Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 31, 2014 | Jun. 28, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Kitara Media Corp. and Subsidiaries | ' | ' |
Entity Central Index Key | '0001350773 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Trading Symbol | 'kitm | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 83,156,969 | ' |
Document Type | 'S-1 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $10,182,178 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash | $2,478 | $0 |
Accounts receivable, net | 10,061 | 7,595 |
Prepaid expenses | 268 | 115 |
Other assets | 0 | 5 |
TOTAL CURRENT ASSETS | 12,807 | 7,715 |
Property and equipment, net | 910 | 129 |
Restricted cash | 183 | 124 |
Deferred financing costs | 74 | 0 |
Intangible assets | 2,126 | 386 |
Goodwill | 11,816 | 0 |
TOTAL ASSETS | 27,916 | 8,354 |
CURRENT LIABILITIES | ' | ' |
Cash overdraft | 0 | 670 |
Accounts payable and accrued liabilities | 4,629 | 2,435 |
Accrued compensation | 1,180 | 214 |
Due to related party | 0 | 343 |
Short term debt | 3,304 | 0 |
TOTAL CURRENT LIABILITIES | 9,113 | 3,662 |
Commitments and Contingencies | ' | ' |
Deferred rent | 9 | 20 |
Deferred tax liability | 272 | 0 |
Other liabilities | 224 | 0 |
Note payable stockholder, non-current | 302 | 0 |
TOTAL LIABILITIES | 9,920 | 3,682 |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock, $0.0001 par value, authorized 1,000,000 shares, none issued | ' | ' |
Common stock, $0.0001 par value, authorized 300,000,000 shares, issued and outstanding 83,156,969 and 20,000,000, respectively | 8 | 2 |
Additional paid-in capital | 17,820 | 4,316 |
Retained earnings | 168 | 354 |
TOTAL STOCKHOLDERS' EQUITY | 17,996 | 4,672 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $27,916 | $8,354 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Balance Sheets [Abstract] | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 83,156,969 | 20,000,000 |
Common stock, shares outstanding | 83,156,969 | 20,000,000 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ' | ' |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (Unaudited) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Statements of Operations [Abstract] | ' | ' |
Revenue | $25,377 | $23,557 |
Cost of revenue | 17,148 | 18,598 |
Gross Profit | 8,229 | 4,959 |
Operating expenses | ' | ' |
Employee expenses | 5,097 | 4,672 |
Related party expenses | 251 | 399 |
Impairment of property and equipment | 0 | 649 |
Other operating expenses | 2,432 | 1,316 |
Depreciation and amortization | 525 | 748 |
Total operating expenses | 8,305 | 7,784 |
Operating (loss) | -76 | -2,825 |
Other (expense) | -43 | -5 |
Loss before income taxes | -119 | -2,830 |
Income taxes | -67 | 0 |
Net (Loss) | ($186) | ($2,830) |
Net (Loss) per Common Share - Basic | $0 | ($0.14) |
Weighted-Average Number of shares outstanding - Basic | 41,897,560 | 20,000,000 |
Net (Loss) per Common Share - Diluted | $0 | ($0.14) |
Weighted-Average Number of shares outstanding - Diluted | 41,897,560 | 20,000,000 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stock Holders Equity (USD $) | Total | Common Stock | Additional Paid In Capital Amount | Retained Earnings Amount |
In Thousands, except Share data | ||||
Balance at Dec. 31, 2011 | $4,423 | $2 | $1,237 | $3,184 |
Balance (in shares) at Dec. 31, 2011 | ' | 20,000,000 | ' | ' |
Contributions | 3,079 | ' | 3,079 | ' |
Net Loss | -2,830 | ' | ' | -2,830 |
Balance at Dec. 31, 2012 | 4,672 | 2 | 4,316 | 354 |
Balance (in shares) at Dec. 31, 2012 | ' | 20,000,000 | ' | ' |
Distributions to former members of Kitara | -699 | ' | -699 | ' |
Reverse Merger with Ascend Acquisition Corp. on July 1, 2013 | -600 | 5 | -605 | ' |
Reverse Merger with Ascend Acquisition Corp. on July 1, 2013 (in shares) | ' | 51,206,700 | ' | ' |
10,000,000 shares issued on July 1, 2013 in consideration for the acquisition of NYPG | 2,000 | 1 | 1,999 | ' |
10,000,000 shares issued on July 1, 2013 in consideration for the acquisition of NYPG (in shares) | ' | 10,000,000 | ' | ' |
Private placement on July 1, 2013 of 4,000,000 shares at $0.50 per share | 2,000 | ' | 2,000 | ' |
Private placement on July 1, 2013 of 4,000,000 shares at $0.50 per share (in shares) | ' | 4,000,000 | ' | ' |
Contributions | 0 | -3 | 3 | ' |
Capital Contribution (in Shares) | ' | -25,813,075 | ' | ' |
Repurchase of 381,950 shares on July 1, 2013 | -50 | ' | -50 | ' |
Repurchase of 381,950 shares on July 1, 2013 (in shares) | ' | -381,950 | ' | ' |
Shares issued on October 21, 2013 to satisfy working capital adjustment and accrued expenses related to services provided - related to the reverse merger with Ascend | 170 | ' | 170 | ' |
Shares issued on October 21, 2013 to satisfy working capital adjustment and accrued expenses related to services provided - related to the reverse merger with Ascend ( in shares) | ' | 2,145,294 | ' | ' |
18,000,000 shares issued on December 3, 2013 in consideration for the acquisition of Health Guru | 8,600 | 2 | 8,598 | ' |
18,000,000 shares issued on December 3, 2013 in consideration for the acquisition of Health Guru (in shares) | ' | 18,000,000 | ' | ' |
Private Placement on December 3, 2013 of 4,000,000 shares at $0.50 per share | 2,000 | 1 | 1,999 | ' |
Private Placement on December 3, 2013 of 4,000,000 shares at $0.50 per share (in shares) | ' | 4,000,000 | ' | ' |
Stock based compensation | 89 | ' | 89 | ' |
Net Loss | -186 | ' | ' | -186 |
Balance at Dec. 31, 2013 | $17,996 | $8 | $17,820 | $168 |
Balance (in shares) at Dec. 31, 2013 | ' | 83,156,969 | ' | ' |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stock Holders Equity (Parenthetical) | 0 Months Ended | 1 Months Ended | 12 Months Ended |
Dec. 03, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | |
Common Stock [Member] | |||
Stock Issued During Period, Shares, New Issues | ' | 10,000,000 | 10,000,000 |
Private placement on July 1, 2013 of 4,000,000 shares at $0.50 per share (in shares) | ' | 4,000,000 | 4,000,000 |
Capital Contribution (in Shares) | ' | -25,813,075 | -25,813,075 |
Stock Repurchased During Period, Shares | ' | 381,950 | -381,950 |
18,000,000 shares issued on December 3, 2013 in consideration for the acquisition of Health Guru (in shares) | 18,000,000 | ' | 18,000,000 |
Private Placement on December 3, 2013 of 4,000,000 shares at $0.50 per share (in shares) | 4,000,000 | ' | 4,000,000 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (Unaudited) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net (loss) | ($186) | ($2,830) |
Adjustments to reconcile net (loss) to net cash used in operating activities | ' | ' |
Depreciation and amortization | 525 | 748 |
Asset impairment of property and equipment | 0 | 649 |
Stock-based compensation | 89 | 0 |
Deferred rent amortization | -11 | -9 |
Provisions for bad debt | 301 | -8 |
Loss on disposal of property and equipment | 58 | 0 |
Changes in Assets and Liabilities | ' | ' |
Accounts receivable, net | 214 | -2,321 |
Prepaid expenses | 111 | 111 |
Other Assets | 0 | 50 |
Accounts payable and accrued liabilities | -1,538 | 668 |
Accrued compensation | 222 | 142 |
Due to related party | -173 | 0 |
Net cash used in operating activities | -388 | -2,800 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Purchase of fixed assets | -746 | -593 |
Cash acquired in reverse merger with Ascend | 2 | 0 |
Cash acquired in acquisition of Health Guru/Gather | 754 | 0 |
Cash acquired in Kitara/NYPG merger | 6 | 0 |
Net cash provided by/(used in) investing activities | 16 | -593 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Capital (distributions to) contributions from members | -699 | 3,079 |
Repayments under lines of credit | -119 | 0 |
Borrowings under lines of credit | 841 | 0 |
Deferred financing costs | -74 | 0 |
Repayments of term loans | -79 | 0 |
Proceeds from private placement | 3,700 | 0 |
Repurchase of stock | -50 | 0 |
Changes in cash overdraft from financial institution, net | -670 | 314 |
Net cash provided by financing activities | 2,850 | 3,393 |
Net increase in cash | 2,478 | 0 |
Cash at beginning of period | 0 | 0 |
Cash at end of period | 2,478 | 0 |
Supplemental disclosure to cash flow information: | ' | ' |
Cash paid for Interest | 43 | 0 |
Cash paid for Taxes | 4 | 0 |
Supplemental disclosure of non-cash financing activities: | ' | ' |
Net assets acquired in connection with the acquisition of New York Publishing Group including the acquisition of $2,662 in short term debt (see Note 13) | 2,000 | 0 |
Net assets acquired in connection with the acquisition of Health Guru including the acquisition of $300 in promissory notes payable (see Note 13) | 8,600 | 0 |
Accrued working capital adjustment related to the Kitara reverse acquisition | 1,074 | 0 |
Conversion of promissory notes to equity | $300 | $0 |
Consolidated_Statements_Of_Cas1
Consolidated Statements Of Cash Flows (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Statement of Cash Flows [Abstract] | ' |
Proceeds from short-term debt | $2,662 |
Proceeds from notes payable | $300 |
Organization_and_Description_o
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2013 | |
Organization and Description of Business [Abstract] | ' |
Organization and Description of Business | ' |
1. Organization and Description of Business | |
Kitara Media Corp. (the “Company”) operates through its wholly owned subsidiaries, Kitara Media, LLC, a Delaware limited liability company (“Kitara Media”), Health Guru Media, Inc., a Delaware corporation (“Health Guru Media”), and New York Publishing Group, Inc., a Delaware corporation (“NYPG”). Kitara Media is an online video solutions provider that seeks to increase revenue to website publishers. Health Guru Media is the operator of Healthguru.com, an online health video resource site. NYPG is a publisher of Adotas.com, a website and daily email newsletter. | |
The Company was formed on December 5, 2005 as a Delaware corporation. From the Company’s inception in 2005 until February 29, 2012, when it completed a reverse merger transaction with Andover Games, LLC (“Andover Games”), the Company was a blank check company and did not engage in active business operations other than its search for, and evaluation of, potential business opportunities. On February 29, 2012, the Company completed a reverse merger of Andover Games pursuant to a Merger Agreement and Plan of Reorganization with a wholly owned subsidiary of the Company, Andover Games and the former members of Andover Games, whereby Andover Games became the Company’s wholly-owned direct subsidiary. Accordingly, the financial statements of Andover Games became the Company’s financial statements. Through June 30, 2013, the Company’s principal business was focused on developing mobile games for iPhone and Android platforms. | |
On June 12, 2013, the Company entered into a Merger Agreement and Plan of Reorganization (“K/N Merger Agreement”) with Ascend Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary (“K/N Merger Sub LLC”), Ascend Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary (“K/N Merger Sub Inc.”), Kitara Media, NYPG, and those security holders of Kitara Media and NYPG executing the “Signing Holder Signature Page” thereto, which security holders held all of the outstanding membership interests of Kitara Media (“Selling Source” or the “Kitara Signing Holder”) and all of the outstanding shares of common stock of NYPG (the “NYPG Signing Holder” and together with the Kitara Signing Holder, the “Signing Holders”). The K/N Merger Agreement contemplated the (i) merger of K/N Merger Sub LLC with and into Kitara Media with Kitara Media surviving the merger and (ii) merger of K/N Merger Sub Inc. with and into NYPG with NYPG surviving the merger (collectively, the “Mergers”). | |
On July 1, 2013, the Company consummated the transactions contemplated by the K/N Merger Agreement. At the close of the Mergers, (i) the Kitara Signing Holder, holder of all of the outstanding membership units of Kitara Media, received an aggregate of 20,000,000 shares of the Company’s common stock and (ii) the NYPG Signing Holder, holder of all outstanding and issued shares of NYPG common stock, received (a) an aggregate of 10,000,000 shares of the Company’s common stock and (b) two promissory notes (collectively, the “Closing Notes”), one in the amount of $100 being due and payable on January 1, 2014, which was subsequently refinanced through January 1, 2015, and one in the amount of $200 being due and payable on January 1, 2023 to replace the existing advances from stockholder of NYPG. The terms of the agreement provided for an adjustment to the merger consideration between the Company and Kitara dependent on a calculation of Kitara Media’s Closing Working Capital, as defined in the K/N Merger Agreement. The amount of this adjustment was determined to be $904 (See Note 8). Each of the Closing Notes accrues interest at a rate of 1% per annum, which will be due at the time the Closing Notes become due and payable. Also on July 1, 2013, as a condition to closing the K/N Merger Agreement, certain stockholders of the Company contributed an aggregate of 25,813,075 shares of common stock to the Company for cancellation without the payment of any additional consideration. Also in connection with the consummation of the K/N Merger Agreement, the Company sold an aggregate of 4,000,000 shares of the Company Common Stock to Ironbound Partners Fund LLC, an affiliate of the Company’s then Interim Chief Financial Officer (“Ironbound”), on a private placement basis, for an aggregate purchase price of $2,000 or $0.50 per share, of which $300 was through the conversion of outstanding promissory notes held by Ironbound. The issuance was made in reliance upon exemptions provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated thereunder. In addition, the Company repurchased 381,950 shares from a stockholder simultaneously with the closing of the Mergers. Prior to June 30, 2013, the operations of Andover Games were formally discontinued. On July 1, 2013, the financial statements of Kitara Media became the Company’s financial statements and the Company’s operations became entirely that of Kitara Media and NYPG. | |
For accounting purposes, the acquisition of Kitara Media was treated as an acquisition of the Company by Kitara Media and as a recapitalization of Kitara Media as the member of Kitara Media held a large percent of the Company’s shares and exercises significant influence over the operating and financial policies of the consolidated entity and the Company was a non-operating public registrant prior to the transaction. Pursuant to ASC 805-10-11 through 55-15, the merger or acquisition of a private operating company into a non-operating public registrant with nominal assets is considered a capital transaction in substance rather than a business combination. As a result, the consolidated balance sheets, statements of operations, and statements of cash flows of Kitara Media have been retroactively updated to reflect the recapitalization. | |
Additionally, the historical consolidated financial statements of Kitara Media are now reflected as those of the Company. For accounting purposes, the acquisition of NYPG by the Company was treated as a business combination. | |
On August 19, 2013, the Company filed with the Secretary of State of the State of Delaware an amendment to its certificate of incorporation to change the Company’s name from “Ascend Acquisition Corp.” to “Kitara Media Corp.” to better reflect the Company’s operations following the Mergers. | |
On December 3, 2013, the Company acquired Health Guru Media. Pursuant to the agreement, Health Guru Media security holders received an aggregate of 18,000,000 shares of the Company’s common stock. As part of the transaction, the Company raised $2,000 from qualified investors in a private offering priced at $0.50 per share, including from Ironbound and another member of the Company’s board of directors. For accounting purposes, the acquisition of Health Guru Media by the Company was treated as a business combination. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commissions (the “SEC”) regarding consolidated financial information. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The Company’s consolidated financial statements are prepared in conformity with US GAAP, which requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. The Company’s most significant estimates relate to the accounts receivable allowance, the valuation allowance on deferred tax assets, the valuation of stock options, the valuation of contingent consideration from historical business combinations, and the value of intangible assets and goodwill. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. | |||||||||||||||||
Restricted Cash | |||||||||||||||||
Restricted cash at December 31, 2013 and 2012, represents two security deposits. One is to be maintained in the form of an unconditional, irrevocable letter of credit issued to the benefit of the landlord for the corporate office space the Company has leased. The other is in the form of a deposit that will be held until the Company no longer occupies the office space for NYPG. The letter of credit is subjected to renewal annually until the lease expires. | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Accounts receivable are stated at gross invoice amount less an allowance for doubtful accounts and sales credits. | |||||||||||||||||
