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 2017 (Report No. 1)

Commission File Number: 000-51694

Perion Network Ltd.
(Translation of registrant's name into English)

1 Azrieli Center, Building A, 4th Floor
26 HaRokmim Street, Holon, Israel 5885849
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F    Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): N/A

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): N/A
 

Explanatory Note

On November 9, 2017, Perion Network Ltd. (the "Registrant") issued a press release titled “Perion Reports Third Quarter 2017 Results”.  A copy of this press release is furnished as Exhibit 99.1 herewith.

This Report on Form 6-K is incorporated by reference into the Registrant's registration statements on Form F-3 (File Nos. 333-208785 and 333-195794) and Form S-8 (File Nos. 333-208278, 333-203641, 333-193145, 333-192376, 333-188714, 333-171781, 333-152010, 333-133968 and 333-216494).


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/ Ophir Yakovian  
    Name: Ophir Yakovian  
    Title:   Chief Financial Officer  
       
Date: November 9, 2017
 

 
Exhibit Index

Exhibit
Description
 
99.1

 


 
Exhibit 99.1



PERION REPORTS THIRD QUARTER 2017 RESULTS

Perion Extends and Enhances Agreement with Microsoft Bing Through 2020; Company Achieves Goal to
Reduce $6 Million in Annual Corporate Expenses

TEL AVIV, Israel & NEW YORK – November 9, 2017 – Perion Network Ltd. (NASDAQ: PERI), a global technology leader in advertising solutions for brands and publishers, announced today its financial results for the third quarter and nine months ended September 30, 2017.

Financial Highlights*
(In millions, except per share data)

   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2016
   
2017
   
2016
   
2017
 
Search and other revenues
 
$
42.1
   
$
33.3
   
$
132.2
   
$
105.3
 
Advertising revenues
 
$
32.4
   
$
31.7
   
$
96.1
   
$
91.4
 
Total Revenues
 
$
74.5
   
$
65.0
   
$
228.3
   
$
196.7
 
GAAP Net Income (Loss) from continuing operation
 
$
2.9
   
$
2.6
   
$
2.5
   
$
(35.5
)
Non-GAAP Net Income
 
$
7.7
   
$
4.1
   
$
21.2
   
$
11.1
 
Adjusted EBITDA
 
$
12.4
   
$
6.5
   
$
31.9
   
$
17.0
 
Impairment of Goodwill and Intangible assets
 
$
0.0
   
$
0.0
   
$
0.0
   
$
43.8
 
GAAP Diluted Earnings (Loss) Per Share from continuing operation
 
$
0.04
   
$
0.03
   
$
0.03
   
$
(0.46
)
Non-GAAP Diluted Earnings Per Share
 
$
0.10
   
$
0.05
   
$
0.26
   
$
0.14
 

* Reconciliation of GAAP to Non-GAAP measures follows.
 
Doron Gerstel, Perion’s CEO commented, “During the third quarter we made meaningful progress to advance our turnaround strategy. We are executing on a clearly defined roadmap that we implemented earlier this year and advancing key initiatives ahead of schedule. As a result, I am increasingly confident that the actions we are taking today are necessary to introduce a more scalable and profitable offering that will position Perion for renewed growth.”
 
“We are revitalizing our long-term growth prospects by shifting significant resources to accelerate the development of innovative technology to enable advertisers to manage their brand awareness campaigns,” continued Gerstel. “At the same time, we are implementing targeted expense reductions and reallocating resources to support the investment in new technology. I am pleased to report that we have already achieved the $6 million reduction in our annual corporate expense run rate that we targeted just three months ago, and we are now pursuing additional initiatives to further streamline our cost structure in the fourth quarter and into 2018.”
 
“Undertone remains well positioned as an industry leading rich media digital solution provider,” continued Gerstel. “Given the continuous shift of media budgets towards unreserved programmatic, we have accelerated our efforts to introduce high impact ads into the unreserved programmatic world in early 2018. The new formats we are developing will also address the expected impact of new ad blocking features that will be included in the newest version of Chrome that Google recently announced.”
 
