Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Information [Line Items] | |
Document Type | 40-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-37400 |
Entity Registrant Name | SHOPIFY INC. |
Entity Incorporation, State or Country Code | Z4 |
Entity Primary SIC Number | 7372 |
Entity Tax Identification Number | 98-0486686 |
Entity Address, Address Line One | 151 O'Connor Street |
Entity Address, Address Line Two | Ground Floor |
Entity Address, City or Town | Ottawa |
Entity Address, State or Province | ON |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | K2P 2L8 |
City Area Code | 613 |
Local Phone Number | 241-2828 |
Title of 12(b) Security | Class A Subordinate Voting Shares |
Trading Symbol | SHOP |
Security Exchange Name | NYSE |
Security Reporting Obligation | 15(d) |
Annual Information Form | true |
Audited Annual Financial Statements | true |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | true |
Entity Central Index Key | 0001594805 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Class A Subordinate Voting | |
Entity Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 1,195,697,614 |
Class B Multiple Voting | |
Entity Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 79,430,952 |
Founder Share | |
Entity Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 1 |
Business Contact | |
Entity Information [Line Items] | |
Entity Address, Address Line One | 251 Little Falls Drive |
Entity Address, City or Town | Wilmington |
Entity Address, State or Province | DE |
Entity Address, Postal Zip Code | 19808-1674 |
City Area Code | 302 |
Local Phone Number | 636-5400 |
Contact Personnel Name | Corporation Service Company |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Firm ID | 271 |
Auditor Location | Ottawa, Canada |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash and cash equivalents | $ 1,649,328 | $ 2,502,992 | |
Marketable securities | 3,403,622 | 5,265,101 | |
Trade and other receivables, net | 273,055 | 192,209 | |
Merchant cash advances, loans and related receivables, net | 580,114 | 470,722 | |
Income taxes receivable | 4,695 | 5,023 | |
Other current assets | 139,659 | 103,273 | |
Total current assets | 6,050,473 | 8,539,320 | |
Long-term assets | |||
Property and equipment, net | 130,821 | 105,526 | |
Right-of-use assets, net | 355,145 | 196,388 | |
Intangible assets, net | 390,148 | 138,496 | |
Deferred tax assets | 40,822 | 48,369 | |
Equity and other investments ($868,960 and $3,412,166, carried at fair value) | 1,953,460 | 3,955,545 | |
Goodwill | 1,836,282 | 356,528 | |
Total long term assets | 4,706,678 | 4,800,852 | |
Total assets | 10,757,151 | 13,340,172 | |
Current liabilities | |||
Accounts payable and accrued liabilities | 532,569 | 456,688 | |
Income taxes payable | 9,390 | 13,505 | |
Deferred revenue | 295,888 | 216,792 | |
Lease liabilities | 18,161 | 15,748 | |
Total current liabilities | 856,008 | 702,733 | |
Long-term liabilities | |||
Deferred revenue | 267,513 | 162,932 | |
Lease liabilities | 465,135 | 246,776 | |
Convertible senior notes | 913,312 | 910,963 | |
Deferred tax liabilities | 16,294 | 183,427 | |
Total long term liabilities | 1,662,254 | 1,504,098 | |
Commitments and contingencies | |||
Shareholders’ equity | |||
Common stock, unlimited Class A subordinate voting shares authorized, 1,195,697,614 and 1,139,544,920, issued and outstanding; unlimited Class B restricted voting shares authorized, 79,430,952 and 119,426,670 issued and outstanding; 1 Founder share authorized, 1 and nil issued and outstanding | [1],[2] | 8,747,432 | 8,040,099 |
Additional paid-in capital | 30,206 | 161,074 | |
Accumulated other comprehensive loss | (16,473) | (5,974) | |
(Accumulated deficit) retained earnings | (522,276) | 2,938,142 | |
Total shareholders’ equity | 8,238,889 | 11,133,341 | |
Total liabilities and shareholders’ equity | $ 10,757,151 | $ 13,340,172 | |
[1]As a result of the implementation of the updated governance structure in June 2022, Class B multiple voting shares are now described as Class B restricted voting shares.[2]Prior year share amounts have been retrospectively adjusted to reflect the ten-for-one share split ("Share Split") effected in June 2022. See Note 19 for details. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares |
Equity and other investments carried at fair value | $ | $ 868,960 | $ 3,412,166 |
Class A Subordinate Voting | ||
Common shares issued (in shares) | 1,195,697,614 | 1,139,544,920 |
Common shares outstanding (in shares) | 1,195,697,614 | 1,139,544,920 |
Class B Multiple Voting | ||
Common shares issued (in shares) | 79,430,952 | 119,426,670 |
Common shares outstanding (in shares) | 79,430,952 | 119,426,670 |
Founder Share | ||
Common shares issued (in shares) | 1 | 0 |
Common shares outstanding (in shares) | 1 | 0 |
Common shares authorized (in shares) | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenues | |||
Revenues | $ 5,599,864 | $ 4,611,856 | |
Cost of revenues | |||
Cost of revenues | 2,845,745 | 2,130,712 | |
Gross profit | 2,754,119 | 2,481,144 | |
Operating expenses | |||
Sales and marketing | 1,230,490 | 901,557 | |
Research and development | 1,503,234 | 854,383 | |
General and administrative | 707,765 | 374,844 | |
Transaction and loan losses | 134,929 | 81,717 | |
Total operating expenses | 3,576,418 | 2,212,501 | |
(Loss) income from operations | (822,299) | 268,643 | |
Other (expense) income, net | |||
Interest income | 79,141 | 15,356 | |
Interest expense | (3,499) | (3,493) | |
Net realized gain on equity and other investments | 124,006 | 0 | |
Net unrealized (loss) gain on equity and other investments | (2,998,296) | 2,859,800 | |
Foreign exchange (loss) gain | (1,901) | 286 | |
Total other (expense) income, net | (2,800,549) | 2,871,949 | |
(Loss) income before income taxes | (3,622,848) | 3,140,592 | |
Recovery of (provision for) income taxes | 162,430 | (225,933) | |
Net (loss) income | $ (3,460,418) | $ 2,914,659 | |
Net (loss) income per share attributable to shareholders: | |||
Basic (in dollars per share) | [1] | $ (2.73) | $ 2.34 |
Diluted (in dollars per share) | [1] | $ (2.73) | $ 2.29 |
Weighted average shares used to compute net (loss) income per share attributable to shareholders: | |||
Basic (in shares) | [1] | 1,266,268,155 | 1,246,588,910 |
Diluted (in shares) | [1] | 1,266,268,155 | 1,273,647,350 |
Other comprehensive loss | |||
Unrealized loss on cash flow hedges | $ (10,440) | $ (20,061) | |
Tax effect on unrealized loss on cash flow hedges | (59) | 5,317 | |
Total other comprehensive loss | (10,499) | (14,744) | |
Comprehensive (loss) income | (3,470,917) | 2,899,915 | |
Subscription solutions | |||
Revenues | |||
Revenues | 1,487,759 | 1,342,334 | |
Cost of revenues | |||
Cost of revenues | 330,867 | 264,351 | |
Merchant solutions | |||
Revenues | |||
Revenues | 4,112,105 | 3,269,522 | |
Cost of revenues | |||
Cost of revenues | $ 2,514,878 | $ 1,866,361 | |
[1]Prior year share and per share amounts have been retrospectively adjusted to reflect the Share Split effected in June 2022. See Note 19 for details. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock | Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Cumulative Effect, Period of Adoption, Adjusted Balance | (Accumulated Deficit) Retained Earnings | (Accumulated Deficit) Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | (Accumulated Deficit) Retained Earnings Cumulative Effect, Period of Adoption, Adjusted Balance | ||
Common shares outstanding, beginning balance (in shares) at Dec. 31, 2020 | [1] | 1,225,288,710 | 1,225,288,710 | ||||||||||||
Balance, beginning of the year at Dec. 31, 2020 | $ 6,400,723 | $ (150,612) | $ 6,250,111 | $ 6,115,232 | $ 6,115,232 | $ 261,436 | $ (158,810) | $ 102,626 | $ 8,770 | $ 8,770 | $ 15,285 | $ 8,198 | $ 23,483 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Exercise of stock options (in shares) | 14,948,400 | 14,948,400 | [1] | ||||||||||||
Exercise of stock options | $ 108,594 | $ 166,057 | (57,463) | ||||||||||||
Stock-based compensation | 330,763 | 330,763 | |||||||||||||
Vesting of restricted share units (in shares) | [1] | 6,934,480 | |||||||||||||
Vesting of restricted share units | 0 | $ 214,852 | (214,852) | ||||||||||||
Issuance of shares (in shares) | [1] | 11,800,000 | |||||||||||||
Issuance of Class A subordinate voting shares, net of offering costs | 1,543,958 | $ 1,543,958 | |||||||||||||
Net income and comprehensive income (loss) for the year | 2,899,915 | (14,744) | 2,914,659 | ||||||||||||
Common shares outstanding, ending balance (in shares) at Dec. 31, 2021 | [1] | 1,258,971,590 | |||||||||||||
Balance, end of the year at Dec. 31, 2021 | $ 11,133,341 | $ 8,040,099 | 161,074 | (5,974) | 2,938,142 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Exercise of stock options (in shares) | 3,126,869 | 3,126,869 | [1] | ||||||||||||
Exercise of stock options | $ 17,549 | $ 34,815 | (17,266) | ||||||||||||
Stock-based compensation | 549,142 | 549,142 | |||||||||||||
Vesting of restricted share units (in shares) | [1] | 7,380,507 | |||||||||||||
Vesting of restricted share units | 0 | $ 470,524 | (470,524) | ||||||||||||
Issuance of shares (in shares) | [1] | 1 | |||||||||||||
Issuance of shares related to business acquisitions (in shares) | [1] | 5,649,600 | |||||||||||||
Issuance of shares related to business acquisitions | 9,774 | $ 201,994 | (192,220) | ||||||||||||
Net income and comprehensive income (loss) for the year | (3,470,917) | (10,499) | (3,460,418) | ||||||||||||
Common shares outstanding, ending balance (in shares) at Dec. 31, 2022 | [1] | 1,275,128,567 | |||||||||||||
Balance, end of the year at Dec. 31, 2022 | $ 8,238,889 | $ 8,747,432 | $ 30,206 | $ (16,473) | $ (522,276) | ||||||||||
[1]Prior year share amounts have been retrospectively adjusted to reflect the Share Split effected in June 2022. See Note 19 for details. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Common Stock | |
Stock issuance costs | $ 7,742 |
Stock issuance costs, tax | $ 2,790 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Cash flows from operating activities | |||
Net (loss) income for the year | $ (3,460,418) | $ 2,914,659 | |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||
Amortization and depreciation | 90,520 | 66,308 | |
Stock-based compensation | 549,142 | 330,763 | |
Amortization of debt offering costs | 2,349 | 2,343 | |
Impairment of right-of-use assets and leasehold improvements | 84,314 | 30,145 | |
Provision for transaction and loan losses | 73,604 | 43,781 | |
Deferred income tax (recovery) expense | (186,571) | 190,963 | |
Revenue related to non-cash consideration | (121,503) | (58,380) | |
Net loss (gain) on equity and other investments | 2,918,684 | (2,859,800) | |
Unrealized foreign exchange loss | 11,702 | 4,570 | |
Changes in operating assets and liabilities: | |||
Trade and other receivables | (104,523) | (72,300) | |
Merchant cash advances and related receivables | [1] | (23,385) | (234,794) |
Other current assets | (30,767) | (50,151) | |
Non-cash consideration received in exchange for services | (273,201) | (268,058) | |
Accounts payable and accrued liabilities | 36,541 | 138,175 | |
Income taxes receivable and payable | (3,941) | 45,263 | |
Deferred revenue | 305,180 | 309,289 | |
Lease assets and liabilities | (4,175) | 2,935 | |
Net cash (used in) provided by operating activities | (136,448) | 535,711 | |
Cash flows from investing activities | |||
Purchase of marketable securities | (5,011,129) | (7,337,366) | |
Maturity of marketable securities | 6,890,167 | 5,750,224 | |
Purchases and originations of loans | [1] | (525,538) | (198,523) |
Repayments of loans | [1] | 366,855 | 167,240 |
Purchase of equity and other investments | (635,156) | (650,233) | |
Acquisitions of property and equipment | (50,018) | (50,788) | |
Acquisition of businesses, net of cash acquired | (1,753,748) | (59,627) | |
Net cash used in investing activities | (718,567) | (2,379,073) | |
Cash flows from financing activities | |||
Proceeds from public equity offerings, net of issuance costs | 0 | 1,541,168 | |
Proceeds from the exercise of stock options | 17,549 | 108,594 | |
Net cash provided by financing activities | 17,549 | 1,649,762 | |
Effect of foreign exchange on cash and cash equivalents | (16,198) | (7,005) | |
Net decrease in cash and cash equivalents | (853,664) | (200,605) | |
Cash and cash equivalents – Beginning of Year | 2,502,992 | 2,703,597 | |
Cash and cash equivalents – End of Year | 1,649,328 | 2,502,992 | |
Supplemental cash flow information: | |||
Cash paid for amounts included in the measurement of lease liabilities included in cash flows from operating activities | 39,590 | 26,166 | |
Lease liabilities arising from obtaining right-of-use assets | 264,912 | 118,091 | |
Acquired property and equipment remaining unpaid | 10,594 | 8,052 | |
Cash paid for (recovered from) income taxes, net | 27,287 | (10,466) | |
Cash paid for interest | $ 1,150 | $ 1,287 | |
[1]Comparative figures have been reclassified in order to conform to the current period presentation. |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Shopify Inc. ("Shopify" or the "Company") was incorporated as a Canadian corporation on September 28, 2004. Shopify is a leading provider of essential internet infrastructure for commerce, offering trusted tools to start, grow, market, and manage a retail business of any size. Shopify makes commerce better for everyone with a platform and services that are engineered for simplicity and reliability, while delivering a better shopping experience for consumers everywhere. The Company's software enables merchants to run their business across all of their sales channels, including web and mobile storefronts, physical retail locations, social media storefronts, and marketplaces. The Shopify platform provides merchants with a single view of their business and customers across all of their sales channels and enables them to manage products and inventory, process orders and payments, fulfill and ship orders, build customer relationships, source products, leverage analytics and reporting, and access financing, all from one integrated back office. Founded in Ottawa, Canada, the Company's principal place of business is the internet. |
Basis of Presentation and Conso
Basis of Presentation and Consolidation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation These consolidated financial statements include the accounts of the Company and its directly and indirectly held wholly owned subsidiaries including, but not limited to: Shopify International Limited, incorporated in Ireland; Shopify Commerce Singapore Pte. Ltd., incorporated in Singapore; and Shopify LLC, Shopify Holdings (USA) Inc. and Shopify (USA) Inc., incorporated in the state of Delaware in the United States. All intercompany accounts and transactions have been eliminated upon consolidation. These 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements, in accordance with U.S. GAAP, requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from the estimates made by management. Significant estimates, judgments and assumptions in these consolidated financial statements include: key judgments related to revenue recognition in determining whether the Company is the principal or an agent to the arrangements with merchants; estimates of expected credit losses related to financial assets measured at amortized cost, including contract balances and merchant cash advances and loans; certain inputs used to fair value acquired intangible assets, including royalty rates and revenue growth rates; inputs used to fair value equity and other investments in private companies, including revenue growth rates, revenue multiples based on market comparables and a discount for lack of marketability; estimates and judgments involved in applying the measurement alternative associated with equity and other investments in private companies, including the Company's assessment to evaluate whether an investment is impaired through analyzing market conditions, business results and other qualitative measures and to measure the amount of that impairment, when applicable, by developing certain key assumptions, including revenue growth rates, revenue multiples based on market comparables and a discount for lack of marketability; probabilities of achieving performance milestones associated with non-cash revenue consideration from strategic partnerships; estimates involved in evaluating the recoverability of the Company's right-of-use assets and leasehold improvements, including, but not limited to, estimated future cash flows associated with terminating or subletting the respective asset groups; the incremental borrowing rate applied to lease payments; and the probability and amount of loss contingencies. Revenue Recognition The Company's sources of revenue consist of subscription solutions and merchant solutions. The Company principally generates subscription solutions revenue through the sale of subscriptions to the platform. The Company also generates additional subscription solutions revenues from the sale of subscriptions to the Point-of-Sale ("POS") Pro offering for brick and mortar merchants, the sale of themes and apps, the registration of domain names, and the collection of variable platform fees. The Company generates merchant solutions revenue by providing additional services to merchants to increase their use of the platform. The Company earns merchant solutions revenue relating to Shopify Payments, Shopify Shipping, other transaction services, referral fees, the sale of POS hardware, advertising revenue on the Shopify App Store, Shopify Email, Shopify Capital, Shop Pay Installments, Shopify Balance, Shopify's logistics offerings, non-cash consideration obtained for services rendered as part of strategic partnerships and Shopify Markets. Arrangements with merchants do not provide the merchants with the right to take possession of the software supporting the Company’s hosting platform at any time and are therefore accounted for as service contracts. The Company’s subscription service contracts do not provide for refunds or any other rights of return to merchants in the event of cancellations. The Company recognizes revenue to depict the transfer of promised services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services by applying the following steps: • Identify the contract with a customer; • Identify the performance obligations in the contract; • Determine the transaction price; • Allocate the transaction price; and • Recognize revenue when, or as, the Company satisfies a performance obligation. The Company follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another party that contributes to providing a specified service to a customer. In these instances, the Company determines whether it has promised to provide the specified service itself (as principal) or to arrange for the specified service to be provided by another party (as an agent). This determination depends on the facts and circumstances of each arrangement and, in some instances, involves significant judgment. The Company recognizes revenue from Shopify Shipping, the sale of apps, the sale of themes, card services from Shopify Balance and Shop Pay Installments on a net basis as the Company is not primarily responsible for the fulfillment of the promised service, does not have control of the promised service, and does not have full discretion in establishing prices for the promised service and therefore is the agent in the arrangement with customers. All other revenue is reported on a gross basis, as the Company has determined it is the principal in the respective arrangements. Sales taxes collected from merchants and remitted to government authorities are excluded from revenue. The Company's arrangements with customers can include multiple performance obligations, which may consist of some or all of the Company's subscription solutions. When contracts involve multiple performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under Topic 606. In the case of subscription solutions, the Company has determined that merchants can benefit from the service on its own, and that the service being provided to the merchant is separately identifiable from other promises in the contract. Specifically, the Company considers the distinct performance obligations to be the subscription solution, custom themes, feature-enhancing apps and unique domain names. The total transaction price is determined at the inception of the contract and allocated to each performance obligation based on their relative standalone selling prices. In the case of merchant solutions, the transaction price for each performance obligation is based on the observable standalone selling price for each performance obligation. The transaction price for multiple merchant solutions is never a bundled price, therefore a relative allocation is not required. The Company determines the standalone selling price by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration for our subscription solutions include discounting practices, the size and volume of our transactions, the customer demographic, the geographic area where services are sold, price lists, our go-to-market strategy, historical standalone sales and contract prices. The determination of standalone selling prices is made through consultation with and approval by our management, taking into consideration our go-to-market strategy. As the Company's go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative standalone selling prices. The Company generally receives payment from its merchants at the time of invoicing. In all other cases, payment terms and conditions vary by contract type, although terms generally include a requirement for payment within 30 days of the invoice date. In instances where timing of revenue recognition differs from the timing of invoicing and subsequent payment, we have determined our contracts do not include a significant financing component. Subscription Solutions Subscription revenue from the sale of subscriptions to the platform is recognized over time on a ratable basis over the contractual term. The contract terms are monthly, annual or multi-year subscription terms. Revenue recognition begins on the date that the Company’s service is made available to the merchant. Certain subscription contracts have a transaction price that includes a variable component that is based on the merchants' volume of sales. In such cases, the Company uses the exception to the general principles for accounting for variable consideration, which allows it to recognize revenue when the merchant's sale occurs and the performance obligation has been satisfied. Subscription revenue from the sale of POS Pro subscriptions is recognized over time on a ratable basis over the monthly or annual contractual term. Payments received in advance of services being rendered are recorded as deferred revenue and recognized ratably over time, over the requisite service period. Revenue from the sale of separately priced themes and apps is recognized at a point in time, when the arrangement between the merchant and partner is established. Revenue from the sale of rights to use a domain name that is sold separately, is recognized ratably over time, over the contractual term, which is generally an annual term. Revenue from themes, apps and domains have been classified within subscription solutions on the basis that they are products sold at the time the merchant initially enters into the subscription services arrangement or because the customer purchases the right to use the product over the term of the contract, similar to a subscription. Merchant Solutions Revenues earned from Shopify Payments related to payment processing fees and currency conversion fees, Shopify Shipping related to the sale of shipping labels, other transaction services, and referral fees are recognized at a point in time, at the time of the transaction. For the sale of POS hardware, revenue is recognized at a point in time, based on when ownership passes to the merchant, in accordance with the shipping terms. Advertising revenue on the Shopify App Store is recognized at a point in time as merchants click on the advertised apps. Shopify Email revenue is recognized at a point in time based on the merchants' volume of emails sent. The Company also earns revenue from Shopify Capital, a merchant cash advance ("MCA") and loan program for eligible merchants. The Company evaluates identified underwriting criteria such as, but not limited to, historical sales data prior to purchasing the eligible merchant's future receivables, or making a loan, to help assess collectibility. Under Shopify Capital, the Company purchases a designated amount of future receivables at a discount or makes a loan, and the merchant remits a fixed percentage of their daily sales to the Company, until the outstanding balance has been fully remitted. Certain merchant cash advances and loans are facilitated by the Company and originated by a bank partner, from whom the Company then purchases the merchant cash advances and loans obtaining all rights, title, and interest or discount for a fee calculated as a percentage of the merchant cash advance or loan's principal. In the years ended December 31, 2022 and 2021, these purchases added up to $511,646 and $127,037, respectively, of merchant cash advances and loans to Shopify merchants. Revenues for Shopify Capital are earned in accordance with the description below and are presented net of any deferred origination fees which are amortized over the contractual or expected term of the MCA or loan. For Shopify Capital MCA's, the Company applies a percentage of the remittances collected against the merchant's receivable balance, and a percentage, which is related to the discount, as merchant solutions revenue. For certain Shopify Capital loans, there is a fixed maximum repayment term. For certain other Shopify Capital loans, the Company calculates an expected repayment date. Using the merchant's contractual or expected repayment date, the Company calculates an effective interest rate based on the merchant's expected future payment volume to determine how much of a merchant's repayment to recognize as revenue and how much to apply against the merchant's receivable balance. In the years ended December 31, 2022 and 2021, $45,840 and $19,496, respectively, of revenue recognized as merchant solutions revenue required the application of an effective interest rate, per ASC 310. Revenues earned from Shop Pay Installments, a "buy now pay later" product, are recognized at a point in time when a merchant makes a sale using this product, and is based on a percentage of the total order value. The Company earns and recognizes a portion of the revenue from each merchant sale, with the majority of revenue earned and recognized by the Company's third-party provider that bears the buyer underwriting and buyer credit risk associated with the product. Revenues earned from Shopify Balance, our money management product, are recognized at the time of the transaction as the Shopify Balance card is used, with cash back rewards earned through the program netted against revenue. Shopify Fulfillment Network and Deliverr fulfillment services generate revenue from their respective fulfillment solutions, which include picking, packing and preparing orders for shipment, and outbound shipping, as well as additional revenues from inbound shipping, storage, returns processing, and other fulfillment-related services as needed by merchants. Revenue related to these fulfillment solutions is recognized over time as the Company fulfills, up to completion of delivery. Revenues related to the inbound, storage and return processing offerings are recognized over time, and revenues related to other fulfillment-related services are recognized at a point in time, once the services have been rendered. The Company also earns revenues from providing cloud-based software on collaborative warehouse fulfillment solutions which are recognized over time, over the contractual term, which can be up to five years. Payments received in advance of services being rendered are recorded as deferred revenue and recognized ratably over time, over the requisite service period. In connection with certain revenue contracts with customers, the Company, from time to time, receives non-cash consideration in the form of equity investments in the customer as a component of the transaction price. When the transaction price includes non-cash consideration, the non-cash consideration is measured as the fair value at the inception of the contract, and any changes in fair value of the equity investments after contract inception are excluded from revenue, and classified as "other (expense) income, net" in the consolidated statement of operations and comprehensive (loss) income. The estimated fair value of such consideration is determined using multiple valuation techniques, including the income approach and the market approach. As the Company is required to provide referral services and other services to support the partners' merchant offerings over the period of the performance obligations, revenue is deferred and recognized over time on a ratable basis over the expected terms of the contracts, which are typically three In addition, the Company integrates services to centralize the platform's cross-border capabilities and enable merchants to penetrate the global commerce market through Shopify Markets. Shopify Markets leverages the Company's existing transactional services and partnerships from which the Company earns referral fees or transaction fees to provide a tailored experience for each market. The timing of revenues earned are recognized in accordance with the preceding paragraphs. Capitalized Contract Costs As part of obtaining contracts with certain merchants, the Company incurs upfront costs such as sales commissions. The Company capitalizes these contract costs, which are subsequently amortized on a systematic basis consistent with the pattern of the transfer of the good or service to which the contract asset relates, which is generally on a straight-line basis over the estimated life of the merchant relationship. In some instances, the Company applies the practical expedient that allows it to determine this estimate for a portfolio of contracts that have similar characteristics in terms of type of service, contract term and pricing. This estimate is reviewed by management at the end of each reporting period as additional information becomes available. For certain contracts where the amortization period of the contract costs would have been one year or less, the Company uses the practical expedient that allows it to recognize the incremental costs of obtaining those contracts as an expense when incurred and not consider the time value of money. Cost of Revenues The Company’s cost of revenues related to subscription solutions consist of third-party infrastructure, hosting costs and other direct costs, an allocation of costs incurred by both the operations and support functions, credit card fees related to billing our merchants, payments for domain registration, amortization of acquired intangible assets, and, until the end of the third quarter of 2021, the costs of themes. The Company's cost of revenues related to merchant solutions includes payment processing fees related to Shopify Payments, credit card fees related to billing its merchants, product costs associated with expanding our product offerings, including Shopify Balance, amortization of acquired intangible assets relating mostly to the acquired Deliverr and 6 River Systems, LLC ("6RS") technology, POS hardware costs, cash back earned through our rewards program, third-party infrastructure and hosting costs, and an allocation of costs incurred by both the operations and support functions. Merchant solutions cost of revenues also includes costs associated with picking, packing and preparing orders for shipment, outbound shipping, warehouse storage, overhead costs and other costs for fulfillment-related services as part of Shopify's logistics offerings, and materials and third-party manufacturing costs associated with fulfillment robots sold to customers rather than leased to customers, which are capitalized and depreciated into cost of revenues. Rewards Program Certain buyers in the U.S. can participate in our rewards program ("Shop Cash") and earn Shop Cash through various policies. Reward members can redeem Shop Cash, which we track on their behalf, on any purchase they make through the Shop app. Shop Cash cannot be redeemed for cash. Under the Company's rewards program, rewards earned are either expensed as a cost of revenues or as a sales and marketing expense, depending on the policy the rewards were earned under. The rewards are expensed when it becomes available to the buyer at an estimated value based on the redemption value, less an estimated amount representing Shop Cash that is not expected to be redeemed ("breakage"). Breakage is based on historical breakage trends and supportable forecasted information. Software Development Costs Research and development costs are generally expensed as incurred. These costs primarily consist of personnel and related expenses, contractor and consultant fees, stock-based compensation, and corporate overhead allocations, including depreciation. The Company capitalizes certain development costs incurred in connection with its internal use software. These capitalized costs are related to the development of its software platform that is hosted by the Company and accessed by its merchants on a subscription basis as well as material internal infrastructure software. Costs incurred in the preliminary stages of development are expensed as incurred. The Company starts to capitalize all direct and incremental costs incurred during the application development phase when technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Capitalization ceases once the additional features and functionality are put into service. Capitalized costs are recorded as part of intangible assets in the consolidated balance sheets and are amortized on a straight-line basis over their estimated useful lives of two Advertising Costs Advertising costs are expensed as incurred. Advertising costs included in sales and marketing expenses during the years ended December 31, 2022 and 2021 were $504,903 and $420,088 respectively. Leases The Company accounts for leases by first determining if an arrangement is a lease, or contains a lease, at inception. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate, therefore, the incremental borrowing rate based on the information available at commencement date was used to determine the present value of lease payments. The right-of-use assets exclude lease incentives, which are accounted for as a reduction of lease liabilities if they have not yet been received. The Company's lease terms may include options to extend or terminate the lease. These options are included in the lease terms when it is reasonably certain they will be exercised. Lease expense related to lease components is recognized on a straight-line basis over the lease term. The carrying values of right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. The determination of whether any impairment exists includes a comparison of estimated undiscounted future cash flows anticipated to be generated over the remaining life of an asset or asset group to their net carrying value. If the estimated undiscounted future cash flows associated with the asset or asset group are less than the carrying value, an impairment loss will be recorded based on the estimated fair value. For right-of-use assets that are impaired, the remaining carrying value of the right-of-use assets are amortized on a straight line basis over the remaining term of the lease. The Company's lease agreements include lease and non-lease components, which are accounted for separately under Topic 842, Leases. Variable lease components and non-lease components are excluded from the lease payments used to calculate the right-of-use assets and lease liabilities, and are recorded in the period in which the obligation for the payment is incurred. The Company subleases certain leased office space and recognizes sublease income on a straight-line basis over the sublease term. Sublease payments received for variable lease costs will be recorded as income, as earned. The Company recognizes sublease income as an offset to lease expense in the consolidated statements of operations and comprehensive (loss) income. Stock-Based Compensation On September 1, 2022, the Company launched its new employee compensation system ("Flex Comp"), which provides employees with a single total compensation amount that is to be allocated between cash, stock options and restricted share units ("RSUs") at the discretion of the employees, subject to certain restrictions around minimum and maximum allocations between cash and stock-based compensation. For the portion of their total compensation that employees allocate to stock-based compensation, the Company began granting stock options and RSUs quarterly that generally vest on a monthly basis over a period of three months. Flex Comp was optional for employees at the time of launch. For those who choose not to enter into the new system there is no change to their compensation or the related stock-based compensation accounting. The accounting for stock-based awards is based on the fair value of the award measured at the grant date. Accordingly, stock-based compensation cost is recognized in the consolidated statements of operations and comprehensive (loss) income as an operating expense over the requisite service period. The fair value of stock options is determined using the Black-Scholes option-pricing model, single option approach. An estimate of forfeitures is applied when determining compensation expense. The Company determines the fair value of stock option awards on the date of grant using assumptions regarding expected term, share price volatility over the expected term of the awards, risk-free interest rate, and dividend rate. All shares issued under the Company's Fourth Amended and Restated Stock Option Plan ("Legacy Option Plan"), the Second Amended and Restated Stock Option Plan ("SOP"), and the Second Amended and Restated Long Term Incentive Plan ("LTIP"), 6 River Amended and Restated Stock Option and Grant Plan, and Deliverr, Inc. 2017 Stock Option and Grant Plan are from treasury. The fair value of RSUs is measured using the fair value of the Company's shares as if the RSUs were vested and issued on the grant date. An estimate of forfeitures is applied when determining compensation expense. All shares issued under the Company's LTIP are from treasury. Income Taxes Income tax expense includes Canadian, U.S., and foreign income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized. The Company considers many factors when assessing the likelihood of future realization of our deferred tax assets, including its recent cumulative loss experience and expectations of future earnings, capital gains and investment in the applicable jurisdiction, the carry-forward periods available to it for tax reporting purposes, and other relevant factors. The Company evaluates tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions have met a “more-likely-than-not” threshold of being sustained by the applicable tax authority. Tax benefits related to tax positions not deemed to meet the “more-likely-than-not” threshold are not permitted to be recognized in the consolidated financial statements. Earnings Per Share Basic earnings per share are calculated by dividing net earnings attributable to common equity holders of the Company by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share are calculated by dividing net earnings attributable to common equity holders of the Company by the weighted average number of shares of common stock outstanding during the year, plus the effect of dilutive potential common stock outstanding during the year. The Company uses the treasury stock method for calculating the effect of dilutive potential common stock from employee stock options and employee RSUs. This method requires that dilutive effect be calculated as if all dilutive potential common stock had been exercised at the latest of the beginning of the year or on the date of issuance, as the case may be, and that the funds obtained thereby (plus an amount equivalent to the unamortized portion of related stock-based compensation costs) be used to purchase common stock of the Company at the average fair value of the common stock during the year. The Company uses the if-converted method for calculating the effect of dilutive potential common stock from its 0.125% convertible senior notes due 2025 (the "Notes"). If the effect of the if-converted method is dilutive, net earnings are adjusted for the after-tax effect of debt interest relating to the Notes and the amount of dilutive potential common stock are included in the total number of shares used to compute diluted earnings per share. If the effect of the if-converted method is anti-dilutive, no adjustments are made to net earnings or the total number of shares used to compute diluted earnings per share. The Company applies this method by using the common stock issuable upon conversion determined by the end-of-period conversion price. Foreign Currency Translation and Transactions The functional and reporting currency of the Company and its subsidiaries is the USD. Monetary assets and liabilities denominated in foreign currencies are re-measured to USD using the exchange rates at the consolidated balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are measured in USD using historical exchange rates. Revenues and expenses are measured using the actual exchange rates prevailing on the dates of the transactions. Gains and losses resulting from re-measurement are recorded in the Company’s consolidated statements of operations and comprehensive (loss) income as foreign exchange (loss) gain, with the exception of foreign exchange forward contracts and options used for hedging which are re-measured in other comprehensive (loss) income and the (loss) gain is then reclassified into earnings to either cost of revenue or operating expenses in the same period, or periods, during which the hedged transaction affects earnings. Cash and Cash Equivalents The Company considers all short-term highly liquid investments that are readily convertible into known amounts of cash, with original maturities at their acquisition date of three months or less to be cash equivalents. Marketable Securities The Company’s marketable securities consist of U.S. and Canadian federal bonds and agency securities, U.S. term deposits, and corporate bonds and commercial paper, and mature within 12 months from the date of purchase. Marketable securities are classified as held-to-maturity at the time of purchase and this classification is re-evaluated as of each consolidated balance sheet date. Held-to-maturity securities represent those securities that the Company has both the positive intent and ability to hold to maturity and are carried at amortized cost. Interest on these securities, as well as amortization/accretion of premiums/discounts, are included in interest income. Marketable securities are assessed as to whether any unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company would be required to sell the securities before the recovery of their remaining amortized cost basis. Realized gains and losses determined to be other than temporary are determined based on the specific identification method and are reported in other (expense) income in the consolidated statements of operations and comprehensive (loss) income. Equity and Other Investments Strategic investments are a part of the Company's strategy and use of capital, expanding its expertise and building strong partnerships around strategic initiatives. The Company holds equity and other investments in public companies with readily determinable fair values, as well as in private companies without readily determinable fair values. Equity and other investments in publicly traded companies with readily determinable fair values are carried at fair value at each balance sheet date and any movements in the fair value are recognized into net (loss) income. Equity and other investments in private companies without readily determinable fair values are carried at cost less impairments, with subsequent adjustments for observable changes (referred to as the measurement alternative). The Company also holds investments in convertible notes of private companies which are classified as available-for-sale debt securities, for which the Company has elected to account for under the fair value option. The investments are carried at fair value at each balance sheet date and any movements in the fair values are recognized in net (loss) income. The Company evaluates each investee to determine if the investee is an equity investment for which the company has significant influence. As of December 31, 2022 and 2021, there were no such investments. The Company also evaluates each investee to determine if the investee is a variable interest entity and, if so, whether the Company is the primary beneficiary of the variable interest entity. The Company has determined, as of December 31, 2022 and 2021, that there were no variable interest en |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents As at December 31, 2022 and 2021, the Company’s cash and cash equivalents balance was $1,649,328 and $2,502,992, respectively. These balances included $1,228,053 and $1,511,503, respectively, of money market funds, repurchase agreements, U.S. and Canadian federal bonds and corporate bonds and commercial paper. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments Debt Securities The Company holds certain debt securities that are classified as held-to-maturity at the time of purchase as the Company has both the positive intent and ability to hold to maturity. The fair value of 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. The Company also holds debt securities in the form of convertible notes in private companies presented within equity and other investments on the consolidated balance sheets. These debt securities are classified as available-for-sale for which the Company has elected to apply the fair value option. The fair values were determined based on binomial pricing models for which the Company was required to develop its own assumptions, including the underlying entities' valuations. The following tables summarize debt securities by significant investment classification: As at December 31, 2022 Carrying Value Cash Equivalents Marketable Securities Equity and Other Investments Fair Value $ $ $ $ Level 1: U.S. term deposits — 600,000 — 608,337 U.S. federal bonds and agency securities 27,944 740,978 — 769,318 Canadian federal bonds and agency securities 202,488 546,943 — 750,252 Corporate bonds and commercial paper 201,513 — — 201,644 Repurchase agreements 99,000 — — 99,023 530,945 1,887,921 — 2,428,574 Level 2: Corporate bonds and commercial paper — 1,515,701 — 1,517,667 Level 3: Convertible notes in private companies — — 220,992 220,992 530,945 3,403,622 220,992 4,167,233 The fair values of marketable securities above include accrued interest of $15,517, which is excluded from the carrying amounts. The accrued interest is included in trade and other receivables in the consolidated balance sheets. Additional accrued interest of $12,242 recognized on the convertible notes in private companies is included in the carrying amount and fair value above. In the year ended December 31, 2022, $29,628 of unrealized losses associated with the Company's convertible notes in private companies were recorded within "net unrealized (loss) gain on equity and other investments" in the consolidated statement of operations and comprehensive (loss) income (December 31, 2021 - $1,878 of unrealized gains). Additionally, interest income of $8,721 was recorded within "interest income" in the consolidated statement of operations and comprehensive (loss) income (December 31, 2021 - $4,000). As at December 31, 2021 Carrying Value Cash Equivalents Marketable Securities Equity and Other Investments Fair Value $ $ $ $ Level 1: Corporate bonds and commercial paper 267,953 — — 268,090 U.S. term deposits — 900,000 — 901,689 U.S. federal bonds and agency securities — 680,436 — 681,629 Canadian federal bonds and agency securities 50,138 1,215,646 — 1,268,139 318,091 2,796,082 — 3,119,547 Level 2: Corporate bonds and commercial paper — 2,469,019 — 2,475,051 Level 3: Convertible notes in private companies — — 205,878 205,878 318,091 5,265,101 205,878 5,800,476 The fair values above include accrued interest of $13,067, which is excluded from the carrying amounts. The accrued interest is included in trade and other receivables in the consolidated balance sheets. Additional accrued interest of $4,000 recognized on the convertible notes in private companies is included in the carrying amount and fair value above. All cash equivalents and marketable securities mature within one year of the consolidated balance sheet date. Equity Investments with Readily Determinable Fair Values The Company holds equity investments in public companies that were obtained through a combination of direct investment and strategic partnerships. Equity investments with readily determinable fair values are comprised of: December 31, 2022 December 31, 2021 Level 1 Level 3 Total Level 1 Level 3 Total $ $ $ $ $ $ Affirm Holdings, Inc. 196,278 — 196,278 2,041,126 — 2,041,126 Global-E Online Ltd. 400,222 50,900 451,122 741,775 423,387 1,165,162 Other 568 — 568 — — — 597,068 50,900 647,968 2,782,901 423,387 3,206,288 In the year ended December 31, 2022, $200,135 was transferred from Level 3 to Level 1 due to the vesting of warrants associated with an investment in a strategic partnership (December 31, 2021 - $275,597). The equity investments categorized as Level 3 in the fair value hierarchy represent Global-E unvested warrants that require the application of a discount for lack of marketability which was 9% at December 31, 2022 (December 31, 2021 - 15%). Adjustments related to equity and other investments with readily determinable fair values for the years ended December 31, 2022 and 2021 were as follows: Years ended December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year 3,206,288 — Adjustments related to equity and other investments with readily determinable fair values: Investments received not tied to services (1) 105,268 — Investments received as non-cash consideration in exchange for services 29,577 — Purchases of equity and other investments 67 40 Sale of equity and other investments (3,082) — Net unrealized (losses) gains (2,690,150) 2,855,718 Transfers from measurement alternative (2)(3) — 350,530 Balance, end of the year 647,968 3,206,288 (1) During the year ended December 31, 2022, certain private investments were acquired by third-party investors resulting in the deemed sale of equity and other investments in the year and the receipt of shares in certain public companies. Any resulting realized gains or losses were presented as "net realized gain on equity and other investments" in the consolidated statement of operations and comprehensive (loss) income. (2) Effective January 13, 2021, the Company's investment in Affirm no longer qualified for the use of the measurement alternative as the fair value of the investment became readily determinable. (3) Effective May 12, 2021, the Company's investment in Global-E no longer qualified for the use of the measurement alternative as the fair value of the investment became readily determinable. Equity Investments without Readily Determinable Fair Values The carrying value of equity investments in private companies without readily determinable fair values are: December 31, 2022 December 31, 2021 $ $ Total initial value 1,359,950 539,221 Cumulative gross unrealized gains 59,023 38,880 Cumulative gross unrealized losses and impairment (334,473) (34,722) Total carrying value of equity and other investments without readily determinable fair values (1) 1,084,500 543,379 (1) As at December 31, 2022, three investments in private companies represent $879,998 (December 31, 2021 - $348,278) of the total carrying value of equity and other investments without readily determinable fair values. Adjustments related to equity and other investments without readily determinable fair values for the years ended December 31, 2022 and 2021 were as follows: Years ended December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year 543,379 173,454 Adjustments related to equity and other investments without readily determinable fair values: Purchases of equity and other investments 598,585 450,193 Investments received as non-cash consideration in exchange for services 243,624 268,058 Gross unrealized gains 20,143 36,926 Sales of equity and other investments (1) (13,480) — Transfers to readily determinable fair values (2)(3) — (350,530) Gross unrealized losses and impairments (4) (307,751) (34,722) Balance, end of the year 1,084,500 543,379 (1) During the year ended December 31, 2022, certain private investments were acquired by third-party investors resulting in the deemed sale of equity and other investments in the year. Any resulting realized gains or losses were presented as "net realized gain on equity and other investments" in the consolidated statement of operations and comprehensive (loss) income. (2) Effective January 13, 2021, the Company's investment in Affirm no longer qualified for the use of the measurement alternative as the fair value of the investment became readily determinable. (3) Effective May 12, 2021, the Company's investment in Global-E no longer qualified for the use of the measurement alternative as the fair value of the investment became readily determinable. (4) The Company applied certain valuation methods based on information available, including the market approach and option pricing models in order to quantify the level of impairment. This required the Company to develop certain key assumptions, including revenue growth rates, revenue multiples based on market comparables and a discount for lack of marketability. Non-public information, made available to the Company from investee companies, was supplemented with estimates such as volatility, expected time to liquidity and the rights and obligations of the securities the Company holds. As at December 31, 2022, included in the total $1,084,500 of equity and other investments without readily determinable fair values, $677,078 was remeasured at fair value and was classified within Level 3 of the fair value measurement hierarchy on a non-recurring basis. Derivative Instruments and Hedging As at December 31, 2022, the Company held foreign exchange forward contracts and options for USD, GBP and CAD with a total notional value of $526,721 (December 31, 2021 - $586,547), to fund a portion of its operations. The fair value of foreign exchange forward contracts and options was based upon Level 2 inputs, which included period-end mid-market quotations for each underlying contract as calculated by the financial institution with which the Company has transacted. The quotations are based on bid/ask quotations and represent the discounted future settlement amounts based on current market rates. Derivative Instruments Designated as Hedges The Company has a hedging program to mitigate the impact of foreign currency fluctuations on future cash flows and earnings. Under this program, the Company has entered into foreign exchange forward contracts and options with certain financial institutions and designated those hedges as cash flow hedges. The Company is hedging cash flows associated with payroll and facility costs. The fair values of outstanding derivative instruments were as follows: December 31, 2022 December 31, 2021 $ $ Level 2: Foreign exchange forward contracts and options assets (classified in other current assets) 1,484 1,824 Foreign exchange forward contract liabilities (classified in accounts payable and accrued liabilities) 15,548 5,926 Unrealized gains and unrealized losses related to changes in the fair value of foreign exchange forward contracts and options designated as cash flow hedges were as follows: December 31, 2022 December 31, 2021 $ $ Unrealized gains 1,189 1,215 Unrealized losses (15,350) (4,936) Total net unrealized losses (14,161) (3,721) These unrealized gains and losses were included in accumulated other comprehensive (loss) income, other current assets, and accounts payable and accrued liabilities on the consolidated balance sheet. These amounts are expected to be reclassified into earnings over the next twelve months. Realized losses and realized gains related to the maturity of foreign exchange forward contracts and options designated as cash flow hedges were as follows: Years ended December 31, 2022 December 31, 2021 $ $ Realized (losses) gains in cost of revenues (864) 1,001 Realized (losses) gains in operating expenses (22,348) 21,851 (23,212) 22,852 Derivatives Instruments Not Designated as Hedges During the year ended December 31, 2022, the Company entered into a commodity swap contract with a producer to fund renewable energy production and to obtain renewable energy certificates. The contract guarantees the producer a minimum price per megawatt hour with any differences between market prices and this minimum price being settled in cash between the producer and the Company on a monthly basis. The Company's maximum commitment over the remaining life of the contract, ending May 31, 2032, is $10,957. |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Trade and Other Receivables | Trade and Other Receivables When revenue is recognized, the Company records a receivable that is included in trade and other receivables on the consolidated balance sheet. Trade receivables and unbilled revenues, net of allowance for credit losses, were as follows: December 31, 2022 December 31, 2021 January 1, 2021 $ $ $ Unbilled revenues, net 122,679 86,795 50,073 Trade receivables, net 79,976 40,342 13,449 Indirect taxes receivable 30,582 39,142 45,961 Other receivables 24,301 12,863 3,706 Accrued interest 15,517 13,067 7,563 273,055 192,209 120,752 Unbilled revenues represent amounts not yet billed to merchants related to subscription fees for Plus merchants, transaction fees, and shipping and fulfillment charges, and amounts not yet billed to partners related to referral fees as at the consolidated balance sheet date. The allowance for credit losses reflects the Company's best estimate of probable losses inherent in the unbilled revenues and trade receivables accounts. The Company determined the provision based on known troubled accounts, historical experience, supportable forecasts of collectibility and other currently available evidence. Activity in the allowance for credit losses was as follows: Years ended December 31, 2022 $ December 31, 2021 Balance, beginning of the year 6,944 6,041 Provision for credit losses related to uncollectible receivables 17,856 6,069 Write-offs (8,347) (5,166) Balance, end of the year 16,453 6,944 December 31, 2022 December 31, 2021 January 1, 2021 $ $ $ Merchant cash advances receivable, gross 420,381 439,289 218,840 Related receivables — — 819 Allowance for credit losses related to uncollectible merchant cash advances receivable (49,425) (38,264) (15,816) Loans receivable, gross 228,216 72,751 43,644 Allowance for credit losses related to uncollectible loans receivable (19,058) (3,054) (2,764) Merchant cash advances, loans and related receivables, net 580,114 470,722 244,723 Merchant Cash Advances The following table summarizes the activities of the Company’s allowance for credit losses related to uncollectible merchant cash advances receivable: Years ended December 31, 2022 December 31, 2021 $ $ Allowance, beginning of the year 38,264 15,816 Provision for credit losses related to uncollectible merchant cash advances receivable 43,440 36,719 Merchant cash advances receivable charged off, net of recoveries (32,279) (14,271) Allowance, end of the year 49,425 38,264 Loans The following table summarizes the activities of the Company’s allowance for credit losses related to uncollectible loans receivable: Years ended December 31, 2022 December 31, 2021 $ $ Allowance, beginning of the year 3,054 2,764 Provision for credit losses related to uncollectible loans receivable 21,388 2,540 Loans receivable charged off, net of recoveries (5,384) (2,250) Allowance, end of the year 19,058 3,054 The following table presents the delinquency status of the principal amount of merchant loans by year of origination. The delinquency status is determined based on the number of days past the expected or contractual repayment date for which the Company anticipates to receive the amounts outstanding. The "current" category represents balances that are within 29 days of the contractual repayment dates, or within 29 days of the expected repayment date. December 31, 2022 Total Percent Current $ 214,869 94.2 % 30-59 Days 2,068 0.9 % 60-89 Days 1,623 0.7 % 90-179 Days 3,651 1.6 % 180+ Days 6,005 2.6 % Total $ 228,216 100.0 % December 31, 2021 Total Percent Current $ 69,350 95.3 % 30-59 Days 1,114 1.5 % 60-89 Days 419 0.6 % 90-179 Days 576 0.8 % 180+ Days 1,292 1.8 % Total $ 72,751 100.0 % |
