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 May 2023

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 May 3, 2023, Perion Network Ltd. (the “Registrant” or “Perion”) issued a press release titled “Perion’s Momentum Continues, Delivering 16% Revenue Growth and 54% Increase in 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, 333-262260 and 333-266928).

- 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: May 3, 2023

- 3 -

Exhibit 99.1

Perion’s Momentum Continues, Delivering 16% Revenue Growth
and 54% Increase in Net Income
 
Company raises Annual Guidance, Reflecting Continued Media Margin Expansion and Strong Growth Drivers
 
Tel Aviv & New York – May 3, 2023 – 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 its financial results for the first quarter ended March 31, 2023.
 
Doron Gerstel, Perion’s CEO, stated, “We continue to outperform the adtech industry despite the challenging macro environment, as reflected in our ongoing market share gains and increased efficiencies, which are made possible by our innovative technology. All of these collectively, are driving top-line growth and margin expansion”. 
 
“We are growing in the areas where technology matters most,” added Mr. Gerstel. “These include video – which continues to represent an increasing portion of our display revenue; our fast-growing retail media channel; our privacy-first targeting solution SORT®, and our search advertising solution. The rapid emergence of ChatGPT in the market and Microsoft’s mission to further expand the role of AI within search, has elevated user interest in Bing. As a result, we experienced a 49% year-over-year growth in average daily searches, as well as a lift in new publishers”.
 
“Our ongoing margin and top-line growth are the result of our ability to consolidate cross channel data signals in a central place – Perion’s iHUB. Advanced proprietary AI technology powers a centralized bidding system that maximizes unit revenue (CPM), while reducing media cost and simultaneously meeting our customer ROAS (Return on Ad Spend) expectations,” added Mr. Gerstel.
 
First Quarter 2023 Business Highlights
 
Media margin increased to 45%, compared with 43% in the first quarter of 2022
 
Video revenue increased by 26% year-over-year, representing 44% of Display Advertising Revenue compared with 41% last year
 

o
The number of video platform publishers increased by 63% year-over-year to 75 publishers
 

o
Revenue from retained video platform publishers increased by 71% year-over-year
 

o
Average revenue per video platform publisher increased by 22% year-over-year
 
CTV revenue increased by 12% year-over-year, representing 8% of Display Advertising Revenue - similar to last year, with the number of CTV customers nearly doubling
 
Retail Media revenue increased by 60% year-over-year, representing 8% of Display Advertising Revenue compared with 6% last year, with the number of retail media customers up 32% over the same period
 
SORT® spending increased by 93% year-over-year, representing 17% of Display Advertising Revenue, driven by a 142% increase in the number of customers
 
The number of search advertising publishers increased by 29% year-over-year, while the number of average daily searches increased by 49% to 26.3 million over the same period
 

 
First Quarter 2023 Financial Highlights(1)
 
In millions,
except per share data
 
Three months ended
 
 
 
March 31,
 
 
 
2023
   
2022
   
%
 
Display Advertising Revenue
 
$
79.9
   
$
68.6
     
+16
%
Search Advertising Revenue
 
$
65.3
   
$
56.7
     
+15
%
Total Revenue
 
$
145.2
   
$
125.3
     
+16
%
Gross Profit (Revenue ex-TAC)
 
$
65.3
   
$
54.3
     
+20
%
GAAP Net Income
 
$
23.8
   
$
15.5
     
+54
%
Non-GAAP Net Income
 
$
29.9
   
$
20.7
     
+44
%
Adjusted EBITDA
 
$
31.3
   
$
22.7
     
+38
%
Adjusted EBITDA to Revenue ex-TAC
   
48
%
   
42
%
       
Net Cash from Operations
 
$
17.8
   
$
23.6
     
-25
%
GAAP Diluted EPS
 
$
0.48
   
$
0.33
     
+45
%
Non-GAAP Diluted EPS
 
$
0.60
   
$
0.44
     
+36
%

(1) See below reconciliation of GAAP to Non-GAAP measures.

Outlook for 2023
 
“Given our current visibility, and the sustainability and predictability of our business model, we feel confident in raising annual guidance for the full year 2023. The management transition announced in February is on track and I am confident that Perion will continue to thrive under Tal Jacobson’s leadership,” concluded Mr. Gerstel.
 
