Remark (MARK) 10-Q 15 May 17 2017 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 12, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	Remark Holdings, 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	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Outstanding (shares)		22,653,322

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Assets
Cash and cash equivalents	$ 8,603	$ 6,893
Restricted cash	9,406	9,405
Trade accounts receivable	951	1,372
Prepaid expense and other current assets	3,913	3,323
Notes receivable, current	190	181
Total current assets	23,063	21,174
Restricted cash	2,250	2,250
Notes receivable	0	190
Property and equipment, net	15,020	15,531
Investment in unconsolidated affiliate	1,030	1,030
Intangibles, net	35,858	37,406
Goodwill	26,768	26,763
Other long-term assets	1,392	1,355
Total assets	105,381	105,699
Liabilities and Stockholders’ Equity
Accounts payable	10,934	16,546
Accrued expense and other current liabilities	14,130	13,965
Deferred merchant booking	13,592	6,991
Deferred revenue	7,109	4,072
Current maturities of long-term debt	100	100
Capital lease obligations	179	179
Total current liabilities	46,044	41,853
Long-term debt, less current portion and net of debt issuance cost	37,848	37,825
Warrant liability	18,461	25,030
Other liabilities	4,087	3,591
Total liabilities	106,440	108,299
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 authorized; 22,614,312 and 22,232,004 shares issued and outstanding; each at March 31, 2017 and December 31, 2016, respectively	23	22
Additional paid-in-capital	192,096	190,507
Accumulated other comprehensive loss	(40)	(16)
Accumulated deficit	(193,138)	(193,113)
Total stockholders’ equity (deficit)	(1,059)	(2,600)
Total liabilities and stockholders’ equity	$ 105,381	$ 105,699

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
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)	22,614,312	22,232,004
Common stock, shares outstanding (shares)	22,614,312	22,232,004

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Revenue, net	$ 15,299	$ 14,254
Cost and expense
Cost of revenue (excluding depreciation and amortization)	2,664	2,349
Sales and marketing	5,875	5,528
Technology and development	908	404
General and administrative	8,326	8,420
Depreciation and amortization	2,861	2,397
Other operating expense	45	332
Total cost and expense	20,679	19,430
Operating loss	(5,380)	(5,176)
Other income (expense)
Interest expense	(1,018)	(1,210)
Other income, net	19	29
Change in fair value of warrant liability	6,569	3,985
Other loss	(31)	(3)
Total other income, net	5,539	2,801
Income (loss) before income taxes	159	(2,375)
Provision for income taxes	(184)	0
Net loss	$ (25)	$ (2,375)
Weighted-average shares outstanding, basic and diluted (in shares)	22,468	19,736
Net loss per share, basic and diluted (usd per share)	$ 0	$ (0.12)

Unaudited Condensed Consolidat5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement of Cash Flows [Abstract]
Net cash provided by operating activities	$ 1,209	$ 4,686
Cash flows from investing activities:
Purchases of property, equipment and software	(813)	(715)
Net cash used in investing activities	(813)	(715)
Cash flows from financing activities:
Proceeds from issuance of common stock, net	1,315	801
Net cash provided by financing activities	1,315	801
Net increase in cash, cash equivalents and restricted cash	1,711	4,772
Cash, cash equivalents and restricted cash:
Beginning of period	18,548	17,088
End of period	20,259	21,860
Supplemental cash flow information:
Cash paid for interest	$ 989	$ 777

ORGANIZATION AND BUSINESS

ORGANIZATION AND BUSINESS	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS	NOTE 1. ORGANIZATION AND BUSINESS Organization and Business Remark Holdings, 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 three months ended March 31, 2017 , 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 $193.1 million and a cash and cash equivalents balance of $8.6 million , both amounts as of March 31, 2017 . Also as of March 31, 2017 , we had a negative working capital balance of $23.0 million . Our net revenue during the three months ended March 31, 2017 was $15.3 million . During the three months ended March 31, 2017 , we issued a total of 382,308 shares of our common stock to accredited investors in certain private placements in exchange for approximately $1.3 million in cash. We are a party to a financing agreement dated as of September 24, 2015 (as amended, 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 initially extended credit to the Borrowers consisting of a term loan in the aggregate principal amount of $27.5 million (the “Loan”). On September 20, 2016, we entered into Amendment No. 1 to Financing Agreement (the “Financing Amendment”) which, among other changes, increased the Loan by $8.0 million to a total aggregate principal amount of $35.5 million . The terms of the Financing Agreement and related documents are described in Note 11 . 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 March 31, 2018 , 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 an amount in the December 31, 2016 Consolidated Balance Sheet to conform to the current presentation as of March 31, 2017 .

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 , with the audited Consolidated Balance Sheet amounts as of December 31, 2016 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 that we have included all adjustments (including those of a normal, recurring nature) considered necessary to fairly present our unaudited Condensed Consolidated Balance Sheet as of March 31, 2017 , 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, 2016 (the “ 2016 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, income taxes, inventory reserve and purchase price allocation, among other items. Changes to Significant Accounting Policies We have made no material changes to our significant accounting policies as reported in our 2016 Form 10-K. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , which changes GAAP primarily by requiring lessees to recognize, at lease commencement, a lease liability representing the present value of the lessee’s obligation to make lease payments, and a right-of-use asset representing the lessee’s right to use (or control the use of) a specified asset during the lease term, for leases classified as operating leases. For us the amendments in ASU 2016-02 will become effective on January 1, 2019, and early adoption is permitted. We are currently evaluating the impact that application of ASU 2016-02 will have on our consolidated financial statements, results of operations and cash flows. In May 2014, the FASB issued 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. Though we do not believe that this guidance will have a material effect upon the financial condition, results of operations, cash flows or reporting thereof for most of our existing subsidiaries, we are evaluating the impact the guidance will have on the business we acquired when we, together with our wholly-owned subsidiary KanKan Limited, completed the acquisition (the “CBG Acquisition”) of assets of China Branding Group Limited (“CBG”) on September 20, 2016, pursuant to the terms of the Second Amended and Restated Asset and Securities Purchase Agreement, dated as of the same date. We have reviewed all recently issued accounting pronouncements. The pronouncements that we have already adopted 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 ACQUISITIONS

BUSINESS ACQUISITIONS	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
BUSINESS ACQUISITIONS	NOTE 3. BUSINESS ACQUISITIONS China Branding Group Limited We completed the CBG Acquisition on September 20, 2016. The aggregate consideration of $15.4 million included $7.4 million of cash and the future issuance of seven -year warrants (the “CBG Acquisition Warrants”) to purchase 5,750,000 shares of our common stock at $10.00 per share, subject to certain anti-dilution adjustments. For more information regarding the CBG Acquisition, see Note 3 to the Consolidated Financial Statements in our 2016 Form 10-K. We based our preliminary allocation of the purchase consideration we paid to the net tangible and intangible assets we acquired based on their estimated fair values on the closing date of the CBG Acquisition. Such fair values represented our best estimates based on information available to us at the time we calculated the estimates. Final purchase accounting is not yet complete, and additional adjustments are likely during the measurement period. We did not record any material adjustments to acquisition-date values during the three months ended March 31, 2017 . The following table presents the current status of our preliminary allocation of the purchase consideration we paid to the net tangible and intangible assets we acquired based on their estimated fair values on the closing date of the CBG Acquisition (in thousands): Purchase Price Allocation Cash and cash equivalents $ 60 Accounts receivable 368 Other current assets 17 Total current assets $ 445 Intangibles 9,206 Total identifiable assets acquired $ 9,651 Accounts payable 528 Deferred revenue 145 Other current liabilities 11 Net identifiable assets acquired $ 8,967 Goodwill 6,426 Total purchase consideration $ 15,393 The recorded goodwill primarily results from the synergies we expect to realize from the combination of the entities and the assembled workforce we acquired in connection with the CBG Acquisition.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2017
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. Our outstanding warrants include warrants we issued in connection with our acquisition of all of the outstanding equity interests in Vegas.com, LLC (“Vegas.com”) in September 2015 (the “VDC Acquisition”) and the financing related thereto (referred to herein as the VDC Acquisition Warrants and the VDC Financing Warrants, respectively), the CBG Acquisition Warrants and warrants we issued in connection with the Financing Amendment (the “CBG Financing 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: March 31, 2017 December 31, 2016 Warrants issued in February 2012 Expected volatility 45.00 % 45.00 % Risk-free interest rate 0.89 % 0.69 % Expected remaining term (years) 0.41 0.66 March 31, 2017 December 31, 2016 VDC CBG VDC CBG Financing Warrants Expected volatility 50.00 % 50.00 % 50.00 % 50.00 % Risk-free interest rate 1.60 % 1.60 % 1.64 % 1.64 % Expected remaining term (years) 3.48 3.48 3.73 3.73 Acquisition Warrants Expected volatility 50.00 % 50.00 % 50.00 % 50.00 % Risk-free interest rate 1.60 % 2.14 % 1.64 % 2.21 % Expected remaining term (years) 3.48 6.47 3.73 6.72 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 March 31, 2017 , we estimated that four future equity financing events would potentially occur within the subsequent twelve months. Our estimate of expected volatility and our stock price tend to have the most significant impact on the estimated fair value of the VDC and CBG Financing Warrants and the VDC and CBG Acquisition Warrants. If we added or subtracted five percentage points with regard to our estimate of expected volatility, or if our stock price increased or decreased by five percent, our estimates of fair value would change approximately as follows (in thousands): Change in volatility Increase Decrease CBG Financing Warrants $ 245 $ 300 VDC Financing Warrants 280 305 CBG Acquisition Warrants 750 690 VDC Acquisition Warrants 430 430 Change in stock price CBG Financing Warrants $ 165 $ 220 VDC Financing Warrants 140 110 CBG Acquisition Warrants 290 230 VDC Acquisition Warrants 170 170 The following table presents the reconciliation of the beginning and ending balances of the liabilities associated with the VDC and CBG Acquisition Warrants, the VDC and CBG Financing Warrants and the warrants issued in February 2012 that remain outstanding (in thousands): Three Months Ended March 31, Year Ended December 31, 2017 2016 Balance at beginning of period $ 25,030 $ 19,195 New warrant issuances — 11,625 Increase (decrease) in fair value (6,569 ) (5,790 ) Balance at end of period $ 18,461 $ 25,030 At March 31, 2017 , the price of our common stock was less than the exercise price of the VDC Acquisition Warrants, effectively precluding exercise of the warrants. However, each holder has the right to sell its VDC 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 VDC Acquisition Warrant at closing of the VDC Acquisition (reduced pro rata based on the percentage of the VDC 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 March 31, 2017 was the expiration date of the VDC Acquisition Warrants, we would have issued to the holders 3,267,974 shares with a fair value of $2.96 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 certain cash payments stipulated in the VDC Acquisition that are contingent upon the performance of Vegas.com in the year ended December 31, 2016, and in the years ending December 31, 2017 and 2018 (the “Earnout Payments”). 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 change during the three months ended March 31, 2017 in the balance of the liability associated with the Earnout Payments (in thousands): Balance at beginning of period $ 2,830 Change in fair value of contingent consideration 30 Balance at end of period $ 2,860 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	3 Months Ended
	Mar. 31, 2017
Cash and Cash Equivalents [Abstract]
RESTRICTED CASH	NOTE 5. RESTRICTED CASH Regarding our restricted cash, approximately $2.3 million relates to the Financing Agreement and secures our obligations under that agreement. The restriction on the cash related to the Financing Agreement will not be released until we have repaid all of our obligations under the Financing Agreement. The remaining amount of our restricted cash relates to the Letter of Credit Facility Agreement we have in place to satisfy the requirements of several of the vendors for whom we sell products (hotel rooms, air travel, show tickets, et cetera) through our online outlets. By contract, certain vendors require the letters of credit as a means of securing our payment to them of amounts related to the sales we make on their behalf. We renew the letter of credit facility annually, and the restrictions on the cash related to the letters of credit will not be released until we negotiate contracts which do not require the security of letters of credit. The following table provides a reconciliation of the amounts separately reported as Cash and cash equivalents and Restricted cash on our consolidated balance sheets with the single line item reported on our consolidated statements of cash flows as Cash, cash equivalents and restricted cash (in thousands): March 31, December 31, 2016 Cash and cash equivalents $ 8,603 $ 6,893 Restricted cash reported in current assets 9,406 9,405 Restricted cash reported in long-term assets 2,250 2,250 Total cash, cash equivalents and restricted cash $ 20,259 $ 18,548

INVESTMENT IN UNCONSOLIDATED AF

INVESTMENT IN UNCONSOLIDATED AFFILIATE	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 , we owned approximately five percent of Sharecare’s issued stock and maintained representation on its Board of Directors.

PREPAID EXPENSE AND OTHER CURRE

PREPAID EXPENSE AND OTHER CURRENT ASSETS	3 Months Ended
	Mar. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSE 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): March 31, 2017 December 31, 2016 Prepaid expense $ 2,884 $ 2,160 Deposits 145 137 Inventory 342 314 Other current assets 542 712 Total $ 3,913 $ 3,323

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2017
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) March 31, December 31, 2016 Vehicles 2 $ 150 $ 150 Computers and equipment 2 - 12 1,318 1,192 Furniture and fixtures 2 - 9 244 244 Software 3 - 5 19,564 19,538 Software development in progress 1,495 839 Leasehold improvements 1 162 166 Total property, equipment and software $ 22,933 $ 22,129 Less accumulated depreciation (7,913 ) (6,598 ) Total property, equipment and software, net $ 15,020 $ 15,531 For the three months ended March 31, 2017 and 2016 , depreciation (and amortization of software) expense was $1.3 million and $0.6 million , respectively.

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2017
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): March 31, 2017 December 31, 2016 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 3,041 $ (1,619 ) $ 1,422 $ 3,041 $ (1,554 ) $ 1,487 Customer relationships 27,064 (7,708 ) 19,356 27,064 (6,513 ) 20,551 Media content and broadcast rights 3,491 (766 ) 2,725 3,491 (541 ) 2,950 Acquired technology 578 (325 ) 253 578 (268 ) 310 Other intangible assets 68 (67 ) 1 68 (61 ) 7 $ 34,242 $ (10,485 ) $ 23,757 $ 34,242 $ (8,937 ) $ 25,305 Indefinite-lived intangible assets Trademarks and trade names $ 12,001 $ 12,001 $ 12,001 $ 12,001 License to operate in China 100 100 100 100 Total intangible assets $ 46,343 $ 35,858 $ 46,343 $ 37,406 Total amortization expense was $1.5 million and $1.8 million for the three months ended March 31, 2017 and 2016 , respectively. The following table summarizes the changes in goodwill during the three months ended March 31, 2017 and the year ended December 31, 2016 (in thousands): Three Months Ended March 31, 2017 Year Ended December 31, 2016 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 $ 8,249 $ 26,763 $ 18,514 $ 1,823 $ 20,337 Business acquisitions — — — — 6,426 6,426 Other — 5 5 — — — Balance at end of period $ 18,514 $ 8,254 $ 26,768 $ 18,514 $ 8,249 $ 26,763

CAPITAL LEASE

CAPITAL LEASE	3 Months Ended
	Mar. 31, 2017
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	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
LONG-TERM DEBT	NOTE 11. LONG-TERM DEBT The following table presents long-term debt as of March 31, 2017 (in thousands): March 31, 2017 December 31, 2016 Loan due September 2018 $ 35,500 35,500 Unamortized debt issuance cost (152 ) (175 ) Carrying value of Loan 35,348 35,325 Exit fee payable in relation to Loan 2,500 2,500 Convertible promissory note payable to an accredited investor 100 100 Total long-term debt $ 37,948 $ 37,925 Less: current portion (100 ) (100 ) Long-term debt, less current portion and net of debt issuance cost 37,848 37,825 On September 24, 2015, we entered into the Financing Agreement, pursuant to which the Lenders provided us with the $27.5 million Loan. As described in Note 3 , we entered into the Financing Amendment on September 20, 2016 which, among other changes, increased the Loan by $8.0 million to a total aggregate principal amount of $35.5 million . The Loan 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 March 31, 2017 , the applicable interest rate on the Loan was 11% per annum. In connection with the Financing Agreement, we also entered into a security agreement dated as of September 24, 2015 (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. As of and for the three months ended March 31, 2017 , we were in compliance with all applicable financial covenants under the Financing Agreement.

OTHER LIABILITIES

OTHER LIABILITIES	3 Months Ended
	Mar. 31, 2017
Other Liabilities Disclosure [Abstract]
OTHER LIABILITIES	NOTE 12. OTHER LIABILITIES The following table presents the components of other liabilities (in thousands): March 31, 2017 December 31, 2016 Contingent consideration liability, net of current portion $ 1,860 $ 1,840 Deferred rent 1,294 1,002 Deferred tax liability, net 933 749 Total $ 4,087 $ 3,591

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 13. COMMITMENTS AND 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	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE	NOTE 14. STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE Equity Issuances During the three months ended March 31, 2017 , we issued a total of 382,308 shares of our common stock to investors in certain private placements in exchange for approximately $1.3 million in cash. Stock-Based Compensation We are authorized to issue equity-based awards under 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 March 31, 2017 , and changes during the three months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2017 7,344,140 $ 5.01 Granted 44,000 3.20 Forfeited, cancelled or expired (111,127 ) 4.47 Outstanding at March 31, 2017 7,277,013 $ 5.00 8.1 $ 5 Options exercisable at March 31, 2017 6,689,542 $ 5.06 8.0 $ 5 We incurred share-based compensation expense of $0.3 million and $1.4 million , respectively, during the three months ended March 31, 2017 and 2016 . Net Income (Loss) per Share For the three months ended March 31, 2017 and 2016 , 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 CBG Acquisition Warrant, which may be exercised to purchase 40,000 shares of our common stock at a per-share exercise price of $10.00 (we are also committed to the future issuance of additional CBG Acquisition Warrants at the same per-share exercise price as the CBG Acquisition Warrant that has already been issued), and the outstanding CBG Financing Warrants, which may be exercised to purchase 2,739,229 shares of our common stock at an exercise price of $5.36 per share; • the outstanding VDC 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 VDC Financing Warrants, which may be exercised to purchase 2,783,513 shares of our common stock at an exercise price of $8.34 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 $4.85 per share.

SEGMENT INFORMATION

SEGMENT INFORMATION	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
SEGMENT INFORMATION	NOTE 15. SEGMENT 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 (“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, impairments 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 regarding our travel and entertainment segment for the three months ended March 31, 2017 and 2016 (in thousands): Segment Corporate Entity and Other Consolidated Three Months Ended March 31, 2017 GAAP financial measures: Net revenue $ 14,193 $ 1,106 $ 15,299 Operating loss $ (1,455 ) $ (3,925 ) $ (5,380 ) Non-GAAP financial measure: Adjusted EBITDA $ 604 $ (2,860 ) $ (2,256 ) Three Months Ended March 31, 2016 GAAP financial measures: Net revenue $ 13,543 $ 711 $ 14,254 Operating loss $ (1,383 ) $ (3,793 ) $ (5,176 ) Non-GAAP financial measure: Adjusted EBITDA $ 645 $ (1,988 ) $ (1,343 ) 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 March 31, 2017 Adjusted EBITDA $ 604 $ (2,860 ) (2,256 ) Less: Depreciation, amortization and impairments (2,040 ) (821 ) (2,861 ) Share-based compensation expense — (275 ) (275 ) Other income, net (19 ) — (19 ) Plus: Other loss — 31 31 Operating loss $ (1,455 ) $ (3,925 ) $ (5,380 ) Three Months Ended March 31, 2016 Adjusted EBITDA $ 645 $ (1,988 ) (1,343 ) Less: Depreciation, amortization and impairments (1,999 ) (398 ) (2,397 ) Share-based compensation expense — (1,410 ) (1,410 ) Other income, net (29 ) — (29 ) Plus: Other loss — 3 3 Operating loss $ (1,383 ) $ (3,793 ) $ (5,176 ) The following table presents total assets for our travel and entertainment segment (in thousands): March 31, December 31, 2016 Travel and entertainment segment $ 76,611 $ 76,074 Corporate entity and other business units 28,770 29,625 Consolidated $ 105,381 $ 105,699 During the three months ended March 31, 2017 and 2016 , capital expenditures for the travel and entertainment segment totaled $0.4 million and $0.3 million , respectively.

Subsequent Event

Subsequent Event	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Event	NOTE 16. SUBSEQUENT EVENT On April 12, 2017, we issued a short-term note payable in the principal amount of $3.0 million to a private lender in exchange for cash in the same amount. The agreement, which does not have a stated interest rate, requires us to repay the note plus a fee of $115,000 on the maturity date of June 30, 2017. If we do not repay the outstanding principal amount on the maturity date, the note accrues interest at $500 per day until we repay the note.

SUMMARY OF SIGNIFICANT ACCOUN22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of Accounting	We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of March 31, 2017 , with the audited Consolidated Balance Sheet amounts as of December 31, 2016 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 that we have included all adjustments (including those of a normal, recurring nature) considered necessary to fairly present our unaudited Condensed Consolidated Balance Sheet as of March 31, 2017 , 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, 2016 (the “ 2016 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, income taxes, inventory reserve and purchase price allocation, among other items.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , which changes GAAP primarily by requiring lessees to recognize, at lease commencement, a lease liability representing the present value of the lessee’s obligation to make lease payments, and a right-of-use asset representing the lessee’s right to use (or control the use of) a specified asset during the lease term, for leases classified as operating leases. For us the amendments in ASU 2016-02 will become effective on January 1, 2019, and early adoption is permitted. We are currently evaluating the impact that application of ASU 2016-02 will have on our consolidated financial statements, results of operations and cash flows. In May 2014, the FASB issued 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. Though we do not believe that this guidance will have a material effect upon the financial condition, results of operations, cash flows or reporting thereof for most of our existing subsidiaries, we are evaluating the impact the guidance will have on the business we acquired when we, together with our wholly-owned subsidiary KanKan Limited, completed the acquisition (the “CBG Acquisition”) of assets of China Branding Group Limited (“CBG”) on September 20, 2016, pursuant to the terms of the Second Amended and Restated Asset and Securities Purchase Agreement, dated as of the same date. We have reviewed all recently issued accounting pronouncements. The pronouncements that we have already adopted 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 ACQUISITIONS (Tables)

BUSINESS ACQUISITIONS (Tables)	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Schedule of recognized identified assets acquired and liabilities assumed	The following table presents the current status of our preliminary allocation of the purchase consideration we paid to the net tangible and intangible assets we acquired based on their estimated fair values on the closing date of the CBG Acquisition (in thousands): Purchase Price Allocation Cash and cash equivalents $ 60 Accounts receivable 368 Other current assets 17 Total current assets $ 445 Intangibles 9,206 Total identifiable assets acquired $ 9,651 Accounts payable 528 Deferred revenue 145 Other current liabilities 11 Net identifiable assets acquired $ 8,967 Goodwill 6,426 Total purchase consideration $ 15,393

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Quantitative inputs	If we added or subtracted five percentage points with regard to our estimate of expected volatility, or if our stock price increased or decreased by five percent, our estimates of fair value would change approximately as follows (in thousands): Change in volatility Increase Decrease CBG Financing Warrants $ 245 $ 300 VDC Financing Warrants 280 305 CBG Acquisition Warrants 750 690 VDC Acquisition Warrants 430 430 Change in stock price CBG Financing Warrants $ 165 $ 220 VDC Financing Warrants 140 110 CBG Acquisition Warrants 290 230 VDC Acquisition Warrants 170 170 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: March 31, 2017 December 31, 2016 Warrants issued in February 2012 Expected volatility 45.00 % 45.00 % Risk-free interest rate 0.89 % 0.69 % Expected remaining term (years) 0.41 0.66 March 31, 2017 December 31, 2016 VDC CBG VDC CBG Financing Warrants Expected volatility 50.00 % 50.00 % 50.00 % 50.00 % Risk-free interest rate 1.60 % 1.60 % 1.64 % 1.64 % Expected remaining term (years) 3.48 3.48 3.73 3.73 Acquisition Warrants Expected volatility 50.00 % 50.00 % 50.00 % 50.00 % Risk-free interest rate 1.60 % 2.14 % 1.64 % 2.21 % Expected remaining term (years) 3.48 6.47 3.73 6.72
Reconciliation of liabilities of warrants	The following table presents the reconciliation of the beginning and ending balances of the liabilities associated with the VDC and CBG Acquisition Warrants, the VDC and CBG Financing Warrants and the warrants issued in February 2012 that remain outstanding (in thousands): Three Months Ended March 31, Year Ended December 31, 2017 2016 Balance at beginning of period $ 25,030 $ 19,195 New warrant issuances — 11,625 Increase (decrease) in fair value (6,569 ) (5,790 ) Balance at end of period $ 18,461 $ 25,030
Reconciliation of earnout payments	The following table presents the change during the three months ended March 31, 2017 in the balance of the liability associated with the Earnout Payments (in thousands): Balance at beginning of period $ 2,830 Change in fair value of contingent consideration 30 Balance at end of period $ 2,860

RESTRICTED CASH (Tables)

RESTRICTED CASH (Tables)	3 Months Ended
	Mar. 31, 2017
Cash and Cash Equivalents [Abstract]
Schedule of cash, cash equivalents and restricted cash	The following table provides a reconciliation of the amounts separately reported as Cash and cash equivalents and Restricted cash on our consolidated balance sheets with the single line item reported on our consolidated statements of cash flows as Cash, cash equivalents and restricted cash (in thousands): March 31, December 31, 2016 Cash and cash equivalents $ 8,603 $ 6,893 Restricted cash reported in current assets 9,406 9,405 Restricted cash reported in long-term assets 2,250 2,250 Total cash, cash equivalents and restricted cash $ 20,259 $ 18,548

PREPAID EXPENSE AND OTHER CUR26

PREPAID EXPENSE AND OTHER CURRENT ASSETS (Tables)	3 Months Ended
	Mar. 31, 2017
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): March 31, 2017 December 31, 2016 Prepaid expense $ 2,884 $ 2,160 Deposits 145 137 Inventory 342 314 Other current assets 542 712 Total $ 3,913 $ 3,323

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Property and equipment	Property and equipment consist of the following (in thousands, except estimated lives): Estimated Life (Years) March 31, December 31, 2016 Vehicles 2 $ 150 $ 150 Computers and equipment 2 - 12 1,318 1,192 Furniture and fixtures 2 - 9 244 244 Software 3 - 5 19,564 19,538 Software development in progress 1,495 839 Leasehold improvements 1 162 166 Total property, equipment and software $ 22,933 $ 22,129 Less accumulated depreciation (7,913 ) (6,598 ) Total property, equipment and software, net $ 15,020 $ 15,531

GOODWILL AND OTHER INTANGIBLE28

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-lived intangible assets	The following table summarizes intangible assets by category (in thousands): March 31, 2017 December 31, 2016 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 3,041 $ (1,619 ) $ 1,422 $ 3,041 $ (1,554 ) $ 1,487 Customer relationships 27,064 (7,708 ) 19,356 27,064 (6,513 ) 20,551 Media content and broadcast rights 3,491 (766 ) 2,725 3,491 (541 ) 2,950 Acquired technology 578 (325 ) 253 578 (268 ) 310 Other intangible assets 68 (67 ) 1 68 (61 ) 7 $ 34,242 $ (10,485 ) $ 23,757 $ 34,242 $ (8,937 ) $ 25,305 Indefinite-lived intangible assets Trademarks and trade names $ 12,001 $ 12,001 $ 12,001 $ 12,001 License to operate in China 100 100 100 100 Total intangible assets $ 46,343 $ 35,858 $ 46,343 $ 37,406
Indefinite-lived intangible assets	The following table summarizes intangible assets by category (in thousands): March 31, 2017 December 31, 2016 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 3,041 $ (1,619 ) $ 1,422 $ 3,041 $ (1,554 ) $ 1,487 Customer relationships 27,064 (7,708 ) 19,356 27,064 (6,513 ) 20,551 Media content and broadcast rights 3,491 (766 ) 2,725 3,491 (541 ) 2,950 Acquired technology 578 (325 ) 253 578 (268 ) 310 Other intangible assets 68 (67 ) 1 68 (61 ) 7 $ 34,242 $ (10,485 ) $ 23,757 $ 34,242 $ (8,937 ) $ 25,305 Indefinite-lived intangible assets Trademarks and trade names $ 12,001 $ 12,001 $ 12,001 $ 12,001 License to operate in China 100 100 100 100 Total intangible assets $ 46,343 $ 35,858 $ 46,343 $ 37,406
Goodwill	The following table summarizes the changes in goodwill during the three months ended March 31, 2017 and the year ended December 31, 2016 (in thousands): Three Months Ended March 31, 2017 Year Ended December 31, 2016 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 $ 8,249 $ 26,763 $ 18,514 $ 1,823 $ 20,337 Business acquisitions — — — — 6,426 6,426 Other — 5 5 — — — Balance at end of period $ 18,514 $ 8,254 $ 26,768 $ 18,514 $ 8,249 $ 26,763

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Schedule of long-term debt instruments	The following table presents long-term debt as of March 31, 2017 (in thousands): March 31, 2017 December 31, 2016 Loan due September 2018 $ 35,500 35,500 Unamortized debt issuance cost (152 ) (175 ) Carrying value of Loan 35,348 35,325 Exit fee payable in relation to Loan 2,500 2,500 Convertible promissory note payable to an accredited investor 100 100 Total long-term debt $ 37,948 $ 37,925 Less: current portion (100 ) (100 ) Long-term debt, less current portion and net of debt issuance cost 37,848 37,825

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2017
Other Liabilities Disclosure [Abstract]
Other Liabilities	The following table presents the components of other liabilities (in thousands): March 31, 2017 December 31, 2016 Contingent consideration liability, net of current portion $ 1,860 $ 1,840 Deferred rent 1,294 1,002 Deferred tax liability, net 933 749 Total $ 4,087 $ 3,591

STOCKHOLDERS' EQUITY AND NET 31

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 , and changes during the three months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2017 7,344,140 $ 5.01 Granted 44,000 3.20 Forfeited, cancelled or expired (111,127 ) 4.47 Outstanding at March 31, 2017 7,277,013 $ 5.00 8.1 $ 5 Options exercisable at March 31, 2017 6,689,542 $ 5.06 8.0 $ 5

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Reconciliation of Adjusted EBITDA	The following table presents certain financial information regarding our travel and entertainment segment for the three months ended March 31, 2017 and 2016 (in thousands): Segment Corporate Entity and Other Consolidated Three Months Ended March 31, 2017 GAAP financial measures: Net revenue $ 14,193 $ 1,106 $ 15,299 Operating loss $ (1,455 ) $ (3,925 ) $ (5,380 ) Non-GAAP financial measure: Adjusted EBITDA $ 604 $ (2,860 ) $ (2,256 ) Three Months Ended March 31, 2016 GAAP financial measures: Net revenue $ 13,543 $ 711 $ 14,254 Operating loss $ (1,383 ) $ (3,793 ) $ (5,176 ) Non-GAAP financial measure: Adjusted EBITDA $ 645 $ (1,988 ) $ (1,343 ) 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 March 31, 2017 Adjusted EBITDA $ 604 $ (2,860 ) (2,256 ) Less: Depreciation, amortization and impairments (2,040 ) (821 ) (2,861 ) Share-based compensation expense — (275 ) (275 ) Other income, net (19 ) — (19 ) Plus: Other loss — 31 31 Operating loss $ (1,455 ) $ (3,925 ) $ (5,380 ) Three Months Ended March 31, 2016 Adjusted EBITDA $ 645 $ (1,988 ) (1,343 ) Less: Depreciation, amortization and impairments (1,999 ) (398 ) (2,397 ) Share-based compensation expense — (1,410 ) (1,410 ) Other income, net (29 ) — (29 ) Plus: Other loss — 3 3 Operating loss $ (1,383 ) $ (3,793 ) $ (5,176 ) The following table presents total assets for our travel and entertainment segment (in thousands): March 31, December 31, 2016 Travel and entertainment segment $ 76,611 $ 76,074 Corporate entity and other business units 28,770 29,625 Consolidated $ 105,381 $ 105,699

ORGANIZATION AND BUSINESS (Det

ORGANIZATION AND BUSINESS (Details) - USD ($)	Sep. 20, 2016	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Sep. 24, 2015
Description of Business [Line Items]
Accumulated deficit		$ 193,138,000		$ 193,113,000
Cash and cash equivalents		8,603,000		6,893,000
Working capital		(23,000,000)
Revenue, net		15,299,000	$ 14,254,000
Property and equipment, net		$ 15,020,000		15,531,000
Common Stock
Description of Business [Line Items]
Common stock issuances (in shares)		382,308
Common stock issuances		$ 1,300,000
Loans Payable
Description of Business [Line Items]
Original principal amount	$ 35,500,000	$ 35,500,000		$ 35,500,000	$ 27,500,000
Additional principal amount	$ 8,000,000

BUSINESS ACQUISITIONS - Schedu

BUSINESS ACQUISITIONS - Schedule of Assets and Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 20, 2016	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Liabilities [Abstract]
Goodwill		$ 26,768	$ 26,763	$ 20,337
China Branding Group Limited
Business Acquisition [Line Items]
Total purchase consideration	$ 15,400
Cash paid to acquire business	$ 7,400
Warrants that would have been issued to holders on as-exercised basis (shares)	5,750,000
Fair value per warrant on as-exercised basis (usd per share)	$ 10
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets [Abstract]
Cash and cash equivalents	$ 60
Accounts receivable	368
Other current assets	17
Total current assets	445
Intangibles	9,206
Total identifiable assets acquired	9,651
Liabilities [Abstract]
Accounts payable	528
Deferred revenue	145
Other current liabilities	11
Net identifiable assets acquired	8,967
Goodwill	6,426
Total purchase consideration	$ 15,393
Financing Warrants | China Branding Group Limited
Business Acquisition [Line Items]
Term of warrants	7 years
Fair value per warrant on as-exercised basis (usd per share)		$ 5.36

FAIR VALUE MEASUREMENTS - Sche

FAIR VALUE MEASUREMENTS - Schedule of Assumptions Used in Calculating the Fair Value of Warrants (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	45.00%	45.00%
Risk-free interest rate	0.89%	0.69%
Expected remaining term (years)	4 months 28 days	7 months 28 days
Financing Warrants | Vegas.com LLC
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	50.00%	50.00%
Risk-free interest rate	1.60%	1.64%
Expected remaining term (years)	3 years 5 months 22 days	3 years 8 months 22 days
Financing Warrants | China Branding Group Limited
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	50.00%	50.00%
Risk-free interest rate	1.60%	1.64%
Expected remaining term (years)	3 years 5 months 22 days	3 years 8 months 22 days
Acquisition Warrants | Warrant | Vegas.com LLC
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	50.00%	50.00%
Risk-free interest rate	1.60%	1.64%
Expected remaining term (years)	3 years 5 months 22 days	3 years 8 months 22 days
Acquisition Warrants | Warrant | China Branding Group Limited
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	50.00%	50.00%
Risk-free interest rate	2.14%	2.21%
Expected remaining term (years)	6 years 5 months 20 days	6 years 8 months 20 days

FAIR VALUE MEASUREMENTS - Esti

FAIR VALUE MEASUREMENTS - Estimate of Expected Volatility and Stock Price (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Financing Warrants | China Branding Group Limited
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value resulting from 5% increase in expected volatility	$ 245
Changes in fair value resulting from 5% decrease in expected volatility	300
Changes in fair value resulting from 5% increase of stock price	165
Changes in fair value resulting from 5% decrease of stock price	220
Financing Warrants | Vegas.com LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value resulting from 5% increase in expected volatility	280
Changes in fair value resulting from 5% decrease in expected volatility	305
Changes in fair value resulting from 5% increase of stock price	140
Changes in fair value resulting from 5% decrease of stock price	110
Acquisition Warrants | China Branding Group Limited
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value resulting from 5% increase in expected volatility	750
Changes in fair value resulting from 5% decrease in expected volatility	690
Changes in fair value resulting from 5% increase of stock price	290
Changes in fair value resulting from 5% decrease of stock price	230
Acquisition Warrants | Vegas.com LLC
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value resulting from 5% increase in expected volatility	430
Changes in fair value resulting from 5% decrease in expected volatility	430
Changes in fair value resulting from 5% increase of stock price	170
Changes in fair value resulting from 5% decrease of stock price	$ 170

FAIR VALUE MEASUREMENTS - Narr

FAIR VALUE MEASUREMENTS - Narrative (Details)	3 Months Ended
	Mar. 31, 2017dayfuture_event$ / sharesshares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated future equity financing events | future_event	4
Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price trigger (usd per share)	$ 10.16
Threshold trading days | day	20
Threshold consecutive trading days	30 days
Fair value per warrant on as-exercised basis (usd per share)	$ 2.96
Common Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants that would have been issued to holders on as-exercised basis (shares) | shares	3,267,974

FAIR VALUE MEASUREMENTS - Chan

FAIR VALUE MEASUREMENTS - Change in Fair Value of Warrants Accounted for as Derivative Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Change in the Fair Value of Warrants
Balance at beginning of period	$ 25,030	$ 19,195
New warrant issuances	0	11,625
Increase (decrease) in fair value	(6,569)	(5,790)
Balance at end of period	18,461	25,030
Vegas.com LLC
Contingent Consideration
Balance at beginning of period	2,830
Change in fair value of contingent consideration	30
Balance at end of period	$ 2,860	$ 2,830

RESTRICTED CASH (Details)

RESTRICTED CASH (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 8,603	$ 6,893
Restricted cash reported in current assets	9,406	9,405
Restricted cash reported in long-term assets	2,250	2,250
Total cash, cash equivalents and restricted cash	$ 20,259	$ 18,548	$ 21,860	$ 17,088

INVESTMENT IN UNCONSOLIDATED 40

INVESTMENT IN UNCONSOLIDATED AFFILIATE (Details)	Mar. 31, 2017
Sharecare
Noncontrolling Interest [Line Items]
Ownership percentage in unconsolidated affiliate	5.00%

PREPAID EXPENSE AND OTHER CUR41

PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Prepaid Expense and Other Current Assets
Prepaid expense	$ 2,884	$ 2,160
Deposits	145	137
Inventory	342	314
Other current assets	542	712
Total	$ 3,913	$ 3,323

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Total property, equipment and software	$ 22,933		$ 22,129
Less accumulated depreciation	(7,913)		(6,598)
Total property, equipment and software, net	15,020		15,531
Depreciation and amortization	$ 1,300	$ 600
Vehicles
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	2 years
Total property, equipment and software	$ 150		150
Computers and equipment
Property, Plant and Equipment [Line Items]
Total property, equipment and software	1,318		1,192
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property, equipment and software	244		244
Software
Property, Plant and Equipment [Line Items]
Total property, equipment and software	19,564		19,538
Software development in progress
Property, Plant and Equipment [Line Items]
Total property, equipment and software	$ 1,495		839
Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	1 year
Total property, equipment and software	$ 162		$ 166
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 INTANGIBLE43

GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Finite-lived intangible assets
Gross Amount	$ 34,242		$ 34,242
Accumulated Amortization	(10,485)		(8,937)
Net Amount	23,757		25,305
Indefinite-lived intangible assets
Total intangible assets, Gross Amount	46,343		46,343
Total intangible assets, Net Amount	35,858		37,406
Amortization expense	1,500	$ 1,800
Trademarks and trade names
Indefinite-lived intangible assets
Indefinite lived intangible assets	12,001		12,001
License to operate in China
Indefinite-lived intangible assets
Indefinite lived intangible assets	100		100
Domain names
Finite-lived intangible assets
Gross Amount	3,041		3,041
Accumulated Amortization	(1,619)		(1,554)
Net Amount	1,422		1,487
Customer relationships
Finite-lived intangible assets
Gross Amount	27,064		27,064
Accumulated Amortization	(7,708)		(6,513)
Net Amount	19,356		20,551
Media content and broadcast rights
Finite-lived intangible assets
Gross Amount	3,491		3,491
Accumulated Amortization	(766)		(541)
Net Amount	2,725		2,950
Acquired technology
Finite-lived intangible assets
Gross Amount	578		578
Accumulated Amortization	(325)		(268)
Net Amount	253		310
Other intangible assets
Finite-lived intangible assets
Gross Amount	68		68
Accumulated Amortization	(67)		(61)
Net Amount	$ 1		$ 7

GOODWILL AND OTHER INTANGIBLE44

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Goodwill [Roll Forward]
Balance at beginning of period	$ 26,763	$ 20,337
Business acquisitions	0	6,426
Other	5	0
Balance at end of period	26,768	26,763
Operating Segments | Travel and entertainment segment
Goodwill [Roll Forward]
Balance at beginning of period	18,514	18,514
Business acquisitions	0	0
Other	0	0
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	8,249	1,823
Business acquisitions	0	6,426
Other	5	0
Balance at end of period	$ 8,254	$ 8,249

CAPITAL LEASE (Details)

CAPITAL LEASE (Details) - Vegas.com $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)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) - Loans Payable - USD ($)	Sep. 20, 2016	Mar. 31, 2017	Dec. 31, 2016	Sep. 24, 2015
Debt Instrument [Line Items]
Original principal amount	$ 35,500,000	$ 35,500,000	$ 35,500,000	$ 27,500,000
Additional principal amount	$ 8,000,000
Interest rate floor of variable rate	1.00%
Effective interest rate		11.00%
LIBOR
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 ($)	Mar. 31, 2017	Dec. 31, 2016	Sep. 20, 2016	Sep. 24, 2015
Debt Instrument [Line Items]
Total long-term debt	$ 37,948,000	$ 37,925,000
Less: current portion	(100,000)	(100,000)
Long-term debt, less current portion and net of debt issuance cost	37,848,000	37,825,000
Loans Payable
Debt Instrument [Line Items]
Original principal amount	35,500,000	35,500,000	$ 35,500,000	$ 27,500,000
Unamortized debt issuance cost	(152,000)	(175,000)
Exit fee payable in relation to Loan	2,500,000	2,500,000
Total long-term debt	35,348,000	35,325,000
Accredited Investor | Convertible Promissory Notes
Debt Instrument [Line Items]
Convertible promissory note payable to an accredited investor	$ 100,000	$ 100,000

OTHER LIABILITIES (Details)

OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Other Liabilities Disclosure [Abstract]
Contingent consideration liability, net of current portion	$ 1,860	$ 1,840
Deferred rent	1,294	1,002
Deferred tax liability, net	933	749
Total	$ 4,087	$ 3,591

STOCKHOLDERS' EQUITY AND NET 49

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Stockholders' Equity and Net Loss Per Share [Line Items]
Share-based compensation expense	$ 275	$ 1,410
Stock Options
Stockholders' Equity and Net Loss Per Share [Line Items]
Option award expiration period	10 years
Common Stock
Stockholders' Equity and Net Loss Per Share [Line Items]
Common stock issuances (in shares)	382,308
Common stock issuances	$ 1,300

STOCKHOLDERS' EQUITY AND NET 50

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Stock Options Activity (Details) - Stock Options $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Shares
Outstanding at beginning of period (in shares) | shares	7,344,140
Granted (in shares) | shares	44,000
Forfeited, cancelled or expired (in shares) | shares	(111,127)
Outstanding at end of period (in shares) | shares	7,277,013
Options exercisable at end of period (in shares) | shares	6,689,542
Weighted-Average Exercise Price (in dollars per share)
Outstanding at beginning of period (in dollars per share) | $ / shares	$ 5.01
Granted (in dollars per share) | $ / shares	3.20
Forfeited, cancelled or expired (in dollars per share) | $ / shares	4.47
Outstanding at end of period (in dollars per share) | $ / shares	5
Options exercisable at end of period (in dollars per share) | $ / shares	$ 5.06
Weighted-Average Remaining Contractual Term (in years)
Outstanding at end of period	8 years 1 month 10 days
Options exercisable at end of period	8 years 7 days
Aggregate Intrinsic Value (in thousands)
Outstanding at end of period | $	$ 5
Options exercisable at end of period | $	$ 5

STOCKHOLDERS' EQUITY AND NET 51

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Net Loss Per Share (Details) - $ / shares	3 Months Ended
	Mar. 31, 2017	Sep. 20, 2016
Private Placement
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Fair value per warrant (usd per share)	$ 4.85
Antidilutive securities (in shares)	215,278
China Branding Group Limited
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Fair value per warrant (usd per share)		$ 10
Hotelmobi, Inc. | Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	1,000,000
Acquisition Warrants | China Branding Group Limited
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Equity interests issued (in shares)	40,000
Fair value per warrant (usd per share)	$ 10
Acquisition Warrants | Vegas.com LLC | Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Fair value per warrant (usd per share)	$ 9
Antidilutive securities (in shares)	8,601,410
Financing Warrants | China Branding Group Limited
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Equity interests issued (in shares)	2,739,229
Fair value per warrant (usd per share)	$ 5.36
Financing Warrants | Vegas.com LLC | Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Fair value per warrant (usd per share)	$ 8.34
Antidilutive securities (in shares)	2,783,513
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
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Segment Reporting Information [Line Items]
Net revenue	$ 15,299	$ 14,254
Operating loss	(5,380)	(5,176)
Adjusted EBITDA	(2,256)	(1,343)
Depreciation, amortization and impairments	(2,861)	(2,397)
Share-based compensation expense	(275)	(1,410)
Other income, net	(19)	(29)
Other loss	31	3
Assets	105,381		$ 105,699
Capital expenditures	813	715
Operating Segments | Travel and entertainment segment
Segment Reporting Information [Line Items]
Net revenue	14,193	13,543
Operating loss	(1,455)	(1,383)
Adjusted EBITDA	604	645
Depreciation, amortization and impairments	(2,040)	(1,999)
Share-based compensation expense	0	0
Other income, net	(19)	(29)
Other loss	0	0
Assets	76,611		76,074
Capital expenditures	400	300
Corporate Entity and Other
Segment Reporting Information [Line Items]
Net revenue	1,106	711
Operating loss	(3,925)	(3,793)
Adjusted EBITDA	(2,860)	(1,988)
Depreciation, amortization and impairments	(821)	(398)
Share-based compensation expense	(275)	(1,410)
Other income, net	0	0
Other loss	31	$ 3
Assets	$ 28,770		$ 29,625

Subsequent Event (Details)

Subsequent Event (Details) - Subsequent Event	Apr. 12, 2017USD ($)
Subsequent Event [Line Items]
Short-term note payable	$ 3,000,000
Daily interest accrued on unpaid balance after maturity	500
Maximum
Subsequent Event [Line Items]
Exit fee payable in relation to Loan	$ 115,000