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 2018 (Report No. 2)

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 March 15, 2018, Perion Network Ltd. (the "Registrant") issued a press release titled “Perion Reports Fourth Quarter and Full-Year 2017 Results”. A copy of this press release is furnished as Exhibit 99.1 herewith.
 
The GAAP financial statements tables contained in the press release attached to this report on Form 6-K, are incorporated by reference into the Registrant's Registration Statements on Form F-3 (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/ Maoz Sigron
 
 
 
Name: Maoz Sigron
 
 
 
Title: Chief Financial Officer
 
 
Date: March 15, 2018 
 
2 -

 


Exhibit 99.1

 

PERION REPORTS FOURTH QUARTER AND FULL-YEAR 2017 RESULTS

Cost Reduction and Increase Efficiencies Efforts Have Yielded Improved Visibility and Optimized Performance
Ahead of Schedule; Management Provides Adjusted EBITDA Guidance for 2018
 
TEL AVIV, Israel & NEW YORK – March 15, 2018 – Perion Network Ltd. (NASDAQ: PERI), a global technology leader in advertising solutions for brands and publishers, announced today its financial results for the fourth quarter and 12 months ended December 31, 2017.

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

   
Three months ended
   
Twelve months ended
 
   
December 31,
   
December 31,
 
   
2016
   
2017
   
2016
   
2017
 
Search and other revenues
 
$
40.5
   
$
34.3
   
$
172.7
   
$
139.5
 
Advertising revenues
 
$
44.1
   
$
43.0
   
$
140.1
   
$
134.5
 
Total Revenues
 
$
84.5
   
$
77.3
   
$
312.8
   
$
274.0
 
GAAP Net Income (Loss)
 
$
0.3
   
$
(37.3
)
 
$
0.2
   
$
(72.8
)
Non-GAAP Net Income
 
$
6.5
   
$
6.4
   
$
27.7
   
$
17.4
 
Adjusted EBITDA
 
$
13.5
   
$
11.9
   
$
45.4
   
$
29.0
 
Impairment of Goodwill and Intangible assets
 
$
0.0
   
$
41.8
   
$
0.0
   
$
85.7
 
GAAP Diluted Earnings (Loss) Per Share
 
$
0.00
   
$
(0.48
)
 
$
0.00
   
$
(0.94
)
Non-GAAP Diluted Earnings Per Share
 
$
0.08
   
$
0.08
   
$
0.36
   
$
0.24
 
 
*
Reconciliation of GAAP to Non-GAAP measures follows.

Doron Grestel, Perion’s CEO commented, “The turnaround strategy we implemented earlier in 2017 is taking hold, providing Perion with a stable base for profitable growth. During the fourth quarter, we continued to advance targeted expense reductions while reallocating resources to support the investment in new technology. With these investments, we have streamlined efficiencies through the automation of our platforms and operating systems. Since I joined as CEO, Perion has secured more than $7 million in corporate expense reductions. The steps we are taking are necessary to position Perion for renewed growth and enhanced profitability in the future.” 
 

 
“The industry trends driven by our Fortune 500 clients and agency partners are clear: digital media investments must protect the safety of their brands,” continued Mr. Gerstel. “Their need for engaging creative in transparent, quality environments plays perfectly into Undertone’s offering. In a recent Forbes article, Procter & Gamble's Chief Brand Officer Marc Pritchard, one of the most outspoken CMOs on this topic, called for more effective use of targeted creative to protect brands. Mr. Pritchard emphasized ‘the importance of consistency in brand building … focusing less on volume of advertising [and] more on quality.’”
 
Mr. Gerstel added, “while advertisers look for better quality and more engaging creative, agencies are reducing the number of partners they work with. They are looking for partners like Undertone who can offer a holistic end-to-end solution for their digital ad-spend. In the past year, Undertone has expanded their digital media offering, helping brands reach consumers on the screens and platforms that matter most—with beautiful design and innovative formats in safe and quality environments.”
 
“On the search side we extended our agreement with Bing through 2020, serving as a meaningful signal to the search ecosystem, stability and trust,” continued Mr. Gerstel. “As a direct result, this extension encouraged new partners to join our network and this is reflected on our fourth quarter search revenue. After five consecutive quarters, we are happy to bend the curve and report quarter-over-quarter growth. We believe this trend will continue due to the strong partnership we have with Bing.”
 
Financial Comparison for the Fourth Quarter of 2017:
 
Revenues: Revenues decreased by 9%, from $84.5 million in the fourth quarter of 2016 to $77.3 million in the fourth quarter of 2017.
 
