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Exhibit 99.1
PERION NETWORK LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2022
IN U.S. DOLLARS
(UNAUDITED)
INDEX

| Page
Interim Consolidated Balance Sheets as of December 31, 2021 (audited) and June 30, 2022 (unaudited) | F-1
Interim Consolidated Statements of Income for the Six Months Ended June 30, 2021 (unaudited) and 2022 (unaudited) | F-2
Interim Consolidated Statements of Comprehensive Income for the Six Months Ended June 30, 2021 (unaudited) and 2022 (unaudited) | F-3
Statements of Changes in Shareholders' Equity for the Year Ended December 31, 2021 (audited) and Interim Statements of Changes in Shareholders' Equity for the Six Months Ended June 30, 2021 and 2022 (unaudited) | F-4
Interim Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 (unaudited) and 2022 (unaudited) | F-5
Notes to the Interim Consolidated Financial Statements | F-7

PERION NETWORK LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

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

|  | June 30, |  |  | December 31, |
|  | 2022 |  |  | 2021 |
|  | (Unaudited) |  |  | (Audited) |
ASSETS |  |  |  |  |  |
Current Assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 102,398 |  |  | $ | 104,446 |
Restricted cash |  |  | 1,039 |  |  |  | 1,089 |
Short-term bank deposits |  |  | 250,600 |  |  |  | 217,200 |
Accounts receivable (net of allowance of $737 and $891 at June 30, 2022 and December 31, 2021, respectively) |  |  | 86,251 |  |  |  | 115,361 |
Prepaid expenses and other current assets |  |  | 11,809 |  |  |  | 8,075 |
Total Current Assets |  |  | 452,097 |  |  |  | 446,171 |
Long-Term Assets: |  |  |  |  |  |  |  |
Property and equipment, net |  |  | 3,935 |  |  |  | 4,211 |
Operating lease right-of-use assets |  |  | 9,961 |  |  |  | 11,578 |
Intangible assets, net |  |  | 51,099 |  |  |  | 56,700 |
Goodwill |  |  | 189,265 |  |  |  | 189,265 |
Deferred taxes |  |  | 5,398 |  |  |  | 5,228 |
Other assets |  |  | 70 |  |  |  | 79 |
Total Long-Term Assets |  |  | 259,728 |  |  |  | 267,061 |
Total Assets |  | $ | 711,825 |  |  | $ | 713,232 |
LIABILITIES AND SHAREHOLDERS' EQUITY |  |  |  |  |  |  |  |
Current Liabilities: |  |  |  |  |  |  |  |
Accounts payable |  | $ | 96,687 |  |  | $ | 107,730 |
Accrued expenses and other liabilities |  |  | 25,314 |  |  |  | 40,331 |
Short-term operating lease liability |  |  | 3,251 |  |  |  | 3,615 |
Deferred revenues |  |  | 2,560 |  |  |  | 3,852 |
Short-term payment obligation related to acquisitions |  |  | 37,724 |  |  |  | 38,179 |
Total Current Liabilities |  |  | 165,536 |  |  |  | 193,707 |
Long-Term Liabilities: |  |  |  |  |  |  |  |
Payment obligation related to acquisition |  |  | 21,491 |  |  |  | 33,250 |
Long-term operating lease liability |  |  | 7,663 |  |  |  | 9,774 |
Other long-term liabilities |  |  | 9,935 |  |  |  | 9,541 |
Total Long-Term Liabilities |  |  | 39,089 |  |  |  | 52,565 |
Total Liabilities |  |  | 204,625 |  |  |  | 246,272 |
Commitments and Contingencies |  |  |  |  |  |  |  |
Shareholders' equity: |  |  |  |  |  |  |  |
Ordinary shares of ILS 0.03 par value - Authorized: 60,000,000 shares; Issued: 44,778,307 and 43,812,062 as of June 30, 2022 and, December 31, 2021 respectively; Outstanding: 44,662,968 and 43,696,723 shares as of June 30, 2022 and, December 31, 2021, respectively |  |  | 379 |  |  |  | 375 |
Additional paid-in capital |  |  | 502,573 |  |  |  | 496,154 |
Treasury shares at cost (115,339 shares as of June 30, 2022 and December 31, 2021) |  |  | (1,002 | ) |  |  | (1,002 | )
Accumulated other comprehensive loss |  |  | (1,277 | ) |  |  | (128 | )
Retained earnings (accumulated deficit) |  |  | 6,527 |  |  |  | (28,439 | )
Total Shareholders' Equity |  |  | 507,200 |  |  |  | 466,960 |
Total Liabilities and Shareholders' Equity |  | $ | 711,825 |  |  | $ | 713,232 |

