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 2015 (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 x Form 40-F o
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. 333-203641, 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 2015 Results - Revenue $52.6 Million, Adjusted EBITDA $9.9 Million, dated November 3, 2015.
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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 | |||
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Date: November 3, 2015
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Exhibit Index
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Exhibit 1:
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Press Release: Perion Reports Third Quarter 2015 Results - Revenue $52.6 Million, Adjusted EBITDA $9.9 Million, dated November 3, 2015.
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Exhibit 1
PERION REPORTS THIRD QUARTER 2015 RESULTS
REVENUE $52.6 MILLION, ADJUSTED EBITDA $9.9 MILLION
Tel Aviv & San Francisco – November 3, 2015 – Perion Network Ltd. (NASDAQ: PERI), announced today its financial results for the third quarter and nine months of 2015.
Third Quarter 2015 Highlights
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Revenues for the third quarter and the first nine months of 2015 were $52.6 million and $153.3 million, respectively
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Adjusted EBITDA for the third quarter and the first nine months of 2015 was $9.9 million and $42.7 million, respectively
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Non-GAAP Net Income for the third quarter and the first nine months of 2015 was $6.7 million and $30.6 million, respectively
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Non-GAAP diluted Earnings Per Share for the third quarter and the first nine months of 2015 was $0.09 and $0.43, respectively
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Recorded a one-time, non-cash, $74.1 million impairment of goodwill and intangible assets
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As of September 30, 2015, cash and deposits totaled $129.4 million
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Supply side software monetization business returned to revenue growth for the first time in six quarters
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Opened the Barcelona office for Growmobile to serve the fast growing Spanish and Portuguese mobile markets
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Josef Mandelbaum, Perion’s CEO commented, “I am very pleased with our third quarter financial results, as we exceeded our guidance on Revenues, Adjusted EBITDA, and non-GAAP Net Income. More importantly, the third quarter marks a significant milestone in our company’s turnaround as our supply side software monetization business returned to revenue growth for the first time in six quarters, one quarter ahead of schedule. Our strategy has delivered the results that we expected, adding validity to our long held view that the software monetization business would remain a good business for Perion with healthy margins and cash flow. Looking forward, we expect to continue to deliver sequential revenue growth in the fourth quarter.”
“On the demand side, as the integration of our social advertising solution into the GrowMobile platform is nearly complete, our focus has turned to aggressively ramping up our investment in sales and marketing to drive revenue growth,” continued Mr. Mandelbaum. “We ended the quarter with 168 active advertisers and over $33 million of managed ad spend, in the seasonally slow part of the year. The fourth quarter is off to a good start, and we fully expect it to be our best quarter ever.”
Financial Comparison for the Third Quarter of 2015:
Revenues: In the third quarter of 2015, revenues were $52.6 million, reflecting gross revenues of $54.4 million reduced by $1.8 million of customer acquisition costs netted from top-line revenues. The decrease from revenues of $86.3 million in the third quarter of 2014 is primarily a result of our decision to significantly reduce Customer Acquisition Costs (“CAC”) since the third quarter of 2014.
Non-GAAP Costs and Expenses: Excluding CAC, Non-GAAP costs and expenses in the third quarter of 2015 were $18.1 million, or 34% of revenues, compared to $24.1 million, or 28% of revenues, in the third quarter of 2014. Non-GAAP costs and expenses in the third quarter of 2015 excluded $74.1 million that resulted from the impairment of goodwill and intangible assets, $2.1 million of share based compensation expenses, $1.2 million amortization of acquired intangible assets and $0.5 million of acquisition related expenses, all of which were included in the GAAP numbers. In the third quarter of 2014, non-GAAP costs and expenses 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.
Adjusted EBITDA: In the third quarter of 2015, adjusted EBITDA was $9.9 million, or 19% of revenues, compared to $33.9 million, or 39% of revenues, in the third quarter of 2014.
Non-GAAP Net Income: In the third quarter of 2015, Non-GAAP net income was $6.7 million, or 13% of revenues, compared to $26.6 million, or 31% of revenues, in the third quarter of 2014.
