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 November 2014 (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
Contents
This Report on Form 6-K of the registrant consists of the following document, which is attached hereto and incorporated by reference herein and the GAAP financial statements contained in such document are incorporated by reference into the registrant's Registration Statements on Form F-3 (Registration No. 333-195794) and Form S-8 (Registration Nos. 333-193145, 333-192376, 333-188714, 333-171781, 333-152010 and 333-133968).
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Exhibit 1:
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Press Release: Perion Reports Third Quarter 2014 Non-GAAP Revenue of $87 Million and Adjusted EBITDA of $34 Million, dated November 6, 2014.
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Signatures
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.
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Perion Network Ltd.
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By:
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/s/ Limor Gershoni Levy | |
| Name: Limor Gershoni Levy | |||
| Title: Corporate Secretary & General Counsel | |||
Date: November 6, 2014
Exhibit Index
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Exhibit 1:
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Press Release: Perion Reports Third Quarter 2014 Non-GAAP Revenue of $87 Million and Adjusted EBITDA of $34 Million, dated November 6, 2014.
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Exhibit 1
PERION REPORTS THIRD QUARTER 2014
NON-GAAP REVENUE OF $87 MILLION AND ADJUSTED EBITDA OF $34 MILLION
Perion accelerates its strategic plan and restructures its search monetization business
Tel Aviv and San Francisco – November 6, 2014 – Perion Network Ltd. (NASDAQ: PERI) announced today its financial results for the third quarter and nine months ended September 30, 2014.
Financial Highlights*
(U.S. dollars in thousands, except for per share data)
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Three months ended September 30,
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Nine months ended September 30,
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2013
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2014
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2013
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2014
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Non-GAAP Revenues
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$ | 81,568 | $ | 87,377 | $ | 242,927 | $ | 315,548 | ||||||||
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Non-GAAP Net Income
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$ | 6,111 | $ | 26,647 | $ | 43,270 | $ | 81,639 | ||||||||
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Adjusted EBITDA
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$ | 12,652 | $ | 33,945 | $ | 57,226 | $ | 101,109 | ||||||||
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Non-GAAP Diluted earnings per share
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$ | 0.11 | $ | 0.38 | $ | 0.78 | $ | 1.18 | ||||||||
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GAAP Net Income (loss)
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$ | (9,815 | ) | $ | 16,996 | $ | 22,222 | $ | 48,499 | |||||||
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GAAP Diluted earnings per share
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$ | 0.06 | $ | 0.24 | $ | 0.92 | $ | 0.69 | ||||||||
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GAAP Cash Flow from operations
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$ | 68,866 | $ |
47,229
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* Reconciliation of GAAP to Non-GAAP measures can be found on page 8.
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Josef Mandelbaum, Perion’s CEO, commented: “I am pleased with our third quarter results, as we delivered revenue and profits in line with our expectations and guidance. As we mentioned last quarter, we took decisive actions ahead of time and lowered our marketing spend to proactively deal with the persistent industry headwinds. In addition, we implemented a reorganization of our search business, which included a head count reduction as well as other cost saving measures. These actions will align costs with the expected lower level of future search revenues.”
Mr. Mandelbaum continued, “We remain confident in our strategy, and will use our strong cash position and continued positive cash flow to focus on being the best in class in two main activities: monetization solutions for developers and mobile marketing solutions for advertisers. In regards to our mobile efforts, we have made considerable progress and are excited to announce the launch of our GrowMobile self-service platform next week in London. GrowMobile Self-Serve is the first cross-network mobile advertising platform, offering a centralized system for buying media across hundreds of traffic sources. In addition, we are developing new monetization products beyond search around activities like PC2Mobile app monetization and targeted advertising for publishers. We believe these investments will enable us to emerge a stronger company, with a unique value proposition to publishers and advertisers.”
In accordance with generally accepted accounting principles (“GAAP”), the acquisition of ClientConnect by Perion, which closed on January 2, 2014, is accounted for as a reverse acquisition. Therefore, Perion is comparing its results to the results of ClientConnect in 2013. The year over year growth described below is attributable to a great extent to the fact that Perion's 2013 results are not included in the results of ClientConnect in 2013.
Non-GAAP Financial Comparison for the third Quarter of 2014:
Revenues: In the third quarter of 2014, revenues were $87.4 million, increasing 7% compared to ClientConnect's revenues of $81.6 million in the third quarter of 2013. Non-GAAP revenues in the third quarter of 2014 include $1.1 million of deferred product revenues, which in accordance with GAAP were recorded at fair value on the acquisition date. In the third quarter of 2013, non-GAAP revenues included $0.6 million of revenues which in the GAAP report were associated with discontinued operations.
