Remark (MARK) 10-Q 12 Aug 16 2016 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 10, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	Remark Media, Inc.
Entity Central Index Key	1,368,365
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Outstanding		20,709,034

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Assets
Cash and cash equivalents	$ 8,038	$ 5,422
Restricted cash	9,406	9,416
Trade accounts receivable	930	746
Prepaid expense and other current assets	2,899	2,637
Notes receivable, current	181	172
Total current assets	21,454	18,393
Restricted cash	2,250	2,250
Notes receivable	190	371
Property and equipment, net	16,525	17,338
Investment in unconsolidated affiliate	1,030	1,030
Intangibles, net	32,273	34,867
Goodwill	20,337	20,337
Other long-term assets	1,393	0
Total assets	95,452	94,586
Liabilities and Stockholders’ Equity
Accounts payable	12,298	14,422
Accrued expense and other current liabilities	16,260	11,827
Deferred merchant booking	10,901	6,997
Deferred revenue	4,608	3,262
Current maturities of long-term debt	100	100
Capital lease obligations	188	205
Total current liabilities	44,355	36,813
Long-term debt, less current portion and net of discount and debt issuance cost	24,466	23,616
Warrant liability	15,857	19,195
Other liabilities	1,825	2,904
Total liabilities	86,503	82,528
Commitments and contingencies (Note 13)
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued	0	0
Common stock, $0.001 par value; 100,000,000 shares and 50,000,000 shares authorized; 20,214,590 and 19,659,362 shares issued and outstanding; each at June 30, 2016 and December 31, 2015, respectively	20	20
Additional paid-in-capital	178,175	173,477
Accumulated other comprehensive loss	(5)	(5)
Accumulated deficit	(169,241)	(161,434)
Total stockholders’ equity	8,949	12,058
Total liabilities and stockholders’ equity	$ 95,452	$ 94,586

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (shares)	1,000,000	1,000,000
Preferred stock, shares issued (shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (shares)	100,000,000	50,000,000
Common stock, shares issued (shares)	20,214,590	19,659,362
Common stock, shares outstanding (shares)	20,214,590	19,659,362

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Statement [Abstract]
Revenue, net	$ 14,975	$ 821	$ 29,229	$ 1,624
Cost of revenue (excluding depreciation and amortization reported below)	(2,624)	(82)	(4,973)	(120)
Gross margin	12,351	739	24,256	1,504
Operating expense
Sales and marketing	4,934	178	10,462	376
Technology and development	434	68	838	172
General and administrative	7,910	3,342	16,330	6,505
Depreciation and amortization	2,479	223	4,876	450
Other operating expense	97	22	429	47
Total operating expense	15,854	3,833	32,935	7,550
Operating loss	(3,503)	(3,094)	(8,679)	(6,046)
Other income (expense)
Interest expense	(1,215)	(211)	(2,425)	(405)
Other income, net	1	0	30	1
Change in fair value of warrant liability	(647)	155	3,338	221
Other loss	(68)	0	(71)	0
Total other income (expense), net	(1,929)	(56)	872	(183)
Loss before income taxes	(5,432)	(3,150)	(7,807)	(6,229)
Provision for income taxes	0	0	0	0
Net loss	(5,432)	(3,150)	(7,807)	(6,229)
Foreign currency translation adjustments	0	(25)	0	(25)
Comprehensive loss	$ (5,432)	$ (3,175)	$ (7,807)	$ (6,254)
Weighted-average shares outstanding, basic and diluted (in shares)	20,069	13,903	19,903	13,395
Net loss per share, basic and diluted (usd per share)	$ (0.27)	$ (0.23)	$ (0.39)	$ (0.47)

Unaudited Condensed Consolidat5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Statement of Cash Flows [Abstract]
Net cash provided by (used in) operating activities	$ 1,957	$ (4,489)
Cash flows from investing activities:
Purchases of property, equipment and software	(1,469)	(850)
Net cash used in investing activities	(1,469)	(850)
Cash flows from financing activities:
Decrease in restricted cash	10	0
Proceeds from issuance of common stock, net	2,300	4,459
Proceeds from debt issuance	0	300
Payments of capital lease obligations	(182)	(76)
Net cash provided by financing activities	2,128	4,683
Net increase (decrease) in cash and cash equivalents	2,616	(656)
Cash and cash equivalents:
Beginning of period	5,422	1,525
Impact of foreign currency translation on cash	0	(25)
End of period	8,038	844
Supplemental cash flow information:
Cash paid for interest	$ 1,827	$ 0

ORGANIZATION AND BUSINESS

ORGANIZATION AND BUSINESS	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS	NOTE 1. ORGANIZATION AND BUSINESS Organization and Business Remark Media, Inc. and subsidiaries (“Remark”, “we”, “us”, or “our”) own, operate and acquire innovative digital media properties across multiple verticals, such as travel, personal finance, social media, young adult lifestyle and entertainment, that deliver culturally relevant, dynamic content that attracts and engages users around the world. We leverage our unique digital media assets to target the Millennial demographic, which provides us with access to fast-growing, lucrative markets. Our common stock is listed on the NASDAQ Capital Market under the ticker symbol MARK. Liquidity Considerations During the six months ended June 30, 2016 , and in each fiscal year since our inception, we have incurred net losses and generated negative cash flow from operations, resulting in an accumulated deficit of $169.2 million and a cash and cash equivalents balance of $8.0 million , both amounts as of June 30, 2016 . Also as of June 30, 2016 , we had a negative working capital balance of $22.9 million . Our net revenue during the six months ended June 30, 2016 was $29.2 million . During the six months ended June 30, 2016 , we issued a total of 519,478 shares of our common stock to accredited investors in certain private placements in exchange for approximately $2.3 million in cash. We are a party to a financing agreement dated as of September 24, 2015 (the “Financing Agreement”) with certain of our subsidiaries as borrowers (together with Remark, the “Borrowers”), certain of our subsidiaries as guarantors (the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and MGG Investment Group LP, in its capacity as collateral agent and administrative agent for the Lenders (“MGG”), pursuant to which the Lenders extended credit to the Borrowers consisting of a term loan in the aggregate principal amount of $27.5 million (the “Loan”). The terms of the Financing Agreement and related documents are described in Note 11 . We are a party to an Asset and Securities Purchase Agreement, which was amended and restated effective as of July 5, 2016 (as amended, the “CBG Purchase Agreement”), with China Branding Group Limited (“CBG”), certain of its subsidiaries (the “Target Entities”) and certain other parties specified therein. Subject to the terms and conditions under the CBG Purchase Agreement, we have agreed to purchase all of the outstanding equity interests of the Target Entities (the “CBG Acquisition”) for consideration including (i) $7.5 million of cash and (ii) four -year warrants (the “CBG Warrants”) to purchase up to 6,250,000 shares of our common stock at an exercise price of $10.00 per share, subject to certain anti-dilution adjustments (the “Purchase Price”). The terms of the CBG Purchase Agreement are described in Note 13 . Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions, will play primary roles in determining whether we can successfully obtain additional capital. Pursuant to the Financing Agreement, we are subject to certain limitations on our ability and the ability of our subsidiaries to, among other things, incur additional debt and transfer, sell or otherwise dispose of assets, without the consent of the Lenders. We cannot be certain that we will be successful at raising capital, whether in an equity financing, debt financing, or by divesting of certain assets or businesses, on commercially reasonable terms, if at all. In addition, if we obtain capital by issuing equity, such transaction(s) may dilute existing stockholders. A variety of factors, many of which are outside of our control, affect our cash flow; those factors include regulatory issues, competition, financial markets and other general business conditions. Based upon our most recent cash flow projections, we believe that we have sufficient existing cash, cash equivalents and cash resources to meet our ongoing requirements through June 30, 2017 , including repayment of our existing debt as it matures. However, projecting operating results is inherently uncertain because anticipated expenses may exceed current forecasts; therefore, we cannot assure you that we will generate sufficient income and cash flow to meet all of our liquidity requirements. Comparability We reclassified certain amounts in the December 31, 2015 Consolidated Balance Sheet and in the 2015 unaudited Condensed Consolidated Statement of Operations to conform to the 2016 presentation for the three and six months ended June 30 th . Our reclassification of a net $9.9 million internally-developed software asset from Intangibles, net to Property and equipment, net had no impact on our total assets, results of operations or cash flows as previously reported. Our reclassification of certain costs for the three and six months ended June 30, 2015 , respectively; $82 thousand and $120 thousand to the Cost of revenue line item and $22 thousand and $47 thousand to the Other operating expense line item, and all of which we previously reported in the Technology and development line item; had no impact on our results of operations, cash flows or owners’ equity as previously reported.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of June 30, 2016 , with the audited Consolidated Balance Sheet amounts as of December 31, 2015 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Statements of Cash Flows in accordance with the instructions for Form 10-Q. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading. Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period. Management believes our unaudited condensed consolidated interim financial statements include all the normal recurring adjustments necessary to fairly present our unaudited Condensed Consolidated Balance Sheet as of June 30, 2016 , our unaudited Condensed Consolidated Statements of Operations and our unaudited Condensed Consolidated Statements of Cash Flows for all periods presented. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our consolidated financial statements and footnotes included within our Annual Report on Form 10-K for the year ended December 31, 2015 (the “ 2015 Form 10-K”). Consolidation We include all of our subsidiaries in our consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. The equity of certain of our subsidiaries is either partially or fully held by citizens of the country of incorporation to comply with local laws and regulations. Use of Estimates We prepare our consolidated financial statements in conformity with GAAP. While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, intangible assets, the useful lives of property and equipment, stock-based compensation, the fair value of the warrant liability and income taxes, among other items. Changes to Significant Accounting Policies We have made no material changes to our significant accounting policies as reported in our 2015 Form 10-K. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) modified the Accounting Standards Codification by issuing Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which outlines a single, comprehensive model for an entity to use to ensure that it recognizes revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For us, the amendments in ASU 2014-09 are effective for fiscal years beginning after December 15, 2017, including interim periods therein. As a result of the Vegas.com Acquisition (as defined below), we are re-evaluating whether this guidance will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof. We have reviewed all recently issued accounting pronouncements. The pronouncements that we have already adopted, including ASU 2016-09, Compensation—Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting, did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof.

