Propel Media (PROM) 10-K 30 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Mar. 30, 2017	Jun. 30, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	Propel Media, Inc.
Entity Central Index Key	1,622,822
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 985,566
Entity Common Stock, Shares Outstanding		250,010,162

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current assets
Cash	$ 2,823,000	$ 1,629,000
Accounts receivable, net	6,595,000	7,559,000
Prepaid expenses and other current assets	564,000	614,000
Total current assets	9,982,000	9,802,000
Property and equipment, net	1,594,000	2,525,000
Restricted cash		94,000
Intangible assets	20,000	188,000
Goodwill	2,869,000	2,869,000
Deferred tax assets, net	31,691,000	34,074,000
Other assets	89,000	56,000
Total assets	46,245,000	49,608,000
Current liabilities
Accounts payable	1,861,000	4,288,000
Accrued expenses	3,914,000	2,485,000
Advertiser deposits	1,832,000	2,146,000
Current portion of long-term debt	6,089,000	5,997,000
Revolving credit facility		1,762,000
Total current liabilities	13,696,000	16,678,000
Long-term debt, less current portion, net	65,999,000	68,858,000
Obligations to transferors, net	14,569,000	13,923,000
Note payable stockholder, non-current, net		106,000
Other non-current liabilities	142,000	425,000
Total liabilities	94,406,000	99,990,000
Stockholders' Deficit
Preferred Stock, $0.0001 par value, authorized 1,000,000 shares, no shares issued or outstanding
Common Stock, $0.0001 par value, authorized 500,000,000 shares, issued and outstanding 250,010,162 at December 31, 2016 and 2015	25,000	25,000
Additional paid-in capital	2,757,000	1,117,000
Accumulated deficit	(50,943,000)	(51,524,000)
Total stockholders' deficit	(48,161,000)	(50,382,000)
Total liabilities and stockholders' deficit	$ 46,245,000	$ 49,608,000

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred Stock, shares issued
Preferred Stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	250,010,162	250,010,162
Common stock, shares outstanding	250,010,162	250,010,162

Consolidated Statements of Inco

Consolidated Statements of Income - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
Revenues	$ 61,226,000	$ 78,780,000
Cost of revenues	21,710,000	34,123,000
Gross profit	39,516,000	44,657,000
Operating expenses:
Salaries, commissions, benefits and related expenses	14,123,000	14,883,000
Technology, development and maintenance	3,488,000	3,992,000
Sales and marketing	118,000	102,000
General and administrative	1,641,000	3,070,000
Professional services	1,154,000	1,760,000
Depreciation and amortization	2,142,000	1,937,000
Impairment of software and intangible assets	183,000	301,000
Operating expenses	22,849,000	26,045,000
Operating income	16,667,000	18,612,000
Other income (expense):
Interest expense, net	(12,311,000)	(13,491,000)
Gain from extinguishment of debt	106,000
Other income	16,000
Total other expense	(12,189,000)	(13,491,000)
Income before income tax (expense) benefit	4,478,000	5,121,000
Income tax (expense) benefit	(3,897,000)	30,590,000
Net income	$ 581,000	$ 35,711,000
Net income per common share, basic and diluted	$ 0	$ 0.15
Weighted average number of common shares outstanding, basic and diluted	250,010,162	242,917,355
Pro-forma computation related to conversion to a C corporation upon completion of the reverse merger with Kitara Media Corp.:
Historical pre-tax net income before income taxes		$ 5,121,000
Pro-forma income tax expense		(1,993,000)
Pro-forma net income		$ 3,128,000
Unaudited pro-forma net income per common share - basic and diluted		$ 0.01
Weighted average number of shares outstanding - basic and diluted	250,010,162	242,917,355

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Deficit - USD ($)	Total	Common stock	Additional Paid - In Capital	Accumulated Deficit
Balance at Dec. 31, 2014	$ 2,714,000	$ 15,000		$ 2,699,000
Balance (in shares) at Dec. 31, 2014		154,125,921
Distribution to shareholders - prior to reverse merger	(1,024,000)		$ (1,024,000)
Reverse Merger with Kitara Media Corp.	8,000,000	$ 10,000	7,990,000
Reverse Merger with Kitara Media Corp, Shares		95,884,241
Distribution to shareholders in cash - exchange agreement	(80,000,000)		(80,000,000)
Distribution to shareholders - working capital adjustment	(3,337,000)		(3,337,000)
Distribution obligation to Transferors	(12,696,000)		(12,696,000)
Distribution to shareholders - transaction fee reimbursements	(867,000)		(867,000)
Reclassification of deficit in additional paid-in capital to accumulated deficit			89,934,000	(89,934,000)
Stock based compensation - amortization of stock options	1,117,000		1,117,000
Net income	35,711,000			35,711,000
Balance at Dec. 31, 2015	(50,382,000)	$ 25,000	1,117,000	(51,524,000)
Balance (in shares) at Dec. 31, 2015		250,010,162
Distribution to shareholders - transaction fee reimbursements
Stock based compensation - amortization of stock options	1,640,000		1,640,000
Net income	581,000			581,000
Balance at Dec. 31, 2016	$ (48,161,000)	$ 25,000	$ 2,757,000	$ (50,943,000)
Balance (in shares) at Dec. 31, 2016		250,010,162

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash Flows From Operating Activities
Net income	$ 581,000	$ 35,711,000
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense	159,000	483,000
Stock-based compensation	1,640,000	1,117,000
Depreciation and amortization	2,142,000	1,937,000
Gain on sale of Health Guru	(51,000)
Gain from extinguishment of debt	(106,000)
Accretion of debt premium	3,227,000	3,117,000
Amortization of debt discount	762,000	767,000
Amortization of debt issuance costs	243,000	244,000
Amortization of discount due to Transferors	645,000	1,227,000
Impairment of intangible assets and software	183,000	301,000
Deferred income taxes	2,383,000	(31,231,000)
Changes in assets and liabilities:
Accounts receivable	830,000	4,986,000
Prepaid expenses and other current assets	51,000	(250,000)
Other assets	(33,000)	172,000
Accounts payable	(2,382,000)	(3,029,000)
Accrued expenses	1,429,000	(2,788,000)
Advertiser deposits	(315,000)	(493,000)
Other non-current liabilities	(283,000)	(39,000)
Net cash provided by operating activities	11,105,000	12,232,000
Cash Flows From Investing Activities
Restricted cash	95,000	(94,000)
Purchase of property and equipment	(1,244,000)	(1,165,000)
Cash acquired in connection with the reverse merger with Kitara Media Corp.		1,901,000
Net cash (used in) provided by investing activities	(1,149,000)	642,000
Cash Flows From Financing Activities
Proceeds from long-term debt		78,120,000
Repayment of long-term debt	(7,000,000)	(6,469,000)
Repayment of Kitara Media Corp. line of credit		(1,539,000)
Repayment under line of credit	(71,212,000)	(77,044,000)
Borrowing under line of credit	69,450,000	78,806,000
Debt issuance costs		(916,000)
Distribution to Transferors - before reverse merger with Kitara Media Corp.		(1,674,000)
Distribution to Transferors - exchange		(80,000,000)
Distribution - working capital adjustment		(3,337,000)
Distribution to Transferors - transaction fee reimbursement		(867,000)
Net cash used in financing activities	(8,762,000)	(14,920,000)
Net increase (decrease) in cash	1,194,000	(2,046,000)
Cash
Beginning of period	1,629,000	3,675,000
End of period	2,823,000	1,629,000
Cash paid during the period for:
Interest	7,420,000	7,725,000
Income taxes	318,000	1,063,000
Non-cash investing and financing activities:
Deferred Fixed Cash Payments to Transferors at fair value		12,696,000
Outstanding common stock of Kitara recognized at the date of the reverse merger		8,000,000
Assets acquired and liabilities assumed:
Current assets, including cash acquired of $1,901,000		6,896,000
Property and equipment, net		1,138,000
Deferred income taxes		2,843,000
Other assets		172,000
Intangible assets		614,000
Goodwill		2,869,000
Accounts payable and accrued expenses		(4,866,000)
Advertiser deposits		(29,000)
Revolving credit facility		(1,437,000)
Note payable - stockholder - current		(102,000)
Note payable - stockholder - long-term, net		(98,000)
Total purchase price		8,000,000
Non-cash consideration		8,000,000
Non-cash consideration consisting of:
Common stock issued in connection with the reverse merger with Kitara Media Corp		$ 8,000,000

Consolidated Statements of Cas7

Consolidated Statements of Cash Flows (Parenthetical)	12 Months Ended
	Dec. 31, 2015USD ($)
Statement of Cash Flows [Abstract]
Cash acquired	$ 1,901,000

Organization and Description of

Organization and Description of Business	12 Months Ended
	Dec. 31, 2016
Organization and Description of Business [Abstract]
Organization and Description of Business	Note 1 - Organization and Description of Business Propel Media, Inc. (“Propel”), a Delaware corporation, is a diversified online advertising company. Propel generates revenues through the sale of advertising for advertisers who want to reach consumers in the United States and internationally to promote their products and services. Propel is a holding company for Propel Media LLC (“Propel Media”), a California limited liability company, and Kitara Media Corp. (“Kitara”), a Delaware corporation (Propel, Propel Media and Kitara and their respective subsidiaries, together, the “Company”). Propel delivers advertising via its real-time, bid-based, online advertising platform called Propel Media Platform. This technology platform allows advertisers to target audiences and deliver video, display and text based advertising. Propel and its Propel Media Platform provide advertisers with an effective way to serve, manage and maximize the performance of their online advertising purchasing. Propel offers both a self-serve platform and a managed services option that give advertisers diverse solutions to reach online audiences and acquire customers. Propel has more than 1,400 advertiser customers and serves millions of ads per day. Propel primarily serves its advertising to users who are part of its owned and operated member-based network or the member-based networks of its third party application partners. Propel provides its audience with access to its premium content for free and obtains the users’ permission to serve advertising to them while they peruse content on the web. In the owned and operated model, advertising units are served directly to users through a browser extension or other software installed on the user’s computer. Under the third party application model, Propel serves advertising through its partners who are providing a variety of applications free of charge in exchange for the ability to serve ads to their users. Propel has also developed a publisher business model with a channel of direct publishers, networks and exchanges. These supply channels expand our ability to serve advertising. In this model, the advertising units are served to users through a website, and we serve advertising units to the user in coordination with the publisher, network or exchange. Propel was formed on October 7, 2014. On January 28, 2015, Propel consummated the “reverse business combination” (the “Reverse Merger” or the “Transactions”) as contemplated by (i) the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of October 10, 2014, by and among Kitara, Propel, which was previously a wholly-owned subsidiary of Kitara, and Kitara Merger Sub, Inc. (“Merger Sub”), which was previously a wholly-owned subsidiary of Propel, and (ii) the Unit Exchange Agreement (the “Exchange Agreement”), dated as of October 10, 2014 and amended as of December 23, 2014, April 29, 2015 and January 26, 2016 by and among Kitara, Propel, Propel Media and the former members of Propel Media (“Transferors”) (See Note 4 – Reverse Business Combination and Recapitalization). Prior to the Transactions, Kitara was a public operating company and Propel Media was a private operating company. Upon the closing of the Transactions, Propel became the new public company and Kitara and Propel Media became wholly-owned subsidiaries of Propel. On January 28, 2015, in connection with the closing of the Reverse Merger, Propel, Kitara and Propel Media as “Borrowers” and certain of their subsidiaries as “Guarantors” entered into a financing agreement (“Financing Agreement”) with certain financial institutions as “Lenders.” The Financing Agreement provided the Borrowers with (a) a term loan in the aggregate principal amount of $81,000,000 (the “Term Loan”) and (b) a revolving credit facility in an aggregate principal amount not to exceed $15,000,000 at any time outstanding (the “Revolving Loan” and, together with the Term Loan, the “Loans”). The Loans will mature on January 28, 2019 (“Final Maturity Date”). Immediately following the Reverse Merger, the Transferors collectively owned 61.7% of the merged company and the former stockholders of Kitara owned 38.3% of the merged company. As a result of the Reverse Merger, the Transferors acquired a majority of Propel’s common stock and both Propel Media’s and Kitara’s officers became the officers and directors of Propel, including the Company’s prior Chief Executive Officer, Mr. Robert Regular, who later left the Company on April 30, 2016. For accounting purposes, the Reverse Merger has been treated as an acquisition of Kitara by Propel Media whereby Propel Media was deemed to be the accounting acquirer. The historical consolidated financial statements prior to January 28, 2015 are those of Propel Media. In connection with the Reverse Merger, the equity accounts of Propel Media have been restated on a recapitalization basis so that all equity accounts are now presented as if the member interest exchanged for shares of Propel Media common stock had occurred at the beginning of the earliest period presented. Recent Developments Reduction in Force and Management Restructuring On April 26 and April 27, 2016, Propel notified its employees about plans to reduce the Company’s workforce by approximately 20% percent. These actions were part of a strategic plan designed to improve operational and cost efficiency. For the most part, the employee reductions were in the Company’s publisher business. Sale of Health Guru Operations On April 27, 2016, the Company sold substantially all the assets constituting the ongoing operations of its Health Guru business, and subsequently changed the name of Health Guru Media to “Tek Array, Inc.” Pursuant to the purchase and sale agreement, the Company received a cash payment of $54,000 at closing. The Company is eligible to receive the following contingent consideration: (i) upon each closing of a capital raise from an outside third party conducted by the purchaser for the Health Guru business, up to $200,000 in the aggregate among all such closings, provided that only 5% of the net proceeds (after deducting commissions and expenses) from any such raise shall be used to satisfy this payment obligation and (ii) quarterly payments over the 36 months following the closing date equal to 50% of the quarterly profits generated in full, or in part, by the assets, provided that such contingent payments shall not exceed $2,000,000 in the aggregate. Through December 31, 2016, other than the gross cash proceeds from seller of $54,000, the Company has received no other consideration from the sale of the Health Guru business.

