UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20212023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ___________

For the transition period from _____ to _____

Commission File No. 000-51694

Perion Network Ltd.


(Exact Name of Registrant as specified in its charter)

N/A


(Translation of Registrant’s name into English)

Israel


(Jurisdiction of incorporation or organization)

26 HaRokmim Street


Holon, Israel 5885849


(Address of principal executive offices)

Maoz Sigron, Chief Financial Officer


 
Tel: +972-73-3981582; Fax: +972-3-644-5502


 
26 HaRokmim Street


 
Holon, Israel 5885849


(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Ordinary shares, par value NIS 0.03 per share

PERI

Nasdaq Global Select Market


Securities registered or to be registered pursuant to Section 12(g) of the Act.

None


(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None


(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.

As of December 31, 2021,2023, the Registrant had outstanding 43,696,72347,991,344 ordinary shares, par value NIS 0.03 per share (excluding treasury shares).


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities ActAct.

Yes  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange ActAct.

Large accelerated filer

Accelerated filer

Non-accelerated filer ☐

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒

International Financial Reporting Standards as issued by
the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ☒

2



PRELIMINARY NOTESINTRODUCTION
 
Terms
 
As used herein, and unless the context suggestsuggests otherwise, the terms “Perion,” “Company,” “we,” “us” or “ours” refer to Perion Network Ltd. and subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. This annual report on Form 20-F contains translations of certain NIS amounts into U.S. dollars at specified rates solely for your convenience. These translations should not be construed as representations by us that the NIS amounts actually represent such U.S. dollar amounts or could, at this time, be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, we have translated NIS amounts into U.S. dollars at an exchange rate of NIS 3.1103.627 to $1.00, the representative exchange rate reported by the Bank of Israel on December 31, 2021.2023.

This Annual Report contains estimates, projections and other information concerning our industry and our business, as well as data regarding market research, estimates and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Cautionary Statement Regarding Forward-Looking Statements” and Item 3.D. “Risk Factors” in this Annual Report.

Changes in Share Capital
 
On August 26, 2018, following the approval of a special general meeting of our shareholder held on August 2, 2018, the Company executed a 3-to-1 reverse share split of the Company’s ordinary shares, such that each three ordinary shares, par value NIS 0.01 per share, have been consolidated into one ordinary share, par value NIS 0.03. Unless otherwise indicated, all of the share numbers and the option numbers in this Form 20-F have been adjusted, on a retroactive basis, to reflect this 3-to-1 reverse share split.
 
Forward-Looking StatementsCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
This annual reportAnnual Report on Form 20-F contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our, or our industries’ actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential” or “continue” or the negative of such terms and other comparable terminology.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially from our current expectations. All forward-looking statements included in this report are based on information available to us on the date of this report. Except as required by applicable law, we undertake no obligation to update or revise any of the forward-looking statements after the date of this annual report on Form 20-F to conform those statements to reflect the occurrence of unanticipated events, new information or otherwise.
 
3

You should read this annual report on Form 20-F and the documents that we reference in this report completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we currently expect.
 
Factors that could cause actual results to differ from our expectations or projections include certain risks, including but not limited to the risks and uncertainties relating to our; business, intellectual property, industry and operations in Israel, as described in this annual report on Form 20-F under Item 3.D. – “Key Information – Risk Factors.” Assumptions relating to the foregoing, involve judgment with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. In light of the significant uncertainties, inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for our management to predict all risks, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements.
 
3

We obtained statistical data, market data and other industry data and forecasts used in preparing this annual report from market research, publicly available information and industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data, and we do not make any representation as to the accuracy of the information.
 
Our estimates and forward-looking statements may be influenced by factors including:
 
Our search advertising solution depends heavily upon revenue generated from our agreement with Microsoft, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations.
The generation of search advertising revenue through publishers is subject to competition. If we cannot compete effectively in this market, our revenue is likely to decline.
In order to receive advertising-generated revenue from our search providers, we depend, in part, on factors outside of our control.
Should the methods used for the distribution of our search solution, be blocked, constrained, limited, materially changed, based on a change of policies, technology or otherwise (as has happened in the past), or made redundant by any of our search engine providers, our ability to generate revenue from our search activity could be significantly reduced.
Should the providers of platforms, particularly browsers, further block, constrain or limit our ability to offer or change search properties, or materially change their policies, technology or the way they operate, our ability to generate revenue from our search activity could be significantly reduced.
Our advertising customers comprised of brands, advertising agencies, DSPs and SSPs may reduce or terminate their business relationship with us at any time. If customers representing a significant portion of our revenue reduce or terminate their relationship with us, it could have a material adverse effect on our business, financial condition and results of operations.operation.
 
Large and established internet and technology companies, such as Google, FacebookMeta, Apple and Amazon, play a substantial role in the digital advertising market and may significantly harm our ability to operate in this industry.
 
If the demand for digital advertising does not continue to grow or customers do not embrace our solutions, it could have a material adverse effect on our business and results of operation.
Due to our evolving business model and rapid changes in the industry in which we operate and the nature of services we provide, it is difficult to accurately predict our future performance and may be difficult to increase revenue or profitability.
We depend on supply sources to provide us with advertising inventory in order for us to deliver advertising campaigns in a cost-effective manner. We also depend on service providers or partners who provide us with critical products and services.
4

Non-compliance with industry self-regulation could negatively impact our Display Advertising business, brand and reputation.
 
The advertising industry is highly competitive. If we cannot compete effectively and overcome the technological gaps in this market, our revenues arerevenue is likely to decline.
If our campaigns are not able to reach certain performance goals or we are unable to measure certain metrics proving achievement of those goals, it could have a material adverse effect on our business
 
Increased availability of advertisement-blocking technologies could limit or block the delivery or display of advertisements by our solutions, which could undermine the viability of our business.
Our search advertising solution depends heavily upon revenue generated from our agreement with Microsoft Bing, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations.
 
Our search advertising revenue business is highly reliant upon a small numberdepends on our ability to collect, use, maintain and otherwise process data, including personal data, and any limitation on the collection, use, maintenance and other processing of publishers, who account forthis data could significantly diminish the substantial majority of pay-outs to publishers and generate mostvalue of our revenues. solutions and cause us to lose customers, revenue and profit.
If we weredo not continue to lose all or a significant portion of those publishers,innovate and provide high-quality advertising solutions and services, we may not remain competitive, and our revenuesbusiness and results of operations wouldcould be materially adversely affected.
 
ShouldOur growth depends in part on the providerssuccess of platforms, particularly browsers, further block, constrain or limit our ability to offer or change search properties, or materially change their guidelines, technology or the way they operate, our ability to generate revenues from our users’ search activity could be significantly reduced.relationships with advertising agencies, and third-party DSPs and SSPs.
 
The global COVID-19 health pandemic has hadOur products are dependent on the platform terms of use and still has an ongoing adverse effectpolicies that are subject to changes out of our control.
Global economic and could potentially severely affect, our business, results of operationsmarket conditions and financial condition due to impacts on our industry, as well as impacts from remote work arrangements, actions taken to contain the virus or treat itsby our customers, suppliers and other business partners in markets in which we operate might materially adversely impact and the speed and extent of the recovery.us.
 
A loss of the services of our senior management and other key personnel could adversely affect execution of our business strategy.
4

Competition for highly skilled technical and other personnel in Israel is intense, and as a result we may fail to attract, recruit, retain and develop qualified employees, which could materially and adversely impact our business, financial condition and results of operations.
 
We have acquired and may continue to acquire other businesses. These acquisitions divert a substantial part of our resources and management attention and could in the future, adversely affect our financial results.
 
Our share price has fluctuated significantly and could continue to fluctuate significantly.
 
Our business could be negatively affected as a result of actions of activist shareholders, and such activism could impact the trading value of our securities.
Our business and financial performance may be materially adversely affected by information technology issues, data breaches, cyber-attacks and other similar incidents, as well as insufficient cybersecurity and other business disruptions.
 
If we fail to detect or prevent fraudulent, suspicious traffic or other invalid traffic or engagement with our ads, or otherwise prevent against malware intrusions, we could lose the confidence of our advertisers, damage our reputation and be responsible to make-good or refund demands, which would cause our business to suffer.
 
We depend on third partythird-party service providers, suppliers and vendors, such as internet, telecommunication, data center, cloud computing and hosting providers, to operate our platforms, websites and services. Temporary failure of these services, including catastrophic or technological interruptions, would materially reduce our revenuesrevenue and damage our reputation, and securing alternate sources for these services could significantly increase our expenses and be difficult to obtain.
 
5


Regulatory, legislative, or self-regulatory developmentsOur business depends on our ability to collect, use, maintain and otherwise process data, including personal data, to help our clients deliver advertisements and to disclose data relating to the performance of advertisements. Any limitation imposed on our collection, use, maintenance or other processing of this data could significantly diminish the value of our solution and cause us to lose sellers, buyers, and revenue. Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, e-commerce and internet advertising privacy and data collection and protection, and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations threaten our ability to collect, use, maintain and otherwise process this data, could harm our business and subject us to significant costs and legal liability for non-compliance.
 
Our proprietary information, technology and other intellectual property may not be adequately protected and thus our technologyintellectual property may be unlawfully copied by or disclosed to other third parties.
 
Our business isrelies significantly reliant on the North American market. Any material adverse change in that market could have a material adverse effect on our results of operations.
 
Our business may be materially affected by changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these policies, or the uncertainty surrounding their potential effects, could adversely affect our results of operations.operations and share price.
 
Political, economic and military instability in the Middle East and specifically in Israel may impede our ability to operate and harm our financial results. Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and elsewhere in the region, and Israel’s war against them, may adversely affect our operations which would lead to a decrease in revenues.
 
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Annual Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
5
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments. 
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TABLE OF CONTENTS

 Page
3
3
Presentation of Financial and Other Information
10
710
710
710
[RESERVED]10
A.Selected Financial Data
10
B.          Capitalization and Indebtedness10
C.          Reasons for the Offer and Use of Proceeds10
D.          Risk Factors10
3444
A.         History and Development of the Company
44
B.          Business Overview45
C.          Organizational Structure58
D.          Property, Plants and Equipment58
4759
4759
A.          Operating Results59
B.          Liquidity And Capital Resources62
C.          Research, Development, Patents and Licenses, Etc.64
D.          Trend Information64
E.          Critical Accounting Estimates66
5768
A.          Directors and Senior Management68
B.          Compensation71
C.          Board Practices74
D.          Employees77
E.          Share Ownership78
F.           Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation79

7

6980
A.          Major Shareholders80
B.          Related Party Transactions81
C.          Interests of Experts and Counsel81
7181
A.          Consolidated Statements and Other Financial Information81
B.          Significant Changes82
7182
A.          Offer and Listing Details82
B.          Plan of Distribution82
C.          Markets82
D.          Selling Shareholders82
E.          Dilution82
F.           Expenses of the Issue82
82
A.          Share Capital82
B.          Memorandum and Articles of Association82
C.          Material Contracts82
D.          Exchange Controls83
E.          Taxation83
F.           Dividends and Paying Agents91
G.          Statement by Experts91
H.          Documents on Display92
I.           Subsidiary Information92
J.           Annual Report to Security Holders92
71
8192
8293

8

93
82
93
8293
93
94
82
83
83
94
83
94
83
94
8495
84
95
8495
95
96
84
85
85
96
PART III96
8596
97
8597
97
98
Item 19.Exhibits8698
F-1

69


PART I
 
ITEM 1.          IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 
Not applicable.
 
ITEM 2.          OFFER STATISTICS AND EXPECTED TIMETABLE
 
Not applicable.
 
ITEM 3.          KEY INFORMATION
 
A.          
A.SELECTED FINANCIAL DATA
 
Reserved.
 
B.          
B.CAPITALIZATION AND INDEBTEDNESS
 
Not applicable.
 
C.          
C.REASONS FOR OFFER AND USE OF PROCEEDS
 
Not applicable.
 
D.          
D.RISK FACTORS
 
We are subject to various risks and uncertainties relating to or arising out of the nature of our business and general business, economic, financial, legal and other factors or conditions that may affect us. We believe that the occurrence of any one or some combination of the following factors could have a material adverse effect on our business, financial condition, cash flows and results of operations.
 
Risks Related to our Search Business
Our search advertising solution depends heavily upon revenue generated from our agreement with Microsoft, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations.
We are highly dependent on our search services agreement with Microsoft Irelands Operations Limited. (“Microsoft”). We entered into our first agreement with Microsoft in 2010. In November 2020, we entered into a renewed agreement with Microsoft effective as of January 1, 2021 and in effect until December 31, 2024 (the “Microsoft Agreement”). In 2022, our search advertising business Unit, CodeFuel, was named by Microsoft Advertising the “Global Supply Partner of the Year”. The Microsoft Agreement accounted for 37%, 35% and 34% of our revenue, in 2021, 2022 and 2023, respectively.
If the Microsoft Agreement is terminated, expires or is substantially amended on terms not favorable to us, we would experience a material decrease in our search advertising revenue and profits and would be forced to seek additional or alternative search provider services, at less competitive terms or accelerate the business we have with such search providers. In the first quarter of 2024, we experienced a decline in our search advertising activity, attributable to changes in advertising pricing and mechanisms implemented by Microsoft in its search distribution marketplace. These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners. These changes contributed to decreased search volume. Our results of operations were negatively impacted as a result in the first quarter of 2024 and we expect an adverse impact on our results of operations in the future. Only a few companies in the market provide internet search and search advertising services similar to those provided by Microsoft, such as Google and Yahoo. Such companies are substantially the only participants in western markets, and their competitors do not offer as much coverage through sponsored links or searches. If we fail to quickly locate, negotiate and finalize alternative arrangements or otherwise expedite current operations we have with such alternative search providers, or if we do, but the alternatives do not provide for terms that are as favorable as those currently provided and utilized, we would experience a material reduction in our revenue and, in turn, our business, financial condition and results of operations would be adversely affected.
The generation of search advertising revenue through publishers is subject to competition. If we cannot compete effectively in this market, our revenue is likely to decline.
We obtain a significant portion of our revenue through the configuration of our search service as the default search provider during the download and installation of our publishers’ products and/or use by their services of our search offering and the subsequent searches performed by the users thereof. In both 2022 and 2023, the top five publishers distributing our search services accounted for approximately 11% of our revenue. There can be no assurance that our current publishers will continue utilizing our revenue-generating monetization services at the levels they did in the past or at all or on terms not less favorable to us. Additionally, traffic from low-quality sources, including websites with irrelevant content or poor user engagement have impacted and may negatively impact the effectiveness of our search advertising. The loss of a substantial portion of our relationships with our publishers, or a substantial reduction in their level of activity, could cause a material decline in our revenue and profitability.
10

To achieve these goals, we heavily rely on third-party publishers to distribute and/or implement our search offering as a value-added component of their own offerings at a price sufficient to drive acceptable margins. We are therefore constantly looking for more ways to distribute our search offering through various channels, including through independent distribution efforts of our owned and operated products and services. There are other companies that generate revenue from searches and some of them may have other monetization solutions. The large search engine companies, including Google, Microsoft, Yahoo and others, have become increasingly aggressive in their own search service offerings. In addition, we need to continuously maintain the technological advantage of our platform, products and other services in order to attract publishers to our offerings. If the search engine companies engage in more direct relationships with publishers or we are unable to maintain the technological advantage to service our publishers, we may lose both current and potential new publishers and our ability to generate revenue will be negatively impacted.
In order to receive advertising-generated revenue from our search providers, we depend, in part, on factors outside of our control.
The amount of revenue we receive from search providers depends upon a number of factors outside of our control, including the amount such search providers charge for advertisements, the efficiency of the search provider’s system in attracting advertisers and syndicating paid listings in response to search queries, and parameters established by such search provider regarding the number and placement of paid listings displayed in response to search queries. In addition, search providers analyze the relative attractiveness (to their advertiser) of clicks on paid listings from searches performed on or through our search assets, and these judgments factor into the amount of revenue we receive. Changes in the efficiency of a search providers’ paid listings network, in its judgment about the relative attractiveness of clicks on paid listings or in the parameters applicable to the display of paid listings, which could come about for a number of reasons, including general market conditions, competition, inventory availability or policy and operating decisions made by Microsoft or other search providers, have impacted our business and could have an adverse effect on our business, financial condition and our results of operations. In the first quarter of 2024, we experienced a decline in our search advertising activity, attributable to changes in advertising pricing and mechanisms implemented by Microsoft in its search distribution marketplace. These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners. These changes contributed to decreased search volume. For additional information see also the Risk Factor titled - “Our search advertising solution depends heavily upon revenue generated from our agreement with Microsoft, and any adverse change in that agreement could adversely affect our business, financial condition and results of operations.”
Should the methods used for the distribution of our search solution, be blocked, constrained, limited, materially changed, based on a change of policies, technology or otherwise (as has happened in the past), or made redundant by any of our search engine providers, our ability to generate revenue from our search activity could be significantly reduced.
Agreements with search providers, such as our agreements with Microsoft and Yahoo, require compliance with certain policies promulgated by them for the use of the respective brands and services, including the manner in which paid listings are displayed within search results, as well as the establishment of policies to govern certain activities of third parties to whom the search services are syndicated, including the manner in which those third parties can acquire new users and drive search traffic. Subject to certain limitations, search partners may unilaterally update their policies, which could, in turn, require modifications to, or prohibit and/or render obsolete certain of our search solutions, products, services and practices, which could be costly to address or otherwise have an adverse effect on our business, our financial condition and results of operations. Noncompliance with the search partners’ policies, whether by us or by third parties to which we syndicate paid listings or by the publishers through whom we secure distribution arrangements could, if not cured, result in such companies’ suspension of some or all of their services to us, or to the websites of our third-party publishers, or the reimbursement of funds paid to us, or the imposition of additional restrictions on our ability to syndicate paid listings or distribute our search solution or the termination of the search distribution agreement by our search partners.
Our search providers have changed these policies with respect to method of distribution, quality of traffic sources, homepage resets, and default search resets as well as other matters numerous times in the past, having negative revenue implications for us. Since then, both companies have continued changing the policies governing their relationship with search partners like us. Should any of our large partnerships be deemed non-compliant, blocked or partner with another provider, it could be difficult to replace the revenue generated by that partnership and we would experience a material reduction in our revenue and, in turn, our business, financial condition and results of operations would be adversely affected.
Should the providers of platforms, particularly browsers, further block, constrain or limit our ability to offer or change search properties, or materially change their policies, technology or the way they operate, our ability to generate revenue from our search activity could be significantly reduced.
As we provide our services through the internet, we rely on our ability to work with different internet browsers. The internet browser market is extremely concentrated with Google’s Chrome, Safari, Microsoft Edge and Mozilla’s Firefox, accounting for over 93% of the desktop browser market in 2023, with Google’s Chrome alone accounting for over 64%, based on StatCounter reports as of March 2024. In the past years, internet browser providers such as Google and Microsoft made changes and updated their policies and technology in general, and specifically those relating to change of search settings. Each such change limits and constrains our ability to offer or change search properties. In addition, the desktop operating system market is very concentrated as well, with Microsoft Windows dominating over 68% of the market in 2023, and Apple MacOS accounting for more than 18% of the market, based on StatCounter reports. In June 2018, Google limited the ability to install Chrome browser extensions only from within the Chrome Web Store. Some of these changes limited our ability to ensure that users’ browser settings were optimally compatible with our services. If Microsoft, Google, Apple or other companies that provide internet browsers, operating systems or other platforms were to further restrict, discourage or otherwise hamper companies, like us, from offering or changing search services, this would continue to cause a material adverse effect on our revenue and our financial results.
11

Currently most users access the internet through mobile devices, while a substantial part of our search revenue generation and services are currently not widely spread on mobile platforms. Also, web-based software and similar solutions impact the attractiveness of downloadable software products.
Historically, the market for search services for desktop computers has accounted for a substantial part of our search revenue. In recent years, there has been a trend towards shifting internet usage from desktop computers to mobile devices such as mobile phones, tablets, etc. While in 2016 desktop worldwide market share was 54.09% it declined over the years and stood at 43.72% in 2023, based on StatCounter reports. On the other hand, mobile worldwide market share in 2016 was 45.91% rising over the years and stood at 56.28% in 2023, based on StatCounter reports. If this trend towards using mobile devices accelerates and desktop usage further declines, our search offerings will become less relevant and may fail to attract publishers and web traffic. In addition, even if consumers do use our services, our revenue growth will still be adversely affected if we do not rapidly and successfully implement adequate revenue-generating models for mobile platforms to respond to such decline in desktop usage.
Web (or “cloud”) based software and similar solutions do not require the user to download software to their device and thus provide a very portable and accessible alternative to downloadable software. While there are advantages and disadvantages to each method and system and the markets for each of them remain large, the market for web-based systems is growing at the expense of downloadable software. Should this trend accelerate faster than our partners’ ability to provide differentiating advantages in their downloadable solutions, this could result in fewer downloads of their products and lower search revenue generated through the use of these products. See Item 4.B. “Business Overview—Competition” for additional discussion of our competitive market.
Our software or provision of search services or advertising is occasionally blocked by software or utilities designed to protect users’ computers, thereby causing our business to suffer.

Some third parties, such as anti-virus software providers, categorize some of our products and offerings as promoting or constituting “malware” or “spamming,” or unnecessarily changing the user’s computer settings. As a result, our software, the software of our publishers, provision of search services or advertising is occasionally blocked by software or utilities designed to detect such practices. If this problem increases or if we are unable to detect and effectively reverse such categorization of our products and offerings, we may lose both existing and potential new users and our ability to generate revenue will be negatively impacted.
Risks Related to our Business and Industry
 
Our advertising customers comprised of brands, advertising agencies, DSPs and SSPs may reduce or terminate their business relationship with us at any time. If customers representing a significant portion of our revenue reduce or terminate their relationship with us, it could have a material adverse effect on our business, financial condition and results of operation.
 
We generally do not enter into long-term contracts with our advertising customers, which include brands, demand side partners, advertising agencies, and supply side partners, and such customers do business with us on a non-exclusive basis. In most cases, our customers may terminate or reduce the scope of their agreements with little or no penalty or notice. Accordingly, our business is highly vulnerable to adverse economic conditions, market evolution, development of new or more compelling offerings by our competitors and development by our advertising customers of in-house replacement services. Any reduction in spending by, or loss of, existing or potential advertisers would negatively impact our business, financial conditions and results of operation.

Furthermore, the discretionary, non-exclusive nature of our relationships with advertising customers subjectsubjects us to increased pricing pressure. Although we believe our rates are competitive, our competitors may be able to offer more favorable pricing or other advantageous terms. In light of the above factors, we seek to diversify our offerings and, as part of our strategy, provide our customers with different advertising solutions and constantly adapt our relationship with our customers to respond to their everchangingever-changing needs. As a result, we may be compelled to reduce our rates, offer other incentives or other more compelling pricing models in order to maintain our current customers and attract new customers. If a significant number of customers are able to compel us to charge lower rates or provide rate concessions or incentives, there is no assurance that we would be able to compensate for such price reductions or conservemaintain our profit margins.
 
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Large and established internet and technology companies, such as Google, FacebookMeta, Apple and Amazon, play a substantial role in the digital advertising market and may significantly harm our ability to operate in this industry.
 
Google, FacebookMeta, Apple and Amazon are substantial players in the digital advertising market and account for a large portion of the digital advertising budgets, along with other smaller players. Suchmarket and digital advertising budgets. The high concentration causesin the market subjects us to be subject tothe risk of any unilateral changes theyGoogle, Meta, Apple and Amazon may make with respect to advertising on their respective platforms, whichlucrative platforms. These changes may significantly harm our ability to operate in this industry and we could be more lucrative than alternative methods of advertising or partnerships with other publishers that are not subjectlimited in our ability to respond and adjust to such changes. Furthermore, we could have limited ability to respond to, and adjust for, changes implemented by such players.
 
These companies, along with other large and established internet and technology companies, may also leverage their power to make changes to their web browsers, operating systems, platforms, networks or other products or services in a wayways that impactsimpact the entire digital advertising marketplace.

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GoogleGoogle’s Chrome internet browser supports the “Better Ads Standards” implemented by the Coalition for Better Ads, an industry body formed by leading international trade associations and companies involved in online media (in which our subsidiary, Undertone, is also a member), and removes all ads from certain sites that violate this standard. In addition, in March 2021, Google announced the phase-out support forthat it will begin phasing out third-party cookies in Chrome (whichby disabling them for 1% of users starting in Q1 2024 and ramping up to 100% of users in the third quarter in 2024. Google also announced its initiative to avoid sharing a user's real IP address with third parties (a proposal called “IP Protection”), which could hamper geo-targeting for advertisements or make it impossible. The IP Protection initiative is expected to come into effectstill in 2023). its early phases and has yet been implemented in any browser.
Moreover, the leading mobile operating systems, including Apple iOS and Google Android, have implemented, orand may plan to further implement, advertising and targeting restrictions within applications running on their platforms.
 
 This,These changes, together with other advertisement-blocking technologies incorporated in or compatible with leading internet browsers and operating systems, could impact our (as well as those of our competitors) advertising business. These changes could materially impact the way we do business, and if we or our advertisers and publishers are unable to quickly and effectively adjust and provide solutions to those changes, there could be an adverse effect on our revenue and performance.
 
The concentration of large companies within the industry and consolidation among participants within the digital advertising market could have a material adverse impact on our business, financial condition and results of operations.
 
The digital advertising industry has experienced substantial evolution and consolidation in recent yearsthe past and we expect this trend to continue, increasing the capabilities and competitive posture of larger companies, particularly those that are already dominant in various ways, and enabling new or stronger competitors to emerge.
We are currently able to serve, track and manage advertisements on a variety of networks and websites for our customers as well as for our own operations, on a variety of networks and websites.operations. The consolidation trend could substantially harm our ability to operate if such consolidatedlarger companies decide not to permit us to serve, track or manage advertisements on their websites and/or on our properties, if they develop ad placement systems that are incompatible with our ad serving capabilities or if they use their market power to force their customers to use certain vendors on their networks or websites and/or on our properties.
 
Certain of our primary advertisers and publishers are owned, affiliated with or controlled by a small number of large holding companies. If any of these holding companies decide to reduce, amend or terminate their business relationship with us for any reason, and/or in case there is a rapid and/or significant decline in inventory available to us, it may lead to a material adverse impact on our business, financial conditions and results of operation.
 
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If the demand for digital advertising does not continue to grow or customers do not embrace our solutions, thisit could have a material adverse effect on our business financial conditionand results of operation.
 
A substantial portion of our advertising revenue is derived from the sale of our digital advertising solutions and we have made significant investments in our ability to deliver different types of advertisements on diverse digital channels, including high impacthigh-impact advertising, video advertising, CTVconnected TV (“CTV”), interactive TV (“iCTV”) and iCTVdigital out-of-home (“DOOH”), which are compatible on multiplemany devices and channels as well as different content monetization solutions for which we partneredpartner with advertising networks in order to be able to serve ads on our properties as well properties of our publishers. Nonetheless, (i) if customers do not embrace ourmay prefer other solutions than ours, (ii) if our integration with advertising networks is not successful,may be unsuccessful, (iii) if there ismay be a reduction in general demand for digital advertising or in spend for certain channels or solutions, (iv) advertising customers may pay less or (iv) ifexclude supply inventory on publishers websites that are “Made for Advertising” or for other reasons, or (v) the demand for our specific solutions and offerings decreases, it may decrease, as have impacted us in the past, and could lead to a material adverse impact on our business, financial conditions and results of operation.
 
Due to our evolving business model and rapid changes in the industry in which we operate and the nature of services we provide, it is difficult to accurately predict our future performance and may be difficult to increase revenue or profitability.
 
As the digital advertising ecosystem is dynamic, seasonal and challenging,subject to shifts in spending trends, it is hard to predict our future performance, particularly with regard to the effect of our efforts to increase revenue and profitability. Although we diversify our business, there is no assurance that we will not be adversely affected by shifts in advertisers’ spending. If we are unable to continuously improve our systems and processes, adapt to the changing and dynamic needs of our customers or align our expenses with our revenue level, it will impair our ability to be compelling and profitable.may adversely affect our business and profitability.
 
In addition, we may experience in the future an overall decline in advertising spendspending and demand for our solutions as a result of which we may experience revenueenhanced competition, decrease due to competition,in market demand, or other factors, which could influence our ability to respond to industry developmentsmacroeconomic conditions, higher rates of global inflation and shifts in order to remain competitive.spending trends. If we are unable to respond to such changes and timely adapt our business model, we may not be able to sustain growth, meet our business targets or achieve or sustain profitability and our business may be adversely affected.
 
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We depend on supply sources to provide us with advertising inventory in order for us to deliver advertising campaigns in a cost-effective manner. We also depend on service providers or partners who provide us with critical products and services.
 
We rely on a diverse set of publishers including direct publishers, advertising exchange platforms, media owners, social networks and other platforms, that aggregate advertising inventory, to provide us with high-quality digital advertising inventory on which we deliver ads, collectively referred to as “supply sources”. TheOur intelligentHUB (“iHUB”) allows us to optimize utilization of our owned and operated supply, as well as what is available on the open web. Together with that, the future growth of our advertising business will depend, in part, on our ability to maintain, expand and further develop successful business relationships in order to increase the network of our supply sources.
 
Our supply sources typically make their advertising inventory available to us on a non-exclusive basis and are not required to provide any minimum amounts of advertising inventory to us or to provide us with a consistent supply of advertising inventory, at any predetermined price or through real timereal-time bidding. Supply sources often maintain relationships with various sources of demand partners that compete with us, and it is easy for supply sources to quickly shift their advertising inventory among these demand sources,partners, or to shift inventory to new demand sources,partners, without notice or accountability. Supply sources may also seek to change the terms aton which they offer inventory to us, or they may allocate their advertising inventory to our competitors who may offer more favorable economic terms, better solutions andor more advanced technology. Supply sources may also elect to sell all, or a portion, of their advertising inventory directly to advertisers and advertising agencies, or they may develop their own offerings competitive offerings,to ours, which could diminish the demand for our solutions. In addition, significant supply sources within the industry may enter into exclusivity arrangements with our competitors, which could limit our access to a meaningful supply of inventory. As a result of all of these factors, our supply sources may not supplyprovide us with sufficient amounts of high-quality digital advertising inventory in order for us to fulfill the demands of our advertising customers. Some of the supply inventory is known as “Made for Advertising” and is less attractive to or excluded by some of our advertising customers. Restrictions from advertisers, DSPs or SSPs regarding usage of this inventory source have impacted us and could materially adversely impact our operations and revenue.
 
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Additionally, our ability to access advertising inventory in a cost-effective manner may be constrained or affected as a result of a number of other factors, including, but not limited to:
 
Supply sources may impose significant restrictions on the advertising inventory they sell or may impose other unfavorable terms and conditions on the advertisers using their sites or platforms. For example, these restrictions may include frequency caps, prohibitions on advertisements from specific advertisers or specific industries, or restrictions on the use of specific creative content or advertising formats as well as content adjacent restrictions, which would restrain our supply of available inventory.
 
Supply sources that offer online content and mobile applications may shift from an advertising-based monetization method to a pay for content/pay-for-content/services model, thereby reducingallowing users of services to pay a subscription in exchange for not to be shown advertisements. If they elect not to pay, then in order to use the service, the user consents to the processing of their data for advertising purposes. This may reduce available inventory.
 
Social media platforms, such as Meta’s Facebook, may be successful in keeping users within their sites, via products such as Facebook’s Instant Articles which may be competitive to our offerings and solutions. If, as a result, users are not on the open web, online advertising inventory outside of such platforms (including our publisher’spublishers’ and our owned and operated sites) may be reduced or may become less attractive to our advertising customers.
 
Supply sources may be reluctant or unable to adopt certain of our proprietary and unique high-impact, CTV, iCTV and video ad formats for a variety of reasons (such as changes in user preference changes making such ad formats less desirable, or technological limitations, such as connection with header bidding or the ability to transact programmatically), resulting in limited advertising inventory supply for such formats and inhibiting our ability to scale such formats.
 
Similarly, our service providers or partners which provide us with services that are critical to our business could terminate their relationship with us at any time or with minimal notice. Our digital advertising business relies on a number of third-party data, measurement and verification vendors as well as cloud computing and API services.  Should any of these vendors choose to terminate or modify on less favorable terms their relationships with us, and/or if we were to fail to identify and contract with acceptable substitute vendors, we may not be able to offer those of our services that depend on such vendors at the level of quality our customers expect or at all.
Because of these factors, we seek to expand and diversify our supply sources; nonetheless, if we fail to diversify our sources or if our supply sources terminate or reduce our access to their advertising inventory or services, increase the price of inventory or services or place significant restrictions on the sale of their advertising inventory or services, or if platforms or exchanges terminate our access to them and we are unsuccessful in establishing or maintaining our relationships with supply sources on commercially reasonable terms, we may not be able to replace thisthese sources with inventory from other supply sources that satisfy our quality requirements as well as other requirements in a timely and cost-effective manner. If any of these happens, our revenue could decline or our cost of acquiring inventory could increase, which, in turn, could lower our operating margins and materially adversely affect our advertising business. For additional information see also the Risk Factor titled - “The concentration of large companies within the industry and consolidation among participants within the digital advertising market could have a material adverse impact on our business, financial condition and results of operations.”
 
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Our advertisingDisplay business depends on a strong brand reputation, and if we are not able to maintain and enhance our brand, our business and results of operations could be materially adversely affected.
 
Maintaining and enhancing our brands is an important aspect of our efforts to attract and expand our agency, advertiser,demand from brands, advertising agencies, demand side partners (which include third-party DSPs) and publisher base.supply side partners (which include third-party SSPs). We have spent, and expect to continue spending, considerable sums and other resources on the establishment, building and maintenance of our brands, as well as on enhancing market awareness of them. Our brands, however, may be negatively impacted by a number of factors, including but not limited to, fraudulent, inappropriate or misleading content on our own sites and those we operate, as well as on publishers’ sitesinventory on which we serve ads, service outages, product malfunctions, data protection, data privacy and cybersecurity issues, and exploitation of our trademarks by others without our permission. If we are unable to maintain or enhance our brands in a cost-effective manner, our business and operating results could be materially adversely affected.
 
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Non-compliance with industry self-regulation could negatively impact on our Display Advertising business, brand and reputation.
 
In addition to compliance with applicable laws and regulations, we voluntarily participate in industry self-regulatory bodies such as the Network Advertising Initiative, or the NAI, and the Digital Advertising Alliance, or DAA, which promulgate best practices or codes of conduct addressing, inter alia,among other things, data protection, data privacy, cybersecurity and the delivery of digital advertising. Undertone alsoSome of our subsidiaries voluntarily participatesparticipate in several of such trade associations and industry self-regulatory groups, includingsuch as the NAI,Network Advertising Initiative (NAI), and the DAA,Digital Advertising Alliance (DAA), the InternetInteractive Advertising Bureau (IAB) and TAG Certified Against Fraud. If we or Undertoneour subsidiaries are unable to follow and abide by the rules and principles provided by such self-regulatory bodies and/or align the conduct of our business and practices with changes to such rules and principles, we may be subject to investigations by such self-regulatory bodies or other accountability groups, or by our customers and partners as well as users. Handling such actions may require us to devote financial and managerial resources, require us to change our business practices, andor cause damage to our brand, which in turn could materially adversely affect our business, financial condition and results of operations. We also could be adversely affected by new or altered self-regulatory guidelines that are inconsistent with our current practices or in conflict with applicable laws and regulations in the United States, Canada, Europe, Israel and other regions where we do business. If we fail to abide by or are perceived as not operating in accordance with industry best practices or any industry guidelines or codes with regard to data protection, data privacy, cybersecurity or the delivery of digital advertising, our reputation may suffer and we could lose relationships with both buyers and sellers.sellers which may adversely affect our business and results of operations.
 
We may be unable to deliver advertising in a brand-safe environment or protect inventory from receiving unsafe advertising or content, which could harm our reputation and cause our business to suffer.
 
It is important for advertisers that their advertisements are not placed in or near content that is unlawful or would be deemed offensive or inappropriate by their customers, or near other advertisements for competing brands or products. It is equally important for publishers not to have inappropriate content placed within their inventory. While we strive to have  all of our online advertisements appear in a brand-safe environment and all inventory free from inappropriate content, we cannot guarantee that they will be delivered in such an environment. If we are not successful in doing so, our reputationwe may experience reputational damage that could suffer andimpede our ability to attract potential advertisersnew business and retain and expandadditionally could decrease business affairs with existing advertisers could be harmed,and publishers, or  our customers may seek to avoid payment or demand refunds, any of which could harm our business, financial conditionscondition and results of operations.
 
The advertising industry is highly competitive. If we cannot compete effectively and overcome the technological gaps in this market, our revenues arerevenue is likely to decline.
 
We face intense competition in the marketplace.advertising industry. We operate in a dynamic market that is subject to rapid development and the introduction of new technologies, products and solutions, changing branding objectives, evolving customer demands rules, regulations and industry guidelines, all of which affect our ability to remain competitive. There are a large number of digital media companies and advertising technology companies that offer products or services similar to or more compelling than ours and that compete with us for finite advertising budgets and for limited inventory from publishers. Additionally, companies that do not currently compete with us in this space may change their services to be competitive if there is a revenue opportunity, and new or stronger competitors may emerge through consolidations or acquisitions. If our digital advertising platform and solutions are not perceived as competitively differentiated, or if we fail to develop adequately to meet market evolution, or fail to acquire companies to help us overcome the technological gaps in a timely manner and meet the market demands, we could lose customers and market share or be compelled to reduce our prices and harm our operational results.
 
Our reputation is a key factor in our ability to compete successfully. There is no assurance that our ability to compete effectively in the future may not be affected by negative market perception. Because of these factors, we continuously seek to diversify our product suite to respond to the changing needs and interests of our customers to benefit from a variety of different offerings, however, we cannot guarantee that we will always be able to accommodate such needs, that such efforts wouldwill yield the expected revenue or that we will adapt quickly enough (and/or(or in a cost effectivecost-effective manner) to evolving changes in the industry in which we operate and related regulations, technologies, applications and devices, which could adversely impact our reputation, and, in turn, our business, financial condition and results of operations.
 
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Our advertising business is susceptible to seasonality, unexpected changes in campaign size and prolonged cycle time, which could affect our business and results of operations.
 
The revenue offrom our advertising business is affected by a number of factors, including:
 
Historically, in most cases our advertising business has experienced the lowest revenue levels in the first quarter and the highest revenue levels in the fourth quarter, with the second and third quarters being slightly stronger than the first quarter (except for 2020 as a result of the initial effect of COVID-19);
quarter;
 
Product and serviceOur advertising solutions revenue are influenced by political advertising in the US, which generally occurs every two years;
 
In any single period, product and serviceour advertising solutions revenue and delivery costs are subject to significant variation based on changes in the volume and mix of deliveries performed during such period;
 
Revenues areRevenue is subject to the changes of brand marketing trends, including when and where brands choose to spend their money in a given year;
 
Advertising customers generally retain the right to supplement, extend, or cancel existing advertising orders at any time prior to their completion,delivery, and we have no control over the timing or magnitude of these revenue changes; and
 
Relative complexity of individual advertising formats, and the length of the creative design process.
 
As a result, in most cases, our profit from these operations is seasonal, with the fourth quarter being the major contributor to our profits and the first quarter possibly resulting in a loss.the lowest profit.
 
If our campaigns are not able to reach certain performance goals or we are unable to measure certain metrics proving achievement of those goals, thisit could have a material adverse effect on our business.
 
Our advertising clients expect and often demand that our advertising campaigns achieve certain performance levels based on metrics such as in our online business; user engagement, view-ability,view ability, clicks or conversions, or, in our DOOH business; brand awareness, foot traffic, and sales lift to validate their value proposition, particularly as ourwe offer costlier premium advertising services can be costlier.to clients. We may have difficulty achieving or proving these performance levels for a variety of reasons (for example, it may be difficult to track view-abilityview ability on our proprietary high-impact ad units, either directly or through a third-party vendor), which could cause clients to cancel campaigns, not provide repeat business or request make-goods or refunds.
 
Increased availability of advertisement-blocking technologies could limit or block the delivery or display of advertisements by our solutions, which could undermine the viability of our business, financial condition and results of operations.
 
Advertisement-blocking technologies, such as mobile apps or browser extensions that limit or block the delivery or display of advertisements, are currently available for desktop, tablet and mobile users. Further, new browsers and operating systems, or updates to current browsers or operating systems, offer native advertisement-blocking technologies to their users, such as the support ofin Google Chrome infor blocking advertisements from web sites that violate the “Better Ads Standards” established by the Coalition for Better Ads (in which Undertone is a member). Furthermore, users can employ their own advertisement-blocking client-based technology or use a browser that blocks advertisements. As such technologies or practices become widespread, this could have a material adverse effect on our business, financial condition and results of operations.
 
Our advertising business depends on our ability to collect, use, maintain and useotherwise process data, including personal data, and any limitation on the collection, use, maintenance and useother processing of this data could significantly diminish the value of our solutions and cause us to lose customers, revenue and profit.
 
In mostmany cases, when we deliver an advertisement, we are often able to collect certain data, including personal data, about the content and placement of the ad, the relevancy of such ad to a user and the interaction of the user with the ad, such as whether the user viewed or clicked on the ad or watched a video. As we collect and aggregate data provided by billions of ad impressions and third-party providers, we analyze the data in order to measure and optimize the placement and delivery of our advertising inventory and provide cross-channel advertising capabilities. Our ability to accesscollect, use, maintain and utilizeotherwise process such data is crucial.
 
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Our publishers or advertisers may decide not to allow us to collect some or all of this data or may limit our use, maintenance or other processing of this data. Additional details regarding limitations on the collection, use, maintenance and useother processing of this data due to existingcurrent and newpotential future laws and regulations are provided below under “Risks Relatedthe Risk Factor titled – “Our business depends on our ability to Regulatory Changes— Regulatory, legislative, or self-regulatory developmentscollect, use, maintain and otherwise process data, including personal data, to help our clients deliver advertisements, and to disclose data relating to the performance of advertisements. Any limitation imposed on our collection, use, maintenance or other processing of this data could significantly diminish the value of our solution and cause us to lose sellers, buyers, and revenue. Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, e-commerce and internet advertising privacy and data collection and protection, and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations threaten our ability to collect, use, maintain and otherwise process this data, could harm our business and subject us to significant costs and legal liability for non-compliance.non-compliance.
 
If we do not continue to innovate and provide high-quality advertising solutions and services, we may not remain competitive, and our business and results of operations could be materially adversely affected.
 
Our success depends on our ability to provide customers with innovative, high-quality advertising solutions and services that foster consumer engagement. We face intense competition in the marketplace and are confronted by rapidly changing technology, evolving industry standards, laws, rules and regulations and consumer needs, and the frequent introduction of new products and solutions by competitors, as well as publishers themselves, that we must adapt and respond to in order to remain competitive. While developments in artificial intelligence (“AI”) in our industry may present significant opportunities to our business, at the same time, such developments may raise unexpected challenges, legal, reputational, ethical or technological, or may not function as expected. For more information on AI-related risks, see the Risk Factor titled – “Any actual or perceived failure to comply with evolving legal and regulatory frameworks around the development and use of AI could adversely affect our business, results of operations, and financial condition.”
Therefore, our continued success depends in part upon our ability to develop new solutions and technologies, enhance our existing solutions and expand the scope of our offerings to meet the evolving needs of the industry. As a result, we must continue to invest significant resources in research and development in order to enhance our technology and our existing solutions and services and introduce new high-quality solutions and services.
 
Our operating results will also suffer if our innovations are not responsive to the needs of our customers, are not appropriately timed with market opportunity or are not effectively brought to market. If we are unable to accurately forecast market demands or industry changes, if we are unable to develop or introduce our solutions and services in a timely manner, or if we fail to provide quality solutions and services that run without complication or service interruptions or do not respond properly to the ever changingever-changing technological landscape, we may damage our brand and our ability to retain or attract customers. As online advertising technologies continue to develop, our competitors may be able to offer solutions that are, or that are perceived to be, substantially similar to or better than those offered by us. Customers will not continue to do business with us if our solutions do not deliver advertisements in an appropriate and effective manner, through a variety of distribution channels and methods, or if the advertising we deliver does not generate the desired results. In addition, advertising customers may find that content made available through our properties is not suitable for their advertising requirements or that our competitors offer content which is more lucrative and relevant to their advertising needs, resulting in reduction of their advertising spend with us. If we are unable to meet these challenges, our business, financial condition and results of operations could be materially adversely affected.

Any actual or perceived failure to comply with evolving legal and regulatory frameworks around the development and use of AI could adversely affect our business, results of operations, and financial condition. Additionally, AI could increase competition in the advertising technology industry.

We leverage new technologies and platforms to improve our products and business effectiveness, including use of AI technologies. We leverage machine learning for campaign delivery and optimization, using real-time analysis to determine the most effective advertisements for specific target audiences, in conjunction with our creative platform. In 2023 we launched WAVE, our Waveform Audio Voice Engine, a generative AI-powered dynamic audio solution that enables advertisers to generate personalized audio advertising messages at scale. Undertone’s SORT®, Smart Optimization of Responsive Traits technology, is a pre-bid technology solution that analyzes all of the non-personal data signals present when a user lands on a page in Undertone’s network and uses its proprietary AI technology to classify them into intent groups. The solution then serves the most relevant ad for that intent group. Our search business model currently relies significantly on third-party search engine results, predominantly those provided by Microsoft Bing and Yahoo. This dependence exposes our operations to the evolving landscape of AI technologies, including ChatGPT, Copilot and Google’s Gemini, which are increasingly integral to these search engines. The Introduction of ChatGPT in November of 2022, along with the launch of other AI platforms such as Gemini (formerly known as Bard) by Alphabet Inc., Google's parent company, Claude by Anthropic, and Grok by X, are anticipated to result in the development of tools that could enhance competition in the advertising technology industry and reduce barriers to entry. These technologies, while holding significant potential for search result accuracy and efficiency, introduce uncertainties that could have negative impacts on our business.

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There are significant risks involved in utilizing AI and no assurances can be provided that our use will enhance our solutions or services or produce the intended results. For example, AI algorithms may be flawed, insufficient, of poor quality, reflect unwanted forms of bias or contain other errors or inadequacies, any of which may not be easily detectable; AI has been known to produce false or “hallucinatory” inferences or outputs; AI can present ethical issues and may subject us to new or heightened legal, regulatory, ethical or other challenges and inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of AI, could impair the acceptance of AI technologies, including those incorporated into our solutions and services. If the AI tools that we create or use are deficient, inaccurate or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results. Additionally, if any of our employees, contractors, vendors or service providers use any third-party AI tools in connection with our business or the services they provide to us, may involve additional risks which may include, without limitation, outputs obtained from such third-party AI tools containing copyrighted content and disclosure of our sensitive, proprietary, confidential or personal information into publicly available or third-party training sets. If we do not have sufficient rights to use the data or other material or content on which the AI tools we use rely, or to use the output of such AI tools, we also may incur liability through the violation of applicable laws and regulations, third-party intellectual property, data protection, data privacy or other rights, or contracts to which we are a party.

The technologies underlying AI and its uses are subject to a variety of laws and regulations, including those related to intellectual property, data protection, data privacy, cybersecurity, consumer protection, competition and equal opportunity, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. The AI legal and regulatory landscape is rapidly evolving, and we are or may become subject to numerous state, federal and foreign laws and regulations governing the use of AI. Implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws and regulations may have on our business.

In the United States and internationally, AI is the subject of evolving review by various governmental and regulatory agencies, including the SEC and the FTC, and changes in laws and regulations governing the use of AI may adversely affect the ability of our business to use or rely on AI and our ability to provide and to improve our solutions and services, may require additional compliance measures and changes to our operations and processes, and may result in increased compliance costs and potential increases in civil claims against us. For example, California and other states have implemented, or are in the process of implementing, laws and regulations that impose obligations on the use of automated decision making. Further, in October 2023, the President of the United States issued an executive order on the Safe, Secure and Trustworthy Development and Use of AI, emphasizing the need for, among other things, transparency, accountability, safety and fairness in the development and use of AI.

In Europe, the European Union (“EU”) the European Parliament approved the EU Artificial Intelligence Act (“EU AI Act”), which establishes a comprehensive, risk-based governance framework for regulating AI systems operating in the EU market. The EU AI Act is expected to enter into force in 2024, with the majority of its substantive requirements applying two years later. The current draft of the EU AI Act will apply to companies that develop, use or provide AI systems in the EU market and includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, cybersecurity, accuracy, general purpose AI and foundation models. Additionally, the current draft of the EU AI Act proposes fines for violations of up to the greater of EUR 35 million or 7% of worldwide annual turnover for the prior year. In addition, on September 28, 2022, the European Commission proposed two Directives seeking to establish a harmonized civil liability regime for AI in the EU, in order to facilitate civil claims in respect of harm caused by AI and to include AI-enabled products within the scope of the EU’s existing strict liability regime. If enacted in its current form or a similar form, the EU AI Act is expected to have a material impact on the way AI is regulated in the EU (and, potentially, globally), together with developing guidance and decisions in this area.

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Our development of proprietary AI technologies and our use of third-party AI tools could result in the risks mentioned above and additional risks to our business deriving from, or associated with, existing or upcoming AI-related laws and regulations such as the EU AI Act, enforcement actions related to AI, or court precedents involving AI. We may not be able to anticipate how to respond to these rapidly evolving laws and regulations, and we may need to expend resources to adjust our offerings in certain jurisdictions if the legal and regulatory frameworks are inconsistent across jurisdictions. Furthermore, because AI itself is highly complex and rapidly developing, it is not possible to predict all of the legal or regulatory risks that may arise relating to the use of AI. If laws and regulations relating to AI are implemented, interpreted or applied in a manner inconsistent with our current practices or policies, such laws and regulations may adversely affect our use of AI and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition.
 
Sales efforts with advertisers and adadvertising agencies require significant time and expense and may ultimately be unsuccessful.
 
Contracting with new advertisers and adadvertising agencies requires substantial time and expenses, and we may not be successful in establishing new relationships or in maintaining current relationships. It is often difficult to identify, engage, and market to potential advertising customers who are unfamiliar with our brand or services, and we may spend substantial time and resources educating customers about our unique offerings, including providing demonstrations and comparisons against other available solutions, without ultimately achieving the desired results. In addition, there has been commoditization of services provided in digital advertising, resulting in margin pressure. Furthermore, many of our advertising clients’ purchasing and design decisions generally require input from multiple internal and external parties of these clients, requiring that we identify those involved in the purchasing decision and devote a sufficient amount of time to present our services to each of those decision-making individuals. We may not be able to reduce our sales and marketing expenses to correspond proportionately to periods of reduced revenue. If we are not successful in streamlining our sales processes with potential clients in a cost-effective manner, or if our efforts are unsuccessful, our ability to grow our business may be adversely affected.

Our growth depends in part on the success of our relationships with advertising agencies.agencies, and third-party DSPs and SSPs. 
 
While we work with some brand advertisers directly, our primary advertising customers are advertising agencies, third-party DSPs and SSPs who are paid by their brand or other advertiser customers to develop their media plans. TheSuch agencies, DSPs and SSPs in turn, contract with third parties, like us, to execute and fulfill their brands’ advertising campaigns. As a result,our future growth will depend, in part, on our ability to enter into and maintain successful business relationships with advertising agencies.agencies, third-party DSPs and SSPs.  
 
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Identifying advertising agencies, third-party DSPs and SSPs, engaging in sales efforts, and negotiating and documenting our agreements with advertising agencies, DSPs and SSPs require significant time and resources. These relationships may not result in additional brand or other advertiser customers or campaigns for our business, and may not ultimately enable us to generate significant revenue. Our contracts with advertising agencies, DSPs and SSPs are typically non-exclusive and the agenciesthey often work with our competitors or offer competing services or solutions.
 
When working with advertising agencies, third-party DSPs and SSPs to deliver campaigns on behalf of their brand and other advertiser customers, we generally bill the agency, DSP and SSP for our products and services, and in most cases, the brand has no direct contractual commitment to us to make any payments. Furthermore, someWhile we have benefited from our relationships with the advertising agencies, contractually limit their payment obligations to us through sequential liability provisions, whereby the agencyDSPs and SSPs we work with, there is liable for payment if, and only to the extent,no assurance that the agency collects a corresponding payment from the brand on whose behalf our services were rendered. Thesethese circumstances maydo not result in the future in longer collectionscollection periods, increased costs associated with pursuing brands directly for payments, or our inability to collect payments. In summary, if we are unsuccessful in establishing or maintaining our relationships with these advertising agencies, DSPs and SSPs on commercially reasonable terms or if the advertising agencies are unable to effectively collect corresponding payments from the brands, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results could suffer.

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Our products are dependent on the platform terms of use and policies that are subject to changes out of our control.

Most of our products depend upon the platforms’ terms of use and policies (e.g., Google Chrome, Edge, Mozilla, Apple, and Microsoft) which could also affect the terms of use of other platforms in the industry. We do not control these platforms and cannot anticipate changes made to their policies, and as a result, we are subject to risks and uncertainties. These policies, guidelines and terms of service govern the promotion, distribution, content and operation generally of applications and content available through such platforms. Each platform has broad discretion to revise its terms of service, guidelines and policies, and those changes may have an adverse effect on us or our partners’ ability to use and distribute our products.

A platform may also limit the use of personal information and other data for advertising purposes or restrict how users can share information on their platform or across other platforms. If we or our customers were to violate the demand for social advertising does not grow as expected,terms of service, guidelines, certifications or policies, or if a platform believes that we or our solution for advertising through those channels is not competitive, the revenue related to our actionable performance monitoringcustomers have violated, its terms of service, guidelines, certifications or policies, then that platform could decline.limit or discontinue our or our customers’ access. In some cases, these requirements may not be clear and our interpretation of the requirements may not align with that of the platform, which could lead to inconsistent enforcement of these terms of service or policies against us or our customers and could also result in limiting or discontinuing access to such platform.
 
We leverageFurther, these platforms frequently introduce new technology. Our reliance on their technology reduces our control over quality of service and exposes us to potential service outages.
Global economic and market conditions and actions taken by our customers, suppliers and other business partners in markets in which we operate might materially adversely impact us.
Negative conditions in the capabilitiesgeneral economy, including conditions resulting from changes in gross domestic product growth, labor shortages, supply chain disruptions, inflationary pressures, rising interest rates, financial and credit market fluctuations, international trade relations and/or the imposition of trade tariffs, political turmoil, natural disasters, regional or global outbreaks of contagious diseases, such as the COVID-19 pandemic, warfare and terrorist attacks, could cause a decrease in business investments, including spending on advertising, disrupt the timing and cadence of key industry events and otherwise could materially and adversely affect the growth of our actionable performance monitoring SaaS platformbusiness.

Geopolitical risks, including those arising from trade tension and/or the imposition of trade tariffs, terrorist activity or acts of civil or international hostility, are increasing. Similarly, the ongoing military conflict between Russia and Ukraine has had negative impacts on the global economy, including by contributing to offer our customersrapidly rising costs of living (driven largely by higher energy prices) and created uncertainty in the abilityglobal capital markets and is expected to deliver ads on social networks. The future growthhave further global economic consequences, including disruptions of this market could be negatively impacted if consumers decrease the time they spend engaging on social media sites or mobile applications. In addition, the demand for advertising in these channels,global supply chain and the successenergy markets. Further, other events outside of our social solutionscontrol, including natural disasters, climate change-related events, pandemics (such as the COVID-19 pandemic) or health crises may arise from time to time and be accompanied by governmental actions that may increase international tension. Any such events and responses, including regulatory developments, may cause significant volatility and declines in particular,the global markets, disproportionate impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chains), loss of life and property damage, and may be constrained bymaterially and adversely affect the limited flexibility, increased requirements that are associated with advertising in these channels, and the social networks working through independent service providers. As a result, it is difficult to predict the future customer demand for our solution, and there is no guarantee that we will be able to generate significant revenue from our actionable performance monitoring platform. In addition to the foregoing, our actionable performance monitoring platform is dependent on our ability to create, optimize, and manage our customers’ advertising campaignsglobal economy or capital markets, as well as retrieve and push advertising campaign data to myriad of networks and tools in real time, such as Facebook, Instagram, Messenger, Google, TikTok, LinkedIn, Snapchat, Pinterest and Twitter. We are subject to each social network’s respective terms and conditions governing our ability to access and utilize its platform. Our actionable performance monitoring platform would be harmed if any of these social networks discontinues our partnership, makes changes to its platform, or modifies the terms and standards applicable to its marketing partners or to advertising on its platform in general. Moreover, these social networks may develop offerings or features that compete with or substitute our solution or may otherwise make changes to their platforms that would render our social advertising solution obsolete. Further, consumers may migrate away to other social networking platforms with which we are not affiliated, which would in turn decrease the demand for our solutions. Any of these outcomes could cause demand for our social marketing platform to decrease, our development costs to increase, and our results of operations and financial condition to be materially adversely affected.
Our search advertising solution depends heavily upon revenue generated from our agreement with Microsoft Bing, and any adverse change in that agreement could adversely affect our business financial condition and results of operations.

We are highly dependent on our search services agreement with Microsoft Irelands Operations Limited. In November 2020, we entered into a renewed agreement with Microsoft Ireland Operations Limited effective as of January 1, 2021 until December 31, 2024 (the “Microsoft Agreement”). In 2021,Additionally, the Microsoft Agreement accounted for 37% of our revenue. In this annual report on Form 20-F we referglobal economy, including credit and financial markets, has experienced extreme volatility and disruptions, and may continue to Microsoft Corporation and its affiliates as Microsoft.
If our Microsoft Agreement is terminated or substantially amended (not on favorable terms), we would experience a material decrease in our search advertising revenue or the profits it generates and would be forced to seek alternative search providers, at less competitive terms or accelerate the business we have with such search providers. There are few companiesdisruptions in the market that provide internet searchfuture, including severely diminished liquidity and search advertising services similar to those providedcredit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, increases in inflation rates, higher interest rates and uncertainty about economic stability. As a result of these factors, our revenue may be affected by Microsoft such as Googleboth decreased customer acquisition and Verizon Media. Such companies are substantiallylower than anticipated revenue growth from existing customers. For example, the only participantsCOVID-19 pandemic resulted in westernwidespread unemployment, economic slowdown and extreme volatility. Similarly, the ongoing military conflict between Russia and Ukraine has created extreme volatility in the global capital markets and competitors do not offer as much coverage through sponsored links or searches. If we failhas caused and could continue to quickly locate, negotiatecause disruptions of the global supply chain and finalize alternative arrangements or otherwise expediate current operations we have with such alternative search providers, or if we do, butenergy markets. While the alternatives do not provide for terms that are as favorable as those currently provided and utilized, we would experience a material reduction in our revenue and, in turn, our business, financial condition and results of operations would be adversely affected.
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Our search advertising revenue business is highly reliant upon a small number of publishers, who account for the substantial majority of pay-outs to publishers and generate most of our revenue. If we were to lose all or a significant portion of those publishers, our revenue and results of operations would be materially adversely affected.
In 2020 and 2021, the top five publishers distributing our search services accounted for approximately 22% and 19%, respectively, of our revenue. There can be no assurance that these existing publishers will continue utilizing the revenue-generating monetization services at the levels they did in the past or at all. The loss of a substantial portion of our relationships with these publishers, or a substantial reduction in their level of activity, could cause a material decline in our revenue and profitability.
The generation of search advertising revenue through large publishers is subject to competition. If we cannot compete effectively in this market, our revenues are likely to decline.
We obtain a significant portion of our revenue throughdirectly associated with Russia, Ukraine and Israel is not material to our consolidated financial results, our business may be affected by broader economic factors caused or intensified due to the configuration of our search service as the default search provider during the downloadinvasion.

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Any such volatility and installation of our publishers’ products and/or use by their services of our search offering and the subsequent searches performed by the users thereof. To achieve these goals, we heavily rely on third-party publishers to distribute and/or implement our search offering as a value-added component of their own offerings. We are therefore constantly looking for more ways to distribute our search offering through various channels, including through independent distribution efforts of our owned and operated products and services. There are other companies that generate revenue from searches, some of themdisruptions may have other monetization solutions. The large search engine companies, including Google, Microsoft, Verizon Mediamaterial and others, have become increasingly aggressive in their own search service offerings. In addition, we need to continually maintain the technological advantage of our platform, products and other services in order to attract publishers to our offerings. If the search engine companies engage more direct relationships with publishers or we are unable to maintain the technological advantage to service our publishers, we may lose both existing and potential new publishersadverse consequences on us and our ability to generate revenue will be negatively impacted.
In order to receive advertising-generated revenue fromcustomers. Increased inflation and/or interest rates can adversely affect us by increasing our search providers, we depend,costs, including labor and employee benefit costs. Any significant increases in part, on factors outside of our control.
The amount of revenue we receive from search providers depends upon a number of factors outside of our control, including the amount such search providers charge for advertisements, the efficiency of the search provider’s systeminflation and related increase in attracting advertisers and syndicating paid listings in response to search queries and parameters established by it regarding the number and placement of paid listings displayed in response to search queries. In addition, search providers make analysis about the relative attractiveness (to their advertiser) of clicks on paid listings from searches performed on or through our search assets, and these judgments factor into the amount of revenue we receive. Changes in the efficiency of a search providers’ paid listings network, in its judgment about the relative attractiveness of clicks on paid listings or in the parameters applicable to the display of paid listings, which could come about for a number of reasons, including general market conditions, competition, inventory availability or policy and operating decisions made by Microsoft or other search providers,interest rates could have ana material and adverse effect on our business or our, financial condition and ouror results of operations.

