8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2021

Marin Software Incorporated

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-35838	20-4647180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
123 Mission Street, 27th Floor San Francisco, California 94105		94105
(Address of Principal Executive Offices)		(Zip Code)

(415) 399-2580

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	MRIN	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 4, 2021, Marin Software Incorporated (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2021. The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Marin Software Incorporated on November 4, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Marin Software Incorporated
Date: November 4, 2021	By:	/s/ Bob Bertz
		Bob Bertz
		Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Marin Software Announces Third Quarter 2021 Financial Results

San Francisco, CA (November 4, 2021) – Marin Software Incorporated (NASDAQ: MRIN), a leading provider of digital marketing software for performance-driven advertisers and agencies, today announced financial results for the third quarter ended September 30, 2021.

“With the holiday season fast approaching, the improvements we’ve made this quarter to the MarinOne eCommerce module will help ensure our advertisers get the most from their marketing investments across retail media, search and social.” said Chris Lien, CEO of Marin Software.

Third Quarter 2021 Product Highlights:

Added new Insights, including Amazon Keyword Expansion, Amazon Negative Keyword Expansion, Top Performing Amazon Ads, Amazon Keyword Match Type Expansion, Low Volume Bid Strategies, and Bid Changes Preview.

Integrated SEO data from Google Search Console to improve revenue and ROAS by focusing investment on those targets that can benefit the most.

Expanded the eCommerce module to include Instacart, Google Shopping, Microsoft Shopping, and Criteo Retail, enabling a comprehensive view across publishers including Amazon.

Added reporting support for AmazonSponsored Display Audience targets.

Introduced support for keyword recommendations on new Amazon groups, allowing advertisers with no existing keywords to get started quickly.

Introduced ad extension reporting across Google Sitelinks, Call Extensions, Callout Extensions, and Mobile App Extensions. An “All Extensions toggle” allows users to switch conveniently between just those extensions with traffic, or the complete list.

Introduced client-level forecasting charts into the Dashboard to streamline decisions.

Added optimization support for Google Dynamic Search Ads, to increase revenue and/or ROAS.

Introduced the ability to apply Bid Overrides via the multi-edit workflow.

Added the ability to roll up data by publishers and campaigns, allowing users to compare performance across publishers (i.e. Google vs. Microsoft vs. Facebook).

Introduced Client Tags in MarinOne, which allows users who run multi-client reports with Client Tags to do their reporting in MarinOne.

Added additional options to the ‘More’ menu in MarinOne Engine, including History, Settings history, and Settings link.

Introduced an Activity Log for MarinOne Social for users to see the status of their work more easily.

Added the Sync button to MarinOne Social, allowing users to bring down changes from Facebook more easily.

Enhanced the Help experience, serving guided tours, support center results, certification, What’s New content, and access to the support team from a comprehensive, in-app menu.

Third Quarter 2021 Financial Updates:

Net revenues totaled $6.2 million, a year-over-year decrease of 9% when compared to $6.8 million in the third quarter of 2020.

GAAP loss from operations was ($3.3) million, resulting in a GAAP operating margin of (53%), as compared to a GAAP loss from operations of ($4.3) million and a GAAP operating margin of (63%) for the third quarter of 2020.

Non-GAAP loss from operations was ($3.0) million, resulting in a non-GAAP operating margin of (48%), as compared to a non-GAAP loss from operations of ($2.8) million and a non-GAAP operating margin of (42%) for the third quarter of 2020.

Reconciliations of GAAP to non-GAAP financial measures have been provided in the financial statement tables included in this press release. An explanation of these measures is also included below, under the heading “Non-GAAP Financial Measures.”

Cash, cash equivalents and restricted cash were $50.2 million in the aggregate at September 30, 2021.

Raised net proceeds of $38.8 million from issuances and sales of common stock under the Company’s “at-the-market” securities offering facility, at a weighted average sales price of $9.27 per share.

Filed a new $100.0 million shelf registration statement with the SEC, which includes a $50.0 million “at-the-market” securities offering facility, pursuant to which we may be able to issue and sell additional shares of our common stock.

Entered into a new three-year revenue share agreement with Google.

Financial Outlook:

Marin is providing guidance for its fourth quarter of 2021 as follows:

Forward-Looking Guidance
In millions
	Range of Estimate
	From			To
Three Months Ending December 31, 2021
Revenues, net	$	5.6		$	6.1
Non-GAAP loss from operations		(4.5	)		(4.0	)

The Q4 revenue guidance includes estimated Q4 revenues under the new Google revenue share agreement, under which the Company expects to earn quarterly revenue commencing October 1, 2021 that will be approximately $0.5 million less than the average quarterly revenue recognized under the expiring agreement with Google during the first three quarters of 2021. Non-GAAP loss from operations includes the impact of a non-recurring charge of approximately $0.7 million related to incentive-based compensation for achievements expected to occur in the fourth quarter and excludes the effects of stock-based compensation, amortization of internally developed software and intangible assets, impairment of goodwill and long-lived assets, capitalization of internally developed software, CARES Act employee retention credits and non-recurring costs associated with restructurings and divestitures.

