TEL AVIV, and NEW YORK, Aug. 3, 2016 /PRNewswire/ -- Perion Network Ltd. (NASDAQ: PERI), announced today its financial results for the second quarter and six months ended June 30, 2016.

https://photos.prnewswire.com/prnvar/20160803/395262-INFO


    Second Quarter 2016 Financial
     Highlights*

    (In thousands, except per share
     data)


                                          Three months ended

                                               June 30,
                                               --------

                                         2015                2016
                                         ----                ----

    GAAP Revenues                                $48,569          $78,003

    Non-GAAP Revenues                            $48,569          $75,649

    GAAP Net Income                               $8,215             $585

    Non-GAAP Net Income                          $10,173           $6,832

    Adjusted EBITDA                              $13,755          $10,758

    GAAP diluted Earnings Per Share from
     continuing operation                          $0.13            $0.02

    Non-GAAP diluted Earnings Per Share            $0.14            $0.08



    * Reconciliation of GAAP to Non-GAAP
     measures follows.

Josef Mandelbaum, Perion's CEO commented, "The second quarter further solidifies the successful transformation of Perion over the past two years. We now have two solid and complementary revenue streams that are driving strong EBITDA, which grew sequentially for the first time in six quarters. In addition, this past quarter we expanded our partnership with Facebook to include high-impact ads, signed a global deal with one of the six major agency holding companies to use our social platform and more than doubled our programmatic revenue. We expect these achievements to support the positive business trends in the second half of 2016 and beyond."

"Additionally, since the end of the quarter we paid $22 million and eliminated $36 million of future acquisition obligations," concluded Mr. Mandelbaum. "Today, our business is more diversified, generates strong cash flow and has a differentiated offering based on high-impact advertising solutions for brands and publishers. While our stock price does not yet reflect this transformation, I am confident it will."

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.

Cash and Cash Flow from Operations: As of June 30, 2016, cash, cash equivalents and short-term deposits, were $44.0 million. Cash provided by continuing operations in the second quarter of 2016 was $5.8 million.

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.

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, 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
investors@perion.com


                                                                                                                                                                         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            Six months ended

                                                                                                                                            June 30,                 June 30,
                                                                                                                                            --------                 --------

                                                                                                                                      2015                  2016       2015                    2016
                                                                                                                                      ----                  ----       ----                    ----


    Revenues:

                                                                  Search                                                                            $40,803          $41,693                                $83,712         $82,193

                                                                  Advertising and other                                                               7,766           36,310                                 16,994          71,599


    Total Revenues                                                                                                                                48,569           78,003                                100,706         153,792
                                                                                                                                                  ------           ------                                -------         -------


    Costs and Expenses:

                                                                  Cost of revenues                                                                    1,404            4,141                                  2,921           8,191

                                                                  Customer acquisition and media buy costs                                           19,422           34,784                                 35,091          69,075

                                                                  Research and development                                                            5,242            7,184                                 10,610          14,503

                                                                  Selling and marketing                                                               4,905           14,639                                  9,252          29,744

                                                                  General and administrative                                                          5,746            8,526                                 10,704          16,796

                                                                  Depreciation and amortization                                                       2,206            6,308                                  4,432          13,647

                                                                  Impairment, net of change in fair value of contingent consideration               (2,397)               -                               (2,397)              -

                                                                  Restructuring costs                                                                     -               -                                     -            728


    Total Costs and Expenses                                                                                                                      36,528           75,582                                 70,613         152,684
                                                                                                                                                  ------           ------                                 ------         -------


    Income from Operations                                                                                                                        12,041            2,421                                 30,093           1,108

    Financial expense, net                                                                                                                           344            2,318                                  1,058           5,456
                                                                                                                                                     ---            -----                                  -----           -----


    Income (Loss) before Taxes on Income                                                                                                          11,697              103                                 29,035         (4,348)

    Taxes on income                                                                                                                                2,703          (1,565)                                 6,522         (3,993)
                                                                                                                                                   -----           ------                                  -----          ------


    Net Income (Loss) from Continuing Operations                                                                                                   8,994            1,668                                 22,513           (355)

    Net loss from discontinued operations                                                                                                          (779)         (1,083)                               (3,559)        (4,668)
                                                                                                                                                    ----           ------                                 ------          ------


    Net Income (Loss)                                                                                                                              $8,215             $585                                $18,954        $(5,023)
                                                                                                                                                   ======             ====                                =======         =======


    Net Earnings (Loss) per Share - Basic:

