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Marin Software Announces Fourth Quarter and Full Year 2016 Financial Results

February 28, 2017 4:22 PM

SAN FRANCISCO, CA -- (Marketwired) -- 02/28/17 -- Marin Software Incorporated (NYSE: MRIN), a leading provider of cross-channel, cross-device, enterprise marketing software for advertisers and agencies, today announced financial results for the fourth quarter and full year ended December 31, 2016.

"Given the financial discipline we showed, Marin Software was able to deliver $2.4 million of Adjusted EBITDA for the full year, and exit 2016 with $35.7 million in cash and cash equivalents and restricted cash," said Chris Lien, chief executive officer of Marin Software. "This provides us the financial resources to support a return to growth, including enabling us to continue to invest in product innovation to meet the advertising needs of the world's leading brands. With our new product innovation, along with improvements in our execution, we expect to return to growth as we deliver on our open, independent, cross-channel performance advertising platform vision."

Fourth Quarter 2016 Financial Highlights:

Full Year 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."

Fourth Quarter 2016 Business and Product Release Highlights:

Financial Outlook:

As of February 28, 2017, Marin is initiating guidance for its first quarter 2017 as follows:

                                                                            
                          Forward-Looking Guidance                          
                     In millions, except per share data                     
                                                                            
                                                         Range of Estimate  
                                                          From        To    
                                                       ---------  --------- 
Three Months Ending March 31, 2017                                          
  Revenues, net                                        $    19.0  $    19.5 
  Non-GAAP loss from operations                        $    (5.6) $    (5.1)
  Non-GAAP net loss per share                          $   (0.14) $   (0.13)
  Weighted-average shares outstanding                       39.1            

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.

Additionally, the Company does not reconcile its forward-looking non-GAAP financial measures, non-GAAP loss from operations and non-GAAP net loss per share, due to variability between revenues and non-cash items such as stock-based compensation. The GAAP measures, loss from operations and net loss per share, include stock-based compensation expense, which is affected by hiring and retention needs, as well as the future price of Marin Software's stock. As a result, reconciliation of the forward-looking non-GAAP financial measures to the corresponding GAAP measures cannot be made without unreasonable effort.

Quarterly Results Conference Call

Marin Software will host a conference call today at 2:00 PM Pacific Time (5:00 PM Eastern Time) to review the Company's financial results for the quarter and full year ended December 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 at: http://public.viavid.com/index.php?id=122920. Following the completion of the call through 11:59 p.m. Eastern Time on March 7, 2017, a recording will be available for replay at the Company's website at: http://investor.marinsoftware.com/ and a telephone replay will be available by dialing (844) 512-2921 in the U.S. or (412) 317-6671 internationally with the recording access code 13654971.

About Marin Software

Marin Software Incorporated's (NYSE: MRIN) mission is to give advertisers the power to drive higher efficiency, effectiveness, and transparency in their paid marketing programs that run on the world's largest publishers. Marin provides industry leading enterprise marketing software for advertisers and agencies to measure, manage, and optimize billions of dollars 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 Software, 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.

