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Marin Software Announces Second Quarter 2016 Financial Results


/EINPresswire.com/ -- SAN FRANCISCO, CA--(Marketwired - August 04, 2016) -

  • Reported second quarter net revenues of $25.8 million, as compared to $26.8 during the second quarter of 2015
  • Reported second quarter operating cash flows of $1.5 million, as compared to ($6.0) million during the second quarter of 2015

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 second quarter ended June 30, 2016.

"We have made solid progress in optimizing the efficiency of our business over the past year as demonstrated by the significant improvement in our operating margins and our third consecutive quarter of generating positive Adjusted EBITDA," said David A. Yovanno, chief executive officer of Marin Software. "We're encouraged by the progress we have made in unifying our search, social, and display advertising suite. Once complete, we expect to be in an attractive position to further extend our market-leading position."

Second Quarter 2016 Financial Highlights:

  • Net revenues totaled $25.8 million, a year-over-year decrease of 4%, when compared to $26.8 million in the second quarter of 2015.
  • GAAP gross profit was $16.9 million, resulting in a gross margin of 65%, compared to GAAP gross profit of $16.2 million during the second quarter of 2015. Non-GAAP gross profit was $18.3 million, resulting in a non-GAAP gross margin of 71%, compared to non-GAAP gross profit of $17.4 million during the second quarter of 2015.
  • GAAP income from operations was ($4.5) million, compared to ($11.7) million for the second quarter of 2015. GAAP operating margin was (17%), compared to (44%) during the second quarter of 2015. Non-GAAP income from operations was ($1.0) million, compared to ($6.8) million for the second quarter of 2015. Non-GAAP operating margin was (4%), compared to (25%) during the second quarter of 2015.
  • GAAP net income was ($4.4) million, or ($0.12) per share, based on 38.3 million weighted average shares outstanding. This compares to ($12.0) million, or ($0.33) per share, based upon 36.4 million weighted average shares outstanding during the second quarter of 2015. Non-GAAP net income was ($0.9) million, or ($0.02) per share, based upon 38.3 million weighted average shares outstanding. This compares to ($7.1) million, or ($0.20) per share, based on 36.4 million weighted average shares outstanding during the second quarter of 2015.
  • Adjusted EBITDA was $0.5 million, compared to ($5.1) million in the second quarter of 2015.
  • As of June 30, 2016, cash and cash equivalents totaled $35.4 million, compared to $37.3 million as of December 31, 2015.

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."

Second Quarter 2016 Product Release Highlights

  • Released full reporting and management capabilities for Google's recently updated ad format Expanded Text Ads, which is helping drive improved click-through and conversion rates for advertisers.
  • Introduced several product enhancements to its Shopping offering including product feed distribution, SKU level reporting, and enhanced bidding capabilities. Also released Smart Sync for Shopping, currently in alpha, which allows retailers to automatically build Facebook Dynamic Ads from their existing Google Shopping campaigns.
  • Released support for Facebook's Lead Ad format, with mass editing capabilities, and the ability to run reports within the app and through an application programming interface.
  • Introduced Dynamic Ads Prospecting, currently in beta, which enables advertisers running Facebook Dynamic Ads campaigns on Marin Social to have the ability to target prospects as well as re-market to existing customers who have visited their website or app.

Financial Outlook:

As of August 4, 2016, Marin is initiating guidance for its third quarter 2016 as follows:

                     Forward-Looking Guidance                    
                In millions, except per share data               
                                                                 
                                             Range of Estimate   
                                              From        To     
                                           ---------  ---------- 
Three Months Ending September 30, 2016                           
  Revenues, net                            $    23.4  $    23.9  
  Non-GAAP loss from operations            $    (2.9) $    (2.4) 
  Non-GAAP net loss per share              $   (0.08) $   (0.07) 
  Weighted-average shares outstanding           38.5             

Non-GAAP loss from operations and non-GAAP net loss per share excludes the effects of stock-based compensation, amortization of internally developed software, amortization of intangible assets, noncash expenses related to warrants, non-recurring costs associated with acquisitions and restructurings, and capitalization of internally developed software.

