x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware (State or other jurisdiction of incorporation or organization) | 30-0472319 (I.R.S. Employer Identification Number) |
Common Stock, $0.001 par value(Title of each class) | The NASDAQ Stock Market LLC(Name of each exchange in which registered) |
Large accelerated filer | ¨ | Accelerated filer | x |
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
Page | ||
TRADEMARKS | ||
“Rocket Fuel,” the Rocket Fuel logo, “Moment-Scoring,” “Marketing that Learns,” and other trademarks or service marks of Rocket Fuel appearing in this Annual Report on Form 10-K are the property of Rocket Fuel Inc. Trade names, trademarks and service marks of other companies appearing in this Annual Report on Form 10-K are the property of their respective holders and should be treated as such. |
• | expectations for financial performance in 2017, including revenue and the levels of operating expenses in the areas of research and development, sales and marketing and general and administrative; |
• | our goal of reducing the cost of customer service, operations, account management, IT, and general and administrative functions as a percentage of revenue in future periods; |
• | the impact that our sales strategies and our product mix, including our managed service and self-service platform offerings, will have on our revenue, media and other costs of revenue and gross margins; |
• | the expected impact of seasonality on our operating results; |
• | our expectations regarding our headcount needs in 2017; |
• | our ability to improve the productivity and efficiency of our resources and infrastructure; |
• | the expected impact of our expense reduction and operating efficiency initiatives |
• | our expectation regarding capital expenditures in 2017; |
• | the usefulness of non-GAAP financial measures, customer and operating metrics for understanding and evaluating our operating results; |
• | our plans to finance data center hardware requirements through capital leasing facilities; |
• | the adequacy of our office facilities to meet or exceed our needs for the immediate future and our ability to sublease unused facilities; |
• | our expectation that, subject to achieving our operating plan for 2017, existing cash and cash equivalents will be sufficient to meet our business requirements for at least the next 12 months; |
• | anticipated growth of the digital advertising market and of brand advertising as part of that market; |
• | the ability of our solutions to deliver intended results to customers, including but not limited to the ability of our Programmatic Marketing Platform to successfully combine the functionality of our DSP with features of our DMP in a manner that is attractive to customers and prospects; |
• | the ability to effectively market our Programmatic Marketing Platform, through the integration of technologies and capabilities arising from our acquisition of [x+1]; |
• | our ability to adapt our relationships with agencies and agency holding companies in light of the evolving competitive environment, and the anticipated success of our sales strategy; |
• | our expectation that we will improve our abilities to attract new customers, and to retain and gain a larger amount of our current customers’ advertising budgets; |
• | our ability to achieve revenue growth by better tailoring our sales model to differing sizes of customers and prospects, and by improving the focus of our sales representatives on our core offerings; |
• | our expectations regarding an increase in the number of active customers; |
• | our ability to avoid serving ads on unsafe or inappropriate websites or to non-human targets; |
• | our ability to continue to expand internationally; |
• | our expectation that, as our foreign sales and expenses increase, our operating results may be more affected by fluctuations in the exchange rates of the currencies in which we do business; and |
• | our intention to vigorously defend against pending securities lawsuits. |
• | Prospecting. Advertisers have various prospecting objectives, such as number of leads, sign-ups, registrations or sales. Our Predictive Marketing Platform is designed to track every impression delivered and continuously learn from campaign results to refine our delivery of impressions to the appropriate consumers and achieve each advertiser’s direct-response objectives. As our DSP optimizes over the course of campaigns, we believe that advertisers experience steady improvement against the prospecting goals they have defined. |
• | Retargeting. As advertisers succeed in bringing consumers to their websites, our retargeting offering uses our Moment Scoring Technology to help return those same or similar consumers to the advertisers’ websites, focusing specifically on the consumers most likely to perform a desired action. Unlike other retargeting solutions that merely display advertisements to every consumer that has visited an advertiser’s website regardless of the value of such placements, our offering focuses on consumers who represent high-value opportunities for re-engagement, aiming to reach them at the best time and in the best context to achieve the advertiser’s goals. |
• | Sales Uplift. We find that some sophisticated direct response advertisers and their agencies want to optimize not only for a specified digital outcome (such as completion of a form, or establishment of a digital shopping cart) but also to maximize truly incremental sales. This is measured as the increase in revenue compared to a control group of customers who were not exposed to similar advertising. Through the same kinds of techniques used for offline sales or brand equity lift, we can develop digital maps that can be calibrated against sales uplift. |
• | Reach, frequency and engagement. Traditionally, brand advertisers have focused on reach, frequency and engagement goals to assess the effectiveness of their advertising campaigns. Our DSP is designed to track, measure and optimize these goals through specific consumer actions, such as clicks, advertisement interactions and video completions. Our platform values and bids on billions of individual advertising impressions per day to maximize campaign performance measured against the goals defined by the advertiser. |
• | Audience Accuracy. Brand advertising is audience specific, and our DSP is designed to optimize towards a defined audience, most commonly a particular age and gender range as measured by third parties such as Nielsen, Comscore and others. |
• | Brand equity lift. Our DSP is designed to track, measure and optimize brand equity lift objectives. We use online surveys to measure these objectives, such as consumer awareness, recall, message association, purchase consideration, favorability and recommendation intent. Our technology is designed to automatically incorporate survey responses to enable optimization and calibration against online and offline brand equity lift as measured by third parties such as Nielsen, Comscore and others. |
• | Offline sales. Many interactions that consumers have with a brand occur offline. We are able to connect online activity to offline sales or responses by integrating a variety of industry-specific offline data sources, such as retail purchase activity, coupon usage and grocery store purchase activity. Our technology is designed to measure and optimize campaigns, while they run, to maximize offline impact as measured by third parties. |
• | Data Management: Our DMP is designed to allow marketers to ingest, analyze, segment, and export their own and third-party audience data for advertising, customer relationship management, or "CRM," email marketing, call-center routing, or other opportunities to touch consumers with a message or call-to-action. Our Predictive Marketing Platform allows marketers to leverage their own data within our DSP or other media buying platforms of their choice. |
• | Multi-modal Advertising Optimization: Our Predictive Marketing Platform is designed to allow marketers to seamlessly execute programmatic advertising campaigns globally through our platform, and apply learning and insights from the DMP to augment campaign performance. Moreover, our Predictive Marketing Platform is designed to enable cross-channel (e.g. display, video, mobile, and social) and cross-device (e.g. smartphone and desktop) campaigns, thereby reducing friction and eliminating the need to work with multiple companies that offer point solutions. |
• | Brand Assurance. Advertiser brand protection is a high priority for us. We have adopted a proactive approach designed to prevent us from serving advertisements on unsafe or inappropriate websites, and designed to protect advertisers from forms of fraud in the modern digital ecosystem. We have a brand-assurance team that monitors our brand safety efforts, makes policy decisions, offers guidance to advertisers and continuously analyzes and improves our Brand Assurance offering. We have proprietary technology designed to identify and block fraudulent activity, and we work with independent third parties to validate our approach and further our efforts against fraud. |
• | Insights. We identify the key drivers of an advertising campaign's success and help marketers improve and optimize future marketing strategies and creative development. Our Insights feature is designed to help advertisers understand what strategies are effective and why, and allows them to better understand the quality, composition and characteristics of the consumers their campaigns reach, including which consumers are most responsive to their messages. |
• | Artificial Intelligence. We employ AI technology, including predictive modeling and automated decision-making. Our platform has analyzed millions of attributes from our data warehouse, as evidenced by the billions of impressions and bid requests processed daily, to determine the most effective attributes, monitored in real time, to predict expected consumer response and precise impression value. |
• | Computational infrastructure. We use a combination of proprietary and open source software to achieve a horizontally scalable, global, distributed and fault-tolerant architecture, with the goal of enabling us to ensure the continuity of our business, regardless of local disruptions. Our computational infrastructure currently processes tens of billions of events per day and is designed in a way that enables us to add significant capacity to our platform as we scale our business without requiring any material design or architecture modifications. Our technology infrastructure is hosted across several data centers in co-location facilities in California, Germany, New Jersey, Nevada, Virginia, Hong Kong and the Netherlands. Our servers are custom designed by our engineering team. |
• | Big Data. We have built a multi-tier big data management system based on proprietary and open source software to help us maintain a variety of data in many different formats. Our data includes anonymized user profile data that is accessible at very low latencies and used to execute our campaigns. In addition, we maintain a large data warehouse with multi-petabytes of data that we use for algorithm training and reporting. |
• | Bidding adapters. Bidding adapters enable us to receive bid requests from real-time advertising exchanges, evaluate each request and either reject the request or respond with a bid. The adapters then present our proposed bid and advertisement to the advertising exchange in the format required by the exchange. Bidding adapters allow us to easily expand and adapt our platform across multiple inventory sources, including across different channels, such as display, mobile, video, and programmatic TV. |
• | User Interface and Reporting Tools. Based on the latest HTML5 technologies, our user interface provides flexible reporting and interactive visualization of the key drivers of success for each advertising campaign. We use these reporting and visualization products internally to manage campaigns, and provide advertisers with the ability to manage their own campaigns, form custom audiences and to gain campaign insights. |
• | Platform Convergence. To enhance our Predictive Marketing Platform, we continue to converge the best attributes from our DSP and our DMP for a unified user experience across our DSP, DMP and web site optimization interfaces. |
• | develop, offer, sell and provide effective service and support for competitive technology platforms and offerings that meet our advertisers’ and their agencies' needs as they change; |
• | develop competitive pricing models for our technology and services and manage margin compression in our managed service and platform solutions business; |
• | build a reputation for superior solutions and create trust and long-term relationships with advertisers and advertising agencies; |
• | partner with advertising agencies to offer solutions to their customers; |
• | attract, hire, integrate and retain qualified and motivated employees; |
• | expand our expertise in technologies required for our offerings, such as our self-service DSP and DMP platform solutions, that involve developing solutions for use directly by customers, including user interface development, user documentation and ongoing customer support and maintenance; |
• | effectively execute on cost-cutting and other operating efficiency initiatives in order to create more leverage in our business; |
• | distinguish ourselves from competitors in our industry while at the same time working with those competitors that also offer advertising inventory for our acquisition and placement; |
• | maintain, expand and develop new relationships with the sources of quality inventory through which we execute our customers’ advertising campaigns, including but not limited to Facebook inventory and premium inventory directly from publishers; |
• | respond to evolving industry standards, government regulations and customer requirements that impact our business, particularly in the areas of data collection and consumer privacy; |
• | prevent or otherwise mitigate failures or breaches of security or privacy; |
• | expand our business internationally; and |
• | obtain additional funding through public or private equity or debt financing. |
• | the addition or loss of customers; |
• | changes in demand and pricing for our solutions; |
• | changes in our revenue mix and shifts in media margins related to changes in our sales strategies or product mix that impact our profitability; |
• | the unpredictable nature of agency relationships; |
• | the seasonal nature of our customers’ spending on digital advertising campaigns; |
• | changes in our pricing policies or the pricing policies of our competitors; |
• | the pricing of advertising inventory or of other third-party services that we require; |
• | the introduction of new technologies, product or service offerings by our competitors; |
• | changes in our customers’ advertising budget allocations, agency affiliations, or marketing strategies, which could affect their interest in our solutions; |
• | changes and uncertainty in the regulatory environment for us or our customers; |
• | changes in the economic prospects of our customers or the economy generally, which could alter current or prospective customers’ spending priorities, or could increase the time or costs required to complete sales to customers; |
• | changes in the availability of advertising inventory through real-time advertising exchanges, or in the cost to reach end consumers through digital advertising; |
• | the rate of our investment in people and related infrastructure; |
• | the extent to which we expand operations outside of North America; |
• | changes in our capital expenditures and/or lease obligations as we acquire the computer hardware, equipment, facilities and other assets required to support our business; and |
• | the cost and potential outcomes of existing and future litigation, including, without limitation, the purported stockholder class action described below under “Risks Related to the Securities Markets and Ownership of our Common Stock—The price of our common stock has been volatile and the value of our common stock has declined substantially since our IPO." |
• | dispose of or sell our assets; |
• | make material changes in our business or management; |
• | consolidate or merge with other entities; |
• | incur additional indebtedness; |
• | create liens on our assets; |
• | pay dividends; |
• | make investments, including capital expenditures; |
• | enter into transactions with affiliates; and |
• | pay off or redeem subordinated indebtedness. |
• | monitoring and updating our technology infrastructure to maintain high performance and the security of our data centers and network; |
• | enhancing and automating work processes of our customer service and operations teams to ensure that our service professionals can efficiently and effectively support our customers; and |
• | enhancing our internal controls to ensure timely, accurate and highly efficient billing processes. |
• | The need to integrate the technology underlying an acquired company's products and services with our technology; |
• | The need to integrate an acquired company's sales organization with ours in a manner that will optimize sales of the combined company's offerings; |
• | The need to integrate an acquired company’s accounting, management information, human resources and other administrative systems to permit effective management and timely reporting and to reduce administrative costs; |
• | The possibility that the combined company will not achieve the expected benefits of the acquisition, including any anticipated operating and product synergies, as quickly as anticipated, if at all; |
• | The need to implement or remediate controls, procedures and policies appropriate for a public company in an acquired company that, prior to the acquisition, lacked these controls, procedures and policies; |
• | The need to address unfavorable revenue recognition or other accounting or tax treatment as a result of an acquired company’s practices; |
• | The possibility of higher than anticipated costs in continuing support and development of acquired products; in general and administrative functions that support new or multiple business models; or in compliance with associated regulations that are more complicated than we had anticipated; |
• | Cultural challenges associated with integrating employees from an acquired company or business into our organization, and the risk of attrition if integration is not successful; |
• | The possibility that we will be unable to retain key employees and maintain the key business and customer relationships of any business we acquire; |
• | The possibility that we will not discover important facts during due diligence for an acquisition that could have a material adverse impact on the value of any business we acquire and subject us to unexpected claims and liabilities, regulatory exposure and/or other expenses; |
• | Litigation or other claims in connection with, or inheritance of claims or litigation risks as a result of, an acquisition, including claims from terminated employees, customers or other third parties; |
• | Significant accounting charges resulting from the completion and integration of a sizable acquisition and related capital expenditures; |
• | Significant acquisition-related accounting adjustments that may cause reported revenue and profits of the combined company to be lower than the sum of their stand-alone revenue and profits; |
• | The possibility that the costs of, or operational difficulties arising from, an acquisition would be greater than anticipated; |
• | Additional country-specific risks, to the extent that we engage in strategic transactions outside of the United States, including risks related to integration of operations across different cultures and languages; currency risks; the particular economic, political and regulatory risks associated with specific countries; and the possibility that data privacy regulations in new markets may be applied differently to an acquired company's technology and practices than they are to our technology and practices; and |
• | The possibility that a change of control of a company we acquire triggers a termination of contractual or intellectual property rights important to the operation of its business. |
• | announcements of financial results, new offerings, products, services or technologies, initiatives, commercial relationships, acquisitions or other events by us, our competitors or others in our industry sector; |
• | price and volume fluctuations in the overall U.S. and foreign stock markets from time to time; |
• | significant volatility in the market price and trading volume of technology companies in general and of companies in the digital advertising industry in particular; |
• | fluctuations in the trading volume of our shares or the size of our public float; |
• | actual or anticipated changes or fluctuations in our results of operations; |
• | whether our results of operations meet the expectations of investors or securities analysts; |
• | actual or anticipated changes in the expectations of investors or securities analysts, whether due to our issuance of new guidance or otherwise; |
• | litigation involving us, our industry, or both; |
• | regulatory developments in the United States, foreign countries, or both; |
• | general economic conditions and trends; |
• | major catastrophic events; |
• | sales of large blocks of our common stock; |
• | departures of key employees; or |
• | an adverse impact on us from any of the other risks cited in this Risk Factors section. |
• | a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; |
• | the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror; |
• | the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; |
• | a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders; |
• | the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, our president, our secretary, or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; |
• | the requirement for the affirmative vote of holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business or our amended and restated bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt; |
• | the ability of our board of directors, by majority vote, to amend our amended and restated bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquiror to amend our amended and restated bylaws to facilitate an unsolicited takeover attempt; and |
• | advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us. |
High | Low | ||||||
Fiscal 2015 | |||||||
First Quarter | $ | 16.82 | $ | 9.05 | |||
Second Quarter | $ | 9.66 | $ | 7.53 | |||
Third Quarter | $ | 8.28 | $ | 4.41 | |||
Fourth Quarter | $ | 5.60 | $ | 2.80 | |||
Fiscal 2016 | |||||||
First Quarter | $ | 4.10 | $ | 2.61 | |||
Second Quarter | $ | 3.21 | $ | 2.09 | |||
Third Quarter | $ | 3.48 | $ | 2.15 | |||
Fourth Quarter | $ | 2.90 | $ | 1.70 |
Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||
October 1 - October 31, 2016 | — | $ | — | — | — | |||||||
November 1 - November 30, 2016 | — | — | — | — | ||||||||
December 1 - December 31, 2016 | — | — | — | — | ||||||||
Total | — | $ | — | — |
(1) | Under the 2008 Plan, participants may exercise options prior to vesting, subject to our right of repurchase if the participant ceases providing services to us prior to the date on which all shares issued upon exercise of the options have vested. All shares in the above table were shares repurchased as a result of our exercising this right of repurchase and not pursuant to a publicly announced plan or program. |
Years Ended December 31, | |||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||
Consolidated Statements of Operations Data: | |||||||||||||||||||
Revenue | $ | 456,263 | $ | 461,637 | $ | 408,641 | $ | 240,605 | $ | 106,589 | |||||||||
Costs and expenses: | |||||||||||||||||||
Media cost | 204,168 | 189,089 | 173,477 | 103,637 | 50,669 | ||||||||||||||
Other cost of revenue (1) | 85,120 | 79,867 | 48,586 | 21,883 | 9,342 | ||||||||||||||
Research and development (1) | 35,354 | 44,922 | 39,794 | 17,714 | 4,876 | ||||||||||||||
Sales and marketing (1) | 131,099 | 166,140 | 146,430 | 83,345 | 41,069 | ||||||||||||||
General and administrative (1) | 50,117 | 58,354 | 60,545 | 28,708 | 8,403 | ||||||||||||||
Impairment of goodwill | — | 117,521 | — | — | — | ||||||||||||||
Restructuring | 8,122 | 7,393 | — | — | — | ||||||||||||||
Total costs and expenses | 513,980 | 663,286 | 468,832 | 255,287 | 114,359 | ||||||||||||||
Operating loss | (57,717 | ) | (201,649 | ) | (60,191 | ) | (14,682 | ) | (7,770 | ) | |||||||||
Other expense, net: | |||||||||||||||||||
Interest expense | 4,466 | 4,563 | 3,092 | 917 | 316 | ||||||||||||||
Other (income) expense—net | 2,387 | 3,112 | 5,267 | 308 | (135 | ) | |||||||||||||
Change in fair value of convertible preferred stock warrant liability | — | — | — | 4,740 | 2,308 | ||||||||||||||
Loss before income taxes | (64,570 | ) | (209,324 | ) | (68,550 | ) | (20,647 | ) | (10,259 | ) | |||||||||
Income tax (benefit) provision | 1,125 | 1,221 | (4,239 | ) | 285 | 84 | |||||||||||||
Net loss | $ | (65,695 | ) | $ | (210,545 | ) | $ | (64,311 | ) | $ | (20,932 | ) | $ | (10,343 | ) | ||||
Basic and diluted net loss per share attributable to common stockholders (2) | $ | (1.47 | ) | $ | (4.95 | ) | $ | (1.74 | ) | $ | (1.38 | ) | $ | (1.29 | ) | ||||
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders | 44,579 | 42,551 | 37,001 | 15,177 | 8,024 |
(1) | Includes stock-based compensation expense as follows: |
Years Ended December 31, | |||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
(in thousands) | |||||||||||||||||||
Other cost of revenue | $ | 1,978 | $ | 1,975 | $ | 1,758 | $ | 471 | $ | 37 | |||||||||
Research and development | 3,523 | 7,706 | 5,039 | 2,308 | 734 | ||||||||||||||
Sales and marketing | 4,926 | 9,894 | 10,372 | 4,482 | 1,100 | ||||||||||||||
General and administrative | 4,762 | 6,399 | 6,361 | 3,581 | 1,450 | ||||||||||||||
$ | 15,189 | $ | 25,974 | $ | 23,530 | $ | 10,842 | $ | 3,321 |
(2) | See Note 10 to our Consolidated Financial Statements for a description of the method used to compute basic and diluted net loss per share attributable to common stockholders. |
As of December 31, | |||||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
(in thousands) | |||||||||||||||||||
Consolidated Balance Sheet Data: | |||||||||||||||||||
Cash and cash equivalents | $ | 84,024 | $ | 78,560 | $ | 107,056 | $ | 113,873 | $ | 14,896 | |||||||||
Property, equipment and software, net | 49,561 | 82,781 | 89,441 | 25,794 | 10,939 | ||||||||||||||
Working capital | 16,568 | 40,978 | 97,562 | 140,850 | 37,935 | ||||||||||||||
Total assets | 302,701 | 347,054 | 539,265 | 237,508 | 75,189 | ||||||||||||||
Debt obligations, current and non-current (3) | 71,190 | 63,337 | 69,040 | 26,811 | 6,966 | ||||||||||||||
Capital lease obligations, current and non-current | 15,046 | 20,457 | 17,823 | 615 | — | ||||||||||||||
Total stockholders’ equity | 87,151 | 133,900 | 312,766 | 143,167 | 40,863 |
(3) | The debt obligations as of December 31, 2016 and 2015 on the consolidated balance sheet are net of $0.3 million and $0.7 million in debt issuance costs, respectively. |
• | Media costs. These costs consist primarily of costs for advertising impressions we purchase from advertising exchanges, publishers and other third parties, which are expensed when incurred. We typically pay for these media costs on a per impression basis. We anticipate that our media costs will continue to vary with the related seasonal changes in revenue and overall growth in revenue. In the fourth quarter of fiscal year 2016, we reported a sequential increase in media costs as an increasing percentage of our revenue is generated by Platform Solutions offerings, which have substantially lower media margins (revenue minus media costs) and with our largest customers, that typically have lower media margins. Over the longer term, if we are successful with our efforts to increase the Platform Solutions business as part of our revenue mix, and/or are successful in structuring large agency trading desk deals, we expect the resulting changes in revenue mix to continue to increase our media costs as a percentage of total revenue. |
• | Other cost of revenue. These costs include personnel costs, depreciation and amortization expense, amortization of internal-use software development costs, third-party inventory validation and data vendor costs, data center hosting costs and allocated costs. The personnel costs are primarily attributable to individuals maintaining our servers and members of our operations and analytics groups, which initiates, sets up, launches and monitors our advertising campaigns or implements and supports our platform. We capitalize costs associated with our platform software that is developed or obtained for internal-use, and amortize these costs in other cost of revenue over the internal-use software’s useful life. Third-party inventory validation and data vendor costs consist primarily of costs to augment campaign performance and monitor our brand safety efforts. Other cost of revenue also includes third-party data center costs and depreciation of data center equipment. We anticipate that our other cost of revenue will remain at a similar percentage of total revenue in fiscal 2017 as in fiscal year 2016. |
• | Research and development. Our research and development expenses consist primarily of personnel costs and professional services associated with the ongoing development and maintenance of our technology. We believe that continued investment in technology is critical to pursuing our strategic objectives and we will prioritize resources on the most critical projects. Consistent with GAAP, we capitalize a portion of our software development costs, and amortize such costs to Other Costs of Revenue over the useful periods of the projects' lives. In fiscal 2017, we expect research and development expenses (net of amounts capitalized in software development costs) to remain at a similar percentage of total revenue from fiscal year 2016 levels. |
