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Marin Software Announces Second Quarter 2015 Financial Results

August 5, 2015 4:06 PM

SAN FRANCISCO, CA -- (Marketwired) -- 08/05/15 -- Marin Software Incorporated (NYSE: MRIN)

Marin Software Incorporated (NYSE: MRIN), provider of a leading cross-channel performance advertising cloud for advertisers and agencies, today announced financial results for the second quarter ended June 30, 2015.

"Marin Software delivered another solid quarter with 18% revenue growth in constant currency, and we are encouraged by the growing interest in our multi-channel advertising cloud across social, search and display," said David A. Yovanno, Chief Executive Officer of Marin. "Importantly, we are taking a renewed and disciplined approach to efficiency in the business and remain on track to achieving Adjusted EBITDA breakeven in the fourth quarter of 2015.

"I am also pleased with the addition of two new leaders in our finance group. As recently announced, Catriona Fallon has joined us as Chief Financial Officer, and brings to Marin proven financial leadership, strategic planning skills and execution capabilities. In addition, we recently brought on a seasoned professional, Jason Starr, to lead our investor relations efforts. I am confident that we now have the skill set and expertise needed to drive Marin's strategic initiatives and to improve and articulate our value to shareholders."

Second Quarter 2015 Financial Highlights:

A reconciliation of GAAP to non-GAAP financial measures has 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."

Second Quarter 2015 Business Highlights

Financial Outlook:

As of August 5, 2015, Marin is initiating guidance for its third quarter and updating guidance for the full year 2015:


                          Forward-Looking Guidance
                     In millions, except per share data

                                                         Range of Estimate
                                                          From        To
                                                       ---------  ---------
Three Months Ending September 30, 2015
  Revenues, net                                        $    25.5  $    26.0
  Non-GAAP loss from operations                        $    (6.4) $    (5.9)
  Non-GAAP net loss per share                          $   (0.18) $   (0.16)
  Weighted-average shares outstanding                       37.0
Year Ending December 31, 2015
  Revenues, net                                        $   105.0  $   106.5
  Non-GAAP loss from operations                        $   (21.0) $   (20.0)
  Non-GAAP net loss per share                          $   (0.60) $   (0.57)
  Weighted-average shares outstanding                       36.6

Non-GAAP loss from operations and non-GAAP net loss per share excludes the effects of stock-based compensation, amortization of internally developed software, amortization of intangible assets, noncash expenses related to warrants, non-recurring costs associated with acquisitions, benefit from income taxes related to acquisitions and capitalization of internally developed software.

At current spot rates, our guidance assumes a 4% negative impact to revenue growth for both the third quarter and the full year 2015 as compared to the same periods in 2014.

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, 2015, and its outlook for the future. To access the call, please dial (877) 705-6003 in the U.S. or (201) 493-6725 internationally with reference to the company name and conference title. A live webcast of the conference call will be accessible from Marin Software's website at: http://investor.marinsoftware.com/. Following the completion of the call through 11:59 p.m. EST on August 12, 2015, a recording will be available for replay at: http://investor.marinsoftware.com/ and a telephone replay will be available by dialing (877) 870-5176 in the U.S. or (858) 384-5517 internationally with the recording access code 13613414.

About Marin Software

Marin Software Incorporated (NYSE: MRIN) provides a leading cross-channel performance advertising cloud for advertisers and agencies to measure, manage and optimize more than $7.2 billion as of December 2014 in annualized ad spend across the web and mobile devices. Offering an integrated SaaS platform for search, display and social advertising, Marin helps digital marketers improve financial performance, save time, and make better decisions. Advertisers use Marin to create, target, and convert precise audiences based on recent buying signals from users' search, social and display interactions. Headquartered in San Francisco with offices in nine countries, Marin's technology powers marketing campaigns around the globe. For more information about Marin's products, please visit: http://www.marinsoftware.com/solutions/overview.

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 expense, the amortization of intangible assets, the capitalization of internally developed software, noncash expenses related to the issuance of warrants, the amortization of internally developed software, the benefit from income taxes related to acquisition and the non-recurring costs associated with acquisitions. Non-GAAP net loss per share is calculated as non-GAAP net loss divided by the weighted average shares outstanding that are adjusted to assume the conversion of outstanding preferred shares to common shares as of the beginning of the period.