The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Company’s customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness, and receivable amounts outstanding for an extended period beyond contractual terms. The Company uses assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected. These allowances are re-evaluated and adjusted as additional information is received. | |||||||||||||||||
The allowance for doubtful accounts as of December 31, 2013 and 2012 was $343, and $243, respectively. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization expense are computed using the straight-line method over the estimated useful lives of the assets, generally, three years for computer equipment and purchased software, three to five years for furniture and equipment, the shorter of the useful life and the term of the lease for leasehold improvements. | |||||||||||||||||
The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. Long-lived assets and certain identifiable intangible assets with definite lives are reviewed for impairment in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360 “Property, Plant, and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. | |||||||||||||||||
The Company follows the guidance of ASC Topic 350-40, “Internal-Use Software” and ASC Topic 985-20, “Costs of Software to be Sold, Leased or Marketed” in regards to the capitalization of software development costs. The Company’s unamortized capitalized costs related software to be sold, leased or marketed were $0 and $0 as of December 31, 2013 and 2012, respectively. The Company’s amortization of these capitalized software development costs for the years ended December 31, 2013 and 2012 was $0 and $279, respectively. The Company’s impairment losses was $0 and $649 for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||
The Company capitalizes certain costs related to its software developed or obtained for internal use in accordance with ASC 350-40. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred during the application development stage, including upgrades and enhancements representing modifications that will result in significant additional functionality, are capitalized. Software maintenance and training costs are expensed as incurred. Capitalized costs are recorded as part of property and equipment and are amortized on a straight-line basis over the software’s estimated useful life. The Company evaluates these assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. | |||||||||||||||||
In accordance with ASC 985-20 “Accounting for the Cost of Computer Software to be Sold, Leased or Otherwise Marketed,” software development costs are expensed as incurred until technological feasibility (generally in the form of a working model) has been established. Research and development costs which consist primarily of salaries and fees paid to third parties for the development of software and applications are expensed as incurred. The Company capitalizes only those costs directly attributable to the development of the software. Capitalization of these costs begins upon the establishment of technological feasibility. Activities undertaken after the products are available for release to customers to correct errors or keep the product up to date are expensed as incurred. Capitalized software development costs will be amortized over the estimated economic life of the software once the product is available for general release to customers. Capitalized software development costs will be amortized over the greater of the ratio of current revenue to total projected revenue for a product or the straight-line method. The Company will periodically perform reviews of the recoverability of such capitalized software costs. | |||||||||||||||||
At the time a determination is made that capitalized amounts are not recoverable based on the estimated cash flows to be generated from the applicable software, any remaining capitalized amounts are written off. During the year ended December 31, 2012 the Company recognized an impairment loss of $649, relating to non-recoverable capitalized software development costs. The impairment charge was based on the fact that the Company will not be able to recover the value of its capitalized costs based on expected future cash flows related to its software. The impairment charge which reduced the capitalized costs related to a specific software project to $0 were based on non-recurring Level 3 fair value measurement and which are based on unobservable inputs (which reflect the Company’s internal markets assumptions) that are supported by little or no market activity and that are significant to the fair value of the asset. No impairment losses were recognized for the year ended December 31, 2013. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
The Company recorded intangible assets for its customer relationships and publisher relationships as a result of its acquisition by the Kitara Signing Holder, on August 31, 2010. The Company also recorded intangible assets for the assets acquired from NYPG for its subscribers and website on July 1, 2013. In connection with the Company’s acquisition of Health Guru Media, the Company recorded intangible assets for their advertiser relationships, video library and domain names for Healthguru.com and Gather.com. | |||||||||||||||||
For intangible assets with definite useful lives, the Company amortizes the cost over the estimated useful lives and assesses any impairment by estimating the future cash flow from the associated asset in accordance with ASC Topic 350. The Company reviews annually the useful life of its intangible assets. | |||||||||||||||||
Goodwill | |||||||||||||||||
Goodwill represents the excess of purchase price over the fair value of identifiable net assets of companies acquired. Goodwill and other intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually. An entity has the option to first assess qualitative factors to determine whether events or circumstances lead to a conclusion that is more likely than not that the fair value of a reporting unit is greater than its carrying amount. If an entity determines that qualitative factors indicate that it is more likely than not that the fair value of the entity exceeds the carrying amount, the two step quantitative evaluation is not necessary. The Company considered the qualitative factors related to its goodwill and determined that the quantitative approach was not necessary. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenue in accordance with ASC Topic 605, “Revenue Recognition.” Accordingly, the Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the related receivable is reasonably assured and the amounts are fixed and determinable. | |||||||||||||||||
The Company’s revenues are recognized in the period that the actions occur or when services are provided and the criteria of ASC Topic 605 are met. Additionally, consistent with the provisions of ASC Topic 605-45, “Principle Agent Considerations,” (“ASC Topic 605-45”), the Company’s revenues are recorded on a gross basis and publisher expenses that are directly related to a revenue-generating event are recorded as a component of cost of revenues. | |||||||||||||||||
Prepayments and amounts on deposit from customers are recorded as an advertiser deposit liability and are included in either accounts payable and accrued liabilities or accounts receivable, net, in the accompanying consolidated balance sheets. | |||||||||||||||||
Cost of Revenues | |||||||||||||||||
Cost of revenues consists of payments to publishers that are directly related to a revenue-generating event, potential sales leads and for advertisements displayed on their sites. The Company becomes obligated to make payments to publishers in the period the actions or lead-based information are delivered or occur. The Company also purchases key words on search engines in order to direct consumers to its websites. | |||||||||||||||||
Other Operating Expenses | |||||||||||||||||
Other operating expenses include sales and marketing expenses, technology expenses, bad debt expenses, insurance, administrative expenses and other general overhead costs. Sales and marketing expenses consist primarily of travel, trade show and marketing material costs and are charged to operations during the year in which they are incurred. Technology expenses include costs associated with the maintenance of the Company’s technology platforms, as well as costs for contracted services and supplies. | |||||||||||||||||
Concentration of Credit Risk and Significant Customers | |||||||||||||||||
The Company’s largest customers accounted for approximately 52.9% (3 customers accounted for 22.2%, 15.6%, and 15.1% of this amount) and 36.5% (3 customers accounted for 12.9%, 12.7%, and 10.9% of this amount) of the Company’s revenues for the years ended December 31, 2013 and 2012, respectively, and approximately 49.4% (3 customers accounted for 12.1%, 12.8%, and 24.4% of this amount) and 15.3% (3 customers accounted for 3.7%, 10.6%, and 1.0% of this amount) of the related accounts receivable as of December 31, 2013 and 2012, respectively. The Company had other significant customers account for an additional 31.6% (two customers accounted for 16.5% and 15.1% of this amount) as of December 31, 2012. The Company’s largest vendors accounted for approximately 37.5% (1 vendor) and 38.4% (2 vendors) of the Company’s cost of revenues for the years ended December 31, 2013 and 2012 respectively, and approximately 34.1% and 9.5% of the related accounts payable as of December 31, 2013 and 2012, respectively. In addition, the Company had one additional vendor account for 13.2% and 23.0% of accounts payable as of December 31, 2013 and 2012, respectively. | |||||||||||||||||
Kitara Media operates in a free market bid-based environment. Customer concentration is a reflection of obtaining the highest bid. | |||||||||||||||||
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Accounts are insured by the FDIC up to $250. As of December 31, 2013, the Company held cash balances in excess of federally insured limits. | |||||||||||||||||
Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and sales credits. | |||||||||||||||||
Business Combinations | |||||||||||||||||
For a business combination, the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling interest in the acquiree, that excess in earnings are recognized as a gain attributable to the Company. | |||||||||||||||||
Deferred tax liabilities and assets were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 740-10. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
ASC Topic 825 “Financial Instruments” requires that fair value be disclosed for the Company’s financial instruments. The Company’s financial instruments, including cash, accounts receivable, other receivables, accounts payable and accrued liabilities are carried at historical cost basis. At December 31, 2013 and 2012, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. The contingent consideration related to a previous acquisition is measured at fair value on a recurring basis and adjusted accordingly. | |||||||||||||||||
Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: | |||||||||||||||||
· | Level 1: Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
· | Level 2: Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. | ||||||||||||||||
· | Level 3: Significant unobservable inputs that cannot be corroborated by market data | ||||||||||||||||
Level 3 financial liabilities measured at fair value on a recurring basis consist of the contingent obligation to Skyword, the entity that sold Gather.com to Health Guru Media prior to the Company’s acquisition of Health Guru Media, for which there is no current market such that the determination of fair value requires significant judgment or estimation. Future payments are contingent on revenue levels and as a result, the liability is remeasured at fair value on a recurring basis. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | |||||||||||||||||
The contingent consideration for the purchase of Gather.com consists of a five year arrangement to pay royalties to Skyword (“Skyward Royalty”). The Skyword Royalty is to be paid in quarterly installments and is based on revenues generated by the assets purchased. The Skyword Royalty is paid pursuant to the table below. | |||||||||||||||||
Royalty Rate | |||||||||||||||||
Applied to | |||||||||||||||||
Skyword Royalty Payment Schedule | Revenues for | ||||||||||||||||
Stated Period | |||||||||||||||||
09/01/13 to 02/28/14 | 5 | % | |||||||||||||||
03/01/14 to 8/31/14 | 15 | % | |||||||||||||||
09/01/14 to 02/28/15 | 20 | % | |||||||||||||||
03/01/15 to 09/15/17 | 25 | % | |||||||||||||||
The royalty amount is capped and cannot exceed $2,000. At the end of the fifth year, there is a settlement provision. An amount representing $2,000 less the aggregate amount of Skyword Royalties paid through such fifth year is deemed the “Remainder.” If (i) the Remainder is $0, then no further action is necessary; (ii) if the Remainder is greater than $0, then Health Guru Media may pay the full dollar value of the Remainder to Skyword in full satisfaction of the obligation, or, (iii) if Health Guru Media does not exercise its option to pay the remainder in full, then Health Guru Media shall select a dollar value between $0 and the Remainder (“Settlement Value”). Skyword then has the option to accept receipt of the Settlement Value in full satisfaction or (iv) Skyword pays Health Guru Media the Settlement Value and thus reclaims all assets of the Gather business. | |||||||||||||||||
The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis. | |||||||||||||||||
Consolidated | Quoted Prices in Active Markets for Identical Assets or Liabilities | Quoted Prices for Similar Assets or Liabilities in Active Markets | Significant | ||||||||||||||
Balance Sheet | (Level 1) | (Level 2) | Unobservable | ||||||||||||||
Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Fair value of contingent consideration in connection with the purchase of Gather (included in other liabilities): | |||||||||||||||||
31-Dec-13 | $ | 224 | $ | - | $ | - | $ | 224 | |||||||||
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: | |||||||||||||||||
As of | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Beginning balance at January 1, 2013 | $ | 0 | |||||||||||||||
Acquisition of contingent consideration associated with the Health Guru Media merger | 224 | ||||||||||||||||
Ending balance at December 31, 2013 | $ | 224 | |||||||||||||||
The contingent obligation to Skyword in connection with Health Guru Media’s purchase of Gather.com in September 2012 are classified within Level 3 of the valuation hierarchy. In order to determine the fair value of the contingent obligation to Skyword, using historical performance, the company estimates the future cash flows from the Gather.com website and then applies a discount rate of 35%. This valuation is done quarterly and the contingent obligation is adjusted accordingly. | |||||||||||||||||
Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements, and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. | |||||||||||||||||
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liabilities. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | |||||||||||||||||
The Company accounts for uncertain tax positions in accordance with ASC 740—“Income Taxes”. No uncertain tax provisions have been identified. The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying consolidated statements of operations. | |||||||||||||||||
In accordance with ASC 740, the Company evaluates whether a valuation allowance should be established against the net deferred tax assets based upon the consideration of all available evidence and using a “more likely than not” standard. Significant weight is given to evidence that can be objectively verified. The determination to record a valuation allowance is based on the recent history of cumulative losses and current operating performance. In conducting the analysis, the Company utilizes an approach, which considers the current year loss, including an assessment of the degree to which any losses are driven by items that are unusual in nature and incurred to improve future profitability. In addition, the Company reviews changes in near-term market conditions and any other factors arising during the period, which may impact its future operating results. | |||||||||||||||||
During the year ended December 31, 2012, Kitara was treated as a partnership for income tax purposes and accordingly, was not subject to income taxes in any jurisdiction. Accordingly, no provision for income taxes was reflected in the accompanying consolidated financial statements for the year ended December 31, 2012. | |||||||||||||||||
Net (loss) per share | |||||||||||||||||
Basic net earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options. The computation of diluted earnings per share excludes those with an exercise price in excess of the average market price of the Company’s common shares during the periods presented. | |||||||||||||||||
