TEL AVIV, Israel and NEW YORK, March 15, 2016 /PRNewswire/ -- Perion Network Ltd. (NASDAQ: PERI), announced today its financial results for the fourth quarter and year ended December 31, 2015.

Fourth Quarter and Full Year 2015 Financial Highlights


    --  Non-GAAP Revenues for the fourth quarter and full year 2015 were $65.3
        million and $218.7 million, respectively
    --  GAAP Revenues for the fourth quarter and full year 2015 were $67.6
        million and $221.0 million, respectively
    --  Adjusted EBITDA for the fourth quarter and full year 2015 was $10.4
        million and $53.1 million, respectively
    --  Non-GAAP Net Income for the fourth quarter and full year 2015 was $7.4
        million and $38.0 million, respectively
    --  Non-GAAP diluted Earnings Per Share for the fourth quarter and full year
        2015 was $0.10 and $0.50, respectively
    --  GAAP Net Loss for the fourth quarter and full year 2015 was $16.8
        million and $68.7 million, respectively
    --  As of December 31, 2015, cash and deposits totaled $60.0 million


    *Reconciliation of GAAP to Non-
     GAAP measures can be found at the
     last table.

Josef Mandelbaum, Perion's CEO commented, "I am proud to say that our year-end financial results capped a very strong year for the company. We surpassed our financial goals and made significant progress in executing on our strategy. We were at the high end of our revenue and EBITDA guidance and exceeded non-GAAP Net Income guidance both for the quarter and the year."

"As we look ahead, we are both confident in, and excited about, our future. Search revenues have stabilized, and we expect that trend to continue through 2016. We have also significantly strengthened the company by diversifying our revenue with the acquisitions of Undertone and MakeMeReach, which will represent close to 50% of total revenue in 2016, solidly positioning us in growth categories like mobile, social and video. Our strong partnerships with Facebook, Twitter, Microsoft, Google, all the major advertising agencies and over 1,000 brands worldwide, will fuel our momentum into 2016."

Financial Comparison for the Fourth Quarter of 2015:

Non-GAAP Revenues: In the fourth quarter of 2015, revenues were $65.3 million, as compared to $78.7 million in the fourth quarter of 2014. This decrease is primarily a result of our decision to significantly reduce Customer Acquisition Costs ("CAC") since the third quarter of 2014 to focus on premium publishers, partially offset by a revenue increase from the one month of Undertone activity since its acquisition on November 30, 2015.

Non-GAAP Costs and Expenses: Excluding CAC and media buy, costs and expenses in the fourth quarter of 2015 were $27.3 million, or 42% of revenues, compared to $25.3 million, or 32% of revenues, in the fourth quarter of 2014. The increase was primarily due to the addition of the Undertone activity, since its acquisition on November 30, 2015.

Non-GAAP Costs and expenses in the fourth quarter of 2015 excluded primarily non-cash expenses; $20.6 million of impairment of goodwill, acquired intangible assets and capitalized software, $2.0 million of share based compensation expenses and $4.5 million amortization of acquired intangible assets, as well as $4.6 million of acquisition related expenses, all of which were included in the GAAP numbers. In the fourth quarter of 2014, non-GAAP costs and expenses primarily excluded $19.9 million impairment of intangible assets, $5.0 million amortization of acquired intangible assets, $2.2 million of share based compensation expenses and $4.0 million restructuring costs.

Adjusted EBITDA: In the fourth quarter of 2015, adjusted EBITDA was $10.4 million, or 16% of non-GAAP revenues, compared to $25.2 million, or 32% of revenues, in the fourth quarter of 2014. The nominal decrease was primarily a result of the aforementioned decrease in search revenues.

Non-GAAP Net Income: The decrease in revenues caused non-GAAP net income to decline from $20.0 million, or 26% of revenues, in the fourth quarter of 2014 to $7.4 million, or 11% of revenues, in the fourth quarter of 2015.

GAAP Net Loss: In the fourth quarter of 2015, the GAAP net loss was $16.8 million, compared to a net loss of $7.9 million in the fourth quarter of 2014. The increase in the GAAP net loss was attributable to the non-cash impairment mentioned above.

Financial Comparison for the Year Ended December 31, 2015:

Non-GAAP Revenues: In 2015, revenues were $218.7 million as compared to $394.2 million in 2014. This decrease is primarily a result of our decision to significantly reduce the CAC, which went down from $174.6 million in 2014 to $91.2 million in 2015, and focus on premium publishers.

