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Form 6-K Perion Network Ltd. For: Feb 25

February 25, 2015 7:01 AM


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 February 2015 (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 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.  The registrant's GAAP financial statements attached hereto are hereby incorporated by reference into the registrant's Registration Statements on Form F-3 (Registration No. 333-195794) and Form S-8 (Registration Nos. 333-193145, 333-192376, 333-188714, 333-171781, 333-152010 and 333-133968).
 
Exhibit 1:    Press Release: Perion reports fourth quarter and full year 2014 results, dated February 25, 2015.
 
 
 
 

 

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: February 25, 2015

 
 

 
 
Exhibit Index

Exhibit 1:    Press Release: Perion reports fourth quarter and full year 2014 results, dated February 25, 2015.
 




Exhibit 1

PERION REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS
2014 NON-GAAP REVENUE $394 MILLION, ADJUSTED EBITDA $126 MILLION

Tel Aviv & San Francisco – February 25, 2015. Perion Network Ltd. (NASDAQ: PERI), announced today its financial results for the fourth quarter and year ended December 31, 2014.

Financial Highlights *
(U.S. dollars in thousands, except for per share data)

 
Three months ended
   
Year ended
 
 
December 31,
   
December 31,
 
 
2013
 
2014
   
2013
   
2014
 
Non-GAAP Revenues
  $ 85,597     $ 78,683     $ 328,524     $ 394,231  
Adjusted EBITDA
  $ 11,726     $ 25,184     $ 68,953     $ 126,293  
Non-GAAP Net Income
  $ 12,478     $ 19,950     $ 57,925     $ 101,589  
Non-GAAP Diluted Earnings Per Share
  $ 0.23     $ 0.27     $ 1.05     $ 1.44  
GAAP Net Income (Loss)
  $ 6,391     $ (7,885 )   $ 28,613     $ 42,826  
GAAP Diluted Earnings (Loss) Per Share
  $ 0.22     $ (0.13 )   $ 1.14     $ 0.58  
GAAP Cash Flow provided by Operations
                  $ 61,352     $ 72,042  
 
* Reconciliation of GAAP to Non-GAAP measures can be found on page 8.
 

Josef Mandelbaum, Perion’s CEO commented: “We are very pleased with our fourth quarter and full year results especially given the challenges facing the industry. We delivered financial results that came in at the high end of our revenue guidance and exceeded both our EBITDA and Net Income guidance.  More importantly, we took significant steps in the development of our mobile marketing platform, a key driver to Perion’s future growth. We successfully launched the beta version of GrowMobile’s cross-network, self-serve platform, and are very happy with the initial customer feedback. Additionally, we further strengthened our platform by adding social advertising capabilities, as well as a premium European marketing presence, with the recent acquisition of Paris-based MakeMeReach, a Facebook preferred marketing developer (PMD) and Twitter marketing platform partner (MPP). With access to all the main mobile traffic sources from one single platform, and over $80 million in managed revenues, GrowMobile is now positioned as one of the industry leaders in the mobile advertising market.”

“While the search monetization market still faces headwinds, we see positive signs emerging as much of the industry finally seems determined to improve overall practices. In the meantime, we continue to manage our business to ensure robust profitability and cash flow, albeit at a lower revenue level. In parallel, we are dedicating resources to organically enhance our monetization portfolio to include other forms of advertising and to expand into mobile. We are building a stronger and more stable foundation for our monetization business, and are confident that it will best position us for future growth.” concluded Mr. Mandelbaum.
 
 
 

 
 
Non-GAAP Financial Comparison for the Fourth Quarter of 2014:

In accordance with generally accepted accounting principles, or GAAP, the acquisition of ClientConnect by Perion, which closed on January 2, 2014, is accounted for as a reverse acquisition. Therefore, Perion is comparing its results this year to the results of ClientConnect in 2013. As a result, a significant portion of the year over year changes described below were attributable to the fact that the comparative results of 2013 include only ClientConnect’s results and do not include Perion's results for that year.

