M&A Announcement

Dec 1, 2020

Ladies and gentlemen, thank you for standing by, and welcome to the Lightspeed announces acquisition of Upserve Conference Call. At this time, all participants are in a listen only mode. After the speakers' presentation, there will be a question and answer session. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Mr. Gus D'Affeiorgio. Please go ahead, sir. Thank you, operator, and good afternoon, everyone. Welcome to Lightspeed's conference call to discuss the acquisition of Upserve. Joining me today are Dax Dasilva, Lightspeed's Founder and CEO JP Chauvet, President and Brandon Nusi, Chief Financial Officer. After prepared remarks, we will open it up for your questions. We will be making forward looking statements on our call today that are based on assumptions and therefore subject to risks and uncertainties that could cause actual results to differ materially from those projected. We undertake no obligation to update these statements except as required by law. You can read about these risks and uncertainties in our press releases issued earlier today as well as in our filings with U. S. And Canadian securities regulators. Also, our commentary today will include adjusted financial measures, which are not IFRS measures. These should be considered as a supplement to and not a substitute for IFRS financial measures. Reconciliations between the 2 can be found in our earnings press releases, which are available on our website on sedar.com and on the SEC's EDGAR system. And finally, note that because we report in U. S. Dollars, all amounts discussed today are in U. S. Dollars unless otherwise indicated. With that, I will now turn the call over to Dax. Thanks, Gus. Before I begin, I want to welcome everyone at Upserve to the Lightspeed family. Upserve has been a formidable technology provider in the upmarket hospitality industry over the last few years, having developed one of the most compelling hospitality POS solutions in the U. S. Market. Together, I believe the talents, resources and reach of the combined company can help redefine the commerce experience the world over and achieve our goal of enabling independent businesses worldwide with our advanced commerce platform. So welcome to Sheryl and her team. We are thrilled to have you join Lightspeed. Although the challenges presented to SMBs over the last few months have been considerable, it has highlighted the fact that a strong omni channel presence has moved from being a nice to have to an absolute necessity. As we have mentioned before, we are seeing an accelerated trend by SMBs of moving away from an on premise legacy system to a more modern cloud based solutions. But we are not the only ones that have noticed this trend. There has been growing interest by our competitors and other players in the cloud based commerce platforms that are leading the charge to omnichannel commerce. This has resulted in accelerating industry consolidation at the same time as our customers are transitioning away from legacy systems. In the next few years, as a result of the digital acceleration prompted by COVID-nineteen, we will likely experience the most radical transformation of our industry that we have ever seen. Some players will be swept over by these changes and some will lead the transformation. At Lightspeed, we have chosen to lead. Upserve is one of the leading POS providers to the restaurant industry in the key U. S. Market with approximately 7,000 customer locations, which generated over $6,000,000,000 of GTV in the trailing 12 month period. GTV per customer approached $1,000,000 despite the impact of COVID-nineteen and is indicative of the type of customer Upserve has attracted over the years. By joining Lightspeed, Upserve's customers will be able to take advantage of our pace of innovation and our scale. In turn, we hope to benefit from Upserve's workforce ingredient management modules and their state of the art advanced analytics platform, which we believe will prove popular with our large base of hospitality customers around the world. Upserve's customer base is well penetrated with the existing payments offering, which we expect to convert to late fee payments in relatively short order and at better economics. Upserve generated approximately $40,000,000 in revenue on a trailing 12 month basis. Total consideration for Upserv is approximately $430,000,000 and will be satisfied by way of $123,000,000 in cash and the issuance of 5,900,000 shares in Lightspeed, subject to customary adjustments. The addition of Upserve and ShopKeep will provide Lightspeed with a scale and presence in the key U. S. Market that we have never experienced before. Our expectations are that we can convert this scale into better brand awareness, which should help lower customer acquisition costs and enhance our long term growth potential. Hospitality industry has been one of the hardest hit by COVID as restaurants and bars the world over have been forced to close their doors. Although the current situation remains challenging, our global footprint offers us a glimpse into what can happen once the pandemic is under control. In markets where this is the case, such as Australia and South Africa, we are seeing very encouraging results. Acting now prepares us for the rebound that we expect will occur globally. Before I wrap it up, I just wanted to note that I am aware that the pace of our M and A activity has seen an increase as of late, but investors should not assume that we are sacrificing organic innovation field growth at the expense of M and A. In recent months, we've launched offerings such as subscriptions in order ahead, which are seeing strong reception