What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-12 compared with 2024-08-14 · 385 added, 443 removed, 534 unchanged (61% of the section changed)

1 unchanged sentence

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

CONSOLIDATE D BALANCE SHEETS

(in thousands, except share and per share figures)

September 30, 2024

December 31, 2023*

2 unchanged sentences

Accounts receivable, net

Prepaid expenses and other assets 1,231 1,057

Prepaid expenses and other current assets

Total current assets

1 unchanged sentence

Intangible assets, net

Goodwill 7,785 7,785

Operating lease right-of-use asset 578 306

Other assets, non-current 158 156

Total Assets $ 38,962 $ 43,417

Operating lease right-of-use assets

Other long-term assets

Liabilities and Shareholders' Deficit

6 unchanged sentences

Note payable - 10 % convertible promissory notes, net of discount - related party

Note payable – Centre Lane Senior Secured Credit Facility – related party (current portion) 4,216 5,592

Note payable - Centre Lane senior secured credit facility - related party (current)

Total current liabilities

Other liabilities, non-current

Note payable – Centre Lane Senior Secured Credit Facility, net of discount – related party 65,245 58,674

Finance lease liability, non-current 31 42

Operating lease liability, non-current 628 239

Other long-term liabilities

Note payable - Centre Lane senior secured credit facility - related party (long-term)

Finance lease liabilities

Operating lease liabilities

Total liabilities

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

Treasury stock, at cost;

1,350,175 and 825,175 shares at June 30, 2024 and December 31, 2023, respectively

( 220 ) ( 220 )

Convertible preferred stock, par value $ 0.01 , 20,000,000 shares authorized, no shares issued or outstanding at September 30, 2024 and December 31, 2023, respectively

Common stock, par value $ 0.01 , 324,000,000 shares authorized, 172,462,836 and 172,103,134 issued, and 171,112,661 and 171,277,959 outstanding at September 30, 2024 and December 31, 2023, respectively

Treasury stock at cost, 1,350,175 and 825,175 shares at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

6 unchanged sentences

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPE RATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share figures)

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Revenue $ 13,003 $ 12,616 $ 25,450 $ 14,114

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Cost of revenue

Gross margin 3,422 4,208 6,558 4,736

General and administrative expenses

Impairment of goodwill and intangibles

Loss from operations

Financing and other expense:

Other income 53 103 397 381

Interest expense - Centre Lane senior secured credit facility - related party

4 unchanged sentences

Income tax provision

Net loss ( 5,208 ) ( 6,071 ) ( 9,974 ) ( 9,867 )

Foreign currency translation

1 unchanged sentence

Net loss per common share:

Basic and diluted $ ( 0.03 ) $ ( 0.04 ) $ ( 0.06 ) $ ( 0.06 )

Weighted average shares outstanding:

Basic and diluted 171,095,661 166,779,390 171,155,364 158,291,304

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2024 and 2023

(in thousands, except share figures)

Common Stock Treasury Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Treasury Stock

Additional Paid-in

Accumulated Other Comprehensive

Shareholders'

Shares Amount Shares Amount

Balance, December 31, 2023* 172,103,134 $ 1,721 ( 825,175 ) $ ( 220 ) $ 101,405 $ ( 149,833 ) $ 262 $ ( 46,665 )

Net loss — — — — — ( 4,766 ) — ( 4,766 )

Balance at December 31, 2023*

Common stock issued for services rendered

Stock based compensation — — — — 65 — — 65

Treasury stock

Stock-based compensation

Foreign currency translation, net

Balance, March 31, 2024 172,382,586 $ 1,724 ( 1,350,175 ) $ ( 220 ) $ 101,483 $ ( 154,599 ) $ 296 $ ( 51,316 )

Net loss — — — — — ( 5,208 ) — ( 5,208 )

Balance at March 31, 2024

Common stock issued for options exercised

1 unchanged sentence

Foreign currency translation, net

Balance, June 30, 2024 172,445,836 $ 1,725 ( 1,350,175 ) $ ( 220 ) $ 101,553 $ ( 159,807 ) $ 334 $ ( 56,415 )

Common Stock Treasury Stock Additional

Capital Accumulated

Deficit Accumulated

Comprehensive

Balance at June 30, 2024

Common stock issued for options exercised

Stock-based compensation

Foreign currency translation, net

Balance at September 30, 2024

Treasury Stock

Additional Paid-in

Accumulated Other Comprehensive

Shareholders'

Shares Amount Shares Amount

Balance, December 31, 2022* 150,444,636 $ 1,504 ( 825,175 ) $ ( 220 ) $ 98,797 $ ( 114,269 ) $ 117 $ ( 14,071 )

Net loss — — — — — ( 3,796 ) $ — ( 3,796 )

Balance at December 31, 2022*

Common stock issued for services rendered

1 unchanged sentence

Foreign currency translation, net

Balance, March 31, 2023 150,634,636 $ 1,506 ( 825,175 ) $ ( 220 ) $ 98,851 $ ( 118,065 ) $ 131 $ ( 17,797 )

Net loss — — — — — ( 6,071 ) — ( 6,071 )

Balance at March 31, 2023

Common stock issued to Centre Lane Partners

3 unchanged sentences

Foreign currency translation, net

Balance, June 30, 2023 172,106,629 $ 1,721 ( 825,175 ) $ ( 220 ) $ 101,266 $ ( 124,136 ) $ 250 $ ( 21,119 )

Balance at June 30, 2023

Common stock issued for options exercised

Stock-based compensation

Foreign currency translation, net

Balance at September 30, 2023

*Derived from audited consolidated financial statements.

4 unchanged sentences

(in thousands)

For the Six Months Ended June 30,

September 30, 2024

September 30, 2023

Cash flows from operating activities:

Net loss $ ( 9,974 ) $ ( 9,867 )

Adjustments to reconcile net loss to net cash provided by (used in) operations:

Adjustments to reconcile net loss to net cash used in operations:

Depreciation expense

Interest paid-in kind on Centre Lane Credit Facility 4,522 2,407

Interest paid-in-kind on Centre Lane senior secured credit facility - related party

Amortization of operating lease right-of-use asset

Amortization of debt discount

Amortization of intangibles 962 1,114

Amortization of intangible assets

Impairment of goodwill and intangible assets

Stock-based compensation

Common stock issued for services rendered

Expected credit recoveries ( 14 ) ( 27 )

Provision for (recovery of) bad debt

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaid expenses and other assets

Operating lease liability ( 45 ) ( 24 )

Operating lease liabilities

Accounts payable and accrued expenses

10 unchanged sentences

Proceeds from stock option exercises

Principal payments on finance lease obligations ( 8 ) —

Principal payments on finance lease liabilities

Proceeds from Centre Lane senior secured credit facility - related party

Repayment of principal on Centre Lane senior secured credit facility - related party

Repayment of principal on 10 % convertible promissory notes - related party

Net cash (used in) provided by financing activities

2 unchanged sentences

Cash and cash equivalents at the beginning of period

Cash and cash equivalents at end of period $ 2,653 $ 3,350

Cash and cash equivalents at the end of period

Supplemental disclosure of cash flow information:

Cash paid for interest

Interest paid-in-kind on Centre Lane Credit Facility $ 4,522 $ 2,407

Non-cash investing and financing activities

Recognition of sub-lease right-of-use asset and operating lease liability $ 446 $ —

Interest paid-in-kind on Centre Lane senior secured credit facility - related party

Supplemental disclosure of non-cash investing and financing activities:

Issuance of common stock to Centre Lane for debt financing

Issuance of debt to finance acquisition of Big Village Entities

Issuance of common stock to Centre Lane Partners for debt issuance $ — $ 1,926

Extinguishment of Centre Lane credit facility

See accompanying notes to unaudited consolidated financial statements.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

NOTES TO CONSOLID ATED FINANCIAL STATEMENTS

September 30, 2024

NOTE 1 – DESCRIPTION OF BUSINESS AND DEVELOPMENTS

32 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

The Company generates revenue through:

7 unchanged sentences

All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements for the three and six months ended June 30, 2024, and 2023 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with rules and regulations of the U.S.

The accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2024, and 2023 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

5 unchanged sentences

Going Concern and Liquidity

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $ 159.8 million as of June 30, 2024.

Cash flows used in operating activities were $ 385,000 and $ 3.6 million for the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, the Company had approximately a $ 13.3 million working capital deficit, inclusive of $ 2.7 million in cash and cash equivalents.

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $ 163.1 million as of September 30, 2024.

Cash flows used in operating activities were $ 451,000 and $ 5.9 million for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, the Company had approximately a $ 13.0 million working capital deficit, inclusive of $ 2.5 million in cash and cash equivalents.

The Company’s ability to continue as a going concern is dependent upon its ability to meet its liquidity needs through a combination of factors.

8 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

Cash and Cash Equivalents

1 unchanged sentence

The Company maintains its cash with various commercial banks in the United States, and other foreign countries in which the Company operates.

As of June 30, 2024 and December 31, 2023, the Company exceeded the federally insured limit of $250,000 for interest and non-interest-bearing accounts.

The Company held a cash balance with a single financial institution in excess of the FDIC insured limit in the amount of $ 2.3 million as of June 30, 2024, and $ 3.7 million as of December 31, 2023.

As of June 30, 2024 and December 31, 2023, the Company exceeded the insurance limit of $ 27 ,000 for one of its international bank accounts by $ 66,000 and $ 31,000 , respectively.

As of September 30, 2024 and December 31, 2023 , the Company exceeded the federally insured limit of $ 250,000 for interest and non-interest-bearing accounts.

The Company held a cash balance with a single financial institution in excess of the FDIC insured limit in the amount of $ 2.1 million as of September 30, 2024, and $ 3.7 million as of December 31, 2023.

As of September 30, 2024 and December 31, 2023 , the Company exceeded the insurance limit of $ 31,000 for one of its international bank accounts b y $ 86,000 and $ 31,000 , respectively.

Any loss incurred or a lack of access to such funds could have a significant adverse effect on the Company's financial condition, results of operations, and cash flows.

At June 30, 2024, and December 31, 2023, the Company had $ 2.7 million and $ 4.0 million, respectively, in cash and cash equivalents.

At September 30, 2024, and December 31, 2023, the Company had $ 2.5 million and $ 4.0 million respectively, in cash and cash equivalents.

Off-balance Sheet Arrangements

There were no off-balance sheet arrangements as of June 30, 2024 and December 31, 2023.

There were no off-balance sheet arrangements as of September 30, 2024 and December 31, 2023 .

Use of Estimates

6 unchanged sentences

Foreign Currency

We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S.

We translate the consolidated financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S.

dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, cost and expenses on the date of the transaction.

1 unchanged sentence

Transaction gains and losses are included within “general and administrative expense” on the consolidated statements of operations and comprehensive loss.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

Concentrations of Credit Risk

5 unchanged sentences

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

We perform credit evaluations of our customers’ financial condition and require no collateral from our customers.

5 unchanged sentences

• providing primary and secondary research, competitive intelligence, and expert insights to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research.

The following table provides information about concentration that exceed 10% of revenue and accounts receivable for the period:

The following table provides information about concentrations that exceed 10% of revenue and accounts receivable for the period:

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Revenue Concentration

Customers exceeding 10% of revenue

% of overall revenue

Customer 13.6 % 14.2 % 14.2 % 12.7 %

Total % of revenue 13.6 % 14.2 % 14.2 % 12.7 %

Percentage of revenue:

Total percentage of revenue

September 30, 2024

December 31, 2023

1 unchanged sentence

Customers exceeding 10% of accounts receivable

% of accounts receivable

Customer 1 21.6 % 15.7 %

Customer 2 12.4 % 10.5 %

Total % of accounts receivable 34.0 % 26.2 %

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

Percentage of accounts receivable:

Total percentage of accounts receivable

Reclassification

Reclassification of certain accounts has been made to previously reported amounts to conform to their treatment to the current period.

Specifically, the Company identified a reclassification for non-direct project cost from personnel cost under general and administrative expenses to cost of revenue on the consolidated statements of operations.

These reclassifications had no impact on the previously reported net loss for the three and six months ended June 30, 2023.

These reclassifications had no impact on the previously reported net loss for the three and nine months ended September 30, 2023 .

Effective Accounting Pronouncements Adopted

4 unchanged sentences

The new standard was effective January 1, 2024 (early adoption was permitted, but not earlier than January 1, 2021).

This standard did not have an impact on our consolidated financial statements for the period ended June 30, 2024.

This standard did not have an impact on our consolidated financial statements for the period ended September 30, 2024 .

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable, net consisted of the following:

(in thousands) June 30,

September 30, 2024

December 31, 2023

(in thousands)

Accounts receivable

Unbilled receivables (1)

12,175 15,051

allowance for current expected credit losses

2 unchanged sentences

Accounts receivable, net at January 1, 2023 was $ 3.6 million.

Expected credit losses (recoveries) were approximately $ 23,000 and $ 161,000 for the three months ended June 30, 2024, and 2023, respectively, and $( 14,000 ) and $( 27,000 ) for the six months ended June 30, 2024, and 2023, respectively.

Expected credit losses (recoveries) were approximately $ 5,000 and $ 204,000 for t he three months ended September 30, 2024, and 2023, respectively, and $( 9,000 ) and $ 177,000 for the nine months ended September 30, 2024, and 2023 , respectively.

These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

NOTE 4 – PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consisted of the following:

(in thousands) June 30, 2024 December 31, 2023

September 30, 2024

December 31, 2023

(in thousands)

Prepaid insurance (1)

Prepaid software

Deposits 158 156

Subscriptions

Current portion of operating lease sublease asset 135 —

Other current assets (2)

Total prepaid expenses and other assets

other assets, non-current

( 158 ) ( 156 )

Total prepaid costs and other assets

other long-term assets

Prepaid expenses and other current assets

$ 1,231 $ 1,057

(1) - Includes $ 185,000 and $ 618,000 , which is being paid over a period of time and is included in accounts payable at June 30, 2024 and December 31, 2023, respectively.

(2) - Approximately $ 435,000 is being paid over a period of time and is included in accounts payable at June 30, 2024.

(1) - Includes $ 618,000 which was being paid over a period of time and is included in accounts payable at December 31, 2023.

(2) - Approximately $ 92,000 is being paid over a period of time and is included in accounts payable at September 30, 2024.

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

(in thousands) Estimated

Useful Life (Years) June 30, 2024 December 31, 2023

September 30, 2024

December 31, 2023

(in thousands)

Furniture and fixtures

3 unchanged sentences

Property and equipment, net

Depreciation and amortization expense for the three months ended June 30, 2024, and 2023 was $ 35,000 and $ 39,000 , respectively, and $ 75,000 and $ 46,000 for the six months ended and June 30, 2024, and 2023, respectively.

Depreciation and amortization expense for the three months ended September 30, 2024, and 2023 was $ 36,000 and $ 38,000 respectively, and $ 112,000 and $ 84,000 fo r the nine months ended September 30, 2024 and 2023 , respectively.

The amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

NOTE 6 – INTANGIBLES ASSETS, NET

September 30, 2024

NOTE 6 – INTANGIBLE ASSETS, NET

Website acquisitions, net, consisted of the following:

September 30, 2024

December 31, 2023

(in thousands)

June 30, 2024 December 31, 2023

Website acquisition assets

website development costs

accumulated amortization

Website acquisition assets, net

During the three and six months ended June 30, 2024, the Company performed enhancements to its website of approximately $ 71,000 .

During the nine months ended September 30, 2024, the Company performed enhancements to its website of approximately $ 86,000 .

Other intangible assets, net consisted of the following:

As of June 30, 2024 As of December 31, 2023

September 30, 2024

December 31, 2023

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

(in thousands)

(Years) Gross

Amount Accumulated

Amortization Net

Amount Accumulated

Amortization Net

Trade name 2 - 10

$ 8,381 $ ( 3,480 ) $ 4,901 $ 8,381 $ ( 3,167 ) $ 5,214

IP/technology

Customer relationships

13,380 ( 7,451 ) 5,929 13,380 ( 7,002 ) 6,378

Non-compete agreements

402 ( 402 ) — 402 ( 402 ) —

Total $ 27,984 $ ( 13,711 ) $ 14,273 $ 27,984 $ ( 12,751 ) $ 15,233

(in thousands) June 30, 2024 December 31, 2023

Website $ 71 $ 1

Other intangibles 14,273 15,233

Total intangible, net $ 14,344 $ 15,234

Amortization expense for the three months ended June 30, 2024 and 2023 was approximately $ 481,000 and $ 728,000 , respectively, and $ 962,000 and $ 1.1 million for the six months ended and June 30, 2024, and 2023, respectively.

The Company performed an impairment assessment during the year ended December 31, 2023, and recorded an impairment loss of $ 2.9 million.

There was no triggering event or impairment for the three and six months ended June 30, 2024.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

As of June 30, 2024, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows:

Other intangible assets, net

September 30, 2024

December 31, 2023

(in thousands)

Other intangible assets

Intangible assets, net

Amortization expense for the three months ended September 30, 2024 and 2023 was approximately $ 481,000 and $ 829,000 respectively, and $ 1.4 million and $ 1.9 million for the nine months ended September 30, 2024 and 2023, respectively.

The Company performed an impairment assessment during the period ended September 30, 2023, and recorded an impairment loss of $ 2.5 million .

There was no triggering event or impairment for the three and nine months ended September 30, 2024.

As of September 30, 2024, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows:

Remainder of 2024

Thereafter 6,173

Total expected amortization expense

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

NOTE 7 – GOODWILL

The following table represents the allocation of goodwill as of June 30, 2024, and December 31, 2023:

(in thousands) Owned &

Network Insights Total

The following table represents the allocation of goodwill as of September 30, 2024, and December 31, 2023:

Owned & Operated

(in thousands)

December 31, 2023

June 30, 2024 $ 2,865 $ 4,013 $ 907 $ 7,785

September 30, 2024

Goodwill is tested for impairment at least annually and if triggering events are noted prior to the annual assessment.

12 unchanged sentences

At December 31, 2023 , our quantitative analysis showed that the implied fair value of our goodwill for the Ad Network and Owned & Operating reporting units was less than its carrying value which resulted in an impairment charge of approximately $ 14.1 million.

There was no triggering event or impairment for the six months ended June 30, 2024.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

There was no triggering event or impairment for the nine months ended September 30, 2024 .

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

September 30, 2024

December 31, 2023

(in thousands)

June 30, 2024 December 31, 2023

Accounts payable (1)

$ 11,074 $ 11,391

Accrued wages, commissions, and bonus

2 unchanged sentences

Subcontractor

Other 245 265

Total accounts payable and accrued expenses

(1) - Accounts payable includes $ 5.2 million at June 30, 2024 and December 31, 2023, respectively, for Slutzky & Winshman Ltd and Mediahouse, whose operations were terminated during the year ended December 31, 2023.

(1) - Accounts payable includes $ 5.2 million at September 30, 2024 and December 31, 2023, respectively, for Slutzky & Winsham Ltd.

and Mediahouse, whose operations were terminated during the year ended December 31, 2023

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

NOTE 9 – OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:

September 30, 2024

December 31, 2023

(in thousands)

June 30, 2024 December 31, 2023

Current portion of long-term lease

3 unchanged sentences

Other current liabilities

Total other current liabilities 2,746 3,350

other liabilities, non-current ( 234 ) ( 325 )

Total other liabilities

other non-current liabilities

Other current liabilities

(1) - Represents amount advanced by customers to cover third party expenses specifically related to their project;

(1) - Represents amounts advanced by customers to cover third party expenses specifically related to their project.

These expenses are offset against the advance, and are not part of the Company's income statement.

5 unchanged sentences

On April 20, 2023, the Company and its subsidiaries entered into the Seventeenth Amendment to the Credit Agreement (the “Seventeenth Amendment”) with Centre Lane Partners.

The Credit Agreement was amended, as provided in the Seventeenth Amendment, to provide for an additional term loan amount of $ 26.3 million to, among other things, finance the Acquisition.

The Credit Agreement was amended, as provided in the Seventeenth Amendment, to provide for an additional term loan amount of $ 26.3 million to, among other things, finance the Big Village Acquisition.

This term loan, which was provided by BV Agency, LLC, matures on April 20, 2026 and was issued at a discount of 5 % or $ 1.3 million.

Interest of 15 % payable under the note is payable-in-kind in lieu of cash payment up to April 30, 2024, then 5 % payable quarterly in cash and 10 % payable-in-kind in lieu of cash payment until

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

maturity of April 20, 2026.

Interest of 15 % payable under the note is payable-in-kind in lieu of cash payment up to April 30, 2024, then 5 % payable quarterly in cash and 10 % payable-in-kind in lieu of cash payment until maturity of April 20, 2026.

As a result of the Twentieth Amendment (as described below), interest payable on the loans under the Seventeenth Amendments from April 2024 until June 30, 2025 was converted from a combination of cash and PIK to solely PIK at the rate of 15 %, with an option to maintain such terms after June 30, 2025 in exchange for an additional 2 % PIK fee or to transition to payments made 10 % PIK and 5 % in cash.

4 unchanged sentences

Also, in connection with the Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners.

The shares valued $ 1.9 million, based on a per share price of $ 0.09 , which was the closing price of the Company’s common stock at close of market on April 19, 2023.

The issuance of the shares of common stock were not registered under the Securities Act of 1933, as amended (“Securities Act”), in accordance with Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

As of June 30, 2024, BV Agency, LLC, and Centre Lane Partners own approximately 12.4 % and 8.8 % of the Company’s outstanding common stock, respectively.

On July 28, 2023, the Company and its subsidiaries entered into the Nineteenth Amendment to the Credit Agreement (the “Nineteenth Amendment”) with Centre Lane Partners.

The Credit Agreement was amended, as provided in the Nineteenth Amendment, to provide for an additional term loan amount of $ 2.0 million to, among other things, finance the integration and further growth of the Company post-Acquisition.

The shares were valued at $ 1.9 million, based on a per share price of $ 0.09 , which was the closing price of the Company’s common stock at close of market on April 19, 2023.

As of September 30, 2024 , BV Agency, LLC, and Centre Lane Partners own approximately 12.4 % and 8.8 % of the Company’s outstanding common stock, respectively.

On July 28, 2023, the Company and its subsidiaries entered into the Nineteenth Amendment to the Credit Agreement (the “Nineteenth Amendment”) with Centre Lane Partners to provide for an additional term loan amount of $ 2.0 million to, among other things, finance the integration and further growth of the Company post-Big Village Acquisition.

This term loan is part of the last in first out loans and matures on June 28, 2024.

On June 30, 2024, the Company and its subsidiaries entered into the Twentieth Amendment to the Credit Agreement (the "Twentieth Amendment" and together with the Credit Agreement and all other amendments thereto, the "Centre Lane Secured Credit Facility") with Centre Lane Partners.

The Credit Agreement was amended to provide for the extension of the maturity date of the loan under the Nineteenth Amendment to December 31, 2024.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

On June 30, 2024 the Company and its subsidiaries entered into the Twentieth Amendment to the Credit Agreement (the "Twentieth Amendment" and together with the Credit Agreement and all other amendments thereto, the "Centre Lane Secured Credit Facility") with Centre Lane Partners to provide, among other things, for the extension of the maturity date of the term loan under the Nineteenth Amendment to December 31, 2024.

Commencing September 30, 2024, the Company will commence repayment by making four monthly payments of principal and interest with the balance payable on December 31, 2024.

5 unchanged sentences

Commencing with the ninth amendment, the interest rate was increased to 12 % per annum on all subsequent draws with 8 % per annum payable quarterly in cash and 4 % per annum payable-in-kind in lieu of cash payment.

These “last in first out loans,” totaling $ 7.1 million inclusive of exit fees at June 30, 2024, are due and payable on April 20, 2026, excluding the amounts due under the Nineteenth Amendment which are due and payable on December 31, 2024.

These “last in first out loans,” totaling $ 7.1 million inclusive of exit fees at September 30, 2024, are due and payable on April 20, 2026, excluding the amounts due under the Nineteenth Amendment which are due and payable on December 31, 2024.

In connection with the Nineteenth Amendment, adjustments were made to the interest rate for outstanding loans with the exception of the draw under the Seventeenth Amendment as follows:

• The interest rate per annum changed to 7.0 % per annum plus the Secured Overnight Financing Rate ("SOFR").

At June 30, 2024, the SOFR was 5.30 % per annum, and overall interest on these facilities was 12.30 %, per annum at June 30, 2024;

At September 30, 2024, the SOFR was 5.30 % per annum, and overall interest on these facilities was 12.33 % , per annum at September 30, 2024;

• The cash pay rate for the last in first out loans was changed to the SOFR plus 3.0 % per annum.

At June 30, 2024, the rate was 8.30 % per annum;

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

• Effective July 1, 2024, the first in last out loans PIK Rate per annum will be 7.0 % per annum plus SOFR plus 5.0 % per annum.

There is no prepayment penalty associated with this Centre Lane Senior Secured Credit Facility.

However, partial, or full prepayments of the Centre Lane Senior Secured Credit Facility would be required in the event of certain future capital raises.

At September 30, 2024, the rate was 8.30 % per annum;

• Effective July 1, 2024, the first in last out loans PIK Rate per annum was 7.0 % per annum plus SOFR plus 5.0 % per annum.

In connection with the Twentieth Amendment, adjustments were made to the interest rate for outstanding loans as follows:

• Adjusting the amortization of the last out loans with quarterly installments of $ 100,000 commencing on September 30, 2024, with quarterly payments increasing to 2.5 % of the amount outstanding under the loans (including capitalized PIK interest) commencing on March 31, 2025.

The amount outstanding under the last out loans was $ 35.4 million at June 30, 2024.

The amount outstanding under the last out loans was $ 36.5 million at September 30, 2024.

• Changing the last out term loan PIK rate to the SOFR plus 7 % until December 31, 2024, and to the SOFR plus 2 % (previously 5 %) thereafter;

3 unchanged sentences

This fee was $ 672,000 at June 30, 2024.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Optional Prepayment

The Company may, at any time, voluntarily prepay, in whole or in part, a minimum of $ 250,000 of the outstanding principal of the loans, plus any accrued but unpaid interest on the aggregate principal amount of the loans being prepaid.

There is no prepayment penalty associated with the Centre Lane Senior Secured Credit Facility.

However, partial or full prepayments of the Centre Lane Senior Secured Credit Facility is required in the event of certain future capital raises.

Repayment of Loans

1 unchanged sentence

As a result of the Twentieth Amendment, the Company will commence amortization of the first in last out loans with quarterly installments of $ 100,000 commencing on September 30, 2024, with quarterly payments increasing to 2.5 % of the amount outstanding under the loans (including capitalized PIK interest) commencing on March 31, 2025

On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners regarding installment payments which were due on June 30, 2023.

The Eighteenth Amendment required equal monthly installments on July 3, 2023, August 7, 2023, and September 5, 2023, respectively.

On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners to change the timing of certain installment payments which were due on June 30, 2023.

The Eighteenth Amendment deferred these payments into equal monthly installments due on July 3, 2023, August 7, 2023, and September 5, 2023, respectively.

There was no impact on principal or interest and no fees incurred by the Company as a result of this amendment.

In connection with the Nineteenth Amendment, and prior to the execution of the Twentieth Amendment, quarterly installments equal to 2.5 % of the outstanding aggregate principal were due on the first in last out loans commencing March 31, 2024.

For the three and six months ended June 30, 2024, the Company paid $ 879,000 toward the principal loan balance.

There was no payment on the principal loan balance for the three and six months ended June 30, 2023.

The amount outstanding under the first in last out loans was $ 35.4 million at June 30, 2024.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

Interest payable on the last in first out loans at June 30, 2024 and December 31, 2023 was $ 139,000 and $ 0 , respectively.

During the three and six months ended June 30, 2024, and 2023, the Company paid approximately $ 139,000 and $ 161,000 , respectively towards outstanding interest on the last in first out loans.

For the three and nine months ended September 30, 2024, the Company paid $ 0 and $ 879,000 toward the principal loan balance, respectively.

For the three and nine months ended September 30, 2023, the Company paid $ 270,000 toward the principal loan balance for both periods.

The amount outstanding under the first in last out loans was $ 36.5 million at September 30, 2024.

Interest payable on the last in first out loans at September 30, 2024 was $ 165,000 .

During the three and nine months ended September 30, 2024, the Company paid approximately $ 150,000 and $ 288,000 , respectively towards outstanding interest on the last in first out loans.

During the three and nine months ended September 30, 2023, the Company paid approximately $ 124,000 and $ 285,000 , respectively towards outstanding interest on the last in first out loans.

Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is also required to pay Centre Lane Partners a non-refundable annual administration fee equal to $ 35,000 for agency services provided under this agreement.

The Centre Lane Senior Secured Credit Facility provides that this fee shall be in all respects fully earned, due and paid-in-kind by the Company on the effective date (“Effective Date”) of the Centre Lane Senior Secured Credit Facility and on each anniversary of the Effective Date during the term of this agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans.

The accumulated administrative fee since inception of the facility is $ 175,000 and is included in outstanding principal.

The administrative fee charged during the three and six months ended June 30, 2024 and 2023 was $ 35,000 and $ 35,000 , respectively.

The below table summarizes the loan balance at June 30, 2024, and December 31, 2023:

(in thousands) June 30, 2024 December 31, 2023

Note payable – Centre Lane Senior Secured Credit Facility – related party (current portion) $ 4,216 $ 5,592

Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party 65,245 58,674

Net principal at June 30, 2024 and December 31, 2023

69,461 64,266

The accumulated administrative fee since inception of the fa cility is $ 175,000 and is included in outstanding principal.

The administrative fee charged during the nine months ended September 30, 2024 and 2023 wa s $ 35,000 for both periods, respectively.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

The below table summarizes the loan balance at September 30, 2024, and December 31, 2023:

September 30, 2024

December 31, 2023

(in thousands)

Note payable - Centre Lane senior secured credit facility - related party (current)

Note payable - Centre Lane senior secured credit facility - related party (net of discount)

Net principal

debt discount

Outstanding principal at June 30, 2024 and December 31, 2023

$ 74,578 $ 70,228

The below table summarizes the movement in the outstanding principal from inception through June 30, 2024:

(in thousands) June 30, 2024 December 31, 2023

Outstanding principal

The below table summarizes the movement in the outstanding principal from inception through September 30, 2024:

September 30, 2024

December 31, 2023

(in thousands)

Opening balance

Draws — 29,816

Exit and other fees

Interest capitalized

75,457 70,498

payment ( 879 ) ( 270 )

Outstanding principal

1 unchanged sentence

Commencing April 2021, the Company and certain of its subsidiaries entered into various amendments to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners.

The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent.

The Credit Agreement was amended to provide for additional loans used for working capital.

The Credit Agreement was amended a number of times to provide for additional loans used for working capital and acquisitions.

In addition, and as part of the transaction, there are exit fees (the “Exit Fees”), which will be added and capitalized to the principal amount of the original loan.

As of June 30, 2024, there were twenty amendments to the Centre Lane Senior Secured Credit Facility.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

As of September 30, 2024, there were twenty amendments to the Centre Lane Senior Secured Credit Facility.

Consistent with FASB ASC Topic 470 Debt , (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt.

Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow.

If the debt is extinguished, the old debt is derecognized and the new debt is recorded as fair value, which becomes the new carrying value.

If the debt is extinguished, the old debt is derecognized and the new debt is recorded at fair value, which becomes the new carrying value.

A gain or loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt, additionally, in the event the transaction is with a related party, this gain or loss should be recognized against additional paid in capital.

1 unchanged sentence

A debt is considered extinguished if the present value of the new cash flows under the term of the new debt is at least 10% different from the present value of the remaining cash flows under the terms of the old debt.

In connection with the Seventeenth Amendment, the Company determined that the change was an extinguishment consistent with ASC 470, Debt, the old debt of $ 35.5 million was derecognized and the new debt of $ 62.7 million was recognized at estimated fair value.

In connection with the Seventeenth Amendment, the Company determined that the change was an extinguishment consistent with ASC 470, Debt, the old debt of $ 35.5 million was de-recognized and the new debt of $ 62.7 million was recognized at estimated fair value.

A gain on extinguishment was recognized against additional paid in capital of $ 671,000 , as Centre Lane Partners is a related party.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

The below table summarizes the amendments that were executed by the Company since the inception of the facility to June 30, 2024, (in thousands, except for share data):

Number Date Draw $’000 Repayment

Date Interest Rate (PIK) (D)

Interest Rate (Cash) (E)

Agency Fee Exit Fee (A)

Stock Issued Accounting Impact

1 04/26/21 $ — April 20, 2026 12.30 % — $ — $ — 150,000 Extinguishment (B)

2 05/26/21 1,500 April 20, 2026 12.30 % — — 750 3,000,000 Modification (F)

3 08/12/21 500 April 20, 2026 12.30 % — — 250 2,000,000 Modification (F)

4 08/31/21 1,100 April 20, 2026 12.30 % — — 550 — Modification (F)

5 10/08/21 725 April 20, 2026 12.30 % — — 363 — Extinguishment (F)

6 11/05/21 800 April 20, 2026 12.30 % — — 800 7,500,000 Modification (F)

7 12/23/21 500 April 20, 2026 12.30 % — 70 500 — Modification (F)

$ 5,125 $ 70 $ 3,213 12,650,000

8 01/26/22 350 April 20, 2026 12.30 % — — 350 — Modification (F)

9 02/11/22 250 April 20, 2026 4.00 % 8.30 % — 13 — Modification (G)

10 03/11/22 300 April 20, 2026 4.00 % 8.30 % — 15 — Modification (G)

11 03/25/22 500 April 20, 2026 4.00 % 8.30 % — 25 — Modification (G)

12 04/15/22 450 April 20, 2026 4.00 % 8.30 % — 23 — Modification (G)

13 05/10/22 500 April 20, 2026 4.00 % 8.30 % 35 25 — Modification (G)

14 06/10/22 350 April 20, 2026 4.00 % 8.30 % — 18 — Modification (G)

15 07/08/22 350 April 20, 2026 4.00 % 8.30 % — 18 — Modification (G)

$ 3,050 $ 35 $ 487 —

16 02/10/23 1,500 April 20, 2026 4.00 % 8.30 % — 75 — Modification (G)

17 04/20/23 26,316 April 20, 2026 15.00 % — % 35 708 21,401,993 Extinguishment (C)

19 07/28/23 2,000 December 31, 2024 4.00 % 8.30 % — 100 — Modification (G)

$ 29,816 $ 35 $ 883 21,401,993

20 06/30/24 — — — % — % 35 672 — Modification (I)

Total $ 37,991 $ 175 $ 5,255 34,051,993

September 30, 2024

The below table summarizes the amendments that were executed by the Company from the inception of the facility to September 30, 2024, (in thousands, except for share data):

Amendment No.

Repayment Date

Interest Rate

Common Stock Issued

Accounting Impact

(in thousands, except share data)

Extinguishment

a) Added and capitalized to the principal amount of the original loan and the original loan terms apply.

2 unchanged sentences

c) 15 % PIK until April 20, 2024, then 5 % cash and 10 % PIK thereafter.

New rates in effect in connection with Amendment 19, Amendment 1 through 8, the PIK rate was 10 %.

New rates in effect in connection with Amendment 19, Amendment 9 through 16, the cash rate was 8 %.

d) New rates in effect in connection with Amendment 19, Amendment 1 through 8, the PIK rate was 10 %.

e) New rates in effect in connection with Amendment 19, Amendment 9 through 16, the cash rate was 8 %.

f) First In Last Out Loans.

1 unchanged sentence

h) As discussed above, there was no impact on principal or interest and no fees incurred by the Company as a result of Amendment 18, thus it is not included in above table.

New rates and repayment terms in connection with Amendment 20.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

i) New rates and repayment terms in connection with Amendment 20.

Draws advanced by Amendments 2 through 8 totaling $ 5.5 million and exit fees totaling $ 3.6 million, were due for full repayment on February 28, 2022;

2 unchanged sentences

All amounts advanced for Amendments 9 through 16 were due on June 30, 2023 along with accrued and unpaid interest, however, the maturity date was changed to April 20, 2026 with amendment 17.

The outstanding amount at June 30, 2024 is $ 7.1 million, inclusive of interest paid in kind.

As of June 30, 2024 and December 31, 2023, the carrying value of the Centre Lane Senior Secured Credit Facility was $ 69.5 million and $ 64.3 million, respectively, net of unamortized debt discount of $ 5.1 million and $ 6.0 million, respectively.

The outstanding amount at September 30, 2024 is $ 7.1 million , inclusive of interest paid in kind.

As of September 30, 2024 and December 31, 2023, the carrying value of the Centre Lane Senior Secured Credit Facility was $ 72.5 million and $ 64.3 million , respectively, net of unamortized debt discount of $ 4.4 million and $ 6.0 million , respectively.

The discount is being amortized over the remaining life of the Centre Lane Senior Secured Credit facility using the effective interest method.

During the three months ended June 30, 2024, and 2023, the Company recorded amortization of debt discount of $ 936,000 and $ 536,000 , respectively on the Centre Lane Senior Secured Credit Facility.

Amortization of debt discount was $ 1.6 million and $ 837,000 for the six months ended June 30, 2024 and 2023, respectively.

Interest expense for the three and six months ended June 30, 2024, and 2023 consisted of the following:

Three Months Ended Six Months Ended

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

During the three months ended September 30, 2024, and 2023, the Company recorded amortization of debt discount of $ 691 thousand and $ 590 thousand , respectively on the Centre Lane Senior Secured Credit Facility.

Amortization of debt discount was $ 2.2 million and $ 1.4 million for the nine months ended September 30, 2024 and 2023, respectively.

Interest expense for the three and nine months ended September 30, 2024, and 2023 consisted of the following:

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

(in thousands)

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Interest expense

Amortization 936 536 1,552 837

Total interest expense

1 unchanged sentence

On November 30, 2018, the Company issued 10 % convertible promissory notes ("Convertible Notes") in the amount of $ 80,000 to our then Chairman of the Board, a related party.

The Convertible Notes are unsecured and matured five years from issuance and were convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $ 0.40 per share.

The Convertible Notes were unsecured and matured five years from issuance and were convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $ 0.40 per share.

A beneficial conversion feature existed on the date the Convertible Notes were issued whereby the fair value of the underlying common stock into which the Convertible Notes was convertible was in excess of the face value of the Convertible Notes of $ 80,000 .

The principal balance of these Convertible Notes payable was $ 80,000 at June 30, 2024 and December 31, 2023.

Interest expense for the Convertible Notes was $ 2 ,000 and $ 6 ,000 for the three months ended June 30, 2024 and 2023, respectively.

Interest expense for 2023 includes interest of $ 2,000 and discount amortization of $ 4,000 , respectively.

Interest expense for the Convertible Notes was $ 4,000 and $ 11 ,000 for the six months ended June 30, 2024 and 2023, respectively.

Interest expense for 2023 includes interest of $ 4,000 and discount amortization of $ 7,000 , respectively.

The outstanding principal and interest on the Convertible Notes was due and payable in November 2023.

The loan remains unpaid at June 30, 2024 with outstanding principal of $ 80 ,000 and interest payable of $ 43 ,000.

The Convertible Notes and outstanding interest were repaid subsequent to the period end.

On July 1, 2024, the Company repaid the outstanding principal of $ 80,000 and outstanding interest of $ 43,000 on the Convertible Notes due to its former Chairman of the Board.

NOTE 12 – LEASES

The Company accounts for its operating lease under FASB ASC Topic 842, Leases (“ASC 842”), which requires lessees to recognize on the balance sheet at lease commencement, the lease assets and the related lease liabilities for the rights and obligations created by operating and finance leases with lease terms of more than 12 months.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

Operating Lease

2 unchanged sentences

The Company has the option to renew the lease for one additional five-year term.

At June 30, 2024 and December 31, 2023, the operating lease right-of-use asset was $ 273 ,000 and $ 306 ,000, respectively, and is included under assets on the consolidated balance sheet.

At June 30, 2024 and December 31, 2023, the operating lease right-of-use liability was $ 273 ,000 and $ 303 ,000, respectively, including the current portion of $ 71 ,000 and $ 64 ,000, respectively, and is included under liabilities on the consolidated balance sheet.

At September 30, 2024 and December 31, 2023, the operating lease right-of-use asset was $ 271,000 and $ 306,000 , respectively, and is included under assets on the consolidated balance sheet.

At September 30, 2024 and December 31, 2023, the operating lease right-of-use liability was $ 269,000 and $ 303,000 respectively, including the current portion of $ 74,000 and $ 64,000 , respectively, and is included under liabilities on the consolidated balance sheet.

Over the lease term, the Company is required to amortize the operating lease asset and record interest expense on the lease liability created at lease commencement.

Operating lease expense was approximately $ 39,000 and $ 40,000 for the three months ended June 30, 2024 and 2023, respectively.

Operating lease expense was approximately $ 79,000 and $ 81,000 for the six months ended June 30, 2024 and 2023, respectively.

Operating lease expense was approximately $ 43,000 and $ 39,000 for the three months ended September 30, 2024 and 2023, respectively.

Operating lease expense was approximately $ 128,000 and $ 120,000 for the nine months ended September 30, 2024 and 2023, respectively.

The Company’s non-lease components are primarily related to property maintenance and other operating services, which vary based on future outcomes and are recognized in rent expense when incurred and not included in the measurement of the lease liability.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Operating Lease Subleases

During the three and six months ended June 30, 2024, the Company entered into two sublease agreements for its Boca Raton corporate office suites.

During the nine months ended September 30, 2024 , the Company entered into two sublease agreements for its Boca Raton corporate office suites.

The subleases will continue for the remaining term on the initial lease agreement of 3 years with no option to extend.

1 unchanged sentence

The Company retained the ability to use the address as its corporate office.

At June 30, 2024 and December 31, 2023, the operating lease subleases right-of-use asset was $ 440 ,000 and $ 0 , respectively, inclusive of current portion of $ 135,000 and $ 0 , respectively, and is included under assets on the consolidated balance sheet.

At June 30, 2024 and December 31, 2023, the operating lease subleases right-of-use liability was $ 426 ,000 and $ 0 , respectively, and is included under liabilities on the consolidated balance sheet.

Operating lease subleases income was approximately $ 17,000 and $ 0 , for the three and six months ended June 30, 2024 and 2023, respectively.

At September 30, 2024 the operating lease subleases right-of-use liability was $ 12,000 and is included as an offset to right-of-use assets within other non-current liabilities on the consolidated balance sheet.

Operating lease sublease income was approximately $ 35,000 and $ 55,000 , for the three and nine months ended September 30, 2024, respectively.

Finance Lease

On October 1, 2023, the Company entered into a lease agreement for computer equipment with a lease term of three years .

At June 30, 2024 and December 31, 2023, finance lease asset was $ 51 ,000 and $ 60 ,000, respectively, and is included under assets on the consolidated balance sheets.

At June 30, 2024 and December 31, 2023, finance lease liability was $ 51 ,000 and $ 60 ,000, respectively, including the current portion of $ 20 ,000 and $ 18 ,000, respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the three months ended June 30, 2024 was $ 7 ,000, inclusive of interest of $ 3 ,000 and amortization of $ 4 ,000, and $ 14,400 for the six months ended June 30, 2024, inclusive of interest of $ 6,000 and amortization of $ 8,500 , which amounts are included in general and administrative expense in the statements of operations and comprehensive loss.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

As of June 30, 2024 and December 31, 2023, the right-of-use asset and lease liability for the operating and finance lease are summarized as follows (in thousands):

June 30, 2024 December 31, 2023

Operating lease $ 273 $ 306

Operating lease sublease, current

Operating lease sublease, net of current portion

Finance lease (1)

At September 30, 2024 and December 31, 2023, finance lease asset was $ 47,000 and $ 60,000 , respectively, and is included under assets on the consolidated balance sheets.

At September 30, 2024 and December 31, 2023, finance lease liability was $ 47,000 and $ 60,000 , respectively, including the current portion of $ 21,000 and $ 18,000 , respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the three months ended September 30, 2024 was $ 7,200 , inclusive of interest of $ 2,600 and amortization of $ 4,600 , and $ 21,700 for the nine months ended September 30, 2024, inclusive of interest of $ 8,600 and amortization of $ 13,100 , which amounts are included in general and administrative expense in the statements of operations and comprehensive loss.

As of September 30, 2024 and December 31, 2023, the right-of-use asset and lease liability for the operating and finance lease are summarized as follows (in thousands):

September 30, 2024

December 31, 2023

(in thousands)

Total operating lease right-of-use asset

Total finance lease asset (1)

Operating lease liability, current

Operating sublease liability, net of current portion

Operating lease liability, net of current portion

Operating lease sublease liability

Total operating lease liability

Finance lease obligations, current $ 20 $ 18

Finance lease obligations, net of current portion 31 42

Total finance lease obligations $ 51 $ 60

Weighted average remaining lease terms (in years):

Finance lease liability, current

Finance lease liability, net of current portion

Total finance lease liability

Weighted average remaining lease term (in years):

Operating lease

4 unchanged sentences

(1) - Finance lease represents computer software, see Note 5 "Property and Equipment".

NOTE 13 – BUSINESS COMBINATIONS

The purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition.

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill and intangibles.

The goodwill of $ 2.3 million recognized was attributable to assembled workforce and strategic

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

benefits that are expected to be achieved and is tax deductible for a period of 15 years.

September 30, 2024

NOTE 13 –BUSINESS COMBINATIONS

On April 20, 2023, the Company completed the Big Village Acquisition of two business units of Big Village Holding LLC for approximately $ 20.0 million, plus assumed liabilities, in an all-cash transaction funded by a senior secured credit facility.The purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition.

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill and intangibles.

The goodwill of $ 2.4 million recognized was attributable to assembled workforce and strategic benefits that are expected to be achieved and is tax deductible for a period of 15 years.

Identified intangibles total $ 16.2 million inclusive of the below:

(in thousands)

(Years) Amount

Trade name 7 to 10

Developed technology

Customer relationships 7 to 10

Customer relationships

The following table summarizes the allocation of the purchase price based on the estimated fair value of the acquired assets and assumed liabilities at the date of the Big Village Acquisition and subsequent adjustment:

(in thousands) Balance

(in thousands)

Purchase price consideration:

Center Lane Senior Secured Credit Facility $ 19,874

Centre Lane Senior Secured Credit Facility

Fair value of assets acquired:

Accounts receivable

Intangibles 16,160

Goodwill 2,264

Prepaid and other assets

5 unchanged sentences

Total fair value of assets acquired and liabilities assumed

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

NOTE 14 – REVENUE RECOGNITION

The following table represents our revenue disaggregated by type:

Three Months Ended Six Months Ended

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

(in thousands)

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Digital publishing

4 unchanged sentences

Total revenue

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Geographic Information

Revenue by geographical region consists of the following:

Three Months Ended Six Months Ended

(in thousands) June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

(in thousands)

United States

Israel — — — 37

Total revenue

Revenue by geography is based on the country of the Company’s contracting entity.

Total United States revenue was approximately 100 % of total revenue for the three months ended June 30, 2024 and 2023, respectively, and 100 % for the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, and December 31, 2023, approximately 100 % of our long-lived assets were attributable to operations in the United States.

Total United States revenue was approximately 100 % of total revenue for the three months ended September 30, 2024 and 2023 , respectively, and 100 % for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, and December 31, 2023 , approximately 100 % of our long-lived assets were attributable to operations in the United States.

Long-lived assets include websites and other intangibles assets that are utilized in overall revenue generation.

Deferred Revenue

The movement in deferred revenue during the six months ended June 30, 2024 and the year ended December 31, 2023 comprised the following:

(in thousands) June 30, 2024 December 31, 2023

Deferred revenue at start of the period $ 4,569 $ 737

The movement in deferred revenue during the nine months ended September 30, 2024 and the year ended December 31, 2023 comprised the following:

September 30, 2024

December 31, 2023

(in thousands)

Deferred revenue at the start of the period

Amounts invoiced during the period

1 unchanged sentence

revenue recognized during the period

Deferred revenue at end of the period $ 5,809 $ 4,569

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

Deferred revenue at the end of the period

NOTE 15 – STOCK BASED COMPENSATION

3 unchanged sentences

The Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock.

As of June 30, 2024, 12,273,640 shares were remaining under the Stock Option Plan for future issuance.

As of June 30, 2024, options to purchase 10,226,360 shares of common stock were outstanding in the aggregate, under the Company's 2013 Stock Option Plan, 2015 Stock Option Plan, 2019 Stock Option Plan, and the Stock Option Plan at a weighted average exercise price of $ 0.12 per share.

As of September 30, 2024 , 12,150,967 s hares were remaining under the Stock Option Plan for future issuance.

As of September 30, 2024, options to purchase 10,349,033 sha res of common stock were outstanding in the aggregate, under the Company's 2013 Stock Option Plan, 2015 Stock Option Plan, 2019 Stock Option Plan, and the Stock Option Plan at a weighted average exercise price of $ 0.11 per share.

No further grants can be made under any of the Company's stock option plans other than the Stock Option Plan.

Compensation expense recorded in connection with the Stock Option Plan was $ 70,000 and $ 33,000 for the three months ended June 30, 2024 and 2023, respectively, with $ 135 ,000 and $ 58,000 for the six months ended June 30, 2024 and 2023, respectively.

Compensation expense recorded in connection with the Stock Option Plan was $ 57,000 and $ 57,000 for the three months ended September 30, 2024 and 2023 , respectively, and $ 192,000 and $ 115,000 for the nine months ended September 30, 2024 and 2023, respectively.

These amounts have been recognized as a component of general and administrative expenses in the accompanying consolidated financial statements.

The following table presents the activity of the Company’s outstanding common stock options for the six months ended June 30, 2024:

Common Stock Options Number of

Options Weighted

Price Weighted

Term Aggregate

Balance Outstanding, December 31, 2023 10,728,360 $ 0.12 8.7 $ 568

Exercised ( 63,250 ) $ 0.01 — $ 2

Forfeited ( 326,250 ) $ 0.19 — $ —

Expired ( 112,500 ) $ 0.20 — —

Balance Outstanding, June 30, 2024 10,226,360 $ 0.12 8.2 $ 152

Exercisable at, June 30, 2024 2,593,441 $ 0.24 6.4 $ 82

Unvested at, June 30, 2024 7,632,919 $ 0.08 8.8 $ 71

As of June 30, 2024, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 322,000 to be recognized through July 2027.

The following table provides the weighted average assumptions used in determining the fair value of the stock option awards for the six months ended June 30, 2024 and 2023:

June 30, 2024 June 30, 2023

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

The following table presents the activity of the Company’s outstanding common stock options for the nine months ended September 30, 2024:

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term

Aggregate Intrinsic Value

Common stock options:

Balance outstanding at December 31, 2023

Balance outstanding at September 30, 2024

Exercisable at September 30, 2024

Unvested at September 30, 2024

As of September 30, 2024, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 265,000 to be recognized through July 2027.

The following table provides the weighted average assumptions used in determining the fair value of the stock option awards for the nine months ended September 30, 2024 and 2023:

September 30, 2024

September 30, 2023

Expected term (years)

3 unchanged sentences

Expected forfeiture rate

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

During the six months ended June 30, 2023, 535,000 options were issued, there were no options issued for the same period of 2024.

During the nine months ended September 30, 2024 and 2023, 219,673 and 5,803,200 options were issued, respectively.

NOTE 16 – FAIR VALUE MEASUREMENTS

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Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Valuation is based on inputs that are both significant to the fair value measurement and unobservable.

5 unchanged sentences

The carrying value of the Centre Lane Senior Secured Credit Facility and the 10 % Convertible Promissory Note approximates the fair value due to their nature and level of risk.

Assets Measured at Fair Value on a Nonrecurring Basis

Assets Measured at Fair Value on a Non-recurring Basis

The Company has certain non-financial assets that are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized.

1 unchanged sentence

The below table shows the quantitative information for assets measured at fair value on a non-recurring basis:

($ in thousands) Quantitative Information about Level 3 Fair Value Measurements

Fair Value Valuation Technique Unobservable Input Rate (Weighted Average Cost of Capital

$ 7,785 Discounted cash flow Discount rate 21.12 %

Quantitative Information about Level 3 Fair Value Measurements

Valuation Technique

Unobservable Input

(Weighted Average Cost of Capital)

(in thousands)

Discounted cash flow

Discount rate

Intangible assets, net

$ 14,344 Discounted cash flow Discount rate 21.12 %

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

Discounted cash flow

Discount rate

Goodwill and Intangibles Assets

7 unchanged sentences

Amendment seventeen was considered an extinguishment.

The Company utilized a third party valuation company to calculate the present value of the cash flows under the terms of the amendment and determined if it was considered substantially different by at least 10 % from the present value of the remaining cash flow of the original debt instrument.

The Company utilized a third party valuation company to calculate the present value of the cash flows under the terms of the amendment and determined that it was substantially different by at least 10 % from the present value of the remaining cash flow of the original debt instrument.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

NOTE 17 – COMMITMENTS AND CONTINGENCIES

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The Company disputes the allegations and disputes that Ladenburg is entitled to receive any fee since it did not perform any work pertaining to such acquisition.

The outcome of this matter is not determinable as of the date of issuance of these financial statements.

The outcome of this matter is not determinable as of the date of issuance of these consolidated financial statements.

Other Litigation

2 unchanged sentences

The Company is party to various other legal proceedings that arise in the ordinary course of business, separate from normal course accounts receivable collections matters.

Due to the inherent difficulty of predicting the outcome of these other legal proceedings, the Company cannot predict the eventual outcome of these matters, and it is reasonably possible

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

that some of them could be resolved unfavorably to the Company.

Due to the inherent difficulty of predicting the outcome of these other legal proceedings, the Company cannot predict the eventual outcome of these matters, and it is reasonably possible that some of them could be resolved unfavorably to the Company.

As a result, it is possible that the Company’s results of operations or cash flows in a particular fiscal period could be materially affected by an unfavorable resolution of pending litigation or contingencies.

8 unchanged sentences

10% Series D Convertible Preferred Stock (“Series D Stock”);

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

10% Series E Convertible Preferred Stock (“Series E Stock”);

14 unchanged sentences

• shares are entitled to a liquidation preference equal to a return of the capital invested;

• each share will automatically convert into shares of common stock five years from the date of issuance or upon a change in control.

• each share will automatically convert into shares of common sto ck five years from the date of issuance or upon a change in control.

Both the voluntary and automatic conversion formulas are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

There were no shares of preferred stock issued or outstanding at June 30, 2024, and December 31, 2023.

At June 30, 2024 and December 31, 2023, there was an accrued unpaid preference dividend of $ 692,000 .

There were no shares of preferred stock issued or outstanding at September 30, 2024, and December 31, 2023.

At September 30, 2024 and December 31, 2023, there was an accrued unpaid preference dividend of $ 691,000 .

This amount is payable to the Company's former Chairman, Mr.

Kip Speyer, and is included under other liabilities in the consolidated balance sheet at June 30, 2024.

Kip Speyer, and is included under other current liabilities in the consolidated balance sheet at September 30, 2024.

Shares of Common Stock under the Stock Option Plan

1 unchanged sentence

The 2022 Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock.

As of June 30, 2024, 12,273,640 shares were remaining under the 2022 Stock Option Plan for future issuance.

As of September 30, 2024, 12,150,967 shares were remaining under the 2022 Stock Option Plan for future issuance.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

Issue of Common Stock

During the three and six months ended June 30, 2024, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2024

Shares (#) Value Shares (#) Value

During the three and nine months ended September 30, 2024, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended

Nine Months Ended

September 30, 2024

Common stock issued for options exercised

Common stock issued for services rendered

63,250 $ 1 342,702 $ 17

During the three and six months ended June 30, 2023, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended Six Months Ended

June 30, 2023 June 30, 2023

Shares (#) Value Shares (#) Value

Shares of common stock issued, net

During the three and nine months ended September 30, 2023, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended

Nine Months Ended

September 30, 2023

Shares issued to Centre Lane related to debt financing

1 unchanged sentence

Common stock issued for services rendered

21,471,993 $ 1,927 21,661,993 $ 1,958

Shares of common stock issued, net

Treasury Stock

During the six months ended June 30, 2024, one shareholder relinquished 525,000 shares of the Company's common stock, which were acquired by the Company for a value of $ 0 .

During the nine months ended September 30, 2024 , one shareholder relinquished 525,000 shares of the Company's common stock, which were acquired by the Company for a value of $ 0 .

A total of 1,350,175 shares of the Company's common stock, with a value of $ 220,000 , are being held as Treasury Stock by the Company.

At September 30, 2024 and December 31, 2023, we had 18,208,596 and 21,362,066 c ommon stock warrants outstanding to purchase shares of our common stock with exercise prices ranging between $ 0.65 and $ 1.00 per share.

Approximately 660,720 and 3,153,470 common stock warrants expired during the three and nine months ended September 30, 2024, respectively, and 5,590,587 and 10,415,587 common stock warrants expired during the three and nine months ended September 30, 2023.

A summary of the Company’s warrants outstanding as of September 30, 2024 and December 31, 2023, is presented below:

September 30, 2024

Exercise Price

Number Outstanding

Gross Cash Proceeds

(if exercised)

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

At June 30, 2024 and December 31, 2023, we had 18,869,316 and 21,362,066 common stock warrants outstanding to purchase shares of our common stock with exercise prices ranging between $ 0.65 and $ 1.00 per share.

Approximately 1,579,000 and 2,492,750 common stock warrants expired during the three and six months ended June 30, 2024, respectively, and 4,825,000 common stock warrants expired during the three and six months ended June 30, 2023.

A summary of the Company’s warrants outstanding as of June 30, 2024 and December 31, 2023, is presented below:

Warrants as of

June 30, 2024

Exercise Price Number

Outstanding Gross cash proceeds

$ 1.00 4,202,808 $ 4,203

$ 0.75 14,666,508 $ 11,000

18,869,316 $ 15,203

Warrants as of

September 30, 2024

December 31, 2023

Exercise Price Number

Outstanding Gross cash proceeds

$ 1.00 4,992,308 $ 4,992

$ 0.75 15,456,008 $ 11,592

$ 0.65 913,750 $ 594

21,362,066 $ 17,178

Exercise Price

Number Outstanding

Gross Cash Proceeds

(if exercised)

NOTE 19 – LOSS PER SHARE

As of June 30, 2024, and 2023, there were 172,445,836 and 172,106,629 shares of common stock issued, respectively, and 171,095,661 and 171,281,454 shares of common stock outstanding, respectively.

Outstanding shares as of June 30, 2024, and 2023, have been adjusted to reflect 1,350,175 and 825,175 treasury shares, respectively.

As of September 30, 2024, and 2023, there were 172,462,836 and 172,126,629 shares of common stock issued, respectively, and 171,112,661 and 171,301,454 shares of common stock outstanding, respectively.

Outstanding shares as of September 30, 2024, and 2023, have been adjusted to reflect 1,350,175 and 825,175 treasury shares, respectively.

Basic net loss per share is computed by dividing the net earnings attributable to common shareholders by the weighted average number of common shares outstanding during the period.

2 unchanged sentences

The dilutive effect, if any, of outstanding common share equivalents is reflected in diluted earnings per share by application of the treasury stock method, and if-converted method, as applicable.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

The following tables reconcile actual basic and diluted earnings per share for the three and six months ended June 30, 2024, and 2023.

(in thousands, except share data)

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023

Loss per share:

Net loss $ ( 5,208 ) $ ( 6,071 ) $ ( 9,974 ) $ ( 9,867 )

The following tables reconcile actual basic and diluted earnings per share for the three and nine months ended September 30, 2024, and 2023.

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

(in thousands, except per share data)

Weighted-average common shares outstanding:

Basic and diluted 171,095,661 166,779,390 171,155,364 158,291,304

Net loss per common share

Basic and diluted $ ( 0.03 ) $ ( 0.04 ) $ ( 0.06 ) $ ( 0.06 )

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three and six months ended June 30, 2024, and 2023 were as follows:

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three and nine months ended September 30, 2024, and 2023were as follows:

September 30, 2024

September 30, 2023

Shares unvested and subject to exercise of stock options

Shares subject to exercise of warrants 18,869,316 31,173,316

Shares subject to conversion of convertible notes — 200,000

Shares subject to warrants stock exercise

Shares subject to convertible notes stock conversion

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

NOTE 20 – RELATED PARTIES

5 unchanged sentences

As a result, BV Agency, LLC, and Centre Lane Partners together are considered to be related parties of the Company.

Through June 30, 2024, the Company has entered into 20 amendments to the Credit Agreement between itself and Centre Lane Partners.

The total related party debt owed to Centre Lane Partners was $ 74.6 million and $ 70.2 million as of June 30, 2024 and December 31, 2023, respectively.

Through September 30, 2024 , the Company has entered into 20 amendments to the Credit Agreement between itself and Centre Lane Partners.

The total related party debt owed to Centre Lane Partners was $ 77.0 million and $ 70.2 million as of September 30, 2024 and December 31, 2023, respectively.

See Note 10, Centre Lane Senior Secured Credit Facility for details on this facility.

Convertible Promissory Note

As discussed in Note 11, 10 % Convertible Promissory Notes, the note payable to the former Chairman of the Board amounted to $ 80,000 as of June 30, 2024, and December 31, 2023, respectively.

See Note 11, 10 % Convertible Promissory Notes for further discussion on these notes payable.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

Preferred Stock

At June 30, 2024 and December 31, 2023, there was an accrued unpaid preference dividend of $ 692,000 .

At September 30, 2024 and December 31, 2023, there was an accrued unpaid preference dividend of $- and $ 691,000 , respectively.

This amount is payable to the Company's former Chairman, Mr.

NOTE 21 – INCOME TAXES

The Company recorded a tax provision of $ 0 for the three and six months ended June 30, 2024, and 2023, due in large part to its expected tax losses for the period and maintained a full valuation allowance against its net deferred tax assets.

At June 30, 2024 and December 31, 2023, the Company had no unrecognized tax benefits or accrued interest and penalties recorded.

No interest and penalties were recognized during the three and six months ended June 30, 2024, and 2023.

NOTE 22 – SUBSEQUENT EVENTS

Repayment of 10 % Convertible Promissory Notes

On July 1, 2024, the Company repaid the outstanding principal of $ 80,000 and interest of $ 43,000 on the Convertible Notes due to its former Chairman of the Board.

Appointment of Directors

On August 8, 2024, the Board of the Company appointed Ms.

Elaine Riddell, Mr.

Pergola, and Mr.

Triscari as directors of the Company, effective as of August 8, 2024.

Riddell and Messrs.

Pergola and Triscari will serve as a director of the Company until the next annual meeting of shareholders, or until his or her successor is elected and qualified.

The Board has determined that each of Ms.

Riddell and Messrs.

Pergola and Triscari qualifies as an independent director under the New York Stock Exchange listing standards.

The Board has also determined that Mr.

Triscari qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K.

Riddell will serve on the Corporate Governance and Nominating Committee of the Board, Mr.

Pergola will serve on the Audit Committee of the Board, including as the chairperson thereof, and Mr.

Triscari will serve on the Compensation Committee of the Board, including as the chairperson thereof, and on the Audit Committee of the Board.

The Company recorded a tax provision of $ 0 for the three and nine months ended September 30, 2024, and 2023, due in large part to its expected tax losses for the period and maintained a full valuation allowance against its net deferred tax assets.

At September 30, 2024 and December 31, 2023 , the Company had no unrecognized tax benefits or accrued interest and penalties recorded.

No interest and penalties were recognized during the three and nine months ended September 30, 2024, and 2023 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements