Rocket Fuel 10-Q 6 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 31, 2015
Document and Entity Information
Entity Registrant Name	Rocket Fuel Inc.
Entity Central Index Key	1,477,200
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		43,024,143
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current Assets:
Cash and cash equivalents	$ 83,083	$ 107,056
Accounts receivable, net	110,660	135,400
Deferred tax assets, net	1,709	1,716
Prepaid expenses	3,499	3,698
Other current assets	1,689	12,531
Total current assets	200,640	260,401
Property, equipment and software, net	87,647	89,441
Restricted cash	2,235	2,915
Intangible assets, net	55,046	69,299
Goodwill	0	115,412
Other assets	1,326	1,797
Total assets	346,894	539,265
Current Liabilities:
Accounts payable	61,414	76,085
Accrued and other current liabilities	32,484	33,258
Deferred revenue	1,651	593
Current portion of capital leases	7,421	5,482
Revolving credit facility, net	39,720	39,705
Revolving credit facility, net	6,000	6,000
Total current liabilities	148,690	161,123
Term loan —Less current portion, net	19,047	23,335
Capital leases—Less current portion	11,257	12,341
Deferred rent—Less current portion	24,955	26,818
Deferred tax liabilities	2,061	2,068
Other liabilities	1,171	814
Total liabilities	$ 207,181	$ 226,499
Commitments and contingencies (Note 10)
Stockholders’ Equity:
Common stock, $0.001 par value— 1,000,000,000 authorized as of September 30, 2015 and December 31, 2014; 42,976,684 and 42,002,533 issued and outstanding as of September 30, 2015 and December 31, 2014, respectively	$ 43	$ 42
Additional paid-in capital	446,410	421,630
Accumulated other comprehensive loss	(88)	(120)
Accumulated deficit	(306,652)	(108,786)
Total stockholders’ equity	139,713	312,766
Total liabilities and stockholders’ equity	$ 346,894	$ 539,265

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	42,976,684	42,002,533
Common stock, shares outstanding	42,976,684	42,002,533

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Revenue	$ 111,836	$ 102,098	$ 336,235	$ 269,137
Costs and expenses:
Media costs	43,673	43,006	138,389	110,643
Other cost of revenue	20,105	11,946	59,887	28,767
Research and development	11,022	11,200	34,136	26,875
Sales and marketing	41,681	40,421	126,309	103,969
General and administrative	12,328	19,320	44,663	41,795
Impairment of goodwill	117,521	0	117,521	0
Restructuring	0	0	6,471	0
Total costs and expenses	246,330	125,893	527,376	312,049
Operating loss	(134,494)	(23,795)	(191,141)	(42,912)
Interest expense	1,087	1,157	3,472	2,085
Other (income) expense, net	797	1,999	2,309	2,443
Loss before income taxes	(136,378)	(26,951)	(196,922)	(47,440)
Income tax (benefit) provision	213	(4,120)	942	(3,625)
Net loss	$ (136,591)	$ (22,831)	$ (197,864)	$ (43,815)
Basic and diluted net loss per share attributable to common stockholders (in dollars per share)	$ (3.19)	$ (0.61)	$ (4.67)	$ (1.23)
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders (shares)	42,763	37,230	42,350	35,490

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement of Comprehensive Income [Abstract]
Net loss		$ (136,591)	$ (22,831)	$ (197,864)	$ (43,815)
Other comprehensive income (loss):
Foreign currency translation adjustments	[1]	25	(54)	32	(29)
Comprehensive loss		$ (136,566)	$ (22,885)	$ (197,832)	$ (43,844)
[1]	Reclassifications out of Other comprehensive income (loss) into Net loss were not significant.

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Series C1 Preferred Stock [Member]	Convertible Preferred Stock [Member]	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Employee stock purchase plan	Employee stock purchase planMaximum	Employee stock purchase planMinimum
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
Expected term (years)									6 months	6 months
Increase (Decrease) in Stockholders' Equity
Net loss	(197,864)
Balance at Sep. 30, 2015	$ 139,713
Increase (Decrease) in Stockholders' Equity
Dividend yield								0.00%

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
OPERATING ACTIVITIES:
Net loss	$ (197,864)	$ (43,815)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Impairment of goodwill	117,521	0
Depreciation and amortization	38,078	12,525
Impairment of leasehold improvements	2,704	0
Stock-based compensation	20,188	17,193
Deferred taxes	0	(3,894)
Excess tax benefit from stock-based activity	0	(179)
Other non-cash adjustments, net	1,115	422
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable	24,133	(5,062)
Prepaid expenses and other assets	9,892	(12,398)
Accounts payable	(13,631)	13,925
Accrued and other liabilities	(1,489)	(1,475)
Deferred rent	684	20,471
Deferred revenue	1,058	323
Net cash provided by (used in) operating activities	2,389	(1,964)
INVESTING ACTIVITIES:
Purchases of property, equipment and software	(10,797)	(40,286)
Business acquisition, net	(367)	(97,444)
Capitalized internal-use software development costs	(9,207)	(5,459)
Changes in restricted cash	636	(2,203)
Net cash used in investing activities	(19,735)	(145,392)
FINANCING ACTIVITIES:
Proceeds from the issuance of common stock, net of issuance costs	0	115,403
Proceeds from employee stock plans, net	3,373	6,467
Excess tax benefit from stock-based activity	0	179
Tax withholdings related to net share settlements of restricted stock units	(974)	(241)
Repayment of capital lease obligations	(4,337)	(559)
Proceeds from debt facilities, net of debt issuance costs	(242)	35,000
Repayment of debt	(4,500)	(11,133)
Net cash (used in) provided by financing activities	(6,680)	145,116
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	53	(1)
CHANGE IN CASH AND CASH EQUIVALENTS	(23,973)	(2,241)
CASH AND CASH EQUIVALENTS—Beginning of period	107,056	113,873
CASH AND CASH EQUIVALENTS—End of period	83,083	111,632
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION:
Cash paid for income taxes, net of refunds	834	195
Cash paid for interest	2,930	1,598
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment recorded in accounts payable and accruals	1,664	7,523
Property, plant and equipment acquired under capital lease obligations	5,116	7,855
Vesting of early exercised options	133	674
Stock-based compensation capitalized in internal-use software costs	2,018	1,183
Issuance of common stock in connection with acquisition	$ 0	$ 82,421

