0001568385FALSE00015683852024-08-132024-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Image_2.jpg


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) August 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. ☐


Item 2.02Results of Operations and Financial Conditions
On August 14, 2024, Bright Mountain Media, Inc, Inc. (the "Company") issued a press release announcing its financial results for its second quarter and six months ended June 30, 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 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
        



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.

August 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)


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Bright Mountain Media, Inc Announces Second Quarter 2024 Financial Results


■Second quarter revenue increased to $13.0 million compared to $12.6 million for the second quarter of 2023.

■Half year revenue increased by $11.3 million to $25.5 million compared to $14.1 million for the same period of 2023.



Boca Raton, FL, August 14, 2024 — Bright Mountain Media, Inc. (OTCQB: BMTM) (“Bright Mountain” or the “Company”), a global marketing service platform with capabilities in digital publishing, advertising technology, consumer insights, creative and media services, today announced its financial results for the second quarter and six months ended June 30, 2024.

Matt Drinkwater, CEO of Bright Mountain, expressed enthusiasm about the company's recent credit amendment. “We're pleased with a key amendment we entered into in the second quarter that enhances our financial flexibility by deferring certain payments owed to Centre Lane Partners, our lending partner. This adjustment will help bolster our growth initiatives.

We're also pleased with our ongoing financial performance, marked by the successful integration of Big Village and Deep Focus with our legacy Bright Mountain business, and significant cost-reduction efforts. Our current focus is on unlocking further synergies, launching innovative products and business lines, and advancing our vision of an AI-driven marketing services platform.

An excellent example of these synergies is the organic growth from our ad tech division, driven by the strategic use of data assets from our market research division. This approach opens up new and innovative opportunities to enhance return on advertising spend for our clients. We are optimistic about the potential for future synergies and continued success.”
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Financial Results for the Three Months Ended June 30, 2024

•Revenue was $13.0 million, an increase of $387,000, or 3%, compared to $12.6 million for the same period of 2023. This increase was due to an improvement in revenue from our advertising technology division, which was driven by our ability to leverage our resources to attract top advertisers, which in turn allowed us to onboard premium publishers. This led to an increase in volume, as well as rates and overall revenue. This increase in revenue was partially offset by a decline in revenue in our digital publishing division, which was significantly impacted by macroeconomic factors, which reduced traffic to our website, coupled with an overall reduction in spending by some customers related to inflationary concerns and reduction in website traffic.

Advertising technology revenue was approximately $3.6 million, digital publishing revenue was approximately $516,000, consumer insights revenue was approximately $6.7 million, creative services revenue was approximately $1.7 million, and media services revenue was approximately $566,000 during the second quarter of 2024.

•Cost of revenue was $9.6 million, an increase of $1.2 million, or 14%, compared to $8.4 million for the same period in 2023. The increase is mainly a result of increased publisher costs of $1.2 million, which is driven by the increase noted in revenue for our advertising technology division. These are payments to media providers and website publishers.

Cost of revenue is inclusive of publisher costs of $2.3 million, 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, direct salary and labor costs of approximately $2.1 million for employees that work directly on customer projects, and $1.6 million of non-direct project costs.

•General and administrative expense was $5.3 million, a decrease of $2.8 million, or 35%, compared to $8.1 million in the same period of 2023.

•Gross margin was $3.4 million, a decrease of 19%, compared to $4.2 million in the same period of 2023.

•Net loss was $5.2 million, a decrease of 14%, compared to a $6.1 million net loss in the same period of 2023.

•Adjusted EBITDA loss was $920,000, compared to Adjusted EBITDA loss of $1.9 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.

Financial Results for the Six Months Ended June 30, 2024

•Revenue was $25.5 million, an increase of $11.3 million, or 80%, compared to $14.1 million for the same period of 2023. For the six months ended June 30, 2024, revenue includes $18.3 million which represents the impact of the Big Village Acquisition, which was completed in April 2023. This compares to $9.2 million for the same period in 2023. As a result, the acquisition contributed to revenue for three months of the prior period and for the full six months of the current period and is the main driver of the increase in revenue for the six months ended June 30, 2024.

Advertising technology revenue was approximately $6.2 million, digital publishing revenue was approximately $950,000, consumer insights revenue was approximately $13.4 million, creative services revenue was approximately $3.7 million, and media services revenue was approximately $1.2 million during the six months ended June 30, 2024.

•Cost of revenue was $18.9 million, an increase of $9.5 million, or 101%, compared to $9.4 million for the same period in 2023. For the six months ended June 30, 2024, cost of revenue includes $14.0 million, or 74%, which is the impact of the Big Village Acquisition, which was completed in April 2023. This compares to $6.7 million, or 72%, for the same period in 2023. As a result, the acquisition contributed to cost of revenue for three months of the prior period and for the full six months of the current period and is the main driver of the increase in cost of revenue for the six months ended June 30, 2024.

Cost of revenue is inclusive of publisher costs of $4.1 million for payments to media providers and website publishers, direct salary and labor cost of approximately $4.1 million for employees that work directly on customer
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projects, direct project costs of approximately $6.2 million for payments made to third-parties that are directly attributable to completion of projects to allow for revenue recognition, and $3.7 million for non-direct project cost.

