Lightspeed Commerce Inc. (LSPD) Earnings Call Transcript & Summary

Good morning ladies and gentlemen, my name is made Manon Brouillette, Executive Chair of Lightspeed Board of Directors, I'd like to welcome you to Lightspeed's Annual and Special Shareholders Meeting on behalf of management, our employees and the Board of Directors. Good morning, everyone. My name is Manon Brouillette, Executive Chair of the Lightspeed Board of Directors. I'd like to welcome you to the Lightspeed Annual and Special Shareholder Meeting on behalf of management, our employees and our Board of Directors, namely Ms. Dale Murray, our Lead Independent Director, Chair of our Compensation, Nominating and Governance Committee and a member of our Audit Committee. Mr. Dax Dasilva, Founder, CEO and a member of our Board of Directors; Ms. Nathalie Gaveau, a member of our Compensation, Nominating and Governance Committee; Mr. Glen LeBlanc, Chair of our Audit Committee and a member of our Risk Committee; Mr. Sameer Samat, a member of our Compensation, Nominating and Governance Committee and Risk Committee; Mr. Odilon Almeida, Chair of our Risk Committee and a member of our Audit Committee; and myself, Manon Brouillette. We are holding this meeting virtually to reduce the company's environmental footprint and to give shareholders an equal opportunity to attend and participate. I'll begin by introducing the people with me. We have the pleasure of having with us today Mr. Dax Dasilva, our Chief Executive Officer; Ms. Asha Bakshani, our Chief Financial Officer; Mr. Dan Micak, our Chief Legal Officer and Company Secretary; and a team from TSX Trust Company, the company's transfer agent and this meeting's scrutineers. Before we begin, I'd like to say a few words about today's proceedings. Firstly, only registered holders and shares of record as of June 1, 2026, or their duly appointed proxy holders are permitted to participate and vote at this meeting. Following the formal portion of the meeting, time permitting, the members of management here with me today will be available to answer your questions. Although the majority of this meeting will be held in English, please feel free to address the meeting attendees in English or in French. A live translation is also available for the participants of this virtual meeting. Even though most of this meeting will be held in English, we do invite you to ask your questions in any -- in either of those languages, English or French, we have simultaneous interpretation for all participants attending. Shareholders who wish to communicate with members of the Lightspeed team here with me or who wish to present or ask a written or verbal question in respect to a motion may do so using the dialogue box on the Lumi virtual interface. At this meeting is held virtually, we will set out a few rules for the orderly conduct of the meeting. Questions can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service on the Lumi virtual interface. verbal questions can be asked via phone by any registered shareholder or duly appointed proxy holder. To do so, please send your phone number and the subject of your question using the messaging tab in the Lumi virtual interface in order for a Lumi represent to dial you in. When asking a question, please state your name and the entity you represent. Please confirm that you are a registered shareholder or a duly appointed proxy holder. Please indicate to whom your question is addressed and please cover only one topic per question. Except for questions regarding procedural matters or questions directly related to a motion at end, questions will only be addressed during the question period at the end of the meeting. We will now address questions at the -- we will not address questions at the meeting that are irrelevant to Lightspeed operations or to the business of the meeting or related to nonpublic information or repetitive of questions submitted by other persons include offensive references relate to proposals that were not previously submitted properly in accordance to -- with Lightspeed bylaws or the Canada Business Corporation Act or are out of order or not otherwise appropriate. For the purpose of the meeting today, voting on all matters will be concluded by one single electronic ballot in accordance with the company's bylaws and the Canada Business Corporation Act. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all of the business items. When you are asked to vote, a voting tab will appear at the top of your screen. Click on it to access the voting panel. Discussions during today's meeting may contain forward-looking information about Lightspeed's outlook, objectives and strategies to achieve them. These statements are based on assumptions and are subject to important risks and uncertainties. The company's actual results could differ materially from any expectations discussed. A disclaimer regarding forward-looking information is on the current slide and can also be found on Lightspeed public disclosure record available on our website, SEDAR+ and EDGAR. We will now proceed with the formal portion of today's meeting. I call to order the Annual and Special Meeting of the Shareholders of Lightspeed. In accordance with Lightspeed's bylaw, I will act as Chair of the meeting, and Mr. Micak will act as Secretary of the meeting. In addition, I have found our registered and transfer agent, TSX Trust Company, to act as scrutineers for this meeting. The scrutineers will report on the number of shares represented both virtually and by proxy at this meeting. They will also count the votes and report the voting results. The matters to be discussed today are set out in Lightspeed's management information circular dated June 26, 2026. This year, the company again used the notice and access procedures under Canadian Corporate and Securities law to make available meeting materials to shareholders and sent a notice with all relevant information in that regard. I will not read the notice of meeting since the meeting materials are available on TSX Trust Company's online platform, on our website and under the profile on SEDAR+ and EDGAR. Our transfer agent has attested to the proper mailing of the meeting materials. A copy of all meeting materials will be kept by the secretary with the records of the meeting. I have received the scrutineer's report on attendance at the meeting. The scrutineer's report indicates that at least 2 persons entitled to vote at the meeting and holding in aggregate at least 25% of the shares entitled to be voted at the meeting are attending the meeting themselves or by proxy. Consequently, the quorum requirements in the company's bylaws are met. A copy of the scrutineer's report in attendance will be filed with the records of the meeting. Before moving to the proposed resolutions, I will explain the voting procedures. Each shareholder entitled to vote is entitled to 1 vote per share with respect to all matters to come before the meeting. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item through a single electronic ballot after all business items have been presented. When you are asked to vote, you will be prompted to vote on the Lumi virtual platform. You will only have a certain amount of time to do so after you have registered your votes for all business items, the transfer agent will compile the results. Proxies received before this meeting allow management of the company to cast a significant number of votes. Based on the number of shares represented at this meeting, the members of management here with me today will be able to determine the outcome of all motions that will go to a vote today. As such, in order to keep the pace of the meeting, I may declare motions carried even though all the votes may not yet have been counted or a final report may not yet be available. To further expedite the meeting, Mr. Dax Dasilva as a shareholder of the company, has agreed to move all motions on the formal agenda today in advance. And Mr. Dan Micak, a shareholder of the company, has agreed to second those motions in advance. As such, all motions have been duly moved and seconded in advance to ensure an efficient meeting. I now declare that this meeting was properly called for the transaction of business. Our first item of business is the presentation of the company's audited consolidated financial statements for the fiscal year ended March 31, 2026, as well as the auditor's report thereon. These financial statements and the auditor's report were included in the company's annual report and were made available to shareholders under our profiles on SEDAR+ and EDGAR on May 21, 2026, and on TSX Trust Company's online platform on June 26, 2026. I would ask the secretary to include the audited consolidated financial statements for the fiscal year ended March 31, 2026, and the auditor's report thereon in the minutes of this meeting. Please note that we will entertain any questions with respect to the financial statements in the general question period only. We now move to the next item on today's agenda. The second item of business is the election of Lightspeed's directors. The Board of Directors has determined that the number of directors to be elected at this meeting shall be 7. The term of office of the directors to be elected at this meeting begins today and shall continue until the next Annual Meeting of Shareholders and until such time as successors have been duly elected or appointed. The management information circular contains information on all 7 nominees recommended for election as directors. All of the nominees are currently members of our Board of Directors. Registered shareholders and duly appointed proxy holders may vote for each proposed director nominee individually. Each of the following nominees for election has been duly nominated to act as a director of the company. Dale Murray, Dax Dasilva, Nathalie Gaveau, Glen LeBlanc, Sameer Samat, Odilon Almeida and myself, Manon Brouillette. The affirmative vote required for electing each of the proposed nominees as directors is a simple majority of the votes cast at the meeting. Each of the person nominated has confirmed that he or she is prepared to serve as a director if elected by the shareholders, and each of the nominees qualifies under the provisions of the Canada Business Corporation Act and the bylaws of the company to serve as a director. The company has not received any notice of other nominations of persons for election as a director of Lightspeed pursuant to the company's bylaw relating to advanced director nominations. As such, I hereby declare the nominations closed. As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. We will, therefore, continue with the next item of business. The third item of business is the appointment of the auditors of the company for the coming year and the authorization of the directors of the company to fix the remuneration of the auditors. The Audit Committee and the Board of Directors recommend the reappointment of our incumbent auditors, PricewaterhouseCoopers LLP as the auditors of the company for the coming year. It has been duly moved that PricewaterhouseCoopers LLP be appointed auditors of the company until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. The fourth item of business is the nonbinding advisory resolution on the company's approach to executive compensation. The company is committed to ensure that shareholders fully understand the objectives, philosophy and principles that the Board has applied in its approach to executive compensation decisions and to providing clear and comprehensive executive compensation disclosures to shareholders. The full text of the resolution to be adopted by the shareholders of the company is set forth on Page 21 of the Management Information Circular. As set out in the management information circular, in order for the resolution to be passed, it must be approved by at least a majority of the votes cast by the shareholders attending this meeting or represented by proxy. Since this is an advisory vote, the results will not be binding. However, the Board and the Compensation, Nominating and Governance Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. It