Market Overview

Perion Reports Second Quarter 2018 Results

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Strong Profitability Momentum of 2018 Continues;

GAAP Net income of $1.0 Million, 12% increase YoY in Non-GAAP Net Income
of $4.7 Million

Advertising Revenues are Up 5% for first 6 months Due to Growing Demand

During First Six Months of 2018, Net Debt Decreased from $23.2 million
to $6.1 million

Perion Network Ltd. (NASDAQ:PERI), a global innovator in delivering
digital marketing solutions for brands that are relentlessly focused on
their consumer relationships, announced today its financial results for
the second quarter and six months ended June 30, 2018.

Financial Highlights*

(In millions, except per share data)

    Three months ended     Six months ended
June 30, June 30,
2017   2018 2017   2018
Advertising revenues $ 35.3 $ 33.2 $ 59.7 $ 62.5
Search and other revenues $ 34.4 $ 29.6 $ 72.0 $ 61.2
Total Revenues $ 69.7 $ 62.8 $ 131.7 $ 123.7
GAAP Net Income (Loss) $ (36.0) $ 1.0 $ (38.1) $ 1.0
Non-GAAP Net Income $ 4.2 $ 4.7 $ 6.9 $ 7.7
Adjusted EBITDA $ 7.0 $ 7.1 $ 10.5 $ 11.4
GAAP Diluted Earnings (Loss) Per Share $ (0.46) $ 0.01 $ (0.49) $ 0.01
Non-GAAP Diluted Earnings Per Share $ 0.05 $ 0.06 $ 0.09 $ 0.09

* Reconciliation of GAAP to Non-GAAP measures follows.

Doron Gerstel, Perion's CEO commented, "Perion's investments in
Undertone's technology platform, including the seamless integration of
our social platform (MMR) into our full advertising solution, are
driving momentum, and there are positive indicators across the entire
market and sales system. We are encouraged by the market acceptance of
our Synchronized Digital Platform, introduced at the beginning of
2018, which is enabling us to capture new customers and generate larger
insertion orders from existing ones. The latter indicator of momentum is
that during the first half of 2018, five brands have increased the
critical metric of spend to over $1 million. These results demonstrate
that our unique, holistic offering is resonating, and we are
successfully differentiating Undertone."

"Our 2018 first half growth, compared to the same period last year, was
such that the supply of available advertising placements was actually
insufficient to meet demand, thus hampering even greater growth," Mr.
Gerstel continued. "While this is a 'good problem' to have, we are
addressing that imbalance with an aggressive pipeline of innovative new
products that will appeal to brand-conscious brands and meet all quality
industry guidelines."

"Simultaneously, driven by our lower cost structure, Perion continues to
utilize the consistently strong cash generation of our Search business."
concluded Mr. Gerstel. "Perion is stronger today than it was when I
joined the company, and we are increasing the bottom-end of our expected
full-year Adjusted EBITDA range of $29 million to $32 million for the
full year of 2018."

Financial Comparison for the Second Quarter of 2018:

Revenues: Revenues decreased by 10%, from $69.7 million in the
second quarter of 2017 to $62.8 million in the second quarter of 2018.
This decrease was primarily a result of Search and other revenues
declining 14% due to churn of our legacy products and the second quarter
of 2017 network cleanup, along with a 6% decrease in our Advertising
revenues due to insufficient supply to meet existing demand.

Customer Acquisition Costs and Media Buy ("CAC"): CAC in
the second quarter of 2018 were $31.1 million, or 50% of revenues, as
compared to $33.8 million, or 48% of revenues in the second quarter of
2017. In Search and other revenues, the increase as a percentage of
revenues is primarily due to the churn of our legacy products, while in
Advertising, the increase is mainly attributed to product mix and due to
the effect of header bidding and Chrome ad blocker.

Net Income (Loss): On a GAAP basis, net income in the second
quarter of 2018 was $1.0 million, as compared to a net loss of $36.0
million in the second quarter of 2017. The loss in the second quarter of
2017, was mainly due to $43.8 million non-cash impairment of goodwill
and intangible assets related to the Undertone business.

Non-GAAP Net Income: In the second quarter of 2018, non-GAAP net
income was $4.7 million, or 7% of revenues, compared to the $4.2
million, or 6% of revenues, in the second quarter of 2017.

Adjusted EBITDA: In the second quarter of 2018, Adjusted EBITDA
was $7.1 million, or 11% of revenues, compared to $7.0 million, or 10%
of revenues, in the second quarter of 2017.

