UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 8, 2019
 
Marin Software Incorporated
(Exact name of Registrant as Specified in Its Charter)
 
 
Delaware
001-35838
20-4647180
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
 
123 Mission Street, 27th Floor
San Francisco, California 94105
 
94105
(Address of Principal Executive Offices)
 
(Zip Code)

(415) 399-2580
Registrant’s Telephone Number, Including Area Code

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.001 per share
MRIN
The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition.

On August 8, 2019, Marin Software Incorporated issued a press release announcing its financial results for the quarter ended June 30, 2019, as well as forward-looking projections for the third quarter ending September 30, 2019. The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits.
 
(d) Exhibits.

Exhibit No.
 
Description
99.1
 
 


 SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
Marin Software Incorporated
 
 
 
 
Date: August 8, 2019
 
By:
/s/ Bradley W. Kinnish
 
 
 
Bradley W. Kinnish
 
 
 
Chief Financial Officer

 
Exhibit 99.1

Marin Software Announces Second Quarter 2019 Financial Results

San Francisco, CA (August 8, 2019) – Marin Software Incorporated (NASDAQ: MRIN), a leading provider of digital marketing software for performance-driven advertisers and agencies, today announced financial results for the second quarter ended June 30, 2019.

Marin strengthened its balance sheet during the second quarter and continued to expand support for emerging channels such as Amazon, LinkedIn, and Apple Search Ads,” said Chris Lien, Chief Executive Officer of Marin Software. “We are also helping navigate significant industry changes such as Intelligent Tracking Prevention, so that advertisers can focus on growing their business through search, social and eCommerce advertising.”

Second Quarter 2019 Business and Product Release Highlights:

Expanded Amazon Sponsored Brand support with a new campaign creation tool and added algorithmic bidding capability.

Built a Linking Wizard for seamless onboarding of new Amazon Sponsored Products campaigns.

Released an Intelligent Tracking Prevention impact analysis tool, which will estimate missing conversion data on the Safari browser.

Added support for LinkedIn reporting, which helps marketers looking to leverage LinkedIn’s audience data to measure performance alongside other media channels, resulting in smarter cross-channel budget allocation.

Launched Cross-Channel Audience Hub, which gives users the ability to automatically sync CRM Audience Lists across Google and Facebook within the same workflow.

Released Keyword-by-Device reporting in MarinOne, which provides a detailed understanding of mobile ad effectiveness.

Added bidding support for Apple Search Ads, which allows Marin customers to leverage a full-funnel view with Marin’s cross-channel reporting tool and allocate spend to the most efficient marketing channels.

Second Quarter 2019 Financial Updates:

Net revenues totaled $12.5 million, a year-over-year decrease of 12% when compared to $14.3 million in the second quarter of 2018.

GAAP loss from operations was ($4.5) million, resulting in a GAAP operating margin of (36%), as compared to a GAAP loss from operations of ($8.4) million and a GAAP operating margin of (59%) for the second quarter of 2018.

Non-GAAP loss from operations was ($2.6) million, resulting in a non-GAAP operating margin of (21%), as compared to a non-GAAP loss from operations of ($6.3) million and a non-GAAP operating margin of (44%) for the second quarter of 2018.

Cash, cash equivalents and restricted cash totaled $10.9 million as of June 30, 2019, as compared to $11.5 million as of December 31, 2018.

Reconciliations of GAAP to non-GAAP financial measures have been provided in the financial statement tables included in this press release. An explanation of these measures is also included below, under the heading "Non-GAAP Financial Measures.”


Financial Outlook:

Marin is providing guidance for its third quarter of 2019 as follows:

Forward-Looking Guidance
In millions

   
Range of Estimate
 
 
 
From
   
To
 
Three Months Ending September 30, 2019
           
Revenues, net
 
$
10.8
   
$
11.3
 
Non-GAAP loss from operations
   
(3.5
)
   
(3.0
)

Non-GAAP loss from operations excludes the effects of stock-based compensation, amortization of internally developed software and intangible assets, impairment of goodwill and long-lived assets, capitalization of internally developed software and non-recurring costs associated with restructurings.
 