GAAP Net Loss: On a GAAP basis in the third quarter of 2015, we had a net loss of $70.8 million. This loss is due to a one-time, non-cash $74.1 million impairment of goodwill and intangible assets. Perion’s share price and market value have declined, triggering a reexamination of the book value of intangible assets on an ongoing basis. Most of the intangible assets reflected the value of the monetization business according to market values in the beginning of 2014. We have reduced the value of goodwill and intangible assets by $74.1 million, so that the current carrying value is $109.3 million. This impairment does not affect Perion’s ongoing operations or tangible equity, which has increased to $96.0 million, as compared to $65.0 million as of year-end and more than double the $43.2 million a year ago, as of September 30, 2014.
Financial Comparison for the Nine months ended September 30, 2015:
Revenues: In the first nine months of 2015, revenues were $153.3 million, reflecting gross revenues of $167.8 million reduced by $14.5 million of customer acquisition costs netted from top-line revenues. The decrease from revenues of $310.6 million in the first nine months of 2014 is primarily a result of our decision to significantly reduce CAC since the third quarter of 2014.
Non-GAAP Costs and Expenses: Excluding CAC, Non-GAAP costs and expenses in the first nine months of 2015 were $52.4 million, or 34% of revenues, compared to $70.8 million, or 23% of revenues, in the parallel period in 2014. Non-GAAP costs and expenses in the nine months of 2015 excluded $78.3 million that resulted from the impairment of goodwill and intangible assets, $5.4 million of share based compensation expenses, $4.3 million amortization of acquired intangible assets, and $1.2 million of acquisition related expenses, as well as a gain from the reversal of acquisition related contingent consideration of $6.6 million, all of which were included in the GAAP numbers. In the nine months of 2014, non-GAAP costs and expenses 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.
Adjusted EBITDA: In the first nine months of 2015, adjusted EBITDA was $42.7 million, or 28% of revenues, compared to $101.1 million, or 33% of revenues, in the parallel period in 2014.
Non-GAAP Net Income: In the first nine months of 2015, Non-GAAP net income was $30.6 million, or 20% of revenues, compared to $81.6 million, or 26% of revenues, in the parallel period in 2014.
GAAP Net Loss: On a GAAP basis in the first nine months of 2015, we had a net loss of $51.9 million. This loss is due primarily to a one-time non-cash $74.1 million impairment of goodwill and intangible assets. Perion’s share price and market value have declined significantly over the last year, triggering a reexamination of the book value of intangible assets on an ongoing basis. Most of the intangible assets reflected the value of the monetization business according to market values in the beginning of 2014.
Cash and Cash Flow from Operations: As of September 30, 2015, cash, cash equivalents and short-term deposits, were $129.4 million. Cash flow from operations in the third quarter and the first nine months of 2015 was $4.9 million and $24.8 million, respectively. The difference between Adjusted EBITDA and cash flow from operations was primarily due to prepaid taxes. Perion currently satisfies all of the financial covenants associated with its convertible bonds.
Financial Outlook for the Fourth Quarter of 2015:
Management today announced its financial outlook for the fourth quarter of 2015 as follows:
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Revenue is expected to be in the range of $52 - $54 million.
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Adjusted EBITDA is expected to be in the range of $6 - $7 million.
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Non-GAAP Net Income is expected to be in the range of $4 - $5 million.
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2
Conference Call:
Perion will host a conference call to discuss the results today, November 3, 2015, at 10 a.m. ET. Details are as follows:
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Conference ID: 4476467
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Dial-in number from within the United States: 1-888-427-9411
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Dial-in number from Israel: 1-809-245-906
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Dial-in number (other international): 1-719-457-2628
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Playback available until November 10, 2015 by calling 1-877-870-5176 (United States) or 1-858-384-5517 (international). Please use PIN code 4476467 for the replay.
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Live webcast accessible at http://www.perion.com/events/
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About Perion Network Ltd.
Perion powers innovation. Perion is 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 application or content and expand their reach to larger audiences, based on its own experience as an app developer. Our leading software monetization platform, Codefuel, empowers digital businesses to optimize installs, analyze data and maximize revenue. Our mobile marketing unit, GrowMobile, enables app marketers to advertise across the industry’s top-performing traffic sources, including Facebook, Twitter & Instagram (by MMR) and Google, and increase user spend, reduce churn and improve retention through CRM engagement campaigns. 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, Codefuel at @code_fuel and Growmobile at @growmobile.