Additionally, the Company does not reconcile its forward-looking non-GAAP loss from operations, due to variability between revenues and non-cash items such as stock-based compensation. The GAAP loss from operations includes stock-based compensation expense, which is affected by hiring and retention needs, as well as the future price of Marin’s stock. As a result, a reconciliation of the forward-looking non-GAAP financial measures to the corresponding GAAP measures cannot be made without unreasonable effort.

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 September 30, 2021, 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 conference ID 13723659. A live webcast of the conference call will be accessible at http://public.viavid.com/index.php?id=146754. Following the completion of the call through 11:59 p.m. Eastern Time on November 11, 2021, a recorded replay will be available on the Company’s website at http://investor.marinsoftware.com/ and a telephone replay will be available by dialing (844) 512-2921 in the United States or (412) 317-6671 internationally with the recording access code 13723659.

About Marin Software

Marin Software Incorporated’s (NASDAQ: MRIN) mission is to give advertisers the power to drive higher efficiency and transparency in their paid marketing programs that run on the world’s largest publishers. Marin Software provides enterprise marketing software for advertisers and agencies to integrate, align, and amplify their digital advertising spend across the web and mobile devices. Marin Software offers a unified SaaS advertising management platform for search, social, and eCommerce advertising. The Company helps digital marketers convert precise audiences, improve financial performance, and make better decisions. Headquartered in San Francisco with offices worldwide, Marin Software’s technology powers marketing campaigns around the globe. For more information about Marin Software, please visit www.marinsoftware.com.

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, capitalization of internally developed software, CARES Act employee retention credit and non-recurring costs associated with restructurings and divestitures. Non-GAAP net loss per share is calculated as non-GAAP net loss divided by the weighted average shares outstanding.

Adjusted EBITDA. Marin defines Adjusted EBITDA as net loss, adjusted for stock-based compensation expense, depreciation, amortization of internally developed software and intangible assets, capitalization of internally developed software, impairment of goodwill and long-lived assets, benefit from or provision for income taxes, CARES Act employee retention credit, other income, net and non-recurring costs associated with restructurings and divestitures. 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, impact of investments in product and technology on future operating results, progress on product development efforts, product capabilities, advertiser and customer behavior, effects of the COVID-19 pandemic, and future financial results, including its outlook for the fourth quarter of 2021. 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 any lingering effects of the global outbreak of COVID-19 on demand for our products and services; the amount of digital advertising spend managed by our customers using our products; the extent of customer acceptance and adoption of our MarinOne platform; the productivity of our personnel and other aspects of our business; our ability to maintain or grow sales to new and existing customers; any adverse changes in our relationships with and access to publishers and advertising agencies and strategic business partners, including any adverse changes in our revenue sharing agreement with Google; our ability to raise additional capital; our ability to manage expenses; the success of any increased investments that we may make in our engineering and sales and marketing teams; our ability to retain and attract qualified management, technical and sales and marketing personnel; any default under or required repayment of our indebtedness or any delays or reductions in forgiveness of such indebtedness, including our loan under the Paycheck Protection Program; delays in the release of updates to our product platform or new features or delays in customer deployment of any such updates or features; competitive factors, including but not limited to pricing pressures, entry of new competitors and new applications; quarterly fluctuations in our operating results due to a number of factors; inability to adequately forecast our future revenues, expenses, Adjusted EBITDA, cash flows or other financial metrics; delays, reductions or slower growth in the amount spent on online and mobile advertising and the development of the market for cloud-based software; progress in our efforts to update our software platform; level of usage and advertising spend managed on our platform; our ability to maintain or expand sales of our solutions in channels other than search advertising; any slow-down in the search advertising market generally; any shift in customer digital advertising budgets from search to segments in which we are not as deeply penetrated; the development of the market for digital advertising; acceptance and continued usage of our platform and services by customers and our ability to provide high-quality technical support to our customers; material defects in our platform including those resulting from any updates we introduce to our platform, service interruptions at our single third-party data center or breaches in our security measures; our ability to develop enhancements to our platform; our ability to protect our intellectual property; our ability to manage risks associated with international operations; the impact of fluctuations in currency exchange rates, particularly an increase in the value of the dollar; near term changes in sales of our software services or spend under management may not be immediately reflected in our results due to our subscription business model; and adverse changes in general economic or market conditions. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including our most recent report on Form 10-K, recent reports on Form 10-Q and current reports on Form 8-K, which we may file from time to time, and all of which are available free of charge at the SEC’s website at www.sec.gov. Any of these risks could cause actual results to differ materially from expectations set forth in the forward-looking statements. All forward-looking statements in this press release reflect Marin’s

expectations as of November 4, 2021. Marin assumes no obligation to, and expressly disclaims any obligation to update any such forward-looking statements after the date of this release.

