bmm-20240401
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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) April 1, 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 April 1, 2024, Bright Mountain Media, Inc, Inc. (the "Company") issued a press release announcing its financial results for its fourth quarter and year ended December 31, 2023. 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.

April 1, 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 Fourth Quarter and Full-Year 2023 Financial Results

Successful full-year 2023 fuels revenue growth by 128%


Fourth quarter revenue increased 193% to $15.1 million compared to the fourth quarter of 2022.

Fourth quarter gross margin increased 71% to $4.1 million compared to the fourth quarter of 2022.

2023 revenue increased 128% to $44.5 million, compared to the full-year of 2022.

Gross margin increased 41% to $12.8 million, compared to the full-year of 2022.

Boca Raton, FL, April 1, 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 fourth quarter and year ended December 31, 2023 and 2022.


Bright Mountain Media CEO, Matt Drinkwater commented on the Company’s results saying, “2023 was a transformative year for Bright Mountain Media, both financially and strategically. The addition of Big Village Insights and Deep Focus Agency has accelerated and solidified our vision for being our customers’ central nervous system for marketing. With technology, data, and creativity at our core, we continue guiding our customers through a challenging and complex marketing landscape. Looking forward, we remain focused on profitable growth by developing products and launching go-to-market strategies that capitalize on the strengths of our four unique operating companies. We are well positioned to source new opportunities, both organically and through smart M&A, to meet our customers’ needs and to drive the next wave of growth for Bright Mountain Media.
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Financial Results for the Three Months Ended December 31, 2023

Revenue was $15.1 million, an increase of $10.0 million, or 193%, compared to $5.2 million for the same period of 2022, 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 has led to lower than normal rates and lower earnings.

Advertising technology revenue was approximately $3.3 million and digital publishing revenue was approximately $753,000. 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 $8.9 million, creative services revenue was approximately $1.7 million, and media services revenue was approximately $526,000 during the fourth quarter of 2023.

Cost of revenue was $11.1 million, an increase of $8.3 million, or 299%, compared to $2.8 million for the same period in 2022. 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 $2.2 million for employees that work directly on customer projects, and direct project costs of approximately $4.2 million for payments made to third-parties that are directly attributable to completion of projects to allow for revenue recognition, $2.4 million for non-direct project cost and legacy publisher cost of $2.2 million which increased by 17%.

General and administrative expense was $6.3 million, an increase of 75%, compared to $3.6 million in the same period of 2022.

Gross margin was $4.1 million, an increase of 71%, compared to $2.4 million in the same period of 2022.

Net loss was $5.9 million, an increase of 156%, compared to a $2.3 million net loss in the same period of 2022.
Adjusted EBITDA loss was $616,000 compared to Adjusted EBITDA loss of $694,000 in the same period of 2022. See the below section on Non-GAAP Financial Measure for a reconciliation of net loss to EBITDA and Adjusted EBITDA.

Financial Results for the Year Ended December 31, 2023

Revenue was $44.5 million, an increase of $25.0 million, or 128%, compared to $19.6 million for the same period of 2022, 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 has led to lower than normal rates and lower earnings. The new offerings we acquired as part of the Big Village Acquisition were consumer insights, creative services, and media services.
Advertising technology revenue was approximately $9.5 million, digital publishing revenue was approximately $4.1 million, consumer insights revenue was approximately $23.9 million, creative services revenue was approximately $5.1 million, and media services revenue was approximately $2.0 million during 2023.
Cost of revenue was $31.8 million, an increase of $21.3 million, or 203%, compared to $10.5 million for the same period in 2022. 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 $7.4 million for employees that work directly on customer projects, and direct project costs of approximately $10.2 million for payments made to third-parties that are directly attributable to completion of projects to allow for revenue recognition, $6.4 million for non-direct project cost and legacy publisher cost of $5.9 million which decreased by 2% .
General and administrative expense was $22.5 million, an increase of 59%, compared to $14.2 million in the same period of 2022.
The Company performed an assessment of its goodwill and intangible assets for the Ad Network, Owned & Operated, and Insights reporting units. The assessment indicated that the carrying value was in excess of its implied fair value for the Ad Network and Owned & Operated reporting units, resulting in an impairment charge of $14.1 million and $2.9 million for goodwill and intangibles, respectively. There was no such charge for the same period in 2022.
Gross margin was $12.8 million, an increase of 41%, compared to $9.1 million in the same period of 2022.
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Net loss was $35.6 million, an increase of 338%, compared to a $8.1 million net loss in the same period of 2022.
Adjusted EBITDA loss was $3.9 million compared to Adjusted EBITDA loss of $2.5 million in the same period of 2022. 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:[email protected]
Tel: (561) 807-6350
https://otcprgroup.com
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BRIGHT MOUNTAIN MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share data)

