Delaware
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20-3881465
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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(Do not check if smaller reporting company)
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Part I. Financial Information
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Item 1. Financial Statements
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Condensed Consolidated Balance Sheets
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F-1
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Condensed Consolidated Statements of Operations
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F-2
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Condensed Consolidated Statements of Cash Flows
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F-3
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Notes to Unaudited Condensed Consolidated Financial Statements
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F-4 to F-14
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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2 |
Item 4. Controls and Procedures
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7 |
Part II. Other Information
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Item 6. Exhibits
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8 |
Signatures
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10 |
September 30,
2013
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December 31,
2012
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|||||||
(Unaudited)
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||||||||
ASSETS
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||||||||
CURRENT ASSETS
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||||||||
Cash
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$ | 1,016 | $ | 0 | ||||
Accounts receivable, net
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5,716 | 7,595 | ||||||
Prepaid expenses
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174 | 115 | ||||||
Other assets
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0 | 5 | ||||||
TOTAL CURRENT ASSETS
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6,906 | 7,715 | ||||||
Property and equipment, net
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471 | 129 | ||||||
Restricted cash
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127 | 124 | ||||||
Intangible assets
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233 | 386 | ||||||
Goodwill
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2,118 | 0 | ||||||
TOTAL ASSETS
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9,855 | 8,354 | ||||||
CURRENT LIABILITIES
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||||||||
Cash overdraft
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0 | 670 | ||||||
Accounts payable and accrued liabilities
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1,721 | 2,649 | ||||||
Due to related party
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1,073 | 343 | ||||||
Note payable stockholder, current
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100 | 0 | ||||||
TOTAL CURRENT LIABILITIES
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2,894 | 3,662 | ||||||
COMMITMENTS AND CONTINGENCIES
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||||||||
Deferred rent
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11 | 20 | ||||||
Note payable stockholder, non-current
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200 | 0 | ||||||
TOTAL LIABILITIES
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3,105 | 3,682 | ||||||
STOCKHOLDERS' EQUITY
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||||||||
Common stock, $0.0001 par value, authorized 300,000,000 shares, issued and outstanding 59,011,675 and 20,000,000, respectively
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6 | 2 | ||||||
Additional paid-in capital
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6,094 | 4,316 | ||||||
Retained Earnings
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650 | 354 | ||||||
TOTAL STOCKHOLDERS' EQUITY
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6,750 | 4,672 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 9,855 | $ | 8,354 |
Three Months Ended
September 30,
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Nine Months Ended
September 30,
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|||||||||||||||
2013
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2012
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2013
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2012
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|||||||||||||
Revenue
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$ | 6,586 | $ | 6,185 | $ | 17,013 | $ | 15,898 | ||||||||
Cost of Revenue
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4,339 | 4,874 | 11,720 | 12,881 | ||||||||||||
Gross Profit
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2,247 | 1,311 | 5,293 | 3,017 | ||||||||||||
Operating Expenses
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||||||||||||||||
Compensation and Benefits
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1,132 | 1,050 | 3,149 | 3,464 | ||||||||||||
Related Party Expenses
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96 | 70 | 250 | 302 | ||||||||||||
Other Operating Expenses
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717 | 217 | 1,235 | 906 | ||||||||||||
Depreciation and Amortization
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127 | 206 | 364 | 547 | ||||||||||||
Total Operating Expense
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2,072 | 1,543 | 4,998 | 5,219 | ||||||||||||
Operating Income (Loss)
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175 | (232 | ) | 295 | (2,202 | ) | ||||||||||
Other Income (Expense)
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0 | 0 | 0 | (5 | ) | |||||||||||
Net Income (Loss)
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$ | 175 | $ | (232 | ) | $ | 295 | $ | (2,207 | ) | ||||||
Net Income (Loss) per Common Share - Basic
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$ | 0.00 | $ | (0.01 | ) | $ | 0.01 | $ | (0.11 | ) | ||||||
Weighted-Average Number of shares outstanding - Basic
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59,011,675 | 20,000,000 | 33,146,792 | 20,000,000 | ||||||||||||
Net Income (Loss) per Common Share - Diluted
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$ | 0.00 | $ | (0.01 | ) | $ | 0.01 | $ | (0.11 | ) | ||||||
Weighted-Average Number of shares outstanding - Diluted
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59,798,904 | 20,000,000 | 33,409,201 | 20,000,000 |
Nine Months Ended
September 30,
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||||||||
2013
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2012
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||
Net income (loss)
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$ | 295 | $ | (2,207 | ) | |||
Adjustments to reconcile net income/(loss) to net cash provided by/(used in)
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||||||||