BUSINESS ACQUISITION

BUSINESS ACQUISITION	6 Months Ended
	Jun. 30, 2016
Business Combinations [Abstract]
BUSINESS ACQUISITION	NOTE 3. BUSINESS ACQUISITION On September 24, 2015, we completed the acquisition of all of the outstanding equity interests in Vegas.com, LLC (“Vegas.com”) pursuant to the terms of the Unit Purchase Agreement, dated as of August 18, 2015 (as amended, the “Purchase Agreement”), by and among Remark, Vegas.com and the equity owners of Vegas.com listed on the signature page thereto (the “Vegas.com Acquisition”). We paid aggregate consideration of $36.6 million that included cash, shares of our common stock, warrants allowing for the purchase of 8,601,410 shares of our common stock at $9.00 per share (the “Acquisition Warrants”), and cash payments contingent upon the performance of Vegas.com in the years ending December 31, 2016, 2017 and 2018 (the “Earnout Payments”). We recorded $15.0 million , the amount by which the aggregate consideration exceeded the $21.6 million of the net identifiable assets that we acquired, as goodwill. The recorded goodwill primarily results from the synergies we expect to realize from the combination of the two companies and the assembled workforce we acquired in connection with the Vegas.com Acquisition. Concurrently with the closing of the Vegas.com Acquisition, we entered into the Financing Agreement with the Lenders and MGG. As a condition to closing the Financing Agreement, we issued a warrant to an affiliate of MGG that, as of June 30, 2016 , allows for the purchase of 2,629,249 shares of our common stock at $8.83 per share (the “Financing Warrant”). Also concurrently with the closing of the Vegas.com Acquisition, to satisfy the closing conditions under the Purchase Agreement, Vegas.com entered into a loan agreement with Bank of America, N.A., which currently expires on May 31, 2017, providing for a letter of credit facility with up to $9.3 million of availability (the “Letter of Credit Facility Agreement”).

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2016
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 4. FAIR VALUE MEASUREMENTS Liabilities Related to Warrants to Purchase Common Stock At the end of each reporting period, we use the Monte Carlo Simulation model to estimate and report the fair value of liabilities related to certain outstanding warrants to purchase our common stock that are subject to potential anti-dilution adjustments or that contain put options or call options. In preparing the quarterly estimate of fair value for the Acquisition Warrants using the Black-Scholes-Merton model and the Monte Carlo Simulation model, management determined that the Monte Carlo Simulation model was providing an estimate that more closely aligned with what management believes will occur over the term of the Acquisition Warrants. As a result, we elected to switch to using the Monte Carlo Simulation model to estimate the fair value of the Acquisition Warrants. The following table presents the quantitative inputs, which we classify in Level 3 of the fair value hierarchy, used in estimating the fair value of the warrants: June 30, December 31, 2015 Warrants issued in February 2012 Annual dividend rate — % — % Expected volatility 45.00 % 55.00 % Risk-free interest rate 0.47 % 0.92 % Expected remaining term (years) 1.16 1.66 Financing Warrant Annual dividend rate — % — % Expected volatility 50.00 % 55.00 % Risk-free interest rate 0.90 % 1.70 % Expected remaining term (years) 4.23 4.73 Acquisition Warrants Annual dividend rate — % — % Expected volatility 50.00 % 55.00 % Risk-free interest rate 0.90 % 1.76 % Expected remaining term (years) 4.23 4.74 In addition to the quantitative assumptions above, we also consider whether we would issue additional equity and, if so, the price per share of such equity. At June 30, 2016 , we estimated that two future equity financing events would potentially occur within the twelve months following June 30, 2016 . Our estimate of expected volatility and our stock price tend to have the most significant impact on the estimated fair value of the Financing Warrant and the Acquisition Warrants. If we added or subtracted five percentage points with regard to our estimate of expected volatility, the estimated fair value of the Financing Warrant and the Acquisition Warrants would change by approximately $0.5 million and $0.7 million , respectively, while an increase or decrease of five percent in our stock price would result in a change of approximately $0.3 million and $0.5 million , respectively, in the estimated fair value. The following table presents the reconciliation of the beginning and ending balances of the liabilities associated with the Acquisition Warrants, the Financing Warrant and the Warrants issued in February 2012 that remain outstanding (in thousands): Six Months Ended June 30, Year Ended December 31, 2016 2015 Balance at beginning of period $ 19,195 $ 512 New warrant issuances — 13,252 Increase (decrease) in fair value (3,338 ) 5,431 Balance at end of period $ 15,857 $ 19,195 At June 30, 2016 , the price of our common stock was less than the exercise price of the Acquisition Warrants, effectively precluding exercise of the warrants. However, each holder has the right to sell its Acquisition Warrant back to us on its expiration date in exchange for shares of our common stock having a value equivalent to the value of the Acquisition Warrant at closing of the Vegas.com Acquisition (reduced pro rata based on the percentage of the Acquisition Warrant exercised), provided that this put option terminates if the closing price of our common stock equals or exceeds $10.16 for any 20 trading days during a period of 30 consecutive trading days at any time on or prior to the expiration date. If the holders had exercised the put option as if June 30, 2016 was the expiration date of the Acquisition Warrants, we would have issued to the holders 2,217,295 shares with a fair value of $4.24 per share. The number of shares issuable upon exercise of the put option is calculated based on the volume weighted average price of our common stock during the 30 trading days ending on the warrants’ expiration date (“30-day VWAP”); the more that the 30-day VWAP decreases, the number of shares we would issue to the holders increases significantly. Contingent Consideration Issued in Business Acquisition We used the discounted cash flow valuation technique to estimate the fair value of the liability related to the Earnout Payments stipulated by the Purchase Agreement related to the Vegas.com Acquisition. The significant unobservable inputs that we used, which we classify in Level 3 of the fair value hierarchy, were projected earnings before interest, taxes, depreciation and amortization (“EBITDA”), the probability of achieving certain amounts of EBITDA, and the rate used to discount the liability. The following table presents the reconciliation of the beginning and ending balances of the liability associated with the Earnout Payments (in thousands): June 30, 2016 Balance at beginning of period $ 2,700 Change in fair value of contingent consideration 70 Balance at end of period $ 2,770 On the Condensed Consolidated Balance Sheet, we included the current portion of the liability for contingent consideration as a component of Accrued expense and other liabilities, and the long-term portion as a component of Other liabilities (see Note 12 ).