by our customers. And in the months ahead, we will become more vocal on initiatives focused on integrating suppliers more tightly into our platform. At our core, we remain a company built on innovation, but scale and innovation combined should amplify our success in the long term. We are very excited about this latest addition to the Lightspeed team. Together, we are going to help redefine our industry and our ambition is to become the technology partner of choice or SMBs, not only in the key U. S. Market, but around the world. And with that, I will pass it back to the operator to open it up for questions. And your first question comes from Thanos Moschulapis, BMO. Please go ahead, sir. Hi, good afternoon and congrats on the acquisition. Maybe extending on the payments dynamic, you mentioned you have good penetration. I'm hoping you can give us some more color in terms of what their payments penetration looked like. And just to clarify, was that revenue being recognized on a net basis or on a gross basis with respect to the historical revenue numbers you're providing? Dave, Amos, yes, they have a significant portion of their with integrated payments. I think they look at the product that they've got, they've done a really nice job of embedding the payments terminal rate inside their terminal itself as well. That's part of what attracted us there. This is the captive customer base that with significant payments volume that we think there's real upside here of converting into light speed payments and realizing some of the better economics we hope we can drive through the combined volume here. They do recognize on a net basis, they're not a full blown PayFac like Lightspeed. So that's in part what drives some of the increased economics we hope to achieve here. Great. And I think we had a significant channel components with respect to the go to markets. Was that in fact the case? And is that something that you can leverage? Or is that something that you'll be emphasizing in paper with your model, which is more focused? Yes. Hi, it's JP. So I think just on their go to market, they're very close to Lightspeed. So they have pretty much the same role, same models. I think what's interesting is, obviously, by combining forces, we now have greater channel and combine greater channels. But primarily, the business is run where they do their own hunting and farming. But there are a lot of opportunities for channels at the same time. Great. And then finally, Dax, can you expand on the analytics technology that you're picking up and what they're doing around that? Yes. I think that that's a big competitive differentiator for Upserve, especially serving this up very up market restaurant customer. It's the analytics tools that really set this product apart. And I think that that's something that we want to bring to the Lightspeed platform, our converged hospitality platform and really be the go to for this segment of hospitality merchant. And your next question comes from Andrew Jeffrey, Chiu with Securities. Hi. Good afternoon. Looks like another really compelling deal. I appreciate you taking the question. Dax or JP, can you speak a little bit to the nature of the Upserve platform? These customers sound like they're larger and more sophisticated. Does it encompass the same level of self serve? And I'm thinking from a customer acquisition and customer support perspective, is this as much sort of plug and play as your existing offering? J. K. Yes. So as I said, they have very similar roles. So centralized sales force installation teams. I think what's very exciting to us is actually there's a lot of complementarity between what we're offering and they are. So I think here it's kind of the traditional view here. There's a lot of cross pollination we'll be doing and we're going to be completely standardizing the world. But I think the good news here is this is not Jupiter and Mars. We're on the same planet. We have the same methodologies, the same teams. And we in the same way, we rely on marketing to generate most of the traction and the leads, and then they get converted in a centralized sales force. So I think it's great. And I think for me, what's very exciting about this is when you combine our Lightspeed K Series with their analytics engine and their modules, you really have probably the best platform out there. And I think for us really what's essential at this stage is we got to get prepared for after COVID, where we've seen from our Australian businesses that once COVID leaves, there's a huge adoption of systems like ours. So for us, it's just consolidation to have an even stronger workforce, stronger sales force and a stronger product at the end of the day. Okay. I appreciate the point answer to your metaphor too. One of the questions, I think you just touched on it, but I wonder if you could encapsulate it even crystallize it even more. One of the questions I'm getting from investors, especially given, I think the increase in the market cap and the M and A and the transformation of the company is, there are a lot of players, Dax, you said in the space. How does Lightspeed really differentiate such that you can be an even much bigger or dominant company in your category? Is there 1 or 2 or 3 characteristics that you cite as being this is why lines do the wins versus the competitors in the marketplace? I'm thinking about the digital made of competitors rather. Yes. I think that we're designing and we're thinking and have thought for the last 15 years for the complex merchant. So I think that there's many digital players that are going after different parts of this massive SMB market, which is 48,000,000 of which we've