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

Exhibit 99.1


Social Reality Beats Guidance to Achieve Record Revenue and Net Income Profitability for Q2 2015

Company Provides Full Year 2015 Guidance of $30M Revenue, a 485% increase over 2014

Q2 Adjusted EBITDA of $1.8M

Net Income of $416k


Press Release: Social Reality, Inc. – 


Los Angeles, CA (Marketwired – August 13, 2015)—Social Reality, Inc. (OTCQB: SCRI), an Internet advertising and platform technology company that provides tools to automate the digital advertising market, today announced second quarter 2015 financial results. Revenue for the quarter ended June 30, 2015 was $10,761,573, an increase of 3,786% over the second quarter of 2014, and a 168% increase over the first quarter of 2015.   


“We are excited by the rapid growth that we are experiencing.  This growth validates the synergies of the investments we made at the end of 2014.  We are also very proud of the team for achieving net income profitability in the second quarter, as this has been a long-term goal for the company and adds us to a short list of profitable advertising technology companies,” said Christopher Miglino, Social Reality's CEO and Chairman. “We continue to see demand in our platform, thus we are providing full-year 2015 revenue guidance of $30M, a 486% increase over 2014,” added Miglino.  


Second Quarter 2015 Highlights


·

Revenue of $10,761,573 represents a 168% increase over the first quarter of 2015

·

Fourth consecutive quarter-over-quarter increase in revenue

·

$1.8M in adjusted EBITDA

·

Net income of $416k

·

FY 2015 revenue guidance of $30M


Three- and six-month financial results for the period ended June 30, 2015


Revenue for the three months ended June 30, 2015, totaled $10,761,573 compared to $276,934 reported for the three months ended June 30, 2014. Revenue of $14,782,857 was reported for the first half of 2015, compared to $830,611 in the first half of 2014. Gross profit increased to $5,603,130 for the three months ended June 30, 2015, compared to $72,629 for the same period of 2014. Gross profit increased to $7,381,939 for the six months ended June 30, 2015, compared to $253,691 for the same period of 2014.





The company reported net income of $415,591 for the three months ended June 30, 2015, compared to a net loss of ($880,112) for the corresponding period of 2014.  The company reported a net loss of ($1,638,870) for the six months ended June 30, 2015, compared to a net loss of ($1,567,922) for the corresponding period of 2014.  For the quarter ended June 30, 2015, net income was $0.01 per diluted share, compared to a net loss of ($0.04) per share for the three months ended June 30, 2014. Adjusted EBITDA was $1,804,000 for the quarter ended June 30, 2015, compared to ($625,000) in the same period of 2014. For the first half of 2015, the net loss was ($0.06) per share, compared to a net loss of ($0.08) per share for the same period of 2014, and adjusted EBITDA was $1,094,000 for the first half of 2015, compared to ($1,076,000) in the same period of 2014.  As shown in the following table, Reconciliation of Adjusted EBITDA to GAAP, the differences between net income and adjusted EBITDA are primarily composed of non-cash stock-based compensation, amortization, accretion, and interest expenses.


Balance Sheet as of June 30, 2015


Cash and cash equivalents totaled $1,515,726 on June 30, 2015. Current assets and total assets were $10,784,710 and $32,101,129, respectively, while current liabilities and total liabilities were $17,045,848 and $27,533,988, respectively. As of June 30, 2015, the company had stockholders' equity of $4,567,141, a 15% sequential increase over $3,963,032 at March 31, 2015.


About Social Reality, Inc.


Social Reality, Inc. is an Internet advertising company that provides tools to automate the digital advertising market. The company has built technologies and leveraged partner technologies that service social media and the Real Time Bidding (RTB) markets. For more information, please visit www.socialreality.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 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:  our ability to grow our revenues and manage our gross margins; our history of losses; our limited operating history; the terms of our financing agreement with Victory Park Management, LLC as agent for the lenders; the impact of our debt obligations on our liquidity and financial conditions; the impact of the earn out payments to Mr. Steel; our possible need for additional financing; risks associated with loss of access to the Facebook platform; risks associated with loss of access to RTB inventory buyers; the continued appeal of digital advertising; our dependence on our publishers; risks related to possible future acquisitions; the limited market for our Class A common stock; and the impact of penny stock rules on the trading in our Class A common stock, among others, all as set forth in our Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission, and our other filings with the SEC. Except for our ongoing obligations to disclose material information under the Federal securities laws, Social Reality undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.





2





SOCIAL REALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2015 AND 2014

(Unaudited)



 

 

Three Months ended

June 30,

 

 

Six Months ended

June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

  

                       

  

  

                       

  

  

                       

  

  

                       

  

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

10,761,573

 

 

$

276,934

 

 

$

14,782,857

 

 

$

830,611

 

Cost of revenue

 

 

5,158,443

 

 

 

204,305

 

 

 

7,400,918

 

 

 

576,920

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

5,603,130

 

 

 

72,629

 

 

 

7,381,939

 

 

 

253,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expense

 

 

4,252,752

 

 

 

953,202

 

 

 

7,162,752

 

 

 

1,822,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

1,350,378

 

 

 

(880,573

)

 

 

219,187

 

 

 

(1,568,916

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income (expense)

 

 

(934,787

)

 

 

461

 

 

 

(1,858,057

)

 

 

994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before provision for income taxes

 

 

415,591

 

 

 

(880,112

)

 

 

(1,638,870

)

 

 

(1,567,922

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

415,591

 

 

$

(880,112

)

 

$

(1,638,870

)

 

$

(1,567,922

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share, basic

 

$

0.02

 

 

$

(0.04

)

 

$

(0.06

)

 

$

(0.08

)

Net income (loss) per share, diluted

 

$

0.01

 

 

$

(0.04

)

 

$

(0.06

)

 

$

(0.08

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, basic

 

 

26,911,285

 

 

 

20,515,259

 

 

 

26,879,029

 

 

 

20,390,170

 

Weighted average shares outstanding, diluted

 

 

29,520,556

 

 

 

20,515,259

 

 

 

26,879,029

 

 

 

20,390,170

 









3





SOCIAL REALITY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


 

 

June 30,

 

 

December 31,

 

 

 

2015

 

 

2014

 

 

 

(Unaudited)

 

 

 

 

Assets

  

                       

  

  

                       

  

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,515,726

 

 

$

1,843,393

 

Accounts receivable, net of allowance for doubtful accounts of $103,533 and $52,338

 

 

9,124,275

 

 

 

3,874,620

 

Prepaid expenses

 

 

142,259

 

 

 

222,532

 

Other current assets

 

 

2,450

 

 

 

7,352

 

Total current assets

 

 

10,784,710

 

 

 

5,947,897

 

 

 

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $34,460 and $25,013

 

 

18,155

 

 

 

27,602

 

 

 

 

 

 

 

 

 

 

Goodwill/ and other intangibles

 

 

18,318,911

 

 

 

18,318,911

 

Deferred debt issue costs

 

 

2,279,366

 

 

 

2,907,736

 

Prepaid stock based compensation

 

 

690,793

 

 

 

1,008,019

 

Other assets

 

 

9,194

 

 

 

4,804

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

32,101,129

 

 

$

28,214,969

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

7,810,331

 

 

$

2,882,120

 

Note payable - related party

 

 

2,500,000

 

 

 

2,500,000

 

Notes payable, current portion

 

 

1,541,000

 

 

 

1,350,000

 

Unearned revenue

 

 

22,640

 

 

 

25,295

 

Contingent consideration payable to related party - current portion

 

 

3,827,339

 

 

 

3,586,722

 

Put liability

 

 

1,344,538

 

 

 

 

Total current liabilities

 

 

17,045,848

 

 

 

10,344,137

 

 

 

 

 

 

 

 

 

 

Notes payable

 

 

7,131,728

 

 

 

7,713,014

 

Contingent consideration payable to related party - long term

 

 

3,356,412

 

 

 

3,145,401

 

Put liability

 

 

 

 

 

1,260,010

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

27,533,988

 

 

 

22,462,562

 

 

 

 

 

 

 

 

 

 

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, 86,000 shares issued and outstanding, respectively

 

 

86

 

 

 

86

 

Class A common stock, authorized 250,000,000 shares, $0.001 par value, 29,544,943 and 29,416,612 shares issued, respectively, and 27,158,080 and 27,029,749 shares outstanding, respectively

 

 

27,158

 

 

 

27,030

 

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

 

 

 

 

 

 

Additional paid in capital

 

 

13,596,629

 

 

 

13,143,153

 

Accumulated deficit

 

 

(9,056,732

)

 

 

(7,417,862

)

Total stockholders' equity

 

 

4,567,141

 

 

 

5,752,407

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$

32,101,129

 

 

$

28,214,969

 







4





SOCIAL REALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTH PERIODS ENDED JUNE 30, 2015 AND 2014

(Unaudited)


 

 

Six Month Periods Ended

June 30,

 

 

 

2015

 

 

2014

 

Cash flows from operating activities:

  

                       

  

  

                       

  

Net loss

 

$

(1,638,870

)

 

$

(1,567,922

)

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

 

 

 

 

 

 

 

 

Amortization of stock based prepaid fees

 

 

317,226

 

 

 

336,834

 

Stock based compensation

 

 

446,683

 

 

 

147,909

 

Amortization of debt issue costs

 

 

628,370

 

 

 

 

PIK interest expense accrued to principal

 

 

176,966

 

 

 

 

Accretion of contingent consideration

 

 

451,628

 

 

 

 

Accretion of put liability

 

 

84,528

 

 

 

 

Depreciation

 

 

9,447

 

 

 

6,522

 

Bad debt expense

 

 

51,195

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(5,300,850

)

 

 

167,424

 

Prepaid expenses

 

 

80,273

 

 

 

(8,645

)

Other current assets

 

 

4,902

 

 

 

(2,000

)

Other assets

 

 

(4,390

)

 

 

(804

)

Accounts payable and accrued expenses

 

 

4,928,211

 

 

 

(503,965

)

Unearned revenue

 

 

(2,655

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided (used) by operating activities

 

 

232,664

 

 

 

(1,424,647

)

 

 

 

 

 

 

 

 

 

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

)

Proceeds from warrant offering

 

 

6,921

 

 

 

 

Repayments of note payable

 

 

(567,252

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash (used) provided by financing activities

 

 

(560,331

)

 

 

1,256,870

 

 

 

 

 

 

 

 

 

 

Net decrease in cash

 

 

(327,667

)

 

 

(174,633

)

Cash, beginning of period

 

 

1,843,393

 

 

 

1,715,264

 

Cash, end of period

 

$

1,515,726

 

 

$

1,540,631

 

 

 

 

 

 

 

 

 

 

Supplemental Schedule of Cash Flow Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

462,887

 

 

$

 

Cash paid for taxes

 

$

 

 

$

 





5





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


Reconciliation of Adjusted EBITDA to GAAP


 

 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

 

(unaudited, in thousands)

 

2015

 

2014

 

2015

 

2014

 

Net income (loss)

 

$

416

 

$

(880

)

$

(1,639

)

$

(1,568

)

plus:

    

 

 

 

 

 

 

 

 

 

 

 

 

Equity based compensation

 

 

448

 

 

251

 

 

865

 

 

485

 

Adjusted net income (loss)

 

$

864

 

$

(629

)

$

(774

)

$

(1,083

)

Interest expense

 

 

935

 

 

 

 

1,858

 

 

 

Depreciation of property, plant and equipment

 

 

5

 

 

4

 

 

10

 

 

7

 

Adjusted EBITDA

 

$

1,804

 

$

(625

)

$

1,094

 

$

(1,076

)


Contact:


Robert Haag

Managing Director

IRTH Communications

SCRI@irthcommunications.com

1-866-976-4784




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