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Marin Software Announces Fourth Quarter and Full Year 2015 Financial Results

February 18, 2016 4:15 PM

SAN FRANCISCO, CA -- (Marketwired) -- 02/18/16 -- 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 fourth quarter and full year ended December 31, 2015.

"We are pleased to report a strong finish to 2015. Not only did we exceed our revenue expectations in the fourth quarter, but we achieved positive Adjusted EBITDA, positive non-GAAP earnings per share and positive free cash flow for the first time in the Company's history," said David A. Yovanno, chief executive officer of Marin Software. "We are clearly making progress in transforming our business and we believe that our investments in the Marin platform position us to realize our multichannel Ad Cloud vision in 2016."

Fourth Quarter 2015 Financial Highlights:

Full Year 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."

Fourth Quarter 2015 Business and Product Release Highlights

Financial Outlook: As of February 18, 2016, Marin is initiating guidance for its first quarter 2016 as follows:


                          Forward-Looking Guidance
                     In millions, except per share data

                                                         Range of Estimate
                                                          From        To
                                                       ---------  ---------
Three Months Ending March 31, 2016
  Revenues, net                                        $    26.4  $    27.0
  Non-GAAP income (loss) from operations               $    (1.9) $    (1.3)
  Non-GAAP net income (loss) per share                 $   (0.06) $   (0.04)
  Weighted-average shares outstanding                       37.8

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 and restructurings, benefit from income taxes related to acquisitions, and capitalization of internally developed software.

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 and full year ended December 31, 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. Eastern Time on February 25, 2016, 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 13629366.

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 $7.8 billion in annualized ad spend across the web and mobile devices. Offering an integrated SaaS ad management platform for search, social, and display 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 eight countries, Marin's technology powers marketing campaigns around the globe. For more information about Marin's products, please visit: http://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 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 and restructurings. 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 income (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 and 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 and for bonus compensation purposes, 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 and year-to-date 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, benefits of investment in Marin's software platform, position in the industry, product capabilities and adjusted EBITDA projections and other future financial results, including its outlook for the first quarter of 2016. 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; inability to adequately forecast our future revenue, 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; 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, 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 February 18, 2016. 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)

                                                December 31,   December 31,
(Unaudited; in thousands, except par value)         2015           2014
                                               -------------  -------------
Assets
Current assets
  Cash and cash equivalents                    $      37,326  $      68,253
  Accounts receivable, net                            21,718         18,726
  Prepaid expenses and other current assets            4,186          4,751
                                               -------------  -------------
    Total current assets                              63,230         91,730
Property and equipment, net                           21,817         16,274
Goodwill                                              19,417         11,527
Intangible assets, net                                10,405          7,399
Other noncurrent assets                                1,323          1,287
                                               -------------  -------------
    Total assets                               $     116,192  $     128,217
                                               =============  =============
Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable                             $       1,710  $       3,737
  Accrued expenses and other current
   liabilities                                        11,185         12,053
  Deferred revenues                                    1,430          2,052
  Current portion of long-term debt                    1,384          2,587
                                               -------------  -------------
    Total current liabilities                         15,709         20,429
Long-term debt, less current portion                   1,557            621
Other long-term liabilities                            4,795          1,050
                                               -------------  -------------
    Total liabilities                                 22,061         22,100
                                               -------------  -------------
Stockholders' equity
  Common stock, $0.001 par value                          37             35
  Additional paid-in capital                         275,604        253,221
  Accumulated deficit                               (179,733)      (146,392)
  Accumulated other comprehensive loss                (1,777)          (747)
                                               -------------  -------------
    Total stockholders' equity                        94,131        106,117
                                               -------------  -------------
    Total liabilities and stockholders' equity $     116,192  $     128,217
                                               =============  =============



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

                                  Three Months Ended        Year Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
(Unaudited; in thousands, except
 per share data)                    2015       2014       2015       2014
                                 ---------  ---------  ---------  ---------
Revenues, net                    $  29,015  $  27,002  $ 108,530  $  99,354
Cost of revenues (1) (2) (3)         9,454      9,323     40,137     35,614
                                 ---------  ---------  ---------  ---------
    Gross profit                    19,561     17,679     68,393     63,740
                                 ---------  ---------  ---------  ---------
Operating expenses (1) (2) (3)
Sales and marketing                  9,076     11,563     45,132     47,716
Research and development             7,478      8,217     33,318     28,751
General and administrative           5,134      5,791     22,391     21,257
                                 ---------  ---------  ---------  ---------
    Total operating expenses        21,688     25,571    100,841     97,724
                                 ---------  ---------  ---------  ---------
    Income (loss) from
     operations                     (2,127)    (7,892)   (32,448)   (33,984)
Interest income (expense), net         (36)       (16)      (118)      (177)
Other income (expenses), net           356       (385)       222       (466)
                                 ---------  ---------  ---------  ---------
    Loss before (provision for)
     benefit from income taxes      (1,807)    (8,293)   (32,344)   (34,627)
(Provision for) benefit from
 income taxes                         (331)      (537)    (1,005)     1,456
                                 ---------  ---------  ---------  ---------
    Net income (loss)            $  (2,138) $  (8,830) $ (33,349) $ (33,171)
                                 =========  =========  =========  =========
Net income (loss) per common
 share, basic and diluted        $   (0.06) $   (0.25) $   (0.91) $   (0.97)
                                 =========  =========  =========  =========
Weighted-average shares
 outstanding, basic and diluted     37,212     35,060     36,580     34,210
                                 ---------  ---------  ---------  ---------

(1) Includes stock-based
 compensation expense as
 follows:
  Cost of revenues               $     371  $     189  $   1,171  $     765
  Sales and marketing                  433        513      2,537      1,895
  Research and development           1,687      1,337      7,518      3,785
  General and administrative         1,088        849      4,393      2,797
                                 ---------  ---------  ---------  ---------
    Total                        $   3,579  $   2,888  $  15,619  $   9,242
                                 =========  =========  =========  =========

(2) Includes amortization of
 intangible assets as follows:
  Cost of revenues               $     271  $     171  $   1,033  $     399
  Sales and marketing                  247        112        921        261
  Research and development             271        170      1,034        397
  General and administrative            37         32        146         75
                                 ---------  ---------  ---------  ---------
    Total                        $     826  $     485  $   3,134  $   1,132
                                 =========  =========  =========  =========

(3) Includes restructuring
 related expenses as follows:
  Cost of revenues               $      68  $      --  $     173  $      --
  Sales and marketing                   59         --        718         --
  Research and development              --         --         53         --
  General and administrative             6         --        270         --
                                 ---------  ---------  ---------  ---------
    Total                        $     133  $      --  $   1,214  $      --
                                 =========  =========  =========  =========



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

                                                  Year Ended December 31,
                                               ----------------------------
(Unaudited; in thousands)                           2015           2014
                                               -------------  -------------
Operating activities
Net income (loss)                              $     (33,349) $     (33,171)
Adjustments to reconcile net income (loss) to
 net cash provided by (used in) operating
 activities
  Depreciation                                         6,993          5,669
  Amortization of internally developed
   software                                            2,550          1,905
  Amortization of intangible assets                    3,134          1,132
  Loss on disposal of property and equipment              19             16
  Unrealized foreign currency gains                     (216)            --
  Noncash interest expense related to warrants
   issued in connection with debt                         42            123
  Stock-based compensation related to equity
   awards and restricted stock                        15,619          9,242
  Provision for bad debts                              1,210            821
  Deferred income tax benefits                          (177)        (2,258)
  Excess tax benefits from stock-based award
   activities                                             (3)          (126)
  Changes in operating assets and liabilities,
   net of effect of acquisition
    Accounts receivable                               (2,986)        (4,561)
    Prepaid expenses and other current assets            575         (2,009)
    Other assets                                         348           (497)
    Accounts payable                                  (1,597)         1,387
    Deferred revenues                                   (625)          (540)
    Accrued expenses and other current
     liabilities                                       1,382         (1,523)
                                               -------------  -------------
      Net cash provided by (used in) operating
       activities                                     (7,081)       (24,390)
                                               -------------  -------------
Investing activities
Purchases of property and equipment                   (8,584)        (5,317)
Capitalization of internally developed
 software                                             (5,568)        (3,146)
Acquisition of business, net of cash acquired         (7,738)        (4,151)
                                               -------------  -------------
      Net cash provided by (used in) investing
       activities                                    (21,890)       (12,614)
                                               -------------  -------------
Financing activities
Repayment of notes payable                            (3,649)        (3,130)
Debt issuance costs                                      (53)            --
Repurchase of unvested shares                             (2)           (20)
Proceeds from exercise of common stock options         1,439          2,472
Proceeds from employee stock purchase plan,
 net                                                     968          1,402
Excess tax benefits from stock-based award
 activities                                                3            126
                                               -------------  -------------
      Net cash provided by (used in) financing
       activities                                     (1,294)           850
                                               -------------  -------------
        Effect of foreign exchange rate
         changes on cash and cash equivalents           (662)            --
      Net increase (decrease) in cash and cash
       equivalents                                   (30,927)       (36,154)
Cash and cash equivalents
Beginning of period                                   68,253        104,407
                                               -------------  -------------
End of period                                  $      37,326  $      68,253
                                               -------------  -------------
Supplemental disclosure of noncash investing
 and financing activities
Purchases of property and equipment recorded
 in accounts payable and accrued expenses      $          --  $       1,364
Acquisition of equipment through capital
 leases                                                2,350             --
Issuance of common stock under employee stock
 purchase plan                                         1,035          1,402
Issuance of common stock in connection with
 business combination                                  4,338         11,195



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

                                                                    Year
                                 Three Months Ended                Ended
                     ------------------------------------------  ---------
(Unaudited; in       March 31,  June 30,   September   December   December
 thousands)             2014      2014     30, 2014    31, 2014   31, 2014
                     ---------  --------  ----------  ---------  ---------
Sales and Marketing
 (GAAP)              $  11,989  $ 11,978  $   12,186  $  11,563  $  47,716
  Less Stock-based
   compensation           (403)     (449)       (530)      (513)    (1,895)
  Less Amortization
   of intangible
   assets                   --       (37)       (112)      (112)      (261)
  Less Restructuring
   related expenses         --        --          --         --         --
                     ---------  --------  ----------  ---------  ---------
Sales and Marketing
 (Non-GAAP)          $  11,586  $ 11,492  $   11,544  $  10,938  $  45,560
Research and
 Development (GAAP)  $   6,083  $  6,627  $    7,824  $   8,217  $  28,751
  Less Stock-based
   compensation           (437)     (649)     (1,362)    (1,337)    (3,785)
  Less Amortization
   of intangible
   assets                   --       (57)       (170)      (170)      (397)
  Less Restructuring
   related expenses         --        --          --         --         --
  Plus Capitalization
   of internally
   developed software      617       729       1,035        765      3,146
                     ---------  --------  ----------  ---------  ---------
Research and
 Development (Non-
 GAAP)               $   6,263  $  6,650  $    7,327  $   7,475  $  27,715
General and
 Administrative
 (GAAP)              $   4,416  $  5,368  $    5,682  $   5,791  $  21,257
  Less Stock-based
   compensation           (446)     (651)       (851)      (849)    (2,797)
  Less Amortization
   of intangible
   assets                   --       (11)        (32)       (32)       (75)
  Less Acquisition
   related expenses         --      (217)         (8)      (125)      (350)
  Less Restructuring
   related expenses         --        --          --         --         --
                     ---------  --------  ----------  ---------  ---------
General and
 Administrative (Non-
 GAAP)               $   3,970  $  4,489  $    4,791  $   4,785  $  18,035



                                                                    Year
                                 Three Months Ended                Ended
                     ------------------------------------------  ---------
(Unaudited; in       March 31,  June 30,   September   December   December
 thousands)             2015      2015     30, 2015    31, 2015   31, 2015
                     ---------  --------  ----------  ---------  ---------
Sales and Marketing
 (GAAP)              $  12,157  $ 13,064  $   10,835  $   9,076  $  45,132
  Less Stock-based
   compensation           (715)     (954)       (435)      (433)    (2,537)
  Less Amortization
   of intangible
   assets                 (180)     (247)       (247)      (247)      (921)
  Less Restructuring
   related expenses         --        --        (659)       (59)      (718)
                     ---------  --------  ----------  ---------  ---------
Sales and Marketing
 (Non-GAAP)          $  11,262  $ 11,863  $    9,494  $   8,337  $  40,956
Research and
 Development (GAAP)  $   8,484  $  9,194  $    8,162  $   7,478  $  33,318
  Less Stock-based
   compensation         (1,627)   (2,340)     (1,864)    (1,687)    (7,518)
  Less Amortization
   of intangible
   assets                 (216)     (276)       (271)      (271)    (1,034)
  Less Restructuring
   related expenses         --        --         (53)        --        (53)
  Plus Capitalization
   of internally
   developed software      827     1,597       1,683      1,461      5,568
                     ---------  --------  ----------  ---------  ---------
Research and
 Development (Non-
 GAAP)               $   7,468  $  8,175  $    7,657  $   6,981  $  30,281
General and
 Administrative
 (GAAP)              $   5,720  $  5,655  $    5,882  $   5,134  $  22,391
  Less Stock-based
   compensation           (924)   (1,323)     (1,058)    (1,088)    (4,393)
  Less Amortization
   of intangible
   assets                  (35)      (37)        (37)       (37)      (146)
  Less Acquisition
   related expenses       (408)     (128)        (68)        (9)      (613)
  Less Restructuring
   related expenses         --        --        (264)        (6)      (270)
                     ---------  --------  ----------  ---------  ---------
General and
 Administrative (Non-
 GAAP)               $   4,353  $  4,167  $    4,455  $   3,994  $  16,969

(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)

                                                                    Year
                                 Three Months Ended                Ended
                     ------------------------------------------  ---------
(Unaudited; in       March 31,  June 30,   September   December   December
 thousands)             2014      2014     30, 2014    31, 2014   31, 2014
                     ---------  --------  ----------  ---------  ---------
Gross Profit (GAAP)  $  14,432  $ 15,090  $   16,539  $  17,679  $  63,740
  Plus Stock-based
   compensation            211       192         173        189        765
  Plus Amortization
   of internally
   developed software      445       465         480        515      1,905
  Plus Amortization
   of intangible
   assets                   --        57         171        171        399
  Plus Restructuring
   related expenses         --        --          --         --         --
                     ---------  --------  ----------  ---------  ---------
Gross Profit (Non-
 GAAP)               $  15,088  $ 15,804  $   17,363  $  18,554  $  66,809
Operating Income
 (Loss) (GAAP)       $  (8,056) $ (8,883) $   (9,153) $  (7,892) $ (33,984)
  Plus Stock-based
   compensation          1,497     1,941       2,916      2,888      9,242
  Plus Amortization
   of internally
   developed software      445       465         480        515      1,905
  Plus Amortization
   of intangible
   assets                   --       162         485        485      1,132
  Plus Acquisition
   related expenses         --       217           8        125        350
  Plus Restructuring
   related expenses         --        --          --         --         --
  Less Capitalization
   of internally
   developed software     (617)     (729)     (1,035)      (765)    (3,146)
                     ---------  --------  ----------  ---------  ---------
Operating Income
 (Loss) (Non-GAAP)   $  (6,731) $ (6,827) $   (6,299) $  (4,644) $ (24,501)
Net Income (Loss)
 (GAAP)              $  (8,306) $ (6,791) $   (9,244) $  (8,830) $ (33,171)
  Plus Stock-based
   compensation          1,497     1,941       2,916      2,888      9,242
  Plus Amortization
   of internally
   developed software      445       465         480        515      1,905
  Plus Amortization
   of intangible
   assets                   --       162         485        485      1,132
  Plus Noncash
   expenses related
   to warrants              46        46          22          9        123
  Plus Acquisition
   related expenses         --       217           8        125        350
  Plus Restructuring
   related expenses         --        --          --         --         --
  Less Capitalization
   of internally
   developed software     (617)     (729)     (1,035)      (765)    (3,146)
  Less Effects of
   income taxes
   related to
   acquisition              --    (2,603)         --        318     (2,285)
                     ---------  --------  ----------  ---------  ---------
Net Income (Loss)
 (Non-GAAP)          $  (6,935) $ (7,292) $   (6,368) $  (5,255) $ (25,850)



                                                                    Year
                                 Three Months Ended                Ended
                     ------------------------------------------  ---------
(Unaudited; in       March 31,  June 30,   September   December   December
 thousands)             2015      2015     30, 2015    31, 2015   31, 2015
                     ---------  --------  ----------  ---------  ---------
Gross Profit (GAAP)  $  16,704  $ 16,176  $   15,952  $  19,561  $  68,393
  Plus Stock-based
   compensation            229       322         249        371      1,171
  Plus Amortization
   of internally
   developed software      542       625         683        700      2,550
  Plus Amortization
   of intangible
   assets                  215       276         271        271      1,033
  Plus Restructuring
   related expenses         --        --         105         68        173
                     ---------  --------  ----------  ---------  ---------
Gross Profit (Non-
 GAAP)               $  17,690  $ 17,399  $   17,260  $  20,971  $  73,320
Operating Income
 (Loss) (GAAP)       $  (9,657) $(11,737) $   (8,927) $  (2,127) $ (32,448)
  Plus Stock-based
   compensation          3,495     4,939       3,606      3,579     15,619
  Plus Amortization
   of internally
   developed software      542       625         683        700      2,550
  Plus Amortization
   of intangible
   assets                  646       836         826        826      3,134
  Plus Acquisition
   related expenses        408       128          68          9        613
  Plus Restructuring
   related expenses         --        --       1,081        133      1,214
  Less Capitalization
   of internally
   developed software     (827)   (1,597)     (1,683)    (1,461)    (5,568)
                     ---------  --------  ----------  ---------  ---------
Operating Income
 (Loss) (Non-GAAP)   $  (5,393) $ (6,806) $   (4,346) $   1,659  $ (14,886)
Net Income (Loss)
 (GAAP)              $  (9,660) $(12,047) $   (9,504) $  (2,138) $ (33,349)
  Plus Stock-based
   compensation          3,495     4,939       3,606      3,579     15,619
  Plus Amortization
   of internally
   developed software      542       625         683        700      2,550
  Plus Amortization
   of intangible
   assets                  646       836         826        826      3,134
  Plus Noncash
   expenses related
   to warrants               9         8          19          6         42
  Plus Acquisition
   related expenses        408       128          68          9        613
  Plus Restructuring
   related expenses         --        --       1,081        133      1,214
  Less Capitalization
   of internally
   developed software     (827)   (1,597)     (1,683)    (1,461)    (5,568)
  Less Effects of
   income taxes
   related to
   acquisition              --        --          --         --         --
                     ---------  --------  ----------  ---------  ---------
Net Income (Loss)
 (Non-GAAP)          $  (5,387) $ (7,108) $   (4,904) $   1,654  $ (15,745)

(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)

                                                                    Year
                                 Three Months Ended                Ended
                     ------------------------------------------  ---------
(Unaudited; in
 thousands, except   March 31,  June 30,   September   December   December
 per share data)        2014      2014     30, 2014    31, 2014   31, 2014
                     ---------  --------  ----------  ---------  ---------
Net Income (Loss)
 (Non-GAAP)          $  (6,935) $ (7,292) $   (6,368) $  (5,255) $ (25,850)
Weighted-average
 shares outstanding,
 basic and diluted      33,112    33,771      34,849     35,060     34,210
                     ---------  --------  ----------  ---------  ---------
Non-GAAP net income
 (loss) per common
 share, basic and
 diluted             $   (0.21) $  (0.22) $    (0.18) $   (0.15) $   (0.76)
                     =========  ========  ==========  =========  =========




                                                                    Year
                                  Three Months Ended               Ended
                     ------------------------------------------- ---------
(Unaudited; in
 thousands, except   March 31,  June 30,   September   December   December
 per share data)        2015      2015     30, 2015    31, 2015   31, 2015
                     ---------  --------  ----------  ---------- ---------
Net Income (Loss)
 (Non-GAAP)          $  (5,387) $ (7,108) $   (4,904) $    1,654 $ (15,745)
Weighted-average
 shares outstanding,
 basic and diluted      35,745    36,389      36,953      37,212    36,580
                     ---------  --------  ----------  ---------- ---------
Non-GAAP net income
 (loss) per common
 share, basic and
 diluted             $   (0.15) $  (0.20) $    (0.13) $     0.04 $   (0.43)
                     =========  ========  ==========  ========== =========


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

                                                                    Year
                                 Three Months Ended                Ended
                     ------------------------------------------  ---------
(Unaudited; in       March 31,  June 30,   September   December   December
 thousands)             2014      2014     30, 2014    31, 2014   31, 2014
                     ---------  --------  ----------  ---------  ---------
Net Income (Loss)    $  (8,306) $ (6,791) $   (9,244) $  (8,830) $ (33,171)
  Depreciation           1,350     1,367       1,428      1,524      5,669
  Amortization of
   internally
   developed software      445       465         480        515      1,905
  Amortization of
   intangible assets        --       162         485        485      1,132
  Interest expense,
   net                      66        62          33         16        177
  Provision for
   (benefit from)
   income taxes            188    (2,440)        259        537     (1,456)
                     ---------  --------  ----------  ---------  ---------
EBITDA               $  (6,257) $ (7,175) $   (6,559) $  (5,753) $ (25,744)
  Stock-based
   compensation          1,497     1,941       2,916      2,888      9,242
  Capitalization of
   internally
   developed software     (617)     (729)     (1,035)      (765)    (3,146)
  Acquisition related
   expenses                 --       217           8        125        350
  Restructuring
   related expenses         --        --          --         --         --
  Other (income)
   expenses, net            (4)      286        (201)       385        466
                     ---------  --------  ----------  ---------  ---------
Adjusted EBITDA      $  (5,381) $ (5,460) $   (4,871) $  (3,120) $ (18,832)
                     =========  ========  ==========  =========  =========



                                                                    Year
                                 Three Months Ended                Ended
                     ------------------------------------------  ---------
(Unaudited; in       March 31,  June 30,   September   December   December
 thousands)             2015      2015     30, 2015    31, 2015   31, 2015
                     ---------  --------  ----------  ---------  ---------
Net Income (Loss)    $  (9,660) $(12,047) $   (9,504) $  (2,138) $ (33,349)
  Depreciation           1,630     1,675       1,861      1,827      6,993
  Amortization of
   internally
   developed software      542       625         683        700      2,550
  Amortization of
   intangible assets       646       836         826        826      3,134
  Interest expense,
   net                      11         8          63         36        118
  Provision for
   (benefit from)
   income taxes            236       138         300        331      1,005
                     ---------  --------  ----------  ---------  ---------
EBITDA               $  (6,595) $ (8,765) $   (5,771) $   1,582  $ (19,549)
  Stock-based
   compensation          3,495     4,939       3,606      3,579     15,619
  Capitalization of
   internally
   developed software     (827)   (1,597)     (1,683)    (1,461)    (5,568)
  Acquisition related
   expenses                408       128          68          9        613
  Restructuring
   related expenses         --        --       1,081        133      1,214
  Other (income)
   expenses, net          (244)      164         214       (356)      (222)
                     ---------  --------  ----------  ---------  ---------
Adjusted EBITDA      $  (3,763) $ (5,131) $   (2,485) $   3,486  $  (7,893)
                     =========  ========  ==========  =========  =========

(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
                                   --------------------------- ------------
                                                                Year-Over-
                                    December 31,  December 31,     Year
(Unaudited; in thousands)               2015          2014        Growth
                                   ------------- ------------- ------------
Revenues, as reported              $      29,015 $      27,002            7%
Foreign currency exchange impact
 on 2015 revenues using 2014 rates           776            --           --
                                   ------------- ------------- ------------
Revenues, at constant currency     $      29,791 $      27,002           10%
                                   ============= ============= ============

                                            Year Ended
                                   --------------------------- ------------
                                                                Year-Over-
                                    December 31,  December 31,     Year
(Unaudited; in thousands)               2015          2014        Growth
                                   ------------- ------------- ------------
Revenues, as reported              $     108,530 $      99,354            9%
Foreign currency exchange impact
 on 2015 revenues using 2014 rates         4,337            --           --
                                   ------------- ------------- ------------
Revenues, at constant currency     $     112,867 $      99,354           14%
                                   ============= ============= ============

(1) Constant currency excludes the impact of foreign currency fluctuations
    and is computed by applying the average exchange rates from the three
    months and year ended December 31, 2014, to the revenues during the
    corresponding periods 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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