Quarterly Results Conference Call

Marin Software will host a conference call today at 2:00 PM Pacific Time (5:00 PM Eastern Time) to review the Company's financial results for the quarter ended June 30, 2016, and its outlook for the future. To access the call, please dial (855) 327-6837 in the U.S. or (778) 327-3988 internationally with reference to the company name and conference title. A live webcast of the conference call will be accessible from Marin Software's website at: http://investor.marinsoftware.com/. Following the completion of the call through 11:59 p.m. Eastern Time on August 11, 2016, a recording will be available for replay at: http://investor.marinsoftware.com/ and a telephone replay will be available by dialing (877) 870-5176 in the U.S. or (858) 384-5517 internationally with the recording access code 10001445.

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 more than $7.8 billion in annualized ad spend across the web and mobile devices. Offering an integrated SaaS ad management platform for search, social, and display advertising, Marin helps digital marketers improve financial performance, save time, and make better decisions. Advertisers use Marin to create, target, and convert precise audiences based on recent buying signals from users' search, social, and display interactions. Headquartered in San Francisco, with offices in eight countries, Marin's technology powers marketing campaigns around the globe. For more information about Marin 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, growth, benefits of investment in Marin's software platform, progress on product development efforts, customer adoption of our products, product capabilities and future financial results, including its outlook for the third quarter of 2016. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to our ability to grow sales to new and existing customers; our ability to expand our sales and marketing capabilities; our ability to retain and attract qualified management and technical personnel; delays in the release of updates to our product platform or new features; competitive factors, including but not limited to pricing pressures, entry of new competitors and new applications; quarterly fluctuations in our operating results due to a number of factors; inability to adequately forecast our future 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, including our acquisitions of Perfect Audience and SocialMoov. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including our most recent report on Form 10-K, recent reports on Form 10-Q and current reports on Form 8-K which we may file from time to time, all of which are available free of charge at the SEC's website at www.sec.gov. Any of these risks could cause actual results to differ materially from expectations set forth in the forward-looking statements. All forward-looking statements in this press release reflect Marin's expectations as of August 4, 2016. Marin assumes no obligation to, and expressly disclaims any obligation to update any such forward-looking statements after the date of this release.

                                                                            
Marin Software Inc.                                                         
Condensed Consolidated Balance Sheets                                       
(On a GAAP basis)                                                           
                                                                            
                                                  June 30,     December 31, 
(Unaudited; in thousands, except par value)         2016           2015     
                                               -------------  ------------- 
Assets                                                                      
Current assets                                                              
  Cash and cash equivalents                    $      35,442  $      37,326 
  Accounts receivable, net                            22,963         21,718 
  Prepaid expenses and other current assets            4,290          4,186 
                                               -------------  ------------- 
    Total current assets                              62,695         63,230 
Property and equipment, net                           21,088         21,817 
Goodwill                                              19,512         19,417 
Intangible assets, net                                 8,785         10,405 
Other noncurrent assets                                1,684          1,323 
                                               -------------  ------------- 
    Total assets                               $     113,764  $     116,192 
                                               =============  ============= 
Liabilities and Stockholders' Equity                                        
Current liabilities                                                         
  Accounts payable                             $       2,971  $       1,710 
  Accrued expenses and other current                                        
   liabilities                                        10,384         11,185 
  Deferred revenues                                    1,082          1,430 
  Current portion of long-term debt                      768          1,384 
                                               -------------  ------------- 
    Total current liabilities                         15,205         15,709 
Long-term debt, less current portion                   1,537          1,557 
Other long-term liabilities                            4,451          4,795 
                                               -------------  ------------- 
    Total liabilities                                 21,193         22,061 
                                               -------------  ------------- 
Stockholders' equity                                                        
  Common stock, $0.001 par value                          38             37 
  Additional paid-in capital                         282,773        275,604 
  Accumulated deficit                               (188,564)      (179,733)
  Accumulated other comprehensive loss                (1,676)        (1,777)
                                               -------------  ------------- 
    Total stockholders' equity                        92,571         94,131 
                                               -------------  ------------- 
    Total liabilities and stockholders' equity $     113,764  $     116,192 
                                               =============  ============= 
                                                                            
                                                                            
Marin Software Inc.                                                         
Condensed Consolidated                                                      
 Statements of Operations                                                   
(On a GAAP basis)                                                           
                                                                            
