Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 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 | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 46,993,632 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 62,356 | $ 84,024 |
Accounts receivable, net | 107,267 | 125,755 |
Deferred tax assets, net | 793 | 574 |
Prepaid expenses | 2,831 | 2,598 |
Other current assets | 6,046 | 3,049 |
Total current assets | 178,500 | 215,426 |
Property, equipment and software, net | 42,429 | 49,561 |
Restricted Cash and Cash Equivalents, Noncurrent | 1,784 | 1,749 |
Intangible assets, net | 27,346 | 34,874 |
Other assets | 673 | 517 |
Total assets | 251,525 | 302,701 |
Current Liabilities: | ||
Accounts payable | 72,268 | 83,001 |
Accrued and other current liabilities | 28,406 | 33,486 |
Deferred revenue | 4,195 | 2,856 |
Current portion of capital leases | 9,256 | 8,325 |
Revolving credit facility, net | 68,998 | 71,190 |
Total current liabilities | 183,123 | 198,858 |
Capital leases—Less current portion | 4,722 | 6,721 |
Deferred rent—Less current portion | 8,840 | 9,121 |
Other liabilities | 1,491 | 850 |
Total liabilities | 198,176 | 215,550 |
Commitments and contingencies (Note 10) | ||
Stockholders’ Equity: | ||
Common stock, $0.001 par value— 1,000,000,000 authorized as of June 30, 2017 and December 31, 2016; 46,972,396 and 46,218,687 issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 47 | 46 |
Additional paid-in capital | 479,699 | 473,056 |
Accumulated other comprehensive loss | (705) | (925) |
Retained Earnings (Accumulated Deficit) | (425,692) | (385,026) |
Total stockholders’ equity | 53,349 | 87,151 |
Total liabilities and stockholders’ equity | $ 251,525 | $ 302,701 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 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 | 46,972,396 | 46,218,687 |
Common stock, shares outstanding | 46,972,396 | 46,218,687 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill [Line Items] | ||||
Revenue | $ 90,747 | $ 116,968 | $ 185,919 | $ 221,713 |
Costs and expenses: | ||||
Media costs | 48,239 | 50,922 | 95,995 | 93,481 |
Other cost of revenue | 20,053 | 20,397 | 41,558 | 40,482 |
Research and development | 6,863 | 9,438 | 14,133 | 20,077 |
Sales and marketing | 23,212 | 36,190 | 49,110 | 73,030 |
General and administrative | 9,280 | 12,765 | 19,981 | 27,086 |
Restructuring | 986 | 1,766 | 4,754 | 1,567 |
Total costs and expenses | 108,633 | 131,478 | 225,531 | 255,723 |
Operating loss | (17,886) | (14,510) | (39,612) | (34,010) |
Interest expense | 1,231 | 1,032 | 2,368 | 2,269 |
Other (income) expense, net | (1,136) | 866 | (1,688) | 672 |
Loss before income taxes | (17,981) | (16,408) | (40,292) | (36,951) |
Income tax provision | 216 | 285 | 374 | 515 |
Net loss | $ (18,197) | $ (16,693) | $ (40,666) | $ (37,466) |
Basic and diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.39) | $ (0.38) | $ (0.88) | $ (0.85) |
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders (shares) | 46,638 | 44,056 | 46,451 | 43,828 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net loss | $ (18,197) | $ (16,693) | $ (40,666) | $ (37,466) | |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustments | [1] | 141 | (301) | 220 | (474) |
Comprehensive loss | $ (18,056) | $ (16,994) | $ (40,446) | $ (37,940) | |
[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 | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (40,666) | $ (37,466) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 23,384 | 25,145 |
Impairment of long-lived assets | 2,445 | 1,225 |
Accelerated amortization of leasehold improvements | 0 | 7,059 |
Stock-based compensation expense | 5,436 | 8,892 |
Deferred taxes | 192 | (193) |
Other non-cash adjustments, net | 1,121 | 1,607 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 17,451 | 10,102 |
Prepaid expenses and other assets | (3,325) | (2,209) |
Accounts payable, accrued and other liabilities | (15,398) | (5,916) |
Deferred rent | (414) | (6,103) |
Deferred revenue | 1,339 | (128) |
Net cash provided by (used in) operating activities | (8,819) | 2,401 |
Investing Activities: | ||
Purchases of property, equipment and software | (1,504) | (3,055) |
Capitalized internal-use software development costs | (4,798) | (5,924) |
Proceeds from Sale of Property, Plant, and Equipment | 124 | 332 |
Net cash used in investing activities | (6,178) | (8,647) |
Financing Activities: | ||
Proceeds from employee stock plans, net | 904 | 1,080 |
Tax withholdings related to net share settlements of restricted stock units | (415) | (609) |
Repayment of capital lease obligations | (4,974) | (4,218) |
Proceeds from debt facilities, net of issuance costs | (356) | 22,350 |
Repayment of debt | (2,000) | (24,000) |
Net cash used in financing activities | (6,841) | (5,397) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 170 | (253) |
Change in Cash and Cash Equivalents | (21,668) | (11,896) |
Cash and Cash Equivalents—Beginning of period | 84,024 | 78,560 |
Cash and Cash Equivalents—End of period | 62,356 | 66,664 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | ||
Cash paid for income taxes, net of refunds | 1,015 | 384 |
Cash paid for interest | 2,161 | 1,937 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Property, equipment and software acquired under capital lease obligations | 3,905 | 646 |
Purchases of property, equipment and software recorded in accounts payable and accruals | 524 | 2,371 |
Vesting of early exercised options | 0 | 25 |
