Rocket Fuel 10-Q 9 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 30, 2017
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	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		46,442,344
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 62,756	$ 84,024
Accounts receivable, net	113,847	125,755
Deferred tax assets, net	716	574
Prepaid expenses	3,455	2,598
Other current assets	6,420	3,049
Total current assets	186,478	215,426
Property, equipment and software, net	46,127	49,561
Restricted Cash and Cash Equivalents, Noncurrent	1,760	1,749
Intangible assets, net	31,110	34,874
Other assets	552	517
Total assets	266,743	302,701
Current Liabilities:
Accounts payable	65,219	83,001
Accrued and other current liabilities	33,322	33,486
Deferred revenue	3,539	2,856
Current portion of capital leases	9,379	8,325
Revolving credit facility, net	70,915	71,190
Total current liabilities	182,374	198,858
Capital leases—Less current portion	5,679	6,721
Deferred rent—Less current portion	9,321	9,121
Other liabilities	1,429	850
Total liabilities	198,803	215,550
Commitments and contingencies (Note 10)
Stockholders’ Equity:
Common stock, $0.001 par value— 1,000,000,000 authorized as of March 31, 2017 and December 31, 2016; 46,358,976 and 46,218,687 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	46	46
Additional paid-in capital	476,235	473,056
Accumulated other comprehensive loss	(846)	(925)
Accumulated deficit	(407,495)	(385,026)
Total stockholders’ equity	67,940	87,151
Total liabilities and stockholders’ equity	$ 266,743	$ 302,701

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
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	46,358,976	46,218,687
Common stock, shares outstanding	46,358,976	46,218,687

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Goodwill [Line Items]
Revenue	$ 95,172	$ 104,745
Costs and expenses:
Media costs	47,756	42,559
Other cost of revenue	21,505	20,085
Research and development	7,270	10,639
Sales and marketing	25,898	36,840
General and administrative	10,701	14,321
Restructuring	3,768	(199)
Total costs and expenses	116,898	124,245
Operating loss	(21,726)	(19,500)
Interest expense	1,137	1,237
Other (income) expense, net	(552)	(194)
Loss before income taxes	(22,311)	(20,543)
Income tax provision	158	230
Net loss	$ (22,469)	$ (20,773)
Basic and diluted net loss per share attributable to common stockholders (in dollars per share)	$ (0.49)	$ (0.48)
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders (shares)	46,261	43,601

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
Net loss		$ (22,469)	$ (20,773)
Other comprehensive income (loss):
Foreign currency translation adjustments	[1]	79	(173)
Comprehensive loss		$ (22,390)	$ (20,946)
[1]	Reclassifications out of Other comprehensive income (loss) into Net loss were not significant.

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
OPERATING ACTIVITIES:
Net loss	$ (22,469)	$ (20,773)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	12,544	12,264
Impairment of long-lived assets	2,281	0
Accelerated amortization of leasehold improvements	0	3,533
Stock-based compensation expense	2,848	4,810
Deferred taxes	126	0
Other non-cash adjustments, net	249	1,350
Changes in operating assets and liabilities:
Accounts receivable	11,416	14,103
Prepaid expenses and other assets	(4,180)	(1,796)
Accounts payable, accrued and other liabilities	(18,164)	(12,697)
Deferred rent	126	(3,074)
Deferred revenue	682	(474)
Net cash used in operating activities	(14,793)	(2,754)
Investing Activities:
Purchases of property, equipment and software	(1,264)	(1,787)
Capitalized internal-use software development costs	(2,505)	(2,924)
Proceeds from Sale of Property, Plant, and Equipment	116	332
Net cash used in investing activities	(3,653)	(4,379)
Financing Activities:
Proceeds from employee stock plans, net	107	28
Tax withholdings related to net share settlements of restricted stock units	(155)	(241)
Repayment of capital lease obligations	(2,440)	(2,092)
Proceeds from debt facilities, net of issuance costs	(356)	22,350
Repayment of debt	0	(24,000)
Net cash used in financing activities	(2,844)	(3,955)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	22	(80)
Change in Cash and Cash Equivalents	(21,268)	(11,168)
Cash and Cash Equivalents—Beginning of period	84,024	78,560
Cash and Cash Equivalents—End of period	62,756	67,392
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION:
Cash paid for income taxes, net of refunds	709	351
Cash paid for interest	1,018	1,021
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Property, equipment and software acquired under capital lease obligations	2,452	151
Purchases of property, equipment and software recorded in accounts payable and accruals	1,423	563
Vesting of early exercised options	0	25
Stock-based compensation capitalized in internal-use software costs	$ 382	$ 711