NATURE OF BUSINESS AND SUMMARY

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 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 September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 2015 and 2014 . Goodwill —The Company performs an annual impairment test near 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. Since the Company operates its business in one reporting unit, the goodwill is tested for impairment at the enterprise level. Due to a stock price decline during the three months ended September 30, 2015, the Company’s market capitalization declined to a value below the net book value of the Company’s equity, triggering the Company to conduct a goodwill impairment test. The outcome of the goodwill impairment test resulted in a non-cash impairment of goodwill of $117.5 million , which was recorded in the Condensed Consolidated Statements of Operations for the period ended September 30, 2015. Refer to Note 12 for details of the Company's goodwill impairment test. Fair Value Measurement —The fair value of the money market funds presented as cash equivalents on our Consolidated Balance Sheets were $22.9 million as of September 30, 2015 and December 31, 2015. These are measured as level 1 inputs in the fair value hierarchy. The carrying amounts of our accounts receivable, accounts payable, accrued liabilities, term loan and revolving credit facility approximate their fair value due to their short maturities and, in the case of the term loan and revolving credit facility, their variable, market-based interest rates. Recently Issued and Adopted Accounting Pronouncements In September 2015, the Financial Accounting Standards Board ("FASB") issued accounting guidance which simplifies measurement period adjustments in a business combination under ASU 2015-16. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years and early adoption is permitted. The Company early adopted the guidance in the three months ended September 30, 2015. In April 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 Company utilizes cloud based applications in its administration and sales functions, and is evaluating the impact from the adoption of this guidance on its consolidated financial statements. In April 2015, the FASB issued accounting guidance which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability under ASU 2015-03. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years and early adoption is permitted. The Company early adopted the guidance in the three months ended September 30, 2015. In August 2014, the FASB provided accounting guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures under ASU 2014-15. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of this ASU and expects no material modifications to its financial statements. In May 2014, the FASB issued accounting guidance which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers under ASU 2014-09. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 by one year allowing early adoption as of the original effective date January 1, 2017. The deferral results in the new revenue standard being effective January 1, 2018. The Company is currently evaluating the impact of this ASU on its consolidated financial position, results of operations and cash flows.

PROPERTY, EQUIPMENT AND SOFTWAR

PROPERTY, EQUIPMENT AND SOFTWARE, NET	9 Months Ended
	Sep. 30, 2015
Property, Plant and Equipment [Abstract]
PROPERTY, EQUIPMENT AND SOFTWARE, NET	PROPERTY, EQUIPMENT AND SOFTWARE, NET Property, equipment and software, net as of September 30, 2015 and December 31, 2014 , consisted of the following (in thousands): September 30, December 31, 2015 2014 Capitalized internal-use software costs $ 34,980 $ 23,385 Computer hardware and software 54,924 46,299 Furniture and fixtures 13,582 11,674 Leasehold improvements 39,200 36,811 Total 142,686 118,169 Accumulated depreciation and amortization (55,039 ) (28,728 ) Total property, equipment and software, net $ 87,647 $ 89,441 Refer to Note 4 for details of the Company's capital leases as of September 30, 2015 and December 31, 2014 . Total depreciation and amortization expense related to property, equipment and software was $8.3 million and $4.6 million for the three months ended September 30, 2015 and 2014 , respectively, and $23.8 million and $11.4 million for the nine months ended September 30, 2015 and 2014 , respectively. Amortization expense of internal-use software costs was $2.0 million and $1.4 million for the three months ended September 30, 2015 and 2014 , respectively, and $5.5 million and $3.7 million for the nine months ended September 30, 2015 and 2014 , respectively. In addition, in the nine months ended September 30, 2015 , the Company recorded an impairment charge of $2.7 million for certain of its leasehold improvements in connection with its restructuring activities. Refer to Note 5 for details of the Company's restructuring plan.

