0001477200-16-000236.txt : 20160802 0001477200-16-000236.hdr.sgml : 20160802 20160802160906 ACCESSION NUMBER: 0001477200-16-000236 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160802 DATE AS OF CHANGE: 20160802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rocket Fuel Inc. CENTRAL INDEX KEY: 0001477200 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 300472319 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36071 FILM NUMBER: 161800542 BUSINESS ADDRESS: STREET 1: 1900 SEAPORT BLVD CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-595-1300 MAIL ADDRESS: STREET 1: 1900 SEAPORT BLVD CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: Rocket Fuel, Inc. DATE OF NAME CHANGE: 20091119 8-K 1 a2016q28-kearningscro080216.htm 8-K Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 25, 2016

Rocket Fuel Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-36071
 
30-0472319
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

1900 Seaport Blvd.
Redwood City, CA 94063
(Address of principal executive offices, including zip code)
(650) 595-1300
(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 2.02.    Results of Operations and Financial Condition.
 
On August 2, 2016, Rocket Fuel Inc. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2016. The attached press release includes a discussion of certain non-GAAP financial measures as well as a reconciliation of such non-GAAP financial measures to the corresponding GAAP financial measures.

A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated under this Item 2.02 by reference.

The information set forth under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in any such filing.


Item 8.01.    Other Events.
On July 25, 2016, Richard Song joined the Company as its Chief Revenue Officer. From April 2014 to July 2016, Mr. Song served as Executive Vice President and Global Head of Sales at ZEFR, Inc. (“ZEFR”), a video ad technology company. Prior to ZEFR, Mr. Song served as Executive Vice President at iHeartMedia, Inc., a radio and digital media company, from July 2012 to April 2014 and as General Manager of Eastern US Sales at Microsoft Corporation from January 2006 to June 2012.


Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.
 
Description
99.1
 
Press release announcing financial results dated August 2, 2016






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
ROCKET FUEL INC.
 
 
 
 
 
By:
/s/ Rex S. Jackson
 
 
 
Rex S. Jackson
 
 
 
Chief Financial Officer
Date: August 2, 2016






EXHIBIT INDEX

Exhibit No.
 
Description
99.1
 
Press release announcing financial results dated August 2, 2016




EX-99.1 2 exh991earningsrelease-q220.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
Rocket Fuel Reports Financial Results for Second Quarter 2016

GAAP Operating Cash Flow of $5.2 Million and Non-GAAP Free Cash Flow of $0.9 Million in the Second Quarter of 2016

GAAP Net Loss Improved $7.7 Million and Non-GAAP Adjusted EBITDA Increased from $1.4 Million to $4.2 Million Year-on-Year

REDWOOD CITY, Calif., August 2, 2016 - Rocket Fuel Inc. (NASDAQ: FUEL), a leading programmatic marketing platform provider, today announced financial results for the second quarter ended June 30, 2016.
“We executed well in Q2 and delivered solid results meeting or exceeding our guidance,” said Randy Wootton, chief executive officer.  “In the quarter, we reported significantly improved positive adjusted EBITDA, which drove positive free cash flow a quarter earlier than we expected. We did this by focusing on our three strategic imperatives of becoming a trusted platform partner, strengthening our brand value proposition, and extending our direct response leadership across all devices, while strengthening executional rigor across the company. Looking forward, I believe Rocket Fuel is poised for continued success, as we continue to execute on our growth strategy of making marketing more meaningful for agencies and their clients.”

Financial Highlights for the Second Quarter of 2016
GAAP Revenue: $117.0 million, 3% below last year's second quarter total of $120.1 million.
North America was $92.8 million, down 9% from last year's second quarter. Revenue from outside North America was $24.1 million, up 31% from last year.
Platform Solutions grew significantly year-on-year, representing 18% of GAAP revenue in the second quarter versus 6% in last year’s second quarter. Media Services was 82% and 94%, respectively.

