Remark (MARK) 10-Q 14 May 18 2018 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 11, 2018
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, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Outstanding (shares)		32,843,399

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Assets
Cash and cash equivalents	$ 21,851	$ 22,632
Restricted cash	9,409	11,670
Trade accounts receivable	4,549	3,673
Prepaid expense and other current assets	6,117	5,518
Notes receivable, current	100	290
Total current assets	42,026	43,783
Restricted cash	2,250	0
Notes receivable	100	100
Property and equipment, net	13,423	13,387
Investment in unconsolidated affiliate	1,030	1,030
Intangibles, net	22,667	23,946
Goodwill	20,110	20,099
Other long-term assets	1,200	1,192
Total assets	102,806	103,537
Liabilities and Stockholders’ Equity
Accounts payable	25,266	17,857
Accrued expense and other current liabilities	13,205	16,679
Deferred merchant booking	10,811	9,027
Contract liability	7,641	5,807
Note payable	3,000	3,000
Current maturities of long-term debt, net of unamortized discount and debt issuance cost at December 31, 2017	11,500	38,085
Total current liabilities	71,423	90,455
Long-term debt, less current portion and net of unamortized discount and debt issuance cost	26,908	0
Warrant liability	20,652	89,169
Other liabilities	5,033	3,501
Total liabilities	124,016	183,125
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; 32,843,399 and 28,406,026 shares issued and outstanding; each at March 31, 2018 and December 31, 2017, respectively	33	28
Additional paid-in-capital	292,152	220,117
Accumulated other comprehensive income	313	115
Accumulated deficit	(313,708)	(299,848)
Total stockholders’ equity (deficit)	(21,210)	(79,588)
Total liabilities and stockholders’ equity	$ 102,806	$ 103,537

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
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	100,000,000
Common stock, shares issued (shares)	32,843,399	28,406,026
Common stock, shares outstanding (shares)	32,843,399	28,406,026

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenue	$ 16,724	$ 15,299
Cost and expense
Cost of revenue (excluding depreciation and amortization)	4,032	2,664
Sales and marketing	6,895	5,875
Technology and development	902	908
General and administrative	23,317	8,326
Depreciation and amortization	2,718	2,861
Other operating expense	66	45
Total cost and expense	37,930	20,679
Operating loss	(21,206)	(5,380)
Other income (expense)
Interest expense	(1,406)	(1,018)
Other income, net	11	19
Change in fair value of warrant liability	8,610	6,569
Other loss	(31)	(31)
Total other income, net	7,184	5,539
Income (loss) before income taxes	(14,022)	159
Provision for income taxes	(31)	(184)
Net loss	(14,053)	(25)
Other comprehensive income (loss)
Foreign currency translation adjustments	198	(24)
Comprehensive loss	$ (13,855)	$ (49)
Weighted-average shares outstanding, basic and diluted (in shares)	32,395	22,468
Net loss per share, basic and diluted (usd per share)	$ (0.43)	$ 0

Unaudited Condensed Consolidat5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Cash Flows [Abstract]
Net cash provided by operating activities	$ 329	$ 1,209
Cash flows from investing activities:
Purchases of property, equipment and software	(1,405)	(813)
Net cash used in investing activities	(1,405)	(813)
Cash flows from financing activities:
Proceeds from issuance of common stock, net	284	1,315
Net cash provided by financing activities	284	1,315
Net change in cash, cash equivalents and restricted cash	(792)	1,711
Cash, cash equivalents and restricted cash:
Beginning of period	34,302	18,548
End of period	33,510	20,259
Supplemental cash flow information:
Cash paid for interest	1,028	989
Supplemental schedule of non-cash investing and financing activities:
Issuance of common stock upon warrant exercise	$ 59,907	$ 0