Customer Acquisition Costs and Media Buy ("CAC"): CAC in the fourth quarter of 2017 was $35.1 million, remain flat at 45% of the revenues compare to $38.1 millions in the fourth quarter of 2016.
 
Impairment Charge: In the fourth quarter of 2017, the company recorded a non-cash impairment charge of $41.8 million to reduce the recorded value of goodwill and intangible assets related to Undertone business and its fair value. The impairment charge is primarily a result of the recent industry trends. we expect traffic acquisition costs (TAC) as a percent of revenues to increase in 2018 and beyond as industry budgets shift toward automated channels. This trend is driven by higher TAC expectations related to increased revenues in programmatic, and the effect of header bidding and Chrome ad blocker
 
Net Income: On a GAAP basis, and inclusive of the non-cash impairment charge described above, net loss in the fourth quarter of 2017 was $(37.3) million as compared to net income of $0.3 million in the fourth quarter of 2016.
 
Non-GAAP Net Income: In the fourth quarter of 2017, non-GAAP net income was $6.4 million, or 8% of revenues, compared to $6.5 million, or 8% of revenues, in the fourth quarter of 2016.
 
Adjusted EBITDA: In the fourth quarter of 2017, Adjusted EBITDA was $11.9 million, or 15% of revenues, compared to $13.5 million, or 16% of revenues, in the fourth quarter of 2016.
 
Cash and Cash Flow from Operations: As of December 31, 2017, cash, cash equivalents and short-term deposits were $37.5 million. Cash provided by continuing operations in the fourth quarter of 2017 was $7.2 million compared to $12.1 million in the fourth quarter of 2016.
 
Financial Comparison for the full year of 2017:
 
Revenues: Revenues decreased by 12%, from $312.8 million in 2016 to $274.0 million in 2017.
 
Customer Acquisition Costs and Media Buy ("CAC"): CAC in 2017 were $130.9 million, or 48% of revenues, as compared to $140.2 million, or 45% of revenues, in 2016.
 
2

Impairment Charge: In 2017, the company recorded a non-cash impairment charge of $85.7 million to reduce the recorded value of goodwill and intangible assets related to Undertone business and its fair value. The impairment charge is primarily a result of the recent industry trends. we expect traffic acquisition costs (TAC) as a percent of revenues to increase in 2018 and beyond as industry budgets shift toward automated channels. This trend is driven by higher TAC expectations related to increased revenues in programmatic and the effect of header bidding and Chrome ad blocker
 
Net Income: On a GAAP basis, and inclusive of the non-cash impairment charges described above, the full-year net loss was $(72.8) million as compared to net income of $0.2 million in 2016.
 
Non-GAAP Net Income: In 2017, non-GAAP net income was $17.4 million, or 6% of revenues, compared to $27.7 million, or 9% of revenues, in 2016.
 
Adjusted EBITDA: In 2017, Adjusted EBITDA was $29 million, or 11% of revenues, compared to $45.4 million, or 15% of revenues, in 2016.
 
Cash and Cash Flow from Operations: As of December 31, 2017, cash, cash equivalents and short-term deposits were $37.5 million. Cash provided by operations in 2017 increased by 18%, from $30.5 million in 2016 to $36.0 million in 2017.
 
Debt: Short-term debt, long-term debt  and convertible debt decreased by 22%, from 77.7 million in 2016 to 60.7 million in 2017.
 
Perion satisfies all the financial covenants associated with its public debt.

2018 Guidance

Management expects to generate Adjusted EBITDA of $28 million to $32 million for the full year of 2018.

“The turnaround efforts during 2017, related both to cost optimization and the stabilization of our Undertone and Search businesses provide management with sufficient visibility to provide 2018 Adjusted EBITDA guidance,” noted Mr. Gerstel.

Conference Call

Perion will host a conference call to discuss the results today, March 15, 2018, at 10 a.m. ET. Details are as follows:
 
·
Conference ID: 4677454
·
Dial-in number from within the United States: 1-866-548-4713
·
Dial-in number from Israel: 1-809-212-883
·
Dial-in number (other international): 1-323-794-2093
·
Playback available until March 22, 2018 by calling 1-844-512-2921 (United States) or 1-412-3176671 (international). Please use PIN code 4677454 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.
 
3

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
Hila Valdman
+972 (73) 398-1000
Perion.Investor.Relations@perion.com
Source: Perion Network Ltd.
 