Merchant Cash Advances, Loans a
Merchant Cash Advances, Loans and Related Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Merchant Cash Advances, Loans and Related Receivables | Trade and Other Receivables When revenue is recognized, the Company records a receivable that is included in trade and other receivables on the consolidated balance sheet. Trade receivables and unbilled revenues, net of allowance for credit losses, were as follows: December 31, 2022 December 31, 2021 January 1, 2021 $ $ $ Unbilled revenues, net 122,679 86,795 50,073 Trade receivables, net 79,976 40,342 13,449 Indirect taxes receivable 30,582 39,142 45,961 Other receivables 24,301 12,863 3,706 Accrued interest 15,517 13,067 7,563 273,055 192,209 120,752 Unbilled revenues represent amounts not yet billed to merchants related to subscription fees for Plus merchants, transaction fees, and shipping and fulfillment charges, and amounts not yet billed to partners related to referral fees as at the consolidated balance sheet date. The allowance for credit losses reflects the Company's best estimate of probable losses inherent in the unbilled revenues and trade receivables accounts. The Company determined the provision based on known troubled accounts, historical experience, supportable forecasts of collectibility and other currently available evidence. Activity in the allowance for credit losses was as follows: Years ended December 31, 2022 $ December 31, 2021 Balance, beginning of the year 6,944 6,041 Provision for credit losses related to uncollectible receivables 17,856 6,069 Write-offs (8,347) (5,166) Balance, end of the year 16,453 6,944 December 31, 2022 December 31, 2021 January 1, 2021 $ $ $ Merchant cash advances receivable, gross 420,381 439,289 218,840 Related receivables — — 819 Allowance for credit losses related to uncollectible merchant cash advances receivable (49,425) (38,264) (15,816) Loans receivable, gross 228,216 72,751 43,644 Allowance for credit losses related to uncollectible loans receivable (19,058) (3,054) (2,764) Merchant cash advances, loans and related receivables, net 580,114 470,722 244,723 Merchant Cash Advances The following table summarizes the activities of the Company’s allowance for credit losses related to uncollectible merchant cash advances receivable: Years ended December 31, 2022 December 31, 2021 $ $ Allowance, beginning of the year 38,264 15,816 Provision for credit losses related to uncollectible merchant cash advances receivable 43,440 36,719 Merchant cash advances receivable charged off, net of recoveries (32,279) (14,271) Allowance, end of the year 49,425 38,264 Loans The following table summarizes the activities of the Company’s allowance for credit losses related to uncollectible loans receivable: Years ended December 31, 2022 December 31, 2021 $ $ Allowance, beginning of the year 3,054 2,764 Provision for credit losses related to uncollectible loans receivable 21,388 2,540 Loans receivable charged off, net of recoveries (5,384) (2,250) Allowance, end of the year 19,058 3,054 The following table presents the delinquency status of the principal amount of merchant loans by year of origination. The delinquency status is determined based on the number of days past the expected or contractual repayment date for which the Company anticipates to receive the amounts outstanding. The "current" category represents balances that are within 29 days of the contractual repayment dates, or within 29 days of the expected repayment date. December 31, 2022 Total Percent Current $ 214,869 94.2 % 30-59 Days 2,068 0.9 % 60-89 Days 1,623 0.7 % 90-179 Days 3,651 1.6 % 180+ Days 6,005 2.6 % Total $ 228,216 100.0 % December 31, 2021 Total Percent Current $ 69,350 95.3 % 30-59 Days 1,114 1.5 % 60-89 Days 419 0.6 % 90-179 Days 576 0.8 % 180+ Days 1,292 1.8 % Total $ 72,751 100.0 % |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets December 31, 2022 December 31, 2021 Prepaid expenses 48,018 49,919 Deposits 34,142 21,542 Other current assets 28,901 10,679 Capitalized contract costs 27,114 19,309 Foreign exchange contracts 1,484 1,824 139,659 103,273 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment December 31, 2022 Cost (1) Accumulated depreciation and impairment Net book Leasehold improvements 181,572 103,772 77,800 Computer equipment 40,015 17,178 22,837 Fulfillment equipment 19,436 484 18,952 Fulfillment robots 15,320 8,962 6,358 Furniture and equipment 28,055 23,181 4,874 284,398 153,577 130,821 (1) Included in cost is $3,617 of leasehold improvements that were impaired and disposed of in the year ended December 31, 2022. See Note 10 for details. December 31, 2021 Cost Accumulated depreciation and impairment (1) Net book Leasehold improvements 159,131 84,930 74,201 Computer equipment 33,505 18,241 15,264 Fulfillment equipment 2,015 37 1,978 Fulfillment robots 9,470 3,888 5,582 Furniture and equipment 28,751 20,250 8,501 232,872 127,346 105,526 (1) Included in accumulated depreciation is $1,709 of impairment on leasehold improvements in the year ended December 31, 2021. See Note 10 for details. During the years ended December 31, 2022 and 2021, the Company disposed of and retired computer equipment with an original cost of $14,579 and $13,191, respectively. There was no gain or loss recognized in the consolidated statements of operations and comprehensive (loss) income as a result of the retirement and disposal of these assets. The following table illustrates the classification of depreciation in the consolidated statements of operations and comprehensive (loss) income: Years ended December 31, 2022 $ December 31, 2021 Cost of revenues 3,721 2,649 Sales and marketing 8,213 10,103 Research and development 17,697 20,125 General and administrative 6,541 8,951 36,172 41,828 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has office, commercial and warehouse leases in Canada, the United States, Singapore, Ireland and other countries in Europe and Asia. These leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the leases for up to 10 years. All of the Company's leases are operating leases. The components of lease expense were as follows: Years ended December 31, 2022 December 31, 2021 $ $ Operating lease expense 32,697 22,268 Variable lease expense, including non-lease components 14,491 13,003 Total lease expense 47,188 35,271 As at December 31, 2022, the weighted average remaining lease term is 11 years and the weighted average discount rate is 4.9% (December 31, 2021 - 11 years and 3.3%, respectively). During the year ended December 31, 2022, the Company terminated portions of leased office space consisting of leases recognized on the consolidated balance sheet as well as future committed lease space. The terminations resulted in gains of $2,504 which is recorded as an offset within the total lease expense disclosed above. Net sublease income for the year ended December 31, 2022 was $3,308 (December 31, 2021 - $1,389), which is recorded as an offset within the total lease expense disclosed above. During the years ended December 31, 2022 and 2021, the Company identified leased office space for which it has ceased use. This resulted in impairment charges to its right-of-use assets. These impairment charges were determined by comparing the asset groups' fair values made up of the right-of-use assets and leasehold improvements, to their carrying values as of the impairment measurement date, as required under ASC 360, Property, Plant and Equipment. Fair value was determined based on the present value of the estimated future cash flows. These estimates may vary from the actual amounts due to termination or sublease agreements ultimately executed, if at all, which may result in an adjustment to the charges. These charges were recorded as general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. In the year ended December 31, 2022, the Company recorded impairment charges related to its right-of-use assets of $80,697 (December 31, 2021 - $28,436). Maturities of lease liabilities as at December 31, 2022 were as follows: Fiscal Year Offices Warehouses and Commercial Spaces Total 2023 31,311 21,831 53,142 2024 48,602 38,109 86,711 2025 48,983 39,054 88,037 2026 49,994 40,062 90,056 2027 42,768 41,503 84,271 Thereafter 242,505 252,247 494,752 Total future minimum payments 464,163 432,806 896,969 Minimum payments related to variable lease payments, including non-lease components (212,103) (56,234) (268,337) Imputed interest (36,466) (108,870) (145,336) Total lease liabilities 215,594 267,702 483,296 Operating lease maturity amounts included in the table above do not include sublease proceeds expected to be received under our various sublease agreements with third parties. Under the agreements initiated with third parties, the Company expects to receive sublease proceeds of $3,853 in 2023 and $15,379 thereafter. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets December 31, 2022 Cost Accumulated amortization Net book Acquired technology 449,387 93,820 355,567 Acquired customer relationships 37,040 8,109 28,931 Other intangible assets 8,384 2,734 5,650 Software development costs 15,330 15,330 — 510,141 119,993 390,148 December 31, 2021 Cost Accumulated amortization Net book Acquired technology 187,874 57,016 130,858 Acquired customer relationships 8,435 3,802 4,633 Other intangible assets 4,351 1,549 2,802 Software development costs 27,520 27,317 203 Purchased software 6,973 6,973 — 235,153 96,657 138,496 During the year ended December 31, 2022, the Company disposed of and retired software development costs, acquired technology and purchased software with a combined original cost of $30,598. There was no gain or loss recognized in the consolidated statements of operations and comprehensive (loss) income as a result of the retirement and disposal of these assets. The following table illustrates the classification of amortization expense related to intangible assets in the consolidated statements of operations and comprehensive (loss) income: Years ended December 31, 2022 $ December 31, 2021 Cost of revenues 48,681 21,518 Sales and marketing 5,070 2,195 Research and development 83 243 General and administrative 514 524 54,348 24,480 Estimated future amortization expense related to intangible assets, as at December 31, 2022 is as follows: Fiscal Year Amount 2023 82,446 2024 78,451 2025 67,868 2026 64,483 2027 61,696 Thereafter 35,204 Total 390,148 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The Company's goodwill relates to acquisitions of various companies including, but not limited to, Deliverr, Inc. ("Deliverr") which was acquired on July 8, 2022, 6RS which was acquired on October 17, 2019 and Donde Fashion, Inc. ("Donde") which was acquired on July 20, 2021. The Company completed its annual impairment test of goodwill as of September 30, 2022. The Company exercised its option to bypass the qualitative assessment pursuant to ASC 350, Intangibles - Goodwill and Other, and perform a quantitative analysis. The Company determined that the consolidated business is represented by a single reporting unit and concluded that the estimated fair value of the reporting unit was greater than its carrying amount. There were no indicators of impairment between September 30, 2022, the date which the Company completed its annual impairment test of goodwill, and December 31, 2022. No goodwill impairment was recognized in the years ended December 31, 2022 or December 31, 2021. The gross changes in the carrying amount of goodwill as of December 31, 2022 and December 31, 2021 are as follows: December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year 356,528 311,865 Acquisition of Deliverr 1,437,664 — Acquisition of Donde — 37,567 Other acquisitions (1) 42,090 7,096 Balance, end of the year 1,836,282 356,528 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities December 31, 2022 December 31, 2021 $ $ Trade accounts payable and trade accruals 363,778 284,010 Employee related accruals 67,967 71,901 Indirect taxes payable 47,263 66,184 Other payables and accruals 38,013 28,667 Foreign exchange forward contracts 15,548 5,926 532,569 456,688 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | Deferred Revenue Years ended December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year 379,724 128,815 Deferral of revenue 400,326 351,145 Recognition of deferred revenue (216,649) (100,236) Balance, end of the year 563,401 379,724 December 31, 2022 December 31, 2021 $ $ Current portion 295,888 216,792 Long-term portion 267,513 162,932 563,401 379,724 The opening balances of current and long-term deferred revenue were $107,809 and $21,006, respectively, as of January 1, 2021. As at December 31, 2022, the long-term deferred revenue, excluding non-cash consideration received, will be recognized ratably over the remaining terms of the contracts with the customers, which range from two Within total deferred revenue outlined above, non-cash consideration represents a significant portion of the balance as at December 31, 2022. The table below summarizes the gross changes in deferred revenue associated with this non-cash consideration received for the years ended December 31, 2022 and 2021. Years Ended December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year 230,574 20,896 Non-cash consideration received in exchange for services 273,201 268,058 Revenue recognized related to non-cash consideration (121,503) (58,380) Balance, end of the year 382,272 230,574 Current portion 134,871 85,086 Long term portion 247,401 145,488 382,272 230,574 three |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes In September 2020, the Company issued $920,000 aggregate principal amount of 0.125% convertible senior notes due 2025 (the "Notes"). The net proceeds from the issuance of the Notes were $907,950 after deducting underwriting fees and offering costs. The interest on the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. The Notes will mature on November 1, 2025, unless earlier redeemed or repurchased by the Company or converted pursuant to their terms. The Notes have a conversion rate of 6.9440 Class A subordinate voting shares per one thousand dollars of principal amount of Notes, which is equivalent to a conversion price of approximately $144.01 per share, adjusted to give effect to the Share Split. The conversion rate is subject to adjustment following the occurrence of certain specified events, as set out or defined in the supplemental indenture governing the Notes. In addition, upon the occurrence of a make-whole fundamental change prior to the maturity date or upon our issuance of a notice of redemption, as set out or defined in the supplemental indenture governing the Notes, the Company will, in certain circumstances, increase the conversion rate by a number of additional Class A subordinate voting shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or during the relevant redemption period. Prior to the close of business on the business day immediately preceding August 1, 2025, the Notes may be convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after March 31, 2021, and only during such calendar quarter, if the last reported sale price of the Class A subordinate voting shares on the New York Stock Exchange (the "NYSE") for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is more than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the ten business day period after any ten consecutive trading day period in which, for each trading day of that period, the trading price per one thousand dollars principal amount of Notes for each trading day was less than 98% of the product of the last reported sale price of the Class A subordinate voting shares on the NYSE and the conversion rate for the Notes on each such trading day; (3) if the Company calls any or all of the Notes for optional redemption, clean-up redemption or tax redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of certain specified corporate events. On or after August 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may, at their option, convert all or any portion of their Notes regardless of the foregoing conditions. Upon conversion, the Company can elect to settle in cash, Class A subordinate voting shares, or a combination of cash and Class A subordinate voting shares. On or after September 15, 2023, the Company may, at its option, redeem for cash all or any portion of the Notes if the last reported sale price of the Company's Class A subordinate voting shares on the NYSE has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No "sinking fund" is provided for the Notes. The Company may redeem for cash all, but not less than all, of the Notes at any time if less than $80,000 aggregate principal amount of Notes remains outstanding at such time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The Company may redeem all, but not less than all, of the Notes if the Company has or would become obligated to pay to the holder of any Note additional amounts (which are more than a de minimis amount) as a result of a change in applicable Canadian tax laws or regulations after September 15, 2020 at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (including additional interest, if any) to, but excluding, the applicable redemption date but without reduction for applicable Canadian taxes (except in respect of certain excluded holders). Upon the occurrence of a fundamental change (as set out or defined in the supplemental indenture governing the Notes) prior to the maturity date of the Notes, the Company, subject to limited exceptions, will be required to offer to purchase all of the Notes for cash at a price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest thereon to, but excluding, the fundamental change purchase date. The Notes are governed by customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare 100% of the principal of, and accrued and unpaid interest on, all the Notes to be due and payable immediately. The Notes are senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment with the Company’s existing and future unsecured liabilities that are not so subordinated; effectively subordinated to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company. The Company accounts for the Notes as a single unit of account on the balance sheet. The carrying value of the liability is represented by the face amount of the Notes, less total offering costs, plus any amortization of offering costs. Total offering costs upon issuance of the Notes were $12,050 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. Interest expense is recognized at an annual effective interest rate of 0.38% over the contractual term of the Notes. The net carrying amount of the outstanding Notes was as follows: December 31, 2022 December 31, 2021 $ $ Principal 920,000 920,000 Unamortized offering costs (6,688) (9,037) Net carrying amount 913,312 910,963 The following table sets forth the interest expense recognized related to the outstanding Notes: Years ended December 31, 2022 December 31, 2021 $ $ Contractual interest expense 1,150 1,150 Amortization of offering costs 2,349 2,343 Total interest expense related to the outstanding Notes 3,499 3,493 As at December 31, 2022, the estimated fair value of the Notes was approximately $782,580 (December 31, 2021 - $1,165,410). The estimated fair value was determined based on the last executed trade for the Notes of the reporting period in an over-the-counter market, which is considered as Level 2 in the fair value hierarchy. |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Credit Facility | Credit FacilityThe Company has a revolving credit facility with Royal Bank of Canada for $8,000 CAD. The credit facility bears interest at the Royal Bank Prime Rate plus 0.30%. As at December 31, 2022 and 2021, the effective rate was 6.75% and 2.75%, respectively, and no cash amounts were drawn under this credit facility. |
Litigation and Loss Contingenci
Litigation and Loss Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation and Loss Contingencies | Litigation and Loss Contingencies From time to time, the Company may become a party to litigation and subject to claims incidental to the ordinary course of business, including intellectual property claims, labour and employment claims and threatened claims, breach of contract claims, tax and other matters. On August 31, 2022, a jury in the U.S. District Court for the District of Delaware returned a verdict finding that the Company infringed three web technology patents owned by Express Mobile, Inc. The Company has challenged the verdict through post-trial motions and the Plaintiff has moved for interest on the amount of the verdict. On December 1, 2021, five publishers of educational materials and two of their respective parent companies ("the Plaintiffs") filed a claim against the Company in the U.S. District Court for the Eastern District of Virginia for contributory and vicarious copyright infringement and contributory trademark infringement. The action has been settled amicably between the parties, and terms of the settlement agreement are confidential. The case was dismissed with prejudice on October 5, 2022. The Company has recorded a total expense, including potential interest, of $97,000 in the year ended December 31, 2022 associated with both litigation matters described above. This was recorded as general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. The Company currently has no other known material pending litigation or claims. The Company is not aware of any other litigation matters or loss contingencies that would be expected to have a material adverse effect on the business, consolidated financial position, results of operations, or cash flows. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related PartiesIn January 2022, the Company entered a strategic partnership with a private company totaling $97,149, which is comprised of a $50,000 cash investment in the private company and the receipt of $47,149 in non-cash consideration to provide services for a duration of three years. A member of the Company's board of directors also serves as a director on the board of the aforementioned private company. For the year ended December 31, 2022, the Company recognized revenue of $14,954 from the private company for referral services. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Founder Share On June 7, 2022, the Company's shareholders approved an update to the Company's governance structure pursuant to a plan of arrangement under the Canada Business Corporations Act (the "Arrangement"). Under the terms of the Arrangement, on June 9, 2022 the Company created a new class of share, designated as the Founder share, and issued such Founder share to Tobias Lütke. The Founder share provides Mr. Lütke with a variable number of votes that, when combined with the Class B multiple voting shares (which are now described as Class B restricted voting shares as a result of the Company's updated governance structure) beneficially owned by him, his immediate family and his affiliates, will represent 40% of the aggregate voting power attached to all of the Company's outstanding shares. Share Split On June 7, 2022, the Company's shareholders approved a ten-for-one split of the Company's Class A subordinate voting shares and Class B restricted voting shares. Each shareholder of record on June 22, 2022 received nine additional Class A subordinate voting shares and Class B restricted voting shares, as applicable, for every one share held, distributed after close of trading on June 28, 2022. All share and per share amounts presented herein have been retrospectively adjusted to reflect the impact of the share split. Public Offerings In February 2021, the Company completed a public offering in which it issued and sold 11,800,000 Class A subordinate voting shares at a public offering price of $131.50 per share, adjusted to give effect to the Share Split. The Company received total net proceeds of $1,541,168 after deducting offering fees and expenses of $10,532. Common Stock Authorized The Company is authorized to issue an unlimited number of Class A subordinate voting shares, an unlimited number of Class B restricted voting shares and one Founder share. The Class A subordinate voting shares have one vote per share, the Class B restricted voting shares have 10 votes per share and the Founder share has a variable number of votes per share. The Class B restricted voting shares are convertible into Class A subordinate voting shares on a one-for-one basis at the option of the holder. Class B restricted voting shares will also automatically convert into Class A subordinate voting shares in certain other circumstances. The Founder share cannot convert into either Class A subordinate voting shares or Class B restricted voting shares. 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. Employee Compensation System On September 1, 2022, the Company launched Flex Comp which provides employees with a single total compensation reward amount that is to be allocated between cash, stock options and RSUs at the discretion of the employees, subject to certain restrictions around minimum allocations of cash and stock-based compensation. The majority of the Company's employees were eligible and entered into Flex Comp and all previously granted but unvested stock options and RSUs of these employees were forfeited in connection with the new system on September 1, 2022. The Company applied modification accounting resulting in stock-based compensation cost equal to, or greater than, the original grant date fair value of the modified awards being recognized as an operating expense over the requisite service period. The modification did not result in a one-time expense on the date Flex Comp was launched because none of the requisite service period had been completed as of that date. Employee elections for allocating their total compensation reward between cash and stock-based compensation currently occur on a quarterly basis, which may result in the split between cash and stock-based compensation varying from quarter to quarter. Stock-Based Compensation In 2008, the Board of Directors adopted and the Company’s shareholders approved the Legacy Option Plan. Immediately prior to the completion of the Company’s May 2015 Initial Public Offering ("IPO"), and in connection with the closing of the offering, each option outstanding under the Legacy Option Plan became exercisable for one Class B restricted voting share. Following the closing of the Company’s IPO, no further awards were made under the Legacy Option Plan. The Legacy Option Plan continues to govern awards granted thereunder. The Company’s Board of Directors and shareholders approved a stock option plan, as well as a long term incentive plan, each of which became effective upon the closing of the Company's IPO on May 27, 2015. On May 30, 2018 and on May 26 2021, the Company’s Board of Directors and shareholders amended both of these plans. The SOP allows for the grant of options to the Company’s officers, directors, employees and consultants. All options granted under the SOP will have an exercise price determined and approved by the Company’s Board of Directors at the time of grant, which shall not be less than the market price of the Class A subordinate voting shares at such time. For purposes of the SOP, the market price of the Class A subordinate voting shares shall be the volume weighted average trading price of the Class A subordinate voting shares on the NYSE for the five time of grant. Options granted under the SOP between November 2017 and August 2022 have been approved with a three year vesting schedule with one-third vesting after one year and the remainder vesting evenly over the remaining 24 months. As a result of Flex Comp, certain options in the aforementioned plans were forfeited and their associated vesting schedules were ended. For employees that allocated a portion of their new total compensation reward to obtain options, such options are granted quarterly and generally vest on a monthly basis over a period of three months. On October 17, 2019, the Company approved the issuance of rollover options, from treasury, under the 6 River Systems 2016 Amended and Restated Stock Option and Grant, adopted on closing of the acquisition of 6RS. On July 8, 2022, the Company approved the issuance of rollover options, from treasury, under the Deliverr, Inc. 2017 Stock Option and Grant Plan, adopted on the closing of the acquisition of Deliverr. The LTIP provides for the grant of share units, or LTIP Units, consisting of RSUs, performance share units (PSUs), and deferred share units (DSUs). Each LTIP Unit represents the right to receive one Class A subordinate voting share in accordance with the terms of the LTIP. Unless otherwise approved by the Board of Directors, RSUs will vest as to 1/3 each on the first, second and third anniversary dates of the date of grant. Prior to November 2017 all RSU grants were approved with a four-year vesting schedule with 25% vesting after one year and the remainder vesting evenly over the remaining 36 months. RSUs granted between November 2017 and August 2022 have been approved with three-year vesting schedules. As a result of Flex Comp, certain RSUs were forfeited and their associated vesting schedules were ended. For employees that allocated a portion of their new total compensation reward to obtain RSUs, the RSUs are granted quarterly and generally vest on a monthly basis over the period of three months. A PSU participant’s grant agreement will describe the performance criteria established by the Company’s Board of Directors that must be achieved for PSUs to vest to the PSU participant, provided the participant is continuously employed by or in the Company’s service or the service or employment of any of the Company’s affiliates from the date of grant until such PSU vesting date. As at December 31, 2022, there have been nil PSUs granted. DSUs will be granted solely to directors of the Company, at their option, in lieu of their Board retainer fees. DSUs