Propel Media Inc (PROM)

[db7]

well this helps->

Form 8-K for PROPEL MEDIA, INC.


28-Jan-2016

Entry into a Material Definitive Agreement, Financial Statements and Exhibits



Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2016, Propel Media, Inc. (the "Company") entered into a Third Amendment (the "Amendment") to the Unit Exchange Agreement (the "Exchange Agreement"), dated as of October 10, 2014, as amended, by and among the Company, Kitara Media Corp. ("Kitara"), Propel Media LLC, formerly known as Future Ads LLC ("Propel"), and the former members of Propel (the "Transferors").

As previously reported, on January 28, 2015, the Company consummated the transactions contemplated by the Exchange Agreement and by the Agreement and Plan of Reorganization (the "Reorganization Agreement"), dated as of October 10, 2014, by and among Kitara, the Company, and Kitara Merger Sub, Inc. Upon consummation of such transactions, (i) Kitara and Propel became wholly-owned subsidiaries of the Company, (ii) the former stockholders of Kitara and certain of the Transferors became stockholders of the Company and (iii) the Company became the new publicly traded company.

Prior to the Amendment, the Exchange Agreement provided that, on or prior to June 30, 2016, $10,000,000 of additional consideration (the "Additional Consideration") was payable by the Company to the Transferors in cash and/or shares of the Company's common stock. The Amendment modifies the payment terms of the Additional Consideration by, among other things:

? Extending, from June 30, 2016 to June 30, 2019, the deadline for the payment of the Additional Consideration.

? Extending, from June 30, 2016 to June 30, 2019, the end of the period during which the Company and its affiliates are required to use their reasonable best efforts to complete equity financings that would raise sufficient net proceeds to pay the $10,000,000 of Additional Consideration in cash to the Transferors (the "Equity Financing Period").

? Requiring the Company's board of directors, at least two times per year during the Equity Financing Period, to determine, in its sole and absolute discretion, the amount, if any, of the Company's working capital available to be used to pay the Additional Consideration 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, 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.

? Permitting Mr. Pobre, on behalf of the Transferors, to elect, during the ten day period following each December 31stduring the Equity Financing Period, commencing with December 31, 2016, to receive any unpaid amount of the Additional Consideration in shares of the Company's common stock.

The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached as an exhibit hereto and is incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.




Exhibit No. Description
2.1 Third Amendment, dated as of January 26, 2016, to the Unit Exchange
Agreement, dated as of October 10, 2014, by and among Kitara Media
Corp., Propel Media, Inc., formerly known as Kitara Holdco Corp.,
Propel Media LLC, formerly known as Future Ads LLC, Lowenstein
Enterprises Corporation, Family Trust of Jared L. Pobre U/A DTD
12/13/2004, Newport Holding Trust and Neptune Capital Trust.

[db7]

today is the 1st day futureads.com/ is redirecting to propelmedia.com


I'm cashless BUT if I had cash I'd probably snag those .24's... time will tell if that is a good idea or not

[db7]

hiring a CFO:

https://www.linkedin.com/jobs2/view/104935921?trk=vsrp_jobs_res_pri_act&trkInfo=VSRPsearchId%3A363323761451412125930%2CVSRPtargetId%3A104935921%2CVSRPcmpt%3Aprimary


excerpt (bold by me):



KEY RESPONSIBILITIES:
•Define the company’s financial strategy
•Analyze and present financial reports in an accurate and timely manner; clearly communicate monthly, quarterly and annual financial statements; coordinate and lead the annual audit process, liaise with external auditors
•Work with executive team to develop the annual corporate financial budget, including the underlying departmental budgets
•Effectively communicate and present the critical financial matters to the Board of Directors
•Refine the revenue recognition process
•Manage organizational cash flow and forecasting
•Prepare monthly reporting packages
•Oversee enterprise risk management
•Provide guidance and analysis for corporate development and M&A activities
•Responsible for all financial and accounting functions including policy development and implementation, and financial system development and management
•Assure that accounting records are prepared, maintained and reported in accordance with generally accepted accounting principles and for statutory reporting
•Update and implement all accounting practices
•Development and management of internal financial controls
•Assess corporate development opportunities
•Direct the preparation, review, and dissemination of monthly operational performance reports summarizing key performance indicators.
•Identify and develop solutions to improve business processes and reporting
•Develop enhanced financial reporting tools for senior management, for each business segment, to be provided on a timely, proactive basis for decision making
•Provide financial support to executives driving strategic initiatives (e.g., global expansion)

[db7]

website looks 'rebranded'.. ie: new green logo and it looks like more futureads content showing up on it now too(?)


https://www.propelmedia.com/technology/



maybe they finally attempt get awareness in 2016??




update, went to their facebook page.. apparently they put their new brand image etc there yesterday

https://www.facebook.com/PropelMedia

[db7]

Propel Media Delivers Improved Third Quarter Profitability

- Revenues of $19.1 million and adjusted EBITDA of $6.0 million
- Profitability driven by strong growth in Company's owned and operated user audience
- Investments in key video and native advertising initiatives positions Propel Media for growth


JERSEY CITY, N.J., Nov. 12, 2015 /PRNewswire/ -- Propel Media, Inc. (OTCBB: PROM), a performance focused digital media company bringing together online video, display and mobile advertising technology and solutions to advertisers, app developers and publishers, announced that it achieved revenue of $19.1 million and adjusted EBITDA of $6.0 million in its 2015 third quarter.

"Propel Media's profitability was up significantly over Q2 2015 due to our ability to improve advertiser performance metrics," said Bob Regular, Propel Media's Chief Executive Officer. "We also are pleased that our margins improved dramatically over Q2 as a result of contributions from new native ad products introduced last quarter and from improved performance from our expanded owned and operated audience network," Mr. Regular added.

Third Quarter Business Highlights:
•United States owned and operated ("O&O") audience base expansion – Media buying activities to expand the Company's O&O audience base was key to profit expansion
•Enhanced data optimization and audience targeting attributed to improved advertiser performance metrics.
•New Product Monetization – Contextual native ad formats introduced in Q2 2015 contributed meaningful revenues and margins in Q3 2015

"We have been pleased to see our advertisers meeting their ROI goals by advertising with Propel Media. We see that satisfying the advertising metrics of our advertisers as essential to driving our long-term success," said Marv Tseu, Propel Media President. "We are very pleased that in Q3 2015 we expanded our owned and operated audience network. This enhanced audience network provides improved performance for our advertisers which, along with enhanced data optimization and audience targeting provided us with gross profit improvements over Q2 of 2015," said Mr. Tseu.

Further details concerning the results of operations for the three and nine months ended September 30, 2015 are contained in the Quarterly Report on Form 10-Q that Propel Media filed with the Securities and Exchange Commission earlier today.

About Propel Media

Propel Media is a performance driven digital media company bringing together online video, display and mobile advertising technology and solutions to advertisers, app developers and publishers. Our mission is to provide exceptional performance for our partners.

Propel Media delivers the right strategy, content and technology in front of the right audience at the right time to produce the best results. Our team brings the "how" through the advancement of multi-platform offerings, investment in proprietary advanced optimization, targeting technologies, on-going commitment to product research and development and a deep focus on ROI for all clients.

Led by industry veterans, our team of engineers, analysts, ad operations, business development and sales staff are comprised of capable, driven and determined individuals whose commitment to client services is outstanding.

The Company has offices in Irvine, CA and Jersey City, NJ. For more information visit: http://www.propelmedia.com

Forward-Looking Statements

Certain information and statements contained in this press release, including those regarding Propel Media's capital structure, ability to execute its operating plan, anticipated financial flexibility and other statements that are not statements of historical fact, are forward-looking statements within the meaning of federal securities laws. These statements may be identified, without limitation, by the use of forward-looking terminology such as "anticipates", "expects," "will" or comparable terms or the negative thereof. Such statements are based on management's current estimates, assumptions that management believes to be reasonable, and currently available competitive, financial, and economic data as of the date hereof and we undertake no obligation to update any such statements to reflect subsequent changes in events or circumstances. Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Propel Media and not all of which are known to Propel Media, including, without limitation those risk factors described from time to time in Propel Media's reports filed with the SEC. Among the factors that could cause actual results to differ materially are Propel Media's: loss of key advertising customers; inability to acquire new advertising customers; inability to expand its video content library; inability to protect its intellectual property; inability to comply with the covenants in its credit facility; inability to obtain necessary financing or enter into equity arrangements with existing or new institutional shareholders; inability to execute its acquisition strategy; inability to effectively manage its growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; and general economic conditions.

Use of Non-GAAP Financial Information

To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles ("GAAP"), Propel Media reports Adjusted EBITDA, which is non-GAAP financial measure. Propel Media calculates Adjusted EBITDA by taking net income and adding back depreciation and amortization, income tax benefit, interest expense and stock-based compensation. Propel Media uses this non-GAAP financial measure for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Propel Media believes that these measures provide useful information about operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP financial measures should be considered in addition to results and guidance prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The non-GAAP financial measures included in this press release have been reconciled to the nearest GAAP measure in the table following the financial statements attached to this press release.







Propel Media, Inc. and Subsidiaries


Condensed Consolidated Balance Sheets



As of


Assets

September 30, 2015


December 31, 2014



(unaudited)




Current assets





Cash

$ 2,385,000


$ 3,675,000


Accounts receivable, net

8,690,000


8,054,000


Prepaid expenses

703,000


343,000


Deferred tax assets, current

735,000


-


Other current assets

249,000


-


Total current assets

12,762,000


12,072,000







Property and equipment, net

2,788,000


2,034,000


Restricted cash

90,000


-


Intangible assets

528,000


-


Goodwill

3,815,000


-


Deferred tax assets, non-current

32,918,000


-


Other assets

543,000


56,000


Total assets

$ 53,444,000


$ 14,162,000







Liabilities and Stockholders' (Deficit) Equity





Current liabilities





Accounts payable

$ 4,417,000


$ 3,540,000


Accrued expenses

2,409,000


4,184,000


Advertiser deposits

2,582,000


2,610,000


Obligations to transferors, current portion

12,624,000


650,000


Current portion of long term debt

6,223,000


-


Revolving credit facility

2,471,000


-


Total current liabilities

30,726,000


10,984,000







Long-term debt

70,015,000


-


Obligations to transferors, less current portion

4,300,000


-


Other non-current liabilities

472,000


464,000


Note payable stockholder, non-current, net

104,000


-


Total liabilities

105,617,000


11,448,000







Commitments and contingencies










Stockholders' (Deficit) Equity





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 and 154,125,921,





at September 30, 2015 and December 31, 2014, respectively

25,000


15,000


Additional paid-in capital

952,000


-


Accumulated (deficit) earnings

(53,150,000)


2,699,000


Total stockholders' (deficit) equity

(52,173,000)


2,714,000


Total liabilities and stockholders' (deficit) equity

$ 53,444,000


$ 14,162,000













Propel Media, Inc. and Subsidiaries


Condensed Consolidated Statements of Income


(unaudited)












For the Three Months Ended September 30,


For the Nine Months Ended September 30,



2015


2014


2015


2014











Revenues

$ 19,106,000


$ 20,587,000


$ 60,052,000


$ 66,237,000


Cost of revenues

7,304,000


8,683,000


27,490,000


29,390,000


Gross profit

11,802,000


11,904,000


32,562,000


36,847,000











Operating expenses:









Salaries, commissions, benefits and related expenses

3,939,000


3,013,000


11,158,000


9,156,000


Technology development and maintenance

935,000


530,000


2,855,000


1,718,000


Marketing and promotional

23,000


72,000


55,000


240,000


General and administrative

1,149,000


354,000


2,621,000


1,163,000


Professional services

204,000


516,000


1,531,000


947,000


Depreciation and amortization

498,000


334,000


1,321,000


976,000











Operating expenses

6,748,000


4,819,000


19,541,000


14,200,000











Operating income

5,054,000


7,085,000


13,021,000


22,647,000











Interest expense

(3,645,000)


-


(9,989,000)


(1,000)











Income before income tax (expense) benefit

1,409,000


7,085,000


3,032,000


22,646,000


Income tax (expense) benefit

(972,000)


-


31,053,000


-


Net income

$ 437,000


$ 7,085,000


$ 34,085,000


$ 22,646,000











Net income per common share, basic and diluted

$ 0.00


$ 0.05


$ 0.14


$ 0.15











Weighted average number of common shares outstanding, basic and diluted

250,010,162


154,125,921


240,527,105


154,125,921











Pro-forma computation related to conversion to a C corporation upon









completion of the reverse merger with Kitara Media Corp.:









Historical pre-tax net income before income taxes

$ 1,409,000


7,085,000


$ 3,032,000


22,646,000


Pro-forma income tax expense

562,000


2,827,000


1,210,000


9,036,000


Pro-forma net income

$ 847,000


$ 4,258,000


$ 1,822,000


$ 13,610,000











Unaudited pro-forma net income per common share - basic and diluted

$ 0.00


$ 0.03


$ 0.01


$ 0.09











Weighted average number of shares outstanding - basic and diluted

250,010,162


154,125,921


240,527,105


154,125,921




























Propel Media, Inc. and Subsidiaries


Reconciliation of Non-GAAP Information


(Unaudited)














For the Three Months Ended September 30,


For the Nine Months Ended September 30,




2015


2014


2015


2014






















Net income (GAAP)

$ 437,000


$ 7,085,000


$ 34,085,000


$ 22,646,000


Add (subtract) the following items:









Depreciation and amortization

498,000


334,000


1,321,000


976,000


Income tax expense (benefit)

972,000


-


(31,053,000)


-


Interest expense

3,645,000


-


9,989,000


1,000


Stock-based compensation

408,000


-


952,000


-


Adjusted EBITDA (non-GAAP)

$ 5,960,000


$ 7,419,000


$ 15,294,000


$ 23,623,000
















To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/propel-media-delivers-improved-third-quarter-profitability-300178263.html

[db7]

Propel Media Delivers A Profitable Second Quarter

- Revenues of $19.5 million and adjusted EBITDA of $4.2 million
- Successful integration of Future Ads with legacy Kitara Media business
- Successful launch of Propel Media corporate branding
- Investments in key initiatives position Propel Media for growth


.

PR Newswire
Propel Media, Inc.
42 minutes ago








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JERSEY CITY, N.J., Aug. 17, 2015 /PRNewswire/ -- Propel Media, Inc. (PROM), a performance focused digital media company bringing together online video, display and mobile advertising technology and solutions to advertisers, app developers and publishers, announced that it achieved revenue of $19.5 million and adjusted EBITDA of $4.2 million in its 2015 second quarter. Adjusted EBITDA was negatively impacted by a $701,000 tax benefit for the quarter as part of the approximately $35 million deferred tax asset from the Kitara-Future Ads merger in January 2015.

The Propel Media team delivered strong profitability and operational execution in our first full quarter following the merger with Future Ads despite strong ad tech industry headwinds," said Bob Regular, Propel Media's Chief Executive Officer. "We are pleased to have achieved several key initiatives in video, native and mobile in this quarter to fuel future growth opportunities," said Mr. Regular. "With the consummation in Q1 of our merger with Future Ads, we have set the company on a positive course with positive EBITDA returns, as compared to the legacy performance of the public company prior to the merger," Mr. Regular added.

Second Quarter Business Highlights:
•Product Expansion - Launched contextual native advertising solutions and enhanced our mobile video products and services.
•Technology Expansion – Launched advanced analytics and optimization tools for increased advertiser performance and retention.
•Market Expansion – Increased sales resources to open up new international markets.

"We enhanced our video platform which improves our video-on-mobile capabilities and we launched our new native ad product. Plus, we have advanced our analytics and optimization tools to substantially increase advertising performance and ad viewability," said Marv Tseu, Propel Media President. We also invested in products and technology to further align ourselves with the current market requirements to improve advertiser performance furthering our efforts to build and sustain long-term profitable growth," said Mr. Tseu.

Further details concerning the results of operations for the three months ended June 30, 2015 are contained in the Quarterly Report on Form 10-Q that Propel Media filed with the Securities and Exchange Commission on August 13, 2015.

About Propel Media

Propel Media is a performance driven digital media company bringing together online video, display and mobile advertising technology and solutions to advertisers, app developers and publishers. Our mission is to provide exceptional performance for our partners.

Propel Media delivers the right strategy, content and technology in front of the right audience at the right time to produce the best results. Our team brings the "how" through the advancement of multi-platform offerings, investment in proprietary advanced optimization, targeting technologies, on-going commitment to product research and development and a deep focus on ROI for all clients.

Led by industry veterans, our team of engineers, analysts, ad operations, business development and sales staff are comprised of capable, driven and determined individuals whose commitment to client services is outstanding.

The company has offices in Irvine, CA and Jersey City, NJ. For more information visit: http://www.propelmedia.com

Forward-Looking Statements:

Certain information and statements contained in this press release, including those regarding Propel Media's capital structure, ability to execute its operating plan, anticipated financial flexibility and other statements that are not statements of historical fact, are forward-looking statements within the meaning of federal securities laws. These statements may be identified, without limitation, by the use of forward-looking terminology such as "anticipates", "expects," "will" or comparable terms or the negative thereof. Such statements are based on management's current estimates, assumptions that management believes to be reasonable, and currently available competitive, financial, and economic data as of the date hereof and we undertake no obligation to update any such statements to reflect subsequent changes in events or circumstances. Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Propel Media and not all of which are known to Propel Media, including, without limitation those risk factors described from time to time in Propel Media's reports filed with the SEC. Among the factors that could cause actual results to differ materially are Propel Media's: loss of key advertising customers; inability to acquire new advertising customers; inability to expand its video content library; inability to protect its intellectual property; inability to comply with the covenants in its credit facility; inability to obtain necessary financing or enter into equity arrangements with existing or new institutional shareholders; inability to execute its acquisition strategy; inability to effectively manage its growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; and general economic conditions.

Non-GAAP Financial Measures

To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles ("GAAP"), Propel Media reports Adjusted EBITDA, which is non-GAAP financial measure. Propel Media calculates Adjusted EBITDA by taking net income and adding back depreciation and amortization, income tax benefit, interest expense and stock-based compensation. Propel Media uses this non-GAAP financial measure for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Propel Media believes that these measures provide useful information about operating results, enhances the overall understanding of past financial performance and future prospects, and allows for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP financial measures should be considered in addition to results and guidance prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The non-GAAP financial measures included in this press release have been reconciled to the nearest GAAP measure in the table following the financial statement attached to this press release.





Propel Media, Inc. and Subsidiaries


Condensed Consolidated Balance Sheets



As of


Assets

June 30, 2015


December 31, 2014



(unaudited)




Current assets





Cash

$ 2,218,000


$ 3,675,000


Accounts receivable, net

9,293,000


8,054,000


Prepaid expenses

2,033,000


343,000


Deferred tax assets, current

142,000


-


Other current assets

254,000


-


Total current assets

13,940,000


12,072,000







Property and equipment, net

2,910,000


2,034,000


Restricted cash

513,000


-


Intangible assets

567,000


-


Goodwill

2,467,000


-


Deferred tax assets, non-current

34,584,000


-


Other assets

604,000


56,000


Total assets

$ 55,585,000


$ 14,162,000







Liabilities and Stockholders' (Deficit) Equity





Current liabilities





Accounts payable

$ 6,371,000


$ 3,540,000


Accrued expenses

2,257,000


4,184,000


Advertiser deposits

2,722,000


2,610,000


Obligations to transferors, current portion

12,433,000


650,000


Short-term portion of long-term debt

6,205,000


-


Revolving credit facility

3,196,000


-


Total current liabilities

33,184,000


10,984,000







Long-term debt

70,730,000


-


Obligations to transferors, less current portion

4,194,000


-


Other non-current liabilities

393,000


464,000


Note payable stockholder, non-current, net

102,000


-


Total liabilities

108,603,000


11,448,000







Commitments and contingencies










Stockholders' (Deficit) Equity





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,

25,000


15,000


issued and outstanding 250,010,162 and 154,125,921,





at June 30, 2015 and December 31, 2014, respectively





Additional paid-in capital

544,000


-


Accumulated (deficit) earnings

(53,587,000)


2,699,000


Total stockholders' (deficit) equity

(53,018,000)


2,714,000


Total liabilities and stockholders' (deficit) equity

$ 55,585,000


$ 14,162,000






Propel Media, Inc. and Subsidiaries


Condensed Consolidated Statements of Income


(unaudited)












For the Three Months Ended June 30,


For the Six Months Ended June 30,



2015


2014


2015


2014











Revenues

$ 19,455,000


$ 20,981,000


$ 40,946,000


$ 45,650,000


Cost of revenues

10,014,000


9,412,000


20,186,000


20,707,000


Gross profit

9,441,000


11,569,000


20,760,000


24,943,000











Operating expenses:









Salaries, commissions, benefits and related expenses

3,550,000


2,602,000


7,219,000


6,143,000


Technology development and maintenance

1,031,000


570,000


1,920,000


1,188,000


Marketing and promotional

7,000


66,000


32,000


168,000


General and administrative

513,000


490,000


1,472,000


809,000


Professional services

590,000


258,000


1,327,000


431,000


Depreciation and amortization

438,000


322,000


823,000


642,000











Operating expenses

6,129,000


4,308,000


12,793,000


9,381,000











Operating income

3,312,000


7,261,000


7,967,000


15,562,000











Interest expense

(3,937,000)


(1,000)


(6,344,000)


(1,000)











(Loss) income before income tax benefit

(625,000)


7,260,000


1,623,000


15,561,000


Income tax benefit

701,000


-


32,025,000


-


Net income

$ 76,000


$ 7,260,000


$ 33,648,000


$ 15,561,000











Net income per common share, basic and diluted

$ 0.00


$ 0.05


$ 0.14


$ 0.10











Weighted average number of common shares outstanding, basic and diluted

250,010,162


154,125,921


235,706,988


154,125,921











Pro-forma computation related to conversion to a C corporation upon









completion of the reverse merger with Kitara Media Corp.









Historical pre-tax net income before income taxes

$ (625,000)


7,260,000


$ 1,623,000


15,561,000


Pro-forma income tax expense

(249,000)


2,897,000


648,000


6,209,000


Pro-forma net income

$ (376,000)


$ 4,363,000


$ 975,000


$ 9,352,000











Unaudited pro-forma net income per common share - basic and diluted

$ (0.00)


$ 0.03


$ 0.00


$ 0.06











Weighted average number of shares outstanding - basic and diluted

250,010,162


154,125,921


235,706,988


154,125,921






Propel Media, Inc. and Subsidiaries


Reconciliation of Non-GAAP Information


(Unaudited)














For the Three Months Ended June 30,


For the Six Months Ended June 30,




2015


2014


2015


2014






















Net income (GAAP)

76,000


$ 7,260,000


33,648,000


$ 15,561,000


Add (subtract) the following items:









Depreciation and amortization

438,000


322,000


823,000


642,000


Income tax benefit

(701,000)


-


(32,025,000)


-


Interest expense

3,937,000


1,000


6,344,000


1,000


Stock-based compensation

405,000


-


544,000


-


Adjusted EBITDA (non-GAAP)

$ 4,155,000


$ 7,583,000


$ 9,334,000


$ 16,204,000


To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/propel-media-delivers-a-profitable-second-quarter-300129111.html

[db7]

I bought the .25 ask.. too cheap imo

[db7]

look at this guys credentials and the companies he is/was affiliated with

HUGE

what it will do for us here............ time will tell-

[db7]

best news in a long time imo:




Form 8-K for PROPEL MEDIA, INC.


22-May-2015

Change in Directors or Principal Officers



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 20, 2015, John Quelch was appointed as a director of Propel Media, Inc. ("Propel").

John A. Quelch, C.B.E., D.B.A., has been the Charles Edward Wilson Professor of Business Administration at Harvard Business School and professor in Health Policy and Management at Harvard School of Public Health since February 2013. Between February 2011 and January 2013, Dr. Quelch served as Dean, Vice President and Distinguished Professor of International Management at the China Europe International Business School in Shanghai. From July 2001 through January 2011, he was professor and Senior Associate Dean at the Harvard Business School. From July 1998 through June 2001, he was Dean of the London Business School. Dr. Quelch also serves as a director of Luvo, a food company, and Alere Inc., a rapid diagnostics test company. Dr. Quelch served as a director of DataLogix from 2013 to 2015, of WPP plc from 1988 to 2013, of Pepsi Bottling Group from 2005 to 2010 and of Gentiva Health Services, Inc. from 2006 to 2009. Through his international business experience and academic credentials, Dr. Quelch brings to Propel's Board both industry and academic expertise in marketing and organizational management.

Upon the appointment of Dr. Quelch, Propel issued him an option to purchase an aggregate of 350,000 shares of Propel's common stock at an exercise price equal to $0.55 per share, which was the fair market value of the common stock on the date of grant, vesting over three years.

Propel also entered into its standard form of indemnification agreement with Dr. Quelch that provides customary indemnification rights.

[db7]

while nice that there is positive EBITDA vs most of the industry... IMO, we way overpaid for both Kitara and now Future Ads

...and how all these people are pulling such huge salaries and options pkgs is beyond me given the performance

...and how all these 'connected' millionaires can't even give the stock a bid is also beyond me

ranting... yes...... disappointed... 'so far'

[levelnever]

At least the quarterly is much cleaner after the messiness of the merger. That said, despite the positive sounding quarterly, fact is we are 250,000,000 shares now and the results taking away the one time tax benefit are ~$6,000,000 less than last year at this time.

Clearly, still some merger expenses they are working through, and operating expenses are actually reasonable considering the combination of companies, but they really need to work on revenues here. Seems like pretty precipitous drop certainly in Kitara's side of things at least from last year. Next quarter should tell us trajectory, but as is, didn't get alot in return for all those shares so far. We'll see.

[db7]

Propel Media Launches with Profitable First Quarter Earnings

-- Revenues of $21.5 million and Adjusted EBITDA of $5.2 million
-- Net Income of $33.6 million, reflecting one-time tax benefit
-- Merger integration savings achieved ahead of schedule

PR Newswire
Propel Media, Inc.
17 minutes ago

JERSEY CITY, N.J., May 18, 2015 /PRNewswire/ -- Propel Media, Inc. (PROM), formed by the January merger of Kitara Media Corp. and Future Ads LLC, announced that it achieved revenue of $21.5 million and adjusted EBITDA of $5.2 million in its first quarter as a combined public company bringing together online video, display and mobile advertising technology solutions for advertisers, app developers and publishers.

"We are pleased that the merger of these leading ad tech companies has gone smoothly and that we were able to initiate cost savings initiatives and new business development strategies that we believe will provide operating benefits later this year," said Bob Regular, CEO of Propel Media. "We are excited that our proprietary Trafficvance and PROPEL+ technology platforms are launching dynamic video ad and content optimization capabilities to position Propel Media to take advantage of growth opportunities in an ever changing market environment," said Mr. Regular.

Our merger was accounted for as a reverse merger, with Future Ads as the accounting acquirer. The historical financial statements are those of Future Ads and Future Ads was deemed to have acquired Kitara on the date of the reverse merger. Upon the closing of the merger, Future Ads became subject to income taxes, and as such, we recorded a deferred income tax benefit of approximately $31 million.

Complete information on the Company's financial performance for the first quarter ended March 31, 2015 is set forth in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2015.

About Propel Media

Propel Media is a performance focused digital media company bringing together online video, display and mobile advertising technology and solutions to advertisers, app developers and publishers. Our mission is to provide exceptional performance for our partners.

The Company has offices in Irvine, CA and Jersey City, NJ. For more information visit: http://www.propelmedia.com

Forward-Looking Statements:

Certain information and statements contained in this press release, including those regarding Propel Media's capital structure, ability to execute its operating plan, anticipated financial flexibility and other statements that are not statements of historical fact, are forward-looking statements within the meaning of federal securities laws. These statements may be identified, without limitation, by the use of forward-looking terminology such as "anticipates", "expects," "will" or comparable terms or the negative thereof. Such statements are based on management's current estimates, assumptions that management believes to be reasonable, and currently available competitive, financial, and economic data as of the date hereof and we undertake no obligation to update any such statements to reflect subsequent changes in events or circumstances. Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Propel Media and not all of which are known to Propel Media, including, without limitation those risk factors described from time to time in Propel Media's reports filed with the SEC. Among the factors that could cause actual results to differ materially are Propel Media's: loss of key advertising customers; inability to acquire new advertising customers; inability to expand its video content library; inability to protect its intellectual property; inability to comply with the covenants in its credit facility; inability to obtain necessary financing or enter into equity arrangements with existing or new institutional shareholders; inability to execute its acquisition strategy; inability to effectively manage its growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; and general economic conditions.

Use of Non-GAAP Financial Information
In addition to the unaudited results presented in accordance with generally accepted accounting principles, or GAAP, in this press release, the Company presents adjusted EBITDA which is a non-GAAP measure. The adjusted EBITDA is determined by taking net income and adding back depreciation and amortization, income tax benefit, interest expense and stock-based compensation. The Company believes that this non-GAAP measure, viewed in addition to and not in lieu of the Company's reported GAAP results, provides useful information to investors by providing a more focused measure of operating results. This metric is an integral part of the Company's internal reporting to evaluate its operations and the performance of senior management. A reconciliation table to the comparable GAAP measure is available in the accompanying financial tables below. The non-GAAP measure presented herein may not be comparable to similarly titled measures presented by other companies.









Propel Media, Inc. and Subsidiaries


Condensed Consolidated Balance Sheets



As of


Assets

March 31, 2015


December 31, 2014



(unaudited)




Current assets





Cash

$ 6,346,000


$ 3,675,000


Accounts receivable, net

11,242,000


8,054,000


Prepaid expenses

602,000


343,000


Deferred tax assets, current

12,000


-


Other current assets

232,000


-


Total current assets

18,434,000


12,072,000







Property and equipment, net

3,050,000


2,034,000


Restricted cash

513,000


-


Intangible assets

586,000


-


Goodwill

2,467,000


-


Deferred tax assets, non-current

34,610,000


-


Other assets

698,000


56,000


Total assets

$ 60,358,000


$ 14,162,000







Liabilities and Stockholders' (Deficit) Equity





Current liabilities





Accounts payable

$ 7,622,000


$ 3,540,000


Accrued expenses

3,311,000


4,184,000


Advertiser deposits

2,627,000


2,610,000


Obligations to transferors

-


650,000


Short-term portion of long-term debt

6,189,000


-


Revolving credit facility

5,751,000


-


Total current liabilities

25,500,000


10,984,000







Long-term debt

71,442,000


-


Obligations to transferors

16,387,000


-


Other non-current liabilities

428,000


464,000


Note payable stockholder, non-current, net

100,000


-


Total liabilities

113,857,000


11,448,000







Commitments and contingencies










Stockholders' (Deficit) Equity





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,

25,000


15,000


issued and outstanding 250,010,162 and 154,125,921,





at March 31, 2015 and December 31, 2014, respectively





Additional paid-in capital

139,000


-


Accumulated (deficit) earnings

(53,663,000)


2,699,000


Total stockholders' (deficit) equity

(53,499,000)


2,714,000


Total liabilities and stockholders' (deficit) equity

$ 60,358,000


$ 14,162,000






Propel Media, Inc. and Subsidiaries


Condensed Consolidated Statements of Income


(unaudited)








For the Three Months Ended March 31,



2015


2014







Revenues

$ 21,491,000


$ 24,669,000


Cost of revenues

10,172,000


11,295,000


Gross profit

11,319,000


13,374,000







Operating expenses:





Salaries, commissions, benefits and related expenses

3,669,000


3,541,000


Technology development and maintenance

889,000


618,000


Marketing and promotional

25,000


102,000


General and administrative

959,000


319,000


Professional services

737,000


173,000


Depreciation and amortization

385,000


320,000







Operating expenses

6,664,000


5,073,000







Operating income

4,655,000


8,301,000







Interest expense

(2,407,000)


-







Income before income tax benefit

2,248,000


8,301,000


Income tax benefit

31,324,000


-


Net income

$ 33,572,000


$ 8,301,000












Net income per common share, basic and diluted

$ 0.15


$ 0.05







Weighted average number of common shares outstanding - basic and diluted

221,244,890


154,125,921







Pro-forma computation related to conversion to a C corporation upon





completion of the reverse merger with Kitara Media Corp.





Historical pre-tax net income before income taxes

$ 2,248,000


8,301,000


Pro-forma income tax expense

897,000


3,312,000


Pro-forma net income

$ 1,351,000


$ 4,989,000







Unaudited pro-forma net income per common share, basic and diluted

$ 0.01


$ 0.03







Weighted average number of shares outstanding - basic and diluted

221,244,890


154,125,921











Propel Media, Inc. and Subsidiaries






Reconciliation of Non-GAAP Information



(Unaudited)












For the Three Months Ended March 31,





2015


2014

















Net loss (GAAP)

$ 33,572,000


$ 8,301,000



Add (subtract) the following items:






Depreciation and amortization

385,000


320,000



Income tax benefit

(31,324,000)


-



Interest expense

2,407,000


-



Stock-based compensation

139,000


-



Adjusted EBITDA (non-GAAP)

$ 5,179,000


$ 8,621,000











To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/propel-media-launches-with-profitable-first-quarter-earnings-300084697.html

[levelnever]

Great sector to be in, but just haven't updated shareholders much beyond last filing. We'll see, maybe they are just busy still with solidifying merger, but until that happens or great results I think it will be hard for this thing to move.

[db7]

Q 'should' be out this week... sector has a lot of pr and chatter lately

however, still VERY quiet on the PROM front.........

ask is stacking at .56 (none of which is me fwiw)


we'll see... I wish they could at least 'try' to bring attention to her........... you'd think they have to 'at some point'


????????????????????????????????

[db7]

.47x.575, seems we have a bidder lately, also seems ask has been stacking up a bit

either way NEED to get interest and volume here at some point-

[db7]

.40 last trade.. now .43 x .59.. hope they get this actively trading at some point

[db7]

10k out.. have to run but weaker than I had hoped... 2014 Future Ads weaker than 2013... same with Kitara

Kitara lost A LOT of money.. Future Ads did ok but as a whole Kitara really brought things into the negative

just my take on things


net income (LOSS) of combined: (593,000 )


in a hurry so please verify

[db7]

hope to see 10k tomorrow

[db7]

nt-10k

[levelnever]

They got to start moving on things and telling shareholders what's going on. Not sure they have put much into IR side of house. I'm chalking it up to them being busy merging things for now, but hoping 2nd half things start moving nicely and they commit to building the PPS

[db7]

anxiously awaiting the 10k... unbelievable how this one just cannot get traction.... or bids.... or volume........

[db7]

8k, they sure have nice perks... hopefully they can do something for 'us' at some point

8-K 1 f8k030615_propelmedia.htm CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT



PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported): March 6, 2015



PROPEL MEDIA, INC.