Additionally, the Company does not reconcile its forward-looking non-GAAP loss from operations, due to variability between revenues and non-cash items such as stock-based compensation. The GAAP loss from operations includes stock-based compensation expense, which is affected by hiring and retention needs, as well as the future price of Marin’s stock. As a result, a reconciliation of the forward-looking non-GAAP financial measures to the corresponding GAAP measures cannot be made without unreasonable effort.

Quarterly Results Conference Call

Marin Software will host a conference call today at 2:00 PM Pacific Time (5:00 PM Eastern Time) to review the Company’s financial results for the quarter ended June 30, 2019, and its outlook for the future. To access the call, please dial (877) 705-6003 in the United States or (201) 493-6725 internationally with reference to the company name and conference title. A live webcast of the conference call will be accessible at http://public.viavid.com/index.php?id=135321. Following the completion of the call through 11:59 p.m. Eastern Time on August 15, 2019, a recorded replay will be available on the Company’s website at http://investor.marinsoftware.com/ and a telephone replay will be available by dialing (844) 512-2921 in the United States or (412) 317-6671 internationally with the recording access code 13692475.

About Marin Software

Marin Software Incorporated’s (NASDAQ: MRIN) mission is to give advertisers the power to drive higher efficiency and transparency in their paid marketing programs that run on the world’s largest publishers. Marin Software offers a unified SaaS advertising management platform for search, social, and eCommerce advertising. The Company helps digital marketers convert precise audiences, improve financial performance, and make better decisions. Headquartered in San Francisco with offices worldwide, Marin Software’s technology powers marketing campaigns around the globe. For more information about Marin Software, please visit www.marinsoftware.com.

Non-GAAP Financial Measures

Marin uses certain non-GAAP financial measures in this release. Marin uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating its ongoing operational performance. Marin believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures that Marin uses may differ from measures that other companies may use.
 
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
 
Non-GAAP expenses, measures and net loss per share. Marin defines non-GAAP sales and marketing, non-GAAP research and development, non-GAAP general and administrative, non-GAAP gross profit, non-GAAP operating loss and non-GAAP net loss as the respective GAAP balances, adjusted for stock-based compensation, amortization of internally developed software and intangible assets, impairment of goodwill and long-lived assets, non-cash expenses related to debt agreements, capitalization of internally developed software and non-recurring costs associated with restructurings. Non-GAAP net loss per share is calculated as non-GAAP net loss divided by the weighted average shares outstanding.



Adjusted EBITDA. Marin defines Adjusted EBITDA as net loss, adjusted for stock-based compensation expense, depreciation, amortization of internally developed software and intangible assets, capitalization of internally developed software, impairment of goodwill and long-lived assets, provision for income taxes, other income, net and non-recurring costs associated with restructurings. These amounts are often excluded by other companies to help investors understand the operational performance of their business. The Company uses Adjusted EBITDA as a measurement of its operating performance because it assists in comparing the operating performance on a consistent basis by removing the impact of certain non-cash and non-operating items. Adjusted EBITDA reflects an additional way of viewing aspects of the operations that Marin believes, when viewed with the GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting its business.
 
Prior to 2019, Marin also included deferred costs associated with contracts and the related amortization as an adjustment to net loss for the purposes of calculating the non-GAAP financial measures described above, but has updated its definition to no longer include those items. Non-GAAP financial measures for prior periods have been adjusted to conform to current period presentation.

