Press release

Fiverr Announces Fourth Quarter and Full Year 2019 Results

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Fiverr International Ltd. (NYSE: FVRR), the company that is changing how the world works together, today reported financial results for the fourth quarter and full year ended December 31, 2019. Complete operating results and management commentary can be found by accessing the Company’s shareholder letter posted to its investor relations website at investors.fiverr.com.

“2019 was a landmark year for Fiverr as we completed a successful IPO, expanded the Fiverr ecosystem with new products, increased our international reach, and most importantly, continued our extraordinary growth momentum and march towards profitability,” said Fiverr CEO Micha Kaufman. “As global businesses continue to embrace the digital workforce as part of their growth strategy, we believe our Service-as-a-Product model and unique product offerings are helping to accelerate that change.”

Ofer Katz, Fiverr CFO, added, “The fourth quarter marked another quarter of growth across all of our key metrics driven by consistent cohort behavior and improved marketing efficiency. Fiverr’s strong growth across all metrics proves our strategy of going upmarket, product innovation and pursuing investments across the globe are succeeding and we look forward to another great year ahead.”

Fourth Quarter 2019 Financial Highlights

  • Revenue in the fourth quarter of 2019 was $29.5 million, an increase of 43% year over year.
  • Active buyers as of December 31, 2019 grew to 2.4 million, compared to 2.0 million as of December 31, 2018, an increase of 17% year over year.
  • Spend per buyer as of December 31, 2019 reached $170, compared to $145 as of December 31, 2018, an increase of 17% year over year.
  • Take rate for the year ended December 31, 2019 was 26.7%, up from 25.7% for the year ended December 31, 2018, an increase of 100 basis points year over year.
  • GAAP gross margin in the fourth quarter of 2019 was 79.3%, a decrease of 130 basis points from 80.6% in the fourth quarter of 2018. Non-GAAP gross margin in the fourth quarter of 2019 was 80.8%, a decrease of 130 basis points from 82.1% in the fourth quarter of 2018.
  • GAAP net loss in the fourth quarter of 2019 was ($7.4) million, or ($0.23) per share, compared to ($5.9) million, or ($0.84) per share, in the fourth quarter of 2018. Non-GAAP net loss in the fourth quarter of 2019 was ($2.7) million, or ($0.08) per share, compared to ($3.9) million, or ($0.16) per share, in the fourth quarter of 2018.
  • Adjusted EBITDA1 in the fourth quarter of 2019 improved to ($3.3) million, compared to ($4.1) million in the fourth quarter of 2018. Adjusted EBITDA margin was (11.3%) in the fourth quarter of 2019, an improvement of 840 basis points from (19.7%) in the fourth quarter of 2018.

Full Year 2019 Financial Highlights

  • Revenue in 2019 was $107.1 million, an increase of 42% from 2018.
  • Active buyers as of December 31, 2019 grew to 2.4 million, compared to 2.0 million as of December 31, 2018, an increase of 17% year over year.
  • Spend per buyer as of December 31, 2019 reached $170, compared to $145 as of December 31, 2018, an increase of 17% year over year.
  • Take rate for the year ended December 31, 2019 was 26.7%, compared to 25.7% for the year ended December 31, 2018, an increase of 100 basis points year over year.
  • GAAP gross margin in 2019 was 79.2%, a decrease of 10 basis points from 79.3% in 2018. Non-GAAP gross margin in 2019 was 81.0%, an increase of 20 basis points from 80.8% in 2018.
  • GAAP net loss in 2019 was ($33.5) million, or ($1.67) per share, compared to ($36.1) million, or ($5.42) per share, in 2018. Non-GAAP net loss in 2019 was ($16.8) million, or ($0.58) per share, compared to ($20.6) million, or ($0.89) per share, in 2018.
  • Adjusted EBITDA in 2019 improved to ($18.0) million, compared to ($21.0) million in 2018. Adjusted EBITDA margin was (16.8%) in 2019, an improvement of 1,100 basis points from (27.8%) in 2018.

Recent Business Highlights

  • Enhanced our comprehensive product ecosystem through constant innovation, with Fiverr Logo Maker the latest addition to our product family
  • Completed significant infrastructure upgrades to support extensive multilingual capabilities and successfully launched our localized websites in German and Spanish
  • Expanded our Service-as-a-Product catalog with over 100 new categories and 7 new industry stores introduced in 2019

Financial Outlook

Our initial outlook for 2020 reflects continued growth and momentum of our business while making continued progress toward profitability. During 2020 we intend to continue to grow our buyer base, move upmarket, launch new categories and industry stores, innovate with new products and services, and further expand to new geographies and languages.

 

Q1 2020

FY 2020

Revenue

$32.0 – $33.0 million

 

$139 -$141 million

Year over year growth

35% – 39%

 

30% – 32%

Adjusted EBITDA

($5.5) – ($4.5) million

 

($15.0) – ($13.0) million

1Adjusted EBITDA is a non-GAAP financial measure. See “Key Performance Metrics and Non-GAAP Financial Measure” for additional information regarding this and other non-GAAP metrics used in this release.

Conference Call and Webcast Details

Fiverr will host a conference call to discuss its financial results on Wednesday, February 19, 2020 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. Investors and analysts can participate in the conference call by dialing (866) 360-3590, or (412) 317-5278 for callers outside the United States, and mention the passcode, “Fiverr.” A telephonic replay of the conference call will be available until Wednesday, February 26, 2020, beginning one hour after the end of the conference call. To listen to the replay please dial (877) 344-7529, or (412) 317-0088 for callers outside the United States, and enter replay code 10138270.

About Fiverr

Fiverr’s mission is to change how the world works together. The Fiverr platform connects businesses of all sizes with skilled freelancers offering digital services in more than 300 categories, across 8 verticals including graphic design, digital marketing, programming, video and animation. In 2019, over 2.4 million customers bought a wide range of services from freelancers working in over 160 countries. We invite you to visit us at fiverr.com, read our blog and follow us on Facebook, Twitter and Instagram.

CONSOLIDATED BALANCE SHEETS

(In thousands)

 

December 31,

December 31,

2019

2018

(Unaudited)

(Audited)

Assets
Current assets:
Cash and cash equivalents

$

24,171

 

$

55,955

 

User funds

 

55,945

 

 

39,736

 

Bank deposits

 

15,000

 

 

 

Restricted deposit

 

324

 

 

327

 

Marketable securities

 

88,559

 

 

 

Other receivables

 

3,117

 

 

776

 

Total current assets

 

187,116

 

 

96,794

 

 
Marketable securities

 

21,805

 

 

 

Property and equipment, net

 

5,321

 

 

5,143

 

Intangible assets, net

 

7,188

 

 

4,065

 

Goodwill

 

11,240

 

 

1,381

 

Restricted deposit

 

3,168

 

 

3,191

 

Other non-current assets

 

522

 

 

456

 

 
Total assets

$

236,360

 

$

111,030

 

 
Liabilities and Shareholders’ Equity
Current liabilities:
Trade payables

$

3,749

 

$

3,364

 

User accounts

 

53,013

 

 

39,736

 

Deferred revenue

 

3,248

 

 

 

Other account payables and accrued expenses

 

21,426

 

 

10,231

 

Current maturities of long-term loan

 

503

 

 

445

 

Total current liabilities

 

81,939

 

 

53,776

 

 
Long-term loan and other non-current liabilities

 

5,612

 

 

3,280

 

 
Total liabilities

 

87,551

 

 

57,056

 

 
Shareholders’ equity:
Share capital and additional paid-in capital

 

306,334

 

 

178,164

 

Accumulated deficit

 

(157,763

)

 

(123,592

)

Accumulated other comprehensive income (loss)

 

238

 

 

(598

)

Total shareholders’ equity

 

148,809

 

 

53,974

 

Total liabilities and shareholders’ equity

$

236,360

 

$

111,030

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except loss per share data)

 

Three Months Ended

Year Ended

December 31,

December 31,

2019

2018

2019

2018

(Unaudited)

(Unaudited)

(Audited)

Revenue

$

29,531

 

$

20,705

 

$

107,073

 

$

75,503

 

Cost of revenue

 

6,120

 

 

4,018

 

 

22,224

 

 

15,621

 

Gross profit

 

23,411

 

 

16,687

 

 

84,849

 

 

59,882

 

 
Operating expenses:
Research and development

 

9,322

 

 

6,855

 

 

34,483

 

 

26,035

 

Sales and marketing

 

15,663

 

 

11,681

 

 

62,750

 

 

49,720

 

General and administrative

 

6,495

 

 

4,233

 

 

22,366

 

 

20,596

 

Total operating expenses

 

31,480

 

 

22,769

 

 

119,599

 

 

96,351

 

Operating loss

 

(8,069

)

 

(6,082

)

 

(34,750

)

 

(36,469

)

Financial income, net

 

684

 

 

199

 

 

1,371

 

 

408

 

Loss before income taxes

 

(7,385

)

 

(5,883

)

 

(33,379

)

 

(36,061

)

Income taxes

 

(54

)

 

 

 

(160

)

 

 

Net loss

$

(7,439

)

$

(5,883

)

$

(33,539

)

$

(36,061

)

Deemed dividend to protected ordinary shareholders

 

 

 

 

 

(632

)

 

 

Net loss attributable to ordinary shareholders

$

(7,439

)

$

(5,883

)

$

(34,171

)

$

(36,061

)

Basic and diluted net loss per share attributable to ordinary shareholders

$

(0.23

)

$

(0.84

)

$

(1.67

)

$

(5.42

)

Basic and diluted weighted average ordinary shares

 

31,900

 

 

7,017

 

 

20,504

 

 

6,648

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

Three Months Ended

Year Ended

December 31,

December 31,

2019

2018

2019

2018

(Unaudited)

(Unaudited)

(Audited)

Operating Activities
Net loss

$

(7,439

)

$

(5,883

)

$

(33,539

)

$

(36,061

)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization

 

893

 

 

609

 

 

3,571

 

 

2,250

 

Amortization of discount on marketable securities

 

(430

)

 

 

 

(988

)

 

 

Shared-based compensation

 

2,337

 

 

1,293

 

 

8,899

 

 

11,648

 

Loss from disposal of property plant and equipment, net

 

 

 

26

 

 

 

 

26

 

Net loss (gain) from exchange rate fluctuations

 

(67

)

 

(101

)

 

65

 

 

(77

)

Changes in assets and liabilities:
User funds

 

(1,245

)

 

(39,736

)

 

(16,209

)

 

(39,736

)

Other receivables

 

(232

)

 

546

 

 

(1,583

)

 

(143

)

Trade payables

 

1,750

 

 

(211

)

 

240

 

 

808

 

User accounts

 

(1,687

)

 

(953

)

 

13,277

 

 

7,542

 

Deferred revenue

 

3,248

 

 

 

 

3,248

 

 

 

Other account payables and accrued expenses

 

(372

)

 

(80

)

 

8,677

 

 

1,937

 

Non-current liabilities

 

336

 

 

(64

)

 

398

 

 

130

 

Net cash used in operating activities

 

(2,908

)

 

(44,554

)

 

(13,944

)

 

(51,676

)

 
Investing Activities
Acquisition of business, net of cash acquired

 

 

 

 

 

(9,967

)

 

(2,676

)

Purchase of property and equipment

 

(181

)

 

(160

)

 

(1,016

)

 

(767

)

Capitalization of internal-use software

 

(216

)

 

(184

)

 

(739

)

 

(830

)

Other receivables and non-current assets

 

(29

)

 

(27

)

 

(40

)

 

(142

)

Bank deposits

 

5,000

 

 

30,000

 

 

(15,000

)

 

30,000

 

Restricted deposit

 

 

 

542

 

 

 

 

482

 

Investment in marketable securities

 

(69,954

)

 

 

 

(214,306

)

 

 

Proceeds from sale of marketable securities

 

69,993

 

 

 

 

104,990

 

 

 

Net cash provided by (used in) investing activities

 

4,613

 

 

30,171

 

 

(136,078

)

 

26,067

 

 
Financing Activities
Proceeds from exercise of options

 

200

 

 

570

 

 

773

 

 

1,240

 

Proceeds from initial public offering, net

 

(452

)

 

 

 

113,350

 

 

 

Proceeds from issuance of protected ordinary shares, net

 

 

 

53,069

 

 

4,340

 

 

53,069

 

Repayment of long-term loan

 

(123

)

 

(94

)

 

(470

)

 

(421

)

Net cash provided by (used in) financing activities

 

(375

)

 

53,545

 

 

117,993

 

 

53,888

 

 
Effect of exchange rate fluctuations on cash and cash equivalents

 

100

 

 

(23

)

 

245

 

 

(190

)

 
Increase (decrease) in cash and cash equivalents

 

1,430

 

 

39,139

 

 

(31,784

)

 

28,089

 

Cash and cash equivalents at the beginning of period

 

22,741

 

 

16,816

 

 

55,955

 

 

27,866

 

Cash and cash equivalents at the end of period

$

24,171

 

$

55,955

 

$

24,171

 

$

55,955

 

KEY PERFORMANCE METRICS

(Unaudited)

 

Year Ended

December 31,

2019

2018

(Unaudited)

Annual active buyers (in thousands)

 

2,352

 

2,019

Annual spend per buyer ($)

$

170

$

145

RECONCILIATION OF GAAP TO NON-GAAP GROSS PROFIT

(In thousands, except gross margin data)

 

Three Months Ended

Year Ended

December 31,

December 31,

2019

2018

2019

2018

(Unaudited)

(Unaudited)

GAAP gross profit

$

23,411

 

$

16,687

 

$

84,849

 

$

59,882

 

Add:
Share-based compensation

 

49

 

 

5

 

 

142

 

 

12

 

Depreciation and amortization

 

393

 

 

308

 

 

1,728

 

 

1,119

 

Non-GAAP gross profit

$

23,853

 

$

17,000

 

$

86,719

 

$

61,013

 

Non-GAAP gross margin

 

80.8

%

 

82.1

%

 

81.0

%

 

80.8

%

RECONCILIATION OF GAAP TO NON-GAAP NET LOSS AND NET LOSS PER SHARE

(In thousands, except loss per share data)

 

Three Months Ended

Year Ended

December 31,

December 31,

2019

2018

2019

2018

(Unaudited)

(Unaudited)

GAAP net loss attributable to ordinary shareholders

$

(7,439

)

$

(5,883

)

$

(34,171

)

$

(36,061

)

Add:
Deemed dividend to protected ordinary shareholders

 

 

 

 

 

632

 

 

 

Depreciation and amortization

 

893

 

 

609

 

 

3,571

 

 

2,250

 

Share-based compensation

 

2,337

 

 

1,293

 

 

8,899

 

 

11,648

 

Other initial public offering related expenses

 

 

 

 

 

416

 

 

 

Contingent consideration revaluation and acquisition related costs

 

1,509

 

 

96

 

 

3,873

 

 

1,564

 

Non-GAAP net loss

$

(2,700

)

$

(3,885

)

$

(16,780

)

$

(20,599

)

GAAP weighted average number of ordinary shares outstanding – basic and diluted

 

31,900

 

 

7,017

 

 

20,504

 

 

6,648

 

Add:
Additional weighted average shares giving effect to exchange of protected ordinary shares at the beginning of the period

 

 

 

17,520

 

 

8,597

 

 

16,483

 

Non-GAAP basic and diluted weighted average ordinary shares

 

31,900

 

 

24,537

 

 

29,101

 

 

23,131

 

Non-GAAP basic and diluted net loss per share attributable to ordinary shareholders

$

(0.08

)

$

(0.16

)

$

(0.58

)

$

(0.89

)

Note: Non-GAAP basic and diluted net loss per ordinary share for the year ended December 31, 2019 were calculated based on ordinary shares outstanding after accounting for the exchange of Fiverr’s then outstanding protected ordinary shares into 18.7 million ordinary shares as though such event had occurred at the beginning of the periods. In the same calculation for the three months and year ended December 31, 2018, we accounted for the exchange of Fiverr’s then outstanding protected ordinary shares into 17.5 and 16.5 million ordinary shares, respectively, at the beginning of the periods.

RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA

(in thousands, except adjusted EBITDA margin data)

 

Three Months Ended

Year Ended

December 31,

December 31,

2019

2018

2019

2018

(Unaudited)

(Unaudited)

GAAP net loss

$

(7,439

)

$

(5,883

)

$

(33,539

)

$

(36,061

)

Add:
Financial income, net

 

(684

)

 

(199

)

 

(1,371

)

 

(408

)

Income taxes

 

54

 

 

 

 

160

 

 

 

Depreciation and amortization

 

893

 

 

609

 

 

3,571

 

 

2,250

 

Share-based compensation

 

2,337

 

 

1,293

 

 

8,899

 

 

11,648

 

Other initial public offering related expenses

 

 

 

 

 

416

 

 

 

Contingent consideration revaluation and acquisition related costs

 

1,509

 

 

96

 

 

3,873

 

 

1,564

 

Adjusted EBITDA

$

(3,330

)

$

(4,084

)

$

(17,991

)

$

(21,007

)

Adjusted EBITDA margin

 

(11.3

%)

 

(19.7

%)

 

(16.8

%)

 

(27.8

%)

RECONCILIATION OF GAAP TO NON-GAAP OPERATING EXPENSES

(In thousands)

 

Three Months Ended

Year Ended

December 31,

December 31,

2019

2018

2019

2018

(Unaudited)

(Unaudited)

GAAP research and development

$

9,322

$

6,855

$

34,483

$

26,035

Less:
Share-based compensation

 

811

 

198

 

3,197

 

731

Depreciation and amortization

 

126

 

95

 

454

 

411

Acquisition related costs

 

 

48

 

106

 

750

Non-GAAP research and development

$

8,385

$

6,514

$

30,726

$

24,143

 
GAAP sales and marketing

$

15,663

$

11,681

$

62,750

$

49,720

Less:
Share-based compensation

 

488

 

126

 

1,853

 

1,480

Depreciation and amortization

 

325

 

155

 

1,212

 

555

Acquisition related costs

 

363

 

48

 

1,436

 

749

Non-GAAP sales and marketing

$

14,487

$

11,352

$

58,249

$

46,936

 
GAAP general and administrative

$

6,495

$

4,233

$

22,366

$

20,596

Less:
Share-based compensation

 

989

 

964

 

3,707

 

9,425

Depreciation and amortization

 

49

 

51

 

177

 

165

Other initial public offering related expenses

 

 

 

416

 

Contingent consideration revaluation and acquisition related costs

 

1,146

 

 

2,331

 

65

Non-GAAP general and administrative

$

4,311

$

3,218

$

15,735

$

10,941

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 loss and Non-GAAP net loss per share as well as operating metrics, including GMV, spend per buyer, active buyers and take rate. Some amounts in this release may not total due to rounding. All percentages have been calculated using unrounded amounts.

We define GMV or Gross Merchandise Value as the total value of transactions through our platforms, excluding value added tax, goods and services tax, service chargebacks and refunds. We define active buyers on any given date as buyers who have ordered a Gig on Fiverr 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 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 loss and Non-GAAP net loss per share as well as operating metrics, including GMV, spend per buyer, active buyers 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.

We are not able to provide a reconciliation of Adjusted EBITDA guidance for the first quarter of 2020 or the fiscal year 2020 to net loss, the comparable GAAP measure, because certain items that are excluded from Adjusted EBITDA 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, and gain or loss on revaluation of contingent consideration, as applicable without unreasonable efforts, and these items could significantly impact, either individually or in the aggregate, net loss in the future.

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

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 first quarter of 2020 and the fiscal year ended December 31, 2020, 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 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 ability to maintain user engagement on our website and to maintain and improve the quality of our platform; our dependence on the interoperability of our platform with mobile operating systems that we do not control; 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 consumer data privacy and data protection; 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; our ability to achieve desired operating margins; our compliance with a wide variety of U.S. and international laws and regulations; our ability to protect our intellectual property rights and to successfully halt the operations of copycat websites or misappropriation of data; 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; our dependence on our senior management and our ability to attract new talent; and the other important factors discussed under the caption “Risk Factors” in our final prospectus under Rule 424(b) filed with the U.S. Securities and Exchange Commission (“SEC”) on June 12, 2019 in connection with our initial public offering 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 its 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.