Lightspeed Commerce Inc 6-K, filed Nov 5, 2026
Lightspeed Commerce Inc. (LSPD)
6-K
2026-11-05
For: 2026-11-05
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November 05, 2026
About this 6-K
Lightspeed Commerce Inc filed this 6-K on November 5, 2026.
Lightspeed Commerce Inc. reported second-quarter revenue of $323.8 million, up 15% organically, gross profit of $142.8 million and Adjusted EBITDA of $22.7 million, alongside a net loss of ($4.2) million. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
| For the month of | November | 2026 | ||||||||||||
| Commission File Number | 001-39498 | |||||||||||||
| LIGHTSPEED COMMERCE INC. | ||
| (Translation of registrant's name into English) | ||
700 Saint-Antoine Street East, Suite 300 Montréal, Québec, Canada H2Y 1A6 | ||
| (Address of principal executive offices) | ||
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F | Form 40-F | ☒ | |||||||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
DOCUMENTS INCLUDED AS PART OF THIS REPORT
| Exhibit | |||||
Lightspeed Announces Second Quarter 2027 Financial Results | |||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Lightspeed Commerce Inc. | ||||||||||||||
| (Registrant) | ||||||||||||||
| November 5, 2026 | By: | /s/ Dan Micak | ||||||||||||
| Name: | Dan Micak | |||||||||||||
| Title: | Chief Legal Officer | |||||||||||||
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Lightspeed Announces Second Quarter 2027 Financial Results
Second quarter revenue of $323.8 million and organic1 revenue growth of 15% year-over-year
Gross profit of $142.8 million and organic1 gross profit growth of 11% year-over-year
GPV as a percentage of GTV of 45% in the quarter
Across retail in North America and hospitality in Europe:
Revenue grew 17% year-over-year, GTV grew 14% year-over-year and GPV as a percentage of GTV reached 50%
Lightspeed reports in US dollars and in accordance with IFRS Accounting Standards.
MONTREAL, November 5, 2026, /PRNewswire/ - Lightspeed Commerce Inc. (NYSE: LSPD) | (TSX: LSPD) ("Lightspeed" or the "Company"), the unified omnichannel platform powering ambitious retail, golf, and hospitality businesses in over 100 countries, today announced financial results for the three and six months ended September 30, 2026.
MONTREAL, November 5, 2026, /PRNewswire/ - Lightspeed Commerce Inc. (NYSE: LSPD) | (TSX: LSPD) ("Lightspeed" or the "Company"), the unified omnichannel platform powering ambitious retail, golf, and hospitality businesses in over 100 countries, today announced financial results for the three and six months ended September 30, 2026.
"Lightspeed's advanced POS, payments and AI-driven insights helped complex, multi-location retailers and restaurateurs grow in the quarter," said Dax Dasilva, Founder and CEO. "These merchants use our platform longer and benefit most from our advanced feature sets. This is reflected in our strong Q2 results, with software revenue and GTV each growing 14% year-over-year across our growth engines."
"Our Q2 results reflect strong momentum in our growth engines and operating leverage across our business. We saw 17% revenue growth in retail in North America and hospitality in Europe, while overall software gross margin improved to 84%," said Asha Bakshani, CFO. "We remain focused on scaling these high-growth markets and translating that growth into sustained profitability and cash generation."
Second Quarter Financial Highlights
(All comparisons are relative to the three-month period ended September 30, 2025 unless otherwise stated.)
The divestiture of Upserve on April 28, 2026 affects year-over-year comparability. The as-reported prior-year period reflects the contribution of Upserve, as it included a full three months of Upserve, whereas the as-reported current period excludes Upserve entirely. For this reason, organic growth rates are provided to facilitate greater comparability year-over-year.
•Total revenue of $323.8 million, representing organic1 growth of 15% year-over-year, and growth of 2% year-over-year as reported.
•Transaction-based revenue of $213.9 million, representing organic1 growth of 17% year-over-year, and a decrease of 1% year-over-year as reported.
•Subscription revenue of $97.8 million, representing organic1 growth of 9% year-over-year, and growth of 5% year-over-year as reported.
•Net loss of ($4.2) million, or ($0.03) per share, as compared to a net loss of ($32.7) million, or ($0.24) per share. After adjusting for certain items, such as share-based compensation, the Company delivered Adjusted Income2 of $22.6 million, or $0.17 per share2 as compared to Adjusted Income2 of $22.2 million, or $0.16 per share2.
•Adjusted EBITDA2 of $22.7 million up from Adjusted EBITDA2 of $21.3 million.
•Cash flows used in operating activities of ($7.5) million as compared to cash flows from operating activities of $25.5 million, and Adjusted Free Cash Flow2 of $4.0 million as compared to Adjusted Free Cash Flow2 of $18.0 million.
1 Revenue organic or organic revenue, and gross profit organic or organic gross profit represent, in a given period, the Company's revenue and gross profit, adjusted so that where a divestiture occurs partway through the subsequent period, the divested business's contributions are included in the given period only to the extent of the same days in respect of which they are included in the subsequent period. The Upserve revenue from April 28, 2025 to March 31, 2026 includes approximately $14 million of transaction-based revenue for Fiscal 2026 related to payments solutions associated with Customer Locations that continue to be serviced by Lightspeed but following the divestiture of Upserve, is recognized on a net basis rather than a gross basis. This reclassification, which is reflected in the Upserve revenue figures used to calculate organic revenue growth, reduces reported revenue and cost of revenue by the same amount, with no impact on gross profit. The Company is providing these figures in order to provide greater comparability year-over-year taking into account the divestiture of Upserve.
2 Non-IFRS measure or ratio. See the section entitled "Non-IFRS Measures and Ratios" and the reconciliation to the most directly comparable IFRS measure or ratio.
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The year-over-year decline in cash flows from operating activities was primarily a result of the Company growing its outstanding merchant cash advances by $26.0 million in the quarter, helping drive 42% organic1 growth in high-margin Lightspeed Capital revenue, or 23% as reported.
•As at September 30, 2026, Lightspeed had $342.9 million in cash and cash equivalents.
Second Quarter Operational Highlights
•Lightspeed announced several key product releases during the quarter, including:
◦AI Doc Import, which automatically converts supplier documents—including order confirmations, packing slips and invoices—into purchase orders, streamlining inventory receiving and helping retailers get products onto the shop floor faster.
◦The Meta Conversions API, allowing retail merchants to connect their stores directly to Meta so they can measure how digital advertising influences in-store purchases and better understand their return on ad spend.
◦Omni Customer Accounts, which gives shoppers the ability to create an account, view purchase history and loyalty information online, helping brick-and-mortar retailers strengthen customer relationships.
◦Deepening our Lightspeed Retail integration with ShipStation so retailers can access shipping infrastructure without adding disconnected systems or manual workflows, allowing merchants to turn out-of-stock moments into sales by shipping items directly to customers.
◦New AI capabilities in Lightspeed Restaurant, enabling hospitality merchants to turn AI-generated charts into live dashboard tiles and self-updating reports, helping operators keep important business answers visible and current.
◦Lightspeed Reservations support for Reserve with Google, allowing guests to discover availability and book directly from Google Search and Maps, designed to help restaurants capture more demand and create a smoother path from search to reservation.
◦New hospitality Customer Display hardware, designed to increase transaction speed and improve order accuracy at high-volume restaurants with an 8-inch customer-facing display with integrated payments.
◦Integrated Scan to Pay enhancements so guests can scan a QR code on their receipt to view their bill, split payment, add a tip and pay directly from their phone.
•New agentic capabilities within Lightspeed AI: Subsequent to the quarter, for Lightspeed Retail, the Company launched new agentic capabilities that move beyond insights to taking action on behalf of our retailers. Retailers can utilize Lightspeed AI to ask questions, receive recommendations, and prepare tasks all within their existing workflows and with full visibility and approval before any action is taken.
•For the quarter, Lightspeed's growth engines of retail in North America and hospitality in Europe continued their impressive performance with total revenue growing 17% year-over-year, subscription revenue increasing 14% year-over-year, GTV3 up 14% year-over-year, and GPV3 as a percentage of GTV at 50% up from 46% last year. The Company continued to move upmarket, pursuing larger customers that generally buy more software over time, churn less and generate higher payments volumes. Customer Locations3 within these growth engines increased by approximately 800 in the quarter, and were up 8% year-over-year to approximately 99,000. Lightspeed ended the quarter with total Customer Locations of approximately 146,000.
•Total ARPU3 was ~$688, compared to ~$685 in the same quarter last year, representing organic4 ARPU growth of 12% year-over-year and ARPU in line with last year as reported. The organic4 ARPU growth was driven by expanding
3 Key Performance Indicator. See the section entitled "Key Performance Indicators".
4 ARPU organic or organic ARPU represents, in a given period, the Company's ARPU, adjusted so that where a divestiture occurs partway through the subsequent period, the divested business's subscription revenue and transaction-based revenue are included in the given period only to the extent of the same days in respect of which they are included in the subsequent period, and the divested business's Customer Locations are included in the average number of Customer Locations only for the same days in respect of which its revenue is included. The Company is providing these figures in order to provide greater comparability year-over-year taking into account the divestiture of Upserve.
