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): August 4, 2022

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.)
845 Market Street, Suite 450 San Francisco, California 94103		94103
(Address of Principal Executive Offices)		(Zip Code)

(415) 399-2580

Registrant’s Telephone Number, Including Area Code

123 Mission Street, 27th Floor, San Francisco, CA 94105

(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 August 4, 2022, Marin Software Incorporated (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022. 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 August 4, 2022.
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: August 4, 2022	By:	/s/ Robert Bertz
		Robert Bertz
		Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Marin Software Announces Second Quarter 2022 Financial Results

San Francisco, CA (August 4, 2022) – Marin Software Incorporated (NASDAQ: MRIN), a leading provider of digital marketing software for performance-driven advertisers and agencies, today announced financial results for the second quarter ended June 30, 2022.

“Having the right automation and optimization tools is increasingly important for advertisers to outperform the competition,” said Chris Lien, Marin Software’s Chairman and CEO. “This quarter, we expanding our industry-leading automation tools with improvements to our Rules Engine and Dynamic Actions.”

Second Quarter 2022 Product Highlights:

•Recognized as a Strong Performer in The Forrester Wave™: B2B Advertising Solutions, Q3 2022 , and cited as “best in class” for B2B search and social advertising.

•Achieved verified partner status from Amazon Ads with our team of specialists that are certified in Amazon Ads topics. Being part of the Partner Network enables Marin to further develop our Amazon Ads capabilities and engage more deeply with Amazon Advertising with access to select beta programs and tailored training on campaign strategies and new product releases.

•Upgraded our support for Google's newest campaign formats, including Performance Max, Universal App, Discovery, and Video (YouTube) Campaigns. We also launched support for Yahoo! Japan Responsive Ads for Search (RAS).

•Completed the rollout of MarinOne Bidding, unlocking better performance and improved accuracy with dynamic clustering and improved intraday optimizations for all customers.

•Introduced MarinOne support for ad scheduling (dayparting) via multi-edit, allowing advertisers to improve the performance of their ads by adjusting when they are (and are not) shown.

•Significantly improved our Dimensions aggregation tools by introducing campaign-level rollup views, view Dimension over time, and the ability to segment Dimension data by device, match type, and publisher. These changes further reduce the need for offline data analysis.

•Introduced two new Insights, including RSA Coverage, which identifies groups without any Responsive Search Ads, and First Page Minimum Bid, which identifies objects performing below the Bid Strategy efficiency goal and whose bids are artificially raised to publisher first-page minimum bids.

•Made it easier to amplify organic posts by adding the ability to duplicate Message Booster rules.

•Launched the Social Rules Engine to help automate key workflows. With the Rules Engines, users can set triggers based on any aspect of campaign performance that will adjust bid, status, messaging, and more.

•Enhanced our Dynamic Actions automation features to allow changes to additional objects, including Project Targets and Dynamic Targets based on internal or external data signals.

•Streamlined the onboarding of new users, allowing advertisers to get new hires up and running on MarinOne more quickly and efficiently.

•Introduced chat functionality directly in MarinOne, so it is possible for customers to reach our customer support team and ask for help without ever having to navigate away from their own account.

Second Quarter 2022 Financial Updates:

•Net revenues totaled $4.7 million, a year-over-year decrease of 23% when compared to $6.1 million in the second quarter of 2021.

•GAAP loss from operations was ($5.6) million, resulting in a GAAP operating margin of (119%), as compared to a GAAP loss from operations of ($3.0) million and a GAAP operating margin of (49%) for the second quarter of 2021.

•Non-GAAP loss from operations was ($4.6) million, resulting in a non-GAAP operating margin of (98%), as compared to a non-GAAP loss from operations of ($2.8) million and a non-GAAP operating margin of (46%) for the second quarter of 2021.

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.”

Financial Outlook:

Marin is providing guidance for its third quarter of 2022 as follows:

Forward-Looking Guidance
In millions
	Range of Estimate
	From			To
Three Months Ending September 30, 2022
Revenues, net	$	4.5		$	5.0
Non-GAAP loss from operations		(4.9	)		(4.5	)

Non-GAAP loss from operations excludes the effects of stock-based compensation, amortization of internally developed software, impairment of long-lived assets, capitalization of internally developed software, non-recurring costs associated with restructurings, and certain professional fees that the Company has incurred in responding to third-party subpoenas that the Company has received related to governmental investigations of Google and Facebook.