                               Three Months Ended     Six Months Ended June 
                                    June 30,                   30,          
                             ----------------------  ---------------------- 
(Unaudited; in thousands,                                                   
 except per share data)         2016        2015        2016        2015    
                             ----------  ----------  ----------  ---------- 
Revenues, net                $   25,753  $   26,775  $   52,941  $   53,188 
Cost of revenues (1) (2) (3)      8,894      10,599      18,084      20,308 
                             ----------  ----------  ----------  ---------- 
  Gross profit                   16,859      16,176      34,857      32,880 
                             ----------  ----------  ----------  ---------- 
Operating expenses (1) (2)                                                  
 (3)                                                                        
Sales and marketing               9,285      13,064      18,392      25,221 
Research and development          7,044       9,194      15,053      17,678 
General and administrative        5,018       5,655       9,987      11,375 
                             ----------  ----------  ----------  ---------- 
  Total operating expenses       21,347      27,913      43,432      54,274 
                             ----------  ----------  ----------  ---------- 
  Loss from operations           (4,488)    (11,737)     (8,575)    (21,394)
Interest expense, net               (34)         (8)        (52)        (19)
Other income (expenses), net        411        (164)        444          80 
                             ----------  ----------  ----------  ---------- 
  Loss before provision for                                                 
   income taxes                  (4,111)    (11,909)     (8,183)    (21,333)
Provision for income taxes         (307)       (138)       (648)       (374)
                             ----------  ----------  ----------  ---------- 
  Net loss                   $   (4,418) $  (12,047) $   (8,831) $  (21,707)
                             ==========  ==========  ==========  ========== 
Net loss per common share,                                                  
 basic and diluted           $    (0.12) $    (0.33) $    (0.23) $    (0.60)
                             ==========  ==========  ==========  ========== 
Weighted-average shares                                                     
 outstanding, basic and                                                     
 diluted                         38,280      36,389      38,023      36,028 
                             ----------  ----------  ----------  ---------- 
                                                                            
(1) Includes stock-based                                                    
 compensation expense as                                                    
 follows:                                                                   
  Cost of revenues           $      309  $      322  $      730  $      551 
  Sales and marketing               422         954         921       1,669 
  Research and development        1,275       2,340       3,297       3,967 
  General and administrative        933       1,323       1,813       2,247 
                             ----------  ----------  ----------  ---------- 
    Total                    $    2,939  $    4,939  $    6,761  $    8,434 
                             ==========  ==========  ==========  ========== 
                                                                            
(2) Includes amortization of                                                
 intangible assets as                                                       
 follows:                                                                   
  Cost of revenues           $      263  $      276  $      534  $      491 
  Sales and marketing               240         247         488         427 
  Research and development          263         276         534         492 
  General and administrative         28          37          64          72 
                             ----------  ----------  ----------  ---------- 
    Total                    $      794  $      836  $    1,620  $    1,482 
                             ==========  ==========  ==========  ========== 
                                                                            
(3) Includes restructuring                                                  
 related expenses as                                                        
 follows:                                                                   
  Cost of revenues           $      151  $        -  $      151  $        - 
  Sales and marketing               211           -         211           - 
  Research and development           48           -          48           - 
  General and administrative         15           -          15           - 
                             ----------  ----------  ----------  ---------- 
    Total                    $      425  $        -  $      425  $        - 
                             ==========  ==========  ==========  ========== 
                                                                            
                                                                            
Marin Software Inc.                                                         
Condensed Consolidated Statements of Cash Flows                             
(On a GAAP basis)                                                           
                                                                            
                                                      Six Months Ended June 
                                                               30,          
                                                     ---------------------- 
(Unaudited; in thousands)                               2016        2015    
                                                     ----------  ---------- 
Operating activities                                                        
Net loss                                             $   (8,831) $  (21,707)
Adjustments to reconcile net loss to net cash                               
 provided by (used in) operating activities                                 
  Depreciation                                            3,207       3,305 
  Amortization of internally developed software           1,400       1,167 
  Amortization of intangible assets                       1,620       1,482 
  (Gain) loss on disposal of property and equipment          (1)          9 
  Unrealized foreign currency gains                        (344)       (229)
  Noncash interest expense related to warrants                              
   issued in connection with debt                            13          17 
  Stock-based compensation related to equity awards                         
   and restricted stock                                   6,761       8,434 
  Provision for bad debts                                   368         309 
  Deferred income tax benefits                                -         (80)
  Excess tax benefits from stock-based award                                
   activities                                                 -          (9)
  Changes in operating assets and liabilities, net                          
   of effect of acquisitions                                                
    Accounts receivable                                  (1,323)       (733)
    Prepaid expenses and other current assets               (16)     (1,797)
    Other assets                                           (341)        405 
    Accounts payable                                      1,275      (1,498)
    Deferred revenues                                      (334)     (1,043)
    Accrued expenses and other current liabilities       (1,224)      2,216 
                                                     ----------  ---------- 
      Net cash provided by (used in) operating                              
       activities                                         2,230      (9,752)
                                                     ----------  ---------- 
Investing activities                                                        
Purchases of property and equipment                        (617)     (5,459)
Proceeds from disposal of property and equipment              3           - 
Capitalization of internally developed software          (2,900)     (2,424)
Acquisitions of businesses, net of cash acquired              -      (7,509)
                                                     ----------  ---------- 
      Net cash used in investing activities              (3,514)    (15,392)
                                                     ----------  ---------- 
Financing activities                                                        
Repayment of notes payable                                 (989)     (2,376)
Payment of contingent consideration for prior                               
 acquisition                                                (93)          - 
Repurchase of unvested shares                                 -          (2)
Proceeds from exercise of common stock options              189       1,028 
Proceeds from employee stock purchase plan, net             430         185 
Stock issuance costs                                          -         (51)
Excess tax benefits from stock-based award                                  
 activities                                                   -           9 
                                                     ----------  ---------- 
      Net cash used in financing activities                (463)     (1,207)
                                                     ----------  ---------- 
        Effect of foreign exchange rate changes on                          
         cash and cash equivalents                         (137)       (432)
      Net decrease in cash and cash equivalents          (1,884)    (26,783)
Cash and cash equivalents                                                   
Beginning of period                                      37,326      68,253 
                                                     ----------  ---------- 
End of period                                        $   35,442  $   41,470 
                                                     ----------  ---------- 
Supplemental disclosure of noncash investing and                            
 financing activities                                                       
Acquisition of equipment through capital leases      $      339  $        - 
Purchases of property and equipment recorded in                             
 accounts payable and accrued expenses                       24       1,341 
Issuance of common stock under employee stock                               
 purchase plan                                              328         548 
Issuance of common stock in connection with                                 
 acquisitions of businesses                                   -       4,337 
                                                                            
                                                                            

Marin Software Inc.
Reconciliation of GAAP to Non-GAAP Expenses (1)

                                                                            
                                                                            
                                       Three Months Ended                   
                     -----------------------------------------------------  
(Unaudited; in        March 31,     June 30,   September 30,  December 31,  
 thousands)              2015         2015          2015          2015      
                     -----------  -----------  -------------  ------------  
Sales and Marketing                                                         
 (GAAP)              $    12,157  $    13,064  $      10,835  $      9,076  
  Less Stock-based                                                          
   compensation             (715)        (954)          (435)         (433) 
  Less Amortization                                                         
   of intangible                                                            
   assets                   (180)        (247)          (247)         (247) 
  Less Restructuring                                                        
   related expenses            -            -           (659)          (59) 
                     -----------  -----------  -------------  ------------  
Sales and Marketing                                                         
 (Non-GAAP)          $    11,262  $    11,863  $       9,494  $      8,337  
Research and                                                                
 Development (GAAP)  $     8,484  $     9,194  $       8,162  $      7,478  
  Less Stock-based                                                          
   compensation           (1,627)      (2,340)        (1,864)       (1,687) 
  Less Amortization                                                         
   of intangible                                                            
   assets                   (216)        (276)          (271)         (271) 
  Less Restructuring                                                        
   related expenses            -            -            (53)            -  
Plus Capitalization                                                         
 of internally                                                              
 developed software          827        1,597          1,683         1,461  
                     -----------  -----------  -------------  ------------  
Research and                                                                
 Development (Non-                                                          
 GAAP)               $     7,468  $     8,175  $       7,657  $      6,981  
General and                                                                 
 Administrative                                                             
 (GAAP)              $     5,720  $     5,655  $       5,882  $      5,134  
  Less Stock-based                                                          
   compensation             (924)      (1,323)        (1,058)       (1,088) 
  Less Amortization                                                         
   of intangible                                                            
   assets                    (35)         (37)           (37)          (37) 
  Less Acquisition                                                          
   related expenses         (408)        (128)           (68)           (9) 
  Less Restructuring                                                        
   related expenses            -            -           (264)           (6) 
                     -----------  -----------  -------------  ------------  
General and                                                                 
 Administrative                                                             
 (Non-GAAP)          $     4,353  $     4,167  $       4,455  $      3,994  
                                                                            