Adjusted EBITDA. Marin defines Adjusted EBITDA as net loss, adjusted for stock-based compensation expense, depreciation, the amortization of internally developed software, the amortization of intangible assets, the capitalization of internally developed software, interest expense, net, the benefit from or provision for income taxes, other income or expenses, net and the non-recurring costs associated with acquisitions. 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.

Non-GAAP constant currency revenues and growth. Marin defines non-GAAP constant currency revenues as total revenues excluding the impact of foreign exchange rate movements, and uses it to determine the constant currency revenue growth on a year-over-year basis. Non-GAAP constant currency revenues are calculated by translating current quarter or year-to-date revenues using the average prior period exchange rates. Constant currency revenue growth (expressed as a percentage) is calculated by determining the increase in current quarter and year-to-date revenues over prior period revenues, where current quarter international revenues are translated using prior period exchange rates. The Company considers non-GAAP constant currency revenues and growth as useful metrics as they facilitate management's internal comparison to historical performance, because they exclude the effects of foreign currency volatility that are not indicative of the Company's operating results. Marin believes they provide useful supplemental information to investors about the financial performance of the business, enable a comparison of financial results between periods where certain items may vary independent of business performance and allow for greater transparency with respect to key metrics used by management in operating the business.

Forward-Looking Statements

This press release contains forward-looking statements including, among other things, statements regarding Marin's business, growth, position in the industry, product capabilities, market acceptance of Marin's social and display products, search industry trends and adjusted EBITDA projections and other future financial results, including its outlook for the third quarter of 2015 and fiscal year 2015. 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; 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; delays, reductions or slower growth in the amount spent on online and mobile advertising and the development of the market for cloud-based software; adverse changes in our relationships with and access to publishers and advertising agencies; 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 or revenue acquisition management; 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, 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, including our acquisitions of Perfect Audience and SocialMoov. 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, 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 5, 2015. Marin assumes no obligation to, and expressly disclaims any obligation to update any such forward-looking statements after the date of this release.


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

                                                  June 30,     December 31,
(Unaudited; in thousands, except par value)         2015           2014
                                               -------------  -------------
Assets
Current assets
  Cash and cash equivalents                    $      41,470  $      68,253
  Accounts receivable, net                            20,345         18,726
  Prepaid expenses and other current assets            6,573          4,751
                                               -------------  -------------
    Total current assets                              68,388         91,730
Property and equipment, net                           19,686         16,274
Goodwill                                              19,619         11,527
Intangible assets, net                                12,058          7,399
Other noncurrent assets                                  893          1,287
                                               -------------  -------------
    Total assets                               $     120,644  $     128,217
                                               =============  =============
Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable                             $       2,066  $       3,737
  Accrued expenses and other current
   liabilities                                        13,044         12,053
  Deferred revenues                                    1,008          2,052
  Current portion of long-term debt                    1,877          2,587
                                               -------------  -------------
    Total current liabilities                         17,995         20,429
Long-term debt, less current portion                      15            621
Other long-term liabilities                            4,609          1,050
                                               -------------  -------------
    Total liabilities                                 22,619         22,100
                                               -------------  -------------
Stockholders' equity
  Common stock, $0.001 par value                          37             35
  Additional paid-in capital                         267,447        253,221
  Accumulated deficit                               (168,099)      (146,392)
  Accumulated other comprehensive loss                (1,360)          (747)
                                               -------------  -------------
    Total stockholders' equity                        98,025        106,117
                                               -------------  -------------
    Total liabilities and stockholders' equity $     120,644  $     128,217
                                               =============  =============


