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 2025

Commission File Number: 000-51694

Perion Network Ltd.
(Translation of registrant's name into English)

2 Leonardo Da Vinci Street, 24th Floor
Tel Aviv, Israel 6473309
(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 19, 2025, Perion Network Ltd. (the “Registrant” or “Perion”) issued a press release titled “Perion Reports Fourth Quarter and FY 2024 Results”. 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, 333-272972, 333-279055, 333-282649 and 333-284011).


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/ Elad Tzubery
Name: Elad Tzubery
Title:   Chief Financial Officer

Date: February 19, 2025
 


Exhibit 99.1

 
Perion Reports Fourth Quarter and FY 2024 Results

Continued Momentum in Key Growth Engines Led by 57% YoY growth in DOOH1

Recently Announced Transformational ‘Perion One’ Unification Strategy and Platform - focusing
on AI for scaled growth and operational efficiency
  
New York & Tel Aviv– February 19, 2025Perion Network Ltd. (NASDAQ and TASE: PERI), a leader in advanced technology solving for the complexities of modern advertising, today reported its financial results for the fourth quarter and full year ended December 31, 2024.
 
“I am encouraged by our fourth quarter results as we delivered continued growth in our DOOH and CTV channels, as well as in our Retail Media vertical, showing continued adoption of our technologies with retailers,” commented Tal Jacobson, Perion’s CEO. “All our growth engines have consistently outpaced the market on an annual basis, according to eMarketer2, and we believe they will continue to be the drivers of our future success”.
 
“Earlier this month, we announced our transformational ‘Perion One’ strategy and platform. This strategy will unify our brands and technologies into one advanced platform named ‘Perion One’, which will support our position as the partner of choice for brands, agencies, and retailers navigating the complexities of modern advertising. Perion One will harness advanced AI algorithms to help solve these challenges for our customers while aiming to optimize our cost structure and enhance our ability to scale in a more profitable way.”
 
“With the introduction of our Perion One strategy, we enhanced our leadership team, forming a strong and experienced management,” added Mr.  Jacobson. “I am pleased to have Stephen Yap join our team as Perion’s Chief Revenue Officer to lead our global sales. Along with Kenny Lau, who was promoted to Perion’s Chief Product Officer, and Mina Naguib, who was promoted to Perion’s Chief Technology Officer, I am confident our entire talented leadership team will achieve our goals to become the technology partner for brands, retailers, and agencies.”
 
"As part of the new Perion One strategy, we are focusing on the more profitable solutions that align with our strategy. With a solid foundation backed by a robust balance sheet, we are well-positioned to pursue our growth ambitions. Our investments are laser-focused on expanding the Perion One platform, enriching it with technological solutions to drive future growth,” concluded Mr. Jacobson.

1 On a proforma basis
2 Market data according to eMarketer: Digital out of Home, CTV and omnichannel Retail Media ad spending, US
 

Fourth Quarter and Full Year 2024 Business Highlights
As part of the Company’s Perion One strategy and the new unified structure, Perion will modify the way it presents its KPIs and will start to provide a breakdown of its revenue by channels and their year-over-year growth, as well as the Retail Media vertical.
 
Revenue and Trends by Channel
 
Channels
Q4 2024
FY 2024
Revenue
($M)
% of
Revenue
YoY
Growth
Revenue
($M)
% of
Revenue
YoY
Growth
DOOH
27.9
22%
57%1
69.7
14%
50%1
CTV
15.8
12%
10%
43.6
9%
30%
Web
59.9
46%
-40%
220.6
44%
-38%
Search
25.5
20%
-78%
162.7
33%
-53%
Other
0.4
0%
-31%
1.6
0%
-61%

Vertical - Retail Media2
 
Q4: Revenue increased 34% year-over-year to $27.0 million, representing 26% of Advertising Solutions revenue compared to 17% last year.
 
FY 2024:  Revenue increased 62% year-over-year to $80.6 million, representing 24% of Advertising Solutions revenue compared to 12% last year.
 