Stock-based compensation capitalized in internal-use software costs | $ 720 | $ 1,308 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 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 the Company's 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 $(425.7) million as of June 30, 2017 , with a net loss of $(18.2) million during the three months ended June 30, 2017 . Since inception, the Company's operations and investments have been funded primarily through equity financing, bank loan facilities and capital leases, along with occasional net cash generated from operations. As of June 30, 2017 , the Company had cash and cash equivalents of $62.4 million , of which $3.8 million was held by its foreign subsidiaries, $69.5 million in debt obligations under the Revolving Credit and Term Loan Agreement (the "2016 Loan Facility") which expires on December 31, 2018, and $14.0 million in capital lease obligations. The Company's ability to continue as a going concern is dependent on the continued availability of external funding sources and its ability to generate sufficient cash from operations. The current primary source of funding is the 2016 Loan Facility, the continued availability which is contingent on compliance with bank-defined EBTIDA targets, minimum cash requirements, and other financial and non-financial covenants. The Company considers the continued availability of the 2016 Loan Facility a critical condition to meeting its payment obligations and enabling it to sustain its business operations. The Company has been required to amend the terms of the loan facility, in particular the bank-defined EBITDA covenant, several times over the past two fiscal years. As discussed further in Note 6, the Company’s results of operations for the 12 months ended June 30, 2017 failed to meet the bank-defined minimum EBITDA for the same period, and accordingly, as described in Note 13, the Company entered into a seventh amendment to its Loan Facility 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 these actions were expected to reduce operating expenses by approximately $20 million annually. However, during the first six months of 2017, the Company failed to meet its operating plan targets, particularly for revenue. While the operating plan has variable cost components that could be adjusted if necessary, the unanticipated rate of decline in the media services business has placed further pressure on the Company’s financial condition and liquidity. These events individually and collectively raise substantial doubt about the Company's ability to continue as a going concern. Further, as noted in Note 13, on July 18, 2017, the Company announced that it had entered into a definitive agreement to be acquired by Sizmek Inc (“Sizmek”). The completion of the acquisition by Sizmek would offer the Company access to funds that would support its operating needs. However, there is uncertainty about the effect that the proposed transaction will have on our relations with employees, partners, and customers, and this transaction could adversely affect our business whether or not it is completed. The acquisition by Sizmek is largely outside of the Company’s control as it is subject to a tender offer which will not be concluded until after the issuance of the accompanying Condensed Consolidated Financial Statements. The Company has therefore concluded that this does not mitigate the substantial doubt raised surrounding 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. The Company is currently evaluating the impact of this guidance across our revenue-related activities and are in the processing of determining the impact of the new guidance on our revenue recognition practices, business process and internal controls, and 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. The Company is 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. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting ." The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The new standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. the Company is currently evaluating the impact of adopting ASU 2017-09 on our 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 six months ended June 30, 2017 that are of significance or potential significance to the Company. |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE, NET | 6 Months Ended |
Jun. 30, 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 June 30, 2017 and December 31, 2016 , consisted of the following (in thousands): June 30, December 31, 2017 2016 Capitalized internal-use software costs $ 57,678 $ 51,877 Computer hardware and software 65,490 60,656 Furniture and fixtures 10,734 10,903 Leasehold improvements 16,255 16,068 Total 150,157 139,504 Accumulated depreciation and amortization (107,728 ) (89,943 ) Total property, equipment and software, net $ 42,429 $ 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 $3.4 million for the three months ended June 30, 2017 and 2016 , respectively, and $5.8 million and $7.0 million for the six months ended June 30, 2017 and 2016 , respectively. Amortization expense of internal-use software costs was $3.0 million and $2.7 million for the three months ended June 30, 2017 and 2016 , respectively, and $6.0 million and $5.0 million for the six months ended June 30, 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 $4.1 million and $6.0 million for the three months ended June 30, 2017 and 2016 , respectively, and $9.8 million and $11.9 million for the six months ended June 30, 2017 and 2016 , respectively. Additionally, the Company recorded an impairment charge and accelerated amortization of $0.2 million and $4.8 million during the three months ended June 30, 2017 and 2016 , respectively, and $2.4 million and $8.3 million for the six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE 3. BUSINESS COMBINATIONS 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 (in thousands): June 30, 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 $ (32,682 ) $ 9,418 $ 42,100 $ (26,887 ) $ 15,213 Customer relationships 7-8 27,700 (9,772 ) 17,928 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 (47,354 ) 27,346 $ 74,700 $ (39,826 ) $ 34,874 Total amortization expense related to intangible assets acquired was $3.8 million and $4.1 million for the three months ended June 30, 2017 and 2016 , respectively, and $7.5 million and $8.3 million for the six months ended June 30, 2017 and 2016 , respectively. |
CAPITAL LEASES
CAPITAL LEASES | 6 Months Ended |
