Lightspeed Commerce Inc.
Condensed Interim Consolidated Financial Statements
(Unaudited)
For the three and six months ended September 30, 2022
(expressed in thousands of US dollars)
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Lightspeed Commerce Inc. Condensed Interim Consolidated Balance Sheets (Unaudited) |
As at September 30 and March 31, 2022 |
| | | |
(expressed in thousands of US dollars) |
| Notes | September 30, 2022 | March 31, 2022 |
Assets | | $ | $ |
| | | |
Current assets | | | |
Cash and cash equivalents | | 862,576 | | 953,654 | |
Trade and other receivables | 9 | 57,119 | | 45,766 | |
Inventories | | 10,013 | | 7,540 | |
Other current assets | 10 | 31,527 | | 35,535 | |
| | | |
Total current assets | | 961,235 | | 1,042,495 | |
| | | |
Lease right-of-use assets, net | | 22,937 | | 25,539 | |
Property and equipment, net | | 18,769 | | 16,456 | |
Intangible assets, net | | 357,180 | | 409,568 | |
Goodwill | 11 | 2,091,056 | | 2,104,368 | |
Other long-term assets | 12 | 26,452 | | 21,400 | |
Deferred tax assets | | 140 | | 154 | |
| | | |
Total assets | | 3,477,769 | | 3,619,980 | |
| | | |
Liabilities and Shareholders’ Equity | | | |
| | | |
Current liabilities | | | |
Accounts payable and accrued liabilities | 13 | 73,462 | | 78,307 | |
Lease liabilities | | 6,809 | | 7,633 | |
Income taxes payable | | 6,672 | | 6,718 | |
Deferred revenue | | 62,931 | | 65,194 | |
| | | |
Total current liabilities | | 149,874 | | 157,852 | |
| | | |
Deferred revenue | | 1,598 | | 2,121 | |
Lease liabilities | | 19,346 | | 23,037 | |
Long-term debt | 15 | — | | 29,841 | |
Accrued payroll taxes on share-based compensation | | 924 | | 1,007 | |
Deferred tax liabilities | | 1,608 | | 6,833 | |
| | | |
Total liabilities | | 173,350 | | 220,691 | |
| | | |
Shareholders’ equity | | | |
Share capital | 16 | 4,255,533 | | 4,199,025 | |
Additional paid-in capital | | 171,438 | | 123,777 | |
Accumulated other comprehensive income (loss) | 17 | (15,623) | | 2,677 | |
Accumulated deficit | | (1,106,929) | | (926,190) | |
| | | |
Total shareholders’ equity | | 3,304,419 | | 3,399,289 | |
| | | |
Total liabilities and shareholders’ equity | | 3,477,769 | | 3,619,980 | |
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Commitments and contingencies | 14 | | |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
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Lightspeed Commerce Inc. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited) |
For the three and six months ended September 30, 2022 and 2021 |
| | | | | | |
(expressed in thousands of US dollars, except per share amounts) |
| | Three months ended September 30, | | Six months ended September 30, |
| Notes | 2022 | 2021 | | 2022 | 2021 |
| | $ | $ | | $ | $ |
| | | | | | |
Revenues | 4 | 183,699 | | 133,218 | | | 357,581 | | 249,138 | |
| | | | | | |
Direct cost of revenues | 5, 6 | 102,230 | | 68,272 | | | 198,587 | | 126,619 | |
| | | | | | |
Gross profit | | 81,469 | | 64,946 | | | 158,994 | | 122,519 | |
| | | | | | |
Operating expenses | | | | | | |
General and administrative | 6 | 25,132 | | 23,081 | | | 55,371 | | 45,358 | |
Research and development | 6 | 36,596 | | 30,092 | | | 72,232 | | 52,308 | |
Sales and marketing | 6 | 64,337 | | 51,693 | | | 132,982 | | 93,963 | |
Depreciation of property and equipment | | 1,188 | | 1,020 | | | 2,409 | | 1,889 | |
Depreciation of right-of-use assets | | 2,063 | | 2,008 | | | 4,110 | | 3,633 | |
Foreign exchange loss | | 29 | | 6 | | | 472 | | 255 | |
Acquisition-related compensation | | 12,653 | | 9,032 | | | 29,756 | | 11,046 | |
Amortization of intangible assets | | 25,684 | | 22,797 | | | 51,560 | | 39,810 | |
Restructuring | 14 | 603 | | — | | | 1,810 | | 197 | |
| | | | | | |
