SAN FRANCISCO, Nov. 21, 2019 /PRNewswire/ -- Marin Software
Incorporated (NASDAQ: MRIN), a leading provider of digital
marketing software for performance-driven advertisers and agencies,
today announced that it has completed a transaction to sell its
Perfect Audience business unit to SharpSpring, Inc. (NASDAQ: SHSP).
SharpSpring is a global provider of affordable marketing automation
delivered via a cloud-based, Software-as-a-Service (SaaS)
platform.
The transaction is structured as a sale of assets and
liabilities with a net cash purchase price of approximately
$4.6 million prior to transaction
costs. As part of the transaction, SharpSpring has acquired the key
assets and liabilities of Perfect Audience. Marin Software and
SharpSpring will work together to ensure a smooth transition for
existing Perfect Audience customers.
"Marin is divesting Perfect
Audience to focus on its enterprise brands across search, social,
and eCommerce advertising," said Chris
Lien, Chief Executive Officer of Marin Software. "The sale
strengthens Marin's balance sheet
to support ongoing investment in our cross-channel platform,
helping leading brands to maximize the returns from their online
advertising investments."
Financial Outlook
Marin is providing updated guidance for the
fourth quarter of 2019 as follows:
Forward Looking
Guidance
|
(In
Millions)
|
|
Three Months Ended
Dec 31, 2019
|
Range of
Estimate
|
|
From
|
To
|
Revenues,
net
|
$ 9.9
|
$ 10.4
|
Non-GAAP loss from
operations
|
$ (3.9)
|
$ (3.4)
|
Non-GAAP loss from operations excludes the effects of
stock-based compensation expense, amortization of internally
developed software, intangible assets, and deferred costs to obtain
and fulfill contracts, impairment of goodwill and long-lived
assets, capitalization of internally developed software, deferral
of costs to obtain and fulfill contracts, and non-recurring costs
associated with restructurings.
Additionally, Marin 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 expense. 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 loss from operations to loss from
operations cannot be made without unreasonable effort.
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 offers a
unified SaaS advertising management platform for search, social,
and eCommerce advertising. Marin Software 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 a non-GAAP financial measure in
this release. Marin uses this
non-GAAP financial measure internally in analyzing its financial
results and believes it is useful to investors as a supplement to
the corresponding GAAP measure in evaluating its ongoing
operational performance. Marin
believes that the use of this non-GAAP financial measure 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.
Forward-Looking Statements
This press release contains
forward-looking statements including, among other things,
statements regarding Marin's
business, the estimated net proceeds from the transaction and the
expected benefits from the transaction, expectations about our
ability to return to growth, impact of investments in product and
technology on future operating results, progress on product
development efforts, product capabilities and future financial
results, including its outlook for the fourth quarter of 2019.
These forward-looking statements are subject to the safe harbor
provisions created by the Private Securities Litigation Reform Act
of 1995. Actual results could differ materially from those
projected in the forward-looking statements as a result of certain
risk factors, including but not limited to our ability to maintain
or grow sales to new and existing customers; any adverse changes in
our relationships with and access to publishers and advertising
agencies and strategic business partners; our ability to manage
expenses and liquidity and raise additional capital; our ability to
maintain or expand our sales and marketing capabilities; our
ability to retain and attract qualified management and technical
personnel or implement any planned personnel reductions; delays in
the release of updates to our product platform or new features;
competitive factors, including but not limited to pricing
pressures, entry of new competitors and new applications; quarterly
fluctuations in our operating results due to a number of factors;
inability to adequately forecast our future revenues, expenses,
Adjusted EBITDA, cash flows or other financial metrics; delays,
reductions or slower growth in the amount spent on online and
mobile advertising and the development of the market for
cloud-based software; progress in our efforts to update our
software platform; level of usage and advertising spend managed on
our platform; our ability to maintain or expand sales of our
solutions in channels other than search advertising; any slow-down
in the search advertising market generally; any shift in customer
digital advertising budgets from search to segments in which we are
not as deeply penetrated; the development of the market for digital
advertising; acceptance and continued usage of our platform and
services by customers and our ability to provide high-quality
technical support to our customers; material defects in our
platform including those resulting from any updates we introduce to
our platform, service interruptions at our single third-party data
center or breaches in our security measures; our ability to develop
enhancements to our platform; our ability to protect our
intellectual property; our ability to manage risks associated with
international operations; the impact of fluctuations in currency
exchange rates, particularly an increase in the value of the
dollar; near term changes in sales of our software services or
spend under management may not be immediately reflected in our
results due to our subscription business model; adverse changes in
general economic or market conditions; and our ability to acquire
and integrate other businesses or sell business assets. These
forward-looking statements are based on current expectations and
are subject to uncertainties and changes in condition,
significance, value and effect as well as other risks detailed in
documents filed with the Securities and Exchange Commission,
including our most recent report on Form 10-K, recent reports on
Form 10-Q and current reports on Form 8-K, which we may file from
time to time, and all of which are available free of charge at the
SEC's website at www.sec.gov. Any of these risks could cause actual
results to differ materially from expectations set forth in the
forward-looking statements. All forward-looking statements in this
press release reflect Marin's
expectations as of November 21, 2019.
Marin assumes no obligation to,
and expressly disclaims any obligation to update any such
forward-looking statements after the date of this release.
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SOURCE Marin Software