                                                                            
                                                             
                    ---------------                          
                      Year Ended       Three Months Ended    
                     ------------   ------------------------ 
(Unaudited; in       December 31,    March 31,     June 30,  
 thousands)              2015           2016         2016    
                     ------------   -----------  ----------- 
Sales and Marketing                                          
 (GAAP)              $     45,132   $     9,107  $     9,285 
  Less Stock-based                                           
   compensation            (2,537)         (499)        (422)
  Less Amortization                                          
   of intangible                                             
   assets                    (921)         (248)        (240)
  Less Restructuring                                         
   related expenses          (718)            -         (211)
                     ------------   -----------  ----------- 
Sales and Marketing                                          
 (Non-GAAP)          $     40,956   $     8,360  $     8,412 
Research and                                                 
 Development (GAAP)  $     33,318   $     8,009  $     7,044 
  Less Stock-based                                           
   compensation            (7,518)       (2,022)      (1,275)
  Less Amortization                                          
   of intangible                                             
   assets                  (1,034)         (271)        (263)
  Less Restructuring                                         
   related expenses           (53)            -          (48)
Plus Capitalization                                          
 of internally                                               
 developed software         5,568         1,493        1,407 
                     ------------   -----------  ----------- 
Research and                                                 
 Development (Non-                                           
 GAAP)               $     30,281   $     7,209  $     6,865 
General and                                                  
 Administrative                                              
 (GAAP)              $     22,391   $     4,969  $     5,018 
  Less Stock-based                                           
   compensation            (4,393)         (880)        (933)
  Less Amortization                                          
   of intangible                                             
   assets                    (146)          (36)         (28)
  Less Acquisition                                           
   related expenses          (613)           (9)         (20)
  Less Restructuring                                         
   related expenses          (270)            -          (15)
                     ------------   -----------  ----------- 
General and                                                  
 Administrative                                              
 (Non-GAAP)          $     16,969   $     4,044  $     4,022 
                                                             
                    ---------------                          

(1) The sum of the quarterly financial information may vary from full year financial information due to rounding.

                                                                            
                                                                            
Marin Software Inc.                                                         
Reconciliation of GAAP to Non-GAAP Measures (1)                             
                                                                            
                                                                            
                                       Three Months Ended                   
                     -----------------------------------------------------  
(Unaudited; in        March 31,     June 30,   September 30,  December 31,  
 thousands)              2015         2015          2015          2015      
                     -----------  -----------  -------------  ------------  
Gross Profit (GAAP)  $    16,704  $    16,176  $      15,952  $     19,561  
  Plus Stock-based                                                          
   compensation              229          322            249           371  
  Plus Amortization                                                         
   of internally                                                            
   developed                                                                
   software                  542          625            683           700  
  Plus Amortization                                                         
   of intangible                                                            
   assets                    215          276            271           271  
  Plus Restructuring                                                        
   related expenses            -            -            105            68  
                     ----------- ------------ -------------- -------------  
Gross Profit (Non-                                                          
 GAAP)               $    17,690  $    17,399  $      17,260  $     20,971  
Operating Loss                                                              
 (GAAP)              $    (9,657) $   (11,737) $      (8,927) $     (2,127) 
  Plus Stock-based                                                          
   compensation            3,495        4,939          3,606         3,579  
  Plus Amortization                                                         
   of internally                                                            
   developed                                                                
   software                  542          625            683           700  
  Plus Amortization                                                         
   of intangible                                                            
   assets                    646          836            826           826  
  Plus Acquisition                                                          
   related expenses          408          128             68             9  
  Plus Restructuring                                                        
   related expenses            -            -          1,081           133  
  Less                                                                      
   Capitalization of                                                        
   internally                                                               
   developed                                                                
   software                 (827)      (1,597)        (1,683)       (1,461) 
                     -----------  -----------  -------------  ------------  
Operating (Loss)                                                            
 Income (Non-GAAP)   $    (5,393) $    (6,806) $      (4,346) $      1,659  
Net Loss (GAAP)      $    (9,660) $   (12,047) $      (9,504) $     (2,138) 
  Plus Stock-based                                                          
   compensation            3,495        4,939          3,606         3,579  
  Plus Amortization                                                         
   of internally                                                            
   developed                                                                
   software                  542          625            683           700  
  Plus Amortization                                                         
   of intangible                                                            
   assets                    646          836            826           826  
  Plus Noncash                                                              
   expenses related                                                         
   to warrants                 9            8             19             6  
  Plus Acquisition                                                          
   related expenses          408          128             68             9  
  Plus Restructuring                                                        
   related expenses            -            -          1,081           133  
  Less                                                                      
   Capitalization of                                                        
   internally                                                               
   developed                                                                
   software                 (827)      (1,597)        (1,683)       (1,461) 
                     -----------  -----------  -------------  ------------  
Net (Loss) Income                                                           
 (Non-GAAP)          $    (5,387) $    (7,108) $      (4,904) $      1,654  
                                                                            
