MARIN SOFTWARE INCORPORATED The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with the (1) unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the quarter endedJune 30, 2021 , and (2) the audited consolidated financial statements and notes thereto and management's discussion and analysis of financial condition and results of operations for the fiscal year endedDecember 31, 2020 , included in our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2020 , filed with theSecurities and Exchange Commission (the "SEC"), onFebruary 26, 2021 . This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as "believe," "may," "potentially," "will," "estimate," "continue," "anticipate," "intend," "could," "should," "would," "project," "plan," "predict," "expect," "seek" and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled "Risk Factors", set forth in Part II, Item 1A of this Form 10-Q. Except as required by law, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements Overview We are a leading provider of digital marketing solutions for search, social, and eCommerce advertising channels, offered as a unified software-as-a-service, or SaaS, advertising management platform for performance-driven advertisers and agencies. Our platform is an analytics, workflow and optimization solution for marketing professionals, enabling them to maximize the performance of their digital advertising spend. We market and sell our solutions to advertisers directly and through leading advertising agencies, and our customers collectively manage billions of dollars in advertising spend on our platform globally across a wide range of industries. We believe this makes us one of the largest providers of independent advertising cloud solutions. Our software solution is designed to help our customers:
• measure the effectiveness of their advertising campaigns through our
proprietary reporting and analytics capabilities;
• manage and execute campaigns through our intuitive user interface and
underlying technology that streamlines and automates key functions, such
as advertisement creation and bidding, across multiple publishers and
channels; and
• optimize campaigns across multiple publishers and channels based on market
and business data to achieve desired revenue outcomes using our predictive
bid management technology.
Our current product lineup consists of MarinOne and our two legacy products, Marin Search and Marin Social. We have migrated all of our customers to use MarinOne as their primary experience when logging in. We will continue to allow access to Marin Search through at least the end of Q1 2022 to ensure a smooth transition for our customers. MarinOne. Our next-generation solution brings search, social and eCommerce advertising into a single-platform that helps advertisers maximize a customer journey that spansCriteo and YouTube.
• Marin Search. Our original solution for large advertisers and agencies,
Marin Search is designed to provide search advertisers with the power,
scale and flexibility required to manage large-scale advertising
campaigns.
• Marin Social. Helps advertisers manage their Facebook, Instagram and
Twitter advertising spend at scale.
Advertisers use our platform to create, target and convert precise audiences based on recent buying signals from users' search, social and eCommerce interactions. Our platform is integrated with leading publishers such as Amazon, Apple, Baidu, Bing,Criteo , Facebook, Google, Instacart, Instagram, Pinterest, Twitter,Verizon Media , Yahoo! Japan and Yandex. Additionally, we have integrations with dozens of leading web analytics and advertisement-serving solutions and key enterprise applications, enabling our customers to more accurately measure the return on investment of their marketing programs. Our software platform serves as an integration point for advertising performance, sales and revenue data, allowing advertisers to connect the dots between advertising spend and revenue outcomes. Through an intuitive interface, we enable our customers to simultaneously run large-scale digital advertising campaigns across multiple publishers and channels, making it easy for marketers to create, publish, modify and optimize campaigns. 21 -------------------------------------------------------------------------------- Our predictive bid management and optimization technology also allows advertisers to forecast outcomes and optimize campaigns across multiple publishers and channels to achieve their business goals. Our optimization technology can help advertisers increase advertisement spend on those campaigns, publishers and channels that are performing well while reducing investment in those that are not. This category of solutions, which we refer to as cross-channel bid and campaign optimization, helps businesses intelligently and efficiently measure, manage, and optimize their digital advertising spend to achieve desired business results. InMarch 2020 theWorld Health Organization declared that the outbreak of the coronavirus disease named COVID-19 constituted a pandemic. We believe that the COVID-19 pandemic has had and may continue to have an adverse impact on many of our customers and their businesses and their spending on digital advertising and has had an adverse impact on our recent results of operations and may continue to affect our future results of operations. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on certain developments, including containment of COVID-19, the availability, deployment and efficacy of vaccines, impact on our customers and our sales cycles, and impact on our employees, all of which are uncertain and cannot be predicted. At this time, the extent to which the COVID-19 pandemic may impact our financial condition or results of operations is uncertain. Sincemid-March 2020 , some of our customers have reduced the amount of digital advertising spend that they manage using our product which has had an adverse effect on our results of operations and some of our customers have requested extended payment terms, reduced fees or fee waivers, early contract terminations and other forms of contract relief. Also, sincemid-March 2020 most of our employees have not been able to work from our offices and have been working from home, which could cause some disruptions or delays in our business activities, including our product development efforts. Under the provisions of the extension of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), we are eligible for a refundable employee retention credit subject to certain criteria. The Company recognized employee retention credits of$0.5 million and$1.1 million during the three and six months endedJune 30, 2021 , respectively, which were recorded in cost of revenues and operating expenses. During the third quarter of 2020, we commenced the implementation of a restructuring and reduction-in-force plan to reduce our operating costs and address the impact of the COVID-19 pandemic ("2020 Restructuring Plan"). The 2020 Restructuring Plan included the reduction of our global workforce by approximately 60 employees, approximately half of which were located outside ofthe United States . The planned workforce reductions were substantially completed during 2020.
Components of Results of Operations
Revenues
We generate revenues principally from subscription contracts under which we provide advertisers with access to our search, social and eCommerce advertising management platform, either directly or through the advertiser's relationship with an agency with whom we have a contract. Our subscription contracts are generally one year or less in length. Under subscription contracts with most of our direct advertisers and some independent agencies, we generally charge fees based on the amount of advertising spend that these customers manage through our platform or a contractual minimum monthly platform fee, whichever is greater. Certain of these customers are charged only a fixed monthly platform fee. Most of our subscription contracts with our network agency customers do not include a committed minimum monthly platform fee, and we charge fees based upon the amount of advertising spend that these customers manage through our platform. Due to the nature of the platform and the services performed under the subscription agreements, revenues are typically recognized in the amount billable to the advertiser. Our long-term strategic agreements have historically included multiple-year terms and are invoiced quarterly. Our largest agreement withDecember 2018 with an effective date ofOctober 1, 2018 (the "Google Revenue Share Agreement") and includes both a fixed baseline amount and a variable portion based on a percentage of relevant advertising search spend above the baseline threshold that runs through our technology platform. TheMarch 2020 , when we and Google executed the first amendment to the original agreement (the "First Amendment"),September 30, 2021 . We are in preliminary discussions withthe United States . Advertisers from outside ofthe United States represented 23% and 24% of total revenues for the three months endedJune 30, 2021 and 2020, respectively, and 24% for each of the six months endedJune 30, 2021 and 2020.
Refer to Note 2 of the accompanying condensed consolidated financial statements for further discussion of our revenue recognition considerations.
22
--------------------------------------------------------------------------------Cost of Revenues
Cost of revenues primarily includes personnel costs, consisting of salaries, benefits, bonuses and stock-based compensation expense for employees associated with our cloud infrastructure and global services for implementation and ongoing customer service. Other costs of revenues include fees paid to contractorswho supplement our support and data center personnel, expenses related to third-party data centers, depreciation of data center equipment, amortization of internally developed software and allocated overhead. Incremental cost of revenues associated with our long-term strategic agreements, including our largest agreement with Google, are generally not significant.
Sales and Marketing
Sales and marketing expenses consist primarily of personnel costs, including salaries, benefits, stock-based compensation expense and bonuses, as well as sales commissions and other costs including travel and entertainment, marketing and promotional events, lead generation activities, public relations, marketing activities, professional fees and allocated overhead. All of these costs are expensed as incurred, except sales commissions and the related payroll taxes, which are capitalized and amortized over the expected period of benefit in accordance with the relevant authoritative accounting guidance. Our commission plans provide that commission payments to our sales representatives are paid based on the key components of the applicable customer contract, including the minimum or fixed monthly platform fee during the initial contract term.
Research and Development
Research and development expenses consist primarily of personnel costs for our product development and engineering employees and executives, including salaries, benefits, stock-based compensation expense and bonuses. Also included are non-personnel costs such as professional fees payable to third-party development resources, and allocated overhead.
Our research and development efforts are focused on enhancing our software architecture, adding new features and functionality to our platform and improving the efficiency with which we deliver these services to our customers, including the development of MarinOne.
General and Administrative
General and administrative expenses consist primarily of personnel costs,
including salaries, benefits, stock-based compensation expense and bonuses for
our administrative, legal, human resources, finance and accounting employees and
executives. Also included are non-personnel costs, such as audit fees, tax
services and legal fees, as well as professional fees, insurance and other
corporate expenses, including allocated overhead.
Results of Operations
The following table is a summary of our unaudited condensed consolidated
statements of operations for the specified periods and results of operations as
a percentage of our revenues for those periods. The period-to-period comparisons
of results are not necessarily indicative of results for future periods.
Percentage of revenues figures are rounded and therefore may not subtotal
exactly.
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
% of % of % of % of
Amount Revenues Amount Revenues Amount Revenues Amount Revenues
(dollars in thousands)
Revenues, net $ 6,094 100 % $ 7,275 100 % $ 12,402 100 % $ 15,935 100 %
Cost of revenues 3,175 52 4,585 63 6,416 52 9,930 62
Gross profit 2,919 48 2,690 37 5,986 48 6,005 38
Operating expenses
Sales and marketing 1,268 21 1,880 26 2,514 20 4,192 26
Research and
development 2,667 44 3,338 46 5,066 41 6,775 43
General and
administrative 1,995 33 2,011 28 3,864 31 3,992 25
Total operating
expenses 5,930 97 7,229 99 11,444 92 14,959 94
Loss from operations (3,011 ) (49 ) (4,539 ) (62 ) (5,458 ) (44 ) (8,954 ) (56 )
Other income, net 221 4 537 7 548 4 1,006 6
Loss before benefit
from income taxes (2,790 ) (46 ) (4,002 ) (55 ) (4,910 ) (40 ) (7,948 ) (50 )
Benefit from income
taxes (289 ) (5 ) (521 ) (7 ) (197 ) (2 ) (496 ) (3 )
Net loss $ (2,501 ) (41 ) % $ (3,481 ) (48 ) % $ (4,713 ) (38 ) % $ (7,452 ) (47 ) %
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Adjusted EBITDA Adjusted EBITDA is a financial measure not calculated in accordance with generally accepted accounting principles inthe United States ("GAAP"). We define Adjusted EBITDA as net loss, adjusted for stock-based compensation expense, depreciation, the amortization of internally developed software, intangible assets, the capitalization of internally developed software, the impairment of goodwill and long-lived assets, interest expense, net, the benefit from or provision for income taxes, CARES Act employee retention credits, other income or expenses, net and the non-recurring costs or gains associated with acquisitions, divestitures and restructurings. Adjusted EBITDA should not be considered as an alternative to net loss, operating loss or any other measure of financial performance calculated and presented in accordance with GAAP. We prepare Adjusted EBITDA to eliminate the impact of items that we do not consider indicative of our core operating performance. Investors are encouraged to evaluate these adjustments and the reasons we consider them appropriate.