NATURE OF BUSINESS AND SUMMARY

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1. 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, California. 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, 2016 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, 2016 . The significant accounting policies and recent accounting pronouncements were described in Note 1 to the Consolidated Financial Statements included in the 2016 Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . There have been no significant changes in or updates to the accounting policies since December 31, 2016 . Going Concern The Company has incurred losses from operations resulting in an accumulated deficit of $(407.5) million as of March 31, 2017 , with a net loss of $(22.5) million during the three months ended March 31, 2017 . Since inception, the Company's operations and investments have been funded through cash generated from operations and debt from banks, capital leases and equity financing. As of March 31, 2017 , the Company had cash and cash equivalents of $62.8 million , of which $1.8 million was held by its foreign subsidiaries, $71.5 million in debt obligations under the Revolving Credit and Term Loan Agreement (the "2016 Loan Facility") which expires on December 31, 2018, and $15.1 million in capital lease obligations. The Company's ability to continue as a going concern is dependent on its ability to generate sufficient cash from operations, which is subject to achieving its operating plan, and the continued availability of external funding sources. The main source of funding is the 2016 Loan Facility which includes bank-defined EBTIDA targets, minimum cash requirements, and other financial and non-financial covenants. The Company considers the continued availability of the loan facility a significant condition to meeting its payment obligations as it has had to amend its terms, in particular the bank-defined EBITDA covenant, several times over the past two fiscal years in order to remain in compliance. In January 2017, the Company announced a plan to improve its operational efficiency, which included the reduction of approximately 11% of its workforce and continued real estate consolidation projects, and expected to reduce operating expense by approximately $20 million annually. The operating plan for fiscal year 2017 indicates that the Company will meet the bank-defined EBITDA targets in the next four quarters. If it appears these targets may not be met, the operating plan has variable costs components that could be adjusted if necessary. If the targets of the operating plan for fiscal year 2017 cannot be met, the Company may seek amendments to the 2016 Loan Facility from its current lenders as it has successfully done several times in the past. Alternatively, the Company may seek alternative sources of financing from other asset-backed lending institutions based on utilizing accounts receivable as collateral. As a result, the Company believes that such plans and the alternative actions available to the Company mitigate the relevant conditions and events that would raise substantial doubt about the Company's ability to continue as a going concern. Recently Issued and Adopted Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers by one year the effective date of ASU 2014-09. The standard becomes effective for the Company beginning January 1, 2018, but allows the Company to adopt the standard one year earlier if it so chooses. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which requires an entity to determine whether the nature of its promise is to provide a good or service to the customer (i.e., the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (i.e., the entity is an agent). In April, 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. In May, 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which clarifies guidance in certain narrow areas and adds some practical expedients. The amendments have the same effective date and transition requirements as the new revenue recognition standard. We intend to elect the modified retrospective method in adopting the guidance of ASC 606 starting January 2018. The modified retrospective method requires us to apply the new revenue standard only to the financial statements in the year of adoption and record a cumulative-effect adjustment to the opening balance of retained earnings in the year the new revenue standard is first applied. The opening adjustment to retained earnings will be determined on the basis of the impact of the new revenue standard’s application on contracts that were not completed as of the date of initial application. We are continuing to evaluate for the effect that the standard will have on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which replaces prior lease guidance (Topic 840.) This guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statement of Operations. The guidance also eliminates today’s real estate-specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Entities have the option to use certain practical expedients. Full retrospective application is prohibited. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company expects that upon adoption, ROU assets and lease liabilities will be recognized in the balance sheet in amounts that will be material. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , changing certain aspects of accounting for share-based payments to employees (Topic 718), as well as affecting the accounting classification within the statement of cash flows. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. The new standard allows a policy election to account for forfeitures as they occur and allows an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. This ASU is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2016-09 in the first quarter of 2017. No cumulative-effect adjustment was recorded to our accumulated deficit balance as the U.S. deferred tax assets from previously unrecognized excess tax benefits were fully offset by a full valuation allowance; and we did not elect to change our policy of estimating expected forfeitures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which provides the FASB's guidance on certain cash flow statements items. ASU 2016-15 is effective for fiscal reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted including adoption in an interim period. The adoption of ASU 2016-15 is not expected to have a material impact on our consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force . The standard requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents on the statement of cash flows. The new standard is expected to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-18 on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is required to be applied prospectively and will be effective for the Company beginning January 1, 2018. The Company is currently evaluating the impact of this ASU to its consolidated financial statements and related disclosures. With the exception of the standards discussed above along with those described in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 there have been no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2017 that are of significance or potential significance to the Company.

PROPERTY, EQUIPMENT AND SOFTWAR

PROPERTY, EQUIPMENT AND SOFTWARE, NET	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
PROPERTY, EQUIPMENT AND SOFTWARE, NET	NOTE 2. PROPERTY, EQUIPMENT AND SOFTWARE, NET Property, equipment and software, net as of March 31, 2017 and December 31, 2016 , consisted of the following (in thousands): March 31, December 31, 2017 2016 Capitalized internal-use software costs $ 54,789 $ 51,877 Computer hardware and software 64,854 60,656 Furniture and fixtures 11,007 10,903 Leasehold improvements 16,235 16,068 Total 146,885 139,504 Accumulated depreciation and amortization (100,758 ) (89,943 ) Total property, equipment and software, net $ 46,127 $ 49,561 Refer to Note 4 for details of the Company's capital leases. The Company capitalized internal-use software development costs of $2.9 million and $3.6 million for the three months ended March 31, 2017 and 2016 , respectively. Amortization expense of internal-use software costs was $3.0 million and $2.3 million for the three months ended March 31, 2017 and 2016 , respectively. Total depreciation and amortization expense related to property, equipment and software, exclusive of the amortization of capitalized internal-use software costs, was $5.8 million and $5.8 million for the three months ended March 31, 2017 and 2016 , respectively. Additionally, the Company recorded an impairment charge and restructuring related accelerated amortization of leasehold improvements of $2.3 million and $3.5 million during the three months ended March 31, 2017 and 2016 , respectively, for certain of its leasehold improvements in connection with its restructuring activities. Refer to Note 5 for details of the Company's restructuring costs.

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
BUSINESS COMBINATION	NOTE 3. BUSINESS COMBINATIONS Acquisitions in Fiscal Year 2014 On September 5, 2014, the Company acquired X Plus Two Solutions, Inc., a Delaware corporation (“X Plus Two”), which wholly owned X Plus One Solutions, Inc. known in the industry as [x+1] ("[x+1]"). Management believed the acquisition of [x+1] would significantly expand the market opportunity and help accelerate the Company’s entry into the digital marketing enterprise software-as-a-service ("SaaS") market. The total purchase consideration was as follows (in thousands): Purchase consideration: Cash $ 98,045 Fair value of 5.3 million 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 acquiror. The Company expensed the acquisition-related transaction costs in the amount of $4.9 million in general and administrative expenses. 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 Due to a stock price decline during the third quarter of 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 third quarter of 2015. Identifiable intangible assets acquired are as follows: March 31, 2017 December 31, 2016 Estimated Useful Life (in years) Gross Accumulated Amortization Net Book Value Gross Accumulated Amortization Net Book Value Developed technology 3-4 $ 42,100 $ (29,784 ) $ 12,316 $ 42,100 $ (26,887 ) $ 15,213 Customer relationships 7-8 27,700 (8,906 ) 18,794 27,700 (8,039 ) 19,661 Trademarks 5 2,000 (2,000 ) — 2,000 (2,000 ) — Non-compete agreements 2 2,900 (2,900 ) — 2,900 (2,900 ) — Total $ 74,700 (43,590 ) 31,110 $ 74,700 $ (39,826 ) $ 34,874 Total amortization expense related to intangible assets acquired in the business combination with [x+1] was $3.8 million and $4.1 million for the three months ended March 31, 2017 and 2016 , respectively.