Non-GAAP Net Revenue: $66.0 million, down 7% compared to $70.9 million non-GAAP Net Revenue in the second quarter of 2015.
GAAP Net Loss: $(16.7) million, or $(0.38) per diluted share compared to a net loss of $(24.4) million, or $(0.58) per diluted share, in the second quarter of 2015.
Non-GAAP Adjusted EBITDA: $4.2 million compared to $1.4 million in the second quarter of 2015.
Non-GAAP Adjusted Net Loss: $(6.7) million, or $(0.15) per diluted share, compared to an adjusted net loss of $(7.2) million, or $(0.17) per diluted share, for the second quarter of 2015.
GAAP Net Cash provided by (used in) Operating Activities: $5.2 million, compared to $(2.9) million in the second quarter of 2015.
Non-GAAP Free Cash Flow: $0.9 million, compared to $(10.4) million in the second quarter of 2015.
Cash and Cash Equivalents: $66.7 million as of June 30, 2016, down sequentially by $0.7 million from the first quarter 2016. Cash and Cash Equivalents was $78.6 million as of December 31, 2015.





Top Customers: Revenue from top 50 customers was 53% of total revenue, compared to 47% in the second quarter of fiscal year 2015. Revenue from top 250 customers was 82% of total revenue, compared to 78% in the second quarter of fiscal year 2015.

Employee Headcount: 899 as of June 30, 2016, down from 1,008 in the second quarter of 2015.

Financial Outlook for the Third Quarter of 2016

For the third quarter of 2016, the Company expects:
- Non-GAAP net revenue between $63 million and $66 million.
- Non-GAAP Adjusted EBITDA between $4 million and $7 million.
The Company does not reconcile its forward-looking non-GAAP financial measures, net revenue and Adjusted EBIDTA, to the corresponding GAAP measures due to the high variability and difficulty in making accurate forecasts and projections in respect to the interplay between revenue and the corresponding margins. Our Media Services and Platform Solutions have different media margins and the pace of the transition of some of our business from Media Services to Platform Solutions, the pace of adoption, or activation of existing Platform Solutions customers, and the corresponding future margins cannot be reasonably predicted. The GAAP measure net income includes stock-based compensation expense that is impacted by future hiring and retention needs, the impact of our tender offer which completed at the end of Q2 and the future share price of Rocket Fuel’s stock. Similarly, restructuring charges, which we exclude from our non-GAAP measure Adjusted EBITDA, are impacted by future decisions and by actions involving our facilities that are difficult to predict. The actual amounts of these excluded items will have a significant impact on the Company’s GAAP net income. Accordingly, reconciliations of these two forward-looking non-GAAP financial measures to the corresponding GAAP measures are not available without unreasonable effort.

Conference Call, Webcast and Related Information
The Rocket Fuel second quarter 2016 teleconference and webcast is scheduled to begin at 2:00 PM Pacific time on Tuesday, August 2, 2016. To participate on the live call, analysts and investors should dial 1-888-395-3227, or outside the U.S. 719-457-2697, at least ten minutes prior to the call. Rocket Fuel will post supplemental slides with the Company's latest financial results on http://investor.rocketfuel.com under Events & Presentations concurrently with this earnings press release. Rocket Fuel will also offer a live and archived webcast of the conference call, accessible from the “Investors” section of its website at http://investor.rocketfuel.com.

Use of Non-GAAP Measures

We provide information relating to non-GAAP net revenue, non-GAAP adjusted EBITDA, non-GAAP adjusted net income (loss), non-GAAP operating expenses and non-GAAP free cash flow, which are financial measures that have not been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). These non-GAAP financial measures have been included in this press release, or discussed on our teleconference and webcast, because they are measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget, and to develop short- and long-term operational plans.






