mrin-ex991

San Francisco, CA (November 7, 2019) – Marin Software Incorporated (NASDAQ: MRIN), a leading provider of digital marketing software for performance-driven advertisers and agencies, today announced financial results for the third quarter ended September 30, 2019.

“In Q3 2019, Marin expanded the number of bid strategies we offer with the addition of Awareness Targeting, Full-Funnel Optimization and Amazon Bidding,” said Chris Lien, Chief Executive Officer of Marin Software. “Whether you're focused on driving traffic to your website or app, increasing app downloads or driving sales on Amazon, Marin’s solutions help marketers make better bidding decisions, so they can see greater returns from their online advertising investments.”

Reconciliations of GAAP to non-GAAP financial measures have 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.”

Non-GAAP loss from operations excludes the effects of stock-based compensation, amortization of internally developed software and intangible assets, impairment of goodwill and long-lived assets, capitalization of internally developed software and non-recurring costs associated with restructurings.

Additionally, the Company 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. The GAAP 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 financial measures to the corresponding GAAP measures cannot be made without unreasonable effort.

Marin Software will host a conference call today at 2:00 PM Pacific Time (5:00 PM Eastern Time) to review the Company’s financial results for the quarter ended September 30, 2019, and its outlook for the future. To access the call, please dial (855) 327-6837 in the United States or (631) 891-4304 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=136572. Following the completion of the call through 11:59 p.m. Eastern Time on November 14, 2019, a recorded replay will be available on the Company’s website at http://investor.marinsoftware.com/ and a telephone replay will be available by dialing (844) 512-2921 in the United States or (412) 317-6671 internationally with the recording access code 10007869.

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 Software provides enterprise marketing software for advertisers and agencies to integrate, align, and amplify their digital advertising spend across the web and mobile devices. Marin Software offers a unified SaaS advertising management platform for search, social, and eCommerce advertising. The Company helps digital marketers convert precise audiences, improve financial performance, and make better decisions. Headquartered in San Francisco with offices worldwide, Marin Software’s technology powers marketing campaigns around the globe. For more information about Marin Software, please visit www.marinsoftware.com.

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, amortization of internally developed software and intangible assets, impairment of goodwill and long-lived assets, non-cash expenses related to debt agreements, capitalization of internally developed software and non-recurring costs associated with restructurings. Non-GAAP net loss per share is calculated as non-GAAP net loss divided by the weighted average shares outstanding.

Adjusted EBITDA. Marin defines Adjusted EBITDA as net loss, adjusted for stock-based compensation expense, depreciation, amortization of internally developed software and intangible assets, capitalization of internally developed software, impairment of goodwill and long-lived assets, benefit from or provision for income taxes, other income, net and non-recurring costs associated with 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 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.

Prior to 2019, Marin also included deferred costs associated with contracts and the related amortization as an adjustment to net loss for the purposes of calculating the non-GAAP financial measures described above, but has updated its definition to no longer include those items. Non-GAAP financial measures for prior periods have been adjusted to conform to current period presentation.

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 fourth quarter of 2019. 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 maintain or grow sales to new and existing customers; any adverse changes in our relationships with and access to publishers and advertising agencies and strategic business partners; our ability to manage expenses and liquidity and raise additional capital; our ability to maintain or expand our sales and marketing capabilities; our ability to retain and attract qualified management and technical personnel or implement any planned personnel reductions; 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; level of usage and advertising spend managed on our platform; our ability to maintain or expand sales of our solutions in channels other than search advertising; any slow-down in the search advertising market generally; any 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 our ability to acquire and integrate other businesses or sell business assets. 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, and 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 November 7, 2019. 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 Incorporated
Condensed Consolidated Balance Sheets
(On a GAAP basis)