4

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
In thousands (except share and per share data)
 
   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2016
   
2017
   
2016
   
2017
 
   
Audited
   
Audited
   
Audited
   
Audited
 
Revenues:
                       
Search and other
 
$
40,488
   
$
34,251
   
$
172,683
   
$
139,505
 
Advertising
   
44,054
     
43,029
     
140,111
     
134,481
 
Total Revenues
   
84,542
     
77,280
     
312,794
     
273,986
 
                                 
Costs and Expenses:
                               
Cost of revenues
   
7,011
     
6,838
     
25,924
     
24,659
 
Customer acquisition costs and media buy
   
38,145
     
35,092
     
140,210
     
130,885
 
Research and development
   
6,054
     
4,406
     
25,221
     
17,189
 
Selling and marketing
   
14,364
     
14,309
     
54,559
     
52,742
 
General and administrative
   
7,303
     
5,369
     
28,827
     
21,911
 
Depreciation and amortization
   
6,174
     
3,294
     
25,977
     
16,591
 
Impairment charges
   
-
     
41,820
     
-
     
85,667
 
Restructuring costs
   
-
     
-
     
728
     
-
 
Total Costs and Expenses
   
79,051
     
111,128
     
301,446
     
349,644
 
                                 
Income (Loss) from Operations
   
5,491
     
(33,848
)
   
11,348
     
(75,658
)
Financial expense, net
   
1,882
     
1,756
     
8,288
     
5,922
 
                                 
Income (Loss) before Taxes on income
   
3,609
     
(35,604
)
   
3,060
     
(81,580
)
Taxes on income
   
3,290
     
1,673
     
212
     
(8,826
)
                                 
Net Income (loss) from continuing operations
   
319
     
(37,277
)
   
2,848
     
(72,754
)
Net Loss from discontinued operations
   
-
     
-
     
(2,647
)
   
-
 
                                 
Net Income (Loss)
 
$
319
   
$
(37,277
)
 
$
201
   
$
(72,754
)
                                 
Net Earnings (Loss) per Share - Basic and Diluted:
                               
Continuing operations
 
$
0.00
   
$
(0.48
)
 
$
0.04
   
$
(0.94
)
Discontinued operations
 
$
-
   
$
-
   
$
(0.04
)
 
$
-
 
                                 
Weighted average number of shares continuing and discontinued
                               
Basic
   
77,163,670
     
77,550,069
     
76,560,454
     
77,549,171
 
Diluted
   
77,540,690
     
77,550,069
     
76,673,803
     
77,549,171
 
                                 
*) less than $0.01
                               

5

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET
In thousands
 
   
December 31,
   
December 31,
 
   
2016
   
2017
 
   
Audited
   
Unaudited
 
ASSETS
           
             
Current Assets:
           
Cash and cash equivalents
 
$
23,962
   
$
31,567
 
Short-term bank deposit
   
8,414
     
5,913
 
Accounts receivable, net
   
71,346
     
62,830
 
Prepaid expenses and other current assets
   
10,036
     
13,955
 
Total Current Assets
   
113,758
     
114,265
 
                 
Property and equipment, net
   
14,205
     
17,476
 
Goodwill and intangible assets, net
   
234,755
     
136,360
 
Deferred taxes
   
4,117
     
4,798
 
Other assets
   
1,617
     
1,128
 
                 
Total Assets
 
$
368,452
   
$
274,027
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current Liabilities:
               
Accounts payable
 
$
38,293
   
$
39,180
 
Accrued expenses and other liabilities
   
17,466
     
17,784
 
Short-term loans and current maturities of long-term and convertible debt
   
17,944
     
13,989
 
Deferred revenues
   
5,354
     
5,271
 
Payment obligation related to acquisitions
   
7,653
     
5,146
 
Total Current Liabilities
   
86,710
     
81,370
 
Long-Term Liabilities:
               
Long-term debt, net of current maturities
   
37,928
     
30,026
 
Convertible debt, net of current maturities
   
21,862
     
16,693
 
Deferred taxes
   
8,087
     
-
 
Other long-term liabilities
   
5,721
     
7,606
 
Total Liabilities
   
160,308
     
135,695
 
                 
Shareholders' equity:
               
Ordinary shares
   
210
     
211
 
Additional paid-in capital
   
234,831
     
236,975
 
Treasury shares at cost
   
(1,002
)
   
(1,002
)
Accumulated other comprehensive gain (loss)
   
(265
)
   
532
 
Accumulated deficit
   
(25,630
)
   
(98,384
)
Total Shareholders' Equity
   
208,144
     
138,332
 
                 
Total Liabilities and Shareholders' Equity
 
$
368,452
   
$
274,027
 
 
6

 
PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
 
   
Year ended December 31,
 
   
2016
   
2017
 
   
Unaudited
   
Unaudited
 
Operating activities:
           
Net Income (loss)
 
