Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 15-May-14 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Kitara Media Corp. | ' |
Entity Central Index Key | '0001350773 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 95,884,241 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash | $2,306,000 | $2,478,000 |
Accounts receivable, net of allowance for doubtful accounts of $343 and $343, respectively | 7,586,000 | 10,061,000 |
Prepaid expenses and other current assets | 381,000 | 268,000 |
TOTAL CURRENT ASSETS | 10,273,000 | 12,807,000 |
Property and equipment, net | 1,086,000 | 910,000 |
Restricted cash | 195,000 | 183,000 |
Deferred financing costs | 68,000 | 74,000 |
Intangible assets | 2,070,000 | 2,126,000 |
Goodwill | 11,816,000 | 11,816,000 |
TOTAL ASSETS | 25,508,000 | 27,916,000 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued liabilities | 4,418,000 | 4,629,000 |
Accrued compensation | 960,000 | 1,180,000 |
Short term debt | 2,871,000 | 3,304,000 |
Note payable stockholder, current | 1,101,000 | 0 |
TOTAL CURRENT LIABILITIES | 9,350,000 | 9,113,000 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
Deferred rent | 5,000 | 9,000 |
Deferred tax liability | 272,000 | 272,000 |
Other liabilities | 224,000 | 224,000 |
Note payable stockholder, non-current | 201,000 | 302,000 |
TOTAL LIABILITIES | 10,052,000 | 9,920,000 |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred Stock, $0.0001 par value, authorized 1,000,000 shares, none issued | 0 | 0 |
Common stock, $0.0001 par value, authorized 300,000,000 shares, issued and outstanding 83,156,969 and 83,156,969, at March 31, 2014 and December 31, 2013, respectively | 8,000 | 8,000 |
Additional paid-in capital | 17,891,000 | 17,820,000 |
Retained (Accumulated deficit) earnings | -2,443,000 | 168,000 |
TOTAL STOCKHOLDERS' EQUITY | 15,456,000 | 17,996,000 |
TOTAL STOCKHOLDERS' EQUITY | $25,508,000 | $27,916,000 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Balance Sheets [Abstract] | ' | ' |
Allowance for doubtful accounts receivable | $343 | $343 |
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 | ' | ' |
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 | 83,156,969 |
Common stock, shares outstanding | 83,156,969 | 83,156,969 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Statements of Operations [Abstract] | ' | ' |
Revenue | $6,944,000 | $4,908,000 |
Cost of revenue | 5,664,000 | 3,598,000 |
Gross Profit | 1,280,000 | 1,310,000 |
Operating expenses | ' | ' |
Employee expenses | 2,237,000 | 1,015,000 |
Related party expenses | 0 | 85,000 |
Other operating expenses | 1,456,000 | 195,000 |
Depreciation and amortization | 110,000 | 156,000 |
Total operating expenses | 3,803,000 | 1,451,000 |
Operating loss | -2,523,000 | -141,000 |
Interest Expense | -87,000 | 0 |
Loss before income taxes | -2,610,000 | -141,000 |
Income taxes | 1,000 | 0 |
Net Loss | ($2,611,000) | ($141,000) |
Net Loss per Common Share - Basic and Diluted | ($0.03) | ($0.01) |
Weighted-Average Number of shares outstanding - Basic and Diluted | 83,156,969 | 20,000,000 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net (loss) | ($2,611,000) | ($141,000) |
Adjustments to reconcile net (loss) to net cash used in operating activities | ' | ' |
Depreciation and amortization | 110,000 | 156,000 |
Stock-based compensation | 71,000 | 0 |
Deferred rent amortization | -4,000 | 0 |
Financing costs amortization | 6,000 | 0 |
Provisions for bad debt | 0 | -60,000 |
Changes in Assets and Liabilities | ' | ' |
Accounts receivable, net | 2,475,000 | 3,192,000 |
Prepaid expenses | -113,000 | 10,000 |
Restricted cash | -12,000 | -3,000 |
Accounts payable and accrued liabilities | -211,000 | -581,000 |
Accrued compensation | -220,000 | -17,000 |
Net cash (used in)/provided by operating activities | -509,000 | 2,556,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Purchase of fixed assets | -230,000 | -113,000 |
Net cash (used in) investing activities | -230,000 | -113,000 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Capital (distributions to) contributions from members | 0 | -1,906,000 |
Repayments of loan | -366,000 | 0 |
Repayments under lines of credit | -7,343,000 | 0 |
Borrowings under lines of credit | 7,276,000 | 0 |
Proceeds from note payable - shareholder | 1,000,000 | 0 |
Changes in cash overdraft from financial institution, net | 0 | -537,000 |
Net cash provided by/(used in) financing activities | 567,000 | -2,443,000 |
Net decrease in cash | -172,000 | 0 |