Jun. 30, 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 June 30, 2017 were as follows (in thousands): Year ending December 31, Future Payments 2017 (remaining 6 months) $ 5,500 2018 7,098 2019 1,900 2020 432 Total minimum lease payments $ 14,930 Less: amount representing interest and taxes (952 ) Less: current portion of minimum lease payments (9,256 ) Capital lease obligations, net of current portion $ 4,722 |
RESTRUCTURING COSTS
RESTRUCTURING COSTS | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | NOTE 5. RESTRUCTURING COSTS The Company recorded net restructuring costs as follows (in thousands): Three Months Ended Six Months Ended 2017 2016 2017 2016 Accelerated amortization, impairment and loss on disposal of lease-related assets $ 415 $ 4,751 $ 2,680 $ 8,284 Severance and facility exit costs 202 1,211 1,705 1,613 Release of deferred rent and provision for sublease, net 369 (4,196 ) 369 (8,330 ) Total restructuring costs, net $ 986 $ 1,766 $ 4,754 $ 1,567 Office lease related charges, including the release of deferred rent and provision of sublease, relate to the sublease or exit of certain leased spaces in San Francisco, Los Angeles, and Denver for the six months ended June 30, 2017 ; and New York City for the six months ended June 30, 2016 . The following table summarizes the cash-related restructuring activities for the six months ended June 30, 2017 and fiscal year ended December 31, 2016 included in accrued and other current liabilities on the balance sheets (in thousands): June 30, December 31, 2017 2016 Severance and facility exit liability - beginning of period $ 1,169 $ — Expensed 1,705 2,846 Billed and/or paid (2,765 ) (1,677 ) Severance and facility exit liability - end of period $ 109 $ 1,169 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 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 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. The Company's EBITDA for 12-month period ended June 30, 2017 failed to meet the minimum EBITDA covenant specified under the amended 2016 Loan Facility, thereby putting the Company into a technical default position as of that date. In July 2017, the Company entered into negotiations with its lenders and on August 9, 2017, the Company further amended the 2016 Loan Facility. The amendment waived the EBITDA default as of June 30, 2017, required a partial paydown of the revolving credit of $20.0 million and reduced the revolving credit line to $53.6 million from $80.0 million (subject to further reduction if the acquisition by Sizmek Inc. announced on July 18, 2017 is terminated or if the Company enters into an alternative acquisition transaction, subject to certain conditions). The amended terms further included a reduction in the minimum bank-defined EBITDA financial covenant as of September 30, 2017 and December 31, 2017, reduction of cash deposit requirements, and made certain other changes to the terms and covenants intended to align with completing the acquisition by Sizmek, or an alternative acquisition transaction. Refer to Item 5 of this Quarterly Report on Form 10-Q for further details. 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. This right is referred to as "dominion of funds," or DOF, which is waived for a certain period according to the latest amendment to our 2016 Loan Facility entered into on August 9, 2017 (refer to Note 13 for further details). 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 June 30, 2017 , the Company had $69.5 million outstanding debt and $4.1 million in letters of credit under the revolving credit facility. 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, which have been subsequently reduced following the amendment entered into on August 9, 2017 (refer to Note 13 for further details), 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 June 30, 2017 , the Company was in compliance with all financial and non-financial covenants, except for bank-defined EBITDA. The Company subsequently obtained a waiver as further described in Note 13. As of June 30, 2017 , the $69.5 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 $0.5 million in unamortized debt issuance costs. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 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. 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 six months ended June 30, 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): Six Months Ended Six Months Ended 2017 2016 Stock options: Outstanding at the beginning of the period 7,751 5,387 Options granted 2,270 5,817 Options exercised (132 ) (112 ) Options canceled and forfeited (1,139 ) (3,514 ) Outstanding at the end of the period 8,750 7,578 Total intrinsic value of options exercised $ 272 $ 267 Total unrecognized compensation expense at period-end $ 6,542 $ 9,958 Weighted-average remaining recognition period at period-end (in years) 2.2 2.4 Stock awards: Outstanding at the beginning of the period 1,812 3,612 Stock awards granted 563 517 Stock awards vested (273 ) (485 ) Stock awards canceled (356 ) (610 ) Outstanding at the end of the period 1,746 3,034 Weighted-average grant-date fair value $ 6.37 $ 9.77 Total unrecognized compensation expense at period-end $ 7,092 $ 20,133 Weighted-average remaining recognition period at period-end (in years) 1.7 2.4 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 six months ended June 30, 2017 , 0.1 million shares and 2.7 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 June 30, 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 November 30, 2017 were approximately $0.9 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 Six Months Ended 2017 2016 2017 2016 Expected term (years) 5.5 - 6.25 5.5 - 6.25 5.5 - 6.25 5.5 - 6.25 Volatility 55.0% 55.0% 55.0% 55% Risk-free interest rate 1.85% - 2.07% 1.29% - 1.55% 1.85% - 2.23% 1.29% - 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 Six Months Ended 2017 2016 2017 2016 Expected term (years) 0.5 0.5 0.5 0.5 Volatility 82.0% 63.0% 66.0% - 82.0% 63.0% - 65.0% Risk-free interest rate 1.07% 0.49% 0.60% - 1.07% 0.42% - 0.49% 