• | Sales and marketing. Our sales and marketing expenses consist primarily of personnel costs (including sales commissions) and allocated costs, professional services, brand marketing, travel, trade shows and marketing materials. Our sales and marketing organization focuses on marketing our solutions to generate awareness, as well as increasing the adoption of our solutions by existing and new advertisers and agencies. In fiscal year 2017, we expect overall sales and marketing expenses to decrease from fiscal year 2016 levels. |
• | General and administrative. Our general and administrative expenses consist primarily of personnel costs associated with our executive, IT, finance, legal, human resources, compliance and other administrative functions, as well as accounting, audit and legal professional services fees, allocated costs and other corporate expenses. Other miscellaneous expenses primarily include local taxes and fees. In fiscal year 2017, we expect general and administrative expenses to decrease from fiscal year 2016 levels. |
• | Restructuring expense. Restructuring expense is related to severance payments to employees, exit costs for excess facilities, depreciation or impairments of lease-related assets and the release of deferred rent liabilities related to terminated leases. We expect to incur additional restructuring related expenses (net of gains) as we continue to restructure our facilities in fiscal year 2017. Refer to Note 7 and 16 to our Consolidated Financial Statements in Part II, Item 8 in this Annual Report on Form 10-K for details of our restructuring expenses. |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Consolidated Statements of Operations Data: | |||||||||||
Revenue | $ | 456,263 | $ | 461,637 | $ | 408,641 | |||||
Costs and expenses: | |||||||||||
Media cost | 204,168 | 189,089 | 173,477 | ||||||||
Other cost of revenue (1) | 85,120 | 79,867 | 48,586 | ||||||||
Research and development (1) | 35,354 | 44,922 | 39,794 | ||||||||
Sales and marketing (1) | 131,099 | 166,140 | 146,430 | ||||||||
General and administrative (1) | 50,117 | 58,354 | 60,545 | ||||||||
Impairment of goodwill | — | 117,521 | — | ||||||||
Restructuring | 8,122 | 7,393 | — | ||||||||
Total costs and expenses | 513,980 | 663,286 | 468,832 | ||||||||
Operating loss | (57,717 | ) | (201,649 | ) | (60,191 | ) | |||||
Interest expense | 4,466 | 4,563 | 3,092 | ||||||||
Other (income) expense, net | 2,387 | 3,112 | 5,267 | ||||||||
Loss before income taxes | (64,570 | ) | (209,324 | ) | (68,550 | ) | |||||
Income tax (benefit) provision | 1,125 | 1,221 | (4,239 | ) | |||||||
Net loss | $ | (65,695 | ) | $ | (210,545 | ) | $ | (64,311 | ) | ||
Net loss per share, basic and diluted | $ | (1.47 | ) | $ | (4.95 | ) | $ | (1.74 | ) |
(1) | Includes stock-based compensation expense as follows (in thousands): |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Other cost of revenue | $ | 1,978 | $ | 1,975 | $ | 1,758 | |||||
Research and development | 3,523 | 7,706 | 5,039 | ||||||||
Sales and marketing | 4,926 | 9,894 | 10,372 | ||||||||
General and administrative | 4,762 | 6,399 | 6,361 | ||||||||
Total | $ | 15,189 | $ | 25,974 | $ | 23,530 |
Years ended December 31, | ||||||||
2016 | 2015 | 2014 | ||||||
Consolidated Statements of Operations Data: * | ||||||||
Revenue | 100 | % | 100 | % | 100 | % | ||
Costs and expenses: | ||||||||
Media cost | 45 | 41 | 42 | |||||
Other cost of revenue | 19 | 17 | 12 | |||||
Research and development | 8 | 10 | 10 | |||||
Sales and marketing | 29 | 36 | 36 | |||||
General and administrative | 11 | 13 | 15 | |||||
Impairment of goodwill | — | 25 | — | |||||
Restructuring | 2 | 2 | — | |||||
Total costs and expenses | 114 | 144 | 115 | |||||
Operating loss | (14 | ) | (44 | ) | (15 | ) | ||
Interest expense | 1 | 1 | 1 | |||||
Other (income) expense, net | 1 | 1 | 1 | |||||
Loss before income taxes | (16 | ) | (46 | ) | (17 | ) | ||
Income tax (benefit) provision | — | — | (1 | ) | ||||
Net loss | (16 | )% | (46 | )% | (16 | )% |
* | Certain figures may not sum due to rounding. |
Years ended December 31, | % Change | ||||||||||||||||
2016 | 2015 | 2014 | 2016 vs 2015 | 2015 vs 2014 | |||||||||||||
(in thousands, except percentages) | |||||||||||||||||
Revenue | $ | 456,263 | $ | 461,637 | $ | 408,641 | (1 | %) | 13 | % |
Years ended December 31, | % Change | ||||||||||||||||
2016 | 2015 | 2014 | 2016 vs 2015 | 2015 vs 2014 | |||||||||||||
(in thousands, except percentages) | |||||||||||||||||
Media Cost | $ | 204,168 | $ | 189,089 | $ | 173,477 | 8 | % | 9 | % | |||||||
Other cost of revenue | $ | 85,120 | $ | 79,867 | $ | 48,586 | 7 | % | 64 | % | |||||||
Headcount (at period end) | 191 | 143 | 161 | 34 | % | (11 | %) |
Years ended December 31, | % Change | ||||||||||||||||
2016 | 2015 | 2014 | 2016 vs 2015 | 2015 vs 2014 | |||||||||||||
(in thousands, except percentages) | |||||||||||||||||
Research and development | $ | 35,354 | $ | 44,922 | $ | 39,794 | (21 | %) | 13 | % | |||||||
Percent of revenue | 8 | % | 10 | % | 10 | % | |||||||||||
Headcount (at period end) | 126 | 160 | 196 | (21 | %) | (18 | %) |
Years ended December 31, | % Change | ||||||||||||||||
2016 | 2015 | 2014 | 2016 vs 2015 | 2015 vs 2014 | |||||||||||||
(in thousands, except percentages) | |||||||||||||||||
Sales and marketing | $ | 131,099 | $ | 166,140 | $ | 146,430 | (21 | %) | 13 | % | |||||||
Percent of revenue | 29 | % | 36 | % | 36 | % | |||||||||||
Headcount (at period end) | 392 | 511 | 594 | (23 | %) | (14 | %) |
Years ended December 31, | % Change | ||||||||||||||||
2016 | 2015 | 2014 | 2016 vs 2015 | 2015 vs 2014 | |||||||||||||
(in thousands, except percentages) | |||||||||||||||||
General and administrative | $ | 50,117 | $ | 58,354 | $ | 60,545 | (14 | %) | (4 | %) | |||||||
Percent of revenue | 11 | % | 13 | % | 15 | % | |||||||||||
Headcount (at period end) | 142 | 140 | 172 | 1 | % | (19 | %) |
Years ended December 31, | % Change | ||||||||||||||||
2016 | 2015 | 2014 | 2016 vs 2015 | 2015 vs 2014 | |||||||||||||
(in thousands, except percentages) | |||||||||||||||||
Goodwill impairment | $ | — | $ | 117,521 | $ | — | (100 | %) | 100 | % | |||||||
Percent of revenue | — | % | 25 | % | — | % |
Years ended December 31, | % Change | ||||||||||||||||
2016 | 2015 | 2014 | 2016 vs 2015 | 2015 vs 2014 | |||||||||||||
(in thousands, except percentages) | |||||||||||||||||
Restructuring charges | $ | 8,122 | $ | 7,393 | $ | — | 10 | % | 100 | % | |||||||
Percent of revenue | 2 | % | 2 | % | — | % |
Years ended December 31, | % Change | ||||||||||||||||
2016 | 2015 | 2014 | 2016 vs 2015 | 2015 vs 2014 | |||||||||||||
(in thousands, except percentages) | |||||||||||||||||
Interest expense | $ | 4,466 | $ | 4,563 | $ | 3,092 | (2 | )% | 48 | % | |||||||
Other (income) expense, net | 2,387 | 3,112 | 5,267 | (23 | )% | (41 | )% | ||||||||||
Total | $ | 6,853 | $ | 7,675 | $ | 8,359 | (11 | )% | (8 | )% |
Three Months Ended | ||||||||||||||||||||||||||||||||
Dec 31, 2016 | Sep 30, 2016 | Jun 30, 2016 | Mar 31, 2016 | Dec 31, 2015 | Sep 30, 2015 | Jun 30, 2015 | Mar 31, 2015 | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Consolidated Statements of Operations Data: | ||||||||||||||||||||||||||||||||
Revenue | $ | 124,830 | $ | 109,720 | $ | 116,968 | $ | 104,745 | $ | 125,401 | $ | 111,836 | $ | 120,065 | $ | 104,334 | ||||||||||||||||
Costs and expenses: | ||||||||||||||||||||||||||||||||
Media costs | 63,595 | 47,092 | 50,922 | 42,559 | 50,700 | 43,673 | 49,155 | 45,561 | ||||||||||||||||||||||||
Other cost of revenue (1) | 21,848 | 22,790 | 20,397 | 20,085 | 19,980 | 20,105 | 19,826 | 19,956 | ||||||||||||||||||||||||
Research and development (1) | 7,364 | 7,913 | 9,438 | 10,639 | 10,786 | 11,022 | 11,791 | 11,323 | ||||||||||||||||||||||||
Sales and marketing (1) | 28,985 | 29,084 | 36,190 | 36,840 | 39,831 | 41,681 | 41,750 | 42,878 | ||||||||||||||||||||||||
General and administrative (1) | 11,119 | 11,912 | 12,765 | 14,321 | 13,691 | 12,328 | 14,761 | 17,574 | ||||||||||||||||||||||||
Impairment of goodwill | — | — | — | — | — | 117,521 | — | — | ||||||||||||||||||||||||
Restructuring | 6,555 | — | 1,766 | (199 | ) | 922 | — | 6,471 | — | |||||||||||||||||||||||
Total costs and expenses | 139,466 | 118,791 | 131,478 | 124,245 | 135,910 | 246,330 | 143,754 | 137,292 | ||||||||||||||||||||||||
Operating loss | (14,636 | ) | (9,071 | ) | (14,510 | ) | (19,500 | ) | (10,509 | ) | (134,494 | ) | (23,689 | ) | (32,958 | ) | ||||||||||||||||
Interest expense | 1,115 | 1,082 | 1,032 | 1,237 | 1,090 | 1,087 | 1,045 | 1,340 | ||||||||||||||||||||||||
Other (income) expense, net | 1,304 | 411 | 866 | (194 | ) | 803 | 797 | (696 | ) | 2,208 | ||||||||||||||||||||||
Loss before income taxes | (17,055 | ) | (10,564 | ) | (16,408 | ) | (20,543 | ) | (12,402 | ) | (136,378 | ) | (24,038 | ) | (36,506 | ) | ||||||||||||||||
Income tax (benefit) provision | 438 | 171 | 285 | 230 | 279 | 213 | 372 | 357 | ||||||||||||||||||||||||
Net loss | (17,493 | ) | (10,735 | ) | (16,693 | ) | (20,773 | ) | (12,681 | ) | (136,591 | ) | (24,410 | ) | (36,863 | ) | ||||||||||||||||
Loss per share: | ||||||||||||||||||||||||||||||||
Net loss per share, basic and diluted | $ | (0.38 | ) | $ | (0.24 | ) | $ | (0.38 | ) | $ | (0.48 | ) | $ | (0.29 | ) | $ | 3.19 | $ | 0.58 | $ | 0.88 |
(1) | Includes stock-based compensation expense as follows: |
Three Months Ended | ||||||||||||||||||||||||||||||||
Dec 31, 2016 | Sep 30, 2016 | Jun 30, 2016 | Mar 31, 2016 | Dec 31, 2015 | Sep 30, 2015 | Jun 30, 2015 | Mar 31, 2015 | |||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||
Other cost of revenue | $ | 432 | $ | 523 | $ | 493 | $ | 530 | $ | 408 | $ | 465 | $ | 477 | $ | 625 | ||||||||||||||||
Research and development | 726 | 451 | 981 | 1,365 | 1,937 | 1,688 | 1,834 | 2,247 | ||||||||||||||||||||||||
Sales and marketing | 1,069 | 1,011 | 1,357 | 1,489 | 2,260 | 2,478 | 2,325 | 2,831 | ||||||||||||||||||||||||
General and administrative | 958 | 1,127 | 1,251 | 1,426 | 1,180 | 1,676 | 1,798 | 1,744 | ||||||||||||||||||||||||
$ | 3,185 | $ | 3,112 | $ | 4,082 | $ | 4,810 | $ | 5,785 | $ | 6,307 | $ | 6,434 | $ | 7,447 |
Three Months Ended | ||||||||||||||||||||||||
Dec 31, 2016 | Sep 30, 2016 | Jun 30, 2016 | Mar 31, 2016 | Dec 31, 2015 | Sep 30, 2015 | Jun 30, 2015 | Mar 31, 2015 | |||||||||||||||||
(as a percentage of revenue) | ||||||||||||||||||||||||
Consolidated Statements of Operations Data:* | ||||||||||||||||||||||||
Revenue | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||
Costs and expenses: | ||||||||||||||||||||||||
Media costs | 51 | 43 | 44 | 41 | 40 | 39 | 41 | 44 | ||||||||||||||||
Other cost of revenue (1) | 18 | 21 | 17 | 19 | 16 | 18 | 17 | 19 | ||||||||||||||||
Research and development (1) | 5 | 7 | 8 | 10 | 8 | 10 | 10 | 11 | ||||||||||||||||
Sales and marketing (1) | 23 | 27 | 31 | 35 | 32 | 37 | 35 | 41 | ||||||||||||||||
General and administrative (1) | 9 | 11 | 11 | 14 | 11 | 11 | 12 | 17 | ||||||||||||||||
Impairment of goodwill | — | — | — | — | — | 105 | — | — | ||||||||||||||||
Restructuring | 5 | — | 2 | — | 1 | — | 5 | — | ||||||||||||||||
Total cost and expenses | 111 | 108 | 112 | 119 | 108 | 220 | 120 | 132 | ||||||||||||||||
Operating loss | (12 | )% | (8 | ) | (12 | ) | (19 | ) | (8 | ) | (120 | ) | (20 | ) | (32 | ) | ||||||||
Interest expense | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||
Other (income) expense, net | 1 | — | 1 | — | 1 | 1 | (1 | ) | 2 | |||||||||||||||
Loss before income taxes | (14 | )% | (10 | ) | (14 | ) | (20 | ) | (10 | ) | (122 | ) | (20 | ) | (35 | ) | ||||||||
Income tax (benefit) provision | — | — | — | — | — | — | — | — | ||||||||||||||||
Net loss | (14 | )% | (10 | )% | (14 | )% | (20 | )% | (10 | )% | (122 | )% | (20 | )% | (35 | )% |
* | Certain figures may not sum due to rounding. |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Consolidated Statements of Cash Flows Data: | |||||||||||
Cash flows provided by (used in) operating activities | $ | 20,773 | $ | 4,461 | $ | (6,314 | ) | ||||
Cash flows used in investing activities | (15,731 | ) | (23,592 | ) | (155,112 | ) | |||||
Cash flows provided by (used in) financing activities | 894 | (9,394 | ) | 154,859 | |||||||
Effects of exchange rates on cash | (472 | ) | 29 | (250 | ) | ||||||
Increase (decrease) in cash and cash equivalents | $ | 5,464 | $ | (28,496 | ) | $ | (6,817 | ) |
Payments Due by Period | |||||||||||||||||||
Total | Less Than 1 Year | 1–3 Years | 3–5 Years | More Than 5 Years | |||||||||||||||
Operating lease obligations | $ | 63,380 | $ | 12,373 | $ | 20,519 | $ | 13,463 | $ | 17,025 | |||||||||
Capital lease obligations | 15,046 | 8,325 | 6,443 | 278 | — | ||||||||||||||
Revolving credit facility (1) | 71,500 | 71,500 | — | — | — | ||||||||||||||
Total minimum payments | $ | 149,926 | $ | 92,198 | $ | 26,962 | $ | 13,741 | $ | 17,025 |
(1) | Accrues interest, at our option, at (i) a base rate determined in accordance with the 2016 Loan Facility, plus a spread of 2.000% to 2.500%, or (ii) a LIBOR rate determined in accordance with the credit agreement, plus a spread of 3.000% to 3.500%, which was equal to 3.49%, as of December 31, 2016, and has a final maturity date in December 2018 following the February 14, 2017 amendment. |
Consolidated Financial Statements: | |
December 31, | |||||||
2016 | 2015 | ||||||
Assets | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 84,024 | $ | 78,560 | |||
Accounts receivable, net | 125,755 | 124,998 | |||||
Prepaid expenses | 2,598 | 3,803 | |||||
Other current assets | 3,049 | 2,081 | |||||
Total current assets | 215,426 | 209,442 | |||||
Property, equipment and software, net | 49,561 | 82,781 | |||||
Restricted cash | 1,749 | 2,141 | |||||
Intangible assets, net | 34,874 | 50,919 | |||||
Deferred tax assets, net | 574 | 718 | |||||
Other assets | 517 | 1,053 | |||||
Total assets | $ | 302,701 | $ | 347,054 | |||
Liabilities and Stockholders’ Equity | |||||||
Current Liabilities: | |||||||
Accounts payable | $ | 83,001 | $ | 71,292 | |||
Accrued and other current liabilities | 33,486 | 40,734 | |||||
Deferred revenue | 2,856 | 2,116 | |||||
Current portion of capital leases | 8,325 | 8,602 | |||||
Current portion of debt | 71,190 | 45,720 | |||||
Total current liabilities | 198,858 | 168,464 | |||||
Debt - Less current portion | — | 17,617 | |||||
Capital leases—Less current portion | 6,721 | 11,855 | |||||
Deferred rent—Less current portion | 9,121 | 14,042 | |||||
Other liabilities | 850 | 1,176 | |||||
Total liabilities | 215,550 | 213,154 | |||||
Commitments and contingencies (Note 12) | |||||||
Stockholders’ Equity | |||||||
Common stock, $0.001 par value— 1,000,000,000 authorized as of December 31, 2016 and 2015, respectively; 46,218,687 and 43,567,016 issued and outstanding as of December 31, 2016 and 2015, respectively | 46 | 44 | |||||
Additional paid-in capital | 473,056 | 453,338 | |||||
Accumulated other comprehensive loss | (925 | ) | (151 | ) | |||
Accumulated deficit | (385,026 | ) | (319,331 | ) | |||
Total stockholders’ equity | 87,151 | 133,900 | |||||
Total liabilities and stockholders’ equity | $ | 302,701 | $ | 347,054 |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Revenue | $ | 456,263 | $ | 461,637 | $ | 408,641 | |||||
Costs and expenses: | |||||||||||
Media costs | 204,168 | 189,089 | 173,477 | ||||||||
Other cost of revenue | 85,120 | 79,867 | 48,586 | ||||||||
Research and development | 35,354 | 44,922 | 39,794 | ||||||||
Sales and marketing | 131,099 | 166,140 | 146,430 | ||||||||
General and administrative | 50,117 | 58,354 | 60,545 | ||||||||
Impairment of goodwill | — | 117,521 | — | ||||||||
Restructuring | 8,122 | 7,393 | — | ||||||||
Total costs and expenses | 513,980 | 663,286 | 468,832 | ||||||||
Operating loss | (57,717 | ) | (201,649 | ) | (60,191 | ) | |||||
Interest expense | 4,466 | 4,563 | 3,092 | ||||||||
Other (income) expense, net | 2,387 | 3,112 | 5,267 | ||||||||
Loss before income taxes | (64,570 | ) | (209,324 | ) | (68,550 | ) | |||||
Income tax provision (benefit) | 1,125 | 1,221 | (4,239 | ) | |||||||
Net loss | $ | (65,695 | ) | $ | (210,545 | ) | $ | (64,311 | ) | ||
Basic and diluted net loss per share attributable to common stockholders | $ | (1.47 | ) | $ | (4.95 | ) | $ | (1.74 | ) | ||
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders | 44,579 | 42,551 | 37,001 |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net loss | $ | (65,695 | ) | $ | (210,545 | ) | $ | (64,311 | ) | ||
Other comprehensive income (loss): (1) | |||||||||||
Foreign currency translation adjustments | (774 | ) | (31 | ) | (105 | ) | |||||
Comprehensive loss | $ | (66,469 | ) | $ | (210,576 | ) | $ | (64,416 | ) |
Common Stock | Additional Paid-In | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||
Shares | Amount | Capital | Income (Loss) | Deficit | Equity | ||||||||||||
Balance—December 31, 2013 | 32,825,992 | $ | 33 | $ | 187,624 | $ | (15 | ) | $ | (44,475 | ) | $ | 143,167 | ||||
Issuance of common stock upon exercises of employee stock options, net of repurchases | 1,473,565 | 2 | 4,543 | — | — | 4,545 | |||||||||||
Issuance of common stock upon vesting of restricted stock units | 118,147 | — | — | — | — | — | |||||||||||
Shares withheld related to net share settlement of restricted stock units | (38,242 | ) | — | (567 | ) | — | — | (567 | ) | ||||||||
Issuance of common stock in connection with acquisition | 5,253,084 | 5 | 82,416 | — | — | 82,421 | |||||||||||
Issuance of common stock from follow-on offering, net of issuance costs | 2,000,000 | 2 | 115,401 | — | — | 115,403 | |||||||||||
Issuance of common stock in connection with employee stock purchase plan | 369,987 | — | 6,454 | — | — | 6,454 | |||||||||||
Stock-based compensation | — | — | 25,481 | — | — | 25,481 | |||||||||||
Foreign currency translation adjustment | — | — | — | (105 | ) | — | (105 | ) | |||||||||
Tax benefit from stock-based award activity | — | — | 278 | — | — | 278 | |||||||||||
Net loss | — | — | — | — | (64,311 | ) | (64,311 | ) | |||||||||
Balance—December 31, 2014 | 42,002,533 | 42 | 421,630 | (120 | ) | (108,786 | ) | 312,766 | |||||||||
Issuance of common stock upon exercises of employee stock options, net of repurchases | 420,163 | — | 1,145 | — | — | 1,145 | |||||||||||
Issuance of common stock upon vesting of restricted stock units | 646,395 | 1 | — | — | — | 1 | |||||||||||
Shares withheld related to net share settlement of restricted stock units | (230,666 | ) | — | (1,432 | ) | — | — | (1,432 | ) | ||||||||
Issuance of common stock in connection with employee stock purchase plan | 728,591 | 1 | 3,579 | — | — | 3,580 | |||||||||||
Stock-based compensation | — | — | 28,589 | — | — | 28,589 | |||||||||||
Foreign currency translation adjustment | — | — | — | (31 | ) | — | (31 | ) | |||||||||
Tax shortfalls, net of benefits, from stock-based award activity | — | — | (173 | ) | — | — | (173 | ) | |||||||||
Net loss | — | — | — | — | (210,545 | ) | (210,545 | ) | |||||||||
Balance—December 31, 2015 | 43,567,016 | 44 | 453,338 | (151 | ) | (319,331 | ) | 133,900 | |||||||||
Issuance of common stock upon exercises of employee stock options, net of repurchases | 228,992 | — | 203 | — | — | 203 | |||||||||||
Issuance of common stock via at-the-market share offering, net of issuance costs | 697,405 | — | 1,536 | — | — | 1,536 | |||||||||||
Issuance of common stock upon vesting of restricted stock units | 1,202,229 | 1 | (1 | ) | — | — | — | ||||||||||
Shares withheld related to net share settlement of restricted stock units | (454,951 | ) | — | (1,266 | ) | — | — | (1,266 | ) | ||||||||
Issuance of common stock in connection with employee stock purchase plan | 977,996 | 1 | 1,812 | — | — | 1,813 | |||||||||||
Stock-based compensation | — | — | 17,480 | — | — | 17,480 | |||||||||||
Foreign currency translation adjustment | — | — | — | (774 | ) | — | (774 | ) | |||||||||
Tax shortfalls, net of benefits, from stock-based award activity | — | — | (46 | ) | — | — | (46 | ) | |||||||||
Net loss | — | — | — | — | (65,695 | ) | (65,695 | ) | |||||||||
Balance—December 31, 2016 | 46,218,687 | $ | 46 | $ | 473,056 | $ | (925 | ) | $ | (385,026 | ) | $ | 87,151 |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
OPERATING ACTIVITIES: | |||||||||||
Net loss | $ | (65,695 | ) | $ | (210,545 | ) | $ | (64,311 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
Impairment of goodwill | — | 117,521 | — | ||||||||
Depreciation and amortization | 49,119 | 50,762 | 23,670 | ||||||||
Impairment of long-lived assets | 4,195 | 6,633 | — | ||||||||
Accelerated amortization of leasehold improvements | 14,948 | — | — | ||||||||
Stock-based compensation | 15,189 | 25,974 | 23,838 | ||||||||
Deferred taxes | 157 | (379 | ) | (5,418 | ) | ||||||
Excess tax benefit from stock-based activity | — | — | (278 | ) | |||||||
Provision for sales returns and doubtful accounts receivable | 2,351 | 1,127 | 459 | ||||||||
Other non-cash adjustments, net | 2,053 | 372 | 412 | ||||||||
Changes in operating assets and liabilities, net of effects of acquisition: | |||||||||||
Accounts receivable | (3,108 | ) | 9,275 | (25,134 | ) | ||||||
Prepaid expenses and other assets | (70 | ) | 9,128 | (9,153 | ) | ||||||
Accounts payable, accrued and other liabilities | 14,616 | (3,746 | ) | 25,867 | |||||||
Deferred rent | (13,722 | ) | (3,184 | ) | 24,068 | ||||||
Deferred revenue | 740 | 1,523 | (334 | ) | |||||||
Net cash provided by (used in) operating activities | 20,773 | 4,461 | (6,314 | ) | |||||||
INVESTING ACTIVITIES: | |||||||||||
Purchases of property, equipment and software | (5,419 | ) | (11,512 | ) | (47,865 | ) | |||||
Business acquisition, net | — | (367 | ) | (97,444 | ) | ||||||
Capitalized internal-use software development costs | (10,768 | ) | (12,402 | ) | (7,600 | ) | |||||
Other investing activities | 456 | 689 | (2,203 | ) | |||||||
Net cash used in investing activities | (15,731 | ) | (23,592 | ) | (155,112 | ) | |||||
FINANCING ACTIVITIES: | |||||||||||
Proceeds from issuance of stock, net of issuance costs | — | — | 115,403 | ||||||||
Proceeds from exercise of common stock options | 239 | 940 | 3,725 | ||||||||
Proceeds from at-the-market share offering, net of issuance costs | 1,536 | — | — | ||||||||
Excess tax benefit from stock-based activity | — | — | 278 | ||||||||
Proceeds from issuance of common stock from employee stock purchase plan | 1,812 | 3,579 | 6,454 | ||||||||
Tax withholdings related to net share settlements of restricted stock units | (1,266 | ) | (1,432 | ) | (567 | ) | |||||
Repayment of capital lease obligations | (8,777 | ) | (6,239 | ) | (1,335 | ) | |||||
Proceeds from debt facilities, net of debt issuance costs | 31,350 | (242 | ) | 44,479 | |||||||
Repayment of debt facilities | (24,000 | ) | (6,000 | ) | (13,578 | ) | |||||
Net cash provided by (used in) financing activities | 894 | (9,394 | ) | 154,859 | |||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (472 | ) | 29 | (250 | ) | ||||||
CHANGE IN CASH AND CASH EQUIVALENTS | 5,464 | (28,496 | ) | (6,817 | ) | ||||||
CASH AND CASH EQUIVALENTS—Beginning of period | 78,560 | 107,056 | 113,873 | ||||||||
CASH AND CASH EQUIVALENTS—End of period | $ | 84,024 | $ | 78,560 | $ | 107,056 | |||||
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | |||||||||||
Cash paid for income taxes, net of refunds | $ | 496 | $ | 1,251 | $ | 1,035 | |||||
Cash paid for interest | 3,890 | 3,936 | 2,840 | ||||||||
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
Purchases of property and equipment recorded in accounts payable and accruals | $ | 771 | $ | 1,048 | $ | 2,077 | |||||
Offering costs recorded in accrued liabilities | 36 | — | — | ||||||||
Property, plant and equipment acquired under capital lease obligations | 3,367 | 8,797 | 18,619 | ||||||||
Vesting of early exercised options | 65 | 167 | 742 | ||||||||
Stock-based compensation capitalized in internal-use software costs | 2,293 | 2,616 | 1,643 | ||||||||
Issuance of common stock in connection with acquisition | — | — | 82,421 |
Years ended December 31, | Allowances Beginning Balance | Charged Against Revenue | Charged to Expense | Write-offs, Adjustments, Net of Recovery | Allowances Ending Balance | |||||||||||||||
2016 | $ | 3,338 | $ | 572 | $ | 2,146 | $ | (3,040 | ) | $ | 3,016 | |||||||||
2015 | 2,211 | 1,252 | 390 | (515 | ) | $ | 3,338 | |||||||||||||
2014 | 1,752 | 796 | 523 | (860 | ) | $ | 2,211 |
Asset Classification | Estimated Useful Life |
Capitalized internal-use software costs | 2–3 years |
Computer hardware and software | 2–3 years |
Furniture and fixtures | 5 years |
Level 1 | Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Pricing inputs are based upon quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. For securities, the valuations are based on quoted prices of the security that are readily and regularly available in an active market, and accordingly, a significant degree of judgment is not required. As of December 31, 2016 and 2015, the Company used Level 1 assumptions for its money market funds. |
Level 2 | Pricing inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. As of December 31, 2016 and 2015, the Company did not have any Level 2 financial assets or liabilities. |
Level 3 | Pricing inputs are generally unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. As of December 31, 2016 and 2015, the Company did not have any Level 3 financial assets or liabilities. |
December 31, 2016 | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
Money market funds (included in cash and cash equivalents) | $ | 22,907 | $ | 22,907 | $ | — | $ | — |
December 31, 2015 | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
Money market funds (included in cash and cash equivalents) | $ | 22,906 | $ | 22,906 | $ | — | $ | — |
December 31, | |||||||
2016 | 2015 | ||||||
Capitalized internal-use software costs | $ | 51,877 | $ | 38,879 | |||
Computer hardware and software | 60,656 | 57,827 | |||||
Furniture and fixtures | 10,903 | 13,619 | |||||
Leasehold improvements | 16,068 | 39,956 | |||||
Total | 139,504 | 150,281 | |||||
Accumulated depreciation and amortization | (89,943 | ) | (67,500 | ) | |||
Total property, equipment and software, net | $ | 49,561 | $ | 82,781 |
Purchase consideration: | |||
Cash | $ | 98,045 | |
Fair value of shares of common stock transferred | 82,421 | ||
Total purchase price | $ | 180,466 |
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 |
Goodwill | |||
Balance as of December 31, 2014 | $ | 115,412 | |
Goodwill adjustment recorded during the three months ended September 30, 2015 (1) | 2,109 | ||
Goodwill impairment recorded during the three months ended September 30, 2015 | (117,521 | ) | |
Balance as of December 30, 2015 and December 30, 2016 | $ | — |
As of December 31, 2016 | As of December 31, 2015 | ||||||||||||||||||||||||
Estimated Useful Life (in years) | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||
Developed technology | 3-4 | $ | 42,100 | $ | (26,887 | ) | $ | 15,213 | $ | 42,100 | $ | (15,295 | ) | $ | 26,805 | ||||||||||
Customer relationships | 7-8 | 27,700 | (8,039 | ) | 19,661 | 27,700 | (4,573 | ) | 23,127 | ||||||||||||||||
Trademarks | 5 | 2,000 | (2,000 | ) | — | 2,000 | (2,000 | ) | — | ||||||||||||||||
Non-compete agreements | 2 | 2,900 | (2,900 | ) | — | 2,900 | (1,913 | ) | 987 | ||||||||||||||||
Total | $ | 74,700 | (39,826 | ) | 34,874 | $ | 74,700 | (23,781 | ) | 50,919 |
Year ending December 31, | Amortization | |||
2017 | $ | 13,695 | ||
2018 | 8,451 | |||
2019 | 3,466 | |||
2020 | 3,466 | |||
2021 | 3,457 | |||
Thereafter | 2,339 | |||
Total | $ | 34,874 |
December 31, | |||||||
2016 | 2015 | ||||||
Payroll and benefit related expenses | $ | 15,131 | $ | 15,255 | |||
Deferred rent, current portion | 1,588 | 10,708 | |||||
Rebates payable | 4,668 | 3,899 | |||||
Other accrued expenses | 12,099 | 10,872 | |||||
Total accrued and other current liabilities | $ | 33,486 | $ | 40,734 |
Year ending December 31, | Future Payments | |||
2017 | $ | 9,042 | ||
2018 | 5,485 | |||
2019 | 1,334 | |||
2020 | 290 | |||
Total minimum lease payments | $ | 16,151 | ||
Less: amount representing interest and taxes | (1,105 | ) | ||
Less: current portion of minimum lease payments | (8,325 | ) | ||
Capital lease obligations, net of current portion | $ | 6,721 |
Years Ended December 31, | |||||||
2016 | 2015 | ||||||
Accelerated amortization, impairment and loss on disposal of lease-related assets | $ | 20,411 | $ | 6,633 | |||
Severance and facility exit costs | 2,846 | 4,299 | |||||
Release of deferred rent | (15,135 | ) | (3,539 | ) | |||
Total restructuring costs | $ | 8,122 | $ | 7,393 |
December 31, | |||||||
2016 | 2015 | ||||||
Severance and facility exit liability - beginning of period | $ | — | $ | — | |||
Charged | 2,846 | 4,299 | |||||
Billed and/or paid | (1,677 | ) | (4,299 | ) | |||
Severance and facility exit liability - end of period | $ | 1,169 | $ | — |
December 31, 2016 | |
Options outstanding | 7,750,563 |
Restricted stock awards and units outstanding | 1,811,716 |
Available for future stock option and restricted stock unit grants | 7,585,920 |
Available for future employee stock purchase plan purchases | 1,291,335 |
Total shares reserved | 18,439,534 |
Number of Options Outstanding | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (in thousands) | ||||||||
Balance at December 31, 2015 | 5,386,521 | $ | 10.00 | 5.31 | $ | 1,976 | |||||
Options granted (weighted average fair value of $1.86 per share) (1) | 7,362,697 | 2.67 | |||||||||
Options exercised | (233,877) | 0.78 | |||||||||
Options forfeited (1) | (4,764,778) | 10.16 | |||||||||
Balance at December 31, 2016 | 7,750,563 | $ | 3.22 | 8.45 | $ | 526 | |||||
Options vested and expected to vest—December 31, 2016 | 6,585,832 | $ | 3.32 | 8.35 | $ | 526 | |||||
Options vested and exercisable—December 31, 2016 | 1,509,050 | $ | 5.40 | 6.13 | $ | 526 |
Number of Shares | Weighted Average Grant Date Fair Value | |||||
Unvested at December 31, 2015 | 3,611,858 | $ | 11.90 | |||
Granted | 579,800 | 3.13 | ||||
Vested and issued | (1,201,169 | ) | 11.56 | |||
Canceled | (1,178,773 | ) | 12.13 | |||
Unvested at December 31, 2016 | 1,811,716 | $ | 9.18 |
Years ended December 31, | |||||
2016 | 2015 | 2014 | |||
Expected term (years) | 5.5–6.3 | 6.3 | 5.5–6.3 | ||
Volatility | 55% | 50.7%–58.0% | 55.6%–59.5% | ||
Risk-free interest rate | 1.09–2.08 | 1.44%–1.89% | 1.84%–1.97% | ||
Dividend yield | — | — | — |
Years ended December 31, | |||||
2016 | 2015 | 2014 | |||
Expected term (years) | 0.5 | 0.5 | 0.5–0.7 | ||
Volatility | 63.0%–66.0% | 65.0%–73.3% | 66.2%–77.4% | ||
Risk-free interest rate | 0.42%–0.62% | 0.07%–0.42% | 0.06%–0.08% | ||
Dividend yield | — | — | — |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Other cost of revenue | $ | 1,978 | $ | 1,975 | $ | 1,758 | |||||
Research and development | 3,523 | 7,706 | 5,039 | ||||||||
Sales and marketing | 4,926 | 9,894 | 10,372 | ||||||||
General and administrative | 4,762 | 6,399 | 6,361 | ||||||||
Total | $ | 15,189 | $ | 25,974 | $ | 23,530 |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net loss | $ | (65,695 | ) | $ | (210,545 | ) | $ | (64,311 | ) | ||
Weighted-average shares used to compute basic and diluted net loss per share | 44,579 | 42,551 | 37,001 | ||||||||
Basic and diluted net loss per share | $ | (1.47 | ) | $ | (4.95 | ) | $ | (1.74 | ) |
Years ended December 31, | ||||||||
2016 | 2015 | 2014 | ||||||
Employee stock options | 7,751 | 5,387 | 6,291 | |||||
Shares subject to repurchase | 1 | 13 | 99 | |||||
Restricted stock units (RSUs) and restricted stock awards (RSAs) | 1,812 | 3,616 | 2,508 | |||||
Employee stock purchase plan | 271 | 157 | 58 | |||||
9,835 | 9,173 | 8,956 |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Domestic | $ | (66,635 | ) | $ | (211,160 | ) | $ | (70,438 | ) | ||
Foreign | 2,065 | 1,836 | 1,888 | ||||||||
Total loss before income taxes | $ | (64,570 | ) | $ | (209,324 | ) | $ | (68,550 | ) |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Current: | |||||||||||
Federal | $ | — | $ | — | $ | — | |||||
State | 5 | 9 | 9 | ||||||||
Foreign | 1,379 | 1,778 | 1,159 | ||||||||
Deferred: | |||||||||||
Federal | 14 | 14 | (4,042 | ) | |||||||
State | — | (327 | ) | (713 | ) | ||||||
Foreign | (273 | ) | (253 | ) | (652 | ) | |||||
Total provision (benefit) for income taxes | $ | 1,125 | $ | 1,221 | $ | (4,239 | ) |
Years ended December 31, | ||||||||
2016 | 2015 | 2014 | ||||||
Tax benefit at federal statutory rate | 34.00 | % | 34.00 | % | 34.00 | % | ||
State income taxes, net of federal effect | 5.40 | 0.29 | 6.17 | |||||
Foreign rate differential | (0.63 | ) | (0.38 | ) | 0.20 | |||
Goodwill Impairment | — | (19.09 | ) | — | ||||
Change in valuation allowance | (39.71 | ) | (15.04 | ) | (31.94 | ) | ||
Meals and entertainment | (0.62 | ) | (0.41 | ) | (1.44 | ) | ||
Research credits | 0.58 | 0.60 | 2.86 | |||||
Transaction costs | — | — | (2.24 | ) | ||||
Other | (0.77 | ) | (0.55 | ) | (1.41 | ) | ||
Total provision | (1.75 | )% | (0.58 | )% | 6.20 | % |
December 31, | |||||||
2016 | 2015 | ||||||
Deferred tax assets: | |||||||
Tax credit carry-forwards | $ | 11,780 | $ | 10,183 | |||
Net operating loss carry-forwards | 79,133 | 62,269 | |||||
Charitable contributions | 437 | 411 | |||||
Accrued liabilities and allowances | 5,683 | 8,134 | |||||
Stock compensation | 2,775 | 11,331 | |||||
99,808 | 92,328 | ||||||
Deferred tax liability: | |||||||
Depreciation and amortization | (17,569 | ) | (23,732 | ) | |||
(17,569 | ) | (23,732 | ) | ||||
Net deferred tax assets before valuation allowance | $ | 82,239 | $ | 68,596 | |||
Valuation allowance | (81,717 | ) | (67,918 | ) | |||
Net deferred tax assets (liabilities) | $ | 522 | $ | 678 |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Unrecognized benefit—beginning of period | $ | 4,560 | $ | 3,464 | $ | 669 | |||||
Gross increases—prior year tax positions | (179 | ) | — | 46 | |||||||
Gross increases—current year tax positions | 566 | 1,096 | 2,749 | ||||||||
Unrecognized benefit—end of period | $ | 4,947 | $ | 4,560 | $ | 3,464 |
Year ending December 31, | Future Payments | |||
2017 | $ | 12,373 | ||
2018 | 11,262 | |||
2019 | 9,257 | |||
2020 | 7,531 | |||
Thereafter | 22,957 | |||
$ | 63,380 |
Years ended December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
United States | $ | 360,699 | $ | 374,221 | $ | 334,032 | |||||
All Other Countries (1) | 95,564 | 87,416 | 74,609 | ||||||||
Total revenue | $ | 456,263 | $ | 461,637 | $ | 408,641 |
December 31, | |||||||
2016 | 2015 | ||||||
United States | $ | 44,871 | $ | 77,038 | |||
All Other Countries (1) | 4,690 | 5,743 | |||||
Total long-lived assets | $ | 49,561 | $ | 82,781 |
Page | |
ROCKET FUEL INC. | ||
By: | /s/ Stephen Snyder | |
Stephen Snyder | ||
Chief Financial Officer (Duly Authorized Officer and Principal Accounting and Financial Officer) |
Signature | Title | Date | ||
Principal Executive Officer: | ||||
/s/ E. Randolph Wootton III | Chief Executive Officer and Board member (Principal Executive Officer) | March 16, 2017 | ||
E. Randolph Wootton III | ||||
Additional Directors: | ||||
/s/ Susan L. Bostrom | Director | March 16, 2017 | ||
Susan L. Bostrom | ||||
/s/ Ronald E. F. Codd | Director | March 16, 2017 | ||
Ronald E. F. Codd | ||||
/s/ William W. Ericson | Director | March 16, 2017 | ||
William W. Ericson | ||||
/s/ Richard A. Frankel | Director | March 16, 2017 | ||
Richard A. Frankel | ||||
/s/ Clark M. Kokich | Director | March 16, 2017 | ||
Clark M. Kokich | ||||
/s/ John J. Lewis | Director | March 16, 2017 | ||
John J. Lewis | ||||
/s/ Monte Zweben | Director | March 16, 2017 | ||
Monte Zweben |
Incorporated by Reference Herein | |||||||
Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed or Furnished Herewith | |
2.1(1) | Agreement and Plan of Merger, dated as of August 4, 2014, by and among Rocket Fuel Inc., Denali Acquisition Sub, Inc., Denali Acquisition Sub II, LLC, X Plus Two Solutions, Inc., and Shareholder Representative Services LLC | S-3 | 333-199901 | 2.1 | 11/6/2014 | ||
3.1 | Amended and Restated Certificate of Incorporation of the Registrant | 10-Q | 001-36071 | 3.1 | 11/13/2013 | ||
3.2 | Amended and Restated Bylaws of the Registrant | 10-Q | 001-36071 | 3.2 | 11/13/2013 | ||
3.3 | Second Amended and Restated Bylaws of the Registrant | 10-Q | 001-36071 | 3.2 | 8/08/2016 | ||
4.1 | Form of the Registrant's common stock certificate | S-1/A | 333-190695 | 4.1 | 9/9/2013 | ||
10.1 | Form of Indemnification Agreement between the Registrant and each of its directors and executive officers | S-1 | 333-190695 | 10.1 | 8/6/2013 | ||
10.2 | Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of December 31, 2014, by and among the Registrant, the lenders that are party thereto and Comerica Bank, as administrative agent for the lenders | 8-K | 001-36071 | 10.1 | 1/7/2015 | ||
10.3 | Amendment dated March 13, 2015 to Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of December 31, 2014, by and among the Registrant, the lenders that are party thereto and Comerica Bank, as administrative agent for the lenders | 10-K | 001-36071 | 10.21 | 3/16/2015 | ||
10.4 | Second Amendment dated March 10, 2016 to Second Amended and Restated Revolving Credit and Term Loan Agreement dated December 31, 2014, by and among the Registrant, the lenders that are party thereto and Comerica Bank, as administrative agent for the lenders | 10-K | 001-36071 | 10.38 | 3/14/2016 | ||
10.5 | Third Amendment dated June 21, 2016 to Second Amended and Restated Revolving Credit and Term Loan Agreement dated December 31, 2014, by and among the Registrant, the lenders that are party thereto and Comerica Bank, as administrative agent for the lenders | 8-K | 001-36071 | 10.1 | 6/22/2016 |
10.6 | Fourth Amendment, dated September 15, 2016, to Second Amended and Restated Revolving Credit and Term Loan Agreement dated December 31, 2014, as amended from time to time, by and among the Registrant, the lenders that are party thereto and Comerica Bank, as administrative agent for the lenders | 8-K | 001-36071 | 10.1 | 9/21/2016 | ||
10.7 | Fifth Amendment, dated December 29, 2016, to Second Amended and Restated Revolving Credit and Term Loan Agreement dated December 31, 2014, as amended from time to time, by and among the Registrant, the lenders that are party thereto and Comerica Bank, as administrative agent for the lenders | 8-K | 001-36071 | 10.1 | 1/03/2017 | ||
10.8 | Sixth Amendment, dated February 14, 2017, to Second Amended and Restated Revolving Credit and Term Loan Agreement dated December 31, 2014, as amended from time to time, by and among the Registrant, the lenders that are party thereto and Comerica Bank, as administrative agent for the lenders | 8-K | 001-36071 | 10.1 | 2/21/2017 | ||
10.9* | Separation Agreement, effective as of October 17, 2014, by and between Rocket Fuel Inc. and J. Peter Bardwick | 8-K | 001-36071 | 10.01 | 10/22/14 | ||
10.10* | Consulting Agreement, effective as of October 17, 2014, by and between Rocket Fuel Inc. and J. Peter Bardwick | 8-K | 001-36071 | 10.02 | 10/22/14 | ||
10.11 | Lease, dated as of February 17, 2009, by and between 350 Marine Parkway LLC, Gillikin Trade LLC, Lewis Trade LLC, Spiegl Trade LLC, Welsh Trade LLC, and the Registrant, as amended and currently in effect | S-1/A | 333-190695 | 10.4 | 9/3/2013 | ||
10.12 | Office Lease, dated as of August 7, 2013, by and between VII Pac Shores Investors, L.L.C. and the Registrant | S-1/A | 333-109695 | 10.5 | 9/3/2013 | ||
10.13 | Lease Termination and Release Agreement, dated October 21, 2016, by and between Google Inc. and the Registrant | 8-K | 001-36071 | 10.1 | 10/25/2016 | ||
10.14 | Lease, dated as of July 31, 2013, by and between VNO 100 West 33rd Street LLC, and the Registrant | S-1/A | 333-109695 | 10.6 | 9/3/2013 | ||
10.15 | Amendment of Lease, dated as of December 23, 2013, by and between VNO 100 West 33rd Street LLC, and the Registrant | 10-K | 001-36071 | 10.6 | 2/28/2014 | ||
10.16* | The Registrant's 2008 Equity Incentive Plan, including form agreements, as amended and currently in effect | S-1 | 333-190695 | 10.7 | 8/16/2013 | ||
10.17* | The Registrant's 2013 Equity Incentive Plan, including form agreements, as currently in effect | S-1/A | 333-109695 | 10.8 | 8/16/2013 | ||
10.18* | The Registrant's 2013 Employee Stock Purchase Plan, including form agreements, as currently in effect | S-1/A | 333-109695 | 10.9 | 9/3/2013 | ||
10.19* | The Registrant's 2013 Employee Stock Purchase Plan, as amended through March 9, 2016 | 10-K | 001-36071 | 10.36 | 3/14/2016 |
10.20* | The Registrant's 2016 Inducement Equity Incentive Plan, as adopted effective March 4, 2016 | 10-K | 001-36071 | 10.37 | 3/14/2016 | ||
10.21* | Executive Incentive Compensation Plan | S-1/A | 333-109695 | 10.10 | 8/16/2013 | ||
10.22* | Outside Director Compensation Policy | S-1/A | 333-109695 | 10.11 | 9/3/2013 | ||
10.23* | The Registrant's Outside Director Compensation Policy, as amended through March 10, 2016 | 10-K | 001-36071 | 10.35 | 3/14/2016 | ||
10.24* | Offer Letter between the Registrant and Monte Zweben, dated as of January 29, 2010 | S-1/A | 333-109695 | 10.12 | 8/16/2013 | ||
10.25* | Offer Letter between the Registrant and Clark Kokich, dated as of April 5, 2011 | S-1/A | 333-109695 | 10.13 | 8/16/2013 | ||
10.26* | Offer Letter between the Registrant and Ronald E.F. Codd, dated as of February 16, 2012 | S-1/A | 333-109695 | 10.14 | 8/16/2013 | ||
10.27* | Offer Letter between the Registrant and Susan L. Bostrom, dated as of February 4, 2013 | S-1/A | 333-109695 | 10.16 | 8/16/2013 | ||
10.28 | Fifth Amended and Restated Investors' Rights Agreements, dated as of June 15, 2012, by and among the Registrant, George H. John, Richard Frankel, Abhinav Gupta and the investors listed on Exhibit A thereto | S-3 | 333-199901 | 99.1 | 11/6/2014 | ||
10.29* | Employment Offer Letter between the Registrant and David Sankaran dated as of December 6, 2014 | 8-K | 001-36071 | 10.1 | 12/15/2014 | ||
10.30* | Employment Offer Letter between the Registrant and Manu Thapar dated as of November 16, 2014 | 10-K | 001-36071 | 10.20 | 3/16/2015 | ||
10.31* | Interim CEO Offer Letter between the Registrant and Monte Zweben, dated March 23, 2015 | 10-Q | 001-36071 | 10.22 | 5/8/2015 | ||
10.32* | Letter Agreement between the Registrant and David Sankaran regarding relocation assistance dated March 17, 2015 | 10-Q | 001-36071 | 10.23 | 5/8/2015 | ||
10.33* | Management Retention Agreement (Interim CEO) between the Registrant and Monte Zweben dated April 8, 2015 | 10-Q | 001-36071 | 10.24 | 5/8/2015 | ||
10.34* | Management Retention Agreement between the Registrant and George John dated May 4, 2015 | 10-Q | 001-36071 | 10.25 | 5/8/2015 | ||
10.35* | Management Retention Agreement between the Registrant and Richard Frankel dated May 6, 2015 | 10-Q | 001-36071 | 10.26 | 5/8/2015 | ||
10.36* | Management Retention Agreement between the Registrant and David Sankaran dated April 7, 2015 | 10-Q | 001-36071 | 10.27 | 5/8/2015 | ||
10.37* | Management Retention Agreement between the Registrant and Abhinav Gupta dated April 21, 2015 | 10-Q | 001-36071 | 10.28 | 5/8/2015 | ||
10.38* | Offer Letter between the Registrant and E. Randolph Wootton III dated November 1, 2015 | 10-K | 001-36071 | 10.30 | 3/14/2016 | ||
10.39* | Management Retention Agreement between the Registrant and Randy Wootton dated April 8, 2015 | 10-K | 001-36071 | 10.31 | 3/14/2016 |
10.40* | Separation and Release Agreement between the Registrant and David Sankaran dated November 4, 2015 | 10-K | 001-36071 | 10.32 | 3/14/2016 | ||
10.41* | Consulting Agreement between the Registrant and FLG Partners effective October 29, 2015 | 10-K | 001-36071 | 10.33 | 3/14/2016 | ||
10.42* | Separation Agreement between the Registrant and George H. John dated November 11, 2015 | 10-K | 001-36071 | 10.34 | 3/14/2016 | ||
10.43* | Amendment No. One, dated January 25, 2016, to the Management Retention Agreement between the Registrant and Richard Frankel dated May 6, 2015 | 10-K | 001-36071 | 10.39 | 3/14/2016 | ||
10.44* | Offer Letter between the Registrant and Rex Jackson dated February 12, 2016 | 10-K | 001-36071 | 10.40 | 3/14/2016 | ||
10.45* | Service Agreement between Dominic Trigg and the Registrant dated August 1, 2011 | 10-Q | 001-36071 | 10.8 | 5/10/2016 | ||
10.46* | Management Retention Agreement between the Registrant and Dominic Trigg dated April 24, 2015 | 10-Q | 001-36071 | 10.9 | 5/10/2016 | ||
10.47* | Management Retention Agreement between the Registrant and Manu Thapar dated April 8, 2015 | 10-Q | 001-36071 | 10.10 | 5/10/2016 | ||
10.48* | Separation Agreement between the Registrant and Manu Thapar dated April 7, 2016 | 10-Q | 001-36071 | 10.11 | 5/10/2016 | ||
10.49* | Offer Letter between the Registrant and Stephen Snyder dated October 23, 2016 | 10-Q | 001-36071 | 10.3 | 11/08/2016 | ||
10.50* | Management Retention Agreement between the Registrant and Stephen Snyder dated October 23, 2016 | 10-Q | 001-36071 | 10.4 | 11/08/2016 | ||
10.51* | Performance-based Restricted Stock Unit Award Agreement between the Registrant and E. Randolph Wootton III | 8-K | 001-36071 | 10.1 | 2/13/2017 | ||
10.52* | Internal Transfer Letter between the Registrant and Richard Frankel dated July 1, 2016 | X | |||||
10.53* | Offer Letter between the Registrant and JoAnn Covington dated June 28, 2012 | X | |||||
10.54* | Offer Letter between the Registrant and Henrik Gerdes dated August 24, 2014 | X | |||||
10.55* | Offer Letter between the Registrant and Rick Song dated July 14, 2016 | X | |||||
10.56* | Offer Letter between the Registrant and Rick Pittenger dated August 20, 2016 | X | |||||
10.57* | Offer Letter between Rocket Fuel Limited and David Gosen dated May 5, 2016 | X | |||||
10.58* | Employment Agreement between Rocket Fuel Limited and David Gosen dated May 10, 2016 | X | |||||
10.59* | Amendment No. 1 effective April 6, 2017 to Employment Agreement between Rocket Fuel Limited and David Gosen | X | |||||
10.60* | Management Retention Agreement between the Registrant and JoAnn Covington dated April 8, 2015 | X |
10.61* | Management Retention Agreement between the Registrant and David Gosen dated May 10, 2016 | X | |||||
10.62* | Management Retention Agreement between the Registrant and Rex Jackson dated July 1, 2016 | X | |||||
10.63* | Management Retention Agreement between the Registrant and Rick Song dated July 27, 2016 | X | |||||
10.64* | Management Retention Agreement between the Registrant and Rick Pittenger dated August 20, 2016 | X | |||||
12.1 | Statement re Computation of Ratio of Earnings to Fixed Charges and Preference Dividends | X | |||||
21.1 | List of subsidiaries of the Registrant | X | |||||
23.1 | Consent of BDO USA, LLP, independent registered public accounting firm | X | |||||
23.2 | Consent of Deloitte & Touche LLP, independent registered public accounting firm | X | |||||
24.1 | Power of Attorney | X See signature page hereto | |||||
31.1 | Certification of the Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||
31.2 | Certification of the Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||
32.1(2) | Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||
32.2(2) | Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||
101.INS | XBRL Instance Document | X | |||||
101.SCH | XBRL Taxonomy Schema Linkbase Document | X | |||||
101.CAL | XBRL Taxonomy Calculation Linkbase Document | X | |||||
101.DEF | XBRL Taxonomy Definition Linkbase Document | X | |||||
101.LAB | XBRL Taxonomy Labels Linkbase Document | X | |||||
101.PRE | XBRL Taxonomy Presentation Linkbase Document | X |
* | Indicates a management contract or compensatory plan or arrangement. |
(1) | The schedules and other attachments to this exhibit have been omitted. The Company agrees to furnish a copy of any omitted schedules or attachments to the SEC upon request. |
(2) | The information in this exhibit is furnished and deemed not filed with the SEC for purposes of section 18 of the Exchange Act, and is not to be incorporated by reference into any filing of Rocket Fuel Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
AGREED TO AND ACCEPTED: | |||
/s/ Richard Frankel | Jul-01-2016 | ||
Signature | Date | ||
Richard Frankel | |||
Printed Name |
/s/ JoAnn Covington | 6/28/2012 | |||
Signature | Date | |||
JoAnn Covington | ||||
Printed Name |
/s/ Henrik Gerdes | 8/19/2014 | |||
Signature | Date | |||
Henrik Gerdes | ||||
Printed Name |
[COMPANY LOGO] | Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 | |
June 30, 2016 |
Signature: /s/ Richard Song | ||||
Printed Name: Rick Song | ||||
Date: Jul-14-2016 |
[COMPANY LOGO] | Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 | |
August 20, 2016 |
Signature: /s/ Richard Pittenger | ||||
Printed Name: Rick Pettinger | ||||
Date: Aug-20-2016 |
1. | Start Date. It is intended that your employment with the Company will commence on June 6, 2016. |
2. | Annual salary. The Company will pay you an annual salary of £250,000, payable in equal monthly instalments and subject to deduction of applicable income tax and national insurance contributions. |
3. | Bonus. You will be eligible to participate in the Company's bonus plan and subject to satisfaction of applicable performance and other conditions shall be entitled to payment of a bonus of up to 50% of your base salary per annum. Your eligibility for and payment of any bonus sum shall be subject to the terms and conditions set out in your employment agreement and the applicable bonus plan as amended from time to time. |
4. | Stock Options. Details of any stock options will be sent to you by separate letter. |
5. | Management Retention Agreement. Subject to the approval of Rocket Fuel Inc.'s compensation committee or board of directors, you shall be entitled to participate in a management retention agreement which provides for certain payments to be made to you in the event that your employment with the Company is terminated in specific circumstances, for example in the event of a change of control. Any such payment will be subject to the terms and conditions of the management retention agreement, a copy of which shall be provided to you once the compensation committee or the board of Rocket Fuel Inc. has approved your participation in the management retention agreement. |
6. | Employee benefits. As an employee of the Company, you may be eligible to participate in certain Company-sponsored benefits, any details of which will be provided to you. |
7. | Probationary period. Your employment will be subject to satisfactory completion of a 6 month probationary period during which your employment may be terminated on 1 month’s notice by either you or the Company. |
8. | Notice. Following successful completion of your probationary period, you will be entitled to receive or be required to give a minimum of 6 months' notice to terminate your employment. |
9. | Holiday. You will be entitled to 25 days' holiday in each holiday year. In addition, you are entitled to the usual public holidays in England and Wales. |
10. | Place of work. Your principal place of work will be at our offices in central London. You will be required to travel both within and outside of the United Kingdom as shall be necessary for the proper performance of your duties, including but not limited to the Company's head office in the US. |
(a) | all information supplied by you to the Company being true and complete; |
(b) | you signing and returning a contract of employment; |
(c) | the Company receiving satisfactory results in respect of any background checks undertaken against you; |
(d) | you providing proof of any professional qualifications that you have declared on your CV. This will include copies of any certificates/diplomas or awards you may have; |
(e) | you producing to the Company your passport or such other documentation as we may require evidencing your right to remain and work in the United Kingdom (which we shall then copy and return to you). If you do not hold a British passport or a passport from a country within the EEA or a passport from a non-EEA country which gives you the right to work in the UK, the Company will need to see one or more additional documents. If this is the case then please let us know and we will inform you what documents you will need to provide. If you are subject to immigration restrictions on working in the UK this offer and your continuing employment are also subject to you possessing the necessary permissions to work in the UK. In the event that such permissions lapse or expire your employment will be automatically terminate without the need for notice. |
(a) | you will not be accepting this offer in reliance on any representation not expressly set out in this offer letter; and |
(b) | you have no previous convictions and have not previously been reported for or been subject to investigation for fraud or bribery related offences including without limitation, offences under the Bribery Act 2010. |
Signed: | /s/ David Gosen | ||
Date: | 5th May 2016 |
1 | Starting employment |
1.1 | Your employment under this Agreement will start on 3 June 2016, subject to the conditions set out in the offer letter dated 5 May 2016 being satisfied. |
1.2 | You warrant that you are not bound by any obligations that restrict you from starting employment or from carrying out any of your duties under this Agreement. |
2 | Job title and duties |
2.1 | Your job title will be SVP/Managing Director International at Rocket Fuel Limited and you shall report to the CEO. |
2.2 | You must carry out any duty consistent with your job title that we may assign to you and comply with any reasonable instruction that we give you. |
2.3 | During your employment, you must: |
(a) | use your best endeavours to promote, protect, develop and further our business and the business of any Group Company; |
(b) | unless prevented by incapacity, devote the whole of your time, attention and abilities to our business; |
(c) | diligently exercise such powers and perform any duties that the Board may assign to you; |
(d) | comply with all reasonable and lawful directions that the Board may give you; |
(e) | ensure that you maintain the highest standards of conduct at all times and conduct your personal and working life in a way that does not damage or risk damaging our reputation; |
(f) | familiarise yourself and comply with any policies, procedures and rules that we may issue from time to time; |
(g) | report your own wrongdoing and any wrongdoing or prospective wrongdoing of any other employee or director of ours or of any Group Company to the Board immediately on becoming aware of it; |
(h) | promptly disclose to the Board any information which comes into your possession which may materially adversely affect our interests, including any information about another employee's plans to compete with us; |
(i) | not exceed the limits of any authority that the Board gives you from time to time; and |
(j) | not commit us to any expenditure or obligations of an unusually onerous or exceptional nature without the prior consent of the CEO. |
2.4 | We may require you to carry out work for or assign your employment to any Group Company at any time. |
3 | Holding office(s) |
3.1 | Without additional remuneration, you shall accept and hold for such period(s) as specified by the Board, any office(s) including any post(s) as director, company secretary, trustee, nominee and/or representative of the Employer and/or any Group Company. Your basic salary is inclusive of any fees due to you from us or any Group Company as an officer of the Employer or any Group Company . |
3.2 | While you hold the office of director of the Employer or of any Group Company you must: |
(a) | comply with all duties, responsibilities and obligations (whether statutory, fiduciary or common law) as a director of the Employer and any relevant Group Company ; |
(b) | not do anything that would cause you to be disqualified from acting as a director, either by law or under our, or any relevant Group Company's constitution . |
3.3 | On termination of your employment, for any reason, you will, without compensation or payment: |
(a) | resign with immediate effect as a director of the Employer and of any Group Company and from any other position which you may hold as a director or a trustee for reasons connected with your employment; and |
(b) | transfer to us or as we direct any shares or other securities held by you as a nominee or trustee for the Employer or any Group Company and deliver to the Employer the related certificates . |
3.4 | You irrevocably appoint such person as the Board may nominate to be your attorney with power in your name and on your behalf to execute any documents and do anything necessary to give effect to any such requirement to resign or to transfer shares or securities . |
4 | Working hours |
4.1 | Your core working hours are from 9.00 a.m. to 6.00 p.m. Monday to Friday. You may be required to work additional hours whenever this is reasonably necessary to carry out your duties properly. This has already been taken into account in determining your salary and benefits and you will not be entitled to extra pay if you work additional hours. |
4.2 | You agree that you may work for more than an average of 48 hours a week unless you notify us in writing at the time of signing this Agreement that you do not wish to do so. If you change your mind about the agreement to work for more than an average of 48 hours a week, you must give us three months' notice in writing . |
5 | Place of work |
5.1 | Your normal place of work will be our premises at 34 Bow Street, London WC2 E7AU. |
5.2 | Where we have reasonable grounds for doing so, we may change your normal place of work to any other location within the UK on giving you reasonable advance notice. |
5.3 | As part of your duties, we may require you |
(a) | to travel both within the UK and overseas; and |
(b) | to work temporarily at any location within the UK or overseas, including the premises of any Group Company and of our clients. |
6 | Salary and expenses |
6.1 | Your basic salary will be £250,000 per year. |
6.2 | We will pay your salary monthly on or around the last working day of each month in respect of the whole calendar month by transfer into a UK bank account of your choice. |
6.3 | We normally review salaries every year. However, there is no right to a review or to an increase and any increase is discretionary. We will not pay any increase if either party has given the other notice of termination of employment before that increase takes effect. |
6.4 | We will reimburse all reasonable business expenses as long as they are supported by receipts and reasonably incurred by you in the proper performance of your duties in accordance with our current expenses policy. |
6.5 | Any payments due from you to us (or to a Group Company) may be deducted from your salary and from any other money due to you from us (or from a Group Company) . |
7 | Bonus |
7.1 | You will be eligible to be considered for award of a discretionary annual bonus of up to 50% of your base salary per annum. Whether a bonus is awarded, the amount (if any) of bonus awarded and the conditions and for and timing of payment will be determined at our discretion on whatever basis and after taking account of whatever factors we consider appropriate . Subject to Clauses 7.5 and 14.4, you shall be entitled to a minimum guaranteed bonus of £36,250 in respect of the period of your employment from your start date to 31 December 2016. |
7.2 | Award of a bonus in one year will not give you any right to be awarded a bonus in any subsequent year. |
7.3 | Payments made in respect of bonus will not be consolidated into base salary, nor will they count towards any remuneration-related benefits such as pension entitlement or life assurance. |
7.4 | If your employment is terminated by the Employer for any reason except in the circumstances set out in Clauses 7.5 and 14.4 respectively, you shall remain eligible to be awarded or, where an award has been made, paid a pro-rata bonus. |
