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8-K - CURRENT REPORT - SRAX, Inc.scri_8k.htm

EXHIBIT 99.1

Social Reality, Inc. Reports $1.5M Revenue for Nine Months ended September 30, 2014

·

Revenue for Q3 is $663,000, versus previous quarter of $277,000

·

Recently closed acquisition of Steel Media

·

Recently secured $25M in debt and equity financing


LOS ANGELES, November 19, 2014 -- Social Reality, Inc. (SCRI), a digital advertising company that builds, provides and utilizes tools that automate the digital advertising marketplace to serve the social media and real-time bidding (RTB) markets, today announced that its revenues for the third quarter of 2014 were $663,000, a 139% sequential increase from second quarter 2014 revenue of $277,000.

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"I am thrilled to see our revenues growing so quickly with the transition to our SRAX (Social Reality Ad Exchange) platform.  During the second quarter of 2014 we completed the integration of our publishing partners into SRAX, which now supports multiple, market-leading demand sources.  We will continue integrating other demand sources to maintain our leadership in this space.  Coupled with our recent financing, Steel Media’s sales team, revenue and cash flow to reach new markets, I believe Social Reality is well-positioned for long-term growth,” said Christopher Miglino, Social Reality's Chairman and CEO.


"Our Steel Media team is excited to combine forces with Social Reality. Their SRAX technology platform is the go-to digital ad exchange in the industry. Expanding Steel Media's product offerings for our customers will drive revenue growth and margins for the combined business," said Richard Steel, Social Reality’s newly appointed President. "We're ready to make our mark, providing digital media solutions that are best-in-class, best-in-reach and best-in-speed. I believe that our combined company has strengths that span the complete digital spectrum."


“This quarter delivered a notable inflection point in Social Reality’s growth and future.  Not only have we launched the SRAX platform, the third quarter has shown rapid revenue growth on this proprietary platform.  We have also acquired a great team and strategic partner in Steel Media, and we have secured $25M in debt and equity financing,” said Carrie McQueen, Social Reality’s CFO.  “I’m excited to serve this company and its investors in the coming years.”


Third Quarter 2014 Highlights


·

Quarterly revenue of $663,000, more than double second quarter’s revenue of $277,000

·

Revenue primarily derived from Social Reality’s SRAX real time bidding technology, versus previous reliance on Google’s ADX platform

·

Secured commitments and then in October, closed $25M in debt and equity financing for the Steel Media acquisition and working capital

·

Closed the acquisition of Steel Media in October 2014





Three-month financial results for the period ended September 30, 2014


Revenues for the three months ended September 30, 2014, were $663,000, compared to $853,000 for the three months ended September 30, 2013. Gross profit was $174,000 for the three months ended September 30, 2014, compared to $182,000 for the same period of 2013. Gross margins increased from 21% to 26% in the 3-month periods ending September 30, 2013 and 2014, respectively. Net loss for the three months ended September 30, 2014 was $918,000, compared to $830,000 for the three months ended September 30, 2013.  Adjusted EBITDA for the three months ended September 30, 2014, was a loss of $669,000, compared to a loss of 195,000 for the three months ended September 30, 2013.  


Nine-month financial results for the period ended September 30, 2014


Revenues for the first nine months of 2014 were $1,494,000, compared to $1,520,000 reported in the same nine months of 2013. Gross profit was $427,000 in the nine months ended September 30, 2014 compared to $443,000 in the same period of 2013.  Gross margins remained stable at 29% in the 9-month periods ending September 30, 2013 and 2014. Net loss for the nine months ended September 30, 2014 was $2,486,000, compared to $1,484,000 for the three months ended September 30, 2013.  Adjusted EBITDA for the nine months ended September 30, 2014, was a loss of $1,745,000, compared to a loss of 587,000 for the three months ended September 30, 2013.  


Balance Sheet as of September 30, 2014


Cash and cash equivalents totaled $577,000 at September 30, 2014. Current assets and total assets were $1,360,000 and $2,756,000, respectively, and current liabilities and total liabilities were $660,000.


