Note 1 - Summary of Business and Significant Accounting Policies	3 Months Ended
Mar. 31, 2019
Notes to Financial Statements
Significant Accounting Policies [Text Block]	1. Summary of Business and Significant Accounting Policies Marin Software Incorporated (the “Company”) was incorporated in Delaware in March 2006. The Company provides enterprise marketing software for advertisers and agencies to integrate, align and amplify their digital advertising spend across the web and mobile devices. Offered as a unified software-as-a-service, or SaaS, advertising management platform for search, social, eCommerce and display advertising, the Company’s goal is to help digital marketers convert precise audiences, improve financial performance and make better decisions. The Company’s corporate headquarters are located in San Francisco, California, and the Company has additional offices in the following locations: Austin, Chicago, Dublin, London, New York, Paris, Portland, Shanghai and Tokyo. Liquidity The Company has incurred significant losses in each fiscal year since its incorporation in 2006, and management expects such losses to continue over the next several years. The Company incurred a net loss of $4,606 for the three months ended March 31, 2019, and a net loss of $41,244 for the year ended December 31, 2018. As of March 31, 2019, the Company had an accumulated deficit of $269,319. The Company had cash, cash equivalents and restricted cash of $8,866 as of March 31, 2019. Management expects to incur additional losses and experience negative cash flows in the future. To continue to fund operations, including research and development, the Company will need to increase revenues, lower costs and/or raise additional capital. In March 2019, the Company filed a shelf registration statement with the Securities and Exchange Commission ("SEC") under which it may offer a variety of equity and debt securities with an aggregate offering price of up to $50,000. As part of that shelf registration statement, the Company entered into an equity distribution agreement under which it may sell shares of its common stock up to a gross aggregate offering price of $13,000 (Note 6 ). The actual amount of cash that will be generated from this equity distribution agreement is uncertain as of March 31, 2019. In January 2018, the Company initiated organizational restructuring plans (see Note 5 ), which resulted in significant cost savings for the three months ended March 31, 2019 as compared to the corresponding period in 2018, and are expected to continue to result in cost savings in 2019 as compared to 2018. The Company believes that its cash, cash equivalents and restricted cash will provide sufficient funds for the Company to continue as a going concern for at least 12 months from the date of issuance of these condensed consolidated financial statements. This determination is based on a number of factors, including projections that are predicated on the Company achieving a planned level of personnel costs as a result of natural headcount reductions. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the instructions to Form 10 -Q and Article 10 of Regulation S- X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments, consisting of only normal recurring items, considered necessary for fair statement have been included. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019, or for other interim periods or for future years. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2018 is derived from audited financial statements as of that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2018, filed with the SEC on March 14, 2019. Fair Value of Financial Instruments The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at amounts which approximate fair value because of the short-term nature of those instruments. Based on borrowing rates available to the Company for loans with similar terms and maturities, and in consideration of the Company’s credit risk profile, the carrying value of outstanding lease liabilities (Note 10 ) approximates fair value as well. Allowances for Doubtful Accounts and Revenue Credits The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the Company’s receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence. The Company does not require collateral from its customers, and it performs a regular review of its customers’ payment histories and associated credit risks. Certain contracts with advertising agencies contain sequential liability provisions, whereby the agency does not have an obligation to pay the Company until payment is received from the agency’s customers. In these circumstances, the Company evaluates the credit worthiness of the agency’s customers in addition to the agency itself. As of March 31, 2019 and December 31, 2018, the Company recorded an allowance for doubtful accounts in the amount of $2,567 and $2,651, respectively. From time to time, the Company provides credits to customers that typically relate to customer disputes or billing adjustments and are recorded as a reduction of revenues, net. Reserves for these revenue credits are accounted for as variable consideration under authoritative revenue