7.5 | You shall not be eligible to be awarded or where an award has been made, paid a bonus (pro rata or otherwise) if: |
(a) | You are subject to disciplinary procedures; or |
(b) | You have terminated your employment or you are under notice of termination (given by you). |
8 | Benefits |
8.1 | Subject to clauses 8.2 to 8.5 below: |
(a) | you shall be entitled to participate in such of the following schemes as the Employer may operate from time to time: |
(i) | the life assurance scheme; |
(ii) | the business travel insurance scheme; and |
(iii) | the group income protection scheme. |
(b) | You may elect (as part of the flexible benefits package) to participate in such of the following schemes as the Employer may operate from time to time: |
(i) | the private medical insurance scheme; |
(ii) | the dental insurance scheme. |
8.2 | Participation and entitlement to benefits under any of the Schemes is subject to: |
(a) | the terms of the relevant Scheme as amended from time to time; |
(b) | the rules or policies as amended from time to time of the relevant Scheme provider; |
(c) | acceptance by the relevant Scheme provider; and |
(d) | satisfaction of the normal underwriting requirements of the relevant Scheme provider and the premium being at a rate which the Employer considers reasonable. |
8.3 | The Employer shall only be obliged to make any payment under any Scheme where it has received payment from the relevant Scheme provider for that purpose. If a Scheme provider refuses to provide any benefit to you, whether based on its own interpretation of the terms and/or rules of the relevant Scheme or otherwise, the Employer shall not be liable to provide you with any replacement benefit whatsoever or pay any compensation in lieu of such benefit. |
8.4 | The Employer, in its absolute discretion, reserves the right to discontinue, vary or amend any of the Schemes (including the provider and/or level of cover provided under any Scheme) at any time on reasonable notice to you. |
8.5 | You agree that the Employer shall be under no obligation to continue this Agreement and your employment so that you continue to receive benefits under this Agreement. In particular, you agree that the Employer may terminate your employment notwithstanding any rights which you may have to participate in and/or obtain benefits under any group income protection scheme which the Employer operates from time to time. You agree that you shall have no entitlement to compensation or otherwise from the Employer and/or any Group Company for the loss of any such entitlements and/or benefits. |
9 | Pension |
9.1 | Following the 3 month mandatory waiting period after starting your employment, you will be enrolled in our Group Personal Pension Scheme (the Scheme) as long as you meet statutory enrolment criteria. In these circumstances we will make employer contributions to the Scheme in respect of you. Our contributions will be 6% of your base salary. Further details (including details of the enrolment criteria) are available from Human Resources. |
10 | Share Option Scheme |
10.1 | Following your start date and as set out in the Employer's stock options letter to you dated 3 May 2016, Rocket Fuel Inc proposes to grant you stock options over 100,000 shares of Rocket Fuel Inc's common stock subject to approval of the grant by the compensation committee of the board of directors of Rocket Fuel Inc. The terms of your employment shall not be affected in any way by your participation or entitlement to participate in any share option scheme. Such schemes shall not form part of the terms of your employment (express or implied). |
10.2 | In calculating any payment, compensation or damages on the termination of your employment for whatever reason (whether lawful or unlawful) which might otherwise be payable to you, no account shall be taken of your participation in any such schemes referred to in clause 10.1 or any impact upon participation such termination may have. |
10.3 | This clause 10 does not in any way indicate any right or entitlement to participate in any such schemes. |
11 | Holidays |
11.1 | Our holiday year runs from 1 January to 31 December. |
11.2 | In addition to public holidays, you will be entitled to 25 days' paid holiday in each complete holiday year. |
11.3 | If you start employment part way through a holiday year, your entitlement to holiday will be calculated on a pro rata basis. Any part day's holiday will be rounded up to the nearest whole day. |
11.4 | Your entitlement to holiday will accrue on a daily basis and, subject to obtaining approval, may be taken before it has accrued (although you cannot take holiday entitlement from any following holiday year). |
11.5 | Your entitlement to holiday (including public holidays) is inclusive of your entitlement to statutory annual holiday and additional statutory annual holiday. In any holiday year your entitlement to holiday (including public holidays) will be taken in the following order: statutory annual holiday followed by additional statutory annual holiday followed by non-statutory holiday. |
11.6 | You may only take holiday at times that we have approved . You should always give reasonable advance notice of any proposed holiday dates. |
11.7 | You may carry forward a maximum of 2 days' holiday from one holiday year to the next with the prior written consent of the CEO. Any holiday carried forward must be taken by the end of April in the next holiday year. |
11.8 | If we or you have given the other notice of termination of employment, we may require you to use any remaining holiday entitlement during the notice period. |
11.9 | If your employment terminates part way through a holiday year we will pay you 1/260 of your salary for each day's holiday which has accrued for that holiday year but not been taken. If you have exceeded your accrued entitlement, you must repay the appropriate sum (adopting the same calculation set out above) . We may deduct any repayment from any sums due to you. |
12 | Directors' & officers' liability insurance |
13 | Sickness Absence |
13.1 | If you are unable to perform your duties due to sickness or injury, you must report this on the first working day of such sickness or injury to the Board, indicating so far as practicable the date on which you expect to return to work. You shall keep us informed |
13.2 | If at any time in the reasonable opinion of the Board you are unable to perform all or part of your duties due to sickness or injury, you will at the request and expense of the Employer: |
(a) | consent to an examination by a doctor nominated by us; and |
(b) | authorise the doctor to disclose to and discuss with us, his or her report (including copies) of the examination and your fitness for work . |
13.3 | The Employer is entitled to rely on the reasonable opinion of any doctor engaged to examine you under clause 13.2 as to your fitness for work. |
13.4 | Subject to your compliance with clauses 13.1 and 13.2 above, you will be entitled to your salary (pursuant to clause 6.1) and, subject to the rules of any applicable scheme, any contractual benefits for a total of 10 days absence in any period of 12 consecutive months and after that such remuneration or benefits (if any) as the Board may in its absolute discretion determine from time to time. Any payment made to you under this clause is inclusive of your entitlement (if any) to statutory sick pay (for which your qualifying days are Monday to Friday). |
13.5 | Where your absence(s) exceed(s) 10 days in any period of 12 consecutive months, you shall have no entitlement to any remuneration or benefits pursuant to clause 13.4 (whether or not the Board has exercised its discretion to provide any additional remuneration or benefits for any absence( s) in excess of the 10 days referred to in that clause) until you have returned to work and remained at work for a continuous period of 4 weeks. |
14 | Termination of employment |
14.1 | Either party may terminate your employment by giving the other not less than six months' notice in writing. |
14.2 | Instead of requiring you to work during your notice period (or any remaining part of it), we may at our discretion choose to terminate your employment immediately and, in lieu of any entitlement to notice, pay you a sum equivalent to the basic salary (subject to such deductions for tax and national insurance contributions as may be required) that you would have been paid during your notice period (or the remaining part of it). |
14.3 | We may at any time during your notice period require you to remain away from our premises; to work from home; to carry out special projects outside the normal scope of your duties; not to contact clients or suppliers; not to contact any other employee without our permission and not to carry out some or all of your normal duties. We may appoint another person to carry out any of your duties at such times. If we exercise this right, you will receive the salary and benefits to which you are entitled and you must: |
(a) | continue to comply with your implied duties, including those of good faith and fidelity; and |
(b) | continue to comply with the express duties set out in this Agreement, except those from which we explicitly release you. |
14.4 | We may terminate your employment immediately without notice or payment in lieu of notice or provision of benefits in appropriate circumstances, including but not limited to, if: |
(a) | you commit any serious or repeated breach or non-observance of this Agreement or refuse or neglect to comply with any reasonable and lawful directions of ours, any Group Company, or the Board; |
(b) | we reasonably consider that you are guilty of gross misconduct; |
(c) | we reasonably consider that you have materially damaged or risk materially damaging your own or our reputation; |
(d) | you resign from office as a director of the Employer or of a Group Company without good cause; |
(e) | you are in breach of any warranty given in this Agreement; |
(f) | you become prohibited by law from being a director, whether or not you are a director of the Employer or any Group Company at the time; |
(g) | you become bankrupt or make any arrangement or composition with or for the benefit of your creditors generally; or |
(h) | you are convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed). |
15 | Return of property and passwords |
15.1 | Upon termination of your employment you must: |
(a) | immediately return all items of our property which you have in your possession in connection with your employment (including any keys, security pass, mobile phone, computer, disks, tapes, memory sticks, business cards, credit cards, documents or copies of documents); and |
(b) | if you have any document or information belonging to us on a personal computer (which is not to be returned under the above provisions), forward a copy to us and then irretrievably delete the document or information. You will permit us to inspect any such computer on request to ensure such steps have been taken. |
15.2 | If asked to do so, you must inform us of any computer passwords used by you in the course of your employment or any passwords of which you are otherwise aware. |
15.3 | We may withhold payment of your final salary or any other payment due or outstanding upon termination of your employment until you have fully complied with your obligations to return property and reveal passwords. |
16 | Grievances, disciplinary issues and suspension |
16.1 | If you have a grievance relating to your employment , you should raise this in the first instance with the CEO. |
16.2 | We have a Disciplinary procedure which includes: |
(a) | the disciplinary rules applicable to you; and |
(b) | an appeal procedure designed to apply where you are dissatisfied with any disciplinary decision relating to you. Such an appeal should be made to the CEO. |
16.3 | We may suspend you for however long we consider appropriate to investigate any aspect of your performance or conduct or to follow disciplinary proceedings. We may |
16.4 | The Grievance and Disciplinary Procedures are policy documents and neither forms part of your terms and conditions of employment and accordingly we may change them from time to time or decide not to follow them. Copies are available from Human Resources. |
17 | Outside employment and interests |
18 | Dealing in shares and other securities |
19 | Confidentiality |
19.1 | During and after your employment , you must not (unless required to do so by law, protected in doing so by a statutory right of protected disclosure or doing so in properly performing your duties under this Agreement) : |
(a) | use any trade secrets or Confidential Information for any purposes other than ours; or |
(b) | disclose any trade secrets or Confidential Information to any person. |
20 | Data Protection |
20.1 | The Employer and any Group Company shall process your personal data (including, where necessary, sensitive personal data, such terms being defined in the Data Protection Act 1998) in their paper-based and computerised systems. You consent to the processing of such data both inside and, where necessary, outside the European Economic Area for the purposes of: |
(a) | salary, benefits and pensions administration and employee management; |
(b) | health administration and for the purposes of health insurance/benefits ; |
(c) | training and appraisal, including performance records and disciplinary records; |
(d) | equal opportunities monitoring; |
(e) | any potential change of control of the Employer and/or Group Company, or any potential transfer of employment under the Transfer of Undertakings (Protection of Employment) Regulations 2006. In such circumstances, disclosure may include disclosure to the potential purchaser or investor and their advisors; |
(f) | promoting or marketing of the Employer and/or any Group Company and/or its or their products or services; |
(g) | compliance with applicable procedures, laws and regulations; and/or |
(h) | any other reasonable purposes in connection with your employment about which you shall be notified from time to time. |
20.2 | You acknowledge and accept that in order to fulfil the purposes set out above, it may be necessary to pass your personal data (or sensitive personal data, as appropriate) to regulatory bodies, government agencies and other third parties as required by law or for administration purposes. |
20.3 | You acknowledge and accept that the Employer and/or any Group Company may monitor electronic correspondence (including email, voice and text messages) which you receive at work and/or on Employer systems and/or property provided to you by the Employer and/or any Group Company for the purposes of your work in order to ensure the integrity of its information technology or to prevent or detect criminal behaviour or behaviour which contravenes employment legislation and/or other Employer and/or Group Company policies. |
20.4 | You agree to use all reasonable endeavours to keep us informed of any changes to your personal data or sensitive personal data and to comply with all relevant data protection legislation. This includes telling us of any changes in your home address and other contact details. |
21 | Intellectual property |
21.1 | You agree that, because of the nature of your duties and responsibilities, you are under a special obligation to further our interests. |
21.2 | You: |
(a) | agree that all Works and any Inventions (including all Intellectual Property Rights in the Works and Inventions) belong to us from the date of creation; |
(b) | (to the extent that they do not vest automatically) hereby assign to us with full title guarantee and free from all encumbrances (and in the case of copyright by way of a present assignment of future copyright) all Intellectual Property Rights in the Works and in any Inventions; |
(c) | undertake to do anything reasonably required (both during and after the termination of your employment) to ensure that all such Intellectual Property Rights belong to or are assigned to us and to assist us in protecting or maintaining them (although we will not be obliged to do so); |
(d) | will promptly disclose in writing and deliver any Inventions to us and will not disclose any Inventions to anyone else without our prior consent; and |
(e) | (both during and after the termination of your employment) will give any information, explanations or demonstrations reasonably requested of you to enable us to make use of any Works or Inventions. |
21.3 | You undertake to do anything reasonably required (both during and after the termination of your employment) to ensure that any domain names registered in your name during the course of or in connection with your employment by us are assigned to us (although we will not be obliged to maintain any registrations) . |
21.4 | If any moral right or analogous right arises in respect of any Work you: |
(a) | hereby waive and agree not to assert (save as directed by us) such rights; and |
(b) | will ensure that all applicable consents have been obtained to entitle us to make the fullest use of such rights without restriction or further payment. |
21.5 | You consent to our doing any act, which would, in the absence of such consent, infringe your rights in performance under Part II of the Copyright, Designs and Patents Act 1988 or any similar legislation in the world (such as recording a presentation or workshop given by you). |
21.6 | You irrevocably appoint such director as the Board may nominate to be your attorney and in your name and on your behalf to execute any documents and do any acts necessary to ensure that you comply with your obligations under this clause. |
22 | Health and safety |
22.1 | In accordance with health and safety legislation, you must: |
(a) | take reasonable care for the health and safety of yourself and other persons who may be affected by your acts or omissions; |
(b) | co-operate with us to enable us to ensure so far as is reasonably practicable the health, safety and welfare at work of all our employees and to comply with any other duties or requirements relating to health and safety; and |
(c) | not interfere with or misuse anything provided by us in the interests of health, safety or welfare. |
23 | Restrictions after employment |
23.1 | In this clause, in addition to the definitions contained in the Agreement: |
(a) | with whom you had material dealings or for whom you had responsibility on behalf of us or any Relevant Group Company at any time during that period; or |
(b) | in respect of whom you obtained or otherwise received Confidential Information; |
(a) | who at any time during the period of 12 months immediately before the Termination Date was engaged or employed as an employee, director or consultant by us or any Relevant Group Company (other than an individual in business on his/her own account providing professional independent advisory services to us or any Relevant Group Company); |
(b) | with whom you worked to a material extent or for whom you had managerial responsibility at any time during that period; and |
(c) | who was employed or engaged during that period in a senior, financial, managerial, technical, sales, professional or equivalent capacity; |
(c) | provided by us or any Relevant Group Company in the ordinary course of our or their business during the period of 12 months immediately before the Termination Date; and |
(d) | in respect of which you were directly concerned, were materially involved or had responsibility during your employment by us; or |
(e) | about which you obtained or otherwise received Confidential Information; |
(1) | who at any time during the period of 12 months immediately before the Termination Date provided products or services to us or any Relevant Group Company; and |
(2) | with whom you had material dealings or for whom you had responsibility on behalf of us or any Relevant Group Company at any time during that period; or |
23.2 | In order to protect our and any Relevant Group Company's confidential information, trade secrets, goodwill, client base, potential client base, supplier base, other business connections and stable workforce, you agree to be bound by the restrictions set out below. |
23.3 | For the periods set out below immediately following the Termination Date you will not either Directly or Indirectly: |
(a) | for 6 months in competition with us or any Relevant Group Company provide, or be Materially Involved with any Person providing, Restricted Products or Services; |
(b) | for 6 months encourage or try to encourage any Client or any Prospective Client either not to give custom or to take custom away from us or any Relevant Group Company; |
(c) | for 6 months in competition with us or any Relevant Group Company either: |
(i) | solicit or try to solicit the custom of any Client or any Prospective Client with a view to supplying that Client or Prospective Client with Restricted Products or Services; and/or |
(ii) | supply Restricted Products or Services to any Client or any Prospective Client; |
(d) | for 6 months: |
(i) | solicit or try to solicit any Key Person; and/or |
(ii) | employ or enter into partnership or association with or retain the services of any Key Person or offer to do so; |
(e) | for 6 months solicit or try to solicit or place orders for the supply of products or services from any Supplier if a reasonably likely consequence is that the Supplier will cease supplying , materially reduce its supply or vary detrimentally the terms on which it supplies products or services to us or any Relevant Group Company. |
23.4 | Any period of restriction set out above will be reduced by one day for every day during the notice period which we required you both to remain away from our premises and not to carry out your normal duties. |
23.5 | You undertake that: |
(a) | if you receive an offer of employment or engagement with a Person other than us or any Group Company, either during your employment or during the period for which the restrictions set out above remain in force, you will immediately provide that Person with a complete copy of this clause and the relevant definitions; and |
(b) | if you accept the offer, you will immediately notify us of the identity of the Person and your acceptance of the offer. |
23.6 | You agree that we are entering into the above restrictions and all relevant definitions for our own benefit and as trustee for each Relevant Group Company. |
24 | This Agreement |
24.1 | This Agreement will be governed by the laws of England and Wales and the Courts of England and Wales will have non-exclusive jurisdiction to adjudicate any disputes arising under it. |
24.2 | By signing this Agreement , you confirm that you are not entering into employment with us in reliance upon any oral or written representations made to you by us or on our behalf. |
24.3 | We reserve the right to make changes to any of your terms of employment at any time having regard to the changing needs and circumstances of the business. We will normally give you one month's written notice of any change. |
24.4 | This Agreement contains the whole agreement between you and us in connection with your employment. |
24.5 | There are no collective agreements that affect the terms and conditions of your employment. |
24.6 | Where there is a reference in this Agreement to the making of a payment or provision of a benefit, that payment or benefit shall be subject to such deductions for tax and national insurance contributions as may be required. |
25 | Definitions |
25.1 | In this Agreement: |
(a) | information relating to the business methods, corporate plans, management systems, finances, new business opportunities , research and development projects, marketing or sales of any past, present or future product or service; |
(b) | secret formulae, processes, inventions, designs, know-how discoveries, technical specifications and other technical information relating to the creation, production or supply of any past, present or future product or service of the Employer and/or any Group Company; |
(c) | lists or details of customers, potential customers or suppliers or the arrangements made with any customer or supplier; and |
(d) | any information in respect of which the Employer and/or any Group Company owes an obligation of confidentiality to any third party. |
(e) | capable of exploitation by us in the normal course of our business; or |
(f) | so created, devised, developed, discovered or worked on by you during the course of or in connection with your employment by us; |
(g) | patents, petty patents, short term patents, utility models, registered designs, trade or service marks, present and future copyright, performance rights, unregistered design rights, database rights, rights in any compilation of data, rights in any trade, brand or business names, rights in any trading style or get-up, rights in goodwill or any and all other analogous rights subsisting anywhere in the world whether registered or unregistered; and |
(h) | any application for or any right to apply for registration of any such right; and |
(i) | any revival, extension, renewal or reversion of any such right; and |
(j) | the benefit (subject to the burden) of any agreement, arrangement or licence in connection with any such right; |
(k) | capable of exploitation by us in the normal course of our business; or |
(I) | so created, devised, developed, discovered, delivered or worked on by you during the course of or in connection with your employment by us. |
25.2 | References to "we", "us" and "our" shall be to the Employer. |
SIGNED on behalf of the Employer | /s/ Tracy Nobin | |
DATED | 10/5/2016 |
SIGNED by you | /s/ David Gosen | |
DATED | 10th May 2016 | |
SIGNED AND DELIVERED AS A DEED | ||
by you | /s/ David Gosen | |
DATED | 10th May 2016 | |
In the presence of | ||
Witness signature | /s/ Robin Spencer | |
Robin Spencer | ||
Witness name & address | [address] | |
1. | Amendment. With effect from the Effective Date, Section 9 of the Employment Agreement shall be deleted and replaced as follows: |
9.1 | You shall remain enrolled in our Group Personal Pension Scheme (the “Pension Scheme”) as long as you meet statutory enrolment criteria. In these circumstances we will make employer contributions to the Pension Scheme in respect of you in the fixed amount of £833.33 per calendar month (the “Pension Contribution”). Further details (including details of the enrolment criteria) are available from Human Resources. |
9.2 | At the end of each tax year of your employment (or on termination of this Agreement), we will make a cash payment to you (the “Special Cash Payment”) equal to six percent (6%) of your base salary that has accrued through the months in said tax year less the total amount of any Pension Contribution made in respect of the same tax year. The Special Cash Payment will not be consolidated into base salary nor will it count towards any remuneration-related benefits such as pension entitlement or life assurance and shall be subject to deductions for tax and national insurance contributions as may be required. |
9.3 | Employee expressly acknowledges that clauses 9.1 and 9.2 above have been agreed at the specific request of Employee in lieu of employer contributions of 6% of base salary into the Pension Scheme as standard.” |
2. | Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment. |
COMPANY | ROCKET FUEL LIMITED | |
By: | /s/ Randy Wootton | |
Title: | Chief Executive Officer | |
Date: | Dec-20-2016 |
EMPLOYEE | DAVID GOSEN | |
By: | /s/ David Gosen | |
Title: | Senior Vice President, International | |
Date: | Dec-20-2016 |
1.5. | “Code” means the Internal Revenue Code of 1986, as amended. |
1.6. | “Director” means a member of the Board. |
1.14. | “Share” means a share of the Company’s common stock. |
2. | Involuntary Termination. |
3. | Code Section 280G. |
4. | Conditions to Receipt of Severance. |
5. | Section 409A. |
13. | Arbitration. |
COMPANY | ROCKET FUEL INC. | |||
By: | /s/ Monte Zweben | |||
Title: | Interim Chief Executive Officer | |||
Date: | 4/8/2015 | 10:26 PT | |||
EXECUTIVE | JOANN C. COVINGTON | |||
By: | /s/ JoAnn Covington | |||
Title: | General Counsel | |||
Date: | 4/7/2015 | 20:20 ET |
1.6. | “Director” means a member of the Board. |
1.15. | “Share” means a share of the Company’s common stock. |
2. | Involuntary Termination. |
3. | Code Section 280G. |
4. | Conditions to Receipt of Severance. |
COMPANY | ROCKET FUEL INC. | |||
By: | Tracy Nobin | |||
/s/ Tracy Nobin | ||||
Title: | VP Head of Human Resources EMEA | |||
Date: | 10 May 2016 | |||
EXECUTIVE | DAVID GOSEN | |||
/s/ David Gosen | ||||
Date: | 10th May 2016 |
1.5. | “Code” means the Internal Revenue Code of 1986, as amended. |
1.6. | “Director” means a member of the Board. |
1.14. | “Share” means a share of the Company’s common stock. |
2. | Involuntary Termination. |
3. | Code Section 280G. |
4. | Conditions to Receipt of Severance. |
5. | Section 409A. |
13. | Arbitration. |
COMPANY | ROCKET FUEL INC. | |||
By: | /s/ Randy Wootton | |||
Title: | Chief Executive Officer | |||
Date: | Jul-01-2016 | |||
EXECUTIVE | REX JACKSON | |||
By: | /s/ Rex Jackson | |||
Title: | CFO | |||
Date: | Jul-01-2016 |
1.5. | “Code” means the Internal Revenue Code of 1986, as amended. |
1.6. | “Director” means a member of the Board. |
1.14. | “Share” means a share of the Company’s common stock. |
2. | Involuntary Termination. |
3. | Code Section 280G. |
4. | Conditions to Receipt of Severance. |
5. | Section 409A. |
13. | Arbitration. |
COMPANY | ROCKET FUEL INC. | |||
By: | /s/ Jennifer Trzepacz | |||
Title: | Senior Vice President, HR | |||
Date: | Jul-27-2016 | |||
EXECUTIVE | RICK SONG | |||
By: | /s/ Rick Song | |||
Title: | Chief Revenue Officer | |||
Date: | Jul-27-2016 |
1.5. | “Code” means the Internal Revenue Code of 1986, as amended. |
1.6. | “Director” means a member of the Board. |
1.14. | “Share” means a share of the Company’s common stock. |
2. | Involuntary Termination. |
3. | Code Section 280G. |
4. | Conditions to Receipt of Severance. |
5. | Section 409A. |
13. | Arbitration. |
COMPANY | ROCKET FUEL INC. | |||
By: | /s/ Jennifer Trzepacz | |||
Title: | Senior Vice President, HR | |||
Date: | Aug-20-2016 | |||
EXECUTIVE | RICK PITTENGER | |||
By: | /s/ Rick Pittenger | |||
Title: | SVP Engineering | |||
Date: | Aug-20-2016 |
For the Year Ended December 31, | ||||||||||||||||||
2011 | 2012 | 2013 | 2014 | 2015 | 2016 | |||||||||||||
(in thousands) | ||||||||||||||||||
Earnings: | ||||||||||||||||||
Loss before provision for income taxes | $ | (4,198 | ) | $ | (8,450 | ) | $ | (16,882 | ) | $ | (72,221 | ) | $ | (213,209 | ) | $ | (67,962 | ) |
Add: Fixed charges, as below | 413 | 723 | 1,996 | 6,771 | 8,471 | 8,159 | ||||||||||||
Deficiency of earnings to fixed charges | $ | (3,785 | ) | $ | (7,727 | ) | $ | (14,886 | ) | $ | (65,450 | ) | $ | (204,738 | ) | $ | (59,803 | ) |
Fixed Charges: | ||||||||||||||||||
Interest expense | $ | 250 | $ | 316 | $ | 917 | $ | 3,091 | $ | 4,563 | $ | 4,466 | ||||||
Estimated interest portion of rent expense(1) | 163 | 407 | 1,079 | 3,680 | 3,908 | 3,693 | ||||||||||||
Total fixed charges | $ | 413 | $ | 723 | $ | 1,996 | $ | 6,771 | $ | 8,471 | $ | 8,159 | ||||||
Ratio of earnings to fixed charges | — | — | — | — | — | — |
(1) | Represents the estimated portion of operating lease rental expense that is considered by us to be representative of interest, which approximates one-quarter of the related total operating lease expense. |
1) | I have reviewed this Annual Report on Form 10-K of Rocket Fuel Inc.; |
2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4) | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5) | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ E. Randolph Wootton III | |
E. RANDOLPH WOOTTON III | |
Chief Executive Officer (Principal Executive Officer) |
1) | I have reviewed this Annual Report on Form 10-K of Rocket Fuel Inc.; |
2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4) | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5) | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Stephen Snyder | |
STEPHEN SNYDER | |
Chief Financial Officer (Principal Financial and Accounting Officer) |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Rocket Fuel Inc. for the periods presented therein. |
/s/ E. Randolph Wootton III | |
E. RANDOLPH WOOTTON III | |
Chief Executive Officer | |
(Principal Executive Officer) |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Rocket Fuel Inc. for the periods presented therein. |
/s/ Stephen Snyder | |
STEPHEN SNYDER | |
Chief Financial Officer | |
(Principal Financial and Accounting Officer) |
S>\D#!"
MR.()%5F594V21.=R,."0#V[X9>#(KJUB-P?,T[3Q);V\$A9CEF,K$G RH:5B
M#DG< ORK&HH ]LT^*PTHKI=F8HG1#*( X,GEEMIE*EC(5+_*9#D;OESGB@#0
M-O$T@F**95!57*C< >H#8R >X!P: ): .%/PU\/-JQUYK.(WWFK.'V@ 3KTG
M &9,C=EBPW_ #@!_FH [J@ H * "@ H * "@ H * "@ H * "@ H * "@ H
M * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "
M@#/CTJUANWU!(PMS*@1Y!G+*,8&,X_A7) R=HR3@4 :% !0 4 % !0 4 % !
M0 4 % !0 4 % !0 4 % !0 4 % !0 4 % !0!C^(O^07>?\ 7K/_ .BGH /#
MO_(+L_\ KU@_]%)0!A?$"\U#3=&GO=,N%M)+9?,9O)65V5>0B&0F./BZ#J$VJV,-W=0/93R*?,MY VZ)U8JR$LJ;@K [9%79(N)(RT;*Q -:@
MH * *6I:E;:/;/>WTJ6]O"-TDDAVH@) !)[9) ^I H \R\?7]YI5]8:II]RZ
M!H;B*&W!9X+VY8P2P6K1H&+-
@^']2GU:QCNKNW>
MQN'WB2WDW;HF1V0KN*H)!\N1(@,4@(>)GC*L0#9H * "@#)US6K;P]:/?WF_
MR8RBD1QO*Y,DBQJ%CC#.YW..%4G&3CB@#S7QO;2:A
3*]H\HR&T^]9?M$ 'W28;B,QL0 P
MMVM58D$$@&!X+\/R>(M-LI?$^G1QO96-K:Q_:5/VR22.)5NVG ;:+>24?NK=
MPV_:9I -Z*H![ !C@4 % !0!!/=0VNWSY$BWL$7>P7
6TC/-0!V5C80:9%]
MGM4\N+?+)M!) ::1YI,;B< R.Q"C"H"$0*@50 7* "@ H X36GUC0[J76HG-
MYIR!5FL%4;TMT0%KFW; +7*2&5I(68K/ $5"LR*& *-OHL7BW48_$L-S.NFS
MV]J@MO+>#[0UE<71[=GA5U#_ +EV6)0"#7O!4VJ6NFQIIES;Z=;6UQ')
MI=K'H+/!WG::T D5F$947$ \B20 NH\F0 \^UWPYXAUBVLWU2VFU&XMXI
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M^%;5K'2;6VDM_L,D,*(]N'64(ZC#D2JS>:'?,@E8^9(&WRJLK.H -^@ H *
M"@ H * "@ H * "@ H * "@ H * "@ H * "@ H Q_$7_(+O/^O6?_T4] !X
M=_Y!=G_UZP?^BDH V* "@ H * "@ H * "@ H * "@ H * "@ H * "@ H *
M "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@
MH * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H * "@ H *
M"@ H * "@ H * "@ H * "@ H * "@ H * "@ H * ,?Q%_R"[S_ *]9_P#T
M4] ' :7\1M.L+."UDCN2\$,<3%4C*ED15)!,H.,CC(!QU H O_\ "T=+_P">
M5U_WQ%_\>H /^%HZ7_SRNO\ OB+_ ./4 '_"T=+_ .>5U_WQ%_\ 'J #_A:.
ME_\ /*Z_[XB_^/4 '_"T=+_YY77_ 'Q%_P#'J #_ (6CI?\ SRNO^^(O_CU
M!_PM'2_^>5U_WQ%_\>H /^%HZ7_SRNO^^(O_ (]0 ?\ "T=+_P">5U_WQ%_\
M>H /^%HZ7_SRNO\ OB+_ ./4 '_"T=+_ .>5U_WQ%_\ 'J #_A:.E_\ /*Z_
M[XB_^/4 '_"T=+_YY77_ 'Q%_P#'J #_ (6CI?\ SRNO^^(O_CU !_PM'2_^
M>5U_WQ%_\>H /^%HZ7_SRNO^^(O_ (]0 ?\ "T=+_P">5U_WQ%_\>H /^%HZ
M7_SRNO\ OB+_ ./4 '_"T=+_ .>5U_WQ%_\ 'J #_A:.E_\ /*Z_[XB_^/4
M'_"T=+_YY77_ 'Q%_P#'J #_ (6CI?\ SRNO^^(O_CU !_PM'2_^>5U_WQ%_
M\>H /^%HZ7_SRNO^^(O_ (]0 ?\ "T=+_P">5U_WQ%_\>H /^%HZ7_SRNO\
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M%_\ 'J #_A:.E_\ /*Z_[XB_^/4 '_"T=+_YY77_ 'Q%_P#'J #_ (6CI?\
MSRNO^^(O_CU !_PM'2_^>5U_WQ%_\>H /^%HZ7_SRNO^^(O_ (]0 ?\ "T=+
M_P">5U_WQ%_\>H /^%HZ7_SRNO\ OB+_ ./4 '_"T=+_ .>5U_WQ%_\ 'J #
M_A:.E_\ /*Z_[XB_^/4 '_"T=+_YY77_ 'Q%_P#'J #_ (6CI?\ SRNO^^(O
M_CU !_PM'2_^>5U_WQ%_\>H /^%HZ7_SRNO^^(O_ (]0 ?\ "T=+_P">5U_W
MQ%_\>H /^%HZ7_SRNO\ OB+_ ./4 '_"T=+_ .>5U_WQ%_\ 'J #_A:.E_\
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M=+_YY77_ 'Q%_P#'J #_ (6CI?\ SRNO^^(O_CU !_PM'2_^>5U_WQ%_\>H
M/^%HZ7_SRNO^^(O_ (]0!0U3XC:=?V<]K''
Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Feb. 28, 2017 |
Jun. 30, 2015 |
|
Document and Entity Information | |||
Entity Registrant Name | Rocket Fuel Inc. | ||
Entity Central Index Key | 0001477200 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 57,915,287 | ||
Entity Common Stock, Shares Outstanding | 46,254,505 | ||
Document Fiscal Year Focus | 2016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
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 | 46,218,687 | 43,567,016 |
Common stock, shares outstanding | 46,218,687 | 43,567,016 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Income Statement [Abstract] | |||
Revenue | $ 456,263 | $ 461,637 | $ 408,641 |
Costs and expenses: | |||
Media costs | 204,168 | 189,089 | 173,477 |
Other cost of revenue | 85,120 | 79,867 | 48,586 |
Research and development | 35,354 | 44,922 | 39,794 |
Sales and marketing | 131,099 | 166,140 | 146,430 |
General and administrative | 50,117 | 58,354 | 60,545 |
Goodwill, Impairment Loss | 0 | 117,521 | 0 |
Restructuring Charges | 8,122 | 7,393 | 0 |
Total costs and expenses | 513,980 | 663,286 | 468,832 |
Operating loss | (57,717) | (201,649) | (60,191) |
Other expense, net: | |||
Interest expense | (4,466) | (4,563) | (3,092) |
Other (income) expense, net | 2,387 | 3,112 | 5,267 |
Loss before income taxes | (64,570) | (209,324) | (68,550) |
Income tax provision (benefit) | (1,125) | (1,221) | 4,239 |
Net loss | $ (65,695) | $ (210,545) | $ (64,311) |
Basic and diluted net loss per share attributable to common stockholders | $ (1.47) | $ (4.95) | $ (1.74) |
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders | 44,579 | 42,551 | 37,001 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (65,695) | $ (210,545) | $ (64,311) |
Other comprehensive loss: | |||
Foreign currency translation adjustments | (774) | (31) | (105) |
Comprehensive loss | $ (66,469) | $ (210,576) | $ (64,416) |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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”) is a technology company that brings the power of machine learning to the world of digital marketing, offering a Predictive Marketing Platform designed to help marketers and their agencies connect with consumers through digital media at moments when that connection is most likely to be influential and most likely to achieve the advertiser’s objectives. The Company's technology autonomously purchases ad spots, or impressions, one at a time, on real-time advertising exchanges to create portfolios of impressions designed to optimize the goals of our advertisers, such as increased sales, heightened brand awareness and decreased cost per customer acquisition. The Company was incorporated as a Delaware corporation on March 25, 2008 and is headquartered in Redwood City, California, with offices in various cities across the United States, Europe, Canada, and Australia. In September 2013, the Company completed the initial public offering of its common stock (the “IPO”) whereby 4,000,000 shares of common stock were sold by the Company and 600,000 shares of common stock were sold by selling stockholders. The public offering price of the shares sold in the offering was $29.00 per share. The Company did not receive any proceeds from the sale of shares by the selling stockholders. The total gross proceeds from the offering to the Company were $116.0 million. After deducting underwriters’ discounts and commissions and offering expenses, the aggregate net proceeds received by the Company totaled approximately $103.3 million. In February 2014, the Company completed an underwritten follow-on public offering (the “Follow-on Offering”) of its common stock in which 2,000,000 shares of common stock were sold by the Company and 3,000,000 shares of common stock were sold by selling stockholders. The public offering price of the shares sold in the offering was $61.00 per share. The Company did not receive any proceeds from the sale of shares by the selling stockholders. The total gross proceeds from the offering to the Company were $122.0 million. After deducting underwriters’ discounts and commissions and offering expenses, the aggregate net proceeds received by the Company totaled approximately $115.4 million. In September 2014, the Company acquired X Plus Two Solutions, Inc., the parent company of [x+1], a privately held programmatic marketing technology company for 5.3 million shares of common stock and $98.0 million in cash. The acquisition of [x+1] added important assets to the Company's technology solutions, principally the Data Management Platform, or DMP. Principles of Consolidation—The consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Principles of Presentation and Going Concern—The Company has incurred losses from operations resulting in an accumulated deficit of $(385.0) million as of December 31, 2016, with a net loss of $(65.7) million during the year ended December 31, 2016. Since inception, the Company's operations and investments have been funded through cash generated from operations and debt from banks, capital leases and equity financing. As of December 31, 2016, the Company had cash and cash equivalents of $84.0 million, of which $2.3 million was held by its foreign subsidiaries, $71.2 million in debt obligations, under the Revolving Credit and Term Loan Agreement (the "2016 Loan Facility") which expires on December 31, 2018 and $15.0 million in capital lease obligations. The Company's ability to continue as a going concern is dependent on its ability to generate sufficient cash from operations, which is subject to achieving its operating plans, and the continued availability of external funding sources. The main source of funding is the 2016 Loan Facility which includes bank-defined EBTIDA targets, minimum cash requirements, and other financial and non-financial covenants. The Company considers the continued availability of the loan facility a significant condition to meeting its payment obligations as it has had to amend its terms, in particular the bank-defined EBITDA covenant, several times over the past two fiscal years in order to remain in compliance. In fiscal year 2016 the Company generated $20.8 million of cash from operating activities and in January 2017 announced a plan to improve its operational efficiency which is expected to reduce operating expense by approximately $20 million annually. Refer to Note16 for details. The operating plans for fiscal year 2017 indicate that the Company will meet the bank-defined EBITDA targets. If it appears these targets may not be met, the operating plan has variable costs components that could be adjusted if necessary. If the targets of the operating plan for fiscal year 2017 cannot be met, the Company may seek amendments to the 2016 Loan Facility from its current lenders as it has successfully done several times in the past. Alternatively, the Company may seek alternative sources of financing from other asset-backed lending institutions based on utilizing accounts receivable as collateral. As a result, the Company believes that such plans and the alternative actions available to the Company, mitigate the relevant conditions and events that would raise substantial doubt about the Company's ability to continue as a going concern. Use of Estimates—The preparation of consolidated financial statements in accordance with United States Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, provisions for doubtful accounts, the amount of software development costs which should be capitalized, certain accruals, future taxable income, future cash flows to be derived from the Company, the useful lives of long-lived and intangible assets, and the assumptions used for purposes of determining stock-based compensation. Actual results could differ from those estimates. Foreign Currency Translation—The Company’s foreign subsidiaries record their assets, liabilities and results of operations in their local currencies, which are their functional currencies. The Company translates its subsidiaries' consolidated financial statements into U.S. dollars each reporting period for purposes of consolidation. Assets and liabilities of the Company’s foreign subsidiaries are translated at the period-end currency exchange rates, certain equity accounts are translated at historical exchange rates and revenue, expenses, gains and losses are translated at the average currency exchange rates in effect for the period. The net effect of these translation adjustments are reported in a separate component of stockholders’ equity titled accumulated other comprehensive loss. Fair Value of Financial Instruments—The Company’s financial instruments consist principally of cash equivalents, accounts receivable, accounts payable, term debt and revolving credit facilities. The fair value of the Company’s cash equivalents is determined based on quoted prices in active markets for identical assets for its money market funds. The recorded values of the Company’s accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair values due to the relatively short-term nature of these accounts. The Company believes that the fair value of the capital leases, term debt and revolving credit facilities approximate their respective recorded amounts as of December 31, 2016 and 2015 as the interest rates on the term debt and revolving credit facilities are variable and the rates for each are based on market interest rates after consideration of default and credit risk (using level 2 inputs). Cash and Cash Equivalents—Cash consists of cash maintained in checking and savings accounts. All highly liquid investments purchased with an original maturity date of 90 days or less at the date of purchase are considered to be cash equivalents. Cash equivalents consist of money market funds. Restricted Cash—Restricted cash as of December 31, 2016 and 2015 consists of cash required to be deposited with financial institutions for security deposits for some of the Company's office lease agreements. Concentration of Credit Risk—Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. A significant portion of the Company’s cash is held at four major financial institutions that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts. The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers' accounts receivable balances. As of December 31, 2016, two agency holding companies and one single advertiser accounted for 10% of more of accounts receivable. As of December 31, 2015, two agency holding companies and no single advertiser accounted for 10% or more of accounts receivable. With respect to revenue concentration, the Company defines a customer as an advertiser that is a distinct source of revenue and is legally bound to pay for the advertising services that the Company delivers on the advertiser’s behalf. The Company counts all advertisers within a single corporate structure as one customer even in cases where multiple brands, branches or divisions of an organization enter into separate contracts with the Company. During the years ended December 31, 2016, 2015 and 2014, no single customer represented 10% or more of revenue. The Company also monitors the percentage of revenue from advertising agencies, even though advertising agencies that act on behalf of the Company’s advertisers are not considered customers based on the definition above. If all branches and divisions within each global advertising agency were considered to be a single agency for this purpose, two agency holding companies would have been associated with 10% or more of revenue during the years ended December 31, 2016, 2015 and 2014. Provision for Doubtful Accounts and Sales Reserves—The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, management considers, among other factors, the aging of the accounts receivable, historical write-offs and the credit-worthiness of each customer. The Company also estimates sales returns and allowances in the same period the related revenue is recorded. These estimates are based on an analysis of credits issued for billing corrections. If circumstances change, such as higher-than-expected defaults or an unexpected material adverse change in a major customer’s ability to meet its financial obligations, the Company’s estimate of these provisions could change by a material amount. The following is a summary of activities in allowance for doubtful accounts and sales reserves for the fiscal years indicated (in thousands):
Property and Equipment—Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets, or if the estimate of the useful live subsequently changes, the depreciation is accelerated. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization, as applicable, are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. Construction in progress primarily includes costs related to the leasehold improvements. Leasehold improvements are amortized on a straight-line basis over the term of the lease, or the useful life of the assets, whichever is shorter. Depreciation and amortization periods for the Company’s property and equipment are as follows:
Internal-Use Software Development Costs—The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post implementation phases of development as research and development expense. The Company capitalizes costs when preliminary efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and will be used as intended. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. The Company capitalized $13.1 million and $15.5 million for the years ended December 31, 2016 and 2015, respectively. These capitalized amounts are included in property, equipment and software—net on the consolidated balance sheets. Amortization commences when the website or software for internal use is ready for its intended use. The amortization period utilized for capitalized software is the estimated useful life of the related asset. Impairment of Long-lived Assets—The Company periodically reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. Fair value is estimated based on discounted future cash flows. Due to the price decline of our publicly traded stock we conducted an impairment test for our long-lived asset group at the end of fiscal year 2016 and determined that the asset group was not impaired. The Company incurred $19.1 million in accelerated depreciation and impairment charges for leasehold improvements and certain other assets during the twelve months ended December 31, 2016. The Company incurred $6.6 million in impairment charges for leasehold improvements and certain other assets during the twelve months ended December 31, 2015. No impairment charges were recorded during the year ended December 31, 2014. Refer to Note 7 for details of the impairment charges for some of the Company's leasehold improvement assets. Business Combinations—The Company accounts for business combinations using the acquisition accounting method as required under the provisions of Financial Accounting Standards Board ("FASB") ASC 805, Business Combinations, or ASC 805. The total purchase price is allocated to the assets acquired and liabilities assumed based on fair values at the date of acquisition. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Best estimates and assumptions are used in the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date. These estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding adjustment to goodwill. After the preliminary purchase price allocation period, adjustments are recorded in the operating results in the period in which the adjustments were determined. The fair value assigned to identifiable intangible assets acquired is determined using the income approach which discounts expected future cash flows to present value using estimations and assumptions determined by management. The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets. The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, is recorded as goodwill and primarily reflects the value of the synergies expected to be generated from combining the Company's and the acquired entity’s technology and operations. Generally, the goodwill is not deductible for income tax purposes. Goodwill—The Company performs an annual impairment test near the end of its fiscal year on December 1 and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Since the Company operates its business in one reporting unit, the goodwill is tested for impairment at the enterprise level. Due to a stock price decline during the 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 Consolidated Statements of Operations for the period ended September 30, 2015. Refer to Note 14 for details of the Company's goodwill impairment test. Revenue Recognition—The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or a service has been provided, customer fees are fixed or determinable, and collection is reasonably assured. Demand Side Platform—To date, the Company has generated most of its revenue by delivering digital advertisements to Internet users through various channels, including display, mobile, social and video. This aspect of its business is referred to as a demand side platform, (“DSP”). These arrangements are typically with advertising agencies on behalf of their advertiser clients and are generally evidenced by a fully-executed insertion order (“IO”) that are generally cancellable by the customer as to any unfulfilled portion without penalty. Generally, IOs describe the campaign objectives, state the number and type of advertising impressions to be delivered, the agreed upon rate for each delivered impression, and a fixed period of time for delivery. Customers are typically billed on a monthly basis for each campaign for impressions delivered during the prior month. Depending on the customers' decision the delivery of impressions can either be measured by our ad servers or by third party ad tracking providers. The Company determines collectability by performing ongoing credit evaluations and monitoring its customers’ accounts receivable balances. For new customers and their agents, which may be advertising agencies or other third parties, the Company performs a credit check with an independent credit agency and may check credit references to determine creditworthiness. The Company only recognizes revenue when collection is reasonably assured. The determination of whether revenue from DSP arrangements should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance is individually considered presumptive or determinative, the Company has concluded that it acts as a principal with respect to these arrangements because (a) the Company is the primary obligor and is responsible for (i) fulfilling the advertisement delivery, (ii) establishing the selling prices for delivery of the advertisements, (iii) selecting the media to fulfill the insertion order, and (iv) performing campaign set-up, campaign management, billing and collection activities including retaining credit risk, and (b) the Company has the risk of fluctuating costs from its media vendors relative to fixed pricing negotiated with its customers and has discretion in selecting media vendors when fulfilling a customer’s campaign. Based on this conclusion, the Company reports revenue earned and costs incurred with respect to its full-service DSP on a gross basis. In addition to delivering internet advertising through its full-service DSP, the Company licenses a self-service version of its DSP. For the majority of self-serve DSP arrangements, the principal-agent criteria are substantially similar to the full-service DSP arrangements described above, and revenue and costs are reported on a gross basis. For a small number of our self-service DSP customers based on the accounting guidance for principal-agent considerations, the Company has concluded that it acts as an agent in cases where (i) the Company is not the primary obligor, as the customers no longer require significant involvement of the ad operations teams (ii) the Company does not have inventory risk as the customer chooses the inventory to purchase on a real-time basis, (iii) the media spend of the campaign is determined by the customer through the real-time bidding process, and (iv) the amount earned by the Company is based on a fixed percentage of the media spend of the customer’s campaign. Based on this conclusion, the Company reports a portion of revenue earned and costs incurred with respect to this type of self-service DSP arrangements on a net basis. For the majority of self-serve DSP arrangements these principal-agent criteria are more akin to full-service DSP arrangements, and revenue and costs are reported on a gross basis. On occasion, the Company has offered customer incentive programs that provide rebates after achieving a specified level of advertising spending. The Company records reductions to revenue for estimated commitments related to these customer incentive programs. For transactions involving incentives, the Company recognizes revenue net of the estimated amount to be paid by rebate, provided that the rebate amount can be reasonably and reliably estimated and the other conditions for revenue recognition have been met. The Company’s policy requires that, if rebates cannot be reliably estimated, revenue is not recognized until reliable estimates can be made or the rebate program lapses. Data Management Platform—The Company licenses the right to access its data management platform ("DMP") to agencies and advertisers for their own use. These arrangements typically run over a period of one year or more and do not provide the customer with the right or ability to take possession of the platform. Revenue from license agreements is recognized ratably over the license term. The Company also provides professional services such as implementation, training or support for its platform. Revenue is deferred until the implementation services are completed or recognized ratably over the term of the support agreement. Multiple-Element Arrangements—The Company enters into arrangements to sell advertising that includes different media placements or ad services that are delivered at the same time during the campaign period, or within close proximity of one another. The Company allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence (“VSOE”), if available; (2) third-party evidence (“TPE”), if VSOE is not available; and (3) best estimate of selling price (“BESP”), if neither VSOE nor TPE is available. To date, the Company has not been able to establish VSOE or selling price based on TPE for any of its advertising offerings. When it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in the Company’s multiple element arrangements. The Company determines BESP for deliverables by considering multiple factors, including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. In particular, the Company reviews multiple data points to determine BESP, including price lists used by the Company’s sales team in pricing negotiations, historical average and median pricing achieved in prior contractual customer arrangements and input from the Company’s sales operation department regarding what it believes the deliverables could be sold for on a stand-alone basis. Given that most arrangements have only one type of advertising deliverable and the campaigns have a relatively short duration, the impact of using BESP versus the contractually-stated prices has historically been immaterial. With some customers, the Company enters into arrangements for both DMP and DSP services at the same time, or within close proximity of one another. In such circumstances, each element is accounted for as a separate unit of accounting because the following criteria are met: the delivered services have value to the customer on a standalone basis as the services are sold separately; the arrangement does not provide the right to return any of the delivered services; and performance of the undelivered services is considered probable and is substantially controlled by the Company. The Company recognizes the relative fair value of advertising services as they are delivered, assuming all other revenue recognition criteria are met. The Company limits the amount of revenue reported in multiple-element arrangements to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. Deferred revenue is comprised of contractual billings in excess of recognized revenue and payments received in advance of revenue recognition. Media costs—Media costs consists primarily of cost for advertising impressions purchased from real-time advertising exchanges and other third parties. Other cost of revenue—Other cost of revenue consists primarily of third-party inventory validation and data vendor costs, data center hosting costs, depreciation and amortization expense, amortization of internal-use software development costs, personnel costs and allocated costs of the Company’s operations group, which sets up, initiates and monitors the Company’s advertising campaigns. Allocated costs include charges for facilities, office expenses, and other miscellaneous expenses. Research and Development—Research and development expenses include costs associated with the maintenance and ongoing development of the Company’s technology, including compensation and employee benefits and allocated costs associated with the Company’s engineering and research and development departments, as well as costs for contracted services and supplies. The Company reviews costs incurred in the application development stage and assesses such costs for potential capitalization. Sales and Marketing—Sales and marketing expenses consist primarily of compensation (including commissions) and employee benefits of sales and marketing personnel and related support teams, allocated costs, amortization of acquired intangible assets, certain advertising costs, travel, trade shows and marketing materials. The Company incurred advertising costs of $4.5 million, $7.8 million and $6.