Propel Media (PROM) 10-Q 14 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 14, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Propel Media, Inc.
Entity Central Index Key	1,622,822
Amendment Flag	false
Trading Symbol	PROM
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		250,010,162

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current assets
Cash	$ 8,764,000	$ 5,081,000
Accounts receivable, net	7,418,000	9,502,000
Prepaid expenses & other current assets	975,000	1,157,000
Total current assets	17,157,000	15,740,000
Property and equipment, net	3,658,000	3,315,000
Intangible assets	1,135,000	1,201,000
Goodwill	6,028,000	6,028,000
Deferred tax assets, net	18,807,000	18,932,000
Other assets	138,000	137,000
Total assets	46,923,000	45,353,000
Current liabilities
Accounts payable	2,494,000	4,419,000
Accrued expenses	4,867,000	4,252,000
Advertiser deposits	1,444,000	2,137,000
Current portion of long-term debt	66,095,000	6,181,000
Current portion of obligations to transferors	5,522,000
Total current liabilities	80,422,000	16,989,000
Long-term debt, less current portion, net		60,725,000
Obligations to transferors, less current portion, net	9,846,000	15,203,000
Total liabilities	90,268,000	92,917,000
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 March 31, 2018 and December 31, 2017	25,000	25,000
Additional paid-in capital	3,964,000	3,717,000
Accumulated deficit	(47,334,000)	(51,306,000)
Total stockholders' deficit	(43,345,000)	(47,564,000)
Total liabilities and stockholders' deficit	$ 46,923,000	$ 45,353,000

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Income (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenues	$ 20,920,000	$ 18,632,000
Cost of revenues	5,562,000	6,933,000
Gross profit	15,358,000	11,699,000
Operating expenses:
Salaries, commissions, benefits and related expenses	4,245,000	3,085,000
Technology, development and maintenance	1,577,000	817,000
Marketing and promotional	90,000	17,000
General and administrative	510,000	353,000
Professional services	421,000	276,000
Depreciation and amortization	462,000	397,000
Impairment of software and video library		20,000
Operating expenses	7,305,000	4,965,000
Operating income	8,053,000	6,734,000
Other expense:
Interest expense, net	(2,824,000)	(2,911,000)
Total other expense	(2,824,000)	(2,911,000)
Income before income tax expense	5,229,000	3,823,000
Income tax expense	(1,257,000)	(1,425,000)
Net income	$ 3,972,000	$ 2,398,000
Net income per common share, basic and diluted	$ 0.02	$ 0.01
Weighted average number of common shares outstanding, basic and diluted	250,010,162	250,010,162

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - 3 months ended Mar. 31, 2018 - USD ($)	Total	Common stock	Additional Paid - In Capital	Accumulated Deficit
Balance at Dec. 31, 2017	$ (47,564,000)	$ 25,000	$ 3,717,000	$ (51,306,000)
Balance (in shares) at Dec. 31, 2017		250,010,162
Stock based compensation - amortization of stock options	247,000		247,000
Net income	3,972,000			3,972,000
Balance at Mar. 31, 2018	$ (43,345,000)	$ 25,000	$ 3,964,000	$ (47,334,000)
Balance (in shares) at Mar. 31, 2018		250,010,162

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash Flows From Operating Activities
Net income	$ 3,972,000	$ 2,398,000
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense	89,000	4,000
Stock-based compensation	247,000	229,000
Depreciation and amortization	462,000	397,000
Accretion of debt premium	727,000	769,000
Amortization of debt discount	160,000	177,000
Amortization of debt issuance costs	50,000	56,000
Interest accrued on amount due to Transferors	165,000	152,000
Impairment of intangible assets and software		20,000
Deferred income taxes	125,000	194,000
Changes in assets and liabilities:
Accounts receivable	1,995,000	(716,000)
Prepaid expenses and other current assets	182,000	125,000
Other assets		6,000
Accounts payable	(1,925,000)	1,212,000
Accrued expenses	616,000	235,000
Advertiser deposits	(693,000)	(405,000)
Other non-current liabilities		(47,000)
Net cash provided by operating activities	6,172,000	4,806,000
Cash Flows From Investing Activities
Purchase of property and equipment	(739,000)	(278,000)
Net cash used in investing activities	(739,000)	(278,000)
Cash Flows From Financing Activities
Repayment of long-term debt	(1,750,000)	(1,750,000)
Repayment under line of credit	(18,427,000)	(15,726,000)
Borrowing under line of credit	18,427,000	15,726,000
Net cash used in financing activities	(1,750,000)	(1,750,000)
Net increase in cash	3,683,000	2,778,000
Cash
Beginning of period	5,081,000	2,823,000
End of period	8,764,000	5,601,000
Cash paid during the period for:
Interest	1,600,000	1,756,000
Income taxes	$ 108,000	$ 20,000

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2018
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 to 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, Kitara Media Corp. (“Kitara”), a Delaware corporation, and DeepIntent Technologies, Inc. (“DeepIntent”), a Delaware corporation. Propel, Propel Media, Kitara, DeepIntent and their respective subsidiaries are collectively referred to herein as 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 users 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 users and acquire customers. 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 user base 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 and such partners receive permission from their users to serve ads to them. Propel’s offerings to its advertising customers will increasingly leverage DeepIntent’s integrated data and programmatic buying platform. This platform provides a data-driven approach to programmatic advertising that integrates into its data management platform traditional first-party data (such as client CRM data) and cookie-based third-party user data in order to build an enriched profile of a brand’s target audiences. Leveraging DeepIntent’s artificial intelligence tools, these profiles are supplemented with real-time consumer interest data using DeepIntent’s proprietary Natural Language Processing (NLP) algorithms. With a holistic view of each user’s interests and behaviors, DeepIntent’s demand side platform provides tools to accurately price the value of each user with respect to the goals of the advertiser while simultaneously providing brands with the confidence that their ads will appear in a “brand safe” environment. Additionally, this acquisition gives the Company the ability to offer its advertisers programmatic inventory across all screens, including desktop, mobile, tablet and connected TV. Propel also provides solutions to advertisers through its publisher business model with a channel of direct publishers, networks and exchanges. These supply channels expand the Company’s ability to serve advertising. In this model, the advertising units are served to users through a website, and the Company serves advertising units to the user in coordination with the publisher, network or exchange.

