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Form 6-K Perion Network Ltd. For: Aug 03

August 3, 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 August 2015 (Report No. 1)

Commission File Number: 000-51694

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

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

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   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



Contents

This Report on Form 6-K of the registrant consists of the following document, which is attached hereto and incorporated by reference herein and the GAAP financial statements contained in such document are incorporated by reference into the registrant's Registration Statements on Form F-3 (Registration No. 333-195794) and Form S-8 (Registration Nos. 333-203641, 333-193145, 333-192376, 333-188714, 333-171781, 333-152010 and 333-133968).
 
Exhibit 1: Press Release: Perion reports second quarter 2015 results - Revenue $48.6 Million, adjusted EBITDA $13.1 Million, dated August 3.



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: August 3, 2015


Exhibit Index

Exhibit 1: Press Release: Perion reports second quarter 2015 results - Revenue $48.6 Million, adjusted EBITDA $13.1 Million, dated August 3.



Exhibit 1
 

PERION REPORTS SECOND QUARTER 2015 RESULTS
REVENUE $48.6 MILLION, ADJUSTED EBITDA $13.1 MILLION

Tel Aviv & San Francisco – August 3, 2015 – Perion Network Ltd. (NASDAQ: PERI), announced today its financial results for the second quarter and six months of 2015.

Financial Highlights*
(in thousands, except for per share data)

   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2014
   
2015
   
2014
   
2015
 
GAAP Revenues
 
$
109,535
   
$
48,569
   
$
224,358
   
$
100,706
 
Adjusted EBITDA
 
$
33,602
   
$
13,136
   
$
67,164
   
$
32,729
 
Non-GAAP Net Income
 
$
27,394
   
$
9,477
   
$
54,992
   
$
23,889
 
Non-GAAP Diluted Earnings Per Share
 
$
0.39
   
$
0.13
   
$
0.80
   
$
0.34
 
GAAP Net Income
 
$
17,687
   
$
8,215
   
$
31,503
   
$
18,954
 
GAAP Diluted Earnings Per Share
 
$
0.25
   
$
0.12
   
$
0.46
   
$
0.27
 
GAAP Cash Flow provided by Operations
 
$
8,046
   
$
9,815
   
$
21,910
   
$
19,964
 
 
* Reconciliation of GAAP to Non-GAAP measures can be found on page 8.
 

Josef Mandelbaum, Perion’s CEO commented, “I am very pleased with our second quarter financial results, as we exceeded our guidance on Revenues, Adjusted EBITDA, and non-GAAP Net Income. More importantly, as previously forecasted, our supply side monetization business has stabilized, and we expect our third quarter revenues to be consistent with second quarter levels, before returning to growth in the fourth quarter.”

“On the demand side, Growmobile now enables mobile marketers to easily manage their advertising spend, increase conversions and reduce churn, using a single, streamlined platform, either on a self-serve or fully managed basis” continued Mr. Mandelbaum. “We ended the quarter with 165 active advertisers and approximately $35 million of managed ad spend, representing 15% sequential growth.”



Financial Comparison for the Second Quarter of 2015:

Revenues: In the second quarter of 2015, revenues were $48.6 million, reflecting gross revenues of $52.5 million reduced by $3.9 million of customer acquisition costs netted from top-line revenues. The decrease from revenues of $109.5 million in the second quarter of 2014 is primarily a result of the significantly reduced customer acquisition costs.

Non-GAAP Costs and Expenses: Excluding CAC, Non-GAAP costs and expenses in the second quarter of 2015 were $16.7 million, or 34% of revenues, compared to $22.1 million, or 20% of revenues, in the second quarter of 2014. Non-GAAP costs and expenses in the second quarter of 2015 excluded a gain from the reversal of acquisition related contingent consideration of $6.6 million, as well as $4.2 million impairment of acquired intangible assets, $1.6 million amortization of acquired intangible assets, $1.8 million of share based compensation expenses and $0.1 million of acquisition related expenses, all of which were included in the GAAP numbers. In the second quarter of 2014, non-GAAP costs and expenses excluded $4.5 million amortization of acquired intangible assets, $3.9 million of share based compensation expenses and $0.5 million of acquisition related expenses.

Adjusted EBITDA: In the second quarter of 2015, adjusted EBITDA was $13.1 million, or 27% of revenues, compared to $33.6 million, or 31% of revenues, in the second quarter of 2014.

Non-GAAP Net Income: In the second quarter of 2015, Non-GAAP net income was $9.5 million, or 20% of revenues, compared to $27.4 million, or 25% of revenues, in the second quarter of 2014.

