0001568385FALSE00015683852024-03-272024-03-27

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) 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. ☐


Item 2.02Results 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 9.01Financial 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.

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)


image.jpg

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.”
1

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.
2

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:corp@otcprgroup.com
Tel: (561) 807-6350
https://otcprgroup.com
3

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, 2024March 31, 2023
Revenue$12,448 $1,498 
Cost of revenue9,311 970 
Gross margin3,137 528 
General and administrative expenses5,244 3,428 
Loss from operations
(2,107)(2,900)
Financing and other (expense) income
Other income345 278 
Interest expense - Centre Lane Senior Secured Credit Facility - related party(2,991)(1,163)
Interest expense - Convertible Promissory notes - related party(2)(5)
Other interest expense(11)(6)
Total financing and other (expense), net(2,659)(896)
Net loss before income tax(4,766)(3,796)
Income tax provision— — 
Net loss(4,766)(3,796)
Foreign currency translation34 14 
Comprehensive loss$(4,732)$(3,782)
Net loss per common share:
Basic and diluted$(0.03)$(0.03)
Weighted average shares outstanding
Basic and diluted171,231,775 149,708,905 
4

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, net12,474 14,679 
Prepaid expenses and other current assets1,178 1,057 
Total Current Assets18,573 19,737 
Property and equipment, net161 199 
Intangible assets, net14,753 15,234 
Goodwill7,785 7,785 
Operating lease right-of-use asset290 306 
Other assets, non-current158 156 
Total Assets$41,720 $43,417 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses$15,807 $17,497 
Other current liabilities3,026 3,025 
Interest payable – 10% Convertible Promissory Notes – related party41 39 
Interest payable – Centre Lane Senior Secured Credit Facility – related party138 — 
Deferred revenue6,268 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)6,471 5,592 
Total Current Liabilities31,831 30,802 
Other liabilities, non-current
286 325 
Note payable – Centre Lane Senior Secured Credit Facility, net of discount – related party60,648 58,674 
Finance lease liability, non-current37 42 
Operating lease liability, non-current234 239 
Total liabilities93,036 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, respectively1,724 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 capital101,483 101,405 
Accumulated deficit(154,599)(149,833)
Accumulated other comprehensive income296 262 
Total shareholders’ deficit(51,316)(46,665)
Total liabilities and shareholders’ deficit$41,720 $43,417 

5

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, 2024March 31, 2023
Net loss before tax plus:$(4,766)$(3,796)
Depreciation expense40 7 
Amortization of intangibles481 386 
Amortization of debt discount615 305 
Other interest expense11 6 
Interest expense – Centre Lane Senior Secured Credit Facility and Convertible Promissory Notes – related party2,378 864 
EBITDA (1,241)(2,228)
Stock compensation expense65 25 
Non-restructuring severance expense8 122 
Adjusted EBITDA $(1,168)$(2,081)
6
v3.24.1.1.u2
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
Bright Mountain Media (QB) (USOTC:BMTM)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Bright Mountain Media (QB) Charts.
Bright Mountain Media (QB) (USOTC:BMTM)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Bright Mountain Media (QB) Charts.