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 June 30, 2022, and its outlook for the future. To access the call, please dial (877) 256-3669 in the United States or (201) 231-2913 internationally with reference to conference ID 22019624. A live webcast of the conference call will be accessible at https://viavid.webcasts.com/starthere.jsp?ei=1559041&tp_key=3bf131ecde. Following the completion of the call through 11:59 p.m. Eastern Time on August 11, 2022, 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 22019624.

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, non-recurring costs associated with restructurings, and certain professional fees that the Company has incurred in responding to third-party subpoenas that the Company has received related to governmental investigations of Google and Facebook. 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, non-recurring costs associated with restructurings, and certain professional fees that the Company has incurred in responding to third-party subpoenas that the Company has received related to governmental investigations of Google and Facebook. 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 third quarter of 2022. 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 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 August 4, 2022. 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)
	June 30,			December 31,
(Unaudited; in thousands, except par value)	2022			2021
Assets:
Current assets:
Cash and cash equivalents	$	37,267		$	46,842
Restricted cash		215			215
Accounts receivable, net		3,988			4,633
Prepaid expenses and other current assets		1,433			2,324
Total current assets		42,903			54,014
Property and equipment, net		3,228			3,622
Right-of-use assets, operating leases		4,843			1,660
Other non-current assets		591			535
Total assets	$	51,565		$	59,831
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	718		$	975
Accrued expenses and other current liabilities		4,392			6,176
Note payable, current		—			2,226
Operating lease liabilities		1,861			2,006
Total current liabilities		6,971			11,383
Note payable, net of current		—			1,094
Operating lease liabilities, non-current		3,034			—
Other long-term liabilities		1,009			1,096
Total liabilities		11,014			13,573
Stockholders’ equity:
Common stock, $0.001 par value		16			15
Additional paid-in capital		353,018			351,394
Accumulated deficit		(311,480	)		(304,107	)
Accumulated other comprehensive loss		(1,003	)		(1,044	)
Total stockholders’ equity		40,551			46,258
Total liabilities and stockholders’ equity	$	51,565		$	59,831

Marin Software Incorporated
Condensed Consolidated Statements of Operations
(On a GAAP basis)
	Three Months Ended June 30,						Six Months Ended June 30,
(Unaudited; in thousands, except per share data)	2022			2021			2022			2021
Revenues, net	$	4,720		$	6,094		$	9,881		$	12,402
Cost of revenues		3,203			3,175			6,531			6,416
Gross profit		1,517			2,919			3,350			5,986
Operating expenses:
Sales and marketing		1,588			1,268			3,375			2,514
Research and development		2,980			2,667			5,897			5,066
General and administrative		2,545			1,995			5,014			3,864
Total operating expenses		7,113			5,930			14,286			11,444
Loss from operations		(5,596	)		(3,011	)		(10,936	)		(5,458	)
Other income, net		297			221			3,699			548
Loss before income taxes		(5,299	)		(2,790	)		(7,237	)		(4,910	)
Income tax provision (benefit)		75			(289	)		136			(197	)
Net loss	$	(5,374	)	$	(2,501	)	$	(7,373	)	$	(4,713	)
Net loss per common share, basic and diluted	$	(0.34	)	$	(0.23	)	$	(0.47	)	$	(0.44	)
Weighted-average shares outstanding, basic and diluted		15,651			11,034			15,594			10,669

Marin Software Incorporated
Condensed Consolidated Statements of Cash Flows
(On a GAAP basis)
	Six Months Ended June 30,
(Unaudited; in thousands)	2022			2021
Operating activities:
Net loss	$	(7,373	)	$	(4,713	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		378			463
Amortization of internally developed software		973			1,220
Amortization of deferred costs to obtain and fulfill contracts		171			268
Forgiveness of Paycheck Protection Program loan		(3,117	)		—
Interest expense		—			6
Loss on disposals of property and equipment and right-of-use assets		—			32
Unrealized foreign currency losses		82			32
Stock-based compensation related to equity awards		1,657			641
Provision for bad debts		(63	)		(51	)
Net change in operating leases		(294	)		(252	)
Deferred income tax benefits		(77	)		—
Changes in operating assets and liabilities
Accounts receivable		727			724
Prepaid expenses and other assets		748			607
Accounts payable		(253	)		(330	)
Accrued expenses and other liabilities		(1,851	)		(1,424	)
Net cash used in operating activities		(8,292	)		(2,777	)
Investing activities:
Purchases of property and equipment		(13	)		(6	)
Capitalization of internally developed software		(894	)		(632	)
Net cash used in investing activities		(907	)		(638	)
Financing activities:
Proceeds from issuance of common shares through at-the-market offering, net of offering costs		—			3,120
Payment of principal on finance lease liabilities		—			(15	)
Repayment of Paycheck Protection Program loan		(203	)		—
Employee taxes paid for withheld shares upon equity award settlement		(95	)		(120	)
Proceeds from employee stock purchase plan, net		19			15
Net cash (used in) provided by financing activities		(279	)		3,000
Effect of foreign exchange rate changes on cash and cash equivalents and restricted cash		(97	)		(28	)
Net decrease in cash and cash equivalents and restricted cash		(9,575	)		(443	)
Cash and cash equivalents and restricted cash:
Beginning of period		47,057			14,820
End of the period	$	37,482		$	14,377