CAPITAL LEASES

CAPITAL LEASES	3 Months Ended
	Mar. 31, 2017
Leases [Abstract]
CAPITAL LEASES	NOTE 4. CAPITAL LEASES Property, equipment and software includes hardware and software related to our data centers, which are typically acquired under capital lease agreements. During the three months ended March 31, 2017 , the Company exercised a renewal of one of its capital leases for an additional twelve months, which resulted to an increase in capital lease obligation by $2.4 million . The remaining future minimum lease payments under these non-cancelable capital leases as of March 31, 2017 were as follows (in thousands): Year ending December 31, Future Payments 2017 (remaining 9 months) $ 7,842 2018 6,532 2019 1,335 2020 290 Total minimum lease payments $ 15,999 Less: amount representing interest and taxes (941 ) Less: current portion of minimum lease payments (9,379 ) Capital lease obligations, net of current portion $ 5,679

RESTRUCTURING COSTS

RESTRUCTURING COSTS	3 Months Ended
	Mar. 31, 2017
Restructuring and Related Activities [Abstract]
Restructuring Costs	NOTE 5. RESTRUCTURING COSTS During the three months ended March 31, 2017 and 2016 , the Company recorded net restructuring costs of $3.8 million and net restructuring gains of $0.2 million , respectively, as follows: Three Months Ended 2017 2016 Accelerated amortization, impairment and loss on disposal of lease-related assets $ 2,265 $ 3,533 Severance and facility exit costs 1,503 402 Release of deferred rent — (4,134 ) Total restructuring costs (gains) $ 3,768 $ (199 ) Office lease related charges, including the release of deferred rent, relate to the exit of certain leased spaces in Los Angeles, and Denver for the three months ended March 31, 2017 ; and New York City for the three months ended March 31, 2016 . The following table summarizes the cash-related restructuring activities for the three months ended March 31, 2017 and fiscal year ended December 31, 2016 included in accrued and other current liabilities on the balance sheets: March 31, December 31, 2017 2016 Severance and facility exit liability - beginning of period $ 1,169 $ — Charged 1,503 2,846 Billed and/or paid (1,884 ) (1,677 ) Severance and facility exit liability - end of period $ 788 $ 1,169

DEBT

DEBT	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
DEBT	NOTE 6. 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"). The 2014 Loan Facility amended and restated the Company's then-existing Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 20, 2013. Through March 10, 2016, the 2014 Loan Facility provided for an $80.0 million revolving credit facility which matures on December 31, 2017, with a $12.0 million letter of credit subfacility, a $2.5 million swing-line subfacility, and a $30.0 million secured term loan that matures on December 31, 2019. Revolving loans could be advanced under the revolving credit 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. On March 10, 2016, the Company amended the 2014 Loan Facility and terminated the term loan. The then-remaining balance of the term loan was repaid and refinanced by an additional draw down on the revolving credit facility of $22.5 million . In the amendment, the minimum bank-defined EBITDA covenant and the liquidity ratio covenant were changed. Subsequently, on June 21, 2016, the Company further amended its credit agreement to increase the sublimit of eligible foreign account receivables to $12 million . The credit agreement, as so amended, is referred to in the report as the "2016 Loan Facility". The Company paid customary closing fees in connection with establishing and amending its credit agreement, and pays customary commitment fees and letter of credit fees. On September 15, 2016, the Company amended the 2016 Loan Facility. This amendment provides for a floor of zero percent ( 0% ) for certain LIBOR definitions and a change in the timing for measuring whether the Company’s aggregated cash on deposit with the lenders and other domestic financial institutions falls below $40.0 million (calculating our balance on the last day of each month rather than on a continuous rolling basis) for purposes of determining whether the Agent has the right to use future cash collections from accounts receivable directly to reduce the outstanding balance of the Company's revolving credit facility. On December 29, 2016, the Company further amended the 2016 Loan Facility to lower the minimum EBITDA financial covenant for the period ending December 31, 2016. On February 14, 2017, the Company further amended the 2016 Loan Facility. This amendment extended the revolving credit maturity date by one year to December 31, 2018, amended the definition of EBITDA to permit the add-back of restructuring charges incurred during the first two quarters of fiscal year 2017, lowered the minimum EBITDA financial covenant, increased the minimum liquidity ratio financial covenant, and decreased the limit for debt under capital leases as well as the amount of permitted capital expenditures per fiscal year. Under the 2016 Loan Facility, the lenders have the right to use future cash collections from accounts receivable directly to reduce the outstanding balance of the revolving credit facility if the aggregate cash balances on deposit with the lenders and certain other domestic financial institutions fall below $40.0 million at month-end. The Company may repay revolving loans under the 2016 Loan Facility in whole or in part at any time without premium or penalty, subject to certain conditions. As of March 31, 2017 , we had $71.5 million under the revolving credit facility and letters of credit in the amount of $4.7 million were outstanding. Revolving loans bear interest, at the Company's option, at (i) a base rate determined pursuant to the terms of the 2016 Loan Facility, plus a spread of 1.625% to 2.125% , or (ii) a LIBOR rate determined pursuant to the terms of the 2016 Loan Facility, plus a spread of 2.625% to 3.125% . Term loans bore interest, at the Company's option, at (i) a base rate determined pursuant to the terms of the 2016 Loan Facility, plus a spread of 2.50% to 3.00% , or (ii) a LIBOR rate determined pursuant to the terms of the 2016 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 2016 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 2016 Loan Facility, including the following: Bank-defined EBITDA. The Company is required to maintain specified bank-defined 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 non-recurring 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 2016 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 2016 Loan Facility, the ratio of (i) the sum of all cash and accounts receivable to (ii) the sum of all accounts payable and all indebtedness owing to the lenders under the 2016 Loan Facility must be at least 1.00 to 1.00. The terms of the 2016 Loan Facility also require the Company to comply with certain other financial and non-financial covenants. As of March 31, 2017 , the Company was in compliance with all financial and non-financial covenants. As of March 31, 2017 , the $71.5 million balance outstanding under the 2016 Loan Facility had a maturity date of December 31, 2018, 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. This debt on the condensed consolidated balance sheets is shown net of $0.6 million in unamortized debt issuance costs.