Forward-Looking Statements

This press release contains forward-looking statements including, among other things, statements regarding Marin's business, expectations about our ability to return to growth, impact of investments in product and technology on future operating results, progress on product development efforts, product capabilities and future financial results, including its outlook for the first quarter of 2017. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to our ability to grow sales to new and existing customers; our ability to expand our sales and marketing capabilities; our ability to retain and attract qualified management and technical personnel; delays in the release of updates to our product platform or new features; competitive factors, including but not limited to pricing pressures, entry of new competitors and new applications; quarterly fluctuations in our operating results due to a number of factors; inability to adequately forecast our future revenues, expenses, Adjusted EBITDA, cash flows or other financial metrics; delays, reductions or slower growth in the amount spent on online and mobile advertising and the development of the market for cloud-based software; progress in our efforts to update our software platform; adverse changes in our relationships with and access to publishers and advertising agencies; level of usage and advertising spend managed on our platform; our ability to expand sales of our solutions in channels other than search advertising; any slow-down in the search advertising market generally; shift in customer digital advertising budgets from search to segments in which we are not as deeply penetrated; the development of the market for digital advertising; acceptance and continued usage of our platform and services by customers and our ability to provide high-quality technical support to our customers; material defects in our platform including those resulting from any updates we introduce to our platform, service interruptions at our single third-party data center or breaches in our security measures; our ability to develop enhancements to our platform; our ability to protect our intellectual property; our ability to manage risks associated with international operations; the impact of fluctuations in currency exchange rates, particularly an increase in the value of the dollar; near term changes in sales of our software services or spend under management may not be immediately reflected in our results due to our subscription business model; adverse changes in general economic or market conditions; and the ability to acquire and integrate other businesses. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including our most recent report on Form 10-K, recent reports on Form 10-Q and current reports on Form 8-K which we may file from time to time, 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 28, 2017. 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)          2016          2015     
                                                 ------------  ------------ 
Assets                                                                      
Current assets                                                              
  Cash and cash equivalents                      $     34,420  $     37,326 
  Restricted cash                                       1,293             - 
  Accounts receivable, net                             18,761        21,718 
  Prepaid expenses and other current assets             3,808         4,186 
                                                 ------------  ------------ 
    Total current assets                               58,282        63,230 
Property and equipment, net                            20,581        21,817 
Goodwill                                               19,318        19,417 
Intangible assets, net                                  7,325        10,405 
Other noncurrent assets                                 1,587         1,323 
                                                 ------------  ------------ 
    Total assets                                 $    107,093  $    116,192 
                                                 ============  ============ 
Liabilities and Stockholders' Equity                                        
Current liabilities                                                         
  Accounts payable                               $      2,434  $      1,710 
  Accrued expenses and other current liabilities        8,362        11,185 
  Deferred revenues                                       795         1,430 
  Current portion of long-term debt                     1,015         1,384 
                                                 ------------  ------------ 
    Total current liabilities                          12,606        15,709 
Long-term debt, less current portion                    2,381         1,557 
Other long-term liabilities                             4,508         4,795 
                                                 ------------  ------------ 
    Total liabilities                                  19,495        22,061 
                                                 ------------  ------------ 
Stockholders' equity                                                        
  Common stock, $0.001 par value                           39            37 
  Additional paid-in capital                          286,659       275,604 
  Accumulated deficit                                (196,213)     (179,733)
  Accumulated other comprehensive loss                 (2,887)       (1,777)
                                                 ------------  ------------ 
    Total stockholders' equity                         87,598        94,131 
                                                 ------------  ------------ 
    Total liabilities and stockholders' equity   $    107,093  $    116,192 
                                                 ============  ============ 
                                                                            
Marin Software Inc.                                                         
Condensed Consolidated Statements of Operations                             
(On a GAAP basis)                                                           
                                                                            
                                  Three Months Ended    Year Ended December 
                                     December 31,               31,         
                                 --------------------  -------------------- 
(Unaudited; in thousands, except                                            
 per share data)                    2016       2015       2016       2015   
                                 ---------  ---------  ---------  --------- 
Revenues, net                    $  22,924  $  29,015  $  99,878  $ 108,530 
Cost of revenues (1) (2) (3)         8,451      9,454     35,203     40,137 
                                 ---------  ---------  ---------  --------- 
    Gross profit                    14,473     19,561     64,675     68,393 
                                 ---------  ---------  ---------  --------- 
Operating expenses (1) (2) (3)                                              
Sales and marketing                  6,916      9,076     32,889     45,132 
Research and development             6,520      7,478     27,841     33,318 
General and administrative           5,168      5,134     19,890     22,391 
                                 ---------  ---------  ---------  --------- 
    Total operating expenses        18,604     21,688     80,620    100,841 
                                 ---------  ---------  ---------  --------- 
    Loss from operations            (4,131)    (2,127)   (15,945)   (32,448)
Interest expense, net                  (38)       (36)      (129)      (118)
Other income, net                      366        356        998        222 
                                 ---------  ---------  ---------  --------- 
    Loss before provision for                                               
     income taxes                   (3,803)    (1,807)   (15,076)   (32,344)
Provision for income taxes            (793)      (331)    (1,404)    (1,005)
                                 ---------  ---------  ---------  --------- 
    Net loss                     $  (4,596) $  (2,138) $ (16,480) $ (33,349)
                                 =========  =========  =========  ========= 
Net loss per common share, basic                                            
 and diluted                     $   (0.12) $   (0.06) $   (0.43) $   (0.91)
                                 =========  =========  =========  ========= 
Weighted-average shares                                                     
 outstanding, basic and diluted     38,699     37,212     38,318     36,580 
                                 ---------  ---------  ---------  --------- 
                                                                            