Total operating expenses | | 168,285 | | 139,729 | | | 350,702 | | 248,459 | |
| | | | | | |
Operating loss | | (86,816) | | (74,783) | | | (191,708) | | (125,940) | |
| | | | | | |
Net interest income | 7 | 4,851 | | 719 | | | 6,858 | | 945 | |
| | | | | | |
Loss before income taxes | | (81,965) | | (74,064) | | | (184,850) | | (124,995) | |
| | | | | | |
Income tax expense (recovery) | | | | | | |
Current | | 516 | | 95 | | | 780 | | 725 | |
Deferred | | (2,538) | | (15,072) | | | (4,891) | | (17,296) | |
| | | | | | |
Total income tax recovery | | (2,022) | | (14,977) | | | (4,111) | | (16,571) | |
| | | | | | |
Net loss | | (79,943) | | (59,087) | | | (180,739) | | (108,424) | |
| | | | | | |
Other comprehensive loss | | | | | | |
| | | | | | |
Items that may be reclassified to net loss | | | | | | |
Foreign currency differences on translation of foreign operations | | (6,689) | | (4,429) | | | (15,522) | | (4,125) | |
Change in net unrealized loss on cash flow hedging instruments | | (2,059) | | (945) | | | (2,778) | | (945) | |
| | | | | | |
Total other comprehensive loss | 17 | (8,748) | | (5,374) | | | (18,300) | | (5,070) | |
| | | | | | |
Total comprehensive loss | | (88,691) | | (64,461) | | | (199,039) | | (113,494) | |
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Net loss per share – basic and diluted | 8 | (0.53) | | (0.43) | | | (1.21) | | (0.80) | |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
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Lightspeed Commerce Inc. Condensed Interim Consolidated Statement of Cash Flows (Unaudited) |
For the six months ended September 30, 2022 and 2021 | | |
| | |
(expressed in thousands of US dollars) | | |
| Six months ended September 30, |
| 2022 | 2021 |
Cash flows from (used in) operating activities | $ | $ |
Net loss | (180,739) | | (108,424) | |
Items not affecting cash and cash equivalents | | |
Share-based acquisition-related compensation | 26,740 | | 8,972 | |
Amortization of intangible assets | 51,560 | | 39,810 | |
Depreciation of property and equipment and lease right-of-use assets | 6,519 | | 5,522 | |
Deferred income taxes | (4,891) | | (17,296) | |
Share-based compensation expense | 73,589 | | 37,043 | |
Unrealized foreign exchange loss | 290 | | 429 | |
(Increase)/decrease in operating assets and increase/(decrease) in operating liabilities | | |
Trade and other receivables | (10,434) | | (321) | |
Inventories | (2,473) | | (1,353) | |
Other assets | 368 | | (3,858) | |
Accounts payable and accrued liabilities | (8,029) | | 9,286 | |
Income taxes payable | (46) | | 283 | |
Deferred revenue | (2,786) | | 1,841 | |
Accrued payroll taxes on share-based compensation | (83) | | 1,371 | |
Net interest income | (6,858) | | (945) | |
| | |
Total operating activities | (57,273) | | (27,640) | |
| | |
Cash flows from (used in) investing activities | | |
Additions to property and equipment | (5,206) | | (3,532) | |
Additions to intangible assets | (1,498) | | — | |
Acquisition of businesses, net of cash acquired | — | | (398,567) | |
Purchase of investments | (820) | | — | |
Movement in restricted term deposits | — | | 344 | |
Interest income | 7,185 | | 2,281 | |
| | |
Total investing activities | (339) | | (399,474) | |
| | |
Cash flows from (used in) financing activities | | |
Proceeds from exercise of stock options | 4,033 | | 14,823 | |
Proceeds from issuance of share capital | — | | 823,515 | |
Share issuance costs | (193) | | (33,659) | |
Repayment of long-term debt | (30,000) | | — | |
Payment of lease liabilities net of incentives and movement in restricted lease deposits | (4,106) | | (3,049) | |
Financing costs | (373) | | (788) | |
| | |
Total financing activities | (30,639) | | 800,842 | |
| | |
Effect of foreign exchange rate changes on cash and cash equivalents | (2,827) | | (704) | |