The accompanying notes are an integral part of the interim consolidated financial statements.

F - 1

PERION NETWORK LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

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

|  | Six months ended |
|  | June 30, |
|  | 2022 |  |  | 2021 |
|  | (Unaudited) |  |  | (Unaudited) |
Revenues: |  |  |  |  |  |
Display Advertising |  | $ | 150,154 |  |  | $ | 96,166 |
Search Advertising |  |  | 121,817 |  |  |  | 103,328 |
Total Revenues |  |  | 271,971 |  |  |  | 199,494 |
Costs and Expenses: |  |  |  |  |  |  |  |
Cost of revenues |  |  | 13,474 |  |  |  | 11,595 |
Traffic acquisition costs and media buy |  |  | 156,930 |  |  |  | 121,086 |
Research and development |  |  | 17,369 |  |  |  | 17,473 |
Selling and marketing |  |  | 27,293 |  |  |  | 23,484 |
General and administrative |  |  | 12,134 |  |  |  | 8,760 |
Depreciation and amortization |  |  | 6,393 |  |  |  | 4,377 |
Total Costs and Expenses |  |  | 233,593 |  |  |  | 186,775 |
Income from Operations |  |  | 38,378 |  |  |  | 12,719 |
Financial expense (income), net |  |  | (1,507 | ) |  |  | 105 |
Income before Taxes on income |  |  | 39,885 |  |  |  | 12,614 |
Taxes on income |  |  | 4,919 |  |  |  | 2,225 |
Net Income |  | $ | 34,966 |  |  | $ | 10,389 |
Net Earnings per Share |  |  |  |  |  |  |  |
Basic |  | $ | 0.79 |  |  | $ | 0.31 |
Diluted |  | $ | 0.74 |  |  | $ | 0.29 |
Weighted average number of shares |  |  |  |  |  |  |  |
Basic |  |  | 44,238,414 |  |  |  | 33,116,072 |
Diluted |  |  | 47,210,769 |  |  |  | 36,289,802 |

The accompanying notes are an integral part of the interim consolidated financial statements.

F - 2

PERION NETWORK LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

U.S. dollars in thousands

|  | Six months ended June 30, |
|  | 2022 |  |  | 2021 |
|  | (Unaudited) |  |  | (Unaudited) |
Net Income |  | $ | 34,966 |  |  | $ | 10,389 |
Other comprehensive loss: |  |  |  |  |  |  |  |
Change in foreign currency translation |  |  | (435 | ) |  |  | (104 | )
Cash Flow Hedge: |  |  |  |  |  |  |  |
Unrealized gain (loss) from cash-flow hedges, net of taxes |  |  | (1,109 | ) |  |  | 3 |
Less: reclassification adjustment for net losses included in net income |  |  | 395 |  |  |  | 11 |
Net change |  |  | (714 | ) |  |  | 14 |
Other comprehensive loss: |  |  | (1,149 | ) |  |  | (90 | )
Comprehensive Income |  | $ | 33,817 |  |  | $ | 10,299 |

The accompanying notes are an integral part of the interim consolidated financial statements.