Marin Software Incorporated
Reconciliation of GAAP to Non-GAAP Expenses
	Three Months Ended												Year Ended			Three Months Ended
	Mar 31,			Jun 30,			Sep 30,			Dec 31,			Dec 31,			Mar 31,			Jun 30,
(Unaudited; in thousands)	2021			2021			2021			2021			2021			2022			2022
Sales and Marketing (GAAP)	$	1,246		$	1,268		$	1,266		$	1,702		$	5,482		$	1,787		$	1,588
Less Stock-based compensation		(66	)		(70	)		(122	)		(150	)		(408	)		(175	)		(157	)
Less Restructuring related expenses		2			—			—			(136	)		(134	)		—			—
Plus CARES Act employee retention credit		42			42			60			—			144			—			—
Sales and Marketing (Non-GAAP)	$	1,224		$	1,240		$	1,204		$	1,416		$	5,084		$	1,612		$	1,431
Research and Development (GAAP)	$	2,399		$	2,667		$	2,677		$	3,045		$	10,788		$	2,917		$	2,980
Less Stock-based compensation		(98	)		(133	)		(159	)		(204	)		(594	)		(224	)		(213	)
Less Restructuring related expenses		(2	)		—			—			—			(2	)		(36	)		(59	)
Plus CARES Act employee retention credit		252			238			245			—			735			—			—
Plus Capitalization of internally developed software		434			238			362			343			1,377			512			408
Research and Development (Non-GAAP)	$	2,985		$	3,010		$	3,125		$	3,184		$	12,304		$	3,169		$	3,116
General and Administrative (GAAP)	$	1,869		$	1,995		$	2,312		$	3,151		$	9,327		$	2,469		$	2,545
Less Stock-based compensation		(63	)		(130	)		(248	)		(287	)		(728	)		(334	)		(340	)
Less Restructuring related expenses		(2	)		—			-			-			(2	)		—			—
Plus CARES Act employee retention credit		70			66			67			—			203			—			—
Less Third-party subpoena-related expenses		—			—			(87	)		(405	)		(492	)		(72	)		(99	)
General and Administrative (Non-GAAP)	$	1,874		$	1,931		$	2,044		$	2,459		$	8,308		$	2,063		$	2,106