| | |
Net increase (decrease) in cash and cash equivalents during the period | (91,078) | | 373,024 | |
|
| |
Cash and cash equivalents – Beginning of period | 953,654 | | 807,150 | |
| | |
Cash and cash equivalents – End of period | 862,576 | | 1,180,174 | |
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Interest paid | 373 | | 480 | |
Income taxes paid | 768 | | 635 | |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
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Lightspeed Commerce Inc. Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Unaudited) |
For the six months ended September 30, 2022 and 2021 | | | | | | |
|
(expressed in thousands of US dollars, except number of shares) | | Issued and Outstanding Shares | | | | |
| Notes | Number of shares | Amount | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit | Total |
| | | $ | $ | $ | $ | $ |
| | | | | | | |
Balance as at March 31, 2022 | | 148,661,312 | | 4,199,025 | | 123,777 | | 2,677 | | (926,190) | | 3,399,289 | |
| | | | | | | |
Net loss | | — | | — | | — | | — | | (180,739) | | (180,739) | |
Share issuance costs | | — | | (193) | | — | | — | | — | | (193) | |
Exercise of stock options and settlement of share awards | | 1,431,737 | | 29,961 | | (25,928) | | — | | — | | 4,033 | |
Share-based compensation | | — | | — | | 73,589 | | — | | — | | 73,589 | |
Share-based acquisition-related compensation | | 222,715 | | 26,740 | | — | | — | | — | | 26,740 | |
Other comprehensive loss | 17 | — | | — | | — | | (18,300) | | — | | (18,300) | |
| | | | | | | |
Balance as at September 30, 2022 | | 150,315,764 | | 4,255,533 | | 171,438 | | (15,623) | | (1,106,929) | | 3,304,419 | |
| | | | | | | |
Balance as at March 31, 2021 | | 128,528,515 | | 2,526,448 | | 35,877 | | 9,715 | | (637,757) | | 1,934,283 | |
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Net loss | | — | | — | | — | | — | | (108,424) | | (108,424) | |
Issuance of shares upon public offering | | 8,855,000 | | 823,515 | | — | | — | | — | | 823,515 | |
Share issuance costs | | — | | (33,752) | | — | | — | | — | | (33,752) | |
Exercise of stock options and settlement of share awards | | 879,677 | | 23,052 | | (8,229) | | — | | — | | 14,823 | |
Share-based compensation | | — | | — | | 37,043 | | — | | — | | 37,043 | |
Share-based acquisition-related compensation | | 25,099 | | 8,972 | | — | | — | | — | | 8,972 | |
Shares issued in connection with business combination | | 4,835,670 | | 360,474 | | — | | — | | — | | 360,474 | |
Other comprehensive loss | 17 | — | | — | | — | | (5,070) | | — | | (5,070) | |
| | | | | | | |
Balance as at September 30, 2021 | | 143,123,961 | | 3,708,709 | | 64,691 | | 4,645 | | (746,181) | | 3,031,864 | |
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
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Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) |
September 30, 2022 and 2021 |
|
(expressed in thousands of US dollars, except number of shares and per share amounts) |
1. Organization and nature of operations
Lightspeed Commerce Inc. ("Lightspeed" or the "Company") was incorporated on March 21, 2005 under the Canada Business Corporations Act. Its head office is located at Gare Viger, 700 Saint-Antoine St. East, Suite 300, Montréal, Quebec, Canada. Lightspeed’s one-stop commerce platform provides its customers with the critical functionalities they need to engage with consumers, manage their operations, accept payments, and grow their business. Lightspeed has customers globally in over 100 countries, empowering single- and multi-location small and medium-sized businesses to compete in an omni-channel market environment by engaging with consumers across online, mobile, social, and physical channels.
