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 May 2021 (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 May 4, 2021, Perion Network Ltd. (the “Registrant” or “Perion”) issued a press release titled “Perion’s Strong and Sustained Momentum Continues, Reports 36% Year-over-Year Revenues Growth in the First Quarter of 2021.” 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 No. 333-254706) and Form S-8 (File Nos. 333-133968, 333-152010, 333-171781, 333-188714, 333-192376, 333-193145, 333-203641, 333-208278, 333-216494, 333-237196 and 333-249846).


Signature

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: May 4, 2021



Exhibit 99.1

 

Perion’s Strong and Sustained Momentum Continues, Reports 36% Year-over-Year Revenues
Growth in the First Quarter of 2021

Display and social advertising activity was main driver with 61% year-over-year revenues growth,
Company Increases Full-Year 2021 revenues guidance: midpoint represents 22% annual growth

Tel Aviv & New York – May 4, 2021 – Perion Network Ltd. (NASDAQ: PERI), a global advertising technology company that delivers holistic solutions across the three main pillars of digital advertising – ad search, social media and display / video / CTV advertising – announced today its financial results for the first quarter ended March 31, 2021.
 
First Quarter 2021 Highlights
 

CTV solution served as a key factor for new customer acquisition and primary contributor to 11% increase in average deal size;
 

Average daily searches increased 45% year-over-year from 12.2 million in the first quarter of 2020 to a record 17.7 million this quarter;
 

Perion’s Actionable Performance Monitoring (APM) SaaS system for social advertisement has already been chosen by 7 new customers since launched in January 2021;
 

Net cash was $128.0 million compared to $52.0 million on December 31, 2020; and
 

Outstanding debt was fully repaid during the first quarter of 2021.
 
First Quarter 2021 Results Summary*
 
(In millions, except per share data)

 
 
Three months ended
 
 
 
March 31,
 
 
 
2021
   
2020
   
%
 
Display and Social Advertising revenues
 
$
38.1
   
$
23.7
     
+61
%
Search Advertising and other revenues
 
$
51.7
   
$
42.3
     
+22
%
Total Revenues
 
$
89.8
   
$
66.1
     
+36
%
GAAP Net Income
 
$
3.3
   
$
1.3
     
+148
%
Non-GAAP Net Income
 
$
7.0
   
$
5.0
     
+41
%
Adjusted EBITDA
 
$
8.8
   
$
6.2
     
+41
%
Net cash provided by operating activities
 
$
13.5
   
$
2.5
     
+440
%
GAAP Diluted Earnings Per Share
 
$
0.09
   
$
0.05
     
+80
%
Non-GAAP Diluted Earnings Per Share
 
$
0.19
   
$
0.17
     
+12
%

* Reconciliation of GAAP to Non-GAAP measures follows.

Doron Gerstel, Perion’s CEO, commented, “Our diversified cross-channel offering and our unique capability to generate revenues from both the demand and supply sides of the open internet, were key factors to the accelerating revenues growth which began in 2020. Our strong momentum continued in the first quarter as we achieved a 36% increase in consolidated revenues, with Display and Social Advertising revenues increasing 61% year-over-year.  Importantly, we achieved this while maintaining our strong profitability metrics and positive cash generation.”

Mr. Gerstel added “With continued momentum and strong adoption of our technology, we are raising our full-year revenues outlook to $400 million at the mid-point, representing second consecutive year with annual growth of more than 20%. We are also reaffirming our strategy to deliver substantial value to our stakeholders and achieving our 2023 goal of $500 million in annual revenues sooner than originally anticipated.”
 


Financial Comparison for the First Quarter of 2021

Revenues: Revenues increased by 36% (or 26% on a pro forma basis), from $66.1 million in the first quarter of 2020 to $89.8 million in the first quarter of 2021. This increase was primarily attributable to a 61% (or 32% on a pro forma basis), increase in Display and Social Advertising revenues, mainly from the CTV solution which served as a key driver to 11% higher average deal size, as well as accelerated growth in revenues from our Content Monetization solution which has been adopted by 3 new publishers during the first quarter of 2021. Search Advertising and other revenues increased by 22%, primarily due to a record 17.7 million of average daily monetizable search queries we delivered to Microsoft Bing compared to 12.2 million in the first quarter of 2020 and increased number of new publishers.
 
Customer Acquisition Costs (“CAC”): CAC in the first quarter of 2021 were $54.9 million, or 61% of revenues, compared to $36.1 million, or 55% of revenues, in the first quarter of 2020. The increase as a percentage of revenues is primarily due to the acquisition of Pub Ocean and product mix.
 
Net Income: On a GAAP basis, net income increased by 148% from $1.3 million in the first quarter of 2020 to $3.3 million in the first quarter of 2021.
 
Non-GAAP Net Income: In the first quarter of 2021, non-GAAP net income was $7.0 million, or 8% of revenues, compared to the $5.0 million, or 8% of revenues in the first quarter of 2020. A reconciliation of GAAP to non-GAAP net income is included in this press release.

Adjusted EBITDA: In the first quarter of 2021, Adjusted EBITDA was $8.8 million, or 10% of revenues, compared to $6.2 million, or 9% of revenues, in the first quarter of 2020. A reconciliation of GAAP Net Income to Adjusted EBITDA is included in this press release.

Cash and Cash Flow from Operations: As of March 31, 2021, cash and cash equivalents and short-term bank deposits were $128.0 million. Cash provided from operations in the first quarter of 2021 was $13.5 million, compared to $2.5 million in the first quarter of 2020. During the first quarter of 2021, Perion raised $61 million through a follow-on public offering.

Short-Term Debt, Long-term Debt and Convertible Debt: As of March 31, 2021, Perion has fully repaid all outstanding debt.

Outlook

Based on the strong first quarter and management’s outlook for the remainder of the year, Perion increases its full-year guidance. In 2021, management expects to generate revenues of $390 million to $410 million and Adjusted EBITDA of $39 million to $41 million, versus prior guidance of $370 million to $380 million and $37 million to $38 million, respectively.

Conference Call

Perion will host a conference call to discuss the results today, Tuesday, May 4, 2021 at 8:30 a.m. ET. Details are as follows:


Conference ID: 1398309

Dial-in number from within the United States: 1-800-289-0438

Dial-in number from Israel: 1809 212 883

Dial-in number (other international): 1-323-794-2423

Playback available until May 11, 2021 by calling 1-844-512-2921 (United States) or 1-412-317-6671 (international). Please use PIN code 1398309 for the replay.

Link to the live and archived webcast accessible at https://www.perion.com/investors/

2

About Perion Network Ltd.
Perion is a global technology company that delivers holistic strategic business solutions that enable brands and advertisers to efficiently “Capture and Convince” users across multiple platforms and channels, including interactive connected television – or iCTV. Perion achieves this through its Synchronized Digital Branding capabilities, which are focused on high impact creative; content monetization; its branded search network, in partnership with Microsoft Bing; and social media management that orchestrates and optimizes paid advertising. This diversification positions Perion for growth as budgets shift across categories.

Non-GAAP measures
Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude share-based compensation expenses, retention and acquisition related expenses, revaluation of acquisition related contingent consideration, impairment of goodwill, amortization and impairment of acquired intangible assets and the related taxes thereon, non-recurring expenses, foreign exchange gains (losses) associated with ASC-842, as well as certain accounting entries under the business combination accounting rules that require us to recognize a legal performance obligation related to revenues arrangements of an acquired entity based on its fair value at the date of acquisition. 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 revenues 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 Perion with the Securities and Exchange Commission from time to time, including its annual report on Form 20-F for the year ended December 31, 2020 filed with the SEC on March 25, 2021. Perion does not assume any obligation to update these forward-looking statements.

Contact Information:
Perion Network Ltd.
Rami Rozen, VP of Investor Relations
+972 (52) 5694441
ramir@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
 
   
March 31,
 
   
2021
   
2020
 
   
(Unaudited)
   
(Unaudited)
 
             
Revenues:
           
Display and Social Advertising
 
$
38,137
   
$
23,733
 
Search Advertising and other
   
51,680
     
42,320
 
Total Revenues
   
89,817
     
66,053
 
                 
Costs and Expenses:
               
Cost of revenues
   
5,436
     
5,766
 
Customer acquisition costs and media buy
   
54,860
     
36,138
 
Research and development
   
8,545
     
7,207
 
Selling and marketing
   
10,605
     
9,701
 
General and administrative
   
4,131
     
3,939
 
Depreciation and amortization
   
2,377
     
2,302
 
Total Costs and Expenses
   
85,954
     
65,053
 
                 
Income from Operations
   
3,863
     
1,000
 
Financial income, net
   
193
     
8
 
Income before Taxes on income
   
4,056
     
1,008
 
Taxes on income (benefit)
   
750
     
(326
)
Net Income
 
$
3,306
   
$
1,334
 
                 
Net Earnings per Share
               
Basic
 
$
0.10
   
$
0.05
 
Diluted
 
$
0.09
   
$
0.05
 
                 
Weighted average number of shares
               
Basic
   
32,147,176
     
26,287,515
 
Diluted
   
35,820,634
     
28,212,685
 
 
4

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands

 
 
March 31,
   
December 31,
 
 
 
2021
   
2020
 
 
 
(Unaudited)
   
(Audited)
 
ASSETS
           
Current Assets:
           
Cash and cash equivalents
 
$
71,999
   
$
47,656
 
Restricted cash
   
1,222
     
1,222
 
Short-term bank deposits
   
56,000
     
12,700
 
Accounts receivable, net
   
55,644
     
81,221
 
Prepaid expenses and other current assets
   
5,906
     
4,560
 
Total Current Assets
   
190,771
     
147,359
 
 
               