“On the search side of our business, our extension with Microsoft Bing through 2020, will meaningfully extend Perion’s reach within the search ecosystem, in both desktop and mobile,” added Mr. Gerstel. “Today, Bing commands one-third of all desktop searches in the U.S., giving Perion a large and increasingly important partner. The extension of our agreement ensures that Perion will continue to provide its publisher partners, and their consumers, a leading search and monetization solution while at the same time providing the necessary cash flow to drive internal growth initiatives within the organization.”
 

Financial Comparison for the Third Quarter of 2017:
 
Revenues: Revenues decreased by 13%, from $74.5 million in the third quarter of 2016 to $65.0 million in the third quarter of 2017.
 
Customer Acquisition Costs and Media Buy ("CAC"): CAC in the third quarter of 2017 were $32.0 million, or 49% of revenues, as compared to $33.0 million, or 44% of revenues, in the third quarter of 2016.
 
Net Income: On a GAAP basis, net income from continuing operation in the third quarter of 2017 was $2.6 million as compared to $2.9 million in the third quarter of 2016.
 
Non-GAAP Net Income: In the third quarter of 2017, non-GAAP net income was $4.1 million, or 6% of revenues, compared to $7.7 million, or 10% of revenues, in the third quarter of 2016.
 
Adjusted EBITDA: In the third quarter of 2017, Adjusted EBITDA was $6.5 million, or 10% of revenues, compared to $12.4 million, or 17% of revenues, in the third quarter of 2016.
 
Cash and Cash Flow from Operations: As of September 30, 2017, cash, cash equivalents and short-term deposits were $35.5 million. Cash provided by continuing operations in the third quarter of 2017 was $17.1 million compared to $9.6 million in the third quarter of 2016.
 
Perion currently satisfies all the financial covenants associated with its public debt.

Conference Call:

Perion will host a conference call to discuss the results today, November 9, 2017, at 10 a.m. ET. Details are as follows:

·
Conference ID: 8570941
·
Dial-in number from within the United States: 1-888-430-8709
·
Dial-in number from Israel: 1-80-925-8243
·
Dial-in number (other international): 1-719-325-2456
·
Playback available until November 16, 2017 by calling 1-844-512-2921 (United States) or
1-412-317-6671 (international). Please use PIN code 8570941 for the replay.
·
Link to the live webcast accessible at  https://www.perion.com/ir-info/

About Perion Network Ltd.
 
Perion is a global technology company that delivers advertising solutions to brands and publishers. Perion is committed to providing data-driven 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.
 
2


Non-GAAP measures
 
Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude acquisition related expenses, share-based compensation expenses, restructuring costs, loss from discontinued operations, accretion of acquisition related contingent consideration, impairment of goodwill, amortization and impairment of acquired intangible assets and the related taxes thereon, 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. 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 bonds were 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. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") is defined as operating income excluding stock-based compensation expenses, depreciation, restructuring costs, acquisition related items consisting of amortization of intangible assets and goodwill and intangible asset impairments, acquisition related expenses, gains and losses recognized on changes in the fair value of contingent consideration arrangements and certain accounting entries under the business combination accounting rules that require us to recognize a legal performance obligation related to revenue arrangements of an acquired entity based on its fair value at the date of acquisition.
 
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, 2016 filed with the SEC on March 7, 2017. Perion does not assume any obligation to update these forward-looking statements.

Contact Information:

Perion Network Ltd.
Investor relations
Vicky Batkin
+972 (73) 398-1000
Perion.Investor.Relations@perion.com
Source: Perion Network Ltd.
 
3

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
In thousands (except share and per share data)
 
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2016
   
2017
   
2016
   
2017
 
   
Unaudited
   
Unaudited
   
Unaudited
   
Unaudited
 
Revenues:
                       
Search and other
 
$
42,110
   
$
33,287
   
$
132,195
   
$
105,254
 
Advertising
   
32,350
     
31,755
     
96,057
     
91,452
 
Total Revenues
   
74,460
     
65,042
     
228,252
     
196,706
 
                                 
Costs and Expenses:
                               