ShouldFurther, to the methods usedextent there is a sustained general economic downturn and if there is a reduction in general demand and spending for digital advertising, our revenue may be disproportionately affected. Also, competitors, many of whom are larger and more established than we are, may respond to market conditions by lowering prices and attempting to lure away our customers and partners. We cannot predict the distributiontiming, strength or duration of our search solution, be blocked, constrained, limited, materially changed, based on a change of guidelines, technologyany economic slowdown, instability or otherwise (as has happened inrecovery, generally or within any particular industry. If the past), or made redundant by any of our search engine providers, our ability to generate revenue from our users’ search activity could be significantly reduced.
Agreements with search providers, such as our agreement with Microsoft, require compliance with certain guidelines promulgated by them for the useeconomic conditions of the respective brands and services, including the mannergeneral economy or markets in which paid listings are displayed within search results, and the establishment of guidelines to govern certain activities of third parties to whom the search services are syndicated, including the manner in which those parties can acquire new users and drive search traffic. Subject to certain limitations, search partners may unilaterally update their policies and guidelines, which could, in turn, require modifications to, or prohibit and/or render obsolete certain of our search solutions, products, services and practices, which could be costly to address or otherwise have an adverse effect on our business, our financial condition and results of operations. Noncompliance with the search partners’ guidelines, whether by us or by third parties to which we syndicate paid listings or by the publishers through whom we secure distribution arrangements could, if not cured, result in such companies’ suspension of some or all of their services to us, or to the websites of our third party publishers, or the reimbursement of funds paid to us, or the imposition of additional restrictions on our ability to syndicate paid listings or distribute our search solution or the termination of the search distribution agreement by our search partners.
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These guidelines, with respect to method of distribution, homepage resets and default search resets to search engine services, were changed by both Microsoft and Google numerous times in the past, having negative revenue implications. Since then, both companies have continued instituting other changes to the policies governing their relationship with search partners. Should any of our large partnerships be deemed non-compliant, blocked or partner with another provider, it could be difficult to replace the revenue generated by that partnership and we would experience a material reduction in our revenue and, in turn, our business, financial condition and results of operations would be adversely affected.
Should the providers of platforms, particularly browsers, further block, constrain or limit our ability to offer or change search properties, or materially change their guidelines, technology or the way they operate our ability to generate revenueworsen from our users’ search activity could be significantly reduced.
As we provide our services through the internet, we are reliant on our ability to work with the different internet browsers. The internet browser market is extremely concentrated with Google’s Chrome, Microsoft Edge and Mozilla’s Firefox, accounting for over 83% of the desktop browser market in 2021, and Google’s Chrome alone accounting for over 67%, based on StatCounter reports. In the past years, internet browser providers such as Google and Microsoft made changes and updated their policies and technology in general, and specifically those relating to change of search settings. Each such change limits and constrains our ability to offer or change search properties. In addition, the desktop operating system market is very concentrated as well, with Microsoft Windows dominating over 74% of the market in 2021, and Apple operating systems accounting for 16% of that market, based on StatCounter reports. During 2015, Microsoft announced changes to its browser modifier detection criteria and issued a new operating system (Windows 10), which included a new default internet browser (Edge). In addition, in June 2018 Google limited the ability to install Chrome browser extensions only from within the Chrome Web Store. Some of these changes limited our ability to maintain our users’ browser settings. If Microsoft, Google, Apple or other companies that provide internet browsers, operating systems or other platforms, effectively further restrict, discourage or otherwise hamper companies, like us, from offering or changing search services, this would continue to cause a material adverse effect on our revenue and our financial results.
Currently most individuals are using mobile devices to access the internet, while substantial part of our search revenue generation and services are currently not widely spread on mobile platforms. Also, web-based software and similar solutions are impacting the attractiveness of downloadable software products.
Historically, the market related to desktop computers has accounted for substantial part of our search revenue. In recent years, there has been a trend towards shifting internet usage from desktop computers to mobile devices such as mobile phones, tablets, etc. While in 2016 desktop worldwide market share was 54.09% it declined to 45.91% in 2017 and stabilizing at 43.47% in 2021, based on StatCounter reports; on the other hand, mobile worldwide market share in 2016 was 45.91% rising to 54.09% in 2017 and stabilizing at 56.53% in 2021, based on StatCounter reports. If this trend towards using non-desktop devices accelerates and desktop usage will decline, our search offerings will become less relevant and may fail to attract publishers and web traffic. In addition, even if consumers do use our services, our revenue growth will still be adversely affected if we do not rapidly and successfully implement adequate revenue-generating models for mobile platforms to respond such decline in desktop.
Web (or “cloud”) based software and similar solutions do not require the user to download software and thus provide a very portable and accessible alternative for desktop computers, as compared to downloadable software. While there are advantages and disadvantages to each method and system and the markets for each of them remain large, the market for web-based systems is growing at the expense of downloadable software. Should this trend accelerate faster than our partners’ ability to provide differentiating advantages in their downloadable solutions, this could result in fewer downloads of their products and lower search revenue generated through the download of these products. See Item 4.B. “Business Overview—Competition” for additional discussion of our competitive market.
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Our software or provision of search services or advertising is occasionally blocked by software or utilities designed to protect users’ computers, thereby causing our business to suffer.
Some of our products and offerings are viewed by some third parties, such as anti-virus software providers, as promoting or constituting “malware” or “spamming,” or unjustly changing the user’s computer settings. As a result, our software, the software of our publishers, provision of search services or advertising is occasionally blocked by software or utilities designed to detect such practices. If this phenomenon increases or if we are unable to detect and effectively deal with such categorization of our products, we may lose both existing and potential new users and our ability to generate revenue will be negatively impacted.
The global COVID-19 health pandemic has had and still has an ongoing adverse effect and could potentially severely affect,present levels, our business, results of operations and financial condition due to impactscould be materially and adversely affected. For more information on our industry, as well as impacts from remote work arrangements, actions taken to contain the virus or treat its impact, and the speed and extenteffect of the recovery.

Health pandemics, such as COVID-19, have been,war in Gaza see Item 3.D “Key Information—Risk Factors – Political, economic and couldmilitary instability in the future adversely affect our businessMiddle East and operations. The COVID-19 pandemic and efforts to control its spread have imposed restrictions on the movement of people, goods and services worldwide, includingspecifically in the regions in which we and our clients and partners operate, and have significantly impacted economic activity and financial markets. Many advertisers have decreased or paused their advertising spending as a response to the economic uncertainty, decline in business activity and other COVID-19-related impacts, which have negatively impacted, andIsrael may continue to negatively impact, our revenue and results of operations, the extent and duration of which we may not be able to accurately predict.
As a result of the COVID-19 pandemic, we have transitioned many of our employees into a hybrid model, where employees are working remotely for part of the week. The transition has had little impact on our employee productivity and has not caused any interruption to our business. Due to the uncertainty of COVID-19, we will continue to assess the situation, including abiding by any government-imposed restrictions, market by market.
It is possible that the hybrid working model could have a negative impact on the execution of our business plans and operations. If a natural disaster, power outage, connectivity issue, or other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time. The increase in remote working may also result in concerns related to privacy and fraud, heighten the risk of cyber incidents. Recently, organizations worldwide, including governments and commercial enterprises, have seen an increase in cyber-attacks, such as phishing and ransomware attacks, by bad actors taking advantage of the pandemic and remote workforces. Our own systems and those of third parties with which we work are also subject to such increased threats.
There are additional variables that impairimpede our ability to accurately predict the impact that COVID-19 will have on our future operations. Despite the recent developmentoperate and introduction of different vaccines to COVID-19, there is still much uncertainty as to the length of time that the pandemic and related disruptions will continue, the impact of governmental regulations or easement of regulations in response to the strengthening or weakening of the pandemic, and the degree of overall changes in consumer behavior. Numerous state and local jurisdictions have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. For example, Israel, federal and state governments in the United States, France and Ukraine, the locations in which our primary offices are located, have imposed limitations on gatherings, social distancing measures and restrictions on movement, only allowing essential businesses to remain open. Such orders or restrictions have resulted in temporary store closures, work stoppages, slowdowns and delays, travel restrictions and cancellation of events, among other effects, any of which may negatively impact workforces, customers, consumer sentiment and the economies in many of our markets, and as a result, may further adversely affect our operations.
The COVID-19 pandemic may furthermore even lead to a global economic downturn that is more than temporary and could adversely affect the need for our services generally. A downturn could also have a material adverse impact on our business partners’ stability and financial strength. Given the uncertainties associated with COVID-19, it is difficult to fully predict the magnitude of potential effects on our and our business partners’ business, financial condition and results of operations as well as the effect on the other risk factors described herein. While we have a strong cash position and generate positive cash flow from our operations, we cannot guarantee thatharm our financial condition will not be adversely affected in a material manner.results.”
 
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Risks related to our Financial and Corporate Structure
 
A loss of the services of our senior management and other key personnel could adversely affect execution of our business strategy.
 
We depend on the capabilities and experience, and the continued services, of our senior management. The loss of the services of members of our senior management could create a gap in management and could result in the loss of expertise necessary for us to execute our business strategy and thereby adversely affect our business. We do not currently have “key person” life insurance with respectOn August 1, 2023, Tal Jacobson, former General Manager of CodeFuel, our search advertising business, was promoted to anyChief Executive Officer. Following Jacobson’s promotion, our previous Chief Executive Officer, Doron Gerstel, stepped down from the executive team and later also from our Board of our senior management.Directors (when Mr. Jacobson replaced him as a director).
 
Further, our ability to execute our business strategy also depends on our ability to continue to attract, retain and motivate qualified, and skilled technical and creative key personnel and skilled management, in technical marketing and sales personnel, as well as third partyand other positions, and in addition to third-party technology vendors and other consultants and contractors. We operate out of different locations around the globe and competition for well-qualified employees in our industry is intense and our continued ability to compete effectively depends, in part, upon our ability to retain existing key employees and to attract new skilled and qualified key employees, as well, which can be difficult, expensive and time-consuming. If we cannot attract and retain additional experienced key employees or if we lose one or more of our current key employees, our ability to develop or market our products and attract or acquire new users and partners could be adversely affected. Although we have established programs to attract new employees and provide incentives to retain existing employees, particularly senior management, we cannot be assured that we will be able to retain the services of senior management or other key employees as we continue to integrate and develop our solutions or that we will be able to attract new employees in the future who are capable of making significant contributions and we may face challenges in adequately or appropriately integrating them into our workforce and organizational culture. See Item 6. “Directors, Senior Management and Employees.”
 
Competition for highly skilled technical and other personnel mainly in Israel, the United States and Canada is intense, and as a result we may fail to attract, recruit, retain and develop qualified employees, which could materially and adversely impact our business, financial condition and results of operations.

We compete in a market marked by rapidly changing technologies and an evolving competitive landscape. In order for us to successfully compete and grow, we must attract, recruit, retain and develop personnel with requisite qualifications to provide expertise across the entire spectrum of our intellectual capital and business needs.

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Our principal research and development, certain sales and marketing as well as significant elements of our general and administrative activities are conducted at our headquarters in Israel and in the United States and Canada, and we face significant competition for suitably skilled employees in Israel. While therethese places. There has been intense competition for qualified human resources in the Israeli high-tech industry, historically,which may intensify in times of sharp growth of the industry, experienced record growth and activityas was the case in 2021, both at the earlier stages of venture capital, growth equity financings, exit stage of initial public offerings and mergers and acquisitions. This flurry of growth and activity has caused a sharp increase2021-2022, which resulted in job openings in both Israeli high-techhigh employee attrition. While layoffs carried out from time to time by large companies and Israeli research and development centers of foreign companies, and intensification ofpresent good recruitment opportunities to our company, our industry is still characterized by high competition between these employers to attract qualified employees in Israel. As a result, the high-tech industry in Israel has experienced significant levels of employee attrition and is currently facing a severe shortage of skilled human capital, including engineering, research and development, sales and customer support personnel.employers. Many of the companies with which we compete for qualified personnel have greater resources than we do, and we may not succeed in recruiting additional experienced or professional personnel, retaining personnel or effectively replacing current personnel who may depart with qualified or effective successors.
 
In addition, as a result of the intense competition for qualified human resources, the Israeli, United States and Canada high-tech market hasas well as other markets have also experienced and may continue to experience significant wage inflation. Accordingly, our efforts to attract, retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. Furthermore, in making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the equity they are to receive in connection with their employment. Employees may be more likely to leave us if the shares they own or the shares underlying their equity incentive awards have significantly appreciated or significantly decreased in value. Many of our employees may receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us and could heighten the risk of employee attrition.

While we offer competitive equity and compensation terms as week as utilize non-competition agreements with our employees as a means of improving our employee retention, those terms and agreements may not be effective towards that goal. These non-competition agreements prohibit our employees, if they cease working for us, from competing directly with us or working for our competitors for a limited period. We may be unable to enforce these agreements under Israeli law, and it may be difficult for us to restrict our competitors from benefiting from the expertise our former employees developed while working for us.

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In light of the foregoing, there can be no assurance that qualified employees will remain in our employ or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract qualified personnel could have a material adverse effect on our business, financial condition and results of operations.
 
We have acquired and may continue to acquire other businesses. These acquisitions divert a substantial part of our resources and management attention and could in the future, adversely affect our financial results.results
 
We acquired Make Me Reach (currently, Paragone) in February 2015 and Undertone in November 2015, Captain Growth in March 2019, Content IQ in January 2020, Pub Ocean Limited, or Pub Ocean in July 2020, and Vidazoo Ltd., or Vidazoo in October 2021 and Hivestack in December 2023 and we may continue to acquire complementary products, technologies or businesses. These acquisitions divert a substantial part of our resources and management attention and could in the future, adversely affect our financial results. Seeking and negotiating potential acquisitions to a certain extent diverts our management’s attention from other business concerns and is expensive and time-consuming. Acquisitions expose us and our business to unforeseen liabilities or risks associated with the business or assets acquired or with entering new markets. In addition, we lost and might continue to lose key employees and vendors while integrating new organizations and may not effectively integrate the acquired products, technologies or businesses or achieve the anticipated revenue or cost benefits, and we might harm our relationships with our future or current technology suppliers. Future acquisitions could result in customer dissatisfaction or vendor dissatisfaction or performance problems with an acquired product, technology or company. Paying the purchase price for acquisitions in the form of cash, debt or equity securities may weaken our cash position, increase our leverage or dilute our existing shareholders, as applicable. Furthermore, a substantial portion of the price paid for these acquisitions is typically for intangible assets. We may be required to pay additional funds for earn-outs based on achievement of milestones, or may incur contingent liabilities, amortization expenses related to intangible assets or possible impairment charges related to goodwill or other intangible assets (which has occurred in the past) or become subject to litigation or other unanticipated events or circumstances relating to the acquisitions, and we may not have, or may not be able to enforce, adequate remedies in order to protect our Company. Moreover, acquisitions may end upresult in losses, in unwanted results and waste ofwasting valuable resources, time and money.
 
In past years, we have recognized impairments in the carrying value of goodwill and purchased intangible assets. Additional such charges in the future could negatively affect our results of operations and shareholders’ equity.
 
We continue to have a substantial amount of goodwill and purchased intangible assets on our consolidated balance sheet as a result of historical acquisitions. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of intangible assets with identifiable useful lives represents the fair value of customer relationships, content, domain names and acquired technology, among other things, as of the acquisition date, and are amortized based on their economic or useful lives. Goodwill that is expected to contribute indefinitely to our cash flows is not amortized but must be evaluated for impairment at least annually. If the carrying value exceeds current fair value as determined based on the discounted future cash flows of the related business, the goodwill or intangible asset is considered impaired and is reduced to fair value via a non-cash charge to earnings. Events and conditions that could result in impairment include adverse changes in the regulatory environment, a reduced market capitalization or other factors leading to reduction in expected long-term growth or profitability. Goodwill impairment analysis and measurement is a process that requires significant judgment. Our stock price and any control premium are factors affecting the assessment of the fair value of our underlying reporting units for purposes of performing any goodwill impairment assessment.
 
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We will continue to conduct impairment analyses of our goodwill as required. Further impairment charges with respect to our goodwill would have a material adverse effect on our results of operations and shareholders’ equity in future periods.
 
Shareholders may be able to control us.

As of March 5, 2022, we have one shareholder that27, 2024, three shareholders beneficially holdsheld more than 5% of our outstanding shares. See Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders” for more information. To our knowledge, this shareholder isthose shareholders are not party to a voting agreement with respect to our shares. However, should this shareholderany of these shareholders or any other shareholders decide to act together, they may have the power to control the outcome of mattersproposals submitted for the vote of shareholders. In addition, such share ownership may make certain transactions more difficult and result in delaying or preventing a change in control of the Company, unless approved by such shareholder.

shareholders.
 
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Our share price has fluctuated significantly and could continue to fluctuate significantly.
 
The market price for our ordinary shares, as well as the prices of shares of other internet companies, has been volatile. Between January 20211, 2023, and March 2022,27, 2024, our share price on Nasdaq has fluctuated from a low of $12.24$21.58 to a high of $30.00,$41.85, and the daily average trading volume in that period was 856,284629,267 shares (and for the period of January 1, 20212023, and until December 31, 2021,2023, was 905,095)650,207 shares). The following factors may cause significant fluctuations in the market price of our ordinary shares:
 
negative fluctuations in our quarterly revenue and earnings or those of our competitors;
 
pending sales into the market due to the sale of large blocks of shares, due to, among other reasons, the expiration of any tax-related or contractual lock–ups with respect to significant amounts of our ordinary shares;
 
shortfalls in our operating results compared to levels forecast by us or by securities analysts;
 
changes in our senior management;
 
changes in regulations or in policies of search engine companies or other industry conditions;
 
mergers and acquisitions by us or our competitors;
 
technological innovations;
 
the introduction of new products;
 
the conditions of the securities markets, particularly in the internet and Israeli sectors; and
 
political, economic and other developments in Israel (including the recent war between Israel and Hamas) and worldwide.
 
In addition, we were, and may be in the future, the subject of unfavorable allegations made by short sellers, who hope to profit from a decline in the value of our shares. Any such allegations may be followed by periods of instability or decrease in the market price of our ordinary shares and negative publicity.
Further, share prices of many technology companies in general and ad-tech companies in particular fluctuate significantly for reasons that may be unrelated or disproportionate to operating results. The factors discussed above may depress or cause volatility to our share price, regardless of our actual operating results.
 
Class action litigation due to share price volatility or other factors could cause us to incur substantial costs and divert our management��smanagement’s attention and resources.
 
Historically, public companies that experience periods of volatility in the market price of their securities and/or engage in substantial transactions are sometimes the target of class action litigation. Companies in the internet and software industry, such as ours, are particularly vulnerable to this kind of litigation as a result of the volatility of their stock prices and their regular involvement in transactional activities. In the past, we were named as a defendant in this type of litigation in connection with our acquisition of ClientConnect Ltd., and although this lawsuit was dismissed, in the future litigation of this sort could result in considerable costs and a diversion of management’s attention and resources.
 
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Future sales of our ordinary shares could reduce our stock price.
 
As of March 5, 2022,27, 2024, there were outstandingwas an aggregate of 3,977,5542,804,227 outstanding options to purchase our ordinary shares.shares and restricted share units (“RSUs”). As these securities vest, the holders thereof could sell the underlying shares without restrictions, except for the volume limitations under Rule 144 applicable to our affiliates.
 
Sales by shareholders of substantial amounts of our ordinary shares, or the perception that these sales may occur in the future, could materially and adversely affect the market price of our ordinary shares. Furthermore, the market price of our ordinary shares could drop significantly if our executive officers, directors, or certain large shareholders sell their shares, or are perceived by the market as intending to sell them.
 
19We cannot guarantee that we will repurchase any of our ordinary shares pursuant to our announced repurchase program or that our repurchase program will enhance long-term shareholder value.

As of filing of this report, our board of directors authorized our repurchase program under which an amount of $75 million was made available to purchase our ordinary shares. The repurchase program, as authorized by our board of directors, provides the Company with the authority to make repurchases of our ordinary shares. The program is subject to the issuance of the Company’s audited annual financial report for the year 2023, which is part of this annual report. The specific timing and amount of repurchases under the repurchase program will depend upon several factors, including but not limited to market and business conditions, the trading price of our ordinary shares, regulatory requirements and capital availability. The program does not require the purchase of any minimum dollar amount or number of shares and the program may be modified, suspended or discontinued at any time.
Repurchases of our ordinary shares pursuant to our repurchase program could affect the market price of our ordinary shares or its volatility. Additionally, our repurchase program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. There is no assurance that our repurchase program will enhance long-term shareholder value, and short-term share price fluctuations could reduce the repurchase program’s effectiveness.
Exchange rate fluctuations may harm our earnings and asset base if we are not able to hedge our currency exchange risks effectively.
 
A significant portion of our costs, primarily salary and other personnel related expenses, are incurred in NIS.NIS and, following the acquisition of Hivestack in December 2023, in Canadian Dollars as well. Inflation in Israel or in Canada may have the effect of increasing the U.S. dollar cost of our operations in Israel.Israel or in Canada, respectively. Further, sincewhenever the U.S. dollar declineddeclines in value in relation to the NIS or Canadian Dollar, it haswill become more expensive for us to fund our operations in Israel. AIsrael or in Canada, respectively. Based on our estimation, without an effective hedging, a revaluation of one percent of the NIS as compared to the U.S. dollar could impact our income before taxes by approximately $0.4 million, and a revaluation of one percent of the Canadian Dollar as compared to the U.S. dollar could impact our income before taxes by approximately $0.1 million. The exchange rate of the U.S. dollar to the NIS has been volatile in the past, decreasingdecreased by approximately 8%, 7%3% in 2021 and increased by 13% and 3% in 2019, 20202022 and 2021,2023, respectively. The exchange rate of the Canadian Dollar was also volatile during 2023 and ended the year substantially at same level as at the beginning of the year. As of December 31, 2021,2023, we had a foreign currency net liabilityasset of approximately $6.6$10.5 million (which number includes approximately $6.4$2.0 million in NIS denominated to the Rightright of Useuse liability relates to our offices in Israel), and our total foreign exchange loss was approximately $0.6 million for the year ended December 31, 2021.2023. To assist us in assessing whether, or not, and how to, hedge risks associated with fluctuations in currency exchange rates, we have contracted a consulting firm proficient in this area. We may incur losses from unfavorable fluctuations in foreign currency exchange rates.
 
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We do not intend to pay cash dividends.dividends in the foreseeable future.
 
Although we have paid cash dividends in the past, ourwe have not adopted a policy regarding the distribution of dividends in the foreseeable future. Our current policy is to retain future earnings, if any, for funding growth and reducingas well as for our debt.plan for repurchase of our shares. If we do not pay dividends, long-term holders of our shares will generate a return on their investment only if the market price of our shares appreciates between the date of purchase and the date of sale of our shares.
 
Any future dividend distributions are subject to the discretion of our board of directors and will depend on various factors, including our operating results, future earnings, capital requirements, financial condition, and tax implications of dividend distributions on our income, future prospects and any other factors deemed relevant by our board of directors. The distribution of dividends is also limited by Israeli law, which permits the distribution of dividends by an Israeli corporation only out of its retained earnings as defined in Israel’s Companies Law, 5759-1999, or the Companies Law, provided that there is no reasonable concern that such payment will cause us to fail to meet our current and expected liabilities as they become due, or otherwise with the court’s approval. See Item 8.A “Consolidated Statements and Other Financial Information—Policy on Dividend Distribution” for additional information regarding the payment of dividends.
 
We are subject to ongoing costs and risks associated with complying with extensive corporate governance and disclosure requirements.
 
As an Israeli public company, traded on Nasdaq, we incur significant legal, accounting and other expenses. We incur costs associated with our public company reporting requirements as well as costs associated with corporate governance and public disclosure requirements, including requirements under the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Listing Rules of the Nasdaq Stock Market, regulations of the SEC, the provisions of the Israeli Securities Law that apply to dual listed companies (companies that are listed on the Tel Aviv Stock Exchange Ltd. (“TASE”) and another recognized stock exchange located outside of Israel) and the provisions of the Israeli Companies Law 5759-1999 (the “Companies Law”) that apply to us. We have also contracted an internal auditor and a consultant for implementation of and compliance with the requirements under the Sarbanes-Oxley Act. Section 404 of the Sarbanes-Oxley Act requires an annual assessment by our management of our internal control over financial reporting of the effectiveness of these controls as of year-end. In connection with our efforts to comply with Section 404 and the other applicable provisions of the Sarbanes-Oxley Act, our management and other personnel devote a substantial amount of time, and we have hired, and may need to hire, additional accounting and financial staff to assure that we comply with these requirements. We are also required to have our independent registered public accounting firm issue an opinion on the effectiveness of our internal control over financial reporting on an annual basis. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC. The additional management attention and costs relating to compliance with the foregoing requirements could adversely affect our financial results. See Item 5.A “Operating and Financial Review and Prospects—Operating Results—General and Administrative Expenses” for a discussion of our increased expenses as a result of being a public company.
 
If we lose our foreign private issuer status under U.S. federal securities laws, we would incur additional expenses and reporting and other requirements associated with compliance with the U.S. securities laws applicable to U.S. domestic issuers.
 
We are a foreign private issuer, as such term is defined under U.S. federal securities laws, and, therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements applicable to U.S. domestic issuers. If we lost our foreign private issuer status, we would be required to comply with the reporting and other requirements applicable to U.S. domestic issuers, which are more extensive than the requirements for foreign private issuers and more expensive to comply with.
 
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There can be no assurance that we will not be a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes for any taxable year.
 
In general, a non-U.S. corporation is a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the value of its assets (generally determined on an average quarterly basis) consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns (or is treated as owning for U.S. federal income tax purposes), directly or indirectly, at least 25% by value of the shares or equity interests of another corporation or partnership is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is generally a passive asset for these purposes. Goodwill isand other intangible assets are generally characterized as a non-passive or passive assetassets based on the nature of the income produced in the activity to which the goodwill relates.and other intangible assets relate.
 
We believe that we were not a PFIC for our 20212023 taxable year. However, there can be no assurance that we will not be a PFIC for the current or any future taxable year because our PFIC status is an annual determination that can be made only after the end of the relevant taxable year and will depend on the composition of our income and assets and the value of our assets from time to time (including the value of our goodwill and other intangible assets, which may be determined, in large part, by reference to the market price of our ordinary shares, which has been, and may continue to be, volatile). Because the value of our goodwill and other intangible assets may be determined by reference to our market capitalization from time to time, and because we hold and may continue to hold significant amounts of cash and cash equivalents, our risk of being or becoming a PFIC for any taxable year will increase if our market capitalization declines.

If we are a PFIC for any taxable year during which a U.S. investor owns our ordinary shares, the U.S. investor could be subject to adverse U.S. federal income tax consequences. See “Taxation – U.S. Federal Income Tax Considerations – Passive Foreign Investment Company Rules.”
 
Our business could be negatively affected as a result of actions of activist shareholders, and such activism could impact the trading value of our securities.
 
In recent years, certain Israeli issuers listed on United States exchanges, including our Company, have been faced with governance-related demands from activist shareholders, as well as unsolicited tender offers and proxy contests. Although as a foreign private issuer we are not subject to U.S. proxy rules, responding to these types of actions by activist shareholders could be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. Such activities could interfere with our ability to execute our strategic plan. In addition, a proxy contest for the election of directors at our annual meeting would require us to incur significant legal fees and proxy solicitation expenses and require significant time and attention by management and our board of directors. The perceived uncertainties due to these potential actions of activist shareholders also could affect the market price and volatility of our securities.
 
The rights and responsibilities of our shareholders are governed by Israeli law and differ in some respects from the rights and responsibilities of shareholders under U.S. law.
 
We are incorporated under Israeli law. The rights and responsibilities of holders of our ordinary shares are governed by our memorandum of association, articles of association and by Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith in exercising his or her rights and fulfilling his or her obligations toward the company and other shareholders and to refrain from abusing his or her power in the company, including, among other things, in voting at the general meeting of shareholders on certain matters. Israeli law provides that these duties are applicable in shareholder votes at the general meeting with respect to, among other things, amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers and actions and transactions involving interests of officers, directors or other interested parties which require shareholders’ approval. There is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior.
 
As a foreign private issuer, whose shares are listed on Nasdaq, we follow certain home country corporate governance practices instead of certain Nasdaq requirements.
 
As a foreign private issuer (as such term is defined in Rule 3b-4 under the Exchange Act), whose shares are listed on Nasdaq, we are permitted to follow certain home country corporate governance practices instead of certain requirements contained in the Nasdaq listing rules. We follow the requirements of the Companies Law in Israel, rather than comply with the Nasdaq requirements, in certain matters, including with respect to the quorum for shareholder meetings, sending annual reports to shareholders, and shareholder approval with respect to certain issuances of securities. See Item 16.G. “Corporate Governance” in this Annual Report on Form 20-F for a more complete discussion of the Nasdaq Listing Rules and the home country practices we follow. As a foreign private issuer listed on Nasdaq, we may also elect in the future to follow home country practice with regard to other matters as well. Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq’s corporate governance rules to shareholders of U.S. domestic companies.
 
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Provisions of our articles of association and Israeli law may delay, prevent or make an acquisition of our Company difficult, which could prevent a change of control and, therefore, depress the price of our shares.
 
Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions. In addition, our articles of association contain provisions that may make it more difficult to acquire our Company, such as provisions establishing a staggered board. Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to some of our shareholders. See Exhibit 2.1 to this annual report on Form 20-F, which is incorporated by reference into this annual report on Form 20-F, and Item 10.E. “Taxation—Israeli Taxation” for additional discussion about some anti-takeover effects of Israeli law.
 
These provisionsProvisions of Israeli law may delay, prevent or make difficult an acquisition of our Company, which could prevent a change of control and therefore depress the price of our shares.
 
We must meet the Nasdaq Global Select Market’s continued listing requirements and comply with the other Nasdaq rules, or we may risk delisting. Delisting could negatively affect the price of our ordinary shares, which could make it more difficult for us to sell securities in a financing and for you to sell your ordinary shares.
 
We are required to meet the continued listing requirements of the Nasdaq Global Select and comply with the other Nasdaq rules, including those regarding minimum shareholders’ equity, minimum share price and certain other corporate governance requirements. Delisting of our ordinary shares from the Nasdaq Global Select would cause us to pursue eligibility for trading on other markets or exchanges, or on the pink sheets. In such case, our shareholders’ ability to trade, or obtain quotations of the market value of, our ordinary shares would be severely limited because of lower trading volumes and transaction delays. These factors could contribute to lower prices and larger spreads in the bid and ask prices for our securities. There can be no assurance that our ordinary shares, if delisted from the Nasdaq Global Select in the future, would be listed on a national securities exchange or quoted on a national quotation service, the OTCQB or OTC Pink. Delisting from the Nasdaq Global Select Market, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our ordinary shares, reduce security analysts’ coverage of us and diminish investor, supplier and employee confidence. In addition, as a consequence of any such delisting, our share price could be negatively affected and our shareholders would likely find it more difficult to sell, or to obtain accurate quotations as to the prices of, our ordinary shares.
 
Our ordinary shares are traded on more than one market and this may result in price variations.

Our ordinary shares are traded on both the Nasdaq Global Select Market and on TASE. Trading in our ordinary shares on these markets is effected in different currencies (U.S. dollars on Nasdaq and NIS on TASE) and at different times (resulting from different time zones, different trading days per week and different public holidays in the United States and Israel). Consequently, the trading prices of our ordinary shares on these two markets often differ, resulting from the factors described above as well as differences in exchange rates and from political events and economic conditions in the United States and Israel. Any decrease in the trading price of our ordinary shares on one of these markets could cause a decrease in the trading price of our ordinary shares on the other market.

22Increasing scrutiny from investors, customers and other market participants with respect to our Environmental, Social and Governance (“ESG”), policies could negatively affect the price of our shares or impose additional costs on us.
In recent years, increasing attention has been given to ESG policies of corporations across all industries, including with respect to climate change and diversity, equity and inclusion matters. We may be affected by market or regulatory responses to climate change. Growing public concern about climate change has resulted in the increased focus of local, state, regional, national and international regulatory bodies on greenhouse gas, or GHG, emissions and climate change issues. In the United States, President Joe Biden has made climate change and the limitation of GHG emissions one of his primary objectives. We may also incur additional expenses as a result of U.S. and international regulators requiring additional disclosures regarding GHG emissions. Compliance with such regulations and the associated potential cost is complicated by the fact that various countries and regions are following different approaches to the regulation of climate change. We could fail to achieve, or be perceived to fail to achieve expectations, standards, and regulations on ESG matters as they continue to evolve, or may be perceived by investors, customers and other market participants to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so. As a result, we may experience reputational damage and the business, financial condition and price our company’s shares could be materially and adversely affected.

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Our cash, cash equivalents, Marketable Securities and short-term deposits are subject to risks that may cause losses and affect the liquidity of these investments.
As of December 31, 2023, we had $472.7 million in cash, cash equivalents, marketable securities and short-term deposits. We regularly maintain cash, cash equivalent, marketable securities and short-term deposits at third-party financial institutions. We maintain and invest our cash and cash equivalents based on an investment policy approved by our investment committee of the board and by our board of directors. Our investment policy set various principles for managing our cash, including the rating level of third-party financial institutions in which we keep our cash, diversified portfolio and diversified countries of incorporation of the relevant financial institutions. These deposits and investments are subject to general credit, liquidity, market and interest rate risks. Further, we may be adversely affected by a crisis in the banking industry. For example, on March 10, 2023, the Federal Deposit Insurance Corporation, took control and was appointed receiver of Silicon Valley Bank, or SVB. We have not held funds at SVB other than a negligible amount. If banks and financial institutions enter receivership or become insolvent in the future and a portion of our cash, cash equivalents, marketable securities or short-term deposits is held in such banks and financial institutions, our ability to access our existing cash, cash equivalents and investments may be impacted and could have a material adverse effect on our business and financial condition.
Risks Related to Our Technological Environment
 
Our business and financial performance may be materially adversely affected by information technology issues, data breaches, cyber-attacks and other similar incidents, as well as insufficient cyber securitycybersecurity and other business disruptions.
 
We rely on information technology systems and networks to operate and manage our business and to collect, use, maintain and otherwise process information, including information related to our customers, partners, and personnel. This information is stored and managed within our internal information technology infrastructure or, in certain instances, on platforms maintained by third-party service providers, suppliers and vendors. These systems and networks, whether operated internally or externally, may be subject to information technology issues, data breaches, cyber-attacks and other similar incidents. Our business is constantly challenged and may be impacted by information technology issues, data breaches, cyber-attacks and other similar incidents, as well as insufficient cybersecurity and other business disruptions experienced by us or our third-party service providers.providers, suppliers and vendors. Data breaches, cyber-attacks, and other similar incidents in particular are a growing and evolving risk and often are difficult or impossible to detect for long periods of time or to successfully defend against. Such attacksincidents may include, but are not limited to software bugs, server malfunctions, software or hardware failure, malicious software or activity, computer viruses, ransomware attacks, denial-of-service attacks, social engineering, domain name spoofing, fraud, phishing attacks, worms,worms/trojan horses, insider threats, human error, or malfeasance, attempts to gain unauthorized access to data, and other electronic securitycybersecurity breaches that could lead to disruptions in systems and networks, denial of services, remote code execution, unauthorized access to or release of sensitive, proprietary, confidential, personal or otherwise protected information including personal data, corruption of data, telecommunications failures, terrorist attacks, natural disasters, power loss, war, physical security breaches, or other events that may harm our systems and overloadingnetworks, or those of our serversthird-party service providers, suppliers and systems with communications and data. Data breaches, cyber-attacks and other similarvendors. Such incidents are increasing in frequency, levels of persistence, sophistication and intensity, are evolving in nature, and are conducted by organized groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,” terrorists, nation states, nation state-supported actors, and others.others, any of whom may see their effectiveness enhanced by the use of AI. Unidentified groups have hackedcontinuously target numerous internet websites and servers, including our own, for various reasons, political, commercial and other. High-profile data breaches, cyber-attacks and other similar incidents at other companies and in government agencies have increased in frequency and sophistication in recent years. Moreover, geopolitical tensions, particularly the Hamas-Israel and the Russia-Ukraine conflicts, have contributed to a surge in cyber-attacks targeting Israeli companies and products globally, posing a threat to critical infrastructure. Any suchdata breach, cyber-attack or other similar incident, or any failure to make adequate or timely disclosures to the public, regulators, or law enforcement agencies following any such incident, could subject us or our third-party service providers, suppliers and vendors to substantial system downtimes, operational delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the compromising of sensitive, proprietary, confidential, personal or otherwise protected information, including personal data, the destruction or corruption of data, other manipulation or improper use of our systems and networks, violations of applicable privacy, data collection and protection, data privacy and cybersecurity laws and regulations or notification obligations, legal claims, regulatory scrutiny or enforcement actions, investigations, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation, any of which could have a material adverse effect on our cash flows, competitive position, financial condition and results of operations. Although these attacks have caused certain difficulties, they have not had, to date, a material adverse effect on our business, financial condition or results of operations. However, given
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Given the unpredictability of the timing, nature and scope of such incidents, and because techniques used to obtain unauthorized access to or sabotage systems and networks change frequently and generally are not identified until they are launched against a target, there can be no assurance that such attacksincidents can be prevented, that such incidents are not occurring currently without our knowledge, or that any such incidents will not have a material adverse effect on us in the future. We may not be able to anticipate data breaches, cyber-attacks or other similar incidents, detect or react to such incidents in a timely manner, implement effective preventive measures against such incidents, or adequately remediate any such incident.
As cybersecurity threats continue to evolve, we may be requiredexpect to continue to expend significant additional resources to continue to maintain, modify or enhance our protective measures or to investigate or remediate any information security vulnerabilities,technology issues, business interruptions, data breaches, cyber-attacks or other similar incidents. However, we may not be able to anticipate such incidents, and such measures, as well as our response process, may not be adequate, may fail to detect or react to such incidents in a timely manner, may fail to identify or accurately assess the severity of an incident, may not respond quickly enough, or may fail to sufficiently remediate an incident. As a result, we may suffer significant legal, reputational, or financial exposure, which could harm our business, financial condition, and operating results.
 
While we generally perform cybersecurity diligence on our key service providers, because weWe do not control our third-party service providers, suppliers and vendors, and because our ability to monitor their cybersecurity is limited, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share with them. Due to applicable laws and regulations or contractual obligations, we may be held responsible for business interruptions, data breaches, cyber-attacks or other similar incidents attributed to our service providerssuch third parties as they relate to the information we share with them. In addition, if we suffer a highly publicized business interruption, data breach, cyber-attack or other similar incident, even if our platforms and solutions perform effectively, such an incident could have an adverse effect and cause us to suffer reputational harm, lose existing commercial relationships and customers or deter existing customers from purchasing additional solutions and prevent new customers from purchasing our solutions.
 
We cannot ensure that any limitationsindemnification or limitation of liability provisions in our agreements with customers, service providers, suppliers, vendors and other third parties with which we do business would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim in connection with a business interruption, data breach, cyber-attack or other similar incident. Additionally, we cannot be certain that our insurance coverage will be adequate for cybersecurity liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that our insurer will not deny coverage as to any future claim.

We have contractual, legal and regulatory obligations to notify relevant stakeholders of certain data breaches, cyber-attacks or similar incidents, as defined in the relevant laws, regulations or respective contracts. Most jurisdictions have enacted laws and regulations requiring companies to notify individuals, regulatory authorities and others of data breaches, cyber-attacks or similar incidents involving certain types of data. In addition, our agreements with certain customers and third-party partners may require us to notify them in the event of a data breach, cyber-attack or similar incident. Such mandatory disclosures are costly, could lead to negative publicity and may cause our customers to lose confidence in the effectiveness of our security measures. If we fail to make such notification within the mandatory time frames, we may be subject to penalties and legal actions.
Although we have implemented administrative, technical and organizational safeguards to comply with applicable data protection, data privacy and cybersecurity laws and regulations in connection with the collection, use, retention, disclosure and other processing of personal information, if a significant failure of such safeguards were to occur, our business and reputation could be materially adversely affected. A business interruption, data breach, cyber-attack or other similar incident could lead to claims by our customers, their users or other relevant parties that we have failed to comply with applicable laws, regulations or contractual obligations to implement specified security measures. As a result, we could be subject to legal action or our customers could end their relationships with us.

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Data protection, data privacy and cybersecurity laws and regulations in certain jurisdictions may require us to notify individuals and government or regulatory authorities of data breaches, cyber-attacks or other similar incidents involving certain types of personal data. Pursuant to certain data protection, data privacy and cybersecurity laws and regulations, including the California Consumer Privacy Act (as amended by the California Privacy Rights Act, the “CCPA”), if we experience a data breach, cyber-attack or other similar incident, affected individuals could, under certain circumstances relating to such incidents, bring a private action claiming the breach was the result of our violation of the duty to implement and maintain reasonable security procedures and practices and recover civil damages, which could be costly, impact the operation of our business and cause reputational harm. Similarly, there is a risk of class actions in the United Kingdom (the “U.K.”) and Europe. In Canada, there has been an increase in tort claims and related civil litigation. Data breaches, cyber-attacks or other similar incidents could also result in enforcement actions, including significant penalties and fines, by government or regulatory authorities alleging that we have violated applicable laws or regulations that require us to maintain reasonable security measures and comply with mandatory disclosure requirements. In the coming years, we expect further regulation regarding data protection, data privacy and cybersecurity in the U.S./Canada and abroad that will likely apply to our business. These laws, regulations and other obligations may create additional regulatory, liability, and reputational risks and may increase financial costs to mitigate such risks. For more information, see the Risk Factor titled – “Our business depends on our ability to collect, use, maintain and otherwise process data, including personal data, to help our clients deliver advertisements, and to disclose data relating to the performance of advertisements. Any limitation imposed on our collection, use, maintenance or other processing of this data could significantly diminish the value of our solution and cause us to lose sellers, buyers, and revenue. Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, e-commerce and internet advertising and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations threaten our ability to collect, use, maintain and otherwise process this data, could harm our business and subject us to significant costs and legal liability for non-compliance.”
 
If we fail to detect or prevent fraudulent, suspicious traffic or other invalid traffic or engagement with our ads, or otherwise prevent against malware intrusions, we could lose the confidence of our advertisers, damage our reputation and be responsible to make-good or refund demands, which would cause our business to suffer.
 
Our business relies on delivering positive results to our advertisers and their consumers.consumers. We are exposed to the risk of fraudulent, suspicious or suspiciousother invalid traffic, impressions, clicks, conversions, or conversionsother ad engagements that advertisers may perceive as undesirable. Such fraudulent, suspicious or other invalid activities may occur when a software program, known as a bot, spider or crawler, intentionally simulates user activity causing impressions, ad engagements or clicks to be counted as real users. Such malicious software programs can run on single machines or on tens of thousands of machines, making them difficult to detect and filter.
 
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We implement and use proprietary and third partythird-party technologies designed to identify fraudulent, suspicious or suspiciousother invalid traffic, impressions, clicks, conversions or conversions.other ad engagements. Despite our efforts, it can be difficult to detect fraudulent, suspicious or other invalid activity for different reasons. If fraudulent or other malicious activity is perpetrated by others, and we are unable to detect and prevent it,fraudulent, suspicious or other invalid activity, the affected advertisers may experience or perceive a reduced return on their investment. High levels of invalidfraudulent, suspicious or fraudulentother invalid activity could lead to dissatisfaction with our advertising services, refusals to pay, refund or make-good demands or withdrawal of future business. Any of these occurrences could damage our brand and lead to a loss of our revenue.
A loss of the services of our technology vendors could adversely affect execution of our business strategy.
Should some of our technology vendors terminate their relationship with us, our ability to continue the development of some of our products could be adversely affected, until such time that we find adequate replacement for these vendors, or until such time that we can continue the development on our own.
 
We may not be able to enhance our platformplatforms and solutions to keep pace with technological and market developments in our evolving industry.
 
To keep pace with technological developments, satisfy increasing developer requirements, maintain the attractiveness and competitiveness of our advertising solutions and ensure compatibility with evolving industry standards, we will need to regularly enhance our platform and solutions as well as develop and introduce new services on a timely basis. We also must update our software to reflect changes in advertising networks’ application programming interfaces (“APIs”), technological integration, cybersecurity and terms of use. The success of any enhancement or new solution depends on several factors, including timely completion, adequate quality testing, appropriate introduction and market acceptance. Our inability, for technological, business or other reasons, to timely enhance, develop, introduce and deliver compelling advertising services in response to changing market conditions and technologies or evolving expectations of advertisers or consumers could hurt our ability to grow our advertising business.
 
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Our products operate in a variety of computer and device configurations and could contain undetected errors, failures or defects that could result in product failures, lost revenue and loss of market share.
 
Our software and advertising products may contain undetected errors, failures or defects, especially when the products are first introduced or when new versions are released. Our customers’ computer and other device environments are often characterized by a wide variety of standard and non-standard configurations that make pre-release testing for programming or compatibility errors very difficult and time-consuming. As a result, there could be errors failures or failuresdefects in our products. In addition, despite testing, by us and beta testing by some of our users, errors, failures or bugsdefects may not be found in our products and new products or releases until after commencementversions of commercial sales and distribution.our products. In the past, we have discovered software errors, failures and defects in certain of our product offerings after their full introduction and have experienced delayed or lost revenue during the period required to correct these errors.errors, failures and defects.
 
Errors, failures or defects in our products released by us could result in negative publicity, product returns, make-goods, refunds, loss of or delay in market acceptance of our products, loss of competitive position or claims by customers. Alleviating any of these problems could require significant expense and resources and could cause interruptions to our products.
 
We depend on third partythird-party service providers, suppliers and vendors, such as internet, telecommunication, data center, cloud computing and hosting providers, to operate our platforms, websites and services. Temporary failure of these services, including catastrophic or technological interruptions, would materially reduce our revenue and damage our reputation, and securing alternate sources for these services could significantly increase our expenses and be difficult to obtain.
 
The availability of our products and services and fulfillment of our customer contracts depend on the continuing operation of our information technology and communications systems and networks, and those of our third-party service providers, suppliers and vendors. Our products’ operation as well as our internal conduct and daily management are supported by third-party internet, hosting, SaaS services, and telecommunication providers. Such third-party service providers, suppliers and vendors may experience disruptions, which would reduce our revenue and increase our costs. We own servers located in Israel, Europe and the United States and we also rent the services of approximately 1,000thousands of servers located around the world, mainly through Amazon Web Services.world. Our servers mainly include mainly web servers, application servers, data collection servers, data storage servers, data processing servers, mail servers and database servers. While we believe that there are many alternative providers of hosting and other communication services available to us, the costs associated with any transition to a new service provider, supplier or vendor could be substantial. Furthermore, although we maintain back-up systems and networks for most aspects of our operations, we could still experience deterioration in performance or interruption in our systems and networks, delays, and loss of critical data and registered users and revenue, in addition, the servicesrevenue. Our systems and networks, and those of suchour third-party service providers, could besuppliers and vendors, are vulnerable to damage, interference, or interruption from earthquakes, hurricanes, floods, fires, cybersecurity attacks,modifications or upgrades, terrorist attacks, war, natural disasters, fires, pandemics (including COVID-19), the effects of climate change (such as sea level rise, drought, flooding, wildfires, and increased storm severity), power losses,loss, telecommunications failures, andcyber-attacks, computer viruses, ransomware attacks, denial-of-service attacks, phishing schemes, break-ins, sabotage, intentional acts of vandalism, misconduct or similar events. The occurrence of a natural disaster or an act of terrorism,Such events, a decision to close such providersthird-party facilities on which we rely without adequate notice, or other unanticipated problems could result in lengthy interruptions to our services. The facilities of such providers also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct.
 
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Our systems and networks are also not fully redundant, and our disaster recovery planning may not be sufficient for all eventualities. In addition, we may have inadequate insurance coverage to compensate us for losses from a major interruption. Furthermore, interruptions in the services of our providers or their inability to meet the service capacity we require, could result in interruptions in the availability or functionality of our solutions or materially impede our ability to attract and onboard new customers to services and to maintain relationships with current customers. Difficulties of this kind could damage our reputation, be expensive to remedy and curtail our growth. For more information, see the Risk Factor titled – “Our business and financial performance may be materially adversely affected by information technology issues, data breaches, cyber-attacks and other similar incidents, as well as insufficient cybersecurity and other business disruptions.” Additionally, should some of our third-party service providers, suppliers and vendors terminate their relationship with us, our ability to continue the development of some of our products could be adversely affected, until such time that we find adequate replacement for these vendors, or until such time that we can continue the development on our own. Any of the foregoing could materially adversely affect our business, financial condition, and operating results.
 
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The introduction of new browsers and other popular software products may materially adversely affect user engagement with our search services.

Users typically install new software and update their existing software as new or updated software is introduced online by third-party developers. In addition, when a user purchases a new computing device or installs a new internet browser, it generally uses the internet search services that are typically pre-installed on the new device or internet browser. Our products are distributed online and are usually not pre-installed on computing devices. Further, as many software vendors that distribute their solutions online also offer search services alongside their primary software product, users often replace our search services with those provided by these vendors in the course ofwhile installing new software or updating existing software. After users have installed search solutions offered by us, any event that results in a significant number of our users changing or upgrading their internet browsers could result in the failure to generate the revenue that we anticipate from our users and result in a decline in our user base. Should we not be able to timely respond to such changes or in the event that the search solutions offered by vendors would offer better user experience than the one offered by us, this could have an adverse effect on our business, financial condition and our results of operations. Finally, although we constantly monitor the compatibility of our internet search services and related solutions with such new versions and upgrades, we may not be able to make the required adjustments to ensure constant availability and compatibility of such solutions.
 
Risks Related to Regulatory ChangesData Protection Regulations
 
Regulatory, legislative, or self-regulatory developmentsOur business depends on our ability to collect, use, maintain and otherwise process data, including personal data, to help our clients deliver advertisements and to disclose data relating to the performance of advertisements. Any limitation imposed on our collection, use, maintenance or other processing of this data could significantly diminish the value of our solution and cause us to lose sellers, buyers, and revenue. Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, e-commerce and internet advertising privacy and data collection and protection, and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations threaten our ability to collect, use, maintain and otherwise process this data, could harm our business and subject us to significant costs and legal liability for non-compliance.
 
Our business is conducted through the internet and therefore, among other things, we are subject to the laws and regulations that apply to e-commerce and online businesses around the world. These laws and regulations are becoming more prevalent in the United States, Europe, Israel, Canada and elsewhere and may impede the growth of the internet and consequentlyor otherwise adversely impact our services. These laws and regulations and laws may cover privacy, data collection and protection, location of data storage and processing,privacy, cybersecurity, e-commerce, content, use of “cookies,” access changes, “net neutrality,” pricing, advertising, distribution of “spam,” copyright and other intellectual property, libel, marketing, distribution of products, protection of minors, consumer protection, accessibility, taxation and online payment services.
Many areas of the lawlaws and regulations affecting the internet remain largely unsettled, even in areas where there has been some legislative or regulatory action.
 
For example, weWe collect, use, maintain and otherwise process certain data, including personal data, about our customers (including, without limitation, customers’ clients or users), partners, candidates and employees, consultants, leads and consumers. Our ability to collect, use, maintain or otherwise process personal data has been, and could be further, restricted by existing and new laws and regulations relating to data protection, data privacy and data collection and protection,cybersecurity,  including the EU General Data Protection Regulation 2016/679 (the “GDPR”), the U.K.’s General Data Protection Regulation (“U.K. GDPR”), the rules and regulations promulgated under the authority of the Federal Trade Commission (the “FTC”), the CCPA, the Israeli Privacy Protection Law, 1981 and the regulations thereunder (“Israeli Privacy Law”), Canada’s federal Personal Information Protection and Electronic Documents Act (the “PIPEDA”),  the Quebec Privacy Act and other laws such as Quebec’s new Privacy Legislation Modernization Act (“Quebec’s Law 25” and together with thePIPEDA and the Quebec Privacy Act, “Canadian Privacy Law”) and the EU ePrivacy Directive (“ePD”). These laws and regulations generally define personal data to include location data and online identifiers, which are commonly used and collected parameters in digital advertising and, among other things, impose stringent user consent requirements and permit data subjects to request that we discontinue using certain data. In addition, some countries are considering or have enacted legislation requiring local storage and processing of data that could increase the cost and complexity of delivering our services.
 
Additionally, the uncertainty created by these laws and regulations can be compounded when services hosted in one jurisdiction are directed at users in another jurisdiction. For instance, European data protection rules may apply to companies which are not established in
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In the European UnionEconomic Area (“EU”EEA”). The, the U.K. and Canada, we are subject to the GDPR, has an even wider territorial scopethe U.K. GDPR and contains significant penalties for non-compliance. The GDPR,Canadian Privacy Law, which, among other things, imposesimpose requirements to provide detailed and transparent disclosures about how personal data is collected and processed, grantsgrant rights for data subjects to access, delete or object to the processing of their personal data, providesprovide for a mandatory breach notification to supervisory authorities (and in certain cases, affected individuals) of certain data breaches, setsset limitations on the retention of personal data and outlinesoutline significant documentary requirements to demonstrate compliance through policies, procedures, training and audits. To further complicate matters in Europe, to date, supervisory authorities inIn the member states have some flexibility when implementing European DirectivesEEA and certain aspects of the GDPR, which can lead to diverging national rules. European supervisory authorities have been very active in terms of enforcing data protection rules, including with respect to cookie-related matters.

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The withdrawal of the United Kingdom (“U.K.”) from the EU (“Brexit”) also has created uncertainty with regard to the regulation of data protection in the United Kingdom. Since January 1 2021, when the transitional period following Brexit expired, we have been required, failure to comply with the GDPR and the U.K. GDPR can result in significant fines and other liability under applicable law. In particular, under the GDPR, fines of up to EUR 20 million (or GBP 17.5 million under the U.K. GDPR) or up to 4% of the annual global revenue of the noncompliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. European data protection authorities have already imposed fines for GDPR violations, in some cases, of hundreds of millions of euros.
In Canada, the data privacy landscape is made up of different provincial data privacy laws (including the Quebec Privacy Act and Quebec’s Law 25), Canadian federal data privacy laws as well as sector-specific data privacy laws. On September 22, 2021, Quebec passed Quebec’s Law 25 overhauling the U.K.’s General Data Protection Regulation (“U.K. GDPR”) (combiningQuebec Privacy Act. Quebec’s Law 25 imposes strict controller requirements, such as privacy policies; enhanced consent requirements when collecting, using or disclosing personal data; risk assessments and data breach notification. Quebec’s Law 25 also granted individuals certain data privacy rights including a right to erasure, right to restrict processing and, as of September 22, 2024, a right to data portability. Also under Quebec’s Law 25, organizations must provide, by default, the GDPR andparameters ensuring the UK’s Data Protection Acthighest level of 2018), which exposes usconfidentiality of a technological product or service offered to two parallel regimes, each of which authorizes similar fines and may subject usthe public. Canadian Privacy Law applies not only to increased compliance risk based on differing, and potentially inconsistent or conflicting, interpretation and enforcement by regulators and authorities (particularly, if the laws are amended in the future in divergent ways). With respectthird-party transactions, but also to transfers of information between us and our subsidiaries, and under Quebec’s Law 25, personal data from the European Economic Area (“EEA”), on June 28, 2021, the European Commission issued an adequacy decision in respect of the U.K.’swould include employee information. Failure to comply with Canadian Privacy Law and other data protection framework, enablingprivacy laws within Canada may expose us to administrative fines, litigation or enforcement actions brought by data transfers from EU member states to the U.K. to continue without requiring organizations to put in place contractual or other measures in order to lawfully transfer personalsubjects and regulatory authorities, class actions and even punitive damages. Canadian federal data between the territories. While it is intended to last for at least four years, the European Commission may unilaterally revoke the adequacy decision at any point, and if this occurs, it could lead to additional costs and increase our overall risk exposure. Additionally, the European Commissionprivacy law is currently re-examining its Decision 2011/61/EU regarding the adequacy of Israeli law, in light of the GDPRbeing overhauled and developments in Israeliwe expect that data privacy legislation which could result in revoking Israel’s adequacy status for purposes of transfers of personal data from the EEAacross Canada will continue to Israel. The outcome of this examination may also affect the U.K.’s approach on the adequacy of Israeli law with respect to the U.K. GDPR, which could require us to further review and amend the lawful mechanisms by which we make and/or receive personal data transfers from the U.K. It is unclear how U.K. data protection laws or regulations will developevolve in the medium to longer term.coming months and years.
 
Additionally, recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal data from the EEA to the United States. Most recently, on July 16, 2020, in a case known as Schrems II, the Court of Justice of the European Union (“CJEU”) invalidated the EU-US Privacy Shield Framework (“Privacy Shield”), under which personal data could be transferred from the EEA to U.S. entities which had self-certified under the Privacy Shield scheme. While the CJEU upheld the adequacy of the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism, and potential alternative to the Privacy Shield) (“SCCs”), it made clear that reliance on SCCs alone may not necessarily be sufficient in all circumstances. The CJEU's decision also cast doubt over the effectiveness of the SCCs. The European Data Protection Board, which subsequently issued a revised set of SCCs for organizations to utilize, released their comments on the supplementary measures that can be used to ensure a sufficient level of data protection when transferring personal data. The comments indicated that organizations need to perform a data transfer impact assessment to evaluate the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals, and that additional measures and/or contractual provisions may need to be put in place. However, the nature of these additional measures is currently uncertain. Comparable risks and considerations apply with respect to transfers of personal data from the U.K. to the United States.

Similarly, there have been laws and regulations adopted throughout the United States and in Israel that impose new obligations in areas such as privacy, in particular protection of personal information and implementing adequate cybersecurity measures to protect such information. In the United States,U.S., both federal and state legislation alsolaws and regulations govern the collection, use, maintenance and other processing of personal data, and the advertising industry has been subject to review by the Federal Trade Commission (the “FTC”),FTC, U.S. Congress, and individual states. For example, at the California Consumer Privacy Act (“CCPA”),U.S. federal level, we are subject to the rules and regulations promulgated under the authority of the FTC, which regulates unfair or deceptive acts or practices, including with respect to data protection, data privacy and cybersecurity, and has taken an increasingly active approach to enforcing such regulations. Moreover, the U.S. Congress has recently considered, and is currently considering various proposals for more comprehensive data privacy and cybersecurity legislation, to which we may be subject if passed. Additionally, at the U.S. state level, we are subject to, among other things, the CCPA which provides data privacy rights for California residents and operational requirements for covered companies. Among other things, companies covered by the CCPA must provide newcertain disclosures to California residents and afford such residents the ability to opt-out of certain sales of personal information.data. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. In addition, to the CCPA, the California Privacy Rights Act, (“CPRA”), which passed in November 2020 and will taketook effect in January 2023, will expandhas expanded the rights granted under the CCPA and imposeimposed additional notice and opt out-obligations, including an obligation to provide California residents with the ability to opt-out toof the processing of personal informationdata for purposes of behavioral advertising.advertising and restrictions on the “sale” or “share” of personal data (which it defines broadly under the CCPA), with significant enforcement penalties for non-compliance. Additional U.S. states have implemented, or are in the process of implementing, similar new laws or regulation (forregulations. For example, the Virginia Consumer Data Protection Act, (“VCDPA”) that will go into effect on January 1, 2023 and the Colorado Privacy Act, (“CPA”) which will gothe Connecticut Data Privacy Act and the Utah Consumer Privacy Act all went into effect on July 1, 2023) thatin 2023 and impose new data privacy rights and obligations. Further, laws in all 50 states require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach. More generally, some observers have noted that the CCPA, CPRA, VCDPA, and CPA could mark the beginning ofThis marks a trend toward more stringent United States federal and state data privacy legislation, which could increase our potential liability and adversely affect our business.
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The As of January 2024, there are at least nine comprehensive U.S. state data privacy laws taking effect between 2024 and 2026, including in Delaware, Florida, Indiana, Iowa, Montana, New Jersey, Oregon, Tennessee and Texas. Laws and regulations similar to the CCPA and eventually the CPRA, VCDPA, CPA, and other legal and regulatory changes, are making it easier for certain individuals to opt-out of having their personal data processed and disclosed to third parties through various opt-out mechanisms, which could result in an increase to our operational costs to ensure compliance with such legal and regulatory changes. Further, laws in all 50 states require businesses to provide notice to consumers whose personal data has been disclosed as a result of a data breach.
Four US states (Vermont, California, Texas, and Oregon) have enacted data broker laws and regulations imposing certain requirements on data brokers, including, without limitation, requirements relating to registration, consent, disclosure, and/or cybersecurity. In recent years, there has also been an increase in attention to and regulation of privacy and data collection and protection across the globe, including in the United States with the increasingly active approach ofaddition, the FTC has increasingly issued orders restricting data brokers from selling certain location data obtained by tracking individuals’ mobile devices. Other countries and jurisdictions have enacted and may further enact similar or related laws or regulations, and/or their authorities may reach similar decisions. These laws, regulations and decisions could impact our services, business operations, practices, products, or our ability to enforcing data privacy under the Section 5 of the FTC Act pursuantreceive information necessary to the “Unfair and Deceptive Acts and Practices” framework. Similar to the GDPR, the CCPA, and eventually the CPRA, VCDPA, CPA, and other legal and regulatory changes, will require us to devote resources and incur additional costs associated with compliance, as well as impose additional restrictions onconduct our and our partners’ operations.business.
 
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In addition,Israel, failure to comply with the Israeli Privacy Protection Law, 1981 and its regulations, as well as the guidelines of the Israeli Privacy Protection Authority, may expose us to administrative fines, civil claims (including class actions) and, in certain cases, criminal liability. Current pending legislation may result in a changeliability (including imprisonment of our officers). An amendment to the currentIsraeli Privacy Law is pending and, if enacted, is expected to enhance fines and sanctions for breaching the Israeli Privacy Law and to strengthen the enforcement measures and sanctions.capacity of the Israeli Privacy Protection Authority. There have also been data privacy billslaws and regulations enacted in other countries around the world, such as Brazil, which have introduced new or expanded existing data privacy requirements and we expect that data privacy legislation and regulation will continue to evolve in the coming years. Therefore, it is difficult to determine whether and how such existing and forthcoming laws and regulations will apply to and impact the internet and our business.
 