We define non-GAAP net revenue as GAAP revenue less media costs. Media costs consist of costs for advertising impressions we purchase from advertising exchanges or other third parties. A limitation of non-GAAP net revenue is that it is a measure designed for internal purposes that may be unique to Rocket Fuel and may not enhance the comparability of Rocket Fuel’s results to other companies in the same industry that have similar business arrangements but present the impact of media costs differently. Our management compensates for this limitation by also considering the comparable GAAP financial measures of revenue, media costs and other costs of revenue.
We define non-GAAP adjusted EBITDA as GAAP net income (loss) before interest expense, other income (expense), net, income tax provision (benefit), depreciation and amortization expense (including amortization of capitalized software development expenses), stock-based compensation expense and related payroll taxes, acquisition and restructuring related expenses, and impairment charges. Non-GAAP adjusted EBITDA has a number of limitations, including the following: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and non-GAAP adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; non-GAAP adjusted EBITDA is often considered an approximation of operating cash flow, but in our case excludes software development costs capitalized in a current period and excludes those costs as they are amortized over future periods; non-GAAP adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; non-GAAP adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation; non-GAAP adjusted EBITDA does not reflect acquisition and restructuring related expenses, the expenses capitalized for internal-use software, tax and interest expenses that may represent payments reducing the cash available to us; and other companies, including those in our industry, may calculate non-GAAP adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, our management considers non-GAAP adjusted EBITDA alongside other financial performance measures, including cash flow metrics, net income (loss) and our other GAAP results.
We define non-GAAP adjusted net income (loss) as GAAP net income (loss) excluding stock-based compensation expense, amortization of intangible assets, impairment charges, acquisition and restructuring related expenses and the estimated tax impact of the foregoing items. A limitation of non-GAAP adjusted net income (loss) is that it is a measure that may be unique to Rocket Fuel and may not enhance the comparability of Rocket Fuel’s results to other companies in the same industry that define adjusted net income (loss) differently. This measure may also exclude expenses that may have a material impact on Rocket Fuel’s reported financial results. Our management compensates for these limitations by also considering the comparable GAAP financial measure of net income (loss).
We define non-GAAP operating expenses as GAAP total costs and expenses less media costs, depreciation and amortization expense (including amortization of capitalized software development costs), impairment charges, stock-based compensation expense and related payroll taxes, and acquisition and restructuring related expense. Non-GAAP operating expenses has a number of limitations, including the following: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and this measure does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; non-GAAP operating expenses is often considered an approximation of operating cash flow, but in our case excludes software development costs capitalized in a current period and excludes those costs as they are amortized over future periods; non-GAAP operating expenses does not reflect changes in, or cash requirements for, our working capital needs; non-GAAP operating expenses does not consider the potentially dilutive impact of equity-based compensation; non-GAAP operating expenses does not reflect acquisition and restructuring related expenses, the expenses capitalized for internal-use software, tax and interest expenses that may represent payments reducing the cash available to us; and other companies, including those in our industry, may calculate non-GAAP operating expenses differently, which reduces its usefulness as a comparative measure. Because of these limitations, our management considers non-GAAP operating expenses alongside other financial performance measures, including total expenses, cash from operating activities and our other GAAP results.
In addition, we provide information about our non-GAAP free cash flow. We define non-GAAP free cash flow as the net cash provided by (or used in) operating activities less the cash used for purchases of property, equipment and software and for capitalized internal-use software development costs. A limitation of free cash flow is that it may be





unique to Rocket Fuel and may not enhance the comparability of Rocket Fuel’s results to other companies in the same industry that define free cash flow differently from us. This measure also does not represent the residual cash flow available to us for discretionary expenditures or investments because we have mandatory capital leases and debt service requirements that may have a material impact on Rocket Fuel’s liquidity. Our management compensates for these limitations by also considering the comparable GAAP financial measure of net cash provided by (or used in) operating activities.
For a reconciliation of non-GAAP financial measures to the nearest comparable GAAP financial measures, see “Reconciliation from GAAP Revenue to Non-GAAP Net Revenue,” “Reconciliation from GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA,” “Reconciliation from GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income (Loss)”, “Reconciliation from GAAP Total Cost and Expenses to Non-GAAP Operating Expenses" and “Reconciliation from GAAP Net Cash Provided by (or Used in) Operating Activities to Non-GAAP Free Cash Flow" included in this press release.
These non-GAAP financial measures are not intended to be considered in isolation from, as substitutes for, or as superior to, the corresponding financial measures prepared in accordance with GAAP.



Cautions Regarding Forward-Looking Statements

This press release and the webcast of the same date contain forward-looking statements regarding future events and our future financial performance, including but not limited to expected progress against achieving our three strategic imperatives including but not limited to growing our brand, direct response, and platform businesses; the value of our moment scoring technology; our customer and partnership strategies and focus on high value accounts; expectations regarding growth in our platform solutions business and changes in revenue and margin mix; our ability to grow our media services business and improve relationships with agencies and agency holding companies; expected investment in international growth; our anticipated capital expenditures; and expectations for third quarter non-GAAP net revenue and non-GAAP adjusted EBITDA, and financial goals for fiscal year 2016. Words such as "expect," "believe," "intend," "plan," "goal," "focus" and other similar words are also intended to identify forward-looking statements.

These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the results anticipated by such statements, including, without limitation: our limited operating history, particularly as a relatively new public company; fluctuations in our operating results, including but not limited to fluctuations due to seasonality; our history of losses; our ability to achieve the expected benefits of our efficiency improvement plans; risks due to employee attrition and integration of new leadership and employees; risks associated with our growth, including growth outside of the U.S.; our ability to adequately address competition, particularly from agency trading desks; our ability to serve the needs of agencies and agency holding companies and make the right investment decisions with regard to new products, technology, and sales strategies; and risks associated with maintaining or increasing sales to new and existing customers and maintaining customer satisfaction.

Additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements are under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 14, 2016 and in subsequent SEC filings. These forward-looking statements are made as of the date of this press release and the related webcast, and Rocket Fuel expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein or therein to reflect events that occur or circumstances that exist after the date on which the statements were made.
 





About Rocket Fuel

Rocket Fuel applies artificial intelligence and big data to predict the potential of every moment and make marketing more meaningful and accountable.

Headquartered in Redwood City, California, Rocket Fuel has more than 20 offices worldwide and trades on the NASDAQ Global Select Market under the ticker symbol "FUEL." For more information, please visit http://www.rocketfuel.com or call 1-888-717-8873.

Investor Relations:
(650) 481-6082
ir@rocketfuel.com

Rocket Fuel, the Rocket Fuel logo, Moment Scoring, Advertising That Learns and Marketing That Learns are trademarks or registered trademarks of Rocket Fuel Inc. in the United States and other countries.






Rocket Fuel Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
 
 
 
 
June 30,
 
December 31,
 
2016
 
2015
Assets
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
66,664

 
$
78,560

Accounts receivable, net
114,038

 
124,998

Prepaid expenses
3,071

 
3,803

Other current assets
3,895

 
2,081

Total current assets
187,668

 
209,442

Property, equipment and software, net
68,524

 
82,781

Restricted cash
1,876

 
2,141

Intangible assets, net
42,665

 
50,919

Deferred tax assets, net
525

 
718

Other assets
1,243

 
1,053

Total Assets
$
302,501

 
$
347,054

 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
64,059

 
$
71,292

Accrued and other current liabilities
33,745

 
40,734

Deferred revenue
1,988

 
2,116

Current portion of capital leases
8,737

 
8,602

Current portion of debt
62,035

 
45,720

Total current liabilities
170,564

 
168,464

Debt - Less current portion

 
17,617

Capital leases - Less current portion
8,148

 
11,855

Deferred rent - Less current portion
15,897

 
14,042

Other liabilities
1,311

 
1,176

Total liabilities
195,920

 
213,154

 
 
