zk1618209.htm


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 March 2016 (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 Nos. 333-208785 and 333-195794) and Form S-8 (Registration Nos. 333-208278, 333-203641, 333-193145, 333-192376, 333-188714, 333-171781, 333-152010 and 333-133968)
 
Exhibit 1:
Press Release: Perion Reports Fourth Quarter And Full Year 2015 Results - 2015 Non-Gaap Revenue $218.7 Million, Adjusted EBITDA $53.1 Million, dated March 15, 2016.

 
 

 

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.
 
 
Perion Network Ltd.
 
       
 
By:
/s/ Limor Gershoni Levy  
    Name: Limor Gershoni Levy  
    Title: Corporate Secretary & General Counsel  
       
Date: March 15, 2016
 
 
 

 

Exhibit Index
 
Exhibit 1:
Press Release: Perion Reports Fourth Quarter And Full Year 2015 Results - 2015 Non-Gaap Revenue $218.7 Million, Adjusted EBITDA $53.1 Million, dated March 15, 2016.



exhibit_1.htm


 
Exhibit 1
 

PERION REPORTS FOURTH QUARTER AND FULL YEAR 2015 RESULTS
2015 NON-GAAP REVENUE $218.7 MILLION, ADJUSTED EBITDA $53.1 MILLION

Tel Aviv & New York – March 15, 2016 – Perion Network Ltd. (NASDAQ: PERI), announced today its financial results for the fourth quarter and year ended December 31, 2015.

Fourth Quarter and Full Year 2015 Financial Highlights

·
Non-GAAP Revenues for the fourth quarter and full year 2015 were $65.3 million and $218.7 million, respectively
·
GAAP Revenues for the fourth quarter and full year 2015 were $67.6 million and $221.0 million, respectively
·
Adjusted EBITDA for the fourth quarter and full year 2015 was $10.4 million and $53.1 million, respectively
·
Non-GAAP Net Income for the fourth quarter and full year 2015 was $7.4 million and $38.0 million, respectively
·
Non-GAAP diluted Earnings Per Share for the fourth quarter and full year 2015 was $0.10 and $0.50, respectively
·
GAAP Net Loss for the fourth quarter and full year 2015 was $16.8 million and $68.7 million, respectively
·
As of December 31, 2015, cash and deposits totaled $60.0 million

*Reconciliation of GAAP to Non-GAAP measures can be found on the last table.

Josef Mandelbaum, Perion’s CEO commented, “I am proud to say that our year-end financial results capped a very strong year for the company. We surpassed our financial goals and made significant progress in executing on our strategy. We were at the high end of our revenue and EBITDA guidance and exceeded non-GAAP Net Income guidance both for the quarter and the year.”

“As we look ahead, we are both confident in, and excited about, our future. Search revenues have stabilized, and we expect that trend to continue through 2016. We have also significantly strengthened the company by diversifying our revenue with the acquisitions of Undertone and MakeMeReach, which will represent close to 50% of total revenue in 2016, solidly positioning us in growth categories like mobile, social and video. Our strong partnerships with Facebook, Twitter, Microsoft, Google, all the major advertising agencies and over 1,000 brands worldwide, will fuel our momentum into 2016.”

Financial Comparison for the Fourth Quarter of 2015:

Non-GAAP Revenues: In the fourth quarter of 2015, revenues were $65.3 million, as compared to $78.7 million in the fourth quarter of 2014. This decrease is primarily a result of our decision to significantly reduce Customer Acquisition Costs (“CAC”) since the third quarter of 2014 to focus on premium publishers, partially offset by a revenue increase from the one month of Undertone activity since its acquisition on November 30, 2015.

Non-GAAP Costs and Expenses: Excluding CAC and media buy, costs and expenses in the fourth quarter of 2015 were $27.3 million, or 42% of revenues, compared to $25.3 million, or 32% of revenues, in the fourth quarter of 2014. The increase was primarily due to the addition of the Undertone activity, since its acquisition on November 30, 2015.