Most of our products and services are provided without direct relationships with users/consumers, therefore, we rely on our data providers, customers or publishers to establish a legal basis required under the applicable data protection and data privacy laws and regulations (for example, to obtain the consent from the user) on our behalf to process their data and to implement any notice or choice mechanisms required under applicable data protection and data privacy laws and regulations, but if our data providers, customers or publishers do not follow this process (and in any event, as the legal requirements in this area continue to evolve and develop), we could be subject to liability.
Further, any failure
The uncertainty created by these laws and regulations can be compounded when services hosted in one jurisdiction are directed at users in another jurisdiction. For instance, certain data protection and data privacy laws (including the GDPR and Canadian Privacy Law) have an extra-territorial scope causing such laws to potentially govern activities conducted by organizations established in jurisdictions outside of, in the case of the GDPR, the EEA and, in the case of PIPEDA and Quebec’s Law 25, Canada and Quebec, respectively. These laws contain significant penalties for non-compliance. Additionally, under the GDPR, supervisory authorities in the EU member states have some flexibility when implementing European Directives and certain aspects of the GDPR, which can lead to diverging national rules. In addition, following the withdrawal of the U.K. from the EU, we are subject to the U.K. GDPR. While the U.K. GDPR current imposes substantially the same obligations as the GDPR, the U.K. GDPR will not automatically incorporate changes to the GDPR going forward (which would need to be specifically incorporated by the U.K. government). Moreover, the U.K. government has publicly announced plans to reform the U.K. GDPR in ways that, if formalized, are likely to deviate from the GDPR, all of which exposes us to two parallel regimes (GDPR and U.K. GDPR), each of which authorizes similar fines and may subject us to increased compliance risk based on differing, and potentially inconsistent or perceived failureconflicting, interpretation and enforcement by regulators and authorities (particularly, if the laws are amended in the future in divergent ways).
Additionally, some countries are considering or have enacted legislation requiring local storage and processing of data or otherwise restricting cross-border transfers of personal data that could increase the cost and complexity of delivering our services.  For example, as of September 22, 2023, Quebec’s Law 25 requires organizations to conduct a privacy impact assessment (“PIA”) in certain circumstances, such as when transferring personal data from Quebec to other jurisdictions (including to other provinces in Canada) as well as when acquiring, developing, or overhauling an information system or electronic service delivery system that involves the collection, use, release, keeping, or destruction of personal data. Such PIAs can be time consuming and costly and may impact our ability to attract/retain customers and service providers. Additionally, the GDPR and the U.K. GDPR generally prohibit the transfer of personal data from the EEA and the U.K. to the United States and most other countries, unless the transfer is to a country deemed to provide adequate protection (such as Israel, Canada or the U.K.) or the parties to the transfer have implemented specific safeguards to protect the transferred personal data. The GDPR and the U.K. GDPR requirements apply not only to third-party transactions, but also to transfers of information between us and our subsidiaries, including employee information.
Where we transfer personal data outside the EEA or the U.K. to a country that is not deemed to be “adequate,” we rely on transfer mechanisms available under the relevant laws and regulations, and the efficacy and longevity of such mechanisms remains uncertain. In some jurisdictions like the EU, U.K., Canada and Israel, the law and guidance on data transfers is rapidly developing and recent developments will require us to review and may require us to amend or supplement the legal mechanisms by which we make and/or receive personal data transfers. Additional costs may need to be incurred in order to implement necessary safeguards to comply with the GDPR and the U.K. GDPR and potential new rules and restrictions on cross-border transfers of personal data could increase the cost and complexity of conducting business in some markets. If our public privacy policies and practices, or those of third parties who process personal data on our behalf, are, or are perceived to be, insufficient, or if individuals have concerns regarding the transfer of personal data from the EEA or the U.K. to the U.S., we could be subject to enforcement actions or investigations by individual EU or U.K. data protection authorities or lawsuits by private parties.
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European supervisory authorities have also been very active in terms of enforcing data protection rules.  EU national laws that implement the ePD, which concerns the processing of personal data and the protection of privacy in the electronic communications sector, may be replaced by an EU regulation, known as the ePrivacy Regulation, which may alter rules on cookies and other public statements abouttracking technologies, impose burdensome requirements surrounding obtaining consent and significantly increase fines for non-compliance. While the text of the ePrivacy Regulation is still under development, a recent European court decision, a regulator’s recent guidance, and recent campaigns by a not-for-profit organization are driving increased attention to cookies and other tracking technologies under existing law. Increased regulation of cookies and similar technologies in the EEA and the U.K., in addition to certain other jurisdictions such as Canada and the U.S., and any decline of cookies or similar online tracking technologies as a means to identify and potentially target individuals, may lead to broader restrictions and impairments on our business activities and negatively impact our efforts to understand users. Industry participants in the advertising technology ecosystem have taken or may take action to eliminate or restrict the use of cookies and other identifiers. Google has announced plans to fully eliminate support for third-party cookies in the Chrome browser in 2024, and Apple has already implemented further restrictions on the use of mobile identifiers on its devices. Such changes require us to take adaptive measures, which may include substantial development and commercial changes. While we are taking measures to shift away from third-party cookies-based solutions, by using our proprietary cookieless solution, SORT®, which enables advertisers to reach their audience in real time without storing any personally identifiable data, we still rely on third-party cookies-based solutions. If regulators start to enforce an increasingly strict approach, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our solutions and services, divert the attention of our personnel, adversely affect our business, and subject us to additional liabilities.
The increase in attention to and regulation of data protection, data privacy and cybersecurity could potentially subjectacross the globe in recent years will require us to regulatory investigations, enforcement or legal actions,further devote resources and harm toincur additional costs associated with compliance, as well as impose additional restrictions on our reputation and if such policies or statements are found to be deceptive, unfair or misrepresentative of our actual practices, fines, monetary or other penalties, and other damage to our business and results and results ofpartners’ operations.
Although we strive to comply with applicable laws and regulations the evolving global standards regarding data protection, data privacy and cybersecurity and to inform our customers of our business practices prior to any installations of our product and use of our services, it is possible that these laws and regulations may be interpreted and applied in a manner that is inconsistent with our data collection, use, preservationmaintenance and other processing practices or that it may be argued that our practices do not comply with certain countries’ data protection, data privacy and data collection and protectioncybersecurity laws and regulations. Due to rapid changes in technology and the inconsistent interpretations of privacy and data collection and protection laws and regulations, we may be required to materially change the way we do business. The challenges imposed by the ongoing need to remain compliant with such laws and regulations, as well as the need to implement any changes required based ondue to newly introduced laws and regulations, may slow our growth, and if we are not able to cope with these challenges as effectively as other companies, we will be competitively disadvantaged. Any limitation on our ability to collect and utilize data, including personal data, would make it more difficult for us to be able to optimize ad placement for the benefit of our advertisers and publishers, which could render our solutions less valuable and potentially result in loss of clients and a decline in revenue. For example, we may need to adapt our advertising solutionsolutions that rely on third-party cookies to a “cookie-less” environment and introduce alternative solutions which may not provide the targeting capabilities provided by cookies. In addition, we may be required to implement physical, administrative and technological security measures that differ from those we have now, such as different data access controls or encryption technology. Further, we use cloud-based computing, which is not without substantial risk, particularly at a time when businesses of almost every kind are finding themselves subject to an ever-expanding range of privacy, data collection and processing and cybersecurity laws and regulations, document retention requirements, and other standards of accountability. Compliance with such existing and new laws and regulations can be costly and can delay or impede the development of new products, anyproducts.
In November 2022, the EU’s Digital Services Act (the “DSA”) came into force in the EEA, and the majority of its substantive provisions took effect on February 17, 2024. The DSA imposes new content moderation obligations, notice obligations, advertising restrictions and other requirements on online intermediaries and platforms, including providers of intermediary services, hosting services and social media services. Additionally, the DSA may indirectly impact additional players in the advertising technology industry by subjecting them to the DSA’s transparency requirements concerning online advertising. Although we do not expect the DSA to have a material impact on our operations, there could be indirect consequences that adversely affect the advertising technology industry and our business.
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Any  failure or perceived failure to comply with suchthe foregoing laws and regulations could result in negative publicity, increase our operating costs, require significant management time and attention and subject us to inquiries or investigations, litigation (including class actions), claims, or other remedies, including penalties, fines, sanctions and criminal and civil liabilities, or demands or orders that we modify or cease existing business practices, each of which could materially adversely affect our operating results and our business. Further, any failure or perceived failure to comply with our public privacy policies and other public statements about privacy and cybersecurity could potentially subject us to regulatory investigations, enforcement or legal actions, and harm to our reputation and, if such policies or statements are found to be deceptive, unfair or misrepresentative of our actual practices, fines, monetary or other penalties, and other damage to our business, financial condition and results of operations. Moreover, concerns about our collection, use, sharing, handlingmaintenance and other processing of personal data or other privacy relateddata protection-, data privacy- or cybersecurity-related matters, even if unfounded, could harm our reputation and operating results. For more information regarding government regulations to which we are subject, see Item 4.B. “Business Overview— Government Regulation.”
 
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If one or more states or countries determine that we are required to collect sales, use, or other taxes on the services that we sell, this may result in liability to pay sales, use, and other taxes (plus interest and penalties) on prior sales and a decrease in our future sales revenue.
 
While in some states we are subject to sales tax, in general, the digital advertising business has not traditionally paid sales tax. However, a successful assertion by one or more cities, states or countries that digital advertising services should be subject to such taxes or that we are not providing digital advertising services, but other services and should collect sales, use, or other taxes on the sale of our services, or that we have failed to do so where required in the past, could result in a decrease in future sales and/or substantial tax liabilities for past sales. Each state and country has different rules and regulations governing sales, use, and other taxes, and these rules and regulations are subject to varying interpretations that may change over time.
 
Following a US Supreme Court decision regarding the rights of individual states to tax out of stateout-of-state suppliers, certain states have adapted their statutes to expand taxation on out-of-state suppliers of goods and services. Some states are also pursuing legislative expansion of the scope of goods and services that are subject to sales and similar taxes as well as the circumstances in which a vendor of goods and services must collect such taxes. Furthermore, legislative proposals have been introduced in Congress that would provide states with additional authority to impose such taxes. Accordingly, it is possible that either federal or state legislative changes may require us to collect additional sales and similar taxes from our clients in the future which could impact our future sales, and therefore could result in a material adverse effect on our revenue.
 
For example, in Februarysince 2021, the State of Maryland’s House of Delegates and Senate approvedMaryland enacted legislation to tax digital advertising revenue.revenues, which is currently under review by the relevant courts. Similar bills have been introduced in several other states.
Certain countries in the European Union and elsewhere have recently adopted taxation on digital services including digital advertising, in various forms, such enacted and proposed taxes may have an impact on us.
 
Under current Israeli, U.S., Canada, U.K., Ukrainian and FrenchUkrainian law, we may not be able to enforce non-competition and non-solicitation covenants and, therefore, we may be unable to prevent our competitors from benefiting from the expertise of some of our former employees and/or vendors, whether current or former.
 
We have entered into non-competition and non-solicitation agreements with many of our employees and vendors. These agreements prohibit our employees and vendors, if they terminate their relationship with us, from competing directly with us, working for our competitors, or soliciting current employees away from us for a limited period. Under current Israeli, U.S., U.K. and Ukrainian law, and French law,further under proposed legislation such as Senate Bill S3100A in new York, we may be unable to enforce these agreements, in whole or in part, and it may be difficult for us to restrict our competitors from gaining the expertise that our former employees gained while working for us. For example, Israeli courts have required employers seeking to enforce non-compete undertakings of a former employee to demonstrate that the competitive activities of the former employee will harm one of a limited number of material interests of the employer which have been recognized by the courts, such as the secrecy of a company’s confidential commercial information or its intellectual property. If we cannot demonstrate that harm would be caused to us, we may be unable to prevent our competitors from benefiting from the expertise of our former employees.
 
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Risks Related to our Intellectual Property
 
Our proprietary information, technology and other intellectual property may not be adequately protected and thus our technologyintellectual property may be unlawfully copied by or disclosed to other third parties.
 
We regard the protection of our proprietary information, and technology and other intellectual property as critical to our success. We strive to protect our intellectual property rights by relying on contractual restrictions, trade secret, lawtrademark, copyright and patent laws and other common law rights, as well as federal and international intellectual property registrations and the laws on which these registrations are based. However, the technology we use and incorporate into our offerings may not be adequately protected by these means.
 
We generally enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business, in order to limit access to, and the disclosure and use of, our proprietary information.information, technology and other intellectual property. However, we may not be successful in executing these agreements with every party who has access to our confidential information or contributes to the development of our intellectual property. In addition, those agreements that we do execute may be breached, and we may not have adequate remedies for any such breach. Further, these contractual arrangements and the other steps we have taken to protect our intellectual property maywould not prevent the misappropriation of our intellectual property and/or trade secrets, or deter independent development of similar intellectual property by others.
 
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In addition, there is no assurance that any existing or future trade secrets, patents, copyrights or trademarks will afford adequate protection against competitors and similar technologies. Our intellectual property rights may be challenged, invalidated,misappropriated, infringed, reverse-engineered, circumvented, or circumventedotherwise violated by others, or challenged and invalidated through administrative processprocesses or litigation. Effective trade secret, trademark and patent protections are expensive to develop and maintain, as are the costs of defending or enforcing our rights. Further, we cannot assure youprovide any assurances that competitors will not misappropriate, infringe, reverse-engineer, circumvent or otherwise violate our patents or trademarks,intellectual property rights, or that we will have adequate resources to defend or enforce our rights.  In addition, the laws of some countries do not provide the same level of intellectual property protection as U.S. or Israeli laws and courts.
 
Third party claimsClaims of misappropriation, infringement or other violation of third-party intellectual property rights or other third-party claims against us could require us to redesign our products, seek licenses, or engage in costly intellectual property litigation, which could adversely affect our financial position and our ability to execute our business strategy.
 
Given the competitive and technology-driven nature of the digital advertising industry, companies within our industry often design and use similar products and services, which may lead to claims of third-party intellectual property misappropriation, infringement, or other violation and potentiallysubsequent litigation. We have been, and in the future may be, the subject of claims that our solutions and underlying technology misappropriate, infringe or otherwise violate the intellectual property rights of others. Regardless of whether such claims have any merit, these claimsthey are time-consuming and costly to evaluate and defend, and the outcome of any litigation is inherently uncertain. Our business may suffer if we are unable to resolve claims of third-party intellectual property misappropriation infringement or misappropriation claimsother violation without major financial expenditures or adverse consequences.
 
If it appears necessary or desirable, weWe may seek to obtain licenses to usethird-party intellectual property rights that we desire to use but are allegedly misappropriating, infringing or otherwise violating or may misappropriate, infringe or desire to use.otherwise violate without such licenses. Although holders of these types of intellectual property rights often offer these licenses, we cannot assure youprovide any assurances that such licenses will be offered on acceptable terms or that the terms of any offered licenses will be acceptable to us.at all. Our failure to obtain a license for key intellectual property rights such as these from a third partythird-party for technology, or content, sound, or graphic used by usgraphics we use could cause us to incur substantial liabilities andor to suspend the development andor sale of our products. Alternatively, we could be required to expend significant resources to re-designredesign our products or develop non-infringing technology.technology, content, sound, or graphics. If we are unable to re-designredesign our products or develop non-infringing technology, content, sound, or graphics, our revenue could decrease and we may not be able to execute our business strategy.
 
On December 22, 2015, Adtile Technologies Inc. filed a lawsuit against Perion and Undertone alleging, 
inter alia,38 that Undertone’s UMotion advertising format, “hand phone” image, and use of the full tilt library infringes on its intellectual property. On February 3, 2016, Adtile Technologies Inc. filed a motion for preliminary injunction to, inter alia, prevent Undertone from creating or selling motion-activated advertisements. On June 23, 2016, the court denied Adtile’s motion for a preliminary injunction. On June 24, 2016, the court (i) granted Perion’s motion to dismiss and (ii) granted Undertone’s motion to stay the action and compel arbitration. As of the date of this report, Adtile had not commenced an arbitration proceeding and the court dismissed the case for administrative reasons. We believe that we have strong defenses against this lawsuit and we intend to defend against it vigorously if the case is ever resubmitted. However, if we do not prevail in this case, we may incur monetary damages and/or be prohibited from using certain intellectual property.

We may also become involved in litigation in connection with the brand namebrand-name rights associated with our Company name or the names of our products. We do not know whether others will assertThird parties may claim that our Company name, our brand names, or any of our brands name infringe(s)product names infringe their trademark rights. In addition, names we choose for our products may be alleged to infringe names held by others. If we have to change the name of our Company or any of our brands or products, we may experience a loss in goodwill associated with our brandsuch name, customer confusion andor a loss of sales. Any lawsuit involving such name, regardless of its merit, would likely be time-consuming, expensive to resolve, and require additional managementdivert our management’s time and attention.
 
We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business.
 
A significant portion of our intellectual property has been developed by our employees in the course of their employment for us. Under the Israeli Patent Law, 5727-1967 or the(the “Israeli Patent Law,Law”), inventions conceived by an employee in the course and as a result of, or arising from, his or her employment with a company are regarded as “service inventions,” which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention rights. The Israeli Patent Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee or the Committee,(the “Israeli Royalties Committee”), a body constituted under the Israeli Patent Law, shall determine whether the employee is entitled to remuneration for his or her inventions. Case law clarifies thatAn employee may waive the right to receive considerationremuneration for “service inventions” can be waived by the employee and case law has held that in certain circumstances, such waiver does not necessarily have to be explicit. The Israeli Royalties Committee will examine, on a case-by-case basis, the general contractual framework between the parties using interpretation rules of thein accordance with general Israeli contract laws.law. Further, the Committee has not yet determined onethere is no specific formula for calculating this remuneration (but rather uses the criteria specifiedremuneration. Under Canadian law, employees benefit from a presumption that they are entitled to ownership of a patent of any invention they created in the Patent Law).course of their employment unless there is an express contract to the contrary or the employer can prove that the employee was employed for the express purpose of inventing. Although we generally enter into assignment-of-inventioninvention assignment agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their employment or engagement with us, we may still face claims demanding remuneration in consideration for assignedsuch inventions. As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business.
 
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We use certain “open source”“open-source” software tools that may be subject to intellectual property infringement claims or that may subject  our derivative works or productsof such open-source software to unintended consequences, possibly impairingwhich may impair our product development plans, interferinginterfere with our ability to support our clients, or requiringrequire us to allow access to the source code of our products or necessitatingnecessitate that we pay licensing fees.
 
Certain of our products contain open sourceopen-source code, and we may use more open sourceopen-source code in the future. In addition, certain third partythird-party software that we embedembedded in our products contains open sourceopen-source code. Open sourceOpen-source code is computer code that is covered by a license agreement that permits the user to liberally use, copy, modify and distribute the software without cost, provided that such users and modifiers abide by certain licensing requirements. The original developers of the open sourceopen-source code provide no warranties on such code.
 
As a result of theour use of open sourceopen-source software, we could be subject to suits by parties claiming ownership of what they believe to be their proprietary code or we may incur expenses in defending claims alleging non-compliance with, or seeking to enforce, certain open sourceopen-source code license terms. In addition, third party licensors do not provide intellectual property protection with respect to the open source components of their products, and we may be unable to be indemnified by such third-party licensors in the event that we or our customers are held liable in respect of the open source software contained in such third party software. If we are not successful in defending against any such claims that may arise, we may be subject to injunctions and/or monetary damages or be required to purchase a costly license or re-engineer our software products to remove the open sourceopen-source code from our products.products, which may be a costly and time-consuming process, and we may not be able to complete such re-engineering process successfully. Such events could disrupt our operations and the sales of our products, which would negatively impact our revenue and cash flow.
 
Moreover, under certain conditions, the use of open source code to create derivative codewe may obligate usbe obligated to make the resulting derivative works of open-source code available to others at no cost. The circumstances under which our use of open sourceopen-source code would compel us to offer derivative code at no cost are subject to varying interpretations. If we are required to publicly disclose the source code for such derivative products or to license our derivative products that use an open sourceopen-source code license, our previously proprietary software products may be made available to others withoutat no charge. If this happens,As a result, our customers and our competitors may have access to our products withoutat no cost to them which could harm our business. Certain open sourceopen-source code licenses require, as a condition to use, modificationmodify and/or distribution ofdistribute such open sourceopen-source code, that proprietary software incorporated into, derived from or distributed with such open sourceopen-source code be disclosed or distributed in source codesource-code form, be licensed for the purpose of making derivative works, or be redistributable at no charge. The foregoing requirements may under certain conditions be interpreted to apply to our software, depending upon the use of the open sourceopen-source code and the interpretation of the applicable open sourceopen-source code licenses.
We monitor The terms of many open-source code licenses to which we may be subject have not been interpreted by U.S. or foreign courts, and there is a risk that open-source code licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our use of open source codeability to avoid subjectingprovide or distribute our products to conditions we do not intend.or services. The use of open sourceopen-source code however, may ultimately subject some of our products to unintended conditions so that we are required to take remedial action that may divert resources away from our development efforts.
 
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In addition, third-party software licensors generally do not provide warranties or controls on the origin of software or other contractual protections regarding infringement claims or the quality of the code with respect to the open-source components of their products and would not indemnify us in the event that we or our customers are held liable for intellectual property infringement or other software-related claims in respect of the open-source components contained in such third-party software. Further, some open-source code is known to have security risks and other vulnerabilities and architectural instabilities, or are otherwise subject to security breaches due to their wide availability, and are provided on an “as-is” basis. There is typically no support available for open-source code, and we cannot ensure that the authors of such open-source code will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open-source code, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, have a material adverse effect our business, financial condition and results of operation.
Risks Related to the Geographical Location of our Operations
 
Our business isrelies significantly reliant on the North AmericanU.S. market. Any material adverse change in that market could have a material adverse effect on our results of operations.
 
Our revenue havehas been concentrated within the North AmericanU.S. market, accounting for approximately 89%86% of our revenue for 2021.in 2023. A significant reduction in the revenue generated in such market, whether as a result of a recession that causes a reduction in advertising expenditures generally or otherwise, which causesother circumstances that cause a decrease in our North AmericanU.S. revenue could have a material adverse effect on our results of operations.  Recent fluctuations in prevailing interest rates due to higher-than-average inflation materially increase the likelihood of such circumstances and present significant potential challenges to our U.S. business.
 
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Our business may be materially affected by changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these policies, or the uncertainty surrounding their potential effects, could adversely affect our results of operations and share price.
 
We operate in a global market and are subject to tax in Israel and other jurisdictions. Our tax expenses may be affected by changes in tax laws, international tax treaties, international tax guidelines (such as the Base Erosion and Profit Shifting project of the OECD’s Inclusive Framework (“BEPS”)).
 
The members of the OECD’s Inclusive Framework on BEPS has recently madehave agreed in October 2021 on certain recommendations, informally known as BEPS 2.0 or Pillar Two, which aim to modify international taxation norms with respectthe introduction of a 15% minimum tax applicable to in-scope multinational enterprises (with revenue in excess of Euro 750 million). The UK and the EU member countries as well as additional countries have already enacted legislation to implement the recommendations which have come into effect in 2024. Israel has agreed in principle to the adoption of the global minimum tax rate, however, it has not yet announced any proposed legislation for its implementation. Our effective tax rate and cash tax payments could increase in future years as a result of these changes. Further, the OECD’s Inclusive Framework on BEPS known as Pillar One is progressing. This framework deals with the allocation of taxing rights with respect to multinational enterprises with revenue in excess of Euro 20 billion and introductionprofitability of minimum taxation,more than 10%, focusing mostly on the digital economy. Currently, thereeconomy, such as the proposed multilateral convention that was published in October 2023 and is uncertainty asexpected to what modifications will be madesigned in these recommendations and how they willJune 2024.  While we are not subject to the foregoing, we could be implemented.indirectly impacted.

Certain of these changes could have a negative impact on our results of operations and business. The impact of these changes is uncertain and may not become evident for some period of time. The uncertainty surrounding the effect of the reforms on our financial results and business could also weaken confidence among investors in our financial condition. This could, in turn, have a materially adverse effect on the price of our ordinary shares. Shareholders are urged to consult their tax advisors regarding the effect of these changes to the U.S. federal tax laws on an investment in our shares.
 
Our international operations involve special risks that could increase our expenses, adversely affect our operating results and require increased time and attention of our management.
 
A large portion of our operations are performed from outside the United States. In addition, we derive and expect to continue to derive a portion of our revenue from users outside the United States. Our international operations and sales are subject to a number of inherent risks, including risks with respect to:
 
potential loss of proprietary information, technology and other intellectual property due to piracy, misappropriation, infringement, or other violation or laws that may be less protective of our intellectual property rights than those of the United States;
 
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costs and delays associated with translating and supporting our products in multiple languages;
 
foreign exchange rate fluctuations and economic instability, such as higher interest rates and inflation, which could make our products more expensive in those countries;
 
costs of compliance with a variety of laws and regulations;
 
restrictive governmental actions such as trade restrictions and potential trade wars;
 
limitations on the transfer and repatriation of funds and foreign currency exchange restrictions;
 
compliance with different consumer, data protection, data privacy and data collection and protectioncybersecurity laws and regulations, and restrictions on pricing or discounts;
 
lower levels of adoption or use of the internet and other technologies vital to our business and the lack of appropriate infrastructure to support widespread internet usage;

lower levels of consumer spending on a per capita basis and fewer opportunities for growth in certain foreign market segments compared to the United States;
 
lower levels of credit card usage and increased payment risk;
 
changes in domestic and international tax regulations; and
 
geopolitical events, including war and terrorism.
 
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Political, economic and military instability in the Middle East and specifically in Israel may impede our ability to operate and harm our financial results. Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and elsewhere in the region, and Israel’s war against them, may adversely affect our operations which would lead to a decrease in revenues.
 
Our principal executive officesWe are incorporated under the laws of the State of Israel, where we also maintain our headquarters. A significant portion of our research and development activities and other significant operations are located in Israel. In addition, a numberIsrael, and most of our officers and directors are residents of Israel. Accordingly,As a result, political, economic and military conditions inaffecting Israel directly influence us. Any major hostilities involving Israel, a full or partial mobilization of the reserve forces of the Israeli army, the interruption or curtailment of trade or air traffic between Israel and its trading partners, or a significant downturn in the surrounding region may directlyeconomic or financial condition of Israel could adversely affect our business, financial condition and results of operations. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries, as well as terrorist acts committed within Israel by hostile elements. Any hostilities involving Israelgroups or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations. In December 2008 and January 2009 there was an escalationindividuals. Escalation in violence among Israel, Hamas, the Palestinian Authority and other groups, as well as extensive hostilities along Israel’s border with the Gaza Strip whichhave resulted in missiles being fired from the Gaza Strip into Southern Israel. Similar hostilities accompanied by missiles being fired from the Gaza Strip into Southern Israel as well at areas more centrally located near Tel Aviv and at areas surrounding Jerusalem, occurred during November 2012 and July through August 2014. These conflicts involved missile strikes against civilian targets in various parts of Israel, including areas in which our employees and some of our consultants are located, and negatively affected business conditions in Israel. Sincetimes. Additionally, since April 2011, internal conflict in Syria has escalated, and chemical weapons have been used in the region. Foreign actorsConflicts in the Middle East, including in Egypt and Syria which countries border Israel, have resulted in continued political uncertainty and continue to interveneviolence in Syria.the region. This instability and any intervention may lead to deterioration of the political and economic relationships that exist between the State of Israel and some of the countries in the region, and may have the potential for additional conflicts in the region. In addition, Iran has threatened to attack Israel and may be developing nuclear weapons. Iran also has a strong influence among extremist groups in the region, including Hamas in Gaza, Hezbollah in Lebanon and various rebel militia groups in Syria. Furthermore, in early January 2020, certain events contributed to an increase in hostilitiesamid the increased hostility between the United States and Iran, and as a result Iran issued multiple public statements threatening to attack Israel and the United States. These situations have escalated at various points in recent years and may escalate in the future to more violent events, which may affect Israel and us. Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations and could make it more difficult for us to raise capital. Parties with whom we do business have sometimes declined to travel to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

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In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas. In addition, since the commencement of these events, there have been continued hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and southern border (with the Houthi movement in Yemen, as described below). It is possible that hostilities with Hezbollah in Lebanon will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank as well as other hostile countries, such as Iran, will join the hostilities. Such clashes may escalate in the future into a greater regional conflict.

The intensity and duration of Israel’s current war against Hamas are difficult to predict, as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing that may involve a downgrade in Israel’s credit rating by rating agencies (such as the recent downgrade by Moody’s of its credit rating of Israel from A1 to A2, as well as the downgrade of its outlook rating from “stable” to “negative”), which may have a material adverse effect on our Company and its ability to effectively conduct its operations.
In connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service. Currently, a limited number of our employee have been called to service.  Additional employees are or may be called for service in the current or future wars or other armed conflicts in which Israel is or may become engaged and such persons may be absent for an extended period of time. As a result, our operations may be disrupted by such absences, which disruption may materially and adversely affect our business and results of operations. Additionally, the absence of employees of our Israeli suppliers and business partners due to their military service in the current or future wars or other armed conflicts may disrupt their operations, which in turn may materially and adversely affect our ability to deliver or provide products and services to our partners.

The hostilities with Hamas, Hezbollah and other organizations and countries have included and may include terror, missile and drone attacks. In the event that our facilities are damaged as a result of hostile actions, or hostilities otherwise disrupt our ongoing operations, our ability to deliver or provide products and services in a timely manner to meet our contractual obligations towards customers and partners could be materially and materially adversely affected. Our commercial insurance does not cover losses that may occur as a result of events associated with the security situation in the Middle East.war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that thissuch government coverage will be maintained or that it will sufficiently cover our potential damages. Any lossesLosses or damages incurred by us could have a material adverse effect on our business. Any armedArmed conflicts or political instability in the region would likelymay negatively affect business conditions and could harm our results of operations.
 
Further, inIn addition, some countries around the past, the State ofworld restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continue or increase. In addition, there have been subjectedincreased efforts by countries, activists and organizations to economic boycotts. Several countries still restrict businesscause companies and consumers to boycott Israeli goods and services. In addition, in January 2024 the International Court of Justice, or ICJ, issued an interim ruling in a case filed by South Africa against Israel in December 2023, making allegations of genocide amid and in connection with the Statewar in Gaza, and ordered Israel, among other things, to  take measures to prevent genocidal acts, prevent and punish incitement to genocide, and take steps to provide basic services and humanitarian aid to civilians in Gaza. There are concerns that companies and businesses will terminate, and may have already terminated, certain commercial relationships with Israeli companies following the ICJ decision. The foregoing efforts by countries, activists and organizations, particularly if they become more widespread, as well as the ICJ rulings and future rulings and orders of other tribunals against Israel (if handed), may materially and adversely impact our ability to sell and provide our products and services outside of Israel.
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Finally, political conditions within Israel may affect our operations. Israel has held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. In response to such initiative, many individuals, organizations and institutions, both within and outside of Israel, voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel, as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets and with Israeli companies. These restrictive lawsother changes in macroeconomic conditions. To date, these initiatives have been substantially put on hold. If such changes to Israel’s judicial system are again pursued by the government and policiesapproved by the parliament, this may have an adverse impacteffect on our operating results, financial condition or the expansion ofbusiness, our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.
In addition, many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be military reserve duty call-ups in the future. Our operations could be disrupted by such call-ups, which may include the call-up of members of our management. Such disruption could materially adversely affect our business, prospects, financial condition and results of operations.operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

We are exposed to the risk of natural disasters, political events, war, terrorism and pandemics, each of which could disrupt our business and adversely affect our results of operations.

Events beyond our control could have an adverse effect on our business, financial condition, results of operations and cash flows. Disruption to our business resulting from natural disasters, political events, war, terrorism, pandemics or other reasons could impair our ability to continue to provide uninterrupted service to our advertisers and partners. For example, tensions between Russia and Ukraine, recently resulting in Russia’s invasion of Ukraine, and the possibility of retaliatory measures taken by the U.S. and NATO have created global security concerns that could have a lasting adverse impact on regional and global economies, and in turn, may lead to reduced spending on advertising and adversely affect our results of operations. Similarly, disruptions in the operations of our key third-parties, such as data centers, servers or other technology providers, could have a material adverse effect on our business.

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While we have disaster recovery arrangements in place, they have not been tested under actual disasters or similar events and may not effectively permit us to continue to provide our services. If any of these events were to occur, to our business, our business, results of operations, or financial condition could be materially adversely affected.
 
Investors and our shareholders generally may have difficulties enforcing a U.S. judgment against us, our executive officers or our directors or asserting U.S. securities laws claims in Israel.
 
We are incorporated under the laws of the State of Israel. Service of process on us, our Israeli subsidiaries, our directors and officers and the Israeli experts, if any, named in this annual report on Form 20-F, substantially all of whom reside outside of the United States, may be difficult to obtain within the United States.
 
Furthermore, because a significant portion of our assets and investments, and substantially allmost of our directors, officers and Israeli external experts are located outside the United States, any judgment obtained in the United States against us or any of them may be difficult to collect within the United States.
 
We have been informed by our legal counsel in Israel that it may also be difficult to assert U.S. securities laws claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. There is little binding case law in Israel addressing these matters. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.
 
Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a U.S. judgment in a civil matter, including a judgment based upon the civil liability provisions of the U.S. securities laws, as well as a monetary or compensatory judgment in a non-civil matter, provided that the following key conditions are met:
 
subject to limited exceptions, the judgment is final and non-appealable;
 
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the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state;
 
the judgment was rendered by a court competent under the rules of private international law applicable in Israel;
 
the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts;
 
adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence;
 
the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel;
 
the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and
 
an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court.
 
The tax benefits available to us for activities in Israel require us to meet several conditions and may be terminated or reduced in the future, which would increase our costs and taxes.
 
We have benefited and currently benefit from a variety of Israeli government programs and tax benefits with regards to our operations in Israel, that generally carry conditions that we must meet in order to be eligible to obtain any benefit. Our tax expenses and the resulting effective tax rate reflected in our financial statements may increase over time as a result of changes in corporate income tax rates, other changes in the tax laws of the countries in which we operate, non-deductible expenses, loss and timing differences, or changes in the mix of countries, where we generate profit.
 
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If we fail to meet the conditions upon which certain favorable tax treatment is based, we would not be able to claim future tax benefits and could be required to refund tax benefits already received including interest and linkage to the Israeli consumer price index. Any of the following could have a material effect on our overall effective tax rate:
 
we may be unable to meet the requirements for continuing to qualify for some programs;
 
these programs and tax benefits may be unavailable at their current levels; or
 
we may be required to refund previously recognized tax benefits if we are found to be in violation of the stipulated conditions.

Additional details are provided in Item 5.A “Operating Results” under the caption “Taxes on Income,”Income”, in Item 10.E. “Taxation” under the caption “Israeli Taxation” and in Note 1513 to our Financial Statements.

ITEM 4.          INFORMATION ON THE COMPANY
 
A.          HISTORY AND DEVELOPMENT OF THE COMPANY
A.HISTORY AND DEVELOPMENT OF THE COMPANY
 
Our History
 
We were incorporated in the State of Israel in November 1999 under the name Verticon Ltd., changed our name to IncrediMail Ltd. in November 2000 and in November 2011 changed our name to Perion Network Ltd. We operate under the laws of the State of Israel. Our headquarters are located at 26 HaRokmim Street, Holon 5885849, Israel. Our phone number is 972-73-398-1000. Our website address is www.perion.com. The information on our website does not constitute a part of this annual report. Our agent for service in the United States is Intercept Interactive Inc. d/b/a Undertone, which is located at One World Trade Center, 77th71st Floor, Suite A,J, New York, NY 10007.
 
We completed the initial public offering of our ordinary shares in the United States on February 3, 2006. Since November 20, 2007, our ordinary shares are also traded on the TASE.
 
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In the recent years, we completed several acquisitions, including the acquisition of ClientConnect Ltd. in 2014, the acquisition of Interactive Holding Corp. in 2015, which we refer to, together with its subsidiaries, as “Undertone”, the acquisition of Septa Communications LLC, also known as “Captain Growth”, in March 2019, the acquisition of Content IQ LLC in January 2020, the acquisition of Pub Ocean in July 2020, and the acquisition of Vidazoo in October 2021.2021 and the acquisition of Hivestack in December 2023.
 
Our SEC filings are available to you on the SEC’s website at http://www.sec.gov. This site contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The information on that website is not part of this annual report on Form 20-F and is not incorporated by reference herein.
 
Principal
For a description of our principal capital expenditures and divestitures, see Item 5. “Operating and Financial Review and Prospects - Liquidity and Capital ExpendituresResources.”
 
In 2019, 2020 and 2021, capital expenditures consisted of $1.2 million, $0.5 million and $0.6 million, respectively, mainly from investments in computer hardware and software.
B.BUSINESS OVERVIEW
 
To date, we have financed our general capital expenditures with cash generated from operations and debt. To the extent we acquire new products and businesses, these acquisitions may be financed by any of, or a combination of, cash generated from operations, or issuances of equity.
B.          BUSINESS OVERVIEW
General

Perion is a global technology innovatorleader in theconnecting advertisers to consumers across all major digital advertising ecosystem, providing brands, agencieschannels, including search advertising, social, display, video, digital audio, digital out of home (DOOH) and publishers withConnected TV (CTV) advertising. According to eMarketer, this represents a holistic ability to identify and reach their most valuable customers – across all channels – with high-impact creative units that are orchestrated by its proprietary Intelligent Hub (iHUB), which, we believe, offers untapped cross-sell opportunities that we are just starting to realize.

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Perion’s technology leadership leverages the Company’s scale, operating across the three main pillars of digital advertising: ad search, social media, and display/video/CTV, operate in antotal addressable market of more than $571$611 billion in 2022 that2023, which is expected to grow to $785$920 billion by 2027 globally.
Our goal at Perion is to be seamlessly integrated within the consumer journey, and naturally exist in various digital properties they encounter during their day. To achieve that, we develop technological solutions that are integrated into multiple touchpoints: video ads in the morning, personalized audio messages during their commute, passing by digital screens and billboards, browsing online, or relaxing in front of a smart TV.
As we operate in a highly competitive market, we continuously seek new innovative products and solutions that address current and future advertiser needs. We develop, enhance, acquire, and aggregate tools and solutions that are relevant in an ever-evolving market. We own and operate a variety of digital properties. We have a strategic footprint across channels, formats, and geographies, and we keep expanding it, organically and inorganically through acquisitions.
Industry Overview
According to eMarketer reports, digital advertising spending accounted for 67.5% of total worldwide media advertising in 2023, reaching approximately $611 billion and expected to increase to approximately $920 billion and 74.7% of total media advertising spend by 2027.
With the surge in digital ad spending, technology's role in targeting, delivering, and measuring advertising campaigns is becoming more crucial across diverse platforms and screens. Here are some key trends and opportunities in the industry:
CTV Ad Spending
As viewership increasingly shifts from conventional broadcast and cable TV to connected TV platforms, advertisers have the chance to leverage advanced data analytics and targeting capabilities inherent to digital platforms. According to eMarketer, CTV ad spending in the U.S. accounted for $24.6 billion in 2025, according2023, or 9.1% of total U.S. digital ad spending, and is expected to eMarketer.grow by 72.4% to $42.4 billion in 2027, representing 10% of total U.S. digital ad spending for that year, taking a growing share of linear TV ad spending. 
This shift allows for more personalized and engaging ad experiences, reaching audiences across multiple devices and formats. The granular audience insights available through Connected TV (CTV) and Over-The-Top (OTT) platforms enable advertisers to optimize their campaigns for better ROI and expand their reach to additional audiences, tapping into viewer preferences and behaviors. Consequently, the CTV space is not just expanding the reach for advertisers but also enhancing the effectiveness of advertising by making it more relevant and interactive, opening innovative options for ad tech evolution and future growth.
Commerce and Retail Media Networks
According to eMarketer, worldwide retail media ad spend is expected to reach $140 billion in 2024, marking a 21.8% increase over 2023 and positioning Retail Media as one of the fastest-growing segments in digital advertising. In the U.S., Retail Media accounted for $46.7 billion representing 17.3% of total U.S. digital ad spending in 2023 and is expected to reach $60 billion by 2024 and $110 billion by 2027, representing 19.5% and 26.0% of total U.S. digital ad spending, respectively.
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Retail media networks harness first-party data with technological solutions to create a powerful business opportunity through delivering ads that resonate with consumers, potentially transforming advertising into immediate purchases. The synergetic combination of advertising technologies and commerce platforms create a consumer experience that is localized and personalized, while generating a new revenue stream for retailers, and profitable advertising venues for advertisers.

Search Advertising
Search advertising is characterized by its targeted approach and effectiveness in reaching potential customers who are actively searching for products or services online. As technologies advance and user behaviors shift, search advertising continues to offer a powerful tool for businesses to reach high-intent audiences, driving both online and offline conversions.
According to eMarketer, advertisers will increase their investment in search advertising, reaching $175.8 billion in 2027. The U.S. search advertising spend accounted for $113.7 billion in 2023, representing 42.1% of total U.S. digital ad spending, and is expected to grow by 12.4% year-over-year to reach $127.8 billion in 2024, which represents 41.7% of U.S. digital ad spending.
DOOH
Digital out-of-home (DOOH) refers to digital media used for advertising outside of the consumer's home in the public domain. Unlike traditional out-of-home advertising, such as billboards and bus stop printed posters, DOOH utilizes digital technology to display advertisements on a variety of digital screens, transforming ordinary public spaces into dynamic experiences, engaging audiences with eye-catching, contextually relevant content.
The transition from traditional out-of-home advertising to digital out-of-home and further to programmatic out-of-home (POOH) signifies an industry-wide shift towards embracing digital technology and data-driven approaches. This evolution is driven by the need for more engaging, interactive, and measurable advertising methods. Programmatic advertising technology enables advertisers to automate the buying, placement, and optimization of DOOH advertising in real-time. This offers more targeted advertising, efficient spending, and detailed analytics, providing insights into ad performance and audience engagement.
According to a PQ Media research report, worldwide DOOH ad spending is expected to increase from US$21.5 billion in 2023 to US$30.7 billion in 2026, reflecting a 42.8% growth.
Digital Audio
Digital audio advertising is witnessing steady growth. According to eMarketer, digital audio ad spending accounted for $6.7 billion in 2023, and is expected to grow by 10.5% to reach $7.4 billion in 2024 and $9.7 billion in 2027.
As consumers increasingly engage with digital audio platforms, advertisers are leveraging this medium to reach targeted audiences effectively. With the evolving landscape of media consumption, the digital audio advertising channel offers a unique and intimate way for brands to connect with listeners, driving incremental growth.
AI Technological Advancements
The digital advertising landscape is continually reshaped by artificial intelligence (AI) and machine learning (ML), which drive enhancements in targeted advertising, optimization, and performance measurement. These advancements are pivotal not just in campaign execution but also in creative development, significantly accelerating the campaign lifecycle. Leveraging AI, advertisers can generate a wide array of creative variations quickly, for images, text, video, and audio ads, and optimize campaigns in real-time, thereby achieving greater scale and impact. The integration of AI technologies adds the ability to analyze vast datasets, which in turn enables more precise targeting and personalization, enhancing the relevance of ads to individual users. Furthermore, AI-driven automation streamlines the advertising workflow, reducing manual tasks and increasing efficiency.
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Cookie Deprecation
The
Google's decision to phase out third-party cookies in Chrome has catalyzed the industry to seek alternative solutions. In response, the industry is exploring cookieless solutions such as contextual advertising, first-party data strategies, unified ID systems, and privacy-centric approaches. These innovations aim to balance effective targeting and personalization with user privacy, ensuring advertisers can still deliver relevant content without invasive tracking methods.
These key trends are driving the digital advertising industry's continued growth, propelled by relentless innovation and broader economic digitalization. We believe that the industry's leaders will be those who invest in advanced technology, uphold data privacy, and craft adaptable, and immersive user-focused advertising solutions.
Our Strengths
Business Diversification
Perion’s presence across all major channels of digital advertising provides diversification of our revenue streams and market agility that allows us to rapidly capitalize on shifts in spending and budget allocation in a timely and efficient manner.
Our diversified revenue streams encompass a blend of search advertising and display advertising. This includes a direct-response solution that is used by various publishers, and cross-channel high-impact advertising across the open web through video, CTV, DOOH, and digital audio. Our programmatic DOOH capabilities extend our reach globally, allowing omni-channel engagement with consumers in public spaces across 32 countries, including retail stores, transportation hubs, hotels and other venues.
Perion’s technology is designed to continually balance the right mix of channels to achieve optimal yield. This integrated technological moat delivers robust optimized campaigns that combine creativity, reach, and our proprietary targeting capabilities. This moat also includes Perion’s exceptional client service and turnkey provisions of comprehensive, full-funnel solutions to all brands and agencies.
Focus on Technology
Technology and innovation are core drivers of our culture and operations and are essential for our growth. Hence, we invest substantial resources in research and development to develop new solutions, applications and services, improve our core technologies and enhance our technology infrastructure and capabilities.
Our research and development activities are primarily conducted in Israel, Europe and Canada, focusing on the development of new products, services and platform solutions that will offer our customers a full comprehensive solution for their advertising needs and a higher return on investment (ROI).
Our advanced technological solutions, offered by Perion, which apply toare applied throughout the entire consumer journey and marketing funnel, include capabilities that enable us to achieve above industry average margins.
Market Agility
Rapid shifts in media spending are poisedthe new normal, as brands have gained the insights and internal capabilities to benefit from the macro trends in theallocate media on a close to a real-time basis. Advertisers are shifting their digital advertising ecosystem, which include:budgets from awareness to performance, using different advertising channels, in accordance with macroeconomic impacts on consumer spending. Advertisers are also following consumer trends that often demonstrate dynamic behavior, by optimizing the media mix to match the consumer journey.

The growthPerion’s ability to rapidly shift and reallocate resources between different channels allows us to capitalize on these shifts in search driven byspending and budget allocation in a timely and efficient manner.
Efficient Operations
Over the growing shift to ecommerce;

The growth in video which is outpacing other forms of digital marketing;

The transition from linear TV to Digital TV;

The inevitable disappearance of the cookie in an increasing privacy-centric worldpast several years, Perion has been successfully implementing cross-company efficiency measures and the corresponding imperative of first-party data;

The need for high-engagement creative in what is called the “Attention Economy.”; and

The importance brands provide to advertising creativity vs. standard formats.

 In addition, brands are seeking new solutions that enable them to transcend the dominance of the triopoly—Google, Facebook and Amazon, which now control 86% of digital ad spend in the United States, according to eMarketer—to enable more flexible options that respect their brands, users, and need for monetization.

Another aspect of Perion’s technological solutions, which reflects Perion’s innovative future-forward approach, is Perion’s SORT™ technology. SORT Perion’s alternative to 3rd party cookies is first and foremost a resultprocesses as part of our ability to analyze all data signal from our assets to a single central place – intelligent HUB.

SORT - which stands for “Strategic Optimization of Relevant Traits” – is a provisional patent technology that not only eliminates the need for cookies, but is being demonstrated by actual, real-time comparison tests to outperform first-party cookies. This technology is a replacement for third-party cookies, which are currently an essentialprofitable growth strategy. The strict focus on efficient operations has become part of the targetingcompany’s DNA and is embedded in the day-to-day operations. This created an efficient operational infrastructure that allows incremental top and bottom-line growth at lower cost and improvement in our productivity.
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Part of the digital advertising market, but are under increasing pressure for the manner in which they violate user privacy. SORT is a competitive advantage that positions Perion to capture revenue as brands and advertisers move away from cookies,our highly efficient operations rely on the one hand, and other platforms such as Google – who announced the cessation of Cookies late last year, on the other hand.

On top of that, Perion also develops a centralized and intelligent hub, referred to as theour proprietary iHUB, which connects the supply and demand side assets of Perion and processes billions of signals. This provides five levels of value: operational savings – shared resources; Traffic Acquisition Costs and media buying optimization; increased customer value; market agility and creative firepower, as further described below.


1.Operational Savings – Shared Resources

The iHUB serves as a central function to all of Perion’s activities, actingacts as a shared infrastructure resource consisting of an ad-server, as well as a central real-time bidding engine, a smart data layer, and a sophisticated reporting.reporting mechanism. This efficiency eliminates excessive expenses that would otherwise be incurred byif business units when developinghad to develop separate infrastructures.


2.Traffic Acquisition Costs (TAC) Optimization

The iHUB allows our business units to quickly balance and harmonize demand and supply, providing optimum utilization of our owned &and operated supply, as well as what is available on the open web. This enables us to serve direct demand in a closed loop, generating superior efficiency and hence performance.performance, resulting in the optimization of our Traffic Acquisition Cost (TAC) and better margins.

Further, weThis optimization is enhanced by our ability to offer publishers and advertisers multiple ad products within our offering model. Thisto support their marketing efforts, which enables us to capture moreincrease market share optimizing the return on our go-to-market efforts.

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3.Increased Customer Value

Our advertisers benefit from both high scale and reach, as well as better matching on a segment basis. This is made possible by our cross-company data layer. This same technology offers customer value to our publishers, delivering more opportunities to monetize their inventory and generate incremental revenue - as we make multiple ad products from different business units available through our unified platform.

The investments we have made in the scale and reach of our iHUB have enabled us to develop our pioneering SORT technology. In fact, third-party research has shown that SORT can outperform cookies. As the industry moves to a post-cookie, privacy-first world, this technology is expected to provide strong competitive differentiation to the Company.


4.Market Agility and Creative Firepower

The COVID-19 pandemic has highlighted the importance of being able to respond to strategic shifts in advertising dollars allocated between video/CTV, display and search media. Through our diversified solutions portfolio, and our well-known high-impact ad formats, which provide advertising performance and brand engagement across multiple platforms and channels, we believe that Perion is well positioned to capitalize on the inevitable changes in digital advertising spending and quickly respond to the ever changing needs of the digital advertising market.

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Strength Through Diversification
Perion is positioned to benefit from the overall growth of the digital marketplace, through our diversified business solutions that cover the three main pillars of digital advertising—our search ad monetization; cross-channel high impact advertising, including through video and connected television, or CTV; social advertising through our actionable performance monitoring platform; and our content monetization system.
Intelligent High Impact Solutions that Win the War for Attention
Brands and advertisers are in a war for attention, and it is getting more intense. Without delivering impactful creative through the proper channels, brands cannot express a cohesive, creative campaign throughout the purchase funnel, nor can they achieve successful ROI (Return on Investment). Perion’s High Impact Advertising (HIA), which includes rich media and engaging iCTV, is the breakthrough answer to effective creative expression. It breaks through the clutter and ad blindness that conventional ad units cannot overcome, enabling the upper- and mid-funnel brand objectives that all brands and agencies require, turning awareness into performance.
We operationalize our proprietary, creatively-led solutions based on years of user engagement and interactions with different kinds of advertising units. These units are informed by the requirements of our advertisers and our cultural insights. Because our mission is to assure that our HIA creative can be distributed to the right audiences, we have built and grown our curated network of publishers where our HIA are served.
Our superior performance is enabled by our proprietary cookieless targeting solution, Smart Optimization of Responsive Traits (SORT) that allows brands to reach optimal performance by predicting how consumer groups will respond to our HIA, without the limitations in scale of legacy 3rd party cookie-based targeting. Our technology utilizes real-time, cookieless data signals to identify users with shared traits & classify them into addressable SmartGroups.
Perion’s technology is designed to continually balance the right mix of channels – from display to video/CTV – to improve ROAS (Return on Ad Spend). This complete technological moat delivers robustly optimized campaigns that combine creativity, reach, and our proprietary targeting capabilities. This moat also includes Perion’s white-glove service and the turnkey provision of comprehensive, full-funnel solutions to all brands and agencies.

Video Monetization & Revenue Management

Online Video is by far the most growing category in ad spends over the last 5 years. Budgets continue shifting from traditional TV to online video and online TV. Audiences shrink and marketers pour their advertising dollars into digital video.

As budgets continue rising, digital publishers recognize the incremental revenue opportunity entailed in video advertising, but they require the best video technology that can manage their video content delivery, ad serving and optimization. Vidazoo, our video optimization platform, is helping publishers with the best in class video technology and monetization. Through Vidazoo’s proprietary platform, we offer a wide range of video products, through which publishers can deliver a better user experience, increase video content consumption, and explore new monetization opportunities. Vidazoo’s most common tech products that are used by their publishers are: Video player and CMS, AdServer & Yield Management Engine.

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In addition, Vidazoo also provides monetization services (Ad Marketplace) that connect more than 25 programmatic advertisers with exclusive high quality and brand safe opportunities for video inventory across 180 publishers worldwide.
Content optimization Solution – Creating Opportunities for Publishers Under Pressure
The nature of today’s digital ecosystem makes audience growth challenging for publishers. This leaves them with fewer levers for growing their audiences and achieving profitable results, in a predictable and an efficient manner.
Perion’s Content Monetization Platform (branded as Wildfire) provides publishers with a strategic path to the future. In the face of declining revenues, Wildefire drives incremental growth with traffic that comes from Facebook, Taboola, Yahoo and others leading sources. Wildfire customers include Entrepreneur, Newsweek and Bonnier.
Wildefire platform uses intent signals to keep users engaged – moment-after-moment – by continually optimizing content, advertising and layout within mini-sites operated by the Wildefire platform. Our machine learning employs AI analysis and deploy tens of thousands of combinations of content and advertising. In addition, the Wildfire capabilities allow us to optimize revenue-per-session as well as refine and inform our decision-making by identifying pockets of profitability and loss.
Search monetization solution - Transforming Search into Revenue
Capturing consumers at the moment of highest intent simply works - so it’s no wonder that brands and publishes are allocating more and more dollars to search advertising.
Perion, through its publisher network, delivered approximately 16.7 million average daily searches in 2021 compared to 13.4 million daily searches in 2020, which represents an increase of 24% Year-over-Year.
Searching is a fundamental digital habit that we expect will continue to grow and hence we are continuously innovating and advancing our solutions to provide more value to our publishers. We deploy advanced AI, neural networks, and machine learning to optimize yield for our publishers and transform search into revenue.
At Perion we are poised to seize this shift, thanks to our longstanding relationship with Microsoft Bing and other leading search and content partners, across 34 countries.
U.S. search advertising market is estimated at $97 billion for 2022 according to eMarketer reports, which represents 40% of US digital ad spending. Microsoft Advertising has been our partner for over a decade, and in late 2020 we extended our partnership for four additional years.
In February 2022 we were named Microsoft Advertising’s 2021 Supply Partner of the Year EMEA. This prestigious award goes to the business that has shown excellence in partnership with Microsoft Advertising across all areas of collaboration. This recognition is based on key partnership results that include engagement, revenue growth, feature adoption in Search and Native, and the scale of joint activities.
According to Statista, as of April 2021, Microsoft BING had 1.08 billion of unique monthly global visitors, delivered 12 billion monthly searches over PC. According to Statista, as of January 2022, Microsoft BING had 7.61% worldwide PC market share. In addition, it generated approximately $8.5 billion in revenue in the 2021 fiscal year.
Our Search monetization solution is comprised of the following 3 offerings:
Website Monetization
Leveraging intent signals to deliver text ads, shopping offers, and premium news that enable site owners to gain higher revenues and enhanced user engagement.
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Search Mediation
Enables media traders to monetize search demand and achieve higher yields by leveraging the machine learning that drives our mediation platform.
App Monetization
Using intent-based search signals to monetize publishers' desktop and mobile apps, white-label search engines, and more.
Paragone’s The Cross-Channel Digital Advertising SaaS platform: Maximize Reach, Optimize Revenue, and Improve Efficiency
Paragone allows you to observe, in real time, paid digital advertising activities - across social networks and google - allowing performance marketers to easily identify opportunities for improvement, use AI to predict campaign success, and take action to maximize performance.
Paragone’s, through its Cross-Channel Digital Advertising SaaS platform, transferred approximately $380 million social budget in 2021 compared to $278 million social budget in 2020, which represents an increase of 37% Year-over-Year.

The steady growth of digital advertising has been accelerated by COVID-19 and the boom in e-commerce. This dramatic shift creates the existential challenge of running scaled campaigns across multiple networks and optimizing them for engagement in real-time. This requires the connection of massive amounts of cross-network data.
We collect and centralize previously siloed data enabling agencies and brands to manage cross-platform campaigns. We identify performance bottlenecks, improve productivity, customize metrics, predict results, and test new networks.
Our platform works with all the largest networks: Facebook, Instagram, Messenger, LinkedIn, Snapchat, Pinterest, Twitter, and Google and synthesizes data from attribution vendor including AppsFlyer, At Internet (Microsoft), Adjust, Moat and Google Analytics. The result is improved productivity and improved ROAS.
Industry Overview
Advertising
Our search advertising and display advertising are driven mainly by the integration of AI-based ad-tech, video, display, search, and social ad units - address the majority of digital ad spend.
Based on eMarketer reports, digital advertising spend accounted for approximately 55% of total worldwide media advertising during 2021, reaching $492 billion and expected to increase to $785 billion and approximately 57% of worldwide advertising spend by 2025. In 2021, US display advertising spend, including banners, rich media, video and social, was approximately $119 billion and expected to increase by 57% and reach $186 billion in 2025, according to eMarketer.
We believe the continued growth of digital ad spend will, in part, be driven by the convergence of television advertising and digital mediums, including instream and outstream digital video and CTV. Furthermore, cross-channel technologies such as automatic content recognition (ACR), which allows advertisers to connect brand messaging across television and digital channels, will further enable the convergence of ad spend. Our solution positions us in the sweet spot of these trends by providing a connective technology layer, which tracks the entire consumer journey and marketing funnel.
Advertisers, including major brands, are increasingly allocating media advertising budgets to digital channels and formats. While we work with some advertisers directly, our primary customers are advertising and media agencies, who are engaged by brand advertisers to develop and implement their media plans. We work with both sides of the market to plan, design, deliver, manage, and measure their digital advertising investments. We generally do not enter into long term contracts with our advertising customers, but respond to specific campaign requests, and are compensated based on ad formats, campaign complexity, impressions, and creative requirements.
We address the display advertising market through direct and programmatic media sales as well as managed and self-service advertising campaign management tools. Programmatic customers benefit from increased automation, transparency and resulting efficiency. Clients receive support throughout the campaign cycle, which starts with a consultative sales process to shape the best offering for that customer.
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Beyond ad-tech automation, advertisers are also increasingly looking for unique ad formats that are able to tell impactful stories on digital, by utilizing content, rich media, and digital video/CTV. We believe the shift beyond standard banner ad formats is unstoppable. Rich media, including our high-impact ad formats, as well as outstream and instream video accounted for $70 billion of US digital display ad spend in 2021 and is expected to increase by 67%, reaching approximately $117 billion in 2025, according to eMarketer. Digital video, including instream formats such as “pre-roll” and outstream formats such as “inline” represented the vast majority of rich media ad spend in 2021, topping $60 billion, and is expected to reach $105 billion by 2025, representing an increase of 75%, according to eMarketer. US Connected TV accounted for $10 billion, and is expected to reach $19 billion by 2023, representing an increase of 90%, according to eMarketer.
Social networks are expected to continue to be a major platform for digital advertising, and with a lot of innovation in the sector, advertisers will look for emerging platforms to reach existingcurrent and new audiences. According to eMarketer, in 2021, social networks accounted for $62 billion representing 29% of the US digital ad spending, which is expected to increase by 32% and reach $82 billion of US digital ad spending by 2023, which would represent 30% of the US digital ad spending.clients.
 
Users are devoting more and more time to social networks, estimated to reach approximately 71 minutes per day on social networks in 2022 in the US, representing 15% of time spent on digital media in 2022. Furthermore, emerging and new social networks, such as Instagram, Snapchat and TikTok, are further expanding social networks’ audiences and demographic reach.
It is estimated that 91% of digital display ads will be transacted through programmatic channels by 2023, including programmatic direct and real time bidding (RTB) campaigns, according to eMarketer. Driven by this trend, we invested and continue to make significant investments in AI-based technologies, which optimize both the price and performance of our digital advertising campaigns, including our acquisition of Captain Growth, which automates campaign performance with the capability of testing multiple ads and campaigns in real time.
In light of regulatory developments, including GDPR and CCPA, as well as existing and planned limitations to be enacted by major web browser publishers, including Google (who announced, in March 2021 the phase-out the support for third-party cookies in Chrome), Apple, and Mozilla, we expect advertisers to increasingly seek alternatives to third-party “cookie”-based targeting. We are focusing investments and R&D on opportunities in alternative targeting technologies.
Search
In 2021, US search advertising spend reached $86 billion and is expected to increase by 42% reaching $122 billion in 2025, representing 41% of US digital ad spending, according to eMarketer.
Search is the most intent-based form of advertising, as advertisements are served in direct response to the search queries, resulting in relevant advertisements yielding significant revenue to the search engine companies. Our search-related products address the market by engaging with premium search providers like Microsoft, and offer end users the ability to search the internet via easily embedded search functionality in different search assets.
The search engine market is highly competitive as providers such as Google, Microsoft, Verizon Media and other smaller players, seek to gain more market share. We believe such competition will increase the utilization of our search solution, which enables search providers to increase their market share.
The factors that drive the ability of our search engine partners to increase their revenue per search, include the availability of search advertising inventory relative to demand, as well as internal pricing dynamics. As the search market continues to grow and we continue to expand our search solution, the revenue earned by us and our partners is expected to grow as well. An example of such is the launch of our click-to-buy functionality – within user search activity – positions the Company for future growth and revenue.
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Growth Strategy
 
High level Growth PlanPerion’s growth strategy is built on a foundation of business diversification, global expansion, and leveraging innovative technological advertising solutions across all major channels, naturally existing on advertising properties along the consumer journey. This approach aims to enhance every stage of the advertising funnel - from awareness to purchase - leveraging the presence of our solutions on a multitude of advertising properties.
 
Our strategy encompasses channel diversification, including CTV, high-impact display, video, search, DOOH, and digital audio, among others, to ensure advertisers can build meaningful immersive relationships with their audiences in brand-safe environments.
Investments in commerce solutions and retail media are another cornerstone of our strategy, tapping into a rapidly growing revenue stream that capitalizes on retailers’ first-party data for personalized advertising.
Technological innovation remains at the heart of our growth, with investments in new technologies, tools, and partnerships that enhance our offerings and operational efficiency.
This is complemented by a strategic approach to growinorganic growth through acquisitions, targeting companies that align with our goals for expanding digital ad channels, customer reach, and technological capabilities.

A.Diversification and Market Insight
Our diversification model is strategically designed to quickly adapt to market shifts, enabling us to ‘follow the money’ by aligning our product offerings with our customers’ spending preferences. In 2023, this approach was particularly effective, as demonstrated by the standout growth in our Retail Media business, which saw a revenue increase of 114% to nearly $50 million, significantly surpassing our expectations. Similarly, our CTV and search advertising businesses experienced substantial growth, with increases of 56% and 23% year-over-year, respectively.
Furthermore, our investment in Commerce and Retail Media solutions exemplifies our commitment to identifying and capitalizing on lucrative verticals. According to eMarketer, Retail Media is expected growth to reach $110 billion in the U.S. by offering innovative2027, accounting for 26% of all digital ad spend. Retail Media Networks, leveraging retailers’ valuable first-party data, are expanding beyond traditional boundaries to attract new customers, distributing personalized offers across all screens, including Digital Out of Home (DOOH). While this is one important example, we will continue leveraging our diversified and diversified advertising, search, awareness and performancemodular technology solutions to anticipate and respond to emerging lucrative market opportunities, ensuring we stay ahead of where the world’s leading brands, agencies‘wind is blowing’ in the digital advertising landscape.

B.Privacy & Cookie Deprecation
The digital advertising industry is undergoing a significant transformation with the deprecation of third-party cookies and publishers. These solutions, driven by advanced technology, will make each componenttightened data protection and data privacy laws and regulations, posing a challenge to traditional methods of audience targeting and tracking. While some may see this as a disruptive challenge, we at Perion view it as an opportunity to innovate and reinvent the way we deliver value. One of the funnel – awareness, consideration, intentsolutions already in place is our SORT® (Smart Optimization of Responsive Traits), which employs sophisticated machine learning and purchase – operate more effectively.AI to offer cookieless targeting.
 
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SORT® represents just the beginning of our innovative journey; it is one of the first solutions in a privacy suite we are developing to address this evolving landscape. We will achieve this by offering compelling data-driven, digital advertisingare also focused on expanding SORT®'s capabilities across additional channels, reinforcing our commitment to innovation and our proactive stance in adapting to industry shifts. Our pipeline includes additional solutions, some of which are being developed through strategic integrations and search monetizationpartnerships, and others through holistic customer experiencesour in-house development efforts.
This privacy suite of solutions not only demonstrates our agility and innovative platforms that coverforesight but also solidifies our position as a leader in the three main pillarsnext generation of digital advertising, - ad search, social media and display / video / CTV.
driving our growth in a privacy-first world.
 

C.Geographical expansion
Growth
Geographical expansion is a key driver for our business's growth, happening in several impactful ways. Our recent purchase of the programmatic digital out of home advertising company, Hivestack, has immediately extended our business into more than 32 countries. We recently announced the launch of a new partnership in Brazil with Eletromidia, one of the biggest media companies in the country, through Innovationour Hivestack division. We also announced a new partnership with Way.io, a domestic Demand Side Platform (DSP) in China - the world’s largest DOOH market. These partnerships not only gets us into the fast-growing Chinese and Brazilian markets but also connects us with major players in the local media landscape. Additionally, our High Impact Display business is now working closely with Hivestack. This teamwork allows both parts of our business to share customers and reach new markets together. These steps show our commitment to growing globally and strengthening our position in the worldwide market, helping our business to grow further.

D.Investments in technology
 
Innovation, driven by the introduction of new technologies, tools, services and offerings, will address one of our key priorities, which is to makemakes our revenue models more predictable, sustainable and resilient. We are expanding our product portfolio to provide added value to our clients, without adding silos and overhead, while always maintaining efficiency across our different business units. The investments we have made in the scale and reach of our business have enabled us to develop a pioneering technology called SORT – Smart Optimization of Relevant Traits – which enables advertisers to identify consumers most likely to respond to their message without resorting to cookies. In fact, third-party research has shown that SORT can outperform cookies. As the industry moves to a post-cookie, privacy-first world, this technology is expected to provide strong competitive differentiation to the Company.
technological solutions such as SORT® and WAVE. To accelerate this process, we completed several acquisitions, including the most recent being the acquisitions of Septa Communication LLCVidazoo in March 2019 (knownOctober 2021 and of Hivestack in December 2023.

E.Inorganic growth strategy
Perion’s growth strategy consists of both organic and inorganic growth through acquisitions. Our net cash position provides us with the sufficient financial resources to acquire companies that will boost our growth either through expanding digital ad channels, expanding our customer reach, geographical footprint or through new and advanced technology that would shorten our time to market.
Perion follows a strict screening and evaluation process that includes several well-defined criteria, including clear synergies with our existing businesses, companies that display growth in high-growth categories (such as “Captain Growth”CTV, Retail Media and DOOH etc.), the acquisitionprofitable or with a clear path to profitability, high level of Content IQ LLC in January 2020, the acquisition of Pub Ocean in July 2020technological match, cultural match and more.
Recent acquisitions include the acquisition of Vidazoo in October 2021 to allow us to expand our capabilities and maximize our existing businesses.
Growth through Connected Devicesthe acquisition of Hivestack in December 2023, a global leader in programmatic digital-of-home advertising (DOOH) with superior technology and an unparalleled global footprint.
 
Our advertising offering targets brands that are focused on their relationship with consumers. They recognize that their reputation and ability to compete are determined by meaningful connections that are sequentially delivered by relevant, high-quality creative and advertising contexts, across all platforms, including video, CTV and iCTV, in brand-safe environments.Solutions
 
Our growth strategy also contemplatesPerion is positioned to benefit from the migration to 5G networks and the growing access to high-speed internet. Streaming of video content that takes advantage of faster delivery, as well as theoverall growth of CTV and internet-connected devices, is something we are investing in so we will be able to take advantage of upgraded user experiences.
We also intend to continue to invest in technology, partnerships and sales that offer our advertising clients enhanced features and functionalities to reach their consumers, including through using analytic tools such as ACR (Automated Content Recognition) TV viewership data.the digital marketplace.
 
