株探米国株
英語
エドガーで原本を確認する
6-K 1 zk2533985.htm 6-K

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 November 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 November 12, 2025, Perion Network Ltd. (the “Registrant” or “Perion”) issued a press release titled “Perion Reports Third Quarter 2025 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 S-8 (Files No. 333-262260, 333-266928, 333-272972, 333-279055, 333-282649, 333-284011 and 333-287426).

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

Date: November 12, 2025

- 3 -
EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1
Exhibit 99.1

 
Perion Reports Third Quarter 2025 Results

Revenue of $110.5 million, Contribution ex-TAC of $51 million, 8% and 7% YoY growth, respectively
Strong results across all Growth Engines, with CTV at 75% YoY growth
Expanding Share Repurchase program to $200 million1, reflecting confidence in long-term
growth and cash generation
 
New York & Tel Aviv– November 12, 2025 – Perion 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 third quarter ended September 30, 2025.
 
Third Quarter 2025 Financial Highlights2
 

In millions,
except per share data
  
Three months ended
    
Nine months ended
  
 
  
September 30,
    
September 30,
  
 
  
2025
    
2024
    
%
    
2025
    
2024
    
%
  
Advertising Solutions Revenue
  
$
87.7
    
$
81.3
      
8
%
  
$
237.9
    
$
231.4
      
3
%
Search Advertising Revenue
  
$
22.8
    
$
20.9
      
9
%
  
$
64.8
    
$
137.3
      
(53
)%
Total Revenue
  
$
110.5
    
$
102.2
      
8
%
  
$
302.8
    
$
368.7
      
(18
)%
Contribution ex-TAC (Revenue ex-TAC)
  
$
51.0
    
$
47.6
      
7
%
  
$
138.2
    
$
157.6
      
(12
)%
GAAP Net Income (loss)
  
$
(4.1
)
  
$
2.1
    
NM
    
$
(15.9
)
  
$
7.7
    
NM
  
Non-GAAP Net Income
  
$
12.5
    
$
11.9
      
6
%
  
$
29.9
    
$
47.8
      
(38
)%
Adjusted EBITDA
  
$
12.1
    
$
7.4
      
63
%
  
$
20.9
    
$
35.4
      
(41
)%
Adjusted EBITDA to Contribution ex-TAC
    
24
%
    
16
%
            
15
%
    
22
%
        
Net Cash from Operations
  
$
5.9
    
$
16.2
      
(64
)%
  
$
20.1
    
$
2.6
      
674
%
Adjusted Free Cash Flow
  
$
4.8
    
$
17.2
      
(72
)%
  
$
18.1
    
$
12.3
      
48
%
GAAP Diluted EPS
  
$
(0.10
)
  
$
0.04
    
NM
    
$
(0.37
)
  
$
0.15
    
NM
  
Non-GAAP Diluted EPS
 
$
0.28
    
$
0.23
      
22
%
  
$
0.64
    
$
0.94
      
(32
)%
 


1 To become effective subject to satisfaction of the requirements of the Companies law and regulations
2 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.
 

Business & Financial Highlights

●
Adjusted EBITDA increased 63% YoY
●
Contribution ex-TAC increased 7% YoY
●
Advertising Solutions revenue increased 8%
●
Strong performance of growth engines

o
CTV revenue increased 75% YoY to $16.6 million

o
DOOH revenue increased 26% YoY to $24.1 million

o
Retail Media3 vertical revenue increased 40% YoY to $29.4 million
●
Strategic Retail Media Partnership with Albertsons Media Collective
●
Introducing Perion Outmax – Greenbids’ AI is now part of the unified optimization engine of Perion to maximize performance across social, CTV, and web, fueling global growth
●
Launch of the DOOH Player - Aiming to accelerate scalable, recurring and predictable, high-margin growth across DOOH and Retail Media ecosystems
●
Launch of SODA, Next-generation Supply Path Optimization Solution, enabling publishers to maximize revenue through Perion’s AI algorithm
●
Expanding in China through strategic partnerships with GIMC, one of China’s leading advertising groups
●
Expanding Global DOOH reach and growth through strategic partnerships: Novisign US, SkyRise EU, Airtango Media DACH, Presco Netmarketing Taiwan  
●
Share repurchase: The Board of Directors principally approved to expand the program to $200 million, pending regulatory approval
●
Reiterating FY 2025 guidance
 
“This quarter marks an important inflection point for Perion,” said Tal Jacobson, Perion’s CEO. “We delivered year-over-year growth across all major metrics – revenue, contribution ex-TAC, and adjusted EBITDA – driven by the strong performance of our growth engines and disciplined operational execution, underpinned by efficiency measures that contributed to higher EBITDA margin. We continue to advance our Perion One strategy to become the operating system for marketers, and our third quarter results validate the strength of a unified platform that connects the dots across the media ecosystem.”