Non-GAAP Costs and expenses in the fourth quarter of 2015 excluded primarily non-cash expenses; $20.6 million of impairment of goodwill, acquired intangible assets and capitalized software, $2.0 million of share based compensation expenses and $4.5 million amortization of acquired intangible assets, as well as $4.6 million of acquisition related expenses, all of which were included in the GAAP numbers. In the fourth quarter of 2014, non-GAAP costs and expenses primarily excluded $19.9 million impairment of intangible assets, $5.0 million amortization of acquired intangible assets, $2.2 million of share based compensation expenses and $4.0 million restructuring costs.

Adjusted EBITDA: In the fourth quarter of 2015, adjusted EBITDA was $10.4 million, or 16% of non-GAAP revenues, compared to $25.2 million, or 32% of revenues, in the fourth quarter of 2014. The nominal decrease was primarily a result of the aforementioned decrease in search revenues.

 
 

 
Non-GAAP Net Income: The decrease in revenues caused non-GAAP net income to decline from $20.0 million, or 26% of revenues, in the fourth quarter of 2014 to $7.4 million, or 11% of revenues, in the fourth quarter of 2015.

GAAP Net Loss: In the fourth quarter of 2015, the GAAP net loss was $16.8 million, compared to a net loss of $7.9 million in the fourth quarter of 2014. The increase in the GAAP net loss was attributable to the non-cash impairment mentioned above.

Financial Comparison for the Year Ended December 31, 2015:

Non-GAAP Revenues: In 2015, revenues were $218.7 million as compared to $394.2 million in 2014. This decrease is primarily a result of our decision to significantly reduce the CAC, which went down from $174.6 million in 2014 to $91.2 million in 2015, and focus on premium publishers.

Non-GAAP Costs and Expenses: Excluding CAC and media buy costs, costs and expenses in 2015 were $79.7 million, or 36% of revenues, compared to $96.0 million, or 25% of revenues in 2014. The nominal decrease was a result of a strategic reduction in costs instituted in order to adapt the company’s cost structure to the lower level of revenues. This decrease was partially offset by costs associated with Undertone, as we consolidated its activity since November 30, 2015.

Non-GAAP costs and expenses in 2015 excluded primarily non-cash expenses; $98.9 million impairment of goodwill, acquired intangible assets and capitalized software, $7.4 million of share based compensation expenses, $8.9 million amortization of acquired intangible assets, $5.8 million of acquisition related expenses, and a gain from the reversal of acquisition related contingent consideration of $6.6 million, all of which were included in the GAAP numbers. In 2014, non-GAAP costs and expenses excluded $19.9 impairment charges, $18.7 million amortization of acquired intangible assets, $14.9 million of share based compensation expenses and $5.2 million of acquisition related expenses.

Adjusted EBITDA: In 2015, adjusted EBITDA was $53.1 million, or 24% of revenues, compared to $126.3 million, or 32% of revenues in 2014. This decrease was primarily due to the aforementioned $175.5 million decrease in revenues, partially offset by the $85.6 million decrease in CAC and the $16.3 million decrease in other costs.

Non-GAAP Net Income: In 2015, non-GAAP net income was $38.0 million, or 17% of revenues, compared to $101.6 million, or 26% of revenues, in 2014.

GAAP Net Loss: On a GAAP basis, in 2015 we had a net loss of $68.7 million, compared to net income of $42.8 million in 2014. The net loss in 2015 is due to a non-cash $98.9 million impairment of goodwill, acquired intangible assets and capitalized software.

Cash and Cash Flow from Operations: As of December 31, 2015, cash, cash equivalents and short-term deposits, were $60.0 million and cash flow provided by operations in 2015 was $17.6 million.

Perion currently satisfies all of the financial covenants associated with its convertible bonds and long-term debts.
 
Financial Outlook for the First Quarter of 2016:

Management today announced its financial non-GAAP outlook for the first quarter of 2016. Revenue is expected to be in the range of $69 - $71 million and Adjusted EBITDA is expected to be in the range of $2 - $3 million. Our outlook for the first quarter reflects the seasonality of the advertising industry, which historically is its weakest quarter. Looking at the entire year, we expect in excess of 50% year over year revenue growth, with EBITDA margins between 10 - 12%.