identified 7,000,000 as the complex. So how we think about product, how we design, how we support the customers and also how we go to market for those customers, I think sets LightSpeed apart. And I think that the companies that we've brought under the LightSpeed umbrella, share that DNA, they are serving more complex merchants there. Their products are designed to serve that complexity. So I think that without going feature by feature, those are that's the overall theme and why what sets us apart from other players that maybe approaching that the other portion of that $48,000,000 or approaching or looking at e com, for example, or other segments. So, I think it's the size of merchant. And as you can see from Upserve, these merchants are doing 1,000,000 in JTV per year and have complex operations and they need an analytics engine like it's built into Upserv in order for them to properly invest correctly in the right elements of their business. So that's one example. Yes. I think maybe if I could just add, I think it's we're with acquisitions like Upserve, we're just broadening the gap between the rest of the market and Lightspeed in terms of functionality. And we talked about the analytics engine. As you become big and you need to have a ton of data to operate and generate profits. And here, I think, again, if you combine what Upserve has and with what Lightspeed has in terms of back office, I mean, you have a category leader. Very helpful. Thank you. And your next question comes from Josh Beck with KeyBanc. Thank you for taking the question. I just wanted to ask just on the M and A landscape. Obviously, this year has prevented lots of kinks and maybe opportunities. So just when you look at what you've accomplished this year on the M and A front, was it maybe a little bit larger magnitude? I know it's very tough to pencil these things out, but just given the state of the market, just curious on maybe where you are now versus how you were thinking about the acquisition strategy, say, 6 months ago? I'll maybe start on that one, Josh. We I think we talked about this with and just actually went back to my email on Upserve as well. I think our first conversations were early 2019 in both cases. So these are companies we've stayed close to. We've done to know each other as teams. And we've kind of watched each other execute and behave over the past better part of 2 years. So, I think in terms of building these relationships and knowing the industry and knowing what pieces come together to form strategy, that's something that has been long in the making and you should assume that there's conversations today that are happening that may form good candidates a year or 2 down the road as well. We've always felt that it was an important part of how to build the category leader here given the fragmentation in this space. So, yes, I mean these things don't come together overnight. And we've been pretty thoughtful about how we've done about it and which companies we feel have that cultural alignment back and forth that make these things a success after closing as well. Okay. That's very helpful. Thank you for the background there. This is also just a little bit higher level, but you're now at roughly 110,000 locations. Certainly, that was a good bit bigger than maybe people had modeled, again, probably 6 to 12 months ago. So just when you think about the strategy as we go into 2021 and then really beyond, do you feel like there's any motive to maybe shift the balance of just really going after new locations and new customers versus the other big growth factor of driving adoption and ARPU expansion with this larger base? Anything you can say strategically and how we should think about that through the next several years? Maybe I'll take this one. I think the growth factors haven't changed. So the first one is our belief is COVID is going to accelerate adoption of systems like ours. So obviously, by doing these types of acquisitions, we're expanding our brand, we're lowering our ARPU and we're positioning ourselves for, let's say, much higher growth once everything turns around because we'll have more eyeballs. And so I think that's the first step. We will continue to grow organically and we will continue to grow store count organically and we're actually trying to position ourselves in these more, let's say, choppy times to be sure when everything reignites, we're in the strongest position ever. I think the second driver is obviously going to be ARPU and we are going to expand ARPU because of all the modules we've developed because of payments. And so actually one helps the other because as we expand ARPU, it gives us more money to invest in go to market because our CAC to LTV remains strong. And that was actually one of the things we looked at with Upserve is we always drill down to the unit economic and are they building a really good business, yes or no. And that gives you the simple answer. But I think nothing changes. And then the 3rd piece of our when you think about our growth vectors, you can expect that we'll continue to consolidate the players that we like. And as we've always said, we know the players we want to join forces with. We know the ones we don't. And these are long term discussions. And you can expect, as Brandon was saying, but the people we're talking to today will probably pop out in a year and a year and a half from now because we really want to know the companies before we make these transactions. Really helpful. And maybe just one follow-up there on the unit economics. Anything you can share as you look at maybe the pro form a business and maybe how that's trended since your original IPO? Is it pretty