3 Retail Media revenue includes several media channels, such as CTV, DOOH, and others
 


“The launch of our AI-driven SODA and DOOH Player solutions is expected to create more predictable and recurring revenue streams. Combined with our new global partnerships, these initiatives are designed to enhance scalability, efficiency, and profitability, establishing a strong foundation for sustained growth into 2026 and beyond.”
 
“Our confidence in Perion’s long-term growth prospects is reflected in our decision to expand our current share repurchase program by an additional $75 million, bringing the total authorization to $200 million. This decision follows a comprehensive review of our capital allocation framework. Our disciplined capital allocation strategy balances returning capital to shareholders with continued investment in innovation and strategic opportunities to strengthen our core business and drive sustainable growth. As we advance our Perion One strategy and deepen our presence across high-growth verticals such as CTV, DOOH, and Retail Media, we remain focused on generating consistent value for our shareholders,” concluded Mr. Jacobson.
 
Revenue and Trends by channel4

Channels
Q3 2025
Revenue ($M)
 % of Revenue
YoY Change
DOOH
24.1
22%
26%
CTV
16.6
15%
75%
Web
46.6
42%
(11)%
Search
22.8
21%
9%
Other
0.4
0%
42%

 
4 Numbers may not add up due to rounding
 

Financial Outlook for Full-Year 20255
 
Based on current expectations, the Company is reiterating its full-year 2025 outlook ranges:
 

 ●
Revenue of $430 to $450 million

●
Adjusted EBITDA6  of $44 to $46 million

●
Adjusted EBITDA6  to contribution ex-TAC6 of 22% at the midpoint
 
Share Repurchase Program
 

 ●
During the third quarter of 2025, the Company repurchased a total of 0.8 million shares for a total amount of $7.5 million

●
As of September 30, 2025, the Company repurchased a total of 10.4 million shares for a total amount of $94.2 million

●
In November 2025, Perion’s Board of Directors principally approved a $75 million expansion of the previously authorized share repurchase program of $125 million of its outstanding shares, to a total of $200 million, to become effective subject to satisfaction of the requirements of the Companies law and regulations 
 

5We 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.

6 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.
 

Financial Comparison for the Third Quarter of 2025

Revenue: Revenue increased by 8% to $110.5 million in the third quarter of 2025 from $102.2 million in the third quarter of 2024. Advertising Solutions revenue increased 8% year-over-year, accounting for 79% of revenue, primarily due to a 75% increase in our CTV channel and a 26% increase in Digital Out of Home revenue, partially offset by 11% decline in Web revenue. Search Advertising revenue increased by 9% year-over-year, accounting for 21% of revenue.
 
Traffic Acquisition Costs and Media Buy (“TAC”): TAC amounted to $59.5 million, or 54% of revenue, in the third quarter of 2025, compared with $54.6 million, or 53% of revenue, in the third quarter of 2024.
 
GAAP Net Income (Loss): GAAP net loss decreased from a net income of $2.1 million in the third quarter of 2024 to a net loss of $4.1 million in the third quarter of 2025.
 
Non-GAAP Net Income: Non-GAAP net income was $12.5 million, or 11% of revenue, in the third quarter of 2025, compared with $11.9 million, or 12% of revenue, in the third quarter of 2024. A reconciliation of GAAP to non-GAAP net income is included in this press release.
 
Adjusted EBITDA: Adjusted EBITDA was $12.1 million, or 11% of revenue and 24% of Contribution ex-TAC in the third quarter of 2025, compared with $7.4 million, or 7% of revenue and 16% of Contribution ex-TAC in the third quarter of 2024. 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 third quarter of 2025 was $5.9 million, compared with $16.2 million in the third quarter of 2024. The Operating cash flow in the third quarter of 2024 included an additional $17.6 million from Microsoft Bing collection that shifted from June 2024 to July 1st, 2024.
 
Net cash: As of September 30, 2025, cash and cash equivalents, short-term bank deposits and marketable securities, amounted to $315.6 million, compared with $373.3 million as of December 31, 2024.
 

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-q3-2025-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 helps brands, agencies, and retailers maximize the value of their advertising investments with advanced AI and creative technologies. Its unified platform, Perion One, bridges media, data, and performance across digital channels to deliver superior results in an increasingly complex advertising environment.
 
For more information, visit 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 and Adjusted EBITDA.