Liquidity and Capital Resources

Liquidity and Capital Resources	12 Months Ended
	Dec. 31, 2016
Liquidity and Capital Resources [Abstract]
Liquidity and Capital Resources	Note 2 – Liquidity and Capital Resources As of December 31, 2016, the Company’s cash on hand was $2,823,000 and the Company had a working capital deficit of $3,714,000. The Company recorded income of $581,000 for the year ended December 31, 2016. The net income for the year ended December 31, 2016 reflected an income before income tax of $4,478,000 and an income tax expense of $3,897,000. The 2016 income tax expense includes a charge of approximately $1,956,000, principally to adjust the Company’s deferred income tax accounts for updated estimates for state apportionment factors. The Company has historically met its liquidity requirements through operations. As of December 31, 2016, the borrowing base and outstanding balance under the Revolving Loan were approximately $4,072,000 and $0, respectively, leaving $4,072,000 available to be drawn under the arrangement. Cash flows used in financing activities for the year ended December 31, 2016 consisted of $7,000,000 of principal repayments on the Company’s Term Loan and repayments, net of borrowings, of $1,762,000 of the Revolving Loan. Pursuant to the Financing Agreement, the Company is subject to a leverage ratio requirement as of the end of each calendar quarter. The Company was in compliance with such leverage ratio requirement as of December 31, 2016. Management believes that the Company’s cash balances on hand, cash flows expected to be generated from operations and borrowings available under the Company’s Revolving Loan will be sufficient to fund the Company’s net cash requirements through March 2018.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 - 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 Commission (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 forfeiture of customer deposits, the valuation allowance on deferred tax assets, valuation of goodwill and intangibles, recognition of revenue, and the valuation of stock options. Cash The Company’s credit facility includes the Revolving Loan. The Company classifies a negative balance outstanding under the Revolving Loan as cash, as this amount is legally owed to the Company and is immediately available to be drawn upon by the Company. Restricted Cash Restricted cash as of December 31, 2016 and 2015 was $0 and $94,000, respectively. As of December 31, 2015, restricted cash is comprised of a cash deposit to collateralize a letter of credit issued in favor of a landlord. The cash deposit was then released during 2016 after the Company moved out of its New Jersey office. Accounts Receivable Accounts receivable are stated at a gross invoice amount less an allowance for doubtful accounts. 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, 2016 and 2015 was $266,000 and $290,000, respectively. Depreciation 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. Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite life are reduced to their estimated fair value through an impairment charge to our condensed consolidated statements of operations Capitalization of Internally Developed Software 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 ranging from 12 months to 36 months. The Company evaluates these assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Based upon the decline in performance of the Health Guru operations, the Company recorded impairment charges of $54,000 and $0 for the years ended December 31, 2016 and 2015, respectively, to record the write off of the book value of Health Guru’s internally developed capitalized software. These impairment charges were included in the impairment of software and intangible assets within the consolidated statement of income. 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. Under the two-step quantitative impairment test, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill. In the event the estimated fair value of the Company is less than the carrying value, additional analysis would be required. The additional analysis would compare the carrying amount of the reporting unit’s goodwill with the implied fair value of that goodwill. The implied fair value of goodwill is the excess of the fair value of the reporting unit over the fair value amounts assigned to all of the assets and liabilities of that unit as if the reporting unit was acquired in a business combination and the fair value of the reporting unit represented the purchase price. If the carrying value of goodwill exceeds its implied fair value, an impairment loss equal to such excess would be recognized, which could significantly and adversely impact reported results of operations and stockholders' equity. On January 28, 2015, in connection with the Reverse Merger, the Company used both a discounted cash flows approach and a guideline companies’ model approach to estimate the current fair value of Kitara in connection with the reverse business combination of Kitara. The guideline companies’ method utilizes financial and market data on publicly traded securities of companies engaged in business pursuits similar to those of Kitara, from which prevailing investor attitudes and expectations are developed. Differences between the publicly traded companies and Kitara are analyzed and considered in order to develop representative market multiples, which, in turn, were applied to Kitara’s operating results to develop an indication of value. As of December 31, 2016, the Company evaluated goodwill for potential impairment. Pursuant to the accounting guidance, the Company elected to initially assess certain qualitative factors in order to determine whether a quantitative analysis was required. Since the carrying amount of the Company’s reporting unit was negative, in evaluating the qualitative factors, the Company was required to determine whether there were any adverse qualitative factors pointing to a conclusion that an impairment of goodwill exists. If so, then the Company would need to conduct the second step of the impairment test in order to measure the amount of impairment, if any. In its evaluation, the Company evaluated macroeconomic, industry and market conditions, trends in financial performance, Company specific events which might adversely impact the fair value of the reporting unit, as well as whether there were any significant differences between the carrying amounts and the estimated fair values of the reporting unit's assets and liabilities, and/or the existence of significant unrecognized intangibles. Based upon this qualitative evaluation, the Company determined that as of December 31, 2016, in the aggregate, such factors did not point to a conclusion that an impairment of goodwill would exist. Based upon this evaluation, the Company concluded that there was no goodwill impairment as of December 31, 2016. Debt Issuance Costs Debt issuance costs (principally legal and other fees) are charged as debt discounts and are amortized over the term of the related loan using the effective interest method. Amortization of debt issuance costs amounted to $243,000 and $244,000 Advertiser Deposits Advertiser deposits consist primarily of prepayment amounts on deposit from advertiser customers and are recorded as an advertiser deposit liability which represents deferred revenue. These deposits to the extent unused are contractually non-refundable if the advertiser elects not to continue with the Company’s services after 6 months of inactivity. However, the Company has a practice of providing refunds or reactivations to customers for which it does not have the contractual obligation to do so for business development purposes. Advertiser deposits which are not expected to be refunded or re-applied are deemed forfeited and at such time are recognized as revenue. Revenue Recognition Propel generates revenue from advertisers by serving their ads to a user audience consisting of the Company’s owned and operated network, users of our third party application partners’ properties and users from our publisher driven traffic. In all cases, our revenue is generated when an advertisement is served by us or when a user action occurs based on the advertisement we served (i.e., a view, a click, a conversion action, etc.). There is a specific transaction that triggers a billable instance. The Company recognizes revenue in accordance with ASC Topic 605, “Revenue Recognition” (“ASC 605”). 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 gross advertising campaign revenue is recognized in the period that the advertising impressions, clicks or actions occur, provided that all other revenue recognition criteria have been met. The Company’s agreements do not require a guaranteed minimum number of impressions, clicks or actions. With respect to advertising campaign activities, the Company acts as a principal in that it is the primary obligor to the advertiser customer. The amounts on deposit from customers are recorded as an advertiser deposit liability in the accompanying consolidated balance sheets. Cost of Revenues Costs of revenue consists of marketing expenses to obtain new users for the Company’s owned and operated properties, publisher costs of third-party networks and properties, transaction costs and revenue-sharing costs to third party application developer partners. Leases The Company amortizes its office lease costs on a straight line basis over the minimum lease term. The Company leases computer hardware and software and office equipment with varying lease terms. Technology, Development and Maintenance Technology, development and maintenance costs are expensed as incurred and are included in operating expenses. The Company incurred technology, development, and maintenance costs of $3,448,000 and $3,992,000 for the years ended December 31, 2016 and 2015, respectively. Concentration of Credit Risk and Significant Customers The Company’s concentration of credit risk includes its concentrations from key customers and vendors. The details of these significant vendors are presented in the following table for the years ended December 31, 2016 and 2015. There were no concentrations of revenue or accounts receivable from key customers and no vendor concentrations within accounts payable during these periods For the Year Ended December 31, 2016 2015 The Company’s largest vendors reported in cost of revenues are presented as a percentage of the Company’s aggregate cost of revenues 18.0%, 17.1%, and 15.6% of cost of revenues from three vendors respectively None over 10% Financial instruments that potentially subject the Company to concentrations 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 $250,000. As of December 31, 2016 and 2015, the Company held cash balances in excess of federally insured limits. The company extends credit 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. Income Taxes Effective January 28, 2015, the Company completed its Reverse Merger, whereby Propel Media (a limited liability company) was deemed to be the accounting acquirer of Kitara (a C corporation). The historical financial statements were those of Propel Media. From the date of the Reverse Merger, the Company’s results of operations began to be taxed as a C corporation. Prior to the Reverse Merger, the Company’s operations were taxed as a limited liability company, whereby the Company elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying consolidated financial statements for the periods prior to January 28, 2015. This change in tax status to a taxable entity resulted in the recognition of a net deferred tax asset based on the expected tax consequences of temporary differences between the book and tax basis of the Company’s assets at the date of the Reverse Merger. This resulted in a deferred tax benefit of $31,735,000 being recognized upon the consummation of the Reverse Merger, and was determined using an effective tax rate of 38.9%. This tax benefit was principally on account of a step up in basis of Propel Media for income tax purposes. There was no step up in basis for accounting purposes. In connection with the Reverse Merger with Kitara, the Company recorded deferred tax assets of $2,843,000, representing principally net operating loss carryforwards (“NOL’s”). The unaudited pro forma computation of income tax expense included in the consolidated statement of income for the year ended December 31, 2015, represents the tax effects that would have been reported had the Company been subject to U.S. federal and state income taxes as a corporation for all periods presented. Pro forma income tax expense is based upon the statutory income tax rates and adjustments to income for estimated permanent differences occurring during each period. Actual rates and expenses could have differed had the Company actually been subject to U.S. federal and state income taxes for all periods presented. Therefore, the unaudited pro forma amounts are for informational purposes only and are intended to be indicative of the results of operations had the Company been subject to U.S. federal and state income taxes as a corporation for all periods presented. Income Taxes, continued 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 liabilities and assets are determined based on the difference between the financial statement basis 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 carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2016 and 2015, no liability for unrecognized tax benefits was required to be reported. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. Net Income per Share Earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings 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 and warrants. For the year ended December 31, 2016, the Company excluded potential common shares resulting from the exercise of stock options (23,351,875 potential common shares) and of warrants (6,363,636 potential common shares) as their inclusion would be anti-dilutive. For the year ended December 31, 2015, the Company excluded potential common shares resulting from the exercise of stock options (28,755,000 potential common shares) and of warrants (6,363,636 potential common shares) as their inclusion would be anti-dilutive. Stock-based 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 for a pool of peer companies 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 its 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. Stock-based Compensation Policy, continued The Company accounts for stock options granted to consultants pursuant to the accounting guidance included in ASC 505-50 “Equity-Based Payments to Non-Employees” (“ASC 505-50”). Stock-based compensation cost is measured at the grant date and at the end of each reporting period for unvested awards, based on the fair value of the award, and is recognized as expense over the consultant’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s stock options granted to consultants 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. In accordance with ASC 505-50, the Company recorded adjustments at the end of each reporting period to reflect the mark-to-market adjustment of the fair value of unvested awards granted to consultants. In connection with the mark-to-market adjustments at December 31, 2016 and 2015, the Company utilized the closing price of the Company’s common stock, as published on the OTC Pink Market, operated by OTC Markets Group (“OTC Pink Market”), as an input to the Black Scholes option-pricing model for the fair value of its common stock. Subsequent events The Company has evaluated events that occurred subsequent to December 31, 2016 through the date these consolidated financial statements were issued. Management has concluded that there were no subsequent events that required disclosure in these consolidated financial statements. Recent Accounting Pronouncements In August 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, US GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company has adopted ASU 2014-15 effective December 31, 2016 and such adoption did not have a material impact on the Company’s financial position and results of operations. In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement Period Adjustments”. ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. The Company has adopted ASU 2015-16 effective January 1, 2016 and such adoption did not have a material impact on the Company’s financial position and results of operations. Recent Accounting Pronouncements, continued On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this ASU will have on the consolidated financial statements. On March 30, 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718). This update requires that all excess tax benefits and tax deficiencies arising from share-based payment awards should be recognized as income tax expense or benefit on the income statement. The amendment also states that excess tax benefits should be classified along with other income tax cash flows as an operating activity. In addition, an entity can make an entity-wide accounting policy election to either estimate the number of awards expected to vest or account for forfeitures as they occur. The provisions of this update are effective for annual and interim periods beginning or after December 15, 2016. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. In April 2016, the FASB issued Accounting Standards Update ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606), “Identifying Performance Obligations and Licensing” (“ASU 2016-10”). ASU 2016-10 clarifies the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ASU 2016-10 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017, with early application permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its consolidated financial statements. In May 2016, the FASB issued Accounting Standards Update ASU No. 2016-12 “Revenue from Contracts with Customers (Topic 606)”, “Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). The core principal of ASU 2016-12 is the recognition of revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions of this update are effective for annual and interim periods beginning after December 15, 2017, with early application permitted. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements . In August 2016, the FASB issued Accounting Standards Update ASU No. 2016-15 “Statement of Cash Flows (Topic 230)”, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). The amendments for this update provide guidance on the eight specific cash flows: debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The provisions of this update are effective for annual and interim periods beginning after December 15, 2016, with early application permitted. The Company has adopted ASU 2016-15 effective December 31, 2016 and such adoption did not have a material impact on the Company’s consolidated financial position and results of operations. In November 2016, the FASB issued Accounting Standards Update ASU No. 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The provisions of this update are effective for annual and interim periods beginning after December 15, 2017, with early application permitted. The amendments in this update do not provide a definition of restricted cash or restrict cash equivalents. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2014-04”). To simplify the subsequent measurement of goodwill, the Board eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The Board also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. An

