Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Feb. 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-54887 | |
Entity Registrant Name | Bright Mountain Media, Inc. | |
Entity Central Index Key | 0001568385 | |
Entity Tax Identification Number | 27-2977890 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 6400 Congress Avenue | |
Entity Address, Address Line Two | Suite 2050 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33487 | |
City Area Code | 561 | |
Local Phone Number | 998-2440 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 150,274,696 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 1,547,632 | $ 736,046 |
Accounts receivable, net | 2,743,547 | 6,430,253 |
Note receivable, net | 20,368 | 13,910 |
Right of use asset | 48,910 | |
Prepaid expenses and other current assets | 776,215 | 940,214 |
Total Current Assets | 5,136,672 | 8,120,422 |
Property and equipment, net | 101,767 | 113,250 |
Website acquisition assets, net | 5,200 | 5,600 |
Intangible assets, net | 7,257,851 | 7,653,717 |
Goodwill | 19,645,468 | 19,645,468 |
Prepaid services/consulting agreements - long term | 664,593 | 664,593 |
Right of use asset | 72,598 | |
Other assets | 260,374 | 253,650 |
Total Assets | 33,071,925 | 36,529,299 |
Current Liabilities | ||
Accounts payable | 8,033,593 | 9,595,006 |
Accrued expenses | 3,419,064 | 3,546,896 |
Accrued interest to related party | 100,724 | 65,437 |
Premium finance loan payable | 234,290 | 339,890 |
Deferred revenues | 346,529 | 346,529 |
Long term debt, current portion | 1,986,940 | 2,091,735 |
Operating lease liability, current portion | 48,911 | 72,727 |
Total Current Liabilities | 14,170,051 | 16,058,220 |
Long term debt to related parties, net | 43,180 | 39,728 |
Long term debt | 16,451,905 | 16,916,705 |
Total Liabilities | 30,665,136 | 33,014,653 |
Shareholders’ Equity | ||
Common stock, par value $0.01, 324,000,000 shares authorized, 118,666,416 and 118,162,150 issued and 117,841,241 and 117,336,975 outstanding at March 31, 2021 and December 31, 2020, respectively | 1,186,665 | 1,181,622 |
Treasury stock, at cost; 825,175 shares at March 31, 2021 and December 31, 2020 | (219,837) | (219,837) |
Additional paid-in capital | 97,032,165 | 96,427,166 |
Accumulated deficit | (95,641,355) | (93,932,080) |
Accumulated other comprehensive loss | (31,289) | (22,665) |
Total shareholders’ equity | 2,406,789 | 3,514,646 |
Total Liabilities and Shareholders’ Equity | 33,071,925 | 36,529,299 |
Series A One Preferred Stock [Member] | ||
Shareholders’ Equity | ||
Convertible preferred stock | 12,000 | 12,000 |
Series B Preferred Stock [Member] | ||
Shareholders’ Equity | ||
Convertible preferred stock | ||
Series E Preferred Stock [Member] | ||
Shareholders’ Equity | ||
Convertible preferred stock | 25,000 | 25,000 |
Series F Preferred Stock [Member] | ||
Shareholders’ Equity | ||
Convertible preferred stock | $ 43,440 | $ 43,440 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 324,000,000 | 324,000,000 |
Common shares, shares issued | 118,666,416 | 118,162,150 |
Common shares, shares outstanding | 117,841,241 | 117,336,975 |
Treasury stock, shares issued | 825,175 | 825,175 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 1,200,000 | 1,200,000 |
Preferred stock, shares outstanding | 1,200,000 | 1,200,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Preferred stock, shares issued | 2,500,000 | 2,500,000 |
Preferred stock, shares outstanding | 2,500,000 | 2,500,000 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,344,017 | 4,344,017 |
Preferred stock, shares issued | 4,344,017 | 4,344,017 |
Preferred stock, shares outstanding | 4,344,017 | 4,344,017 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | ||
Advertising | $ 2,399,720 | $ 2,270,186 |
Cost of revenue | ||
Advertising | 1,366,843 | 1,823,082 |
Gross profit | 1,032,877 | 447,104 |
Selling, general and administrative expenses | 4,274,434 | 3,575,850 |
Loss from operations | (3,241,557) | (3,128,746) |
Other income (expense) | ||
Interest income | 187 | 10,993 |
Gain on forgiveness of PPP loan | 1,706,735 | |
Other (expense)/income | 121,830 | (215) |
Interest expense | (261,182) | |
Interest expense - related party | (35,288) | (2,023) |
Total other income | 1,532,282 | 8,755 |
Net loss before tax | (1,709,275) | (3,119,991) |
Income tax benefit | 0 | 89,210 |
Net loss | (1,709,275) | (3,030,781) |
Preferred stock dividends Series A-1, Series E, and Series F preferred stock | (88,976) | (118,252) |
Net loss attributable to common shareholders | (1,798,251) | (3,149,033) |
Other comprehensive loss | (31,289) | |
Comprehensive loss | $ (1,829,540) | $ (3,149,033) |
Basic and diluted net loss per share | $ (0.02) | $ (0.03) |
Weighted average shares outstanding - basic and diluted | 118,979,833 | 106,098,560 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Change in Shareholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Comprehensive Income [Member] | Total |
Balance at Dec. 31, 2019 | $ 80,440 | $ 1,007,830 | $ 84,265,623 | $ (21,217,658) | $ 64,136,235 | ||
Balance, shares at Dec. 31, 2019 | 8,044,017 | 100,782,956 | |||||
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 | $ 13,100 | 2,111,021 | 2,124,121 | ||||
Issuance of common stock:Services rendered,shares | 1,370,000 | ||||||
Issuance of common stock:Units consisting of one share of common stock and one warrant issued for cash | $ 51,175 | 2,123,762 | 2,174,937 | ||||
Units consisting of one share of common stock and one warrant issued for cash, net of costs, shares | 5,117,500 | ||||||
Balance at Mar. 31, 2020 | $ 80,440 | $ 1,072,105 | 88,447,864 | (24,248,439) | 65,351,970 | ||
Balance, shares at Mar. 31, 2020 | 8,044,017 | 107,270,456 | |||||
Balance at Dec. 31, 2020 | $ 80,440 | $ 1,181,622 | $ (219,837) | 96,427,166 | (93,932,080) | (22,665) | 3,514,646 |
Balance, shares at Dec. 31, 2020 | 8,044,017 | 118,162,150 | (825,175) | ||||
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 | $ 1,000 | 12,900 | $ 13,900 | ||||
Issuance of common stock:Options exercise, shares | 100,000 | 100,000 | |||||
Issuance of common stock:Warrants exercise | $ 250 | 9,750 | $ 10,000 | ||||
Issuance of common stock:Warrants exercise, shares | 25,000 | ||||||
Adjustment from foreign currency translation, net | (8,624) | (8,624) | |||||
Issuance of common stock: To Oceanside personnel as part of acquisition agreement | $ 3,793 | 603,033 | 606,826 | ||||
Issuance of common stock: To Oceanside personnel as part of acquisition agreement | 379,266 | ||||||
Issuance of common stock:Services rendered | $ 630,726 | ||||||
Issuance of common stock:Services rendered,shares | 504,266 | ||||||
Balance at Mar. 31, 2021 | $ 80,440 | $ 1,186,665 | $ (219,837) | $ 97,032,165 | $ (95,641,355) | $ (31,289) | $ 2,406,789 |
Balance, shares at Mar. 31, 2021 | 8,044,017 | 118,666,416 | (825,175) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,709,275) | $ (3,030,781) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation | 18,047 | 5,253 |
Amortization of debt discount | 3,452 | 3,490 |
Amortization | 396,266 | 928,199 |
Gain on settlement of liability | 36,595 | |
Stock option compensation expense | 68,294 | 3,213 |
Stock compensation for Oceanside shares | 606,825 | |
Gain on forgiveness of PPP loan | (1,706,735) | |
Write off doubtful accounts | (291,990) | |
Warrant expense for services rendered | 10,000 | 91,718 |
Non-cash acquisition fee | 275,000 | |
Non-cash compensation for services | (90,000) | |
Change in deferred taxes | (89,210) | |
Provision for bad debt | 6,096 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,963,976 | 789,915 |
Prepaid expenses and other current assets | 163,999 | (7,690) |
Prepaid services/consulting agreements | (93,182) | |
Other assets | (6,723) | (58,849) |
Right of use asset and lease liability | (128) | (14,082) |
Accounts payable | (1,561,413) | (271,080) |
Accrued expenses | (218,071) | (44,192) |
Accrued interest – related party | 35,287 | 2,023 |
Deferred revenues | 11,958 | |
Net cash (used in) operating activities | (222,093) | (1,369,272) |
Cash flows from investing activities: | ||
Cash paid for property & equipment | (6,564) | |
Net cash (used in) investing activities | (6,564) | |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net | 1,734,937 | |
