SRAX Reports Third Quarter 2017 Financial Results

LOS ANGELES, Nov. 14, 2017 /PRNewswire/ -- Social Reality, Inc. (Nasdaq: SRAX), a digital marketing and data management platform delivering the tools to reach and reveal valuable audiences, reported total revenue of $5.6 million, operating loss of $560,300, GAAP net loss of $4.1 million, which includes a non-cash charge of $2.9 million for accretion related to warrants, and Adjusted EBITDA loss of $93,000 for the third quarter 2017.

"The third quarter of 2017 demonstrated the successful implementation of a strategic transformation that has set SRAX up for long-term growth," stated SRAX's CEO and Chairman Christopher Miglino. "In the last twelve months, we uplisted to NASDAQ and cleaned up our balance sheet as well as significantly increased gross margins, reduced operating costs, and improved our key metric, Adjusted EBITDA. In the third quarter, we enhanced our competitive advantage in real-time bidding (RTB) and targeting by acquiring additional technology. Leveraging our successful healthcare model, we continued to diversify into more verticals such as sports and automotive.

"Additionally, we continue to develop cutting edge technologies that have the opportunity to transform the marketing industry. We unveiled our plans around BIGtoken, our Blockchain Identification Graph platform. We believe our BIGtoken platform will revolutionize data sales by offering consumers choice, transparency and compensation for their data, and, consequently, markedly change the way that data is bought and sold."

Third Quarter 2017 Financial Results:

    --  Gross revenue was $5.6 million, compared to $9.5 million in the third
        quarter of 2016, which included revenue from a large, non-recurring SRAX
        Reach customer. This decrease was 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 $3.1 million, compared to $2.5 million in the third
        quarter of 2016. Gross margin was 56%, compared to 26% in the third
        quarter of 2016, reflecting the benefit from reduced low-margin revenue.
    --  Operating expenses were $3.7 million, compared to $3.9 million in the
        third quarter of 2016, reflecting first quarter 2017 cost management
        measures.
    --  Operating loss was $560,000, improving compared to an operating loss of
        $1.3 million in the third quarter of 2016.
    --  Interest expense was reduced to $619,000, compared to $1.1 million in
        the third quarter of 2016. The company also recorded $2.9 million in
        non-cash expenses related to the accretion of warrants. Total other
        expense was $3.5 million, compared to $1.1 million in the third quarter
        of 2016, which did not have expenses related to the accretion of
        warrants.
    --  Net loss was $4.1 million, which includes $2.9 million in non-cash
        expenses related to the accretion of warrants, compared to $2.4 million
        in the third quarter of 2016.
    --  Adjusted EBITDA loss was $93,000, compared to $732,000 in the third
        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.

Other Recent Corporate Highlights:

    --  Acquired additional demand side platform (DSP) technology from OpenDSP
        with unique and complementary RTB and targeting capabilities.
    --  Launched a new vertical offering, SRAXfan, designed to reach and reveal
        valuable sports fan audiences.
    --  Engaged financial advisors to explore strategic alternatives for the
        SRAXmd business including spinning off the business into its own public
        company, strategic acquisitions or a variety of other possible
        transactions.
    --  Held the SRAX Investor and Analyst Day in Mexicali, Mexico, to tour the
        facility,
    --  Received recognition as one of Deloitte 2017 North America Technology
        Fast 500.

Also in October, the company entered into a definitive securities purchase agreement with existing investors for the sale of an aggregate of approximately $5.2 million in principal amount of 12.5% Secured Convertible Debentures due on April 21, 2020, and 863,365 Series A Warrants to purchase Class A common stock with a 5-year term. The Debentures will be secured pari passu with the investors' prior debentures issued in the company's April 2017 offering. The Debentures and Warrants are initially convertible and exercisable at $3.00 per share subject to anti-dilution protection.

2017 Guidance:
SRAX continues to manage the business to optimize gross margin: while it may impact revenue, the company expects benefits gross margin and Adjusted EBITDA.

    --  Management expects 2017 gross margin to exceed 50%, compared to 35% in
        2016.
    --  Management expects SRAX will generate positive Adjusted EBITDA for the
        second half of 2017 and to be breakeven or better for the full year
        2017, up from an Adjusted EBITDA loss of $1.1 million in 2016.

Conference Call & Slide Presentation
Management will review the results on a conference call with a live question and answer session today, November 14, 2017, at 4:30 p.m. ET. To access the call, please use passcode 1119213:

    --  If calling from the United States or Canada, please dial (866) 791-6248
        to access the live call and (844) 512-2921 for the replay available
        until November 22, 2017.
    --  If calling internationally, please dial (719) 325-4929 to access the
        live call and (412) 317-6671 for the replay.
    --  The call will be webcast over the internet and accessible at the
        Company's website at http://srax.com/investors/ for at least 90 days. 
        Investors may also download the slides from the website.

About SRAX
SRAX (Social Reality, Inc.; NASDAQ: SRAX) is a digital marketing and data management platform delivering the tools to reach and reveal valuable audiences. SRAX's machine-learning technology analyzes marketing data to identify brands and content owners' core consumers and their characteristics across marketing channels. Through an omnichannel approach that integrates all aspects of the advertising experience into one platform, SRAX discovers new and measurable opportunities that amplify campaign performance and maximize profits. 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


                                                      September 30,                 December 31,

                                                               2017                          2016
                                                               ----                          ----

                                                       (Unaudited)

    Assets


    Current assets:

    Cash and cash equivalents                                              $216,409                              $1,048,762

    Accounts receivable, net                                            7,196,915                               8,411,019

    Prepaid expenses                                                      541,510                                 332,503

    Other current assets                                                    6,898                                   6,488
                                                                            -----                                   -----

    Total current assets                                                7,961,732                               9,798,772


    Property and equipment, net of accumulated
     depreciation                                                         138,539                                  55,492

    Goodwill                                                           15,644,957                              15,644,957

    Intangibles - net                                                   1,609,228                               1,365,241

    Other assets                                                           21,488                                  34,659
                                                                           ------                                  ------


    Total assets                                                        $25,375,944                             $26,899,121
                                                                        ===========                             ===========


    Liabilities and stockholders' equity


    Current liabilities:

    Accounts payable and accrued
     expenses                                                           $12,434,810                             $13,156,081

    Note payable, net of unamortized costs                        -                               3,418,788

    Unearned revenue                                                       67,516                                       -

    Put warrant liability                                                 757,476                                       -

    Debenture warrant liability                                         1,615,844                                       -

    Leapfrog warrant liability                                            673,416                                       -

    Debenture conversion liability                                      1,936,752                                       -

    Put liability                                                       1,551,323                               1,500,000
                                                                        ---------                               ---------

    Total current liabilities                                          19,037,137                              18,074,869


    Secured convertible debentures, net                                 2,092,798                                       -
                                                                        ---------                                     ---

    Total liabilities                                                  21,129,935                              18,074,869
                                                                       ----------                              ----------


    Commitments and contingencies (Note 13)                       -                                       -


    Stockholders' equity

    Preferred stock, authorized 50,000,000
     shares, $0.001 par value, no shares
     issued or outstanding at September 30,
     2017 and December 31, 2016, respectively                     -                                       -

    Class A common stock, authorized
     250,000,000 shares, $0.001 par value,
     8,232,830 and 6,951,077 shares issued and
     outstanding at September 30, 2017 and
     December 31, 2016, respectively                                        8,233                                   6,952

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

    Common stock to be issued                                              97,500                                 678,000

    Additional paid in capital                                         25,367,237                              22,529,303

    Accumulated deficit                                              (21,226,961)                           (14,390,003)
                                                                      -----------                             -----------

    Total stockholders' equity                                          4,246,009                               8,824,252
                                                                        ---------                               ---------


    Total liabilities and
     stockholders' equity                                               $25,375,944                             $26,899,121
                                                                        ===========                             ===========


                                                                   SOCIAL REALITY, INC.

                                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                 THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

                                                                       (Unaudited)


                                                  Three Months ended                                 Nine Months ended
                                                   September 30,                                   September 30,
                                                   -------------                                   -------------

                                                2017                      2016                         2017                     2016
                                                ----                                                  ----                     ----


    Revenues                                             $5,554,182                             $9,530,842                             $16,861,449                 $24,249,588

    Cost of revenue                                     2,454,919                              6,986,834                               8,378,247                  16,430,204
                                                        ---------                              ---------                               ---------                  ----------


    Gross profit                                        3,099,263                              2,544,008                               8,483,202                   7,819,384


    Operating expense

    General, selling and administrative
     expense                                            3,659,202                              3,851,890                              11,395,454                  11,082,581

    Write-off of non-compete agreement             -                                     -                                486,750                           -

    Restructuring costs                            -                                     -                                377,961                           -

    Impairment of goodwill                         -                                     -                                      -                    670,000
                                                 ---                                   ---                                    ---                    -------

    Total operating expense, net                        3,659,202                              3,851,890                              12,260,165                  11,752,581
                                                        ---------                              ---------                              ----------                  ----------


    Loss from operations                                (559,939)                           (1,307,882)                            (3,776,963)                (3,933,197)


    Other income (expense)

    Interest income (expense)                           (338,010)                             (817,864)                              (668,583)                (1,898,893)

    Amortization of debt issuance costs                 (281,352)                             (250,100)                            (1,047,060)                  (816,705)
                                                         --------                               --------                              ----------                    --------

    Total interest expense                              (619,362)                           (1,067,964)                            (1,715,643)                (2,715,598)

    Loss on repurchase of Series B
     warrants                                      -                                     -                            (2,053,975)                           -

    Loss on repricing of Series A
     warrants                                      -                                     -                               (99,820)                          -

    Accretion of put warrants              (419,062)                                     -                              1,934,663                           -

    Accretion of debenture discount and
     warrants                            (2,139,618)                                      -                              (788,873)                          -

    Accretion of Leapfrog warrants         (336,347)                                     -                              (336,347)                          -

    Write-off of contingent
     consideration                                 -                                     -                                      -                  3,744,496
                                                 ---                                   ---                                    ---                  ---------

    Total other income (expense)                      (3,514,389)                           (1,067,964)                            (3,059,995)                  1,028,898
                                                       ----------                             ----------                              ----------                   ---------


    Loss before provision for income
     taxes                                            (4,074,328)                           (2,375,846)                            (6,836,958)                (2,904,299)


    Provision for income taxes                     -                                     -                                      -                          -
                                                 ---                                   ---                                    ---                        ---


    Net loss                                           $(4,074,328)                          $(2,375,846)                           $(6,836,958)               $(2,904,299)
                                                        ===========                            ===========                             ===========                 ===========



    Net (loss) income per
     share, basic                                           $(0.50)                               $(0.40)                                $(0.85)                    $(0.49)
                                                             ======                                 ======                                  ======                      ======

    Net (loss) income per
     share, diluted                                         $(0.50)                               $(0.40)                                $(0.85)                    $(0.49)
                                                             ======                                 ======                                  ======                      ======


    Weighted average shares outstanding,
     basic                                              8,115,790                              5,958,897                               8,008,717                   5,929,793

    Weighted average shares outstanding,
     diluted                                            8,115,790                              5,958,897                               8,008,717                   5,929,793


                                          SOCIAL REALITY, INC.

                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                           NINE MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

                                               (Unaudited)


                                                             Nine Month Period Ended
                                                                September 30,
                                                                -------------

                                                             2017                    2016
                                                             ----                    ----


    Cash flows from operating activities:

    Net loss                                                        $(6,836,958)                       $(2,904,299)

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

    Amortization of stock based prepaid fees                    -                             373,567

    Stock based compensation                                           947,968                             610,397

    Noncash financing cost                                      -                             274,695

    Amortization of debt issue costs                                   663,210                             816,705

    Loss on repurchase of Series B warrants                          2,053,975                                   -

    Loss on repricing of Series A warrants                              99,820                                   -

    Accretion of Leapfrog warrants                                     336,347                                   -

    Accretion of put warrants                                      (1,934,663)                                  -

    Accretion of debenture discount and
     warrants                                                          788,873                                   -

    Amortization of debt discount                                      383,850                                   -

    PIK interest expense accrued to principal                           51,323                             447,738

    Impairment of Goodwill                                      -                             670,000

    Write-off of non-compete agreement                                 468,751                                   -

    Accretion of contingent consideration                       -                         (3,585,388)

    Accretion of put liability                                  -                              63,718

    Provision for bad debts                                          (163,703)                             96,253

    Depreciation expense                                                14,240                              17,294

    Amortization of intangibles                                        358,698                             269,650

    Changes in operating assets and
     liabilities:

    Accounts receivable                                              1,377,870                         (2,767,590)

    Prepaid expenses                                                 (209,007)                             81,562

    Other assets                                                        12,762                              29,602

    Accounts payable and accrued expenses                            (721,272)                          6,355,103

    Unearned revenue                                                    67,516                              18,115
                                                                        ------                              ------

    Cash (used in) provided by operating
     activities                                                    (2,240,400)                            867,122
                                                                    ----------                             -------


    Cash flows from investing activities:

    Purchase of equipment                                             (97,287)                            (4,816)

    Development of software                                          (454,368)                                  -
                                                                      --------                                 ---

    Cash used in investing activities                                (551,655)                            (4,816)
                                                                      --------                              ------


    Cash flows from financing activities:

    Proceeds from the issuance of common stock,
     net                                                             3,820,001                           3,550,815

    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)                        (1,763,077)

    Payment of contingent consideration                         -                         (1,600,000)
                                                              ---                          ----------

    Net cash provided by financing activities                        1,959,702                           2,287,738
                                                                     ---------                           ---------


    Net decrease in cash and cash equivalents                        (832,353)                          3,150,044

    Cash and cash equivalents, beginning of
     period                                                          1,048,762                           1,091,186
                                                                     ---------                           ---------

    Cash and cash equivalents, end
     of period                                                          $216,409                          $4,241,230
                                                                        ========                          ==========


                                    SOCIAL REALITY, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                     NINE MONTH PERIOD ENDED SEPTEMBER 30, 2017 AND 2016

                                         (Unaudited)


                                                    Nine Month Period Ended
                                                       September 30,
                                                       -------------

                                                     2017                   2016
                                                     ----                   ----


    Supplemental Schedule of Cash
     Flow Information:

    Cash paid for
     interest                                                 $873,433                 $1,224,525
                                                              ========                 ==========

    Cash paid for
     taxes                                              $            -             $           -
                                                      ===          ===           ===         ===


    Non-cash financial
     activities:

    Proceeds paid by
     Fastpay on
     behalf of
     Social Reality                                     $            -                $5,507,468

    Common stock
     issued as
     payment of
     contingent
     consideration                                      $            -                $2,400,000

    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              $           -

    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              $           -

    Common stock
     issued and
     Initial warrant
     liability
     accounted for
     assets purchase
     arrangement                                              $617,069              $           -

SOCIAL REALITY, INC.
NON-GAAP TO GAAP RECONCILIATION
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
(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.


                                   Three Months Ended                 Nine Months Ended
                                     September 30,                      September 30,
                                     -------------                      -------------

                               2017                    2016           2017                2016
                                                      ----                              ----

    Net loss                          $(4,074,329)          $(2,375,846)                      $(6,836,958)   $(2,904,299)

    plus:

    Equity based compensation              326,641                207,248                            947,968         984,026

    Accretion of put warrants              419,062                      -                       (1,934,663)              -

    Accretion of debenture
     discount and warrants               2,139,618                      -                           788,873               -

    Accretion of put liability                   -                     -                                 -              -

    Accretion of other
     consideration                         336,347                      -                           336,347     (3,744,496)
                                           -------                    ---                           -------      ----------

    Adjusted net loss                   $(852,661)          $(2,168,598)                      $(6,698,433)   $(5,664,769)

    Loss on repurchase of
     Series B warrants                           -                     -                         2,053,975               -

    Loss on repricing of
     Series A warrants                           -               274,695                             99,820         274,695

    Restructuring costs                          -                     -                           377,961               -

    Write-off of non-compete
     agreement                                   -                     -                           468,750               -

    Write-off of contingent
     consideration                               -                     -                                 -              -

    Impairment of goodwill                       -                     -                                 -        670,000

    Interest expense                       619,362              1,067,964                          1,715,643       2,715,598

    Depreciation and
     amortization                          140,551                 93,859                            372,938         286,944
                                           -------                 ------                            -------         -------

    Adjusted EBITDA                      $(92,748)            $(732,080)                      $(1,609,346)   $(1,717,532)
                                          ========              =========                        ===========     ===========

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SOURCE Social Reality, Inc.