will vest upon a director ceasing to act as a director. The maximum number of Class A subordinate voting shares reserved for issuance, in the aggregate, under the Company's SOP and the LTIP was initially equal to 37,436,920 Class A subordinate voting shares, adjusted to give effect to Share Split. The number of Class A subordinate voting shares available for issuance, in the aggregate, under the SOP and the LTIP will be automatically increased on January 1st of each year, beginning on January 1, 2016 and ending on January 1, 2026, in an amount equal to 5% of the aggregate number of outstanding Class A subordinate voting shares and Class B restricted voting shares on December 31st of the preceding calendar year. As at January 1, 2023, there were 363,122,166 shares available for issuance under the Company's SOP and LTIP. The following table summarizes the stock option and RSU award activities under the Company's share-based compensation plans for the years ended December 31, 2022 and 2021: 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, 2020 24,892,775 10.38 5.45 2,559,442 — 11,129,673 37.71 Stock options granted 2,158,930 138.02 — — 57.99 — — Stock options exercised (14,948,400) 7.26 — — — — — Stock options forfeited (564,640) 87.36 — — — — — RSUs granted — — — — — 5,620,840 141.02 RSUs settled — — — — — (6,934,480) 30.98 RSUs forfeited — — — — — (1,377,850) 64.82 December 31, 2021 11,538,665 34.52 5.67 1,190,972 — 8,438,183 107.63 Stock options granted (3) 7,432,555 35.61 — — 24.83 — — Stock options exercised (3,126,869) 5.61 — — — — — Stock options forfeited (4) (1,835,590) 72.65 — — — — — RSUs granted (3) — — — — — 22,100,197 44.44 RSUs settled — — — — — (7,380,507) 63.86 RSUs forfeited (5) — — — — — (12,938,967) 75.11 December 31, 2022 14,008,761 36.55 6.71 194,845 — 10,218,906 43.74 Stock options exercisable as of December 31, 2022 8,758,121 29.63 5.31 150,495 (1) As at December 31, 2022 1,038,218 of the outstanding stock options were granted under the Company's Legacy Option Plan and are exercisable for Class B restricted voting shares, 10,951,410 of the outstanding stock options were granted under the Company's Stock Option Plan and are exercisable for Class A subordinate voting shares, 137,254 of the outstanding stock options were granted under the 6 River Systems 2016 Amended and Restated Stock Option and Grant Plan and are exercisable for Class A subordinate voting shares, and 1,881,879 of the outstanding stock options were granted under the Deliverr 2017 Stock Option and Grant Plan and are exercisable for Class A subordinate voting shares. (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of the Company's Class A subordinate voting shares as of December 31, 2022 and December 31, 2021. (3) Effective September 1, 2022, each employee that decided to enter into Flex Comp now receives a quarterly grant that generally vests on a monthly basis over a period of three months. Of the stock options granted, 2,251,863 related to the Deliverr acquisition, 1,282,662 related to Flex Comp and the remainder related to other compensation grants. Of the RSUs granted, 1,209,192 related to the Deliverr acquisition, 4,010,825 related to Flex Comp and the remainder related to other compensation grants. (4) 690,158 of the stock options forfeited in the year ended December 31, 2022 related to employees that decided to enter into Flex Comp and 41,186 related to the reduction in workforce. The remainder related to standard voluntary and involuntary exits. (5) 10,227,545 of the RSUs forfeited in the year ended December 31, 2022 related to employees that decided to enter into Flex Comp and 428,777 related to the reduction in workforce. The remainder related to standard voluntary and involuntary exits. As at December 31, 2022 the Company had issued 11,413 DSUs under its LTIP. In connection with the acquisition of 6RS, 1,220,800 Class A subordinate voting shares were issued with trading restrictions, adjusted to give effect to the Share Split. The restrictions on these shares are lifted over time and are being accounted for as stock-based compensation as the vesting is contingent on continued employment and therefore related to post-combination services. As at December 31, 2022, 305,200 of the Class A subordinate voting shares remained restricted. In connection with the acquisition of Deliverr, 5,397,628 Class A subordinate voting shares were issued with trading restrictions. The restrictions on these shares are lifted over time and are being accounted for as stock-based compensation as the vesting is contingent on continued employment and therefore related to post-combination services. As at December 31, 2022, 5,397,628 of the Class A subordinate voting shares remained restricted. In connection with other acquisitions, 251,972 Class A subordinate voting shares were issued with trading restrictions. The restrictions on these shares are lifted over time and are being accounted for as stock-based compensation as the vesting is contingent on continued employment and therefore related to post-combination services. As at December 31, 2022, 251,972 of the Class A subordinate voting shares remained restricted. The total intrinsic value of stock options exercised and RSUs settled during the years ended December 31, 2022 and 2021 was $464,603 and $2,945,683, respectively. The aggregate intrinsic value of options exercised is calculated as the difference between the exercise price of the underlying stock option awards and the market value on the date of exercise. As of December 31, 2022 and 2021, there was $492,257 and $810,327, respectively, of remaining unamortized compensation cost related to unvested stock options and RSUs granted to the Company’s employees. This cost will be recognized over an estimated weighted-average remaining period of 1.96 years. Total unamortized compensation cost will be adjusted for future changes in estimated forfeitures. Stock-Based Compensation Expense All share-based awards are measured based on the grant date fair value of the awards and recognized in the consolidated statements of operations and comprehensive (loss) income over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model, which requires assumptions, including the fair value of the Company's underlying common stock, expected term, expected volatility, risk-free interest rate and dividend yield of the Company's common stock. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, share-based compensation expense could be materially different in the future. These assumptions are estimated as follows: • Fair Value of Common Stock. The Company uses the five-day volume weighted average price for its common stock as reported on the New York Stock Exchange. • Expected Term. The Company determines the expected term based on the average period the stock options are expected to remain outstanding. The Company bases the expected term assumptions on its historical behavior combined with estimates of the post-vesting holding period. • Expected Volatility. The Company determines the price volatility factor based on the Company's historical volatility over the expected term of the stock options. • Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes valuation model on the yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term of the stock options for each stock option group. • Expected Dividend. The Company has not paid and does not anticipate paying any cash dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero in the option pricing model. The grant weighted average assumptions used to estimate the fair value of stock options granted to employees were as follows: Years ended December 31, 2022 December 31, 2021 Expected volatility 63.3 % 53.1 % Risk-free interest rate 2.90 % 0.71 % Dividend yield Nil Nil Average expected term 3.65 4.15 In addition to the assumptions used in the Black-Scholes option valuation model, the Company also estimates a forfeiture rate to calculate the share-based compensation expense for our awards. The Company's forfeiture rate is based on an analysis of its actual forfeitures. The Company will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover, and other factors. Changes in the estimated forfeiture rate can have a significant impact on share-based compensation expense as the cumulative effect of adjusting the rate is recognized in the period the forfeiture estimate is changed. If a revised forfeiture rate is higher/lower than the previously estimated forfeiture rate, an adjustment is made that will result in an increase/decrease to the share-based compensation expense recognized in the consolidated financial statements. The following table illustrates the classification of stock-based compensation in the consolidated statements of operations and comprehensive (loss) income, which includes both stock-based compensation and restricted share-based compensation expense: Years ended December 31, 2022 December 31, 2021 $ $ Cost of revenues 8,591 6,676 Sales and marketing 63,255 41,546 Research and development 386,596 215,193 General and administrative 90,700 67,348 549,142 330,763 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive (Loss) Income | Changes in Accumulated Other Comprehensive (Loss) Income The following table summarizes the changes in accumulated other comprehensive (loss) income, which is reported as a component of shareholders’ equity, for the years ended December 31, 2022 and 2021: Accumulated Other Comprehensive (Loss) Income Years ended December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year (5,974) 8,770 Other comprehensive (loss) income before reclassifications (33,652) 2,791 Loss (gain) on cash flow hedges reclassified from accumulated other comprehensive (loss) income to earnings were as follows: Cost of revenues 864 (1,001) Sales and marketing 5,046 (6,212) Research and development 13,338 (12,514) General and administrative 3,964 (3,125) Tax effect on unrealized loss (gain) on cash flow hedges (59) 5,317 Other comprehensive loss, net of tax (10,499) (14,744) Balance, end of the year (16,473) (5,974) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The domestic and foreign components of (loss) income before income taxes and recovery of (provision for) income taxes were as follows: Years ended December 31, 2022 December 31, 2021 $ $ (Loss) income before income taxes Domestic (2,552,766) 1,920,503 Foreign (1,070,082) 1,220,089 (3,622,848) 3,140,592 Current income tax expense Domestic (508) (1,815) Foreign (23,633) (33,155) (24,141) (34,970) Deferred income tax recovery (expense) Domestic 180,062 (191,589) Foreign 6,509 626 186,571 (190,963) Recovery of (provision for) income taxes 162,430 (225,933) The reconciliation of the expected income tax recovery (expense) to the actual recovery of (provision for) income taxes reported in the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2022 and 2021 is as follows: Years ended December 31, 2022 December 31, 2021 $ $ (Loss) income before income taxes (3,622,848) 3,140,592 Expected income tax recovery (expense) at Canadian statutory income tax rate of 26.5% (2021 - 26.5%) 960,055 (832,446) Permanent differences Net unrealized (loss) gain on equity and other investments (418,609) 377,707 Stock-based compensation (17,681) 155,011 Foreign tax rate differential 35,982 75,940 Tax credits recognized during the year 17,182 27,244 Change in valuation allowance (397,119) (17,805) Other items (17,380) (11,584) Recovery of (provision for) income taxes 162,430 (225,933) The Company assesses whether valuation allowances should be established or maintained against its deferred tax assets, based on consideration of all available evidence, using a "more-likely-than-not" standard. The factors the Company uses to assess the likelihood of realization are its history of losses, forecasts of future pre-tax income, and tax planning strategies that could be implemented to realize the deferred tax assets. The significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 $ $ Deferred tax assets Tax loss carryforwards 434,808 261,945 Accruals and reserves 90,043 55,337 Tax credits 57,275 42,697 Capital and intangible assets 35,096 41,790 Stock-based compensation expense 53,644 33,909 Research and development expenditures 87,810 20,189 Lease liabilities 130,280 62,418 Share issuance costs 10,206 11,403 Total deferred tax assets, before valuation allowance 899,162 529,688 Valuation allowance (630,231) (179,115) Total deferred tax assets 268,931 350,573 Deferred tax liabilities Equity and other investments (23,499) (275,037) Outside basis difference of foreign subsidiaries (24,054) (130,419) Lease assets (90,605) (45,184) Intangible assets (103,618) (33,652) Other deferred tax liabilities (2,627) (1,339) Total deferred tax liabilities (244,403) (485,631) Total deferred tax assets (liabilities), net 24,528 (135,058) During the year ended December 31, 2022, the Company assessed whether a valuation allowance should be established or maintained against its deferred tax assets, based on consideration of all available positive and negative evidence, using a "more-likely-than-not" standard. The factors the Company uses to assess the likelihood of realization are its recent operating results, historical losses and the cumulative losses, forecasts of future pre-tax income, and tax planning strategies that could be implemented to realize the deferred tax assets. The Company had a recovery of income taxes of $162,430 in the year ended December 31, 2022 primarily as a result of the unrealized loss on equity and other investments, share-based compensation, and change in valuation allowance related to deferred tax assets in Canada as well as the United States. During the year ended December 31, 2022, and following the reversal of a large portion of the unrealized gains on the Company’s equity and other investments, the Company recorded a valuation allowance in Canada against the excess of the Company's Canadian deferred income tax assets relative to its deferred income tax liabilities as the Company has a history of operating losses. As a result of the application of the Company's tax rates on the results of ongoing operations, other discrete items primarily related to share-based compensation, non-taxable gains on unrealized equity and other investments, the change in valuation allowance applied to deferred tax assets in the United States, and the reversal of the valuation allowance related to deferred tax assets in Canada, the Company had a provision for income taxes of $225,933 in the year ended December 31, 2021. During the year ended December 31, 2021, the Company released a portion of the valuation allowance against its deferred income tax assets in Canada due to the overall unrealized gain on the Company’s equity and other investments. During the year ended December 31, 2021, the Company received a development and expansion incentive under the International Headquarters Award in Singapore. The incentives granted by the authorities to the Company are effective April 1, 2021 through March 31, 2026 and provide a concessionary tax rate of 5% to earnings in excess of the base income threshold. As a result of the incentive, the Company received an aggregate tax benefit of $1,794 during the year ended December 31, 2022. The Company had no material uncertain income tax positions for the years ended December 31, 2022 and 2021. The Company's accounting policy is to recognize interest and penalties related to uncertain tax positions as a component of income tax expense. In the years ended December 31, 2022 and 2021, there was no material interest or penalties related to uncertain tax positions. The Company remains subject to audit by the relevant tax authorities for the years ended 2015 through 2022. Investment tax credits, which are earned as a result of qualifying R&D expenditures, are recognized and applied to reduce income tax expense in the year in which the expenditures are made and their realization is reasonably assured. As at December 31, 2022 and 2021, the Company had Canadian and U.S. federal unused non-capital tax losses of approximately $1,219,719 and $670,312, respectively. In addition, at December 31, 2022 and 2021, the Company had unused non-capital tax losses in various U.S. states of approximately $1,766,233 and $1,393,831, respectively. Of the December 31, 2022 balance, $642,118 and $1,004,499 of the federal and state non-capital tax losses respectively have no expiry. The remaining non-capital tax losses of $577,601 and $761,734, respectively, are due to expire between 2024 and 2042. In addition, at December 31, 2022 and 2021, the Company had an undeducted Canadian R&D expenditure balance totaling $140,737 and $76,166, respectively, which does not expire. As at December 31, 2022 and 2021, the Company had tax credits of $70,298 and $51,690, respectively. The investment tax credits are due to expire between 2035 and 2042. |
Net (Loss) Income per Share
Net (Loss) Income per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income per Share | Net (Loss) Income per Share The Company applies the two-class method to calculate its basic and diluted net (loss) income per share as Class A subordinate voting shares and Class B restricted 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: Years ended December 31, 2022 December 31, 2021 Numerator: Net (loss) income $ (3,460,418) $ 2,914,659 After tax effect of debt interest (1) — 2,567 Net (loss) income after tax effected debt interest $ (3,460,418) $ 2,917,226 Denominator (2) : Basic weighted average number of shares outstanding 1,266,268,155 1,246,588,910 Weighted average effect of dilutive securities: Stock options — 15,554,240 Restricted share units — 5,106,760 Convertible senior notes — 6,388,480 Deferred share units — 8,960 Diluted weighted average number of shares 1,266,268,155 1,273,647,350 Net (loss) income per share (2) : Basic $ (2.73) $ 2.34 Diluted $ (2.73) $ 2.29 Common stock equivalents excluded from net (loss) income per diluted share because they are anti-dilutive (2) : Stock options 14,008,761 277,188 Restricted share units 10,218,906 98,112 Convertible senior notes 6,388,480 — Deferred share units 11,413 — 30,627,560 375,300 (1) When the Notes are dilutive, the after tax effect of debt interest is added back to net income to calculate diluted net income per share. (2) Prior year share and per share amounts have been retrospectively adjusted to reflect the Share Split effected in June 2022. See Note 19 for details. |
Segment and Geographical Inform
Segment and Geographical Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographical Information | Segment and Geographical Information The Company has determined that it operates in a single operating and reportable segment. The following table presents total external revenues by geographic location, based on the location of the Company’s merchants: Years ended December 31, 2022 December 31, 2021 $ % $ % North America Canada 345,915 6.2 % 316,699 6.9 % United States 3,719,489 66.4 % 2,973,934 64.5 % EMEA 917,116 16.4 % 799,602 17.3 % APAC 553,361 9.9 % 467,009 10.1 % Latin America 63,983 1.1 % 54,612 1.2 % 5,599,864 100.0 % 4,611,856 100.0 % The following table presents the total net book value of the Company’s long-lived physical assets by geographic location: December 31, 2022 December 31, 2021 $ % $ % Canada 54,904 42.0 % 63,754 60.4 % United States 57,419 43.9 % 24,950 23.6 % Rest of World 18,498 14.1 % 16,822 15.9 % 130,821 100.0 % 105,526 100.0 % |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions Deliverr, Inc. On July 8, 2022, the Company completed the acquisition of Deliverr, a company based in San Francisco, California, that provides fulfillment services to ecommerce retailers. By adding Deliverr's software, which includes machine learning and optimization technology, the Company intends to accelerate the development of Shopify's logistics offering. The Company acquired 100 percent of the outstanding shares of Deliverr in exchange for cash consideration of $1,961,864 and $9,774 in Shopify Class A subordinate voting shares. In connection with the transaction, a further $293,688 in restricted shares, RSUs and stock options were issued and are being accounted for as stock-based compensation as they are related to post-combination services. The transaction was accounted for as a business combination. The following table summarizes the purchase price allocation of the Deliverr assets acquired and liabilities assumed at the acquisition date: Amount Fair value of net tangible assets and liabilities: Cash 263,850 Trade and other receivables, net 7,317 Other current assets 5,645 Property and equipment, net 12,833 Accounts payable and accrued liabilities (20,360) Other current and long-term liabilities (309) Fair value of identifiable intangible assets: Acquired technology 255,000 Customer relationships 29,000 Other intangibles 4,000 Net deferred tax liability on acquired intangibles (23,002) Goodwill 1,437,664 Total purchase price 1,971,638 The acquired technology was valued at $255,000 using a relief-from-royalty methodology, the customer relationships were valued at $29,000 using a cost approach and other intangibles were valued at $4,000 using a relief-from-royalty methodology, and are being amortized over six five Donde Fashion, Inc. On July 20, 2021, the Company completed the acquisition of software company Donde, a Delaware corporation, and its subsidiary Donde Mobile R&D Ltd. With this acquisition, the Company added engineering talent to expand its research and development capabilities. The Company acquired 100 percent of the outstanding shares of Donde in exchange for cash consideration of $50,687. The transaction was accounted for as a business combination. The operations of Donde have been consolidated into the Company’s results as of the acquisition date. The following table summarizes the purchase price allocation of the Donde assets acquired and liabilities assumed at the acquisition date: Amount Cash 887 Accounts payable and other current liabilities (7,377) Technology 24,000 Net deferred tax liability on acquired intangibles (4,390) Goodwill 37,567 Total purchase price 50,687 The acquired technology was valued at $24,000 using a cost approach and is being amortized over three years. Goodwill from the Donde acquisition is primarily attributable to the expected synergies that will result from integrating Donde and its assembled workforce. None of the goodwill recognized is deductible for income tax purposes. The deferred tax liability relates to the taxable temporary difference on the acquired intangible assets. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | These consolidated financial statements include the accounts of the Company and its directly and indirectly held wholly owned subsidiaries including, but not limited to: Shopify International Limited, incorporated in Ireland; Shopify Commerce Singapore Pte. Ltd., incorporated in Singapore; and Shopify LLC, Shopify Holdings (USA) Inc. and Shopify (USA) Inc., incorporated in the state of Delaware in the United States. All intercompany accounts and transactions have been eliminated upon consolidation. |
Basis of Presentation | These 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. |
Use of Estimates | The preparation of consolidated financial statements, in accordance with U.S. GAAP, requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from the estimates made by management. Significant estimates, judgments and assumptions in these consolidated financial statements include: key judgments related to revenue recognition in determining whether the Company is the principal or an agent to the arrangements with merchants; estimates of expected credit losses related to financial assets measured at amortized cost, including contract balances and merchant cash advances and loans; certain inputs used to fair value acquired intangible assets, including royalty rates and revenue growth rates; inputs used to fair value equity and other investments in private companies, including revenue growth rates, revenue multiples based on market comparables and a discount for lack of marketability; estimates and judgments involved in applying the measurement alternative associated with equity and other investments in private companies, including the Company's assessment to evaluate whether an investment is impaired through analyzing market conditions, business results and other qualitative measures and to measure the amount of that impairment, when applicable, by developing certain key assumptions, including revenue growth rates, revenue multiples based on market comparables and a discount for lack of marketability; probabilities of achieving performance milestones associated with non-cash revenue consideration from strategic partnerships; estimates involved in evaluating the recoverability of the Company's right-of-use assets and leasehold improvements, including, but not limited to, estimated future cash flows associated with terminating or subletting the respective asset groups; the incremental borrowing rate applied to lease payments; and the probability and amount of loss contingencies. |
Revenue Recognition | The Company's sources of revenue consist of subscription solutions and merchant solutions. The Company principally generates subscription solutions revenue through the sale of subscriptions to the platform. The Company also generates additional subscription solutions revenues from the sale of subscriptions to the Point-of-Sale ("POS") Pro offering for brick and mortar merchants, the sale of themes and apps, the registration of domain names, and the collection of variable platform fees. The Company generates merchant solutions revenue by providing additional services to merchants to increase their use of the platform. The Company earns merchant solutions revenue relating to Shopify Payments, Shopify Shipping, other transaction services, referral fees, the sale of POS hardware, advertising revenue on the Shopify App Store, Shopify Email, Shopify Capital, Shop Pay Installments, Shopify Balance, Shopify's logistics offerings, non-cash consideration obtained for services rendered as part of strategic partnerships and Shopify Markets. Arrangements with merchants do not provide the merchants with the right to take possession of the software supporting the Company’s hosting platform at any time and are therefore accounted for as service contracts. The Company’s subscription service contracts do not provide for refunds or any other rights of return to merchants in the event of cancellations. The Company recognizes revenue to depict the transfer of promised services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services by applying the following steps: • Identify the contract with a customer; • Identify the performance obligations in the contract; • Determine the transaction price; • Allocate the transaction price; and • Recognize revenue when, or as, the Company satisfies a performance obligation. The Company follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another party that contributes to providing a specified service to a customer. In these instances, the Company determines whether it has promised to provide the specified service itself (as principal) or to arrange for the specified service to be provided by another party (as an agent). This determination depends on the facts and circumstances of each arrangement and, in some instances, involves significant judgment. The Company recognizes revenue from Shopify Shipping, the sale of apps, the sale of themes, card services from Shopify Balance and Shop Pay Installments on a net basis as the Company is not primarily responsible for the fulfillment of the promised service, does not have control of the promised service, and does not have full discretion in establishing prices for the promised service and therefore is the agent in the arrangement with customers. All other revenue is reported on a gross basis, as the Company has determined it is the principal in the respective arrangements. Sales taxes collected from merchants and remitted to government authorities are excluded from revenue. The Company's arrangements with customers can include multiple performance obligations, which may consist of some or all of the Company's subscription solutions. When contracts involve multiple performance obligations, the Company evaluates whether each performance obligation is distinct and should be accounted for as a separate unit of accounting under Topic 606. In the case of subscription solutions, the Company has determined that merchants can benefit from the service on its own, and that the service being provided to the merchant is separately identifiable from other promises in the contract. Specifically, the Company considers the distinct performance obligations to be the subscription solution, custom themes, feature-enhancing apps and unique domain names. The total transaction price is determined at the inception of the contract and allocated to each performance obligation based on their relative standalone selling prices. In the case of merchant solutions, the transaction price for each performance obligation is based on the observable standalone selling price for each performance obligation. The transaction price for multiple merchant solutions is never a bundled price, therefore a relative allocation is not required. The Company determines the standalone selling price by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration for our subscription solutions include discounting practices, the size and volume of our transactions, the customer demographic, the geographic area where services are sold, price lists, our go-to-market strategy, historical standalone sales and contract prices. The determination of standalone selling prices is made through consultation with and approval by our management, taking into consideration our go-to-market strategy. As the Company's go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative standalone selling prices. The Company generally receives payment from its merchants at the time of invoicing. In all other cases, payment terms and conditions vary by contract type, although terms generally include a requirement for payment within 30 days of the invoice date. In instances where timing of revenue recognition differs from the timing of invoicing and subsequent payment, we have determined our contracts do not include a significant financing component. Subscription Solutions Subscription revenue from the sale of subscriptions