	September 30,			December 31,
(Unaudited; in thousands, except par value)	2019			2018
Assets
Current assets:
Cash and cash equivalents	$	9,167		$	10,210
Restricted cash		971			1,293
Accounts receivable, net		9,258			12,906
Prepaid expenses and other current assets		3,949			4,642
Total current assets		23,345			29,051
Property and equipment, net		9,763			11,815
Right-of-use assets, operating leases		8,641			—
Goodwill		1,868			1,943
Intangible assets, net		470			1,938
Other non-current assets		1,508			2,045
Total assets	$	45,595		$	46,792
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	1,908		$	2,699
Accrued expenses and other current liabilities		10,721			10,632
Operating lease liabilities		4,294			—
Total current liabilities		16,923			13,331
Operating lease liabilities, non-current		5,696			—
Other long-term liabilities		2,098			4,090
Total liabilities		24,717			17,421
Stockholders’ equity:
Common stock, $0.001 par value		7			6
Additional paid-in capital		298,553			295,116
Accumulated deficit		(276,595	)		(264,713	)
Accumulated other comprehensive loss		(1,087	)		(1,038	)
Total stockholders’ equity		20,878			29,371
Total liabilities and stockholders’ equity	$	45,595		$	46,792

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

	Three Months Ended September 30,						Nine Months Ended September 30,
(Unaudited; in thousands, except per share data)	2019			2018			2019			2018
Revenues, net	$	11,728		$	13,153		$	37,652		$	42,806
Cost of revenues		5,567			6,459			17,307			20,994
Gross profit		6,161			6,694			20,345			21,812
Operating expenses
Sales and marketing		3,732			5,296			12,453			18,831
Research and development		3,872			5,471			13,427			17,443
General and administrative		2,631			2,921			8,129			10,064
Impairment of goodwill		—			14,740			—			14,740
Total operating expenses		10,235			28,428			34,009			61,078
Loss from operations		(4,074	)		(21,734	)		(13,664	)		(39,266	)
Other income, net		640			336			1,712			1,008
Loss before (benefit from) provision for income taxes		(3,434	)		(21,398	)		(11,952	)		(38,258	)
(Benefit from) provision for income taxes		(161	)		96			(70	)		624
Net loss	$	(3,273	)	$	(21,494	)	$	(11,882	)	$	(38,882	)
Net loss per common share, basic and diluted	$	(0.49	)	$	(3.71	)	$	(1.90	)	$	(6.75	)
Weighted-average shares outstanding, basic and diluted		6,631			5,787			6,262			5,763

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

	Nine Months Ended September 30,
(Unaudited; in thousands)	2019			2018
Operating activities
Net loss	$	(11,882	)	$	(38,882	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Impairment of goodwill		—			14,740
Depreciation		1,475			2,185
Amortization of internally developed software		2,762			2,871
Amortization of intangible assets		1,468			1,939
Loss on disposals of property and equipment and right-of-use assets		13			3
Amortization of deferred costs to obtain and fulfill contracts		1,240			1,624
Unrealized foreign currency gains		(52	)		(12	)
Stock-based compensation expense related to equity awards		2,100			2,933
Provision for bad debts		(47	)		(194	)
Net change in operating leases		(421	)		—
Changes in operating assets and liabilities:
Accounts receivable		3,728			3,773
Prepaid expenses and other assets		1			(824	)
Accounts payable		(774	)		(751	)
Accrued expenses and other current liabilities		737			(181	)
Net cash provided by (used in) operating activities		348			(10,776	)
Investing activities
Purchases of property and equipment		(92	)		(580	)
Proceeds from disposals of property and equipment		—			3
Capitalization of internally developed software		(1,874	)		(1,693	)
Net cash used in investing activities		(1,966	)		(2,270	)
Financing activities
Proceeds from issuance of common shares through at-the-market offering, net of offering costs		1,504			—
Payment of principal on finance lease liabilities		(986	)		(971	)
Employee taxes paid for withheld shares upon equity award settlement		(295	)		(137	)
Proceeds from employee stock purchase plan, net		123			249
Net cash provided by (used in) financing activities		346			(859	)
Effect of foreign exchange rate changes on cash and cash equivalents and restricted cash		(93	)		(242	)
Net decrease in cash and cash equivalents and restricted cash		(1,365	)		(14,147	)
Cash and cash equivalents and restricted cash
Beginning of period		11,503			28,837
End of period	$	10,138		$	14,690