Cost of revenues
   
3,794
     
3,561
     
12,008
     
10,476
 
Customer acquisition costs and media buy
   
32,990
     
31,955
     
102,065
     
95,793
 
Research and development
   
5,829
     
4,096
     
20,361
     
13,625
 
Selling and marketing
   
14,270
     
14,142
     
45,906
     
44,937
 
General and administrative
   
6,672
     
5,353
     
21,524
     
16,541
 
Depreciation and amortization
   
6,156
     
3,388
     
19,803
     
13,297
 
Impairment charges
   
-
     
-
     
-
     
43,847
 
Restructuring costs
   
-
     
-
     
728
     
-
 
Total Costs and Expenses
   
69,711
     
62,495
     
222,395
     
238,516
 
                                 
Income (Loss) from Operations
   
4,749
     
2,547
     
5,857
     
(41,810
)
Financial expense, net
   
950
     
644
     
6,406
     
4,166
 
                                 
Income (Loss) before Taxes on income
   
3,799
     
1,903
     
(549
)
   
(45,976
)
Taxes on income
   
915
     
(710
)
   
(3,078
)
   
(10,499
)
                                 
Net Income (loss) from continuing operations
   
2,884
     
2,613
     
2,529
     
(35,477
)
Net Loss from discontinued operations
   
2,021
     
-
     
(2,647
)
   
-
 
                                 
Net Income (Loss)
 
$
4,905
   
$
2,613
   
$
(118
)
 
$
(35,477
)
                                 
Net Earnings (Loss) per Share - Basic and Diluted:
                               
Continuing operations
 
$
0.04
   
$
0.03
   
$
0.03
*)
 
$
(0.46
)
Discontinued operations
 
$
0.03
   
$
-
   
$
(0.03
)
 
$
-
 
                                 
Weighted average number of shares continuing and discontinued
                               
Basic
   
76,573,397
     
77,550,069
     
76,357,173
     
77,548,867
 
Diluted
   
77,739,340
     
80,381,420
     
76,381,693
     
77,548,867
 
                                 
*) less than $0.01
                               

4

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
In thousands
 
   
December 31,
   
September 30,
 
   
2016
   
2017
 
   
Audited
   
Unaudited
 
ASSETS
           
             
Current Assets:
           
Cash and cash equivalents
 
$
23,962
   
$
33,967
 
Short-term bank deposit
   
8,414
     
1,508
 
Accounts receivable, net
   
71,346
     
45,626
 
Prepaid expenses and other current assets
   
10,036
     
14,597
 
Total Current Assets
   
113,758
     
95,698
 
                 
Property and equipment, net
   
14,205
     
16,968
 
Goodwill and intangible assets, net
   
234,755
     
180,600
 
Deferred taxes
   
4,117
     
7,902
 
Other assets
   
1,617
     
1,391
 
                 
Total Assets
 
$
368,452
   
$
302,559
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current Liabilities:
               
Accounts payable
 
$
38,293
   
$
32,692
 
Accrued expenses and other liabilities
   
17,466
     
14,915
 
Short-term loans and current maturities of long-term and convertible debt
   
17,944
     
13,879
 
Deferred revenues
   
5,354
     
4,845
 
Payment obligation related to acquisitions
   
7,653
     
6,163
 
Total Current Liabilities
   
86,710
     
72,494
 
Long-Term Liabilities:
               
Long-term debt, net of current maturities
   
37,928
     
32,431
 
Convertible debt, net of current maturities
   
21,862
     
16,003
 
Deferred taxes
   
8,087
     
66
 
Other long-term liabilities
   
5,721
     
6,538
 
Total Liabilities
   
160,308
     
127,532
 
                 
Shareholders' equity:
               
Ordinary shares
   
210
     
211
 
Additional paid-in capital
   
234,831
     
236,529
 
Treasury shares at cost
   
(1,002
)
   
(1,002
)
Accumulated other comprehensive gain (loss)
   
(265
)
   
396
 
Accumulated deficit
   
(25,630
)
   
(61,107
)
Total Shareholders' Equity
   
208,144
     
175,027
 
                 
Total Liabilities and Shareholders' Equity
 
$
368,452
   
$
302,559
 

5

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
 
   
Nine months ended September 30,
 
   
2016
   
2017
 
   
Unaudited
   
Unaudited
 
Operating activities:
           
Net Loss
 
$
(118
)
 
$
(35,477
)
Loss from discontinued operations, net
   
(2,647
)
   
-
 
Net Income (Loss) from continuing operations
   
2,529
     
(35,477
)
                 
Adjustments required to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
19,803
     
