8-K
Bright Mountain Media, Inc. (BMTM)
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<br> of Report (Date of earliest event reported): | September<br> 15, 2022 |
|---|
BrightMountain Media, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 000-54887 | 27-2977890 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 6400<br> Congress Avenue, Suite 2050, Boca Raton, Florida | 33487 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: 561-998-2440
notapplicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b)<br> of the Act: | |
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| --- | --- | --- |
| None | N/A | N/A |
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 7.01. Regulation FD Disclosure
On September 15, 2022 Bright Mountain Media, Inc. (the “Company”) delivered a letter to its investors and stockholders concerning its financial results for the quarter ended June 30, 2022 and other corporate information. A copy of the letter is attached hereto as Exhibit 99.1.
The information in this Report (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a 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 for 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
| 99.1 | Letter dated September 15, 2022. |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
| --- |
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.
| Date: September 19, 2022 | Bright Mountain<br> Media, Inc. | |
|---|---|---|
| By: | /s/ Matt Drinkwater | |
| Matt Drinkwater, Chief<br> Executive Officer |
| 3 |
| --- |
Exhibit99.1
BrightMountain Media Announces Fiscal 2022 Second Quarter Financial Results
| ● | Company reinstated onto OTCQB Venture Market |
|---|---|
| ● | Second quarter three months revenue grew 135% year over year |
| ● | Six months revenue year over year up 89% |
BocaRaton, FL, September 15, 2022 — Bright Mountain Media, Inc. (OTCQB: BMTM), an end-to-end digital media and advertising services platform**,** today announced unaudited financial results for the second quarter and six months ended June 30, 2022.
Key Financial Highlights:
Financial Results for the Three Months Ended June 30, 2022
| ● | Net<br> revenues for three months ended June 30, 2022, were $5.7 million, an increase of 135%,<br> as compared to $2.4 million in the same period of 2021. |
|---|---|
| ● | Gross<br> profit was $2.8 million, an increase of 195%, as compared to $957 thousand in the same period<br> of 2021. |
| ● | Net<br> loss was ($1.2 million), compared to ($4.5 million) loss in the same period of 2021. |
Financial Results for the Six Months Ended June 30, 2022
| ● | Net<br> revenues for the six months ended June 30, 2022, were $9.2 million, an increase of<br> 89%, as compared to $4.8 million in the same period 2021. |
|---|---|
| ● | Gross<br> profit was $4.5 million, an increase of 130%, as compared to $1.9 million in the same period<br> of 2021. |
| ● | Net<br> loss was ($3.3 million), compared to ($6.1 million) loss in the same period of 2021. |
Key Operational Highlights:
| ● | Gross<br> margins improved 25% for the 2^nd^ Quarter 2022, compared to the comparable<br> prior period; or from 39.3% to 49.3%. |
|---|---|
| ● | Gross<br> margins improved 21% for the six months ended June 30, 2022, compared to the prior<br> period; or from 41.2% to 50.0%. |
| ● | On<br> an Adjusted EBITDA basis for the 2^nd^ Quarter 2022, the Company earned $0.3M and<br> for the six months ended June 30, 2022, the Company is essentially break-even. |
Shares of Bright Mountain Media, Inc. (BMTM) common stock were reinstated for trading on the OTCQB^®^ Venture Market after an OTC Markets compliance review. To qualify for this market, companies must meet high financial standards, follow best practice corporate governance, demonstrate compliance with U.S. securities laws and be current in their disclosure. The Company believes that the move to the OTCQB will provide enhanced investor benefits including higher reporting standards, greater access to analyst coverage and news services, and more comprehensive compliance requirements. The OTCQB dramatically increases transparency, reporting standards, management certification and compliance requirements. The majority of broker dealers trade stocks on the OTCQB. Historically this has resulted in greater liquidity and awareness for companies that reach the OTCQB tier. Investors can find current financial disclosure and Real-Time Level 2 quotes for the Company on www.otcmarkets.com.
Matt Drinkwater, Chief Executive Officer of Bright Mountain Media, stated, “I am enthusiastic about the progress we have made as a company. We embarked on an aggressive plan for 2022 to reduce our costs while organically increasing both our audience and our revenue and we’ve achieved both of those objectives in a short time period. Our investment into Mom Index, our first party data product, is moving forward according to plan, both informing our editorial decisions and attracting advertisers. There is strong interest on the part of brands and agencies to connect with our powerful audience of Moms and household decision makers, evidenced by the organic revenue growth.”
“Looking ahead, we continue to seek potential acquisition candidates that fit our highly selective requirements, all of which are accretive, reasonably valued and complementary to our core business. With a robust pipeline of product launches, the onboarding of multiple strategic partners, and the organic growth we are already experiencing, we believe we are well positioned to drive our business forward for the remainder of 2022 and beyond,” concluded Mr. Drinkwater.
AboutBright Mountain Media
Bright Mountain Media, Inc. (OTCQB: BMTM) is an end-to-end digital media and advertising services platform, efficiently connecting brands with targeted consumer demographics through the removal of middlemen in the advertising services process. The Company’s publishing division, led by Wild Sky Media, offers significant global reach through engaging content and multicultural audiences, telling unique stories of our most diverse generation. The Company’s robust portfolio of websites includes Mom.com, CafeMom, LittleThings, MamásLatinas and many more. For more information, please visit www.brightmountainmedia.com.
Forward-LookingStatements 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 fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on June 13, 2022 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:
Barwicki Investor Relations, Inc.