recognition guidance (see Note 2 ) and are estimated based on historical credit activity. As of March 31, 2019, and December 31, 2018, the Company recorded an allowance for potential customer credits in the amount of $381 and $353, respectively. Goodwill Impairment Assessment The Company evaluates goodwill for impairment annually in the fourth quarter of its fiscal year, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. For the purposes of impairment testing, the Company has determined that it has one reporting unit. The Company performs its goodwill impairment test using the simplified method, whereby the fair value of this reporting unit is compared to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not considered impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the goodwill is considered impaired by an amount equal to that difference. The Company previously recorded goodwill impairment of $14,740 in the third quarter of 2018. No goodwill impairment was recorded for the three months ended March 31, 2019, as the market capitalization of the Company’s common stock was above the net book value of the Company’s net assets. Long-Lived Assets Impairment Assessment The Company evaluates long-lived assets, excluding goodwill, for potential impairment whenever adverse events or changes in circumstances or business climate indicate that the expected undiscounted future cash flows related to such long-lived assets may not be sufficient to support the net book value of such assets. An impairment loss is recognized only if the carrying value of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying value of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. There were no such impairment losses recorded in any of the periods presented. Revenue Recognition The Company generates revenues principally from subscriptions either directly with advertisers or with advertising agencies to its platform for the management of search, social, eCommerce and display advertising. The Company also generates revenues from strategic agreements with certain leading publishers. Under these strategic agreements, the Company receives consideration based on a percentage of the search advertising spend that customers manage on its platform. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. See Note 2 for further discussion on the Company's revenues. Recent Accounting Pronouncements Adopted in 2019 In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016 - 02, Leases (Topic 842 ), or Accounting Standards Codification 842 ("ASC 842" ), which superseded existing accounting guidance for leases. ASC 842 requires an entity to recognize an asset and lease liability for all leases with terms of more than 12 months. The Company adopted ASC 842 effective January 1, 2019 using the transition method of adoption that allows for a modified retrospective adoption. As a result, the Company has not changed previously disclosed amounts or provided additional disclosures for comparative periods. There was no impact to the Company's opening balance of accumulated deficit. As part of this adoption, the Company elected the package of transitional practical expedients to not reassess ( 1 ) whether any contracts that existed prior to adoption have or contain leases, ( 2 ) the classification of existing leases or ( 3 ) initial direct costs for existing leases. The Company did not elect the practical expedient to use hindsight in determining its lease terms. As a result of the adoption, the Company initially recorded right-of-use ("ROU") assets of $14,589 and lease liabilities of $16,425 related to operating leases on January 1, 2019. ASC 842 did not have a material impact on the Company's condensed consolidated statement of comprehensive loss for the three months ended March 31, 2019. Refer to Note 10 for further information on leases. In February 2018, the FASB issued ASU 2018 - 02, Income Statement – Reporting Comprehensive Income – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220 ), which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The Company adopted ASU 2018 - 02 on January 1, 2019 and it had no effect on its condensed consolidated financial statements for the three months ended March 31, 2019. Recent Accounting Pronouncements Not Yet Effective In June 2016, the FASB issued ASU 2016 - 13, Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326 ), which changes the impairment model for most financial assets and certain other instruments to require the use of a new forward-looking "expected loss" model that generally will result in earlier recognition of allowances for losses. This ASU will also require disclosure of significantly more information related to these items. ASU 2016 - 13 is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018 - 13, Fair Value Measurement (Topic 820 ), which is designed to improve the effectiveness of disclosures related to fair value measurements. ASU 2018 - 13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018 - 15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 35 - 40 ), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018 - 15 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements.