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Registration Statement On May 10, 2016, the Company filed a shelf registration statement on Form S-3 with the SEC (the “Registration Statement”). The Registration Statement contains (i) a base prospectus that covers the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $50.0 million of the Company’s common stock, preferred stock, warrants, debt securities, subscription rights and units and (ii) the base prospectus along with an accompanying sales agreement prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $30.0 million of the Company’s common stock that may be issued and sold from time to time under an "at-the-market" offering sales agreement with Cantor Fitzgerald & Co. (Cantor). The up to $30.0 million of common stock that may be issued and sold under the "at-the-market" sales agreement prospectus supplement is included in the $50.0 million of securities that may be offered and sold under the base prospectus. The Registration Statement was declared effective in August 2016. As of the year ended December 31, 2016 , the Company issued 697,405 shares through an "at-the-market" offering for a total of $1.5 million in proceeds, net of issuance costs which include 3% of sales commission, or approximately $0.1 million , paid to the broker-dealer under this sales agreement. No shares were issued for the three months ended March 31, 2017 . Stock Options and Stock Awards The following table summarizes information pertaining to our stock-based compensation expense 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 2017 2016 Stock options: Outstanding at the beginning of the period 7,751 5,387 Options granted 1,718 1,631 Options exercised (64 ) (41 ) Options canceled and forfeited (653 ) (1,544 ) Outstanding at the end of the period 8,752 5,433 Total intrinsic value of options exercised $ 134 $ 113 Total unrecognized compensation expense at period-end $ 7,308 $ 8,399 Weighted-average remaining recognition period at period-end (in years) 2.1 3.0 Stock awards: Outstanding at the beginning of the period 1,812 3,612 Stock awards granted 502 490 Stock awards vested (122 ) (179 ) Stock awards canceled (213 ) (268 ) Outstanding at the end of the period 1,979 3,655 Weighted-average grant-date fair value $ 7.08 $ 10.39 Total unrecognized compensation expense at period-end $ 9,265 $ 25,712 Weighted-average remaining recognition period at period-end (in years) 1.9 2.6 2016 Inducement Equity Incentive Plan Effective March 4, 2016, the Company's board of directors adopted the 2016 Inducement Equity Incentive Plan (the “2016 Plan”) pursuant to Nasdaq Listing Rule 5635(c)(4) (the "Listing Rule"). The Listing Rule permits a company to adopt a plan without stockholder approval if each grant is made to a new employee of the Company, or an employee returning to the Company after a bona fide period of non-employment, and in each case was offered the grant as a material inducement for the employee to join the Company. The 2016 Plan permits the grant of non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to eligible participants. A total of 2,200,000 shares of common stock were reserved for issuance upon initial adoption of the 2016 Plan. The 2016 Plan has a term of one year from its effective date. The compensation committee of the board of directors has the authority to approve the employees to whom equity awards are granted and to determine the terms of each award, subject to the terms of the 2016 Plan. The compensation committee may determine the number of shares subject to an award. Options and stock appreciation rights granted under the 2016 Plan must have a per share exercise price equal to at least 100% of the fair market value of a share of the Company's common stock as of the date of grant and may not expire later than 10 years from the date of grant. As of the three months ended March 31, 2017 , 0.1 million shares and 2.1 million shares have been granted under the 2016 Plan and 2013 Plan, respectively. 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. 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, 2017 , 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, 2017 were approximately $0.8 million , which will be recognized over the offering period. Effective January 15, 2016, the compensation committee of the Company's board of directors adopted an amendment and restatement of the ESPP that will apply to offering periods beginning on and after June 1, 2016. Pursuant to the amendment, future offering periods will start on the first trading day on or after June 1 and December 1 of each year and terminate on the first trading day or before the May 31 and November 30 that occurs approximately 24 months later. Each twenty-four month offering period will generally have four purchase periods of approximately six months in length, with the first purchase period of an offering period commencing on the date the offering period commences. At the end of each purchase period, employees are able to purchase shares, subject to any plan limitations, 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 purchase period. Offering periods may overlap. However, if the fair market value of the Company's stock has declined between the first date of an offering period and the end of a purchase period, the offering period will terminate on the purchase date that is at the end of that purchase period immediately after the purchase and participants in that offering period will automatically be re-enrolled in the immediately following 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 2017 2016 Expected term (years) 5.75 - 6.25 6.3 Volatility 55.0% 55% Risk-free interest rate 2.01% - 2.23% 1.57% - 1.93% 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 2017 2016 Expected term (years) 0.5 0.5 Volatility 66.0% 65.0% Risk-free interest rate 0.60% 0.42% Dividend yield — — Stock-based Compensation Allocation The following table summarizes the allocation of stock-based compensation, net of amounts capitalized for internal-use software development, in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended 2017 2016 Other cost of revenue $ 395 $ 530 Research and development 542 1,365 Sales and marketing 789 1,489 General and administrative 1,122 1,426 Total $ 2,848 $ 4,810