                                                                            
                                                             
                    ---------------                          
                      Year Ended       Three Months Ended    
                     ------------   ------------------------ 
(Unaudited; in       December 31,    March 31,     June 30,  
 thousands)              2015           2016         2016    
                     ------------   -----------  ----------- 
Gross Profit (GAAP)  $     68,393   $    17,998  $    16,859 
  Plus Stock-based                                           
   compensation             1,171           421          309 
  Plus Amortization                                          
   of internally                                             
   developed                                                 
   software                 2,550           681          719 
  Plus Amortization                                          
   of intangible                                             
   assets                   1,033           271          263 
  Plus Restructuring                                         
   related expenses           173             -          151 
                     ------------  ------------  ----------- 
Gross Profit (Non-                                           
 GAAP)               $     73,320   $    19,371  $    18,301 
Operating Loss                                               
 (GAAP)              $    (32,448)  $    (4,087) $    (4,488)
  Plus Stock-based                                           
   compensation            15,619         3,822        2,939 
  Plus Amortization                                          
   of internally                                             
   developed                                                 
   software                 2,550           681          719 
  Plus Amortization                                          
   of intangible                                             
   assets                   3,134           826          794 
  Plus Acquisition                                           
   related expenses           613             9           20 
  Plus Restructuring                                         
   related expenses         1,214             -          425 
  Less                                                       
   Capitalization of                                         
   internally                                                
   developed                                                 
   software                (5,568)       (1,493)      (1,407)
                     ------------   -----------  ----------- 
Operating (Loss)                                             
 Income (Non-GAAP)   $    (14,886)  $      (242) $      (998)
Net Loss (GAAP)      $    (33,349)  $    (4,413) $    (4,418)
  Plus Stock-based                                           
   compensation            15,619         3,822        2,939 
  Plus Amortization                                          
   of internally                                             
   developed                                                 
   software                 2,550           681          719 
  Plus Amortization                                          
   of intangible                                             
   assets                   3,134           826          794 
  Plus Noncash                                               
   expenses related                                          
   to warrants                 42             7            6 
  Plus Acquisition                                           
   related expenses           613             9           20 
  Plus Restructuring                                         
   related expenses         1,214             -          425 
  Less                                                       
   Capitalization of                                         
   internally                                                
   developed                                                 
   software                (5,568)       (1,493)      (1,407)
                     ------------   -----------  ----------- 
Net (Loss) Income                                            
 (Non-GAAP)          $    (15,745)  $      (561) $      (922)
                                                             
                    ---------------                          

(1) The sum of the quarterly financial information may vary from full year financial information due to rounding.

