Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Rocket Fuel Inc. | |
Entity Central Index Key | 1477200 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 42,185,121 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $92,055 | $107,056 |
Accounts receivable, net | 112,689 | 135,400 |
Deferred tax assets | 1,716 | 1,716 |
Prepaid expenses | 4,029 | 3,698 |
Other current assets | 6,915 | 12,531 |
Total current assets | 217,404 | 260,401 |
Property, equipment and software, net | 91,752 | 89,441 |
Restricted cash | 2,188 | 2,915 |
Intangible assets | 65,072 | 69,299 |
Goodwill | 115,412 | 115,412 |
Other assets | 1,364 | 1,797 |
Total assets | 493,192 | 539,265 |
Current Liabilities: | ||
Accounts payable | 63,408 | 76,085 |
Accrued and other current liabilities | 28,833 | 33,258 |
Deferred revenue | 3,124 | 593 |
Current portion of capital leases | 5,691 | 5,482 |
Current portion of debt | 45,720 | 45,705 |
Total current liabilities | 146,776 | 161,123 |
Long-term debt—Less current portion | 21,907 | 23,335 |
Capital leases—Less current portion | 11,156 | 12,341 |
Deferred rent—Less current portion | 26,521 | 26,818 |
Deferred tax liabilities | 2,044 | 2,068 |
Other liabilities | 808 | 814 |
Total liabilities | 209,212 | 226,499 |
Commitments and contingencies (Note 12) | ||
Stockholders’ Equity | ||
Common stock, $0.001 par value— 1,000,000,000 authorized as of March 31, 2015 and December 31, 2014; 42,141,742 and 42,002,533 issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 42 | 42 |
Additional paid-in capital | 429,816 | 421,630 |
Accumulated other comprehensive loss | -229 | -120 |
Accumulated deficit | -145,649 | -108,786 |
Total stockholders’ equity | 283,980 | 312,766 |
Total liabilities and stockholders’ equity | $493,192 | $539,265 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 42,141,742 | 42,002,533 |
Common stock, shares outstanding | 42,141,742 | 42,002,533 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenue | $104,334 | $74,397 |
Costs and expenses: | ||
Media costs | 45,561 | 29,707 |
Other cost of revenue | 19,956 | 7,828 |
Research and development | 11,323 | 7,241 |
Sales and marketing | 42,878 | 29,759 |
General and administrative | 17,574 | 10,340 |
Total costs and expenses | 137,292 | 84,875 |
Operating loss | -32,958 | -10,478 |
Interest expense | 1,340 | 414 |
Other (income) expense, net | 2,208 | 19 |
Loss before income taxes | -36,506 | -10,911 |
Income tax (benefit) provision | 357 | 314 |
Net loss | ($36,863) | ($11,225) |
Basic and diluted net loss per share attributable to common stockholders (in dollars per share) | ($0.88) | ($0.33) |
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders (shares) | 41,981 | 34,033 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net loss | ($36,863) | ($11,225) | ||
Other comprehensive loss: | ||||
Foreign currency translation adjustments | -109 | [1] | 32 | [1] |
Comprehensive loss | ($36,972) | ($11,193) | ||
[1] | Reclassifications out of Other comprehensive income (loss) into Net loss were not significant. |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Series C1 Preferred Stock [Member] | Convertible Preferred Stock [Member] | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
In Thousands, except Share data, unless otherwise specified | |||||||
Balance at Dec. 31, 2011 | $13,388 | $26,224 | $7 | $364 | ($7) | ($13,200) | |
Balance (in shares) at Dec. 31, 2011 | 16,546,257 | 7,927,771 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of common stock upon exercises of employee stock options, net of repurchases | 181 | 1 | 180 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 13,571 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 33 | 33 | |||||
Issuance of common stock upon exercises of employee stock options, net of repurchases (in shares) | 738,699 | ||||||
Issuance of stock, net of issuance costs | 34,393 | 34,393 | |||||
Issuance of stock, net of issuance costs (in shares) | 2,932,675 | ||||||
Stock-based compensation | 3,288 | 3,288 | |||||
Foreign currency translation adjustment | -77 | -77 | |||||
Net loss | -10,343 | -10,343 | |||||
Balance at Dec. 31, 2012 | 40,863 | 60,617 | 8 | 3,865 | -84 | -23,543 | |
Balance (in shares) at Dec. 31, 2012 | 19,478,932 | 8,680,041 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of common stock upon exercises of employee stock options, net of repurchases | 637 | 1 | 636 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | -19,478,932 | 19,478,932 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 0 | -60,617 | 19 | 60,598 | |||
Common Stock Issued During Period Shares Conversion of Warrants | 266,530 | ||||||
Common Stock Issued During Period Value Conversion of Warrants | 7,580 | 1 | 7,579 | ||||
Issuance of common stock upon exercises of employee stock options, net of repurchases (in shares) | 400,489 | ||||||
Issuance of stock, net of issuance costs | 103,307 | 4 | 103,303 | ||||
Issuance of stock, net of issuance costs (in shares) | 4,000,000 | ||||||
Stock-based compensation | 11,643 | 11,643 | |||||
Foreign currency translation adjustment | 69 | 69 | |||||
Net loss | -20,932 | -20,932 | |||||
Balance at Dec. 31, 2013 | 143,167 | 33 | 187,624 | -15 | -44,475 | ||
Balance (in shares) at Dec. 31, 2013 | 32,825,992 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of common stock upon exercises of employee stock options, net of repurchases | 4,545 | 2 | 4,543 | ||||
Issuance of common stock upon exercises of employee stock options, net of repurchases (in shares) | 1,473,565 | ||||||
Issuance of common stock upon vesting of restricted stock units | 0 | 0 | |||||
Issuance of common stock upon exercise vesting of restricted stock units (in shares) | 118,147 | ||||||
Shares withheld related to net share settlement of restricted stock units | -567 | -567 | |||||
Stock Issued During Period, Shares, Acquisitions | 5,253,084 | ||||||
Stock Issued During Period, Value, Acquisitions | 82,421 | 5 | 82,416 | ||||
Shares withheld related to net share settlement of restricted stock units (in shares) | -38,242 | ||||||
Issuance of common stock in connection with employee stock purchase plan | 6,454 | 6,454 | |||||
Issuance of stock, net of issuance costs | 115,403 | 2 | 115,401 | ||||
Issuance of stock, net of issuance costs (in shares) | 2,000,000 | ||||||
Issuance of common stock in connection with employee stock purchase plan (in shares) | 369,987 | ||||||
Stock-based compensation | 25,481 | 25,481 | |||||
Foreign currency translation adjustment | -105 | -105 | |||||
Tax benefit from stock-based award activity | 278 | 278 | |||||
Net loss | -64,311 | -64,311 | |||||
Balance at Dec. 31, 2014 | $312,766 | $42 | $421,630 | ($120) | ($108,786) | ||
Balance (in shares) at Dec. 31, 2014 | 42,002,533 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
OPERATING ACTIVITIES: | ||
Net loss | ($36,863) | ($11,225) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 11,866 | 2,920 |
Stock-based compensation | 7,447 | 5,125 |
Deferred taxes | 285 | 0 |
Excess tax benefit from stock-based activity | 0 | -147 |
Other non-cash adjustments, net | 509 | 84 |
Changes in operating assets and liabilities, net of effects of acquisition: | ||
Accounts receivable | 22,549 | 7,175 |
Prepaid expenses and other assets | 5,379 | -3,559 |
Accounts payable | -14,812 | -5,004 |
Accrued and other liabilities | -4,271 | -100 |
Deferred rent | 1,184 | 3,570 |
Deferred revenue | 2,530 | -40 |
Net cash used in operating activities | -4,197 | -1,201 |
INVESTING ACTIVITIES: | ||
Purchases of property, equipment and software | -5,519 | -7,177 |
Capitalized internal-use software development costs | -3,076 | -1,757 |
Changes in restricted cash | 636 | -2,281 |
Net cash used in investing activities | -7,959 | -11,215 |
FINANCING ACTIVITIES: | ||
Proceeds from the issuance of common stock in initial and follow-on public offering, net of underwriting discounts, commission and issuance costs | 0 | 115,525 |