Non-GAAP Costs and Expenses: Excluding CAC and media buy costs, costs and expenses in 2015 were $79.7 million, or 36% of revenues, compared to $96.0 million, or 25% of revenues in 2014. The nominal decrease was a result of a strategic reduction in costs instituted in order to adapt the company's cost structure to the lower level of revenues. This decrease was partially offset by costs associated with Undertone, as we consolidated its activity since November 30, 2015.

Non-GAAP costs and expenses in 2015 excluded primarily non-cash expenses; $98.9 million impairment of goodwill, acquired intangible assets and capitalized software, $7.4 million of share based compensation expenses, $8.9 million amortization of acquired intangible assets, $5.8 million of acquisition related expenses, and a gain from the reversal of acquisition related contingent consideration of $6.6 million, all of which were included in the GAAP numbers. In 2014, non-GAAP costs and expenses excluded $19.9 impairment charges, $18.7 million amortization of acquired intangible assets, $14.9 million of share based compensation expenses and $5.2 million of acquisition related expenses.

Adjusted EBITDA: In 2015, adjusted EBITDA was $53.1 million, or 24% of revenues, compared to $126.3 million, or 32% of revenues in 2014. This decrease was primarily due to the aforementioned $175.5 million decrease in revenues, partially offset by the $85.6 million decrease in CAC and the $16.3 million decrease in other costs.

Non-GAAP Net Income: In 2015, non-GAAP net income was $38.0 million, or 17% of revenues, compared to $101.6 million, or 26% of revenues, in 2014.

GAAP Net Loss: On a GAAP basis, in 2015 we had a net loss of $68.7 million, compared to net income of $42.8 million in 2014. The net loss in 2015 is due to a non-cash $98.9 million impairment of goodwill, acquired intangible assets and capitalized software.

Cash and Cash Flow from Operations: As of December 31, 2015, cash, cash equivalents and short-term deposits, were $60.0 million and cash flow provided by operations in 2015 was $17.6 million.

Perion currently satisfies all of the financial covenants associated with its convertible bonds and long-term debts.

Financial Outlook for the First Quarter of 2016:

Management today announced its financial non-GAAP outlook for the first quarter of 2016. Revenue is expected to be in the range of $69 - $71 million and Adjusted EBITDA is expected to be in the range of $2 - $3 million. Our outlook for the first quarter reflects the seasonality of the advertising industry, which historically is its weakest quarter. Looking at the entire year, we expect in excess of 50% year over year revenue growth, with EBITDA margins between 10 - 12%.

Conference Call:

Perion will host a conference call to discuss the results today, March 15, 2016, at 10 a.m. ET. Details are as follows:


    --  Conference ID: 6867614
    --  Dial-in number from within the United States: 1-888-504-7963
    --  Dial-in number from Israel: 1-809-245-906
    --  Dial-in number (other international): 1-719-325-2448
    --  Playback available until March 22, 2016 by calling 1-877-870-5176
        (United States) or 1-858-384-5517 (international). Please use PIN code
        6867614 for the replay
    --  Link to the live webcast accessible at http://www.perion.com/ir-events/

About Perion Network Ltd.

Perion is a global technology company that delivers high-quality advertising solutions to brands and publishers. Perion is committed to providing outstanding 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.

Non-GAAP Measures

Non-GAAP financial measures, including adjusted EBITDA, consist of GAAP financial measures adjusted to exclude acquisition related expenses, settlement of legal claim, share-based compensation expenses, restructuring costs, accretion of payment obligation related to acquisition, gain from the reversal of acquisition related contingent consideration, impairment of goodwill, intangible assets and capitalized software, amortization of acquired intangible assets and the related tax effects, 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.

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, 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.
Stephanie Mazer
+972 (73) 398-1000
investors@perion.com




                                                                            PERION NETWORK LTD. AND ITS SUBSIDIARIES

                                                                        CONSOLIDATED STATEMENTS OF OPERATIONS: UNAUDITED

                                                                         In thousands (except share and per share data)


                                                                                                                 Three months ended                 Year ended

                                                                                                                    December 31,                   December 31,
                                                                                                                  ------------               ------------

                                                                                                             2014                   2015        2014            2015
                                                                                                             ----                   ----        ----            ----

    Revenues:

                                         Search                                                                            $68,101            $43,067                   $330,757      $172,277

                                         Advertising and other                                                               9,987             24,540                     57,974        48,673


    Total Revenues                                                                                                       78,088             67,607                    388,731       220,950
                                                                                                                         ------             ------                    -------       -------


    Costs and Expenses:

                                         Cost of revenues                                                                    7,327              7,909                     27,817        16,195

                                         Customer acquisition and media                                                     29,027             30,768                    174,575        91,217
                                         buy costs

                                         Research and development                                                            9,297              6,843                     44,129        26,377

                                         Selling and marketing                                                               7,262             10,435                     25,388        28,270

                                         General and administrative                                                          9,413             13,837                     37,605        31,520

                                         Restructuring costs                                                                 3,981              1,052                      3,981         1,052

                                         Impairment, net of gain on                                                         19,941             20,618                     19,941        92,340
                                         reversal of contingent
                                         consideration


    Total Costs and Expenses                                                                                             86,248             91,462                    333,436       286,971
                                                                                                                         ------             ------                    -------       -------


    Income (Loss) from Operations                                                                                       (8,160)          (23,855)                    55,295      (66,021)

    Financial expense (income), net                                                                                         982              (203)                     2,888         1,939
                                                                                                                            ---               ----                      -----         -----


    Income (Loss) before Taxes on Income                                                                                (9,142)          (23,652)                    52,407      (67,960)

    Taxes on income                                                                                                     (1,257)           (6,887)                     9,581           697
                                                                                                                         ------             ------                      -----           ---


    Net Income (Loss)                                                                                                   $(7,885)         $(16,765)                   $42,826     $(68,657)
                                                                                                                         =======           ========                    =======      ========


    Net Earnings (Loss) per Share:

                                         Basic                                                                             $(0.11)           $(0.23)                     $0.63       $(0.96)
                                                                                                       ---

                                         Diluted                                                                           $(0.13)           $(0.23)                     $0.58       $(0.96)
                                                                                                       ---


    Weighted average number of shares:

                                         Basic                                                                          69,160,138         72,685,789                 68,213,209    71,300,432


                                         Diluted                                                                        73,429,920         72,685,789                 70,327,411    71,300,432




                                                                          PERION NETWORK LTD. AND ITS SUBSIDIARIES

                                                                      CONDENSED CONSOLIDATED BALANCE SHEETS: UNAUDITED

                                                                                        In thousands


                                                                                                                       December 31,            December 31,

                                                                                                                               2014                     2015
                                                                                                                               ----                     ----

    ASSETS


    Current Assets:

                                            Cash and cash equivalents                                                                 $101,183                  $17,519

                                            Short term bank deposit                                                                     15,000                   42,442

                                            Accounts receivable, net                                                                    30,808                   66,662

                                            Prepaid expenses and other current assets                                                    9,164                   17,945


                                            Total Current Assets                                                                       156,155                  144,568


    Property and equipment, net                                                                                                      12,180                   12,714

    Goodwill and intangible assets, net                                                                                             180,982                  269,765

    Other assets                                                                                                                      6,822                   15,800
                                                                                                                                      -----                   ------


    Total Assets                                                                                                                    $356,139                 $442,847
                                                                                                                                    ========                 ========


    LIABILITIES AND SHAREHOLDERS' EQUITY


    Current Liabilities:

                                            Accounts payable                                                                           $21,173                  $40,389

                                            Accrued expenses and other liabilities                                                      25,517                   23,405

                                            Short-term loans and current maturities of long-term and                                     2,300                   23,756
                                            convertible debt

                                            Deferred revenues                                                                            7,323                    7,731

                                            Payment obligation related to acquisitions                                                   8,587                   11,893


                                            Total Current Liabilities                                                                   64,900                  107,174

    Long-Term Liabilities:

                                            Long-term debt , net of current maturities                                                   1,950                   46,920

                                            Convertible debt, net of current maturities                                                 35,752                   28,371

                                            Payment obligation related to acquisitions                                                   5,058                   37,231

                                            Other long-term liabilities                                                                  2,482                   23,314


    Total Liabilities                                                                                                               110,142                  243,010
                                                                                                                                    -------                  -------


    Shareholders' Equity:

                                            Ordinary shares                                                                                189                      206

                                            Additional paid-in capital                                                                 203,984                  227,258

                                            Treasury shares at cost                                                                    (1,002)                 (1,002)

                                            Accumulated other comprehensive loss                                                             -                   (794)

                                            Retained earnings (accumulated deficit)                                                     42,826                 (25,831)


    Total Shareholders' Equity                                                                                                      245,997                  199,837
                                                                                                                                    -------                  -------


    Total Liabilities and Shareholders' Equity                                                                                      $356,139                 $442,847
                                                                                                                                    ========                 ========




                                                                                                                          PERION NETWORK LTD. AND ITS SUBSIDIARIES

                                                                                                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS: UNAUDITED

                                                                                                                                        In thousands


                                                                                                                                                                                        Year ended December 31,
                                                                                                                                                                                        -----------------------

                                                                                                                                                                                        2014                    2015
                                                                                                                                                                                        ----                    ----

    Operating activities:
    ---------------------

    Net income (loss)                                                                                                                                                                             $42,826               $(68,657)

    Adjustments required to reconcile net income to net cash provided by operating
    activities:

                                                                                   Depreciation and amortization                                                                                     21,413                  11,972

                                                                                   Impairment of goodwill, intangible assets and capitalized software                                                19,941                  98,904

                                                                                   Restructuring costs related to impairment of property and equipment                                                  632                     124

                                                                                   Stock based compensation expense                                                                                  15,145                   7,429

                                                                                   Issuance of ordinary shares related to employees retention                                                             -                     63

                                                                                   Acquisition related expenses paid by shareholders                                                                  3,060                       -

                                                                                   Foreign currency translation loss on inter-company balances with foreign subsidiaries                                  -                  (347)

                                                                                   Accrued interest, net                                                                                                655                      37

                                                                                   Deferred taxes, net                                                                                             (13,851)                (8,973)

                                                                                   Change in payment obligation related to acquisition                                                                1,780                 (5,626)

                                                                                   Fair value revaluation - convertible debt                                                                        (2,566)                    175

                                                                                   Loss from sale of property and equipment                                                                             121                      17

                                                                                   Net changes in operating assets and liabilities                                                                 (17,114)               (17,549)


    Net cash provided by operating activities                                                                                                                                                     $72,042                 $17,569
                                                                                                                                                                                                  -------                 -------

    Investing activities:
    ---------------------

                                                                                   Purchases of property and equipment                                                                            $(10,882)               $(2,029)

                                                                                   Proceeds from sale of property and equipment                                                                          58                      24

                                                                                   Capitalization of development costs                                                                                    -                (4,005)

                                                                                   Change in restricted cash, net                                                                                     (202)                     50

                                                                                   Investments in short-term deposits, net                                                                         (15,000)               (27,442)

                                                                                   Cash paid in connection with acquisitions, net of cash acquired                                                   19,042                (87,044)


    Net cash used in investing activities                                                                                                                                                        $(6,984)             $(120,446)
                                                                                                                                                                                                  -------               ---------

    Financing activities:
    ---------------------

                                                                                   Issuance of  shares                                                                                                    -                 10,020

                                                                                   Exercise of stock options and restricted share units                                                               1,584                      13

                                                                                   Contribution by shareholders                                                                                         585                       -

                                                                                   Payment made in connection with acquisition                                                                      (2,545)                (1,534)

                                                                                   Proceeds from issuance of convertible debt                                                                        37,852                       -

                                                                                   Proceeds from short-term loans                                                                                         -                 13,000

                                                                                   Repayment of long-term loans                                                                                     (2,300)                (2,300)


    Net cash provided by financing activities                                                                                                                                                     $35,176                 $19,199
                                                                                                                                                                                                  -------                 -------

    Effect of exchange rate changes on cash and cash equivalents                                                                                                                      -                            14
                                                                                                                                                                                    ---                           ---

    Net increase (decrease) in cash and cash equivalents                                                                                                                                         100,234                (83,664)

    Cash and cash equivalents at beginning of period                                                                                                                                                 949                 101,183
                                                                                                                                                                                                     ---                 -------

    Cash and cash equivalents at end of period                                                                                                                                                   $101,183                 $17,519
                                                                                                                                                                                                 ========                 =======




    Supplemental disclosure of non-cash investing and financing activities:
    -----------------------------------------------------------------------

                                                                                   Issuance of shares in connection with acquisitions                                                               171,552                   5,579

                                                                                   Contribution by shareholders                                                                                       1,218                       -

                                                                                   Acquisition related expenses paid by shareholders                                                                  3,060                       -

