Attached files

file filename
8-K/A - AMENDED CURRENT REPORT - SRAX, Inc.scri_8k.htm
EX-99.3 - PRO FORMA FINANCIAL STATEMENTS - SRAX, Inc.scri_ex99z3.htm
EX-99.2 - UNAUDITED FINANCIAL STATEMENTS - SRAX, Inc.scri_ex99z2.htm

EXHIBIT 99.1


Steel Media


Financial Statements


December 31, 2013 and 2012



TABLE OF CONTENTS



 

Page No.

 

 

Report of Independent Registered Public Accounting Firm

F-2

Balance Sheets

F-3

Statements of Operations

F-4

Statements of Stockholder's Equity

F-5

Statements of Cash Flows

F-6

Notes to Financial Statements

F-7 - F-11








F-1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


 

To the Board of Directors and Shareholder

Steel Media

New York, NY

 

We have audited the accompanying balance sheets of Steel Media (the “Company”), as of December 31, 2013 and 2012, and the related statements of operations, stockholders’ equity and cash flows for each of the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We have conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Steel Media as of December 31, 2013 and 2012 and the results of its operations and its cash flows for each of years then ended in conformity with accounting principles generally accepted in the United States of America.




 

/s/ RBSM LLP

 

New York, New York

August 12, 2015






F-2



STEEL MEDIA

BALANCE SHEETS

DECEMBER 31, 2013 AND 2012


 

 

2013

 

 

2012

 

 

 

(Restated)

 

 

(Restated)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

715,371

 

 

$

659,574

 

Accounts receivable, net of allowance for doubtful accounts of $27,523 and $0, respectively

 

 

1,729,057

 

 

 

760,315

 

Prepaid expenses

 

 

6,561

 

 

 

11,131

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

2,450,989

 

 

 

1,431,020

 

 

 

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $5,755 and $16,763

 

 

8,415

 

 

 

57,221

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,459,404

 

 

$

1,488,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholder’s equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

1,389,156

 

 

$

556,935

 

Deferred revenue

 

 

43,116

 

 

 

30,798

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

1,432,272

 

 

 

587,733

 

 

 

 

 

 

 

 

 

 

Commitment and contingencies (see Note 5)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholder’s equity

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 100,000 shares authorized, issued and outstanding

 

 

100

 

 

 

100

 

Retained earnings

 

 

1,027,032

 

 

 

900,408

 

 

 

 

 

 

 

 

 

 

Total stockholder’ equity

 

 

1,027,132

 

 

 

900,508

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholder’s equity

 

$

2,459,404

 

 

$

1,488,241

 





The accompanying notes are an integral part of these financial statements.


F-3



STEEL MEDIA

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012


 

 

Years ended

December 31,

 

 

 

2013

 

 

2012

 

 

 

(Restated)

 

 

(Restated)

 

 

 

 

 

 

 

 

Revenues

 

$

7,936,511

 

 

$

5,654,598

 

Cost of revenue

 

 

1,812,811

 

 

 

1,122,781

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

6,123,700

 

 

 

4,531,817

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

General and administrative

 

 

3,113,610

 

 

 

2,997,102

 

Sales and marketing

 

 

2,884,458

 

 

 

1,764,760

 

 

 

 

 

 

 

 

 

 

Total operating expense

 

 

5,998,068

 

 

 

4,761,862

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

125,632

 

 

 

(230,045

)

 

 

 

 

 

 

 

 

 

Other income, net

 

 

13,424

 

 

 

44,720

 

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

 

139,056

 

 

 

(185,325

)

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

1,713

 

 

 

800

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

137,343

 

 

$

(186,125

)





The accompanying notes are an integral part of these financial statements.


F-4



STEEL MEDIA

STATEMENT OF STOCKHOLDER’S EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(Restated)


 

 

Common Stock

 

 

Retained

 

 

Stockholder’s

 

 

 

Shares

 

 

Amount

 

 

Earnings

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2012

 

 

100,000

 

 

$

100

 

 

$

1,095,242

 

 

$

1,095,342

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution to stockholder, net

 

 

-

 

 

 

-

 

 

 

(8,709

)

 

 

(8,709

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

(186,125

)

 

 

(186,125

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2012

 

 

100,000

 

 

 

100

 

 

 

900,408

 

 

 

900,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution to stockholder

 

 

-

 

 

 

-

 

 

 

(10,719

)

 

 

(10,719

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

137,343

 

 

 

137,343

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2013

 

 

100,000

 

 

$

100

 

 

$

1,027,032

 

 

$

1,027,132

 





The accompanying notes are an integral part of these financial statements.


