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 August 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 August 3, 2022, Perion Network Ltd. (the “Registrant” or “Perion”) issued a press release titled “Perion’s Momentum Continues, Achieves Record Second Quarter With Revenue Up 34% Year-over-Year, Net Income Up 175%.” 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: August 3, 2022
 
- 3 -


Exhibit 99.1

 
Perion’s Momentum Continues, Achieves Record Second Quarter
With Revenue Up 34% Year-over-Year, Net Income Up 175%
 
Company Reiterates Annual Guidance, Reflecting Ongoing Confidence in Sustainable Growth Despite Challenging Macro Environment
 
Tel Aviv & New York – August 3, 2022 – Perion Network Ltd. (NASDAQ & TASE: PERI), a global advertising technology company whose synergistic solutions are delivered across the three primary channels of digital advertising – ad search, social media and display / video / CTV advertising – today reported record financial results for the second quarter ended June 30, 2022.  
 
“Second quarter 2022 results mark Perion’s eighth consecutive quarter of year-over-year revenue and Adjusted EBITDA growth, demonstrating the predictability and sustainability of our business model, underpinned by our diversification strategy,” said Doron Gerstel, Perion’s CEO. “Our structural diversification by channel provides us with a unique level of agility to shift our business to where media budgets are trending. In response to the current macro-economic pressure, advertisers are demanding greater performance, and shifting media budgets to direct response. This has driven the RPM (Revenue Per Thousand searches) of our search advertising to an all-time record high.”
 
“Perion’s continued margin expansion demonstrates the effectiveness of our Intelligent HUB (iHUB). By connecting all our data assets and analyzing signals from all channels on both sides of the open web, iHub optimizes campaign yields, increases operational efficiencies and powers new, innovative products like SORTTM. These capabilities leverage our data advantage and deep understanding of market trends to support the growing number of advertisers who struggle to tackle the cookieless future ahead, and even more importantly, reflect that consumers increasingly favor brands that protect their privacy,” added Mr. Gerstel.
 
“Our growing marketplace traction is measurable by a significant increase in SORT™ campaigns, which, when combined with ongoing positive trends, have increased customer spend on video and CTV, giving us confidence that our momentum is sustainable even in the face of global economic concerns,” concluded Mr. Gerstel.
 
Second Quarter 2022 Highlights
 
-          Video revenue grew by 273% year-over-year, representing 44% of Display Advertising revenue
 
-          CTV revenue grew by 90% year-over-year, representing 6% of Display Advertising revenue
 
-          SORTTM customers nearly doubled quarter-over-quarter from 65 to 126, and SORTTM customers’ spend increased by 62%, accounting for 14% of Display Advertising revenue
 
-          Increase in the adoption of our Video Platform holistic solution:
 

o
145% year-over-year increase in Video Platform to 54 publishers 
 

o
52% year-over-year increase in revenue from retained Video Platform publishers
 
-          The number of search advertising publishers increased by 33% year-over-year, RPM increased by 42% over the same period
 

Second Quarter 2022 Financial Highlights(1)
 
In millions,
except per share data
 
Three months ended
   
Six months ended
 
 
 
June 30,
   
June 30,
 
 
 
2022
   
2021
   
%
   
2022
   
2021
   
%
 
Display Advertising Revenue
 
$
81.6
   
$
58.0
     
+41
%
 
$
150.2
   
$
96.2
     
+56
%
Search Advertising Revenue
 
$
65.1
   
$
51.6
     
+26
%
 
$
121.8
   
$
103.3
     
+18
%
Total Revenue
 
$
146.7
   
$
109.7
     
+34
%
 
$
272.0
   
$
199.5
     
+36
%
GAAP Net Income
 
$
19.5
   
$
7.1
     
+175
%
 
$
35.0
   
$
10.4
     
+237
%
Non-GAAP Net Income
 
$
24.5
   
$
12.3
     
+99
%
 
$
45.2
   
$
19.3
     
+134
%
Adjusted EBITDA
 
$
28.5
   
$
14.3
     
+99
%
 
$
51.1
   
$
23.1
     
+122
%
Adjusted EBITDA to Revenue Ex-TAC
   
47%

   
33%

   
+43
%
   
44%

   
29%

   
+51
%
Net Cash from Operations
 
$
25.7
   
$
14.6
     
+76
%
 
$
49.3
   
$
28.1
     
+75
%
GAAP Diluted EPS
 
$
0.41
   
$
0.19
     
+116
%
 
$
0.74
   
$
0.29
     
+155
%
Non-GAAP Diluted EPS
 
$
0.51
   
$
0.33
     
+55
%
 
$
0.95
   
$
0.53
     
+79
%
 

(1)See below reconciliation of GAAP to Non-GAAP measures
 
Outlook
 
“Our strong performance, our team's excellent execution, continuing market share gains and improving efficiencies give us confidence that we will, at least, achieve the high-end of our full-year Adjusted EBITDA guidance, even when taking further global recessionary conditions into account,” Mr. Gerstel concluded.
 