Marin Software Incorporated
Reconciliation of GAAP to Non-GAAP Measures
	Three Months Ended												Year Ended			Three Months Ended
	Mar 31,			Jun 30,			Sep 30,			Dec 31,			Dec 31,			Mar 31,			Jun 30,
(Unaudited; in thousands)	2021			2021			2021			2021			2021			2022			2022
Gross Profit (GAAP)	$	3,067		$	2,919		$	2,980		$	2,569		$	11,535		$	1,833		$	1,517
Plus Stock-based compensation		35			46			103			107			291			124			90
Plus Amortization of internally developed software		624			596			586			550			2,356			542			431
Plus Restructuring related expenses		1			—			—			42			43			17			—
Less CARES Act employee retention credit		(175	)		(179	)		(174	)		—			(528	)		—			—
Gross Profit (Non-GAAP)	$	3,552		$	3,382		$	3,495		$	3,268		$	13,697		$	2,516		$	2,038
Operating Loss (GAAP)	$	(2,447	)	$	(3,011	)	$	(3,275	)	$	(5,329	)	$	(14,062	)	$	(5,340	)	$	(5,596	)
Plus Stock-based compensation		262			379			632			748			2,021			857			800
Plus Amortization of internally developed software		624			596			586			550			2,356			542			431
Plus Restructuring related expenses		3			—			—			178			181			53			59
Less CARES Act employee retention credit		(539	)		(525	)		(546	)		—			(1,610	)		—			—
Less Capitalization of internally developed software		(434	)		(238	)		(362	)		(343	)		(1,377	)		(512	)		(408	)
Plus Third-party subpoena-related expenses		—			—			87			405			492			72			99
Operating Loss (Non-GAAP)	$	(2,531	)	$	(2,799	)	$	(2,878	)	$	(3,791	)	$	(11,999	)	$	(4,328	)	$	(4,615	)
Net Loss (GAAP)	$	(2,212	)	$	(2,501	)	$	(3,130	)	$	(5,101	)	$	(12,944	)	$	(1,999	)	$	(5,374	)
Plus Stock-based compensation		262			379			632			748			2,021			857			800
Plus Amortization of internally developed software		624			596			586			550			2,356			542			431
Plus Restructuring related expenses		3			—			—			178			181			53			59
Less CARES Act employee retention credit		(539	)		(525	)		(546	)		—			(1,610	)		—			—
Less Capitalization of internally developed software		(434	)		(238	)		(362	)		(343	)		(1,377	)		(512	)		(408	)
Plus Third-party subpoena-related expenses		—			—			87			405			492			72			99
Less Forgiveness and repayment of Paycheck Protection Program loan		—			—			—			—			—			(3,320	)		—
Net Loss (Non-GAAP)	$	(2,296	)	$	(2,289	)	$	(2,733	)	$	(3,563	)	$	(10,881	)	$	(4,307	)	$	(4,393	)

Marin Software Incorporated
Calculation of Non-GAAP Earnings Per Share
	Three Months Ended												Year Ended			Three Months Ended
	Mar 31,			Jun 30,			Sep 30,			Dec 31,			Dec 31,			Mar 31,			Jun 30,
(Unaudited; in thousands, except per share data)	2021			2021			2021			2021			2021			2022			2022
Net Loss (Non-GAAP)	$	(2,296	)	$	(2,289	)	$	(2,733	)	$	(3,563	)	$	(10,881	)	$	(4,307	)	$	(4,393	)
Weighted-average shares outstanding, basic and diluted		10,300			11,034			14,500			15,513			12,846			15,537			15,651
Non-GAAP net loss per common share, basic and diluted	$	(0.22	)	$	(0.21	)	$	(0.19	)	$	(0.23	)	$	(0.85	)	$	(0.28	)	$	(0.28	)

Marin Software Incorporated
Reconciliation of Net Loss to Adjusted EBITDA
	Three Months Ended												Year Ended			Three Months Ended
	Mar 31,			Jun 30,			Sep 30,			Dec 31,			Dec 31,			Mar 31,			Jun 30,
(Unaudited; in thousands)	2021			2021			2021			2021			2021			2022			2022
Net Loss	$	(2,212	)	$	(2,501	)	$	(3,130	)	$	(5,101	)	$	(12,944	)	$	(1,999	)	$	(5,374	)
Depreciation		240			223			207			181			851			179			199
Amortization of internally developed software		624			596			586			550			2,356			542			431
Provision for (benefit from) income taxes		92			(289	)		153			(90	)		(134	)		61			75
Stock-based compensation		262			379			632			748			2,021			857			800
CARES Act employee retention credit		(539	)		(525	)		(546	)		—			(1,610	)		—			—
Capitalization of internally developed software		(434	)		(238	)		(362	)		(343	)		(1,377	)		(512	)		(408	)
Restructuring related expenses		3			—			—			178			181			53			59
Other income, net		(327	)		(221	)		(298	)		(138	)		(984	)		(3,402	)		(297	)
Third-party subpoena-related expenses		—			—			87			405			492			72			99
Adjusted EBITDA	$	(2,291	)	$	(2,576	)	$	(2,671	)	$	(3,610	)	$	(11,148	)	$	(4,149	)	$	(4,416	)

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Document and Entity Information	Aug. 04, 2022
Cover [Abstract]
Entity Registrant Name	Marin Software Incorporated
Amendment Flag	false
Entity Central Index Key	0001389002
Document Type	8-K
Document Period End Date	Aug. 04, 2022
Entity Incorporation State Country Code	DE
Entity File Number	001-35838
Entity Tax Identification Number	20-4647180
Entity Address, Address Line One	845 Market Street
Entity Address, Address Line Two	Suite 450
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103
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