Marin Software Incorporated
Reconciliation of GAAP to Non-GAAP Expenses

	Three Months Ended												Year Ended			Three Months Ended
	March 31,			June 30,			September 30,			December 31,			December 31,			March 31,			June 30,			September 30,
(Unaudited; in thousands)	2018			2018			2018			2018			2018			2019			2019			2019
Sales and Marketing (GAAP)	$	7,381		$	6,154		$	5,296		$	4,594		$	23,425		$	4,634		$	4,087		$	3,732
Less Stock-based compensation		(240	)		(271	)		(181	)		(265	)		(957	)		(180	)		(205	)		(155	)
Less Amortization of intangible assets		(213	)		(184	)		(130	)		(131	)		(658	)		(64	)		—			—
Less Restructuring related expenses		(497	)		(48	)		(113	)		(169	)		(827	)		(157	)		(66	)		—
Sales and Marketing (Non-GAAP)	$	6,431		$	5,651		$	4,872		$	4,029		$	20,983		$	4,233		$	3,816		$	3,577
Research and Development (GAAP)	$	6,155		$	5,817		$	5,471		$	5,007		$	22,450		$	4,895		$	4,660		$	3,872
Less Stock-based compensation		(339	)		(314	)		(339	)		(406	)		(1,398	)		(281	)		(269	)		(266	)
Less Amortization of intangible assets		(237	)		(234	)		(234	)		(233	)		(938	)		(234	)		(234	)		(234	)
Less Restructuring related expenses		(115	)		—			—			—			(115	)		—			—			—
Plus Capitalization of internally developed software		693			602			398			436			2,129			482			388			1,004
Research and Development (Non-GAAP)	$	6,157		$	5,871		$	5,296		$	4,804		$	22,128		$	4,862		$	4,545		$	4,376
General and Administrative (GAAP)	$	3,377		$	3,766		$	2,921		$	3,049		$	13,113		$	3,221		$	2,277		$	2,631
Less Stock-based compensation		(245	)		(273	)		(195	)		(164	)		(877	)		(99	)		(146	)		(105	)
Less Amortization of intangible assets		(3	)		—			—			—			(3	)		—			—			—
Less Restructuring related expenses		(111	)		(36	)		(11	)		—			(158	)		—			—			—
General and Administrative (Non-GAAP)	$	3,018		$	3,457		$	2,715		$	2,885		$	12,075		$	3,122		$	2,131		$	2,526

Marin Software Incorporated
Reconciliation of GAAP to Non-GAAP Measures

	Three Months Ended												Year Ended			Three Months Ended
	March 31,			June 30,			September 30,			December 31,			December 31,			March 31,			June 30,			September 30,
(Unaudited; in thousands)	2018			2018			2018			2018			2018			2019			2019			2019
Gross Profit (GAAP)	$	7,830		$	7,288		$	6,694		$	9,665		$	31,477		$	7,637		$	6,547		$	6,161
Plus Stock-based compensation		204			172			160			203			739			125			142			127
Plus Amortization of internally developed software		957			986			928			903			3,774			750			955			1,057
Plus Amortization of intangible assets		237			233			234			234			938			234			234			234
Plus Restructuring related expenses		139			—			37			—			176			6			—			—
Gross Profit (Non-GAAP)	$	9,367		$	8,679		$	8,053		$	11,005		$	37,104		$	8,752		$	7,878		$	7,579
Operating Loss (GAAP)	$	(9,083	)	$	(8,449	)	$	(21,734	)	$	(2,985	)	$	(42,251	)	$	(5,113	)	$	(4,477	)	$	(4,074	)
Plus Impairment of goodwill		—			—			14,740			—			14,740			—			—			—
Plus Stock-based compensation		1,028			1,030			875			1,038			3,971			685			762			653
Plus Amortization of internally developed software		957			986			928			903			3,774			750			955			1,057
Plus Amortization of intangible assets		690			651			598			598			2,537			532			468			468
Plus Restructuring related expenses		862			84			161			169			1,276			163			66			—
Less Capitalization of internally developed software		(693	)		(602	)		(398	)		(436	)		(2,129	)		(482	)		(388	)		(1,004	)
Operating Loss (Non-GAAP)	$	(6,239	)	$	(6,300	)	$	(4,830	)	$	(713	)	$	(18,082	)	$	(3,465	)	$	(2,614	)	$	(2,900	)
Net Loss (GAAP)	$	(9,112	)	$	(8,276	)	$	(21,494	)	$	(2,362	)	$	(41,244	)	$	(4,606	)	$	(4,003	)	$	(3,273	)
Plus Impairment of goodwill		—			—			14,740			—			14,740			—			—			—
Plus Stock-based compensation		1,028			1,030			875			1,038			3,971			685			762			653
Plus Amortization of internally developed software		957			986			928			903			3,774			750			955			1,057
Plus Amortization of intangible assets		690			651			598			598			2,537			532			468			468
Plus Restructuring related expenses		862			84			161			169			1,276			163			66			—
Less Capitalization of internally developed software		(693	)		(602	)		(398	)		(436	)		(2,129	)		(482	)		(388	)		(1,004	)
Net Loss (Non-GAAP)	$	(6,268	)	$	(6,127	)	$	(4,590	)	$	(90	)	$	(17,075	)	$	(2,958	)	$	(2,140	)	$	(2,099	)