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

                                  Three Months Ended     Six Months Ended
                                       June 30,              June 30,
                                 --------------------  --------------------
(Unaudited; in thousands, except
 per share data)                    2015       2014       2015       2014
                                 ---------  ---------  ---------  ---------
Revenues, net                    $  26,775  $  23,853  $  53,188  $  46,669
Cost of revenues (1) (2)            10,599      8,763     20,308     17,146
                                 ---------  ---------  ---------  ---------
    Gross profit                    16,176     15,090     32,880     29,523
                                 ---------  ---------  ---------  ---------
Operating expenses (1) (2)
Sales and marketing                 13,064     11,978     25,221     23,966
Research and development             9,194      6,627     17,678     12,710
General and administrative           5,655      5,368     11,375      9,786
                                 ---------  ---------  ---------  ---------
    Total operating expenses        27,913     23,973     54,274     46,462
                                 ---------  ---------  ---------  ---------
    Loss from operations           (11,737)    (8,883)   (21,394)   (16,939)
Interest expense, net                   (8)       (62)       (19)      (128)
Other (expenses) income, net          (164)      (286)        80       (281)
                                 ---------  ---------  ---------  ---------
    Loss before (provision for)
     benefit from income taxes     (11,909)    (9,231)   (21,333)   (17,348)
(Provision for) benefit from
 income taxes                         (138)     2,440       (374)     2,252
                                 ---------  ---------  ---------  ---------
    Net loss                     $ (12,047) $  (6,791) $ (21,707) $ (15,096)
                                 =========  =========  =========  =========
Net loss per common share, basic
 and diluted                     $   (0.33) $   (0.20) $   (0.60) $   (0.45)
                                 =========  =========  =========  =========
Weighted-average shares
 outstanding, basic and diluted     36,389     33,771     36,028     33,563
                                 ---------  ---------  ---------  ---------

(1) Includes stock-based
 compensation expense as
 follows:
  Cost of revenues               $     322  $     192  $     551  $     403
  Sales and marketing                  954        449      1,669        852
  Research and development           2,340        649      3,967      1,086
  General and administrative         1,323        651      2,247      1,097
                                 ---------  ---------  ---------  ---------
    Total                        $   4,939  $   1,941  $   8,434  $   3,438
                                 =========  =========  =========  =========

(2) Includes amortization of
 intangible assets as follows:
  Cost of revenues               $     276  $      57  $     491  $      57
  Sales and marketing                  247         37        427         37
  Research and development             276         57        492         57
  General and administrative            37         11         72         11
                                 ---------  ---------  ---------  ---------
    Total                        $     836  $     162  $   1,482  $     162
                                 =========  =========  =========  =========


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

                                                         Six Months Ended
                                                             June 30,
                                                       --------------------
(Unaudited; in thousands)                                 2015       2014
                                                       ---------  ---------
Operating activities
Net loss                                               $ (21,707) $ (15,096)
Adjustments to reconcile net loss to net cash used in
 operating activities
  Depreciation                                             3,305      2,717
  Amortization of internally developed software            1,167        910
  Amortization of intangible assets                        1,482        162
  Loss on disposal of property and equipment                   9         14
  Unrealized foreign currency gain                          (229)        --
  Noncash interest expense related to warrants issued
   in connection with debt                                    17         92
  Stock-based compensation related to equity awards
   and restricted stock                                    8,434      3,438
  Provision for bad debt                                     309        287
  Deferred income tax benefits                               (80)    (2,802)
  Excess tax benefits from stock-based award
   activities                                                 (9)       (65)
  Changes in operating assets and liabilities, net of
   effect of acquisition
    Accounts receivable                                     (733)    (1,645)
    Prepaid expenses and other current assets             (1,797)      (803)
    Other assets                                             405        252
    Accounts payable                                      (1,498)       524
    Deferred revenues                                     (1,043)    (1,061)
    Accrued expenses and other current liabilities         2,216     (1,167)
                                                       ---------  ---------
      Net cash used in operating activities               (9,752)   (14,243)
                                                       ---------  ---------
Investing activities
Purchases of property and equipment                       (5,459)    (1,405)
Capitalization of internally developed software           (2,424)    (1,346)
Acquisition of businesses, net of cash acquired           (7,509)    (4,151)
                                                       ---------  ---------
      Net cash used in investing activities              (15,392)    (6,902)
                                                       ---------  ---------
Financing activities
Repayment of notes payable                                (2,376)    (1,657)
Repurchase of unvested shares                                 (2)        (6)
Proceeds from exercise of common stock options             1,028      1,532
Proceeds from employee stock purchase plan                   185        726
Stock issuance costs                                         (51)        --
Excess tax benefits from stock-based award activities          9         65
                                                       ---------  ---------
      Net cash (used in) provided by financing
       activities                                         (1,207)       660
                                                       ---------  ---------
        Effect of foreign exchange rate changes on
         cash and cash equivalents                          (432)        --
      Net decrease in cash and cash equivalents          (26,783)   (20,485)
Cash and cash equivalents
Beginning of period                                       68,253    104,407
                                                       ---------  ---------
End of period                                          $  41,470  $  83,922
                                                       ---------  ---------
Supplemental disclosure of noncash investing and
 financing activities
Purchases of property and equipment recorded in
 accounts payable and accrued expenses                 $   1,341  $     110
Issuance of common stock under employee stock purchase
 plan                                                        548        715
Issuance of common stock in connection with business
 combination                                               4,337     11,195
Shares withheld to cover payroll taxes related to the
 vesting of restricted stock units                           513         --


