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8-K - CURRENT REPORT - SRAX, Inc.srax_8k.htm

 


EXHIBIT 99.1

[srax_ex99z1001.jpg] 

SRAX Reports Second Quarter 2017 Financial Results

- Q2 2017 Gross Profit Margin of 56%, Up from 32% in Q2 2016 -

- Significantly Reduces Q2 2017 Operating Loss and Swings to Positive Adjusted EBITDA -


LOS ANGELES, August 14, 2017 /PRNewswire/ --SRAX (Nasdaq: SRAX), an advertising technology company providing the tools to automate digital marketers and content owners' campaigns across digital channels, reported total revenue of $6.0 million, operating loss of $9,000, GAAP net loss of $737,700 and positive Adjusted EBITDA of $221,400 for the second quarter 2017.


“The second quarter reflected the benefits of the cost management efforts implemented at the end of the first quarter, with improved operating and Adjusted EBITDA results,” stated SRAX’s CEO and Chairman Christopher Miglino. “The leaner infrastructure we now have in place, together with targeted higher gross margin revenue and new product verticals, we believe will generate positive Adjusted EBITDA for the second half of 2017.”


Second Quarter 2017 Financial Results:

·

Revenue was $6.0 million, compared to $9.2 million in the second quarter of 2016. This reflects the intentional decrease in revenue from a significant legacy, lower-margin customer partially offset by an increase in revenue from SRAX buy-side and sell-side clients as well as continuing growth in SRAXmd.

·

Gross profit was $3.3 million, compared to $3.0 million in the second quarter of 2016. Gross margin was 56%, compared to 32% in the second quarter of 2016, reflecting the benefit from reduced low-margin revenue from the companys significant legacy customer.

·

Operating expenses were $3.3 million, compared to $4.1 million in the second quarter of 2016, which included a $670,000 impairment of goodwill charge.

·

Other expense of $728,700 represents the net impact of financing and associated transactions in the second quarter.  

·

Operating loss was $9,000, improving compared to operating loss of $1.1 million in the second quarter of 2016, reflecting the strategic focus of the company on higher gross margin revenue and more efficient sales operations.

·

Net loss was $737,700, compared to the net income of $1.9 million in the second quarter of 2016, which included a $3.7 million write-off of a contingent consideration.

·

Adjusted EBITDA was $221,400, compared to an Adjusted EBITDA loss of $4,900 in the second quarter of 2016.




 




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.


In April, SRAX entered into definitive securities purchase agreements for the purchase and sale of 5,000,000 principal amount of 12.5% secured convertible debentures and five-year Series A warrants representing the right to acquire up to 833,337 shares of the company’s Class A common stock.  As of May 3rd, SRAX received net proceeds of approximately $4.5 million from the financings.  Of this amount, $2.5 million was used to satisfy the put obligation of the Series B warrants issued to investors in the companys January 2017 offering.


Updated 2017 Guidance:

·

As a result of managements strategic focus on higher gross margin revenue, total revenue guidance has been adjusted to approximately $36 million, approximately flat with 2016.

·

Management expects 2017 gross margin to range between 47% and 55%, compared to 35% in 2016.

·

Management expects 2017 operations to range between $(200,000) and $2.7 million, compared to an operating loss of $4.8 million in 2016.

·

Management reiterates 2017 Adjusted EBITDA guidance to be between $2 million and
$5 million, up at least $3 million from an Adjusted EBITDA loss of $1.1 million in 2016


Other Recent Corporate Highlights:

·

Launched a new SRAX Social tool for digital marketers and content owners to create posts and promote them beyond their Facebook Page communities. The tool is the first of many planned monetization opportunities to be developed and integrated into the SRAX Social platform.

·

Released a new guide: People-Based Advertising: How to Get Bigger Results by Targeting the Most Precise Audience. The guide is available to download by signing up at here.

·

Unveiled the companys new SRAX branding, designed to reflect the breadth and depth of the company's tools offered to digital marketers and content owners.


Conference Call & Slide Presentation

Management will review the results on a conference call with a live question and answer session tomorrow, August 15, 2017, at 4:30 p.m. ET. To access the call, please use passcode 2967856:

·

If calling from the United States or Canada, please dial (888) 503-8169 to access the live call and (844) 512-2921 for the replay available until August 22, 2017.

·

If calling internationally, please dial (719) 325-2144 to access the live call and
(412) 317-6671 for the replay.

·

The call will be webcast over the internet and accessible at the Companys website at http://srax.com/investors/ for at least 90 days.  The webcast show the slides associated with the conference call.  Investors may also download the slides from the website.





 



About SRAX
SRAX (NASDAQ: SRAX) is an advertising technology company providing the tools to automate digital marketers and content owners’ campaigns across digital channels. SRAX’s tools amplify performance and maximize profits for brands in the healthcare, CPG, automotive, wellness and lifestyle verticals through an omnichannel approach that integrates all aspects of the marketing experience into one platform. The company’s machine-learning technology identifies brands’ core consumers and their characteristics discovering new and measurable opportunities to target, reach and monetize audiences driving online and offline sales lift. For more information on how SRAX delivers a digital competitive advantage to surpass today’s marketing challenges, 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, all as set forth in our Annual Report on Form 10-K for the year ended December 31, 2016, 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


 

 

June 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

(Unaudited)

 

 

 

 

Assets

  

                        

  

  

                        

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

396,560

 

 

$

1,048,762

 

Accounts receivable, net

 

 

7,597,427

 

 

 

8,411,019

 

Prepaid expenses

 

 

324,060

 

 

 

332,503

 

Other current assets

 

 

898

 

 

 

6,488

 

Total current assets

 

 

8,318,945

 

 

 

9,798,772

 

Property and equipment, net

 

 

63,545

 

 

 

55,492

 

Goodwill

 

 

15,644,957

 

 

 

15,644,957

 

Intangibles assets, net

 

 

940,613

 

 

 

1,365,241

 

Other assets

 

 

39,135

 

 

 

34,659

 

Total assets

 

$

25,007,195

 

 

$

26,899,121

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

12,097,107

 

 

$

13,156,083

 

Note payable, net of unamortized costs

 

 

 

 

 

3,418,788

 

Unearned revenue

 

 

135,032

 

 

 

 

Put warrant liability

 

 

338,414

 

 

 

 

Debenture warrant liability

 

 

723,036

 

 

 

 

Debenture conversion liability

 

 

689,942

 

 

 

 

Put liability

 

 

1,500,000

 

 

 

1,500,000

 

Total current liabilities

 

 

15,483,531

 

 

 

18,074,871

 

Secured convertible debentures, net

 

 

1,811,446

 

 

 

 

Total liabilities

 

 

17,294,977

 

 

 

18,074,871

 

 

 

 

 

 

 

 

 

 

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, 2017 and December 31, 2016, respectively

 

 

 

 

 

 

Class A common stock, authorized 250,000,000 shares, $0.001 par value, 8,025,017 and 6,951,077 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively

 

 

8,025

 

 

 

6,951

 

Class B common stock, authorized 9,000,000 shares, $0.001 par value, no shares issued or outstanding at June 30, 2017 and December 31, 2016, respectively

 

 

 

 

 

 

Common stock to be issued

 

 

 

 

 

678,000

 

Additional paid in capital

 

 

24,858,241

 

 

 

22,529,303

 

Accumulated deficit

 

 

(17,154,048

)

 

 

(14,390,004

)

Total stockholders' equity

 

 

7,712,218

 

 

 

8,824,250

 

Total liabilities and stockholders' equity

 

$

25,007,195

 

 

$

26,899,121

 





 



SOCIAL REALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 2017 AND 2016

(Unaudited)


 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

  

                        

  

  

                        

  

  

                        

  

  

                        

 

Revenue

 

$

5,979,688

 

 

$

9,249,411

 

 

$

11,305,852

 

 

$

14,718,746

 

Cost of revenue

 

 

2,644,208

 

 

 

6,262,808

 

 

 

5,923,327

 

 

 

9,443,370

 

Gross profit

 

 

3,335,480

 

 

 

2,986,603

 

 

 

5,382,525

 

 

 

5,275,376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General, selling and administrative expense

 

 

3,344,445

 

 

 

3,425,590

 

 

 

7,754,252

 

 

 

7,230,691

 

Write-off of non-compete agreement

 

 

 

 

 

 

 

 

468,751

 

 

 

 

Restructuring costs

 

 

 

 

 

 

 

 

377,961

 

 

 

 

Impairment of goodwill

 

 

 

 

 

670,000

 

 

 

 

 

 

670,000

 

Total operating expense, net

 

 

3,344,445

 

 

 

4,095,590

 

 

 

8,600,964

 

 

 

7,900,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(8,965

)

 

 

(1,108,987

)

 

 

(3,218,439

)

 

 

(2,625,315

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(197,267

)

 

 

(434,420

)

 

 

(330,573

)

 

 

(858,251

)

Amortization of debt issuance costs

 

 

(187,568

)

 

 

(271,747

)

 

 

(765,708

)

 

 

(566,604

)

Total interest expense

 

 

(384,835

)

 

 

(706,167

)

 

 

(1,096,281

)

 

 

(1,424,855

)

Loss on repurchase of Series B warrants

 

 

(2,053,975

)

 

 

 

 

 

(2,053,975

)

 

 

 

Loss on repricing of Series A warrants

 

 

(99,820

)

 

 

 

 

 

(99,820

)

 

 

 

Accretion of put warrants

 

 

459,162

 

 

 

 

 

 

2,353,725

 

 

 

 

Accretion of debenture discount and warrants

 

 

1,350,746

 

 

 

 

 

 

1,350,746

 

 

 

 

Accretion of put liability

 

 

 

 

 

(16,057

)

 

 

 

 

 

(63,718

)

Accretion of contingent consideration

 

 

 

 

 

(40,083

)

 

 

 

 

 

(159,061

)

Write-off of contingent consideration

 

 

 

 

 

3,744,496

 

 

 

 

 

 

3,744,496

 

Total other income (expense)

 

 

(728,722

)

 

 

2,982,189

 

 

 

454,395

 

 

 

2,096,862

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before provision for income taxes

 

 

(737,687

)

 

 

1,873,202

 

 

 

(2,764,044

)

 

 

(528,453

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(737,687

)

 

$

1,873,202

 

 

$

(2,764,044

)

 

$

(528,453

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per share, basic

 

$

(0.09

)

 

$

0.31

 

 

$

(0.35

)

 

$

(0.09

)

Net (loss) income per share, diluted

 

$

(0.09

)

 

$

0.29

 

 

$

(0.35

)

 

$

(0.09

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, basic

 

 

8,025,017

 

 

 

5,986,494

 

 

 

7,954,294

 

 

 

5,951,445

 

Weighted average shares outstanding, diluted

 

 

8,025,017

 

 

 

6,538,205

 

 

 

7,954,294

 

 

 

5,951,445

 





 


SOCIAL REALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTH PERIOD ENDED JUNE 30, 2017 AND 2016

(Unaudited)


 

 

Six Month Period Ended

June 30,

 

 

 

2017

 

 

2016

 

Cash flows from operating activities

  

                        

  

  

                        

 

Net loss

 

$

(2,764,044

)

 

$

(528,453

)

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

 

 

 

 

 

 

 

 

Amortization of stock based prepaid fees

 

 

 

 

 

317,226

 

Stock based compensation

 

 

621,327

 

 

 

459,556

 

Amortization of debt issuance costs

 

 

612,168

 

 

 

566,604

 

Loss on repurchase of Series B warrants

 

 

2,053,975

 

 

 

 

Loss on repricing of Series A warrants

 

 

99,820

 

 

 

 

Accretion of put warrants

 

 

(2,353,725

)

 

 

 

Accretion of debenture discount and warrants

 

 

(1,350,746

)

 

 

 

Amortization of debt discount

 

 

153,540

 

 

 

 

PIK interest expense accrued to principal

 

 

 

 

 

241,449

 

Impairment of goodwill

 

 

 

 

 

670,000

 

Write-off of non-compete agreement

 

 

468,751

 

 

 

 

Write-off of contingent consideration

 

 

 

 

 

(3,744,496

)

Accretion of contingent consideration

 

 

 

 

 

159,061

 

Accretion of put liability

 

 

 

 

 

63,718

 

Provision for bad debts

 

 

(21,433

)

 

 

77,235

 

Depreciation expense

 

 

6,182

 

 

 

13,319

 

Amortization of intangibles

 

 

226,205

 

 

 

179,765

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

835,025

 

 

 

(1,779,039

)

Prepaid expenses

 

 

8,443

 

 

 

(13,396

Other assets

 

 

1,115

 

 

 

29,603

 

Accounts payable and accrued expenses

 

 

(1,058,976

)

 

 

3,199,816

 

Unearned revenue

 

 

135,032

 

 

 

43,747

 

Net cash used in operating activities

 

 

(2,327,341

)

 

 

(44,285

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

(14,235

)

 

 

(4,816

)

Development of software

 

 

(270,328

)

 

 

 

Net cash used in investing activities

 

 

(284,563

)

 

 

(4,816

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from the issuance of common stock, net

 

 

3,820,001

 

 

 

500,000

 

Proceeds from notes payable

 

 

 

 

 

2,100,000

 

Proceeds from secured convertible debentures, net

 

 

2,136,629

 

 

 

 

Repayments of note payable and PIK interest

 

 

(3,996,928

)

 

 

(1,367,265

)

Payment of contingent consideration

 

 

 

 

 

(1,600,000

)

Net cash provided by (used in) financing activities

 

 

1,959,702

 

 

 

(367,265

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(652,202

 

 

(416,366

)

Cash and cash equivalents, beginning of period

 

 

1,048,762

 

 

 

1,091,186

 

Cash and cash equivalents, end of period

 

$

396,560

 

 

$

674,820

 





 



SOCIAL REALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

SIX MONTH PERIOD ENDED JUNE 30, 2017 AND 2016

(Unaudited)


 

 

Six Month Period Ended

June 30,

 

 

 

2017

 

 

2016

 

Supplemental schedule of cash flow information

  

                        

  

  

                        

  

Cash paid for interest

 

$

649,199

 

 

$

606,956

 

Cash paid for taxes

 

$

 

 

$

20,000

 

 

 

 

 

 

 

 

 

 

Supplemental schedule of noncash financing activities

 

 

 

 

 

 

 

 

Initial derivative liability on issuance of put warrants

 

$

3,038,344

 

 

$

 

Issuance of placement agent warrants

 

$

249,028

 

 

$

 

Common stock issued for vested grants

 

$

52

 

 

$

 

Issuance of common stock to be issued

 

$

100

 

 

$

 

Common stock issued for the payment of contingent consideration

 

$

 

 

$

2,400,000

 

Initial derivative and warrant liability accounted as debt discount on convertible debenture

 

$

2,763,723

 

 

$

 

Repurchase of series B warrants directly paid by debenture holder on behalf of the Company

 

$

2,500,000

 

 

$

 







 



SOCIAL REALITY, INC.

NON-GAAP TO GAAP RECONCILIATION


Use of Non-GAAP Measure – Adjusted EBITDA

 

SRAX’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.



 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

 

 

 

2017

 

2016

 

2017

 

2016

 

Net loss

 

$

(737,687

)

$

1,873,202

 

$

(2,764,044

)

$

(528,453

)

plus:

  

  

 

 

 

 

 

 

 

 

 

 

  

Equity based compensation

 

 

108,885

 

 

340,320

 

 

621,327

 

 

776,782

 

Accretion of put warrants

 

 

(459,162

)

 

 

 

(2,353,725

)

 

 

Accretion of debenture discount and warrants

 

 

(1,350,746

)

 

 

 

(1,350,746

)

 

 

Accretion of put liability

 

 

 

 

16,057

 

 

 

 

63,718

 

Accretion of contingent consideration

 

 

 

 

40,083

 

 

 

 

159,061

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on repurchase of Series B warrants

 

 

2,053,975

 

 

 

 

2,053,975

 

 

 

Loss on repricing of Series A warrants

 

 

99,820

 

 

 

 

99,820

 

 

 

Restructuring costs

 

 

 

 

 

 

377,961

 

 

 

Write-off of non-compete agreement

 

 

 

 

 

 

468,751

 

 

 

Write-off of contingent consideration

 

 

 

 

(3,744,496

)

 

 

 

(3,744,496

)

Impairment of goodwill

 

 

 

 

670,000

 

 

 

 

670,000

 

Interest expense

 

 

384,835

 

 

706,167

 

 

1,096,281

 

 

1,424,855

 

Depreciation and amortization

 

 

121,433

 

 

93,724

 

 

232,387

 

 

193,084

 

Adjusted EBITDA

 

$

221,353

 

$

(4,943

)

$

(1,518,013

)

$

(985,449

)



###