ORGANIZATION AND BUSINESS

ORGANIZATION AND BUSINESS	3 Months Ended
	Mar. 31, 2018
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”), which include its consolidated variable-interest entities ("VIEs"), are primarily technology-focused. Our KanKan social media data intelligence platform serves as the basis for our development and deployment of artificial-intelligence-based solutions for businesses in many industries and geographies. We also own and operate digital media properties across multiple verticals, such as travel and entertainment and young adult lifestyle, that deliver relevant, dynamic content that attracts and engages users on a global scale. Our common stock is listed on the Nasdaq Capital Market under the ticker symbol MARK. Liquidity Considerations During the three months ended March 31, 2018, and in each fiscal year since our inception, we have incurred net losses which have resulted in an accumulated deficit of $313.7 million as of March 31, 2018. Additionally, our operations have historically used more cash than they have provided. As of March 31, 2018, our cash and cash equivalents balance was $21.9 million, and we had a negative working capital balance of $29.4 million. Our revenue during the three months ended March 31, 2018 was $16.7 million. During the three months ended March 31, 2017, we issued a total of 382,308 shares of our common stock to private investors in exchange for approximately $1.3 million in cash. We did not make similar issuances of our common stock during the three months ended March 31, 2018. On November 9, 2016, we entered into a common stock purchase agreement (as amended, the “Aspire Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we may sell to Aspire Capital up to an aggregate of $20.0 million of shares of our common stock over the 30-month term of the Aspire Purchase Agreement. On September 18, 2017, we entered into a First Amendment to the Aspire Purchase Agreement, which provides that the parties may mutually agree to increase the number of shares of our common stock that may be purchased per business day pursuant to the terms of the Aspire Purchase Agreement to 2,000,000 shares. As of March 31, 2018, Aspire has purchased $12.8 million of shares of our common stock under the Aspire Purchase Agreement. 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 extended credit to the Borrowers consisting of a term loan in the aggregate principal amount of $35.5 million (the “Loan”). The terms of the Financing Agreement, the amendments thereto, and related documents effective as of March 31, 2018 are described in Note 11 . Changes to the terms of the Financing Agreement made after the end of the period covered by this report are described in Note 16 . We cannot provide assurance that revenue generated from our businesses will be sufficient to sustain our operations in the long term; therefore, we have implemented measures to reduce operating costs, and we continuously evaluate other opportunities to reduce costs. Additionally, we are actively assessing the sale of certain non-core assets, considering sales of minority interests in certain of our operating businesses, and evaluating potential acquisitions that would provide additional revenue. However, we may need to obtain additional capital through equity financing, debt financing, or by divesting of certain assets or businesses. 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. Additionally, 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 additional capital. 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 on our historical track record and projections, we believe that we will be able to meet our ongoing requirements through March 31, 2019 (including repayment of our existing debt as it matures) with existing cash, cash equivalents and cash resources, and based on the probable success of one or more of the following plans: — monetize existing assets — work with our creditors to modify existing arrangements or refinance our debt — obtain additional capital through equity issuances, including but not limited to equity issuances to Aspire Capital under its existing purchase commitment (which equity issuances may dilute existing stockholders) However, projections are inherently uncertain and we cannot assure you that we will generate sufficient income and cash flow to meet all of our liquidity requirements.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2018
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, 2018, with the audited Consolidated Balance Sheet amounts as of December 31, 2017 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, 2018, 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 the Annual Report on Form 10-K (the "2017 Form 10-K”). Consolidation We include all of our subsidiaries, which include the variable-interest entities for which we are the primary beneficiary, in our consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. To comply with China’s laws which restrict foreign ownership of entities that operate within industries deemed sensitive by the Chinese government, we employ what we believe is a commonly-used organizational structure consisting of a wholly-foreign owned enterprise (“WFOE”) and the VIEs to operate our KanKan business. We own 100% of the equity of the WFOE, while the VIEs are companies formed in China under local laws which are owned by members of our management team. We funded the registered capital and operating expenses of the VIEs by extending loans to the VIEs’ owners. We believe that we are the primary beneficiary of the VIEs because the equity holders of such entities do not have significant equity at risk and because we have been able to direct the operations of the VIEs. 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 - Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, and all subsequent amendments (collectively “ASC 606”) using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of Accumulated deficit (the amount was not material). We have not retrospectively adjusted the information for the comparative period reported herein, which information we continue to report under the accounting standards in effect for that period. The amounts of revenue, accounts receivable and contract balances that we reported under ASC 606 as of and for the three months ended March 31, 2018, were not materially different than the amounts we would have reported under the accounting standards previously in effect. We recognize revenue when we transfer control of the promised goods or services to our customers, and we recognize an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. When customers pay us prior to when we satisfy our obligation to transfer control of promised goods or services, we record the amount that reflects the consideration to which we expect to be entitled as a contract liability until such time as we satisfy our performance obligation. As a result of our adoption of ASC 606, the line item previously labeled “Deferred revenue” on our condensed consolidated balance sheets is now labeled “Contract liability”; the comparative period balance as reported herein did not change as a result of our application of the modified retrospective transition approach. For our contracts with customers, we only extend short-term credit policies to our customers, generally of 90 days or less. We record the incremental costs of obtaining contracts as an expense when incurred, because such costs would otherwise be amortized over a period of less than one year if capitalized. Transaction Services Our Travel & Entertainment segment generates our Transaction Services revenue, primarily using an agency model. To a lesser extent, we use a merchant model when we directly provide tour services to customers. Under the agency model, various service providers with whom we maintain relationships are ultimately responsible for delivering the underlying services for which our customers transact, such as lodging, air travel, entertainment, or tours. Our obligation to our customers is to arrange for these service providers to provide the underlying services, and we satisfy our obligation at the point in time that these service providers begin to provide the underlying service (e.g., upon the check-in date for lodging stays, upon the show/performance date for entertainment transactions, etc.). We recognize revenue from transactions under this model on a net basis (i.e., the amount charged to our customers less the amounts we pay to the service providers). Under the merchant model, we provide tour services directly to our customers. Our obligation to provide the tour services is satisfied at the point in time that we finish providing the tour. For transactions occurring under this model, we recognize revenue on a gross basis. Under either model, our customers pay at the time the original transaction occurs via our sales channels, primarily the Vegas.com website and mobile application. Because the original transaction date almost always precedes the date that our performance obligation is satisfied, we record a contract liability for the amount of consideration received. In general, we satisfy most of our performance obligations within approximately three to four months from the original transaction date, and substantially all performance obligations are satisfied within one year from the original transaction date. Data Platform Services Our KanKan business generates our Data Platform Services revenue. Using our proprietary data intelligence software, we screen potential loan candidates to provide only high-quality loan candidates to affiliates of banks and other lending institutions in China. We earn a commission for our service and we recognize that commission at the point in time at which a loan is issued by the lending institutions to a loan candidate provided by us in an amount we determine by multiplying the commission rate specified in our contracts with the affiliates of the banks and other lending institutions by the amount of such loans issued to loan candidates we have provided. Per our contracts with the affiliates of the banks and other lending institutions, we may be required to reimburse the affiliates of such lending institutions for a certain percentage of any loan defaults. We have determined that the portion of such contracts potentially requiring us to reimburse our customers represents a guarantee, the accounting for which is not within the scope of ASC 606. As a result, we account for such guarantee using other GAAP and record an initial liability equal to the total potential amount that we could be required to reimburse upon default, which approximates fair value. We initially record the liability in Accrued expense and other current liabilities in our consolidated balance sheets. As we are released from our obligation to perform under the guarantee, we record the amount of reduction in the guarantee liability as Data Platform Services revenue. We have not yet recorded material amounts of revenue resulting from being released from our guarantee obligation. Advertising and Other Our Travel & Entertainment segment generates the majority of our advertising revenue, and we report the remaining amount of advertising revenue in Corporate Entity and Other in our segment information. We primarily generate advertising revenue from the use of sponsored links and display advertising placed directly on our website pages. Substantially all of our advertising contracts with customers are completed within one year or less. In click-through advertising contracts with customers, our obligation is to place our customers’ interactive ads on our websites for a specified period of time. We recognize revenue from click-through advertising at the point in time at which visitors to our websites click through the ads to our advertising customers’ websites. Any variability regarding contract consideration is resolved within the reporting period. Some of our advertising contracts with customers require us to place our advertising customers’ static display ads on our websites for a specified period of time or in a specific location on our websites, or both. We recognize revenue from such advertising placement arrangements either over time (ratably over the contract term) or based upon the delivery of advertising impressions, depending upon the terms of the contract. We also generate revenue from other sources, such as from e-commerce activity in which we sell goods to our customers, or media production which involves us producing video or Internet-based content for our customers. We recognize the revenue from these contracts at the point in time when we transfer control of the good sold to the customer or when we deliver the promised media content. Other than as noted above, we have made no changes to our significant accounting policies as reported in our 2017 Form 10-K. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board issued 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; however, we expect the impact to be material, as we will be recording assets and liabilities related to most of our leases, including our leases for office space, which we currently account for as operating leases.