                                                                            
                                                                            
Marin Software Inc.                                                         
Calculation of Non-GAAP Earnings Per Share (1)                              
                                                                            
                                                                            
                                       Three Months Ended                   
                     -----------------------------------------------------  
(Unaudited; in                                                              
 thousands, except    March 31,     June 30,   September 30,  December 31,  
 per share data)         2015         2015          2015          2015      
                     -----------  -----------  -------------  ------------  
Net (Loss) Income                                                           
 (Non-GAAP)          $    (5,387) $    (7,108) $      (4,904) $      1,654  
Weighted-average                                                            
 shares outstanding,                                                        
 basic and diluted        35,745       36,389         36,953        37,212  
                     -----------  -----------  -------------  ------------  
Non-GAAP net (loss)                                                         
 income per common                                                          
 share, basic and                                                           
 diluted             $     (0.15) $     (0.20) $       (0.13) $       0.04  
                     ===========  ===========  =============  ============  
                                                                            
                                                                            
                                                                            
                                                             
                    ---------------                          
                      Year Ended       Three Months Ended    
                     ------------   ------------------------ 
(Unaudited; in                                               
 thousands, except   December 31,    March 31,     June 30,  
 per share data)         2015           2016         2016    
                     ------------   -----------  ----------- 
Net (Loss) Income                                            
 (Non-GAAP)          $    (15,745)  $      (561) $      (922)
Weighted-average                                             
 shares outstanding,                                         
 basic and diluted         36,580        37,767       38,280 
                     ------------   -----------  ----------- 
Non-GAAP net (loss)                                          
 income per common                                           
 share, basic and                                            
 diluted             $      (0.43)  $     (0.01) $     (0.02)
                     ============   ===========  =========== 
                                                             
                    ---------------                          
                                                             

Marin Software Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA (1)

                                                                            
                                                                            
                                       Three Months Ended                   
                     -----------------------------------------------------  
(Unaudited; in        March 31,     June 30,   September 30,  December 31,  
 thousands)              2015         2015          2015          2015      
                     -----------  -----------  -------------  ------------  
Net Loss             $    (9,660) $   (12,047) $      (9,504) $     (2,138) 
  Depreciation             1,630        1,675          1,861         1,827  
  Amortization of                                                           
   internally                                                               
   developed                                                                
   software                  542          625            683           700  
  Amortization of                                                           
   intangible assets         646          836            826           826  
  Interest expense,                                                         
   net                        11            8             63            36  
  Provision for                                                             
   income taxes              236          138            300           331  
                     -----------  -----------  -------------  ------------  
EBITDA               $    (6,595) $    (8,765) $      (5,771) $      1,582  
  Stock-based                                                               
   compensation            3,495        4,939          3,606         3,579  
  Capitalization of                                                         
   internally                                                               
   developed                                                                
   software                 (827)      (1,597)        (1,683)       (1,461) 
  Acquisition                                                               
   related expenses          408          128             68             9  
  Restructuring                                                             
   related expenses            -            -          1,081           133  
  Other (income)                                                            
   expenses, net            (244)         164            214          (356) 
                     -----------  -----------  -------------  ------------  
Adjusted EBITDA      $    (3,763) $    (5,131) $      (2,485) $      3,486  
                     ===========  ===========  =============  ============  
                                                                            
                                                                            
                                                             
                    ---------------                          
                      Year Ended       Three Months Ended    
                     ------------   ------------------------ 
(Unaudited; in       December 31,    March 31,     June 30,  
 thousands)              2015           2016         2016    
                     ------------   -----------  ----------- 
Net Loss             $    (33,349)  $    (4,413) $    (4,418)
  Depreciation              6,993         1,665        1,542 
  Amortization of                                            
   internally                                                
   developed                                                 
   software                 2,550           681          719 
  Amortization of                                            
   intangible assets        3,134           826          794 
  Interest expense,                                          
   net                        118            18           34 
  Provision for                                              
   income taxes             1,005           341          307 
                     ------------   -----------  ----------- 
EBITDA               $    (19,549)  $      (882) $    (1,022)
  Stock-based                                                
   compensation            15,619         3,822        2,939 
  Capitalization of                                          
   internally                                                
   developed                                                 
   software                (5,568)       (1,493)      (1,407)
  Acquisition                                                
   related expenses           613             9           20 
  Restructuring                                              
   related expenses         1,214             -          425 
  Other (income)                                             
   expenses, net             (222)          (33)        (411)
                     ------------   -----------  ----------- 
Adjusted EBITDA      $     (7,893)  $     1,423  $       544 
                     ============   ===========  =========== 
                                                             
                    ---------------                          

(1) The sum of the quarterly financial information may vary from full year financial information due to rounding.

Investor Relations Contact:
Jason Starr
Investor Relations, Marin Software
415-906-8179
ir@marinsoftware.com

Media Contact:
John McNulty
Marketing, Marin Software
415-906-8165
press@marinsoftware.com


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