Long-Term Assets:
               
Property and equipment, net
   
5,873
     
6,770
 
Operating lease right-of-use assets
   
18,907
     
20,266
 
Goodwill and intangible assets, net
   
175,337
     
176,679
 
Deferred taxes
   
6,840
     
7,111
 
Other assets
   
461
     
496
 
Total Long-Term Assets
   
207,418
     
211,322
 
Total Assets
 
$
398,189
   
$
358,681
 
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current Liabilities:
               
Accounts payable
 
$
60,684
   
$
72,498
 
Accrued expenses and other liabilities
   
16,600
     
21,188
 
Short-term operating lease liability
   
4,358
     
4,514
 
Short-term loans and current maturities of long-term loans
   
-
     
8,333
 
Deferred revenues
   
5,125
     
5,711
 
Short-term payment obligation related to acquisitions
   
30,986
     
7,869
 
Total Current Liabilities
   
117,753
     
120,113
 
 
               
Long-Term Liabilities:
               
Payment obligation related to acquisition
   
6,810
     
30,035
 
Long-term operating lease liability
   
16,245
     
17,698
 
Other long-term liabilities
   
6,729
     
6,713
 
Total Long-Term Liabilities
   
29,784
     
54,446
 
Total Liabilities
   
147,537
     
174,559
 
 
               
Shareholders' equity:
               
Ordinary shares
   
282
     
224
 
Additional paid-in capital
   
315,291
     
251,933
 
Treasury shares at cost
   
(1,002
)
   
(1,002
)
Accumulated other comprehensive gain
   
(80
)
   
112
 
Accumulated deficit
   
(63,839
)
   
(67,145
)
Total Shareholders' Equity
   
250,652
     
184,122
 
Total Liabilities and Shareholders' Equity
 
$
398,189
   
$
358,681
 
 
5

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
 
 
 
Three months ended
 
 
 
March 31,
 
 
 
2021
   
2020
 
 
 
(Unaudited)
   
(Unaudited)
 
 
           
Cash flows from operating activities:
           
Net Income
 
$
3,306
   
$
1,334
 
Adjustments required to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
2,377
     
2,302
 
Stock based compensation expense
   
755
     
1,100
 
Foreign currency translation
   
(120
)
   
(29
)
Accrued interest, net
   
(75
)
   
-
 
Deferred taxes, net
   
236
     
(315
)
Accrued severance pay, net
   
109
     
25
 
Net changes in operating assets and liabilities
   
6,883
     
(1,921
)
Net cash provided by operating activities
 
$
13,471
   
$
2,496
 
 
               
Cash flows from investing activities:
               
Purchases of property and equipment
   
(144
)
   
(71
)
Short-term deposits, net
   
(43,300
)
   
15,486
 
Cash paid in connection with acquisitions, net of cash acquired
   
-
     
(15,100
)
Obligation in connection with acquisitions
   
-
     
5,777
 
Net cash provided by (used in) investing activities
 
$
(43,444
)
 
$
6,092
 
 
               
Cash flows from financing activities:
               
Issuance of shares in private placement, net
   
60,960
     
-
 
Exercise of stock options and restricted share units
   
1,701
     
1,557
 
Repayment of short-term loans
   
(8,333
)
   
(2,083
)
Net cash provided by (used in) financing activities
 
$
54,328
   
$
(526
)
 
               
Effect of exchange rate changes on cash and cash equivalents and restricted cash
   
(12
)
   
(73
)
Net increase in cash and cash equivalents and restricted cash
   
24,343
     
7,989
 
Cash and cash equivalents and restricted cash at beginning of period
   
48,878
     
39,605
 
Cash and cash equivalents and restricted cash at end of period
 
$
73,221
   
$
47,594
 

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
 
   
March 31,
 
   
2021
   
2020
 
   
(Unaudited)
 
             
GAAP Net Income
 
$
3,306
   
$
1,334
 
Share based compensation
   
755
     
1,100
 
Amortization of acquired intangible assets
   
1,342
     
1,065
 
Retention and other related to M&A related expenses
   
1,788
     
1,836
 
Foreign exchange income associated with ASC-842
   
(318
)
   
(280
)
Revaluation of acquisition related contingent consideration
   
169
     
-
 
Taxes on the above items
   
(51
)
   
(90
)
Non-GAAP Net Income
 
$
6,991
   
$
4,965
 
                 
                 
Non-GAAP Net Income
 
$
6,991
   
$
4,965
 
Taxes on income
   
801
     
(236
)
Financial expense, net
   
(44
)
   
272
 
Depreciation
   
1,035
     
1,237
 
Adjusted EBITDA
 
$
8,783
   
$
6,238
 
Non-GAAP diluted earnings per share
 
$
0.19
   
$
0.17
 
                 
Shares used in computing non-GAAP diluted earnings per share
   
36,122,783
     
28,749,160
 

7