REVENUE

REVENUE	3 Months Ended
	Mar. 31, 2018
Revenue from Contract with Customer [Abstract]
REVENUE	NOTE 3. REVENUE We are not required to include disclosures related to remaining performance obligations because substantially all of our contracts with customers have an original expected duration of one year or less. Disaggregation of Revenue The following table presents a disaggregation of our revenue by major category for the three months ended March 31, 2018 (in thousands): Revenue category Amount Transaction services $ 13,852 Data platform services 1,183 Advertising and other 1,689 Revenue $ 16,724 Significant Judgments When accounting for revenue in accordance with ASC 606, we make certain judgments, such as whether we act as a principal or as an agent in transactions or whether our contracts with customers fall within the scope of ASC 606, that affect the determination of the amount and timing of our revenue from contracts with customers. Based on the current facts and circumstances related to our contracts with customers, none of the judgments we make involve an elevated degree of qualitative significance or complexity such that further disclosure is warranted in terms of their potential impact on the amount and timing of our revenue. Contract Assets and Contract Liabilities We do not currently generate material contract assets. Other than changes resulting from routine business activity, the balance of our Contract liability did not change significantly during the three months ended March 31, 2018. We recognized revenue of $2.9 million during the three months ended March 31, 2018, which was included in the beginning balance of Contract liability at January 1, 2018.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2018
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 liability-classified warrants include the warrants we issued or that we are obligated to issue as part of the consideration for our acquisition of assets of China Branding Group Limited (“CBG”) in September 2016 (the “CBG Acquisition Warrants”) and warrants we issued as a result of an amendment to the Financing Agreement related to the acquisition (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, 2018 December 31, 2017 CBG Financing Warrants Expected volatility 60.00 % 60.00 % Risk-free interest rate 2.33 % 1.96 % Expected remaining term (years) 2.48 2.73 CBG Acquisition Warrants Expected volatility 60.00 % 60.00 % Risk-free interest rate 2.59 % 2.25 % Expected remaining term (years) 5.47 5.72 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, 2018, we estimated that two 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 CBG Financing Warrants and the 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 $ 385 $ 505 CBG Acquisition Warrants 1,265 1,265 Change in stock price CBG Financing Warrants $ 565 $ 650 CBG Acquisition Warrants 1,095 805 The following table presents the change in the liability balance associated with our liability-classified warrants (in thousands): Three Months Ended March 31, 2018 Year Ended December 31, 2017 Balance at beginning of period $ 89,169 $ 25,030 Warrant exercises (59,907) — Increase (decrease) in fair value (8,610) 64,139 Balance at end of period $ 20,652 $ 89,169 At January 1, 2018, our outstanding liability-classified warrants included warrants we issued in connection with our acquisition of all of the outstanding equity interests in Vegas.com, LLC in September 2015 (the "VDC Acquisition") and the financing related thereto (the "VDC Acquisition Warrants" and the "VDC Financing Warrants", respectively). On January 8, 2018, holders of VDC Acquisition Warrants with respect to 2,416,996 shares of our common stock exercised such warrants. Because the VDC Acquisition Warrants provided that such warrants were exercisable on a cashless basis only, we issued a total of 750,102 shares of common stock in settlement of such warrants without receiving any proceeds from the exercise thereof. On January 10, 2018, we exercised our right to exercise all remaining VDC Acquisition Warrants and VDC Financing Warrants (which right became effective when the closing price of our common stock reached $14.00) , exercising VDC Acquisition Warrants with respect to 6,184,414 shares of our common stock and VDC Financing Warrants with respect to 3,117,148 shares of our common stock. Because the VDC Acquisition Warrants and VDC Financing Warrants provided that such warrants were exercisable on a cashless basis only, we issued a total of 2,236,915 and 1,385,396 shares of common stock to the holders of the VDC Acquisition Warrants and the VDC Financing Warrants, respectively, in settlement of such warrants without receiving any proceeds from the exercise thereof. 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 were contingent upon the performance of Vegas.com in the years ended December 31, 2016 and 2017, and are contingent upon the performance of Vegas.com in the year ending December 31, 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, 2018 in the balance of the liability associated with the Earnout Payments (in thousands): Balance at beginning of period $ 1,930 Change in fair value of contingent consideration (included in Other loss) 30 Balance at end of period $ 1,960 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, 2018
Cash and Cash Equivalents [Abstract]
RESTRICTED CASH	NOTE 5. RESTRICTED CASHRegarding our restricted cash, $2.25 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, unless we obtain the written authorization of the Lenders. 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 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 in May, and the restrictions on the cash related to the letters of credit will remain to the extent we continue to enter into contracts requiring 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, 2018 December 31, 2017 Cash and cash equivalents $ 21,851 $ 22,632 Restricted cash reported in current assets 9,409 11,670 Restricted cash reported in long-term assets 2,250 — Total cash, cash equivalents and restricted cash $ 33,510 $ 34,302

INVESTMENT IN UNCONSOLIDATED AF

INVESTMENT IN UNCONSOLIDATED AFFILIATE	3 Months Ended
	Mar. 31, 2018
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, 2018, 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, 2018
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, 2018 December 31, 2017 Prepaid expense $ 2,755 $ 2,036 Deposits 2,084 1,960 Inventory, net 330 234 Other current assets 948 1,288 Total $ 6,117 $ 5,518

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2018
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, 2018 December 31, 2017 Vehicles 5 $ 1,108 $ 447 Computers and equipment 2 - 12 1,819 1,635 Furniture and fixtures 2 - 9 218 220 Software 3 - 5 21,118 20,773 Software development in progress 2,076 1,935 Leasehold improvements 1 - 10 501 328 Total property, equipment and software $ 26,840 $ 25,338 Less accumulated depreciation (13,417) (11,951) Total property, equipment and software, net $ 13,423 $ 13,387

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2018
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, 2018 December 31, 2017 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Finite-lived intangible assets Domain names $ 2,551 $ (1,678) $ 873 $ 2,591 $ (1,663) $ 928 Customer relationships 23,186 (11,317) 11,869 23,486 (10,539) 12,947 Media content and broadcast rights 2,485 (1,061) 1,424 2,485 (936) 1,549 Acquired technology 578 (483) 95 578 (461) 117 Other intangible assets 68 (68) — 68 (68) — $ 28,868 $ (14,607) $ 14,261 $ 29,208 $ (13,667) $ 15,541 Indefinite-lived intangible assets Trademarks and trade names $ 8,276 $ 8,276 $ 8,276 $ 8,276 License to operate in China 130 130 129 129 Total intangible assets $ 37,274 $ 22,667 $ 37,613 $ 23,946 Total amortization expense was $1.3 million and $1.5 million for the three months ended March 31, 2018 and 2017, respectively. The following table summarizes the changes in goodwill during the three months ended March 31, 2018 and the year ended December 31, 2017 (in thousands): Three Months Ended March 31, 2018 Year Ended December 31, 2017 Travel & Entertainment Segment Corporate Entity and Other Business Units Total Travel & Entertainment Segment Corporate Entity and Other Business Units Total Balance at beginning of period $ 18,514 $ 1,585 $ 20,099 $ 18,514 $ 8,249 $ 26,763 Business acquisitions — — — — 2,116 2,116 Impairment of goodwill — — — — (8,796) (8,796) Other — 11 11 — 16 16 Balance at end of period $ 18,514 $ 1,596 $ 20,110 $ 18,514 $ 1,585 $ 20,099

INCOME TAX

INCOME TAX	3 Months Ended
	Mar. 31, 2018
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 10. INCOME TAX Our effective tax rate (“ETR”) from continuing operations was (0.22)% for the quarter ended March 31, 2018, due to indefinite-lived intangible assets and the effects of valuation allowances in various jurisdictions. The quarterly ETR has not significantly differed from our historical annual ETR. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), which makes broad and complex changes to the U.S. tax code that will affect the 2018 tax year. We have not completed our accounting for the Tax Act. As noted in our 2017 Form 10-K: — We were able to reasonably estimate certain effects and, therefore, recorded provisional adjustments associated with the impact on deferred tax assets and deferred tax liabilities from reduction of the U.S. federal corporate tax rate. — We were not yet able to reasonably estimate the effects for global intangible low-taxed income (GILTI) and deemed repatriation taxes. Therefore, no provisional adjustments were recorded.

DEBT

DEBT	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
DEBT	NOTE 11. DEBT Short-Term Debt 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, required us to repay the note plus a fee of $115 thousand on the maturity date of June 30, 2017. The note is accruing interest at $500 per day on the unpaid principal until we repay the note in full. Long-Term Debt The following table presents long-term debt (in thousands) as of : March 31, 2018 December 31, 2017 Loan due September 2020 $ 35,500 $ 35,500 Unamortized discount (560) (836) Unamortized debt issuance cost (32) (79) Carrying value of Loan 34,908 34,585 Exit fee payable in relation to Loan 3,500 3,500 Total long-term debt $ 38,408 $ 38,085 Less: current portion (11,500) (38,085) Long-term debt, less current portion and net of debt issuance cost $ 26,908 $ — On September 24, 2015, we entered into the Financing Agreement, pursuant to which the Lenders provided us with the $27.5 million Loan. We entered into Amendment No. 1 to Financing Agreement 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. As of March 31, 2018, the Loan bore interest at three-month LIBOR (with a floor of 1%) plus 10% per annum, payable monthly, and had a maturity date of September 24, 2018. As of March 31, 2018, the applicable interest rate on the Loan was approximately 12% per annum. Changes to the terms of the Financing Agreement made after the end of the period covered by this report are described in Note 16 . 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. On October 25, 2017, we entered into Amendment No. 2 and Waiver and Consent to Financing Agreement, pursuant to which the Lenders waived specified events of default under the Financing Agreement occurring prior to January 1, 2018, including but not limited to events of default resulting from our non-compliance with covenants requiring minimum consolidated EBITDA of Remark and its subsidiaries and value of our assets. The Lenders also waived the covenant related to restricted cash balance through September 19, 2017. On December 5, 2017, we entered into Amendment No. 3 to Financing Agreement pursuant to which the Lenders agreed, among other things, to modify certain of our covenants under the Financing Agreement, including (i) replacing the covenant regarding consolidated EBITDA of Remark and our subsidiaries with a covenant regarding consolidated gross revenue of our subsidiaries engaged in the operation of our KanKan business, (ii) modifying the covenants regarding consolidated EBITDA of Vegas.com and its subsidiaries and the value of certain of our assets, and (iii) increasing the amount we are permitted to invest in our non-U.S. subsidiaries operating our KanKan business, subject to certain conditions. The Financing Agreement, as amended, and the Security Agreement contain representations, warranties, affirmative and negative covenants (including financial covenants with respect to quarterly EBITDA levels of Vegas.com, quarterly revenue generated by KanKan 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.