Proceeds from employee stock plans, net | 189 | 1,059 |
Excess tax benefit from stock-based activity | 0 | 147 |
Repayment of capital lease obligations | -1,090 | -38 |
Proceeds from debt facilities, net of debt issuance costs | -242 | 0 |
Repayment of debt | -1,500 | 0 |
Net cash (used in) provided by financing activities | -2,643 | 116,693 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | -202 | 24 |
CHANGE IN CASH AND CASH EQUIVALENTS | -15,001 | 104,301 |
CASH AND CASH EQUIVALENTS—Beginning of period | 107,056 | 113,873 |
CASH AND CASH EQUIVALENTS—End of period | 92,055 | 218,174 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Cash paid for income taxes, net of refunds | 205 | 200 |
Cash paid for interest | 914 | 347 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchases of property and equipment recorded in accounts payable and accruals | 623 | 5,585 |
Offering costs recorded in accrued liabilities | 0 | 216 |
Property, plant and equipment acquired under capital lease obligations | 325 | 1,769 |
Vesting of early exercised options | 53 | 303 |
Stock-based compensation capitalized in internal-use software costs | $494 | $403 |
NATURE_OF_BUSINESS_AND_SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Rocket Fuel Inc. (the “Company”) was incorporated as a Delaware corporation on March 25, 2008. The Company is a provider of artificial-intelligence digital advertising solutions headquartered in Redwood City. | |
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in Consolidated Financial Statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. The Condensed Consolidated Balance Sheet data as of December 31, 2014 was derived from audited financial statements, but does not include all disclosures required by GAAP. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of our financial position and our results of operations and cash flows. | |
These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. | |
The significant accounting policies and recent accounting pronouncements were described in Note 1 to the Consolidated Financial Statements included in the 2014 Annual Report on Form 10-K for the fiscal year ended December 31, 2014. There have been no significant changes in or updates to the accounting policies since December 31, 2014 other than as presented below. | |
Concentration of Credit Risk—Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. A significant portion of the Company’s cash is held at four major financial institutions that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts. | |
The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers' accounts receivable balances. As of March 31, 2015 and December 31, 2014, two agency holding companies and no single advertiser accounted for 10% or more of accounts receivable. | |
With respect to revenue concentration, the Company defines a customer as an advertiser that is a distinct source of revenue and is legally bound to pay for the advertising services that the Company delivers on the advertiser’s behalf. The Company counts all advertisers within a single corporate structure as one customer even in cases where multiple brands, branches or divisions of an organization enter into separate contracts with the Company. During the three months ended March 31, 2015 and 2014, no single customer represented 10% or more of revenue. | |
The Company also monitors the percentage of revenue from advertising agencies, even though advertising agencies that act on behalf of the Company’s advertisers are not considered customers based on the definition above. If all branches and divisions within each global advertising agency were considered to be a single agency for this purpose, two agency holding companies would have been associated with 10% or more of revenue during the three months ended March 31, 2015 and 2014. | |
Goodwill—The Company performs an annual impairment test towards the end of its fiscal year on December 1 and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. During the quarter ended March 31, 2015, the market capitalization of its publicly traded common stock sustained a decline. The Company determined the decline to be a change in circumstance triggering the necessity to test its goodwill for impairment. Since the Company operates its business in one reporting unit, the goodwill is tested for impairment at the enterprise level. Since the reporting unit's fair value based on quoted market prices of the Company's common stock was substantially in excess of its carrying value, it concluded that there has been no impairment of goodwill during the quarter ended March 31, 2015. If facts, circumstances or assumptions change in the future, the Company may be required to record impairment charges to reduce the carrying value of its goodwill. | |
Recently Issued and Adopted Accounting Pronouncements | |
On April 15, 2015, the FASB issued accounting guidance which clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software under ASC 350-40. The guidance is effective for annual periods and interim periods therein beginning after December 15, 2015. The adoption of this guidance will not have a material impact on the Company's consolidated financial statements. | |
Other than the recent accounting pronouncements described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, there have been no changes in accounting pronouncements since that date that are of significance or potential significance to the Company. |
PROPERTY_EQUIPMENT_AND_SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
PROPERTY, EQUIPMENT AND SOFTWARE, NET | PROPERTY, EQUIPMENT AND SOFTWARE, NET | |||||||
Property, equipment and software, net as of March 31, 2015 and December 31, 2014, consisted of the following (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Capitalized internal-use software costs | $ | 27,052 | $ | 23,385 | ||||
Computer hardware and software | 48,886 | 46,299 | ||||||
Furniture and fixtures | 13,498 | 11,674 | ||||||
Leasehold improvements | 38,646 | 36,811 | ||||||
Total | 128,082 | 118,169 | ||||||
Accumulated depreciation and amortization | (36,330 | ) | (28,728 | ) | ||||
Total property, equipment and software, net | $ | 91,752 | $ | 89,441 | ||||
Total depreciation and amortization expense, excluding amortization of internal-use software costs, was $10.3 million and $1.8 million for the three months ended March 31, 2015 and 2014, respectively. Amortization expense of internal-use software costs was $1.6 million and $1.1 million for the three months ended March 31, 2015 and 2014, respectively. Refer to Note 4 for details of the Company's capital leases as of March 31, 2015 and December 31, 2014. |
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
BUSINESS COMBINATION | BUSINESS COMBINATIONS | ||||
On September 5, 2014, the Company acquired X Plus Two Solutions, Inc., a Delaware corporation (“X Plus Two”), which wholly owns X Plus One Solutions, Inc, known in the industry as [x+1] ("[x+1]"). The acquisition of [x+1] significantly expands the market opportunity and accelerates the Company’s entry into the digital marketing enterprise software-as-a-service ("SaaS") market. At closing, all outstanding shares of [x+1]'s capital stock and stock options were canceled in exchange for an aggregate of $98.0 million in cash and 5,253,084 shares of the Company’s common stock. The total preliminary purchase consideration is as follows (in thousands): | |||||
Purchase consideration: | |||||
Cash | $ | 98,045 | |||
Fair value of 5,253,084 shares common stock transferred | 82,421 | ||||
Total preliminary purchase price | $ | 180,466 | |||