NET LOSS PER SHARE

NET LOSS PER SHARE	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
NET LOSS PER SHARE	NOTE 8. 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, 2017 and 2016 , 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 2017 2016 Net loss $ (22,469 ) $ (20,773 ) Weighted-average shares used to compute basic and diluted net loss per share 46,261 43,601 Basic and diluted net loss per share $ (0.49 ) $ (0.48 ) Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive 11,352 9,521

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9. 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 $0.2 million for each of the three months ended March 31, 2017 and 2016 , primarily due to 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 valuation allowances against such domestic assets as of March 31, 2017 and December 31, 2016 .

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10. 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 and outside of the United States that expire at various dates through 2027. 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 $2.2 million and $4.3 million for the three months ended March 31, 2017 and 2016 , respectively. The approximate remaining future minimum cash lease payments under these non-cancelable operating leases as of March 31, 2017 were as follows (in thousands): Year ending December 31, Future Payments 2017 (remaining 9 months) $ 9,775 2018 11,601 2019 9,588 2020 7,629 2021 5,971 Thereafter 17,099 $ 61,663 Total minimum rentals to be received in the future under non-cancelable subleases as of March 31, 2017 was $13.0 million . Please refer to Note 4 for details of the Company's capital lease commitments as of March 31, 2017 . Letters of Credit, Bank Guarantees and Restricted Cash —As of March 31, 2017 and December 31, 2016 , the Company had irrevocable letters of credit for facilities leases of $6.6 million and $6.7 million , respectively. The letters of credit have various expiration dates, with the latest being March 2023. As of March 31, 2017 and December 31, 2016 , the Company had $1.8 million and $1.7 million , respectively, in cash reserved to support bank guarantees for certain office lease agreements. These amounts are classified as restricted cash and other assets 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 us and certain of our officers and directors at the time. 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 initial public offering on September 19, 2013, or the "IPO," and the secondary offering on February 5, 2014, or the "Secondary Offering," were 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 alleged that the defendants made false and misleading statements about the ability of our technology to detect and eliminate fraudulent web traffic, and about our future prospects. The consolidated complaint also alleged that our registration statements and prospectuses for the IPO and the Secondary Offering contained false and misleading statements on these topics. The consolidated complaint purported to assert claims for violations of Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 (the "Exchange Act claims"), and for violations of Sections 11 and 15 of the Securities Act (the "Securities Act claims"), on behalf of those who purchased the our common stock between September 20, 2013 and August 5, 2014, inclusive, as well as those who purchased common stock in the IPO, and a claim for violation of Section 12(a)(2) of the Securities Act in connection with the Secondary Offering. The consolidated complaint sought monetary damages in an unspecified amount. All defendants moved to dismiss the consolidated complaint and on December 23, 2015, the court granted in part and denied in part the defendants’ motions to dismiss. The court dismissed the Securities Act claims and all but one of the statements on which the Exchange Act claims were based. The court also dismissed all claims against the outside directors and the underwriters of the public offerings. On February 24, 2017, the parties advised the court that they had reached an agreement in principle to settle the case in its entirety. The agreement in principle to settle the lawsuit is subject to several conditions, including preliminary and final approval from the court, among other things. If the settlement is finalized and approved by the court, the settlement amount will be funded by the Company’s insurance carrier. On April 25, 2017, the parties executed a stipulation of settlement, and plaintiffs filed the executed stipulation of settlement along with a motion seeking preliminary approval of the settlement. A hearing on that motion is scheduled for May 31, 2017. The potential settlement has been accrued as of March 31, 2017 with a corresponding receivable from the insurance carrier. 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 our then-current and former officers and our board of directors at that time. The action was Davydov v. George H. John , et.al, Case No. CIV 53304. The complaint sought monetary damages in an unspecified amount, restitution, and reform of internal controls. On March 29, 2016, a purported shareholder derivative complaint for breach of fiduciary duty and violation of California corporations code section 25402 was filed in San Francisco, California Superior Court against certain of the Company's current and former officers and certain of the Company's current and former directors. The action was Lunam v. William Ericson, et. al., Case No. CGC-16-551209. The complaint sought monetary damages in an unspecified amount and reform of internal controls. Both of these state court actions were stayed pending the resolution of the In re Rocket Fuel, Inc. Derivative Litigation action described below. Following the dismissal with prejudice of the In re Rocket Fuel, Inc. Derivative Litigation action as described below, the parties in both the Lunam and Davydov actions reached agreements to voluntarily dismiss the actions without compensation. On February 6, 2017, the Lunam action was dismissed without prejudice, and on February 8, 2017, the Davydov action was dismissed without prejudice. 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. Beginning in January 2016, three substantially similar related cases, Gervat v. Wootton et al. , 4:16-cv-00332-PJH, Pack v. John et al. , 4:16-cv-00608-EDL, and McCawley v. Wootton et al ., Case No. 4:16-cv-00812, also were filed in the Northern District of California on January 21, 2016, February 4, 2016 and February 18, 2016, respectively. The complaints in these related actions were based on substantially the same facts as the In re Rocket Fuel Securities Litigation, and named as defendants the Company’s board of directors at the time of filing and certain then-current and former executives. The four purported verified shareholder derivative complaints were consolidated by the Court in March 2016, and a complaint in the consolidated action, titled In re Rocket Fuel, Inc. Derivative Litigation , Case No. 4:15-cv-4625-PJH, was filed on April 14, 2016. All defendants moved to dismiss the consolidated complaint on May 19, 2016 and on October 6, 2016 In re Rocket Fuel Inc. Derivative Litigation was dismissed with prejudice. Following the dismissal with prejudice, former plaintiffs in In re Rocket Fuel Inc. Derivative Litigation sent us a letter dated October 12, 2016 (the “Shareholder Demand”) demanding that the Board of Directors take action to remedy purported breaches of fiduciary duties allegedly related to the claims asserted in In re Rocket Fuel, Inc. Derivative Litigation which were substantially the same as the asserted claims in In re Rocket Fuel Securities Litigation . The Company acknowledged the Shareholder Demand on October 19, 2016. Similar letters were sent by the plaintiffs in the Lunam derivative action discussed above and the plaintiff in the Davydov action discussed above, on November 14, 2016 and February 26, 2017, respectively, also demanding that the Board of Directors take action to remedy the same purported breaches of fiduciary duties alleged in the Shareholder Demand. Our Board of Directors has formed a committee to evaluate the demand letters and investigate the claims associated therewith. The outcomes of the legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. Unless otherwise specifically disclosed in this note, no provision for loss nor disclosure is required related to these actions because: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claims; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial. Legal fees are expensed in the period in which they are incurred.

SEGMENTS

SEGMENTS	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
SEGMENTS	NOTE 11. 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, 2017 2016 United States $ 73,607 $ 81,397 All Other Countries (1) 21,565 23,348 Total revenue $ 95,172 $ 104,745 (1) No individual country, other than the United States exceeded 10% of our total revenue for any period presented. The following table summarizes total carrying values of long-lived assets, in the respective locations (in thousands): March 31, December 31, 2017 2016 United States $ 41,752 $ 44,871 All Other Countries (1) 4,375 4,690 Total long-lived assets $ 46,127 $ 49,561 (1) No individual country, other than the United States exceeded 10% of our total assets for any period presented.

RELATED PARTY TRANSACTIONS (Not

RELATED PARTY TRANSACTIONS (Notes)	3 Months Ended
	Mar. 31, 2017
Related Party Transaction [Line Items]
Related Party Transactions Disclosure [Text Block]	NOTE 12. RELATED PARTY TRANSACTIONS John J. Lewis joined Nielsen Holding Plc ("Nielsen") in 2006, most recently serving as Global President responsible for running the Nielsen Buy business and overseeing all global regions before leaving Nielsen in June 2016. Mr. Lewis joined our board of directors on January 19, 2016. Mr. Lewis was also appointed to the Audit Committee of the Company's board of directors. Nielsen is one of the Company's data vendors. Total expense recognized for services delivered by Nielsen and its affiliates during the three months ended March 31, 2017 and 2016 was $0.6 million and $0.4 million , respectively. Total accounts payable as of March 31, 2017 and December 31, 2016 were $0.4 million and $0.7 million , respectively. Clark Kokich has served on the board of directors of Acxiom Corporation ("Acxiom") since 2009 and currently chairs its Technology and Innovation Committee. Mr. Kokich has served as a member of our board of directors since April 2011. Mr. Kokich is also a member of the Audit Committee and the Nominating and Governance Committee of the Company's board of directors. Acxiom and LiveRamp, Inc., a subsidiary of Acxiom ("LiveRamp"), are both data vendors to the Company. Total expense recognized for services delivered by Acxiom and LiveRamp during the three months ended March 31, 2017 and 2016 was $0.4 million and $0.1 million , respectively. Total accounts payable as of March 31, 2017 and December 31, 2016 were both $0.2 million .