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	9 Months Ended
	Sep. 30, 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 expanded the market opportunity and accelerated 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 approximately 5.3 million shares of the Company’s common stock. The total 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 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 was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of September 5, 2014, as set forth below. The Company finalized its estimates of fair value for certain of the acquired current assets and liabilities resulting in an adjustment of $2.1 million which was recorded during the three months ended September 30, 2015. The total purchase price was allocated as follows (in thousands): Current assets $ 29,853 Non-current assets 3,999 Current liabilities (29,354 ) Non-current liabilities (16,253 ) Net acquired tangible assets (11,755 ) Identifiable intangible assets 74,700 Goodwill 117,521 Total purchase price $ 180,466 The goodwill was 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. The changes in the carrying amount of goodwill for the nine months ended September 30, 2015 are as follows (in thousands): Goodwill Balance as of December 31, 2013 $ — Goodwill acquired 114,871 Goodwill adjustments recorded during the three months ended December 31, 2014 (1) 541 Balance as of December 31, 2014 115,412 Goodwill adjustment recorded during the three months ended September 30, 2015 (1) 2,109 Goodwill impairment recorded during the three months ended September 30, 2015 (1) (117,521 ) Balance as of September 30, 2015 $ — (1) Pursuant to business combinations accounting guidance, goodwill adjustments, for the effect of changes to net assets acquired during the measurement period, may be recorded up to one year from the date of an acquisition. Goodwill adjustments were not significant to our previously reported operating results or financial position. As of September 30, 2015 Estimated Useful Life (in years) Fair Value (in thousands) Accumulated Amortization Net Book Value Developed technology 3-4 $ 42,100 $ (12,396 ) $ 29,704 Customer relationships 7-8 27,700 (3,707 ) 23,993 Trademarks 5 2,000 (2,000 ) — Non-compete agreements 2 2,900 (1,551 ) 1,349 Total $ 74,700 (19,654 ) 55,046 Total amortization expense related to intangible assets acquired in the business combination with [x+1] was $5.8 million and $14.3 million for the three and nine months ended September 30, 2015 , respectively. During the three months ended September 30, 2015 , the Company accelerated the amortization of the trademark assets recording $1.6 million in additional amortization expense due to a change of its useful life. 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 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 Nine Months Ended September 30, September 30, 2014 2014 Pro forma revenue $ 119,298 $ 329,445 Pro forma revenue less media costs $ 65,614 $ 182,359 Pro forma net loss $ (19,779 ) $ (54,933 )

CAPITAL LEASES

CAPITAL LEASES	9 Months Ended
	Sep. 30, 2015
Leases [Abstract]
CAPITAL LEASES	CAPITAL LEASES Property, equipment and software includes hardware and software related to our data centers, which are acquired under capital lease agreements. The remaining future minimum lease payments under these non-cancelable capital leases as of September 30, 2015 were as follows (in thousands): Year ending December 31, Future Payments 2015 (remaining 3 months) $ 2,115 2016 8,236 2017 6,550 2018 3,169 2019 79 Total minimum lease payments $ 20,149 Less: amount representing interest and taxes (1,471 ) Less: current portion of minimum lease payments (7,421 ) Capital lease obligations, net of current portion $ 11,257

RESTRUCTURING COSTS

RESTRUCTURING COSTS	9 Months Ended
	Sep. 30, 2015
Restructuring and Related Activities [Abstract]
Restructuring Costs	NOTE 5. RESTRUCTURING COSTS In April 2015, the Company announced a plan intended to improve its operational efficiency, which included a reduction of its workforce, sublease of certain excess leased office space, among other cost reduction measures. During the three months ended June 30, 2015 , the Company incurred approximately $3.4 million in employee severance costs and $0.3 million in real estate broker costs associated with subleasing of the excess office space. The Company also incurred a $2.7 million non-cash impairment charge for leasehold improvements and certain other assets related to the subleased facility.

DEBT

DEBT	9 Months Ended
	Sep. 30, 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 September 30, 2015 , $25.5 million in term loans, $40.0 million under the revolving credit facility and letters of credit in the amount of $7.2 million were outstanding. The term loan is being 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 September 30, 2015 , the Company was in compliance with all covenants. Future Payments Future principal payments of term loan as of September 30, 2015 were as follows (in thousands): Year ending December 31, Future Payments 2015 (remaining 3 months) $ 1,500 2016 6,000 2017 6,000 2018 6,000 2019 6,000 Total 25,500 Less: current portion of term loan (6,000 ) Term loan, net of current portion $ 19,500 As of September 30, 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 $0.7 million in debt issuance costs.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 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): Nine Months Ended September 30, Nine Months Ended September 30, 2015 2014 Stock options: Outstanding at the beginning of the period 6,291 7,411 Options granted 396 538 Options exercised (423 ) (960 ) Options forfeited (628 ) (273 ) Outstanding at the end of the period 5,636 6,716 Total intrinsic value of options exercised $ 2,619 $ 29,726 Total unrecognized compensation expense at period-end $ 14,997 $ 27,239 Weighted-average remaining recognition period at period-end (in years) 1.9 2.2 Stock awards: Outstanding at the beginning of the period 2,515 382 Stock awards granted 2,767 718 Stock awards vested (357 ) (54 ) Stock awards canceled (1,032 ) (69 ) Outstanding at the end of the period 3,893 977 Weighted-average grant-date fair value $ 13.28 $ 38.35 Total unrecognized compensation expense at period-end $ 36,013 $ 26,755 Weighted-average remaining recognition period at period-end (in years) 2.8 3.3 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 September 30, 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 November 30, 2015, were approximately $0.9 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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected term (years) 6.3 6.3 6.3 5.5–6.3 Volatility 50.7%–58.0% 56.7%–57.6% 50.7%–58.0% 55.6%–58.0% Risk-free interest rate 1.57%–1.85% 1.84% 1.57%–1.85% 1.84%–1.97% 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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected term (years) 0.5 0.5 0.5 0.5-0.7 Volatility 73.3% 77.4% 73.3% 66.2%-77.4% Risk-free interest rate 0.07% 0.06% 0.07% 0.06%-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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Other cost of revenue $ 465 $ 282 $ 1,567 $ 810 Research and development 1,688 1,279 5,769 3,577 Sales and marketing 2,478 2,683 7,634 7,598 General and administrative 1,676 1,685 5,218 4,900 Total $ 6,307 $ 5,929 $ 20,188 $ 16,885

NET LOSS PER SHARE

NET LOSS PER SHARE	9 Months Ended
	Sep. 30, 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 and nine months ended September 30, 2015 and 2014 , all these potentially dilutive shares of common stock were determined to be anti-dilutive and accordingly were 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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Net loss $ (136,591 ) $ (22,831 ) $ (197,864 ) $ (43,815 ) Weighted-average shares used to compute basic and diluted net loss per share 42,763 37,230 42,350 35,490 Basic and diluted net loss per share $ (3.19 ) $ (0.61 ) $ (4.67 ) $ (1.23 ) Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive 9,754 7,937 9,754 7,937