Reverse Business Combination an

Reverse Business Combination and Recapitalization	12 Months Ended
	Dec. 31, 2016
Reverse Business Combination and Recapitalization [Abstract]
Reverse Business Combination and Recapitalization	Note 4 – Reverse Business Combination and Recapitalization The Transactions and Merger Agreement On January 28, 2015, Propel, Propel Media and Kitara consummated the Transactions. Pursuant to the Exchange Agreement, as amended, the Transferors exchanged all of the outstanding Propel Media limited liability company interests for (i) $80,000,000 in cash, (ii) 154,125,921 shares of Propel common stock, (iii) the right to receive performance-based “earn out” payments that enables the Transferors to receive up to an additional $40,000,000 in cash or stock consideration based on Propel Media reaching certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) levels during the 2015 to 2018 fiscal years, (iv) the right to receive on or prior to June 30, 2019, a $10,000,000 payment (the “Deferred Obligation”) in cash and/or shares of Propel common stock, and (v) the right to receive immediately after the payment of certain fees to Highbridge on or about January 28, 2019, the $6,000,000 Deferred Payment in cash (the “Exchange”). Pursuant to the Exchange Agreement, as amended on January 26, 2016, the $10,000,000 Deferred Obligation is payable in cash and/or stock not later than June 30, 2019. The Company can pay the $10,000,000 Deferred Obligation from the raising of capital via an equity financing or from available working capital. The Company is required to use its reasonable best efforts to complete equity financings that would raise sufficient net proceeds to pay the $10,000,000 Deferred Obligation in cash to the Transferors on or before June 30, 2019 (the “Equity Financing Period”). In addition, the Company’s board of directors, at least two times per year during the Equity Financing Period is obligated to determine, in its sole and absolute discretion, the amount, if any, of the Company’s working capital available to be used to pay all or a portion of the $10,000,000 Deferred Obligation in cash, taking into account such factors as it may deem relevant. If the Company’s board of directors determines that there is available working capital to pay all or a portion of the $10,000,000 Deferred Obligation, the Company must use its reasonable best efforts to promptly obtain any required lender consent and, if such consent is obtained, must promptly pay to the Transferors an amount in cash equal to such available working capital. Finally, Mr. Jared Pobre, one of the former members of Propel Media, on behalf of the Transferors, is permitted to elect, during the ten day period following each December 31st during the Equity Financing Period, commencing December 31, 2016, to receive any unpaid amount of the $10,000,000 Deferred Obligation in shares of the Company’s common stock. For such issuance, each share of the Company’s common stock will be valued at the closing market price of the Company’s common stock as reported on NASDAQ or such other national securities exchange on which the Company’s common stock is listed (or if not so listed, the bid price on the OTC Pink Market) on the date prior to the date on which such shares are issued to the Transferors. The Company recorded the obligations for the $10,000,000 Deferred Payment and the $6,000,000 Deferred Payment, (in the aggregate, “Deferred Payments to Transferors”) to Transferors at fair value. Fair value was determined by recording the fixed obligations at their net present value, discounted at an interest rate of 10% per annum. The discount rate used was based upon the interest rate of the Term Loan. The Company is amortizing the discount utilizing the interest method over the periods for which future amounts are due. On January 28, 2015 upon the consummation of the Exchange, the Company recorded the fair value of the Deferred Payments to Transferors of $12,696,000, reflecting a discount of $3,304,000. As discussed above, on January 26, 2016, pursuant to the Exchange Agreement, the transferors agreed to defer receipt of the $10,000,000 until June 2019. This extension of the timing to remit payment was evaluated for extinguishment accounting. The amendment was determined to be a modification for accounting purposes, and as such, the unamortized discount for the $10,000,000 obligation on the date of the amendment was $418,000, which will be amortized over the remaining term of the obligation. As a result, subsequent to the amendment date, the effective interest rate on the obligation was reduced to 1.25%. During the years ended December 31, 2016 and 2015, the Company recorded discount amortization of $645,000 and $1,227,000, respectively. The unamortized discount was $1,431,000 as of December 31, 2016 and $2,077,000 as of December 31, 2015. Propel agreed to reimburse the Transferors for all transaction expenses paid by Propel Media, its subsidiaries or the Transferors on or before the closing, and assumed all of their unpaid transaction expenses as of such date. During the year ended December 31, 2015, the Company paid $867,000 of these expenses to the Transferors. The following represents the obligations to Transferors outstanding under the Exchange Agreement: As of December 31, 2016 2015 Amount due on or before June 30, 2019 (pursuant to amendment dated January 26, 2016) $ 10,000,000 $ 10,000,000 Amount due January 28, 2019 6,000,000 6,000,000 Total, gross 16,000,000 16,000,000 Less: discount (1,431,000 ) (2,077,000 ) Total, net $ 14,569,000 $ 13,923,000 As a result of the Transactions, immediately after the closing, the Transferors collectively owned 154,125,921 shares of Propel common stock, representing 61.7% of Propel’s outstanding common stock, and the former stockholders of Kitara owned the remaining 95,884,241 shares of Propel common stock, representing 38.3% of Propel’s outstanding common stock. Pro Forma Financial Information The following presents the unaudited pro forma combined financial information, as if (a) the Company had always been a taxable entity and (b) the Transactions had occurred as of January 1, 2015. For the Year Ended December 31, Revenues $ 79,736,000 Net income $ 2,241,000 Pro forma net income per common share, basic and diluted $ 0.01 Pro forma weighted average number of common shares outstanding - basic and diluted 250,010,162 The pro forma combined results of operations are not necessarily indicative of the results of operations that actually would have occurred had the Reverse Merger been completed as of January 1, 2015 nor are they necessarily indicative of future consolidated results. Promissory Notes In connection with the acquisition of Kitara, the Company assumed two notes payable to Mr. Regular, a shareholder and the Company’s former Chief Executive Officer. The first note had a balance of $102,000 and was repaid immediately after the closing of the Reverse Merger. The second note had a face value of $200,000 with an annual interest rate of 1% that would have matured on January 1, 2023. The second note accrued interest that would have been due at the time the principal became due and payable. As of December 31, 2015, the net outstanding balance on the second note was $106,000 (net of a discount of $94,000). The Company calculated the discount at the acquisition date using a market rate of 10%. The second note bore a below market interest rate of 1%. As such, the Company determined a market rate of 10% and recorded a discount which was amortized over the remaining term of the loan. The market rate was determined based upon the interest rate of the Term Loan. On June 30, 2016, Mr. Regular forgave the second note payable due to him in exchange for a $5,000 cash payment and the rights to a website, domain name, and email member databases. The Company realized a gain of $106,000 as a result of the extinguishment of the second note.

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	Note 5 - Property and Equipment, Net Property and equipment, net, consists of the following: As of December 31, 2016 2015 Leasehold improvements $ 751,000 $ 747,000 Furniture and equipment 2,213,000 2,226,000 Computer software 7,250,000 6,150,000 10,214,000 9,123,000 Less: Accumulated depreciation (8,620,000 ) (6,598,000 ) $ 1,594,000 $ 2,525,000 Depreciation expense for the years ended December 31, 2016 and 2015 was $2,102,000 and $1,792,000, respectively.

Intangibles

Intangibles	12 Months Ended
	Dec. 31, 2016
Intangibles [Abstract]
Intangibles	Note 6 – Intangibles Intangible assets consisted of the value received in connection with the Company’s Reverse Merger with Kitara, which included the video library, which was fully amortized and written off by December 31, 2016, and the domain and trade names for Kitara that have been deemed to be perpetual. Intangible assets are comprised of the following: As of December 31 2016 2015 Domain and trade names (indefinite life) $ 20,000 $ 20,000 Video library - 313,000 Total Intangible Assets 20,000 333,000 Less: Accumulated amortization - (145,000 ) Net $ 20,000 $ 188,000 Based upon the decline of performance of the Health Guru operations, the Company recorded impairment charges of $129,000 (level 3 in fair value hierarchy) and $0 for the years ended December 31, 2016 and 2015, respectively, representing the remaining book value of the video library. Amortization expense for the years December 31, 2016 and 2015 was $40,000 and $145,000 respectively.

Financing Agreement

Financing Agreement	12 Months Ended
	Dec. 31, 2016
Financing Agreement [Abstract]
Financing Agreement	Note 7 - Financing Agreement Upon the closing of the Transactions, the Term Loan, in the aggregate principal amount of $81,000,000 was borrowed in full and $7,500,000 was borrowed under the Revolving Loan. The proceeds of the Loans were used (a) to pay off and refinance the revolver obligation with Wells Fargo Bank which was assumed from Kitara in the Reverse Merger (b) to pay fees and expenses related to the Financing Agreement, (c) to finance the cash consideration under the Exchange Agreement and (d) for general working capital purposes of the Borrowers. The obligations of the Borrowers under the Financing Agreement are secured by first priority security interests granted to the Lenders on all of the Borrowers’ and Guarantors’ tangible and intangible property, including accounts receivable, intellectual property, shares and membership interests of the Borrowers (other than Propel) and the Guarantors. The Financing Agreement provided for certain fees to be paid, including (i) a closing fee of $2,880,000 which was withheld from the proceeds of the Term Loan and was accounted for as an original issue discount and is being amortized to interest expense using the interest method over the term of the Term Loan and (ii) a (“Deferred Fee”) of $12,500,000 payable to the Lenders and due upon the fourth anniversary of the inception of the Term Loan. The Company is accreting the Deferred Fee as a finance charge over the term of the Term Loan. The Company recorded amortization of the closing fee as interest expense of $762,000 and $767,000, for the years ended December 31, 2016 and 2015, respectively. The balance of the closing fee original issue discount was $1,360,000 and $2,122,000 as of December 31, 2016 and 2015, respectively, and is reflected within the Term Loan obligations on the consolidated balance sheets. The Company recorded as interest expense accretion of the Deferred Fee of $3,227,000 and $3,117,000, for the years ended December 31, 2016 and 2015, respectively. The balance of the accreted Deferred Fee as of December 31, 2016 was $6,344,000, and is reflected within the Term Loan obligations on the consolidated balance sheets. In addition, the Company incurred debt issuance costs of $916,000 in connection with the Loans which has been accounted for as debt discount and is being amortized using the effective interest method over the term of the Term Loan. The Company recorded as interest expense amortization of the debt issuance costs of $243,000 and $244,000 for the years ended December 31, 2016 and 2015, respectively. The balance of the unamortized debt issuance costs of $428,000 and $671,000 is reflected within the Term Loan obligations on the consolidated balance sheets as of December 31, 2016 and 2015, respectively. The Financing Agreement and other loan documents contain customary representations and warranties and affirmative and negative covenants, including covenants that restrict the Borrowers’ ability to, among other things, create certain liens, make certain types of borrowings and engage in certain mergers, acquisitions, consolidations, asset sales and affiliate transactions. The Company is also subject to a leverage ratio requirement as of the end of each calendar quarter. The Financing Agreement provides for customary events of default, including, among other things, if a change of control of Propel occurs. The Loans may be accelerated upon the occurrence of an event of default. As of December 31, 2016, the Company was in compliance with the covenants and the leverage ratio requirement under the Finance Agreement. Term Loan The outstanding principal amount of the Term Loan shall be repayable in consecutive quarterly installments in equal amounts of $1,750,000 on the last day of each March, June, September and December commencing on March 31, 2015, except that the payment due on March 31, 2015 was $1,219,000. The remainder of the Term Loan is due and payable on the maturity date, except in certain limited circumstances. Subject to the terms of the Financing Agreement, the Term Loan or any portion thereof shall bear interest on the principal amount thereof from time to time outstanding, from the date of the Term Loan until repaid, at a rate per annum equal to 9.00% plus either (i) the London Interbank Offered Rate (“LIBOR”) (but not less than 1% and not more than 3%) for the interest period in effect for the Term Loan (or such portion thereof), or (ii) the bank’s reference rate. For each interest period, the Company may choose to pay interest under either the LIBOR or reference rate method. During the year ended December 31, 2016, interest on the Term Loan bore an effective interest rate of approximately 10.0% per annum. Term Loan, continued The following represents the obligations outstanding under the Term Loan: As of December 31 2016 2015 Principal $ 67,531,000 $ 74,531,000 Discounts (1,787,000 ) (2,793,000 ) Accreted value of the Deferred Fee ($12,500,000) 6,344,000 3,117,000 Net 72,088,000 74,531,000 Less: Current portion (6,089,000 ) (5,997,000 ) Long-term portion $ 65,999,000 $ 68,858,000 The future minimum payments on the Company’s Term Loan are as follows: For the years ended December 31, Term Loan 2017 7,000,000 2018 7,000,000 2019 53,531,000 Total, gross 67,531,000 Less: debt discount (1,787,000 ) Plus: accreted value through December 31, 2016 of the Deferred Fee ($12,500,000) 6,344,000 Total, net 72,088,000 Less: current portion (6,089,000 ) Long-term debt $ 65,999,000 Revolving Loan As of December 31, 2016 and 2015, the outstanding balance of the Revolving Loan was $0 and $1,762,000 respectively. As of December 31, 2016, $4,072,000 was available for future borrowing. Subject to the terms of the Financing Agreement, the Company may have multiple revolving loans under the revolving loan arrangement. Each revolving loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of such Loan until repaid, at a rate per annum equal to 6.00% plus either (i) the LIBOR for the interest period in effect for such Loan (but not less than 1%) (7.0% during the year ended December 31, 2016), or (ii) the bank’s reference rate (9.5% during the year ended December 31, 2016). For each revolving loan, the Company can choose to borrow either at the LIBOR or the reference rate. During the year ended December 31, 2016, the Company received a one-time favorable interest reduction of $190,000 from the Lenders related to the Revolving Loan.