 
 
Stockholders' Equity:
 
 
 
Common stock
44

 
44

Additional paid-in capital
463,959

 
453,338

Accumulated other comprehensive loss
(625
)
 
(151
)
Accumulated deficit
(356,797
)
 
(319,331
)
Total stockholders' equity
106,581

 
133,900

Total Liabilities and Stockholders' Equity
$
302,501

 
$
347,054






Rocket Fuel Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except loss per share data)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Revenue
$
116,968

 
$
120,065

 
$
221,713

 
$
224,399

Costs and expenses:
 
 
 
 
 
 
 
Media costs
50,922

 
49,155

 
93,481

 
94,716

Other cost of revenue (1)
20,397

 
19,826

 
40,482

 
39,782

Research and development (1)
9,438

 
11,791

 
20,077

 
23,114

Sales and marketing (1)
36,190

 
41,750

 
73,030

 
84,628

General and administrative (1)
12,765

 
14,761

 
27,086

 
32,335

Restructuring
1,766

 
6,471

 
1,567

 
6,471

Total costs and expenses
131,478

 
143,754

 
255,723

 
281,046

Operating loss
(14,510
)
 
(23,689
)
 
(34,010
)
 
(56,647
)
Interest expense
1,032

 
1,045

 
2,269

 
2,385

Other (income) expense, net
866

 
(696
)
 
672

 
1,512

Loss before income taxes
$
(16,408
)
 
$
(24,038
)
 
$
(36,951
)
 
$
(60,544
)
Income tax provision
285

 
372

 
515

 
729

Net loss
$
(16,693
)
 
$
(24,410
)
 
$
(37,466
)
 
$
(61,273
)
 
 
 
 
 
 
 
 
Basic and diluted net income (loss) per share attributable to common stockholders
$
(0.38
)
 
$
(0.58
)
 
$
(0.85
)
 
$
(1.45
)
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders
44,056

 
42,296

 
43,828

 
42,140


(1)
Includes unaudited stock-based compensation expense as follows (in thousands):
 
Three Months Ended
 
June 30,
 
2016
 
2015
Other cost of revenue
$
493

 
$
477

Research and development
981

 
1,834

Sales and marketing
1,357

 
2,325

General and administrative
1,251

 
1,798

 
$
4,082

 
$
6,434







Rocket Fuel Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Operating Activities:
 
 
 
 
 
 
 
   Net loss
$
(16,693
)
 
$
(24,410
)
 
$
(37,466
)
 
$
(61,273
)
      Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
         Depreciation and amortization
12,881

 
12,157

 
25,145

 
24,023

         Impairment of long-lived assets
1,225

 
2,704

 
1,225

 
2,704

         Accelerated amortization of leasehold improvements
3,526

 

 
7,059

 

         Stock-based compensation
4,082

 
6,434

 
8,892

 
13,881

Deferred taxes
197

 
(305
)
 
193

 
(20
)
         Other non-cash adjustments, net
253

 
535

 
1,607

 
1,044

         Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
(4,001
)
 
(7,187
)
 
10,102

 
15,362

Prepaid expenses and other assets
(413
)
 
939

 
(2,209
)
 
6,318

Accounts payable
3,054

 
3,274

 
(7,792
)
 
(11,538
)
Accrued and other liabilities
3,727

 
4,453

 
1,876

 
182

Deferred rent
(3,029
)
 
(294
)
 
(6,103
)
 
890

Deferred revenue
346

 
(1,192
)
 
(128
)
 
1,338

Net cash provided by (used in) operating activities
5,155

 
(2,892
)
 
2,401

 
(7,089
)
 
 
 
 
 
 
 
 
Investing Activities:
 
 
 
 
 
 
 
   Purchases of property, equipment and software
(1,268
)
 
(4,566
)
 
(3,055
)
 
(10,085
)
   Capitalized internal-use software development costs
(3,000
)
 
(2,972
)
 