Revenues: In the fourth quarter of 2014, revenues were $78.7 million, decreasing 8% compared to ClientConnect's revenues of $85.6 million in the fourth quarter of 2013. Non-GAAP revenues in the fourth quarter of 2014 included $0.6 million of deferred product revenues, which in accordance with GAAP were recorded at fair value on the acquisition date. In the fourth quarter of 2013, non-GAAP revenues included $1.5 million revenues, which in the GAAP report were associated with discontinued operations.

Customer Acquisition Costs (“CAC”): In the fourth quarter of 2014, Perion decreased its investment in CAC to $29.0 million, representing 37% of revenues, compared to $53.6 million, or 63% of revenues at ClientConnect in the fourth quarter of 2013.

Costs and Expenses: Excluding CAC, costs and expenses in the fourth quarter of 2014 were $25.3 million, or 32% of revenues, compared to $21.0 million, or 25% of revenues, at ClientConnect in the fourth quarter of 2013. Non-GAAP costs and expenses in the fourth quarter of 2014 excluded $19.9 million impairment charges, $5.0 million amortization of acquired intangible assets, $4.0 million restructuring costs, $2.2 million of share based compensation expenses and $0.8 million of acquisition related expenses, all of which were included in the GAAP numbers. In the fourth quarter of 2013, non-GAAP costs and expenses excluded $4.0 million of share based compensation expenses and $2.1 million of acquisition related expenses, and included activities of $7.6 million which were excluded from the GAAP costs and expenses as they were associated with discontinued operations.

Adjusted EBITDA: In the fourth quarter of 2014, adjusted EBITDA increased by 115%, to $25.2 million, or 32% of revenues, compared to $11.7 million, or 14% of revenues, at ClientConnect in the same quarter last year.

Net Income: In the fourth quarter of 2014, net income was $20.0 million, or 25% of revenues, increasing 60% from $12.5 million at ClientConnect in the fourth quarter of 2013.
 
Non-GAAP Financial Comparison for the Year ended December 31, 2014:

Revenues: In 2014, revenues were $394.2 million, increasing 20% compared to ClientConnect's revenues of $328.5 million in 2013. Non-GAAP revenues in 2014, include $5.5 million of deferred product revenues, which in accordance with GAAP were recorded at fair value on the acquisition date. In 2013, non-GAAP revenues included $3.0 million of revenues which in the GAAP report were associated with discontinued operations.

Customer Acquisition Costs (“CAC”): In 2014, Perion decreased its investment in CAC to $174.6 million, representing 44% of revenues, compared to ClientConnect's $185.4 million in 2013.

Costs and Expenses: Excluding CAC, costs and expenses in 2014 were $96.0 million, or 24% of revenues, compared to $76.8 million, or 23% of revenues, at ClientConnect in 2013. Non-GAAP costs and expenses in 2014 excluded $19.9 million impairment charges, $18.7 million amortization of acquired intangible assets, $14.9 million of share based compensation expenses, $5.2 million of acquisition related expenses and $4.0 million restructuring costs, all of which were included in the GAAP numbers. In 2013, non-GAAP costs and expenses excluded $13.2 million of share based compensation expenses, $2.2 million impairment charges and $2.1 million of acquisition related expenses, and included activities of $36.3 million which were excluded from the GAAP costs and expenses as they were associated with discontinued operations.

Adjusted EBITDA: In 2014, adjusted EBITDA increased by 83%, to $126.3 million, or 32% of revenues, compared to $69.0 million, or 21% of revenues, at ClientConnect in 2013.

Net Income: In 2014, net income was $101.6 million, or 26% of revenues, increasing 75% from $57.9 million at ClientConnect in 2013.
 
 
2

 
 
Cash and Cash Flow from Operations:

As of December 31, 2014, cash, cash equivalents and short-term deposits, were $116.2 million, including $37.3 million of net proceeds from the issuance of long-term convertible debt. Perion currently satisfies all of the financial covenants associated with the bonds. Cash Flow from operations in 2014 was $72.0 million.