Payments of premium finance loan payable | (105,600) | (54,391) |
Proceeds from stock option exercises | 13,900 | |
Dividend payments | 1,261 | (23,747) |
Principal payments received (funded) for notes receivable | (6,458) | 25,483 |
Proceeds from PPP loan | 1,137,140 | |
Net cash provided by financing activities | 1,040,243 | 1,682,282 |
Net increase in cash and cash equivalents | 811,586 | 313,010 |
Cash and cash equivalents at the beginning of period | 736,046 | 957,013 |
Cash and cash equivalents at end of period | 1,547,632 | 1,270,023 |
Supplemental disclosure of cash flow information | ||
Interest | 2,023 | |
Supplemental disclosure of non-cash investing and financing activities | ||
Premium finance loan payable recorded as prepaid | 125,987 | |
Issuance of common stock payable to Spartan Capital for consulting services | $ 2,212,400 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN The accompanying 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 $ 1,709,275 222,093 95,641,355 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. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 months ended March 31, 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 SEC. 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 ASC Topic 606 Revenue from Contracts with Customers To determine revenue recognition for arrangements that the Company determines are within the scope of Topic 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 Topic 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 users click on the published website advertisements. Specific revenue recognition criteria for the advertising revenue stream is as follows: ● Advertising revenues are generated by users “clicking” on or seeing website advertisements utilizing 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 consolidated financial statements BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). Leases The Company records leases in accordance with ASC Topic 842, Leases The Company determines if an arrangement is a lease at inception. Operating lease ROU 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 consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our 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 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 period ended March 31, 2021 and the year ended December 31, 2021, 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 820 “ Fair Value Measurement and Disclosures: BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 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 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 three months ended March 31, 2021, using significant unobservable inputs (Level 3): SCHEDULE OF FAIR VALUE OF LIABILITIES ON RECURRING BASIS Fair Value measurement using Level 3 Balance at December 31, 2020 $ 16,916,705 Reclassification (1) (464,800 ) Balance at March 31, 2021 $ 16,451,905 (1) Related to reclass of PPP loan 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 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 March 31, 2021 and December 31, 2020, the Company has recorded an allowance for doubtful accounts of $ 510,573 774,826 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 ASC 350-50, “ Website Development Costs BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). As of March 31, 2021, all website development costs have been expensed. 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 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 March 31, 2021 and 2020, advertising, marketing and promotion expense was $ 12,615 11,856 Foreign currency translation Assets and liabilities of the Company’s foreign subsidiaries, Oceanside and Wild Sky’s Thailand subsidiary, are translated from the foreign currency 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, see Note 4, the impact of the currency exchange is immaterial for the three months ended March 31, 2021 and 2020. Income Taxes We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws in the period those differences are expected to reverse. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). The Company follows the provisions of ASC 740-10, Income Taxes - Overall. 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 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 March 31, 2021, tax years 2017 through 2020 remain open for Internal Revenue Service (“IRS”) audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. Concentrations The Company generates revenues from through Ad Exchange Networks and through our Owned and Operated Ad Exchange Network. There was only one customer which accounted for greater than 10 % of the revenue with approximately 11.3 % of the Ad Exchange Network Revenue for the three months ended March 31, 2021. One customer accounted for accounts receivable in excess of 10 %, at 10.7 %, at March 31, 2021. There is one large vendor who was owed approximately 8.2 % of the accounts payable due at March 31, 2021. There were two large customers which account for approximately 10.9 % and 10.3 % of the Ad Exchange Network Revenue for the three months ended March 31, 2020. None of the customers accounted for accounts receivable in excess of 10 % at March 31, 2020. There is one large vendor who was owed approximately 12 % of the accounts payable due at March 31, 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 months ended March 31, 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 months ended March 31, 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. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 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. Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments. 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. 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) 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 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ACQUISITIONS | 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% 2,500,000 16,451,905 The Agreement provides for a senior secured five-year loan in the initial principal amount of $ 16,451,905 6% 250,000 15,000,000 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 610,000 908,900 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: SUMMARY OF TOTAL CONSIDERATION TRANSACTION Amount Debt issued $ 16,416,905 Shares issued 3,725,000 Total consideration $ 20,141,905 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) |
PREPAID COSTS AND EXPENSES
PREPAID COSTS AND EXPENSES | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID COSTS AND EXPENSES | NOTE 5 – PREPAID COSTS AND EXPENSES At March 31, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS March 31, 2021 December 31, Prepaid insurance $ 237,748 $ 386,206 Prepaid consulting service agreements – Spartan (1) 310,522 379,771 Prepaid expenses – other 227,945 174,237 Prepaid expenses and other current assets $ 776,215 $ 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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT At March 31, 2021 and December 31, 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated March 31, 2021 December 31, 2020 Furniture and fixtures 3 5 $ 79,918 $ 80,844 Leasehold improvements 3 - 1,388 Computer equipment 3 220,170 176,641 Total property and equipment 300,088 258,873 Less: accumulated depreciation (198,321 ) (145,623 ) Total property and equipment, net $ 101,767 $ 113,250 Depreciation expense for the three months ending March 31, 2021 and 2020, was $ 18,047 5,253 |
WEBSITE ACQUISITION AND INTANGI
WEBSITE ACQUISITION AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
WEBSITE ACQUISITION AND INTANGIBLE ASSETS | NOTE 7 – WEBSITE ACQUISITION AND INTANGIBLE ASSETS At March 31, 2021 and December 31, 2020, respectively, website acquisitions, net consisted of the following: SCHEDULE OF WEBSITE ACQUISITIONS, NET March 31, 2021 December 31, 2020 Website acquisition assets $ 1,124,846 $ 1,124,846 Less: accumulated amortization (919,250 ) (918,850 ) Less: cumulative impairment loss (200,396 ) (200,396 ) Website Acquisition Assets, net $ 5,200 $ 5,600 At March 31, 2021 and December 31, 2020, respectively, intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Useful Lives March 31, 2021 December 31, Trade name 5 $ 3,749,600 $ 3,749,600 Customer relationships 5 16,184,000 16,184,000 IP/Technology 5 7,223,000 7,223,000 Non-compete agreements 3 5 1,154,500 1,154,500 Total Intangible Assets $ 28,311,100 $ 28,311,100 Less: accumulated amortization (4,566,319 ) (4,170,454 ) Less: accumulated impairment loss (16,486,929 ) (16,486,929 ) Intangible assets, net $ 7,257,851 $ 7,653,717 Amortization expense for the three months ended March 31, 2021 and 2020 was $ 395,865 928,199 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 |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 8 – GOODWILL The following table presents changes to goodwill from December 31, 2020 through March 31, 2021: SCHEDULE OF CHANGES GOODWILL Owned & Ad Network Total December 31, 2020 goodwill $ 9,725,559 $ 9,919,909 $ 19,645,468 March 31, 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 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 9 – ACCRUED EXPENSES At March 31, 2021 and December 31, 2020, respectively, accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES March 31, 2021 December 31, (unaudited) Accrued interest $ 839,532 $ 581,888 Accrued salaries and benefits 1,248,983 1,237,909 Accrued dividends 543,673 455,956 Accrued traffic settlement (1) 10,254 10,254 Accrued legal settlement (2) 216,101 117,717 Accrued legal fees 143,839 113,683 Accrued other professional fees 96,150 206,613 Share issuance liability (4) - 515,073 Accrued warrant penalty (3) 262,912 262,912 Other accrued expenses 57,620 44,891 Total accrued expenses $ 3,419,064 $ 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. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 10 – NOTES PAYABLE Long-term debt to related parties During November 2018, the Company issued 10% convertible promissory notes in the amount of $ 80,000 0.40 70,000 The principal balance of these notes payable was $ 80,000 80,000 36,820 40,272 43,180 39,728 Interest expense for note payable to related party was $ 2,000 2,023 3,452 3,490 The unsecured and interest free Closing Notes of $ 750,000 st nd 1.5% 18% 300,672 rd 250,000 50,672 750,000 Interest expense for note payable to related party for the three months ended March 31, 2021 and 2020 was $ 33,288 0 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 two 1.0% nd 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 1.0% nd BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 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 1.0% Effective June 1, 2020, the Company acquired Wild Sky and assumed the $ 1,706,735 1.0% Effective June 1, 2020, we entered into a membership interest purchase agreement to acquire 100% 16,451,905 15,000,000 900,000 500,000 6.0% At March 31, 2021 and December 31, 2020 a summary of the Company’s debt is as follows: SCHEDULE OF LONG-TERM DEBT March 31, 2021 December 31, Non-interest bearing BMLLC acquisition debt $ 385,000 $ 385,000 PPP loans 1,601,939 2,171,534 Wild Sky acquisition debt 16,451,906 16,451,906 Total debt 18,438,845 19,008,440 Less short-term debt and current portion of long term debt 1,986,940 2,091,735 Long Term Debt $ 16,451,905 $ 16,916,705 The minimum annual principal payments of notes payable at March 31, 2021 were: SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION March 31, 2021 2021 $ 1,660,706 2022 2,414,702 2023 1,827,437 2024 1,629,493 2025 10,906,507 Total $ 18,438,845 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 $ 380,398 194,592 Total Premium Finance Loan Payable balance for the Company’s policies was $ 234,290 339,890 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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 7,260 3% 18,100 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) NOTE 11 – COMMITMENTS AND CONTINGENCIES (continued). The right of use asset and lease liability is as follows as of March 31, 2021 and December 31, 2020: SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITY March 31, 2021 December 31, 2020 Assets Operating lease right of use asset $ 48,910 $ 72,598 Liabilities Operating lease liability $ 48,911 $ 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 months ended March 31, 2021. The maturity of the Company’s operating lease liability for the 12 months ended March 31: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY March 31, 2021 2021 $ 48,911 Total net lease liabilities $ 48,911 The following summarizes additional information related to the operating lease: SCHEDULE OF ADDITIONAL INFORMATION RELATED TO OPERATING LEASE March 31, 2021 Weighted-average remaining lease term 0.58 Weighted-average discount rate 5.50 % For the three months ended March 31, 2021 and 2020, rent expense was $ 48,432 160,631 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 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 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 1.00 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 on Subsequent Events. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 12 – PREFERRED STOCK The Company has authorized 20,000,000 0.01 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 2,000,000 2,000,000 ● created three new series of preferred stock, 12% Series F-1 Convertible Preferred Stock (“Series F-1”) consisting of 2,177,233 1,408,867 757,917 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% 6% 10% ● 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 0.50 0.40 ● 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 ● 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 March 31, 2021 and December 31, 2020, there were 1,200,000 2,500,000 4,344,017 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 23,747 544,932 363,460 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 13 – COMMON STOCK A) Stock issued for Cash During the first quarter of 2021, the Company did not sell any of its securities through a private placement. During the first quarter of 2020, the Company sold an aggregate of 5,117,500 57 2,558,750 0.50 one five-year 0.75 383,813 165,000 275,000 1,734,937 511,750 B) Stock issued for services During the first three months as of March 31, 2021, the Company issued a net 504,266 SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD Shares (#) Value 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 504,266 $ 630,726 In February 2020, the Company issued 650,000 1.60 1,040,000 In February 2020, the Company issued 660,000 1.64 1,082,400 In March 2020, the Company issued 60,000 1.50 90,000 C) Stock issued for acquisitions During the three months ended March 31, 2021 or the three months ended March 31, 2020, the Company did not make any acquisitions. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 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 ASC Topic 718, “Compensation – Stock Compensation”. ASC Topic 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.”. 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 FASB 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 900,000 180,000 900,000 647,000 567,000 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 1,000,000 859,000 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 4,761,773 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 Topic 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 $ 68,294 36,595 As of March 31, 2021, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 419,692 A summary of the Company’s stock option activity during the three months ended March 31, 2021 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 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 100,000 0.33 9.3 276,213 Exercised (100,000 ) — — — Forfeited (100,000 ) — — — Expired (310,000 ) — — — Balance Outstanding, March 31, 2021 965,227 $ 0.22 2.7 $ 3,477,450 Exercisable at March 31, 2021 668,432 $ 0.673 4.0 $ 886,942 Summarized information with respect to options outstanding under the option plans at March 31, 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 1.5 126,000 0.28 0.50 0.85 501,000 0.69 4.2 498,500 0.69 0.86 1.75 138,227 1.64 8.7 43,932 1.62 1.76 2.10 100,000 2.10 9.3 — 0.00 2.11 3.05 100,000 3.05 9.3 — 0.00 Total 965,227 $ 1.16 5.6 668,432 $ 0.67 |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 14 – RELATED PARTIES 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 0.40 43,180 39,728 36,820 40,272 During the three months ended March 31, 2021 and 2020 we paid cash dividends on the outstanding shares of the Company’s Series E and F Preferred Stock of $ 0 23,747 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 20,021,163 750,000 st nd the closing notes accrue interest at a 1.5% per month rate, or 18% annual rate 33,288 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 – INCOME TAXES The Company recorded $ 0 At March 31, 2021 and December 31, 2020, the Company had no BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS As disclosed in Note 10, the Company obtained the forgiveness of the Wild Sky PPP Loan in whole. Further, on May 26, 2021, the Company applied for the Bright Mountain PPP Loan to be forgiven by the SBA in whole or in part and on July 16, 2021, the Company obtained the forgiveness of the Bright Mountain PPP Loan in whole. 