The Company’s shares are listed on both the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") under the stock symbol "LSPD".
2. Basis of presentation and consolidation
These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). Certain information and disclosures have been omitted or condensed. These unaudited condensed interim consolidated financial statements should be read together with the Company’s annual audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2022. Certain comparative figures have been reclassified in order to conform to the current period presentation.
These unaudited condensed interim consolidated financial statements were approved for issue by the Board of Directors of the Company on November 2, 2022.
Seasonality of interim operations
The operations of the Company are seasonal, and the results of operations for any interim period are not necessarily indicative of operations for the full fiscal year or any future period.
Estimates, judgments and assumptions
The preparation of the unaudited condensed interim consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses during the period. These estimates and assumptions are based on historical experience, expectations of the future, and other relevant factors and are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future period affected. Actual results may differ from these estimates.
In preparing these unaudited condensed interim consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of uncertainty are the same as those applied and described in the Company’s annual audited consolidated financial statements for the fiscal year ended March 31, 2022.
3. Significant accounting policies
The same accounting policies and methods of computation were followed in the preparation of these unaudited condensed interim consolidated financial statements as were followed in the preparation of the most recent annual audited consolidated financial statements.
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Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) |
September 30, 2022 and 2021 |
|
(expressed in thousands of US dollars, except number of shares and per share amounts) |
4. Revenues
| | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Six months ended September 30, |
| 2022 | 2021 |
| 2022 | 2021 |
| $ | $ |
| $ | $ |
|
| | | | |
Subscription revenue | 74,494 | | 59,374 | | | 148,054 | | 109,299 | |
Transaction-based revenue | 101,304 | | 65,023 | | | 192,828 | | 121,476 | |
Hardware and other revenue | 7,901 | | 8,821 | | | 16,699 | | 18,363 | |
| | | | | |
Total revenues | 183,699 | | 133,218 | | | 357,581 | | 249,138 | |
5. Direct cost of revenues
| | | | | | | | | | | | | | | | | |
| Three months ended September 30, |
| Six months ended September 30, |
| 2022 | 2021 | | 2022 | 2021 |
| $ | $ |
| $ | $ |
| | | | | |
Subscription cost of revenue | 20,657 | | 17,754 | | | 41,080 | | 32,371 | |
Transaction-based cost of revenue | 70,011 | | 39,472 | | | 132,912 | | 71,661 | |
Hardware and other cost of revenue | 11,562 | | 11,046 | | | 24,595 | | 22,587 | |
| | | | | |
Total direct cost of revenues | 102,230 | | 68,272 | | | 198,587 | | 126,619 | |
6. Employee compensation
The total employee compensation comprising salaries and benefits, excluding government assistance, for the three and six months ended September 30, 2022, was $96,912 and $199,123 (September 30, 2021 – $85,046 and $151,048, respectively).
