Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2021 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Perion Network Ltd. |
Entity Central Index Key | 0001338940 |
Current Fiscal Year End Date | --12-31 |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2021 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2021 |
Entity File Number | 000-51694 |
Entity Address, Address Line One | 1 Azrieli Center, Building A, 4th Floor |
Entity Address, Address Line Two | 26 HaRokmim Street |
Entity Address, City or Town | Holon |
Entity Address Country | IL |
Entity Address, Postal Zip Code | 5885849 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 58,154 | $ 47,656 |
Restricted cash | 1,222 | 1,222 |
Short-term bank deposits | 83,000 | 12,700 |
Accounts receivable (net of allowance of $730 and $694 at June 30, 2021 and December 31, 2020, respectively) | 67,641 | 81,221 |
Prepaid expenses and other current assets | 6,432 | 4,560 |
Total Current Assets | 216,449 | 147,359 |
Long-Term Assets: | ||
Property and equipment, net | 5,463 | 6,770 |
Operating lease right-of-use assets | 13,936 | 20,266 |
Intangible assets, net | 21,678 | 24,376 |
Goodwill | 152,303 | 152,303 |
Deferred taxes | 6,788 | 7,111 |
Other assets | 346 | 496 |
Total Long-Term Assets | 200,514 | 211,322 |
Total Assets | 416,963 | 358,681 |
Current Liabilities: | ||
Accounts payable | 75,141 | 72,498 |
Accrued expenses and other liabilities | 17,902 | 21,188 |
Short-term operating lease liability | 4,395 | 4,514 |
Short-term loans and current maturities of long-term loans | 8,333 | |
Deferred revenues | 4,317 | 5,711 |
Short-term payment obligation related to acquisitions | 30,192 | 7,869 |
Total Current Liabilities | 131,947 | 120,113 |
Long-Term Liabilities: | ||
Payment obligation related to acquisition | 5,059 | 30,035 |
Long-term operating lease liability | 11,271 | 17,698 |
Other long-term liabilities | 7,445 | 6,713 |
Total Long-Term Liabilities | 23,775 | 54,446 |
Total Liabilities | 155,722 | 174,559 |
Shareholders' Equity: | ||
Ordinary shares of ILS 0.03 par value - Authorized: 43,333,333 shares; Issued: 34,541,150 and 27,467,313 as of June 30, 2021 and, December 31, 2020 respectively; Outstanding: 34,425,811 and 27,351,974 shares as of June 30, 2021 and, December 31, 2020, respectively | 287 | 224 |
Additional paid-in capital | 318,690 | 251,933 |
Treasury shares at cost (115,339 shares as of June 30, 2021 and December 31, 2020) | (1,002) | (1,002) |
Accumulated other comprehensive gain | 22 | 112 |
Accumulated deficit | (56,756) | (67,145) |
Total Shareholders' Equity | 261,241 | 184,122 |
Total Liabilities and Shareholders' Equity | $ 416,963 | $ 358,681 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Jun. 30, 2021USD ($)shares | Jun. 30, 2021₪ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020₪ / shares |
Statement of Financial Position [Abstract] | ||||
Accounts receivable, allowance for doubtful accounts | $ | $ 730 | $ 694 | ||
Ordinary shares, par value per share | ₪ / shares | ₪ 0.03 | ₪ 0.03 | ||
Ordinary shares, shares authorized | 43,333,333 | 43,333,333 | ||
Ordinary shares, shares issued | 34,541,150 | 27,467,313 | ||
Ordinary shares, shares outstanding | 34,425,811 | 27,351,974 | ||
Treasury shares | 115,339 | 115,339 |
INTERIM CONSOLIDATED STATEMENTS
INTERIM CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||
Display and Social Advertising | $ 96,166 | $ 42,407 |
Search Advertising and other | 103,328 | 83,987 |
Total Revenues | 199,494 | 126,394 |
Costs and Expenses: | ||
Cost of revenues | 11,595 | 10,646 |
Traffic acquisition costs and media buy | 121,086 | 72,939 |
Research and development | 17,473 | 14,329 |
Selling and marketing | 23,484 | 17,920 |
General and administrative | 8,760 | 7,520 |
Depreciation and amortization | 4,377 | 4,553 |
Total Costs and Expenses | 186,775 | 127,907 |
Income (Loss) from Operations | 12,719 | (1,513) |
Financial expense, net | 105 | 733 |
Income (Loss) before Taxes on income | 12,614 | (2,246) |
Taxes on income (benefit) | 2,225 | (1,341) |
Net Income (Loss) | $ 10,389 | $ (905) |
Net Earnings (loss) per Share | ||
Basic | $ 0.31 | $ (0.03) |
Diluted | $ 0.29 | $ (0.03) |
Weighted average number of shares | ||
Basic | 33,116,072 | 26,546,844 |
Diluted | 36,289,802 | 26,546,844 |
INTERIM CONSOLIDATED STATEMENT
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income (Loss) | $ 10,389 | $ (905) |
Other comprehensive loss: | ||
Change in foreign currency translation | (104) | (87) |
Cash Flow Hedge: | ||
Unrealized gain from cash-flow hedges, net of taxes | 3 | 429 |
Less: reclassification adjustment for net losses included in net income | 11 | 26 |
Net change | 14 | 455 |
Other comprehensive income (loss): | (90) | 368 |
Comprehensive Income (Loss) | $ 10,299 | $ (537) |
INTERIM STATEMENTS OF CHANGES I
INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common stock [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive income (loss) [Member] | Accumulated deficit [Member] | Treasury shares [Member] | Total | |
Balance at Dec. 31, 2019 | $ 213 | $ 243,211 | $ 130 | $ (77,370) | $ (1,002) | $ 165,182 | |
