Thank you and good morning. I want to start at the high-level.

We made real progress in 2018 inventing the three phase turnaround strategy that we commenced when I joined Perion almost two years ago. The plan was designed to reposition Perion for long-term growth and to do that, I knew we would face some short-term challenges along the way.

We entered the year with the goal to strengthen our financial position, continue to rationalize our expense structure and generate adjusted EBITDA in the range of $28 million to $32 million. Our goal also included the reallocation of resources to invest in new technology that will serve as the catalyst to drive growth.

I am pleased to report today that we have achieved these goals and delivered on our guidance projections. During the year, we generated $32.8 million in cash and reduced our debt by $20 million from $60.7 million to $40.5 million.

During the third quarter, we reached a tipping point for the first time in four years by achieving a positive net cash position where our debt fell below our cash level. We further reduced operating expenses by nearly $22.4 million and generated $29.6 million in adjusted EBITDA.

On a year-over-year basis, adjusted EBITDA increased slightly despite an 8% decline in total revenues for the same period. This is a direct result of the automated system was implemented throughout our operation, tight management control and the impact of the cost optimization initiatives we completed earlier in the year.

In parallel, with the successful completion of Phase 1 of our turnaround strategy, we have extended the runway to continue the second phase investment in technology that are necessary to reposition Perion for long-term growth. These investments are focused on further innovating Undertone's platform and differentiating our advertising and tech capability.

We will also continue to manage our business for earnings and leverage our strong cash generation to correct our engine for future growth. As we saw in 2018 and expect to see in 2019, this strategy has a short-term negative impact on advertising revenue but I believe it is necessary part of our evolution.

Preserving that positive results we deliver to our clients and maintaining our reputation within the industry trumps the need for short-term revenues that could be damaging over the long time to our business. The solution that Undertone launched in early 2018 synchronized digital branding, enable brands to deliver sequentially relevant messages across all platform, screen and engagement moments.

Think of it as the brand telling consistent story on a social platform and display channel rather than delivering fragmented messages. Delivering campaign that coherently the brand story across different channels is the next frontier in digital advertising.

It is one which requires a high degree of optimization using advanced AI and machine learning capability. Since we introduced Undertone's new narrative, we have increasingly gained significant traction from its performance.

This narrative is pivotal to transforming Undertone formerly selling high-impact ad units to full solution selling. As evident, we increased the spend of $1 million plus accounts by 12% which contributed $34 million of Undertone business in the past year.

We are so encouraged by the significant traction we gained that we made a decision to allocate additional R&D resources to further enhance Undertone's core technology in an ever-changing market in order to better meet the needs of our customer and all other partners. As we advance investments in advertisement technology, we believe there will be opportunities to integrate component of our advertising business with components of our search business which would further differentiate our products in a unique and powerful way.

As such, we have taken steps to further embrace the one company, one platform mindset. As part of that, we are taking steps to streamline our operating team.

Subsequent to the end of the year, Mike Pallad moved on from Undertone. We wish him the best of luck in his future endeavors.

Regarding CodeFuel business, we are finding new revenue opportunities for our industry-leading platform while maintaining and in fact deepening a strong and strategic relationship with Microsoft Bing. We are encouraged by the fact that despite the churn of our legacy products, we are demonstrating year-over-year new revenue growth.

The fourth quarter of 2018 is the third consecutive quarter that we are showing quarter-over-quarter growth. CodeFuel continues to generate significant cash flow, enabling us to invest even farther in our advertisement business.

The CodeFuel business has been resilient and our strong relationship with Bing suggests continued strength and cash generation for years to come. Looking forward, we expect 2019 to be a year of continued transition as we prioritize margins, profitability and long-term client relationship over sales.

We also introduce new capabilities as part of our offering that will ultimately be the catalyst for future growth. Based on our current visibility, we expect to increase R&D investment and expect to generate adjusted EBITDA in the range of $22 million to $24 million.

Now I will turn it over to our CFO, Maoz, to review the quarter and annual results in further detail. Maoz?

Thank you Doron. In the fourth quarter of 2018, revenue for Perion totaled $72 million comprised of $37.3 million of advertising revenue and $34.7 million of search and other revenue.

Revenue was down 7% from $77.3 million in the fourth quarter of last year. This was primarily the result of a 13% decrease in advertising revenue due to insufficient programmatic inventory to meet our demand for our programmatic high-impact ad units.

Despite of the churn of our legacy products, search revenue increased by 1% due to higher revenue-per-mille and the number of searches. Search and other revenue represent 48% of revenues for the fourth quarter of 2018 with advertising contributing 52%.

This compares sequentially to the third quarter of 2018 when search and other revenue contributed 54% and advertising revenue contributed 46%. Customer acquisition costs and media buy in the fourth quarter of 2018 were $36.6 million or 51% of revenue compared to $35.1 million or 45% of revenues in the fourth quarter of 2017.

This increase was primarily due to the churn of our legacy products in our search business and the shift in other product mix in our advertising business due to the effect of the header bidding and Chrome's ad blocker. Net income for the fourth quarter of 2018 was $4.9 million or $0.19 per diluted share compared to a net loss of $37.3 million or $1.44 per diluted share in the fourth quarter of 2017.

The net loss in the fourth quarter of 2017 included a non-cash impairment charge of $41.8 million to reduce the carrying value of goodwill and intangible assets related to our Undertone business and its fair value, which was primarily a result of industry trend at the time of the write-off. Perion non-GAAP net income in the fourth quarter of 2018 was $5.8 million or $0.21 per diluted share compared to $6.4 million or $0.24 per diluted share in the fourth quarter of 2017.

Adjusted EBITDA in the fourth quarter of 2018 was $11.5 million compared to $11.9 million in the fourth quarter of 2017. Turning now to our 2018 full-year results.

Total revenue for 2018 was $252.8 million compared to $274 million in 2017, representing a decrease of 8%. This decrease was primarily a result of search and other revenue declining 9% due to a churn of our legacy products and the 2017 network cleanup, along with a 6% decrease in our advertising revenue due to insufficient programmatic inventory to meet our demand for our programmatic high-impact ad units.

Search and other revenue represented 50% of revenue for the full year of 2018 with advertising also contributed 50%. This compares to the full-year of 2017 when search and other revenue contributed 51% and advertising contributed 49%.

Customer acquisition costs and media buy for 2018 was $128.4 million or 51% of revenue compared to $130.9 million or 48% of revenue in 2017. In search and other revenue, the increase as a percentage of revenues is primarily due to the churn of our legacy products, while in advertising the increase is mainly attributed to product mix and the effect of header bidding and Chrome ad blocker.

On a GAAP basis, full-year 2018 net income was $8.1 million or $0.31 per diluted share compared to a net loss of $72.8 million or $2.81 per diluted share in 2017. The loss in 2017 was primarily due to a goodwill and intangible impairment charges of $85.7 million related to our Undertone business.

Perion's non-GAAP net income for the full year 2018 was $17.8 million or $0.65 per diluted share compared to $17.4 million $0.72 per diluted share in 2017. Adjusted EBITDA was $29.6 million or 12% of revenue in 2018, as compared to $28.9 million or 11% of revenue in 2017.

Cash flow from operating activities for the full-year 2018 were $32.8 million compared to $36 million for the full-year 2017. As of December 31, 2018, we had cash, cash equivalent and short-term bank deposits of $43.1 million compared to $37.5 million as of December 31, 2017.

This concludes my financial overview for the fourth quarter and full-year 2018. I will now turn the call back to Doron.

Thank you Maoz. So where are we in our journey?

I believe we are in a very good place and I am pleased with the trajectory. In 2018, we largely completed Phase 1 of our turnaround where we focus on cost optimization to reduce a bloated corporate structure, which decreased operating expenses and strengthened Perion's overall financial position, those where burning platform and required immediate attention.

Upon completion, we advanced to the second phase of our strategy, which move us beyond fixing our company to advancing our core product capabilities. We have also started to further differentiate our advertising capabilities and strengthen our product offering around synchronized digital branding.

This technology is essential for our competitive advantage which will enable us to be focused on growth of our third phase. We also developing a new and truly innovative advertising management platform that we worked on intensively 2018 and continue to further develop this year.

This platform integrates creative technology and advanced AI and based on early feedback that we received from selected customers, it's inspiring. As a result of all of this, I am now way more optimistic than I was two years ago when I first joined.

We have eliminated uncertainty and vulnerability and are proceeding with strength and purpose. We are nearing the moment where the enormous investment in technology that we made is close to reaching fruition.

We are building a moat and a good moat takes time. I have no doubt that it will be our core differentiator and springboard for future growth.

By nature, I am not a patient person, but true innovation takes time and I am confident it will be worth the wait. Before I open the call to questions, I would like to thank our employees, partners and customer for their support during the past year.

I would also like to welcome our new shareholders. For those of you who may not track Perion's 13-D and 13-G filings last month, Ronen Shilo and Dror Erez, Co-Founder of Conduit, who became two of Perion's largest shareholder in 2014, each lowered their stake in the company by selling a combined 1.8 million shares.

They were bought by buyer's focus in the long-term in an orderly fashion through an open market block trade transaction that was premium priced at $3.30. Perion didn't have any involvement in this transaction.

With that said, operator, will you please open the call for questions. Operator?

Hi Doron.

Hi.

A little more color on the publisher network. Is that growing?

Or what are the trends there?

So publisher network definitely going. That's one of our main KPIs.

It has to do to efforts. One effort is towards the Tier 1 publisher and other efforts is Tier 2, 3.

We are definitely looking to enhance the publisher network more on what we call the local geo targeting as required from the campaign where activated.

Thanks. And basically for your Tier 1 and 2 accounts, how do they measure their return?

Because you are crossing basically across all the avenues here getting the message across. It there are a particular measurement or criteria that they are looking at?

You are talking about the publisher or the advertiser?

Actually, now I switched to the advertiser on that question.

Okay. So when it comes to the advertiser, first of all, we need to follow common KPIs that are in the industry.

It is clickthrough rates. It is the ability of the videos.

One of the unique things that we developed with one of our customer, it's called CPAT. It's very useful indicator, which is cost per attention.

That's one of the indicators that combined a lot of other into one factor which we are measuring at the end of every campaign and share it with our customer.

Thank you. And then just lastly, do you think that's it for impairment charges?

Or is there any potential for more this year?

So let me put it this way. We are doing this measurement on a yearly basis.

We did it this time and the fact that we didn't announce an impairment, it means that we are definitely fine.

Thank you.

Hello and thanks for taking my questions. I would like to know last year, MakeMeReach had obtained the Google Premier Partner badge.

I was hoping that you could explain the specific benefits associated with this? And could you give us a sense of your growth expectations for this segment now that you are in the U.S.?

So first and foremost, at this point we are mainly doing our efforts in Europe when it comes to MMR and we are about to launch the MMR condensed or incorporating to what Undertone is offering in one holistic offering which I described during the call, which is very much the essence of synchronized digital branding. So this synchronization is going to be with social and display.

Social from the MMR side and the display from the Undertone side. Now to your question.

So we are expecting definitely that there would be an impact on our revenue in 2019 that is doing through Undertone. In terms of the relationship that we announced with Google, so the integration is definitely there.

We are now working with an initial customer, developing a use case, focusing on certain vertical that we are being advised and guide by Google to show traction that consumer and we follow use case where they search first and then they are going into the social based on their request. And the idea is to amplify the results that they got in the Google platform into the social platform in order to get a better and high engagement from the consumer standpoint.

So far, it's working well. We didn't scale it.

We definitely need to test it and measure the results before we are selling this concept to advertisers. But so far we are very encouraging from this cooperation.

Okay. Thank you for that.

And your CodeFuel platform, it's used in conjunction with the Chrome extension. I was just curious if you knew what percentage of Chrome's extension that are out there actually utilize the CodeFuel platform?

And could you share your strategy for growth in this area?

Yes. So I can share the strategy for growth.

For obvious reasons, I cannot provide more details as far as the split between Chrome and other platform. But in terms of the strategy, we are having, as I mentioned, a great strategic cooperation with Bing.

I am sure you follow the Bing announcement as far as their cooperation with Yahoo that starting in the next month or so. All Yahoo advertisement with no exception are going to be Bing advertising.

So that's a great news for us because Bing will have a more demand and we are as the ones who provide the supply will definitely have more opportunity to grow within Bing as we are doing. In that sense, the discussion with Bing is finding all kinds of ways how we are able to drive more searches to the Bing platform.

And I must say that Bing developed a very, very interesting technology based on API that we are integrated with and we are close to announce the first joint product that we are doing together with Bing. And that will be great news for us.

It's month to two months away.

Great. And I have noticed, obviously for the full year and you are talking about increasing it further, your R&D spending.

What is the current focus of your engineering team with all this money going into R&D, if you could really spell that out what the current focus is? And when do you believe this investment will start to pay off?

Yes. It's a good question.

First of all, the challenge that we took is elevate what is known in the market where you are optimizing a single ad unit in your campaign. And the challenge that we took upon ourselves is with the high impact creative, we want to develop what we call an ad journey that will be aligned what advertisement are asking.

And the whole idea is how we are able to get the multiple touchpoint of our consumer across channels, across platform. Across channel means that will be social, it will be the search and of course display and vide.

Now if you think about it, that require a highest degree of optimization because you have agreed of, let's say, nine boxes and you need to define which ads will go first and based on what engagement what ad I am showing second and third in order to get the maximum engagement from a specific consumer. Not trivial at all.

It require a lot of data that will support this model. And as I mentioned, a lot of trial and error, AI engine that is supporting it.

If this is not enough, one of our main challenge is that if you start with kind of pre-setup or sequential advertisement starting with and you invest a lot about optimizing this initial plan, the whole point and we call it preflight type of thing, there is a very, very important element which we invested a lot, it's inflight. Now as much as you can plan well, what you are able to get while you are inflight and change again this permutation or setup versus those nine boxes in the grid I illustrated, that's very sophisticated technology that we are investing.

Now, everything is being measured on lift. I mean it's a great story what I told you.

But if it's not being reflected on increase on CTRs and in other KPIs that I mentioned before, we didn't to much. Keep in mind, that we want that it will be an optimized cost because we are adding more ad into the story in order at the end to get a higher engagement.

So that's the direction we are going. As I mentioned before, we are getting positive indication.

It's tuned for large customer. That's why we mentioned in this call that we are targeting more with this concept large advertiser who are spending more than $1 million a year in campaigns with us.

The number is growing and it's growing very much to that sophistication that we are bringing with our technology. And that's where the encouragement is coming from.

Now to your question, with that investment, where we are expecting a growth, a real growth on the Undertone business. I believe that it will definitely come in 2019 towards the second half of the 2019 and even more that in 2020.

Great. Thank you for that information.

Because obviously, you are in a transition period right now. I just wanted to get a feel for when that is going to benefit you.

I just have one further question. I am sorry.

I just have one further question.

Yes. Please go ahead.

Yes. I mean you paid down a significant portion of debt.

That's great. I am just curious if you could tell us what you anticipate, what your plans are for 2019?

How much debt to pay down?

As you know, we announced the refinancing, we get a new loan from Mizrahi of $25 million that is expected to over the next three years. So if we looking on 2019, we are expected to pay another $16 million in 2019, another $16 million dollars in 2020 and the rest we will pay in 2021.

Great. Thank you.

Once again, thanks for taking my question.

Yes. I just want to add one comment.

Since you mentioned the transition, it's important to mention that transition in Undertone is and I read in my script is, from selling an ad unit, high-impact ad unit with the rich creative ad unit to selling synchronized digital branding, which is a full solution, that's quite a transition. And we are encouraged by the results but at the same time we understand that it require massive training and massive changes in their operation, massive investment on automation that has to do with new challenges that has to do with the operation.

So it's a long journey to do this transition and do it in a way that it's scale and it generate significant margin.

Great. Thank you.

Thank you.

Yes. Thank you for taking my call.

Hi.

Hi. I am wondering about the revenue and the growth.

It seems revenue, we have been losing in the searches division. And I am just wondering, can the other divisions pick up that slack?

How are the avenues of growth here? Am I right?

Yes. So first of all, a very good question and I think that I was trying to explain the strategy.

And the strategy at this point is we believe that in order to drive growth and I am talking about real predictable, sustainable growth. As someone who has a background on enterprise software, I truly believe that this needs to be on the foundation of technology.

And when you are doing it, you are creating your core differentiator. I describe it as a moat which is the way I illustrated to our engineering team and that's what we have in mind.

It's very easy in our business to grow revenue by arbitrage between the buy side and the sell side. That's not what we are after.

We are 16 years in business when it comes to our advertising arm. We are very much build a reputation on quality, high creative ad and the service that we deliver to our customer.

Now with that in mind, we are moving to the next phase and developing here a full solution that we will sell to our customer. And by doing this, you have to investment on the technology.

So the way the growth will come is that in order to support the massive investment that you are doing in engineering will definitely enjoy the EBITDA contribution that the search is doing, even despite of the slight decline in revenue. So that's our three phases turnaround strategy that I keep mentioning every call.

Yes. What about some acquisitions going forward?

See, I was in business at one time and when things got rough, I always looked for another company that has synergy that is exactly what we were making. And it always helped me out going forward.

I cut an awful lot of overhead out doing that. So I am just thinking, that might be a good thing for the future.

I think it's right on. I think it's a good thing for the future.

Definitely, if you have technical thoughts that you want to accelerate the time-to-market and definitely if you are looking at revenue which needs to in a way integrated to what we are doing. Keep in mind, that even though we work really hard to be in a point where we have more cash than debt, we need to be really careful and we need to be really careful because the statistics is that most of acquisitions didn't work out the way you anticipate.

Yes. I know.

You need to find the right fit, the culture fit. So we worked really two years to be at eh point where now we can look at it in a serious way, but at the same time very cautious on what we are doing or how much we are paying and how the post-merger integration looks like.

Myself, I was always cautious and that's the way to do it. But you can get help that way, I am sure of it.

Another question I would like to ask also is on your debt. I think the last time you spoke, you mentioned that 2019 we are going to pay off the whole debt.

We should be debt free. I think you mentioned last time around.

In any case, what is these payoffs? Could they possibly earnings if we didn't have the debt?

Do you follow what I mean?

No.

I mean, for instance --

First of all, as far as first part of your question, I didn't recall saying that in 2019 we will get rid of the debt. What we announced, I think it was two months ago that we very much consolidate all the debt in one place.

And as Maoz mentioned before, a good 40% of the debt would be returned in 2019. The other 40% in 2020 and the remaining in 2021.

Then I must have misread that. Okay.

I just curious, the paying of debt, is that coming off from our revenue? Is that how it's working?

Yes. Paying the debt is coming from our --

This is Maoz. The company, as you know, derived positive operating cash every year.

We are using part of this amount in order to pay our debt. And our plan then as the announced in the past will be to keep on reducing the debt.

Okay. Well, thank you very much.

Thank you.

Thank you.

Thank you. In the quarter, how much was the revenue hurt by not having enough supply?

In the quarter in Q4, the revenue hurt by between $5 million to $7 million.

Okay. The adjusted EBITDA of $30 million for the last 12 months was despite not having enough supply and additional expenses and investments and new hiring, new platform.

The press release states 2019 is to be a year of prioritizing profits and margins. My question is, yet the guidance on EBITDA is lower despite having a priority on profits.

If you discuss how the priority can be on increased profits, yet the guidance is lower EBITDA?

Yes. There is one element that we have in our press release and we put it on the earning call which has to do of increasing substantially the investment on engineering.

Based on the encouragement of the sales that we did on the new narrative that we introduced in 2018. We show the plan to the Board of what this additional, not yet substantial investment will take us to and in order to get even a greater growth in the future.

Okay. So the R&D will basically go up around the difference between $30 million of EBITDA and the $23 million, about $7 million more research and development, pretty much?

Yes, pretty much. Yes, you are very close in your estimate.

Okay. Well, a question on Bing please.

Bing has 30% market share in desktop search but Bing has almost very little market share in mobile search. If Bing mobile search reaches the same market share as in desktop search, then would your search revenue basically double or increase significantly?

More than double.

Okay. And so does Bing have plans to go into search more?

What has been their plan for Bing mobile search?

Since we are in a very strict NDA, I cannot share with you the plans. But I can tell you and that's not a secret that they are doing tremendous effort in order to be a search player in mobile because the mobile is growing way, way greater than desktop.

And as such, they are working closely with us and with other Bing partners to contribute to this effort.

Okay. I had two more questions.

They are very quick, I think.

Please.

The advertising division with Undertone, is the goal to convert the installed base to the new AI platform?

Yes.

Okay. So is that's true, what is the average CPM of the AI platform versus the average CPM of your traditional advertising revenue?

Hold on for a second. So I think at this point where we are doing some initial sales with the new platform and working with some design partners, I think it's too early for us to say what will be the implication on the CPM.

Okay. Following through on that, are the clients waiting for the new supply in order to use the new AI platform and therefore they are reluctant to use the traditional advertising services of Undertone?

Just because the AI platform is so much better for their ROI, they would rather just wait for the AI platform instead of giving you business for your traditional advertising services?

So the advertiser is not waiting for anything because they have their own calendar. And if they plan to launch their product, they will launch their product, regardless.

I mean this is the most important because there are many at the enterprise that work for this moment and they will do what they have do. At the same time, we definitely share with them our plans.

We share with them what is the expected lift and the fact that they will able to get way higher return on their ad spend in the future than they we did before. And they are cooperating.

They are providing with us their insight as far as the new platform. And I must say that they are enthusiastic to be at this point because it gives them, as I explained, way more touchpoint and way more capabilities in order to retarget and in order to get better engagement with their audience.

So this is future outlook for them.

Okay. Thank you.

Those were my questions.

You are welcome. Thank you.

Hi. Thanks for taking my question.

The new loan facility, the $25 million, it was my understanding that the previous that had buyback restrictions, does this new loan facility have that as well? Or could that potentially be possibility before all the debt has been paid off?

There is no connection to buyback. We just take one loan and we paid with other with different schedule and different terms.

As I just explained, we just extend the payment for the next two years.

Okay. So there is no current restriction if the Board decided that they wanted to do a buyback even with the lower EBITDA, trading only about three times value that could be a possibility?

Again, we are always looking on our policy around buyback. We don't have any plan right now in place.

But we don't have an limitation according to our loan right now.

Okay. Are you still planning on changing the name to Undertone and when does that actually take effect?

That's a good question. I mean we have to get it to a proxy to our shareholders and once we got it, we will do it at the right timing.

Okay. And lat question, the dual listing in Tel Aviv, it was my understanding that was mainly because of the previous debt.

Is that still a requirement? Or is that potentially now that their stance has shifted to New York that you would delist from there and save those cost?

Actually, as a company that's traded here in Israel and also in New York, the different cost is not major. Right now we are keeping trading also in Tel Aviv and in New York.

And we don't plan to change it in the near future.

Okay. All right.

Thank you.

Welcome.

Thank you very much for participating and we will see on the next earnings call. Thanks again.