Liquidity and Capital Resources

Liquidity and Capital Resources	3 Months Ended
	Mar. 31, 2018
Liquidity and Capital Resources [Abstract]
Liquidity and Capital Resources	Note 2 - Liquidity and Capital Resources As of March 31, 2018, the Company’s cash on hand was $8,764,000 and the Company had a working capital deficit of $63,265,000. The working capital was in a deficit position as of March 31, 2018 because the full balance of the Term Loan of $66,095,000, which becomes due in January 2019, is being reflected as a current liability. Please see Note 6 – Financing Agreement, for descriptions and definitions of the Lenders, the Term Loan, the Revolving Loan and the Deferred Fee, as well as the terms of these financing arrangements. As of March 31, 2018, the balance of the Term Loan consists of $56,632,000 representing the face amount of the loan, less $665,000 representing the unamortized balance of the closing fee, plus $10,128,000 representing the accreted balance of the Deferred Fee (which has a face value of $12,500,000 when fully accreted). On May 9, 2018, the Company and the Lenders agreed to reduce to $3,000,000 the Deferred Fee and on May 9, 2018, the Company paid to the Lenders $3,000,000 in full satisfaction of the Deferred Fee obligation. Also, on May 9, 2018, the Company made a voluntary principal prepayment of the Term Loan in the amount of $2,000,000. See discussion below regarding the Company’s plans to refinance the remaining balance under the Term Loan. The Company recorded net income of $3,972,000 for the three months ended March 31, 2018. The net income for the three months ended March 31, 2018 reflected an income before income tax of $5,229,000 and an income tax expense of $1,257,000. The Company has historically met its liquidity requirements through operations. As of March 31, 2018, the borrowing base and outstanding balance under the Revolving Loan were approximately $5,963,000 and $0, respectively, leaving $5,963,000 available to be drawn under the arrangement. Cash flows used in financing activities for the three months ended March 31, 2018 consisted of a $1,750,000 principal repayment on the Company’s Term Loan. Pursuant to the Financing Agreement (See Note 6), 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 March 31, 2018. Management has evaluated relevant conditions and events with respect to its liquidity requirements for the twelve month period after the Company’s March 31, 2018 financial statements are expected to be filed. The Company’s Term Loan and Revolving Loan become due in January 2019. The Company will not have sufficient liquidity to satisfy these repayment obligations when they become due without refinancing the Term Loan and/or raising equity capital. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management of the Company has established a plan, which has been approved by its Board of Directors, to refinance the Term Loan and Revolving Loan. Management believes that its plans, when implemented, will result in a refinancing of these instruments. However, there are risks that such refinancing may not be able to be consummated under terms and amounts acceptable to the Company, or at all.

Business Acquisition

Business Acquisition	3 Months Ended
	Mar. 31, 2018
Business Acquisition [Abstract]
Business Acquisition	Note 3 - Business Acquisition Acquisition of DeepIntent On June 21, 2017 (“DeepIntent Closing Date”), pursuant to a stock purchase agreement (“DeepIntent Acquisition Agreement”) with the former stockholders of DeepIntent, Propel purchased 100% of the equity interests of DeepIntent, consisting of the issued and outstanding shares of Class A common stock, Class B common stock and Class C common stock of DeepIntent. The purchase price, which is subject to an adjustment for working capital, consisted of $4,000,000 paid at closing, $500,000 which was paid on December 21, 2017 and, $500,000 payable upon the one year anniversary of the DeepIntent Closing Date (collectively, the “DeepIntent Deferred Payments”). In addition, the sellers may earn up to an aggregate of $3,000,000 of additional consideration upon the achievement of certain performance levels during the years ending December 31, 2018, 2019 and 2020 (collectively, the “Earnouts”). Propel entered into employment agreements for the period from the DeepIntent Closing Date through December 31, 2020 and restrictive covenant agreements through June 20, 2021 with DeepIntent’s founders and former principal shareholders. Propel’s obligation to remit the DeepIntent Deferred Payments is contingent upon the continued employment of both of DeepIntent’s founders through the date that any such DeepIntent Deferred Payment is required to be made. The Company accounted for the acquisition of DeepIntent as a business combination. The contingent DeepIntent Deferred Payments are being accounted for as compensation for financial reporting purposes and are accreted ratably over the deferred period. During the three months ended March 31, 2018, accretion of this DeepIntent Deferred Payment was $238,000, and is reflected within salaries, commissions, benefits and related expenses within the condensed consolidated statements of income. As of March 31, 2018, $289,000 of accrued DeepIntent Deferred Payment obligation was included in accrued expenses in the condensed consolidated balance sheets. The results of DeepIntent have been included within the Company’s condensed consolidated financial statements since June 21, 2017. Included within the Company’s results for the three months ended March 31, 2018, DeepIntent generated revenues of $298,000 and incurred an operating loss of $1,205,000. On February 21, 2018, DeepIntent formed a wholly owned subsidiary, DeepIntent India Private Ltd., from which DeepIntent will conduct a material portion of the software development for its advertising platform and data analysis. Unaudited Pro Forma Information The following table provides unaudited pro forma information for the three months ended March 31, 2017 as if DeepIntent had been acquired as of January 1, 2017. The pro forma results do not include any anticipated cost synergies or other effects of the integration of DeepIntent or recognition of compensation expense or fair value of the Earnouts. Pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor is it indicative of the future operating results of the combined company. For the Three Months Ended Pro forma revenues $ 18,883,000 Pro forma net (loss) income $ 2,206,000 Pro forma net (loss) income per share $ 0.01

