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Marin Software Announces First Quarter 2016 Financial Results

May 5, 2016 4:16 PM

SAN FRANCISCO, CA -- (Marketwired) -- 05/05/16 --

Marin Software Incorporated (NYSE: MRIN), a leading cross-channel, cross-device performance advertising cloud provider for advertisers and agencies, today announced financial results for the first quarter ended March 31, 2016.

"Our first quarter results demonstrated strong annual improvement in our gross margins and over $1.4 million in Adjusted EBITDA," said David A. Yovanno, chief executive officer of Marin Software. "With the migration of our social application to the new technology platform complete, we are actively rolling out many new and innovative product enhancements for our customers. We will continue to manage our business with discipline during the migration of our search application, and remain committed to delivering positive Adjusted EBITDA for the year. The investments we are making will enable us to capitalize on the dynamic trends in digital advertising, extend our market leadership, and fuel our longer-term growth."

First Quarter 2016 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."

First Quarter 2016 Product Release Highlights

Financial Outlook:
As of May 5, 2016, Marin is initiating guidance for its second quarter 2016 as follows:

                                                                            
                         Forward-Looking Guidance                           
                    In millions, except per share data                      
                                                                            
                                                        Range of Estimate   
                                                         From        To     
                                                       ---------  --------- 
Three Months Ending June 30, 2016                                           
  Revenues, net                                        $    25.0  $    25.6 
  Non-GAAP income (loss) from operations               $    (2.9) $    (2.3)
  Non-GAAP net income (loss) per share                 $   (0.08) $   (0.06)
  Weighted-average shares outstanding                       38.3            
                                                                            

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, 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 ended March 31, 2016, 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 May 12, 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 13635463.

About Marin Software
Marin Software Incorporated (NYSE: MRIN) provides a leading cross-channel, cross-device 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 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, progress on product development efforts, position in the industry, product capabilities and adjusted EBITDA projections and other future financial results, including its outlook for the second 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; 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 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 May 5, 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)                                                           
                                                                            
                                                   March 31,   December 31, 
(Unaudited; in thousands, except par value)          2016          2015     
                                                  -----------  ------------ 
Assets                                                                      
Current assets                                                              
  Cash and cash equivalents                       $    36,237  $     37,326 
  Accounts receivable, net                             23,858        21,718 
  Prepaid expenses and other current assets             4,208         4,186 
                                                  -----------  ------------ 
    Total current assets                               64,303        63,230 
Property and equipment, net                            21,234        21,817 
Goodwill                                               19,578        19,417 
Intangible assets, net                                  9,579        10,405 
Other noncurrent assets                                 1,334         1,323 
                                                  -----------  ------------ 
    Total assets                                  $   116,028  $    116,192 
                                                  ===========  ============ 
Liabilities and Stockholders' Equity                                        
Current liabilities                                                         
  Accounts payable                                $     1,376  $      1,710 
  Accrued expenses and other current liabilities       12,071        11,185 
  Deferred revenues                                     1,544         1,430 
  Current portion of long-term debt                       881         1,384 
                                                  -----------  ------------ 
    Total current liabilities                          15,872        15,709 
Long-term debt, less current portion                    1,421         1,557 
Other long-term liabilities                             4,624         4,795 
                                                  -----------  ------------ 
    Total liabilities                                  21,917        22,061 
                                                  -----------  ------------ 
Stockholders' equity                                                        
  Common stock, $0.001 par value                           38            37 
  Additional paid-in capital                          279,571       275,604 
  Accumulated deficit                                (184,146)     (179,733)
  Accumulated other comprehensive loss                 (1,352)       (1,777)
                                                  -----------  ------------ 
    Total stockholders' equity                         94,111        94,131 
                                                  -----------  ------------ 
    Total liabilities and stockholders' equity    $   116,028  $    116,192 
                                                  ===========  ============ 
                                                                            
                                                                            
                                                                            
Marin Software Inc.                                                         
Condensed Consolidated Statements of Operations                             
(On a GAAP basis)                                                           
                                                                            