Financial Outlook for First Quarter of 2015:

As required by US GAAP, Perion will be reporting more of its revenue on a net revenue basis to reflect a shift in its business model both in search and mobile. This reporting requirement will lower expected revenues in the first quarter by approximately $7 - $10 million. It is also worth noting that adjusted EBITDA and Net Income will not be affected.

With that in mind, management today announced its financial outlook for the first quarter of 2015 as follows:

 
·
Revenue is expected to be in the range of $50 - $53 million.
 
·
Adjusted EBITDA is expected to be in the range of $13 - $15 million.
 
·
Non-GAAP Net Income is expected to be in the range of $9 - $11 million.

Conference Call

Perion will host a conference call to discuss the results today, February 25, 2015, at 10 a.m. ET. Details are as follows:

 
·
Conference ID:  7132630
 
·
Dial-in number from within the United States: 1-888-359-3627
 
·
Dial-in number from Israel: 1-809-245-906
 
·
Dial-in number (other international): 1-719-457-2664
 
·
Playback available until March 4, 2015 by calling 1-877-870-5176 (United States) or 1-858-384-5517 (international). Please use pin number 7132630 for the replay.
 
·
Live webcast accessible at http://www.perion.com/events/

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, Perion Codefuel, empowers digital businesses to optimize installs, analyze data and maximize revenue. Our app promotion platform, GrowMobile, enables developers to make wise decisions on where to spend advertising budgets to produce the highest yield and the most visibility. The Perion team brings decades of experience, operating and investing in digitally-enabled businesses, and we continue to innovate and create value for the app ecosystem. More information about Perion may be found at www.perion.com. Follow Perion on Twitter @perionnetwork.

Non-GAAP measures

Non-GAAP financial measures, as well as adjusted EBITDA, consist of GAAP financial measures adjusted to include the results of discontinued operations, and to exclude restructuring costs, acquisition related expenses, share-based compensation expenses, accretion of payment obligation related to acquisitions, amortization of acquired intangible assets and related taxes, impairment charges and related taxes, 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.  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.
 
 
3

 
 
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, 2013 and the report on Form 6-K filed with the SEC on September 23, 2014. Perion does not assume any obligation to update these forward-looking statements.
 
Contact Information:

Perion Network Ltd.
Deborah Margalit
+972-73-398-1600
[email protected]
 
Solebury Communications Group
Jamie Lillis
+1 (203) 428-3223
[email protected]

Source: Perion Network Ltd.
 
 
4

 
 
PERION NETWORK LTD. AND ITS SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME

U.S. dollars in thousands (except per share data)
 
   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2013
   
2014
   
2013
   
2014
 
   
Unaudited
   
Audited
   
Unaudited
 
Revenues:
                       
Search
  $ 71,113     $ 68,101     $ 277,275     $ 330,757  
Advertising and other
    13,016       9,987       48,233       57,974  
Total Revenues
    84,129       78,088       325,508       388,731  
                                 
Costs and Expenses:
                               
Cost of revenues
    1,686       7,327       6,104       27,817  
Customer acquisition costs
    53,628       29,027       185,355       174,575  
Research and development
    6,621       9,297       22,394       44,129  
Selling and marketing
    3,001       7,262       10,298       25,388  
General and administrative
    8,142       9,413       19,115       37,605  
Impairment and restructuring charges
    -       23,922       -       23,922  
Total Costs and Expenses
    73,078       86,248       243,266       333,436  
                                 
Income (loss) from Operations
    11,051       (8,160 )     82,242       55,295  
Financial income (expense), net
    768       (982 )     2,782       (2,888 )
                                 
Income (loss) before Taxes on Income
    11,819       (9,142 )     85,024       52,407  
Taxes on income
    55       1,257       (22,616 )     (9,581 )
                                 
Net Income (loss) from Continuing Operations
    11,874       (7,885 )     62,408       42,826  
Net loss from discontinued operations
    (5,483 )     -       (33,795 )     -  
                                 
Net Income (Loss)
  $ 6,391     $ (7,885 )   $ 28,613     $ 42,826  
                                 
Net Earnings (Loss) per Share - Basic:
                               
