Marin Software Announces Fourth Quarter and Full Year 2017 Financial Results

SAN FRANCISCO, Feb. 22, 2018 /PRNewswire/ -- Marin Software Incorporated (NYSE: MRIN), a leading provider of cross-channel, cross-device, enterprise marketing software for advertisers and agencies, today announced financial results for the fourth quarter and full year ended December 31, 2017.

"By integrating the management of Google and Facebook ad placements to reflect today's complex customer journey, Marin's cross-channel platform enables advertisers to drive greater performance and efficiency from their online advertising investments," said Chris Lien, Chief Executive Officer of Marin Software. "Our ongoing investments are focused on returning Marin to growth and are balanced against the need to operate with financial discipline."

Fourth Quarter 2017 Financial Highlights:

    --  Net revenues totaled $17.7 million, a year-over-year decrease of 23%,
        when compared to $22.9 million in the fourth quarter of 2016.
    --  GAAP gross profit was $10.0 million, resulting in a gross margin of 56%,
        compared to GAAP gross profit of $14.5 million and a gross margin of 63%
        during the fourth quarter of 2016. Non-GAAP gross profit was $11.4
        million, resulting in a non-GAAP gross margin of 64%, compared to
        non-GAAP gross profit of $15.8 million and a non-GAAP gross margin of
        69% during the fourth quarter of 2016.
    --  GAAP loss from operations was ($7.5) million, resulting in a GAAP
        operating margin of (42%), compared to a GAAP loss from operations of
        ($4.1) million and a GAAP operating margin of (18%) for the fourth
        quarter of 2016. Non-GAAP loss from operations was ($5.4) million,
        resulting in a non-GAAP operating margin of (31%), as compared to a
        non-GAAP loss from operations of ($1.4) million and a non-GAAP operating
        margin of (6%) for the fourth quarter of 2016.
    --  GAAP net loss was ($7.3) million, or ($1.28) per share, based upon 5.7
        million weighted average shares outstanding. This compares to ($4.6)
        million, or ($0.83) per share, based upon 5.5 million weighted average
        shares outstanding during the fourth quarter of 2016.
    --  Non-GAAP net loss was ($5.2) million, or ($0.92) per share, based upon
        5.7 million weighted average shares outstanding. This compares to ($1.9)
        million, or ($0.33) per share, based upon 5.5 million weighted average
        shares outstanding during the fourth quarter of 2016.
    --  Adjusted EBITDA was ($4.4) million, compared to $0.03 million in the
        fourth quarter of 2016.

Full Year 2017 Financial Highlights:

    --  As of December 31, 2017, cash, cash equivalents and restricted cash
        totaled $28.8 million, compared to $35.7 million as of December 31,
        2016.
    --  Net revenues totaled $75.0 million, a year-over-year decrease of 25%,
        when compared to $99.9 million in 2016.
    --  GAAP gross profit was $42.5 million, resulting in a gross margin of 57%,
        compared to GAAP gross profit of $64.7 million and a gross margin of 65%
        during 2016. Non-GAAP gross profit was $47.9 million, resulting in a
        non-GAAP gross margin of 64%, compared to non-GAAP gross profit of $70.2
        million and a non-GAAP gross margin of 70% during 2016.
    --  GAAP loss from operations was ($30.3) million, resulting in a GAAP
        operating margin of (40%), compared to GAAP loss from operations of
        ($15.9) million and a GAAP operating margin of (16%) in 2016. Non-GAAP
        loss from operations was ($18.3) million, resulting in a non-GAAP
        operating margin of (24%), as compared to non-GAAP loss from operations
        of ($3.7) and a non-GAAP operating margin of (4%) in 2016.
    --  Non-GAAP net loss was ($19.5) million, or ($3.46) per share, based upon
        5.6 million weighted average shares outstanding. This compares to ($4.2)
        million, or ($0.76) per share, based upon 5.5 million weighted average
        shares outstanding during 2016.
    --  Adjusted EBITDA was ($13.6) million, compared to $2.4 million in 2016.