($M)
2021
Prior 2022 Guidance
Current 2022 Guidance
YoY Growth %
Revenue
$478.5
$620-$640
$620-$640
32%(1)
Adjusted EBITDA
$69.6
$98-$102
$102 +
47%
Adjusted EBITDA to Revenue Ex-TAC
37%
40%(1)
41%(1)+
 

(1)At guidance midpoint
 
Financial Comparison for the Second Quarter of 2022
 
Revenue: Revenue increased by 34% to $146.7 million in the second quarter of 2022 from $109.7 million in the second quarter of 2021. Display Advertising revenue increased by 41% year-over-year, primarily due to a 273% growth in video, now representing 44% of Display Advertising revenue (17% in 2021) and 90% increase in CTV revenue, which represents 6% of Display Advertising revenue. Number of SORTTM customers nearly doubled quarter-over-quarter, from 65 to 126, SORTTM customers spending increased by 62%, representing 14% of Display Advertising revenue. Search revenue increased by 26%, accounting for 44% of revenue, primarily due to a 42% increase in average RPM and a 33% increase in number of publishers.
 
2

 
Traffic Acquisition Costs (“TAC”): TAC amounted to $86.0 million, or 58.6% of revenue, in the second quarter of 2022, compared to $66.2 million, or 60.4% of revenue, in the second quarter of 2021. The media margin improvement was primarily due to improved commercial terms, a favorable product mix of ad formats, and the IHub Control Systems.
 
Net Income: On a GAAP basis, net income increased by 175% to $19.5 million in the second quarter of 2022 from $7.1 million in the second quarter of 2021.
 
Non-GAAP Net Income: Non-GAAP net income was $24.5 million, or 16.7% of revenue, in the second quarter of 2022, compared to $12.3 million, or 11.2% of revenue, in the second quarter of 2021. A reconciliation of GAAP to non-GAAP net income is included in this press release.
 
Adjusted EBITDA: Adjusted EBITDA was $28.5 million, or 19.4% of revenue (and 47% of revenue Ex TAC), in the second quarter of 2022, compared to $14.3 million, or 13.0% of revenue (and 33% of revenue Ex TAC), in the second quarter of 2021. A reconciliation of GAAP Net Income to Adjusted EBITDA is included in this press release.
 
Cash and Cash Flow from Operations: As of June 30, 2022, cash and cash equivalents and short-term bank deposits were $353.0 million. Net cash provided by operating activities in the second quarter of 2022 was $25.7 million, compared to $14.6 million in the second quarter of 2021 and $23.6 million in the first quarter of 2022.
 
Conference Call
 
Perion management will host a conference call to discuss the results at 8:30 a.m. ET today. Call details:
 
●     Registration link:
 
https://incommconferencing.zoom.us/webinar/register/WN_oEkHYSvyQ--7h7MrEhjNkg
 
●     Toll Free: 1-877-407-0779
 
●     Toll/International: 1-201-389-0914
 
A replay of the call and a transcript will be available within approximately 24 hours of the live event on Perion’s Website.
 
About Perion Network Ltd.
 
Perion is a global advertising technology company whose synergistic solutions are delivered across the three primary channels of digital advertising – ad search, social media and display / video / CTV advertising. These channels are brought together by Perion’s intelligent Hub, which integrates the company’s business assets from both sides of the open Web, providing significant benefit to its brands and publisher customers.
 
For more information, visit Perion’s website at www.perion.com.
 
3

 
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. Revenue after Traffic Acquisition Costs (“Revenue ex-TAC”) presents revenue reduced by traffic acquisition costs, reflecting that a portion of our revenue must be directly passed to publishers or advertisers and presents our revenue excluding such items.
 
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, 2021 filed with the SEC on March 16, 2022. Perion does not assume any obligation to update these forward-looking statements.
 
Contact Information:
 
Perion Network Ltd.
Dudi Musler, VP of Investor Relations
+972 (54) 7876785
dudim@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
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2022
   
2021
   
2022
   
2021
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                         
Revenue:
                       
Display Advertising
 
$
81,551
   
$
58,029
   
$
150,154
   
$
96,166
 
Search Advertising
   
65,105
     
51,648
     
121,817
     
103,328
 
Total Revenue
   
146,656
     
109,677
     
271,971
     
199,494
 
                                 
Costs and Expenses:
                               
Cost of revenue
   
6,861
     
6,159
     
13,474
     
11,595
 
Traffic acquisition costs and media buy
   
85,956
     
66,226
     
156,930
     
121,086
 
Research and development
   
8,336
     
8,928
     
17,369
     
17,473
 
Selling and marketing
   
13,955
     
12,879
     
27,293
     
23,484
 
General and administrative
   
6,468
     
4,629
     
12,134
     
8,760
 
Depreciation and amortization
   
3,208
     
2,000
     
6,393
     
4,377
 
Total Costs and Expenses
   
124,784
     
100,821
     
233,593
     
186,775
 
                                 
Income from Operations
   
21,872
     
8,856
     
38,378
     
12,719
 
Financial expense (income), net
   
(903
)
   
298
     
(1,507
)
   
105
 
Income before Taxes on income
   
22,775
     
8,558
     
39,885
     
12,614
 
Taxes on income
   
3,275
     
1,475
     
4,919
     
2,225
 
Net Income
 
$
19,500
   
$
7,083
   
$
34,966
   
$
10,389
 
                                 
Net Earnings per Share
                               
Basic
 
$
0.44
   
$
0.21
   
$
0.79
   
$
0.31
 
Diluted
 
$
0.41
   
$
0.19
   
$
0.74
   
$
0.29
 
                                 
Weighted average number of shares
                               
Basic
   
44,439,023
     
34,074,321
     
44,238,414
     
33,116,072
 
Diluted
   
47,292,249
     
37,085,265
     
47,210,769
     
36,289,802
 

5

 
PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands

 
 
 
June 30,
   
December 31,
 
 
 
2022
   
2021
 
 
 
(Unaudited)
   
(Audited)
 
ASSETS
           
Current Assets:
           
Cash and cash equivalents
 
$
102,398
   
$
104,446
 
Restricted cash
   
1,039
     
1,089
 
Short-term bank deposits
   
250,600
     
217,200
 
Accounts receivable, net
   
86,251
     
115,361
 
Prepaid expenses and other current assets
   
11,809
     
8,075
 
Total Current Assets
   
452,097
     
446,171
 
 
               
Long-Term Assets:
               
Property and equipment, net
   
3,935
     
4,211
 
Operating lease right-of-use assets
   
9,961
     
11,578
 
Goodwill and intangible assets, net
   
240,364
     
245,965
 
Deferred taxes
   
5,398
     
5,228
 
Other assets
   
70
     
79
 
Total Long-Term Assets
   
259,728
     
267,061
 
Total Assets
 
$
711,825
   
$
713,232
 
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current Liabilities:
               
Accounts payable
 
$
96,687
   
$
107,730
 
Accrued expenses and other liabilities
   
25,314
     
40,331
 
Short-term operating lease liability
   
3,251
     
3,615
 
Deferred revenue
   
2,560
     
3,852
 
Short-term payment obligation related to acquisitions
   
37,724
     
38,179
 
Total Current Liabilities
   
165,536
     
193,707
 
 
               
Long-Term Liabilities:
               
Payment obligation related to acquisition
   
21,491
     
33,250
 
Long-term operating lease liability
   
7,663
     
9,774
 
Other long-term liabilities
   
9,935
     
9,541
 
Total Long-Term Liabilities
   
39,089
     
52,565
 
Total Liabilities
   
204,625
     
246,272
 
 
               
Shareholders' equity:
               
Ordinary shares
   
379
     
375
 
Additional paid-in capital
   
502,573
     
496,154
 
Treasury shares at cost
   
(1,002
)
   
(1,002
)
Accumulated other comprehensive loss
   
(1,277
)
   
(128
)
Retained earnings (accumulated deficit)
   
6,527
     
(28,439
)
Total Shareholders' Equity
   
507,200
     
466,960
 
Total Liabilities and Shareholders' Equity
 
$
711,825
   
$
713,232
 

6

 
PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

In thousands

 
 
Three months ended
   
Six months ended
 
 
 
June 30,
   
June 30,
 
 
 
2022
   
2021
   
2022
   
2021
 
 
 
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
 
                       
Cash flows from operating activities:
                       
Net Income
 
$
19,500
   
$
7,083
   
$
34,966
   
$
10,389
 
Adjustments required to reconcile net income to net cash provided by operating activities:
                               
Depreciation and amortization
   
3,208
     
2,000
     
6,393
     
4,377
 
Stock-based compensation expense
   
2,701
     
1,234
     
5,129
     
1,989
 
Foreign currency translation
   
(128
)
   
31
     
(174
)
   
(89
)
Accrued interest, net
   
(639
)
   
(92
)
   
(1,181
)
   
(167
)
Deferred taxes, net
   
(44
)
   
59
     
(248
)
   
295
 
Accrued severance pay, net
   
409
     
89
     
503
     
198
 
Gain from sale of property and equipment
   
(6
)
   
(10
)
   
(6
)
   
(11
)
Net changes in operating assets and liabilities
   
720
     
4,231
     
3,893
     
11,115
 
Net cash provided by operating activities
 
$
25,721
   
$
14,625
   
$
49,275
   
$
28,096
 
 
                               
Cash flows from investing activities:
                               
Purchases of property and equipment, net of sales
   
(177
)
   
(211
)
   
(429
)
   
(355
)
Short-term deposits, net
   
(1,000
)
   
(27,000
)
   
(33,400
)
   
(70,300
)
Cash paid in connection with acquisitions, net of cash acquired
   
(6,170
)
   
(3,438
)
   
(9,570
)
   
(3,438
)
Net cash used in investing activities
 
$
(7,347
)
 
$
(30,649
)
 
$
(43,399
)
 
$
(74,093
)
 
                               
Cash flows from financing activities:
                               
Issuance of shares in private placement, net
   
-
     
-
     
-
     
60,960
 
Proceeds from exercise of stock-based compensation
   
346
     
2,170
     
1,294
     
3,871
 
Payment made in connection with acquisition
   
(9,091
)
   
-
     
(9,091
)
   
-
 
Repayment of long-term loans
   
-
     
-
     
-
     
(8,333
)
Net cash provided by (used in) financing activities
 
$
(8,745
)
 
$
2,170
   
$
(7,797
)
 
$
56,498
 
 
                               
Effect of exchange rate changes on cash and cash equivalents and restricted cash
   
(147
)
   
9
     
(177
)
   
(3
)
Net increase (decrease) in cash and cash equivalents and restricted cash
   
9,482
     
(13,845
)
   
(2,098
)
   
10,498
 
Cash and cash equivalents and restricted cash at beginning of period
   
93,955
     
73,221
     
105,535
     
48,878
 
Cash and cash equivalents and restricted cash at end of period
 
$
103,437
   
$
59,376
   
$
103,437
   
$
59,376
 

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
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2022
   
2021
   
2022
   
2021
 
   
(Unaudited)
   
(Unaudited)
 
                         
GAAP Net Income
 
$
19,500
   
$
7,083
   
$
34,966
   
$
10,389
 
Stock-based compensation
   
2,701
     
1,234
     
5,129
     
1,989
 
Amortization of acquired intangible assets
   
2,812
     
1,356
     
5,601
     
2,698
 
Retention and other related to M&A related expenses
   
679
     
2,178
     
1,230
     
3,966
 
Foreign exchange losses (gains) associated with ASC-842
   
(548
)
   
105
     
(745
)
   
(213
)
Revaluation of acquisition related contingent consideration
   
129
     
170
     
261
     
339
 
Taxes on the above items
   
(771
)
   
197
     
(1,212
)
   
146
 
Non-GAAP Net Income
 
$
24,502
   
$
12,323
   
$
45,230
   
$
19,314
 
                                 
Non-GAAP Net Income
 
$
24,502
   
$
12,323
   
$
45,230
   
$
19,314
 
Taxes on income
   
4,046
     
1,278
     
6,131
     
2,079
 
Financial expense (income), net
   
(484
)
   
23
     
(1,023
)
   
(21
)
Depreciation
   
396
     
644
     
792
     
1,679
 
Adjusted EBITDA
 
$
28,460
   
$
14,268
   
$
51,130
   
$
23,051
 
Non-GAAP diluted earnings per share
 
$
0.51
   
$
0.33
   
$
0.95
   
$
0.53
 
                                 
Shares used in computing non-GAAP diluted earnings per share
   
47,906,671
     
37,429,049
     
47,744,781
     
36,576,534
 


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