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

FORM 6-K
Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of February 2021 (Report No. 1)

Commission File Number: 000-51694

Perion Network Ltd.
(Translation of registrant's name into English)

1 Azrieli Center, Building A, 4th Floor
26 HaRokmim Street, Holon, Israel 5885849
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): N/A

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): N/A



Explanatory Note

On February 9, 2021, Perion Network Ltd. (the “Registrant” or “Perion”) issued a press release titled “Perion Reports 51% YoY Revenue Growth in 2020, Record Quarter Since Inception.” A copy of this press release is furnished as Exhibit 99.1 herewith.

The GAAP financial statements tables contained in the press release attached to this report on Form 6-K are incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. 333-238020) and Form S-8 (File Nos. 333-133968, 333-152010, 333-171781, 333-188714, 333-192376, 333-193145, 333-203641, 333-208278, 333-216494, 333-237196 and 333-249846).



Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
PERION NETWORK LTD.
 
       
 
By:
/s/ Maoz Sigron
 
 
Name:
Maoz Sigron
 
 
Title:
Chief Financial Officer
 

Date: February 9, 2021



Exhibit 99.1


 
Perion Reports 51% YoY Revenue Growth in 2020, Record Quarter Since Inception

Display and Social Advertising achieved 69% annual revenue growth, propelled by new interactive
Connected Television (iCTV) offering and Content Monetization solution

GAAP Net Income increased by 53% YOY during the fourth quarter to $9M

Tel Aviv & New York – February 9, 2021 – Perion Network Ltd. (NASDAQ: PERI), a global advertising technology company that delivers its Synchronized Digital Branding solution across the three main pillars of digital advertising – ad search, social media and display / video / CTV advertising – announced today its financial results for the fourth quarter and twelve months ended December 31, 2020.
 
Fourth Quarter 2020 Highlights
 

Revenues were $118.3 million, a 51% increase year over year;
 

Display and social advertising revenues were $68.4 million, a 159% increase year over year;
 

CTV revenues were $6.5 million, 132% increase from previous quarter;
 

Search advertising and other revenues were $49.9 million, a 4% decrease year over year;
 

Average Daily Traffic Search achieved the highest level of 15.7M, 32% increase year over year;
 

In the fourth quarter of 2020, GAAP SG&A was 13% of revenues, compared to the 18% of revenues in the fourth quarter of 2019;
 

Net cash provided by operating activities were $12.8M, a 14% increase year over year.
 
Fourth Quarter and Full Year 2020 Results Summary*
 
(In millions, except per share data)

 
 
Three months ended
   
Year ended
 
 
 
December 31,
   
December 31,
 
 
 
2020
   
2019
   
%
   
2020
   
2019
   
%
 
Display and Social Advertising revenues
 
$
68.4
   
$
26.4
     
+159
%
 
$
148.7
   
$
87.9
     
+69
%
Search Advertising and other revenues
 
$
49.9
   
$
51.8
     
-4
%
 
$
179.4
   
$
173.6
     
+3
%
Total Revenues
 
$
118.3
   
$
78.3
     
+51
%
 
$
328.1
   
$
261.5
     
+25
%
GAAP Net Income
 
$
9.0
   
$
5.9
     
+53
%
 
$
10.2
   
$
12.9
     
-21
%
Non-GAAP Net Income
 
$
13.8
   
$
8.9
     
+56
%
 
$
26.6
   
$
21.6
     
+23
%
Adjusted EBITDA
 
$
15.3
   
$
12.2
     
+26
%
 
$
32.8
   
$
32.4
     
+1
%
Net cash provided by operating activities
 
$
12.8
   
$
11.2
     
+14
%
 
$
22.0
   
$
44.7
     
-51
%
GAAP Diluted Earnings Per Share
 
$
0.30
   
$
0.22
     
+36
%
 
$
0.36
   
$
0.49
     
-27
%
Non-GAAP Diluted Earnings Per Share
 
$
0.45
   
$
0.32
     
+41
%
 
$
0.91
   
$
0.83
     
+10
%

* Reconciliation of GAAP to Non-GAAP measures follows.



Doron Gerstel, Perion’s CEO, commented, “Perion closed 2020 delivering strong revenues and earnings that well exceeded our 2019 results. The effectiveness of our content monetization engine as a holistic, one-stop solution for brands and agencies, and the acceleration of our Connected TV advertising offering, were the main factors behind 25% revenue growth for the full year. Despite that travel advertisers that traditionally contribute 15% or $10 million in revenues in 2019  dramatically reduced their digital ad spend, we continued to drive healthy growth thanks to our diversification strategy, allowing us to capitalize on any shifting budget between the three main pillars of digital advertising: display, search and social.”
 