Summary of Business and Significant Accounting Policies

Marin Software Incorporated (the “Company”) was incorporated in Delaware in

March

2006.

The Company provides enterprise marketing software for advertisers and agencies to integrate, align and amplify their digital advertising spend across the web and mobile devices. Offered as a unified software-as-a-service, or SaaS, advertising management platform for search, social, eCommerce and display advertising, the Company’s goal is to help digital marketers convert precise audiences, improve financial performance and make better decisions. The Company’s corporate headquarters are located in San Francisco, California, and the Company has additional offices in the following locations: Austin, Chicago, Dublin, London, New York, Paris, Portland, Shanghai and Tokyo.

Liquidity

The Company has incurred significant losses in each fiscal year since its incorporation in

2006,

and management expects such losses to continue over the next several years. The Company incurred a net loss of

$4,606

for the

three

months ended

March 31, 2019,

and a net loss of

$41,244

for the year ended

December 31, 2018.

As of

March 31, 2019,

the Company had an accumulated deficit of

$269,319.

The Company had cash, cash equivalents and restricted cash of

$8,866

as of

March 31, 2019.

Management expects to incur additional losses and experience negative cash flows in the future. To continue to fund operations, including research and development, the Company will need to increase revenues, lower costs and/or raise additional capital. In

March 2019,

the Company filed a shelf registration statement with the Securities and Exchange Commission ("SEC") under which it

may

offer a variety of equity and debt securities with an aggregate offering price of up to

$50,000.

As part of that shelf registration statement, the Company entered into an equity distribution agreement under which it

may

sell shares of its common stock up to a gross aggregate offering price of

$13,000

(Note

). The actual amount of cash that will be generated from this equity distribution agreement is uncertain as of

March 31, 2019.

January 2018,

the Company initiated organizational restructuring plans (see Note

), which resulted in significant cost savings for the

three

months ended

March 31, 2019

as compared to the corresponding period in

2018,

and are expected to continue to result in cost savings in

2019

as compared to

2018.

The Company believes that its cash, cash equivalents and restricted cash will provide sufficient funds for the Company to continue as a going concern for at least

months from the date of issuance of these condensed consolidated financial statements. This determination is based on a number of factors, including projections that are predicated on the Company achieving a planned level of personnel costs as a result of natural headcount reductions.

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the instructions to Form

-Q and Article

of Regulation S-

Accordingly, they do

not

include all of the information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments, consisting of only normal recurring items, considered necessary for fair statement have been included. The results of operations for the

three

months ended

March 31, 2019

are

not

necessarily indicative of the results to be expected for the year ending

December

31,

2019,

or for other interim periods or for future years.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of

December

31,

2018

is derived from audited financial statements as of that date but does

not

include all of the information and footnotes required by GAAP for complete financial statements.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form

-K for the fiscal year ended

December

31,

2018,

filed with the SEC on

March 14, 2019.

Fair Value of Financial Instruments

The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at amounts which approximate fair value because of the short-term nature of those instruments. Based on borrowing rates available to the Company for loans with similar terms and maturities, and in consideration of the Company’s credit risk profile, the carrying value of outstanding lease liabilities (Note

) approximates fair value as well.

Allowances for Doubtful Accounts and Revenue Credits

The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the Company’s receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence. The Company does

not

require collateral from its customers, and it performs a regular review of its customers’ payment histories and associated credit risks. Certain contracts with advertising agencies contain sequential liability provisions, whereby the agency does

not

have an obligation to pay the Company until payment is received from the agency’s customers. In these circumstances, the Company evaluates the credit worthiness of the agency’s customers in addition to the agency itself. As of

March 31, 2019

and

December

31,

2018,

the Company recorded an allowance for doubtful accounts in the amount of

$2,567

and

$2,651,

respectively.

From time to time, the Company provides credits to customers that typically relate to customer disputes or billing adjustments and are recorded as a reduction of revenues, net. Reserves for these revenue credits are accounted for as variable consideration under authoritative revenue recognition guidance (see Note

) and are estimated based on historical credit activity. As of

March 31, 2019,

and

December

31,

2018,

the Company recorded an allowance for potential customer credits in the amount of

$381

and

$353,

respectively.

