Bright Mountain Media, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number 000-54887 Bright Mountain Media, Inc. (Exact Name of Registrant as Specified in its Charter) Florida 27-2977890 State or Other Jurisdiction of Incorporation or Organization I.R.S. Employer Identification No. 6400 Congress Avenue , Suite 2050 , Boca Raton , FL 33487 Address of Principal Executive Offices Zip Code 561 - 998-2440 Registrant’s Telephone Number, Including Area Code Not applicable Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report 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 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of February 22, 2022 there were 151,099,871 shares of the issuer’s common stock issued and 150,274,696 shares outstanding. TABLE OF CONTENTS Page No. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. 4 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 32 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 37 ITEM 4. CONTROLS AND PROCEDURES. 37 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. 38 ITEM 1A. RISK FACTORS. 38 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 38 ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 38 ITEM 4. MINE SAFETY DISCLOSURES. 38 ITEM 5. OTHER INFORMATION. 38 ITEM 6. EXHIBITS. 39 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about risks associated with: ● our ability to fully develop the Bright Mountain Media Ad Exchange Network and services platform; ● the continued appeal of internet advertising; ● our ability to manage and expand our relationships with publishers; ● our dependence on revenues from a limited number of customers; ● the impact of seasonal fluctuations on our revenues; ● acquisitions of new businesses and our ability to integrate those businesses into our operations; ● online security breaches; ● failure to effectively promote our brand and attract advertisers; ● our ability to protect our content; ● our ability to protect our intellectual property rights; ● the success of our technology development efforts; ● additional competition resulting from our business expansion strategy; ● our dependence on third party service providers; ● our ability to detect advertising fraud; ● liability related to content which appears on our websites; ● regulatory risks and compliance with privacy laws; ● dependence on executive officers and certain key employees and consultants; ● our ability to hire qualified personnel; ● possible problems with our network infrastructure; ● ongoing material weaknesses in our disclosure controls and internal control over financial reporting; ● the impact on available working capital resulting from the payment of cash dividends to our affiliates; ● dilution to existing shareholders upon the conversion of outstanding preferred stock and convertible notes and/or the exercise of outstanding options and warrants, including warrants with cashless exercise rights; ● the illiquid nature of our common stock; ● risks associated with securities litigation; and ● provisions of our charter and Florida law which may have anti-takeover effects Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report, including the Part II, Item 2, our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on December 23, 2021 and our other filings with the Securities and Exchange Commission in their entirety. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business. OTHER PERTINENT INFORMATION Unless specifically set forth to the contrary, when used in this report the terms “Bright Mountain”, the “Company,” “we”, “us”, “our” and similar terms refer to Bright Mountain Media, Inc., a Florida corporation, and its subsidiaries. In addition, when used in this report, “second quarter of 2021” refers to the three months ended June 30, 2021, “second quarter of 2020” refers to the three months ended June 30, 2020, “2020” refers to the year ended December 31, 2020. The information which appears on our website at www.brightmountainmedia.com is not part of this report . 3 PART 1 – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2021 December 31, 2020 (unaudited) ASSETS Current Assets Cash and cash equivalents $ 1,095,519 $ 736,046 Accounts receivable, net 2,324,896 6,430,253 Note receivable, net 20,887 13,910 Right of use asset 24,765 - Prepaid expenses and other current assets 777,713 940,214 Total Current Assets 4,243,780 8,120,422 Property and equipment, net 84,053 113,250 Website acquisition assets, net 4,800 5,600 Intangible assets, net 6,861,984 7,653,717 Goodwill 19,645,468 19,645,468 Prepaid services/consulting agreements - long term 474,709 664,593 Right of use asset - 72,598 Other assets 260,721 253,650 Total Assets $ 31,575,515 $ 36,529,299 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts payable $ 8,806,937 $ 9,595,006 Accrued expenses 2,937,271 3,546,896 Accrued interest to related party 459,496 65,437 Premium finance loan payable 117,145 339,890 Deferred revenues 346,529 346,529 Long term debt, current portion 1,986,940 2,091,735 Long term debt, current portion – related party 2,729,200 - Operating lease liability, current portion 24,765 72,727 Other current liabilities 2,583 - Total Current Liabilities 17,410,866 16,058,220 Long term debt to related parties, net 13,849,183 39,728 Long term debt - 16,916,705 Total Liabilities 31,260,049 33,014,653 Commitments and Contingencies - - Shareholders’ Equity Convertible preferred stock, par value $ 0.01 , 20,000,000 shares authorized Series A-1, 2,000,000 shares authorized, 1,200,000 shares issued and outstanding at June 30, 2021 and December 31, 2020 12,000 12,000 Series B-1, 6,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2021 and December 31, 2020 - - Series E, 2,500,000 shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020 25,000 25,000 Series F, 4,344,017 shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020 43,440 43,440 Common stock, par value $ 0.01 , 324,000,000 shares authorized, 121,816,416 and 118,162,150 issued and 120,991,241 and 117,336,975 outstanding at June 30, 2021 and December 31, 2020, respectively 1,218,165 1,181,622 Treasury stock, at cost; 825,175 shares at June 30, 2021 and December 31, 2020 ( 219,837 ) ( 219,837 ) Additional paid-in capital 99,480,977 96,427,166 Accumulated deficit ( 100,130,666 ) ( 93,932,080 ) Accumulated other comprehensive loss ( 113,613 ) ( 22,665 ) Total shareholders’ equity 315,466 3,514,646 Total Liabilities and Shareholders’ Equity $ 31,575,515 $ 36,529,299 See accompanying notes to unaudited condensed consolidated financial statements 4 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Revenues Advertising $ 2,433,415 $ 2,273,940 $ 4,833,135 $ 4,544,126 Cost of revenue Advertising 1,476,108 1,097,504 2,842,951 2,920,586 Gross profit 957,307 1,176,436 1,990,184 1,623,540 Selling, general and administrative expenses 4,749,835 5,584,288 9,024,269 9,160,138 Loss from operations ( 3,792,528 ) ( 4,407,852 ) ( 7,034,085 ) ( 7,536,598 ) Other income (expense) Gain on forgiveness of PPP loan - - 1,706,735 - Other income (expense) ( 82,357 ) - 39,473 ( 215 ) Interest income (expense) ( 75,211 ) ( 82,261 ) ( 336,206 ) ( 71,268 ) Interest expense - related party ( 539,215 ) ( 2,023 ) ( 574,503 ) ( 4,046 ) Total other income (expense) ( 696,783 ) ( 84,284 ) 835,499 ( 75,529 ) Net loss before tax ( 4,489,311 ) ( 4,492,136 ) ( 6,198,586 ) ( 7,612,127 ) Income tax benefit - 366,409 - 455,619 Net loss ( 4,489,311 ) ( 4,125,727 ) ( 6,198,586 ) ( 7,156,508 ) Preferred stock dividends Series A, Series E, and Series F preferred stock ( 89,958 ) ( 148,995 ) ( 178,936 ) ( 267,247 ) Net loss attributable to common shareholders $ ( 4,579,269 ) $ ( 4,274,722 ) $ ( 6,377,522 ) $ ( 7,423,755 ) Other comprehensive loss $ ( 82,324 ) $ - $ ( 113,613 ) $ - Comprehensive loss $ ( 4,661,593 ) $ ( 4,274,722 ) $ ( 6,491,135 ) $ ( 7,423,755 ) Basic and diluted net loss per share $ ( 0.04 ) $ ( 0.04 ) $ ( 0.05 ) $ ( 0.07 ) Weighted average shares outstanding - basic and diluted 120,353,074 107,427,197 119,652,844 106,148,084 See accompanying notes to unaudited condensed consolidated financial statements 5 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY For the Six Months Ended June 30, 2021 and 2020 (Unaudited) Preferred Stock Common Stock Treasury Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Loss Equity Balance, December 31, 2020 8,044,017 $ 80,440 118,162,150 $ 1,181,622 ( 825,175 ) $ ( 219,837 ) $ 96,427,166 $ ( 93,932,080 ) $ ( 22,665 ) $ 3,514,646 Net loss — — — — — — — ( 1,709,275 ) ( 1,709,275 ) Series A-1, E and F preferred stock dividend — — — — — — ( 88,978 ) — — ( 88,978 ) Stock option vesting expense 68,294 68,294 Issuance of common stock: Options exercise — — 100,000 1,000 — — 12,900 — — 13,900 Warrants exercise 25,000 250 9,750 10,000 Adjustment from foreign currency translation, net ( 8,624 ) ( 8,624 ) To Oceanside personnel as part of acquisition agreement — — 379,266 3,793 — — 603,033 — — 606,826 To Centre Lane Partners as part of debt financing To Centre Lane Partners as part of debt financing , shares Units consisting of one share of common stock and one warrant issued for cash Units consisting of one share of common stock and one warrant issued for cash , shares Acquisition of Wild Sky Acquisition of Wild Sky , shares Services rendered Services rendered , shares Balance, March 31, 2021 (unaudited) 8,044,017 $ 80,440 118,666,416 $ 1,186,665 ( 825,175 ) $ ( 219,837 ) $ 97,032,165 $ ( 95,641,355 ) $ ( 31,289 ) $ 2,406,789 Net loss ( 4,489,311 ) ( 4,489,311 ) Series A-1, E and F preferred stock dividend ( 89,958 ) ( 89,958 ) Stock option vesting expense - - - - - - 73,214 - - 73,214 Issuance of common stock: To Centre Lane Partners as part of debt financing 3,150,000 31,500 - 2,465,556 2,497,056 Adjustment for currency translation ( 82,324 ) ( 82,324 ) Balance, June 30, 2021 (unaudited) 8,044,017 $ 80,440 121,816,416 $ 1,218,165 ( 825,175 ) $ ( 219,837 ) $ 99,480,977 $ ( 100,130,666 ) $ ( 113,613 ) $ 315,466 6 Preferred Stock Common Stock Treasury Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Loss Equity Balance, December 31, 2019 8,044,017 $ 80,440 100,782,956 $ 1,007,830 — $ — $ 84,265,623 $ ( 21,217,658 ) $ — $ 64,136,235 Net loss — — — — — — — ( 3,030,781 ) — ( 3,030,781 ) Series A-1, E and F preferred stock dividend — — — — — — ( 89,137 ) — — ( 89,137 ) Stock option vesting expense — — — — — — 36,595 36,595 Issuance of common stock: Services rendered — — 1,370,000 13,100 — — 2,111,021 — — 2,124,121 Units consisting of one share of common stock and one warrant issued for cash — — 5,117,500 51,175 — — 2,123,762 — — 2,174,937 Balance, March 31, 2020 (unaudited) 8,044,017 $ 80,440 107,270,456 $ 1,072,105 — $ — $ 88,447,864 $ ( 24,248,439 ) $ — $ 65,351,970 Balance 8,044,017 $ 80,440 107,270,456 $ 1,072,105 — $ — $ 88,447,864 $ ( 24,248,439 ) $ — $ 65,351,970 Net loss ( 4,125,727 ) ( 4,125,727 ) Series A-1, E and F preferred stock dividend ( 89,958 ) ( 89,958 ) Stock option vesting expense - - - - 41,499 - - 41,499 Issuance of common stock: Acquisition of Wild Sky 2,500,000 25,000 3,700,000 3,725,000 Units consisting of one share of common stock and one warrant issued for cash, net of costs 1,025,000 10,250 425,375 435,625 Services rendered 600 - 113,400 114,000 Balance, June 30, 2020 (unaudited) 8,044,017 $ 80,440 110,795,456 $ 1,107,955 — $ — $ 92,638,181 $ ( 28,374,166 ) $ — $ 65,452,411 Balance 8,044,017 $ 80,440 110,795,456 $ 1,107,955 — $ — $ 92,638,181 $ ( 28,374,166 ) $ — $ 65,452,411 See accompanying notes to unaudited condensed consolidated financial statements 7 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Six Months Ended June 30, 2021 2020 Cash flows from operating activities: Net loss $ ( 6,198,586 ) $ ( 7,156,508 ) Adjustments to reconcile net loss to net cash used in operations: Depreciation 34,534 10,179 Amortization of debt discount 145,444 6,981 Amortization 792,533 1,969,143 Stock option compensation expense 141,507 78,094 Warrant expense for services rendered 10,000 - Stock issued for services - 91,718 Stock compensation for Oceanside shares 606,826 - Non-cash acquisition fee - 275,000 Change in deferred taxes - ( 455,619 ) Non-cash compensation for services - ( 90,000 ) Write off doubtful accounts ( 239,575 ) - Gain on forgiveness of PPP loan ( 1,706,735 ) - Provision (Recovery) for bad debt ( 141,070 ) 773,944 Changes in operating assets and liabilities: Accounts receivable 4,395,054 1,395,191 Prepaid expenses and other current assets 352,384 59,337 Prepaid services/consulting agreements - 215,682 Other assets ( 7,069 ) 212,230 Right of use asset and lease liability ( 129 ) ( 7,485 ) Accounts payable ( 807,053 ) ( 735,890 ) Accrued expenses 133,846 407,585 Accrued interest – related party 429,059 4,046 Deferred revenues - 40,757 Net cash (used) provided by operating activities ( 2,059,030 ) ( 2,905,615 ) Cash flows from investing activities: Purchase of property and equipment ( 5,337 ) ( 4,055 ) Cash acquired from acquisition of Wild Sky - 1,357,669 Net cash (used in) investing activities ( 5,337 ) 1,353,614 Cash flows from financing activities: Proceeds from issuance of common stock, net - 2,170,562 Payments of premium finance loan payable ( 222,745 ) ( 108,782 ) Dividend payments 2,522 ( 55,007 ) Principal payments received (funded) for notes receivable ( 6,977 ) 28,597 Proceeds from stock option exercises 13,900 - Proceeds from PPP loan 1,137,140 464,800 Proceeds from debt financing 1,500,000 - Net cash (used) provided by financing activities 2,423,840 2,500,170 Net increase in cash and cash equivalents 359,473 948,169 Cash and cash equivalents at the beginning of period 736,046 957,013 Cash and cash equivalents at end of period $ 1,095,519 $ 1,905,182 See accompanying notes to unaudited condensed consolidated financial statements 8 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS June 30, 2021 (Unaudited) For the Six Months Ended June 30, 2021 2020 Supplemental disclosure of cash flow information Cash paid for Interest $ - $ 4,046 Non-cash investing and financing activities Premium finance loan payable recorded as prepaid $ $ 87,461 Issuance of common stock payable to Spartan Capital for consulting services $ - $ 2,122,400 Issuance of common stock to Centre Lane for debt issuance $ 2,497,056 $ - Non-cash acquisition of Wild Sky assets $ - $ 5,469,625 Non-cash acquisition of Wild Sky liabilities $ - $ 3,388,579 Non-cash acquisition of intangible assets of Wild Sky $ - $ 8,335,300 Non-cash acquisition of goodwill of Wild Sky $ - $ 9,725,559 Common stock issued for acquisition of Wild Sky $ - $ 3,725,000 Long term debt from acquisition of Wild Sky $ - $ 16,416,905 See accompanying notes to unaudited condensed consolidated financial statements 9 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES . Organization and Nature of Operations Bright Mountain Media, Inc. (the “Company” or “Bright Mountain” or “We”) is a Florida corporation formed on May 20, 2010. Its wholly owned subsidiary, Bright Mountain LLC, was formed as a Florida limited liability company in May 2011. Its wholly owned subsidiary, Bright Mountain, LLC (“BMLLC”) F/K/A Daily Engage Media Group, LLC (“Daily Engage”) was formed as a New Jersey limited liability company in February 2015. In August 2019, Bright Mountain Israel Acquisition, an Israeli company was formed and acquired the wholly owned subsidiary Slutzky & Winshman Ltd. (“S&W”) which then changed its name to Oceanside Media LLC (“Oceanside”), see Note 4. Further, on November 18, 2019, Bright Mountain, through its wholly owned subsidiary BMTM2, Inc., a Florida corporation, acquired News Distribution Network, Inc. (“NDN”), a Delaware company, which then changed its name to MediaHouse, Inc. (“MediaHouse”). On June 1, 2020, Bright Mountain acquired the wholly owned subsidiary CL Media Holdings, LLC D/B/A “Wild Sky Media” (“Wild Sky”). When used herein, the terms “BMTM, the “Company,” “we,” “us,” “our” or “Bright Mountain” refers to Bright Mountain Media, Inc. and its subsidiaries. The Company is engaged in operating a proprietary, end-to-end digital media and advertising services platform designed to connect brand advertisers with demographically-targeted consumers – both large audiences and more granular segments – across digital, social and connected television (CTV) publishing formats. We define “end-to-end” as our process for taking ad buying from beginning to end, delivering a complete functional solution, usually without requiring any involvement from a third party. Through acquisitions and organic software development initiatives, we have consolidated and plan to further condense key elements of the prevailing digital advertising supply chain through the elimination of industry “middlemen” and/or costly redundancy of services via our ad exchange network. Our aim is to enable and support a streamlined, end-to-end advertising model that addresses both demand (ad buy side) and supply (media sell side) for both direct sales teams and programmatic sales and publishing of digital advertisements that reach specific target audiences based on what, where, when and how that specific target audience elects to access certain web and/or streaming video content. Programmatic advertising relies on computer programs to use data and proprietary algorithms to select which ads to buy and for what price, while direct sales involve traditional interpersonal contact between ad buyers and advertising sales representative(s). By selling advertisements on our current portfolio of 20 owned and operated websites and 13 CTV apps, coupled with acquisition or development of other niche web properties in the future, we are building depth in specific demographic verticals that allow us to package audiences into targeted consumer categories valued by advertisers. Oceanside provides digital performance-based marketing services to customers which include primarily advertisers and advertising agencies that promote or sell products and/or services to consumers through digital media. MediaHouse partners with content producers and online news market websites to distribute video and banner advertisements throughout the United States of America (“U.S.”). Wild Sky owns and operates a collection of websites that offer significant global reach through its content and niche audiences and has become a wholly-owned subsidiary of the Company. Wild Sky is the home to parenting and lifestyle brands. NOTE 2 - GOING CONCERN . The accompanying condensed consolidated financial statements have been prepared and are presented assuming the Company’s ability to continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained a net loss of $ 6,198,586 , used cash from operating activities of $ 2,059,030 for the six months ended June 30, 2021, and has an accumulated deficit of $ 100,130,666 at June 30, 2021 that raise substantial doubt about its ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues, control its expenses and its ability to continue obtaining investment capital and loans from related parties and outside investors to sustain its current level of operations. Management continues raising capital through private placements and is exploring additional avenues for future fund-raising through both public and private sources. The Company is not currently involved in any binding agreements to raise private equity capital. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 10 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES . Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements. The accompanying unaudited financial statements for the three and six months ended June 30, 2021 and 2020 have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applicable to interim financial information and the requirements of Form 10-Q and Article 8 of Regulation S-X of the Securities Act of 1933. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete consolidated financial statements. In the opinion of management, such condensed consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the condensed consolidated financial position and the condensed consolidated results of operations. The condensed consolidated results of operations for periods presented are not necessarily indicative of the results to be expected for the full year or any future periods. The condensed consolidated balance sheet information as of December 31, 2020 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on December 23, 2021. The interim condensed consolidated financial statements should be read in conjunction with that report. Revenue Recognition The Company recognizes revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) . The Company recognizes revenues at a point-in-time when control of services is transferred to the customer. Cash received by the Company prior to when control of services is transferred to the customer is recorded as deferred revenue. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the advertising services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the advertising services promised within each contract and determines those that are performance obligations and assesses whether each promised advertising service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation based on relative fair values, when (or as) the performance obligation is satisfied. The Company recognizes revenue from its own advertising platform, ad network partners and websites (“Ad Network”) through its publishing advertiser impressions and pay-for-click services. the Company’s owned and operated sites, our ad network, or platforms. Invalid traffic on the Ad Network may impact the amount collected and adjusted by our Ad Network. The Company has one revenue stream generated directly from publishing advertisements, whether on the Company’s owned and operated sites, our ad network, or platforms. The revenue is earned when the website visitors view or click the published website advertisements. Specific revenue recognition criteria for the advertising revenue stream is as follows: ● Advertising revenues are generated by website visitors viewing or “clicking” on website advertisements utilizing direct-sold campaigns or several ad network partners. ● Revenues are recognized net of adjustments based on the traffic generated and is billed monthly. The Company subsequently settles these transactions with publishers at which time adjustments for invalid traffic may impact the amount collected. There are no significant initial costs incurred to obtain contracts with customers, and no contract assets or contract liabilities recorded in our condensed consolidated financial statements. 11 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). Leases The Company records leases in accordance with FASB ASC Topic 842, Leases . The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the remaining lease terms as of January 1, 2019. Since the Company’s lease agreements does not provide an implicit rate, the Company estimated an incremental borrowing rate based on the information available on January 1, 2019 in determining the present value of lease payments. Operating lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectations regarding the terms. Variable lease costs such as operating costs and property taxes are expensed as incurred. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our condensed consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our condensed consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. Significant estimates included in the accompanying condensed consolidated financial statements include revenue recognition, the fair value of acquired assets for purchase price allocation in business combinations, valuation of goodwill and intangible assets, estimates of amortization period for intangible assets, estimates of depreciation period for fixed assets, the valuation of equity-based transactions, and the valuation allowance on deferred tax assets. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are all maintained in bank accounts in the U.S. and other foreign countries in which the Company operates. Cash maintained in bank accounts outside of the U.S. is not significant. Credit Risk The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Thailand and Israel, which are not insured. During the periods ended June 30, 2021, June 30, 2020, and the year ended December 31, 2020, we have not incurred material losses on these uninsured accounts. The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC Topic 820, Fair Value Measurement and Disclosures (“ASC 820”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement. 12 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, accrued expenses, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. We adopted accounting guidance for fair values measurements and disclosures (ASC 820). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Financial instruments recognized in the condensed consolidated balance sheets consist of cash, accounts receivable, prepaid expenses and other current assets, note receivable, accounts payable, accrued expenses and premium finance loan payable. The Company believes that the carrying value of its current financial instruments approximates their fair values due to the short-term nature of these instruments. The carrying value of long-term debt to related parties and long-term debt to others approximates the current borrowing rate for similar debt instruments. The following are the major categories of liabilities measured at fair value on a recurring basis for the six months ended June 30, 2021, using significant unobservable inputs (Level 3): Fair Value measurement using Level 3 SCHEDULE OF FAIR VALUE OF LIABILITIES ON RECURRING BASIS Balance at December 31, 2020 $ 16,916,705 Reclassification (1) ( 464,800 ) Balance at March 31, 2021 $ 16,451,905 Extinguishment (2) ( 16,451,905 ) Acquisition debt, Wild Sky, related party 17,376,834 Addition: Related party debt (3) 2,285,000 Addition: Related part debt (4) 80,000 Total Debt 19,741,834 Less: debt discount, related party (5) ( 3,163,451 ) Less: current portion of long-term debt, related party ( 2,729,200 ) Balance at June 30, 2021 $ 13,849,183 (1) Related to reclass of PPP loan (2) Centre Lane determined to be related party (See note 14) and applying ASC 470 guidance (3) Centre Lane debt financing on May 26, 2021 (4) Note payable to the Company’s Chairman of the Board (5) Debt discount for Centre Lane debt and Note payable to the Company’s Chairman of the Board 13 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). Off balance sheet arrangements Notes Payable and related potential liabilities are excluded from the balance sheet when there are significant uncertainties associated with the likelihood that the liabilities will be paid in full or until such time that the amount of the liability can be reasonably determined or estimated. Due to uncertainties associated with certain Notes Payable resulting from the acquisition of S&W, the Company has not included the value of those Notes Payable within the purchase price and/or related assets acquired in the acquisition. These off-balance sheet arrangements are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. Accounts Receivable Accounts receivable represent receivables from customers in the ordinary course of business. These are recorded at invoices amount on the date revenue is recognized. Receivables are recorded net of the allowance for doubtful accounts in the accompanying condensed consolidated balance sheets. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. The Company is also subject to adjustments from traffic settlements that are deducted from open invoices. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. As of June 30, 2021 and December 31, 2020, the Company has recorded an allowance for doubtful accounts of $ 366,929 and $ 774,826 , respectively. The accounts receivable balance at January 1, 2020 amounted to $ 3,967,899 . Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets. Leasehold improvements are amortized over the lesser of the lease term or the useful life of the improvements. Website Development Costs The Company accounts for its website development costs in accordance with FASB ASC 350-50, Website Development Costs . These costs, if any, are included in intangible assets in the accompanying condensed consolidated financial statements. Upgrades or enhancements that add functionality are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website development costs over an estimated life of five years. As of June 30, 2021, all website development costs have been expensed. 14 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). Amortization and Impairment of Long-Lived Assets The Company evaluates long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to forecasted undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For long-lived assets held for sale, assets are written down to fair value, less cost to sell. Fair value is determined based on discounted cash flows, appraised values or management’s estimates, depending upon the nature of the assets. Stock-Based Compensation The Company accounts for share-based compensation related to instruments issued to employees and non-employees under GAAP, which requires the measurement and recognition compensation costs for all equity-based payment awards based on estimated fair values. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company estimates the fair value of stock options by using the Black-Scholes option-pricing model. Share-based compensation expense is included in selling, general and administrative expenses on the accompanying condensed consolidated statement of operations. We have elected to account for forfeitures as they occur. Advertising, Marketing and Promotion Costs Advertising, marketing and promotion expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying statement of operations. For the three months ended June 30, 2021 and 2020, advertising, marketing and promotion expense was $ 16,087 and $ 11,994 , respectively. For the six months ended June 30, 2021 and 2020, advertising, marketing and promotion expense was $ 28,702 and $ 23,850 , respectively. Foreign currency translation Assets and liabilities of the Company’s Israeli subsidiary are translated from Israeli shekels to United States dollars at exchange rates in effect at the balance sheet date. Income and expenses are translated at the exchange rates for the weighted average rates for the period. The translation adjustments for the reporting period will be included in our statements of comprehensive income. Based on the foreign subsidiaries’ activities the impact of the currency exchange is immaterial for the six months ended June 30, 2021 and 2020. Income Taxes The Company follows the provisions of FASB ASC 740-10, Income Taxes – Overall (“ASC 740-10”). When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax expenses are recognized as tax expenses in the Statement of Operations. As of June 30, 2021, tax years 2017 through 2020 remain open for Internal Revenue Service (“IRS”) audit. The Company has not received any notice of audit or notifications from the IRS for any of the open tax years. 15 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). Concentrations The Company generates revenues from through Ad Exchange Networks and through our Owned and Operated Ad Exchange Network. There was one customer who accounted for approximately 12 % of the revenues for the three months ended June 30, 2021. There was one customer who accounted for approximately 12% of revenues for the six months ended June 30, 2021. No other customer was over 10 % of revenues for the six months ended June 30, 2021. There were no customers which accounted for accounts receivable in excess of 10 % at June 30, 2021. There was one vendor who accounted for approximately 7 % of the accounts payable due at June 30, 2021. There was one large customer who accounted for approximately 18 % of the revenues for the three months ended June 30, 2020. There were no customers who represented more than 10 % of revenues for the six months ended June 30, 2020. There were two large customers who accounted for accounts receivable of approximately 11 % and 12 %, respectively, at June 30, 2020. There was one vendor who accounted for approximately 11 % of the accounts payable due at June 30, 2020. Credit Risk The Company maintains certain of its cash balances in various U.S. banks, which at times, may exceed federally insured limits. The Company has not incurred any losses on these accounts. In addition, the Company maintains various bank accounts in Thailand, which are not insured. During the three and six months ended June 30, 2021 and 2020, we have not incurred material losses on these uninsured accounts. The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. The Company performs ongoing evaluations of its trade accounts receivable customers and generally does not require collateral. Concentration of Funding Historically, the Company had a large portion of the funding provided through the sale of shares of the Company’s common stock with related warrants, however, during the three and six months ended June 30, 2021 no funding through the sale of shares occurred. Basic and Diluted Net Earnings (Loss) Per Common Share Earnings (loss) per share is calculated and reported under the “two-class” method. The “two-class” method is an earnings allocation method under which earnings per share is calculated for each class of common stock and participating security considering both dividends declared or accumulated and participation rights in undistributed earnings as if all such earnings had been distributed during the period. The Company has convertible preferred stock which have a right to participate in dividends; these are deemed to be participating securities. During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company. When applicable, basic earnings (loss) per share is calculated by dividing net income, after deducting dividends on convertible preferred stock and participating securities as well as undistributed earnings allocated to participating securities, by the average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated in a similar manner after consideration of the potential dilutive effect of common stock equivalents on the average number of common shares outstanding during the period. Common stock equivalents include warrants and stock options. Common stock equivalents are calculated based upon the treasury stock method using an average market price of common shares during the period. Dilution is not considered when a net loss is reported. Common stock equivalents that have an antidilutive effect are excluded from the computation of diluted earnings per share. Segment Information The Company currently operates in one reporting segment. The services segment is focused on producing advertising revenue generated by users “clicking” on website advertisements utilizing several ad network partners, and direct advertisers and subscription revenue generated by the sale of access to career postings on one of our websites, however the latter, is insignificant. 16 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (amended by ASU 2019-10), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments, which replaces the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company is required to adopt the new guidance on January 1, 2023. The Company is currently evaluating the impact this guidance will have on the condensed consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-04 (amended by ASU 2019-10), Intangibles – Goodwill and other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the test for goodwill impairment by removing the second step of the test. There is a one-step qualitative test and does not amend the optional qualitative assessment of goodwill impairment. The new standard is effective January 1, 2023 and is not expected to have a material impact on the Company’s condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. The new standard is effective January 1, 2024 (early adoption is permitted, but not earlier than January 1, 2021). The new standard is not expected to have a material impact on the Company’s condensed consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (“IBORs”) and, particularly, the risk of cessation of the LIBOR, regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. This accounting standards update provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This new guidance may be adopted by the Company no later than December 1, 2022, with early adoption permitted. The potential adoption of this guidance is not expected to have a material impact on the condensed consolidated financial statements. NOTE 4 – ACQUISITIONS Wild Sky Media On June 1, 2020, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane”) to purchase 100 % of the membership interests of CL Media Holdings, LLC (“Wild Sky”). The Company issued 2,500,000 shares of restricted common stock to Centre Lane and Centre Lane issued a first lien senior secured credit facility of $ 16,451,905 . Per the credit facility with Center Lane, our loan payments began December 1, 2021. There is no prepayment penalty associated with this credit facility. Certain future capital raises do require partial or full prepayments of the credit facility. 17 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 4 – ACQUISITIONS (continued). The Agreement provides for a senior secured five-year loan in the initial principal amount of $ 16,451,905 . Pursuant to the Credit Agreement, the loan bears interest at six percent ( 6 %) payment–in-kind interest (“PIK Interest”) which will be added to the outstanding principal balance. The Credit Agreement provides for no amortization for the first 18 months and 10% thereafter. Amortization is payable in equal quarterly installments on the principal balance after adding the PIK Interest with a bullet payment due at maturity on June 1, 2025. The loan under the Credit Agreement may be prepaid in minimum amounts $ 250,000 . The loan balance can be prepaid with no penalty. The loan is guaranteed by Bright Mountain and certain of its domestic subsidiaries of which became party to a Guarantee Agreement dated as of the Effective Date and each domestic subsidiary that, subsequent to the Effective Date, becomes a subsidiary. The Credit Agreement contains negative covenants that, subject to certain exceptions, limits the ability of Bright Mountain and its subsidiaries to, among other things, incur debt, engage in new lines of business, incur liens, engage in mergers, consolidations, liquidations and dissolutions, dispose of assets of Bright Mountain and its subsidiaries, make investments, loans, advances, guarantees and acquisitions. Any equity raised up to $ 15,000,000 in the first one-hundred eighty days from the Credit Agreement is excluded from the loan balance prepayment requirements. Effective upon the closing of the Wild Sky Purchase Agreement, the Company agreed to pay Spartan Capital Securities LLC (“Spartan Capital”), a broker-dealer and member of FINRA, a finder’s fee in the form of Company common stock. Spartan Capital was issued 610,000 shares (valued at $ 908,900 ) in December 2020. The allocation of the purchase price to the assets acquired and liabilities assumed based on management’s estimate of fair values at the date of acquisition as follows: SCHEDULE OF PURCHASE PRICE ALLOCATION TO ASSETS ACQUIRED AND LIABILITIES ASSUMED June 1, 2020 Tangible assets acquired Cash & cash equivalents $ 1,651,509 Accounts receivable, net 2,887,282 Prepaid expense 484,885 Fixed assets, net 124,575 Other assets 321,374 Intangible assets acquired: Tradename – Trademarks 2,360,300 IP/Technology 1,412,000 Customer relationships 4,563,000 Less: Liabilities assumed Accounts payable ( 922,153 ) Accrued expenses ( 524,188 ) Other current liabilities ( 235,503 ) Long term loan payable – PPP ( 1,706,735 ) Less: Deferred tax liability ( 247,577 ) Net assets acquired 10,168,769 Goodwill 9,973,136 Total purchase price $ 20,141,905 The table below summarizes the value of the total consideration given in the transaction: SCHEDULE OF TOTAL CONSIDERATION TRANSACTION Amount Debt issued $ 16,416,905 Shares issued 3,725,000 Total consideration $ 20,141,905 18 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 5 – PREPAID COSTS AND EXPENSES . At June 30, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2021 December 31, 2020 Prepaid insurance $ 118,874 $ 386,206 Prepaid consulting service agreements – Spartan (1) 379,773 379,771 Prepaid expenses – other 279,066 174,237 Prepaid expenses and other current assets $ 777,713 $ 940,214 (1) Spartan Capital is a broker-dealer that has assisted the Company with a range of services including capital raising activities, M&A advisory, and consulting services. The Company has a five-year agreement with Spartan Capital for the provision of such services and any prepayments made under the terms of this agreement starting October 2018 were capitalized and amortized over the remaining life of the agreement. NOTE 6 – PROPERTY AND EQUIPMENT . At June 30, 2021 and December 31, 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Useful Life (Years) June 30, 2021 December 31, 2020 Furniture and fixtures 3 - 5 $ 79,431 $ 80,844 Leasehold improvements 3 - 1,388 Computer equipment 3 216,004 176,641 Total property and equipment 295,435 258,873 Less: accumulated depreciation ( 211,382 ) ( 145,623 ) Total property and equipment, net $ 84,053 $ 113,250 Depreciation expense for the three months ended June 30, 2021 and 2020, was $ 16,487 and $ 4,926 , respectively. Depreciation expense for the six months ended June 30, 2021 and 2020, was $ 34,534 and $ 10,179 , respectively. NOTE 7 – WEBSITE ACQUISITION AND INTANGIBLE ASSETS . At June 30, 2021 and December 31, 2020, respectively, website acquisitions, net consisted of the following: SCHEDULE OF WEBSITE ACQUISITIONS, NET June 30, 2021 December 31, 2020 Website acquisition assets $ 1,124,846 $ 1,124,846 Less: accumulated amortization ( 919,650 ) ( 918,850 ) Less: cumulative impairment loss ( 200,396 ) ( 200,396 ) Website Acquisition Assets, net $ 4,800 $ 5,600 At June 30, 2021 and December 31, 2020, respectively, intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Useful Lives June 30, 2021 December 31, 2020 Trade name 5 years $ 3,749,600 $ 3,749,600 Customer relationships 5 years 16,184,000 16,184,000 IP/Technology 5 years 7,223,000 7,223,000 Non-compete agreements 3 - 5 years 1,154,500 1,154,500 Total Intangible Assets $ 28,311,100 $ 28,311,100 Less: accumulated amortization ( 4,962,187 ) ( 4,170,454 ) Less: accumulated impairment loss ( 16,486,929 ) ( 16,486,929 ) Intangible assets, net $ 6,861,984 $ 7,653,717 Amortization expense for the three months ended June 30, 2021 and 2020 was $ 395,868 and $ 1,029,680 , respectively, related to both the website acquisition costs and the intangible assets. Amortization expense for the six months ended June 30, 2021 and 2020 was $ 791,733 and $ 1,944,267 , respectively, related to both the website acquisition costs and the intangible assets. During 2020, the finite lived intangible assets associated with Oceanside and MediaHouse were tested for impairment valuation based on indicators of impairment noted by management, including decreased revenues. Primarily resulting from the COVID-19 global pandemic when many companies in various industries were forced to restructure their advertising budgets and spending. The fair value of the respective assets was determined based on the projected future cash flows associated with the respective assets. These fair values were compared with the carrying values of the respective assets to determine if an impairment of the respective assets was warranted. It was determined that the carrying values of the finite lived intangible assets associated with Oceanside did not exceed the respective fair values of the assets, therefore no revaluation associated with these assets has been recognized. It was determined that the finite lived intangible assets associated with MediaHouse were deemed impaired based on an analysis of the carrying values and fair values of the assets. In September 2020, the Company recorded an impairment expense of $ 16,486,929 within intangible assets impairment expense on the condensed consolidated statement of operations. 19 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 8 – GOODWILL The following table presents changes to goodwill from December 31, 2020 through June 30, 2021: SCHEDULE OF CHANGES GOODWILL Owned & Operated Ad Network Total December 31, 2020 goodwill $ 9,725,559 $ 9,919,909 $ 19,645,468 June 30, 2021 goodwill $ 9,725,559 $ 9,919,909 $ 19,645,468 Goodwill is tested for impairment at least annually and if triggering events are noted prior to the annual assessment. Impairment is deemed to occur when the carrying value of the Goodwill associated with the reporting unit exceeds the implied value of the Goodwill associated with the reporting unit. The year 2020 has been marked by the COVID-19 Global pandemic when many companies in various industries were forced to restructure their advertising budgets and spending. This is evidenced by the reduced revenues from our customers in comparison with the 2019 year. The fair value of the respective reporting units was determined based on both the Income Approach (Discount Cash Flows) and the Market Multiples Approach. In September 2020, it was determined that the carrying value of the Goodwill associated with the Owned & Operated reporting unit was not deemed impaired; while recorded goodwill associated with the Ad Network reporting unit exceeded the fair value of the Goodwill and in September 2020, the Company recorded an impairment of $ 42,279,087 . NOTE 9 – ACCRUED EXPENSES . At June 30, 2021 and December 31, 2020, accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES June 30, 2021 December 31, 2020 (unaudited) Accrued interest – related party $ 459,496 $ 581,888 Accrued salaries and benefits 1,237,321 1,237,909 Accrued dividends 632,370 455,956 Accrued traffic settlement (1) 10,254 10,254 Accrued legal settlement (2) 216,101 117,717 Accrued legal fees 199,639 113,683 Accrued other professional fees 194,550 206,613 Share issuance liability (4) 65,129 515,073 Accrued warrant penalty (3) 366,899 262,912 Other accrued expenses 15,008 44,891 Total accrued expenses $ 3,396,767 $ 3,546,896 (1) The Company negotiates with its publishing partners regarding questionable traffic to arrive at traffic settlements. (2) Accrued legal settlement related to the Encoding legal matter. Refer to Note 11. (3) The Company has sold units of its securities to various investors in several private placements. As part of each private placement, the Company agreed to file a registration statement with the SEC to register the resale of the shares by the respective holder in order to permit the public resale; such filing deadlines ranged from 120 to 270 days following the closing date of the respective placement and the Company was liable to pay a penalty fee for failure to file the resale registration statement within the allotted timeframe. (4) Share issuance liability related to issuance of the Company’s common stock in connection with the Oceanside, MediaHouse and Wild Sky acquisitions and Oceanside employee share issuances. 20 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 10 – NOTES PAYABLE Long-term debt to related parties Centre Lane Partners Master Credit Fund II, L.P. (“Center Lane Partners”), who sold the Company the Wild Sky business in June 2020 (See below) has partnered and assisted the Company from a liquidity perspective starting in April 2021. This relationship has been determined to qualify as a related party. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. Effective June 1, 2020, we entered into a membership interest purchase agreement to acquire 100 % of Wild Sky. The seller issued a first lien senior secured credit facility totaling $ 16,451,905 , which consisted of $ 15,000,000 of initial indebtedness, repayment of Wild Sky’s existing accounts receivable factoring facility of approximately $ 900,000 and approximately $ 500,000 of expenses. The note bears interest at a rate of 6.0 % per annum. Per the credit facility with the seller, our loan payments begin December 1, 2021. There is no prepayment penalty associated with this credit facility. Certain future capital raises do require partial or full prepayments of the credit facility. The membership interest purchase included a requirement that the opinion of the financial statements as of and for the year ended December 31, 2020 not include a “going concern opinion.” The Company defaulted on this requirement and on April 26, 2021, the Company obtained a waiver of this requirement from the lender. On April 26, 2021, the Company and certain of its subsidiaries entered into a First Amendment to Amended and Restated Senior Secured Credit Agreement (the “First Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020 (the “Credit Agreement”). The Credit Agreement was amended to permit the Company to raise up to $ 6,000,000 of total cash proceeds from the sale of its preferred stock prior to December 31, 2021 without having to make a mandatory prepayment of the loans (the “Loans”) under the Credit Agreement. The interest rate on the Loans after April 26, 2021 was increased to 10.00 % per annum from 6.00 %, which can continue to be paid in-kind in lieu of cash payment. In addition, the Company may issue up to $ 800,000 in dividends from the previous limit of $ 500,000 per annum. In addition, the Company has issued 150,000 common shares to Centre Lane Partners as part of this transaction. On May 26, 2021, the Company and certain of its subsidiaries entered into a Second amendment to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners (“the Second Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020, as amended the Credit Agreement. The Credit Agreement was amended to provide for an additional loan amount of $ 1.5 million, in the aggregate. This term loan shall be repaid by December 31, 2021. In addition, and as part of the transaction, there is an Exit Fee (“the Exit Fee”) totaling $ 0.750 million which will be added and capitalized to the principal amount of the original loan and the original loan terms apply. In addition, the Company has issued 3.0 million common shares to Centre Lane Partners as part of this transaction. As part of these transactions and given that Centre Lane was determined to be a related party, an independent fair value analysis was performed by the Company and all related transactions were recorded accordingly. As of the First Amendment dated April 26, 2021, the Company evaluated the debt for extinguishment or debt modification under FASB ASC 470-50, Debt – Modifications and Extinguishments, and determined extinguishment was applicable. Under the rules, the Company extinguished the debt, which included the capitalized interest through April 26, 2021, and recorded it net of the debt discount, including all applicable fees and stock issuances. The debt discount determined for the First Amendment totaled $ 2,363,986 and is amortized over the remaining life of the loan and is included in interest expense – related party on the accompanying condensed consolidated statement of operations or until the next debt modification or extinguishment is determined. For the Second Amendment, which occurred on May 26, 2021, the Company determined it was a debt modification. The Second Amendment provided the Company with debt financing of $ 1,500,000 , an Exit fee of $ 750,000 , and issuance of 3,000,000 shares of common stock issued to Centre Lane. The increment to the debt discount was $ 904,637 . This debt discount was added to the previously mentioned $ 2,363,986 debt discount for a total gross debt discount of $ 3,268,623 which will be amortized into the condensed consolidated statement of operations and included in the interest expense – related party over the remaining life of the loan or until the next debt modification or extinguishment is determined. Interest expense for note payable to related party for the three months ended June 30, 2021 and 2020 was $ 360,903 and $ 0 , respectively. Interest expense for note payable to related party for the six months ended June 30, 2021 and 2020 was $ 360,903 and $ 0 , respectively. 21 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 10 – NOTES PAYABLE (continued). On July 31, 2019, the Company executed a Share Exchange Agreement and Plan of Merger (the “Oceanside Merger Agreement”) with Slutzky & Winshman Ltd., an Israeli company (“Oceanside”) and the shareholders of Oceanside (the “Oceanside Shareholders”). The merger closed on August 15, 2019, and the Company acquired all of the outstanding shares of S&W. Pursuant to the terms of the Merger Agreement, we issued 12,513,227 shares valued at $ 20,021,163 to owners and employees of Oceanside and contingent consideration of $ 750,000 paid through the delivery of unsecured, interest free, one and two-year promissory notes (the “Closing Notes”). At the time of the acquisition and under ASC 805, these Closing Notes were recorded ratably as compensation expense into the statement of operations over the 24-month term and an accrued payable is being recognized over the same period. As of August 15, 2020, the Company did not make payment on the one year closing note and thereby defaulted on its obligation and the two-year closing note accelerated to become payable as of August 15, 2020. Upon default, the closing notes accrue interest at a 1.5 % per month rate, or 18 % annual rate. As a result, there was a total charge of $ 300,672 recorded during the third quarter of 2020 which was $ 250,000 of compensation expense and $ 50,672 of interest expense-related party. The total $ 750,000 liability is recorded in accrued expenses. Interest expense for note payable to related party for the three months ended June 30, 2021 and 2020 was $ 33,567 and $ 0 , respectively. Interest expense for note payable to related party for the six months ended June 30, 2021 and 2020 was $ 66,945 and $ 0 , respectively. During November 2018, the Company issued 10% convertible promissory notes in the amount of $ 80,000 to a related party, to our Chairman of the Board. The notes mature five years from issuance and is 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 exists on the date the convertible notes were issued whereby the fair value of the underlying common stock to which the notes are convertible into is in excess of the face value of the note of $ 70,000 . The principal balance of these notes payable was $ 80,000 at June 30, 2021 and December 31, 2020, and discounts recognized upon respective origination dates as a result of the beneficial conversion feature total $ 33,329 and $ 40,272 , respectively. At June 30, 2021 and December 31, 2020, the total convertible notes payable to related party net of discounts was $ 46,671 and $ 39,728 , respectively. Interest expense for note payable to related party was $ 2,023 for the three months ended June 30, 2021 and 2020 and discount amortization was $ 3,491 . Interest expense for note payable to related party for the six months ended June 30, 2021 and 2020 was $ 4,023 and $ 4,046 , respectively and discount amortization was $ 6,943 and $ 6,981 , respectively. Long-term debt On February 17, 2021, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), the Company entered into a promissory note of $ 295,600 with Regions Bank (the “Second Bright Mountain PPP Loan”) and has a two -year term and bears interest at a rate of 1.0 % per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The Second Bright Mountain PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains customary events of default provisions. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. This was the second tranche available under the PPP program. On March 23, 2021, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), the Company’s Wild Sky subsidiary entered into a promissory note of $ 841,540 with Holcomb Bank (the “Second Wild Sky PPP Loan”) and has a two-year term and bears interest at a rate of 1.0 % per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The Second Wild Sky PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains customary events of default provisions. Under the terms of the CARES Act, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. This was the second tranche available under the PPP program. 22 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 10 – NOTES PAYABLE (continued). On April 24, 2020, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), the Company entered into a promissory note of $ 464,800 with Regions Bank (the “Bright Mountain PPP Loan”) and has a two-year term and bears interest at a rate of 1.0 % per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains customary events of default provisions. Under the terms of the CARES Act, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. On January 28, 2021, the Company applied for the promissory note to be forgiven by the SBA in whole or in part; as of the date of this report, the Company that application is still in process. This loan was forgiven on July 16, 2021 by the Small Business Administration (SBA). For more information, see Note 16, Subsequent Events. Effective June 1, 2020, the Company acquired Wild Sky and assumed the $ 1,706,735 promissory note (the “Wild Sky PPP Loan”) with Holcomb Bank received under the PPP. The Wild Sky PPP Loan has a two-year term and bears interest at a rate of 1.0 % per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The Wild Sky PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Wild Sky PPP Loan contains customary events of default provisions. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. On January 22, 2021, the Company applied for the promissory note to be forgiven by the SBA in whole or in part and on March 29, 2021, the Company obtained the forgiveness of the Wild Sky PPP Loan in whole and recorded a non-cash gain on the PPP forgiveness during the three months ended March 31, 2021. At June 30, 2021 and December 31, 2020 a summary of the Company’s debt is as follows: SCHEDULE OF LONG-TERM DEBT June 30, 2021 December 31, 2020 Non-interest bearing BMLLC acquisition debt $ 385,000 $ 385,000 PPP loans 1,601,940 2,171,534 Wild Sky acquisition debt 17,376,834 16,451,906 Centre Lane debt 2,285,000 - Note payable debt to the Company’s Chairman of the Board 80,000 - Total Debt 21,728,774 19,008,440 Less: debt discount, related party ( 3,163,451 ) - Less: current portion of long-term debt ( 1,986,940 ) ( 2,091,735 ) Less: current portion of long-term debt, related party ( 2,729,200 ) - Long Term Debt $ 13,849,183 $ 16,916,705 The minimum annual principal payments of notes payable at June 30, 2021 were: SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION 2021 $ 2,486,533 2022 2,862,358 2023 2,287,791 2024 1,797,883 2025 12,294,208 Total $ 21,728,774 Premium Finance Loan Payable The Company generally finances its annual insurance premiums through the use of short-term notes, payable in 10 equal monthly installments. Coverages financed include Directors and Officers and Errors and Omissions with premiums financed in 2020 and 2019 of $ 380,398 and $ 194,592 , respectively. Total Premium Finance Loan Payable balance for the Company’s policies was $ 117,145 at June 30, 2021 and $ 339,890 at December 31, 2020. NOTE 11 – COMMITMENTS AND CONTINGENCIES . The Company leases its corporate offices at 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 under a long-term non-cancellable operating lease agreement expiring on October 31, 2021 . The lease terms require base rent payments of approximately $ 7,260 plus sales tax per month for the first twelve months commencing in September 2018, with a 3 % escalation each year. Included in other assets is a required security deposit of $ 18,100 . Rent is all-inclusive and includes electricity, heat, air-conditioning, and water. 23 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 11 – COMMITMENTS AND CONTINGENCIES (continued). The right-of-use asset and lease liability is as follows as of June 30, 2021 and December 31, 2020: SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITY June 30, 2021 December 31, 2020 Assets Operating lease right of use asset $ 24,765 $ 72,598 Liabilities Operating lease liability $ 24,765 $ 72,727 The Company’s non-lease components are primarily related to property maintenance and other operating services, which varies based on future outcomes and is recognized in rent expense when incurred and not included in the measurement of the lease liability. The Company did not have any variable lease payments for its operating lease for the three and six months ended June 30, 2021. The maturity of the Company’s operating lease liability for the 12 months ended June 30: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY 2021 $ 24,765 Total net lease liabilities $ 24,765 The following summarizes additional information related to the operating lease: SCHEDULE OF ADDITIONAL INFORMATION RELATED TO OPERATING LEASE June 30, 2021 Weighted-average remaining lease term 0.58 years Weighted-average discount rate 5.50 % For the three months ended June 30, 2021 and 2020, rent expense was $ 53,588 and $ 61,923 , respectively. For the six months ended June 30, 2021 and 2020, rent expense was $ 102,020 and $ 222,554 , respectively. 24 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 11 – COMMITMENTS AND CONTINGENCIES (continued). Legal From time-to-time, the Company may be involved in litigation or be subject to claims arising out of our operations or content appearing on our websites in the normal course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on our business. Under the covenants of the Placement Agent Agreement with Spartan Capital and as disclosed in the Placement Offering Memorandum, the Company was obligated to make a filing with a stock exchange to list the Company’s shares. The Company was to make such filing by a listing deadline and have stock exchange approval by a listing approval deadline. In the event the Company was unable to meet to deadlines, the investors in the Offering would be entitled to one additional share of common stock for each share purchased in the Offering provided, however, that such deadlines and obligations of the Company to issue additional shares would be extended for so long as the Company was able to demonstrate to the reasonable satisfaction of the Placement Agent, which consent shall not be reasonably withheld that it had acted in good-faith in attempting to list such securities which included responding to comments from such exchange. The Company believes it has acted in good-faith and has no obligation. No litigation has been filed by Spartan at this time or any of the shareholders in connection with the matter. For more information, see Note 16, Subsequent Events. In 2020, Synacor, Inc. commenced an action against MediaHouse, LLC, Inform, Inc. and the Company, alleging approximately $ 230,000 was owed based on invoices provided in 2019 in respect to that certain Content Provider & Advertising Agreement with MediaHouse. The Company has filed an answer and defenses and intends to defend the alleged claims. This is recorded as an accrued liability as of June 30, 2021. For more information, see Note 16, Subsequent Events. A former employee of the Company filed a suit against the Company MediaHouse, Inc., and Gregory A. Peters, a former Executive, (the “Defendants”) alleging two counts of defamation. Any potential losses associated with this matter cannot be estimated at this time. Encoding.com, Inc. (“Encoding”) was a former digital media customer of MediaHouse. Encoding had a long overdue outstanding receivable from MediaHouse’s predecessor company, Inform, Inc. MediaHouse did not assume the liability at acquisition. In 2020, the Company and Encoding agreed to settle the overdue receivable through the issuance of 175,000 warrants to purchase Company stock with a $ 1.00 exercise price. This is recorded as an accrued liability as of December 31, 2020 and the warrants were issued in May 2021. Regardless of the outcome, litigation can have an adverse impact on our company because of defense and settlement costs, diversion of management resources and other factors. For further updates that could effect the Legal matter, please see Note 16, Subsequent Events. 25 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 12 – PREFERRED STOCK . The Company has authorized 20,000,000 shares of preferred stock with a par value of $ 0.01 (the “Preferred Stock”), issuable in such series and with such designations, rights and preferences as the board of directors may determine. The Company’s board of directors has previously designated five series of preferred stock, consisting of 10% Series A Convertible Preferred Stock (“Series A Stock”), 10% Series B Convertible Preferred Stock (“Series B Stock”), 10% Series C Convertible Preferred Stock (“Series C Stock”), 10% Series D Convertible Preferred Stock (“Series D Stock”) and 10% Series E Convertible Preferred Stock (“Series E Stock”) . On November 5, 2018, the Company filed Articles of Amendment to Amended and Restated Articles of Incorporation, as amended, which: ● returned 1,000,000 shares of previously designated 10% Series B Convertible Preferred Stock, 2,000,000 shares of previously designated 10% Series C Convertible Preferred Stock and 2,000,000 shares of previously designated 10% Series D Convertible Preferred Stock to the status of authorized but undesignated and unissued shares of our blank check preferred stock as there were no shares of any of these series outstanding and no intention to issue any such shares in the future: and ● created three new series of preferred stock, 12% Series F-1 Convertible Preferred Stock (“Series F-1”) consisting of 2,177,233 shares, 6% Series F-2 Convertible Preferred Stock (“Series F-2”) consisting of 1,408,867 shares, and 10% Series F-3 Convertible Preferred Stock (“Series F-3”) consisting of 757,917 shares. The designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 are identical, other than the dividend rate, liquidation preference and date of automatic conversion into shares of our common stock. The Series F-1 pays dividends at the rate of 12 % per annum and automatically converts into shares of our common stock on April 10, 2022. The Series F-2 pays dividends at the rate of 6 % per annum and automatically converts into shares of our common on July 27, 2022. The Series F-3 pays dividends at the rate of 10 % per annum and automatically converts into shares of our common stock on August 30, 2022. Additional terms of the designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 include: ● the shares have no voting rights, except as may be provided under Florida law; ● the shares pay cash dividends subject to the provisions of Florida law at the dividend rates set forth above, payable monthly in arrears; ● the shares are convertible at any time at the option of the holder into shares of our common stock on a 1:1 basis. The conversion ratio is proportionally adjusted in the event of stock splits, recapitalization or similar corporate events. Any shares not previously converted will automatically convert into shares of our common stock on the dates set forth above; ● the shares rank junior to our 10% Series A Convertible Preferred Stock and our 10% Series E Convertible Preferred Stock; ● in the event of a liquidation or winding up of the Company, the shares have a liquidation preference of $ 0.50 per share for the Series F-1, $ 0.50 per share for the Series F-2 and $ 0.40 per share for the Series F-3; and ● the shares are not redeemable by the Company. On July 18, 2019, the Company filed Articles of Amendment to Amended and Restated Articles of Incorporation, as amended, which: ● Approved designation of 2,000,000 shares of the preferred stock as 10% series A-1 Convertible Preferred Stock and authorized the issuance of the Series A-1 Preferred Stock; ● Dividends on the Series A-1 Preferred stock are cumulative and payable in cash; ● Dividends shall be payable monthly in arrears within fifteen (15) days after the end of the month. At both June 30, 2021 and December 31, 2020, there were 1,200,000 shares of Series A-1 Stock, 2,500,000 shares of Series E Stock and 4,344,017 shares of Series F Stock issued and outstanding. There are no shares of Series B Stock, Series B-1 Stock, Series C Stock or Series D Stock issued and outstanding. Other designations, rights and preferences of each of series of preferred stock are identical, including (i) shares do not have voting rights, except as may be permitted under Florida law, (ii) are convertible into shares of our common stock at the holder’s option on a one for one basis, (iii) are entitled to a liquidation preference equal to a return of the capital invested, and (iv) each share will automatically convert into shares of common stock 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. Dividends paid for Series A-1, E and F Convertible Preferred Stock paid were $ 1,261 during the three months ended June 30, 2021 and for Series E and F Convertible Preferred Stock were $ 31,261 during the three months ended June 30, 2020. Dividends paid for Series A-1, E and F Convertible Preferred Stock paid were $ 2,522 during the six months ended June 30, 2021 and for Series E and F Convertible Preferred Stock were $ 55,007 during the six months ended June 30, 2020. Total preferred stock dividend accrued amounted to $ 632,370 and $ 363,460 as of June 30, 2021 and December 31, 2020, respectively. 26 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 13 – COMMON STOCK . A) Stock issued for Cash For the six months ended June 30, 2021, the Company did not sell any of its securities through a private placement. For the six months ended June 30, 2020, the Company sold an aggregate of 6,142,500 units of its securities to 66 accredited investors in a private placement exempt from registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D resulting in gross proceeds to the Company of $ 3,071,250 . Each unit, which was sold at a purchase price of $ 0.50 , consisted of one share of common stock and one five -year warrant to purchase one share of common stock at an exercise price of $ 0.75 per share. Spartan Capital, served as placement agent for the Company in this offering. As compensation for its services, Spartan Capital held back $ 460,688 for commissions, $ 165,000 to pay the accrued finder’s fee for the Oceanside acquisition, and $ 275,000 in other consulting fees, resulting in net cash received by the Company of $ 2,170,563 . The Company issued Spartan Capital Placement Agents Warrants to purchase an aggregate of 614,250 shares of our common stock, including the cash commission and Placement Agent Warrants issued pursuant to the closings included in the Company’s condensed consolidated statement of changes in shareholders’ equity for the six months ended June 30, 2020. B) Stock issued for services During the six months ended June 30, 2021, the Company issued 3,654,266 shares of our common stock for the following concepts: SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD Shares (#) Value Shares issued to Centre Lane related to debt financing 3,150,000 $ 2,497,056 Options exercised by employees 100,000 13,900 Warrants exercised 25,000 10,000 Shares issued to Oceanside employees per the acquisition agreement valued at $ 1.60 379,266 606,826 Total 3,654,266 $ 3,127,782 In February 2020, the Company issued 650,000 shares of our common stock to Spartan Capital for services rendered during 2019 based on the fair value of date of service, or $ 1.60 a share valued at $ 1,040,000 . In February 2020, the Company issued 660,000 shares of our common stock to Spartan Capital for services rendered during 2019 based on the fair value of date of service, or $ 1.64 a share valued at $ 1,082,400 . In March 2020, the Company issued 60,000 shares of our common stock to MZHCI, Inc for services rendered during 2020 based on the fair value of date of service, or $ 1.50 a share valued at $ 90,000 . During the three and six months ended June 30, 2020, the Company issued 1,025,000 shares as part of a private placement to several accredited investors that raised $ 435,625 of net cash after paying fees and commissions. C) Stock issued for acquisitions During the three and six months ended June 30, 2021, the Company did not make any acquisitions. On June 1, 2020, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane”) to purchase 100 % of the membership interests of CL Media Holdings, LLC (“Wild Sky”). The Company issued 2,500,000 shares of restricted common stock to Centre Lane and Centre Lane issued a first lien senior secured credit facility of $ 16,451,905 . The common shares were valued at $ 3,725,000 or $ 1.49 per share. 27 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 13 – COMMON STOCK (continued). Stock Option Compensation The Company accounts for stock option compensation issued to employees for services in accordance with FASB ASC Topic 718, Compensation – Stock Compensation (ASC 718). ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASU No. 2018- 07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The Company estimates the fair value of stock options by using the Black-Scholes option-pricing model. Stock options issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option, whichever is more reliably measurable in accordance with FASB ASC 505, Equity , and ASC 718, including related amendments and interpretations. The related expense is recognized over the period the services are provided. On April 20, 2011, the Company’s board of directors and majority stockholder adopted the 2011 Stock Option Plan (the “2011 Plan”), to be effective on January 3, 2011. The Company has reserved for issuance an aggregate of 900,000 shares of common stock under the 2011 Plan. The maximum aggregate number of shares of Company stock that shall be subject to Grants made under the Plan to any individual during any calendar year shall be 180,000 shares. On April 1, 2013, the Company’s board of directors and majority stockholder adopted the 2013 Stock Option Plan (the “2013 Plan”), to be effective on April 1, 2013. The Company has reserved for issuance an aggregate of 900,000 shares of common stock under the 2013 Plan. As of December 31, 2020 and June 30, 2021, 337,000 and 597,000 shares, respectively were remaining under the 2011 Plan for future issuance. As of December 31, 2020 and June 30, 2021, 467,000 and 567,000 shares, respectively, were remaining under the 2013 Plan for future issuance. On May 22, 2015, the Company’s board of directors and majority stockholder adopted the 2015 Stock Option Plan (the “2015 Plan”), to be effective on May 22, 2015. The Company has reserved for issuance an aggregate of 1,000,000 shares of common stock under the 2015 Plan. As of December 31, 2020 and June 30, 2021, 859,000 shares were remaining under the 2015 Plan for the future issuance. On November 7, 2019, the Company’s board of directors and majority stockholder adopted the 2019 Stock Option Plan (the “2019 Plan”), to be effective on November 7, 2019. The Company has reserved for issuance an aggregate of 5,000,000 shares of common stock under the 2019 Plan. As of December 31, 2020 and June 30, 2021, 4,761,773 shares were remaining under the 2019 Plan for the future issuance. The purpose of the 2011 Plan, 2013 Plan, 2015 Plan, and 2019 Plan (the “Plans” are to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2015 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards. The Company’s board of directors will administer the 2011 Plan until such time as such authority has been delegated to a committee of the board of directors. The material terms of each option granted pursuant to the 2011 Plan by the Company shall contain the following terms: (i) that the purchase price of each share purchasable under an incentive option shall be determined by the Committee at the time of grant, (ii) the term of each option shall be fixed by the Committee, but no option shall be exercisable more than 10 years after the date such option is granted and (iii) in the absence of any option vesting periods designated by the Committee at the time of grant, options shall vest and become exercisable in terms and conditions, consistent with the Plan, as may be determined by the Committee and specified in the Grant Instrument. The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors, which is subject to ASC 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes share-based compensation expense on a straight- line basis over the requisite service period for each award. The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term. The expected volatility is based on an average of similar public company’s historical volatility. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased. The Company recorded $ 74,722 and $ 41,499 of stock option expense for the three months ended June 30, 2021 and 2020, respectively. The Company recorded $ 143,016 and $ 78,094 of stock option expense for the six months ended June 30, 2021 and 2020, respectively. The stock option expense for the three and six months ended June 30, 2021 and 2020, respectively has been recognized as a component of selling, general and administrative expenses in the accompanying condensed consolidated financial statements. As of June 30, 2021, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 400,590 to be recognized through May 2025. A summary of the Company’s stock option activity during the six months ended June 30, 2021 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY 28 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 13 – COMMON STOCK (continued). Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Balance Outstanding, December 31, 2020 1,375,227 $ 0.76 4.1 $ 3,201,237 Granted 150,000 0.33 9.3 414,320 Exercised ( 100,000 ) — — — Forfeited ( 100,000 ) — — — Expired ( 310,000 ) — — — Balance Outstanding, June 30, 2021 1,015,227 $ 0.22 2.7 $ 3,615,557 Exercisable at June 30, 2021 675,932 $ 0.68 3.8 $ ( 158,503 ) Summarized information with respect to options outstanding under the option plans at June 30, 2021 is as follows: SCHEDULE OF OPTIONS OUTSTANDING UNDER OPTION PLANS Options Outstanding Range or Exercise Price Number Outstanding Weighted Average Exercise Price Remaining Average Contractual Life (In Years) Number Exercisable Weighted Average Exercise Price $ 0.14 - $ 0.24 - $ 0.00 - - $ 0.00 $ 0.25 - $ 0.49 126,000 0.28 1.2 126,000 0.28 $ 0.50 -$ 0.85 501,000 0.69 4.0 498,500 0.69 $ 0.86 - $ 1.75 188,227 1.53 11.1 51,432 1.63 $ 1.76 - $ 2.10 100,000 2.10 9.1 — 0.00 $ 2.11 - $ 3.05 100,000 3.05 9.3 — 0.00 Total 1,015,227 $ 1.17 6.0 675,932 $ 0.68 NOTE 14 – RELATED PARTIES . Centre Lane Partners Master Credit Fund II, L.P. (“Center Lane Partners”), who sold the Company the Wild Sky business in June 2020 (See Note 4) has partnered and assisted the Company from a liquidity perspective during 2021. This relationship has been determined to qualify as a related party. A related party is essentially a party that can exercise significant influence over the Company in making financial and/or operating decisions. On April 26, 2021, the Company and certain of its subsidiaries entered into a First Amendment to Amended and Restated Senior Secured Credit Agreement (the “First Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020 (the “Credit Agreement”). The Credit Agreement was amended to permit the Company to raise up to $ 6,000,000 of total cash proceeds from the sale of its preferred stock prior to December 31, 2021 without having to make a mandatory prepayment of the loans (the “Loans”) under the Credit Agreement. The interest rate on the Loans after April 26, 2021 was increased to 10.00 % per annum from 6.00 %, which can continue to be paid in-kind in lieu of cash payment. In addition, the Company may issue up to $ 800,000 in dividends from the previous limit of $ 500,000 per annum. In addition, the Company has issued 150,000 common shares to Centre Lane Partners as part of this transaction. 29 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 14 – RELATED PARTIES (continued). On May 26, 2021, the Company and certain of its subsidiaries entered into a Second Amendment to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners (the “Second Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020, as amended the Credit Agreement. The Credit Agreement was amended to provide for an additional loan amount of $ 1.5 million, in the aggregate. This term loan shall be repaid by December 31, 2021. In addition, and as part of the transaction, there is an Exit Fee (“the Exit Fee”) totaling $ 0.750 million which will be added and capitalized to the principal amount of the original loan and the original loan terms apply. In addition, the Company has issued 3.0 million common shares to Centre Lane Partners as part of this transaction. As part of these transactions and given that Centre Lane was determined to be a related party, an independent fair value analysis was performed by the Company and all related transactions were recorded accordingly. As of the First Amendment dated April 26, 2021, the Company evaluated the debt for extinguishment or debt modification under FASB ASC 470-50, Debt – Modifications and Extinguishments , and determined extinguishment was applicable. Under the rules, the Company extinguished the debt, which included the capitalized interest through April 26, 2021, and recorded it net of the debt discount, including all applicable fees and stock issuances. The debt discount determined for the First Amendment totaled $ 2,363,986 and is amortized over the remaining life of the loan and is included in interest expense – related party on the accompanying condensed consolidated statement of operations or until the next debt modification or extinguishment is determined. For the Second Amendment, which occurred on May 26, 2021, the Company determined it was a debt modification. The Second Amendment provided the Company with debt financing of $ 1,500,000 , an Exit fee of $ 750,000 , and issuance of 3,000,000 shares of common stock issued to Centre Lane. The increment to the debt discount was $ 904,637 . This debt discount was added to the previously mentioned $ 2,363,986 debt discount for a total gross debt discount of $ 3,268,623 which will be amortized into the condensed consolidated statement of operations and included in the interest expense – related party over the remaining life of the loan or until the next debt modification or extinguishment is determined. The total related party debt owed to Centre Lane Partners was $ 16,531,712 and $ 16,451,905 as of June 30, 2021 and December 31, 2020. The debt owed to Centre Lane Partners is reported net of their unamortized debt discount of $ 3,130,122 and $ 0 as of June 30, 2021 and December 31, 2020. For further clarification, please see Note 10, Notes Payable. During November 2018, Mr. W. Kip Speyer, the Company’s Chairman of the Board, entered into two convertible note agreements with the company totaling $ 80,000 . These notes have a conversion price of $ 0.40 per share and resulted in the recognition of a beneficial conversion feature recorded as a debt discount. These notes payable total $ 46,671 and $ 39,728 at June 30, 2021 and December 31, 2020. The notes are reported net of their unamortized debt discount of $ 33,329 and $ 40,272 as of June 30, 2021 and December 31, 2020, respectively. During the three months ended June 30, 2021 and 2020 we paid cash dividends on the outstanding shares of the Company’s Series E and F Preferred Stock of $ 1,261 and $ 31,260 , respectively held by affiliates of the Company. During the six months ended June 30, 2021 and 2020 we paid cash dividends on the outstanding shares of the Company’s Series E and F Preferred Stock of $ 2,522 and $ 55,007 , respectively held by affiliates of the Company. The unsecured and interest free Closing Notes of $ 750,000 related to the Oceanside acquisition were recorded ratably as compensation expense into the condensed consolidated statement of operations over the 24-month term and an accrued payable is being recognized over the same period. As of August 15, 2020, the Company did not make payment on the First Closing Note and thereby defaulted on its obligation and the Second Closing Note accelerated to become payable as of August 15, 2020. Upon default, the Closing Notes accrue interest at a 1.5% per month rate, or 18% annual rate . As a result, there was a total charge of $ 300,672 recorded during the third quarter of 2020 which was $ 250,000 of compensation expense and $ 50,672 of interest expense-related party. For the three and six months ended June 30, 2021, $ 33,567 and $ 66,945 , respectively of interest expense-related party was recorded. NOTE 15 – INCOME TAXES . The Company recorded $ 0 tax provision for the three and six months ended June 30, 2021, due in large part to its expected tax losses for the year and maintaining a full valuation allowance against its net deferred tax assets. At June 30, 2021 and December 31, 2020, 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, 2021. 30 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) NOTE 16 – SUBSEQUENT EVENTS . As disclosed in Note 10, relative to PPP Loans, on July 16, 2021, the Company obtained the forgiveness of the Bright Mountain PPP Loan in the full amount of $ 464,800 . Between August 12, 2021 and February 11, 2022, the Company and certain of its subsidiaries entered into eight amendments to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners Master Credit Fund II, L.P. (“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 dated June 5, 2020, as amended (the “Credit Agreement”). The Credit Agreement was amended to provide for an additional loan amount of $ 4.225 million, in the aggregate. This term loan matures on June 30, 2023 . In addition, and as part of the transaction, there is an Exit Fee (“the Exit Fee”) totaling $ 2.825 million which will be added and capitalized to the principal amount of the original loan and the original loan terms apply. In addition, the Company has issued 9.5 million common shares to Centre Lane Partners as part of these transactions. On June 28, 2021 Bright Mountain Media, Inc (the “Company”) issued a press release that effective at the close of business on June 30, 2021, Bright Mountain Media, Inc’s., common stock (“BMTM”) ceased trading on the OTCQB and its shares began trading on the OTC Pink Market on July 1, 2021. The common stock will continue to trade with the symbol BMTM. Furthermore, on September 28, 2021, Bright Mountain Media, Inc. shares of common stock began trading on the Expert Market from the OTC Pink Sheets. The Company’s Common Stock will continue to be on the Expert Market until such time as the Company has become current in its filings with the Securities and Exchange Commission at which point it will seek to have its shares restored to the OTC markets. On August 31, 2021, the Company’s Chairman of the Board, W. Kip Speyer, converted his preferred shares into common shares of the Company. In that transaction, he converted 7,919,017 preferred shares into 7,919,017 common shares of the Company. As of said date, the Company has an accrued dividend liability due to Mr. W. Kip Speyer recorded totaling $ 695,773 . On September 22, 2021, the Company entered into a Share Issuance Settlement with Spartan Capital Securities, LLC (“Spartan”). Under the terms of the Agreement, the Company agreed to issue a total of 10,398,700 of its common stock (the “Shares”) to seventy-five accredited investors who participated in the Company’s Private Placement Offering, which began in November 2019 and was completed in August 2020 (the “Private Placement”). As previously disclosed, under the terms of Private Placement, if the Company did not file a listing application of its common stock on the NYSE American Exchange within an agreed time period after the Company had received at least $ 1,500,000 of net proceeds, contemplated by the Placement Agent Agreement (the “Listing Application Deadline”) and obtained listing approval from the NYSE American within a 120 days from the Listing Application Deadline the Company would issue to each Investor in such Offering an additional share of common stock provided that if the Listing was not obtained by Listing Approval Deadline, the Listing Approval Deadline would be extended for so long and to the extent that the Company could demonstrate to Spartan’s reasonable satisfaction that it has used and continuing to use good faith efforts to obtain Listing Approval. The Company believes it has acted in good faith, but in order to avoid protracted and expensive litigation as to whether the Company was obligated to issue the Shares to the private placement investors, and without admitting or denying that the Company had any such obligation, the Company has agreed to issue the Shares to the private placement investors as set forth above. Effective December 1, 2021, the Board of Directors of the Company appointed Mr. Matthew Drinkwater as its new Chief Executive Officer (CEO). Mr. Drinkwater joins the Company with an extensive track record of adding value to the companies he has worked for over his professional career in several key senior executive and sales roles at companies such as Buzzfeed, Twitter, Groupon Inc., Yahoo and America Online (AOL). Mr. W. Kip Speyer will remain with the Company in his role of Chairman of the Board and transition his CEO role to Mr. Drinkwater. On December 3, 2021, the Company received formal notification that an event of default had occurred under the Closing Notes as part of the Oceanside acquisition that was later followed up with a notice of summons in a civil action on December 28, 2021 by the Oceanside selling shareholders. The Company is reviewing its obligations under the Notes with external counsel and the parties are engaged in settlement discussions. No assurances can be made of the final resolution. During January 2022, the Company entered into a settlement agreement related to the legal proceeding with Synacor referenced in Note 11. The agreement obligates the Company to pay $ 12,000 per month beginning January 24, 2022 for 12 consecutive months and then a final one-time payment in the amount of $ 40,000 to be paid on or before January 24, 2023. Notwithstanding, the Company has an early settlement option to pay-off the obligation with a discount if it pays $ 160,000 to Synacor on or before September 1, 2022, which amount shall be inclusive of the monthly installments previously mentioned prior to the date when early settlement payment is transmitted to Synacor. On January 14, 2022, the Board of Directors nominated and elected Mr. Matthew Drinkwater, the Company’s Chief Executive Officer to the Board of Directors of the Company. 31 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion of our unaudited condensed consolidated financial condition and results of operations for the three and six months ended June 30, 2021 and 2020 should be read in conjunction with the unaudited condensed consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth later in this report under Part II, Item 1A. in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on December 23, 2021 (the “2020 10-K”) and our other filings with the SEC. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All information in this section for the three and six months ended June 30, 2021 and 2020 is unaudited and derived from the unaudited condensed consolidated financial statements appearing elsewhere in this report; unless otherwise noted, all information for the year ended December 31, 2020 is derived from our audited consolidated financial statements appearing in the 2020 10-K. Executive Overview of Second Quarter 2020 Results Our key user metrics and financial results for the second quarter of 2021, both for the three and six months ended June 30, 2021, are more fully discussed and described herein and should be read in context with the disclosure on this page. The second quarter results are as follows: User metrics: ● Quarterly ad impressions delivered were approximately 0.9 billion for the three months ended June 30, 2021 and approximately 2.0 billion for the six months ended June 30, 2021; this compares to approximately 1.3 billion for the three months ended June 30, 2020 and approximately 2.8 billion for the six months ended June 30, 2020. Second quarter 2020 financial results: ● Advertising revenue increased 7% in the three months ended June 30, 2021 from the same period of 2020. Advertising revenue increased 6% in the six months ended June 30, 2021 from the same period of 2020. ● Gross profit decreased 19% in the three months ended June 30, 2021 from the same period of 2020. Gross profit increased 23% in the six months ended June 30, 2021 from the same period of 2020. ● Selling, general and administrative expenses decreased 15% in the three months ended June 30, 2021 from the same period of 2020. Selling, general and administrative expenses decreased 1% in the six months ended June 30, 2021 from the same period of 2020. ● Included within the expenses for the three months ended June 30, 2021 are $395,866 of non-cash amortization of the intangible assets, and $135,329 of stock based compensation. Included within the expenses for the six months ended June 30, 2021 are $791,733 of non-cash amortization of the intangible assets and $298,390 of stock based compensation. ● Net cash used in operating activities was ($2,059,030) for the first six months of 2021 as compared to ($2,905,615) for the six months of 2020. 32 Overview Bright Mountain Media, Inc. 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 the Bright Mountain, LLC ad network, MediaHouse (f/k/a NDN), Oceanside (f/k/a S&W Media), Wild Sky Media and 24 owned and/or managed websites. We generate revenue sales of advertising services which generate revenue from advertisements (ad impressions) placed on our owned and managed sites, as well as from advertisements we place on partner websites, for which we earn a share of the revenue. We also generate advertising services revenue from facilitating the real-time buying and selling of advertisements at scale between networks of buyers, often called DSPs (Demand Side Platforms) and sellers, often called SSPs (Supply Side Platforms). When fully developed Bright Mountain’s full suite of advertising solutions will include: ● The ability for advertisers to purchase advertising space on a variety of digital publications; ● Leading targeting technology, allowing advertisers to pinpoint their marketing efforts to reach geo-targeted, specific demographics across desktop, tablet, and mobile devices; ● The ability to handle any ad format, including video, display, and native advertisements; ● Ad serving and self-service features for publishers and advertisers; and ● Server-to-server integration with other advertiser and publisher platforms for extremely quick transactions and ad deployments. Bright Mountain’s platform will be a marketplace for publishers and advertisers where they will be able to choose from various features to maximize their earning potential. Advertisers have the ability to directly target desired demographics on publishers’ sites through our platform. Publishers will be able to select a variety of ad units for their video, mobile, display and native advertisements, and have the ability to create their own unique ad formats. We have begun expansion with the recent acquisition of Wild Sky Media. Wild Sky Media offers massive global reach through hyper-engaging content and multicultural audiences. This is achieved through their six websites focusing on parenting and lifestyle brands. The websites include Mom.com, Cafemom.com, LittleThings.com, mamaslatinas.com, revelist.com, and babynamewizard.com. Key initiatives Our growth strategy is based upon: ● completing and launching the Bright Mountain Media advertising solutions marketplace; ● expanding our sales revenues through organic growth; ● continuing to pursue acquisition candidates that are strategic to our business plan; ● evaluating expenses attributed to our non-strategic business lines; and ● continuing to automate our processes and reduce overhead where possible without impacting our customer experience. 33 Results of operations Revenues, Cost of Revenue, and Gross Profit Margins For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 Change % Change 2021 2020 Change % Change Advertising revenues $ 2,433,415 $ 2,273,940 $ 159,475 7 % $ 4,833,135 $ 4,544,126 $ 289,009 6 % Total cost of revenue $ 1,476,108 $ 1,097,504 $ 378,604 34 % $ 2,842,951 $ 2,920,586 $ (77,635 ) (3 )% Gross Profit $ 957,307 $ 1,176,436 $ (219,129 ) (19 )% $ 1,990,184 $ 1,623,540 $ 366,644 23 % Gross profit margin as a percentage of advertising revenues 39.3 % 51.7 % 41.2 % 35.7 % Advertising revenue for the three months ended June 30, 2021 was 7% higher than the comparable period in 2020. After adjusting for the Wild Sky acquisition, which occurred on June 1, 2020, from both periods, our legacy revenues increased approximately $10,000, or 1% due to decreased advertising spend in key industries due to the COVID-19 virus, as well as a negative impact from our MediaHouse operation since we restructured it at the end of 2020. Advertising revenue for the six months ended June 30, 2021 was 6% higher than the comparable period in 2020. After adjusting for the Wild Sky acquisition, which occurred on June 1, 2020, from both periods, our legacy revenues decreased approximately $1,450,000 due to slowness in both our Oceanside business with lower CPM’s and the effect of the Mediahouse restructuring completed at the end of December 2020. We incur costs of sales associated with the advertising revenue. These costs include revenue share payments to media providers and website publishers. After adjusting for the Wild Sky acquisition, gross margins for the three months ended June 30, 2021 versus the same period in the prior year, grew 1.1%, from 21.8% to 22.9%. After adjusting for the Wild Sky acquisition, gross margins for the six months ended June 30, 2021 versus the same period in the prior year, the gross margins remained flat at approximately 20%. The digital publishing business generally has higher gross margins than the Advertising Network business. Selling, General and Administrative Expenses For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 $ Change % Change 2021 2020 $ Change % Change Selling, general and administrative expense $ 4,749,835 $ 5,584,288 $ (834,453 ) (15 )% $ 9,024,269 $ 9,160,138 $ (135,869 ) (1 )% Selling, general and administrative expense as a percentage of total revenue 195.2 % 245.6 % 186.7 % 201.6 % Selling, general and administrative costs decreased approximately $834,000, or (15%) for the three months ended June 30, 2021, mainly due to reduced selling, general and administrative costs related to the restructuring of the Mediahouse operation which occurred at the end of December 2020, as well, as some reductions in headcount throughout our other operations. After adjusting for the Wild Sky acquisition, which occurred on June 1, 2020, these costs decreased 41% for the three months ended June 30, 2021 mainly related to lower intangible amortization of intangibles. Selling, general and administrative costs decreased approximately $135,000, or (1%) for the six months ended June 30, 2021, mainly due to reduced selling, general and administrative costs related to the restructuring of the Mediahouse operation which occurred at the end of December 2020, as well, as some reductions in headcount throughout our other operations. After adjusting for the Wild Sky acquisition, which occurred on June 1, 2020, these costs decreased 40% for the six months ended June 30, 2021 mainly related to lower intangible amortization of intangibles. Selling, general and administrative expenses are expected to increase as we execute our planned growth strategy of launching and operating the Bright Mountain Media ad exchange network which will include additional administrative support. Subject to the availability of additional working capital, the Company also intends to add administrative staff to its accounting department to improve controls over its accounting and reporting processes. As the Company expands the size of the accounting department, the use of consultants is expected to decrease. 34 Non-GAAP financial measure We report adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). This measure is one of the primary metrics by which we evaluate the performance of our business, on which our internal budgets are based. We believe that investors have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We endeavor to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and description of the reconciling items, including quantifying such items to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure. Our adjusted EBITDA is defined as operating income/loss excluding: ● non-cash stock option compensation expense; ● depreciation; ● equity raise expenses; ● professional fees; ● acquisition-related items consisting of amortization expense and impairment expense; ● interest; and ● amortization on debt discount. We believe this measure is useful for analysts and investors as this measure allows a more meaningful year-to-year comparison of our performance. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole. The above items are excluded from adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, adjusted EBITDA corresponds more closely to the cash operating income/loss generated from our business. Adjusted EBITDA has certain limitations in that it does not take into account the impact to our statement of operations of certain expenses. The following is an unaudited reconciliation of net (loss) to adjusted net (loss) and Adjusted EBITDA for the periods presented: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Net (loss) before tax $ (4,489,311 ) $ (4,492,136 ) $ (6,198,586 ) $ (7,612,127 ) plus: Stock compensation expense 128,342 (13,624 ) 298,390 78,094 Depreciation expense 16,487 4,926 34,534 10,179 Amortization expense 396,267 1,040,944 792,533 1,969,143 Gain on forgiveness of PPP loan - - (1,706,735 ) - Professional fees 115,409 - 160,409 - Amortization on debt discount 141,992 3,491 145,444 6,981 Bad debt (147,166 ) 773,944 (141,070 ) 773,944 Non-cash acquisition fee - - - 275,000 Interest expense, net 75,211 2,023 336,206 4,046 Interest expense – related party 539,215 - 574,503 - Adjusted EBITDA $ (3,223,554 ) $ (2,680,432 ) $ (5,704,372 ) $ (4,584,740 ) 35 Liquidity and capital resources Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. The following table summarized total current assets, total current liabilities and working (deficit) at June 30, 2021 as compared to December 31, 2020. June 30, 2021 December 31, 2020 Total current assets $ 4,243,780 $ 8,120,422 Total current liabilities 17,410,866 16,058,220 Net Working deficit $ (13,167,086 ) $ (7,937,798 ) The increase in cash is mainly a result of receipts of $1,137,140 from the proceeds of the 2 nd tranche of PPP loans during the three months ended June 30, 2021. The decrease in our current assets is mostly reflective of decreases in accounts receivable and prepaid expenses. As we continue our efforts to grow our business, we expect that our monthly cash operating overhead will continue to increase as we add personnel, although at a lesser rate, and we are not able at this time to quantify the amount of this expected increase. In 2021, we implemented policies and procedures around cash collections to prevent the aging of accounts receivables that was experienced in 2020. Cash collection efforts have been successful, and we feel that we have appropriately reserved for uncollectible amounts at March 31, 2021. During February and March 2021, the Company received two loans with proceeds totaling $1,137,140 (the “PPP Loans”) under the second tranche of the Paycheck Protection Program (the “PPP”). The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). The Second Bright Mountain and Second Wild Sky PPP Loans are evidenced by promissory notes (the “Promissory Notes”) with Regions Bank and Holcomb Bank, respectively, and have a two-year term and bear interest at a rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loans may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains customary events of default provisions. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. No assurance is provided that the Company will obtain forgiveness of the Second Bright Mountain and Second Wild Sky PPP Loans in whole or in part. During May 2021, the Company received $1.5 million in debt financing from Centre Lane Partners. The use of the funds was for general working capital needs. Going concern and management’s liquidity plans The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained a net loss of ($6,198,586) and used net cash in operating activities of $2,059,030 for the six months ended June 30, 2021. The Company had an accumulated deficit of ($100,130,666) at June 30, 2021. The report of our independent registered public accounting firm on our audited consolidated financial statements at December 31, 2020 and 2019 and for the years then ended contained an explanatory paragraph regarding substantial doubt of our ability to continue as a going concern based upon our net losses, cash used in operations and accumulated deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful to manage our working capital deficit, or to manage our cash versus liabilities, or our ability to continue obtaining investment capital and loans from related parties and outside investors or to continue as a going concern, in which event investors would lose their entire investment in our company. Our ability to fully implement the Bright Mountain Media Ad Exchange Network and maximize the value of our assets are dependent upon our ability to raise additional capital sufficient for our short-term and long-term growth plans. Historically, we have been dependent upon debt financing and equity capital raises to provide adequate funds to meet our working capital needs. During the three months ended June 30, 2021, we raised $1,500,000 of debt financing (See Note 14 Related Parties for more information). During the three months ended March 31, 2021, we did not raise any debt or equity capital. During the three months ended June 30, 2020, we raised a gross amount of $512,500 through the sale of our securities in a private placement; after fees and commissions, we received a net of $434,625. During the six months ended June 30, 2020, we raised a gross amount $3,071,250 through the sale of our securities in a private placement; after fees and commissions, we received a net of $2,170,563. While we have engaged a placement agent to assist us in raising capital, the placement agent is acting on a best-efforts basis and there are no assurances we will be successful in raising additional capital during 2022 through the sale of our securities. Any delay in raising sufficient funds will delay the implementation of our business strategy and could adversely impact our ability to significantly increase our revenues in future periods. In addition, if we are unable to raise the necessary additional working capital, absent a significant increase in our revenues, most particularly from our advertising segment, of which there is no assurance, we will be unable to continue to grow our company and may be forced to reduce certain operating expenses to conserve our working capital. 36 Summary of cash flows For the six months ended June 30, 2021 2020 Net cash (used in) operating activities $ (2,059,030 ) $ (2,905,615 ) Net cash (used in) provided by investing activities $ (5,337 ) $ 1,353,614 Net cash provided by financing activities $ 2,423,840 $ 2,500,170 During the six months ended June 30, 2021, the Company raised $1,500,000 of debt financing which was used primarily to fund our working capital. During the six months ended June 30, 2020 the Company raised $2,170,563 through the sale of equity securities in a private placement memorandum and $28,597 from payments on a note receivable. The Company paid dividends of $55,007 and made payments against notes payable of $108,782. Critical accounting policies The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 1 to our unaudited condensed consolidated financial statements appearing elsewhere in this report. Recent accounting pronouncements The recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies as described in Note 1 appearing earlier in this report that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable for a smaller reporting company. ITEM 4. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures . We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under Securities Exchange Act of 1934 (the “Exchange Act”). In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 37 Based on his evaluation as of the end of the period covered by this report, our Chief Financial Officer concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in our internal control over financial reporting as described in our Annual Report on Form 10-K for the year ended December 31, 2020. A material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. We have implemented changes and will continue to monitor our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We do not, however, expect that the material weaknesses in our disclosure controls will be remediated until such time as we have added to our accounting and administrative staff allowing improved internal control over financial reporting. Changes in Internal Control over Financial Reporting. We have begun strategically planning changes in our internal control over financial reporting during this fiscal quarter, Q2 2021. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None, except as previously disclosed. ITEM 1A. RISK FACTORS. We incorporate by reference the risk factors disclosed in Part I, Item 1A of our 2020 Form 10-K subject to the new or modified risk factors appearing below that should be read in conjunction with the risk factors disclosed in such Form 10-K. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. During the period from January 1, 2021 through June 30, 2021, Bright Mountain Media, Inc. did not sell any equity securities. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES. None. ITEM 5. OTHER INFORMATION. None. 38 ITEM 6. EXHIBITS. No. Exhibit Description Form Date Filed Number Herewith 31.1 Rule 13a-14(a)/15d-14(a) certification of Principal Executive Officer Filed 31.2 Rule 13a-14(a)/15d-14(a) certification of principal financial and accounting officer Filed 32.1 Section 1350 certification of Principal Executive Officer and principal financial and accounting officer Filed 101.INS Inline XBRL Instance Document Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 39 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 thereunto duly authorized. BRIGHT MOUNTAIN MEDIA, INC. March 7, 2022 By: /s/ Matthew Drinkwater Matthew Drinkwater, Chief Executive Officer, Principal Executive Officer By: /s/ Edward A. Cabanas Edward A. Cabanas, Chief Financial Officer, Principal Financial and Accounting Officer 40