Growth Through iHUBIn the rapidly evolving digital advertising space, we continue to innovate and offer a suite of diversified business solutions. Our solutions span across key domains such as search advertising, high-impact display, CTV, Retail & Commerce, DOOH, digital audio, SORT®, social and website publisher solutions.
 
Our iHUB, connectsWith a commitment to driving growth and diversifying our market share, Perion's solutions are designed to meet the supplycomplex needs of today's digital landscape, while respecting user privacy through proprietary and demand side assets and processes billions of signals. Our advertisers benefit from both high scale and reach, as well as better matching on a segment basis. This is made possible by our cross-company data layer. This sameleading industry solutions using technology offers customer value to our publishers, delivering more opportunities to monetize their inventory and generate incremental revenue - as we make multiple ad products from different business units available through our unified platform.
Growth Through Search Monetizationintegrations.
 
Our solutions are built to ensure higher yields for publishers leveraging their digital properties, as well as high-impact, effective advertising that resonates with audiences and delivers unparalleled ROI for brands and advertisers alike. We partner with world-class brands, leveraging proprietary technology to ensure an immersive advertising experience across all digital touchpoints on the consumer journey.
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A.Search Advertising
Capturing consumers at their moment of highest intent has been well-established as the most ROI positive advertising channel. Thus, it’s not surprising that advertisers are increasingly allocating budgets to search advertising.
Perion, through its publisher network, delivered 29.1 million average daily searches in 2023 compared to 18.5 million daily searches in 2022, which represents an increase of 57% year-over-year. Perion’s Search revenue in 2023 increased by 23% year-over-year to $345 million.
Our Search monetization solution leveragesis comprised of the following three offerings:
Content pages Monetization- with AI-based contextual Ads. Optimizing monetization of web pages by dynamically matching content with ads from a huge pool of our search partners’ advertisers.
App Monetization - using intent-based search signals to monetize publishers' desktop and mobile apps.
Search Mediation - enables media traders to monetize search demand and achieve higher yields by leveraging the machine learning that drives our mediation platform.
Searching is a fundamental digital behavior that signals the consumer has a high intent to complete a purchase of a product or service. We are continuously innovating and advancing our solutions to provide more value in this dynamically changing environment. We deploy advanced AI and machine learning to optimize yield for our publishers and transform search into revenue. At Perion we are poised to seize this shift, thanks to our longstanding relationship with Microsoft Bing and other leading search and content partners, to drive innovation and revenue based on AI and analytic tools as part of our ongoing effort to provide comprehensive and compelling search solutions and monetization tools to diversified publishers around the globe. We do this through a variety of digital properties, including websites, apps, extensions, and search engines.across more than 60 countries.
 
According to eMarketer reports, advertisers will increase their investment in search through 2027. The U.S. search advertising market is expected to reach $175.8 billion in 2027, and is expected to grow by 12.4% year-over-year to reach $127.8 billion in 2024, which represents 41.7% of U.S. digital ad spending.
Microsoft Advertising has been our partner since 2010. In addition to strategically diversifyingNovember 2020 we extended our revenue sources and extending our products suite and partners,partnership with Microsoft Advertising for four additional years. In the first quarter of 2024, we are embeddingexperienced a decline in our search functionalityadvertising activity, attributable to changes in advertising pricing and mechanisms implemented by Microsoft in its search distribution marketplace. These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners. These changes contributed to decreased search volume. For additional information see also the Risk Factor titled - “Our search advertising solution depends heavily upon revenue generated from our new products, thus increasingagreement with Microsoft, and any adverse change in that agreement could adversely affect our monetization potential.
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Technology
The Design principlesbusiness, financial condition and results of our technologies and research and development efforts consist of the following elements:
Supply and publisher integration;
Innovative Creative;
Demand generation;
Data and Analytics;
AI and optimization; and
Executional channels.
Advertising Solutions
The technology backbone behind our advertising solutions is designed to connect brands with consumers via meaningful digital interactions and experiences. This is done through 8 key components:operations.”
 

1.B.
Supply Management Platform;

2.
Demand Management Platform;

3.
Analytics Platform;

4.
Creative Platform;

5.
AI Platform;

6.
Actionable Performance Monitoring;

7.
Online video player; and

8.
Content monetization system.
High-Impact Display
 
Supply Management PlatformIn 2023, U.S. display advertising spend, including banners, rich media, video and social, was $150 billion and, according to eMarketer, is expected to increase by 61% and reach $242 billion in 2027.
Perion's High Impact Advertising Suite is at the forefront of digital advertising, transforming how brands engage with consumers in an ever-evolving digital landscape. eMarketer reports that rich media, including high-impact ad formats, as well as outstream and instream video accounted for over $97.5 billion of U.S. digital display ad spend in 2023 and is expected to increase by 75.9%, reaching approximately $171.5 billion in 2027. 
Leveraging the growth in digital media consumption, Perion's solutions transcend the limitations of traditional advertising methods, offering immersive experiences on desktop, mobile, and tablet. These offerings do more than just display ads; they engage audiences with rich media formats and moment-based messaging tailored to capture their attention and drive them to action. The effectiveness of these solutions is evidenced by partnerships with prestigious brands, such as Mercedes-Benz and Albertsons, illustrating a proven track record in achieving marketing goals.
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Perion amplifies the power of advertising with High Impact formats that integrate seamlessly across all screens. Core to our offerings is dynamic creative technology, which enables personalized experiences, backed by an experienced in-house design team crafting visually striking ads. Undertone's diversified premium cross-channel inventory assures high-quality campaign placements, while its targeting solutions take on both cookie-based and cookieless approaches to address the shifting paradigms in digital advertising. 
Flexibility is key; advertisers can choose between programmatic or managed executions, all underpinned by data-driven insights and optimizations. Committed to delivering measurable results, Perion implements full-funnel measurement to refine and advance campaign performance from inception to conclusion. Together, these integrated solutions revolutionize digital engagement, ensuring that brands not only maintain but amplify their presence in a competitive market.

C.CTV
Perion’s CTV business continued to gain traction, growing by 56% year-over-year in 2023, representing 8% of our total display advertising revenue.
Perion’s High Impact CTV Solution Suite stands as a testament to our commitment to elevating advertising efficacy and viewer engagement on streaming platforms. This suite is engineered to captivate audiences with a cinematic quality advertising experience, punctuating the traditional commercial break with storytelling precision and interactive elements. Perion harnesses the power of the big screen to ensure brands make an indelible impression during prime moments—whether it's during a gripping live sports event, the intermission of favorite shows, or even during a paused screen scenario. 
This comprehensive suite encompasses a wide array of formats designed to engage and interact with viewers. From Branded CTV, which integrates branding elements and custom animations, to Dynamic CTV, which personalizes content in real-time; every format is crafted for maximum impact. The Stay-Live CTV provides a picture-and-picture experience, keeping viewers connected during live events, while Interactive CTV overlays extend the advertisement's reach with additional interactive features.
Notably, the Live CTV with the LBar format maintains brand visibility with a non-intrusive 'L' shaped banner during live content—an innovation that sustains brand presence without the conventional video asset. Moreover, a strategic partnership with DirectTV for Pause Ads offers brands a novel avenue to occupy the screen during a user's reflective pause moments, providing another layer to the advertising experience.

D.Retail & Commerce
Retail Media is another important sector for advertising, as retailer data is highly leveraged to create advertising opportunities both on the retailer site and on the open web. Retail Media Networks are thought to be the “third wave” of digital advertising, as more and more retailers are looking to leverage their valuable first-party data through advertising, without compromising their control over that proprietary data. 
Perion’s retail media solution showcases the powerful combination of data and technology. Our technological solution is designed to enable large retailers to leverage their own data for increased sales, loyalty and ROI, replacing the outdated circular with the accuracy of digital targeting. Our retail media technology leverages the anonymized retailer first-party data, third party enrichment data that includes, among others, demographic, behavioral, contextual, location, and other environmental conditions, and our own proprietary data. These three data pools are processed through our AI-driven decisioning engine to produce thousands of dynamic creative permutations that allows us to deliver relevant, customized, personalized, localized dynamic high-impact ad experiences across all our media channels. 
In 2023, Perion’s Retail Media revenue stream stood out, and was among the top growth drivers for us, with a year-over-year revenue increase of 114% to nearly $50 million.

E.DOOH
With the acquisition of Hivestack, a programmatic DOOH technology innovator since 2017, Perion has entered an exciting market at its nascent stage, positioning us to capitalize on its anticipated growth.  
Hivestack is a global full stack platform that offers media owners an array of purpose-built software like the DOOH Ad Server, supply-side platform (SSP), and Header Bidder, designed to manage, deliver, and optimize advertising campaigns and revenue for digital screens, enhancing yield and diversifying demand sources efficiently.
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For media buyers, Hivestack's DOOH demand-side platform (DSP), along with its unique tools smart for campaign planning, delivery and measurement, provides robust capabilities for audience, geolocation and contextual targeting, sourcing optimal inventory and maximizing the effectiveness and ROI of DOOH advertising campaigns.
Hivestack’s platform is used by many of the world's largest brands, agencies, media owners, and partners including Uber, Colgate, Lego, InterContinental Hotel Group, Doordash, GroupM, Dentsu, The Trade Desk, Xandr, Clear Channel, Lamar, Stroër, and many more.
According to a PQ Media research report, DOOH ad spending is expected to increase from US$21.5 billion in 2023 to US$30.7 billion in 2026, reflecting a 15.3% CAGR.

F.Digital Audio
 
The Supply management platform operationalizes relationshipsU.S. Digital Audio Advertising Market is on a significant upward trajectory, with our publishers by treating every impressionprojections indicating that advertising budgets will approach $7.4 billion in an optimal manner. According to the business requirements and monetary expectations that derive from which ads are allowed, what prices are expected, and what is the allowable frequency. All components in our supply management platform are based on proprietary technology and are based on our specific needs and use cases.2024. This rapidly growing sector represents a substantial opportunity for innovative advertising solutions.
 
Demand ManagementResponding to this market demand, Perion has recently introduced WAVE, a cutting-edge addition to our advertiser solution suite. WAVE leverages Generative AI to produce dynamic audio ads, generating hundreds of thousands of tailored audio messages. This solution adapts in real-time to a variety of factors such as context, behavior, geography, and demographics, employing advanced AI algorithms to significantly enhance consumer engagement and impact.
Some of the early WAVE adopters include Pep Boys, a leading U.S. automotive service provider, operating in more than 900 locations across the U.S., and Albertsons, the second-largest supermarket chain in the U.S., integrating it into several successful campaigns.

G.SORT®
SORT® is a product of Perion’s AI Lab, a proprietary, privacy-focused targeting technology enabling the ability for advertisers to find the consumers most interested in their brand, in that moment, across all browsers and devices. This solution helps brands reach optimal performance by predicting how consumer groups will respond to an ad without privacy-invasive practices or legacy third-party cookie-based targeting tactics. 
SORT® technology utilizes real-time, cookieless data signals to identify users with shared traits and behaviors, then classifies them into addressable and anonymous Smart Groups using a sophisticated, proprietary AI algorithm. SORT® - which stands for “Smart Optimization of Responsive Traits” – not only eliminates the need for cookies, but is being demonstrated by actual, real-time comparison tests made by Neutronian, a respected third-party research firm, to outperform third party cookies. Due to such strong performance and the need for brands to shift to more privacy-focused approaches, SORT® is currently used by the majority of our eligible customers.
Further, SORT® does not collect or store any user data, as many other cookieless solutions do, which positions it as a superior, competitively advantaged replacement for third-party cookies. While cookies are currently an essential part of the targeting infrastructure of the digital advertising market, they are under increasing pressure for the manner in which they are perceived to violate user privacy. After postponing cookie deprecation several times in the past, Google announced that it will begin phasing out third-party cookies in Chrome by disabling them for 1% of users starting in Q1 2024 and ramping up to 100% of users in Q3 2024. Thus, SORT® provide a competitive solution that should enable Perion to capture additional revenue as brands and advertisers move away from traditional methods such as cookies. 
Finally, thanks to a proprietary “Privacy Shield” graphic logo that is incorporated into every ad unit utilizing the technology, SORT® consumers are able to recognize when an advertisement they are interested in is utilizing SORT®, and can feel a sense of safety and relief, that they won’t be followed around the web as their behavior is not being tracked.
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H.Social
 
The demand management platform addresses the needs of advertisers for campaign planning and design with a system that delivers a recommendation that will hit the goals of the advertisers. It will recommend advertising channels, audience targeting strategy and ad product mix which are all based on benchmarks and past experiences of the advertiser. Once the plan is created, the platform pushes instructions to the campaign management system for execution, based on parameters like dates, volume level, list of supply sources and campaign goal.
Analytics Platform
Our Analytics platform provides information and performance insights on the results of campaign investment and other campaign metrics - demonstrating the value of our solutions for our customers. This is a flexible system that reports all the required data based on the delivery of reach and impressions, budget invested engagement metrics, etc. The analytics platform supports our data driven culture – providing business stakeholders full visibility of KPI’s on key processes while facilitating data and reporting in a self-service manner, with pre-build dashboards and reports.
Creative Platform
The creative platform is a key component of our solution and allows us to innovate quickly on end user experiences. Our full-blown rich media platform leverages our proprietary ad units, and is tailored to the needs of our advertisers, providing them with a comprehensive solution to create compelling, engaging, dynamic, cross-platform and high-impact advertisements.
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AI Platform
Our AI platform uses machine learning to bring deep intelligence to the various phases of campaigns: planning, activation and reporting which utilize models built on top of our data platforms. Based on campaign-to-campaign learnings and heuristics, the platform generates better performance for our customers and improved efficiency by providing rules-based and budget optimizations.
Actionable Performance Monitoring
The Actionable Performance MonitoringPerion Social platform supports the various phases of campaign management across different channels.channels, integrated with all major social channels like Facebook, LinkedIn, Snapchat, TikTok and Reddit. The platform manages each of the planning, execution, optimization and measurement phases and simplifies the complexity of cross channel advertising for brands and agencies while optimizing performance through AI in one unified, actionable holistic and intuitive dashboard.
Perion also developed sophisticated capabilities to buy media on social channels such as Meta, X, and TikTok and others. The uniqueness is in the optimization process which runs in real-time,  connecting the monetization data flow and the cost of buying, per session. The service is a mix of manually managed service and machine learning algorithms that run dedicated buying rules.

I.Website Publisher Solution
The nature of today’s digital ecosystem makes audience growth and engagement challenging for publishers. Perion’s Website Publisher solutions provide publishers with monetization technology tools, including an Online Video Player, Content Monetization System, Ad Server, Social monetization, Display monetization, and Yield Ad Management Platform.
 
Online video, player (OVP)which includes in-stream, outstream and social network in-stream video advertising, among others, continues to surge as a dominant force in ad spending, with publishers and advertisers recognizing the potential for significant growth in revenue and brand exposure. According to eMarketer, 2024 programmatic digital video ad spending in the U.S. is expected to grow by 21% year-over-year to $94 billion.
 
AOur proprietary onlinesolutions help publishers monetize their assets, while enhancing user experience, through boosting video player and integratedcontent engagement, to unveil new revenue avenues. 
Enhancing its robust capabilities, our Website Publisher Solutions platform now integrates seamlessly with Amazon's Transparent Ad Marketplace (TAM) and Unified Ad Marketplace (UAM), offering publishers unparalleled access to our monetization capabilities and marketplace with ease.  
An additional component in our Website Publisher Solutions Platform, our Content Monetization system, helps publishers drive incremental growth using intent signals to keep users continuously engaged, as it repeatedly optimizes content, advertising and layout within owned and operated mini-sites, in partnership with third-party publishers. Our machine learning employs AI analysis and deploys tens of thousands of combinations of content and advertising to achieve maximum user engagement and publisher profitability.
Our Technology
Perion’s strong technology moat is embedded in the core of our products and solutions described above. Our advanced technological solutions, which are applied throughout the consumer journey and marketing funnel, include capabilities that enabled us to achieve above industry average margins:
The ability to monetize search traffic through our partnerships with search engines such as Microsoft Advertising (Bing), and others through innovative publisher-centric solutions and online quality control and monitoring systems.
The ability to meet advertiser demand for higher sustained user engagement with our sophisticated high-impact Ad suite;
The ability to monetize the fast-growing Retail Media business, reflected in 114% year-over-year revenue growth we achieved in 2023;
The ability to innovate in sectors that matter most to brands, such as:

The recent introduction of WAVE, a generative AI-powered dynamic audio solution that creates personalized audio advertising messages at scale;

SORT®, our proprietary cookieless targeting technology, which was developed in response to advertiser recognition of privacy matters and the upcoming deprecation of cookies by Google. SORT® displays the result of our ability to analyze the complex data signals that are derived from our assets that flow through our iHUB.
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The ability to integrate programmatic DOOH advertising via Hivestack, which uses cutting-edge technologies to target, deliver and measure unforgettable, immersive ads that connect brands with people on the go;
Our AI Lab, which houses our AI-based R&D pipeline, has already launched several products such as SORT® and WAVE. The current innovative product pipeline includes, among many others, upgrading SORT® to SORT® 2.0 and Dynamic Creative Optimization.
 
The technology backbone behind our solutions is designed to connect brands with consumers via meaningful digital interactions and experiences. This is done through these key components:
a.      Supply Management Platform
The Supply Management Platform facilitates relationships with our publishers by treating every impression in an optimal manner. Our platform is driven by business requirements and agreed upon monetary expectations, which in turn determine which ads are allowed, what prices are expected, and the allowable frequency. All components in our supply management platform are based on proprietary technology and our specific needs and use cases.
b.      Demand Management Platform
The Demand Management Platform addresses the needs of advertisers for campaign planning and design with a system that delivers a recommendation that will meet, and often exceed the specific goals of any advertiser. It recommends advertising channels, audience targeting strategies and ad product mix, which are all based on benchmarks and past experiences of the advertiser. Once the plan is created, the data-driven platform pushes instructions to the campaign management system for execution, based on parameters like dates, volume level, list of supply sources and campaign goal.
c.      Analytics Layer
Our Analytics Layer provides information and performance metrics and insights for our customers. It reports all the required data, including total budget; the delivery of reach and impressions; engagement metrics, etc. The Analytics Layer supports our data driven operations, providing advertisers full visibility of KPI’s on key processes while facilitating data and reporting in a self-service manner, with pre-build dashboards and reports.
d.      Creative Platform
Perion’s High-Impact Creative Platform is a key component of our solutions. Our proprietary creative technology platform enables the automation of High Impact ad unit production across all formats (Display, Video, CTV & DOOH). Our consolidated technology workflow touches every aspect of campaign flow, including ad building, tag creation, creative optimizations & post-campaign performance. We learn, adjust, and continually iterate - allowing us to create engaging, high-performing user experiences that perform across all stages of the funnel. Available for use in fully managed campaigns or in programmatic channels, our platform delivers superior results for advertisers and agencies looking to take their creativity to the next level.
           In conjunction with our creative platform, Perion leverages Machine Learning for campaign delivery and optimization, using real-time analysis to determine the most effective advertisements for specific target audiences, leading to improved campaign performance. Our AI-based creative platform has the ability to create hundreds and thousands of different ad permutations, targeted at different audiences. We also employ Generative AI for voice and audio advertising and utilize our proprietary SORT® targeting technology, which utilizes AI without using personally identifiable information data to find interested audiences across devices and browsers, based on real-time signals such as weather and user intent groups.
e.      AI Technologies
Our AI Technologies and machine learning bring deep intelligence to the various phases of campaigns: planning, activation and reporting, utilizing models built on top of our data platforms. Based on campaign-to-campaign learnings and complex heuristics, these technologies are leveraged to build products that generate better performance for our customers and improved efficiency by providing rules-based and budget optimizations. Among the products leveraging AI are our SORT cookieless solution, WAVE audio ads, and more products in the pipeline.
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f.      Online Video Player
Our proprietary Online Video Player (OVP), which integrates a full, comprehensive suite of services, including an ad server, which allows publishers and brands to upload, manage and stream video content. Vidazoo’scontent to targeted audiences. Perion’s OVP is certified with the major advertising platforms and compatible with all devices and video formats. The Vidazoo OVP is integrated with a proprietary ad server, ensuring a consistent user experience by reducing latency and errors, adding to its inherent power and efficiency.
 
Content Monetization System
The content monetization system provides publishers the tools to maximize ad revenues from reader sessions. The system integrates ads within the content layouts, at the page level, maintaining a user-friendly experience while driving monetization from a variety of programmatic sources. This system is powered by a highly customized header bidding technology which controls ad delivery with optimal view ability measures.
g.       Search SolutionAdvertising Technology
 
The technology ofbehind our search solution is composed of the following systems:
 

1.
PublishersPublisher management system;system that provides publishers access to an online dashboard providing analytics and performance optimization tools, as well as reports that enable them to maximize their distribution and monetization.

2.
Search demand management system;

3.
Monetization products;system that integrates and

4.
AI system. onboards demand vendors to our monetization products. The integration supports multiple vendors according to predefined configurations and rules, enabling various business models and offerings, and making it possible for Perion’s R&D team to innovate on the “search stack.”
 
Publisher Management System

Monetization products designed to deliver algorithmic search results concurrently with sponsored listings, both served for the same search queries. They can be operationalized in different ways, including the transmission of search queries to search engines such as Bing, search Feed APIs operated on publishers’ domains and an enriched and optimized hosted search results page which offers an enhanced user experience.
 
The publisher management system provides publishers access to an online dashboard providing them analytics and performance optimization tools, as well as reports that enable them to maximize their distribution and monetization.

AI system whose technology behind our search solutions optimizes the various phases of the funnel including intent detection and demand optimization to yield performance optimization and maximized consumer experience.
 
Search Demand Management System
The search demand management system integrates and onboards demand vendors to our monetization products. The integration supports multiple vendors according to predefined configurations and rules, enabling various business models and offerings.
Monetization Products
Our monetization products are designed to deliver algorithmic search results concurrently with sponsored listings which are served for the same search queries. They can be operationalized in different ways, including the transmission of search queries to search engines such as Bing, search Feed APIs operated on the publisher’s domain and an enriched and optimized hosted search results page which offers an enhanced user experience.
AI System
The AI technology behind our search solutions optimizes the various phases of the funnel including intent detection and demand optimization to yield performance optimization and maximized consumer experience.
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Products Under Development
Innovation is a core driver of our culture and operations and essential for our growth. Hence we invest substantial resources in research and development to develop new solutions, offerings, applications and services, improve our core technologies and enhance our technology facilities and infrastructure and capabilities. Our research and development activities are primarily conducted internally in Israel and Europe, focusing on the development of new services, platforms and SaaS based solutions that will offer our customers (i) standout brand experience (ii) effective distribution tools, (iii) increased monetization capabilities through content features and applications, and (iv) enhanced optimization via powerful and reliable data analytics driven by AI. Additionally, we focus our research and development efforts on developing new products and improving existing products through software updates and upgraded features. Our research and development department is divided into groups based on scientific disciplines and types of applications and products.

Breakdown of Revenues
Our search monetization solutions, advertising and other, are distributed and sold throughout the world (mainly in North America and Europe). The following table shows the revenues, presented in our statement of operations, generated by territory in the years ended December 31, 2019, 2020 and 2021.

  2019  2020  2021 
  Search Advertising Revenues  Display Advertising Revenues  Search Advertising Revenues  Display Advertising Revenues  Search Advertising Revenues  Display Advertising Revenues 
North America (Mainly U.S.)  67%  91%  73%  95%  80%  95%
Europe  25%  9%  24%  5%  18%  4%
Other  8%  0%  3%  0%  2%  1%
Total  100%  100%  100%  100%  100%  100%
Intellectual Property
Our research and development efforts and the underlying proprietary technologies, solutions and products we develop, are meaningful to our operations and competitive advantage and we rely upon trade secret, trademark, copyright, and patent laws in the United States and abroad to establish and protect our intellectual property.
Although we have a number of patents, copyrights, trademarks and trade secrets and confidentiality and invention assignment agreements to protect our intellectual property rights, we believe that our competitive advantage depends primarily on our marketing, business development, services, applications, know-how and ongoing research and development efforts. Accordingly, we believe that the expiration of any of our patents or patent licenses, or the failure of any of our patent applications to result in issued patents, would not be material to our business or financial position.
Part of the components of our software products were developed solely by us. We have licensed certain components of our software from third parties. We believe that the components we have licensed are not material to the overall performance of our software and may be replaced without significant difficulty.
We enter into licensing arrangements with third parties for the use of software components, graphic, sound and multimedia content integrated into our products.
All employees and consultants are required to execute confidentiality covenants in connection with their employment and consulting relationships with us. These agreements (excluding those with our former German and U.K. employees) also contain assignment and waiver provisions relating to the employee’s or consultant’s rights in respect of inventions.
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Competition
The markets in which we are active are subject to intense competition.
We compete with many other companies offering solutions for online publishers and developers, including search services and other software in conjunction with changing a user’s default search settings.
 
The advertising technology industry is highly competitive. There are a large number of digital media companies and advertising technology companies that offer services similar to those of our advertising solutionsolutions and that compete for finite advertiser/agency budgets and publisher inventory. There areis also a large number of niche companies that are competitive with our advertising solution because they providesolutions, providing a subset of services similar to those we provide.
Among our competitors, both on the servicessupply side and on the demand side, are companies that we provide (e.g., mobile in-app ad networks). are not public such as GumGum and Teads, and public companies such as The Trade Desk, Pubmatic, Nexxen, Magnite, Innovid and others.
Some of these companiesour competitors are larger and have more financial resources than we have, including Google, FacebookMeta, Amazon and Microsoft. New entrantsMicrosoft is both a strategic partner and companies that do not currently compete with our advertising solution such as Amazon may compete in the future given the relatively low barriers to entry in the industry.
As a major partcompetitor since Microsoft Bing generates organic traffic independent of our revenues stem from our offering of search properties, we compete with search engine providers themselves such as Google, Microsoft, Verizon Media, IAC and others.publisher network. We also compete with many other companies offering consumer software, albeit totally different software, utilizingthat offer consumers the same strategy,ability to offer their search properties,outside of search engines themselves, such as Interactive Corporation, Oath,IAC, System1 and others.
 
Our ability to attract developers is largely dependent on our ability to pay higher rates to our publishers and developers, our success in creating strong commercial relationships with developers that have successful software, websites or distribution channels, and our ability to differentiate our distribution, monetization, and optimization tools from those of our competitors.
As we innovate evolve and introduce new solutions, and as our competitors, as well as other companies, introduce new products and services,do the same, we may be subject to additional competition. Many of our current and potential competitors may have significantly greater financial, research and development, back-end analytical systems, manufacturing, and sales and marketing resources than we have. These competitors could potentially use their greater financial resources to acquire other companies to gain even further enhanced name recognition and market share, as well as to develop new technologies, enhanced systems and analytical capabilities, products or features that could effectively compete with our existing solutions, products and search services. Demand for our solutions, products and search services could be diminished by solutions, products, services and technologies offered by competitors, whether or not their solutions, products, services and technologies are equivalent or superior.
 
In addition, the launch of ChatGPT in November of 2022, along with the launch of other AI platforms such as Copilot, Gemini (formerly known as Bard) by Google, Claude by Anthropic, and Grok by X, are likely to result in the creation of tools that could increase competition in the advertising technology industry and lower barriers to entry.
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On the operational side, our ability to attract developers is largely dependent on our ability to pay higher rates to our publishers and developers, our success in creating strong commercial relationships with developers that have successful software, websites or distribution channels, and our ability to differentiate our distribution, monetization, and optimization tools from those of our competitors.
Intellectual Property
Our proprietary technology, including our platforms, products and related algorithms,  are critical to our operations and competitive advantage. We strive to protect our intellectual property rights by relying on confidentiality and invention assignment agreements, trade secret, trademark, copyright, and patent laws in the United States and other countries as well as technical measures to establish and protect our intellectual property. Our portfolio includes registered trademarks and domain names in various countries as well as approximately 10 patents registered mainly in the U.S.
Some components of our software products were developed solely by us. We have licensed certain components of our software from third parties. We believe that the components we have licensed are not material to the overall performance of our software and may be replaced without significant difficulty. We enter into licensing arrangements with third parties for the use of software components, graphic, sound and multimedia content integrated into our products.
Our employees and consultants are required to execute confidentiality covenants in connection with their employment and consulting relationships with us. These agreements generally contain assignment and waiver provisions relating to the employee’s or consultant’s rights in respect of inventions.
Intellectual property laws, together with our efforts to protect our proprietary rights, provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated.
For more information, see the Risk Factor titled – “Our proprietary information, technology and other intellectual property may not be adequately protected and thus our intellectual property may be unlawfully copied by or disclosed to other third parties.”
Government Regulation
Our business is conducted through the internet and therefore, among other things, we are subject to the laws and regulations that apply to e-commerce and online businesses around the world. These laws and regulations are becoming more prevalent in the United States, Europe, Israel, Canada and elsewhere and may impede the growth of the internet or otherwise adversely impact our services. These laws and regulations cover data protection, data privacy, cybersecurity, e-commerce, content, use of “cookies,” pricing, advertising, distribution of “spam,” copyright and other intellectual property, libel, marketing, distribution of products, protection of minors, consumer protection, accessibility, taxation and online payment services. Many areas of laws and regulations affecting the internet remain largely unsettled, even in areas where there has been some legislative or regulatory action.
In many cases, when we deliver an advertisement, we are able to collect certain data, including personal data, about the content and placement of the ad, the relevancy of such ad to a user and the interaction of the user with the ad, such as whether the user viewed or clicked on the ad or watched a video. As we collect and aggregate data provided by billions of ad impressions and third-party providers, we analyze the data in order to measure and optimize the placement and delivery of our advertising inventory and provide cross-channel advertising capabilities. Our ability to collect, use, maintain and otherwise process such data is crucial.
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We are subject to a number of U.S. federal and state and foreignthe data privacy laws and regulations that affect companies conducting business onof various jurisdictions, including the Internet. The manner in which existingGDPR, the CCPA, the Israeli Privacy Law, the Canadian Privacy Law and the ePD. These laws and regulations will be applied to the Internet in general, and how they will relate to our business in particular is unclear. Accordingly, we cannot be certain how existing laws will be interpreted or how they will evolve in areasgenerally impose stringent requirements such as transparency and user privacy,consent requirements and allow data protection, content, usesubjects to request that we discontinue using certain data. In addition, some countries are considering or have enacted legislation requiring local storage and processing of “cookies,” access changes, “net neutrality,” pricing, advertising, distribution of “spam,” intellectual property, distribution, protection of minors, consumer protection, taxation and online payment services.
For example, we are subject todata. Certain U.S. federal and state laws regarding copyright infringement, privacy and protection of user data, many of which are subject to regulation by the Federal Trade Commission. These laws include the California Consumer Privacy Act, which provides data privacy rights for consumers and operational requirements for companies, the Digital Millennium Copyright Act, which aims to reduce the liability of online service providers for listing or linking to third-party websites that include materials that infringe copyrights or the rights of others, and other federal laws thatalso restrict online service providers’ collection of user information on minorsminors. Non-compliance with such laws could result in enforcement actions, fines and reputational harm.
We voluntarily participate in industry self regulatory bodies such as well as distributionthe NAI and the DAA, which promulgate best practices or codes of materials deemed harmfulconduct addressing, among other things, data protection, data privacy, cybersecurity and the delivery of digital advertising.
We have adopted privacy policies and practices to minors. In addition to the CCPA, the California Privacy Rights Act (“CPRA”) which passedaddress privacy implications on our various business activities. As part of our compliance program, we regularly review our privacy policies and practices in November 2020 will take effect in January 2023, will expand the rights granted under the CCPA and impose additional notice and opt out obligations, including an obligation to provide an opt-out for behavioral advertising and may affect us. Manylight of evolving regulation.
An increasing number of U.S. states, such as California, Virginia, Connecticut, and Colorado, have adopted and additional states are adoptingplanning to adopt statutes that require online service providers to report certain security breaches of personal data and to report to consumers when personal data will be disclosed to direct marketers. There are also a number of legislative proposals pending before the U.S. Congress and various state legislative bodies concerning data protection which could affect us. If other states follow suit, it could lead to an increasingly varied and complex regulatory landscape, and result in materially increased costs. The interpretation of data protection, data privacy and cybersecurity laws and regulations, and their application to the Internet, is unclear andour business may, in a state of flux. There is a risk that these laws maycertain cases, be interpreted and applied in conflicting and more restrictive ways and in a manner that is not consistent with our current data protection, practices.
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Foreign data protection, privacy and othercybersecurity practices. The enactment of new proposed laws, and regulations may affectthe interpretation of existing laws, adds complexity to our business,operation, and such laws can be more restrictive than those in the United States. For example, in Israel, privacy laws require that any request for personal information for use or retention in a database, be accompanied by a notice that indicates: whether a person is legally required to disclose such information or that such disclosure is made at such person’s free will and consent; the purpose for which the information is requested; and to whom the information is to be delivered and for which purposes. A breach of privacy under such laws is considered a civil wrong and subject to administrative fines as well as civil damages. Certain violations of the law are considered criminal offences punishable by imprisonment. In the European Union, similar data protection rules exist as well was privacy legislation restricting the use of cookies and similar technologies. Subject to some limited exceptions, the storing of information, or the gaining of access to information already stored, in the terminal equipment of a subscriber or user is only allowed on condition that the subscriber or user concerned has given his or her informed consent. Moreover, the General Data Protection Regulation (which became effective in May 2018) presumably have an even wider territorial scope, broadened the definition of personal data to include location data and online identifiers, and imposes more stringent user consent requirements. Further, it includes stringent operational requirements for companies that process personal data and will contain significant penalties for non-compliance. Also in other relevant subject matters, such as cyber security, e-commerce, copyright and cookies, new European initiatives have been announced by the European regulators. To further complicate matters in Europe, to date, member States have some flexibility when implementing European Directives and certain aspects of the General Data Protection Regulation, which can lead to diverging national rules.
Because our services are accessible worldwide, certain foreign jurisdictions may claim that we are required to comply with their laws, including in jurisdictions where we have no local entity, employees or infrastructure.
These regulations result in significant compliancematerial costs, and could result in restrictingmay restrict the growth and profitability of our business.

 For more information, see the Risk Factor titled – “Our business depends on our ability to collect, use, maintain and otherwise process data, including personal data, to help our clients deliver advertisements and to disclose data relating to the performance of advertisements. Any limitation imposed on our collection, use, maintenance or other processing of this data could significantly diminish the value of our solution and cause us to lose sellers, buyers, and revenue. Regulations, legislation or self-regulation relating to data protection, data privacy, cybersecurity, e-commerce and internet advertising and uncertainties regarding the application or interpretation of existing or newly adopted laws and regulations threaten our ability to collect, use, maintain and otherwise process this data, could harm our business and subject us to significant costs and legal liability for non-compliance.”
Recent Acquisitions

Acquisition of Hivestack
On December 11, 2023, Perion announced it has completed the acquisition of Hivestack Inc., a global innovative full-stack programmatic DOOH company.  The terms of the transaction included US $100 million in cash paid at closing and a 3-year employee retention and performance-based payment plan of up to US $25 million.
DOOH advertising transforms ordinary public spaces into dynamic experiences, engaging audiences with eye-catching, personalized content in real-time. It harnesses cutting-edge technologies to target, deliver and measure immersive ads that connect brands with people on the go.
Acquisition of Vidazoo
 
On October 4, 2021, we entered into and consummated a Share Purchase Agreement, for the acquisition of all the shares of Vidazoo, an Israeli privately held company founded in 2014. Vidazoo is a leading video technology company that enables both advertisers and publishers to deliver high impact content and advertising to consumers. The acquisition was made for a total consideration of $93.5 million, consisting of $35.0 million in cash upon closing with an additional maximum of $58.5 million structured as a performance earn-out, if certain EBITDA-based targets are achieved. On June 14, 2023, the Company entered into an amendment to the SPA with Vidazoo’s sellers in connection with an additional overachievement earnout consideration in an aggregate amount of up to $10.55 million payable in the Company’s ordinary shares.
 
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Acquisition of Content IQ
 
On January 14, 2020, we entered into and consummated a Membership Interest Purchase Agreement, or MIPA, with Asaf Katzir and Ziv Yirmiyahu, or the Sellers, Content IQ and Perion for the acquisition of all of the shares of Content IQ, a privately held company founded in 2014, based in New York City with offices in Tel Aviv. Content IQ has created data algorithm and analytics tools that deconstruct content, revenue and distribution to solve digital publishing challenges. The acquisition was made for a total consideration of $73.05 million, out of which $15 million in cash was paid upon closing, with an additional maximum $11 million will be paid as a retention incentive. As part of the total consideration, there is a maximum of $47.05 million payable in earn-outs over a period of two years. The earn-outs areyears tied to revenue and EBITDA-based metrics that would be paid in full if Content IQ generates $158 million in revenue and more than $17 million of EBITDA in aggregate, over the next two years.metrics. The agreement also contains customary representations, warranties, covenants and indemnification provisions.
On July 22, 2020, The agreement was later amended in connection with the acquisition of Pub Ocean, we amended the MIPA. Under the terms of the amended MIPA, it was agreed with the Sellers, that (i) revenue and EBITDA of Pub Ocean will be attributed towards Sellers’ revenue and EBITDA targets under the MIPA with Perion; and (ii) Sellers will bear 40% of the cost of milestone payments that are ultimately payable to Pub Ocean under the Asset Purchase Agreement (as defined below), which will be paid solely by deductions from their own earn-out payments and certain escrowed amounts.
Acquisition of Pub Ocean
On July 22, 2020, we entered into an agreement to acquire the assets of Pub Ocean, or the Asset Purchase Agreement a rapidly-growing digital publisher-focused technology company, consummated in 2020. As of the date of this report, the parties conduct an arbitration with scalable content distribution and real-time revenue analytics technology. Pub Ocean offers significant and immediate synergiesrespect to Content IQ, driving incremental revenue opportunities and enhanced profitability. The acquisition was for an aggregate cash considerationthe amount of up to $22 million, of which (i) $4 million was paid upon signing, (ii) $17 million of earn-out payments tied to financial targetsearnout to be ultimately paid over a two-year period, and (iii) an additional amount of $1 million in retention incentives to be paid over a two-year period. The agreement also contains customary representations, warranties, covenants and indemnification provisions.the sellers.
 
Search Services Agreement with Microsoft
C.ORGANIZATIONAL STRUCTURE
 
In November 2020,The legal name of our Company is Perion Network Ltd. and we entered into a renewed agreement with Microsoft Ireland Operations Limited effective asare organized under the laws of January 1, 2021 until December 31, 2024 which includes desktop and mobile distribution with limited exclusivity in the United States and an extended geography distribution.State of Israel.
 
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C.           ORGANIZATIONAL STRUCTUREThe following table sets forth all of our subsidiaries, which are 100% owned directly or indirectly by Perion Network Ltd.:
 
Our subsidiaries and the countries of their incorporation are as follows:
Name of SubsidiaryPlace of Incorporation
Codefuel Ltd.Israel
IncrediMail, Inc.Delaware
Intercept Interactive, Inc.New York
Vidazoo Ltd.Israel
Content IQ LLCNew York
Hivestack Technologies Inc.Canada
 
Codefuel Ltd., our wholly-owned Israeli subsidiary, incorporated on November 6, 2019.
IncrediMail, Inc., our wholly-owned Delaware subsidiary, owns all of the outstanding shares of common stock of Smilebox Inc., a Washington corporation and all of the outstanding shares of common stock of IncrediTone Inc. and Pub Ocean Inc., our wholly-owned Delaware subsidiaries. IncrediTone Inc. owns all of the outstanding shares of common stock of Interactive Holding Corp., a Delaware corporation, which was acquired, together with its subsidiaries, in November 2015.
Content IQ LLC, our wholly-owned New York subsidiary, was acquired in January 2020, owns all of the membership interest of BT Media LLC, a Nevada limited liability company.
Pub Ocean Media UK Limited, our wholly-owned England and Wales subsidiary, was incorporated in July 2020.
Make Me Reach SAS, dba Paragone, our wholly owned French subsidiary, was acquired in February 2015.
Portilev Ltd., our wholly-owned Israeli subsidiary, incorporated on September 22, 2019 and was merged into the Company on October 25, 2021.
Vidazoo Ltd., our wholly-owned Israeli subsidiary, was acquired on October 4, 2021.
D.           
D.PROPERTY, PLANTS AND EQUIPMENT
 
Our headquarters are located in Holon, Israel. As of December 31, 2021,2023, we lease approximately 36,113 square feet, excluding office space which we currently sublease. The lease expires in January 2025, with an option to extend for two additional two-year periods at itsour sole discretion and upon 180-day prior written notice. Annual net cost is approximately $0.8$0.7 million.
 
As of December 31, 2021, we lease office spaces in various locations in the United States, excluding office spaces we currently sublease. Our primary locations, and their principal terms, are as follows:

  
Square feet
(net)
  
Annual Rent
for 2021 in
US$ in
thousands
(net)
  
Lease expires
on (not
including
options)
 
New York, New York  25,550  $1,737   2026 
Chicago, Illinois  3,984  $89   2023 
Undertone’s offices are located at the World Trade Center (WTC) in New York and Chicago, pursuant to aYork. As of December 31, 2023, we lease agreement thatapproximately 9,500 square feet, excluding office space which we currently sublease. The lease expires in May 20262025 and September 2023, respectively. Under the lease agreement, we are entitled to terminate the lease of our offices in New York in 2024, at our sole discretion.annual net cost is approximately $0.7 million.
 
Hivestack’s offices are located in Montreal, Canada. As of December 31, 2023, we lease approximately 4,000 square feet. The lease expires in 2025 and the annual net cost is approximately $0.1 million.
This excludes office spaces we currently sublease or short-term rent in co-working spaces.
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ITEM 4A.4A.       UNRESOLVED STAFF COMMENTS
 
None.
 
ITEM 5.          OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated Financial Statements. In addition to historical financial information, the following discussion and analysis contains forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, without limitation, statements regarding the Company’s expectations, beliefs, intentions, or future strategies that are signified by the words “expects,” “anticipates,” “intends,” “believes,” or similar language. These forward looking statements involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward looking statements as a result of many factors, including those discussed under Item 3.D. “Risk Factors” and elsewhere in this annual report.
 
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Certain information called for by this Item 5, including a discussion of the year ended December 31, 20202021 compared to the year ended December 31, 20192022 has been reported previously in our annual report on March 25, 202115, 2023 under Item 5 “Operating and Financial Review and Prospects”.
 
A.           OPERATING RESULTS
GeneralCompany Overview
 
Perion is a global multi-channel advertising technology company that delivers holistic strategic business solutions that enable brands andconnects advertisers to efficiently “Capture and Convince” userswith consumers through technology across multiple platforms andall major channels of digital advertising – including interactive connected television – or iCTV. Perion achieves this through its Synchronized Digital Branding capabilities, which are focused on high impact creative; content monetization; its branded search network, in partnership with Microsoft Bing; andadvertising, social media, management that orchestratesdisplay, video, DOOH, digital audio and optimizes paidConnected TV (CTV) advertising.  This diversification positions Perion for growth as budgets shift across categories.
Our headquarters are located in Israel and our primary research and development facilities are located in Israel, Canada and Kiev, we have ourEurope. Our primary sales officeoffices are located in the United StatesStates. We also have several sales and several otherrepresentative offices located in Europe.North America, APAC and EMEA.
 
A.OPERATING RESULTS

Components of Statements of Operations

The following describes the nature of our principal items of income and expense:
 
Revenue
 
We generate our revenue primarily from two major sources: (i) Display Advertising;sources, display advertising and (ii) Search Advertising. The following table shows our revenue by category (in thousands of U.S. dollars):search advertising.

  Year Ended December 31, 
  2020  2021 
Display Advertising $148,698  $265,323 
Search Advertising  179,365   213,175 
Total Revenue $328,063  $478,498 
 
In 2021,Display Advertising - we generate revenue increased by 46% compared to 2020, primarily due to 78% growth infrom Display Advertising resulting from growth in videoby delivering high-impact ad formats across different channels including display, social, CTV, digital audio, DOOH and CTV.Web Publisher Solutions. Our diverse, technology-focused multi-channel set of solutions is designed to drive consumer engagement and high ROI for advertisers through high-impact ad formats. Our solutions also include a content monetization platform that provides publishers with monetization tools across different channels, and a social platform that supports campaign management and media buying capabilities across all major social channels.
Search Advertising - we generate Search Advertising revenue increasedfrom service agreements with our search partners. Search Advertising revenue is generated primarily from monthly transaction volume-based fees earned by 19% asus for making our applications available to online publishers and app developers on a resultrevenue share basis relative to the revenue generated by such search partners.
Geographic Breakdown of higher numbersRevenue
For the distribution of daily monetizable searches that were deliveredour total revenue, by geographic areas, see Note 16 to Microsoft Bing and others as well as increased numbers of publishers.our consolidated financial statements.
 
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Cost of Revenue
 
Cost of revenue consists primarily of salariesexpenses associated with the operation of our server hosting, data verification and related expenses, license fees and payments for content and server maintenance. Cost of revenue were $22.5 million or 7% of revenue in 2020 and $25.2 million or 5% of revenue in 2021. The decreasetargeting, campaign creative, labor, as a percentage of revenue results from our efforts to enhance process automation, the iHUB that actswell as a shared infrastructure resource and offshoring our operations.
The number of employees included in cost of revenue as of December 31, 2020 and 2021 were 73 and 83, respectively.customer support.
 
Traffic Acquisition Costs and Media Buy
 
Our traffic acquisition costs and media buy consist primarily of payments to publishers and developers who distribute our search properties together with their products, as well as the cost of distributing our own products. In addition, media buy costs consist of the costs of advertising inventory incurred to deliver ads. Traffic acquisition costs are primarily based on revenue share agreements with our traffic sources and the media buy cost are primarily based on CPCCost Per Click (“CPC”) and CPM. Customer acquisition and media buy costs were $197.6 million or 60% of revenue and $288.0 million or 60% of revenue in 2020 and 2021, respectively. The stabilization of traffic acquisition costs and media buy level results from the continuous iHUB efforts to serve direct demand and supply in a closed loop and the product mix.Cost Per Mille (“CPM”).
 
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Research and Development Expenses (“R&D”)
 
Our research and development expenses consist primarily of salaries and other personnel-related expenses, allocated facilities costs, subcontractors and consulting fees. Research and development expenses were $30.9 million or 9% of revenue in 2020 and $35.3 million or 8% of revenue in 2021. Our research and development expenses in 2021 increased comparedcosts are charged to the prior year, primarilystatement of income as a result of full year of payroll and subcontractors expenses related to the acquisition of Pub Ocean (in July 2020), the acquisition of Vidazoo (in October 2021) and our continued investment in technology to strengthen our technology moat.
The number of employees in research and development were 135 and 115 as of December 31, 2020 and 2021, respectively.incurred.
 
Selling and Marketing Expenses (“S&M”)
 
Our selling and marketing expenses consist primarily of salaries and other personnel-related expenses, allocated facilities costs, as well as other outsourced marketing activities. Sellingselling and marketing expenses were $39.1 million or 12% of revenue in 2020 and $53.2 million or 11% of revenue in 2021. The increase was primarily as a result of full year of payroll and related expenses related to the acquisitions of Pub Ocean (in July 2020), the acquisition of Vidazoo (in October 2021) as well as headcount increase, overachievement commissions, retention plans related to acquisitions and increased stock-based compensation expenses.
The number of employees in sales and marketing was 146 and 154 as of December 31, 2020 and 2021, respectively.activities.
 
General and Administrative Expenses (“G&A”)
 
Our general and administrative expenses consist primarily of salaries and other personnel-related expenses, allocated facilities costs, professional fees and other general corporate expenses. General and administrative expenses were $15.8 million or 5% of revenue in 2020 and $20.9 million or 4% of revenue in 2021. The increase was primarily due to headcount increase, overachievement bonuses, increased stock-based compensation expenses and consulting expenses related to M&A transactions.
 
The number of G&A employees was 63 and 68 as of December 31, 2020 and 2021, respectively.
Impairment, loss of goodwill on intangible assets
Goodwill and intangible assets has been recorded as a result of prior acquisitions. Goodwill represents the excess of the consideration over the netChange in fair value of the assets of the businesses acquired, thecontingent consideration
Our change in fair value of intangible assets was based on the market participant approach to valuation, performed by a third-party valuation firm, using estimates and assumptions provided by management.
We perform tests for impairmentcontingent consideration expenses consist of goodwill and intangible assets at the reporting unit level at least annually, or more frequently if events or changes in circumstances occur that would more likely than not reduce the fair value adjustments of  a reporting unit below its carrying value.contingent considerations liabilities related to acquisitions.
Following an impairment review of our goodwill and intangible assets for 2020 and 2021, it was concluded that no such impairment charges should be recorded.

Depreciation and amortizationAmortization
 
Depreciation and amortization consist primarily of depreciation of our property and equipment and the amortization of our intangible assets as a result of our acquisitions. Depreciation

Financial Income (Expense), Net
Financial income (expense), net consists of mainly interest income, foreign currency exchange gains or losses and amortization expensesforeign exchange forward transactions expenses. Interest income consists of interest earned on our cash, cash equivalents, short -term bank deposits and marketable securities. We expect interest income to vary depending on our average investment balances and market interest rates during each reporting period. Foreign currency exchange changes reflect gains or losses related to transactions denominated in 2020 and 2021 were $9.9 million.currencies other than the U.S. dollar.
 
Income Tax Expense

A significant portion of our income is taxed in Israel and, as a result of previous acquisitions, in the United States. The standard corporate tax rate in Israel was 23% in 20202022 and 2021.2023. For our Israeli operations, we have elected to implement a tax incentive program pursuant to a 2011 Israeli tax reform, referred to as a “Preferred Enterprise,” according to which a reduced tax rate of 16.0% has applied to our preferred income in 2016. Starting instarting  2017 and  in 2018, 2019, 2020 and 2021, wethrough 2023, part of our subsidiaries elected to implement the “Preferred Technological Enterprise” benefits pursuant to an amendment to the taxation laws which went into effect in 2017, under which a tax rate of 12% is applied to a portion of our income which qualifies for the benefits. Any other income which does not qualify for special benefits is subject to the standard corporate tax rate. With respect to U.S. tax, we continue to utilize accumulated losses.losses and other tax attributes. The federal statutory income tax rate in the United States washas been 21% in 2018, 2019, 20202022 and 2021. Subsidiaries2023. Other subsidiaries in Europe are taxed according to the tax laws in their respective countries of residence.

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Critical Accounting Policies and Estimates
Comparison of Period to Period Results of Operations:
 
The discussionfollowing table sets forth our results of operations in dollars amounts and analysisas a percentage of revenue for the periods indicated (in thousands of U.S. dollars):

  Year ended December 31, 
  2022  2023 
  Amount  % of Revenue  Amount  % of Revenue 
Revenue:            
Display Advertising $360,690   56% $398,244   54%
Search Advertising  279,566   44   344,911   46 
                 
Total Revenue  640,256   100   743,155   100 
                 
Costs and Expenses:                
Cost of revenue  30,404   5   37,830   5 
Traffic acquisition costs and media buy  372,601   58   432,943   58 
Research and development  34,424   5   33,066   4 
Selling and marketing  56,014   9   57,991   8 
General and administrative  
127,629

  4   31,799   4 
Change in fair value of contingent consideration   1(3,816)  (1)  18,694   3 
                 
Depreciation and amortization  13,838   2   14,092   2 
Total Costs and Expenses  531,094   83   626,415   84 
                 
Income from Operations  109,162   17   116,740   16 
Financial income, net  4,502   1   20,951   3 
                 
Income before Taxes on income  113,664   18   137,691   19 
Taxes on income  14,439   2   20,278   3 
                 
Net Income $99,225   16% $117,413   16%
1 Reflects reclassification of $3.8 million of earnout expenses in 2022 that were incurred in connection with an acquisition from general and administrative to change in fair value of contingent consideration.
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Year Ended December 31, 2023 Compared to December 31, 2022
Revenue. Revenue increased by 16% from $640.3 million in 2022 to $743.2 million in 2023.
Display Advertising revenue. Display Advertising revenue increased by 10%, from $360.7 in 2022 to $398.2 in 2023, accounting for 54% of revenue in 2023. This increase was mainly driven by a 114% increase in Retail Media revenue to $49.7 million and a 56% increase 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. Search Advertising revenue increased by 23%, from $279.6 in 2022 to $344.9 in 2023, accounting for 46% of revenue in 2023. This increase was primarily due to a 57% increase in Average Daily Searches and an 18% increase in the average annual number of publishers to 160.
Cost of revenue. Cost of revenue increased by 24%, from $30.4 million in 2022 to $37.8 million in 2023 and remained stable at 5% of revenue in 2022 and 2023.  The increase in cost of revenue expenses was primarily as a result of increased headcount, hosting and data verification and targeting software expenses which was aligned with the increase in the Company’s revenue.
Traffic acquisition costs and media buy. TAC amounted to $372.6 million in 2022, compared with $432.9 million in 2023 and remained stable at 58% of revenue in 2022 and 2023.
Research and development expenses. R&D decreased by 4% from $34.4 million, or 5% of revenue in 2022 to $33.1 million, or 4% of revenue in 2023. The decrease was primarily due to employee-related costs resulting from exchange rate fluctuations as well as decrease in our average headcount during the year as a result of process automation, offset by an increase in stock-based compensation expenses in 2023.
Selling and marketing expenses. S&M expenses increased by 4%, from $56.0 million, or 9% of revenue in 2022 to $58.0 million, or 8% of revenue in 2023.  The increase was primarily due to higher commissions aligned with the increase in revenue, as well as an increase in our marketing expenses and stock-based compensation.
General and administrative expenses. G&A increased by 15%, from $27.6 million in 2022 to $31.8 million in 2023, and remained stable at 4% of revenue in 2022 and 2023. The increase was primarily due to Hivestack acquisition related expenses, as well as increase in our headcount and higher expenses in software and hardware, which were incurred to bolster our security initiatives.
Change in fair value of contingent consideration. Changes in fair value of contingent consideration in 2023 include a $18.7 million fair-value adjustment of the contingent consideration payable in respect to Vidazoo acquisition as a result of performance overachievement and an amendment to the share purchase agreement entered into effect on June 14, 2023.
Depreciation and amortization. Depreciation and amortization expenses increased by 2%, from $13.8 million in 2022 to $14.1 million in 2023.  The increase is primarily attributable to the amortization of the acquired intangible assets derived from Vidazoo acquisition.

Financial Income (Expense), Net. Finance income increased by $16.5 million from $4.5 million in 2022 to $21.0 million in 2023. The increase was primarily due to interest income earned on increased cash balances invested in bank deposits and marketable securities which yielded a higher interest rate in 2023.
Taxes on income. Taxes on income increased from $14.4 million, or 2% of revenue in 2022 to $20.3 million, or 3% of revenue in 2023.  The increase was primarily due to higher pretax income in 2023 and a one-time recognition of earnout contingent expenses which are non-deductible for tax purposes.

B.LIQUIDITY AND CAPITAL RESOURCES

To date, we have financed our general capital expenditures with cash generated from operations, debt and equity offerings. To the extent we acquire new businesses, these acquisitions may be financed by any of, or a combination of, current cash on the balance sheet, cash generated from operations, debt or equity issuances.

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As of December 31, 2023, we had $472.7 million in cash, cash equivalents, short-term deposits and marketable securities, compared to $429.6 million at December 31, 2022. The $43.1 million increase is primarily result of $155.5 million net cash provided by operating activities offset by $101.9 million cash paid in connection with the Hivestack acquisition, net of cash acquired and $13.3 million cash paid with connection to Vidazoo’s contingent consideration. In February 2024, our board of directors approved a shares repurchase plan for an aggregate amount of up to $50 million, which, as of the date of this report, was increased to a total of up to $75 million. The program is subject to the filing of the Company’s audited annual financial report for the year 2023, which is part of this annual report.

We believe that our current working capital and cash flow from operation, in addition to proceeds from our 2021 public offerings, are sufficient to meet our operating cash requirements for at least the next twelve months. Our cash requirements have principally been for working capital, capital expenditures and acquisitions.
The following table presents the major components of net cash flows for the periods presented (in thousands of U.S. dollars):
  Year ended December 31, 
  2022  2023 
Net cash provided by operating activities $122,119  $155,463 
Net cash used in investing activities  (46,816)  (133,354)
Net cash used in financing activities  (3,258)  (10,823)
Effect of exchange rate changes on cash and cash equivalents  (59)  141 
Net increase in cash and cash equivalents and restricted cash $71,986  $11,427 
Net cash provided by operating activities
In 2023, our operating activities provided cash in the amount of $155.5 million, primarily as result of income in the amount of $117.4 million, increased by non-cash expenses of change in payment obligation related to acquisitions of $19.3 million, stock-based compensation expenses of $15.6,depreciation and amortization of $14.1 million, offset by a net change of $3.2 million in operating assets and liabilities and $5.5 million change in accrued interest, net.
In 2022, our operating activities provided cash in the amount of $122.1 million, primarily as result of income in the amount of $99.2 million, decreased by non-cash expenses, depreciation and amortization of $13.8 million, stock-based compensation expenses of $11.6, and net change of $2.7 million in operating assets and liabilities offset by change in accrued interest, net of $3.6 million and change in deferred taxes of $1.4 million.
Net cash used in investing activities
In 2023, we used in our investing activities $133.4 million cash, primarily due to $101.9 million cash paid for the acquisition of Hivestack, net of cash acquired, $76.6 million purchase of marketable securities, net of sales, and $0.8 million purchase of property plant and equipment, offset by $46.0 proceeds from short-term deposits, net.
In 2022, we used in our investing activities $46.8 million cash, primarily due to $36.2 million investment in short-term deposits, $9.6 million cash paid in connection to acquisitions and $1.1 million purchase of property plant and equipment.
Net cash used in financing activities
In 2023, we used in our financing activities $10.8 million, primarily due to $13.3 million payment of contingent consideration, offset by $2.4 million proceeds from exercise of options.
In 2022, we used in our financing activities $3.3 million, primarily due to $9.1 million payment of contingent consideration, offset by $5.8 million proceeds from exercise of options.
Off Balance Sheet Arrangements
We do not have off-balance sheet arrangements (as such term is defined by applicable SEC regulations) that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial conditions, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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C.RESEARCH, DEVELOPMENT, PATENTS AND LICENSES, ETC.
We conduct our research and development activities primarily in Israel, Europe and starting December 2023, in Canada. As of December 31, 2023, our research and development department included 157 employees and the services of additional 13 contractors through a third-party service providers. Research and development expenses were $34.4 million and $33.1 million in the years ended December 31, 2022 and 2023, respectively. We regard technology and innovation as core drivers of our culture and operations and are essential for our growth. Hence, we invest substantial resources in research and development, both in-house and through sub-contractors and collaborations with third parties, to develop new products and platform solutions, applications and services, improve our core technologies and enhance our technology infrastructure and capabilities. Our advanced technological solutions, which are applied throughout the consumer journey and marketing funnel, include capabilities that enabled us to achieve above industry average margins.
In 2023, our efforts were focused on adapting, extending and maintaining compatibility with the ever-changing business landscapes and automation of our platforms and operating systems.
For a discussion of our intellectual property and how we protect it, see “Business Overview—Intellectual Property” under Item 4.B. above.
D.TREND INFORMATION
Industry trends expected to affect our revenue, income from continuing operations, profitability and liquidity or capital resources:
The digital advertising environment is very crowded and consumers suffer from over exposure to advertising, which in turn has resulted in a certain level of blindness to these campaigns, decreasing their effectiveness and value to advertisers. To cut through the clutter, Perion is concentrating on offering unique, stand-out quality ad formats, including tremendous creative execution that grabs the attention of consumers, thereby increasing the effectiveness of the ad and ultimately the value to advertisers.
The macroeconomic environment during 2023 forced advertisers to reassess their digital advertising budgets, causing them to shift budgets from standard ad units to direct response platforms such as search advertising and high-impact ad units for video and display, including CTV and retail. These actions were intended to increase customer engagement, thus enhancing their brand equity and increasing return on investment (ROI). Through its business diversification strategy, Perion operates across all major digital channels, and can rapidly react to those shifts in spending and capitalize on them by focusing its efforts and resources to where budgets are shifting.
Retail media is a fast-growing market segment, as retailers look to leverage the first-party data they manage to create advertising opportunities both on their consumer-facing websites and the open web. According to eMarketer, Retail media accounted for $46.7 billion in 2023, 17.3% of all digital ad spending in the U.S., and is expected to increase by 136% to $110.4 billion by 2027, or 26% of the U.S. digital ad spending. Perion’s Retail Media solutions provide a unique solution through advertising “Ads-as-a-platform” that enable personalized, dynamic solutions in Perion’s signature high-impact approach, which are highly coveted as grocers and other retailers shift from print advertising to digital solutions. Perion also offers retailers an “always on” solution, ensuring retailers consistent advertising that drives high brand awareness along ongoing performance campaigns on one hand, and generates a steady revenue stream for Perion along the year.
Advertisers and consumers are increasingly aware of online privacy matters, recognizing the need to protect user privacy ahead of the expected depreciation of cookies by Google. This is evident in the continuous increase in customer adoption of Perion’s cookieless SORT® solution, as over 80% of our SORT®-eligible campaigns adopted our SORT® solution in Q4 2023.
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Another trend we are seeing is a shift from linear TV to digital Connected TV (CTV). Even though traditional linear TV ad spending dominates the market, CTV advertising is growing at a much faster rate. According to eMarketer, CTV ad spending is expected to increase from $24.6 billion in 2023 to $42.4 billion in 2027, while linear TV ad spending is expected to decrease by 9.3% from $60.4 billion to $54.7 billion during the same period. Perion’s CTV business continued to gain traction in 2023, growing by 56% year-over-year and representing 8% of its total display advertising revenue.
The digital advertising environment is complex and fragmented, making it increasingly difficult for advertisers, including brands and agencies, to determine the difference between offerings. This is driving advertisers to look for comprehensive and holistic solution and service providers. In addition, advertisers are looking for clean, safe and transparent solutions. Perion is working diligently to address these needs in our various revenue streams by providing robust, scalable and differentiated products across multiple platforms. Our solution offers a full suite of services for advertising brands and agencies, from creative all the way through to analytic data collection and processing, which is also utilized through its in-demand programmatic capabilities. Through Content IQ, we provide advertisers the ability to serve advertisements which are targeted to the end-user’s interests alongside relevant optimized content and page-level reader engagement. Our solution includes a technology platform for buying media on social and mobile platforms which helps optimize the money spent by agencies and advertisers. In turn, we also provide the publisher a solution for creating new advertising inventory and increasing their revenue.
Our search monetization revenue is predominantly within the desktop computer environment. The transition in recent years of consumer consumption of applications, services and content from desktop towards mobile platforms has accelerated and, as a result, an increasing share of advertising campaigns are channeled towards mobile platforms resulting in fewer consumer software downloadable products being developed. To address this trend, we have shifted the growth focus of all parts of this business away from downloadable desktop software towards the monetization of other search assets.
In the first quarter of 2024, we experienced a decline in our search advertising activity, attributable to changes in advertising pricing and mechanisms implemented by Microsoft in its search distribution marketplace. These adjustments led to a reduction in Revenue Per Thousand Impressions (RPM) for both Perion and other Microsoft distribution partners. These changes contributed to decreased search volume. Our results of operations were negatively impacted as a result in the first quarter of 2024 and we expect an adverse impact on our results of operations in the future. For additional information see also the Risk Factor titled - “Our search advertising solution depends heavily upon revenue generated from our agreement with Microsoft, and any adverse change in that agreement could adversely affect our business, financial condition and results of operationoperations.”
Another trend that is shaking up the Internet, and specifically search advertising, is generative AI and Microsoft’s Bing integration of the AI-driven ChatGPT. Even though generative AI is expected to change the way we consume content on the Internet, ChatGPT quickly gained traction, reaching 1 million users in the first days after being launched in late 2022. In fact, the new AI-powered Bing search engine reached 100 million daily active users during March 2023, with roughly one-third of users new to Bing. It is expected that ChatGPT will revolutionize Bing search capabilities by providing more advanced and intuitive search experiences for its users, better meeting their needs and expectations.
Since the launch of Microsoft’s ChatGPT, other companies were quick to introduce their own Generative AI platforms such as Gemini (formerly known as Bard) by Google, Claude by Anthropic and Grok by X. This is likely to result in the creation of tools that could increase competition in the advertising technology industry and lower barriers to entry.
In the past few years, browser companies, particularly Google and Microsoft, as well as others, have been instituting policy changes, regulations and technologies that are basedmaking it increasingly difficult to change a browser’s settings, even with user consent, including the ability to change a browser’s default search settings. Changing these settings has been a major part of the Company’s monetization model and until now we have been successful in dealing with these measures, within the framework allowed by these companies. We continue to believe, as supported by the level of revenue over the last couple of years, that as the market continues to consolidate around accepted marketing practices, there remains sufficient business to generate significant revenue and profits.
For more information on uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our business, see Item 3.D “Key Information—Risk Factors.”
For additional trend information, see the discussion in Item 5.A. “Operating and Financial Review and Prospects—Operating Results.”

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E.CRITICAL ACCOUNTING ESTIMATES
We have provided a summary of our significant accounting policies, estimates and judgments in Note 2 to our consolidated financial statements, which have been preparedare included elsewhere in conformity with U.S. GAAP.this Annual Report. The preparation of these financial statements requires usfollowing critical accounting discussion pertains to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We evaluate these estimates on an on-going basis. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Under U.S. GAAP, when more than one accounting method or policy or its application is generally accepted, our management selects the accounting method or policy that it believes to be most appropriate in the specific circumstances. Our management considers some of these accounting policies to be critical.
A critical accounting policy is an accounting policy that management believes is bothare most importantcritical to the portrayal of our historical financial condition and results of operations and requires management’s mostthat require significant, difficult, subjective or complex judgment, oftenjudgments. Other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our financial condition, results of operations and cash flows to those of other companies.
Revenue recognition
The Company applies the provisions of Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606” or “Topic 606”). The Company applies the practical expedient for incremental costs of obtaining contracts when the associated revenue is recognized over less than one year.
The Company generates revenue primarily from two major sources, Display Advertising and Search Advertising. The Company evaluates whether Search Advertising revenue and Display Advertising revenue should be presented on a gross basis, which is the amount that a customer pays for the service, or on a net basis, which is the amount of the customer payment less amounts the Company pays to publishers. In making that evaluation, the Company considers whether it controls the promised good or service before transferring that good or service to the customer. The Company considers indicators such as whether the Company is the primary obligor in the arrangement and assumes risks and rewards as a resultprincipal or an agent, whether it changes the products or performs part of the needservice, whether the Company has discretion in establishing prices and whether it controls the underlying advertising space. The evaluation of these factors is subject to make accounting estimates aboutsignificant judgment and subjectivity.  Generally, in cases in which the effect of matters that are inherently uncertain. While our significant accounting policies are discussed in Note 2 ofCompany controls the Financial Statements, we believe the following accounting policiesspecified good or service before it is transferred to be critical:a customer, revenue is recorded on a gross basis.
 
Stock-Based Compensation
 
We accountThe Company accounts for stock-based payment awards made to employees and directors in accordance withshare-based compensation under ASC 718, “Compensation - Stock Compensation”, which requires the measurement and recognition of compensation expense based on estimated fair values. Determiningvalues for all share-based payment awards made to employees, contractors and directors. ASC 718 requires companies to estimate the fair value of stock-basedequity-based awards on the date of grant, using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statement of income. The Company estimates forfeitures at the time of grant, date requires the exercise of judgment, as well as the determination of the amount of stock-based awards that are expected to be forfeited. We adopted ASU 2016-09 on January 1, 2017, and chose to continue to use the current method of estimating forfeitures each period rather than accounting for forfeitures as they occur. The adoption of the new standard had no material impact on our consolidated financial statements. Ifrevised if necessary in subsequent periods, if actual forfeitures differ from our estimates, stock-basedthose estimates.
The Company recognizes compensation expense and our results of operations would be impacted. Expense is recognizedexpenses for the value of theits awards, which have graded vesting based on service conditions, using the straight-line method, over the requisite service period of each of the awards, net of estimated forfeitures. Estimated forfeitures are based on actual historical pre-vesting forfeitures. For performance-based stockshare units, expense is recognizedthe Company recognizes compensation expenses for the value of such awards, if and when we concludethe Company concludes that it is probable that a performance condition will be achieved. We are required toachieved based on the accelerated attribution method over the requisite service period. The Company reassess the probability of the vesting at each reporting period for awards with performance conditions and adjust compensation cost based on its probability assessment.
 
We account for changes in award terms as a modification in accordance with ASC 718. A modification to the terms of an award should be treated as an exchange of the original award for a new award with total compensation cost equal to the grant-date fair value of the original award plus the incremental value measured at the same date. Under ASC 718, the calculation of the incremental value is based on the excess of the fair value of the new (modified) award based on current circumstances over the fair value of the original award measured immediately before its terms are modified based on current circumstances.
In order to keep our competitive hiring position in the industry, following our board of directors’ approval in December 2017, we effected in 2018 an option repricing plan. Under the repricing plan, among others, options granted to all of our employees, with certain limited exceptions and other than our directors, were adjusted to have an exercise price per share equal to $3.24, which was the weighted average price of our ordinary shares on Nasdaq in the last 90 days prior to the date of approval of the plan by our board of directors as well as have a new vesting schedule. The total incremental fair value of these repriced options amounted to $1.5 million, and was determined based on the binomial pricing options model.
Total stock-based compensation expense recorded during 20212023 was $7.0$15.6 million, of which $0.2$0.9 million was included in cost of revenue, $1.0$2.8 million in research and development costs, $3.2expenses, $7.0 million in selling and marketing expenses, and $2.6$4.9 million in general and administrative expenses.
 
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As of December 31, 2021,2023, the maximum total compensation cost related to options and RSU’s, granted to employees and directors not yet recognized amounted to $16.3$25.7 million. This cost is expected to be recognized over a weighted average period of 1.591.58 years.
 
We estimate the fair value of standard stock options granted using the Binomial method option-pricing model. The option-pricing model requires a number of assumptions, of which the most significant is expected stock price volatility. Expected volatility was calculated based upon actual historical stock price movements of our stock. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The fair value of RSUs is based on the market value of the underlying shares at the date of grant.
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Taxes on Income
 
We are subject to income taxes primarily in Israel and the United States. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. Based on the guidance in ASC 740 “Income Taxes”, we use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit,upon examination by the relevant tax authority, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement.
 
Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit,examination, the refinement of an estimate or changes in tax laws. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.

Accounting for tax positions requires judgments, including estimating reserves for potential uncertainties. We also assess our ability to utilize tax attributes, including those in the form of carry forwards for which the benefits have already been reflected in the financial statements. We record valuation allowances for deferred tax assets that we believe are not more likely than not to be realized in future periods. While we believe the resulting tax balances as of December 31, 20212023 are appropriately accounted for, the ultimate outcome of such matters could result in favorable or unfavorable adjustments to our consolidated financial statements and such adjustments could be material. See Note 1413 of the Financial Statements for further information regarding income taxes. We have filed or are in the process of filing local and foreign tax returns that are subject to audit by the respective tax authorities. The amount of income tax we pay is subject to ongoing audits by the tax authorities, which often result in proposed assessments. We believe that we adequately provided for any reasonably foreseeable outcomes related to tax audits and settlement. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, audits are closed or when statutes of limitation on potential assessments expire.
 
Business Combinations
 
We allocateaccount for our business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based onand liabilities assumed at their estimated fair values.values on the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair valuesvalue of assets acquired and liabilities assumed, management makes significantwe make estimates and assumptions, especially with respect to intangible assets.
Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer relationships and acquired patents and developed technology; and discount rates. Management’s Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and, as a result, actual results may differ from estimates.
Goodwill During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. Acquisition costs, such as legal and consulting fees, are expensed as incurred.
 
Goodwill is allocated to reporting units expected to benefit fromand Other Intangible Assets
Goodwill and certain other purchased intangible assets have been recorded in our financial statements as a result of acquisitions. In business combination. We perform tests for impairment of goodwill at the reporting unit level at least annually, or more frequently if events or changescombinations, in circumstances occur that would more likely than not reduceaccordance with ASC Topic 805, “Business Combination,” we allocate the fair value of a reporting unit below its carrying value. Goodwill impairment testspurchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. Such valuations require judgment,us to make significant estimates, assumptions, and judgments, especially with respect to intangible assets. The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the identificationacquired business, market conditions, technological developments and specific characteristics of reporting units, assignmentthe identified intangible assets. The allocation of assets and liabilitiesthe consideration transferred in certain cases may be subject to reporting units, assignment of goodwill to reporting units, andrevision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date.
Goodwill represents excess of the purchase price in a business combination over the fair value of eachidentifiable tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an impairment test.
ASC No. 350, “Intangible—Goodwill and Other” requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment includes judgement and considers events and circumstances that might indicate that a reporting unit.unit’s fair value is less than its carrying amount.
For the years ended December 31, 2022 and 2023, no impairment losses were recorded.
 
No impairment of goodwill charges were recorded in 2020 nor 2021.

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Impairment of Long-Lived Assets
 
We are required to assess the impairment of tangible and intangible long-lived assets and right-of-use assets subject to amortization, under ASC 360 “Property, Plant and Equipment”, on a periodic basis and when events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators include any significant changes in the manner of our use of the assets or the strategy of our overall business, significant negative industry or economic trends and significant decline in our share price for a sustained period.
 
Upon determination that the carrying value of a long-lived asset may not be recoverable based upon a comparison of aggregate undiscounted projected future cash flows from the use of the asset or asset group to the carrying amount of the asset, an impairment charge is recorded for the excess of carrying amount over the fair value. We measure fair value using discounted projected future cash flows. We base our fair value estimates on assumptions we believe to be reasonable, but these estimates are unpredictable and inherently uncertain. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for our tangible and intangible long-lived assets subject to amortization. In 2020
For the years ended December 31, 2022 and 20212023, no impairment of long-lived assets charges werewas recorded.
Derivative and Hedge Accounting
During fiscal 2020 and 2021, approximately 8% and 9%, respectively, of our operating expenses, were denominated in NIS. In order to mitigate the potential adverse impact on cash flows resulting from fluctuations in the NIS exchange rate, we started to hedge portions of our NIS forecasted expenses with derivatives contracts. We implement hedge accounting under ASC-815, therefore, the effective portion of the change in fair value on the derivatives is reported as a component of other comprehensive income and gains or losses are reclassified into the relevant period earnings. We recognize in “financial income, net” the ineffective portion of a derivative change in fair value, if any, as well as the change in fair value of all non-designated under hedge accounting derivatives.
Establishing and accounting for foreign exchange contracts involve judgments, such as determining the fair value of the contracts, determining the nature of the exposure, assessing its amount and timing, and evaluating the effectiveness of the hedging arrangement.
Although we believe that our estimates are accurate and meet the requirement of hedge accounting, if actual results differ from these estimates, such difference could cause fluctuation of our recorded expenses.
 
Recent Accounting Standards
 
In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes”, which simplifies the accounting for income taxes. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
In October 2021 the FASB issued Accounting Standards Update No. 2021-08, Business Combinations (Topic 805): “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact of the new guidance on its consolidated financial statements.
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Results of Operations
The following table presents, for the periods indicated, our costs and expenses of our continuing operations, by category (in thousands of U.S. dollars):

  Year ended December 31, 
  2020  2021 
Cost of revenue $22,477  $25,197 
Traffic acquisition costs and media buy  197,626   288,018 
Research and development  30,880   35,348 
Selling and marketing  39,085   53,209 
General and administrative  15,819   20,933 
Depreciation and amortization  9,923   9,897 
Total Costs and Expenses $315,810  $432,602 
The following table sets forth, for the periods indicated, our statements of operations expressed as a percentage of total revenue (the percentages may not equal 100% because of the effects of rounding):

  Year Ended December 31, 
  2020  2021 
Revenue:      
Display Advertising  45%  55%
Search Advertising  55   45 
Total revenue  100%  100%
         
Costs and expenses:        
Cost of revenue  7%  5%
Traffic acquisition costs and media buy  60   60 
Research and development  9   8 
Selling and marketing  12   11 
General and administrative  5   4 
Depreciation and amortization  3   2 
Total costs and expenses  96   90 
         
Operating income  4   10 
Financial expenses, net  1   (0)
Income before taxes on income  3   10 
Income tax expense (benefit)  (0)  2 
Net Income  3%  8%
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Revenue. Revenue increased by 46%, from $328.1 million in 2020 to $478.5 million in 2021.
Display Advertising revenue. Display Advertising revenue increased by 78% in 2021, from $148.7 million in 2020 to $265.3 million in 2021. This increase was a result of the acceleration of our Connected TV advertising offering.
Search Advertising revenue. Search Advertising revenue increased by 19% in 2021, from $179.4 million in 2020 to $213.2 million in 2021. This increase is result of higher numbers of daily monetizable searches that were delivered to Microsoft Bing and others as well as increased numbers of publishers.
Cost of revenue. Cost of revenue increased by 12%, from $22.5 million in 2020 to $25.2 million in 2021. Cost of revenue decreased in terms of the percentage of revenue, representing 7% of revenue in 2020 and 5% in 2021. The decrease as a percentage from revenue results from our efforts to enhance process automation, the iHUB that acts as a shared infrastructure resource and offshoring our operations.
Traffic acquisition costs (“TAC”) and media buy. TAC and media buy increased by 46%, from $197.6 million or 60% of revenue in 2020 to $288.0 million or 60% of revenue in 2021. The stabilization of traffic acquisition costs and media buy level results from the continuous iHUB efforts to serve direct demand and supply in a closed loop and the product mix.
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Research and development expenses (“R&D”). R&D increased by 14%, from $30.9 million in 2020 to $35.3 million in 2021. Our research and development expenses in 2021 increased compared to the prior year, primarily as a result of full year of payroll and subcontractors expenses related to the acquisition of Pub Ocean (in July 2020), the acquisition of Vidazoo (in October 2021) and our continued investment in technology to strengthen our technology moat.
Selling and marketing expenses (“S&M”). S&M expenses increased by 36%, from $39.1 million in 2020 to $53.2 million in 2021. The increase was primarily as a result of full year of payroll and related expenses related to the acquisitions of Pub Ocean (in July 2020), the acquisition of Vidazoo (in October 2021) as well as headcount increase, overachievement commissions, retention plans related to acquisitions and increased stock-based compensation expenses.
General and administrative expenses (“G&A”). G&A increased by 32%, from $15.8 million in 2020 to $20.9 million in 2021. The increase was primarily due to headcount increase, overachievement bonuses, increased stock-based compensation expenses and consulting expenses related to M&A transactions.
Depreciation and amortization. Depreciation and amortization expenses remained stable in the amount of $9.9 million in 2021 and 2020. Depreciation and amortization consist primarily of depreciation of our property and equipment and the amortization of our intangible assets as a result of our acquisitions.
Taxes on income (benefit). Taxes on income increased by $7.2 million from a tax income of $0.6 million in 2020 to $6.6 million tax expense in 2021. The increase was primarily a result of higher pre-tax income in 2021 ($9.6 million pre-tax tax income in 2020 vs. $45.3 million pre-tax income in 2021) in addition to internal entities merger completed during 2020, which enabled the company to utilize its tax attributes more efficiently.
B.          LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2021, we had $321.6 million in cash, cash equivalents and short-term deposits, compared to $60.4 million at December 31, 2020. The $261.3 million increase is primarily the result of $230.5 million cash provided from issuance of shares in private placement, net, $71.1 million cash provided by operating activities and $6.9 million cash provided from exercise of share options, offset by $38.4 million cash paid in connection with acquisitions and $8.3 million repayment of our debt and $0.5 million used in other investing activities.
Net cash provided by operating activities
In 2021, our operating activities provided cash in the amount of $71.1 million, primarily as result of income in the amount of $38.7 million, decreased by non-cash expenses, depreciation and amortization of $9.9 million, stock-based compensation expenses of $7.0, change in Accrued severance pay, net of $0.7 and net change of $17.7 million in operating assets and liabilities million offset by change in deferred taxes of $2.8 million.
In 2020, our operating activities provided cash in the amount of $22.2 million, primarily as result of income in the amount of $10.2 million, decreased by non-cash expenses, depreciation and amortization of $9.9 million, stock-based compensation expenses of $4.4, change in payment obligation related to acquisitions of $4.6 million offset by change in deferred taxes of $3.1 million and net change of $3.9 million in operating assets and liabilities.
Net cash used in investing activities
In 2021, we used in our investing activities $243.5 million cash, primarily due to $204.5 million investment in short-term deposits, $38.4 million cash paid in connection to acquisitions and $0.5 million purchase of property plant and equipment.
In 2020, we used in our investing activities $8.9 million cash, primarily due to $19.0 million cash paid in connection to acquisitions and $0.5 million purchase of property plant and equipment offset by a $10.5 million withdrawal from short-term deposits.
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Net cash used in financing activities
In 2021, our financing activities provided cash in the amount of $229.1 million, primarily due to $230.5 million issuance of shares in private placement, net, and exercise of options in the amount of $6.9 million, offset by $8.3 million repayment of our long-term loan.
In 2020, we used in our financing activities $4.0 million cash, primarily due to $8.3 million repayment of our long and short-term loan offset by proceeds from exercise of options in the amount of $4.3 million.
Bank Mizrahi Credit Facility
On December 17, 2018, ClientConnect Ltd. (“ClientConnect”), a former Israeli subsidiary of Perion, which merged into Perion on June 30, 2020, executed a new loan facility with Bank Mizrahi in the amount of $25 million. As of March 8, 2021, this credit facility was repaid in full.
Financing Needs
We believe that our current working capital and cash flow from operation, in addition to proceeds from our January 2022 public offering, are sufficient to meet our operating cash requirements for at least the next twelve months, including payments required under our existing bank loans.
Off Balance Sheet Arrangements
We do not have off-balance sheet arrangements (as such term is defined by applicable SEC regulations) that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial conditions, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

C.           RESEARCH, DEVELOPMENT, PATENTS AND LICENSES, ETC.
Our research and development activities are conducted internally by 115 persons at December 31, 2021. Research and development expenses were $30.9 million and $35.3 million in the years ended December 31, 2020 and 2021, respectively. In 2021, our efforts were focused on adapting, extending (organically and in-organically through acquisitions) and maintaining compatibility with the ever-changing business landscapes and automation of our platforms and operating systems.
For a discussion of other significant accounting policies used in the preparation of our intellectual propertyfinancial statements and how we protect it,recent accounting pronouncements, see “Business Overview—Intellectual Property” under Item 4.B. above.Note 2 to our consolidated financial statements contained elsewhere in this Annual Report.
 
D.           TREND INFORMATION
Industry trends expected to affect our revenue, income from continuing operations, profitability and liquidity or capital resources:
1. The digital advertising environment is very crowded and consumers suffer from over exposure to advertising promotions. This in turn has brought on a certain level of blindness to advertising, decreasing their effectiveness and value to advertisers. We are therefore concentrating on unique stand-out quality ad formats with great creative execution that grabs the attention of consumers, increasing the effectiveness of the ad and ultimately the value to advertisers.
2. The digital advertising environment is also complex and fragmented. As a result, it is increasingly difficult for advertisers, including brands and agencies, as well as investors, to discern the difference between the offerings, and this situation requires that advertisers to maintain only small number of relationships which provide a comprehensive and holistic solution and service. In addition, advertisers are looking for clean, safe and transparent solutions. We are attempting to address these needs in our various revenue streams by providing robust, scalable and differentiated products across multiple platforms. Our solution offers a full suite of services for the advertising brand and agency, including the entire advertising process from creative through analytic data collection and processing which is also utilized through programmatic capabilities which has an increasing demand. Through Content IQ, we provide advertisers the ability to serve advertisements which are targeted to the end-user’s interests alongside relevant optimized content and page-level reader engagement. Our solution also includes a technology platform for buying media on social and mobile platforms which helps optimize the money spent by agencies and advertisers. In turn, we also provide the publisher a solution for creating new advertising inventory and increasing their revenue.
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3. Our search monetization revenue is predominantly within the desktop computers environment. The transition in recent years of consumer consumption of applications, services and content from desktop towards mobile platforms has accelerated and, as a result, an increasing share of advertising campaigns are channeled towards mobile platforms resulting in fewer consumer software downloadable products are being developed. To address this trend, we have shifted the growth focus of all parts of this business away from downloadable desktop software towards the monetization of other search assets.
4. In past years the browser companies, particularly Google and Microsoft, as well as others, have been instituting policy changes, regulations and technologies that is making it increasingly difficult to change a browser’s settings even with user consent, including the ability to change a browser’s default search settings. Changing such settings has been a major part of the Company’s monetization model and until now we have been successful in dealing with these measures, within the framework allowed by these companies We continue to believe, as supported by the level of revenue over the last couple of years, that as the market continues to consolidate around accepted marketing practices, there remains sufficient business at a level sufficient to generate significant revenue and profits.
For more information on uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our business, see Item 3.D “Key Information—Risk Factors.”
For additional trend information, see the discussion in Item 5.A. “Operating and Financial Review and Prospects—Operating Results.”
E.           TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The following table summarizes our contractual commitments as of December 31, 2021 and the effect those commitments are expected to have on our liquidity and cash flow in future periods. All numbers below are in US dollars in thousands.

  
Payments Due by Period(****)
 
Contractual Commitments as of December 31, 2021 Total  
Less than
1 year
  1-3 Years  3-5 Years  
More than
5 Years
 
Accrued severance pay (1)
  2,371             
Uncertain tax positions (ASC-740) (2)
  6,928             
Operating leases  15,368   4,485   8,205   2,678   - 
Total $24,667  $4,485  $8,205  $2,678  $- 
_________________

(1)
Prior notice to our executive employees as well as severance pay obligations to our Israeli employees, as required under Israeli labor law and as set forth in employment agreements, are payable only upon termination, retirement or death of the respective employee. Of this amount, $1.8 million is unfunded as of December 31, 2021. Since we are unable to reasonably estimate the timing of settlement, the timing of such payments is not specified in the table. See also Note 2 to our consolidated financial statements appearing in “ITEM 18. Financial Statements” of this annual report.

(2)Consists of accruals for certain income tax positions under ASC 740 that are paid upon settlement, and for which we are unable to reasonably estimate the ultimate amount and timing of settlement. See Note 14(h) to our consolidated financial statements included in ITEM 18 of this annual report for further information regarding our liability under ASC 740. Payment of these obligations would result from settlements with tax authorities. Due to the difficulty in determining the timing of resolution of audits, these obligations are only presented in their total amount.
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ITEM 6.          DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 
A.DIRECTORS AND SENIOR MANAGEMENT
 
The following table sets forth information regarding our executive officers and directors as of 5, 2022:March 27, 2024:

Name Age Position
Eyal Kaplan*(1)(2)
 6264 Chairman of the Board of Directors
Doron GerstelTal Jacobson 6149 Chief Executive Officer; Director
Maoz Sigron 4446 Chief Financial Officer
Dror Erez*Michal Drayman*(1)(3)(4)
 5251 Director
Sarit Firon*Amir Guy*(1)(4)(3)
 5554 Director
Rami Schwartz* (3)(4)
 6466 Director
Michael Vorhaus*(2)(4)(3)
 6466 Director
Joy Marcus*(2)(3)(4)
 6062 Director
Daniel E. Aks 6264 President, Undertone
Tal Jacobson47General Manager, CodeFuel
Eliran Ben Yehuda37General Manager, CIQ
 _________________________

* “Independent director” under the Nasdaq Listing Rules.
 
(1) Member of our investment committee.
 
(2) Member of our nominating and governance committee.
 
(3) Member of our compensation committee.
 
(4) Member of our audit committee.
 
Effective
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On August 1, 2023 Tal Jacobson was promoted to Chief Executive Officer, replacing Doron Gerstel. Following Mr. Jacobson’s promotion, Mr. Gerstel stepped down from the executive team and later, in November 2023, Mr. Jacobson also replaced Mr. Gerstel as a member of August 26, 2019, our board of directors adopted the exemption under the Israeli Companies Regulations (Reliefs for Public Companies whose Shares are Listed on a Stock Exchange Outside of Israel), 2000, or the Regulation, as a result our director in office who was elected and classified as external director, Ms. Sarit Firon, is no longer classified as such under the Companies Law. The transition rules set forth under the Regulation provide that such former external directors have the right to remain in office as company’s directors at their option after the exemption under the Regulation is adopted until the earlier of such directors’ original end of term of office or the second annual meeting of shareholders after the adoption of the exemption under the Regulation. Ms. Sarit Firon’s term of office expired in January 2020, however our board of directors has re-appointed Ms. Firon with the term of office that expired on our 2021 annual meeting of shareholders. Ms. Sarit Firon was re-elected on our 2021 annual general meeting of shareholders to serve as our director until our 2024 annual general meeting of shareholders. directors.
 
There are no arrangements or understandings between any of our directors or executive officers and any other person pursuant to which our directors or executive officers were selected.

Eyal Kaplan has beenserved as the chairperson of the board of directors of the Company since May 2018. Mr. KaplanHe is also the chairperson of Expand Investments, anMedial Earlysign, a privately held company in the healthcare technology field, since 2020 and as board member at CUBEC Investment Corporation, owned by the University of Colorado Boulder since 2021. Mr. Kaplan is also engaged in advisory and consulting, firm focusing on growth-through-innovation and corporate strategies. Prior to that, he was Managing General Partner with Walden Israel, a venture capital firm, during which time he was Director and chairperson of numerous portfolio companies. In 1990 he co-founded Geotek Communications, an international wireless communications company, and served as senior vice president with broad strategic, managerial and operational responsibilities until 1995. Mr. Kaplan has beenwas a member of the Technion (Israel Institute of Technology) Council (executive board) sincefrom January 2014 until September 2023, serving the maximum allowed term., where he chairschaired the Finance and Budget Committee, and is a membercurrently the chairman of the Technion’s Endowment Investment Committee. Since 2012 he has been a member of the Technion Board of Governors, a body of some 300 high-profile visionaries and decision makers with outstanding achievements in the fields of science, technology, economy, industry, culture and society. From 2007 to 2012, Mr. Kaplan was a member of the Advisory Committee of Caesarea Center for Capital Markets & Risk Management, and from 2005 to 2014, he was a member of the Advisory Committee of the Global Consulting Practicum at the Wharton School of the University of Pennsylvania. Mr. Kaplan holds an MBA from the Wharton School of the University of Pennsylvania, a Master of Arts in International Studies from the Lauder Institute of the University of Pennsylvania, and a Bachelor of Science degree (with Honors) in economics and management from the Technion - Israel Institute of Technology.
 
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Doron GerstelTal Jacobson has been a directorleader and executive in the ad-tech industry for more than two decades. Prior to his appointment as Perion's CEO in 2023, Tal served as General Manager of CodeFuel, Perion's Search Advertising unit, since 2018. During his tenure, he turned CodeFuel into a significant driver of Perion's market share and valuation. He also cemented a strategic relationship with Microsoft for which the company won the Microsoft Advertising Global supply partner award. Tal's success is rooted in his extensive experience in all facets of the Company since May 2018, and thetech industry. As Chief ExecutiveRevenue Officer of SimilarWeb, he was paramount to the Company since April 2017. In his previousIsraeli unicorn growth spurt in its early days. Prior to that, he held the position of VP of Business at McCann Erickson, the role asof CEO at the video collaboration platform Watchitoo, and Director of Panaya Ltd., Mr. Gerstel led a company turnaround that saw an increase in annual revenue andBusiness Development at AOL (as part of the company’s acquisition by Infosys Limited. Mr. Gerstel has also held CEO positions at Nolio Ltd., Syneron Medical Ltd. and Zend Technologies Ltd. Mr. Gerstel holds a BSc. in Economics and Management from the Technion Institute of Technology in Haifa, and an MBA from Tel Aviv University.IM division - ICQ).
 
Maoz Sigron has beenserved as the Chief Financial Officer of the Company since February 2018. Prior to that, sincefrom September 2017 until February 2018, Mr. Sigron served as our VP Finance. Previously, he served in various finance leadership and senior accounting positions at Tnuva Dairy Corporation, Allot Communications Ltd. (Nasdaq:ALLT) and Stratasys Ltd. (Nasdaq:SSYS) as welland prior to that he served as a CPA with PwC. Mr. Sigron holds a B.A in accounting and Economics from the College of Management.Management, Israel.
 
Dror ErezMichal Drayman has beenserved as a director of the Company since January 2014. In 2005, Mr. Erez co-founded ConduitJune 2022. Ms. Drayman serves as a director and served as its Chief Technology Officer until January 2014, when he became Conduit’s President and in May, 2018 became Conduit’s chairperson of the board of directors for a year. Mr. Erez is also a member of the Conduit boardaudit and compensation committee of directors. Mr. Erez is now actingRee Automotive Ltd. (Nasdaq:Ree) and serves on the boards of several privately held companies including  aVISI Ltd. and MetzerPlast. A long standing investor who served as a CEO of Trevi, iopartner in Jerusalem Venture Partners VC since 2014 to sept 2023 and a CFO and VP business development at European High Tech Capital, a privately held investment firm which is also advising for startupsfocused on strategy, product and technology.healthcare investments. Prior to founding Conduit, hethat from 2001 to 2004 Ms. Drayman served as the VP Finance America of Lumenis Inc. From 1994 to 2001, Ms. Drayman served in various executive rolesdifferent financial positions in private technology companies. Mr. ErezLumenis Ltd. (previously, Nasdaq:LMNS). Ms. Drayman holds a B.A.BA in PhysicsEconomics and Computer ScienceAccounting from Bar Ilan University.Haifa University and an MBA in excellence from The College of Management, Rishon Letzion, Israel, Biomedical Management Track.
 
Sarit Firon69 has been an external director of the Company since January 2017 and following the Company’s opt out from the Israeli external directors regime in August 2019, continued as an independent director. Ms. Firon is managing partner of Team8 Group and co-founder and managing partner of Team8 Capital, the investment arm of Team8 Group, which invests in early stage technology startups. Previously, she was a managing partner of Cerca Partners, an Israeli venture capital fund. She has served at Extreme Reality Ltd., as its chief executive officer from December 2012 to November 2014 and as a director since December 2014. From November 2011 to November 2012, Ms. Firon was the Chief Financial Officer of Kenshoo Ltd. From November 2007 to October 2011, Ms. Firon was the Chief Financial Officer of MediaMind Technologies Inc., a Nasdaq listed company which was acquired by DG, Inc. in August 2011. From May 2005 to June 2007, Ms. Firon was the Chief Financial Officer of OliveSoftware and from January 2000 to October 2004, she was the CFO of P-Cube, a private company which was acquired in October 2004 by Cisco Systems, Inc. (Nasdaq:CSCO). From October 2004 to January 2005, Ms. Firon was employed by Cisco to be responsible for the post-merger integration of P-Cube. From January 1995 to December 1999, Ms. Firon served in various positions at Radcom Ltd. (Nasdaq:RDCM), including as its Chief Financial Officer from September 1997 to December 1999. Since July 2015, she has served as chairperson of the board of directors of myThings Israel Ltd. Since June 2014, Ms. Firon

Amir Guy has served as a director of Mediwound Ltd. (Nasdaq:MDWD), andthe Company since June 2012, Ms. Firon has2022.  Mr. Guy spent most of his career, more than 26 years, in the advertising industry, both in corporate and entrepreneurial settings. Mr. Guy is the founder of Moonshoot since October 2023. Mr. Guy was the founder of togetherr (a Fiverr company) since March 2021 through 2022. Mr. Guy served as a director of Datorama Ltd. From October 2000Adler-Chomski Group / Grey Israel until July 2023. Prior to December 2006, Ms. Fironjoining Adler-Chomski Group, Mr. Guy served as a director of MetaLink Ltd. (OTCMKTS:MTLK). Ms. Fironin various accounting roles, including Wunderman Thompson LLC and other private advertising companies. Mr. Guy holds a B.A.B.B.A in Accountingmarketing and Economicsfinance from Tel-Aviv University, Israel.the College of Management in Israel and an MBA from the Kellog School of Management at Northwestern University.

Rami Schwartz has beenserved as a director of the Company since January 2019. Mr. Schwartz joined The Portland Trust as Managing Director of the Tel Aviv office in April 2018. Mr. Schwartz also serves as a director of Radcom (NASDAQ: RDCM) and an advisory board member of Algosec. Previously, Mr. Schwartz was the President of the Amdocs Products and Amdocs Delivery groups for 7 years. Prior to joining Amdocs, Mr. Schwartz was the chairperson of Olive Software (acquired by ESW Capital), and Comply (acquired by Qualitest), the co-founder and CEO of Zizio and DigiHOO, and an EIR at Cedar Fund. Mr. Schwartz was CEO and director of Exanet (acquired by Dell) and General Manager of Precise Software (acquired by Veritas software). Mr. Schwartz holds a B.Sc. in excellence, in Mathematics and an EIR at Cedar Fund.Computer Science from the Hebrew University in Jerusalem.Exanet (acquired by Dell) and General Manager of Precise Software (acquired by Veritas software). Mr. Schwartz holds a B.Sc. in excellence, in Mathematics and Computer Science from the Hebrew University in Jerusalem.
 
Michael Vorhaushas beenserved as a director of the Company since April 2015.  Mr. Vorhaus also serves as a directorDirector of Altimar Acquisitions Corporation (NYSE: ATAC).StartingIonik (formerly known as Popreach) (TSE:INIKIF). Starting December of 2018, Mr. Vorhaus has  founded Vorhaus Advisors and is CEO of the firm. From 1994 to November 2018, he was in a variety of positions at of Frank N. Magid Associates, Inc., a research-based strategic consulting firm. From 1994 to 2008, he served as its Senior Vice President and Managing Director and from 2008 to 2018 he served as the President of Magid Advisor, a unit of Magid Associates. From 2013 to 2014, Mr. Vorhaus served as a director of Grow Mobile. In 1987, he founded Vorhaus Investments. Vorhaus advises a number of start-ups and venture capital firms. He also has a wide variety of early stage investments primarily in media and related areas. Mr. Vorhaus formerly served as a director of Altimar Acquisitions Corporation I, II and III. Mr. Vorhaus holds a B.A. in Psychology from Wesleyan University and completed the Management Development Program at the University of California, Berkeley’s Haas School of Business.
 
Joy Marcus has beenserved as a director of the Company since November 2019.  Ms. Marcus has a wealth of experience in the media industry, including as EVP and GM Digital Video at CondeCondé Nast Entertainment, CEO of Bloglovin’ (acquired by Impact), SVP Global Marketing Solutions at Time Warner (now WarnerMedia), VP International at MTV Networks, a division of Viacom (now Paramount) and GM North America for Dailymotionof DailyMotion (acquired by Orange/France Telecom) and VP Business Development at B&N.com (IPO). Ms. Marcus is a board member atShe sits on the Boards of digital media companycompanies BBC Maestro, Muso and Qwire, and the non-profitsnonprofits New York Tech Alliance The Video Consortium and Hoops4Hope.MOUSE. Joy is currentlythe Co-Founder and Managing Director of the female focused investment group Brilliant Friends,The 98, a full-timeventure fund that invests in women led tech enabled businesses. She is a full time Lecturer on Entrepreneurship at Princeton University where she was the James Wei Visiting Professor in Entrepreneurship in 2014 and is a Venture Fellow at VC firm JVP, where she advises the firm on digital media, advertising and consumer investments.Jerusalem Venture Partners. Joy graduated with Magna Cum Laude, Phi Beta Kappa, from Princeton University and has a JD from NYU Law School and completed the management course in finance and accounting fromFinance & Accounting at Columbia University.University Graduate School of Business.
 
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Daniel E. Aks has been theserved as President of Undertone since August 2019 and an external director of the Company from August 2018 until August 2019. Since December 2017, Mr. Aks is the Chief Executive Officer of Antenna International, a story-maker and creative technology company devoted to cultural, iconic site and commercial attractions. Prior to Antenna, from December 2010 to December 2017, he was the owner of C3 Multimedia LLC., a consulting firm in the fields of information, education K-16 and media and during his term with C3 was, inter-alia, the Acting Chief Operating Officer for the Educational Records Bureau (ERB), a K-12 assessment organization serving private education and high performing public institutions (from March 2015 until December 2017). From January 2014 until December 2017, Mr. Aks was the Co-Founder of The EdTech Fund, an investment vehicle for seed capital investments in educational technologies. He also served as the Senior Vice President and Chief of Staff for McGraw-Hill Education (MHE) from September 2008 until November 2010 where he was responsible for information technology, public relations, strategy and business development, K-12 differentiated instruction pilots, and content management system development.. From July 2007 until April 2008 he served as the Chief Operating Officer and Executive Vice President at The Greenspun Companies, where he had general management responsibility of the company’s magazine and companion web site businesses.Companies. Prior to that from January 2006 to July 2007, he held positions with MTV Networks (MTVN) as a Senior Vice President of both Operations and Consumer Products. Prior to MTVN, from August 1999 to June 2004, Mr. Ask served PRIMEDIA’s Consumer Magazine Group as Chief Operating Officer, where he managed the Direct Response Advertising Group, Manufacturing, Production, Distribution, IT, Strategy, Business Development, Global Sourcing, and at times Circulation.Officern. He was also President of PRIMEDIA Consumer Magazine Internet Group during that term. Prior to joining PRIMEDIA, Mr. Aks was a partner with the Booz Allen Hamilton consulting firm where he specialized in business growth, operations strategy and restructuring in the media, education, telecommunications and consumer goods industries.firm. Mr. Aks holds a BS in Manufacturing/Industrial Engineering and a B.A. in Business Administration from Rutgers University and earned an MBA from the Harvard University Graduate School of Business Administration, where he graduated with second-year honors.
 
Tal Jacobson has been the General Manager of CodeFuel since November 2018. Mr. Jacobson has been an executive in the Israeli high-tech industry for over 20 years. Previously to joining Perion, Mr. Jacobson served as the Chief Revenue Officer and Chief Business Development Officer at SimilarWeb. He also founded Monotizer, which provided a technology for generating traffic to online retailers. Previously, Mr. Jacobson was the VP of Business at McCann Erickson as well as held the position of CEO at Watchitoo - a video collaboration platform. Mr. Jacobson was also the Director of Business Development at AOL as part of the IM division (ICQ).
Eliran Ben Yehuda has been the General Manager of CIQ since January 2022. Mr. Ben Yehuda has served in senior management positions for over 10 years. Prior to joining Perion, Mr. Ben Yehuda served as a Director at Taboola.com Ltd. (TBLA, TBLAW), where he also served as country manager for Israel. Mr. Ben Yehuda also serves as an advisory board member for Papaya Global Ltd. Mr. Ben Yehuda holds an LL.B and B.A. in Business Administration both from Reichman University.
There are no family relationships between any of our directors or executive officers.
 
B.          
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B.COMPENSATION
 
The aggregate direct compensation we paid to our directors and officers as a group (4(13 persons) for the year ended December 31, 2021,2023, was approximately $6.8$12.8 million, which included approximately $0.4$0.5 million that was set aside or accrued to provide for pension, retirement, severance or similar benefits. This amount includes bonuses paid to our officers pursuant to our executive bonus plan based on company performance measures, in accordance with our Compensation Policy for Directors and Officers. This amount does not include expenses we incurred for other payments, including dues for professional and business associations, business travel and other expenses, and other benefits commonly reimbursed or paid by companies in Israel.
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The aggregate compensation we paid to our directors who are not officers for their services as directors as a group for the year ended December 31, 2021 was approximately $0.4 million. In addition, our directors are reimbursed for expenses incurred in order to attend board of directors or committee meetings.
 
In the year ended December 31, 2021,2023, we granted to our officers (i) 157,700170,463 restricted share units (“RSUs”), which vest over a three-year period; and (ii) 110,300160,000 performance-based share units (“PSUs”), linked to certain financial KPI’s. These awards were granted under our Equity Incentive Plan, as amended, formerly known as the 2003 Israeli Share Option Plan (the “Incentive Plan”).
 
In 2021,2023, we paid each of our non-executive directors $50,000 per year. Following the approval of$62,500 (as approved by our shareholders on June 30, 2022). At the annual general meeting of our shareholders held on December 23, 2020, thean annual equity grant structureof RSUs to our non-executive directors has been changed from a grant of options to a grant of RSUs,approved, with a variable value based on the role held by each such member of the board of directors. With respect to new appointed directors, such grant shall be made initially upon the initial election or appointment and on each anniversary of such date. With respect to our incumbent non-executive directors, the initial grant, was made on February 6, 2021, the date of the first anniversary of the most recent option grant. Such RSU grant was made in lieu (and not in addition) to the scheduled grant of options to our directors. The RSUs granted are subject to the terms and conditions of the Incentive Plan and the RSU agreement pursuant to the Incentive Plan. The RSUs shall vest on a quarterly basis, in equal tranches, during the year following the grant. All unvested RSUs held by a director in office will automatically vest upon a change of control of the Company, which is defined for this purpose as (i) a merger, acquisition or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (ii) a sale of all or substantially all of the assets of the Company, or (iii) a transaction or a series of related transactions as a result of which more than 50% of the outstanding shares or the voting rights of the Company are beneficially owned by one person or group (as defined in the SEC rules) (the “Change of Control”). Accordingly, each non-executive director was granted with an annual RSU grant according to his/her role, with a value as follows:
 
chairperson of our audit committee: $110,000;
chairperson of our compensation committee: $107,500;
chairperson of our nominating and governance committee: $105,000; and
other non-executive directors: $97,500.
 
The compensation we paid to our chairman of the board of directors, Mr. Kaplan, for the year ended December 31, 20212023 was $100,000 plus VAT,$125,000, (as approved by our shareholders on June 30, 2022) paid in four quarterly payments and reimbursement of out-of-pocket expenses incurred in connection with Mr. Kaplan’s services as chairman. Mr. Kaplan is also entitled forto indemnification and liability insurance as provided to other members of the board of directors. Mr. Kaplan’s services agreement also includes customary non-disclosure, non-compete, and ownership assignment of intellectual property undertakings.
 
Following the approval of the extraordinary general meeting of our shareholders held on August 2, 2018, Mr. Kaplan was granted with a one-time grant of options to purchase 66,666 Ordinary Shares, with a 3-year vesting schedule, commencing on May 9, 2018 (the “August 2018 Grant”). In addition, following the approval of the annual general meeting of our shareholders held on February 6, 2020, and subject to the continued engagement as our chairman of the board of directors, Mr. Kaplan was granted with a one-time grant of options to purchase 90,000 Ordinary Shares with a 3-year vesting schedule (the options will vest quarterly in equal tranches over a three-year period), commencing on May 9, 2021, at an exercise price per share equal to the average stock market price of the 90 days period preceding the date of the general meeting of our shareholders, as reported by the Nasdaq Stock Market (together with August 2018 Grant, the “Chairperson’s Previous Grants”). The options granted are subject to the terms and conditions of the Incentive Plan and the option agreement pursuant to the Incentive Plan. Upon removal of Mr. Kaplan from office either by a vote of the board of directors or by a vote of the Company’s shareholders, either (i) as a direct result of the negotiation of a Change of Control; or (ii) within six months following a Change of Control event (for the avoidance of doubt, in both (i) and (ii), other than for “cause” – as such term defined in the Incentive Plan) all unvested options shall automatically be accelerated and become fully vested on the effective date of any such event described in either (i) or (ii).
 
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Following the approval of the annual general meeting of our shareholders held on December 23, 2020, the equity grant structure to Mr. Kaplan, our chairperson of the board of directors, was changed as well, from a grant of optionoptions to grant of RSUs. Accordingly, Mr. Kaplan was granted an annual grant of RSUs with a value of up to $200,000, such annual grant which shall be made in the form of RSUs, shall be equal to the difference between the fair market value per vesting annum of the Chairperson’s Previous Grants and the approved cap of $200,000. The initial grant was made on February 6, 2021. With respect to new appointed chairperson of our board of directors, such grant shall be made initially upon the initial election or appointment and on each anniversary of such date. The RSUs granted are subject to the terms and conditions of the Incentive Plan and the RSU agreement pursuant to the Incentive Plan. The RSUs shall vest on a quarterly basis, in equal tranches, during the year following the grant. All unvested RSUs held by a chairperson in office will automatically vest upon a Change of Control event. In addition, the Company’s shareholders approved a one-time special grant of 19,000 fully vested RSUs. The grant date of thethis special grant iswas the date of our board of directors’ approval which occurred on October 27, 2020.
 
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The table below reflects the compensation granted to our five most highly compensated office holders during or with respect to the year ended December 31, 2021.2023. We refer to the five individuals for whom disclosure is provided herein as our “Covered Executives.”
 
For purposes of the table below, “compensation” includes salary cost, bonuses, equity-based compensation, retirement or termination payments, benefits and perquisites such as car, phone and social benefits and any undertaking to provide such compensation. All amounts reported in the table are in terms of cost to the Company, as recognized in our financial statements for the year ended December 31, 2021,2023, including the compensation paid to such Covered Executive following the end of the year in respect of services provided during the year. Each of the Covered Executives was covered by our D&O liability insurance policy and was entitled to indemnification and exculpation in accordance with applicable law and our articles of association. All numbers below are in US Dollars in thousands.
 
Name and Principal Position (1)
 
Salary Cost (2)
  
Bonus (3)
  
Equity-Based
Compensation (4)
  Total  
Salary Cost (2)
  
Bonus (3)
  
Equity-Based
Compensation (4)
  Total 
Doron Gerstel, Chief Executive Officer  634   1,254   946   2,834 
Tal Jacobson, Chief Executive Officer  651   853   1,916   3,420 
Doron Gerstel, Former Chief Executive Officer  166   822   1,577   2,565 
Maoz Sigron, Chief Financial Officer  343   535   514   1,392   416   616   691   1,723 
Daniel E. Aks, President, Undertone Business Unit  540   600   202   1,342   585   228   546   1,359 
Tal Jacobson, General Manager, CodeFuel Business Unit  387   677   260   1,324 
Gal Dagan, Co-Founder and Former VP R&D, Vidazoo Business Unit  303   -   675   978 
_________________
(1) Unless otherwise indicated herein, all Covered Executives are employed on a full-time (100%) basis. On August 1, 2023, Doron Gerstel stepped down from his role as Company’s CEO and later, in November 2023, Mr. Gerstel also stepped down from his role as a member of our board of directors. Gal Dagan’s role as VP R&D of Vidazoo Business ended on December 31, 2023.
 
(2) Salary cost includes the Covered Executive’s gross salary plus payment of social benefits made by the Company on behalf of such Covered Executive. Such benefits may include, to the extent applicable to the Covered Executive, payments, contributions and/or allocations for savings funds (e.g., Managers’ Life Insurance Policy), education funds (referred to in Hebrew as “keren hishtalmut”), pension, severance, risk insurances (e.g., life, or work disability insurance), payments for social security and tax gross-up payments, vacation, car, medical insurances and benefits, phone, convalescence or recreation pay and other benefits and perquisites consistent with the Company’s policies.
 
(3) Annual bonuses granted to the Covered Executives based on formulas set forth in the annual compensation plan and/or special bonus approved by compensation committee of the board and the board of directors.directors pursuant to the terms of our Compensation Policy for Directors and Officers.
 
(4) Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2021.2023. Such numbers are based on the optionRSU grant date fair value in accordance with accounting guidance for equity-based compensation and does not necessarily reflect the cash proceeds to be received by the applicable officer upon the vesting and sale of the underlying shares. For a discussion of the assumptions used in reaching this valuation, see Note 2 to our Financial Statements.
 
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Compensation Terms of our Chief Executive Officer
 
Doron Gerstel servesTal Jacobson was appointed as our Chief Executive Officer from April 2017 andeffective August 1, 2023. His compensation terms as Chief Executive Officer were approved by the shareholders at the Annual General Meeting held on June 21, 2023. The following is a directorsummary of his compensation terms, which are consistent with the Company since May 2018. His monthlyCompany's Compensation Policy.

Mr. Jacobson's annual base salary iswas set at NIS 130,0001,440,000 (equivalent to approximately $41,800),397,022 USD) effective as of January 1, 2021, as approved by the annual general meeting of our shareholders held on December 23, 2020. Mr. Gerstel also entitled to customary benefits (including those mandated by applicable law and/or generally provided to other executive officers of the Company), including managers’ insurance or pension arrangement, disability insurance, severance pay (pursuant to Section 14 of the Severance Pay Law), educational savings fund, private health insurance, indemnification, liability insurance (including for the period of seven years following termination), convalescence pay, meal plan, cellular telephone and personal computer. Mr. GerstelFebruary 7, 2023. He is not compensated for his role as director.
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Mr. Gerstel is also entitledeligible for a target annual cash bonus of up to a maximum100% of twelve (12) monthly salaries,his annual base salary, or eighteen (18)150% in case of over achievement, subject tooverachievement, based on a performance matrix to be approvedpre-approved annually by the Company’s compensation committeeCompany's Compensation Committee and board of directorsdirectors. The bonus also includes a discretionary component, not based on an annual basis, while up to 25% of such annual bonus may be discretionary and not subject to measurable performance indexes. In addition, our compensation committeeCompensation Committee and the board of directors areshall be authorized to grant Mr. Gerstel,Jacobson, from time to time, a special bonus as set out in, accordance with and subject to the terms of, our Compensation Policy for DirectorsPolicy.

In addition, Mr. Jacobson was granted 90,000 RSU and Officers.
Upon joining90,000 PSUs as of February 7, 2023. The RSUs shall vest over three years with a 12-month cliff; one-third vests on the first anniversary of the grant date, and the balance vests quarterly over the next eight quarters. The PSUs are subject to the Company Mr. Gerstel was granted with two stock option grants undermeeting at least 80% of revenue and Adjusted EBITDA targets for fiscal years 2023, 2024, and 2025. No PSUs vest if either revenue or Adjusted EBITDA targets are below 80%. The vesting of the Company’s Incentive Plan: (i) option to purchase up to 387,278 ordinary shares at an exercise price per share of $4.89 (which was the approximate market price per ordinary sharesPSUs is calculated based on the Nasdaq Stock Market on the dateaverage performance levels of actual revenue and Adjusted EBITDA. The maximum vesting of the employment agreement); and (ii) option to purchase up to 387,278 ordinary sharesPSUs is capped at an exercise price per share of $7.89 (together, the “Options”)100%.
The Options are exercisable for cash or on a “cashless” basis, at the election of Mr. Gerstel, and have a term of six years, whichPSUs will not be reduced invest before the event that employment terminates prior thereto, exceptfirst anniversary of the grant date. The RSUs and PSUs are subject to vesting acceleration provisions in the event of termination for “Cause” (as defineda change in the employment agreement). The Options vest during the term of employer-employee relations, in quarterly installments, over a period of four years. The vesting schedulecontrol of the OptionsCompany, provided that the Mr. Jacobson is still employed by the Company or any of its subsidiaries, as the case may be. The PSUs and RSUs will become fully accelerate (i)vested upon the closing of a “Transaction” (as defined below)an M&A Event, which shall mean in essence (A) any consolidation, merger or (ii) if Mr. Gerstel is terminated without “Cause” or if he resigns as a result of being demoted or relocated, in each case, within 12 months following a “Change of Control” (as defined below).
Each grant constitutes approximately 0.9%reorganization (“Transaction”) of the outstanding ordinary shares asCompany, in which the shareholders of March 5, 2022.
At the annual general meeting of our shareholders held on February 15, 2018, and as part of a cross-company repricing plan designed mainly to keep our competitive hiring position in the industry, the repricing of options granted to Mr. Gerstel was approved. The first tranche of 387,278 options was adjusted to have an exercise price per of $3.24 (which is equal to the weighted average price of our ordinary shares on Nasdaq in the last 90 daysCompany, immediately prior to the date of approvalsuch Transaction, own less than 50% of the repricing plan by our board of directors) (the “Adjusted Exercise Price”), and the second tranche of 387,278 options was adjusted to have an exercise price per share equal to $4.23, which is 130%voting power of the Adjusted Exercise Price.
Atsurviving entity (or its affiliated company, as the extraordinary meetingcase may be) immediately after such Transaction; or (B) any transaction or series of our shareholders held on April 11, 2019, Mr. Gerstel was granted with additional grant of optionsrelated transactions to purchase 150,000 Ordinary Shares, with a 3-year vesting schedule (the options will vest on a quarterly basis in equal tranches over a three-year period), commenced on January 15, 2019 (the “2019 Options”). The exercise price per share forwhich the shares underlying the 2019 Options is as follows: (i) the first 75,000 of shares underlying the 2019 Options will be exercised at a price per share equal to $2.87, which is the weighted average closing price of our ordinary shares on Nasdaq in the last 90 days prior to the date of approval of the grant by our board of directors on February 12, 2019, as reported by the Nasdaq Stock Market (the “Base PPS”); and (ii) the remaining 75,000 of shares underlying the 2019 Options will be exercised at a price per share equal to $3.30 whichCompany is a price 15% higher than the Base PPS. The 2019 Options will be subject to the terms and conditionsparty, in which all or substantially all of the Company’s Incentive Plan, as amended andoutstanding share capital is transferred to any entity or person (excluding a public offering in a stock exchange, or any consolidation, merger or reorganization effected exclusively to change the termsdomicile of the option agreement issued to Mr. Gerstel pursuant toCompany, or a transaction or series of related transactions, in which the Company’s Incentive Plan. The vesting scheduleshareholders of the Option will fully accelerate in accordance of the acceleration provisions of the options previously grantedCompany prior to Mr. Gerstel (with Change in Board Event measured as of the date of the shareholders meeting).
Each grant constitutes approximately 0.2% of the outstanding ordinary shares as of March 5, 2022.
At the annual general meeting of our shareholders held on December 23, 2020, Mr. Gerstel was granted with 500,000 RSUs, which is vesting over a three-year period commenced on February 1, 2021, with a 6-month cliff after which the RSUs will continue to vest on a quarterly basis over the following ten (10) quarters, unless such RSUs have been cancelled in accordance with the employment terms of Mr. Gerstel (the “RSU Grant”). The grant date is the date of the board of directors’ approval, which occurred on October 27, 2020. The vesting schedule of the RSU Grant will fully accelerate in accordance with the acceleration provisions of the options previously granted to Mr. Gerstel (with Change in Board Event measured as of the date of the shareholders meeting). Consistent with the previous options grants granted to Mr. Gerstel, the RSU Grant will be subject to the same terms and conditions of prior grants, the terms and conditions of the Company’s Incentive Plan and the terms of the grant agreements issued to Mr. Gerstel pursuant to the Company’s Incentive Plan.
Such grant constitutes approximately 1.1% of the outstanding ordinary shares as of March 5, 2022.
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In addition, at the same meeting, our shareholders approved a one-time grant to Mr. Gerstel of performance based options to purchase 225,000 ordinary shares linked to certain KPI’s in connection with the renewal of the strategic partnership agreement with Microsoft Bing (the “2020 Options”), approved by our board of directors on July 28, 2020, to those members of our management who participated in the efforts for the renewal of the strategic partnership for a period of four additional years, whereastransaction, hold more than 50% of the 2020 Options vested upon the renewalvoting and economic rights of the Search Distribution Agreement by and betweenCompany or surviving entity, as applicable, immediately following such transaction), or (C) the Company and Microsoft Ireland Operations Limited which occurred on November 2, 2020 (the “Renewal Date”), and the remaining 50% of the 2020 Options will vest in two equal portions on each anniversary of the Renewal Date. The exercise price per share for the ordinary shares underlying the 2020 Options is the weighted average closing price of our ordinary shares in the last 90 days, as reported by the Nasdaq Stock Market, prior to the date of approval of the grant by the board which occurred on July 28, 2020. The vesting schedule of the 2020 Options will fully accelerate in accordance with the acceleration provisions of the options previously granted to Mr. Gerstel (with Change in Board Event measured as of the date of the shareholders meeting). Consistent with the previous options grants granted to Mr. Gerstel, the 2020 Options will be subject to the same terms and conditions of prior grants, the terms and conditions of the Company’s Incentive Plan and the terms of the grant agreements issued to Mr. Gerstel pursuant to the Company’s Incentive Plan.
Such grant constitutes approximately 0.5% of the outstanding ordinary shares as of March 5, 2022.
For the purpose of Mr. Gerstel’s employment agreement, “Transaction” means the occurrence and closing,sale, lease, exclusive license, transfer or other disposition, in a single transaction or in a series of related transactions of any oneall or more ofsubstantially all the following events pursuant to the approval or recommendation of the board of directors: (i) a sale or other disposition of 90% or more of the consolidated assets of the Company and its subsidiaries; (ii)subsidiaries taken as a whole, or the sale or other disposition of 90% ofone or more of the outstanding securitiessubsidiaries of the Company resulting in a Change of Control; or (iii) a merger, consolidation or similar transaction involving 90% of moreif substantially all of the outstanding securitiesassets of the Company resulting inand its subsidiaries taken as a Changewhole are held by such subsidiary or subsidiaries, or any exclusive license of Control.
 “Change of Control” will occur if any person or “group” of persons becomes the “beneficial owner” (as such terms are used for purposes of Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended), directly or indirectly, of 35% or more of the outstanding share capitalmaterial intellectual property of the Company, excludingother than when any such transfer is to a reorganization resulting in the Company being held by an entity beneficiallywholly owned by the holderssubsidiary of the Company’s share capital immediately prior to the transaction or any Change in Board Event (as defined below).Company.

“Change in Board Event” shall mean any time at which individuals who, as of April 2, 2017, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board of directors; provided, however, that any individual becoming a director subsequent to April 2, 2017 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened (in writing) election contest with respect to the election or removal of directors or other actual or threatened (in writing) solicitation of proxies or consents by or on behalf of a person other than the board of directors.
TheMr. Jacobson's employment agreement also includes customary covenants regardingnon-solicitation, confidentiality, IPintellectual property assignment, non-competitioninsurance plan participation, expense reimbursement and non-solicitation.
28 annual vacation days. The employment termagreement is for an indefinite period. Weand may terminate the employment upon 12 months’ prior notice andbe terminated by either party with a 6-month advance notice. Mr. Gerstel may resign upon nine months’ prior notice. During the notice period, Mr. Gerstel will be entitledJacobson performance-based compensation is subject to all benefits under the employment agreement, including the continued vesting of stock options, even if the Company waives its right to continued service. In the event of termination for “Cause” (as defined in the employment agreement), we may terminate the employee without prior notice.our clawback policy.
 
We also have employment agreements with our other executive officers. These agreements usually do not contain any change of control provisions and otherwise contain salary, benefit and non-competition provisions that we believe to be customary in our industry.
 
C.          
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C.BOARD PRACTICES
 
Corporate Governance Practices
 
We are incorporated in Israel and therefore are subject to various corporate governance practices under the Companies Law, relating to such matters as external directors (or, to the extent applicable, the provisions of the opt-out from external directors), the audit committee, the internal auditor and approvals of interested party transactions. These matters are in addition to the ongoing listing conditions of Nasdaq and other relevant provisions of U.S. securities laws. Under the Nasdaq Listing Rules, a foreign private issuer may generally follow its home country rules of corporate governance in lieu of the comparable Nasdaq requirements, except for certain matters such as composition and responsibilities of the audit committee. For further information, see Item 16.G “Corporate Governance.”
 
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Nasdaq Requirements
 
As required by the Nasdaq Listing Rules, a majority of our directors are “independent directors” as defined in the Nasdaq Listing Rules.
 
As contemplated by the Nasdaq Listing Rules, we have an audit committee, a compensation committee and a nominating and governance committee, all of whose members are independent directors.
 
See Item 16.G. “Corporate Governance” for exemptions that we have taken from certain Nasdaq Listing Rule requirements.
 
Israeli Companies Law
 
Board of Directors
 
According to the Companies Law and our articles of association, our board of directors is responsible, among other things, for:
 
establishing our policies and overseeing the performance and activities of our chief executive officer;
 
convening shareholders’ meetings;
 
approving our financial statements;
 
determining our plans of action, principles for funding them and the priorities among them, our organizational structure and examining our financial status; and
 
issuing securities and distributing dividends.
 
Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders. Our board of directors also appoints and may remove our chief executive officer and may appoint or remove other executive officers, subject to any rights that the executive officers may have under their employment agreements.
 
As of March 5, 2022,27, 2024, our board of directors consists of seven directors. Our directors (other than the directors who were in the position of external directors until August 2019) are elected in three staggered classes by the vote of a majority of the ordinary shares present and entitled to vote at meetings of our shareholders at which directors are elected. The members of only one staggered class will be elected at each annual meeting for a three-year term, so that the regular term of only one class of directors expires annually. Our annual meeting of shareholders is required to be held at least once during every calendar year and not more than fifteen months after the last preceding meeting. Effective as of August 2019, following our adoption of the exemption under the Israeli Companies Regulations (Reliefs for Public Companies whose Shares are Listed on a Stock Exchange Outside of Israel), 2000, or the Regulation, our director in office who was elected and classified as external directors, Ms. Sarit Firon, is no longer classified as such under the Companies Law. The transition rules set forth under the Regulation provide that such directors have the right to remain in office as our directors at their option after the exemption under the Regulation is adopted until the earlier of such directors’ original end of term of office or the second annual meeting of shareholders after the adoption of the exemption under the Regulation. Ms. Firon’s term of office expired in January 2020, accordingly our board of directors has re-appointed Ms. Firon with the term of office that expired as of our 2021 annual meeting of shareholders. Ms. Sarit Firon was re-elected on our 2021 annual general meeting of shareholders to serve as our director until our 2024 annual general meeting of shareholders. 
 
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If the number of directors constituting our board of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors constituting our board of directors reduce the term of any then current director.
 
Our board of directors may appoint any other person as a director, whether to fill a vacancy or as an addition to the then current number of directors, provided that the total number of directors shall not, at any time, exceed seven directors. Any director so appointed shall hold office until the annual meeting of shareholders at which the term of his class expires, unless otherwise determined by our board of directors. There is no limitation on the number of terms that a non-external director may serve.
 
Shareholders may remove a non-external director from office by a resolution passed at a meeting of shareholders by a vote of the holders of more than two-thirds of our voting power.
 
A resolution proposed at any meeting of our board of directors is deemed adopted if approved by a majority of the directors present and voting on the matter. Under the Companies Law, our board of directors must determine the minimum number of directors having financial and accounting expertise, as defined in the regulations that our board of directors should have. In determining the number of directors required to have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity of its business and operations. Our board of directors has determined that we require at least one director with the requisite financial and accounting expertise and that Ms. Sarit FironMichal Drayman has such expertise.
 
Under the Companies Law, a person, who is, directly or indirectly subordinated to the chief executive officer of a public company, may not serve as the chairman of its board of directors. In addition, neither the chief executive officer nor his relative is eligible to serve as chairman of the board of directors (and vice versa), unless such nomination was approved by a majority of the company’s shareholders for a term not exceeding three years, and either: (i) such majority included the majority of the voting shareholders (shares held by abstaining shareholders are not considered) which are not controlling shareholders and have not personal interest regarding the decision; or (ii) the aggregate number of shares voting against the proposal did not exceed 2% of company voting shareholders. The term can be extended for additional three year terms, in the same manner.
 
External Directors
 
Under the Companies Law, Israeli companies whose shares have been offered to the public in or outside of Israel are required to appoint at least two individuals to serve as external directors.
 
Pursuant to regulations promulgated under the Companies Law, companies with shares traded on a U.S. stock exchange, including the Nasdaq Global Select Market, may, subject to certain conditions, “opt out” from the Companies Law requirements to appoint external directors and related Companies Law rules concerning the composition of the audit committee and compensation committee of the board of directors. In accordance with these regulations, in August 2019, we elected to “opt out” from the Companies Law requirements to appoint external directors and related Companies Law rules concerning the composition of the audit committee and compensation committee of the board of directors (the “Opt-Out”).
 