The computation of diluted earnings per share excludes outstanding options in periods where the exercise of such options would be anti-dilutive. For the years ended December 31, 2013 and 2012 there were 9,150,000 and 150,000 options, respectively, excluded from the computation of earnings per share because they were anti-dilutive. | |||||||||||||||||
Stock Compensation Policy | |||||||||||||||||
The Company accounts for stock based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s common stock options are estimated using the Black Scholes option-pricing model with the following assumptions: expected volatility, dividend rate, risk free interest rate and the expected life. The Company calculates the expected volatility using the historical volatility over the most recent period equal to the expected term and evaluates the extent to which available information indicate that future volatility may differ from historical volatility. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant. The Company has not experienced significant exercise activity on stock options. Due to the lack of historical information, the Company determined the expected term of its stock option awards issued using the simplified method. The simplified method assumes each vesting tranche of the award has a term equal to the midpoint between when the award vests and when the award expires. The Company expenses stock-based compensation by using the straight-line method. | |||||||||||||||||
Reclassifications | |||||||||||||||||
Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements. These reclassifications had no effect on previously reported loss. | |||||||||||||||||
Subsequent Events | |||||||||||||||||
The Company has evaluated events that occurred subsequent to December 31, 2013 through the date these financial statements were issued. Management has concluded that no additional subsequent events required disclosure in these consolidated financial statements other than those identified in Note 15. | |||||||||||||||||
Recent Pronouncements | |||||||||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued amended standards that provided explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carry forward or a tax credit carry forward exists. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carry forward, a similar tax loss or a tax credit carry forward, if such settlement is required or expected in the event the uncertain tax position is disallowed. The new guidance becomes effective on January 1, 2014; it should be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application permitted. The Company is currently assessing the impact of this new guidance. |
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment, Net | ' | ||||||||
3. Property and Equipment, Net | |||||||||
Property and equipment, net, consists of the following (in thousands): | |||||||||
As of | As of | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Leasehold improvements | $ | 25 | $ | 25 | |||||
Furniture & Fixtures | 18 | 13 | |||||||
Computer Equipment | 89 | 46 | |||||||
Software | 587 | 189 | |||||||
Other Equipment | 33 | 25 | |||||||
Stock image, music & video | 12 | 0 | |||||||
Construction in progress | 481 | 58 | |||||||
1,245 | 356 | ||||||||
Less: Accumulated Depreciation | (335 | ) | (227 | ) | |||||
$ | 910 | $ | 129 | ||||||
Depreciation expense for the years ended December 31, 2013 and 2012 was $108 and $362, respectively. | |||||||||
Construction in progress represents various software products that are being developed internally and capitalized that have not yet been placed in service. |
Intangibles
Intangibles | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Intangibles [Abstract] | ' | ||||||||
Intangibles | ' | ||||||||
4. Intangibles | |||||||||
Intangible assets consisted of the value received for advertisers and publishers that Kitara Media had at the time they were acquired by the Kitara Signing Holder. The period of benefit of having these advertisers and publishers was determined to be 3 years. Intangible assets also consist of the value received in the acquisition of NYPG for its website and subscribers. The period of benefit for the subscribers was determined to be 7 years and 3 years for the website. Intangible assets related to the value received in the acquisition of Health Guru Media were the advertiser relationships which are being amortized over 10 years, the video library which also is being amortized over 10 years and the domain name for Gather.com which is being amortized over 18 months and the domain and trade name for Health Guru Media which has been deemed to be perpetual. | |||||||||
Intangible assets are comprised of the following: | |||||||||
As of | As of | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Publisher relationships-Kitara Media | $ | 695 | $ | 695 | |||||
Advertiser relationships-Kitara Media | 463 | 463 | |||||||
Advertiser relationships-Healthguru | 720 | 0 | |||||||
Domain and trade name-Healthguru (indefinite life) | 680 | 0 | |||||||
Domain name-Gather | 142 | 0 | |||||||
Video Library | 470 | 0 | |||||||
Subscribers | 118 | 0 | |||||||
Website | 26 | 0 | |||||||
Total Intangible Asset | 3,314 | 1,158 | |||||||
Less: Accumulated Amortization | (1,188 | ) | (772 | ) | |||||
Net | $ | 2,126 | $ | 386 | |||||
Amortization expense related to intangible assets was approximately $417 and $386 for the years ended December 31, 2013 and 2012, respectively. The estimated future amortization related to publishers and advertisers related to Kitara Media for 2014 is expected to be $0 as the assets are now fully amortized. Amortization expense for the website and subscribers is expected to be $25 for 2014 and 2015 decreasing to $21 for 2016 and then $17 per year beginning with 2017 to 2019 with $8 in 2020 upon which the asset will be fully amortized. The domain name for Gather.com is expected to be $81 for 2014 decreasing to 54 in 2015 upon which it will be fully amortized. The Domain name for Health Guru Media has been determined to have a perpetual life. The video library and advertiser relationships is expected to be $119 for each year from 2014 to 2022 and $109 for 2023 upon which the asset will be fully amortized. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
5. Commitments and Contingencies | |
On July 1, 2013 in connection with the Mergers, the Company entered into employment agreements with each of Robert Regular and Limor Regular for their respective appointments as Chief Executive Officer and Chief Operating Officer of the Company. Each of the employment agreements is for a 4-year term. Pursuant to Mr. Regular’s employment agreement, he will receive a base salary of $350 per year and will be eligible to earn an annual performance bonus targeted to be approximately 50% of his base salary upon meeting performance objectives as defined from time to time. Mr. Regular also received an initial stock option grant to purchase 2,400,000 shares of the Company’s common stock. | |
Pursuant to Ms. Regular’s employment agreement, she will receive a base salary of $225 per year and will be eligible to earn an annual performance bonus targeted to be approximately 50% of her base salary upon meeting performance objectives as defined from time to time. Ms. Regular also received an initial stock option grant to purchase 500,000 shares of Company’s common stock. | |
On July 22, 2013, the Company appointed Lisa VanPatten as its Chief Financial Officer, replacing Jonathan Ledecky who had been serving as the Company’s Interim Chief Financial Officer. On August 19, 2013, the Company entered into an employment agreement with Ms. VanPatten. She will receive a base salary of $160 per year and will be eligible to earn an annual performance bonus targeted to be $40 if certain performance objectives are met. Ms. VanPatten was also granted options to purchase 500,000 shares of the Company’s common stock. | |
On December 3, 2013, the Company entered into an employment agreement with Mr. Silberstein in connection with the Health Guru Media acquisition. Under the employment agreement, the Company will employ Mr. Silberstein as President. The term of the employment agreement commenced on December 3, 2013 and expires on December 3, 2017, unless it is terminated earlier as provided therein. Mr. Silberstein will earn an annual base salary of $300. Mr. Silberstein also received a one-time performance bonus in the amount of $125 upon the signing of the employment agreement and will receive an additional bonus payment of $125 payable on July 1, 2014. Mr. Silberstein will also be eligible to earn a yearly performance bonus equal to 50% of his base salary annually if certain mutually agreed upon performance objectives are met. Mr. Silberstein was also granted a five-year stock option to purchase 2,500,000 shares of our common stock at an exercise price of $0.26 per share (the closing bid price on the date of the Employment Agreement), which option vests on a quarterly basis over the term of the Employment Agreement. | |
Each of the agreements provides for certain payments to the executives in the event of such executives termination. Additionally, upon certain termination events, the options granted to such executives would accelerate. Each of the employment agreements also contains provisions for the protection of the Company’s intellectual property and for non-compete restrictions in the event of termination of the relevant executive (generally imposing restrictions on (i) employment or consultation with competing companies or customers, (ii) recruiting or hiring employees for a competing company and (iii) soliciting or accepting business from the Company’s customers for a period of one year following termination). | |
Kitara Media has two leases which expire in September 2014. Rent expense for the years ended December 31, 2013 and 2012 was $247 and $211 respectively. Health Guru Media had a lease which was set to terminate in September 2015. In January 2014, this lease was terminated, effective April 30, 2014, which required the payment of a termination fee of $50. |
Short_Term_Debt
Short Term Debt | 12 Months Ended |
Dec. 31, 2013 | |
Short Term Debt [Abstract] | ' |
Short Term Debt | ' |
6. Short Term Debt | |
On November 1, 2013, Kitara Media secured a three-year $5,000 credit facility with Wells Fargo Bank, National Association (the “Lender”). The line may be increased to $10,000 at Kitara Media’s option on or prior to April 30, 2015 in two equal tranches of $2,500 each. The interest rate on the credit facility is Libor plus 4.25% with a minimum interest charge of $10 per month. Various fees are payable to the Lender from time to time, including origination fees and unused line fees. | |
The credit facility contains various financial covenants including the requirement that earnings before interest, taxes, depreciation and amortization be at certain minimum levels for various periods through December 31, 2014. Other financial covenants are that the Company maintain minimum liquidity (as defined in the credit facility) of $1,000 and make no more than $100 in capital expenditures in any fiscal year, other than capitalized software development costs (as defined in the credit facility), which may not be in excess of $1,000 in any fiscal year. As of December 31, 2013, the Company was in compliance with its financial covenants. Amounts due under the credit agreement are secured by a continuing security interest in substantially all of Kitara Media’s assets and also pledges by the Company of its ownership interests in its other wholly-owned subsidiaries, NYPG and Andover Games, LLC. Outstanding advances under the Credit Agreement may not at any time exceed a Borrowing Base (as defined below) less amounts outstanding under letters of credit. The Borrowing Base is equal to 85% of eligible accounts receivable plus the lesser of 75% of eligible unbilled accounts receivable or $500 less reserves established by Lender from time to time less $500. Kitara Media shall maintain at all times minimum excess availability of not less than $500. The credit line terminates on November 1, 2016, at which time all amounts outstanding must be paid. The facility is treated as a current liability because among other provisions, the agreement requires that the Company maintain a lockbox arrangement and contains certain subjective acceleration clauses. In addition, the bank may at its discretion, adjust the availability of the arrangement. At December 31, 2013 the outstanding balance was $841. | |
In conjunction with the acquisition of Health Guru Media, the Company acquired certain debts as follows: | |
On June 10, 2011, Health Guru Media obtained a commitment from a lender to borrow an aggregate of $3,000. The commitment was divided into two tranches. The first tranche was for $2,000 which expires on October 1, 2014. The second tranche was for $1,000 and expires on December 1, 2014. On January 31, 2012, Health Guru Media obtained an additional growth capital loan on its second commitment (“Tranche 3”) in the amount of $500 which expires on December 1, 2014. | |
Interest is payable monthly at an annual interest rate which is a sum of the prime rate, as published by The Wall Street Journal, plus 9.75% per annum (the “Combined Interest Rate”). In no event shall the designated rate be less than 13%. At December 31, 2013, the interest rate on this debt was 13%. As of December 31, 2013 the total balance on the notes was $1,383. | |
In June 2013 Health Guru Media secured a one (1) year receivable financing arrangement with Sterling National Bank – Factoring and Trade Finance Division (“the Bank”). Health Guru Media presents invoices to the Bank who then advances it up to 60% of eligible invoices and may remain outstanding for up to 120 days of the invoice date or 60 days past due. The Bank charges a commission rate of .35% of the gross invoice. All debits in the account shall bear interest daily at a rate equal to 1.75% above prime rate as published in the Wall Street Journal. As of December 31, 2013 the total balance outstanding was $1,080. | |
On June 19, 2013, Health Guru Media, the Bank and the Health Guru Lender for the loans, entered into an Intercreditor agreement that has granted the Bank and the Health Guru Lender for the loans, a general lien and security interest in substantially all of Health Guru Media’s assets. This agreement sets forth the respective rights and obligations with respect to the assets of Health Guru Media between the Bank and the Health Guru Lender for the loans. |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2013 | |
Litigation [Abstract] | ' |
Litigation | ' |
7. Litigation | |
In December 2013, an action entitled Intrepid Investments, LLC ("Intrepid") v. Selling Source, LLC, et al., Index No. 65429/2013 was filed in the Supreme Court of the State of New York, County of New York. This is an action commenced by Intrepid to collect on a Junior Secured Promissory Note signed by Selling Source in the original principal sum of $28,700 (the "Note"). Kitara Media is not a signatory to the Note but it did sign an August 31, 2010 Security Agreement ("Security Agreement") pledging certain of its assets as security for the Note. At the time Kitara Media signed the Security Agreement, it was wholly-owned by Selling Source. On July 1, 2013, Kitara Media merged with K/N Merger Sub, with Kitara Media surviving the merger and becoming the Company’s wholly-owned subsidiary. Accordingly, it is no longer wholly-owned by Selling Source, although it is still an affiliate of Selling Source. In the action, Intrepid seeks to foreclose on the security interest. Both Selling Source’s and Kitara Media’s obligations to Intrepid under the Note and Security Agreement were subordinate to obligations Selling Source had to two groups of prior lenders ("Senior Lenders"). The right of Intrepid to compel payments under the Note and/or foreclose the lien created by the Security Agreement was subject to an Intercreditor Agreement by and between the Senior Lenders and Intrepid. Under the terms of the Intercreditor Agreement, Intrepid could not take steps to compel Selling Source to make payment on the Note or foreclose the Security Agreement so long as the obligations to the Senior Lenders remained outstanding. In addition, under the terms of the Intercreditor Agreement, the Senior Lenders had the right to have the lien released on any of the collateral pledge as security under the Security Agreement. In connection with the merger of K/N Merger Sub LLC and Kitara Media, the first priority Senior Lenders released the lien on Kitara Media’s assets which were pledged as collateral under the Security Agreement and the obligation of Kitara Media to Intrepid was released. In addition, Selling Source’s obligations to the Senior Lenders remains outstanding. Based on these facts, Kitara Media believes Intrepid’s claim is without merit and intends to defend it vigorously. In any event, Selling Source has acknowledged an obligation to indemnify and defend Kitara Media from any liability to Intrepid arising out of the Note and Security Agreement. The parties have exchanged pleadings, but no discovery has yet been taken. Selling Source has advised the Company that it intends to make a motion for summary judgment on behalf of all defendants (including Kitara Media) dismissing the action. Selling Source also intends to move for a stay of discovery pending determination of the summary judgment motion. | |
Shareholders_Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity [Abstract] | ' |
Shareholders' Equity | ' |
8. Stockholders’ Equity | |
The Company has 83,156,969 shares outstanding as of December 31, 2013. In connection with the Mergers, Kitara Media became the acquirer for accounting purposes and as such the 20,000,000 shares issued to the Kitara Signing Holder are considered outstanding as of the earliest period presented. On July 1, 2013, in conjunction with the Mergers, the Company issued 10,000,000 shares to acquire NYPG, 4,000,000 shares in a private equity raise, 381,950 shares were repurchased and 25,813,075 shares were cancelled. | |
On October 21, 2013, the Company issued 2,145,294 of common stock to settle two liabilities with the Kitara Signing Holder. Pursuant to the K/N Merger Agreement, the Company originally agreed to pay the Kitara Signing Holder cash equal to the amount by which Kitara’s working capital at closing (as finally determined in accordance with the K/N Merger Agreement) exceeded $2,500 (the “Closing Working Capital Adjustment”). The Kitara Signing Holder and the Company determined that the Closing Working Capital Adjustment was $904. The Company also owed the Kitara Signing Holder an aggregate of $170 for services provided by the Kitara Signing Holder to the Company since the closing of the Mergers. These two debts were settled via the equity issue. | |
On December 3, 2013, the Company entered into a merger agreement and plan of organization (the “HG Merger Agreement”) with Health Guru Media and the holders of a majority of the outstanding shares of capital stock of Health Guru Media, and simultaneously consummated the transactions contemplated thereby. At the closing, Health Guru Media became the Company’s wholly owned subsidiary. At the closing, the former holders of the capital stock of Health Guru Media received an aggregate of 18,000,000 shares of the Company’s common stock. | |
In connection with the consummation of the transactions contemplated by the HG Merger Agreement, the Company sold an aggregate of 4,000,000 shares of common stock to several accredited investors, including members of the Company’s board of directors and their affiliates, on a private placement basis, for an aggregate purchase price of $2,000, or $0.50 per share. | |
Issuance_of_Stock_Options
Issuance of Stock Options | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Issuance of Stock Options [Abstract] | ' | ||||||||||||||||||||||||
Issuance of Stock Options | ' | ||||||||||||||||||||||||
9. Issuance of Stock Options | |||||||||||||||||||||||||
On May 14, 2012 and December 3, 2013, the Company’s board of directors adopted the 2012 Long-Term Incentive Equity Plan (“2012 Stock Option Plan”) and the 2013 Long-Term Incentive Equity Plan (“2013 Stock Option Plan”). The 2012 Stock Option Plan and 2013 Stock Option Plan provide for the grant of stock options, stock appreciation rights, restricted stock and other stock-based awards to, among others, the officers, directors, employees and consultants of the Company. The total number of shares of common stock reserved for issuance under the 2012 Stock Option Plan and the 2013 Stock Option Plan is 6,000,000 and 6,000,000 shares, respectively. | |||||||||||||||||||||||||
On May 7, 2012, the Company entered into consulting agreements with Meteor Group and its chairman, Dieter Abt. Pursuant to the agreements with Meteor Group and Mr. Abt, the Company granted them options to purchase an aggregate of 150,000 shares of the Company’s common stock, 50,000 of which are exercisable at $0.50 per share, 50,000 of which are exercisable at $0.75 per share and 50,000 of which are exercisable at $1.00 per share, vesting upon the entry by the Company of agreements with specific third parties to develop mobile games for such third parties. On November 11, 2013, the Company provided a letter terminating the agreement and as such, the options to purchase an aggregate of 150,000 shares of the Company’s common stock were forfeited. | |||||||||||||||||||||||||
On July 1, 2013, as part of their employment agreements, the Company granted Mr. Regular and Mrs. Regular options to purchase 2,400,000 shares and 500,000 shares, respectively, at an exercise price of $0.20 which are exercisable until June 30, 2018. Both option grants vest on a quarterly basis. | |||||||||||||||||||||||||
On August 1, 2013, the Company granted various employees options to purchase an aggregate of 2,075,000 shares at an exercise price of $0.50 which have various vesting schedules and have a contractual life until July 31, 2018. | |||||||||||||||||||||||||
On September 2, 2013, the Company granted various employees options to purchase an aggregate of 200,000 shares at an exercise price of $0.70 which have various vesting schedules and have a contractual life until September 1, 2018. | |||||||||||||||||||||||||
On October 23, 2013, the Company granted an employee, options to purchase 150,000 shares of the Company’s Common Stock at an exercise price of $0.30 and have a contractual life until October 22, 2018. | |||||||||||||||||||||||||
On December 3, 2013, the Company granted various employees options to purchase an aggregate of 4,025,000 shares at an exercise price of $0.26 which have a 4 year vesting schedule and have a contractual life until December 2, 2018. | |||||||||||||||||||||||||
The fair value of stock options is amortized on a straight line basis over the requisite service periods of the respective awards. Stock based compensation expense related to stock options was $89 and $0 for the year ended December 31, 2013 and 2012, respectively, and was reflected in selling, general and administrative expenses on the accompanying consolidated statements of operations. As of December 31, 2013, the unamortized value of options was $1,072. As of December 31, 2013, the unamortized portion will be expensed through 2017, and the weighted average remaining amortization period was 3.7 years. | |||||||||||||||||||||||||
The following table is a summary of activity under the Company’s 2012 and 2013 Stock Option Plan: | |||||||||||||||||||||||||
Shares | Weighted | Weighted | Weighted | Aggregate | |||||||||||||||||||||
Average | Average | Average | Intrinsic | ||||||||||||||||||||||
Exercise Price | Grant Date | Remaining | Value | ||||||||||||||||||||||
Fair Value | Contractual | ||||||||||||||||||||||||
Term (Years) | |||||||||||||||||||||||||
Outstanding at January 1, 2012 | - | ||||||||||||||||||||||||
Granted | 150,000 | $ | 0.75 | $ | 0.05 | ||||||||||||||||||||
Exercised | - | ||||||||||||||||||||||||
Forfeited, expired or cancelled | - | ||||||||||||||||||||||||
Outstanding at December 31, 2012 | 150,000 | $ | 0.75 | $ | 0.05 | $ | - | ||||||||||||||||||
Granted | 9,350,000 | $ | 0.3 | $ | 0.13 | ||||||||||||||||||||
Exercised | - | ||||||||||||||||||||||||
Forfeited, expired or cancelled | (350,000 | ) | $ | 0.47 | |||||||||||||||||||||
Outstanding at December 31, 2013 | 9,150,000 | $ | 0.31 | $ | 0.13 | 4.7 | $ | 10,013 | |||||||||||||||||
Exercisable at January 1, 2012 | - | ||||||||||||||||||||||||
Vested | - | ||||||||||||||||||||||||
Forfeited | - | ||||||||||||||||||||||||
Exercisable at December 31, 2012 | - | ||||||||||||||||||||||||
Vested | 212,500 | $ | 0.24 | $ | 0.1 | ||||||||||||||||||||
Forfeited | - | ||||||||||||||||||||||||
Exercisable at December 31, 2013 | 212,500 | $ | 0.24 | $ | 0.1 | 4.5 | $ | 245 | |||||||||||||||||
The Company estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair values of employee stock options granted during 2013 and 2012 were estimated using the following weighted- average assumptions: | |||||||||||||||||||||||||
The Black Scholes method option pricing model was used to estimate fair value as of the date of grants during 2013 using the following range of assumptions. The simplified method was used to determine the expected life as the granted options were“plain-vanilla” options. | |||||||||||||||||||||||||
7-May-12 | 1-Jul-13 | 1-Aug-13 | 1-Sep-13 | 23-Oct-13 | 3-Dec-13 | ||||||||||||||||||||
Option Grants | Option Grants | Option Grants | Option Grants | Option Grants | Option Grants | ||||||||||||||||||||
Stock Price | $ | 0.3 | $ | 0.2 | $ | 0.5 | $ | 0.7 | $ | 0.3 | $ | 0.26 | |||||||||||||
Dividend Yield | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||
Expected Volatility | 59 | % | 54 | % | 54 | % | 54 | % | 54 | % | 54 | % | |||||||||||||
Risk-Free interest rate | 0.37 | % | 1.39 | % | 1.49 | % | 1.68 | % | 1.3 | % | 1.4 | % | |||||||||||||
Expected life (in years) | 3 | 3.75 | 3.75 | 3.75 | 3.75 | 3.75 | |||||||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
10. Income Taxes | |||||||||
Income tax expense for the years ended December 31, 2013 and December 31, 2012, respectively is as follows: | |||||||||
2013 | 2012 | ||||||||
Current | |||||||||
Federal | $ | - | $ | - | |||||
State | 67 | - | |||||||
Total | 67 | - | |||||||
Deferred | |||||||||
Federal | - | - | |||||||
State | - | - | |||||||
Total | - | - | |||||||
Total Income Tax Expense | $ | 67 | $ | - | |||||
The difference between the Company's effective income tax rate and the federal statutory corporate tax rate is as follows: | |||||||||
2013 | |||||||||
Statutory federal tax rate | 34 | % | |||||||
State taxes, net of federal benefit | -39.6 | % | |||||||
Transaction costs | -14 | % | |||||||
Pre-merger Kitara LLC income | 33.2 | % | |||||||
Valuation allowance | -71.9 | % | |||||||
Other | 2.6 | % | |||||||
Total | -55.7 | % | |||||||
Significant components of deferred tax assets and liabilities as of December 31, 2013 and 2012 are as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets | |||||||||
Net operating loss carryforward | $ | 4,558 | $ | - | |||||
Accrued bonus | 182 | - | |||||||
Bad debts | 137 | - | |||||||
Accrued vacation | 56 | - | |||||||
Non-qualified stock options | 36 | - | |||||||
Gross deferred tax assets | 4,969 | - | |||||||
Deferred tax liabilities | |||||||||
Amortization of intangibles | (310 | ) | - | ||||||
Depreciation | (73 | ) | - | ||||||
Gross deferred tax liabilities | (383 | ) | - | ||||||
Valuation allowance | (4,858 | ) | - | ||||||
Net deferred tax liability | $ | (272 | ) | $ | - | ||||
Based on a history of cumulative losses at Health Guru Media and the results of operations for the year ended December 31, 2013, the Company determined that it is more likely than not it will not realize benefits from the deferred tax assets. The Company will not record income tax benefits in the consolidated financial statements until it is determined that it is more likely than not that the Company will generate sufficient taxable income to realize the deferred income tax assets. As a result of the analysis, the Company determined that a full valuation allowance against the deferred tax assets is required. During the year ended December 31, 2013 the change in the valuation allowance was an increase of $4,858. The total amount of goodwill subject to amortization for tax purposes was $1,074 as of December 31, 2013. | |||||||||
As of December 31, 2013, the Company had net operating loss carryforwards of approximately $17,700. These carryforwards included losses incurred by Health Guru Media prior to their being acquired by Kitara on December 3, 2013, as well as losses incurred during 2013 by the other members of the consolidated tax group. Internal Revenue Code Section 382 limits the utilization of net operating loss carryforwards upon a change in control of a company. As a result, utilization of the Company's net operating loss carryforwards will be subject to limitations. These limitations could have the effect of eliminating a portion of the future income tax benefits of the net operating loss carryforwards. Based on these limitations, the Company estimated that federal net operating loss carryforwards of approximately $10,100, and New York State and New York City net operating loss carryforwards of approximately $9,900, respectively, can be utilized in future periods. The expected expiration dates of these net operating losses are the years 2024 through 2033. | |||||||||
The Company remains subject to examination by tax authorities for tax years 2009 through 2013. The Company files income tax returns in the U.S. federal jurisdiction and various states. | |||||||||
As of December 31, 2013 and 2012, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. | |||||||||
As of December 31, 2013 income taxes payable were $62, which is included in accounts payable and accrued liabilities. |
Note_Payable_Stockholder
Note Payable Stockholder | 12 Months Ended |
Dec. 31, 2013 | |
Note Payable Stockholder [Abstract] | ' |
Note Payable, Stockholder | ' |
11. Note Payable, Stockholder | |
On July 1, 2013, the Company, Kitara Media, and NYPG amended the K/N Merger Agreement to amend the merger consideration being paid to the NYPG Signing Holder. The K/N Merger Agreement previously provided that the revenue generated by NYPG, arising solely from the current operations of NYPG, from the closing of the transaction through December 31, 2013 would be paid to the NYPG Signing Holder. The amendment removed the right of the NYPG Signing Holder to receive the NYPG revenue and in its place called for the Company to issue two promissory notes, which also replaced the accumulated shareholder loans that the Signing Holder had made throughout the history of NYPG. The first note is for $100 with an annual interest rate of 1% that matures on January 1, 2015. The second note is for $200 with an annual interest rate of 1% that matures on January 1, 2023. Each of the notes will accrue interest and will be due at the time the notes become due and payable. As of December 31, 2013 the outstanding balance on the notes was $302, including accrued interest. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
12. Related Party Transactions | |
The Company received various accounting, human resource and information technology services from the Kitara Signing Holder, a significant shareholder of the Company. For the years ended December 31, 2013 and 2012, the Company recorded management fees for services performed by the Kitara Signing Holder on behalf of the Company of $250 and $399, respectively. As part of the K/N Merger Agreement, the Company was required to pay the Kitara Signing Holder cash equal to the amount of Kitara’s working capital at closing that exceeded $2,500. The Kitara Signing Holder and the Company have agreed to a working capital adjustment of $904. The total liability at the years ended December 31, 2013 and 2012 was $0 and $343, respectively. |
Acquisition
Acquisition | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Acquisition [Abstract] | ' | ||||||||
Acquisition | ' | ||||||||
13. Acquisitions | |||||||||
NYPG Acquisition | |||||||||
On June 12, 2013, the Company entered into the K/N Merger Agreement with K/N Merger Sub LLC, K/N Merger Sub Inc., Kitara Media, NYPG, the Kitara Signing Holder and the NYPG Signing Holder. The K/N Merger Agreement contemplated the (i) merger of K/N Merger Sub LLC with and into Kitara Media with Kitara Media surviving the merger and (ii) merger of K/N Merger Sub Inc. with and into NYPG with NYPG surviving the merger. | |||||||||
On July 1, 2013, the Company consummated the transactions contemplated by the K/N Merger Agreement. At the close of the Merger, the NYPG Signing Holder, holder of all outstanding and issued shares of NYPG common stock, received (a) an aggregate of 10,000,000 shares of the Company’s common stock and (b) the Closing Notes, one in the amount of $100 being due and payable on January 1, 2014 (which was subsequently extended through January 1, 2015) and one in the amount of $200 being due and payable on January 1, 2023 to replace the existing advances from stockholder of NYPG. Each of the Closing Notes accrues interest at a rate of 1% per annum, which will be due at the time the Closing Notes become due and payable. The aggregate purchase price of the transaction was $2,000. | |||||||||
For accounting purposes, the acquisition of NYPG by the Company was treated as a business combination. | |||||||||
The assets and liabilities of NYPG have been recorded in the Company’s consolidated balance sheet at their fair values at the date of acquisition. As part of the Mergers on July 1, 2013, the Company acquired identifiable intangible assets of $143. The acquired intangibles have been assigned definite lives and are subject to amortization, as described in the table below. | |||||||||
The following details amortization periods for the identifiable, amortizable intangibles: | |||||||||
Intangible Asset Category | Amortization | ||||||||
Period | |||||||||
Subscribers | 7 years | ||||||||
Website | 3 years | ||||||||
The following details the allocation of the purchase price for the Kitara/NYPG Merger: | |||||||||
Fair Value | |||||||||
Cash | $ | 6 | |||||||
Accounts Receivable | 28 | ||||||||
Property and Equipment | 2 | ||||||||
Intangible Asset - Subscribers | 118 | ||||||||
Intangible Asset - Website | 25 | ||||||||