Formats - Open Web Video3
 
Q4: Revenue decreased 61% year-over-year, representing 13% of Advertising Solutions revenue, compared to 29% last year.
 
FY 2024: Revenue decreased 61% year-over-year, representing 17% of Advertising Solutions revenue, compared to 36% last year.
 
1 On a proforma basis
2 Retail Media revenue includes all media channels, such as CTV, DOOH, video and others
3 Open Web video refers to standard digital video ad units running on the open web (Websites), and does not include CTV, digital video on social platforms and short-form video. Formats will not be a part of Perion’s reported KPIs going forward


Fourth Quarter 2024 Financial Highlights

In millions,
except per share data
 
Three months ended
   
Year ended
 
 
 
December 31,
   
December 31,
 
 
 
2024
   
2023
   
%
   
2024
   
2023
   
%
 
Advertising Solutions Revenue
 
$
104.1
   
$
119.8
     
-13
%
 
$
335.6
   
$
398.2
     
-16
%
Search Advertising Revenue
 
$
25.5
   
$
114.4
     
-78
%
 
$
162.7
   
$
344.9
     
-53
%
Total Revenue
 
$
129.6
   
$
234.2
     
-45
%
 
$
498.3
   
$
743.2
     
-33
%
Contribution ex-TAC (Revenue ex-TAC)1
 
$
54.7
   
$
90.6
     
-40
%
 
$
212.3
   
$
310.2
     
-32
%
GAAP Net Income
 
$
4.9
   
$
39.4
     
-87
%
 
$
12.6
   
$
117.4
     
-89
%
Non-GAAP Net Income1
 
$
16.1
   
$
52.9
     
-70
%
 
$
64.0
   
$
167.4
     
-62
%
Adjusted EBITDA1
 
$
15.5
   
$
53.9
     
-71
%
 
$
50.9
   
$
169.1
     
-70
%
Adjusted EBITDA to Contribution ex-TAC1
   
28
%
   
59
%
           
24
%
   
55
%
       
Net Cash from Operations
 
$
4.3
   
$
50.2
     
-91
%
 
$
6.9
   
$
155.5
     
-96
%
Adjusted Free Cash Flow1
 
$
4.3
   
$
49.9
     
-91
%
 
$
16.6
   
$
154.7
     
-89
%
GAAP Diluted EPS
 
$
0.11
   
$
0.78
     
-86
%
 
$
0.25
   
$
2.34
     
-89
%
Non-GAAP Diluted EPS1
 
$
0.33
   
$
1.04
     
-68
%
 
$
1.27
   
$
3.33
     
-62
%
 
Financial Outlook for Full-Year 20252
 
2025 guidance reflects our commitment to continue building our Perion One platform while focusing on more profitable technologies and solutions that align with our strategy.
 
The Company is providing the following full-year 2025 guidance ranges based on current expectations:
 
Revenue of $400 to $420 million
Adjusted EBITDA1 of $40 to $42 million
Adjusted EBITDA1 to contribution ex-TAC1 of 22% at the midpoint
 
Share Repurchase program
 
As part of the company’s $75 million share repurchase program announced last year, in the fourth quarter of 2024, Perion repurchased 1.6 million shares in the amount of approximately $13.4 million. As of the end of the fourth quarter, the company repurchased a total of 5.2 million shares, bringing the total spend under the share repurchase program to $46.9 million.
 
1 Contribution ex-TAC, non-GAAP Net Income, adjusted EBITDA, adjusted Free Cash Flow and non-GAAP Diluted EPS are non-GAAP measures.  See below reconciliation of GAAP to non-GAAP measures 

2 Perion has 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 it does 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 stock-based compensation expenses directly impacted by unpredictable fluctuation in the share price and amortization in connection with future acquisitions. Hence, we are unable to quantify these amounts without unreasonable efforts.
 

Financial Comparison for the Fourth Quarter of 2024
 
Revenue: Revenue decreased by 45% to $129.6 million in the fourth quarter of 2024 from $234.2 million in the fourth quarter of 2023. Advertising Solutions revenue decreased 13% year-over-year, accounting for 80% of total revenue, primarily due to a 61% decrease in Video revenue, partially offset by a $23.6 million increase in Digital Out of Home revenue and a 10% year-over-year increase in CTV revenue to $15.8 million. Search Advertising revenue decreased by 78% year-over-year, accounting for 20% of revenue, following the previously announced changes implemented by Microsoft Bing in 2024.
 
Traffic Acquisition Costs and Media Buy (“TAC”): TAC amounted to $74.8 million, or 58% of revenue, in the fourth quarter of 2024, compared with $143.6 million, or 61% of revenue, in the fourth quarter of 2023. The margin expansion was primarily due to changes in the product mix, focusing on more profitable solutions.
 
GAAP Net Income: GAAP net income decreased by 87% to $4.9 million in the fourth quarter of 2024, compared with $39.4 million, in the fourth quarter of 2023.
 
Non-GAAP Net Income: Non-GAAP net income was $16.1 million, or 12% of revenue, in the fourth quarter of 2024, compared with $52.9 million, or 23% of revenue, in the fourth quarter of 2023. A reconciliation of GAAP to non-GAAP net income is included in this press release.
 
Adjusted EBITDA: Adjusted EBITDA was $15.5 million, or 12% of revenue (and 28% of Contribution ex-TAC) in the fourth quarter of 2024, compared with $53.9 million, or 23% of revenue (and 59% of Contribution ex-TAC) in the fourth quarter of 2023. 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 2024 was $4.3 million, compared with $50.2 million in the fourth quarter of 2023.
 
Net cash: As of December 31, 2024, cash and cash equivalents, short-term bank deposits and marketable securities amounted to $373.3 million, compared with $472.7 million as of December 31, 2023.
 
Financial Comparison for the Full Year of 2024
 
Revenue: Revenue decreased by 33% to $498.3 million in 2024 from $743.2 million in 2023. Advertising Solutions revenue decreased 16%, accounting for 67% of total revenue, primarily due to a 61% decrease in Video revenue, partially offset by a $64.9 million increase in Digital Out of Home revenue and a 30% increase in CTV revenue to $43.6 million. Search Advertising revenue decreased by 53%, accounting for 33% of revenue, following the previously announced changes implemented by Microsoft Bing in 2024.

Traffic Acquisition Costs and Media Buy (“TAC”): TAC amounted to $286.0 million, or 57% of revenue, in 2024, compared with $432.9 million, or 58% of revenue, in 2023. The margin expansion was primarily due to changes in the product mix, focusing on more profitable solutions.
 

GAAP Net Income: GAAP net income decreased by 89% to $12.6 million in 2024, compared with $117.4 million in 2023.
 
Non-GAAP Net Income: Non-GAAP net income was $64.0 million, or 13% of revenue, in 2024, compared with $167.4 million, or 23% of revenue, in 2023. A reconciliation of GAAP to non-GAAP net income is included in this press release.
 
Adjusted EBITDA: Adjusted EBITDA was $50.9 million, or 10% of revenue (and 24% of Contribution ex-TAC) in 2024, compared with $169.1 million, or 23% of revenue (and 55% of Contribution ex-TAC) in 2023. 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 2024 was $6.9 million, compared with $155.5 million in 2023.
 
Conference Call
 
Perion’s management will host a conference call to discuss the results at 8:30 a.m. ET today:
 
Registration link: https://perion-q4-24-earnings-call.open-exchange.net/
 
A replay of the call and a transcript will be available within approximately 24 hours of the live event on Perion’s website.
 
About Perion Network Ltd.
 
Perion is helping agencies, brands and retailers get better results with their marketing investments by providing advanced technology across digital channels. Through the Perion One platform, we are making digital advertising more effective by building solutions that continuously adapt to connect the dots between data, creative and channels.
 
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, non-GAAP diluted earning per share and adjusted free cash flow.  
 
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, restructuring costs, unusual legal costs, 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.
 
Adjusted free cash flow is defined as net cash provided by (or used in) operating activities less cash used for the purchase of property and equipment, but excluding the purchase of property and equipment related to our new corporate headquarter office and the portion of the cash payment of contingent consideration in excess of the acquisition date fair value, as we do not view either of those expenses as reflective of our normal on-going expenses. It is important to note that these expenses are in fact cash expenditures.
 
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, restructuring costs, unusual legal costs, retention and other acquisition-related expenses, revaluation of acquisition-related contingent consideration, amortization of acquired intangible assets and the related taxes thereon, 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.
 

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 current war between Israel and Hamas and any worsening of the situation in Israel (such as further mobilizations), 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, 2023 filed with the SEC on April 8, 2024. 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


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,
 
   
2024
   
2023
   
2024
   
2023
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Audited)
 
                         
Revenue
                       
Advertising Solutions
 
$
104,101
   
$
119,795
   
$
335,550
   
$
398,244
 
Search Advertising
   
25,476
     
114,435
     
162,736
     
344,911
 
Total Revenue
   
129,577
     
234,230
     
498,286
     
743,155
 
                                 
Costs and Expenses
                               
Cost of revenue
   
12,564
     
10,877
     
46,873
     
37,830
 
Traffic acquisition costs and media buy
   
74,838
     
143,605
     
285,962
     
432,943
 
Research and development
   
8,638
     
8,714
     
36,832
     
33,066
 
Selling and marketing
   
16,255
     
15,008
     
68,250
     
57,991
 
General and administrative
   
9,582
     
10,131
     
38,537
     
31,799
 
Change in fair value of contingent consideration
   
-
     
2,110
     
1,541
     
18,694
 
Depreciation and amortization
   
3,524
     
3,901
     
16,434
     
14,092
 
Restructuring costs and other charges
   
-
     
-
     
6,895
     
-
 
Total Costs and Expenses
   
125,401
     
194,346
     
501,324
     
626,415
 
                                 
Income (loss) from Operations
   
4,176
     
39,884
     
(3,038
)
   
116,740
 
Financial income, net
   
1,932
     
6,262
     
18,520
     
20,951
 
Income before Taxes on income
   
6,108
     
46,146
     
15,482
     
137,691
 
Taxes on income
   
1,167
     
6,745
     
2,868
     
20,278
 
Net Income
 
$
4,941
   
$
39,401
   
$
12,614
   
$
117,413
 
                                 
Net Earnings per Share
                               
Basic
 
$
0.11
   
$
0.83
   
$
0.27
   
$
2.49
 
Diluted
 
$
0.11
   
$
0.78
   
$
0.25
   
$
2.34
 
                                 
Weighted average number of shares
                               
Basic
   
45,215,999
     
47,756,953
     
47,281,588
     
47,128,232
 
Diluted
   
46,325,857
     
50,600,750
     
49,555,777
     
50,073,985
 
 

PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands

 
 
December 31,
   
December 31,
 
 
 
2024
   
2023
 
 
 
(Unaudited)
   
(Audited)
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
 
$
156,228
   
$
187,609
 
Restricted cash
   
1,134
     
1,339
 
Short-term bank deposits
   
139,333
     
207,450
 
Marketable securities
   
77,774
     
77,616
 
Accounts receivable, net
   
164,119
     
231,539
 
Prepaid expenses and other current assets
   
22,638
     
21,033
 
Total Current Assets
   
561,226
     
726,586
 
 
               
Long-Term Assets
               
Property and equipment, net
   
8,916
     
3,179
 
Operating lease right-of-use assets
   
20,209
     
6,609
 
Goodwill and intangible assets, net
   
316,003
     
336,627
 
Deferred taxes
   
9,681
     
4,180
 
Other assets
   
416
     
85
 
Total Long-Term Assets
   
355,225
     
350,680
 
Total Assets
 
$
916,451
   
$
1,077,266
 
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current Liabilities
               
Accounts payable
 
$
122,005
   
$
217,181
 
Accrued expenses and other liabilities
   
32,983
     
42,636
 
Short-term operating lease liability
   
3,648
     
4,198
 
Deferred revenue
   
2,049
     
2,297
 
Short-term payment obligation related to acquisitions
   
4,110
     
73,716
 
Total Current Liabilities
   
164,795
     
340,028
 
 
               
Long-Term Liabilities
               
Long-term operating lease liability
   
18,654
     
3,448
 
Other long-term liabilities
   
13,246
     
15,643
 
Total Long-Term Liabilities
   
31,900
     
19,091
 
Total Liabilities
   
196,695
     
359,119
 
 
               
Shareholders' equity
               
Ordinary shares
   
429
     
413
 
Additional paid-in capital
   
566,652
     
530,620
 
Treasury shares at cost
   
(47,923
)
   
(1,002
)
Accumulated other comprehensive loss
   
(215
)
   
(83
)
Retained earnings
   
200,813
     
188,199
 
Total Shareholders' Equity
   
719,756
     
718,147
 
Total Liabilities and Shareholders' Equity
 
$
916,451
   
$
1,077,266
 


PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

In thousands

 
 
Three months ended
   
Year ended
 
 
 
December 31,
   
December 31,
 
 
 
2024
   
2023
   
2024
   
2023
 
 
 
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Audited)
 
 
                       
Cash flows from operating activities
                       
Net Income
 
$
4,941
   
$
39,401
   
$
12,614
   
$
117,413
 
Adjustments required to reconcile net income to net cash provided by operating activities:
                               
Depreciation and amortization
   
3,524
     
3,901
     
16,434
     
14,092
 
Stock-based compensation expense
   
6,704
     
4,663
     
24,029
     
15,590
 
Foreign currency translation
   
59
     
(36
)
   
52
     
(27
)
Accrued interest, net
   
(514
)
   
(1,308
)
   
3,355
     
(5,547
)
Deferred taxes, net
   
(1,572
)
   
1,079
     
(3,273
)
   
(654
)
Accrued severance pay, net
   
591
     
188
     
295
     
(274
)
Restructuring costs
   
-
     
-
     
6,895
     
-
 
Gain from sale of property and equipment
   
(9
)
   
(6
)
   
(46
)
   
(27
)
Net changes in operating assets and liabilities
   
(9,384
)
   
2,334
     
(53,416
)
   
14,897
 
Net cash provided by operating activities
 
$
4,340
   
$
50,216
   
$
6,939
   
$
155,463
 
 
                               
Cash flows from investing activities
                               
Purchases of property and equipment, net of sales
   
(1,359
)
   
(280
)
   
(6,826
)
   
(784
)
Investment in marketable securities, net of sales
   
2,132
     
(5,001
)
   
1,311
     
(76,599
)
Short-term deposits, net
   
10,006
     
46,500
     
68,117
     
45,950
 
Cash paid in connection with acquisitions, net of cash acquired
   
-
     
(101,921
)
   
-
     
(101,921
)
Net cash provided by (used in) investing activities
 
$
10,779
   
$
(60,702
)
 
$
62,602
   
$
(133,354
)
 
                               
Cash flows from financing activities
                               
Proceeds from exercise of stock-based compensation
   
82
     
95
     
547
     
2,433
 
Payments of contingent consideration
   
-
     
-
     
(54,540
)
   
(13,256
)
Purchase of treasury stock
   
(13,390
)
   
-
     
(46,921
)
   
-
 
Net cash provided by (used in) financing activities
 
$
(13,308
)
 
$
95
   
$
(100,914
)
 
$
(10,823
)
 
                               
Effect of exchange rate changes on cash and cash equivalents and restricted cash
   
(303
)
   
159
     
(213
)
   
141
 
Net increase (decrease) in cash and cash equivalents and restricted cash
   
1,508
     
(10,232
)
   
(31,586
)
   
11,427
 
Cash and cash equivalents and restricted cash at beginning of period
   
155,854
     
199,180
     
188,948
     
177,521
 
Cash and cash equivalents and restricted cash at end of period
 
$
157,362
   
$
188,948
   
$
157,362
   
$
188,948
 


PERION NETWORK LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

In thousands

   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2024
   
2023
   
2024
   
2023
 
   
(Unaudited)
   
(Unaudited)
 
                         
Revenue
 
$
129,577
   
$
234,230
   
$
498,286
   
$
743,155
 
Traffic acquisition costs and media buy
   
74,838
     
143,605
     
285,962
     
432,943
 
Contribution ex-TAC
 
$
54,739
   
$
90,625
   
$
212,324
   
$
310,212
 

   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2024
   
2023
   
2024
   
2023
 
   
(Unaudited)
   
(Unaudited)
 
                         
GAAP Income (loss) from Operations
 
$
4,176
   
$
39,884
   
$
(3,038
)
 
$
116,740
 
Stock-based compensation expenses
   
6,704
     
4,663
     
24,029
     
15,590
 
Retention and other acquisition related expenses
   
914
     
3,342
     
4,850
     
4,000
 
Unusual legal costs
   
140
     
-
     
140
     
-
 
Change in fair value of contingent consideration
   
-
     
2,110
     
1,541
     
18,694
 
Amortization of acquired intangible assets
   
3,010
     
3,476
     
14,364
     
12,448
 
Restructuring costs
   
-
     
-
     
6,895
     
-
 
Depreciation
   
514
     
425
     
2,070
     
1,644
 
Adjusted EBITDA
 
$
15,458
   
$
53,900
   
$
50,851
   
$
169,116
 


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,
 
   
2024
   
2023
   
2024
   
2023
 
   
(Unaudited)
   
(Unaudited)
 
                         
GAAP Net Income
 
$
4,941
   
$
39,401
   
$
12,614
   
$
117,413
 
Stock-based compensation expenses
   
6,704
     
4,663
     
24,029
     
15,590
 
Amortization of acquired intangible assets
   
3,010
     
3,476
     
14,364
     
12,448
 
Retention and other acquisition related expenses
   
914
     
3,342
     
4,850
     
4,000
 
Unusual legal costs
   
140
     
-
     
140
     
-
 
Change in fair value of contingent consideration
   
-
     
2,110
     
1,541
     
18,694
 
Restructuring costs
   
-
     
-
     
6,895
     
-
 
Foreign exchange losses (gains) associated with ASC-842
   
316
     
114
     
405
     
(166
)
Revaluation of acquisition related contingent consideration
   
-
     
142
     
-
     
583
 
Taxes on the above items
   
112
     
(301
)
   
(857
)
   
(1,166
)
Non-GAAP Net Income
 
$
16,137
   
$
52,947
   
$
63,981
   
$
167,396
 
                                 
Non-GAAP diluted earnings per share
 
$
0.33
   
$
1.04
   
$
1.27
   
$
3.33
 
                                 
Shares used in computing non-GAAP diluted earnings per share
   
49,458,861
     
50,862,007
     
50,576,619
     
50,311,682
 
 

PERION NETWORK LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

In thousands

   
Three months ended
   
Year ended
 
   
December 31,
   
December 31,
 
   
2024
   
2023
   
2024
   
2023
 
   
(Unaudited)
   
(Unaudited)
 
                         
Net cash provided by operating activities
 
$
4,340
   
$
50,216
   
$
6,939
   
$
155,463
 
Purchases of property and equipment, net of sales
   
(1,359
)
   
(280
)
   
(6,826
)
   
(784
)
Free cash flow
 
$
2,981
   
$
49,936
   
$
113
   
$
154,679
 
Purchase of property and equipment related to our new corporate headquarter office
   
1,342
     
-
     
5,665
     
-
 
Portion of the cash payment of contingent consideration in excess of the acquisition date fair value
   
-
     
-
     
10,824
     
-
 
Adjusted free cash flow
 
$
4,323
   
$
49,936
   
$
16,602
   
$
154,679
 



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