The acquisition of [x+1] was accounted for in accordance with the acquisition method of accounting for business combinations with the Company as the accounting acquirer. The Company expensed the acquisition-related transaction costs in the amount of $4.9 million in general and administrative expenses. The total purchase price as shown in the table above is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The total purchase price was allocated using the information currently available for asset acquired and liabilities assumed and may be revised when these estimates change (in thousands): | |||||
Current assets | $ | 32,005 | |||
Non-current assets | 3,999 | ||||
Current liabilities | (28,893 | ) | |||
Non-current liabilities | (16,216 | ) | |||
Net acquired tangible assets | (9,105 | ) | |||
Identifiable intangible assets | 74,700 | ||||
Goodwill | 114,871 | ||||
Total preliminary purchase price | $ | 180,466 | |||
The goodwill is primarily attributable to synergies expected to be generated from combining the Company's and [x+1]’s technology and operations. None of the goodwill recorded as part of the acquisition will be deductible for U.S. federal income tax purposes. There were no changes in the carrying amount of goodwill during the three months ended March 31, 2015. | |||||
The results of operations of [x+1] have been included in the Company's condensed consolidated statements of operations from the acquisition date. The following unaudited pro forma condensed combined financial information reflects the Company's condensed results of operations for the periods indicated and assumes that the business had been acquired at the beginning of fiscal year 2014. The pro forma results include adjustments for amortization associated with the acquired intangible assets. The pro forma results are presented for informational purposes only and are not necessarily indicative of results that would have occurred had the acquisition taken place at the beginning of the earliest period presented, or of future results (in thousands): | |||||
Three Months Ended | |||||
March 31, | |||||
2014 | |||||
Pro forma revenue | $ | 95,394 | |||
Pro forma net loss | $ | (17,835 | ) |
CAPITAL_LEASES
CAPITAL LEASES | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Leases [Abstract] | |||||
CAPITAL LEASES | CAPITAL LEASES | ||||
Property and equipment includes hardware and software related to our data centers that are acquired under capital lease agreements. The remaining future minimum lease payments under these non-cancelable capital leases as of March 31, 2015 were as follows (in thousands): | |||||
Year ending December 31, | Future Payments | ||||
2015 (remaining 9 months) | $ | 4,874 | |||
2016 | 6,498 | ||||
2017 | 4,812 | ||||
2018 | 2,103 | ||||
2019 | 79 | ||||
Thereafter | — | ||||
Total minimum lease payments | $ | 18,366 | |||
Less: amount representing interest and taxes | (1,519 | ) | |||
Less: current portion of minimum lease payments | (5,691 | ) | |||
Capital lease obligations, net of current portion | $ | 11,156 | |||
DEBT
DEBT | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Debt Disclosure [Abstract] | |||||
DEBT | DEBT | ||||
Loan Facility—On December 31, 2014, the Company entered into a Second Amended and Restated Revolving Credit and Term Loan Agreement with certain lenders, the ("2014 Loan Facility"), which was last amended on March 13, 2015. The 2014 Loan Facility amended and restated the Company's then-existing Loan and Security Agreement, dated as of April 7, 2010, (as amended, the "2010 Loan Facility"). The 2014 Loan Facility provides for an $80.0 million revolving credit facility that matures on December 31, 2017, with a $12.0 million letter of credit subfacility and a $2.5 million swingline subfacility, and a $30.0 million secured term loan that matures on December 31, 2019. Revolving loans may be advanced under the 2014 Loan Facility in amounts up to the lesser of (i) 85% of eligible accounts receivable and (ii) $80.0 million, less the then outstanding principal amount of the term loan. If at any time the aggregate amounts outstanding exceed the allowable maximum advance, then the Company must make a repayment in an amount sufficient to eliminate the excess. | |||||
If the aggregated cash balances on deposit with the lenders and certain other domestic financial institutions fall below $40.0 million, the lenders have the right to use future cash collections from accounts receivable directly to reduce the outstanding balance of the revolving credit facility. The Company is also obligated to prepay the term loan with proceeds from the occurrence of certain events. The Company may repay revolving loans and term loans under the 2014 Loan Facility in whole or in part at any time without premium or penalty, subject to certain conditions. | |||||
As of March 31, 2015, $28.5 million in term loans, $40.0 million under the revolving credit facility and letters of credit in the amount of $7.0 million were outstanding. The term loan will be repaid in quarterly principal installments of $1.5 million. The Company paid customary closing fees and pays customary commitment fees and letter of credit fees. | |||||
Revolving loans bear interest, at the Company's option, at (i) a base rate determined pursuant to the terms of the 2014 Loan Facility, plus a spread of 1.625% to 2.125%, or (ii) a LIBOR rate determined pursuant to the terms of the Loan Facility, plus a spread of 2.625% to 3.125%. Term loans bear interest, at the Company's option, at (i) a base rate determined pursuant to the terms of the 2014 Loan Facility, plus a spread of 2.50% to 3.00%, or (ii) a LIBOR rate determined pursuant to the terms of the 2014 Loan Facility, plus a spread of 3.50% to 4.00%. In each case, the spread is based on the cash reflected on the Company’s balance sheet for the preceding fiscal quarter, plus an amount equal to the average unused portion of the revolving credit commitments during such fiscal quarter. The base rate is determined as the highest of (i) the prime rate announced by Comerica Bank, (ii) the federal funds rate plus a margin equal to 1.00% and (iii) the daily adjusted LIBOR rate plus a margin equal to 1.00%. Under certain circumstances, a default interest rate of 2.00% above the applicable interest rate will apply on all obligations during the existence of an event of default under the 2014 Loan Facility. | |||||
The Company is required to maintain a minimum of $30.0 million of cash on deposit with the lenders and comply with certain financial covenants under the 2014 Loan Facility, including the following: | |||||
EBITDA. The Company is required to maintain specified EBITDA, which is defined for this purpose, with respect to any trailing twelve month period, as an amount equal to the sum of (i) consolidated net income (loss) in accordance with GAAP, after eliminating all extraordinary nonrecurring items of income, plus (ii) depreciation and amortization; income tax expense; total interest expense; non-cash expenses or losses; stock-based compensation expense; costs and expenses from permitted acquisitions up to certain limits; costs and expenses in connection with the 2014 Loan Facility up to certain limits; certain legal fees up to certain limits incurred through December 2015; integration costs related to the [x+1] acquisition up to certain limits incurred through December 31, 2014 and any other expenses agreed with Comerica and the lenders; less (iii) all extraordinary and non-recurring revenues and gains (including income tax benefits). | |||||
Liquidity ratio. Under the 2014 Loan Facility, the ratio of (i) the sum of all cash on deposit with Comerica and certain other domestic financial institutions and the aggregate amount of all eligible accounts receivable to (ii) all indebtedness owed to the lenders under the 2014 Loan Facility must be at least 1.10 to 1.00. | |||||
The terms of the 2014 Loan Facility also require the Company to comply with certain other financial and non-financial covenants. As of March 31, 2015, the Company was in compliance with all covenants. | |||||