Marin Software Inc.
Reconciliation of GAAP to Non-GAAP Expenses (1)


                                         Three Months Ended
                         --------------------------------------------------
(Unaudited; in            March 31,     June 30,    September     December
 thousands)                  2014         2014       30, 2014     31, 2014
                         -----------  -----------  -----------  -----------
Sales and Marketing
 (GAAP)                  $    11,989  $    11,978  $    12,186  $    11,563
  Less Stock-based
   compensation                 (403)        (449)        (530)        (513)
  Less Amortization of
   intangible assets              --          (37)        (112)        (112)
                         -----------  -----------  -----------  -----------
Sales and Marketing
 (Non-GAAP)              $    11,586  $    11,492  $    11,544  $    10,938
Research and Development
 (GAAP)                  $     6,083  $     6,627  $     7,824  $     8,217
  Less Stock-based
   compensation                 (437)        (649)      (1,362)      (1,337)
  Less Amortization of
   intangible assets              --          (57)        (170)        (170)
  Plus Capitalization of
   internally developed
   software                      617          729        1,035          765
                         -----------  -----------  -----------  -----------
Research and Development
 (Non-GAAP)              $     6,263  $     6,650  $     7,327  $     7,475
General and
 Administrative (GAAP)   $     4,416  $     5,368  $     5,682  $     5,791
  Less Stock-based
   compensation                 (446)        (651)        (851)        (849)
  Less Amortization of
   intangible assets              --          (11)         (32)         (32)
  Less Acquisition
   related expenses               --         (217)          (8)        (125)
                         -----------  -----------  -----------  -----------
General and
 Administrative (Non-
 GAAP)                   $     3,970  $     4,489  $     4,791  $     4,785




                               -------------
                                 Year Ended     Three Months Ended
                                -----------  ------------------------
      (Unaudited; in              December    March 31,     June 30,
       thousands)                 31, 2014       2015         2015
                                -----------  -----------  -----------
      Sales and Marketing
       (GAAP)                   $    47,716  $    12,157  $    13,064
        Less Stock-based
         compensation                (1,895)        (715)        (954)
        Less Amortization of
         intangible assets             (261)        (180)        (247)
                                -----------  -----------  -----------
      Sales and Marketing
       (Non-GAAP)               $    45,560  $    11,262  $    11,863
      Research and Development
       (GAAP)                   $    28,751  $     8,484  $     9,194
        Less Stock-based
         compensation                (3,785)      (1,627)      (2,340)
        Less Amortization of
         intangible assets             (397)        (216)        (276)
        Plus Capitalization of
         internally developed
         software                     3,146          827        1,597
                                -----------  -----------  -----------
      Research and Development
       (Non-GAAP)               $    27,715  $     7,468  $     8,175
      General and
       Administrative (GAAP)    $    21,257  $     5,720  $     5,655
        Less Stock-based
         compensation                (2,797)        (924)      (1,323)
        Less Amortization of
         intangible assets              (75)         (35)         (37)
        Less Acquisition
         related expenses              (350)        (408)        (128)
                                -----------  -----------  -----------
      General and
       Administrative (Non-
       GAAP)                    $    18,035  $     4,353  $     4,167

                               -------------
(1)  The sum of the quarterly financial information may vary from full year
     financial information due to rounding.