(Exact Name of Registrant as Specified in Charter)



Delaware 000-55360 47-2133177
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)



525 Washington Blvd, Suite 2620, Jersey City, New Jersey 07310

(Address of Principal Executive Offices) (Zip Code)



[phone]

(Registrant’s Telephone Number, Including Area Code)



N/A

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))



















Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers..



On March 6, 2015, Propel Media, Inc. (the “Company”) entered into an employment agreement (each an “Employment Agreement” and collectively the “Employment Agreements”) with each of Jared Pobre, the Company’s Executive Chairman of the Board, Robert Regular, the Company’s Chief Executive Officer, Marv Tseu, the Company’s President, and David Shapiro, the Company’s Chief Corporate Development Officer and General Counsel (each an “Executive” and collectively the “Executives”).




Each Employment Agreement is for a term of three years, unless earlier terminated as provided in the agreement or unless extended by mutual written agreement of the Company and the Executive. If the Executive continues to work for the Company after the expiration of the term, his employment will be on the same terms as the Employment Agreement, except that he will be an “at will” employee and the severance provisions described below will no longer be in effect.



The Employment Agreements provide for base salaries of $250,000 for Mr. Pobre, $500,000 for Mr. Regular, $486,000 for Mr. Tseu and $320,000 for Mr. Shapiro. Each of the Executives will be reimbursed for his reasonable business expenses, subject to an exception for certain costs of commuting for Mr. Tseu.

Each of Messrs. Pobre and Regular is eligible to earn an annual bonus based on reaching individual and Company performance objectives to be defined by the Company’s board of directors over a reasonable time frame. Mr. Pobre’s bonus will be targeted at a percentage set by the Company’s board of directors. Mr. Regular’s bonus will be targeted at 50% of his base salary. Each of Messrs. Tseu and Shapiro will be eligible to earn bonuses during the course of each year of his employment based on reaching individual and Company performance objectives in accordance with the existing quarterly bonus program of Future Ads LLC (“Future Ads”), a wholly owned subsidiary of the Company. Under the quarterly bonus program, at the end of each fiscal quarter, the Company evaluates the financial performance of Future Ads and the performance of Messrs. Tseu and Shapiro and then calculates the bonuses for each Executive for such quarter.

In accordance with the Employment Agreements for Messrs. Regular, Tseu and Shapiro, on March 6, 2015, the Company granted an option to purchase 2,100,000 shares of common stock to Mr. Regular, an option to purchase 3,000,000 shares of common stock to Mr. Tseu and an option to purchase 3,000,000 shares of common stock to Mr. Shapiro. The options, which were granted under the Company’s 2014 Long-Term Incentive Equity Plan, have an exercise price of $0.55 per share and a term of 10 years. Each of the options vests as to one-quarter of the underlying shares on March 6, 2016 and vests as to the remainder of the underlying shares in twelve equal quarterly installments over the following three years.


The Employment Agreements provide that, in the event of a termination of an Executive’s employment by the Company without “cause” or by the Executive for “good reason” (each as defined in the Employment Agreements), the Company will pay him (i) an aggregate amount equal to 100% of his base salary, payable over the course of 12 months, subject to the Executive executing a general release of all claims against the Company, (ii) all valid expense reimbursements, and (iii) all accrued but unused vacation pay. In addition, all of Executive’s equity awards, including the options described above, will fully vest and be exercisable for one year following the termination of employment.





Each of the Employment Agreements restricts the Executive from disclosing confidential information concerning the business of the Company. The Employment Agreements for Messrs. Pobre and Regular also contain customary restrictive covenants relating to noncompetition and nonsolicitation, which run for the term of the Employment Agreements and until January 28, 2017.



2






SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: March 12, 2015



PROPEL MEDIA, INC.

By: /s/ David Shapiro
Name: David Shapiro
Title: Chief Corporate Development Officer and General Counsel





3

[db7]

new site is live: http://www.propelmedia.com/

[levelnever]

Shares remain in tight hands.

Not to reiterate, but clearly plans for an uplisting.
http://www.adotas.com/2015/01/kitara-media-corp-completes-merger-with-future-ads/

The newly combined company intends to apply for a listing on the NASDAQ Stock Market once it meets all listing criteria.

When and how they plan to meet all requirements will be curious to see.

[db7]

LOL... yep, 100 shares traded there..

[levelnever]

Was there a print up there? Lol, yeah super strange bid and ask action, saw that this morning. I told you, you'd be joining Ledecky up there soon enough :)

[db7]

$9.48 trade.. I'm a billionaire lol

[db7]

http://propelmedia.com/

[db7]

finally on the daily list ;) thanks Renee

[Renee]

Kitara Holdco Corp., KITM, changed to Propel Media Inc., PROM:

http://otce.finra.org/DailyList

[db7]

Yes sir! Closed at $3

[levelnever]

$3? trading again? Did you see that print? Right on the uplist line.

[db7]

now that is interesting.. I just assumed it had to do with Kitara's Propel technology: http://kitaramedia.com/technology/

[levelnever]

And the Trademark information, filed 11/4/14. http://www.trademarkia.com/mobile/trademark_detail.aspx?sid=86444265

[levelnever]

Repetitive, but Whois information on Propel Media. Set up by Future Ads on 6/2007 so they've held domain for quite a while.

https://who.godaddy.com/whoisstd.aspx?domain=propelmedia.com&prog_id=GoDaddy

[db7]

Ledecky more than impressed me with the Future Ads deal... I'm sure there were 100's of possible acquisitions BUT Future Ads has huge growth and more importantly, should bring positive earnings.... Which from what I see/hear is rare in this vertical.






please do your own dd, just me posting from memory...etc...etc

[db7]

aha! good catch.. hadn't noticed but yet PROM in my TDA now

[levelnever]

Still curious what the grand vision/plan is here besides clearly uplifting. I'm sure Ledecky is a number of steps ahead of our thinking as he proved in the last year.

[levelnever]

Seeing PROM pop up :) Nice deducing with Propel Media. Looks like that's going to be new symbol?

[db7]

the page is down now fwiw.. guess I should have kept my mouth shut lol

[db7]

reminder of 'possible' value based on yahoo/brightroll deal:





db7 Member Level Wednesday, 11/12/14 11:17:08 AM
Re: levelnever post# 417
Post # of 452

I’m just now seeing the brightroll / yahoo deal… explains the strength yesterday and today in Ad Tech…


“
It also helps explain why San Francisco-based BrightRoll jumped at Yahoo's $640 million cash offer, in a deal that was announced on Tuesday. BrightRoll's technology helps brands automate the purchasing of ads on video sites. The company says that 87 of the top 100 U.S. advertisers use the service and projects net revenue this year of more than $100 million.

“


I was guesstimating we’d be around $115mil rev post acquisition(?)… with 250,097,333 shares o/s………. with a Brightroll value we’d be worth $2.94/sh


Obviously, we are not Brightroll but the numbers are interesting nonetheless.




Please do your own DD.

[db7]

"Propel Media, Inc., a subsidiary of Kitara Media Corp., a public company (OTCBB: KITM), "

[db7]

look what my google search just found: http://dev1.propelmedia.com/

[db7]

http://www.adotas.com/2015/01/kitara-media-corp-completes-merger-with-future-ads/

[db7]

sounds like we should be at least $2 if they're gunning for Nasdaq listing:

http://www.theventurealley.com/post/

[db7]

"The newly combined company intends to apply for a listing on the NASDAQ Stock Market once it meets all listing criteria. It also intends to change its name in connection with the transaction to reflect the combined companies business' going forward."

[db7]

Kitara Media Corp. Completes Merger with Future Ads

JERSEY CITY, N.J. and IRVINE, Calif., Jan. 29, 2015 /PRNewswire/ -- Kitara Media Corp. (OTC BB: KITM), a digital media and technology company providing video solutions to advertisers, digital marketers and publishers ("Kitara"), and Future Ads LLC, an Irvine, California based company in the advertising tech industry focused on performance marketing, today jointly announced that they have completed the previously announced merger of their respective companies.





The combined companies will integrate to form a unified online advertising company utilizing advanced platform technology to deliver strong advertising performance across video, display, and mobile. Jared Pobre, Chief Executive Officer of Future Ads, has been appointed as Chairman of the Board of the combined company and Robert Regular, Chief Executive Officer of Kitara, has been appointed Chief Executive Officer of the combined company. As a result of the transaction, the combined company has approximately 250 million shares outstanding of which the former members of Future Ads own approximately 62%. The transaction was financed through a $96 million debt facility received from a nationally recognized lender, of which $88.5 million has been drawn upon closing.

"We are very excited to complete the merger process and move forward together with such a passionate and talented team. We believe the combined companies will offer very powerful advertising products and solutions that are poised to financially grow and deliver strong shareholder value," said Jared Pobre.

"The combination and passion of the Future Ads and Kitara Media teams have already demonstrated powerful synergies and success. We are excited to expand innovation on our technology platform to further deliver on exceptional results for advertisers and accelerate our financial growth across video, display, and mobile advertising products," said Robert Regular.

The combined company's stock will commence trading on the OTC Bulletin Board shortly after closing. An additional press release will be issued once trading in the combined company's stock commences.

The newly combined company intends to apply for a listing on the NASDAQ Stock Market once it meets all listing criteria. It also intends to change its name in connection with the transaction to reflect the combined companies business' going forward.




.
.
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More
.
Complete details about the transaction, including the capital structure of the combined company, will be included in a Current Report on Form 8-K that the combined company will file with the Securities and Exchange Commission. Interested parties should visit the SEC website at http://www.sec.gov.

Gibson, Dunn & Crutcher, LLP represented Future Ads in the transaction. Graubard Miller represented Kitara in the transaction.

About Kitara Media

Kitara Media is a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers. With nearly 500 million monthly video ad views, Kitara Media delivers strong engagement for advertisers, high revenues for publishers, as well as improved user experience with PROPEL+, an internally developed proprietary video ad technology platform. Kitara Media owns and operates several online media sites including Healthguru.com and Adotas.com. The company is headquartered in Jersey City, NJ. For more information visit http://www.kitaramedia.com.

About Future Ads

Future Ads is a digital media platform for results-focused online advertising and publisher monetization. Future Ads' innovative, diversified solutions works synergistically to help advertisers and publishers achieve outstanding performance results. Founded in 2001, Future Ads is headquartered in Irvine, CA. For more information, visit http://www.futureads.com.

Forward Looking Statements

This press release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Kitara's and Future Ads' management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements.

Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Kitara and Future Ads and not all of which are known to Kitara or Future Ads, including, without limitation those risk factors described from time to time in Kitara's reports filed with the SEC, including the definitive proxy statement/prospectus relating to the merger. Among the factors that could cause actual results to differ materially are: loss of key advertising customers; inability to acquire new advertising customers; inability to expand video content library; inability to achieve projected results; inability to protect intellectual property; inability to execute acquisition strategy; inability to effectively manage growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; and general economic conditions. Most of these factors are outside the control of Kitara and Future Ads and are difficult to predict. The information set forth herein should be read in light of such risks. Neither Kitara nor Future Ads assumes any obligation to update the information contained in this press release except as required by law.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/kitara-media-corp-completes-merger-with-future-ads-300027734.html

[db7]

Now let them get this over $2 and give US a celebration lunch LOL

[levelnever]

Merger finally goes through, new baby, new wife....life going pretty good for Pobre :) Maybe a celebration lunch...lol

http://www.dailymail.co.uk/tvshowbiz/article-2923718/Stacy-Keibler-passionately-kisses-husband-Jared-Pobre-shows-long-legs-romantic-lunch-Beverly-Hills.html

[db7]

I've been trading for 15 years and have never seen something like this... ie: symbol exchange/halt/switch 'midday'

odd