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6-K 1 zk2329697.htm 6-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 

 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of May 2023
 
Commission File Number: 001-38929
 
 
Fiverr International Ltd.
(Translation of registrant’s name into English)
 

 
8 Eliezer Kaplan Street
Tel Aviv 6473409, Israel
 (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  ☐ 




On May 11, 2023, Fiverr International Ltd. will hold a conference call regarding its unaudited financial results for the first quarter ended March 31, 2023.  A copy of the related press release is furnished as Exhibit 99.1 hereto.
    
Exhibit No.
  
Description
   
  




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Fiverr International Ltd.
   
Date: May 11, 2023
By: /s/ Ofer Katz
Ofer Katz
President and Chief Financial Officer

 


EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1


Exhibit 99.1

Fiverr Announces First Quarter 2023 Results
 

Strong Q1’23 performance. Our pivot towards enhancing the focus and efficiency of our business paid off, as revenue came in near the top end of our guidance and Adjusted EBITDA beat the top end of our guidance. We delivered our highest quarterly Adjusted EBITDA with double digit Adjusted EBITDA margin, even as Q1 seasonally marks the heaviest investment outlay across the entire year.


Fiverr maintains its position as #1 freelance brand. The semi-annual brand health check conducted by Ipsos shows that Fiverr continues to be the top freelance brand in both aided and unaided brand awareness. This incredible brand power has allowed us to moderate our performance marketing spend while driving stable active buyers and new buyer cohorts.


Launching Fiverr Enterprise. Stoke Talent is rebranded and integrated as Fiverr Enterprise. With the integration, Fiverr Enterprise connects different stakeholders in medium to larger sized enterprises and aims to provide businesses a unified experience across talent sourcing, project management, procurement and compliance.


On track to deliver 2023 guidance. As Q1 kicks off the year with strong execution and discipline, we are narrowing our 2023 guidance range for both revenue and Adjusted EBITDA. We believe our progress towards the long-term Adjusted EBITDA margin target of 25% puts us in a position of strength to navigate a volatile macro while remaining focused on our longer-term vision and priorities.

NEW YORK, May 11, 2023 - Fiverr International Ltd. (NYSE: FVRR), the company that is revolutionizing how the world works together, today reported financial results for the first quarter 2023. Complete operating results and management commentary can be found in the Company’s shareholder letter, which is posted to its investor relations website at investors.fiverr.com.
 
“We started off the year with strong execution, which has successfully helped us navigate through the current macro environment while we continue to make progress towards our long-term vision for the future of work,“ said Micha Kaufman, founder and CEO of Fiverr. “We are excited about the opportunities that lie ahead of us, particularly around AI technology, and believe we are well positioned to unlock the combined potential of human talent and AI tools in the freelancing industry.
 
”We remain focused on operational discipline and efficiency for our business, which has allowed us to meet our growth expectations and outperform on adjusted EBITDA margin this quarter.” Ofer Katz, Fiverr’s President and CFO, added, “Thanks to our strong financial foundation and unique business model, we are on track to deliver on our 2023 guidance while remaining vigilant in this period of macro uncertainty.”
 
 


First Quarter 2023 Financial Highlights
 
Revenue in the first quarter of 2023 was $88.0 million, compared to $86.7 million in the first quarter of 2022, an increase of 1.5% year over year.
Active buyers1 as of March 31, 2023 grew to 4.3 million, compared to 4.2 million as of March 31, 2022, an increase of 0.3% year over year.
Spend per buyer1 as of March 31, 2023 reached $262, compared to $251 as of March 31, 2022, an increase of 4% year over year.
Take rate1 for the period ended March 31, 2023 was 30.4%, up from 29.6% for the period ended March 31, 2022, an increase of 80 basis points year over year.
GAAP gross margin in the first quarter of 2023 was 82.2%, an increase of 180 basis points from 80.4% in the first quarter of 2022. Non-GAAP gross margin1 in the first quarter of 2023 was 83.9%, an increase of 40 basis points from 83.5% in the first quarter of 2022.
GAAP net loss in the first quarter of 2023 was ($4.3) million, or ($0.11) basic and diluted net loss per share, compared to ($17.0) million, or ($0.46) basic and diluted net loss per share, in the first quarter of 2022. Non-GAAP net income1 in the first quarter of 2023 was $14.6 million, or $0.39 basic non-GAAP net income per share1 and $0.36 diluted non-GAAP net income per share1, compared to $0.13 basic non-GAAP net income per share1 and $0.11 diluted non-GAAP net income per share1, in the first quarter of 2022.
Adjusted EBITDA1 in the first quarter of 2023 was $11.3 million, compared to $3.9 million in the first quarter of 2022. Adjusted EBITDA margin1 was 12.8% in the first quarter of 2023, compared to 4.5% in the first quarter of 2022.

Financial Outlook

Our Q2’23 outlook and updated full year 2023 guidance reflects the recent trends on our marketplace and is largely consistent with our prior expectations.

 
Q2 2023
FY 2023
Revenue
$88.0 - $90.0 million
$355.0 - $365.0  million
y/y growth
4% - 6% y/y growth
5% - 8% y/y growth
Adjusted EBITDA(1)
$12.0 - $14.0 million
$48.0 - $56.0 million


1 This is a non-GAAP financial measure or Key Performance Metric. See “Key Performance Metrics and Non-GAAP Financial Measures” and reconciliation tables at the end of this release for additional information regarding the non-GAAP metrics and Key Performance Metrics used in this release.


Conference Call and Webcast Details

Fiverr’s management will host a conference call to discuss its financial results on Thursday, May 11, 2023, at 8:30 a.m. Eastern Time. A live webcast of the call can be accessed from Fiverr’s Investor Relations website.  An archived version will be available on the website after the call. To participate in the Conference Call, please register at the link here.

About Fiverr

Fiverr’s mission is to revolutionize how the world works together. We exist to democratize access to talent and to provide talent with access to opportunities so anyone can grow their business, brand, or dreams. From small businesses to Fortune 500, over 4 million customers worldwide worked with freelance talent on Fiverr in the past year, ensuring their workforces remain flexible, adaptive, and agile. With Fiverr’s Talent Cloud, companies can easily scale their teams from a talent pool of skilled professionals from over 160 countries across more than 600 categories, ranging from programming to 3D design, digital marketing to content creation, from video animation to architecture.

Don’t get left behind - come be a part of the future of work by visiting fiverr.com, read our blog, and follow us on Twitter, Instagram, and Facebook.

Investor Relations:
Jinjin Qian
investors@fiverr.com

Press:
Siobhan Aalders
press@fiverr.com



CONSOLIDATED BALANCE SHEETS
(In thousands)

   
March 31,
   
December 31,
 
   
2023
   
2022
 
   
(Unaudited)
   
(Audited)
 
Assets
           
Current assets:
           
Cash and cash equivalents
 
$
93,652
   
$
86,752
 
Restricted cash
   
1,137
     
1,137
 
Marketable securities
   
235,343
     
241,293
 
User funds
   
158,926
     
143,020
 
Bank deposits
   
134,000
     
134,000
 
Other receivables
   
20,573
     
19,019
 
Total current assets
   
643,631
     
625,221
 
                 
Marketable securities
   
206,884
     
189,839
 
Property and equipment, net
   
5,369
     
5,660
 
Operating lease right of use asset, net
   
8,376
     
9,077
 
Intangible assets, net
   
13,547
     
14,770
 
Goodwill
   
77,270
     
77,270
 
Other non-current assets
   
1,548
     
1,965
 
Total assets
 
$
956,625
   
$
923,802
 
                 
Liabilities and Shareholders' Equity
               
Current liabilities:
               
Trade payables
 
$
4,835
   
$
8,630
 
User accounts
   
147,995
     
133,032
 
Deferred revenue
   
12,972
     
11,353
 
Other account payables and accrued expenses
   
43,490
     
41,328
 
Operating lease liabilities, net
   
2,505
     
2,755
 
Total current liabilities
   
211,797
     
197,098
 
                 
Long-term liabilities:
               
Convertible notes
   
453,398
     
452,764
 
Operating lease liabilities
   
5,950
     
6,649
 
Long-term loan and other non-current liabilities
   
2,084
     
1,559
 
Total long-term liabilities
   
461,432
     
460,972
 
Total liabilities
 
$
673,229
   
$
658,070
 
                 
Shareholders' equity:
               
Share capital and additional paid-in capital
   
584,303
     
565,834
 
Accumulated deficit
   
(292,311
)
   
(288,039
)
Accumulated other comprehensive income (loss)
   
(8,596
)
   
(12,063
)
Total shareholders' equity
   
283,396
     
265,732
 
Total liabilities and shareholders' equity
 
$
956,625
   
$
923,802
 


 CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

   
Three Months Ended
March 31,
 
 
 
2023
   
2022
 
   
(Unaudited)
 
Revenue
 
$
87,956
   
$
86,685
 
Cost of revenue
   
15,666
     
16,977
 
Gross profit
   
72,290
     
69,708
 
                 
Operating expenses:
               
Research and development
   
21,887
     
23,774
 
Sales and marketing
   
42,050
     
47,867
 
General and administrative
   
15,499
     
15,252
 
Total operating expenses
   
79,436
     
86,893
 
Operating loss
   
(7,146
)
   
(17,185
)
Financial income (expenses), net
   
3,084
     
230
 
Loss before income taxes
   
(4,062
)
   
(16,955
)
Income taxes
   
(210
)
   
(20
)
Net loss attributable to ordinary shareholders
 
$
(4,272
)
 
$
(16,975
)
Basic and diluted net loss per share attributable to ordinary shareholders
 
$
(0.11
)
 
$
(0.46
)
Basic and diluted weighted average ordinary shares
   
37,691,691
     
36,842,342
 




CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

   
Three Months Ended
March 31,
 
   
2023
   
2022
 
   
(Unaudited)
 
Operating Activities
           
Net loss
 
$
(4,272
)
 
$
(16,975
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
Depreciation and amortization
   
1,725
     
3,110
 
Loss from disposal of property and equipment
   
26
     
-
 
Amortization of premium and discount of marketable securities, net
   
856
     
1,687
 
Amortization of discount and issuance costs of convertible notes
   
634
     
631
 
Shared-based compensation
   
16,719
     
18,003
 
Net loss (gain) from exchange rate fluctuations
   
63
     
(143
)
Shared-based compensation
               
User funds
   
(15,906
)
   
(19,303
)
Operating lease ROU assets and liabilities, net
   
(248
)
   
(329
)
Other receivables
   
(974
)
   
242
 
Trade payables
   
(3,785
)
   
(5,419
)
Deferred revenue
   
1,619
     
1,383
 
User accounts
   
14,963
     
17,730
 
Account payable, accrued expenses and other
   
1,558
     
6,524
 
Non-current liabilities
   
525
     
569
 
Net cash provided by operating activities
   
13,503
     
7,710
 
                 
Investing Activities
               
Investment in marketable securities
   
(62,558
)
   
(44,847
)
Proceeds from sale of marketable securities
   
54,300
     
33,609
 
Bank and restricted deposits
   
(30
)
   
(1,137
)
Purchase of property and equipment
   
(328
)
   
(493
)
Capitalization of internal-use software and other
   
(5
)
   
(399
)
Other non-current assets
   
-
     
(78
)
Net cash used in investing activities
   
(8,621
)
   
(13,345
)
                 
Financing Activities
               
Proceeds from exercise of share options
   
1,750
     
711
 
Tax withholding in connection with employees' options exercises and vested RSUs
    331
      (1,574
)
Repayment of long-term loan
   
-
     
(2,269
)
Net cash provided by (used in) financing activities
   
2,081
     
(3,132
)
                 
Effect of exchange rate fluctuations on cash and cash equivalents
   
(63
)
   
143
 
                 
Increase (decrease) in cash, cash equivalents and restricted cash
   
6,900
     
(8,624
)
Cash, cash equivalents and restricted cash at the beginning of period
   
87,889
     
74,070
 
Cash, cash equivalents and restricted cash at the end of period
 
$
94,789
   
$
65,446
 



KEY PERFORMANCE METRICS

   
Three Months Ended
March 31,
 
   
2023
   
2022
 
             
Annual active buyers (in thousands)
   
4,263
     
4,249
 
Annual spend per buyer ($)
 
$
262
   
$
251
 

RECONCILIATION OF GAAP TO NON-GAAP GROSS PROFIT
(In thousands, except gross margin data)

   
Three Months Ended
March 31,
 
 
 
2023
   
2022
 
   
(Unaudited)
 
GAAP gross profit
 
$
72,290
   
$
69,708
 
Add:
               
Share-based compensation and other
   
613
     
707
 
Depreciation and amortization
   
928
     
1,956
 
Non-GAAP gross profit
 
$
73,831
   
$
72,371
 
Non-GAAP gross margin
   
83.9
%
   
83.5
%

RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET INCOME AND NET INCOME PER SHARE
(In thousands, except share and per share data)

   
Three Months Ended
March 31,
 
 
 
2023
   
2022
 
   
(Unaudited)
 
GAAP net loss attributable to ordinary shareholders
 
$
(4,272
)
 
$
(16,975
)
Add:
               
Depreciation and amortization
   
1,725
     
3,110
 
Share-based compensation
   
16,719
     
18,003
 
Contingent consideration revaluation, acquisition related costs and other
   
-
     
(63
)
Convertible notes amortization of discount and issuance costs
   
634
     
631
 
Exchange rate (gain)/loss, net
   
(163
)
   
(93
)
Non-GAAP net income
 
$
14,643
   
$
4,613
 
Weighted average number of ordinary shares - basic
   
37,691,691
     
36,842,342
 
Non-GAAP basic net income per share attributable to ordinary shareholders
 
$
0.39
   
$
0.13
 
                 
Weighted average number of ordinary shares - diluted
   
41,197,049
     
41,427,757
 
Non-GAAP diluted net income per share attributable to ordinary shareholders
 
$
0.36
   
$
0.11
 



RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA
(In thousands, except Adjusted EBITDA margin data)

   
Three Months Ended
 
   
March 31,
 
 
 
2023
   
2022
 
   
(Unaudited)
 
GAAP net loss
 
$
(4,272
)
 
$
(16,975
)
Add:
               
Financial (income) expenses, net
   
(3,084
)
   
(230
)
Income taxes
   
210
     
20
 
Depreciation and amortization
   
1,725
     
3,110
 
Share-based compensation
   
16,719
     
18,003
 
Contingent consideration revaluation, acquisition related costs and other
   
-
     
(63
)
Adjusted EBITDA
 
$
11,298
   
$
3,865
 
Adjusted EBITDA margin
   
12.8
%
   
4.5
%

RECONCILIATION OF GAAP TO NON-GAAP OPERATING EXPENSES
(In thousands)

   
Three Months Ended
 
   
March 31,
 
 
 
2023
   
2022
 
   
(Unaudited)
 
GAAP research and development
 
$
21,887
   
$
23,774
 
Less:
               
Share-based compensation
   
5,784
     
6,205
 
Depreciation and amortization
   
209
     
201
 
Non-GAAP research and development
 
$
15,894
   
$
17,368
 
                 
GAAP sales and marketing
 
$
42,050
   
$
47,867
 
Less:
               
Share-based compensation
   
3,269
     
4,430
 
Depreciation and amortization
   
502
     
860
 
Non-GAAP sales and marketing
 
$
38,279
   
$
42,577
 
                 
GAAP general and administrative
 
$
15,499
   
$
15,252
 
Less:
               
Share-based compensation
   
7,053
     
6,661
 
Depreciation and amortization
   
86
     
93
 
Contingent consideration revaluation, acquisition related costs and other
   
-
     
(63
)
Non-GAAP general and administrative
 
$
8,360
   
$
8,561
 



Key Performance Metrics and Non-GAAP Financial Measures

This release includes certain key performance metrics and financial measures not based on GAAP, including Adjusted EBITDA, Adjusted EBITDA margin, Non-GAAP gross profit, Non-GAAP gross margin, Non-GAAP operating expenses, Non-GAAP net income (loss) and Non-GAAP net income (loss) per share as well as operating metrics, including GMV, active buyers, spend per buyer and take rate. Some amounts in this release may not total due to rounding. All percentages have been calculated using unrounded amounts.

We define each of our non-GAAP measures of financial performance, as the respective GAAP balances shown in the above tables, adjusted for, as applicable, depreciation and amortization, share-based compensation expenses, contingent consideration revaluation, acquisition related costs and other,  income taxes, amortization of discount and issuance costs of convertible note, financial (income) expenses, net. Non-GAAP Gross Profit Margin represents Non-GAAP Gross Profit expressed as a percentage of revenue. We define non-GAAP net income (loss) per share as non-GAAP net income (loss) divided by GAAP weighted-average number of ordinary shares basic and diluted.

We define GMV or Gross Merchandise Value as the total value of transactions ordered through our platform, excluding value added tax, goods and services tax, service chargebacks and refunds. Active buyers on any given date is defined as buyers who have ordered a Gig or other services on our platform within the last 12-month period, irrespective of cancellations. Spend per buyer on any given date is calculated by dividing our GMV within the last 12-month period by the number of active buyers as of such date. Take rate is revenue for any such period divided by GMV for the same period.

Management and our board of directors use these metrics as supplemental measures of our performance that is not required by, or presented in accordance with GAAP because they assist us in comparing our operating performance on a consistent basis, as they remove the impact of items not directly resulting from our core operations. We also use these metrics for planning purposes, including the preparation of our internal annual operating budget and financial projections, to evaluate the performance and effectiveness of our strategic initiatives and capital expenditures and to evaluate our capacity to expand our business.

Adjusted EBITDA, Adjusted EBITDA margin, Non-GAAP gross profit, Non-GAAP gross margin, Non-GAAP operating expenses, Non-GAAP net income (loss) and Non-GAAP net income (loss) per share as well as operating metrics, including GMV, active buyers, spend per buyer and take rate should not be considered in isolation, as an alternative to, or superior to net loss, revenue, cash flows or other performance measure derived in accordance with GAAP. These metrics are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Management believes that the presentation of non-GAAP metrics is an appropriate measure of operating performance because they eliminate the impact of expenses that do not relate directly to the performance of our underlying business.

These non-GAAP metrics should not be construed as an inference that our future results will be unaffected by unusual or other items. Additionally, Adjusted EBITDA and other non-GAAP metrics used herein are not intended to be a measure of free cash flow for management's discretionary use, as they do not reflect our tax payments and certain other cash costs that may recur in the future, including, among other things, cash requirements for costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using Adjusted EBITDA and other non-GAAP metrics as supplemental measures of our performance. Our measure of Adjusted EBITDA and other non-GAAP metrics used herein is not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.


See the tables above regarding reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.

We are not able to provide a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin guidance for the second quarter of 2023 and the fiscal year ending December 31, 2023, and long term to net loss, the comparable GAAP measure, because certain items that are excluded from Adjusted EBITDA and Adjusted EBITDA margin cannot be reasonably predicted or are not in our control. In particular, we are unable to forecast the timing or magnitude of share based compensation, amortization of intangible assets, impairment of intangible assets, income or loss on revaluation of contingent consideration, other acquisition-related costs, convertible notes amortization of discount and issuance costs and exchange rate income or loss, as applicable without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, GAAP measures in the future.

Forward Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our expected financial performance and operational performance for the second quarter of 2023, the fiscal year ending December 31, 2023, our long term Adjusted EBITDA margin goals, our expected future Adjusted EBITDA margin, our business plans and strategy, our expectations regarding AI services and developments, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: our ability to successfully implement our business plan within adverse economic conditions that may impact the demand for our services or have a material adverse impact on our business, financial condition and results of operations; our ability to attract and retain a large community of buyers and freelancers; our ability to achieve profitability; our ability to maintain and enhance our brand; our dependence on the continued growth and expansion of the market for freelancers and the services they offer; our dependence on traffic to our website; our ability to maintain user engagement on our website and to maintain and improve the quality of our platform; our operations within a competitive market; our ability and the ability of third parties to protect our users’ personal or other data from a security breach and to comply with laws and regulations relating to data privacy, data protection and cybersecurity; our ability to manage our current and potential future growth; our dependence on decisions and developments in the mobile device industry, over which we do not have control; our ability to detect errors, defects or disruptions in our platform; our ability to comply with the terms of underlying licenses of open source software components on our platform; our ability to expand into markets outside the United States and our ability to manage the business and economic risks of international expansion and operations; our ability to achieve desired operating margins; our ability to comply with a wide variety of U.S. and international laws and regulations; our ability to attract, recruit, retain and develop qualified employees; our reliance on Amazon Web Services; our ability to mitigate payment and fraud risks; our dependence on relationships with payment partners, banks and disbursement partners; and the other important factors discussed under the caption “Risk Factors” in our annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2023, as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. In addition, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements that we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.