In October 2017, the Company completed a one-for-seven reverse stock split of its issued and outstanding common stock. All share and per share amounts throughout this release, including the attached tables, have been adjusted to account for the impact of this reverse stock split.

A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below, under the heading "Non-GAAP Financial Measures."

Fourth Quarter 2017 Business and Product Release Highlights:

    --  Added full reporting and management capabilities for Facebook In-Stream
        Video Ads, which allows advertisers to reach consumers with engaging
        video content.
    --  Debuted product group splitter for Google Shopping to save advertisers
        time and boost overall yields by automatically promoting profitable
        SKUs.
    --  Continued development of "TruePath," an industry-first cross-channel,
        impression-level attribution solution designed to help marketers
        understand the true customer journey from start to finish.
    --  Launched support for Amazon Advertising, which provides our advertisers
        with a major new channel to reach in-market audiences at scale.
    --  Launched support for Search Ads on Pinterest, which gives our
        advertisers access to new customers early in their buying cycle.
    --  Launched impression-share optimization, which ensures Brand advertisers
        maintain and expand their exposure on key search queries.

Financial Outlook:

Marin is providing guidance for its first quarter of 2018 as follows:


                                   Forward-Looking Guidance

                              In millions, except per share data


                               Range of Estimate

                                           From                  To
                                           ----                  ---

    Three Months Ending March
     31, 2018

    Revenues, net                                $14.3                 $14.8

    Non-GAAP loss from
     operations                                 $(7.5)               $(7.0)

    Non-GAAP loss per share                    $(1.36)              $(1.28)

    Weighted-average shares
     outstanding                                   5.7

Non-GAAP loss from operations and non-GAAP net loss per share excludes the effects of 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, non-recurring costs associated with restructurings, and capitalization of internally developed software.

Additionally, the Company does not reconcile its forward-looking non-GAAP financial measures, non-GAAP loss from operations and non-GAAP net loss per share, due to variability between revenues and non-cash items such as stock-based compensation. The GAAP measures, loss from operations and net loss per share, include stock-based compensation expense, which is affected by hiring and retention needs, as well as the future price of Marin'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.

Quarterly Results Conference Call

Marin Software will host a conference call today at 2:00 PM Pacific Time (5:00 PM Eastern Time) to review the Company's financial results for the quarter and full year ended December 31, 2017, and its outlook for the future. To access the call, please dial (877) 705-6003 in the United States or (201) 493-6725 internationally with reference to the company name and conference title. A live webcast of the conference call will be accessible at: http://public.viavid.com/index.php?id=128247. Following the completion of the call through 11:59 p.m. Eastern Time on March 1, 2018, a recorded replay will be available for replay 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 13676115.

About Marin Software

Marin Software Incorporated's (NYSE: MRIN) mission is to give advertisers the power to drive higher efficiency, effectiveness, and transparency in their paid marketing programs that run on the world's largest publishers. Marin provides industry leading enterprise marketing software for advertisers and agencies to measure, manage, and optimize billions of dollars in annualized ad spend across the web and mobile devices. Offering a SaaS advertising 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, amortization of internally developed software and intangible assets, impairment of goodwill and long-lived assets, non-cash expenses related to debt agreements, non-recurring costs associated with restructurings and capitalization of internally developed software. 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 income (loss), adjusted for stock-based compensation expense, depreciation, the amortization of internally developed software and intangible assets, the capitalization of internally developed software, the impairment of goodwill and long-lived assets, interest expense, net, the benefit from or provision for income taxes, other income or expenses, net and the 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.

Forward-Looking Statements

This press release contains forward-looking statements including, among other things, statements regarding Marin's business, expectations about our ability to return to growth, impact of investments in product and technology on future operating results, progress on product development efforts, product capabilities and future financial results, including its outlook for the first quarter of 2018. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to our ability to grow sales to new and existing customers; our ability to expand our sales and marketing capabilities; our ability to retain and attract qualified management and technical personnel; delays in the release of updates to our product platform or new features; competitive factors, including but not limited to pricing pressures, entry of new competitors and new applications; quarterly fluctuations in our operating results due to a number of factors; inability to adequately forecast our future revenues, expenses, Adjusted EBITDA, cash flows or other financial metrics; delays, reductions or slower growth in the amount spent on online and mobile advertising and the development of the market for cloud-based software; progress in our efforts to update our software platform; adverse changes in our relationships with and access to publishers and advertising agencies; level of usage and advertising spend managed on our platform; our ability to expand sales of our solutions in channels other than search advertising; any slow-down in the search advertising market generally; shift in customer digital advertising budgets from search to segments in which we are not as deeply penetrated; the development of the market for digital advertising; acceptance and continued usage of our platform and services by customers and our ability to provide high-quality technical support to our customers; material defects in our platform including those resulting from any updates we introduce to our platform, service interruptions at our single third-party data center or breaches in our security measures; our ability to develop enhancements to our platform; our ability to protect our intellectual property; our ability to manage risks associated with international operations; the impact of fluctuations in currency exchange rates, particularly an increase in the value of the dollar; near term changes in sales of our software services or spend under management may not be immediately reflected in our results due to our subscription business model; adverse changes in general economic or market conditions; and the ability to acquire and integrate other businesses. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including our most recent report on Form 10-K, recent reports on Form 10-Q and current reports on Form 8-K which we may file from time to time, all of which are available free of charge at the SEC's website at www.sec.gov. Any of these risks could cause actual results to differ materially from expectations set forth in the forward-looking statements. All forward-looking statements in this press release reflect Marin's expectations as of February 22, 2018. Marin assumes no obligation to, and expressly disclaims any obligation to update any such forward-looking statements after the date of this release.



    Marin Software Inc.

    Condensed Consolidated Balance Sheets

    (On a GAAP basis)


                                                   December 31,           December 31,

    (Unaudited; in thousands, except par value)            2017                    2016
                                                           ----                    ----

    Assets

    Current assets

    Cash and cash equivalents                                     $27,544                  $34,420

    Restricted cash                                                 1,293                    1,293

    Accounts receivable, net                                       12,237                   18,761

    Prepaid expenses and other current assets                       3,989                    3,808
                                                                    -----                    -----

    Total current assets                                           45,063                   58,282

    Property and equipment, net                                    15,559                   20,581

    Goodwill                                                       16,768                   19,318

    Intangible assets, net                                          4,475                    7,325

    Other non-current assets                                        1,504                    1,587
                                                                    -----                    -----

    Total assets                                                  $83,369                 $107,093
                                                                  =======                 ========

    Liabilities and Stockholders' Equity

    Current liabilities

    Accounts payable                                               $2,826                   $2,434

    Accrued expenses and other current liabilities                 10,015                    8,362

    Deferred revenues                                                 459                      795

    Capital lease obligations                                       1,416                    1,015
                                                                    -----                    -----

    Total current liabilities                                      14,716                   12,606

    Capital lease obligations, non-current                          1,687                    2,381

    Other long-term liabilities                                     4,183                    4,508
                                                                    -----                    -----

    Total liabilities                                              20,586                   19,495
                                                                   ------                   ------

    Stockholders' equity

    Common stock, $0.001 par value                                      6                        6

    Additional paid-in capital                                    291,163                  286,692

    Accumulated deficit                                         (227,704)               (196,213)

    Accumulated other comprehensive loss                            (682)                 (2,887)
                                                                     ----                   ------

    Total stockholders' equity                                     62,783                   87,598
                                                                   ------                   ------

    Total liabilities and stockholders' equity                    $83,369                 $107,093
                                                                  =======                 ========


    Marin Software Inc.