Future Payments | |||||
Future principal payments of long-term debt as of March 31, 2015 were as follows (in thousands): | |||||
Year ending December 31, | Future Payments | ||||
2015 (remaining 9 months) | $ | 4,500 | |||
2016 | 6,000 | ||||
2017 | 6,000 | ||||
2018 | 6,000 | ||||
2019 | 6,000 | ||||
Total | 28,500 | ||||
Less: current portion of long-term debt | (6,000 | ) | |||
Long-term debt, net of current portion | $ | 22,500 | |||
As of March 31, 2015, the $40.0 million balance outstanding under the revolving credit facility had a maturity date of December 31, 2017, and because the Company has the option to draw upon the facility or repay borrowed funds at any time, the balance is shown as a current liability in the accompanying condensed consolidated balance sheets. The debt on the condensed consolidated balance sheets is shown net of $0.9 million in debt issuance costs. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY | |||||||
The following table summarizes information pertaining to our stock-based compensation from stock options and stock awards, which are comprised of restricted stock awards and restricted stock units (in thousands, except grant-date fair value and recognition period): | ||||||||
Three Months Ended | Three Months Ended | |||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Stock options: | ||||||||
Outstanding at the beginning of the period | 6,291 | 7,411 | ||||||
Options granted | 208 | 369 | ||||||
Options exercised | (116 | ) | (288 | ) | ||||
Options forfeited | (75 | ) | (74 | ) | ||||
Outstanding at the end of the period | 6,308 | 7,418 | ||||||
Total intrinsic value of options exercised | $ | 858 | $ | 15,324 | ||||
Total unrecognized compensation expense at period-end | $ | 23,190 | $ | 32,200 | ||||
Weighted-average remaining recognition period at period-end | 2.2 | 2.6 | ||||||
Stock awards: | ||||||||
Outstanding at the beginning of the period | 2,515 | 382 | ||||||
Stock awards granted | 348 | 98 | ||||||
Stock awards vested | (48 | ) | (4 | ) | ||||
Stock awards canceled | (136 | ) | (3 | ) | ||||
Outstanding at the end of the period | 2,679 | 473 | ||||||
Weighted-average grant-date fair value | $ | 16.74 | $ | 51.16 | ||||
Total unrecognized compensation expense at period-end | $ | 41,131 | $ | 19,100 | ||||
Weighted-average remaining recognition period at period-end | 3.4 | 3.5 | ||||||
Employee Stock Purchase Plan—In August 2013, the Company’s board of directors adopted and the stockholders approved the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”), which became effective upon adoption by the Company’s board of directors. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The offering periods generally start on the first trading day on or after June 1 and December 1 of each year and end on the first trading day on or before November 30 and May 31 approximately six months later. The administrator may, in its discretion, modify the terms of future offering periods. Due to the timing of the Company's initial public offering, the first offering period started on October 1, 2013 and ended on May 31, 2014. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. As of March 31, 2015, total compensation costs related to outstanding rights to purchase shares of common stock under the ESPP offering period ending on the first trading day on or before May 31, 2015, were approximately $1.5 million, which will be recognized over the offering period. | ||||||||
Stock-based Compensation—The fair value of options on the date of grant is estimated based on the Black-Scholes option-pricing model using the single-option award approach with the weighted-average assumptions set forth below. Expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined based on the simplified method. Due to the lack of historical exercise activity for the Company, the simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award. Volatility is estimated using comparable public company volatility for similar option terms until a sufficient amount of historical information regarding the volatility of the Company's share price becomes available. The risk-free interest rate is determined using a U.S. Treasury rate for the period that coincides with the expected term. As the Company has never paid cash dividends, and at present, has no intention to pay cash dividends in the future, expected dividends are zero. Expected forfeitures are based on the Company’s historical experience. The fair value of restricted stock unit awards is the grant date closing price of the Company's common stock. | ||||||||
The Company uses the straight-line method for expense recognition over the vesting period of the award or option. | ||||||||
The assumptions used to value options granted to employees were as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Expected term (years) | 6.3 | 6.3 | ||||||
Volatility | 58.00% | 55.60% | ||||||
Risk-free interest rate | 1.57% | 1.85% | ||||||
Dividend yield | — | — | ||||||
The assumptions used to calculate our stock-based compensation for each stock purchase right granted under the ESPP were as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Expected term (years) | 0.5 | 0.7 | ||||||
Volatility | 77.20% | 66.20% | ||||||
Risk-free interest rate | 0.08% | 0.07% | ||||||
Dividend yield | — | — | ||||||
Stock-based compensation allocation | ||||||||
The following table summarizes the allocation of stock-based compensation in the accompanying condensed consolidated statements of operations (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Other cost of revenue | $ | 625 | $ | 252 | ||||
Research and development | 2,247 | 987 | ||||||
Sales and marketing | 2,831 | 2,167 | ||||||
General and administrative | 1,744 | 1,551 | ||||||
Total | $ | 7,447 | $ | 4,957 | ||||
NET_LOSS_PER_SHARE
NET LOSS PER SHARE | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
NET LOSS PER SHARE | NET LOSS PER SHARE | |||||||
Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase, and excludes any dilutive effects of employee stock-based awards. Because the Company had net losses for the three months ended March 31, 2015 and 2014, all these potentially dilutive shares of common stock were determined to be anti-dilutive and accordingly not included in the calculation of diluted net loss per share. | ||||||||
The following table sets forth the computation of net loss per share of common stock (in thousands, except per share amounts): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Net loss | $ | (36,863 | ) | $ | (11,225 | ) | ||
Weighted-average shares used to compute basic and diluted net loss per share | 41,981 | 34,033 | ||||||
Basic and diluted net loss per share | $ | (0.88 | ) | $ | (0.33 | ) | ||
Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive | 9,387 | 8,247 | ||||||
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES |
The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are intended to be reinvested indefinitely. | |
The Company recorded income tax provisions of $0.4 million and $0.3 million for the three months ended March 31, 2015 and 2014, respectively, primarily due to foreign and state income tax expense. The primary difference between the effective tax rate and the federal statutory tax rate in the United States relates to the valuation allowances on the Company’s net operating losses, state and foreign tax rate differences, and research and development credits. | |
Due to uncertainty as to the realization of benefits from deferred tax assets, including net operating loss carry-forwards, research and development and other tax credits, the Company has provided a full valuation allowance against such assets as of March 31, 2015 and December 31, 2014. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES | ||||