•General and administrative expense was $10.6 million, a decrease of 9%, compared to $11.6 million in the same period of 2023.

•Gross margin was $6.6 million, an increase of 38%, compared to $4.7 million in the same period of 2023.

•Net loss was $10.0 million, an increase of 1%, compared to a $9.9 million net loss in the same period of 2023.

•Adjusted EBITDA loss was $2.0 million, compared to Adjusted EBITDA loss of $3.9 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 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’s subsidiaries brands include Big Village, Deep Focus, Wild Sky Media, and BrightStream. 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; future financial flexibility; our ability to achieve synergies in growth initiatives; our ability to launch innovative products; and our ability to successfully advance an AI-driven marketing services platform. 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.’s Annual Report on Form 10-K for the year ended December 31, 2023 and our other filings with the SEC. Bright Mountain does not undertake any duty to update any forward-looking statements except as may be required by law.


Contact / Investor Relations:
Douglas Baker
Email:corp@otcprgroup.com
Tel: (561) 807-6350
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 EndedSix Months Ended
June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Revenue$13,003 $12,616 $25,450 $14,114 
Cost of revenue9,581 8,408 18,892 9,378 
Gross margin3,422 4,208 6,558 4,736 
General and administrative expenses5,310 8,128 10,552 11,556 
Loss from operations
(1,888)(3,920)(3,994)(6,820)
Financing and other expense 
Other income53 103 397 381 
Interest expense - Centre Lane Senior Secured Credit Facility - related party(3,360)(2,244)(6,352)(3,407)
Interest expense - Convertible Promissory Notes - related party(2)(6)(4)(11)
Other interest expense(11)(4)(21)(10)
Total financing and other expense, net(3,320)(2,151)(5,980)(3,047)
Net loss before income tax(5,208)(6,071)(9,974)(9,867)
Income tax provision— — — — 
Net loss(5,208)(6,071)(9,974)(9,867)
Foreign currency translation38 119 72 133 
Comprehensive loss$(5,170)$(5,952)$(9,902)$(9,734)
Net loss per common share:
Basic and diluted$(0.03)$(0.04)$(0.06)$(0.06)
Weighted average shares outstanding
Basic and diluted171,095,661 166,779,390 171,155,364 158,291,304 
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BRIGHT MOUNTAIN MEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
June 30,
2024		December 31,
2023*
ASSETS(unaudited)
Current Assets
Cash and cash equivalents$2,653 $4,001 
Accounts receivable, net12,075 14,679 
Prepaid expenses and other assets1,231 1,057 
Total Current Assets15,959 19,737 
Property and equipment, net138 199 
Intangible assets, net14,344 15,234 
Goodwill7,785 7,785 
Operating lease right-of-use asset 578 306 
Other assets, non-current158 156 
Total Assets$38,962 $43,417 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses$16,440 $17,497 
Other current liabilities2,512 3,025 
Interest payable – 10% Convertible Promissory Notes – related party43 39 
Interest payable – Centre Lane Senior Secured Credit Facility – related party139 — 
Deferred revenue5,809 4,569 
Note payable – 10% Convertible Promissory Notes, net of discount – related party80 80 
Note payable – Centre Lane Senior Secured Credit Facility – related party (current portion)4,216 5,592 
Total Current Liabilities29,239 30,802 
Other liabilities, non-current
234 325 
Note payable – Centre Lane Senior Secured Credit Facility, net of discount – related party65,245 58,674 
Finance lease liability, non-current31 42 
Operating lease liability, non-current628 239 
Total liabilities95,377 90,082 
Shareholders’ deficit
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, no shares issued or outstanding at June 30, 2024 and December 31, 2023
— — 
Common stock, par value $0.01, 324,000,000 shares authorized, 172,445,836 and 172,103,134 issued and 171,095,661 and 171,277,959 outstanding at June 30, 2024 and December 31, 2023, respectively
1,725 1,721 
Treasury stock, at cost; 1,350,175 and 825,175 shares at June 30, 2024 and December 31, 2023, respectively
(220)(220)
Additional paid-in capital101,553 101,405 
Accumulated deficit(159,807)(149,833)
Accumulated other comprehensive income334 262 
Total shareholders’ deficit(56,415)(46,665)
Total liabilities and shareholders’ deficit$38,962 $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 EndedSix Months Ended
($ in thousands)June 30, 2024June 30, 2023June 30, 2024June 30, 2023
Net loss before tax plus:$(5,208)$(6,071)$(9,974)$(9,867)
Depreciation expense35 39 75 46 
Amortization of intangibles481 728 962 1,114 
Amortization of debt discount936 540 1,552 844 
Other interest expense11 8 21 10 
Interest expense – Centre Lane Senior Secured Credit Facility and Convertible Promissory Notes – related party2,426 1,709 4,804 2,573 
EBITDA (1,319)(3,047)(2,560)(5,280)
Stock compensation expense70 33 13558 
Nonrecurring professional fees— 685 — 685 
Nonrecurring legal fees254 359 309 359 
Non-restructuring severance expense75 114 93 236 
Adjusted EBITDA $(920)$(1,856)$(2,023)$(3,942)
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v3.24.2.u1
Cover
Aug. 13, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 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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