Balance, shares at Dec. 31, 2019 | 26,242,459 | ||||||
Stock-based compensation | 4,447 | 4,447 | |||||
Proceeds from exercise of stock-based compensation | $ 11 | 4,275 | 4,286 | ||||
Proceeds from exercise of stock-based compensation, shares | 1,109,515 | ||||||
Other comprehensive loss | (18) | (18) | |||||
Net loss | 10,225 | 10,225 | |||||
Balance at Dec. 31, 2020 | $ 224 | 251,933 | 112 | (67,145) | (1,002) | $ 184,122 | |
Balance, shares at Dec. 31, 2020 | 27,351,974 | 27,351,974 | |||||
Offering of ordinary shares | [1] | $ 52 | 60,908 | $ 60,960 | |||
Offering of ordinary shares, shares | [1] | 5,738,500 | |||||
Stock-based compensation | 1,989 | 1,989 | |||||
Proceeds from exercise of stock-based compensation | $ 11 | 3,860 | 3,871 | ||||
Proceeds from exercise of stock-based compensation, shares | 1,335,337 | ||||||
Other comprehensive loss | (90) | (90) | |||||
Net loss | 10,389 | 10,389 | |||||
Balance at Jun. 30, 2021 | $ 287 | $ 318,690 | $ 22 | $ (56,756) | $ (1,002) | $ 261,241 | |
Balance, shares at Jun. 30, 2021 | 34,425,811 | 34,425,811 | |||||
[1] | Net of issuance expenses |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net Income (loss) | $ 10,389 | $ (905) | $ 10,225 |
Adjustments required to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 4,377 | 4,553 | |
Stock based compensation expense | 1,989 | 1,941 | |
Foreign currency translation | (89) | (47) | |
Accrued interest, net | (167) | ||
Deferred taxes, net | 295 | (1,952) | |
Accrued severance pay, net | 198 | 33 | |
Loss (gain) from sale of property and equipment | (11) | 84 | |
Net changes in operating assets and liabilities | |||
Accounts receivable, net | 13,547 | 5,510 | |
Prepaid expenses and other current assets | (1,689) | 44 | |
Other assets | 101 | 125 | |
Operating Lease right-of-use assets | 6,234 | 1,694 | |
Operating Lease liabilities | (6,448) | (1,827) | |
Accounts payable | 2,647 | (9,270) | |
Accrued expenses and other liabilities | (2,672) | (285) | |
Deferred revenues | (1,390) | (250) | |
Payment obligation related to acquisition | 785 | 3,199 | |
Net cash provided by operating activities | 28,096 | 2,647 | |
Cash flows from investing activities: | |||
Purchases of property and equipment, net of sales | (355) | (113) | |
Short-term deposits, net | (70,300) | 6,362 | |
Cash paid in connection with acquisitions, net of cash acquired | (3,438) | (16,145) | |
Obligation in connection with acquisitions | 2,349 | ||
Net cash used in investing activities | (74,093) | (7,547) | |
Cash flows from financing activities: | |||
Proceeds from follow-on offering, net | 60,960 | ||
Proceeds from exercise of stock-based compensation | 3,871 | 1,741 | |
Repayment of long-term loans | (8,333) | (4,166) | |
Net cash provided by (used in) financing activities | 56,498 | (2,425) | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (3) | (73) | |
Net increase (decrease) in cash and cash equivalents and restricted cash | 10,498 | (7,398) | |
Cash and cash equivalents and restricted cash at beginning of period | 48,878 | 39,605 | 39,605 |
Cash and cash equivalents and restricted cash at end of period | 59,376 | 32,207 | 48,878 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheet | |||
Cash and cash equivalents | 58,154 | 30,986 | 47,656 |
Restricted cash included in Long-term interest-bearing bank deposits | 1,222 | 1,221 | |
Cash and cash equivalents and restricted cash at end of period | 59,376 | 32,207 | $ 48,878 |
Cash paid during the year for: | |||
Income taxes | 1,088 | 613 | |
Interest | 195 | 578 | |
Non-cash investing and financing activities: | |||
Purchase of property and equipment on credit | $ 20 | $ 40 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1: GENERAL Perion Network Ltd. ("Perion") and its wholly-owned subsidiaries (collectively referred to as the "Company"), is a global technology company that provides agencies, brands and publishers with innovative solutions that cover the three main pillars of digital advertising – ad search, social media, and display/video and CTV advertising. On January 14, 2020, the Company completed the acquisition of Content IQ LLC (see Note 3) and on July 22, 2020, the Company consummated the assets acquisition of Pub Ocean (see Note 3). |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES a. Interim Financial Statements The accompanying consolidated balance sheet as of June 30, 2021, the consolidated statements of income (loss), the consolidated statements of comprehensive income (loss) and the consolidated statements of cash flows for the six months ended June 30, 2020 and 2021, as well as the statement of changes in shareholders' equity for the six months ended June 30, 2021, are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. In the management’s opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of June 30, 2021, as well as its results of operations and cash flows for the six months ended June 30, 2020 and 2021. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021. The accompanying unaudited interim financial statements should be read in conjunction with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC on March 25, 2021 (the "Annual Report"). b. There have been no changes to the significant accounting policies described in the Annual Report that have had a c. 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 and allowance for credit losses, fair value of intangible assets and goodwill, useful lives of intangible assets, fair value of share-based awards, realizability of deferred tax assets, 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, determination of the product (or the service) specifications, separately negotiates each revenue service agreement or publisher agreement and can have several additional indicators, revenue is recorded on a gross basis. F - 7 PERION NETWORK LTD. AND ITS SUBSIDIARIES NOTES TO THE INTERIM 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 revenues. The Company does not have contract assets. Accounts receivable includes amounts billed and currently due from customers. Deferred revenues are recorded when payments are received from customers in advance of the Company's rendering of services. d. Recent Adopted Accounting Pronouncements In June 2016 the FASB issued Accounting Standards Update (ASU) No. 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date of January 1, 2020. This standard requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings and report credit losses using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. The Company adopted Topic 326 effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. The interim Consolidated Financial Statements for the six months ended June 30, 2021 are presented under the new standard, while comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-13 “Fair Value Measurement (Topic 820)—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. This guidance removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements. F - 8 PERION NETWORK LTD. AND ITS SUBSIDIARIES NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) The new disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Certain disclosures required by this guidance must be applied on a retrospective basis and others on a prospective basis. The guidance was adopted for interim and annual periods beginning after December 15, 2019, although early adoption is permitted. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. e. Recent Accounting Pronouncements not yet adopted 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 Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 3: 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 revenues and EBITDA-based metrics over a period of two years, estimated at fair value of $22,838 at the acquisition date. As of June 30, 2021, the contingent consideration is estimated at fair value of $19,755. 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 - 9 PERION NETWORK LTD. AND ITS SUBSIDIARIES NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) NOTE 3: ACQUISITIONS (Cont.) B. Pub Ocean On July 22, 2020, the Company acquired the net assets of Pub Ocean Limited, also known as “Pub Ocean” (the “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 at the acquisition date. As of June 30, 2021, the contingent consideration is estimated at fair value of $9,006. 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. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Of Financial Instruments | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 4: 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, prepaid expenses and other assets, accounts payable, accrued expenses and other liabilities approximate their fair value due to the short-term maturities of such instruments. The following table present assets and liabilities measured at fair value on a recurring basis as of June 30, 2021: June 30, 2021 Fair value measurements using input type Level 1 Level 2 Level 3 Total Assets: Derivative assets $ 14 $ - $ - $ 14 Total financial assets $ 14 $ - $ - $ 14 Liabilities: Contingent consideration in connection to the acquisitions - - 28,761 28,761 Total financial liabilities $ - $ - $ 28,761 $ 28,761 F - 10 PERION NETWORK LTD. AND ITS SUBSIDIARIES NOTES TO THE INTERIM 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 present liabilities measured at fair value on a recurring basis as of December 31, 2020: December 31, 2020 Fair value measurements using input type Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration in connection to the acquisitions - - 31,859 31,859 Total financial liabilities $ - $ - $ 31,859 $ 31,859 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | NOTE 5: GOODWILL AND INTANGIBLE ASSETS, NET a. Goodwill The changes in the net carrying amount of goodwill in 2020 and six months ended June 30, 2021 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 Balance as of June 30, 2021 $ 152,303 Goodwill 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 June 30, 2021, the Company had two reporting units – Advertising and Search monetization. 