MRIN Marin Software Incorporated

 

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 1, 2024

 

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.)
149 New Montgomery Street, 4th Floor San Francisco, California		94105
(Address of Principal Executive Offices)		(Zip Code)

 

(415) 399-2580

Registrant’s Telephone Number, Including Area Code

(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 Capital 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. ☐

 

 

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Item 2.02 Results of Operations and Financial Condition.

On August 1, 2024, Marin Software Incorporated (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2024. 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 Item 2.02 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 1, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 1, 2024		By:	/s/ Robert Bertz
			Robert Bertz
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

 

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Exhibit 99.1

Marin Software Announces Second Quarter 2024 Financial Results

San Francisco, CA (August 1, 2024) – Marin Software Incorporated (NASDAQ: MRIN) (“Marin”, “Marin Software” or the “Company”), a leading provider of digital marketing software for performance-driven advertisers and agencies, today announced financial results for the second quarter ended June 30, 2024.

“Marin is transforming how performance media buyers manage their spend allocation decisions. The tools we've built this quarter in Ascend provide the transparency and control to deliver maximum ROI across an expanding number of ad platforms,” said Chris Lien, Marin Software’s CEO. “We're thrilled to continue delivering this innovation, thanks in part to the renewal of our strategic partnership agreement with Google.”

Second Quarter 2024 Product Highlights:

Second Quarter 2024 Notable Client Achievements:

Second Quarter 2024 Financial Updates:

Recent Renewal of Strategic Partnership Agreement with Google:

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.”

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Financial Outlook:

Marin is providing guidance for its third quarter of 2024 as follows:
 

Forward-Looking Guidance
In millions
		Range of Estimate
		From				To
Three Months Ending September 30, 2024
Revenue, net		$	4.0			$	4.2
Operating loss (Non-GAAP)			(2.1	)			(1.9	)

Non-GAAP loss from operations excludes the effects of stock-based compensation expense, 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 Meta.

Additionally, the Company does not reconcile its forward-looking non-GAAP loss from operations, due to variability between revenue 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, 2024, and its outlook for the future. To access the call, please dial (800) 954-0684 in the United States or (212) 231-2929 internationally with reference to conference ID 13742153. A live webcast of the conference call will be accessible at https://viavid.webcasts.com/starthere.jsp?ei=1639629&tp_key=e6b7822c04. Following the completion of the call through 11:59 p.m. Eastern Time on August 8, 2024, 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 13742153.

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 expense, amortization of internally developed software and intangible 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 Meta. 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, benefit from or provision for income taxes,

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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 Meta. 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, the increasing complexity in marketing, progress on product development efforts, product capabilities, advertiser and customer behavior, and future financial results, including its outlook for the third quarter of 2024. 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 reduce our expenses or raise additional capital to meet our obligations as a going concern; our ability to successfully implement a restructuring plan that we commenced in July 2023 and the expected costs and savings from the restructuring plan; the amount of digital advertising spend managed by our customers using our products; the extent of customer acceptance, adoption and usage 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 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 revenue, 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; 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; 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; our ability to maintain the listing of our common stock on the Nasdaq; 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 1, 2024. 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

 

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Marin Software Incorporated
Condensed Consolidated Balance Sheets
(On a GAAP basis)
		June 30,				December 31,
(Unaudited; in thousands, except par value)		2024				2023
Assets:
Current assets:
Cash and cash equivalents		$	7,942			$	11,363
Accounts receivable, net			3,551				3,864
Prepaid expenses and other current assets			1,087				1,548
Total current assets			12,580				16,775
Property and equipment, net			116				120
Right-of-use assets, operating leases			1,219				1,912
Other non-current assets			517				508
Total assets		$	14,432			$	19,315
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable		$	585			$	664
Accrued expenses and other current liabilities			1,796				2,099
Operating lease liabilities			1,219				1,518
Total current liabilities			3,600				4,281
Operating lease liabilities, non-current			—				394
Other long-term liabilities			973				1,001
Total liabilities			4,573				5,676
Stockholders’ equity:
Convertible preferred stock, $0.001 par value			—				—
Common stock, $0.001 par value			3				3
Additional paid-in capital			359,528				358,884
Accumulated deficit			(348,680	)			(344,251	)
Accumulated other comprehensive loss			(992	)			(997	)
Total stockholders’ equity			9,859				13,639
Total liabilities and stockholders’ equity		$	14,432			$	19,315

 

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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)		2024				2023				2024				2023
Revenue, net		$	4,045			$	4,360			$	8,076			$	8,943
Cost of revenue			1,690				3,174				3,433				6,414
Gross profit			2,355				1,186				4,643				2,529
Operating expenses:
Sales and marketing			1,043				1,935				2,293				3,960
Research and development			1,799				2,797				3,680				5,739
General and administrative			1,600				2,442				3,284				4,778
Total operating expenses			4,442				7,174				9,257				14,477
Loss from operations			(2,087	)			(5,988	)			(4,614	)			(11,948	)
Other income, net			138				215				242				440
Loss before income taxes			(1,949	)			(5,773	)			(4,372	)			(11,508	)
Provision for income taxes			69				144				57				192
Net loss		$	(2,018	)		$	(5,917	)		$	(4,429	)		$	(11,700	)
Net loss per common share, basic and diluted		$	(0.65	)		$	(2.04	)		$	(1.44	)		$	(4.05	)
Weighted-average shares outstanding, basic and diluted			3,108				2,902				3,066				2,887

 

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Marin Software Incorporated
Condensed Consolidated Statements of Cash Flows
(On a GAAP basis)
		Six Months Ended June 30,
(Unaudited; in thousands)		2024				2023
Operating activities:
Net loss		$	(4,429	)		$	(11,700	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation			4				14
Amortization of internally developed software			—				845
Amortization of right-of-use assets			765				802
Amortization of deferred costs to obtain and fulfill contracts			181				187
Unrealized foreign currency losses			(4	)			32
Stock-based compensation related to equity awards			744				2,285
Provision for credit losses			—				(390	)
Deferred income tax benefits			3				—
Changes in operating assets and liabilities
Accounts receivable			325				895
Prepaid expenses and other assets			273				479
Accounts payable			(78	)			(125	)
Accrued expenses and other liabilities			(324	)			(265	)
Operating lease liabilities			(765	)			(802	)
Net cash used in operating activities			(3,305	)			(7,743	)
Investing activities:
Capitalization of internally developed software			—				(1,157	)
Net cash used in investing activities			—				(1,157	)
Financing activities:
Employee taxes paid for withheld shares upon equity award settlement			(97	)			(83	)
Proceeds from employee stock purchase plan, net			—				(3	)
Net cash provided by (used in) financing activities			(97	)			(86	)
Effect of foreign exchange rate changes on cash and cash equivalents			(19	)			5
Net decrease in cash and cash equivalents			(3,421	)			(8,981	)
Cash and cash equivalents:
Beginning of period			11,363				27,957
End of the period		$	7,942			$	18,976

 

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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)		2023				2023				2023				2023					2023					2024				2024
Sales and marketing		$	2,025			$	1,935			$	1,482			$	1,078				$	6,520				$	1,250			$	1,043
Stock-based compensation			(165	)			(184	)			(88	)			(65	)				(502	)				(64	)			(60	)
Restructuring related expenses			—				—				(122	)			—					(122	)				—				—
Sales and marketing (Non-GAAP)		$	1,860			$	1,751			$	1,272			$	1,013				$	5,896				$	1,186			$	983
Research and development		$	2,942			$	2,797			$	2,860			$	1,636				$	10,235				$	1,881			$	1,799
Stock-based compensation			(270	)			(305	)			(131	)			(119	)				(825	)				(127	)			(124	)
Restructuring related expenses			—				—				(815	)			(22	)				(837	)				—				—
Capitalization of internally developed software			579				578				354				296					1,807					—				—
Research and development (Non-GAAP)		$	3,251			$	3,070			$	2,268			$	1,791				$	10,380				$	1,754			$	1,675
General and administrative		$	2,336			$	2,442			$	2,119			$	1,974				$	8,871				$	1,684			$	1,600
Stock-based compensation			(473	)			(627	)			(85	)			(187	)				(1,372	)				(183	)			(109	)
Restructuring related expenses			—				—				(189	)			—					(189	)				—				—
Third-party subpoena-related expenses			(84	)			(45	)			(36	)			(30	)				(195	)				(60	)			(81	)
General and administrative (Non-GAAP)		$	1,779			$	1,770			$	1,809			$	1,757				$	7,115				$	1,441			$	1,410

 

 

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)		2023				2023				2023				2023					2023					2024				2024
Gross profit		$	1,343			$	1,186			$	1,351			$	2,216				$	6,096				$	2,288			$	2,355
Stock-based compensation			124				137				5				41					307					39				38
Amortization of internally developed software			419				426				433				423					1,701					—				—
Restructuring related expenses			—				—				671				2					673					—				—
Gross profit (Non-GAAP)		$	1,886			$	1,749			$	2,460			$	2,682				$	8,777				$	2,327			$	2,393
Operating loss		$	(5,960	)		$	(5,988	)		$	(5,110	)		$	(5,748	)			$	(22,806	)			$	(2,527	)		$	(2,087	)
Stock-based compensation			1,032				1,253				309				412					3,006					413				331
Amortization of internally developed software			419				426				433				423					1,701					—				—
Restructuring related expenses			—				—				1,797				24					1,821					—				—
Capitalization of internally developed software			(579	)			(578	)			(354	)			(296	)				(1,807	)				—				—
Third-party subpoena-related expenses			84				45				36				30					195					60				81
Impairment loss on long-lived assets			—				—				—				3,276					3,276					—				—
Operating loss (Non-GAAP)		$	(5,004	)		$	(4,842	)		$	(2,889	)		$	(1,879	)			$	(14,614	)			$	(2,054	)		$	(1,675	)
Net loss		$	(5,783	)		$	(5,917	)		$	(4,954	)		$	(5,263	)			$	(21,917	)			$	(2,411	)		$	(2,018	)
Stock-based compensation			1,032				1,253				309				412					3,006					413				331
Amortization of internally developed software			419				426				433				423					1,701					—				—
Restructuring related expenses			—				—				1,797				24					1,821					—				—
Capitalization of internally developed software			(579	)			(578	)			(354	)			(296	)				(1,807	)				—				—
Third-party subpoena-related expenses			84				45				36				30					195					60				81
Impairment loss on long-lived assets			—				—				—				3,276					3,276					—				—
Net loss (Non-GAAP)		$	(4,827	)		$	(4,771	)		$	(2,733	)		$	(1,394	)			$	(13,725	)			$	(1,938	)		$	(1,606	)

 

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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)		2023				2023				2023				2023					2023					2024				2024
Net loss (Non-GAAP)		$	(4,827	)		$	(4,771	)		$	(2,733	)		$	(1,394	)			$	(13,725	)			$	(1,938	)		$	(1,606	)
Weighted-average shares outstanding, basic and diluted			2,873				2,902				2,985				3,009					2,943					3,024				3,108
Net loss per share, basic and diluted (Non-GAAP)		$	(1.68	)		$	(1.64	)		$	(0.92	)		$	(0.46	)			$	(4.66	)			$	(0.64	)		$	(0.52	)

 

 

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)		2023				2023				2023				2023					2023					2024				2024
Net loss		$	(5,783	)		$	(5,917	)		$	(4,954	)		$	(5,263	)			$	(21,917	)			$	(2,411	)		$	(2,018	)
Depreciation			11				3				3				2					19					2				2
Amortization of internally developed software			419				426				433				423					1,701					—				—
Provision for (benefit from) income taxes			48				144				2				(344	)				(150	)				(12	)			69
Stock-based compensation			1,032				1,253				309				412					3,006					413				331
Capitalization of internally developed software			(579	)			(578	)			(354	)			(296	)				(1,807	)				—				—
Restructuring related expenses			—				—				1,797				24					1,821					—				—
Impairment loss on long-lived assets			—				—				—				3,276					3,276					—				—
Other income, net			(225	)			(215	)			(158	)			(141	)				(739	)				(104	)			(138	)
Third-party subpoena-related expenses			84				45				36				30					195					60				81
Adjusted EBITDA		$	(4,993	)		$	(4,839	)		$	(2,886	)		$	(1,877	)			$	(14,595	)			$	(2,052	)		$	(1,673	)

 

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v3.24.2.u1

Document and Entity Information	Aug. 01, 2024
Entity Addresses [Line Items]
Entity Registrant Name	Marin Software Incorporated
Amendment Flag	false
Entity Central Index Key	0001389002
Document Type	8-K
Document Period End Date	Aug. 01, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-35838
Entity Tax Identification Number	20-4647180
Entity Address, Address Line One	149 New Montgomery Street
Entity Address, Address Line Two	4th 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
Entity Emerging Growth Company	false

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