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 Six Months Ended 2017 2016 2017 2016 Other cost of revenue $ 334 $ 493 $ 729 $ 1,023 Research and development 690 981 1,232 2,346 Sales and marketing 697 1,357 1,486 2,846 General and administrative 867 1,251 1,989 2,677 Total $ 2,588 $ 4,082 $ 5,436 $ 8,892 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 Six Months Ended 2017 2016 2017 2016 Net loss $ (18,197 ) $ (16,693 ) $ (40,666 ) $ (37,466 ) Weighted-average shares used to compute basic and diluted net loss per share 46,638 44,056 46,451 43,828 Basic and diluted net loss per share $ (0.39 ) $ (0.38 ) $ (0.88 ) $ (0.85 ) Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive 10,717 10,833 10,717 10,833 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 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 and $0.3 million for each of the three months ended June 30, 2017 and 2016 , respectively, and $0.4 million and $0.5 million for the six months ended June 30, 2017 and 2016 , respectively, 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 June 30, 2017 and December 31, 2016 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 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 $2.0 million and $4.3 million for the three months ended June 30, 2017 and 2016 , respectively, and $4.2 million and $8.6 million for the six months ended June 30, 2017 and 2016 , respectively. The approximate remaining future minimum cash lease payments under these non-cancelable operating leases as of June 30, 2017 were as follows (in thousands): Year ending December 31, Future Payments 2017 (remaining 6 months) $ 6,526 2018 11,645 2019 9,622 2020 7,661 2021 5,997 Thereafter 17,144 $ 58,595 Total minimum rentals to be received in the future under non-cancelable subleases as of June 30, 2017 was $13.3 million . Please refer to Note 4 for details of the Company's capital lease commitments as of June 30, 2017 . Letters of Credit, Bank Guarantees and Restricted Cash —As of June 30, 2017 and December 31, 2016 , the Company had irrevocable letters of credit for facilities leases of $4.1 million and $6.7 million , respectively. The letters of credit have various expiration dates, with the latest being March 2023. As of June 30, 2017 and December 31, 2016 , the Company had $2.0 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 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. On May 31, 2017, the court granted a motion for preliminary approval of the settlement and directed the preparation of notice to the propose class members. The potential settlement has been accrued as of June 30, 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 (the “Demand Committee”) to evaluate the demand letters and investigate the claims associated therewith. On July 18, 2017, the Demand Committee, on behalf of the Board of Directors, sent a letter in response to each Shareholder Demand explaining that the Demand Committee’s investigation found no evidence that would support any potential claim relating to the matters raised in the Shareholder Demand, and therefore, the Board of Directors voted to reject the Shareholder Demand and declined to pursue litigation against any of the individuals relating to 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 | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 United States $ 68,603 $ 89,973 $ 142,210 $ 171,370 All Other Countries (1) 22,144 26,995 43,709 50,343 Total revenue $ 90,747 $ 116,968 $ 185,919 $ 221,713 (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): June 30, December 31, 2017 2016 United States $ 38,512 $ 44,871 All Other Countries (1) 3,917 4,690 Total long-lived assets $ 42,429 $ 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) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2017 and 2016 was $1.2 million and $0.5 million , respectively. Total accounts payable as of June 30, 2017 and December 31, 2016 were both $0.7 million . 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 six months ended June 30, 2017 and 2016 was $0.6 million and $0.2 million , respectively. Total accounts payable as of June 30, 2017 and December 31, 2016 were $0.3 million and $0.2 million , respectively. |
SUBSEQUENT EVENTS (Notes)
SUBSEQUENT EVENTS (Notes) | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | NOTE 13. SUBSEQUENT EVENTS Merger Agreement On July 17, 2017, the Company into an Agreement and Plan of Merger (the “Merger Agreement”) with Sizmek Inc. (“Parent”) and Fuel Acquisition Co., a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement and upon the terms and subject to the conditions thereof, Merger Sub will commence a tender offer (the "Tender Offer") to purchase any and all of the outstanding shares of the Company’s common stock at a price of $2.60 per share, payable net to the sellers thereof in cash, without interest, in accordance with the terms of the Merger Agreement, subject to any deduction or withholding of taxes required by applicable laws. Following the consummation of the Tender Offer, and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”). In connection with the Merger, the separate existence of Merger Sub will cease, and the Company will be the surviving corporation and a wholly owned subsidiary of Parent. The Merger will be governed by and effected under Section 251(h) of the Delaware General Corporation Law (the “DGCL”), without a vote of the stockholders of the Company. The Company’s Board of Directors (the “Board”) unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Tender Offer and the Merger, are fair to, and in the best interests of, the Company and its stockholders; and (2) recommended that stockholders of the Company accept the Tender Offer and tender their shares of Company Common Stock to Merger Sub pursuant to the Tender Offer. Completion of the Merger is subject to customary closing conditions, including a majority of the outstanding shares of the Company Common Stock having been tendered in the Tender Offer and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The