Three Months EndedYear Ended
December 31, 2023December 31, 2022December 31, 2023December 31, 2022
Revenue$15,143 $5,160 $44,546 $19,580 
Cost of revenue11,053 2,767 31,766 10,493 
Gross margin4,090 2,393 12,780 9,087 
General and administrative expenses6,252 3,574 22,522 14,155 
Impairment of goodwill and intangibles812 — 17,070 — 
Loss from operations
(2,974)(1,181)(26,812)(5,068)
Financing (expense) income 
Gain on forgiveness of PPP loan— — — 1,137 
Other income22 46437 69 
Interest expense - Centre Lane Senior Secured Credit Facility- related party(2,967)(1,178)(9,142)(4,227)
Interest expense - Convertible Promissory notes - related party(4)(6)(20)(22)
Other interest expense(8)(3)(27)(14)
Total financing (expense)(2,957)(1,141)(8,752)(3,057)
Net loss before income tax
(5,931)(2,322)(35,564)(8,125)
Income tax provision
— — — — 
Net loss
(5,931)(2,322)(35,564)(8,125)
Dividends
Preferred stock dividends— (1)— (5)
Net loss attributable to common stockholders$(5,931)$(2,323)$(35,564)$(8,130)
Foreign currency translation(45)51 145105
Comprehensive loss$(5,976)$(2,272)$(35,419)$(8,025)
Net loss per common share:
Basic and diluted$(0.03)$(0.02)$(0.22)$(0.05)
Weighted average shares outstanding
Basic and diluted171,301,201 149,317,722 164,845,671 149,191,057 
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BRIGHT MOUNTAIN MEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
December 31, 2023December 31, 2022
ASSETS
Current Assets
Cash and cash equivalents$4,001 $316 
Accounts receivable, net 14,679 3,585 
Prepaid expenses and other current assets1,057 600 
Total Current Assets19,737 4,501 
Property and equipment, net199 40 
Intangible assets, net15,234 4,510 
Goodwill
7,785 19,645 
Operating lease right-of-use asset306 367 
Other assets, non-current
156 137 
Total Assets$43,417 $29,200 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
  
Current Liabilities  
Accounts payable and accrued expenses$17,497 $10,317 
Other current liabilities
3,025 1,838 
Interest payable – 10% Convertible Promissory Notes – related party
39 31 
Deferred revenue4,569 737 
Note payable – 10% Convertible Promissory Notes, net of discount – related party
80 68 
Note payable – Centre Lane Senior Secured Credit Facility – related party (current portion)5,592 4,860 
Total Current Liabilities30,802 17,851 
Other liabilities, non-current325— 
Note payable – Centre Lane Senior Secured Credit Facility, net of discount – related party (non-current)
58,674 25,101 
Finance lease obligations, non-current
42 — 
Operating lease liabilities, non-current
239 319 
Total Liabilities90,082 43,271 
Stockholders’ Deficit
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, no shares issued or outstanding at December 31, 2023 and December 31, 2022
— — 
Common stock, par value $0.01, 324,000,000 shares authorized, 172,103,134 and 150,444,636 issued and 171,277,959 and 149,619,461 outstanding at December 31, 2023 and December 31, 2022, respectively
1,721 1,504 
Treasury stock, at cost; 825,175 shares at December 31, 2023 and December 31, 2022, respectively
(220)(220)
Additional paid-in-capital101,405 98,797 
Accumulated deficit(149,833)(114,269)
Accumulated other comprehensive income 262 117 
Total stockholders’ deficit(46,665)(14,071)
Total liabilities and stockholders’ deficit$43,417 $29,200 

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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 to EBITDA and Adjusted EBITDA is as follows:
Three Months EndedYear Ended
($ in thousands)December 31, 2023December 31, 2022December 31, 2023December 31, 2022
Net loss before tax plus:$(5,931)$(2,321)$(35,564)$(8,125)
Depreciation expense41 14 125 38 
Amortization of intangibles547 386 2,490 1,558 
Impairment of goodwill and intangibles
812 — 17,070 — 
Amortization of debt discount636 276 2,074 1,199 
Other interest expense27 14 
Interest expense – Centre Lane Senior Secured Credit Facility and Convertible Promissory Notes – related party2,334 908 7,088 3,050 
EBITDA (1,553)(734)(6,690)(2,266)
Stock compensation expense74 18 196 233 
Nonrecurring professional fees483 — 1,462 657 
Nonrecurring legal fees313 — 711 — 
Gain on forgiveness of PPP loan— — — (1,137)
Non-restructuring severance expense67 22 389 50 
Adjusted EBITDA $(616)$(694)$(3,932)$(2,463)
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