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Initial Public Offering
This presentation is dated February 22, 2019. An amended and restated preliminary base PREP prospectus dated February 21, 2019 (the “preliminary prospectus”) containingimportant information relating to the securities described in this presentation has been filed with the securities regulatory authorities in each of the provinces and territories ofCanada. A copy of the preliminary prospectus, and any amendment, is required to be delivered with this presentation. The preliminary prospectus is still subject to completion. Therewill not be any sale or any acceptance of an offer to buy the securities until a receipt for the final base PREP prospectus has been issued. This presentation does not provide full,true and plain disclosure of all material facts relating to the securities offered. Investors should read the preliminary prospectus, the final base PREP prospectus, the supplementedPREP prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
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Disclaimer
GeneralCapitalized terms used herein that are not otherwise defined have the meanings ascribed to such terms in the preliminary prospectus. This presentation is qualified in its entirety by reference to, and must be read in conjunction with, the informationcontained in the preliminary prospectus. Prospective investors should rely only on the information contained in the preliminary prospectus. Lightspeed POS Inc. (the “Company”, “Lightspeed”, “us” or “we”) and the Underwriters have not authorized anyoneto provide investors with additional or different information. Any graphs, tables or other information demonstrating our historical performance or that of any other entity contained in the preliminary prospectus or this presentation are intended only toillustrate past performance and are not necessarily indicative of our or such entities’ future performance. The information contained in this presentation is accurate only as of the date of this presentation or the date indicated, regardless of the time ofdelivery of the preliminary prospectus or of any sale of the Offered Shares. No securities regulatory authority has expressed an opinion about the securities described herein and it is an offence to claim otherwise.The preliminary prospectus constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The Offered Shares have not been and will not beregistered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and are being offered and sold in the United States exclusively to qualified institutional buyers, as defined in Rule 144A underthe U.S. Securities Act. Each offeree in the United States is hereby notified that the offer and sale of Offered Shares to it is being made in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144Athereunder. See “Plan of Distribution” in the preliminary prospectus.All references in this presentation to dollars, “$” or “US$” are to United States dollars, and all references to Canadian dollars and “C$” are to Canadian dollars.Cautionary Note Regarding Forward-Looking InformationThis presentation contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information may relate to our future financial outlookand anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, plans and objectives. Particularly, information regarding ourexpectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-lookingterminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”,“believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions,projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates andprojections regarding future events or circumstances. This forward-looking information and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, currentconditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be noassurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions in respect of our ability to build our market share and enter new markets and industry verticals; our ability to retain key personnel; our abilityto maintain and expand geographic scope; our ability to execute on our expansion plans; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; currency exchangeand interest rates; the impact of competition; the changes and trends in our industry or the global economy; and the changes in laws, rules, regulations, and global standards are material factors made in preparing forward-looking information andmanagement’s expectations.Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such statements are made, are subject to known and unknown risks, uncertainties,assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the risk factorsdescribed in detail under “Risk Factors” in the preliminary prospectus. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future eventsmight vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in “Risk Factors” of the preliminary prospectus should be considered carefully byprospective investors. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that wepresently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actualresults and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-lookinginformation contained in this presentation represents our expectations as of the date of this presentation (or as the date they are otherwise stated to be made), and are subject to change after such date. However, we disclaim any intention or obligation orundertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.All of the forward-looking information contained in this presentation is expressly qualified by the foregoing cautionary statements.Industry MetricsThis presentation makes reference to “Average Revenue Per User” or “ARPU”, “Customer Locations”, “Gross Transaction Volume” or “GTV”, and “Net Dollar Retention Rate”, which are operating metrics used in our industry. See “Appendix A” of thispresentation for the definition of each such industry metric and see “Non-IFRS Measures and Industry Metrics” in the preliminary prospectus.
StrongLeadership
• Founded Lightspeed in 2005• 20+ years of entrepreneurship
Dax Dasilva – CEO
JP Chauvet – President
• Joined Lightspeed in 2012 and served as Chief Revenue Officer before becoming President in 2016
• Formerly CEO of EMEA, Atex Group
Brandon Nussey – CFO
• Joined Lightspeed in 2018• Previously served as CFO of D2L and Descartes Systems Group
JP ChauvetPresident Dax Dasilva
Founder & CEO
Brandon NusseyChief Financial Officer
3
LightspeedMission
Bringing cities and communities to life
by powering SMBs
4
5 Leading cloud-based omni-channel commerce platform for SMBs
47,000 +Customer Locations
~100Countries
48% GTV CAGR
$72mmLTM Revenue 36%
Revenue CAGR
~90%Recurring Software and
Payments Revenue (LTM)
$13+ billionGross Transaction Volume (“GTV”)
$500,000+ GTVper Customer
Lightspeed Payments
Lightspeed at-a-glance
1. GTV does not represent revenue earned by us2. CAGR between Fiscal 2016 and LTM 20183. As at December 31, 2018
(2)
(2)
(3)
(3)
(1)
6
SMB industry trend: Changing consumer expectations
Omni-channel
Personalized
Simple
Modern
Consumers expect SMBs
to deliver
SMBs increasingly need technology to compete in a changing environment
Location 1
7 Comprehensive solutions not previously available for SMBs
The problem facing SMBs: Multiple point solutions to be stitched together
Inventory Management AccountingEmployee
ManagementFloor and Table
ManagementProduct and Menu
ManagementComplex
WorkflowsReporting and
AnalyticsReal-Time Dashboard
Omni-Channel Discounts, Price Rules and Gift Cards
Order Management LoyaltyPOS Customer
Management Payments Integrated Payment Gateways
Location 2 Location 3 Location 4
8 From multiple problems to one Lightspeed solution
Lightspeed solution
Lightspeed’s cloud-based
platform is the hub
of end-to-end commerce
capabilities for retailers and
restaurants
LightspeedLoyalty
Payments
CustomerManagement
Product and Menu Management
Inventory Management
EmployeeManagement
Reporting andLightspeed Analytics
ComplexWorkflows
LightspeedAccounting
POS
Discounts, Price Rules and Gift Cards Omni-Channel
Engagement
Back-e
nd
Front-end
Payments
9 Massive addressable markets are driving growth in POS and payments
Massive total addressable market
47 million(1)
Retail + Restaurants
$113 billion(2)
TAM
226million(1)
SMBs
$542billion(2)
in TAM
1. Source: AMI Partners defines SMBs as businesses employing 1 to 499 employees in the following industry sectors: Retail, Restaurant, Agriculture/Mining, Banking/Financial, Construction, Healthcare, Hospitality, Information & Media, Insurance, Life Sciences, Other Services, Pharmaceuticals, Process Manufacturing, Discrete Manufacturing, Professional Services, Real Estate, Telecommunications, Transportation, Utilities, and Wholesale.
2. Based on our monthly average revenue per user (“ARPU”) of approximately $200 in December 2018
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Competitive position
In accordance with Section 13.7(4) of National Instrument 41-101 – General Prospectus Requirements, all of the information relating to Lightspeed POS Inc.’s comparables and any disclosure relating to the comparables, which is contained in the presentation to be provided to potential investors, has been removed from this template version for purposes of its filing on the System for Electronic Document Analysis and Retrieval (SEDAR).
Highly efficient and scalable process optimized for complex SMBs
Marketing
SDR
First sale
Onboarding and training
CGS
Add-on sale
LAND EXPAND
Simplified pricing,local currencies andcontract flexibility
Creating upsell demand
Add-ons(eg: Analytics, eCommerce, Accounting)
Structured customer qualification
process
Targeted acquisition and growth strategy
Getting customers transactional and ensuring optimal product usage
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Highly efficient go to market process
Past
Referral to LegacyPayments Processors
Launched 2019
Lightspeed PaymentsRollout
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Lightspeed payments opportunity
Indicative $100 Sale by Customer that adopts Lightspeed Payments
0.25% 2.60%Share
Gross Revenue
$0.25$2.60
Net Margin $0.65
$0.25
Solutions that provide tangible results
13
1. For clients signed between January 1, 2016 to June 30, 2017, our average customer increased its GTV by more than 20% between the third month and the fifteenth month of subscribing to our commerce-enabling SaaS platform
Comprehensive Solution
> 20% GTV growth in first full year on platform
Simplified Experience
Enabler of Growth
Scalable Platform
(1)
One integrated solution for inventory, sales and reporting
Leveraging customized reports to support actionable insights
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Challenge:Build a multi-channel enterprise
encompassing retail boutiques, and cafés, and a fully-integrated
eCommerce presence
Solution:Single omni-channel cloud-based
commerce platform running across multiple locations
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Challenge:Replace legacy systems, consolidate
data across multiple locations, and simplify complex operations
Solution:Easy to use tablet based
solution with comprehensive insights and analytics
• Accessible customer profiles• Manage inventory across stores for better
product availability• Improved customer interactions
Challenge: Centralize franchise management
and seamlessly add locations
Solution:Lightspeed’s highly scalable platform facilitates multi-location management
and centralized inventory
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• Franchisees can open a location in days• Management can manage hundreds of
inventory changes per month• Has grown from 12 stores to 85
Financial Overview
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Business model characteristics
Features Benefits
~90%Recurring Software
and Payments Revenue (LTM 2018)
1 year +Average contract
Positive Net DollarRetention Rates
Subscription Revenue Transaction Payments
New customers Add-ons
19 Significant growth in Customer Locations and GTV per location driving GTV growth
Diverse, high-quality, growing customer base
~27,500
~35,000
~41,000
47,000+
Fiscal 2016 Fisca l 2017 Fisca l 2018 LTM 2018
Total Customer Locations(Average customer GTV $500k +)
PPoossiittiivvee NNeett DDoollllaarr RReetteennttiioonn RRaattee
NNoo ssiinnggllee ccuussttoommeerr >>11%%
ooff rreevveennuuee
3355%% ooff rreevveennuuee oouuttssiiddee ooff
NNoorrtthh AAmmeerriiccaa$4.6
$7.1
$10.6
$13.6
Fiscal 2016 Fisca l 2017 Fisca l 2018 LTM 2018
GTV*(in $bn)
48% CAGR
~~$$220000 mmoonntthhllyy AARRPPUU wwiitthh
ccoonnssiisstteenntt ggrroowwtthh
21% CAGR
* GTV does not represent revenue generated by us. See Appendix A.
20 Meaningful historical growth in product adoption with significant space to support ARPU expansion
Customers are increasingly purchasing multiple modules
1% 2% 3% 5%1%3%
5%6%
4%
12%
18%20%
Fiscal 2016 Fisca l 2017 Fisca l 2018 LTM 2018
2 Modules
3 Modules
4 Modules
eCommerce Launch
Analytics Launch
31% of our customers were purchasing more than one module
21 Significant gross profit expansion driven by strong revenue growth and increase in gross margin
Financial highlights
$30.7
$42.6
$57.1
$71.9
Fiscal 2016 Fisca l 2017 Fisca l 2018 LTM 2018
Revenue(in $mm)
36% CAGR
(in $mm)
$18.3
$27.6
$39.6
$50.4
Fiscal 2016 Fisca l 2017 Fisca l 2018 LTM 2018
Gross Profit and Gross Margin
45% CAGR
59%65%
69%70%
22
Business model with leverage
163%145%
108%99%
Fiscal 2016 Fisca l 2017 Fisca l 2018 LTM 2018
Operating Expenses as a % of Revenue
($14.9)
($10.9)($10.0)
($8.2)
Fisca l 2016 Fisca l 2017 Fisca l 2018 LTM 2018
Operating Cash Flow(in $mm)
• Large, underserved market• Geographic or vertical growth
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Lightspeed growth strategies
Expand Customer Base
• Additional solutions for upsell and new data driven solutions
Expand Solutions
• Monetize greater portion of customer GTV leading to ARPU growth
Accelerate Payments Growth
Organic Growth
M&A Driven(Proven Acquirer)
Strong, diverse board
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Rob Williams*• More than 20 years of e-commerce and retail experience
in both high-end specialty and big box• Former GM Global Vendor Management at Amazon• International consultant on Disruptive Innovation and
e-commerce
JP Chauvet, President• Joined Lightspeed in 2012; served as Chief Revenue Officer
until becoming President in 2016• Formerly CEO of Atex Group, EMEA and VP of Sales &
Marketing at NStein Technologies• Sits on Board of Coveo Solutions since 2016
Dax Dasilva, CEO• Founded Lightspeed in 2005• 20+ years of software development and design experience• Founded Never Apart, a Montreal-based cultural non-profit
organization• Won 2018 Technology Leader Award
Marie-Josée Lamothe*• President and Founder of Tandem International, a privately
owned advisory firm, specialized in omni-channel retailing and branding
• Former CMO at L'Oreal Canada• Former Managing Director at Google
Paul McFeeters*• Over 30 years of C-level business experience• Director of Constellation Software• CFO of Open Text from 2006 to 2014
Patrick Pichette,* Chair• General Partner at iNovia Capital since April 2018• Has nearly 20 years of experience in financial operations
and management• Former CFO of Google and Bell Canada
* = Independent Director
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Investment highlights
Leading omni-channel commerce-enabling SaaS platform for SMBs, with significant growth profile and scalability
Large total addressable market
Attractive and loyal customer base built through focus on single and multi-location retailers and restaurants
Business at key inflection point with recent launch of Lightspeed Payments
Multiple levers available to continue growth trajectory
Founder-led management with significant ownership position
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Comparables Analysis
In accordance with Section 13.7(4) of National Instrument 41-101 – General Prospectus Requirements, all of the information relating to Lightspeed POS Inc.’s comparables and any disclosure relating to the comparables, which is contained in the presentation to be provided to potential investors, has been removed from this template version for purposes of its filing on the System for Electronic Document Analysis and Retrieval (SEDAR).
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Summary Terms of Offering
Issuer Lightspeed POS Inc.