Conference Call:

Perion will host a conference call to discuss the results today, March 15, 2016, at 10 a.m. ET. Details are as follows:

 
·
Conference ID: 6867614
 
 
·
Dial-in number from within the United States: 1-888-504-7963
 
 
·
Dial-in number from Israel: 1-809-245-906
 
 
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·
Dial-in number (other international): 1-719-325-2448
 
 
·
Playback available until March 22, 2016 by calling 1-877-870-5176 (United States) or 1-858-384-5517 (international). Please use PIN code 6867614 for the replay
 
 
·
Link to the live webcast accessible at http://www.perion.com/ir-events/

About Perion Network Ltd.

Perion is a global technology company that delivers high-quality advertising solutions to brands and publishers. Perion is committed to providing outstanding execution, from high-impact ad formats to branded search and a unified social and mobile programmatic platform. More information about Perion may be found at www.perion.com, and follow Perion on Twitter @perionnetwork.

Non-GAAP Measures

Non-GAAP financial measures, including adjusted EBITDA, consist of GAAP financial measures adjusted to exclude acquisition related expenses, settlement of legal claim, share-based compensation expenses, restructuring costs, accretion of payment obligation related to acquisition, gain from the reversal of acquisition related contingent consideration, impairment of goodwill, intangible assets and capitalized  software, amortization of acquired intangible assets and the related tax effects, non-recurring tax expenses, 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. Following the acquisition of Undertone, non-GAAP revenues were adjusted to reflect how management analyzes revenues from the sale of standard ad formats, net of associated media buy costs. 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, when the bond was issued. 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 in the last table of this press release.

Forward Looking Statements

This press release contains historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of Perion. The words “will”, “believe,” “expect,” “intend,” “plan,” “should” and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views, assumptions and expectations of Perion with respect to future events and are subject to risks and uncertainties. Many factors could cause the actual results, performance or achievements of Perion to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, or financial information, including, among others, the failure to realize the anticipated benefits of companies and businesses we acquired and may acquire in the future, risks entailed in integrating the companies and businesses we acquire, including employee retention and customer acceptance; the risk that such transactions will divert management and other resources from the ongoing operations of the business or otherwise disrupt the conduct of those businesses, potential litigation associated with such transactions, and general risks associated with the business of Perion including intense and frequent changes in the markets in which the businesses operate and in general economic and business conditions, loss of key customers, unpredictable sales cycles, competitive pressures, market acceptance of new products, inability to meet efficiency and cost reduction objectives, changes in business strategy and various other factors, whether referenced or not referenced in this press release. Various other risks and uncertainties may affect Perion and its results of operations, as described in reports filed by 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.
 
Contact Information:

Perion Network Ltd.
Stephanie Mazer
+972 (73) 398-1000
investors@perion.com

Source: Perion Network Ltd.

 
3

 

PERION NETWORK LTD. AND ITS SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS: UNAUDITED
In thousands (except share and per share data)
 
   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2014
   
2015
   
2014
   
2015
 
Revenues:
                       
Search
  $ 68,101     $ 43,067     $ 330,757     $ 172,277  
Advertising and other
    9,987       24,540       57,974       48,673  
Total Revenues
    78,088       67,607       388,731       220,950  
                                 
Costs and Expenses:
                               
Cost of revenues
    7,327       7,909       27,817       16,195  
Customer acquisition and media buy costs
    29,027       30,768       174,575       91,217  
Research and development
    9,297       6,843       44,129       26,377  
Selling and marketing
    7,262       10,435       25,388       28,270  
General and administrative
    9,413       13,837       37,605       31,520  
Restructuring costs
    3,981       1,052       3,981       1,052  
Impairment, net of gain on reversal of contingent consideration
    19,941       20,618       19,941       92,340  
Total Costs and Expenses
    86,248       91,462       333,436       286,971  
                                 
Income (Loss) from Operations
    (8,160 )     (23,855 )     55,295       (66,021 )
Financial expense (income), net
    982       (203 )     2,888       1,939  
                                 
Income (Loss) before Taxes on Income
    (9,142 )     (23,652 )     52,407       (67,960 )
Taxes on income
    (1,257 )     (6,887 )     9,581       697  
                                 
Net Income (Loss)
  $ (7,885 )   $ (16,765 )   $ 42,826     $ (68,657 )
                                 
Net Earnings (Loss) per Share:
                               
