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

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 5, 2015

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

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

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



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

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








Item 2.02 Results of Operations and Financial Condition.
 
On August 5, 2015, Rocket Fuel Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2015. The attached press release includes a discussion of certain non-GAAP financial measures as well as a reconciliation of such non-GAAP financial measures to the corresponding GAAP financial measures.

A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1
Press release announcing financial results dated August 5, 2015






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ROCKET FUEL INC.
 
 
 
 
 
By: /s/ DAVID SANKARAN
 
 
David Sankaran
Chief Financial Officer
(Principal Financial and Accounting Officer)




Date: August 5, 2015






EXHIBIT INDEX

Exhibit No. Description

99.1
Press release announcing earnings dated August 5, 2015







Rocket Fuel Reports Positive Adjusted EBITDA for Second Quarter 2015

Non-GAAP Net Revenue Grew 30% Year Over Year

REDWOOD CITY, Calif., Aug. 5, 2015 - Rocket Fuel Inc. (NASDAQ: FUEL), a leading programmatic marketing platform provider that uses artificial intelligence (AI) at Big Data scale to optimize marketing ROI for global agencies and enterprise marketers, today reported results for the second quarter ended June 30, 2015. Rocket Fuel posted 30% growth in both revenue and non-GAAP net revenue and positive adjusted EBITDA of $1.4 million.
“Rocket Fuel had a strong second quarter as results beat our prior guidance and our focus on efficiency and costs led to a faster than expected return to adjusted EBITDA profitability," said Monte Zweben, Interim Chief Executive Officer. "We also made solid progress adding new agency and direct customers and are in discussions with some of the largest companies and brands in the world about using Rocket Fuel's AI to power their marketing programs.”
 
Financial Highlights for the Second Quarter of 2015
Revenue of $120.1 million increased 30% compared to $92.6 million for the second quarter of 2014. Revenue for the quarter included $43.4 million from digital advertising delivered through mobile, social and video channels, an increase of 6% from $40.8 million in the second quarter of 2014.
Non-GAAP net revenue of $70.9 million increased 30% compared to $54.7 million for the second quarter of 2014.
Net loss was $(24.4) million, or $(0.58) per diluted share, compared to a net loss of $(9.8) million, or $(0.28) per diluted share for the second quarter of 2014.
Non-GAAP adjusted net loss for the quarter was $(7.2) million, or $(0.17) per diluted share, compared to non-GAAP adjusted net loss of $(3.7) million, or $(0.10) per diluted share, for the second quarter of 2014.
Non-GAAP adjusted EBITDA was $1.4 million compared to $1.5 million in the second quarter of 2014.
Cash and cash equivalents were $81.1 million as of June 30, 2015.
Active customer count expanded to 1,592, up from 1,444 in the second quarter of 2014.
Employee headcount was 1,008 as of June 30, 2015.
Financial Outlook for the Third Quarter of 2015

For the third quarter of 2015, the company expects:
- Non-GAAP net revenue in the range of $68 million to $73 million.
- Non-GAAP adjusted EBITDA of $0 million to positive $4 million.
Rocket Fuel continues to have a financial goal of achieving positive non-GAAP adjusted EBITDA for the full fiscal year 2015.






Conference Call and Webcast Information
The Rocket Fuel second quarter 2015 teleconference and webcast is scheduled to begin at 2:00 PM Pacific time on Wednesday, August 5, 2015. To participate on the live call, analysts and investors should dial 1-888-417-8516, or outside the U.S. 719-457-2661, at least ten minutes prior to the call. Rocket Fuel will also offer a live and archived webcast of the conference call, accessible from the “Investors” section of its website at http://investor.rocketfuel.com.