Cash at beginning of period | 2,478,000 | 0 |
Cash at end of period | 2,306,000 | 0 |
Supplemental disclosure to cash flow information: | ' | ' |
Cash paid for Interest | 87,000 | 0 |
Cash paid for Taxes | $1,000 | $0 |
Organization_and_Description_o
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2014 | |
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. | |
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 and is now due and payable on January 1, 2015, and one in the amount of $200 being due and payable on January 1, 2023 to replace the existing advances from the NYPG Signing Holder to 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 terms of the K/N Merger Agreement provided for an adjustment to the merger consideration between the Company and Kitara Media 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). Also on July 1, 2013, as a condition to closing the K/N Merger Agreement, (1) 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 and (2) 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 condensed consolidated balance sheets, statements of operations, and statements of cash flows of Kitara Media have been retroactively updated to reflect the recapitalization. | |
The historical condensed 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 | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying unaudited interim condensed 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 unaudited interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s Condensed Consolidated Balance Sheets, Statements of Operations, and Cash Flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonal and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. Accordingly, these unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2014. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The unaudited interim condensed 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 unaudited interim condensed consolidated financial statements. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The Company’s unaudited interim condensed 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 condensed 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. | |||||||||||||||||
Concentration of Credit Risk and Significant Customers | |||||||||||||||||
The Company’s largest customers accounted for approximately 39.6% (2 customers accounted for 25.1%, and 14.5% of this amount) and 47.3% (3 customers accounted for 23.4%, 12.8%, and 11.1% of this amount) of the Company’s revenues for the three months ended March 31, 2014 and 2013, respectively, and approximately 29.5% (2 customers accounted for 24.0% and 5.5% of this amount) and 44.0% (3 customers accounted for 26.3%, 9.2%, and 8.5% of this amount) of the related accounts receivable as of March 31, 2014 and 2013, respectively. The Company’s largest vendors accounted for approximately 70.5% (3 vendors) and 43.6% (3 vendors) of the Company’s cost of revenues for the three months ended March 31, 2014 and 2013 respectively, and approximately 37.2% and 37.9% of the related accounts payable as of March 31, 2014 and 2013, respectively. In addition, the Company had one additional vendor account for 13.0% of accounts payable as of March 31, 2014. | |||||||||||||||||
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. | |||||||||||||||||
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 March 31, 2014 and December 31, 2013, 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 asset’s 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. | |||||||||||||||||
Condensed 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-Mar-14 | $ | 224 | $ | - | $ | - | $ | 224 | |||||||||
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: | |||||||||||||||||
For the Three Months Ended March 31, 2014 | |||||||||||||||||
Beginning balance at January 1, 2014 | $ | 224 | |||||||||||||||
Change in fair value of contingent consideration | - | ||||||||||||||||
Ending balance at March 31, 2014 | $ | 224 | |||||||||||||||
The contingent obligation to Skyword at March 31, 2014, recorded in connection with Health Guru Media’s purchase of Gather.com in September 2012, is 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 completed 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 | |||||||||||||||||
In its interim financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of the valuation allowance recorded on net operating loss carryforwards and permanent differences between book and tax reporting. | |||||||||||||||||