(5,924
)
 
(6,048
)
Proceeds from sale of property

 

 
293

 

Change in restricted cash

 

 
39

 
636

Net cash used in investing activities
(4,268
)
 
(7,538
)
 
(8,647
)
 
(15,497
)
 
 
 
 
 
 
 
 
Financing Activities:
 
 
 
 
 
 
 
   Proceeds from employee stock plans, net
1,052

 
2,950

 
1,080

 
3,139

Tax withholdings related to net share settlements of restricted stock units
(368
)
 
(533
)
 
(609
)
 
(533
)
   Repayment of capital lease obligations
(2,126
)
 
(1,665
)
 
(4,218
)
 
(2,755
)
Proceeds from debt facilities, net of issuance costs

 

 
22,350

 
(242
)
Repayment of debt facilities

 
(1,500
)
 
(24,000
)
 
(3,000
)
Net cash used in financing activities
(1,442
)
 
(748
)
 
(5,397
)
 
(3,391
)
 
 
 
 
 
 
 
 
Effect of Exchange Rate Changes on Cash and Cash Equivalents
(173
)
 
188

 
(253
)
 
(14
)
Change in Cash and Cash Equivalents
(728
)
 
(10,990
)
 
(11,896
)
 
(25,991
)
Cash and Cash Equivalents—Beginning of period
67,392

 
92,055

 
78,560

 
107,056

Cash and Cash Equivalents—End of period
$
66,664

 
$
81,065

 
$
66,664

 
$
81,065







 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Supplemental Disclosures of Other Cash Flow Information:
 
 
 
 
 
 
 
Cash paid for income taxes, net of refunds
$
33

 
$
249

 
$
384

 
$
454

Cash paid for interest
916

 
1,007

 
1,937

 
1,921

Supplemental Disclosures of Non-Cash Investing and Financing Activities:
 
 
 
 
 
 
 
Purchases of property, equipment and software recorded in accounts payable and accruals
$
1,808

 
$
(195
)
 
$
2,371

 
$
428

Property, equipment and software acquired under capital lease obligations
495

 
1,461

 
646

 
1,786

Vesting of early exercised options

 
44

 
25

 
97

Stock-based compensation capitalized in internal-use software costs
597

 
792

 
1,308

 
1,286







Rocket Fuel Inc.
UNAUDITED NON-GAAP MEASURES
(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Non-GAAP net revenue
$
66,046

 
$
70,910

 
$
128,232

 
$
129,683

Non-GAAP adjusted EBITDA
$
4,219

 
$
1,394

 
$
1,594

 
$
(12,232
)
Non-GAAP adjusted net income (loss)
$
(6,718
)
 
$
(7,177
)
 
$
(18,753
)
 
$
(32,276
)
Non-GAAP adjusted diluted net income (loss) per share
$
(0.15
)
 
$
(0.17
)
 
$
(0.43
)
 
$
(0.77
)
Non-GAAP operating expenses
$
61,827

 
$
69,516

 
$
126,638

 
$
141,915

Non-GAAP free cash flow
$
887

 
$
(10,430
)
 
$
(6,578
)
 
$
(23,222
)


Rocket Fuel Inc.
UNAUDITED RECONCILIATION FROM GAAP REVENUE TO NON-GAAP NET REVENUE
(In thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Revenue
$
116,968

 
$
120,065

 
$
221,713

 
$
224,399

Less: Media costs
50,922

 
49,155

 
93,481

 
94,716

Non-GAAP net revenue
$
66,046

 
$
70,910

 
$
128,232

 
$
129,683








Rocket Fuel Inc.
UNAUDITED RECONCILIATION FROM GAAP NET LOSS TO NON-GAAP ADJUSTED EBITDA
(In thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Net loss
$
(16,693
)
 
$
(24,410
)
 
$
(37,466
)
 
$
(61,273
)
Adjustments:
 
 
 
 
 
 
 
