Marquee Energy Ltd Shareholders Approve All Resolutions at Annual General Meeting

CALGARY, AB—(Marketwired – February 28, 2017) –

NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Marquee Energy Ltd. (“Marquee” or the “Company”) (TSX VENTURE: MQX) announces that the following matters were approved by the Company's shareholders at its Annual General Meeting held February 28, 2017 in Calgary, Alberta.

The shareholders elected the full slate of directors including Messrs., Dr. William J.F. Roach, Adrian H. Goodisman, Stephen J. Griggs., Paul Moase, Leonard Sokolow, Richard Thompson and Robert J. Waters.

The shareholders also approved the following:

  • Fixing the Number of Directors at 7; and
  • The appointment of KPMG LLP as auditors of Marquee.

At the end of the meeting, Mr. Richard Thompson, President & CEO provided a short presentation on the Company's operations. The presentation is available on Marquee's website at www.marquee–energy.com.

The Company is also pleased to advise that it has achieved a strong operational start to 2017 with drilling finished on its planned three well Q1 2017 Michichi drilling program. The program is on schedule, and Marquee expects to have all three wells completed and on production by the end of March 2017. The wells, which are offsetting existing Marquee Banff horizontal well production, were drilled from a single pad location to maximize cost efficiencies.

ABOUT MARQUEE

Marquee is a Calgary based, junior energy company focused on high rate of return light oil development and production. Marquee is committed to growing the company through exploitation of existing opportunities and continued consolidation within its core area at Michichi. Marquee's shares trade on the TSX Venture Exchange under the trading symbol “MQX”. Additional information about Marquee may be found on its website www.marquee–energy.com and in its continuous disclosure documents filed with Canadian securities regulators on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD–LOOKING STATEMENTS AND CAUTIONARY STATEMENTS

This press release contains forward–looking statements. Such forward–looking statements typically contain statements with words such as “anticipate”, “expect”, “intend”, “estimate”, “propose”, or similar words suggesting future outcomes or statements regarding an outlook. The forward–looking statements contained in this document are based on certain key expectations and assumptions made by Marquee, all or any of which may prove incorrect, including without limitation the remaining forward–looking statements, expectations and assumptions concerning the timing and success of future drilling and development activities.

Although Marquee believes that the expectations and assumptions on which the forward–looking statements are based are reasonable, undue reliance should not be placed on the forward–looking statements because Marquee can give no assurance that they will prove to be correct. Since forward–looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to complete the proposed wells in a timely manner, the failure to obtain necessary regulatory approvals, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserves estimates; the uncertainty of estimates and projections relating to production, costs and expenses; and health, safety and environmental risks), uncertainty as to the availability of labour and services, commodity price and exchange rate fluctuations, unexpected adverse weather conditions and changes to existing laws and regulations. Certain of these risks are set out in more detail in Marquee's current Annual Information Form, which is available on Marquee's profile SEDAR at www.sedar.com.

Forward–looking information is based on estimates and opinions of management of Marquee at the time the information is presented. Marquee may, as considered necessary in the circumstances, update or revise such forward–looking information, whether as a result of new information, future events or otherwise, but Marquee undertakes no obligation to update or revise any forward–looking information, except as required by applicable securities laws.

MWC 2017: DJI Launches Matrice 200; More Info at B&H Photo

NEW YORK, NY—(Marketwired – February 28, 2017) – Answering the demand for drones that can perform industrial services, DJI has officially unveiled its new Matrice 200 series. These indomitable follow–ups to the lauded Matrice 100 series are hyper–ruggedized, weather–resistant quads designed to handle applications such as power–line inspection, firefighting applications, search–and–rescue missions, and more.

DJI Matrice 200 Professional Quadcopter

https://www.bhphotovideo.com/c/product/1323122–REG/dji_cp_hy_000041_matrice_200_professional_quadcopter.html

With a 38–minute maximum flight time, 4–pound payload capacity, and 4–mile operational range, the new Matrice 200 line looks capable of handling whatever job is thrown its way. Multiple gimbal configurations are available, including an upward–facing mount that opens the door for all kinds of building and structural inspections. To ensure your flight goes smoothly, the Matrice 200 is also equipped with 17–inch propellers that will hold it steady in strong winds. Best, and most practical of all, is the collapsible design that allows the Matrice 200 to be folded down in a snap, so you can pack and unpack it as quickly as the job demands.

DJI Matrice 210 Professional Quadcopter

https://www.bhphotovideo.com/c/product/1323123–REG/dji_cp_hy_000049_matrice_210_professional_quadcopter.html

The new Matrice 200 Series comes in three different configurations: the 200, the 210, and the 210 RTK. Each variation represents a specific feature upgrade from its predecessor. The 210 incorporates all the features mentioned above and adds options for multiple payload configurations, as well as additional ports. Likewise, the 210 RTK carries all the features of the 210 and adds a built–in RTK module. Having these three options means that whatever the use case and need, there's a Matrice that can answer the demand.

DJI Matrice 210 Professional Quadcopter with RTK

https://www.bhphotovideo.com/c/product/1323124–REG/dji_cp_hy_000057_matrice_210_professional_quadcopter.html

The new Matrice 200 Series drones are coming soon to B&H Photo.

B&H Photo Video is an authorized DJI dealer, with the most up–to–date DJI product information, product pricing and promotional offers.

About B&H Photo Video, Pro Audio

As the world's largest source of photography, video, pro audio, and the latest trending technologies, including drones, virtual reality, and 3D Printers, B&H Photo Video is known worldwide for its attentive, knowledgeable sales force, excellent customer service, and fast, reliable shipping. Visitors to the website can access a variety of enlightening articles and educational videos. B&H has been satisfying customers worldwide for over 40 years.

Latest Trending Technologies

Virtual Reality: https://www.bhphotovideo.com/c/browse/360–spherical–virtual–reality–production/ci/29185/N/3705627361

Drones: https://www.bhphotovideo.com/c/browse/drones–aerial–photography/ci/27989/N/3765401970

Customers making purchases on the B&H website can now make a split payment with multiple credit cards, a useful feature for those with limited credit on their individual cards. Previously, this method of payment was only available to customers when purchasing by phone or in store.

Many items can now be ordered online and picked up at our NYC Superstore. Add any qualifying items to your shopping cart and select STORE PICKUP. You will then have an opportunity to indicate who will be making the pickup, if it is someone other than yourself. You'll receive an email (up to 45 minutes) after completing your order, indicating that your order is ready for pickup at the B&H SuperStore.

When you're in Manhattan, take a tour of the B&H Photo SuperStore, located at 420 Ninth Avenue. The expo continues all year round in the camera kiosks at B&H. Featuring the newest cameras, the kiosks are manned by manufacturer representatives, who are there to guide you and demonstrate the latest photographic technology. With hundreds of products on display, the B&H Photo SuperStore is the place to test–drive and compare all the latest technology gear.

Image Available: http://www.marketwire.com/library/MwGo/2017/2/28/11G131713/Images/DJI_Matrice_200_Quadcopter–ceaeb1933a4a8a63b58f44e12aec7ba0.jpg
Image Available: http://www.marketwire.com/library/MwGo/2017/2/28/11G131713/Images/DJI_Matrice_210_Professional_Quadcopter_with_RTK_–fd0fb825bc409594bfda9b576fe66201.jpg
Image Available: http://www.marketwire.com/library/MwGo/2017/2/28/11G131713/Images/DJI_Matrice_210_Professional_Quadcopter_with_RTK_–465064654832a8debfebe1a688936a95.jpg

UTC order denying Reconsideration/Rehearing concludes Avista's 2016 Washington general rate cases

SPOKANE, WA—(Marketwired – February 28, 2017) – Avista (NYSE: AVA) received an order from the Washington Utilities and Transportation Commission (Commission or UTC), on Feb. 27, 2017, denying the Company's petition for reconsideration and/or rehearing in its 2016 electric and natural gas general rate cases. The Commission confirmed its previous order in the case, issued Dec. 15, 2016, which denied Avista's proposed electric and natural gas rate increase requests of $38.6 million and $4.4 million, respectively.