Offering Subordinate Voting Shares (100% Treasury)
Issue Price C$13.00 – C$15.00 per Subordinate Voting Share
Amount Approximately C$200 million (plus 15% over-allotment option)
Use of Proceeds Strengthen financial position to enable the Company to pursue its growth strategies, including expanding its customer base, accelerating the rollout of Lightspeed Payments, growth of existing customers, expanding solution offering, and selectively pursue acquisitions
Lock-Up Arrangements
Certain shareholders including the Principal Shareholders subject to 18 month lock-up (1/3 coming off every 6 months)Company plus directors, executives, and other shareholders subject to 6-month lock-upHolders of approximately 97.5% of the Company's issued and outstanding shares on a non-diluted basis immediately prior to the completion of the Offering will be subject to these lock-up agreements
Listing Applied to list all Subordinate Voting Shares on the TSX under the symbol LSPD
Eligibility for Investment Eligible for RRSPs, RRIFs, RDSPs, DPSPs, RESPs, and TFSAs
Joint Bookrunners BMO Capital Markets, National Bank Financial and J.P. Morgan
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Pro Forma Capitalization
1. The amount included in the table includes the estimated net proceeds of the Offering after deducting the estimated expenses of the Offering and assuming no exercise of the Over-Allotment Option. The amount does not reflect the use of proceeds set out under “Use of Proceeds” in the preliminary prospectus.
2. Redeemable Preferred Shares, which are retractable at the option of the holder on demand, are classified as financial liabilities on the consolidated statements of financial position. At Closing, the Company will no longer have any Redeemable Preferred Shares outstanding. See “Description of Share Capital – Pre-Closing Capital Changes” in the preliminary prospectus.
3. As at December 31, 2018, the Company’s authorized share capital was comprised of (i) an unlimited number of common shares, (ii) 6,059,570 class B preferred shares, (iii) 23,005,000 class C preferred shares, (iv) 47,682,547 class D preferred shares and (v) 89,008,928 class E preferred shares, in each case without nominal or par value. As at December 31, 2018, (i) 120,557,004 common shares, (ii) 5,269,070 class B preferred shares, (iii) 7,591,000 class C preferred shares, (iv) 46,655,795 class D preferred shares and (v) 89,008,928 class E preferred Shares were issued and outstanding. As a result of the Pre-Closing Capital Changes, the Company’s authorized share capital immediately prior to the Closing will consist of (i) an unlimited number of Subordinate Voting Shares, (ii) an unlimited number of Multiple Voting Shares and (iii) an unlimited number of preferred shares, issuable in series. Immediately prior to the Closing, all of the issued and outstanding Redeemable Preferred Shares will be converted into common equity on a one-for-one basis in accordance with their terms, and all of the issued and outstanding shares will be consolidated on a 4-to-1 basis, the whole as described under “Description of Share Capital” in the preliminary prospectus. Immediately following Closing and assuming no exercise of the Over-Allotment Option, 16,052,445 Multiple Voting Shares, ! Subordinate Voting Shares and no preferred shares will be issued and outstanding.
4. The amount included in the table includes additional share capital raised by the Company through the Offering estimated to amount to $ ! million, excluding any proceeds from the Over-Allotment Option and the estimated expenses of the Offering. The amounts included in the table also do not include any Subordinate Voting Shares issuable upon the exercise of options under the Omnibus Incentive Plan and the Legacy Option Plans or upon the exercise of warrants.
As at December 31, 2018
ActualAfter giving effect to the Pre-Closing
Capital Changes and the Offering
(in thousands of US$)
Cash and cash equivalents $14,872 $ 154,496(1)
DebtLong-term debt — —Total debt — —Redeemable preferred shares 309,968 —(2)
EquityShare capital(3) 16,700 !(4)
Additional paid-in capital 3,673 3,673 Accumulated deficit (363,872) (363,872) Total equity (deficit) (343,499) !
Total Capitalization ($33,531) !
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Appendix A – Industry Metrics
Industry Metrics“Average Revenue Per User” or “ARPU” represents the total software and payments revenue of the Company in the period divided by the number of unique customersof the Company in the period.“Customer Location” means a billing customer location for which the term of services have not ended, or with which we are negotiating a renewal contract. A singleunique customer can have multiple Customer Locations including physical and eCommerce sites.“Gross Transaction Volume” or “GTV” represents the total dollar value of transactions processed through our cloud-based SaaS platform in the period, net of refunds,inclusive of shipping and handling, duty and value-added taxes. GTV does not represent revenue earned by us.“Net Dollar Retention Rate” is calculated as of the end of each month by considering the cohort of customers on our commerce platform as of the beginning of themonth and dividing our subscription and payments revenue attributable to this cohort in the then-current month by total subscription and payments revenue attributable tothis cohort in the immediately preceding month.
Dates of Presented MetricsUnless otherwise indicated, financial metrics contained in this presentation are for LTM 2018, being the twelve months ended December 31, 2018.