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 4 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s condensed consolidated balance sheets, statements of income and cash flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonal and other factors. Certain information and footnote disclosures normally included in the condensed consolidated financial statements in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. Accordingly, these unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited condensed consolidated financial statements and accompanying notes thereto for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2018. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. Reclassifications Certain prior period amounts have been reclassified to conform to the March 31, 2018 presentation. Use of Estimates The Company’s unaudited condensed consolidated financial statements are prepared in conformity with US GAAP, which requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. The Company’s most significant estimates relate to the accounts receivable allowance, the forfeiture of customer deposits, the valuation allowance on deferred tax assets, valuation of goodwill and intangibles, recognition of revenue, and the valuation of stock-based compensation. 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 March 31, 2018 and December 31, 2017 was $362,000 and $256,000, respectively. Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization expense are computed using the straight-line method over the estimated useful lives of the assets, generally, three years for computer equipment and purchased software, three to five years for furniture and equipment, the shorter of the useful life and the term of the lease for leasehold improvements. Depreciation expense for the three months ended March 31, 2018 and 2017 was $396,000 and $397,000, respectively. 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 income. Intangible assets as of March 31, 2018 and December 31, 2017 were $1,135,000 and $1,201,000, respectively. Intangible assets at March 31, 2018 consisted of the DeepIntent intellectual property of $1,320,000 net of accumulated amortization of $205,000 and the Propel Media trade name at a cost of $20,000. Amortization expense was $66,000 and $0 for the three months ended March 31, 2018 and 2017, respectively. The following is an annual schedule of approximate future amortization of the Company’s intangible assets: Years Ending December 31, Amount 2018 (nine months) $ 198,000 2019 264,000 2020 264,000 2021 264,000 2022 125,000 $ 1,115,000 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 management’s assessment of capitalized software, the Company recorded impairment charges of $0 and $20,000 for the three months ended March 31, 2018 and 2017, respectively, to write off the book value of certain internally developed capitalized software. These impairment charges were included in the impairment of software and intangible assets within the condensed consolidated statements of income. Revenue Recognition Propel generates revenue from advertisers by serving their ads to a user base consisting of the Company’s owned and operated network, users of our third party application partners’ properties and users from our publisher driven traffic, as well as from advertising sold through the Company’s demand-side platform. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update “ASU” No. 2014-09, Revenue from Contracts with Customers (Topic 606) which was subsequently amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2017-13. These ASUs outline a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In July 2015, the FASB deferred the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. A full retrospective or modified retrospective approach is required. The Company has adopted ASU No. 2014-09 effective January 1, 2018. Pursuant to ASC 606, revenue is recognized when (or as) the Company satisfies performance obligations. Performance obligations are satisfied when an advertisement is served by the Company or when a user action occurs based on the advertisement the Company served (i.e., a view, a click, a conversion action, etc.). There is a specific transaction that triggers a billable instance for fulfilment of that performance obligation. Revenue is measured at the transaction price which is based on the amount of consideration that the Company expects to receive in exchange for the serving of advertising. Contracts with advertising customers typically consist of insertion orders or other written contracts. Within the Company’s business model, customer orders are fulfilled at a point in time and not over a period of time. The Company has elected to apply the modified retrospective method and the impact was determined to be immaterial on the condensed consolidated financial statements. Accordingly, the new revenue standard has been applied prospectively in our condensed consolidated financial statements from January 1, 2018 forward and reported financial information for historical comparable periods will not be revised and will continue to be reported under the accounting standards in effect during those historical periods. The Company has performed an analysis and identified its revenues and costs that are within the scope of the new guidance. The Company determined that its methods of recognizing revenues have not been significantly impacted by the new guidance. The amounts on deposit from customers are recorded as an advertiser deposit liability in the accompanying condensed consolidated balance sheets. The following table presents our revenues disaggregated by geographical region: For the Three Months Ended March 31, 2018 2017 Americas $ 20,274,000 $ 17,260,000 Europe 294,000 1,080,000 Middle East 344,000 280,000 Other 8,000 12,000 Total $ 20,920,000 $ 18,632,000 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, as well as costs of advertising purchased through the Company’s demand- side platform. 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 customers and vendors are presented in the following table for the three months ended March 31, 2018 and 2017: For the Three Months Ended March 31, 2018 2017 The Company’s largest customers are presented below as a percentage of the Company’s aggregate: Revenue None over 10% None over 10% Accounts receivable None over 10% 11% of accounts receivable from one customer The Company’s largest vendors are presented below as a percentage of the Company’s aggregate: The Company’s largest vendors reported in cost of revenues are presented as a percentage of the Company’s aggregate cost of revenues 41% and 14% or 55% of cost of revenues in the aggregate 21%, 18% and 14% of cost of revenues, or 53% of cost of revenues in the aggregate The Company’s largest vendors reported as a percentage of accounts payable 34% of accounts payable from one vendor 31% of accounts payable from one vendor 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 March 31, 2018 and December 31, 2017, 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 Net Income (Loss) per Share Earnings (loss) per common share is computed by dividing net income (loss) 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 three months ended March 31, 2018, the Company excluded potential common shares resulting from the exercise of stock options (20,380,000 potential common shares) and of warrants (6,363,636 potential common shares) as their inclusion would be anti-dilutive. For the three months ended March 31, 2017, the Company excluded potential common shares resulting from the exercise of stock options (23,330,000 potential common shares) and of warrants (6,363,636 potential common shares) as their inclusion would be anti-dilutive. Subsequent events The Company has evaluated events that occurred subsequent to March 31, 2018 through the date these condensed consolidated financial statements were issued. Management has concluded that other than as disclosed in Notes 2, 5 and 6, there were no subsequent events that required disclosure in these condensed consolidated financial statements. Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). 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. The provisions of this update are effective for annual and interim periods beginning on or after December 15, 2019. Based upon the Company’s preliminary assessment, the adoption of this new standard is not expected to have a material impact on the Company’s condensed consolidated financial position or its results of operations. In May 2017, the FASB issued ASU No. 2017-09 “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”). The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all of the following are met: The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and the classification of the modified award an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The provisions of this update are effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The Company has adopted ASU 2017-09 effective January 1, 2018 and such adoption did not have a material impact on the Company’s condensed consolidated financial position or its results of operations. In May 2017, the FASB issued ASU No. 2017-09 “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”). The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all of the following are met: The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and the classification of the modified award an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The provisions of this update are effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The Company has adopted ASU 2017-09 effective January 1, 2018 and such adoption did not have a material impact on the Company’s condensed consolidated financial position or its results of operations.

Reverse Merger and Obligations

Reverse Merger and Obligations to Transferors	3 Months Ended
	Mar. 31, 2018
Reverse Merger and Obligations to Transferors [Abstract]
Reverse Merger and Obligations to Transferors	Note 5 - Reverse Merger and Obligations to Transferors On January 28, 2015, Propel consummated the “reverse merger” (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”). Pursuant to the Exchange Agreement, the Company incurred a deferred payment obligation of (i) $10,000,000 to the Transferors (“Deferred Obligation”), which is payable in cash and/or stock not later than, June 30, 2019 and (ii) $6,000,000 payable in cash immediately after the payment of certain fees to the Lenders on or about January 28, 2019 (the “Deferred Payment to Transferors”). The Company can pay the Deferred Obligation from an equity financing or from available working capital. See discussion below regarding the agreement reached on May 9, 2018 between the Company and the Transferors which reduced the amount of the Deferred Payment. 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, 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 on which such shares are issued to the Transferors (and if a closing price or bid price, as applicable, is not reported on such day, then the stock shall be valued at the last closing price or bid price, as applicable, reported). The following represents the obligations to Transferors under the Exchange Agreement: As of March 31, December 31, 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 (see discussion below) 6,000,000 6,000,000 Total, gross 16,000,000 16,000,000 Less: discount (632,000 ) (797,000 ) Total, net 15,368,000 15,203,000 Less: current portion (5,522,000 ) - Long-term portion $ 9,846,000 $ 15,203,000 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. During the three months ended March 31, 2018 and 2017, the Company recorded discount amortization of $165,000 and $152,000, respectively. The unamortized discount was $632,000 as of March 31, 2018 and $797,000 as of December 31, 2017. On May 9, 2018, the Company and the Transferors reached an agreement to reduce the Deferred Payment to Transferors obligation to $1,440,000 from $6,000,000. On May 9, 2018, the Company paid the $1,440,000 amount to the Transferors in full satisfaction of the Deferred Payment to Transferors obligation.