Related-Party Transactions

Related-Party Transactions	12 Months Ended
	Dec. 31, 2016
Related-Party Transactions [Abstract]
Related-Party Transactions	Note 8 - Related-Party Transactions The Company has outsourced technology development services and other administrative services to a technology company in Eastern Europe (“Technology Vendor”). This technology company is owned by an individual who through October 6, 2014 owned more than 10% of the member interest in Propel Media and subsequent to which such ownership was transferred to certain trusts. The technology development services and other administrative services provided to the Company by this related party during the years ended December 31, 2016 and 2015, totaled $3,283,000 and $2,735,000 respectively. These amounts were included in property and equipment and operating expenses, as applicable, in the accompanying consolidated balance sheets and consolidated statements of income. Certain of the costs incurred for the technology development services described above were for the development of internal-use software, which were capitalized and amortized over the estimated useful life. In addition, the Company had amounts due to this entity of $7,000 and $3,000 as of December 31, 2016 and 2015, respectively, which are reported within accrued expenses in the consolidated balance sheets. On January 28, 2015, in connection with the Reverse Merger, the Company’s Board of Directors appointed Howard Yeaton as the Company’s Interim Chief Financial Officer. Mr. Yeaton is the Managing Principal of Financial Consulting Strategies LLC (“FCS”). During the years ended December 31, 2016 and 2015, the Company has incurred a total of $194,000 and $525,000, respectively, representing Mr. Yeaton’s services as the Company’s Interim Chief Financial Officer and other financial advisory and accounting services provided by FCS. The balance due to FCS was $0 and $7,000 as of December 31, 2016 and 2015, respectively, and was included within accrued expenses in the consolidated balance sheet. See Note 4 for a discussion of notes payable in connection with Mr. Regular, the Company’s former Chief Executive Officer.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 9 – Commitments and Contingencies Operating leases On December 10, 2008, the Company entered into a non-cancelable lease agreement for its Irvine, California office facility expiring on August 31, 2014. On March 30, 2011, the Company amended the agreement to substitute the premises for a new location and to extend the lease term to July 31, 2018. The lease agreement for the new office facility provides for increases in future minimum annual rental payments. The agreement requires the Company to pay its portion of certain executory costs (real estate taxes, insurance and repairs). On March 11, 2016, the Company signed a lease agreement for a New York, New York office location, with a month to month rental of $8,245 per month. On April 28, 2016, the Company gave its 30-day termination notice for this lease and accordingly, this lease was terminated as of May 31, 2016. On April 1, 2016, the Company terminated its Jersey City, New Jersey lease whereby the Company’s last rental payment for this lease was through March 31, 2016. In addition, as part of the lease termination, the Company paid to the landlord a termination fee of $95,330 and paid its brokers $48,170 ($24,085 paid on June 1, 2016 and $24,085 paid on July 5, 2016). Lastly, as part of the lease termination, the Company transferred to the landlord the security deposit it received from its subtenant from the sublease agreement ($16,674). Rent expense totaled $430,000 and $770,000 during the years ended December 31, 2016 and 2015, respectively. Rent expense for the year ended December 31, 2016 included a reversal of $123,000 of deferred rent, recognized upon the termination of the New Jersey office lease at the end of April 30, 2016. The following is an annual schedule of approximate future minimum rental payments required under the operating lease agreement for the Company’s Irvine, California lease location: Years Ending December 31, Amount 2017 594,000 2018 458,000 $ 1,052,000 Employment Agreements On March 6, 2015, the Company entered into an employment agreement (each an “Employment Agreement” and collectively the “Employment Agreements”) with each of Jared Pobre, Robert Regular, Marv Tseu and David Shapiro (each an “Executive” and collectively the “Executives”). Mr. Regular’s employment was terminated on April 22, 2016 (see below). Effective April 22, 2016, the Company entered into a separation agreement with Mr. Regular, who until April 30, 2016 served as the Company’s Chief Executive Officer. Pursuant to the separation agreement, the Company will pay Mr. Regular (i) $536,986 in 12 monthly installments, (ii) all valid expense reimbursements through April 30, 2016, and (iii) all accrued but unused vacation pay through April 30, 2016. In addition, an option to purchase 2,400,000 shares at $0.20 per share held by Mr. Regular will fully vest and be exercisable until June 30, 2018 and an option to purchase 2,100,000 shares at $0.55 per share held by Mr. Regular will fully vest and be exercisable until April 30, 2017. Non-cash charges for the acceleration of these stock-based compensation awards were approximately $489,000. The employment agreement, as modified by the separation agreement, will restrict Mr. Regular from disclosing confidential information concerning the business of the Company, will contain customary restrictive covenants relating to noncompetition and non-solicitation, which continue to run until January 28, 2017, and Mr. Regular has agreed to release and waive all claims against the Company. On June 30, 2016, Mr. Regular forgave a note payable due to him in exchange for a $5,000 cash payment and the rights to certain website, domain name, and email member databases (See Note 4). Effective April 30, 2016, Jared Pobre resigned at Executive Chairman of the Board and ceased to be an officer and employee of the Company. He continues to serve as the Non-Executive Chairman of the Board. The Employment Agreements with each of Messrs. Tseu and Shapiro are for a term of three years, unless earlier terminated as provided in the agreement or unless extended by mutual written agreement of the Company and the Executive. If the Executive continues to work for the Company after the expiration of the term, his employment is on the same terms as the Employment Agreement, except that he is an “at will” employee and the severance provisions described below will no longer be in effect. The Employment Agreements, as amended, provide for base salaries of $486,000 for Mr. Tseu and $350,000 for Mr. Shapiro. Each of the Executives are reimbursed for their reasonable business expenses, subject to an exception for certain costs of commuting for Mr. Tseu. Each of Messrs. Tseu and Shapiro is eligible to earn bonuses during the course of each year of his employment based on reaching individual and Company performance objectives in accordance with the existing quarterly bonus program of Propel Media. Under the quarterly bonus program, at the end of each fiscal quarter, the Company evaluates the financial performance of Propel Media and the performance of Messrs. Tseu and Shapiro and then calculates the bonuses for each Executive for such quarter. The Employment Agreements provide that, in the event of a termination of an Executive’s employment by the Company without “cause” or by the Executive for “good reason” (each as defined in the Employment Agreements), the Company will pay him (i) an aggregate amount equal to 100% of his base salary, payable over the course of 12 months, subject to the Executive executing a general release of all claims against the Company, (ii) all valid expense reimbursements, and (iii) all accrued but unused vacation pay. In addition, all of Executive’s equity awards, including the options described below, will fully vest and be exercisable for one year following the termination of employment. Each of the Employment Agreements restricts the Executive from disclosing confidential information concerning the business of the Company. The Company also has in place with certain of its other executives agreements which provide for severance or salary continuation upon certain events, such as upon a change of control of the Company. C ntingencies The Company is subject to legal proceedings and claims that arise in the normal course of business. In management’s opinion other than as described below, there are no such matters that are expected to have a material adverse effect on the Company’s consolidated financial position or results of its operations. Litigation From time to time, the company may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than as set forth below, at December 31, 2016, there were no material pending legal proceedings to which the Company was a party or to which any of its property was subject that were expected, individually or in the aggregate, to have a material adverse effect on us. In December 2013, an action entitled Intrepid Investments, LLC (“Intrepid”) v. Selling Source, LLC (“Selling Source”), 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 $28,700,000 (the “Note”). The Company is not a signatory to the Note but Kitara Media did sign an August 31, 2010 Security Agreement (“Security Agreement”) pledging all of its accounts, cash and cash equivalents, chattel paper, contracts, deposit accounts, documents, equipment, fixtures, general intangibles, all other goods, all shares of capital stock of any companies it owned, all instruments including all promissory notes, all intellectual property, all insurance policies and all proceeds thereof, all inventory, all other investment property, all letter of credit rights, all other tangible and intangible personal property and all proceeds of any of the foregoing, 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 one of Kitara’s then wholly-owned subsidiaries, with Kitara Media surviving the merger and becoming a wholly-owned subsidiary of Kitara. 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 pledged as security under the Security Agreement. In the New York action, Intrepid has challenged the Senior Lenders’ authority to release the lien and also challenged the enforceability of the Intercreditor Agreement generally. The Court has not yet ruled on the merits of that challenge. In addition, Selling Source’s obligations to the Senior Lenders remains outstanding. The second matter is Intrepid Investments, LLC v. Selling Source, LLC et al., Index No. 654309/2013, which was filed in the Supreme Court of the State of New York, County of New York. This matter was originally limited to claims asserted by Intrepid against Selling Source regarding an earn-out calculation entered into between it and Selling Source, and confirmed by an arbitrator. In August, 2014, Intrepid amended its complaint to include various breach of contractor claims against a variety of those defendants, including Kitara. The new defendants, including Kitara, answered the amended complaint on November 7, 2014, denying liability for all claims. On February 19, 2015, the Court entered an order granting Selling Source’s motion to affirm the arbitration results. On March 3, 2015, Selling Source filed a motion for partial summary judgment seeking dismissal of eleven of Intrepid’s remaining claims, and, in September 2015, the New York Supreme Court granted this motion for summary judgment. The claims asserted against Kitara were not among those addressed in Selling Source’s motion. Based on these facts, Propel believes Intrepid’s claims are without merit and intend to defend them 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 and Selling Source has provided documents and written interrogating responses to Intrepid.

Defined Contributions Plans

Defined Contributions Plans	12 Months Ended
	Dec. 31, 2016
Defined Contributions Plans [Abstract]
Defined Contributions Plans	Note 10 - 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 common stock. Company matching contributions to the Plan are discretionary. The Company recorded contribution expense of $222,000 and $187,000 during the years ended December 31, 2016 and 2015, respectively.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2016
Income Taxs [Abstract]
Income Taxes	Note 11 – Income Taxes Income tax expense (benefit) is as follows: For the Year Ended Current 2016 2015 Federal $ 1,374,000 $ 500,000 State 140,000 141,000 Total current 1,514,000 641,000 Deferred Federal (585,000 ) (25,570,000 ) State 2,968,000 (5,661,000 ) Total deferred 2,383,000 (31,231,000 ) Total Income Tax Expense (Benefit) $ 3,897,000 $ (30,590,000 ) The difference between the Company's effective income tax rate and the federal statutory corporate tax rate is as follows: For the Year Ended 2016 2015 Statutory federal tax rate 34.0 % 34.0 % State taxes, net of federal benefit 2.1 % 2.7 % Transaction costs - % 2.3 % Permanent differences: Removal of Propel Media pre-merger book net income - % (15.6 %) Change in income tax status of Propel Media - % (619.0 %) Return to provision Adjustments 4.4 % - % Change in expected state rate for reversal of deferred tax benefit 43.7 % - % Addition of Kitara pre-merger book net loss - % (1.4 %) Other 2.8 % 0.4 % Total 87.0 % (596.6 %) Significant components of deferred tax assets and liabilities as of December 31, 2016 and 2015 is as follows: For the Year Ended 2016 2015 Deferred tax assets Intangible – Propel Media step-up $ 26,354,000 $ 30,195,000 Net operating loss carryforward 1,775,000 1,975,000 Accrued vacation 146,000 116,000 Amortization of intangibles 380,000 411,000 Non-qualified stock options 1,081,000 641,000 Bad debt 96,000 112,000 Debt amortization 2,300,000 1,203,000 Other (18,000 ) 190,000 Gross deferred tax assets 32,114,000 34,843,000 Deferred tax liabilities Amortization of intangibles - (435,000 ) Depreciation (423,000 ) (334,000 ) Gross deferred tax liabilities (423,000 ) (769,000 ) Net deferred tax assets $ 31,691,000 $ 34,074,000 As of December 31, 2016, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $5,221,000 which were acquired in connection with the acquisition of Kitara. Internal Revenue Code (“IRC”) Section 382 limits the utilization of net operating loss carryforwards upon a change in control of a company. Pursuant to IRC Section 382, changes in control occur when the stock ownership of one or more 5% shareholders (shareholders owning 5% or more of the Company’s outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points. Management cannot control the ownership changes occurring as a result of public trading of the Company’s Common Stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. In connection with the acquisition of Kitara, the Company prepared an analysis under IRC Section 382 and determined that (i) there was a more than 50% ownership change on January 28, 2015 and (ii) that of the $8,200,000 acquired net operating losses, only $6,535,000 would be eligible for carryover to future periods. The net operating losses are expected to expire in the years 2029 through 2034.

