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 2022 (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, 2022, Perion Network Ltd. (the “Registrant” or “Perion”) issued a press release titled “Perion Continues Momentum, Delivering 34% Year-Over-Year Record Revenue Growth in the Fourth Quarter While Doubling Net Income.” 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 (Files No. 333-254706 and 333-261541) 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, 333-249846 and 333-262260).
- 2 -

 
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, 2022
 
- 3 -


Exhibit 99.1

Perion Continues Momentum, Delivering 34% Year-Over-Year Record Revenue Growth in the
Fourth Quarter While Doubling Net Income
 
Company generated $39 million in GAAP Net Income for full year 2021 with $1.02 in EPS and $70 million in
Adjusted EBITDA; Management increases guidance for 2022

Tel Aviv & New York – February 9, 2022 – Perion Network Ltd. (NASDAQ: PERI), a global advertising technology company that delivers a holistic solution across the three main pillars of digital advertising – ad search, social media, and display / video / CTV advertising – today announced record financial results for the fourth quarter and full-year period ended December 31, 2021.
 
Doron Gerstel, Perion’s CEO, commented, “Record fourth quarter and full year outstanding financial performance are a direct result of Perion’s diversification strategy and our ability to connect all our assets into a single intelligent hub, demonstrating Perion’s sustainable and predictable business model.”
 
“Financial results for 2021, included stellar growth of 300% in total video and CTV revenue (or 123% on a proforma basis), with the fast-growing subset of CTV up 205%.”  Gerstel added “Simultaneously, our expanded relationship with Microsoft Bing drove a 19% increase in search advertising revenue and significant incremental EBITDA.”
 
Gerstel concluded “Our unique acquisition strategy behaved exactly as we intended - creating synergistic growth and widening our competitive moat. With $322 million net cash in our balance sheet we intend to continue that model, adding to our already-strong position in a fast-growing environment.”
 
 Fourth Quarter 2021 Highlights
 
Display Advertising revenue growth of 46% (or 23% on a proforma basis), driven by accelerated adoption of Perion’s video and CTV solutions, leading to an increase in average revenue per client of 29%;
Video and CTV grew by 311% year-over-year, or 87% on a proforma basis, representing 46% of Display Advertising revenue;
Search Advertising revenue growth of 16%, primarily driven by an increased number of commercial searches, as well as a higher percentage of transactional searches;
EBITDA margin from revenue excluding TAC grew to 45% compared to 35% during the fourth quarter of 2020, as a result of our investment in automation and offshoring our operations;
Net cash provided by operating activities of $28.8 million;
Net cash of $321.6 million.


 
Fourth Quarter 2021 Financial Highlights*
 
(In millions, except per share data)

 
Three months ended
 
Year ended
 
December 31,
 
December 31,
 
2021
 
2020
 
%
 
2021
 
2020
 
%
Display Advertising revenue
$
   100.2
 
$
    68.4
 
+46%
 
$
  265.3
 
$
  148.7
 
+78%
Search Advertising revenue
$
      57.8
 
$
    49.9
 
+16%
 
$
  213.2
 
$
  179.4
 
+19%
Total Revenue
$
   158.0
 
$
  118.3
 
+34%
 
$
  478.5
 
$
  328.1
 
+46%
GAAP Net Income
$
      17.7
 
$
      9.0
 
+97%
 
$
    38.7
 
$
    10.2
 
+279%
Non-GAAP Net Income
$
      25.3
 
$
    13.8
 
+83%
 
$
    60.0
 
$
    26.6
 
+125%
Adjusted EBITDA
$
      28.9
 
$
    15.3
 
+89%
 
$
    69.6
 
$
    32.8
 
+112%
Adjusted EBITDA/Revenue Ex TAC
 
45%
 
 
35%
 
+27%
 
 
37%
 
 
25%
 
+45%
Net cash provided by operating activities
$
      28.8
 
$
    12.9
 
+123%
 
$
    71.1
 
$
    22.2
 
+221%
GAAP Diluted Earnings Per Share
$
      0.44
 
$
    0.30
 
+47%
 
$
    1.02
 
$
    0.36
 
+183%
Non-GAAP Diluted Earnings Per Share
$
      0.62
 
$
    0.45
 
+38%
 
$
    1.57
 
$
    0.91
 
+73%

* Reconciliation of GAAP to Non-GAAP measures follows.
 
Financial Comparison for the Fourth Quarter of 2021
 
Revenue: Revenue increased by 34% to $158.0 million in the fourth quarter of 2021 from $118.3 million in the fourth quarter of 2020. This growth was led by a 46% (or 23% on a proforma basis) increase in Display Advertising revenue, primarily from growth of 87% in video and CTV, on a proforma basis, representing 63% of total revenue compared to 58% in 2020.  Search Advertising revenue increased by 16% and represented 37% of total revenue compared to 42% in 2020. The increase was achieved primarily due to 17.5 million average daily commercial search queries compared to 15.7 million in the fourth quarter of 2020 and 43% year-over-year increase in the number of publishers in our network.
 
Traffic Acquisition Costs (“TAC”): In the fourth quarter of 2021, TAC was $93.3 million, or 59.1% of revenue, compared to $74.8 million, or 63.3% of revenue, in the fourth quarter of 2020. The decrease of 4.2% was primarily due to product mix and our continuous iHub efforts to serve direct demand and supply in a closed loop, generating superior efficiency and performance.
 
GAAP Net Income: In the fourth quarter of 2021, GAAP net income was $17.7 million compared to $9.0 million in the fourth quarter of 2020.
 
Non-GAAP Net Income: In the fourth quarter of 2021, non-GAAP net income was $25.3 million, or 16.0% of revenue, compared to the $13.8 million, or 11.7% of revenue, in the fourth quarter of 2020. A reconciliation of GAAP to non-GAAP net income is included in this press release.
 
Adjusted EBITDA: In the fourth quarter of 2021, Adjusted EBITDA was $28.9 million, or 18.3% of revenue, compared to $15.3 million, or 13.0% of revenue, in the fourth quarter of 2020. 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, 2021, cash and cash equivalents and short-term bank deposits were $321.6 million. Net cash provided by operating activities in the fourth quarter of 2021 was $28.8 million, compared to $12.9 million in the fourth quarter of 2020.

Financial Comparison for the full year of 2021
 
Revenue: Revenue increased by 46% to $478.5 million in 2021, from $328.1 million in 2020. This increase was driven by 78% growth in Display Advertising revenue primarily resulting from 300% growth in video and CTV, representing 55% of total revenue compared to 45% in 2020. Search Advertising increased by 19% and represented 45% of total revenue compared to 55% in 2020. The increase was achieved primarily due to 16.7 million of average daily commercial search queries compared to 13.4 million in 2020 and a 37% year-over-year increase in the number of publishers in our network.

Traffic Acquisition Costs (“TAC”): TAC in 2021 was $288.0 million, or 60.2% of revenue, as compared to $197.6 million, or 60.2% of revenue, in 2020. The stabilization of TAC level resulted from the product mix and continuous iHub efforts to serve direct demand and supply in a closed loop, generating significantly improved efficiency and performance.
 
GAAP Net Income: During 2021, GAAP net income was $38.7 million, or 8.1% of revenue, compared to $10.2 million, or 3.1% of revenue in 2020.
 
Non-GAAP Net Income: During 2021, Non-GAAP net income was $60.0 million, or 12.5% of revenue, compared to $26.6 million, or 8.1% of revenue in 2020. A reconciliation of GAAP to non-GAAP net income is included in this press release.
 
Adjusted EBITDA: In 2021, Adjusted EBITDA was $69.6 million, or 14.5% of revenue, compared to $32.8 million, or 10.0% of revenue in 2020. A reconciliation of GAAP Net Income to Adjusted EBITDA is included in this press release.
 
Cash Flow from Operations: Net cash provided by operating activities in 2021 was $71.1 million, compared to $22.2 million in 2020, an increase of 221%.
 
Outlook
 
Perion has raised its financial guidance for 2022, based on the Company’s strong business momentum and improved visibility.

($M)
2021
Previous 2022 Guidance
Guidance 2022 *
YoY Growth % *
Revenue
$478.5
$590-$610
$610-$630
30%
Adjusted EBITDA
$69.6
$80-$84
$88-$92
29%
EBITDA to REV Ex-TAC
37%
35%
36%
 
 
* At guidance midpoint
2

 
Conference Call
 
Perion management will host a Zoom conference call to discuss the results at 8:30 a.m. ET today.
 
Registration Link: https://incommconferencing.zoom.us/webinar/register/WN_I2SURvXmQIaBRsgd8S0bSg
If not on Zoom, Participant Dial-In: 877-407-0779 / 201-389-0914
 
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 stock-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 certain accounting entries under the business combination accounting rules that require us to recognize a legal performance obligation related to revenue arrangements of an acquired entity based on its fair value at the date of acquisition. 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, acquisition related expenses, gains and losses recognized on changes in the fair value of contingent consideration arrangements and certain accounting entries under the business combination accounting rules that require us to recognize a legal performance obligation related to revenue arrangements of an acquired entity based on its fair value at the date of acquisition.
 
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. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, we are unable to quantify certain amounts that would be required for such presentation without unreasonable effort. Consequently, no reconciliation of the forward-looking non-GAAP financial measures is included. A reconciliation between results on a GAAP and non-GAAP basis is provided in the last table of this press release.

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, 2020 filed with the SEC on March 25, 2021. 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.
3


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,
 
   
2021
   
2020
   
2021
   
2020
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Audited)
 
Revenues:
                       
Display Advertising
 
$
100,177
   
$
68,400
   
$
265,323
   
$
148,698
 
Search Advertising
   
57,798
     
49,856
     
213,175
     
179,365
 
Total Revenues
   
157,975
     
118,256
     
478,498
     
328,063
 
                                 
Costs and Expenses:
                               
Cost of revenues
   
7,318
     
6,539
     
25,197
     
22,477
 
Traffic acquisition costs and media buy
   
93,342
     
74,809
     
288,018
     
197,626
 
Research and development
   
9,245
     
8,480
     
35,348
     
30,880
 
Selling and marketing
   
16,799
     
11,717
     
53,209
     
39,085
 
General and administrative
   
6,878
     
4,060
     
20,933
     
15,819
 
Depreciation and amortization
   
3,598
     
2,675
     
9,897
     
9,923
 
Total Costs and Expenses
   
137,180
     
108,280
     
432,602
     
315,810
 
                                 
Income from Operations
   
20,795
     
9,976
     
45,896
     
12,253
 
Financial expense, net
   
465
     
1,446
     
581
     
2,638
 
Income before Taxes on income
   
20,330
     
8,530
     
45,315
     
9,615
 
Taxes on income (benefit)
   
2,635
     
(472
)
   
6,609
     
(610
)
Net Income
 
$
17,695
   
$
9,002
   
$
38,706
   
$
10,225
 
                                 
Net Earnings per Share
                               
Basic
 
$
0.48
   
$
0.33
   
$
1.13
   
$
0.38
 
Diluted
 
$
0.44
   
$
0.30
   
$
1.02
   
$
0.36
 
                                 
Weighted average number of shares
                               
Basic
   
36,768,367
     
26,946,060
     
34,397,134
     
26,687,145
 
Diluted
   
40,349,416
     
29,961,648
     
37,829,725
     
28,797,747
 

4

 
PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands

 
 
December 31,
   
December 31,
 
 
 
2021
   
2020
 
 
 
(Unaudited)
   
(Audited)
 
ASSETS
           
Current Assets:
           
Cash and cash equivalents
 
$
104,446
   
$
47,656
 
Restricted cash
   
1,089
     
1,222
 
Short-term bank deposits
   
217,200
     
12,700
 
Accounts receivable, net
   
115,361
     
81,221
 
Prepaid expenses and other current assets
   
8,075
     
4,560
 
Total Current Assets
   
446,171
     
147,359
 
 
               
Long-Term Assets:
               
Property and equipment, net
   
4,211
     
6,770
 
Operating lease right-of-use assets
   
11,578
     
20,266
 
Goodwill and intangible assets, net
   
245,965
     
176,679
 
Deferred taxes
   
5,228
     
7,111
 
Other assets
   
79
     
496
 
Total Long-Term Assets
   
267,061
     
211,322
 
Total Assets
 
$
713,232
   
$
358,681
 
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current Liabilities:
               
Accounts payable
 
$
107,730
   
$
72,498
 
Accrued expenses and other liabilities
   
40,331
     
21,188
 
Short-term operating lease liability
   
3,615
     
4,514
 
Short-term loans and current maturities of long-term loans
   
-
     
8,333
 
Deferred revenues
   
3,852
     
5,711
 
Short-term payment obligation related to acquisitions
   
38,179
     
7,869
 
Total Current Liabilities
   
193,707
     
120,113
 
 
               
Long-Term Liabilities:
               
Payment obligation related to acquisition
   
33,250
     
30,035
 
Long-term operating lease liability
   
9,774
     
17,698
 
Other long-term liabilities
   
9,541
     
6,713
 
Total Long-Term Liabilities
   
52,565
     
54,446
 
Total Liabilities
   
246,272
     
174,559
 
 
               
Shareholders' equity:
               
Ordinary shares
   
375
     
224
 
Additional paid-in capital
   
496,154
     
251,933
 
Treasury shares at cost
   
(1,002
)
   
(1,002
)
Accumulated other comprehensive gain
   
(128
)
   
112
 
Accumulated deficit
   
(28,439
)
   
(67,145
)
Total Shareholders' Equity
   
466,960
     
184,122
 
Total Liabilities and Shareholders' Equity
 
$
713,232
   
$
358,681
 

5

 
PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands

 
 
Three months ended
   
Year ended
 
 
 
December 31,
   
December 31,
 
 
 
2021
   
2020
   
2021
   
2020
 
 
 
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Audited)
 
Cash flows from operating activities:
                       
Net Income
 
$
17,695
   
$
9,002
   
$
38,706
   
$
10,225
 
Adjustments required to reconcile net income to net cash provided by operating activities:
                               
Depreciation and amortization
   
3,598
     
2,675
     
9,897
     
9,923
 
Stock-based compensation expense
   
3,252
     
1,534
     
6,985
     
4,447
 
Foreign currency translation
   
(116
)
   
108
     
(223
)
   
19
 
Accrued interest, net
   
(80
)
   
(138
)
   
(300
)
   
(125
)
Deferred taxes, net
   
(2,572
)
   
(754
)
   
(2,755
)
   
(3,093
)
Accrued severance pay, net
   
330
     
(228
)
   
663
     
(23
)
Loss (gain) from sale of property and equipment
   
132
     
(78
)
   
121
     
10
 
Net changes in operating assets and liabilities
   
6,597
     
799
     
18,012
     
776
 
Net cash provided by operating activities
 
$
28,836
   
$
12,920
   
$
71,106
   
$
22,159
 
 
                               
Cash flows from investing activities:
                               
Purchases of property and equipment, net of sales
   
(37
)
   
(67
)
   
(532
)
   
(454
)
Short-term deposits, net
   
(157,200
)
   
(4,400
)
   
(204,500
)
   
10,534
 
Cash paid in connection with acquisitions, net of cash acquired
   
(35,000
)
   
1,186
     
(38,438
)
   
(19,000
)
Obligation in connection with acquisitions
   
-
     
(1,347
)
   
-
     
-
 
Net cash used in investing activities
 
$
(192,237
)
 
$
(4,628
)
 
$
(243,470
)
 
$
(8,920
)
 
                               
Cash flows from financing activities:
                               
Issuance of shares in private placement, net
   
169,529
     
-
     
230,489
     
-
 
Proceeds from exercise of stock-based compensation
   
1,958
     
2,200
     
6,898
     
4,286
 
Proceeds from short-term loans
   
-
     
(12,500
)
   
-
     
-
 
Repayment of long-term loans
   
-
     
(2,084
)
   
(8,333
)
   
(8,333
)
Net cash provided by (used in) financing activities
 
$
171,487
   
$
(12,384
)
 
$
229,054
   
$
(4,047
)
 
                               
Effect of exchange rate changes on cash and cash equivalents and restricted cash
   
16
     
89
     
(33
)
   
81
 
Net increase (decrease) in cash and cash equivalents and restricted cash
   
8,102
     
(4,003
)
   
56,657
     
9,273
 
Cash and cash equivalents and restricted cash at beginning of period
   
97,433
     
52,881
     
48,878
     
39,605
 
Cash and cash equivalents and restricted cash at end of period
 
$
105,535
   
$
48,878
   
$
105,535
   
$
48,878
 

6


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,
 
   
2021
   
2020
   
2021
   
2020
 
   
(Unaudited)
   
(Unaudited)
 
GAAP Net Income
 
$
17,695
   
$
9,002
   
$
38,706
   
$
10,225
 
Stock-based compensation
   
3,252
     
1,534
     
6,985
     
4,447
 
Amortization of acquired intangible assets
   
2,807
     
1,611
     
6,875
     
5,261
 
Retention and other related to M&A related expenses
   
3,547
     
2,147
     
9,074
     
7,159
 
Changes in FV of Earnout contingent consideration
   
(2,246
)
   
(998
)
   
(2,246
)
   
(998
)
Foreign exchange losses (gains) associated with ASC-842
   
169
     
475
     
(38
)
   
422
 
Revaluation of acquisition related contingent consideration
   
286
     
175
     
761
     
620
 
Taxes on the above items
   
(222
)
   
(159
)
   
(130
)
   
(503
)
Non-GAAP Net Income
 
$
25,288
   
$
13,787
   
$
59,987
   
$
26,633
 
                                 
Non-GAAP Net Income
 
$
25,288
   
$
13,787
   
$
59,987
   
$
26,633
 
Taxes on income
   
2,857
     
(313
)
   
6,739
     
(107
)
Financial expense (income), net
   
10
     
796
     
(142
)
   
1,596
 
Depreciation
   
791
     
1,064
     
3,022
     
4,662
 
Adjusted EBITDA
 
$
28,946
   
$
15,334
   
$
69,606
   
$
32,784
 
Non-GAAP diluted earnings per share
 
$
0.62
   
$
0.45
   
$
1.57
   
$
0.91
 
                                 
Shares used in computing non-GAAP diluted earnings per share
   
40,613,055
     
30,395,478
     
38,176,470
     
29,268,098
 

 
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