parties expect the transaction to be completed in third quarter of 2017. As of and for the three months ended June 30, 2017, the Company has incurred $1.0 million in related legal and other professional costs. Stockholder Litigation On August 2, 2017, the Company filed a Schedule 14D-9 Solicitation/Recommendation Statement with the Securities and Exchange Commission in connection with the Tender Offer (the “Schedule 14D-9”). That same day, the Company received a demand letter from a purported stockholder of the Company, alleging that the Schedule 14D-9 omitted material information necessary for the Company’s stockholders to make an informed decision regarding the Tender Offer. The letter demands that the Company and its Board of Directors provide immediate corrective disclosures in an amended Schedule 14D-9. On August 4, 2017 two purported stockholders of the Company filed an action in the United States District Court for the Northern District of California on behalf of a putative class of the Company’s stockholders against the Company and its Board of Directors, alleging violations of federal securities laws. The case is captioned Bushansky et al. v. Rocket Fuel Inc. et al. (Case 3:17-cv-04454). The complainants allege, among other things, that the Schedule 14D-9 omits material information necessary for the Company’s stockholders to make an informed decision regarding the Tender Offer. The complainants seek, among other things, either to enjoin the Tender Offer or, should it be consummated, to rescind it or award rescissory damages, as well as an award of the plaintiffs’ attorneys’ fees and costs in the actions. On August 7, 2017, two additional actions alleging violations of federal securities laws were filed by purported stockholders of the Company in the United States District Court for the Northern District of California. In the first, captioned Haines v. Rocket Fuel et al. (Case 5:17-cv-04473), an alleged stockholder of the Company filed an action on behalf of a putative class of the Company’s stockholders against the Company and its Board of Directors. In the second, captioned Scarantino v. Rocket Fuel Inc. et al. (Case 3:17-cv-04489), an alleged stockholder of the Company filed an action on behalf of a putative class of the Company’s stockholders against the Company, its Board of Directors, Sizmek Inc., Fuel Acquisition Co., and Vector Capital. The complainants in both the Haines and Scarantino actions allege claims similar to those in the Bushansky action, and seek similar relief. The defendants deny any wrongdoing in connection with the Merger and plan to defend vigorously against the claims set forth in these actions. Amendment of 2016 Loan Facility On August 9, 2017, the Company entered into the Seventh Amendment (the “Seventh Amendment”) to its Second Amended and Restated Revolving Credit and Term Loan Agreement with certain lenders party thereto and Comerica Bank, as administrative agent. The Seventh Amendment provided for, among other things, (i) waiving of bank-defined EBITDA default as of June 30, 2017, (ii) paydown of the revolving credit of $20.0 million and reduction of the revolving credit line to $53.6 million from $80.0 million (subject to further reductions if the acquisition by Sizmek is terminated or if the Company enters into an alternative acquisition transaction, subject to certain conditions), (iii) reduction of the minimum bank-defined EBITDA financial covenant as of September 30, 2017 and December 31, 2017, (iv) reduction of cash deposit requirements from $30.0 million to $18.0 million through August 22, 2017 and $22.5 million thereafter, and, (v) certain other changes to the terms and covenants intended to align with completing the acquisition by Sizmek or an alternative acquisition transaction. Refer to section Item 5. "Other Information" of this Quarterly Report on Form 10-Q. |
NATURE OF BUSINESS AND SUMMAR20
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 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. The Company is currently evaluating the impact of this guidance across our revenue-related activities and are in the processing of determining the impact of the new guidance on our revenue recognition practices, business process and internal controls, and 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. The Company is 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. In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting ." The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The new standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. the Company is currently evaluating the impact of adopting ASU 2017-09 on our 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 six months ended June 30, 2017 that are of significance or potential significance to the Company. |
PROPERTY, EQUIPMENT AND SOFTW21
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, equipment and software | Property, equipment and software, net as of June 30, 2017 and December 31, 2016 , consisted of the following (in thousands): June 30, December 31, 2017 2016 Capitalized internal-use software costs $ 57,678 $ 51,877 Computer hardware and software 65,490 60,656 Furniture and fixtures 10,734 10,903 Leasehold improvements 16,255 16,068 Total 150,157 139,504 Accumulated depreciation and amortization (107,728 ) (89,943 ) Total property, equipment and software, net $ 42,429 $ 49,561 |
BUSINESS COMBINATIONS BUSINESS
BUSINESS COMBINATIONS BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 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 (in thousands): June 30, 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 $ (32,682 ) $ 9,418 $ 42,100 $ (26,887 ) $ 15,213 Customer relationships 7-8 27,700 (9,772 ) 17,928 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 (47,354 ) 27,346 $ 74,700 $ (39,826 ) $ 34,874 |
CAPITAL LEASES (Tables)