Goodwill Impairment Assessment

The Company evaluates goodwill for impairment annually in the

fourth

quarter of its fiscal year, or more frequently if events or changes in circumstances indicate that goodwill

may

be impaired. For the purposes of impairment testing, the Company has determined that it has

one

reporting unit. The Company performs its goodwill impairment test using the simplified method, whereby the fair value of this reporting unit is compared to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is

not

considered impaired. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the goodwill is considered impaired by an amount equal to that difference. The Company previously recorded goodwill impairment of

$14,740

in the

third

quarter of

2018.

goodwill impairment was recorded for the

three

months ended

March 31, 2019,

as the market capitalization of the Company’s common stock was above the net book value of the Company’s net assets.

Long-Lived Assets Impairment Assessment

The Company evaluates long-lived assets, excluding goodwill, for potential impairment whenever adverse events or changes in circumstances or business climate indicate that the expected undiscounted future cash flows related to such long-lived assets

may

not

be sufficient to support the net book value of such assets. An impairment loss is recognized only if the carrying value of a long-lived asset or asset group is

not

recoverable and exceeds its fair value. The carrying value of a long-lived asset or asset group is

not

recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. There were

such impairment losses recorded in any of the periods presented.

Revenue Recognition

The Company generates revenues principally from subscriptions either directly with advertisers or with advertising agencies to its platform for the management of search, social, eCommerce and display advertising. The Company also generates revenues from strategic agreements with certain leading publishers. Under these strategic agreements, the Company receives consideration based on a percentage of the search advertising spend that customers manage on its platform. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

See Note

for further discussion on the Company's revenues.

Recent Accounting Pronouncements Adopted in

2019

February 2016,

the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2016

02,

Leases

(Topic

842

), or Accounting Standards Codification

842

("ASC

842"

), which superseded existing accounting guidance for leases. ASC

842

requires an entity to recognize an asset and lease liability for all leases with terms of more than

months. The Company adopted ASC

842

effective

January 1, 2019

using the transition method of adoption that allows for a modified retrospective adoption. As a result, the Company has

not

changed previously disclosed amounts or provided additional disclosures for comparative periods. There was

impact to the Company's opening balance of accumulated deficit. As part of this adoption, the Company elected the package of transitional practical expedients to

not

reassess (

) whether any contracts that existed prior to adoption have or contain leases, (

) the classification of existing leases or (

) initial direct costs for existing leases. The Company did

not

elect the practical expedient to use hindsight in determining its lease terms.

As a result of the adoption, the Company initially recorded right-of-use ("ROU") assets of

$14,589

and lease liabilities of

$16,425

related to operating leases on

January 1, 2019.

ASC

842

did

not

have a material impact on the Company's condensed consolidated statement of comprehensive loss for the

three

months ended

March 31, 2019.

Refer to Note

for further information on leases.

February 2018,

the FASB issued ASU

2018

02,

Income Statement – Reporting Comprehensive Income – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

(Topic

220

), which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The Company adopted ASU

2018

January 1, 2019

and it had

effect on its condensed consolidated financial statements for the

three

months ended

March 31, 2019.

Recent Accounting Pronouncements

Not

Yet Effective

June 2016,

the FASB issued ASU

2016

13,

Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments

(Topic

326

), which changes the impairment model for most financial assets and certain other instruments to require the use of a new forward-looking "expected loss" model that generally will result in earlier recognition of allowances for losses. This ASU will also require disclosure of significantly more information related to these items. ASU

2016

is effective for annual periods beginning after

December 15, 2019,

and interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements.

August 2018,

the FASB issued ASU

2018

13,

Fair Value Measurement

(Topic

820

), which is designed to improve the effectiveness of disclosures related to fair value measurements. ASU

2018

is effective for annual periods beginning after

December 15, 2019,

including interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements.

August 2018,

the FASB issued ASU

2018

15,

Intangibles – Goodwill and Other – Internal-Use Software

(Subtopic

), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU

2018

is effective for annual periods beginning after

December 15, 2019,

including interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements.