Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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	2023
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

99.1			Lightspeed Commerce Inc. Interim Financial Statements for the Second Quarter ended September 30, 2023
99.2			Lightspeed Commerce Inc. Interim Management's Discussion and Analysis for the Second Quarter ended September 30, 2023
99.3			Lightspeed Commerce Inc. – Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.4			Lightspeed Commerce Inc. – Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)

Documents 99.1 and 99.2 of this Report on Form 6-K are incorporated by reference into the Registration Statement on Form F-10 of the Registrant, which was originally filed with the Securities and Exchange Commission on May 19, 2023 (File No. 333-272083), the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Securities and Exchange Commission on September 30, 2020 (File No. 333-249175), and the Registration Statement on Form S-8 of the Registrant, which was originally filed with the Securities and Exchange Commission on December 4, 2020 (File No. 333-251139).

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 2, 2023

By:

/s/ Dan Micak

Name:

Dan Micak

Title:

Chief Legal Officer

Lightspeed Commerce Inc.

Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three and six months ended September 30, 2023

(expressed in thousands of US dollars)


Lightspeed Commerce Inc. Condensed Interim Consolidated Balance Sheets (Unaudited)
As at September 30 and March 31, 2023

(expressed in thousands of US dollars)
	Notes	September 30, 2023	March 31, 2023
Assets		$	$

Current assets
Cash and cash equivalents		761,491	800,154
Trade and other receivables	9	100,478	84,334
Inventories		18,059	12,839
Other current assets	10	38,537	37,005

Total current assets		918,565	934,332

Lease right-of-use assets, net		18,785	20,973
Property and equipment, net		18,516	19,491
Intangible assets, net		267,865	311,450
Goodwill	11	1,347,385	1,350,645
Other long-term assets	12	39,562	31,540
Deferred tax assets		179	301

Total assets		2,610,857	2,668,732

Liabilities and Shareholders’ Equity

Current liabilities
Accounts payable and accrued liabilities	13	71,052	68,827
Lease liabilities		6,701	6,617
Income taxes payable		2,459	6,919
Deferred revenue		63,029	68,094

Total current liabilities		143,241	150,457

Deferred revenue		1,291	1,226
Lease liabilities		16,952	18,574
Other long-term liabilities		1,123	1,026


Total liabilities		162,607	171,283

Shareholders’ equity
Share capital	15	4,336,578	4,298,683
Additional paid-in capital		205,679	198,022
Accumulated other comprehensive loss	16	(6,613)	(3,057)
Accumulated deficit		(2,087,394)	(1,996,199)

Total shareholders’ equity		2,448,250	2,497,449

Total liabilities and shareholders’ equity		2,610,857	2,668,732

Commitments and contingencies	14

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.


Lightspeed Commerce Inc. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited)
For the three and six months ended September 30, 2023 and 2022

(expressed in thousands of US dollars, except per share amounts)
		Three months ended September 30,		Six months ended September 30,
	Notes	2023	2022	2023	2022
		$	$	$	$

Revenues	4	230,273	183,699	439,359	357,581

Direct cost of revenues	5, 6	134,105	102,230	255,286	198,587

Gross profit		96,168	81,469	184,073	158,994

Operating expenses
General and administrative	6	26,324	25,132	51,268	55,371
Research and development	6	33,081	36,596	67,116	72,232
Sales and marketing	6	60,290	64,337	115,578	132,982
Depreciation of property and equipment		1,493	1,188	2,950	2,409
Depreciation of right-of-use assets		1,647	2,063	3,877	4,110
Foreign exchange loss		689	29	1,360	472
Acquisition-related compensation		560	12,653	3,105	29,756
Amortization of intangible assets		23,990	25,684	48,495	51,560
Restructuring		80	603	552	1,810

Total operating expenses		148,154	168,285	294,301	350,702

Operating loss		(51,986)	(86,816)	(110,228)	(191,708)

Net interest income	7	10,746	4,851	21,108	6,858

Loss before income taxes		(41,240)	(81,965)	(89,120)	(184,850)

Income tax expense (recovery)
Current		755	516	1,970	780
Deferred		497	(2,538)	105	(4,891)

Total income tax expense (recovery)		1,252	(2,022)	2,075	(4,111)

Net loss		(42,492)	(79,943)	(91,195)	(180,739)

Other comprehensive loss

Items that may be reclassified to net loss
Foreign currency differences on translation of foreign operations		(2,917)	(6,689)	(3,517)	(15,522)
Change in net unrealized gain (loss) on cash flow hedging instruments, net of tax		(1,017)	(2,059)	(39)	(2,778)

Total other comprehensive loss	16	(3,934)	(8,748)	(3,556)	(18,300)

Total comprehensive loss		(46,426)	(88,691)	(94,751)	(199,039)

Net loss per share – basic and diluted	8	(0.28)	(0.53)	(0.60)	(1.21)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.


Lightspeed Commerce Inc. Condensed Interim Consolidated Statement of Cash Flows (Unaudited)
For the six months ended September 30, 2023 and 2022

(expressed in thousands of US dollars)
	Six months ended September 30,
	2023	2022
Cash flows from (used in) operating activities	$	$
Net loss	(91,195)	(180,739)
Items not affecting cash and cash equivalents
Share-based acquisition-related compensation	2,953	26,740
Amortization of intangible assets	48,495	51,560
Depreciation of property and equipment and lease right-of-use assets	6,827	6,519
Deferred income taxes	105	(4,891)
Share-based compensation expense	41,104	73,589
Unrealized foreign exchange loss	84	290
(Increase)/decrease in operating assets and increase/(decrease) in operating liabilities
Trade and other receivables	(16,292)	(10,434)
Inventories	(5,220)	(2,473)
Other assets	(9,283)	368
Accounts payable and accrued liabilities	1,866	(8,029)
Income taxes payable	(4,460)	(46)
Deferred revenue	(5,000)	(2,786)
Other long-term liabilities	188	(83)
Net interest income	(21,108)	(6,858)

Total operating activities	(50,936)	(57,273)

Cash flows from (used in) investing activities
Additions to property and equipment	(1,909)	(5,206)
Additions to intangible assets	(5,141)	(1,498)
Purchase of investments	—	(820)
Interest income	22,046	7,185

Total investing activities	14,996	(339)

Cash flows from (used in) financing activities
Proceeds from exercise of stock options	1,601	4,033
Share issuance costs	(106)	(193)
Repayment of long-term debt	—	(30,000)
Payment of lease liabilities net of incentives and movement in restricted lease deposits	(3,905)	(4,106)
Financing costs	—	(373)

Total financing activities	(2,410)	(30,639)

Effect of foreign exchange rate changes on cash and cash equivalents	(313)	(2,827)

Net decrease in cash and cash equivalents during the period	(38,663)	(91,078)

Cash and cash equivalents – Beginning of period	800,154	953,654

Cash and cash equivalents – End of period	761,491	862,576

Interest paid to financial institutions	—	373
Income taxes paid	6,432	768

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.


Lightspeed Commerce Inc. Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Unaudited)
For the six months ended September 30, 2023 and 2022

(expressed in thousands of US dollars, except number of shares)		Issued and Outstanding Shares
	Notes	Number of shares	Amount	Additional paid-in capital	Accumulated other comprehensive income (loss)	Accumulated deficit	Total
			$	$	$	$	$

Balance as at March 31, 2023		151,170,305	4,298,683	198,022	(3,057)	(1,996,199)	2,497,449

Net loss		—	—	—	—	(91,195)	(91,195)
Share issuance costs		—	(106)	—	—	—	(106)
Exercise of stock options and settlement of share awards		1,200,943	35,048	(33,447)	—	—	1,601
Share-based compensation		—	—	41,104	—	—	41,104
Share-based acquisition-related compensation		182,357	2,953	—	—	—	2,953
Other comprehensive loss	16	—	—	—	(3,556)	—	(3,556)

Balance as at September 30, 2023		152,553,605	4,336,578	205,679	(6,613)	(2,087,394)	2,448,250

Balance as at March 31, 2022		148,661,312	4,199,025	123,777	2,677	(926,190)	3,399,289

Net loss		—	—	—	—	(180,739)	(180,739)
Share issuance costs		—	(193)	—	—	—	(193)
Exercise of stock options and settlement of share awards		1,431,737	29,961	(25,928)	—	—	4,033
Share-based compensation		—	—	73,589	—	—	73,589
Share-based acquisition-related compensation		222,715	26,740	—	—	—	26,740
Other comprehensive loss	16	—	—	—	(18,300)	—	(18,300)

Balance as at September 30, 2022		150,315,764	4,255,533	171,438	(15,623)	(1,106,929)	3,304,419

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.


Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
September 30, 2023 and 2022

(expressed in thousands of US dollars, except number of shares and per share amounts)

1. Organization and nature of operations

Lightspeed Commerce Inc. ("Lightspeed" or the "Company") was incorporated on March 21, 2005 under the Canada Business Corporations Act. Its head office is located at Gare Viger, 700 Saint-Antoine St. East, Suite 300, Montréal, Quebec, Canada. Lightspeed’s one-stop commerce platform provides its customers with the critical functionalities they need to engage with consumers, manage their operations, accept payments, and grow their business. Lightspeed has customers globally in over 100 countries, empowering single- and multi-location small and medium-sized businesses to compete in an omni-channel market environment by engaging with consumers across online, mobile, social, and physical channels.

The Company’s shares are listed on both the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE") under the stock symbol "LSPD".

2. Basis of presentation and consolidation

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). Certain information and disclosures have been omitted or condensed. These unaudited condensed interim consolidated financial statements should be read together with the Company’s audited annual consolidated financial statements and notes thereto for the fiscal year ended March 31, 2023.

These unaudited condensed interim consolidated financial statements were approved for issue by the Board of Directors of the Company on November 1, 2023.

Seasonality of interim operations

The operations of the Company are seasonal, and the results of operations for any interim period are not necessarily indicative of operations for the full fiscal year or any future period.

Estimates, judgments and assumptions

The preparation of the unaudited condensed interim consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses during the period. These estimates and assumptions are based on historical experience, expectations of the future, and other relevant factors and are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future period affected. Actual results may differ from these estimates.

In preparing these unaudited condensed interim consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of uncertainty are the same as those applied and described in the Company’s audited annual consolidated financial statements for the fiscal year ended March 31, 2023.

3. Significant accounting policies

The same accounting policies and methods of computation were followed in the preparation of these unaudited condensed interim consolidated financial statements as were followed in the preparation of the most recent audited annual consolidated financial statements.


Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
September 30, 2023 and 2022

(expressed in thousands of US dollars, except number of shares and per share amounts)

New and amended standards effective within the three and six months ended September 30, 2023

In May 2023, the IASB issued International Tax Reform—Pillar Two Model Rules, which amended IAS 12, Income Taxes, to introduce a temporary exception to the requirements to recognize and disclose information about deferred tax assets and liabilities related to Pillar Two income taxes, and targeted disclosure requirements for affected entities. The relief is effective immediately upon issuance of the amendments and should be applied retrospectively in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, while the targeted disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2023, but not for any interim periods ending on or before December 31, 2023. The Company is currently assessing the impact of these amendments on the consolidated financial statements.

4. Revenues


	Three months ended September 30,		Six months ended September 30,
	2023	2022	2023	2022
	$	$	$	$

Subscription revenue	81,043	74,494	159,770	148,054
Transaction-based revenue	137,672	101,304	258,642	192,828
Hardware and other revenue	11,558	7,901	20,947	16,699

Total revenues	230,273	183,699	439,359	357,581

Transaction-based revenue includes $4,188 and $5,781 of revenue from merchant cash advances for the three and six months ended September 30, 2023, respectively (September 30, 2022 – $1,903 and $3,181).

5. Direct cost of revenues


	Three months ended September 30,		Six months ended September 30,
	2023	2022	2023	2022
	$	$	$	$

Subscription cost of revenue	19,963	20,657	39,303	41,080
Transaction-based cost of revenue	99,425	70,011	188,444	132,912
Hardware and other cost of revenue	14,717	11,562	27,539	24,595

Total direct cost of revenues	134,105	102,230	255,286	198,587

6. Employee compensation

The total employee compensation comprising salaries and benefits, including share-based compensation and related costs, excluding government assistance and acquisition-related compensation, for the three and six months ended September 30, 2023, was $90,567 and $173,279 (September 30, 2022 – $96,912 and $199,123, respectively).


Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
September 30, 2023 and 2022

(expressed in thousands of US dollars, except number of shares and per share amounts)

The following table outlines share-based compensation and related costs included in the following expenses:


	Three months ended September 30,		Six months ended September 30,
	2023	2022	2023	2022
	$	$	$	$

Direct cost of revenues	1,587	2,212	3,440	4,458
General and administrative	6,463	8,626	12,644	18,711
Research and development	6,963	9,984	15,339	20,869
Sales and marketing	8,291	14,106	10,614	29,192

Total share-based compensation and related costs	23,304	34,928	42,037	73,230

As at September 30, 2023, the Company had 11,717,285 options, 6,767,005 restricted share units, 85,456 deferred share units, and nil performance share units which include non-market performance conditions outstanding (September 30, 2022 - 11,277,494 options, 4,638,239 restricted share units, 47,980 deferred share units and 619,640 performance share units which include non-market performance conditions outstanding).

7. Finance income and costs


	Three months ended September 30,		Six months ended September 30,
	2023	2022	2023	2022
	$	$	$	$

Interest income	11,143	5,388	21,898	8,104
Interest expense	(397)	(537)	(790)	(1,246)

Net interest income	10,746	4,851	21,108	6,858

8. Loss per share

The Company has stock options and share awards as potentially dilutive shares. Diluted net loss per share excludes all potentially-dilutive shares if their effect is anti-dilutive. As a result of net losses incurred, all potentially-dilutive shares have been excluded from the calculation of diluted net loss per share because including them would be anti-dilutive; therefore, basic and diluted number of shares is the same for the three and six months ended September 30, 2023 and 2022. All outstanding potentially dilutive shares could potentially dilute loss per share in the future.


	Three months ended September 30,		Six months ended September 30,
	2023	2022	2023	2022

Issued Common Shares	152,553,605	150,315,764	152,553,605	150,315,764
Weighted average number of Common Shares (basic and diluted)	153,478,935	149,688,692	153,003,277	149,332,947

Net loss per share – basic and diluted	($0.28)	($0.53)	($0.60)	($1.21)

The weighted average number of potentially dilutive shares that are not included in the diluted per share calculations because they would be anti-dilutive was 17,519,996 and 17,321,764 stock options and share awards for the three and six


Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
September 30, 2023 and 2022

(expressed in thousands of US dollars, except number of shares and per share amounts)

months ended September 30, 2023 (September 30, 2022 - 17,300,048 and 17,349,949). This weighted average number includes all of the Company's issued and outstanding potentially dilutive shares notwithstanding exercise prices, as applicable.

9. Trade and other receivables


	September 30, 2023	March 31, 2023
	$	$

Trade receivables	37,236	37,167
Allowance for expected credit losses	(4,603)	(4,131)

Trade receivables, net	32,633	33,036

Research and development tax credits receivable	6,568	8,424
Sales tax receivable	5,211	4,862
Merchant cash advances measured at fair value	50,618	29,492
Indemnification receivables	708	4,042
Accrued interest and other	4,740	4,478

Total trade and other receivables	100,478	84,334

The indemnification receivables are for indemnities on certain liabilities assumed through our acquisitions.

10. Other current assets


	September 30, 2023	March 31, 2023
	$	$

Restricted cash and restricted deposits	1,153	1,366
Prepaid expenses and deposits	12,432	14,149
Commission asset	13,357	12,160
Contract asset and other	11,595	9,330

Total other current assets	38,537	37,005

11. Goodwill

The carrying amount of the Company's net assets exceeded the Company's market capitalization as at September 30, 2023, which triggered an impairment test to be performed for the Company's operating segment which is the level at which management monitors goodwill. The Company completed an impairment test of goodwill as at September 30, 2023 using a fair value less costs of disposal model which demonstrated no impairment of goodwill. The Company reassessed as at September 30, 2023 the key assumptions used in the December 31, 2022 test and found no reduction in the terminal value multiple, no increase in the discount rate and no decrease in the revenue growth rate.


Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
September 30, 2023 and 2022

(expressed in thousands of US dollars, except number of shares and per share amounts)

12. Other long-term assets


	September 30, 2023	March 31, 2023
	$	$

Restricted cash	324	408
Prepaid expenses and deposits	3,762	3,775
Commission asset	17,043	15,147
Contract asset	16,960	10,691
Investments	1,473	1,519

Total other long-term assets	39,562	31,540

13. Accounts payable and accrued liabilities


	September 30, 2023	March 31, 2023
	$	$

Trade payables	42,421	36,958
Accrued compensation and benefits	19,604	22,543
Accrued payroll taxes on share-based compensation	3,307	3,030
Acquisition-related payables	662	331
Sales tax payable	4,115	3,556
Other	943	2,409

Total accounts payable and accrued liabilities	71,052	68,827

14. Contingencies, Provisions and Commitments

Contingencies

Beginning in October 2021, the Company and certain of the Company's officers and directors were named as defendants to an application for authorization to bring a securities class action filed before the Superior Court of Quebec, and the Company and certain of the Company's officers and directors were named as defendants in a securities class action brought in U.S. district court for the Eastern District of New York (a separate action brought in the Southern District of New York was voluntarily dismissed after a lead plaintiff was appointed in the Eastern District of New York action). The application and action are sought on behalf of purchasers of the Company's Common Shares, and are based upon allegations that the defendants made false and/or misleading statements to the public and seek unspecified damages. On June 27, 2022, the Company filed a motion to dismiss the securities class action brought in the U.S. district court for the Eastern District of New York. Plaintiffs to the securities class action brought in the U.S. district court for the Eastern District of New York filed an opposition to the Company's motion to dismiss, and the Company filed a reply. The Company and management intend to vigorously defend against each of these proceedings.

The Company is presently engaged in a dispute with one of its residual payments partners that has resulted in that partner purporting to terminate two agreements it has with the Company and ceasing to pay the Company amounts owed pursuant to those agreements, approximately $6,500 in the six months ended September 30, 2023, beginning in April 2023. Although the Company is not yet aware of a formal claim having been filed by the partner, the partner alleges that the


Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
September 30, 2023 and 2022

(expressed in thousands of US dollars, except number of shares and per share amounts)

Company has breached certain covenants in each of the two agreements and has made a demand for damages under each agreement. The Company intends to vigorously defend against any claims resulting from the dispute.

On September 3, 2023, Tyro Payments Limited commenced proceedings in the Supreme Court of New South Wales against a subsidiary of the Company, alleging breach of certain contractual obligations and seeking orders, among other things, for damages and restraining the subsidiary from engaging in certain conduct. A hearing on the matter is scheduled for early November. The Company and management intend to vigorously defend against these proceedings.

On October 22, 2021, CloudofChange, LLC, a non-practising entity, filed a patent infringement lawsuit against the Company in the Western District of Texas. The patents at issue in the suit include U.S. Patents Nos. 9,400,640, 10,083,012 and 11,226,793. These patents generally relate to web-based point of sale builder systems. The matter had been scheduled for trial in September 2023, but was postponed and is now expected to proceed to trial in early calendar 2024. The Company has separately, applied for, and had instituted its applications for, inter partes review of all three patents by the U.S. Patent Trial and Appeal Board (the "PTAB"). In mid-October 2023, the PTAB issued final written decisions on Patent Nos 9,400,640 and 10,083,012 finding all of their claims unpatentable. A final written decision in respect of the remaining patent is expected by mid-November 2023. The Company and management intend to vigorously defend against the action.

The Company has not provisioned for the above-referenced matters.

Provisions

The Company is involved in other litigation and claims in the normal course of business. Management is of the opinion that any resulting provisions and ultimate settlements would not materially affect the financial position and operating results of the Company.

Commitments

During the six months ended September 30, 2023, the Company increased its commitments from those disclosed in its audited annual consolidated financial statements for the fiscal year ended March 31, 2023. The Company renegotiated certain contracts with payments processors which include additional commitments of $12,435 over the next five fiscal years.

15. Share capital

The Company’s authorized share capital consists of (i) an unlimited number of Subordinate Voting Shares and (ii) an unlimited number of preferred shares, issuable in series. All references to Common Shares refer to Subordinate Voting Shares in the Capital of Lightspeed.


Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
September 30, 2023 and 2022

(expressed in thousands of US dollars, except number of shares and per share amounts)

16. Accumulated other comprehensive income (loss)


	Foreign currency differences on translation of foreign operations		Hedging reserve		Total accumulated other comprehensive income (loss)
	2023	2022	2023	2022	2023	2022
	$	$	$	$	$	$
Balance as at March 31,	(2,932)	2,654	(125)	23	(3,057)	2,677

Foreign currency differences on translation of foreign operations	(3,517)	(15,522)	—	—	(3,517)	(15,522)
Change in net unrealized gain (loss) on cash flow hedging instruments	—	—	(39)	(2,778)	(39)	(2,778)


Balance as at September 30,	(6,449)	(12,868)	(164)	(2,755)	(6,613)	(15,623)

Foreign exchange forward contracts

The Company designates certain foreign exchange forward contracts as cash flow hedges when all the requirements in IFRS 9, Financial Instruments are met. The Company's currency pair used for cash flow hedges is US dollar / Canadian dollar. The notional principal of the foreign exchange contracts was $54,600 CAD as at September 30, 2023 (March 31, 2023 - $109,200 CAD).

17. Related party transactions

Key management personnel includes executive officers. Other related parties include close family members of the key management personnel and entities controlled by the key management personnel.

The executive compensation expense to the top five key management personnel is as follows:


	Three months ended September 30,		Six months ended September 30,
	2023	2022	2023	2022
	$	$	$	$

Short-term employee benefits and termination benefits	784	685	1,598	1,414
Share-based payments	4,163	6,314	7,527	13,325

Total compensation paid to key management personnel	4,947	6,999	9,125	14,739

18. Financial instruments

Fair value

The Company measures the fair value of its financial assets and financial liabilities using a fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value. The different levels of the fair value hierarchy are defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;


Lightspeed Commerce Inc. Notes to Condensed Interim Consolidated Financial Statements (Unaudited)
September 30, 2023 and 2022

(expressed in thousands of US dollars, except number of shares and per share amounts)

Level 2: Other techniques for which inputs are based on quoted prices for identical or similar instruments in markets that are not active, quoted prices for similar instruments in active markets, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the asset or liability;

Level 3: Techniques which use inputs that have a significant effect on the recognized fair value that require the Company to use its own assumptions about market participant assumptions.

The Company estimated the fair value of its financial instruments as described below.

The fair value of cash and cash equivalents, restricted cash and restricted deposits, trade receivables and trade accounts payable and accrued liabilities is considered to be equal to their respective carrying values due to their short-term maturities.

The fair value of accrued payroll taxes on share-based compensation approximates its carrying value as at September 30 and March 31, 2023.

Recurring fair value measurements

The fair value of foreign exchange forward contracts was determined based on Level 2 inputs, which included period-end mid-market quotations for each underlying contract as calculated by the financial institution with which the Company has transacted. The quotations represent the discounted future settlement amounts based on current market rates.

The fair value of merchant cash advances was determined based on Level 3 inputs by calculating the present value of the future estimated cash flows based on the terms of the agreements. The fair value of investments was determined based on Level 3 inputs using the prices for financial instruments stemming from private investments that the Company participated in.

As at September 30 and March 31, 2023, financial instruments measured at fair value in the unaudited condensed interim consolidated balance sheets were as follows:


	September 30, 2023			March 31, 2023

	Fair value hierarchy	Carrying amount	Fair value	Fair value hierarchy	Carrying amount	Fair value
		$	$		$	$

Assets:
Cash and cash equivalents	Level 1	761,491	761,491	Level 1	800,154	800,154
Restricted cash and restricted deposits	Level 1	1,477	1,477	Level 1	1,774	1,774
Merchant cash advances	Level 3	50,618	50,618	Level 3	29,492	29,492

Investments	Level 3	1,473	1,473	Level 3	1,519	1,519
Liabilities:
Foreign exchange forward contracts	Level 2	164	164	Level 2	125	125

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2023

As used in this management’s discussion and analysis ("MD&A"), unless the context indicates or requires otherwise, all references to the "Company", "Lightspeed", "we", "us" or "our" refer to Lightspeed Commerce Inc. together with our subsidiaries, on a consolidated basis as constituted on September 30, 2023.

This MD&A dated November 2, 2023, for the three and six months ended September 30, 2023, should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the notes related thereto for the three and six months ended September 30, 2023, as well as with our audited annual consolidated financial statements and the notes related thereto for the year ended March 31, 2023. The financial information presented in this MD&A is derived from the Company’s unaudited condensed interim consolidated financial statements for the three and six months ended September 30, 2023, which has been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). All amounts are in U.S. dollars except where otherwise indicated.

We have prepared this MD&A with reference to National Instrument 51-102 "Continuous Disclosure Obligations" of the Canadian Securities Administrators. Under the U.S./Canada Multijurisdictional Disclosure System, we are permitted to prepare this MD&A in accordance with Canadian disclosure requirements, which requirements are different than those of the United States.

Additional information relating to Lightspeed, including our most recently completed Annual Information Form and our Annual Report on Form 40-F for the fiscal year ended March 31, 2023, is available on our website at investors.lightspeedhq.com and can be found on SEDAR at www.sedarplus.ca and EDGAR at www.sec.gov.

Forward-looking Information

This MD&A 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 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 policy, 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, instability in the banking sector and global economic uncertainty; our expectations regarding the costs, timing and impact of our cost reduction initiatives; geopolitical instability, terrorism, war and other global conflicts such as the Russian invasion of Ukraine and the Israel-Hamas war; 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, high GTV customers, our revenue and the revenue generation potential of our payment-related and other solutions, the impact of our decision to sell our POS and payments solutions as one unified platform, our gross margins and future profitability, acquisition outcomes and synergies, the impact of pending and threatened litigation, the impact of foreign currency fluctuations on our results of operations, our business plans and strategies and our competitive position in our industry is forward-looking information.

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", "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.

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, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances as at the date of the forward-looking information. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions made in respect of our ability to build our market share and enter new markets and industry verticals; our ability to attract, develop and retain key personnel; our ability to manage supply chain risk and the impact of shortages in the supply chain on our customers; our ability to maintain and

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expand geographic scope; our ability to execute on our expansion plans; our ability to execute on our cost reduction initiatives; our ability to continue investing in infrastructure and implement scalable controls, systems and processes to support our growth; our ability to prevent and manage information security breaches or other cyber-security threats; our ability to protect our intellectual property rights and the risk of claims by third parties of intellectual property infringement; the impact of class actions and other pending and threatened litigation; the pricing of our offerings; our ability to successfully sell our POS and payments solutions as one unified platform to both new and existing customers; our ability to successfully integrate the companies we have acquired and to derive the benefits we expect from the acquisition thereof; our ability to obtain and maintain financing on acceptable terms; currency exchange and interest rates, including inflation; seasonality in our business and in the business of our customers; the impact of competition; the changes and trends in our industry or the global economy, including changes in consumer spending; goodwill impairments and the possibility of future impairments; and changes in laws, rules, regulations, and global standards are material factors in preparing forward-looking information and management’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, 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 but not limited to the factors described in the "Summary of Factors Affecting our Performance" section of this MD&A, in the "Risk Factors" section of our Annual Information Form dated May 18, 2023, 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.ca and on EDGAR at www.sec.gov.

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 events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in this MD&A should be considered carefully by prospective 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 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. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking information is a guarantee of future results. Accordingly, 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 MD&A represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is 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 MD&A is expressly qualified by the foregoing cautionary statements.

This MD&A includes certain trademarks, including "Lightspeed", "NuORDER" and other trademarks, which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks referred to in this MD&A may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks.

Additional information relating to Lightspeed, including our most recently completed Annual Information Form, can be found on SEDAR at www.sedarplus.ca and EDGAR at www.sec.gov.

Overview

Lightspeed offers a cloud-based commerce platform that connects suppliers, merchants and consumers while enabling omni-channel experiences. Our software platform provides our customers with the critical functionality they need to engage with consumers, manage their operations, accept payments, and grow their businesses. We serve customers globally, empowering single- and multi-location retailers, restaurants, golf course operators and other businesses to compete successfully in an omni-channel market environment by engaging with consumers across online, mobile, social, and physical channels. We primarily target small and medium-sized businesses ("SMBs") with our easy to use and cost efficient solutions. The majority of our revenue is recurring or reoccurring and we have a track-record of growing revenue per customer over time.

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Our cloud platform is designed around three interrelated elements: omni-channel consumer experience, a comprehensive back-office operations management suite to improve our customers’ efficiency and insight, and the facilitation of payments. Key functionalities of our platform include full omni-channel capabilities, point of sale ("POS"), product and menu management, employee and inventory management (including ordering), analytics and reporting, multi-location connectivity, order-ahead and curbside pickup functionality, loyalty, customer management and tailored financial solutions such as Lightspeed Payments and Lightspeed Capital. By delivering our solutions through the cloud, we enable merchants to reduce dependency on the brick and mortar channel and interact with customers anywhere (in store, online, mobile and social), gain a deeper understanding of their customers and operations by tracking activity and key metrics across all channels, and update inventory, run analytics, change menus, send promotions and otherwise manage their business operations from any location.

Our flagship solutions include Lightspeed Restaurant, a unified hospitality commerce offering, and Lightspeed Retail, a retail commerce offering that unites advanced POS, payments, and eCommerce into one cohesive and powerful solution. In addition, Lightspeed eCommerce allows merchants to enhance omnichannel reach and increase selling flexibility, including through social media platforms and digital marketplaces. Our flagship solutions are seeing strong reception from customers globally. NuORDER by Lightspeed, once fully integrated, will provide customers with greater supplier access and inventory visibility, automate manual ordering, consolidate supplier portals into the POS, streamline omni-channel operations by making it easy to import product details and photos into the POS, and ensure use of supplier approved brand names and images. Going deep into verticals will also create opportunities for us to monetize our data up and down the supply chain. In the fiscal year ended March 31, 2023, we announced the initial launch of Lightspeed B2B, our B2B offering, to several key North American verticals: fashion, outdoor, bikes and sporting goods. We believe our continued investment in Lightspeed B2B represents an opportunity for us to distinguish ourselves from competitors.

Being the commerce platform puts us in a prime position for payment processing and allows us to collect transaction-related data insights. Our transaction-based revenue was $137.7 million for the three months ended September 30, 2023, an increase of 36% from the $101.3 million in transaction-based revenue for the three months ended September 30, 2022. This was primarily driven by increased customer adoption of our payments solutions due to our unified payments initiative resulting in an increase of 59% in GPV1 compared to the three months ended September 30, 2022. As of the beginning of the fiscal year ending March 31, 2024 ("Fiscal 2024"), we are now selling our POS and payments solutions together as one unified offering. We believe embedded payments results in the best experience for customers by improving consistency and reliability, streamlining support and billing, and enhancing opportunities for them to avail themselves of innovative product functionality. We are helping our customers by offering free hardware and implementation, helping with contract buy-outs and offering competitive rates. As a result of this initiative, we will require our eligible new and existing customers to adopt our payments solutions. We believe processing additional GTV for new and existing customers through our payments solutions will help advance our growth strategies and enable us to reduce complexity in our business. In addition, this initiative will help reduce the costs of supporting a variety of third party payment processors.

Our platform is built to scale with our customers, supporting them as they open new locations, and offering increasingly sophisticated solutions as their business requirements become more complex. Our platform helps SMBs avoid having to piece together multiple, and often disjointed, applications from various providers to leverage the technology they need to run and grow their businesses. Our ecosystem of development, channel and installation partners further reinforces the scalability of our solutions, making them customizable and extensible. We work alongside our customers through their business journey by providing industry-leading onboarding and support services, and fundamentally believe that our success is directly connected to their success. Excluding the Ecwid eCommerce standalone product, our monthly ARPU1 was approximately $425 as at September 30, 2023 as compared to approximately $337 as at September 30, 2022.

To further complement our core cloud solutions, we offer a merchant cash advance program called Lightspeed Capital. This program provides cash advances to eligible merchants and is designed to help them with overall business growth and cash management. Merchants use these cash advances to manage their cash flows, to buy inventory, and to invest in marketing, amongst other things.

We sell our solutions primarily through our direct sales force in North America, Europe, the UK, Australia and New Zealand, supplemented by indirect channels in other countries around the world. Our platform is well-suited for various types of SMBs, particularly single- and multi-location retailers with complex operations, such as those with a high product count, diverse inventory needs or a service component, golf course operators and hospitality customers.

1 Refer to the section entitled "Key Performance Indicators".

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We remain focused on attracting the right customer profile, particularly customers with a higher GTV and more complex needs, merchants which we believe are ideally suited for our industry-leading solutions. For the three months ended September 30, 2023, GPV was $5.9 billion compared to $3.7 billion for the three months ended September 30, 2022, representing growth of 59%. For the three months ended September 30, 2023, our cloud-based software-as-a-service platform processed GTV1 of $23.5 billion, which represents growth of 5% relative to $22.3 billion of GTV processed during the three months ended September 30, 2022.

For the three months ended September 30, 2023 compared to the three months ended September 30, 2022, our omni-channel retail GTV growth was 3% and our hospitality GTV growth was 8%. All growth for the three months ended September 30, 2023 was organic as no acquisitions had occurred since the beginning of the prior comparable period.

As at September 30, 2023, we had Customer Locations in over 100 countries. Excluding Customer Locations attributable to the Ecwid eCommerce standalone product, our Customer Locations as at September 30, 2023 are located approximately 51% in North America and 49% across the rest of the world and the split of these Customer Locations between retail and hospitality represents approximately 63% and 37% of our total Customer Locations, respectively. Our attention continues to be focused on serving the complex SMBs, particularly high GTV customers, to which our solutions are particularly well-suited and we believe that leveraging Ecwid's platform as our flagship eCommerce offering will enable these businesses to enhance their omnichannel reach and increase their selling flexibility, despite the Ecwid acquisition adding a significant number of lower ARPU Customer Locations to our overall customer base.

We believe we have a distinct leadership position in SMB commerce given our scale, breadth of capabilities, and diversity of customers. We generate revenue primarily from the sale of cloud-based software subscriptions and our payments solutions. We offer pricing plans designed to meet the needs of our current and prospective customers that enable Lightspeed solutions to scale with SMBs as they grow. Our subscription plans vary from monthly plans to one-year and multi-year terms. We have also integrated our software with various third party payment processors who pay us a revenue share of the payment processing revenue for customers we refer to them. These arrangements generally predate the availability of our payments solutions in the various markets we serve, and we expect the revenue from these arrangements to decrease over time as the number of our merchants using our payments solutions continues to increase.

Our total revenue has increased to $230.3 million and $439.4 million for three and six months ended September 30, 2023 from $183.7 million and $357.6 million for the three and six months ended September 30, 2022, representing year-over-year growth of 25% and 23%, respectively. For the three and six months ended September 30, 2023, subscription revenue accounted for 35% and 36%, respectively, of our total revenues (41% for the three and six months ended September 30, 2022), and transaction-based revenue accounted for 60% and 59% of our total revenues (55% and 54%, respectively, for the three and six months ended September 30, 2022).

In addition, we offer a variety of hardware and other services to provide value-added support to our merchants and supplement our subscription and transaction-based revenue solutions. These revenues are generally one-time revenues associated with the sale of hardware with which our solutions integrate and the sale of professional services in support of the installation and implementation of our solutions. For the three and six months ended September 30, 2023, this revenue accounted for 5% of our total revenue (4% and 5% for the three and six months ended September 30, 2022).

We plan to continue making deliberate investments to drive future growth including in Lightspeed B2B and AI-powered technology to enhance our customer support experience and to enhance our ability to more rapidly develop solutions. We believe that our future success depends on a number of factors, including our ability to expand our market share, build on the successes of our payments and tailored financial solutions, add more solutions to our platform, expand our presence within verticals, and selectively pursue and to integrate value-enhancing acquisitions.

We believe that we have significant opportunity to continue to expand ARPU given the number of customers adopting more Lightspeed products over time and that our continued investments will increase our revenue base, improve the retention of this base and strengthen our ability to increase sales to our customers. We have not been profitable to date. If we are unable to successfully implement our growth strategies and cost reduction initiatives, we may not be able to achieve profitability. For the three and six months ended September 30, 2023, we incurred an operating loss of $52.0 million and $110.2 million, respectively, compared to an operating loss of $86.8 million and $191.7 million, respectively, for the three and six months ended September 30, 2022. Our cash flows used in operating activities for the six months ended September 30, 2023 were $50.9 million, and our Adjusted Cash Flows Used in Operating Activities2 were $52.9 million compared to $57.3 million and $49.0 million, respectively, for the six months ended September 30, 2022. Cash flows used in operating activities and Adjusted Cash Flows Used in Operating Activitie

2Refer to the section entitled "Non-IFRS Measures and Ratios and Reconciliation of Non-IFRS Measures and Ratios".

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s2 for the three and six months ended September 30, 2023 include working capital movements of $10.1 million and $21.1 million from merchant cash advances, respectively (September 2022 - $3.3 million and $6.3 million).

Sustainability

Sustainability is embedded in our guiding principles, and we are working towards a sustainable future and a greener economy. As part of this commitment, we have taken steps to help our customers' reduce their carbon footprint. We partner with Sustainably Run on a Carbon Free Dining program. The partnership gives our customers' diners the ability to offset the carbon emissions associated with their purchase by planting trees and provides our customers with sustainable credits towards purchasing Lightspeed products. The program has resulted in the planting of over 1.5 million trees. In addition to offsetting carbon emissions, these trees provide food, income and education for the communities sponsored to plant the trees. We also partner with TravelPerk to offset carbon emissions for our business travel by airplane, automobile, and train. We choose to partner with companies that are also environmentally conscientious. Most of our solutions are powered by Amazon Web Services ("AWS") and Google Cloud platforms. Google Cloud is 100% powered by renewable energy and AWS has committed to powering its operations with 100% renewable energy by 2025.

Lightspeed is also a place of diversity, equity and inclusion, and it has been since our Executive Chair Dax Dasilva founded the Company in Montreal’s Gay Village in 2005. The first four Lightspeed employees were all from the LGBTQ2S+ community and, based on the 2023 annual DEI engagement survey, 10% of our employees identify as LGBTQ2S+. Our commitment to a diverse and inclusive workplace can be seen at all levels of our Company, including our Employee-led Networks for women, LGBTQ2S+ community members and BIPOC community members. Furthermore, after successfully onboarding Manon Brouillette to our board this quarter, we have been successful at reinstating our target to maintain at least 37.5% representation of women on the board. In addition, 50% of its independent members are women, as of the date hereof. We believe in creating value across our ecosystem, including by ensuring meaningful wealth creation opportunities for all employees. All permanent employees are granted an equity stake in the Company upon hire, ensuring employees’ interests are aligned with those of our shareholders.

Macroeconomic Conditions

There continues to be uncertainty in the macroeconomic environment, including with respect to inflationary pressures, changes in consumer spending, instability in the banking sector, exchange rate fluctuations and increases of interest rates. This macroeconomic uncertainty makes it difficult to assess the future impact these events and conditions will have on our customer base, the end markets we serve and the resulting effect on our business and operations, both in the short term and in the long term.

Despite these ongoing risks and uncertainties, we continue to believe there is an accelerated need for our solutions in the industries we serve as SMBs look to augment traditional in-person selling models with online and digital strategies, operate with fewer employees to manage labor shortages by automating time-consuming tasks, and find new efficiencies and insights into their business. A large portion of our market is currently served by legacy on-premise systems that are expensive, complicated, outdated, and poorly equipped to help SMBs adapt to this immediate need. This represents a significant opportunity for us to continue to fuel adoption of our solutions. We believe our growth, despite a challenging macroeconomic environment, is an ongoing indicator of this continued shift to cloud-based solutions. Lightspeed believes it is well-positioned to capitalize on this opportunity and will continue to leverage its privileged position at the point of sale to also seize our payments opportunity.

Seizing our payments opportunity means monetizing a larger portion of our customers’ GTV, which for the six months ended September 30, 2023 was $46.9 billion up 6% from the $44.4 billion we processed in the six months ended September 30, 2022. We expect changes in consumer spending or other macroeconomic conditions in the various geographies in which we operate to continue to cause variability in our GTV; however, we believe our diversity in customer verticals and geographies we serve will continue to be a strong asset of the business.

Additionally, the Israel-Hamas war and the Russian invasion of Ukraine has created and is expected to continue to create further global economic uncertainty. We do not have any significant operations, customers or supplier relationships in the Middle East, Russia, Belarus or Ukraine, and have ceased our selling activities to new customers in Russia and Belarus. All of our intellectual property and customer data is located outside of Russia and Belarus. We do have personnel in Russia who were brought on via our acquisition of Ecwid, and as part of our business continuity plans have relocated many outside of Russia to mitigate any reliance on the region. The United States State Department has issued a warning that one of the potential escalations that may result in connection with the war in Ukraine and in response to the increased sanctions announced by many countries against Russia, could be an increased risk of cyber-security attacks to the networks and operations of companies operating from countries that have participated in sanctions against Russia. We take that concern very seriously and have increased our own efforts to

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monitor our networks and information technology infrastructure for any signs of such attacks. We will continue to monitor these situations closely, but to date we have not experienced any disruptions in our business operations as a result thereof.

We continue to monitor the impact of macroeconomic events and conditions on our business, financial condition and operations, as further discussed below. Refer to the section of this MD&A entitled "Summary of Factors Affecting Our Performance", to the "Risk Factors" section of our most recent Annual Information Form, and to our other filings with Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission, all of which can be found on SEDAR at www.sedarplus.ca and on EDGAR at www.sec.gov, for a discussion about the risks with which we are faced.

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.

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. 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. When excluding Customer Locations attributable to the Ecwid eCommerce standalone product, which Customer Locations carry a lower ARPU, the monthly ARPU of our Customer Locations increased by 26% to approximately $425 per Customer Location as at September 30, 2023 compared to approximately $337 per Customer Location as at September 30, 2022. 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 Location means a billing merchant location for which the term of services has not ended, or with 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 have multiple Customer Locations including physical and eCommerce 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 served by our platform is an indicator of our success in terms of market penetration and growth of our business.

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. For the three months ended September 30, 2023, GPV was $5.9 billion compared to $3.7 billion for the three months ended September 30, 2022, representing growth of 59%. For the six months ended September 30, 2023, GPV was $11.0 billion compared to $7.0 billion for the six months ended September 30, 2022, representing growth of 57%. 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.

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. For the three months ended September 30, 2023, GTV was $23.5 billion compared to $22.3 billion for the three months ended September 30, 2022, representing growth of 5%. For the six months ended September 30, 2023, GTV was $46.9 billion compared to $44.4 billion for the six months ended September 30, 2022, representing growth of 6%. 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.

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Non-IFRS Measures and Ratios and Reconciliation of Non-IFRS Measures and Ratios

The information presented within this MD&A includes certain non-IFRS financial measures such as "Adjusted EBITDA", "Adjusted Income (Loss)", and "Adjusted Cash Flows Used in Operating Activities" and the non-IFRS ratio "Adjusted Income (Loss) per Share - Basic and Diluted". 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 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.

Adjusted EBITDA

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 and goodwill impairment. 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. The following table reconciles net loss to Adjusted EBITDA for the periods indicated:


	Three months ended September 30,		Six months ended September 30,

(In thousands of US dollars)	2023	2022	2023	2022
	$	$	$	$

Net loss	(42,492)	(79,943)	(91,195)	(180,739)
Share-based compensation and related payroll taxes(1)	23,304	34,928	42,037	73,230
Depreciation and amortization(2)	27,130	28,935	55,322	58,079
Foreign exchange loss(3)	689	29	1,360	472
Net interest income(2)	(10,746)	(4,851)	(21,108)	(6,858)
Acquisition-related compensation(4)	560	12,653	3,105	29,756
Transaction-related costs(5)	458	947	1,067	3,121
Restructuring(6)	80	603	552	1,810
Litigation provisions(7)	7	198	16	1,116
Income tax expense (recovery)	1,252	(2,022)	2,075	(4,111)

Adjusted EBITDA	242	(8,523)	(6,769)	(24,124)

(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, 2023, share-based compensation expense was $23,281 and $41,104, respectively (September 2022 - expense of $35,061 and $73,589), and related payroll taxes were an expense of $23 and $933, respectively (September 2022 - recovery of $133 and $359). These amounts are included in direct cost of revenues, general and administrative expenses, research and development expenses and sales and marketing expenses (see note 6 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, 2023, net loss includes depreciation of $1,647 related to right-of-use assets, interest expense of $295 on lease liabilities, and excludes an amount of $2,053 relating to rent expense ($2,063, $251, and $2,101, respectively, for the three months ended September 30, 2022). For the six months ended September 30, 2023, net loss includes depreciation of $3,877 related to right-of-use assets, interest expense of $582 on lease liabilities, and excludes an amount of $4,119 relating to rent expense ($4,110, $522, and $4,193, respectively, for the six months ended September 30, 2022).

(3)These non-cash losses relate to foreign exchange translation.

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(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 and acquisitions that would otherwise not have been incurred. These costs are included in general and administrative expenses and sales and marketing expenses.

(6)During the fiscal year ended March 31, 2023, certain functions and the associated management structure were reorganized to realize synergies and ensure organizational agility. The expenses associated with this reorganization were recorded as a restructuring charge.

(7)These amounts represent provisions taken and other costs, such as legal fees, incurred in respect of certain litigation matters, net of amounts covered by insurance and indemnifications. These amounts do not include provisions taken and other costs incurred in respect of litigation matters of a nature that we consider normal to our business. These amounts are included in general and administrative expenses.

Adjusted Income (Loss) and Adjusted Income (Loss) per Share - Basic and Diluted

Adjusted Income (Loss) 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) and goodwill impairment. 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 (Loss) per Share - Basic and Diluted is defined as Adjusted Income (Loss) divided by the weighted average number of common shares (basic and diluted). We use Adjusted Income (Loss) 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. The following table reconciles net loss to Adjusted Income (Loss) for the periods indicated:


	Three months ended September 30,		Six months ended September 30,

(In thousands of US dollars, except number of shares and per share amounts)	2023	2022	2023	2022
	$	$	$	$

Net loss	(42,492)	(79,943)	(91,195)	(180,739)
Share-based compensation and related payroll taxes(1)	23,304	34,928	42,037	73,230
Amortization of intangible assets	23,990	25,684	48,495	51,560
Acquisition-related compensation(2)	560	12,653	3,105	29,756
Transaction-related costs(3)	458	947	1,067	3,121
Restructuring(4)	80	603	552	1,810
Litigation provisions(5)	7	198	16	1,116
Deferred income tax expense (recovery)	497	(2,538)	105	(4,891)

Adjusted Income (Loss)	6,404	(7,468)	4,182	(25,037)

Weighted average number of Common Shares – basic and diluted(6)	153,478,935	149,688,692	153,003,277	149,332,947

Net loss per share – basic and diluted	(0.28)	(0.53)	(0.60)	(1.21)
Adjusted Income (Loss) per Share – Basic and Diluted	0.04	(0.05)	0.03	(0.17)

(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 and acquisitions that would otherwise not have been incurred. These costs are included in general and administrative expenses and sales and marketing expenses.

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(4)During the fiscal year ended March 31, 2023, certain functions and the associated management structure were reorganized to realize synergies and ensure organizational agility. The expenses associated with this reorganization were recorded as a restructuring charge.

(5)These amounts represent provisions taken and other costs, such as legal fees, incurred in respect of certain litigation matters, net of amounts covered by insurance and indemnifications. These amounts do not include provisions taken and other costs incurred in respect of litigation matters of a nature that we consider normal to our business. These amounts are included in general and administrative expenses.

(6)In periods where we reported an Adjusted Loss, as a result of the Adjusted Losses incurred, all potentially-dilutive shares have been excluded from the calculation of Adjusted Loss per Share - Diluted because including them would be anti-dilutive. Adjusted Loss per Share - Diluted is the same as Adjusted Loss per Share - Basic in these periods where we incurred an Adjusted Loss. For the three and six months ended September 30, 2023, because the impact of including potentially-dilutive shares in the Weighted average number of Common Shares - 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 - basic and diluted was not adjusted to include the potentially-dilutive shares.

Adjusted Cash Flows Used in Operating Activities

Adjusted Cash Flows Used in Operating Activities is defined as cash flows used in operating activities as adjusted for the payment of payroll taxes on share-based compensation, the payment of compensation expenses relating to acquisitions completed, the payment of transaction-related costs, the payment of restructuring costs, the payment of amounts related to litigation provisions net of amounts received as insurance and indemnification proceeds and the payment of amounts related to capitalized internal development costs. We use this measure as we believe including or excluding certain inflows and outflows provides a helpful supplemental indicator to investors on our business performance in regard to the Company's ability to generate cash flows. An explanation of the Adjusted Cash Flows Used in Operating Activities can be found in the "Liquidity and Capital Resources" section of this MD&A. The following table reconciles cash flows used in operating activities to Adjusted Cash Flows Used in Operating Activities for the periods indicated:


	Three months ended September 30,		Six months ended September 30,

(In thousands of US dollars)	2023	2022	2023	2022
	$	$	$	$

Cash flows used in operating activities	(24,846)	(23,859)	(50,936)	(57,273)
Payroll taxes related to share-based compensation(1)	415	194	749	267

Transaction-related costs(2)	—	(220)	680	4,824
Restructuring(3)	828	1,230	1,658	1,813
Litigation provisions(4)	4	710	80	2,869
Capitalized internal development costs(5)	(2,856)	(895)	(5,141)	(1,498)

Adjusted Cash Flows Used in Operating Activities	(26,455)	(22,840)	(52,910)	(48,998)

Cash flows used in operating activities and Adjusted Cash Flows Used in Operating Activities for the three and six months ended September 30, 2023 include working capital movements of $10.1 million and $21.1 million from merchant cash advances, respectively (September 2022 - $3.3 million and $6.3 million).

(1)These amounts represent the cash inflow and outflow of payroll taxes on our issued stock options and other awards under our equity incentive plans to our employees and directors.

(2)These amounts represent the cash outflows, and inflows due to timing differences, related to professional, legal, consulting, accounting, advisory, and other fees relating to our public offerings and acquisitions that would otherwise not have been incurred.

(3)During the fiscal year ended March 31, 2023, certain functions and the associated management structure were reorganized to realize synergies and ensure organizational agility. The expenses associated with this reorganization were recorded as a restructuring charge.

(4)These amounts represent the cash inflow and outflow in respect of provisions taken, and other costs such as legal fees incurred, in respect of certain litigation matters, net of amounts received as insurance and indemnification proceeds. These cash inflows and outflows do not include cash inflows and outflows in respect of litigation matters of a nature that we consider normal to our business.

(5)These amounts represent the cash outflows associated with capitalized internal development costs, most of which relate to the development of Lightspeed B2B. 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 used in operating activities.

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Outlook

A discussion of management's expectations as to the Company's outlook for the three months ending December 31, 2023 and fiscal year ending March 31, 2024 is contained in the Company's press release dated November 2, 2023 under the heading "Financial Outlook". The press release is available on SEDAR at www.sedarplus.ca and on EDGAR at www.sec.gov. Information contained in, or otherwise accessed through, such press release is not deemed part of this MD&A and such press release and information is not incorporated by reference herein.

Summary of Factors Affecting our Performance

We believe that the growth and future success of our business depends on many factors, including those described below. While each of these factors presents significant opportunities for our business, they also pose important challenges, some of which are discussed below, in the "Risk Factors" section of 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 can be found on SEDAR at www.sedarplus.ca and on EDGAR at www.sec.gov.

Market Adoption of our Platform

We intend to continue to drive adoption of our advanced commerce platform by scaling our solutions to meet the needs of both new and existing customers of all types and sizes, with our focus being on complex high GTV customers. We believe that there is significant potential to increase penetration of our total addressable market and attract new customers and that this potential has become even greater due to the accelerating need for SMBs to move away from legacy on-premise systems towards cloud-based omni-channel solutions. We plan to do this by further developing our products and services, embedding ourselves up and down the supply chain within the ecosystem of verticals as well as continuing to invest in marketing strategies tailored to attract new businesses to our platform, both in our existing geographies and new markets around the world. We also intend to selectively evaluate opportunities to offer our solutions to businesses operating in industry verticals that we do not currently serve. We plan to continue to invest in our platform to drive market adoption, particularly of our payments solutions, and our operating cash flows may fluctuate and our profitability may be impacted as we make these investments. Our market is large, evolving, highly-fragmented, competitive and has low barriers to entry in many of the countries in which we operate. Our competitors range from large, well-established vendors to smaller, earlier-stage ones. We expect competition to intensify in the future, particularly as industry consolidation occurs and as large, well-established vendors increasingly service more complex customers or shift their focus to in-person shopping and services. We are focused on selling our flagship products globally, as we believe two core offerings will reduce complexity, help improve go-to-market momentum and help deliver stronger performance.

Customer Adoption of our Payments Solutions

We believe that our payments solutions will continue to be an increasingly important part of our business as we continue to increase their availability throughout our customer base and across our core geographies. Our payments solutions are designed to be transparent and easy to understand, and we have priced our solutions at market competitive rates based on a percentage of GTV electronically processed through our platform. We continue to see increased adoption of our payment processing solutions, which are the largest driver of revenue growth for the Company. As an increasing proportion of our revenue is generated from our payments solutions, we believe that while our total revenues may grow, our gross margins will decrease over time due to the lower gross margin profile of our transaction-based revenue stream relative to the higher gross margin profile of our subscription revenue stream. As of the beginning of Fiscal 2024, we are now selling our POS and payments solutions together as one unified offering. We believe embedded payments results in the best experience for customers by improving consistency and reliability, streamlining support and billing, and enhancing opportunities for them to avail themselves of innovative product functionality. We are helping our customers by offering free hardware and implementation, helping with contract buy-outs and offering competitive rates. As a result of this initiative, we will require our eligible new and existing customers to adopt our payments solutions. We believe processing additional GTV for new and existing customers through our payments solutions will help advance our growth strategies and enable us to reduce complexity in our business. In addition, this initiative will help reduce the costs of supporting a variety of third party payment processors. We have in the past and may in the future be limited in our ability to switch certain customers to our embedded payments solution by virtue of the terms and conditions of partnerships we have with third party payments processors. Further, our third party partners have in the past and may in the future allege that we have improperly engaged with certain customers or otherwise breached our contractual obligations to them. Any such allegations could damage our reputation and brand and expose us to a risk of litigation or other liabilities, which are costly, time consuming, distracting to management and adversely affect our ability to successfully sell our POS and payments solutions together as one unified offering.

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Cross-selling and Up-selling with Existing Customers

Our existing customers represent a significant opportunity to cross-sell and up-sell products and services with significantly lower sales and marketing expense. We use a "land and expand" approach, with many of our customers initially deploying our platform for a specific use case. Once they realize the benefits and wide functionality of our platform, they can expand the number of use cases including services such as Lightspeed Advanced Insights, Lightspeed Payments and Lightspeed Capital. We plan to continually invest in product development, and in sales and marketing, to add more solutions to our platform and to increase the usage and awareness of our solutions. Such investments include integrating Lightspeed B2B to enable inventory ordering straight from our merchants’ POS, and to provide brands with data insights on consumers and trends to optimize manufacturing and distribution. We also plan to invest in and adopt innovative solutions and practices, including artificial intelligence tools in our software development lifecycle and customer support capabilities. Our future revenue growth and our ability to achieve and maintain profitability are dependent upon our ability to maintain existing customer relationships and to continue to expand our customers’ use of our comprehensive suite of solutions.

Use of Artificial Intelligence and Machine Learning in our Solutions and Operations

We and our partners have and will continue to incorporate artificial intelligence, or AI, solutions into our business and operations from time to time. As with many innovations, AI presents risks and challenges that could affect its further development, adoption, and utilization, and therefore affect our business. If the content, recommendation or analyses that AI applications assist in producing are or are alleged to be deficient or inaccurate, we could be subject to competitive risks, potential legal or financial liability, and reputational harm. The use of AI applications may also result in cybersecurity or privacy incidents. Any such incidents related to our use of AI applications could adversely affect our business. In addition, AI may present emerging ethical issues. If our use of AI becomes controversial, we may experience reputational harm or other liabilities. Further, given the early stage of AI, factors that may impact AI, such as government regulations and market demand, are uncertain, and we may be unsuccessful in our product development efforts.

Our competitors or other third parties may also incorporate AI into their products and operations. If they adopt the use of AI more quickly or more successfully than us, our ability to compete effectively may be impaired, which may adversely affect our business and results of operations.

Economic Conditions and Resulting Consumer Spending Trends

Our performance is subject to worldwide economic conditions and global events, including political, economic, social and environmental risks that may impact our operations or our customers’ operations. Such conditions and events may adversely affect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. Deterioration in general economic conditions, including any rise in unemployment rates, inflation and increases in interest rates, have adversely affected in the past and may in the future adversely affect consumer spending, consumer debt levels and credit and debit card usage, and as a result, have in the past and may in the future adversely affected our financial performance by reducing the number of transactions or average purchase amount of transactions processed using our payments solutions. Deterioration in general economic conditions may also cause financial institutions to restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder credit concerns, which could further reduce the number or average purchase amount of transactions processed using our payments solutions. Many of the customers that use our platform are SMBs and many are also in the entrepreneurial stage of their development. SMBs may be disproportionately affected by the aforementioned economic conditions or economic downturns, especially if they sell discretionary goods. SMBs may also be disproportionately affected by other economic conditions, including labor shortages and global supply chain issues. SMBs frequently have limited budgets and may choose to allocate their spending to items other than our platform, especially in times of economic uncertainty or recessions. Economic and geopolitical uncertainties, including those related to variants of the COVID-19 virus, the Israel-Hamas war and Russia's invasion of Ukraine may further amplify such risks.

Economic downturns have and may continue to adversely impact retail and hospitality sales, which could result in us processing lower payments volumes and customers who use our platform going out of business or deciding to stop using our services in order to conserve cash. Moreover, our customers that run restaurants or customers in certain of our retail verticals operate in industries which are intensely competitive and subject to heightened exposure to economic conditions affecting consumer discretionary spending, resulting in overall risk and a rate of failure that are typically greater than for businesses generally.

Weakening economic conditions may also adversely affect third parties, including suppliers and partners, with whom we have entered into relationships and upon whom we depend in order to operate and grow our business. Uncertain and adverse economic

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conditions may also lead to increased write-offs of our trade receivables, and refunds and chargebacks or potential losses to our merchant cash advance program, any of which could adversely affect our business.

Scaling our Sales and Marketing Team

Our ability to achieve significant growth in future revenue will largely depend upon the effectiveness of our sales and marketing efforts, both domestically and internationally. The majority of our sales and marketing efforts are accomplished in-house, and we believe the strength of our sales and marketing team is critical to our success. We have invested and intend to continue to invest meaningfully in terms of expanding our sales force, and consequently, we anticipate that our headcount will continue to increase as a result of these investments. To complement this strategy, we invest in outbound-led lead generation, particularly in our U.S. markets and for complex merchants and restaurateurs with high annual GTV. In certain instances, we have supplemented this approach with field sales teams.

Retaining and Motivating Qualified Personnel

Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. Our ability to identify, hire, develop, motivate and retain qualified personnel will directly affect our ability to maintain and grow our business, and such efforts will require significant time, expense and attention. Our ability to continue to attract and retain highly skilled personnel, specifically employees with technical and engineering skills and employees with high levels of experience in designing and developing software and internet-related services, will be critical to our future success and demand and competition for such talent is high. We are also substantially dependent on our direct sales force to obtain new customers and increase sales to existing customers. There is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, and retaining a sufficient number of sales personnel to support our growth. While we have in the past issued, and intend to continue to issue, options, restricted share units or other equity awards as key components of our overall compensation, employee attraction and retention efforts, we are required under IFRS to recognize shared-based compensation expense in our operating results for employee share-based compensation under our equity grant programs which may increase the pressure to limit share-based compensation. See the risk factor in our Annual Information Form titled "If we are unable to hire, retain and motivate qualified personnel, our business will suffer" for more information.

International Sales

We believe that global demand for our platform will continue to increase as SMBs seek out end-to-end solutions with omni-channel capabilities to enable their businesses to thrive and succeed in an increasingly complex operating environment. Accordingly, we believe there is a significant opportunity to grow our international business. We have invested, and plan to continue to opportunistically invest, ahead of this potential demand in personnel and marketing, and to make selective acquisitions to support our international growth. For each new geography where we expand or seek to expand, we focus on understanding the needs of the local market and invest to develop relationships and our products, as well as understanding and complying with applicable local regulatory and compliance frameworks.

Seasonality

We believe our transaction-based revenues will continue to represent an increasing proportion of our overall revenue mix over time as a result of the continued customer adoption of our payments solutions, and we expect seasonality of our quarterly results to continue to increase. We expect our overall revenues to continue to become increasingly correlated with respect to the GTV processed by our customers through our platform.

Foreign Currency

Exchange rate fluctuations may negatively affect our results of operations. Our presentation and functional currency is the U.S. dollar. Even though we derive the largest portion of our revenues in U.S. dollars and the largest portion of our expenses in U.S. dollars, a portion of our revenues and expenses are also derived in foreign currencies. As a result, exchange rate fluctuations have and may continue to negatively affect our revenue as our software subscriptions are generally billed in the local currency of the country in which the customer is located, and the underlying GPV (from which we earn transaction-based revenue) is also expected to be denominated in local currency. To the extent that we have significant revenues denominated in foreign currencies, any strengthening of the U.S. dollar would reduce our revenues as measured in U.S. dollars. Our head office and a significant portion of our employees are located in Canada, along with additional presence in the United States, Europe, Australia and New Zealand. In addition to U.S. dollars, a large amount of our expenses are incurred in Canadian dollars and Euros with a smaller

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proportion of expenses incurred in other foreign currencies. As a result, our expenses may be adversely impacted by a decrease in the value of the U.S. dollar relative to these currencies but primarily the Canadian dollar and the Euro.

We have a hedging program to mitigate the impact of foreign currency fluctuations on future cash flows and expenses by entering into foreign exchange forward contracts which we have designated as cash flow hedges. Our hedging program does not mitigate the impact of foreign currency fluctuations on our revenue. We do not have foreign exchange forward contracts in place with respect to all currencies in which we currently do business but may, from time to time, enter into additional foreign exchange forward contracts in respect of other foreign currencies. Currency hedging entails a risk of illiquidity and, to the extent the applicable foreign currency fluctuates in value against the U.S. dollar, the use of hedges could result in losses greater than if the hedging had not been used. There can be no assurance that our hedging strategies, if any, will be effective in the future or that we will be able to enter into foreign exchange forward contracts on satisfactory terms. See the "Risk Factors" section of our most recent Annual Information Form, which can be found on SEDAR at www.sedarplus.ca and on EDGAR at www.sec.gov, for a discussion on exchange rate fluctuations.

Selective Pursuit of Acquisitions

We have complemented our organic growth strategies by taking a targeted and opportunistic approach to acquisitions, identifying acquisition targets with a view to accelerating our product roadmap, increasing our market penetration, going deep into verticals and creating value for our shareholders. Throughout our history, we have accrued significant sales and marketing expertise, which we leverage to facilitate our continued global expansion both organically and in integrating the companies we acquire.

We believe that we remain well-positioned to continue to grow organically around the globe and to selectively pursue new acquisitions given our experience and scale. However, such acquisitions and investments could divert management’s attention, result in operating difficulties due to a lack of timely and proper completion or integration, or otherwise disrupt our operations and adversely affect our business, operating results or financial position, regardless of whether such acquisitions and investments are ultimately completed.

Key Components of Results of Operations

Revenues

Subscription Revenue

We principally generate subscription-based revenue through the sale of subscriptions to our software solutions. We offer pricing plans designed to meet the needs of our current and prospective customers that enable our solutions to scale with customers as they grow. Our subscription plans are sold as monthly, one-year or multi-year plans. Subscription plans for our cloud-based solutions include maintenance and support. Customers purchase subscription plans directly from us or through our channel partners. In addition to the core subscriptions outlined above, customers can purchase add-on services such as Delivery, Advanced Insights, Accounting and Inventory, amongst others. In addition, we generate revenues through revenue sharing agreements from our partners.

Transaction-based Revenue

We generate transaction-based revenues by providing our customers with the functionality to accept payments from consumers. Such revenues come in the form of transaction fees and represent a percentage of GTV processed by our customers through our offered solutions. We generate transaction-based revenues from our payments solutions as well as our revenue sharing agreements with our integrated payment partners. The revenue sharing arrangements mainly predate the availability of Lightspeed Payments and are also the result of inherited revenue streams from some of our acquisitions. Since we do not act as the principal in these arrangements, we recognize revenue from these streams at the net amount retained by us in accordance with IFRS. It also means we generally earn inferior economics as a result when compared to payments solutions in respect of which we act as principal given that we have less control of the underlying customer relationship. We have, on multiple occasions, been able to leverage our increased scale to renegotiate our relationships with our payments partners resulting in better payments economics overall. In addition, we have contracted with a number of third-party vendors that sell products to the same customers as the Company. We refer customers to these vendors and earn a referral fee. We also earn revenues from Lightspeed Capital, a merchant cash advance program pursuant to which we purchase a designated amount of future receivables at a discount, and the customer remits a fixed percentage of their daily sales to us, until the outstanding balance has been fully remitted.

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Our payments solutions allow our customers to accept electronic payments in-store, through connected terminals and online. Offering embedded payments functionality is highly complementary to the platform we offer our customers today and will allow us to monetize a greater portion of the $89.6 billion in GTV processed over the twelve months preceding September 30, 2023.

Hardware and Other Revenue

These revenues are generally one-time revenues associated with the sale of hardware with which our solutions integrate and the sale of professional services in support of the installation and implementation of our solutions. We generate revenues through the sale of POS peripheral hardware such as our tablets, customer facing display, receipt printers, networking hardware, cash drawers, payment terminals, servers, stands, bar-code scanners, and an assortment of accessories.

Although our software solutions are intended to be turnkey solutions that can be used by the customer as delivered, we provide professional services to our customers in some circumstances in the form of on-site installations and implementations. These implementation services are typically delivered through our internal integrations team or through a network of certified partners. Additionally, from time to time we earn one-time fees for integration work performed pursuant to certain strategic partnerships.

Direct Cost of Revenues

Subscription Cost of Revenue

Cost of subscription revenue primarily includes salaries and other employee related costs for a subset of the support team, costs associated with hosting infrastructure for our services and certain corporate overhead allocations. Significant expenses include costs of our support including total salaries and benefits, share-based compensation and related payroll taxes, data center capacity costs, professional fees and other third-party direct costs such as customer support and royalties and amounts paid to third-party cloud service providers.

Transaction-based Cost of Revenue

Transaction-based cost of revenue primarily includes direct costs when transactions are processed using our payments solutions, direct costs related to our merchant cash advance program, salaries and other employee related costs, including share-based compensation and related payroll taxes, for a subset of the support team, and certain corporate overhead allocations. The direct costs include costs of interchange and network assessment fees, processing fees, and bank settlement fees to third-party payment processors and financial institutions involved in settlement.

Hardware and Other Cost of Revenue

Cost of these revenues primarily includes costs associated with our hardware solutions, such as the cost of acquiring the hardware inventory, including hardware purchase price, expenses associated with third-party fulfillment companies, shipping and handling and inventory adjustments, expenses related to costs of professional services provided to customers, salaries and other employee related costs, including share-based compensation and related payroll taxes, and other corporate overhead allocations.

Operating Expenses

General and Administrative

General and administrative expenses consist of salaries and other employee related costs, including share-based compensation and related payroll taxes, for finance, accounting, legal, administrative, human resources, as well as financial services. These expenses also consist of expenses related to information technology, information systems, information security, and corporate data employees which expenses are partially allocated to research and development, sales and marketing, and direct cost of revenues. General and administrative expenses also include other professional fees, transaction-related costs related to our acquisitions, litigation costs, costs associated with internal systems and general corporate expenses. As a public company in the United States, it is costly for us to obtain director and officer liability insurance, and we have in the past and may in the future need to manage trade-offs between accepting reduced coverage or incurring higher costs to expand our coverage. In the longer term, we expect general and administrative expenses to decrease as a percentage of total revenues as we focus on processes, systems and controls to enable our internal support functions to scale with the growth of our business.

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Research and Development

Research and development expenses consist primarily of salaries and other employee related costs, including share-based compensation and related taxes, for product-related functions including product management, core development, data, product design and development and other corporate overhead allocations. We continue to invest our research and development efforts on developing added features and solutions, as well as increasing the functionality and enhancing the ease of use of our platform. These expenses give rise to tax credits primarily from the Canadian Federal Scientific Research and Experimental Development Program and the Tax Credit for the Development of e-business, or "SR&ED" and "e-business" tax credits, respectively. Although the Company's e-business tax credits are mostly refundable, a portion of e-business tax credits is non-refundable and is carried forward to reduce future Quebec income taxes payable and SR&ED tax credits are non-refundable and are carried forward to reduce future federal income taxes payable. Given the Company’s recent losses in Canada, these non-refundable SR&ED credits and e-business credits have not been recognized in the financial statements. Upon recognition, they will reduce research and development expenses. Although not immediately, given that we are still scaling our technology group in line with anticipated growth, we expect research and development expenses to decline in proportion to total revenue as we achieve additional economies of scale from our expansion. The Company recognizes internal development costs as intangible assets only when certain criteria are met (refer to note 3 of the audited annual consolidated financial statements for more details).

Sales and Marketing

Sales and marketing expenses consist primarily of selling and marketing costs and salaries and other employee related costs, including share-based compensation and related payroll taxes, for sales and business development and marketing. Other costs within sales and marketing include costs of acquisition of new customers, travel-related expenses and corporate overhead allocations. We plan to continue to expand sales and marketing efforts to attract new customers, retain existing customers and increase revenues from both new and existing customers. Over time, we expect sales and marketing expenses will decline as a percentage of total revenues as we achieve additional economies of scale from our expansion and as we sell more of our technology suite, including our payments solutions, to our existing customer base.

Acquisition-related Compensation

Acquisition-related compensation expenses represent the portion of the consideration paid to acquired businesses which is contingent upon the ongoing employment or service obligations for certain key personnel of such acquired businesses, and/or on certain performance criteria being achieved. This portion of the purchase price is amortized over the related service period for those key personnel.

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Results of Operations

The following table outlines our unaudited condensed interim consolidated statements of loss for the three and six months ended September 30, 2023 and 2022:


	Three months ended September 30,		Six months ended September 30,

(In thousands of US dollars, except per share amounts)	2023	2022	2023	2022
	$	$	$	$
Revenues
Subscription	81,043	74,494	159,770	148,054
Transaction-based	137,672	101,304	258,642	192,828
Hardware and other	11,558	7,901	20,947	16,699

Total revenues	230,273	183,699	439,359	357,581

Direct cost of revenues
Subscription	19,963	20,657	39,303	41,080
Transaction-based	99,425	70,011	188,444	132,912
Hardware and other	14,717	11,562	27,539	24,595

Total cost of revenues	134,105	102,230	255,286	198,587

Gross profit	96,168	81,469	184,073	158,994

Operating expenses
General and administrative	26,324	25,132	51,268	55,371
Research and development	33,081	36,596	67,116	72,232
Sales and marketing	60,290	64,337	115,578	132,982
Depreciation of property and equipment	1,493	1,188	2,950	2,409
Depreciation of right-of-use assets	1,647	2,063	3,877	4,110
Foreign exchange loss	689	29	1,360	472
Acquisition-related compensation	560	12,653	3,105	29,756
Amortization of intangible assets	23,990	25,684	48,495	51,560
Restructuring	80	603	552	1,810

Total operating expenses	148,154	168,285	294,301	350,702

Operating loss	(51,986)	(86,816)	(110,228)	(191,708)

Net interest income	10,746	4,851	21,108	6,858

Loss before income taxes	(41,240)	(81,965)	(89,120)	(184,850)

Income tax expense (recovery)
Current	755	516	1,970	780
Deferred	497	(2,538)	105	(4,891)

Total income tax expense (recovery)	1,252	(2,022)	2,075	(4,111)

Net loss	(42,492)	(79,943)	(91,195)	(180,739)

Net loss per share – basic and diluted	(0.28)	(0.53)	(0.60)	(1.21)

(16)

The following table outlines share-based compensation and the related payroll taxes associated with these expenses included in the results of operations for the three and six months ended September 30, 2023 and 2022:


	Three months ended September 30,		Six months ended September 30,

(In thousands of US dollars)	2023	2022	2023	2022
	$	$	$	$

Direct cost of revenues	1,587	2,212	3,440	4,458
General and administrative	6,463	8,626	12,644	18,711
Research and development	6,963	9,984	15,339	20,869
Sales and marketing	8,291	14,106	10,614	29,192

Total share-based compensation and related costs(1)	23,304	34,928	42,037	73,230

(1) For the three and six months ended September 30, 2023, the share-based compensation expense was $23,281 and $41,104, respectively (September 2022 - expense of $35,061 and $73,589), and the related payroll taxes were an expense of $23 and $933, respectively (September 2022 - recovery of $133 and $359).

The decrease in share-based compensation and related payroll taxes in the three and six months ended September 30, 2023 was primarily driven by a reduction in the quantity and fair value of stock options and awards issued throughout the past several quarters, as well as due to awards forfeited throughout the past several quarters, including awards forfeited during the three months ended March 31, 2023 due to the restructuring.

Results of Operations for the Three and Six Months Ended September 30, 2023 and 2022

Revenues


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Revenues
Subscription	81,043		74,494		6,549	8.8	159,770		148,054		11,716	7.9
Transaction-based	137,672		101,304		36,368	35.9	258,642		192,828		65,814	34.1
Hardware and other	11,558		7,901		3,657	46.3	20,947		16,699		4,248	25.4

Total revenues	230,273		183,699		46,574	25.4	439,359		357,581		81,778	22.9

Percentage of total revenues
Subscription	35.2	%	40.6	%			36.4	%	41.4	%
Transaction-based	59.8	%	55.1	%			58.9	%	53.9	%
Hardware and other	5.0	%	4.3	%			4.7	%	4.7	%

Total	100	%	100	%			100	%	100	%

Subscription Revenue

Subscription revenue for the three months ended September 30, 2023 increased by $6.5 million or 9% as compared to the three months ended September 30, 2022. The increase was primarily due to adoption of our flagship solutions and new and existing customers adopting additional modules of our platform.

Subscription revenue for the six months ended September 30, 2023 increased by $11.7 million or 8% as compared to the six months ended September 30, 2022. The increase was primarily due to adoption of our flagship solutions and new and existing customers adopting additional modules of our platform.

(17)

Transaction-based Revenue

Transaction-based revenue for the three months ended September 30, 2023 increased by $36.4 million or 36% as compared to the three months ended September 30, 2022. The increase was primarily due to continued adoption of our payments solutions which accelerated as a result of our initiative to offer our POS and payments solutions together as one unified offering. This increased adoption of our payments solution led to an increase in GPV of 59% from $3.7 billion to $5.9 billion.

