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 2016 (Report No. 1)

Commission File Number: 000-51694

(Translation of registrant's name into English)

1 Azrieli Center, Building A, 4th Floor

(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 Nos. 333-208785 and 333-195794) and Form S-8 (Registration Nos. 333-208278, 333-203641, 333-193145, 333-192376, 333-188714, 333-171781, 333-152010 and 333-133968).

 

Exhibit 1:

Press Release: Perion reports Q2 2016 GAAP Revenues of $78.0 Million, Fourth consecutive sequential quarter of growth, dated August 3, 2016.

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Perion Network Ltd.
	By:	/s/ Limor Gershoni Levy
		Name: Limor Gershoni Levy
		Title: Corporate Secretary & General Counsel

Date: August 3, 2016

Exhibit Index

Exhibit 1:

Press Release: Perion reports Q2 2016 GAAP Revenues of $78.0 Million, Fourth consecutive sequential quarter of growth, dated August 3, 2016.

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PERION REPORTS Q2 2016 GAAP REVENUES OF $78.0 MILLION, FOURTH CONSECUTIVE

SEQUENTIAL QUARTER OF GROWTH

Non-GAAP Revenue and Adjusted EBITDA exceed Guidance

Tel Aviv & New York – August 3, 2016 – Perion Network Ltd. (NASDAQ: PERI), announced today its financial results for the second quarter and six months ended June 30, 2016.

Second Quarter 2016 Financial Highlights*

(In thousands, except per share data)

* Reconciliation of GAAP to Non-GAAP measures follows.

 

 

Financial Comparison for the Second Quarter of 2016:

 

Revenues: In accordance with recent regulatory requirements, Perion will highlight GAAP results over non-GAAP results. As such, and being that the difference between GAAP and Non-GAAP revenues is small and they trend in a similar fashion, we will only analyze GAAP revenues, from this quarter onward. The 61% year over year increase in revenues is primarily due to the addition of the Undertone business since Q4 2015.  Search-generated revenues have been stable for six consecutive quarters.

 

Customer Acquisition and Media Buy Costs (“CAC”): CAC in the second quarter of 2016 were $34.8 million, or 44% of revenues, as compared to $19.4 million, or 40% of revenues in the second quarter of 2015. The increase in these costs as a percentage of revenues was primarily due to the current search rev-share model, replacing the search revenues that were without expense in 2015 and have substantially churned out since then. The nominal increase was also due to the media costs associated with the Undertone revenues included this past quarter.

 

Net Income: On a GAAP basis net Income in the second quarter of 2016, was $0.6 million, as compared to $8.2 million in the second quarter of 2015.  This decrease, as well as the substantial difference between Adjusted EBITDA and Net Income, was primarily due to the $4.1 million increase in depreciation and amortization expenses, and a $2.0 million increase in finance expenses.

Non-GAAP Net Income: In the second quarter of 2016, Non-GAAP net Income was $6.8 million, or 9% of revenues, compared to $10.2 million, or 21% of revenues, in the second quarter of 2015.

Adjusted EBITDA: In the second quarter of 2016, adjusted EBITDA was $10.8 million, or 14% of revenues, compared to $13.8 million, or 28% of revenues, in the second quarter of 2015. Last year’s EBITDA, and consequently Net Income benefitted from the high level of expense-free remnant search revenues.

Perion currently satisfies all of the financial covenants associated with its debt.

Financial Outlook for the Third Quarter of 2016:

Management today announced its financial outlook for the third quarter of 2016 as follows:

 

·

GAAP Revenue is expected to be in the range of $78 - $81 million.

·

Adjusted EBITDA is expected to be in the range of $12 - $13 million.

·

Adjusted EBITDA as a percentage of revenues for the year is now expected to be 14%.

Conference Call:

Perion will host a conference call to discuss the results today, August 3, 2016, at 10 a.m. ET. Details are as follows:

 

·

Conference ID: 4675013

·

Dial-in number from within the United States: 1-888-572-7033

·

Dial-in number from Israel: 1-809-245-906

·

Dial-in number (other international): 1-719-325-2215

·

Playback available until August 10, 2016 by calling 1-877-870-5176 (United States) or 1-858-384-5517 (international). Please use PIN code 4675013 for the replay.

·

Link to the live webcast accessible at http://www.perion.com/ir-events

About Perion Network Ltd.

 

 

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 discontinue operations, accretion of acquisition related contingent consideration, amortization 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. Following the acquisition of Undertone, non-GAAP revenues were adjusted to reflect how management analyzes revenues from the sale of standard ad formats, net of associated media buy costs. Additionally, in September 2014, the Company issued convertible bonds denominated in New Israeli Shekels and at the same time entered into a derivative arrangement (SWAP) that economically exchanges the convertible bonds as if they were denominated in US dollars, when the bond was issued. The Company excludes from its GAAP financial measures the fair value revaluations of both, the convertible bonds and the related derivative instrument, and by doing so, the non-GAAP measures reflect the Company’s results as if the convertible bonds were originally issued and denominated in US dollars, which is the Company’s functional currency.  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, 2015 filed with the SEC on March 24, 2016. Perion does not assume any obligation to update these forward-looking statements.

 

Contact Information:

Perion Network Ltd.

Investor relations

Neta Fishman

+972 (73) 398-1000

 

 

 

 

 

 

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