$
201
   
$
(72,754
)
Loss from discontinued operations, net
   
(2,647
)
   
-
 
Net Income (Loss) from continuing operations
   
2,848
     
(72,754
)
                 
Adjustments required to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
25,977
     
16,591
 
Impairment of goodwill and intangible assets
   
-
     
85,667
 
Restructuring costs related to impairment of property and equipment
   
254
     
-
 
Stock based compensation expense
   
6,844
     
2,112
 
Accretion of payment obligation related to acquisition
   
320
     
43
 
Foreign currency translation
   
980
     
83
 
Accrued interest, net
   
406
     
475
 
Deferred taxes, net
   
(3,268
)
   
(8,877
)
Change in payment obligation related to acquisition
   
983
     
-
 
Fair value revaluation - convertible debt
   
1,350
     
3,785
 
Net changes in operating assets and liabilities
   
(2,910
)
   
8,888
 
Net cash provided by continuing operating activities
   
33,784
     
36,013
 
Net cash used in discontinued activities
   
(3,329
)
   
-
 
Net cash provided by operating activities
 
$
30,455
   
$
36,013
 
Investing activities:
               
Purchases of property and equipment
 
$
(1,353
)
 
$
(1,596
)
Capitalization of development costs
   
(4,591
)
   
(5,756
)
Change in restricted cash, net
   
647
     
-
 
Short-term deposits, net
   
34,028
     
2,501
 
Net cash provided by investing activities
 
$
28,731
   
$
(4,851
)
Financing activities:
               
Exercise of stock options and restricted share units
   
2
     
1
 
Payment made in connection with acquisition
   
(29,537
)
   
(2,551
)
Proceeds from Short-term loans
   
40,000
     
-
 
Proceeds from Long-term loans
   
-
     
5,000
 
Repayment of convertible debt
   
(7,620
)
   
(7,901
)
Repayment of short-term loans
   
(46,000
)
   
(7,000
)
Repayment of long-term loans
   
(9,452
)
   
(11,389
)
Net cash used in financing activities
 
$
(52,607
)
 
$
(23,840
)
Effect of exchange rate changes on cash and cash equivalents
   
(136
)
   
283
 
Net increase in cash and cash equivalents
   
9,772
     
7,605
 
Net cash used in discontinued activities
   
(3,329
)
   
-
 
Cash and cash equivalents at beginning of period
   
17,519
     
23,962
 
Cash and cash equivalents at end of period
 
$
23,962
   
$
31,567
 
 
7


 
PERION NETWORK LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS
In thousands (except share and per share data)
 
   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2016
   
2017
   
2016
   
2017
 
   
Unaudited
   
Unaudited
   
Unaudited
   
Unaudited
 
                         
GAAP Net Income from continuing operations
 
$
319
   
$
(37,277
)
 
$
2,848
   
$
(72,754
)
Acquisition related expenses
   
-
     
-
     
179
     
-
 
Valuation adjustment on acquired deferred revenues
   
-
     
-
     
359
     
-
 
Share based compensation
   
1,859
     
446
     
6,844
     
2,112
 
Amortization of acquired intangible assets
   
5,173
     
2,416
     
21,974
     
13,024
 
Restructuring costs
   
-
     
-
     
728
     
-
 
Legal fees
   
-
     
206
     
-
     
206
 
Impairment of goodwill and intangible assets
   
-
     
41,820
     
-
     
85,667
 
Fair value revaluation of convertible debt and related derivative
   
274
     
538
     
408
     
1,148
 
Accretion of payment obligation related to acquisition
   
33
     
(18
)
   
1,303
     
43
 
Taxes on the above items
   
(1,140
)
   
(1,763
)
   
(6,950
)
   
(12,010
)
Non-GAAP Net Income from continuing operations
 
$
6,518
   
$
6,368
   
$
27,693
   
$
17,436
 
                                 
Non-GAAP Net Income from continuing operations
 
$
6,518
   
$
6,368
   
$
27,693
   
$
17,436
 
Taxes on income
   
4,430
     
3,436
     
7,162
     
3,184
 
Financial expense, net
   
1,575
     
1,236
     
6,577
     
4,731
 
Depreciation
   
1,001
     
877
     
4,003
     
3,566
 
Adjusted EBITDA
 
$
13,524
   
$
11,917
   
$
45,435
   
$
28,917
 
                                 
Non-GAAP diluted earnings per share
 
$
0.08
   
$
0.08
   
$
0.36
   
$
0.24
 
                                 
Shares used in computing non-GAAP diluted earnings per share
   
77,540,690
     
77,567,040
     
76,673,803
     
79,122,597
 

 
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