Investor Relations, Marin Software

ir@marinsoftware.com

Media Contact

Wesley MacLaggan

Marketing, Marin Software

(415) 399-2580

press@marinsoftware.com

Marin Software Incorporated
Condensed Consolidated Balance Sheets
(On a GAAP basis)
	September 30,			December 31,
(Unaudited; in thousands, except par value)	2021			2020
Assets:
Current assets:
Cash and cash equivalents	$	49,727		$	14,280
Restricted cash		431			540
Accounts receivable, net		4,613			5,063
Prepaid expenses and other current assets		2,827			3,039
Total current assets		57,598			22,922
Property and equipment, net		4,012			5,477
Right-of-use assets, operating leases		2,740			7,737
Other non-current assets		684			873
Total assets	$	65,034		$	37,009
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	791		$	928
Accrued expenses and other current liabilities		5,823			6,552
Note payable, current		2,226			1,854
Operating lease liabilities		3,222			6,800
Total current liabilities		12,062			16,134
Note payable, net of current		1,094			1,466
Operating lease liabilities, non-current		-			1,814
Other long-term liabilities		1,154			1,780
Total liabilities		14,310			21,194
Stockholders’ equity:
Common stock, $0.001 par value		15			10
Additional paid-in capital		350,822			308,065
Accumulated deficit		(299,006	)		(291,163	)
Accumulated other comprehensive loss		(1,107	)		(1,097	)
Total stockholders’ equity		50,724			15,815
Total liabilities and stockholders’ equity	$	65,034		$	37,009

Marin Software Incorporated
Condensed Consolidated Statements of Operations
(On a GAAP basis)
	Three Months Ended September 30,						Nine Months Ended September 30,
(Unaudited; in thousands, except per share data)	2021			2020			2021			2020
Revenues, net	$	6,155		$	6,796		$	18,557		$	22,731
Cost of revenues		3,175			4,323			9,591			14,253
Gross profit		2,980			2,473			8,966			8,478
Operating expenses:
Sales and marketing		1,266			1,491			3,780			5,683
Research and development		2,677			3,106			7,743			9,881
General and administrative		2,312			2,131			6,176			6,123
Total operating expenses		6,255			6,728			17,699			21,687
Loss from operations		(3,275	)		(4,255	)		(8,733	)		(13,209	)
Other income, net		298			111			846			1,117
Loss before income taxes		(2,977	)		(4,144	)		(7,887	)		(12,092	)
Income tax provision (benefit)		153			(72	)		(44	)		(568	)
Net loss	$	(3,130	)	$	(4,072	)	$	(7,843	)	$	(11,524	)
Net loss per common share, basic and diluted	$	(0.22	)	$	(0.58	)	$	(0.66	)	$	(1.67	)
Weighted-average shares outstanding, basic and diluted		14,500			7,017			11,956			6,916

Marin Software Incorporated
Condensed Consolidated Statements of Cash Flows
(On a GAAP basis)
	Nine Months Ended September 30,
(Unaudited; in thousands)	2021			2020
Operating activities:
Net loss	$	(7,843	)	$	(11,524	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		670			1,661
Amortization of internally developed software		1,806			2,330
Amortization of intangible assets		—			95
Amortization of deferred costs to obtain and fulfill contracts		364			700
Interest expense		6			14
Loss on disposals of property and equipment and right-of-use assets		30			19
Unrealized foreign currency losses		43			(29	)
Stock-based compensation related to equity awards		1,273			1,208
Provision for bad debts		(102	)		(204	)
Net change in operating leases		(396	)		(294	)
Changes in operating assets and liabilities
Accounts receivable		551			3,723
Prepaid expenses and other assets		(173	)		289
Accounts payable		(137	)		(482	)
Accrued expenses and other liabilities		(1,351	)		(1,994	)
Net cash used in operating activities		(5,259	)		(4,488	)
Investing activities:
Purchases of property and equipment		(6	)		(14	)
Capitalization of internally developed software		(971	)		(1,442	)
Net cash used in investing activities		(977	)		(1,456	)
Financing activities:
Proceeds from issuance of common shares through at-the-market offering, net of offering costs		41,888			179
Proceeds from note payable		—			3,320
Payment of principal on finance lease liabilities		(15	)		(545	)
Employee taxes paid for withheld shares upon equity award settlement		(280	)		(220	)
Proceeds from employee stock purchase plan, net		29			19
Net cash provided by financing activities		41,622			2,753
Effect of foreign exchange rate changes on cash and cash equivalents and restricted cash		(48	)		36
Net decrease in cash and cash equivalents and restricted cash		35,338			(3,155	)
Cash and cash equivalents and restricted cash:
Beginning of period		14,820			12,105
End of period	$	50,158		$	8,950