We believe Adjusted EBITDA is useful to investors in evaluating our operating performance for the following reasons:
• Adjusted EBITDA is widely used by investors and securities analysts to
measure a company's operating performance without regard to items such as
stock-based compensation expense, depreciation and amortization,
capitalized software development costs, interest expense, net, benefit
from or provision for income taxes, other income or expenses, net and
costs or gains associated with acquisitions, divestitures and
restructurings, that can vary substantially from company to companydepending upon their financing, capital structures and the method by which
assets were acquired;
• Our management uses Adjusted EBITDA in conjunction with GAAP financial
measures for planning purposes, including the preparation of our annual
operating budget, as a measure of operating performance and the
effectiveness of our business strategies and in communications with our
Board of Directors concerning our financial performance; and
• Adjusted EBITDA provides consistency and comparability with our past
financial performance, facilitates period-to-period comparisons of
operations and also facilitates comparisons with other peer companies,
many of which use similar non-GAAP financial measures to supplement their
GAAP results.
We understand that although Adjusted EBITDA is widely used by investors and
securities analysts in their evaluations of companies, it has limitations as an
analytical tool, and investors should not consider it in isolation or as a
substitute for analysis of our results of operations as reported under GAAP.
These limitations include:
• Depreciation and amortization are non-cash charges, and the assets being
depreciated or amortized will often have to be replaced in the future;
however, Adjusted EBITDA does not reflect any cash requirements for these
replacements;
• Adjusted EBITDA does not reflect changes in, or cash requirements for, our
working capital needs or contractual commitments;
• Adjusted EBITDA does not reflect cash requirements for income taxes and
the cash impact of other income or expense; and
• Other companies may calculate Adjusted EBITDA differently than we do,
limiting its usefulness as a comparative measure.
The following table presents a reconciliation of net loss, the most comparable GAAP measure, to Adjusted EBITDA for each of the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
(in thousands)
Net loss $ (2,501 ) $ (3,481 ) $ (4,713 ) $ (7,452 )
Depreciation 223 402 463 1,295
Amortization of internally developed
software 596 818 1,220 1,682
Amortization of intangible assets - - - 95
Provision for income taxes (289 ) (521 ) (197 ) (496 )
Stock-based compensation expense 379 567 641 1,013
Capitalization of internally
developed software (238 ) (418 ) (672 ) (958 )
CARES Act employee retention credit (525 ) - (1,064 ) -
Restructuring related expenses - - 3 43
Other income, net (221 ) (537 ) (548 ) (1,006 )
Adjusted EBITDA $ (2,576 ) $ (3,170 ) $ (4,867 ) $ (5,784 )
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Comparison of the Three and Six Months Ended June 30, 2021 and 2020
Revenues, net
Three Months Ended June 30, Change Six Months Ended June 30, Change
2021 2020 $ % 2021 2020 $ %
(dollars in thousands)
Revenues, net $ 6,094 $ 7,275 $ (1,181 ) (16 ) % $ 12,402 $ 15,935 $ (3,533 ) (22 ) %
Revenues, net, for the three and six months ended June 30, 2021 decreased $1.2
million and $3.5 million , respectively, or 16% and 22%, respectively, as
compared to the corresponding periods in 2020. Since the end of the three-month
period ended March 31, 2020 , we experienced ongoing customer turnover that was
not fully offset by new customer bookings. Revenues, net from our customers
located in the United States represented 77% and 76% of total revenues, net for
the three months ended June 30, 2021 and 2020, respectively, and 76% of total
revenues, net for each of the six months ended June 30, 2021 and 2020. Revenues,
net from the Google Revenue Share Agreement accounted for 37% and 31% of total
revenues, net for the three months ended June 30, 2021 and 2020, respectively,
and 37% and 29% of total revenues, net for the six months ended June 30, 2021
and 2020, respectively. There were no other customers that accounted for 10% or
greater of our revenues, net for the three and six months ended June 30, 2021
and 2020.
Cost of Revenues and Gross Margin
Three Months Ended June 30, Change Six Months Ended June 30, Change
2021 2020 $ % 2021 2020 $ %
(dollars in thousands)
Cost of revenues $ 3,175 $ 4,585 $ (1,410 ) (31 ) % $ 6,416 $ 9,930 $ (3,514 ) (35 ) %
Gross profit 2,919 2,690 229 9 5,986 6,005 (19 ) (0 )
Gross profit percentage 48 % 37 % 48 % 38 %
Cost of revenues for the three and six months ended June 30, 2021 decreased $1.4
million and $3.5 million , respectively, or 31% and 35%, respectively, as
compared to the corresponding periods in 2020. The decreases were primarily due
to lower personnel costs of $0.7 million and $1.6 million for the three and six
months ended June 30, 2021 , respectively, resulting from both a reduction in the
number of full-time personnel and the impact of the CARES Act employee retention
credit which was $0.2 million and $0.4 million during the three and six months
ended June 30, 2021 , respectively. This reduction in headcount also contributed
to decreases in allocated facilities and information technology costs of $0.1
million and $0.2 million for the three and six months ended June 30, 2021 ,
respectively. We also experienced decreases of $0.2 million and $0.3 million in
hosting costs during the three and six months ended June 30, 2021 , respectively,
due to a decline in the usage of our hosted platform from the corresponding
periods in 2020. Additionally, for the three and six months ended June 30, 2021 ,
depreciation expense decreased by $0.1 million and $0.6 million , respectively,
and amortization of internally developed software costs decreased by $0.2
million and $0.5 million , respectively.
Our gross margin increased to 48% for the three and six months ended June 30,
2021 , as compared to 37% and 38% for the corresponding periods in 2020. This was
primarily due to the impact of lower personnel costs and depreciation costs as a
percentage of revenue in the 2021 periods.
Sales and Marketing
Three Months Ended June 30, Change Six Months Ended June 30, Change
2021 2020 $ % 2021 2020 $ %
(dollars in thousands)
Sales and marketing $ 1,268 $ 1,880 $ (612 ) (33 ) % $ 2,514 $ 4,192 $ (1,678 ) (40 ) %
Percent of revenues, net 21 % 26 % 20 % 26 %
25
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Sales and marketing expenses for the three and six months endedJune 30, 2021 decreased$0.6 million and$1.7 million , respectively, or 33% and 40%, respectively, as compared to the corresponding periods in 2020. These decreases were primarily due to a reduction in global sales support and marketing headcount, contributing to net decreases for the three and six months endedJune 30, 2021 of$0.3 million and$1.0 million , respectively, in personnel-related costs and$0.1 million and$0.2 million , respectively, in allocated facilities and information technology costs. The decreases are also a result of lower commissions amortization during the three and six months endedJune 30, 2021 of$0.1 million and$0.2 million , respectively. Research and Development Three Months Ended June 30, Change Six Months Ended June 30, Change 2021 2020 $ % 2021 2020 $ % (dollars in thousands) Research and development$ 2,667 $ 3,338 $ (671 ) (20 ) %$ 5,066 $ 6,775 $ (1,709 ) (25 ) % Percent of revenues, net 44 % 46 % 41 % 43 % Research and development expenses for the three and six months endedJune 30, 2021 decreased$0.7 million and$1.7 million , respectively, or 20% and 25%, respectively, as compared to the corresponding periods in 2020. The decreases were primarily due to lower personnel costs of$0.7 million and$1.6 million for the three and six months endedJune 30, 2021 , respectively, resulting from both a reduction in the number of full-time research and development personnel and the impact of the CARES Act employee retention credit which was$0.2 million and$0.5 million during the three and six months endedJune 30, 2021 , respectively. Additionally there was a decrease in allocated facilities and information technology costs of$0.1 million and$0.2 million in the three and six months endedJune 30, 2021 , respectively, as compared to the corresponding periods in 2020. These decreases were partially offset by lower capitalization of internally developed software of$0.2 million and$0.4 million for the three and six months endedJune 30, 2021 , respectively.
General and Administrative
Three Months Ended June 30, Change Six Months Ended June 30, Change
2021 2020 $ % 2021 2020 $ %
(dollars in thousands)
General and
administrative $ 1,995 $ 2,011 $ (16 ) (1 ) % $ 3,864 $ 3,992 $ (128 ) (3 ) %
Percent of revenues,
net 33 % 28 % 31 % 25 %
General and administrative expenses for the three and six months ended June 30,
2021 were 1% and 3%, respectively, lower than the corresponding 2020
periods. During the six months ended June 30, 2021 , compensation and benefits
expense decreased by $0.4 million primarily due to a reduction in headcount and
communications costs decreased by $0.2 million as compared to the corresponding
period in 2020. These decreases were partially offset by a $0.4 million net
increase related to allocated facilities, IT and other overhead costs.
Other Income, Net
Three Months Ended June 30, Change Six Months Ended June 30, Change
2021 2020 $ % 2021 2020 $ %
(dollars in thousands)
Other income, net $ 221 $ 537 $ (316 ) (59 ) % $ 548 $ 1,006 $ (458 ) (46 ) %
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-------------------------------------------------------------------------------- Other income, net, primarily consists of sublease income as well as foreign currency transaction gains and losses and interest income and expense. For the three months endedJune 30, 2021 and 2020, we earned sublease income of$0.3 million and$0.6 million , respectively. For the six months endedJune 30, 2021 and 2020, we earned sublease income of$0.5 million and$1.1 million , respectively. Foreign currency transaction gains and losses and interest income and expense were not material for the three and six months endedJune 30, 2021 and 2020. Benefit from Income Taxes Three Months Ended June 30, Change Six Months Ended June 30, Change 2021 2020 $ % 2021 2020 $ % (dollars in thousands) Benefit from income taxes$ (289 ) $ (521 ) $ 232 (45 ) %$ (197 ) $ (496 ) $ 299 (60 ) % The benefit from income taxes for the three and six months endedJune 30, 2021 was primarily due to a partial release of foreign uncertain tax positions, benefits of foreign returns filed, valuation allowances inthe United States and taxable income generated by our foreign wholly owned subsidiaries. Liquidity and Capital Resources Since our incorporation inMarch 2006 , we have relied primarily on sales of our capital stock to fund our operating activities. From incorporation until our initial public offering ("IPO") we raised$105.7 million , net of related issuance costs, in funding through private placements of our preferred stock. In March andApril 2013 , we raised net proceeds of$109.3 million in our IPO. FromMarch 2019 throughMarch 2021 , we raised total net proceeds of$12.3 million from an at-the-market offering program administered byJMP Securities and in 2020 we received proceeds of$3.3 million from a loan through the Paycheck Protection Program. From time to time, we have also utilized equipment lines and entered into finance lease arrangements to fund capital purchases. As ofJune 30, 2021 , our principal source of liquidity was our unrestricted cash and cash equivalents of$13.9 million . Our primary operating cash requirements include the payment of compensation and related expenses, as well as costs for our facilities and information technology infrastructure.
We maintain a
We maintain cash balances in our foreign subsidiaries. As ofJune 30, 2021 , we had$13.9 million of unrestricted cash and cash equivalents in aggregate, of which$1.4 million was held by our foreign subsidiaries. OnDecember 22, 2017 ,the United States enacted the Tax Cuts and Jobs Act, or the TCJA, which instituted fundamental changes to the taxation of multinational corporations. Among these changes is a mandatory one-time transition tax on the deemed repatriation of the accumulated earnings of certain of our foreign subsidiaries, and a tax on earnings of foreign subsidiaries in excess of a specified return on the subsidiaries' tangible assets, known as the Global Intangible Low-Taxed Income, or GILTI. We completed our analysis of the accounting for the transition tax in the fourth quarter of 2018 and there was no tax due as a result of significant accumulated losses in our foreign subsidiaries. We also determined that no GILTI inclusion would be required in 2020 as our foreign subsidiaries have accumulated significant losses. If funds held by our foreign subsidiaries were needed for ourU.S. operations, we would be required to accrueU.S. tax liabilities associated with the repatriation of these funds. However, given the amount of our net operating loss carryovers inthe United States , such repatriation will most likely not result in materialU.S. cash tax payments within the next year. Additionally, we do not believe that foreign withholding taxes associated with repatriating these funds would be material. OnMarch 14, 2019 , we filed a shelf registration statement on Form S-3 with theSEC , which was declared effective by theSEC onMay 10, 2019 , under which we could offer our common stock, preferred stock, debt securities, warrants, subscription rights and units having an aggregate offering price of up to$50.0 million (the "Initial Registration Statement"). In connection with the Initial Registration Statement, we entered into an equity distribution agreement withJMP Securities LLC pursuant to which we could offer and sell shares of our common stock having an aggregate offering price of up to$13.0 million through an at-the-market offering program administered byJMP Securities (the "2019 equity distribution agreement").JMP Securities was entitled to compensation of up to 5.0% of the gross proceeds from sales of our common stock pursuant to the 2019 equity distribution agreement. During the three months endedMarch 31, 2021 , we sold 1.2 million shares of our common stock under the 2019 equity distribution agreement, and received proceeds of$3.0 million , net of offering costs of$0.2 million , at a weighted average sales price of$2.68 per share, which resulted in us exhausting the amount available for sale under the 2019 equity distribution agreement. There were no sales under this agreement during the six months endedJune 30, 2020 . During the period from inception of the 2019 equity distribution agreement toJune 30, 2021 , we sold 4.6 million shares of our common stock under the 2019 equity distribution agreement and received proceeds of$12.3 million , net of offering costs of$0.7 million , at a weighted average sales price of$2.84 per share. InMay 2020 , we entered into a loan agreement with a lender for the loan in an aggregate principal amount of$3.3 million (the "Loan") pursuant to the Paycheck Protection Program (the "PPP") under the CARES Act. We received the Loan proceeds onMay 12, 2020 . We have 27
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applied for forgiveness of the entire$3.3 million due under the Loan, but no assurances can be provided as to the amount or timing of any potential Loan forgiveness. See Note 5 to the accompanying consolidated financial statements for further discussion of this loan. OnJuly 15, 2021 , we increased the size of the remaining$37.0 million available on the Initial Registration Statement by an additional$3.0 million , allowing us to offer securities with an aggregate gross sales price of up to$40.0 million . We also entered into a new equity distribution agreement withJMP Securities under which we could sell shares of our common stock up to a gross aggregate sales price of$40.0 million through an at-the-market offering program administered byJMP Securities (the "2021 equity distribution agreement").JMP Securities was entitled to fees of 3% of the gross proceeds from sales of our common stock under the 2021 equity distribution agreement. We intend to use the net proceeds from the sale of securities under the equity distribution agreement primarily for working capital and general corporate purposes. InJuly 2021 we sold 4.3 million shares of our common stock under the 2021 equity distribution agreement and received proceeds of$38.8 million , net of$1.2 million in fees toJMP Securities , at a weighted average sales price of$9.27 per share, which resulted in us exhausting the amount available for sale under the 2021 equity distribution agreement. We have incurred significant losses in each fiscal year since our incorporation in 2006, and we expect to continue to incur losses and negative cash flows in the future. Sincemid-March 2020 , some of our customers have reduced the amount of digital advertising spend that they manage using our products, which has had an adverse effect on our results of operations, and some of our customers have requested extended payment terms, reduced fees or fee waivers, early contract terminations and other forms of contract relief. During the second half of 2020, we commenced a restructuring plan that included a global reduction-in-force and other cost saving actions to reduce our operating expenses and address the impact of the COVID-19 pandemic on our business (the "2020 Restructuring Plan"). The 2020 Restructuring Plan included the reduction of our global workforce by approximately 60 employees, approximately half of which were located outside ofthe United States . These workforce reductions were substantially completed during 2020. Although we have pursued and expect to continue to pursue additional sources of liquidity, including additional equity and debt financing, there is no assurance that any additional financing will be available on acceptable terms, or at all.
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