                                                        Three Months Ended  
                                                            March 31,       
                                                      --------------------- 
(Unaudited; in thousands, except per share data)        2016        2015    
                                                      ---------   --------- 
Revenues, net                                         $  27,188   $  26,413 
Cost of revenues (1) (2)                                  9,190       9,709 
                                                      ---------   --------- 
     Gross profit                                        17,998      16,704 
                                                      ---------   --------- 
Operating expenses (1) (2)                                                  
Sales and marketing                                       9,107      12,157 
Research and development                                  8,009       8,484 
General and administrative                                4,969       5,720 
                                                      ---------   --------- 
     Total operating expenses                            22,085      26,361 
                                                      ---------   --------- 
     Income (loss) from operations                       (4,087)     (9,657)
Interest income (expense), net                              (18)        (11)
Other income (expenses), net                                 33         244 
                                                      ---------   --------- 
     Loss before (provision for) benefit from income                        
      taxes                                              (4,072)     (9,424)
(Provision for) benefit from income taxes                  (341)       (236)
                                                      ---------   --------- 
     Net income (loss)                                $  (4,413)  $  (9,660)
                                                      =========   ========= 
Net income (loss) per common share, basic and                               
 diluted                                              $   (0.12)  $   (0.27)
                                                      =========   ========= 
Weighted-average shares outstanding, basic and                              
 diluted                                                 37,767      35,745 
                                                      ---------   --------- 
                                                                            
(1)Includes stock-based compensation expense as                             
    follows:                                                                
   Cost of revenues                                   $     421   $     229 
   Sales and marketing                                      499         715 
   Research and development                               2,022       1,627 
   General and administrative                               880         924 
                                                      ---------   --------- 
     Total                                            $   3,822   $   3,495 
                                                      =========   ========= 
                                                                            
(2)Includes amortization of intangible assets as                            
    follows:                                                                
   Cost of revenues                                   $     271   $     215 
   Sales and marketing                                      248         180 
   Research and development                                 271         216 
   General and administrative                                36          35 
                                                      ---------   --------- 
     Total                                            $     826   $     646 
                                                      =========   ========= 
                                                                            
                                                                            
                                                                            
Marin Software Inc.                                                         
Condensed Consolidated Statements of Cash Flows                             
(On a GAAP basis)                                                           
                                                                            
                                                        Three Months Ended  
                                                            March 31,       
                                                       -------------------- 
(Unaudited; in thousands)                                2016       2015    
                                                       ---------  --------- 
Operating activities                                                        
Net income (loss)                                      $  (4,413) $  (9,660)
Adjustments to reconcile net income (loss) to net cash                      
 provided by (used in) operating activities                                 
  Depreciation                                             1,665      1,630 
  Amortization of internally developed software              681        542 
  Amortization of intangible assets                          826        646 
  Loss on disposal of property and equipment                   1          4 
  Unrealized foreign currency losses (gains)                   7       (243)
  Noncash interest expense related to warrants issued                       
   in connection with debt                                     7          9 
  Stock-based compensation related to equity awards                         
   and restricted stock                                    3,822      3,495 
  Provision for bad debts                                    195        100 
  Deferred income tax benefits                                 -        (80)
  Excess tax benefits from stock-based award                                
   activities                                                  -         (8)
  Changes in operating assets and liabilities, net of                       
   effect of acquisitions                                                   
    Accounts receivable                                   (2,204)       (26)
    Prepaid expenses and other current assets                  -     (1,215)
    Other assets                                              (6)       552 
    Accounts payable                                        (331)       961 
    Deferred revenues                                        122       (318)
    Accrued expenses and other current liabilities           323       (169)
                                                       ---------  --------- 
      Net cash provided by (used in) operating                              
       activities                                            695     (3,780)
                                                       ---------  --------- 
Investing activities                                                        
Purchases of property and equipment                         (267)    (2,342)
Capitalization of internally developed software           (1,493)      (827)
Payment of contingent consideration for prior                               
 acquisition                                                 (93)         - 
Acquisitions of businesses, net of cash acquired               -     (7,509)
                                                       ---------  --------- 
      Net cash provided by (used in) investing                              
       activities                                         (1,853)   (10,678)
                                                       ---------  --------- 
Financing activities                                                        
Repayment of notes payable                                  (646)      (929)
Repurchase of unvested shares                                  -         (2)
Proceeds from exercise of common stock options               162        333 
Proceeds from employee stock purchase plan, net              384        361 
Stock issuance costs                                           -        (51)
Excess tax benefits from stock-based award activities          -          8 
                                                       ---------  --------- 
      Net cash provided by (used in) financing                              
       activities                                           (100)      (280)
                                                       ---------  --------- 
        Effect of foreign exchange rate changes on                          
         cash and cash equivalents                           169       (717)
      Net increase (decrease) in cash and cash                              
       equivalents                                        (1,089)   (15,455)
Cash and cash equivalents                                                   
Beginning of period                                       37,326     68,253 
                                                       ---------  --------- 
End of period                                          $  36,237  $  52,798 
                                                       ---------  --------- 
Supplemental disclosure of noncash investing and                            
 financing activities                                                       
Purchases of property and equipment recorded in                             
 accounts payable and accrued expenses                 $       4  $   1,027 
Issuance of common stock in connection with                                 
 acquisition of businesses                                     -      4,337 
                                                                            