Financing Agreement

Financing Agreement	3 Months Ended
	Mar. 31, 2018
Financing Agreement [Abstract]
Financing Agreement	Note 6 - Financing Agreement 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”). 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. See Note 2 for a discussion of the May 9, 2018 reduction of the Deferred Fee. The Company has been accreting the Deferred Fee of $12,500,000 as a finance charge over the full term of the Term Loan. The Company recorded amortization of the closing fee as interest expense of $160,000 and $177,000, for the three months ended March 31, 2018 and 2017, respectively. The balance of the closing fee original issue discount was $508,000 and $668,000 as of March 31, 2018 and December 31, 2017, respectively, and is reflected within the Term Loan obligations on the condensed consolidated balance sheets. The Company recorded as interest expense accretion of the Deferred Fee of $727,000 and $769,000 for the three months ended March 31, 2018 and 2017, respectively. The balance of the accreted Deferred Fee as of March 31, 2018 and December 31, 2017 was $10,128,000 and $9,401,000, respectively, and is reflected within the Term Loan obligations on the condensed 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 $50,000 and $56,000 for the three months ended March 31, 2018 and 2017, respectively. The balance of the unamortized debt issuance costs of $158,000 and $209,000, respectively, is reflected within the Term Loan obligations on the condensed consolidated balance sheets as of March 31, 2018 and December 31, 2017, 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 March 31, 2018, the Company was in compliance with the covenants and the leverage ratio requirement under the Financing 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. The Company is subject to an annual excess cash flow sweep requirement pursuant to which on April 11, 2018 the Company remitted $1,472,000 to the lenders. 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 three months ended March 31, 2018, interest on the Term Loan bore an effective interest rate per annum of (10.60)%. The following represents the obligation under the Term Loan: As of March 31, December 31, Principal $ 56,632,000 $ 58,382,000 Discounts (665,000 ) (877,000 ) Accreted value of the Deferred Fee ($12,500,000) (See Note 2) 10,128,000 9,401,000 Net 66,095,000 66,906,000 Less: Current portion (66,095,000 ) (6,181,000 ) Long-term portion $ - $ 60,725,000 The future minimum payments on the Company’s Term Loan are as follows: For the Years Ended December 31, Term Loan 2018 (nine months) $ 5,250,000 2019 51,382,000 Total, gross 56,632,000 Less: debt discount (665,000 ) Plus: accreted value through March 31, 2018 of the Deferred Fee ($12,500,000) 10,128,000 Total, net 66,095,000 Current portion of Long-term debt $ 66,095,000 Revolving Loan As of March 31, 2018, the outstanding balance of the Revolving Loan was $0, with $5,963,000 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 LIBOR may not be less than 1%) (the total effective rate per annum for LIBOR borrowings was 7.6% during the three months ended March 31, 2018), or (ii) the bank’s reference rate (the effective annual reference rate was approximately 10.5% during the three months ended March 31, 2018). For each revolving loan, the Company can choose to borrow either at the LIBOR or the reference rate. As of March 31, 2018, the Company was in compliance with all covenants under the Financing Agreement and other loan documents.

Related-Party Transactions

Related-Party Transactions	3 Months Ended
	Mar. 31, 2018
Related-Party Transactions [Abstract]
Related-Party Transactions	Note 7 - Related-Party Transactions The Company has outsourced technology development services and other administrative services to a technology company in Eastern Europe (“Technology Vendor”). The Technology Vendor is owned by an individual who is affiliated with a trust which is a shareholder of the Company. The technology development services and other administrative services provided to the Company by the Technology Vendor during the three months ended March 31, 2018 and 2017, totaled $1,391,000 and $859,000, respectively. These amounts were included in property and equipment and operating expenses, as applicable, in the accompanying condensed consolidated balance sheets and condensed 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 $406,000 and $8,000 as of March 31, 2018 and December 31, 2017, respectively, which are reported within accrued expenses in the condensed consolidated balance sheets. During the three months ended March 31, 2018 and 2017 the Company incurred $45,000 in each period to a firm owned by the Company’s Interim Chief Financial Officer for financial advisory and accounting services provided to the Company. There was no balance due to this firm as of March 31, 2018 and December 31, 2017.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 8 - Commitments and Contingencies Operating leases Rent expense totaled $131,000 and $106,000 during the three months ended March 31, 2018 and 2017, respectively. The following is an annual schedule of approximate future minimum rental payments required under the Company’s current and expiring lease agreement and its new lease agreement (the reduced amount in 2019 is due to the effect of the nine-month deferral for the start of rent payments under the November 2017 lease: Years Ending December 31, Amount 2018 (nine months) $ 317,000 2019 268,000 2020 651,000 2021 670,000 Thereafter 3,665,000 $ 5,571,000 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 March 31, 2018, 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 against Selling Source and a number of other defendants, including Kitara Media LLC (“Kitara Media”), one of the Company’s subsidiaries, to collect on a Junior Secured Promissory Note signed by Selling Source in the original principal sum of $28,700,000 (the “Note”). Kitara Media was a subsidiary of Selling Source at the time the Note was issued. Kitara Media is not a signatory to the Note, but like all of the subsidiaries of Selling Source at such time, on August 31, 2010 Kitara Media pledged all of its assets as collateral for all of the indebtedness of Selling Source, including the Note, which is the most junior obligation in Selling Source's capital structure. In connection with the merger of Kitara Media into a subsidiary of Kitara, with Kitara Media surviving as a wholly owned subsidiary of Kitara, the senior lenders of Selling Source exercised their authority to release all liens on the assets of Kitara Media, including the liens associated with the Note. 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, but discovery on this lawsuit has been completed and all the defendants intend to file motions for summary judgement within the next few months. 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 earlier in 2017. 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. For the claims remaining, the parties have exchanged pleadings and Selling Source has provided documents and written interrogatory responses to Intrepid. Based on these facts, Propel believes Intrepid’s claims are without merit and intends 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. Selling Source owns 22.5 million shares of the common stock of Propel and our Chairman of the board of directors is also a director of Selling Source.

Defined Contributions Plans

Defined Contributions Plans	3 Months Ended
	Mar. 31, 2018
Defined Contributions Plans [Abstract]
Defined Contributions Plans	Note 9 - 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. The Company’s matching contributions to the Plan are discretionary. The Company recorded contribution expense of $81,000 and $73,000 during the three months ended March 31, 2018 and 2017, respectively, which was recorded in salaries, commissions, benefits and related expenses on the condensed consolidated statements of income.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2018
Income Taxes [Abstract]
Income Taxes	Note 10 - Income Taxes The Company’s income tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates its estimate of the annual effective tax rate and, if the Company’s estimated tax rate changes, it makes a cumulative adjustment in that period. The effective income tax rate for the three months ended March 31, 2018 and 2017 was 23.8% and 37.3%, respectively, resulting in $1,257,000 and $1,425,000 of income tax expense, respectively. The effective income tax rate for the three months ended March 31, 2018 is lower than the effective income tax rate for the three months ended March 31, 2017 primarily due the U.S Tax Cuts and Jobs Act (the “Tax Act”), which was enacted on December 22, 2017. Among other things, the Tax Act reduces the US statutory corporate income tax rate to 21% effective January 1, 2018. On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. As we collect and prepare necessary data and interpret the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes and effective tax rate in the period in which the adjustments are made. The accounting for the tax effects of the Tax Act will be completed in 2018.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2018
Stock-Based Compensation [Abstract]
Stock-Based Compensation	Note 11 - Stock-Based Compensation Equity Incentive Plans 2014 Long-Term Incentive Equity Plan On October 9, 2014, Propel and its then 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 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”), respectively. 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 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 Value Outstanding at January 1, 2018 20,490,000 $ 0.49 $ 0.27 5.7 $ - Granted - - - - - Exercised - - - - - Forfeited, expired or canceled 110,000 0.55 0.33 - Outstanding at March 31, 2018 20,380,000 $ 0.49 $ 0.27 5.4 $ - Exercisable at March 31, 2018 16,429,068 $ 0.47 $ 0.26 5.0 $ - 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 March 31, 2018. 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. 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 $247,000 and $229,000 for the three months ended March 31, 2018 and 2017, respectively, and was reflected in selling, general and administrative expenses on the accompanying condensed consolidated statements of income. As of March 31, 2018, the unamortized value of options was $925,000, including the effect of the mark-to-market adjustment for unvested awards granted to consultants. As of March 31, 2018, the unamortized portion will be expensed through November 2019 and the weighted average remaining amortization period was 0.7 years.

Executive Bonus Plan

Executive Bonus Plan	3 Months Ended
	Mar. 31, 2018
Executive Bonus Plan [Abstract]
Executive Bonus Plan	Note 12 - Executive Bonus Plan Effective January 1, 2016, the Propel Media Executive Bonus Plan (the “Executive Bonus Plan”) became effective 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 the Executive Bonus Plan amounted to $485,000 and $290,000 for the three months ended March 31, 2018 and 2017, respectively. The bonuses are included in salaries, commissions, benefits and related expenses within the Company’s condensed consolidated statements of income. At March 31, 2018 and December 31, 2017, the accrued executive bonuses were $485,000 and $511,000, respectively, and the amounts were included in accrued expenses within the condensed consolidated balance sheets.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s condensed consolidated balance sheets, statements of income and cash flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonal and other factors. Certain information and footnote disclosures normally included in the condensed consolidated financial statements in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. Accordingly, these unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited condensed consolidated financial statements and accompanying notes thereto for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2018.
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the March 31, 2018 presentation.
Use of Estimates	Use of Estimates The Company’s unaudited condensed consolidated financial statements are prepared in conformity with US GAAP, which requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. The Company’s most significant estimates relate to the accounts receivable allowance, the forfeiture of customer deposits, the valuation allowance on deferred tax assets, valuation of goodwill and intangibles, recognition of revenue, and the valuation of stock-based compensation.
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 March 31, 2018 and December 31, 2017 was $362,000 and $256,000, respectively.
Property and Equipment	Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization expense are computed using the straight-line method over the estimated useful lives of the assets, generally, three years for computer equipment and purchased software, three to five years for furniture and equipment, the shorter of the useful life and the term of the lease for leasehold improvements. Depreciation expense for the three months ended March 31, 2018 and 2017 was $396,000 and $397,000, respectively.
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 income. Intangible assets as of March 31, 2018 and December 31, 2017 were $1,135,000 and $1,201,000, respectively. Intangible assets at March 31, 2018 consisted of the DeepIntent intellectual property of $1,320,000 net of accumulated amortization of $205,000 and the Propel Media trade name at a cost of $20,000. Amortization expense was $66,000 and $0 for the three months ended March 31, 2018 and 2017, respectively. The following is an annual schedule of approximate future amortization of the Company’s intangible assets: Years Ending December 31, Amount 2018 (nine months) $ 198,000 2019 264,000 2020 264,000 2021 264,000 2022 125,000 $ 1,115,000
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 management’s assessment of capitalized software, the Company recorded impairment charges of $0 and $20,000 for the three months ended March 31, 2018 and 2017, respectively, to write off the book value of certain internally developed capitalized software. These impairment charges were included in the impairment of software and intangible assets within the condensed consolidated statements of income.
Revenue Recognition	Revenue Recognition Propel generates revenue from advertisers by serving their ads to a user base consisting of the Company’s owned and operated network, users of our third party application partners’ properties and users from our publisher driven traffic, as well as from advertising sold through the Company’s demand-side platform. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update “ASU” No. 2014-09, Revenue from Contracts with Customers (Topic 606) which was subsequently amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2017-13. These ASUs outline a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In July 2015, the FASB deferred the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. A full retrospective or modified retrospective approach is required. The Company has adopted ASU No. 2014-09 effective January 1, 2018. Pursuant to ASC 606, revenue is recognized when (or as) the Company satisfies performance obligations. Performance obligations are satisfied when an advertisement is served by the Company or when a user action occurs based on the advertisement the Company served (i.e., a view, a click, a conversion action, etc.). There is a specific transaction that triggers a billable instance for fulfilment of that performance obligation. Revenue is measured at the transaction price which is based on the amount of consideration that the Company expects to receive in exchange for the serving of advertising. Contracts with advertising customers typically consist of insertion orders or other written contracts. Within the Company’s business model, customer orders are fulfilled at a point in time and not over a period of time. The Company has elected to apply the modified retrospective method and the impact was determined to be immaterial on the condensed consolidated financial statements. Accordingly, the new revenue standard has been applied prospectively in our condensed consolidated financial statements from January 1, 2018 forward and reported financial information for historical comparable periods will not be revised and will continue to be reported under the accounting standards in effect during those historical periods. The Company has performed an analysis and identified its revenues and costs that are within the scope of the new guidance. The Company determined that its methods of recognizing revenues have not been significantly impacted by the new guidance. The amounts on deposit from customers are recorded as an advertiser deposit liability in the accompanying condensed consolidated balance sheets. The following table presents our revenues disaggregated by geographical region: For the Three Months Ended March 31, 2018 2017 Americas $ 20,274,000 $ 17,260,000 Europe 294,000 1,080,000 Middle East 344,000 280,000 Other 8,000 12,000 Total $ 20,920,000 $ 18,632,000
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, as well as costs of advertising purchased through the Company’s demand- side platform.
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 customers and vendors are presented in the following table for the three months ended March 31, 2018 and 2017: For the Three Months Ended March 31, 2018 2017 The Company’s largest customers are presented below as a percentage of the Company’s aggregate: Revenue None over 10% None over 10% Accounts receivable None over 10% 11% of accounts receivable from one customer The Company’s largest vendors are presented below as a percentage of the Company’s aggregate: The Company’s largest vendors reported in cost of revenues are presented as a percentage of the Company’s aggregate cost of revenues 41% and 14% or 55% of cost of revenues in the aggregate 21%, 18% and 14% of cost of revenues, or 53% of cost of revenues in the aggregate The Company’s largest vendors reported as a percentage of accounts payable 34% of accounts payable from one vendor 31% of accounts payable from one vendor 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 March 31, 2018 and December 31, 2017, 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
Net Income (Loss) per Share	Net Income (Loss) per Share Earnings (loss) per common share is computed by dividing net income (loss) 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 three months ended March 31, 2018, the Company excluded potential common shares resulting from the exercise of stock options (20,380,000 potential common shares) and of warrants (6,363,636 potential common shares) as their inclusion would be anti-dilutive. For the three months ended March 31, 2017, the Company excluded potential common shares resulting from the exercise of stock options (23,330,000 potential common shares) and of warrants (6,363,636 potential common shares) as their inclusion would be anti-dilutive.
Subsequent events	Subsequent events The Company has evaluated events that occurred subsequent to March 31, 2018 through the date these condensed consolidated financial statements were issued. Management has concluded that other than as disclosed in Notes 2, 5 and 6, there were no subsequent events that required disclosure in these condensed consolidated financial statements.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04 “Intangibles-Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). 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. The provisions of this update are effective for annual and interim periods beginning on or after December 15, 2019. Based upon the Company’s preliminary assessment, the adoption of this new standard is not expected to have a material impact on the Company’s condensed consolidated financial position or its results of operations. In May 2017, the FASB issued ASU No. 2017-09 “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”). The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all of the following are met: The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and the classification of the modified award an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The provisions of this update are effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The Company has adopted ASU 2017-09 effective January 1, 2018 and such adoption did not have a material impact on the Company’s condensed consolidated financial position or its results of operations. In May 2017, the FASB issued ASU No. 2017-09 “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”). The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all of the following are met: The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and the classification of the modified award an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The provisions of this update are effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The Company has adopted ASU 2017-09 effective January 1, 2018 and such adoption did not have a material impact on the Company’s condensed consolidated financial position or its results of operations.

Business Acquisition (Tables)

Business Acquisition (Tables)	3 Months Ended
	Mar. 31, 2018
Business Acquisition [Abstract]
Summary of unaudited pro forma information	For the Three Months Ended March 31, Pro forma revenues $ 18,883,000 Pro forma net (loss) income $ 2,206,000 Pro forma net (loss) income per share $ 0.01

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2018
Summary of Significant Accounting Policies [Abstract]
Summary of future amortization of intangible assets	Years Ending December 31, Amount 2018 (nine months) $ 198,000 2019 264,000 2020 264,000 2021 264,000 2022 125,000 $ 1,115,000
Summary of revenues disaggregated by geographical region	For the Three Months Ended March 31, 2018 2017 Americas $ 20,274,000 $ 17,260,000 Europe 294,000 1,080,000 Middle East 344,000 280,000 Other 8,000 12,000 Total $ 20,920,000 $ 18,632,000
Summary of concentration of credit risk	For the Three Months Ended March 31, 2018 2017 The Company’s largest customers are presented below as a percentage of the Company’s aggregate: Revenue None over 10% None over 10% Accounts receivable None over 10% 11% of accounts receivable from one customer The Company’s largest vendors are presented below as a percentage of the Company’s aggregate: The Company’s largest vendors reported in cost of revenues are presented as a percentage of the Company’s aggregate cost of revenues 41% and 14% or 55% of cost of revenues in the aggregate 21%, 18% and 14% of cost of revenues, or 53% of cost of revenues in the aggregate The Company’s largest vendors reported as a percentage of accounts payable 34% of accounts payable from one vendor 31% of accounts payable from one vendor

Reverse Merger and Obligation22

Reverse Merger and Obligations to Transferors (Tables)	3 Months Ended
	Mar. 31, 2018
Reverse Merger and Obligations to Transferors [Abstract]
Schedule obligations to transferors outstanding under the exchange agreement	As of March 31, December 31, 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 (see discussion below) 6,000,000 6,000,000 Total, gross 16,000,000 16,000,000 Less: discount (632,000 ) (797,000 ) Total, net 15,368,000 15,203,000 Less: current portion (5,522,000 ) - Long-term portion $ 9,846,000 $ 15,203,000

Financing Agreement (Tables)

Financing Agreement (Tables)	3 Months Ended
	Mar. 31, 2018
Financing Agreement [Abstract]
Schedule of obligations outstanding under term loan	As of March 31, December 31, Principal $ 56,632,000 $ 58,382,000 Discounts (665,000 ) (877,000 ) Accreted value of the Deferred Fee ($12,500,000) (See Note 2) 10,128,000 9,401,000 Net 66,095,000 66,906,000 Less: Current portion (66,095,000 ) (6,181,000 ) Long-term portion $ - $ 60,725,000
Summary of future minimum payments	For the Years Ended December 31, Term Loan 2018 (nine months) $ 5,250,000 2019 51,382,000 Total, gross 56,632,000 Less: debt discount (665,000 ) Plus: accreted value through March 31, 2018 of the Deferred Fee ($12,500,000) 10,128,000 Total, net 66,095,000 Current portion of Long-term debt $ 66,095,000

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies [Abstract]
Schedule of approximate future minimum rental payments under the operating lease agreement	Years Ending December 31, Amount 2018 (nine months) $ 317,000 2019 268,000 2020 651,000 2021 670,000 Thereafter 3,665,000 $ 5,571,000