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 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 provision of $0.2 million and an income tax benefit of $4.1 million for the three months ended September 30, 2015 and 2014 , respectively. The Company recorded income tax provision of $0.9 million and an income tax benefit of $3.6 million for the nine months ended September 30, 2015 and 2014 , respectively. The tax provision for the three and nine months ended September 30, 2015 is primarily due to foreign and state income tax expense. The tax benefit for the three and nine months ended September 30, 2014 is primarily due to a partial release of valuation allowance against the Company’s deferred tax assets limited to the amount of the net deferred tax liabilities generated from intangibles acquired from the [x+1] acquisition, partially offset by provisions for foreign and state income taxes. 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 certain valuation allowance against such assets as of September 30, 2015 and December 31, 2014.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 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 $3.9 million for both the three months ended September 30, 2015 and 2014 , and $11.9 million and $10.8 million for the nine months ended September 30, 2015 and 2014 , respectively. The approximate remaining future minimum cash lease payments under these non-cancelable operating leases as of September 30, 2015 were as follows (in thousands): Year ending December 31, Future Payments 2015 (remaining 3 months) $ 5,203 2016 20,833 2017 19,788 2018 18,648 2019 21,147 Thereafter 43,657 $ 129,276 Please refer to Note 4 for details of the Company's capital lease commitments as of September 30, 2015 . Letters of Credit Bank Guarantees and Restricted Cash —As of September 30, 2015 and December 31, 2014 , the Company had irrevocable letters of credit for facilities leases of $7.2 million and $6.8 million , respectively. The letters of credit have various expiration dates, with the latest being December 2023. As of September 30, 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. No decision had been made yet on that motion. 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 current and former officers and its board of directors at that time. 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 . On October 6, 2015, a purported verified shareholder derivative complaint was filed in the Northern District of California. The action is Victor Veloso v. George H. John et al. , Case No. 4:15-cv-04625-PJH. The complaint, which is based on substantially the same facts as the In re Rocket Fuel Securities Litigation, names its board of directors at that time and certain current and former executives as defendants and has been related to the In re Rocket Fuel Securities Litigation . We intend to vigorously defend ourselves against these actions. 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. At present, we are unable to reasonably estimate a possible range of loss for these actions. Legal fees are expensed in the period in which they are incurred.

SEGMENTS

SEGMENTS	9 Months Ended
	Sep. 30, 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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 North America $ 93,415 $ 85,948 $ 283,330 $ 226,519 All Other Countries 18,421 16,150 52,905 42,618 Total revenue $ 111,836 $ 102,098 $ 336,235 $ 269,137 The following table summarizes total long-lived assets in the respective locations (in thousands): September 30, December 31, 2015 2014 North America $ 82,134 $ 85,355 All Other Countries 5,513 4,086 Total long-lived assets $ 87,647 $ 89,441

GOODWILL

GOODWILL	9 Months Ended
	Sep. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	GOODWILL Due to a stock price decline during the three months ended September 30, 2015, the Company’s market capitalization declined to a value below the net book value of the Company’s equity, triggering the Company to test its goodwill for impairment. The Company first tested its intangible assets (other than goodwill) as of September 30, 2015 and determined that these assets were not impaired. Goodwill is tested for impairment in a two-step process. The first step is to determine if there is an indication of impairment by comparing the estimated fair value of the reporting unit to its carrying value including goodwill. Goodwill is considered impaired if the reporting unit’s carrying value exceeds its estimated fair value. Upon indication of impairment, a second step is performed to determine the amount of the impairment by comparing the implied fair value of the reporting unit’s goodwill with the carrying value of the goodwill. Since the Company operates its business in one reporting unit, goodwill is tested for impairment at the enterprise level. In the first step of the goodwill impairment test, the Company estimated the fair value of its reporting unit using the market approach. Under the market approach, the Company utilized the market capitalization of its publicly-traded shares and comparable company information to determine revenue multiples which were used to determine the fair value of the reporting unit. Based on this approach, the Company determined that there is an indication of impairment as the carrying value including goodwill exceeded the estimated fair value of the reporting unit. In the second step of the goodwill impairment test the Company estimated the fair value of its assets and liabilities to determine the implied fair value of goodwill, and then compared the implied fair value of the goodwill to its carrying value. The outcome of this second step resulted in a non-cash impairment of goodwill of $117.5 million , which was recorded in the Condensed Consolidated Statements of Operations for the period ended September 30, 2015. The inputs used to measure the estimated fair value of goodwill are classified as a Level 3 fair value measurement due to the significance of unobservable inputs based on company specific information.

NATURE OF BUSINESS AND SUMMAR20

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 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 September 30, 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 and nine months ended September 30, 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 near 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. Since the Company operates its business in one reporting unit, the goodwill is tested for impairment at the enterprise level. Due to a stock price decline during the three months ended September 30, 2015, the Company’s market capitalization declined to a value below the net book value of the Company’s equity, triggering the Company to conduct a goodwill impairment test. The outcome of the goodwill impairment test resulted in a non-cash impairment of goodwill of $117.5 million , which was recorded in the Condensed Consolidated Statements of Operations for the period ended September 30, 2015. Refer to Note 12 for details of the Company's goodwill impairment test.
Recently Issued and Adopted Accounting Pronouncements	Recently Issued and Adopted Accounting Pronouncements In September 2015, the Financial Accounting Standards Board ("FASB") issued accounting guidance which simplifies measurement period adjustments in a business combination under ASU 2015-16. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years and early adoption is permitted. The Company early adopted the guidance in the three months ended September 30, 2015. In April 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 Company utilizes cloud based applications in its administration and sales functions, and is evaluating the impact from the adoption of this guidance on its consolidated financial statements. In April 2015, the FASB issued accounting guidance which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability under ASU 2015-03. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years and early adoption is permitted. The Company early adopted the guidance in the three months ended September 30, 2015. In August 2014, the FASB provided accounting guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures under ASU 2014-15. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact of this ASU and expects no material modifications to its financial statements. In May 2014, the FASB issued accounting guidance which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers under ASU 2014-09. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 by one year allowing early adoption as of the original effective date January 1, 2017. The deferral results in the new revenue standard being effective January 1, 2018. The Company is currently evaluating the impact of this ASU on its consolidated financial position, results of operations and cash flows.