Share-based compensation and related costs were included in the following expenses:
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| Three months ended September 30, | | Six months ended September 30, |
| 2022 | 2021 | | 2022 | 2021 |
| $ | $ | | $ | $ |
| | | | | |
Direct cost of revenues | 2,212 | | 1,799 | | | 4,458 | | 2,994 | |
General and administrative | 8,626 | | 6,805 | | | 18,711 | | 10,174 | |
Research and development | 9,984 | | 7,956 | | | 20,869 | | 12,160 | |
Sales and marketing | 14,106 | | 12,238 | | | 29,192 | | 20,145 | |
| | | | | |
Total share-based compensation and related costs | 34,928 | | 28,798 | | | 73,230 | | 45,473 | |
As at September 30, 2022, the Company had 11,277,494 options, 4,638,239 restricted share units, 47,980 deferred share units, and 619,640 performance share units which include non-market performance conditions outstanding (September 30, 2021 - 7,912,551, 1,508,256, 18,753 and 75,182, respectively).
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Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) |
September 30, 2022 and 2021 |
|
(expressed in thousands of US dollars, except number of shares and per share amounts) |
7. Finance income and costs
| | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Six months ended September 30, |
| 2022 | 2021 |
| 2022 | 2021 |
| $ | $ |
| $ | $ |
|
| | | | |
Interest income | 5,388 | | 1,406 | | | 8,104 | | 2,401 | |
Interest expense | (537) | | (687) | | | (1,246) | | (1,456) | |
| | | | | |
Net interest income | 4,851 | | 719 | | | 6,858 | | 945 | |
| | | | | |
8. Loss per share
The Company has stock options and share awards as potentially dilutive securities. Diluted net loss per share excludes all potentially-dilutive shares if their effect is anti-dilutive. As a result of net losses incurred, all potentially-dilutive securities have been excluded from the calculation of diluted net loss per share because including them would be anti-dilutive. Therefore, basic and diluted number of shares is the same for the three and six months ended September 30, 2022 and 2021. All outstanding potentially dilutive securities could potentially dilute loss per share in the future.
| | | | | | | | | | | | | | | | | |
| Three months ended September 30, |
| Six months ended September 30, |
| 2022 | 2021 | | 2022 | 2021 |
| | | | | |
Issued Common Shares | 150,315,764 | | 143,123,961 | | | 150,315,764 | | 143,123,961 | |
Weighted average number of Common Shares – basic and diluted | 149,688,692 | | 138,796,551 | | | 149,332,947 | | 134,839,363 | |
| | | | | |
Net loss per share – basic and diluted | $ | (0.53) | | $ | (0.43) | | | ($1.21) | | ($0.80) | |
The weighted average number of potentially dilutive securities that are not included in the diluted per share calculations because they would be anti-dilutive was 17,300,048 and 17,349,949 stock options and share awards for the three and six months ended September 30, 2022 (September 30, 2021 - 9,624,133 and 8,894,627).
9. Trade and other receivables
| | | | | | | | |
| September 30, 2022 | March 31, 2022 |
| $ | $ |
| | |
Trade receivables | 26,361 | | 22,894 | |
Allowance for expected credit losses | (3,285) | | (3,043) | |
|
| |
Trade receivables, net | 23,076 | | 19,851 | |
| | |
Research and development tax credits receivable | 6,475 | | 4,195 | |
Sales tax receivable | 6,116 | | 6,323 | |
Merchant cash advances | 12,641 | | 6,300 | |
Indemnification receivables | 8,811 | | 9,097 | |
| | |
Total trade and other receivables | 57,119 | | 45,766 | |
The indemnification receivables are for indemnities on certain income tax payables and other liabilities assumed through our acquisitions.
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Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) |
September 30, 2022 and 2021 |
|
(expressed in thousands of US dollars, except number of shares and per share amounts) |
10. Other current assets
| | | | | | | | |
| September 30, 2022 | March 31, 2022 |
| $ | $ |
| | |
Restricted cash and restricted deposits | 1,305 | | 1,531 | |
Prepaid expenses and deposits | 13,074 | | 20,478 | |
Commission asset | 10,701 | | 8,959 | |
Contract asset and other | 6,447 | | 4,567 | |
| | |
Total other current assets | 31,527 | | 35,535 | |
11. Goodwill
Impairment analysis
During the six months ended September 30, 2022, the Company's share price and therefore its market capitalization decreased. The carrying amount of the Company's net assets exceeded the Company's market capitalization as at September 30, 2022. This triggered an impairment test to be performed for the Company's operating segment (the "Segment") which is the level at which management monitors goodwill. Impairment, if any, is determined by assessing the recoverable amount of the Segment. The Segment's recoverable amount is the higher of the Segment's fair value less costs of disposal and its value in use.
The Company completed an impairment test of goodwill as at September 30, 2022 using a fair value less costs of disposal model which demonstrated no impairment of goodwill as at September 30, 2022. Fair value less costs of disposal is a Level 3 measurement (see note 19). Fair value less costs of disposal is based on a discounted cash flow model involving several key assumptions that were used in the test for goodwill impairment. Adjusted EBITDA was determined as a valuation basis, using a five-year projection based on the Company's actual performance and management’s best estimates. A terminal value was calculated based on revenues, with a weighted average cost of capital reflecting the current market assessment being used. The costs to sell were assumed to be 2.5% of the fair value amount. The carrying value of the Segment was compared with the fair value less costs of disposal to test for impairment.
Goodwill is more susceptible to impairment risk if business operating results or economic conditions deteriorate and actual results do not meet the Company's forecasts. A reduction in the terminal value multiple, an increase in the pre-tax discount rate or a decrease in the revenue growth rate could cause impairment in the future. The determination of the recoverable amount involves the use of estimates by management and can have a material impact on the respective value and ultimately the amount of any impairment.
The following table indicates the values by which key assumptions would need to change individually for the estimated recoverable amount to be equal to the carrying amount:
| | | | | | | | | | | |
Key Assumptions | Value Used in Impairment Model | | Value For Carrying Amount to Equal Recoverable Amount |
| | | |
Discount Rate (%) | 30 | % | | 34 | % |
Terminal Value Multiple | 3.4 | | 2.8 |
Revenue Growth Rate (%) | 32 | % | | 28 | % |
| | |
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) |
September 30, 2022 and 2021 |
|
(expressed in thousands of US dollars, except number of shares and per share amounts) |
12. Other long-term assets
| | | | | | | | |
| September 30, 2022 | March 31, 2022 |
| $ | $ |
|
| |
Restricted cash | 136 | | 260 | |
Prepaid expenses and deposits | 4,024 | | 5,945 | |
Commission asset | 12,505 | | 9,604 | |
Contract asset | 8,235 | | 5,591 | |
Investments | 1,552 | | — | |
| | |
Total other long-term assets | 26,452 | | 21,400 | |
13. Accounts payable and accrued liabilities
| | | | | | | | |
| September 30, 2022 | March 31, 2022 |
| $ | $ |
|
| |
Trade payables | 37,013 | | 39,245 | |
Accrued compensation and benefits | 20,003 | | 25,238 | |
Accrued payroll taxes on share-based compensation | 2,929 | | 3,594 | |
Acquisition-related payables | 6,403 | | 5,527 | |
Sales tax payable | 3,441 | | 3,861 | |
Other | 3,673 | | 842 | |
| | |
Total accounts payable and accrued liabilities | 73,462 | | 78,307 | |
14. Contingencies, Provisions and Commitments
Contingencies
Beginning in October 2021, the Company and certain of the Company's officers and directors were named as defendants to an application for authorization to bring a securities class action filed before the Superior Court of Quebec, and the Company and certain of the Company's officers and directors were named as defendants in a securities class action brought in U.S. district court for the Eastern District of New York (a separate action brought in the Southern District of New York was voluntarily dismissed after a lead plaintiff was appointed in the Eastern District of New York action). The application and action are sought on behalf of purchasers of the Company's Common Shares, and are based upon allegations that the defendants made false and/or misleading statements to the public and seek unspecified damages. On June 27, 2022, the Company filed a motion to dismiss the securities class action brought in the U.S. district court for the Eastern District of New York. Plaintiffs to the securities class action brought in the U.S. district court for the Eastern District of New York filed an opposition to the Company's motion to dismiss, and the Company filed a reply. The Company and management intend to vigorously defend against each of these proceedings.
On October 22, 2021, CloudofChange, LLC, a non-practising entity, filed a patent infringement lawsuit against the Company in the Western District of Texas. The patents at issue in the suit include U.S. Patents Nos. 9,400,640, 10,083,012 and 11,226,793. These patents generally relate to web-based point of sale builder systems. The Company and management intend to vigorously defend against the action.
| | |
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) |
September 30, 2022 and 2021 |
|
(expressed in thousands of US dollars, except number of shares and per share amounts) |
The Company has not provisioned for the above-mentioned matters as the outcome is not determinable nor the amount of loss, if any, reasonably estimable given the present stage of the proceedings in each case.
Provisions
The Company is involved in litigation and claims in the normal course of business. Management is of the opinion that any resulting provisions and ultimate settlements would not materially affect the financial position and operating results of the Company.
Restructuring
During the six months ended September 30, 2022, the Company implemented a restructuring plan for its operations. The restructuring expense consists entirely of costs related to terminations of employment for a total of $603 and $1,810 for the three and six months ended September 30, 2022, respectively (September 30, 2021 - nil and $197).
Commitments
During the six months ended September 30, 2022, the Company increased its commitments from those disclosed in its annual audited consolidated financial statements for the fiscal year ended March 31, 2022. The Company renegotiated certain contracts with service providers which include additional commitments of $18,940 over the next four fiscal years.
15. Credit facility
The Company had credit facilities with the Canadian Imperial Bank of Commerce ("CIBC"), which included a $25,000 demand revolving operating credit facility (the "Revolver") and a $50,000 stand-by acquisition term loan, $20,000 of which was uncommitted (the "Acquisition Facility", and together with the Revolver, the "Credit Facilities"). The Acquisition Facility was drawn for $30,000 in January 2020 for the acquisition of Lightspeed POS Germany GmbH (formerly Gastrofix GmbH) and was set to mature 60 months thereafter. On July 6, 2022, the Company repaid in full the balance outstanding under the Acquisition Facility, including all accrued and unpaid interest and the Acquisition Facility was terminated. Prior to the repayment, excluding unamortized financing costs, the balance drawn on the Acquisition Facility was $30,000.
The Revolver is subject to certain general and financial covenants, including the delivery of annual audited consolidated financial statements to the holders. The Revolver is secured by all material assets of the Company. The Company was in compliance with covenants as at September 30, 2022.
On October 28, 2022, the Company amended the Revolver to, among other things, reduce the size of the Revolver to $5,000 and facilitate greater operating flexibility (the "Amended Revolver"). The Amended Revolver will be available for letters of credit or letters of guarantee for general corporate and working capital purposes. The Amended Revolver is subject to certain general covenants, including making available annual audited consolidated financial statements, and is secured by material assets of the Company.
16. Share capital
The Company’s authorized share capital consists of (i) an unlimited number of Subordinate Voting Shares and (ii) an unlimited number of preferred shares, issuable in series. All references to Common Shares refer to Subordinate Voting Shares in the Capital of Lightspeed.
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Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) |
September 30, 2022 and 2021 |
|
(expressed in thousands of US dollars, except number of shares and per share amounts) |
17. Accumulated other comprehensive income (loss)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign currency differences on translation of foreign operations | | Hedging reserve | | Total accumulated other comprehensive income (loss) |
| 2022 | 2021 | | 2022 | 2021 | | 2022 | 2021 |
| $ | $ | | $ | $ | | $ | $ |
Balance as at March 31, | 2,654 | | 9,715 | | | 23 | | — | | | 2,677 | | 9,715 | |
| | | | | | | | |
Other comprehensive loss | (15,522) | | (4,125) | | | (2,778) | | (945) | | | (18,300) | | (5,070) | |
| | | | | | | | |
Balance as at September 30, | (12,868) | | 5,590 | | | (2,755) | | (945) | | | (15,623) | | 4,645 | |
Foreign exchange forward contracts
The Company designates certain foreign exchange forward contracts as cash flow hedges when all the requirements in IFRS 9, Financial Instruments are met. The Company's currency pair used for cash flow hedges is US dollar / Canadian dollar. The notional principal of the foreign exchange contracts was $54,625 CAD as at September 30, 2022 (March 31, 2022 - $26,000 CAD).
18. Related party transactions
Key management personnel includes the C-Level executives, and other Executive Vice-Presidents. Other related parties include close family members of the key management personnel and entities controlled by the key management personnel.
The executive compensation expense to the top five key management personnel is as follows:
| | | | | | | | | | | | | | | | | |
| Three months ended September 30, | | Six months ended September 30, |
| 2022 | 2021 | | 2022 | 2021 |
| $ | $ | | $ | $ |
| | | | |
|
Short-term employee benefits | 685 | | 620 | | | 1,414 | | 1,206 | |
Share-based payments | 6,314 | | 8,728 | | | 13,325 | | 10,345 | |
| | | | | |
Total compensation paid to key management personnel | 6,999 | | 9,348 | | | 14,739 | | 11,551 | |
19. Financial instruments
Fair value
The Company measures the fair value of its financial assets and financial liabilities 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. The different levels of the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Other techniques for which inputs are based on quoted prices for identical or similar instruments in markets that are not active, quoted prices for similar instruments in active markets, and model-based valuation techniques for
| | |
Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited) |
September 30, 2022 and 2021 |
|
(expressed in thousands of US dollars, except number of shares and per share amounts) |
which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the asset or liability;
Level 3: Techniques which use inputs that have a significant effect on the recognized fair value that require the Company to use its own assumptions about market participant assumptions.
The Company estimated the fair value of its financial instruments as described below.
The fair value of cash and cash equivalents, restricted cash and restricted deposits, trade receivables, trade accounts payable, accrued compensation and benefits, and other accruals is considered to be equal to their respective carrying values due to their short-term maturities.
The fair value of accrued payroll taxes on share-based compensation approximates its carrying value as at September 30 and March 31, 2022.
Recurring fair value measurements
The fair value of foreign exchange forward contracts was determined based on 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 fair value of merchant cash advances was determined based on Level 3 inputs by calculating the present value of the future estimated cash flows based on the terms of the agreements. The fair value of investments was determined based on Level 3 inputs using the prices for financial instruments stemming from private investments that the Company participated in.
As at September 30 and March 31, 2022, financial instruments measured at fair value in the unaudited condensed interim consolidated balance sheets were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 | | March 31, 2022 |
| | | | | | | |
| Fair value hierarchy | Carrying amount | Fair value | | Fair value hierarchy | Carrying amount | Fair value |
| | $ | $ |
| | $ | $ |
| | |
| | | | |
Assets: | | | | | | | |
Cash and cash equivalents | Level 1 | 862,576 | | 862,576 | | | Level 1 | 953,654 | | 953,654 | |
Restricted cash and restricted deposits | Level 1 | 1,441 | | 1,441 | | | Level 1 | 1,791 | | 1,791 | |
Merchant cash advances | Level 3 | 12,641 | | 12,641 | | | Level 3 | 6,300 | | 6,300 | |
Foreign exchange forward contracts | Level 2 | 0 | 0 | | Level 2 | 23 | 23 |
Investments | Level 3 | 1,552 | | 1,552 | | | — | | — | | — | |
Liabilities: | | | | | | | |
Foreign exchange forward contracts | Level 2 | 2,755 | | 2,755 | | | Level 2 | 0 | 0 |