    Condensed Consolidated Statements of Operations

    (On a GAAP basis)


                                                         Three Months            Year Ended December 31,
                                                      Ended December 31,
                                                      ------------------

    (Unaudited; in thousands, except per
     share data)                                                            2017                         2016            2017         2016
                                                                            ----                         ----            ----         ----

    Revenues, net                                                        $17,692                      $22,924         $74,991      $99,878

    Cost of revenues (1) (2) (3)                                           7,733                        8,451          32,520       35,203
                                                                           -----                        -----          ------       ------

    Gross profit                                                           9,959                       14,473          42,471       64,675
                                                                           -----                       ------          ------       ------

    Operating expenses (1) (2) (3)

    Sales and marketing                                                    6,920                        6,916          26,936       32,889

    Research and development                                               6,108                        6,520          26,564       27,841

    General and administrative                                             4,402                        5,168          16,444       19,890

    Impairment of goodwill                                                     -                           -          2,797            -
                                                                             ---                         ---          -----          ---

    Total operating expenses                                              17,430                       18,604          72,741       80,620
                                                                          ------                       ------          ------       ------

    Loss from operations                                                 (7,471)                     (4,131)       (30,270)    (15,945)

    Interest expense, net                                                   (28)                        (38)          (137)       (129)

    Other income (expenses), net                                             259                          366            (77)         998
                                                                             ---                          ---             ---          ---

    Loss before provision for income
     taxes                                                               (7,240)                     (3,803)       (30,484)    (15,076)

    Provision for income taxes                                              (31)                       (793)        (1,007)     (1,404)
                                                                             ---                         ----          ------       ------

    Net loss                                                            $(7,271)                    $(4,596)      $(31,491)   $(16,480)
                                                                         =======                      =======        ========     ========

    Net loss per common share, basic and
     diluted                                                             $(1.28)                     $(0.83)        $(5.59)     $(3.01)
                                                                          ======                       ======          ======       ======

    Weighted-average shares outstanding,
     basic and diluted                                                     5,677                        5,528           5,638        5,474
                                                                           -----                        -----           -----        -----


    (1) Includes stock-based
     compensation expense as follows:

    Cost of revenues                                                        $193                         $299            $822       $1,314

    Sales and marketing                                                      218                          198             827        1,281

    Research and development                                                 356                          840           1,996        4,989

    General and administrative                                               254                          366           1,059        2,711
                                                                             ---                          ---           -----        -----

    Total                                                                 $1,021                       $1,703          $4,704      $10,295
                                                                          ======                       ======          ======      =======


    (2) Includes amortization of
     intangible assets as follows:

    Cost of revenues                                                        $239                         $247            $971       $1,027

    Sales and marketing                                                      216                          223             877          934

    Research and development                                                 239                          247             969        1,027

    General and administrative                                                 5                           13              33           92
                                                                             ---                          ---             ---          ---

    Total                                                                   $699                         $730          $2,850       $3,080
                                                                            ====                         ====          ======       ======


    (3) Includes restructuring related
     expenses as follows:

    Cost of revenues                                  $                        -                          $9    $          -        $184

    Sales and marketing                                                        -                         135               -         348

    Research and development                                                   -                           -              -          44

    General and administrative                                                 -                           3               -          20
                                                                             ---                         ---             ---         ---

    Total                                             $                        -                        $147    $          -        $596
                                                    ===                      ===                        ====  ===        ===        ====


    Marin Software Inc.

    Condensed Consolidated
     Statements of Cash Flows

    (On a GAAP basis)


                                 Year Ended December 31,
                                 -----------------------

    (Unaudited; in thousands)                             2017       2016
                                                          ----       ----

    Operating activities

    Net loss                                         $(31,491) $(16,480)

    Adjustments to reconcile net
     loss to net cash (used in)
     provided by operating
     activities

    Impairment of goodwill                               2,797          -

    Depreciation                                         4,758      6,035

    Amortization of internally
     developed software                                  3,669      2,988

    Amortization of intangible
     assets                                              2,850      3,080

    Gain on disposal of property
     and equipment                                        (11)       (3)