operating activities
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||||||||
Depreciation and amortization
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364 | 547 | ||||||
Stock compensation
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34 | 0 | ||||||
Deferred rent amortization
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(9 | ) | (5 | ) | ||||
Provisions for bad debt
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81 | (66 | ) | |||||
Loss on disposal of property & equipment
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58 | 0 | ||||||
Changes in Assets and Liabilities
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||||||||
Accounts receivable, net
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1,828 | (96 | ) | |||||
Prepaid expenses
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(59 | ) | 104 | |||||
Other Assets
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5 | 51 | ||||||
Accounts payable and accrued liabilities
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(1,228 | ) | (222 | ) | ||||
Due to related parties
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(176 | ) | 246 | |||||
Net cash provided by/(used in) operating activities
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1,193 | (1,648 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||
Purchase of fixed assets
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(466 | ) | (512 | ) | ||||
Net cash (used in) investing activities
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(466 | ) | (512 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||
Capital (distributions) contributions from members
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(699 | ) | 2,219 | |||||
Proceeds from private placement, net
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1,700 | 0 | ||||||
Repurchase of stock
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(50 | ) | 0 | |||||
Cash acquired in acquisition
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8 | 0 | ||||||
Changes in cash overdraft from financial institution, net
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(670 | ) | (59 | ) | ||||
Net cash provided by financing activities
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289 | 2,160 | ||||||
Net increase in cash
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1,016 | 0 | ||||||
Cash at beginning of period
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0 | 0 | ||||||
Cash at end of period
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$ | 1,016 | $ | 0 | ||||
Supplemental disclosure of non-cash financing activities:
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||||||||
Net assets acquired in connection with the acquisition of New York Publishing Group (see Note 10)
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$ | 2,000 | $ | 0 | ||||
Accrued working capital adjustment related to the Kitara reverse acquisition
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$ | 904 | $ | 0 | ||||
Conversion of promissory notes to equity
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$ | 300 | $ | 0 |
Three Months Ended
September 30,
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Nine Months Ended
September 30,
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|||||||||||||||
2013
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2012
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2013
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2012
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|||||||||||||
Weighted average number of shares outstanding
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59,011,675 | 20,000,000 | 33,146,792 | 20,000,000 | ||||||||||||
Effect of dilutive securities, common share equivalents
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787,229 | 0 | 262,409 | 0 | ||||||||||||
Weighted average number of shares outstanding, used for computing diluted earning per share
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59,798,904 | 20,000,000 | 33,409,201 | 20,000,000 |
As of
September 30,
2013
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As of
December 31,
2012
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|||||||
Publisher relationships
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$ | 695 | $ | 695 | ||||
Advertiser relationships
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463 | 463 | ||||||
Subscribers
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118 | 0 | ||||||
Website
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25 | 0 | ||||||
Total Intangible Asset
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1,301 | 1,158 | ||||||
Less: Accumulated Amortization
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(1,068 | ) | (772 | ) | ||||
Net
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$ | 233 | $ | 386 |
Weighted
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||||||||||||
Average
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||||||||||||
Weighted
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Remaining
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Aggregate
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||||||||||
Average
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Contractual
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Intrinsic
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||||||||||
Shares
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Exercise Price
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Term (Years)
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Value
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|||||||||
Outstanding at December 31, 2012
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150,000 | 0.75 | ||||||||||
Granted
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5,175,000 | 0.34 | ||||||||||
Exercised
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0 | 0 | ||||||||||
Forfeited, expired or cancelled
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0 | 0 | ||||||||||
Outstanding at September 30, 2013
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5,325,000 | 0.34 |
4.84
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2,124
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||||||||
Exercisable at September 30, 2013
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0 | 0 |
Nine Months Ended
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||||||||
September 30,
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||||||||
2013
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2012
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|||||||
Risk-Free rate
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1.39% - 1.68 | % | 0 | |||||
Expected life (in years)
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3.75 | 0 | ||||||
Dividend Yield
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0 | 0 | ||||||
Expected Volatility
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54 | % | 0 |
Amount
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||||
Cash
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$ | 6 | ||
Accounts Receivable
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28 | |||
Property and Equipment
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2 | |||
Intangible Assets-Subscriber & Website
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143 | |||
Goodwill
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2,118 | |||
Security Deposit
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3 | |||
Promissory Notes Payable
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(300 | ) | ||
Purchase Price
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$ | 2,000 |
Three Months Ended
September 30,
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Nine Months Ended
September 30,
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|||||||||||||||
2013
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2012
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2013
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2012
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|||||||||||||
Revenue
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$ | 6,586 | $ | 6,392 | $ | 17,228 | $ | 16,274 | ||||||||
Net Income (Loss)
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$ | 175 | $ | (136 | ) | $ | (89 | ) | $ | (2,119 | ) | |||||
Net Income (Loss) per Common Share - Basic
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$ | 0.00 | $ | (0.01 | ) | $ | 0.00 | $ | (0.11 | ) | ||||||
Weighted-Average Number of shares outstanding - Basic
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59,011,675 | 20,000,000 | 33,146,792 | 20,000,000 | ||||||||||||
Net Income (Loss) per Common Share - Diluted
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$ | 0.00 | $ | (0.01 | ) | $ | 0.00 | $ | (0.11 | ) | ||||||
Weighted-Average Number of shares outstanding - Diluted
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59,798,904 | 20,000,000 | 33,146,792 | 20,000,000 |
Three Months Ended
September 30,
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Nine Months Ended
September 30,
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|||||||||||||||
2013
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2012
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2013
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2012
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|||||||||||||
Revenue
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$ | 6,586 | $ | 6,185 | $ | 17,013 | $ | 15,898 | ||||||||
Cost of Revenue
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4,339 | 4,874 | 11,720 | 12,881 | ||||||||||||
Gross Profit | 2,247 | 1,311 | 5,293 | 3,017 | ||||||||||||
Operating Expenses
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||||||||||||||||
Compensation and Benefits
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1,132 | 1,050 | 3,149 | 3,464 | ||||||||||||
Related Party Expenses
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96 | 70 | 250 | 302 | ||||||||||||
Other Operating Expenses
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717 | 217 | 1,235 | 906 | ||||||||||||
Depreciation and Amortization
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127 | 206 | 364 | 547 | ||||||||||||
Total Operating Expense | 2,072 | 1,543 | 4,998 | 5,219 | ||||||||||||
Operating Income (Loss)
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175 | (232 | ) | 295 | (2,202 | ) | ||||||||||
Other Income (Expense) | 0 | 0 | 0 | (5 | ) | |||||||||||
Net Income (Loss) | $ | 175 | $ | (232 | ) | $ | 295 | $ | (2,207 | ) | ||||||
EBITDA (non-GAAP measure)
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302 | (26 | ) | 659 | (1,660 | ) | ||||||||||
Net Income (Loss)
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175 | (232 | ) | 295 | (2,207 | ) | ||||||||||
Depreciation and Amortization
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127 | 206 | 364 | 547 | ||||||||||||
EBITDA (non-GAAP measure) | $ | 302 | $ | (26 | ) | $ | 659 | $ | (1,660 | ) |
1.
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Segregation of duties: We did not maintain sufficient segregation of duties to ensure the review process related to significant and non-routine transactions in the financial reporting process.
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Exhibit
No.
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Description
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2.2
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Amendment No. 1 to Merger Agreement and Plan of Reorganization, dated as of July 1, 2013, among the Company, Ascend Merger Sub, LLC, Ascend Merger Sub, Inc., Kitara Media, LLC, New York Publishing Group, Inc. and the signing holders listed on the “Signing Holder Signature Page” thereto (incorporated by reference to Exhibit 2.2 included in the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2013)
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3.1
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Certificate of Amendment of the Certificate of Incorporation filed on August 19, 2013 (incorporated by reference to Appendix A of the Company’s Information Statement on Schedule 14C filed on July 26, 2013)
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10.1
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Registration Rights Agreement, dated as of July 1, 2013, by and among the Company, Selling Source, LLC and Robert Regular (incorporated by reference to Exhibit 10.1 included in the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2013)
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10.2
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Escrow Agreement, dated as of July 1, 2013, by and among the Company, the representatives of the former sole Member of Kitara Media, LLC and the former sole stockholder of New York Publishing Group, Inc., the committee representing the interests of the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 included in the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2013)
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10.3
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Form of Lockup (incorporated by reference to Exhibit 10.3 included in the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2013)
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10.4
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Employment Agreement by and between the Company and Robert Regular (incorporated by reference to Exhibit 10.4 included in the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2013)
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10.5
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Employment Agreement by and between the Company and Limor Regular (incorporated by reference to Exhibit 10.5 included in the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2013)
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10.6
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Employment Agreement by and between the Company and Lisa VanPatten (incorporated by reference to Exhibit 10.1 included in the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2013)
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Exhibit
No.
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Description
|
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101
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Condensed consolidated financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2013, formatted in XBRL: (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Cash Flows and (iv) Notes to Unaudited Financial Statements, as blocks of text and in detail.*
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101.INS
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XBRL Instance Document*
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101.SCH
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XBRL Taxonomy Extension Schema Document *
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document *
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document *
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document *
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KITARA MEDIA CORP.
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|||
By:
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/s/ Robert Regular
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||
Robert Regular
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|||
Chief Executive Officer
(Principal executive officer)
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|||
By:
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/s/ Lisa VanPatten
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||
Lisa VanPatten
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|||
Chief Financial Officer
(Principal financial and accounting officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Kitara Media Corp.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Robert Regular
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Robert Regular
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Chief Executive Officer
(Principal executive officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Kitara Media Corp.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
|
b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
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I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Lisa VanPatten
|
|
Lisa VanPatten
|
|
Chief Financial Officer
(Principal financial and accounting officer)
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/s/ Robert Regular
|
|
Robert Regular
|
|
Chief Executive Officer
|
|
(Principal executive officer)
|
/s/ Lisa VanPatten
|
|
Lisa VanPatten
|
|
Chief Financial Officer
|
|
(Principal financial and accounting officer)
|
Summary of Significant Accounting Policies (Policies)
|
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2013
|
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | Basis of Presentation
The accompanying unaudited interim consolidated financial statements and footnotes have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commissions (the “SEC”) regarding unaudited interim financial information. In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s Consolidated Balance Sheets, Statements of Operations, and Cash Flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full year due to seasonal and other factors. Certain information and footnote disclosures normally included in the consolidated financial statements in accordance with US GAAP have been omitted in accordance with the rules and regulations of the SEC. Accordingly, these unaudited interim consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the years ended December 31, 2011 and 2012 included in the Company’s Current Report on Form 8-K/A filing made with the SEC on September 16, 2013. |
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Principles of Consolidation | Principles of Consolidation
The unaudited interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in the accompanying unaudited interim consolidated financial statements. |
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Use of Estimates | Use of Estimates
The Company consolidated financial statements are prepared in conformity with US GAAP, which requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Actual results could differ materially from these estimates. |
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Cash and Cash Equivalents | Cash and Cash Equivalents
The Company considers all short-term, highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. |
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Restricted Cash | Restricted Cash
Restricted cash at September 30, 2013 and December 31, 2012, represents two security deposits. One is to be maintained in the form of an unconditional, irrevocable letter of credit issued to the benefit of the landlord for the corporate office space the Company has leased. The other is in the form of a deposit that will be held until the Company no longer occupies the office space for NYPG. The letter of credit is subjected to renewal annually until the lease expires. |
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Accounts Receivable | Accounts Receivable
Accounts receivable are stated at gross invoice amount less an allowance for doubtful accounts and sales credits.
The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the Company’s customers may have an inability to meet financial obligations, such as customer payment history, credit worthiness, and receivable amounts outstanding for an extended period beyond contractual terms. The Company uses assumptions and judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the amount expected to be collected. These allowances are re-evaluated and adjusted as additional information is received.
The allowance for doubtful accounts as of September 30, 2013 and December 31, 2012 was $101, and $243, respectively. |
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Property and Equipment | Property and Equipment
Property and equipment are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization expense are computed using the straight-line method over the estimated useful lives of the assets, generally, three years for computer equipment and purchased software, three to five years for furniture and equipment, the shorter of the useful life and the term of the lease for leasehold improvements.
The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. Long-lived assets and certain identifiable intangible assets with definite lives are reviewed for impairment in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360 “Property, Plant, and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.
The Company follows the guidance of ASC Topic 350-40, “Internal-Use Software” and ASC Topic 985-20, “Costs of Software to be Sold, Leased or Marketed” in regards to the capitalization of software development costs. The Company’s unamortized capitalized costs related software to be sold, leased or marketed were $0 and $0 as of September 30, 2013 and December 31, 2012, respectively. The Company’s amortization of these capitalized software development costs for the three months ended September 30, 2013 and 2012 was $0 and $96, respectively. The Company’s amortization of these capitalized software development costs for the nine months ended September 30, 2013 and 2012 was $0 and $218, respectively. No impairment losses were recognized for the three and nine months ended September 30, 2013 and 2012.
In accordance with ASC 985-20 “Accounting for the Cost of Computer Software to be Sold, Leased or Otherwise Marketed,” software development
costs are expensed as incurred until technological feasibility (generally in the form of a working model) has been established. Research and development costs which consist primarily of salaries and fees paid to third parties for the development of software and applications are expensed as incurred. The Company capitalizes only those costs directly attributable to the development of the software. Capitalization of these costs begins upon the establishment of technological feasibility. Activities undertaken after the products are available for release to customers to correct errors or keep the product up to date are expensed as incurred. Capitalized software development costs will be amortized over the estimated economic life of the software once the product is available for general release to customers. Capitalized software development costs will be amortized over the greater of the ratio of current revenue to total projected revenue for a product or the straight-line method. The Company will periodically perform reviews of the recoverability of such capitalized software costs. At the time a determination is made that capitalized amounts are not recoverable based on the estimated cash flows to be generated from the applicable software, any remaining capitalized amounts are written off. |
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Intangible Assets | Intangible Assets
The Company recorded intangible assets for its customer relationships and publisher relationships as a result of its acquisition by the Kitara Signing Holder, on August 31, 2010. The Company also recorded intangible assets for the assets acquired from NYPG for its subscribers and website on July 1, 2013.
For intangible assets with definite useful lives, the Company amortizes the cost over the estimated useful lives and assesses any impairment by estimating the future cash flow from the associated asset in accordance with ASC Topic 350. The Company reviews annually the useful life of its intangible assets. No impairment losses were recognized for the three and nine months ended September 30, 2013 and 2012. |
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Revenue Recognition | Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 605, “Revenue Recognition.” Accordingly, the Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement exists, no significant Company obligations remain, collection of the related receivable is reasonably assured and the amounts are fixed and determinable.
The Company’s revenues are recognized in the period that the actions occur or when services are provided and the criteria of ASC Topic 605 are met. Additionally, consistent with the provisions of ASC Topic 605-45, “Principle Agent Considerations,” (“ASC Topic 605-45”), the Company’s revenues are recorded on a gross basis and publisher expenses that are directly related to a revenue-generating event are recorded as a component of cost of revenues.
Prepayments and amounts on deposit from customers are recorded as an advertiser deposit liability and are included in either accounts payable and accrued liabilities or accounts receivable, net, in the accompanying consolidated balance sheets. |
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Cost of Revenues | Cost of Revenues
Cost of revenues consists of payments to publishers that are directly related to a revenue-generating event, potential sales leads and for advertisements displayed on their sites. The Company becomes obligated to make payments to publishers in the period the actions or lead-based information are delivered or occur. The Company also purchases key words on search engines in order to direct consumers to its websites. |
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Other Operating Expenses | Other Operating Expenses
Other operating expenses include sales and marketing expenses, technology expenses, bad debt expenses, insurance, administrative expenses and other general overhead costs. Sales and marketing expenses consist primarily of travel, trade show and marketing material costs and are charged to operations during the year in which they are incurred. Technology expenses include costs associated with the maintenance of the Company’s technology platforms, as well as costs for contracted services and supplies. |
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Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers
The Company's largest customers accounted for approximately 68% (three customers) and 27% (two customers) of the Company's revenues for the three months ended September 30, 2013 and 2012, respectively, and approximately 71% and 13% of accounts receivable as of September 30, 2013 and 2012, respectively, and 42% (two customers) and 54% (four customers) of the Company's revenue for the nine months ended September 30, 2013 and 2012, respectively, and approximately 49% and 42% of accounts receivable as of September 30, 2013 and 2012, respectively. The Company's largest vendors accounted for approximately 50% (one vendor) and 46% (two vendors) of the Company's cost of revenues for the three months ended September 30, 2013 and 2012, respectively and approximately 40% and 1% of the related accounts payable as of September 30, 2013 and 2012, respectively, and 44% (two vendors) and 42% (two vendors) of the Company's cost of revenues for the nine months ended September 30, 2013 and 2012, respectively, and approximately 40% and 1% of the related accounts payable as of September 30, 2013 and 2012, respectively.
Kitara Media operates in a free market bid-based environment. Customer concentration is a reflection of obtaining the highest bid.
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Accounts are insured by the FDIC up to $250. In August 2011, the FDIC announced a temporary unlimited coverage for noninterest-bearing transaction accounts from December 31, 2010 through December 31, 2012. As of September 30, 2013, the Company held cash balances in excess of federally insured limits.
Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and sales credits. |
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Business Combination | Business Combination
For a business combination, the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree are recognized at the acquisition date, measured at their fair values as of that date. In a business combination achieved in stages, the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, are recognized at the full amounts of their fair values. In a bargain purchase in which the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus any non-controlling interest in the acquiree, that excess in earnings are recognized as a gain attributable to the Company.
Deferred tax liability and asset were recognized for the deferred tax consequences of differences between the tax bases and the recognized values of assets acquired and liabilities assumed in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 740-10. |
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Fair Value of Financial Instruments | Fair Value of Financial Instruments
ASC Topic 825 “Financial Instruments” requires that fair value be disclosed for the Company’s financial instruments. The Company’s financial instruments, including cash, accounts receivable, other receivables, accounts payable and accrued liabilities are carried at historical cost basis. At September 30, 2013 and December 31, 2012, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. |
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Income Taxes | Income Taxes
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement, and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carry forwards will result in a benefit based on expected profitability by tax jurisdiction.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liabilities. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
The Company accounts for uncertain tax positions in accordance with ASC 740—“Income Taxes”. No uncertain tax provisions have been identified. The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying condensed consolidated statements of operations.
In accordance with ASC 740, the Company evaluates whether a valuation allowance should be established against the net deferred tax assets based upon the consideration of all available evidence and using a “more likely than not” standard. Significant weight is given to evidence that can be objectively verified. The determination to record a valuation allowance is based on the recent history of cumulative losses and current operating performance. In conducting the analysis, the Company utilizes an approach, which considers the current year loss, including an assessment of the degree to which any losses are driven by items that are unusual in nature and incurred to improve future profitability. In addition, the Company reviews changes in near-term market conditions and any other factors arising during the period, which may impact its future operating results. |
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Net earnings per share | Net earnings per share
Basic net earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options. The computation of diluted earnings per share excludes those with an exercise price in excess of the average market price of the Company’s common shares during the periods presented.
The computation of diluted earnings per share excludes outstanding options in periods where the exercise of such options would be anti-dilutive. For the three months ended September 30, 2013 and 2012 there were 2,425,000 and 150,000 options, respectively, excluded from the computation of earnings per share because they were anti-dilutive. For the nine months ended September 30, 2013 and 2012 there were 2,425,000 and 150,000 options, respectively, excluded from the computation of earnings per share because they were anti-dilutive.
The reconciliation of the weighted average number of shares of Common Stock used in the calculation of basic and diluted earnings per common share for the three and nine months ended September 30, 2013 are as follows:
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Stock Compensation Policy | Stock Compensation Policy
The Company accounts for stock based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). ASC 718 establishes accounting for stock-based awards exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s common stock options are estimated using the Black Scholes option-pricing model with the following assumptions: expected volatility, dividend rate, risk free interest rate and the expected life. The Company calculates the expected volatility using the historical volatility over the most recent period equal to the expected term and evaluates the extent to which available information indicate that future volatility may differ from historical volatility. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant. The Company has not experienced significant exercise activity on stock options. Due to the lack of historical information, the Company determined the expected term of its stock option awards issued using the simplified method. The simplified method assumes each vesting tranche of the award has a term equal to the midpoint between when the award vests and when the award expires. The Company expenses stock-based compensation by using the straight-line method |
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Subsequent Events | Subsequent Events
The Company has evaluated events that occurred subsequent to September 30, 2013 through the date these financial statements were issued. Management has concluded that no additional subsequent events required disclosure in these financial statements other than those identified in Note 11. |
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