OTHER LIABILITIES

OTHER LIABILITIES	3 Months Ended
	Mar. 31, 2018
Other Liabilities Disclosure [Abstract]
OTHER LIABILITIES	NOTE 12. OTHER LIABILITIES The following table presents the components of other liabilities (in thousands): March 31, 2018 December 31, 2017 Deferred rent $ 1,786 $ 1,820 Early lease termination liability 1,444 — Contingent consideration liability, net of current portion 960 940 Deferred tax liability, net 808 741 Other 35 — Total $ 5,033 $ 3,501 During the first quarter of 2018, we determined that we would no longer use certain leased office space and, as a result, we sublet the majority of such office space to third parties. As a result of our decision, we recognized $2.3 million of unallocated rent expense in the corporate entity, and an associated liability for early lease termination. The current portion of the liability is recorded in Accrued expense and other current liabilities, with the long-term portion recorded in Other liabilities (see table above). The following table presents the change in the liability balance related to the early lease termination (in thousands): Three Months Ended March 31, 2018 Balance at beginning of period $ — Establishment of early lease termination liability 2,295 Payment of rent and other costs (132) Receipt of amounts due under subleases 9 Other 1 Balance at end of period $ 2,173

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2018
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, exclusive of the liability for the Earnout Payments related to the VDC Acquisition.

STOCKHOLDERS' EQUITY AND NET LO

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE	3 Months Ended
	Mar. 31, 2018
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 private investors in exchange for approximately $1.3 million in cash. We did not make similar issuances of our common stock during the three months ended March 31, 2018. Stock-Based Compensation We are authorized to issue equity-based awards under our 2010 Equity Incentive Plan, our 2014 Incentive Plan, and our 2017 Incentive Plan, each of which our stockholders have approved. We also award cash bonuses ("China Cash Bonuses") to our employees in China, which grants are not subject to a formal incentive plan and which can only be settled in cash. 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 and China Cash Bonuses 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. When participants exercise stock options, we issue any shares of our common stock resulting from such exercise from new authorized and unallocated shares available at the time of exercise. The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of March 31, 2018, 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, 2018 9,397,056 $ 3.80 Granted 1,385,000 7.78 Exercised (63,960) 4.43 Forfeited, cancelled or expired (28,263) 4.59 Outstanding at March 31, 2018 10,689,833 $ 4.31 8.2 $ 18,254 Options exercisable at March 31, 2018 9,530,389 $ 4.52 8.1 $ 14,469 We granted an option to purchase 1.3 million shares of our common stock at an exercise price of $7.81 per share to Kai-Shing Tao, our Chief Executive Officer and Chairman of the Board, under the 2017 Incentive Plan, which our stockholders approved in January 2018. We recorded the entire $11.6 million of compensation expense associated with this award during the three months ended March 31, 2018 because Mr. Tao fully vested in the award at the time we received stockholder approval. During the three months ended March 31, 2018, we neither awarded restricted stock under our equity incentive plans nor did we engage in any significant activity with regard to our China Cash Bonuses. We incurred share-based compensation expense of $11.6 million and $0.3 million, respectively, during the three months ended March 31, 2018 and 2017. Net Income (Loss) per Share For the three months ended March 31, 2018 and 2017, there were no reconciling items related to either the numerator or denominator of the loss per share calculation.

SEGMENT INFORMATION

SEGMENT INFORMATION	3 Months Ended
	Mar. 31, 2018
Segment Reporting [Abstract]
SEGMENT INFORMATION	NOTE 15. SEGMENT INFORMATION We currently report on two segments: our Travel & Entertainment segment, which provides our customers with access to a full range of travel and entertainment services in Las Vegas and surrounding areas, and our Technology & Data Intelligence segment, which provides services to our customers based upon the data collected and processed by our proprietary data intelligence software. Our chief operating decision makers use Adjusted EBITDA as the primary measure of profitability for evaluating the operational performance of our reportable segments. Adjusted EBITDA represents operating income (loss) plus depreciation and amortization expense, share-based compensation expense, impairments and net other income, less other loss. For our Travel & Entertainment segment, Adjusted EBITDA includes an allocation of rent expense, which allocation we base on usage of space. We do not allocate certain other types of shared expense, such as legal and accounting, to our reportable segments; such costs are included in Corporate Entity and Other. The following table presents certain financial information, including a disaggregation of revenue, regarding our business segments and other entities for the three months ended March 31, 2018 and 2017 (in thousands): Travel & Entertainment Technology & Data Intelligence Corporate Entity and Other Consolidated Three Months Ended March 31, 2018 Revenue $ 14,898 $ 1,183 $ 643 $ 16,724 Adjusted EBITDA $ 167 $ (1,518) $ (5,552) $ (6,903) Three Months Ended March 31, 2017 Revenue $ 14,193 $ 131 $ 975 $ 15,299 Adjusted EBITDA $ 604 $ (480) $ (2,380) $ (2,256) The following table reconciles Adjusted EBITDA to Loss before income taxes (in thousands): Three Months Ended March 31, 2018 2017 Adjusted EBITDA $ (6,903) $ (2,256) Less: Depreciation and amortization (2,718) (2,861) Impairments — — Share-based compensation expense (11,605) (275) Other income, net (11) (19) Plus: Other loss 31 31 Operating loss $ (21,206) $ (5,380) Other income (expense) Interest expense (1,406) (1,018) Other income (loss), net 11 19 Change in fair value of warrant liability 8,610 6,569 Other loss (31) (31) Total other income, net $ 7,184 $ 5,539 Loss before income taxes $ (14,022) $ 159 The following table presents total assets for our segments and the corporate and other entities (in thousands): March 31, 2018 December 31, 2017 Travel & Entertainment segment $ 80,298 $ 75,820 Technology & Data Intelligence segment 4,778 5,105 Corporate entity and other business units 17,730 22,612 Consolidated $ 102,806 $ 103,537 Capital expenditures for our Travel & Entertainment segment totaled $1.0 million and $0.4 million during the three months ended March 31, 2018 and 2017, respectively, while capital expenditures for our Technology & Data Intelligence segment totaled $0.4 million during each of the same periods, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 16. SUBSEQUENT EVENTS On April 30, 2018, we entered into Amendment No. 4 and Waiver to Financing Agreement, dated as of the same date (the "Fourth Financing Amendment"), to amend the Financing Agreement. The Fourth Financing Amendment provided for, among other things, (i) a reduction in the interest rate on the remaining amount outstanding under the Financing Agreement to three-month LIBOR plus 8.5% per annum, (ii) an extension of the maturity date under the Financing Agreement to September 30, 2020, (iii) a modification of certain of our covenants under the Financing Agreement, including covenants regarding capital expenditures, minimum value of certain of our assets, consolidated EBITDA of Vegas.com and its subsidiaries, and revenue generated by KanKan (iv) an increase in the amount we are permitted to invest in our non-U.S. subsidiaries operating our KanKan business (v) a waiver by the Lenders of certain events of default under the Financing Agreement and (vi) prepayment by the Borrowers of $8.0 million principal amount outstanding and $3.5 million of exit fees under the Financing Agreement within 60 days following the date of the Fourth Financing Amendment. In consideration for the Lenders’ entry into the Fourth Financing Amendment, we also paid a closing fee of approximately $413 thousand.