Goodwill | 2,118 | ||||||||
Security Deposit | 3 | ||||||||
Promissory Notes Payable | (300 | ) | |||||||
Total purchase price consideration | $ | 2,000 | |||||||
The Mergers resulted in the recording of goodwill of $2,118. As a result of the transaction, the Company obtained access to the Adotas.com website which is owned and operated by NYPG. The Company will therefore have access to the industry and market information that Adotas.com compiles. NYPG will also leverage the Company’s contacts to drive traffic to increase advertisements to the website. Adotas will also benefit from the Company’s senior management team. | |||||||||
The results of operations for NYPG for the period July 1, 2013 through ended December 31, 2013, are reflected in the Company’s results for the year ended December 31, 2013, in the accompanying consolidated statements of operations. For the year ended December 31, 2013, $25 is included in the consolidated revenue and ($74) in the consolidated net loss related to NYPG. | |||||||||
Health Guru Acquisition | |||||||||
On December 3, 2013, the Company entered into a Merger Agreement and Plan of Organization (“Health Guru Merger Agreement”) by and among the Company, Kitara Media Sub, Inc. (“Merger Sub”), Health Guru Media and certain securityholders of Health Guru Media, which securityholders held a majority of the outstanding shares of capital stock of Health Guru and simultaneously consummated the transactions contemplated thereby (the “Closing”). | |||||||||
At the Closing, pursuant to the Health Guru Merger Agreement, Merger Sub was merged with and into Health Guru, with Health Guru surviving as a wholly owned subsidiary of the Company (the “HG Acquisition”). All of the shares of capital stock and certain debt of Health Guru Media outstanding immediately prior to the HG Acquisition were automatically canceled and converted into the right for such holders to receive an aggregate of 18,000,000 shares of the Company’s common stock. Simultaneously, all of Health Guru Media’s stock options and warrants to purchase common stock which were outstanding prior to the HG Acquisition were cancelled. Based on a valuation prepared by an independent appraiser, the total purchase price of the transaction was $8,600. | |||||||||
The assets and liabilities of Health Guru Media have been recorded in the Company’s consolidated balance sheet at their fair values at the date of acquisition. As part of the HG Acquisition on December 3, 2013, the Company acquired identifiable intangible assets of $2,012. The acquired intangibles have been assigned definite lives and are subject to amortization, as described in the table below. | |||||||||
The following details amortization periods for the identifiable, amortizable intangibles: | |||||||||
Intangible Asset Category | Amortization Period | ||||||||
Domain Name – Gather.com | 18 months | ||||||||
Advertiser Relationship | 10 years | ||||||||
Video Library | 10 years | ||||||||
Domain and trade name | Indefinite | ||||||||
The following details the allocation of the purchase price for the Health Guru Acquisition: | |||||||||
Intangible Asset - Domain and Trade Name - no amortization | |||||||||
Fair Value | |||||||||
Cash | $ | 754 | |||||||
Accounts Receivable | 2,926 | ||||||||
Property and Equipment | 198 | ||||||||
Prepaid expenses and other current assets | 286 | ||||||||
Security Deposit | 56 | ||||||||
680 | |||||||||
Intangible Asset - Domain Name | 142 | ||||||||
Intangible Asset - Advertiser Relationship | 720 | ||||||||
Intangible Asset - Video Library | 470 | ||||||||
Goodwill | 9,698 | ||||||||
Deferred tax liability | (272 | ) | |||||||
Accounts Payable and Accrued Expenses | (4,172 | ) | |||||||
Contingent Consideration | (224 | ) | |||||||
Short Term Debt | (2,662 | ) | |||||||
Total purchase price consideration | $ | 8,600 | |||||||
The Health Guru Acquisition resulted in the recording of goodwill of $9,698. The transaction has resulted in synergies in the technologies that the Company and Health Guru Media respectively have access to. For instance, the acquisition allows Heath Guru Media to have access to the Company’s video player, Propel +, which it previously did not have access to. Likewise, the Company now has access to Health Guru Media’s content management system that it previously did not have access to. Additionally, many of the advertisers and publishers complement each other so each company has now gained access to more advertisements and access to more places to serve advertisements. | |||||||||
The results of operations for Health Guru Media for the period December 3, 2013 through ended December 31, 2013, are reflected in the Company’s results for the year ended December 31, 2013, in the accompanying consolidated statements of operations. For the year ended December 31, 2013, $807 is included in the consolidated revenue and ($563) in the consolidated net loss related to Health Guru. | |||||||||
Unaudited pro forma combined financial information | |||||||||
The following presents the unaudited pro forma combined financial information, as if the acquisition of NYPG and the acquisition of Health Guru Media had occurred as of January 1, 2012: | |||||||||
For the year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Revenues | $ | 35,090 | $ | 31,910 | |||||
Net loss | $ | (5,802 | ) | $ | (6,761 | ) | |||
Pro forma basic and diluted net loss per common share | $ | (0.07 | ) | $ | (0.08 | ) | |||
Pro forma weighted average common shares outstanding - basic and diluted | 83,156,969 | 83,156,969 | |||||||
The pro forma combined results of operations are not necessarily indicative of the results of operations that actually would have occurred had the Mergers and the acquisition of Health Guru Media been completed as of January 1, 2012, nor are they necessarily indicative of future consolidated results. Pro-forma net loss for the year ended December 31, 2013 was adjusted to exclude $367 in acquisition related costs, $550 in impairment expenses, and $250 in management's bonus. |
Defined_Contributions_Plans
Defined Contributions Plans | 12 Months Ended |
Dec. 31, 2013 | |
Defined Contributions Plans [Abstract] | ' |
Defined Contributions Plans | ' |
14. Defined Contributions Plans | |
The Company maintains a defined contribution plan under Section 401(k) of the Internal Revenue Code (the “Plan”). Participating employees may defer a percentage of their eligible pre-tax earnings up to the Internal Revenue Service’s annual contribution limit. All full-time employees of the Company are eligible to participate in the Plan. The Plan does not permit investment of participant contributions in the Company’s member units. Company matching contributions to the Plan are discretionary. The Company recorded contribution expense of $99 and $94 during the years ended December 31, 2013 and 2012, respectively. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
15. Subsequent Events | |
On March 26, 2014, Ironbound loaned the Company an aggregate of $1,000 and issued Ironbound a promissory note (the “Note”) reflecting the loan. The principal balance, together with interest, is due on the earlier of (a) April 25, 2014 and (b) the consummation by the Company of a private placement of its equity or debt securities or any other financing raising gross proceeds of at least $1,000 (either date being the “Maturity Date”). However, the Note may be prepaid at any time without penalty or premium, except the payment of then-accrued interest. Upon occurrence of an event of default by reason of failure to timely pay amounts owed under the Note, Ironbound may (i) by written notice, declare the unpaid principal balance, together with interest, immediately due and payable or (ii) appoint a number of members of the Board of Directors of the Company to constitute a majority of the Board to serve until all amounts due under the Note are paid. Upon occurrence of an event of default by reason of certain insolvency events, the entire unpaid balance, together with interest, automatically and immediately becomes due and payable. Interest accrues on the unpaid balance at an annual rate equal to LIBOR as published in the Wall Street Journal plus 1% per annum until the principal amount due under the Note has been paid in full. In the event the Note is not paid by or on the Maturity Date, or such earlier date upon acceleration of repayment, the interest rate increases to 13% per annum from the date on which payment was due. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commissions (the “SEC”) regarding consolidated financial information. | |||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The Company’s consolidated financial statements are prepared in conformity with US GAAP, which requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. The Company’s most significant estimates relate to the accounts receivable allowance, the valuation allowance on deferred tax assets, the valuation of stock options, the valuation of contingent consideration from historical business combinations, and the value of intangible assets and goodwill. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. | |||||||||||||||||
Restricted Cash | ' | ||||||||||||||||
Restricted Cash | |||||||||||||||||
Restricted cash at December 31, 2013 and 2012, represents two security deposits. One is to be maintained in the form of an unconditional, irrevocable letter of credit issued to the benefit of the landlord for the corporate office space the Company has leased. The other is in the form of a deposit that will be held until the Company no longer occupies the office space for NYPG. The letter of credit is subjected to renewal annually until the lease expires. | |||||||||||||||||
Accounts Receivable | ' | ||||||||||||||||
Accounts Receivable | |||||||||||||||||
Accounts receivable are stated at gross invoice amount less an allowance for doubtful accounts and sales credits. | |||||||||||||||||
The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Company’s customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness, and receivable amounts outstanding for an extended period beyond contractual terms. The Company uses assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected. These allowances are re-evaluated and adjusted as additional information is received. | |||||||||||||||||
The allowance for doubtful accounts as of December 31, 2013 and 2012 was $343, and $243, respectively. | |||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization expense are computed using the straight-line method over the estimated useful lives of the assets, generally, three years for computer equipment and purchased software, three to five years for furniture and equipment, the shorter of the useful life and the term of the lease for leasehold improvements. | |||||||||||||||||
The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. Long-lived assets and certain identifiable intangible assets with definite lives are reviewed for impairment in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360 “Property, Plant, and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. | |||||||||||||||||
The Company follows the guidance of ASC Topic 350-40, “Internal-Use Software” and ASC Topic 985-20, “Costs of Software to be Sold, Leased or Marketed” in regards to the capitalization of software development costs. The Company’s unamortized capitalized costs related software to be sold, leased or marketed were $0 and $0 as of December 31, 2013 and 2012, respectively. The Company’s amortization of these capitalized software development costs for the years ended December 31, 2013 and 2012 was $0 and $279, respectively. The Company’s impairment losses was $0 and $649 for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||
The Company capitalizes certain costs related to its software developed or obtained for internal use in accordance with ASC 350-40. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred during the application development stage, including upgrades and enhancements representing modifications that will result in significant additional functionality, are capitalized. Software maintenance and training costs are expensed as incurred. Capitalized costs are recorded as part of property and equipment and are amortized on a straight-line basis over the software’s estimated useful life. The Company evaluates these assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. | |||||||||||||||||
In accordance with ASC 985-20 “Accounting for the Cost of Computer Software to be Sold, Leased or Otherwise Marketed,” software development costs are expensed as incurred until technological feasibility (generally in the form of a working model) has been established. Research and development costs which consist primarily of salaries and fees paid to third parties for the development of software and applications are expensed as incurred. The Company capitalizes only those costs directly attributable to the development of the software. Capitalization of these costs begins upon the establishment of technological feasibility. Activities undertaken after the products are available for release to customers to correct errors or keep the product up to date are expensed as incurred. Capitalized software development costs will be amortized over the estimated economic life of the software once the product is available for general release to customers. Capitalized software development costs will be amortized over the greater of the ratio of current revenue to total projected revenue for a product or the straight-line method. The Company will periodically perform reviews of the recoverability of such capitalized software costs. | |||||||||||||||||
At the time a determination is made that capitalized amounts are not recoverable based on the estimated cash flows to be generated from the applicable software, any remaining capitalized amounts are written off. During the year ended December 31, 2012 the Company recognized an impairment loss of $649, relating to non-recoverable capitalized software development costs. The impairment charge was based on the fact that the Company will not be able to recover the value of its capitalized costs based on expected future cash flows related to its software. The impairment charge which reduced the capitalized costs related to a specific software project to $0 were based on non-recurring Level 3 fair value measurement and which are based on unobservable inputs (which reflect the Company’s internal markets assumptions) that are supported by little or no market activity and that are significant to the fair value of the asset. No impairment losses were recognized for the year ended December 31, 2013. | |||||||||||||||||
Intangible Assets | ' | ||||||||||||||||
Intangible Assets | |||||||||||||||||
The Company recorded intangible assets for its customer relationships and publisher relationships as a result of its acquisition by the Kitara Signing Holder, on August 31, 2010. The Company also recorded intangible assets for the assets acquired from NYPG for its subscribers and website on July 1, 2013. In connection with the Company’s acquisition of Health Guru Media, the Company recorded intangible assets for their advertiser relationships, video library and domain names for Healthguru.com and Gather.com. | |||||||||||||||||
For intangible assets with definite useful lives, the Company amortizes the cost over the estimated useful lives and assesses any impairment by estimating the future cash flow from the associated asset in accordance with ASC Topic 350. The Company reviews annually the useful life of its intangible assets. | |||||||||||||||||
Goodwill | ' | ||||||||||||||||
Goodwill | |||||||||||||||||
Goodwill represents the excess of purchase price over the fair value of identifiable net assets of companies acquired. Goodwill and other intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually. An entity has the option to first assess qualitative factors to determine whether events or circumstances lead to a conclusion that is more likely than not that the fair value of a reporting unit is greater than its carrying amount. If an entity determines that qualitative factors indicate that it is more likely than not that the fair value of the entity exceeds the carrying amount, the two step quantitative evaluation is not necessary. The Company considered the qualitative factors related to its goodwill and determined that Goodwill was not impaired as of December 31, 2013. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenue in accordance with ASC Topic 605, “Revenue Recognition.” Accordingly, the Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the related receivable is reasonably assured and the amounts are fixed and determinable. | |||||||||||||||||
The Company’s revenues are recognized in the period that the actions occur or when services are provided and the criteria of ASC Topic 605 are met. Additionally, consistent with the provisions of ASC Topic 605-45, “Principle Agent Considerations,” (“ASC Topic 605-45”), the Company’s revenues are recorded on a gross basis and publisher expenses that are directly related to a revenue-generating event are recorded as a component of cost of revenues. | |||||||||||||||||
Prepayments and amounts on deposit from customers are recorded as an advertiser deposit liability and are included in either accounts payable and accrued liabilities or accounts receivable, net, in the accompanying consolidated balance sheets. | |||||||||||||||||
Cost of Revenues | ' | ||||||||||||||||
Cost of Revenues | |||||||||||||||||
Cost of revenues consists of payments to publishers that are directly related to a revenue-generating event, potential sales leads and for advertisements displayed on their sites. The Company becomes obligated to make payments to publishers in the period the actions or lead-based information are delivered or occur. The Company also purchases key words on search engines in order to direct consumers to its websites. | |||||||||||||||||
Other Operating Expenses | ' | ||||||||||||||||
Other Operating Expenses | |||||||||||||||||
Other operating expenses include sales and marketing expenses, technology expenses, bad debt expenses, insurance, administrative expenses and other general overhead costs. Sales and marketing expenses consist primarily of travel, trade show and marketing material costs and are charged to operations during the year in which they are incurred. Technology expenses include costs associated with the maintenance of the Company’s technology platforms, as well as costs for contracted services and supplies. | |||||||||||||||||
Concentration of Credit Risk and Significant Customers | ' | ||||||||||||||||
Concentration of Credit Risk and Significant Customers | |||||||||||||||||
The Company’s largest customers accounted for approximately 52.9% (3 customers accounted for 22.2%, 15.6%, and 15.1% of this amount) and 36.5% (3 customers accounted for 12.9%, 12.7%, and 10.9% of this amount) of the Company’s revenues for the years ended December 31, 2013 and 2012, respectively, and approximately 49.4% (3 customers accounted for 12.1%, 12.8%, and 24.4% of this amount) and 15.3% (3 customers accounted for 3.7%, 10.6%, and 1.0% of this amount) of the related accounts receivable as of December 31, 2013 and 2012, respectively. The Company had other significant customers account for an additional 31.6% (two customers accounted for 16.5% and 15.1% of this amount) as of December 31, 2012. The Company’s largest vendors accounted for approximately 37.5% (1 vendor) and 38.4% (2 vendors) of the Company’s cost of revenues for the years ended December 31, 2013 and 2012 respectively, and approximately 34.1% and 9.5% of the related accounts payable as of December 31, 2013 and 2012, respectively. In addition, the Company had one additional vendor account for 13.2% and 23.0% of accounts payable as of December 31, 2013 and 2012, respectively. | |||||||||||||||||
Kitara Media operates in a free market bid-based environment. Customer concentration is a reflection of obtaining the highest bid. | |||||||||||||||||
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Accounts are insured by the FDIC up to $250. As of December 31, 2013, the Company held cash balances in excess of federally insured limits. | |||||||||||||||||
Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and sales credits. | |||||||||||||||||
Business Combination | ' | ||||||||||||||||
Business Combinations | |||||||||||||||||
For a business combination, the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling interest in the acquiree, that excess in earnings are recognized as a gain attributable to the Company. | |||||||||||||||||
Deferred tax liabilities and assets were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 740-10 | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
ASC Topic 825 “Financial Instruments” requires that fair value be disclosed for the Company’s financial instruments. The Company’s financial instruments, including cash, accounts receivable, other receivables, accounts payable and accrued liabilities are carried at historical cost basis. At December 31, 2013 and 2012, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. The contingent consideration related to a previous acquisition is measured at fair value on a recurring basis and adjusted accordingly. | |||||||||||||||||
Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: | |||||||||||||||||
· | Level 1: Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
· | Level 2: Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. | ||||||||||||||||
· | Level 3: Significant unobservable inputs that cannot be corroborated by market data | ||||||||||||||||
Level 3 financial liabilities measured at fair value on a recurring basis consist of the contingent obligation to Skyword, the entity that sold Gather.com to Health Guru Media prior to the Company’s acquisition of Health Guru Media, for which there is no current market such that the determination of fair value requires significant judgment or estimation. Future payments are contingent on revenue levels and as a result, the liability is remeasured at fair value on a recurring basis. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | |||||||||||||||||
The contingent consideration for the purchase of Gather.com consists of a five year arrangement to pay royalties to Skyword (“Skyward Royalty”). The Skyword Royalty is to be paid in quarterly installments and is based on revenues generated by the assets purchased. The Skyword Royalty is paid pursuant to the table below. | |||||||||||||||||
Royalty Rate | |||||||||||||||||
Applied to | |||||||||||||||||
Skyword Royalty Payment Schedule | Revenues for | ||||||||||||||||
Stated Period | |||||||||||||||||
09/01/13 to 02/28/14 | 5 | % | |||||||||||||||
03/01/14 to 8/31/14 | 15 | % | |||||||||||||||
09/01/14 to 02/28/15 | 20 | % | |||||||||||||||
03/01/15 to 09/15/17 | 25 | % | |||||||||||||||
The royalty amount is capped and cannot exceed $2,000. At the end of the fifth year, there is a settlement provision. An amount representing $2,000 less the aggregate amount of Skyword Royalties paid through such fifth year is deemed the “Remainder.” If (i) the Remainder is $0, then no further action is necessary; (ii) if the Remainder is greater than $0, then Health Guru Media may pay the full dollar value of the Remainder to Skyword in full satisfaction of the obligation, or, (iii) if Health Guru Media does not exercise its option to pay the remainder in full, then Health Guru Media shall select a dollar value between $0 and the Remainder (“Settlement Value”). Skyword then has the option to accept receipt of the Settlement Value in full satisfaction or (iv) Skyword pays Health Guru Media the Settlement Value and thus reclaims all assets of the Gather business. | |||||||||||||||||
The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis. | |||||||||||||||||
Consolidated | Quoted Prices in Active Markets for Identical Assets or Liabilities | Quoted Prices for Similar Assets or Liabilities in Active Markets | Significant | ||||||||||||||
Balance Sheet | (Level 1) | (Level 2) | Unobservable | ||||||||||||||
Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Fair value of contingent consideration in connection with the purchase of Gather (included in other liabilities): | |||||||||||||||||
31-Dec-13 | $ | 224 | $ | - | $ | - | $ | 224 | |||||||||
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis: | |||||||||||||||||
As of | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Beginning balance at January 1, 2013 | $ | 0 | |||||||||||||||
Acquisition of contingent consideration associated with the Health Guru Media merger | 224 | ||||||||||||||||
Ending balance at December 31, 2013 | $ | 224 | |||||||||||||||
The contingent obligation to Skyword in connection with Health Guru Media’s purchase of Gather.com in September 2012 are classified within Level 3 of the valuation hierarchy. In order to determine the fair value of the contingent obligation to Skyword, using historical performance, the company estimates the future cash flows from the Gather.com website and then applies a discount rate of 35%. This valuation is done quarterly and the contingent obligation is adjusted accordingly. | |||||||||||||||||
Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial Officer. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements, and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction. | |||||||||||||||||
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liabilities. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | |||||||||||||||||
The Company accounts for uncertain tax positions in accordance with ASC 740—“Income Taxes”. No uncertain tax provisions have been identified. The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying consolidated statements of operations. | |||||||||||||||||
In accordance with ASC 740, the Company evaluates whether a valuation allowance should be established against the net deferred tax assets based upon the consideration of all available evidence and using a “more likely than not” standard. Significant weight is given to evidence that can be objectively verified. The determination to record a valuation allowance is based on the recent history of cumulative losses and current operating performance. In conducting the analysis, the Company utilizes an approach, which considers the current year loss, including an assessment of the degree to which any losses are driven by items that are unusual in nature and incurred to improve future profitability. In addition, the Company reviews changes in near-term market conditions and any other factors arising during the period, which may impact its future operating results. | |||||||||||||||||
During the year ended December 31, 2012, Kitara was treated as a partnership for income tax purposes and accordingly, was not subject to income taxes in any jurisdiction. Accordingly, no provision for income taxes was reflected in the accompanying consolidated financial statements for the year ended December 31, 2012. | |||||||||||||||||
Net (loss) per share | ' | ||||||||||||||||
Net (loss) per share | |||||||||||||||||
Basic net earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options. The computation of diluted earnings per share excludes those with an exercise price in excess of the average market price of the Company’s common shares during the periods presented. | |||||||||||||||||
The computation of diluted earnings per share excludes outstanding options in periods where the exercise of such options would be anti-dilutive. For the years ended December 31, 2013 and 2012 there were 9,150,000 and 150,000 options, respectively, excluded from the computation of earnings per share because they were anti-dilutive. | |||||||||||||||||
Stock Compensation Policy | ' | ||||||||||||||||
Stock Compensation Policy | |||||||||||||||||
The Company accounts for stock based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s common stock options are estimated using the Black Scholes option-pricing model with the following assumptions: expected volatility, dividend rate, risk free interest rate and the expected life. The Company calculates the expected volatility using the historical volatility over the most recent period equal to the expected term and evaluates the extent to which available information indicate that future volatility may differ from historical volatility. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant. The Company has not experienced significant exercise activity on stock options. Due to the lack of historical information, the Company determined the expected term of its stock option awards issued using the simplified method. The simplified method assumes each vesting tranche of the award has a term equal to the midpoint between when the award vests and when the award expires. The Company expenses stock-based compensation by using the straight-line method. | |||||||||||||||||
Reclassifications | ' | ||||||||||||||||
Reclassifications | |||||||||||||||||
Certain amounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements. These reclassifications had no effect on previously reported loss. | |||||||||||||||||
Subsequent Events | ' | ||||||||||||||||
Subsequent Events | |||||||||||||||||
The Company has evaluated events that occurred subsequent to December 31, 2013 through the date these financial statements were issued. Management has concluded that no additional subsequent events required disclosure in these consolidated financial statements other than those identified in Note 15. | |||||||||||||||||
Recent Pronouncements | ' | ||||||||||||||||
Recent Pronouncements | |||||||||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued amended standards that provided explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carry forward or a tax credit carry forward exists. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as a reduction of a deferred tax asset for a net operating loss carry forward, a similar tax loss or a tax credit carry forward, if such settlement is required or expected in the event the uncertain tax position is disallowed. The new guidance becomes effective on January 1, 2014; it should be applied prospectively to unrecognized tax benefits that exist at the effective date with retrospective application permitted. The Company is currently assessing the impact of this new guidance. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of royalty payment | ' | ||||||||||||||||
Royalty Rate | |||||||||||||||||
Applied to | |||||||||||||||||
Skyword Royalty Payment Schedule | Revenues for | ||||||||||||||||
Stated Period | |||||||||||||||||
09/01/13 to 02/28/14 | 5 | % | |||||||||||||||
03/01/14 to 8/31/14 | 15 | % | |||||||||||||||
09/01/14 to 02/28/15 | 20 | % | |||||||||||||||
03/01/15 to 09/15/17 | 25 | % | |||||||||||||||
Fair value, assets measured on recurring basis | ' | ||||||||||||||||
Consolidated | Quoted Prices in Active Markets for Identical Assets or Liabilities | Quoted Prices for Similar Assets or Liabilities in Active Markets | Significant | ||||||||||||||
Balance Sheet | (Level 1) | (Level 2) | Unobservable | ||||||||||||||
Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Fair value of contingent consideration in connection with the purchase of Gather (included in other liabilities): | |||||||||||||||||
31-Dec-13 | $ | 224 | $ | - | $ | - | $ | 224 | |||||||||
Fair value of the Company Level Three financial liabilities | ' | ||||||||||||||||
As of | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Beginning balance at January 1, 2013 | $ | 0 | |||||||||||||||
Acquisition of contingent consideration associated with the Health Guru Media merger | 224 | ||||||||||||||||
Ending balance at December 31, 2013 | $ | 224 | |||||||||||||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of property and equipment net | ' | ||||||||
As of | As of | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Leasehold improvements | $ | 25 | $ | 25 | |||||
Furniture & Fixtures | 18 | 13 | |||||||
Computer Equipment | 89 | 46 | |||||||
Software | 587 | 189 | |||||||
Other Equipment | 33 | 25 | |||||||
Stock image, music & video | 12 | 0 | |||||||
Construction in progress | 481 | 58 | |||||||
1,245 | 356 | ||||||||
Less: Accumulated Depreciation | (335 | ) | (227 | ) | |||||
$ | 910 | $ | 129 |
Intangibles_Tables
Intangibles (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Intangibles [Abstract] | ' | ||||||||
Schedule of value received for Intangible assets acquired | ' | ||||||||
As of | As of | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Publisher relationships-Kitara Media | $ | 695 | $ | 695 | |||||
Advertiser relationships-Kitara Media | 463 | 463 | |||||||
Advertiser relationships-Healthguru | 720 | 0 | |||||||
Domain and trade name-Healthguru (indefinite life) | 680 | 0 | |||||||
Domain name-Gather | 142 | 0 | |||||||
Video Library | 470 | 0 | |||||||
Subscribers | 118 | 0 | |||||||
Website | 26 | 0 | |||||||
Total Intangible Asset | 3,314 | 1,158 | |||||||
Less: Accumulated Amortization | (1,188 | ) | (772 | ) | |||||
Net | $ | 2,126 | $ | 386 |
Issuance_of_Stock_Options_Tabl
Issuance of Stock Options (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Issuance of Stock Options [Abstract] | ' | ||||||||||||||||||||||||
Summary of employee stock options activity | ' | ||||||||||||||||||||||||
Shares | Weighted | Weighted | Average | ||||||||||||||||||||||
Average | Aggregate | Intrinsic | |||||||||||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||||||||||
Contractual | |||||||||||||||||||||||||
Term (Years) | |||||||||||||||||||||||||
Outstanding at December 31, 2011 | |||||||||||||||||||||||||
Granted | |||||||||||||||||||||||||
Exercised | |||||||||||||||||||||||||
Forfeited, expired or cancelled | |||||||||||||||||||||||||
Outstanding at December 31, 2012 | 150,000 | 0.75 | |||||||||||||||||||||||
Granted | |||||||||||||||||||||||||
Exercised | 0 | 0 | |||||||||||||||||||||||
Forfeited, expired or cancelled | 0 | 0 | |||||||||||||||||||||||
Outstanding at December 31, 2013 | |||||||||||||||||||||||||
Exercisable at December 31, 2013 | 0 | 0 | |||||||||||||||||||||||
Summary of assumptions to estimate the fair value of options granted | ' | ||||||||||||||||||||||||
7-May-12 | 1-Jul-13 | 1-Aug-13 | 1-Sep-13 | 23-Oct-13 | 3-Dec-13 | ||||||||||||||||||||
Option Grants | Option Grants | Option Grants | Option Grants | Option Grants | Option Grants | ||||||||||||||||||||
Stock Price | $ | 0.3 | $ | 0.2 | $ | 0.5 | $ | 0.7 | $ | 0.3 | $ | 0.26 | |||||||||||||
Dividend Yield | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||||||
Expected Volatility | 59 | % | 54 | % | 54 | % | 54 | % | 54 | % | 54 | % | |||||||||||||
Risk-Free interest rate | 0.37 | % | 1.39 | % | 1.49 | % | 1.68 | % | 1.3 | % | 1.4 | % | |||||||||||||
Expected life (in years) | 3 | 3.75 | 3.75 | 3.75 | 3.75 | 3.75 | |||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Schedule of components of income tax expense | ' | ||||||||
2013 | 2012 | ||||||||
Current | |||||||||
Federal | $ | - | $ | - | |||||
State | 67 | - | |||||||
Total | 67 | - | |||||||
Deferred | |||||||||
Federal | - | - | |||||||
State | - | - | |||||||
Total | - | - | |||||||
Total Income Tax Expense | $ | 67 | $ | - | |||||
Schedule of effective income tax rate reconciliation | ' | ||||||||
2013 | |||||||||
Statutory federal tax rate | 34 | % | |||||||
State taxes, net of federal benefit | -39.6 | % | |||||||
Transaction costs | -14 | % | |||||||
Pre-merger Kitara LLC income | 33.2 | % | |||||||
Valuation allowance | -71.9 | % | |||||||
Other | 2.6 | % | |||||||
Total | -55.7 | % | |||||||
Schedule of deferred tax assets and liabilities | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets | |||||||||
Net operating loss carryforward | $ | 4,558 | $ | - | |||||
Accrued bonus | 182 | - | |||||||
Bad debts | 137 | - | |||||||
Accrued vacation | 56 | - | |||||||
Non-qualified stock options | 36 | - | |||||||
Gross deferred tax assets | 4,969 | - | |||||||
Deferred tax liabilities | |||||||||
Amortization of intangibles | (310 | ) | - | ||||||
Depreciation | (73 | ) | - | ||||||
Gross deferred tax liabilities | (383 | ) | - | ||||||
Valuation allowance | (4,858 | ) | - | ||||||
Net deferred tax liability | $ | (272 | ) | $ | - |
Acquisition_Tables
Acquisition (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ||||||||
Shedule of unaudited pro forma consolidated results of operations | ' | ||||||||
For the year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Revenues | $ | 35,090 | $ | 31,910 | |||||
Net loss | $ | (5,552 | ) | $ | (6,761 | ) | |||
Pro forma basic and diluted net loss per common share | $ | (0.07 | ) | $ | (0.08 | ) | |||
Pro forma weighted average common shares outstanding - basic and diluted | 83,156,969 | 83,156,969 | |||||||
New York Publishing Group Inc [Member] | ' | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ||||||||
Schedule of amortization periods for the identifiable, amortizable intangibles | ' | ||||||||
Intangible Asset Category | Amortization | ||||||||
Period | |||||||||
Subscribers | 7 years | ||||||||
Website | 3 years | ||||||||
Summary of final purchase price allocation to the assets and liabilities | ' | ||||||||
Fair Value | |||||||||
Cash | $ | 6 | |||||||
Accounts Receivable | 28 | ||||||||
Property and Equipment | 2 | ||||||||
Intangible Asset - Subscribers | 118 | ||||||||
Intangible Asset - Website | 25 | ||||||||
Goodwill | 2,118 | ||||||||
Security Deposit | 3 | ||||||||
Promissory Notes Payable | (300 | ) | |||||||
Total purchase price consideration | $ | 2,000 | |||||||
Health Guru Media [Member] | ' | ||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ||||||||
Schedule of amortization periods for the identifiable, amortizable intangibles | ' | ||||||||
Intangible Asset Category | Amortization Period | ||||||||
Domain Name – Gather.com | 18 months | ||||||||
Advertiser Relationship | 10 years | ||||||||
Video Library | 10 years | ||||||||
Domain and trade name | Indefinite | ||||||||
Summary of final purchase price allocation to the assets and liabilities | ' | ||||||||
Fair Value | |||||||||
Cash | $ | 754 | |||||||
Accounts Receivable | 2,926 | ||||||||
Property and Equipment | 198 | ||||||||
Prepaid expenses and other current assets | 286 | ||||||||
Security Deposit | 56 | ||||||||
Intangible Asset - Domain and Trade Name - no amortization | 680 | ||||||||
Intangible Asset - Domain Name | 142 | ||||||||
Intangible Asset - Advertiser Relationship | 720 | ||||||||
Intangible Asset - Video Library | 470 | ||||||||
Goodwill | 9,698 | ||||||||
Deferred tax liability | (272 | ) | |||||||
Accounts Payable and Accrued Expenses | (4,172 | ) | |||||||
Contingent Consideration | (224 | ) | |||||||
Short Term Debt | (2,662 | ) | |||||||
Total purchase price consideration | $ | 8,600 | |||||||
Organization_and_Description_o1
Organization and Description of Business (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Nov. 01, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 01, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Dec. 03, 2013 |
PromissoryNote | Ironbound Partners Fund LLC [Member] | Kitara/NYPG Merger Agreement [Member] | Kitara/NYPG Merger Agreement [Member] | Kitara/NYPG Merger Agreement [Member] | Kitara/NYPG Merger Agreement [Member] | Health Guru Media Merger Agreement [Member] | ||||
subsidiary | Promissory Notes 1 [Member] | Promissory Notes 2 [Member] | ||||||||
Organization and Description of Business (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of subsidiaries | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' |
Kitara/NYPG merger agreement, Description | ' | ' | ' | ' | ' | 'On July 1, 2013, the Company consummated the transactions contemplated by the K/N Merger Agreement. At the close of the Mergers, (i) the Kitara Signing Holder, holder of all of the outstanding membership units of Kitara Media, received an aggregate of 20,000,000 shares of the Company's common stock and (ii) the NYPG Signing Holder, holder of all outstanding and issued shares of NYPG common stock, received (a) an aggregate of 10,000,000 shares of the Company's common stock and (b) two promissory notes (collectively, the "Closing Notes"), one in the amount of $100 being due and payable on January 1, 2014 and one in the amount of $200 being due and payable on January 1, 2023 to replace the existing advances from stockholder of NYPG. | ' | ' | ' | ' |
Number of promissory note | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
Due date of notes payable | 30-Apr-15 | ' | 1-Jan-23 | ' | ' | ' | ' | 1-Jan-15 | 1-Jan-23 | ' |
Amount of working capital adjustment | ' | ' | $1,074 | $0 | ' | $904 | ' | ' | ' | ' |
Interest rate on notes payable | ' | ' | 1.00% | ' | ' | ' | 1.00% | ' | ' | ' |
Merger agreement conditions | ' | ' | ' | ' | ' | 'Also on July 1, 2013, as a condition to closing the K/N Merger Agreement, certain stockholders of the Company contributed an aggregate of 25,813,075 shares of common stock to the Company for cancellation without the payment of any additional consideration. | ' | ' | ' | ' |
Aggregate purchase price | ' | ' | 2,000 | 0 | ' | 2,000 | ' | ' | ' | ' |
Aggregate purchase price, Per share | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' |
Conversion of outstanding promissory notes held by Ironbound | ' | ' | $300 | $0 | ' | $300 | ' | ' | ' | ' |
Number of repurchased common stock from shareholder | ' | 381,950 | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate number of shares sold of common stock | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' |
Shares issued to Health Guru Media | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000,000 |
Shares issued for private offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 |
Private offering price | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | $0.50 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2013 | |
09/01/13 to 02/28/14 | ' |
Schedule Of Royalty Revenue [Line Items] | ' |
Royalty Rate Applied to Revenues | 5.00% |
03/01/14 to 8/31/14 | ' |
Schedule Of Royalty Revenue [Line Items] | ' |
Royalty Rate Applied to Revenues | 15.00% |
09/01/14 to 02/28/15 | ' |
Schedule Of Royalty Revenue [Line Items] | ' |
Royalty Rate Applied to Revenues | 20.00% |
03/01/15 to 09/15/17 | ' |
Schedule Of Royalty Revenue [Line Items] | ' |
Royalty Rate Applied to Revenues | 25.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Fair value of contingent consideration in connection with the purchase of Gather (included in other liabilities): | ' |
Fair value of assets that measured on a recurring basis | $224 |
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member] | ' |
Fair value of contingent consideration in connection with the purchase of Gather (included in other liabilities): | ' |
Fair value of assets that measured on a recurring basis | ' |
Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) | ' |
Fair value of contingent consideration in connection with the purchase of Gather (included in other liabilities): | ' |
Fair value of assets that measured on a recurring basis | ' |
Significant Unobservable Inputs (Level 3) | ' |
Fair value of contingent consideration in connection with the purchase of Gather (included in other liabilities): | ' |
Fair value of assets that measured on a recurring basis | $224 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Beginning balance | $0 |
Acquisition of contingent consideration associated with the Health Guru Media merger | 224,000 |
Ending balance | $224,000 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Allowance for doubtful accounts | $343 | $243 |
Unamortized Capitalized Costs Related Software To Be Sold | 0 | 0 |
Amortized Capitalized Costs Related Software To Be Sold | 0 | 279 |
Impairment of capitalized software | 0 | 649 |
Cash, FDIC Insured Amount | 250 | ' |
Royalty expense | $2,000 | ' |
Royalty settlement description | 'An amount representing $2,000 less the aggregate amount of Skyword Royalties paid through such fifth year is deemed the "Remainder." If (i) the Remainder is $0, then no further action is necessary; (ii) if the Remainder is greater than $0, then Health Guru Media may pay the full dollar value of the Remainder to Skyword in full satisfaction of the obligation, or, (iii) if Health Guru Media does not exercise its option to pay the remainder in full, then Health Guru Media shall select a dollar value between $0 and the Remainder ("Settlement Value"). Skyword then has the option to accept receipt of the Settlement Value in full satisfaction or (iv) Skyword pays Health Guru Media the Settlement Value and thus reclaims all assets of the Gather business. | ' |
Discount rate | 35.00% | ' |
Antidilutive securities excluded from computation of earnings per share | 9,150,000 | 150,000 |
Computer Equipment [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Estimated useful lives | 'Three years | ' |
Software Development [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Estimated useful lives | 'Three years | ' |
Furniture and Fixtures [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Estimated useful lives | 'Three to five years | ' |
Customer [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | ' | 31.60% |
Number of customers | ' | 2 |
Customer [Member] | Customer One [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | ' | 16.50% |
Customer [Member] | Customer Two [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | ' | 15.10% |
Accounts Receivable [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | 49.40% | 15.30% |
Number of customers | 3 | 3 |
Accounts Receivable [Member] | Customer One [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | 12.20% | 3.70% |
Accounts Receivable [Member] | Customer Two [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | 12.80% | 10.60% |
Accounts Receivable [Member] | Customer Three [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | 24.40% | 1.00% |
Accounts Payable [Member] | Vendor [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | 34.10% | 9.50% |
Accounts Payable [Member] | Vendor One [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | 13.20% | 23.00% |
Revenue [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | 52.90% | 36.50% |
Number of customers | 3 | 3 |
Revenue [Member] | Customer One [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | 22.20% | 12.90% |
Revenue [Member] | Customer Two [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | 15.60% | 12.70% |
Revenue [Member] | Customer Three [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | 15.10% | 10.90% |
Revenue [Member] | Vendor [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) | ' | ' |
Concentration of credit risk percentage | 37.50% | 38.40% |
Number of vendors | 1 | 2 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $1,245 | $356 |
Less accumulated depreciation | -335 | -227 |
Property and equipment, net | 910 | 129 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 25 | 25 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 18 | 13 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 89 | 46 |
Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 587 | 189 |
Other Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 33 | 25 |
Stock image, music & video [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 12 | 0 |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $481 | $58 |
Property_and_Equipment_Net_Det1
Property and Equipment, Net (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Property and Equipment, Net (Textual) | ' | ' |
Depreciation expense | $108 | $362 |
Intangibles_Details
Intangibles (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total Intangible Asset | $3,314 | $1,158 |
Less: Accumulated Amortization | -1,188 | -772 |
Net | 2,126 | 386 |
Publisher relationships-Kitara Media [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total Intangible Asset | 695 | 695 |
Advertiser relationships-Kitara Media [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total Intangible Asset | 463 | 463 |
Advertiser relationships-Healthguru [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total Intangible Asset | 720 | 0 |
Domain and trade name-Healthguru (indefinite life) [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total Intangible Asset | 680 | 0 |
Domain name-Gather [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total Intangible Asset | 142 | 0 |
Video Library [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total Intangible Asset | 470 | 0 |
Subscribers [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total Intangible Asset | 118 | 0 |
Website [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total Intangible Asset | $26 | $0 |
Intangibles_Details_Textual
Intangibles (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization of Intangible Assets | $417,000 | $386,000 |
Publisher Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Benefit period of intangibles | '3 years | ' |
Future amortization for 2014 | 0 | ' |
Advertiser Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Benefit period of intangibles | '3 years | ' |
Future amortization for 2014 | 0 | ' |
Subscribers [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Benefit period of intangibles | '7 years | ' |
Future amortization for 2014 | 25,000 | ' |
Future amortization for 2015 | 25,000 | ' |
Future amortization for 2016 | 21,000 | ' |
Future amortization for 2017 to 2019 | 17,000 | ' |
Future amortization for 2020 | 8,000 | ' |
Website [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Benefit period of intangibles | '3 years | ' |
Future amortization for 2014 | 25,000 | ' |
Future amortization for 2015 | 25,000 | ' |
Future amortization for 2016 | 21,000 | ' |
Future amortization for 2017 to 2019 | 17,000 | ' |
Future amortization for 2020 | 8,000 | ' |
Advertiser relationships-Healthguru [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Benefit period of intangibles | '10 years | ' |
Domain name-Gather [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Benefit period of intangibles | '18 months | ' |
Future amortization for 2014 | 81,000 | ' |
Future amortization for 2015 | 54,000 | ' |
Video Library [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Benefit period of intangibles | '10 years | ' |
Future amortization for 2014 to 2022 | 119,000 | ' |
Future amortization for 2023 | $109,000 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 03, 2013 |
Leases | Health Guru Media [Member] | Employment Agreement [Member] | Employment Agreement [Member] | Employment Agreement [Member] | Employment Agreement [Member] | ||
Chief Executive Officer [Member] | Chief Operating Officer [Member] | Chief Financial Officer (Not Interim) [Member] | President [Member] | ||||
Commitments and Contingencies (Textual) | ' | ' | ' | ' | ' | ' | ' |
Annual salary to be paid in exchange for services | ' | ' | ' | $350 | $225 | $160 | $300 |
Agreement period | ' | ' | ' | '4 years | ' | ' | ' |
Stock options, granted | ' | ' | ' | 2,400,000 | 500,000 | 500,000 | 2,500,000 |
Stock option exercise price | ' | ' | ' | ' | ' | ' | $0.26 |
Annual performance bonus | ' | ' | ' | ' | ' | 40 | 125 |
Percentage of annual performance bonus | ' | ' | ' | 50.00% | 50.00% | ' | 50.00% |
Employment agreement term | ' | ' | ' | ' | ' | ' | 3-Dec-17 |
Additional bonus description | ' | ' | ' | ' | ' | ' | 'additional bonus payment of $125 payable on July 1, 2014 |
Number of leases | 2 | ' | ' | ' | ' | ' | ' |
Rent expense | 247 | 211 | ' | ' | ' | ' | ' |
Lease expiration date | 30-Sep-14 | ' | 30-Sep-15 | ' | ' | ' | ' |
Agreement termination fee | $50 | ' | ' | ' | ' | ' | ' |
Short_Term_Debt_Details
Short Term Debt (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 01, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 10, 2011 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 10, 2011 | Jun. 10, 2011 |
Health Guru Media [Member] | Health Guru Media [Member] | Health Guru Media [Member] | Health Guru Media [Member] | Health Guru Media [Member] | ||||
First Tranche [Member] | Second Tranche [Member] | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument term | '3 years | ' | ' | ' | '1 year | ' | ' | ' |
Line of credit facility | $5,000 | ' | ' | ' | ' | ' | ' | ' |
Increase line of credit facility | 10,000 | ' | ' | ' | ' | ' | ' | ' |
Borrowing capital description | 'The Borrowing Base is equal to 85% of eligible accounts receivable plus the lesser of 75% of eligible unbilled accounts receivable or $500 less reserves established by Lender from time to time less $500. Kitara Media shall maintain at all times minimum excess availability of not less than $500. The credit line terminates on November 1, 2016, at which time all amounts outstanding must be paid. | ' | ' | ' | 'Health Guru Media presents invoices to the Bank who then advances it up to 60% of eligible invoices and may remain outstanding for up to 120 days of the invoice date or 60 days past due. | ' | ' | ' |
Short term debt, amount | 2,500 | 3,304 | 0 | 3,000 | ' | ' | 2,000 | 1,000 |
Interest rate of credit facility | 4.25% | ' | ' | ' | ' | 13.00% | ' | ' |
Interest charge | 10 | ' | ' | ' | ' | ' | ' | ' |
Minimum maintain creditt facility | 1,000 | ' | ' | ' | ' | ' | ' | ' |
Short term debt outstanding | ' | ' | ' | 500 | ' | 1,383 | ' | ' |
Capital expenditures | 100 | ' | ' | ' | ' | ' | ' | ' |
Due date of notes payable | 30-Apr-15 | 1-Jan-23 | ' | ' | ' | ' | 1-Oct-14 | 1-Dec-14 |
Capitalized software development costs | 1,000 | ' | ' | ' | ' | ' | ' | ' |
Financing Receivable, Net | ' | ' | ' | ' | ' | $1,080 | ' | ' |
Debt Instrument, Interest Rate Terms | ' | ' | ' | ' | 'All debits in the account shall bear interest daily at a rate equal to 1.75% above prime rate as published in the Wall Street Journal. | 'Interest is payable monthly at an annual interest rate which is a sum of the prime rate, as published by The Wall Street Journal, plus 9.75% per annum (the "Combined Interest Rate"). | ' | ' |
Bank Charge Commission Rate | ' | ' | ' | ' | 35.00% | ' | ' | ' |
Litigation_Details
Litigation (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Litigation [Abstract] | ' |
Junior secured promissory note, Original principal amount | $28,700 |
Shareholders_Equity_Details
Shareholders' Equity (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 21, 2013 | Dec. 31, 2013 | Dec. 03, 2013 | Jul. 31, 2013 | Dec. 03, 2013 |
Kitara Signing Holders [Member] | Kitara Signing Holders [Member] | HG Merger Agreement [Member] | Private placement [Member] | Private placement [Member] | ||||
HG Merger Agreement [Member] | ||||||||
Stockholders' Equity (Textual) | ' | ' | ' | ' | ' | ' | ' | ' |
Shares outstanding subsequent to merger | ' | 83,156,969 | 20,000,000 | ' | ' | ' | ' | ' |
Private offering price | ' | $0.50 | ' | ' | ' | ' | ' | $0.50 |
Shares issued to related party | ' | ' | ' | ' | 20,000,000 | ' | ' | ' |
Share issued to acquire NYPG | 10,000,000 | ' | ' | ' | ' | 18,000,000 | ' | ' |
Shares issued in private equity raise | ' | ' | ' | ' | ' | ' | 4,000,000 | 4,000,000 |
Shares issued in private equity raise amount received | ' | ' | ' | ' | ' | ' | ' | $2,000 |
Number of shares repurchased | 381,950 | ' | ' | ' | ' | ' | ' | ' |
Number of shares cancelled | 25,813,075 | ' | ' | ' | ' | ' | ' | ' |
Closing working capital adjustment | ' | ' | ' | ' | 2,500 | ' | ' | ' |
Amount of working capital adjustment | ' | 1,074 | 0 | ' | 904 | ' | ' | ' |
Aggregate purchase price | ' | 2,000 | 0 | ' | 2,000,000 | ' | ' | ' |
Common stock issued to settled two liabilities | ' | ' | ' | 2,145,294 | ' | ' | ' | ' |
Aggregate Service | ' | ' | ' | ' | $170 | ' | ' | ' |
Issuance_of_Stock_Options_Deta
Issuance of Stock Options (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
Dec. 03, 2013 | Oct. 23, 2013 | Sep. 02, 2013 | Aug. 01, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of employee and non-employee stock options outstanding | ' | ' | ' | ' | ' | ' |
Stock Options Outstanding, Ending Balance | ' | ' | ' | ' | 9,000,000 | ' |
Weighted average grant date fair value of options granted | ' | ' | ' | ' | ' | ' |
Stock Options [Member] | ' | ' | ' | ' | ' | ' |
Summary of employee and non-employee stock options outstanding | ' | ' | ' | ' | ' | ' |
Stock Options Outstanding, Beginning Balance | ' | ' | ' | ' | 150,000 | ' |
Stock options, granted | 4,025,000 | 150,000 | 200,000 | 2,075,000 | 9,350,000 | 150,000 |
Stock Options, Exercised | ' | ' | ' | ' | ' | ' |
Stock Options, Forfeited, expired or cancelled | ' | ' | ' | ' | -350,000 | ' |
Stock Options Outstanding, Ending Balance | ' | ' | ' | ' | 9,150,000 | 150,000 |
Weighted Average Exercise Price Outstanding, Beginning Balance | ' | ' | ' | ' | $0.75 | ' |
Weighted Average Exercise Price, Granted | ' | ' | ' | ' | $0.30 | $0.75 |
Weighted Average Exercise Price, Exercised | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price, Forfeited, expired or cancelled | ' | ' | ' | ' | $0.47 | ' |
Weighted-Average Exercise Price, Outstanding, Ending Balance | ' | ' | ' | ' | $0.31 | $0.75 |
Weighted Average Grant Date Fair Value, Outstanding Beginning Balance | ' | ' | ' | ' | $0.05 | ' |
Weighted average grant date fair value of options granted | ' | ' | $0.70 | $0.50 | $0.13 | $0.05 |
Weighted Average Grant Date Fair Value, Forfeited, expired or cancelled | ' | ' | ' | ' | ' | ' |
Weighted Average Grant Date Fair Value, Exercised | ' | ' | ' | ' | ' | ' |
Weighted Average Grant Date Fair Value, Outstanding Ending Balance | ' | ' | ' | ' | $0.13 | $0.05 |
Stock Options, Exercisable | ' | ' | ' | ' | ' | ' |
Exercisable, Vested | ' | ' | ' | ' | 212,500 | ' |
Exercisable, Forfeited | ' | ' | ' | ' | ' | ' |
Stock Options, Exercisable | ' | ' | ' | ' | 212,500 | ' |
Weighted Average Exercise Price, Vested | ' | ' | ' | ' | $0.24 | ' |
Weighted Average Grant Date Fair Value, Vested | ' | ' | ' | ' | $0.10 | ' |
Weighted Average Exercise Price, Exercisable | ' | ' | ' | ' | $0.24 | ' |
Weighted Average Grant Date Fair Value, Exercisable | ' | ' | ' | ' | $0.10 | ' |
Weighted Average Remaining Contractual Term,Exercisable | ' | ' | ' | ' | '4 years 6 months | ' |
Exercisable, Intrinsic Value | ' | ' | ' | ' | $245 | ' |
Weighted Average Contractual Life, Outstanding | ' | ' | ' | ' | '4 years 8 months 12 days | '0 years |
Aggregate intrinsic value, Outstanding | ' | ' | ' | ' | $10,013 | ' |
Issuance_of_Stock_Options_Deta1
Issuance of Stock Options (Details 1) (Option Grants [Member], USD $) | 0 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 03, 2013 | Sep. 01, 2013 | Aug. 01, 2013 | Jul. 01, 2013 | 7-May-12 |
Option Grants [Member] | ' | ' | ' | ' | ' |
Summary of fair value of options granted were estimated at the date of grant using the Black-Scholes model | ' | ' | ' | ' | ' |
Share Price | $0.26 | $0.70 | $0.50 | $0.20 | $0.30 |
Dividend Yield | $0 | $0 | $0 | $0 | $0 |
Expected Volatility | 54.00% | 54.00% | 54.00% | 54.00% | 59.00% |
Risk-Free interest rate | 1.40% | 1.68% | 1.49% | 1.39% | 0.37% |
Expected life (in years) | '3 years 9 months | '3 years 9 months | '3 years 9 months | '3 years 9 months | '3 years |
Issuance_of_Stock_Options_Deta2
Issuance of Stock Options (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | 7-May-12 | 7-May-12 | 7-May-12 | 7-May-12 | Dec. 03, 2013 | Oct. 23, 2013 | Sep. 02, 2013 | Aug. 01, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2013 | Jul. 31, 2013 | Dec. 03, 2013 | 14-May-12 |
Consulting agreements with Meteor Group and its chairman [Member] | Consulting agreements with Meteor Group and its chairman [Member] | Consulting agreements with Meteor Group and its chairman [Member] | Consulting agreements with Meteor Group and its chairman [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Mr. Regular Stock Option [Member] | Limor Regular Stock Option [Member] | 2012 Stock Option Plan [Member] | 2012 Stock Option Plan [Member] | |||
$0.50 per share [Member] | $0.75 per share [Member] | $1.00 per share [Member] | |||||||||||||||
Stock Option Plan (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for issuance, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | 6,000,000 |
Stock options granted by employment agreements | ' | ' | 150,000 | ' | ' | ' | 4,025,000 | 150,000 | 200,000 | 2,075,000 | 9,350,000 | 150,000 | ' | 2,400,000 | 500,000 | ' | ' |
Stock Options, Exercisable | ' | ' | ' | 50,000 | 50,000 | 50,000 | ' | ' | ' | ' | 212,500 | ' | ' | ' | ' | ' | ' |
Investment Options, Exercise Price | ' | ' | ' | $0.50 | $0.75 | $1 | $0.26 | $0.30 | $0.70 | $0.50 | ' | ' | ' | ' | ' | ' | ' |
Options, Forfeitures in Period | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | 350,000 | ' | ' | ' | ' | ' | ' |
Options contractual life | ' | ' | ' | ' | ' | ' | 'Contractual life until December 2, 2018 | 'Contractual life until October 22, 2018 | 'Contractual life until September 1, 2018. | 'Contractual life until July 31, 2018. | ' | ' | ' | ' | ' | ' | ' |
Vesting schedule | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value of options granted | ' | ' | ' | ' | ' | ' | ' | ' | $0.70 | $0.50 | $0.13 | $0.05 | ' | ' | $0.20 | ' | ' |
Stock based compensation expense | $89 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized value of options | $1,072 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining amortization period | '3 years 8 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Current | ' | ' |
Federal | ' | ' |
State | 67 | ' |
Total | 67 | ' |
Deferred | ' | ' |
Federal | ' | ' |
State | ' | ' |
Total | ' | ' |
Total Income Tax Expense | $67 | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended |
Dec. 31, 2013 | |
Income Taxes [Abstract] | ' |
Statutory federal tax rate | 34.00% |
State taxes, net of federal benefit | -39.60% |
Transaction costs | -14.00% |
Pre-merger Kitara LLC income | 33.20% |
Valuation allowance | -71.90% |
Other | 2.60% |
Total | -55.70% |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets | ' | ' |
Net operating loss carryforward | $4,558 | ' |
Accrued bonus | 182 | ' |
Bad debts | 137 | ' |
Accrued vacation | 56 | ' |
Non-qualified stock options | 36 | ' |
Gross deferred tax assets | 4,969 | ' |
Deferred tax liabilities | ' | ' |
Amortization of intangibles | -310 | ' |
Depreciation | -73 | ' |
Gross deferred tax liabilities | -383 | ' |
Valuation allowance | -4,858 | ' |
Deferred Tax Liabilities, Net | $272 | $0 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Abstract] | ' | ' |
Valuation allowance | ($4,858) | ' |
Operating loss carryforwards | 17,700 | ' |
Operating Loss Carryforwards new york state and new yorkcity | 9,900 | ' |
Taxes payable | 62 | ' |
Federal operating Loss Carryforwards | 10,100 | ' |
Amortization of deferred property taxes | $1,074 | ' |
Operating Loss Carry Forwards Expiration Date Description | 'The expected expiration dates of these net operating losses are the years 2024 through 2033. | ' |
Note_Payable_Stockholder_Detai
Note Payable, Stockholder (Details) (USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Nov. 01, 2013 | Dec. 31, 2013 |
Note Payable Stockholder [Line Items] | ' | ' |
Debt Instrument, Face Amount | $2,500 | $200 |
Debt Instrument, Interest Rate, Stated Percentage | ' | 1.00% |
Debt Instrument, Maturity Date | 30-Apr-15 | 1-Jan-23 |
Notes Payable [Member] | ' | ' |
Note Payable Stockholder [Line Items] | ' | ' |
Debt Instrument, Face Amount | ' | 302 |
Note Payable One [Member] | ' | ' |
Note Payable Stockholder [Line Items] | ' | ' |
Debt Instrument, Face Amount | ' | 100 |
Debt Instrument, Interest Rate, Stated Percentage | ' | 1.00% |
Debt Instrument, Maturity Date | ' | 1-Jan-15 |
Note Payable Two [Member] | ' | ' |
Note Payable Stockholder [Line Items] | ' | ' |
Debt Instrument, Face Amount | ' | $200 |
Debt Instrument, Interest Rate, Stated Percentage | ' | 1.00% |
Debt Instrument, Maturity Date | ' | 1-Jan-23 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Related Party Transactions Textual [Abstract] | ' | ' |
Management fees for services by Kitara Signing Holder | $250 | $399 |
Total liability of related parties | 0 | 343 |
Amount of working capital adjustment | 1,074 | 0 |
Kitara Signing Holders [Member] | ' | ' |
Related Party Transactions Textual [Abstract] | ' | ' |
Exceed In Working Capital | 2,500 | ' |
Amount of working capital adjustment | $904 | ' |
Acquisition_Details
Acquisition (Details) (New York Publishing Group Inc [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Subscribers [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible Asset Amortization Period | '7 years |
Website [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible Asset Amortization Period | '3 years |
Acquisition_Details_1
Acquisition (Details 1) (New York Publishing Group Inc [Member], USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
New York Publishing Group Inc [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Cash | $6 |
Accounts Receivable | 28 |
Property and Equipment | 2 |
Intangible Asset - Subscribers | 118 |
Intangible Assets - Website | 25 |
Goodwill | 2,118 |
Security Deposit | 3 |
Promissory Notes Payable | -300 |
Total purchase price consideration | $2,000 |
Acquisition_Details_2
Acquisition (Details 2) (Health Guru Media [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Domain Name - Gather.com [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible Asset Amortization Period | '18 months |
Advertiser Relationship [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible Asset Amortization Period | '10 years |
Video Library [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible Asset Amortization Period | '10 years |
Domain and trade name [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Intangible Asset Amortization Period | 'Indefinite |
Acquisition_Details_3
Acquisition (Details 3) (Health Guru Media [Member], USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Health Guru Media [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Cash | $754 |
Accounts Receivable | 2,926 |
Property and Equipment | 198 |
Prepaid expenses and other current assets | 286 |
Security Deposit | 56 |
Intangible Asset - Domain and Trade Name - no amortization | 680 |
Intangible Asset - Domain Name | 142 |
Intangible Asset - Advertiser Relationship | 720 |
Intangible Asset - Video Library | 470 |
Goodwill | 9,698 |
Deferred tax liability | -272 |
Accounts Payable and Accrued Expenses | -4,172 |
Contingent Consideration | -224 |
Short Term Debt | -2,662 |
Total purchase price consideration | $8,600 |
Acquisition_Details_4
Acquisition (Details 4) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Acquisition [Abstract] | ' | ' |
Revenues | $35,090 | $31,910 |
Net loss | ($5,552) | ($6,761) |
Pro forma basic and diluted net loss per common share | ($0.07) | ($0.08) |
Pro forma weighted average common shares outstanding - basic and diluted | 83,156,969 | 83,156,969 |
Acquisition_Details_Textual
Acquisition (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2013 | Dec. 31, 2013 | Jul. 01, 2013 | Dec. 03, 2013 | Dec. 31, 2013 |
New York Publishing Group Inc [Member] | New York Publishing Group Inc [Member] | New York Publishing Group Inc [Member] | Health Guru Media [Member] | Health Guru Media [Member] | |||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | $2,000 | $0 | ' | ' | ' | ' | ' |
Business acquistion shares issued | ' | ' | 10,000,000 | ' | ' | 18,000,000 | ' |
Business acquisition value of shares | ' | ' | 2,000 | ' | ' | 8,600 | ' |
Business acquisition, description | ' | ' | '(a) an aggregate of 10,000,000 shares of the Company's common stock and (b) the Closing Notes, one in the amount of $100 being due and payable on January 1, 2014 (which was subsequently extended through January 1, 2015) and one in the amount of $200 being due and payable on January 1, 2023 to replace the existing advances from stockholder of NYPG. Each of the Closing Notes accrues interest at a rate of 1% per annum, which will be due at the time the Closing Notes become due and payable. | ' | ' | ' | ' |
Goodwill | ' | ' | ' | 2,118 | ' | ' | 9,698 |
Acquired identifiable intangible assets | ' | ' | ' | ' | 143 | 2,012 | ' |
Revenue | 25,377 | 23,557 | ' | 25 | ' | ' | 807 |
Net Loss | -186 | -2,830 | ' | -74 | ' | ' | -563 |
Acquisition related cost | ' | ' | ' | ' | ' | ' | 367 |
Impairment expense | ' | ' | ' | ' | ' | ' | $550 |
Defined_Contributions_Plans_De
Defined Contributions Plans (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Contributions Plans (Textual) | ' | ' |
Recorded contribution expense | $99 | $94 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 1 Months Ended |
In Thousands, unless otherwise specified | Mar. 26, 2014 |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Promissory note | $1,000 |
Interest rate term | 'Interest accrues on the unpaid balance at an annual rate equal to LIBOR as published in the Wall Street Journal plus 1% per annum until the principal amount due under the Note has been paid in full |
Default interest rate | 13.00% |