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 statement, 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 unaudited interim condensed 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. | |||||||||||||||||
Net earnings per share | |||||||||||||||||
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method). The computation of basic loss per share for the three months ended March 31, 2014 and 2013 excludes potentially dilutive securities. At March 31, 2014 and 2013, the Company excluded potentially dilutive securities (consisting solely of stock options) of 8,852,500 and 150,000, respectively, because their inclusion would be antidilutive. | |||||||||||||||||
Subsequent Events | |||||||||||||||||
The Company has evaluated events that occurred subsequent to March 31, 2014 through the date these financial statements were issued. Management has concluded that no additional subsequent events required disclosure in these financial statements other than those identified in Note 8. |
Short_Term_Debt
Short Term Debt | 3 Months Ended |
Mar. 31, 2014 | |
Short Term Debt [Abstract] | ' |
Short Term Debt | ' |
3. 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 March 31, 2014, 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. 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 March 31, 2014, the outstanding balance was $908, and as of 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 March 31, 2014, the interest rate on this debt was 13%. As of March 31, 2014, the total balance on the notes was $1,017, and as of December 31, 2013 the outstanding balance 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 March 31, 2014 the total balance outstanding was $946, and as of December 31, 2013 the outstanding balance was $1,080. | |
On June 19, 2013, Health Guru Media, the Bank and the Lender, entered into an Intercreditor agreement that has granted the Bank and the Lender, 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 Lender. | |
On March 26, 2014, in consideration of amounts loaned to the Company, the Company issued a promissory note in favor of Ironbound, with a principal amount of $1,000. The principal balance, together with interest, was 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 the “Maturity Date”). See Note 8 regarding the conversion of the note to equity. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
4. Commitments and Contingencies | |
Legal Proceedings | |
The Company is involved in various claims, legal actions and regulatory proceedings arising from time to time in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. | |
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. | |
Operating Leases | |
The Company has two leases which expire in September 2014. Rent expense for the three months ended March 31, 2014 and 2013 was $119 and $53, 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. |
Stockbased_Compensation
Stock-based Compensation | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Stock-based Compensation [Abstract] | ' | ||||||||||||||||||||
Stock-based Compensation | ' | ||||||||||||||||||||
5. Stock-based Compensation | |||||||||||||||||||||
Stock Options | |||||||||||||||||||||
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 $71 and $0 for the three months ended March 31, 2014 and 2013, respectively, and was reflected in selling, general and administrative expenses on the accompanying unaudited interim condensed consolidated statements of operations. As of March 31, 2014, the unamortized value of options was $952. As of March 31, 2014, the unamortized portion will be expensed through 2017, and the weighted average remaining amortization period was 3.5 years. | |||||||||||||||||||||
Number of | Weighted | Weighted | Weighted | Aggregate | |||||||||||||||||
Options | Average | Average Grant | Average | Intrinsic | |||||||||||||||||
Exercise Price | Date Fair | Remaining | Value | ||||||||||||||||||
Value | Contractual | ||||||||||||||||||||
Life | |||||||||||||||||||||
Outstanding at January 1, 2014 | 9,150,000 | $ | 0.31 | $ | 0.13 | 4.7 | $ | 10,013 | |||||||||||||
Granted | - | - | - | ||||||||||||||||||
Exercised | - | - | - | ||||||||||||||||||
Forfeited, expired or canceled | (297,500 | ) | 0.4 | 0.17 | |||||||||||||||||
Outstanding at March 31, 2014 | 8,852,500 | $ | 0.3 | $ | 0.13 | 4.5 | $ | 6,175 | |||||||||||||
Exercisable at January 1, 2014 | 212,500 | $ | 0.24 | $ | 0.1 | 4.5 | $ | 245 | |||||||||||||