CAPITAL LEASES (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 were as follows (in thousands): Year ending December 31, Future Payments 2017 (remaining 6 months) $ 5,500 2018 7,098 2019 1,900 2020 432 Total minimum lease payments $ 14,930 Less: amount representing interest and taxes (952 ) Less: current portion of minimum lease payments (9,256 ) Capital lease obligations, net of current portion $ 4,722 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 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): Six Months Ended Six Months Ended 2017 2016 Stock options: Outstanding at the beginning of the period 7,751 5,387 Options granted 2,270 5,817 Options exercised (132 ) (112 ) Options canceled and forfeited (1,139 ) (3,514 ) Outstanding at the end of the period 8,750 7,578 Total intrinsic value of options exercised $ 272 $ 267 Total unrecognized compensation expense at period-end $ 6,542 $ 9,958 Weighted-average remaining recognition period at period-end (in years) 2.2 2.4 Stock awards: Outstanding at the beginning of the period 1,812 3,612 Stock awards granted 563 517 Stock awards vested (273 ) (485 ) Stock awards canceled (356 ) (610 ) Outstanding at the end of the period 1,746 3,034 Weighted-average grant-date fair value $ 6.37 $ 9.77 Total unrecognized compensation expense at period-end $ 7,092 $ 20,133 Weighted-average remaining recognition period at period-end (in years) 1.7 2.4 |
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 Six Months Ended 2017 2016 2017 2016 Expected term (years) 5.5 - 6.25 5.5 - 6.25 5.5 - 6.25 5.5 - 6.25 Volatility 55.0% 55.0% 55.0% 55% Risk-free interest rate 1.85% - 2.07% 1.29% - 1.55% 1.85% - 2.23% 1.29% - 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 Six Months Ended 2017 2016 2017 2016 Expected term (years) 0.5 0.5 0.5 0.5 Volatility 82.0% 63.0% 66.0% - 82.0% 63.0% - 65.0% Risk-free interest rate 1.07% 0.49% 0.60% - 1.07% 0.42% - 0.49% 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 Six Months Ended 2017 2016 2017 2016 Expected term (years) 0.5 0.5 0.5 0.5 Volatility 82.0% 63.0% 66.0% - 82.0% 63.0% - 65.0% Risk-free interest rate 1.07% 0.49% 0.60% - 1.07% 0.42% - 0.49% 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 Six Months Ended 2017 2016 2017 2016 Other cost of revenue $ 334 $ 493 $ 729 $ 1,023 Research and development 690 981 1,232 2,346 Sales and marketing 697 1,357 1,486 2,846 General and administrative 867 1,251 1,989 2,677 Total $ 2,588 $ 4,082 $ 5,436 $ 8,892 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 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 Six Months Ended 2017 2016 2017 2016 Net loss $ (18,197 ) $ (16,693 ) $ (40,666 ) $ (37,466 ) Weighted-average shares used to compute basic and diluted net loss per share 46,638 44,056 46,451 43,828 Basic and diluted net loss per share $ (0.39 ) $ (0.38 ) $ (0.88 ) $ (0.85 ) Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive 10,717 10,833 10,717 10,833 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 were as follows (in thousands): Year ending December 31, Future Payments 2017 (remaining 6 months) $ 6,526 2018 11,645 2019 9,622 2020 7,661 2021 5,997 Thereafter 17,144 $ 58,595 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 United States $ 68,603 $ 89,973 $ 142,210 $ 171,370 All Other Countries (1) 22,144 26,995 43,709 50,343 Total revenue $ 90,747 $ 116,968 $ 185,919 $ 221,713 |
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): June 30, December 31, 2017 2016 United States $ 38,512 $ 44,871 All Other Countries (1) 3,917 4,690 Total long-lived assets $ 42,429 $ 49,561 |
NATURE OF BUSINESS AND SUMMAR28
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($)agencycustomer | Jun. 30, 2017USD ($)customer | Jun. 30, 2016USD ($)agency | Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($)advertiser | Dec. 31, 2015USD ($)agencyadvertiser | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Concentration of credit risk | |||||||||
Retained Earnings (Accumulated Deficit) | $ (425,692) | $ (425,692) | $ (385,026) | ||||||
Net loss | (18,197) | $ (16,693) | (40,666) | $ (37,466) | |||||
Cash and cash equivalents | 62,356 | $ 66,664 | 62,356 | $ 66,664 | $ 66,664 | $ 66,664 | $ 78,560 | 84,024 | |
Amount outstanding | 69,500 | 69,500 | |||||||
Capital Lease Obligations | $ 14,000 | $ 14,000 | $ 2,400 | ||||||
Change in Reporting Entity | 20 | ||||||||
Money market funds (included in cash and cash equivalents) | Level 1 | |||||||||
Concentration of credit risk | |||||||||
Assets, fair value disclosure | $ 22,900 | ||||||||
Accounts receivable | Customer concentration | |||||||||
Concentration of credit risk | |||||||||
Number of customers | 2 | 2 | 0 | 0 | |||||
Revenue | Customer concentration | |||||||||
Concentration of credit risk | |||||||||
Number of customers | 0 | 0 | 1 | 2 | |||||
Revolving Credit Facility Amended in June 2013 [Member] | |||||||||
Concentration of credit risk | |||||||||
Amount outstanding | $ 69,500 | $ 69,500 | |||||||
Geographic Distribution, Foreign [Member] | |||||||||
Concentration of credit risk | |||||||||
Cash and cash equivalents | $ 3,800 | $ 3,800 |
PROPERTY, EQUIPMENT AND SOFTW29
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Property, equipment and software | |||||
Capitalized Computer Software, Additions | $ 2,900 | $ 3,400 | $ 5,800 | $ 7,000 | |
Capitalized Computer Software, Amortization | 3,000 | 2,700 | 6,000 | 5,000 | |
Property, equipment, and software, gross | 150,157 | 150,157 | $ 139,504 | ||
Accumulated depreciation and amortization | (107,728) | (107,728) | (89,943) | ||
Total property, equipment and software, net | 42,429 | 42,429 | 49,561 | ||
Depreciation and Amortization Expense Excluding Amortization of Internal Use Software Costs | 4,100 | 6,000 | 9,800 | 11,900 | |
Capitalized internal-use software costs | |||||
Property, equipment and software | |||||
Property, equipment, and software, gross | 57,678 | 57,678 | 51,877 | ||
Computer hardware and software | |||||
Property, equipment and software | |||||
Property, equipment, and software, gross | 65,490 | 65,490 | 60,656 | ||
Furniture and fixtures | |||||
Property, equipment and software | |||||
Property, equipment, and software, gross | 10,734 | 10,734 | 10,903 | ||
Leasehold improvements | |||||
Property, equipment and software | |||||
Property, equipment, and software, gross | 16,255 | 16,255 | $ 16,068 | ||
Amortization | $ 200 | $ 4,800 | $ 8,300 | $ 2,400 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands | Sep. 05, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 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 | $ 7,500 | $ 8,300 | |
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 - Sched33
BUSINESS COMBINATIONS - Schedule of Acquired Finite-Lived Intangible Assets (Details) - x Plus 1 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | $ 3,800 | $ 4,100 | $ 7,500 | $ 8,300 | |
Preliminary Fair Value | 74,700 | 74,700 | $ 74,700 | ||
Accumulated Amortization | (47,354) | (47,354) | (39,826) | ||
Net Book Value | 27,346 | 27,346 | 34,874 | ||
Developed technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Preliminary Fair Value | 42,100 | 42,100 | 42,100 | ||
Accumulated Amortization | (32,682) | (32,682) | (26,887) | ||
Net Book Value | 9,418 | $ 9,418 | 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 | 27,700 | ||
Accumulated Amortization | (9,772) | (9,772) | (8,039) | ||
Net Book Value | 17,928 | $ 17,928 | 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 | 2,000 | ||
Accumulated Amortization | (2,000) | (2,000) | (2,000) | ||
Net Book Value | 0 | $ 0 | 0 | ||
Non-compete agreements | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Life | 2 years | ||||
Preliminary Fair Value | 2,900 | $ 2,900 | 2,900 | ||
Accumulated Amortization | (2,900) | (2,900) | (2,900) | ||
Net Book Value | $ 0 | $ 0 | $ 0 |
CAPITAL LEASES (Details)
CAPITAL LEASES (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Leases [Abstract] | |||
Capital Lease Obligations | $ 14,000 | $ 2,400 | |
Approximate remaining future minimum lease payments under non-cancelable capital leases | |||
2017 (remaining 6 months) | 5,500 | ||
2,017 | 7,098 | ||
2,018 | 1,900 | ||
2,019 | 432 | ||
Total minimum lease payments | 14,930 | ||
Less: amount representing interest and taxes | (952) | ||
Less: current portion of minimum lease payments | (9,256) | $ (8,325) | |
Capital lease obligations, net of current portion | $ 4,722 | $ 6,721 |
RESTRUCTURING COSTS (Details)
RESTRUCTURING COSTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and Related Cost, Accelerated Depreciation | $ 415 | $ 4,751 | $ 2,680 | $ 8,284 | |
Restructuring | 986 | 1,766 | 4,754 | 1,567 | |
Restructuring charges | 986 | 1,766 | 4,754 | 1,567 | |
Accelerated amortization of leasehold improvements | 0 | 7,059 | |||
Severance Costs | 202 | 1,211 | 1,705 | 1,613 | $ 2,846 |
Other Restructuring Costs | $ 369 | $ (4,196) | 369 | (8,330) | |
Other Restructuring [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance Costs | (2,765) | (1,677) | |||
Facility Closing [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 109 | $ 1,169 | $ 0 |
DEBT (Details)
DEBT (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 21, 2016 | Mar. 10, 2016 | |
Debt | |||
Amount outstanding | $ 69,500,000 | ||
Applicable margin over variable rate basis (as a percent) | 2.00% | ||
Future principal payments of long-term debt | |||
Unamortized discounts | $ 500,000 | ||
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 Credit Facility Amended in June 2013 [Member] | |||
Debt | |||
Loan Facility | $ 80,000,000 | ||
Maximum amount available for borrowing expressed as a percentage of certain eligible accounts | 85.00% | ||
Amount outstanding | $ 69,500,000 | ||
2016 Loan Facility [Member] | |||
Debt | |||
Loan Facility | $ 40,000,000 | ||
Line of Credit Facility, Additional Borrowing | $ 20,000,000 | $ 12,000,000 | $ 22,500,000 |
Short-term Debt, Percentage Bearing Variable Interest Rate | 0.00% | ||
Credit Facility [Domain] | |||
Debt | |||
Amount outstanding | $ 53,600,000 | ||
Letter of credit subfacility | |||
Debt | |||
Loan Facility | 12,000,000 | ||
Aggregate minimum cash on deposit | 40,000,000 | ||
Amount outstanding | 4,100,000 | ||
Debt Instrument, Required Cash on Deposit | 30,000,000 | ||
Amended in August 22, 2017 [Member] [Member] | |||
Debt | |||
Debt Instrument, Required Cash on Deposit | 18,000,000 | ||
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% | ||
Amended in September 30, 2017 [Member] | |||
Debt | |||
Debt Instrument, Required Cash on Deposit | $ 22,500,000 |
STOCKHOLDERS' EQUITY - Schedul
STOCKHOLDERS' EQUITY - Schedule of Share-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | May 10, 2016 | |
Additional Disclosures [Abstract] | ||||
Total unrecognized compensation expense at period-end | $ 900 | |||
Common Stock, Shares, Issued | 46,972,396 | 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) | 2,270,000 | 5,817,000 | ||
Options exercised (in shares) | (132,000) | (112,000) | ||
Options forfeited (in shares) | (1,139,000) | (3,514,000) | ||
Balance at the end of the period (in shares) | 8,750,000 | 7,578,000 | ||
Additional Disclosures [Abstract] | ||||
Total intrinsic value of options exercised | $ 272 | $ 267 | ||
Total unrecognized compensation expense at period-end | $ 6,542 | $ 9,958 | ||
Weighted-average remaining recognition period at period-end (in years) | 2 years 2 months 13 days | 2 years 4 months 25 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) | 563,000 | 517,000 | ||
Options exercised (in shares) | (273,000) | (485,000) | ||
Options forfeited (in shares) | (356,000) | (610,000) | ||
Balance at the end of the period (in shares) | 1,746,000 | 3,034,000 | ||
Additional Disclosures [Abstract] | ||||
Weighted-average grant-date fair value (dollars per share) | $ 6.37 | $ 9.77 | ||
Total unrecognized compensation expense at period-end | $ 7,092 | $ 20,133 | ||
Weighted-average remaining recognition period at period-end (in years) | 1 year 8 months 15 days | 2 years 5 months 5 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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | May 10, 2016 | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Common Stock, Value, Issued | $ 47,000 | $ 47,000 | $ 46,000 | |
Common Stock, Shares, Issued | 46,972,396 | 46,972,396 | 46,218,687 | |
Common Stock, Capital Shares Reserved for Future Issuance | 2,200,000 | 2,200,000 | ||
Total unrecognized compensation expense at period-end | $ 900,000 | $ 900,000 | ||
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% | 15.00% | ||
Purchase price of common stock, percent | 85.00% | |||
Repurchase Agreements [Member] | ||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Common Stock, Value, Issued | $ 1,500,000 | $ 1,500,000 | ||
Shares Authorized, Amount | $ 50,000,000 | |||
Common Stock, Shares, Issued | 697,405 | 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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 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 | 82.00% | 63.00% | 82.00% | 63.00% |
Expected volatility rate, maximum | 82.00% | 63.00% | 82.00% | 65.00% |
Risk free interest rate, minimum | 1.07% | 0.49% | 1.07% | 0.42% |
Risk free interest rate, maximum | 1.07% | 0.49% | 1.07% | 0.49% |
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 | 55.00% | 55.00% | 55.00% | 55.00% |
Expected volatility rate, maximum | 55.00% | 55.00% | 55.00% | 55.00% |
Risk free interest rate, minimum | 1.85% | 1.29% | 1.85% | 1.29% |
Risk free interest rate, maximum | 2.07% | 1.55% | 2.23% | 1.93% |
Dividend yield | 0.00% | 0.00% | 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 | 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 | 5 years 6 months | 5 years 6 months | |
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 | 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 3 months 18 days | 6 years 2 months 29 days | 6 years 3 months 18 days |
STOCKHOLDERS' EQUITY - Sched40
STOCKHOLDERS' EQUITY - Schedule of Allocated Share-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Allocation of stock-based compensation and restricted stock for employees and non-employees | |||||
Common Stock, Shares, Issued | 46,972,396 | 46,972,396 | 46,218,687 | ||
Allocated share-based compensation expense | $ 2,588,000 | $ 4,082,000 | $ 5,436,000 | $ 8,892,000 | |
Other cost of revenue | |||||
Allocation of stock-based compensation and restricted stock for employees and non-employees | |||||
Allocated share-based compensation expense | 334,000 | 493,000 | 729,000 | 1,023,000 | |
Research and development | |||||
Allocation of stock-based compensation and restricted stock for employees and non-employees | |||||
Allocated share-based compensation expense | 690,000 | 981,000 | 1,232,000 | 2,346,000 | |
Sales and marketing | |||||
Allocation of stock-based compensation and restricted stock for employees and non-employees | |||||
Allocated share-based compensation expense | 697,000 | 1,357,000 | 1,486,000 | 2,846,000 | |
General and administrative | |||||
Allocation of stock-based compensation and restricted stock for employees and non-employees | |||||
Allocated share-based compensation expense | $ 867,000 | $ 1,251,000 | $ 1,989,000 | $ 2,677,000 | |
Repurchase Agreements [Member] | |||||
Allocation of stock-based compensation and restricted stock for employees and non-employees | |||||
Equity issuance costs, percentage | 3.00% | 3.00% | |||
Common Stock, Shares, Issued | 697,405 | 697,405 | |||
Equity issuance costs | $ 100,000 | $ 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 | 2,700,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Computation of net loss per common share | ||||
Net loss | $ (18,197) | $ (16,693) | $ (40,666) | $ (37,466) |
Weighted-average shares used to compute basic and diluted net loss per share (shares) | 46,638 | 44,056 | 46,451 | 43,828 |
Basic and diluted net loss per share (in dollars per share) | $ (0.39) | $ (0.38) | $ (0.88) | $ (0.85) |
Anti-dilutive securities that were excluded from the calculation of diluted net loss per share attributable to common stockholders (in shares) | 10,717 | 10,833 | 10,833 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 216 | $ 285 | $ 374 | $ 515 |
COMMITMENTS AND CONTINGENCIES43
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals | $ 13,300 | $ 13,300 | |||
Restricted Cash and Cash Equivalents | 1,964 | 1,964 | |||
Operating Leases | |||||
Rent expense | 2,000 | $ 4,300 | 4,200 | $ 8,600 | |
Future minimum lease payments under non-cancelable operating leases | |||||
2017 (remaining 6 months) | 6,526 | 6,526 | |||
2,017 | 11,645 | 11,645 | |||
2,018 | 9,622 | 9,622 | |||
2,019 | 7,661 | 7,661 | |||
2,020 | 5,997 | 5,997 | |||
Thereafter | 17,144 | 17,144 | |||
Total future payments | 58,595 | 58,595 | |||
Letters of Credit and Bank Guarantees | |||||
Irrevocable letters of credit outstanding | 4,100 | 4,100 | $ 6,700 | ||
Bank guarantees for security deposits | $ 1,784 | $ 1,784 | $ 1,749 |
SEGMENTS (Details)
SEGMENTS (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)managerbusiness_activity | Jun. 30, 2016USD ($) | 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 | $ 90,747 | $ 116,968 | $ 185,919 | $ 221,713 | |
Total long-lived assets | 42,429 | 42,429 | $ 49,561 | ||
North America | |||||
Segments | |||||
Total revenue | 68,603 | 89,973 | 142,210 | 171,370 | |
Total long-lived assets | 38,512 | 38,512 | 44,871 | ||
All Other Countries | |||||
Segments | |||||
Total revenue | 22,144 | $ 26,995 | 43,709 | $ 50,343 | |
Total long-lived assets | $ 3,917 | $ 3,917 | $ 4,690 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
NielsenDataServices [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Expenses from Transactions with Related Party | $ 1.2 | $ 0.5 | |
Accounts Payable, Related Parties | 0.7 | ||
Acxiom [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 0.6 | $ 0.2 | |
Accounts Payable, Related Parties | $ 0.3 | $ 0.2 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Jun. 30, 2017USD ($)$ / shares | |
Subsequent Event [Line Items] | |
Sale of Stock, Price Per Share | $ / shares | $ 2.60 |
Legal Fees | $ 1,000 |
Operating Leases, Future Minimum Payments Due | $ 58,595 |