Forward-Looking Statements

This press release contains forward-looking statements including, among other things, statements regarding Marin’s business, expectations about our ability to return to growth, impact of investments in product and technology on future operating results, progress on product development efforts, product capabilities and future financial results, including its outlook for the third quarter of 2019. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to our ability to grow sales to new and existing customers; our ability to expand our sales and marketing capabilities; our ability to retain and attract qualified management and technical personnel; delays in the release of updates to our product platform or new features; competitive factors, including but not limited to pricing pressures, entry of new competitors and new applications; quarterly fluctuations in our operating results due to a number of factors; inability to adequately forecast our future revenues, expenses, Adjusted EBITDA, cash flows or other financial metrics; delays, reductions or slower growth in the amount spent on online and mobile advertising and the development of the market for cloud-based software; progress in our efforts to update our software platform; adverse changes in our relationships with and access to publishers and advertising agencies and strategic business partners; level of usage and advertising spend managed on our platform; our ability to expand sales of our solutions in channels other than search advertising; any slow-down in the search advertising market generally; shift in customer digital advertising budgets from search to segments in which we are not as deeply penetrated; the development of the market for digital advertising; acceptance and continued usage of our platform and services by customers and our ability to provide high-quality technical support to our customers; material defects in our platform including those resulting from any updates we introduce to our platform, service interruptions at our single third-party data center or breaches in our security measures; our ability to develop enhancements to our platform; our ability to protect our intellectual property; our ability to manage risks associated with international operations; the impact of fluctuations in currency exchange rates, particularly an increase in the value of the dollar; near term changes in sales of our software services or spend under management may not be immediately reflected in our results due to our subscription business model; adverse changes in general economic or market conditions; and the ability to acquire and integrate other businesses. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including our most recent report on Form 10-K, recent reports on Form 10-Q and current reports on Form 8-K, which we may file from time to time, and all of which are available free of charge at the SEC’s website at www.sec.gov. Any of these risks could cause actual results to differ materially from expectations set forth in the forward-looking statements. All forward-looking statements in this press release reflect Marin’s expectations as of August 8, 2019. Marin assumes no obligation to, and expressly disclaims any obligation to update any such forward-looking statements after the date of this release.

Investor Relations Contact:

Brad Kinnish
CFO, Marin Software Incorporated
(415) 430-7646
ir@marinsoftware.com

Media Contact:

Wesley MacLaggan
Marketing, Marin Software Incorporated
(415) 399-2580
press@marinsoftware.com




Marin Software Incorporated
Condensed Consolidated Balance Sheets
(On a GAAP basis)

 
 
June 30,
   
December 31,
 
(Unaudited; in thousands, except par value)
 
2019
   
2018
 
Assets
           
Current assets
           
Cash and cash equivalents
 
$
9,886
   
$
10,210
 
Restricted cash
   
971
     
1,293
 
Accounts receivable, net
   
9,983
     
12,906
 
Prepaid expenses and other current assets
   
3,773
     
4,642
 
Total current assets
   
24,613
     
29,051
 
Property and equipment, net
   
9,985
     
11,815
 
Right-of-use assets, operating leases
   
10,410
     
 
Goodwill
   
1,936
     
1,943
 
Intangible assets, net
   
938
     
1,938
 
Other non-current assets
   
1,549
     
2,045
 
Total assets
 
$
49,431
   
$
46,792
 
Liabilities and Stockholders’ Equity
               
Current liabilities
               
Accounts payable
 
$
1,911
   
$
2,699
 
Accrued expenses and other current liabilities
   
9,719
     
10,632
 
Operating lease liabilities
   
5,423
     
 
Total current liabilities
   
17,053
     
13,331
 
Operating lease liabilities, non-current
   
6,524
     
 
Other long-term liabilities
   
2,299
     
4,090
 
Total liabilities
   
25,876
     
17,421
 
Stockholders’ equity
               
Common stock, $0.001 par value
   
7
     
6
 
Additional paid-in capital
   
297,903
     
295,116
 
Accumulated deficit
   
(273,322
)
   
(264,713
)
Accumulated other comprehensive loss
   
(1,033
)
   
(1,038
)
Total stockholders’ equity
   
23,555
     
29,371
 
Total liabilities and stockholders’ equity
 
$
49,431
   
$
46,792
 




Marin Software Incorporated
Condensed Consolidated Statements of Operations
(On a GAAP basis)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
(Unaudited; in thousands, except per share data)
 
2019
   
2018
   
2019
   
2018
 
Revenues, net
 
$
12,476
   
$
14,251
   
$
25,924
   
$
29,653
 
Cost of revenues
   
5,929
     
6,963
     
11,740
     
14,535
 
Gross profit
   
6,547
     
7,288
     
14,184
     
15,118
 
Operating expenses
                               
Sales and marketing
   
4,087
     
6,154
     
8,721
     
13,535
 
Research and development
   
4,660
     
5,817
     
9,555
     
11,972
 
General and administrative
   
2,277
     
3,766
     
5,498
     
7,143
 
Total operating expenses
   
11,024
     
15,737
     
23,774
     
32,650
 
Loss from operations
   
(4,477
)
   