Vested | 368,750 | 0.25 | 0.1 | ||||||||||||||||||
Forfeited, expired or canceled | - | - | - | ||||||||||||||||||
Exercisable at March 31, 2014 | 581,250 | $ | 0.25 | $ | 0.1 | 4.4 | $ | 437 |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
6. Related Party Transactions | |
The Company has received various accounting, human resource and information technology services from the Kitara Signing Holder, a significant shareholder of the Company. For the three months ended March 31, 2014 and 2013, the Company recorded management fees for services performed by the Kitara Signing Holder on behalf of the Company of $0 and $85, respectively. |
Acquisition
Acquisition | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Acquisition [Abstract] | ' | ||||
Acquisition | ' | ||||
7. Acquisition | |||||
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 which was 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 the 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 results of operations for NYPG for the period January 1, 2014 through ended March 31, 2014, are reflected in the Company’s results for the three months ended March 31, 2014, in the accompanying condensed consolidated statements of operations. For the three months ended March 31, 2014, the revenue for NYPG was $2 and the net loss was $17. | |||||
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 Media 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 Media, with Health Guru Media surviving as a wholly owned subsidiary of the Company (the “HG Acquisition”). All of the shares of capital stock 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 results of operations for Health Guru Media for the period January 1, 2014 through March 31, 2014, are reflected in the Company’s results for the three months ended March 31, 2014, in the accompanying unaudited interim condensed consolidated statements of operations. For the three months ended March 31, 2014, the revenue for Health Guru Media was $2,334 and the net loss was $1,116. | |||||
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, 2013: | |||||
Three Months | |||||
Ended | |||||
March 31, | |||||
2013 | |||||
Revenue | $ | 7,149 | |||
Net (Loss) | $ | (1,626 | ) | ||
Net (Loss) per Common Share - Basic and Diluted | $ | (0.02 | ) | ||
Weighted-Average Number of shares outstanding - Basic and Diluted | 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 and NYPG been completed as of January 1, 2013, nor are they necessarily indicative of future consolidated results. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
8. Subsequent Events | |
On April 25, 2014, the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) providing for the sale on a private placement basis (the “Offering”) of shares of the Company’s common stock at $0.55 per share and the issuance of warrants to purchase 50% of the total number of shares purchased by the investors in the Offering. Pursuant to the Purchase Agreement, the Company sold a total of $7,000 of its shares of common stock (or an aggregate of 12,727,272 shares) in the Offering to several accredited investors (the “Investors”), including Ironbound and Robert Regular, the Company’s chief executive officer. In connection with the Offering, the Company issued warrants to purchase an aggregate of 6,363,636 shares of the Company’s common stock. The warrants are exercisable at a price of $0.825 per share and expire on April 30, 2019. | |
The Company consummated the sale of these securities on April 29, 2014. The Company received proceeds from the Offering of approximately $6.6 million, including the cancellation of a $1 million promissory note held by Ironbound that was used to make its purchase in the Offering, net of approximately $400 of commissions and expenses. The Company intends to use the proceeds from the offering for general working capital purposes. | |