RESTRICTED CASH

RESTRICTED CASH	6 Months Ended
	Jun. 30, 2016
Cash and Cash Equivalents [Abstract]
RESTRICTED CASH	NOTE 5. RESTRICTED CASH Our restricted cash balance represents amounts that secure our obligations under the Letter of Credit Facility Agreement and the Financing Agreement, both of which are related to the Vegas.com Acquisition.

INVESTMENT IN UNCONSOLIDATED AF

INVESTMENT IN UNCONSOLIDATED AFFILIATE	6 Months Ended
	Jun. 30, 2016
Noncontrolling Interest [Abstract]
INVESTMENT IN UNCONSOLIDATED AFFILIATE	NOTE 6. INVESTMENT IN UNCONSOLIDATED AFFILIATE In 2009, we co-founded a U.S.-based venture, Sharecare, to build a web-based platform that simplifies the search for health and wellness information. The other co-founders of Sharecare were Dr. Mehmet Oz, HARPO Productions, Discovery Communications, Jeff Arnold and Sony Pictures Television. As of June 30, 2016 , we owned approximately five percent of Sharecare’s issued stock and maintained representation on its Board of Directors.

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	6 Months Ended
	Jun. 30, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	NOTE 7. PREPAID EXPENSE AND OTHER CURRENT ASSETS The following table presents the components of prepaid expense and other current assets (in thousands): June 30, 2016 December 31, 2015 Prepaid expense $ 1,908 $ 1,675 Deposits 166 189 Inventory 570 526 Other current assets 255 247 Total $ 2,899 $ 2,637

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	6 Months Ended
	Jun. 30, 2016
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 8. PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands, except estimated lives): Estimated Life (Years) June 30, December 31, 2015 Vehicles 2 $ 150 $ 150 Computers and equipment 2 - 12 1,110 1,051 Furniture and fixtures 2 - 9 243 241 Software 3 - 5 18,062 16,876 Software development in progress 1,087 865 Leasehold improvements 1 47 47 Total property, equipment and software $ 20,699 $ 19,230 Less accumulated depreciation (4,174 ) (1,892 ) Total property, equipment and software, net $ 16,525 $ 17,338 For the six months ended June 30, 2016 , depreciation (and amortization of software) expense was $2.3 million . Depreciation (and amortization of software) expense for the comparable period in 2015 was nominal.

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS	NOTE 9. GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes intangible assets by category (in thousands): June 30, 2016 December 31, 2015 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 4,200 $ (1,357 ) $ 2,843 $ 4,200 $ (1,160 ) $ 3,040 Customer relationships 23,866 (4,181 ) 19,685 23,866 (1,973 ) 21,893 Media broadcast rights 1,350 (248 ) 1,102 1,350 (113 ) 1,237 Acquired technology 436 (189 ) 247 436 (145 ) 291 Other intangible assets 68 (48 ) 20 68 (38 ) 30 $ 29,920 $ (6,023 ) $ 23,897 $ 29,920 $ (3,429 ) $ 26,491 Indefinite-lived intangible assets Trademarks and trade names $ 8,276 $ 8,276 $ 8,276 $ 8,276 License to operate in China 100 100 100 100 Total intangible assets $ 38,296 $ 32,273 $ 38,296 $ 34,867 Total amortization expense was $2.6 million and $0.4 million for the six months ended June 30, 2016 and 2015 , respectively. The following table summarizes the changes in goodwill during the six months ended June 30, 2016 and the year ended December 31, 2015 (in thousands): Six Months Ended June 30, 2016 Year Ended December 31, 2015 Travel and Entertainment Segment Corporate Entity and Other Business Units Total Travel and Entertainment Segment Corporate Entity and Other Business Units Total Balance at beginning of period $ 18,514 $ 1,823 $ 20,337 $ 3,470 $ 1,823 $ 5,293 Business acquisitions — — — 15,044 — 15,044 Balance at end of period $ 18,514 $ 1,823 $ 20,337 $ 18,514 $ 1,823 $ 20,337

CAPITAL LEASE

CAPITAL LEASE	6 Months Ended
	Jun. 30, 2016
Capital Lease Obligations [Abstract]
CAPITAL LEASE	NOTE 10. CAPITAL LEASE Our Vegas.com subsidiary has leased certain computer hardware and related software that processes and stores its production data. Under the agreement, we will make one more payment of approximately $0.2 million in June 2017. After the final payment in June 2017, ownership of the hardware and software transfers to us.

LONG-TERM DEBT

LONG-TERM DEBT	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
LONG-TERM DEBT	NOTE 11. LONG-TERM DEBT The following table presents long-term debt as of June 30, 2016 (in thousands): June 30, 2016 December 31, 2015 Loan due September 2018 $ 27,500 27,500 Unamortized discount (4,744 ) (5,546 ) Unamortized debt issuance cost (290 ) (338 ) Carrying value of Loan 22,466 21,616 Exit fee payable in relation to Loan 2,000 2,000 Convertible promissory note payable to an accredited investor 100 100 Total long-term debt $ 24,566 $ 23,716 Less: current portion (100 ) (100 ) Long-term debt, less current portion and net of discount and debt issuance cost 24,466 23,616 On September 24, 2015, we entered into the Financing Agreement, pursuant to which the Lenders provided us with the $27.5 million Loan, which bears interest at three-month LIBOR (with a floor of 1% ) plus 10% per annum, payable monthly, and has a maturity date of September 24, 2018. As of June 30, 2016 , the applicable interest rate was 11% per annum. In addition to the Financing Agreement, we also entered into a security agreement dated as of the same date (the “Security Agreement”) with the other Borrowers and the Guarantors for the benefit of MGG, as collateral agent for the Secured Parties referred to therein, to secure the obligations of the Borrowers and the Guarantors under the Financing Agreement. The Security Agreement provides for a first-priority lien on, and security interest in, all assets of Remark and our subsidiaries, subject to certain exceptions. The Financing Agreement and the Security Agreement contain representations, warranties, affirmative and negative covenants (including financial covenants with respect to quarterly EBITDA levels and the value of our assets), events of default, indemnifications and other provisions customary for financings of this type. The occurrence of any event of default under the Financing Agreement may result in the Loan amount outstanding and unpaid interest thereon, becoming immediately due and payable. At June 30, 2016 , we were not in compliance with a financial covenant requiring minimum consolidated EBITDA of Remark and its subsidiaries for the four fiscal quarter period ended June 30, 2016 of $191 thousand , as our actual consolidated EBITDA for such period was ($248) thousand , each as calculated on an annualized basis in accordance with the terms of the Financing Agreement. We obtained a waiver in August 2016 for this event, and the Lenders are working with us to adjust the EBITDA covenant thresholds such that we expect to meet the covenants in future fiscal quarters.