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, as well as gains and losses recognized with respect to changes in 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 and capitalized software development costs, 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 (loss) and net earnings (loss) per share excluding stock-based compensation expenses, restructuring costs, unusual legal costs, retention and other acquisition-related expenses, amortization of acquired intangible assets and the related taxes thereon, foreign exchange gains and losses associated with ASC-842, revaluation of acquisition related contingent consideration 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 Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the safe- harbor provisions 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. All statements other than statements of historical fact included in this press release are forward-looking statements. 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, political, economic and other developments (including the current war between Israel and Hamas and other armed groups in the region), 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, and general risks associated with the business of Perion including, the transformation in our strategy, intended to unify our business units under the Perion brand (Perion One), intense and frequent changes in the markets in which the businesses operate and in general economic and business conditions (including the fluctuation of our share price), loss of key customers or of other partners that are material to our business, the outcome of any pending or future proceedings against Perion, data breaches, cyber-attacks and other similar incidents, unpredictable sales cycles, competitive pressures, market acceptance of new products and of the Perion One strategy, changes in applicable laws and regulations as well as industry self-regulation, negative or unexpected tax consequences, 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. We urge you to consider those factors, together with the other risks and uncertainties described in our most recent Annual Report on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (SEC) on March 25, 2025, and our other reports filed with the SEC, in evaluating our forward-looking statements and other risks and uncertainties that may affect Perion and its results of operations. 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
    
Nine months ended
  
   
September 30,
    
September 30,
  
   
2025
    
2024
    
2025
    
2024
  
   
(Unaudited)
    
(Unaudited)
    
(Unaudited)
    
(Unaudited)
  
                         
Revenue
                        
Advertising Solutions
  
$
87,672
    
$
81,289
    
$
237,948
    
$
231,449
  
Search Advertising
    
22,789
      
20,909
      
64,836
      
137,260
  
Total Revenue
    
110,461
      
102,198
      
302,784
      
368,709
  
                                 
Costs and Expenses
                                
Cost of revenue
    
13,805
      
11,525
      
39,183
      
34,309
  
Traffic acquisition costs and media buy
   
59,486
      
54,572
      
164,539
      
211,124
  
Research and development
    
8,581
      
8,271
      
25,978
      
28,194
  
Selling and marketing
    
19,776
      
17,861
      
57,030
      
51,995
  
General and administrative
    
8,804
      
9,200
      
27,350
      
28,955
  
Change in fair value of contingent consideration
    
-
      
-
      
-
      
1,541
  
Depreciation and amortization
    
4,939
      
3,579
      
12,705
      
12,910
  
Restructuring costs and other charges
    
-
      
-
      
1,322
      
6,895
  
Total Costs and Expenses
    
115,391
      
105,008
      
328,107
      
375,923
  
                                 
Loss from Operations
    
4,930

   
2,810

   
25,323

   
7,214

Financial income, net
    
2,367
      
5,399
      
9,357
      
16,588
  
Income (loss) before Taxes on income
    
(2,563
)
    
2,589
      
(15,966
)
    
9,374
  
Taxes on income (tax benefit)
    
1,516
      
475
      
(70
)
    
1,701
  
Net Income (loss)
  
$
(4,079
)
  
$
2,114
    
$
(15,896
)
  
$
7,673
  
                                 
Net Earnings (loss) per Share
                                
Basic
  
$
(0.10
)
  
$
0.05
    
$
(0.37
)
  
$
0.16
  
Diluted
  
$
(0.10
)
  
$
0.04
    
$
(0.37
)
  
$
0.15
  
                                 
Weighted average number of shares
                                
Basic
    
41,469,458
      
46,935,927
      
42,777,301
      
47,971,595
  
Diluted
    
41,469,458
      
48,360,345
      
42,777,301
      
49,794,459
  


PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
In thousands

 
  
September 30,
    
December 31,
  
 
  
2025
    
2024
  
 
  
(Unaudited)
    
(Audited)
  
ASSETS
            
Current Assets
            
Cash and cash equivalents
  
$
124,387
    
$
156,228
  
Restricted cash
    
1,166
      
1,134
  
Short-term bank deposits
    
131,730
      
139,333
  
Marketable securities
    
59,509
      
77,774
  
Accounts receivable, net
    
175,245
      
164,358
  
Prepaid expenses and other current assets
   
34,539
      
22,638
  
Total Current Assets
    
526,576
      
561,465
  
 
                
Long-Term Assets
                
Property and equipment, net
   
11,211
      
8,916
  
Operating lease right-of-use assets
    
17,642
      
20,209
  
Goodwill and intangible assets, net
   
359,547
      
316,003
  
Deferred taxes
    
-
      
8,517
  
Other assets
   
579
      
416
  
Total Long-Term Assets
    
388,979
      
354,061
  
Total Assets
  
$
915,555
    
$
915,526
  
 
                