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. General and Administrative—General and administrative expenses include facilities costs, executive and administrative compensation and employee benefits, depreciation, professional services fees, insurance costs, bad debt and other allocated costs, such as facility-related expenses, supplies and other fixed costs. Restructuring—Restructuring expense includes severance payments to employees, exit costs for excess facilities, depreciation or impairments of lease-related assets, the loss of assets disposed, and the release of deferred rent liabilities related to terminated leases. Operating Leases—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 includes the impact of general abatements and tenant improvements paid by the landlord. In the event the Company permanently exits a leased space and executes a sublease, it elects to recognize the related loss upon execution of the sublease. Refer to Note 12 for details of the Company's commitments under its operating leases. Stock-based Compensation—The Company measures compensation expense for all stock-based payment awards, including stock options granted to employees, based on the estimated fair value of the awards on the date of the grant. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. Stock-based compensation is recognized on a straight-line basis over the requisite vesting period, net of estimated forfeitures. The forfeiture rate is based on an analysis of the Company’s actual historical forfeitures. Income Taxes—The Company accounts for income taxes using an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Operating loss and tax credit carry-forwards are measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date, and then, only in an amount more likely than not to be sustained upon review by the tax authorities. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Recently Issued and Adopted Accounting Pronouncements—Under the Jumpstart Our Business Startups Act (the "JOBS Act"), the Company qualifies as an “emerging growth company” and has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.” In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-15 ("ASU 2016-15"), Classification of Certain Cash Receipts and Cash Payments, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for annual reporting periods beginning after December 15, 2017, and for interim periods within fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact of this ASU to its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09 ("ASU 2016-09"), Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. The Company is currently evaluating the impact of this ASU to its consolidated financial statements and related disclosures. In February 2016, the FASB issued Accounting Standards Codification (“ASC”) 842 (“ASC 842”), Leases which replaces the existing guidance in ASC 840, Leases. The amendment is effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use ("ROU") asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The Company is evaluating the impact of the adoption on the consolidated financial statements and related disclosures. In September 2015, the FASB issued accounting guidance which simplifies measurement period adjustments in a business combination under ASU 2015-16. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years and early adoption is permitted. The Company early adopted the guidance for the fiscal year ended December 31, 2015. In April 2015, the FASB issued accounting guidance which clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software under ASC 350-40. The guidance is effective for annual periods and interim periods therein beginning after December 15, 2015. The adoption of this guidance did not impact the Company's consolidated financial statements. In April 2015, the FASB issued accounting guidance which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability under ASU 2015-03. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years and early adoption is permitted. The Company adopted the guidance for the fiscal year ended December 31, 2016. In August 2014, the FASB provided accounting guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures under ASU 2014-15. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company adopted the guidance for the fiscal year ended December 31, 2016. In May 2014, the FASB issued accounting guidance which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers under ASU 2014-09. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. Additionally, ASU 2014-09 requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 by one year allowing early adoption as of the original effective date January 1, 2017. The deferral results in the new revenue standard being effective January 1, 2018. ASU 2014-09, as amended, is effective using either the full retrospective or modified retrospective transition approach for fiscal years, and for interim periods within those years, beginning after December 15, 2017. In 2016, the FASB issued several accounting standards updates to clarify certain topics within ASU 2014-09. The Company will adopt ASU 2014-09, and its related clarifying ASUs, as of January 1, 2018, but has not yet chosen a method of adoption. Further, the Company is in the initial stages of evaluating the effect of the standard on its financial statements and has not yet determined its impact. |
FAIR VALUE MEASUREMENTS |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | NOTE 2. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received on the sale of an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The FASB has established a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under the guidance for fair value measurement are described below:
The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis as of December 31, 2016 and 2015, by level within the fair value hierarchy (in thousands):
|
PROPERTY, EQUIPMENT AND SOFTWARE, NET |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY, EQUIPMENT AND SOFTWARE, NET | NOTE 3. PROPERTY, EQUIPMENT AND SOFTWARE, NET Property, equipment and software, net as of December 31, 2016 and 2015, consisted of the following (in thousands):
Total depreciation and amortization expense related to property, equipment and software, exclusive of the amortization of capitalized internal-use software costs and restructuring related accelerated amortization of leasehold improvements, was $22.2 million, $24.8 million and $13.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. Amortization expense of the capitalized internal-use software costs was $10.9 million, $7.6 million and $5.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. Additionally, the Company recorded an impairment charge and restructuring related accelerated amortization of leasehold improvements of $19.1 million and $6.6 million during the years ended December 31, 2016 and 2015, respectively, for certain of its leasehold improvements in connection with its restructuring activities. Refer to Note 7 for details of the Company's restructuring plan. Refer to Note 6 for details of the Company's capital leases utilized to acquire property and equipment as of December 31, 2016 and 2015. |
BUSINESS COMBINATIONS BUSINESS COMBINATIONS |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BUSINESS COMBINATION | NOTE 4. BUSINESS COMBINATIONS Acquisitions in Fiscal Year 2014 On September 5, 2014, the Company acquired X Plus Two Solutions, Inc., a Delaware corporation (“X Plus Two”), which wholly owns X Plus One Solutions, Inc, known in the industry as [x+1] ("[x+1]"). The acquisition of [x+1] expands the market opportunity and accelerated the Company’s entry into the digital marketing enterprise software-as-a-service ("SaaS") market. At closing, all outstanding shares of [x+1]'s capital stock and stock options were canceled in exchange for an aggregate of $98.0 million in cash and 5.3 million shares of the Company’s common stock. The total purchase consideration was as follows (in thousands):
The acquisition of [x+1] was accounted for in accordance with the acquisition method of accounting for business combinations with the Company as the accounting acquirer. The Company expensed the acquisition-related transaction costs in the amount of $4.9 million in general and administrative expenses. The total purchase price as shown in the table above was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of September 5, 2014, as set forth below. The Company finalized its estimates of fair value for certain of the acquired current assets and liabilities resulting in an adjustment to goodwill of $2.1 million which was recorded during the three months ended September 30, 2015. The total purchase price was allocated as follows (in thousands):
The goodwill is primarily attributable to synergies expected to be generated from combining the Company's and [x+1]’s technology and operations. None of the goodwill recorded as part of the acquisition will be deductible for U.S. federal income tax purposes. The changes in the carrying amount of goodwill for the year ended December 31, 2016 are as follows (in thousands):
(1) Pursuant to business combinations accounting guidance, goodwill adjustments, for the effect of changes to net assets acquired during the measurement period, may be recorded up to one year from the date of an acquisition. Goodwill adjustments were not significant to our previously reported operating results or financial position. The estimated useful life and carrying values of the identifiable intangible assets were as follows (in thousands):
Amortization expense of intangible assets for the year ended December 31, 2016 was $16.0 million and for the year ended December 31, 2015 was $18.4 million. The expected annual amortization expense of intangible assets as of December 31, 2016 is presented below (in thousands):
|
ACCRUED AND OTHER CURRENT LIABILITIES |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED AND OTHER CURRENT LIABILITIES | NOTE 5. ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities as of December 31, 2016 and 2015 consisted of the following (in thousands):
|
CAPITAL LEASES |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CAPITAL LEASES | NOTE 6. CAPITAL LEASES Property, equipment and software - net at December 31, 2016 and 2015 included $30.9 million and $27.6 million, respectively, acquired under capital lease agreements, of which the majority consists of computer hardware. The remaining future minimum lease payments under these non-cancelable capital leases as of December 31, 2016 were as follows (in thousands):
|
RESTRUCTURING COSTS Restructuring and Related Activities Disclosure (Notes) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities Disclosure [Text Block] | NOTE 7. RESTRUCTURING COSTS During the twelve months ended December 31, 2016 and 2015, the Company recorded $8.1 million and $7.4 million, respectively, of restructuring expenses, net of credits, as follows:
Office lease related charges, including the release of deferred rent, relate to the exit of certain leased spaces in Redwood City, Chicago, and New York City in 2016; and Los Angeles, San Francisco and New York City in 2015. The following table summarizes the cash-related restructuring activities for the years ended December 31, 2016 and 2015 included in accrued and other current liabilities on the balance sheets:
Refer to Note 16 for information on the Company's announcement of a restructuring plan in January 2017. |
DEBT |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 8. DEBT On December 31, 2014, the Company entered into a Second Amended and Restated Revolving Credit and Term Loan Agreement with certain lenders, the ("2014 Loan Facility"). The 2014 Loan Facility amended and restated the Company's then-existing Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 20, 2013. Through March 10, 2016, the 2014 Loan Facility provided for an $80.0 million revolving credit facility which matures on December 31, 2017, with a $12.0 million letter of credit subfacility, a $2.5 million swing-line subfacility, and a $30.0 million secured term loan that matures on December 31, 2019. Revolving loans could be advanced under the revolving credit facility in amounts up to the lesser of (i) 85% of eligible accounts receivable and (ii) $80.0 million, less the then outstanding principal amount of the term loan. If at any time the aggregate amounts outstanding exceed the allowable maximum advance, then the Company must make a repayment in an amount sufficient to eliminate the excess. On March 10, 2016, the Company amended the 2014 Loan Facility and terminated the term loan. The then-remaining balance of the term loan was repaid and refinanced by an additional draw down on the revolving credit facility of $22.5 million. In the amendment, the minimum bank-defined EBITDA covenant and the liquidity ratio covenant were changed. Subsequently, on June 21, 2016, the Company further amended its credit agreement to increase the sublimit of eligible foreign account receivables to $12 million. The credit agreement, as so amended, is referred to in the report as the "2016 Loan Facility". The Company paid customary closing fees in connection with establishing and amending its credit agreement, and pays customary commitment fees and letter of credit fees. On September 15, 2016, the Company amended the 2016 Loan Facility. This amendment provides for a floor of zero percent (0%) for certain LIBOR definitions and a change in the timing for measuring whether the Company’s aggregated cash on deposit with the lenders and other domestic financial institutions falls below $40.0 million (calculating our balance on the last day of each month rather than on a continuous rolling basis) for purposes of determining whether the Agent has the right to use future cash collections from accounts receivable directly to reduce the outstanding balance of the Company's revolving credit facility. On December 29, 2016, the Company further amended the 2016 Loan Facility to lower the minimum EBITDA financial covenant for the period ending December 31, 2016. On February 14, 2017, the Company further amended the 2016 Loan Facility. This amendment extended the revolving credit maturity date by one year to December 31, 2018, amended the definition of EBITDA to permit the add-back of restructuring charges incurred during the first two quarters of fiscal year 2017, lowered the minimum EBITDA financial covenant, increased the minimum liquidity ratio financial covenant, and decreased the limit for debt under capital leases as well as the amount of permitted capital expenditures per fiscal year. Under the 2016 Loan Facility, the lenders have the right to use future cash collections from accounts receivable directly to reduce the outstanding balance of the revolving credit facility if the aggregate cash balances on deposit with the lenders and certain other domestic financial institutions fall below $40.0 million at month end. The Company may repay revolving loans under the 2016 Loan Facility in whole or in part at any time without premium or penalty, subject to certain conditions. As of December 31, 2016, $71.5 million under the revolving credit facility and letters of credit in the amount of $6.5 million were outstanding. Revolving loans bear interest, at the Company's option, at (i) a base rate determined pursuant to the terms of the 2016 Loan Facility, plus a spread of 1.625% to 2.125%, or (ii) a LIBOR rate determined pursuant to the terms of the 2016 Loan Facility, plus a spread of 2.625% to 3.125%. Term loans bore interest, at the Company's option, at (i) a base rate determined pursuant to the terms of the 2016 Loan Facility, plus a spread of 2.50% to 3.00%, or (ii) a LIBOR rate determined pursuant to the terms of the 2016 Loan Facility, plus a spread of 3.50% to 4.00%. In each case, the spread is based on the cash reflected on the Company’s balance sheet for the preceding fiscal quarter, plus an amount equal to the average unused portion of the revolving credit commitments during such fiscal quarter. The base rate is determined as the highest of (i) the prime rate announced by Comerica Bank, (ii) the federal funds rate plus a margin equal to 1.00% and (iii) the daily adjusted LIBOR rate plus a margin equal to 1.00%. Under certain circumstances, a default interest rate of 2.00% above the applicable interest rate will apply on all obligations during the existence of an event of default under the 2016 Loan Facility. The Company is required to maintain a minimum of $30.0 million of cash on deposit with the lenders and comply with certain financial covenants under the 2016 Loan Facility, including the following: Bank-defined EBITDA. The Company is required to maintain specified bank-defined EBITDA, which is defined for this purpose, with respect to any trailing twelve-month period, as an amount equal to the sum of (i) consolidated net income (loss) in accordance with GAAP, after eliminating all extraordinary non-recurring items of income, plus (ii) depreciation and amortization, income tax expense, total interest expense, non-cash expenses or losses, stock-based compensation expense, costs and expenses from permitted acquisitions up to certain limits, costs and expenses in connection with the 2016 Loan Facility up to certain limits; certain legal fees up to certain limits incurred through December 2015, integration costs related to the [x+1] acquisition up to certain limits incurred through December 31, 2014 and any other expenses agreed with Comerica and the lenders, less (iii) all extraordinary and non-recurring revenues and gains (including income tax benefits). Liquidity ratio. Under the 2016 Loan Facility, the ratio of (i) the sum of all cash and accounts receivable to (ii) the sum of all accounts payable and all indebtedness owing to the lenders under the 2016 Loan Facility must be at least 1.00 to 1.00. The terms of the 2016 Loan Facility also require the Company to comply with certain other financial and non-financial covenants. As of December 31, 2016, the Company was in compliance with all covenants. As of December 31, 2016, the $71.5 million balance outstanding under the 2016 Loan Facility had a maturity date of December 31, 2017, and because the Company has the option to draw upon the facility or repay borrowed funds at any time, the balance is shown as a current liability in the accompanying consolidated balance sheets. This debt on the condensed consolidated balance sheets are shown net of $0.3 million and $0.7 million in unamortized debt issuance costs as of December 31, 2016 and 2015, respectively. |
STOCKHOLDERS' EQUITY |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' EQUITY | NOTE 9. STOCKHOLDERS’ EQUITY In February 2014, the Company completed an underwritten follow-on public offering of its common stock in which 2,000,000 shares of common stock were sold by the Company and 3,000,000 shares of common stock were sold by selling stockholders. The public offering price of the shares sold in the offering was $61.00 per share. The Company did not receive any proceeds from the sale of shares by the selling stockholders. The total gross proceeds from the offering to the Company were $122.0 million. After deducting underwriters’ discounts and commissions and offering expenses, the aggregate net proceeds received by the Company totaled $115.4 million. On September 5, 2014, the Company acquired X Plus Two, which wholly owns [x+1], for 5.3 million shares of the Company’s common stock and $98.0 million in cash. In addition to 1,000,000,000 shares of common stock 100,000,000 shares of undesignated preferred stock were authorized as of December 31, 2016 and 2015 of which no shares were issued or outstanding. Registration Statement—On May 10, 2016, the Company filed a shelf registration statement on Form S-3 with the SEC (the “Registration Statement”). The Registration Statement contains (i) a base prospectus that covers the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $50.0 million of the Company’s common stock, preferred stock, warrants, debt securities, subscription rights and units and (ii) the base prospectus along with an accompanying sales agreement prospectus supplement covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $30.0 million of the Company’s common stock that may be issued and sold from time to time under an "at-the-market" offering sales agreement with Cantor Fitzgerald & Co. (Cantor). The up to $30.0 million of common stock that may be issued and sold under the "at-the-market" sales agreement prospectus supplement is included in the $50.0 million of securities that may be offered and sold under the base prospectus. The Registration Statement was declared effective in August 2016. As of the year ended December 31, 2016, the Company issued 697,405 shares through an "at-the-market" offering for a total of $1.5 million in proceeds, net of issuance costs which include a sales commission of 3%, or approximately $0.1 million, paid to the broker-dealer under this sales agreement. Reserved Shares of Common Stock—The Company’s shares of capital stock reserved for issuance under the Company's equity incentive plans as of December 31, 2016 were as follows:
2008 Equity Incentive Plan—The 2008 Equity Incentive Plan (the “2008 Plan”) provides for the grant of incentive stock options and nonqualified stock options. The compensation committee of the Company's board of directors has the authority to approve the employees and non-employees to whom options are granted and determine the terms of each option, including (i) the number of shares of common stock subject to the option; (ii) when the option becomes exercisable; (iii) the option exercise price, which, in the case of incentive stock options, must be at least 100% of the fair market value of the common stock as of the date of grant; and (iv) the duration of the option (which, in the case of incentive stock options, may not exceed 10 years). Options granted under the 2008 Plan generally vest over four years and expire no later than 10 years from the date of grant. The Company has terminated the 2008 Plan for future use, and no further equity awards are to be granted under the 2008 Plan. All outstanding awards under the 2008 Plan will continue to be governed by their existing terms. Under the terms of the 2008 Plan, certain employees received the right to early exercise unvested options. Upon termination of service, an employee’s unvested shares may be repurchased by the Company at the original purchase price. As of December 31, 2016 and 2015, 518 and 13,134 unvested shares, respectively, were subject to repurchase. During the years ended December 31, 2016 and 2015, the Company repurchased 542 and 18,850 shares of unvested stock, respectively. 2013 Equity Incentive Plan—Since its initial public offering in September 2013, the Company has made equity grants pursuant to its 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan permits the grant of incentive stock options to the Company’s employees and any parent and subsidiary corporations’ employees, and the grant of non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to the Company’s employees, directors and consultants and the Company’s subsidiary corporations’ employees and consultants. A total of 5,000,000 shares of common stock were reserved for issuance upon initial adoption of the 2013 Plan. In addition, the shares to be reserved for issuance under the 2013 Plan also include shares subject to stock options or similar awards granted under the 2008 Plan that expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2008 Plan that are forfeited to or repurchased by the Company, provided that the maximum number of shares that may be added to the 2013 Plan pursuant to this provision is 7,900,000 shares. The number of shares available for issuance under the 2013 Plan also includes an annual increase on the first day of each fiscal year equal to the least of (i) 4,000,000 shares; (ii) 5% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company’s board of directors may determine. Effective January 1, 2016 and 2017, 2,178,350 and 2,310,934 shares, respectively, were added to the shares reserved for issuance under the 2013 Plan according to the terms described above. The compensation committee of the board of directors has the authority to approve the employees and other service providers to whom equity awards are granted and to determine the terms of each award, subject to the terms of the 2013 Plan. The compensation committee may determine the number of shares subject to an award, except that awards to non-employee members of the board of directors are determined under the Company's Outside Director Compensation Policy. Options and stock appreciation rights granted under the 2013 Plan must have a per share exercise price equal to at least 100% of the fair market value of a shares 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. The following tables summarize option award activity:
(1) Includes options canceled and issued in connection with the Company's tender offer to its employees during the third quarter of 2016. Aggregate intrinsic value represents the difference between the Company’s fair value of its common stock and the exercise price of outstanding in-the-money options. The total intrinsic value of options exercised was approximately $0.4 million, $2.7 million and $38.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, unamortized stock-based compensation expense related to unvested common stock options was $7.3 million. The weighted-average period over which such stock-based compensation expense will be recognized is approximately 2.3 years. Restricted Stock Units ("RSUs") and Restricted Stock Awards ("RSAs")—A summary of RSU and RSA activity for the year ended December 31, 2016 is as follows:
The total intrinsic value of RSUs and RSAs vested and issued during the year ended December 31, 2016 was approximately $3.3 million. At December 31, 2016, unrecognized compensation expense related to the RSUs and RSAs was $11.6 million. The unrecognized compensation expense will be amortized on a straight-line basis for each individual grant through 2019. The total fair value of RSUs and RSAs vested and issued during the year ended December 31, 2016 was $3.3 million. 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 December 31, 2016, 2.2 million shares and 5.7 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. Under the ESPP as originally adopted, 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 December 31, 2016, total compensation costs related to outstanding rights to purchase shares of common stock under the ESPP offering period ending on the first trading day on or before May 31, 2016, were approximately $1.0 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. Employee Stock-based Compensation—The fair value of options and ESPP 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:
The assumptions used to calculate our stock-based compensation for each stock purchase right granted under the ESPP were as follows:
Equity compensation allocation The following table summarizes the allocation of stock-based compensation in the accompanying consolidated statements of operations (in thousands):
|
NET INCOME (LOSS) PER SHARE |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NET INCOME (LOSS) PER SHARE | NOTE 10. NET LOSS PER SHARE The Company calculates its basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. Under the two-class method, in periods when the Company has net income, net income attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income less current period convertible preferred stock non-cumulative dividends, between common stock and convertible preferred stock. In computing diluted net income attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. The Company’s basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, convertible preferred stock, options to purchase common stock and preferred stock warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Basic 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 and warrants. Because the Company had net losses for the years ended December 31, 2016, 2015 and 2014, all potential shares of common stock were determined to be anti-dilutive. The following table sets forth the computation of net loss per share of common stock (in thousands, except per share amounts):
The following securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):
|
INCOME TAXES |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | NOTE 11. INCOME TAXES The Company recorded an income tax provision of $1.1 million, an income tax provision of $1.2 million, and an income tax benefit of $4.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. The tax provisions for the years ended December 31, 2016 and 2015 are mainly due to foreign and state income tax expense. The tax benefit for the year ended December 31, 2014 is primarily due to a partial release of valuation allowance against the Company’s deferred tax assets as a result of net deferred tax liabilities generated from intangibles acquired from the [x+1] acquisition. The following table presents domestic and foreign components of loss before income taxes for the periods presented (in thousands):
The components of the income tax provision (benefit) for income taxes were as follows (in thousands):
The following table presents a reconciliation of the statutory federal rate to the Company’s effective tax rate for the periods presented:
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented (in thousands):
A valuation allowance is provided for net deferred tax assets where the recoverability of the assets is uncertain. The determination to provide a valuation allowance is dependent upon the assessment of whether it is more likely than not that sufficient future taxable income will be generated to utilize the deferred tax assets. Based on the weight of the available evidence, which includes the Company’s historical operating losses, lack of taxable income and the accumulated deficit, the Company provided a full valuation allowance against the U.S federal and state deferred tax assets resulting from temporary differences, tax losses and credits carried forward. The valuation allowance increased by $13.8 million and $29.8 million during the years ended December 31, 2016 and 2015, respectively. The change in valuation allowance is mainly attributable to the increase in deferred tax assets due to the current year taxable loss and research credits, partially offset by a decrease in temporary differences. As of December 31, 2016, the Company had $0.5 million of net deferred tax assets primarily related to deductible foreign stock compensation which it expects to realize in future foreign tax filings. The Company does not provide for federal income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are determined to be reinvested indefinitely. Upon distribution of those earnings in the form of dividends or otherwise, the Company may be subject to U.S. federal and state income taxes, the determination of which is not practical as it is dependent on the amount of U.S. tax losses or other tax attributes available at the time of repatriation. As of December 31, 2016, undistributed earnings of the Company's foreign subsidiaries amounted to $4.2 million. As of December 31, 2016, the Company had net operating loss carry-forwards of approximately $259.9 million for federal income taxes, which expire beginning in 2020 and $142.2 million operating loss carry-forwards for state income taxes which expire beginning in 2020. Internal Revenue Code Section 382 limits the use of net operating loss and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. If the Company experiences a change of ownership, then utilization of the net operating loss and tax credit carry-forwards may be restricted. The federal and state net operating loss carryforwards include excess tax benefits from stock option exercises of $46.9 million and $5.2 million, respectively. An increase to additional paid-in capital for the excess tax benefits would not be recognized until that deduction reduces income tax payable. On December 18, 2015 the “Protecting Americans from Tax Hikes Act of 2015” was signed into law making the U.S. R&D credit permanent. Consequently, the Company recorded deferred tax assets on federal research and development credit of $1.1 million generated in 2016, which was fully offset by valuation allowance. As of December 31, 2016, the Company had federal and California state research and development tax credits of $10.9 million and $8.1 million, respectively. If not utilized, the federal carry forwards will begin to expire in various amounts beginning in 2019. The state tax credit can be carried forward indefinitely. ASC 740-10 requires that the tax effects of a position be recognized only if it is "more likely than not" to be sustained based solely on its technical merits as of the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. The table below provides a reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties), related to uncertain tax positions, for the years ended December 31, 2016, 2015 and 2014 (in thousands):
The unrecognized tax benefits of $4.9 million as of December 31, 2016 would have no impact on the Company’s effective tax rate if recognized because the Company has fully reserved such tax benefits due to the Company’s current assessment with regard to its ability to utilize any such future tax benefits. At December 31, 2016, the Company had no cumulative interest and penalties related to the uncertain tax positions. The Company is currently unaware of any uncertain tax positions that could result in significant additional payments, accruals, or other material deviation in this estimate over the next twelve months. The Company files income tax returns in the United States, various individual states, and certain foreign jurisdictions. As a result of net operating loss carryforwards, all of our tax years are open to federal and state examination in the United States. Tax years from 2011 are open to examination in various foreign countries. |
COMMITMENTS AND CONTINGENCIES |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | NOTE 12. COMMITMENTS AND CONTINGENCIES Operating Leases—The Company has operating lease agreements for office space for administration, research and development and sales and marketing activities in the United States as of December 31, 2016 that expire at various dates through 2027. Rent expense was $15.1 million, $15.6 million and $14.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. Approximate remaining future minimum cash lease payments under these non-cancelable operating leases as of December 31, 2016 were as follows (in thousands):
Please refer to Note 6 for details of the Company's capital lease commitments as of December 31, 2016. Letters of Credit Bank Guarantees and Restricted Cash—As of December 31, 2016 and 2015, the Company had irrevocable letters of credit outstanding, with all financial institutions, in the amount of $6.7 million and $6.3 million, respectively, for facilities leases. The letters of credit have various expiration dates, with the latest being March 2023. As of December 31, 2016 and 2015, the Company had $1.7 million and $2.1 million, respectively in cash reserved to support bank guarantees for certain office lease agreements. These amounts are classified as restricted cash on the Company's 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 consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, or 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 the execution of a stipulation of settlement that is satisfactory to all parties, and preliminary and final approval from the court, among other things. If the settlement is finalized and approved by the court, the settlement amount will be funded by the Company’s insurance carrier. On March 23, 2015, a purported shareholder derivative complaint for breach of fiduciary duty, waste of corporate assets, and unjust enrichment was filed in San Mateo, California Superior Court against certain of our then-current and former officers and our board of directors at that time. The action was Davydov v. George H. John, et.al, Case No. CIV 53304. The complaint sought monetary damages in an unspecified amount, restitution, and reform of internal controls. On March 29, 2016, a purported shareholder derivative complaint for breach of fiduciary duty and violation of California corporations code section 25402 was filed in San Francisco, California Superior Court against certain of the Company's current and former officers and certain of the Company's current and former directors. The action was Lunam v. William Ericson, et. al., Case No. CGC-16-551209. The complaint sought monetary damages in an unspecified amount and reform of internal controls. Both of these state court actions were stayed pending the resolution of the In re Rocket Fuel, Inc. Derivative Litigation action described below. Following the dismissal with prejudice of the In re Rocket Fuel, Inc. Derivative Litigation action as described below, the parties in both the Lunam and Davydov actions reached agreements to voluntarily dismiss the actions without compensation. On February 6, 2017, the Lunam action was dismissed without prejudice, and on February 8, 2017, the Davydov action was dismissed without prejudice. On October 6, 2015, a purported verified shareholder derivative complaint was filed in the Northern District of California. The action is Victor Veloso v. George H. John et al., Case No. 4:15-cv-04625-PJH. Beginning in January 2016, three substantially similar related cases, Gervat v. Wootton et al., 4:16-cv-00332-PJH, Pack v. John et al., 4:16-cv-00608-EDL, and McCawley v. Wootton et al., Case No. 4:16-cv-00812, also were filed in the Northern District of California on January 21, 2016, February 4, 2016 and February 18, 2016, respectively. The complaints in these related actions were based on substantially the same facts as the In re Rocket Fuel Securities Litigation, and named as defendants the Company’s board of directors at the time of filing and certain then-current and former executives. The four purported verified shareholder derivative complaints were consolidated by the Court in March 2016, and a complaint in the consolidated action, titled In re Rocket Fuel, Inc. Derivative Litigation, Case No. 4:15-cv-4625-PJH, was filed on April 14, 2016. All defendants moved to dismiss the consolidated complaint on May 19, 2016 and on October 6, 2016 In re Rocket Fuel Inc. Derivative Litigation was dismissed with prejudice. Following the dismissal with prejudice, former plaintiffs in In re Rocket Fuel Inc. Derivative Litigation sent us a letter dated October 12, 2016 (the “Shareholder Demand”) demanding that the Board of Directors take action to remedy purported breaches of fiduciary duties allegedly related to the claims asserted in In re Rocket Fuel, Inc. Derivative Litigation which were substantially the same as the asserted claims in In re Rocket Fuel Securities Litigation. The Company acknowledged the Shareholder Demand on October 19, 2016. Similar letters were sent by the plaintiffs in the Lunam derivative action discussed above and the plaintiff in the Davydov action discussed above, on November 14, 2016 and February 26, 2017, respectively, also demanding that the Board of Directors take action to remedy the same purported breaches of fiduciary duties alleged in the Shareholder Demand. Our Board of Directors has formed a committee to evaluate the demand letters and investigate the claims associated therewith. The outcomes of the legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. Unless otherwise specifically disclosed in this note, no provision for loss nor disclosure is required related to these actions because: (a) there is not a reasonable possibility that a loss exceeding amounts already recognized (if any) may be incurred with respect to such claims; (b) a reasonably possible loss or range of loss cannot be estimated; or (c) such estimate is immaterial. Legal fees are expensed in the period in which they are incurred. |
SEGMENTS |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEGMENTS | NOTE 13. 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):
(1) No individual country, other than the United States exceeded 10% of our total revenue for any period presented. The following table summarizes total long-lived assets in the respective locations (in thousands):
(1) No individual country, other than the United States exceeded 10% of our total assets for any period presented. With respect to revenue concentration, the Company defines a customer as an advertiser that is a distinct source of revenue and is legally bound to pay for the advertising services that the Company delivers on the advertiser’s behalf. The Company counts all advertisers within a single corporate structure as one customer even in cases where multiple brands, branches or divisions of an organization enter into separate contracts with the Company. During the years ended December 31, 2016, 2015 and 2014, no single customer represented 10% or more of revenue. The Company also monitors the percentage of revenue from advertising agencies, even though advertising agencies that act on behalf of the Company’s advertisers are not considered customers based on the definition above. If all branches and divisions within each global advertising agency were considered to be a single agency for this purpose, two agency holding companies would have been associated with 10% or more of revenue during the years ended December 31, 2016, 2015 and 2014. |
RELATED PARTY TRANSACTIONS (Notes) |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 15. 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 twelve months ended December 31, 2016 and 2015 was $1.6 million and $5.4 million, respectively. Total accounts payable as of December 31, 2016 and 2015 were $0.7 million and $1.2 million, respectively. Clark Kokich has served on the board of directors of Acxiom Corporation ("Acxiom") since 2009 and currently chairs its Technology and Innovation Committee. Mr. Kokich has served as a member of our board of directors since April 2011. Mr. Kokich is also a member of the Audit Committee and the Nominating and Governance Committee of the Company's board of directors. Acxiom and LiveRamp, Inc., a subsidiary of Acxiom ("LiveRamp"), are both data vendors to the Company. Total expense recognized for services delivered by Acxiom and LiveRamp during the twelve months ended December 31, 2016 and 2015 was $0.6 million and $0.2 million, respectively. Total accounts payable as of December 31, 2016 and 2015 were $0.2 million and $0.1 million, respectively. |
SUBSEQUENT EVENTS |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16. SUBSEQUENT EVENTS Restructuring On January 9, 2017, the Company announced a plan to further improve its operational efficiency, which included a reduction of approximately 11% of its workforce and real estate consolidation projects, including the relocation of the company’s corporate headquarters. The Company anticipates that these changes will reduce operating expenses by approximately $20 million annually. The Company estimates that it will incur expenses primarily related employee severance benefits of approximately $2 million and non-cash impairment charge for certain of its lease related assets, such as leasehold improvements in association with the January 9, 2017 plan. The Company expects to record the majority of these charges in its first fiscal quarter of 2017 and to complete the program by the end of its second fiscal quarter of 2017. Amendment of Credit Line On February 14, 2017, the Company entered into the Sixth Amendment (the “Sixth Amendment”) to its Second Amended and Restated Revolving Credit and Term Loan Agreement with certain lenders party thereto and Comerica Bank, as administrative agent, as amended from time to time. The Sixth Amendment provided for, among other things, (i) extending the revolving credit maturity date by one year to December 31, 2018, (ii) amending the definition of EBITDA to permit the addback of restructuring charges incurred during the first two quarters of fiscal year 2017, (iii) amending the minimum EBITDA financial covenant, (iv) increasing the minimum liquidity ratio financial covenant, (v) decreasing the limit for debt under capital leases in the debt covenant, (vi) reducing the amount of permitted capital expenditures per fiscal year and eliminating the ability to carry forward unutilized amounts to the next fiscal year, and (vi) amending the interest rates. |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
12 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||
Principles of Consolidation | Principles of Consolidation—The consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
||||||||||||
Use of Estimates | Use of Estimates—The preparation of consolidated financial statements in accordance with United States Generally Accepted Accounting Principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, provisions for doubtful accounts, the amount of software development costs which should be capitalized, certain accruals, future taxable income, future cash flows to be derived from the Company, the useful lives of long-lived and intangible assets, and the assumptions used for purposes of determining stock-based compensation. Actual results could differ from those estimates. |
||||||||||||
Foreign Currency Translation | Foreign Currency Translation—The Company’s foreign subsidiaries record their assets, liabilities and results of operations in their local currencies, which are their functional currencies. The Company translates its subsidiaries' consolidated financial statements into U.S. dollars each reporting period for purposes of consolidation. Assets and liabilities of the Company’s foreign subsidiaries are translated at the period-end currency exchange rates, certain equity accounts are translated at historical exchange rates and revenue, expenses, gains and losses are translated at the average currency exchange rates in effect for the period. The net effect of these translation adjustments are reported in a separate component of stockholders’ equity titled accumulated other comprehensive loss. |
||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments—The Company’s financial instruments consist principally of cash equivalents, accounts receivable, accounts payable, term debt and revolving credit facilities. The fair value of the Company’s cash equivalents is determined based on quoted prices in active markets for identical assets for its money market funds. The recorded values of the Company’s accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair values due to the relatively short-term nature of these accounts. The Company believes that the fair value of the capital leases, term debt and revolving credit facilities approximate their respective recorded amounts as of December 31, 2016 and 2015 as the interest rates on the term debt and revolving credit facilities are variable and the rates for each are based on market interest rates after consideration of default and credit risk (using level 2 inputs). |
||||||||||||
Cash and Cash Equivalents & Restricted Cash | Cash and Cash Equivalents—Cash consists of cash maintained in checking and savings accounts. All highly liquid investments purchased with an original maturity date of 90 days or less at the date of purchase are considered to be cash equivalents. Cash equivalents consist of money market funds. Restricted Cash—Restricted cash as of December 31, 2016 and 2015 consists of cash required to be deposited with financial institutions for security deposits for some of the Company's office lease agreements. |
||||||||||||
Concentration of Credit Risk | Concentration of Credit Risk—Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. A significant portion of the Company’s cash is held at four major financial institutions that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts. The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers' accounts receivable balances. As of December 31, 2016, two agency holding companies and one single advertiser accounted for 10% of more of accounts receivable. As of December 31, 2015, two agency holding companies and no single advertiser accounted for 10% or more of accounts receivable. With respect to revenue concentration, the Company defines a customer as an advertiser that is a distinct source of revenue and is legally bound to pay for the advertising services that the Company delivers on the advertiser’s behalf. The Company counts all advertisers within a single corporate structure as one customer even in cases where multiple brands, branches or divisions of an organization enter into separate contracts with the Company. During the years ended December 31, 2016, 2015 and 2014, no single customer represented 10% or more of revenue. The Company also monitors the percentage of revenue from advertising agencies, even though advertising agencies that act on behalf of the Company’s advertisers are not considered customers based on the definition above. If all branches and divisions within each global advertising agency were considered to be a single agency for this purpose, two agency holding companies would have been associated with 10% or more of revenue during the years ended December 31, 2016, 2015 and 2014. |
||||||||||||
Provision for Doubtful Accounts | Provision for Doubtful Accounts and Sales Reserves—The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, management considers, among other factors, the aging of the accounts receivable, historical write-offs and the credit-worthiness of each customer. The Company also estimates sales returns and allowances in the same period the related revenue is recorded. These estimates are based on an analysis of credits issued for billing corrections. If circumstances change, such as higher-than-expected defaults or an unexpected material adverse change in a major customer’s ability to meet its financial obligations, the Company’s estimate of these provisions could change by a material amount. |
||||||||||||
Property and Equipment | Property and Equipment—Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets, or if the estimate of the useful live subsequently changes, the depreciation is accelerated. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization, as applicable, are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. Construction in progress primarily includes costs related to the leasehold improvements. Leasehold improvements are amortized on a straight-line basis over the term of the lease, or the useful life of the assets, whichever is shorter. Depreciation and amortization periods for the Company’s property and equipment are as follows:
|
||||||||||||
Internal Use Software Development Costs | Internal-Use Software Development Costs—The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post implementation phases of development as research and development expense. The Company capitalizes costs when preliminary efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and will be used as intended. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. The Company capitalized $13.1 million and $15.5 million for the years ended December 31, 2016 and 2015, respectively. These capitalized amounts are included in property, equipment and software—net on the consolidated balance sheets. Amortization commences when the website or software for internal use is ready for its intended use. The amortization period utilized for capitalized software is the estimated useful life of the related asset. |
||||||||||||
Impairment of Long-lived Asset | Impairment of Long-lived Assets—The Company periodically reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. Fair value is estimated based on discounted future cash flows. Due to the price decline of our publicly traded stock we conducted an impairment test for our long-lived asset group at the end of fiscal year 2016 and determined that the asset group was not impaired. The Company incurred $19.1 million in accelerated depreciation and impairment charges for leasehold improvements and certain other assets during the twelve months ended December 31, 2016. The Company incurred $6.6 million in impairment charges for leasehold improvements and certain other assets during the twelve months ended December 31, 2015. No impairment charges were recorded during the year ended December 31, 2014. |
||||||||||||
Business Combinations | Business Combinations—The Company accounts for business combinations using the acquisition accounting method as required under the provisions of Financial Accounting Standards Board ("FASB") ASC 805, Business Combinations, or ASC 805. The total purchase price is allocated to the assets acquired and liabilities assumed based on fair values at the date of acquisition. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the identifiable assets acquired and the liabilities assumed. Best estimates and assumptions are used in the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date. These estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding adjustment to goodwill. After the preliminary purchase price allocation period, adjustments are recorded in the operating results in the period in which the adjustments were determined. The fair value assigned to identifiable intangible assets acquired is determined using the income approach which discounts expected future cash flows to present value using estimations and assumptions determined by management. The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets. The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, is recorded as goodwill and primarily reflects the value of the synergies expected to be generated from combining the Company's and the acquired entity’s technology and operations. Generally, the goodwill is not deductible for income tax purposes. |
||||||||||||
Goodwill | Goodwill—The Company performs an annual impairment test near the end of its fiscal year on December 1 and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Since the Company operates its business in one reporting unit, the goodwill is tested for impairment at the enterprise level. Due to a stock price decline during the 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 Consolidated Statements of Operations for the period ended September 30, 2015. Refer to Note 14 for details of the Company's goodwill impairment test. |
||||||||||||
Revenue Recognition | Revenue Recognition—The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or a service has been provided, customer fees are fixed or determinable, and collection is reasonably assured. Demand Side Platform—To date, the Company has generated most of its revenue by delivering digital advertisements to Internet users through various channels, including display, mobile, social and video. This aspect of its business is referred to as a demand side platform, (“DSP”). These arrangements are typically with advertising agencies on behalf of their advertiser clients and are generally evidenced by a fully-executed insertion order (“IO”) that are generally cancellable by the customer as to any unfulfilled portion without penalty. Generally, IOs describe the campaign objectives, state the number and type of advertising impressions to be delivered, the agreed upon rate for each delivered impression, and a fixed period of time for delivery. Customers are typically billed on a monthly basis for each campaign for impressions delivered during the prior month. Depending on the customers' decision the delivery of impressions can either be measured by our ad servers or by third party ad tracking providers. The Company determines collectability by performing ongoing credit evaluations and monitoring its customers’ accounts receivable balances. For new customers and their agents, which may be advertising agencies or other third parties, the Company performs a credit check with an independent credit agency and may check credit references to determine creditworthiness. The Company only recognizes revenue when collection is reasonably assured. The determination of whether revenue from DSP arrangements should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance is individually considered presumptive or determinative, the Company has concluded that it acts as a principal with respect to these arrangements because (a) the Company is the primary obligor and is responsible for (i) fulfilling the advertisement delivery, (ii) establishing the selling prices for delivery of the advertisements, (iii) selecting the media to fulfill the insertion order, and (iv) performing campaign set-up, campaign management, billing and collection activities including retaining credit risk, and (b) the Company has the risk of fluctuating costs from its media vendors relative to fixed pricing negotiated with its customers and has discretion in selecting media vendors when fulfilling a customer’s campaign. Based on this conclusion, the Company reports revenue earned and costs incurred with respect to its full-service DSP on a gross basis. In addition to delivering internet advertising through its full-service DSP, the Company licenses a self-service version of its DSP. For the majority of self-serve DSP arrangements, the principal-agent criteria are substantially similar to the full-service DSP arrangements described above, and revenue and costs are reported on a gross basis. For a small number of our self-service DSP customers based on the accounting guidance for principal-agent considerations, the Company has concluded that it acts as an agent in cases where (i) the Company is not the primary obligor, as the customers no longer require significant involvement of the ad operations teams (ii) the Company does not have inventory risk as the customer chooses the inventory to purchase on a real-time basis, (iii) the media spend of the campaign is determined by the customer through the real-time bidding process, and (iv) the amount earned by the Company is based on a fixed percentage of the media spend of the customer’s campaign. Based on this conclusion, the Company reports a portion of revenue earned and costs incurred with respect to this type of self-service DSP arrangements on a net basis. For the majority of self-serve DSP arrangements these principal-agent criteria are more akin to full-service DSP arrangements, and revenue and costs are reported on a gross basis. On occasion, the Company has offered customer incentive programs that provide rebates after achieving a specified level of advertising spending. The Company records reductions to revenue for estimated commitments related to these customer incentive programs. For transactions involving incentives, the Company recognizes revenue net of the estimated amount to be paid by rebate, provided that the rebate amount can be reasonably and reliably estimated and the other conditions for revenue recognition have been met. The Company’s policy requires that, if rebates cannot be reliably estimated, revenue is not recognized until reliable estimates can be made or the rebate program lapses. Data Management Platform—The Company licenses the right to access its data management platform ("DMP") to agencies and advertisers for their own use. These arrangements typically run over a period of one year or more and do not provide the customer with the right or ability to take possession of the platform. Revenue from license agreements is recognized ratably over the license term. The Company also provides professional services such as implementation, training or support for its platform. Revenue is deferred until the implementation services are completed or recognized ratably over the term of the support agreement. Multiple-Element Arrangements—The Company enters into arrangements to sell advertising that includes different media placements or ad services that are delivered at the same time during the campaign period, or within close proximity of one another. The Company allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence (“VSOE”), if available; (2) third-party evidence (“TPE”), if VSOE is not available; and (3) best estimate of selling price (“BESP”), if neither VSOE nor TPE is available. To date, the Company has not been able to establish VSOE or selling price based on TPE for any of its advertising offerings. When it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in the Company’s multiple element arrangements. The Company determines BESP for deliverables by considering multiple factors, including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. In particular, the Company reviews multiple data points to determine BESP, including price lists used by the Company’s sales team in pricing negotiations, historical average and median pricing achieved in prior contractual customer arrangements and input from the Company’s sales operation department regarding what it believes the deliverables could be sold for on a stand-alone basis. Given that most arrangements have only one type of advertising deliverable and the campaigns have a relatively short duration, the impact of using BESP versus the contractually-stated prices has historically been immaterial. With some customers, the Company enters into arrangements for both DMP and DSP services at the same time, or within close proximity of one another. In such circumstances, each element is accounted for as a separate unit of accounting because the following criteria are met: the delivered services have value to the customer on a standalone basis as the services are sold separately; the arrangement does not provide the right to return any of the delivered services; and performance of the undelivered services is considered probable and is substantially controlled by the Company. The Company recognizes the relative fair value of advertising services as they are delivered, assuming all other revenue recognition criteria are met. The Company limits the amount of revenue reported in multiple-element arrangements to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. Deferred revenue is comprised of contractual billings in excess of recognized revenue and payments received in advance of revenue recognition. |