Operating Leases—The Company has operating lease agreements for office space for administrative, research and development and sales and marketing activities in the United States that expire at various dates through 2025. | |||||
The Company recognizes rent expense on a straight-line basis over the lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Rent expense was $4.0 million and $3.2 million for the three months ended March 31, 2015 and 2014, respectively. | |||||
Approximate remaining future minimum cash lease payments under these non-cancelable operating leases as of March 31, 2015 were as follows (in thousands): | |||||
Year ending December 31, | Future Payments | ||||
2015 (remaining 9 months) | $ | 14,591 | |||
2016 | 20,555 | ||||
2017 | 20,081 | ||||
2018 | 18,798 | ||||
2019 | 21,234 | ||||
Thereafter | 44,800 | ||||
$ | 140,059 | ||||
Please refer to Note 4 for details of the Company's capital lease commitments as of March 31, 2015. | |||||
Letters of Credit Bank Guarantees and Restricted Cash—As of March 31, 2015 and December 31, 2014, the Company had irrevocable letters of credit outstanding, with all financial institutions, in the amounts of $7.2 million and $6.8 million, respectively, for facilities leases. The letters of credit have various expiration dates, with the latest being December 2023. | |||||
As of March 31, 2015, the Company had $2.2 million in cash reserved to support bank guarantees for certain office lease agreements. These amounts are classified as restricted cash on the Company's condensed consolidated balance sheets. | |||||
Indemnification Agreements—In the ordinary course of business, the Company enters into agreements providing for indemnification of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus there are no claims that the Company is aware of that could have a material effect on the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, or condensed consolidated statements of cash flows. | |||||
Legal Proceedings—The Company is involved from time to time in claims, proceedings, and litigation, including the following: | |||||
On September 3, 2014 and September 10, 2014, respectively, two purported class actions were filed in the Northern District of California against the Company and certain of its officers and directors. The actions are Shah v. Rocket Fuel Inc., et al., Case No. 4:14-cv-03998, and Mehrotra v. Rocket Fuel Inc., et al., Case No. 4:14-cv-04114. The underwriters in the Company's initial public offering on September 19, 2013 (the “IPO”) and its secondary offering on February 5, 2013 (the “Secondary Offering”) are also named as defendants. These actions were consolidated and a consolidated complaint, In re Rocket Fuel Securities Litigation, was filed on February 27, 2015. The consolidated complaint alleges that the defendants made false and misleading statements about the ability of the Company's technology to detect and eliminate fraudulent web traffic, and about Rocket Fuel’s future prospects. The consolidated complaint also alleges that the Company's registration statements and prospectuses for the IPO and the Secondary Offering contained false and misleading statements on these topics. The consolidated complaint purports to assert claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and SEC Rule 10b-5, and for violations of Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”), on behalf of those who purchased the Company's common stock between September 20, 2013 and August 5, 2014, inclusive, as well as those who purchased stock in its initial public offering on September 19, 2013, and a claim for violation of Section 12(a)(2) of the Securities Act in connection with the Secondary Offering. The consolidated complaint seeks monetary damages in an unspecified amount. All defendants moved to dismiss the consolidated complaint on April 13, 2015. The Company intends to vigorously defend itself against this purported class action. | |||||
On March 23, 2015, a purported shareholder derivative complaint for breach of fiduciary duty, waste of corporate assets, and unjust enrichment was filed in San Mateo, California Superior Court against certain of the Company's officers and its board of directors. The action is Davydov v. George H. John, et.al, Case No. CIV 53304. This state court action has been stayed pending the outcome of the defendants’ motions to dismiss in In re Rocket Fuel Securities Litigation. | |||||
The outcomes of the Company's legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to its consolidated financial position, results of operations or cash flows by an unfavorable resolution of these actions. We cannot currently estimate a reasonably possible range of loss for these actions. | |||||
Legal fees are expensed in the period in which they are incurred. |
SEGMENTS
SEGMENTS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
SEGMENTS | SEGMENTS | |||||||
The Company considers operating segments to be components of the Company's business for which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and in assessing performance. The chief operating decision maker for the Company is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has one business activity, and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single operating and reportable segment. | ||||||||
The following table summarizes total revenue generated through sales personnel located in the respective locations (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
North America | $ | 88,249 | $ | 62,647 | ||||
All Other Countries | 16,085 | 11,750 | ||||||
Total revenue | $ | 104,334 | $ | 74,397 | ||||
The following table summarizes total long-lived assets in the respective locations (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
North America | $ | 87,620 | $ | 85,355 | ||||
All Other Countries | 4,132 | 4,086 | ||||||
Total long-lived assets | $ | 91,752 | $ | 89,441 | ||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS |
On April 22, 2015, the Company announced a plan intended to improve its operational efficiency, which included a reduction of approximately 11% of its workforce, subletting of certain excess leased office space, and other cost reduction measures. The Company estimates that it will incur total cash expenses related to these actions of approximately $3 million, primarily related to one-time employee severance benefits. The Company also may incur an estimated $2 million to $3 million non-cash impairment charge for certain of its lease related assets, such as leasehold improvements. The Company expects to record the majority of these charges in the second quarter of 2015. |
NATURE_OF_BUSINESS_AND_SUMMARY1
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Concentration of Credit Risk | Concentration of Credit Risk—Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. A significant portion of the Company’s cash is held at four major financial institutions that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts. |
The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers' accounts receivable balances. As of March 31, 2015 and December 31, 2014, two agency holding companies and no single advertiser accounted for 10% or more of accounts receivable. | |
With respect to revenue concentration, the Company defines a customer as an advertiser that is a distinct source of revenue and is legally bound to pay for the advertising services that the Company delivers on the advertiser’s behalf. The Company counts all advertisers within a single corporate structure as one customer even in cases where multiple brands, branches or divisions of an organization enter into separate contracts with the Company. During the three months ended March 31, 2015 and 2014, no single customer represented 10% or more of revenue. | |
The Company also monitors the percentage of revenue from advertising agencies, even though advertising agencies that act on behalf of the Company’s advertisers are not considered customers based on the definition above. | |
Goodwill | Goodwill—The Company performs an annual impairment test towards the end of its fiscal year on December 1 and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. During the quarter ended March 31, 2015, the market capitalization of its publicly traded common stock sustained a decline. The Company determined the decline to be a change in circumstance triggering the necessity to test its goodwill for impairment. Since the Company operates its business in one reporting unit, the goodwill is tested for impairment at the enterprise level. Since the reporting unit's fair value based on quoted market prices of the Company's common stock was substantially in excess of its carrying value, it concluded that there has been no impairment of goodwill during the quarter ended March 31, 2015. If facts, circumstances or assumptions change in the future, the Company may be required to record impairment charges to reduce the carrying value of its goodwill. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements |
On April 15, 2015, the FASB issued accounting guidance which clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software under ASC 350-40. The guidance is effective for annual periods and interim periods therein beginning after December 15, 2015. The adoption of this guidance will not have a material impact on the Company's consolidated financial statements. | |
Other than the recent accounting pronouncements described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2014, there have been no changes in accounting pronouncements since that date that are of significance or potential significance to the Company. |
PROPERTY_EQUIPMENT_AND_SOFTWAR1
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of property, equipment and software | Property, equipment and software, net as of March 31, 2015 and December 31, 2014, consisted of the following (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Capitalized internal-use software costs | $ | 27,052 | $ | 23,385 | ||||
Computer hardware and software | 48,886 | 46,299 | ||||||
Furniture and fixtures | 13,498 | 11,674 | ||||||
Leasehold improvements | 38,646 | 36,811 | ||||||
Total | 128,082 | 118,169 | ||||||
Accumulated depreciation and amortization | (36,330 | ) | (28,728 | ) | ||||
Total property, equipment and software, net | $ | 91,752 | $ | 89,441 | ||||
BUSINESS_COMBINATIONS_BUSINESS
BUSINESS COMBINATIONS BUSINESS COMBINATIONS (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Schedule of Consideration For Business Acquisitions | The total preliminary purchase consideration is as follows (in thousands): | ||||
Purchase consideration: | |||||
Cash | $ | 98,045 | |||
Fair value of 5,253,084 shares common stock transferred | 82,421 | ||||
Total preliminary purchase price | $ | 180,466 | |||
Schedule of Purchase Price Allocation | The total purchase price was allocated using the information currently available for asset acquired and liabilities assumed and may be revised when these estimates change (in thousands): | ||||
Current assets | $ | 32,005 | |||
Non-current assets | 3,999 | ||||
Current liabilities | (28,893 | ) | |||
Non-current liabilities | (16,216 | ) | |||
Net acquired tangible assets | (9,105 | ) | |||
Identifiable intangible assets | 74,700 | ||||
Goodwill | 114,871 | ||||
Total preliminary purchase price | $ | 180,466 | |||
There were no changes in the carrying amount of goodwill during the three months ended March 31, 2015. | |||||
Pro Forma Information | in thousands): | ||||
Three Months Ended | |||||
March 31, | |||||
2014 | |||||
Pro forma revenue | $ | 95,394 | |||
Pro forma net loss | $ | (17,835 | ) |
CAPITAL_LEASES_Tables
CAPITAL LEASES (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Leases [Abstract] | |||||
Schedule of approximate remaining future minimum lease payments under non-cancelable capital leases | The remaining future minimum lease payments under these non-cancelable capital leases as of March 31, 2015 were as follows (in thousands): | ||||
Year ending December 31, | Future Payments | ||||
2015 (remaining 9 months) | $ | 4,874 | |||
2016 | 6,498 | ||||
2017 | 4,812 | ||||
2018 | 2,103 | ||||
2019 | 79 | ||||
Thereafter | — | ||||
Total minimum lease payments | $ | 18,366 | |||
Less: amount representing interest and taxes | (1,519 | ) | |||
Less: current portion of minimum lease payments | (5,691 | ) | |||
Capital lease obligations, net of current portion | $ | 11,156 | |||
DEBT_Tables
DEBT (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Debt Disclosure [Abstract] | |||||
Schedule of future principal payments of long-term debt | Future principal payments of long-term debt as of March 31, 2015 were as follows (in thousands): | ||||
Year ending December 31, | Future Payments | ||||
2015 (remaining 9 months) | $ | 4,500 | |||
2016 | 6,000 | ||||
2017 | 6,000 | ||||
2018 | 6,000 | ||||
2019 | 6,000 | ||||
Total | 28,500 | ||||
Less: current portion of long-term debt | (6,000 | ) | |||
Long-term debt, net of current portion | $ | 22,500 | |||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Stockholders' Equity Note [Abstract] | ||||||||
Summary of option award activity | The following table summarizes information pertaining to our stock-based compensation from stock options and stock awards, which are comprised of restricted stock awards and restricted stock units (in thousands, except grant-date fair value and recognition period): | |||||||
Three Months Ended | Three Months Ended | |||||||
March 31, | March 31, | |||||||
2015 | 2014 | |||||||
Stock options: | ||||||||
Outstanding at the beginning of the period | 6,291 | 7,411 | ||||||
Options granted | 208 | 369 | ||||||
Options exercised | (116 | ) | (288 | ) | ||||
Options forfeited | (75 | ) | (74 | ) | ||||
Outstanding at the end of the period | 6,308 | 7,418 | ||||||
Total intrinsic value of options exercised | $ | 858 | $ | 15,324 | ||||
Total unrecognized compensation expense at period-end | $ | 23,190 | $ | 32,200 | ||||
Weighted-average remaining recognition period at period-end | 2.2 | 2.6 | ||||||
Stock awards: | ||||||||
Outstanding at the beginning of the period | 2,515 | 382 | ||||||
Stock awards granted | 348 | 98 | ||||||
Stock awards vested | (48 | ) | (4 | ) | ||||
Stock awards canceled | (136 | ) | (3 | ) | ||||
Outstanding at the end of the period | 2,679 | 473 | ||||||
Weighted-average grant-date fair value | $ | 16.74 | $ | 51.16 | ||||
Total unrecognized compensation expense at period-end | $ | 41,131 | $ | 19,100 | ||||
Weighted-average remaining recognition period at period-end | 3.4 | 3.5 | ||||||
Schedule of assumptions used to value stock-based awards granted to employees | The assumptions used to value options granted to employees were as follows: | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Expected term (years) | 6.3 | 6.3 | ||||||
Volatility | 58.00% | 55.60% | ||||||
Risk-free interest rate | 1.57% | 1.85% | ||||||
Dividend yield | — | — | ||||||
Schedule of assumptions used to calculate stock-based compensation for each stock purchase right granted under the ESPP | The assumptions used to calculate our stock-based compensation for each stock purchase right granted under the ESPP were as follows: | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Expected term (years) | 0.5 | 0.7 | ||||||
Volatility | 77.20% | 66.20% | ||||||
Risk-free interest rate | 0.08% | 0.07% | ||||||
Dividend yield | — | — | ||||||
Stock-based compensation allocation | ||||||||
The following table summarizes the allocation of stock-based compensation in the accompanying condensed consolidated statements of operations (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Other cost of revenue | $ | 625 | $ | 252 | ||||
Research and development | 2,247 | 987 | ||||||
Sales and marketing | 2,831 | 2,167 | ||||||
