Form 8-K - Current report

0001568385FALSE00015683852024-03-272024-03-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 14, 2024

Bright Mountain Media, Inc.

(Exact name of registrant as specified in its charter)

Florida

000-54887

27-2977890

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6400 Congress Avenue, Suite 2050 Boca Raton, Florida

33487

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 561-998-2440

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02			Results of Operations and Financial Conditions

On May 14, 2024, Bright Mountain Media, Inc, Inc. (the "Company") issued a press release announcing its financial results for its first quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. In addition, this information shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

The Company makes reference to certain non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures and reasons why the Company believes these non-GAAP financial measures are useful are contained in the attached press release.

Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release Issued May 14, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

        

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 14, 2024

Bright Mountain Media, Inc.

(Registrant)
By:			/s/ Matthew Drinkwater
			Matthew Drinkwater
			Chief Executive Officer and Director
			(Principal Executive Officer)
By:			/s/ Ethan Rudin
			Ethan Rudin
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

Bright Mountain Media, Inc Announces First Quarter 2024 Financial Results

■First quarter revenue increased by $10.9 million to $12.4 million compared to $1.5 million for the first quarter of 2023.

■First quarter gross margin increased by $2.6 million to $3.1 million compared to $528,000 for the first quarter of 2023.

Boca Raton, FL, May 14, 2024 — Bright Mountain Media, Inc. (OTCQB: BMTM) (“Bright Mountain” or the “Company”), a global holding company with current investments in digital publishing, advertising technology, consumer insights, and creative media services, today announced its financial results for the first quarter ended March 31, 2024.

Matt Drinkwater, CEO of Bright Mountain Media, commented “We are pleased with the continued progress in our financial performance. Having accomplished the work of integrating two new businesses and reducing costs, we are focused on unlocking more synergies, launching new products and business lines, and delivering the vision of an AI-enabled marketing services platform to our customers. An example of these synergies has shown up in our ad tech business via organic top-line growth. This was primarily driven by the acceleration of leveraging the data assets of our market research division. This unique approach in the market is how we will continue to differentiate and create new opportunities in advertising services to increase return on advertising spend for customers across all segments. We remain optimistic that this represents the first of many synergies to come.”

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Financial Results for the Three Months Ended March 31, 2024

•Revenue was $12.4 million, an increase of $10.9 million, or 731%, compared to $1.5 million for the same period of 2023, which was driven by the Big Village Acquisition, and was partially offset by macroeconomics factors, coupled with an overall reduction in spending by some customers due to inflationary concerns, which led to lower than normal rates and lower earnings specifically impacting our digital publishing division.

Advertising technology revenue was approximately $2.6 million and digital publishing revenue was approximately $434,000. The new offerings we acquired as part of the Big Village Acquisition were consumer insights, creative services, and media services. Consumer insights revenue was approximately $6.7 million, creative services revenue was approximately $2.1 million, and media services revenue was approximately $641,000 during the first quarter of 2024.

•Cost of revenue was $9.3 million, an increase of $8.3 million, or 860%, compared to $970,000 for the same period in 2023. The increase is a result of new costs associated with our new revenue offerings from the Big Village Acquisition, inclusive of direct salary and labor cost of approximately $1.9 million for employees that work directly on customer projects, and direct project costs of approximately $3.1 million for payments made to third-parties that are directly attributable to completion of projects to allow for revenue recognition, $2.1 million for non-direct project cost and legacy publisher cost of $1.8 million which increased by 270%. The increase in publisher cost is associated with the increase noted in advertising technology revenue of approximately 383%.

•General and administrative expense was $5.2 million, an increase of 53%, compared to $3.4 million in the same period of 2023.

•Gross margin was $3.1 million, an increase of 494%, compared to $528,000 in the same period of 2023.

•Net loss was $4.8 million, an increase of 26%, compared to a $3.8 million net loss in the same period of 2023.

•Adjusted EBITDA loss was $1.2 million compared to Adjusted EBITDA loss of $2.1 million in the same period of 2023. See the below section on Non-GAAP Financial Measure for a reconciliation of net loss to EBITDA and Adjusted EBITDA.

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About Bright Mountain Media

Bright Mountain Media, Inc. (OTCQB: BMTM) unites a diverse portfolio of companies to deliver a full spectrum of advertising, marketing, technology, and media services under one roof—fused together by data-driven insights. Bright Mountain Media’s subsidiaries include Deep Focus Agency, LLC, BV Insights, LLC, CL Media Holdings, LLC, and Bright Mountain, LLC. For more Information, please visit www.brightmountainmedia.com.

Forward-Looking Statements for Bright Mountain Media, Inc.

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties. Such forward-looking statements can be identified by the use of words such as “should,” “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes,” and similar words. 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 successfully integrate acquisitions, and the realization of any expected benefits from such acquisitions. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in Bright Mountain Media, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023 and our other filings with the SEC. Bright Mountain Media, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law.