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. As of June 30, 2021, the Company determined that there were no indicators of potential impairment with regards to its reporting units which required interim goodwill impairment analysis. F - 11 PERION NETWORK LTD. AND ITS SUBSIDIARIES NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) NOTE 5: GOODWILL AND INTANGIBLE ASSETS, NET (Cont.) b. Intangible assets, net The following is a summary of intangible assets as of June 30, 2021: December 31, 2020 Amortization June 30, 2021 Acquired technology $ 53,412 $ - $ 53,412 Accumulated amortization (25,548 ) (2,237 ) (27,785 ) Impairment (8,749 ) - (8,749 ) Acquired technology, net 19,115 ( 2,237 ) 16,878 Customer relationships 36,860 - 36,860 Accumulated amortization (22,161 ) (347 ) (22,508 ) Impairment (10,426 ) - (10,426 ) Customer relationships, net 4,273 ( 347 ) 3,926 Tradename and other 18,503 - 18,503 Accumulated amortization (12,405 ) (114 ) (12,519 ) Impairment (5,110 ) - (5,110 ) Tradename and other, net 988 ( 114 ) 874 Intangible assets, net $ 24,376 $ ( 2,698 ) $ 21,678 The following is a summary of intangible assets as of December 31, 2020: December 31, 2019 Additions Amortization OCI December 31, 2020 Acquired technology $ 31,159 $ 22,101 $ - $ 152 $ 53,412 Accumulated amortization (21,810 ) - (3,579 ) (159 ) (25,548 ) Impairment (8,749 ) - - - (8,749 ) Acquired technology, net 600 22,101 ( 3,579 ) ( 7 ) 19,115 Customer relationships 31,911 4,901 - 48 36,860 Accumulated amortization (20,727 ) - (1,465 ) 31 (22,161 ) Impairment (10,426 ) - - - (10,426 ) Customer relationships, net 758 4,901 ( 1,465 ) 79 4,273 Tradename and other 18,284 - - 219 18,503 Accumulated amortization (11,897 ) - (217 ) (291 ) (12,405 ) Impairment (5,110 ) - - - (5,110 ) Tradename and other, net 1,277 - ( 217 ) ( 72 ) 988 Intangible assets, net $ 2,635 $ 27,002 $ ( 5,261 ) $ - $ 24,376 |
SHORT-TERM AND LONG-TERM DEBT
SHORT-TERM AND LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
SHORT-TERM AND LONG-TERM DEBT | NOTE 6: 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. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 7: COMMITMENTS AND CONTINGENT LIABILITIES 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. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8: 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. Stock 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. 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 stock options is generally no more than seven years and the vesting period of the options and RSUs granted under the Plan is between one As of June 30, 2021, there were 1,832,382 ordinary shares reserved for future stock-based awards under the Plan. The following table summarizes the activities for the Company’s service-based stock options for the six months ended June 30, 2021: 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 291,803 5.89 - - Exercised (1,320,337 ) 2.92 - 20,394 Cancelled (121,808 ) 5.29 - - Outstanding at June 30, 2021 3,376,705 $ 3.68 25.41 $ 59,893 Exercisable at June 30, 2021 1,400,371 $ 4.07 3.55 $ 24,293 Vested and expected to vest at June 30, 2021 2,885,881 $ 3.68 3.53 $ 51,236 F - 14 PERION NETWORK LTD. AND ITS SUBSIDIARIES NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) NOTE 8: SHAREHOLDERS' EQUITY (Cont.) The following table summarizes the activities for the Company’s performance-based stock options for the six months ended June 30, 2021: Weighted average Number of 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 230,350 * ) - - Exercised (15,000 ) - - 228 Cancelled (191,150 ) * ) - - Outstanding at June 30, 2021 793,511 $ 2.70 41.59 $ 14,857 Exercisable at June 30, 2021 200,000 $ 5.35 6.08 $ 3,214 Vested and expected to vest at June 30, 2021 628,679 $ 3.40 3.92 $ 11,326 *) Represents an amount less than $1 The performance-based stock options’ vesting is contingent upon achieving specific financial targets of the Company, set at the grant date. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9: INCOME TAXES The Company had a tax expenses of $2,225 and tax benefit of $1,341 for the six months ended June 30, 2021 and 2020, respectively. The variations in the tax expenses (benefit) between the periods are significantly impacted by an internal restructuring of group entities, completed during the second quarter of 2020, which enabled the company to more efficiently utilize its tax attributes. The remainder of the change is due to a different mix of taxable income and loss between the different jurisdictions. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 10: EARNINGS PER SHARE The table below presents the computation of basic and diluted net earnings per common share: Six months ended June 30, 2021 2020 Numerator: Net income (loss) attributable to ordinary shares - basic $ 10,389 $ (905 ) Net income (loss) - diluted $ 10,389 $ (905 ) Denominator: Number of ordinary shares outstanding during the year 33,116,072 26,546,844 Weighted average effect of dilutive securities: Employee options and restricted share units 3,173,730 - Diluted number of ordinary shares outstanding 36,289,802 26,546,844 Basic net earnings (loss) per ordinary share $ 0.31 $ (0.03 ) Diluted net earnings (loss) per ordinary share $ 0.29 $ (0.03 ) Ordinary shares equivalents excluded because their effect would have been anti-dilutive 996,486 5,084,480 |