has been duly moved that the advisory nonbinding resolution of the company's approach to executive compensation be approved. The fifth and last matter to be acted upon is the ordinary resolution of shareholders of the company approving an amended -- an amendment to the company's amended and restated Omnibus Plan to extend the term of such plan to the 10th anniversary of the meeting and to renew such plan to approve all unallocated options, rights and other entitlements thereunder. The full text of the resolution of shareholders to be approved is set forth on Schedule D of the management information circular and the background and rationale for such approval is set forth on Page 22 to 24 of the management information circular. As set out in the management information circular, in order for the resolution to be passed, it must be approved by at least a majority of the votes cast by the shareholders attending this meeting or represented by proxy. It has been duly moved that the ordinary resolution in respect to the company's Omnibus Plan is approved. We will now proceed with voting on today's business items, namely the election of 7 directors to sit on the Board of Directors of the company, the appointment of the auditors of the company, the nonbinding advisory resolution on the company's approach to executive compensation and the ordinary resolution in respect to the company's Omnibus Plan. You will now be prompted to register your vote in respect of these business items. Please register your votes by accessing the voting page when prompted and pressing on for, withhold or against buttons as applicable next to the name of each business item. Please note that there is no submit button. Votes are received as soon as the button next to a decision item is selected. Once the electronic balloting closes, the voting page will disappear. We will wait a few moments for the completion of the electronic ballots and then vote on with the rest of the meeting -- move on with the rest of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately 2 minutes to complete the electronic ballots. Once voting is completed, I would ask that the scrutineers compile the report regarding the results of voting on all business matters. We will reconvene a few moments with the scrutineers' report and the voting results. [Voting]

Thank you for waiting. I have received the scrutineer's report and confirm the following: each of the 7 nominees have been elected as directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed. The appointment of PricewaterhouseCoopers LLP as the auditors of the company has been approved, and the Board of Directors has been authorized to fix their remuneration. The nonbinding advisory resolution on the company's approach to executive compensation has been approved. The ordinary resolution in respect to the company's Omnibus Plan has been approved. The formal item of business as set out in the notice of meeting has now been dealt with. With the consent of the meeting, as there is no further business to come before it, I will hereby declare the formal portion of the meeting to be concluded. At this point, management will give a brief presentation and then answer any questions registered shareholders or duly appointed proxy holders may have. I will invite our Chief Executive Officer, Dax Dasilva, to give the presentation.

Thank you, Manon, and welcome, everyone. Thank you for joining us today. Fiscal 2026 was the first year of our multiyear transformation, and the organization underwent significant change. But one thing that remained constant was our mission as a company. That mission is to fuel retail and hospitality ambitions with technology and insights. For the innovators and visionaries shaping the future of retail and hospitality, Lightspeed makes work flow so they can focus on what matters, running and growing their business. And when local businesses succeed, communities everywhere are stronger. This is a mission of which I'm very proud and one that underpins all of our efforts at Lightspeed. In late March of 2025, we outlined our refreshed strategy and financial goals at our Capital Markets Day. Lightspeed is concentrating its efforts on 2 growth engines where we have demonstrated right to win. Specifically, these are retail customers in North America and hospitality customers in Europe. Elsewhere, we are focused on efficiency, continuing to support existing customers and maximizing adjusted EBITDA and adjusted free cash flow for the whole business. This more focused strategy resulted in purposeful investments across both product and go-to-market. These investments are paying off as fiscal 2026 saw us expand our customer locations, deliver the best GTV growth in 3 years and generate positive adjusted free cash flow for the entire year. It is clear that the strategy is working. Our goal now is to execute that plan to its fullest potential. Fiscal 2027 is year 2 of our transformation and will be focused on executional rigor. Retail in North America is where we serve SMB merchants with complex workflows with our deep vertical expertise and differentiated tools, especially in wholesale ordering and inventory management. Hospitality in Europe is a fragmented market where Lightspeed is already a leader with workflow automation, differentiated product capabilities, local support and solutions that enable fiscal compliance, serving restaurants across Europe. We have also actively refined our customer mix, moving intentionally away from low-value micro merchants to focus on complex growing SMBs where we have the highest product market fit and the strongest customer lifetime value. We maintain 3 operating priorities that we use to measure our progress. Firstly, customer locations within our growth engines. For the full year of 2026, customer locations in our growth engines grew by 11%. We have recently launched a more targeted outbound sales motion and vertical-specific marketing approach across our growth engines, and we are already seeing encouraging signs of success. With new rep training, playbooks, tools and processes now