Use of Non-GAAP Measures

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

We define non-GAAP net revenue as GAAP revenue less media costs. Media costs consist of costs for advertising impressions we purchase from real-time advertising exchanges or other third parties. A limitation of non-GAAP net revenue is that it is a measure designed for internal purposes that may be unique to Rocket Fuel and may not enhance the comparability of Rocket Fuel’s results to other companies in the same industry that have similar business arrangements but present the impact of media costs differently. Our management compensates for this limitation by also considering the comparable GAAP financial measures of revenue, media costs and other cost of revenue.
We define non-GAAP adjusted EBITDA as GAAP net loss before interest expense, other income (expense), net, income tax provision (benefit), depreciation and amortization expense, stock-based compensation expense and related payroll taxes, and acquisition and restructuring related expenses. Non-GAAP adjusted EBITDA has a number of limitations, including the following: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and non-GAAP adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; non-GAAP adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; non-GAAP adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation; non-GAAP adjusted EBITDA does not reflect acquisition and restructuring related expenses, tax and interest expenses that may represent payments reducing the cash available to us; and other companies, including those in our industry, may calculate non-GAAP adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, our management considers non-GAAP adjusted EBITDA alongside other financial performance measures, including cash flow metrics, net income (loss) and our other GAAP results.
We define non-GAAP adjusted net income (loss) as GAAP net income (loss) excluding stock-based compensation expense, amortization of intangible assets, acquisition and restructuring related expenses and the estimated tax impact of the foregoing items. A limitation of non-GAAP adjusted net income (loss) is that it is a measure that may be unique to Rocket Fuel and may not enhance the comparability of Rocket Fuel’s results to other companies in the same industry that define adjusted net loss differently. This measure may also exclude expenses that may have a material impact on Rocket Fuel’s reported financial results. Our management compensates for these limitations by also considering the comparable GAAP financial measure of net income (loss).
For a reconciliation of non-GAAP financial measures to the nearest comparable GAAP financial measures, see “Reconciliation from GAAP Revenue to Non-GAAP Net Revenue,” “Reconciliation from GAAP Net Loss to Non-GAAP Adjusted EBITDA” and “Reconciliation from GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income (Loss)” included in this press release.
These non-GAAP financial measures are not intended to be considered in isolation from, as substitutes for, or as superior to, the corresponding financial measures prepared in accordance with GAAP.






Cautions Regarding Forward-Looking Statements

This press release and the webcast of the same date contain “forward-looking statements” regarding future events and our future financial performance, including but not limited to: expected progress toward positioning the company for long-term strategic and financial success and our ability to unlock value in the Company; our ability to replicate, expand and deepen relationships with large agency holding companies and their operating agencies; the success of early stage strategic agency relationships; our ability to penetrate independent small and medium sized agencies; our ability to sell our enterprise solutions direct to marketers; broader acceptance of our SaaS offerings; our competitive differentiators; the success of our multi-channel, cross device approach and accuracy of our solutions; our ability to partner with the broader marketing ecosystem and add value to CRM and Marketing Software providers; the success of our go to market and marketing strategies; the status of our CEO search; our expectations for margins and product mix going forward; our goal of positive adjusted EBITDA for the full year 2015; our target DSO; expectations regarding capital and general cash spending and cash balances; our free cash flow expectations; and expectations for third quarter non-GAAP net revenue and adjusted EBITDA. Words such as “expect,” “believe,” “intend,” “plan,” “goal”, “focus” and other similar words are also intended to identify such forward-looking statements.
These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the results anticipated by such statements, including, without limitation: our limited operating history, particularly as a relatively new public company; our history of losses; fluctuations in our operating results, including but not limited to fluctuations due to seasonality; risks associated with our growth, particularly including growth outside of the U.S.; failure to achieve expected synergies and efficiencies of operations between Rocket Fuel and [x+1]; failure to adequately address competition from agency trading desks; failure to achieve the expected benefits of our efficiency plan including various cost-cutting measures; and general market, political, economic and business conditions.

Additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements are under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2015 and in subsequent SEC filings. These forward-looking statements are made as of the date of this press release and the related webcast, and Rocket Fuel expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein or therein to reflect events that occur or circumstances that exist after the date on which the statements were made.
 
About Rocket Fuel

Rocket Fuel combines the science of Artificial Intelligence with the scale of Big Data to improve the effectiveness of programmatic marketing. Customers trust Rocket Fuel's Marketing That Learns® to achieve brand and direct-response objectives in diverse industries across North America, Latin America, Europe, and APAC. With the acquisition of marketing technology firm [x+1] in September of 2014, Rocket Fuel now offers a complete programmatic marketing platform for the world's most innovative, always-on marketers. The platform includes data management, programmatic media-buying, site optimization, and predictive analytics capabilities that extend across a marketer's paid and owned channels, and personalize every customer interaction. Rocket Fuel operates in more than 20 offices worldwide and trades on the NASDAQ Global Select Market under the ticker symbol "FUEL." For more information, please visit http://www.rocketfuel.com or call 1-888-717-8873.