In millions
 
2022
   
Prior 2023
Guidance
   
Current 2023
Guidance
   
YoY
Growth %1
 
Revenue
 
$640.3
   
$720-$740
   
$725-$745
   
15%1

Adjusted EBITDA
 
$132.4
   
$149-$153
   
$155+

 
17%

Adjusted EBITDA to Revenue
 
21%

 
21%1

 
21%1

     
Adjusted EBITDA to Revenue ex-TAC
 
49%

 
50%1

 
50%1

     

(1) Calculated at revenue guidance midpoint
 
Financial Comparison for the First Quarter of 2023
 
Revenue: Revenue increased by 16% to $145.2 million in the first quarter of 2023 from $125.3 million in the first quarter of 2022. Display Advertising Revenue increased by 16% year-over-year, accounting for 55% of total revenue. Growth was primarily due to a 26% increase in video revenue, 12% increase in CTV revenue, 93% increase in SORT® customer spending and a 60% year-over-year increase in Retail media revenue. Search Advertising Revenue increased by 15% year-over-year, accounting for 45% of revenue, primarily due to a 29% increase in the number of publishers and a 49% increase in average daily searches, offsetting a 22% decrease in RPM.
 

 
Traffic Acquisition Costs (“TAC”): TAC amounted to $79.9 million, or 55% of revenue, in the first quarter of 2023, compared with $71.0 million, or 57% of revenue, in the first quarter of 2022. The improvement in media margin was primarily due to our proprietary iHUB technology which optimizes media buying and reduces our media cost, as well as Search and Display advertising product mix.
 
Net Income: On a GAAP basis, net income increased by 54% to $23.8 million in the first quarter of 2023 from $15.5 million in the first quarter of 2022. Non-GAAP net income was $29.9 million, or 21% of revenue, in the first quarter of 2023, compared with $20.7 million, or 17% of revenue, in the first quarter of 2022. A reconciliation of GAAP to non-GAAP net income is included in this press release.
 
Adjusted EBITDA: Adjusted EBITDA was $31.3 million, or 22% of revenue and 48% of revenue ex-TAC, in the first quarter of 2023, compared with $22.7 million, or 18% of revenue and 42% of revenue ex-TAC, in the first quarter of 2022. 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 the first quarter of 2023 was $17.8 million, compared with $23.6 million in the first quarter of 2022. Operating cash flow was affected by the shift of approximately $8 million in customer collection from March 2023 to April 2023 and a one-time change in working capital needs.
 
Cash, cash equivalents, short-term bank deposits and marketable securities: As of March 31, 2023, cash and cash equivalents, short-term bank deposits and marketable securities amounted to $436.3 million, compared with $429.6 million as of December 31, 2022. The $6.7 million increase is primarily a result of $17.8 million in cash from operations, partially offset by $13.3 million cash paid in connection with acquisitions.
 
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_Uje6WNcQSpmH5CcsC3x4pg
 

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, including video and CTV (connected TV) advertising. These channels are brought together by Perion’s intelligent HUB (iHUB), which integrates Perion’s business assets from both sides of the open Web, providing significant benefits to brands and publishers.
 
For more information, visit Perion's website at www.perion.com.

 
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 changes in fair value of earnout contingent consideration. 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. Revenue excluding 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”, “estimate” 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, changes in applicable laws and regulations as well as industry self-regulation, data breaches, cyber-attacks and other similar incidents, 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, 2022 filed with the SEC on March 15, 2023. 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
 

 
   
Three months ended
 
   
March 31,
 
   
2023
   
2022
 
   
(Unaudited)
   
(Unaudited)
 
             
Revenue:
           
Display Advertising
 
$
79,878
   
$
68,603
 
Search Advertising
   
65,272
     
56,712
 
Total Revenue
   
145,150
     
125,315
 
                 
Costs and Expenses:
               
Cost of revenue
   
7,559
     
6,613
 
Traffic acquisition costs and media buy
   
79,875
     
70,974
 
Research and development
   
8,353
     
9,033
 
Selling and marketing
   
14,955
     
13,338
 
General and administrative
   
6,543
     
5,666
 
Depreciation and amortization
   
3,361
     
3,185
 
Total Costs and Expenses
   
120,646
     
108,809
 
                 
Income from Operations
   
24,504
     
16,506
 
Financial income, net
   
3,428
     
604
 
Income before Taxes on income
   
27,932
     
17,110
 
Taxes on income
   
4,147
     
1,644
 
Net Income
 
$
23,785
   
$
15,466
 
                 
Net Earnings per Share
               
Basic
 
$
0.51
   
$
0.35
 
Diluted
 
$
0.48
   
$
0.33
 
                 
Weighted average number of shares
               
Basic
   
46,382,655
     
44,035,576
 
Diluted
   
49,467,671
     
47,030,727
 
 

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands

 
 
March 31,
   
December 31,
 
 
 
2023
   
2022
 
 
 
(Unaudited)
   
(Audited)
 
ASSETS
           
Current Assets:
           
Cash and cash equivalents
 
$
133,440
   
$
176,226
 
Restricted cash
   
1,304
     
1,295
 
Short-term bank deposits
   
251,300
     
253,400
 
Accounts receivable, net
   
133,482
     
160,488
 
Prepaid expenses and other current assets
   
13,065
     
12,049
 
Marketable Securities
   
51,583
     
-
 
Total Current Assets
   
584,174
     
603,458
 
 
               
Long-Term Assets:
               