to the platform is recognized over time on a ratable basis over the contractual term. The contract terms are monthly, annual or multi-year subscription terms. Revenue recognition begins on the date that the Company’s service is made available to the merchant. Certain subscription contracts have a transaction price that includes a variable component that is based on the merchants' volume of sales. In such cases, the Company uses the exception to the general principles for accounting for variable consideration, which allows it to recognize revenue when the merchant's sale occurs and the performance obligation has been satisfied. Subscription revenue from the sale of POS Pro subscriptions is recognized over time on a ratable basis over the monthly or annual contractual term. Payments received in advance of services being rendered are recorded as deferred revenue and recognized ratably over time, over the requisite service period. Revenue from the sale of separately priced themes and apps is recognized at a point in time, when the arrangement between the merchant and partner is established. Revenue from the sale of rights to use a domain name that is sold separately, is recognized ratably over time, over the contractual term, which is generally an annual term. Revenue from themes, apps and domains have been classified within subscription solutions on the basis that they are products sold at the time the merchant initially enters into the subscription services arrangement or because the customer purchases the right to use the product over the term of the contract, similar to a subscription. Merchant Solutions Revenues earned from Shopify Payments related to payment processing fees and currency conversion fees, Shopify Shipping related to the sale of shipping labels, other transaction services, and referral fees are recognized at a point in time, at the time of the transaction. For the sale of POS hardware, revenue is recognized at a point in time, based on when ownership passes to the merchant, in accordance with the shipping terms. Advertising revenue on the Shopify App Store is recognized at a point in time as merchants click on the advertised apps. Shopify Email revenue is recognized at a point in time based on the merchants' volume of emails sent. The Company also earns revenue from Shopify Capital, a merchant cash advance ("MCA") and loan program for eligible merchants. The Company evaluates identified underwriting criteria such as, but not limited to, historical sales data prior to purchasing the eligible merchant's future receivables, or making a loan, to help assess collectibility. Under Shopify Capital, the Company purchases a designated amount of future receivables at a discount or makes a loan, and the merchant remits a fixed percentage of their daily sales to the Company, until the outstanding balance has been fully remitted. Certain merchant cash advances and loans are facilitated by the Company and originated by a bank partner, from whom the Company then purchases the merchant cash advances and loans obtaining all rights, title, and interest or discount for a fee calculated as a percentage of the merchant cash advance or loan's principal. In the years ended December 31, 2022 and 2021, these purchases added up to $511,646 and $127,037, respectively, of merchant cash advances and loans to Shopify merchants. Revenues for Shopify Capital are earned in accordance with the description below and are presented net of any deferred origination fees which are amortized over the contractual or expected term of the MCA or loan. For Shopify Capital MCA's, the Company applies a percentage of the remittances collected against the merchant's receivable balance, and a percentage, which is related to the discount, as merchant solutions revenue. For certain Shopify Capital loans, there is a fixed maximum repayment term. For certain other Shopify Capital loans, the Company calculates an expected repayment date. Using the merchant's contractual or expected repayment date, the Company calculates an effective interest rate based on the merchant's expected future payment volume to determine how much of a merchant's repayment to recognize as revenue and how much to apply against the merchant's receivable balance. In the years ended December 31, 2022 and 2021, $45,840 and $19,496, respectively, of revenue recognized as merchant solutions revenue required the application of an effective interest rate, per ASC 310. Revenues earned from Shop Pay Installments, a "buy now pay later" product, are recognized at a point in time when a merchant makes a sale using this product, and is based on a percentage of the total order value. The Company earns and recognizes a portion of the revenue from each merchant sale, with the majority of revenue earned and recognized by the Company's third-party provider that bears the buyer underwriting and buyer credit risk associated with the product. Revenues earned from Shopify Balance, our money management product, are recognized at the time of the transaction as the Shopify Balance card is used, with cash back rewards earned through the program netted against revenue. Shopify Fulfillment Network and Deliverr fulfillment services generate revenue from their respective fulfillment solutions, which include picking, packing and preparing orders for shipment, and outbound shipping, as well as additional revenues from inbound shipping, storage, returns processing, and other fulfillment-related services as needed by merchants. Revenue related to these fulfillment solutions is recognized over time as the Company fulfills, up to completion of delivery. Revenues related to the inbound, storage and return processing offerings are recognized over time, and revenues related to other fulfillment-related services are recognized at a point in time, once the services have been rendered. The Company also earns revenues from providing cloud-based software on collaborative warehouse fulfillment solutions which are recognized over time, over the contractual term, which can be up to five years. Payments received in advance of services being rendered are recorded as deferred revenue and recognized ratably over time, over the requisite service period. In connection with certain revenue contracts with customers, the Company, from time to time, receives non-cash consideration in the form of equity investments in the customer as a component of the transaction price. When the transaction price includes non-cash consideration, the non-cash consideration is measured as the fair value at the inception of the contract, and any changes in fair value of the equity investments after contract inception are excluded from revenue, and classified as "other (expense) income, net" in the consolidated statement of operations and comprehensive (loss) income. The estimated fair value of such consideration is determined using multiple valuation techniques, including the income approach and the market approach. As the Company is required to provide referral services and other services to support the partners' merchant offerings over the period of the performance obligations, revenue is deferred and recognized over time on a ratable basis over the expected terms of the contracts, which are typically three In addition, the Company integrates services to centralize the platform's cross-border capabilities and enable merchants to penetrate the global commerce market through Shopify Markets. Shopify Markets leverages the Company's existing transactional services and partnerships from which the Company earns referral fees or transaction fees to provide a tailored experience for each market. The timing of revenues earned are recognized in accordance with the preceding paragraphs. Capitalized Contract Costs |
Cost of Revenues | The Company’s cost of revenues related to subscription solutions consist of third-party infrastructure, hosting costs and other direct costs, an allocation of costs incurred by both the operations and support functions, credit card fees related to billing our merchants, payments for domain registration, amortization of acquired intangible assets, and, until the end of the third quarter of 2021, the costs of themes.The Company's cost of revenues related to merchant solutions includes payment processing fees related to Shopify Payments, credit card fees related to billing its merchants, product costs associated with expanding our product offerings, including Shopify Balance, amortization of acquired intangible assets relating mostly to the acquired Deliverr and 6 River Systems, LLC ("6RS") technology, POS hardware costs, cash back earned through our rewards program, third-party infrastructure and hosting costs, and an allocation of costs incurred by both the operations and support functions. Merchant solutions cost of revenues also includes costs associated with picking, packing and preparing orders for shipment, outbound shipping, warehouse storage, overhead costs and other costs for fulfillment-related services as part of Shopify's logistics offerings, and materials and third-party manufacturing costs associated with fulfillment robots sold to customers rather than leased to customers, which are capitalized and depreciated into cost of revenues. |
Rewards Program | Certain buyers in the U.S. can participate in our rewards program ("Shop Cash") and earn Shop Cash through various policies. Reward members can redeem Shop Cash, which we track on their behalf, on any purchase they make through the Shop app. Shop Cash cannot be redeemed for cash. Under the Company's rewards program, rewards earned are either expensed as a cost of revenues or as a sales and marketing expense, depending on the policy the rewards were earned under. The rewards are expensed when it becomes available to the buyer at an estimated value based on the redemption value, less an estimated amount representing Shop Cash that is not expected to be redeemed ("breakage"). Breakage is based on historical breakage trends and supportable forecasted information. |
Software Development Costs | Research and development costs are generally expensed as incurred. These costs primarily consist of personnel and related expenses, contractor and consultant fees, stock-based compensation, and corporate overhead allocations, including depreciation. The Company capitalizes certain development costs incurred in connection with its internal use software. These capitalized costs are related to the development of its software platform that is hosted by the Company and accessed by its merchants on a subscription basis as well as material internal infrastructure software. Costs incurred in the preliminary stages of development are expensed as incurred. The Company starts to capitalize all direct and incremental costs incurred during the application development phase when technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Capitalization ceases once the additional features and functionality are put into service. Capitalized costs are recorded as part of intangible assets in the consolidated balance sheets and are amortized on a straight-line basis over their estimated useful lives of two |
Advertising Costs | Advertising costs are expensed as incurred. |
Leases | The Company accounts for leases by first determining if an arrangement is a lease, or contains a lease, at inception. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate, therefore, the incremental borrowing rate based on the information available at commencement date was used to determine the present value of lease payments. The right-of-use assets exclude lease incentives, which are accounted for as a reduction of lease liabilities if they have not yet been received. The Company's lease terms may include options to extend or terminate the lease. These options are included in the lease terms when it is reasonably certain they will be exercised. Lease expense related to lease components is recognized on a straight-line basis over the lease term. The carrying values of right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. The determination of whether any impairment exists includes a comparison of estimated undiscounted future cash flows anticipated to be generated over the remaining life of an asset or asset group to their net carrying value. If the estimated undiscounted future cash flows associated with the asset or asset group are less than the |
Leases | The Company subleases certain leased office space and recognizes sublease income on a straight-line basis over the sublease term. Sublease payments received for variable lease costs will be recorded as income, as earned. The Company recognizes sublease income as an offset to lease expense in the consolidated statements of operations and comprehensive (loss) income. |
Stock-Based Compensation | On September 1, 2022, the Company launched its new employee compensation system ("Flex Comp"), which provides employees with a single total compensation amount that is to be allocated between cash, stock options and restricted share units ("RSUs") at the discretion of the employees, subject to certain restrictions around minimum and maximum allocations between cash and stock-based compensation. For the portion of their total compensation that employees allocate to stock-based compensation, the Company began granting stock options and RSUs quarterly that generally vest on a monthly basis over a period of three months. Flex Comp was optional for employees at the time of launch. For those who choose not to enter into the new system there is no change to their compensation or the related stock-based compensation accounting. The accounting for stock-based awards is based on the fair value of the award measured at the grant date. Accordingly, stock-based compensation cost is recognized in the consolidated statements of operations and comprehensive (loss) income as an operating expense over the requisite service period. The fair value of stock options is determined using the Black-Scholes option-pricing model, single option approach. An estimate of forfeitures is applied when determining compensation expense. The Company determines the fair value of stock option awards on the date of grant using assumptions regarding expected term, share price volatility over the expected term of the awards, risk-free interest rate, and dividend rate. All shares issued under the Company's Fourth Amended and Restated Stock Option Plan ("Legacy Option Plan"), the Second Amended and Restated Stock Option Plan ("SOP"), and the Second Amended and Restated Long Term Incentive Plan ("LTIP"), 6 River Amended and Restated Stock Option and Grant Plan, and Deliverr, Inc. 2017 Stock Option and Grant Plan are from treasury. |
Income Taxes | Income tax expense includes Canadian, U.S., and foreign income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized. The Company considers many factors when assessing the likelihood of future realization of our deferred tax assets, including its recent cumulative loss experience and expectations of future earnings, capital gains and |
Earnings Per Share | Basic earnings per share are calculated by dividing net earnings attributable to common equity holders of the Company by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share are calculated by dividing net earnings attributable to common equity holders of the Company by the weighted average number of shares of common stock outstanding during the year, plus the effect of dilutive potential common stock outstanding during the year. The Company uses the treasury stock method for calculating the effect of dilutive potential common stock from employee stock options and employee RSUs. This method requires that dilutive effect be calculated as if all dilutive potential common stock had been exercised at the latest of the beginning of the year or on the date of issuance, as the case may be, and that the funds obtained thereby (plus an amount equivalent to the unamortized portion of related stock-based compensation costs) be used to purchase common stock of the Company at the average fair value of the common stock during the year. The Company uses the if-converted method for calculating the effect of dilutive potential common stock from its 0.125% convertible senior notes due 2025 (the "Notes"). If the effect of the if-converted method is dilutive, net earnings are adjusted for the after-tax effect of debt interest relating to the Notes and the amount of dilutive potential common stock are included in the total number of shares used to compute diluted earnings per share. If the effect of the if-converted method is anti-dilutive, no adjustments are made to net earnings or the total number of shares used to compute diluted earnings per share. The Company applies this method by using the common stock issuable upon conversion determined by the end-of-period conversion price. |
Foreign Currency Translation and Transactions | The functional and reporting currency of the Company and its subsidiaries is the USD. Monetary assets and liabilities denominated in foreign currencies are re-measured to USD using the exchange rates at the consolidated balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are measured in USD using historical exchange rates. Revenues and expenses are measured using the actual exchange rates prevailing on the dates of the transactions. Gains and losses resulting from re-measurement are recorded in the Company’s consolidated statements of operations and comprehensive (loss) income as foreign exchange (loss) gain, with the exception of foreign exchange forward contracts and options used for hedging which are re-measured in other comprehensive (loss) income and the (loss) gain is then reclassified into earnings to either cost of revenue or operating expenses in the same period, or periods, during which the hedged transaction affects earnings. |
Cash and Cash Equivalents | The Company considers all short-term highly liquid investments that are readily convertible into known amounts of cash, with original maturities at their acquisition date of three months or less to be cash equivalents. |
Marketable Securities | The Company’s marketable securities consist of U.S. and Canadian federal bonds and agency securities, U.S. term deposits, and corporate bonds and commercial paper, and mature within 12 months from the date of purchase. Marketable securities are classified as held-to-maturity at the time of purchase and this classification is re-evaluated as of each consolidated balance sheet date. Held-to-maturity securities represent those securities that the Company has both the positive intent and ability to hold to maturity and are carried at amortized cost. Interest on these securities, as well as amortization/accretion of premiums/discounts, are included in interest income. Marketable securities are assessed as to whether any unrealized loss positions are other than temporarily impaired. Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company would be required to sell the securities before the recovery of their remaining amortized cost basis. Realized gains and losses determined to be other than temporary are determined based on the specific identification method and are reported in other (expense) income in the consolidated statements of operations and comprehensive (loss) income. |
Equity and Other Investments | Strategic investments are a part of the Company's strategy and use of capital, expanding its expertise and building strong partnerships around strategic initiatives. The Company holds equity and other investments in public companies with readily determinable fair values, as well as in private companies without readily determinable fair values. Equity and other investments in publicly traded companies with readily determinable fair values are carried at fair value at each balance sheet date and any movements in the fair value are recognized into net (loss) income. Equity and other investments in private companies without readily determinable fair values are carried at cost less impairments, with subsequent adjustments for observable changes (referred to as the measurement alternative). The Company also holds investments in convertible notes of private companies which are classified as available-for-sale debt securities, for which the Company has elected to account for under the fair value option. The investments are carried at fair value at each balance sheet date and any movements in the fair values are recognized in net (loss) income. The Company evaluates each investee to determine if the investee is an equity investment for which the company has significant influence. As of December 31, 2022 and 2021, there were no such investments. The Company also evaluates each investee to determine if the investee is a variable interest entity and, if so, whether the Company is the primary beneficiary of the variable interest entity. The Company has determined, as of December 31, 2022 and 2021, that there were no variable interest entities required to be consolidated in the Company’s consolidated financial statements. |
Fair Value Measurements | The carrying amounts for cash and cash equivalents, marketable securities, trade and other receivables, merchant cash advances receivable, loans, trade accounts payable and accruals, and employee-related accruals approximate fair value due to the short-term maturities of these instruments. The Company measures certain financial assets and liabilities at fair value based on applicable accounting guidance, using a fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value. Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
Fair Value Option | The guidance in ASC 815, Derivatives and Hedging, provides a fair value option election that allows entities to make an irrevocable election to not separate embedded derivatives from their host contract and to fair value the hybrid instrument upon initial recognition and subsequent measurement dates for certain eligible financial assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis and must be applied to an entire instrument and is irrevocable once elected. The Company has elected to apply the fair value option to its investments in convertible notes in private companies. The fair value elections were made in order to maintain consistency in presentation across equity and other investments. |
Derivatives and Hedging | The majority of the Company's derivative products are foreign exchange forward contracts and options, which are designated as cash flow hedges of foreign currency forecasted expenses. By their nature, derivative financial instruments involve risk, including the credit risk of non-performance by counterparties. The Company may hold foreign exchange forward contracts and options to mitigate the risk of future foreign exchange rate volatility related to future Canadian dollar ("CAD") and British Pound Sterling ("GBP") denominated costs and current and future obligations. The Company's foreign currency forward contracts and options generally have maturities of twelve months or less. The critical terms match method 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 and options are recorded in accumulated other comprehensive income ("AOCI"). The effective portion of the gain or loss on each forward contract and option is reported as a component of AOCI and reclassified into earnings to either 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 (expense) income. 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 the Company's counterparties, which permits net settlement of multiple, separate derivative contracts with a single payment. The Company presents its derivative instruments on a net basis in the consolidated financial statements. |
Provision for Credit Losses Related to Merchant Cash Advances and Loans and Provision for Transaction Losses Related to Shopify Payments, Shop Pay Installments, and Shopify Balance | Merchant cash advance receivables and loans represent the aggregate amount of Shopify Capital related receivables owed by merchants as of the balance sheet date, net of an allowance for expected credit losses. The Company estimates the provision based on an assessment of various factors, including historical trends, merchants' gross merchandise volume (GMV), supportable forecasted information and other factors, including macroeconomic factors, that may affect the merchants' ability to make future payments on the receivables. Additions to the provision are reflected in current operating results, while charges against the provision are made when losses are incurred. These additions are classified within transaction and loan losses on the consolidated statements of operations and comprehensive (loss) income. Recoveries are reflected as a reduction in the allowance for credit losses related to merchant cash advances and loans when the recovery occurs. Provision for Transaction Losses Related to Shopify Payments, Shop Pay Installments, and Shopify Balance Shopify Payments, Shop Pay Installments, and Shopify Balance losses arise from unrecovered merchant transactions due to returns and disputes. Shopify Balance may also incur losses when a merchant account experiences unauthorized transactions where funds cannot be recovered or reversed. The Company estimates the provision based on an assessment of various factors, including historical trends, GMV (facilitated using Shopify Payments and Shop Pay Installments including those managed using Shopify Balance), supportable forecasted information and other factors that may increase the volume of losses. Additions to the provision are reflected in current operating results, while charges against the provision are made when losses are incurred. These additions are classified within transaction and loan losses on the consolidated statements of operations and comprehensive (loss) income. |
Loss Contingencies | The Company records accruals for loss contingencies when losses are probable and reasonably estimable. The Company evaluates developments in legal matters that could affect the amount of liability that has been previously accrued and makes adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount of a loss or potential loss. The Company may be unable to reasonably estimate the reasonably possible loss or range of loss for a particular legal contingency for various reasons, including, among others, because: (i) the damages sought are indeterminate; (ii) the proceedings are in the relative early stages; (iii) there is uncertainty as to the outcome of pending proceedings (including motions and appeals); (iv) there is uncertainty as to the likelihood of settlement and the outcome of any negotiations with respect thereto; (v) there remain significant factual issues to be determined or resolved; (vi) the relevant law is unsettled; or (vii) the proceedings involve novel or untested legal theories. In such instances, there may be considerable uncertainty regarding the ultimate resolution of such matters, including the likelihood or magnitude of a possible eventual loss, if any. |
Convertible Senior Notes | The Company adopted ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, effective January 1, 2021 using the modified retrospective approach. The adoption eliminated the requirement to separately account for the liability and equity components of the Notes, which existed under previous accounting guidance. This resulted in a reclassification of $158,810 from additional paid-in capital to long-term liabilities. Furthermore, as a result of the adoption, non-cash interest expense related to the Company's currently outstanding Notes has been eliminated. As the Company previously recognized non-cash interest expense relating to the debt discount on the liability component, this resulted in a $8,198 cumulative adjustment to increase opening retained earnings. The Company accounts for the Notes at amortized cost as a single unit of account on the balance sheet. The carrying value of the liability is represented by the face amount of the Notes, less debt offering costs, plus any amortization of offering costs. Offering costs are being amortized to interest expense over the term of the Notes using the effective interest rate method. |
Property and Equipment | Property and equipment is stated at cost, less accumulated depreciation and impairment. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. Computer equipment and fulfillment robots are depreciated over the lesser of three years and their estimated useful lives while furniture and equipment is depreciated over four years and fulfillment equipment is depreciated over its useful life, which can range from three one |
Intangible Assets | Intangible assets are stated at cost, less accumulated amortization and impairment. Amortization is calculated using the straight-line method over the estimated useful lives of the related assets. Purchased software is amortized over a three-year period, acquired technology is amortized over a two two two three |
Goodwill | Goodwill represents the excess of the purchase price over the estimated fair value of net assets of a business acquired in a business combination. Goodwill is not amortized, but instead tested for impairment at least annually. Should certain events or indicators of impairment occur between annual impairment tests, the Company will perform the impairment test as those events or indicators occur. Examples of such events or circumstances include the following: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s fair value; a significant adverse change in the business climate; and a significant decrease in growth rates. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The qualitative assessment considers the following factors: macroeconomic conditions, industry and market considerations, cost factors, overall company financial performance, events affecting the reporting unit, and changes in the Company’s fair value. If the reporting unit does not pass the qualitative assessment, the Company carries out a quantitative test for impairment of goodwill. This is done by comparing the fair value of the reporting unit with the carrying value of the reporting unit that includes goodwill. If the fair value of the reporting unit is greater than its carrying value, including goodwill, no impairment results. If the fair value of the reporting unit is less than its carrying value, including goodwill, an impairment loss would be recognized in the consolidated statements of operations and comprehensive (loss) income in an |