PROPERTY, EQUIPMENT AND SOFTW21

PROPERTY, EQUIPMENT AND SOFTWARE, NET (Tables)	9 Months Ended
	Sep. 30, 2015
Property, Plant and Equipment [Abstract]
Schedule of property, equipment and software	Property, equipment and software, net as of September 30, 2015 and December 31, 2014 , consisted of the following (in thousands): September 30, December 31, 2015 2014 Capitalized internal-use software costs $ 34,980 $ 23,385 Computer hardware and software 54,924 46,299 Furniture and fixtures 13,582 11,674 Leasehold improvements 39,200 36,811 Total 142,686 118,169 Accumulated depreciation and amortization (55,039 ) (28,728 ) Total property, equipment and software, net $ 87,647 $ 89,441

BUSINESS COMBINATIONS BUSINESS

BUSINESS COMBINATIONS BUSINESS COMBINATIONS (Tables)	9 Months Ended
	Sep. 30, 2015
Business Combinations [Abstract]
Schedule of Consideration For Business Acquisitions	The total 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 purchase price $ 180,466
Schedule of the Total Purchase Price Allocation	The total purchase price was allocated as follows (in thousands): Current assets $ 29,853 Non-current assets 3,999 Current liabilities (29,354 ) Non-current liabilities (16,253 ) Net acquired tangible assets (11,755 ) Identifiable intangible assets 74,700 Goodwill 117,521 Total purchase price $ 180,466
Schedule of Changes in the Carrying Amount of Goodwill	The changes in the carrying amount of goodwill for the nine months ended September 30, 2015 are as follows (in thousands): Goodwill Balance as of December 31, 2013 $ — Goodwill acquired 114,871 Goodwill adjustments recorded during the three months ended December 31, 2014 (1) 541 Balance as of December 31, 2014 115,412 Goodwill adjustment recorded during the three months ended September 30, 2015 (1) 2,109 Goodwill impairment recorded during the three months ended September 30, 2015 (1) (117,521 ) Balance as of September 30, 2015 $ — (1) Pursuant to business combinations accounting guidance, goodwill adjustments, for the effect of changes to net assets acquired during the measurement period, may be recorded up to one year from the date of an acquisition. Goodwill adjustments were not significant to our previously reported operating results or financial position.
Schedule of Finite-Lived Intangible Assets Acquired	As of September 30, 2015 Estimated Useful Life (in years) Fair Value (in thousands) Accumulated Amortization Net Book Value Developed technology 3-4 $ 42,100 $ (12,396 ) $ 29,704 Customer relationships 7-8 27,700 (3,707 ) 23,993 Trademarks 5 2,000 (2,000 ) — Non-compete agreements 2 2,900 (1,551 ) 1,349 Total $ 74,700 (19,654 ) 55,046
Pro Forma Information	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 Nine Months Ended September 30, September 30, 2014 2014 Pro forma revenue $ 119,298 $ 329,445 Pro forma revenue less media costs $ 65,614 $ 182,359 Pro forma net loss $ (19,779 ) $ (54,933 )

CAPITAL LEASES (Tables)

CAPITAL LEASES (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2015 were as follows (in thousands): Year ending December 31, Future Payments 2015 (remaining 3 months) $ 2,115 2016 8,236 2017 6,550 2018 3,169 2019 79 Total minimum lease payments $ 20,149 Less: amount representing interest and taxes (1,471 ) Less: current portion of minimum lease payments (7,421 ) Capital lease obligations, net of current portion $ 11,257

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2015
Debt Disclosure [Abstract]
Schedule of future principal payments of long-term debt	Future principal payments of term loan as of September 30, 2015 were as follows (in thousands): Year ending December 31, Future Payments 2015 (remaining 3 months) $ 1,500 2016 6,000 2017 6,000 2018 6,000 2019 6,000 Total 25,500 Less: current portion of term loan (6,000 ) Term loan, net of current portion $ 19,500

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	9 Months Ended
	Sep. 30, 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): Nine Months Ended September 30, Nine Months Ended September 30, 2015 2014 Stock options: Outstanding at the beginning of the period 6,291 7,411 Options granted 396 538 Options exercised (423 ) (960 ) Options forfeited (628 ) (273 ) Outstanding at the end of the period 5,636 6,716 Total intrinsic value of options exercised $ 2,619 $ 29,726 Total unrecognized compensation expense at period-end $ 14,997 $ 27,239 Weighted-average remaining recognition period at period-end (in years) 1.9 2.2 Stock awards: Outstanding at the beginning of the period 2,515 382 Stock awards granted 2,767 718 Stock awards vested (357 ) (54 ) Stock awards canceled (1,032 ) (69 ) Outstanding at the end of the period 3,893 977 Weighted-average grant-date fair value $ 13.28 $ 38.35 Total unrecognized compensation expense at period-end $ 36,013 $ 26,755 Weighted-average remaining recognition period at period-end (in years) 2.8 3.3
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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected term (years) 6.3 6.3 6.3 5.5–6.3 Volatility 50.7%–58.0% 56.7%–57.6% 50.7%–58.0% 55.6%–58.0% Risk-free interest rate 1.57%–1.85% 1.84% 1.57%–1.85% 1.84%–1.97% 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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected term (years) 0.5 0.5 0.5 0.5-0.7 Volatility 73.3% 77.4% 73.3% 66.2%-77.4% Risk-free interest rate 0.07% 0.06% 0.07% 0.06%-0.07% 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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected term (years) 0.5 0.5 0.5 0.5-0.7 Volatility 73.3% 77.4% 73.3% 66.2%-77.4% Risk-free interest rate 0.07% 0.06% 0.07% 0.06%-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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Other cost of revenue $ 465 $ 282 $ 1,567 $ 810 Research and development 1,688 1,279 5,769 3,577 Sales and marketing 2,478 2,683 7,634 7,598 General and administrative 1,676 1,685 5,218 4,900 Total $ 6,307 $ 5,929 $ 20,188 $ 16,885

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2015
Earnings Per Share [Abstract]
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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Net loss $ (136,591 ) $ (22,831 ) $ (197,864 ) $ (43,815 ) Weighted-average shares used to compute basic and diluted net loss per share 42,763 37,230 42,350 35,490 Basic and diluted net loss per share $ (3.19 ) $ (0.61 ) $ (4.67 ) $ (1.23 ) Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive 9,754 7,937 9,754 7,937

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum lease payments under non-cancelable operating leases	The approximate remaining future minimum cash lease payments under these non-cancelable operating leases as of September 30, 2015 were as follows (in thousands): Year ending December 31, Future Payments 2015 (remaining 3 months) $ 5,203 2016 20,833 2017 19,788 2018 18,648 2019 21,147 Thereafter 43,657 $ 129,276

SEGMENTS (Tables)

SEGMENTS (Tables)	9 Months Ended
	Sep. 30, 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 Nine Months Ended September 30, September 30, 2015 2014 2015 2014 North America $ 93,415 $ 85,948 $ 283,330 $ 226,519 All Other Countries 18,421 16,150 52,905 42,618 Total revenue $ 111,836 $ 102,098 $ 336,235 $ 269,137
Schedule of total long-lived assets in the respective locations	The following table summarizes total long-lived assets in the respective locations (in thousands): September 30, December 31, 2015 2014 North America $ 82,134 $ 85,355 All Other Countries 5,513 4,086 Total long-lived assets $ 87,647 $ 89,441

NATURE OF BUSINESS AND SUMMAR29

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2015USD ($)agencycustomer	Mar. 31, 2015agency	Mar. 31, 2015advertiser	Sep. 30, 2014USD ($)agency	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)agency	Dec. 31, 2014USD ($)agencyadvertiser	Dec. 31, 2012customer
Concentration of credit risk
Impairment of goodwill	$ 117,521			$ 0	$ 117,521	$ 0
Money market funds (included in cash and cash equivalents) | Level 1
Concentration of credit risk
Assets, fair value disclosure	$ 22,900				$ 22,900		$ 22,900
Accounts receivable | Customer concentration
Concentration of credit risk
Number of customers	2	2	0	2		2	0
Revenue | Customer concentration
Concentration of credit risk
Number of customers	0	2					2	0

PROPERTY, EQUIPMENT AND SOFTW30

PROPERTY, EQUIPMENT AND SOFTWARE, NET (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2015	Jun. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Property, equipment and software
Property, equipment, and software, gross	$ 142,686			$ 142,686		$ 118,169
Accumulated depreciation and amortization	(55,039)			(55,039)		(28,728)
Total property, equipment and software, net	87,647			87,647		89,441
Depreciation and amortization	8,300		$ 4,600	38,078	$ 12,525
Depreciation				23,800	11,400
Amortization expense	2,000		$ 1,400	5,500	3,700
Impairment of leasehold improvements		$ 2,700		2,704	$ 0
Capitalized internal-use software costs
Property, equipment and software
Property, equipment, and software, gross	34,980			34,980		23,385
Computer hardware and software
Property, equipment and software
Property, equipment, and software, gross	54,924			54,924		46,299
Furniture and fixtures
Property, equipment and software
Property, equipment, and software, gross	13,582			13,582		11,674
Leasehold improvements
Property, equipment and software
Property, equipment, and software, gross	$ 39,200			$ 39,200		$ 36,811

BUSINESS COMBINATIONS - Narrati

BUSINESS COMBINATIONS - Narrative (Details) - x Plus 1 - USD ($) $ in Thousands	Sep. 05, 2014	Sep. 30, 2015	Sep. 30, 2015
Business Acquisition [Line Items]
Amortization of Intangible Assets		$ 5,800	$ 14,300
Cash payment	$ 98,045
Shares issued	5,253,084
Acquisition costs	$ 4,900
Trademarks
Business Acquisition [Line Items]
Amortization of Intangible Assets		$ 1,600

BUSINESS COMBINATIONS - Purchas

BUSINESS COMBINATIONS - Purchase Consideration (Details) - x Plus 1 $ in Thousands	Sep. 05, 2014USD ($)
Business Acquisition [Line Items]
Cash	$ 98,045
Fair value of 5,253,084 shares common stock transferred	82,421
Total purchase price	$ 180,466

BUSINESS COMBINATIONS - Schedul

BUSINESS COMBINATIONS - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014	Sep. 05, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Goodwill	$ 0	$ 115,412
x Plus 1
Business Acquisition [Line Items]
Current assets			$ 29,853
Non-current assets			3,999
Current liabilities			(29,354)
Non-current liabilities			(16,253)
Net acquired tangible assets			(11,755)
Identifiable intangible assets			74,700
Goodwill	$ 0	$ 115,412	117,521	$ 0
Total preliminary purchase price			$ 180,466

BUSINESS COMBINATIONS - Sched34

BUSINESS COMBINATIONS - Schedule of Changed in Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Goodwill [Roll Forward]
Beginning balance			$ 115,412
Impairment of goodwill	$ (117,521)	$ 0	(117,521)	$ 0
Ending balance	0		0		$ 115,412
x Plus 1
Goodwill [Roll Forward]
Beginning balance			115,412	$ 0	0
Goodwill acquired					114,871
Goodwill, purchase accounting adjustments			2,109		541
Impairment of goodwill			(117,521)
Ending balance	$ 0		$ 0		$ 115,412

BUSINESS COMBINATIONS - Sched35

BUSINESS COMBINATIONS - Schedule of Acquired Finite-Lived Intangible Assets (Details) - x Plus 1 $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Preliminary Fair Value	$ 74,700
Accumulated Amortization	(19,654)
Net Book Value	55,046
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Preliminary Fair Value	42,100
Accumulated Amortization	(12,396)
Net Book Value	$ 29,704
Developed technology | Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	3 years
Developed technology | Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	4 years
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Preliminary Fair Value	$ 27,700
Accumulated Amortization	(3,707)
Net Book Value	$ 23,993
Customer relationships | Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	7 years
Customer relationships | Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	8 years
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	5 years
Preliminary Fair Value	$ 2,000
Accumulated Amortization	(2,000)
Net Book Value	$ 0
Non-compete agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	2 years
Preliminary Fair Value	$ 2,900
Accumulated Amortization	(1,551)
Net Book Value	$ 1,349

BUSINESS COMBINATIONS - Pro For

BUSINESS COMBINATIONS - Pro Forma (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Business Acquisition [Line Items]
Pro forma revenue less media costs	$ 65,614	$ 182,359
x Plus 1
Business Acquisition [Line Items]
Pro forma revenue	119,298	329,445
Pro forma net loss	$ (19,779)	$ (54,933)

CAPITAL LEASES (Details)

CAPITAL LEASES (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Approximate remaining future minimum lease payments under non-cancelable capital leases
2015 (remaining 3 months)	$ 2,115
2,016	8,236
2,017	6,550
2,018	3,169
2,019	79
Total minimum lease payments	20,149
Less: amount representing interest and taxes	(1,471)
Less: current portion of minimum lease payments	(7,421)	$ (5,482)
Capital lease obligations, net of current portion	$ 11,257	$ 12,341

RESTRUCTURING COSTS (Details)

RESTRUCTURING COSTS (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2015	Sep. 30, 2015	Sep. 30, 2014
Restructuring Cost and Reserve [Line Items]
Impairment of leasehold improvements	$ 2,700	$ 2,704	$ 0
One-time Termination Benefits [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	3,400
Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 300

DEBT (Details)

DEBT (Details) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Debt
Revolving credit facility, net	$ 39,720,000	$ 39,705,000
Amount outstanding	$ 40,000,000
Applicable margin over variable rate basis (as a percent)	2.00%
Liquidity ratio	1.10
Future principal payments of long-term debt
2015 (remaining 3 months)	$ 1,500,000
2,016	6,000,000
2,017	6,000,000
2,018	6,000,000
2,019	6,000,000
Total	25,500,000
Term loan, net of current portion	19,047,000	$ 23,335,000
Unamortized discounts	$ 700,000
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
Revolving credit facility, net	$ 80,000,000
Maximum amount available for borrowing expressed as a percentage of certain eligible accounts	85.00%
Amount outstanding	$ 40,000,000
Letter of credit subfacility
Debt
Revolving credit facility, net	12,000,000
Aggregate minimum cash on deposit	40,000,000
Amount outstanding	7,200,000
Periodic payment	1,500,000
Debt Instrument, Required Cash on Deposit	30,000,000
Swing line subfacility
Debt
Revolving credit facility, net	2,500,000
Revolving line of credit amended in March 2012
Debt
Revolving credit facility, net	30,000,000
Amount outstanding	$ 25,500,000
Revolving line of credit | Base rate
Debt
Applicable margin over variable rate basis (as a percent)	2.125%
Revolving line of credit | Base rate | Minimum
Debt
Applicable margin over variable rate basis (as a percent)	1.625%
Revolving line of credit | LIBOR | Minimum
Debt
Applicable margin over variable rate basis (as a percent)	2.625%
Revolving line of credit | LIBOR | Maximum
Debt
Applicable margin over variable rate basis (as a percent)	3.125%
Term loans
Future principal payments of long-term debt
Less: current portion of term loan	$ (6,000,000)
Term loan, net of current portion	$ 19,500,000
Term loans | Base rate | Minimum
Debt
Applicable margin over variable rate basis (as a percent)	2.50%
Term loans | Base rate | Maximum
Debt
Applicable margin over variable rate basis (as a percent)	3.00%
Term loans | LIBOR | Minimum
Debt
Applicable margin over variable rate basis (as a percent)	3.50%
Term loans | LIBOR | Maximum
Debt
Applicable margin over variable rate basis (as a percent)	4.00%

STOCKHOLDERS' EQUITY - Schedul

STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Additional Disclosures [Abstract]
Total unrecognized compensation expense at period-end	$ 900
Options
Number of Shares Outstanding
Balance at the beginning of the period (in shares)	6,291	7,411	7,411
Options granted (shares)	396	538
Options exercised (in shares)	(423)	(960)
Options forfeited (in shares)	(628)	(273)
Balance at the end of the period (in shares)	5,636	6,716	6,291	7,411
Additional Disclosures [Abstract]
Total intrinsic value of options exercised	$ 2,619	$ 29,726
Total unrecognized compensation expense at period-end	$ 14,997			$ 27,239
Weighted-average remaining recognition period at period-end (in years)	1 year 10 months 17 days	2 years 2 months 19 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	382	382
Options granted (shares)	2,767	718
Options exercised (in shares)	(357)	(54)
Options forfeited (in shares)	(1,032)	(69)
Balance at the end of the period (in shares)	3,893	977	2,515	382
Additional Disclosures [Abstract]
Weighted-average grant-date fair value (dollars per share)	$ 13.28	$ 38.35
Total unrecognized compensation expense at period-end	$ 36,013			$ 26,755
Weighted-average remaining recognition period at period-end (in years)	2 years 9 months 29 days	3 years 3 months 29 days

- Additional Information (Detai

- Additional Information (Details)	9 Months Ended
	Sep. 30, 2015USD ($)
STOCKHOLDERS' EQUITY (DEFICIT)
Total unrecognized compensation expense at period-end	$ 900,000
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%

STOCKHOLDERS' EQUITY - Valuati

STOCKHOLDERS' EQUITY - Valuation Assumptions (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 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 volatility rate, minimum	73.30%	77.40%	73.30%	66.20%
Expected volatility rate, maximum	73.30%	77.40%	73.30%	77.40%
Risk free interest rate, minimum	0.07%	0.06%	0.07%	0.06%
Risk free interest rate, maximum	0.07%	0.06%	0.07%	0.07%
Dividend yield	0.00%	0.00%	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 volatility rate, minimum	50.70%	56.70%	50.70%	55.60%
Expected volatility rate, maximum	58.00%	57.60%	58.00%	58.00%
Risk free interest rate, minimum	1.57%	1.84%	1.57%	1.84%
Risk free interest rate, maximum	1.85%	1.84%	1.85%	1.97%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Minimum | 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 (years)	6 months	6 months	6 months	6 months
Minimum | Options
Assumptions used to calculate stock-based compensation for each stock purchase right granted under the Employee Stock Purchase Plan (ESPP)
Expected term (years)	6 years 3 months 18 days	6 years 3 months 18 days	6 years 3 months 18 days	5 years 6 months
Maximum | 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 (years)	6 months	6 months	6 months	8 months 12 days
Maximum | Options
Assumptions used to calculate stock-based compensation for each stock purchase right granted under the Employee Stock Purchase Plan (ESPP)
Expected term (years)	6 years 3 months 18 days	6 years 3 months 18 days	6 years 3 months 18 days	6 years 3 months 18 days

STOCKHOLDERS' EQUITY - Sched43

STOCKHOLDERS' EQUITY - Schedule of Allocated Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Allocation of stock-based compensation and restricted stock for employees and non-employees
Allocated share-based compensation expense	$ 6,307	$ 5,929	$ 20,188	$ 16,885
Other cost of revenue
Allocation of stock-based compensation and restricted stock for employees and non-employees
Allocated share-based compensation expense	465	282	1,567	810
Research and development
Allocation of stock-based compensation and restricted stock for employees and non-employees
Allocated share-based compensation expense	1,688	1,279	5,769	3,577
Sales and marketing
Allocation of stock-based compensation and restricted stock for employees and non-employees
Allocated share-based compensation expense	2,478	2,683	7,634	7,598
General and administrative
Allocation of stock-based compensation and restricted stock for employees and non-employees
Allocated share-based compensation expense	$ 1,676	$ 1,685	$ 5,218	$ 4,900

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Computation of net loss per common share
Net loss	$ (136,591)	$ (22,831)	$ (197,864)	$ (43,815)	$ (64,311)	$ (20,932)	$ (10,343)
Weighted-average shares used to compute basic and diluted net loss per share (shares)	42,763	37,230	42,350	35,490
Basic and diluted net loss per share (in dollars per share)	$ (3.19)	$ (0.61)	$ (4.67)	$ (1.23)
Anti-dilutive securities that were excluded from the calculation of diluted net loss per share attributable to common stockholders (in shares)	9,754	7,937	9,754	7,937

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Tax Disclosure [Abstract]
Income tax (benefit) provision	$ 213	$ (4,120)	$ 942	$ (3,625)

COMMITMENTS AND CONTINGENCIES46

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Operating Leases
Rent expense	$ 3,900	$ 3,900	$ 11,900	$ 10,800
Future minimum lease payments under non-cancelable operating leases
2015 (remaining 3 months)	5,203		5,203
2,016	20,833		20,833
2,017	19,788		19,788
2,018	18,648		18,648
2,019	21,147		21,147
Thereafter	43,657		43,657
Total future payments	129,276		129,276
Letters of Credit and Bank Guarantees
Irrevocable letters of credit outstanding	7,200		7,200		$ 6,800
Bank guarantees for security deposits	$ 2,235		$ 2,235		$ 2,915

SEGMENTS (Details)

SEGMENTS (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)managerbusiness_activity	Sep. 30, 2014USD ($)	Dec. 31, 2014USD ($)
Segments
Number of business activities | business_activity			1
Number of segment managers held accountable for operations, operating results or plans for levels or components below the consolidated unit level | manager			0
Total revenue	$ 111,836	$ 102,098	$ 336,235	$ 269,137
Total long-lived assets	87,647		87,647		$ 89,441
North America
Segments
Total revenue	93,415	85,948	283,330	226,519
Total long-lived assets	82,134		82,134		85,355
All Other Countries
Segments
Total revenue	18,421	$ 16,150	52,905	$ 42,618
Total long-lived assets	$ 5,513		$ 5,513		$ 4,086

GOODWILL (Details)

GOODWILL (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of goodwill	$ 117,521	$ 0	$ 117,521	$ 0