Non-GAAP measures
Non-GAAP financial measures, including adjusted EBITDA, consist of GAAP financial measures adjusted to exclude acquisition related expenses, share-based compensation expenses, accretion and gain from the reversal of acquisition related contingent consideration, impairment of goodwill, amortization and impairment of acquired intangible assets and the related taxes thereon, 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. Additionally, in September 2014, the Company issued convertible bonds denominated in New Israeli Shekels and at the same time entered into a derivative arrangement (SWAP) that economically exchanges the convertible bonds as if they were denominated in US dollars. The Company excludes from its GAAP financial measures the fair value revaluations of both, the convertible bonds and the related derivative instrument, and by doing so, the non-GAAP measures reflect the Company’s results as if the convertible bonds were originally issued and denominated in US dollars, which is the Company’s functional currency.
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 on page 8.
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 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, 2014 filed with the SEC on April 16, 2015. Perion does not assume any obligation to update these forward-looking statements.
3
Contact Information:
Perion Network Ltd.
Stephanie Mazer
+972 (73) 398-1000
investors@perion.com
Solebury Communications Group
Jamie Lillis
+1 (203) 428-3223
jlillis@soleburyir.com
Source: Perion Network Ltd.
4
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PERION NETWORK LTD. AND ITS SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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In thousands (except per share data)
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Three months ended
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Nine months ended
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September 30,
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September 30,
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2014
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2015
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2014
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2015
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Revenues:
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Search
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$ | 73,310 | $ | 45,498 | $ | 262,656 | $ | 129,210 | ||||||||
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Advertising and other
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12,975 | 7,139 | 47,987 | 24,133 | ||||||||||||
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Total Revenues
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86,285 | 52,637 | 310,643 | 153,343 | ||||||||||||
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Costs and Expenses:
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Cost of revenues
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7,527 | 2,660 | 20,490 | 8,286 | ||||||||||||
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Customer acquisition costs
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30,006 | 25,306 | 145,548 | 60,449 | ||||||||||||
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Research and development
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10,873 | 6,395 | 34,832 | 19,534 | ||||||||||||
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Selling and marketing
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7,617 | 6,098 | 18,126 | 17,835 | ||||||||||||
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General and administrative
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8,237 | 6,759 | 28,192 | 17,683 | ||||||||||||
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Impairment, net of gain on reversal of contingent consideration
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- | 74,119 | - | 71,722 | ||||||||||||
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Total Costs and Expenses
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64,260 | 121,337 | 247,188 | 195,509 | ||||||||||||
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Income (Loss) from Operations
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22,025 | (68,700 | ) | 63,455 | (42,166 | ) | ||||||||||
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Financial expense, net
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1,039 | 1,084 | 1,906 | 2,142 | ||||||||||||
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Income (Loss) before Taxes on Income
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20,986 | (69,784 | ) | 61,549 | (44,308 | ) | ||||||||||
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Taxes on income
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1,778 | 1,062 | 10,838 | 7,584 | ||||||||||||
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Net Income (Loss)
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$ | 19,208 | $ | (70,846 | ) | $ | 50,711 | $ | (51,892 | ) | ||||||
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Net Earnings (Loss) per Share:
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Basic
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$ | 0.28 | $ | (0.99 | ) | $ | 0.75 | $ | (0.73 | ) | ||||||
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Diluted
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$ | 0.28 | $ | (0.99 | ) | $ | 0.73 | $ | (0.73 | ) | ||||||
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Weighted average number of shares:
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Basic
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69,002 | 71,242 | 67,893 | 70,832 | ||||||||||||
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Diluted
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69,449 | 71,242 | 69,185 | 70,832 | ||||||||||||
5
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PERION NETWORK LTD. AND ITS SUBSIDIARIES
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CONDENSED CONSOLIDATED BALANCE SHEETS
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In thousands
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December 31,
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September 30,
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2014
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2015
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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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$ | 101,183 | $ | 73,516 | ||||
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Short term bank deposit
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15,000 | 55,919 | ||||||
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Accounts receivable, net
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30,808 | 19,769 | ||||||
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Prepaid expenses and other current assets
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12,164 | 13,948 | ||||||
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Total Current Assets