F-5



STEEL MEDIA

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2013 AND 2012


 

 

Years Ended

December 31,

 

 

 

2013

 

 

2012

 

 

 

(Restated)

 

 

(Restated)

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$

137,343

 

 

$

(186,125

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

3,224

 

 

 

15,350

 

Bad debt expense

 

 

27,523

 

 

 

-

 

Loss on sale of asset

 

 

12,758

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(996,265

)

 

 

491,625

 

Prepaid expenses

 

 

4,570

 

 

 

(11,131

)

Accounts payable and accrued expenses

 

 

832,221

 

 

 

(337,481

)

Deferred revenue

 

 

12,318

 

 

 

30,798

 

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

 

33,692

 

 

 

3,036

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Proceeds from sale of asset

 

 

42,000

 

 

 

-

 

Purchase of equipment

 

 

(9,176

)

 

 

(2,034

)

 

 

 

 

 

 

 

 

 

Cash provided by (used in) investing activities

 

 

32,824

 

 

 

(2,034

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Distribution to stockholder, net

 

 

(10,719

)

 

 

(8,709

)

 

 

 

 

 

 

 

 

 

Cash used in financing activities

 

 

(10,719

)

 

 

(8,709

)

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

55,797

 

 

 

(7,707

)

Cash, beginning of period

 

 

659,574

 

 

 

667,281

 

Cash, end of period

 

$

715,371

 

 

$

659,574

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

-

 

 

$

-

 

Cash paid for taxes

 

$

1,713

 

 

$

800

 





The accompanying notes are an integral part of these financial statements.


F-6



STEEL MEDIA

Notes to Financial Statements

December 31, 2013 and 2012


1.  Organization and Summary of Significant Accounting Policies


Organization and description of the business


Steel Media (the "Company"), a California S corporation headquartered in New York, New York, provides Online Display, Mobile, Online Video and Email ad inventory to both brands and ad agencies. Clients can orchestrate targeted and integrated digital campaigns. The Company also offers a database marketing capability that provides clients the ability to target certain populations via email. The Company works to optimize online display and video campaigns, providing brands and ad agencies the power to deploy, manage, and measure all digital advertising campaigns in one place.


Use of estimates


The preparation of the financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.


Cash and cash equivalents


The Company considers all highly liquid instruments with original or remaining maturities of 90 days or less at the date of purchase to be cash equivalents.


Accounts receivable


Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the existing accounts receivable. The Company determines the allowance for doubtful accounts based on historical write-off experience and probability of collection, which is reviewed on a monthly basis.


Property and equipment


Property and equipment are stated at cost net of accumulated depreciation. Depreciation on property and equipment is calculated on the straight-line basis over the estimated useful lives of the assets, typically three years. Improvements are capitalized while repairs and maintenance are charged to expense in the period incurred. Gains and losses realized on the disposal or retirement of property and equipment are recognized or charged to other income (expense).


Revenue recognition


The Company recognizes revenue by providing online display, mobile, online video and email advertising to advertising agencies and to brands directly. Clients contract with the Company by way of an Insertion Order ("I.O.") which stipulates the type of advertising, quantity, flight dates, and ad sizes. Once an I.O. is signed by the client, the Company then secures the advertising space and prepares the ads (also called "tags"). Next, the Company works with third party ad servers and reporting platforms to set up reporting and billing information, test creative tags, launch the campaign and monitor campaign delivery and performance.


The Company recognizes revenue when all of the following criteria are met:


·

Persuasive evidence of an arrangement exists

·

Delivery or performance has occurred

·

The fee is fixed or determinable; and

·

Collectability is reasonably assured




F-7



STEEL MEDIA

Notes to Financial Statements

December 31, 2013 and 2012



1.  Organization and Summary of Significant Accounting Policies (continued)


Revenue is generated under sales agreements with multiple elements in conjunction with the following platforms: 1) Online Display, 2) Email, 3) Video, and 4) Mobile. The Company also offers creative services to assist customers in building and managing apps and websites. The Company evaluates each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered items have standalone value and delivery of the undelivered element is probable and within the Company's control. The Company has determined that services do not have standalone value and are, therefore, treated as one unit of accounting. The Company recognizes revenues over the campaign period.


Gross versus net revenue recognition


In the normal course of business, the Company acts as or uses an intermediary or agent in executing transactions with third parties. The determination of whether revenue should be reported gross or net is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as a principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations and the Company places the most weight on whether or not the Company is the primary obligor in the arrangement.


The Company is considered the primary obligor to its clients. It separately negotiates each sales or unit pricing contract, assumes the credit risk for amounts invoiced to its customers, and has discretion in the advertiser selection. Therefore, it recognizes revenue on a gross basis.


Deferred revenue


Deferred revenue arises when customers pay for services in advance of revenue recognition. The Company's deferred revenue generally results from services not yet rendered.


Software development costs


The Company has not capitalized any software development costs to date as the period between achieving technological feasibility and the general availability of the related products has been short and software development costs qualifying for capitalization have not been material. All software development costs are recognized as a component of operating expenses.


Research and development


Research and development expenses are expensed as incurred.


Income taxes


The Company has elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Accordingly, the financial statements do not include a provision for federal income taxes. Instead, the earnings and losses are included in the stockholder's personal income tax returns and are taxed based on the stockholder's personal tax situation. The Company is, however, subject to certain minimum state franchise tax fees and a minimum California state franchise tax of $800.




F-8



STEEL MEDIA

Notes to Financial Statements

December 31, 2013 and 2012



Concentration of Credit Risk, Significant Customers and Supplier Risk


Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited in the United States. The balances in the United States held at any one financial institution are generally in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits. The uninsured cash bank balances were approximately $465,000 and $410,000 at December 31, 2013 and 2012, respectively. The Company has not experienced any loss on these accounts. The balances are maintained in demand accounts to minimize risk.


At December 31, 2013, three customers each accounted for more than 10% of the accounts receivable balance, for a total of 59%. For the year ended December 31, 2013 one customer accounted for 28% of total revenue. For the year ended December 31, 2012, two customers accounted for 29% of total revenue.


2.  Restatement


As described in Note 7, on October 30, 2014, Social Reality, Inc., a Delaware corporation ("Social Reality"), acquired 100% of the capital stock of Steel Media from Mr. Richard Steel. On February 18, 2015 the Board of Directors of Social Reality determined that the balance sheets of Steel Media at December 31, 2013 and 2012 and the statements of operations, stockholder's equity and cash flows for the years ended December 31, 2013 and 2012 (collectively, the "Steel Audited Financials") should no longer be relied upon.  The Steel Audited Financials and the Steel Unaudited Financials were filed as Exhibit 99.1 to the Current Report on Form 8-K/A filed by Social Reality with the Securities and Exchange Commission on January 13, 2015 following its acquisition of Steel Media on October 30, 2014.


In reviewing the accounting practices of Steel Media subsequent to the closing of the acquisition Social Reality determined that the Steel Audited Financials contained errors related to the accounting for commissions paid to Steel Media employees, which resulted in liabilities and related compensation expense being understated or overstated for the above referenced periods, along with other adjustments.


Accordingly, the balance sheets at December 31, 2012 and 2013 and the statements of operations and stockholders’ equity for the years ended December 31, 2012 and 2013 have been restated to correct the accounting errors related to the commission accrual and other adjustments.

 

The effect of correcting these accounting errors on the balance sheets at December 31, 2012 and 2013 and the statement of operations for the years ended December 31, 2012 and 2013 are shown in the table below.  The effect on the statement of stockholders’ equity for the years ended December 31, 2012 and 2013 is reflected in the changes to the balance sheet at December 31, 2012 and 2013.  These errors had no net effect on the statement of cash flows for the years ended December 31, 2012 and 2013.



F-9



STEEL MEDIA

Notes to Financial Statements

December 31, 2013 and 2012




 

 

 

 

 

December 31,

2012

 

 

 

 

 

 

As Filed

 

 

Adjustment to

Restate

 

 

As Restated

 

Balance sheet data

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

760,308

 

 

$

7

 

 

$

760,315

 

Current assets

 

$

1,431,013

 

 

$

7

 

 

$

1,431,020

 

Total assets

 

$

1,488,234

 

 

$

7

 

 

$

1,488,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholder's equity

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

394,015

 

 

$

162,920

 

 

$

556,935

 

Total current liabilities

 

$

424,813

 

 

$

162,920

 

 

$

587,733

 

Retained earnings

 

$

1,063,321

 

 

$

(162,913

)

 

$

900,408

 

Total stockholder's equity

 

$

1,063,421

 

 

$

(162,913

)

 

$

900,508

 

Total liabilities and stockholder's equity

 

$

1,488,234

 

 

$

7

 

 

$

1,488,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of operations data

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$

1,154,392

 

 

$

(31,611

)

 

$

1,122,781

 

Gross profit

 

$

4,500,206

 

 

$

31,611

 

 

$

4,531,817

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$

2,997,102

 

 

$

-

 

 

$

2,997,102

 

Sales and marketing

 

$

1,830,323

 

 

$

(65,563

)

 

$

1,764,760

 

Total operating expense

 

$

4,827,425

 

 

$

(65,563

)

 

$

4,761,862

 

Income (loss) from operations

 

$

(327,219

)

 

$

97,174

 

 

$

(230,045

)

Income (loss) before provision for income taxes

 

$

(282,499

)

 

$

97,174

 

 

$

(185,325

)

Net income (loss)

 

$

(283,299

)

 

$

97,174

 

 

$

(186,125

)

  

 

 

 

 

 

December 31,

2013

 

 

 

 

 

 

As Filed

 

 

Adjustment to

Restate

 

 

As Restated

 

Balance sheet data

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

1,756,378

 

 

$

(27,321

)

 

$

1,729,057

 

Current assets

 

$

2,478,310

 

 

$

(27,321

)

 

$

2,450,989

 

Total assets

 

$

2,486,725

 

 

$

(27,321

)

 

$

2,459,404

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholder's equity

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

998,722

 

 

$

390,434

 

 

$

1,389,156

 

Total current liabilities

 

$

1,041,838

 

 

$

390,434

 

 

$

1,432,272

 

Retained earnings

 

$

1,444,787

 

 

$

(417,755

)

 

$

1,027,032

 

Total stockholder's equity

 

$

1,444,887

 

 

$

(417,755

)

 

$

1,027,132

 

Total liabilities and stockholder's equity

 

$

2,486,725

 

 

$

(27,321

)

 

$

2,459,404

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of operations data

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$

1,743,391

 

 

$

69,420

 

 

$

1,812,811

 

Gross profit

 

$

6,193,120

 

 

$

(69,420

)

 

$

6,123,700

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$

3,086,282

 

 

$

27,328

 

 

$

3,113,610

 

Sales and marketing

 

$

2,728,364

 

 

$

156,094

 

 

$

2,884,458

 

Total operating expense

 

$

5,814,646

 

 

$

183,422

 

 

$

5,998,068

 

Income (loss) from operations

 

$

378,474

 

 

$

(252,842

)

 

$

125,632

 

Income (loss) before provision for income taxes

 

$

391,898

 

 

$

(252,842

)

 

$

139,056

 

Net income (loss)

 

$

390,185

 

 

$

(252,842

)

 

$

137,343

 



F-10



STEEL MEDIA

Notes to Financial Statements

December 31, 2013 and 2012



3.  Property and Equipment


Property and equipment consist of the following as of December 31, 2013 and 2012:


 

 

2013

 

 

2012

 

Computer equipment

 

$

14,170

 

 

$

4,994

 

Automobile

 

 

-

 

 

 

68,990

 

 

 

 

14,170

 

 

 

73,984

 

Less: accumulated depreciation

 

 

(5,755

)

 

 

(16,763

)

Property and equipment, net

 

$

8,415

 

 

$

57,221

 


Depreciation expense totaled $3,224 and $15,350 for 2013 and 2012, respectively.


In November 2013, the Company sold an automobile with a net book value of $54,758 for $42,000, resulting in a loss of $12,758.


4.  Accounts Payable and Accrued Expenses


Accounts payable and accrued expenses as of December 31, 2013 and 2012 consisted of the following:


 

 

2013

 

 

2012

 

Accounts payable and accrued expenses

 

$

717,288

 

 

$

225,080

 

Accrued commissions

 

 

400,728

 

 

 

185,605

 

Accrued bonuses

 

 

271,140

 

 

 

146,250

 

Total accounts payable and accrued expenses

 

$

1,389,156

 

 

$

556,935

 


5.  Related Party Transactions


Over the course of 2013 and 2012, the Company dispensed funds to the stockholder's relatives totaling $61,100 and $1,000, respectively, for various consulting services.


6.  Commitments and Contingencies


Lease commitments


The Company leases its New York office space under an annual agreement that expires in October 2014. Leases at all other locations are short-term with less than one-year terms.


Scheduled minimum rental payments for the remaining lease terms are as follows:


Year Ending December 31,

 

 

 

2014

 

$

58,500

 


Rent expense, which includes the Alamo property, amounted to $74,190 and $50,251 during 2013 and 2012, respectively.


Legal proceedings


The Company is subject to certain routine legal proceedings, as well as demands, and claims that arise in the normal course of its business. The Company believes that the ultimate amount of liability, if any, for any pending claims of any type, will not materially affect its financial position, results of operations or liquidity.


7.  Subsequent Events


On October 30, 2014 all of the Company’s issued and outstanding stock was acquired by Social Reality a publicly held corporation.


The Company has evaluated subsequent events through August 12, 2015, the date which the financial statements were available to be issued.




F-11