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2016
Stock-Based Compensation [Abstract]
Stock-Based Compensation	Note 12 - Stock-Based Compensation Equity Incentive Plans 2014 Long-Term Incentive Equity Plan On October 9, 2014, Propel and its sole stockholder approved the 2014 Long-Term Incentive Plan (“2014 Plan”), pursuant to which a total of nine percent of the fully-diluted shares of the Company’s common stock outstanding as of the closing of the Transactions (or 26,172,326 shares) became available for awards under the plan upon such closing. Kitara’s stockholders approved the 2014 plan as of January 26, 2015. 2012 and 2013 Long-Term Incentive Equity Plans On May 14, 2012 and December 3, 2013, Kitara adopted the 2012 Long-Term Incentive Equity Plan (“2012 Plan”) and the 2013 Long-Term Incentive Equity Plan (“2013 Plan”). The 2012 Plan and 2013 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. Effective January 28, 2015, Propel assumed the 2012 Plan and 2013 Plan, and all outstanding stock options thereunder. Propel amended the plans so that no further awards may be issued under such plans after the closing of the Reverse Merger. Stock Options In accordance with the Employment Agreements for Messrs. Regular, Tseu and Shapiro, on March 6, 2015, the Board of Directors granted an option to purchase 2,100,000 shares of common stock to Mr. Regular, an option to purchase 3,000,000 shares of common stock to Mr. Tseu and an option to purchase 3,000,000 shares of common stock to Mr. Shapiro. The options, which were granted under the 2014 Plan, have an exercise price of $0.55 per share and a term of 10 years. Each of the options vests as to one-quarter of the underlying shares on March 6, 2016 and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years. On April 30, 2016, Mr. Regular’s option became fully vested pursuant to the terms of his separation agreement. On March 6, 2015, the Board of Directors granted options for the purchase of 5,860,000 shares of the Company’s common stock to the Company’s employees. These options were granted under the 2014 Plan, have an exercise price of $0.55 per share and a term of 10 years. Each of these options vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years. On March 6, 2015, the Board of Directors granted options for the purchase of 4,500,000 shares of the Company’s common stock to the employees and consultants of the Technology Vendor and 150,000 options to certain other consultants. Each of these options was granted under the 2014 Plan, have an exercise price of $0.55 per share and a term of 10 years. Each of these options vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years. On March 6, 2015, the Board of Directors granted an option to purchase 750,000 shares of common stock to each of Messrs. Ledecky and Humphreys, each an independent director of the Company. The options, which were granted under the 2014 Plan, have an exercise price of $0.55 per share and a term of 10 years. Each of the options vests as to one-quarter of the underlying shares on March 6, 2016 and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years. On March 23, 2015, the Board granted an option for the purchase of 1,000,000 shares of the Company’s common stock to Jeff McCollum, the Company’s Chief Revenue Officer. This option was granted under the 2014 Plan, has an exercise price of $0.55 per share and a term of 10 years. This option vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years. On May 20, 2015, the Board of Directors granted an option for the purchase of 350,000 shares of the Company’s common stock to John Quelch, an independent director of the Company. This option was granted under the 2014 Plan, has an exercise price of $0.55 per share and vests as to one-third of the underlying shares on the first anniversary of the grant and vesting as to the remainder of the underlying shares in eight equal quarterly installments over the following two years. On August 12, 2015, the Board of Directors granted options for the purchase of 375,000 shares of the Company’s common stock to certain of the Company’s employees. Each of these options was granted under the 2014 Plan, have an exercise price of $0.55 per share and a term of 10 years. Each of these options vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years. On November 3, 2015, the Board of Directors granted options for the purchase of 150,000 shares of the Company’s common stock to the Company’s employees. These options were granted under the 2014 Plan, have an exercise price of $0.55 per share and a term of 10 years. Each of these options vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years. On November 3, 2015, the Board of Directors granted options for the purchase of 190,000 shares of the Company’s common stock to the employees and consultants of the Technology Vendor. Each of these options was granted under the 2014 Plan, have an exercise price of $0.55 per share and a term of 10 years. Each of these options vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years. In connection with the Reverse Merger, the Company assumed stock options for the purchase of 7,995,635 shares of the Company’s common stock that were previously granted to Kitara and were still outstanding as of January 28, 2015. Stock Option Award Activity The following table is a summary of stock option awards: Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Aggregate Intrinsic Outstanding at January 1, 2016 28,755,000 $ 0.48 $ 0.22 7.6 $ 40,000 Granted - - - - - Exercised - - - - Forfeited, expired or canceled 5,403,125 0.42 0.21 - Outstanding at December 31, 2016 23,351,875 $ 0.49 $ 0.27 6.9 $ - Exercisable at December 31, 2016 13,911,889 $ 0.46 $ 0.25 6.0 $ - The aggregate intrinsic value is calculated as the difference between the weighted average exercise price of the underlying outstanding stock options and the fair value of the Company’s common stock, based upon the closing price of the Company’s common stock as reported on the OTC Pink Market on December 31, 2016. The Black-Scholes method option pricing model was used to estimate the fair value of the option awards using the following range of assumptions. The simplified method was used to determine the expected life of grants to employees, as these granted options were determined to be “plain-vanilla” options. The full term was used for the expected life for options granted to consultants. Options Grants - Officers, Employees Options Grants - Options Grants - Options Grants - and Directors during Consultants during Consultants Mark-to- Consultants Mark-to- the Year the Year Market Adjustment at Market Adjustment at December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2016 Stock price $ 0.40 - 0.55 $ 0.40 - 0.55 $ 0.20 $ 0.01 Exercise price $ 0.55 $ 0.55 $ 0.55 $ 0.55 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 54% - 62 % 54% - 62 % 62 % 63 % Risk-free interest rate 1.56% - 1.87 % 1.70% - 2.24 % 1.70 % 2.10 % Expected life (in years) 6.11 10 9.18 - 9.84 8.18 - 8.84 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 $1,640,000 and $1,117,000 for the years ended December 31, 2016 and 2015, respectively, and was reflected in selling, general and administrative expenses on the accompanying consolidated statements of income. As of December 31, 2016, the unamortized value of options was $1,951,000. As of December 31, 2016, the unamortized portion will be expensed through November 2019 and the weighted average remaining amortization period was 1.9 years.

Equity

Equity	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Equity	Note 13 – Equity Preferred Stock The Company has no preferred stock issued. The Company’s amended and restated certificate of incorporation and amended and restated bylaws include provisions that allow the Company’s Board of Directors to issue, without further action by the stockholders, up to 1,000,000 shares of undesignated preferred stock. Warrant On April 29, 2014 in connection with a private placement of shares of Kitara’s common stock, the Company issued warrants to purchase an aggregate of 6,363,636 shares of common stock, including to certain of the Company’s directors and/or their affiliates. The warrants are exercisable at a price of $0.825 per share and expire on April 30, 2019. Common Stock The Company has one class of common stock outstanding with a total number of shares authorized of 500,000,000. As of December 31, 2016, the Company had outstanding 250,010,162 shares of common stock. Distributions to the Transferors During the year ended December 31, 2015, prior to the Reverse Merger on January 28, 2015, the Company declared and paid a distribution to the Transferors of $1,024,000 representing distributions declared in the normal course of pre-merger operating activities. Following the Reverse Merger, the Company made distributions of $80,000,000 to the Transferors as part of the Exchange and on October 30, 2015, paid $3,337,000 for the working capital adjustment both charged to additional paid-in capital. In addition, the Company, charged additional paid in capital for the Company’s estimated obligation for the present value (fair value) of the deferred purchase price obligation of $12,696,000 and a distribution to the Transferors to reimburse the Transferors for merger related fee incurred prior to the closing of the date of the Reverse Merger of $867,000.

Executive Bonus Plan

Executive Bonus Plan	12 Months Ended
	Dec. 31, 2016
Executive Bonus Plan [Abstract]
Executive Bonus Plan	Note 14 - Executive Bonus Plan The Company previously sponsored the Propel Media Incentive Profit Sharing Plan (the “Profit Sharing Plan”). Effective January 1, 2016, the Profit Sharing Plan was replaced with the Propel Media Executive Bonus Plan (the “Executive Bonus Plan”) for certain employees of the Company. The Executive Bonus Plan provides for bonuses based on the performance of the Company. Bonus expense for earned bonuses under both plans amounted to $871,000 and $1,459,000 for the years ended December 31, 2016 and 2015, respectively. The bonuses are included in salaries, commissions, benefits and related expenses within the Company’s consolidated statements of operations. At December 31, 2016 and 2015, the accrued executive bonuses were $268,000 and $416,000 respectively, and the amounts were included in accrued expenses within the consolidated balance sheets.

