UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2018
Marin Software Incorporated
(Exact name of Registrant as Specified in Its Charter)
|
Delaware |
001-35838 |
20-4647180 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
|
123 Mission Street, 27th Floor San Francisco, California 94105 |
94105 |
|
|
(Address of Principal Executive Offices) |
(Zip Code) |
(415) 399-2580
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On December 17, 2018, Marin Software Incorporated (the “Company”) issued a press release updating its guidance for the fourth quarter of 2018.
The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 shall not be incorporated by reference into any registration statement or other document filed by the Company with the Securities and Exchange Commission, whether made before or after the date of this Current Report on Form 8‑K, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
|
Description |
|
99.1 |
|
Press release issued by Marin Software Incorporated dated December 17, 2018. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
Marin Software Incorporated |
|
|
|
|
|
|
|
Date: December 17, 2018 |
|
By: |
/s/ Bradley W. Kinnish |
|
|
|
|
Bradley W. Kinnish |
|
|
|
|
Chief Financial Officer |
Exhibit 99.1
Marin Software Announces Updated Fourth Quarter 2018 Guidance
San Francisco, CA (December 17, 2018) – Marin Software Incorporated (Nasdaq: MRIN), a leading provider of digital marketing software for performance-driven advertisers and agencies, today announced that it has entered into a three-year revenue sharing agreement with Google to further develop Marin’s enterprise tech platform and software products.
Financial Outlook:
As a result of its agreement with Google, Marin is providing updated guidance for the fourth quarter of 2018 as follows:
|
Forward-Looking Guidance |
|||||||||
|
In millions |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of Estimate |
|
||||||
|
|
|
From |
|
|
To |
|
|
||
|
Three Months Ending December 31, 2018 |
|
|
|
|
|
|
|
|
|
|
Revenues, net |
|
$ |
14.6 |
|
|
$ |
15.1 |
|
|
|
Non-GAAP loss from operations |
|
|
(2.9 |
) |
|
|
(2.4 |
) |
|
The agreement with Google extends through September 30, 2021, at which time the agreement may be terminated or renewed. Future guidance from Marin will incorporate all expected revenues and reinvestments required under this agreement.
“This revenue sharing agreement with Google highlights the value of a strong, independent ecosystem that helps brands get the most out of their cross-channel marketing spend,” said Chris Lien, Chief Executive Officer of Marin. “With increased investment supported by Google, leading advertisers can expect to see even more search innovation from Marin to better help them achieve their advertising goals including harnessing the power of machine learning-based ad formats and other innovative placements.”
Non-GAAP loss from operations excludes the effects of stock-based compensation, amortization of internally developed software, intangible assets and deferred costs to obtain and fulfill contracts, impairment of goodwill and long-lived assets, capitalization of internally developed software, deferral of costs to obtain and fulfill contracts and non-recurring costs associated with restructurings.
Additionally, Marin does not reconcile its forward-looking non-GAAP loss from operations, due to variability between revenues and non-cash items such as stock-based compensation. Loss from operations includes stock-based compensation expense, which is affected by hiring and retention needs, as well as the future price of Marin’s stock. As a result, a reconciliation of the forward-looking non-GAAP loss from operations to loss from operations cannot be made without unreasonable effort.
About Marin Software
Marin Software Incorporated’s (Nasdaq: MRIN) mission is to give advertisers the power to drive higher efficiency and transparency in their paid marketing programs that run on the world’s largest publishers. Marin provides enterprise marketing software for advertisers and agencies to integrate, align, and amplify their digital advertising spend across the web and mobile devices. Offering a unified SaaS advertising management platform for search, social, and eCommerce advertising, Marin helps digital marketers convert precise audiences, improve financial performance, and make better decisions. Headquartered in San Francisco, with offices worldwide, 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 a non-GAAP financial measure in this release. Marin uses this non-GAAP financial measure internally in analyzing its financial results and believes it is useful to investors, as a supplement to the corresponding GAAP measure in evaluating its ongoing operational performance. Marin believes that the use of this non-GAAP financial measure 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.
Forward-Looking Statements
This press release contains forward-looking statements including, among other things, statements regarding Marin’s development of its search advertising platform and products, receipt of revenue share payments and reinvestment of a portion of such payments pursuant to its agreement with Google, Marin’s future search innovation to help advertisers achieve their advertising goals, and Marin’s future financial results, including its updated financial outlook for the fourth quarter of 2018. 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 revenues from the agreement with Google; 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 December 17, 2018. Marin assumes no obligation to, and expressly disclaims any obligation to update any such forward-looking statements after the date of this release.
Investor Relations Contact:
Investor Relations, Marin Software
ir@marinsoftware.com
Media Contact:
Wesley MacLaggan
Marketing, Marin Software
(415) 399-2586
press@marinsoftware.com