Continuing operations
  $ 0.22     $ (0.11 )   $ 1.16     $ 0.63  
Discontinued operations
  $ (0.10 )     -     $ (0.63 )     -  
                                 
Net Earnings (Loss) per Share – Diluted:
                               
Continuing operations
  $ 0.22     $ (0.13 )   $ 1.14     $ 0.58  
Discontinued operations
  $ (0.10 )     -     $ (0.63 )     -  
                                 
Number of shares – Basic:
                               
Continuing and discontinued operations
    53,917       69,160       53,911       68,213  
                                 
Number of shares – Diluted:
                               
Continuing operations
    54,843       73,430       54,955       70,327  
Discontinued operations
    53,917       -       53,911       -  
 
 
5

 
 
PERION NETWORK LTD. AND ITS SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands
 
   
December 31,
   
December 31,
 
   
2013
   
2014
 
   
Audited
   
Unaudited
 
ASSETS
           
             
Current Assets:
           
Cash and cash equivalents
  $ 949     $ 101,183  
Restricted cash
    -       696  
Short term bank deposit
    -       15,000  
Accounts receivable, net
    -       30,808  
Other current assets
    400       11,468  
Total Current Assets
    1,349       159,155  
Non-current Assets:
               
Property and equipment, net
    2,189       12,180  
Intangible assets, net
    -       16,890  
Goodwill
    27,520       164,092  
Other assets
    -       3,822  
                 
Total Assets
  $ 31,058     $ 356,139  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current Liabilities:
               
Accounts payable (includes $12,823 payable to Perion Network Ltd. at December 31, 2013)
  $ 13,358     $ 21,173  
Accrued expenses and other liabilities
    1,423       26,241  
Current maturities of long-term debt
    -       2,300  
Deferred revenues
    6,250       7,323  
Payment obligation related to acquisitions
    -       8,587  
Total Current Liabilities
    21,031       65,624  
Non-current Liabilities:
               
Long-term debt, net of current maturities
    -       1,950  
Long-term convertible debt
    -       35,752  
Long-term payment obligation related to acquisitions
    -       5,058  
Other long-term liabilities
    -       1,758  
Total Liabilities
    21,031       110,142  
                 
Shareholders' equity:
               
Ordinary shares
    147       189  
Additional paid-in capital
    9,880       202,982  
Retained earnings
    -       42,826  
Total Shareholders' Equity
    10,027       245,997  
                 
Total Liabilities and Shareholders' Equity
  $ 31,058     $ 356,139  
 
 
6

 
 
PERION NETWORK LTD. AND ITS SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands
 
   
Year ended December 31,
 
   
2013
   
2014
 
   
Audited
   
Unaudited
 
Operating activities:
           
Net income
  $ 28,613     $ 42,826  
Loss from discontinued operations, net
    (33,795 )     -  
Income from continuing operations
    62,408       42,826  
Adjustments required to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    2,110       21,413  
Impairment of intangible assets
    -       19,941  
Restructuring costs related to impairment of property and equipment
    -       632  
Stock based compensation expense
    10,405       15,145  
Acquisition related expenses paid by shareholders
    -       3,060  
Accrued interest, net
    1,170       655  
Deferred taxes, net
    -       (13,851 )
Accrued severance pay, net
    24       392  
Change in payment obligation related to acquisition
    -       1,780  
Fair value revaluation - convertible debt
    -       (2,566 )
Capital loss from sale of property and equipment
    -       121  
Net changes in operating assets and liabilities
    9,174       (17,506 )
Net cash provided by continuing operating activities
    85,291       72,042  
Net cash used in discontinued operating activities
    (23,939 )     -  
Net cash provided by operating activities
  $ 61,352     $ 72,042  
                 
Investing activities:
               
Purchases of property and equipment
  $ (1,916 )   $ (10,882 )
Proceeds from sale of property and equipment
    -       58  
Restricted cash, net
    -       (202 )
Investments in short-term deposits, net
    (75,957 )     (15,000 )
Cash used for acquisition
    -       (4,322 )
Cash acquired through acquisition
    -       23,364  
Net cash used in continuing investing activities
    (77,873 )     (6,984 )
Net cash provided by discontinued investing activities
    898       -  
Net cash used in investing activities
  $ (76,975 )   $ (6,984 )
                 
