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 February 2024

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 


Explanatory Note

On February 7, 2024, Perion Network Ltd. (the “Registrant” or “Perion”) issued a press release titled “Perion’s Diversification Strategy Continues to Drive Strong Performance as Company Achieves Quarterly Growth in Search, CTV and Retail Media”. 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 (Files No. 333-254706 and 333-261541) 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, 333-249846, 333-262260, 333-266928 and 333-272972).

2

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: February 7, 2024
 
3

Exhibit 99.1

Perion’s Diversification Strategy Continues to Drive Strong Performance as
Company Achieves Quarterly Growth in Search, CTV and Retail Media
 
Delivers Annual Year-Over-Year Growth of 16% in Revenue, 18% in GAAP Net Income and 28% in Adjusted EBITDA
 
New York & Tel Aviv– February 7, 2024 – Perion Network Ltd. (NASDAQ and TASE: PERI), a technology leader in connecting advertisers to consumers across all major digital channels, today reported its financial results for the fourth quarter and full year ended December 31, 2023.
 
“Our fourth quarter and annual results showed notable growth in Search, CTV and Retail Media, further demonstrating the positive impact of our business diversification and continued focus on technology and innovation. In 2023, we generated industry-leading adjusted EBITDA to Contribution ex-TAC margins, giving us a solid foundation for 2024,” stated Tal Jacobson, Perion’s CEO.
 
“As advertising budgets shifted between channels, we capitalized on these trends and delivered profitable growth well ahead of the digital advertising market for 2023. We also advanced our growth strategy with the acquisition of Hivestack, a leading innovative full-stack programmatic digital out-of-home (DOOH) company with an extensive global footprint. The acquisition of Hivestack, alongside our existing offering, solidifies Perion’s differentiated offer to our customers. It’s a significant entry into the fast growing DOOH channel, which opens up new synergistic opportunities within our suite of solutions for brands and retailers. By adding critical touch points to the entire consumer journey across channels such as CTV, Audio, Out Of Home, including our products for Near-store and In-Store screens - we are transforming our Retail Media suite into a pure multi-channel, full consumer journey solution.”
 
“Additionally, our strong cash flow from operations of $155 million for the full year of 2023, positions us well to execute additional acquisitions, further expanding our solutions and enhancing shareholder value,” Jacobson concluded.
 
Fourth Quarter 2023 Business Highlights
 
Retail Media1 revenue increased 196% year-over-year to $20.2 million, representing 17% of Display Advertising revenue compared to 6% last year
 
CTV revenue2 increased 69% year-over-year to $14.4 million, representing 12% of Display Advertising revenue compared to 7% last year
 
Video revenue decreased 33% year-over-year, driven by shifting inventory from video to display to gain higher profit, representing 29% of Display Advertising revenue, compared to 42% last year
 
The number of Average Daily Searches increased by 37% year-over-year to 30.2 million. The number of Search Advertising publishers increased by 4% year-over-year to 162
 


Full-Year 2023 Business Highlights
 
Retail Media1 revenue increased 114% year-over-year to $49.7 million, representing 12% of Display Advertising revenue compared to 6% last year
 
CTV revenue2 increased 56% year-over-year to $33.5 million, representing 8% of Display Advertising revenue compared to 6% last year
 
Video revenue decreased 7% year-over-year, driven by shifting inventory from video to display to gain higher profit, representing 36% of Display Advertising revenue, compared to 43% last year
 
The number of Average Daily Searches increased by 57% year-over-year to 29.1 million. The annual average number of Search Advertising publishers increased by 18% year-over-year to 160

1  Retail Media revenue include all media channels, such as, CTV, video and others

2  Starting in the second quarter of 2023, we changed our methodology for measuring our CTV activity. We moved from measuring CTV campaigns to measuring CTV channels. The CTV growth trend under both methodologies remains in the same trajectory. Under our updated methodology, revenue generated from CTV in the fourth quarter of 2022 was $8.6 million vs. $12.5 million under the previous methodology
 