Business Combinations | The Company follows the acquisition method to account for business combinations in accordance with ASC 805, Business Combinations. The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their estimated fair values on the date of a business acquisition. The excess of the purchase price over the estimated fair value is recorded as goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded in the consolidated statements of operations and comprehensive (loss) income. |
Segment Information | The Company’s chief operating decision maker ("CODM") is the Chief Executive Officer. The CODM is the highest level of management responsible for assessing Shopify’s overall performance, and making operational decisions such as resource allocations related to operations, product prioritization, and delegations of authority. The CODM has determined that the Company operates in a single operating and reportable segment. |
Concentration of Credit Risk | The Company’s cash and cash equivalents, marketable securities, trade and other receivables, merchant cash advances, loans and related receivables, and foreign exchange derivative products subject the Company to concentrations of credit risk. Management mitigates this risk associated with cash and cash equivalents by making deposits and entering into foreign exchange derivative products only with large banks and financial institutions that are considered to be highly creditworthy. Management mitigates the risks associated with marketable securities by adhering to its investment policy, which stipulates minimum rating requirements, maximum investment exposures and maximum maturities. Due to the Company’s diversified merchant base, there is no particular concentration of credit risk related to the Company’s trade and other receivables and merchant cash advances and loans receivable. Trade and other receivables and merchant cash advances and loans receivable are monitored on an ongoing basis to ensure timely collection of amounts. The Company notes that its exposure to collectibility risk by customers impacted by the Russian Invasion of Ukraine is financially immaterial. The Company has mitigated some of the risks associated with Shopify Capital by opening insurance policies with Export Development Canada ("EDC"), a wholly-owned corporation of the Government of Canada, who is AAA rated as at December 31, 2022. The Company’s policies cover certain merchant cash advances and loans, subject under certain policies to minimum claim requirements and regional restrictions. The Company pays EDC a monthly premium based on total eligible dollars advanced, and records this as general and administrative expense in the consolidated statements of operations and comprehensive (loss) income. All policies include a deductible set at either a specified dollar loss threshold or calculated as a percentage of eligible advances issued. After considering the Company’s deductible and the insurer's maximum liability under the policies, the majority of the Company's gross outstanding balance of merchant cash advances and loans as at December 31, 2022 is covered. The receivable related to insurance recoveries, if any, is included in the merchant cash advances, loans and related receivables balance. There are no receivables from individual merchants accounting for 10% or more of revenues or receivables. |
Equity and Other Investments Risk | The Company holds equity and other investments that are subject to a wide variety of market-related risks that could substantially reduce or increase the fair value of our holdings. The Company's equity and other investments in public companies are recorded at fair value, which is subject to market price volatility. The Company's equity investments in private companies are recorded using the measurement alternative and are assessed each reporting period for observable price changes and impairments, which may involve estimates and judgments given the lack of readily available market data. Certain equity investments in private companies are in the early stages of development and are inherently risky due to their lack of operational history. Our debt investments in convertible notes of private companies are recorded at fair value, which are impacted by the underlying entities' valuations and interest rates. The Company has a high concentration of credit risk associated with a small number of equity and other investments that are impacted by fluctuations in their fair values or by observable changes or impairments. |
Interest Rate Risk | Certain of the Company’s cash, cash equivalents and marketable securities and loans, and debt securities earn interest. The Company’s trade and other receivables, accounts payable and accrued liabilities and lease liabilities do not bear interest. The Company's Notes have a fixed annual interest rate and thus, the Company does not have economic interest rate exposure on the Notes. The Company is not exposed to material interest rate risk. |
Foreign Exchange Risk | The Company's results of operations and foreign currency assets and liabilities are exposed to foreign currency fluctuations. While the majority of the Company's revenues, cost of revenues, and operating expenses are denominated in USD, a significant portion are denominated in foreign currencies. Due to offering Shopify Payments, Shopify Capital, subscriptions, and other billings to select countries in local currency, a significant proportion of revenue transactions are denominated in GBP, Euros ("EUR"), and CAD. Furthermore, as the Company's operations continue to be heavily weighted in CAD and as operations continue to expand internationally, a significant proportion of operating expenses are also incurred in the aforementioned foreign currencies. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the (1) recognition of an acquired contract liability and (2) payment terms and their direct effect on subsequent revenue recognized by the acquirer. The updates are effective for annual periods beginning after December 15, 2022, including interim periods within those periods. The Company will adopt and apply the guidance prospectively in fiscal year 2023. There is no impact expected at the time of adoption. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Differences between Reported Amount and Reporting Currency Denominated Amount | The following table summarizes the effects on revenues, cost of revenues, operating expenses, and (loss) income from operations of a 10% strengthening (1) of all foreign currencies the Company transacts in versus the USD without considering the impact of the Company's hedging activities and factoring in any potential changes in demand for the Company's solutions as a result of fluctuations in exchange rates: Years ended December 31, 2022 December 31, 2021 GAAP Amounts As Reported Exchange Rate Effect (2) $ At 10% Stronger Rates (3) $ GAAP Amounts As Reported Exchange Rate Effect (2) $ At 10% Stronger Rates (3) $ Revenues 5,599,864 75,735 5,675,599 4,611,856 62,459 4,674,315 Cost of revenues (2,845,745) (45,099) (2,890,844) (2,130,712) (40,548) (2,171,260) Operating expenses (3,576,418) (118,565) (3,694,983) (2,212,501) (92,425) (2,304,926) (Loss) income from operations (822,299) (87,929) (910,228) 268,643 (70,514) 198,129 (1) A 10% weakening of the foreign currencies versus the USD would have an equal and opposite impact on the Company's revenues, cost of revenues, operating expenses and (loss) income from operations as presented in the table. (2) Represents the increase or decrease in GAAP amounts reported resulting from a 10% strengthening in foreign exchange rates relative to the USD. (3) Represents the outcome that would have resulted had the foreign exchange rates relative to the USD in those periods been 10% stronger than they actually were, excluding the impact of our hedging program and without factoring in any potential changes in demand for the Company's solutions as a result of changes in exchange rates. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Debt Securities by Investment Classification | The following tables summarize debt securities by significant investment classification: As at December 31, 2022 Carrying Value Cash Equivalents Marketable Securities Equity and Other Investments Fair Value $ $ $ $ Level 1: U.S. term deposits — 600,000 — 608,337 U.S. federal bonds and agency securities 27,944 740,978 — 769,318 Canadian federal bonds and agency securities 202,488 546,943 — 750,252 Corporate bonds and commercial paper 201,513 — — 201,644 Repurchase agreements 99,000 — — 99,023 530,945 1,887,921 — 2,428,574 Level 2: Corporate bonds and commercial paper — 1,515,701 — 1,517,667 Level 3: Convertible notes in private companies — — 220,992 220,992 530,945 3,403,622 220,992 4,167,233 As at December 31, 2021 Carrying Value Cash Equivalents Marketable Securities Equity and Other Investments Fair Value $ $ $ $ Level 1: Corporate bonds and commercial paper 267,953 — — 268,090 U.S. term deposits — 900,000 — 901,689 U.S. federal bonds and agency securities — 680,436 — 681,629 Canadian federal bonds and agency securities 50,138 1,215,646 — 1,268,139 318,091 2,796,082 — 3,119,547 Level 2: Corporate bonds and commercial paper — 2,469,019 — 2,475,051 Level 3: Convertible notes in private companies — — 205,878 205,878 318,091 5,265,101 205,878 5,800,476 |
Schedule of Equity and Other Investments | Equity investments with readily determinable fair values are comprised of: December 31, 2022 December 31, 2021 Level 1 Level 3 Total Level 1 Level 3 Total $ $ $ $ $ $ Affirm Holdings, Inc. 196,278 — 196,278 2,041,126 — 2,041,126 Global-E Online Ltd. 400,222 50,900 451,122 741,775 423,387 1,165,162 Other 568 — 568 — — — 597,068 50,900 647,968 2,782,901 423,387 3,206,288 Adjustments related to equity and other investments with readily determinable fair values for the years ended December 31, 2022 and 2021 were as follows: Years ended December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year 3,206,288 — Adjustments related to equity and other investments with readily determinable fair values: Investments received not tied to services (1) 105,268 — Investments received as non-cash consideration in exchange for services 29,577 — Purchases of equity and other investments 67 40 Sale of equity and other investments (3,082) — Net unrealized (losses) gains (2,690,150) 2,855,718 Transfers from measurement alternative (2)(3) — 350,530 Balance, end of the year 647,968 3,206,288 (1) During the year ended December 31, 2022, certain private investments were acquired by third-party investors resulting in the deemed sale of equity and other investments in the year and the receipt of shares in certain public companies. Any resulting realized gains or losses were presented as "net realized gain on equity and other investments" in the consolidated statement of operations and comprehensive (loss) income. (2) Effective January 13, 2021, the Company's investment in Affirm no longer qualified for the use of the measurement alternative as the fair value of the investment became readily determinable. (3) Effective May 12, 2021, the Company's investment in Global-E no longer qualified for the use of the measurement alternative as the fair value of the investment became readily determinable. |
Schedule of Equity Investments without Readily Determinable Fair Values | The carrying value of equity investments in private companies without readily determinable fair values are: December 31, 2022 December 31, 2021 $ $ Total initial value 1,359,950 539,221 Cumulative gross unrealized gains 59,023 38,880 Cumulative gross unrealized losses and impairment (334,473) (34,722) Total carrying value of equity and other investments without readily determinable fair values (1) 1,084,500 543,379 (1) As at December 31, 2022, three investments in private companies represent $879,998 (December 31, 2021 - $348,278) of the total carrying value of equity and other investments without readily determinable fair values. Adjustments related to equity and other investments without readily determinable fair values for the years ended December 31, 2022 and 2021 were as follows: Years ended December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year 543,379 173,454 Adjustments related to equity and other investments without readily determinable fair values: Purchases of equity and other investments 598,585 450,193 Investments received as non-cash consideration in exchange for services 243,624 268,058 Gross unrealized gains 20,143 36,926 Sales of equity and other investments (1) (13,480) — Transfers to readily determinable fair values (2)(3) — (350,530) Gross unrealized losses and impairments (4) (307,751) (34,722) Balance, end of the year 1,084,500 543,379 (1) During the year ended December 31, 2022, certain private investments were acquired by third-party investors resulting in the deemed sale of equity and other investments in the year. Any resulting realized gains or losses were presented as "net realized gain on equity and other investments" in the consolidated statement of operations and comprehensive (loss) income. (2) Effective January 13, 2021, the Company's investment in Affirm no longer qualified for the use of the measurement alternative as the fair value of the investment became readily determinable. (3) Effective May 12, 2021, the Company's investment in Global-E no longer qualified for the use of the measurement alternative as the fair value of the investment became readily determinable. (4) The Company applied certain valuation methods based on information available, including the market approach and option pricing models in order to quantify the level of impairment. This required the Company to develop certain key assumptions, including revenue growth rates, revenue multiples based on market comparables and a discount for lack of marketability. Non-public information, made available to the Company from investee companies, was supplemented with estimates such as volatility, expected time to liquidity and the rights and obligations of the securities the Company holds. |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The fair values of outstanding derivative instruments were as follows: December 31, 2022 December 31, 2021 $ $ Level 2: Foreign exchange forward contracts and options assets (classified in other current assets) 1,484 1,824 Foreign exchange forward contract liabilities (classified in accounts payable and accrued liabilities) 15,548 5,926 Unrealized gains and unrealized losses related to changes in the fair value of foreign exchange forward contracts and options designated as cash flow hedges were as follows: December 31, 2022 December 31, 2021 $ $ Unrealized gains 1,189 1,215 Unrealized losses (15,350) (4,936) Total net unrealized losses (14,161) (3,721) Realized losses and realized gains related to the maturity of foreign exchange forward contracts and options designated as cash flow hedges were as follows: Years ended December 31, 2022 December 31, 2021 $ $ Realized (losses) gains in cost of revenues (864) 1,001 Realized (losses) gains in operating expenses (22,348) 21,851 (23,212) 22,852 |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Trade and Other Receivables | Trade receivables and unbilled revenues, net of allowance for credit losses, were as follows: December 31, 2022 December 31, 2021 January 1, 2021 $ $ $ Unbilled revenues, net 122,679 86,795 50,073 Trade receivables, net 79,976 40,342 13,449 Indirect taxes receivable 30,582 39,142 45,961 Other receivables 24,301 12,863 3,706 Accrued interest 15,517 13,067 7,563 273,055 192,209 120,752 Activity in the allowance for credit losses was as follows: Years ended December 31, 2022 $ December 31, 2021 Balance, beginning of the year 6,944 6,041 Provision for credit losses related to uncollectible receivables 17,856 6,069 Write-offs (8,347) (5,166) Balance, end of the year 16,453 6,944 December 31, 2022 December 31, 2021 January 1, 2021 $ $ $ Merchant cash advances receivable, gross 420,381 439,289 218,840 Related receivables — — 819 Allowance for credit losses related to uncollectible merchant cash advances receivable (49,425) (38,264) (15,816) Loans receivable, gross 228,216 72,751 43,644 Allowance for credit losses related to uncollectible loans receivable (19,058) (3,054) (2,764) Merchant cash advances, loans and related receivables, net 580,114 470,722 244,723 Merchant Cash Advances The following table summarizes the activities of the Company’s allowance for credit losses related to uncollectible merchant cash advances receivable: Years ended December 31, 2022 December 31, 2021 $ $ Allowance, beginning of the year 38,264 15,816 Provision for credit losses related to uncollectible merchant cash advances receivable 43,440 36,719 Merchant cash advances receivable charged off, net of recoveries (32,279) (14,271) Allowance, end of the year 49,425 38,264 |
Merchant Cash Advances, Loans_2
Merchant Cash Advances, Loans and Related Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Merchant Cash Advances, Loans and Related Receivables | Trade receivables and unbilled revenues, net of allowance for credit losses, were as follows: December 31, 2022 December 31, 2021 January 1, 2021 $ $ $ Unbilled revenues, net 122,679 86,795 50,073 Trade receivables, net 79,976 40,342 13,449 Indirect taxes receivable 30,582 39,142 45,961 Other receivables 24,301 12,863 3,706 Accrued interest 15,517 13,067 7,563 273,055 192,209 120,752 Activity in the allowance for credit losses was as follows: Years ended December 31, 2022 $ December 31, 2021 Balance, beginning of the year 6,944 6,041 Provision for credit losses related to uncollectible receivables 17,856 6,069 Write-offs (8,347) (5,166) Balance, end of the year 16,453 6,944 December 31, 2022 December 31, 2021 January 1, 2021 $ $ $ Merchant cash advances receivable, gross 420,381 439,289 218,840 Related receivables — — 819 Allowance for credit losses related to uncollectible merchant cash advances receivable (49,425) (38,264) (15,816) Loans receivable, gross 228,216 72,751 43,644 Allowance for credit losses related to uncollectible loans receivable (19,058) (3,054) (2,764) Merchant cash advances, loans and related receivables, net 580,114 470,722 244,723 Merchant Cash Advances The following table summarizes the activities of the Company’s allowance for credit losses related to uncollectible merchant cash advances receivable: Years ended December 31, 2022 December 31, 2021 $ $ Allowance, beginning of the year 38,264 15,816 Provision for credit losses related to uncollectible merchant cash advances receivable 43,440 36,719 Merchant cash advances receivable charged off, net of recoveries (32,279) (14,271) Allowance, end of the year 49,425 38,264 |
Schedule of Financing Receivable, Allowance for Credit Loss | The following table summarizes the activities of the Company’s allowance for credit losses related to uncollectible loans receivable: Years ended December 31, 2022 December 31, 2021 $ $ Allowance, beginning of the year 3,054 2,764 Provision for credit losses related to uncollectible loans receivable 21,388 2,540 Loans receivable charged off, net of recoveries (5,384) (2,250) Allowance, end of the year 19,058 3,054 |
Schedule of Financing Receivable, Past Due | The following table presents the delinquency status of the principal amount of merchant loans by year of origination. The delinquency status is determined based on the number of days past the expected or contractual repayment date for which the Company anticipates to receive the amounts outstanding. The "current" category represents balances that are within 29 days of the contractual repayment dates, or within 29 days of the expected repayment date. December 31, 2022 Total Percent Current $ 214,869 94.2 % 30-59 Days 2,068 0.9 % 60-89 Days 1,623 0.7 % 90-179 Days 3,651 1.6 % 180+ Days 6,005 2.6 % Total $ 228,216 100.0 % December 31, 2021 Total Percent Current $ 69,350 95.3 % 30-59 Days 1,114 1.5 % 60-89 Days 419 0.6 % 90-179 Days 576 0.8 % 180+ Days 1,292 1.8 % Total $ 72,751 100.0 % |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | December 31, 2022 December 31, 2021 Prepaid expenses 48,018 49,919 Deposits 34,142 21,542 Other current assets 28,901 10,679 Capitalized contract costs 27,114 19,309 Foreign exchange contracts 1,484 1,824 139,659 103,273 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, and Classification of Depreciation | December 31, 2022 Cost (1) Accumulated depreciation and impairment Net book Leasehold improvements 181,572 103,772 77,800 Computer equipment 40,015 17,178 22,837 Fulfillment equipment 19,436 484 18,952 Fulfillment robots 15,320 8,962 6,358 Furniture and equipment 28,055 23,181 4,874 284,398 153,577 130,821 (1) Included in cost is $3,617 of leasehold improvements that were impaired and disposed of in the year ended December 31, 2022. See Note 10 for details. December 31, 2021 Cost Accumulated depreciation and impairment (1) Net book Leasehold improvements 159,131 84,930 74,201 Computer equipment 33,505 18,241 15,264 Fulfillment equipment 2,015 37 1,978 Fulfillment robots 9,470 3,888 5,582 Furniture and equipment 28,751 20,250 8,501 232,872 127,346 105,526 (1) Included in accumulated depreciation is $1,709 of impairment on leasehold improvements in the year ended December 31, 2021. See Note 10 for details. The following table illustrates the classification of depreciation in the consolidated statements of operations and comprehensive (loss) income: Years ended December 31, 2022 $ December 31, 2021 Cost of revenues 3,721 2,649 Sales and marketing 8,213 10,103 Research and development 17,697 20,125 General and administrative 6,541 8,951 36,172 41,828 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease Expense | The components of lease expense were as follows: Years ended December 31, 2022 December 31, 2021 $ $ Operating lease expense 32,697 22,268 Variable lease expense, including non-lease components 14,491 13,003 Total lease expense 47,188 35,271 |
Maturities of Lease Liabilities | Maturities of lease liabilities as at December 31, 2022 were as follows: Fiscal Year Offices Warehouses and Commercial Spaces Total 2023 31,311 21,831 53,142 2024 48,602 38,109 86,711 2025 48,983 39,054 88,037 2026 49,994 40,062 90,056 2027 42,768 41,503 84,271 Thereafter 242,505 252,247 494,752 Total future minimum payments 464,163 432,806 896,969 Minimum payments related to variable lease payments, including non-lease components (212,103) (56,234) (268,337) Imputed interest (36,466) (108,870) (145,336) Total lease liabilities 215,594 267,702 483,296 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | December 31, 2022 Cost Accumulated amortization Net book Acquired technology 449,387 93,820 355,567 Acquired customer relationships 37,040 8,109 28,931 Other intangible assets 8,384 2,734 5,650 Software development costs 15,330 15,330 — 510,141 119,993 390,148 December 31, 2021 Cost Accumulated amortization Net book Acquired technology 187,874 57,016 130,858 Acquired customer relationships 8,435 3,802 4,633 Other intangible assets 4,351 1,549 2,802 Software development costs 27,520 27,317 203 Purchased software 6,973 6,973 — 235,153 96,657 138,496 |
Classification of Amortization Expense Related to Intangible Assets | The following table illustrates the classification of amortization expense related to intangible assets in the consolidated statements of operations and comprehensive (loss) income: Years ended December 31, 2022 $ December 31, 2021 Cost of revenues 48,681 21,518 Sales and marketing 5,070 2,195 Research and development 83 243 General and administrative 514 524 54,348 24,480 |
Estimated Future Amortization Expense Related to Intangible Assets | Estimated future amortization expense related to intangible assets, as at December 31, 2022 is as follows: Fiscal Year Amount 2023 82,446 2024 78,451 2025 67,868 2026 64,483 2027 61,696 Thereafter 35,204 Total 390,148 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | The gross changes in the carrying amount of goodwill as of December 31, 2022 and December 31, 2021 are as follows: December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year 356,528 311,865 Acquisition of Deliverr 1,437,664 — Acquisition of Donde — 37,567 Other acquisitions (1) 42,090 7,096 Balance, end of the year 1,836,282 356,528 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | December 31, 2022 December 31, 2021 $ $ Trade accounts payable and trade accruals 363,778 284,010 Employee related accruals 67,967 71,901 Indirect taxes payable 47,263 66,184 Other payables and accruals 38,013 28,667 Foreign exchange forward contracts 15,548 5,926 532,569 456,688 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenue | Years ended December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year 379,724 128,815 Deferral of revenue 400,326 351,145 Recognition of deferred revenue (216,649) (100,236) Balance, end of the year 563,401 379,724 December 31, 2022 December 31, 2021 $ $ Current portion 295,888 216,792 Long-term portion 267,513 162,932 563,401 379,724 Years Ended December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year 230,574 20,896 Non-cash consideration received in exchange for services 273,201 268,058 Revenue recognized related to non-cash consideration (121,503) (58,380) Balance, end of the year 382,272 230,574 Current portion 134,871 85,086 Long term portion 247,401 145,488 382,272 230,574 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Debt | The net carrying amount of the outstanding Notes was as follows: December 31, 2022 December 31, 2021 $ $ Principal 920,000 920,000 Unamortized offering costs (6,688) (9,037) Net carrying amount 913,312 910,963 The following table sets forth the interest expense recognized related to the outstanding Notes: Years ended December 31, 2022 December 31, 2021 $ $ Contractual interest expense 1,150 1,150 Amortization of offering costs 2,349 2,343 Total interest expense related to the outstanding Notes 3,499 3,493 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of the Stock Option and RSU Award Activities | The following table summarizes the stock option and RSU award activities under the Company's share-based compensation plans for the years ended December 31, 2022 and 2021: 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, 2020 24,892,775 10.38 5.45 2,559,442 — 11,129,673 37.71 Stock options granted 2,158,930 138.02 — — 57.99 — — Stock options exercised (14,948,400) 7.26 — — — — — Stock options forfeited (564,640) 87.36 — — — — — RSUs granted — — — — — 5,620,840 141.02 RSUs settled — — — — — (6,934,480) 30.98 RSUs forfeited — — — — — (1,377,850) 64.82 December 31, 2021 11,538,665 34.52 5.67 1,190,972 — 8,438,183 107.63 Stock options granted (3) 7,432,555 35.61 — — 24.83 — — Stock options exercised (3,126,869) 5.61 — — — — — Stock options forfeited (4) (1,835,590) 72.65 — — — — — RSUs granted (3) — — — — — 22,100,197 44.44 RSUs settled — — — — — (7,380,507) 63.86 RSUs forfeited (5) — — — — — (12,938,967) 75.11 December 31, 2022 14,008,761 36.55 6.71 194,845 — 10,218,906 43.74 Stock options exercisable as of December 31, 2022 8,758,121 29.63 5.31 150,495 (1) As at December 31, 2022 1,038,218 of the outstanding stock options were granted under the Company's Legacy Option Plan and are exercisable for Class B restricted voting shares, 10,951,410 of the outstanding stock options were granted under the Company's Stock Option Plan and are exercisable for Class A subordinate voting shares, 137,254 of the outstanding stock options were granted under the 6 River Systems 2016 Amended and Restated Stock Option and Grant Plan and are exercisable for Class A subordinate voting shares, and 1,881,879 of the outstanding stock options were granted under the Deliverr 2017 Stock Option and Grant Plan and are exercisable for Class A subordinate voting shares. (2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of the Company's Class A subordinate voting shares as of December 31, 2022 and December 31, 2021. (3) Effective September 1, 2022, each employee that decided to enter into Flex Comp now receives a quarterly grant that generally vests on a monthly basis over a period of three months. Of the stock options granted, 2,251,863 related to the Deliverr acquisition, 1,282,662 related to Flex Comp and the remainder related to other compensation grants. Of the RSUs granted, 1,209,192 related to the Deliverr acquisition, 4,010,825 related to Flex Comp and the remainder related to other compensation grants. (4) 690,158 of the stock options forfeited in the year ended December 31, 2022 related to employees that decided to enter into Flex Comp and 41,186 related to the reduction in workforce. The remainder related to standard voluntary and involuntary exits. (5) 10,227,545 of the RSUs forfeited in the year ended December 31, 2022 related to employees that decided to enter into Flex Comp and 428,777 related to the reduction in workforce. The remainder related to standard voluntary and involuntary exits. |
Schedule of Assumptions Used to Estimate the Fair Value of Stock Options | The grant weighted average assumptions used to estimate the fair value of stock options granted to employees were as follows: Years ended December 31, 2022 December 31, 2021 Expected volatility 63.3 % 53.1 % Risk-free interest rate 2.90 % 0.71 % Dividend yield Nil Nil Average expected term 3.65 4.15 |
Schedule of Classification of Stock-based Compensation | The following table illustrates the classification of stock-based compensation in the consolidated statements of operations and comprehensive (loss) income, which includes both stock-based compensation and restricted share-based compensation expense: Years ended December 31, 2022 December 31, 2021 $ $ Cost of revenues 8,591 6,676 Sales and marketing 63,255 41,546 Research and development 386,596 215,193 General and administrative 90,700 67,348 549,142 330,763 |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive (Loss) Income | The following table summarizes the changes in accumulated other comprehensive (loss) income, which is reported as a component of shareholders’ equity, for the years ended December 31, 2022 and 2021: Accumulated Other Comprehensive (Loss) Income Years ended December 31, 2022 December 31, 2021 $ $ Balance, beginning of the year (5,974) 8,770 Other comprehensive (loss) income before reclassifications (33,652) 2,791 Loss (gain) on cash flow hedges reclassified from accumulated other comprehensive (loss) income to earnings were as follows: Cost of revenues 864 (1,001) Sales and marketing 5,046 (6,212) Research and development 13,338 (12,514) General and administrative 3,964 (3,125) Tax effect on unrealized loss (gain) on cash flow hedges (59) 5,317 Other comprehensive loss, net of tax (10,499) (14,744) Balance, end of the year (16,473) (5,974) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Comprehensive (loss) Income before Income Tax, Domestic and Foreign | The domestic and foreign components of (loss) income before income taxes and recovery of (provision for) income taxes were as follows: Years ended December 31, 2022 December 31, 2021 $ $ (Loss) income before income taxes Domestic (2,552,766) 1,920,503 Foreign (1,070,082) 1,220,089 (3,622,848) 3,140,592 Current income tax expense Domestic (508) (1,815) Foreign (23,633) (33,155) (24,141) (34,970) Deferred income tax recovery (expense) Domestic 180,062 (191,589) Foreign 6,509 626 186,571 (190,963) Recovery of (provision for) income taxes 162,430 (225,933) |
Reconciliation of the Expected Provision for Income Tax Recovery/Expense to the Actual Provision for Income Tax Recovery/Expense | The reconciliation of the expected income tax recovery (expense) to the actual recovery of (provision for) income taxes reported in the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2022 and 2021 is as follows: Years ended December 31, 2022 December 31, 2021 $ $ (Loss) income before income taxes (3,622,848) 3,140,592 Expected income tax recovery (expense) at Canadian statutory income tax rate of 26.5% (2021 - 26.5%) 960,055 (832,446) Permanent differences Net unrealized (loss) gain on equity and other investments (418,609) 377,707 Stock-based compensation (17,681) 155,011 Foreign tax rate differential 35,982 75,940 Tax credits recognized during the year 17,182 27,244 Change in valuation allowance (397,119) (17,805) Other items (17,380) (11,584) Recovery of (provision for) income taxes 162,430 (225,933) |
Significant Components of Deferred Income Tax Assets and Liabilities | The significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 $ $ Deferred tax assets Tax loss carryforwards 434,808 261,945 Accruals and reserves 90,043 55,337 Tax credits 57,275 42,697 Capital and intangible assets 35,096 41,790 Stock-based compensation expense 53,644 33,909 Research and development expenditures 87,810 20,189 Lease liabilities 130,280 62,418 Share issuance costs 10,206 11,403 Total deferred tax assets, before valuation allowance 899,162 529,688 Valuation allowance (630,231) (179,115) Total deferred tax assets 268,931 350,573 Deferred tax liabilities Equity and other investments (23,499) (275,037) Outside basis difference of foreign subsidiaries (24,054) (130,419) Lease assets (90,605) (45,184) Intangible assets (103,618) (33,652) Other deferred tax liabilities (2,627) (1,339) Total deferred tax liabilities (244,403) (485,631) Total deferred tax assets (liabilities), net 24,528 (135,058) |
Net (Loss) Income per Share (Ta
Net (Loss) Income per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of the Reconciliation of the Basic and Diluted Weighted Average Number of Shares Outstanding | The following table summarizes the reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding: Years ended December 31, 2022 December 31, 2021 Numerator: Net (loss) income $ (3,460,418) $ 2,914,659 After tax effect of debt interest (1) — 2,567 Net (loss) income after tax effected debt interest $ (3,460,418) $ 2,917,226 Denominator (2) : Basic weighted average number of shares outstanding 1,266,268,155 1,246,588,910 Weighted average effect of dilutive securities: Stock options — 15,554,240 Restricted share units — 5,106,760 Convertible senior notes — 6,388,480 Deferred share units — 8,960 Diluted weighted average number of shares 1,266,268,155 1,273,647,350 Net (loss) income per share (2) : Basic $ (2.73) $ 2.34 Diluted $ (2.73) $ 2.29 Common stock equivalents excluded from net (loss) income per diluted share because they are anti-dilutive (2) : Stock options 14,008,761 277,188 Restricted share units 10,218,906 98,112 Convertible senior notes 6,388,480 — Deferred share units 11,413 — 30,627,560 375,300 (1) When the Notes are dilutive, the after tax effect of debt interest is added back to net income to calculate diluted net income per share. (2) Prior year share and per share amounts have been retrospectively adjusted to reflect the Share Split effected in June 2022. See Note 19 for details. |
Segment and Geographical Info_2
Segment and Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Revenue by Geographic Location | The following table presents total external revenues by geographic location, based on the location of the Company’s merchants: Years ended December 31, 2022 December 31, 2021 $ % $ % North America Canada 345,915 6.2 % 316,699 6.9 % United States 3,719,489 66.4 % 2,973,934 64.5 % EMEA 917,116 16.4 % 799,602 17.3 % APAC 553,361 9.9 % 467,009 10.1 % Latin America 63,983 1.1 % 54,612 1.2 % 5,599,864 100.0 % 4,611,856 100.0 % |
Long-lived Assets by Geographic Location | The following table presents the total net book value of the Company’s long-lived physical assets by geographic location: December 31, 2022 December 31, 2021 $ % $ % Canada 54,904 42.0 % 63,754 60.4 % United States 57,419 43.9 % 24,950 23.6 % Rest of World 18,498 14.1 % 16,822 15.9 % 130,821 100.0 % 105,526 100.0 % |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Recognized Identifiable Assets and Liabilities Assumed | The following table summarizes the purchase price allocation of the Deliverr assets acquired and liabilities assumed at the acquisition date: Amount Fair value of net tangible assets and liabilities: Cash 263,850 Trade and other receivables, net 7,317 Other current assets 5,645 Property and equipment, net 12,833 Accounts payable and accrued liabilities (20,360) Other current and long-term liabilities (309) Fair value of identifiable intangible assets: Acquired technology 255,000 Customer relationships 29,000 Other intangibles 4,000 Net deferred tax liability on acquired intangibles (23,002) Goodwill 1,437,664 Total purchase price 1,971,638 The following table summarizes the purchase price allocation of the Donde assets acquired and liabilities assumed at the acquisition date: Amount Cash 887 Accounts payable and other current liabilities (7,377) Technology 24,000 Net deferred tax liability on acquired intangibles (4,390) Goodwill 37,567 Total purchase price 50,687 |
Significant Accounting Polici_4
Significant Accounting Policies - Merchant Solutions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||
Purchase of merchant cash advances and loans from partner banks | $ 511,646 | $ 127,037 |
Revenues | $ 5,599,864 | 4,611,856 |
Minimum | ||
Product Information [Line Items] | ||
Expected term | 3 years | |
Maximum | ||
Product Information [Line Items] | ||
Expected term | 7 years | |
Merchant Solutions, Portion Attributed To Effective Interest Rate | ||
Product Information [Line Items] | ||
Revenues | $ 45,840 | $ 19,496 |
Significant Accounting Polici_5
Significant Accounting Policies - Software Development Costs (Details) - Software development costs | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 2 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 3 years |
Significant Accounting Polici_6
Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Advertising costs | $ 504,903 | $ 420,088 |
Significant Accounting Polici_7
Significant Accounting Policies - Earnings Per Share (Details) | Dec. 31, 2022 | Sep. 30, 2020 |
0.125% Convertible Senior Notes Due 2025 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 0.125% | 0.125% |
Significant Accounting Polici_8
Significant Accounting Policies - Convertible Senior Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Reclassification to long-term liabilities | $ 1,662,254 | $ 1,504,098 | ||
Shareholders’ equity | 8,238,889 | 11,133,341 | $ 6,400,723 | |
Additional Paid-In Capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Shareholders’ equity | 30,206 | 161,074 | 261,436 | |
Retained Earnings | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Shareholders’ equity | $ (522,276) | $ 2,938,142 | 15,285 | |
Cumulative Effect, Period of Adoption, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Reclassification to long-term liabilities | $ 158,810 | |||
Shareholders’ equity | (150,612) | |||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-In Capital | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Shareholders’ equity | (158,810) | (158,810) | ||
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Shareholders’ equity | $ 8,198 | $ 8,198 |
Significant Accounting Polici_9
Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 4 years |
Fulfillment equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Fulfillment equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 10 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 1 year |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 15 years |
Significant Accounting Polic_10
Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Purchased software | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 3 years |
Acquired technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 2 years |
Acquired technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 9 years |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 2 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 5 years |
Software development costs | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 2 years |
Software development costs | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 3 years |
Other intangible assets | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 3 years |
Other intangible assets | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 10 years |
Significant Accounting Polic_11
Significant Accounting Policies - Segment Information (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Significant Accounting Polic_12
Significant Accounting Policies - Schedule of Differences Between Reported Amount and Reporting Currency Denominated Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Revenues | $ 5,599,864 | $ 4,611,856 |
Cost of revenues | (2,845,745) | (2,130,712) |
Operating expenses | (3,576,418) | (2,212,501) |
(Loss) income from operations | (822,299) | 268,643 |
Exchange Rate Effect | ||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Revenues | 75,735 | 62,459 |
Cost of revenues | (45,099) | (40,548) |
Operating expenses | (118,565) | (92,425) |
(Loss) income from operations | (87,929) | (70,514) |
At 10% Stronger Rates | ||
Financial Statement Line Items with Differences in Reported Amount and Reporting Currency Denominated Amounts [Line Items] | ||
Revenues | 5,675,599 | 4,674,315 |
Cost of revenues | (2,890,844) | (2,171,260) |
Operating expenses | (3,694,983) | (2,304,926) |
(Loss) income from operations | $ (910,228) | $ 198,129 |
Cash and Cash Equivalents - Add
Cash and Cash Equivalents - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 1,649,328 | $ 2,502,992 |
Money Market Funds and Term Deposits | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 1,228,053 | $ 1,511,503 |
Financial Instruments - Debt Se
Financial Instruments - Debt Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | $ 1,649,328 | $ 2,502,992 |
Marketable securities | 3,403,622 | 5,265,101 |
Equity and Other Investments | 1,953,460 | 3,955,545 |
Levels 1, 2 and 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 530,945 | 318,091 |
Marketable securities | 3,403,622 | 5,265,101 |
Equity and Other Investments | 220,992 | 205,878 |
Fair Value | 4,167,233 | 5,800,476 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 530,945 | 318,091 |
Marketable securities | 1,887,921 | 2,796,082 |
Equity and Other Investments | 0 | 0 |
Fair Value | 2,428,574 | 3,119,547 |
Level 1 | U.S. term deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Marketable securities | 600,000 | 900,000 |
Equity and Other Investments | 0 | 0 |
Fair Value | 608,337 | 901,689 |
Level 1 | U.S. federal bonds and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 27,944 | 0 |
Marketable securities | 740,978 | 680,436 |
Equity and Other Investments | 0 | 0 |
Fair Value | 769,318 | 681,629 |
Level 1 | Canadian federal bonds and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 202,488 | 50,138 |
Marketable securities | 546,943 | 1,215,646 |
Equity and Other Investments | 0 | 0 |
Fair Value | 750,252 | 1,268,139 |
Level 1 | Corporate bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 201,513 | 267,953 |
Marketable securities | 0 | 0 |
Equity and Other Investments | 0 | 0 |
Fair Value | 201,644 | 268,090 |
Level 1 | Repurchase agreements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 99,000 | |
Marketable securities | 0 | |
Equity and Other Investments | 0 | |
Fair Value | 99,023 | |
Level 2 | Corporate bonds and commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Marketable securities | 1,515,701 | 2,469,019 |
Equity and Other Investments | 0 | 0 |
Fair Value | 1,517,667 | 2,475,051 |
Level 3 | Convertible notes in private companies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents | 0 | 0 |
Marketable securities | 0 | 0 |
Equity and Other Investments | 220,992 | 205,878 |
Fair Value | $ 220,992 | $ 205,878 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2021 USD ($) | |
Derivative [Line Items] | |||
Trade and other receivables | $ 273,055 | $ 192,209 | $ 120,752 |
Debt securities interest income | 12,242 | 4,000 | |
Equity and other investments without readily determinable fair values | 1,084,500 | ||
Maximum commitment amount | 10,957 | ||
Foreign exchange forward contracts | |||
Derivative [Line Items] | |||
Foreign exchange forward contracts, notional value | 526,721 | 586,547 | |
Level 3 | |||
Derivative [Line Items] | |||
Transfers out of level 3 | $ (200,135) | $ (275,597) | |
Level 3 | Measurement Input, Discount for Lack of Marketability | |||
Derivative [Line Items] | |||
Warrant, measurement input | 0.09 | 0.15 | |
Level 3 | Fair Value, Nonrecurring | |||
Derivative [Line Items] | |||
Equity and other investments without readily determinable fair values | $ 677,078 | ||
Convertible notes in private companies | |||
Derivative [Line Items] | |||
Unrealized gain (loss) | (29,628) | $ 1,878 | |
Convertible notes in private companies | Interest Income | |||
Derivative [Line Items] | |||
Debt securities interest income | 8,721 | 4,000 | |
Accrued interest | |||
Derivative [Line Items] | |||
Trade and other receivables | $ 15,517 | $ 13,067 | $ 7,563 |
Financial Instruments - Equity
Financial Instruments - Equity Investments with Readily Determinable Fair Values (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | $ 647,968 | $ 3,206,288 |
Affirm Holdings, Inc. | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | 196,278 | 2,041,126 |
Global-E Online Ltd. | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | 451,122 | 1,165,162 |
Other | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | 568 | 0 |
Level 1 | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | 597,068 | 2,782,901 |
Level 1 | Affirm Holdings, Inc. | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | 196,278 | 2,041,126 |
Level 1 | Global-E Online Ltd. | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | 400,222 | 741,775 |
Level 1 | Other | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | 568 | 0 |
Level 3 | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | 50,900 | 423,387 |
Level 3 | Affirm Holdings, Inc. | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | 0 | 0 |
Level 3 | Global-E Online Ltd. | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | 50,900 | 423,387 |
Level 3 | Other | ||
Debt and Equity Securities, FV-NI [Line Items] | ||
Equity investments with readily determinable fair values | $ 0 | $ 0 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Adjusted to Equity and Other Investments with Readily Determinable Fair Values (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Securities Adjustments [Roll Forward] | ||
Balance, beginning of the year | $ 3,206,288 | |
Balance, end of the year | 647,968 | $ 3,206,288 |
Equity Securities With Readily Determinable Fair Value | ||
Equity Securities Adjustments [Roll Forward] | ||
Balance, beginning of the year | 3,206,288 | 0 |
Investments received not tied to services | 105,268 | 0 |
Investments received as non-cash consideration in exchange for services | 29,577 | 0 |
Purchases of equity and other investments | 67 | 40 |
Sale of equity and other investments | (3,082) | 0 |
Net unrealized (losses) gains | (2,690,150) | 2,855,718 |
Transfers from measurement alternative | 0 | 350,530 |
Balance, end of the year | 647,968 | 3,206,288 |
Equity Securities Without Readily Determinable Fair Value | ||
Equity Securities Adjustments [Roll Forward] | ||
Investments received as non-cash consideration in exchange for services | 243,624 | 268,058 |
Purchases of equity and other investments | 598,585 | 450,193 |
Sale of equity and other investments | (13,480) | 0 |
Net unrealized (losses) gains | 20,143 | 36,926 |
Transfers from measurement alternative | $ 0 | $ (350,530) |
Financial Instruments - Equit_2
Financial Instruments - Equity Investments without Readily Determinable Fair Values (Details) $ in Thousands | Dec. 31, 2022 USD ($) investment | Dec. 31, 2021 USD ($) |
Schedule of Equity Method Investments [Line Items] | ||
Equity and other investments without readily determinable fair values | $ 1,084,500 | |
Equity Investments In Private Companies | ||
Schedule of Equity Method Investments [Line Items] | ||
Total initial value | 1,359,950 | $ 539,221 |
Cumulative gross unrealized gains | 59,023 | 38,880 |
Cumulative gross unrealized losses and impairment | (334,473) | (34,722) |
Equity and other investments without readily determinable fair values | 1,084,500 | 543,379 |
Equity Investments In Three Private Companies | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity and other investments without readily determinable fair values | $ 879,998 | |
Number of investments in private companies | investment | 3 | |
Equity Investments In One Private Company | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity and other investments without readily determinable fair values | $ 348,278 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Adjusted to Equity and Other Investments without Readily Determinable Fair Values (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Securities Adjustments [Roll Forward] | ||
Balance, end of the year | $ 1,084,500 | |
Equity Securities Without Readily Determinable Fair Value | ||
Equity Securities Adjustments [Roll Forward] | ||
Balance, beginning of the year | 543,379 | $ 173,454 |
Purchases of equity and other investments | 598,585 | 450,193 |
Investments received as non-cash consideration in exchange for services | 243,624 | 268,058 |
Gross unrealized gains | 20,143 | 36,926 |
Sale of equity and other investments | (13,480) | 0 |
Transfers to readily determinable fair values | 0 | (350,530) |
Gross unrealized losses and impairments | (307,751) | (34,722) |
Balance, end of the year | $ 1,084,500 | $ 543,379 |
Financial Instruments - Derivat
Financial Instruments - Derivative Instruments Designated as Hedges (Details) - Foreign exchange forward contracts - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Unrealized gains | $ 1,189 | $ 1,215 |
Unrealized losses | (15,350) | (4,936) |
Total net unrealized losses | (14,161) | (3,721) |
Realized (losses) gains | (23,212) | 22,852 |
Cost of revenues | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Realized (losses) gains | (864) | 1,001 |
Operating expenses | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Realized (losses) gains | (22,348) | 21,851 |
Level 2 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Foreign exchange forward contracts and options assets (classified in other current assets) | 1,484 | 1,824 |
Foreign exchange forward contract liabilities (classified in accounts payable and accrued liabilities) | $ 15,548 | $ 5,926 |
Trade and Other Receivables - S
Trade and Other Receivables - Schedule of Trade and Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade and other receivables | $ 273,055 | $ 192,209 | $ 120,752 |
Unbilled revenues, net | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade and other receivables | 122,679 | 86,795 | 50,073 |
Trade receivables, net | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade and other receivables | 79,976 | 40,342 | 13,449 |
Indirect taxes receivable | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade and other receivables | 30,582 | 39,142 | 45,961 |
Other receivables | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade and other receivables | 24,301 | 12,863 | 3,706 |
Accrued interest | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade and other receivables | $ 15,517 | $ 13,067 | $ 7,563 |
Trade and Other Receivables - A
Trade and Other Receivables - Activity in Allowance of Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Provision for credit losses related to uncollectible receivables | $ 73,604 | $ 43,781 |
Unbilled revenues and trade receivables | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of the year | 6,944 | 6,041 |
Provision for credit losses related to uncollectible receivables | 17,856 | 6,069 |
Write-offs | (8,347) | (5,166) |
Balance, end of the year | $ 16,453 | $ 6,944 |
Merchant Cash Advances, Loans_3
Merchant Cash Advances, Loans and Related Receivables - Summary of MCA, Loans and Related Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Related receivables | $ 0 | $ 0 | $ 819 | |
Merchant cash advances, loans and related receivables, net | 580,114 | 470,722 | 244,723 | |
Merchant cash advances | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Receivables, gross | 420,381 | 439,289 | 218,840 | |
Allowance for credit losses related to uncollectible receivable | (49,425) | (38,264) | (15,816) | $ (15,816) |
Loans | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Receivables, gross | 228,216 | 72,751 | 43,644 | |
Allowance for credit losses related to uncollectible receivable | $ (19,058) | $ (3,054) | $ (2,764) | $ (2,764) |
Merchant Cash Advances, Loans_4
Merchant Cash Advances, Loans and Related Receivables - Summary of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Merchant cash advances | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance, beginning of the year | $ 38,264 | $ 15,816 |
Provision for credit losses | 43,440 | 36,719 |
Receivables charged off, net of recoveries | (32,279) | (14,271) |
Allowance, end of the year | 49,425 | 38,264 |
Loans | ||
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance, beginning of the year | 3,054 | 2,764 |
Provision for credit losses | 21,388 | 2,540 |
Receivables charged off, net of recoveries | (5,384) | (2,250) |
Allowance, end of the year | $ 19,058 | $ 3,054 |
Merchant Cash Advances, Loans_5
Merchant Cash Advances, Loans and Related Receivables - Summary of Delinquency Status (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | ||
Total | $ 228,216 | $ 72,751 |
Percent | 100% | 100% |
Current | ||
Financing Receivable, Past Due [Line Items] | ||
Total | $ 214,869 | $ 69,350 |
Percent | 94.20% | 95.30% |
30-59 Days | ||
Financing Receivable, Past Due [Line Items] | ||
Total | $ 2,068 | $ 1,114 |
Percent | 0.90% | 1.50% |
60-89 Days | ||
Financing Receivable, Past Due [Line Items] | ||
Total | $ 1,623 | $ 419 |
Percent | 0.70% | 0.60% |
90-179 Days | ||
Financing Receivable, Past Due [Line Items] | ||
Total | $ 3,651 | $ 576 |
Percent | 1.60% | 0.80% |
180+ Days | ||
Financing Receivable, Past Due [Line Items] | ||
Total | $ 6,005 | $ 1,292 |
Percent | 2.60% | 1.80% |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 48,018 | $ 49,919 |
Deposits | 34,142 | 21,542 |
Other current assets | 28,901 | 10,679 |
Capitalized contract costs | 27,114 | 19,309 |
Foreign exchange contracts | 1,484 | 1,824 |
Other current assets | $ 139,659 | $ 103,273 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment and Classification of Depreciation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 284,398 | $ 232,872 |
Accumulated depreciation and impairment | 153,577 | 127,346 |
Net book value | 130,821 | 105,526 |
Impairment charge on leasehold improvements | 3,617 | 1,709 |
Depreciation | 36,172 | 41,828 |
Cost of revenues | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 3,721 | 2,649 |
Sales and marketing | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 8,213 | 10,103 |
Research and development | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 17,697 | 20,125 |
General and administrative | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 6,541 | 8,951 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 181,572 | 159,131 |
Accumulated depreciation and impairment | 103,772 | 84,930 |
Net book value | 77,800 | 74,201 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 40,015 | 33,505 |
Accumulated depreciation and impairment | 17,178 | 18,241 |
Net book value | 22,837 | 15,264 |
Fulfillment equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 19,436 | 2,015 |
Accumulated depreciation and impairment | 484 | 37 |
Net book value | 18,952 | 1,978 |
Fulfillment robots | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 15,320 | 9,470 |
Accumulated depreciation and impairment | 8,962 | 3,888 |
Net book value | 6,358 | 5,582 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 28,055 | 28,751 |
Accumulated depreciation and impairment | 23,181 | 20,250 |
Net book value | $ 4,874 | $ 8,501 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - Computer equipment - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Original cost | $ 14,579,000 | $ 13,191,000 |
Gain (loss) on disposal of assets | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease renewal term | 10 years | |
Weighted average remaining lease term | 11 years | 11 years |
Weighted average discount rate | 4.90% | 3.30% |
Gain on termination of lease | $ 2,504 | |
Sublease income | 3,308 | $ 1,389 |
Impairment charge | 80,697 | $ 28,436 |
Expected sublease proceeds in 2023 | 3,853 | |
Expected sublease proceeds, thereafter | $ 15,379 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 15 years |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease expense | $ 32,697 | $ 22,268 |
Variable lease expense, including non-lease components | 14,491 | 13,003 |
Total lease expense | $ 47,188 | $ 35,271 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | |
2023 | $ 53,142 |
2024 | 86,711 |
2025 | 88,037 |
2026 | 90,056 |
2027 | 84,271 |
Thereafter | 494,752 |
Total future minimum payments | 896,969 |
Minimum payments related to variable lease payments, including non-lease components | (268,337) |
Imputed interest | (145,336) |
Total lease liabilities | 483,296 |
Offices | |
Lessee, Lease, Description [Line Items] | |
2023 | 31,311 |
2024 | 48,602 |
2025 | 48,983 |
2026 | 49,994 |
2027 | 42,768 |
Thereafter | 242,505 |
Total future minimum payments | 464,163 |
Minimum payments related to variable lease payments, including non-lease components | (212,103) |
Imputed interest | (36,466) |
Total lease liabilities | 215,594 |
Warehouses and Commercial Spaces | |
Lessee, Lease, Description [Line Items] | |
2023 | 21,831 |
2024 | 38,109 |
2025 | 39,054 |
2026 | 40,062 |
2027 | 41,503 |
Thereafter | 252,247 |
Total future minimum payments | 432,806 |
Minimum payments related to variable lease payments, including non-lease components | (56,234) |
Imputed interest | (108,870) |
Total lease liabilities | $ 267,702 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 510,141 | $ 235,153 |
Accumulated amortization | 119,993 | 96,657 |
Total | 390,148 | 138,496 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 449,387 | 187,874 |
Accumulated amortization | 93,820 | 57,016 |
Total | 355,567 | 130,858 |
Acquired customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 37,040 | 8,435 |
Accumulated amortization | 8,109 | 3,802 |
Total | 28,931 | 4,633 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8,384 | 4,351 |
Accumulated amortization | 2,734 | 1,549 |
Total | 5,650 | 2,802 |
Software development costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 15,330 | 27,520 |
Accumulated amortization | 15,330 | 27,317 |
Total | $ 0 | 203 |
Purchased software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 6,973 | |
Accumulated amortization | 6,973 | |
Total | $ 0 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - Technology-Based Intangible Assets, Software Development And Computer Software, Intangible Asset | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Cost of intangible assets sold | $ 30,598,000 |
Gain (Loss) on disposition of intangible assets | $ 0 |
Intangible Assets - Classificat
Intangible Assets - Classification of Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 54,348 | $ 24,480 |
Cost of revenues | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 48,681 | 21,518 |
Sales and marketing | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 5,070 | 2,195 |
Research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 83 | 243 |
General and administrative | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 514 | $ 524 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 82,446 | |
2024 | 78,451 | |
2025 | 67,868 | |
2026 | 64,483 | |
2027 | 61,696 | |
Thereafter | 35,204 | |
Total | $ 390,148 | $ 138,496 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Goodwill - Carrying Amount of G
Goodwill - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Balance, beginning of the year | $ 356,528 | $ 311,865 |
Balance, end of the year | 1,836,282 | 356,528 |
Deliverr Inc. | ||
Goodwill [Roll Forward] | ||
Acquisition | 1,437,664 | 0 |
Donde Fashion Inc. | ||
Goodwill [Roll Forward] | ||
Acquisition | 0 | 37,567 |
Other Acquisitions | ||
Goodwill [Roll Forward] | ||
Other acquisitions | $ 42,090 | $ 7,096 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Trade accounts payable and trade accruals | $ 363,778 | $ 284,010 |
Employee related accruals | 67,967 | 71,901 |
Indirect taxes payable | 47,263 | 66,184 |
Other payables and accruals | 38,013 | 28,667 |
Foreign exchange forward contracts | 15,548 | 5,926 |
Accounts payable and accrued liabilities | $ 532,569 | $ 456,688 |
Deferred Revenue - Changes in D
Deferred Revenue - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Balance, beginning of the year | $ 379,724 | $ 128,815 |
Deferral of revenue | 400,326 | 351,145 |
Recognition of deferred revenue | (216,649) | (100,236) |
Balance, end of the year | $ 563,401 | $ 379,724 |