Under these regulations, the exemptions from such Companies Law requirements will continue to be available to us so long as: (i) we do not have a “controlling shareholder” (as such term is defined under the Companies Law), (ii) our shares are traded on a U.S. stock exchange, including the Nasdaq Global Select Market, and (iii) we comply with the director independence requirements, the audit committee and the compensation committee composition requirements, under U.S. laws (including applicable Nasdaq Rules) applicable to U.S. domestic issuers.
 
Committees of the Board of Directors
 
Our board of directors has established an audit committee, a compensation committee, an investment committee and a nominating and governance committee.
 
Audit Committee
 
Our audit committee is comprised of Ms. Sarit FironMichal Drayman (chairperson), Mr. Michael VorhausMs. Joy Marcus and Mr. Rami Schwartz, and operates pursuant to a written charter.
 
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Nasdaq Requirements
 
Under the listing requirements of the Nasdaq Stock Market, a foreign private issuer is required to maintain an audit committee that has certain responsibilities and authority. The Nasdaq Listing Rules require that all members of the audit committee must satisfy certain independence requirements, subject to certain limited exceptions. We have adopted an audit committee charter as required by the Nasdaq Listing Rules. Our audit committee assists the board of directors in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices and financial statements. Our audit committee is also responsible for the establishment of policies and procedures for review and pre-approval by the committee of all audit services and permissible non-audit services to be performed by our independent auditor, in order to ensure that such services do not impair our auditor’s independence. For more information see Item 16.C “Principal Accountant Fees and Services.” Under the Nasdaq Listing Rules, the approval of the audit committee is also required to effect related-party transactions that would be required to be disclosed in our annual report.
 
Companies Law Requirements
 
Under the Companies Law, the board of directors of a public company must establish an audit committee. The audit committee must consist of at least three directors who meet certain independence criteria. The responsibilities of the audit committee under the Companies Law include to identify and address problems in the management of the company, review and approve interested party transactions, establish whistleblower procedures and procedures for considering controlling party transactions and oversee the company’s internal audit system and the performance of the internal auditor.
 
Compensation Committee
 
Pursuant to the Companies Law, the compensation committee of a public company must be comprised of at least three directors, include all of the external directors (and also the chairman is required to be an external director), and any other members must satisfy certain independence standards under the Companies Law. Following the Opt-Out, our compensation committee is comprised of Ms. Joy Marcus (chairperson), Mr. Dror ErezMichael Vorhaus and Mr. Rami Schwartz,Amir Guy, all of whom satisfy the respective “independence” requirements of the Companies Law, SEC and Nasdaq Listing Rules for compensation committee members. Our compensation committee meets at least once each quarter, with additional special meetings scheduled when required.
 
Our compensation committee is authorized to, among other things, review, approve and recommend to our board of directors base salaries, incentive bonuses, including the specific goals and amounts, stock option grants, employment agreements, and any other benefits, compensation or arrangements of our executive officers and directors. In addition, our compensation committee is required to propose for shareholder approval by a special majority, a compensation policy governing the compensation of office holders based on specified criteria, to review, from time to time, modifications to the said compensation policy and examine its implementation, and to approve the actual compensation terms of office holders prior to approval thereof by the board of directors. Our shareholders adopted a new Compensation Policy for Directors and Officers on February 6, 2020.June 30, 2022. Our compensation committee also oversees the administration of our Incentive Plan.
 
Investment Committee
 
Our investment committee is comprised of Mr. Eyal Kaplan (chairperson), Ms. Sarit FironMichal Drayman and Mr. Rami Schwartz.Amir Guy. The Investment Committee is responsible for formulating the overall investment policies of the Company, and establishing investment guidelines in furtherance of those policies. The Committee monitors the management of the portfolio for compliance with the investment policies and guidelines and for meeting performance objectives over time as well as assist the board of directors in fulfilling its oversight responsibility for the investment of assets of the company.
 
Nominating and Governance Committee
 
Our nominating and governance committee is comprised of Mr. Michael Vorhaus (chairperson), Mr. Eyal Kaplan, and Ms. Joy Marcus, and operates pursuant to a written charter. It is responsible for making recommendations to the board of directors regarding candidates for directorships and the size and composition of the board. In addition, the committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the board concerning corporate governance matters. Under the Companies Law, nominations for director are generally made by our board of directors but may be made by one or more of our shareholders pursuant to applicable law and our articles of association.
 
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Internal Auditor
 
Under the Companies Law, the board of directors of a public company must appoint an internal auditor nominated based on the audit committee’s recommendation. The role of the internal auditor is to examine whether a company’s actions comply with the law and proper business procedure. The internal auditor may be an employee of the company employed specifically to perform internal audit functions but may not be an interested party or office holder, or a relative of any interested party or office holder, and may not be a member of the company’s independent accounting firm or its representative. The Companies Law defines an interested party as a substantial shareholder of 5% or more of the shares or voting rights of a company, any person or entity that has the right to nominate or appoint at least one director or the general manager of the company or any person who serves as a director or as the general manager of a company. The internal auditor’s term of office shall not be terminated without his or her consent, nor shall he or she be suspended from such position unless the board of directors has so resolved after hearing the opinion of the audit committee and after giving the internal auditor a reasonable opportunity to present his or her position to the board and to the audit committee. Our internal auditor is Ms. Linur Dloomy, CPA, of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu.
 
D.          
D.EMPLOYEES
 
The breakdown of our employees, by department, as of the end of each of the past three fiscal years is as follows:

 December 31,  December 31, 
 2019  2020  2021  2021  2022  2023 
Cost of sales  79   73   83   83   91   129 
Research and development  117   135   115   115   121   158 
Selling and marketing  136   146   154   154   150   170 
General and administration  67   63   68   68   78   104 
Total  399   417   420   420   440   561 
 
As of December 31, 2021, 191 of our2023, we had 561 employees globally, from whom 235 were located in Israel, 168 of our employees173 were located in the United States, 99 were located in Canada, 34 were located in Europe and 6120 of our employees were located across APAC. As of December 31, 2023, we also engaged the services of 112 contractors in Europe.different locations through a third-party service organization.
 
We provide our employees around the world with fringe benefits in accordance with applicable law and we are subject to various labor laws and labor practices around the world. In Israel we are subject to certain labor statutes and national labor court precedent rulings, as well as to some provisions of the collective bargaining agreements. These provisions of collective bargaining agreements apply to our Israeli employees by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Ministry of Economy and Industry, and which apply such provisions under the extension orders to certain or all Israeli employees including our employees even though they are not directly part of a union that has signed a collective bargaining agreement. The laws and labor court rulings that apply to our employees principally concern, among others, minimum wage laws, procedures for dismissing employees, determination of severance pay, leaves of absence (such as annual vacation or maternity leave), sick pay and other conditions for employment. The extension orders which apply to our employees principally concern, among others, the requirement for the length of the workday and the work-week, annual recuperation pay and commuting expenses, and payments to pension funds. As mentioned above, we are required to insure all of our employees by a comprehensive pension plan or a managers’ insurance according to the terms and the rates detailed in the extension order. In addition, Israeli laws determine minimum wages for workers, minimum paid leave or vacation, sick leave, working hours and days of rest, insurance for work-related accidents, determination of severance pay, the duty to give notice of dismissal or resignation and other benefits and terms of employment. We have never experienced a work stoppage, and we believe our relations with our employees are good.
 
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Israeli law generally requires the payment of severance by employers upon the retirement or death of an employee or upon termination of employment by the employer or, in certain circumstances, by the employee. Substantially all of our agreements with employees in Israel contain an arrangement made in accordance with Section 14 of the Severance Pay Law, 1963 (“Section 14”), where our contributions for severance pay are paid in lieu of any severance liability. Upon termination of employment, for any reason, and subject to contribution of the employee’s entire monthly salary as of the commencement date of his/her employment, and release of the policy to the employee, no additional severance payments are required to be made by us to the employee. Additionally, the related obligation and amounts deposited pursuant to such obligation are not stated on the balance sheet, as we are legally released from any obligation to employees once the deposit amounts have been paid.
 
Furthermore, Israeli employees and employers are required to pay predetermined sums to the National Insurance Institute, which covers, amongst other benefits, payments for state retirement benefits and survivor benefits (similar to the United States Social Security Administration), as well as state unemployment benefits. These amounts also include payments for national health insurance. The payments to the National Insurance Institute can equal up to approximately 19.6% of wages subject to a cap if an employee’s monthly wages exceed a specified amount, of which the employee contributes up to approximately 12% and the employer contributes approximately 7.6%.
67Our U.S. subsidiaries sponsor a retirement plan for eligible employees. Their 401(k) Plan allows eligible employees to defer compensation up to the maximum amount allowed under the current Internal Revenue Code. Our U.S. subsidiaries may make discretionary employer matching contributions to the 401(k) Plan to match employees’ elective deferrals subject to certain nondiscrimination  requirements under the Internal Revenue Code. This matching contribution is made for all eligible employees who elected to make salary deferral contributions into the plan. In addition to 401(k) Plan, our U.S subsidiaries provide healthcare and life insurance coverage to all eligible employees.


Our Canadian subsidiary offers its employees a Registered Retirement Savings Plan with employer matching contributions. A Registered Retirement Savings Plan is a savings plan that is registered with the Canada Revenue Agency. The employer will match employee contributions up to a specific percentage of earnings and up to a maximum dollar amount per calendar year.  Our Canadian subsidiary also offers eligible employees a group insurance program for life, disability, health and dental benefits. All benefits are employer paid except the long-term disability benefit.
E.          
E.SHARE OWNERSHIP
 
Security Ownership of Directors and Executive Officers
 
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 5, 202227, 2024 by all of our directors and executive officers as a group and by each officer and director who beneficially owns 1% or more of our outstanding ordinary shares.
 
Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Ordinary shares that are subject to warrants, RSUs or stock options that are vested or will vest within 60 days of a specified date are deemed to be outstanding and beneficially owned by the person holding the stock options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage of any other person.
 
Except as indicated in the footnotes to this table, each officer and director in the table has sole voting and investment power for the shares shown as beneficially owned by them. Percentage ownership is based on 44,292,78048,422,123 ordinary shares outstanding as of March 5, 202227, 2024 (such amount excludes 115,339 Ordinary Sharesordinary shares held by the Company).

Name 
Number of Ordinary
Shares Beneficially Owned
  
Percentage of Ordinary
Shares Outstanding
  Number of Ordinary
Shares Beneficially Owned
  Percentage of Ordinary
Shares Outstanding
 
All directors and officers as a group (11 persons) (1)
  1,233,406   2.78%
All directors and officers as a group (10 persons) (1)
  368,279   0.76%
 
(1)
Includes 93,654 RSUs and options to purchase 632,539 ordinary shares that are vested or will vest within 60 days of March 5, 2022.
27, 2024.
 
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Employee Benefit Plans
 
TheOur Incentive Plan our current equity incentive plan, was initially adopted in 2003, providing certain tax benefits in connection with stock-based compensation under the tax laws of Israel and potentially the United States. TheOn November 8, 2022 our board of directors approved to extend the term of the Incentive Plan will expirefor an additional period of two years, expiring on December 9, 2022.2024. Please also see Note 1311 to our Financial Statements for information on the options and RSUs issued under the Incentive Plan.
 
Under the Incentive Plan, as amended from time to time, we may grant to our directors, officers, employees, consultants, advisers, service providers and controlling shareholders options to purchase our ordinary shares, restricted shares and RSUs. As of December 31, 2021,2023, a total of 4,478,3013,025,309 ordinary shares were subject to the Incentive Plan. As of March 5, 2022,27, 2024, 2,804,227 RSUs and options to purchase a total of 3,977,554our ordinary shares were outstanding under our Incentive Plan, of which RSUs and options to purchase a total of 1,427,188444,224 ordinary shares were held by our directors and officers (11(10 persons) as a group. The outstanding options are exercisable at purchase prices which range from $0.01 to $7.97of $6.56 per share. RSUs are exercisable at a price of NIS 0.03 per share. Any expired or cancelled options or RSUs are available for reissuance under the Incentive Plan.
 
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Our Israeli employees and directors may be granted awards under Section 102 (“Section 102”) of the Israeli Income Tax Ordinance [New Version], 1961 (the “Ordinance”), which provides them with beneficial tax treatment, and non-employees (such as service providers, consultants and advisers) and controlling shareholders may only be granted awards under section 3(i) of the Ordinance, which does not provide for similar tax benefits. In order to be eligible for tax benefits under Section 102, the securities must be issued through a trustee, and if held by the trustee for the minimum required period, the employees and directors are entitled to defer any taxable event with respect to the award until the earlier of (the “Exercise Date”) (i) the transfer of securities from the trustee to the employee or director or (ii) the sale of securities to a third party.third-party. Our board of directors has resolved to elect the “Capital Gains Route” (under Section 102) for the grant of awards to Israeli grantees under the Company's incentive plan. Based on such election, and subject to the fulfillment of the conditions of Section 102, under the Capital Gains Route, gains realized from the sale of shares issued pursuant to the Incentive Plan will generally be taxed at the capital gain tax rate of 25%, provided the trustee holds the securities for 24 months following the date of grant of the award. To the extent the conditions of Section 102 are not met, tax will be payable at the Exercise Date at the marginal income tax rate applicable to the employee or director (47%(up to 47% in 20202023 and additional National Security contributions). In addition, in certain circumstances, an excess tax of 3% will be imposed as well. We are not entitled to deduct for Israeli tax purposes the expenses recorded with respect to grant of awards on the “Capital Gains Route.” However, in case the employee has an ordinary income component under section 102(b)(3) of the Ordinance, that component is deductible by the company for tax purposes. The voting rights of any shares held by the trustee under Section 102 remain with the trustee.
 
The Incentive Plan contains a U.S. addendum that provides for the grant of awards to U.S. citizens and resident aliens of the United States for U.S. tax purposes. Pursuant to the approval of our board of directors and shareholders, stock options granted to U.S. citizens and resident aliens may be either incentive stock options under the Internal Revenue Code of 1986, as amended (the “Code”) or nonqualified options that do not qualify as incentive stock options. Subject to the fulfillment of the applicable conditions of the Code, an incentive stock option may provide tax benefits to the holder in that it converts ordinary income into income taxed at capital gain rates and defers the tax until the sale of the underlying share. In that event, we would not recognize a tax deduction with respect to such capital gain. The incentive stock options issued under our Incentive Plan are not qualified stock options under the Code.
 
Our board of directors has the authority to administer, and to grant awards, under the Incentive Plan. However, the compensation committee appointed by the board provides recommendations to the board with respect to the administration of the plan. Generally, RSUs and options granted under the Incentive Plan vest in two orover a period of three installments on each anniversary ofyears following the grant date of grant.
 
See Item 6.B. “Compensation” for a description of awards granted under the Incentive Plan to our directors and officers in 2020.2023.
 
F.DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION
None.
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ITEM 7.          MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
A.          
A.MAJOR SHAREHOLDERS
 
The following table sets forth information with respect to the beneficial ownership of our shares as of March 5, 2022,27, 2024, by each person or entity known by us to beneficially own 5% or more of our outstanding Ordinary Shares.
 
Beneficial ownership of shares is determined in accordance with the Exchange Act and the rules promulgated thereunder, and generally includes any shares over which a person exercises sole or shared voting or investment power. Ordinary Shares that are issuable pursuant to an outstanding right within 60 days of a specified date are deemed to be outstanding and beneficially owned by the person holding the right for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
 
For the purpose of calculating the percentage of shares beneficially owned by any shareholder, this table lists the applicable percentage ownership based on 44,292,780 Ordinary Shares48,422,123 ordinary shares issued and outstanding as of March 5, 202227, 2024 (such amount excludes 115,339 Ordinary Shares held by the Company).
 
Except as indicated in the footnotes to this table, to our knowledge, the shareholder in the table has voting and investment power for the shares shown as beneficially owned by such shareholder, except to the extent the power is shared by spouses under community property law. Our major shareholder does not have different voting rights than our other shareholders. The information in the table below with respect to the beneficial ownership of shareholders is based on the public filings of such shareholders with the SEC through March 27, 2024 and information provided to us by such shareholders.
Name of Beneficial Owner Shares Beneficially Owned 
  Number  Percentage 
       
Harel Insurance Investments & Financial Services Ltd. (1)
  4,267,312   8.81%
The Phoenix Holdings Ltd.(2)
  2,888,735   5.97%
Clal Insurance Enterprises Holdings Ltd.(3)
  2,597,939   5.37%

Name of Beneficial Owner Shares Beneficially Owned 
  Number  Percentage 
       
 The Phoenix Holdings Ltd. (1)
  2,443,477   5.52%
(1) Based solely upon, information written statement providedand qualified in its entirety with reference to, usAmendment No.2 to Schedule 13G/A filed with the SEC on January 30, 2024, by Harel Insurance Investments & Financial Services Ltd. (“Harel”). Of the 4,267,312 Ordinary Shares reported as beneficially owned by Harel ): (i) 4,074,296 Ordinary Shares are held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or insurance policies and/or exchange traded funds, which are managed by subsidiaries of Harel, each of which subsidiaries operates under independent management and makes independent voting and investment decisions, and (iii) 193,016 Ordinary Shares are beneficially held for its own account. The address of Harel is Harel House; 3 Aba Hillel Street; Ramat Gan 52118, Israel. Harel notified the Company via email that its holdings in the Company as of March 31, 2024 were 5,142,872 ordinary shares.
(2) Based solely upon, and qualified in its entirety with reference to, Amendment No.14 to Schedule 13G/A filed with the SEC on February 12, 2024, by the Phoenix Holdings Ltd., as of December 31, 2021. (“Phoenix”). The sharessecurities reported by Phoenix are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of the Phoenix Holdings Ltd. (the “Subsidiaries”). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. The address of the Phoenix Holdings Ltd. is Derech Hashalom 53, Givataim, 53454, Israel. The Phoenix notified the Company via email that its holdings in the Company as of March 31, 2024 were 2,821,495 ordinary shares.
(3) Based solely upon, and qualified in its entirety with reference to, Amendment No.1 to Schedule 13G/A filed with the SEC on February 14, 2024, by Clal Insurance Enterprises Holdings Ltd. (“Clal”). Of the 2,597,939 Ordinary Shares as beneficially owned by Clal (i) 4,804 Ordinary Shares are beneficially held for Clal’s own account; and (ii) 2,593,135 Ordinary Shares, are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions.
 
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To our knowledge, the significant changes in the percentage of ownership held by our major shareholders during the past three years preceding the date of this annual report on Form 20-F have been: (i) the increase in the percentage of ownership by Harel Insurance Investments & Financial Services Ltd. and its third-party client accounts and various direct or indirect, majority or wholly-owned subsidiaries, above 5% during the year 2022 and 2023; (ii) the increase in the percentage of ownership by the Phoenix Holdings Ltd. and its various direct or indirect, majority or wholly-owned subsidiaries, above 10% and the decrease in the percentage of ownership below 10% during the year 2022 and further decrease in their ownership percentage below 5% during 2023, according to a written notice provided to us by Phoenix Holdings Ltd. on February 21, 2023, which later increased above 5% during 2023; (iii) the increase in the percentage of ownership by Clal Insurance Enterprises Holdings Ltd. and its third-party client accounts and various direct or indirect, majority or wholly-owned subsidiaries, above 5% during the year 2023; and (iv) the decrease in the percentage of ownership held by Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation below 5% during the year 2021; (ii)(v) the decrease in the percentage of ownership held by Private Capital Management, LLC below the 5% during the year 2021 (iii) the decrease in the percentage of ownership held by Dror Erez below the 5% during the year 2019; (iv) the decrease in the percentage of ownership held by Ronen Shilo below the 5% during the year 2019; (v) the decrease in the percentage of ownership held by J.P. Morgan Investment Management Inc., Digital Growth Fund L.P. and Project Condor LLC below the 5% during the year 2019; (vi) the decrease in the percentage of ownership held by Benchmark Israel II, L.P. below the 5% during the year 2020; (viii) the increase in the percentage of ownership held by Private Capital Management, LLC above 5% in 2020; (ix) the increase in the percentage of ownership held by The Phoenix Holdings Ltd., and its various direct or indirect, majority or wholly-owned subsidiaries, above 5% during the year 2020; and (x) the decrease in the percentage of ownership held by EA2K Ltd. below the 5% during the year 2020.2021.
 
To our knowledge, as of March 5, 2022,27, 2024, we had 5 shareholders of record of which 5 (excluding the Depository Trust Company) all of which were registered with addresses in the United States. These U.S. holders were, as of such date, the holders of record of approximately 0.1%0.02% of our outstanding shares. The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held of record by brokers or other nominees.
 
B.          
B.RELATED PARTY TRANSACTIONS
 
It is our policy that transactions with office holders or transactions in which an office holder has a personal interest will be on terms that, on the whole, are no less favorable to us than could be obtained from independent parties.
 
See Exhibit 2.1 to this annual report on Form 20-F, which is incorporated by reference into this annual report on Form 20-F, for a discussion of the requirements of Israeli law regarding special approvals for transactions involving directors, officers or controlling shareholders.
 
The following is a description of some of the transactions with related parties to which we are party and which were in effect within the past three fiscal years. The descriptions provided below are summaries of the terms of such agreements and do not purport to be complete and are qualified in their entirety by the complete agreements.
 
Indemnification Agreements
 
Our articles of association permit us to exculpate, indemnify and insure our directors and officeholders to the fullest extent permitted by the Companies Law. We have obtained directors’ and officers’ insurance for each of our officers and directors and have entered into indemnification agreements with all of our current officers and directors.
 
We have entered into indemnification and exculpation agreements with each of our current office holders and directors exculpating them to the fullest extent permitted by the law and our articles of association and undertaking to indemnify them to the fullest extent permitted by the law and our articles of association, including with respect to liabilities resulting from this annual report, to the extent such liabilities are not covered by insurance. See also Item 10.B. “Related Party Transactions—Indemnification Agreements.”
 
Employment and Consulting Agreements
 
We have or have had employment, consulting or related agreements with each member of our senior management. For more information on employment and consulting agreements see Item 6.B. “Compensation.”
 
C.          
C.INTERESTS OF EXPERTS AND COUNSEL
 
Not applicable.
 
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ITEM 8.          FINANCIAL INFORMATION
 
A.          
A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
 
Our Financial Statements are included in this annual report pursuant to Item 18.
 
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Legal Proceedings
 
On December 22, 2015, Adtile Technologies Inc. (“Adtile”) filedFrom time to time, we or our subsidiaries may be a lawsuit against Perionparty to legal proceedings and its wholly-owned subsidiary, Intercept Interactive Inc. (“Intercept”)claims in the United States District Court forordinary course of business. While the Districtoutcome of Delaware. The lawsuit alleges various causesthese matters cannot be predicted with certainty, we do not believe they will have a material effect on our consolidated financial position, results of action against Perion and Intercept related to Intercept’s alleged unauthorized use and misappropriation of Adtile’s proprietary information and trade secrets. Adtile is seeking injunctive relief and unspecified monetary damages.operations, or cash flows. We are unable to predict the outcome or range of possible loss at this stage. On June 23, 2016, the court denied Adtile’s motion for a preliminary injunction. On June 24, 2016, the court (i) granted Perion’s motion to dismiss and (ii) granted Intercept’s motion to stay the action and compel arbitration. As of the date of this report, Adtile hadcurrently not commenced an arbitration proceeding and the court dismissed the case for administrative reasons. We believe that we have strong defenses against this lawsuit and we intend to defend against it vigorously if the case is ever resubmitted.involved in any material proceedings.
 
Policy on Dividend Distribution
 
It is currently our policy not to distribute dividends.
 
B.SIGNIFICANT
B.SIGNIFICANT CHANGES
 
Since the date of our audited Financial Statements incorporated by reference in this report, there have not been any significant changes other than as set forth in note 20 to our Financial Statements.”None.
 
ITEM 9.          THE OFFER AND LISTING
 
A.          
A.OFFER AND LISTING DETAILS
 
Our ordinary shares have been listed on the Nasdaq Stock Market since January 2006. Our ordinary shares commenced trading on the TASE on December 4, 2007. Our trading symbol on Nasdaq is “PERI” and on TASE is “PERION.”
 
B.          
B.PLAN OF DISTRIBUTION
 
Not applicable.
 
C.          
C.MARKETS
 
See “—Listing Details” above.
 
D.          
D.SELLING SHAREHOLDERS
 
Not applicable.
 
E.          
E.DILUTION
 
Not applicable.
 
F.          
F.EXPENSES OF THE ISSUE
 
Not applicable.
 
ITEM 10.        ADDITIONAL INFORMATION
 
A.          
A.SHARE CAPITAL
 
Not applicable
 
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B.          
B.MEMORANDUM AND ARTICLES OF ASSOCIATION
 
A copy of our amended and restated articles of association is attached as Exhibit 1.1 to this annual report on Form 20-F. The information called for by this Item is set forth in Exhibit 2.1 to this annual report on Form 20-F and is incorporated by reference into this annual report on Form 20-F.
 
C.          
C.MATERIAL CONTRACTS

We have not entered into any material contract within the twothree years prior to the date of this Annual Report, other than contracts entered into in the ordinary course of business, or as otherwise described herein in Item 4.A “History and Development of the Company,” Item 4.B “Business Overview,” Item 5.B “Operating and Financial Review and Prospects—Liquidity and Capital Resources,” Item 6.C “Board Practices” and Item 7.B “Related Party Transactions.
 
Bank Mizrahi Credit Facility
82


 
On May 10, 2017, ClientConnect, a former Israeli subsidiary of Perion, which merged into Perion on June 30, 2020, executed a credit facility with Mizrahi Tefahot Bank Ltd. (“Bank Mizrahi”), an Israeli bank, pursuant to which ClientConnect was permitted to borrow up to $17.5 million. This facility was repaid in full from the proceeds of the new Bank Mizrahi facility.
On December 17, 2018, ClientConnect executed a new loan facility with Bank Mizrahi in the amount of $25 million. Proceeds of the loan facility were applied to the refinancing of existing debt of ClientConnect with Bank Mizrahi as well as existing debt of Undertone with SunTrust Bank. See Note 9 of the Financial Statements for further information. As of March 8, 2021, this credit facility was repaid in full.
Bank Mizrahi 2020 Credit Line
On May 19, 2020, we entered into a short-term secured credit line in the amount of up to $20 million with Bank Mizrahi, which was scheduled to mature on May 18, 2021. On August 11, 2020, we withdrawn an amount of $12.5 million from this credit line. Such a withdrawal was a short-term revolving loan for a three-month period. As of December 21, 2020, this credit facility was repaid in full.
D.          
D.EXCHANGE CONTROLS
 
Non-residents of Israel who hold our ordinary shares are able to receive any dividends, and any amounts payable upon the dissolution, liquidation and winding up of our affairs, freely repatriable in non-Israeli currency at the rate of exchange prevailing at the time of conversion. However, Israeli income tax is required to have been paid or withheld on these amounts. In addition, the statutory framework for the potential imposition of exchange controls has not been eliminated, and may be restored at any time by administrative action.
 
E.          
E.TAXATION
 
The following is a general summary only and should not be considered as income tax advice or relied upon for tax planning purposes.
 
ISRAELI TAXATION
 
THE FOLLOWING DESCRIPTION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OR DISPOSITION OF OUR ORDINARY SHARES. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR CONCERNING THE TAX CONSEQUENCES OF YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION.
 
The following is a summary of the material Israeli tax laws applicable to us, and some Israeli Government programs benefiting us. This section also contains a discussion of some Israeli tax consequences to persons acquiring our ordinary shares. This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of this kind of investor include residents of Israel or traders in securities who are subject to special tax regimes not covered in this discussion. Since some parts of this discussion are based on new tax legislation that has not yet been subject to judicial or administrative interpretation, we cannot assure you that the appropriate tax authorities or the courts will accept the views expressed in this discussion.
 
The discussion below should not be construed as legal or professional tax advice and does not cover all possible tax considerations. Potential investors are urged to consult their own tax advisors as to the Israeli or other tax consequences of the purchase, ownership and disposition of our ordinary shares, including, in particular, the effect of any foreign, state or local taxes.
 
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General Corporate Tax Structure in Israel
 
Taxable income of Israeli companies is generally subject to corporate tax at the rate of 23% for 2018 and subsequent tax years. However, the effective tax rate payable by a company that derives income from a Preferred Enterprise or a Preferred Technological Enterprise (as further discussed below) may be considerably lower.
 
Under Israeli tax legislation, a corporation is considered as an “Israeli resident company” under the Ordinance if it meets one of the following: (i) it was incorporated in Israel; or (ii) the control and management of its business are exercised in Israel.
 
Foreign Currency Regulations
 
We are permitted to measure our Israeli taxable income in U.S. dollars pursuant to regulations published by the Israeli Minister of Finance, which provide the conditions for doing so. We believe that we meet and will continue to meet, the necessary conditions and as such, we measure our results for tax purposes based on the U.S. dollar/NIS exchange rate as of December 31st of each year.
 
Law for the Encouragement of Capital Investments, 1959
 
The Law for Encouragement of Capital Investments, 1959 (the “Investment Law”) provides tax benefits for income of Israeli companies meeting certain requirements and criteria. The Investment Law has undergone certain amendments and reforms in recent years.
 
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The Israeli parliament enacted a reform to the Investment Law, effective January 2011 (the “2011 Amendment”). The reform introduced new benefits for “Preferred Enterprise” instead of the benefits granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment. However, companies entitled to benefits under the Investment Law in effect up to January 1, 2011, which were referred to as an Approved Enterprise and Benefited Enterprise, were entitled to choose to continue to enjoy such benefits, provided that certain conditions arewere met, or elect instead, irrevocably, to forego such benefits and elect the benefits of the 2011 Amendment.Preferred Enterprise. The 2017 Amendment introducesintroduced new benefits for Technological Enterprises, alongside the existing Preferred Enterprise tax benefits. According to the 2011 Amendment, a flat rate tax applies to companies eligible for the “Preferred Enterprise”Preferred Enterprise status. In order to be eligible for Preferred Enterprise status, a company must meet minimum requirements to establish that it contributes to the country’s economic growth and is a competitive factor for the Gross Domestic Product (a competitive enterprise).
 
We elected “Preferred Enterprise”Preferred Enterprise status commencing in 2011. 2011 and one of our Israeli subsidiaries became a Preferred Enterprise in 2017.
We believe that the Company and certain of its Israeli subsidiaries, qualify as a “Preferred Technological Enterprise”Preferred Technology Enterprise in 20212023 and therefore, the portion of the income derived from “PreferredPreferred Technology Income”,Income, as defined in the Investment Law, which qualifies for the benefits, is subject to a lower tax rate of 12% according to Amendment 73 to the Law, as described below.
 
On December 31, 2019 the Israeli subsidiary – ClientConnect Ltd., was merged into the Company. In 2020 the Company elected to implement “Preferred Technological Enterprise” benefits.
Benefits granted to a Preferred Enterprise’s Preferred Income include reduced tax rates. In peripheral regions (Development Area A) the reduced tax rate was 7.5% starting from 2017 and thereafter.. In other regions the tax rate was 16% in 2015 and thereafter.. Preferred Enterprises in peripheral regions will be eligible for grants from the Israeli Authority for Investments and Development of the Industry and Economy (the “Investment Center”), as well as the applicable reduced tax rates.
 
A dividend distribution from a Preferred Enterprise out of the “Preferred Income” would be generally subject to 20% withholding tax for Israeli-resident individuals (in the case of non-Israeli shareholders - subject to the receipt in advance of a valid certificate from the Israel Tax Authority ("ITA") allowing for asuch reduced 20% withholding tax rate, 20% or such lower rate as may be provided under an applicable double tax treaty). Dividend distributions out of “Preferred Income” to an Israeli company, are not subject to withholding tax.tax (although, if such dividends are subsequently distributed to individuals or a non-Israeli company the aforesaid will apply).
 
73

In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016, which includes Amendment 73 to the Investment Law, for the Encouragement of Capital Investments, was published. Amendment 73 prescribes special tax routestracks for technological enterprises as described below, and is in addition to the other existing tax beneficial programs under the Investment Law. On June 30, 2021, certain grandfather rules in Amendment 73 pertaining the preferred enterprises have expired, most significantly the limitation of Preferred Income to exclude such which is generated by intangible assets not related to the manufacturing or such that would not have been recognized as Preferred TechnologicalTechnology Income.
 
Tax benefits under Amendment 73 that became effective on January 1, 2017.
 
Amendment 73 provides tax benefits for two types of “Technology Enterprises”, as described below, and is in addition to the other existing tax beneficial programs under the Investment Law.
 
Amendment 73 applies to “Preferred Technology Enterprise” that meet certain condition,conditions, including, all ofinter-alia, the following:
 

A company's average R&D expenses in the three years prior to the current tax year must be greater than or equal to 7% of its total revenue or exceed NIS 75 million (approximately $21 million) per year; and
A company's average R&D expenses in the three years prior to the current tax year must be greater than or equal to 7% of its total revenue or exceed NIS 75 million (approximately $21 million) per year; and

A company must also satisfy one of the following conditions: (1) at least 20% of the workforce (or at least 200 employees) are employees whose full salary has been paid and reported in the Company’s financial statements as R&D expenses; (2) a venture capital investment of an amount approximately equivalent to at least NIS 8 million (approximately $2.2 million) was previously made in the company, and the company did not change its line of business after such investment; (3) growth in sales by an average of 25% or more, over the three years preceding the tax year provided that the company's turnover in the tax year and in each of the previous three years was at least NIS 10 million (approximately $2.8 million); or (4) the number of the company’s employees increased by 25% (on average) or more in the course of three years, provided that the company employed at least 50 employees in the tax year and in each of the previous three years.
 
A company must also satisfy one of the following conditions: (1) at least 20% of the workforce (or at least 200 employees) are employed in R&D; (2) a venture capital investment of an amount approximately equivalent to at least NIS 8 million was previously made in the company; or (3) growth in sales or workforce by an average of 25% over the three years preceding the tax year.84


Companies that do not meet one of the above two conditions may request preliminary approval from the National Authority for Technological Innovation regarding being companies that own an innovation-promoting enterprise.


A company must qualify as a “Competitive Enterprise” as described under the Investment Law.


Total annual consolidated revenue is below NIS10 billion (approximately $2.9 billion).

A “Special Preferred TechnologicalTechnology Enterprise” is an enterprise that meets conditions one and two above, and in addition is a part of a group of companies that have total annual consolidated revenue in excess of NIS 10 billion (approximately $2.8 billion).
 
A “Preferred Technology Enterprise” satisfying the required conditions will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technology Income,”Income”, as defined in the Investment Law. The tax rate is further reduced to 7.5% for a Preferred Technology Enterprise located in development areaDevelopment Area A. These corporate tax rates shall apply only with respect to the portion of intellectual property developed in Israel unless certain exceptions apply. In addition, a Preferred Technology Enterprise will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted Intangible Assets” (as defined in the Investment Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS 200 million (approximately $56 million), and the sale receives prior approval from the National Authority for Technological Innovation (previously known as the Israeli Office of the Chief Scientist), to which we refer as IIA.
 
A “Special Preferred Technology Enterprise” satisfying the required conditions, will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technology Income” regardless of the company’s geographic location within Israel. In addition, a Special Preferred Technology Enterprise will enjoy a reduced corporate tax rate of 6% on capital gain derived from the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were either developed by the Special Preferred Technology Enterprise or acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from IIA. A Special Preferred TechnologyTechnological Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million (approximately $140 million) will be eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.
 
Dividends distributed to Israeli shareholders by a Preferred TechnologyTechnological Enterprise or a Special Preferred Technology Enterprise, paid out of Preferred Technology Income, are generally subject to withholding tax at source at the rate of 20% (in the case of non-Israeli shareholders - subject to the receipt in advance of a valid certificate from the ITA allowing for asuch 20% reduced withholding tax rate 20% or such lower rate as may be provided in an applicable tax treaty). However, if such dividends are paid to an Israeli company, no tax is required to be withheld.withheld (although, if such dividends are subsequently distributed to individuals or a non-Israeli company the aforesaid will apply). If more thansuch dividends are distributed to a parent foreign company that holds solely or together with other foreign companies at least 90% of the Preferred Technology Enterprise or Special Preferred Technology Enterprise are held by foreignshares of the distributing company shareholders and other conditions are met, such dividends, distributed to a foreign company,the withholding rate will be subject to a 4% withholding tax rate (or a lower rate under a tax treaty, if applicable, subject to the receipt in advance of a valid certificate from the Israel Tax AuthorityITA allowing for a reduced tax rate).
 
74

We believe that we and our Israeli subsidiary Vidazoo are qualified as a “Preferred TechnologicalTechnology Enterprise” in 20202022 and 2021, that our Israeli subsidiary Vidazoo qualified as “Preferred Technological Enterprise” in 2021,2023, and that our former Israeli subsidiary, ClientConnect, qualified as a “Preferred Technological Enterprise” in 2017, 2018 and 2019 and was subject to a lower tax rate of 12% according to Amendment 73 to the Law, as described above.
 
Law for the Encouragement of Knowledge Intensive Industry (Temporary Provision), 2023
In July 2023, the Israeli Parliament enacted the Law for the Encouragement of Knowledge Intensive Industry (Temporary Provision), 2023 (“the Angel’s Law”) among other stipulations, the Angel’s Law provides certain benefits to companies qualifying for the Preferred Technological Enterprise status in the form of tax deductions when acquiring other companies, Israeli or foreign. In order to obtain the benefits, the acquiror and target companies must meet certain criteria, perform certain actions and obtain certain approvals from the government.
85

Law for the Encouragement of Industry (Taxes), 19695729-1969
 
We believe that we currently qualify as an “Industrial Company” within the meaning of the Law for the Encouragement of Industry (Taxes), 1969,5729-1969, or the Industry Encouragement Law. The Industry Encouragement Law defines an “Industrial Company” as a company resident of Israel which was incorporated in Israel, of which 90% or more of its income in any tax year, other than of income from defensecertain government loans, is derived from an “Industrial Enterprise” owned by it and located in Israel or in the “Area”, in accordance with the definition in section 3A of the Ordinance. An “Industrial Enterprise” is defined as an enterprise whose major activity in aany given tax year is industrial production.
 
The following corporate tax benefits, among others, are available to Industrial Companies:
 
Amortization of the cost of purchased know-how, patents, and right to use patent or know how whichthat were purchased in good faith and are used for the development or promotion of the Industrial Enterprise, over an eight-year period;
Accelerated depreciation rates on equipment and buildings;period beginning from the year in which such rights were first used;
 
Under specified conditions, an election to file consolidated tax returns with additional related Israeli Industrial Companies;Companies controlled by it; and
 
Deduction of expenses related to a public offering in equal amounts over three years.years beginning from the year of the offering.
 
Eligibility for the benefits under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority. We cannot assure that we qualify or will continue to qualify as an “Industrial Company” or that the benefits described above will be available in the future.
 
Transfer Pricing
In accordance with Section 85A of the Ordinance and the regulations promulgated under it, an international transaction (where at least one party is a non-Israeli or the income from such transaction, in whole or in part, is taxable income abroad as well as in Israel) of which the parties are related (including relations between a person and their relative, and also control of one party to the transaction over the other, control of one person over the parties to the transaction, whether direct or indirect, alone or together with another), and due to this relationship the price set for an asset, right, service or credit was determined or other conditions for the transaction were set such that a smaller profit was realized rather than what would have been realized, if the price or the conditions had been set between parties that are not related (the "Market Terms"), then such transaction shall be reported in accordance with the Market Terms. The assessment of whether a transaction falls under the aforementioned definition shall be implemented in accordance with one of the procedures mentioned in the regulations and is based, among others, on comparisons of characteristics which portray similar transactions in ordinary market conditions, such as profit, the area of activity, nature of the asset, the contractual conditions of the transaction and according to additional terms and conditions specified in the regulations.
Taxation of our Shareholders
 
Capital Gains Taxes Applicable to Non-Israeli Resident Shareholders. The Israeli Income Tax Ordinance [New Version], 5721-1961, or the Tax Ordinance, generally imposes a capital gains tax on the disposition of capital assets by non-Israeli tax residents if those assets (i) are located in Israel, (ii) are shares or a right to shares in an Israeli resident corporation, or (iii) represent, directly or indirectly, rights to assets located in Israel, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides otherwise. The Tax Ordinance distinguishes between real capital gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain equivalent to the increase of the relevant asset’s tax basis attributable to an increase in the Israeli consumer price index or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of disposition. Inflationary surplus is not currently subject to tax in Israel. The real capital gain is the excess of the total capital gain over the inflationary surplus.
 
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Generally, a non-Israeli resident (whether an individual or a corporation) who derives capital gains from the sale of shares in an Israeli resident company purchased upon or after the registration of the shares on the TASE or on a regulated market outside of Israel (such as Nasdaq) should be exempt from Israeli capital gains tax unless, among others, (i) the shares were held through a permanent establishment that the non-Israeli resident shareholder maintains in Israel, or (ii) the Israeli resident company is classified as a real estate investment trust or ceased to be a real estate investment trust (as defined in the Tax Ordinance). If not exempt, a non-Israeli resident shareholder would generally be subject to tax on capital gain at the ordinary corporate tax rate (23% in 2021)2023), if generated by a company, or at the rate of 25%, if generated by an individual, or 30%, if generated by an individual who is a “substantial shareholder” (as defined under the Tax Ordinance), at the time of sale or at any time during the preceding 12-month period (or if the shareholder claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such shares). A “substantial shareholder” is generally a person who alone or together with such person’s relative or another person who collaborates with such person on a permanent basis, holds, directly or indirectly, at least 10% of any of the “means of control” of the corporation. “Means of control” generally include, among others, the right to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source of such right. Individual and corporate shareholders dealing in securities in Israel are taxed at the tax rates applicable to business income (a corporate tax rate for a corporation (23% in 2021)2023) and a marginal tax rate of up to 47% for an individual in 20212023 (excluding excess tax as discussed below)) unless contrary provisions in a relevant tax treaty apply. Non-Israeli entities (including corporations) will not be entitled to the foregoing exemption if Israeli residents, whether directly or indirectly: (i) have a controlling interest of more than 25% in such non-Israeli entity or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenue or profits of such non-Israeli entity. Such exemption is not applicable, inter alia, to a person whose gains from selling or otherwise disposing of the shares are deemed to be business income.
 
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Additionally, a sale of shares by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty between Israel and the shareholder’s country of residence. For example, under the Convention Between the Government of the United States and the Government of the State of Israel with respect to Taxes of Income, as amended, or the United States-Israel Tax Treaty, the disposition of shares by a shareholder who (i) is a U.S. resident (for purposes of the United States-Israel Tax Treaty), (ii) holds the shares as a capital asset, and (iii) is entitled to claim the benefits afforded to such person by the United States-Israel Tax Treaty, is generally exempt from Israeli capital gains tax. Such exemption will not apply, inter alia, if (a) the capital gain arising from such sale, exchange or disposition is attributed to a permanent establishment that the shareholder maintains in Israel, (b) the shareholder holds, directly or indirectly, shares representing 10% or more of the voting capital of the company at any time in the 12-month period preceding such sale, exchange or disposition, subject to certain conditions, (c) such U.S. resident is an individual and was present in Israel for a period or periods aggregating to 183 days or more during the relevant taxable year, (d) the capital gains arising from such sale, exchange or disposition is attributed to real estate located in Israel, or (e) the capital gain arising from such sale, exchange or disposition is attributed to royalties. In each case, the sale, exchange or disposition of our ordinary shares would be subject to Israeli tax, to the extent applicable.
 
Regardless of whether non-Israeli shareholders may be liable for Israeli capital gains tax on the sale of our ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident company, in the form of a merger or otherwise, the Israel Tax AuthorityITA may require from shareholders who are not liable for Israeli tax to sign declarations in forms specified by this authority or obtain a specific exemption from the Israel Tax AuthorityITA to confirm their status as non-Israeli tax residents, and, in the absence of such declarations or exemptions, may require the purchaser of the shares to withhold taxes at source.
 
In addition, with respect to mergers involving an exchange of shares, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of a number of conditions, including, in some cases, a holding period of two years from the date of the transaction during which sales and dispositions of shares of the participating companies are subject to certain restrictions. Moreover, with respect to certain share swap transactions in which the sellers receive shares in the acquiring entity that are publicly traded on a stock exchange, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of such shares has occurred. In order to benefit from the tax deferral, a pre-ruling from the Israel Tax AuthorityITA might be required.
 
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Taxation of Non-Israeli Resident Shareholders on Receipt of Dividends. Non-Israeli residents (whether individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate of 25%, unless relief is provided under the provisions of an applicable tax treaty between Israel and the shareholder’s country of residence (provided that a certificate from the Israel Tax AuthorityITA allowing for a reduced withholding tax rate or a tax exemption is obtained in advance). With respect to a person who is a “substantial shareholder” (described above) at the time of receiving the dividend or on any time during the preceding 12 months, the applicable tax rate is 30%. Dividends paid on publicly traded shares, like our ordinary shares, to non-Israeli residents, are generally subject to Israeli withholding tax at a rate of 25%, so long as the shares are registered with a nominee company (whether or not the recipient is a substantial shareholder), unless a lower rate is provided under an applicable tax treaty (provided that a certificate from the Israel Tax AuthorityITA allowing for a reduced withholding tax rate is obtained in advance). However, a distribution of dividends to non-Israeli residents is generally subject to withholding tax at source at a rate of 15% if the dividend is distributed from income attributed to an “Approved Enterprise” or a “Benefited Enterprise” and 20% if the dividend is distributed from income attributed to a “Preferred Enterprise” (as such terms are defined in the Law for the Encouragement of Capital Investments, 5719-1959, or the EncouragementInvestment Law), subject to the receipt in advance of a valid certificate from the ITA allowing for asuch reduced tax rate, or such lower rate as may be provided under an applicable tax treaty. If such dividends are distributed by a “Preferred TechnologicalTechnology Enterprise” or a “Special Preferred TechnologicalTechnology Enterprise”, paid out of “Preferred TechnologicalTechnology Income” (as such terms are defined under the EncouragementInvestment Law), to a parent non-Israeli company that holds, alone or together with other foreign companies, 90% or more in the Israeli company and other conditions are met, the withholding tax rate will be 4% (or a lower rate under a tax treaty, if applicable, subject to the receipt in advance of a valid certificate from the Israel Tax AuthorityITA allowing for a reduced tax rate).
 
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For example, under the United States-Israel Tax Treaty and subject to the eligibility to the benefits under such treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S. resident (for purposes of the United States-Israel Tax Treaty) is 25%. However, for dividends not generated by an Approved Enterprise, Benefited Enterprise ora Preferred Enterprises and paid to a U.S. corporation holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend is distributed as well as during the previous tax year, the maximum rate of withholding tax is generally 12.5%, provided that not more than 25% of the gross income of the Israeli resident paying corporation for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends distributed from income attributed to an Approved Enterprise, Benefited Enterprise ora Preferred Enterprise are not entitled to such reduction under such tax treaty but are subject to withholding tax at the rate of 15% or 20% for such a United States corporate shareholder (subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate), provided that the conditions related to the holding of 10% of our voting capital and to our gross income for the previous year (as set forth in the previous sentence) are met. The aforementioned rates under the United States-Israel Tax Treaty would not apply if the dividend income is derived through a permanent establishment of the U.S. resident in Israel.
 
If the dividend is attributable partly to income derived from an Approved Enterprise, Benefited Enterprise ora Preferred Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. U.S. residents (for purposes of the United States-Israel Tax Treaty) who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for United States federal income tax purposes up to the amount of the taxes withheld, subject to detailed rules contained in U.S. tax law.
 
We cannot assure you that we will designate the profits that we may distribute in a way that will reduce shareholders’ tax liability.
 
A non-Israeli resident who receives dividends from which tax was withheld is generally exempt from the obligation to file tax returns in Israel in respect of such income, provided, inter alia, that (i) such income was not derived from a business conducted in Israel by the taxpayer, (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return is required to be filed and (iii) in the case of individuals, the taxpayer is not obliged to pay excess tax (as further explained below).
 
Excess Tax. Individuals who are subject to tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional tax at a rate of 3% on annual income exceeding NIS 647,640698,280 (approximately $195 thousand) for 20212023 (which amount is linked to the annual change in the Israeli consumer price index), including, but not limited to, dividends, interest and capital gain.
 
Estate and Gift Tax. Israeli tax law presently does not impose estate or gift taxes.
 
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U.S. FEDERAL INCOME TAX CONSIDERATIONS
 
The following is a description of material U.S. federal income tax consequences to the U.S. Holders described below of owning and disposing of our ordinary shares, but this discussion does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to own, or dispose of, our ordinary shares.
 
This discussion applies only to a U.S. Holder that holds the ordinary shares as capital assets for U.S. federal income tax purposes (generally, property held for investment). It does not describe all of the tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including the alternative minimum tax, the Medicare contribution tax on net investment income and tax consequences applicable to U.S. Holders subject to special rules, such as:
 
certain financial institutions;

dealers or traders in securities that use a mark-to-market method of tax accounting;
 
persons holding ordinary shares as part of a straddle, integrated or similar transaction;
 
persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
 
entities classified as partnerships for U.S. federal income tax purposes and their partners;
 
tax-exempt entities, “individual retirement accounts” or “Roth IRAs”;
 
real estate investment trusts or regulated investment companies;
persons who acquired our ordinary shares pursuant to the exercise of an employee stock option or otherwise as compensation;
 
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persons that own or are deemed to own 10% or more of our stock by voting power or value; or
 
persons holding ordinary shares in connection with a trade or business outside the United States.
IfStates .If a partnership (or other entity that is classified as a partnership for U.S. federal income tax purposes) owns ordinary shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships owning ordinary shares and their partners should consult their tax advisers as to their particular U.S. federal income tax consequences of owning and disposing of ordinary shares.
 
This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, and the income tax treaty between the United States and Israel, or the Treaty, all as of the date hereof, any of which is subject to change, possibly with retroactive effect.
 
As used herein, a “U.S. Holder” is a person that is eligible for the benefits of the Treaty and is, for U.S. federal income tax purposes, a beneficial owner of ordinary shares and:
 
a citizen or individual resident of the United States;
 
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or
 
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
 
Treasury regulations that apply to taxable years beginning on or after December 28, 2021 may in some circumstances prohibit a U.S. person from claiming a foreign tax credit with respect to certain non-U.S. taxes that are not creditable under applicable income tax treaties. Accordingly, U.S. investors that are not eligible for Treaty benefits should consult their tax advisers regarding the creditability or deductibility of any Israeli taxes imposed on them. This discussion does not apply to investors in this special situation.
This discussion does not address any U.S. federal taxes (such as estate or gift taxes) other than income taxes, nor does it address any state, local or non-U.S. tax considerations. U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our ordinary shares in their particular circumstances.
 
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Taxation of Distributions
 
This discussion is subject to the discussion under “—Passive Foreign Investment Company Rules” below.
 
We currently do not intend to make distributions on the ordinary shares. Any distributions (other than certain pro rata distributions of ordinary shares) will be treated as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. Dividends will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Subject to applicable limitations, dividends paid on our ordinary shares to certain non-corporate U.S. Holders may be taxable at a favorable rate, provided that we are not (and are not treated with respect to any U.S. Holder as) a passive foreign investment company, or PFIC, for our taxable year in which the dividend is paid or the preceding taxable year. Non-corporate U.S. Holders should consult their tax advisers regarding the availability of this favorable rate in their particular circumstances.
 
Dividends will generally be included in a U.S. Holder’s income on the date of receipt. If any dividend is paid in NIS, the amount of dividend income will be the U.S. dollar amount of the dividend calculated by reference to the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt. Such gain or loss will generally be treated as U.S.-source ordinary income or loss.
 
Dividend income will include any amounts withheld in respect of Israeli taxes and will be treated as foreign-source income. Subject to applicable limitations, some of which vary depending upon the U.S. Holder’s circumstances, Israeli taxes withheld from dividends on our ordinary shares (at a rate not exceeding the applicable Treay rate) generally will be creditable against the U.S. Holder’s U.S. federal income tax liability. The rules governing foreign tax credits are complexcomplex. For example, Treasury regulations provide that, in the absence of an election to apply the benefits of an applicable income tax treaty, in order for foreign income taxes to be creditable the relevant foreign income tax rules must be consistent with certain U.S. federal income tax principles, and we have not determined whether the Israeli income tax system meets these requirements. The U.S. Holders should consult their tax advisers regardingInternal Revenue Service (the “IRS”) has released notices that provide relief from certain of the creditabilityprovisions of foreign taxesthe Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in their particular circumstances.such notice or other guidance). In lieu of claiming a foreignnon-U.S. tax credit, U.S. Holders may elect to deduct foreignnon-U.S. taxes (including Israeli taxes) in computing their taxable income, subject to applicable limitations. An election to deduct creditable foreignnon-U.S. taxes instead of claiming foreign tax credits applies to all such foreignnon-U.S. taxes paid or accrued in the taxable year. U.S. Holders should consult their tax advisers regarding the creditability or deductibility of Israeli taxes in their particular circumstances.
 
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Sale or Other Taxable Disposition of Ordinary Shares
 
This discussion is subject to the discussion under “—Passive Foreign Investment Company Rules” below.
 
Gain or loss realized on the sale or other taxable disposition of our ordinary shares will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder has owned the ordinary shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the ordinary shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to limitations. Israeli taxes on capital gains will generally not be eligible for foreign tax credits. U.S. Holders should consult their tax advisers with respect to the creditability or deductibility of Israeli taxes, if any, on disposition gains in their particular circumstances.
 
Passive Foreign Investment Company Rules
 
In general, a non-U.S. corporation is a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the value of its assets (generally determined on an average quarterly basis) consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns (or is treated as owning for U.S. federal income tax purposes), directly or indirectly, at least 25% by value of the shares or equity interests of another corporation or partnership is treated as if it held its proportionate share of the assets of the other corporation or partnership and received directly its proportionate share of the income of the other corporation or partnership. Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is generally a passive asset for these purposes. Goodwill isand other intangible assets are generally characterized as a non-passive or passive assetassets based on the nature of the income produced in the activity to which the goodwill relates.and other intangible assets relate.
 
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We believe that we were not a PFIC for our 20212023 taxable year. However, there can be no assurance that we will not be a PFIC for the current or any future taxable year because our PFIC status is an annual determination that can be made only after the end of the relevant taxable year and will depend on the composition of our income and assets and the value of our assets from time to time (including the value of our goodwill and other intangible assets, which may be determined, in large part, by reference to the market price of our ordinary shares, which has been, and may continue to be, volatile). Because the value of our goodwill and other intangible assets may be determined by reference to our market capitalization from time to time, and because we hold and may continue to hold significant amounts of cash and cash equivalents, our risk of being or becoming a PFIC for any taxable year will increase if our market capitalization declines.
 
If we are a PFIC for any taxable year and any of our non-U.S. subsidiaries or other companies in which we own equity interests is also a PFIC (any such entity, a “Lower-tier PFIC”), a U.S. Holder will be deemed to own a proportionate amount (by value) of the shares of any Lower-tier PFIC and will be subject to U.S. federal income tax according to the rules described in the subsequent paragraph on (i) certain distributions by the Lower-tier PFIC and (ii) dispositions of shares of the Lower-tier PFIC, in each case as if the U.S. Holder held such shares directly, even though the U.S. Holder will not receive the proceeds of those distributions or dispositions.
 
In general, if we are a PFIC for any taxable year during which a U.S. Holder holds ordinary shares, gain recognized by such U.S. Holder on a sale or other disposition (including certain pledges) of its ordinary shares will be allocated ratably over the U.S. Holder’s holding period. The amounts allocated to the taxable year of the sale or disposition and to any year before we became a PFIC will be taxed as ordinary income. The amount allocated to each other taxable year will be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge will be imposed on the resulting tax liability for each such year. Furthermore, to the extent that distributions received by a U.S. Holder in any taxable year on its ordinary shares exceed 125% of the average of the annual distributions on the ordinary shares received during the preceding three taxable years or the U.S. Holder’s holding period, whichever is shorter, such distributions will be subject to taxation in the same manner. If we are a PFIC for any taxable year during which a U.S. Holder owns ordinary shares, we will generally continue to be treated as a PFIC with respect to the U.S. Holder for all succeeding taxable years during which the U.S. Holder owns the ordinary shares, even if we cease to meet the threshold requirements for PFIC status. If we are a PFIC for any taxable year but cease to be a PFIC for subsequent taxable years, U.S. Holders should consult their tax advisers regarding the advisability of making a “deemed sale” election that will allow them to eliminate the continuing PFIC status under certain circumstances.
 
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Alternatively, if we are a PFIC for any taxable year and if our ordinary shares are “regularly traded” on a “qualified exchange,” a U.S. Holder can make a mark-to-market election that will result in tax treatment different from the general tax treatment for PFICs described above. The ordinary shares will be treated as “regularly traded” for any calendar year in which more than a de minimis quantity of the ordinary shares are traded on a qualified exchange on at least 15 days during each calendar quarter. Nasdaq, where the ordinary shares are listed, is a qualified exchange for this purpose. If a U.S. Holder of ordinary shares makes a timely mark-to-market election, the U.S. Holder generally will recognize as ordinary income any excess of the fair market value of the ordinary shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the ordinary shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark- to-market election). If a U.S. Holder makes the election, the U.S. Holder’s tax basis in the ordinary shares will be adjusted to reflect the income or loss amounts recognized. Any gain recognized on the sale or other disposition of ordinary shares in a year in which we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election, with any excess treated as a capital loss). If a U.S. Holder of ordinary shares makes a timely mark-to-market election, distributions paid on ordinary shares will be treated as discussed under “—Taxation of Distributions” above. U.S. Holders should consult their tax advisers regarding the availability and advisability of making a mark-to-market election in their particular circumstances. In particular, U.S. Holders should consider carefully the impact of a mark-to-market election with respect to their ordinary shares given that we may have Lower-tier PFICs and that there is no provision in the Code, Treasury regulations or other official guidance that would permit them to make a mark-to-market election with respect to any Lower-tier PFIC the shares of which are not “regularly traded” as described above.
 
We do not intend to provide information necessary for U.S. Holders to make “qualified electing fund” elections which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.
 
If we are a PFIC for any taxable year during which a U.S. Holder owns any ordinary shares, the U.S. Holder will generally be required to file annual reports with the Internal Revenue Service.IRS. U.S. Holders should consult their tax advisers regarding the determination of whether we are a PFIC for any taxable year and the potential application of the PFIC rules to their ownership of our ordinary shares.
 
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Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related intermediaries may be subject to information reporting and backup withholding, unless (i) the U.S. Holder is a corporation or other “exempt recipient” and (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.
IRS.
Certain U.S. Holders who are individuals (or certain specified entities) may be required to report information relating to their ownership of ordinary shares or non-U.S. accounts through which the ordinary shares are held. U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to our ordinary shares.
 
F.          
F.DIVIDENDS AND PAYING AGENTS
 
Not applicable.
 
G.          
G.STATEMENT BY EXPERTS
 
Not applicable.
 
H.          
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H.DOCUMENTS ON DISPLAY
 
We are subject to the informational requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements file reports with the SEC. Those other reports or other information may be inspected without charge at the locations described above. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. However, we will file with the SEC, within 120 days after the end of each subsequent fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and will submit to the SEC reports on Form 6-K containing unaudited quarterly financial information.
 
Our filings with the SEC are also available to the public through the SEC’s website at http://www.sec.gov. This site contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The information on that website is not part of this annual report on Form 20-F and is not incorporated by reference herein.
 
I.          
I.SUBSIDIARY INFORMATION
 
Not applicable.
 
J.ANNUAL REPORT TO SECURITY HOLDERS
Not applicable.
ITEM 11.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Exchange Rate Risk. A portion of our revenue and expenses are denominated in foreign currencies. As a result, numerous balances are denominated or linked to these currencies. Foreign currency related fluctuations resulted in $1.0$0.5 million net losses in 2019, $1.32021, $0.3 million net losses in 20202022 and $0.6 million net losses in 2021.2023. These losses are included in financial expenses, net, as presented in our statements of income.
 
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As of December 31, 2021,2023, balance sheet financial items in U.S. dollars, our functional currency, and those currencies other than the U.S. dollars were as follows:

 U.S. dollars  NIS  Other Currencies  Total  U.S. dollars  NIS  Canadian dollars  Other Currencies  Total 
 In thousands of U.S. dollars  In thousands of U.S. dollars 
Current assets  435,033   6,590   4,548   446,171   631,573   18,508   38,526   37,979   726,586 
Long-term assets  1,239   3,088   980   5,307   (907)  4,238   -   934   4,265 
Current liabilities  (174,474)  (14,823)  (558)  (189,855)  (250,353)  (17,451)  (36,066)  (33,862)  (337,732)
Long-term liabilities  (46,124)  (6,188)  (253)  (52,565)  (16,771)  (2,013)  (58)  (249)  (19,091)
Total  215,674   (11,333)  4,717   209,058   363,542   3,282   2,402   4,802   374,028 
 
In addition, in territories where our prices are based on local currencies, fluctuations in the dollar exchange rate could affect our gross profit margin. We may compensate for such fluctuations by changing product prices accordingly. We also hold a small part of our financial investments in other currencies, mainly NIS and Euro. The dollar value of those investments may decline. A revaluation of 1% of the foreign currencies (i.e. other than U.S. dollar) would not have a material effect on our income before taxes possibly reducing it by $0.4$0.5 million.
 
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A significant portion of our costs, including salaries and office expenses are incurred in NIS. Inflation in Israel may have the effect of increasing the U.S. dollar cost of our operations in Israel. If the U.S. dollar declines in value in relation to the New Israeli Shekel, it will become more expensive for us to fund our operations in Israel. A revaluation of 1% of the New Israeli Shekel will affect our income before tax by approximately 0.4%.$0.4 million. The exchange rate of the U.S. dollar to the New Israeli Shekel, based on exchange rates published by the Bank of Israel, was as follows:

 Year Ended December 31,  Year Ended December 31, 
 2019  2020  2021  2021  2022  2023 
Average rate for period  3.564   3.437   3.231   3.231   3.359   3.688 
Rate at year-end  3.456   3.215   3.110   3.110   3.519   3.627 
 
ITEM 12.        DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 
Not applicable.
 
PART II
 
ITEM 13.        DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 
None.
 
ITEM 14.        MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 
None.
 
ITEM 15.        CONTROLS AND PROCEDURES
 

(a)
Disclosure controls and proceduresOur chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures as of December 31, 2023, have concluded that, as of such date, our disclosure controls and procedures were effective and ensured that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
 
Our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures as of December 31, 2021, which did not include the internal controls of the business of Vidazoo, our recent acquisition in 2021, have concluded that, as of such date, our disclosure controls and procedures were effective and ensured that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our interim chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

(b)
Management annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting and has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control – Integrated Framework” (2013 framework). Our management has concluded, based on its assessment, that our internal control over financial reporting was effective as of December 31, 2023.
In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting asfor the first fiscal year in which the acquisition occurred. Our management’s evaluation of December 31, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control – Integrated Framework” (2013 framework). Our management has concluded, based on its assessment, that our internal control over financial reporting was effectiveexcluded the internal control activities of Hivestack, which we acquired in December 2023. Hivestack’s total assets, excluding goodwill and acquired intangible assets, constituted approximately 7.7% of our consolidated total assets as of December 31, 2021.2023.
 
82


(c)Attestation Report of the Registered Public Accounting Firm
 
Kost Forer Gabbay & Kasierer, an independent registered accounting firm and a member firm of Ernst & Young, has issued an attestation report on the effectiveness of our internal control over financial reporting, as stated in their report included herein. See “Report of Independent Registered Public Accounting Firm” on page F-6.F-2.
 
93


(d)Changes in internal control over financial reporting
 
During the period covered by this report, no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) have occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
ITEM 16.        RESERVED
 
ITEM 16AITEM 16A..     AUDIT COMMITTEE FINANCIAL EXPERT
 
Our board of directors has determined that Ms. Sarit Firon,Michal Drayman, who is an independent director (as defined in the Nasdaq Listing Rules) and serves as our chairperson of the audit committee, qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F.
 
ITEM 16B.     CODE OF ETHICS
 
Our board of directors has adopted a code of business conduct and ethics (which was amended in February 2017) applicable to all of our directors, officers and employees as required by the Nasdaq Listing Rules, which also complies with the definition of a “code of ethics” set out in Section 406(c) of the Sarbanes-Oxley Act of 2002. A copy of the code of ethics can be found on our website at: http://www.perion.com/governance-documents. We granted no waivers under our code of business conduct and ethics in 2021.2023.
 
ITEM 16C.     PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Fees for the professional services rendered by our independent accountants Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, for each of the last two fiscal years were as follows (in thousands)thousands of U.S. dollars):

 2020  2021  2022  2023 
Audit Fees $500  $568  $643  $747 
Tax Fees  236   181   109   57 
Audit Related fees  86   394   288   483 
        
Total $822  $1,143  $1,040  $1,287 
 
Audit fees include fees for professional services rendered by our principal accountant in connection with the annual audit, review of quarterly consolidated financial data, internationally required statutory audits, consents and assistance with review of documents filed with the SEC.
 
Tax fees include services related to tax compliance and claims for refunds, tax planning and advice, including assistance with tax audits and appeals, advice related to additional efforts required in connection with mergers and acquisitions and assistance with respect to requests for rulings from tax authorities.
 
Audit-related fees principally include assistance with audit services and consultations, mainly related to follow-on public offerings, mergers and acquisitions.
 
Our audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by pre-approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal control over financial reporting. Our audit committee also oversees the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself that the accountants are independent of management. Our audit committee has authorized all auditing and non-auditing services provided by our independent accountants during 20202022 and 20212023 and the fees paid for such services.
 
8394

ITEM 16D.     EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 
None.
 
ITEM 16E.     PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 
Not applicable.
 
ITEM 16F.      CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
 
Not applicable.
 
ITEM 16G.     CORPORATE GOVERNANCE
 
We are a foreign private issuer whose ordinary shares are listed on the Nasdaq Global Select Market. As such, we are required to comply with U.S. federal securities laws, including the Sarbanes-Oxley Act, and the Nasdaq Listing Rules, including the Nasdaq corporate governance requirements. The Nasdaq Listing Rules provide that foreign private issuers may follow home country practice in lieu of certain qualitative listing requirements subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities laws, so long as the foreign private issuer discloses that it does not follow such listing requirement and describes the home country practice followed in its reports filed with the SEC. Below is a concise summary of the significant ways in which our corporate governance practices differ from the corporate governance requirements of Nasdaq applicable to domestic U.S. listed companies:
 
Shareholder Approval. Although the Nasdaq Listing Rules generally require shareholder approval of equity compensation plans and material amendments thereto, we follow Israeli practice, which is to have such plans and amendments approved only by the board of directors, unless such arrangements are for the compensation of chief executive officer or directors, in which case they also require the approval of the compensation committee and the shareholders.
 
In addition, rather than follow the Nasdaq Listing Rules requiring shareholder approval for the issuance of securities in certain circumstances, we follow Israeli law, under which a private placement of securities requires approval by our board of directors and shareholders if it will cause a person to become a controlling shareholder (generally presumed at 25% ownership) or if:
 
the securities issued amount to 20% or more of our outstanding voting rights before the issuance;

some or all of the consideration is other than cash or listed securities or the transaction is not on market terms; and

the transaction will increase the relative holdings of a shareholder that holds 5% or more of our outstanding share capital or voting rights or will cause any person to become, as a result of the issuance, a holder of more than 5% of our outstanding share capital or voting rights.
 
Shareholder Quorum. The Nasdaq Listing Rules require that an issuer have a quorum requirement for shareholders meetings of at least one-third of the outstanding shares of the issuer’s common voting stock. We have chosen to follow home country practice with respect to the quorum requirements of an adjourned shareholders meeting. Our articles of association, as permitted under the Companies Law, provide that if at the adjourned meeting a legal quorum is not present after 30 minutes from the time specified for the commencement of the adjourned meeting, then the meeting shall take place regardless of the number of members present and in such event the required quorum shall consist of any number of shareholders present in person or by proxy.
 
Executive Sessions. While the Nasdaq Listing Rules require that “independent directors,” as defined in the Nasdaq Listing Rules, must have regularly scheduled meetings at which only “independent directors” are present. Israeli law does not require, nor do our independent directors necessarily conduct, regularly scheduled meetings at which only they are present.
 
8495

Approval of Related Party Transactions. Although the Nasdaq Listing Rules require the approval of the audit committee or another independent body of a Company’s board of directors for all “related party transactions” required to be disclosed pursuant to Item 7.B. of Form 20-F, we follow the provisions of the Israeli Companies Law. Specifically, that all related party transactions are approved in accordance with the requirements and procedures for approval of interested party acts and transactions, set forth in sections 268 to 275 of the Israeli Companies Law, and the regulations promulgated thereunder, which allow for the approval of certain related party transactions, which are immaterial, in the normal course of business and on market terms, by the board of directors. Other specified transactions can require audit committee approval and shareholder approval, as well as board approval. See also Exhibit 2.1 to this annual report on Form 20-F, which is incorporated by reference into this annual report on Form 20-F, for the definition and procedures for the approval of related party transactions.
 
ITEM 16H.     MINE SAFETY DISCLOSURE
 
Not applicable.

ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
Not applicable.
ITEM 16I.           DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION
16J.
  INSIDER TRADING POLICIES
 
Not applicable.
 
ITEM 16K.CYBERSECURITY RISK MANAGEMENT POLICIES AND PROCEDURES

Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program designed to protect the confidentiality, integrity, and availability of our critical systems, networks, and information. Our cybersecurity risk management program includes a cybersecurity incident response plan and cybersecurity controls.  Our cybersecurity risk management program is assessed annually by independent third-party auditors. Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes.
Our cybersecurity risk management program includes:
risk assessments designed to help identify, manage and address material cybersecurity risks to our critical systems, networks, information, products, services, and broader enterprise information technology environment;
a cybersecurity management team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our cybersecurity controls, and (3) our response to cybersecurity threats and incidents;
the use of third-party service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls;
a risk management process for third-party service providers and suppliers and vendors;
cybersecurity awareness training of our employees, incident response personnel, and senior management; and
a cybersecurity incident response plan that includes procedures for responding to cybersecurity threats and incidents.
With respect to our third-party risk management processes, we generally seek to impose certain cybersecurity requirements on critical third parties with whom we do business. Although we employ third-party due diligence, onboarding, and other procedures designed to assess the data protection, data privacy, and cybersecurity practices of third-party service providers, suppliers and vendors (including risk assessments and contractual protections), our ability to monitor or control such practices is limited and there can be no assurance that we can detect, prevent, mitigate, or remediate the risk of any weakness, compromise, or failure in the systems, networks, and information owned or controlled by such third parties. When we do become aware that a third-party service provider, supplier, or vendor has experienced any compromise or failure, we attempt to mitigate our risk, including by terminating such third party’s connections to our systems, networks and information where appropriate
96

Despite our efforts to improve prevent, detect, mitigate, and remediate cybersecurity incidents, complete protection in the field of cybersecurity cannot be guaranteed and we can make no assurances that we have not experienced an undetected cybersecurity incident, including an incident that may have been material. For more information, see the Risk Factor titled – “Our business and financial performance may be materially adversely affected by information technology issues, data breaches, cyber-attacks and other similar incidents, as well as insufficient cybersecurity and other business disruptions.”
Cybersecurity Governance
Our board of directors considers cybersecurity risk as part of its overall enterprise risk management function and oversees management’s implementation of our cybersecurity risk management program. As part of such oversight, our board of directors receives reports from management and our internal auditor on our cybersecurity risks. In addition, management updates our board of directors, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. In addition, at least once a year, our board of directors receives a report from management on the topic.
Our cybersecurity risk management team is led by our CIO and CISO. The team is responsible for detecting, assessing and managing our material risks from cybersecurity threats and incidents. Our CIO runs and oversees the cybersecurity risk management program, reporting to our CFO. Our CISO has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained third-party cybersecurity consultants. Our CISO has extensive experience working in management roles related to cybersecurity and risk in various high-technology global companies, as well as industry certifications such as the International Information System Security Certification Consortium’s Certified Information Systems Security Professional certification (also known as ISC² CISSP).
Our CISO and CIO periodically report directly to our board of directors on our cybersecurity risk management program and efforts to prevent, detect, mitigate, and remediate cybersecurity-related risks and incidents. In addition, we have an escalation process in place designed to inform senior management and, based on management’s assessment of risk, our board of directors of material cybersecurity-related risks and incidents.
Our cybersecurity management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal cybersecurity personnel; periodic war games to prepare for  data breaches, cyber-attacks, and other similar incidents; cybersecurity awareness trainings; periodic fraud risk assessments; containment and incident response tools; threat intelligence and other information obtained from governmental, public or private sources, including third-party consultants engaged by us; and alerts and reports produced by cybersecurity tools deployed in the information technology environment.  Our cybersecurity management team actively engages with industry groups for benchmarking and awareness of best practices.

PART III
 
ITEM 17.FINANCIAL STATEMENTS
 
Not applicable.
 
ITEM 18.FINANCIAL STATEMENTS
 
The following financial statements and related auditors’ report are filed as part of this annual report on Form 20-F:
 
8597




 
F - 1

image01.jpg

Kost Forer Gabbay & Kasierer

144 Menachem Begin Road, Building A,

Tel-Aviv 6492102, Israel

Tel: +972-3-6232525

Fax: +972-3-5622555

ey.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of directors of Perion Network Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Perion Network Ltd. and subsidiaries ("the Company")its subsidiaries' (the Company) as of December 31, 20212023 and 2020,2022, the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2021,2023, and the related notes (collectively referred to as the consolidated"consolidated financial statements)statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20212023 and 2020,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021,2023, in conformity with U.S. generally accepted accounting principles.principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 16, 2022,April 8, 2024, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

F - 2


 

image01.jpg

Kost Forer Gabbay & Kasierer

144 Menachem Begin Road, Building A,

Tel-Aviv 6492102, Israel

Tel: +972-3-6232525

Fax: +972-3-5622555

ey.com

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-periodcurrent period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinionopinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition Gross versus Net presentation

Description of the Matter

As described in Note 2 to the consolidated financial statements, the Company’s revenuesrevenue are comprised primarily of Search Advertising RevenuesRevenue and Display Advertising Revenues.Revenue. To determine whether Search Advertising and Display Advertising revenuesrevenue should be presented on a gross or net basis, the Company considers whether it controls the promised good or service before transferring that good or service to the customer.

Auditing the Company's gross or net basis evaluation was complex and required a high degree of auditor judgment due to the significant judgment and subjectivity used by the Company in determining whether revenue should be presented on a gross or net basis. The significant judgment was primarily due to the evaluation, for each contract, of whether the Company controls the promised services before transferring that service to the customer and is the primary obligorresponsible in the arrangement.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s revenue recognitiongross or net basis evaluation process, including controls over the review of contracts and assessment of principal versus agent, and controls over the completeness and accuracy of data.

Our substantive audit procedures included, among others, reviewing, on a sample basis, the terms of contracts with publishers, evaluating management’s assessment on the principal versus agent analysis, discussing the terms of contracts with legal and finance personnel responsible for managing the contractual arrangements and evaluating the related disclosures in the consolidated financial statements.

F - 3


Kost Forer Gabbay & Kasierer

144 Menachem Begin Road, Building A,

Tel-Aviv 6492102, Israel

Tel: +972-3-6232525

Fax: +972-3-5622555

ey.com

Acquisition accounting for Vidazoo Ltd (Vidazoo)Hivestack Inc. (Hivestack) business combination

Description of the Matter

As described in Note 4.c5.d to the consolidated financial statements, on October 04, 2021,December 11, 2023, the Company acquired 100% of the shares of Vidazoo LtdHivestack Inc. ("the VidazooHivestack Acquisition") for a total consideration of $77.7$106.9 million of which $35 million was paid in cash upon the completion of the transaction and $36.6 million as earn-out tied to financial targets over a two-year period.transaction. The VidazooHivestack Acquisition was accounted for as a business combination in accordance with ASC 805 "Business Combinations". Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including total identified intangible assets of $39.2$49.4 million, which consist primarily of $31$35 million of technology intangible asset.

Auditing the Company's accounting for the Vidazoo acquisition was complex and involved subjective auditor judgment in applying procedures relating to the fair value measurement of the technology intangible asset. The Company used the discounted cash flow method under the income approach ("the valuation model") to measure the fair value of the technology intangible asset.

Auditing the Company's evaluation of the fair value of the technology intangible asset for the Hivestack acquisition was complex and involved subjective auditor judgment due to the assumptions required in evaluating the fair value of the technology intangible asset. The significant assumptions used to estimate the fair value of the technology intangible asset included the discount rate applied and certain assumptions that form the basis of the forecasted results, such as revenue growth rates and profitability margins. These significant assumptions are forward-looking and could be affected by future economic and market conditions.conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company's accountingevaluation of the fair value of the technology intangible asset for acquisitionsthe Hivestack acquisition process, such as controls over the measurement of the technology intangible asset, including the valuation model and underlying assumptions used to develop such estimates.

We performed substantive audit procedures that included, among others, evaluating the completeness and accuracy of the underlying data and the reasonableness of management’s significant assumptions and estimates. These procedures included comparing the significant assumptions to current industry, market and economic trends, historical results of the acquired business and to other relevant third-party industry outlooks. We involved our valuation specialists to assist us in evaluating the appropriateness of the Company’s valuation model as well as the significant assumptions used to estimate the fair value of the technology intangible asset such as the weighted average cost of capital calculation.discount rate applied. Our audit procedures included comparing the Company’s discount rate to a discount rate range that was independently developed using publicly available market data for comparable peers. We also evaluated the appropriateness of the related disclosures included in Note 4.c5.d to the consolidated financial statements in relation to the VidazooHivestack Acquisition.


/s/ KOST FORER GABBAY & KASIERER

A Member of Ernst & YoungEY Global

We have served as the Company‘s auditor since 2004.

Tel-Aviv, Israel

March 16, 2022April 8, 2024

F - 43


image01.jpg

Kost Forer Gabbay & Kasierer

144 Menachem Begin Road, Building A,

Tel-Aviv 6492102, Israel

Tel: +972-3-6232525

Fax: +972-3-5622555

ey.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Perion Network Ltd.

Opinion on Internal Control over Financial Reporting

We have audited Perion Network Ltd. and it'sits subsidiaries' ("the Company") internal control over financial reporting as of December 31, 2021,2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, the CompanyPerion Network Ltd. And its subsidiaries' (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021,2023, based on the COSO criteria.

As indicated in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the business of Vidazoo Ltd. ("Vidazoo") that was acquired during 2021 andHivestack which is included in the 20212023 consolidated financial statements of the Company and constitute 4%7.7% of total net assets (excluding goodwill and acquired intangibles assets) as of December 31, 2021 and 6% of revenues, for the year then ended.2023. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the business of Vidazoo.

Hivestack.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20212023 and 2020,2022, the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2021,2023, and the related notes, and our report dated March 16, 2022April 8, 2024, expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

F - 5


Kost Forer Gabbay & Kasierer

144 Menachem Begin Road, Building A,

Tel-Aviv 6492102, Israel

Tel: +972-3-6232525

Fax: +972-3-5622555

ey.com

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KOST FORER GABBAY & KASIERER

A Member of Ernst & YoungEY Global

Tel-Aviv, Israel

March 16, 2022

April 8, 2024

F - 6

4

PERION NETWORK LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


U.S. dollars in thousands (except share and per share data)
 
 
December 31,
  
December 31,
 
 
2021
 
2020
  
2023
 
2022
 
Assets
     
Current Assets:     
ASSETS
     
Current Assets
     
Cash and cash equivalents $104,446 $47,656  
$
187,609
 
$
176,226
 
Restricted cash  1,089  1,222  
1,339
 
1,295
 
Short-term bank deposits  217,200  12,700  
207,450
 
253,400
 
Accounts receivable (net of allowance of $891 and $694 at December 31, 2021 and 2020, respectively)  115,361  81,221 
Marketable securities
 
77,616
 
-
 
Accounts receivable (net of allowance of $2,091 and $2,134 at December 31, 2023 and 2022, respectively)
 
231,539
 
160,488
 
Prepaid expenses and other current assets  8,075  4,560   
21,033
  
12,049
 
Total Current Assets
  
446,171
  
147,359
  
726,586
 
603,458
 
            
Long-Term Assets
     
Property and equipment, net  4,211  6,770  
3,179
 
3,611
 
Operating lease right-of-use assets  11,578  20,266  
6,609
 
10,130
 
Intangible assets, net  56,700  24,376  
88,652
 
51,664
 
Goodwill  189,265  152,303  
247,975
 
195,527
 
Deferred taxes  5,228  7,111  
4,180
 
5,779
 
Other assets  79  496   
85
  
49
 
Total Long-Term Assets
  
350,680
  
266,760
 
Total Assets
 
$
713,232
 
$
358,681
  
$
1,077,266
 
$
870,218
 
            
Liabilities and Shareholders' Equity
       
Current Liabilities:       
LIABILITIES AND SHAREHOLDERS' EQUITY
     
Current Liabilities
     
Accounts payable $107,730 $72,498  
$
217,181
 
$
155,854
 
Accrued expenses and other liabilities  40,331  21,188  
42,636
 
37,869
 
Short-term operating lease liability  3,615  4,514  
4,198
 
3,900
 
Short-term loans and current maturities of long-term loans  0  8,333 
Deferred revenues  3,852  5,711 
Deferred revenue
 
2,297
 
2,377
 
Short-term payment obligation related to acquisitions  38,179  7,869   
73,716
  
34,608
 
Total Current Liabilities
  
193,707
  
120,113
  
340,028
 
234,608
 
            
Long-Term Liabilities:
       
Long-Term Liabilities
     
Payment obligation related to acquisition
 
-
 
33,113
 
Long-term operating lease liability  9,774  17,698  
3,448
 
7,580
 
Payment obligation related to acquisition  33,250  30,035 
Other long-term liabilities  9,541  6,713   
15,643
  
11,783
 
Total Long-Term Liabilities
  
19,091
  
52,476
 
Total Liabilities
  
246,272
  
174,559
   
359,119
  
287,084
 
Commitments and Contingencies
  0  0      
Shareholders' Equity:
       
Ordinary shares of ILS 0.03 par value - Authorized: 60,000,000 and 43,333,333 shares at December 31, 2021 and 2020, respectively; Issued: 43,812,062 and 27,467,313 shares at December 31, 2021 and 2020, respectively; Outstanding: 43,696,723 and 27,351,974 shares at December 31, 2021 and 2020, respectively  375  224 
     
Shareholders' equity
         
Ordinary shares of ILS 0.03 par value - Authorized: 80,000,000 and 60,000,000 shares at December 31, 2023 and 2022, respectively; Issued: 48,106,683 and 46,287,732 at December 31, 2023 and 2022, respectively; Outstanding: 47,991,344 and 46,172,393 shares at December 31, 2023 and 2022, respectively
 
413
 
398
 
Additional paid-in capital  496,154  251,933  
530,620
 
513,534
 
Treasury shares at cost (115,339 shares at December 31, 2021 and 2020)  (1,002)  (1,002)
Accumulated other comprehensive income  (128)  112 
Accumulated deficit  (28,439)  (67,145)
Treasury shares at cost (115,339 shares at December 31, 2023 and 2022)
 
(1,002
)
 
(1,002
)
Accumulated other comprehensive loss
 
(83
)
 
(582
)
Retained earnings
  
188,199
  
70,786
 
Total Shareholders' Equity
  
466,960
  
184,122
   
718,147
  
583,134
 
Total Liabilities and Shareholders' Equity
 
$
713,232
 
$
358,681
  
$
1,077,266
 
$
870,218
 
The accompanying notes are an integral part of the consolidated financial statements.
F - 75

PERION NETWORK LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

U.S. dollars in thousands (except share and per share data)
  
Year ended December 31,
 
  
2021
  
2020
  
2019
 
Revenues:
         
Display Advertising $265,323  $148,698  $87,863 
Search Advertising  213,175   179,365   173,587 
Total Revenues
  
478,498
   
328,063
   
261,450
 
             
Costs and Expenses:
            
Cost of revenues  25,197   22,477   25,520 
Traffic acquisition costs and media buy  288,018   197,626   135,891 
Research and development  35,348   30,880   22,585 
Selling and marketing  53,209   39,085   34,736 
General and administrative  20,933   15,819   14,999 
Depreciation and amortization  9,897   9,923   9,711 
Total Costs and Expenses
  
432,602
   
315,810
   
243,442
 
             
Income from Operations
  
45,896
   
12,253
   
18,008
 
Financial expenses, net  581   2,638   3,470 
             
Income before Taxes on Income
  
45,315
   
9,615
   
14,538
 
Taxes on income (benefit)  6,609   (610)  1,645 
             
Net Income
 
$
38,706
  
$
10,225
  
$
12,893
 
             
Net Earnings per Share - Basic:
 
$
1.13
  
$
0.38
  
$
0.50
 
             
Net Earnings per Share - Diluted:
 
$
1.02
  
$
0.36
  
$
0.49
 
             
Weighted average number of shares – Basic:
  
34,397,134
   
26,687,145
   
25,965,357
 
             
Weighted average number of shares – Diluted:
  
37,829,725
   
28,797,747
   
26,357,585
 
  Year ended December 31, 
  2023  2022  2021 
Revenue         
Display Advertising $398,244  $360,690  $265,323 
Search Advertising  344,911   279,566   213,175 
Total Revenue  743,155   640,256   478,498 
             
Costs and Expenses            
Cost of revenue  37,830   30,404   25,197 
Traffic acquisition costs and media buy  432,943   372,601   288,018 
Research and development  33,066   34,424   35,348 
Selling and marketing  57,991   56,014   53,209 
General and administrative  31,799   
127,629
   
123,179
 
Change in fair value of contingent consideration  18,694   
1(3,816
)  
1(2,246
)
Depreciation and amortization  14,092   13,838   9,897 
Total Costs and Expenses  626,415   
531,094
   
432,602
 
             
Income from Operations  116,740   
109,162
   
45,896
 
Financial income (expense), net  20,951   4,502   (581)
             
Income before Taxes on Income  137,691   113,664   
45,315
 
Taxes on income  20,278   14,439   6,609 
             
Net Income $117,413  
$
99,225
  
$
38,706
 
             
Net Earnings per Share - Basic: $2.49  $2.21  $1.13 
             
Net Earnings per Share - Diluted: $2.34  $2.06  $1.02 
             
Weighted average number of shares – Basic:  47,128,232   44,871,149   34,397,134 
             
Weighted average number of shares – Diluted:  50,073,985   48,071,638   37,829,725 
The accompanying notes are an integral part of the consolidated financial statements.
1 Reflects reclassification in the amounts of $3,816 and $2,246 in 2022 and 2021, respectively, that were incurred in connection with an acquisition from general and administrative to change in fair value of contingent consideration.
F - 86

PERION NETWORK LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


U.S. dollars in thousands
  
Year ended December 31,
 
  
2021
  
2020
  
2019
 
          
Net income
 
$
38,706
  
$
10,225
  
$
12,893
 
             
Other comprehensive income (loss):            
Change in foreign currency translation adjustment  (315)  49   (185)
Cash Flow Hedge:            
Unrealized gain (loss) from cash flow hedges  242   697   445 
Less: reclassification adjustment for net gain (loss) included in net income (loss)  (167)  (764)  (272)
Net change  75   (67)  173 
             
Other comprehensive loss  (240)  (18)  (12)
             
Comprehensive income
 
$
38,466
  
$
10,207
  
$
12,881
 
  
Year ended December 31,
 
  
2023
  
2022
  
2021
 
          
Net income
 
$
117,413
  
$
99,225
  
$
38,706
 
             
Other comprehensive income (loss), net of tax:
            
             
Change in foreign currency translation
  
154
   
(147
)
  
(315
)
Changes in unrealized gain (loss) on marketable securities
  
(101
)
  
-
   
-
 
Cash Flow Hedge:
            
     Changes in unrealized gain (loss)
  
(787
)
  
(1,255
)
  
242
 
     Gain (loss) reclassified into net income
  
1,233
   
948
   
(167
)
     Net change
  
446
   
(307
)
  
75
 
             
Total Other comprehensive income (loss), net of tax:
  
499
   
(454
)
  
(240
)
             
Comprehensive income
 
$
117,912
  
$
98,771
  
$
38,466
 
The accompanying notes are an integral part of the consolidated financial statements.
F - 97

PERION NETWORK LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


U.S. dollars in thousands (except share data)
  
Common shares
  
Additional paid-in
capital
  
Accumulated Other
Comprehensive
income (loss)
  
Retained earnings
(Accumulated
deficit)
  
Treasury shares
  
Total shareholders'
equity
 
  
Number of Shares
  
$
  
$
  
$
  
$
  
$
  
$
 
                            
Balance as of December 31, 2018
  
25,850,188
   
211
   
239,693
   
142
   
(90,263
)
  
(1,002
)
  
148,781
 
                             
Stock-based compensation  -   -   2,293   0   0   0   2,293 
Proceeds from exercise of stock-based compensation  392,271   2   1,225   0   0   0   1,227 
Other comprehensive loss  -   0   0   (12)  0   0   (12)
Net income  -   0   0   0   12,893   0   12,893 
                             
Balance as of December 31, 2019
  
26,242,459
   
213
   
243,211
   
130
   
(77,370
)
  
(1,002
)
  
165,182
 
                             
Stock-based compensation  -   0   4,447   0   0   0   4,447 
Proceeds from exercise of stock-based compensation  1,109,515   11   4,275   0   0   0   4,286 
Other comprehensive loss  -   0   0   (18)  0   0   (18)
Net income  -   0   0   0   10,225   0   10,225 
                             
Balance as of December 31, 2020
  
27,351,974
   
224
   
251,933
   
112
   
(67,145
)
  
(1,002
)
  
184,122
 
                             
Issuance of shares - Offering  14,110,592   133   230,356   0   0   0   230,489 
Stock-based compensation  -   0   6,985   0   0   0   6,985 
Proceeds from exercise of stock-based compensation  2,234,157   18   6,880   0   0   0   6,898 
Other comprehensive loss  -   0   0   (240)  0   0   (240)
Net income  -   0   0   0   38,706   0   38,706 
                             
Balance as of December 31, 2021
  
43,696,723
   
375
   
496,154
   
(128
)  
(28,439
)
  
(1,002
)
  
466,960
 
  Common shares  
Additional
paid-in
capital
  
Accumulated
Other
Comprehensive
income (loss)
  
Retained
earnings
(Accumulated
deficit)
  
Treasury
shares
  
Total
shareholders’
equity
 
  Number of Shares  $  $  $  $  $  $ 
                            
Balance as of December 31, 2020  27,351,974   224   251,933   112   (67,145)  (1,002)  184,122 
                             
Issuance of shares - Offering  14,110,592   133   230,356   -   -   -   230,489 
Stock-based compensation  -   -   6,985   -   -   -   6,985 
Exercise of stock-based compensation  2,234,157   18   6,880   -   -   -   6,898 
Other comprehensive loss  -   -   -   (240)  -   -   (240)
Net income  -   -   -   -   38,706   -   38,706 
                             
Balance as of December 31, 2021  43,696,723   375   496,154   (128)  (28,439)  (1,002)  466,960 
                             
Stock-based compensation  -   -   11,570   -   -   -   11,570 
Exercise of stock-based compensation  2,475,670   23   5,810   -   -   -   5,833 
Other comprehensive loss  -   -   -   (454)  -   -   (454)
Net income  -   -   -   -   99,225   -   99,225 
                             
Balance as of December 31, 2022  46,172,393   398   513,534   (582)  70,786   (1,002)  583,134 
                             
Stock-based compensation  -   -   14,668   -   -   -   14,668 
Exercise of stock-based compensation  1,818,951   15   2,418   -   -   -   2,433 
Other comprehensive income  -   -   -   499   -   -   499 
Net income  -   -   -   -   117,413   -   117,413 
                             
Balance as of December 31, 2023  47,991,344   413   530,620   (83)  188,199   (1,002)  718,147 
The accompanying notes are an integral part of the consolidated financial statements.
F - 108

PERION NETWORK LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS


U.S. dollars in thousands
  
Year ended December 31,
 
  
2021
  
2020
  
2019
 
Operating activities:
         
Net income $38,706  $10,225  $12,893 
             
Adjustments required to reconcile net income to net cash provided by operating activities:            
Depreciation and amortization  9,897   9,923   9,711 
Stock-based compensation expense  6,985   4,447   2,293 
Foreign currency translation  (223)  19   (86)
Accrued interest, net  (300)  (125)  (204)
Deferred taxes, net  (2,755)  (3,093)  (1,756)
Accrued severance pay, net  663   (23)  96 
Change in payment obligation related to acquisitions  350   4,646   1,025 
Fair value revaluation - convertible debt  0   0   600 
Loss from sale of property and equipment  121   10   0 
             
Net changes in operating assets and liabilities:            
Accounts receivable, net  (34,239)  (32,049)  6,416 
Prepaid expenses and other current assets  (2,781)  (1,185)  646 
Operating lease right-of-use assets  8,510   2,595   3,119 
Operating lease liabilities  (8,643)  (2,255)  (1,518)
Accounts payable  35,222   24,742   9,459 
Accrued expenses and other liabilities  21,446   2,776   1,653 
Deferred revenues  (1,853)  1,506   394 
Net cash provided by operating activities
 $
71,106
  
$
22,159
  $
44,741
 
             
Investing activities:
            
Purchases of property and equipment $(627) $(459) $(1,209)
Proceeds from sale of property and equipment  95   5   492 
Short-term deposits, net  (204,500)  10,534   (19,234)
Cash paid in connection with acquisitions, net of cash acquired  (38,438)  (19,000)  (1,200)
Net cash used in investing activities
 
$
(243,470
)
 
$
(8,920
)
 
$
(21,151
)
             
Financing activities:
            
  Issuance of shares in private placement, net  230,489   0   0 
Proceeds from exercise of stock-based compensation $6,898  $4,286  $1,227 
Payments made in connection with acquisition  0   0   (1,813)
Repayment of convertible debt  0   0   (15,850)
Repayment of long-term loans  (8,333)  (8,333)  (8,332)
Net cash provided by (used in) financing activities
 
$
229,054
  
$
(4,047
)
 
$
(24,768
)
             
Effect of exchange rate changes on cash and cash equivalents  (33)  81   (20)
             
Net increase (decrease) in cash and cash equivalents and restricted cash
 
$
56,657
  
$
9,273
  
$
(1,198
)
             
Cash and cash equivalents and restricted cash at beginning of year  48,878   39,605   40,803 
Cash and cash equivalents and restricted cash at end of year
 
$
105,535
  
$
48,878
  
$
39,605
 
  
Year ended December 31,
 
  
2023
  
2022
  
2021
 
Cash flows from operating activities
         
Net income
 
$
117,413
  
$
99,225
  
$
38,706
 
             
Adjustments required to reconcile net income to net cash provided by operating activities:
            
Depreciation and amortization
  
14,092
   
13,838
   
9,897
 
Stock-based compensation expense
  
15,590
   
11,570
   
6,985
 
Change in payment obligation related to acquisitions
  
19,251
   
(6,904
)
  
350
 
Foreign currency translation
  
(27
)
  
20
   
(223
)
Accrued interest, net
  
(5,547
)
  
(3,646
)
  
(300
)
Deferred taxes, net
  
(654
)
  
(1,428
)
  
(2,755
)
Accrued severance pay, net
  
(274
)
  
(106
)
  
663
 
Amortization of premium and accretion of discount on marketable securities
  
(1,147
)
  
-
   
-
 
Loss (gain) from sale of property and equipment
  
(27
)
  
(12
)
  
121
 
             
Net changes in operating assets and liabilities:
            
Accounts receivable, net
  
(5,329
)
  
(45,236
)
  
(34,239
)
Prepaid expenses and other current assets
  
(433
)
  
(434
)
  
(2,781
)
Operating lease right-of-use assets
  
3,653
   
1,104
   
8,510
 
Operating lease liabilities
  
(3,966
)
  
(1,909
)
  
(8,643
)
Accounts payable
  
6,878
   
48,191
   
35,222
 
Accrued expenses and other liabilities
  
(2,917
)
  
9,320
   
21,446
 
Deferred revenue
  
(1,093
)
  
(1,474
)
  
(1,853
)
Net cash provided by operating activities
 
$
155,463
  
$
122,119
  
$
71,106
 
             
Cash flows from investing activities
            
Purchases of property and equipment
 
$
(811
)
 
$
(1,058
)
 
$
(627
)
Proceeds from sale of property and equipment
  
27
   
12
   
95
 
Investment in marketable securities
  
(111,026
)
  
-
   
-
 
Proceeds from sales and maturities of marketable securities
  
34,427
   
-
   
-
 
Proceeds from short-term deposits
  
253,400
   
217,200
   
12,700
 
Investment in short-term deposits
  
(207,450
)
  
(253,400
)
  
(217,200
)
Cash paid in connection with acquisitions, net of cash acquired
  
(101,921
)
  
(9,570
)
  
(38,438
)
Net cash used in investing activities
 
$
(133,354
)
 
$
(46,816
)
 
$
(243,470
)
             
Cash flows from financing activities
            
Issuance of shares in private placement, net
 
$
-
  
$
-
  
$
230,489
 
Proceeds from exercise of stock-based compensation
  
2,433
   
5,833
   
6,898
 
Payments of contingent consideration
  
(13,256
)
  
(9,091
)
  
-
 
Repayment of long-term loans
  
-
   
-
   
(8,333
)
Net cash provided by (used in) financing activities
 
$
(10,823
)
 
$
(3,258
)
 
$
229,054
 
             
Effect of exchange rate changes on cash and cash equivalents
  
141
   
(59
)
  
(33
)
             
Net increase in cash and cash equivalents and restricted cash
 
$
11,427
  
$
71,986
  
$
56,657
 
             
Cash and cash equivalents and restricted cash at beginning of year
  
177,521
   
105,535
   
48,878
 
Cash and cash equivalents and restricted cash at end of year
 
$
188,948
  
$
177,521
  
$
105,535
 
The accompanying notes are an integral part of the consolidated financial statements.
F - 9

F  -  11

PERION NETWORK LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands
  
Year ended December 31
 
  
2021
  
2020
  
2019
 
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheet
         
          
Cash and cash equivalents 
$
104,446
  
$
47,656
  
$
38,389
 
Restricted cash  1,089   1,222   1,216 
Total cash, cash equivalents, and restricted cash
 
$
105,535
  
$
48,878
  
$
39,605
 
             
Supplemental Disclosure of Cash Flow Activities:
            
             
Cash paid during the year for:            
Income taxes $4,365  $3,180  $4,007 
Interest $203  $1,097  $2,320 
             
Non-cash investing and financing activities:            
Creation of new lease right-of-use assets arising from lease liability $0  $1,671  $25,537 
Purchase of property and equipment on credit $45  $3  $15 
  
Year ended December 31
 
  
2023
  
2022
  
2021
 
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheet
         
          
Cash and cash equivalents
 
$
187,609
  
$
176,226
  
$
104,446
 
Restricted cash
  
1,339
   
1,295
   
1,089
 
Total cash, cash equivalents, and restricted cash
 
$
188,948
  
$
177,521
  
$
105,535
 
             
Supplemental Disclosure of Cash Flow Activities:
            
             
Cash paid during the year for:
            
Income taxes
 
$
18,030
  
$
7,689
  
$
4,365
 
Interest
 
$
6
  
$
5
  
$
203
 
             
Non-cash investing and financing activities:
            
Creation of new lease right-of-use assets arising from lease liability
 
$
132
  
$
2,085
  
$
- 
Purchase of property and equipment on credit
 
$
2
  
$
(47
)
 
$
45
 
The accompanying notes are an integral part of the consolidated financial statements.
F - 12

F - 10

PERION NETWORK LTD. AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share and per share data)

NOTE 1:GENERAL
Perion Network Ltd. ("Perion") and its wholly-owned subsidiaries (collectively referred to as the "Company"), is a global multi-channel advertising technology company that delivers strategic business solutions that enable brands andconnects advertisers to efficiently “Capture and Convince” userswith consumers through technology across multiple platforms andall major channels of digital advertising – including interactive connected television – or iCTV. Perion achieves this through its Synchronized Digital Branding capabilities, which are focused on high impact creative; content monetization; its branded search network, in partnership with Microsoft Bing; andadvertising, social media, management that orchestratesdisplay, video, Digital out of Home (DOOH), digital audio and optimizes paidConnected TV (CTV) advertising.

On January 14, 2020, the Company completed the acquisition of Content IQ LLC and on July 22, 2020, the assets acquisition of Pub Ocean Limited was consummated.

On October 4, 2021, we also completed the acquisition of Vidazoo Ltd. (for additional information on these acquisitions, see Note 4)

 

NOTE 2:        SIGNIFICANT ACCOUNTING POLICIES
NOTE 2:SIGNIFICANT ACCOUNTING POLICIES
Basis of consolidation
The consolidated financial statements include the accounts of Perion and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
Use of estimates
The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company's management evaluates its estimates, including those related to sales allowances andrevenue recognition, allowance for credit losses, fair value of intangible assets and goodwill, useful lives of intangible assets, contingent consideration, fair value of share-based awards, realizability of deferred tax assets, and tax uncertainties, and contingent liabilities, among others. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of the Company’s assets and liabilities.
Financial statements in U.S. dollars
The reporting currency of the Company is the U.S. dollar (“USD”). Major parts of the Company’s operations are carried out by the Company and its subsidiaries in the United States and Israel. The functional currency of these entities is the USD.USD. Accordingly, monetary accounts maintained in currencies other than the USD are remeasured into USD, in accordance with ASC 830, "ForeignForeign Currency Matters".Matters. All transaction gains and losses resulting from the re-measurement of the monetary balance sheet items are reflected in the statements of income as financial income or expenses, as appropriate.
Management believes that the USD is the currency of the primary economic environment in which the Company operates. The financial statements of other subsidiaries, whose functional currency is determined to be their local currency, have been translated into USD. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operationsIncome amounts have been translated using the average exchange rate for each applicable quarter. The resulting translation adjustments are reported as an accumulated other comprehensive income (loss) component of shareholders' equity.

F - 1311


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Cash and cash equivalents and short-term bank deposits
TheThe Company considers all short-term, highly liquid and unrestricted cash balances, with stated maturities of three months or less from date of purchase, as cash equivalents. Short-term deposits are bank deposits with maturities of more than three months but less than one year.year at the date acquired. The short-term deposits as of December 31, 20212023 and 20202022 are denominated primarily in USD and bear interest at an average annual rate of 0.79%6.67% and 0.67%3.82%, respectively.
Restricted cash
RestrictedRestricted cash is comprised primarily of security deposits that are held to secure the Company’s lease obligations.
Marketable Securities
Marketable securities consist of debt securities. The Company classifies its marketable securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. Available-for-sale securities are stated at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss), a separate component of shareholders’ equity, net of taxes. Realized gains and losses on sales of marketable securities, as determined on a specific identification basis, are included in Financial income (expense), net. The amortized cost of marketable securities is adjusted for amortization of premium and accretion of discount to maturity, both of which, together with interest, are included in Financial income (expense), net. The Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies its marketable securities, including those with maturities beyond 12 months, as current assets in the consolidated balance sheets.
The Company periodically evaluates its available-for-sale debt securities for impairment. If the amortized cost of an individual security exceeds its fair value, the Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria are met, the Company writes down the security to its fair value and records the impairment charge in the consolidated statements of income. If neither of these criteria are met, the Company determines whether credit loss exists. Credit loss is estimated by considering changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, as well as other factors. Any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in shareholders’ equity.
Allowance for credit losses on available-for-sale marketable securities are recognized in the Company’s consolidated statements of income, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in shareholders’ equity.

The Company did not recognize an allowance for credit losses on marketable securities for the period ended December 31, 2021 and 2020, restricted cash balances were $1,089 and $1,222 respectively.2023.

F - 12


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Accounts receivable and allowance for credit losses

Trade accounts receivables

Accounts receivable are statedrecorded at realizable value,the invoiced amount and amounts for which revenue has been recognized but not invoiced, net of an allowance for credit losses. The Company evaluates its outstanding accounts receivable and establishes an allowance for credit losses based on information available on their credit condition, current aging, historical experience and future economic and market conditions. These allowances are reevaluated and adjusted periodically as additional information is available.

 

As of December 31, 20212023 and 2020,2022, the Company has recorded an allowance for doubtful debtscredit losses in the amounts of $891$2,091 and $694,$2,134, respectively.

Total expenses for doubtful debtscredit losses during 2021, 20202023, 2022 and 20192021 amounted to $82, $323$1,133, $210 and $78,$82, respectively.
Property and equipment
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates:
 
%
Computers and peripheral equipment
33
Office furniture and equipment
6 - 15
Leasehold improvements are amortized using the straight-line method over the term of the lease or the estimated useful life of the improvements, whichever is shorter.
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets other current liabilities and Short-term and long-term operating lease liabilities in the Company’s consolidated balance sheets.

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PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.term.
The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.
The Company elected the practical expedient allowing not to separate the lease and non-lease components for its leases. For short-term leases with a term of 12 months or less, operating lease ROU assets and liabilities are not recognized and the Company records lease payments on a straight-line basis over the lease term.

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PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES(Cont.)

Intangible assets
Intangible assets that are not considered to have finite useful life are amortized over their estimated useful lives. The Customer Relationship is amortized over its estimated useful lives in proportion to the economic benefits realized. This accounting policy results in accelerated amortization of such intangible asset as compared to the straight-line method.

All other intangible assets are amortized over their estimated useful lives using the straight-line method.

Impairment of long-lived assets, including Right-of-use assets and intangible assets subject to amortization
The Company’s long-lived assets (assets group) to be held or used, including property and equipment, right of use assets and intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, "AccountingAccounting for the Impairment or Disposal of Long-Lived Assets"Assets, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The recoverability of these assets is measured by comparing the carrying amounts of the asset (assets group) to the future undiscounted cash flows the assets are expected to generate. If property and equipment and intangiblethe long-lived assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value.
In determining the fair values of long-lived assets for the purpose of measuring impairment, the Company's assumptions include those that market participants will consider in valuations of similar assets.
There were no impairment charges to long-lived assets during the periods presented.
Goodwill and intangible assets
Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives. The Customer Relationship, technology and trade name are amortized over their estimated useful lives in proportion to the economic benefits realized. This accounting policy results in accelerated amortization of such intangible assets as compared to the straight-line method.

Goodwill reflects the excess of the purchase price of business acquired over the fair value of net assets acquired. Goodwill is not amortized but instead is tested for impairment, in accordance with ASC 350, “Intangibles Intangibles – Goodwill and Other”Other, at the reporting unit level, at least annually at December 31 each year, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Following the early adoption of ASU 2017-04, "Simplifying the Test for Goodwill Impairment" by the Company in January 2017, anyAny excess of the carrying amount of the reporting unit over its fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. Refer to Note 7 for further information.
There were no impairment losses to goodwill during the periods presented.
Business combinations
The majorityCompany accounted for business combination in accordance with ASC 805, Business Combinations (“ASC 805”). ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the inputs used in the discounted cash flow model to determineacquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over purchase price is allocated to goodwill. During the reporting unitsmeasurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill only for adjustments resulting from facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are unobservable and thus are considered to be Level 3 inputs.reflected in the consolidated statements of income.

F - 1514


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES(Cont.)

Acquisition related costs are expensed to the statement of income in the period incurred.

Revenue recognition

The Company applies the provisions of Accounting Standards CodificationASC 606, Revenue from Contracts with Customers ("ASC 606" or "Topic 606").

The Company applies the practical expedient for incremental costs of obtaining contracts when the associated revenuesamortization period is recognized over less than one year.
The Company generates revenuesrevenue primarily from two major sources:
Display Advertising Revenues (“Advertising”)Revenue - the Company– The company generates advertising revenuesrevenue from Display Advertising by delivering high impacthigh-impact ad formats throughacross different channels including display, social, CTV, digital audio, DOOH and video/CTV, creativelyWeb Publisher Solutions. The company’s diverse, technology-focused multi-channel set of solutions is designed to capturedrive consumer attentionengagement and drive engagement,high ROI for advertisers through high-impact ad formats. The company’s solutions also include a content monetization platform that provides publishers with monetization tools across different channels, and a hand-picked portfolio of websitessocial platform that supports campaign management and mobile applications. In addition, the Company also generates advertising revenues from content optimization solutions and services, which are being recognizes once the advertisement partners serve their advertisementmedia buying capabilities across owned and operated properties as well as those of our publishers.all major social channels.
Search Advertising Revenues (“Revenue - The company generates Search Monetization”) - the Company obtains its search revenuesAdvertising revenue from service agreements with itsour search partners. Search Advertising revenue is generated primarily from monthly transaction volume-based fees earned by the Companyus for making itsour applications available to online publishers and app developers on a revenue share basis relative to the revenue generated by thesuch search partners.
For more disaggregated information of revenuesrevenue refer to Note 17.16.
The Company’s payments terms are less than one year. Therefore, no finance component is recognized.
The Company evaluates whether Display Advertising Revenue and Search and Advertising RevenuesRevenue should be presented on a gross basis, which is the amount that a customer pays for the service, or on a net basis, which is the amount of the customer payment less amounts the Company pays to publishers. In making that evaluation, the Company considers whether it controls the promised good or service before transferring that good or service to the customer. The Company considers indicators such as whether the Company is the primary obligor in the arrangement and assumes risks and rewards as a principal or an agent, including the credit risk, whether the Company has latitude in establishing prices and selecting its suppliers and whether it changes the products or performs part of the service.service, whether the Company has discretion in establishing prices and whether it controls the underlying advertising space. The evaluation of these factors is subject to significant judgment and subjectivity.
Generally, in cases in which the Company controls the specified good or service before it is primarily obligated intransferred to a transaction, is subject to risk, involved in the determination of the product (or the service) specifications, separately negotiates each revenue service agreement or publisher agreement and can have several additional indicators,customer, revenue is recorded on a gross basis.

F - 15


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES(Cont.)

Contract balances are presented separately on the consolidated balance sheets as either Accounts receivable or Deferred revenue. The Company does not have contract assets.

Remaining performance obligations (RPOs) represent amounts collected on contracted revenuesrevenue that have not yet been recognized. As of December 31, 2021,2023, the aggregate amount of the RPOs was $3,852.$2,297. The Company anticipates that it will satisfy all of its remaining performance obligationobligations associated with the deferred revenue within the prospective fiscal year.

Accounts receivable includesinclude amounts billed and currently due from customers.
Deferred revenues arerevenue is recorded when payments are received from customers in advance of the Company's rendering of services.
RevenuesRevenue recognized during 20212023 from amounts included within the Deferred revenuesrevenue balance at the beginning of the period amounted to $5,711.$2,377.

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PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
Cost of revenuesrevenue
Cost of revenuesrevenue consists primarily of expenses associated with the operation of the Company’s server hosting, data verification and targeting, campaign creative, labor as well as content acquisition costs and customer support.
Traffic acquisition costs and media buy
Traffic acquisition costs and media buy consist primarily of payments to publishers and developers who distribute ourthe Company’s search properties together with their products, as well as the cost of distributing ourthe Company own products. In addition, media buy costs consist of the costs of advertising inventory incurred to deliver ads. Traffic acquisition costs are primarily based on revenue share agreements with ourthe Company traffic sources and the media buy cost are primarily based on CPC (Cost-per-click) and CPM (Cost-per-thousand), which are charged as incurred.
Research and development costs
Research and development costs are charged to the statement of income as incurred, except for certain costs relating to internally developed software, which are capitalized.
The Company capitalizescapitalized certain internal and external software development costs, consisting primarily of direct labor associated with creating the internally developed software. Software development projects generally include three stages: (i)During 2021, depreciation expense for the preliminary project stage (all costs expensed as incurred); (ii) the application development stage (costs are capitalized) and (iii) the post implementation/operation stage (all costs expensed as incurred). The costsrelated capitalized in the application development stage primarily include the costs of designing the application, coding and testing of the system. Capitalized costs are amortized using the straight-line method over the estimated useful life of theinternally developed software generally three years, once it is ready for its intended use. The Company believes that the straight-line recognition method best approximates the manner in which the expected benefit will be derived. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
Capitalized software development costs, net of accumulated amortization, of $1,392 is included in property and equipment in the consolidated balance sheet asstatements of December 31, 2020.income amounted to $1,392. No capitalizedexpense related to internally developed software incurred in 2023 and 2022.
Research and development costs netare charged to the statement of accumulated amortization, is included in the consolidated balance sheetincome as of December 31, 2021 (see Note 5).incurred.
Income taxes
The Company accounts for income taxes in accordance with ASC 740, "Income Taxes"Income Taxes (“ASC 740”). This StatementASC 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. To the extent necessary, the Company provides a valuation allowance to reduce deferred tax assets to their estimated realizable value.

F - 16


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The Company accounts for uncertain tax positions in accordance with ASC 740, which contains a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

F - 17


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
Severance pay
The Company's agreements with employees in Israel are in accordance with section 14 of the Severance Pay Law, 1963 (“Section 14”), where the Company's contributions for severance pay is paid to the employee upon termination instead of the severance liability that would otherwise be payable under the law as aforementioned. Upon contribution to a fund, based on the full amount of the employee's monthly salary, and release of the fund to the employee, no additional severance payments are required to be made by the Company to the employee. Therefore, the related obligation and amounts deposited on behalf of such obligation are not stated on the balance sheet, as the Company is legally released from obligation to such employees once the deposit amounts have been paid.
Severance expenses for the years ended December 31, 2021, 20202023, 2022 and 20192021 amounted to $1,802, $1,755,$3,206, $2,809, and $1,270,$2,612, respectively. The balances of severance deposits and accrued severance pay are immaterial and included in other assets and other long-term liabilities on the accompanying balance sheets, respectively.
Employee benefit plan
The Company’s U.S. operations maintain a retirement plan (the “U.S. Plan”) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Participants in the U.S. Plan may elect to defer a portion of their pre-tax earnings, up to the Internal Revenue Service’s annual contribution limit. The Company matches up to 100% of each participant’s contributions, up to 4% of employee deferral. Contributions to the U.S. Plan are recorded during the year contributed as an expense in the consolidated statement of income.
Total employer 401(k) contributions for the years ended December 31, 2023, 2022 and 2021 2020were $1,006, $865, and 2019 were $683, $624, and $691, respectively.
Comprehensive income (loss)
The Company accounts for comprehensive income (loss) in accordance with ASC 220, "Comprehensive Income"Comprehensive Income. This statement establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income generally represents all changes in shareholders' equity during the period except those resulting from investments by, or distributions to, shareholders. The Company determined that its other comprehensive income (loss) relates to hedging derivative instruments, unrealized gain (loss) on marketable securities and foreign currency translation adjustments.

F - 17


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES(Cont.)

Net earnings per share
In accordance with ASC 260, "Earnings Earnings Per Share"Share, basic net earnings per share ("Basic EPS") is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net earnings per share ("Diluted EPS") reflects the potential dilution that could occur if share options, restricted shares and other commitments to issue ordinary shares were exercised or equity awards vested, resulting in the issuance of ordinary shares that could share in the net earnings of the Company.
The weighted average number of ordinary shares related to the outstanding options, restricted shares, convertible debt and warrants excluded from the calculations of diluted net earnings per ordinary share, as these securities are anti-dilutive, was 1,035,307, 3,178,024, and 4,087,559 for the years ended December 31, 2021, 2020 and 2019, respectively.

F - 18


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
Concentrations of credit risk
Financial instruments, which potentially subject the Company to a concentration of credit risk, consist primarily of cash and cash equivalents, bank deposits, restricted cash and accounts receivable.
The majority of the Company’s cash and cash equivalents, bank deposits and restricted cash are invested in USD instruments with major banks in the U.S. and Israel. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk.
The Company’s major customers are financially sound, and the Company believes low credit risk is associated with these customers. To date, the Company has not experienced any material credit losses.

The allowance against gross trade receivables reflects the current expected credit loss inherent in the receivables portfolio determined based on the Company’s methodology. The Company’s methodology is based on historical collection experience, customer creditworthiness, current and future economic condition, and market condition. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Trade receivables are written off after all reasonable means to collect the full amount have been exhausted.
Share-based compensation
The Company accounts for share-based compensation under ASC 718, "CompensationCompensation - Stock Compensation"Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based payment awards made to employees, contractors, and directors. ASC 718 requires companies to estimate the fair value of equity-based awards on the date of grant, using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statement of income. The Company estimates forfeitures to be estimated at the time of grant, and revised if necessary in subsequent periods, if actual forfeitures differ from those estimates.

F - 18


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES(Cont.)

The Company recognizes compensation expenses for the value of its awards, which have graded vesting based on service conditions, using the straight-line method, over the requisite service period of each of the awards, net of estimated forfeitures. Estimated forfeitures are based on actual historical pre-vesting forfeitures. For performance-based share units, the Company recognizes compensation expenses for the value of such awards, if and when the Company concludes that it is probable that a performance condition will be achieved based on the accelerated attribution method over the requisite service period. The Company reassess the probability of vesting at each reporting period for awards with performance conditions and adjust compensation cost based on its probability assessment.

The Company accountedaccounts for changes in award terms as a modification in accordance with ASC 718. A modification to the terms of an award should be treated as an exchange of the original award for a new award with total compensation cost equal to the grant-date fair value of the original award plus the incremental value measured at the same date. Under ASC 718, the calculation of the incremental value is based on the excess of the fair value of the new (modified) award based on current circumstances over the fair value of the original award measured immediately before its terms are modified based on current circumstances.
The Company estimates the fair value of its new share-based awards using the Binomial option-pricing model.

F - 19


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (exceptIn 2023 and 2022 only restricted share units (“RSUs”) were granted and per share data)the fair value is based on the market value of the underlying shares on the date of grant.

The following table presents the various assumptions used to estimate the fair value of the Company's share-based awards granted to employees and directors in the periods presented:
Year ended December 31,

2021

Risk-free interest rate0.94% - 1.52%
Expected volatility59% - 60%
Early exercise factor130% - 200%
Forfeiture rate post vesting1% - 27%
Dividend yield0%
   Year ended December 31 
   
2021
   
2020
   
2019
 
             
Risk-free interest rate
  0.94% - 1.52%   0.29% - 1.60%   0.70% - 2.90% 
Expected volatility
  59% - 60%   53% - 59%   43% - 55% 
Early exercise factor
  130% - 200%   110% - 200%   110% - 230% 
Forfeiture rate post vesting
  1% - 27%   0% - 34%   0% - 34% 
Dividend yield
  0%   0%   0% 
The expected volatility is calculated based on the actual historical share price movements of the Company’s share. The expected option term represents the period that the Company’s share options are expected to be outstanding. The early exercise factor and the forfeiture rate post-vesting are calculated based on the Company’s estimated early exercise and post-vesting forfeiture multiples, which are based on comparable companies and on actual historical data. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds, with a term which is equivalent to the expected term of the share-based awards. The dividend yield is based on the current decision of the Company’s management not to distribute any dividends.
The fair value of restricted share units (“RSU”) is based on the market value of the underlying shares on the date of grant.

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PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Derivative instruments
The Company accounts for derivatives and hedging based on ASC 815, "Derivatives and Hedging", which requires recognizing all derivatives on the balance sheet at fair value. If the derivatives meet the definition of a cash flow hedge and are so designated, depending on the nature of the hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period, or periods, during which the hedged transaction affects earnings. The ineffective portion of a derivative’s change in fair value, if any, is recognized in earnings, as well as gains and losses from a derivative’s change in fair value that are not designated as hedges are recognized in earnings immediately.
In order to mitigate the potential adverse impact on cash flows resulting from fluctuations in the exchange rate of the new Israeli shekels (“ILS”), the Company hedges portions of its forecasted expenses denominated in ILS with SWAP, forward and options contracts. The Company does not speculate in these hedging instruments in order to profit from foreign currency exchanges, nor does it enter into trades for which there are no underlying exposures.
To protect against the increase in value of forecasted foreign currency cash flow resulting mainly from salaries and related benefits paid in ILS during the year, the Company hedges portions of its anticipated payroll denominated in ILS for a period of one to twelve months with forward and options contracts (the “Hedging Contracts”). Accordingly, when the USD strengthens against the ILS, the decline in present value of future ILS currency expenses is offset by losses in the fair value of the Hedging Contracts. Conversely, when the USD weakens, the increase in the present value of future ILS expenses is offset by gains in the fair value of the Hedging Contracts. These Hedging Contracts are designated as cash flow hedges.
The Company follows the requirements of ASC No. 815, Derivatives and Hedging (“ASC 815”), which requires companies to recognize all of their derivative instruments as either assets or liabilities on the balance sheet at fair value. The accounting for changes in fair value (i.e. gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging transaction and further, on the type of hedging transaction. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.

Changes in the fair value of these derivatives are recorded in accumulated other comprehensive income in the consolidated balance sheets, until the forecasted transaction occurs. Upon occurrence, the Company reclassifies the related gains or losses on the derivative to the same financial statement line item in the consolidated statements of income to which the derivative relates.

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PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
Additionally, inIn order to mitigate the potential adverse impact of theon cash flows resulting from fluctuations in the ILS-USD exchange rate in connection withof the convertible debt,new Israeli shekels (“ILS”), the Company has entered into a cross currency interest ratehedges portions of its forecasted expenses denominated in ILS with SWAP, agreement (the “SWAP”)forward and options contracts. The Company does not speculate in these hedging instruments in order to hedgeprofit from foreign currency exchanges, nor does it enter into trades for which there are no underlying exposures.
To protect against the future interestincrease in value of forecasted foreign currency cash flow resulting mainly from salaries and principal payments, which are allrelated benefits paid in ILS during the year, the Company hedges portions of its anticipated payroll denominated in ILS. However, sinceILS for a period of one to twelve months with SWAP, forward and options contracts (the “Hedging Contracts”). Accordingly, when the convertible debt was measured at fairUSD strengthens against the ILS, the decline in present value at each reporting date, the SWAP does not qualify and was not designated as hedge under ASC 815. Therefore, gains orof future ILS currency expenses is offset by losses resulted from the change of the SWAP's fair value were recognized immediately as incurred in "financial expenses, net". The Company measured the fair value of these contractsthe Hedging Contracts. Conversely, when the USD weakens, the increase in accordance with ASC 820, "Fair Value Measurement and Disclosures", and they were classified as level 2. On June 6, 2019, the SWAP agreements were terminated concurrently withpresent value of future ILS expenses is offset by gains in the early redemptionfair value of the convertible bond.Hedging Contracts. These Hedging Contracts are designated as cash flow hedges.
The notional value of the Company’s derivative instruments designed as hedging instruments as of December 31, 20212023 and 2020,2022, amounted to $5,071$6,006 and $0,$14,364, respectively.
The notional value of the Company’s derivative instruments not designed as hedging instruments as of December 31, 20212023 and 2020,2022, amounted to $2,876$0 and $0,$3,576, respectively. Notional values in USD are translated and calculated based on the spot rates for options and swap.SWAP. Gross notional amounts do not quantify risk or represent assets or liabilities of the Company; however, they are used in the calculation of settlements under the contracts.
Fair value of financial instruments
The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, short-term deposits, restricted cash, accounts receivable, and other assets, accounts payable, accrued expenses and other liabilities approximate their fair value due to the short-term maturities of such instruments.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIES(Cont.)

The Company follows the provisions of ASC No. 820, “FairFair Value Measurement”Measurement (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
In determining a fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability, based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect assumptions that market participants would use in pricing an asset or liability, based on the best information available under given circumstances.
The hierarchy is broken down into threeThree levels based on the observability of inputs and assumptions,may be used to measure fair value, as follows:

•      Level 1 - Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.
Level 2 - Other inputs that are directly or indirectly observable in the market place.
Level 3 - Unobservable inputs which are supported by little or no market activity, and unobservable inputs based on the Company's own assumptions used to measure liabilities at fair value. The inputs require significant management judgment or estimation.
The Company measures its marketable securities (money market funds and available-for-sale marketable securities), foreign currency derivative instruments and contingent considerations in connection to the acquisitions at fair value. Marketable securities are classified within Level 1 or Level 2 of the fair value hierarchy because their fair value is derived from quoted market prices or alternative pricing sources and models utilizing observable market inputs. Derivative instruments are classified within Level 2 as the valuation inputs are based on quoted prices for identical assets and liabilitiesmarket observable data of similar instruments. The Company's contingent considerations in active markets.

connection to the acquisitions were classified within Level 2 - Other3 because factors used to develop the estimated fair value are unobservable inputs that are directly or indirectly observable in the market place.

Level 3 - Unobservable inputs which arenot supported by little or no market activity.

Treasury shares
In the past, the Company repurchased its ordinary shares on the open market. The Company holds the shares as treasury shares and presents their cost as a reduction of shareholders' equity.

F - 21


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
Business combinations
The Company accounted for business combination in accordance with ASC 805, "Business Combinations". ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over purchase price is allocated to goodwill and any subsequent changes in estimated contingencies are to be recorded in earnings. In addition, changes in valuation allowance related to acquired deferred tax assets and in acquired income tax position are to be recognized in earnings.
Acquisition related costs are expensed to the statement of income in the period incurred.
RecentRecently Adopted Accounting Pronouncements:
In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes” (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, and early adoption is permitted. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.

Recent Accounting Pronouncements not yet adopted

In October 2021 the FASB ASU 2021-08, Topic 805, “Business Combinations” – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessingadopted ASU 2021-08 on January 1, 2023, and the adoption has an immaterial impact of the new guidance on its consolidated financial statements.

F - 2221


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 2:SIGNIFICANT ACCOUNTING POLICIE(Cont.)

Recently issued Accounting Pronouncements not yet adopted
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which expands the disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid. This ASU is effective for the fiscal years beginning after December 15, 2024. Early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands the annual and interim disclosure requirements for public company reportable segments, primarily through enhanced information about the significant expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

F - 22


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 3:MARKETABLE SECURITIES
The following is a summary of available-for-sale marketable securities by investment categories and contractual maturities as of December 31, 2023:
  
December 31, 2023
 
  
Amortized
cost
  
Gross unrealized
gain
  
Gross unrealized loss
  
Fair value
 
             
Matures within one year:
            
Corporate debentures
 
$
19,600
  
$
7
  
$
21
  
$
19,586
 
Government agencies
  
7,672
   
-
   
10
   
7,662
 
Government debentures
  
6,925
   
-
   
21
   
6,904
 
  
$
34,197
  
$
7
  
$
52
  
$
34,152
 
                 
Matures after one year through three years:
                
Corporate debentures
 
$
19,009
  
$
46
  
$
61
  
$
18,994
 
Government agencies
  
12,750
   
4
   
61
   
12,693
 
Government debentures
  
11,791
   
36
   
50
   
11,777
 
  
$
43,550
  
$
86
  
$
172
  
$
43,464
 
                 
Total
 
$
77,747
  
$
93
  
$
224
  
$
77,616
 
As of December 31, 2022, the Company had no investments in marketable securities.
For the year ended December 31, 2023, the unrealized losses related to marketable securities were as a result of market fluctuations and not due to credit related losses, therefore, the Company did not record an allowance for credit losses for its available-for-sale marketable securities.
As of December 31, 2023, the Company had no investments with unrealized loss for more than 12 months.

NOTE 3:FAIR VALUE OF FINANCIAL INSTRUMENTSF - 23


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 4:
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presentpresents financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021:2023:

 

 

Fair value measurements using input type

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

                

Derivative assets

 

$

0

  

$

75  

$

0  

$

75

 
                 

Total financial assets

 

$

0  

$

75  

$

0  

$

75

 
               

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration in connection to the acquisitions

 

 

0

 

 

 

0

 

 

 

63,550

 

 

 

63,550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total financial liabilities

 

$

0

 

 

$

0

 

 

$

63,550

 

 

$

63,550

 

  
December 31, 2023
 
  
Fair value measurements using input type
 
  
Level 1
  
Level 2
  
Level 3
  
Total
 
Financial Assets:
            
Money market funds
 
$
81,429
  $-  $-  
$
81,429
 
Available-for-sale marketable securities
  
-
   
77,616
   
-
   
77,616
 
Derivative assets
  
-
   
234
   
-
   
234
 
                 
Total financial assets
 
$
81,429
  
$
77,850
  
$
-
  
$
159,279
 
                 
                 
Financial Liabilities:
                
Derivative liabilities
 
$
-
  
$
20
  
$
-
  
$
20
 
Contingent consideration in connection to the acquisitions
  
-
   
-
   
69,715
   
69,715
 
                 
Total financial liabilities
 
$
-
  
$
20
  
$
69,715
  
$
69,735
 
The following table presentpresents financial assets measured at fair value on a recurring basis as of December 31, 2020:2022:

 

Fair value measurements using input type

 

 
December 31, 2022
 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 
Fair value measurements using input type
 

Liabilities:

 

 

 

 

 

 

 

 

 

 
Level 1
 
Level 2
 
Level 3
 
Total
 
Financial Assets:
         
Derivative assets
 
$
-
 
$
7
 
$
-
 
$
7
 
         
Total financial assets
 
$
-
 
$
7
 
$
-
 
$
7
 
         
Financial Liabilities:
         
Derivative liabilities
 
$
-
 
$
239
 
$
-
 
$
239
 

Contingent consideration in connection to the acquisitions

 

$

0

 

$

0

 

$

31,859

 

$

31,859

 

  
-
  
-
  
63,695
  
63,695
 

 

 

 

 

 

 

 

 

 

 

 

 

 

         

Total financial liabilities

 

$

0

 

$

0

 

$

31,859

 

$

31,859

 

 
$
-
 
$
239
 
$
63,695
 
$
63,934
 

NOTE 4:F - 24


ACQUISITIONSPERION NETWORK LTD. AND ITS SUBSIDIARIES

a.Content IQ LLCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
NOTE 4:
FAIR VALUE OF FINANCIAL INSTRUMENTS (Cont.)
The following table sets forth a summary of the changes in the fair value of the contingent consideration:
Fair value as of December 31, 2022 $63,695 
Payments of contingent consideration  (13,256)
Changes in fair value of contingent consideration  18,694 
Revaluation of acquisition-related contingent consideration  582 
Fair value as of December 31, 2023 $69,715 
NOTE 5:ACQUISITIONS 
a.
Content IQ LLC
On January 14, 2020, the Company consummated the acquisition of Content IQ LLC (“Content IQ”), a privately held company founded in 2014, based in New York City. Content IQ has created data algorithm and analytics tools that deconstruct content, revenue and distribution to solve current major digital publishing challenges.

The total consideration for the acquisition was $37,838, comprised of $15,000 paid in cash at closing and a contingent consideration (with a maximum amount of up to $47,050), tied to revenuesrevenue and EBITDA-based metrics over a period of two years, estimated at fair value of $22,838 on the acquisition date. As of December 31, 2021, the contingent consideration is estimated at fair value of $17,844. The change in fair value of the contingent consideration was recorded to general and administrative expenses. In addition, the acquisition includes a retention-based component of up to $11,000.

F - 23


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2023, the contingent consideration is estimated at fair value of $17,820. In 2021, the change in fair value of the contingent consideration that was recorded as income in the statement of income was $2,124. In 2022 and 2023 no change in fair value of the contingent consideration was recorded.


U.S. dollars in thousands (except share and per share data)
b.
Pub Ocean

b.Pub Ocean

On July 22, 2020, the Company acquired the net assets of Pub Ocean Limited, also known as “Pub Ocean” (the "Pub“Pub Ocean Acquisition"), a rapidly growing digital publisher-focused technology company with scalable content distribution and real-time revenue analytics technology.

The total consideration for the acquisition was $13,399, comprised of $4,000 paid in cash at closing and a contingent consideration (with a maximum amount of up to $17,000), tied to financial targets over a two-year period, estimated at fair value of $9,399 on the acquisition date. As of December 31, 2021, the contingent consideration is estimated at fair value of $8,963. The change in fair value of the contingent consideration was recorded to general and administrative expenses. In addition, the acquisition includes a retention-based component of up to $1,000.

As of December 31, 2022, the remaining balance of the contingent consideration was settled. In 2021 and 2022 the change in fair value of the contingent consideration that was recorded as income in the statement of income   was $122 and $3,816, respectively.

c.VidazooF - 25


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 5:ACQUISITIONS (Cont.)
 
c.
Vidazoo
On October 4, 2021, the Company consummated the acquisition of Vidazoo Ltd., also known as “Vidazoo” (the “Vidazoo Acquisition”), a leading video technology company that enables both advertisers and publishers to deliver high impact content and advertising to consumers.
 
The total consideration for the acquisition was $77,748,$90,038, comprised of $35,000 paid in cash at closing, contingent consideration (with a maximum amount of up to $58,545), tied to financial targets over a period of 2.25 years, estimated at fair value of $36,613$48,903 on the acquisition date, and a net working capital in the amount of $6,135 which will be set-off against collection.
On June 14, 2023, the Company entered into an amendment to the SPA with Vidazoo’s sellers in connection with an additional overachievement earnout consideration in an aggregate amount of up to $10,550 payable in the Company’s ordinary shares.

As of December 31, 2021,2023, Vidazoos’ sellers had met the specified earnout targets, and the Company recognized an expense of $10,550 under 'Changes in fair value of contingent consideration' in the consolidated statements of income. The aggregate contingent consideration with respect to Vidazoo Acquisition as of December 31, 2023 is estimated at fair value of $36,743.$51,895.

d.
Hivestack
On December 11, 2023, the Company consummated the acquisition of Hivestack Inc. (“Hivestack”), a global innovative full-stack programmatic Digital out of Home (DOOH) company.
The total consideration for the acquisition was $106,931, comprised of $100,000 paid in cash at closing and a net working capital in the amount of $6,931 subject to working capital adjustments. In addition, the acquisition includes a contingent consideration payment of up to $25,000, tie to financial target and service of a period of 3 years to be settled in cash and in the Company’s ordinary shares.
 
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date:
 
  
Fair value
 
   Net Assets1
  
8,853
 
   Technology
  
35,072
 
   Customer Relationship
  
11,206
 
 Tradename
  
3,158
 
   Deferred Taxes
  
(3,806
)
   Goodwill
  
52,448
 
Net assets acquired
 
$
106,931
 
1 Includes cash in the amount of $5,010.

F - 26


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 5:
ACQUISITIONS (Cont.)

  Fair value 
Net Assets  6,291 
Technology  31,005 
Customer Relationship  8,194 
Deferred Taxes  (4,704)
Goodwill  36,962 
Net assets acquired $77,748 
Goodwill is primarily attributable to expected synergies arising from technology integration and expanded product availability to the Company’s existing and new customers.
 
Technologyincludes publishing orchestration system with proprietary data algorithmsan array of purpose-built software like the DOOH Ad Server, Header Bidder, Supply-Side Platform (“SSP”), and analytic tools which deconstruct content, revenueDemand-Side Platform (“DSP”), designed to manage, deliver, and distribution to solveoptimize targeted advertising on digital publishing challenges.screens, enhancing yield and sourcing demand efficiently. The technology is amortized over the estimated useful life of 78 years using the straight-line method.
Customer relationshipsrelationship is derived from customer contracts and related customer relationships with existing customers. Customer relationshipsrelationship is amortized based on the accelerated method over the estimated useful life of 815 years.
Tradename is derived from developed products tradenames, common law tradenames, service marks, service names, brand names, trade dress rights, logos, internet domain name and URL addresses and general-use e-mail addresses. Tradename is amortized over the estimated useful life of 10 years using the straight-line method.
The results of operations of Hivestack have been included in the consolidated financial statements since the date of the acquisition.

 

The Company incurred acquisition related costs of $3,061 during the year ended December 31, 2023, which were included in general and administrative expenses in the consolidated statements of income.

Pro forma results of operations related to this acquisition have not been presented because they are not material to the Company’s consolidated statements of operations.income.

F - 2427


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 5: PROPERTY AND EQUIPMENT, NET

 

 

December 31,

 

 

 

2021

 

 

2020

 

Cost:

 

 

 

 

 

 

Computers and peripheral equipment

 

$

7,219

 

 

$

6,776

 

Office furniture and equipment

 

 

2,686

 

 

 

2,682

 

Leasehold improvements

 

 

8,392

 

 

 

8,658

 

Capitalized software

 

 

12,473

 

 

 

12,473

 

 

 

 

 

 

 

 

 

 

Total cost

 

 

30,770

 

 

 

30,589

 

Less: accumulated depreciation and amortization

 

 

(26,559

)

 

 

(23,819

)

Property and equipment, net

 

$

4,211

 

 

$

6,770

 

NOTE 6:
PROPERTY AND EQUIPMENT, NET
  
December 31,
 
  
2023
  
2022
 
Cost:
      
Computers and peripheral equipment
 
$
6,449
  
$
5,941
 
Office furniture and equipment
  
2,407
   
2,777
 
Leasehold improvements
  
7,078
   
8,400
 
Capitalized software
  
12,473
   
12,473
 
         
Total cost
  
28,407
   
29,591
 
Less: accumulated depreciation and amortization
  
(25,228
)
  
(25,980
)
Property and equipment, net
 
$
3,179
  
$
3,611
 
 
Depreciation expenses related to the Company’s property and equipment totaled to $3,022, $4,662,$1,644, $1,954, and $5,455,$3,022, for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, respectively.
Depreciation expense for the related capitalized internally developed software in the consolidated statements of income amounted to $1,392, $3,056, and $3,607 during 2021, 2020 and 2019, respectively.

NOTE 6:F - 28


GOODWILLPERION NETWORK LTD. AND OTHER INTANGIBLE ASSETS, NETITS SUBSIDIARIES

a.GoodwillNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 7:
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
a.
Goodwill
The changes in the net carrying amount of goodwill in 20212023 and 20202022 were as follows:

Balance as of January 1, 2020 $125,809 
     
Acquisition of Content IQ $23,361 
     
Acquisition of Pub Ocean $3,133 
     
Balance as of December 31, 2020 $152,303 
     
Acquisition of Vidazoo $36,962 
     
Balance as of December 31, 2021 $189,265 

Balance as of January 1, 2022
 
$
189,265
 
     
Vidazoo measurement period adjustments
 
$
6,262
 
     
Balance as of December 31, 2022
 
$
195,527
 
     
Acquisition of Hivestack
 
$
52,448
 
     
Balance as of December 31, 2023
 
$
247,975
 
GoodwillGoodwill has been recorded as a result of prior acquisitions and represents excess of the consideration over the net fair value of the assets of the businesses acquired. As of December 31, 2021,2023, the Company has two reporting units - Display advertising and Search advertising. The Company performs tests for impairment of goodwill at the reporting unit level at least annually, or more frequently if events or changes in circumstances occur that would more likely than not reduce the fair value of a reporting unit below its carrying value.

No impairment was incurred for the years ended December 31, 2021, 20202023, 2022 and 2019.2021.

F - 2529


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
NOTE 7:
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Cont.)

b.Intangible assets, net

b.
Intangible assets, net

The following is a summary of intangible assets as of December 31, 2021:2023:

  
December 31, 2020
  
Additions
  
Amortization
  
December 31, 2021
 

 

                

Acquired technology

 $53,412  $31,005  $0  $84,417 

Accumulated amortization

  (25,548)  0   (5,589)  (31,137)

Impairment

  (8,749)  0   0   (8,749)

Acquired technology, net

  19,115   31,005   (5,589)  44,531 

 

                

Customer relationships

  36,860   8,194   0   45,054 

Accumulated amortization

  (22,161)  0   (1,057)  (23,218)

Impairment

  (10,426)  0   0   (10,426)

Customer relationships, net

  4,273   8,194   (1,057)  11,410 

 

                

Tradename and other

  18,503   0   0   18,503 

Accumulated amortization

  (12,405)  0   (229)  (12,634)

Impairment

  (5,110)  0   0   (5,110)

Tradename and other, net

  988   0   (229)  759 

 

                

Intangible assets, net

 $24,376  $39,199  $(6,875) $56,700 

  
December 31, 2022
  
Additions
  
Amortization
  
December 31, 2023
 
             
Acquired technology
 
$
89,775
  
$
35,072
  
$
-
  
$
124,847
 
Accumulated amortization
  
(41,023
)
  
-
   
(10,083
)
  
(51,106
)
Impairment
  
(8,749
)
  
-
   
-
   
(8,749
)
Acquired technology, net
  
40,003
   
35,072
   
(10,083
)
  
64,992
 
                 
Customer relationships
  
46,544
   
11,206
   
-
   
57,750
 
Accumulated amortization
  
(24,976
)
  
-
   
(2,080
)
  
(27,056
)
Impairment
  
(10,426
)
  
-
   
-
   
(10,426
)
Customer relationships, net
  
11,142
   
11,206
   
(2,080
)
  
20,268
 
                 
Tradename and other
  
18,503
   
3,158
   
-
   
21,661
 
Accumulated amortization
  
(12,874
)
  
-
   
(285
)
  
(13,159
)
Impairment
  
(5,110
)
  
-
   
-
   
(5,110
)
Tradename and other, net
  
519
   
3,158
   
(285
)
  
3,392
 
                 
Intangible assets, net
 
$
51,664
  
$
49,436
  
$
(12,448
)
 
$
88,652
 
The following is a summary of intangible assets as of December 31, 2020:2022:

 
December 31, 2019
 
Additions

 

Amortization

 

OCI

 

December 31, 2020

 

 
December 31, 2021
  
Additions
 
Amortization
  
December 31, 2022
 
                     

Acquired technology

 

$

31,159

 

$

22,101

 

$

0

 

$

152

 

$

53,412

 

 
$
84,417
  
$
5,358
 
$
-
 
$
89,775
 

Accumulated amortization

 

(21,810

)

 

0

 

(3,579

)

 

(159

)

 

(25,548

)

 
(31,137
)
 
-
 
(9,886
)
 
(41,023
)

Impairment

 

 

(8,749

)

 

 

0

 

 

0

 

 

0

 

 

(8,749

)

  
(8,749
)
  
-
  
-
  
(8,749
)

Acquired technology, net

 

 

600

 

 

22,101

 

 

(3,579

)

 

 

(7

)

 

 

19,115

 

  
44,531
   
5,358
  
(9,886
)
  
40,003
 

 

 

 

 

 

 

 

 

 

 

 

          

Customer relationships

 

31,911

 

4,901

 

0

 

48

 

 

36,860

 

 
45,054
  
1,490
 
-
 
46,544
 

Accumulated amortization

 

(20,727

)

 

0

 

(1,465

)

 

31

 

(22,161

)

 
(23,218
)
 
-
 
(1,758
)
 
(24,976
)

Impairment

 

 

(10,426

)

 

 

0

 

 

0

 

 

0

 

 

(10,426

)

  
(10,426
)
  
-
  
-
  
(10,426
)

Customer relationships, net

 

 

758

 

 

4,901

 

 

(1,465

)

 

 

79

 

 

 

4,273

 

  
11,410
   
1,490
  
(1,758
)
  
11,142
 

 

 

 

 

 

 

 

 

 

 

 

          

Tradename and other

 

18,284

 

0

 

0

 

219

 

 

18,503

 

 
18,503
  
-
 
-
 
18,503
 

Accumulated amortization

 

(11,897

)

 

0

 

(217

)

 

(291

)

 

(12,405

)

 
(12,634
)
 
-
 
(240
)
 
(12,874
)

Impairment

 

 

(5,110

)

 

 

0

 

 

0

 

 

0

 

 

(5,110

)

  
(5,110
)
  
-
  
-
  
(5,110
)

Tradename and other, net

 

 

1,277

 

 

0

 

 

(217

)

 

 

(72

)

 

 

988

 

  
759
   
-
  
(240
)
  
519
 

 

 

 

 

 

 

 

 

 

 

 

          

Intangible assets, net

 

$

2,635

 

$

27,002

 

$

(5,261

)

 

$

0

 

 

$

24,376

 

 
$
56,700
  
$
6,848
 
$
(11,884
)
 
$
51,664
 

F - 2630


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
NOTE 7:
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Cont.)

The estimated useful life of the intangible assets are as follows:

Estimated 
useful life

Acquired technology

4-74-8 years

Customer relationshipsrelationship

5-85-15 years

Tradename and other

4-11 years

Amortization of intangible assets, net, in each of the succeeding five years and thereafter is estimated as follows:
2024
 
$
16,946
 
2025
  
13,502
 
2026
  
12,175
 
2027
  
12,047
 
2028
  
10,691
 
Thereafter
  
23,291
 
     
  
$
88,652
 

2022

 

$

11,275

 

2023

 

 

11,150

 

2024

 

 

10,963

 

2025

 

 

7,137

 

2026

 

 

5,735

 

Thereafter

 

 

10,440

 

 

 

 

 

 

 

 

$

56,700

 
NOTE 8:
ACCRUED EXPENSES AND OTHER LIABILITIES
  
December 31,
 
  
2023
  
2022
 
       
Employees and payroll accruals
 
$
23,292
  
$
20,788
 
Government authorities
  
10,808
   
10,758
 
Accrued expenses
  
7,702
   
5,185
 
Other short-term liabilities
  
834
   
1,138
 
         
  
$
42,636
  
$
37,869
 

NOTE 7:  ACCRUED EXPENSES AND OTHER LIABILITIES

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Employees and payroll accruals

 

$

19,597

 

 

$

13,970

 

Obligation related to acquisitions

  

8,725

   0 

Government authorities

 

 

6,706

 

 

 

3,422

 

Accrued expenses

 

 

4,560

 

 

 

3,003

 

Other short-term liabilities

 

 

743

 

 

 

793

 

 

 

 

 

 

 

 

 

 

 

 

$

40,331

 

 

$

21,188

 

F - 2731


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 8:        9:DERIVATIVES AND HEDGING ACTIVITESACTIVITIES

The fair value of the Company’s outstanding derivative instruments is as follows:

 

   December 31, 

 

Balance sheet

 

2021

  

2020

 

 

         

Derivatives designate as hedging instruments:

         
          

Foreign exchange forward contracts and other derivatives

''Prepaid expenses and

other current assets''

 $75  $0 

 

''Accumulated other

comprehensive income''

  75   0 

 

         

Derivatives not designated as hedging instruments:

         

 

         

Foreign exchange forward contracts and other derivatives

''Prepaid expenses and

other current assets''

 $21  $0 

 

''Accrued expenses and

other liabilities''

  3   0 

  
December 31,
 Balance sheet 2023  2022 
Derivatives designated as hedging instruments:
       
Foreign exchange forward contracts and other derivatives
''Prepaid expenses and other current assets''
 
$
234
  
$
7
 
 
''Accrued expenses and other liabilities''
  
20
   
239
 
 
''Accumulated other comprehensive income''
  
214
   
232
 
          
Derivatives not designated as hedging instruments:
         
          
Foreign exchange forward contracts and other derivatives
''Prepaid expenses and other current assets''
  
-
   
18
 
 
''Accrued expenses and other liabilities''
 
$
-
  
$
31
 
The net amounts reclassified from accumulated other comprehensive loss to the operating expenses are as follows:

 

Gain recognized in
Statements of
Comprehensive Income

   

Gain (loss) recognized

in consolidated statements of

Income

  
Gain recognized in
Consolidated
Statements of Comprehensive Income
  
Gain (loss) recognized
in Consolidated Statements of
Income
 

 

Year ended 

December 31,

 

 

 

Year ended December 31,

 

 
Year ended
December 31,
 
Statement of Income
 
Year ended December 31,
 

 

2021

 

Statement of Income

 

2021

 

2020

 

2019

 

 
2023
 
2023
 
2022
 
2021
 

Derivatives designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

         

Foreign exchange options and forward contracts

 

$

(75

)

"Operating expenses"

 

$

167

 

$

764

 

 

$

272

 

 
$
446
 
"Operating expenses"
 
$
(1,233
)
 
$
(948
)
 
$
167
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           

Foreign exchange options and forward contracts

 

 

-

 

"Financial expenses"

 

 

24

 

 

 

(166

)

 

 

59

 

  
-
 
"Financial expenses"
  
(140
)
  
(75
)
  
24
 

SWAP

 

 

-

 

"Financial expenses"

 

 

0

 

 

0

 

 

 

380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

           

Total

 

$

(75

)

 

 

$

191

 

$

598

 

 

$

711

 

 
$
446
   
$
(1,373
)
 
$
(1,023
)
 
$
191
 

F - 2832


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 9: SHORT TERM AND LONG-TERM DEBT

On December 17, 2018, ClientConnect Ltd., a former Israeli subsidiary of Perion, which merged into Perion on June 30, 2020, executed a new loan facility, in the amount of $25,000. Proceeds of the loan facility were applied to refinancing of the existing debt as well as the debt of Undertone, a US subsidiary of Perion. ClientConnect's obligations under the facility were assumed by Perion in the context of the merger. Principal on the loan is payable in twelve equal quarterly instalments beginning March 2019 and maturing on December 31, 2021. The interest on the loan is at the rate of three-month LIBOR plus 5.7% per annum, payable quarterly. The credit facility is secured by liens on the assets of Perion and Undertone and is guaranteed by Undertone. The guarantee by Undertone is limited to $33,000. Financial covenants for the loan facility are tested at the level of Perion on a consolidated basis.

On March 8, 2021, the Company early repaid the full amount of its loan facility with bank Mizrachi of a principal amount of $8,333 together with the accumulated interest up to this date as per the agreement.

NOTE 10:
LEASES

NOTE 10: LEASES

In January 2014, the Company entered into a lease agreement for new corporate offices in Holon, Israel. The lease expires in January 2025, with an option by the Company to extend for 2two additional terms of 24 months each. The Company sublease part of the office to three different sub-tenants.

In June 2018, Undertonea US subsidiary entered into a lease agreement for its office at World Trade Center (WTC) New York. The lease expires in May 2026. Additionally, the Company may choose an early termination in 2024. The Company sublease the office to a sub-tenant which led to a decrease of $344 in 2022 on the value of its ROU asset. The decrease in ROU asset was recognized in the depreciation expenses.

In October 2022, a US subsidiary entered into an additional lease agreement for its office at World Trade Center (WTC) New York. The lease expires in December 2025.January 2019, the Company’s French subsidiary
Hivestack entered into a lease agreement for its office at Paris, France.in Montreal, Canada. The Company chose an early termination during December 2021.lease expires in September 2025.

Certain other facilities of the Company are rented under operating lease agreements, which expire on various dates, the latest of which is in 2023.2024. The Company recognizes rent expense under such arrangements on a straight-line basis.

The Company's capitalized operating lease agreements have remaining lease terms ranging from 0.67 year to 4.33 years.

The following table represents the weighted-average remaining lease term and discount rate:

Year ended

December 31, 2021

Weighted average remaining lease term

3.72 Years

Weighted average discount rate

7.67%

  
Year ended
December 31,
 
  
2023
  
2022
 
Weighted average remaining lease term
 
2.03 Years
  
2.94 Years
 
Weighted average discount rate
 
5.05%
  
5.23%
 
The discount rate was determined based on the estimated collateralized borrowing rate of the Company, adjusted to the specific lease term and location of each lease.

Maturities of operating lease liabilities were as follows:
Year ending December 31,
   
2024
 $
4,605
 
2025
  
2,851
 
2026
  
777
 
     
Total lease payments *)
 
$
8,233
 
     
Less – imputed interest
  
(587
)
     
Present value of lease liabilities
 
$
7,646
 
*) Total lease payments are not offset by $5,646 of expected non-cancelable future sublease payments.

F - 2933


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

Maturities of operating lease liabilities were as follows:

Year ending December 31,

 

 

 

2022

 

 

4,485

 

2023

 

 

4,104

 

2024

 

 

4,101

 

2025

 

 

2,057

 

Thereafter

 

 

622

 

 

 

 

 

 

Total lease payments *)

 

 

15,369

 

 

 

 

 

 

Less – imputed interest

 

 

(1,980

)

 

 

 

 

 

Present value of lease liabilities

 

$

13,389

 

NOTE 10:LEASES (Cont.)

*) Total lease payments have not been reduced by sublease rental payments of $5,838 due in the future under non-cancelable subleases.

Facilities leasing expenses, (net)net  in the years 2023, 2022 and 2021 2020were $1,993, $2,846, and 2019 were $4,441, $3,493, and $3,076$4,441 respectively. Out of which, Sublease income amounted to $2,838, $2,682$3,598, $2,533 and $2,213$2,838 in the years 2023, 2022 and 2021, 2020 and 2019, respectively.

Cash paid for amounts included in measurement of lease liabilities during the years ended 2023, 2022 and 2021 was $8,465.were $6,191, $5,880, and $8,465, respectively.

NOTE 11:COMMITMENT AND CONTINGENT LIABILITIES

a.Contingent purchase obligation

On November 30, 2012, the Company completed the acquisition of 100% of Sweet IM’s shares. Pursuant to the terms of the Share Purchase Agreement (“SPA”) between the Company and SweetIM, the Company was obligated to pay SweetIM's shareholders, among other payments, a payment of up to $7,500 in cash in May 2014 if certain milestones were met (the “Contingent Payment”). The milestones were based on the Company's GAAP revenues in 2013, and the absence of certain changes in the industry in which the Company operates. On May 28, 2014, the Company paid $2,500 in respect of the Contingent Payment. Following such payment, on June 22, 2014, SweetIM’s Shareholders’ representative notified the Company claiming that the Company owes SweetIM’s shareholders the entire Contingent Payment. In April 2015, pursuant to the SPA, an arbitration process with respect to this claim has commenced in Israel. Based on the August 2018 ruling of the arbitrator, the remaining balance of the Contingent Payment shall be paid to SweetIM's shareholders in 3 equal installments, the last of which was paid during January 2019.

b.Legal Matters

On December 22, 2015, Adtile Technologies Inc. filed a lawsuit against the Company and Intercept Interactive Inc. (“Intercept”), a subsidiary of Interactive Holding Corp., in the United States District Court for the District of Delaware. The lawsuit alleges various causes of action against Perion and Undertone related to Undertone’s alleged unauthorized use and misappropriation of Adtile’s proprietary information and trade secrets. Adtile is seeking injunctive relief and, unspecified monetary damages. On June 23, 2016, the court denied Adtile’s motion for a preliminary injunction. On June 24, 2016, the court (i) granted the Company’s motion to dismiss, and (ii) granted Intercept’s motion to stay the action and compel arbitration. In November 2017, the court dismissed the case for administrative reasons, since Adtile had not commenced arbitration proceedings. The Company is still unable to predict the outcome or range of possible loss as of the date of these financial statements, since to date Adtile had not commenced arbitration procedures. Regardless, the Company believes it has strong defenses against this lawsuit and intends to defend against it vigorously.

In addition, from time to time, the Company is party to other various legal proceedings, claims and litigation that arise in the ordinary course of business. It is the opinion of management that the ultimate outcome of these matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

F - 30


NOTE 11:
SHAREHOLDERS' EQUITY

PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


a.
Ordinary shares
U.S. dollars in thousands (except share and per share data)

NOTE 12:SHAREHOLDERS' EQUITY

a.Ordinary shares

The ordinary shares of the Company entitle their holders to voting rights, the right to receive cash dividend and the right to a share in excess assets upon liquidation of the Company.

b.Share Options, Restricted Share Units and Warrants

b.
Share Options, Restricted Share Units and Warrants
In 2003, the Company's Board of Directors approved the 2003 Equity Incentive Plan (the "Plan") for an initial term of ten years from adoption and on December 9, 2012, extended the term of the Plan for an additional ten years.years, and on November 8, 2022 the Company’s Board of Directors approved to extend the term of the Incentive Plan for an additional period of two years, expiring on December 9, 2024. On August 7, 2013, the Company’s Board of Directors approved amendments to the Plan which include the ability to grant RSUs and restricted shares.

The contractual term of the share options is generally no more than seven years and the vesting period of the options and RSUs granted under the Plan is between one and three years from the date of grant. The rights of the ordinary shares issued upon the exercise of share options or RSUs are identical to those of the other ordinary shares of the Company.

As of December 31, 2021,2023, there were 625,47783,848 ordinary shares reserved for future share-based awards under the Plan.

F - 34


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 11:
SHAREHOLDERS' EQUITY (Cont.)
The following table summarizes the activities for the Company’s service-based share options and RSUs for the year ended December 31, 2021:2023:

     
Weighted average
    
  
Number of options
and RSUs
  
Exercise price
  
Remaining
contractual term 

(in years)

  
Aggregate intrinsic
value
 
             
Outstanding at January 1, 2023
  
3,064,674
  
$
1.39
   
59.70
  
$
73,284
 
Granted
  
1,276,693
   
0.01
   
-
   
-
 
Exercised
  
(1,586,980
)
  
1.33
   
-
   
50,903
 
Cancelled
  
(261,106
)
  
0.12
   
-
   
-
 
Outstanding at December 31, 2023
  
2,493,281
  
$
0.84
   
66.70
  
$
74,862
 
                 
Exercisable at December 31, 2023
  
349,648
  
$
5.40
   
2.38
  
$
8,905
 
                 
Vested and expected to vest at December 31, 2023
  
2,489,358
  
$
0.89
   
73.59
  
$
140,704
 
    

Weighted average

    

 

 

Number of options

 

 

Exercise price

 

 

Remaining

contractual term

(in years)

 

 

Aggregate intrinsic

value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2021

 

 

4,527,047

 

 

$

3.24

 

 

 

21.79

 

 

$

42,942

 

Granted

 

 

1,567,323

 

 

 

1.22

 

 

 

-

 

 

 

-

 

Exercised

 

 

(2,219,157

)

 

 

3.11

 

 

 

-

 

 

 

39,395

 

Cancelled

 

 

(300,812

)

 

 

4.82

 

 

 

-

 

 

 

-

 

Outstanding at December 31, 2021

 

 

3,574,401

 

 

$

2.46

 

 

 

45.90

 

 

$

77,173

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2021

 

 

968,706

 

 

$

4.45

 

 

 

4.27

 

 

$

18,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest at December 31, 2021

 

 

3,432,075

 

 

$

2.54

 

 

 

2.13

 

 

$

73,693

 

The weighted-average grant-date fair value of options and RSUs granted during the years ended December 31, 2023, 2022 and 2021 2020was $35.65, $20.13, and 2019$18.55, respectively. The total fair value of options and RSUs, as their respective vesting dates, during the years ended December 31, 2023, 2022 and 2021 was $18.55, $3.14,$11,531, $10,008, and $1.75,$4,137, respectively.

 

The aggregate intrinsic value of the outstanding service-based equity grants at December 31, 2023, represents the intrinsic value of all outstanding options and RSUs since they were all in-the-money as of such date.

F - 3135


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

The aggregate intrinsic value of the outstanding share options at December 31, 2021, represents the intrinsic value of all outstanding options since they were all in-the-money as of such date.

The number of options expected to vest reflects an estimated forfeiture rate.

NOTE 11:
SHAREHOLDERS' EQUITY (Cont.)
The following table summarizes the activities for the Company’s performance-based share options and RSUs for the year ended December 31, 2021:2023:

     
Weighted average
    
  
Number of
Performance based
options and RSUs
  
Exercise price
  
Remaining  
contractual term
(in years)
  
Aggregate intrinsic
value
 
             
Outstanding at January 1, 2023
  
592,511
  
$
0.51
   
70.64
  
$
14,690
 
Granted
  
281,000
   
0.01
   
-
   
-
 
Exercised
  
(231,971
)
  
1.30
   
-
   
7,980
 
Cancelled
  
(109,512
)
  
0.01
   
-
   
-
 
                 
Outstanding at December 31, 2023
  
532,028
  
$
0.01
   
87.53
  
$
16,424
 
                 
Exercisable at December 31, 2023
  
-
   
-
   
-
   
-
 
                 
Vested and expected to vest at December 31, 2023
  
456,032
  
$
0.01
   
98.40
  
$
30,501
 

 

    Weighted average     

 

 

Number of
Performance based
options

  

Exercise price

  

Remaining
contractual term
(in years)

  

Aggregate intrinsic
value

 

 

                

Outstanding at January 1, 2021

  769,311  $2.78   40.53   7,653 

Granted

  436,963   0   -   - 

Exercised

  (15,000)  0   -   228 

Cancelled

  (287,374)  0   -   - 

 

                

Outstanding at December 31, 2021

  903,900  $2.37   46.16  $19,599 

 

                

Exercisable at December 31, 2021

  300,000  $5.35   5.58  $5,610 

 

                

Vested and expected to vest at December 31, 2021

  903,400  $2.37   2.50  $19,526 

The weighted-average grant-date fair value of options and RSUs granted during the year ended December 31, 2023, 2022 and 2021 was $34.18, $20.58 and 2020$20.03, respectively. The total fair value of options and RSUs, as their respective vesting dates, during the years ended December 31, 2023, 2022 and 2021 was $20.03$2,506, $2,434, and $3.12,$264, respectively. No performance-based options were granted during 2019.

The aggregate intrinsic value of the outstanding performance-based optionsequity grants at December 31, 2021,2023, represents the intrinsic value of all outstanding options and RSUs since they were all in-the-money as of such date.

The number of service-based and performance-based options and RSUs expected to vest reflects an estimated forfeiture rate.
The following table summarizes additional information regarding outstanding and exercisable service-based options and RSUs under the Company's Equity Incentive Plan as of December 31, 2023:

   

Outstanding

  

Exercisable

    
Range of 
exercise price
  
Number of 
options and 
RSUs
  
Weighted 
average
remaining 
contractual life
(years)
  
Weighted 
average
exercise price
  
Number of
 options and
RSUs
  
Weighted 
average
remaining
 contractual life
(years)
  
Weighted 
average
exercise price
 
                    
$
0.01
   
2,121,332
   
77.98
  
$
0.01
   
-
   
-
  
$
-
 
 
2.52 – 3.38
   
105,336
   
1.39
   
3.23
   
105,336
   
1.39
   
3.23
 
 
4.25 – 5.90
   
167,884
   
2.92
   
5.26
   
167,884
   
2.92
   
5.26
 
 
6.23 – 8.34
   
72,635
   
1.86
   
6.63
   
57,635
   
2.05
   
6.65
 
$
12.02 – 21.35
   
26,094
   
4.21
   
15.34
   
18,793
   
4.20
   
15.03
 
                           
     
2,493,281
   
66.70
  
$
0.84
   
349,648
   
2.38
  
$
5.40
 

F - 3236


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

The following table summarizes additional information regarding outstanding and exercisable service-based options under the Company's share Option Plan as of December 31, 2021:

NOTE 11:
SHAREHOLDERS' EQUITY (Cont.)
   Outstanding  Exercisable 
Range of exercise price  Number of options  Weighted average remaining contractual life (years)  Weighted average exercise price  Number of options  Weighted average remaining contractual life (years)  Weighted average exercise price 
                    
$0.01   2,009,425   78.46  $0.01   8,658   78.18  $0.01 
 2.52 – 3.38   521,053   3.01   3.16   456,651   2.94   3.16 
 4.23 – 5.90   493,433   4.45   5.01   287,651   4.02   4.92 
 6.23 – 8.34   450,989   4.49   6.77   214,413   4.45   6.72 
$12.02 – 21.35   99,501   6.24   16.28   1,333   6.11   12.02 
                           
     3,574,401   45.90  $2.46   968,706   4.27  $4.45 

The following table summarizes additional information regarding outstanding and exercisable performance-based options and RSUs under the Company's share Option Plan as of December 31, 2021:2023:

   

Outstanding

  

Exercisable

    
Range of 
exercise price
  
Number of 
options and
RSUs
  
Weighted 
average
remaining 
contractual life
(years)
  
Weighted  
average
exercise price
  
Number of 
options and
RSUs
  
Weighted 
average
remaining 
contractual life
(years)
  
Weighted 
average
exercise price
 
                    
$
0.01
   
532,028
   
87.53
  
$
0.01
   
-
   
-
  
$
-
 

 

 

 

Outstanding

 

 

Exercisable

     

 

Range of exercise price

 

 

Number of options

 

 

Weighted average remaining contractual
life (years)

 

 

Weighted average

exercise price

 

 

Number of options

 

 

Weighted average remaining contractual
life (years)

 

 

Weighted average

exercise price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.01

 

 

 

503,900

 

 

 

78.37

 

 

$

0.01

 

 

 

0

 

 

 

-

 

 

$

0

 

 

$

5.35

 

 

 

400,000

 

 

 

5.58

 

 

 

5.35

 

 

 

300,000

 

 

 

5.58

 

 

 

5.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

903,900

 

 

 

46.16

 

 

$

2.37

 

 

 

300,000

 

 

 

5.58

 

 

$

5.35

 

 

The Company recognized share-based compensation expenses related to its share-based awards in the consolidated statements of operationsincome as follows:

 

 

Year ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

$

171

 

 

$

102

 

 

$

164

 

Research and development

 

 

946

 

 

 

887

 

 

 

488

 

Selling and marketing

 

 

3,248

 

 

 

1,898

 

 

 

515

 

General and administrative

 

 

2,620

 

 

 

1,560

 

 

 

1,126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

6,985

 

 

$

4,447

 

 

$

2,293

 

  
Year ended December 31,
 
  
2023
  
2022
  
2021
 
          
Cost of revenue
 
$
919
  
$
446
  
$
171
 
Research and development
  
2,745
   
2,129
   
946
 
Selling and marketing
  
6,995
   
4,528
   
3,248
 
General and administrative
  
4,931
   
4,467
   
2,620
 
             
Total
 
$
15,590
  
$
11,570
  
$
6,985
 
As of December 31, 2021,2023, there was $16,293$25,665 of unrecognized compensation cost related to outstanding options.options and RSUs. These amounts are expected to be recognized over a weighted-average period of 1.591.58 years related to outstanding options.options and RSUs. To the extent the actual forfeiture rate is different from what has been estimated, share-based compensation related to these awards will differ from the initial expectations.

F - 3337


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

c.

NOTE 12:
FINANCIAL INCOME (EXPENSE), NETAs part of the acquisition of Undertone, the Company granted warrants to purchase 66,666 ordinary shares, at a weighted average exercise price of $9.09 per share, to a third-party vendor that provides development services to Undertone. The warrants were exercisable until December 27, 2020 and wasn’t exercised by this date. No expense incurred in 2020. The total expense incurred in 2019 was $59.

 

NOTE 13:FINANCIAL INCOME (EXPENSE), NET

  
Year ended December 31,
 
  
2023
  
2022
  
2021
 
          
Financial income:
         
Interest income
 
$
20,728
  
$
4,993
  
$
539
 
Amortization/accretion of premium/discount on marketable securities, net
  
1,147
   
-
   
-
 
  
$
21,875
  
$
4,993
  
$
539
 
             
Financial expense:
            
Foreign currency translation losses
 
$
(567
)
 
$
(264
)
 
$
(528
)
Interest expense on debts
  
-
   
-
   
(119
)
Bank charges and other
  
(357
)
  
(227
)
  
(473
)
  
$
(924
)
 
$
(491
)
 
$
(1,120
)
             
Financial income (expense), net
 
$
20,951
  
$
4,502
  
$
(581
)

 

 

Year ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

Financial income:

 

 

 

 

 

 

 

 

 

Interest income

 

$

539

 

 

$

287

 

 

$

624

 

Change in fair value of SWAP

 

 

0

 

 

 

0

 

 

 

380

 

Other

 

 

0

 

 

 

45

 

 

 

147

 

 

 

$

539

 

 

$

332

 

 

$

1,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial expense:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation losses

 

$

(528

)

 

$

(1,537

)

 

$

(950

)

Interest expense on debts

 

 

(119

)

 

 

(1,045

)

 

 

(2,334

)

Change in fair value of convertible debt

 

 

0

 

 

 

0

 

 

 

(600

)

Bank charges and other

 

 

(473

)

 

 

(388

)

 

 

(737

)

 

 

$

(1,120

)

 

$

(2,970

)

 

$

(4,621

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial expense, net

 

$

(581

)

 

$

(2,638

)

 

$

(3,470

)

NOTE 14:INCOME TAXES

a.Income before taxes on income
NOTE 13:
INCOME TAXES
a.
Income before taxes on income
Income before taxes on income is comprised as follows:
 
 
Year ended December 31,
  
Year ended December 31,
 
 
2021
 
2020
 
2019
  
2023
 
2022
 
2021
 
              
Domestic
 
$
38,854
 
$
12,175
 
$
21,095
  
$
129,676
 
$
106,634
 
$
38,854
 
Foreign
  
6,461
   
(2,560
)
  
(6,557
)
  
8,015
  
7,030
  
6,461
 
              
Total
 
$
45,315
 
$
9,615
 
$
14,538
  
$
137,691
 
$
113,664
 
$
45,315
 

F - 3438


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

b.Taxes on income

NOTE 13:
INCOME TAXES (Cont.)
b.
Taxes on income
Taxes on income are comprised as follows:
 
 
Year ended December 31,
  
Year ended December 31,
 
 
2021
 
2020
 
2019
  
2023
 
2022
 
2021
 
              
Current taxes
 
$
7,891
 
$
2,498
 
$
3,816
  
$
21,623
 
$
16,758
 
$
7,891
 
Deferred tax benefit
 
(734
)
 
(1,525
)
 
(2,758
)
Taxes in respect of previous years
 
1,476
  
6
  
(129
)
  
(611
)
  
(794
)
  
1,476
 
Deferred tax benefit
  
(2,758
)  
(3,114
)
  
(2,042
)
              
Total
 
$
6,609
  
$
(610
)
 
$
1,645
  
$
20,278
 
$
14,439
 
$
6,609
 
Taxes on income by jurisdiction were as follows:
 
 
Year ended December 31,
  
Year ended December 31,
 
 
2021
  
2020
 
2019
  
2023
 
2022
 
2021
 
               
Domestic
 
$
8,060
  
$
1,031
  
$
3,055
  
$
19,466
 
$
14,378
 
$
8,060
 
Foreign
  
(1,451
)
  
(1,641
)
  
(1,410
)
  
812
  
61
  
(1,451
)
                
Total
 
$
6,609
  
$
(610
)
 
$
1,645
  
$
20,278
 
$
14,439
 
$
6,609
 
                
Domestic:
                
Current taxes
 
$
7,447
  
$
1,466
  
$
3,519
  
$
21,106
 
$
15,938
 
$
7,447
 

Deferred tax benefit

 
(980
)
 
(984
)
 
(197
)
 
(1,594
)
 
(860
)
 
(980
)
Taxes in respect of previous years
  
1,593
   
549
   
(267
)
  
(46
)
  
(700
)
  
1,593
 
                
Total - Domestic
 
$
8,060
  
$
1,031
  
$
3,055
  
$
19,466
 
$
14,378
 
$
8,060
 
                
Foreign:
         
Foreign:
       
Current taxes
 
$
444
  
$
1,032
  
$
297
  
$
517
 
$
820
 
$
444
 
Deferred tax benefit
 
(1,778
)
 
(2,130
)
 
(1,845
)
Deferred tax expense (benefit)
 
860
 
(665
)
 
(1,778
)
Taxes in respect of previous years
  
(117
)
  
(543
)
  
138
   
(565
)
  
(94
)
  
(117
)
                
Total - Foreign
 
$
(1,451
)
 
$
(1,641
)
 
$
(1,410
)
 
$
812
 
$
61
 
$
(1,451
)
                
Total income tax expense (benefit)
 
$
6,609
  
$
(610
)
 
$
1,645
 
Total income tax expense
 
$
20,278
 
$
14,439
 
$
6,609
 

F - 3539


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 13:
INCOME TAXES (Cont.)
c.Deferred Taxes
Deferred Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s deferred tax assets and liabilities are as follows:
 
  
December 31,
 
  
2021
  
2020
 
Deferred tax assets:
      
Net operating loss and other losses carry forwards
 
$
4,955
  
$
4,049
 
Research and development
  
3,629
   
2,287
 
Intangible assets
  
(3,251
)
  
1,476
 
Other temporary differences mainly relating to reserve and allowances
  
2,539
   
1,553
 
Deferred tax assets, before valuation allowance
 
$
7,872
  
$
9,365
 
Valuation allowance
  
2,644
   
2,254
 
Total deferred tax assets, net
 
$
5,228
  
$
7,111
 
         
Domestic:
        

Long term deferred tax asset (liability), net

 
$
(732
)
 

$

2,034
 
  
$
(732
) 
$
2,034
 
         

Foreign:

        

Long term deferred tax asset, net

 
$
5,960
  
$
5,077
 
  
$
5,960
  
$
5,077
 
         
Total deferred tax asset, net
 
$
5,228
  
$
7,111
 
  
December 31,
 
  
2023
  
2022
 
Deferred tax assets:
      
Net operating loss and other losses carry forwards
 
$
6,077
  
$
5,912
 
Research and development
  
3,345
   
3,278
 
Other temporary differences mainly relating to reserve and allowances
  
3,520
   
2,943
 
Deferred tax assets, before valuation allowance
 
$
12,942
  
$
12,133
 
Deferred tax liability:
        
Intangible assets
 
$
(6,643
)
 
$
(3,895
)
Deferred tax liability, before valuation allowance
 
$
(6,643
)
 
$
(3,895
)
         
Valuation allowance
  
(2,119
)
  
(2,459
)
Total deferred tax assets, net
 
$
4,180
  
$
5,779
 
         
Domestic:
        
Long term deferred tax asset (liability), net
 
$
722
  
$
(791
)
  
$
722
  
$
(791
)
Foreign:
        
Long term deferred tax asset, net
 
$
3,458
  
$
6,570
 
  
$
3,458
  
$
6,570
 
         
Total deferred tax asset, net
 
$
4,180
  
$
5,779
 
The $390$185 and $340 change in the total valuation allowance for the year ended December 31, 2021,2022 and 2023, respectively, relates to the projected utilization of certain operating loss carry-forwards and temporary differences for which a full valuation allowance was previously recorded.

F - 3640


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 13:
INCOME TAXES (Cont.)
d.Reconciliation of the Company’s effective tax rate to the statutory tax rate in Israel
Reconciliation of the Company’s effective tax rate to the statutory tax rate in Israel
A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense as reported in the statement of income is as follows:
 
Year ended December 31,
  
Year ended December 31,
 
 
2021
 
2020
 
2019
  
2023
 
2022
 
2021
 
              
Income before taxes on income
 
$
45,315
  
$
9,615
  
$
14,538
  
$
137,691
 
$
113,664
 
$
45,315
 
Statutory tax rate in Israel
  
23.0
%
  
23.0
%
  
23.0
%
  
23.0
%
  
23.0
%
  
23.0
%
Theoretical tax expense
 
$
10,422
  
$
2,211
  
$
3,344
  
$
31,669
 
$
26,143
 
$
10,422
 
                
Increase (decrease) in tax expenses resulting from:
                
"Preferred Enterprise" benefits *
 
(5,610
)
 
(1,701
)
 
(2,973
)
 
(15,753
)
 
(11,255
)
 
(5,610
)
Non-deductible expenses
 
710
  
2,409
  
374
  
3,683
 
(229
)
 
710
 
Tax adjustment in respect of different tax rate of foreign subsidiaries
 
226
  
228
  
397
  
407
 
313
 
226
 
Deferred taxes related to prior years
 
(922
)
 
(1,576
)
 
0
  
667
 
(55
)
 
(922
)

Previous years taxes

 
1,476
  
(147
)
    
42
 
(136
)
 
1,476
 
Change in valuation allowance
 
390
  
(2,097
)
 
421
  
(340
)
 
(185
)
 
390
 
Other
  
(83
)  
63
   
82
   
(97
)
  
(157
)
  
(83
)
                
Taxes on income
 
$
6,609
  
$
(610
)
 
$
1,645
  
$
20,278
 
$
14,439
 
$
6,609
 
         

* Benefit per ordinary share from "Preferred Enterprise" status:

 
          
Basic
 
$
0.16
  
$
0.06
  
$
0.11
 
Diluted
 
$
0.15
  
$
0.06
  
$
0.11
 
e.Income tax rates
* Benefit per ordinary share from "Preferred Enterprise" status:
Basic
 
$
0.33
  
$
0.25
  
$
0.16
 
Diluted
 
$
0.31
  
$
0.23
  
$
0.15
 
e.
Income tax rates
Taxable income of Israeli companies was generally subject to corporate tax at the rate of 23% in 2021, 20202023, 2022 and 2019.2021. However, the effective tax rate payable by a company that derives income from a Preferred Enterprise or a Preferred Technological Enterprise (as discussed below) may be considerably lower.
Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence.

F - 41


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 13:
INCOME TAXES (Cont.)
Deferred taxes were not provided for undistributed earnings of the Company’s foreign subsidiaries. Currently, the Company does not intend to distribute any amounts of its undistributed earnings as dividends. Accordingly, no deferred income taxes have been provided in respect of these subsidiaries. If these earnings were distributed to Israel in the form of dividends or otherwise, the Company would be subject to additional Israeli income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes. The amount of undistributed earnings of foreign subsidiaries is immaterial.

F - 37


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
f.Law for the Encouragement of Capital Investments, 1959
Law for the Encouragement of Capital Investments, 1959
The Law for Encouragement of Capital Investments, 1959 (the "Investment Law") provides tax benefits for Israeli companies meeting certain requirements and criteria. The Investment Law has undergone certain amendments and reforms in recent years.
The Israeli parliament enacted a reform to the Investment Law, effective January 2011 (which was amended in August 2013). According to the reform, a flat rate tax applies to Preferred Income of companies eligible for the "Preferred Enterprise" status. In order to be eligible for Preferred Enterprise status, a company must meet minimum requirements to establish that it contributes to the country’s economic growth and is a competitive factor for the gross domestic product.
The Company’s Israeli operations elected “Preferred Enterprise” status, starting in 2011.
Benefits granted to a Preferred Enterprise include reduced tax rates. As part of the Economic Efficiency Law (Legislative Amendments for Accomplishment of Budgetary Targets for Budget Years 2017-2018), 5777-2016, the tax rate is 16% for all areas other than Development Area A (which was 7.5% from 2017 onward).
A distribution from a Preferred Enterprise out of the "Preferred Income" would be subject to 20% withholding tax for Israeli-resident individuals and non-Israeli residents (subject to applicable treaty rates), for dividends which are distributed on or after January 1, 2014 and from “Preferred Income” that was produced or accrued after such date. A distribution from a Preferred Enterprise out of the "Preferred Income" would be exempt from withholding tax for an Israeli-resident company.
g.
Technological Enterprise Incentives Regime (Amendment 73 to the Investment Law)
g.The New Technological Enterprise Incentives Regime (Amendment 73 to the Investment Law)
In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which includes Amendment 73 to the Law for the Encouragement of Capital Investments ("Amendment 73") was published and came into effect in May 2017 when regulations were promulgated by the Finance Ministry to implement the "Nexus Principles" based on OECD guidelines published as part of the Base Erosion and Profit Shifting (BEPS) project.2017. According to Amendment 73, a Preferred Technological Enterprise, as defined in Amendment 73, with total consolidated revenuesrevenue of less than NIS 10 billion, shall be subject to 12% tax rate on income derived from intellectual property (in development area A—a tax rate of 7.5%). In order to qualify as a Preferred Technological Enterprise certain criteria must be met, such as a minimum ratio of annual R&D expenditure and R&D employees, as well as having at least 25% of annual revenuesrevenue derived from exports.
Any dividends distributed from income from the preferred technological enterprises will be subject to tax at a rate of 20%. Amendment 73 further provides that, in certain circumstances, a dividend distributed to a foreign corporate shareholder, would be subject to a 4% tax rate (if the percentage of foreign shareholders exceeds 90%).

F - 42


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 13:
INCOME TAXES (Cont.)

The Company assessed the criteria for qualifying as a “Preferred Technological Enterprise,” status and concluded that the Company and certain of its Israeli subsidiaries are eligible to the above-mentioned benefits.

F - 38


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)
h.Uncertain tax positions
Uncertain tax positions
A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows:
  
December 31,
 
  
2021
  
2020
 
       
Balance at the beginning of the year
 
$
4,525
  
$
4,232
 

Increase related to prior year tax positions, net

  
1,285
   
293
 

Increase related to current year tax positions, net

  
1,118
   
0
 
         
Balance at the end of the year
 
$
6,928
  
$
4,525
 
  
December 31,
 
  
2023
  
2022
 
       
Balance at the beginning of the year
 
$
9,400
  
$
6,928
 
Decrease related to prior year tax positions, net
  
(755
)
  
(590
)
Increase related to current year tax positions, net
  
4,077
   
3,062
 
         
Balance at the end of the year
 
$
12,722
  
$
9,400
 
In 2021,2023, the Company recognizes interest accrued related to unrecognized tax benefits and penalties in tax expenses. The Company had $834$910 and $1,017$975 for the payment of interest and penalties accrued at December 31, 2021,2023, and 2020,2022, respectively which are included in the balance at the end of the year.
As of December 31, 2023, the total amount of gross uncertain tax benefits was $12,722, out of which an amount of $11,972, if recognized, would affect the Company’s effective tax rate.
The Company does not expect uncertain tax positions to change significantly over the next 12 months, except in the case of settlements with tax authorities, the likelihood and timing of which are difficult to estimate.
The Company believes that it has adequately provided for any reasonably foreseeable outcome related to tax audits and settlements, although the final tax outcome of its tax audits could be different from that which is reflected in the Company's income tax provisions and accruals. Such differences could have a material effect on the Company's income tax provision and net income in the period in which such determination is made.
The Company’s tax assessments in Israel and the U.S. Federal for tax years prior to 20162018 and 20172020 respectively are considered final. The Company has net operating losses in the U.S. from prior tax periods beginning in 20112015 which may be subject to examination upon utilization in future tax periods.
i.
Tax loss carry-forwards
i.Tax loss carry-forwards

As of December 31, 2021,2023, the Company’s U.S. subsidiaries have Federal net operating loss carry-forwards of $6,752$8,549 and States net operating loss carry-forwards of $5,883.$9,491. Net operating losses generated in fiscal years prior to 2018 in the U.S. may be carried forward through periods which will expire in the years starting from 2031 up to 2035. Net operating losses generated in 2018 and subsequent years in the U.S. may be carried forward indefinitely for Federal tax purposes yet are subject to certain limitations. Different states have varying rules regarding utilization and expiration of net operating losses. Utilization of U.S. net operating losses may be subject to substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of net operating losses before utilization.

F - 43


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 13:
INCOME TAXES (Cont.)
As of December 31, 2021,2023, the Company’s European subsidiaries have net operating loss carry-forwards of $7,293$6,164 which may be carried forward indefinitely.

The Company has accumulated net operating losses for Israeli tax purposes as of December 31, 2021,2023, in the amount of approximately $8,534$2,560 which may be carried forward and offset against taxable income in the future for an indefinite period. The net operating losses may be offset against taxable income annuallyin 2024 with a limitation of up to 20% of the total accumulated losses but not more than 50% of the Company's taxable income. The limitation applies during the years 2020-2024. In addition, the Company has accumulated capital losses for tax purposes as of December 31, 2021,2023, of approximately $1,643,$1,187, which may be carried forward and offset against taxable capital gains in the future for an indefinite period but are limited as stated above.

j.US Tax Reform:
US Tax:
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”). The TCJA makes broad and complex changes to the Code. 

In March 2020, in response to the COVID-19 pandemic the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted. The CARES Act comprises of a spending package and tax reliefs in order to reduce the impact of the pandemic. The tax portion of the CARES Act includes several corporate tax relief provisions such as: eliminating the taxable income limitation and allowing carryback to the prior 5 years for net operating losses (“NOLs”) arising in 2018, 2019 and 2020; increasing the business interest deduction limitation from 30% to 50%; accelerated refunds of AMT credits and other provisions.

F - 3944


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 14:

EARNINGS PER SHARE

NOTE 15:EARNINGS PER SHARE

The table below presents the computation of basic and diluted net earnings per common share:

  

Year ended December 31,

 

 

2021

 

 

2020

 

 

2019

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income attributable to ordinary shares - basic

 

$

38,706

 

 

$

10,225

 

 

$

12,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income - diluted

 

$

38,706

 

 

$

10,225

 

 

$

12,893

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Number of ordinary shares outstanding during the year

 

 

34,397,134

 

 

 

26,687,145

 

 

 

25,965,357

 

Weighted average effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Employee options and restricted share units

 

 

3,432,591

 

 

 

2,110,602

 

 

 

392,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted number of ordinary shares outstanding

 

 

37,829,725

 

 

 

28,797,747

 

 

 

26,357,585

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net earnings per ordinary share

 

$

1.13

 

 

$

0.38

 

 

$

0.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net earnings per ordinary share

 

$

1.02

 

 

$

0.36

 

 

$

0.49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Potential ordinary shares equivalents excluded because their effect would have been anti-dilutive  

 

 

1,035,307

 

 

 

3,178,024

 

 

 

4,087,559

 
 
  
Year ended December 31,
 
  
2023
  
2022
  
2021
 
Numerator:
         
Net income attributable to ordinary shares – basic and diluted
 
$
117,413
  
$
99,225
  
$
38,706
 
             
Denominator:
            
Number of ordinary shares outstanding during the year
  
47,128,232
   
44,871,149
   
34,397,134
 
Weighted average effect of dilutive securities:
            
Employee options and restricted share units
  
2,945,753
   
3,200,489
   
3,432,591
 
             
Diluted number of ordinary shares outstanding
  
50,073,985
   
48,071,638
   
37,829,725
 
             
Basic net earnings per ordinary share
 
$
2.49
  
$
2.21
  
$
1.13
 
             
Diluted net earnings per ordinary share
 
$
2.34
  
$
2.06
  
$
1.02
 
             
Potential ordinary shares equivalents excluded because their effect would have been anti-dilutive
  
-
   
456,696
   
1,035,307
 

NOTE 15:

MAJOR CUSTOMERS

NOTE 16:MAJOR CUSTOMERS

A substantial portion of the Company's revenue is derived from search fees and online advertising, the market for which is highly competitive and rapidly changing. Significant changes in this industry or in customer buying behavior would adversely affect the Company’s operating results.

The following table sets forth the customers that represent 10% or more of the Company’s total revenuesrevenue in each of the years presented below:

 
Year ended December 31,
  
2023
 
2022
 
2021
         
Customer A
 
34%
  
35%
  
37%
Customer B
 
11%
  
Less than 10%
  
Less than 10%

 

 

Year ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

Customer A

 

 

37%

 

 

 

51%

 

 

 

63%

 

F - 4045


PERION NETWORK LTD. AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


U.S. dollars in thousands (except share and per share data)

NOTE 16:

GEOGRAPHIC INFORMATION

NOTE 17:GEOGRAPHIC INFORMATION

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the Chief Operating Decision Maker, who is the Chief Executive Officer, in deciding how to allocate resources and assessing performance. Over the past few years, the Company has completed several acquisitions. These acquisitions have allowed the Company to expand its offerings, presence and reach in various markets. While the Company has offerings in multiple enterprise markets, the Company’s business operates in one segment which is the High Impact Advertising solutions, and the Company’s Chief Operating Decision Maker evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis.

The following table presents the total revenuesrevenue for the years ended December 31, 2021, 20202023, 2022 and 2019,2021, allocated to the geographic areas in which they were generated:

 

 

Year ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

North America (mainly U.S.)

 

$

423,571

 

 

$

272,220

 

 

$

195,903

 

Europe

 

 

48,109

 

 

 

49,222

 

 

 

50,669

 

Other

 

 

6,818

 

 

 

6,621

 

 

 

14,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

478,498

 

 

$

328,063

 

 

$

261,450

 

  
Year ended December 31,
 
  
2023
  
2022
  
2021
 
          
U.S.
 
$
638,748
  
$
536,331
  
$
413,415
 
Other
  
104,407
   
103,925
   
65,083
 
             
  
$
743,155
  
$
640,256
  
$
478,498
 
The total revenues arerevenue is attributed to geographic areas based on the location of the end-users.

The following table presents the locations of the Company’s long-lived assets as of December 31, 20212023 and 2020:

2022:

 

December 31,

 

December 31,
 

 

2021

 

2020

 

2023
 
2022
 

 

 

 

 

 

     

Israel

 

$

8,049

 

$

11,343

 

 
$
3,900
 
$
6,176
 

U.S.

 

7,524

 

10,157

 

 
5,785
 
7,427
 

Europe

 

 

216

 

 

5,536

 

  
103
  
138
 

 

 

 

 

 

     

 

$

15,789

 

$

27,036

 

 $
9,788
 
$
13,741
 

NOTE 17:

SUBSEQUENT EVENTS

In February 2024, the Company’s board of directors approved a shares repurchase plan for an aggregate amount of up to $50,000, which, as of the date of this report, has been increased to a total of up to $75,000. The program is subject to the issuance of the Company’s audited annual financial report for the year 2023.

F - 4146


ITEM 19.EXHIBITS:19.EXHIBITS:
 
   
Incorporation by Reference
Exhibit No.
 
Description
Form
File No.
Exhibit No.
Filing Date
Filed / Furnished
     
*
     
*
     
*
 
20-F
000-51694
4.1
April 29, 2013
 
 
6-k
000-51694
99.9
October 15, 2013
 
     
*
 
20-F
000-51694
4.16
March 19, 2019
 
 
20-F
000-51694
4.17
March 27, 2018
 
 
20-F
000-51694 
4.6
March 25, 2021
 
 
20-F
000-51694 
4.7
March 25, 2021
 
 
20-F
000-51694 
4.8
March 16, 2020
 
     
*
     
*
     
*
     
**
     
**
     
*
101.INS
 
Inline XBRL Instance Document
101.SCH
 
Inline XBRL Taxonomy Extension Schema Document
101.CAL
 
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
Inline XBRL Taxonomy Definition Linkbase Document
101.LAB
 
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**
 
Inline XBRL for the cover page of this Annual Report on Form 20-F (embedded within the Inline XBRL document)
   
Incorporation by Reference
Exhibit No.
 
Description
Form
File No.
Exhibit No.
Filing Date
Filed / Furnished
 
20-F
000-51694
1.1
March 16, 2022
 
 
20-F
000-51694
1.2
March 16, 2022
 
     
*
 
20-F
000-51694
4.1
April 29, 2013
 
 
20-F
000-51694
4.2
March 15, 2023
 
 
20-F
000-51694
4.3
March 15, 2023
 
 
20-F
000-51694
4.17
March 27, 2018
 
 
20-F
000-51694
4.6
March 25, 2021
 
 
20-F
000-51694
4.7
March 25, 2021
 
 
20-F
000-51694
4.8
March 16, 2020
 
     
*
     
*
     
*
     
*
     
**
     
**
     
*
101.INS
 
Inline XBRL Instance Document
101.SCH
 
Inline XBRL Taxonomy Extension Schema Document
101.CAL
 
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
Inline XBRL Taxonomy Definition Linkbase Document
101.LAB
 
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**
 
Inline XBRL for the cover page of this Annual Report on Form 20-F (embedded within the Inline XBRL document)
_________________
 
*
Filed herewith.
**
Furnished herewith.
***
Certain confidential information contained in this document, marked by brackets, was omitted because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. “[***]” indicates where the information has been omitted from this exhibit.
Indicates management contract or compensatory plan or arrangement.

8698


 
SIGNATURES
 
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
 
PERION NETWORK LTD.
 
    
 
By:
/s/ Doron GerstelTal Jacobson
 
  
Name: Doron GerstelTal Jacobson
 
  
Title: Chief Executive Officer
 
    
 
By:
/s/ Maoz Sigron
 
  
Name: Maoz Sigron
 
  
Title: Chief Financial Officer
 
 
Date: March 16, 2022April 8, 2024

8799