EX-99.1 2 srax_ex99z1.htm PRESS RELEASE Press Release

 


EXHIBIT 99.01

[srax_ex99z1001.jpg]

SRAX Reports Second Quarter of 2018

- Sold SRAXmd for $52.5 Million, Including $33.5 Million in Cash-


LOS ANGELES, August 14, 2018 –Social Reality, Inc. (Nasdaq: SRAX), a digital marketing and consumer data management and distribution technology platform company, reported results for the three ended June 30, 2018.


SRAX’s CEO and Chairman Christopher Miglino, stated, “As promised, 2018 is turning out to be pivotal. Proving our strategy of building and monetizing data verticals, we successfully completed the sale of our healthcare vertical, SRAXmd, for up to $52.5 million in total consideration. Most significantly, we retained a 31% ownership stake in the new SRAXmd entity through $10 million in preferred shares. MD is a great business that has built a solid foothold in healthcare. And, we believe with its recapitalization, MD will flourish and continue to return value to shareholders.


“Now, using our same successful formula, we are investing our sale proceeds in the continued development of our other verticals and our blockchain initiative BIGtoken.com. We are very excited about BIG, a consumer-powered data marketplace, that will enable people to own, verify and sell access to their data, providing the Internet ecosystem with choice, transparency and compensation to manage and access verified data. We believe BIG’s data and media transparency offers a tremendous differentiator and increases the growth potential of our other verticals.  We expect BIGtoken.com to revolutionize the consumer view of their data with the possibility that it becomes our first billion-dollar business.  


“Ultimately, we believe our verticals and BIGtoken.com, could all achieve valuations similar to SRAXmd, if not greater. Overall, we are in the strongest position we have ever been, and now we are well capitalized to drive product growth and achieve significant shareholder value,” concluded Miglino.  


Financial Results: Second Quarter 2018 Compared to Second Quarter 2017

·

Gross revenue was $4.7 million, compared to $5.9 million in the second quarter of 2017, which included high volume, low-margin revenue.

·

Gross margin was 72%, compared to gross margin of 56% in the year ago quarter.

·

Operating expenses were $5.4 million, compared to $3.3 million, reflecting a one-time $860,000 non-cash consulting fee paid in stock and ongoing headcount additions.

·

Net loss was $3.0 million, which, in addition to the aforementioned consulting fee, included a one-time $267,000 charge associated with certain registration obligations, or $0.29 cents per share, compared to $394,000, or $0.05 cents per share in the second quarter of 2017.    

·

Adjusted EBITDA loss was $798,000, compared Adjusted EBITDA gain of $221,000 in the second quarter of 2017.

·

Cash and cash equivalents were $41,000 at June 30, 2018, compared to $1.0 million at December 31, 2017.  The company renewed its $4 million credit facility with FastPay in April. And, subsequent to quarter end, the company received $33.5 million in gross proceeds from the sale of SRAXmd.




 


Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and certain additional one-time expenses. It is not intended to represent a measure of performance in accordance with accounting principles generally accepted in the United States (GAAP). A detailed description and reconciliation of EBITDA and management's reasons for using this measure is set forth at the end of this press release.


Other Recent Corporate Highlights:

·

Sold its healthcare and pharmaceutical business, SRAXmd for up to $52.5 million in total consideration including $33.5 million in cash less transaction expenses, up to $9 million in gross profit earn-out and $10 million in preferred shares in the new SRAXmd entity, representing 31% ownership.

·

Announced a contest to rewarded participants for Beta testing BIGtoken.com, which is planned to begin in September.  Beta testers will have the unique opportunity to earn Bitcoin for participating. Anyone interested in becoming a Beta tester can sign up at http://www.bigtoken.com/signup.  

·

Hired David James Stewart as vice president of business development to drive commercial adoption of  BIGtoken.com.

·

Named George Stella vice president of SRAXshopper to fuel growth in the CPG vertical.


Conference Call

Management will review the results on a conference call with a live question and answer session today, August 14, 2018, at 10:30 a.m. ET/7:30 a.m. PT.

·

If calling from the United States or Canada, please dial Dial-In Numbers: 1-877-407-9716 to access the live call and 1-844-512-2921 for the replay, code 13682568 available until August 28, 2018.

·

If calling internationally, please dial 1-201-493-6779 to access the live call and 1-412-317-6671 for the replay, code 13682568.

·

The call will be webcast over the internet and accessible at the Companys website at http://srax.com/investors/ for at least 90 days.


About SRAX
Social Reality, Inc.(NASDAQ: SRAX) is a digital marketing and consumer data management and distribution technology platform company. SRAX's technology delivers the tools to unlock data to reveal brands and content owners' core consumers and their characteristics across marketing channels. Through its blockchain identification graph technology platform, BIG (www.bigtoken.com), SRAX is developing a consumer-powered data marketplace where people will own and sell access to their data thereby providing everyone in the Internet ecosystem transparency, choice and compensation. SRAX's technology and tools deliver a digital competitive advantage for brands in the healthcare, CPG, automotive, sports and lifestyle verticals by integrating all aspects of the advertising experience, including verified consumer participation, into one platform. For more information on SRAX, visit www.srax.com.





 


Safe Harbor Statement

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as "anticipate," "plan," "will," "intend," "believe" or "expect'" or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation, statements made with respect to expectations of our ability to increase our revenues, satisfy our obligations as they become due, report profitable operations and other risks and uncertainties as set forth in our Annual Report on Form 10-K for the year ended December 31, 2017, and our subsequent Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of Social Reality and are difficult to predict. Social Reality undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.



Contact Information:

Kirsten Chapman, LHA Investor Relations, +1 415 433 3777, srax@lhai.com





 


SOCIAL REALITY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

41,036

 

 

$

1,017,299

 

Accounts receivable, net

 

 

2,723,472

 

 

 

4,348,305

 

Prepaid expenses

 

 

515,397

 

 

 

468,336

 

Other current assets

 

 

300,898

 

 

 

300,898

 

Total current assets

 

 

3,580,803

 

 

 

6,134,838

 

 

 

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation

 

 

155,303

 

 

 

154,546

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

15,644,957

 

 

 

15,644,957

 

Intangibles - net

 

 

1,743,763

 

 

 

1,642,760

 

Other assets

 

 

31,270

 

 

 

28,598

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

21,156,096

 

 

$

23,605,699

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

7,001,672

 

 

$

5,010,815

 

Total current liabilities

 

 

7,001,672

 

 

 

5,010,815

 

 

 

 

 

 

 

 

 

 

Secured convertible debentures, net

 

 

2,516,393

 

 

 

1,711,146

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

9,518,065

 

 

 

6,721,961

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

Preferred stock, authorized 50,000,000 shares, $0.001 par value, no shares issued or outstanding at June 30, 2018 and December 31, 2017, respectively

 

 

 

 

 

 

Class A common stock, authorized 250,000,000 shares, $0.001 par value, 10,274,220 and 9,910,565 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively

 

 

10,274

 

 

 

9,911

 

Class B common stock, authorized 9,000,000 shares, $0.001 par value, no shares issued or outstanding at June 30, 2018 and December 31, 2017, respectively

 

 

 

 

 

 

Common stock to be issued

 

 

869,500

 

 

 

879,500

 

Additional paid in capital

 

 

38,514,429

 

 

 

37,143,033

 

Accumulated deficit

 

 

(27,756,172

)

 

 

(21,148,706

)

Total stockholders' equity

 

 

11,638,031

 

 

 

16,883,738

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$

21,156,096

 

 

$

23,605,699

 






 


SOCIAL REALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2018

 (Unaudited)


 

 

Three Months ended

June 30,

 

 

Six Months ended

June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenues

 

$

4,697,351

 

 

$

5,979,688

 

 

$

6,808,201

 

 

$

11,305,852

 

Cost of revenue

 

 

1,320,464

 

 

 

2,644,208

 

 

 

2,138,569

 

 

 

5,923,327

 

Gross profit

 

 

3,376,887

 

 

 

3,335,480

 

 

 

4,669,632

 

 

 

5,382,525

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General, selling and administrative expense

 

 

5,414,790

 

 

 

3,344,445

 

 

 

9,545,048

 

 

 

7,754,252

 

Write-off of non-compete agreement

 

 

 

 

 

 

 

 

 

 

 

468,751

 

Restructuring costs

 

 

 

 

 

 

 

 

 

 

 

377,961

 

Total operating expense, net

 

 

5,414,790

 

 

 

3,344,445

 

 

 

9,545,048

 

 

 

8,600,964

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(2,037,903

)

 

 

(8,965

)

 

 

(4,875,416

)

 

 

(3,218,439

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income (expense)

 

 

(486,758

)

 

 

(197,267

)

 

 

(921,543

)

 

 

(330,573

)

Amortization of debt issuance costs

 

 

(472,589

)

 

 

(187,568

)

 

 

(805,247

)

 

 

(765,708

)

Total interest expense

 

 

(959,347

)

 

 

(384,835

)

 

 

(1,726,790

)

 

 

(1,096,281

)

Exchange Gain or Loss

 

 

(596

)

 

 

 

 

 

(5,260

)

 

 

 

Total other income (expense)

 

 

(959,943

)

 

 

(384,835

)