In addition, pursuant to the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, the Company has agreed to register the shares sold pursuant to the Purchase Agreement, including the shares underlying the warrants sold pursuant thereto, for resale by the Investors. The Company has committed to file the registration statement by May 29, 2014 and to cause the registration statement to become effective by July 28, 2014 (or, in the event of a “full review” by the Securities and Exchange Commission, August 27, 2014). However, if the Company is notified by the Securities and Exchange Commission that the registration statement will not be reviewed or is no longer subject to further review and comments, the Company will cause the registration statement to become effective on the fifth trading day following such notice. The Registration Rights Agreement provides for liquidated damages upon the occurrence of certain events, including failure by the Company to file the registration statement or cause it to become effective by the deadlines set forth above. The amount of the liquidated damages is 1.0% of the aggregate subscription amount paid by an Investor for the shares affected by the event that are still held by the Investor upon the occurrence of the event, and monthly thereafter, up to a maximum of 10.0%. | |
At the closing of the Offering, each of Jonathan J. Ledecky, Robert Regular and Joshua Silberstein, the Company’s president, entered into a lock-up agreement (a “Lock-Up Agreement”) with the Company, pursuant to which each such person agreed not to sell or otherwise dispose of, or enter into any arrangement that transfers the economic consequences of ownership of, any shares of Company common stock until January 29, 2015, subject to certain exceptions. | |
On May 8, 2014, the Board approved to grant Ironbound an option to purchase an aggregate of 750,000 shares of the Corporation’s common stock, immediately exercisable at a price per share equal to the closing stock price on the date of grant for a period of five years together with such other terms as are set forth in the Corporation form of non-plan stock option agreement. The Board also approved the granting of options pursuant to the Corporation’s 2012 Long Term Incentive Equity Plan for various employees and a contractor in the aggregate of 670,000 shares of the Corporation’s common stock. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying unaudited interim condensed 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 unaudited interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s Condensed Consolidated Balance Sheets, Statements of Operations, and Cash Flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonal and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. Accordingly, these unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2014. | |||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The unaudited interim condensed 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 unaudited interim condensed consolidated financial statements. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The Company’s unaudited interim condensed 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 condensed 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. | |||||||||||||||||
Concentration of Credit Risk and Significant Customers | ' | ||||||||||||||||
Concentration of Credit Risk and Significant Customers | |||||||||||||||||
The Company’s largest customers accounted for approximately 39.6% (2 customers accounted for 25.1%, and 14.5% of this amount) and 47.3% (3 customers accounted for 23.4%, 12.8%, and 11.1% of this amount) of the Company’s revenues for the three months ended March 31, 2014 and 2013, respectively, and approximately 29.5% (2 customers accounted for 24.0% and 5.5% of this amount) and 44.0% (3 customers accounted for 26.3%, 9.2%, and 8.5% of this amount) of the related accounts receivable as of March 31, 2014 and 2013, respectively. The Company’s largest vendors accounted for approximately 70.5% (3 vendors) and 43.6% (3 vendors) of the Company’s cost of revenues for the three months ended March 31, 2014 and 2013 respectively, and approximately 37.2% and 37.9% of the related accounts payable as of March 31, 2014 and 2013, respectively. In addition, the Company had one additional vendor account for 13.0% of accounts payable as of March 31, 2014. | |||||||||||||||||
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. | |||||||||||||||||
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 March 31, 2014 and December 31, 2013, 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 asset’s 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. | |||||||||||||||||
Condensed 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-Mar-14 | $ | 224 | $ | - | $ | - | $ | 224 | |||||||||
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: | |||||||||||||||||
For the Three Months Ended March 31, 2014 | |||||||||||||||||
Beginning balance at January 1, 2014 | $ | 224 | |||||||||||||||
Change in fair value of contingent consideration | - | ||||||||||||||||