NATURE OF BUSINESS AND SUMMAR19

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Recently Issued and Adopted Accounting Pronouncements	Recently Issued and Adopted Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers by one year the effective date of ASU 2014-09. The standard becomes effective for the Company beginning January 1, 2018, but allows the Company to adopt the standard one year earlier if it so chooses. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which requires an entity to determine whether the nature of its promise is to provide a good or service to the customer (i.e., the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (i.e., the entity is an agent). In April, 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. In May, 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which clarifies guidance in certain narrow areas and adds some practical expedients. The amendments have the same effective date and transition requirements as the new revenue recognition standard. We intend to elect the modified retrospective method in adopting the guidance of ASC 606 starting January 2018. The modified retrospective method requires us to apply the new revenue standard only to the financial statements in the year of adoption and record a cumulative-effect adjustment to the opening balance of retained earnings in the year the new revenue standard is first applied. The opening adjustment to retained earnings will be determined on the basis of the impact of the new revenue standard’s application on contracts that were not completed as of the date of initial application. We are continuing to evaluate for the effect that the standard will have on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which replaces prior lease guidance (Topic 840.) This guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statement of Operations. The guidance also eliminates today’s real estate-specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Entities have the option to use certain practical expedients. Full retrospective application is prohibited. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company expects that upon adoption, ROU assets and lease liabilities will be recognized in the balance sheet in amounts that will be material. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , changing certain aspects of accounting for share-based payments to employees (Topic 718), as well as affecting the accounting classification within the statement of cash flows. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. The new standard allows a policy election to account for forfeitures as they occur and allows an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. This ASU is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2016-09 in the first quarter of 2017. No cumulative-effect adjustment was recorded to our accumulated deficit balance as the U.S. deferred tax assets from previously unrecognized excess tax benefits were fully offset by a full valuation allowance; and we did not elect to change our policy of estimating expected forfeitures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which provides the FASB's guidance on certain cash flow statements items. ASU 2016-15 is effective for fiscal reporting periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted including adoption in an interim period. The adoption of ASU 2016-15 is not expected to have a material impact on our consolidated financial statements and related disclosures. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force . The standard requires restricted cash and restricted cash equivalents to be included with cash and cash equivalents on the statement of cash flows. The new standard is expected to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-18 on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is required to be applied prospectively and will be effective for the Company beginning January 1, 2018. The Company is currently evaluating the impact of this ASU to its consolidated financial statements and related disclosures. With the exception of the standards discussed above along with those described in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 there have been no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2017 that are of significance or potential significance to the Company.

PROPERTY, EQUIPMENT AND SOFTW20

PROPERTY, EQUIPMENT AND SOFTWARE, NET (Tables)	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Schedule of property, equipment and software	Property, equipment and software, net as of March 31, 2017 and December 31, 2016 , consisted of the following (in thousands): March 31, December 31, 2017 2016 Capitalized internal-use software costs $ 54,789 $ 51,877 Computer hardware and software 64,854 60,656 Furniture and fixtures 11,007 10,903 Leasehold improvements 16,235 16,068 Total 146,885 139,504 Accumulated depreciation and amortization (100,758 ) (89,943 ) Total property, equipment and software, net $ 46,127 $ 49,561

BUSINESS COMBINATIONS BUSINESS

BUSINESS COMBINATIONS BUSINESS COMBINATIONS (Tables)	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Schedule of Consideration For Business Acquisitions	The total purchase consideration was as follows (in thousands): Purchase consideration: Cash $ 98,045 Fair value of 5.3 million 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 Finite-Lived Intangible Assets Acquired	dentifiable intangible assets acquired are as follows: March 31, 2017 December 31, 2016 Estimated Useful Life (in years) Gross Accumulated Amortization Net Book Value Gross Accumulated Amortization Net Book Value Developed technology 3-4 $ 42,100 $ (29,784 ) $ 12,316 $ 42,100 $ (26,887 ) $ 15,213 Customer relationships 7-8 27,700 (8,906 ) 18,794 27,700 (8,039 ) 19,661 Trademarks 5 2,000 (2,000 ) — 2,000 (2,000 ) — Non-compete agreements 2 2,900 (2,900 ) — 2,900 (2,900 ) — Total $ 74,700 (43,590 ) 31,110 $ 74,700 $ (39,826 ) $ 34,874

CAPITAL LEASES (Tables)

CAPITAL LEASES (Tables)	3 Months Ended
	Mar. 31, 2017
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, 2017 were as follows (in thousands): Year ending December 31, Future Payments 2017 (remaining 9 months) $ 7,842 2018 6,532 2019 1,335 2020 290 Total minimum lease payments $ 15,999 Less: amount representing interest and taxes (941 ) Less: current portion of minimum lease payments (9,379 ) Capital lease obligations, net of current portion $ 5,679

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
Summary of option award activity	The following table summarizes information pertaining to our stock-based compensation expense 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 2017 2016 Stock options: Outstanding at the beginning of the period 7,751 5,387 Options granted 1,718 1,631 Options exercised (64 ) (41 ) Options canceled and forfeited (653 ) (1,544 ) Outstanding at the end of the period 8,752 5,433 Total intrinsic value of options exercised $ 134 $ 113 Total unrecognized compensation expense at period-end $ 7,308 $ 8,399 Weighted-average remaining recognition period at period-end (in years) 2.1 3.0 Stock awards: Outstanding at the beginning of the period 1,812 3,612 Stock awards granted 502 490 Stock awards vested (122 ) (179 ) Stock awards canceled (213 ) (268 ) Outstanding at the end of the period 1,979 3,655 Weighted-average grant-date fair value $ 7.08 $ 10.39 Total unrecognized compensation expense at period-end $ 9,265 $ 25,712 Weighted-average remaining recognition period at period-end (in years) 1.9 2.6
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 2017 2016 Expected term (years) 5.75 - 6.25 6.3 Volatility 55.0% 55% Risk-free interest rate 2.01% - 2.23% 1.57% - 1.93% 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 2017 2016 Expected term (years) 0.5 0.5 Volatility 66.0% 65.0% Risk-free interest rate 0.60% 0.42% 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 2017 2016 Expected term (years) 0.5 0.5 Volatility 66.0% 65.0% Risk-free interest rate 0.60% 0.42% Dividend yield — — Stock-based Compensation Allocation The following table summarizes the allocation of stock-based compensation, net of amounts capitalized for internal-use software development, in the accompanying condensed consolidated statements of operations (in thousands): Three Months Ended 2017 2016 Other cost of revenue $ 395 $ 530 Research and development 542 1,365 Sales and marketing 789 1,489 General and administrative 1,122 1,426 Total $ 2,848 $ 4,810

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	The following table sets forth the computation of net loss per share of common stock (in thousands, except per share amounts): Three Months Ended 2017 2016 Net loss $ (22,469 ) $ (20,773 ) Weighted-average shares used to compute basic and diluted net loss per share 46,261 43,601 Basic and diluted net loss per share $ (0.49 ) $ (0.48 ) Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive 11,352 9,521

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 were as follows (in thousands): Year ending December 31, Future Payments 2017 (remaining 9 months) $ 9,775 2018 11,601 2019 9,588 2020 7,629 2021 5,971 Thereafter 17,099 $ 61,663