MAJOR CUSTOMER
MAJOR CUSTOMER | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMER | NOTE 11: MAJOR CUSTOMER 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 revenues in each of the periods presented below: Six months ended June 30, 2021 2020 Customer A 45 % 63 % |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | NOTE 12: GEOGRAPHIC INFORMATION The following table presents the total revenues for six months ended June 30, 2021 and 2020, allocated to the geographic areas in which they were generated: Six months ended June 30, 2021 2020 North America (mainly U.S.) $ 167,552 $ 91,749 Europe 28,525 30,475 Other 3,417 4,170 $ 199,494 $ 126,394 The following table presents the locations of the Company’s long-lived assets as of June 30, 2021 and December 31, 2020: June 30, December 31, 2021 2020 Israel $ 9,647 $ 11,343 U.S. 8,675 10,157 Europe 1,077 5,536 $ 19,399 $ 27,036 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | a. Interim Financial Statements The accompanying consolidated balance sheet as of June 30, 2021, the consolidated statements of income (loss), the consolidated statements of comprehensive income (loss) and the consolidated statements of cash flows for the six months ended June 30, 2020 and 2021, as well as the statement of changes in shareholders' equity for the six months ended June 30, 2021, are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. In the management’s opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of June 30, 2021, as well as its results of operations and cash flows for the six months ended June 30, 2020 and 2021. The results of operations for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021. The accompanying unaudited interim financial statements should be read in conjunction with the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2020, filed with the SEC on March 25, 2021 (the "Annual Report"). b. There have been no changes to the significant accounting policies described in the Annual Report that have had a |
Use of estimates | c. 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 and allowance for credit losses, fair value of intangible assets and goodwill, useful lives of intangible assets, fair value of share-based awards, realizability of deferred tax assets, 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, determination of the product (or the service) specifications, separately negotiates each revenue service agreement or publisher agreement and can have several additional indicators, revenue is recorded on a gross basis. F - 7 PERION NETWORK LTD. AND ITS SUBSIDIARIES NOTES TO THE INTERIM 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 revenues. The Company does not have contract assets. Accounts receivable includes amounts billed and currently due from customers. Deferred revenues are recorded when payments are received from customers in advance of the Company's rendering of services. |
Recent Adopted Accounting Pronouncements | d. Recent Adopted Accounting Pronouncements In June 2016 the FASB issued Accounting Standards Update (ASU) No. 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date of January 1, 2020. This standard requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings and report credit losses using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. The Company adopted Topic 326 effective January 1, 2020. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. The interim Consolidated Financial Statements for the six months ended June 30, 2021 are presented under the new standard, while comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-13 “Fair Value Measurement (Topic 820)—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. This guidance removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements. F - 8 PERION NETWORK LTD. AND ITS SUBSIDIARIES NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Cont.) The new disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. Certain disclosures required by this guidance must be applied on a retrospective basis and others on a prospective basis. The guidance was adopted for interim and annual periods beginning after December 15, 2019, although 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 | e. Recent Accounting Pronouncements not yet adopted 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 Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Of Financial Instruments Tables Abstract | |