OTHER LIABILITIES

OTHER LIABILITIES	6 Months Ended
	Jun. 30, 2016
Other Liabilities Disclosure [Abstract]
OTHER LIABILITIES	NOTE 12. OTHER LIABILITIES The following table presents the components of other liabilities (in thousands): June 30, 2016 December 31, 2015 Contingent consideration liability, net of current portion $ 1,800 $ 2,700 Capital lease obligation, net of current portion — 179 Other 25 25 Total $ 1,825 $ 2,904

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 13. COMMITMENTS AND CONTINGENCIES Commitments On February 29, 2016, we entered into a new lease for office space to serve as our corporate headquarters for a period of eight years. Based upon our planned use of lease incentives, we expect to pay approximately $10.6 million of base rent over the lease term. Upon executing the lease, we paid the landlord a $1.25 million security deposit which we have reported in Other long-term assets. Barring any default under the lease terms and upon our request, on the 12 -month anniversary of the lease and at the end of each subsequent 6 -month period until the 30 -month anniversary, the landlord will return to us a portion of the security deposit, with all of such repayments aggregating to approximately $1.0 million . The landlord will return the remaining balance of the security deposit to us within 30 days of the later of the end of the lease or our surrender of the premises, to the extent portions of the security deposit are not applied to unpaid amounts otherwise due under the lease. Pursuant to the CBG Purchase Agreement, subject to the terms and conditions thereof, we have agreed to acquire the Target Entities for a Purchase Price including (i) $7.5 million of cash and (ii) the CBG Warrants to purchase up to 6,250,000 shares of our common stock at an exercise price of $10.00 per share, subject to certain anti-dilution adjustments. At closing, the parties will deposit a portion of the Purchase Price, including $375,000 in cash and CBG Warrants to purchase 312,500 shares of our common stock, into escrow for 15 months to secure certain obligations of CBG under the CBG Purchase Agreement. The cash portion of the Purchase Price may be adjusted based on the difference between the working capital of the Target Entities at closing and a specified target. The CBG Purchase Agreement is subject to customary termination provisions, and also may be terminated by any party if (i) the sanction of the Grand Court of the Cayman Islands has not been obtained or (ii) closing has not occurred on or before August 8, 2016. Contingencies We are neither a defendant in any material pending legal proceeding nor are we aware of any material threatened claims against us; therefore, we have not accrued any contingent liabilities.

STOCKHOLDERS' EQUITY AND NET LO

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 2016
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE	NOTE 14. STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE Authorized Shares On June 7, 2016, at our 2016 annual meeting of stockholders, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock to 100,000,000 , and we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 7, 2016 to reflect this amendment, which became effective immediately upon filing. Equity Issuances During the six months ended June 30, 2016 , we issued a total of 519,478 shares of our common stock to investors in certain private placements in exchange for approximately $2.3 million in cash. Stock-Based Compensation We are authorized to issue equity-based awards under our 2006 Equity Incentive Plan, our 2010 Equity Incentive Plan and our 2014 Incentive Plan, each of which our stockholders have approved. We grant such awards to attract, retain and motivate eligible officers, directors, employees and consultants. Under each of the plans, we have granted shares of restricted stock and options to purchase common stock to our officers and employees with exercise prices equal to or greater than the fair value of the underlying shares on the grant date. Stock options awarded generally expire 10 years from the grant date. All forms of equity awards vest upon the passage of time, the attainment of performance criteria, or both. The following table summarizes the stock option activity under our equity incentive plans as of June 30, 2016 , and changes during the six months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2016 4,327,653 $ 6.23 Granted 2,010,050 4.46 Exercised (29,700 ) 4.09 Forfeited, cancelled or expired (189,625 ) 5.12 Outstanding at June 30, 2016 6,118,378 $ 5.65 8.3 $ 423 Options exercisable at June 30, 2016 4,908,231 $ 5.92 8.1 $ 418 In addition, on January 11, 2016, our stockholders approved the grant of an option to purchase 350,000 shares of our common stock at an exercise price of $4.10 per share to Kai-Shing Tao, our Chief Executive Officer and Chairman of the Board. We recorded the entire $1.0 million of compensation expense associated with this award because Mr. Tao had fully vested in the award at the time we received stockholder approval. The following table summarizes the restricted stock activity under our equity incentive plans as of June 30, 2016 , and changes during the six months then ended: Shares Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2016 — $ — Granted 31,983 150 Vested (15,992 ) 75 Forfeited — — Non-vested at June 30, 2016 15,991 $ 75 We incurred share-based compensation expense of $1.0 million and $0.8 million , respectively, during the three months ended June 30, 2016 and 2015 , and of $2.4 million and $1.4 million , respectively, during the six months ended June 30, 2016 and 2015 . Net Income (Loss) per Share For the three and six months ended June 30, 2016 and 2015 , there were no reconciling items related to either the numerator or denominator of the loss per share calculation. Securities which would have been anti-dilutive to a calculation of diluted earnings per share include: • the outstanding stock options described above; • the outstanding Acquisition Warrants, which may be exercised to purchase 8,601,410 shares of our common stock at an exercise price of $9.00 per share, and the outstanding Financing Warrant, which may be exercised to purchase 2,629,249 shares of our common stock at an exercise price of $8.83 per share; • the warrants issued in conjunction with our acquisition of Hotelmobi, Inc., which may be exercised to purchase 1,000,000 shares of our common stock, half at an exercise price of $8.00 per share and half at an exercise price of $12.00 per share; and • the warrants issued in conjunction with a private placement in 2012, which may be exercised to purchase 215,278 shares of our common stock at an exercise price of $4.96 per share.

SEGMENT INFORMATION

SEGMENT INFORMATION	6 Months Ended
	Jun. 30, 2016
Segment Reporting [Abstract]
SEGMENT INFORMATION	NOTE 15. SEGMENT INFORMATION The following tables present certain information regarding our travel and entertainment segment for the three and six months ended June 30, 2016 . Because the comparative amounts for the three and six months ended June 30, 2015 were not material for the segment, we have not presented such information. In the presentation of our segment information, we include Adjusted EBITDA, which is a “non-GAAP financial measure” as defined in Item 10(e) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”). We use Adjusted EBITDA as a supplement to operating income (loss), the most comparable GAAP financial measure, to evaluate the operational performance of our reportable segment. Adjusted EBITDA represents operating income (loss) plus depreciation and amortization expense, share-based compensation expense, and net other income, less other loss. You should not consider our presentation of Adjusted EBITDA in isolation, or consider it superior to, or as a substitute for, financial information prepared and presented in accordance with GAAP. You should also note that our calculation of Adjusted EBITDA may be different from the calculation of Adjusted EBITDA or similarly-titled non-GAAP financial measures used by other companies; therefore, our Adjusted EBITDA may not be comparable to such other measures. The following table presents certain financial information for our travel and entertainment segment (in thousands): Segment Corporate Entity and Other Consolidated Three Months Ended June 30, 2016 GAAP financial measures: Net revenue $ 14,234 $ 741 $ 14,975 Operating loss $ 405 $ (3,908 ) $ (3,503 ) Non-GAAP financial measure: Adjusted EBITDA $ 2,419 $ (2,522 ) $ (103 ) Six Months Ended June 30, 2016 GAAP financial measures: Net revenue $ 27,777 $ 1,452 $ 29,229 Operating loss $ (978 ) $ (7,701 ) $ (8,679 ) Non-GAAP financial measure: Adjusted EBITDA $ 3,064 $ (4,510 ) $ (1,446 ) The following table reconciles Adjusted EBITDA for the segment and for the corporate entity and other business units to Operating loss (in thousands): Segment Corporate Entity and Other Consolidated Three Months Ended June 30, 2016 Adjusted EBITDA $ 2,419 $ (2,522 ) (103 ) Less: Depreciation and amortization (2,013 ) (466 ) (2,479 ) Share-based compensation expense — (988 ) (988 ) Other income, net (1 ) — (1 ) Plus: Other loss — 68 68 Operating loss $ 405 $ (3,908 ) $ (3,503 ) Six Months Ended June 30, 2016 Adjusted EBITDA $ 3,064 $ (4,510 ) (1,446 ) Less: Depreciation and amortization (4,012 ) (864 ) (4,876 ) Share-based compensation expense — (2,398 ) (2,398 ) Other income, net (30 ) — (30 ) Plus: Other loss — 71 71 Operating loss $ (978 ) $ (7,701 ) $ (8,679 ) The following table presents total assets for our travel and entertainment segment as of June 30, 2016 (in thousands): Total Assets Travel and entertainment segment $ 80,388 Corporate entity and other business units 15,064 Consolidated $ 95,452 During the three and six months ended June 30, 2016 , capital expenditures for the travel and entertainment segment totaled $0.4 million and $0.7 million , respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2016
Related Party Transactions [Abstract]
SUBSEQUENT EVENTS	NOTE 16. SUBSEQUENT EVENTS On August 10, 2016, we issued a total of 444,444 shares of our common stock in a private placement in exchange for $2.0 million . Except for an amount equal to the par value of the shares issued, we recorded the proceeds in additional paid-in capital.

SUMMARY OF SIGNIFICANT ACCOUN22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Basis of Accounting	We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of June 30, 2016 , with the audited Consolidated Balance Sheet amounts as of December 31, 2015 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Statements of Cash Flows in accordance with the instructions for Form 10-Q. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading. Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period. Management believes our unaudited condensed consolidated interim financial statements include all the normal recurring adjustments necessary to fairly present our unaudited Condensed Consolidated Balance Sheet as of June 30, 2016 , our unaudited Condensed Consolidated Statements of Operations and our unaudited Condensed Consolidated Statements of Cash Flows for all periods presented. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our consolidated financial statements and footnotes included within our Annual Report on Form 10-K for the year ended December 31, 2015 (the “ 2015 Form 10-K”).
Consolidation	Consolidation We include all of our subsidiaries in our consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. The equity of certain of our subsidiaries is either partially or fully held by citizens of the country of incorporation to comply with local laws and regulations.
Use of Estimates	Use of Estimates We prepare our consolidated financial statements in conformity with GAAP. While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, intangible assets, the useful lives of property and equipment, stock-based compensation, the fair value of the warrant liability and income taxes, among other items.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) modified the Accounting Standards Codification by issuing Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which outlines a single, comprehensive model for an entity to use to ensure that it recognizes revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For us, the amendments in ASU 2014-09 are effective for fiscal years beginning after December 15, 2017, including interim periods therein. As a result of the Vegas.com Acquisition (as defined below), we are re-evaluating whether this guidance will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof. We have reviewed all recently issued accounting pronouncements. The pronouncements that we have already adopted, including ASU 2016-09, Compensation—Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting, did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2016
Fair Value Disclosures [Abstract]
Quantitative inputs	The following table presents the quantitative inputs, which we classify in Level 3 of the fair value hierarchy, used in estimating the fair value of the warrants: June 30, December 31, 2015 Warrants issued in February 2012 Annual dividend rate — % — % Expected volatility 45.00 % 55.00 % Risk-free interest rate 0.47 % 0.92 % Expected remaining term (years) 1.16 1.66 Financing Warrant Annual dividend rate — % — % Expected volatility 50.00 % 55.00 % Risk-free interest rate 0.90 % 1.70 % Expected remaining term (years) 4.23 4.73 Acquisition Warrants Annual dividend rate — % — % Expected volatility 50.00 % 55.00 % Risk-free interest rate 0.90 % 1.76 % Expected remaining term (years) 4.23 4.74
Reconciliation of liabilities of warrants	The following table presents the reconciliation of the beginning and ending balances of the liabilities associated with the Acquisition Warrants, the Financing Warrant and the Warrants issued in February 2012 that remain outstanding (in thousands): Six Months Ended June 30, Year Ended December 31, 2016 2015 Balance at beginning of period $ 19,195 $ 512 New warrant issuances — 13,252 Increase (decrease) in fair value (3,338 ) 5,431 Balance at end of period $ 15,857 $ 19,195
Reconciliation of earnout payments	The following table presents the reconciliation of the beginning and ending balances of the liability associated with the Earnout Payments (in thousands): June 30, 2016 Balance at beginning of period $ 2,700 Change in fair value of contingent consideration 70 Balance at end of period $ 2,770

PREPAID EXPENSES AND OTHER CU24

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)	6 Months Ended
	Jun. 30, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expense and other current assets	The following table presents the components of prepaid expense and other current assets (in thousands): June 30, 2016 December 31, 2015 Prepaid expense $ 1,908 $ 1,675 Deposits 166 189 Inventory 570 526 Other current assets 255 247 Total $ 2,899 $ 2,637

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 30, 2016
Property, Plant and Equipment [Abstract]
Property and equipment	Property and equipment consist of the following (in thousands, except estimated lives): Estimated Life (Years) June 30, December 31, 2015 Vehicles 2 $ 150 $ 150 Computers and equipment 2 - 12 1,110 1,051 Furniture and fixtures 2 - 9 243 241 Software 3 - 5 18,062 16,876 Software development in progress 1,087 865 Leasehold improvements 1 47 47 Total property, equipment and software $ 20,699 $ 19,230 Less accumulated depreciation (4,174 ) (1,892 ) Total property, equipment and software, net $ 16,525 $ 17,338

GOODWILL AND OTHER INTANGIBLE26

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-Lived Intangible Assets	The following table summarizes intangible assets by category (in thousands): June 30, 2016 December 31, 2015 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 4,200 $ (1,357 ) $ 2,843 $ 4,200 $ (1,160 ) $ 3,040 Customer relationships 23,866 (4,181 ) 19,685 23,866 (1,973 ) 21,893 Media broadcast rights 1,350 (248 ) 1,102 1,350 (113 ) 1,237 Acquired technology 436 (189 ) 247 436 (145 ) 291 Other intangible assets 68 (48 ) 20 68 (38 ) 30 $ 29,920 $ (6,023 ) $ 23,897 $ 29,920 $ (3,429 ) $ 26,491 Indefinite-lived intangible assets Trademarks and trade names $ 8,276 $ 8,276 $ 8,276 $ 8,276 License to operate in China 100 100 100 100 Total intangible assets $ 38,296 $ 32,273 $ 38,296 $ 34,867
Indefinite-Lived Intangible Assets	The following table summarizes intangible assets by category (in thousands): June 30, 2016 December 31, 2015 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 4,200 $ (1,357 ) $ 2,843 $ 4,200 $ (1,160 ) $ 3,040 Customer relationships 23,866 (4,181 ) 19,685 23,866 (1,973 ) 21,893 Media broadcast rights 1,350 (248 ) 1,102 1,350 (113 ) 1,237 Acquired technology 436 (189 ) 247 436 (145 ) 291 Other intangible assets 68 (48 ) 20 68 (38 ) 30 $ 29,920 $ (6,023 ) $ 23,897 $ 29,920 $ (3,429 ) $ 26,491 Indefinite-lived intangible assets Trademarks and trade names $ 8,276 $ 8,276 $ 8,276 $ 8,276 License to operate in China 100 100 100 100 Total intangible assets $ 38,296 $ 32,273 $ 38,296 $ 34,867
Goodwill	The following table summarizes the changes in goodwill during the six months ended June 30, 2016 and the year ended December 31, 2015 (in thousands): Six Months Ended June 30, 2016 Year Ended December 31, 2015 Travel and Entertainment Segment Corporate Entity and Other Business Units Total Travel and Entertainment Segment Corporate Entity and Other Business Units Total Balance at beginning of period $ 18,514 $ 1,823 $ 20,337 $ 3,470 $ 1,823 $ 5,293 Business acquisitions — — — 15,044 — 15,044 Balance at end of period $ 18,514 $ 1,823 $ 20,337 $ 18,514 $ 1,823 $ 20,337

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Schedule of long-term debt instruments	The following table presents long-term debt as of June 30, 2016 (in thousands): June 30, 2016 December 31, 2015 Loan due September 2018 $ 27,500 27,500 Unamortized discount (4,744 ) (5,546 ) Unamortized debt issuance cost (290 ) (338 ) Carrying value of Loan 22,466 21,616 Exit fee payable in relation to Loan 2,000 2,000 Convertible promissory note payable to an accredited investor 100 100 Total long-term debt $ 24,566 $ 23,716 Less: current portion (100 ) (100 ) Long-term debt, less current portion and net of discount and debt issuance cost 24,466 23,616

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2016
Other Liabilities Disclosure [Abstract]
Other Liabilities	The following table presents the components of other liabilities (in thousands): June 30, 2016 December 31, 2015 Contingent consideration liability, net of current portion $ 1,800 $ 2,700 Capital lease obligation, net of current portion — 179 Other 25 25 Total $ 1,825 $ 2,904

STOCKHOLDERS' EQUITY AND NET 29

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2016
Stockholders' Equity Note [Abstract]
Stock option activity under equity incentive plans	The following table summarizes the stock option activity under our equity incentive plans as of June 30, 2016 , and changes during the six months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2016 4,327,653 $ 6.23 Granted 2,010,050 4.46 Exercised (29,700 ) 4.09 Forfeited, cancelled or expired (189,625 ) 5.12 Outstanding at June 30, 2016 6,118,378 $ 5.65 8.3 $ 423 Options exercisable at June 30, 2016 4,908,231 $ 5.92 8.1 $ 418
Restricted stock activity under incentive plans	The following table summarizes the restricted stock activity under our equity incentive plans as of June 30, 2016 , and changes during the six months then ended: Shares Weighted-Average Grant-Date Fair Value Non-vested at January 1, 2016 — $ — Granted 31,983 150 Vested (15,992 ) 75 Forfeited — — Non-vested at June 30, 2016 15,991 $ 75

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2016
Segment Reporting [Abstract]
Reconciliation of Adjusted EBITDA	The following table presents certain financial information for our travel and entertainment segment (in thousands): Segment Corporate Entity and Other Consolidated Three Months Ended June 30, 2016 GAAP financial measures: Net revenue $ 14,234 $ 741 $ 14,975 Operating loss $ 405 $ (3,908 ) $ (3,503 ) Non-GAAP financial measure: Adjusted EBITDA $ 2,419 $ (2,522 ) $ (103 ) Six Months Ended June 30, 2016 GAAP financial measures: Net revenue $ 27,777 $ 1,452 $ 29,229 Operating loss $ (978 ) $ (7,701 ) $ (8,679 ) Non-GAAP financial measure: Adjusted EBITDA $ 3,064 $ (4,510 ) $ (1,446 ) The following table reconciles Adjusted EBITDA for the segment and for the corporate entity and other business units to Operating loss (in thousands): Segment Corporate Entity and Other Consolidated Three Months Ended June 30, 2016 Adjusted EBITDA $ 2,419 $ (2,522 ) (103 ) Less: Depreciation and amortization (2,013 ) (466 ) (2,479 ) Share-based compensation expense — (988 ) (988 ) Other income, net (1 ) — (1 ) Plus: Other loss — 68 68 Operating loss $ 405 $ (3,908 ) $ (3,503 ) Six Months Ended June 30, 2016 Adjusted EBITDA $ 3,064 $ (4,510 ) (1,446 ) Less: Depreciation and amortization (4,012 ) (864 ) (4,876 ) Share-based compensation expense — (2,398 ) (2,398 ) Other income, net (30 ) — (30 ) Plus: Other loss — 71 71 Operating loss $ (978 ) $ (7,701 ) $ (8,679 ) The following table presents total assets for our travel and entertainment segment as of June 30, 2016 (in thousands): Total Assets Travel and entertainment segment $ 80,388 Corporate entity and other business units 15,064 Consolidated $ 95,452

ORGANIZATION AND BUSINESS (Det

ORGANIZATION AND BUSINESS (Details) - USD ($)	Aug. 08, 2016	Jul. 05, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Sep. 24, 2015	Dec. 31, 2014
Description of Business [Line Items]
Accumulated deficit			$ 169,241,000		$ 169,241,000		$ 161,434,000
Cash and cash equivalents			8,038,000	$ 844,000	8,038,000	$ 844,000	5,422,000		$ 1,525,000
Working capital			(22,900,000)		(22,900,000)
Revenue, net			14,975,000	821,000	29,229,000	1,624,000
Intangible assets			23,897,000		23,897,000		26,491,000
Property and equipment, net			16,525,000		$ 16,525,000		17,338,000
Common Stock
Description of Business [Line Items]
Common stock issuances (in shares)					519,478
Common stock issuances					$ 2,300,000
Loans Payable
Description of Business [Line Items]
Original principal amount			$ 27,500,000		$ 27,500,000		27,500,000	$ 27,500,000
Cost of Revenue
Description of Business [Line Items]
Prior Period Reclassification Adjustment				(82,000)		(120,000)
Other Operating Expense
Description of Business [Line Items]
Prior Period Reclassification Adjustment				$ (22,000)		$ (47,000)
Adjustment | Internally Developed Software
Description of Business [Line Items]
Intangible assets							(9,900,000)
Property and equipment, net							$ 9,900,000
Subsequent Event | China Branding Group Limited
Description of Business [Line Items]
Payments to acquire businesses, gross	$ 7,500,000	$ 7,500,000
Term of warrants		4 years
Equity interests issued (in shares)	6,250,000	6,250,000
Fair value per warrant (usd per share)	$ 10	$ 10

BUSINESS ACQUISITION (Details)

BUSINESS ACQUISITION (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 24, 2015	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Business Acquisition [Line Items]
Goodwill		$ 20,337	$ 20,337	$ 5,293
Vegas.com | Letter of Credit
Business Acquisition [Line Items]
Current borrowing capacity	$ 9,300
Vegas.com LLC
Business Acquisition [Line Items]
Total purchase consideration	36,600
Goodwill	15,000
Net identifiable assets acquired	$ 21,600
Vegas.com LLC | Warrant
Business Acquisition [Line Items]
Equity interests issued (in shares)	8,601,410
Share price (usd per share)	$ 9
Vegas.com LLC | Warrant | MGG Investment Group LP
Business Acquisition [Line Items]
Equity interests issued (in shares)	2,629,249
Share price (usd per share)	$ 8.83

FAIR VALUE MEASUREMENTS - Sche

FAIR VALUE MEASUREMENTS - Schedule of Assumptions Used in Calculating the Fair Value of Warrants (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Warrants Issued February 2012
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Annual dividend rate	0.00%	0.00%
Expected volatility	45.00%	55.00%
Risk-free interest rate	0.47%	0.92%
Expected remaining term (years)	1 year 1 month 28 days	1 year 7 months 28 days
Warrants Issued September 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Annual dividend rate	0.00%	0.00%
Expected volatility	50.00%	55.00%
Risk-free interest rate	0.90%	1.70%
Expected remaining term (years)	4 years 2 months 22 days	4 years 8 months 22 days
Warrant | Vegas.com LLC
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Annual dividend rate	0.00%	0.00%
Expected volatility	50.00%	55.00%
Risk-free interest rate	0.90%	1.76%
Expected remaining term (years)	4 years 2 months 22 days	4 years 8 months 25 days

FAIR VALUE MEASUREMENTS - Narr

FAIR VALUE MEASUREMENTS - Narrative (Details) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2016USD ($)future_eventsday$ / sharesshares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated future equity financing events | future_events	2
Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price trigger (usd per share) | $ / shares	$ 10.16
Threshold trading days | day	20
Threshold consecutive trading days	30 days
Changes in fair value resulting from 5% increase in expected volatility	$ 0.5
Changes in fair value resulting from 5% decrease in expected volatility	0.7
Changes in fair value resulting from 5% increase of stock price	0.5
Changes in fair value resulting from 5% decrease of stock price	$ 0.3
Warrants that would have been issued to holders on as-exercised basis (shares) | shares	2,217,295
Fair value per warrant on as-exercised basis (usd per share) | $ / shares	$ 4.24

FAIR VALUE MEASUREMENTS - Chan

FAIR VALUE MEASUREMENTS - Change in Fair Value of Warrants Accounted for as Derivative Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Change in the Fair Value of Warrants
Balance at beginning of period	$ 19,195	$ 512
New warrant issuances	0	13,252
Increase (decrease) in fair value	(3,338)	5,431
Balance at end of period	15,857	19,195
Vegas.com LLC
Contingent Consideration
Balance at beginning of period	2,700
Change in fair value of contingent consideration	70
Balance at end of period	$ 2,770	$ 2,700

INVESTMENT IN UNCONSOLIDATED 36

INVESTMENT IN UNCONSOLIDATED AFFILIATE (Details)	Jun. 30, 2016
Sharecare
Noncontrolling Interest [Line Items]
Ownership percentage in unconsolidated affiliate	5.00%

PREPAID EXPENSES AND OTHER CU37

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Prepaid Expense and Other Current Assets
Prepaid expense	$ 1,908	$ 1,675
Deposits	166	189
Inventory	570	526
Other current assets	255	247
Total	$ 2,899	$ 2,637

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Total property, equipment and software	$ 20,699	$ 20,699	$ 19,230
Less accumulated depreciation	(4,174)	(4,174)	(1,892)
Total property, equipment and software, net	16,525	16,525	17,338
Depreciation and amortization	0	$ 2,300
Vehicles
Property, Plant and Equipment [Line Items]
Estimated Life (Years)		2 years
Total property, equipment and software	150	$ 150	150
Computers and equipment
Property, Plant and Equipment [Line Items]
Total property, equipment and software	1,110	1,110	1,051
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property, equipment and software	243	243	241
Software
Property, Plant and Equipment [Line Items]
Total property, equipment and software	18,062	18,062	16,876
Software development in progress
Property, Plant and Equipment [Line Items]
Total property, equipment and software	1,087	$ 1,087	865
Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated Life (Years)		1 year
Total property, equipment and software	$ 47	$ 47	$ 47
Minimum | Computers and equipment
Property, Plant and Equipment [Line Items]
Estimated Life (Years)		2 years
Minimum | Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Life (Years)		2 years
Minimum | Software
Property, Plant and Equipment [Line Items]
Estimated Life (Years)		3 years
Maximum | Computers and equipment
Property, Plant and Equipment [Line Items]
Estimated Life (Years)		12 years
Maximum | Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated Life (Years)		9 years
Maximum | Software
Property, Plant and Equipment [Line Items]
Estimated Life (Years)		5 years

GOODWILL AND OTHER INTANGIBLE39

GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets Rollforward (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Finite-lived intangible assets
Gross Amount	$ 29,920		$ 29,920
Accumulated Amortization	(6,023)		(3,429)
Net Amount	23,897		26,491
Indefinite-lived intangible assets
Total intangible assets, Gross Amount	38,296		38,296
Total intangible assets, Net Amount	32,273		34,867
Amortization expense	2,600	$ 400
Trademarks and trade names
Indefinite-lived intangible assets
Indefinite lived intangible assets	8,276		8,276
License to operate in China
Indefinite-lived intangible assets
Indefinite lived intangible assets	100		100
Domain names
Finite-lived intangible assets
Gross Amount	4,200		4,200
Accumulated Amortization	(1,357)		(1,160)
Net Amount	2,843		3,040
Customer relationships
Finite-lived intangible assets
Gross Amount	23,866		23,866
Accumulated Amortization	(4,181)		(1,973)
Net Amount	19,685		21,893
Media broadcast rights
Finite-lived intangible assets
Gross Amount	1,350		1,350
Accumulated Amortization	(248)		(113)
Net Amount	1,102		1,237
Acquired technology
Finite-lived intangible assets
Gross Amount	436		436
Accumulated Amortization	(189)		(145)
Net Amount	247		291
Other intangible assets
Finite-lived intangible assets
Gross Amount	68		68
Accumulated Amortization	(48)		(38)
Net Amount	$ 20		$ 30

GOODWILL AND OTHER INTANGIBLE40

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill Rollforward (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Goodwill [Roll Forward]
Balance at beginning of period	$ 20,337	$ 5,293
Business acquisitions	0	15,044
Balance at end of period	20,337	20,337
Operating Segments | Travel and entertainment segment
Goodwill [Roll Forward]
Balance at beginning of period	18,514	3,470
Business acquisitions	0	15,044
Balance at end of period	18,514	18,514
Operating Segments | Corporate entity and other business units
Goodwill [Roll Forward]
Balance at beginning of period	1,823	1,823
Business acquisitions	0	0
Balance at end of period	$ 1,823	$ 1,823

CAPITAL LEASE (Details)

CAPITAL LEASE (Details) - Vegas.com $ in Millions	6 Months Ended
	Jun. 30, 2016USD ($)payment
Capital Leased Assets [Line Items]
Number of payments remaining | payment	1
Annual rental payments | $	$ 0.2

LONG-TERM DEBT - Narrative (De

LONG-TERM DEBT - Narrative (Details) - USD ($)	Sep. 24, 2015	Jun. 30, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Minimum consolidated EBITDA (loss)		$ 191,000
Consolidated EBITDA (loss)		(248,000)
Loans Payable
Debt Instrument [Line Items]
Original principal amount	$ 27,500,000	$ 27,500,000	$ 27,500,000
Interest rate floor of variable rate	1.00%
Effective interest rate		11.00%
Exit fee		$ 2,000,000	$ 2,000,000
LIBOR | Loans Payable
Debt Instrument [Line Items]
Basis spread on variable rate	10.00%

LONG-TERM DEBT - Schedule of D

LONG-TERM DEBT - Schedule of Debt Instruments (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015	Sep. 24, 2015
Debt Instrument [Line Items]
Total long-term debt	$ 24,566,000	$ 23,716,000
Less: current portion	(100,000)	(100,000)
Long-term debt, less current portion and net of discount and debt issuance cost	24,466,000	23,616,000
Loans Payable
Debt Instrument [Line Items]
Original principal amount	27,500,000	27,500,000	$ 27,500,000
Unamortized discount	(4,744,000)	(5,546,000)
Unamortized debt issuance cost	(290,000)	(338,000)
Exit fee payable in relation to Loan	2,000,000	2,000,000
Total long-term debt	22,466,000	21,616,000
Accredited Investor | Convertible Promissory Notes
Debt Instrument [Line Items]
Notes payable	$ 100,000	$ 100,000

OTHER LIABILITIES (Details)

OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Other Liabilities Disclosure [Abstract]
Contingent consideration liability, net of current portion	$ 1,800	$ 2,700
Capital lease obligation, net of current portion	0	179
Other	25	25
Total	$ 1,825	$ 2,904

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Aug. 08, 2016	Jul. 05, 2016	Feb. 29, 2016
Business Acquisition [Line Items]
Term of contract			8 years
Future minimum payments due			$ 10,600,000
Security deposit			$ 1,250,000
Security deposit return, term before first receipt			12 months
Security deposit return, frequency of receipts			6 months
Security deposit return, term of last receipt			30 months
Aggregate returnable amount of security deposit			$ 1,000,000
Security deposit return, term after end of lease for receipt of balance			30 days
Subsequent Event | China Branding Group Limited
Business Acquisition [Line Items]
Payments to acquire businesses, gross	$ 7,500,000	$ 7,500,000
Equity interests issued (in shares)	6,250,000	6,250,000
Fair value per warrant (usd per share)	$ 10	$ 10
Escrow deposit	$ 375,000
Escrow deposit (shares)	312,500
Escrow deposit, term	15 months

STOCKHOLDERS' EQUITY AND NET 46

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	Jan. 11, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Jun. 07, 2016	Dec. 31, 2015
Stockholders' Equity and Net Loss Per Share [Line Items]
Common stock, shares authorized (shares)		100,000,000		100,000,000		100,000,000	50,000,000
Share-based compensation expense		$ 988	$ 800	$ 2,398	$ 1,400
Common Stock
Stockholders' Equity and Net Loss Per Share [Line Items]
Common stock issuances (in shares)				519,478
Common stock issuances				$ 2,300
Stock Options
Stockholders' Equity and Net Loss Per Share [Line Items]
Granted (in shares)				2,010,050
Exercise price of options granted (in dollars per share)				$ 4.46
Option award expiration period				10 years
Chief Executive Officer
Stockholders' Equity and Net Loss Per Share [Line Items]
Granted (in shares)	350,000
Exercise price of options granted (in dollars per share)	$ 4.10
Share-based compensation expense	$ 1,000

STOCKHOLDERS' EQUITY AND NET 47

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Stock Options Activity (Details) - Stock Options $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2016USD ($)$ / sharesshares
Shares
Outstanding at beginning of period (in shares) | shares	4,327,653
Granted (in shares) | shares	2,010,050
Exercised (in shares) | shares	(29,700)
Forfeited, cancelled or expired (in shares) | shares	(189,625)
Outstanding at end of period (in shares) | shares	6,118,378
Options exercisable at end of period (in shares) | shares	4,908,231
Weighted-Average Exercise Price (in dollars per share)
Outstanding at beginning of period (in dollars per share) | $ / shares	$ 6.23
Granted (in dollars per share) | $ / shares	4.46
Exercised (in dollars per share) | $ / shares	4.09
Forfeited, cancelled or expired (in dollars per share) | $ / shares	5.12
Outstanding at end of period (in dollars per share) | $ / shares	5.65
Options exercisable at end of period (in dollars per share) | $ / shares	$ 5.92
Weighted-Average Remaining Contractual Term (in years)
Outstanding at end of period	8 years 4 months 2 days
Options exercisable at end of period	8 years 1 month 15 days
Aggregate Intrinsic Value (in thousands)
Outstanding at end of period | $	$ 423
Options exercisable at end of period | $	$ 418

STOCKHOLDERS' EQUITY AND NET 48

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Restricted Stock Activity (Details) - Restricted Stock $ in Thousands	6 Months Ended
	Jun. 30, 2016USD ($)shares
Shares
Non-vested, beginning of period | shares	0
Granted | shares	31,983
Vested | shares	(15,992)
Forfeited | shares	0
Non-vested, end of period | shares	15,991
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Non-vested, beginning of period | $	$ 0
Granted | $	150
Vested | $	75
Forfeited | $	0
Non-vested, end of period | $	$ 75

STOCKHOLDERS' EQUITY AND NET 49

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Net Loss Per Share (Details)	6 Months Ended
	Jun. 30, 2016$ / sharesshares
Private Placement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares) | shares	215,278
Fair value per warrant (usd per share)	$ 4.96
Hotelmobi, Inc. | Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares) | shares	1,000,000
Acquisition Warrant | Vegas.com LLC | Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares) | shares	8,601,410
Fair value per warrant (usd per share)	$ 9
Financing Warrant | Vegas.com LLC | Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares) | shares	2,629,249
Fair value per warrant (usd per share)	$ 8.83
Warrant One | Hotelmobi, Inc.
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Fair value per warrant (usd per share)	8
Warrant Two | Hotelmobi, Inc.
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Fair value per warrant (usd per share)	$ 12

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Segment Reporting Information [Line Items]
Net Revenue	$ 14,975		$ 29,229
Operating loss	(3,503)	$ (3,094)	(8,679)	$ (6,046)
Adjusted EBITDA	(103)		(1,446)
Depreciation and amortization	(2,479)		(4,876)
Share-based compensation expense	(988)	$ (800)	(2,398)	(1,400)
Other income, net	(1)		(30)
Other loss	68		71
Assets	95,452		95,452		$ 94,586
Capital expenditures			1,469	$ 850
Operating Segments | Travel and entertainment segment
Segment Reporting Information [Line Items]
Net Revenue	14,234		27,777
Operating loss	405		(978)
Adjusted EBITDA	2,419		3,064
Depreciation and amortization	(2,013)		(4,012)
Share-based compensation expense	0		0
Other income, net	(1)		(30)
Other loss	0		0
Assets	80,388		80,388
Capital expenditures	400		700
Corporate Entity and Other
Segment Reporting Information [Line Items]
Net Revenue	741		1,452
Operating loss	(3,908)		(7,701)
Adjusted EBITDA	(2,522)		(4,510)
Depreciation and amortization	(466)		(864)
Share-based compensation expense	(988)		(2,398)
Other income, net	0		0
Other loss	68		71
Assets	$ 15,064		$ 15,064

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Millions	Aug. 10, 2016USD ($)shares
Subsequent Event [Line Items]
Common Stock sold in private placement (shares) | shares	444,444
Proceeds from issuance of private placement | $	$ 2