2


Fourth Quarter 2023 Financial Highlight

In millions,
except per share data
 
Three months ended
   
Year ended
 
 
 
December 31,
   
December 31,
 
 
 
2023
   
2022
   
%
   
2023
   
2022
   
%
 
Display Advertising Revenue
 
$
119.8
   
$
123.8
     
-3
%
 
$
398.2
   
$
360.7
     
+10
%
Search Advertising Revenue
 
$
114.4
   
$
85.9
     
+33
%
 
$
344.9
   
$
279.6
     
+23
%
Total Revenue
 
$
234.2
   
$
209.7
     
+12
%
 
$
743.2
   
$
640.3
     
+16
%
Contribution ex-TAC1 
 
$
90.6
   
$
87.6
     
+3
%
 
$
310.2
   
$
267.7
     
+16
%
GAAP Net Income
 
$
39.4
   
$
38.7
     
+2
%
 
$
117.4
   
$
99.2
     
+18
%
Non-GAAP Net Income1
 
$
52.9
   
$
44.7
     
+19
%
 
$
167.4
   
$
119.8
     
+40
%
Adjusted EBITDA1
 
$
53.9
   
$
48.2
     
+12
%
 
$
169.1
   
$
132.4
     
+28
%
Adjusted EBITDA to Contribution ex-TAC1
   
59
%
   
55
%
           
55
%
   
49
%
       
Net Cash from Operations
 
$
50.2
   
$
38.2
     
+32
%
 
$
155.5
   
$
122.1
     
+27
%
GAAP Diluted EPS
 
$
0.78
   
$
0.79
     
-1
%
 
$
2.34
   
$
2.06
     
+14
%
Non-GAAP Diluted EPS1 
 
$
1.04
   
$
0.90
     
+16
%
 
$
3.33
   
$
2.47
     
+35
%
 
Outlook for 20242
 
“Our expectations for 2024 reflect increased investments in technology and innovation to enhance our advanced multi-channel solutions, that combined with the acquisition of Hivestack will help Perion deliver strong double-digit revenue and adjusted EBITDA growth in the coming years,” commented Tal Jacobson, Perion’s CEO.
 
In millions
2023
2024 Guidance
YoY Growth %3
YoY proforma Growth %3
Revenue
$743.2
$860-$880
17%
10%
Adjusted EBITDA1
$169.1
$178-$182
6%
10%
Adjusted EBITDA to Revenue1
23%
21%3
   
Adjusted EBITDA to Contribution ex-TAC1
55%
51%3
   

1 Contribution ex-TAC, non-GAAP Net Income, Adjusted EBITDA and non-GAAP Diluted EPS are non-GAAP measures.  See below reconciliation of GAAP to non-GAAP measures. 
 
2 We have not provided an outlook for GAAP Income from operations or reconciliation of Adjusted EBITDA guidance to GAAP Income from operations, the closest corresponding GAAP measure, because we do not provide guidance for certain of the reconciling items on a consistent basis due to the variability and complexity of these items, including but not limited to the measures and effects of our stock-based compensation expenses directly impacted by unpredictable fluctuation in our share price and amortization in connection with future acquisitions. Hence, we are unable to quantify these amounts without unreasonable efforts.
 
3 Calculated at revenue and adjusted EBITDA guidance midpoint.

3

 
Financial Comparison for the Fourth Quarter of 2023
 
Revenue: Revenue increased by 12% to $234.2 million in the fourth quarter of 2023 from $209.7 million in the fourth quarter of 2022. Display Advertising revenue decreased 3%, accounting for 51% of total revenue, primarily due to 33% decrease in Video revenue to $35.2 million due to shifting inventory from video to display to gain higher profit, partially offset by 196% increase in Retail revenue to $20.2 million and a 69% increase in CTV revenue to $14.4 million. Search Advertising revenue increased by 33%, accounting for 49% of revenue, primarily due to 37% increase in Average Daily Searches and 4% increase in the number of publishers to 162.
 
Traffic Acquisition Costs and Media Buy (“TAC”): TAC amounted to $143.6 million, or 61% of revenue, in the fourth quarter of 2023, compared with $122.0 million, or 58% of revenue, in the fourth quarter of 2022. The margin contraction was primarily due to product mix, partially offset by media buying optimization, which is enabled by leveraging data and buying power.
 
GAAP Net Income: GAAP net income increased by 2% to $39.4 million in the fourth quarter of 2023, compared with $38.7 million, in the fourth quarter of 2022. GAAP net income in the fourth quarter of 2023 includes $3.3 million acquisition related expenses and $2.1 million fair-value adjustment of the contingent consideration payable in respect to the Vidazoo acquisition.
 
Non-GAAP Net Income: Non-GAAP net income increased by 19% to $52.9 million, or 23% of revenue, in the fourth quarter of 2023, from $44.7 million, or 21% of revenue, in the fourth quarter of 2022. A reconciliation of GAAP to non-GAAP net income is included in this press release.
 
Adjusted EBITDA: Adjusted EBITDA was $53.9 million, or 23% of revenue (and 59% of Contribution ex-TAC) in the fourth quarter of 2023, compared with $48.2 million, or 23% of revenue (and 55% of Contribution ex-TAC) in the fourth quarter of 2022. A reconciliation of GAAP income from operations to Adjusted EBITDA is included in this press release.
 
Cash Flow from Operations: Net cash provided by operating activities in the fourth quarter of 2023 was $50.2 million, a 32% increase from $38.2 million in the fourth quarter of 2022.
 
Net cash: As of December 31, 2023, cash and cash equivalents, short-term bank deposits and marketable securities amounted to $472.7 million, compared with $429.6 million as of December 31, 2022.
 
4


Financial Comparison for the Full-Year of 2023
 
Revenue: Revenue increased by 16% to $743.2 million in 2023 from $640.3 million in 2022. Display Advertising revenue increased by 10%, accounting for 54% of revenue, mainly driven by 114% increase in Retail Media revenue to $49.7 million and 56% growth in CTV to $33.5 million, partially offset by 7% decrease in Video revenue to $143.2 million due to shifting inventory from video to display to gain higher profit. Search Advertising revenue increased by 23%, accounting for 46% of revenue, primarily due to a 57% increase in Average Daily Searches and 18% increase in the average annual number of publishers to 160.
 
Traffic Acquisition Costs (“TAC”): TAC amounted to $432.9 million, or 58% of revenue, compared with $372.6 million, or 58% of revenue in 2022. Media margin remained flat year-over-year.
 
GAAP Net Income: GAAP net income increased by 18% to $117.4 million in 2023 from $99.2 million in 2022. GAAP net income in 2023 includes $4.0 million acquisition related expenses and $18.7 million fair-value adjustment of the contingent consideration payable in respect to the Vidazoo acquisition.
 
Non-GAAP Net Income: Non-GAAP net income increased by 40% to $167.4 million, or 23% of revenue, from $119.8 million, or 19% of revenue in 2022. A reconciliation of GAAP to non-GAAP net income is included in this press release.
 
Adjusted EBITDA: Adjusted EBITDA was $169.1 million, or 23% of revenue (and 55% of revenue ex-TAC), compared with $132.4 million, or 21% of revenue (and 49% of revenue ex-TAC) in 2022. A reconciliation of GAAP Net Income to Adjusted EBITDA is included in this press release.
 
Cash Flow from Operations: Net cash provided by operating activities in 2023 was $155.5 million, a 27% increase from $122.1 million in 2022.
 
Conference Call
 
Perion’s management will host a conference call to discuss the results at 8:30 a.m. ET today:
 

Registration link:
 
https://incommconferencing.zoom.us/webinar/register/WN_UWvlk6kISBKD8PSKakaDEA
 

Toll Free: 1-877-407-0779
 

Toll/International: 1-201-389-0914
 
A replay of the call and a transcript will be available within approximately 24 hours of the live event on Perion’s website.
 
5


About Perion Network Ltd.
 
Perion is a global multi-channel advertising technology company that delivers synergistic solutions across all major channels of digital advertising – including search advertising, social media, display, video and CTV advertising. These channels converge at Perion’s intelligent HUB (iHUB), which connects the company’s demand and supply assets, providing significant benefits to brands and publishers.
 
For more information, visit Perion's website at www.perion.com
 
Non-GAAP Measures
 
Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude certain items. This press release includes certain non-GAAP measures, including Contribution ex-TAC, Adjusted EBITDA, non-GAAP net income and non-GAAP diluted earning per share.
 
Contribution ex-TAC presents revenue reduced by traffic acquisition costs and media buy, reflecting a portion of our revenue that must be directly passed to publishers or advertisers and presents our revenue excluding such items. We believe Contribution ex-TAC is a useful measure in assessing the performance of the Company because it facilitates a consistent comparison against our core business without considering the impact of traffic acquisition costs and media buy related to revenue reported on a gross basis.
 
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") is defined as income from operations excluding stock-based compensation expenses, depreciation, amortization of acquired intangible assets, retention and other acquisition-related expenses and gains and losses recognized with respect to changes in the fair value of contingent consideration.
 
Non-GAAP net income and non-GAAP diluted earnings per share are defined as net income and net earnings per share excluding stock-based compensation expenses, retention and other acquisition-related expenses, revaluation of acquisition-related contingent consideration, amortization of acquired intangible assets and the related taxes thereon, non-recurring expenses, foreign exchange gains and losses associated with ASC-842, as well as gains and losses recognized with respect to changes in fair value of contingent consideration.
 
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. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, we are unable to quantify certain amounts that would be required for such presentation without unreasonable effort. Consequently, no reconciliation of the forward-looking non-GAAP financial measures is included in this press release. A reconciliation between results on a GAAP and non-GAAP basis is provided in the last table of this press release.
 
6


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,” “estimate” 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, but not limited to, 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, data breaches, cyber-attacks and other similar incidents, unpredictable sales cycles, competitive pressures, market acceptance of new products, changes in applicable laws and regulations as well as industry self-regulation, 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, 2022 filed with the SEC on March 15, 2023. Perion does not assume any obligation to update these forward-looking statements.
 
Contact Information:
 
Perion Network Ltd.
Dudi Musler, VP of Investor Relations
+972 (54) 7876785
dudim@perion.com

7


PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

In thousands (except share and per share data)

   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Audited)
 
Revenue
                       
Display Advertising
 
$
119,795
   
$
123,757
   
$
398,244
   
$
360,690
 
Search Advertising
   
114,435
     
85,913
     
344,911
     
279,566
 
Total Revenue
   
234,230
     
209,670
     
743,155
     
640,256
 
                                 
Costs and Expenses
                               
Cost of revenue
   
10,877
     
9,390
     
37,830
     
30,404
 
Traffic acquisition costs and media buy
   
143,605
     
122,046
     
432,943
     
372,601
 
Research and development
   
8,714
     
9,289
     
33,066
     
34,424
 
Selling and marketing
   
15,008
     
16,130
     
57,991
     
56,014
 
General and administrative
   
10,131
     
7,886
     
31,799
     
1 27,629

Change in fair value of contingent consideration
   
2,110
     
-
     
18,694
     
 1 (3,816)

Depreciation and amortization
   
3,901
     
3,741
     
14,092
     
13,838
 
Total Costs and Expenses
   
194,346
     
168,482
     
626,415
     
531,094
 
                                 
Income from Operations
   
39,884
     
41,188
     
116,740
     
109,162
 
Financial income, net
   
6,262
     
1,976
     
20,951
     
4,502
 
Income before Taxes on income
   
46,146
     
43,164
     
137,691
     
113,664
 
Taxes on income
   
6,745
     
4,487
     
20,278
     
14,439
 
Net Income
 
$
39,401
   
$
38,677
   
$
117,413
   
$
99,225
 
                                 
Net Earnings per Share
                               
Basic
 
$
0.83
   
$
0.84
   
$
2.49
   
$
2.21
 
Diluted
 
$
0.78
   
$
0.79
   
$
2.34
   
$
2.06
 
                                 
Weighted average number of shares
                               
Basic
   
47,756,953
     
45,842,833
     
47,128,232
     
44,871,149
 
Diluted
   
50,600,750
     
48,872,169
     
50,073,985
     
48,071,638
 



1 Reflects reclassification of $3.8 million of earnout liability in 2022 that was incurred in connection with a transaction from general and administrative to change in fair value of contingent consideration.

8


PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands 

 
 
December 31,
   
December 31,
 
 
 
2023
   
2022
 
 
 
(Unaudited)
   
(Audited)
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
 
$
187,609
   
$
176,226
 
Restricted cash
   
1,339
     
1,295
 
Short-term bank deposits
   
207,450
     
253,400
 
Marketable securities
   
77,616
     
-
 
Accounts receivable, net
   
231,539
     
160,488
 
Prepaid expenses and other current assets
   
21,033
     
12,049
 
Total Current Assets
   
726,586
     
603,458
 
 
               
Long-Term Assets
               
Property and equipment, net
   
3,179
     
3,611
 
Operating lease right-of-use assets
   
6,609
     
10,130
 
Goodwill and intangible assets, net
   
337,990
     
247,191
 
Deferred taxes
   
2,817
     
5,779
 
Other assets
   
85
     
49
 
Total Long-Term Assets
   
350,680
     
266,760
 
Total Assets
 
$
1,077,266
   
$
870,218
 
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current Liabilities
               
Accounts payable
 
$
217,181
   
$
155,854
 
Accrued expenses and other liabilities
   
42,636
     
37,869
 
Short-term operating lease liability
   
4,198
     
3,900
 
Deferred revenue
   
2,297
     
2,377
 
Short-term payment obligation related to acquisitions
   
73,716
     
34,608
 
Total Current Liabilities
   
340,028
     
234,608
 
 
               
Long-Term Liabilities
               
Payment obligation related to acquisition
   
-
     
33,113
 
Long-term operating lease liability
   
3,448
     
7,580
 
Other long-term liabilities
   
15,643
     
11,783
 
Total Long-Term Liabilities
   
19,091
     
52,476
 
Total Liabilities
   
359,119
     
287,084
 
 
               
Shareholders' equity
               
Ordinary shares
   
413
     
398
 
Additional paid-in capital
   
530,620
     
513,534
 
Treasury shares at cost
   
(1,002
)
   
(1,002
)
Accumulated other comprehensive loss
   
(83
)
   
(582
)
Retained earnings
   
188,199
     
70,786
 
Total Shareholders' Equity
   
718,147
     
583,134
 
Total Liabilities and Shareholders' Equity
 
$
1,077,266
   
$
870,218
 

9

 

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands

 
 
Three months ended
   
Year ended
 
 
 
December 31,
   
December 31,
 
 
 
2023
   
2022
   
2023
   
2022
 
 
 
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Audited)
 
 
                       
Cash flows from operating activities
                       
Net Income
 
$
39,401
   
$
38,677
   
$
117,413
   
$
99,225
 
Adjustments required to reconcile net income to net cash provided by operating activities:
                               
Depreciation and amortization
   
3,901
     
3,741
     
14,092
     
13,838
 
Stock-based compensation expense
   
4,663
     
3,205
     
15,590
     
11,570
 
Foreign currency translation
   
(36
)
   
258
     
(27
)
   
20
 
Accrued interest, net
   
(1,308
)
   
(1,639
)
   
(5,547
)
   
(3,646
)
Deferred taxes, net
   
1,079
     
(2,755
)
   
(654
)
   
(1,428
)
Accrued severance pay, net
   
188
     
222
     
(274
)
   
(106
)
Gain from sale of property and equipment
   
(6
)
   
(2
)
   
(27
)
   
(12
)
Net changes in operating assets and liabilities
   
2,334
     
(3,536
)
   
14,897
     
2,658
 
Net cash provided by operating activities
 
$
50,216
   
$
38,171
   
$
155,463
   
$
122,119
 
 
                               
Cash flows from investing activities
                               
Purchases of property and equipment, net of sales
   
(280
)
   
(267
)
   
(784
)
   
(1,046
)
Investment in marketable securities, net of sales
   
(5,001
)
   
-
     
(76,599
)
   
-
 
Short-term deposits, net
   
46,500
     
(34,400
)
   
45,950
     
(36,200
)
Cash paid in connection with acquisitions, net of cash acquired
   
(101,921
)
   
-
     
(101,921
)
   
(9,570
)
Net cash used in investing activities
 
$
(60,702
)
 
$
(34,667
)
 
$
(133,354
)
 
$
(46,816
)
 
                               
Cash flows from financing activities
                               
Proceeds from exercise of stock-based compensation
   
95
     
1,392
     
2,433
     
5,833
 
Payments of contingent consideration
   
-
     
-
     
(13,256
)
   
(9,091
)
Net cash provided by (used in) financing activities
 
$
95
   
$
1,392
   
$
(10,823
)
 
$
(3,258
)
 
                               
Effect of exchange rate changes on cash and cash equivalents and restricted cash
   
159
     
228
     
141
     
(59
)
Net increase (decrease) in cash and cash equivalents and restricted cash
   
(10,232
)
   
5,124
     
11,427
     
71,986
 
Cash and cash equivalents and restricted cash at beginning of period
   
199,180
     
172,397
     
177,521
     
105,535
 
Cash and cash equivalents and restricted cash at end of period
 
$
188,948
   
$
177,521
   
$
188,948
   
$
177,521
 

10


PERION NETWORK LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

In thousands (except share and per share data)

   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
(Unaudited)
   
(Unaudited)
 
                         
Revenue
 
$
234,230
   
$
209,670
   
$
743,155
   
$
640,256
 
Traffic acquisition costs and media buy
   
143,605
     
122,046
     
432,943
     
372,601
 
Contribution ex-TAC
 
$
90,625
   
$
87,624
   
$
310,212
   
$
267,655
 

   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
(Unaudited)
   
(Unaudited)
 
                         
GAAP Income from Operations
 
$
39,884
   
$
41,188
   
$
116,740
   
$
109,162
 
Stock-based compensation expenses
   
4,663
     
3,205
     
15,590
     
11,570
 
Retention and other acquisition related expenses
   
3,342
     
100
     
4,000
     
1,618
 
Change in fair value of contingent consideration
   
2,110
     
-
     
18,694
     
(3,816
)
Amortization of acquired intangible assets
   
3,476
     
2,988
     
12,448
     
11,884
 
Depreciation
   
425
     
753
     
1,644
     
1,954
 
Adjusted EBITDA
 
$
53,900
   
$
48,234
   
$
169,116
   
$
132,372
 

11


PERION NETWORK LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

In thousands (except share and per share data)

   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
(Unaudited)
   
(Unaudited)
 
                         
GAAP Net Income
 
$
39,401
   
$
38,677
   
$
117,413
   
$
99,225
 
Stock-based compensation expenses
   
4,663
     
3,205
     
15,590
     
11,570
 
Amortization of acquired intangible assets
   
3,476
     
2,988
     
12,448
     
11,884
 
Retention and other acquisition related expenses
   
3,342
     
100
     
4,000
     
1,618
 
Change in fair value of contingent consideration
   
2,110
     
-
     
18,694
     
(3,816
)
Foreign exchange losses (gains) associated with ASC-842
   
114
     
3
     
(166
)
   
(821
)
Revaluation of acquisition related contingent consideration
   
142
     
184
     
583
     
786
 
Taxes on the above items
   
(301
)
   
(506
)
   
(1,166
)
   
(651
)
Non-GAAP Net Income
 
$
52,947
   
$
44,651
   
$
167,396
   
$
119,795
 
                                 
Non-GAAP diluted earnings per share
 
$
1.04
   
$
0.90
   
$
3.33
   
$
2.47
 
                                 
Shares used in computing non-GAAP diluted earnings per share
   
50,862,007
     
49,511,914
     
50,311,682
     
48,496,154
 

12


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