Customer Acquisition Costs (“CAC”): In the third quarter of 2014, Perion decreased its investment in CAC to $30.0 million, representing 34% of revenues, compared to $49.8 million, or 61% of revenues in the third quarter of 2013 by ClientConnect.
Costs and Expenses: Excluding CAC, costs and expenses in the third quarter of 2014 were $24.1 million, or 28% of revenues, compared to $21.7 million, or 27% of revenues, at ClientConnect in the third quarter of 2013. Non-GAAP costs and expenses in the third quarter of 2014 excluded $4.8 million amortization of acquired intangible assets, $4.4 million of share based compensation expenses and $1.0 million of acquisition related expenses, all of which were included in the GAAP numbers. In the third quarter of 2013, non-GAAP costs and expenses excluded $4.1 million of share based compensation expenses and included activities of $11.5 million which in the GAAP report were associated with discontinued operations and excluded from costs and expenses.
Adjusted EBITDA: In the third quarter of 2014, adjusted EBITDA was $33.9 million, or 39% of revenues, a 168% increase compared to $12.7 million at ClientConnect in the same quarter last year.
Net Income: In the third quarter of 2014, net income was $26.6 million, or 30% of revenues, compared to $6.1 million, or 7% of revenue at ClientConnect in the third quarter of 2013.
Non-GAAP Financial Comparison for the Nine Months ended September 30, 2014:
Revenues: In the first nine months of 2014 revenues were $315.5 million, increasing 30% compared to ClientConnect's revenues of $242.9 million in the first nine months of 2013. Non-GAAP revenues in the first nine months of 2014 include $4.9 million of deferred product revenues, which in accordance with GAAP were recorded at fair value on the acquisition date. In the first nine months of 2013, non-GAAP revenues included $1.5 million of revenue which in the GAAP report was associated with discontinued operations.
Customer Acquisition Costs (“CAC”): In the first nine months of 2014, Perion increased its investment in CAC to $145.5 million, representing 46% of revenues, compared to ClientConnect's $131.7 million in first the nine months of 2013.
Costs and Expenses: Excluding CAC, costs and expenses in the first nine months of 2014 were $70.8 million, or 22% of revenues, compared to $58.0 million, or 24% of revenues, at ClientConnect in the first nine months of 2013. Non-GAAP costs and expenses in the first nine months of 2014 excluded $13.8 million amortization of acquired intangible assets, $12.7 million of share based compensation expenses and $4.4 million of acquisition related expenses, all of which were included in the GAAP numbers. In the first nine months of 2013, non-GAAP costs and expenses excluded $9.2 million of share based compensation expenses and included activities of $28.7 million which in the GAAP report were associated with discontinued operations.
Adjusted EBITDA: In the first nine months of 2014, adjusted EBITDA increased by 77%, to $101.1 million, or 32% of revenues, compared to $57.2 million, or 24% of revenues at ClientConnect in the same period last year.
Net Income: In the first nine months of 2014, net income was $81.6 million, or 26% of revenues, increasing 89% from $43.3 million at ClientConnect in the first nine months of 2013.
2
Cash and Cash Flow from Operations:
GAAP Cash Flow: As of September 30, 2014, cash and cash equivalents were$96.9 million. Included in this balance is $37.3 million of net proceeds raised in September 2014 from a public offering in Israel of its 5% Series L Convertible Bonds, due 2020. Perion currently satisfies all of the financial covenants associated with the bonds. Cash flow from operations in the first nine months of 2014 was $47.2 million.
2014 Financial Outlook:
The following forward looking statements reflect management’s expectations as of November 6, 2014:
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Reaffirmed non-GAAP Revenue will be in the range of $380 million to $400 million, as previously announced.
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Raised adjusted EBITDA, now expected to be in the range of $115 million to $120 million.
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Raised non-GAAP Net Income, now expected to be in the range of $90 million to $95 million.
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Conference Call
Perion will host a conference call to discuss the results today, November 6, 2014 at 10 a.m. ET. Details are as follows:
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Conference ID: 6100298
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Dial-in number from within the United States: 1-888-539-3612
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Dial-in number from Israel: 1-809-245-906
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Dial-in number (other international): 1-719-325-2393
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Playback available until November 13, 2014 by calling 1-877-870-5176 (in the U.S.) or 1-858-384-5517 (international). Please use pin number 6100298 for the replay.