Financing activities:
               
Dividend upon consummation of spin-off
  $ (65,009 )     -  
Exercise of stock options
    850       1,584  
Contribution by shareholders
    -       585  
Deferred payment made in connection with acquisition
    -       (2,545 )
Proceeds from the issuance of convertible debt
    -       37,852  
Repayment of long-term debt
    -       (2,300 )
Net cash provided by (used in) continuing financing activities
  $ (64,159 )   $ 35,176  
                 
Net increase (decrease) in cash and cash equivalents
    (79,782 )     100,234  
Decrease in cash and cash equivalents - discontinued operations
    2,336       -  
Cash and cash equivalents at beginning of year
    78,395       949  
Cash and cash equivalents at end of year
  $ 949     $ 101,183  
 
 
7

 
PERION NETWORK LTD.
 
RECONCILIATION OF GAAP TO NON-GAAP RESULTS (UNAUDITED)

U.S. dollars and number of shares in thousands (except per share data)

   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2013
   
2014
   
2013
   
2014
 
                         
GAAP revenues
  $ 84,129     $ 78,088     $ 325,508     $ 388,731  
Revenues from discontinued operations
    1,468       -       3,016       -  
Valuation adjustment on acquired deferred product revenues
    -       595       -       5,500  
Non-GAAP revenues
  $ 85,597     $ 78,683     $ 328,524     $ 394,231  
                                 
GAAP costs and expenses
  $ 73,078     $ 86,248     $ 243,266     $ 333,436  
Acquisition related expenses
    (2,077 )     (809 )     (2,077 )     (5,238 )
Discontinued operations operating expenses
    7,613       -       36,349       -  
Share based compensation
    (4,010 )     (2,246 )     (13,220 )     (14,925 )
Amortization of acquired intangible assets
    -       (4,969 )     -       (18,739 )
Impairment charges
    -       (19,941 )     (2,177 )     (19,941 )
Restructuring costs
    -       (3,981 )     -       (3,981 )
Non-GAAP costs and expenses
  $ 74,604     $ 54,302     $ 262,141     $ 270,612  
                                 
GAAP net income (loss)
  $ 6,391     $ (7,885 )   $ 28,613     $ 42,826  
Valuation adjustment on acquired deferred product revenues
    -       595       -       5,500  
Acquisition related expenses
    2,077       809       2,077       5,238  
Share based compensation
    4,010       2,246       13,220       14,925  
Amortization of acquired intangible assets
    -       4,969       -       18,739  
Impairment charges
    -       19,941       2,177       19,941  
Restructuring costs
    -       3,981       -       3,981  
Fair value revaluation of convertible debt and related derivative
    -       (2,200 )     -       (2,784 )
Non-recurring tax expense (benefit)
    -       -       11,838       (2,320 )
Accretion of payment obligation related to acquisitions
    -       615       -       1,067  
Taxes related to amortization of acquired intangible assets and impairment charges
    -       (3,121 )     -       (5,524 )
Non-GAAP net income
  $ 12,478     $ 19,950     $ 57,925     $ 101,589  
                                 
Non-GAAP net income
  $ 12,478     $ 19,950     $ 57,925     $ 101,589  
Income tax (benefit) expense
    (55 )     1,864       10,778       17,425  
Financial (income) expense, net
    (768 )     2,567       (2,782 )     4,605  
Depreciation
    733       803       2,570       2,674  
Discontinued financial income, net
    -       -       (106 )     -  
Discontinued tax (benefit) expense
    (662 )     -       568       -  
Adjusted EBITDA
  $ 11,726     $ 25,184     $ 68,953     $ 126,293  
                                 
Non-GAAP diluted earnings per share
  $ 0.23     $ 0.27     $ 1.05     $ 1.44  
Shares used in computing non-GAAP diluted earnings per share
    54,843       73,741       54,955       70,327  
 
8


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