                                                                  Continuing operations                                                               $0.13            $0.02                                  $0.32 $             -
                                                                                                                                       ===                                                                                 ===

                                                                  Discontinued operations                                                           $(0.01)         $(0.01)                               $(0.05)        $(0.06)
                                                                                                                                       ===


    Net Earnings (Loss) per Share - Diluted:

                                                                  Continuing operations                                                               $0.13            $0.02                                  $0.32 $             -
                                                                                                                                       ===                                                                                 ===

                                                                  Discontinued operations                                                           $(0.01)         $(0.01)                               $(0.05)        $(0.06)
                                                                                                                                       ===


    Weighted average number of shares continuing and discontinued

                                                                  Basic                                                                          70,959,868       76,324,076                             70,623,006      76,247,269


                                                                  Diluted                                                                        71,119,694       80,605,055                             70,764,019      76,271,789


                                                                                                                      PERION NETWORK LTD. AND ITS SUBSIDIARIES


    CONDENSED CONSOLIDATED BALANCE SHEETS: UNAUDITED
    ------------------------------------------------

    In thousands


                                                                                                                       December 31,               June 30,

                                                                                                                               2015                    2016
                                                                                                                               ----                    ----

    ASSETS


    Current Assets:

                                            Cash and cash equivalents                                                                     $17,519                 $31,665

                                            Short-term bank deposit                                                                        42,442                  12,375

                                            Accounts receivable, net                                                                       66,662                  54,868

                                            Prepaid expenses and other current assets                                                      17,396                  28,556


                                            Total Current Assets                                                                          144,019                 127,464


    Property and equipment, net                                                                                                         12,714                  13,659

    Goodwill and intangible assets, net                                                                                                269,765                 256,548

    Deferred taxes                                                                                                                      12,344                   4,425

    Other assets                                                                                                                         3,456                   2,041
                                                                                                                                         -----                   -----


    Total Assets                                                                                                                       $442,298                $404,137
                                                                                                                                       ========                ========


    LIABILITIES AND SHAREHOLDERS' EQUITY


    Current Liabilities:

                                            Accounts payable                                                                              $40,388                 $39,492

                                            Accrued expenses and other liabilities                                                         22,857                  18,462

                                            Short-term loans and current maturities of long-term and convertible debt                      23,756                  20,740

                                            Deferred revenues                                                                               7,731                   6,146

                                            Payment obligation related to acquisitions                                                     11,893                  20,170


                                            Total Current Liabilities                                                                     106,625                 105,010

    Long-Term Liabilities:

                                            Long-term debt, net of current maturities                                                      46,920                  43,724

                                            Convertible debt, net of current maturities                                                    28,371                  21,703

                                            Payment obligation related to acquisition                                                      37,231                  22,365

                                            Deferred taxes                                                                                 19,456                   6,591

                                            Other long-term liabilities                                                                     3,858                   4,652


    Total Liabilities                                                                                                                  242,461                 204,045
                                                                                                                                       -------                 -------


    Shareholders' equity:

                                            Ordinary shares                                                                                   206                     207

                                            Additional paid-in capital                                                                    227,258                 231,654

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

                                            Accumulated other comprehensive income (loss)                                                   (794)                     87

                                            Accumulated deficit                                                                          (25,831)               (30,854)


    Total Shareholders' Equity                                                                                                         199,837                 200,092
                                                                                                                                       -------                 -------


    Total Liabilities and Shareholders' Equity                                                                                         $442,298                $404,137
                                                                                                                                       ========                ========


                                                                             PERION NETWORK LTD. AND ITS SUBSIDIARIES


    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS: UNAUDITED
    ----------------------------------------------------------

    In thousands


                                                                                     Six months ended June 30,
                                                                                  -------------------------

                                                                                       2015                   2016
                                                                                       ----                   ----

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

    Net income (loss)                                                                           $18,954                 $(5,023)

                                              Loss from discontinued operations,
                                              net                                                 (3,559)                 (4,668)


    Net income (loss) from continuing
     operations                                                                                 22,513                    (355)


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

                                             Depreciation and amortization                          8,599                   13,647

                                             Stock based compensation expense                       3,033                    3,528

                                              Issuance of ordinary shares
                                              related to employees' retention                          63                        -

                                             Foreign currency translation                               -                     926

                                             Accrued interest, net                                   (71)                     137

                                             Deferred taxes, net                                      941                  (4,972)

                                              Change in payment obligation
                                              related to acquisition                              (5,577)                   1,207

                                              Fair value revaluation -
                                              convertible debt                                      1,780                    1,120