Basic
  $ (0.11 )   $ (0.23 )   $ 0.63     $ (0.96 )
Diluted
  $ (0.13 )   $ (0.23 )   $ 0.58     $ (0.96 )
                                 
Weighted average number of shares:
                               
Basic
    69,160,138       72,685,789       68,213,209       71,300,432  
Diluted
    73,429,920       72,685,789       70,327,411       71,300,432  
 
 
4

 
PERION NETWORK LTD. AND ITS SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS: UNAUDITED
In thousands
 
   
December 31,
   
December 31,
 
   
2014
   
2015
 
ASSETS
           
             
Current Assets:
           
Cash and cash equivalents
  $ 101,183     $ 17,519  
Short term bank deposit
    15,000       42,442  
Accounts receivable, net
    30,808       66,662  
Prepaid expenses and other current assets
    9,164       17,945  
Total Current Assets
    156,155       144,568  
                 
Property and equipment, net
    12,180       12,714  
Goodwill and intangible assets, net
    180,982       269,765  
Other assets
    6,822       15,800  
                 
Total Assets
  $ 356,139     $ 442,847  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current Liabilities:
               
Accounts payable
  $ 21,173     $ 40,389  
Accrued expenses and other liabilities
    25,517       23,405  
Short-term loans and current maturities of long-term and convertible debt
    2,300       23,756  
Deferred revenues
    7,323       7,731  
Payment obligation related to acquisitions
    8,587       11,893  
Total Current Liabilities
    64,900       107,174  
Long-Term Liabilities:
               
Long-term debt , net of current maturities
    1,950       46,920  
Convertible debt, net of current maturities
    35,752       28,371  
Payment obligation related to acquisitions
    5,058       37,231  
Other long-term liabilities
    2,482       23,314  
Total Liabilities
    110,142       243,010  
                 
Shareholders' Equity:
               
Ordinary shares
    189       206  
Additional paid-in capital
    203,984       227,258  
Treasury shares at cost
    (1,002 )     (1,002 )
Accumulated other comprehensive loss
    -       (794 )
Retained earnings (accumulated deficit)
    42,826       (25,831 )
Total Shareholders' Equity
    245,997       199,837  
                 
Total Liabilities and Shareholders' Equity
  $ 356,139     $ 442,847  
 
 
5

 
PERION NETWORK LTD. AND ITS SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS: UNAUDITED
In thousands
 
   
Year ended December 31,
 
   
2014
   
2015
 
Operating activities:
           
Net income (loss)
  $ 42,826     $ (68,657 )
Adjustments required to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    21,413       11,972  
Impairment of goodwill, intangible assets and capitalized software
    19,941       98,904  
Restructuring costs related to impairment of property and equipment
    632       124  
Stock based compensation expense
    15,145       7,429  
Issuance of ordinary shares related to employees retention
    -       63  
Acquisition related expenses paid by shareholders
    3,060       -  
Foreign currency translation loss on inter-company balances with foreign subsidiaries
    -       (347 )
Accrued interest, net
    655       37  
Deferred taxes, net
    (13,851 )     (8,973 )
Change in payment obligation related to acquisition
    1,780       (5,626 )
Fair value revaluation - convertible debt
    (2,566 )     175  
Loss from sale of property and equipment
    121       17  
Net changes in operating assets and liabilities
    (17,114 )     (17,549 )
Net cash provided by operating activities
  $ 72,042     $ 17,569  
Investing activities:
               
Purchases of property and equipment
  $ (10,882 )   $ (2,029 )
Proceeds from sale of property and equipment
    58       24  
Capitalization of development costs
    -       (4,005 )
Change in restricted cash, net
    (202 )     50  
Investments in short-term deposits, net
    (15,000 )     (27,442 )
Cash paid in connection with acquisitions, net of cash acquired
    19,042       (87,044 )
Net cash used in investing activities
  $ (6,984 )   $ (120,446 )
Financing activities:
               
Issuance of  shares
    -       10,020  
Exercise of stock options and restricted share units
    1,584       13  
Contribution by shareholders
    585       -  
Payment made in connection with acquisition
    (2,545 )     (1,534 )
Proceeds from issuance of convertible debt
    37,852       -  
Proceeds from short-term loans
    -       13,000  
Repayment of long-term loans
    (2,300 )     (2,300 )
Net cash provided by financing activities
  $ 35,176     $ 19,199  
Effect of exchange rate changes on cash and cash equivalents
    -       14  
Net increase (decrease) in cash and cash equivalents
    100,234       (83,664 )
Cash and cash equivalents at beginning of period
    949       101,183  
Cash and cash equivalents at end of period
  $ 101,183     $ 17,519  
                 