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adoption of our payments offering, greater adoption of innovative new software modules and signing more high-GTV customers. Organic4 subscription ARPU growth was 7% year-over-year and subscription ARPU growth year-over-year was 5% as reported.
•Total GTV was $25.8 billion, up from $25.3 billion in the same quarter last year, representing organic5 GTV growth of 8% year-over-year and growth of 2% year-over-year as reported, with a growing portion processed through the Company's payments solutions. GPV increased to $11.6 billion from $10.8 billion in the same quarter last year, representing organic5 GPV growth of 19% year-over-year and growth of 7% year-over-year as reported. GPV as a percentage of GTV was 45% in the quarter up from 40% a year ago on an organic5 basis, or 43% as reported.
•Gross profit in the quarter was $142.8 million, representing organic1 gross profit growth of 11% year-over-year and growth of 6% year-over-year as reported. Overall gross margin was 44%, compared to 46% on an organic1 basis in the same quarter last year, or 42% as reported. Subscription gross margin grew to 84% in the quarter from 82% in the same quarter last year on both an as reported and an organic1 basis. Transaction-based gross margin of 32% was flat on an organic1 basis in the same quarter last year, and up from 30% as reported.
•Lightspeed Capital showed strong growth with revenue of $15.0 million in the quarter, representing organic1 growth of 42%, or 23% as reported.
•Notable customer wins in North America include:
◦Great Canadian Dollar Store, with 73 locations signed across Canada, which chose Lightspeed for its advanced inventory management capabilities.
◦The International Spy Museum in Washington, D.C. with over 700,000 annual visitors.
◦Selected as the official Retail Point-of-Sale Technology Partner of the Hockey Hall of Fame.
◦And Spyder Surf with three locations across California selling premium surf and snowboard equipment in the state.
◦Within NuORDER by Lightspeed, we added the well-known sock, apparel and footwear brand Bombas as well as Eberjey and Natori.
•Among hospitality customers in Europe, we welcomed:
◦The McManus Pub Company with several pubs across the UK.
◦The Hotel Le Place d’Armes in Luxembourg, with four restaurants located within the luxury hotel.
◦Domaine and Demeure with luxury chateaus and restaurants across Southern France.
◦And finally, The Indie Group with bars and restaurants across Paris, Saint-Tropez, Courchevel and other locations across France.
•In August, Lightspeed announced the appointment of Rupal Hollenbeck to its Board of Directors effective October 1, 2026. Ms. Hollenbeck is a technology industry leader with 30 years of experience across hardware, software, and services. She currently serves as the President and Chief Business Officer of NextSilicon, a leader in next-generation computing solutions for AI and high-performance computing. Previously, Ms. Hollenbeck served as President and Chief Commercial Officer of Check Point Software Technologies, and as Chief Marketing Officer at both Cerebras Systems and Oracle. She currently serves on the Board of Directors of Cequence Security, a privately-owned enterprise software security company.
•After the end of the quarter, the Company undertook further reorganization and cost reduction initiatives as part of its planned three-year transformation. These decisions support Lightspeed’s long-term objective of growing responsibly and profitably so the Company can continue to invest in its business, products and customers.
5 GTV organic or organic GTV and GPV organic or organic GPV represent, in a given period, the Company's GTV and GPV, adjusted so that where a divestiture occurs partway through the subsequent period, the divested business's contributions are included in the given period only to the extent of the same days in respect of which they are included in the subsequent period. The Company is providing these figures in order to provide greater comparability year-over-year taking into account the divestiture of Upserve.
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Financial Outlook6
The following outlook supersedes all prior statements made by the Company and is based on current expectations. Lightspeed remains confident that the actions the Company is taking to grow quality Customer Locations and revenues while finding significant operating efficiencies position it to meet its Adjusted Free Cash Flow2 target of $95 million for Fiscal 2028. For the full year Fiscal 2027, Lightspeed expects Adjusted Free Cash Flow2 to show significant growth over the $18.2 million in Fiscal 2026.
The Company's first-half performance supports its confidence in the year and the Company is maintaining its existing outlook which remains consistent with the Company's three-year targets for gross profit, Adjusted EBITDA2 and Adjusted Free Cash Flow2.
For Fiscal 2027, Lightspeed's outlook includes organic revenue growth and organic gross profit growth, each of which excludes the revenue and gross profit contribution from Upserve for the period from April 28, 2025 to March 31, 2026. The table below outlines this impact for the second and third quarters of Fiscal 2026 and for the full year Fiscal 20261:
| (expressed in millions of US dollars) | FY26 Q2 | FY26 Q3 | Fiscal 2026 | |||||||||||
| $ | $ | $ | ||||||||||||
| Revenue | 319 | 312 | 1,227 | |||||||||||
| Gross profit | 135 | 134 | 527 | |||||||||||
| Upserve revenue from April 28, 2025 to March 31, 2026 | 38 | 33 | 129 | |||||||||||
| Upserve gross profit from April 28, 2025 to March 31, 2026 | 7 | 7 | 24 | |||||||||||
Revenue organic1 | 281 | 279 | 1,098 | |||||||||||
Gross profit organic1 | 128 | 127 | 503 | |||||||||||
Third Quarter Fiscal 2027 Outlook:
•Revenue of $310 million to $320 million representing organic1 revenue growth of 11% to 15%.
•Gross profit of $141 million to $146 million representing organic1 gross profit growth of 11% to 15%.
•Adjusted EBITDA2 of $25 million to $30 million.
Fiscal 2027 Outlook:
•Revenue of $1,225 million to $1,265 million representing organic1 revenue growth of 12% to 15%.
•Gross profit of $565 million to $585 million representing organic1 gross profit growth of 12% to 16%.
•Adjusted EBITDA2 of $75 million to $95 million.
Conference Call and Webcast Information
Lightspeed will host a conference call and webcast to discuss the Company's financial results at 8:00 a.m. ET on Thursday, November 5, 2026. To access the telephonic version of the conference call, visit https://registrations.events/direct/Q4I74316VIPGod2AMfyfdFJyi. After registering, instructions will be shared on how to join the call including dial-in information as well as a unique passcode and registrant ID. At the time of the call, registered participants will dial in using the numbers from the confirmation email, and upon entering their unique passcode and ID, will be entered directly into the conference. Alternatively, the webcast will be available live in the Events section of the Company's Investor Relations website, https://investors.lightspeedhq.com/English/events-and-presentations/upcoming-events/.
6 The financial outlook is fully qualified and based on a number of assumptions and subject to a number of risks described under the headings "Forward-Looking Statements", "Financial Outlook Assumptions" and "Long-Term Financial Outlook" of this press release.
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Among other things, Lightspeed will discuss quarterly results, financial outlook and trends in its customer base on the conference call and webcast, and related materials will be made available on the Company's website at https://investors.lightspeedhq.com. Investors should carefully review the factors, assumptions and uncertainties included in such related materials.
An audio replay of the call will also be available to investors beginning at approximately 11:00 a.m. Eastern Time on November 5, 2026 until 11:59 p.m. Eastern Time on November 12, 2026, by dialing 800.770.2030 for the U.S. or Canada, or 647.362.9199 for international callers and providing conference ID 74316. In addition, an archived webcast will be available on the Investors section of the Company’s website at https://investors.lightspeedhq.com.
Lightspeed's unaudited condensed interim consolidated financial statements and management's discussion and analysis for the three and six months ended September 30, 2026 are available on Lightspeed's website at https://investors.lightspeedhq.com and will be filed on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov.
Financial Outlook Assumptions
When calculating the Adjusted EBITDA included in our financial outlook for the quarter ending December 31, 2026 and Adjusted EBITDA and Adjusted Free Cash Flow included in our financial outlook for the full year ending March 31, 2027, we considered IFRS measures including revenues, direct cost of revenues, operating expenses and cash flows from (used in) operating activities. Our financial outlook is based on a number of assumptions, including assumptions related to inflation, tariffs, changes in interest rates, consumer spending, foreign exchange rates and other macroeconomic conditions; that the jurisdictions in which Lightspeed has significant operations do not impose strict measures like those put in place in response to pandemics like the COVID-19 pandemic or other health crises; requests for subscription pauses and churn rates owing to business failures remain in line with planned levels; our Customer Location count growing in line with our planned levels (particularly in higher GTV cohorts and among retail customers in North America and hospitality customers in Europe); new Customer Location additions continuing to trend toward more complex, higher GTV customers; sales cycles for new customers, including more complex, multi-location customers, being in line with our expectations; quarterly subscription revenue growth in line with our expectations; revenue streams resulting from certain partner referrals remaining in line with our expectations (particularly in light of our decision to unify our POS and payments solutions, which payments solutions have in the past and may in the future, in some instances, be perceived by certain referral partners to be competing with their own solutions); our ability to expand and deepen our partner ecosystem, including through integrations, monetization of platform connectivity and co-selling arrangements, and the continued participation and performance of our partners; customers adopting our payments solutions having an average GTV at our planned levels; continued uptake of our payments solutions in line with our expectations in connection with our ongoing efforts to sell our POS and payments solutions as one unified platform; our ability to price our payments solutions in line with our expectations and to achieve suitable margins and to execute on more optimized pricing structures; our pricing and packaging initiatives and resulting impacts on our year-over-year growth rates; continued uptake of our merchant cash advance solutions in line with our expectations; our ability to manage default risks of our merchant cash advances in line with our expectations; seasonal trends being in line with our expectations and the resulting impact on our GTV, GPV and subscription, transaction-based, and hardware and other revenues; our capital expenditures and capitalized internal development costs remaining in line with our expectations; hardware and freight costs, and our ability to manage hardware margins, being in line with our expectations including hardware margins improving in the second half of the fiscal year; the timing of customer collections, supplier and other payments and inventory purchases being in line with our expectations; cash income taxes being in line with our expectations; continued success in module adoption expansion throughout our customer base; our ability to selectively pursue strategic opportunities (such as acquisitions, investments or divestitures) and derive the benefits we expect from the acquisitions we have completed including expected synergies resulting from the prioritization of our flagship Lightspeed Retail and Lightspeed Restaurant offerings; our ability to derive the benefits from past and future divestitures, including the divestiture of the Upserve U.S. hospitality product line, and to receive the post-closing and potential earn out payments from such sale; market acceptance and adoption of our flagship offerings; our ability to effectively leverage emerging technologies, including artificial intelligence, in our solutions and operations; our ability to attract and retain key personnel required to achieve our plans, including outbound and field sales
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personnel in our key markets; our ability to improve the effectiveness and productivity of our sales force; our ability to execute our succession planning; our expectations regarding the costs, timing and impact of our reorganizations and other cost reduction initiatives; our expectations regarding our growth strategy focused on retail customers in North America and hospitality customers in Europe and our strategies for customers in other geographies and verticals; our ability to manage customer churn; and our ability to manage customer discount requests. Our financial outlook does not give effect to the potential impact of acquisitions, divestitures or other strategic transactions that may be announced or closed after the date hereof. Our financial outlook, including the various underlying assumptions, constitutes forward-looking information and should be read in conjunction with the cautionary statement on forward-looking information below. Many factors may cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by such forward-looking information, including the risks and uncertainties related to: macroeconomic factors affecting small and medium-sized businesses, including inflation, tariffs, changes in interest rates and consumer spending trends; instability in the banking sector; exchange rate fluctuations and the use of hedging; any pandemic or global health crisis; the Russian invasion of Ukraine and reactions thereto; continuing military conflict in the Middle East and reactions thereto; the impact and uncertainty of foreign policy shifts in the U.S., Canada and Europe (including the impacts of tariffs, sanctions, trade wars, or other trade conditions or protective government actions); certain natural disasters; our inability to attract and retain customers, including among high GTV customers and among retail customers in North America and hospitality customers in Europe; our ability to continue shifting new Customer Location additions toward more complex, higher GTV customers, and longer or less predictable sales cycles for such customers; our inability to increase customer sales; our inability to implement our growth strategy; our inability to continue to increase adoption of our payments solutions, including our initiative to sell our POS and payments solutions as one unified platform, and to successfully cross-sell and up-sell our broader suite of solutions; our ability to successfully execute our pricing and packaging initiatives; risks relating to our merchant cash advance program; our ability to continue offering merchant cash advances and scaling our merchant cash advance program in line with our expectations; our reliance on a small number of cloud service suppliers and suppliers for parts of the technology in our payments solutions; our ability to manage and maintain integrations between our platform and certain third-party platforms; our ability to maintain sufficient levels of hardware inventory; supply chain risks and our ability to manage shortages including for our hardware; global disruptions in shipping and energy costs; our inability to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform; our ability to prevent and manage information security breaches or other cyber-security threats; our ability to compete against competitors; strategic relations with third parties; our ability to execute on our partner ecosystem initiatives and the continued participation and performance of our partners; our reliance on integration of third-party payment processing solutions; compatibility of our solutions with third-party applications and systems; changes to technologies on which our platform is reliant; our ability to effectively incorporate artificial intelligence solutions into our business and operations; our inability to control the availability or pricing of software, infrastructure or hardware required to provide artificial intelligence solutions; our ability to obtain, maintain and protect our intellectual property; risks relating to international operations, sales and use of our platform in various countries; our liquidity and capital resources; pending and threatened litigation and regulatory compliance; any external stakeholder activism; changes in tax laws and their application; our ability to expand our sales, marketing and support capability and capacity; our ability to execute on our reorganizations and cost reduction initiatives; our ability to execute on our growth strategy focused on retail customers in North America and hospitality customers in Europe and our strategies for customers in other geographies and verticals; our ability to successfully make future investments in our business through capital expenditures; our ability to successfully execute our capital allocation strategies; our ability to execute on our business and operational strategy; maintaining our customer service levels and reputation; our ability to effectively control and manage our working capital; and cash inflows and outflows being in line with our expectations. The purpose of the forward-looking information is to provide the reader with a description of management’s expectations regarding our financial performance and may not be appropriate for other purposes.
Long-Term Financial Outlook
Our long-term financial outlook constitutes financial outlook and forward-looking information within the meaning of applicable securities laws. The purpose of communicating long-term targets is to provide a description of management’s expectations
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regarding our intended operating model, financial performance and growth prospects at a further stage of business maturity. Such information may not be appropriate for other purposes.
A number of assumptions were made by the Company in preparing our long-term targets, including:
•Our expectations regarding our growth strategy for retail customers in North America and hospitality customers in Europe and our strategies for customers in other geographies and verticals.
•Economic conditions in our core geographies and verticals, including inflation, consumer confidence, disposable income, consumer spending, foreign exchange rates, employment and other macroeconomic conditions, remaining at close to current levels.
•Jurisdictions in which Lightspeed has significant operations do not impose strict measures like those put in place in response to pandemics like the COVID-19 pandemic.
•Customer adoption of our payments solutions in line with expectations, with new customers having an average GTV at or above planned levels.
•Our ability to price our payments solutions in line with our expectations and to achieve suitable margins and to execute on more optimized pricing structures.
•Continued uptake of our payments solutions in line with our expectations in connection with our ongoing efforts to sell our POS and payments solutions as one unified platform.
•Revenue streams resulting from certain partner referrals remaining in line with our expectations (particularly in light of our decision to unify our POS and payments solutions, which payments solutions have in the past and may in the future, in some instances, be perceived by certain referral partners to be competing with their own solutions).
•Our ability to expand and deepen our partner ecosystem, including through integrations, monetization of platform connectivity and co-selling arrangements, and the continued participation and performance of our partners.
•Our ability to manage default risks of our merchant cash advances in line with our expectations.
•Long-term growth in ARPU, including growth in subscription ARPU, in line with expectations, driven by Customer Location expansion in our growth engines, customer adoption of additional solutions and modules and the introduction of new solutions, modules and functionalities.
•Our ability to achieve higher close rates and better unit economics with customers in our growth engines.
•Our ability to sharpen our ideal customer profile targeting, with new Customer Location additions continuing to trend toward more complex, higher GTV customers, and execute value-based selling of our unified software and payments offering.
•Our reallocation of investment over time towards our growth engines - retail customers in North America and hospitality customers in Europe.
•Our ability to price solutions and modules in line with our expectations.
•Our ability to recognize synergies and reinvest those synergies in core areas of the business as we prioritize our flagship Lightspeed Retail and Lightspeed Restaurant offerings.
•Our ability to invest in our outbound and field sales motions in our growth engines.
•Our ability to improve the effectiveness and productivity of our sales force, including through investments in modernizing go-to-market systems, training and enablement.
•Our ability to attract and retain customers and grow subscription ARPU in our addressable markets.
•The size of our addressable markets for our growth engines - retail customers in North America and hospitality customers in Europe - being in line with our expectations.
•Customer Location growth of ~10-15% (three-year Compound Annual Growth Rate ("CAGR") between Fiscal 2025 and Fiscal 2028) in our two growth engines - retail customers in North America and hospitality customers in Europe.
•Our ability to selectively pursue strategic opportunities (such as acquisitions, investments or divestitures) and derive the benefits we expect from the acquisitions we have completed including expected synergies resulting from the prioritization of our flagship Lightspeed Retail and Lightspeed Restaurant offerings.
•Market acceptance and adoption of our flagship offerings.
•Our ability to expand our wholesale capabilities across new and existing verticals, including through product development and external partnerships.
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•Our ability to effectively leverage emerging technologies, including artificial intelligence, in our solutions and operations.
•Our ability to increase our operating efficiencies by consolidating infrastructure and hosting contracts with certain providers and consolidating certain service centers into lower cost geographies.
•Our ability to attract, develop and retain key personnel and our ability to execute our succession planning.
•Our expectations regarding the costs, timing and impact of our reorganizations and other cost reduction initiatives.
•The ability to effectively develop and expand our labour force, including our sales, marketing, support and product and technology operations, in each case both domestically and internationally, but particularly in our growth engines.
•Our ability to manage customer churn.
•Our ability to manage requests for subscription pauses, customer discounts and payment deferral requests.
•The timing of customer collections, supplier and other payments, and inventory purchases being in line with our expectations.
•Assumptions as to foreign exchange rates and interest rates, including inflation.
•Cash income taxes being in line with our expectations.
•Our capital expenditures and capitalized internal development costs remaining in line with our expectations.
•Share-based compensation declining as a percentage of revenue over time.
•Gross margin being within a range of ~43-46% over time.
•Hardware and freight costs, and our ability to manage hardware margins, being in line with our expectations.
•Adjusted EBITDA2 growing to ~20% of gross profit2 by Fiscal 2028.
•Seasonal trends of our key verticals being in line with our expectations and the resulting impact on our GTV, GPV and transaction-based revenues.
•Our ability to derive the benefits from past and future divestitures, including the divestiture of the Upserve U.S. hospitality product line, and to receive the post-closing and potential earn out payments from such sale.
Our financial outlook does not give effect to the potential impact of acquisitions, divestitures or other strategic transactions that may be announced or closed after the date hereof. Many factors may cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by such targets, including risk factors identified in our most recent Management's Discussion and Analysis of Financial Condition and Results of Operations and under “Risk Factors” in our most recent Annual Information Form. In particular, our long-term targets are subject to risks and uncertainties related to:
•Our ability to execute on our growth strategy focused on retail customers in North America and hospitality customers in Europe and our strategies for customers in other geographies and verticals.
•The Russian invasion of Ukraine and reactions thereto.
•Continuing military conflict in the Middle East and reactions thereto.
•The impact and uncertainty of foreign policy shifts in the U.S., Canada and Europe (including the impacts of tariffs, sanctions, trade wars, or other trade conditions or protective government actions).
•Supply chain risk and the impact of shortages in the supply chain on us and our merchants.
•Macroeconomic factors affecting small and medium-sized businesses, including inflation, changes in interest rates and consumer spending trends.
•Instability in the banking sector.
•Any pandemic or global health crisis or certain natural disasters.
•Our ability to manage the impact of foreign currency fluctuations on our revenues and results of operations, including the use of hedging.
•Our ability to implement our growth strategy and the impact of competition.
•Our inability to attract and retain customers, including among high GTV customers or customers in our growth engines.
•Our inability to increase customer sales.
•Our ability to successfully execute our pricing and packaging initiatives.
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•The substantial investments and expenditures required in the foreseeable future to expand our business.
•Our liquidity and capital resources, including our ability to secure debt or equity financing on satisfactory terms.
•Our ability to increase scale and operating leverage.
•Our inability to continue to increase adoption of our payments solutions, including our initiative to sell our POS and payments solutions as one unified platform.
•Risks relating to our merchant cash advance program.
•Our ability to continue offering merchant cash advances and scaling our merchant cash advance program in line with our expectations.
•Our ability to further monetize our Lightspeed Wholesale offering.
•Our reliance on a small number of cloud service providers and suppliers for parts of the technology in our payments solutions.
•Our ability to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform.
•Our ability to prevent and manage information security breaches or other cyber-security threats.
•Our ability to compete and satisfactorily price our solutions in a highly fragmented and competitive market.
•Strategic relations with third parties, including our reliance on integration of third-party payment processing solutions.
•Our ability to execute on our partner ecosystem initiatives and the continued participation and performance of our partners.
•Our ability to maintain sufficient levels of hardware inventory including any impacts resulting from tariffs, sanctions, trade wars or supply chain disruptions.
•Global disruptions in shipping and energy costs.
•Our ability to manage and maintain integrations between our platform and certain third-party platforms.
•Compatibility of our solutions with third-party applications and systems.
•Changes to technologies on which our platform is reliant.
•Our ability to effectively incorporate artificial intelligence solutions into our business and operations.
•Our ability to control the availability or pricing of software, infrastructure or hardware required to provide artificial intelligence solutions.
•Our ability to obtain, maintain and protect our intellectual property.
•Risks relating to our international operations, sales and use of our platform in various countries.
•Seasonality in our business and in the business of our customers.
•Pending and threatened litigation and regulatory compliance.
•Any external stakeholder activism.
•Changes in tax laws and their application.
•Our ability to expand our sales capability and maintain our customer service levels and reputation.
•Our ability to execute on our reorganizations and cost reduction initiatives.
•Our ability to successfully make future investments in our business through capital expenditures.
•Our ability to successfully execute our capital allocation strategies, including our share repurchase initiatives.
•Gross profit, operating expenses and cash flows from (used in) operating activities being measures determined in accordance with IFRS Accounting Standards, and the fact that such measures may be affected by unusual, extraordinary, or non-recurring items, or by items which do not otherwise reflect operating performance or which hinder period-to-period comparisons.
•Any potential acquisitions, divestitures or other strategic opportunities, some of which may be material in size or result in significant integration difficulties or expenditures, or otherwise impact our ability to achieve our long-term targets on our intended timeline or at all.
See also the section entitled “Forward-Looking Statements” in this press release.
9
About Lightspeed
Lightspeed is the POS and payments platform powering businesses at the heart of communities in over 100 countries. As the partner of choice for ambitious retail and hospitality entrepreneurs, Lightspeed helps businesses accelerate growth, deliver exceptional customer experiences, and run smarter across all channels and locations.
With fast, flexible omnichannel technology, Lightspeed brings together point of sale, eCommerce, embedded payments, inventory, reporting, staff and supplier management, financial services, and an exclusive wholesale retail network. Backed by insights, and expert support, Lightspeed helps businesses run more efficiently and focus on what they do best.
Founded in Montréal, Canada in 2005, Lightspeed is dual-listed on the New York Stock Exchange and Toronto Stock Exchange (NYSE: LSPD) (TSX: LSPD), with teams across North America, Europe, and Asia Pacific.
For more information, please visit: www.lightspeedhq.com
On social media: LinkedIn, Facebook, Instagram, YouTube, and X
Non-IFRS Measures and Ratios
The information presented herein includes certain non-IFRS financial measures such as "Adjusted EBITDA", "Adjusted Income", "Adjusted Free Cash Flow", "Non-IFRS gross profit", "Non-IFRS general and administrative expenses", "Non-IFRS research and development expenses", "Non-IFRS sales and marketing expenses", and "Total Revenue at Constant Currency" and certain non-IFRS ratios such as "Adjusted EBITDA as a percentage of gross profit", "Adjusted Income per Share - Basic and Diluted", "Non-IFRS gross profit as a percentage of revenue", "Non-IFRS general and administrative expenses as a percentage of revenue", "Non-IFRS research and development expenses as a percentage of revenue", "Non-IFRS sales and marketing expenses as a percentage of revenue", and "Total Revenue Growth Rate at Constant Currency". These measures and ratios are not recognized measures and ratios under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures and ratios presented by other companies. Rather, these measures and ratios are provided as additional information to complement those IFRS measures and ratios by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures and ratios should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. These non-IFRS measures and ratios are used to provide investors with supplemental measures and ratios of our operating performance and liquidity and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures and ratios. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures and ratios in the evaluation of issuers. Our management also uses non-IFRS measures and ratios in order to facilitate operating performance comparisons from period to period, to prepare operating budgets and forecasts and to determine components of management compensation. The comparability of these non-IFRS measures and ratios is affected by the divestiture of Upserve on April 28, 2026, as the three and six months ended September 30, 2025 reflect Upserve for the entire periods, whereas the three months ended September 30, 2026 exclude Upserve entirely, and the six months ended September 30, 2026 reflect Upserve only up to the divestiture date.
"Adjusted EBITDA" is defined as net loss excluding interest, taxes, depreciation and amortization, or EBITDA, as adjusted for share-based compensation and related payroll taxes, compensation expenses relating to acquisitions completed, foreign exchange gains and losses, transaction-related costs, restructuring, litigation provisions, goodwill impairment, and gains and losses on the sale of businesses. We believe that Adjusted EBITDA provides a useful supplemental measure of the Company’s operating performance, as it helps illustrate underlying trends in our business that could otherwise be masked by the effect of the income or expenses that are not indicative of the core operating performance of our business.