Deferred Revenue - Classificati
Deferred Revenue - Classification of Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||||
Current portion | $ 295,888 | $ 216,792 | $ 107,809 | |
Long term portion | 267,513 | 162,932 | $ 21,006 | |
Deferred revenue | $ 563,401 | $ 379,724 | $ 128,815 |
Deferred Revenue - Gross Change
Deferred Revenue - Gross Changes in Deferred Revenue Associated with Non-Cash Consideration Received (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Contract with Customer, Liability [Roll Forward] | ||
Balance, beginning of the year | $ 230,574 | $ 20,896 |
Non-cash consideration received in exchange for services | 273,201 | 268,058 |
Revenue recognized related to non-cash consideration | (121,503) | (58,380) |
Balance, end of the year | 382,272 | 230,574 |
Current portion | 134,871 | 85,086 |
Long term portion | 247,401 | 145,488 |
Deferred revenue, non-cash consideration | $ 382,272 | $ 230,574 |
Deferred Revenue - Additional I
Deferred Revenue - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 |
Disaggregation of Revenue [Line Items] | |||
Current portion | $ 295,888 | $ 216,792 | $ 107,809 |
Long term portion | $ 267,513 | $ 162,932 | $ 21,006 |
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Remaining term o f contract | 2 years | ||
Minimum | Strategic Partnerships | |||
Disaggregation of Revenue [Line Items] | |||
Remaining term o f contract | 3 years | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Remaining term o f contract | 5 years | ||
Maximum | Strategic Partnerships | |||
Disaggregation of Revenue [Line Items] | |||
Remaining term o f contract | 7 years |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) - 0.125% Convertible Senior Notes Due 2025 | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2020 USD ($) $ / shares | Dec. 31, 2022 USD ($) d | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||
Estimated fair value | $ | $ 782,580,000 | $ 1,165,410,000 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ | $ 920,000,000 | ||
Stated interest rate | 0.125% | 0.125% | |
Proceeds from convertible senior notes, net of underwriting fees and offering costs | $ | $ 907,950,000 | ||
Conversion ratio | 0.0006944 | ||
Conversion price (in dollars per share) | $ / shares | $ 144.01 | ||
Issuance costs attributable to the liability component | $ | $ 12,050,000 | ||
Effective interest rate | 0.38% | ||
Convertible Debt | Stock Price Trigger Measurement | |||
Debt Instrument [Line Items] | |||
Threshold number of trading days (day) | 20 | ||
Threshold number of consecutive trading days (day) | 30 | ||
Threshold percentage of stock price trigger | 130% | ||
Convertible Debt | Notes Price Trigger Measurement | |||
Debt Instrument [Line Items] | |||
Threshold number of trading days (day) | 10 | ||
Threshold number of consecutive trading days (day) | 10 | ||
Threshold percentage of stock price trigger | 98% | ||
Convertible Debt | Redemption, Option One | |||
Debt Instrument [Line Items] | |||
Threshold number of trading days (day) | 20 | ||
Threshold number of consecutive trading days (day) | 30 | ||
Threshold percentage of stock price trigger | 130% | ||
Redemption price, percentage | 100% | ||
Convertible Debt | Redemption, Option Two | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 100% | ||
Redemption, threshold amount of principal outstanding | $ | $ 80,000,000 | ||
Convertible Debt | Redemption, Option Three | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 100% | ||
Convertible Debt | Redemption, Option Four | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 100% | ||
Convertible Debt | Redemption, Option Five | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 100% | ||
Redemption, ownership interest required to declare default | 0.25 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Convertible Debt (Details) - Convertible Debt - 0.125% Convertible Senior Notes Due 2025 - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal | $ 920,000 | $ 920,000 |
Unamortized offering costs | (6,688) | (9,037) |
Net carrying amount | $ 913,312 | $ 910,963 |
Convertible Senior Notes - Su_2
Convertible Senior Notes - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 1,150 | $ 1,150 |
Amortization of offering costs | 2,349 | 2,343 |
Total interest expense related to the outstanding Notes | $ 3,499 | $ 3,493 |
Credit Facility - Additional In
Credit Facility - Additional Information (Details) - Line of Credit - Revolving Line of Credit - Silicon Valley Bank - CAD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 8,000 | |
Effective interest rate (as a percent) | 6.75% | 2.75% |
Line of credit facility, amount drawn | $ 0 | $ 0 |
U.S. Prime Rate | ||
Line of Credit Facility [Line Items] | ||
Interest rate basis spread | 0.30% |
Litigation and Loss Contingen_2
Litigation and Loss Contingencies - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Aug. 31, 2022 patent | Dec. 01, 2021 parent_company publisher | Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Infringed web technology patents, number | patent | 3 | ||
Number of publishers of educational materials who filed a claim against the Company | publisher | 5 | ||
Number of plaintiffs | parent_company | 2 | ||
Litigation settlement including interest | $ | $ 97 |
Related Parties (Details)
Related Parties (Details) - Affiliated Entity - Strategic Partnerships - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Jan. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Related party transaction, amounts of transaction | $ 97,149 | |
Cash investment | 50 | |
Non-cash consideration | $ 47,149 | |
Service duration | 3 years | |
Revenue from related parties | $ 14,954 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 07, 2022 | Jun. 30, 2022 | Feb. 28, 2021 USD ($) $ / shares shares | Dec. 31, 2022 vote shares | Dec. 31, 2021 shares | |
Class of Stock [Line Items] | |||||
Public offering price per share (in dollars per share) | $ / shares | $ 131.50 | ||||
Proceeds from follow-on public offering, net of issuance costs | $ | $ 1,541,168 | ||||
Stock issuance costs | $ | $ 10,532 | ||||
Class A Subordinate Voting | |||||
Class of Stock [Line Items] | |||||
Share split ratio | 10 | 10 | |||
Voting rights (in votes per share) | vote | 1 | ||||
Class A Subordinate Voting | IPO | |||||
Class of Stock [Line Items] | |||||
Issuance of stock (in shares) | shares | 11,800,000 | ||||
Class B Multiple Voting | |||||
Class of Stock [Line Items] | |||||
Share split ratio | 10 | 10 | |||
Voting rights (in votes per share) | vote | 10 | ||||
Voting shares convertible (per share) | 1 | ||||
Founder Share | |||||
Class of Stock [Line Items] | |||||
Percentage of aggregate voting power of founder share | 40% | ||||
Common shares authorized (in shares) | shares | 1 | 1 |
Shareholders' Equity - Stock-Ba
Shareholders' Equity - Stock-Based Compensation Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Sep. 01, 2022 | Oct. 17, 2019 | May 30, 2018 | May 27, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Intrinsic value of stock options exercised | $ 464,603 | $ 2,945,683 | |||||
Remaining unamortized compensation cost related to unvested stock options and RSUs | $ 492,257 | $ 810,327 | |||||
Remaining unamortized compensation cost related to unvested stock options and RSUs, period of recognition | 1 year 11 months 15 days | ||||||
Restricted share units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Units granted (in shares) | 22,100,197 | 5,620,840 | |||||
Employee Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Dividend yield | 0% | 0% | |||||
Legacy Option Plan | Employee and Non-Employee Stock Options | First Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting amount (as a percent) | 25% | ||||||
Legacy Option Plan | Employee and Non-Employee Stock Options | Second Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting amount (as a percent) | 25% | ||||||
Legacy Option Plan | Employee and Non-Employee Stock Options | Third Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting amount (as a percent) | 25% | ||||||
Legacy Option Plan | Employee and Non-Employee Stock Options | Fourth Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting amount (as a percent) | 25% | ||||||
Stock Option Plan | Employee and Non-Employee Stock Options | First Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting amount (as a percent) | 33.33% | ||||||
Stock Option Plan | Employee and Non-Employee Stock Options | Second Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting amount (as a percent) | 33.33% | ||||||
Stock Option Plan | Employee and Non-Employee Stock Options | Third Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting amount (as a percent) | 33.33% | ||||||
Prior to November 2017 RSUs | Restricted share units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Remaining vesting period | 24 months | ||||||
Prior to November 2017 RSUs | Restricted share units | Second Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting amount (as a percent) | 25% | ||||||
Prior to November 2017 RSUs | Restricted share units | Third Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting amount (as a percent) | 25% | ||||||
Prior to November 2017 RSUs | Restricted share units | Fourth Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting amount (as a percent) | 25% | ||||||
LTIP | Restricted share units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | 4 years | |||||
Remaining vesting period | 36 months | ||||||
LTIP | Restricted share units | First Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
RSU Vesting (as a percent) | 33.33% | ||||||
Award vesting amount (as a percent) | 25% | ||||||
LTIP | Restricted share units | Second Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
RSU Vesting (as a percent) | 33.33% | ||||||
LTIP | Restricted share units | Third Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
RSU Vesting (as a percent) | 33.33% | ||||||
LTIP | Performance Share Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Units granted (in shares) | 0 | ||||||
LTIP | Deferred Shares Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Units granted (in shares) | 11,413 | ||||||
Flex Comp | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 months | ||||||
Flex Comp | Restricted share units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Units granted (in shares) | 4,010,825 | ||||||
Class A Subordinate Voting | 6 River Systems, Inc. | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued with trading restrictions (in shares) | 1,220,800 | ||||||
Restricted shares remaining (in shares) | 305,200 | ||||||
Class A Subordinate Voting | Deliverr Inc. | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued with trading restrictions (in shares) | 5,397,628 | ||||||
Restricted shares remaining (in shares) | 5,397,628 | ||||||
Class A Subordinate Voting | Other Acquisitions | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued with trading restrictions (in shares) | 251,972 | ||||||
Restricted shares remaining (in shares) | 251,972 | ||||||
Class A Subordinate Voting | Stock Option Plan | Employee and Non-Employee Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Trading days used to calculate volume weighted average trading price | 5 days | ||||||
Class A Subordinate Voting | LTIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares receivable per option exercised (in shares) | 1 | ||||||
Class A Subordinate Voting | Stock Option Plan and LTIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for issuance (in shares) | 37,436,920 | ||||||
Shares available for issuance, percentage of annual increase | 5% | ||||||
Class A Subordinate Voting | Stock Option Plan and LTIP | Subsequent Event | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for issuance (in shares) | 363,122,166 | ||||||
Class B Multiple Voting | Legacy Option Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares receivable per option exercised (in shares) | 1 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Stock Option and RSU Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Stock options outstanding, beginning balance (in shares) | 11,538,665 | 24,892,775 | ||
Stock options granted (in shares) | 7,432,555 | 2,158,930 | ||
Stock options exercised (in shares) | (3,126,869) | (14,948,400) | ||
Stock options forfeited (in shares) | (1,835,590) | (564,640) | ||
Stock options outstanding, ending balance (in shares) | 14,008,761 | 11,538,665 | 24,892,775 | |
Stock options exercisable (in shares) | 8,758,121 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||
Weighted average exercise price of stock options outstanding, beginning (in dollars per share) | $ 34.52 | $ 10.38 | ||
Weighted average exercise price of stock options granted (in dollars per share) | 35.61 | 138.02 | ||
Weighted average exercise price of stock options exercised (in dollars per share) | 5.61 | 7.26 | ||
Weighted average exercise price of stock options forfeited (in dollars per share) | 72.65 | 87.36 | ||
Weighted average exercise price of stock options outstanding, ending (in dollars per share) | 36.55 | $ 34.52 | $ 10.38 | |
Weighted average exercise price of stock options exercisable (in dollars per share) | $ 29.63 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Remaining Contractual Term [Abstract] | ||||
Remaining contractual term of stock options outstanding | 6 years 8 months 15 days | 5 years 8 months 1 day | 5 years 5 months 12 days | |
Remaining contractual term of stock options exercisable | 5 years 3 months 21 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Abstract] | ||||
Aggregate intrinsic value of stock options outstanding, beginning | $ 1,190,972 | $ 2,559,442 | ||
Aggregate intrinsic value of stock options outstanding, ending | 194,845 | $ 1,190,972 | $ 2,559,442 | |
Aggregate intrinsic value of stock exercisable | $ 150,495 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted Average Grant Date Fair Value [Abstract] | ||||
Weighted average grant date fair value of stock options outstanding, beginning (in dollars per share) | $ 0 | |||
Weighted average grant date fair value of stock options granted (in dollars per share) | 24.83 | $ 57.99 | ||
Weighted average grant date fair value of stock options outstanding, ending (in dollars per share) | $ 0 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Options forfeited related to reduction in workforce (in shares) | 41,186 | |||
Legacy Option Plan | Class B Multiple Voting | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Stock options exercisable (in shares) | 1,038,218 | |||
Stock Option Plan | Class A Subordinate Voting | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Stock options exercisable (in shares) | 10,951,410 | |||
6 River Systems 2016 Amended and Restated Stock Option and Grant Plan | Class A Subordinate Voting | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Stock options exercisable (in shares) | 137,254 | |||
Deliverr Inc. | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Stock options granted (in shares) | 2,251,863 | |||
Deliverr Inc. | Class A Subordinate Voting | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Stock options exercisable (in shares) | 1,881,879 | |||
Flex Comp | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Stock options granted (in shares) | 1,282,662 | |||
Stock options forfeited (in shares) | (690,158) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Award vesting period | 3 months | |||
Restricted share units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other Than Options, Outstanding [Roll Forward] | ||||
RSUs outstanding, beginning (in shares) | 8,438,183 | 11,129,673 | ||
RSUs granted (in shares) | 22,100,197 | 5,620,840 | ||
RSUs settled (in shares) | (7,380,507) | (6,934,480) | ||
RSUs forfeited (in shares) | (12,938,967) | (1,377,850) | ||
RSUs outstanding, ending (in shares) | 10,218,906 | 8,438,183 | 11,129,673 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Weighted average grant date fair value of RSUs outstanding, beginning (in dollars per share) | $ 107.63 | $ 37.71 | ||
Weighted average grant date fair value of RSUs granted (in dollars per share) | 44.44 | 141.02 | ||
Weighted average grant date fair value of RSUs settled (in dollars per share) | 63.86 | 30.98 | ||
Weighted average grant date fair value of RSUs settled (in dollars per share) | 75.11 | 64.82 | ||
Weighted average grant date fair value of RSUs outstanding, ending (in dollars per share) | $ 43.74 | $ 107.63 | $ 37.71 | |
Shares forfeited related to reduction in workforce (in shares) | 428,777 | |||
Restricted share units | Deliverr Inc. | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other Than Options, Outstanding [Roll Forward] | ||||
RSUs granted (in shares) | 1,209,192 | |||
Restricted share units | Flex Comp | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other Than Options, Outstanding [Roll Forward] | ||||
RSUs granted (in shares) | 4,010,825 | |||
RSUs forfeited (in shares) | (10,227,545) |
Shareholders' Equity - Fair Val
Shareholders' Equity - Fair Value Assumptions of Stock Options Granted to Employees (Details) - Employee Stock Options | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 63.30% | 53.10% |
Risk-free interest rate | 2.90% | 0.71% |
Dividend yield | 0% | 0% |
Average expected term | 3 years 7 months 24 days | 4 years 1 month 24 days |
Shareholders' Equity - Classifi
Shareholders' Equity - Classification of Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 549,142 | $ 330,763 |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 8,591 | 6,676 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 63,255 | 41,546 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 386,596 | 215,193 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 90,700 | $ 67,348 |
Changes in Accumulated Other _3
Changes in Accumulated Other Comprehensive (Loss) Income - Schedule of Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning of the year | $ 11,133,341 | $ 6,400,723 |
Total other comprehensive loss | (10,499) | (14,744) |
Balance, end of the year | 8,238,889 | 11,133,341 |
Accumulated Other Comprehensive (Loss) Income | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning of the year | (5,974) | 8,770 |
Other comprehensive (loss) income before reclassifications | (33,652) | 2,791 |
Tax effect on unrealized loss (gain) on cash flow hedges | (59) | 5,317 |
Total other comprehensive loss | (10,499) | (14,744) |
Balance, end of the year | (16,473) | (5,974) |
Accumulated Other Comprehensive (Loss) Income | Cost of revenues | Reclassification out of Accumulated Other Comprehensive (Loss) Income | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Loss (gain) on cash flow hedges reclassified from accumulated other comprehensive (loss) income to earnings | 864 | (1,001) |
Accumulated Other Comprehensive (Loss) Income | Sales and marketing | Reclassification out of Accumulated Other Comprehensive (Loss) Income | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Loss (gain) on cash flow hedges reclassified from accumulated other comprehensive (loss) income to earnings | 5,046 | (6,212) |
Accumulated Other Comprehensive (Loss) Income | Research and development | Reclassification out of Accumulated Other Comprehensive (Loss) Income | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Loss (gain) on cash flow hedges reclassified from accumulated other comprehensive (loss) income to earnings | 13,338 | (12,514) |
Accumulated Other Comprehensive (Loss) Income | General and administrative | Reclassification out of Accumulated Other Comprehensive (Loss) Income | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Loss (gain) on cash flow hedges reclassified from accumulated other comprehensive (loss) income to earnings | $ 3,964 | $ (3,125) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Comprehensive Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Examination [Line Items] | ||
(Loss) income before income taxes | $ (3,622,848) | $ 3,140,592 |
Current income tax expense | (24,141) | (34,970) |
Deferred income tax recovery (expense) | 186,571 | (190,963) |
Recovery of (provision for) income taxes | 162,430 | (225,933) |
Domestic | ||
Income Tax Examination [Line Items] | ||
(Loss) income before income taxes | (2,552,766) | 1,920,503 |
Current income tax expense | (508) | (1,815) |
Deferred income tax recovery (expense) | 180,062 | (191,589) |
Foreign | ||
Income Tax Examination [Line Items] | ||
(Loss) income before income taxes | (1,070,082) | 1,220,089 |
Current income tax expense | (23,633) | (33,155) |
Deferred income tax recovery (expense) | $ 6,509 | $ 626 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax Recovery/Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
(Loss) income before income taxes | $ (3,622,848) | $ 3,140,592 |
Expected income tax recovery (expense) at Canadian statutory income tax rate of 26.5% (2021 - 26.5%) | 960,055 | (832,446) |
Permanent differences | ||
Net unrealized (loss) gain on equity and other investments | (418,609) | 377,707 |
Stock-based compensation | (17,681) | 155,011 |
Foreign tax rate differential | 35,982 | 75,940 |
Tax credits recognized during the year | 17,182 | 27,244 |
Change in valuation allowance | (397,119) | (17,805) |
Other items | (17,380) | (11,584) |
Recovery of (provision for) income taxes | $ 162,430 | $ (225,933) |
Canada Revenue Agency | ||
Operating Loss Carryforwards [Line Items] | ||
Canadian statutory income tax rate | 26.50% | 26.50% |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Tax loss carryforwards | $ 434,808 | $ 261,945 |
Accruals and reserves | 90,043 | 55,337 |
Tax credits | 57,275 | 42,697 |
Capital and intangible assets | 35,096 | 41,790 |
Stock-based compensation expense | 53,644 | 33,909 |
Research and development expenditures | 87,810 | 20,189 |
Lease liabilities | 130,280 | 62,418 |
Share issuance costs | 10,206 | 11,403 |
Total deferred tax assets, before valuation allowance | 899,162 | 529,688 |
Valuation allowance | (630,231) | (179,115) |
Total deferred tax assets | 268,931 | 350,573 |
Deferred tax liabilities | ||
Equity and other investments | (23,499) | (275,037) |
Outside basis difference of foreign subsidiaries | (24,054) | (130,419) |
Lease assets | (90,605) | (45,184) |
Intangible assets | (103,618) | (33,652) |
Other deferred tax liabilities | (2,627) | (1,339) |
Total deferred tax liabilities | (244,403) | (485,631) |
Total deferred tax assets (liabilities), net | $ 24,528 | |
Total deferred tax assets (liabilities), net | $ (135,058) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Tax Credit Carryforward [Line Items] | ||
Recovery of (provision for) income taxes | $ (162,430) | $ 225,933 |
Effective income tax rate reconciliation, development and expansion incentive, percent | 5% | |
Tax benefit as a result of concessionary tax rate | 1,794 | |
Nondeductible expense research and development | 140,737 | $ 76,166 |
Tax credit carryforwards | 70,298 | 51,690 |
Foreign | ||
Tax Credit Carryforward [Line Items] | ||
Non-capital tax losses | 1,219,719 | 670,312 |
State | ||
Tax Credit Carryforward [Line Items] | ||
Non-capital tax losses | 1,766,233 | $ 1,393,831 |
Non-capital tax losses, no expiration | 1,004,499 | |
Non-capital tax losses, expire between 2024 and 2042 | 761,734 | |
Domestic Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Non-capital tax losses, no expiration | 642,118 | |
Non-capital tax losses, expire between 2024 and 2042 | $ 577,601 |
Net (Loss) Income per Share - R
Net (Loss) Income per Share - Reconciliation of Weighted Average Number of Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator: | |||
Net (loss) income | $ (3,460,418) | $ 2,914,659 | |
After tax effect of debt interest | 0 | 2,567 | |
Net (loss) income after tax effected debt interest | $ (3,460,418) | $ 2,917,226 | |
Denominator | |||
Basic weighted average number of shares outstanding (in shares) | [1] | 1,266,268,155 | 1,246,588,910 |
Diluted weighted average number of shares (in shares) | [1] | 1,266,268,155 | 1,273,647,350 |
Basic (in dollars per share) | [1] | $ (2.73) | $ 2.34 |
Diluted (in dollars per share) | [1] | $ (2.73) | $ 2.29 |
Common stock equivalents excluded from income (loss) per diluted share because they are anti-dilutive (in shares) | 30,627,560 | 375,300 | |
Stock options | |||
Denominator | |||
Weighted average effect of dilutive securities (in shares) | 0 | 15,554,240 | |
Common stock equivalents excluded from income (loss) per diluted share because they are anti-dilutive (in shares) | 14,008,761 | 277,188 | |
Restricted share units | |||
Denominator | |||
Weighted average effect of dilutive securities (in shares) | 0 | 5,106,760 | |
Common stock equivalents excluded from income (loss) per diluted share because they are anti-dilutive (in shares) | 10,218,906 | 98,112 | |
Convertible senior notes | |||
Denominator | |||
Weighted average effect of dilutive securities (in shares) | 0 | 6,388,480 | |
Common stock equivalents excluded from income (loss) per diluted share because they are anti-dilutive (in shares) | 6,388,480 | 0 | |
Deferred share units | |||
Denominator | |||
Weighted average effect of dilutive securities (in shares) | 0 | 8,960 | |
Common stock equivalents excluded from income (loss) per diluted share because they are anti-dilutive (in shares) | 11,413 | 0 | |
[1]Prior year share and per share amounts have been retrospectively adjusted to reflect the Share Split effected in June 2022. See Note 19 for details. |
Segment and Geographical Info_3
Segment and Geographical Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Segment and Geographical Info_4
Segment and Geographical Information - Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 5,599,864 | $ 4,611,856 |
Geographic Concentration Risk | Sales Revenue, Net | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 5,599,864 | $ 4,611,856 |
Revenues (as a percent) | 100% | 100% |
Geographic Concentration Risk | Sales Revenue, Net | Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 345,915 | $ 316,699 |
Revenues (as a percent) | 6.20% | 6.90% |
Geographic Concentration Risk | Sales Revenue, Net | United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 3,719,489 | $ 2,973,934 |
Revenues (as a percent) | 66.40% | 64.50% |
Geographic Concentration Risk | Sales Revenue, Net | EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 917,116 | $ 799,602 |
Revenues (as a percent) | 16.40% | 17.30% |
Geographic Concentration Risk | Sales Revenue, Net | APAC | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 553,361 | $ 467,009 |
Revenues (as a percent) | 9.90% | 10.10% |
Geographic Concentration Risk | Sales Revenue, Net | Latin America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 63,983 | $ 54,612 |
Revenues (as a percent) | 1.10% | 1.20% |
Segment and Geographical Info_5
Segment and Geographical Information - Long-lived Assets (Details) - Geographic Concentration Risk - Net Assets, Geographic Area - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 130,821 | $ 105,526 |
Long-lived assets (as a percent) | 100% | 100% |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 54,904 | $ 63,754 |
Long-lived assets (as a percent) | 42% | 60.40% |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 57,419 | $ 24,950 |
Long-lived assets (as a percent) | 43.90% | 23.60% |
Rest of World | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 18,498 | $ 16,822 |
Long-lived assets (as a percent) | 14.10% | 15.90% |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) - USD ($) | Jul. 08, 2022 | Jul. 20, 2021 |
Deliverr Inc. | ||
Business Acquisition [Line Items] | ||
Percentage of company acquired | 100% | |
Purchase price | $ 1,961,864,000 | |
Equity issued | 293,688,000 | |
Goodwill recognized expected to be deductible for income tax purposes | 0 | |
Deliverr Inc. | Acquired technology | ||
Business Acquisition [Line Items] | ||
Fair value of identifiable intangible assets | $ 255,000,000 | |
Acquired intangibles, amortization period (in years) | 6 years | |
Deliverr Inc. | Customer relationships | ||
Business Acquisition [Line Items] | ||
Fair value of identifiable intangible assets | $ 29,000,000 | |
Acquired intangibles, amortization period (in years) | 5 years | |
Deliverr Inc. | Other intangibles | ||
Business Acquisition [Line Items] | ||
Fair value of identifiable intangible assets | $ 4,000,000 | |
Acquired intangibles, amortization period (in years) | 3 years | |
Deliverr Inc. | Class A Subordinate Voting | ||
Business Acquisition [Line Items] | ||
Equity issued | $ 9,774,000 | |
Donde Fashion Inc. | ||
Business Acquisition [Line Items] | ||
Percentage of company acquired | 100% | |
Purchase price | $ 50,687,000 | |
Goodwill recognized expected to be deductible for income tax purposes | 0 | |
Donde Fashion Inc. | Acquired technology | ||
Business Acquisition [Line Items] | ||
Fair value of identifiable intangible assets | $ 24,000,000 | |
Acquired intangibles, amortization period (in years) | 3 years |
Business Acquisitions - Summary
Business Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jul. 08, 2022 | Dec. 31, 2021 | Jul. 20, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,836,282 | $ 356,528 | $ 311,865 | ||
Deliverr Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 263,850 | ||||
Trade and other receivables, net | 7,317 | ||||
Other current assets | 5,645 | ||||
Property and equipment, net | 12,833 | ||||
Accounts payable and other current liabilities | (20,360) | ||||
Other current and long-term liabilities | (309) | ||||
Net deferred tax liability on acquired intangibles | (23,002) | ||||
Goodwill | 1,437,664 | ||||
Total purchase price | 1,971,638 | ||||
Deliverr Inc. | Acquired technology | |||||
Business Acquisition [Line Items] | |||||
Fair value of identifiable intangible assets | 255,000 | ||||
Deliverr Inc. | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Fair value of identifiable intangible assets | 29,000 | ||||
Deliverr Inc. | Other intangibles | |||||
Business Acquisition [Line Items] | |||||
Fair value of identifiable intangible assets | $ 4,000 | ||||
Donde Fashion Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 887 | ||||
Accounts payable and other current liabilities | (7,377) | ||||
Net deferred tax liability on acquired intangibles | (4,390) | ||||
Goodwill | 37,567 | ||||
Total purchase price | 50,687 | ||||
Donde Fashion Inc. | Acquired technology | |||||
Business Acquisition [Line Items] | |||||
Fair value of identifiable intangible assets | $ 24,000 |
Uncategorized Items - _IXDS
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |