8-K
Bright Mountain Media, Inc. (BMTM)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,DC 20549
FORM8-K
CURRENT REPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 2020
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’stelephone 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) 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 [X]
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 2.02. Results of Operations and Financial Condition
Item 7.01. Regulation FD Disclosure
On November 25, 2020, Bright Mountain Media, Inc. (the “Company”) issued a press release announcing its financial results for the nine months ended September 30, 2020. A copy of the press release is attached hereto as Exhibit 99.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated November 25, 2020
| 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:<br> November 25, 2020 | Bright<br> Mountain Media, Inc. | |
|---|---|---|
| By: | /s/ Edward Cabanas | |
| Edward<br> Cabanas, Chief Financial Officer |
| 3 |
| --- |
Exhibit 99.1
BrightMountain Media Reports Record Third Quarter 2020 Financial Results
CompanyContinues to Successfully Execute on Rollup Strategy
BocaRaton, FL – November 25, 2020 — Bright Mountain Media, Inc. (OTCQB: BMTM), an end-to-end digital media and advertising services platform, has provided its financial results for the third quarter ended September 30, 2020.
ManagementCommentary
“The third quarter of 2020 was highlighted by our continued revenue growth - a testament to the successful execution of our rollup strategy - with the goal of creating an industry leading digital media and advertising services platform,” said Kip Speyer, Chairman and Chief Executive Officer of Bright Mountain Media. “We continue to integrate Wild Sky Media post-acquisition and have been satisfied with the immense contributions their team has made to the broader organization thus far, expanding our reach into exciting new demographics through a diverse website portfolio.
“We are also exploring further potential acquisitions in what is shaping up to be a buyers market. Bright Mountain maintains a robust pipeline of potential acquisition candidates, though we will remain highly selective to ensure any target is accretive, reasonably valued and complementary to our core business.
“2020 has been a year of growth for Bright Mountain Media and I look forward to what 2021 holds. With a robust acquisition pipeline, a growing core business and a potential uplisting on the horizon – we are well positioned to create sustainable value for our shareholders over the long-term,” concluded Speyer.
ThirdQuarter 2020 Financial Summary
| ● | Total<br> revenue for the third quarter of 2020 grew 132% to $4.9 million, compared to revenue of $2.1 million in the same year-ago<br> quarter. The increase in revenue was largely due to the acquisition of Wild Sky Media, in spite of the negative influence<br> of COVID-19 on the digital advertising market. |
|---|---|
| ● | Selling,<br> general and administrative expenses for the third quarter of 2020 were $5.5 million, compared to $2.7 million in the same<br> year-ago quarter. The increase in selling, general and administrative expenses was due to the acquisitions of MediaHouse and<br> Wild Sky which are not reflected in the prior period expenses |
| --- | --- |
| ● | Net<br> loss for the third quarter of 2020 was $56.6 million, compared to a net loss of $2.0 million in the same year-ago quarter.<br> The increase in net loss was primarily non-cash, related to the impairment of goodwill from previous acquisitions. |
| ● | Cash,<br> cash equivalents and short-term deposits increased to $1.1 million as of September 30, 2020, compared with $1.0 million as<br> of December 31, 2019. |
| ● | Cash<br> used in operations for the second quarter of 2020 was $2.1 million, compared with cash used in operations of $0.4 million<br> in the same year-ago quarter. |
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, Bright Mountain Media efficiently connects brands with targeted consumer demographics while maximizing revenue to publishers. Bright Mountain Media’s assets include Bright Mountain, LLC, MediaHouse (f/k/a NDN), Oceanside (f/k/a S&W Media), and Wild Sky Media including 24 owned and/or managed websites and 15 CTV apps. 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, 2019 as filed with the Securities and Exchange Commission on May 14, 2020 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.