516-662-9461
Andrew J. Barwicki
BRIGHTMOUNTAIN MEDIA, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(unaudited)
| Three Months Ended | **** | Six Months Ended | **** | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2022 | **** | June 30, 2021 | **** | June 30, 2022 | **** | June 30, 2021 | **** | |||||
| Revenues | ||||||||||||
| Advertising | $ | 5,716,779 | $ | 2,433,415 | $ | 9,175,943 | $ | 4,833,135 | ||||
| Cost<br> of revenue | ||||||||||||
| Advertising | 2,899,290 | 1,476,108 | 4,589,905 | 2,842,951 | ||||||||
| Gross<br> profit | 2,817,489 | 957,307 | 4,586,038 | 1,990,184 | ||||||||
| Selling,<br> general and administrative expenses | 3,443,199 | 4,749,835 | 7,330,558 | 9,024,269 | ||||||||
| Loss<br> from operations | (625,710 | ) | (3,792,528 | ) | (2,744,520 | ) | (7,034,085 | ) | ||||
| Other<br> income (expense) | ||||||||||||
| Gain<br> on forgiveness of PPP loan | 295,600 | - | 1,137,140 | 1,706,735 | ||||||||
| Other<br> income (expense) | 39,059 | (82,357 | ) | 38,902 | 39,473 | |||||||
| Interest<br> expense | (722 | ) | (75,211 | ) | (735 | ) | (336,206 | ) | ||||
| Interest<br> expense - related party | (895,745 | ) | (539,215 | ) | (1,735,162 | ) | (574,503 | ) | ||||
| Total<br> other income (expense) | (561,808 | ) | (696,783 | ) | (559,855 | ) | 835,499 | |||||
| Net<br> loss before tax | (1,187,518 | ) | (4,489,311 | ) | (3,304,375 | ) | (6,198,586 | ) | ||||
| Income<br> tax expense | – | – | – | – | ||||||||
| Net<br> loss | (1,187,518 | ) | (4,489,311 | ) | (3,304,375 | ) | (6,198,586 | ) | ||||
| Preferred<br> stock dividends | ||||||||||||
| Series<br> A, Series E, and Series F preferred stock | (1,247 | ) | (89,958 | ) | (2,480 | ) | (178,936 | ) | ||||
| Net<br> loss attributable to common shareholders | $ | (1,188,765 | ) | $ | (4,579,269 | ) | $ | (3,306,855 | ) | $ | (6,377,522 | ) |
| Other<br> comprehensive income (loss) | $ | 16,709 | $ | (82,324 | ) | $ | 16,790 | $ | (113,613 | ) | ||
| Comprehensive<br> loss | $ | (1,172,056 | ) | $ | (4,661,593 | ) | $ | (3,290,065 | ) | $ | (6,491,135 | ) |
| Basic<br> and diluted net loss per share | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.02 | ) | $ | (0.05 | ) |
| Weighted<br> average shares outstanding - basic and diluted | 149,159,461 | 120,353,074 | 149,130,579 | 119,652,844 |
Non-GAAPfinancial measure
We report adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). This measure is one of the primary metrics by which we evaluate the performance of our business, on which our internal budgets are based. We believe that investors have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results. We endeavor to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and description of the reconciling items, including quantifying such items to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure.
Our adjusted EBITDA is defined as operating income/loss excluding:
| ● | non-cash<br> stock option compensation expense; |
|---|---|
| ● | depreciation; |
| ● | non-restructuring<br> severance expenses |
| ● | Non-recurring<br> professional fees; |
| ● | acquisition-related<br> items consisting of amortization expense and impairment expense; |
| ● | interest;<br> and |
| ● | amortization<br> on debt discount. |
We believe this measure is useful for analysts and investors as this measure allows a more meaningful year-to-year comparison of our performance. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole. The above items are excluded from adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, adjusted EBITDA corresponds more closely to the cash operating income/loss generated from our business. Adjusted EBITDA has certain limitations in that it does not take into account the impact to our statement of operations and comprehensive loss of certain expenses.
The following is an unaudited reconciliation of net loss to adjusted net loss and Adjusted EBITDA for the periods presented:
| For the Three Months Ended June 30, | **** | For the Six Months Ended June 30, | **** | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | **** | 2021 | **** | 2022 | **** | 2021 | **** | |||||
| Net<br> loss before tax | $ | (1,187,518 | ) | $ | (4,489,311 | ) | $ | (3,304,375 | ) | $ | (6,198,586 | ) |
| plus: | ||||||||||||
| Stock<br> compensation expense | 30,115 | 128,342 | 175,780 | 298,390 | ||||||||
| Depreciation<br> expense | 8,468 | 16,487 | 11,853 | 34,534 | ||||||||
| Amortization<br> expense | 389,741 | 396,267 | 786,007 | 792,533 | ||||||||
| Nonrecurring<br> professional fees | 164,465 | 115,409 | 307,749 | 160,409 | ||||||||
| Amortization<br> on debt discount | 333,177 | 141,992 | 613,155 | 145,444 | ||||||||
| Bad<br> debt (recovery) | (49,076 | ) | (147,166 | ) | 222,279 | (141,070 | ) | |||||
| Non-restructuring<br> severance expense | 29,313 | - | 29,313 | - | ||||||||
| Interest<br> expense, net | 722 | 75,211 | 735 | 336,206 | ||||||||
| Interest<br> expense – related party | 562,568 | 393,772 | 1,122,007 | 429,060 | ||||||||
| Adjusted<br> EBITDA | $ | 281,975 | $ | (3,368,997 | ) | $ | (35,497 | ) | $ | (4,143,080 | ) |
For the three and six months ended June 30, 2022 and 2021, to disclose an adjusted EBITDA that accurately represents actual operations, we have excluded the PPP loan forgiveness from the calculation.