    Unrealized foreign currency
     losses (gains)                                        986      (419)

    Non-cash interest expense
     related to debt agreements                             15         27

    Stock-based compensation
     related to equity awards
     and restricted stock                                4,704     10,295

    Provision for bad debts                              1,507      2,328

    Deferred income tax benefits                         (358)     (305)

    Payment of contingent
     consideration for prior
     acquisition                                             -      (93)

    Changes in operating assets
     and liabilities

    Accounts receivable                                  4,754        795

    Prepaid expenses and other
     current assets                                      (268)       546

    Other assets                                          (42)     (346)

    Accounts payable                                       306        741

    Deferred revenues                                    (346)     (628)

    Accrued expenses and other
     current liabilities                                 1,300    (2,480)
                                                         -----     ------

    Net cash (used in) provided
     by operating activities                           (4,870)     6,081
                                                        ------      -----

    Investing activities

    Purchases of property and
     equipment                                           (461)   (1,207)

    Proceeds from disposal of
     property and equipment                                 11          5

    Capitalization of internally
     developed software                                (2,068)   (4,712)
                                                        ------     ------

    Net cash used in investing
     activities                                        (2,518)   (5,914)
                                                        ------     ------

    Financing activities

    Repayments of capital lease
     obligations                                       (1,160)   (1,436)

    Employee taxes paid for
     withheld shares upon equity
     award settlement                                    (604)     (362)

    Proceeds from exercise of
     common stock options                                    -       390

    Proceeds from employee stock
     purchase plan, net                                    312        663
                                                           ---        ---

    Net cash used in financing
     activities                                        (1,452)     (745)
                                                        ------       ----

    Effect of foreign exchange
     rate changes on cash and
     cash equivalents and
     restricted cash                                     1,964    (1,035)

    Net decrease in cash and
     cash equivalents and
     restricted cash                                   (6,876)   (1,613)

    Cash and cash equivalents
     and restricted cash

    Beginning of period                                 35,713     37,326
                                                        ------     ------

    End of period                                      $28,837    $35,713
                                                       -------    -------

    Supplemental disclosure of
     non-cash investing and
     financing activities

    Acquisition of equipment
     through capital leases                               $852     $1,864

    Purchases of property and
     equipment recorded in
     accounts payable and
     accrued expenses                                       30          5

    Issuance of common stock
     under employee stock
     purchase plan                                         362        547


    Marin Software Inc.

    Reconciliation of GAAP to Non-GAAP Expenses (1)


                                                               Three Months Ended                                 Year                             Three Months Ended                                      Year
                                                                                                                  Ended                                                                                   Ended
                                                                                                                  -----                                                                                   -----

                                                    March 31,                     June 30,            September         December          December                    March 31,                  June 30,        September             December                     December
                                                                                                            30,                     31,               31,                                                                      30,              31,                          31,

    (Unaudited; in thousands)                             2016                          2016                 2016                    2016              2016                     2017                        2017                  2017             2017                         2017
                                                          ----                          ----                 ----                    ----              ----                     ----                        ----                  ----             ----                         ----

    Sales and Marketing (GAAP)                                   $9,107                        $9,285                             $7,581            $6,916                               $32,889                              $6,676                         $6,710                        $6,630        $6,920          $26,936

    Less Stock-based compensation                                 (499)                        (422)                             (162)            (198)                              (1,281)                              (212)                         (200)                        (197)        (218)           (827)

    Less Amortization of intangible
     assets                                                       (248)                        (240)                             (223)            (223)                                (934)                              (223)                         (222)                        (216)        (216)           (877)

    Less Restructuring related
     expenses                                                         -                        (211)                               (2)            (135)                                (348)                                  -                             -                            -            -               -
                                                                    ---                         ----                                ---              ----                                  ----                                 ---                           ---                          ---          ---             ---

    Sales and Marketing (Non-GAAP)                               $8,360                        $8,412                             $7,194            $6,360                               $30,326                              $6,241                         $6,288                        $6,217        $6,486          $25,232