F - 3

PERION NETWORK LTD. AND ITS SUBSIDIARIES
INTERIM 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, 2020 (audited) |  |  | 27,351,974 |  |  |  | 224 |  |  |  | 251,933 |  |  |  | 112 |  |  |  | (67,145 | ) |  |  | (1,002 | ) |  |  | 184,122 |
Issuance of shares - Offering (*) |  |  | 5,738,500 |  |  |  | 52 |  |  |  | 60,908 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 60,960 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | 1,989 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,989 |
Proceeds from exercise of stock-based compensation |  |  | 1,335,337 |  |  |  | 11 |  |  |  | 3,860 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,871 |
Other comprehensive loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (90 | ) |  |  | - |  |  |  | - |  |  |  | (90 | )
Net Income |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 10,389 |  |  |  | - |  |  |  | 10,389 |
Balance as of June 30, 2021 (unaudited) |  |  | 34,425,811 |  |  |  | 287 |  |  |  | 318,690 |  |  |  | 22 |  |  |  | (56,756 | ) |  |  | (1,002 | ) |  |  | 261,241 |
Issuance of shares - Offering (*) |  |  | 8,372,092 |  |  |  | 81 |  |  |  | 169,448 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 169,529 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | 4,996 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 4,996 |
Proceeds from exercise of stock-based compensation |  |  | 898,820 |  |  |  | 7 |  |  |  | 3,020 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3,027 |
Other comprehensive loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (150 | ) |  |  | - |  |  |  | - |  |  |  | (150 | )
Net Income |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 28,317 |  |  |  | - |  |  |  | 28,317 |
Balance as of December 31, 2021 (audited) |  |  | 43,696,723 |  |  |  | 375 |  |  |  | 496,154 |  |  |  | (128 | ) |  |  | (28,439 | ) |  |  | (1,002 | ) |  |  | 466,960 |
Stock-based compensation |  |  | - |  |  |  | - |  |  |  | 5,129 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 5,129 |
Proceeds from exercise of stock-based compensation |  |  | 966,245 |  |  |  | 4 |  |  |  | 1,290 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,294 |
Other comprehensive loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,149 | ) |  |  | - |  |  |  | - |  |  |  | (1,149 | )
Net Income |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 34,966 |  |  |  | - |  |  |  | 34,966 |
Balance as of June 30, 2022 (unaudited) |  |  | 44,662,968 |  |  |  | 379 |  |  |  | 502,573 |  |  |  | (1,277 | ) |  |  | 6,527 |  |  |  | (1,002 | ) |  |  | 507,200 |

(*) Net of issuance expenses
The accompanying notes are an integral part of the interim consolidated financial statements.