                                                                            
                                                                            
Marin Software Inc.                                                         
Reconciliation of GAAP to Non-GAAP Expenses (1)                             
                                                                            
                                                                            
                                             Three Months Ended             
                                 ------------------------------------------ 
                                                       September   December 
                                 March 31,  June 30,      30,        31,    
(Unaudited; in thousands)          2015       2015       2015       2015    
                                 ---------  ---------  ---------  --------- 
Sales and Marketing (GAAP)       $  12,157  $  13,064  $  10,835  $   9,076 
  Less Stock-based compensation       (715)      (954)      (435)      (433)
  Less Amortization of                                                      
   intangible assets                  (180)      (247)      (247)      (247)
  Less Restructuring related                                                
   expenses                              -          -       (659)       (59)
                                 ---------  ---------  ---------  --------- 
Sales and Marketing (Non-GAAP)   $  11,262  $  11,863  $   9,494  $   8,337 
Research and Development (GAAP)  $   8,484  $   9,194  $   8,162  $   7,478 
  Less Stock-based compensation     (1,627)    (2,340)    (1,864)    (1,687)
  Less Amortization of                                                      
   intangible assets                  (216)      (276)      (271)      (271)
  Less Restructuring related                                                
   expenses                              -          -        (53)         - 
  Plus Capitalization of                                                    
   internally developed software       827      1,597      1,683      1,461 
                                 ---------  ---------  ---------  --------- 
Research and Development (Non-                                              
 GAAP)                           $   7,468  $   8,175  $   7,657  $   6,981 
General and Administrative                                                  
 (GAAP)                          $   5,720  $   5,655  $   5,882  $   5,134 
  Less Stock-based compensation       (924)    (1,323)    (1,058)    (1,088)
  Less Amortization of                                                      
   intangible assets                   (35)       (37)       (37)       (37)
  Less Acquisition related                                                  
   expenses                           (408)      (128)       (68)        (9)
  Less Restructuring related                                                
   expenses                              -          -       (264)        (6)
                                 ---------  ---------  ---------  --------- 
General and Administrative (Non-                                            
 GAAP)                           $   4,353  $   4,167  $   4,455  $   3,994 
                                                                            
                                                                            
                                                      
                                -----------           
                                              Three   
                                    Year      Months  
                                   Ended      Ended   
                                 ---------  --------- 
                                  December            
                                    31,     March 31, 
(Unaudited; in thousands)          2015       2016    
                                 ---------  --------- 
Sales and Marketing (GAAP)       $  45,132  $   9,107 
  Less Stock-based compensation     (2,537)      (499)
  Less Amortization of                                
   intangible assets                  (921)      (248)
  Less Restructuring related                          
   expenses                           (718)         - 
                                 ---------  --------- 
Sales and Marketing (Non-GAAP)   $  40,956  $   8,360 
Research and Development (GAAP)  $  33,318  $   8,009 
  Less Stock-based compensation     (7,518)    (2,022)
  Less Amortization of                                
   intangible assets                (1,034)      (271)
  Less Restructuring related                          
   expenses                            (53)         - 
  Plus Capitalization of                              
   internally developed software     5,568      1,493 
                                 ---------  --------- 
Research and Development (Non-                        
 GAAP)                           $  30,281  $   7,209 
General and Administrative                            
 (GAAP)                          $  22,391  $   4,969 
  Less Stock-based compensation     (4,393)      (880)
  Less Amortization of                                
   intangible assets                  (146)       (36)
  Less Acquisition related                            
   expenses                           (613)        (9)
  Less Restructuring related                          
   expenses                           (270)         - 
                                 ---------  --------- 
General and Administrative (Non-                      
 GAAP)                           $  16,969  $   4,044 
                                                      
                                -----------           
(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             
                                 ------------------------------------------ 
                                                       September   December 
                                 March 31,  June 30,      30,        31,    
(Unaudited; in thousands)          2015       2015       2015       2015    
                                 ---------  ---------  ---------  --------- 
Gross Profit (GAAP)              $  16,704  $  16,176  $  15,952  $  19,561 
  Plus Stock-based compensation        229        322        249        371 
  Plus Amortization of                                                      
   internally developed software       542        625        683        700 
  Plus Amortization of                                                      
   intangible assets                   215        276        271        271 
  Plus Restructuring related                                                
   expenses                              -          -        105         68 
                                 ---------  ---------  ---------  --------- 
Gross Profit (Non-GAAP)          $  17,690  $  17,399  $  17,260  $  20,971 
Operating Income (Loss) (GAAP)   $  (9,657) $ (11,737) $  (8,927) $  (2,127)
  Plus Stock-based compensation      3,495      4,939      3,606      3,579 
  Plus Amortization of                                                      
   internally developed software       542        625        683        700 
  Plus Amortization of                                                      
   intangible assets                   646        836        826        826 
  Plus Acquisition related                                                  
   expenses                            408        128         68          9 
  Plus Restructuring related                                                
   expenses                              -          -      1,081        133 
  Less Capitalization of                                                    
   internally developed software      (827)    (1,597)    (1,683)    (1,461)
                                 ---------  ---------  ---------  --------- 
Operating Income (Loss) (Non-                                               
 GAAP)                           $  (5,393) $  (6,806) $  (4,346) $   1,659 
Net Income (Loss) (GAAP)         $  (9,660) $ (12,047) $  (9,504) $  (2,138)
  Plus Stock-based compensation      3,495      4,939      3,606      3,579 
  Plus Amortization of                                                      
   internally developed software       542        625        683        700 
  Plus Amortization of                                                      
   intangible assets                   646        836        826        826 
  Plus Noncash expenses related                                             
   to warrants                           9          8         19          6 
  Plus Acquisition related                                                  
   expenses                            408        128         68          9 
  Plus Restructuring related                                                
   expenses                              -          -      1,081        133 
  Less Capitalization of                                                    
   internally developed software      (827)    (1,597)    (1,683)    (1,461)
                                 ---------  ---------  ---------  --------- 
Net Income (Loss) (Non-GAAP)     $  (5,387) $  (7,108) $  (4,904) $   1,654 
                                                                            
                                                                            
                                                      
                                -----------           
                                              Three   
                                    Year      Months  
                                   Ended      Ended   
                                 ---------  --------- 
                                  December            
                                    31,     March 31, 
(Unaudited; in thousands)          2015       2016    
                                 ---------  --------- 
Gross Profit (GAAP)              $  68,393  $  17,998 
  Plus Stock-based compensation      1,171        421 
  Plus Amortization of                                
   internally developed software     2,550        681 
  Plus Amortization of                                
   intangible assets                 1,033        271 
  Plus Restructuring related                          
   expenses                            173          - 
                                 ---------  --------- 
Gross Profit (Non-GAAP)          $  73,320  $  19,371 
Operating Income (Loss) (GAAP)   $ (32,448) $  (4,087)
  Plus Stock-based compensation     15,619      3,822 
  Plus Amortization of                                
   internally developed software     2,550        681 
  Plus Amortization of                                
   intangible assets                 3,134        826 
  Plus Acquisition related                            
   expenses                            613          9 
  Plus Restructuring related                          
   expenses                          1,214          - 
  Less Capitalization of                              
   internally developed software    (5,568)    (1,493)
                                 ---------  --------- 
Operating Income (Loss) (Non-                         
 GAAP)                           $ (14,886) $    (242)
Net Income (Loss) (GAAP)         $ (33,349) $  (4,413)
  Plus Stock-based compensation     15,619      3,822 
  Plus Amortization of                                
   internally developed software     2,550        681 
  Plus Amortization of                                
   intangible assets                 3,134        826 
  Plus Noncash expenses related                       
   to warrants                          42          7 
  Plus Acquisition related                            
   expenses                            613          9 
  Plus Restructuring related                          
   expenses                          1,214          - 
  Less Capitalization of                              
   internally developed software    (5,568)    (1,493)
                                 ---------  --------- 
Net Income (Loss) (Non-GAAP)     $ (15,745) $    (561)
                                                      
                                -----------           
                                                                            
(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              
                                ------------------------------------------  
                                                      September   December  
(Unaudited; in thousands,       March 31,  June 30,      30,        31,                                                 
 except per share data)           2015       2015       2015       2015     
                                ---------  ---------  ---------  ---------  
Net Income (Loss) (Non-GAAP)    $  (5,387) $  (7,108) $  (4,904) $   1,654  
Weighted-average shares                                                     
 outstanding, basic and diluted    35,745     36,389     36,953     37,212  
                                ---------  ---------  ---------  ---------  
Non-GAAP net income (loss) per                                              
 common share, basic and                                                    
 diluted                        $   (0.15) $   (0.20) $   (0.13) $    0.04  
                                =========  =========  =========  =========  
                                                                            
                                                                           -
                                                    
                               ----------           
                                            Three   
                                  Year      Months  
                                 Ended      Ended   
                               ---------  --------- 
                                December            
(Unaudited; in thousands,         31,     March 31,          
 except per share data)          2015       2016    
                               ---------  --------- 
Net Income (Loss) (Non-GAAP)   $ (15,745) $    (561)
Weighted-average shares                             
 outstanding, basic and diluted   36,580     37,767 
                               ---------  --------- 
Non-GAAP net income (loss) per                      
 common share, basic and                            
 diluted                       $   (0.43) $   (0.01)
                               =========  ========= 
                                                    
                               ----------           
                                                                            
                                                                            
Marin Software Inc.                                                         
Reconciliation of Net Income (Loss) to Adjusted EBITDA (1)                  
                                                                            
                                                                            
                                             Three Months Ended             
                                 ------------------------------------------ 
                                                       September   December 
                                 March 31,  June 30,      30,        31,    
(Unaudited; in thousands)          2015       2015       2015       2015    
                                 ---------  ---------  ---------  --------- 
Net Income (Loss)                $  (9,660) $ (12,047) $  (9,504) $  (2,138)
  Depreciation                       1,630      1,675      1,861      1,827 
  Amortization of internally                                                
   developed software                  542        625        683        700 
  Amortization of intangible                                                
   assets                              646        836        826        826 
  Interest expense, net                 11          8         63         36 
  Provision for (benefit from)                                              
   income taxes                        236        138        300        331 
                                 ---------  ---------  ---------  --------- 
EBITDA                           $  (6,595) $  (8,765) $  (5,771) $   1,582 
  Stock-based compensation           3,495      4,939      3,606      3,579 
  Capitalization of internally                                              
   developed software                 (827)    (1,597)    (1,683)    (1,461)
  Acquisition related expenses         408        128         68          9 
  Restructuring related expenses         -          -      1,081        133 
  Other (income) expenses, net        (244)       164        214       (356)
                                 ---------  ---------  ---------  --------- 
Adjusted EBITDA                  $  (3,763) $  (5,131) $  (2,485) $   3,486 
                                 =========  =========  =========  ========= 
                                                                            
                                                                            
                                                      
                                -----------           
                                              Three   
                                    Year      Months  
                                   Ended      Ended   
                                 ---------  --------- 
                                  December            
                                    31,     March 31, 
(Unaudited; in thousands)          2015       2016    
                                 ---------  --------- 
Net Income (Loss)                $ (33,349) $  (4,413)
  Depreciation                       6,993      1,665 
  Amortization of internally                          
   developed software                2,550        681 
  Amortization of intangible                          
   assets                            3,134        826 
  Interest expense, net                118         18 
  Provision for (benefit from)                        
   income taxes                      1,005        341 
                                 ---------  --------- 
EBITDA                           $ (19,549) $    (882)
  Stock-based compensation          15,619      3,822 
  Capitalization of internally                        
   developed software               (5,568)    (1,493)
  Acquisition related expenses         613          9 
  Restructuring related expenses     1,214          - 
  Other (income) expenses, net        (222)       (33)
                                 ---------  --------- 
Adjusted EBITDA                  $  (7,893) $   1,423 
                                 =========  ========= 
                                                      
                                -----------           
(1) The sum of the quarterly financial information may vary from full year  
    financial information due to rounding.                                  
   
    Investor Relations Contact:
    Jason StarrInvestor RelationsMarin [email protected] Contact:John McNultyMarketingMarin [email protected]

Source: Marin Software

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