FVRR Fiverr International Ltd

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 July 2024

 

Commission File Number: 001-38929

 

Fiverr International Ltd.

(Translation of registrant’s name into English)

 

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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 July 31, 2024, Fiverr International Ltd. will hold a conference call regarding its unaudited financial results for the second quarter ended June 30, 2024.  A copy of the related press release is furnished as Exhibit 99.1 hereto.

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.

 

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Exhibit 99.1

Fiverr Announces Second Quarter 2024 Results

“It has been an incredible past six months at Fiverr on many fronts as we navigated the dynamic macro environment and delivered profitable growth through executional excellence and focused operational discipline. In addition, we also made remarkable strides in our product evolution with the introduction of profession-based catalog and hourly contracts,” said Micha Kaufman, founder and CEO of Fiverr. “With these offerings, we look forward to becoming a more substantial partner with businesses of all sizes, for their need to engage with the flexible workforce, and significantly expand our direct addressable market. We also continue to be at the forefront of AI technology as we deepen the integration of Neo across search and order experiences on Fiverr. I’m very excited for what is still to come as we continue to innovate towards the future of work.”

 "We delivered solid results for Q2 and reiterated our full year guidance. While the SMB and freelancer hiring space remain volatile, we continue to execute with consistency and efficiency. At the same time, we are expanding our product portfolio through both organic and inorganic investments to create additional growth catalysts,” said Ofer Katz, President and CFO of Fiverr. “ We also aim to optimize our capital allocation strategy to deliver shareholder value. With strong free cash flow generation and a strong balance sheet to support capital return programs, we are paving a measurable and tangible path for steady growth in free cash flow for the next three years.”

 
Second Quarter 2024 Financial Highlights

 

Financial Outlook

Our Q3’24 outlook and updated full year 2024 guidance reflects the recent trends on our marketplace.

Conference Call and Webcast Details

Fiverr’s management will host a conference call to discuss its financial results on Wednesday, July 31, 2024, 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.

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 X, Instagram, and Facebook.

Investor Relations:

Jinjin Qian

Press:
Siobhan Aalders

Source: Fiverr International Ltd.

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.

		June 30,				December 31,
		2024				2023
		(Unaudited)				(Audited)
Assets
Current assets:
Cash and cash equivalents		$	188,729			$	183,674
Marketable securities			182,609				147,806
User funds			156,294				151,602
Bank deposits			115,862				85,893
Restricted deposit			1,203				1,284
Other receivables			29,366				24,217
Total current assets			674,063				594,476
Long-term assets:
Marketable securities			216,911				328,332
Property and equipment, net			4,526				4,735
Operating lease right of use asset			6,393				6,720
Intangible assets, net			13,755				10,722
Goodwill			81,992				77,270
Other non-current assets			1,254				1,349
Total long-term assets			324,831				429,128
TOTAL ASSETS		$	998,894			$	1,023,604
Liabilities and Shareholders' Equity
Current liabilities:
Trade payables		$	5,368			$	5,494
User accounts			145,494				142,203
Deferred revenue			12,165				11,047
Other account payables and accrued expenses			47,074				44,110
Operating lease liabilities			2,575				2,571
Total current liabilities			212,676				205,425
Long-term liabilities:
Convertible notes			456,580				455,305
Operating lease liabilities			3,882				4,482
Other non-current liabilities			4,111				2,618
Total long-term liabilities			464,573				462,405
TOTAL LIABILITIES		$	677,249			$	667,830
Shareholders' equity:
Share capital and additional paid-in capital			681,887				640,846
Accumulated deficit			(357,404	)			(284,358	)
Accumulated other comprehensive income (loss)			(2,838	)			(714	)
Total shareholders' equity			321,645				355,774
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	998,894			$	1,023,604

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2024				2023				2024				2023
		(Unaudited)								(Unaudited)
Revenue		$	94,663			$	89,385			$	188,187			$	177,341
Cost of revenue			16,024				15,632				31,472				31,298
Gross profit			78,639				73,753				156,715				146,043
Operating expenses:
Research and development			21,855				23,289				45,488				45,176
Sales and marketing			41,324				38,870				83,476				80,920
General and administrative			17,764				15,604				34,215				31,103
Total operating expenses			80,943				77,763				163,179				157,199
Operating loss			(2,304	)			(4,010	)			(6,464	)			(11,156	)
Financial income, net			8,502				4,487				15,163				7,571
Income (loss) before income taxes			6,198				477				8,699				(3,585	)
Income taxes			(2,931	)			(250	)			(4,644	)			(460	)
Net income (loss) attributable to ordinary shareholders		$	3,267			$	227			$	4,055			$	(4,045	)
Basic net income (loss) per share attributable to ordinary shareholders		$	0.09			$	0.01			$	0.11			$	(0.11	)
Basic weighted average ordinary shares			38,089,060				37,906,971				38,422,605				37,677,180
Diluted net income (loss) per share attributable to ordinary shareholders		$	0.08			$	0.01			$	0.10			$	(0.11	)
Diluted weighted average ordinary shares			38,755,863				41,192,132				39,180,421				37,677,180

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2024				2023				2024				2023
		(Unaudited)								(Unaudited)
Operating Activities
Net income (loss)		$	3,267			$	227			$	4,055			$	(4,045	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			1,606				1,654				2,756				3,379
Exchange rate fluctuations and other items, net			55				(95	)			166				(6	)
Amortization of premium and accretion of discount of marketable securities, net			(1,154	)			378				(2,248	)			1,234
Amortization of discount and issuance costs of convertible notes			638				635				1,275				1,269
Shared-based compensation			18,438				17,630				37,458				34,349
Changes in assets and liabilities:
User funds			6,928				1,950				(4,692	)			(13,956	)
Operating lease ROU assets and liabilities			(177	)			(164	)			(275	)			(412	)
Other receivables			(2,197	)			(1,773	)			(5,173	)			(2,747	)
Trade payables			248				(2,569	)			(580	)			(6,354	)
Deferred revenue			(777	)			(788	)			1,118				831
User accounts			(6,632	)			(1,608	)			3,291				13,355
Account payable, accrued expenses and other			(131	)			3,141				4,134				4,699
Non-current liabilities			859				117				882				642
Net cash provided by operating activities			20,971				18,735				42,167				32,238
Investing Activities
Investment in marketable securities			-				(118,450	)			(30,734	)			(181,008	)
Proceeds from maturities of marketable securities			68,512				108,621				108,597				162,921
Investment in short-term bank deposits			(9,000	)			-				(36,238	)			-
Proceeds from short-term bank deposits			2,974				58,781				6,351				58,751
Acquisition of business, net of cash acquired			(9,163	)			-				(9,163	)			-
Purchase of property and equipment			(309	)			(367	)			(687	)			(695	)
Capitalization of internal-use software and other			-				(8	)			(20	)			(13	)
Net cash provided by investing activities			53,014				48,577				38,106				39,956
Financing Activities
Repurchases of common stock			(77,101	)			-				(77,101	)			-
Proceeds from exercise of share options			1,388				433				1,830				2,183
Tax withholding in connection with employees' options exercises and vested RSUs			441				(387	)			220				(56	)
Net cash provided by (used in) financing activities			(75,272	)			46				(75,051	)			2,127
Effect of exchange rate fluctuations on cash and cash equivalents			(58	)			100				(167	)			37
Increase (decrease) in cash, cash equivalents and restricted cash			(1,345	)			67,458				5,055				74,358
Cash, cash equivalents and restricted cash at the beginning of period			190,074				94,789				183,674				87,889
Cash and cash equivalents at the end of period		$	188,729			$	162,247			$	188,729			$	162,247

KEY PERFORMANCE METRICS

		Twelve Months Ended June 30,
		2024				2023
Annual active buyers (in thousands)			3,888				4,222
Annual spend per buyer ($)			290				265

RECONCILIATION OF GAAP TO NON-GAAP GROSS PROFIT

(In thousands, except gross margin data)

		Q2'23				Q3'23				Q4'23				Q1'24				Q2'24				FY 2022				FY 2023
										(Unaudited)												(Unaudited)				(Unaudited)
GAAP gross profit		$	73,753			$	77,457			$	76,029			$	78,076			$	78,639			$	271,418			$	299,529
Add:
Share-based compensation			619				632				633				678				499				2,520				2,497
Depreciation and amortization			885				731				709				613				791				6,065				3,253
Non-GAAP gross profit		$	75,257			$	78,820			$	77,371			$	79,367			$	79,929			$	280,003			$	305,279
Non-GAAP gross margin			84.2	%			85.2	%			84.6	%			84.9	%			84.4	%			83.0	%			84.5	%

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME AND NET INCOME PER SHARE

(In thousands, except share and per share data)

		Q2'23				Q3'23				Q4'23				Q1'24				Q2'24				FY 2022				FY 2023
										(Unaudited)												(Unaudited)				(Unaudited)
GAAP net income (loss) attributable to ordinary shareholders		$	227			$	3,025			$	4,701			$	788			$	3,267			$	(71,487	)		$	3,681
Add:
Depreciation and amortization			1,654				1,321				1,287				1,150				1,606				10,185				5,987
Share-based compensation			17,630				17,557				16,792				19,020				18,438				71,755				68,698
Impairment of intangible assets			-				-				-				-				-				27,629				-
Contingent consideration revaluation, acquisition related costs and other			-				-				(359	)			9				109				(10,613	)			(359	)
Convertible notes amortization of discount and issuance costs			635				635				637				637				638				2,527				2,541
Taxes on income related to non-GAAP adjustments			-				-				-				-				(71	)			-				-
Exchange rate (gain)/loss, net			(108	)			98				42				128				(156	)			(1,141	)			(131	)
Non-GAAP net income		$	20,038			$	22,636			$	23,100			$	21,732			$	23,831			$	28,855			$	80,417
Weighted average number of ordinary shares - basic			37,906,971				38,164,996				38,501,155				38,756,151				38,089,060				36,856,140				38,066,203
Non-GAAP basic net income per share attributable to ordinary shareholders		$	0.53			$	0.59			$	0.60			$	0.56			$	0.63			$	0.78			$	2.11
Weighted average number of ordinary shares - diluted			41,192,132				41,389,621				41,440,827				41,758,840				40,909,724				40,662,057				41,304,907
Non-GAAP diluted net income per share attributable to ordinary shareholders		$	0.49			$	0.55			$	0.56			$	0.52			$	0.58			$	0.71			$	1.95

RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA

(In thousands, except Adjusted EBITDA margin data)

		Q2'23				Q3'23				Q4'23				Q1'24				Q2'24				FY 2022				FY 2023
										(Unaudited)												(Unaudited)				(Unaudited)
GAAP net income (loss)		$	227			$	3,025			$	4,701			$	788			$	3,267			$	(71,487	)		$	3,681
Add:
Financial expenses (income), net			(4,487	)			(5,678	)			(6,914	)			(6,661	)			(8,502	)			(3,624	)			(20,163	)
Income taxes			250				308				605				1,713				2,931				577				1,373
Depreciation and amortization			1,654				1,321				1,287				1,150				1,606				10,185				5,987
Share-based compensation			17,630				17,557				16,792				19,020				18,438				71,755				68,698
Impairment of intangible assets			-				-				-				-				-				27,629				-
Contingent consideration revaluation, acquisition related costs and other			-				-				(359	)			9				109				(10,613	)			(359	)
Adjusted EBITDA		$	15,274			$	16,533			$	16,112			$	16,019			$	17,849			$	24,422			$	59,217
Adjusted EBITDA margin			17.1	%			17.9	%			17.6	%			17.1	%			18.9	%			7.2	%			16.4	%

RECONCILIATION OF GAAP TO NON-GAAP OPERATING EXPENSES

(In thousands)

		Q2'23				Q3'23				Q4'23				Q1'24				Q2'24				FY 2022				FY 2023
										(Unaudited)												(Unaudited)				(Unaudited)
GAAP research and development		$	23,289			$	23,490			$	22,054			$	23,633			$	21,855			$	92,563			$	90,720
Less:
Share-based compensation			6,463				6,227				5,836				6,836				5,897				23,828				24,310
Depreciation and amortization			203				196				191				201				193				801				799
Non-GAAP research and development		$	16,623			$	17,067			$	16,027			$	16,596			$	15,765			$	67,934			$	65,611
GAAP sales and marketing		$	38,870			$	40,521			$	39,767			$	42,152			$	41,324			$	174,599			$	161,208
Less:
Share-based compensation			3,477				3,392				3,166				3,436				3,389				17,196				13,304
Depreciation and amortization			476				314				309				264				553				2,889				1,601
Acquisition related costs			-				-				-				-				-				(24	)			-
Non-GAAP sales and marketing		$	34,917			$	36,815			$	36,292			$	38,452			$	37,382			$	154,538			$	146,303
GAAP general and administrative		$	15,604			$	15,791			$	15,816			$	16,451			$	17,764			$	51,161			$	62,710
Less:
Share-based compensation			7,071				7,306				7,157				8,070				8,653				28,211				28,587
Depreciation and amortization			90				80				78				72				69				430				334
Contingent consideration revaluation, acquisition related costs and other			-				-				(359	)			9				109				(10,589	)			(359	)
Non-GAAP general and administrative		$	8,443			$	8,405			$	8,940			$	8,300			$	8,933			$	33,109			$	34,148

RECONCILIATION OF GAAP CASH FROM OPERATING ACTIVITIES TO FREE CASH FLOW

(In thousands)

		Q2'23				Q3'23				Q4'23				Q1'24				Q2'24				FY 2022				FY 2023
										(Unaudited)												(Unaudited)				(Unaudited)
Net cash provided by operating activities		$	18,735			$	23,399			$	27,549			$	21,196			$	20,971			$	30,112			$	83,186
Purchase of property and equipment			(367	)			(223	)			(135	)			(378	)			(309	)			(1,198	)			(1,053	)
Capitalization of internal-use software			(8	)			(44	)			(3	)			(20	)			-				(1,000	)			(60	)
Free cash flow		$	18,360			$	23,132			$	27,411			$	20,798			$	20,662			$	27,914			$	82,073

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 use free cash flow as a liquidity measure and define it as a net cash provided by operating activities less capital expenditures.

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 certain 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. In addition, we believe that free cash flow, which we use as a liquidity measure, is useful in evaluating our business because free cash flow reflects the cash surplus available or used to fund the expansion of our business after the payment of capital expenditures relating to the necessary components of ongoing operations. Capital expenditures consist primarily of property and equipment purchases and capitalized software costs.

Free cash flow should not be used as an alternative to, or superior to, cash from operating activities.  In addition, 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 income (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, free cash flow 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.

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 including our long term free cash flow per share expectations, our business plans and strategy, our expectations regarding the integration of AutoDS, the growth of our business, AI services and developments, our product portfolio, our stock repurchase plan and expected shareholder value, our customer relationships and experiences, 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: risks related to the acquistion of AutoDS and our ability to successfully integrate AutoDS into our business, political, economic and military instability in Israel, including related to the war in Israel; 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 generate sufficient revenue to achieve or maintain 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 February 22, 2024, 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.

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