Schedule of Fair Value Measurements | The following table present assets and liabilities measured at fair value on a recurring basis as of June 30, 2021: June 30, 2021 Fair value measurements using input type Level 1 Level 2 Level 3 Total Assets: Derivative assets $ 14 $ - $ - $ 14 Total financial assets $ 14 $ - $ - $ 14 Liabilities: Contingent consideration in connection to the acquisitions - - 28,761 28,761 Total financial liabilities $ - $ - $ 28,761 $ 28,761 F - 10 PERION NETWORK LTD. AND ITS SUBSIDIARIES NOTES TO THE INTERIM 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 present liabilities measured at fair value on a recurring basis as of December 31, 2020: December 31, 2020 Fair value measurements using input type Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration in connection to the acquisitions - - 31,859 31,859 Total financial liabilities $ - $ - $ 31,859 $ 31,859 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The changes in the net carrying amount of goodwill in 2020 and six months ended June 30, 2021 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 Balance as of June 30, 2021 $ 152,303 |
Schedule of Other Intangible Assets | The following is a summary of intangible assets as of June 30, 2021: December 31, 2020 Amortization June 30, 2021 Acquired technology $ 53,412 $ - $ 53,412 Accumulated amortization (25,548 ) (2,237 ) (27,785 ) Impairment (8,749 ) - (8,749 ) Acquired technology, net 19,115 ( 2,237 ) 16,878 Customer relationships 36,860 - 36,860 Accumulated amortization (22,161 ) (347 ) (22,508 ) Impairment (10,426 ) - (10,426 ) Customer relationships, net 4,273 ( 347 ) 3,926 Tradename and other 18,503 - 18,503 Accumulated amortization (12,405 ) (114 ) (12,519 ) Impairment (5,110 ) - (5,110 ) Tradename and other, net 988 ( 114 ) 874 Intangible assets, net $ 24,376 $ ( 2,698 ) $ 21,678 The following is a summary of intangible assets as of December 31, 2020: December 31, 2019 Additions Amortization OCI December 31, 2020 Acquired technology $ 31,159 $ 22,101 $ - $ 152 $ 53,412 Accumulated amortization (21,810 ) - (3,579 ) (159 ) (25,548 ) Impairment (8,749 ) - - - (8,749 ) Acquired technology, net 600 22,101 ( 3,579 ) ( 7 ) 19,115 Customer relationships 31,911 4,901 - 48 36,860 Accumulated amortization (20,727 ) - (1,465 ) 31 (22,161 ) Impairment (10,426 ) - - - (10,426 ) Customer relationships, net 758 4,901 ( 1,465 ) 79 4,273 Tradename and other 18,284 - - 219 18,503 Accumulated amortization (11,897 ) - (217 ) (291 ) (12,405 ) Impairment (5,110 ) - - - (5,110 ) Tradename and other, net 1,277 - ( 217 ) ( 72 ) 988 Intangible assets, net $ 2,635 $ 27,002 $ ( 5,261 ) $ - $ 24,376 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of Stock Option Activity | The following table summarizes the activities for the Company’s service-based stock options for the six months ended June 30, 2021: 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 291,803 5.89 - - Exercised (1,320,337 ) 2.92 - 20,394 Cancelled (121,808 ) 5.29 - - Outstanding at June 30, 2021 3,376,705 $ 3.68 25.41 $ 59,893 Exercisable at June 30, 2021 1,400,371 $ 4.07 3.55 $ 24,293 Vested and expected to vest at June 30, 2021 2,885,881 $ 3.68 3.53 $ 51,236 |
Service Based Stock Options [Member] | |
Schedule of Stock Option Activity | The following table summarizes the activities for the Company’s performance-based stock options for the six months ended June 30, 2021: Weighted average Number of 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 230,350 * ) - - Exercised (15,000 ) - - 228 Cancelled (191,150 ) * ) - - Outstanding at June 30, 2021 793,511 $ 2.70 41.59 $ 14,857 Exercisable at June 30, 2021 200,000 $ 5.35 6.08 $ 3,214 Vested and expected to vest at June 30, 2021 628,679 $ 3.40 3.92 $ 11,326 *) Represents an amount less than $1 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share | The table below presents the computation of basic and diluted net earnings per common share: Six months ended June 30, 2021 2020 Numerator: Net income (loss) attributable to ordinary shares - basic $ 10,389 $ (905 ) Net income (loss) - diluted $ 10,389 $ (905 ) Denominator: Number of ordinary shares outstanding during the year 33,116,072 26,546,844 Weighted average effect of dilutive securities: Employee options and restricted share units 3,173,730 - Diluted number of ordinary shares outstanding 36,289,802 26,546,844 Basic net earnings (loss) per ordinary share $ 0.31 $ (0.03 ) Diluted net earnings (loss) per ordinary share $ 0.29 $ (0.03 ) Ordinary shares equivalents excluded because their effect would have been anti-dilutive 996,486 5,084,480 |
MAJOR CUSTOMER (Tables)
MAJOR CUSTOMER (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenues by Major Customer | The following table sets forth the customers that represent 10% or more of the Company’s total revenues in each of the periods presented below: Six months ended June 30, 2021 2020 Customer A 45 % 63 % |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Area | The following table presents the total revenues for six months ended June 30, 2021 and 2020, allocated to the geographic areas in which they were generated: Six months ended June 30, 2021 2020 North America (mainly U.S.) $ 167,552 $ 91,749 Europe 28,525 30,475 Other 3,417 4,170 $ 199,494 $ 126,394 |
Schedule of Property and Equipment by Geographic Area | The following table presents the locations of the Company’s long-lived assets as of June 30, 2021 and December 31, 2020: June 30, December 31, 2021 2020 Israel $ 9,647 $ 11,343 U.S. 8,675 10,157 Europe 1,077 5,536 $ 19,399 $ 27,036 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - USD ($) $ in Thousands | Jan. 14, 2020 | Jul. 22, 2020 | Jun. 30, 2021 |