SUMMARY OF SIGNIFICANT ACCOUN22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Accounting	We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of March 31, 2018, with the audited Consolidated Balance Sheet amounts as of December 31, 2017 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, 2018, 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 the Annual Report on Form 10-K (the "2017 Form 10-K”).
Consolidation	Consolidation We include all of our subsidiaries, which include the variable-interest entities for which we are the primary beneficiary, in our consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. To comply with China’s laws which restrict foreign ownership of entities that operate within industries deemed sensitive by the Chinese government, we employ what we believe is a commonly-used organizational structure consisting of a wholly-foreign owned enterprise (“WFOE”) and the VIEs to operate our KanKan business. We own 100% of the equity of the WFOE, while the VIEs are companies formed in China under local laws which are owned by members of our management team. We funded the registered capital and operating expenses of the VIEs by extending loans to the VIEs’ owners. We believe that we are the primary beneficiary of the VIEs because the equity holders of such entities do not have significant equity at risk and because we have been able to direct the operations of the VIEs.
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.
Changes to Significant Accounting Policies - Revenue Recognition	Changes to Significant Accounting Policies - Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, and all subsequent amendments (collectively “ASC 606”) using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of Accumulated deficit (the amount was not material). We have not retrospectively adjusted the information for the comparative period reported herein, which information we continue to report under the accounting standards in effect for that period. The amounts of revenue, accounts receivable and contract balances that we reported under ASC 606 as of and for the three months ended March 31, 2018, were not materially different than the amounts we would have reported under the accounting standards previously in effect. We recognize revenue when we transfer control of the promised goods or services to our customers, and we recognize an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. When customers pay us prior to when we satisfy our obligation to transfer control of promised goods or services, we record the amount that reflects the consideration to which we expect to be entitled as a contract liability until such time as we satisfy our performance obligation. As a result of our adoption of ASC 606, the line item previously labeled “Deferred revenue” on our condensed consolidated balance sheets is now labeled “Contract liability”; the comparative period balance as reported herein did not change as a result of our application of the modified retrospective transition approach. For our contracts with customers, we only extend short-term credit policies to our customers, generally of 90 days or less. We record the incremental costs of obtaining contracts as an expense when incurred, because such costs would otherwise be amortized over a period of less than one year if capitalized. Transaction Services Our Travel & Entertainment segment generates our Transaction Services revenue, primarily using an agency model. To a lesser extent, we use a merchant model when we directly provide tour services to customers. Under the agency model, various service providers with whom we maintain relationships are ultimately responsible for delivering the underlying services for which our customers transact, such as lodging, air travel, entertainment, or tours. Our obligation to our customers is to arrange for these service providers to provide the underlying services, and we satisfy our obligation at the point in time that these service providers begin to provide the underlying service (e.g., upon the check-in date for lodging stays, upon the show/performance date for entertainment transactions, etc.). We recognize revenue from transactions under this model on a net basis (i.e., the amount charged to our customers less the amounts we pay to the service providers). Under the merchant model, we provide tour services directly to our customers. Our obligation to provide the tour services is satisfied at the point in time that we finish providing the tour. For transactions occurring under this model, we recognize revenue on a gross basis. Under either model, our customers pay at the time the original transaction occurs via our sales channels, primarily the Vegas.com website and mobile application. Because the original transaction date almost always precedes the date that our performance obligation is satisfied, we record a contract liability for the amount of consideration received. In general, we satisfy most of our performance obligations within approximately three to four months from the original transaction date, and substantially all performance obligations are satisfied within one year from the original transaction date. Data Platform Services Our KanKan business generates our Data Platform Services revenue. Using our proprietary data intelligence software, we screen potential loan candidates to provide only high-quality loan candidates to affiliates of banks and other lending institutions in China. We earn a commission for our service and we recognize that commission at the point in time at which a loan is issued by the lending institutions to a loan candidate provided by us in an amount we determine by multiplying the commission rate specified in our contracts with the affiliates of the banks and other lending institutions by the amount of such loans issued to loan candidates we have provided. Per our contracts with the affiliates of the banks and other lending institutions, we may be required to reimburse the affiliates of such lending institutions for a certain percentage of any loan defaults. We have determined that the portion of such contracts potentially requiring us to reimburse our customers represents a guarantee, the accounting for which is not within the scope of ASC 606. As a result, we account for such guarantee using other GAAP and record an initial liability equal to the total potential amount that we could be required to reimburse upon default, which approximates fair value. We initially record the liability in Accrued expense and other current liabilities in our consolidated balance sheets. As we are released from our obligation to perform under the guarantee, we record the amount of reduction in the guarantee liability as Data Platform Services revenue. We have not yet recorded material amounts of revenue resulting from being released from our guarantee obligation. Advertising and Other Our Travel & Entertainment segment generates the majority of our advertising revenue, and we report the remaining amount of advertising revenue in Corporate Entity and Other in our segment information. We primarily generate advertising revenue from the use of sponsored links and display advertising placed directly on our website pages. Substantially all of our advertising contracts with customers are completed within one year or less. In click-through advertising contracts with customers, our obligation is to place our customers’ interactive ads on our websites for a specified period of time. We recognize revenue from click-through advertising at the point in time at which visitors to our websites click through the ads to our advertising customers’ websites. Any variability regarding contract consideration is resolved within the reporting period. Some of our advertising contracts with customers require us to place our advertising customers’ static display ads on our websites for a specified period of time or in a specific location on our websites, or both. We recognize revenue from such advertising placement arrangements either over time (ratably over the contract term) or based upon the delivery of advertising impressions, depending upon the terms of the contract. We also generate revenue from other sources, such as from e-commerce activity in which we sell goods to our customers, or media production which involves us producing video or Internet-based content for our customers. We recognize the revenue from these contracts at the point in time when we transfer control of the good sold to the customer or when we deliver the promised media content.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board issued 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; however, we expect the impact to be material, as we will be recording assets and liabilities related to most of our leases, including our leases for office space, which we currently account for as operating leases.