Marin Software Incorporated
Reconciliation of GAAP to Non-GAAP Expenses
	Three Months Ended												Year Ended			Three Months Ended
	March 31,			June 30,			September 30,			December 31,			December 31,			March 31,			June 30,			September 30,
(Unaudited; in thousands)	2020			2020			2020			2020			2020			2021			2021			2021
Sales and Marketing (GAAP)	$	2,312		$	1,880		$	1,491		$	1,275		$	6,958		$	1,246		$	1,268		$	1,266
Less Stock-based compensation		(110	)		(149	)		(24	)		(70	)		(353	)		(66	)		(70	)		(122	)
Less Restructuring related expenses		(50	)		—			(214	)		(40	)		(304	)		2			-			-
Plus CARES Act employee retention credit		—			—			—			—			—			42			42			60
Sales and Marketing (Non-GAAP)	$	2,152		$	1,731		$	1,253		$	1,165		$	6,301		$	1,224		$	1,240		$	1,204
Research and Development (GAAP)	$	3,437		$	3,338		$	3,106		$	2,934		$	12,815		$	2,399		$	2,667		$	2,677
Less Stock-based compensation		(167	)		(217	)		(123	)		(100	)		(607	)		(98	)		(133	)		(159	)
Less Amortization of intangible assets		(48	)		—			—			—			(48	)		—			—			—
Less Restructuring related expenses		—			—			(185	)		(30	)		(215	)		(2	)		—			—
Plus CARES Act employee retention credit		—			—			—			—			—			252			238			245
Plus Capitalization of internally developed software		540			418			484			427			1,869			434			238			362
Research and Development (Non-GAAP)	$	3,762		$	3,539		$	3,282		$	3,231		$	13,814		$	2,985		$	3,010		$	3,125
General and Administrative (GAAP)	$	1,981		$	2,011		$	2,131		$	2,436		$	8,559		$	1,869		$	1,995		$	2,312
Less Stock-based compensation		(75	)		(72	)		(67	)		(69	)		(283	)		(63	)		(130	)		(248	)
Less Restructuring related expenses		—			—			(123	)		(5	)		(128	)		(2	)		—			—
Plus CARES Act employee retention credit		—			—			—			—			—			70			66			67
General and Administrative (Non-GAAP)	$	1,906		$	1,939		$	1,941		$	2,362		$	8,148		$	1,874		$	1,931		$	2,131