Supplemental disclosure of non-cash investing and financing activities:
               
Issuance of shares in connection with acquisitions
    171,552       5,579  
Contribution by shareholders
    1,218       -  
Acquisition related expenses paid by shareholders
    3,060       -  
Purchase of property and equipment on credit
    1,205       312  
Stock-based compensation that was capitalized as part of the capitalization of development costs
    -       187  
 
 
6

 
PERION NETWORK LTD. AND ITS SUBSIDIARIES
 
RECONCILIATION OF GAAP TO NON-GAAP RESULTS (UNAUDITED)
In thousands (except share and per share data)
 
   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2014
   
2015
   
2014
   
2015
 
                         
GAAP revenues
  $ 78,088     $ 67,607     $ 388,731     $ 220,950  
Media buy costs offset from revenues
    -       (2,268 )     -       (2,268 )
Valuation adjustment on acquired deferred product revenue
    595       -       5,500       -  
Non-GAAP revenues
  $ 78,683     $ 65,339     $ 394,231     $ 218,682  
                                 
GAAP costs and expenses
  $ 86,248     $ 91,462     $ 333,436     $ 286,971  
Acquisition related expenses
    (809 )     (4,565 )     (5,238 )     (5,774 )
Media buy costs offset from revenues
    -       (2,268 )     -       (2,268 )
Share based compensation
    (2,246 )     (2,034 )     (14,925 )     (7,429 )
Amortization of acquired intangible assets
    (4,969 )     (4,545 )     (18,739 )     (8,879 )
Impairment of goodwill, intangible assets and capitalized software
    (19,941 )     (20,618 )     (19,941 )     (98,904 )
Gain on reversal of contingent consideration
    -       -       -       6,564  
Settlement of legal claim
    -       (550 )     -       (550 )
Restructuring costs
    (3,981 )     (1,052 )     (3,981 )     (1,052 )
Non-GAAP costs and expenses
  $ 54,302     $ 55,830     $ 270,612     $ 168,679  
                                 
GAAP net income (loss)
  $ (7,885 )   $ (16,765 )   $ 42,826     $ (68,657 )
Valuation adjustment on acquired deferred product revenues
    595       -       5,500       -  
Acquisition related expenses
    809       4,565       5,238       5,774  
Share based compensation
    2,246       2,034       14,925       7,429  
Amortization of acquired intangible assets
    4,969       4,545       18,739       8,879  
Impairment of goodwill, intangible assets and capitalized software
    19,941       20,618       19,941       98,904  
Gain on reversal of contingent consideration
    -       -       -       (6,564 )
Fair value revaluation of convertible debt and related derivative
    (2,200 )     (732 )     (2,784 )     (430 )
Settlement of legal claim
    -       550       -       550  
Restructuring costs
    3,981       1,052       3,981       1,052  
Non-recurring tax benefit
    -       (7,053 )     (2,320 )     (7,053 )
Accretion of payment obligation related to acquisition
    615       132       1,067       489  
Taxes related to amortization and impairment of acquired intangible assets
    (3,121 )     (1,581 )     (5,524 )     (2,423 )
Non-GAAP net income
  $ 19,950     $ 7,365     $ 101,589     $ 37,950  
                                 
Non-GAAP net income
  $ 19,950     $ 7,365     $ 101,589     $ 37,950  
Tax expense
    1,864       1,747       17,425       10,173  
Financial expense, net
    2,567       397       4,605       1,880  
Depreciation
    803       909       2,674       3,093  
Adjusted EBITDA
  $ 25,184     $ 10,418     $ 126,293     $ 53,096  
                                 
Non-GAAP diluted earnings per share
  $ 0.27     $ 0.10     $ 1.44     $ 0.50  
                                 
Shares used in computing non-GAAP diluted earnings per share
    73,740,790       72,903,613       70,327,411       75,757,287  
 
7