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 to Credit Agreement”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners Master Credit Fund II, L.P. (“Center 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 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. 800,000 500,000 During May 2021, the Company settled an outstanding debt with 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 1.00 Between May 26, 2021 and January 26, 2022, the Company and certain of its subsidiaries entered into seven 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 $ 5.475 3.562 12.5 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 7,919,017 695,773 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) NOTE 16 – SUBSEQUENT EVENTS. (continued) 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 1,500,000 Effective December 1, 2021, 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. During January 2022, the Company entered into a settlement agreement related to the legal proceeding from Note 11 with Synacor. The agreement obligates the Company to pay $ 12,000 40,000 160,000 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | 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 months ended March 31, 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 SEC. 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 | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers To determine revenue recognition for arrangements that the Company determines are within the scope of Topic 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 Topic 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 users click on the published website advertisements. Specific revenue recognition criteria for the advertising revenue stream is as follows: ● Advertising revenues are generated by users “clicking” on or seeing website advertisements utilizing 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 consolidated financial statements BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). |
Leases | Leases The Company records leases in accordance with ASC Topic 842, Leases The Company determines if an arrangement is a lease at inception. Operating lease ROU 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 | 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 consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our 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 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 | 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 | 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 period ended March 31, 2021 and the year ended December 31, 2021, 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 | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 “ Fair Value Measurement and Disclosures: BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 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 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 three months ended March 31, 2021, using significant unobservable inputs (Level 3): SCHEDULE OF FAIR VALUE OF LIABILITIES ON RECURRING BASIS Fair Value measurement using Level 3 Balance at December 31, 2020 $ 16,916,705 Reclassification (1) (464,800 ) Balance at March 31, 2021 $ 16,451,905 (1) Related to reclass of PPP loan |
Accounts Receivable | 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 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 March 31, 2021 and December 31, 2020, the Company has recorded an allowance for doubtful accounts of $ 510,573 774,826 3,967,899 |
Property and Equipment | 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 | Website Development Costs The Company accounts for its website development costs in accordance with ASC 350-50, “ Website Development Costs BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). As of March 31, 2021, all website development costs have been expensed. |
Amortization and Impairment of Long-Lived Assets | 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 | 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 consolidated statement of operations. We have elected to account for forfeitures as they occur. |
Advertising, Marketing and Promotion Costs | 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 March 31, 2021 and 2020, advertising, marketing and promotion expense was $ 12,615 11,856 |
Foreign currency translation | Foreign currency translation Assets and liabilities of the Company’s foreign subsidiaries, Oceanside and Wild Sky’s Thailand subsidiary, are translated from the foreign currency 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, see Note 4, the impact of the currency exchange is immaterial for the three months ended March 31, 2021 and 2020. |
Income Taxes | Income Taxes We use the asset and liability method to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws in the period those differences are expected to reverse. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). The Company follows the provisions of ASC 740-10, Income Taxes - Overall. 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 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 March 31, 2021, tax years 2017 through 2020 remain open for Internal Revenue Service (“IRS”) audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. |
Concentrations | Concentrations The Company generates revenues from through Ad Exchange Networks and through our Owned and Operated Ad Exchange Network. There was only one customer which accounted for greater than 10 % of the revenue with approximately 11.3 % of the Ad Exchange Network Revenue for the three months ended March 31, 2021. One customer accounted for accounts receivable in excess of 10 %, at 10.7 %, at March 31, 2021. There is one large vendor who was owed approximately 8.2 % of the accounts payable due at March 31, 2021. There were two large customers which account for approximately 10.9 % and 10.3 % of the Ad Exchange Network Revenue for the three months ended March 31, 2020. None of the customers accounted for accounts receivable in excess of 10 % at March 31, 2020. There is one large vendor who was owed approximately 12 % of the accounts payable due at March 31, 2020. |
Credit Risk | 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 months ended March 31, 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 | 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 months ended March 31, 2021 no funding through the sale of shares occurred. |
Basic and Diluted Net Earnings (Loss) Per Common Share | 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 | 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. BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments. 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. 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) 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 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2021 (Unaudited) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE OF LIABILITIES ON RECURRING BASIS | The following are the major categories of liabilities measured at fair value on a recurring basis for the three months ended March 31, 2021, using significant unobservable inputs (Level 3): SCHEDULE OF FAIR VALUE OF LIABILITIES ON RECURRING BASIS Fair Value measurement using Level 3 Balance at December 31, 2020 $ 16,916,705 Reclassification (1) (464,800 ) Balance at March 31, 2021 $ 16,451,905 (1) Related to reclass of PPP loan |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF PURCHASE PRICE ALLOCATION TO ASSETS ACQUIRED AND LIABILITIES ASSUMED | 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 |
SUMMARY OF TOTAL CONSIDERATION TRANSACTION | The table below summarizes the value of the total consideration given in the transaction: SUMMARY OF TOTAL CONSIDERATION TRANSACTION Amount Debt issued $ 16,416,905 Shares issued 3,725,000 Total consideration $ 20,141,905 |
PREPAID COSTS AND EXPENSES (Tab
PREPAID COSTS AND EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | At March 31, 2021 and December 31, 2020, prepaid expenses and other current assets consisted of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS March 31, 2021 December 31, Prepaid insurance $ 237,748 $ 386,206 Prepaid consulting service agreements – Spartan (1) 310,522 379,771 Prepaid expenses – other 227,945 174,237 Prepaid expenses and other current assets $ 776,215 $ 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. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At March 31, 2021 and December 31, 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated March 31, 2021 December 31, 2020 Furniture and fixtures 3 5 $ 79,918 $ 80,844 Leasehold improvements 3 - 1,388 Computer equipment 3 220,170 176,641 Total property and equipment 300,088 258,873 Less: accumulated depreciation (198,321 ) (145,623 ) Total property and equipment, net $ 101,767 $ 113,250 |
WEBSITE ACQUISITION AND INTAN_2
WEBSITE ACQUISITION AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF WEBSITE ACQUISITIONS, NET | At March 31, 2021 and December 31, 2020, respectively, website acquisitions, net consisted of the following: SCHEDULE OF WEBSITE ACQUISITIONS, NET March 31, 2021 December 31, 2020 Website acquisition assets $ 1,124,846 $ 1,124,846 Less: accumulated amortization (919,250 ) (918,850 ) Less: cumulative impairment loss (200,396 ) (200,396 ) Website Acquisition Assets, net $ 5,200 $ 5,600 |
SCHEDULE OF INTANGIBLE ASSETS | At March 31, 2021 and December 31, 2020, respectively, intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Useful Lives March 31, 2021 December 31, Trade name 5 $ 3,749,600 $ 3,749,600 Customer relationships 5 16,184,000 16,184,000 IP/Technology 5 7,223,000 7,223,000 Non-compete agreements 3 5 1,154,500 1,154,500 Total Intangible Assets $ 28,311,100 $ 28,311,100 Less: accumulated amortization (4,566,319 ) (4,170,454 ) Less: accumulated impairment loss (16,486,929 ) (16,486,929 ) Intangible assets, net $ 7,257,851 $ 7,653,717 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CHANGES GOODWILL | The following table presents changes to goodwill from December 31, 2020 through March 31, 2021: SCHEDULE OF CHANGES GOODWILL Owned & Ad Network Total December 31, 2020 goodwill $ 9,725,559 $ 9,919,909 $ 19,645,468 March 31, 2021 goodwill $ 9,725,559 $ 9,919,909 $ 19,645,468 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | At March 31, 2021 and December 31, 2020, respectively, accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES March 31, 2021 December 31, (unaudited) Accrued interest $ 839,532 $ 581,888 Accrued salaries and benefits 1,248,983 1,237,909 Accrued dividends 543,673 455,956 Accrued traffic settlement (1) 10,254 10,254 Accrued legal settlement (2) 216,101 117,717 Accrued legal fees 143,839 113,683 Accrued other professional fees 96,150 206,613 Share issuance liability (4) - 515,073 Accrued warrant penalty (3) 262,912 262,912 Other accrued expenses 57,620 44,891 Total accrued expenses $ 3,419,064 $ 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. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG-TERM DEBT | At March 31, 2021 and December 31, 2020 a summary of the Company’s debt is as follows: SCHEDULE OF LONG-TERM DEBT March 31, 2021 December 31, Non-interest bearing BMLLC acquisition debt $ 385,000 $ 385,000 PPP loans 1,601,939 2,171,534 Wild Sky acquisition debt 16,451,906 16,451,906 Total debt 18,438,845 19,008,440 Less short-term debt and current portion of long term debt 1,986,940 2,091,735 Long Term Debt $ 16,451,905 $ 16,916,705 |
SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION | The minimum annual principal payments of notes payable at March 31, 2021 were: SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION March 31, 2021 2021 $ 1,660,706 2022 2,414,702 2023 1,827,437 2024 1,629,493 2025 10,906,507 Total $ 18,438,845 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITY | The right of use asset and lease liability is as follows as of March 31, 2021 and December 31, 2020: SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITY March 31, 2021 December 31, 2020 Assets Operating lease right of use asset $ 48,910 $ 72,598 Liabilities Operating lease liability $ 48,911 $ 72,727 |
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY | The maturity of the Company’s operating lease liability for the 12 months ended March 31: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY March 31, 2021 2021 $ 48,911 Total net lease liabilities $ 48,911 |
SCHEDULE OF ADDITIONAL INFORMATION RELATED TO OPERATING LEASE | The following summarizes additional information related to the operating lease: SCHEDULE OF ADDITIONAL INFORMATION RELATED TO OPERATING LEASE March 31, 2021 Weighted-average remaining lease term 0.58 Weighted-average discount rate 5.50 % |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD | During the first three months as of March 31, 2021, the Company issued a net 504,266 SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD Shares (#) Value 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 504,266 $ 630,726 |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the Company’s stock option activity during the three months ended March 31, 2021 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 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 100,000 0.33 9.3 276,213 Exercised (100,000 ) — — — Forfeited (100,000 ) — — — Expired (310,000 ) — — — Balance Outstanding, March 31, 2021 965,227 $ 0.22 2.7 $ 3,477,450 Exercisable at March 31, 2021 668,432 $ 0.673 4.0 $ 886,942 |
SCHEDULE OF OPTIONS OUTSTANDING UNDER OPTION PLANS | Summarized information with respect to options outstanding under the option plans at March 31, 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 1.5 126,000 0.28 0.50 0.85 501,000 0.69 4.2 498,500 0.69 0.86 1.75 138,227 1.64 8.7 43,932 1.62 1.76 2.10 100,000 2.10 9.3 — 0.00 2.11 3.05 100,000 3.05 9.3 — 0.00 Total 965,227 $ 1.16 5.6 668,432 $ 0.67 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 1,709,275 | $ 3,030,781 | |
Cash outflow from continuing operating activities | 222,093 | $ 1,369,272 | |
Accumulated deficit | $ 95,641,355 | $ 93,932,080 |
SCHEDULE OF FAIR VALUE OF LIABI
SCHEDULE OF FAIR VALUE OF LIABILITIES ON RECURRING BASIS (Details) | 3 Months Ended | |
Mar. 31, 2021USD ($) | ||
Accounting Policies [Abstract] | ||
Balance at December 31, 2020 | $ 16,916,705 | |
Reclassification | (464,800) | [1] |
Balance at March 31, 2021 | $ 16,451,905 | |
[1] | Related to reclass of PPP loan |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 02, 2020 | |
Product Information [Line Items] | ||||
Allowance for doubtful accounts | $ 510,573 | $ 774,826 | ||
Accounts receivable net | 2,743,547 | $ 6,430,253 | $ 3,967,899 | |
Advertising, marketing promotion costs | $ 12,615 | $ 11,856 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 11.30% | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Minimum [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 10.90% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 10.30% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Minimum [Member] | One Customer [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Maximum [Member] | One Customer [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 10.70% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | One Vendor [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 8.20% | 12.00% |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATION TO ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 01, 2020 |
Discontinued Operations and Disposal Groups [Abstract] | |||
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 | ||
Tradename – Trademarks | 2,360,300 | ||
IP/Technology | 1,412,000 | ||
Customer relationships | 4,563,000 | ||
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 | $ 19,645,468 | $ 19,645,468 | 9,973,136 |
Total purchase price | $ 20,141,905 |
SUMMARY OF TOTAL CONSIDERATION
SUMMARY OF TOTAL CONSIDERATION TRANSACTION (Details) - Wild Sky Media [Member] | Jun. 01, 2020USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Debt issued | $ 16,416,905 |
Shares issued | 3,725,000 |
Total consideration | $ 20,141,905 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | Jun. 02, 2020 | Dec. 31, 2020 | Mar. 31, 2021 |
Wild Sky [Member] | |||
Shares issued | 610,000 | ||
Shares value issued | $ 908,900 | ||
Purchase Agreement [Member] | |||
Line of credit | $ 16,451,905 | ||
Purchase Agreement [Member] | Senior Secured Loan [Member] | |||
Debt principal amount | $ 16,451,905 | ||
Debt instrument, interest rate during period | 6.00% | ||
Purchase Agreement [Member] | Centre Lane Partners Master Credit Fund II, L.P [Member] | |||
Ownership, percentage | 100.00% | ||
Issuance of restricted stock, shares | 2,500,000 | ||
Credit Agreement [Member] | |||
Payment for loan | $ 250,000 | ||
Credit Agreement [Member] | Maximum [Member] | |||
Loan balance prepayment | $ 15,000,000 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid insurance | $ 237,748 | $ 386,206 | |
Prepaid consulting service agreements – Spartan (1) | [1] | 310,522 | 379,771 |
Prepaid expenses – other | 227,945 | 174,237 | |
Prepaid expenses and other current assets | $ 776,215 | $ 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. |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 300,088 | $ 258,873 |
Less: accumulated depreciation | (198,321) | (145,623) |
Total property and equipment, net | 101,767 | 113,250 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 79,918 | 80,844 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable life | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable life | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable life | 3 years | |
Total property and equipment | 1,388 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, depreciable life | 3 years | |
Total property and equipment | $ 220,170 | $ 176,641 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 18,047 | $ 5,253 |
SCHEDULE OF WEBSITE ACQUISITION
SCHEDULE OF WEBSITE ACQUISITIONS, NET (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Website acquisition assets | $ 28,311,100 | $ 28,311,100 |
Less: accumulated amortization | 4,566,319 | 4,170,454 |
Less: cumulative impairment loss | 16,486,929 | 16,486,929 |
Website Acquisition Assets, net | 7,257,851 | 7,653,717 |
Website Acquisitions, Net [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website acquisition assets | 1,124,846 | 1,124,846 |
Less: accumulated amortization | (919,250) | (918,850) |
Less: cumulative impairment loss | (200,396) | (200,396) |
Website Acquisition Assets, net | $ 5,200 | $ 5,600 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible Assets | $ 28,311,100 | $ 28,311,100 |
Less: accumulated amortization | 4,566,319 | 4,170,454 |
Less: accumulated impairment loss | (16,486,929) | (16,486,929) |
Website Acquisition Assets, net | $ 7,257,851 | 7,653,717 |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years | |
Total Intangible Assets | $ 3,749,600 | 3,749,600 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years | |
Total Intangible Assets | $ 16,184,000 | 16,184,000 |
IP/Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years | |
Total Intangible Assets | $ 7,223,000 | 7,223,000 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total Intangible Assets | $ 1,154,500 | $ 1,154,500 |
Noncompete Agreements [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 3 years | |
Noncompete Agreements [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years |
SCHEDULE OF CHANGES GOODWILL (D
SCHEDULE OF CHANGES GOODWILL (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 01, 2020 |
Goodwill | $ 19,645,468 | $ 19,645,468 | $ 9,973,136 |
Owned and Operated [Member] | |||
Goodwill | 9,725,559 | 9,725,559 | |
Ad Network [Member] | |||
Goodwill | $ 9,919,909 | $ 9,919,909 |
WEBSITE ACQUISITION AND INTAN_3
WEBSITE ACQUISITION AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense related to acquisition costs | $ 396,266 | $ 928,199 | |
Impairment of intangibles | $ 16,486,929 | ||
Website Acquisition And Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense related to acquisition costs | $ 395,865 | $ 928,199 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) | 1 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of goodwill | $ 42,279,087 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |||
Accrued interest | $ 839,532 | $ 581,888 | |
Accrued salaries and benefits | 1,248,983 | 1,237,909 | |
Accrued dividends | 543,673 | 455,956 | |
Accrued traffic settlement | [1] | 10,254 | 10,254 |
Accrued legal settlement | [2] | 216,101 | 117,717 |
Accrued legal fees | 143,839 | 113,683 | |
Accrued other professional fees | 96,150 | 206,613 | |
Share issuance liability | [3] | 515,073 | |
Product Warranty Accrual, Current | [4] | 262,912 | 262,912 |
Other accrued expenses | 57,620 | 44,891 | |
Total accrued expenses | $ 3,419,064 | $ 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] | 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. | ||
[4] | 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. |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Non-interest bearing BMLLC acquisition debt | $ 385,000 | $ 385,000 |
PPP loans | 1,601,939 | 2,171,534 |
Wild Sky acquisition debt | 16,451,906 | 16,451,906 |
Total debt | 18,438,845 | 19,008,440 |
Less short-term debt and current portion of long term debt | 1,986,940 | 2,091,735 |
Long Term Debt | $ 16,451,905 | $ 16,916,705 |
SCHEDULE OF MATURITIES OF LONG-
SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 | $ 1,660,706 | |
2022 | 2,414,702 | |
2023 | 1,827,437 | |
2024 | 1,629,493 | |
2025 | 10,906,507 | |
Total debt | $ 18,438,845 | $ 19,008,440 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 02, 2021 | Feb. 17, 2021 | Aug. 15, 2020 | Nov. 30, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 23, 2021 | Jun. 02, 2020 | Apr. 24, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||||||||||
Interest expense on note payable to related party | $ 2,000 | $ 2,023 | |||||||||
Amortization of debt discount | 3,452 | 3,490 | |||||||||
Compensation expense | $ 250,000 | ||||||||||
Debt instrument interest rate | 1.50% | ||||||||||
Annual rate | 18.00% | ||||||||||
Incremental charges | $ 300,672 | ||||||||||
Interest expense related party | 50,672 | 35,288 | 2,023 | ||||||||
Accrued expense | $ 750,000 | ||||||||||
Premium finance, loan payable | $ 380,398 | $ 194,592 | |||||||||
Premium finance loan payable | 234,290 | 339,890 | |||||||||
Membership Interest Purchase Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Line of credit | $ 16,451,905 | ||||||||||
Initial indebtedness | 15,000,000 | ||||||||||
Repayment of line of credit | 900,000 | ||||||||||
Accounts payable | $ 500,000 | ||||||||||
Line of credit interest rate | 6.00% | ||||||||||
Wild Sky [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Business acquisition percentage | 100.00% | ||||||||||
Bright Mountain PPP Loan [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt principal amount | $ 295,600 | $ 464,800 | |||||||||
Debt instrument interest rate | 1.00% | 1.00% | |||||||||
Debt instrument, term | 2 years | ||||||||||
Wild Sky PPP Loan [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt principal amount | $ 841,540 | $ 1,706,735 | |||||||||
Debt instrument interest rate | 1.00% | 1.00% | |||||||||
Convertible Promissory Notes [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt principal amount | $ 80,000 | ||||||||||
Debt conversion price per share | $ 0.40 | ||||||||||
Beneficial converision feature debt | $ 70,000 | ||||||||||
Notes Payable [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt principal amount | 80,000 | 80,000 | |||||||||
Beneficial converision feature debt | 36,820 | 40,272 | |||||||||
Convertible notes payable related party | 43,180 | $ 39,728 | |||||||||
Compensation expense | 750,000 | ||||||||||
Interest expense related party | $ 33,288 | $ 0 |
SCHEDULE OF RIGHT OF USE ASSET
SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITY (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Right of use asset | $ 48,910 | |
Right of use asset | 72,598 | |
Operating lease liability | $ 48,911 | $ 72,727 |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITY (Details) | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 48,911 |
Total net lease liabilities | $ 48,911 |
SCHEDULE OF ADDITIONAL INFORMAT
SCHEDULE OF ADDITIONAL INFORMATION RELATED TO OPERATING LEASE (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted-average remaining lease term | 6 months 29 days | |
Weighted-average discount rate | 5.50% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||||
Rent per month | $ 48,432 | $ 160,631 | |||
Synacor Inc [Member] | |||||
Loss Contingencies [Line Items] | |||||
Claim received | $ 230,000 | ||||
Encodingcom Inc [Member] | |||||
Loss Contingencies [Line Items] | |||||
Warrants to purchase | 175,000 | ||||
Exercise price of warrants | $ 1 | ||||
Other Assets [Member] | |||||
Loss Contingencies [Line Items] | |||||
Security deposit | $ 18,100 | ||||
Long Term Non-Cancellable Operating Lease Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Lease expiration date | Oct. 31, 2021 | ||||
Long-Term non-Cancellable lease Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Rent per month | $ 7,260 | ||||
Percentage of escalation for rental payments | 3.00% |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 18, 2019 | Nov. 05, 2018 | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||
Preferred stock, par value per share | $ 0.01 | $ 0.01 | |||
Preferred stock designated description | 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”). | ||||
Dividends, preferred Stock | $ 544,932 | $ 363,460 | |||
10% Series B Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares designated | 1,000,000 | ||||
10% Series C Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares designated | 2,000,000 | ||||
10% Series D Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares designated | 2,000,000 | ||||
12% Series F-1 Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares designated | 2,177,233 | ||||
6% Series F-2 Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares designated | 1,408,867 | ||||
10% Series F-3 Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares designated | 757,917 | ||||
Series F-1 Preferred Stock [Member] | April 10, 2022 [Member] | |||||
Class of Stock [Line Items] | |||||
Dividend rate, percentage | 12.00% | ||||
Series F-2 Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Liquidation preference, price per share | $ 0.50 | ||||
Series F-2 Convertible Preferred Stock [Member] | July 27, 2022 [Member] | |||||
Class of Stock [Line Items] | |||||
Dividend rate, percentage | 6.00% | ||||
Series F-3 Preferred Stock [Member] | April 30, 2022 [Member] | |||||
Class of Stock [Line Items] | |||||
Dividend rate, percentage | 10.00% | ||||
Series F-1 Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Liquidation preference, price per share | 0.50 | ||||
Series F-3 Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Liquidation preference, price per share | $ 0.40 | ||||
10% Series A-1 Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares designated | 2,000,000 | ||||
Series A One Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued | 1,200,000 | 1,200,000 | |||
Preferred stock, shares outstanding | 1,200,000 | 1,200,000 | |||
Series E Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | |||
Preferred stock, shares issued | 2,500,000 | 2,500,000 | |||
Preferred stock, shares outstanding | 2,500,000 | 2,500,000 | |||
Series F Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 4,344,017 | 4,344,017 | |||
Preferred stock, shares issued | 4,344,017 | 4,344,017 | |||
Preferred stock, shares outstanding | 4,344,017 | 4,344,017 | |||
Series A-1 E and F Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Dividends | $ 1,261 | ||||
Series E And F Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Dividends | $ 23,747 |
SCHEDULE OF COMMON SHARES ISSUE
SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total value, Issued for Services | $ 2,124,121 | |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total shares, Issued for Services | 504,266 | 1,370,000 |
Total value, Issued for Services | $ 630,726 | $ 13,100 |
Common Stock [Member] | Share-based Payment Arrangement, Option [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total shares, Issued for Services | 100,000 | |
Total value, Issued for Services | $ 13,900 | |
Common Stock [Member] | Warrants Exercised [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total shares, Issued for Services | 25,000 | |
Total value, Issued for Services | $ 10,000 | |
Common Stock [Member] | Shares Issued To Employees [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total shares, Issued for Services | 379,266 | |
Total value, Issued for Services | $ 606,826 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Shares Options Outstanding Beginning Balance | 1,375,227 | |
Weighted Average Exercise Price Per Share Outstanding Beginning Balance | $ 0.76 | |
Weighted Average Remaining Contractual Life (in Years) Outstanding, Ending | 2 years 8 months 12 days | 4 years 1 month 6 days |
Aggregate Intrinsic Value Outstanding Beginning | $ 3,201,237 | |
Number of Options Granted | 100,000 | |
Weighted Average Exercise Price Per Share Granted | $ 0.33 | |
Weighted Average Remaining Contractual Life (in Years) Outstanding, Granted | 9 years 3 months 18 days | |
Aggregate Intrinsic Value Outstanding Ending | $ 276,213 | |
Number of Options Exercised | (100,000) | |
Weighted Average Exercise Price Per Share Exercised | ||
Number of Options Forfeited | (100,000) | |
Weighted Average Exercise Price, Forfeited | ||
Number of Options Expired | (310,000) | |
Weighted Average Exercise Price Per Share Expired | ||
Number of Shares Options Outstanding Ending Balance | 965,227 | 1,375,227 |
Weighted Average Exercise Price Per Share Outstanding Ending Balance | $ 0.22 | $ 0.76 |
Aggregate Intrinsic Value Outstanding Ending | $ 3,477,450 | $ 3,201,237 |
Number of Shares Options Exercisable | 668,432 | |
Weighted Average Exercise Price Per Share Exercisable | $ 0.673 | |
Weighted Average Remaining Contractual Life (in Years) Exercisable | 4 years | |
Aggregate Intrinsic Value Exercisable | $ 886,942 |
SCHEDULE OF OPTIONS OUTSTANDING
SCHEDULE OF OPTIONS OUTSTANDING UNDER OPTION PLANS (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number outstanding | shares | 965,227 |
Options Outstanding, Weighted average exercise price | $ 1.16 |
Options Outstanding, Remaining average contractual life (in years) | 5 years 7 months 6 days |
Options Exercisable, Number exercisable | shares | 668,432 |
Options Exercisable, Weighted average exercise price | $ 0.67 |
Exercise Price Range One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 0.14 |
Exercise price upper range limit | $ 0.24 |
Options Outstanding, Number outstanding | shares | |
Options Outstanding, Weighted average exercise price | $ 0 |
Options Outstanding, Remaining average contractual life (in years) | |
Options Exercisable, Number exercisable | shares | |
Options Exercisable, Weighted average exercise price | $ 0 |
Exercise Price Range Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 0.25 |
Exercise price upper range limit | $ 0.49 |
Options Outstanding, Number outstanding | shares | 126,000 |
Options Outstanding, Weighted average exercise price | $ 0.28 |
Options Outstanding, Remaining average contractual life (in years) | 1 year 6 months |
Options Exercisable, Number exercisable | shares | 126,000 |
Options Exercisable, Weighted average exercise price | $ 0.28 |
Exercise Price Range Three [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 0.50 |
Exercise price upper range limit | $ 0.85 |
Options Outstanding, Number outstanding | shares | 501,000 |
Options Outstanding, Weighted average exercise price | $ 0.69 |
Options Outstanding, Remaining average contractual life (in years) | 4 years 2 months 12 days |
Options Exercisable, Number exercisable | shares | 498,500 |
Options Exercisable, Weighted average exercise price | $ 0.69 |
Exercise Price Range Four [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 0.86 |
Exercise price upper range limit | $ 1.75 |
Options Outstanding, Number outstanding | shares | 138,227 |
Options Outstanding, Weighted average exercise price | $ 1.64 |
Options Outstanding, Remaining average contractual life (in years) | 8 years 8 months 12 days |
Options Exercisable, Number exercisable | shares | 43,932 |
Options Exercisable, Weighted average exercise price | $ 1.62 |
Exercise Price Range Five [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 1.76 |
Exercise price upper range limit | $ 2.10 |
Options Outstanding, Number outstanding | shares | 100,000 |
Options Outstanding, Weighted average exercise price | $ 2.10 |
Options Outstanding, Remaining average contractual life (in years) | 9 years 3 months 18 days |
Options Exercisable, Number exercisable | shares | |
Options Exercisable, Weighted average exercise price | $ 0 |
Exercise Price Range Six [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price lower range limit | 2.11 |
Exercise price upper range limit | $ 3.05 |
Options Outstanding, Number outstanding | shares | 100,000 |
Options Outstanding, Weighted average exercise price | $ 3.05 |
Options Outstanding, Remaining average contractual life (in years) | 9 years 3 months 18 days |
Options Exercisable, Number exercisable | shares | |
Options Exercisable, Weighted average exercise price | $ 0 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) | Nov. 07, 2019shares | May 22, 2015shares | Apr. 01, 2013shares | Apr. 20, 2011shares | Mar. 31, 2020USD ($)$ / sharesshares | Feb. 28, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($)Investor$ / sharesshares | Aug. 15, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Accrued fee | $ | $ 750,000 | ||||||||
Other consulting fees | $ | $ 275,000 | ||||||||
Proceeds from issuance of common stock | $ | 1,734,937 | ||||||||
Common stock issued for services, value | $ | 2,124,121 | ||||||||
Stock option expense | $ | 68,294 | 36,595 | |||||||
Unrecognized compensation cost | $ | $ 419,692 | ||||||||
2019 Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Issuance of common stock, shares | shares | 4,761,773 | ||||||||
Oceanside Acquisition [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Accrued fee | $ | $ 165,000 | 165,000 | |||||||
Spartan Capital Securities, LLC [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Capital held for commissions | $ | 383,813 | ||||||||
Other consulting fees | $ | 275,000 | ||||||||
Proceeds from issuance of common stock | $ | $ 1,734,937 | ||||||||
Common stock issued for services | shares | 650,000 | ||||||||
Share issued price per shares | $ / shares | $ 1.60 | ||||||||
Common stock issued for services, value | $ | $ 1,040,000 | ||||||||
Spartan Capital Securities, LLC One [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock issued for services | shares | 660,000 | ||||||||
Share issued price per shares | $ / shares | $ 1.64 | ||||||||
Common stock issued for services, value | $ | $ 1,082,400 | ||||||||
MZHCI, Inc [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock issued for services | shares | 60,000 | ||||||||
Share issued price per shares | $ / shares | $ 1.50 | $ 1.50 | |||||||
Common stock issued for services, value | $ | $ 90,000 | ||||||||
Directors And Majority Stockholders [Member] | 2011 Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock transaction | shares | 900,000 | ||||||||
Issuance of common stock, shares | shares | 180,000 | 647,000 | |||||||
Directors And Majority Stockholders [Member] | 2013 Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock transaction | shares | 900,000 | ||||||||
Issuance of common stock, shares | shares | 567,000 | ||||||||
Directors And Majority Stockholders [Member] | 2015 Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock transaction | shares | 1,000,000 | ||||||||
Issuance of common stock, shares | shares | 859,000 | ||||||||
Directors And Majority Stockholders [Member] | 2019 Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock transaction | shares | 5,000,000 | ||||||||
Private Placement [Member] | One Accredited Investor [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock transaction | shares | 5,117,500 | ||||||||
Gross proceeds received | $ | $ 2,558,750 | ||||||||
Sale of stock, price per share | $ / shares | $ 0.50 | $ 0.50 | |||||||
Warrants to purchase common stock for each share | shares | 1 | 1 | |||||||
Warrants term | 5 years | 5 years | |||||||
Warrants exercise price | $ / shares | $ 0.75 | $ 0.75 | |||||||
Private Placement [Member] | Fifty Seven Accredited Investor [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of accredited investors | Investor | 57 | ||||||||
Private Placement Warrants [Member] | Spartan Capital Securities, LLC [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Warrants to purchase common stock | shares | 511,750 | 511,750 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | Aug. 15, 2020 | Jul. 31, 2019 | Jul. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Nov. 30, 2018 |
Unamortized debt discount | $ 36,820 | $ 40,272 | |||||
Interest expenses related expenses | $ 50,672 | 35,288 | $ 2,023 | ||||
Notes Payable [Member] | |||||||
Debt principal amount | 80,000 | 80,000 | |||||
Notes payable | 43,180 | $ 39,728 | |||||
Interest expenses related expenses | 33,288 | 0 | |||||
Oceanside Merger Agreement [Member] | Slutzky and Winshman Ltd [Member] | |||||||
Shares issued | 12,513,227 | ||||||
Shares value issued | $ 20,021,163 | ||||||
Contingent consideration | $ 750,000 | $ 750,000 | |||||
Debt instrument, interest rate terms | the closing notes accrue interest at a 1.5% per month rate, or 18% annual rate | ||||||
Interest expenses related expenses | 33,288 | ||||||
Mr. W. Kip Speyer [Member] | Series E and F Preferred Stock [Member] | |||||||
Preferred stock cash dividends | $ 0 | $ 23,747 | |||||
Mr. W. Kip Speyer [Member] | Two Convertible Note Agreements [Member] | |||||||
Debt principal amount | $ 80,000 | ||||||
Debt conversion price per share | $ 0.40 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision | $ 0 | $ (89,210) | |
Unrecognized tax benefits | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jan. 22, 2022 | Nov. 05, 2021 | Sep. 22, 2021 | Aug. 31, 2021 | Apr. 26, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | May 31, 2021 |
Subsequent Event [Line Items] | |||||||||
Dividends | $ 544,932 | $ 363,460 | |||||||
Proceeds from issuance of common stock | $ 1,734,937 | ||||||||
Spartan Capital Securities, LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 1,734,937 | ||||||||
Subsequent Event [Member] | Spartan Capital Securities, LLC [Member] | Private Placement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued | 10,398,700 | ||||||||
Proceeds from issuance of common stock | $ 1,500,000 | ||||||||
Subsequent Event [Member] | Mr. W. Kip Speyer [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued | 7,919,017 | ||||||||
Number of converted shares | 7,919,017 | ||||||||
Accrued dividend liability | $ 695,773 | ||||||||
Subsequent Event [Member] | MediaHouse Acquisition [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants issued | 175,000 | ||||||||
Warrants exercise price | $ 1 | ||||||||
Subsequent Event [Member] | Credit Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, description | 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. | ||||||||
Dividends | $ 500,000 | ||||||||
Loan amount | $ 5,475,000 | ||||||||
Principal amount | $ 3,562,000 | ||||||||
Shares issued | 12,500,000 | ||||||||
Subsequent Event [Member] | Credit Agreement [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from preferred stock | 6,000,000 | ||||||||
Dividends | $ 800,000 | ||||||||
Subsequent Event [Member] | Settlement Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment for monthly settlement | $ 12,000 | ||||||||
Payment for one time settlement | 40,000 | ||||||||
Discount on payoff settlement obligation | $ 160,000 |