LIABILITIES AND SHAREHOLDERS' EQUITY
                
Current Liabilities
               
Accounts payable
  
$
126,433
    
$
122,005
  
Accrued expenses and other liabilities
   
33,135
      
32,848
  
Short-term operating lease liability
    
2,566
      
3,648
  
Deferred revenue
    
1,535
      
2,049
  
Short-term payment obligation related to acquisitions
   
4,744
      
1,300
  
Total Current Liabilities
    
168,413
      
161,850
  
 
                
Long-Term Liabilities
                
Payment obligation related to acquisition
    
19,913
      
-
  
Long-term operating lease liability
    
19,749
      
18,654
  
Deferred taxes
    
8,451
      
-
  
Other long-term liabilities
    
12,703
      
12,082
  
Total Long-Term Liabilities
    
60,816
      
30,736
  
Total Liabilities
   
229,229
      
192,586
  
 
                
Shareholders' equity
                
Ordinary shares
    
361
      
391
  
Additional paid-in capital
   
505,225
      
527,149
  
Treasury shares at cost
    
(1,002
)
    
(1,002
)
Accumulated other comprehensive loss
   
1,021
      
(215
)
Retained earnings
    
180,721
      
196,617
  
Total Shareholders' Equity
    
686,326
      
722,940
  
Total Liabilities and Shareholders' Equity
  
$
915,555
    
$
915,526
  


PERION NETWORK LTD. AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
 
 
  
Three months ended
    
Nine months ended
  
 
  
September 30,
    
September 30,
  
 
  
2025
    
2024
    
2025
    
2024
  
 
  
(Unaudited)
    
(Unaudited)
    
(Unaudited)
    
(Unaudited)
  
 
                        
Cash flows from operating activities
                        
Net Income (loss)
  
$
(4,079
)
  
$
2,114
    
$
(15,896
)
  
$
7,673
  
Adjustments required to reconcile net income to net cash provided by operating activities:
                                
Depreciation and amortization
   
4,939
      
3,579
      
12,705
      
12,910
  
Stock-based compensation expense
    
10,174
      
6,220
      
25,255
      
17,325
  
Foreign currency translation
   
(10
)
    
(36
)
    
(78
)
    
(7
)
Accrued interest, net
    
(812
)
    
1,089
      
885
      
3,869
  
Deferred taxes, net
    
3,349
      
134
      
8,796
      
(1,701
)
Accrued severance pay, net
    
(9
)
    
108
      
(856
)
    
(296
)
Restructuring costs
    
-
      
-
      
1,322
      
6,895
  
Gain from sale of property and equipment
    
(3
)
    
(29
)
    
(39
)
    
(37
)
Net changes in operating assets and liabilities
    
(7,664
)
    
3,059
      
(11,968
)
    
(44,031
)
Net cash provided by operating activities
  
$
5,885
    
$
16,238
    
$
20,126
    
$
2,600
  
 
                                
Cash flows from investing activities
                                
Purchases of property and equipment, net of sales
    
(654
)
    
(4,336
)
    
(3,425
)
    
(5,467
)
Capitalized software development costs
    
(785
)
    
-
      
(1,198
)
    
-
  
Investment in marketable securities, net of sales
    
358
      
(2,530
)
    
18,851
      
(821
)
Short-term deposits, net
    
13,891
      
35,399
      
7,603
      
58,111
  
Cash paid in connection with acquisitions, net of cash acquired
    
-
      
-
      
(26,566
)
    
-
  
Net cash provided by (used in) investing activities
  
$
12,810
    
$
28,533
    
$
(4,735
)
  
$
51,823
  
 
                                
Cash flows from financing activities
                                
Proceeds from exercise of stock-based compensation
    
31
      
99
      
67
      
465
  
Payments of contingent consideration
    
-
      
(22,838
)
    
-
      
(54,540
)
Purchase of treasury stock
    
(7,519
)
    
(13,479
)
    
(47,277
)
    
(33,531
)
Repayment of long-term loans
    
(452
)
    
-
      
(452
)
    
-
  
Net cash used in financing activities
  
$
(7,940
)
  
$
(36,218
)
  
$
(47,662
)
  
$
(87,606
)
 
                                
Effect of exchange rate changes on cash and cash equivalents and restricted cash
    
-
      
202
      
462
      
89
  
Net increase (decrease) in cash and cash equivalents and restricted cash
    
10,755
      
8,755
      
(31,809
)
    