Marin Software Incorporated
Calculation of Non-GAAP Earnings Per Share

	Three Months Ended												Year Ended			Three Months Ended
	March 31,			June 30,			September 30,			December 31,			December 31,			March 31,			June 30,			September 30,
(Unaudited; in thousands, except per share data)	2018			2018			2018			2018			2018			2019			2019			2019
Net Loss (Non-GAAP)	$	(6,268	)	$	(6,127	)	$	(4,590	)	$	(90	)	$	(17,075	)	$	(2,958	)	$	(2,140	)	$	(2,099	)
Weighted-average shares outstanding, basic and diluted		5,736			5,767			5,787			5,841			5,783			5,945			6,201			6,631
Non-GAAP net loss per common share, basic and diluted	$	(1.09	)	$	(1.06	)	$	(0.79	)	$	(0.02	)	$	(2.95	)	$	(0.50	)	$	(0.35	)	$	(0.32	)

Marin Software Incorporated
Reconciliation of Net Loss to Adjusted EBITDA

	Three Months Ended												Year Ended			Three Months Ended
	March 31,			June 30,			September 30,			December 31,			December 31,			March 31,			June 30,			September 30,
(Unaudited; in thousands)	2018			2018			2018			2018			2018			2019			2019			2019
Net Loss	$	(9,112	)	$	(8,276	)	$	(21,494	)	$	(2,362	)	$	(41,244	)	$	(4,606	)	$	(4,003	)	$	(3,273	)
Depreciation		798			759			628			473			2,658			499			482			494
Amortization of internally developed software		957			986			928			903			3,774			750			955			1,057
Amortization of intangible assets		690			651			598			598			2,537			532			468			468
Provision for (benefit from) income taxes		324			204			96			(38	)		586			33			58			(161	)
Impairment of goodwill		—			—			14,740			—			14,740			—			—			—
Stock-based compensation		1,028			1,030			875			1,038			3,971			685			762			653
Capitalization of internally developed software		(693	)		(602	)		(398	)		(436	)		(2,129	)		(482	)		(388	)		(1,004	)
Restructuring related expenses		862			84			161			169			1,276			163			66			—
Other income, net		(295	)		(377	)		(336	)		(585	)		(1,593	)		(540	)		(532	)		(640	)
Adjusted EBITDA	$	(5,441	)	$	(5,541	)	$	(4,202	)	$	(240	)	$	(15,424	)	$	(2,966	)	$	(2,132	)	$	(2,406	)

Forward-Looking Guidance
In millions

	Range of Estimate
	From			To
Three Months Ended December 31, 2019
Revenues, net	$	10.4		$	10.9
Non-GAAP loss from operations		(3.7	)		(3.2	)