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159,155 | 163,152 | ||||||
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Property and equipment, net
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12,180 | 12,761 | ||||||
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Goodwill and intangible assets, net
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180,982 | 109,268 | ||||||
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Other assets
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3,822 | 2,939 | ||||||
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Total Assets
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$ | 356,139 | $ | 288,120 | ||||
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current Liabilities:
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Accounts payable
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$ | 21,173 | $ | 15,011 | ||||
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Accrued expenses and other liabilities
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26,241 | 14,597 | ||||||
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Current maturities of long-term loans and convertible debt
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2,300 | 9,094 | ||||||
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Deferred revenues
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7,323 | 7,102 | ||||||
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Payment obligation related to acquisitions
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8,587 | 5,146 | ||||||
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Total Current Liabilities
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65,624 | 50,950 | ||||||
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Long-Term Liabilities:
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Convertible debt
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35,752 | 28,675 | ||||||
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Payment obligation related to acquisition
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5,058 | - | ||||||
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Other long-term liabilities
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3,708 | 3,234 | ||||||
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Total Liabilities
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110,142 | 82,859 | ||||||
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Shareholders' equity:
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Ordinary shares
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189 | 195 | ||||||
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Additional paid-in capital
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203,984 | 215,123 | ||||||
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Treasury shares at cost
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(1,002 | ) | (1,002 | ) | ||||
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Accumulated other comprehensive income
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- | 11 | ||||||
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Retained earnings (accumulated deficit)
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42,826 | (9,066 | ) | |||||
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Total Shareholders' Equity
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245,997 | 205,261 | ||||||
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Total Liabilities and Shareholders' Equity
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$ | 356,139 | $ | 288,120 | ||||
6
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PERION NETWORK LTD. AND ITS SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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In thousands
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Nine months ended September 30,
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2014
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2015
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Operating activities:
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Net income (loss)
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$ | 50,711 | $ | (51,892 | ) | |||
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Adjustments required to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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15,641 | 6,518 | ||||||
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Impairment of goodwill and intangible assets
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- | 78,286 | ||||||
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Stock based compensation expense
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12,679 | 5,395 | ||||||
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Issuance of ordinary shares related to employees retention
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- | 63 | ||||||
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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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143 | (451 | ) | |||||
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Deferred taxes, net
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(6,101 | ) | 186 | |||||
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Change in payment obligation related to acquisition
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958 | (5,581 | ) | |||||
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Fair value revaluation - convertible debt
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(584 | ) | 544 | |||||
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Loss from sale of property and equipment
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104 | 22 | ||||||
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Net changes in operating assets and liabilities
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(29,382 | ) | (8,338 | ) | ||||
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Net cash provided by operating activities
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$ | 47,229 | $ | 24,752 | ||||
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Investing activities:
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Purchases of property and equipment
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$ | (4,930 | ) | $ | (1,519 | ) | ||
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Capitalization of development costs
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- | (2,243 | ) | |||||
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Change in restricted cash, net
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(1,099 | ) | 50 | |||||
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Investments in short-term deposits, net
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- | (40,919 | ) | |||||
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Cash paid for acquisition, net of cash acquired
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(4,322 | ) | (4,533 | ) | ||||
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Cash acquired through the acquisition of Perion Network Ltd.