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Summary of Significant 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 Commission (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 forfeiture of customer deposits, the valuation allowance on deferred tax assets, valuation of goodwill and intangibles, recognition of revenue, and the valuation of stock options.
Cash	Cash The Company’s credit facility includes the Revolving Loan. The Company classifies a negative balance outstanding under the Revolving Loan as cash, as this amount is legally owed to the Company and is immediately available to be drawn upon by the Company.
Restricted Cash	Restricted Cash Restricted cash as of December 31, 2016 and 2015 was $0 and $94,000, respectively. As of December 31, 2015, restricted cash is comprised of a cash deposit to collateralize a letter of credit issued in favor of a landlord. The cash deposit was then released during 2016 after the Company moved out of its New Jersey office.
Accounts Receivable	Accounts Receivable Accounts receivable are stated at a gross invoice amount less an allowance for doubtful accounts. 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, 2016 and 2015 was $266,000 and $290,000, respectively.
Depreciation	Depreciation 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.
Intangible Assets	Intangible Assets The Company’s long-lived intangible assets, other than goodwill, are assessed for impairment when events or circumstances indicate there may be an impairment. These assets were initially recorded at their estimated fair value at the time of acquisition and assets not acquired in acquisitions were recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other intangible assets with indefinite life are reduced to their estimated fair value through an impairment charge to our condensed consolidated statements of operations
Capitalization of Internally Developed Software	Capitalization of Internally Developed Software 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 ranging from 12 months to 36 months. The Company evaluates these assets for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Based upon the decline in performance of the Health Guru operations, the Company recorded impairment charges of $54,000 and $0 for the years ended December 31, 2016 and 2015, respectively, to record the write off of the book value of Health Guru’s internally developed capitalized software. These impairment charges were included in the impairment of software and intangible assets within the consolidated statement of income.
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. Under the two-step quantitative impairment test, the evaluation of impairment involves comparing the current fair value of each reporting unit to its carrying value, including goodwill. In the event the estimated fair value of the Company is less than the carrying value, additional analysis would be required. The additional analysis would compare the carrying amount of the reporting unit’s goodwill with the implied fair value of that goodwill. The implied fair value of goodwill is the excess of the fair value of the reporting unit over the fair value amounts assigned to all of the assets and liabilities of that unit as if the reporting unit was acquired in a business combination and the fair value of the reporting unit represented the purchase price. If the carrying value of goodwill exceeds its implied fair value, an impairment loss equal to such excess would be recognized, which could significantly and adversely impact reported results of operations and stockholders' equity. On January 28, 2015, in connection with the Reverse Merger, the Company used both a discounted cash flows approach and a guideline companies’ model approach to estimate the current fair value of Kitara in connection with the reverse business combination of Kitara. The guideline companies’ method utilizes financial and market data on publicly traded securities of companies engaged in business pursuits similar to those of Kitara, from which prevailing investor attitudes and expectations are developed. Differences between the publicly traded companies and Kitara are analyzed and considered in order to develop representative market multiples, which, in turn, were applied to Kitara’s operating results to develop an indication of value. As of December 31, 2016, the Company evaluated goodwill for potential impairment. Pursuant to the accounting guidance, the Company elected to initially assess certain qualitative factors in order to determine whether a quantitative analysis was required. Since the carrying amount of the Company’s reporting unit was negative, in evaluating the qualitative factors, the Company was required to determine whether there were any adverse qualitative factors pointing to a conclusion that an impairment of goodwill exists. If so, then the Company would need to conduct the second step of the impairment test in order to measure the amount of impairment, if any. In its evaluation, the Company evaluated macroeconomic, industry and market conditions, trends in financial performance, Company specific events which might adversely impact the fair value of the reporting unit, as well as whether there were any significant differences between the carrying amounts and the estimated fair values of the reporting unit's assets and liabilities, and/or the existence of significant unrecognized intangibles. Based upon this qualitative evaluation, the Company determined that as of December 31, 2016, in the aggregate, such factors did not point to a conclusion that an impairment of goodwill would exist. Based upon this evaluation, the Company concluded that there was no goodwill impairment as of December 31, 2016.
Debt Issuance Costs	Debt Issuance Costs Debt issuance costs (principally legal and other fees) are charged as debt discounts and are amortized over the term of the related loan using the effective interest method. Amortization of debt issuance costs amounted to $243,000 and $244,000
Advertiser Deposits	Advertiser Deposits Advertiser deposits consist primarily of prepayment amounts on deposit from advertiser customers and are recorded as an advertiser deposit liability which represents deferred revenue. These deposits to the extent unused are contractually non-refundable if the advertiser elects not to continue with the Company’s services after 6 months of inactivity. However, the Company has a practice of providing refunds or reactivations to customers for which it does not have the contractual obligation to do so for business development purposes. Advertiser deposits which are not expected to be refunded or re-applied are deemed forfeited and at such time are recognized as revenue.
Revenue Recognition	Revenue Recognition Propel generates revenue from advertisers by serving their ads to a user audience consisting of the Company’s owned and operated network, users of our third party application partners’ properties and users from our publisher driven traffic. In all cases, our revenue is generated when an advertisement is served by us or when a user action occurs based on the advertisement we served (i.e., a view, a click, a conversion action, etc.). There is a specific transaction that triggers a billable instance. The Company recognizes revenue in accordance with ASC Topic 605, “Revenue Recognition” (“ASC 605”). 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 gross advertising campaign revenue is recognized in the period that the advertising impressions, clicks or actions occur, provided that all other revenue recognition criteria have been met. The Company’s agreements do not require a guaranteed minimum number of impressions, clicks or actions. With respect to advertising campaign activities, the Company acts as a principal in that it is the primary obligor to the advertiser customer. The amounts on deposit from customers are recorded as an advertiser deposit liability in the accompanying consolidated balance sheets.
Cost of Revenues	Cost of Revenues Costs of revenue consists of marketing expenses to obtain new users for the Company’s owned and operated properties, publisher costs of third-party networks and properties, transaction costs and revenue-sharing costs to third party application developer partners.
Leases	Leases The Company amortizes its office lease costs on a straight line basis over the minimum lease term. The Company leases computer hardware and software and office equipment with varying lease terms.
Technology, Development and Maintenance	Technology, Development and Maintenance Technology, development and maintenance costs are expensed as incurred and are included in operating expenses. The Company incurred technology, development, and maintenance costs of $3,448,000 and $3,992,000 for the years ended December 31, 2016 and 2015, respectively.
Concentration of Credit Risk and Significant Customers	Concentration of Credit Risk and Significant Customers The Company’s concentration of credit risk includes its concentrations from key customers and vendors. The details of these significant vendors are presented in the following table for the years ended December 31, 2016 and 2015. There were no concentrations of revenue or accounts receivable from key customers and no vendor concentrations within accounts payable during these periods For the Year Ended December 31, 2016 2015 The Company’s largest vendors reported in cost of revenues are presented as a percentage of the Company’s aggregate cost of revenues 18.0%, 17.1%, and 15.6% of cost of revenues from three vendors respectively None over 10% Financial instruments that potentially subject the Company to concentrations 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 $250,000. As of December 31, 2016 and 2015, the Company held cash balances in excess of federally insured limits. The company extends credit 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.
Income Taxes	Income Taxes Effective January 28, 2015, the Company completed its Reverse Merger, whereby Propel Media (a limited liability company) was deemed to be the accounting acquirer of Kitara (a C corporation). The historical financial statements were those of Propel Media. From the date of the Reverse Merger, the Company’s results of operations began to be taxed as a C corporation. Prior to the Reverse Merger, the Company’s operations were taxed as a limited liability company, whereby the Company elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying consolidated financial statements for the periods prior to January 28, 2015. This change in tax status to a taxable entity resulted in the recognition of a net deferred tax asset based on the expected tax consequences of temporary differences between the book and tax basis of the Company’s assets at the date of the Reverse Merger. This resulted in a deferred tax benefit of $31,735,000 being recognized upon the consummation of the Reverse Merger, and was determined using an effective tax rate of 38.9%. This tax benefit was principally on account of a step up in basis of Propel Media for income tax purposes. There was no step up in basis for accounting purposes. In connection with the Reverse Merger with Kitara, the Company recorded deferred tax assets of $2,843,000, representing principally net operating loss carryforwards (“NOL’s”). The unaudited pro forma computation of income tax expense included in the consolidated statement of income for the year ended December 31, 2015, represents the tax effects that would have been reported had the Company been subject to U.S. federal and state income taxes as a corporation for all periods presented. Pro forma income tax expense is based upon the statutory income tax rates and adjustments to income for estimated permanent differences occurring during each period. Actual rates and expenses could have differed had the Company actually been subject to U.S. federal and state income taxes for all periods presented. Therefore, the unaudited pro forma amounts are for informational purposes only and are intended to be indicative of the results of operations had the Company been subject to U.S. federal and state income taxes as a corporation for all periods presented. 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 liabilities and assets are determined based on the difference between the financial statement basis 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 carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2016 and 2015, no liability for unrecognized tax benefits was required to be reported. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense.
Net Income per Share	Net Income per Share Earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings 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 and warrants. For the year ended December 31, 2016, the Company excluded potential common shares resulting from the exercise of stock options (23,351,875 potential common shares) and of warrants (6,363,636 potential common shares) as their inclusion would be anti-dilutive. For the year ended December 31, 2015, the Company excluded potential common shares resulting from the exercise of stock options (28,755,000 potential common shares) and of warrants (6,363,636 potential common shares) as their inclusion would be anti-dilutive.
Stock-based Compensation Policy	Stock-based 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 for a pool of peer companies 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 its 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. The Company accounts for stock options granted to consultants pursuant to the accounting guidance included in ASC 505-50 “Equity-Based Payments to Non-Employees” (“ASC 505-50”). Stock-based compensation cost is measured at the grant date and at the end of each reporting period for unvested awards, based on the fair value of the award, and is recognized as expense over the consultant’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s stock options granted to consultants 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. In accordance with ASC 505-50, the Company recorded adjustments at the end of each reporting period to reflect the mark-to-market adjustment of the fair value of unvested awards granted to consultants. In connection with the mark-to-market adjustments at December 31, 2016 and 2015, the Company utilized the closing price of the Company’s common stock, as published on the OTC Pink Market, operated by OTC Markets Group (“OTC Pink Market”), as an input to the Black Scholes option-pricing model for the fair value of its common stock.
Subsequent events	Subsequent events The Company has evaluated events that occurred subsequent to December 31, 2016 through the date these consolidated financial statements were issued. Management has concluded that there were no subsequent events that required disclosure in these consolidated financial statements.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, US GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company has adopted ASU 2014-15 effective December 31, 2016 and such adoption did not have a material impact on the Company’s financial position and results of operations. In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement Period Adjustments”. ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. The Company has adopted ASU 2015-16 effective January 1, 2016 and such adoption did not have a material impact on the Company’s financial position and results of operations. On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosures about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of this ASU will have on the consolidated financial statements. On March 30, 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718). This update requires that all excess tax benefits and tax deficiencies arising from share-based payment awards should be recognized as income tax expense or benefit on the income statement. The amendment also states that excess tax benefits should be classified along with other income tax cash flows as an operating activity. In addition, an entity can make an entity-wide accounting policy election to either estimate the number of awards expected to vest or account for forfeitures as they occur. The provisions of this update are effective for annual and interim periods beginning or after December 15, 2016. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. In April 2016, the FASB issued Accounting Standards Update ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606), “Identifying Performance Obligations and Licensing” (“ASU 2016-10”). ASU 2016-10 clarifies the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ASU 2016-10 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017, with early application permitted. The Company is currently evaluating the impact the adoption of this new standard will have on its consolidated financial statements. In May 2016, the FASB issued Accounting Standards Update ASU No. 2016-12 “Revenue from Contracts with Customers (Topic 606)”, “Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). The core principal of ASU 2016-12 is the recognition of revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions of this update are effective for annual and interim periods beginning after December 15, 2017, with early application permitted. The Company is currently evaluating the impact the adoption of this standard will have on its financial statements . In August 2016, the FASB issued Accounting Standards Update ASU No. 2016-15 “Statement of Cash Flows (Topic 230)”, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). The amendments for this update provide guidance on the eight specific cash flows: debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The provisions of this update are effective for annual and interim periods beginning after December 15, 2016, with early application permitted. The Company has adopted ASU 2016-15 effective December 31, 2016 and such adoption did not have a material impact on the Company’s consolidated financial position and results of operations. In November 2016, the FASB issued Accounting Standards Update ASU No. 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The provisions of this update are effective for annual and interim periods beginning after December 15, 2017, with early application permitted. The amendments in this update do not provide a definition of restricted cash or restrict cash equivalents. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2014-04”). To simplify the subsequent measurement of goodwill, the Board eliminated Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The Board also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The provisions of this update are effective for annual and interim periods beginning after December 15, 2019, with early application permitted after January 1, 2017. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2016
Summary of Significant Accounting Policies [Abstract]
Summary of concentration of credit risk	For the Year Ended December 31, 2016 2015 The Company’s largest vendors reported in cost of revenues are presented as a percentage of the Company’s aggregate cost of revenues 18.0%, 17.1%, and 15.6% of cost of revenues from three vendors respectively None over 10%

Reverse Business Combination 24

Reverse Business Combination and Recapitalization (Tables)	12 Months Ended
	Dec. 31, 2016
Reverse Business Combination and Recapitalization [Abstract]
Schedule obligations to transferors outstanding under the exchange agreement	As of December 31, 2016 2015 Amount due on or before June 30, 2019 (pursuant to amendment dated January 26, 2016) $ 10,000,000 $ 10,000,000 Amount due January 28, 2019 6,000,000 6,000,000 Total, gross 16,000,000 16,000,000 Less: discount (1,431,000 ) (2,077,000 ) Total, net $ 14,569,000 $ 13,923,000
Schedule of unaudited pro forma combined financial information	For the Year Ended December 31, Revenues $ 79,736,000 Net income $ 2,241,000 Pro forma net income per common share, basic and diluted $ 0.01 Pro forma weighted average number of common shares outstanding - basic and diluted 250,010,162

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Schedule of property and equipment, net	As of December 31, 2016 2015 Leasehold improvements $ 751,000 $ 747,000 Furniture and equipment 2,213,000 2,226,000 Computer software 7,250,000 6,150,000 10,214,000 9,123,000 Less: Accumulated depreciation (8,620,000 ) (6,598,000 ) $ 1,594,000 $ 2,525,000

Intangibles (Tables)

Intangibles (Tables)	12 Months Ended
	Dec. 31, 2016
Intangibles [Abstract]
Schedule of intangible assets	As of December 31 2016 2015 Domain and trade names (indefinite life) $ 20,000 $ 20,000 Video library - 313,000 Total Intangible Assets 20,000 333,000 Less: Accumulated amortization - (145,000 ) Net $ 20,000 $ 188,000

Financing Agreement (Tables)

Financing Agreement (Tables)	12 Months Ended
	Dec. 31, 2016
Financing Agreement [Abstract]
Schedule of obligations outstanding under term loan	As of December 31 2016 2015 Principal $ 67,531,000 $ 74,531,000 Discounts (1,787,000 ) (2,793,000 ) Accreted value of the Deferred Fee ($12,500,000) 6,344,000 3,117,000 Net 72,088,000 74,531,000 Less: Current portion (6,089,000 ) (5,997,000 ) Long-term portion $ 65,999,000 $ 68,858,000
Summary of future minimum payments	For the years ended December 31, Term Loan 2017 7,000,000 2018 7,000,000 2019 53,531,000 Total, gross 67,531,000 Less: debt discount (1,787,000 ) Plus: accreted value through December 31, 2016 of the Deferred Fee ($12,500,000) 6,344,000 Total, net 72,088,000 Less: current portion (6,089,000 ) Long-term debt $ 65,999,000

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies [Abstract]
Schedule of approximate future minimum rental payments under the operating lease agreements	Years Ending December 31, Amount 2017 594,000 2018 458,000 $ 1,052,000

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Taxs [Abstract]
Schedule of income tax benefit	For the Year Ended Current 2016 2015 Federal $ 1,374,000 $ 500,000 State 140,000 141,000 Total current 1,514,000 641,000 Deferred Federal (585,000 ) (25,570,000 ) State 2,968,000 (5,661,000 ) Total deferred 2,383,000 (31,231,000 ) Total Income Tax Expense (Benefit) $ 3,897,000 $ (30,590,000 )
Schedule of difference between effective income tax rate and federal statutory corporate tax rate	For the Year Ended 2016 2015 Statutory federal tax rate 34.0 % 34.0 % State taxes, net of federal benefit 2.1 % 2.7 % Transaction costs - % 2.3 % Permanent differences: Removal of Propel Media pre-merger book net income - % (15.6 %) Change in income tax status of Propel Media - % (619.0 %) Return to provision Adjustments 4.4 % - % Change in expected state rate for reversal of deferred tax benefit 43.7 % - % Addition of Kitara pre-merger book net loss - % (1.4 %) Other 2.8 % 0.4 % Total 87.0 % (596.6 %)
Schedule of deferred tax assets and liabilities	For the Year Ended 2016 2015 Deferred tax assets Intangible – Propel Media step-up $ 26,354,000 $ 30,195,000 Net operating loss carryforward 1,775,000 1,975,000 Accrued vacation 146,000 116,000 Amortization of intangibles 380,000 411,000 Non-qualified stock options 1,081,000 641,000 Bad debt 96,000 112,000 Debt amortization 2,300,000 1,203,000 Other (18,000 ) 190,000 Gross deferred tax assets 32,114,000 34,843,000 Deferred tax liabilities Amortization of intangibles - (435,000 ) Depreciation (423,000 ) (334,000 ) Gross deferred tax liabilities (423,000 ) (769,000 ) Net deferred tax assets $ 31,691,000 $ 34,074,000

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2016
Stock-Based Compensation [Abstract]
Schedule of summary of stock option awards	Number of Options Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Aggregate Intrinsic Outstanding at January 1, 2016 28,755,000 $ 0.48 $ 0.22 7.6 $ 40,000 Granted - - - - - Exercised - - - - Forfeited, expired or canceled 5,403,125 0.42 0.21 - Outstanding at December 31, 2016 23,351,875 $ 0.49 $ 0.27 6.9 $ - Exercisable at December 31, 2016 13,911,889 $ 0.46 $ 0.25 6.0 $ -
Schedule of expected life for options granted to consultants	Options Grants - Officers, Employees Options Grants - Options Grants - Options Grants - and Directors during Consultants during Consultants Mark-to- Consultants Mark-to- the Year the Year Market Adjustment at Market Adjustment at December 31, 2015 December 31, 2015 December 31, 2015 December 31, 2016 Stock price $ 0.40 - 0.55 $ 0.40 - 0.55 $ 0.20 $ 0.01 Exercise price $ 0.55 $ 0.55 $ 0.55 $ 0.55 Dividend yield 0 % 0 % 0 % 0 % Expected volatility 54% - 62 % 54% - 62 % 62 % 63 % Risk-free interest rate 1.56% - 1.87 % 1.70% - 2.24 % 1.70 % 2.10 % Expected life (in years) 6.11 10 9.18 - 9.84 8.18 - 8.84

Organization and Description 31

Organization and Description of Business (Details)	1 Months Ended		12 Months Ended
	Apr. 27, 2016USD ($)	Apr. 26, 2016	Dec. 31, 2016USD ($)Customers	Jan. 28, 2015USD ($)
Organization and Description of Business (Textual)
Advertiser customers | Customers			1,400
Aggregate principal amount of term debt				$ 81,000,000
Revolving credit facility maximum borrowing capacity				$ 15,000,000
Ownership percentage			50.00%
Percentage of workforce reduced		20.00%
Cash payment received on sale of asset	$ 54,000		$ 54,000
Contingent consideration, description	(i) upon each closing of a capital raise from an outside third party conducted by the purchaser for the Health Guru business, up to $200,000 in the aggregate among all such closings, provided that only 5% of the net proceeds (after deducting commissions and expenses) from any such raise shall be used to satisfy this payment obligation and (ii) quarterly payments over the 36 months following the closing date equal to 50% of the quarterly profits generated in full, or in part, by the assets, provided that such contingent payments shall not exceed $2,000,000 in the aggregate.
Kitara [Member]
Organization and Description of Business (Textual)
Ownership percentage				38.30%
Transferors [Member]
Organization and Description of Business (Textual)
Ownership percentage				61.70%

Liquidity and Capital Resourc32

Liquidity and Capital Resources (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Liquidity and Capital Resources (Textual)
Cash on hand	$ 2,823,000	$ 1,629,000	$ 3,675,000
Working capital deficit	3,714,000
Net income (loss)	581,000	35,711,000
Income loss before income tax expense	4,478,000	5,121,000
Income tax benefit	3,897,000	(30,590,000)
Charges of income tax	1,956,000
Revolving credit facility outstanding balance		$ 1,762,000
Borrowing amount available under credit facility	4,072,000
Borrowing under revolving loan	4,072,000
Proceeds net of principal repayments	7,000,000
Repayments revolving loans receivable	$ 1,762,000

Summary of Significant Accoun33

Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cost of revenues [Member] | Vendor [Member]
Summary of concentration of credit risk
Concentration risk, description	18.0%, 17.1%, and 15.6% of cost of revenues from three vendors respectively	None over 10%.

Summary of Significant Accoun34

Summary of Significant Accounting Policies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Summary of Significant Accounting Policies (Textual)
Restricted cash		$ 94,000
Allowance for doubtful accounts	266,000	290,000
Impairment charges	183,000	301,000
Amortization of debt issuance costs	243,000	244,000
Research and development expense	3,448,000	$ 3,992,000
FDIC insured amount	250,000
Deferred tax benefit	31,735,000
Deferred tax assets	$ 2,843,000
Income tax rate	50.00%
Effective tax rate	87.00%	(596.60%)
Propel Media LLC [Member]
Summary of Significant Accounting Policies (Textual)
Effective tax rate	38.90%
Internally Developed Software [Member]
Summary of Significant Accounting Policies (Textual)
Impairment charges	$ 54,000	$ 0
Computer Equipment and Purchased Software [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	3 years
Warrant [Member]
Summary of Significant Accounting Policies (Textual)
Potential common shares	6,363,636	6,363,636
Stock Option [Member]
Summary of Significant Accounting Policies (Textual)
Potential common shares	23,351,875	28,755,000
Maximum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	36 months
Maximum [Member] | Furniture and equipment [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	5 years
Minimum [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	12 months
Minimum [Member] | Furniture and equipment [Member]
Summary of Significant Accounting Policies (Textual)
Estimated useful life	3 years

Reverse Business Combination 35

Reverse Business Combination and Recapitalization (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Reverse Business Combination and Recapitalization [Abstract]
Amount due on or before June 30, 2019 (pursuant to amendment dated January 26, 2016)	$ 10,000,000	$ 10,000,000
Amount due January 28, 2019	6,000,000	6,000,000
Total, gross	16,000,000	16,000,000
Less: discount	(1,431,000)	(2,077,000)
Total, net	$ 14,569,000	$ 13,923,000

Reverse Business Combination 36

Reverse Business Combination and Recapitalization (Details 1)	12 Months Ended
	Dec. 31, 2015USD ($)$ / sharesshares
Reverse Business Combination and Recapitalization [Abstract]
Revenues	$ 79,736,000
Net income	$ 2,241,000
Pro forma net income per common share, basic and diluted | $ / shares	$ 0.01
Pro forma weighted average number of common shares outstanding - basic and diluted | shares	250,010,162

Reverse Business Combination 37

Reverse Business Combination and Recapitalization (Details Textual) - USD ($)	1 Months Ended		12 Months Ended
	Jun. 30, 2016	Jan. 28, 2015	Dec. 31, 2016	Dec. 31, 2015	Jan. 26, 2016
Reverse Business Combination and Recapitalization (Textual)
Deferred obligation payable in cash					$ 10,000,000
Obligations to transferors			$ 10,000,000	$ 10,000,000
Deferred payment			6,000,000	6,000,000
Unpaid amount of deferred obligation received			$ 10,000,000
Interest rate			10.00%
Fair value of deferred fixed cash payments to transferors			$ 12,696,000
Discount of payments to transferors			3,304,000
Amortization of obligation, remaining term			$ 418,000
Effective interest rate on obligation reduced			1.25%
Unamortized discount			$ 10,000,000
Amortization of discount due to transferors			645,000	1,227,000
Unamortized discount			$ 1,431,000	2,077,000
Ownership percentage			50.00%
Repayment of first note balance			$ 102,000
Face value of note payable to stockholder			200,000
Gain from extinguishment of debt			106,000
Cash payment forgave by Mr Regular	$ 5,000
Board of directors [Member]
Reverse Business Combination and Recapitalization (Textual)
Deferred obligation payable in cash			$ 10,000,000		$ 10,000,000
Propel Media LLC [Member]
Reverse Business Combination and Recapitalization (Textual)
Cash		$ 80,000,000
Shares of Propel common stock		154,125,921
Business combination description		(i) $80,000,000 in cash, (ii) 154,125,921 shares of Propel common stock, (iii) the right to receive performance-based "earn out" payments that enables the Transferors to receive up to an additional $40,000,000 in cash or stock consideration based on Propel Media reaching certain earnings before interest, taxes, depreciation and amortization ("EBITDA") levels during the 2015 to 2018 fiscal years, (iv) the right to receive on or prior to June 30, 2019, a $10,000,000 payment (the "Deferred Obligation") in cash and/or shares of Propel common stock, and (v) the right to receive immediately after the payment of certain fees to Highbridge on or about January 28, 2019, the $6,000,000 Deferred Payment in cash (the "Exchange").
Cash or stock consideration		$ 40,000,000
Interest rate		1.00%
Interest accrued on amount due to transferors				$ 867,000
Ownership percentage		61.70%
Market rate percentage				10.00%
Deferred payment, description		Deferred Obligation from the raising of capital via an equity financing or from available working capital. The Company is required to use its reasonable best efforts to complete equity financings that would raise sufficient net proceeds to pay the $10,000,000 Deferred Obligation in cash to the Transferors on or before June 30, 2019 (the "Equity Financing Period"). In addition, the Company's board of directors, at least two times per year during the Equity Financing Period is obligated to determine, in its sole and absolute discretion, the amount, if any, of the Company's working capital available to be used to pay all or a portion of the $10,000,000 Deferred Obligation in cash, taking into account such factors as it may deem relevant. If the Company's board of directors determines that there is available working capital to pay all or a portion of the $10,000,000 Deferred Obligation, the Company must use its reasonable best efforts to promptly obtain any required lender consent and, if such consent is obtained, must promptly pay to the Transferors an amount in cash equal to such available working capital. Finally, Mr. Jared Pobre, one of the former members of Propel Media, on behalf of the Transferors, is permitted to elect, during the ten day period following each December 31st during the Equity Financing Period, commencing December 31, 2016, to receive any unpaid amount of the $10,000,000 Deferred Obligation in shares of the Company's common stock.
Kitara [Member]
Reverse Business Combination and Recapitalization (Textual)
Shares of Propel common stock		95,884,241
Interest rate				1.00%
Ownership percentage		38.30%
Outstanding balance				$ 106,000
Debt discount				$ 94,000
Market rate percentage				10.00%
Maturity date			Jan. 1, 2023

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 10,214,000	$ 9,123,000
Less: Accumulated depreciation	(8,620,000)	(6,598,000)
Property and equipment, net	1,594,000	2,525,000
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	751,000	747,000
Furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,213,000	2,226,000
Computer software [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 7,250,000	$ 6,150,000

Property and Equipment, Net (39

Property and Equipment, Net (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property and Equipment, Net (Textual)
Depreciation expense	$ 2,102,000	$ 1,792,000

Intangibles (Details)

Intangibles (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Indefinite-lived Intangible Assets [Line Items]
Total Intangible Assets	$ 20,000	$ 333,000
Less: Accumulated amortization		(145,000)
Net	20,000	188,000
Domain and trade names (indefinite life) [Member]
Indefinite-lived Intangible Assets [Line Items]
Total Intangible Assets	20,000	20,000
Video library [Member]
Indefinite-lived Intangible Assets [Line Items]
Total Intangible Assets		$ 313,000

Intangibles (Details Textual)

Intangibles (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Intangibles (Textual)
Impairment charges	$ 183,000	$ 301,000
Amortization expense	40,000	145,000
Fair Value, Inputs, Level 3 [Member]
Intangibles (Textual)
Impairment charges	$ 129,000	$ 0

Financing Agreement (Details)

Financing Agreement (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Less: Current portion	$ 6,089,000	$ 5,997,000
Long-term portion	65,999,000	68,858,000
Term Loan [Member]
Debt Instrument [Line Items]
Principal	67,531,000	74,531,000
Discounts	(1,787,000)	(2,793,000)
Accreted value of the Deferred Fee ($12,500,000)	6,344,000	3,117,000
Net	72,088,000	74,531,000
Less: Current portion	(6,089,000)	(5,997,000)
Long-term portion	$ 65,999,000	$ 68,858,000

Financing Agreement (Details 1)

Financing Agreement (Details 1) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Less: current portion	$ 6,089,000	$ 5,997,000
Long-term debt	65,999,000	$ 68,858,000
Term Loan [Member]
Debt Instrument [Line Items]
2,017	7,000,000
2,018	7,000,000
2,019	53,531,000
Total, gross	67,531,000
Less: debt discount	(1,787,000)
Plus: accreted value through December 31, 2016 of the Deferred Fee ($12,500,000)	6,344,000
Total, net	72,088,000
Less: current portion	(6,089,000)
Long-term debt	$ 65,999,000

Financing Agreement (Details Te

Financing Agreement (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Jan. 28, 2015
Financing Agreement (Textual)
Aggregate principal amount of term debt				$ 81,000,000
Amortization of the closing fee		$ 762,000	$ 767,000
Obligations to original issue discount		1,360,000	2,122,000
Interest expense accretion of deferred fee		3,227,000	3,117,000
Revolving credit facility outstanding balance			1,762,000
Available for future borrowing amount		4,072,000
Payments of debt issuance costs			916,000
Amortization of debt issuance costs		243,000	244,000
Amortization of the closing fee		762,000	767,000
Repayment of loan		$ 7,000,000	6,469,000
Debt instrument, interest rate per annum equal to or less than to LIBOR		10.00%
Term Loan [Member]
Financing Agreement (Textual)
Aggregate principal amount of term debt		$ 81,000,000
Borrowings under line of credit		7,500,000
Amortization of the closing fee		2,880,000
Deferred fee		12,500,000
Balance of accreted deferred fee		6,344,000
Payments of debt issuance costs		916,000
Unamortized amortized debt issuance costs		$ 428,000	$ 671,000
Quarterly installments, pricipal amount	$ 1,750,000
Repayment of loan	$ 1,219,000
Debt instrument, interest rate per annum equal to or less than to LIBOR		9.00%
Revolving Loan [Member]
Financing Agreement (Textual)
Revolving loan description		Each revolving loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of such Loan until repaid, at a rate per annum equal to 6.00% plus either (i) the LIBOR for the interest period in effect for such Loan (but not less than 1%) (7.0% during the year ended December 31, 2016), or (ii) the bank's reference rate (9.5% during the year ended December 31, 2016). For each revolving loan, the Company can choose to borrow either at the LIBOR or the reference rate. During the year ended December 31, 2016, the Company received a one-time favorable interest reduction of $190,000 from the Lenders related to the Revolving Loan.