Ending balance at March 31, 2014 | $ | 224 | |||||||||||||||
The contingent obligation to Skyword at March 31, 2014, recorded in connection with Health Guru Media’s purchase of Gather.com in September 2012, is 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 completed 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 | |||||||||||||||||
In its interim financial statements, the Company follows the guidance in ASC 270, “Interim Reporting” and ASC 740 “Income Taxes”, whereby the Company utilizes the expected annual effective tax rate in determining its income tax provisions for the interim periods. That rate differs from U.S. statutory rates primarily as a result of the valuation allowance recorded on net operating loss carryforwards and permanent differences between book and tax reporting. | |||||||||||||||||
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 statement, 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 unaudited interim condensed 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. | |||||||||||||||||
Net earnings per share | ' | ||||||||||||||||
Net earnings per share | |||||||||||||||||
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method). The computation of basic loss per share for the three months ended March 31, 2014 and 2013 excludes potentially dilutive securities. At March 31, 2014 and 2013, the Company excluded potentially dilutive securities (consisting solely of stock options) of 8,852,500 and 150,000, respectively, because their inclusion would be antidilutive. | |||||||||||||||||
Subsequent Events | ' | ||||||||||||||||
Subsequent Events | |||||||||||||||||
The Company has evaluated events that occurred subsequent to March 31, 2014 through the date these financial statements were issued. Management has concluded that no additional subsequent events required disclosure in these financial statements other than those identified in Note 8. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
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 | ' | ||||||||||||||||
Condensed 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-Mar-14 | $ | 224 | $ | - | $ | - | $ | 224 | |||||||||
31-Dec-13 | $ | 224 | $ | - | $ | - | $ | 224 | |||||||||
Fair value of the Company Level Three financial liabilities | ' | ||||||||||||||||
For the Three Months Ended March 31, 2014 | |||||||||||||||||
Beginning balance at January 1, 2014 | $ | 224 | |||||||||||||||
Change in fair value of contingent consideration | - | ||||||||||||||||
Ending balance at March 31, 2014 | $ | 224 | |||||||||||||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Stock-based Compensation [Abstract] | ' | ||||||||||||||||||||
Summary of employee stock options activity | ' | ||||||||||||||||||||
Number of | Weighted | Weighted | Weighted | Aggregate | |||||||||||||||||
Options | Average | Average Grant | Average | Intrinsic | |||||||||||||||||
Exercise Price | Date Fair | Remaining | Value | ||||||||||||||||||
Value | Contractual | ||||||||||||||||||||
Life | |||||||||||||||||||||
Outstanding at January 1, 2014 | 9,150,000 | $ | 0.31 | $ | 0.13 | 4.7 | $ | 10,013 | |||||||||||||
Granted | - | - | - | ||||||||||||||||||
Exercised | - | - | - | ||||||||||||||||||
Forfeited, expired or canceled | (297,500 | ) | 0.4 | 0.17 | |||||||||||||||||
Outstanding at March 31, 2014 | 8,852,500 | $ | 0.3 | $ | 0.13 | 4.5 | $ | 6,175 | |||||||||||||
Exercisable at January 1, 2014 | 212,500 | $ | 0.24 | $ | 0.1 | 4.5 | $ | 245 | |||||||||||||
Vested | 368,750 | 0.25 | 0.1 | ||||||||||||||||||
Forfeited, expired or canceled | - | - | - | ||||||||||||||||||
Exercisable at March 31, 2014 | 581,250 | $ | 0.25 | $ | 0.1 | 4.4 | $ | 437 | |||||||||||||
Acquisition_Tables
Acquisition (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ||||
Shedule of unaudited pro forma consolidated results of operations | ' | ||||
Three Months | |||||
Ended | |||||
March 31, | |||||
2013 | |||||
Revenue | $ | 7,149 | |||
Net (Loss) | $ | (1,626 | ) | ||
Net (Loss) per Common Share - Basic and Diluted | $ | (0.02 | ) | ||
Weighted-Average Number of shares outstanding - Basic and Diluted | 83,156,969 | ||||
Organization_and_Description_o1
Organization and Description of Business (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 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 | Mar. 31, 2013 | Dec. 31, 2013 | 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, which was subsequently refinanced and is now due and payable on January 1, 2015, and one in the amount of $200 being due and payable on January 1, 2023 to replace the existing advances from the NYPG Signing Holder to NYPG. | ' | ' | ' | ' |
Number of promissory note | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Due date of notes payable | 30-Apr-15 | ' | ' | ' | ' | ' | ' | 1-Jan-15 | 1-Jan-23 | ' |
Amount of working capital adjustment | ' | ' | ' | $1,074 | ' | $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, (1) 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 | ' | ' | 2,000 | ' | ' | ' | ' |
Aggregate purchase price, Per share | ' | ' | ' | ' | ' | ' | $0.50 | ' | ' | ' |
Conversion of outstanding promissory notes held by Ironbound | ' | ' | ' | $300 | ' | $300 | ' | ' | ' | ' |
Number of repurchased common stock from shareholder | ' | 381,950 | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate number of shares sold of common stock | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' |
Shares issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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) | 3 Months Ended |
Mar. 31, 2014 | |
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 $) | Mar. 31, 2014 | 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 | $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 | $224 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 2) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Beginning balance | $224 |
Acquisition of contingent consideration associated with the Health Guru Media merger | ' |
Ending balance | $224 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Customer [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Payable [Member] | Accounts Payable [Member] | Accounts Payable [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | |||
Customer One [Member] | Customer | Customer | Customer One [Member] | Customer One [Member] | Customer Two [Member] | Customer Two [Member] | Customer Three [Member] | Vendor [Member] | Vendor [Member] | Vendor One [Member] | Customer | Customer | Customer One [Member] | Customer Two [Member] | Customer Two [Member] | Customer Three [Member] | Vendor [Member] | Vendor [Member] | |||
Customer | Customer | ||||||||||||||||||||
Summary of Significant Accounting Policies (Textual) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration of credit risk percentage | ' | ' | 23.40% | 29.50% | 44.00% | 24.00% | 26.30% | 5.50% | 9.20% | 8.50% | 37.20% | 37.90% | 13.00% | 39.60% | 47.30% | 25.10% | 14.50% | 12.80% | 11.10% | 70.50% | 43.60% |
Number of customers | ' | ' | ' | 2 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 3 | ' | ' | ' | ' | 3 | 3 |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short_Term_Debt_Details
Short Term Debt (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Nov. 01, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 10, 2011 | Jun. 30, 2013 | Mar. 31, 2014 | 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] | 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 | ' | 2,871 | 3,304 | 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 | ' | 908 | 841 | 500 | ' | 1,017 | 1,383 | ' | ' |
Capital expenditures | 100 | ' | ' | ' | ' | ' | ' | ' | ' |
Due date of notes payable | 30-Apr-15 | ' | ' | ' | ' | ' | ' | 1-Oct-14 | 1-Dec-14 |
Capitalized software development costs | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Financing Receivable, Net | ' | ' | ' | ' | ' | 946 | 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 | ' | ' | ' | ' | 0.35% | ' | ' | ' | ' |
Debt Instrument, Face Amount | 2,500 | ' | 200 | ' | ' | ' | ' | ' | ' |
Debt Instrument gross proceeds | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Leases | |||
Commitments and Contingencies (Textual) | ' | ' | ' |
Number of leases | 2 | ' | ' |
Rent expense | $119 | $53 | ' |
Lease expiration date | 30-Sep-14 | ' | ' |
Agreement termination fee | 50 | ' | ' |
Junior secured promissory note, Original principal amount | ' | ' | $28,700 |
Health Guru Media [Member] | ' | ' | ' |
Commitments and Contingencies (Textual) | ' | ' | ' |
Lease expiration date | 30-Sep-15 | ' | ' |
Stockbased_Compensation_Detail
Stock-based Compensation (Details) (Stock Options [Member], USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 |
Stock Options [Member] | ' |
Summary of employee and non-employee stock options outstanding | ' |
Stock Options Outstanding, Beginning Balance | 9,150,000 |
Stock options, granted | ' |
Stock Options, Exercised | ' |
Stock Options, Forfeited, expired or cancelled | -297,500 |