(8,449
)
   
(9,590
)
   
(17,532
)
Other income, net
   
532
     
377
     
1,072
     
672
 
Loss before provision for income taxes
   
(3,945
)
   
(8,072
)
   
(8,518
)
   
(16,860
)
Provision for income taxes
   
58
     
204
     
91
     
528
 
Net loss
 
$
(4,003
)
 
$
(8,276
)
 
$
(8,609
)
 
$
(17,388
)
Net loss per common share, basic and diluted
 
$
(0.65
)
 
$
(1.44
)
 
$
(1.42
)
 
$
(3.02
)
Weighted-average shares outstanding, basic and diluted
   
6,201
     
5,767
     
6,074
     
5,751
 




Marin Software Incorporated
Condensed Consolidated Statements of Cash Flows
(On a GAAP basis)

   
Six Months Ended June 30,
 
(Unaudited; in thousands)
 
2019
   
2018
 
Operating activities
           
Net loss
 
$
(8,609
)
 
$
(17,388
)
Adjustments to reconcile net loss to net cash used in operating activities
               
Depreciation
   
981
     
1,557
 
Amortization of internally developed software
   
1,705
     
1,943
 
Amortization of intangible assets
   
1,000
     
1,341
 
Loss on disposals of property and equipment and right-of-use assets
   
14
     
 
Amortization of deferred costs to obtain and fulfill contracts
   
881
     
1,145
 
Unrealized foreign currency gains
   
(15
)
   
(25
)
Stock-based compensation related to equity awards and restricted stock
   
1,447
     
2,058
 
Provision for bad debts
   
(177
)
   
35
 
Net change in operating leases
   
(234
)
   
 
Changes in operating assets and liabilities
               
Accounts receivable
   
3,103
     
2,438
 
Prepaid expenses and other assets
   
485
     
(1,199
)
Accounts payable
   
(777
)
   
(877
)
Accrued expenses and other current liabilities
   
(217
)
   
(425
)
Net cash used in operating activities
   
(413
)
   
(9,397
)
Investing activities
               
Purchases of property and equipment
   
(86
)
   
(200
)
Capitalization of internally developed software
   
(870
)
   
(1,295
)
Net cash used in investing activities
   
(956
)
   
(1,495
)
Financing activities
               
Proceeds from issuance of common shares through equity distribution agreement, net of offering costs
   
1,504
     
 
Payments of principal on finance lease liabilities
   
(682
)
   
(656
)
Employee taxes paid for withheld shares upon equity award settlement
   
(190
)
   
(110
)
Proceeds from employee stock purchase plan, net
   
80
     
165
 
Net cash provided by (used in) financing activities
   
712
     
(601
)
Effect of foreign exchange rate changes on cash and cash equivalents and restricted cash
   
11
     
(124
)
Net decrease in cash and cash equivalents and restricted cash
   
(646
)
   
(11,617
)
Cash and cash equivalents and restricted cash
               
Beginning of period
   
11,503
     
28,837
 
End of period
 
$
10,857
   
$
17,220
 




Marin Software Incorporated
Reconciliation of GAAP to Non-GAAP Expenses

   
Three Months Ended
   
Year Ended
   
Three Months Ended
 
 
 
March 31,
   
June 30,
   
September 30,
   
December 31,
   
December 31,
   
March 31,
   
June 30,
 
(Unaudited; in thousands)
 
2018
   
2018
   
2018
   
2018
   
2018
   
2019
   
2019
 
Sales and Marketing (GAAP)
 
$
7,381
   
$
6,154
   
$
5,296
   
$
4,594
   
$
23,425
   
$
4,634
   
$
4,087
 
Less Stock-based compensation
   
(240
)
   
(271
)
   
(181
)
   
(265
)
   
(957
)
   
(180
)
   
(205
)
Less Amortization of intangible assets
   
(213
)
   
(184
)
   
(130
)
   
(131
)
   
(658
)
   
(64
)
   
 
Less Restructuring related expenses
   
(497
)
   
(48
)
   
(113
)
   
(169
)
   
(827
)
   
(157
)
   
(66
)
Sales and Marketing (Non-GAAP)
 
$
6,431
   
$
5,651
   
$
4,872
   
$
4,029
   
$
20,983
   
$
4,233
   
$
3,816
 
Research and Development (GAAP)
 
$
6,155
   
$
5,817
   
$
5,471
   
$
5,007
   
$
22,450
   
$
4,895
   
$
4,660
 
Less Stock-based compensation
   
(339
)
   
(314
)
   
(339
)
   
(406
)
   
(1,398
)
   
(281
)
   
(269
)
Less Amortization of intangible assets
   
(237
)
   
(234
)
   
(234
)
   
(233
)
   
(938
)
   
(234
)
   
(234
)
Less Restructuring related expenses
   
(115
)
   
     
     
     
(115
)
   
     
 
Plus Capitalization of internally developed software
   
693
     
602
     
398
     
436
     
2,129
     
482
     
388
 
Research and Development (Non-GAAP)
 
$
6,157
   
$
5,871
   
$
5,296
   
$
4,804
   
$
22,128
   
$
4,862
   
$
4,545
 
General and Administrative (GAAP)
 
$
3,377
   
$
3,766
   
$
2,921
   
$
3,049
   
$
13,113
   
$
3,221
   
$
2,277
 
Less Stock-based compensation
   
(245
)
   
(273
)
   
(195
)
   
(164
)
   
(877
)
   
(99
)
   
(146
)
Less Amortization of intangible assets
   
(3
)
   
     
     
     
(3
)
   
     
 
Less Restructuring related expenses
   
(111
)
   
(36
)
   
(11
)
   
     
(158
)
   
     
 
General and Administrative (Non-GAAP)
 
$
3,018
   
$
3,457
   
$
2,715
   
$
2,885
   
$
12,075
   
$
3,122
   
$
2,131
 




Marin Software Incorporated
Reconciliation of GAAP to Non-GAAP Measures

   
Three Months Ended
   
Year Ended
   
Three Months Ended
 
   
March 31,
   
June 30,
   
September 30,
   
December 31,
   
December 31,
   
March 31,
   
June 30,
 
(Unaudited; in thousands)
 
2018
   
2018
   
2018
   
2018
   
2018
   
2019
   
2019
 
Gross Profit (GAAP)
 
$
7,830
   
$
7,288
   
$
6,694
   
$
9,665
   
$
31,477
   
$
7,637
   
$
6,547
 
Plus Stock-based compensation
   
204
     
172
     
160
     
203
     
739
     
125
     
142
 
Plus Amortization of internally developed software
   
957
     
986
     
928
     
903
     
3,774
     
750
     
955
 
Plus Amortization of intangible assets
   
237
     
233
     
234
     
234
     
938
     
234
     
234
 
Plus Restructuring related expenses
   
139
     
     
37
     
     
176
     
6
     
 
Gross Profit (Non-GAAP)
 
$
9,367
   
$
8,679
   
$
8,053
   
$
11,005
   
$
37,104
   
$
8,752
   
$
7,878
 
Operating Loss (GAAP)
 
$
(9,083
)
 
$
(8,449
)
 
$
(21,734
)
 
$
(2,985
)
 
$
(42,251
)
 
$
(5,113
)
 
$
(4,477
)
Plus Impairment of goodwill
   
     
     
14,740
     
     
14,740
     
     
 
Plus Stock-based compensation
   
1,028
     
1,030
     
875
     
1,038
     
3,971
     
685
     
762
 
Plus Amortization of internally developed software
   
957
     
986
     
928
     
903
     
3,774
     
750
     
955
 
Plus Amortization of intangible assets
   
690
     
651
     
598
     
598
     
2,537
     
532
     
468
 
Plus Restructuring related expenses
   
862
     
84
     
161
     
169
     
1,276
     
163
     
66
 
Less Capitalization of internally developed software
   
(693
)
   
(602
)
   
(398
)
   
(436
)
   
(2,129
)
   
(482
)
   
(388
)
Operating Loss (Non-GAAP)
 
$
(6,239
)
 
$
(6,300
)
 
$
(4,830
)
 
$
(713
)
 
$
(18,082
)
 
$
(3,465
)
 
$
(2,614
)
Net Loss (GAAP)
 
$
(9,112
)
 
$
(8,276
)
 
$
(21,494
)
 
$
(2,362
)
 
$
(41,244
)
 
$
(4,606
)
 
$
(4,003
)
Plus Impairment of goodwill
   
     
     
14,740
     
     
14,740
     
     
 
Plus Stock-based compensation
   
1,028
     
1,030
     
875
     
1,038
     
3,971
     
685
     
762
 
Plus Amortization of internally developed software
   
957
     
986
     
928
     
903
     
3,774
     
750
     
955
 
Plus Amortization of intangible assets
   
690
     
651
     
598
     
598
     
2,537
     
532
     
468
 
Plus Restructuring related expenses
   
862
     
84
     
161
     
169
     
1,276
     
163
     
66
 
Less Capitalization of internally developed software
   
(693
)
   
(602
)
   
(398
)
   
(436
)
   
(2,129
)
   
(482
)
   
(388
)
Net Loss (Non-GAAP)
 
$
(6,268
)
 
$
(6,127
)
 
$
(4,590
)
 
$
(90
)
 
$
(17,075
)
 
$
(2,958
)
 
$
(2,140
)
 


Marin Software Incorporated
Calculation of Non-GAAP Earnings Per Share

   
Three Months Ended
   
Year Ended
   
Three Months Ended
 
 
 
March 31,
   
June 30,
   
September 30,
   
December 31,
   
December 31,
   
March 31,
   
June 30,
 
(Unaudited; in thousands, except per share data)
 
2018
   
2018
   
2018
   
2018
   
2018
   
2019
   
2019
 
Net Loss (Non-GAAP)
 
$
(6,268
)
 
$
(6,127
)
 
$
(4,590
)
 
$
(90
)
 
$
(17,075
)
 
$
(2,958
)
 
$
(2,140
)
Weighted-average shares outstanding, basic and diluted
   
5,736
     
5,767
     
5,787
     
5,841
     
5,783
     
5,945
     
6,201
 
Non-GAAP net loss per common share, basic and diluted
 
$
(1.09
)
 
$
(1.06
)
 
$
(0.79
)
 
$
(0.02
)
 
$
(2.95
)
 
$
(0.50
)
 
$
(0.35
)
                                                         

Marin Software Incorporated
Reconciliation of Net Loss to Adjusted EBITDA

   
Three Months Ended
   
Year Ended
   
Three Months Ended
 
 
 
March 31,
   
June 30,
   
September 30,
   
December 31,
   
December 31,
   
March 31,
   
June 30,
 
(Unaudited; in thousands)
 
2018
   
2018
   
2018
   
2018
   
2018
   
2019
   
2019
 
Net Loss
 
$
(9,112
)
 
$
(8,276
)
 
$
(21,494
)
 
$
(2,362
)
 
$
(41,244
)
 
$
(4,606
)
 
$
(4,003
)
Depreciation
   
798
     
759
     
628
     
473
     
2,658
     
499
     
482
 
Amortization of internally developed software
   
957
     
986
     
928
     
903
     
3,774
     
750
     
955
 
Amortization of intangible assets
   
690
     
651
     
598
     
598
     
2,537
     
532
     
468
 
Provision for (benefit from) income taxes
   
324
     
204
     
96
     
(38
)
   
586
     
33
     
58
 
Impairment of goodwill
   
     
     
14,740
     
     
14,740
     
     
 
Stock-based compensation
   
1,028
     
1,030
     
875
     
1,038
     
3,971
     
685
     
762
 
Capitalization of internally developed software
   
(693
)
   
(602
)
   
(398
)
   
(436
)
   
(2,129
)
   
(482
)
   
(388
)
Restructuring related expenses
   
862
     
84
     
161
     
169
     
1,276
     
163
     
66
 
Other income, net
   
(295
)
   
(377
)
   
(336
)
   
(585
)
   
(1,593
)
   
(540
)
   
(532
)
Adjusted EBITDA
 
$
(5,441
)
 
$
(5,541
)
 
$
(4,202
)
 
$
(240
)
 
$
(15,424
)
 
$
(2,966
)
 
$
(2,132
)