InvestorContact:
Greg Falesnik or Luke Zimmerman
MZ Group - MZ North America
949-259-4987
BMTM@mzgroup.us
www.mzgroup.us
BRIGHTMOUNTAIN MEDIA, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED BALANCE SHEETS
| December 31, 2019 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current Assets | |||||
| Cash and cash equivalents | 1,050,370 | $ | 957,013 | ||
| Accounts receivable, net | 5,409,605 | 3,997,475 | |||
| Note receivable, net | 13,646 | 63,812 | |||
| Prepaid expenses and other current assets | 702,054 | 752,975 | |||
| Current assets - discontinued operations | - | 1,705 | |||
| Total Current Assets | 7,175,675 | 5,772,980 | |||
| Property and equipment, net | 119,912 | 30,666 | |||
| Website acquisition assets, net | 12,789 | 48,928 | |||
| Intangible assets, net | 12,052,337 | 19,610,801 | |||
| Goodwill | 22,150,047 | 53,646,856 | |||
| Prepaid services/consulting agreements - long term | 620,000 | 913,182 | |||
| Right of use asset | 243,549 | 397,912 | |||
| Other assets | 396,969 | 35,823 | |||
| Total Assets | 42,771,278 | $ | 80,457,148 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current Liabilities | |||||
| Accounts payable | 7,605,873 | $ | 8,358,442 | ||
| Accrued expenses | 1,933,476 | 3,228,328 | |||
| Accrued interest to related party | 12,720 | 6,629 | |||
| Premium finance loan payable | 16,671 | 179,844 | |||
| Deferred revenues | 65,512 | 6,651 | |||
| Long term debt, current portion | 1,135,000 | 165,163 | |||
| Operating lease liability, current portion | 221,763 | 211,744 | |||
| Current liabilities - discontinued operations | - | 591 | |||
| Total Current Liabilities | 10,991,015 | 12,157,392 | |||
| Long term debt to related parties, net | 36,199 | 25,689 | |||
| Long term debt | 18,588,440 | - | |||
| Deferred tax liability | 283,213 | 581,440 | |||
| Operating lease liability, net of current portion | 21,915 | 198,232 | |||
| Total Liabilities | 29,920,782 | 12,962,753 | |||
| Commitments and Contingencies | |||||
| Shareholders’ Equity | |||||
| Convertible preferred stock, par value 0.01, 20,000,000 shares authorized, | |||||
| Series A-1, 2,000,000 shares designated, 1,200,000 and 1,200,000 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 12,000 | 12,000 | |||
| Series B-1, 6,000,000 shares designated, 0 and 0 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | - | - | |||
| Series E, 2,500,000 shares designated, issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 25,000 | 25,000 | |||
| Series F, 4,344,017 shares designated, issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 43,440 | 43,440 | |||
| Common stock, par value 0.01, 324,000,000 shares authorized, 114,564,060 and 100,244,312 issued and 114,013,943 and 78,063,531 outstanding at September 30, 2020 and December 31, 2019, respectively | 1,145,642 | 1,002,444 | |||
| Additional paid-in capital | 96,360,804 | 86,856,500 | |||
| Accumulated deficit | (83,581,144 | ) | (20,444,989 | ) | |
| Treasury Stock at cost 550,117 shares at September 30, 2020 | (1,155,246 | ) | - | ||
| Total shareholders’ equity | 12,850,496 | 67,494,395 | |||
| Total Liabilities and Shareholders’ Equity | 42,771,278 | $ | 80,457,148 |
All values are in US Dollars.
BRIGHTMOUNTAIN MEDIA, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
| For the Three Months Ended | For the Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2020 | September 30, 2019 | September 30, 2020 | September 30, 2019 | |||||||||
| Revenues | ||||||||||||
| Advertising | $ | 4,894,486 | $ | 2,113,276 | $ | 9,438,612 | $ | 3,915,326 | ||||
| Cost of revenue | ||||||||||||
| Advertising | 2,085,060 | 1,432,922 | 5,005,646 | 2,874,076 | ||||||||
| Gross profit | 2,809,426 | 680,354 | 4,432,966 | 1,041,250 | ||||||||
| Selling, general and administrative expenses | 5,493,343 | 2,734,203 | 13,860,462 | 4,452,490 | ||||||||
| Loss from operations | (2,683,917 | ) | (2,053,849 | ) | (9,427,496 | ) | (3,411,240 | ) | ||||
| Other income (expense) | ||||||||||||
| Interest (expense) income, net | (251,779 | ) | 16,234 | (323,047 | ) | 37,281 | ||||||
| Gain on settlement | 935,408 | - | 935,408 | 122,500 | ||||||||
| Impairment of assets | (53,996,544 | ) | - | (53,996,544 | ) | - | ||||||
| Settlement of contingent consideration | (750,000 | ) | - | (750,000 | ) | - | ||||||
| Other income (expense) | - | (6,993 | ) | (215 | ) | (7,902 | ) | |||||
| Interest expense - related party | (2,045 | ) | (5,574 | ) | (6,091 | ) | (17,289 | ) | ||||
| Total other (expense) income | (54,064,960 | ) | 3,667 | (54,140,489 | ) | 134,590 | ||||||