SEGMENTS (Tables)

SEGMENTS (Tables)	3 Months Ended
	Mar. 31, 2017
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, 2017 2016 United States $ 73,607 $ 81,397 All Other Countries (1) 21,565 23,348 Total revenue $ 95,172 $ 104,745
Schedule of total long-lived assets in the respective locations	The following table summarizes total carrying values of long-lived assets, in the respective locations (in thousands): March 31, December 31, 2017 2016 United States $ 41,752 $ 44,871 All Other Countries (1) 4,375 4,690 Total long-lived assets $ 46,127 $ 49,561

NATURE OF BUSINESS AND SUMMAR27

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions	3 Months Ended				12 Months Ended
	Mar. 31, 2017customer	Mar. 31, 2016advertiser	Mar. 31, 2016customer	Mar. 31, 2016agency	Dec. 31, 2015advertiseragency	Dec. 31, 2016USD ($)
Money market funds (included in cash and cash equivalents) | Level 1
Concentration of credit risk
Assets, fair value disclosure						$ 22.9
Accounts receivable | Customer concentration
Concentration of credit risk
Number of customers		0		2	0
Revenue | Customer concentration
Concentration of credit risk
Number of customers	0		0	2	2

PROPERTY, EQUIPMENT AND SOFTW28

PROPERTY, EQUIPMENT AND SOFTWARE, NET (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Property, equipment and software
Document Period End Date	Mar. 31, 2017
Capitalized Computer Software, Additions	$ 2,900	$ 3,600
Capitalized Computer Software, Amortization	3,000	2,300
Property, equipment, and software, gross	146,885		$ 139,504
Accumulated depreciation and amortization	(100,758)		(89,943)
Total property, equipment and software, net	46,127		49,561
Depreciation and Amortization Expense Excluding Amortization of Internal Use Software Costs	5,800	5,800
Capitalized internal-use software costs
Property, equipment and software
Property, equipment, and software, gross	54,789		51,877
Computer hardware and software
Property, equipment and software
Property, equipment, and software, gross	64,854		60,656
Furniture and fixtures
Property, equipment and software
Property, equipment, and software, gross	11,007		10,903
Leasehold improvements
Property, equipment and software
Property, equipment, and software, gross	16,235		$ 16,068
Amortization	$ 2,300	$ 3,500

BUSINESS COMBINATIONS - Narrati

BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands	Sep. 05, 2014	Mar. 31, 2017	Mar. 31, 2016
Business Acquisition [Line Items]
Impairment of goodwill	$ 117,521
x Plus 1
Business Acquisition [Line Items]
Amortization of Intangible Assets		$ 3,800	$ 4,100
Cash payment	98,045
Acquisition costs	$ 4,900

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 5.3 million shares common stock transferred	82,421
Total purchase price	$ 180,466

BUSINESS COMBINATIONS - Schedul

BUSINESS COMBINATIONS - Schedule of Purchase Price Allocation (Details) $ in Thousands	Sep. 05, 2014USD ($)
Business Acquisition [Line Items]
Goodwill, Impairment Loss	$ 117,521
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
Total preliminary purchase price	$ 180,466

BUSINESS COMBINATIONS - Sched32

BUSINESS COMBINATIONS - Schedule of Acquired Finite-Lived Intangible Assets (Details) - x Plus 1 - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets	$ 3,800	$ 4,100
Preliminary Fair Value	74,700		$ 74,700
Accumulated Amortization	(43,590)		(39,826)
Net Book Value	31,110		34,874
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Preliminary Fair Value	42,100		42,100
Accumulated Amortization	(29,784)		(26,887)
Net Book Value	$ 12,316		15,213
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		27,700
Accumulated Amortization	(8,906)		(8,039)
Net Book Value	$ 18,794		19,661
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		2,000
Accumulated Amortization	(2,000)		(2,000)
Net Book Value	$ 0		0
Non-compete agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life	2 years
Preliminary Fair Value	$ 2,900		2,900
Accumulated Amortization	(2,900)		(2,900)
Net Book Value	$ 0		$ 0

CAPITAL LEASES (Details)

CAPITAL LEASES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Capital Lease Obligation [Line Items]
Capital Lease Obligations	$ 2,400
Document Period End Date	Mar. 31, 2017
Approximate remaining future minimum lease payments under non-cancelable capital leases
2017 (remaining 9 months)	$ 7,842
2,017	6,532
2,018	1,335
2,019	290
Total minimum lease payments	15,999
Less: amount representing interest and taxes	(941)
Less: current portion of minimum lease payments	(9,379)	$ (8,325)
Capital lease obligations, net of current portion	$ 5,679	$ 6,721

RESTRUCTURING COSTS (Details)

RESTRUCTURING COSTS (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Accelerated Depreciation	$ 2,265	$ 3,533
Restructuring	3,768	(199)
Restructuring charges	3,768	(199)
Accelerated amortization of leasehold improvements	0	3,533
Severance Costs	1,503	402	$ 2,846
Other Restructuring Costs	0	(4,134)
Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs	(1,884)		(1,677)
Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 788	$ 1,169	$ 0

DEBT (Details)

DEBT (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Jun. 21, 2016	Mar. 10, 2016
Debt
Amount outstanding	$ 71,500,000
Applicable margin over variable rate basis (as a percent)	2.00%
Future principal payments of long-term debt
Unamortized discounts	$ 600,000
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
Loan Facility	$ 80,000,000
Maximum amount available for borrowing expressed as a percentage of certain eligible accounts	85.00%
Amount outstanding	$ 71,500,000
2016 Loan Facility [Member]
Debt
Loan Facility		$ 40,000,000
Line of Credit Facility, Additional Borrowing		$ 12,000,000	$ 22,500,000
Short-term Debt, Percentage Bearing Variable Interest Rate	0.00%
Letter of credit subfacility
Debt
Loan Facility	$ 12,000,000
Aggregate minimum cash on deposit	40,000,000
Amount outstanding	4,700,000
Debt Instrument, Required Cash on Deposit	30,000,000
Swing line subfacility
Debt
Loan Facility	$ 2,500,000
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
Debt
Loan Facility	$ 30,000,000
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, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	May 10, 2016
Additional Disclosures [Abstract]
Total unrecognized compensation expense at period-end	$ 800
Common Stock, Shares, Issued	46,358,976		46,218,687
Options
Number of Shares Outstanding
Balance at the beginning of the period (in shares)	7,751,000	5,387,000
Options granted (shares)	1,718,000	1,631,000
Options exercised (in shares)	(64,000)	(41,000)
Options forfeited (in shares)	(653,000)	(1,544,000)
Balance at the end of the period (in shares)	8,752,000	5,433,000
Additional Disclosures [Abstract]
Total intrinsic value of options exercised	$ 134	$ 113
Total unrecognized compensation expense at period-end	$ 7,308	$ 8,399
Weighted-average remaining recognition period at period-end (in years)	2 years 1 month 10 days	3 years 5 days
Restricted stock units (RSUs) and restricted stock awards (RSAs)
Number of Shares Outstanding
Balance at the beginning of the period (in shares)	1,812,000	3,612,000
Options granted (shares)	502,000	490,000
Options exercised (in shares)	(122,000)	(179,000)
Options forfeited (in shares)	(213,000)	(268,000)
Balance at the end of the period (in shares)	1,979,000	3,655,000
Additional Disclosures [Abstract]
Weighted-average grant-date fair value (dollars per share)	$ 7.08	$ 10.39
Total unrecognized compensation expense at period-end	$ 9,265	$ 25,712
Weighted-average remaining recognition period at period-end (in years)	1 year 11 months 11 days	2 years 7 months 19 days
Repurchase Agreements [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Authorized, Amount				$ 50,000
Additional Disclosures [Abstract]
Common Stock, Shares, Issued	697,405