                                                                                   Purchase of property and equipment on credit                                                                       1,205                     312

                                                                                   Stock-based compensation that was capitalized as part of the capitalization of development costs                       -                    187




                                                                        PERION NETWORK LTD. AND ITS SUBSIDIARIES

                                                                 RECONCILIATION OF GAAP TO NON-GAAP RESULTS (UNAUDITED)

                                                                     In thousands (except share and per share data)



                                                                                        Three months ended                                   Year ended

                                                                                         December 31,                                 December 31,
                                                                                         ------------                                 ------------

                                                                                    2014                         2015                     2014                2015
                                                                                    ----                         ----                     ----                ----


    GAAP revenues                                                                                $78,088                              $67,607                          $388,731                $220,950

    Media buy costs offset from revenues                                               -                                (2,268)                               -                 (2,268)

    Valuation adjustment on acquired deferred                                        595                                       -                           5,500                        -
    product revenue


    Non-GAAP revenues                                                                            $78,683                              $65,339                          $394,231                $218,682
                                                                                                 -------                              -------                          --------                --------


    GAAP costs and expenses                                                                      $86,248                              $91,462                          $333,436                $286,971

    Acquisition related expenses                                                                 (809)                             (4,565)                          (5,238)                (5,774)

    Media buy costs offset from revenues                                               -                                (2,268)                               -                 (2,268)

    Share based compensation                                                                   (2,246)                             (2,034)                         (14,925)                (7,429)

    Amortization of acquired intangible assets                                                 (4,969)                             (4,545)                         (18,739)                (8,879)

    Impairment of goodwill, intangible assets and                                             (19,941)                            (20,618)                         (19,941)               (98,904)
    capitalized software

    Gain on reversal of contingent consideration                                       -                                      -                               -                   6,564

    Settlement of legal claim                                                          -                                  (550)                               -                   (550)

    Restructuring costs                                                                        (3,981)                             (1,052)                          (3,981)                (1,052)
                                                                                                ------                               ------                            ------                  ------

    Non-GAAP costs and expenses                                                                  $54,302                              $55,830                          $270,612                $168,679
                                                                                                 -------                              -------                          --------                --------


    GAAP net income (loss)                                                                      $(7,885)                           $(16,765)                          $42,826               $(68,657)

    Valuation adjustment on acquired deferred                                        595                                       -                           5,500                        -
    product revenues

    Acquisition related expenses                                                                   809                                4,565                             5,238                   5,774

    Share based compensation                                                                     2,246                                2,034                            14,925                   7,429

    Amortization of acquired intangible assets                                                   4,969                                4,545                            18,739                   8,879

    Impairment of goodwill, intangible assets and                                               19,941                               20,618                            19,941                  98,904
    capitalized software

    Gain on reversal of contingent consideration                                       -                                      -                               -                 (6,564)

    Fair value revaluation of convertible debt and                                             (2,200)                               (732)                          (2,784)                  (430)
    related derivative

    Settlement of legal claim                                                          -                                    550                                -                     550

    Restructuring costs                                                                          3,981                                1,052                             3,981                   1,052

    Non-recurring tax benefit                                                          -                                (7,053)                         (2,320)                 (7,053)

    Accretion of payment obligation related to                                                     615                                  132                             1,067                     489
    acquisition

    Taxes related to amortization and impairment of                                            (3,121)                             (1,581)                          (5,524)                (2,423)
    acquired intangible assets


    Non-GAAP net income                                                                          $19,950                               $7,365                          $101,589                 $37,950
                                                                                                 -------                               ------                          --------                 -------


    Non-GAAP net income                                                                          $19,950                               $7,365                          $101,589                 $37,950

    Tax expense                                                                                  1,864                                1,747                            17,425                  10,173

    Financial expense, net                                                                       2,567                                  397                             4,605                   1,880

    Depreciation                                                                                   803                                  909                             2,674                   3,093
                                                                                                   ---                                  ---                             -----                   -----

    Adjusted EBITDA                                                                              $25,184                              $10,418                          $126,293                 $53,096
                                                                                                 -------                              -------                          --------                 -------


    Non-GAAP diluted earnings per share                                                            $0.27                                $0.10                             $1.44                   $0.50


    Shares used in computing non-GAAP diluted earnings per share                            73,740,790                           72,903,613                        70,327,411              75,757,287

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SOURCE Perion Network Ltd.