Content IQ LLC [Member] | |||
Business Acquisition [Line Items] | |||
Net assets acquired | $ 37,838 | ||
Cash paid | 15,000 | ||
Maximum contingent consideration for acquisition | 47,050 | ||
Estimated fair value of contingent consideration | 22,838 | $ 19,755 | |
Retention-based component of acquisition | $ 11,000 | ||
Earn out period | 2 years | ||
Pub Ocean Limited [Member] | |||
Business Acquisition [Line Items] | |||
Net assets acquired | $ 13,399 | ||
Cash paid | 4,000 | ||
Maximum contingent consideration for acquisition | 17,000 | ||
Estimated fair value of contingent consideration | 9,399 | $ 9,006 | |
Retention-based component of acquisition | $ 1,000 | ||
Earn out period | 2 years |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Fair Value Measurements) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Derivative assets | $ 14 | |
Total financial assets | 14 | |
Liabilities: | ||
Contingent consideration in connection to the acquisitions | 28,761 | $ 31,859 |
Total financial liabilities | 28,761 | 31,859 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Derivative assets | 14 | |
Total financial assets | 14 | |
Liabilities: | ||
Contingent consideration in connection to the acquisitions | ||
Total financial liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Derivative assets | ||
Total financial assets | ||
Liabilities: | ||
Contingent consideration in connection to the acquisitions | ||
Total financial liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Derivative assets | ||
Total financial assets | ||
Liabilities: | ||
Contingent consideration in connection to the acquisitions | 28,761 | 31,859 |
Total financial liabilities | $ 28,761 | $ 31,859 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Schedule of Changes in Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||
Goodwill ending balance | $ 152,303 | $ 152,303 | $ 125,809 |
Content IQ LLC [Member] | |||
Goodwill [Line Items] | |||
Acquisition | 23,361 | ||
Pub Ocean [Member] | |||
Goodwill [Line Items] | |||
Acquisition | $ 3,133 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET (Schedule of Intangible assets, net) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Intangible assets, Net | ||
Balance at beginning of period | $ 24,376 | $ 2,635 |
Additions | 27,002 | |
Amortization | (2,698) | (5,261) |
OCI | ||
Balance at end of period | 21,678 | 24,376 |
Acquired technology [Member] | ||
Intangible assets, Gross | ||
Balance at beginning of period | 53,412 | 31,159 |
Additions | 22,101 | |
Amortization | ||
OCI | 152 | |
Balance at end of period | 53,412 | 53,412 |
Accumulated amortization | ||
Balance at beginning of period | (25,548) | (21,810) |
Additions | ||
Amortization | (2,237) | (3,579) |
OCI | (159) | |
Balance at end of period | (27,785) | (25,548) |
Impairment | ||
Balance at beginning of period | (8,749) | (8,749) |
Additions | ||
Amortization | ||
OCI | ||
Balance at end of period | (8,749) | (8,749) |
Intangible assets, Net | ||
Balance at beginning of period | 19,115 | 600 |
Additions | 22,101 | |
Amortization | (2,237) | (3,579) |
OCI | (7) | |
Balance at end of period | 16,878 | 19,115 |
Customer Relationships [Member] | ||
Intangible assets, Gross | ||
Balance at beginning of period | 36,860 | 31,911 |
Additions | 4,901 | |
Amortization | ||
OCI | 48 | |
Balance at end of period | 36,860 | 36,860 |
Accumulated amortization | ||
Balance at beginning of period | (22,161) | (20,727) |
Additions | ||
Amortization | (347) | (1,465) |
OCI | 31 | |
Balance at end of period | (22,508) | (22,161) |
Impairment | ||
Balance at beginning of period | (10,426) | (10,426) |
Additions | ||
Amortization | ||
OCI | ||
Balance at end of period | (10,426) | (10,426) |
Intangible assets, Net | ||
Balance at beginning of period | 4,273 | 758 |
Additions | 4,901 | |
Amortization | (347) | (1,465) |
OCI | 79 | |
Balance at end of period | 3,926 | 4,273 |
Tradename and other [Member] | ||
Intangible assets, Gross | ||
Balance at beginning of period | 18,503 | 18,284 |
Additions | ||
Amortization | ||
OCI | 219 | |
Balance at end of period | 18,503 | 18,503 |
Accumulated amortization | ||
Balance at beginning of period | (12,405) | (11,897) |
Additions | ||
Amortization | (114) | (217) |
OCI | (291) | |
Balance at end of period | (12,519) | (12,405) |
Impairment | ||
Balance at beginning of period | (5,110) | (5,110) |
Additions | ||
Amortization | ||
OCI | ||
Balance at end of period | (5,110) | (5,110) |
Intangible assets, Net | ||
Balance at beginning of period | 988 | 1,277 |
Additions | ||
Amortization | (114) | (217) |
OCI | (72) | |
Balance at end of period | $ 874 | $ 988 |
SHORT-TERM AND LONG-TERM DEBT (
SHORT-TERM AND LONG-TERM DEBT (Narrative) (Details) - USD ($) $ in Thousands | Mar. 08, 2021 | Dec. 17, 2018 |
Mizrachi [Member] | ||
Debt Instrument [Line Items] | ||
Repayment of loan facility | $ 8,333 | |
New loan facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 25,000 | |
Debt instrument, description of variable rate basis | LIBOR | |
Debt instrument, basis spread on variable rate | 5.70% | |
Debt instrument, maturity date | Dec. 31, 2021 | |
Guarantee limit of credit facility | $ 33,000 |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) - Equity Incentive Plan [Member] - shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 09, 2012 | Jun. 30, 2021 | Dec. 31, 2003 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant | 1,832,382 | ||
Option expiration term | 10 years | 10 years | |
Employee Stock Option [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period for plan | 1 year | ||
Employee Stock Option [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period for plan | 3 years | ||
Contractual term | 7 years | ||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period for plan | 1 year | ||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period for plan | 3 years |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - Service Based Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Number of options | ||
Outstanding at January 1, 2021 | 4,527,047 | |
Granted | 291,803 | |
Exercised | (1,320,337) | |
Cancelled | (121,808) | |
Outstanding at June 30, 2021 | 3,376,705 | 4,527,047 |
Exercisable at June 30, 2021 | 1,400,371 | |
Vested and expected to vest at June 30, 2021 | 2,885,881 | |
Weighted average Exercise price | ||
Outstanding at January 1, 2021 | $ 3.24 | |
Granted | 5.89 | |
Exercised | 2.92 | |
Cancelled | 5.29 | |
Outstanding at June 30, 2021 | 3.68 | $ 3.24 |
Exercisable at June 30, 2021 | 4.07 | |
Vested and expected to vest at June 30, 2021 | $ 3.68 | |
Weighted average Remaining contractual term ( in years) | ||
Outstanding at June 30, 2021 | 25 years 4 months 28 days | 21 years 9 months 14 days |
Exercisable at June 30, 2021 | 3 years 6 months 18 days | |
Vested and expected to vest at June 30, 2021 | 3 years 6 months 10 days | |
Aggregate intrinsic value | ||
Outstanding at January 1, 2021 | $ 42,942 | |
Exercised | 20,394 | |
Outstanding at June 30, 2021 | 59,893 | $ 42,942 |
Exercisable at June 30, 2021 | 24,293 | |
Vested and expected to vest at June 30, 2021 | $ 51,236 |
SHAREHOLDERS' EQUITY (Schedul_2
SHAREHOLDERS' EQUITY (Schedule of service-based stock options) (Details) - Performance Based Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | ||
Number of Performance based options | |||
Outstanding at January 1, 2021 | 769,311 | ||
Granted | 230,350 | ||
Exercised | (15,000) | ||
Cancelled | (191,150) | ||
Outstanding at June 30, 2021 | 793,511 | 769,311 | |
Exercisable at June 30, 2021 | 200,000 | ||
Vested and expected to vest at June 30, 2021 | 628,679 | ||
Weighted average Exercise price | |||
Outstanding at January 1, 2021 | $ 2.78 | ||
Granted | [1] | ||
Exercised | |||
Cancelled | [1] | ||
Outstanding at June 30, 2021 | 2.70 | $ 2.78 | |
Exercisable at June 30, 2021 | 5.35 | ||
Vested and expected to vest at June 30, 2021 | $ 3.40 | ||
Weighted average Remaining contractual term (in years) | |||
Outstanding at June 30, 2021 | 41 years 7 months 2 days | 40 years 6 months 10 days | |
Exercisable at June 30, 2021 | 6 years 29 days | ||
Vested and expected to vest at June 30, 2021 | 3 years 11 months 1 day | ||
Aggregate intrinsic value | |||
Outstanding at January 1, 2021 | $ 7,653 | ||
Exercised | 228 | ||
Outstanding at June 30, 2021 | 14,857 | $ 7,653 | |
Exercisable at June 30, 2021 | 3,214 | ||
Vested and expected to vest at June 30, 2021 | $ 11,326 | ||
[1] | Represents an amount less than $1 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Taxes on income (Tax benefit) | $ 2,225 | $ (1,341) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||
Net income (loss) attributable to ordinary shares - basic | $ 10,389 | $ (905) |
Net income (loss) - diluted | $ 10,389 | $ (905) |
Denominator: | ||
Number of ordinary shares outstanding during the year | 33,116,072 | 26,546,844 |
Weighted average effect of dilutive securities: | ||
Employee options and restricted share units | 3,173,730 | |
Diluted number of ordinary shares outstanding | 36,289,802 | 26,546,844 |
Basic net earnings (loss) per ordinary share | $ 0.31 | $ (0.03) |
Diluted net earnings (loss) per ordinary share | $ 0.29 | $ (0.03) |
Ordinary shares equivalents excluded because their effect would have been anti-dilutive | 996,486 | 5,084,480 |
MAJOR CUSTOMER (Details)
MAJOR CUSTOMER (Details) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Customer Concentration Risk [Member] | Revenue [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 45.00% | 63.00% |
GEOGRAPHIC INFORMATION (Details
GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenues | $ 199,494 | $ 126,394 | |
Long-lived assets | 19,399 | $ 27,036 | |
North America (mainly U.S.) [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenues | 167,552 | 91,749 | |
Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenues | 28,525 | 30,475 | |
Long-lived assets | 1,077 | 5,536 | |
Other [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenues | 3,417 | $ 4,170 | |
Israel | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 9,647 | 11,343 | |
U.S. [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 8,675 | $ 10,157 |