General and administrative | 1,744 | 1,551 | ||||||
Total | $ | 7,447 | $ | 4,957 | ||||
The assumptions used to calculate our stock-based compensation for each stock purchase right granted under the ESPP were as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Expected term (years) | 0.5 | 0.7 | ||||||
Volatility | 77.20% | 66.20% | ||||||
Risk-free interest rate | 0.08% | 0.07% | ||||||
Dividend yield | — | — |
NET_LOSS_PER_SHARE_Tables
NET LOSS PER SHARE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of anti-dilutive securities that were excluded from the calculation of diluted net loss per share attributable to common stockholders | ||||||||
Schedule of computation of net loss per common share | The following table sets forth the computation of net loss per share of common stock (in thousands, except per share amounts): | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Net loss | $ | (36,863 | ) | $ | (11,225 | ) | ||
Weighted-average shares used to compute basic and diluted net loss per share | 41,981 | 34,033 | ||||||
Basic and diluted net loss per share | $ | (0.88 | ) | $ | (0.33 | ) | ||
Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive | 9,387 | 8,247 | ||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of future minimum lease payments under non-cancelable operating leases | Approximate remaining future minimum cash lease payments under these non-cancelable operating leases as of March 31, 2015 were as follows (in thousands): | ||||
Year ending December 31, | Future Payments | ||||
2015 (remaining 9 months) | $ | 14,591 | |||
2016 | 20,555 | ||||
2017 | 20,081 | ||||
2018 | 18,798 | ||||
2019 | 21,234 | ||||
Thereafter | 44,800 | ||||
$ | 140,059 | ||||
SEGMENTS_Tables
SEGMENTS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Schedule of total revenue generated through sales personnel located in the respective locations | The following table summarizes total revenue generated through sales personnel located in the respective locations (in thousands): | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
North America | $ | 88,249 | $ | 62,647 | ||||
All Other Countries | 16,085 | 11,750 | ||||||
Total revenue | $ | 104,334 | $ | 74,397 | ||||
Schedule of total long-lived assets in the respective locations | The following table summarizes total long-lived assets in the respective locations (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
North America | $ | 87,620 | $ | 85,355 | ||||
All Other Countries | 4,132 | 4,086 | ||||||
Total long-lived assets | $ | 91,752 | $ | 89,441 | ||||
NATURE_OF_BUSINESS_AND_SUMMARY2
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (Customer concentration) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | |
agency | agency | customer | |
Accounts receivable | |||
Concentration of credit risk | |||
Number of customers | 2 | 2 | |
Revenue | |||
Concentration of credit risk | |||
Number of customers | 2 | 2 | 0 |
PROPERTY_EQUIPMENT_AND_SOFTWAR2
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Property, equipment and software | |||
Total | $128,082,000 | $118,169,000 | |
Accumulated depreciation and amortization | -36,330,000 | -28,728,000 | |
Total property, equipment and software, net | 91,752,000 | 89,441,000 | |
Depreciation and amortization expense, excluding amortization of internal use software costs | 10,300,000 | 1,800,000 | |
Amortization expense | 1,600,000 | 1,100,000 | |
Capitalized internal-use software costs | |||
Property, equipment and software | |||
Total | 27,052,000 | 23,385,000 | |
Computer hardware and software | |||
Property, equipment and software | |||
Total | 48,886,000 | 46,299,000 | |
Furniture and fixtures | |||
Property, equipment and software | |||
Total | 13,498,000 | 11,674,000 | |
Leasehold improvements | |||
Property, equipment and software | |||
Total | $38,646,000 | $36,811,000 |
BUSINESS_COMBINATIONS_Narrativ
BUSINESS COMBINATIONS - Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 05, 2014 | Sep. 30, 2013 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Goodwill | $115,412,000 | $115,412,000 | |||
Tax benefit | 357,000 | 314,000 | |||
x Plus 1 | |||||
Business Acquisition [Line Items] | |||||
Cash payment | 98,045,000 | ||||
Shares issued | 5,253,084 | ||||
Fair value of 5,253,084 shares common stock transferred | 82,421,000 | ||||
Total preliminary purchase price | 180,466,000 | ||||
Acquisition costs | 4,900,000 | ||||
Goodwill | 114,871,000 | ||||
Tax benefit | ($4,100,000) |
BUSINESS_COMBINATIONS_Schedule
BUSINESS COMBINATIONS - Schedule of Purchase Price Allocation (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 05, 2014 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $115,412 | $115,412 | |
Goodwill [Roll Forward] | |||
Balance as of December 31, 2014 | 115,412 | 115,412 | |
Balance as of March 31, 2015 | 115,412 | 115,412 | |
x Plus 1 | |||
Business Acquisition [Line Items] | |||
Current assets | 32,005 | ||
Non-current assets | 3,999 | ||
Current liabilities | -28,893 | ||
Non-current liabilities | -16,216 | ||
Net acquired tangible assets | -9,105 | ||
Identifiable intangible assets | 74,700 | ||
Goodwill | 114,871 | ||
Total preliminary purchase price | 180,466 | ||
Goodwill [Roll Forward] | |||
Balance as of December 31, 2014 | 114,871 | ||
Balance as of March 31, 2015 | $114,871 |
BUSINESS_COMBINATIONS_Intangib
BUSINESS COMBINATIONS - Intangible Assets Acquired (Details) (x Plus 1) | 0 Months Ended |
Sep. 05, 2014 | |
Trademarks | |
Business Acquisition [Line Items] | |
Estimated Useful Life (in years) | 5 years |
Non-compete agreements | |
Business Acquisition [Line Items] | |
Estimated Useful Life (in years) | 2 years |
Minimum | Developed technology | |
Business Acquisition [Line Items] | |
Estimated Useful Life (in years) | 3 years |
Minimum | Customer relationships | |
Business Acquisition [Line Items] | |
Estimated Useful Life (in years) | 7 years |
Maximum | Developed technology | |
Business Acquisition [Line Items] | |
Estimated Useful Life (in years) | 4 years |
Maximum | Customer relationships | |
Business Acquisition [Line Items] | |
Estimated Useful Life (in years) | 8 years |
BUSINESS_COMBINATIONS_Pro_Form
BUSINESS COMBINATIONS - Pro Forma (Details) (x Plus 1, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
x Plus 1 | |
Business Acquisition [Line Items] | |
Pro forma revenue | $95,394 |
Pro forma net loss | ($17,835) |
CAPITAL_LEASES_Details
CAPITAL LEASES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Approximate remaining future minimum lease payments under non-cancelable capital leases | ||
2015 (remaining 9 months) | $4,874 | |
2016 | 6,498 | |
2017 | 4,812 | |
2018 | 2,103 | |
2019 | 79 | |
Thereafter | 0 | |
Total minimum lease payments | 18,366 | |
Less: amount representing interest and taxes | -1,519 | |
Less: current portion of minimum lease payments | -5,691 | -5,482 |
Capital lease obligations, net of current portion | $11,156 | $12,341 |
DEBT_Details
DEBT (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Debt | ||
Amount outstanding | $40,000,000 | |
Applicable margin over variable rate basis (as a percent) | 2.00% | |
Liquidity ratio | 1.1 | |
Future principal payments of long-term debt | ||
2015 (remaining 9 months) | 4,500,000 | |
2016 | 6,000,000 | |
2017 | 6,000,000 | |
2018 | 6,000,000 | |
2019 | 6,000,000 | |
Total | 28,500,000 | |
Long-term debt, net of current portion | 21,907,000 | 23,335,000 |
Unamortized discounts | 900,000 | |
Federal funds rate | ||
Debt | ||
Applicable margin over variable rate basis (as a percent) | 1.00% | |
Daily adjusting LIBOR rate | ||
Debt | ||
Applicable margin over variable rate basis (as a percent) | 1.00% | |
Revolving line of credit, as amended in June 2013 | ||
Debt | ||
Maximum amount available for borrowing | 80,000,000 | |
Amount outstanding | 40,000,000 | |
Maximum amount available for borrowing expressed as a percentage of certain eligible accounts | 85.00% | |