similar? Or as you bring on certainly maybe some of these more complex merchants and you add modules, potentially that's something that could go higher again over a longer term period? So we've seen it since the I mean since the IPO and since the first IPO, we've seen ARPU going up. And really, it's the result of us having more modules to adoption of our modules within the base, but it's also very related to payments. So what we know is when a customer buys payments from Lightspeed, it doubles their ARPU. So I think what we've seen in terms of CAC to LTV, we've seen it go up, because more module adoptions and because deployment of live fleet payments. So here, again, when you think about these acquisitions, think about us deploying live fleet payments there and having and obviously growing the ARPU of those to customers as we deploy payments and think about like fee also continuing to deploy payments in all the regions and all the products. So I think you can expect our proof continues to go up for a number of reasons. Thank you and congrats on the second deal in 2 months. Very, very exciting. Thank you. Thanks, Josh. Your next question comes from Tien Tsin Huang with JPMorgan. Congrats as well. I know you guys are really busy on the deal front, is great, being optimistic here. I think on this one, just having some familiarity with the asset, I know they acquired Breadcrumb and combined it with slightly before they changed the name and everything else. So I'm just curious if there's a unique platform improvement opportunity here that might be a little bit different from some of the other assets that you've acquired. I'm just curious if there's going to be sort of a cost sort of challenge or opportunity with this asset, maybe that's different than some of the others. I totally get there's a revenue story here, but just trying to understand what the impact could be on investment and cost as you transition it? Well, I think I'll let JP or Dax talk to the product strategy and where it goes from there. From what I from my seat, Tien Tsin, it's a really well run business. I think they've done a wonderful job of growing that revenue per customer. And of course, that makes all the world of difference in this market, in this industry we're in. From an EBITDA perspective or an investment perspective. I think that's part of what some of the benefit of these combinations bring, not in that we're looking to go backwards or get smaller, but just how we can help each other. Right now, we're combining forces on the R and D side. We get them all aimed in the same direction and we get we've seen it happen with the acquisitions in the past year, the pace increases, the innovation increases, it's just something we expect to see happen with this one as well. As I noted earlier, I think we're really excited about the analytics piece of the technology stack here. But there's also ingredient management, workforce management, there's expertise and there's also technology that like other best of breed companies that we've brought together, they often have a specialty that they contribute to the greater platform and that is the case here also. And your next question I had a couple of questions, if I could. Firstly, if I've done my math right, the ARPU now stands at just under $500 a month. Could you just bridge us to where that's coming from? That obviously is much higher than the light speed is. Yes. I assume you mean up sort of on a standalone, Todd, when you're doing that calculation? Yes. That's right. Yes. I think it just comes back to they've been very specific and that's part of what we love about the team there, about the type of customer they go after. And as a result, that customer has the more software, 1st and foremost. We've talked a lot on this call about the advanced analytics capabilities. They do some wonderful things around how they help manage inventory and workforce as well for their customers and that all leads to higher software ARPU than just a standalone point of sale iPad on a counter type environment. And then they've also recognized the opportunity in payments. It's part of their heritage there, how they grew up as a business. And a significant majority of their customers have integrated software and payments. And given the transaction volumes they generate, despite we see opportunity to help on this front and get incremental more basis points for them, it's still a nice contributor to their overall revenue per customer just given the scale of the customer they serve. So Brandon, you're basically saying they were getting a reference fee on payments and you'll integrate Lightspeed and get the upsell on that as well as the other plans. Is that right? That's the plan, yes. Okay. The second question is around churn in the U. S. Market. Certainly in Toronto, we've seen some high profile large restaurant failures and this is in the high end of the market. Can you just talk to their experience of churn and how you're thinking about that sort of in the next quarter or 2 as restaurants still have some time to work out before they get the benefit of a vaccine, etcetera. Just talk a little bit about that experience, please? Thank you. We obviously looked at that pretty closely in diligence. And I think what we saw historically and what we saw through the COVID period as well is just a customer base that persevered. They've historically seen lower churn rates than maybe Lightspeed Core would have seen, just again, given the more upper end, more established customer base that they serve. And their customer base has fared reasonably well here through COVID. So we're looking forward to emerging from this crisis here