Property and equipment, net
   
3,435
     
3,611
 
Operating lease right-of-use assets
   
9,228
     
10,130
 
Goodwill and intangible assets, net
   
244,226
     
247,191
 
Deferred taxes
   
5,719
     
5,779
 
Other assets
   
44
     
49
 
Total Long-Term Assets
   
262,652
     
266,760
 
Total Assets
 
$
846,826
   
$
870,218
 
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current Liabilities:
               
Accounts payable
 
$
131,154
   
$
155,854
 
Accrued expenses and other liabilities
   
22,752
     
37,869
 
Short-term operating lease liability
   
3,894
     
3,900
 
Deferred revenue
   
1,914
     
2,377
 
Short-term payment obligation related to acquisitions
   
54,585
     
34,608
 
Total Current Liabilities
   
214,299
     
234,608
 
 
               
Long-Term Liabilities:
               
Payment obligation related to acquisition
   
-
     
33,113
 
Long-term operating lease liability
   
6,534
     
7,580
 
Other long-term liabilities
   
13,668
     
11,783
 
Total Long-Term Liabilities
   
20,202
     
52,476
 
Total Liabilities
   
234,501
     
287,084
 
 
               
Shareholders' equity:
               
Ordinary shares
   
403
     
398
 
Additional paid-in capital
   
518,994
     
513,534
 
Treasury shares at cost
   
(1,002
)
   
(1,002
)
Accumulated other comprehensive loss
   
(641
)
   
(582
)
Retained earnings
   
94,571
     
70,786
 
Total Shareholders' Equity
   
612,325
     
583,134
 
Total Liabilities and Shareholders' Equity
 
$
846,826
   
$
870,218
 


 
PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands

 
 
Three months ended
 
 
 
March 31,
 
 
 
2023
   
2022
 
 
 
(Unaudited)
   
(Unaudited)
 
 
           
Cash flows from operating activities:
           
Net Income
 
$
23,785
   
$
15,466
 
Adjustments required to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
3,361
     
3,185
 
Stock-based compensation expense
   
3,402
     
2,428
 
Foreign currency translation
   
(2
)
   
(46
)
Accrued interest, net
   
(4,181
)
   
(542
)
Deferred taxes, net
   
78
     
(204
)
Accrued severance pay, net
   
1,598
     
94
 
Gain from sale of property and equipment
   
(12
)
   
-
 
Net changes in operating assets and liabilities
   
(10,250
)
   
3,173
 
Net cash provided by operating activities
 
$
17,779
   
$
23,554
 
 
               
Cash flows from investing activities:
               
Purchases of property and equipment, net of sales
   
(134
)
   
(252
)
Purchase of marketable securities, net of sales
   
(51,406
)
   
-
 
Short-term deposits, net
   
2,100
     
(32,400
)
Cash paid in connection with acquisitions, net of cash acquired
   
-
     
(3,400
)
Net cash used in investing activities
 
$
(49,440
)
 
$
(36,052
)
 
               
Cash flows from financing activities:
               
Proceeds from exercise of stock-based compensation
   
2,063
     
948
 
Payments of contingent consideration
   
(13,256
)
   
-
 
Net cash provided by (used in) financing activities
 
$
(11,193
)
 
$
948
 
 
               
Effect of exchange rate changes on cash and cash equivalents and restricted cash
   
77
     
(30
)
Net decrease in cash and cash equivalents and restricted cash
   
(42,777
)
   
(11,580
)
Cash and cash equivalents and restricted cash at beginning of period
   
177,521
     
105,535
 
Cash and cash equivalents and restricted cash at end of period
 
$
134,744
   
$
93,955
 


 
PERION NETWORK LTD. AND ITS SUBSIDIARIES

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

   
Three months ended
 
   
March 31,
 
   
2023
   
2022
 
   
(Unaudited)
 
             
GAAP Net Income
 
$
23,785
   
$
15,466
 
Stock-based compensation
   
3,402
     
2,428
 
Amortization of acquired intangible assets
   
2,963
     
2,789
 
Retention and other related to M&A related expenses
   
7
     
551
 
Foreign exchange gains associated with ASC-842
   
(116
)
   
(197
)
Revaluation of acquisition related contingent consideration
   
144
     
132
 
Taxes on the above items
   
(285
)
   
(441
)
Non-GAAP Net Income
 
$
29,900
   
$
20,728
 
                 
Non-GAAP Net Income
 
$
29,900
   
$
20,728
 
Taxes on income
   
4,432
     
2,085
 
Financial income, net
   
(3,456
)
   
(539
)
Depreciation
   
398
     
396
 
Adjusted EBITDA
 
$
31,274
   
$
22,670
 
Non-GAAP diluted earnings per share
 
$
0.60
   
$
0.44
 
                 
Shares used in computing non-GAAP diluted earnings per share
   
49,738,514
     
47,620,874