(1) Includes stock-based                                                    
 compensation expense as                                                    
 follows:                                                                   
  Cost of revenues               $     299  $     371  $   1,314  $   1,171 
  Sales and marketing                  198        433      1,281      2,537 
  Research and development             840      1,687      4,989      7,518 
  General and administrative           366      1,088      2,711      4,393 
                                 ---------  ---------  ---------  --------- 
    Total                        $   1,703  $   3,579  $  10,295  $  15,619 
                                 =========  =========  =========  ========= 
                                                                            
(2) Includes amortization of                                                
 intangible assets as follows:                                              
  Cost of revenues               $     247  $     271  $   1,027  $   1,033 
  Sales and marketing                  223        247        934        921 
  Research and development             247        271      1,027      1,034 
  General and administrative            13         37         92        146 
                                 ---------  ---------  ---------  --------- 
    Total                        $     730  $     826  $   3,080  $   3,134 
                                 =========  =========  =========  ========= 
                                                                            
(3) Includes restructuring                                                  
 related expenses as follows:                                               
  Cost of revenues               $       9  $      68  $     184  $     173 
  Sales and marketing                  135         59        348        718 
  Research and development               -          -         44         53 
  General and administrative             3          6         20        270 
                                 ---------  ---------  ---------  --------- 
    Total                        $     147  $     133  $     596  $   1,214 
                                 =========  =========  =========  ========= 
                                                                            
Marin Software Inc.                                                         
Condensed Consolidated Statements of Cash Flows                             
(On a GAAP basis)                                                           
                                                                            
                                                        Year Ended December 
                                                                31,         
                                                       -------------------- 
(Unaudited; in thousands)                                 2016       2015   
                                                       ---------  --------- 
Operating activities                                                        
Net loss                                               $ (16,480) $ (33,349)
Adjustments to reconcile net loss to net cash provided                      
 by (used in) operating activities                                          
  Depreciation                                             6,035      6,993 
  Amortization of internally developed software            2,988      2,550 
  Amortization of intangible assets                        3,080      3,134 
  (Gain) loss on disposal of property and equipment           (3)        19 
  Unrealized foreign currency gains                         (419)      (216)
  Noncash interest expense related to debt agreements         27         42 
  Stock-based compensation related to equity awards                         
   and restricted stock                                   10,295     15,619 
  Provision for bad debts                                  2,328      1,210 
  Deferred income tax benefits                              (305)      (177)
  Excess tax benefits from stock-based award                                
   activities                                                  -         (3)
  Payment of contingent consideration for prior                             
   acquisition                                               (93)         - 
  Changes in operating assets and liabilities, net of                       
   effect of acquisitions                                                   
    Accounts receivable                                      795     (2,986)
    Prepaid expenses and other current assets                546        575 
    Other assets                                            (346)       348 
    Accounts payable                                         741     (1,597)
    Deferred revenues                                       (628)      (625)
    Accrued expenses and other current liabilities        (2,842)     1,433 
                                                       ---------  --------- 
      Net cash provided by (used in) operating                              
       activities                                          5,719     (7,030)
                                                       ---------  --------- 
Investing activities                                                        
Purchases of property and equipment                       (1,207)    (8,584)
Proceeds from disposal of property and equipment               5          - 
Capitalization of internally developed software           (4,712)    (5,568)
Acquisitions of businesses, net of cash acquired               -     (7,738)
                                                       ---------  --------- 
      Net cash used in investing activities               (5,914)   (21,890)
                                                       ---------  --------- 
Financing activities                                                        
Repayment of notes payable                                (1,436)    (3,649)
Debt issuance costs                                            -        (53)
Repurchase of unvested shares                                  -         (2)
Proceeds from exercise of common stock options               390      1,439 
Proceeds from employee stock purchase plan, net              663        968 
Stock issuance costs                                           -        (51)
Excess tax benefits from stock-based award activities          -          3 
                                                       ---------  --------- 
      Net cash used in financing activities                 (383)    (1,345)
                                                       ---------  --------- 
        Effect of foreign exchange rate changes on                          
         cash and cash equivalents and restricted cash    (1,035)      (662)
      Net decrease in cash and cash equivalents and                         
       restricted cash                                    (1,613)   (30,927)
Cash and cash equivalents and restricted cash                               
Beginning of period                                       37,326     68,253 
                                                       ---------  --------- 
End of period                                          $  35,713  $  37,326 
                                                       ---------  --------- 
Supplemental disclosure of noncash investing and                            
 financing activities                                                       
Acquisition of equipment through capital leases        $   1,864  $   2,350 
Purchases of property and equipment recorded in                             
 accounts payable and accrued expenses                         5          - 
Issuance of common stock under employee stock purchase                      
 plan                                                        547      1,035 
Issuance of common stock in connection with                                 
 acquisitions of businesses                                    -      4,338 
                                                                            
Marin Software Inc.                                                         
Reconciliation of GAAP to Non-GAAP Expenses                                 
(1)                                                                         
                                                                            
                                                                 ---------- 
                                                                    Year    
                                     Three Months Ended             Ended   
                           -------------------------------------  --------  
                            March     June   September  December  December  
                             31,      30,       30,        31,       31,    
(Unaudited; in thousands)    2015     2015      2015      2015      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  
                                                                            
                                                                 ---------- 
                                                                          
                                                                ----------
                                                                   Year   
                                    Three Months Ended             Ended  
                          -------------------------------------  -------- 
                           March     June   September  December  December 
                            31,      30,       30,        31,       31,   
(Unaudited; in thousands)   2016     2016      2016      2016      2016   
                          -------  -------  ---------  --------  -------- 
Sales and Marketing (GAAP)$ 9,107  $ 9,285  $   7,581  $  6,916  $ 32,889 
  Less Stock-based                                                        
   compensation              (499)    (422)      (162)     (198)   (1,281)
  Less Amortization of                                                    
   intangible assets         (248)    (240)      (223)     (223)     (934)
  Less Restructuring                                                      
   related expenses             -     (211)        (2)     (135)     (348)
                          -------  -------  ---------  --------  -------- 
Sales and Marketing (Non-                                                 
 GAAP)                    $ 8,360  $ 8,412  $   7,194  $  6,360  $ 30,326 
Research and Development                                                  
 (GAAP)                   $ 8,009  $ 7,044  $   6,268  $  6,520  $ 27,841 
  Less Stock-based                                                        
   compensation            (2,022)  (1,275)      (852)     (840)   (4,989)
  Less Amortization of                                                    
   intangible assets         (271)    (263)      (246)     (247)   (1,027)
  Less Restructuring                                                      
   related expenses             -      (48)         4         -       (44)
  Plus Capitalization of                                                  
   internally developed                                                   
   software                 1,493    1,407      1,150       662     4,712 
                          -------  -------  ---------  --------  -------- 
Research and Development                                                  
 (Non-GAAP)               $ 7,209  $ 6,865  $   6,324  $  6,095  $ 26,493 
General and Administrative                                                
 (GAAP)                   $ 4,969  $ 5,018  $   4,735  $  5,168  $ 19,890 
  Less Stock-based                                                        
   compensation              (880)    (933)      (532)     (366)   (2,711)
  Less Amortization of                                                    
   intangible assets          (36)     (28)       (15)      (13)      (92)
  Less Acquisition related                                                
   expenses                    (9)     (20)         -       (11)      (40)
  Less Restructuring                                                      
   related expenses             -      (15)        (2)       (3)      (20)
                          -------  -------  ---------  --------  -------- 
General and Administrative                                                
 (Non-GAAP)               $ 4,044  $ 4,022  $   4,186  $  4,775  $ 17,027 
                                                                          
                                                                ----------
(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   
                          --------------------------------------  --------  
                           March             September  December  December  
                            31,    June 30,     30,        31,       31,    
(Unaudited; in thousands)   2015     2015       2015      2015      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 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 (Loss) Income                                                     
 (Non-GAAP)               $(5,393) $ (6,806) $  (4,346) $  1,659  $(14,886) 
Net 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) 
                          -------  --------  ---------  --------  --------  
Net (Loss) Income (Non-                                                     
 GAAP)                    $(5,387) $ (7,108) $  (4,904) $  1,654  $(15,745) 
                                                                            
                                                                 ---------- 
                                                                         
                                                               ----------
                                                                  Year   
                                   Three Months Ended             Ended  
                         -------------------------------------  -------- 
                          March     June   September  December  December 
                           31,      30,       30,        31,       31,   
(Unaudited; in thousands)  2016     2016      2016      2016      2016   
                         -------  -------  ---------  --------  -------- 
Gross Profit (GAAP)      $17,998  $16,859  $  15,345  $ 14,473  $ 64,675 
  Plus Stock-based                                                       
   compensation              421      309        285       299     1,314 
  Plus Amortization of                                                   
   internally developed                                                  
   software                  681      719        780       808     2,988 
  Plus Amortization of                                                   
   intangible assets         271      263        246       247     1,027 
  Plus Restructuring                                                     
   related expenses            -      151         24         9       184 
                         -------  -------  ---------  --------  -------- 
Gross Profit (Non-GAAP)  $19,371  $18,301  $  16,680  $ 15,836  $ 70,188 
Operating Loss (GAAP)    $(4,087) $(4,488) $  (3,239) $ (4,131) $(15,945)
  Plus Stock-based                                                       
   compensation            3,822    2,939      1,831     1,703    10,295 
  Plus Amortization of                                                   
   internally developed                                                  
   software                  681      719        780       808     2,988 
  Plus Amortization of                                                   
   intangible assets         826      794        730       730     3,080 
  Plus Acquisition                                                       
   related expenses            9       20          -        11        40 
  Plus Restructuring                                                     
   related expenses            -      425         24       147       596 
  Less Capitalization of                                                 
   internally developed                                                  
   software               (1,493)  (1,407)    (1,150)     (662)   (4,712)
                         -------  -------  ---------  --------  -------- 
Operating (Loss) Income                                                  
 (Non-GAAP)              $  (242) $  (998) $  (1,024) $ (1,394) $ (3,658)
Net Loss (GAAP)          $(4,413) $(4,418) $  (3,053) $ (4,596) $(16,480)
  Plus Stock-based                                                       
   compensation            3,822    2,939      1,831     1,703    10,295 
  Plus Amortization of                                                   
   internally developed                                                  
   software                  681      719        780       808     2,988 
  Plus Amortization of                                                   
   intangible assets         826      794        730       730     3,080 
  Plus Noncash expenses                                                  
   related to warrants         7        6          5         9        27 
  Plus Acquisition                                                       
   related expenses            9       20          -        11        40 
  Plus Restructuring                                                     
   related expenses            -      425         24       147       596 
  Less Capitalization of                                                 
   internally developed                                                  
   software               (1,493)  (1,407)    (1,150)     (662)   (4,712)
                         -------  -------  ---------  --------  -------- 
Net (Loss) Income (Non-                                                  
 GAAP)                   $  (561) $  (922) $    (833) $ (1,850) $ (4,166)
                                                                         
                                                               ----------
(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  
                           -------------------------------------  -------- 
                            March     June   September  December  December 
(Unaudited; in thousands,    31,      30,       30,        31,       31,   
 except per share data)      2015     2015      2015      2015      2015   
                           -------  -------  ---------  --------  -------- 
Net (Loss) Income (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 (loss) income                                                 
 per common share, basic                                                   
 and diluted               $ (0.15) $ (0.20) $   (0.13) $   0.04  $  (0.43)
                           =======  =======  =========  ========  ======== 
                                                                           
                                                                 ----------
                                                                            
                                                                  ----------
                                                                     Year   
                                     Three Months Ended              Ended  
                           -------------------------------------   -------- 
                            March     June   September  December   December 
(Unaudited; in thousands,    31,      30,       30,        31,        31,   
 except per share data)      2016     2016      2016      2016       2016   
                           -------  -------  ---------  --------   -------- 
Net (Loss) Income (Non-                                                     
 GAAP)                     $  (561) $  (922) $    (833) $ (1,850)  $ (4,166)
Weighted-average shares                                                     
 outstanding, basic and                                                     
 diluted                    37,767   38,280     38,520    38,699     38,318 
                           -------  -------  ---------  --------   -------- 
Non-GAAP net (loss) income                                                  
 per common share, basic                                                    
 and diluted               $ (0.01) $ (0.02) $   (0.02) $  (0.05)  $  (0.11)
                           =======  =======  =========  ========   ======== 
                                                                            
                                                                  ----------
                                                                            
Marin Software Inc.                                                         
Reconciliation of Net Income (Loss) to Adjusted                             
EBITDA (1)                                                                  
                                                                            
                                                                 ---------- 
                                                                    Year    
                                    Three Months Ended              Ended   
                          --------------------------------------  --------  
                           March             September  December  December  
                            31,    June 30,     30,        31,       31,    
(Unaudited; in thousands)   2015     2015       2015      2015      2015    
                          -------  --------  ---------  --------  --------  
Net 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) 
                          =======  ========  =========  ========  ========  
                                                                            
                                                                 ---------- 
                                                                         
                                                               ----------
                                                                  Year   
                                   Three Months Ended             Ended  
                         -------------------------------------  -------- 
                          March     June   September  December  December 
                           31,      30,       30,        31,       31,   
(Unaudited; in thousands)  2016     2016      2016      2016      2016   
                         -------  -------  ---------  --------  -------- 
Net Loss                 $(4,413) $(4,418) $  (3,053) $ (4,596) $(16,480)
  Depreciation             1,665    1,542      1,403     1,425     6,035 
  Amortization of                                                        
   internally developed                                                  
   software                  681      719        780       808     2,988 
  Amortization of                                                        
   intangible assets         826      794        730       730     3,080 
  Interest expense, net       18       34         39        38       129 
  Provision for (benefit                                                 
   from) income taxes        341      307        (37)      793     1,404 
                         -------  -------  ---------  --------  -------- 
EBITDA                   $  (882) $(1,022) $    (138) $   (802) $ (2,844)
  Stock-based                                                            
   compensation            3,822    2,939      1,831     1,703    10,295 
  Capitalization of                                                      
   internally developed                                                  
   software               (1,493)  (1,407)    (1,150)     (662)   (4,712)
  Acquisition related                                                    
   expenses                    9       20          -        11        40 
  Restructuring related                                                  
   expenses                    -      425         24       147       596 
  Other (income)                                                         
   expenses, net             (33)    (411)      (188)     (366)     (998)
                         -------  -------  ---------  --------  -------- 
Adjusted EBITDA          $ 1,423  $   544  $     379  $     31  $  2,377 
                         =======  =======  =========  ========  ======== 
                                                                         
                                                               ----------
(1) The sum of the quarterly financial information may vary from full year  
    financial information due to rounding.                                  
   Investor Relations Contact:Investor RelationsMarin [email protected] Contact:Wesley MacLagganMarketingMarin Software(415) [email protected]

Source: Marin Software

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