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A live webcast is accessible at http://www.perion.com/events-presentations.
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About Perion Network Ltd.
Perion powers innovation. We are a global performance-based media and Internet company, providing online publishers and app developers advanced technology and a variety of intelligent, data-driven solutions to monetize their applications and content and expand their reach to larger audiences, based on our own experience as an app developer. Our leading software monetization platform, Perion Codefuel, empowers digital businesses to optimize installs, analyze data and maximize revenue. Our app promotion platform, GrowMobile, enables developers to make wise decisions on where to spend advertising budgets to produce the highest yield and the most visibility. The Perion team brings decades of experience, operating and investing in digitally-enabled businesses, and we continue to innovate and create value for the app ecosystem. More information about Perion may be found at www.perion.com. Follow Perion on Twitter @perionnetwork.
Non-GAAP measures
Non-GAAP financial measures, as well as adjusted EBITDA, consist of GAAP financial measures adjusted to include the results of discontinued operations, and to exclude acquisition related expenses, share-based compensation expenses, amortization of acquired intangible assets and non-recurring tax expenses, as well as certain accounting entries that are required under the business combination accounting rules. 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 immediately following the Summary of Non-GAAP Financial Results.
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 the ClientConnect transaction; risks entailed in integrating the ClientConnect business with Perion’s other businesses, including employee retention and customer acceptance; the risk that the transaction will divert management and other resources from the ongoing operations of the two businesses or otherwise disrupt the conduct of those businesses, potential litigation associated with the transaction, and general risks associated with the business of Perion and with the ClientConnect business, including 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 the Company with the Securities and Exchange Commission from time to time, including its annual report on Form 20-F for the year ended December 31, 2013 and the report on Form 6-K filed with the SEC on September 23, 2014. Perion does not assume any obligation to update these forward-looking statements.
Contact Information:
Perion Network Ltd.
Deborah Margalit
Perion Investor Relations
+972-73-398-1000
investors@perion.com
Solebury Communications Group
Jamie Lillis
+1 (203) 428-3223
jlillis@soleburyir.com
Source: Perion Network Ltd.
4
PERION NETWORK LTD.
GAAP FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
U.S. dollars and number of shares in thousands (except per share data)
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Three months ended September 30,
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Nine months ended September 30,
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2013
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2014
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2013
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2014
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Revenues:
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Search
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$ | 68,899 | $ | 73,310 | $ | 206,162 | $ | 262,656 | ||||||||
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Advertising and other
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12,030 | 12,975 | 35,217 | 47,987 | ||||||||||||
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Total revenues
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80,929 | 86,285 | 241,379 | 310,643 | ||||||||||||
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Costs and expenses:
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Cost of revenues
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1,464 | 7,527 | 4,418 | 20,490 | ||||||||||||
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Customer acquisition costs
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49,752 | 30,006 | 131,727 | 145,548 | ||||||||||||
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Research and development
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5,530 | 10,873 | 15,773 | 34,832 | ||||||||||||
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Selling and marketing
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2,349 | 7,617 | 7,297 | 18,126 | ||||||||||||
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General and administrative
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4,920 | 8,237 | 10,973 | 28,192 | ||||||||||||
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Total costs and expenses
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64,015 | 64,260 | 170,188 | 247,188 | ||||||||||||
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Income from operations
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16,914 | 22,025 | 71,191 | 63,455 | ||||||||||||
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Financial income (expense), net
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602 | (1,039 | ) | 2,014 | (1,906 | ) | ||||||||||
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Income before taxes on income
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17,516 | 20,986 | 73,205 | 61,549 | ||||||||||||
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Taxes on income
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13,920 | 3,990 | 22,671 | 13,050 | ||||||||||||
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Net income from continuing operations
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3,596 | 16,996 | 50,534 | 48,499 | ||||||||||||
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Net loss from discontinued operations
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(13,411 | ) | - | (28,312 | ) | - | ||||||||||
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Net income (loss)
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$ | (9,815 | ) | $ | 16,996 | $ | 22,222 | $ | 48,499 | |||||||
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Net income (loss) per share - basic:
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Continuing operations
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$ | 0.07 | $ | 0.25 | $ | 0.94 | $ | 0.71 | ||||||||
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Discontinued operations
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$ | (0.25 | ) | $ | - | $ | (0.53 | ) | $ | - | ||||||
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Net income (loss) per share - diluted:
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Continuing operations
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$ | 0.06 | $ | 0.24 | $ | 0.92 | $ | 0.69 | ||||||||
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Discontinued operations
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$ | (0.25 | ) | $ | - | $ | (0.53 | ) | $ | - | ||||||
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Number of shares - basic:
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Continuing and discontinued operations
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53,909 | 69,002 | 53,907 | 67,893 | ||||||||||||
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Number of shares - diluted:
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Continuing operations
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55,562 | 69,449 | 54,991 | 69,185 | ||||||||||||
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Discontinued operations
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53,909 | - | 53,907 | - | ||||||||||||
5
PERION NETWORK LTD.
GAAP FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
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December 31,
2013
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September 30,
2014
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Audited
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Unaudited
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ASSETS:
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Current Assets:
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Cash and cash equivalents
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$ | 949 | $ | 96,934 | ||||
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Restricted cash
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- | 1,650 | ||||||
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Accounts receivable, net
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- | 34,250 | ||||||
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Other current assets
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400 | 7,345 | ||||||
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Total current assets
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1,349 | 140,179 | ||||||
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Property and equipment, net
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2,189 | 11,367 | ||||||
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Goodwill and intangible assets, net
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27,520 | 208,027 | ||||||
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Other assets
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- | 2,401 | ||||||
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Total assets
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$ | 31,058 | $ | 361,974 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY:
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Current Liabilities:
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Accounts payable
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$ | 13,358 | $ | 24,982 | ||||
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Accrued expenses and other liabilities
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1,423 | 17,809 | ||||||
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Current maturities of long term debt
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- | 2,300 | ||||||
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Deferred revenues
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6,250 | 7,090 | ||||||
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Payment obligation related to acquisitions
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- | 10,191 | ||||||
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Total current liabilities
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21,031 | 62,372 | ||||||
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Long-term debt
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- | 2,525 | ||||||
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Long-term convertible debt
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- | 37,279 | ||||||
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Long-Term payment obligation related to acquisition
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- | 4,734 | ||||||
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Other long-term liabilities
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- | 6,080 | ||||||
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Total liabilities
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21,031 | 112,990 | ||||||
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Stockholders' equity:
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Common stock and additional paid-in capital
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10,027 | 200,485 | ||||||
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Retained earnings
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- | 48,499 | ||||||
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Total stockholders' equity:
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10,027 | 248,984 | ||||||
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Total liabilities and stockholders' equity
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$ | 31,058 | $ | 361,974 | ||||
6
PERION NETWORK LTD.
GAAP FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
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Nine months ended September 30,
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2013
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2014
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Operating activities:
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Net income
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$ | 22,222 | $ | 48,499 | ||||
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Loss from discontinued operations, net
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(28,312 | ) | - | |||||
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Net income from continuing operations
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50,534 | 48,499 | ||||||
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Adjustments required to reconcile net income to net cash
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provided by operating activities:
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Depreciation and amortization
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1,536 | 15,641 | ||||||
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Share based compensation
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6,856 | 12,679 | ||||||
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Acquisition related expenses paid by shareholders
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- | 3,060 | ||||||
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Accrued interest, net
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1,284 | 143 | ||||||
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Accretion of payment obligation related to acquisition
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- | 958 | ||||||
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Fair value revaluation of convertible debt
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- | (584 | ) | |||||
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Capital loss from sale of property and equipment
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- | 104 | ||||||
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Deferred income taxes
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(69 | ) | (3,889 | ) | ||||
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Changes in assets and liabilities
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27,584 | (29,382 | ) | |||||
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Net cash provided by continuing operating activities
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87,725 | 47,229 | ||||||
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Net cash used in discontinued operations
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(18,859 | ) | - | |||||
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Net cash provided by operating activities
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68,866 | 47,229 | ||||||
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Investing activities:
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Purchase of property and equipment
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(1,226 | ) | (4,930 | ) | ||||
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Restricted cash
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- | 435 | ||||||
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Investments in short-term bank deposits
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(75,749 | ) | - | |||||
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Cash used for the acquisition of Grow Mobile LLC
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- | (4,322 | ) | |||||
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Cash acquired through acquisition of Perion Network Ltd.
