PTC Announces Fiscal Fourth Quarter 2019 Results; Provides

PTC Announces Fiscal Fourth Quarter 2019 Results; Provides Fiscal 2020 Outlook

For fiscal year ending September 30, 2020, the company expects:


*In millions except per share amounts*	GAAP	Non-GAAP⁽¹⁾
Revenue	$1,410-$1,510	$1,410-$1,510
Effective tax rate	20%	19%
Diluted shares outstanding	116	116
Diluted earnings per share	$0.59-$1.22	$1.95-$2.60

⁽¹⁾The FY’20 non-GAAP revenue and non-GAAP EPS guidance exclude the estimated items outlined in the table below, as well as any tax effects and discrete tax items (which are not known nor reflected).

*In millions*			FY’20

Restructuring charges			$25
Intangible asset amortization expense			$49
Stock-based compensation expense			$119
Total Estimated Pre-Tax GAAP adjustments			$193

Estimates for the effect of acquisition accounting on fair value of acquired deferred revenue, intangible amortization and acquisition-related charges related primarily to the Onshape acquisition are not reflected in the FY’20 revenue and EPS guidance table above.

PTC’s Fiscal Fourth Quarter Results Conference Call, Prepared Remarks and Data Tables
Prepared remarks and financial data tables have been posted to the Investor Relations section of our website at ptc.com. The Company will host a conference call to discuss results at 5:00 pm ET on Wednesday, October 23, 2019. To access the live webcast, please visit PTC’s Investor Relations website at investor.ptc.com at least 15 minutes before the scheduled start time to download any necessary audio or plug-in software. To participate in the live conference call, dial 773-799-3757 or 800-857-5592 and provide the passcode PTC. The call will be recorded, and a replay will be available for 10 days following the call by dialing 800-873-2012 and entering the passcode 9752. The archived webcast will also be available on PTC’s Investor Relations website.


PTC Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)


				Three Months Ended
				September 30,			September 30,			September 30,
					2019			2019			2018
				ASC 606			ASC 605			ASC 605

Revenue:
	Subscription license			$	84,936
	Subscription support & cloud services				97,641
Total Subscription					182,577		$	185,483		$	142,376
	Perpetual support				100,007			98,577			117,819
Total recurring revenue					282,584			284,060			260,195
	Perpetual license				9,347			8,530			27,030
Total software revenue					291,931			292,590			287,225
	Professional services				43,073			42,238			25,296
Total revenue ⁽¹⁾					335,004			334,828			312,521

Cost of revenue: ^{(2) (3)}
	Cost of software revenue				48,813			48,415			43,765
	Cost of professional services revenue				36,604			35,343			34,361
Total cost of revenue					85,417			83,758			78,126

Gross margin					249,587			251,070			234,395

Operating expenses: ⁽²⁾⁽³⁾
	Sales and marketing				101,307			111,701			109,198
	Research and development				64,113			64,113			62,396
	General and administrative				25,911			25,911			41,558
	Amortization of acquired intangible assets				6,055			6,055			7,784
	Restructuring and other charges, net				5,650			5,650			1,918
Total operating expenses					203,036			213,430			222,854

Operating income					46,551			37,640			11,541
	Other expense, net ⁽³⁾				(12,767	)		(12,790	)		(10,872	)
Income before income taxes					33,784			24,850			669
	Provision (benefit) for income taxes ⁽⁴⁾				23,958			40,794			(12,522	)
Net income (loss)				$	9,826		$	(15,944	)	$	13,191

Earnings (loss) per share:
	Basic			$	0.09		$	(0.14	)	$	0.11
			Weighted average shares outstanding		115,025			115,025			117,823

	Diluted			$	0.08		$	(0.14	)	$	0.11
			Weighted average shares outstanding		115,897			115,025			119,580


	(1	)	See supplemental financial data for revenue by license, support, and professional services.
	(2	)	See supplemental financial data for additional information about stock-based compensation.
	(3	)	Periods prior to 2019 reflect immaterial expense reclassifications in connection with the adoption of new pension accounting prescribed in Accounting Standards Update 2017-07.
	(4	)	Our tax provision for the fourth quarter of 2019 is based on estimates that are subject to final review.


PTC Inc.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)


				Twelve Months Ended
				September 30,			September 30,			September 30,
					2019			2019			2018
				ASC 606			ASC 605			ASC 605

Revenue:
	Subscription license			$	253,698
	Subscription support & cloud services				348,452
Total Subscription					602,150		$	667,597		$	482,027
	Perpetual support				415,248			411,030			496,826
Total recurring revenue					1,017,398			1,078,627			978,853
	Perpetual license				70,702			72,191			109,634
Total software revenue					1,088,100			1,150,818			1,088,487
	Professional services				167,531			160,676			153,337
Total revenue ⁽¹⁾					1,255,631			1,311,494			1,241,824

Cost of revenue: ⁽²⁾⁽³⁾
	Cost of software revenue				185,414			183,218			182,843
	Cost of professional services revenue				139,964			134,936			143,659
Total cost of revenue					325,378			318,154			326,502

Gross margin					930,253			993,340			915,322

Operating expenses: ⁽²⁾⁽³⁾
	Sales and marketing				417,449			441,958			414,764
	Research and development				246,888			246,888			249,786
	General and administrative				127,919			127,919			143,045
	Amortization of acquired intangible assets				23,841			23,841			31,350
	Restructuring and other charges, net				51,114			51,114			3,764
Total operating expenses					867,211			891,720			842,709

Operating income					63,042			101,620			72,613
	Other expense, net ⁽³⁾				(42,742	)		(42,916	)		(43,957	)
Income before income taxes					20,300			58,704			28,656
	Provision (benefit) for income taxes ⁽⁴⁾				47,760			55,725			(23,331	)
Net income (loss)				$	(27,460	)	$	2,979		$	51,987

Earnings (loss) per share:
	Basic			$	(0.23	)	$	0.03		$	0.45
			Weighted average shares outstanding		117,724			117,724			116,390

	Diluted			$	(0.23	)	$	0.03		$	0.44
			Weighted average shares outstanding		117,724			118,714			118,158


	(1	)	See supplemental financial data for revenue by license, support, and professional services.
	(2	)	See supplemental financial data for additional information about stock-based compensation.
	(3	)	Periods prior to 2019 reflect immaterial expense reclassifications in connection with the adoption of new pension accounting prescribed in Accounting Standards Update 2017-07.
	(4	)	Our tax provision for fiscal 2019 is based on estimates that are subject to final review. Our 2018 year-to-date tax rate includes a benefit of $12 million relating to the enactment of the Tax Cuts and Jobs Act.


PTC Inc.
SUPPLEMENTAL FINANCIAL DATA FOR REVENUE AND STOCK-BASED COMPENSATION
(in thousands)


Revenue by license, support and services is as follows:
		Three Months Ended
		September 30,		September 30,		September 30,
		2019		2019		2018
		ASC 606		ASC 605		ASC 605
License revenue ⁽¹⁾		$	94,283	$	173,514	$	152,675
Support and cloud services revenue			197,648		119,076		134,550
Professional services revenue			43,073		42,238		25,296
	Total revenue	$	335,004	$	334,828	$	312,521

		Twelve Months Ended
		September 30,		September 30,		September 30,
		2019		2019		2018
		ASC 606		ASC 605		ASC 605
License revenue ⁽¹⁾		$	324,400	$	666,770	$	529,265
Support and cloud services revenue			763,700		484,048		559,222
Professional services revenue			167,531		160,676		153,337
	Total revenue	$	1,255,631	$	1,311,494	$	1,241,824

	(1) Under ASC 605, we have classified all subscription revenue as license revenue.

The amounts in the income statement include stock-based compensation as follows:

		Three Months Ended
		September 30,		September 30,		September 30,
		2019		2019		2018
		ASC 606		ASC 605		ASC 605
Cost of software revenue		$	1,791	$	1,791	$	1,180
Cost of professional services revenue			1,361		1,361		2,233
Sales and marketing			6,912		6,912		10,066
Research and development			7,168		7,168		3,862
General and administrative			(2,440)		(2,440)		13,583
	Total stock-based compensation	$	14,792	$	14,792	$	30,924

		Twelve Months Ended
		September 30,		September 30,		September 30,
			2019		2019		2018
		ASC 606		ASC 605		ASC 605
Cost of software revenue		$	5,513	$	5,513	$	4,446
Cost of professional services revenue			6,426		6,426		7,079
Sales and marketing			32,026		32,026		24,893
Research and development			22,019		22,019		13,488
General and administrative			20,416		20,416		33,033
	Total stock-based compensation	$	86,400	$	86,400	$	82,939


PTC Inc.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS (UNAUDITED)
(in thousands, except per share data)

				Three Months Ended
				September 30,			September 30,			September 30,
					2019			2019			2018
				ASC 606			ASC 605			ASC 605

GAAP revenue				$	335,004		$	334,828		$	312,521
	Fair value adjustment of acquired deferred subscription revenue				-			-			75
	Fair value adjustment of acquired deferred services revenue				192			192			223
	Settlement adjustment - subscription revenue ⁽²⁾				-			-			(5,250	)
	Settlement adjustment - services revenue ⁽²⁾				-			-			14,546
Non-GAAP revenue				$	335,196		$	335,020		$	322,115

GAAP gross margin				$	249,587		$	251,070		$	234,395
	Fair value adjustment of acquired deferred revenue				192			192			298
	Settlement adjustment - revenue ⁽²⁾				-			-			9,296
	Fair value adjustment to deferred services cost				(88	)		(88	)		(91	)
	Stock-based compensation				3,152			3,152			3,413
	Amortization of acquired intangible assets included in cost of revenue				6,874			6,874			6,677
Non-GAAP gross margin				$	259,717		$	261,200		$	253,988

GAAP operating income				$	46,551		$	37,640		$	11,541
	Fair value adjustment of acquired deferred revenue				192			192			298
	Settlement adjustment - revenue ⁽²⁾				-			-			9,296
	Fair value adjustment to deferred services cost				(88	)		(88	)		(91	)
	Stock-based compensation				14,792			14,792			30,924
	Amortization of acquired intangible assets included in cost of revenue				6,874			6,874			6,677
	Amortization of acquired intangible assets				6,055			6,055			7,784
	Acquisition-related and other transactional charges included in general and administrative costs				1,895			1,895			135
	Restructuring and other charges, net				5,650			5,650			1,918
Non-GAAP operating income ⁽¹⁾				$	81,921		$	73,010		$	68,482

GAAP net income (loss)				$	9,826		$	(15,944	)	$	13,191
	Fair value adjustment of acquired deferred revenue				192			192			298
	Settlement adjustment - revenue ⁽²⁾				-			-			9,296
	Fair value adjustment to deferred services cost				(88	)		(88	)		(91	)
	Stock-based compensation				14,792			14,792			30,924
	Amortization of acquired intangible assets included in cost of revenue				6,874			6,874			6,677
	Amortization of acquired intangible assets				6,055			6,055			7,784
	Acquisition-related and other transactional charges included in general and administrative costs				1,895			1,895			135
	Restructuring and other charges, net				5,650			5,650			1,918
	Income tax adjustments ⁽³⁾				29,317			32,673			(16,843	)
Non-GAAP net income				$	74,513		$	52,099		$	53,289

GAAP diluted earnings (loss) per share				$	0.08		$	(0.14	)	$	0.11
	Fair value adjustment of acquired deferred revenue				-			-			-
	Settlement adjustment - revenue ⁽²⁾				-			-			0.08
	Stock-based compensation				0.13			0.13			0.26
	Amortization of acquired intangibles				0.11			0.11			0.12
	Acquisition-related and other transactional charges				0.02			0.02			-
	Restructuring and other charges, net				0.05			0.05			0.02
	Income tax adjustments				0.25			0.28			(0.14	)
Non-GAAP diluted earnings per share				$	0.64		$	0.45		$	0.45

GAAP diluted weighted average shares outstanding					115,897			115,025			119,580
	Dilutive effect of stock-based compensation plans				-			872			-
Non-GAAP diluted weighted average shares outstanding					115,897			115,897			119,580

	(1	)	Operating margin impact of non-GAAP adjustments:
				Three Months Ended
				September 30,			September 30,			September 30,
					2019			2019			2018
				ASC 606			ASC 605			ASC 605
	GAAP operating margin				13.9	%		11.2	%		3.7	%
			Fair value adjustment of acquired deferred revenue		0.1	%		0.1	%		0.1	%
			Settlement adjustment - revenue ⁽²⁾		0.0	%		0.0	%		2.4	%
			Fair value adjustment to deferred services cost		0.0	%		0.0	%		0.0	%
			Stock-based compensation		4.4	%		4.4	%		9.9	%
			Amortization of acquired intangibles		3.9	%		3.9	%		4.6	%
			Acquisition-related and other transactional charges		0.6	%		0.6	%		0.0	%
			Restructuring and other charges, net		1.7	%		1.7	%		0.6	%
	Non-GAAP operating margin				24.4	%		21.8	%		21.3	%

	(2	)	Our Q4'18 and FY'18 GAAP revenue results include the impact of a settlement of a customer dispute concerning a professional services receivable. The settlement, reached in September 2018, included partial payment of the receivable and new software purchases. The net revenue write-down recorded in the fourth quarter of 2018 was $9.3 million, comprised of a $14.5 million services revenue write-down, partially offset by new subscription revenue of $5.2 million. We have excluded these amounts from our Non-GAAP results.
	(3	)	We have recorded a full valuation allowance against our U.S. net deferred tax assets. As we are profitable on a non-GAAP basis, the 2019 and 2018 non-GAAP tax provisions are being calculated assuming there is no valuation allowance. Income tax adjustments reflect the tax effects of non-GAAP adjustments, which are calculated by applying the applicable tax rate by jurisdiction to the non-GAAP adjustments listed above. The fourth quarter of 2018 excludes the GAAP benefit of a $3 million valuation allowance release in a foreign jurisdiction as the jurisdiction was profitable on a non-GAAP basis.


PTC Inc.
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS (UNAUDITED)
(in thousands, except per share data)

				Twelve Months Ended
				September 30,			September 30,			September 30,
					2019			2019			2018
				ASC 606			ASC 605			ASC 605

GAAP revenue				$	1,255,631		$	1,311,494		$	1,241,824
	Fair value adjustment of acquired deferred subscription revenue				66			66			341
	Fair value adjustment of acquired deferred services revenue				721			721			929
	Settlement adjustment - subscription revenue ⁽²⁾				-			-			(5,250	)
	Settlement adjustment - services revenue ⁽²⁾				-			-			14,546
Non-GAAP revenue				$	1,256,418		$	1,312,281		$	1,252,390

GAAP gross margin				$	930,253		$	993,340		$	915,322
	Fair value adjustment of acquired deferred revenue				787			787			1,270
	Settlement adjustment - revenue ⁽²⁾				-			-			9,296
	Fair value adjustment to deferred services cost				(308	)		(308	)		(384	)
	Stock-based compensation				11,939			11,939			11,525
	Amortization of acquired intangible assets included in cost of revenue				27,306			27,306			26,706
Non-GAAP gross margin				$	969,977		$	1,033,064		$	963,735

GAAP operating income				$	63,042		$	101,620		$	72,613
	Fair value adjustment of acquired deferred revenue				787			787			1,270
	Settlement adjustment - revenue ⁽²⁾				-			-			9,296
	Fair value adjustment to deferred services cost				(308	)		(308	)		(384	)
	Stock-based compensation				86,400			86,400			82,939
	Amortization of acquired intangible assets included in cost of revenue				27,306			27,306			26,706
	Amortization of acquired intangible assets				23,841			23,841			31,350
	Acquisition-related and other transactional charges included in general and administrative costs				3,110			3,110			1,853
	Restructuring and other charges, net				51,114			51,114			3,764
Non-GAAP operating income ⁽¹⁾				$	255,292		$	293,870		$	229,407

GAAP net income (loss)				$	(27,460	)	$	2,979		$	51,987
	Fair value adjustment of acquired deferred revenue				787			787			1,270
	Settlement adjustment - revenue ⁽²⁾				-			-			9,296
	Fair value adjustment to deferred services cost				(308	)		(308	)		(384	)
	Stock-based compensation				86,400			86,400			82,939
	Amortization of acquired intangible assets included in cost of revenue				27,306			27,306			26,706
	Amortization of acquired intangible assets				23,841			23,841			31,350
	Acquisition-related and other transactional charges included in general and administrative costs				3,110			3,110			1,853
	Restructuring and other charges, net				51,114			51,114			3,764
	Income tax adjustments ⁽³⁾				29,719			11,816			(37,581	)
Non-GAAP net income				$	194,509		$	207,045		$	171,200

GAAP diluted earnings (loss) per share				$	(0.23	)	$	0.03		$	0.44
	Fair value adjustment of acquired deferred revenue				0.01			0.01			0.01
	Settlement adjustment - revenue ⁽²⁾				-			-			0.08
	Stock-based compensation				0.73			0.73			0.70
	Amortization of acquired intangibles				0.43			0.43			0.49
	Acquisition-related and other transactional charges				0.03			0.03			0.02
	Restructuring and other charges, net				0.43			0.43			0.03
	Income tax adjustments				0.25			0.10			(0.32	)
Non-GAAP diluted earnings per share				$	1.64		$	1.74		$	1.45

GAAP diluted weighted average shares outstanding					117,724			118,714			118,158
	Dilutive effect of stock-based compensation plans				990			-			-
Non-GAAP diluted weighted average shares outstanding					118,714			118,714			118,158

	(1	)	Operating margin impact of non-GAAP adjustments:
				Twelve Months Ended
				September 30,			September 30,			September 30,
					2019			2019			2018
				ASC 606			ASC 605			ASC 605
	GAAP operating margin				5.0	%		7.7	%		5.8	%
			Fair value adjustment of acquired deferred revenue		0.1	%		0.1	%		0.1	%
			Settlement adjustment - revenue ⁽²⁾		0.0	%		0.0	%		0.6	%
			Fair value adjustment to deferred services cost		0.0	%		0.0	%		0.0	%
			Stock-based compensation		6.9	%		6.6	%		6.7	%
			Amortization of acquired intangibles		4.1	%		3.9	%		4.7	%
			Acquisition-related and other transactional charges		0.2	%		0.2	%		0.1	%
			Restructuring and other charges, net		4.1	%		3.9	%		0.3	%
	Non-GAAP operating margin				20.3	%		22.4	%		18.3	%

	(2	)	Our Q4'18 and FY'18 GAAP revenue results include the impact of a settlement of a customer dispute concerning a professional services receivable. The settlement, reached in September 2018, included partial payment of the receivable and new software purchases. The net revenue write-down recorded in the fourth quarter of 2018 was $9.3 million, comprised of a $14.5 million services revenue write-down, partially offset by new subscription revenue of $5.2 million. We have excluded these amounts from our Non-GAAP results.
	(3	)	We have recorded a full valuation allowance against our U.S. net deferred tax assets. As we are profitable on a non-GAAP basis, the 2019 and 2018 non-GAAP tax provisions are being calculated assuming there is no valuation allowance. Income tax adjustments reflect the tax effects of non-GAAP adjustments, which are calculated by applying the applicable tax rate by jurisdiction to the non-GAAP adjustments listed above. The fourth quarter of 2018 excludes the GAAP benefit of a $3 million valuation allowance release in a foreign jurisdiction as the jurisdiction was profitable on a non-GAAP basis and a non-cash benefit of approximately $12 million related to the enactment of the Tax Cuts and Jobs Act.


PTC Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS ⁽¹⁾
(in thousands)


			September 30,		September 30,		September 30,
			2019		2019		2018
			ASC 606 ⁽²⁾		ASC 605		ASC 605

ASSETS

Cash and cash equivalents			$	269,579	$	269,579	$	259,946
Marketable securities				57,435		57,435		55,951
Accounts receivable, net				372,743		107,921		129,297
Property and equipment, net				105,531		105,531		80,613
Goodwill and acquired intangible assets, net				1,408,128		1,408,128		1,382,659
Other assets				452,600		523,314		420,556

Total assets			$	2,666,016	$	2,471,908	$	2,329,022

LIABILITIES AND STOCKHOLDERS' EQUITY

Deferred revenue			$	396,632	$	578,748	$	499,442
Debt, net of deferred issuance costs				669,134		669,134		643,268
Other liabilities				398,252		347,693		311,723
Stockholders' equity				1,201,998		876,333		874,589

Total liabilities and stockholders' equity			$	2,666,016	$	2,471,908	$	2,329,022


(1	)	Our consolidated balance sheet as of September 30, 2019 under ASC 606 is preliminary, pending final adjustments required as a result of our adoption of ASC 606. In addition, the tax balances are based on estimates that are subject to final review. We expect the adjustments to be finalized prior to the filing of our Form 10-K for fiscal 2019.
(2	)	The adoption of ASC 606 resulted in up front license recognition under our subscription contracts, resulting in unbilled receivables, and an increase in receivables previously included in other current assets under ASC 605 related to billed but uncollected support and subscription receivables that had corresponding deferred revenue. The adoption also resulted in a decrease in deferred revenue primarily due to the up front license recognition to accumulated deficit at the time of adoption related to on-premise subscription software licenses.


PTC Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)



			Three Months Ended						Twelve Months Ended
			September 30,			September 30,			September 30,			September 30,
				2019			2018			2019			2018

Cash flows from operating activities:
		Net income (loss)	$	9,826		$	13,191		$	(27,460	)	$	51,987
		Stock-based compensation		14,792			30,924			86,400			82,939
		Depreciation and amortization		19,190			22,105			77,824			87,408
		Accounts receivable		(58,808	)		(799	)		29,446			20,396
		Accounts payable and accruals		23,420			37,150			4,102			(1,737	)
		Deferred revenue		20,550			(26,653	)		45,875			56,141
		Income taxes		14,717			(16,228	)		1,940			(46,233	)
		Other ⁽¹⁾		11,529			2,270			67,018			(3,149	)
Net cash provided by operating activities ⁽⁴⁾				55,216			61,960			285,145			247,752

Capital expenditures				(4,832	)		(17,375	)		(64,411	)		(36,041	)
Acquisition of businesses, net of cash acquired ⁽²⁾				-			-			(86,737	)		(3,000	)
Purchase of intangible asset				-			-			-			(3,000	)
Borrowings (payments) on debt, net				(30,000	)		(50,000	)		25,000			(70,000	)
Net proceeds associated with issuance of common stock ⁽³⁾				8,817			1,008,182			12,975			1,015,654
Repurchases of common stock ⁽³⁾				(24,999	)		(1,000,000	)		(114,994	)		(1,100,000	)
Payments of withholding taxes in connection with
		vesting of stock-based awards		(175	)		(577	)		(44,366	)		(45,374	)
Proceeds from (purchase of) investments				-			-			(7,500	)		(1,000	)
Contingent consideration				-			(525	)		(1,575	)		(8,275	)
Purchases of marketable securities, net				(2,778	)		(1,748	)		(1,051	)		(6,171	)
Other financing & investing activities				5,166			(2,851	)		9,675			(2,851	)
Foreign exchange impact on cash				(4,708	)		(4,201	)		(2,565	)		(7,810	)

Net change in cash, cash equivalents, and restricted cash ⁽¹⁾				1,707			(7,135	)		9,596			(20,116	)
Cash, cash equivalents, and restricted cash, beginning of period				268,982			268,228			261,093			281,209
Cash, cash equivalents, and restricted cash, end of period			$	270,689		$	261,093		$	270,689		$	261,093


(1	)	In the first quarter of fiscal 2019, we adopted Accounting Standards Update (ASU) 2016-18 - Statement of Cash Flows (Topic 230). In accordance with this guidance, we excluded the $0.5 million increase and $0.1 million increase related to the change in restricted cash from the change in other current assets for the three months and twelve months ended September 30, 2018, respectively.
(2	)	On December 29, 2018, we acquired Frustum for $70 million, net of cash acquired.
(3	)	In the fourth quarter of 2018, Rockwell Automation made a $1.0 billion equity investment in PTC as part of a strategic alliance. Using the cash proceeds from this investment, PTC entered into a $1.0 billion accelerated share repurchase.
(4	)	Our consolidated cash flows as of September 30, 2019 are preliminary, pending final balance sheet adjustments required as a result of our adoption of ASC 606. In addition, our tax balances are based on estimates that are subject to final review. Any adjustments will impact components of operating cash flow, but not total cash from operating activities. We expect the adjustments to be finalized prior to the filing of our Form 10-K for fiscal year 2019.

Important Disclosures

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