Contact / Investor Relations:

Douglas Baker

Email:[e-mail]

Tel: [phone]

https://otcprgroup.com

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BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share data)

						Three Months Ended
						March 31, 2024						March 31, 2023
Revenue						$	12,448					$	1,498
Cost of revenue						9,311						970
Gross margin						3,137						528
General and administrative expenses						5,244						3,428
Loss from operations						(2,107)						(2,900)
Financing and other (expense) income
Other income						345						278
Interest expense - Centre Lane Senior Secured Credit Facility - related party						(2,991)						(1,163)
Interest expense - Convertible Promissory notes - related party						(2)						(5)
Other interest expense						(11)						(6)
Total financing and other (expense), net						(2,659)						(896)
Net loss before income tax						(4,766)						(3,796)
Income tax provision						—						—
Net loss						(4,766)						(3,796)
Foreign currency translation						34						14
Comprehensive loss						$	(4,732)					$	(3,782)
Net loss per common share:
Basic and diluted						$	(0.03)					$	(0.03)
Weighted average shares outstanding
Basic and diluted						171,231,775						149,708,905

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BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

						March 31, 2024						December 31, 2023*
ASSETS						(unaudited)
Current Assets
Cash and cash equivalents						$	4,921					$	4,001
Accounts receivable, net						12,474						14,679
Prepaid expenses and other current assets						1,178						1,057
Total Current Assets						18,573						19,737
Property and equipment, net						161						199
Intangible assets, net						14,753						15,234
Goodwill						7,785						7,785
Operating lease right-of-use asset						290						306
Other assets, non-current						158						156
Total Assets						$	41,720					$	43,417
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses						$	15,807					$	17,497
Other current liabilities						3,026						3,025
Interest payable – 10% Convertible Promissory Notes – related party						41						39
Interest payable – Centre Lane Senior Secured Credit Facility – related party						138						—
Deferred revenue						6,268						4,569
Note payable – 10% Convertible Promissory Notes, net of discount – related party						80						80
Note payable – Centre Lane Senior Secured Credit Facility – related party (current portion)						6,471						5,592
Total Current Liabilities						31,831						30,802
Other liabilities, non-current						286						325
Note payable – Centre Lane Senior Secured Credit Facility, net of discount – related party						60,648						58,674
Finance lease liability, non-current						37						42
Operating lease liability, non-current						234						239
Total liabilities						93,036						90,082
Shareholders’ deficit
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, no shares issued or outstanding at March 31, 2024 and December 31, 2023						—						—
Common stock, par value $0.01, 324,000,000 shares authorized, 172,382,586 and 172,103,134 issued and 171,032,411 and 171,277,959 outstanding at March 31, 2024 and December 31, 2023, respectively						1,724						1,721
Treasury stock, at cost; 1,350,175 and 825,175 shares at March 31, 2024 and December 31, 2023, respectively						(220)						(220)
Additional paid-in capital						101,483						101,405
Accumulated deficit						(154,599)						(149,833)
Accumulated other comprehensive income						296						262
Total shareholders’ deficit						(51,316)						(46,665)
Total liabilities and shareholders’ deficit						$	41,720					$	43,417

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BRIGHT MOUNTAIN MEDIA, INC.

RECONCILIATION OF NET LOSS TO NON-GAAP EBITDA AND ADJUSTED EBITDA

(in thousands)

Non-GAAP Financial Measure

Non-GAAP results are presented only as a supplement to the financial statements and for use within management's discussion and analysis based on U.S. generally accepted accounting principles ("GAAP"). The non-GAAP financial information is provided to enhance the reader's understanding of the Company's financial performance, but non-GAAP measures should not be considered in isolation or as a substitute for financial measures calculated in accordance with GAAP.

All of the items included in the reconciliation from net loss before taxes to EBITDA and from EBITDA to Adjusted EBITDA are either (i) non-cash items (e.g., depreciation, amortization of purchased intangibles, stock-based compensation, etc.) or (ii) items that management does not consider to be useful in assessing the Company's ongoing operating performance (e.g., M&A costs, income taxes, gain on sale of investments, loss on disposal of assets, etc.). In the case of the non-cash items, management believes that investors can better assess the Company's operating performance if the measures are presented without such items because, unlike cash expenses, these adjustments do not affect the Company's ability to generate free cash flow or invest in its business.

We use, and we believe investors benefit from the presentation of, EBITDA and Adjusted EBITDA in evaluating our operating performance because it provides us and our investors with an additional tool to compare our operating performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our core operations. We believe that EBITDA is useful to investors and other external users of our financial statements in evaluating our operating performance because EBITDA is widely used by investors to measure a company's operating performance without regard to items such as interest expense, taxes, and depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired.

Because not all companies use identical calculations, the Company's presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. However, these measures can still be useful in evaluating the Company's performance against its peer companies because management believes the measures provide users with valuable insight into key components of GAAP financial disclosures.

A reconciliation of net loss before taxes to non-GAAP EBITDA and Adjusted EBITDA is as follows:

						Three Months Ended
($ in thousands)						March 31, 2024						March 31, 2023
Net loss before tax plus:						$	(4,766)					$	(3,796)
Depreciation expense						40						7
Amortization of intangibles						481						386
Amortization of debt discount						615						305
Other interest expense						11						6
Interest expense – Centre Lane Senior Secured Credit Facility and Convertible Promissory Notes – related party						2,378						864
EBITDA						(1,241)						(2,228)
Stock compensation expense						65						25
Non-restructuring severance expense						8						122
Adjusted EBITDA						$	(1,168)					$	(2,081)

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Cover	Mar. 27, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 14, 2024
Entity Registrant Name	Bright Mountain Media, Inc.
Entity Incorporation, State or Country Code	FL
Entity File Number	000-54887
Entity Tax Identification Number	27-2977890
Entity Address, Address Line One	6400 Congress Avenue,
Entity Address, Address Line Two	Suite 2050
Entity Address, City or Town	Boca Raton,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	561
Local Phone Number	998-2440
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001568385
Amendment Flag	false

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