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- | 23,364 | ||||||
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Net cash provided by (used in) continuing operations
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(76,975 | ) | 14,547 | |||||
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Net cash provided by discontinued operations
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922 | - | ||||||
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Net cash provided by (used in) investing activities
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(76,053 | ) | 14,547 | |||||
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Financing activities:
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Proceeds from exercise of employee options
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68 | 1,576 | ||||||
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Contribution by shareholders
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- | 585 | ||||||
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Deferred payment made in connection with acquisition
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- | (4,079 | ) | |||||
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Proceeds from issuance of convertible debt
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- | 37,852 | ||||||
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Repayment of long-term loans
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- | (1,725 | ) | |||||
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Net cash provided by financing activities
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68 | 34,209 | ||||||
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Net increase (decrease) in cash and cash equivalents
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(7,119 | ) | 95,985 | |||||
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Decrease in cash and cash equivalents - discontinued operations
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1,699 | - | ||||||
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Cash and cash equivalents at beginning of period
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78,395 | 949 | ||||||
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Cash and cash equivalents at end of period
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$ | 72,975 | $ | 96,934 | ||||
7
PERION NETWORK LTD.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS (UNAUDITED)
U.S. dollars and number of shares in thousands (except per share data)
|
Three months ended September 30,
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Nine months ended September 30,
|
|||||||||||||||
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2013
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2014
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2013
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2014
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|||||||||||||
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GAAP revenues
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$ | 80,929 | $ | 86,285 | $ | 241,379 | $ | 310,643 | ||||||||
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Revenues from discontinued operations
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639 | - | 1,548 | - | ||||||||||||
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Valuation adjustment on acquired deferred product revenues
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- | 1,092 | - | 4,905 | ||||||||||||
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Non-GAAP revenues
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$ | 81,568 | $ | 87,377 | $ | 242,927 | $ | 315,548 | ||||||||
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GAAP costs and expenses
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$ | 64,015 | $ | 64,260 | $ | 170,188 | $ | 247,188 | ||||||||
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Acquisition related expenses
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- | (1,010 | ) | - | (4,429 | ) | ||||||||||
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Discontinued operations operating expenses
|
11,492 | - | 28,736 | - | ||||||||||||
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Share based compensation
|
(4,088 | ) | (4,370 | ) | (9,210 | ) | (12,679 | ) | ||||||||
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Amortization of acquired intangible assets
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- | (4,769 | ) | - | (13,770 | ) | ||||||||||
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Non-GAAP costs and expenses
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$ | 71,419 | $ | 54,111 | $ | 189,714 | $ | 216,310 | ||||||||
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GAAP net income (loss)
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$ | (9,815 | ) | $ | 16,996 | $ | 22,222 | $ | 48,499 | |||||||
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Valuation adjustment on acquired deferred product revenues
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- | 1,092 | - | 4,905 | ||||||||||||
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Acquisition related expenses
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- | 1,010 | - | 4,429 | ||||||||||||
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Share based compensation
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4,088 | 4,370 | 9,210 | 12,679 | ||||||||||||
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Amortization of acquired intangible assets
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- | 4,769 | - | 13,770 | ||||||||||||
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Fair value revaluation - convertible note
|
- | (584 | ) | - | (584 | ) | ||||||||||
|
Non-recurring tax expense
|
11,838 | - | 11,838 | - | ||||||||||||
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Accretion of payment obligation related to acquisitions
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- | - | - | 452 | ||||||||||||
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Taxes related to amortization of acquired intangible assets and share based compensation
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- | (1,006 | ) | - | (2,511 | ) | ||||||||||
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Non-GAAP net income
|
$ | 6,111 | $ | 26,647 | $ | 43,270 | $ | 81,639 | ||||||||
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Non-GAAP net income
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$ | 6,111 | $ | 26,647 | $ | 43,270 | $ | 81,639 | ||||||||
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Income tax expense
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2,082 | 4,996 | 10,833 | 15,561 | ||||||||||||
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Financial (income) expense, net
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(602 | ) | 1,623 | (2,014 | ) | 2,038 | ||||||||||
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Depreciation
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2,504 | 679 | 4,014 | 1,871 | ||||||||||||
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Discontinued financial income, net
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(24 | ) | - | (107 | ) | - | ||||||||||
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Discontinued tax expense
|
2,581 | - | 1,230 | - | ||||||||||||
|
Adjusted EBITDA
|
$ | 12,652 | $ | 33,945 | $ | 57,226 | $ | 101,109 | ||||||||
|
Non-GAAP diluted earnings per share
|
$ | 0.11 | $ | 0.38 | $ | 0.79 | $ | 1.18 | ||||||||
|
Shares used in computing non-GAAP diluted earnings per share
|
55,562 | 69,449 | 54,991 | 69,185 | ||||||||||||
8