Related-Party Transactions (Det

Related-Party Transactions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Oct. 06, 2014
Related-Party Transactions (Textual)
Ownership percentage of member interest			10.00%
Technology development services and other administrative services from related party	$ 3,283,000	$ 2,735,000
Due to the entity	7,000	3,000
Due to related party	200,000
Mr. Yeaton [Member]
Related-Party Transactions (Textual)
Due to related party	0	7,000
Other financial advisory and accounting services	$ 194,000	$ 525,000

Commitments and Contingencies46

Commitments and Contingencies (Details)	Dec. 31, 2016USD ($)
Commitments and Contingencies [Abstract]
2,017	$ 594,000
2,018	458,000
Total	$ 1,052,000

Commitments and Contingencies47

Commitments and Contingencies (Details Textual) - USD ($)	Mar. 11, 2016	Jun. 30, 2016	Apr. 22, 2016	Dec. 31, 2016	Dec. 31, 2015
Commitments and Contingencies (Textual)
Lease expiration date				Aug. 31, 2014
Lease term extended description				On March 30, 2011, the Company amended the agreement to substitute the premises for a new location and to extend the lease term to July 31, 2018.
Monthly rental payments	$ 8,245
Employment terminated description				Mr. Regular’s employment was terminated on April 22, 2016
Rent expense				$ 430,000	$ 770,000
Reversal of deferred rent				$ 123,000
Cash payment forgave by Mr Regular		$ 5,000
Employment agreements description				(i) an aggregate amount equal to 100% of his base salary, payable over the course of 12 months, subject to the Executive executing a general release of all claims against the Company, (ii) all valid expense reimbursements, and (iii) all accrued but unused vacation pay. In addition, all of Executive's equity awards, including the options described below, will fully vest and be exercisable for one year following the termination of employment.
Employment Agreements provide for base salaries				$ 14,123,000	$ 14,883,000
June 1, 2016 [Member]
Commitments and Contingencies (Textual)
Due to brokers				24,085
July 5, 2016 [Member]
Commitments and Contingencies (Textual)
Due to brokers				24,085
April 1, 2016 [Member]
Commitments and Contingencies (Textual)
Termination fees				95,330
Due to brokers				48,170
Security deposit				(16,674)
Mr. Regular [Member]
Commitments and Contingencies (Textual)
Employment agreements description			The Company will pay Mr. Regular (i) $536,986 in 12 monthly installments, (ii) all valid expense reimbursements through April 30, 2016, and (iii) all accrued but unused vacation pay through April 30, 2016. In addition, an option to purchase 2,400,000 shares at $0.20 per share held by Mr. Regular will fully vest and be exercisable until June 30, 2018 and an option to purchase 2,100,000 shares at $0.55 per share held by Mr. Regular will fully vest and be exercisable until April 30, 2017.
Stock based compensation			$ 489,000
Mr. Tseu [Member]
Commitments and Contingencies (Textual)
Employment Agreements provide for base salaries				486,000
Mr. Shapiro [Member]
Commitments and Contingencies (Textual)
Employment Agreements provide for base salaries				350,000
June 30, 2018 [Member]
Commitments and Contingencies (Textual)
Option to purchase vested shares			2,400,000
Options vested and exercisable, exercise price per share			$ 0.20
April 30, 2017 [Member]
Commitments and Contingencies (Textual)
Option to purchase vested shares			2,100,000
Options vested and exercisable, exercise price per share			$ 0.55
Note [Member]
Commitments and Contingencies (Textual)
Aggregate principal amount				$ 28,700,000

Defined Contributions Plans (De

Defined Contributions Plans (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Defined Contributions Plans (Textual)
Contribution expense	$ 222,000	$ 187,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Current
Federal	$ 1,374,000	$ 500,000
State	140,000	141,000
Total current	1,514,000	641,000
Deferred
Federal	(585,000)	(25,570,000)
State	2,968,000	(5,661,000)
Total deferred	2,383,000	(31,231,000)
Total Income Tax Expense (Benefit)	$ 3,897,000	$ (30,590,000)

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Taxs [Abstract]
Statutory federal tax rate	34.00%	34.00%
State taxes, net of federal benefit	2.10%	2.70%
Transaction costs		2.30%
Permanent differences:
Removal of Propel Media pre-merger book net income		(15.60%)
Change in income tax status of Propel Media		(619.00%)
Return to provision Adjustments	4.40%
Change in expected state rate for reversal of deferred tax benefit	43.70%
Addition of Kitara pre-merger book net loss		(1.40%)
Other	2.80%	0.40%
Total	87.00%	(596.60%)

Income Taxes (Details 2)

Income Taxes (Details 2) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets
Intangible - Propel Media step-up	$ 26,354,000	$ 30,195,000
Net operating loss carryforward	1,775,000	1,975,000
Accrued vacation	146,000	116,000
Amortization of intangibles	380,000	411,000
Non-qualified stock options	1,081,000	641,000
Bad debt	96,000	112,000
Debt amortization	2,300,000	1,203,000
Other	(18,000)	190,000
Gross deferred tax assets	32,114,000	34,843,000
Deferred tax liabilities
Amortization of intangibles		(435,000)
Depreciation	(423,000)	(334,000)
Gross deferred tax liabilities	(423,000)	(769,000)
Net deferred tax assets	$ 31,691,000	$ 34,074,000

Income Taxes (Details Textual)

Income Taxes (Details Textual)	12 Months Ended
	Dec. 31, 2016USD ($)
Income Taxes (Textual)
Net operating loss carryforwards of federal and state income tax	$ 5,221,000
Ownership percentage	50.00%
Description of net operating loss	Pursuant to IRC Section 382, changes in control occur when the stock ownership of one or more 5% shareholders (shareholders owning 5% or more of the Company's outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points. Management cannot control the ownership changes occurring as a result of public trading of the Company's Common Stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. In connection with the acquisition of Kitara, the Company prepared an analysis under IRC Section 382 and determined that (i) there was a more than 50% ownership change on January 28, 2015 and (ii) that of the $8,200,000 acquired net operating losses, only $6,535,000 would be eligible for carryover to future periods. The net operating losses are expected to expire in the years 2029 through 2034.

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - Stock Option [Member]	12 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares
Number of Options
Number of Options, Outstanding, Beginning Balance | shares	28,755,000
Number of Options, Granted | shares
Number of Options, Exercised | shares
Number of Options, Forfeited, expired or canceled | shares	5,403,125
Number of Options, Outstanding, Ending Balance | shares	23,351,875
Number of Options, Exercisable | shares	13,911,889
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, Beginning Balance	$ 0.48
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited, expired or canceled	0.42
Weighted Average Exercise Price Outstanding, Ending Balance	0.49
Weighted Average Exercise Price, Exercisable	0.46
Weighted Average Grant Date Fair Value
Weighted Average Grant Date Fair Value, Outstanding Beginning Balance	0.22
Weighted Average Grant Date Fair Value, Granted
Weighted Average Grant Date Fair Value, Exercised
Weighted Average Grant Date Fair Value, Forfeited, expired or canceled	0.21
Weighted Average Grant Date Fair Value, Outstanding Ending Balance	0.27
Weighted Average Grant Date Fair Value, Exercisable	$ 0.25
Weighted Average Remaining Contractual Life
Weighted-Average Remaining Contractual Life, Outstanding (Years)	7 years 7 months 6 days
Weighted-Average Remaining Contractual Life, Outstanding (Years)	6 years 10 months 24 days
Weighted-Average Remaining Contractual Life, Exercisable (Years)	6 years
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding Beginning Balance | $	$ 40,000
Aggregate Intrinsic Value, Outstanding Ending Balance | $
Aggregate Intrinsic Value, Exercisable | $

Stock-Based Compensation (Det54

Stock-Based Compensation (Details 1)	12 Months Ended
	Dec. 31, 2016$ / shares
Options Grants -Officers, Employees and Directors during the Year Ended December 31, 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price	$ 0.55
Dividend Yield	0.00%
Expected Life (in years)	6 years 1 month 10 days
Options Grants -Officers, Employees and Directors during the Year Ended December 31, 2015 [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Price	$ 0.55
Expected Volatility	62.00%
Risk-free interest rate	1.87%
Options Grants -Officers, Employees and Directors during the Year Ended December 31, 2015 [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Price	$ 0.40
Expected Volatility	54.00%
Risk-free interest rate	1.56%
Options Grants - Consultants during the Year Ended December 31, 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise Price	$ 0.55
Dividend Yield	0.00%
Expected Life (in years)	10 years
Options Grants - Consultants during the Year Ended December 31, 2015 [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Price	$ 0.55
Expected Volatility	62.00%
Risk-free interest rate	2.24%
Options Grants - Consultants during the Year Ended December 31, 2015 [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Price	$ 0.40
Expected Volatility	54.00%
Risk-free interest rate	1.70%
Options Grants - Consultants Mark-to- Market Adjustment at December 31, 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Price	$ 0.20
Exercise Price	$ 0.55
Dividend Yield	0.00%
Expected Volatility	62.00%
Risk-free interest rate	1.70%
Options Grants - Consultants Mark-to- Market Adjustment at December 31, 2015 [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected Life (in years)	9 years 10 months 2 days
Options Grants - Consultants Mark-to- Market Adjustment at December 31, 2015 [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected Life (in years)	9 years 2 months 5 days
Options Grants - Consultants Mark-to- Market Adjustment at December 31, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Price	$ 0.01
Exercise Price	$ 0.55
Dividend Yield	0.00%
Expected Volatility	63.00%
Risk-free interest rate	2.10%
Options Grants - Consultants Mark-to- Market Adjustment at December 31, 2016 [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected Life (in years)	8 years 10 months 2 days
Options Grants - Consultants Mark-to- Market Adjustment at December 31, 2016 [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected Life (in years)	8 years 2 months 5 days

Stock-Based Compensation (Det55

Stock-Based Compensation (Details Textual) - USD ($)	Nov. 03, 2015	Aug. 12, 2015	Mar. 06, 2015	May 20, 2015	Mar. 23, 2015	Jan. 28, 2015	Dec. 31, 2016	Dec. 31, 2015	Oct. 09, 2014
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares						7,995,635
Stock-based compensation expense							$ 1,640,000	$ 1,117,000
Unamortized value of options							$ 1,951,000
Unamortized expectected term of options							The unamortized portion will be expensed through November 2019
Unamortized weighted average remaining period							1 year 10 months 24 days
2014 Long-Term Incentive Plan [Member]
Stock-Based Compensation (Textual)
Fully-diluted shares of the company's common stock outstanding									26,172,326
Stock Option [Member] | Mr. Regular [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares			2,100,000
Stock Option [Member] | Mr. Tseu [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares			3,000,000
Stock Option [Member] | Mr. Shapiro [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares			3,000,000
Stock Option [Member] | Employees [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares			5,860,000
Exercise price			$ 0.55
Expected life			10 years
Stock option vesting description			Each of these options vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years.
Stock Option [Member] | Vendor [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares			4,500,000
Stock Option [Member] | Consultants [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares			150,000
Stock Option [Member] | Employees and Consultants [Member]
Stock-Based Compensation (Textual)
Exercise price			$ 0.55
Expected life			10 years
Stock option vesting description			Each of these options vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years.
Stock Option [Member] | Messrs. Ledecky and Humphreys [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares			750,000
Exercise price			$ 0.55
Expected life			10 years
Stock option vesting description			Options vests as to one-quarter of the underlying shares on March 6, 2016 and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years.
Stock Option [Member] | Jeff McCollum [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares					1,000,000
Exercise price					$ 0.55
Expected life					10 years
Stock option vesting description					Option vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years.
Stock Option [Member] | John Quelch [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares				350,000
Exercise price				$ 0.55
Stock option vesting description				Option was granted under the 2014 Plan, has an exercise price of $0.55 per share and vests as to one-third of the underlying shares on the first anniversary of the grant and vesting as to the remainder of the underlying shares in eight equal quarterly installments over the following two years.
Stock Option [Member] | Board of Directors [Member]
Stock-Based Compensation (Textual)
Exercise price			$ 0.55
Expected life			10 years
Stock option vesting description			Each of the options vests as to one-quarter of the underlying shares on March 6, 2016 and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years.
Option Grant [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares		375,000
Exercise price		$ 0.55
Expected life		10 years
Stock option vesting description		Options vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years.
Option Grant One [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares	150,000
Exercise price	$ 0.55
Expected life	10 years
Stock option vesting description	Options vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years.
Option Grant Two [Member]
Stock-Based Compensation (Textual)
Stock option granted to purchase of common stock shares	190,000
Exercise price	$ 0.55
Expected life	10 years
Stock option vesting description	Options vests as to one-quarter of the underlying shares on the anniversary of the date of the grant and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years.

Equity (Details)

Equity (Details) - USD ($)	Apr. 29, 2014	Dec. 31, 2016	Dec. 31, 2015
Equity (Textual)
Preferred stock, shares authorized		1,000,000	1,000,000
Warrants exercisable price	$ 0.825
Warrants expire share	Apr. 30, 2019
Common stock, shares authorized		500,000,000	500,000,000
Common stock, shares outstanding		250,010,162	250,010,162
Warrants to purchase of common stock shares	6,363,636
Distributions to transferors - prior to reverse merger			$ (1,024,000)
Distributions to transferors in cash			(80,000,000)
Distributions to members - working capital adjustment			(3,337,000)
Distribution obligation to Transferors			(12,696,000)
Distributions to transferors - transaction fee reimbursements			$ (867,000)

Executive Bonus Plan (Details)

Executive Bonus Plan (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Executive Bonus Plan (Textual)
Bonus expenses	$ 871,000	$ 1,459,000
Accrued executive bonuses	$ 268,000	$ 416,000