BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNT POLICIES | NOTE 1 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNT POLICIES The accompanying unaudited interim condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to prevent the information presented from being misleading. These financial statements should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and the notes thereto included in the Companys Annual Report on Form 10-K, which contains audited financial information for the two years in the period ended December 31, 2018. Description of Business We are a digital marketing and data technology company with tools to reach and reveal valuable audiences with marketing and advertising communication. Our machine-learning technology analyzes marketing data to identify brands and content owners' core consumers and their characteristics across marketing channels. In addition to our business services and technologies, we also operate a direct to consumer platform, BIGToken, which enables consumers to own, manage and sell access to their digital identity and data. This provides us with a direct consumer relationship and gives us valuable proprietary data. We derive our revenues from: · sales of digital advertising campaigns to advertising agencies and brands; · sales of media inventory through real-time bidding, or RTB, exchanges; · sale and licensing of our SRAX Social · creation of custom platforms for buying media on SRAX · sales of proprietary consumer data. The core elements of our business are: · Social Reality Ad Exchange or "SRAX" Real Time Bidding sell side and buy side representation SRAX · SRAXauto · SRAXcore is our generalized services and technologies supporting brands and agencies in data management, audience optimization, and multi-channel and omnichannel media and marketing services · SRAXshopper · SRAXir · BIGToken Basis of Presentation The accompanying unaudited condensed consolidated financial statements and notes thereto are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in the Companys annual financial statements have been condensed or omitted. The December 31, 2018 condensed balance sheet data was derived from financial statements, but does not include all disclosures required by GAAP. These interim financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim three and six month periods ended June 30, 2019 and 2018. The results for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019 or for any future period. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2018, included in the Company's annual report on Form 10-K filed with the SEC on April 16, 2019. Uses and Sources of Liquidity Going Concern Although we believe that the foregoing actions will assist with our liquidity needs during the 12 months following the issuance of the financial statements, there is no assurance that the outcome of our actions will result in liquidity. If we continue to experience operating losses, we may need to raise additional capital through the sale of our equity and/or debt securities. Although historically we have funded our operations through the sale of our debt and equity securities, there is no assurance that we will be able to raise additional capital or that if such capital is raised, it will be on favorable terms. A failure to generate additional liquidity could negatively impact our business, including our access to critical business services. Additionally, if we require additional capital and are not able to secure it, we may need to greatly curtail our current and planned business initiatives. In connection with preparing consolidated financial statements for the year ended December 31, 2018, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Companys ability to continue as a going concern within one year from the date that the financial statements are issued. The Company considered the following: · Operating losses of $11,648,703 and $13,884,055 for the year ended December 31, 2018 and the year to date period ended June 30, 2019, respectively. · Negative cash flow from operating activities for 2019 and 2018. · At June 30, 2019 the Company had an accumulated deficit of $32,662,403. · Revenue decline in the six months period ended June 30, 2019 from the same period in the prior year of $5,312,224. Ordinarily, conditions or events that raise substantial doubt about an entitys ability to continue as a going concern relate to the entitys ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: · The Company has no debt as of June 30, 2019 · The Company has historically raised funds from debt and equity financings. · The Companys sale of the SRAXmd vertical for $43.5 million in consideration. · In 2018, the Company is in compliance with NASDAQ Capital Markets listing requirements. · In 2018, the Company redeemed $6.5 million of convertible debentures. · Revenue declines were largely the result of a strategic shift away from lower margin sales the produced little to no positive cash flow benefit for the Company. The Company will take the following actions if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern: · Raise additional capital through short-term loans. · Implement restructuring and cost reductions. · Raise additional capital through a private placement. · Secure a commercial bank line of credit. · Dispose of one or more product lines. · Sell or license intellectual property. At June 30, 2019 the Company had $2,465,639 in cash and cash equivalents and negative working capital of $8,534,224. Impact of Recently Issued Accounting Standards Leases In February 2016, the FASB issued ASU No. 2016-02 (ASC 842), Leases, to require lessees to recognize all leases, with certain exceptions, on the balance sheet, while recognition on the statement of operations will remain similar to current lease accounting. Subsequently, the FASB issued ASU No.2018-10, Codification Improvements to Topic 842, Leases, ASU No. 2018-11, Targeted Improvements, ASU No. 2018-20, Narrow-Scope Improvements for Lessors, and ASU 2019-01, Codification Improvements, to clarify and amend the guidance in ASU No. 2016-02. ASC 842 eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. This standard is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. We are using a modified retrospective adoption approach, is required to recognize and measure leases existing at the beginning of the adoption period, with certain practical expedients available. We adopted the standard effective January 1, 2019. The standard allows a number of optional practical expedients to use for transition. The Company choose the certain practical expedients allowed under the transition guidance which permitted us to not to reassess any existing or expired contracts to determine if they contain embedded leases, to not to reassess our lease classification on existing leases, to account for lease and non-lease components as a single lease component for equipment leases, and whether initial direct costs previously capitalized would qualify for capitalization under FASB ASC 842. The new standard also provides practical expedients and recognition exemptions for an entity's ongoing accounting policy elections. The Company has elected the short-term lease recognition for all leases that qualify, which means that we do not recognize a ROU asset and lease liability for any lease with a term of twelve months or less. The most significant impact of adopting the standard was the recognition of ROU assets and lease liabilities for operating leases on the Company's consolidated balance sheet but it did not have an impact on the Company's consolidated statements of operations or consolidated statements of cash flows. We recorded a ROU and the related operating lease liability for our long-term facilities lease. The below table summarizes these lease asset and liability accounts presented on our accompanying Condensed Consolidated Balance Sheets: Operating Leases* Condensed Consolidated Balance Sheet Caption Balance as of June 30, Operating lease right-of-use assets - non-current Right of Use Asset $ 466,253 Operating lease liabilities - current Accrued liabilities $ 139,782 Operating lease liabilities - non-current Lease Obligation Long-Term $ 326,471 Total operating lease liabilities $ 466,253 * As of June 30, 2019, we have no finance leases as defined in Topic 842 Components of Lease Expense We recognize lease expense on a straight-line basis over the term of our operating leases, as reported within selling, general and administrative expense on the accompanying Condensed Consolidated Statement of Operations. The components of our aggregate lease expense is summarized below: Three Months Ended Six Months Ended Operating lease cost 76,277 152,842 Variable lease cost Short-term lease cost Total lease cost 76,277 152,842 Weighted Average Remaining Lease Term and Applied Discount Rate Weighted Average Remaining Lease Term Weighted Average Discount Rate Operating leases as of June 30, 2019 4.25 years 18 % Future Contractual Lease Payments as of June 30, 2019 The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments: Operating Leases - future payments 2019 (remaining) $ 81,609 2020 163,218 2021 163,218 2022 163,218 2023 133,296 Total future lease payments, undiscounted 704,559 Less: Implied interest (238,306 ) Present value of operating lease payments 466,253 Effective January 1, 2018, we adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230) In February 2018, the FASB issued ASU 2018-02: Income Statement Reporting Comprehensive Income (Topic 220) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement, Accounting Guidance Issued but Not Adopted at June 30, 2019 In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments." This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information for credit loss estimates. In addition, new disclosures are required. The ASU is effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact of adopting this guidance. During the six months ended June 30, 2019, the Financial Accounting Standards Board (FASB) has not issued any Accounting Standard Updates which are expected to have a material retrospective or future effect on the consolidated financial statements. |