Interest expense
1,032

 
1,045

 
2,269

 
2,385

Income tax provision (benefit)
285

 
372

 
515

 
729

Amortization of intangibles
4,127

 
4,227

 
8,254

 
8,454

Amortization of capitalized software
2,743

 
1,807

 
5,033

 
3,444

Depreciation
6,011

 
6,124

 
11,858

 
12,126

Stock-based compensation expense
4,082

 
6,434

 
8,892

 
13,881

Other (income) expense, net
866

 
(696
)
 
672

 
1,512

Restructuring expense (credit), net
1,766

 
6,471

 
1,567

 
6,471

Payroll tax expense related to stock-based compensation

 
20

 

 
39

Total adjustments
20,912

 
25,804

 
39,060

 
49,041

Non-GAAP adjusted EBITDA
$
4,219


$
1,394

 
$
1,594

 
$
(12,232
)



Rocket Fuel Inc.
UNAUDITED RECONCILIATION FROM GAAP NET LOSS TO NON-GAAP ADJUSTED NET INCOME (LOSS)
(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Net loss
$
(16,693
)
 
$
(24,410
)
 
$
(37,466
)
 
$
(61,273
)
Stock-based compensation expense
4,082

 
6,434

 
8,892

 
13,881

Amortization of intangible assets
4,127

 
4,227

 
8,254

 
8,454

Restructuring expense (credit), net
1,766

 
6,471

 
1,567

 
6,471

Tax impact of the above items

 
101

 

 
191

Non-GAAP adjusted net income (loss)
$
(6,718
)

$
(7,177
)
 
$
(18,753
)
 
$
(32,276
)
 
 
 
 
 
 
 
 
Basic and diluted net income (loss) per share attributable to common stockholders
$
(0.38
)
 
$
(0.58
)
 
$
(0.85
)
 
$
(1.45
)
 
 
 
 
 
 
 
 
Non-GAAP adjusted net income (loss) per diluted share
$
(0.15
)
 
$
(0.17
)
 
$
(0.43
)
 
$
(0.77
)
 
 
 
 
 
 
 
 
Weighted average shares used in computing non-GAAP adjusted net income (loss) per diluted share
44,056

 
42,296

 
43,828

 
42,140







Rocket Fuel Inc.
UNAUDITED RECONCILIATION FROM GAAP TOTAL COSTS AND EXPENSES TO NON-GAAP OPERATING EXPENSES
(In thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Total costs and expenses
$
131,478

 
$
143,754

 
$
255,723

 
$
281,046

Less media costs
50,922

 
49,155

 
93,481

 
94,716

Adjustments:
 
 
 
 
 
 
 
Amortization of intangibles
4,127

 
4,227

 
8,254

 
8,454

Amortization of capitalized software
2,743

 
1,807

 
5,033

 
3,444

Depreciation
6,011

 
6,124

 
11,858

 
12,126

Stock-based compensation
4,082

 
6,434

 
8,892

 
13,881

Restructuring expense (credit), net
1,766

 
6,471

 
1,567

 
6,471

Payroll tax expense related to stock based compensation

 
20

 

 
39

Total adjustments
18,729

 
25,083

 
35,604

 
44,415

Non-GAAP operating expenses
$
61,827

 
$
69,516

 
$
126,638

 
$
141,915


Rocket Fuel Inc.
UNAUDITED RECONCILIATION FROM CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES TO NON-GAAP FREE CASH FLOW
(In thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Cash provided by (used in) operating activities
5,155

 
(2,892
)
 
2,401

 
(7,089
)
Less: Purchases of property, equipment and software
(1,268
)
 
(4,566
)
 
(3,055
)
 
(10,085
)
Less: Capitalized internal-use software development costs
(3,000
)
 
(2,972
)
 
(5,924
)
 
(6,048
)
Non-GAAP free cash flow
$
887

 
$
(10,430
)
 
$
(6,578
)
 
$
(23,222
)