F - 4

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

U.S. dollars in thousands

|  | Six months ended |
|  | June 30, |
|  | 2022 |  |  | 2021 |
|  | (Unaudited) |  |  | (Unaudited) |
Cash flows from operating activities: |  |  |  |  |  |
Net Income |  | $ | 34,966 |  |  | $ | 10,389 |
Adjustments required to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 6,393 |  |  |  | 4,377 |
Stock-based compensation expense |  |  | 5,129 |  |  |  | 1,989 |
Foreign currency translation |  |  | (174 | ) |  |  | (89 | )
Accrued interest, net |  |  | (1,181 | ) |  |  | (167 | )
Deferred taxes, net |  |  | (248 | ) |  |  | 295 |
Accrued severance pay, net |  |  | 503 |  |  |  | 198 |
Gain from sale of property and equipment |  |  | (6 | ) |  |  | (11 | )
Net changes in operating assets and liabilities |  |  |  |  |  |  |  |
Accounts receivable, net |  |  | 29,012 |  |  |  | 13,547 |
Prepaid expenses and other current assets |  |  | (2,686 | ) |  |  | (1,689 | )
Other assets |  |  | 8 |  |  |  | 101 |
Operating Lease right-of-use assets |  |  | 1,617 |  |  |  | 6,234 |
Operating Lease liabilities |  |  | (2,475 | ) |  |  | (6,448 | )
Accounts payable |  |  | (11,102 | ) |  |  | 2,647 |
Accrued expenses and other liabilities |  |  | (6,069 | ) |  |  | (2,672 | )
Deferred revenues |  |  | (1,289 | ) |  |  | (1,390 | )
Payment obligation related to acquisition |  |  | (3,123 | ) |  |  | 785 |
Net cash provided by operating activities |  | $ | 49,275 |  |  | $ | 28,096 |
Cash flows from investing activities: |  |  |  |  |  |  |  |
Purchases of property and equipment |  |  | (435 | ) |  |  | (357 | )
Proceeds from sale of property and equipment |  |  | 6 |  |  |  | 2 |
Short-term deposits, net |  |  | (33,400 | ) |  |  | (70,300 | )
Cash paid in connection with acquisitions, net of cash acquired |  |  | (9,570 | ) |  |  | (3,438 | )
Net cash used in investing activities |  | $ | (43,399 | ) |  | $ | (74,093 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |
Proceeds from follow-on offering, net |  |  | - |  |  |  | 60,960 |
Proceeds from exercise of stock-based compensation |  |  | 1,294 |  |  |  | 3,871 |
Payments of contingent consideration |  |  | (9,091 | ) |  |  | - |
Repayment of long-term loans |  |  | - |  |  |  | (8,333 | )
Net cash provided by (used in) financing activities |  | $ | (7,797 | ) |  | $ | 56,498 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash |  |  | (177 | ) |  |  | (3 | )
Net increase (decrease) in cash and cash equivalents and restricted cash |  |  | (2,098 | ) |  |  | 10,498 |
Cash and cash equivalents and restricted cash at beginning of period |  |  | 105,535 |  |  |  | 48,878 |
Cash and cash equivalents and restricted cash at end of period |  | $ | 103,437 |  |  | $ | 59,376 |

The accompanying notes are an integral part of the interim consolidated financial statements.
F - 5

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

U.S. dollars in thousands

|  | Six months ended |
|  | June 30, |
|  | 2022 |  |  | 2021 |
|  | (Unaudited) |  |  | (Unaudited) |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheet |  |  |  |  |  |
Cash and cash equivalents |  | $ | 102,398 |  |  | $ | 58,154 |
Restricted cash |  |  | 1,039 |  |  |  | 1,222 |
Total cash, cash equivalents, and restricted cash |  | $ | 103,437 |  |  | $ | 59,376 |
Supplemental Disclosure of Cash Flow Activities: |  |  |  |  |  |  |  |
Cash paid during the period for: |  |  |  |  |  |  |  |
Income taxes |  | $ | 4,159 |  |  | $ | 1,088 |
Interest |  | $ | 3 |  |  | $ | 195 |
Non-cash investing and financing activities: |  |  |  |  |  |  |  |
Purchase of property and equipment on credit |  | $ | 83 |  |  | $ | 20 |

The accompanying notes are an integral part of the consolidated financial statements.

F - 6

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 1: | GENERAL

Perion Network Ltd. ("Perion") and its wholly-owned subsidiaries (collectively referred to as the "Company"), is a global technology innovator in the digital advertising ecosystem, providing brands, agencies and publishers with holistic solutions to identify and reach their most valuable customers – across all channels – with high-impact creative units. These are orchestrated by Perion’s proprietary intelligent Hub (iHUB), which connects the supply and demand sides of the marketplace, and as a result is capable of bringing Perion and its client’s significant efficiencies.
On October 4, 2021, the Company completed the acquisition of Vidazoo Ltd. (see Note 3).

NOTE 2: | SIGNIFICANT ACCOUNTING POLICIES

| a. | Basis of presentation of the Financial Statements

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on 20-F for the fiscal year ended December 31, 2021, filed with the SEC on March 16, 2022 (the "Annual Report"). The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

| b. | There have been no changes to the significant accounting policies described in the Annual Report that have had a material impact on the unaudited interim consolidated financial statements and related notes.

| 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 which are the basis for making judgments about the carrying values of the Company’s assets and liabilities.

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.)

| d. | Revenue recognition

The Company evaluates whether Search Advertising and Display Advertising Revenues 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. The evaluation of these factors is subject to significant judgment and subjectivity. Generally, in cases in which the Company is primarily obligated in 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, revenue is recorded on a gross basis.
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.

| e. | 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 assessing the impact of the new guidance on its consolidated financial statements.

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 3: ACQUISITIONS
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, 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 on the acquisition date, and a net working capital in the amount of $6,135 which will be set-off against collection. As of June 30, 2022, the contingent consideration is estimated at fair value of $33,059.
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 liabilities measured at fair value on a recurring basis as of June 30, 2022:

|  | June 30, 2022 |
|  | Fair value measurements using input type |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Derivative liability |  | - |  |  |  | 639 |  |  | - |  |  |  | 639 |
Contingent consideration in connection to the acquisitions |  |  | - |  |  |  | - |  |  |  | 54,720 |  |  |  | 54,720 |
Total financial liabilities |  | $ | - |  |  | $ | 639 |  |  | $ | 54,720 |  |  | $ | 55,359 |

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 4: FAIR VALUE OF FINANCIAL INSTRUMENTS (Cont.)
The following table present liabilities measured at fair value on a recurring basis as of December 31, 2021:

|  | December 31, 2021 |
|  | Fair value measurements using input type |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Derivative assets |  | $ | - |  |  | $ | 75 |  |  | $ | - |  |  | $ | 75 |
Total financial assets |  | $ | - |  |  | $ | 75 |  |  | $ | - |  |  | $ | 75 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration in connection to the acquisitions |  |  | - |  |  |  | - |  |  |  | 63,550 |  |  |  | 63,550 |
Total financial liabilities |  | $ | - |  |  | $ | - |  |  | $ | 63,550 |  |  | $ | 63,550 |

The following table sets forth a summary of the changes in the fair value of the contingent consideration:

Fair value as of December 31, 2021 |  | $ | 63,550 |
Payments of contingent consideration |  |  | (9,091 | )
Revaluation of acquisition related contingent consideration |  |  | 261 |
Fair value as of June 30, 2022 |  | $ | 54,720 |

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 5: GOODWILL AND INTANGIBLE ASSETS, NET

a.Goodwill

The changes in the net carrying amount of goodwill in 2021 and six months ended June 30, 2022 were as follows:

Balance as of January 1, 2021 |  | $ | 152,303 |
Acquisition of Vidazoo |  | $ | 36,962 |
Balance as of December 31, 2021 |  | $ | 189,265 |
Balance as of June 30, 2022 |  | $ | 189,265 |

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, 2022, the Company had 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. As of June 30, 2022, 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, 2022:

|  | December 31, 2021 |  |  | Amortization |  |  | June 30, 2022 |
Acquired technology |  | $ | 84,417 |  |  | $ | - |  |  | $ | 84,417 |
Accumulated amortization |  |  | (31,137 | ) |  |  | (4,431 | ) |  |  | (35,568 | )
Impairment |  |  | (8,749 | ) |  |  | - |  |  |  | (8,749 | )
Acquired technology, net |  |  | 44,531 |  |  |  | (4,431 | ) |  |  | 40,100 |
Customer relationships |  |  | 45,054 |  |  |  | - |  |  |  | 45,054 |
Accumulated amortization |  |  | (23,218 | ) |  |  | (1,050 | ) |  |  | (24,268 | )
Impairment |  |  | (10,426 | ) |  |  | - |  |  |  | (10,426 | )
Customer relationships, net |  |  | 11,410 |  |  |  | (1,050 | ) |  |  | 10,360 |
Tradename and other |  |  | 18,503 |  |  |  | - |  |  |  | 18,503 |
Accumulated amortization |  |  | (12,634 | ) |  |  | (120 | ) |  |  | (12,754 | )
Impairment |  |  | (5,110 | ) |  |  | - |  |  |  | (5,110 | )
Tradename and other, net |  |  | 759 |  |  |  | (120 | ) |  |  | 639 |
Intangible assets, net |  | $ | 56,700 |  |  | $ | (5,601 | ) |  | $ | 51,099 |

F - 12

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.)

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

|  | December 31, 2020 |  |  | Additions |  |  | Amortization |  |  | December 31, 2021 |
Acquired technology |  | $ | 53,412 |  |  | $ | 31,005 |  |  | $ | - |  |  | $ | 84,417 |
Accumulated amortization |  |  | (25,548 | ) |  |  | - |  |  |  | (5,589 | ) |  |  | (31,137 | )
Impairment |  |  | (8,749 | ) |  |  | - |  |  |  | - |  |  |  | (8,749 | )
Acquired technology, net |  |  | 19,115 |  |  |  | 31,005 |  |  |  | (5,589 | ) |  |  | 44,531 |
Customer relationships |  |  | 36,860 |  |  |  | 8,194 |  |  |  | - |  |  |  | 45,054 |
Accumulated amortization |  |  | (22,161 | ) |  |  | - |  |  |  | (1,057 | ) |  |  | (23,218 | )
Impairment |  |  | (10,426 | ) |  |  | - |  |  |  | - |  |  |  | (10,426 | )
Customer relationships, net |  |  | 4,273 |  |  |  | 8,194 |  |  |  | (1,057 | ) |  |  | 11,410 |
Tradename and other |  |  | 18,503 |  |  |  | - |  |  |  | - |  |  |  | 18,503 |
Accumulated amortization |  |  | (12,405 | ) |  |  | - |  |  |  | (229 | ) |  |  | (12,634 | )
Impairment |  |  | (5,110 | ) |  |  | - |  |  |  | - |  |  |  | (5,110 | )
Tradename and other, net |  |  | 988 |  |  |  | - |  |  |  | (229 | ) |  |  | 759 |
Intangible assets, net |  | $ | 24,376 |  |  | $ | 39,199 |  |  | $ | (6,875 | ) |  | $ | 56,700 |

F - 13

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 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.

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.

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 - 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

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 and three years from the date of grant. The rights of the ordinary shares issued upon the exercise of stock options or RSUs are identical to those of the other ordinary shares of the Company.

As of June 30, 2022, there were 235,394 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, 2022:

|  |  |  |  | Weighted average |  |  |  |
|  | Number of options |  |  | Exercise price |  |  | Remaining contractual term (in years) |  |  | Aggregate intrinsic value |
Outstanding at January 1, 2022 |  |  | 3,574,401 |  |  | $ | 2.46 |  |  |  | 45.90 |  |  | $ | 77,173 |
Granted |  |  | 302,514 |  |  |  | (* | ) |  |  | - |  |  |  | - |
Exercised |  |  | (739,748 | ) |  |  | 1.76 |  |  |  | - |  |  |  | 14,560 |
Cancelled |  |  | (81,087 | ) |  |  | 4.34 |  |  |  | - |  |  |  | - |
Outstanding at June 30, 2022 |  |  | 3,056,080 |  |  | $ | 2.34 |  |  |  | 47.78 |  |  | $ | 48,471 |
Exercisable at June 30, 2022 |  |  | 935,057 |  |  | $ | 5.16 |  |  |  | 3.50 |  |  | $ | 12,198 |
Vested and expected to vest at June 30, 2022 |  |  | 3,175,094 |  |  | $ | 2.36 |  |  |  | 1.57 |  |  | $ | 50,363 |

(*) Represents an amount less than $1

F - 15

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, 2022:

|  |  |  |  | Weighted average |  |  |  |
|  | Number of options |  |  | Exercise price |  |  | Remaining contractual term (in years) |  |  | Aggregate intrinsic value |
Outstanding at January 1, 2022 |  |  | 903,900 |  |  | $ | 2.37 |  |  |  | 46.16 |  |  | $ | 19,599 |
Granted |  |  | 177,344 |  |  |  | (* | ) |  |  | - |  |  |  | - |
Exercised |  |  | (226,497 | ) |  |  | (* | ) |  |  | - |  |  |  | 4,929 |
Cancelled |  |  | (8,688 | ) |  |  | (* | ) |  |  | - |  |  |  | - |
Outstanding at June 30, 2022 |  |  | 846,059 |  |  | $ | 2.53 |  |  |  | 43.53 |  |  | $ | 13,241 |
Exercisable at June 30, 2022 |  |  | 300,000 |  |  | $ | 5.35 |  |  |  | 5.08 |  |  | $ | 3,849 |
Vested and expected to vest at June 30, 2022 |  |  | 830,218 |  |  | $ | 2.58 |  |  |  | 2.45 |  |  | $ | 12,953 |

(*) 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.

NOTE 9: INCOME TAXES

The Company had a tax expense of $4,919 and $2,225 for the six months ended June 30, 2022 and 2021, respectively. The variations in the tax expenses between the periods are significantly impacted by increases in tax deductible intangible assets and the impact of foreign exchange fluctuations on non-USD tax assets and liabilities.

F - 16

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 10:EARNINGS PER SHARE

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

|  | Six months ended June 30, |
|  | 2022 |  |  | 2021 |
Numerator: |  |  |  |  |  |
Net income attributable to ordinary shares – basic and diluted |  | $ | 34,966 |  |  | $ | 10,389 |
Denominator: |  |  |  |  |  |  |  |
Number of ordinary shares outstanding during the year |  |  | 44,238,414 |  |  |  | 33,116,072 |
Weighted average effect of dilutive securities: |  |  |  |  |  |  |  |
Employee options and restricted share units |  |  | 2,972,355 |  |  |  | 3,173,730 |
Diluted number of ordinary shares outstanding |  |  | 47,210,769 |  |  |  | 36,289,802 |
Basic net earnings per ordinary share |  | $ | 0.79 |  |  | $ | 0.31 |
Diluted net earnings per ordinary share |  | $ | 0.74 |  |  | $ | 0.29 |
Potential ordinary shares equivalents excluded because their effect would have been anti-dilutive |  |  | 929,784 |  |  |  | 996,486 |

F - 17

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 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, |
|  | 2022 |  |  | 2021 |
Customer A |  |  | 35 | % |  |  | 45 | %

NOTE 12:GEOGRAPHIC INFORMATION

The following table presents the total revenues for six months ended June 30, 2022 and 2021, allocated to the geographic areas in which they were generated:

|  | Six months ended June 30, |
|  | 2022 |  |  | 2021 |
North America (mainly U.S.) |  | $ | 234,918 |  |  | $ | 167,552 |
Europe |  |  | 30,767 |  |  |  | 28,525 |
Other |  |  | 6,286 |  |  |  | 3,417 |
|  | $ | 271,971 |  |  | $ | 199,494 |

The following table presents the locations of the Company’s long-lived assets as of June 30, 2022 and December 31, 2021:

|  | June 30, |  |  | December 31, |
|  | 2022 |  |  | 2021 |
Israel |  | $ | 7,231 |  |  | $ | 8,049 |
U.S. |  |  | 6,489 |  |  |  | 7,524 |
Europe |  |  | 176 |  |  |  | 216 |
|  | $ | 13,896 |  |  | $ | 15,789 |

F - 18