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"Adjusted EBITDA as a percentage of gross profit" is calculated by dividing our Adjusted EBITDA by our gross profit. We use this ratio as we believe that it provides a useful supplemental indicator of the Company’s operating performance, as it helps illustrate underlying trends in our business that could otherwise be masked by the effect of the income or expenses that are not indicative of the core operating performance of our business.
"Adjusted Income" is defined as net loss excluding amortization of intangibles, as adjusted for share-based compensation and related payroll taxes, compensation expenses relating to acquisitions completed, transaction-related costs, restructuring, litigation provisions, deferred income tax expense (recovery), goodwill impairment, and gains and losses on the sale of businesses. We use this measure as we believe excluding amortization of intangibles and certain other non-cash or non-operational expenditures provides a helpful supplementary indicator of our business performance as it allows for more accurate comparability across periods.
"Adjusted Income per Share - Basic and Diluted" is defined as Adjusted Income divided by the weighted average number of Common Shares outstanding - basic and diluted. We use Adjusted Income per Share - Basic and Diluted to provide a helpful supplemental indicator of the performance of our business on a per share (basic and diluted) basis.
"Adjusted Free Cash Flow" is defined as cash flows from (used in) operating activities as adjusted for the payment of amounts related to capitalized internal development costs, the payment of amounts related to acquiring property and equipment and certain cash inflows and outflows associated with merchant cash advances. We use this measure as we believe including or excluding certain inflows and outflows provides a helpful supplemental indicator to investors of the Company's ability to generate cash flows.
"Non-IFRS gross profit" is defined as gross profit as adjusted for share-based compensation and related payroll taxes. We use this measure as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our business performance in regard to the Company's performance and profitability.
"Non-IFRS gross profit as a percentage of revenue" is calculated by dividing our Non-IFRS gross profit by our total revenue. We use this ratio as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our business performance in regard to the Company's performance and profitability.
"Non-IFRS general and administrative expenses" is defined as general and administrative expenses as adjusted for share-based compensation and related payroll taxes, transaction-related costs and litigation provisions. We use this measure as we believe excluding certain charges provides a helpful supplemental indicator to investors on our operating expenditures.
"Non-IFRS general and administrative expenses as a percentage of revenue" is calculated by dividing our Non-IFRS general and administrative expenses by our total revenue. We use this ratio as we believe excluding certain charges provides a helpful supplemental indicator to investors on our operating expenditures.
"Non-IFRS research and development expenses" is defined as research and development expenses as adjusted for share-based compensation and related payroll taxes. We use this measure as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our operating expenditures.
"Non-IFRS research and development expenses as a percentage of revenue" is calculated by dividing our Non-IFRS research and development expenses by our total revenue. We use this ratio as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our operating expenditures.
11
"Non-IFRS sales and marketing expenses" is defined as sales and marketing expenses as adjusted for share-based compensation and related payroll taxes. We use this measure as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our operating expenditures.
"Non-IFRS sales and marketing expenses as a percentage of revenue" is calculated by dividing our Non-IFRS sales and marketing expenses by our total revenue. We use this ratio as we believe excluding share-based compensation and related payroll taxes provides a helpful supplemental indicator to investors on our operating expenditures.
"Total Revenue at Constant Currency" is defined as total revenue adjusted for the impact of foreign currency exchange fluctuations. We believe this measure provides a helpful supplemental indicator on comparable total revenue growth by removing the effect of changes in foreign currency exchange rates year-over-year to aid investors to better understand our performance.
"Total Revenue Growth Rate at Constant Currency" is defined as the year-over-year change in Total Revenue at Constant Currency divided by reported total revenue in the prior period. We believe this ratio provides a helpful supplemental indicator on comparable total revenue growth by removing the effect of changes in foreign currency exchange rates year-over-year to aid investors to better understand our performance.
See the financial tables below for a reconciliation of the non-IFRS measures and ratios to the most directly comparable IFRS measures and ratios.
Key Performance Indicators
We monitor the following key performance indicators to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. These key performance indicators are also used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures and ratios. We also believe that securities analysts, investors and other interested parties frequently use industry metrics in the evaluation of issuers. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other companies. The divestiture of Upserve on April 28, 2026, affects the year-over-year comparability of these key performance indicators, as the three and six months ended September 30, 2025 include Upserve for the entire periods, whereas the three months ended September 30, 2026 exclude Upserve entirely, and the six months ended September 30, 2026 include Upserve only up to the divestiture date.
Average Revenue Per User. "Average Revenue Per User" or "ARPU" represents the total subscription revenue and transaction-based revenue of the Company in the period divided by the number of Customer Locations of the Company in the period. Subscription revenue and transaction-based revenue attributable to standalone eCommerce sites are excluded from ARPU. We use this measure as we believe it provides a helpful supplemental indicator of our progress in growing the revenue that we derive from our customer base. For greater clarity, the number of Customer Locations of the Company in the period is calculated by taking the average number of Customer Locations throughout the period.
Customer Locations. "Customer Location" means a billing merchant location for which the term of services has not ended, or in respect of which we are negotiating a renewal contract, and, in the case of NuORDER, a brand with a direct or indirect paid subscription for which the term of services has not ended or in respect of which we are negotiating a subscription renewal. A single unique customer can only have multiple Customer Locations if it has multiple physical sites and in the case of NuORDER, multiple subscriptions. We use this measure as we believe that our ability to increase the number of Customer Locations with a high GTV per year and the number of retail Customer Locations in North America and hospitality Customer Locations in Europe served by our platform is an indicator of our success in terms of market penetration and growth of our business.
12
Gross Payment Volume. "Gross Payment Volume" or "GPV" means the total dollar value of transactions processed, excluding amounts processed through the NuORDER solution, in the period through our payments solutions in respect of which we act as the principal in the arrangement with the customer, net of refunds, inclusive of shipping and handling, duty and value-added taxes. We use this measure as we believe that growth in our GPV demonstrates the extent to which we have scaled our payments solutions. As the number of Customer Locations using our payments solutions grows, particularly those with a high GTV, we will generate more GPV and see higher transaction-based revenue. We have excluded amounts processed through the NuORDER solution from our GPV because they represent business-to-business volume rather than business-to-consumer volume and we do not currently have a robust payments solution for business-to-business volume. Some of our brands can accept certain payments from retailers in certain of our geographies, and we may in the future include such volume in GPV once we have further developed our payments solution for business-to-business volume.
Gross Transaction Volume. "Gross Transaction Volume" or "GTV" means the total dollar value of transactions processed through our cloud-based software-as-a-service platform, excluding amounts processed through the NuORDER solution, in the period, net of refunds, inclusive of shipping and handling, duty and value-added taxes. We use this measure as we believe GTV is an indicator of the success of our customers and the strength of our platform. GTV does not represent revenue earned by us. We have excluded amounts processed through the NuORDER solution from our GTV because they represent business-to-business volume rather than business-to-consumer volume and we do not currently have a robust payments solution for business-to-business volume. Some of our brands can accept certain payments from retailers in certain of our geographies, and we may in the future include such volume in GTV once we have further developed our payments solution for business-to-business volume.
Forward-Looking Statements
This news release 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 financial outlook (including revenue, gross profit, Adjusted EBITDA and Adjusted Free Cash Flow), and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend and capital allocation policy (including share repurchase initiatives), plans and objectives. Particularly, information regarding: our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate; macroeconomic conditions such as inflationary pressures, interest rates, the international trade environment and related restrictions or disputes, and global economic uncertainty; our expectations regarding the costs, timing and impact of reorganizations and cost reduction initiatives and personnel changes; our expectations regarding our growth strategy focused on retail customers in North America and hospitality customers in Europe and our strategies for customers in other geographies and verticals; our expectations regarding our partner ecosystem and related programs; geopolitical instability, terrorism, war and other global conflicts such as the Russian invasion of Ukraine and continuing military conflict in the Middle East; and expectations regarding industry and consumer spending trends, our growth rates, the achievement of advances in and expansion of our platform, our focus on complex customers, our revenue and the revenue generation potential of our payment-related and other solutions, the development of emerging technologies, including artificial intelligence, and applications of these technologies to our business and operations, the impact of our decision to sell our POS and payments solutions as one unified platform, our pricing and packaging initiatives, our gross margins and future profitability, acquisition, investment or divestiture outcomes and synergies, our expectations to derive the benefits from past and future divestitures, including the divestiture of the Upserve U.S. hospitality product line, and to receive the post-closing and potential earn out payments from such sale, the impact of any further goodwill impairments, the impact of pending and threatened litigation, the impact of and costs associated with any external stakeholder activism, the impact of foreign currency fluctuations and the use of hedging on our results of operations, our business plans and strategies and our competitive position in our industry, is forward-looking information.
13
In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “suggests”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates” or “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”, the negative of these terms and similar terminology. 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 and projections regarding future events or circumstances.
Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as of the date of such forward-looking information. Forward-looking information is 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 the risk factors identified in our most recent Management’s Discussion and Analysis of Financial Condition and Results of Operations, under “Risk Factors” in our most recent Annual Information Form, and in our other filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, all of which are available under our profiles on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov.
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 we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. You should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents our expectations as of the date hereof (or as of the date they are otherwise stated to be made), and are subject to change after such date. However, we disclaim any intention or obligation or undertaking 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 news release is expressly qualified by the foregoing cautionary statements.
Contacts:
Asha Hotchandani Bakshani
Chief Financial Officer
Gus Papageorgiou
Head of Investor Relations
Asha Hotchandani Bakshani
Chief Financial Officer
Gus Papageorgiou
Head of Investor Relations
investorrelations@lightspeedhq.com
SOURCE Lightspeed Commerce Inc.
SOURCE Lightspeed Commerce Inc.
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Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (expressed in thousands of US dollars, except number of shares and per share amounts, unaudited) | |||||||||||||||||
| Three months ended September 30, | Six months ended September 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||
| Subscription | 97,763 | 93,543 | 193,135 | 184,405 | |||||||||||||
| Transaction-based | 213,865 | 215,766 | 428,390 | 420,325 | |||||||||||||
| Hardware and other | 12,161 | 9,654 | 24,968 | 19,175 | |||||||||||||
| Total revenues | 323,789 | 318,963 | 646,493 | 623,905 | |||||||||||||
| Direct cost of revenues | |||||||||||||||||
| Subscription | 15,490 | 17,100 | 31,360 | 34,443 | |||||||||||||
| Transaction-based | 146,158 | 151,534 | 292,132 | 296,237 | |||||||||||||
| Hardware and other | 19,387 | 15,166 | 41,688 | 28,989 | |||||||||||||
Total direct cost of revenues | 181,035 | 183,800 | 365,180 | 359,669 | |||||||||||||
| Gross profit | 142,754 | 135,163 | 281,313 | 264,236 | |||||||||||||
| Operating expenses | |||||||||||||||||
| General and administrative | 31,858 | 29,100 | 61,342 | 63,813 | |||||||||||||
| Research and development | 29,893 | 32,694 | 61,749 | 65,119 | |||||||||||||
| Sales and marketing | 73,256 | 70,342 | 145,594 | 138,222 | |||||||||||||
| Depreciation of property and equipment | 1,804 | 1,697 | 3,529 | 3,332 | |||||||||||||
| Depreciation of right-of-use assets | 1,316 | 1,292 | 2,577 | 2,480 | |||||||||||||
| Foreign exchange loss (gain) | 550 | 235 | 796 | (2,528) | |||||||||||||
| Acquisition-related compensation | 104 | 157 | 261 | 314 | |||||||||||||
| Amortization of intangible assets | 8,290 | 34,681 | 13,726 | 69,362 | |||||||||||||
| Restructuring | 3,479 | 1,622 | 7,167 | 2,832 | |||||||||||||
| Gain on sale of business | — | — | (2,091) | — | |||||||||||||
| Total operating expenses | 150,550 | 171,820 | 294,650 | 342,946 | |||||||||||||
| Operating loss | (7,796) | (36,657) | (13,337) | (78,710) | |||||||||||||
| Net interest income (expense) | 4,557 | 5,219 | 9,497 | (990) | |||||||||||||
| Loss before income taxes | (3,239) | (31,438) | (3,840) | (79,700) | |||||||||||||
| Income tax expense (recovery) | |||||||||||||||||
| Current | 994 | 1,116 | 2,814 | 2,807 | |||||||||||||
| Deferred | — | 146 | — | (240) | |||||||||||||
| Total income tax expense | 994 | 1,262 | 2,814 | 2,567 | |||||||||||||
| Net loss | (4,233) | (32,700) | (6,654) | (82,267) | |||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||
| Items that may be reclassified to net loss | |||||||||||||||||
| Foreign currency differences on translation of foreign operations | 168 | 576 | (197) | 7,978 | |||||||||||||
| Change in net unrealized gain (loss) on cash flow hedging instruments, net of tax | 552 | (734) | (999) | 2,397 | |||||||||||||
| Total other comprehensive income (loss) | 720 | (158) | (1,196) | 10,375 | |||||||||||||
| Total comprehensive loss | (3,513) | (32,858) | (7,850) | (71,892) | |||||||||||||
| Net loss per share – basic and diluted | (0.03) | (0.24) | (0.05) | (0.59) | |||||||||||||
| Weighted average number of Common Shares outstanding – basic and diluted | 131,698,153 | 137,730,160 | 134,934,370 | 139,265,640 | |||||||||||||
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Condensed Interim Consolidated Balance Sheets (expressed in thousands of US dollars, unaudited) | ||||||||
| As at | ||||||||
| September 30, 2026 | March 31, 2026 | |||||||
| Assets | $ | $ | ||||||
| Current assets | ||||||||
| Cash and cash equivalents | 342,866 | 453,906 | ||||||
| Trade and other receivables | 65,003 | 47,601 | ||||||
| Merchant cash advances | 142,516 | 118,442 | ||||||
| Inventories | 21,500 | 15,886 | ||||||
| Other current assets | 67,423 | 70,580 | ||||||
| Total current assets | 639,308 | 706,415 | ||||||
| Lease right-of-use assets, net | 17,394 | 16,719 | ||||||
| Property and equipment, net | 17,249 | 17,003 | ||||||
| Intangible assets, net | 91,901 | 73,580 | ||||||
| Goodwill | 769,094 | 805,051 | ||||||
| Other long-term assets | 44,927 | 38,210 | ||||||
| Deferred tax assets | 8,263 | 8,244 | ||||||
| Total assets | 1,588,136 | 1,665,222 | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | 85,729 | 80,592 | ||||||
| Lease liabilities | 5,745 | 5,255 | ||||||
| Income taxes payable | 765 | 787 | ||||||
| Deferred revenue | 77,875 | 78,475 | ||||||
| Total current liabilities | 170,114 | 165,109 | ||||||
| Deferred revenue | 716 | 661 | ||||||
| Lease liabilities | 15,257 | 14,910 | ||||||
| Other long-term liabilities | 1,534 | 1,390 | ||||||
| Total liabilities | 187,621 | 182,070 | ||||||
| Shareholders’ equity | ||||||||
| Share capital | 3,676,999 | 3,919,425 | ||||||
| Additional paid-in capital | 213,301 | 208,201 | ||||||
| Accumulated other comprehensive income | 683 | 1,879 | ||||||
| Accumulated deficit | (2,490,468) | (2,646,353) | ||||||
| Total shareholders’ equity | 1,400,515 | 1,483,152 | ||||||
| Total liabilities and shareholders’ equity | 1,588,136 | 1,665,222 | ||||||
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Condensed Interim Consolidated Statements of Cash Flows (expressed in thousands of US dollars, unaudited) | ||||||||
| Six months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from (used in) operating activities | $ | $ | ||||||
| Net loss | (6,654) | (82,267) | ||||||
| Items not affecting cash and cash equivalents | ||||||||
| Amortization of intangible assets | 13,726 | 69,362 | ||||||
| Depreciation of property and equipment and lease right-of-use assets | 6,106 | 5,812 | ||||||
| Deferred income tax recovery | — | (240) | ||||||
| Share-based compensation expense | 26,158 | 29,870 | ||||||
| Unrealized foreign exchange gain | (263) | (681) | ||||||
| Gain on sale of business | (2,091) | — | ||||||
| (Increase)/decrease in operating assets and increase/(decrease) in operating liabilities | ||||||||
| Trade and other receivables | (1,612) | 7,984 | ||||||
| Merchant cash advances | (34,389) | (899) | ||||||
| Inventories | (6,602) | 2,620 | ||||||
| Other assets | 5,192 | 2,282 | ||||||
| Accounts payable and accrued liabilities | 2,388 | 689 | ||||||
| Income taxes payable | (22) | 269 | ||||||
| Deferred revenue | (11) | 1,839 | ||||||
| Other long-term liabilities | 144 | 307 | ||||||
| Net interest (income) expense | (9,497) | 990 | ||||||
| Total operating activities | (7,427) | 37,937 | ||||||
| Cash flows from (used in) investing activities | ||||||||
| Additions to property and equipment | (3,912) | (3,511) | ||||||
| Additions to intangible assets | (31,337) | (23,475) | ||||||
| Acquisition of business, net of cash acquired | (851) | (165) | ||||||
| Sale of business, net of cash disposed and costs of disposal paid | 22,502 | — | ||||||
| Interest income | 10,328 | 11,782 | ||||||
| Total investing activities | (3,270) | (15,369) | ||||||
| Cash flows from (used in) financing activities | ||||||||
| Proceeds from exercise of stock options | 226 | 950 | ||||||
| Shares repurchased and cancelled | (76,786) | (86,238) | ||||||
| Shares repurchased for settlement of non-treasury RSUs and non-treasury PSUs | (21,133) | (30,208) | ||||||
| Payment of lease liabilities | (2,561) | (4,331) | ||||||
| Financing costs | (57) | (42) | ||||||
| Total financing activities | (100,311) | (119,869) | ||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | (32) | 1,378 | ||||||
| Net decrease in cash and cash equivalents during the period | (111,040) | (95,923) | ||||||
| Cash and cash equivalents – Beginning of period | 453,906 | 558,469 | ||||||
| Cash and cash equivalents – End of period | 342,866 | 462,546 | ||||||