Marin Software Inc.
Reconciliation of GAAP to Non-GAAP Measures (1)


                                         Three Months Ended
                         --------------------------------------------------
(Unaudited; in            March  31,    June 30,    September     December
 thousands)                  2014         2014       30, 2014     31, 2014
                         -----------  -----------  -----------  -----------
Gross Profit (GAAP)      $    14,432  $    15,090  $    16,539  $    17,679
  Plus Stock-based
   compensation                  211          192          173          189
  Plus Amortization of
   internally developed
   software                      445          465          480          515
  Plus Amortization of
   intangible assets              --           57          171          171
                         -----------  -----------  -----------  -----------
Gross Profit (Non-GAAP)  $    15,088  $    15,804  $    17,363  $    18,554
Operating Loss (GAAP)    $    (8,056) $    (8,883) $    (9,153) $    (7,892)
  Plus Stock-based
   compensation                1,497        1,941        2,916        2,888
  Plus Amortization of
   internally developed
   software                      445          465          480          515
  Plus Amortization of
   intangible assets              --          162          485          485
  Plus Acquisition
   related expenses               --          217            8          125
  Less Capitalization of
   internally developed
   software                     (617)        (729)      (1,035)        (765)
                         -----------  -----------  -----------  -----------
Operating Loss (Non-
 GAAP)                   $    (6,731) $    (6,827) $    (6,299) $    (4,644)
Net Loss (GAAP)          $    (8,306) $    (6,791) $    (9,244) $    (8,830)
  Plus Stock-based
   compensation                1,497        1,941        2,916        2,888
  Plus Amortization of
   internally developed
   software                      445          465          480          515
  Plus Amortization of
   intangible assets              --          162          485          485
  Plus Noncash expenses
   related to warrants            46           46           22            9
  Plus Acquisition
   related expenses               --          217            8          125
  Less Capitalization of
   internally developed
   software                     (617)        (729)      (1,035)        (765)
  Less Effects of income
   taxes related to
   acquisition                    --       (2,603)          --          318
                         -----------  -----------  -----------  -----------
Net Loss (Non-GAAP)      $    (6,935) $    (7,292) $    (6,368) $    (5,255)




                               -------------
                                 Year Ended     Three Months Ended
                                -----------  ------------------------
      (Unaudited; in              December    March 31,     June 30,
       thousands)                 31, 2014       2015         2015
                                -----------  -----------  -----------
      Gross Profit (GAAP)       $    63,740  $    16,704  $    16,176
        Plus Stock-based
         compensation                   765          229          322
        Plus Amortization of
         internally developed
         software                     1,905          542          625
        Plus Amortization of
         intangible assets              399          215          276
                                -----------  -----------  -----------
      Gross Profit (Non-GAAP)   $    66,809  $    17,690  $    17,399
      Operating Loss (GAAP)     $   (33,984) $    (9,657) $   (11,737)
        Plus Stock-based
         compensation                 9,242        3,495        4,939
        Plus Amortization of
         internally developed
         software                     1,905          542          625
        Plus Amortization of
         intangible assets            1,132          646          836
        Plus Acquisition
         related expenses               350          408          128
        Less Capitalization of
         internally developed
         software                    (3,146)        (827)      (1,597)
                                -----------  -----------  -----------
      Operating Loss (Non-
       GAAP)                    $   (24,501) $    (5,393) $    (6,806)
      Net Loss (GAAP)           $   (33,171) $    (9,660) $   (12,047)
        Plus Stock-based
         compensation                 9,242        3,495        4,939
        Plus Amortization of
         internally developed
         software                     1,905          542          625
        Plus Amortization of
         intangible assets            1,132          646          836
        Plus Noncash expenses
         related to warrants            123            9            8
        Plus Acquisition
         related expenses               350          408          128
        Less Capitalization of
         internally developed
         software                    (3,146)        (827)      (1,597)
        Less Effects of income
         taxes related to
         acquisition                 (2,285)          --           --
                                -----------  -----------  -----------
      Net Loss (Non-GAAP)       $   (25,850) $    (5,387) $    (7,108)

                               -------------
(1)  The sum of the quarterly financial information may vary from full year
     financial information due to rounding.


Marin Software Inc.
Calculation of Non-GAAP Earnings Per Share (1)


                                         Three Months Ended
                         --------------------------------------------------
(Unaudited; in
 thousands, except per    March 31,     June 30,    September     December
 share data)                 2014         2014       30, 2014     31, 2014
                         -----------  -----------  -----------  -----------
Net Loss (Non-GAAP)      $    (6,935) $    (7,292) $    (6,368) $    (5,255)
Weighted-average shares
 outstanding, basic and
 diluted                      33,112       33,771       34,849       35,060
                         -----------  -----------  -----------  -----------
Non-GAAP net loss per
 common share, basic and
 diluted                 $     (0.21) $     (0.22) $     (0.18) $     (0.15)
                         ===========  ===========  ===========  ===========




                               -------------
                                 Year Ended     Three Months Ended
                                -----------  ------------------------
      (Unaudited; in
       thousands, except per      December    March 31,     June 30,
       share data)                31, 2014       2015         2015
                                -----------  -----------  -----------
      Net Loss (Non-GAAP)       $   (25,850) $    (5,387) $    (7,108)
      Weighted-average shares
       outstanding, basic and
       diluted                       34,210       35,745       36,389
                                -----------  -----------  -----------
      Non-GAAP net loss per
       common share, basic and
       diluted                  $     (0.76) $     (0.15) $     (0.20)
                                ===========  ===========  ===========

                               -------------

Marin Software Inc.
Reconciliation of Net Loss to Adjusted EBITDA (1)


                                         Three Months Ended
                         --------------------------------------------------
(Unaudited; in            March 31,     June 30,    September     December
 thousands)                  2014         2014       30, 2014     31, 2014
                         -----------  -----------  -----------  -----------
Net Loss                 $    (8,306) $    (6,791) $    (9,244) $    (8,830)
  Depreciation                 1,350        1,367        1,428        1,524
  Amortization of
   internally developed
   software                      445          465          480          515
  Amortization of
   intangible assets              --          162          485          485
  Interest expense, net           66           62           33           16
  Provision for (benefit
   from) income taxes            188       (2,440)         259          537
                         -----------  -----------  -----------  -----------
EBITDA                   $    (6,257) $    (7,175) $    (6,559) $    (5,753)
  Stock-based
   compensation                1,497        1,941        2,916        2,888
  Capitalization of
   internally developed
   software                     (617)        (729)      (1,035)        (765)
  Acquisition related
   expenses                       --          217            8          125
  Other (income)
   expenses, net                  (4)         286         (201)         385
                         -----------  -----------  -----------  -----------
Adjusted EBITDA          $    (5,381) $    (5,460) $    (4,871) $    (3,120)
                         ===========  ===========  ===========  ===========




                               -------------
                                 Year Ended     Three Months Ended
                                -----------  ------------------------
      (Unaudited; in              December    March 31,     June 30,
       thousands)                 31, 2014       2015         2015
                                -----------  -----------  -----------
      Net Loss                  $   (33,171) $    (9,660) $   (12,047)
        Depreciation                  5,669        1,630        1,675
        Amortization of
         internally developed
         software                     1,905          542          625
        Amortization of
         intangible assets            1,132          646          836
        Interest expense, net           177           11            8
        Provision for (benefit
         from) income taxes          (1,456)         236          138
                                -----------  -----------  -----------
      EBITDA                    $   (25,744) $    (6,595) $    (8,765)
        Stock-based
         compensation                 9,242        3,495        4,939
        Capitalization of
         internally developed
         software                    (3,146)        (827)      (1,597)
        Acquisition related
         expenses                       350          408          128
        Other (income)
         expenses, net                  466         (244)         164
                                -----------  -----------  -----------
      Adjusted EBITDA           $   (18,832) $    (3,763) $    (5,131)
                                ===========  ===========  ===========

                               -------------
(1)  The sum of the quarterly financial information may vary from full year
     financial information due to rounding.


Marin Software Inc.
Non-GAAP Constant Currency Revenue Reconciliation (1)

                                          Three Months Ended
                                         ------------------- --------------
                                          June 30,  June 30, Year-Over-Year
(Unaudited; in thousands)                   2015      2014       Growth
                                         --------- --------- --------------
Revenues, as reported                    $  26,775 $  23,853             12%
Foreign currency exchange impact on 2015
 revenues using 2014 rates                   1,253        --             --
                                         --------- --------- --------------
Revenues, at constant currency           $  28,028 $  23,853             18%
                                         ========= ========= ==============

(1)  Constant currency excludes the impact of foreign currency fluctuations
     and is computed by applying the average exchange rates from the three
     months ended June 30, 2014, to the revenues during the corresponding
     period in 2015.

Investor Relations Contact:

Jason Starr
Investor Relations
Marin Software
415-906-8179
[email protected]

Media Contact:

John McNulty
Marketing
Marin Software
415-906-8165
[email protected]

Source: Marin Software

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