 “During the fourth quarter, we renewed and expanded our strategic partnership with Microsoft Bing for an additional four years,” Gerstel added. “The continuing collaboration with Microsoft is a significant factor in Perion’s multi-year strategic plan to achieve sustainable and highly profitable double-digit annual revenue growth, with a desired target of $500 million in annual revenue by 2023.”
 
“We enter 2021 in a strong position,” Gerstel concluded. “In January, we completed a follow-on public offering, which was both upsized and oversubscribed, generating net proceeds of more than $61 million. This successful transaction further solidifies our balance sheet and better positions Perion to capitalize on the growth opportunities in front of us as we prudently evaluate accretive and synergistic acquisitions to bolster our content monetization platform, expand our technology moat, and that are capable of driving predictable and profitable growth.”
 
Financial Comparison for the Fourth Quarter of 2020

Revenues: Revenues increased by 51%, from $78.3 million in the fourth quarter of 2019 to $118.3 million in the fourth quarter of 2020. This increase was primarily attributable to a 159% increase in Display and Social Advertising revenues, resulting from the acceleration of our Connected TV advertising offering and the contribution of our content monetization offering. Search Advertising and other revenues decreased by 4% as a result of lower RPMs, partially offset by growth in number of daily searches.
 
Customer Acquisition Costs and Media Buy (“CAC”): CAC in the fourth quarter of 2020 were $74.8 million, or 63% of revenues, compared to $41.1 million, or 53% of revenues, in the fourth quarter of 2019. The increase as a percentage of revenues is primarily due to the acquisitions of Content IQ and Pub Ocean, as well as product mix.
 
Net Income: In the fourth quarter of 2020, GAAP net income was $9.0 million, or 8% of revenues, compared to the $5.9 million, or 8% of revenues in the fourth quarter of 2019.
 
Non-GAAP Net Income: In the fourth quarter of 2020, non-GAAP net income was $13.8 million, or 12% of revenues, compared to the $8.9 million, or 11% of revenues in the fourth quarter of 2019. A reconciliation of GAAP to non-GAAP net income is included in this press release.

Adjusted EBITDA: In the fourth quarter of 2020, Adjusted EBITDA was $15.3 million, or 13% of revenues, compared to $12.2 million, or 16% of revenues, in the fourth quarter of 2019. A reconciliation of GAAP Net Income to Adjusted EBITDA is included in this press release.

Cash and Cash Flow from Operations: As of December 31, 2020, cash and cash equivalents and short-term bank deposits were $60.4 million. Cash provided from operations in the fourth quarter of 2020 was $12.8 million, compared to $11.2 million in the fourth quarter of 2019.

Short-Term Debt, Long-term Debt: As of December 31, 2020, total debt was $8.3 million, compared to $22.9 million at September 30, 2020 and $16.7 million at December 31, 2019. During the fourth quarter of 2020, the Company returned $12.5 million drawn during the third quarter of 2020 out of its secured credit line and made scheduled paydown of $2.1 million of its credit facility balance.

Financial Comparison for the full year of 2020

Revenues: Revenues increased by 25%, from $261.5 million in 2019 to $328.1 million in 2020. This increase was driven by 69% growth in Display and Social Advertising primarily resulting from the acceleration of our Connected TV advertising offering and the contribution of our content monetization offering. Search Advertising and other revenues increased by 3% due to a higher number of daily searches partially offset by lower RPMs.
 
2

Customer Acquisition Costs and Media Buy (“CAC”): CAC in 2020 were $197.6 million, or 60% of revenues, as compared to $135.9 million, or 52% of revenues, in 2019. The increase as a percentage of revenues is primarily due to the acquisitions of Content IQ and Pub Ocean, as well as product mix.
 
Net Income: During 2020, GAAP net income was $10.2 million, or 3% of revenues, compared to the $12.9 million, or 5% of revenues in 2019.
 
Non-GAAP Net Income: During 2020, Non-GAAP net income was $26.6 million, or 8% of revenues, compared to the $21.6 million, or 8% of revenues in 2019.
 
Adjusted EBITDA: In 2020, Adjusted EBITDA was $32.8 million, or 10% of revenues, compared to $32.4 million, or 12% of revenues in 2019.
 
Cash Flow from Operations: Cash provided from operations in 2020 decreased by 51%, from $44.7 million in 2019 to $22.0 million in 2020, the primary reason for the decrease compared to the prior year is mainly due to working capital needs of approximately $10 million in connection with the acquisitions of Content IQ and Pub Ocean.
 
Outlook

In 2021, management expects to generate revenue of $350 to $370 million and Adjusted EBITDA of $35 million to $37 million. The mid-point of the guidance range reflects 10% growth and 10% Adjusted EBITDA margin.

Conference Call

Perion will host a conference call to discuss the results today, Tuesday, February 9, 2021 at 8:30 a.m. ET. Details are as follows:

Conference ID: 7553088
Dial-in number from within the United States: 1- 888-394-8218
Dial-in number from Israel: 1809 212 883
Dial-in number (other international): 1- 323-701-0225
Playback available until Tuesday, February 16, 2021 by calling 1-844-512-2921 (United States) or 1-412-317-6671 (international). Please use PIN code 7553088 for the replay
Link to the live webcast accessible at http://public.viavid.com/index.php?id=142903

About Perion Network Ltd.
Perion is a global technology company that delivers strategic business solutions that enable brands and advertisers to efficiently “Capture and Convince” users across multiple platforms and channels, including interactive connected television – or iCTV. Perion achieves this through its Synchronized Digital Branding capabilities, which are focused on high impact creative; content monetization; its branded search network, in partnership with Microsoft Bing; and social media management that orchestrates and optimizes paid advertising. This diversification positions Perion for growth as budgets shift across categories.

Non-GAAP measures
Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude share-based compensation expenses, retention and acquisition related expenses, revaluation of acquisition related contingent consideration, amortization of acquired intangible assets and the related taxes thereon, non-recurring expenses, foreign exchange gains (losses) associated with ASC-842, as well as changes in fair value of earnout contingent consideration. The Company excludes from its GAAP financial measures the fair value revaluations of both, the convertible bonds and the related derivative instrument, and by doing so, the non-GAAP measures reflect the Company’s results as if the convertible bonds were originally issued and denominated in US dollars, which is the Company’s functional currency. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is defined as operating income excluding stock-based compensation expenses, depreciation, acquisition related items consisting of amortization of intangible assets and goodwill, acquisition related expenses, gains and losses recognized on changes in the fair value of contingent consideration arrangements.

The purpose of such adjustments is to give an indication of our performance exclusive of non-cash charges and other items that are considered by management to be outside of our core operating results. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Furthermore, the non-GAAP measures are regularly used internally to understand, manage and evaluate our business and make operating decisions, and we believe that they are useful to investors as a consistent and comparable measure of the ongoing performance of our business. However, our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies. A reconciliation between results on a GAAP and non-GAAP basis is provided in the last table of this press release.
3


Forward Looking Statements
This press release contains historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of Perion. The words “will”, “believe,” “expect,” “intend,” “plan,” “should” and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views, assumptions and expectations of Perion with respect to future events and are subject to risks and uncertainties. Many factors could cause the actual results, performance or achievements of Perion to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, or financial information, including, among others, the failure to realize the anticipated benefits of companies and businesses we acquired and may acquire in the future, risks entailed in integrating the companies and businesses we acquire, including employee retention and customer acceptance; the risk that such transactions will divert management and other resources from the ongoing operations of the business or otherwise disrupt the conduct of those businesses, potential litigation associated with such transactions, and general risks associated with the business of Perion including intense and frequent changes in the markets in which the businesses operate and in general economic and business conditions, loss of key customers, unpredictable sales cycles, competitive pressures, market acceptance of new products, inability to meet efficiency and cost reduction objectives, changes in business strategy and various other factors, whether referenced or not referenced in this press release. Various other risks and uncertainties may affect Perion and its results of operations, as described in reports filed by Perion with the Securities and Exchange Commission from time to time, including its annual report on Form 20-F for the year ended December 31, 2019 filed with the SEC on March 16, 2020. Perion does not assume any obligation to update these forward-looking statements.

Contact Information:
Perion Network Ltd.
Rami Rozen, VP of Investor Relations
+972 (52) 5694441
ramir@perion.com
Source: Perion Network Ltd.

4

 
PERION NETWORK LTD. AND ITS SUBSIDIARIES

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

   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2020
   
2019
   
2020
   
2019
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Audited)
 
                         
Revenues:
                       
Display and Social Advertising
 
$
68,400
   
$
26,427
   
$
148,698
   
$
87,863
 
Search Advertising and other
   
49,856
     
51,830
     
179,365
     
173,587
 
Total Revenues
   
118,256
     
78,257
     
328,063
     
261,450
 
                                 
Costs and Expenses:
                               
Cost of revenues
   
6,539
     
6,867
     
22,477
     
25,520
 
Customer acquisition costs and media buy
   
74,809
     
41,113
     
197,626
     
135,891
 
Research and development
   
8,480
     
6,137
     
30,880
     
22,585
 
Selling and marketing
   
11,717
     
9,095
     
39,085
     
34,736
 
General and administrative
   
4,060
     
4,960
     
15,819
     
14,999
 
Depreciation and amortization
   
2,675
     
2,407
     
9,923
     
9,711
 
Total Costs and Expenses
   
108,280
     
70,579
     
315,810
     
243,442
 
                                 
Income from Operations
   
9,976
     
7,678
     
12,253
     
18,008
 
Financial expense, net
   
1,446
     
737
     
2,638
     
3,470
 
                                 
Income before Taxes on income
   
8,530
     
6,941
     
9,615
     
14,538
 
Taxes on income (benefit)
   
(472
)
   
1,054
     
(610
)
   
1,645
 
                                 
Net Income
 
$
9,002
   
$
5,887
   
$
10,225
   
$
12,893
 
                                 
Net Earnings per Share
                               
Basic
 
$
0.33
   
$
0.23
   
$
0.38
   
$
0.50
 
Diluted
 
$
0.30
   
$
0.22
   
$
0.36
   
$
0.49
 
                                 
Weighted average number of shares
                               
Basic
   
26,946,060
     
26,115,057
     
26,687,145
     
25,965,357
 
Diluted
   
29,961,648
     
27,288,364
     
28,797,747
     
26,357,585
 

5

 
PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands

 
 
December 31,
   
December 31,
 
 
 
2020
   
2019
 
 
 
(Unaudited)
   
(Audited)
 
ASSETS
           
Current Assets:
           
Cash and cash equivalents
 
$
47,656
   
$
38,389
 
Restricted cash
   
1,222
     
1,216
 
Short-term bank deposits
   
12,700
     
23,234
 
Accounts receivable, net
   
81,221
     
49,098
 
Prepaid expenses and other current assets
   
4,560
     
3,170
 
Total Current Assets
   
147,359
     
115,107
 
 
               
Long-Term Assets:
               
Property and equipment, net
   
6,770
     
10,918
 
Operating lease right-of-use assets
   
20,266
     
22,429
 
Goodwill and intangible assets, net
   
176,679
     
128,444
 
Deferred taxes
   
7,111
     
6,171
 
Other assets
   
496
     
708
 
Total Long-Term Assets
   
211,322
     
168,670
 
Total Assets
 
$
358,681
   
$
283,777
 
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current Liabilities:
               
Accounts payable
 
$
72,498
   
$
47,681
 
Accrued expenses and other liabilities
   
21,188
     
18,414
 
Short-term operating lease liability
   
4,514
     
3,667
 
Short-term loans and current maturities of long-term loans
   
8,333
     
8,333
 
Deferred revenues
   
5,711
     
4,188
 
Short-term payment obligation related to acquisitions
   
7,869
     
1,025
 
Total Current Liabilities
   
120,113
     
83,308
 
 
               
Long-Term Liabilities:
               
Long-term loans, net of current maturities
   
-
     
8,333
 
Payment obligation related to acquisition
   
30,035
     
-
 
Long-term operating lease liability
   
17,698
     
20,363
 
Other long-term liabilities
   
6,713
     
6,591
 
Total Long-Term Liabilities
   
54,446
     
35,287
 
Total Liabilities
   
174,559
     
118,595
 
 
               
Shareholders’ equity:
               
Ordinary shares
   
224
     
213
 
Additional paid-in capital
   
251,933
     
243,211
 
Treasury shares at cost
   
(1,002
)
   
(1,002
)
Accumulated other comprehensive gain
   
112
     
130
 
Accumulated deficit
   
(67,145
)
   
(77,370
)
Total Shareholders’ Equity
   
184,122
     
165,182
 
Total Liabilities and Shareholders’ Equity
 
$
358,681
   
$
283,777
 

6

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands

 
 
Three months ended
   
Year ended
 
 
 
December 31,
   
December 31,
 
 
 
2020
   
2019
   
2020
   
2019
 
 
 
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Audited)
 
 
                       
Cash flows from operating activities:
                       
Net Income
 
$
9,002
   
$
5,887
   
$
10,225
   
$
12,893
 
Adjustments required to reconcile net income to net cash provided by operating activities:
                               