Financial Comparison for the Six Months Ended June 30, 2015:

Revenues: In the first half of 2015, revenues were $100.7 million, reflecting gross revenues of $113.4 million reduced by $12.7 million of customer acquisition costs netted from top-line revenues. The decrease from revenues of $224.4 million in the first half of 2014 is primarily a result of the significantly reduced customer acquisition costs.

Non-GAAP Costs and Expenses: Excluding CAC, Non-GAAP costs and expenses in the first half of 2015 were $34.3 million, or 34% of revenues, compared to $46.7 million, or 21% of revenues, in the first half of 2014. Non-GAAP costs and expenses in the first half of 2015 excluded a gain from the reversal of acquisition related contingent consideration of $6.6 million, as well as $4.2 million impairment of acquired intangible assets, $3.1 million amortization of acquired intangible assets, $3.3 million of share based compensation expenses and $0.7 million of acquisition related expenses, all of which were included in the GAAP numbers. In the first half of 2014, non-GAAP costs and expenses excluded $9.0 million amortization of acquired intangible assets, $8.3 million of share based compensation expenses and $3.4 million of acquisition related expenses.

Adjusted EBITDA: In the first half of 2015, adjusted EBITDA was $32.7 million, or 32% of revenues, compared to $67.2 million, or 30% of revenues, in the first half of 2014.

Non-GAAP Net Income: In the first half of 2015, Non-GAAP net income was $23.9 million, or 24% of revenues, compared to $55.0 million, or 25% of revenues, in the first half of 2014.

Cash and Cash Flow from Operations: As of June 30, 2015, cash, cash equivalents and short-term deposits, were $127.9 million, increasing $7.9 million in the second quarter of 2015. Perion currently satisfies all of the financial covenants associated with its convertible bonds. Cash flow from operations in the first half of 2015 was $20.0 million.

2


Financial Outlook for the Third Quarter of 2015:

Management today announced its financial outlook for the third quarter of 2015 as follows:

· Revenue is expected to be in the range of $45 - $48 million.
· Adjusted EBITDA is expected to be in the range of $7 - $9 million.
· Non-GAAP Net Income is expected to be in the range of $5 - $6 million.
 
Conference Call:

Perion will host a conference call to discuss the results today, August 3, 2015, at 10 a.m. ET. Details are as follows:

· Conference ID: 1602293
· Dial-in number from within the United States: 1-888-312-3048
· Dial-in number from Israel: 1-809-245-906
· Dial-in number (other international): 1-719-325-2329
· Playback available until August 10, 2015 by calling 1-877-870-5176 (United States) or
1-858-384-5517 (international). Please use pin number 1602293 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 mobile marketing unit, Growmobile, enables app marketers to advertise across the industry’s top-performing traffic sources, including Facebook, Twitter (by MMR) and Google, and  increase user spend, reduce churn and improve retention through CRM engagement campaigns. The Perion team brings decades of experience, operating and investing in digitally-enabled businesses, and we continue to innovate and create value for the app ecosystem. More information about Perion may be found at www.perion.com. Follow Perion on Twitter @perionnetwork.

Non-GAAP measures

Non-GAAP financial measures, as well as adjusted EBITDA, consist of GAAP financial measures adjusted to exclude acquisition related expenses, share-based compensation expenses, accretion and gain from the reversal of acquisition related contingent consideration, impairment and amortization of acquired intangible assets and related taxes, as well as certain accounting entries under the business combination accounting rules that require us to recognize a legal performance obligation related to revenue arrangements of an acquired entity based on its fair value at the date of acquisition. Additionally, in September 2014, the Company issued convertible bonds denominated in New Israeli Shekels and at the same time entered into a derivative arrangement (SWAP) that economically exchanges the convertible bonds as if they were denominated in US dollars. The Company excludes from its GAAP financial measures the fair value revaluations of both, the convertible bonds and the related derivative instrument, and by doing so, the non-GAAP measures reflect the Company’s results as if the convertible bonds were originally issued and denominated in US dollars, which is the Company’s functional currency.

The purpose of such adjustments is to give an indication of our performance exclusive of non-cash charges and other items that are considered by management to be outside of our core operating results. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Furthermore, the non-GAAP measures are regularly used internally to understand, manage and evaluate our business and make operating decisions, and we believe that they are useful to investors as a consistent and comparable measure of the ongoing performance of our business. However, our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies. A reconciliation between results on a GAAP and non-GAAP basis is provided on page 8.

3

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.
Deborah Margalit
+972 (73) 398-1000
 
Solebury Communications Group
Jamie Lillis
+1 (203) 428-3223

Source: Perion Network Ltd.
4


PERION NETWORK LTD. AND ITS SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
In thousands (except per share data)
   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2014
   
2015
   
2014
   
2015
 
                 
Revenues:
               
Search
 
$
92,648
   
$
40,803
   
$
189,346
   
$
83,712
 
Advertising and other
   
16,887
     
7,766
     
35,012
     
16,994
 
Total Revenues
   
109,535
     
48,569
     
224,358
     
100,706
 
                                 
Costs and Expenses:
                               
Cost of revenues 
   
6,570
     
2,744
     
12,963
     
5,626
 
Customer acquisition costs
   
55,960
     
19,480
     
115,542
     
35,143
 
Research and development
   
11,177
     
5,819
     
23,959
     
13,139
 
Selling and marketing
   
4,685
     
5,803
     
10,509
     
11,737
 
General and administrative
   
8,544
     
5,858
     
19,955
     
10,924
 
Gain on reversal of contingent consideration net of impairment
   
-
     
(2,397
)
   
-
     
(2,397
)
Total Costs and Expenses
   
86,936
     
37,307
     
182,928
     
74,172
 
                                 
Income from Operations
   
22,599
     
11,262
     
41,430
     
26,534
 
Financial expense, net
   
474
     
344
     
867
     
1,058
 
                                 
Income before Taxes on Income
   
22,125
     
10,918
     
40,563
     
25,476
 
Taxes on income
   
4,438
     
2,703
     
9,060
     
6,522
 
                                 
Net Income
 
$
17,687
   
$
8,215
   
$
31,503
   
$
18,954
 
                                 
Net Earnings per Share:
                               
Basic
 
$
0.26
   
$
0.12
   
$
0.47
   
$
0.27
 
Diluted
 
$
0.25
   
$
0.12
   
$
0.46
   
$
0.27
 
                                 
Weighted average number of shares:
                               
Basic
   
67,475
     
70,960
     
67,326
     
70,623
 
Diluted
   
69,853
     
71,120
     
69,040
     
70,764
 

5


PERION NETWORK LTD. AND ITS SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands
    
December 31,
   
June 30,
 
   
2014
   
2015
 
       
Unaudited
 
ASSETS
       
         
Current Assets:
       
Cash and cash equivalents
 
$
101,183
   
$
72,242
 
Short term bank deposit
   
15,000
     
55,656
 
Accounts receivable, net
   
30,808
     
19,323
 
Derivative asset in respect of Convertible Debt
   
141
     
1,617
 
Prepaid expenses and other current assets
   
12,023
     
12,508
 
Total Current Assets
   
159,155
     
161,346
 
                 
Property and equipment, net
   
12,180
     
12,240
 
Goodwill and intangible assets, net
   
180,982
     
184,806
 
Other assets
   
3,822
     
3,381
 
                 
Total Assets
 
$
356,139
   
$
361,773
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
                 
Current Liabilities:
               
Accounts payable
 
$
21,173
   
$
15,079
 
Accrued expenses and other liabilities
   
26,241
     
15,148
 
Current maturities of long-term loans and convertible debt
   
2,300
     
9,697
 
Deferred revenues
   
7,323
     
7,653
 
Payment obligation related to acquisitions
   
8,587
     
7,646
 
Total Current Liabilities
   
65,624
     
55,223
 
Long-Term Liabilities:
               
Convertible debt
   
35,752
     
29,589
 
Payment obligation related to acquisition
   
5,058
     
-
 
Other long-term liabilities
   
3,708
     
3,605
 
Total Liabilities
   
110,142
     
88,417
 
                 
Shareholders' equity:
               
Ordinary shares
   
189
     
194
 
Additional paid-in capital
   
203,984
     
211,955
 
Treasury shares at cost
   
(1,002
)
   
(1,002
)
Accumulated other comprehensive income
   
-
     
429
 
Retained earnings
   
42,826
     
61,780
 
Total Shareholders' Equity
   
245,997
     
273,356
 
                 
Total Liabilities and Shareholders' Equity
 
$
356,139
   
$
361,773
 
                 

6


PERION NETWORK LTD. AND ITS SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
In thousands
   
Six months ended June 30,
 
   
2014
   
2015
 
Operating activities:
       
Net income
 
$
31,503
   
$
18,954
 
Adjustments required to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
10,193
     
4,583
 
Impairment of intangible assets
   
-
     
4,167
 
Stock based compensation expense
   
8,309
     
3,307
 
Issuance of ordinary shares related to acquisition
   
-
     
63
 
Acquisition related expenses paid by shareholders
   
3,060
     
-
 
Accrued interest, net
   
11
     
(71
)
Deferred taxes, net
   
(2,369
)
   
941
 
Change in payment obligation related to acquisition
   
452
     
(5,577
)
Fair value revaluation - convertible debt
   
-
     
1,780
 
Capital loss
   
-
     
22
 
Net changes in operating assets and liabilities
   
(29,249
)
   
(8,205
)
Net cash provided by operating activities
 
$
21,910
   
$
19,964
 
Investing activities:
               
Purchases of property and equipment
 
$
(3,113
)
 
$
(1,387
)
Purchase of property and equipment on behalf of landlord
   
(4,515
)
   
-
 
Capitalization of development costs
   
-
     
(1,228
)
Change in restricted cash, net
   
(1,073
)
   
50
 
Investments in short-term deposits, net
   
-
     
(40,656
)
Cash paid for acquisition, net of cash acquired
   
-
     
(4,533
)
Cash acquired through the acquisition of Perion Network Ltd.
   
23,364
     
-
 
Net cash provided by (used in) investing activities
 
$
14,663
   
$
(47,754
)
Financing activities:
               
Exercise of stock options and restricted share units
   
1,139
     
14
 
Contribution by shareholders
   
585
     
-
 
Payment made in connection with acquisition
   
(2,545
)
   
-
 
Repayment of long-term loans
   
(1,150
)
   
(1,150
)
Net cash used in financing activities
 
$
(1,971
)
 
$
(1,136
)
Effect of exchange rate changes on cash and cash equivalents
   
-
     
(15
)
Net increase (decrease) in cash and cash equivalents
   
34,602
     
(28,941
)
Cash and cash equivalents at beginning of period
   
949
     
101,183
 
Cash and cash equivalents at end of period
 
$
35,551
   
$
72,242
 
                 
 Supplemental disclosure of non-cash investing and financing activities :
               
Issuance of shares in connection with acquisitions
   
165,795
     
4,378
 
Purchase of property and equipment on credit
   
-
     
(1,196
)
Stock-based compensation that was capitalized as part of the capitalization of development costs
   
-
     
(34
)

7


PERION NETWORK LTD. AND ITS SUBSIDIARIES
 
RECONCILIATION OF GAAP TO NON-GAAP RESULTS (UNAUDITED)
In thousands (except per share data)
         
   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2014
   
2015
   
2014
   
2015
 
                 
GAAP costs and expenses
 
$
86,936
   
$
37,307
   
$
182,928
   
$
74,172
 
Acquisition related expenses
   
(471
)
   
(146
)
   
(3,419
)
   
(702
)
Share based compensation
   
(3,873
)
   
(1,842
)
   
(8,309
)
   
(3,307
)
Amortization of acquired intangible assets
   
(4,501
)
   
(1,577
)
   
(9,001
)
   
(3,126
)
Impairment of acquired intangible assets
   
-
     
(4,167
)
   
-
     
(4,167
)
Gain on reversal of contingent consideration
   
-
     
6,564
     
-
     
6,564
 
Non-GAAP costs and expenses
 
$
78,091
   
$
36,139
   
$
162,199
   
$
69,434
 
                                 
GAAP net income
 
$
17,687
   
$
8,215
   
$
31,503
   
$
18,954
 
Valuation adjustment on acquired deferred product revenues
   
1,521
     
-
     
3,813
     
-
 
Acquisition related expenses
   
471
     
146
     
3,419
     
702
 
Share based compensation
   
3,873
     
1,842
     
8,309
     
3,307
 
Amortization of acquired intangible assets
   
4,501
     
1,577
     
9,001
     
3,126
 
Impairment of acquired intangible assets
   
-
     
4,167
     
-
     
4,167
 
Gain on reversal of contingent consideration
   
-
     
(6,564
)
   
-
     
(6,564
)
Fair value revaluation of convertible debt and related derivative
   
-
     
214
     
-
     
108
 
Accretion of payment obligation related to acquisition
   
184
     
-
     
452
     
357
 
Taxes related to amortization of acquired intangible assets
   
(843
)
   
(120
)
   
(1,505
)
   
(268
)
Non-GAAP net income
 
$
27,394
   
$
9,477
   
$
54,992
   
$
23,889
 
                                 
Non-GAAP net income
 
$
27,394
   
$
9,477
   
$
54,992
   
$
23,889
 
Tax expense
   
5,281
     
2,823
     
10,565
     
6,790
 
Financial expense, net
   
290
     
130
     
415
     
593
 
Depreciation
   
637
     
706
     
1,192
     
1,457
 
Adjusted EBITDA
 
$
33,602
   
$
13,136
   
$
67,164
   
$
32,729
 
                                 
Non-GAAP diluted earnings per share
 
$
0.39
   
$
0.13
   
$
0.80
   
$
0.34
 
                                 
Shares used in computing non-GAAP diluted earnings per share
   
69,853
     
71,120
     
69,040
     
70,764
 
 
8


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