together, understand this and this as we go and of course we'll be cautious as we go through that. But then I mean we're big believers that this is going to come back with a vengeance and there's just going to be a strong demand cycle that comes. We've seen it play out now in markets like Australia and we expect to just see this as we emerge from the crisis and think the combination of Upserve and Lightspeed puts us in a really good situation to capitalize on that demand and what is a very large market opportunity in the U. S. My last question has to do go ahead. Sorry, Jacob. No, no, sorry. It's just a comment, but I think when you think about it, it's been obviously, it's been a bit choppy for restaurants. So the GTV of the lobster has been a bit choppy, but that is to our advantage and that's why we've managed to make these transactions at a good value. And we all know that it's going to come back to normal after the pandemic, and that's where we're hoping that we're going to see an accelerator. My last question has to do with the collapse of the share structure. And I'm just wondering, was that a mechanical event because of the share issue? Or if not, just talk to the timing of why that's happening now? Thanks a lot. Yes, Todd. That was pure mechanical. It's just a threshold set in the at the time of our Toronto IPO. And we just tripped the threshold, so it was automatically converted. Great. Thanks a lot. And your next question comes from Paul Treiber with RBC Capital Markets. Thanks very much and good evening. Just in terms of can you elaborate on the integration plan and the scalability or the ease of integration in terms of how much time it may consume for management. It seems like you already have a lot going on with your organic growth and now 2 fairly large acquisitions. Typically, is it fairly a plug and play type of process or is it more involved than that? Maybe I'll start with as I said earlier on, we're not from different planets. So integrating our sales forces, integrating our go to market, integrating our support is going to be fairly easy given we're very similar companies and have the same job definitions and same roles. And so for us, it's just a matter of management tucking in the groups. Now just as a if you step back, we've done M and A since the early days of Lightspeed. We have a team completely dedicated to this. We've seen this company perform, so we know how to deal with them under Lightspeed. The management of Upserve is staying with Lightspeed and their leader, Charel, is taking a big role at Lightspeed. So I think it's very similar to all the other acquisitions we've done, and I think we know how to deal with them. So I don't see this being very different or more difficult than the others. And then related to that, when looking at it from a different perspective, from a market perspective, your scale continues to increase, your market presence increases. What is or do you see a change in your strategy, marketing strategy or product strategy to take advantage of the natural scale benefits that come? So I don't think there's that many changes. I think the big difference is obviously brand recognition leads organic traffic and lowers your cost of acquisition. So I think there we can expect a ton of synergies and we can expect cost of acquisition to remain at the levels it is, but we expect to have accelerated growth. So we're not too concerned. On the product front, every acquisition comes, as Dax was saying, with some piece of the software is amazing and other pieces not as great. And what we try and do is find the best of all the world and then combine forces to move forward with the best platform out there. So as you know, we have this project with our own internal migration to get to the U. S. And I think here this just accelerates the capabilities and brings us a lot of analytics, which probably wasn't the strongest of Lightspeed before Upserve. Okay. Thank you. And the next question comes from Richard Tissi, National Bank Financing. Can you hear me now? Yes. Yes. I just wonder if you could maybe walk us through a little bit on the economic advantage is moving them to your payments platform here, if you can offer some color on that. Without getting specific with you, Richard, let's if we go back to maybe when Lightspeed IPO, we were primarily under a model where we weren't under a full pay fac and we were earning somewhere around 25 basis points when we saw an opportunity to grow that by taking on more of the pricing, more of the overall equation without getting too specific on what we see at Upserve that's not too dissimilar from that. I think the biggest difference is given the scale some of our customers, we may not see quite the same end price merchant discount rates. But I think the combined GMV and what that affords us on the back end and working with our partners, we're going to realize more basis points for sure than where they're at today. Okay. And it sounds like there's a pretty significant edge they have on the analytics engine. I was wondering if you maybe go through kind of some examples of what that edge would be? Yeah. I think they can using customer data information that's collected in the POS, I think that they can show combined transactional sort of flows, all of the things that a high end restaurant would need to know how to better serve and tailor an experience to a particular And so it And so it's when you're at this level, you want to be able to track and invest in the right things and invest in the right shifts and so and the right menus. So this is all something that as you're scaled up in terms of an establishment, you want more visibility, more transparency and making the right choices makes all the difference to the success of the business. So is it fair to say that that is kind of where you kind of get that higher ARPU of $500 Exactly. I think you're seeing a customer that's been attracted to this platform. And as you see, it's a 1,000,000 GTV customer that wants that level of data analysis to be able to make those informed decisions. Okay, great. Thank you. And it's really about triangulating the kind of the customer credit card data with the consumption. So as an example, they can give you insights on items that sell best on the menu. There's a lot of stuff they can do that is really unique on the POS on the consumer behavior within the restaurants. Your next question comes from Suneet Sakhlour with 8 Capital. Good evening, guys, and congrats on the acquisition. My first question is on the Upstream's kind of portfolio of features and capabilities. Can you speak to the level of module adoption within their base? And what opportunities do you see aside from payments to cross some of the Lightspeed modules into their base? Yes, without a specific number on the module side, I think the vast majority of our customers come to them because of the advanced capabilities they offer and that shows up in the overall average revenue per customer that's been brought up on this call. But Dax or JP, do you want to talk about some of the light speed modules and how that may come to the combined customer here? Yes. And I think as we move people to a converged platform, they're going to over time benefit from all of the tools that are on the platform. We have, of course, tools like e comm for restaurants, we have contactless things, we have a depth of tools that we're bringing together. All of these platforms are built in cloud microservices. So we're able to sort of use that technology to really build the best of breed. And when customers are moved over to that platform over time, they'll benefit from all of the payments tools as well as all of the or the finance related tools as well as all of the restaurant management and omnichannel channels as well. Great. Thanks. That's helpful. You guys touched on a number of the similarities between the two companies respect to kind of the go to market model and so forth. What type of opportunities do you guys see for potential cost synergies going forward? For potential, I think I'll tell you JP, it was synergies. I think it's more about leverage and alignment. Like as we talk about, this is a fragmented space and by almost by definition that means you're spending the same marketing dollar, you're spending the same R and D dollar on roughly the same thing. And where we see opportunities with this as a company growing and wanting to build a category leader is not to reduce costs, but to align them and move more quickly combined. And that's certainly our attention here. Yes. And I think if you would I mean, the vast majority of the market is on legacy systems. We know that those legacy systems are not going to survive COVID and we know there's going to be a replacement market. Market. So for us, it's really around gearing in the right direction, getting everybody to just go faster. So I think any kind of synergies we'll find will be reinjected because we want to be the go to brand. And I think until now, we had a very strong retail business in the U. S. And now with this acquisition, it repositions us as a very strong contender to take the U. S. Market for restaurants. Great. Thank you, guys. Stacy, I think we have time for one more question. The last question comes from Gavin Fairweather with Cormark. Just on the U. S. Space, I guess, as you try to go up market, you talk about how complexity kind of increases. I guess, are you finding those deals less competitive? I mean, U. S. Resto is kind of the epic center of competition, but do you find in the niche that Upserve goes after the number of vendors that can address these merchants decline? Yes, absolutely. So I think if you look at the niche we're in, the majority of the market are legacy systems because they have all of the, let's say, throughout the years, they've developed the complexity. Then when you start looking at, okay, who are the new players, the cloud based players who can support this, I mean, it's it greatly narrows the list of competitors. There are a lot of cloud based, it's called hospitality POSs that are really focusing on quick serve and fast casual. But as you get into the more complex, then the number of vendors drastically reduces. And I think here that the uniqueness about Upserve and especially if you combine an Upserve at the light speed, is they have an incredible analytics platform and we have an incredible point of sale platform. So I think by combining those 2, we'll get to the market with a real category leader. And how does this profile compare to kind of gastropics and accounts? Is part of the rationale in the field to go further upmarket internationally as well? The profile is very close to Gastrofix. So Gastrofix in Germany have been serving kind of the more higher end. So I think it goes in line completely with this. I mean, our strategy is not to go and try and be a me too in the simple fast and the quick serve. We really want to own the complex and we've done that at Lightspeed since day 1. And I think in that context, up serve is very much in line with where we want to be the category leader. Okay. With that, we'll end the call. We will be around tonight if anybody has any further questions. So thanks for joining us and we'll say good night. Thanks everyone. Thanks everyone. Thanks everyone. Thanks for joining today's conference call. You may now