Cash and Cash Flow from Operations: As of June 30, 2018, cash and
cash equivalents were $34.7 million. Cash provided by operations in the
second quarter of 2018 was $2.9 million, compared to $3.5 million in the
second quarter of 2017.

Short-term Debt, Long-term Debt and Convertible Debt: As of June
30, 2018, total debt was $40.8 million, compared to $60.7 million at
December 31, 2017.

Perion satisfies all the financial covenants associated with its public
debt.

2018 Guidance

Management increased the bottom-end of its expectations of Adjusted
EBITDA. Management now expects Adjusted EBITDA of $29 million to $32
million for the full year of 2018, up from the prior range of $28 to $32
million.

Reverse Split:

Following the approval of Perion's shareholders, Perion will affect a
reverse split of Perion's ordinary shares at the ratio of 3:1, such that
each three ordinary shares, par value NIS 0.01 per share, shall be
consolidated into one ordinary share, par value NIS 0.03 (the "Reverse
Split
"). The record date for determining which holders of Perion's
ordinary shares will have their holdings adjusted as a result of the
reverse share split will be the close of business on Friday, August 24,
2018.

Perion's ordinary shares will begin trading on the Tel Aviv Stock
Exchange Ltd. after implementation of the Reverse Split on Sunday,
August 26, 2018 and on NASDAQ Global Select Market on Monday, August 27,
2018.

Conference Call:

Perion will host a conference call to discuss the results today, August
9, 2018, at 10 am ET, 05 pm Israel time.

Details are as follows:

  • Conference ID: 8850618
  • Dial-in number from within the United States: 1-866-548-4713
  • Dial-in number from Israel: 1-809-212-883
  • Dial-in number (other international): 1-323-794-2093
  • Playback available until August 16, 2018 by calling 1-844-512-2921
    (United States) or 1-412-317-6671 (international). Please use PIN code
    8850618 for the replay.
  • Link to the live webcast accessible at https://www.perion.com/ir-info/

About Perion Network Ltd.

Perion is a global technology company that delivers advertising
solutions to brands and publishers. Perion is committed to providing
data-driven 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 discontinued operations,
accretion of acquisition related contingent consideration, impairment of
goodwill, amortization and impairment 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. 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 bonds were 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 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, 2017 filed with the SEC on March 27, 2018. Perion does not
assume any obligation to update these forward-looking statements.

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
In thousands (except share and per share data)
   
Three months ended Six months ended
June 30, June 30,
2017   2018 2017   2018
Unaudited Unaudited Unaudited Unaudited
Revenues:
  Advertising $ 35,309 $ 33,206 $ 59,697 $ 62,501
Search and other   34,379   29,591   71,967   61,201
Total Revenues   69,688   62,797   131,664   123,702
 
Costs and Expenses:
Cost of revenues 5,914 5,811 11,807 11,867
Customer acquisition costs and media buy 33,786 31,105 63,838 62,990
Research and development 3,947 4,678 8,967 10,222
Selling and marketing 13,560 10,081 26,465 19,782
General and administrative 6,013 4,881 11,188 9,167
Depreciation and amortization 5,008 2,491 9,909 4,562
Impairment charges 43,847 - 43,847 -
Restructuring costs   -   937   -   2,075
Total Costs and Expenses   112,075   59,984   176,021   120,665
 
Income (Loss) from Operations (42,387) 2,813 (44,357) 3,037
Financial expense, net   1,338   1,199   3,522   1,806
 
Income (Loss) before Taxes on income (43,725) 1,614 (47,879) 1,231
Taxes on income   7,709   (628)   9,789   (188)
 
Net Income (Loss) $ (36,016) $ 986 $ (38,090) $ 1,043
 
 
Net Earnings (Loss) per Share - Basic and Diluted $ (0.46) $ 0.01 $ (0.49) $ 0.01
 
Weighted average number of shares
Basic   77,550,069   77,550,069   77,548,252   77,550,069
Diluted   77,550,069   79,261,852   77,548,252   77,556,333
 

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands
       
December 31, June 30,
2017 2018
Audited Unaudited
ASSETS
 
Current Assets:
Cash and cash equivalents $ 31,567 $ 34,662
Short-term bank deposit 5,913 -
Accounts receivable, net 62,830 50,240
Prepaid expenses and other current assets   13,955   7,936
Total Current Assets 114,265 92,838
 
Property and equipment, net 17,476 15,938
Goodwill and intangible assets, net 136,360 134,026
Deferred taxes 4,798 4,752
Other assets   1,128   699
 
Total Assets $ 274,027 $ 248,253
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current Liabilities:
Accounts payable $ 39,180 $ 35,150
Accrued expenses and other liabilities 17,784 16,172
Short-term loans and current maturities of long-term and convertible
debt
13,989 13,472
Deferred revenues 5,271 4,432
Payment obligation related to acquisitions   5,146   5,146
Total Current Liabilities 81,370 74,372
Long-Term Liabilities:
Long-term debt, net of current maturities 30,026 19,382
Convertible debt, net of current maturities 16,693 7,937
Other long-term liabilities   7,606   5,992
Total Liabilities   135,695   107,683
 
Shareholders' equity:
Ordinary shares 211 211
Additional paid-in capital 236,976 238,459
Treasury shares at cost (1,002) (1,002)
Accumulated other comprehensive gain (loss) 532 243
Accumulated deficit   (98,384)   (97,341)
Total Shareholders' Equity   138,332   140,570
 
Total Liabilities and Shareholders' Equity $ 274,027 $ 248,253
 

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
   
Three months ended June 30, Six months ended June 30,
2017   2018 2017   2018
Unaudited   Unaudited Unaudited   Unaudited

Operating activities:

Net Income (Loss) $ (36,016) $ 986 $ (38,090) $ 1,043
 
Adjustments required to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 5,008 2,491 9,909 4,562
Impairment of goodwill and intangible assets 43,847 - 43,847 -
Stock based compensation expense 561 865 1,119 1,483
Foreign currency translation 21 (55) 10 12
Accrued interest, net 117 95 217 223
Deferred taxes, net (8,109) 345 (10,752) (9)
Change in payment obligation related to acquisition (2) - 28 -
Fair value revaluation - convertible debt 934 (6) 3,767 (992)
Restructuring costs related to impairment of property and equipment - 462 - 462
Net changes in operating assets and liabilities   (2,816)   (2,325)   1,716   10,670
Net cash provided by operating activities $ 3,545 $ 2,858 $ 11,771 $ 17,454

Investing activities:

Purchases of property and equipment $ (434) $ 42 $ (1,265) $ (48)
Capitalization of development costs (1,811) (431) (2,781) (1,119)
Short-term deposits, net   (1,503)   4   6,911 5,913
Net cash provided (used) by investing activities $ (3,748) $ (385) $ 2,865 $ 4,746

Financing activities:

Exercise of stock options and restricted share units - - 1 -
Payment made in connection with acquisition (551) - (551) -
Proceeds from long-term loans 5,000 - 5,000 -
Repayment of convertible debt - (8,167) (7,901) (8,167)
Repayment of short-term loans 1,137 - (7,000) -
Repayment of long-term loans   (7,414)   (1,352)   (7,414)   (10,982)
Net cash used in financing activities $ (1,828) $ (9,519) $ (17,865) $ (19,149)
Effect of exchange rate changes on cash and cash equivalents   147   (29)   192   44
Net increase (decrease) in cash and cash equivalents (1,884) (7,075) (3,037) 3,095
Cash and cash equivalents at beginning of period   22,809   41,737   23,962   31,567
Cash and cash equivalents at end of period $ 20,925 $ 34,662 $ 20,925 $ 34,662
 

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,
2017   2018 2017   2018
Unaudited Unaudited Unaudited Unaudited
 
GAAP Net Income (Loss) $ (36,016) $ 986 $ (38,090) $ 1,043
Share based compensation 561 865 1,119 1,483
Amortization of acquired intangible assets 4,059 1,197 8,111 2,401
Non-recurring Legal fees - (9) 226
Restructuring costs - 937 - 2,075
Impairment of goodwill and intangible assets 43,847 - 43,847 -
Fair value revaluation of convertible debt and related derivative (18) 667 1,413 794
Accretion of payment obligation related to acquisition (3) - 27 -
Taxes on the above items   (8,251)   23   (9,494)   (338)
Non-GAAP Net Income $ 4,179 $ 4,666 $ 6,933 $ 7,684
 
Non-GAAP Net Income $ 4,179 $ 4,666 $ 6,933 $ 7,684
Taxes on income (expenses) 542 605 (295) 526
Financial expense, net 1,359 532 2,082 1,012
Depreciation   949   1,294   1,798   2,161
Adjusted EBITDA $ 7,029 $ 7,097 $ 10,518 $ 11,383
 
Non-GAAP diluted earnings per share $ 0.05 $ 0.06 $ 0.09 $ 0.09
 
Shares used in computing non-GAAP diluted earnings per share 77,989,840 79,261,852 77,990,009 77,980,917
 

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