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23,364 | - | ||||||
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Net cash provided by (used in) investing activities
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$ | 13,013 | $ | (49,164 | ) | |||
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Financing activities:
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Exercise of stock options and restricted share units
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1,576 | 15 | ||||||
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Contribution by shareholders
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585 | - | ||||||
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Payment made in connection with acquisition
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(2,545 | ) | (1,534 | ) | ||||
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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 | ) | (1,725 | ) | ||||
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Net cash provided by (used in) financing activities
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$ | 35,743 | $ | (3,244 | ) | |||
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Effect of exchange rate changes on cash and cash equivalents
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- | (11 | ) | |||||
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Net increase (decrease) in cash and cash equivalents
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95,985 | (27,667 | ) | |||||
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Cash and cash equivalents at beginning of period
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949 | 101,183 | ||||||
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Cash and cash equivalents at end of period
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$ | 96,934 | $ | 73,516 | ||||
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Supplemental disclosure of non-cash investing and financing activities :
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Issuance of shares in connection with acquisitions
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171,340 | 5,366 | ||||||
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Contribution by shareholders
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1,218 | - | ||||||
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Acquisition related expenses paid by shareholders
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3,060 | - | ||||||
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Purchase of property and equipment on credit
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- | (1,177 | ) | |||||
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Stock-based compensation that was capitalized as part of the capitalization of development costs
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- | (115 | ) | |||||
7
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PERION NETWORK LTD. AND ITS SUBSIDIARIES
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RECONCILIATION OF GAAP TO NON-GAAP RESULTS (UNAUDITED)
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In thousands (except per share data)
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|
Three months ended
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Nine months ended
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September 30,
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September 30,
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2014
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2015
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2014
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2015
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GAAP costs and expenses
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$ | 64,260 | $ | 121,337 | $ | 247,188 | $ | 195,509 | ||||||||
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Acquisition related expenses
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(1,010 | ) | (507 | ) | (4,429 | ) | (1,209 | ) | ||||||||
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Share based compensation
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(4,370 | ) | (2,088 | ) | (12,679 | ) | (5,395 | ) | ||||||||
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Amortization of acquired intangible assets
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(4,769 | ) | (1,208 | ) | (13,770 | ) | (4,334 | ) | ||||||||
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Impairment of goodwill and intangible assets
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- | (74,119 | ) | - | (78,286 | ) | ||||||||||
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Gain on reversal of contingent consideration
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- | - | - | 6,564 | ||||||||||||
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Non-GAAP costs and expenses
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$ | 54,111 | $ | 43,415 | $ | 216,310 | $ | 112,849 | ||||||||
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GAAP net income (loss)
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$ | 19,208 | $ | (70,846 | ) | $ | 50,711 | $ | (51,892 | ) | ||||||
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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 | 507 | 4,429 | 1,209 | ||||||||||||
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Share based compensation
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4,370 | 2,088 | 12,679 | 5,395 | ||||||||||||
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Amortization of acquired intangible assets
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4,769 | 1,208 | 13,770 | 4,334 | ||||||||||||
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Impairment of goodwill and intangible assets
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- | 74,119 | - | 78,286 | ||||||||||||
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Gain on reversal of contingent consideration
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- | - | - | (6,564 | ) | |||||||||||
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Fair value revaluation of convertible debt and related derivative
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(584 | ) | 194 | (584 | ) | 302 | ||||||||||
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Non-recurring tax benefit
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(2,320 | ) | - | (2,320 | ) | - | ||||||||||
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Accretion of payment obligation related to acquisition
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- | - | 452 | 357 | ||||||||||||
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Taxes related to amortization and impairment of acquired intangible assets
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(898 | ) | (574 | ) | (2,403 | ) | (842 | ) | ||||||||
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Non-GAAP net income
|
$ | 26,647 | $ | 6,696 | $ | 81,639 | $ | 30,585 | ||||||||
|
Non-GAAP net income
|
$ | 26,647 | $ | 6,696 | $ | 81,639 | $ | 30,585 | ||||||||
|
Tax expense
|
4,996 | 1,636 | 15,561 | 8,426 | ||||||||||||
|
Financial expense, net
|
1,623 | 890 | 2,038 | 1,483 | ||||||||||||
|
Depreciation
|
679 | 727 | 1,871 | 2,184 | ||||||||||||
|
Adjusted EBITDA
|
$ | 33,945 | $ | 9,949 | $ | 101,109 | $ | 42,678 | ||||||||
|
Non-GAAP diluted earnings per share
|
$ | 0.38 | $ | 0.09 | $ | 1.18 | $ | 0.43 | ||||||||
|
Shares used in computing non-GAAP diluted earnings per share
|
69,449 | 71,491 | 69,185 | 75,278 | ||||||||||||
8