                                              Net changes in operating assets
                                              and liabilities                                     (8,183)                 (3,149)


    Net cash provided by continuing
     operating activities                                                                       23,098                   12,089

    Net cash used in discontinued
     activities                                                                                (3,134)                 (4,232)
                                                                                                ------                   ------

    Net cash provided by
     operating activities                                                                       $19,964                   $7,857
                                                                                                -------                   ------

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

                                              Purchases of property and
                                              equipment                                          $(1,387)                  $(904)

                                              Capitalization of development
                                              costs                                               (1,228)                 (2,596)

                                             Change in restricted cash, net                            50                        -

                                              Investments in short-term
                                              deposits, net                                      (40,656)                  30,067

                                              Cash paid for acquisition, net of
                                              cash acquired                                       (4,533)                       -


    Net cash provided by (used
     in) investing activities                                                                 $(47,754)                 $26,567
                                                                                               --------                  -------

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

                                              Exercise of stock options and
                                              restricted share units                                   14                        1

                                              Payment made in connection with
                                              acquisition                                               -                 (6,125)

                                             Proceeds from short-term loans                             -                  10,000

                                             Repayment of convertible debt                              -                 (7,620)

                                             Repayment of short-term loans                              -                (13,000)

                                             Repayment of long-term loans                         (1,150)                 (3,565)


    Net cash used in financing
     activities                                                                                $(1,136)               $(20,309)
                                                                                                -------                 --------

    Effect of exchange rate changes on
     cash and cash equivalents                                                                    (15)                      31
                                                                                                   ---                      ---

    Net increase (decrease) in cash and
     cash equivalents                                                                         (25,807)                  18,378

    Net cash used in discontinued
     activities                                                                                (3,134)                 (4,232)

    Cash and cash equivalents at
     beginning of period                                                                       101,183                   17,519
                                                                                               -------                   ------

    Cash and cash equivalents
     at end of period                                                                           $72,242                  $31,665
                                                                                                =======                  =======


                                                                                                                      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                    Six months ended

                                                        June 30,                           June 30,
                                                        --------                           --------

                                                                 2015                 2016                      2015  2016
                                                                 ----                 ----                      ----  ----


    GAAP revenues                                                           $48,569                         $78,003                               $100,706        $153,792

                Media buy costs offset from
                revenues                                                            -                        (2,713)                                     -        (5,430)

                Valuation adjustment on acquired
                deferred revenues                                                   -                            359                                      -            359


    Non-GAAP revenues                                                       $48,569                          75,649                               $100,706        $148,721
                                                                            -------                          ------                               --------        --------


    GAAP net income (loss) from
     continuing operations                                                   $8,994                          $1,668                                $22,513          $(355)

               Acquisition related expenses                                       146                               -                                   702             179

                Valuation adjustment on acquired
                deferred revenues                                                   -                            359                                      -            359

               Share based compensation                                         1,759                           1,670                                  3,033           3,528

                Amortization of acquired
                intangible assets                                               1,577                           5,178                                  3,126          11,623

               Restructuring costs                                                  -                              -                                     -            728

                Impairment of acquired intangible
                assets                                                          4,167                                                                 4,167

                Change in fair value of contingent
                consideration related to
                acquisition                                                   (6,564)                                                              (6,564)

                Fair value revaluation of
                convertible debt and related
                derivative                                                        214                           (283)                                   108             556

                Accretion of payment obligation
                related to acquisition                                              -                            640                                    357           1,207

                Taxes related to amortization of
                acquired intangible assets                                      (120)                        (2,400)                                 (268)        (4,320)


    Non-GAAP net income from
     continuing operations                                                  $10,173                          $6,832                                $27,174         $13,505
                                                                            -------                          ------                                -------         -------


    Non-GAAP net income from
     continuing operations                                                  $10,173                          $6,832                                $27,174         $13,505

               Taxes on income                                                  2,823                             835                                  6,790             327

               Financial expense, net                                             130                           1,961                                    593           3,693

               Depreciation                                                       629                           1,130                                  1,306           2,024


    Adjusted EBITDA                                                         $13,755                         $10,758                                $35,863         $19,549
                                                                            -------                         -------                                -------         -------


    Non-GAAP diluted earnings
     per share                                                                $0.14                           $0.08                                  $0.34           $0.17


    Shares used in computing non-GAAP
     diluted earnings per share                                         71,119,694                      80,605,055                             70,764,019      80,541,571

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SOURCE Perion Network Ltd.