Investor Relations:
Whitney Kukulka
The Blueshirt Group
(415) 489-2187





ir@rocketfuel.com


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





Rocket Fuel Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
 
 
 
 
June 30,
 
December 31,
 
2015
 
2014
Assets
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
81,065

 
$
107,056

Accounts receivable, net
119,423

 
135,400

Deferred tax assets, net
1,716

 
1,716

Prepaid expenses
3,167

 
3,698

Other current assets
6,847

 
12,531

Total current assets
212,218

 
260,401

Property, equipment and software, net
86,719

 
89,441

Restricted cash
2,304

 
2,915

Intangible assets, net
60,845

 
69,299

Goodwill
115,412

 
115,412

Other assets
1,620

 
1,797

Total assets
$
479,118

 
$
539,265

 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
63,305

 
$
76,085

Accrued and other current liabilities
32,740

 
33,258

Deferred revenue
1,931

 
593

Current portion of capital leases
6,233

 
5,482

Current portion of debt
45,720

 
45,705

Total current liabilities
149,929

 
161,123

Debt - Less current portion
20,477

 
23,335

Capital leases - Less current portion
10,649

 
12,341

Deferred rent - Less current portion
25,498

 
26,818

Deferred tax liabilities
1,949

 
2,068

Other liabilities
1,204

 
814

Total liabilities
209,706

 
226,499

 
 
 
 
Stockholders' Equity:
 
 
 
Common stock
43

 
42

Additional paid-in capital
439,542

 
421,630

Accumulated other comprehensive loss
(113
)
 
(120
)
Accumulated deficit
(170,060
)
 
(108,786
)
Total stockholders' equity
269,412

 
312,766

Total Liabilities and Stockholders' Equity
$
479,118

 
$
539,265






Rocket Fuel Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except loss per share data)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Revenue
$
120,065

 
$
92,642

 
$
224,399

 
$
167,039

Costs and expenses:
 
 
 
 
 
 
 
Media costs
49,155

 
37,930

 
94,716

 
67,637

Other cost of revenue (1)
19,826

 
8,993

 
39,782

 
16,821

Research and development (1)
11,791

 
8,434

 
23,114

 
15,675

Sales and marketing (1)
41,750

 
33,789

 
84,628

 
63,548

General and administrative (1)
14,761

 
12,135

 
32,335

 
22,475

Restructuring
6,471

 

 
6,471

 

Total costs and expenses
143,754

 
101,281

 
281,046

 
186,156

Operating loss
(23,689
)
 
(8,639
)
 
(56,647
)
 
(19,117
)
Interest expense
1,045

 
514

 
2,385

 
928

Other (income) expense, net
(696
)
 
425

 
1,512

 
444

Loss before income taxes
$
(24,038
)
 
$
(9,578
)
 
$
(60,544
)
 
$
(20,489
)
Income tax (benefit) provision
372

 
181

 
729

 
496

Net loss
$
(24,410
)
 
$
(9,759
)
 
$
(61,273
)
 
$
(20,985
)
 
 
 
 
 
 
 
 
Basic and diluted net loss per share attributable to common stockholders
$
(0.58
)
 
$
(0.28
)
 
$
(1.45
)
 
$
(0.61
)
Basic and diluted weighted-average shares used to compute net loss per share attributable to common stockholders
42,296

 
35,172

 
42,140

 
34,606



(1)
Includes unaudited stock-based compensation expense as follows (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Other cost of revenue
$
477

 
$
276

 
$
1,102

 
$
528

Research and development
1,834

 
1,311

 
4,081

 
2,298

Sales and marketing
2,325

 
2,748

 
5,156

 
4,915

General and administrative
1,798

 
1,664

 
3,542

 
3,215

 
$
6,434

 
$
5,999

 
$
13,881

 
$
10,956







Rocket Fuel Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
Six Months Ended
 
June 30,
 
2015
 
2014
OPERATING ACTIVITIES:
 
 
 
   Net loss
$
(61,273
)
 
$
(20,985
)
      Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
         Depreciation and amortization
24,023

 
6,940

Impairment of leasehold improvements
2,704

 

         Stock-based compensation
13,881

 
11,241

Deferred taxes
(20
)
 
112

         Excess tax benefit from stock-based activity

 
(163
)
         Other non-cash adjustments, net
1,044

 
69

         Changes in operating assets and liabilities, net of effects of acquisition:
 
 
 
Accounts receivable
15,362

 
(3,179
)
Prepaid expenses and other assets
6,318

 
(14,614
)
Accounts payable
(11,538
)
 
(248
)
Accrued and other liabilities
182

 
(1,301
)
Deferred rent
890

 
15,749

Deferred revenue
1,338

 
457

Net cash used in by operating activities
(7,089
)
 
(5,922
)
 
 
 
 
INVESTING ACTIVITIES:
 
 
 
   Purchases of property, equipment and software
(10,085
)
 
(19,141
)
   Capitalized internal-use software development costs
(6,048
)
 
(3,555
)
   Change in restricted cash
636

 
(2,203
)
Net cash used in investing activities
(15,497
)
 
(24,899
)
 
 
 
 
FINANCING ACTIVITIES:
 
 
 
   Proceeds from the issuance of common stock in public offering, net of issuance costs

 
115,130

   Proceeds from employee stock plans, net
3,139

 
5,671

   Excess tax benefit from stock-based activity

 
163

Tax withholdings related to net share settlements of restricted stock units
(533
)
 
(53
)
   Repayment of capital lease obligations
(2,755
)
 
(430
)
Proceeds from debt facilities, net of debt issuance costs
(242
)
 

Repayment of debt facilities
(3,000
)
 

Net cash (used in) provided by financing activities
(3,391
)
 
120,481

 
 
 
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS
(14
)
 
7

CHANGE IN CASH AND CASH EQUIVALENTS
(25,991
)
 
89,667

CASH AND CASH EQUIVALENTS—Beginning of period
107,056

 
113,873

CASH AND CASH EQUIVALENTS—End of period
$
81,065

 
$
203,540







 
Six Months Ended
 
June 30,
 
2015
 
2014
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION:
 
 
 
Cash paid for income taxes, net of refunds
$
454

 
$
205

Cash paid for interest
1,921

 
791

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
 
 
 
Purchases of property and equipment recorded in accounts payable and accruals
$
428

 
$
9,079

Property, plant and equipment acquired under capital lease obligations
1,786

 
7,350

Vesting of early exercised options
97

 
576

Stock-based compensation capitalized in internal-use software costs
1,286

 
762







Rocket Fuel Inc.
UNAUDITED NON-GAAP MEASURES
(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Non-GAAP net revenue
$
70,910

 
$
54,712

 
$
129,683

 
$
99,402

Non-GAAP adjusted EBITDA
$
1,394

 
$
1,535

 
$
(12,232
)
 
$
(856
)
Non-GAAP adjusted net income (loss)
$
(7,177
)
 
$
(3,660
)
 
$
(32,276
)
 
$
(9,929
)
Non-GAAP adjusted diluted net income (loss) per share
$
(0.17
)
 
$
(0.10
)
 
$
(0.77
)
 
$
(0.29
)

Rocket Fuel Inc.
UNAUDITED RECONCILIATION FROM GAAP REVENUE TO NON-GAAP NET REVENUE
(In thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Revenue
$
120,065

 
$
92,642

 
$
224,399

 
$
167,039

Less: Media costs
49,155

 
37,930

 
94,716

 
67,637

Non-GAAP net revenue
$
70,910

 
$
54,712

 
$
129,683

 
$
99,402


Rocket Fuel Inc.
UNAUDITED RECONCILIATION FROM GAAP NET LOSS TO NON-GAAP ADJUSTED EBITDA
(In thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Net loss
$
(24,410
)
 
$
(9,759
)
 
$
(61,273
)
 
$
(20,985
)
Adjustments:
 
 
 
 
 
 
 
Interest expense, net
1,045

 
514

 
2,385

 
928

Income tax (benefit) provision
372

 
181

 
729

 
496

Depreciation and amortization expense
12,158

 
3,890

 
24,024

 
6,810

Stock-based compensation expense
6,434

 
5,999

 
13,881

 
10,956

Other (income) expense, net
(696
)
 
425

 
1,512

 
444

Acquisition expense

 
100

 

 
100

Restructuring expense
6,471

 

 
6,471

 

Payroll tax expense related to stock-based compensation
20

 
185

 
39

 
395

Total adjustments
25,804

 
11,294

 
49,041

 
20,129

Non-GAAP adjusted EBITDA
$
1,394


$
1,535

 
$
(12,232
)
 
$
(856
)








Rocket Fuel Inc.
UNAUDITED RECONCILIATION FROM GAAP NET LOSS TO NON-GAAP ADJUSTED NET INCOME (LOSS)
(In thousands, except per share data)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2015
 
2014
 
2015
 
2014
Net loss
$
(24,410
)
 
$
(9,759
)
 
$
(61,273
)
 
$
(20,985
)
Stock-based compensation expense
6,434

 
5,999

 
13,881

 
10,956

Amortization of intangible assets
4,227

 

 
8,454

 

Acquisition expense

 
100

 

 
100

Restructuring expense
6,471

 

 
6,471

 

Tax impact of the above items
101

 

 
191

 

Non-GAAP adjusted net income (loss)
$
(7,177
)

$
(3,660
)
 
$
(32,276
)
 
$
(9,929
)
 
 
 
 
 
 
 
 
Basic and diluted net loss per share attributable to common stockholders
$
(0.58
)
 
$
(0.28
)
 
$
(1.45
)
 
$
(0.61
)
 
 
 
 
 
 
 
 
Non-GAAP adjusted net income (loss) per diluted share
$
(0.17
)
 
$
(0.10
)
 
$
(0.77
)
 
$
(0.29
)
 
 
 
 
 
 
 
 
Weighted average shares used in computing non-GAAP adjusted net income (loss) per diluted share
42,296

 
35,172

 
42,140

 
34,606



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