Marin Software Incorporated
Reconciliation of GAAP to Non-GAAP Measures
	Three Months Ended												Year Ended			Three Months Ended
	March 31,			June 30,			September 30,			December 31,			December 31,			March 31,			June 30,			September 30,
(Unaudited; in thousands)	2020			2020			2020			2020			2020			2021			2021			2021
Gross Profit (GAAP)	$	3,315		$	2,690		$	2,473		$	3,559		$	12,037		$	3,067		$	2,919		$	2,980
Plus Stock-based compensation		94			129			(19	)		47			251			35			46			103
Plus Amortization of internally developed software		864			818			648			654			2,984			624			596			586
Plus Amortization of intangible assets		47			—			—			—			47			—			—			—
Plus Restructuring related expenses		(7	)		—			529			7			529			1			—			—
Less CARES Act employee retention credit		—			—			—			—			—			(175	)		(179	)		(174	)
Gross Profit (Non-GAAP)	$	4,313		$	3,637		$	3,631		$	4,267		$	15,848		$	3,552		$	3,382		$	3,495
Operating Loss (GAAP)	$	(4,415	)	$	(4,539	)	$	(4,255	)	$	(3,086	)	$	(16,295	)	$	(2,447	)	$	(3,011	)	$	(3,275	)
Plus Stock-based compensation		446			567			195			286			1,494			262			379			632
Plus Amortization of internally developed software		864			818			648			654			2,984			624			596			586
Plus Amortization of intangible assets		95			—			—			—			95			—			—			—
Plus Restructuring related expenses		43			—			1,051			82			1,176			3			—			—
Less CARES Act employee retention credit		—			—			—			—			—			(539	)		(525	)		(546	)
Less Capitalization of internally developed software		(540	)		(418	)		(484	)		(427	)		(1,869	)		(434	)		(238	)		(362	)
Operating Loss (Non-GAAP)	$	(3,507	)	$	(3,572	)	$	(2,845	)	$	(2,491	)	$	(12,415	)	$	(2,531	)	$	(2,799	)	$	(2,965	)
Net Loss (GAAP)	$	(3,971	)	$	(3,481	)	$	(4,072	)	$	(2,527	)	$	(14,051	)	$	(2,212	)	$	(2,501	)	$	(3,130	)
Plus Stock-based compensation		446			567			195			286			1,494			262			379			632
Plus Amortization of internally developed software		864			818			648			654			2,984			624			596			586
Plus Amortization of intangible assets		95			—			—			—			95			—			—			—
Plus Restructuring related expenses		43			—			1,051			82			1,176			3			—			—
Less CARES Act employee retention credit		—			—			—			—			—			(539	)		(525	)		(546	)
Less Capitalization of internally developed software		(540	)		(418	)		(484	)		(427	)		(1,869	)		(434	)		(238	)		(362	)
Net Loss (Non-GAAP)	$	(3,063	)	$	(2,514	)	$	(2,662	)	$	(1,932	)	$	(10,171	)	$	(2,296	)	$	(2,289	)	$	(2,820	)

Marin Software Incorporated
Calculation of Non-GAAP Earnings Per Share
	Three Months Ended												Year Ended			Three Months Ended
	March 31,			June 30,			September 30,			December 31,			December 31,			March 31,			June 30,			September 30,
(Unaudited; in thousands, except per share data)	2020			2020			2020			2020			2020			2021			2021			2021
Net Loss (Non-GAAP)	$	(3,063	)	$	(2,514	)	$	(2,662	)	$	(1,932	)	$	(10,171	)	$	(2,296	)	$	(2,289	)	$	(2,820	)
Weighted-average shares outstanding, basic and diluted		6,819			6,912			7,017			8,616			7,344			10,300			11,034			14,500
Non-GAAP net loss per common share, basic and diluted	$	(0.45	)	$	(0.36	)	$	(0.38	)	$	(0.22	)	$	(1.38	)	$	(0.22	)	$	(0.21	)	$	(0.19	)

Marin Software Incorporated
Reconciliation of Net Loss to Adjusted EBITDA
	Three Months Ended												Year Ended			Three Months Ended
	March 31,			June 30,			September 30,			December 31,			December 31,			March 31,			June 30,			September 30,
(Unaudited; in thousands)	2020			2020			2020			2020			2020			2021			2021			2021
Net Loss	$	(3,971	)	$	(3,481	)	$	(4,072	)	$	(2,527	)	$	(14,051	)	$	(2,212	)	$	(2,501	)	$	(3,130	)
Depreciation		893			402			366			263			1,924			240			223			207
Amortization of internally developed software		864			818			648			654			2,984			624			596			586
Amortization of intangible assets		95			—			—			—			95			—			—			—
Provision for (benefit from) income taxes		25			(521	)		(72	)		(143	)		(711	)		92			(289	)		153
Stock-based compensation		446			567			195			286			1,494			262			379			632
CARES Act employee retention credit		—			—			—			—			—			(539	)		(525	)		(546	)
Capitalization of internally developed software		(540	)		(418	)		(484	)		(427	)		(1,869	)		(434	)		(238	)		(362	)
Restructuring related expenses		43			—			1,051			82			1,176			3			-			-
Other income, net		(469	)		(537	)		(111	)		(416	)		(1,533	)		(327	)		(221	)		(298	)
Adjusted EBITDA	$	(2,614	)	$	(3,170	)	$	(2,479	)	$	(2,228	)	$	(10,491	)	$	(2,291	)	$	(2,576	)	$	(2,758	)

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Document and Entity Information	Nov. 04, 2021
Cover [Abstract]
Entity Registrant Name	Marin Software Incorporated
Amendment Flag	false
Entity Central Index Key	0001389002
Document Type	8-K
Document Period End Date	Nov. 04, 2021
Entity Incorporation State Country Code	DE
Entity File Number	001-35838
Entity Tax Identification Number	20-4647180
Entity Address, Address Line One	123 Mission Street
Entity Address, Address Line Two	27th Floor
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	415
Local Phone Number	399-2580
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.001 per share
Trading Symbol	MRIN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false