“In its order denying reconsideration/rehearing, the Commission generally referred back to its prior findings and conclusions in the order issued in December 2016. We are very disappointed in the Commission's ultimate decision in this case,” said Scott Morris, chairman, president and chief executive officer of Avista Corp. “It is irreconcilable with the revenue increases supported by Avista in the case, the revenue increases proposed by Commission Staff in the case, and the revenue increases supported by the dissenting Commissioner in both the December 2016 order and the Feb. 27, 2017 order. As we have indicated in prior communications, this decision by the UTC will result in a significant adverse impact to Avista Utilities earnings in 2017 of approximately 20 to 30 cents per share. This result is especially disappointing in light of the significant ratemaking progress in recent years in Washington, which had allowed Avista to earn close to its allowed rate of return — i.e., results that are fair to both customers and the Company's investors. Appeal of the Commission's decision to the courts by Avista would bring with it a significant amount of uncertainty regarding the level of success of such an appeal, as well as the timing of any value that might come following a process that would take between one and two years. We believe greater long–term value can be achieved through focusing on the upcoming new general rate case, than through appealing the recent decision in the courts.

“Now that the case is concluded, we will request meetings with the Commissioners to better understand their concerns and their expectations going forward. We will also reach out to Commission Staff and other parties to discuss needs and expectations prior to filing our next general rate case. We plan to file a general rate case in the second quarter of 2017.

“In the meantime, we will continue to make the capital investments that are necessary to maintain safe and reliable electric and natural gas utility systems and to meet the needs of our customers into the future. We believe the continuing communication regarding planned capital expenditures will demonstrate both the need for and reasonableness of these expenditures. This ongoing capital investment is expected to result in long–term earnings growth of 4 percent to 5 percent per year for the Company,” Morris said.

About Avista Corp.
Avista Corp. is an energy company involved in the production, transmission and distribution of energy as well as other energy–related businesses. Avista Utilities is our operating division that provides electric service to 377,000 customers and natural gas to 340,000 customers. Its service territory covers 30,000 square miles in eastern Washington, northern Idaho and parts of southern and eastern Oregon, with a population of 1.6 million. Alaska Energy and Resources Company is an Avista subsidiary that provides retail electric service in the city and borough of Juneau, Alaska, through its subsidiary Alaska Electric Light and Power Company. Avista stock is traded under the ticker symbol “AVA.” For more information about Avista, please visit www.avistacorp.com.

This news release contains forward–looking statements regarding the company's current expectations. Forward–looking statements are all statements other than historical facts. Such statements speak only as of the date of the news release and are subject to a variety of risks and uncertainties, many of which are beyond the company's control, which could cause actual results to differ materially from the expectations. These risks and uncertainties include, in addition to those discussed herein, all of the factors discussed in the company's Annual Report on Form 10–K for the year ended Dec. 31, 2016.

UT MIST Bariatric Surgeon to Speak at Surgical Disruptive Technology Summit in Houston in March

HOUSTON, TX—(Marketwired – February 28, 2017) – Prominent surgeons from across the country are coming together this March to educate and showcase the latest technology and techniques in the areas of reflux and foregut, oncology, hernia, acute care, colon and rectal, and bariatric surgery at a Houston, Texas, summit.

Besides presenting the latest technological and surgical advancements in the fields, surgeons and industry leaders are looking to both educate and learn from each other in a positive and entrepreneurial environment, and discuss the best ways to raise the standard and quality of care for their patients.

The Summit is being jointly hosted by the University of Texas Health Science Center at Houston | McGovern Medical School and the affiliated UT MIST (Minimally Invasive Surgeons of Texas). In fact, several of UT MIST's own surgeons will be speaking at the Summit.

As a professor at UTHealth Medical School, and surgeon of hernia and bariatrics, Dr. Todd D. Wilson will be speaking about a number of useful mobile apps — primarily CeQOL, CESPA, and CeDAR — developed by surgical tech innovation groups that can allow both hernia surgeons and their patients to assess the numerous factors that need to be assessed when a patient is being considered as a candidate for hernia repair surgeries.

CeDAR, for example, is a free app on Google Play and the Apple App Store created by Carolinas Surgical Innovation Group, LLC, in conjunction with two prominent physicians. CeDAR — short for Carolinas Equation for Determining Associated Risks — was developed in order to predict the financial costs and risks of wound–related issues after going through a complex hernia repair surgery.

These apps empower surgeons and their patients with the ability to assess and predict the outcomes of abdominal hernia surgery for each individual in a simple, calculable way, thus allowing patients to make better informed decisions about their health care. The apps also provide information on the types of hernias and what treatment options are possible for each.

Dr. Todd Wilson will discuss the implications of such technology for the health care sector in general, as well as its practical uses in specific cases. To speak with him and the surgical team at UT MIST, call (713) 892–5500, or inquire for more information online.

The 2017 Surgical Disruptive Technological Summit takes place between March 18 and 20 at the Marriott Marquis in Houston. Interested parties or sponsors may register for the two–day educational forum at the summit's website, where a special group hotel rate is also available. For more information on the Summit, visit www.surgicaldisruptivetechsummit.org.

Extendicare Announces Strong Results and Platform for Future Growth in 2016 Year End Results

MARKHAM, ON—(Marketwired – February 28, 2017) – Extendicare Inc. (“Extendicare” or the “Company”) (TSX: EXE) today reported results for the fourth quarter and year ended December 31, 2016. Results are presented in Canadian dollars unless otherwise noted.

Financial and Operational Highlights

  • 2016 financial results comparison over 2015 (from continuing operations unless otherwise noted):
    • AFFO from continuing operations up $23.1 million to $66.7 million ($0.755 per basic share), from $43.6 million ($0.497 per basic share).
    • Adjusted EBITDA of $92.9 million, up $9.2 million or 11.0%.
    • Net operating income of $130.1 million, up $10.3 million or 8.6%, representing 12.3% of revenue; same–store NOI up $5.7 million or 5.4%.
  • Dividends declared of $42.4 million in 2016, representing approximately 65% of AFFO of $65.0 million for the same period.
  • Retirement platform now includes seven communities in operation and three communities under development. Two retirement communities acquired in 2015 have achieved occupancy of 95%.
  • Favourable developments resulting from the sale of U.S. IT hosting business for US$8.5 million and a release of a further US$8.4 million of reserves for self–insured liabilities this quarter.

“We are pleased with the results generated in 2016 as we continue to position the Company to meet the growing needs of Canadian seniors across the continuum of seniors care,” stated Tim Lukenda, President and CEO of Extendicare. “We have made great progress towards growing our private–pay retirement platform, strengthening our home health care base and embarking on an extensive long–term care redevelopment program in Ontario. The future is bright for Extendicare as we enter 2017 with focus and purpose. We are confident that our commitment to quality and customer–centered care and services will enable us to deliver growing value for our shareholders who have invested in our mission and vision.”

Conference Call and Webcast

On March 1, 2017, at 10:00 a.m. (ET), we will hold a conference call to discuss our 2016 fourth quarter and year end results. The call will be webcast live and archived on our website at www.extendicare.com under the “Investors/Events & Presentations” section. Alternatively, the call–in number is 1–866–696–5910 or 416–340–2217, followed by the passcode 3917578#. A replay of the call will be available until midnight on March 17, 2017. To access the rebroadcast, dial 1–800–408–3053 or 905–694–9451, followed by the passcode 6268539#. Slides accompanying remarks during the call will be posted to our website as part of the live webcast.

Selected Financial Information

The following is a summary of selected financial information for the three and twelve months ended December 31, 2016 and 2015.

         
    Three months ended December 31   Twelve months ended December 31
(thousands of dollars, unless otherwise noted)   2016   2015   2016   2015
CONTINUING OPERATIONS                
Revenue                
Long–term care   157,425   154,188   608,618   594,198
Retirement living   4,440   1,238   15,474   1,238
Home health care   108,672   99,981   414,406   326,964
Management, consulting and other   6,317   7,183   22,260   20,879
Total revenue   276,854   262,590   1,060,758   943,279
Operating expenses   243,100   229,760   930,622   823,489
Net operating income (NOI)(1)   33,754   32,830   130,136   119,790
  NOI margin (1)   12.2%   12.5%   12.3%   12.7%
Administrative costs   7,843   8,136   30,551   30,144
Lease costs   1,665   1,682   6,650   5,955
Adjusted EBITDA (1)   24,246   23,012   92,935   83,691
  Adjusted EBITDA margin (1)   8.8%   8.8%   8.8%   8.9%
AFFO (continuing operations)(1)   13,534   10,420   66,722   43,587
  per basic share ($)   0.152   0.119   0.755   0.497
  per diluted share ($)   0.149   0.118   0.724   0.494
AFFO (1)   13,366   9,611   65,056   50,828
  per basic share ($)   0.150   0.109   0.736   0.579
  per diluted share ($)   0.147   0.111   0.707   0.568
Maintenance capex (continuing operations)   5,419   6,713   12,119   13,246
Cash dividends declared per share   0.120   0.120   0.480   0.480
Payout ratio (1) (2)   80%   110%   65%   83%
Weighted average number of shares (thousands)                
Basic   88,663   87,852   88,372   87,768
Diluted   99,918   99,097   99,624   99,012
                 
                 
(1)   NOI, NOI margin, Adjusted EBITDA, Adjusted EBITDA margin, AFFO, AFFO per share and “payout ratio” are measures used by management in evaluating operating performance. Please refer to the cautionary statements under the heading “Non–GAAP Measures” in this press release. Detailed descriptions of these terms can be found in the Company's disclosure documents, including its Management's Discussion and Analysis, filed with the securities regulatory authorities; these documents are available at www.sedar.com and on Extendicare's website at www.extendicare.com.
(2)   Payout ratio is calculated using dividends declared per share divided by AFFO per basic share for the respective periods.

2016 Fourth Quarter Summary

Consolidated net operating income from continuing operations improved by $0.9 million or 2.8% to $33.7 million in the 2016 fourth quarter compared to $32.8 million in the same 2015 period, representing 12.2% and 12.5% of revenue, respectively. Growth in net operating income from the Canadian operations was partially offset by a $1.9 million decline in investment income from our captive insurance subsidiary (the “Captive”).

Net operating income from the Canadian operations improved by $2.8 million to $32.2 million representing 11.7% of revenue compared to 11.3% in 2015. Non–same store net operating income from the home health care business acquired in 2015 (the “Home Care Acquisition”) and the retirement living operating segment, declined by $1.7 million in the 2016 fourth quarter compared to the same 2015 period, due to operating expense adjustments of approximately $1.1 million, in addition to the impact of lease–up losses of retirement communities that opened during 2016. On a same–store basis, net operating income improved by $4.5 million or 18.8% to $28.6 million this quarter from $24.1 million in the same 2015 period, representing 13.2% and 11.5% of revenue, respectively. Same–store net operating income included favourable prior period revenue and operating expense adjustments of approximately $2.7 million recorded this quarter and would have otherwise been $25.9 million, representing 12.1% of revenue. The balance of the improvement of $1.8 million was due to funding enhancements in our long–term care operations, higher preferred accommodation revenue, and increased business volumes in our home health care, management services and group purchasing operations, partially offset by the timing of recognition of funding to match costs under the Ontario envelope system and unfunded cost increases in our home health care operations. Management initiatives are under way with a specific focus to improve efficiency and reduce costs in our core home health care operations over time.

Consolidated Adjusted EBITDA from continuing operations improved by $1.2 million to $24.2 million this quarter from $23.0 million in the same 2015 period, representing 8.8% of revenue in both periods. Adjusted EBITDA from the U.S. operations declined by $0.2 million due to lower investment income, partially offset by a reduction in administrative costs to manage the run off of the Captive. Adjusted EBITDA from the Canadian operations improved by $1.4 million to $22.7 million, representing 8.2% of revenue, reflecting growth in net operating income of $2.8 million, partially offset by an increase in administrative and lease costs, that included higher professional fees in support of services related to the acquisitions and developments, and growth in operations over the past year, and a process improvement initiative of our home health care operations.

AFFO from continuing operations improved by $3.1 million to $13.5 million this quarter reflecting the improvement in Adjusted EBITDA of $1.2 million, lower net finance costs of $0.7 million, income support of $0.9 million on the acquired retirement communities, and reduced maintenance capex of $1.3 million, partially offset by higher current income taxes of $1.6 million.

2016 Year Summary

Consolidated net operating income from continuing operations improved by $10.3 million or 8.6% to $130.1 million in 2016 compared to $119.8 million in 2015, representing 12.3% and 12.7% of revenue, respectively. Growth in net operating income from the Canadian operations was partially offset by a $1.6 million decline in investment income from the Captive.

Net operating income from the Canadian operations improved by $11.9 million to $126.4 million representing 12.0% of revenue compared to 12.2% in 2015. Non–same store net operating income from the Home Care Acquisition and retirement living operating segment increased by $4.6 million in 2016 from 2015. On a same–store basis, net operating income from the Canadian operations improved by $7.3 million or 7.3% to $108.3 million this year from $101.0 million in 2015, representing 13.0% and 12.5% of revenue, respectively. Same–store net operating income included favourable prior year revenue and operating expense adjustments of approximately $2.2 million recorded this year and would have otherwise been $106.1 million, representing 12.7% of revenue. The balance of the improvement of $5.1 million was due to funding enhancements in our long–term care operations, higher preferred accommodation revenue, and increased business volumes in our management services and group purchasing operations, partially offset by unfunded cost increases in our home health care operations.

Consolidated Adjusted EBITDA from continuing operations improved by $9.2 million to $92.9 million in 2016 from $83.7 million in 2015, representing 8.8% and 8.9% of revenue, respectively. The U.S. operations contributed $3.4 million to the improvement in Adjusted EBITDA due to a reduction in administrative costs, partially offset by lower investment income, as those operations wind down. Adjusted EBITDA from the Canadian operations improved by $5.8 million to $91.1 million, representing 8.6% of revenue, reflecting growth in net operating income of $11.9 million, partially offset by an increase in administrative and lease costs. The administrative costs of our Canadian operations increased by $5.4 million to $28.7 million, representing 2.7% of revenue in 2016 compared to 2.5% of revenue in 2015. Approximately $1.7 million was due to an increase in labour costs primarily in connection with new acquisitions and developments, and the balance was largely due to higher professional fees in support of services related to the sold operations, acquisitions and developments, a process improvement initiative of our home health care operations, an executive compensation review and the implementation of a new long–term incentive plan. The increase in our lease costs was primarily from the Home Health Acquisition.

AFFO from continuing operations improved by $23.1 million to $66.7 million, reflecting improvements in Adjusted EBITDA of $9.2 million, income support on the acquired retirement communities of $5.8 million, lower net finance costs of $5.5 million, an increase in government capital funding of $1.4 million that included $1.0 million of retroactive funding on two redeveloped long–term care centres, and a reduction in maintenance capex of $1.1 million.

Net finance costs included interest revenue of $7.5 million (US$5.7 million) in 2016, compared to $3.6 million (US$2.8 million) in 2015, in connection with deferred consideration from the disposed U.S. operations. Subsequent to December 31, 2016, the Company entered into an agreement to defer receipt of substantially all of the deferred consideration for 2017, and approximately half of the amounts for 2018. Payments are to be restored in 2019, with recovery of the deferred amounts over the remaining term.

CEO Employment Agreement Renewed

The Company today announced that it has entered into an amended employment agreement with Tim Lukenda, its Chief Executive Officer, to solidify his continuing role with Extendicare. In lieu of the cash settlement he was entitled to receive upon separation from the Company, Mr. Lukenda will be granted an amount of cash to purchase 100,000 common shares of the Company to further align his interests with shareholders. In addition, the Company has agreed to Mr. Lukenda taking a leave of absence from May 29, 2017 to September 17, 2017 (including vacation time) to prepare for the relocation of his principal residence to Canada at the Company's request, and to attend to certain personal matters after a nine–year assignment in the U.S. The cash payment to purchase shares will coincide with Mr. Lukenda's return from leave.

During Mr. Lukenda's leave of absence, the Board has appointed fellow board member Donna Kingelin to oversee the continuity of the operations of the Company and work closely with the senior management team, such that the objectives of the Company may continue to be pursued without interruption. Ms. Kingelin has over 30 years of leadership and operating experience in the senior living industry involving long–term care, retirement, and home care operations at several companies, including Holiday Corporation, Revera Inc. and CPL Long Term Care REIT.

Ben Hutzel, Chairman of Extendicare, stated “These are exciting times for Extendicare. In the Board's view, Tim is the right person to lead the Company and we look forward to him continuing to make extraordinary contributions as its CEO. During Tim's leave of absence, the Board has full confidence that senior management of Extendicare, under the guidance of Donna, will continue the progress the Company is making towards its goals of growing its operations and positioning its services to meet the needs of Canadians across the senior care continuum.”

2016 Sale of IT Hosting Business Completed

On December 22, 2016, the Company completed the sale of substantially all of the assets used in the operation of its non–strategic U.S. information technology hosting and professional services (U.S. IT Hosting) business for cash proceeds of $11.5 million (US$8.5 million), prior to working capital adjustments and transaction costs. Net proceeds from the sale, after working capital adjustments and transaction costs, were $9.5 million (US$7.1 million), resulting in an after–tax loss on sale of $8.4 million that included the reclassification of an impairment loss recorded earlier in the year.

Discontinued Operations

Excluding the above noted loss on sale, the earnings from discontinued operations, net of tax, were $19.8 million this quarter, and included a reduction in our reserves for U.S. self–insured liabilities of $12.8 million, and the reclassification of the $9.2 million impairment loss, partially offset by a net increase in indemnification provisions and other items in respect of the U.S. Sale Transaction.

With respect to the discontinued operation for the year, excluding the above noted loss on sale, the earnings from discontinued operations, net of tax, were $12.5 million in 2016, and included a reduction in our reserves for U.S. self–insured liabilities of $16.8 million, partially offset by a net–after tax increase in indemnification provisions and other items in respect of the U.S. Sale Transaction, and a loss from the operations of the U.S. IT Hosting business of $2.1 million, prior to its sale.

Financial Position

As at December 31, 2016, Extendicare's consolidated cash on hand was $101.6 million, which excludes investments held by our Captive of $136.1 million to support the accrual for U.S. self–insured liabilities of $94.8 million.

During 2016, the Company secured financing in the aggregate of $56.3 million on three of the six retirement communities that were acquired for cash of approximately $139 million since October 2015. The Company intends to seek financing on the other three retirement communities once stabilized.

In addition, construction financings of up to $51.4 million in the aggregate have been secured on three of the four retirement development projects, of which $12.6 million was drawn as at December 31, 2016. These financings represent 63% of the estimated costs, and similar financing arrangements are anticipated for the fourth project. The Company has spent approximately $32.4 million of the anticipated $122.6 million cost to develop these four retirement communities, which cost includes all amounts through the lease–up period until stabilized NOI is achieved, as well as an implied cost of capital.

Our long–term debt totalled $503.6 million as at December 31, 2016 (December 31, 2015 – $454.1 million), representing approximately 43% of our gross book value, including convertible debentures.

Our consolidated interest coverage ratio for the trailing twelve months ended December 31, 2016, was 5.4 times. Interest coverage is defined as Adjusted EBITDA divided by net interest, which represents interest expense, with capitalized interest added back, net of interest revenue.

Extendicare's financial reports, including its Management's Discussion and Analysis are available on our website at www.extendicare.com under the “Investors/Financial Reports” section. Also, a supplemental information package containing historical quarterly financial results and operating statistics and a list of our senior care centres can be found on the website under the same section.

ABOUT EXTENDICARE

Extendicare is a leading provider of care and services for seniors throughout Canada. Through our network of 111 operated senior care and living centres (65 owned/46 managed), as well as our home health care operations, we are committed to delivering care throughout the health care continuum to meet the needs of a growing seniors' population in Canada. Our qualified and highly trained workforce of 23,800 individuals is dedicated to helping people live better through a commitment to quality service and a passion for what we do.

Non–GAAP Measures

Extendicare assesses and measures operating results and financial position based on performance measures referred to as “net operating income”, “NOI”, “NOI margin”, “Adjusted EBITDA”, “Adjusted EBITDA margin”, “AFFO”, “AFFO per share”, and “payout ratio”. These are not measures recognized under GAAP and do not have standardized meanings prescribed by GAAP. These non–GAAP measures are presented in this document because either: (i) management believes that they are a relevant measure of the ability of Extendicare to make cash distributions; or (ii) certain ongoing rights and obligations of Extendicare may be calculated using these measures. Such non–GAAP measures may differ from similar computations as reported by other issuers and, accordingly, may not be comparable to similarly titled measures as reported by such issuers. They are not intended to replace earnings (loss) from continuing operations, net earnings (loss), cash flow, or other measures of financial performance and liquidity reported in accordance with GAAP. Detailed descriptions of these terms can be found in Extendicare's disclosure documents, including its Management's Discussion and Analysis, filed with the securities regulatory authorities; these documents are available at www.sedar.com and on Extendicare's website at www.extendicare.com.

Forward–looking Statements

Information provided by Extendicare from time to time, including this release, contains or may contain forward–looking statements concerning anticipated financial events, results, circumstances, economic performance or expectations with respect to Extendicare and its subsidiaries, including, without limitation, statements regarding its business operations, business strategy, and financial condition. Forward–looking statements can be identified because they generally contain the words “expect”, “intend”, “anticipate”, “believe”, “estimate”, “project”, “plan” or “objective” or other similar expressions or the negative thereof. Forward–looking statements reflect management's beliefs and assumptions and are based on information currently available, and Extendicare assumes no obligation to update or revise any forward–looking statement, except as required by applicable securities laws. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Extendicare to differ materially from those expressed or implied in the statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on Extendicare's forward–looking statements. Further information can be found in the disclosure documents filed by Extendicare with the securities regulatory authorities, available at www.sedar.com and on Extendicare's website at www.extendicare.com.

KBR Dividend Declaration

HOUSTON, TX—(Marketwired – February 28, 2017) – KBR, Inc. (NYSE: KBR) announced today its Board of Directors has declared a quarterly cash dividend of eight cents ($0.08) per share on the Company's common stock, par value $0.001 per share, to be paid on April 14, 2017, to stockholders of record on March 15, 2017.

About KBR, Inc.

KBR is a global provider of differentiated professional services and technologies across the asset and program life cycle within the Government Services and Hydrocarbons sectors. KBR employs over 37,000 people worldwide, with customers in more than 80 countries, and operations in 40 countries, across three synergistic global businesses:

  • Government Services, serving government customers globally, including capabilities that cover the full life–cycle of defense, space, aviation and other government programs and missions from research and development, through systems engineering, test and evaluation, program management, to operations, maintenance, and field logistics
  • Technology & Consulting, including proprietary technology focused on the monetization of hydrocarbons (especially natural gas and natural gas liquids) in ethylene and petrochemicals; ammonia, nitric acid and fertilizers; oil refining; gasification; oil and gas consulting; integrity management; naval architecture and proprietary hulls; and downstream consulting
  • Engineering & Construction, including onshore oil and gas; LNG (liquefaction and regasification)/GTL; oil refining; petrochemicals; chemicals; fertilizers; differentiated EPC; maintenance services (Brown & Root Industrial Services); offshore oil and gas (shallow–water, deep–water, subsea); floating solutions (FPU, FPSO, FLNG & FSRU) and program management

KBR is proud to work with its customers across the globe to provide technology, value–added services, integrated EPC delivery and long term operations and maintenance services to ensure consistent delivery with predictable results. At KBR, We Deliver.

Visit www.kbr.com

Forward Looking Statement

The statements in this press release that are not historical statements, including statements regarding future financial performance, are forward–looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond the company's control that could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: the outcome of and the publicity surrounding audits and investigations by domestic and foreign government agencies and legislative bodies; potential adverse proceedings by such agencies and potential adverse results and consequences from such proceedings; the scope and enforceability of the company's indemnities from its former parent; changes in capital spending by the company's customers; the company's ability to obtain contracts from existing and new customers and perform under those contracts; structural changes in the industries in which the company operates; escalating costs associated with and the performance of fixed–fee projects and the company's ability to control its cost under its contracts; claims negotiations and contract disputes with the company's customers; changes in the demand for or price of oil and/or natural gas; protection of intellectual property rights; compliance with environmental laws; changes in government regulations and regulatory requirements; compliance with laws related to income taxes; unsettled political conditions, war and the effects of terrorism; foreign operations and foreign exchange rates and controls; the development and installation of financial systems; increased competition for employees; the ability to successfully complete and integrate acquisitions; and operations of joint ventures, including joint ventures that are not controlled by the company.

KBR's most recently filed Annual Report on Form 10–K, any subsequent Form 10–Qs and 8–Ks, and other Securities and Exchange Commission filings discuss some of the important risk factors that KBR has identified that may affect the business, results of operations and financial condition. Except as required by law, KBR undertakes no obligation to revise or update publicly any forward–looking statements for any reason.

Marin Software Announces Fourth Quarter and Full Year 2016 Financial Results

SAN FRANCISCO, CA—(Marketwired – February 28, 2017) – Marin Software Incorporated (NYSE: MRIN), a leading provider of cross–channel, cross–device, enterprise marketing software for advertisers and agencies, today announced financial results for the fourth quarter and full year ended December 31, 2016.

“Given the financial discipline we showed, Marin Software was able to deliver $2.4 million of Adjusted EBITDA for the full year, and exit 2016 with $35.7 million in cash and cash equivalents and restricted cash,” said Chris Lien, chief executive officer of Marin Software. “This provides us the financial resources to support a return to growth, including enabling us to continue to invest in product innovation to meet the advertising needs of the world's leading brands. With our new product innovation, along with improvements in our execution, we expect to return to growth as we deliver on our open, independent, cross–channel performance advertising platform vision.”

Fourth Quarter 2016 Financial Highlights:

  • Net revenues totaled $22.9 million, a year–over–year decrease of 21%, when compared to $29.0 million in the fourth quarter of 2015.
  • GAAP gross profit was $14.5 million, resulting in a gross margin of 63%, compared to GAAP gross profit of $19.6 million and a gross margin of 67% during the fourth quarter of 2015. Non–GAAP gross profit was $15.8 million, resulting in a non–GAAP gross margin of 69%, compared to non–GAAP gross profit of $21.0 million and a non–GAAP gross margin of 72% during the fourth quarter of 2015.
  • GAAP loss from operations was ($4.1) million, compared to ($2.1) million for the fourth quarter of 2015. GAAP operating margin was (18%), compared to (7%) during the fourth quarter of 2015. Non–GAAP loss from operations was ($1.4) million, compared to Non–GAAP income from operations of $1.7 million for the fourth quarter of 2015. Non–GAAP operating margin was (6%), compared to 6% during the fourth quarter of 2015.
  • GAAP net loss was ($4.6) million, or ($0.12) per share, based upon 38.7 million weighted average shares outstanding. This compares to ($2.1) million, or ($0.06) per share, based upon 37.2 million weighted average shares outstanding during the fourth quarter of 2015.
  • Non–GAAP net loss was ($1.9) million, or ($0.05) per share, based upon 38.7 million weighted average shares outstanding. This compares to Non–GAAP net income of $1.7 million, or $0.04 per share, based upon 37.2 million weighted average shares outstanding during the fourth quarter of 2015.
  • Adjusted EBITDA was $0.03 million, compared to $3.5 million in the fourth quarter of 2015.
  • As of December 31, 2016, cash and cash equivalents and restricted cash totaled $35.7 million, compared to $37.3 million as of December 31, 2015.

Full Year 2016 Financial Highlights:

  • Net revenues totaled $99.9 million, a year–over–year decrease of 8%, when compared to $108.5 million in 2015.
  • GAAP gross profit was $64.7 million, resulting in a gross margin of 65%, compared to GAAP gross profit of $68.4 million and a gross margin of 63% during 2015. Non–GAAP gross profit was $70.2 million, resulting in a non–GAAP gross margin of 70%, compared to non–GAAP gross profit of $73.3 million and a non–GAAP gross margin of 68% during 2015.
  • GAAP loss from operations was ($15.9) million, compared to ($32.4) million in 2015. GAAP operating margin was (16%), compared to (30%) during 2015. Non–GAAP loss from operations was ($3.7) million, compared to ($14.9) million during 2015. Non–GAAP operating margin was (4%), compared to (14%) during 2015.
  • GAAP net loss was ($16.5) million, or ($0.43) per share, based upon 38.3 million weighted average shares outstanding. This compares to ($33.3) million, or ($0.91) per share, based upon 36.6 million weighted average shares outstanding in 2015.
  • Non–GAAP net loss was ($4.2) million, or ($0.11) per share, based upon 38.3 million weighted average shares outstanding. This compares to Non–GAAP net loss of ($15.7) million, or ($0.43) per share, based upon 36.6 million weighted average shares outstanding during 2015.
  • Adjusted EBITDA was $2.4 million, compared to ($7.9) million in 2015.

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

Fourth Quarter 2016 Business and Product Release Highlights:

  • Debuted a proprietary global media plan functionality to support larger, more complex social campaigns with multiple objectives.
  • Launched support for the Store Visits objective, giving marketers a better view of the impact of Facebook advertising on offline store traffic.
  • Developed Search Intent Harvesting tools that allow marketers to leverage search signals in social campaigns to maximize performance of cross channel initiatives.
  • Invited select customers to participate in the Platform Beta program, which delivers improved scale, faster data loading and application speed, combined with significant usability improvements.
  • Continued to update optimization tools, further enhancing Marin Software's ability to deliver performance for marketers. Improvements include: faster bid calculations, easier bidding setup with advanced clustering technology, device–specific goals, forecasting, and budget allocation tools.

Financial Outlook:

As of February 28, 2017, Marin is initiating guidance for its first quarter 2017 as follows:

   
Forward–Looking Guidance  
In millions, except per share data  
             
    Range of Estimate  
    From     To  
Three Months Ending March 31, 2017            
  Revenues, net   $ 19.0     $ 19.5  
  Non–GAAP loss from operations   $ (5.6 )   $ (5.1 )
  Non–GAAP net loss per share   $ (0.14 )   $ (0.13 )
  Weighted–average shares outstanding     39.1          

Non–GAAP loss from operations and non–GAAP net loss per share excludes the effects of stock–based compensation, amortization of internally developed software, amortization of intangible assets, noncash expenses related to warrants, non–recurring costs associated with acquisitions and restructurings, and capitalization of internally developed software.

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

Quarterly Results Conference Call

Marin Software will host a conference call today at 2:00 PM Pacific Time (5:00 PM Eastern Time) to review the Company's financial results for the quarter and full year ended December 31, 2016, and its outlook for the future. To access the call, please dial (877) 705–6003 in the U.S. or (201) 493–6725 internationally with reference to the company name and conference title. A live webcast of the conference call will be accessible at: http://public.viavid.com/index.php?id=122920. Following the completion of the call through 11:59 p.m. Eastern Time on March 7, 2017, a recording will be available for replay at the Company's website at: http://investor.marinsoftware.com/ and a telephone replay will be available by dialing (844) 512–2921 in the U.S. or (412) 317–6671 internationally with the recording access code 13654971.

About Marin Software

Marin Software Incorporated's (NYSE: MRIN) mission is to give advertisers the power to drive higher efficiency, effectiveness, and transparency in their paid marketing programs that run on the world's largest publishers. Marin provides industry leading enterprise marketing software for advertisers and agencies to measure, manage, and optimize billions of dollars in annualized ad spend across the web and mobile devices. Offering an integrated SaaS ad management platform for search, social, and display advertising, Marin helps digital marketers improve financial performance, save time, and make better decisions. Advertisers use Marin to create, target, and convert precise audiences based on recent buying signals from users' search, social, and display interactions. Headquartered in San Francisco, with offices in eight countries, Marin's technology powers marketing campaigns around the globe. For more information about Marin Software, please visit: http://www.marinsoftware.com.

Non–GAAP Financial Measures

Marin uses certain non–GAAP financial measures in this release. Marin uses these non–GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating its ongoing operational performance. Marin believes that the use of these non–GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non–GAAP financial measures to investors. Non–GAAP financial measures that Marin uses may differ from measures that other companies may use.

Non–GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. A reconciliation of the non–GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release. Investors are encouraged to review the reconciliation of these non–GAAP financial measures to their most directly comparable GAAP financial measures.

Non–GAAP expenses, measures and net loss per share. Marin defines non–GAAP sales and marketing, non–GAAP research and development, non–GAAP general and administrative, non–GAAP gross profit, non–GAAP operating loss and non–GAAP net loss as the respective GAAP balances, adjusted for stock–based compensation expense, the amortization of intangible assets, the capitalization of internally developed software, noncash expenses related to the issuance of warrants, the amortization of internally developed software and the non–recurring costs associated with acquisitions and restructurings. Non–GAAP net loss per share is calculated as non–GAAP net loss divided by the weighted average shares outstanding that are adjusted to assume the conversion of outstanding preferred shares to common shares as of the beginning of the period.

Adjusted EBITDA. Marin defines Adjusted EBITDA as net income (loss), adjusted for stock–based compensation expense, depreciation, the amortization of internally developed software, the amortization of intangible assets, the capitalization of internally developed software, interest expense, net, the benefit from or provision for income taxes, other income or expenses, net and the non–recurring costs associated with acquisitions and restructurings. These amounts are often excluded by other companies to help investors understand the operational performance of their business. The Company uses Adjusted EBITDA as a measurement of its operating performance and for bonus compensation purposes, because it assists in comparing the operating performance on a consistent basis by removing the impact of certain non–cash and non–operating items. Adjusted EBITDA reflects an additional way of viewing aspects of the operations that Marin believes, when viewed with the GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting its business.

Forward–Looking Statements

This press release contains forward–looking statements including, among other things, statements regarding Marin's business, expectations about our ability to return to growth, impact of investments in product and technology on future operating results, progress on product development efforts, product capabilities and future financial results, including its outlook for the first quarter of 2017. These forward–looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward–looking statements as a result of certain risk factors, including but not limited to our ability to grow sales to new and existing customers; our ability to expand our sales and marketing capabilities; our ability to retain and attract qualified management and technical personnel; delays in the release of updates to our product platform or new features; competitive factors, including but not limited to pricing pressures, entry of new competitors and new applications; quarterly fluctuations in our operating results due to a number of factors; inability to adequately forecast our future revenues, expenses, Adjusted EBITDA, cash flows or other financial metrics; delays, reductions or slower growth in the amount spent on online and mobile advertising and the development of the market for cloud–based software; progress in our efforts to update our software platform; adverse changes in our relationships with and access to publishers and advertising agencies; level of usage and advertising spend managed on our platform; our ability to expand sales of our solutions in channels other than search advertising; any slow–down in the search advertising market generally; shift in customer digital advertising budgets from search to segments in which we are not as deeply penetrated; the development of the market for digital advertising; acceptance and continued usage of our platform and services by customers and our ability to provide high–quality technical support to our customers; material defects in our platform including those resulting from any updates we introduce to our platform, service interruptions at our single third–party data center or breaches in our security measures; our ability to develop enhancements to our platform; our ability to protect our intellectual property; our ability to manage risks associated with international operations; the impact of fluctuations in currency exchange rates, particularly an increase in the value of the dollar; near term changes in sales of our software services or spend under management may not be immediately reflected in our results due to our subscription business model; adverse changes in general economic or market conditions; and the ability to acquire and integrate other businesses. These forward–looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including our most recent report on Form 10–K, recent reports on Form 10–Q and current reports on Form 8–K which we may file from time to time, all of which are available free of charge at the SEC's website at www.sec.gov. Any of these risks could cause actual results to differ materially from expectations set forth in the forward–looking statements. All forward–looking statements in this press release reflect Marin's expectations as of February 28, 2017. Marin assumes no obligation to, and expressly disclaims any obligation to update any such forward–looking statements after the date of this release.

 
Marin Software Inc.      
Condensed Consolidated Balance Sheets      
(On a GAAP basis)      
       
    December 31,     December 31,  
(Unaudited; in thousands, except par value)   2016     2015  
Assets            
Current assets            
  Cash and cash equivalents   $ 34,420     $ 37,326  
  Restricted cash     1,293        
  Accounts receivable, net     18,761       21,718  
  Prepaid expenses and other current assets     3,808       4,186  
    Total current assets     58,282       63,230  
Property and equipment, net     20,581       21,817  
Goodwill     19,318       19,417  
Intangible assets, net     7,325       10,405  
Other noncurrent assets     1,587       1,323  
    Total assets   $ 107,093     $ 116,192  
Liabilities and Stockholders' Equity                
Current liabilities                
  Accounts payable   $ 2,434     $ 1,710  
  Accrued expenses and other current liabilities     8,362       11,185  
  Deferred revenues     795       1,430  
  Current portion of long–term debt     1,015       1,384  
    Total current liabilities     12,606       15,709  
Long–term debt, less current portion     2,381       1,557  
Other long–term liabilities     4,508       4,795  
    Total liabilities     19,495       22,061  
Stockholders' equity                
  Common stock, $0.001 par value     39       37  
  Additional paid–in capital     286,659       275,604  
  Accumulated deficit     (196,213 )     (179,733 )
  Accumulated other comprehensive loss     (2,887 )     (1,777 )
    Total stockholders' equity     87,598       94,131  
    Total liabilities and stockholders' equity   $ 107,093     $ 116,192  
             
Marin Software Inc.            
Condensed Consolidated Statements of Operations            
(On a GAAP basis)            
             
    Three Months Ended 
December 31,
    Year Ended December 31,  
(Unaudited; in thousands, except per share data)   2016     2015     2016     2015  
Revenues, net   $ 22,924     $ 29,015     $ 99,878     $ 108,530  
Cost of revenues (1) (2) (3)     8,451       9,454       35,203       40,137  
    Gross profit     14,473       19,561       64,675       68,393  
Operating expenses (1) (2) (3)                                
Sales and marketing     6,916       9,076       32,889       45,132  
Research and development     6,520       7,478       27,841       33,318  
General and administrative     5,168       5,134       19,890       22,391  
    Total operating expenses     18,604       21,688       80,620       100,841  
    Loss from operations     (4,131 )     (2,127 )     (15,945 )     (32,448 )
Interest expense, net     (38 )     (36 )     (129 )     (118 )
Other income, net     366       356       998       222  
    Loss before provision for income taxes     (3,803 )     (1,807 )     (15,076 )     (32,344 )
Provision for income taxes     (793 )     (331 )     (1,404 )     (1,005 )
    Net loss   $ (4,596 )   $ (2,138 )   $ (16,480 )   $ (33,349 )
Net loss per common share, basic and diluted   $ (0.12 )   $ (0.06 )   $ (0.43 )   $ (0.91 )
Weighted–average shares outstanding, basic and diluted     38,699       37,212       38,318       36,580  
                                 
(1) Includes stock–based compensation expense as follows:                                
  Cost of revenues   $ 299     $ 371     $ 1,314     $ 1,171  
  Sales and marketing     198       433       1,281       2,537  
  Research and development     840       1,687       4,989       7,518  
  General and administrative     366       1,088       2,711       4,393  
    Total   $ 1,703     $ 3,579     $ 10,295     $ 15,619  
                                 
(2) Includes amortization of intangible assets as follows:                                
  Cost of revenues   $ 247     $ 271     $ 1,027     $ 1,033  
  Sales and marketing     223       247       934       921  
  Research and development     247       271       1,027       1,034  
  General and administrative     13       37       92       146  
    Total   $ 730     $ 826     $ 3,080     $ 3,134  
                                 
(3) Includes restructuring related expenses as follows:                                
  Cost of revenues   $ 9     $ 68     $ 184     $ 173  
  Sales and marketing     135       59       348       718  
  Research and development                 44       53  
  General and administrative     3       6       20       270  
    Total   $ 147     $ 133     $ 596     $ 1,214  
 
Marin Software Inc.      
Condensed Consolidated Statements of Cash Flows      
(On a GAAP basis)      
       
    Year Ended December 31,  
(Unaudited; in thousands)   2016     2015  
Operating activities            
Net loss   $ (16,480 )   $ (33,349 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities                
  Depreciation     6,035       6,993  
  Amortization of internally developed software     2,988       2,550  
  Amortization of intangible assets     3,080       3,134  
  (Gain) loss on disposal of property and equipment     (3 )     19  
  Unrealized foreign currency gains     (419 )     (216 )
  Noncash interest expense related to debt agreements     27       42  
  Stock–based compensation related to equity awards and restricted stock     10,295       15,619  
  Provision for bad debts     2,328       1,210  
  Deferred income tax benefits     (305 )     (177 )
  Excess tax benefits from stock–based award activities           (3 )
  Payment of contingent consideration for prior acquisition     (93 )      
  Changes in operating assets and liabilities, net of effect of acquisitions                
    Accounts receivable     795       (2,986 )
    Prepaid expenses and other current assets     546       575  
    Other assets     (346 )     348  
    Accounts payable     741       (1,597 )
    Deferred revenues     (628 )     (625 )
    Accrued expenses and other current liabilities     (2,842 )     1,433  
      Net cash provided by (used in) operating activities     5,719       (7,030 )
Investing activities                
Purchases of property and equipment     (1,207 )     (8,584 )
Proceeds from disposal of property and equipment     5        
Capitalization of internally developed software     (4,712 )     (5,568 )
Acquisitions of businesses, net of cash acquired           (7,738 )
      Net cash used in investing activities     (5,914 )     (21,890 )
Financing activities                
Repayment of notes payable     (1,436 )     (3,649 )
Debt issuance costs           (53 )
Repurchase of unvested shares           (2 )
Proceeds from exercise of common stock options     390       1,439  
Proceeds from employee stock purchase plan, net     663       968  
Stock issuance costs           (51 )
Excess tax benefits from stock–based award activities           3  
      Net cash used in financing activities     (383 )     (1,345 )
        Effect of foreign exchange rate changes on cash and cash equivalents and restricted cash     (1,035 )     (662 )
      Net decrease in cash and cash equivalents and restricted cash     (1,613 )     (30,927 )
Cash and cash equivalents and restricted cash                
Beginning of period     37,326       68,253  
End of period   $ 35,713     $ 37,326  
Supplemental disclosure of noncash investing and financing activities                
Acquisition of equipment through capital leases   $ 1,864     $ 2,350  
Purchases of property and equipment recorded in accounts payable and accrued expenses     5        
Issuance of common stock under employee stock purchase plan     547       1,035  
Issuance of common stock in connection with acquisitions of businesses           4,338  
 
Marin Software Inc.
Reconciliation of GAAP to Non–GAAP Expenses
(1)
                                                             
    Three Months Ended     Year Ended     Three Months Ended     Year Ended  
 
(Unaudited; in thousands)
 
 
March 31,
2015
 
 
 
 
June 30,
2015
 
 
 
 
September 30,
2015
 
 
 
 
December 31,
2015
 
 
 
 
December 31,
2015
 
 
 
 
March 31,
2016
 
 
 
 
June 30,
2016
 
 
 
 
September 30,
2016
 
 
 
 
December 31,
2016
 
 
 
 
December 31,
2016
 
 
Sales and Marketing (GAAP)   $ 12,157     $ 13,064     $ 10,835     $ 9,076     $ 45,132     $ 9,107     $ 9,285     $ 7,581     $ 6,916     $ 32,889  
  Less Stock–based compensation     (715 )     (954 )     (435 )     (433 )     (2,537 )     (499 )     (422 )     (162 )     (198 )     (1,281 )
  Less Amortization of intangible assets     (180 )     (247 )     (247 )     (247 )     (921 )     (248 )     (240 )     (223 )     (223 )     (934 )
  Less Restructuring related expenses                 (659 )     (59 )     (718 )           (211 )     (2 )     (135 )     (348 )
Sales and Marketing (Non–GAAP)   $ 11,262     $ 11,863     $ 9,494     $ 8,337     $ 40,956     $ 8,360     $ 8,412     $ 7,194     $ 6,360     $ 30,326  
Research and Development (GAAP)   $ 8,484     $ 9,194     $ 8,162     $ 7,478     $ 33,318     $ 8,009     $ 7,044     $ 6,268     $ 6,520     $ 27,841  
  Less Stock–based compensation     (1,627 )     (2,340 )     (1,864 )     (1,687 )     (7,518 )     (2,022 )     (1,275 )     (852 )     (840 )     (4,989 )
  Less Amortization of intangible assets     (216 )     (276 )     (271 )     (271 )     (1,034 )     (271 )     (263 )     (246 )     (247 )     (1,027 )
  Less Restructuring related expenses                 (53 )           (53 )           (48 )     4             (44 )
  Plus Capitalization of internally developed software     827       1,597       1,683       1,461       5,568       1,493       1,407       1,150       662       4,712  
Research and Development (Non–GAAP)   $ 7,468     $ 8,175     $ 7,657     $ 6,981     $ 30,281     $ 7,209     $ 6,865     $ 6,324     $ 6,095     $ 26,493  
General and Administrative (GAAP)   $ 5,720     $ 5,655     $ 5,882     $ 5,134     $ 22,391     $ 4,969     $ 5,018     $ 4,735     $ 5,168     $ 19,890  
  Less Stock–based compensation     (924 )     (1,323 )     (1,058 )     (1,088 )     (4,393 )     (880 )     (933 )     (532 )     (366 )     (2,711 )
  Less Amortization of intangible assets     (35 )     (37 )     (37 )     (37 )     (146 )     (36 )     (28 )     (15 )     (13 )     (92 )
  Less Acquisition related expenses     (408 )     (128 )     (68 )     (9 )     (613 )     (9 )     (20 )           (11 )     (40 )
  Less Restructuring related expenses                 (264 )     (6 )     (270 )           (15 )     (2 )     (3 )     (20 )
General and Administrative (Non–GAAP)   $ 4,353     $ 4,167     $ 4,455     $ 3,994     $ 16,969     $ 4,044     $ 4,022     $ 4,186     $ 4,775     $ 17,027  
                                                                                 
(1) The sum of the quarterly financial information may vary from full year financial information due to rounding.
 
Marin Software Inc.
Reconciliation of GAAP to Non–GAAP
Measures (1)
                                                             
    Three Months Ended     Year Ended     Three Months Ended     Year Ended  
(Unaudited; in thousands)   March 31,
2015
    June 30,
2015
    September 30,
2015
    December 31,
2015
    December 31,
2015
    March 31,
2016
    June 30,
2016
    September 30,
2016
    December 31,
2016
    December 31,
2016
 
Gross Profit (GAAP)   $ 16,704     $ 16,176     $ 15,952     $ 19,561     $ 68,393     $ 17,998     $ 16,859     $ 15,345     $ 14,473     $ 64,675  
  Plus Stock–based compensation     229       322       249       371       1,171       421       309       285       299       1,314  
  Plus Amortization of internally developed software     542       625       683       700       2,550       681       719       780       808       2,988  
  Plus Amortization of intangible assets     215       276       271       271       1,033       271       263       246       247       1,027  
  Plus Restructuring related expenses                 105       68       173             151       24       9       184  
Gross Profit (Non–GAAP)   $ 17,690     $ 17,399     $ 17,260     $ 20,971     $ 73,320     $ 19,371     $ 18,301     $ 16,680     $ 15,836     $ 70,188  
Operating Loss (GAAP)   $ (9,657 )   $ (11,737 )   $ (8,927 )   $ (2,127 )   $ (32,448 )   $ (4,087 )   $ (4,488 )   $ (3,239 )   $ (4,131 )   $ (15,945 )
  Plus Stock–based compensation     3,495       4,939       3,606       3,579       15,619       3,822       2,939       1,831       1,703       10,295  
  Plus Amortization of internally developed software     542       625       683       700       2,550       681       719       780       808       2,988  
  Plus Amortization of intangible assets     646       836       826       826       3,134       826       794       730       730       3,080  
  Plus Acquisition related expenses     408       128       68       9       613       9       20             11       40  
  Plus Restructuring related expenses                 1,081       133       1,214             425       24       147       596  
  Less Capitalization of internally developed software     (827 )     (1,597 )     (1,683 )     (1,461 )     (5,568 )     (1,493 )     (1,407 )     (1,150 )     (662 )     (4,712 )
Operating (Loss) Income (Non–GAAP)   $ (5,393 )   $ (6,806 )   $ (4,346 )   $ 1,659     $ (14,886 )   $ (242 )   $ (998 )   $ (1,024 )   $ (1,394 )   $ (3,658 )
Net Loss (GAAP)   $ (9,660 )   $ (12,047 )   $ (9,504 )   $ (2,138 )   $ (33,349 )   $ (4,413 )   $ (4,418 )   $ (3,053 )   $ (4,596 )   $ (16,480 )
  Plus Stock–based compensation     3,495       4,939       3,606       3,579       15,619       3,822       2,939       1,831       1,703       10,295  
  Plus Amortization of internally developed software     542       625       683       700       2,550       681       719       780       808       2,988  
  Plus Amortization of intangible assets     646       836       826       826       3,134       826       794       730       730       3,080  
  Plus Noncash expenses related to warrants     9       8       19       6       42       7       6       5       9       27  
  Plus Acquisition related expenses     408       128       68       9       613       9       20             11       40  
  Plus Restructuring related expenses                 1,081       133       1,214             425       24       147       596  
  Less Capitalization of internally developed software     (827 )     (1,597 )     (1,683 )     (1,461 )     (5,568 )     (1,493 )     (1,407 )     (1,150 )     (662 )     (4,712 )
Net (Loss) Income (Non–GAAP)   $ (5,387 )   $ (7,108 )   $ (4,904 )   $ 1,654     $ (15,745 )   $ (561 )   $ (922 )   $ (833 )   $ (1,850 )   $ (4,166 )
                                                                                 
(1) The sum of the quarterly financial information may vary from full year financial information due to rounding.
 
Marin Software Inc.
Calculation of Non–GAAP Earnings Per Share
(1)
                                                               
    Three Months Ended     Year Ended     Three Months Ended       Year Ended  
(Unaudited; in thousands, except per share data)   March 31,
2015
    June 30,
2015
    September 30,
2015
    December 31,
2015
    December 31,
2015
    March 31,
2016
    June 30,
2016
    September 30,
2016
    December 31,
2016
      December 31,
2016
 
Net (Loss) Income (Non–GAAP)   $ (5,387 )   $ (7,108 )   $ (4,904 )   $ 1,654     $ (15,745 )   $ (561 )   $ (922 )   $ (833 )   $ (1,850 )     $ (4,166 )
Weighted–average shares outstanding, basic and diluted     35,745       36,389       36,953       37,212       36,580       37,767       38,280       38,520       38,699         38,318  
Non–GAAP net (loss) income per common share, basic and diluted   $ (0.15 )   $ (0.20 )   $ (0.13 )   $ 0.04     $ (0.43 )   $ (0.01 )   $ (0.02 )   $ (0.02 )   $ (0.05 )     $ (0.11 )
                                                                                   
 
Marin Software Inc.
Reconciliation of Net Income (Loss) to Adjusted
EBITDA (1)
                                                             
    Three Months Ended     Year Ended     Three Months Ended     Year Ended  
(Unaudited; in thousands)   March 31,
2015
    June 30,
2015
    September 30,
2015
    December 31,
2015
    December 31,
2015
    March 31,
2016
    June 30,
2016
    September 30,
2016
    December 31,
2016
    December 31,
2016
 
Net Loss   $ (9,660 )   $ (12,047 )   $ (9,504 )   $ (2,138 )   $ (33,349 )   $ (4,413 )   $ (4,418 )   $ (3,053 )   $ (4,596 )   $ (16,480 )
  Depreciation     1,630       1,675       1,861       1,827       6,993       1,665       1,542       1,403       1,425       6,035  
  Amortization of internally developed software     542       625       683       700       2,550       681       719       780       808       2,988  
  Amortization of intangible assets     646       836       826       826       3,134       826       794       730       730       3,080  
  Interest expense, net     11       8       63       36       118       18       34       39       38       129  
  Provision for (benefit from) income taxes     236       138       300       331       1,005       341       307       (37 )     793       1,404  
EBITDA   $ (6,595 )   $ (8,765 )   $ (5,771 )   $ 1,582     $ (19,549 )   $ (882 )   $ (1,022 )   $ (138 )   $ (802 )   $ (2,844 )
  Stock–based compensation     3,495       4,939       3,606       3,579       15,619       3,822       2,939       1,831       1,703       10,295  
  Capitalization of internally developed software     (827 )     (1,597 )     (1,683 )     (1,461 )     (5,568 )     (1,493 )     (1,407 )     (1,150 )     (662 )     (4,712 )
  Acquisition related expenses     408       128       68       9       613       9       20             11       40  
  Restructuring related expenses                 1,081       133       1,214             425       24       147       596  
  Other (income) expenses, net     (244 )     164       214       (356 )     (222 )     (33 )     (411 )     (188 )     (366 )     (998 )
Adjusted EBITDA   $ (3,763 )   $ (5,131 )   $ (2,485 )   $ 3,486     $ (7,893 )   $ 1,423     $ 544     $ 379     $ 31     $ 2,377  
                                                                                 
(1) The sum of the quarterly financial information may vary from full year financial information due to rounding.