13,297
 
Impairment of goodwill and intangible assets
   
-
     
43,847
 
Stock based compensation expense
   
4,985
     
1,667
 
Foreign currency translation
   
928
     
77
 
Accrued interest, net
   
306
     
339
 
Deferred taxes, net
   
(5,342
)
   
(11,915
)
Change in payment obligation related to acquisition
   
1,271
     
61
 
Fair value revaluation - convertible debt
   
1,588
     
2,768
 
Net changes in operating assets and liabilities
   
(4,398
)
   
14,188
 
Net cash provided by continuing operating activities
   
21,670
     
28,852
 
Net cash used in discontinued activities
   
(3,303
)
   
-
 
Net cash provided by operating activities
 
$
18,367
   
$
28,852
 
                 
Investing activities:
               
Purchases of property and equipment
 
$
(1,011
)
 
$
(1,489
)
Capitalization of development costs
   
(3,724
)
   
(4,437
)
Change in restricted cash, net
   
(132
)
   
-
 
Short-term deposits, net
   
34,606
     
6,906
 
Net cash provided by investing activities
 
$
29,739
   
$
980
 
                 
Financing activities:
               
Exercise of stock options and restricted share units
   
1
     
1
 
Payment made in connection with acquisition
   
(28,052
)
   
(1,551
)
Proceeds from long-term loans
   
-
     
5,000
 
Repayment of convertible debt
   
(7,620
)
   
(7,901
)
Repayment of short-term loans
   
(26,000
)
   
(7,000
)
Repayment of long-term loans
   
(6,390
)
   
(8,630
)
Net cash used in financing activities
 
$
(42,061
)
 
$
(20,081
)
Effect of exchange rate changes on cash and cash equivalents
   
14
     
254
 
Net increase in cash and cash equivalents
   
9,362
     
10,005
 
Net cash used in discontinued activities
   
(3,303
)
   
-
 
Cash and cash equivalents at beginning of period
   
17,519
     
23,962
 
Cash and cash equivalents at end of period
 
$
23,578
   
$
33,967
 

 
6

PERION NETWORK LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS
In thousands (except share and per share data)
 
   
Three months ended
   
Nine months ended
 
   
September 30,
   
September 30,
 
   
2016
   
2017
   
2016
   
2017
 
   
Unaudited
   
Unaudited
   
Unaudited
   
Unaudited
 
                         
GAAP Net Income from continuing operations
 
$
2,884
   
$
2,613
   
$
2,529
   
$
(35,477
)
Acquisition related expenses
   
-
     
-
     
179
     
-
 
Valuation adjustment on acquired deferred revenues
   
-
     
-
     
359
     
-
 
Share based compensation
   
1,457
     
547
     
4,985
     
1,666
 
Amortization of acquired intangible assets
   
5,178
     
2,497
     
16,801
     
10,608
 
Restructuring costs
   
-
     
-
     
728
     
-
 
Impairment of goodwill and intangible assets
   
-
     
-
     
-
     
43,847
 
Fair value revaluation of convertible debt and related derivative
   
(422
)
   
(803
)
   
134
     
610
 
Accretion of payment obligation related to acquisition
   
63
     
34
     
1,270
     
61
 
Taxes on the above items
   
(1,490
)
   
(753
)
   
(5,810
)
   
(10,247
)
Non-GAAP Net Income from continuing operations
 
$
7,670
   
$
4,135
   
$
21,175
   
$
11,068
 
                                 
Non-GAAP Net Income from continuing operations
 
$
7,670
   
$
4,135
   
$
21,175
   
$
11,068
 
Taxes on income
   
2,405
     
43
     
2,732
     
(252
)
Financial expense, net
   
1,309
     
1,413
     
5,002
     
3,495
 
Depreciation
   
978
     
891
     
3,002
     
2,689
 
Adjusted EBITDA
 
$
12,362
   
$
6,482
   
$
31,911
   
$
17,000
 
                                 
Non-GAAP diluted earnings per share
 
$
0.10
   
$
0.05
   
$
0.26
   
$
0.14
 
                                 
Shares used in computing non-GAAP diluted earnings per share
   
78,877,949
     
77,819,551
     
79,798,457
     
78,787,155
 

 
 
7