- Additional Information (Detai

- Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	May 10, 2016
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, Value, Issued	$ 46,000	$ 46,000
Common Stock, Shares, Issued	46,358,976	46,218,687
Common Stock, Capital Shares Reserved for Future Issuance	2,200,000
Total unrecognized compensation expense at period-end	$ 800,000
Expected dividend payments	$ 0
2016 Inducement Equity Incentive Plan [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	100,000
Purchase price of common stock, percent	100.00%
Employee Stock Purchase Plan [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Maximum employee subscription rate	15.00%
Purchase price of common stock, percent	85.00%
Repurchase Agreements [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock, Value, Issued	$ 1,500,000
Shares Authorized, Amount			$ 50,000,000
Common Stock, Shares, Issued	697,405
Cantor Fitzgerald & Co. [Member] | Repurchase Agreements [Member]
STOCKHOLDERS' EQUITY (DEFICIT)
Shares Authorized, Amount			$ 30,000,000

STOCKHOLDERS' EQUITY - Valuati

STOCKHOLDERS' EQUITY - Valuation Assumptions (Details)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Employee Stock Purchase Plan [Member]
Assumptions used to calculate stock-based compensation for each stock purchase right granted under the Employee Stock Purchase Plan (ESPP)
Expected volatility rate, minimum	66.00%	65.00%
Expected volatility rate, maximum	66.00%	65.00%
Risk free interest rate, minimum	0.60%	0.42%
Risk free interest rate, maximum	0.60%	0.42%
Dividend yield	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	55.00%	55.00%
Expected volatility rate, maximum	55.00%	55.00%
Risk free interest rate, minimum	2.01%	1.57%
Risk free interest rate, maximum	2.23%	1.93%
Dividend yield	0.00%	0.00%
Minimum | Employee Stock Purchase Plan [Member]
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
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)	5 years 8 months 29 days	6 years 3 months 18 days
Maximum | Employee Stock Purchase Plan [Member]
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
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 2 months 29 days	6 years 3 months 18 days

STOCKHOLDERS' EQUITY - Sched39

STOCKHOLDERS' EQUITY - Schedule of Allocated Share-based Compensation Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Allocation of stock-based compensation and restricted stock for employees and non-employees
Common Stock, Shares, Issued	46,358,976		46,218,687
Allocated share-based compensation expense	$ 2,848,000	$ 4,810,000
Other cost of revenue
Allocation of stock-based compensation and restricted stock for employees and non-employees
Allocated share-based compensation expense	395,000	530,000
Research and development
Allocation of stock-based compensation and restricted stock for employees and non-employees
Allocated share-based compensation expense	542,000	1,365,000
Sales and marketing
Allocation of stock-based compensation and restricted stock for employees and non-employees
Allocated share-based compensation expense	789,000	1,489,000
General and administrative
Allocation of stock-based compensation and restricted stock for employees and non-employees
Allocated share-based compensation expense	$ 1,122,000	$ 1,426,000
Repurchase Agreements [Member]
Allocation of stock-based compensation and restricted stock for employees and non-employees
Equity issuance costs, percentage	3.00%
Common Stock, Shares, Issued	697,405
Equity issuance costs	$ 100,000
2016 Inducement Equity Incentive Plan [Member]
Allocation of stock-based compensation and restricted stock for employees and non-employees
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	100,000
2013 Equity Incentive Plan [Member]
Allocation of stock-based compensation and restricted stock for employees and non-employees
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	2,100,000

NET LOSS PER SHARE (Details)

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Computation of net loss per common share
Net loss	$ (22,469)	$ (20,773)
Weighted-average shares used to compute basic and diluted net loss per share (shares)	46,261	43,601
Basic and diluted net loss per share (in dollars per share)	$ (0.49)	$ (0.48)
Anti-dilutive securities that were excluded from the calculation of diluted net loss per share attributable to common stockholders (in shares)	11,352	9,521

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Income tax provision	$ 158	$ 230

COMMITMENTS AND CONTINGENCIES42

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Loans and Leases Receivable Disclosure [Line Items]
Document Period End Date	Mar. 31, 2017
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals	$ 13,000
Operating Leases
Rent expense	2,200	$ 4,300
Future minimum lease payments under non-cancelable operating leases
2017 (remaining 9 months)	9,775
2,017	11,601
2,018	9,588
2,019	7,629
2,020	5,971
Thereafter	17,099
Total future payments	61,663
Letters of Credit and Bank Guarantees
Irrevocable letters of credit outstanding	6,600		$ 6,700
Bank guarantees for security deposits	$ 1,760		$ 1,749

SEGMENTS (Details)

SEGMENTS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)managerbusiness_activity	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
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	$ 95,172	$ 104,745
Total long-lived assets	46,127		$ 49,561
North America
Segments
Total revenue	73,607	81,397
Total long-lived assets	41,752		44,871
All Other Countries
Segments
Total revenue	21,565	$ 23,348
Total long-lived assets	$ 4,375		$ 4,690

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Related Party Transaction [Line Items]
Document Period End Date	Mar. 31, 2017
NielsenDataServices [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 0.6	$ 0.4
Accounts Payable, Related Parties	0.4		$ 0.7
Acxiom [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	0.4	$ 0.1
Accounts Payable, Related Parties	$ 0.2

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) $ in Thousands	Mar. 31, 2017USD ($)
Subsequent Event [Line Items]
Operating Leases, Future Minimum Payments Due	$ 61,663