| Net loss from continuing operations | (56,748,877 | ) | (2,050,182 | ) | (63,567,985 | ) | (3,276,650 | ) | ||||
| Income (loss) from discontinued operations | - | 13,649 | - | (174,021 | ) | |||||||
| Net loss before tax | (56,748,877 | ) | (2,036,533 | ) | (63,567,985 | ) | (3,450,671 | ) | ||||
| Income tax benefit | 177,089 | - | 431,830 | - | ||||||||
| Net Loss | (56,571,788 | ) | (2,036,533 | ) | (63,136,155 | ) | (3,450,671 | ) | ||||
| Preferred stock dividends | ||||||||||||
| Series A, Series E, and Series F preferred stock | (180,122 | ) | (52,682 | ) | (447,369 | ) | (201,484 | ) | ||||
| Net loss attributable to common shareholders | $ | (56,751,910 | ) | $ | (2,089,215 | ) | $ | (63,583,524 | ) | $ | (3,652,155 | ) |
| Basic and diluted net loss for continuing operations per share | $ | (0.51 | ) | $ | (0.03 | ) | $ | (0.59 | ) | $ | (0.05 | ) |
| Basic and diluted net income (loss) for discontinued operations per share | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | (0.00 | ) | |||
| Basic and diluted net loss per share | $ | (0.51 | ) | $ | (0.03 | ) | $ | (0.59 | ) | $ | (0.05 | ) |
| Weighted average shares outstanding - basic and diluted | 110,995,809 | 64,267,465 | 108,099,730 | 66,485,230 |
BRIGHTMOUNTAIN MEDIA, INC. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
September30, 2020
(Unaudited)
| For the Nine Months Ended<br><br> <br>September 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (63,136,155 | ) | $ | (3,450,671 | ) |
| Add back: loss attributable to discontinued operations | - | 174,021 | ||||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||
| Depreciation | 29,616 | 5,613 | ||||
| Amortization of debt discount | 10,510 | 10,472 | ||||
| Amortization | 3,289,330 | 120,668 | ||||
| Impairment of tradename | - | 20,800 | ||||
| Impairment of goodwill | 42,444,971 | - | ||||
| Impairment of intangibles | 11,551,573 | - | ||||
| Gain on settlement | (935,408 | ) | (122,500 | ) | ||
| Stock option compensation expense | 129,105 | 29,074 | ||||
| Stock issued for services rendered | 92,218 | 32,250 | ||||
| Non-cash finance fee | 275,000 | - | ||||
| Non-cash settlement of contingent consideration | 750,000 | - | ||||
| Change in deferred taxes | (431,830 | ) | - | |||
| Provision for bad debt | 287,068 | 29,338 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 1,193,666 | (808,812 | ) | |||
| Prepaid expenses and other current assets | 536,920 | 482,979 | ||||
| Prepaid services/consulting agreements | 293,182 | - | ||||
| Other assets | 263,836 | (17,369 | ) | |||
| Right of use asset and lease liability | (11,935 | ) | - | |||
| Accounts payable | (1,674,722 | ) | 1,078,205 | |||
| Accrued expenses | 53,950 | 1,070,498 | ||||
| Accrued interest – related party | 6,091 | 3,213 | ||||
| Deferred revenues | 25,528 | (4,163 | ) | |||
| Net cash (used in) continuing operations for operating activities | (4,957,486 | ) | (1,346,384 | ) | ||
| Net cash (used in) discontinued operations | - | (155,739 | ) | |||
| Net cash (used in) operating activities | (4,957,486 | ) | (1,502,123 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment | (4,055 | ) | (8,746 | ) | ||
| Cash received in acquisition | - | 603,744 | ||||
| Principal collected on notes receivable | - | 77,500 | ||||
| Notes receivable funded | - | (1,156,887 | ) | |||
| Cash acquired from Wild Sky | 1,357,669 | - | ||||
| Cash paid for website acquisition | - | (8,000 | ) | |||
| Net cash provided by (used in) investing activities | 1,353,614 | (492,389 | ) | |||
| Cash flows from financing activities: | ||||||
| Proceeds from issuance of common stock, net | 3,586,148 | 1,651,410 | ||||
| Payments of premium finance loan payable | (163,173 | ) | (89,154 | ) | ||
| Dividend payments | (235,129 | ) | (201,847 | ) | ||
| Principal payments received for notes receivable | 44,583 | - | ||||
| Proceeds from issuance of preferred stock | - | 250,000 | ||||
| Principal payment on notes payable | 464,800 | (64,681 | ) | |||
| Net cash provided by financing activities | 3,697,229 | 1,545,728 | ||||
| Impact on foreign exchange rates on cash | - | 9,818 | ||||
| Net increase (decrease) in cash and cash equivalents including cash and cash equivalents classified within assets related to continuing operations | 93,357 | (438,966 | ) | |||
| Net (decrease) in cash related to discontinued operations | - | (15,971 | ) | |||
| Net increase (decrease) in cash and cash equivalents | 93,357 | (454,937 | ) | |||
| Cash and cash equivalents at the beginning of period | 957,013 | 1,042,457 | ||||
| Cash and cash equivalents at end of period | $ | 1,050,370 | $ | 587,520 |