(33,094
)
Cash and cash equivalents and restricted cash at beginning of period
    
114,798
      
147,099
      
157,362
      
188,948
  
Cash and cash equivalents and restricted cash at end of period
  
$
125,553
    
$
155,854
    
$
125,553
    
$
155,854
  


PERION NETWORK LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS
In thousands (except share and per share data)
 
   
Three months ended
    
Nine months ended
  
   
September 30,
    
September 30,
  
   
2025
    
2024
    
2025
    
2024
  
   
(Unaudited)
    
(Unaudited)
  
                         
Revenue
  
$
110,461
    
$
102,198
    
$
302,784
    
$
368,709
  
Traffic acquisition costs and media buy
    
59,486
      
54,572
      
164,539
      
211,124
  
Contribution ex-TAC
  
$
50,975
    
$
47,626
    
$
138,245
    
$
157,585
  

   
Three months ended
    
Nine months ended
  
   
September 30,
    
September 30,
  
   
2025
    
2024
    
2025
    
2024
  
   
(Unaudited)
    
(Unaudited)
  
                         
GAAP Loss from Operations
  
$
(4,930
)
  
$
(2,810
)
  
$
(25,323
)
  
$
(7,214
)
Stock-based compensation expenses
    
10,174
      
6,220
      
25,255
      
17,325
  
Retention and other acquisition related expenses
    
1,872
      
427
      
6,203
      
3,936
  
Unusual legal costs
    
21
      
-
      
775
      
-
  
Change in fair value of contingent consideration
   
-
      
-
      
-
      
1,541
  
Amortization of acquired intangible assets
    
4,311
      
3,009
      
10,941
      
11,354
  
Restructuring costs
    
-
      
-
      
1,322
      
6,895
  
Depreciation
    
628
      
570
      
1,764
      
1,556
  
Adjusted EBITDA
  
$
12,076
    
$
7,416
    
$
20,937
    
$
35,393
  


PERION NETWORK LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS
In thousands (except share and per share data)
 
   
Three months ended
    
Nine months ended
  
   
September 30,
    
September 30,
  
   
2025
    
2024
    
2025
    
2024
  
   
(Unaudited)
    
(Unaudited)
  
                         
GAAP Net Income (loss)
  
$
(4,079
)
  
$
2,114
    
$
(15,896
)
  
$
7,673
  
Stock-based compensation expenses
    
10,174
      
6,220
      
25,255
      
17,325
  
Amortization of acquired intangible assets
    
4,311
      
3,009
      
10,941
      
11,354
  
Retention and other acquisition related expenses
    
1,872
      
427
      
6,203
      
3,936
  
Unusual legal costs
    
21
      
-
      
775
      
-
  
Change in fair value of contingent consideration
   
-
      
-
      
-
      
1,541
  
Restructuring costs
    
-
      
-
      
1,322
      
6,895
  
Foreign exchange losses (gains) associated with ASC-842
    
367
      
255
      
1,958
      
90
  
Revaluation of acquisition related contingent consideration
    
360
      
-
      
360
      
-
  
Taxes on the above items
    
(502
)
    
(168
)
    
(1,058
)
    
(969
)
Non-GAAP Net Income
  
$
12,524
    
$
11,857
    
$
29,860
    
$
47,845
  
                                 
Non-GAAP diluted earnings per share
  
$
0.28
    
$
0.23
    
$
0.64
    
$
0.94
  
                                 
Shares used in computing non-GAAP diluted earnings per share
    
45,542,068
      
50,504,041
      
46,518,302
      
50,859,984
  


PERION NETWORK LTD. AND ITS SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP RESULTS
In thousands (except share and per share data)
 
   
Three months ended
    
Nine months ended
  
   
September 30,
    
September 30,
  
   
2025
    
2024
    
2025
    
2024
  
   
(Unaudited)
    
(Unaudited)
  
                         
Net cash provided by operating activities
  
$
5,885
    
$
16,238
    
$
20,126
    
$
2,600
  
Purchases of property and equipment, net of sales
    
(654
)
    
(4,336
)
    
(3,425
)
    
(5,467
)
Capitalized software development costs
    
(785
)
    
-
      
(1,198
)
    
-
  
Free cash flow
  
$
4,446
    
$
11,902
    
$
15,503
    
$
(2,867
)
Purchase of property and equipment related to our new corporate headquarter office
    
346
      
4,142
      
2,625
      
4,323
  
Portion of the cash payment of contingent consideration in excess of the acquisition date fair value
    
-
      
1,182
      
-
      
10,824
  
Adjusted free cash flow
  
$
4,792
    
$
17,226
    
$
18,128
    
$
12,280