||||||||||||
Multiple-Element Arrangements | Multiple-Element Arrangements—The Company enters into arrangements to sell advertising that includes different media placements or ad services that are delivered at the same time during the campaign period, or within close proximity of one another. The Company allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence (“VSOE”), if available; (2) third-party evidence (“TPE”), if VSOE is not available; and (3) best estimate of selling price (“BESP”), if neither VSOE nor TPE is available. To date, the Company has not been able to establish VSOE or selling price based on TPE for any of its advertising offerings. When it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in the Company’s multiple element arrangements. The Company determines BESP for deliverables by considering multiple factors, including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. In particular, the Company reviews multiple data points to determine BESP, including price lists used by the Company’s sales team in pricing negotiations, historical average and median pricing achieved in prior contractual customer arrangements and input from the Company’s sales operation department regarding what it believes the deliverables could be sold for on a stand-alone basis. Given that most arrangements have only one type of advertising deliverable and the campaigns have a relatively short duration, the impact of using BESP versus the contractually-stated prices has historically been immaterial. With some customers, the Company enters into arrangements for both DMP and DSP services at the same time, or within close proximity of one another. In such circumstances, each element is accounted for as a separate unit of accounting because the following criteria are met: the delivered services have value to the customer on a standalone basis as the services are sold separately; the arrangement does not provide the right to return any of the delivered services; and performance of the undelivered services is considered probable and is substantially controlled by the Company. The Company recognizes the relative fair value of advertising services as they are delivered, assuming all other revenue recognition criteria are met. The Company limits the amount of revenue reported in multiple-element arrangements to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. |
||||||||||||
Cost of Revenue | costs—Media costs consists primarily of cost for advertising impressions purchased from real-time advertising exchanges and other third parties. |
||||||||||||
Research and Development | Research and Development—Research and development expenses include costs associated with the maintenance and ongoing development of the Company’s technology, including compensation and employee benefits and allocated costs associated with the Company’s engineering and research and development departments, as well as costs for contracted services and supplies. The Company reviews costs incurred in the application development stage and assesses such costs for potential capitalization. |
||||||||||||
Sales and Marketing | Sales and Marketing—Sales and marketing expenses consist primarily of compensation (including commissions) and employee benefits of sales and marketing personnel and related support teams, allocated costs, amortization of acquired intangible assets, certain advertising costs, travel, trade shows and marketing materials. The Company incurred advertising costs of $4.5 million, $7.8 million and $6.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
||||||||||||
General and Administrative | General and Administrative—General and administrative expenses include facilities costs, executive and administrative compensation and employee benefits, depreciation, professional services fees, insurance costs, bad debt and other allocated costs, such as facility-related expenses, supplies and other fixed costs. |
||||||||||||
Stock-Based Compensation | Stock-based Compensation—The Company measures compensation expense for all stock-based payment awards, including stock options granted to employees, based on the estimated fair value of the awards on the date of the grant. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. Stock-based compensation is recognized on a straight-line basis over the requisite vesting period, net of estimated forfeitures. The forfeiture rate is based on an analysis of the Company’s actual historical forfeitures. |
||||||||||||
Preferred Stock Warrant Liability | . |
||||||||||||
Income Taxes | Income Taxes—The Company accounts for income taxes using an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Operating loss and tax credit carry-forwards are measured by applying currently enacted tax laws. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized. The Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its technical merits as of the reporting date, and then, only in an amount more likely than not to be sustained upon review by the tax authorities. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. |
||||||||||||
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements—Under the Jumpstart Our Business Startups Act (the "JOBS Act"), the Company qualifies as an “emerging growth company” and has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.” In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-15 ("ASU 2016-15"), Classification of Certain Cash Receipts and Cash Payments, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for annual reporting periods beginning after December 15, 2017, and for interim periods within fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact of this ASU to its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09 ("ASU 2016-09"), Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. The Company is currently evaluating the impact of this ASU to its consolidated financial statements and related disclosures. In February 2016, the FASB issued Accounting Standards Codification (“ASC”) 842 (“ASC 842”), Leases which replaces the existing guidance in ASC 840, Leases. The amendment is effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASC 842 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use ("ROU") asset and a corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The Company is evaluating the impact of the adoption on the consolidated financial statements and related disclosures. In September 2015, the FASB issued accounting guidance which simplifies measurement period adjustments in a business combination under ASU 2015-16. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years and early adoption is permitted. The Company early adopted the guidance for the fiscal year ended December 31, 2015. In April 2015, the FASB issued accounting guidance which clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software under ASC 350-40. The guidance is effective for annual periods and interim periods therein beginning after December 15, 2015. The adoption of this guidance did not impact the Company's consolidated financial statements. In April 2015, the FASB issued accounting guidance which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability under ASU 2015-03. The guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years and early adoption is permitted. The Company adopted the guidance for the fiscal year ended December 31, 2016. In August 2014, the FASB provided accounting guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures under ASU 2014-15. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company adopted the guidance for the fiscal year ended December 31, 2016. In May 2014, the FASB issued accounting guidance which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers under ASU 2014-09. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. Additionally, ASU 2014-09 requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 by one year allowing early adoption as of the original effective date January 1, 2017. The deferral results in the new revenue standard being effective January 1, 2018. ASU 2014-09, as amended, is effective using either the full retrospective or modified retrospective transition approach for fiscal years, and for interim periods within those years, beginning after December 15, 2017. In 2016, the FASB issued several accounting standards updates to clarify certain topics within ASU 2014-09. The Company will adopt ASU 2014-09, and its related clarifying ASUs, as of January 1, 2018, but has not yet chosen a method of adoption. Further, the Company is in the initial stages of evaluating the effect of the standard on its financial statements and has not yet determined its impact. |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of changes in the allowance for doubtful accounts | The following is a summary of activities in allowance for doubtful accounts and sales reserves for the fiscal years indicated (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of depreciation and amortization periods for the Company's property and equipment | Depreciation and amortization periods for the Company’s property and equipment are as follows:
|
FAIR VALUE MEASUREMENTS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Company's fair value hierarchy for its financial assets and financial liabilities that are carried at fair value | The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis as of December 31, 2016 and 2015, by level within the fair value hierarchy (in thousands):
|
PROPERTY, EQUIPMENT AND SOFTWARE, NET (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of property, equipment and software | Property, equipment and software, net as of December 31, 2016 and 2015, consisted of the following (in thousands):
|
BUSINESS COMBINATIONS BUSINESS COMBINATIONS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Consideration For Business Acquisitions | The total purchase consideration was as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Purchase Price Allocation | The changes in the carrying amount of goodwill for the year ended December 31, 2016 are as follows (in thousands):
The total purchase price was allocated as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets | The estimated useful life and carrying values of the identifiable intangible assets were as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The expected annual amortization expense of intangible assets as of December 31, 2016 is presented below (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pro Forma Information |
|
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of accrued and other current liabilities | Accrued and other current liabilities as of December 31, 2016 and 2015 consisted of the following (in thousands):
|
CAPITAL LEASES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 December 31, 2016 were as follows (in thousands):
|
RESTRUCTURING COSTS Restructuring Table (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities Disclosure [Text Block] | NOTE 7. RESTRUCTURING COSTS During the twelve months ended December 31, 2016 and 2015, the Company recorded $8.1 million and $7.4 million, respectively, of restructuring expenses, net of credits, as follows:
Office lease related charges, including the release of deferred rent, relate to the exit of certain leased spaces in Redwood City, Chicago, and New York City in 2016; and Los Angeles, San Francisco and New York City in 2015. The following table summarizes the cash-related restructuring activities for the years ended December 31, 2016 and 2015 included in accrued and other current liabilities on the balance sheets:
Refer to Note 16 for information on the Company's announcement of a restructuring plan in January 2017. |
DEBT (Tables) |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of future principal payments of long-term debt | . |
STOCKHOLDERS' EQUITY (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of shares of common stock reserved for issuance | The Company’s shares of capital stock reserved for issuance under the Company's equity incentive plans as of December 31, 2016 were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of option award activity | The following tables summarize option award activity:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of assumptions used to value stock-based awards granted to employees | The assumptions used to value options granted to employees were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of RSU activity | Restricted Stock Units ("RSUs") and Restricted Stock Awards ("RSAs")—A summary of RSU and RSA activity for the year ended December 31, 2016 is as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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:
Equity compensation allocation The following table summarizes the allocation of stock-based compensation in the accompanying consolidated statements of operations (in thousands):
The assumptions used to calculate our stock-based compensation for each stock purchase right granted under the ESPP were as follows:
|
NET INCOME (LOSS) PER SHARE (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of computation of net loss per common share | The following table sets forth the computation of net loss per share of common stock (in thousands, except per share amounts):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of anti-dilutive securities that were excluded from the calculation of diluted net loss per share attributable to common stockholders | The following securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands):
|
INCOME TAXES INCOME TAXES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Income Tax Contingencies [Table Text Block] | The table below provides a reconciliation of the beginning and ending amount of unrecognized tax benefits (excluding interest and penalties), related to uncertain tax positions, for the years ended December 31, 2016, 2015 and 2014 (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | he following table presents domestic and foreign components of loss before income taxes for the periods presented (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax provision (benefit) for income taxes were as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] |
|
COMMITMENTS AND CONTINGENCIES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of future minimum lease payments under non-cancelable operating leases | Approximate remaining future minimum cash lease payments under these non-cancelable operating leases as of December 31, 2016 were as follows (in thousands):
|
SEGMENTS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of total long-lived assets in the respective locations | The following table summarizes total long-lived assets in the respective locations (in thousands):
|
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) |
12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2016
advertiser
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2016
agency
|
Dec. 31, 2015
advertiser
|
Dec. 31, 2015
USD ($)
|
Dec. 31, 2015
agency
|
Dec. 31, 2014
advertiser
|
Dec. 31, 2014
USD ($)
|
Dec. 31, 2014
agency
|
|
Concentration of credit risk | ||||||||||
Impairment of long-lived assets | $ 4,195,000 | $ 6,633,000 | $ 0 | |||||||
Cash | Credit concentration | ||||||||||
Concentration of credit risk | ||||||||||
Number of financial institutions where a significant portion of cash is held | 4 | |||||||||
Accounts receivable | Customer concentration | ||||||||||
Concentration of credit risk | ||||||||||
Number of customers | 0 | 2 | 0 | 0 | ||||||
Revenue | Customer concentration | ||||||||||
Concentration of credit risk | ||||||||||
Number of customers | 0 | 2 | 0 | 2 | 0 | 3 |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Allowance for Doubtful Accounts Rollforward) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Foreign Currency Cash Flow Hedge Asset at Fair Value | $ 2,300 | ||
Allowance for Doubtful Accounts Receivable, Beginning Balance | 3,338 | $ 2,211 | $ 1,752 |
Charged Against Revenue | 572 | 1,252 | 796 |
Charged to Expense | 2,146 | 390 | 523 |
Write-offs, Adjustments, Net of Recovery | 3,040 | 515 | 860 |
Allowance for Doubtful Accounts Receivable, Ending Balance | $ 3,016 | $ 3,338 | $ 2,211 |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern (Details) - USD ($) $ in Thousands |
12 Months Ended | ||||
---|---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Jan. 09, 2017 |
Dec. 31, 2013 |
|
Unusual Risk or Uncertainty [Line Items] | |||||
Accumulated deficit | $ (385,026) | $ (319,331) | |||
Net loss | (65,695) | (210,545) | $ (64,311) | ||
Cash and cash equivalents | 84,024 | 78,560 | 107,056 | $ 113,873 | |
Foreign Currency Cash Flow Hedge Asset at Fair Value | 2,300 | ||||
Current portion of debt | 71,190 | 45,720 | |||
Capital Lease Obligations | 15,000 | ||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | $ 20,773 | $ 4,461 | $ (6,314) | ||
Subsequent Event [Member] | |||||
Unusual Risk or Uncertainty [Line Items] | |||||
Restructuring & Related Costs, Expected Reduction of Future Expenses | $ 20,000 |
FAIR VALUE MEASUREMENTS (Details) - Recurring - Money market funds (included in cash and cash equivalents) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 22,907 | $ 22,906 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 22,907 | 22,906 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 0 | $ 0 |
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands |
9 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Sep. 05, 2014 |
Sep. 30, 2014 |
Sep. 30, 2013 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Business Acquisition [Line Items] | ||||||
Cash payment | $ 98,000 | |||||
Shares issued | 5,253,084 | |||||
Tax benefit | $ 1,125 | $ 1,221 | $ (4,239) | |||
x Plus 1 | ||||||
Business Acquisition [Line Items] | ||||||
Cash payment | $ 98,045 | |||||
Shares issued | 5,253,084 | |||||
Fair value of shares of common stock transferred | $ 82,421 | |||||
Total preliminary purchase price | 180,466 | |||||
Goodwill | 117,521 | |||||
Amortization of intangible assets | $ 16,000 | $ 18,400 | ||||
Tax benefit | $ (4,100) | |||||
x Plus 1 | General and administrative | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition costs | $ 4,900 |
BUSINESS COMBINATIONS - Schedule of Purchase Price Allocation (Details) - x Plus 1 $ in Thousands |
Sep. 05, 2014
USD ($)
|
---|---|
Business Acquisition [Line Items] | |
Current assets | $ 29,853 |
Non-current assets | 3,999 |
Current liabilities | (29,354) |
Non-current liabilities | (16,253) |
Net acquired tangible assets | (11,755) |
Identifiable intangible assets | 74,700 |
Goodwill | 117,521 |
Total purchase price | $ 180,466 |
BUSINESS COMBINATIONS - Schedule of Amortization Expense (Details) $ in Thousands |
Dec. 31, 2016
USD ($)
|
---|---|
Business Combinations [Abstract] | |
2017 | $ 13,695 |
2015 | 8,451 |
2016 | 3,466 |
2017 | 3,466 |
2018 | 3,457 |
Thereafter | 2,339 |
Total | $ 34,874 |
BUSINESS COMBINATIONS - Pro Forma (Details) - USD ($) $ in Thousands |
9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2013 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Business Acquisition [Line Items] | ||||
Income Tax Expense (Benefit) | $ 1,125 | $ 1,221 | $ (4,239) | |
x Plus 1 | ||||
Business Acquisition [Line Items] | ||||
Income Tax Expense (Benefit) | $ (4,100) |
ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Payables and Accruals [Abstract] | ||
Accrued Salaries | $ 15,131,000 | $ 15,255,000 |
Accrued Rent, Current | 1,588,000 | 10,708,000 |
Payables to Customers | 4,668,000 | 3,899,000 |
Other accrued expenses | 12,099,000 | 10,872,000 |
Total accrued and other current liabilities | $ 33,486,000 | $ 40,734,000 |
CAPITAL LEASES (Details) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Leases [Abstract] | ||
Property and equipment acquired under capital lease agreements | $ 30,900 | $ 27,600 |
Approximate remaining future minimum lease payments under non-cancelable capital leases | ||
2017 | 9,042 | |
2015 | 5,485 | |
2016 | 1,334 | |
2017 | 290 | |
Total minimum lease payments | 16,151 | |
Less: amount representing interest and taxes | (1,105) | |
Less: current portion of minimum lease payments | (8,325) | (8,602) |
Capital lease obligations, net of current portion | $ 6,721 | $ 11,855 |
RESTRUCTURING COSTS Restructuring Costs (Details) - USD ($) $ in Thousands |
2 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Mar. 01, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Restructuring Cost and Reserve [Line Items] | ||||
Severance Costs | $ 2,000 | |||
Restructuring charges | $ 8,122 | $ 7,393 | $ 0 | |
Restructuring Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Accelerated Depreciation | 20,411 | 6,633 | ||
Other Restructuring Costs | (15,135) | (3,539) | ||
Severance Costs | 2,846 | 4,299 | ||
Restructuring Costs | 8,122 | 7,393 | ||
Facility Closing [Member] | Restructuring Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 1,200 | 0 | $ 0 | |
Employee Severance [Member] | Restructuring Plan [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance Costs | $ (1,677) | $ (4,299) |
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Operating Leases | |||
Rent expense | $ 15,100 | $ 15,600 | $ 14,700 |
Future minimum lease payments under non-cancelable operating leases | |||
2014 (remaining 9 months) | 12,373 | ||
2015 | 11,262 | ||
2016 | 9,257 | ||
2017 | 7,531 | ||
Thereafter | 22,957 | ||
Total future payments | 63,380 | ||
Letters of Credit and Bank Guarantees | |||
Irrevocable letters of credit outstanding | 6,700 | 6,300 | |
Bank guarantees for security deposits | $ 1,749 | $ 2,141 |
SEGMENTS (Details) $ in Thousands |
12 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016
USD ($)
advertiser
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2016
USD ($)
agency
|
Dec. 31, 2016
USD ($)
segment
|
Dec. 31, 2016
USD ($)
manager
|
Dec. 31, 2016
USD ($)
business_activity
|
Dec. 31, 2015
USD ($)
advertiser
|
Dec. 31, 2015
USD ($)
|
Dec. 31, 2015
USD ($)
agency
|
Dec. 31, 2014
advertiser
|
Dec. 31, 2014
USD ($)
|
Dec. 31, 2014
agency
|
|
Segment Reporting [Abstract] | ||||||||||||
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 | |||||||||||
Number of reportable segments | segment | 1 | |||||||||||
Number of operating segments | segment | 1 | |||||||||||
Segments | ||||||||||||
Total revenue | $ 456,263 | $ 461,637 | $ 408,641 | |||||||||
Total long-lived assets | $ 49,561 | 49,561 | $ 49,561 | $ 49,561 | $ 49,561 | $ 49,561 | $ 82,781 | 82,781 | $ 82,781 | |||
Revenue | Customer concentration | ||||||||||||
Segments | ||||||||||||
Number of customers | 0 | 2 | 0 | 2 | 0 | 3 | ||||||
Accounts receivable | Customer concentration | ||||||||||||
Segments | ||||||||||||
Number of customers | 0 | 2 | 0 | 0 | ||||||||
North America | ||||||||||||
Segments | ||||||||||||
Total revenue | 360,699 | 374,221 | 334,032 | |||||||||
Total long-lived assets | $ 44,871 | 44,871 | $ 44,871 | 44,871 | 44,871 | 44,871 | $ 77,038 | 77,038 | $ 77,038 | |||
All Other Countries | ||||||||||||
Segments | ||||||||||||
Total revenue | 95,564 | 87,416 | $ 74,609 | |||||||||
Total long-lived assets | $ 4,690 | $ 4,690 | $ 4,690 | $ 4,690 | $ 4,690 | $ 4,690 | $ 5,743 | $ 5,743 | $ 5,743 |
GOODWILL (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Goodwill [Line Items] | |||
Goodwill, Impairment Loss | $ 0 | $ 117,521 | $ 0 |
RELATED PARTY TRANSACTIONS (Details) - Affiliated Entity [Member] - USD ($) $ in Millions |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Nielsen Data Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party expenses recognized | $ 1.6 | $ 5.4 |
Related party accounts payable | 0.7 | 1.2 |
Acxiom [Member] [Domain] | ||
Related Party Transaction [Line Items] | ||
Related party expenses recognized | 0.6 | 0.2 |
Related party accounts payable | $ 0.2 | $ 0.1 |
SUBSEQUENT EVENTS SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions |
2 Months Ended | |
---|---|---|
Mar. 01, 2017 |
Jan. 09, 2017 |
|
Subsequent Event [Line Items] | ||
Restructuring and Related Cost, Number of Positions Eliminated, Inception to Date Percent | 11.00% | |
Severance Costs | $ 2 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Restructuring & Related Costs, Expected Reduction of Future Expenses | $ 20 |
9L=3L.[K[I91%<2>O^^N]AW=O^_T#W'7U
MEIBOEZ^=H4%S=]*82\U9L0S6S[ .
MO2F#,[8BWJ%XA]Y+L4N2C%T"T!QSG&+X*B9=(ABB+Q1\B^+(/Z3S[?3=IL)=
M3-^]4?@?_OTFP#X"[-?\'TK &[
M'=S=SF(YD0+?F1!>(0Z^,\$] KF.#>[1ADJ*??H0I$"_VAU0_-^R ?<#0 Y*
M=-P.@'NN 6*='2'N(L??FI95T&M7 RU[M=/UW=3"G
M32SCZ*".Y6MMONG++VHJ*(VCJ?K?U)NJK7QP8G/L==V/G]'^M3>ZF:)8*TWY
MXWJLVO%XF>*_#\,#V#2 W090\>$ /@W@2P>(:8!P!B374L:Y>2Q-N5UW^A)U
MUY_W7 Y=1!^$G?W]<'.<[/$[.SV]O?NV%3Q?)V]#H$GS]:IA]QKJ:':^ALT5
MC[Z"DYLDL29O3AETRL;Q?.9"X@ :&L%7K6A! \QD
MF"],+NE*Z4V/9\:7%#) 2X8YQ1"G B$X1A GGWBFP-C@"!MN7P(1EP&P 0#<<,%A8 LGQ@)N "@,+5\M0BN!62+H-WV\JW$?X_A^%=]L$V29!%@FR-<%=
M\J[$K9CW1;)53Q78-DZ3(Y49=)SDE7<9V/LTOLG?\&G:OW';"NW(Q7A\V=C_
MQA@/*"6YP1'J\(,MAH3&A^-'/-MIS";#FW[^06SYQN4?4$L#!!0 ( $,X
M<$I'W8."M $ -(# 9 >&PO=V]R:W-H965T$OSPA\+;
M;8)LDR!+!-E_2]R*N?LK"5OU5(-KTS1Y4MG!I$E>>9>!?>#I37Z'3]/^6;A6
M&D\N-N#+IOXWU@9 *;L;'*$./]AB*&A"/+[!LYO&;#*"[>&PO=V]R:W-H965T
+._TM8)?"+PF7 7"6P,%#-_$D[DJ<&!F+'WG0A/
MO#UPWYLB.&,KXIU/WGKO)>?W29?_2]$BHZ,/TLQL\PU[/SO;GXKW #9N V$^-1"*;A6#J]QFXG'(
\#>8E
MJ_6CR;\?-LU^'B9AL-';[)0W7\WY+ST$),)@B/Z+?M6YA;=*K(^UR>ON?[ ^
MU8TI!A8KI@ZN?#,6NG';D7=KC6;6,W.MUOMC]KV_JZ8"J>1:\M
MT8!9]A@ZPI +(K+L%Q<4N5A2QYQ>.WAT$6RB8>5"%+^&/ $6Y1'*8%^PCH!=
M$5!,P"$![PCXB( GD[[L(;*#E'TLHU >,DIL$21QA#PP1PZE;WP_+^0"B0)*>2*)BE\2UG
MN$03!IRIJ3/F.*.QNN[LH0=<).>2@+%V@7>2$>[7CU<(PL$:DW@H<$DG;DVW
M4VG:!6ZIY@153P"4DKE=M0) 7^BXZ!/IEDWIH\"%ER@P^NDT= 563CC]%
S&(W
ML]1ND-BQ@S _BB)-TKB1"&)%21Q5P;"U%J9M8LB-$837E*OE]3-.+:WH-0M
M 53*4/@W^J )U!L[W7 J2$"\:B$7=H>&"'V'WGC0=TQ#,F$[8D=&GHZ(IV0
M\.[ #Q!]?M>"_GT/8K=C@-4,CSWH=O'<,D6CPZGDS=%<+=I@)\Z5U)OS:':X
MOCP@?;A9\RLXVW27D'>9[D[T/6N.>=4&ST*JH],<< ]/=1;J!%'5_SXJ&R][R/U!+ P04 " !#.'!*S-=Y)!\" Y
M!P &0 'AL+W=O
M3K &QHR2]O&[$PW[=QKB<'Y6_V2+U\5LJ80U9[_*7!6KSID:DWWGZ&
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M:\^Y BT7/>E4"WV/]0L&>V6F,ST7[C!W"\6;[J)"_6V9_0502P,$% @
M0SAP2C-JQ0V3 P J \ !D !X;"]W;W)K&5:COW[^CM"J(ZH$'\
M2M6IZMU[=2E/6C_7#U\W,7)-IPT2GT?Q^0H)M]@2+Q^U_(-QG1# IRCIQ9Z]7RDH61]]_S-:QUD
M?I0D*Y2WN/!FH'ZGXMITTCERI6>'O>$7SA5H3?])%U[K&3X;#"[*;%.]%^,@
M&PW%^VE(>_.7HOH'4$L#!!0 ( $,X<$K1(JX3RP, ",3 9 >&PO
M=V]R:W-H965T4-+N(/ZAZ]3?-S7:QV[_5RU/6=]_7:L&6P7L3J-,\737B1L-[15!'
M[U,(E.))6,,EA?