Stock Options Outstanding, Ending Balance | 8,852,500 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $0.31 |
Weighted Average Exercise Price, Granted | ' |
Weighted Average Exercise Price, Exercised | ' |
Weighted Average Exercise Price, Forfeited, expired or cancelled | $0.40 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $0.30 |
Weighted Average Grant Date Fair Value, Outstanding Beginning Balance | $0.13 |
Weighted average grant date fair value of options granted | ' |
Weighted Average Grant Date Fair Value, Exercised | ' |
Weighted Average Grant Date Fair Value, Forfeited, expired or canceled | $0.17 |
Weighted Average Grant Date Fair Value, Outstanding Ending Balance | $0.13 |
Weighted Average Contractual Life, Outstanding Beginning | '4 years 8 months 12 days |
Weighted Average Contractual Life, Outstanding Ending | '4 years 6 months |
Aggregate intrinsic value, Beginning Balance | $10,013 |
Aggregate intrinsic value, Ending Balance | 6,175 |
Stock Options, Exercisable | 212,500 |
Exercisable, Vested | 368,750 |
Forfeited, expired or canceled | ' |
Stock Options, Exercisable | 581,250 |
Weighted Average Exercise Price, Beginning | $0.24 |
Weighted Average Exercise Price, Vested | $0.25 |
Weighted Average Excercise Price Forfeited, expired or canceled | ' |
Weighted Average Exercise Price, Ending | $0.25 |
Weighted Average Grant Date Fair Value, Exercisable, Beginning | $0.10 |
Weighted Average Grant Date Fair Value, Vested | $0.10 |
Weighted Average Grant Date Fair Value Forfeited, expired or canceled | ' |
Weighted Average Grant Date Fair Value, Exercisable, Ending | $0.10 |
Weighted Average Remaining Contractual Term,Opening | '4 years 6 months |
Weighted Average Remaining Contractual Term,Ending | '4 years 4 months 24 days |
Exercisable, Intrinsic Value, Beginning Balance | 245 |
Exercisable, Intrinsic Value, Ending Balance | $437 |
Stockbased_Compensation_Detail1
Stock-based Compensation (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Stock Option Plan (Textual) | ' | ' |
Stock based compensation expense | $71,000 | $0 |
Unamortized value of options | $952,000 | ' |
Weighted average remaining amortization period | '3 years 6 months | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Related Party Transactions Textual [Abstract] | ' | ' |
Related party expenses | $0 | $85,000 |
Acquisition_Details
Acquisition (Details) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 |
Acquisition [Abstract] | ' |
Revenues | $7,149 |
Net (Loss) | ($1,626) |
Net (Loss) per Common Share - Basic and Diluted | ($0.02) |
Weighted-Average Number of shares outstanding - Basic and Diluted | 83,156,969 |
Acquisition_Details_Textual
Acquisition (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Jul. 31, 2013 | Mar. 31, 2014 | Dec. 03, 2013 | Mar. 31, 2014 |
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 | ' | ' | ' | ' |
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 which was 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 the 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. | ' | ' | ' |
Revenue | 6,944 | 4,908 | ' | 2 | ' | 2,334 |
Net Loss | ($2,611) | ($141) | ' | $17 | ' | $1,116 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | |
8-May-14 | Apr. 25, 2014 | Apr. 29, 2014 | Mar. 31, 2014 | |
Stock Options [Member] | ' | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Stock options, granted | ' | ' | ' | ' |
Subsequent Event [Member] | ' | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Promissory note | ' | ' | $1,000,000 | ' |
Sale of stock, amount received | ' | 7,000,000 | ' | ' |
Default interest rate | ' | 50.00% | ' | ' |
Common stock issued, Shares | ' | 12,727,272 | ' | ' |
Warrants to purchase of common stock | ' | 6,363,636 | ' | ' |
Warrant exercise price, per share | ' | 0.825 | ' | ' |
Warrants expiration date | ' | 30-Apr-19 | ' | ' |
Proceeds from offering, net | ' | ' | 6,600,000 | ' |
Share Price | ' | $0.55 | ' | ' |
Commissions and expenses | ' | ' | $400,000 | ' |
Subsequent event, description | ' | ' | ' | 'The amount of the liquidated damages is 1.0% of the aggregate subscription amount paid by an Investor for the shares affected by the event that are still held by the Investor upon the occurrence of the event, and monthly thereafter, up to a maximum of 10.0%. |
Stock options, granted | 750,000 | ' | ' | ' |
Subsequent Event [Member] | Stock Options [Member] | ' | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Stock options, granted | 670,000 | ' | ' | ' |