REVENUE (Tables)

REVENUE (Tables)	3 Months Ended
	Mar. 31, 2018
Revenue from Contract with Customer [Abstract]
Schedule of disaggregation of revenue	The following table presents a disaggregation of our revenue by major category for the three months ended March 31, 2018 (in thousands): Revenue category Amount Transaction services $ 13,852 Data platform services 1,183 Advertising and other 1,689 Revenue $ 16,724

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2018
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: March 31, 2018 December 31, 2017 CBG Financing Warrants Expected volatility 60.00 % 60.00 % Risk-free interest rate 2.33 % 1.96 % Expected remaining term (years) 2.48 2.73 CBG Acquisition Warrants Expected volatility 60.00 % 60.00 % Risk-free interest rate 2.59 % 2.25 % Expected remaining term (years) 5.47 5.72 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, 2018, we estimated that two 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 CBG Financing Warrants and the 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 $ 385 $ 505 CBG Acquisition Warrants 1,265 1,265 Change in stock price CBG Financing Warrants $ 565 $ 650 CBG Acquisition Warrants 1,095 805
Reconciliation of liabilities of warrants	The following table presents the change in the liability balance associated with our liability-classified warrants (in thousands): Three Months Ended March 31, 2018 Year Ended December 31, 2017 Balance at beginning of period $ 89,169 $ 25,030 Warrant exercises (59,907) — Increase (decrease) in fair value (8,610) 64,139 Balance at end of period $ 20,652 $ 89,169
Reconciliation of earnout payments	The following table presents the change during the three months ended March 31, 2018 in the balance of the liability associated with the Earnout Payments (in thousands): Balance at beginning of period $ 1,930 Change in fair value of contingent consideration (included in Other loss) 30 Balance at end of period $ 1,960

RESTRICTED CASH (Tables)

RESTRICTED CASH (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 December 31, 2017 Cash and cash equivalents $ 21,851 $ 22,632 Restricted cash reported in current assets 9,409 11,670 Restricted cash reported in long-term assets 2,250 — Total cash, cash equivalents and restricted cash $ 33,510 $ 34,302

PREPAID EXPENSE AND OTHER CUR26

PREPAID EXPENSE AND OTHER CURRENT ASSETS (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 December 31, 2017 Prepaid expense $ 2,755 $ 2,036 Deposits 2,084 1,960 Inventory, net 330 234 Other current assets 948 1,288 Total $ 6,117 $ 5,518

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2018
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, 2018 December 31, 2017 Vehicles 5 $ 1,108 $ 447 Computers and equipment 2 - 12 1,819 1,635 Furniture and fixtures 2 - 9 218 220 Software 3 - 5 21,118 20,773 Software development in progress 2,076 1,935 Leasehold improvements 1 - 10 501 328 Total property, equipment and software $ 26,840 $ 25,338 Less accumulated depreciation (13,417) (11,951) Total property, equipment and software, net $ 13,423 $ 13,387

GOODWILL AND OTHER INTANGIBLE28

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-lived intangible assets	The following table summarizes intangible assets by category (in thousands): March 31, 2018 December 31, 2017 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Finite-lived intangible assets Domain names $ 2,551 $ (1,678) $ 873 $ 2,591 $ (1,663) $ 928 Customer relationships 23,186 (11,317) 11,869 23,486 (10,539) 12,947 Media content and broadcast rights 2,485 (1,061) 1,424 2,485 (936) 1,549 Acquired technology 578 (483) 95 578 (461) 117 Other intangible assets 68 (68) — 68 (68) — $ 28,868 $ (14,607) $ 14,261 $ 29,208 $ (13,667) $ 15,541 Indefinite-lived intangible assets Trademarks and trade names $ 8,276 $ 8,276 $ 8,276 $ 8,276 License to operate in China 130 130 129 129 Total intangible assets $ 37,274 $ 22,667 $ 37,613 $ 23,946
Indefinite-lived intangible assets	The following table summarizes intangible assets by category (in thousands): March 31, 2018 December 31, 2017 Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Finite-lived intangible assets Domain names $ 2,551 $ (1,678) $ 873 $ 2,591 $ (1,663) $ 928 Customer relationships 23,186 (11,317) 11,869 23,486 (10,539) 12,947 Media content and broadcast rights 2,485 (1,061) 1,424 2,485 (936) 1,549 Acquired technology 578 (483) 95 578 (461) 117 Other intangible assets 68 (68) — 68 (68) — $ 28,868 $ (14,607) $ 14,261 $ 29,208 $ (13,667) $ 15,541 Indefinite-lived intangible assets Trademarks and trade names $ 8,276 $ 8,276 $ 8,276 $ 8,276 License to operate in China 130 130 129 129 Total intangible assets $ 37,274 $ 22,667 $ 37,613 $ 23,946
Goodwill	The following table summarizes the changes in goodwill during the three months ended March 31, 2018 and the year ended December 31, 2017 (in thousands): Three Months Ended March 31, 2018 Year Ended December 31, 2017 Travel & Entertainment Segment Corporate Entity and Other Business Units Total Travel & Entertainment Segment Corporate Entity and Other Business Units Total Balance at beginning of period $ 18,514 $ 1,585 $ 20,099 $ 18,514 $ 8,249 $ 26,763 Business acquisitions — — — — 2,116 2,116 Impairment of goodwill — — — — (8,796) (8,796) Other — 11 11 — 16 16 Balance at end of period $ 18,514 $ 1,596 $ 20,110 $ 18,514 $ 1,585 $ 20,099

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Schedule of long-term debt instruments	The following table presents long-term debt (in thousands) as of : March 31, 2018 December 31, 2017 Loan due September 2020 $ 35,500 $ 35,500 Unamortized discount (560) (836) Unamortized debt issuance cost (32) (79) Carrying value of Loan 34,908 34,585 Exit fee payable in relation to Loan 3,500 3,500 Total long-term debt $ 38,408 $ 38,085 Less: current portion (11,500) (38,085) Long-term debt, less current portion and net of debt issuance cost $ 26,908 $ —

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2018
Other Liabilities Disclosure [Abstract]
Other liabilities	The following table presents the components of other liabilities (in thousands): March 31, 2018 December 31, 2017 Deferred rent $ 1,786 $ 1,820 Early lease termination liability 1,444 — Contingent consideration liability, net of current portion 960 940 Deferred tax liability, net 808 741 Other 35 — Total $ 5,033 $ 3,501
Early lease termination liability	The following table presents the change in the liability balance related to the early lease termination (in thousands): Three Months Ended March 31, 2018 Balance at beginning of period $ — Establishment of early lease termination liability 2,295 Payment of rent and other costs (132) Receipt of amounts due under subleases 9 Other 1 Balance at end of period $ 2,173

STOCKHOLDERS' EQUITY AND NET 31

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity Note [Abstract]
Stock option activity under equity incentive plans	The following table summarizes activity under our equity incentive plans related to equity-classified stock option grants as of March 31, 2018, 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, 2018 9,397,056 $ 3.80 Granted 1,385,000 7.78 Exercised (63,960) 4.43 Forfeited, cancelled or expired (28,263) 4.59 Outstanding at March 31, 2018 10,689,833 $ 4.31 8.2 $ 18,254 Options exercisable at March 31, 2018 9,530,389 $ 4.52 8.1 $ 14,469

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2018
Segment Reporting [Abstract]
Schedule of segment reporting information, by segment	The following table presents certain financial information, including a disaggregation of revenue, regarding our business segments and other entities for the three months ended March 31, 2018 and 2017 (in thousands): Travel & Entertainment Technology & Data Intelligence Corporate Entity and Other Consolidated Three Months Ended March 31, 2018 Revenue $ 14,898 $ 1,183 $ 643 $ 16,724 Adjusted EBITDA $ 167 $ (1,518) $ (5,552) $ (6,903) Three Months Ended March 31, 2017 Revenue $ 14,193 $ 131 $ 975 $ 15,299 Adjusted EBITDA $ 604 $ (480) $ (2,380) $ (2,256) The following table reconciles Adjusted EBITDA to Loss before income taxes (in thousands): Three Months Ended March 31, 2018 2017 Adjusted EBITDA $ (6,903) $ (2,256) Less: Depreciation and amortization (2,718) (2,861) Impairments — — Share-based compensation expense (11,605) (275) Other income, net (11) (19) Plus: Other loss 31 31 Operating loss $ (21,206) $ (5,380) Other income (expense) Interest expense (1,406) (1,018) Other income (loss), net 11 19 Change in fair value of warrant liability 8,610 6,569 Other loss (31) (31) Total other income, net $ 7,184 $ 5,539 Loss before income taxes $ (14,022) $ 159 The following table presents total assets for our segments and the corporate and other entities (in thousands): March 31, 2018 December 31, 2017 Travel & Entertainment segment $ 80,298 $ 75,820 Technology & Data Intelligence segment 4,778 5,105 Corporate entity and other business units 17,730 22,612 Consolidated $ 102,806 $ 103,537

ORGANIZATION AND BUSINESS (Deta

ORGANIZATION AND BUSINESS (Details) - USD ($)	Sep. 18, 2017	Nov. 09, 2016	Sep. 20, 2016	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Sep. 24, 2015
Debt Instrument [Line Items]
Accumulated deficit				$ 313,708,000		$ 299,848,000
Cash and cash equivalents				21,851,000		22,632,000
Working capital				29,400,000
Revenue				16,724,000	$ 15,299,000
Common stock issuances					$ 1,300,000
Loans Payable
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
Common Stock
Debt Instrument [Line Items]
Common stock issuances (in shares)				0	382,308
Common stock issuances				$ 0	$ 1,300,000
Common Stock | Common Stock Purchase Agreement with Aspire Capital Fund, LLC
Debt Instrument [Line Items]
Stock purchase obligation		$ 20,000,000
Period of purchase stock		30 months
Common Stock | First Amendment to Common Stock Purchase Agreement with Aspire Capital Fund, LLC
Debt Instrument [Line Items]
Increase in number of shares to be purchased (in shares)	2,000,000
Value of shares purchased to date				$ 12,800,000

SUMMARY OF SIGNIFICANT ACCOUN34

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Typical maximum term of short-term credit policies extended to customers	90 days
Substantially all performance period	1 year
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Typical performance period	3 months
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Typical performance period	4 months

REVENUE (Details)

REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Revenue	$ 16,724	$ 15,299
Substantially all performance period	1 year
Revenue recognized	$ 2,900
Transaction services
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Revenue	13,852
Data platform services
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Revenue	1,183
Advertising and other
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Revenue	$ 1,689

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule of Assumptions Used in Calculating the Fair Value of Warrants (Details) - China Branding Group Limited	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
CBG Financing Warrants
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	60.00%	60.00%
Risk-free interest rate	2.33%	1.96%
Expected remaining term (years)	2 years 5 months 23 days	2 years 8 months 23 days
CBG Acquisition Warrants | Warrant
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Expected volatility	60.00%	60.00%
Risk-free interest rate	2.59%	2.25%
Expected remaining term (years)	5 years 5 months 19 days	5 years 8 months 19 days

FAIR VALUE MEASUREMENTS - Estim

FAIR VALUE MEASUREMENTS - Estimate of Expected Volatility and Stock Price (Details) - China Branding Group Limited $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)
CBG Financing Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value resulting from 5% increase in expected volatility	$ 385
Changes in fair value resulting from 5% decrease in expected volatility	505
Changes in fair value resulting from 5% increase of stock price	565
Changes in fair value resulting from 5% decrease of stock price	650
CBG Acquisition Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Changes in fair value resulting from 5% increase in expected volatility	1,265
Changes in fair value resulting from 5% decrease in expected volatility	1,265
Changes in fair value resulting from 5% increase of stock price	1,095
Changes in fair value resulting from 5% decrease of stock price	$ 805

FAIR VALUE MEASUREMENTS - Narra

FAIR VALUE MEASUREMENTS - Narrative (Details)	Jan. 10, 2018$ / sharesshares	Jan. 08, 2018shares	Mar. 31, 2018future_event
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated future equity financing events | future_event			2
Stock price trigger (in dollars per share) | $ / shares	$ 14
Former Owner of Subsidiary
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercised warrants (shares)		2,416,996
Warrants that would have been issued to holders on as-exercised basis (shares)	6,184,414
Shares issued in conversion of stock (shares)	2,236,915	750,102
Lender
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)	3,117,148
Shares issued in conversion of stock (shares)	1,385,396

FAIR VALUE MEASUREMENTS - Chang

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, 2018	Dec. 31, 2017
Change in the Fair Value of Warrants
Balance at beginning of period	$ 89,169	$ 25,030
Warrant exercises	(59,907)	0
Increase (decrease) in fair value	(8,610)	64,139
Balance at end of period	20,652	89,169
Vegas.com LLC
Contingent Consideration
Balance at beginning of period	1,930
Change in fair value of contingent consideration (included in Other loss)	30
Balance at end of period	$ 1,960	$ 1,930

RESTRICTED CASH (Details)

RESTRICTED CASH (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 21,851	$ 22,632
Restricted cash reported in current assets	9,409	11,670
Restricted cash reported in long-term assets	2,250	0
Total cash, cash equivalents and restricted cash	$ 33,510	$ 34,302	$ 20,259	$ 18,548

INVESTMENT IN UNCONSOLIDATED 41

INVESTMENT IN UNCONSOLIDATED AFFILIATE (Details)	Mar. 31, 2018
Sharecare
Noncontrolling Interest [Line Items]
Ownership percentage in unconsolidated affiliate	5.00%

PREPAID EXPENSE AND OTHER CUR42

PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Prepaid Expense and Other Current Assets
Prepaid expense	$ 2,755	$ 2,036
Deposits	2,084	1,960
Inventory, net	330	234
Other current assets	948	1,288
Total	$ 6,117	$ 5,518

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Total property, equipment and software	$ 26,840		$ 25,338
Less accumulated depreciation	(13,417)		(11,951)
Total property, equipment and software, net	13,423		13,387
Depreciation and amortization	$ 1,400	$ 1,300
Vehicles
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	5 years
Total property, equipment and software	$ 1,108		447
Computers and equipment
Property, Plant and Equipment [Line Items]
Total property, equipment and software	1,819		1,635
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property, equipment and software	218		220
Software
Property, Plant and Equipment [Line Items]
Total property, equipment and software	21,118		20,773
Software development in progress
Property, Plant and Equipment [Line Items]
Total property, equipment and software	2,076		1,935
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, equipment and software	$ 501		$ 328
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
Minimum | Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	1 year
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
Maximum | Leasehold improvements
Property, Plant and Equipment [Line Items]
Estimated Life (Years)	10 years

GOODWILL AND OTHER INTANGIBLE44

GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Finite-lived intangible assets
Gross Amount	$ 28,868		$ 29,208
Accumulated Amortization	(14,607)		(13,667)
Net Amount	14,261		15,541
Indefinite-lived intangible assets
Total intangible assets, Gross Amount	37,274		37,613
Total intangible assets, Net Amount	22,667		23,946
Amortization expense	1,300	$ 1,500
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	130		129
Domain names
Finite-lived intangible assets
Gross Amount	2,551		2,591
Accumulated Amortization	(1,678)		(1,663)
Net Amount	873		928
Customer relationships
Finite-lived intangible assets
Gross Amount	23,186		23,486
Accumulated Amortization	(11,317)		(10,539)
Net Amount	11,869		12,947
Media content and broadcast rights
Finite-lived intangible assets
Gross Amount	2,485		2,485
Accumulated Amortization	(1,061)		(936)
Net Amount	1,424		1,549
Acquired technology
Finite-lived intangible assets
Gross Amount	578		578
Accumulated Amortization	(483)		(461)
Net Amount	95		117
Other intangible assets
Finite-lived intangible assets
Gross Amount	68		68
Accumulated Amortization	(68)		(68)
Net Amount	$ 0		$ 0

GOODWILL AND OTHER INTANGIBLE45

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Goodwill [Roll Forward]
Balance at beginning of period	$ 20,099	$ 26,763
Business acquisitions	0	2,116
Impairment of goodwill	0	(8,796)
Other	11	16
Balance at end of period	20,110	20,099
Operating Segments | Travel & entertainment segment
Goodwill [Roll Forward]
Balance at beginning of period	18,514	18,514
Business acquisitions	0	0
Impairment of goodwill	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	1,585	8,249
Business acquisitions	0	2,116
Impairment of goodwill	0	(8,796)
Other	11	16
Balance at end of period	$ 1,596	$ 1,585

INCOME TAX (Details)

INCOME TAX (Details)	3 Months Ended
	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Effective tax rate	(0.22%)

DEBT - Note Payable (Details)

DEBT - Note Payable (Details) - Short-term note payable to private lender	Apr. 12, 2017USD ($)
Short-term Debt [Line Items]
Short-term note payable	$ 3,000,000
Fee payable in relation to short-term note payable	115,000
Daily interest accrued on unpaid balance after maturity	$ 500

DEBT - Schedule of Debt Instrum

DEBT - Schedule of Debt Instruments (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Sep. 20, 2016	Sep. 24, 2015
Debt Instrument [Line Items]
Less: current portion	$ (11,500,000)	$ (38,085,000)
Long-term debt, less current portion and net of debt issuance cost	26,908,000	0
Loans Payable
Debt Instrument [Line Items]
Original principal amount	35,500,000	35,500,000	$ 35,500,000	$ 27,500,000
Unamortized discount	(560,000)	(836,000)
Unamortized debt issuance cost	(32,000)	(79,000)
Carrying value of Loan	34,908,000	34,585,000
Exit fee payable in relation to Loan	3,500,000	3,500,000
Total long-term debt	38,408,000	38,085,000
Less: current portion	(11,500,000)	(38,085,000)
Long-term debt, less current portion and net of debt issuance cost	$ 26,908,000	$ 0

DEBT - Narrative (Details)

DEBT - Narrative (Details) - Loans Payable - USD ($)	Sep. 20, 2016	Mar. 31, 2018	Dec. 31, 2017	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		12.00%
LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate	10.00%

OTHER LIABILITIES (Details)

OTHER LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Other Liabilities Disclosure [Abstract]
Deferred rent	$ 1,786	$ 1,820
Early lease termination liability	1,444	0
Contingent consideration liability, net of current portion	960	940
Deferred tax liability, net	808	741
Other	35	0
Total	$ 5,033	$ 3,501

OTHER LIABILITIES - Early Lease

OTHER LIABILITIES - Early Lease Termination Liability (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)
Restructuring Reserve [Roll Forward]
Balance at beginning of period	$ 0
Establishment of early lease termination liability	2,295
Payment of rent and other costs	(132)
Receipt of amounts due under subleases	9
Other	1
Balance at end of period	2,173
Corporate Entity and Other
Restructuring Cost and Reserve [Line Items]
Rent expense	$ 2,300

STOCKHOLDERS' EQUITY AND NET 52

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2018	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock issuances			$ 1,300
Share-based compensation expense		$ 11,605	$ 275
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock issuances (in shares)		0	382,308
Common stock issuances		$ 0	$ 1,300
Option award expiration period		10 years
CEO and Chairman of the Board | 2017 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	1,300,000
Share price (in dollars per share)	$ 7.81
Share-based compensation expense	$ 11,600

STOCKHOLDERS' EQUITY AND NET 53

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Stock Options Activity (Details) - Stock Options $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)$ / sharesshares
Shares
Outstanding at beginning of period (in shares) | shares	9,397,056
Granted (in shares) | shares	1,385,000
Exercised (in shares) | shares	(63,960)
Forfeited, cancelled or expired (in shares) | shares	(28,263)
Outstanding at end of period (in shares) | shares	10,689,833
Options exercisable at end of period (in shares) | shares	9,530,389
Weighted-Average Exercise Price (in dollars per share)
Outstanding at beginning of period (in dollars per share) | $ / shares	$ 3.80
Granted (in dollars per share) | $ / shares	7.78
Exercised (in dollars per share) | $ / shares	4.43
Forfeited, cancelled or expired (in dollars per share) | $ / shares	4.59
Outstanding at end of period (in dollars per share) | $ / shares	4.31
Options exercisable at end of period (in dollars per share) | $ / shares	$ 4.52
Weighted-Average Remaining Contractual Term (in years)
Outstanding at end of period	8 years 2 months 12 days
Options exercisable at end of period	8 years 1 month 6 days
Aggregate Intrinsic Value (in thousands)
Outstanding at end of period | $	$ 18,254
Options exercisable at end of period | $	$ 14,469

STOCKHOLDERS' EQUITY AND NET 54

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Net Loss Per Share (Details)	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Hotelmobi, Inc. | Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares) | shares	1,000,000
CBG Acquisition Warrants | China Branding Group Limited
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Equity interests issued (in shares) | shares	40,000
Exercise price (usd per share)	$ 10
CBG Financing Warrants | China Branding Group Limited
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Equity interests issued (in shares) | shares	2,961,774
Exercise price (usd per share)	$ 4.96
Warrant One | Hotelmobi, Inc.
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Exercise price (usd per share)	8
Warrant Two | Hotelmobi, Inc.
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Exercise price (usd per share)	$ 12

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)segment	Mar. 31, 2017USD ($)	Dec. 31, 2017USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment	2
Revenue	$ 16,724	$ 15,299
Adjusted EBITDA	(6,903)	(2,256)
Depreciation and amortization	(2,718)	(2,861)
Impairments	0	0
Share-based compensation expense	(11,605)	(275)
Other income, net	(11)	(19)
Other loss	31	31
Operating loss	(21,206)	(5,380)
Other income (expense)
Interest expense	(1,406)	(1,018)
Other income, net	11	19
Change in fair value of warrant liability	8,610	6,569
Other loss	(31)	(31)
Total other income, net	7,184	5,539
Income (loss) before income taxes	(14,022)	159
Assets	102,806		$ 103,537
Capital expenditures	1,405	813
Operating Segments | Travel & entertainment segment
Segment Reporting Information [Line Items]
Revenue	14,898	14,193
Adjusted EBITDA	167	604
Other income (expense)
Assets	80,298		75,820
Capital expenditures	1,000	400
Operating Segments | Technology & Data Intelligence
Segment Reporting Information [Line Items]
Revenue	1,183	131
Adjusted EBITDA	(1,518)	(480)
Other income (expense)
Assets	4,778		5,105
Capital expenditures	400	400
Corporate Entity and Other
Segment Reporting Information [Line Items]
Revenue	643	975
Adjusted EBITDA	(5,552)	$ (2,380)
Other income (expense)
Assets	$ 17,730		$ 22,612

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	Apr. 30, 2018	Sep. 20, 2016	Mar. 31, 2018	Dec. 31, 2017
Loans Payable
Subsequent Event [Line Items]
Exit fee payable in relation to Loan			$ 3,500	$ 3,500
Loans Payable | LIBOR
Subsequent Event [Line Items]
Basis spread on variable rate		10.00%
Amendment | Subsequent Event
Subsequent Event [Line Items]
Prepayment of debt	$ 8,000
Exit fee payable in relation to Loan	3,500
Closing fee	$ 413
Amendment | Loans Payable | LIBOR | Subsequent Event
Subsequent Event [Line Items]
Basis spread on variable rate	8.50%