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2018
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 Value Outstanding at January 1, 2018 20,490,000 $ 0.49 $ 0.27 5.7 $ - Granted - - - - - Exercised - - - - - Forfeited, expired or canceled 110,000 0.55 0.33 - Outstanding at March 31, 2018 20,380,000 $ 0.49 $ 0.27 5.4 $ - Exercisable at March 31, 2018 16,429,068 $ 0.47 $ 0.26 5.0 $ -

Liquidity and Capital Resourc26

Liquidity and Capital Resources (Details) - USD ($)	May 09, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Liquidity and Capital Resources (Textual)
Cash on hand		$ 8,764,000	$ 5,601,000	$ 5,081,000	$ 2,823,000
Working capital deficit		63,265,000
Balance of the term loan		66,095,000		6,181,000
Net income		3,972,000	2,398,000
Income before income tax expense		5,229,000	3,823,000
Income tax expense		1,257,000	$ 1,425,000
Revolving credit facility outstanding balance		0
Borrowing amount available under credit facility		5,963,000
Borrowing under revolving loan		5,963,000
Face amount		56,632,000		58,382,000
Unamortized balance		665,000		877,000
Deferred fee		10,128,000		$ 9,401,000
Subsequent Event [Member]
Liquidity and Capital Resources (Textual)
Principal repayment	$ 2,000,000
Deferred fee	3,000,000
Deferred fee reduced by lenders	$ 3,000,000
Term Loan [Member]
Liquidity and Capital Resources (Textual)
Principal repayment		$ 1,750,000
Loan matures date		Jan. 31, 2019
Deferred fee		$ 12,500,000

Business Acquisition (Details)

Business Acquisition (Details)	3 Months Ended
	Mar. 31, 2017USD ($)$ / shares
Business Acquisition [Abstract]
Pro forma revenues	$ 18,883,000
Pro forma net (loss) income	$ 2,206,000
Pro forma net (loss) income per share | $ / shares	$ 0.01

Business Acquisition (Details T

Business Acquisition (Details Textual) - DeepIntent [Member] - USD ($)	1 Months Ended		3 Months Ended
	Dec. 21, 2017	Jun. 21, 2017	Mar. 31, 2018
Business Acquisition (Textual)
Percentage of equity interests		100.00%
Purchase price subject to adjustment for working capital	$ 500,000	$ 4,000,000
DeepIntent deferred payments		500,000	$ 238,000
Accrued DeepIntent deferred payment			289,000
Generated revenues			298,000
Incurred operating loss			$ 1,205,000
Payment to sellers		$ 3,000,000

Summary of Significant Accoun29

Summary of Significant Accounting Policies (Details)	Mar. 31, 2018USD ($)
Years Ending December 31,
2018 (nine months)	$ 198,000
2,019	264,000
2,020	264,000
2,021	264,000
2,022	125,000
Total, Amount	$ 1,115,000

Summary of Significant Accoun30

Summary of Significant Accounting Policies (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Total	$ 20,920,000	$ 18,632,000
Americas [Member]
Total	20,274,000	17,260,000
Europe [Member]
Total	294,000	1,080,000
Middle East [Member]
Total	344,000	280,000
Other [Member]
Total	$ 8,000	$ 12,000

Summary of Significant Accoun31

Summary of Significant Accounting Policies (Details 2)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue [Member] | Customer [Member]
Summary of concentration of credit risk
Concentration risk, description	None over 10%	None over 10%
Accounts receivable [Member] | Customer [Member]
Summary of concentration of credit risk
Concentration risk, description	None over 10%	11% of accounts receivable from one customer.
Cost of revenues [Member] | Vendor [Member]
Summary of concentration of credit risk
Concentration risk, description	41% and 14% or 55% of cost of revenues in the aggregate	21%, 18% and 14% of cost of revenues, or 53% of cost of revenues in the aggregate
Accounts payable [Member] | Vendor [Member]
Summary of concentration of credit risk
Concentration risk, description	34% of accounts payable from one vendor	31% of accounts payable from one vendor

Summary of Significant Accoun32

Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Summary of Significant Accounting Policies (Textual)
Allowance for doubtful accounts	$ 362,000		$ 256,000
Impairment charges		$ 20,000
Intangible assets	1,135,000		$ 1,201,000
Net of accumulated amortization	205,000
Amortization expense	66,000	0
Depreciation	$ 396,000	$ 397,000
US statutory corporate income tax rate	21.00%
DeepIntent Intellectual Property [Member]
Summary of Significant Accounting Policies (Textual)
Net of accumulated amortization	$ 205,000
DeepIntent intellectual property	1,320,000
Propel Media Trade Name [Member]
Summary of Significant Accounting Policies (Textual)
Trade name at a cost	$ 20,000
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	20,380,000	23,330,000
Stock Option [Member]
Summary of Significant Accounting Policies (Textual)
Potential common shares	6,363,636	6,363,636
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 Merger and Obligation33

Reverse Merger and Obligations to Transferors (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Reverse Merger and Obligations to Transferors [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 (see discussion below)	6,000,000	6,000,000
Total, gross	16,000,000	16,000,000
Less: discount	(632,000)	(797,000)
Total, net	15,368,000	15,203,000
Less: current portion	5,522,000
Long-term portion	$ 9,846,000	$ 15,203,000

Reverse Merger and Obligation34

Reverse Merger and Obligations to Transferors (Details Textual) - USD ($)	May 09, 2018	Jan. 28, 2015	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Reverse Merger and Obligations to Transferors (Textual)
Obligations to transferors			$ 10,000,000		$ 10,000,000
Unpaid amount of deferred obligation received					10,000,000
Amortization of discount			165,000	$ 152,000
Unamortized discount			$ 632,000		$ 797,000
Subsequent Event [Member]
Reverse Merger and Obligations to Transferors (Textual)
Deferred payment, description	The Company and the Transferors reached an agreement to reduce the Deferred Payment to Transferors obligation to $1,440,000 from $6,000,000. On May 9, 2018, the Company paid the $1,440,000 amount to the Transferors in full satisfaction of the Deferred Payment to Transferors obligation.
Propel Media LLC [Member]
Reverse Merger and Obligations to Transferors (Textual)
Business combination description		(i) $10,000,000 to the Transferors ("Deferred Obligation"), which is payable in cash and/or stock not later than, June 30, 2019 and (ii) $6,000,000 payable in cash immediately after the payment of certain fees to the Lenders on or about January 28, 2019 (the "Deferred Payment to Transferors").
Deferred payment, description		The Deferred Obligation from an equity financing or from available working capital. See discussion below regarding the agreement reached on May 9, 2018 between the Company and the Transferors which reduced the amount of the Deferred Payment. 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, 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.
Collectively owned common stock		154,125,921
Ownership percentage		61.70%
Kitara [Member]
Reverse Merger and Obligations to Transferors (Textual)
Collectively owned common stock		95,884,241
Ownership percentage		38.30%

Financing Agreement (Details)

Financing Agreement (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Principal	$ 56,632,000	$ 58,382,000
Discounts	(665,000)	(877,000)
Accreted value of the Deferred Fee ($12,500,000) (See Note 2)	10,128,000	9,401,000
Net	66,095,000	66,906,000
Less: Current portion	(66,095,000)	(6,181,000)
Long-term portion		$ 60,725,000

Financing Agreement (Details 1)

Financing Agreement (Details 1) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Financing Agreement [Abstract]
2018 (nine months)	$ 5,250,000
2,019	51,382,000
Total, gross	56,632,000	$ 58,382,000
Less: debt discount	(665,000)	(877,000)
Plus: accreted value through March 31, 2018 of the Deferred Fee ($12,500,000)	10,128,000	9,401,000
Total, net	66,095,000	66,906,000
Current portion of Long-term debt	$ (66,095,000)	$ (6,181,000)

Financing Agreement (Details Te

Financing Agreement (Details Textual) - USD ($)	Apr. 11, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	May 09, 2018	Jan. 28, 2015
Financing Agreement (Textual)
Amortization of the closing fee		$ 160,000	$ 177,000
Deferred fee		10,128,000		$ 9,401,000
Obligations to original issue discount		508,000		668,000
Interest expense accretion of deferred fee		727,000	769,000
Revolving credit facility outstanding balance		0
Amortization of debt issuance costs		50,000	56,000
Amortization of the closing fee		160,000	$ 177,000
Borrowing under revolving loan		$ 5,963,000
Interest rate
Subsequent Event [Member]
Financing Agreement (Textual)
Deferred fee					$ 3,000,000
Term Loan [Member]
Financing Agreement (Textual)
Aggregate principal amount of term debt						$ 81,000,000
Amortization of the closing fee		$ 2,880,000
Deferred fee		$ 12,500,000
Revolving loan description		(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 three months ended March 31, 2018, interest on the Term Loan bore an effective interest rate per annum of (10.60)%.
Payments of debt issuance costs		$ 916,000
Unamortized amortized debt issuance costs		158,000		$ 209,000
Quarterly installments, principal amount		$ 1,750,000
Debt instrument, interest rate per annum equal to or less than to LIBOR		9.00%
Term Loan [Member] | Subsequent Event [Member]
Financing Agreement (Textual)
Excess cash flow payment	$ 1,472,000
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 LIBOR may not be less than 1%) (the total effective rate per annum for LIBOR borrowings was 7.6% during the three months ended March 31, 2018), or (ii) the bank's reference rate (the effective annual reference rate was approximately 10.5% during the three months ended March 31, 2018). For each revolving loan, the Company can choose to borrow either at the LIBOR or the reference rate.
Revolving credit facility outstanding balance						$ 15,000,000

Related-Party Transactions (Det

Related-Party Transactions (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Related-Party Transactions (Textual)
Technology development services and other administrative services from technology vendor	$ 1,391,000	$ 859,000
Interim Chief Financial Officer [Member]
Related-Party Transactions (Textual)
Due to related party	406,000		$ 8,000
Other financial advisory and accounting services	$ 45,000		$ 45,000

Commitments and Contingencies39

Commitments and Contingencies (Details)	Mar. 31, 2018USD ($)
Commitments and Contingencies [Abstract]
2018 (nine months)	$ 317,000
2,019	268,000
2,020	651,000
2,021	670,000
Thereafter	3,665,000
Total	$ 5,571,000

Commitments and Contingencies40

Commitments and Contingencies (Details Textual) - USD ($) shares in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2013
Commitments and Contingencies (Textual)
Rent expense	$ 131,000	$ 106,000
Junior Secured Promissory Note [Member]
Commitments and Contingencies (Textual)
Aggregate principal amount			$ 28,700,000
Common stock selling source	22.5

Defined Contributions Plans (De

Defined Contributions Plans (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Defined Contributions Plans (Textual)
Contribution expense	$ 81,000	$ 73,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Taxes (Textual)
US statutory corporate income tax rate	21.00%
Effective income tax rate	23.80%	37.30%
Income tax expense	$ 1,257,000	$ 1,425,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - Stock Option [Member]	3 Months Ended
	Mar. 31, 2018USD ($)$ / sharesshares
Number of Options
Number of Options, Outstanding, Beginning Balance | shares	20,490,000
Number of Options, Granted | shares
Number of Options, Exercised | shares
Number of Options, Forfeited, expired or cancelled | shares	110,000
Number of Options, Outstanding, Ending Balance | shares	20,380,000
Number of Options, Exercisable | shares	16,429,068
Weighted Average Exercise Price
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 0.49
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited, expired or cancelled	0.55
Weighted Average Exercise Price, Outstanding, Ending Balance	0.49
Weighted Average Exercise Price, Exercisable	0.47
Weighted Average Grant Date Fair Value
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance	0.27
Weighted Average Grant Date Fair Value, Granted
Weighted Average Grant Date Fair Value, Exercised
Weighted Average Grant Date Fair Value, Forfeited, expired or cancelled	0.33
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance	0.27
Weighted Average Grant Date Fair Value, Exercisable	$ 0.26
Weighted Average Remaining Contractual Life
Weighted Average Remaining Contractual Life, Outstanding	5 years 8 months 12 days
Weighted Average Remaining Contractual Life, Outstanding	5 years 4 months 24 days
Weighted Average Remaining Contractual Life, Exercisable	5 years
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding, Beginning Balance | $
Aggregate Intrinsic Value, Outstanding, Ending Balance | $
Aggregate Intrinsic Value, Exercisable | $

Stock-Based Compensation (Det44

Stock-Based Compensation (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Oct. 09, 2014
Stock-Based Compensation (Textual)
Stock-based compensation expense	$ 247,000	$ 229,000
Unamortized value of options	$ 925,000
Unamortized expected term of options, description	The unamortized portion will be expensed through November 2019.
Unamortized weighted average remaining period	8 months 12 days
2014 Long-Term Incentive Equity Plan [Member]
Stock-Based Compensation (Textual)
Fully-diluted shares of the company's common stock outstanding			26,172,326

Executive Bonus Plan (Details)

Executive Bonus Plan (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Executive Bonus Plan (Textual)
Bonus expenses	$ 485,000	$ 290,000
Accrued executive bonuses	$ 485,000		$ 511,000