| Income taxes paid | 2,544 | 2,130 | ||||||
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Reconciliation from IFRS to Non-IFRS Results Adjusted EBITDA and Adjusted EBITDA as a percentage of gross profit (expressed in thousands of US dollars, except percentages, unaudited) | |||||||||||||||||||||||
| Three months ended September 30, | Six months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Net loss | (4,233) | (32,700) | (6,654) | (82,267) | |||||||||||||||||||
| Net loss as a percentage of gross profit | (3.0) | % | (24.2) | % | (2.4) | % | (31.1) | % | |||||||||||||||
Share-based compensation and related payroll taxes(1) | 14,727 | 17,428 | 27,386 | 31,397 | |||||||||||||||||||
Depreciation and amortization(2) | 11,410 | 37,670 | 19,832 | 75,174 | |||||||||||||||||||
Foreign exchange loss (gain)(3) | 550 | 235 | 796 | (2,528) | |||||||||||||||||||
Net interest (income) expense(2) | (4,557) | (5,219) | (9,497) | 990 | |||||||||||||||||||
Acquisition-related compensation(4) | 104 | 157 | 261 | 314 | |||||||||||||||||||
Transaction-related costs(5) | 227 | 873 | 210 | 937 | |||||||||||||||||||
Restructuring(6) | 3,479 | 1,622 | 7,167 | 2,832 | |||||||||||||||||||
Litigation provisions(7) | — | 11 | — | 7,799 | |||||||||||||||||||
Gain on sale of business(8) | — | — | (2,091) | — | |||||||||||||||||||
| Income tax expense | 994 | 1,262 | 2,814 | 2,567 | |||||||||||||||||||
| Adjusted EBITDA | 22,701 | 21,339 | 40,224 | 37,215 | |||||||||||||||||||
| Adjusted EBITDA as a percentage of gross profit | 15.9 | % | 15.8 | % | 14.3 | % | 14.1 | % | |||||||||||||||
(1)These expenses represent non-cash expenditures recognized in connection with issued stock options and other awards under our equity incentive plans to our employees and directors, and cash related payroll taxes given that they are directly attributable to share-based compensation; they can include estimates and are therefore subject to change. For the three and six months ended September 30, 2026, share-based compensation expense was $14,363 and $26,158, respectively (September 2025 - expense of $16,907 and $29,870), and related payroll taxes were an expense of $364 and $1,228, respectively (September 2025 - expense of $521 and $1,527). These amounts are included in direct cost of revenues, general and administrative expenses, research and development expenses, and sales and marketing expenses (see note 7 of the unaudited condensed interim consolidated financial statements for additional details).
(2)In connection with the accounting standard IFRS 16 - Leases, for the three months ended September 30, 2026, net loss includes depreciation of $1,316 related to right-of-use assets, interest expense of $328 on lease liabilities, and excludes an amount of $1,852 relating to rent expense ($1,292, $290, and $1,885, respectively, for the three months ended September 30, 2025). For the six months ended September 30, 2026, net loss includes depreciation of $2,577 related to right-of-use assets, interest expense of $641 on lease liabilities, and excludes an amount of $3,566 relating to rent expense ($2,480, $564, and $3,944, respectively, for the six months ended September 30, 2025).
(3)These non-cash gains and losses relate to foreign exchange translation.
(4)These costs represent a portion of the consideration paid to acquired businesses that is contingent upon the ongoing employment obligations for certain key personnel of such acquired businesses, and/or on certain performance criteria being achieved.
(5)These expenses relate to professional, legal, consulting, accounting, advisory, and other fees relating to our public offerings, acquisitions, divestitures, and other similar strategic transactions that would otherwise not have been incurred. These costs are included in general and administrative expenses.
(6)We implemented a reorganization to streamline the Company's operating model while continuing to focus on profitable growth. The expenses associated with reorganization initiatives were recorded as a restructuring charge (see note 14 of the unaudited condensed interim consolidated financial statements for additional details).
(7)These amounts represent provisions taken, settlement amounts and other costs, such as legal fees, incurred in respect of certain litigation matters, net of amounts covered by insurance and indemnifications. These amounts are included in general and administrative expenses (see note 14 of the unaudited condensed interim consolidated financial statements for additional details).
(8)This represents the gain recognized on the divestiture of the Company's Upserve U.S. hospitality product line, completed through the sale of Provide Holdings Inc. on April 28, 2026. This amount is included in the gain on sale of business line in the unaudited condensed interim consolidated financial statements (see note 4 of the unaudited condensed interim consolidated financial statements for additional details).
The comparability of these non-IFRS measures and ratios is affected by the divestiture of Upserve on April 28, 2026, as the three and six months ended September 30, 2025 reflect Upserve for the entire periods, whereas the three months ended September 30, 2026 exclude Upserve entirely, and the six months ended September 30, 2026 reflect Upserve only up to the divestiture date.
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Reconciliation from IFRS to Non-IFRS Results (continued) Adjusted Income and Adjusted Income per Share - Basic and Diluted (expressed in thousands of US dollars, except number of shares and per share amounts, unaudited) | |||||||||||||||||||||||
| Three months ended September 30, | Six months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Net loss | (4,233) | (32,700) | (6,654) | (82,267) | |||||||||||||||||||
Share-based compensation and related payroll taxes(1) | 14,727 | 17,428 | 27,386 | 31,397 | |||||||||||||||||||
| Amortization of intangible assets | 8,290 | 34,681 | 13,726 | 69,362 | |||||||||||||||||||
Acquisition-related compensation(2) | 104 | 157 | 261 | 314 | |||||||||||||||||||
Transaction-related costs(3) | 227 | 873 | 210 | 937 | |||||||||||||||||||
Restructuring(4) | 3,479 | 1,622 | 7,167 | 2,832 | |||||||||||||||||||
Litigation provisions(5) | — | 11 | — | 7,799 | |||||||||||||||||||
Gain on sale of business(6) | — | — | (2,091) | — | |||||||||||||||||||
| Deferred income tax expense (recovery) | — | 146 | — | (240) | |||||||||||||||||||
| Adjusted Income | 22,594 | 22,218 | 40,005 | 30,134 | |||||||||||||||||||
Weighted average number of Common Shares outstanding – basic and diluted(7) | 131,698,153 | 137,730,160 | 134,934,370 | 139,265,640 | |||||||||||||||||||
| Net loss per share – basic and diluted | (0.03) | (0.24) | (0.05) | (0.59) | |||||||||||||||||||
| Adjusted Income per Share – Basic and Diluted | 0.17 | 0.16 | 0.30 | 0.22 | |||||||||||||||||||
(1)These expenses represent non-cash expenditures recognized in connection with issued stock options and other awards under our equity incentive plans to our employees and directors, and cash related payroll taxes given that they are directly attributable to share-based compensation; they can include estimates and are therefore subject to change. For the three and six months ended September 30, 2026, share-based compensation expense was $14,363 and $26,158, respectively (September 2025 - expense of $16,907 and $29,870), and related payroll taxes were an expense of $364 and $1,228, respectively (September 2025 - expense of $521 and $1,527). These amounts are included in direct cost of revenues, general and administrative expenses, research and development expenses, and sales and marketing expenses (see note 7 of the unaudited condensed interim consolidated financial statements for additional details).
(2)These costs represent a portion of the consideration paid to acquired businesses that is contingent upon the ongoing employment obligations for certain key personnel of such acquired businesses, and/or on certain performance criteria being achieved.
(3)These expenses relate to professional, legal, consulting, accounting, advisory, and other fees relating to our public offerings, acquisitions, divestitures, and other similar strategic transactions that would otherwise not have been incurred. These costs are included in general and administrative expenses.
(4)We implemented a reorganization to streamline the Company's operating model while continuing to focus on profitable growth. The expenses associated with reorganization initiatives were recorded as a restructuring charge (see note 14 of the unaudited condensed interim consolidated financial statements for additional details).
(5)These amounts represent provisions taken, settlement amounts and other costs, such as legal fees, incurred in respect of certain litigation matters, net of amounts covered by insurance and indemnifications. These amounts are included in general and administrative expenses (see note 14 of the unaudited condensed interim consolidated financial statements for additional details).