About Social Reality


Founded in 2010, Los Angeles-based Social Reality, Inc. is a digital advertising company that builds, provides and utilizes tools that automate the digital advertising marketplace. In October 2014, Social Reality acquired Steel Media.  Steel Media provides display, mobile, video and email ad inventory to all top ten ad agencies, by billing, in the U.S., along with 30 of the Fortune 100 companies.  The newly-combined company uses its own and partners’ technologies to serve the social media and real-time bidding (RTB) markets.  Please visit www.socialreality.com www.srax.com www.groupad.com  www.steelmediainc.com


Forward-Looking Statements


This press release contains forward-looking statements that are based upon current expectations and involve certain risks. 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, difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, without limitation, the possibility that we may not realize the expected benefits, synergies and opportunities anticipated in connection with the acquisition of Steel Media, including the anticipated revenue and cost synergies, continued revenue growth, the challenge of integrating the Steel Media team, our ability to raise additional capital as necessary, our ability to execute on our long-term strategic plan or to realize the expected results from our long-term strategic plan, changes to economic growth in the U.S. economy; and government policies and regulations, including, but not limited to those affecting the Internet, all as set forth in our Quarterly Report on Form 10-Q for the period ended September 30, 2014, our Annual Report on Form 10-K for the year ended December 31, 2013 and our subsequent filings with the Securities and Exchange Commission. Social Reality assumes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.





SOCIAL REALITY, INC.

CONDENSED STATEMENTS OF OPERATIONS
THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013

(Unaudited)


 

 

Three Months ended

September 30,

 

 

Nine Months ended

September 30,

 

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Revenues

 

$

663,144

 

 

$

853,338

 

 

$

1,493,755

 

 

$

1,519,999

 

Cost of revenue

 

 

489,416

 

 

 

671,412

 

 

 

1,066,336

 

 

 

1,077,098

 

Gross profit

 

 

173,728

 

 

 

181,926

 

 

 

427,419

 

 

 

442,901

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expense

 

 

1,091,749

 

 

 

864,394

 

 

 

2,914,356

 

 

 

1,614,340

 

Loss from operations

 

 

(918,021

)

 

 

(682,468

)

 

 

(2,486,937

)

 

 

(1,171,439

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income (expense)

 

 

271

 

 

 

(147,148

)

 

 

1,265

 

 

 

(313,053

)

Loss before provision for income taxes

 

 

(917,750

)

 

 

(829,616

)

 

 

(2,485,672

)

 

 

(1,484,492

)

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(917,750

)

 

$

(829,616

)

 

$

(2,485,672

)

 

$

(1,484,492

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

 

$

(0.04

)

 

$

(0.06

)

 

$

(0.12

)

 

$

(0.11

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

21,013,794

 

 

 

13,801,891

 

 

 

20,843,431

 

 

 

13,295,851

 





SOCIAL REALITY, INC.

CONDENSED BALANCE SHEETS


 

 

September 30,

 

 

December 31,

 

 

 

2014

 

 

2013

 

 

 

(Unaudited)

 

 

 

 

Assets

  

                         

  

  

                         

  

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

576,797

 

 

$

1,715,264

 

Accounts receivable, net of allowance for doubtful accounts of $0

 

 

700,657

 

 

 

441,831

 

Prepaid expenses

 

 

70,874

 

 

 

46,109

 

Other current assets

 

 

11,548

 

 

 

5,018

 

Total current assets

 

 

1,359,876

 

 

 

2,208,222

 

 

 

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $20,442 and $10,184

 

 

24,396

 

 

 

27,798

 

Deferred offering costs

 

 

 

 

 

5,453

 

Deferred debt issue costs

 

 

200,000

 

 

 

 

Prepaid stock based compensation

 

 

1,166,630

 

 

 

1,662,074

 

Other assets

 

 

4,804

 

 

 

4,000

 

Total assets

 

$

2,755,706

 

 

$

3,907,547

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

659,875

 

 

$

812,809

 

Total current liabilities

 

 

659,875

 

 

 

812,809

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, authorized 50,000,000 shares, $0.001 par value,
Undesignated, 49,800,000 shares, no shares issued and outstanding
Series 1 Preferred stock, authorized 200,000 shares,
121,000 shares issued and outstanding

 

 

121

 

 

 

121

 

Class A common stock, auth. 250,000,000 shares, $0.001 par value,
21,013,794 and 19,901,794 shares issued and outstanding, respectively

 

 

21,014

 

 

 

19,902

 

Class B common stock, authorized 9,000,000 shares, $0.001 par value,
no shares issued and outstanding

 

 

 

 

 

 

Additional paid in capital

 

 

7,566,667

 

 

 

6,081,014

 

Accumulated deficit

 

 

(5,491,971

)

 

 

(3,006,299

)

Total stockholders' equity

 

 

2,095,831

 

 

 

3,094,738

 

Total liabilities and stockholders' equity

 

$

2,755,706

 

 

$

3,907,547

 





SOCIAL REALITY, INC.

CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(Unaudited)


 

 

Nine Month Periods Ended

September 30,

 

 

 

2014

 

 

2013

 

 

  

                         

  

  

                         

  

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(2,485,672

)

 

$

(1,484,492

)

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

 

 

 

 

 

 

 

 

Amortization of stock based prepaid fees

 

 

495,444

 

 

 

85,503

 

Stock based compensation

 

 

235,348

 

 

 

493,785

 

Amortization of debt issue costs

 

 

 

 

 

274,737

 

Depreciation

 

 

10,258

 

 

 

4,500

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(258,826

)

 

 

(427,280

)

Prepaid expenses

 

 

(24,765

)

 

 

 

Tax refunds receivable

 

 

 

 

 

38,000

 

Other current assets

 

 

(6,530

)

 

 

(402

)

Other assets

 

 

(804

)

 

 

 

Accounts payable and accrued expenses

 

 

(152,934

)

 

 

798,459

 

Cash used in operating activities

 

 

(2,188,481

)

 

 

(217,190

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

(6,856

)

 

 

 

Cash used by investing activities

 

 

(6,856

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Sale of common stock

 

 

1,273,161

 

 

 

 

Cost of common stock sale

 

 

(16,291

)

 

 

(14,539

)

Proceeds from note payable

 

 

 

 

 

486,425

 

Repayments of note payable

 

 

 

 

 

(178,703

)

Debt issue costs

 

 

(200,000

)

 

 

(36,162

)

Cash provided by financing activities

 

 

1,056,870

 

 

 

257,021

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash

 

 

(1,138,467

)

 

 

39,831

 

Cash, beginning of period

 

 

1,715,264

 

 

 

105,987

 

Cash, end of period

 

$

576,797

 

 

$

145,818

 

 

 

 

 

 

 

 

 

 

Supplemental Schedule of Cash Flow Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

 

 

$

37,318

 

Cash paid for taxes

 

$

 

 

$

(38,000

)

 

 

 

 

 

 

 

 

 

Non-cash financial activities:

 

 

 

 

 

 

 

 

Fees and costs deducted from proceeds of debt

 

$

 

 

$

63,575

 

Common and preferred stock issued as prepayment for services

 

$

 

 

$

1,235,000

 

Common stock warrant issued as prepayment for services

 

$

 

 

$

124,916

 

Common stock issued as payment of financing fee

 

$

 

 

$

175,000

 

Common stock issued as payment of accounts payable

 

$

 

 

$

3,000

 





Use of Non-GAAP Measure – Adjusted EBITDA


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. Management believes that this non-GAAP measure provides useful information about the 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.


Adjusted EBITDA is defined as net income before income taxes, depreciation and amortization expenses, plus stock-based compensation and interest expense.


Reconciliation of Adjusted EBITDA to Income from Operations

 

 

 

For the Three Months Ended
September 30,

 

For the Nine Months Ended
September 30,

 

(unaudited, in thousands)

 

2014

 

2013

 

2014

 

2013

 

Net income (loss)

     

$

(918

)

$

(830

)

$

(2,486

)

$

(1,484

)

plus:

     

 

               

     

 

               

     

 

               

     

 

               

 

Equity based compensation

 

 

246

 

 

486

 

 

731

 

 

579

 

Adjusted net income (loss)

 

$

(672

)

$

(344

)

$

(1,755

)

$

(905

)

Interest expense

 

 

 

 

147

 

 

 

 

313

 

Depreciation of property, plant and equipment

 

 

3

 

 

2

 

 

10

 

 

5

 

Adjusted EBITDA

 

$

(669

)

$

(195

)

$

(1,745

)

$

(587

)