Depreciation and amortization
   
2,674
     
2,407
     
9,923
     
9,711
 
Stock based compensation expense
   
1,534
     
692
     
4,447
     
2,293
 
Foreign currency translation
   
108
     
23
     
19
     
(86
)
Accrued interest, net
   
(138
)
   
(1
)
   
(125
)
   
(204
)
Deferred taxes, net
   
(754
)
   
(533
)
   
(3,093
)
   
(1,756
)
Accrued severance pay, net
   
(228
)
   
135
     
(23
)
   
96
 
Fair value revaluation - convertible debt
   
-
     
-
     
-
     
600
 
Loss from sale of property and equipment
   
-
     
-
     
88
     
-
 
Net changes in operating assets and liabilities
   
608
     
2,594
     
585
     
21,194
 
Net cash provided by operating activities
 
$
12,806
   
$
11,204
   
$
22,046
   
$
44,741
 
 
                               
Cash flows from investing activities:
                               
Purchases of property and equipment
   
(115
)
   
(128
)
   
(502
)
   
(717
)
Short-term deposits, net
   
(4,400
)
   
(6,684
)
   
10,534
     
(19,234
)
Cash paid in connection with acquisitions, net of cash acquired
   
-
     
-
     
(20,186
)
   
(1,200
)
Obligation in connection with acquisitions
   
-
     
-
     
1,347
     
-
 
Net cash used in investing activities
 
$
(4,515
)
 
$
(6,812
)
 
$
(8,807
)
 
$
(21,151
)
 
                               
Cash flows from financing activities:
                               
Exercise of stock options and restricted share units
   
2,200
     
524
     
4,286
     
1,227
 
Payment made in connection with acquisition
   
-
     
-
     
-
     
(1,813
)
Repayment of short-term loans
   
(12,500
)
   
-
     
-
     
-
 
Repayment of convertible debt
   
-
     
-
     
-
     
(15,850
)
Repayment of long-term loans
   
(2,084
)
   
(2,083
)
   
(8,333
)
   
(8,332
)
Net cash used in financing activities
 
$
(12,384
)
 
$
(1,559
)
 
$
(4,047
)
 
$
(24,768
)
 
                               
Effect of exchange rate changes on cash and cash equivalents and restricted cash
   
90
     
77
     
81
     
(20
)
Net increase (decrease) in cash and cash equivalents and restricted cash
   
(4,003
)
   
2,910
     
9,273
     
(1,198
)
Cash and cash equivalents and restricted cash at beginning of period
   
52,881
     
36,695
     
39,605
     
40,803
 
Cash and cash equivalents and restricted cash at end of period
 
$
48,878
   
$
39,605
   
$
48,878
   
$
39,605
 

7

 
PERION NETWORK LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS
In thousands (except share and per share data)

   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2020
   
2019
   
2020
   
2019
 
   
(Unaudited)
   
(Unaudited)
 
                         
GAAP Net Income
 
$
9,002
   
$
5,887
   
$
10,225
   
$
12,893
 
Share based compensation
   
1,534
     
692
     
4,447
     
2,293
 
Amortization of acquired intangible assets
   
1,611
     
1,023
     
5,261
     
4,256
 
Retention and other related to M&A related expenses
   
2,147
     
1,438
     
7,159
     
2,381
 
Changes in FV of Earnout contingent consideration
   
(998
)
   
-
     
(998
)
   
-
 
Fair value revaluation of convertible debt and related derivative
   
-
     
-
     
-
     
89
 
Foreign exchange losses associated with ASC-842
   
475
     
45
     
422
     
699
 
Revaluation of acquisition related contingent consideration
   
175
     
-
     
620
     
-
 
Taxes on the above items
   
(159
)
   
(231
)
   
(503
)
   
(979
)
Non-GAAP Net Income
 
$
13,787
   
$
8,854
   
$
26,633
   
$
21,632
 
                                 
Non-GAAP Net Income
 
$
13,787
   
$
8,854
   
$
26,633
   
$
21,632
 
Taxes on income
   
(313
)
   
1,285
     
(107
)
   
2,624
 
Financial expense, net
   
796
     
692
     
1,596
     
2,682
 
Depreciation
   
1,064
     
1,384
     
4,662
     
5,455
 
Adjusted EBITDA
 
$
15,334
   
$
12,215
   
$
32,784
   
$
32,393
 
                                 
Non-GAAP diluted earnings per share
 
$
0.45
   
$
0.32
   
$
0.91
   
$
0.83
 
                                 
Shares used in computing non-GAAP diluted earnings per share
   
30,395,478
     
27,473,695
     
29,268,098
     
26,690,743
 

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