(6)This represents the gain recognized on the divestiture of the Company's Upserve U.S. hospitality product line, completed through the sale of Provide Holdings Inc. on April 28, 2026. This amount is included in the gain on sale of business line in the unaudited condensed interim consolidated financial statements (see note 4 of the unaudited condensed interim consolidated financial statements for additional details).
(7)For the three and six months ended September 30, 2026 and 2025, because the impact of including potentially-dilutive shares in the weighted average number of Common Shares outstanding - basic and diluted would not result in a change in the Adjusted Income per Share - Basic and Diluted, the weighted average number of Common Shares outstanding - basic and diluted was not adjusted to include the potentially-dilutive shares.
The comparability of these non-IFRS measures and ratios is affected by the divestiture of Upserve on April 28, 2026, as the three and six months ended September 30, 2025 reflect Upserve for the entire periods, whereas the three months ended September 30, 2026 exclude Upserve entirely, and the six months ended September 30, 2026 reflect Upserve only up to the divestiture date.
19
Reconciliation from IFRS to Non-IFRS Results (continued) Adjusted Free Cash Flow (expressed in thousands of US dollars, unaudited) | |||||||||||||||||||||||
| Three months ended September 30, | Six months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Cash flows from (used in) operating activities | (7,542) | 25,541 | (7,427) | 37,937 | |||||||||||||||||||
Capitalized internal development costs(1) | (15,166) | (12,960) | (31,337) | (23,475) | |||||||||||||||||||
Additions to property and equipment(2) | (2,204) | (1,707) | (3,912) | (3,511) | |||||||||||||||||||
Merchant cash advances, net(3) | 28,958 | 7,146 | 42,293 | 5,353 | |||||||||||||||||||
| Adjusted Free Cash Flow | 4,046 | 18,020 | (383) | 16,304 | |||||||||||||||||||
(1)These amounts represent the cash outflow associated with capitalized internal development costs. These amounts are included within the cash flows from (used in) investing activities section of the unaudited condensed interim consolidated statements of cash flows. If these costs were not capitalized as an intangible asset, they would be part of our cash flows from (used in) operating activities.
(2)These amounts represent cash outflows associated with the purchase of property and equipment. These amounts are included within the cash flows from (used in) investing activities section of the unaudited condensed interim consolidated statements of cash flows.
(3)These amounts represent cash outflows, including the principal advanced, and cash inflows, including the repayment of principal, in respect of merchant cash advances.
The comparability of these non-IFRS measures and ratios is affected by the divestiture of Upserve on April 28, 2026, as the three and six months ended September 30, 2025 reflect Upserve for the entire periods, whereas the three months ended September 30, 2026 exclude Upserve entirely, and the six months ended September 30, 2026 reflect Upserve only up to the divestiture date.
20
Reconciliation from IFRS to Non-IFRS Results (continued) (expressed in thousands of US dollars, except percentages, unaudited) | |||||||||||||||||
| Three months ended September 30, | Six months ended September 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
| Gross profit | 142,754 | 135,163 | 281,313 | 264,236 | |||||||||||||
| % of revenue | 44.1 | % | 42.4 | % | 43.5 | % | 42.4 | % | |||||||||
add: Share-based compensation and related payroll taxes(3) | 483 | 595 | 1,002 | 896 | |||||||||||||
Non-IFRS gross profit(1) | 143,237 | 135,758 | 282,315 | 265,132 | |||||||||||||
Non-IFRS gross profit as a percentage of revenue(2) | 44.2 | % | 42.6 | % | 43.7 | % | 42.5 | % | |||||||||
| General and administrative expenses | 31,858 | 29,100 | 61,342 | 63,813 | |||||||||||||
| % of revenue | 9.8 | % | 9.1 | % | 9.5 | % | 10.2 | % | |||||||||
less: Share-based compensation and related payroll taxes(3) | 5,536 | 4,988 | 9,684 | 9,605 | |||||||||||||
less: Transaction-related costs(4) | 227 | 873 | 210 | 937 | |||||||||||||
less: Litigation provisions(5) | — | 11 | — | 7,799 | |||||||||||||
Non-IFRS general and administrative expenses(1) | 26,095 | 23,228 | 51,448 | 45,472 | |||||||||||||
Non-IFRS general and administrative expenses as a percentage of revenue(2) | 8.1 | % | 7.3 | % | 8.0 | % | 7.3 | % | |||||||||
| Research and development expenses | 29,893 | 32,694 | 61,749 | 65,119 | |||||||||||||
| % of revenue | 9.2 | % | 10.3 | % | 9.6 | % | 10.4 | % | |||||||||
less: Share-based compensation and related payroll taxes(3) | 4,604 | 7,161 | 10,268 | 12,200 | |||||||||||||
Non-IFRS research and development expenses(1) | 25,289 | 25,533 | 51,481 | 52,919 | |||||||||||||
Non-IFRS research and development expenses as a percentage of revenue(2) | 7.8 | % | 8.0 | % | 8.0 | % | 8.5 | % | |||||||||
| Sales and marketing expenses | 73,256 | 70,342 | 145,594 | 138,222 | |||||||||||||
| % of revenue | 22.6 | % | 22.1 | % | 22.5 | % | 22.2 | % | |||||||||
less: Share-based compensation and related payroll taxes(3) | 4,104 | 4,684 | 6,432 | 8,696 | |||||||||||||
Non-IFRS sales and marketing expenses(1) | 69,152 | 65,658 | 139,162 | 129,526 | |||||||||||||
Non-IFRS sales and marketing expenses as a percentage of revenue(2) | 21.4 | % | 20.6 | % | 21.5 | % | 20.8 | % | |||||||||
(1)This is a Non-IFRS measure. See the section entitled “Non-IFRS Measures and Ratios”.
(2)This is a Non-IFRS ratio. See the section entitled “Non-IFRS Measures and Ratios”.
(3)These expenses represent non-cash expenditures recognized in connection with issued stock options and other awards under our equity incentive plans to our employees and directors, and cash related payroll taxes given that they are directly attributable to share-based compensation; they can include estimates and are therefore subject to change. For the three and six months ended September 30, 2026, share-based compensation expense was $14,363 and $26,158, respectively (September 2025 - expense of $16,907 and $29,870), and related payroll taxes were an expense of $364 and $1,228, respectively (September 2025 - expense of $521 and $1,527). These amounts are included in direct cost of revenues, general and administrative expenses, research and development expenses, and sales and marketing expenses (see note 7 of the unaudited condensed interim consolidated financial statements for additional details).
(4)These expenses relate to professional, legal, consulting, accounting, advisory, and other fees relating to our public offerings, acquisitions, divestitures, and other similar strategic transactions that would otherwise not have been incurred. These costs are included in general and administrative expenses.
(5)These amounts represent provisions taken, settlement amounts and other costs, such as legal fees, incurred in respect of certain litigation matters, net of amounts covered by insurance and indemnifications. These amounts are included in general and administrative expenses (see note 14 of the unaudited condensed interim consolidated financial statements for additional details).
The comparability of these non-IFRS measures and ratios is affected by the divestiture of Upserve on April 28, 2026, as the three and six months ended September 30, 2025 reflect Upserve for the entire periods, whereas the three months ended September 30, 2026 exclude Upserve entirely, and the six months ended September 30, 2026 reflect Upserve only up to the divestiture date.
21
Reconciliation from IFRS to Non-IFRS Results (continued) Total Revenue at Constant Currency and Total Revenue Growth Rate at Constant Currency (expressed in thousands of US dollars, except percentages, unaudited) | |||||||||||
| Three months ended September 30, | Six months ended September 30, | ||||||||||
| $ | $ | ||||||||||
| 2025 Total revenue as reported | 318,963 | 623,905 | |||||||||
| 2026 Total revenue as reported | 323,789 | 646,493 | |||||||||
Foreign currency exchange impact on total revenue(1) | (1,327) | (6,300) | |||||||||
Total Revenue at Constant Currency(2) | 322,462 | 640,193 | |||||||||
| Total revenue growth rate | 1.5 | % | 3.6 | % | |||||||
Total Revenue Growth Rate at Constant Currency(3) | 1.1 | % | 2.6 | % | |||||||
(1)Current revenue in currencies other than US dollars is converted into US dollars using the average monthly exchange rates from the corresponding months in the prior fiscal year rather than the actual exchange rates in effect during the current period.
(2)This is a Non-IFRS measure. See the section entitled “Non-IFRS Measures and Ratios”.
(3)This is a Non-IFRS ratio. See the section entitled “Non-IFRS Measures and Ratios”.
The comparability of these non-IFRS measures and ratios is affected by the divestiture of Upserve on April 28, 2026, as the three and six months ended September 30, 2025 reflect Upserve for the entire periods, whereas the three months ended September 30, 2026 exclude Upserve entirely, and the six months ended September 30, 2026 reflect Upserve only up to the divestiture date.
22