 

 

(1,732,050

)

 

 

(1,096,281

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

 

(2,997,846

)

 

 

(393,800

)

 

 

(6,607,466

)

 

 

(4,314,720

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(2,997,846

)

 

$

(393,800

)

 

$

(6,607,466

)

 

$

(4,314,720

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per share, basic and diluted

 

$

(0.29

)

 

$

(0.05

)

 

$

(0.65

)

 

$

(0.54

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, basic and diluted

 

 

10,213,618

 

 

 

8,025,017

 

 

 

10,126,247

 

 

 

7,954,294

 





 


SOCIAL REALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2018

(Unaudited)


 

 

Six Months ended

June 30,

 

 

 

2018

 

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$

(6,607,466

)

 

$

(4,314,720

)

Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

 

 

 

 

 

Stock based compensation

 

 

1,161,760

 

 

 

621,327

 

Amortization of debt issue costs

 

 

187,178

 

 

 

612,168

 

Amortization of debt discount

 

 

618,068

 

 

 

153,540

 

Write-off of non-compete agreement

 

 

 

 

 

468,751

 

Provision for bad debts

 

 

(5,426

)

 

 

(21,433

)

Depreciation expense

 

 

20,036

 

 

 

6,182

 

Amortization of intangibles

 

 

350,165

 

 

 

226,205

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

1,630,258

 

 

 

835,025

 

Prepaid expenses

 

 

(47,060

)

 

 

8,443

 

Other assets

 

 

(2,672

)

 

 

1,115

 

Accounts payable and accrued expenses

 

 

2,140,856

 

 

 

(1,058,976

)

Unearned revenue

 

 

 

 

 

135,032

 

Cash used by operating activities

 

 

(554,303

)

 

 

(2,327,341

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

(20,793

)

 

 

(14,235

)

Development of software

 

 

(451,168

)

 

 

(270,328

)

Cash used in investing activities

 

 

(471,961

)

 

 

(284,563

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from the issuance of common stock, net

 

 

 

 

 

3,820,001

 

Proceeds from the issuance of common stock in conjunction with warrant exercised

 

 

50,001

 

 

 

-

 

Repayments of note payable and PIK interest

 

 

 

 

 

(3,996,928

)

Proceeds from secured convertible debentures, net

 

 

 

 

 

2,136,629

 

Net cash provided by financing activities

 

 

50,001

 

 

 

1,959,702

 

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(976,263

)

 

 

(652,202

)

Cash and cash equivalents, beginning of period

 

 

1,017,299

 

 

 

1,048,762

 

Cash and cash equivalents, end of period

 

$

41,036

 

 

$

396,560

 

 

 

 

 

 

 

 

 

 

Supplemental schedule of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

313,791

 

 

$

649,199

 

Cash paid for taxes

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

Supplemental Schedule of noncash financing activities:

 

 

 

 

 

 

 

 

Common stock issued for preferred stock conversion and vesting grants

 

$

 

 

$

52

 

Vesting of common stock award

 

$

150,000

 

 

$

 

Issuance of placement agent warrants

 

$

 

 

$

249,028

 

Issuance of common stock to be issued

 

$

869,500

 

 

$

100

 





 


SOCIAL REALITY, INC.

NON-GAAP TO GAAP RECONCILIATION

THREE MONTHS ENDED JUNE 30, 2018 AND 2017

(Unaudited)


Social Reality’s management evaluates and makes operating decisions using various financial metrics. In addition to the company's GAAP results, management also considers the non-GAAP measure of Adjusted EBITDA. Adjusted EBITDA is defined as income from operations before depreciation and amortization expenses, stock-based compensation and one-time financing and transaction expense.  Management believes that this non-GAAP measure provides useful information about Social Reality's operating results. The tables below provide a reconciliation of this non-GAAP financial measure with the most directly comparable GAAP financial measure.  This non-GAAP measure should be considered a supplement to, and not a substitute for, or superior to, financial measures calculated in accordance with GAAP.



 

 

For the

Three Month Period Ended

June 30,

 

 

 

2018

 

 

2017

 

Net Loss

 

$

(2,997,846

)

 

$

(393,800

)

plus

 

 

 

 

 

 

 

 

Equity Based compensation

 

 

995,630

 

 

 

108,885

 

Adjusted net loss

 

$

(2,002,216

)

 

$

(284,915

)

Exchange Gain or Loss

 

 

596

 

 

 

 

Interest Expense

 

 

959,347

 

 

 

384,835

 

SRAXmd Transaction Fees

 

 

49,513

 

 

 

 

Depreciation and amortization

 

 

194,576

 

 

 

131,433

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

(798,184

)

 

$

221,353

 




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