Transaction-based revenue for the six months ended September 30, 2023 increased by $65.8 million or 34% as compared to the six months ended September 30, 2022. The increase was primarily due to continued adoption of our payments solutions which accelerated as a result of our initiative to offer our POS and payments solutions together as one unified offering. This increased adoption of our payments solutions led to an increase in GPV of 57% from $7.0 billion to $11.0 billion.

Hardware & Other Revenue

Hardware and other revenue for the three months ended September 30, 2023 increased by $3.7 million or 46% as compared to the three months ended September 30, 2022 due primarily to an increase in hardware provided to customers signing for both software and our payments solution, offset by discounts and incentives provided during the three months ended September 30, 2023.

Hardware and other revenue for the six months ended September 30, 2023 increased by $4.2 million or 25% as compared to the six months ended September 30, 2022 due primarily to an increase in hardware provided to customers signing for both software and our payments solution, offset by discounts and incentives provided during the six months ended September 30, 2023.

Direct Cost of Revenues


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Direct cost of revenues
Subscription	19,963		20,657		(694)	(3.4)	39,303		41,080		(1,777)	(4.3)
Transaction-based	99,425		70,011		29,414	42.0	188,444		132,912		55,532	41.8
Hardware and other	14,717		11,562		3,155	27.3	27,539		24,595		2,944	12.0

Total costs of revenues	134,105		102,230		31,875	31.2	255,286		198,587		56,699	28.6

Percentage of revenue
Subscription	24.6	%	27.7	%			24.6	%	27.7	%
Transaction-based	72.2	%	69.1	%			72.9	%	68.9	%
Hardware and other	127.3	%	146.3	%			131.5	%	147.3	%

Total	58.2	%	55.7	%			58.1	%	55.5	%

Subscription Cost of Revenue

Subscription cost of revenue for the three months ended September 30, 2023 decreased by $0.7 million or 3% as compared to the three months ended September 30, 2022. Included in subscription cost of revenue for the three months ended September 30, 2023 was $1.3 million in share-based compensation and related payroll taxes, compared to $1.8 million in the three months ended September 30, 2022. The remainder of the decrease of $0.2 million was primarily due to a decrease in salary and other employee-related costs of $0.4 million and a decrease in professional fees and other costs of $0.3 million offset by higher hosting costs of $0.4 million and higher royalties of $0.1 million.

Subscription cost of revenue for the six months ended September 30, 2023 decreased by $1.8 million or 4% as compared to the six months ended September 30, 2022. Included in subscription cost of revenue for the six months ended September 30, 2023 was $2.8 million in share-based compensation and related payroll taxes, compared to $3.6 million in the six months ended September 30, 2022. The remainder of the decrease of $1.0 million was primarily due to a decrease in salary and other employee-related

(18)

costs of $1.0 million, lower hosting costs of $0.3 million primarily due to a volume rebate received in the three months ended June 30, 2023, lower professional fees and other costs of $0.3 million offset by higher royalties of $0.6 million.

Transaction-based Cost of Revenue

Transaction-based cost of revenue for the three months ended September 30, 2023 increased by $29.4 million or 42% as compared to the three months ended September 30, 2022. The increase was primarily due to direct costs related to higher revenue from our payments solutions compared to the three months ended September 30, 2022.

Transaction-based cost of revenue for the six months ended September 30, 2023 increased by $55.5 million or 42% as compared to the six months ended September 30, 2022. The increase was primarily due to direct costs related to higher revenue from our payments solutions compared to the six months ended September 30, 2022.

Hardware and Other Cost of Revenue

Direct cost of hardware and other revenue for the three months ended September 30, 2023 increased by $3.2 million or 27% as compared to the three months ended September 30, 2022 mainly due to higher hardware costs of $3.5 million due primarily to an increase in hardware provided to customers signing for both software and our payments solution offset by lower salary and other employee-related costs of $0.3 million for the period primarily consisting of savings from the restructuring announced during the three months ended March 31, 2023. The negative margins were due to discounts and incentives provided in order to encourage new business given the competitive nature of our industry and the free hardware provided to assist customers in transitioning to our unified Payments and POS offering.

Direct cost of hardware and other revenue for the six months ended September 30, 2023 increased by $2.9 million or 12% as compared to the six months ended September 30, 2022 mainly due to higher hardware costs of $3.5 million due primarily to an increase in hardware provided to customers signing for both software and our payments solution offset by lower salary and other employee-related costs of $0.6 million for the period primarily consisting of savings from the restructuring announced during the three months ended March 31, 2023. The negative margins were due to discounts and incentives provided in order to encourage new business given the competitive nature of our industry and the free hardware provided to assist customers in transitioning to our unified Payments and POS offering.

Gross Profit


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Gross profit	96,168		81,469		14,699	18.0	184,073		158,994		25,079	15.8

Percentage of total revenues	41.8	%	44.3	%			41.9	%	44.5	%

Gross profit for the three months ended September 30, 2023 increased by $14.7 million or 18% compared to the three months ended September 30, 2022. The increase was primarily due to growth in our subscription and transaction-based revenue as a result of continued adoption of our flagship products and payments solution which was accelerated as a result of our initiative to offer our POS and payments solutions together as one unified offering and customers adopting additional modules of our platform. A higher proportion of transaction-based revenue in the three months ended September 30, 2023 as compared to the three months ended September 30, 2022 reduced gross profit as a percentage of revenue.

Gross profit for the six months ended September 30, 2023 increased by $25.1 million or 16% compared to the six months ended September 30, 2022. The increase was primarily due to growth in our subscription and transaction-based revenue as a result of customers adopting additional modules of our platform and continued adoption of our payments solutions which was accelerated as a result of our initiative to offer our POS and payments solutions together as one unified offering. A higher proportion of transaction-based revenue in the six months ended September 30, 2023 as compared to the six months ended September 30, 2022 reduced gross profit as a percentage of revenue.

(19)

Operating Expenses

General and Administrative


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

General and administrative	26,324		25,132		1,192	4.7	51,268		55,371		(4,103)	(7.4)

Percentage of total revenues	11.4	%	13.7	%			11.7	%	15.5	%

General and administrative expenses for the three months ended September 30, 2023 increased by $1.2 million or 5% compared to the three months ended September 30, 2022. Included in general and administrative expenses for the three months ended September 30, 2023 is $6.5 million of share-based compensation expense and related payroll taxes, $0.5 million in transaction-related costs and nil in respect of provisions and other costs incurred in respect of certain litigation matters, net of amounts covered by insurance and indemnification proceeds, compared to $8.6 million, $0.6 million and $0.2 million, respectively, in the three months ended September 30, 2022. When excluding share-based compensation and related payroll taxes, transaction-related costs and provisions and other costs incurred in respect of certain litigation matters, net of amounts covered by insurance and indemnification proceeds, general and administrative expenses increased by $3.7 million driven by an increase of $0.7 million from higher salary and other employee-related costs which includes $1.3 million in savings from the restructuring announced during the three months ended March 31, 2023, an increase of $2.2 million in bad debt expense in line with our revenue growth and the increase in our merchant cash advance business and an increase of $1.2 million related to professional fees and other expenses primarily due to an increase in legal fees from pending and threatened litigation and claims in the normal course of business, offset by a decrease of $0.4 million in D&O insurance. Our general and administrative expenses as a percentage of revenue decreased from 14% to 11% from the three months ended September 30, 2022 to the three months ended September 30, 2023.

General and administrative expenses for the six months ended September 30, 2023 decreased by $4.1 million or 7% compared to the six months ended September 30, 2022. Included in general and administrative expenses for the six months ended September 30, 2023 is $12.6 million of share-based compensation expense and related payroll taxes, $1.1 million in transaction-related costs and nil in respect of provisions and other costs incurred in respect of certain litigation matters, net of amounts covered by insurance and indemnification proceeds, compared to $18.7 million, $2.5 million and $1.1 million, respectively, in the six months ended September 30, 2022. When excluding share-based compensation and related payroll taxes, transaction-related costs and provisions and other costs incurred in respect of certain litigation matters, net of amounts covered by insurance and indemnification proceeds, general and administrative expenses increased by $4.5 million driven by an increase of $0.7 million in higher salary and other employee-related costs which includes $2.5 million in savings from the restructuring announced during the three months ended March 31, 2023, a $3.5 million increase in bad debt expense which is in line with our revenue growth and the increase in our merchant cash advance business, an increase of $1.4 million in professional fees and other expenses primarily due to an increase in legal fees from pending and threatened litigation and claims in the normal course of business, offset by a $1.1 million decrease in D&O insurance. Our general and administrative expenses as a percentage of revenue decreased from 15% to 12% from the six months ended September 30, 2022 to the six months ended September 30, 2023.

Research and Development


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Research and development	33,081		36,596		(3,515)	(9.6)	67,116		72,232		(5,116)	(7.1)

Percentage of total revenues	14.4	%	19.9	%			15.3	%	20.2	%

(20)

Research and development expenses for the three months ended September 30, 2023 decreased by $3.5 million or 10% compared to the three months ended September 30, 2022. Included in research and development expenses for the three months ended September 30, 2023 is $7.0 million of share-based compensation expense and related payroll taxes compared to $10.0 million in the three months ended September 30, 2022. When excluding share-based compensation and related payroll taxes, research and development expenses decreased by $0.5 million driven by a $1.5 million decrease in professional fees and other expenses, offset by higher salary and other employee-related costs of $0.9 million which includes $2.4 million in savings from the restructuring announced during the three months ended March 31, 2023, and $0.1 million related to an increase in hosting costs. Our research and development costs as a percentage of revenue decreased from 20% to 14% from the three months ended September 30, 2022 to the three months ended September 30, 2023.

Research and development expenses for the six months ended September 30, 2023 decreased by $5.1 million or 7% compared to the six months ended September 30, 2022. Included in research and development expenses for the six months ended September 30, 2023 is $15.3 million of share-based compensation expense and related payroll taxes compared to $20.9 million in the six months ended September 30, 2022. When excluding share-based compensation and related payroll taxes, research and development expenses increased by $0.4 million driven by higher salary and other employee-related costs of $1.1 million, which includes $4.5 million in savings from the restructuring announced during the three months ended March 31, 2023, offset by $0.6 million related to a decrease in professional fees and other expenses and $0.1 million related to a decrease in hosting costs. Our research and development costs as a percentage of revenue decreased from 20% to 15% from the six months ended September 30, 2022 to the six months ended September 30, 2023.

Sales and Marketing


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Sales and marketing	60,290		64,337		(4,047)	(6.3)	115,578		132,982		(17,404)	(13.1)

Percentage of total revenues	26.2	%	35.0	%			26.3	%	37.2	%

Sales and marketing expenses for the three months ended September 30, 2023 decreased by $4.0 million or 6% as compared to the three months ended September 30, 2022. Included in sales and marketing expenses for the three months ended September 30, 2023 is $8.3 million of share-based compensation expense and related payroll taxes and nil transaction-related costs compared to $14.1 million and $0.3 million, respectively, in the three months ended September 30, 2022. When excluding share-based compensation and related payroll taxes and transaction-related costs, sales and marketing expenses increased by $2.1 million driven by higher salary and other employee-related costs of $4.8 million which includes $1.9 million in savings from the restructuring announced during the three months ended March 31, 2023, offset by $0.1 million related to a decrease in professional fees and other expenses and a $2.6 million decrease in other spend in sales and marketing as a result of our ongoing focus on prudent spend, including marketing acquisition and growth spend, branding, reseller commissions and trade shows. Our sales and marketing costs as a percentage of revenue decreased from 35% to 26% from the three months ended September 30, 2022 to the three months ended September 30, 2023.

Sales and marketing expenses for the six months ended September 30, 2023 decreased by $17.4 million or 13% as compared to the six months ended September 30, 2022. Included in sales and marketing expenses for the six months ended September 30, 2023 is $10.6 million of share-based compensation expense and related payroll taxes and nil in transaction-related costs compared to $29.2 million and $0.6 million, respectively, in the six months ended September 30, 2022. When excluding share-based compensation and related payroll taxes and transaction-related costs, sales and marketing expenses increased by $1.8 million driven by higher salary and other employee-related costs of $7.1 million, which includes $3.8 million in savings from the restructuring announced during the three months ended March 31, 2023, offset by a $5.3 million decrease in other spend in sales and marketing as a result of our ongoing focus on prudent spend, including marketing acquisition and growth spend, branding, reseller commissions and trade shows. Our sales and marketing costs as a percentage of revenue decreased from 37% to 26% from the six months ended September 30, 2022 to the six months ended September 30, 2023.

(21)

Depreciation


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Depreciation of property and equipment	1,493		1,188		305	25.7	2,950		2,409		541	22.5
Depreciation of right-of-use assets	1,647		2,063		(416)	(20.2)	3,877		4,110		(233)	(5.7)

	3,140		3,251		(111)	(3.4)	6,827		6,519		308	4.7

Percentage of total revenues	1.4	%	1.8	%			1.6	%	1.8	%

Depreciation of property and equipment for the three months ended September 30, 2023 increased by $0.3 million or 26% as compared to the three months ended September 30, 2022. The increase in the depreciation of property and equipment results mainly from additions to property and equipment made throughout the last 12 months. The decrease in the depreciation of right-of-use assets of $0.4 million or 20% is mainly the result of lease terminations offset by signing new lease commitments in the last 12 months.

Depreciation of property and equipment for the six months ended September 30, 2023 increased by $0.5 million or 22% as compared to the six months ended September 30, 2022. The increase in the depreciation of property and equipment results mainly from additions to property and equipment made throughout the last 12 months. The decrease in the depreciation of right-of-use assets of $0.2 million or 6% is mainly the result of lease terminations offset by signing new lease commitments in the last 12 months.

Foreign Exchange Loss


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Foreign exchange loss	689		29		660	2,275.9	1,360		472		888	188.1

Percentage of total revenues	0.3	%	0.0	%			0.3	%	0.1	%

Foreign exchange loss for the three and six months ended September 30, 2023 increased as compared to the three and six months ended September 30, 2022. Foreign exchange losses arise as we have financial assets and liabilities outstanding in currencies other than the U.S. dollar, our functional currency. Items included in our results are measured in U.S. dollars and foreign currency transactions are translated into U.S. dollars using the exchange rates prevailing at the date of the transactions or when items are re-measured with resulting gains and losses subsequently recognized.

Acquisition-related Compensation


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Acquisition-related compensation	560		12,653		(12,093)	(95.6)	3,105		29,756		(26,651)	(89.6)

Percentage of total revenues	0.2	%	6.9	%			0.7	%	8.3	%

(22)

Acquisition-related compensation expense for the three and six months ended September 30, 2023 decreased by $12.1 million and $26.7 million or 96% and 90%, respectively, compared to the three and six months ended September 30, 2022. The decrease is due to lower deferred compensation from our acquisitions of NuORDER which was fully amortized in June 2023 and Ecwid which was fully amortized in September 2023. The majority of this acquisition-related compensation was tied to ongoing employment obligations in connection with certain of our acquisitions. This acquisition-related compensation was not included in the total purchase consideration, but rather was treated as an acquisition-related compensation expense for post-combination services.

Amortization of Intangible Assets


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Amortization of intangible assets	23,990		25,684		(1,694)	(6.6)	48,495		51,560		(3,065)	(5.9)

Percentage of total revenues	10.4	%	14.0	%			11.0	%	14.4	%

Amortization of intangible assets for the three months ended September 30, 2023 decreased by $1.7 million or 7% as compared to the three months ended September 30, 2022. The decrease in amortization relates primarily to the Chronogolf, iKentoo, Kounta and Gastrofix software technology intangible assets which are fully amortized as at September 30, 2023.

Amortization of intangible assets for the six months ended September 30, 2023 decreased by $3.1 million or 6% as compared to the six months ended September 30, 2022. The decrease in amortization relates primarily to the Chronogolf customer relationships and the Chronogolf, iKentoo, Kounta and Gastrofix software technology intangible assets which are fully amortized as at September 30, 2023.

Restructuring


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Restructuring	80		603		(523)	(86.7)	552		1,810		(1,258)	(69.5)

Percentage of total revenues	0.0	%	0.3	%			0.1	%	0.5	%

During the fiscal year ended March 31, 2023, certain functions and the associated management structure were reorganized to realize synergies and ensure organizational agility. The expenses associated with this plan were recorded as a restructuring charge. The restructuring expense consists entirely of severance costs.

Other Income


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Net interest income	10,746		4,851		5,895	121.5	21,108		6,858		14,250	207.8

Percentage of total revenues	4.7	%	2.6	%			4.8	%	1.9	%

Net interest income relates to interest income earned in the period on cash and cash equivalents of $21.9 million during the six months ended September 30, 2023 offset by the interest expense on both the lease liabilities and acquisition-related compensation

(23)

which expenses combined totaled $0.8 million of interest expense for the six months ended September 30, 2023. Net interest income for the six months ended September 30, 2023 increased by $14.3 million or 208% as compared to the six months ended September 30, 2022 due to an increase in interest income earned on cash and cash equivalents of $13.8 million related to higher interest rates and a decrease in interest expense of $0.5 million due primarily to the full repayment of the balance of our stand-by acquisition term loan on July 6, 2022.

Income Taxes


	Three months ended September 30,						Six months ended September 30,

(In thousands of US dollars, except percentages)	2023		2022		Change	Change	2023		2022		Change	Change
	$		$		$	%	$		$		$	%

Income tax expense (recovery)
Current	755		516		239	46.3	1,970		780		1,190	152.6
Deferred	497		(2,538)		3,035	(119.6)	105		(4,891)		4,996	(102.1)

Total income tax expense (recovery)	1,252		(2,022)		3,274	(161.9)	2,075		(4,111)		6,186	(150.5)

Percentage of total revenues
Current	0.3	%	0.3	%			0.4	%	0.2	%
Deferred	0.2	%	(1.4)	%			0.0	%	(1.4)	%

Total	0.5	%	(1.1)	%			0.5	%	(1.1)	%

Income tax went from a recovery of $2.0 million for the three months ended September 30, 2022 to an expense of $1.3 million for the three months ended September 30, 2023. This is mainly due to a decrease in deferred income tax recovery of $3.0 million in the three months ended September 30, 2023 compared to the three months ended September 30, 2022. The deferred income tax recovery for the three months ended September 30, 2022 was primarily due to the amortization of acquired intangible assets and increases in loss carry-forwards during the period while the deferred income tax expense in the three months ended September 30, 2023 relates primarily to the reversal of tax losses previously recognized to cover the deferred tax on unrealized gains recognized in other comprehensive loss.

Income tax went from a recovery of $4.1 million for the six months ended September 30, 2022 to an expense of $2.1 million for the six months ended September 30, 2023. This is mainly due to a decrease in deferred income tax recovery of $5.0 million in the six months ended September 30, 2023 compared to the six months ended September 30, 2022. The deferred income tax recovery in the six months ended September 30, 2022 was primarily due to the amortization of acquired intangible assets and increases in loss carry-forwards during the period while the deferred income tax expense in the six months ended September 30, 2023 relates primarily to the utilization of taxable losses for certain Lightspeed entities.

Key Balance Sheet Information


(In thousands of US dollars)	September 30, 2023	March 31, 2023
	$	$

Cash and cash equivalents	761,491	800,154

Total assets	2,610,857	2,668,732

Total liabilities	162,607	171,283

Total long-term liabilities	19,366	20,826

(24)

Total Assets

September 30, 2023 Compared to March 31, 2023

Total assets decreased by $57.9 million or 2% from March 31, 2023 to September 30, 2023 with cash and cash equivalents accounting for $38.7 million of the decrease primarily due to cash spent on operating activities. Goodwill decreased by $3.3 million due to foreign currency differences on translation of foreign operations. The property and equipment, lease right-of-use assets, and intangibles accounted for $1.0 million, $2.2 million and $43.6 million of the decrease respectively, primarily due to the depreciation and amortization taken during the period. The decrease in total assets was offset by an increase in trade and other receivables of $16.1 million which includes an increase in merchant cash advances of $21.1 million, offset by a decrease in research and development tax credits receivable of $1.9 million and a decrease in indemnification receivables of $3.3 million. In addition, the decrease in total assets was offset by an increase in inventory of $5.2 million and an increase in other short term and long term assets of $1.5 million and $8.0 million, respectively, primarily related to an increase in commission and contract assets.

Total Liabilities

September 30, 2023 Compared to March 31, 2023

Total liabilities decreased by $8.7 million or 5% from March 31, 2023 to September 30, 2023 driven by a decrease in current liabilities of $7.2 million and a decrease in long-term liabilities of $1.5 million. The main drivers of the decrease in current liabilities were a decrease in accrued compensation and benefits of $2.9 million, a decrease in income taxes payable of $4.5 million, a decrease in other payables of $1.5 million, and a decrease in deferred revenue of $5.1 million, offset by an increase in trade payables of $5.5 million, an increase in sales tax payable of $0.6 million, an increase in accrued payroll taxes on share-based compensation of $0.3 million and an increase in acquisition-related payables of $0.3 million The main driver of the decrease in long-term liabilities was a decrease in lease liabilities of $1.6 million.

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Quarterly Results of Operations

The following table sets forth selected quarterly consolidated statements of operations data for each of the eight quarters ended September 30, 2023 in accordance with IFRS. This data should be read in conjunction with our audited annual consolidated financial statements and the notes related thereto. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.


	Three months ended
(In thousands of US dollars, except per share amounts)	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2022	Sept. 30, 2022	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2023	Sept. 30, 2023
	$	$	$	$	$	$	$	$

Revenues	152,676	146,558	173,882	183,699	188,697	184,228	209,086	230,273
Direct cost of revenues	73,675	76,905	96,357	102,230	102,691	97,267	121,181	134,105

Gross profit	79,001	69,653	77,525	81,469	86,006	86,961	87,905	96,168

Operating expenses
General and administrative	21,655	28,240	30,239	25,132	28,429	22,139	24,944	26,324
Research and development	32,005	36,837	35,636	36,596	37,405	30,805	34,035	33,081
Sales and marketing	55,308	67,388	68,645	64,337	60,505	56,884	55,288	60,290
Depreciation of property and equipment	1,315	1,789	1,221	1,188	1,327	1,735	1,457	1,493
Depreciation of right-of-use assets	2,078	2,032	2,047	2,063	2,109	2,025	2,230	1,647
Foreign exchange loss (gain)	327	29	443	29	(968)	297	671	689
Acquisition-related compensation	19,012	20,433	17,103	12,653	6,290	5,746	2,545	560
Amortization of intangible assets	25,851	26,151	25,876	25,684	25,366	24,620	24,505	23,990
Restructuring	—	606	1,207	603	1,324	25,549	472	80
Goodwill impairment	—	—	—	—	748,712	—	—	—

Total operating expenses	157,551	183,505	182,417	168,285	910,499	169,800	146,147	148,154

Operating loss	(78,550)	(113,852)	(104,892)	(86,816)	(824,493)	(82,839)	(58,242)	(51,986)
Net interest income	1,029	1,014	2,007	4,851	8,300	9,654	10,362	10,746

Loss before income taxes	(77,521)	(112,838)	(102,885)	(81,965)	(816,193)	(73,185)	(47,880)	(41,240)

Income tax expense (recovery)
Current	96	282	264	516	38	1,651	1,215	755
Deferred	(12,125)	1,397	(2,353)	(2,538)	(1,429)	(368)	(392)	497

Total income tax expense (recovery)	(12,029)	1,679	(2,089)	(2,022)	(1,391)	1,283	823	1,252

Net loss	(65,492)	(114,517)	(100,796)	(79,943)	(814,802)	(74,468)	(48,703)	(42,492)

Net loss per share – basic and diluted	(0.44)	(0.77)	(0.68)	(0.53)	(5.39)	(0.49)	(0.32)	(0.28)

Revenues

Our total quarterly revenue increased successively for all periods presented (except for the three month periods ended March 31, 2022 and March 31, 2023) mainly due to increases in subscription and transaction-based revenue from existing and new customers, including increased adoption of our payments solutions, our flagship solutions and other add-ons. The decrease in revenues in the three month periods ended March 31, 2022 and March 31, 2023 was primarily due to the impact of seasonality on our revenues as a result of the increased adoption of our payments solutions, and transaction-based revenues comprising an increasingly larger proportion of our revenue mix. The three months ended December 31 is historically our seasonally strongest quarter for transaction-based revenue due to the holiday season, while the three months ended March 31 is historically our weakest GTV quarter which caused a sequential decline in our revenues for the three months ended March 31, 2022 and the three months ended March 31, 2023 compared to the three months ended December 31, 2021 and the three months ended December 31, 2022, respectively.

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Direct Cost of Revenues

Our total direct cost of revenues increased successively for all periods presented (except for the three months ended March 31, 2023). The aggregate increase within the periods presented was primarily due to increased costs associated with supporting an increase in the number of customers on our payments solutions given the higher direct costs associated with transaction-based revenues. The decrease in direct cost of revenues for the three months ended March 31, 2023 is aligned with the decrease in revenues within the period, and includes a decrease in share-based compensation and savings in salary and other employee-related costs as a result of the restructuring carried out in the quarter ended March 31, 2023. Direct cost of revenues for the three months ended September 30, 2023 increased primarily due to higher direct costs associated with transaction-based revenues given the increase in transaction-based revenues during the period. Direct cost of revenues for the three months ended September 30, 2023 includes $1.0 million in savings in salary and other employee-related costs as a result of the restructuring we announced during the three months ended March 31, 2023.

Gross Profit

Our total quarterly gross profit increased successively from the the three months ended June 30, 2022 to the three months ended September 30, 2023 primarily due to an increase in the number of customers using our payments solutions and our flagship products, particularly high GTV customers and customers adopting additional modules of our platform. The decrease in the three months ended March 31, 2022 was mainly due to a decrease in transaction-based revenue discussed above despite an increase in the cost of revenue. Our gross profit has declined as a percentage of revenue due to the success of our payments solutions as customers using these solutions carry higher direct costs compared to our subscription business. We expect this trend to continue in future periods, and to be partially offset by the increase in our Lightspeed Capital business that carries a significantly higher margin.

Operating Expenses

Our total operating expenses increased from the period ended December 31, 2021 to March 31, 2022 primarily due to higher sales and marketing and other costs to support a larger customer base, including those from our acquisition of Ecwid. The decrease in operating expenses in the three months ended September 30, 2022 was mainly due to lower share-based compensation, lower acquisition-related compensation as well as lower litigation costs. The increase in operating expenses in the three months ended December 31, 2022 was due to the goodwill impairment charge of $748.7 million in the quarter. The three months ended March 31, 2023 included a decrease in share-based compensation and salary costs due to the restructuring we executed during that quarter offset by severance and other restructuring charges, which caused a sequential decrease in operating expenses in the three months ended June 30, 2023. The increase in operating expenses in the three months ended September 30, 2023 was mainly due to an increase in sales and marketing expenses which mostly consists of higher share-based compensation from a forfeiture of awards in the prior period. We note that a portion of our operating expenses are incurred in foreign currencies which may impact the comparability of our quarterly and yearly trends.

See "Results of Operations" in this MD&A for a more detailed discussion of the year-over-year changes in revenues and net loss.

Liquidity and Capital Resources

Overview

The general objectives of our capital management strategy reside in the preservation of our capacity to continue operating, in providing benefits to our stakeholders and in providing an adequate return on investment to our shareholders by selling our services at a price commensurate with the level of operating risk assumed by us. We thus determine the total amount of capital required consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements.

Working Capital

Our primary source of cash flow has been from raising capital totaling over $2.0 billion since the fiscal year ended March 31, 2016. Our approach to managing liquidity is to ensure, to the extent possible, that we always have sufficient liquidity to meet our liabilities as they become due. We do so by monitoring cash flows and performing budget-to-actual analysis on a regular basis. Our principal cash requirements are for working capital and acquisitions we may execute. Working capital surplus as at September 30, 2023 was $775.3 million. Given our existing cash and available financing, we believe there is sufficient liquidity to meet our current and short-term growth requirements in addition to our long-term strategic objectives.

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Base Shelf Prospectus

In May 2023, pursuant to "well-known seasoned issuer" blanket orders of the Canadian Securities Administrators, we filed a new short form base shelf prospectus (the “Base Prospectus”) with the securities commissions in each of the provinces and territories of Canada and a corresponding shelf registration statement on Form F-10 with the U.S. Securities and Exchange Commission (the “Registration Statement”). The Base Prospectus and the Registration Statement allows Lightspeed and certain of its security holders to offer subordinate voting shares, preferred shares, debt securities, warrants, subscription receipts, units, or any combination thereof, in amounts, at prices and on terms to be set forth in one or more shelf prospectus supplements during the 25-month period that the Base Prospectus is effective.

Cash Flows

The following table presents cash and cash equivalents as at September 30, 2023 and 2022, and cash flows from or used in operating, investing, and financing activities for the three and six months ended September 30, 2023 and 2022:


	Three months ended September 30,		Six months ended September 30,

(In thousands of US dollars)	2023	2022	2023	2022
	$	$	$	$

Cash and cash equivalents	761,491	862,576	761,491	862,576

Cash flows from (used in):
Operating activities	(24,846)	(23,859)	(50,936)	(57,273)
Investing activities	7,855	1,853	14,996	(339)
Financing activities	(1,485)	(28,829)	(2,410)	(30,639)
Effect of foreign exchange on cash and cash equivalents	(310)	(1,378)	(313)	(2,827)

Net decrease in cash and cash equivalents	(18,786)	(52,213)	(38,663)	(91,078)

Cash Flows used in Operating Activities

Cash flows used in operating activities for the three months ended September 30, 2023 were $24.8 million compared to $23.9 million for the three months ended September 30, 2022. For the three months ended September 30, 2023, Adjusted Cash Flows Used in Operating Activities3 were $26.5 million compared to $22.8 million for the three months ended September 30, 2022. This $3.6 million increase is primarily due to working capital movements including $6.8 million of additional merchant cash advances made offset by $3.9 million from accrued compensation and benefits and timing differences related to current receivables and payables.

Cash flows used in operating activities for the six months ended September 30, 2023 were $50.9 million compared to $57.3 million for the six months ended September 30, 2022. For the six months ended September 30, 2023, Adjusted Cash Flows Used in Operating Activities3 were $52.9 million compared to $49.0 million for the six months ended September 30, 2022. This $3.9 million increase is primarily due to working capital movements including $14.8 million from merchant cash advances offset by an increase in tax credits received during the current six month period and timing differences related to current receivables and payables.

Cash Flows from (used in) Investing Activities

Cash flows from investing activities for the three months ended September 30, 2023 were $7.9 million compared to $1.9 million for the three months ended September 30, 2022. The movement in cash flows relating to investing activities was primarily due to an increase of $6.7 million in interest income received and a decrease in cash outflows associated with additions to property and equipment of $1.3 million offset by an increase of $2.0 million in cash outflows associated with capitalized internal development costs.

Cash flows from investing activities for the six months ended September 30, 2023 were $15.0 million compared to cash flows used in investing activities of $0.3 million for the six months ended September 30, 2022. The movement in cash flows relating to

3 Refer to the section entitled "Non-IFRS Measures and Ratios and Reconciliation of Non-IFRS Measures and Ratios"

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investing activities was primarily due to an increase of $14.9 million in interest income received and a decrease in cash outflows associated with additions to property and equipment of $3.3 million offset by an increase of $3.6 million in cash outflows associated with capitalized internal development costs.

Cash Flows used in Financing Activities

Cash flows used in financing activities for the three months ended September 30, 2023 were $1.5 million compared to $28.8 million in the three months ended September 30, 2022. The movement in cash flows relating to financing activities was mainly due to the repayment of the $30.0 million balance outstanding under the stand-by acquisition term loan in July 2022, offset by a decrease of $3.1 million in proceeds from the exercise of stock options under our equity incentive plans.

Cash flows used in financing activities for the six months ended September 30, 2023 were $2.4 million compared to $30.6 million in the six months ended September 30, 2022. The movement in cash flows relating to financing activities was mainly due to the repayment of the $30.0 million balance outstanding under the stand-by acquisition term loan in July 2022 offset by a decrease of $2.4 million in proceeds from the exercise of stock options under our equity incentive plans.

We believe that our current cash balance, available financing, cash flows from operations and credit available under our credit facility are adequate for the Company’s future operating cash needs.

Contractual Obligations

During the six months ended September 30, 2023, our commitments increased from those disclosed in our audited annual consolidated financial statements for the fiscal year ended March 31, 2023. We renegotiated certain contracts with payment processors which include additional commitments of $12.4 million over the next five fiscal years.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements, other than low value and short-term leases, and other purchase obligations as disclosed under "Contractual Obligations" in this MD&A and in our annual MD&A for the fiscal year ended March 31, 2023. From time to time, we may be contingently liable with respect to litigation and claims that arise in the normal course of operations.

Related Party Transactions

We have no material related party transactions, other than those noted in our unaudited condensed interim consolidated financial statements.

Financial Instruments and Other Instruments

Credit and Concentration Risk

Generally, the carrying amount of our financial assets in our consolidated balance sheet exposed to credit risk, net of any applicable provisions for losses, represents the maximum amount exposed to credit risk.

Our credit risk is primarily attributable to our cash and cash equivalents and trade and other receivables, including our merchant cash advances. We do not require guarantees from our customers. Credit risk with respect to cash and cash equivalents is managed by maintaining balances only with high credit quality financial institutions. We do not hold any collateral as security.

Due to our diverse customer base, there is no particular concentration of credit risk related to our trade receivables. Moreover, balances for trade receivables are managed and analyzed on an ongoing basis to ensure our loss allowance is established and maintained at an appropriate amount.

We maintain a loss allowance for a portion of trade receivables when collection becomes doubtful on the basis described in note 3 of our audited annual consolidated financial statements. Our allowance for expected credit losses ("ECL") includes forward-looking factors specific to the debtors and the economic environment.

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In the six months ended September 30, 2023, potential effects from uncertainty in the macroeconomic environment on our credit risk have been considered and have resulted in an increase to our allowance for ECLs from what the allowance would have been without factoring in these effects. We continue to monitor macroeconomic conditions and any resulting impacts on our credit risk.

Liquidity Risk

We are exposed to the risk of being unable to honor our financial commitments by the deadlines set, under the terms of such commitments and at a reasonable price. We manage our liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. We have $761.5 million of cash and cash equivalents as well as a credit facility available as at September 30, 2023, demonstrating our liquidity and ability to pay financial liabilities as they become due.

Foreign Exchange Risk

We are exposed to foreign exchange risk due to financial instruments denominated in foreign currencies. The main currencies which expose us to foreign exchange risk due to financial instruments denominated in foreign currencies include the Canadian dollar, the Euro, the British pound sterling, the Australian dollar, the Swiss franc and the New Zealand dollar. We have a policy to mitigate our exposure to foreign currency exchange risk by entering into derivative instruments. We have entered into multiple foreign exchange forward contracts. Our currency pair used for cash flow hedges is U.S. dollar / Canadian dollar. We do not use derivative instruments for speculative purposes. The notional principal of our foreign exchange contracts was $54.6 million CAD as at September 30, 2023 (March 31, 2023 - $109.2 million CAD).

Interest Rate Risk

Interest rate risk is the risk that changes in interest rates will negatively impact earnings and cash flows. Certain of our cash earns interest. Our trade and other receivables, accounts payable and accrued liabilities, and lease liabilities do not bear interest. We are not exposed to material interest rate risk.

Share Price Risk

Accrued payroll taxes on share-based compensation (social costs) are payroll taxes associated with share-based compensation that we are subject to in various countries in which we operate. Social costs are accrued at each reporting period based on inputs including, but not limited to, the number of stock options and share awards outstanding, the vesting of the stock options and share awards, the exercise price, and our share price. Changes in the accrual are recognized in direct cost of revenues and operating expenses. An increase in share price will increase the accrual for social costs, and a decrease in share price will result in a decrease in the accrual for social costs, all other things being equal, including the number of stock options and share awards outstanding and exercise price remaining constant.

Inflation Risk

We are subject to inflation risk that could have a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations. If inflation continues to increase, it will likely affect our expenses, including, but not limited to, increased costs to offer our solutions and employee compensation expenses. Furthermore, our customers are also subject to risks associated with inflationary pressures that have and may continue to impact their business and financial condition. Such risks include a reduction in consumer spending and credit or debit card usage, which would negatively impact our financial performance because the number of transactions processed using our payment solutions would decrease, as would the average purchase amount of each transaction.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We review these estimates on an ongoing basis based on management’s best knowledge of current events and actions that we may undertake in the future. Actual results could differ from these estimates. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Key estimates and assumptions are outlined below. Management has determined that we operate in a single operating and reportable segment.

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Revenue Recognition

The identification of revenue-generating contracts with customers, the identification of performance obligations, the determination of the transaction price and allocations between identified performance obligations, the use of the appropriate revenue recognition method for each performance obligation and the measure of progress for performance obligations satisfied over time are the main aspects of the revenue recognition process, all of which require the exercise of judgment and use of assumptions. We follow the guidance provided in IFRS 15 – Appendix B, Principal versus Agent Considerations for determining whether revenue should be recognized based on the gross amount of consideration paid by the customer or the net amount of consideration retained by us. This determination is a matter of judgment that depends on the facts and circumstances of each arrangement.

Impairment of Non-financial Assets

Our impairment test for goodwill is based on internal estimates of fair value less costs of disposal calculations and uses valuation models such as the discounted cash flow model. Key assumptions on which management has based its determination of fair value less costs of disposal include an estimated discount rate, terminal value multiple, and estimated revenue growth rate. These estimates, including the methodology used, the identification of cash-generating units and allocation of goodwill, can have a material impact on the respective values and ultimately the amount of any goodwill impairment. Whenever property and equipment, lease right-of-use assets, and intangible assets are tested for impairment, the determination of the assets’ recoverable amount involves the use of estimates by management and can have a material impact on the respective values and ultimately the amount of any impairment.

If the carrying value of our Segment is below our recoverable amount in the future, we may have to recognize goodwill impairment losses in our results of operations in future periods. This could impair our ability to achieve profitability in the future. Goodwill is more susceptible to impairment risk if business operating results or economic conditions deteriorate. A reduction in the terminal value multiple, an increase in the discount rate or a decrease in the revenue growth rate could cause additional impairment in the future. We are required to perform our next annual goodwill impairment analysis on December 31, 2023, or earlier should there be a goodwill impairment trigger before then. The carrying amount of our net assets exceeded our market capitalization as at September 30, 2023, which triggered an impairment test to be performed for our operating segment which is the level at which we monitor goodwill. We completed an impairment test of goodwill as at September 30, 2023 using a fair value less costs of disposal model which demonstrated no impairment of goodwill. We reassessed as at September 30, 2023 the key assumptions used in the December 31, 2022 test and found no reduction in the terminal value multiple, no increase in the discount rate and no decrease in the revenue growth rate.

Business Combinations

We follow the acquisition method to account for business combinations. The acquisition method of accounting requires that assets acquired and liabilities assumed be recorded at their estimated fair values on the date of a business acquisition. The excess of the purchase price over the estimated fair value is recorded as goodwill. Such valuations require management to make significant estimates, assumptions, and judgments, especially with respect to intangible assets and contingent consideration. For intangible assets, we develop the fair value by using appropriate valuation techniques which are generally based on a forecast of the total expected future net discounted cash flows, and key assumptions generally consist of the future performance of the related assets, the discount rate, the attrition rate, the royalty rates, and the payments attach rate. Contingent consideration is measured at fair value using a discounted cash flow model.

Recoverability of Deferred Tax Assets and Current and Deferred Income Taxes and Tax Credits

Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. We establish provisions based on reasonable estimates for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority.

Deferred income tax assets are recognized for unused tax losses and deductible temporary differences to the extent it is probable that taxable income will be available against which the losses and deductible temporary differences can be utilized. Management’s judgment is required to determine the amount of deferred income tax assets that can be recognized, based upon the likely timing and the level of future taxable income together with future tax planning strategies.

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Share-Based Compensation

We measure the cost of equity-settled transactions with employees by reference to the fair value of the related instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant, which depends on the terms and conditions of the grant. This also requires making assumptions and determining the most appropriate inputs to the valuation model including the expected life of the option, volatility, interest rate and dividend yield.

Provisions

We are involved in litigation and claims from time to time. There can be no assurance that these litigations and claims will be resolved without costly litigation nor in a manner that does not adversely impact the financial position and operating results of the Company. Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. In determining the probability of a loss and consequently determining a reasonable estimate, management is required to use significant judgment. Assumptions applied reflect the most probable set of economic conditions and planned courses of action by the Company at the time, but these too may differ over time. Given the uncertainties associated with any litigation, the actual outcome can be different from our estimates and could adversely affect the financial position and operating results of the Company.

New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the IASB or other standards-setting bodies, and are adopted as of the specified effective date. No new accounting pronouncements are expected to materially impact Lightspeed as at September 30, 2023.

New and Amended Standards Effective Within the Three and Six Months Ended September 30, 2023

In May 2023, the IASB issued International Tax Reform—Pillar Two Model Rules, which amended IAS 12, Income Taxes, to introduce a temporary exception to the requirements to recognize and disclose information about deferred tax assets and liabilities related to Pillar Two income taxes, and targeted disclosure requirements for affected entities. The relief is effective immediately upon issuance of the amendments and should be applied retrospectively in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, while the targeted disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2023, but not for any interim periods ending on or before December 31, 2023. We are currently assessing the impact of these amendments on the consolidated financial statements.

Outstanding Share Information

Lightspeed is a publicly traded company listed under the symbol "LSPD" on both the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE"). Our authorized share capital consists of (i) an unlimited number of Subordinate Voting Shares and (ii) an unlimited number of preferred shares, issuable in series, of which 152,585,256 Subordinate Voting Shares and no preferred shares were issued and outstanding as of October 31, 2023.

As of October 31, 2023, there were 260,427 options outstanding under the Company’s Amended and Restated 2012 Stock Option Plan, as amended (of which 260,427 were vested as of such date), 11,148,259 options outstanding under the Company’s Third Amended and Restated Omnibus Incentive Plan, as amended (the "Omnibus Plan") (of which 3,392,511 were vested as of such date) and 104,167 options outstanding which were issued in compliance with an allowance under the rules of the TSX as inducements for executive officers to enter into contracts of full-time employment with the Company ("Inducement Grants") (of which 104,167 were vested as of such date). Each such option is or will become exercisable for one Subordinate Voting Share.

As of October 31, 2023, there were 19,666 options outstanding under the ShopKeep Inc. Amended and Restated 2011 Stock Option and Grant Plan (of which 19,594 were vested as of such date), which plan the Company assumed on closing of its acquisition of ShopKeep on November 25, 2020. Each option is or will become exercisable for one Subordinate Voting Share.

As of October 31, 2023, there were 97,238 DSUs outstanding under the Company’s Omnibus Plan. Each such DSU will, upon the holder thereof ceasing to be a director, executive officer, employee or consultant of the Company in accordance with the Omnibus Plan, be settled at the discretion of the board through (a) the delivery of shares issued from treasury or purchased on the open market, (b) cash, or (c) a combination of cash and shares.

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As of October 31, 2023, there were 6,641,224 RSUs outstanding under the Company’s Omnibus Plan (of which 1,263,479 were vested as of such date) and 273 RSUs outstanding which were Inducement Grants (of which 273 were vested as of such date). Each such RSU, upon vesting, may be settled at the discretion of the board through (a) the delivery of shares issued from treasury or purchased on the open market, (b) cash, or (c) a combination of cash and shares.

As of October 31, 2023, there were 0 PSUs outstanding under the Company’s Omnibus Plan.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed with securities regulatory authorities are recorded, processed, summarized and reported in a timely fashion. The disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in such reports is then accumulated and communicated to the Company’s management to ensure timely decisions regarding required disclosure. Management regularly reviews disclosure controls and procedures; however, they cannot provide an absolute level of assurance because of the inherent limitations in control systems to prevent or detect all misstatements due to error or fraud. The Chief Executive Officer and the Chief Financial Officer, along with management, have evaluated and concluded that the Company’s disclosure controls and procedures as at September 30, 2023 were effective.

Internal Controls over Financial Reporting

The Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining internal controls over financial reporting. The Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Chief Executive Officer and Chief Financial Officer have been advised that the control framework that the Chief Executive Officer and the Chief Financial Officer used to design the Company’s internal controls over financial reporting is recognized by the Committee of Sponsoring Organizations of the Treadway Commission.

The Chief Executive Officer and the Chief Financial Officer have evaluated, or caused to be evaluated under their supervision, whether or not there were changes to its internal controls over financial reporting during the period covered in this quarterly report that have materially affected, or are reasonably likely to materially affect the Company’s internal controls over financial reporting. No such changes were identified through their evaluation.

Limitations of Controls and Procedures

Management, including the Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Jean Paul Chauvet, in the capacity of chief executive officer of Lightspeed Commerce Inc. (the “issuer”), certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the issuer for the interim period ended September 30, 2023.

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2N/A

5.3N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 2, 2023


(signed) Jean Paul Chauvet

Name: Jean Paul Chauvet

Title: Chief Executive Officer, signing in capacity of chief executive officer

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Asha (Hotchandani) Bakshani, in the capacity of chief financial officer of Lightspeed Commerce Inc. (the “issuer”), certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of the issuer for the interim period ended September 30, 2023.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A

5.3 N/A

Date: November 2, 2023