Revolving line of credit | Base rate | ||
Debt | ||
Applicable margin over variable rate basis (as a percent) | 2.13% | |
Revolving line of credit | Minimum | Base rate | ||
Debt | ||
Applicable margin over variable rate basis (as a percent) | 1.63% | |
Revolving line of credit | Minimum | LIBOR | ||
Debt | ||
Applicable margin over variable rate basis (as a percent) | 2.63% | |
Revolving line of credit | Maximum | LIBOR | ||
Debt | ||
Applicable margin over variable rate basis (as a percent) | 3.13% | |
Letter of credit subfacility | ||
Debt | ||
Maximum amount available for borrowing | 12,000,000 | |
Debt Instrument, Aggregate Minimum Cash on Deposit | 40,000,000 | |
Amount outstanding | 7,000,000 | |
Debt Instrument, Periodic Payment, Principal | 1,500,000 | |
Debt Instrument, Required Cash on Deposit | 30,000,000 | |
Swing line subfacility | ||
Debt | ||
Maximum amount available for borrowing | 2,500,000 | |
Term loans | ||
Future principal payments of long-term debt | ||
Less: current portion of long-term debt | -6,000,000 | |
Long-term debt, net of current portion | 22,500,000 | |
Term loans | Minimum | Base rate | ||
Debt | ||
Applicable margin over variable rate basis (as a percent) | 2.50% | |
Term loans | Minimum | LIBOR | ||
Debt | ||
Applicable margin over variable rate basis (as a percent) | 3.50% | |
Term loans | Maximum | Base rate | ||
Debt | ||
Applicable margin over variable rate basis (as a percent) | 3.00% | |
Term loans | Maximum | LIBOR | ||
Debt | ||
Applicable margin over variable rate basis (as a percent) | 4.00% | |
Revolving line of credit amended in March 2012 | ||
Debt | ||
Maximum amount available for borrowing | 30,000,000 | |
Amount outstanding | $28,500,000 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
Expected dividend payments | $0 |
Employee stock purchase plan | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
Maximum employee subscription rate | 15.00% |
Purchase price of common stock, percent | 85.00% |
Total unrecognized compensation expense at period-end | $1,500,000 |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (USD $) | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2013 |
Options | |||
Number of Shares Outstanding | |||
Balance at the beginning of the period (in shares) | 6,291,000 | 7,411,000 | |
Options granted (shares) | 208,000 | 369,000 | |
Options exercised (in shares) | -116,000 | -288,000 | |
Options forfeited (in shares) | -75,000 | -74,000 | |
Balance at the end of the period (in shares) | 6,308,000 | 7,418,000 | |
Additional Disclosures [Abstract] | |||
Total intrinsic value of options exercised | $858 | $15,324 | |
Total unrecognized compensation expense at period-end | 23,190 | 32,200 | |
Weighted-average remaining recognition period at period-end | 2 years 2 months 5 days | 2 years 7 months 6 days | |
Restricted stock units (RSUs) and restricted stock awards (RSAs) | |||
Number of Shares Outstanding | |||
Balance at the beginning of the period (in shares) | 2,515,000 | 382,000 | |
Options granted (shares) | 348,000 | 98,000 | |
Options exercised (in shares) | -48,000 | -4,000 | |
Options forfeited (in shares) | -136,000 | -3,000 | |
Balance at the end of the period (in shares) | 2,679,000 | 473,000 | |
Additional Disclosures [Abstract] | |||
Weighted-average grant-date fair value (dollars per share) | $16.74 | $51.16 | |
Total unrecognized compensation expense at period-end | $41,131 | $19,100 | |
Weighted-average remaining recognition period at period-end | 3 years 4 months 28 days | 3 years 5 months 23 days |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Employee stock purchase plan | ||
Assumptions used to calculate stock-based compensation for each stock purchase right granted under the Employee Stock Purchase Plan (ESPP) | ||
Expected term | 0 years 6 months | 8 months 12 days |
Volatility (as a percent) | 77.20% | 66.20% |
Risk-free interest rate (as a percent) | 0.08% | 0.07% |
Dividend yield (as a percent) | 0.00% | 0.00% |
Options | ||
Assumptions used to calculate stock-based compensation for each stock purchase right granted under the Employee Stock Purchase Plan (ESPP) | ||
Expected term | 6 years 3 months 12 days | 6 years 3 months 12 days |
Volatility (as a percent) | 58.00% | 55.60% |
Risk-free interest rate (as a percent) | 1.57% | 1.85% |
Dividend yield (as a percent) | 0.00% | 0.00% |
STOCKHOLDERS_EQUITY_Details_4
STOCKHOLDERS' EQUITY (Details 4) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Allocation of stock-based compensation and restricted stock for employees and non-employees | ||
Total | $7,447 | $4,957 |
Cost of revenue | ||
Allocation of stock-based compensation and restricted stock for employees and non-employees | ||
Total | 625 | 252 |
Research and development | ||
Allocation of stock-based compensation and restricted stock for employees and non-employees | ||
Total | 2,247 | 987 |
Sales and marketing | ||
Allocation of stock-based compensation and restricted stock for employees and non-employees | ||
Total | 2,831 | 2,167 |
General and administrative | ||
Allocation of stock-based compensation and restricted stock for employees and non-employees | ||
Total | $1,744 | $1,551 |
NET_LOSS_PER_SHARE_Details
NET LOSS PER SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Computation of net loss per common share | |||||
Net loss | ($36,863) | ($11,225) | ($64,311) | ($20,932) | ($10,343) |
Weighted-average shares used to compute basic and diluted net loss per share (shares) | 41,981 | 34,033 | |||
Basic and diluted net loss per share (in dollars per share) | ($0.88) | ($0.33) | |||
Anti-dilutive securities that were excluded from the calculation of diluted net loss per share attributable to common stockholders | |||||
Anti-dilutive securities that were excluded from the calculation of diluted net loss per share attributable to common stockholders (in shares) | 9,387 | 8,247 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) provision | ($357) | ($314) |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Operating Leases | |||
Rent expense | $4,000,000 | $3,200,000 | |
Future minimum lease payments under non-cancelable operating leases | |||
2015 (remaining 9 months) | 14,591,000 | ||
2016 | 20,555,000 | ||
2017 | 20,081,000 | ||
2018 | 18,798,000 | ||
2019 | 21,234,000 | ||
Thereafter | 44,800,000 | ||
Total future payments | 140,059,000 | ||
Letters of Credit and Bank Guarantees | |||
Irrevocable letters of credit outstanding | 7,200,000 | 6,800,000 | |
Bank guarantees for security deposits | $2,188,000 | $2,915,000 |
SEGMENTS_Details
SEGMENTS (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
manager | |||
business_activity | |||
Segment Reporting [Abstract] | |||
Number of business activities | 1 | ||
Number of segment managers held accountable for operations, operating results or plans for levels or components below the consolidated unit level | 0 | ||
Segments | |||
Total revenue | $104,334 | $74,397 | |
Total long-lived assets | 91,752 | 89,441 | |
North America | |||
Segments | |||
Total revenue | 88,249 | 62,647 | |
Total long-lived assets | 87,620 | 85,355 | |
All Other Countries | |||
Segments | |||
Total revenue | 16,085 | 11,750 | |
Total long-lived assets | $4,132 | $4,086 |
SUBSEQUENT_EVENTS_SUBSEQUENT_E
SUBSEQUENT EVENTS SUBSEQUENT EVENTS (Details) (Subsequent Event, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Apr. 22, 2015 |
Subsequent Event [Line Items] | |
Restructuring and Related Cost, Expected Percent of Positions Eliminated | 11.00% |
One-time Termination Benefits | |
Subsequent Event [Line Items] | |
Restructuring and Related Cost, Expected Cost | $3 |
Facility Closing | Minimum | |
Subsequent Event [Line Items] | |
Restructuring and Related Cost, Expected Cost | 2 |
Facility Closing | Maximum | |
Subsequent Event [Line Items] | |
Restructuring and Related Cost, Expected Cost | $3 |