in place, we expect this renewed go-to-market discipline alongside a reinvigorated partnerships effort to be a meaningful driver of customer location growth in the quarters ahead. Priority 2 is to increase software ARPU. In 2026, subscription revenues were up 8% year-over-year. Through product innovation, upselling our customer base, attracting higher GTV customers and monetizing platforms like Lightspeed NuORDER, we will continue to drive software adoption higher. We have also been relentlessly focused on enabling a better customer experience from onboarding to service and have formed a central customer organization that is driving best practices to improve retention and expansion efforts. And the third priority is to improve adjusted EBITDA and free cash flow. In fiscal 2026, gross profit dollars grew 17% year-over-year. Adjusted EBITDA improved to $72.5 million, up 35% year-over-year. and we delivered positive adjusted free cash flow of $18.2 million. We are improving our efficiencies across the company so we can focus our resources on investments that ensure the highest ROIs. We are also reviewing our spend while advancing automation through new tooling and systems and anticipate being able to deliver meaningful improvements this year. Aside from our strong financial performance, we also took other steps to advance our transformation. We welcomed 3 seasoned executives to our leadership team, including Gabriel Benavides as our Chief Revenue Officer; Bhawna Singh as our Chief Technology Officer; and Leslie Martin as our Chief Strategy and Transformation Officer. These leaders are already making a difference, driving relentless focus on executional delivery across our organization. In addition, shortly after the year-end, we divested our noncore Upserve product line. This divestiture is a clear proof point of our capital allocation discipline. By shedding an asset outside of our highest return growth portfolio, we have simplified operations, improved our structural gross margin profile and unlocked capital to deploy directly back into our business and shareholder returns. After that divestment, Lightspeed is a more focused organization with growth engines now comprising approximately 75% of revenues. I want to address the topic that has become pervasive in our industry, AI. Although its full potential has yet to be realized and its impact highly debated, there is no doubt that AI will change how we work and live, particularly within the software industry. Some fear its impact, others welcome it. For Lightspeed, AI represents a tremendous opportunity to deepen our competitive advantages, help our customers and drive growth. Every restaurant or retailer has a context and complexity unique to their business. AI can help them solve problems that were previously too tough or too expensive to address, but it needs deep native foundational data to do so. Lightspeed is in a unique and advantageous position because we have the data derived from billions of dollars in transactions to build AI agents that can solve complex issues at scale. Deploying AI to help our customers is not theoretical, it is in the field here and now. Whether it is providing seamless onboarding, creating which products to carry in inventory, building an online presence or receiving on-the-fly reporting and insights, Lightspeed's AI releases are already delivering results, and I believe we are only getting started. I'm working closely with our new CTO, Bhawna Singh, to advance our ambitions here and seize the opportunity in front of us. Before I close, I wanted to highlight that we have also made significant efforts to return capital to shareholders. Between April 2024 and March 2026, we repurchased and canceled approximately 18.7 million shares using $220 million in capital. Further, our Board authorized the renewal of our normal course issuer bid program for FY '27 to repurchase up to 10% of our public float. In the first quarter of 2027, Lightspeed purchased a further 7 million shares. In closing, I would like to thank our investors for their ongoing support. We recognize that confidence will only be earned through consecutive quarters of predictable delivery. Year 2 is a critical inflection point. In FY '25, Lightspeed made key decisions on where we will play and how we will win. In fiscal 2026, we demonstrated that our plan is working. In this year, we plan to focus on execution and delivering to our fullest potential. With that, I will take any questions.

Thank you, Dax. I will now answer any -- we will now answer any questions registered shareholders or duly appointed proxy holders may have. For each written question we answer, we will summarize the question and read out loud the name of the person who asked such question and if applicable, the entity that person represents. For each verbal question we answer, we will introduce the speaker by stating the name of the person who will ask the question and if applicable, the entity that person represents. We would like to remind you that questions which were already answered or that are repetitive will not be answered. Please limit your questions to topics of general interest for shareholders of Lightspeed. When asking your question, please state your name, the entity you represent, confirm you are a registered shareholder or a duly appointed proxy holder and indicate to whom your question is addressed. We will now give attendees a moment to ask questions. There being no questions, we are now concluding the question-and-answer portion of this meeting. On behalf of management, our Board of Directors and our employees, I would like to thank everyone for being here today. I would also like to thank all of our shareholders for their commitment and continued support. We look forward to next year's meeting. On behalf of the Board, our employees and upper management, I would like to thank you for being here today. Thank you to our shareholders for your continued support. We look forward to seeing you again next year. [Statements in English on this transcript were spoken by an interpreter present on the live call.]