    Research and Development (GAAP)                              $8,009                        $7,044                             $6,268            $6,520                               $27,841                              $7,138                         $6,646                        $6,672        $6,108          $26,564

    Less Stock-based compensation                               (2,022)                      (1,275)                             (852)            (840)                              (4,989)                              (996)                         (318)                        (326)        (356)         (1,996)

    Less Amortization of intangible
     assets                                                       (271)                        (263)                             (246)            (247)                              (1,027)                              (247)                         (244)                        (239)        (239)           (969)

    Less Restructuring related
     expenses                                                         -                         (48)                                 4                 -                                 (44)                                  -                             -                            -            -               -

    Plus Capitalization of
     internally developed software                                1,493                         1,407                              1,150               662                                 4,712                                 543                            413                           442           670            2,068
                                                                  -----                         -----                              -----               ---                                 -----                                 ---                            ---                           ---           ---            -----

    Research and Development (Non-
     GAAP)                                                       $7,209                        $6,865                             $6,324            $6,095                               $26,493                              $6,438                         $6,497                        $6,549        $6,183          $25,667

    General and Administrative
     (GAAP)                                                      $4,969                        $5,018                             $4,735            $5,168                               $19,890                              $4,177                         $3,945                        $3,920        $4,402          $16,444

    Less Stock-based compensation                                 (880)                        (933)                             (532)            (366)                              (2,711)                              (323)                         (248)                        (234)        (254)         (1,059)

    Less Amortization of intangible
     assets                                                        (36)                         (28)                              (15)             (13)                                 (92)                               (13)                          (10)                          (5)          (5)            (33)

    Less Acquisition related
     expenses                                                       (9)                         (20)                                 -             (11)                                 (40)                                  -                             -                            -            -               -

    Less Restructuring related
     expenses                                                         -                         (15)                               (2)              (3)                                 (20)                                  -                             -                            -            -               -
                                                                    ---                          ---                                ---               ---                                   ---                                 ---                           ---                          ---          ---             ---

    General and Administrative
     (Non-GAAP)                                                  $4,044                        $4,022                             $4,186            $4,775                               $17,027                              $3,841                         $3,687                        $3,681        $4,143          $15,352


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


    Marin Software Inc.

    Reconciliation of GAAP to Non-GAAP Measures (1)


                                                               Three Months Ended                                  Year Ended                              Three Months Ended                                        Year
                                                                                                                                                                                                                    Ended
                                                                                                                                                                                                                    -----

                                                    March 31,                     June 30,             September              December           December                     March 31,                    June 30,        September              December                         December 31,
                                                                                                             30,                           31,                 31,                                                                        30,              31,

    (Unaudited; in thousands)                             2016                          2016                  2016                          2016                2016                    2017                          2017                   2017             2017                              2017
                                                          ----                          ----                  ----                          ----                ----                    ----                          ----                   ----             ----                              ----

    Gross Profit (GAAP)                                          $17,998                       $16,859                                  $15,345             $14,473                                $64,675                              $12,009                            $10,535                            $9,968           $9,959            $42,471

    Plus Stock-based compensation                                    421                           309                                      285                 299                                  1,314                                  311                                152                               166              193                822

    Plus Amortization of internally
     developed software                                              681                           719                                      780                 808                                  2,988                                  788                                867                             1,016              998              3,669

    Plus Amortization of intangible
     assets                                                          271                           263                                      246                 247                                  1,027                                  247                                245                               240              239                971

    Plus Restructuring related
     expenses                                                          -                          151                                       24                   9                                    184                                    -                                 -                                -               -                 -
                                                                     ---                          ---                                      ---                 ---                                    ---                                  ---                               ---                              ---             ---               ---

    Gross Profit (Non-GAAP)                                      $19,371                       $18,301                                  $16,680             $15,836                                $70,188                              $13,355                            $11,799                           $11,390          $11,389            $47,933

    Operating Loss (GAAP)                                       $(4,087)                     $(4,488)                                $(3,239)           $(4,131)                             $(15,945)                            $(5,982)                          $(9,563)                         $(7,254)        $(7,471)         $(30,270)

    Plus Impairment of goodwill                                        -                            -                                       -                  -                                     -                                   -                             2,797                                 -               -             2,797

    Plus Stock-based compensation                                  3,822                         2,939                                    1,831               1,703                                 10,295                                1,842                                918                               923            1,021              4,704

    Plus Amortization of internally
     developed software                                              681                           719                                      780                 808                                  2,988                                  788                                867                             1,016              998              3,669

    Plus Amortization of intangible
     assets                                                          826                           794                                      730                 730                                  3,080                                  730                                721                               700              699              2,850

    Plus Acquisition related
     expenses                                                          9                            20                                        -                 11                                     40                                    -                                 -                                -               -                 -

    Plus Restructuring related
     expenses                                                          -                          425                                       24                 147                                    596                                    -                                 -                                -               -                 -

    Less Capitalization of
     internally developed software                               (1,493)                      (1,407)                                 (1,150)              (662)                               (4,712)                               (543)                             (413)                            (442)           (670)           (2,068)
                                                                  ------                        ------                                   ------                ----                                 ------                                 ----                               ----                              ----             ----             ------

    Operating Loss (Non-GAAP)                                     $(242)                       $(998)                                $(1,024)           $(1,394)                              $(3,658)                            $(3,165)                          $(4,673)                         $(5,057)        $(5,423)         $(18,318)

    Net Loss (GAAP)                                             $(4,413)                     $(4,418)                                $(3,053)           $(4,596)                             $(16,480)                            $(6,126)                         $(10,545)                         $(7,549)        $(7,271)         $(31,491)

    Plus Impairment of goodwill                                        -                            -                                       -                  -                                     -                                   -                             2,797                                 -               -             2,797

    Plus Stock-based compensation                                  3,822                         2,939                                    1,831               1,703                                 10,295                                1,842                                918                               923            1,021              4,704

    Plus Amortization of internally
     developed software                                              681                           719                                      780                 808                                  2,988                                  788                                867                             1,016              998              3,669

    Plus Amortization of intangible
     assets                                                          826                           794                                      730                 730                                  3,080                                  730                                721                               700              699              2,850

    Plus Non-cash expenses related
     to debt agreements                                                7                             6                                        5                   9                                     27                                    6                                  7                                 2                -                15

    Plus Acquisition related
     expenses                                                          9                            20                                        -                 11                                     40                                    -                                 -                                -               -                 -

    Plus Restructuring related
     expenses                                                          -                          425                                       24                 147                                    596                                    -                                 -                                -               -                 -

    Less Capitalization of
     internally developed software                               (1,493)                      (1,407)                                 (1,150)              (662)                               (4,712)                               (543)                             (413)                            (442)           (670)           (2,068)
                                                                  ------                        ------                                   ------                ----                                 ------                                 ----                               ----                              ----             ----             ------

    Net Loss (Non-GAAP)                                           $(561)                       $(922)                                  $(833)           $(1,850)                              $(4,166)                            $(3,303)                          $(5,648)                         $(5,350)        $(5,223)         $(19,524)


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


    Marin Software Inc.

    Calculation of Non-GAAP Earnings Per Share (1)


                                                              Three Months Ended                                 Year Ended                            Three Months Ended                                       Year
                                                                                                                                                                                                               Ended
                                                                                                                                                                                                               -----

                                                   March 31,                     June 30,            September              December          December                    March 31,                   June 30,        September              December                        December
                                                                                                           30,                          31,                31,                                                                       30,              31,                             31,

    (Unaudited; in
     thousands,
     except per share
     data)                                               2016                          2016                 2016                         2016               2016                    2017                         2017                   2017             2017                            2017
                                                         ----                          ----                 ----                         ----               ----                    ----                         ----                   ----             ----                            ----

    Net Loss (Non-
     GAAP)                                                     $(561)                        $(922)                                 $(833)          $(1,850)                             $(4,166)                            $(3,303)                         $(5,648)                        $(5,350)        $(5,223)        $(19,524)

    Weighted-average
     shares
     outstanding,
     basic and
     diluted                                                    5,395                          5,469                                   5,503              5,528                                 5,474                                5,583                             5,640                            5,651           5,677            5,638
                                                                -----                          -----                                   -----              -----                                 -----                                -----                             -----                            -----           -----            -----

    Non-GAAP net
     loss per common
     share, basic and
     diluted                                                  $(0.10)                       $(0.17)                                $(0.15)           $(0.33)                              $(0.76)                             $(0.59)                          $(1.00)                         $(0.95)         $(0.92)          $(3.46)
                                                               ======                         ======                                  ======             ======                                ======                               ======                            ======                           ======          ======           ======


    Marin Software Inc.

    Reconciliation of Net Loss to Adjusted EBITDA (1)


                                                                 Three Months Ended                                  Year                             Three Months Ended                                        Year
                                                                                                                     Ended                                                                                     Ended
                                                                                                                     -----                                                                                     -----

                                                      March 31,                     June 30,             September         December          December                    March 31,                    June 30,        September              December                         December
                                                                                                               30,                     31,                31,                                                                        30,              31,                              31,

    (Unaudited; in thousands)                               2016                          2016                  2016                    2016               2016                    2017                          2017                   2017             2017                             2017
                                                            ----                          ----                  ----                    ----               ----                    ----                          ----                   ----             ----                             ----

    Net Loss                                                     $(4,413)                      $(4,418)                          $(3,053)          $(4,596)                             $(16,480)                            $(6,126)                         $(10,545)                        $(7,549)        $(7,271)         $(31,491)

    Depreciation                                                    1,665                          1,542                              1,403              1,425                                  6,035                                1,336                              1,263                            1,149            1,010              4,758

    Amortization of internally
     developed software                                               681                            719                                780                808                                  2,988                                  788                                867                            1,016              998              3,669

    Amortization of intangible
     assets                                                           826                            794                                730                730                                  3,080                                  730                                721                              700              699              2,850

    Interest expense, net                                              18                             34                                 39                 38                                    129                                   37                                 64                                8               28                137

    Provision for (benefit from)
     income taxes                                                     341                            307                               (37)               793                                  1,404                                  406                                419                              151               31              1,007
                                                                      ---                            ---                                ---                ---                                  -----                                  ---                                ---                              ---              ---              -----

    EBITDA                                                         $(882)                      $(1,022)                            $(138)            $(802)                              $(2,844)                            $(2,829)                          $(7,211)                        $(4,525)        $(4,505)         $(19,070)

    Impairment of goodwill                                              -                             -                                 -                 -                                     -                                   -                             2,797                                -               -             2,797

    Stock-based compensation                                        3,822                          2,939                              1,831              1,703                                 10,295                                1,842                                918                              923            1,021              4,704

    Capitalization of internally
     developed software                                           (1,493)                       (1,407)                           (1,150)             (662)                               (4,712)                               (543)                             (413)                           (442)           (670)           (2,068)

    Acquisition related expenses                                        9                             20                                  -                11                                     40                                    -                                 -                               -               -                 -

    Restructuring related expenses                                      -                           425                                 24                147                                    596                                    -                                 -                               -               -                 -

    Other (income) expenses, net                                     (33)                         (411)                             (188)             (366)                                 (998)                               (299)                               499                              136            (259)                77
                                                                      ---                           ----                               ----               ----                                   ----                                 ----                                ---                              ---             ----                ---

    Adjusted EBITDA                                                $1,423                           $544                               $379                $31                                 $2,377                             $(1,829)                          $(3,410)                        $(3,908)        $(4,413)         $(13,560)
                                                                   ======                           ====                               ====                ===                                 ======                              =======                            =======                          =======          =======           ========


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

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