NOTES PAYABLE | NOTE 10 – NOTES PAYABLE Long-term debt to related parties Centre Lane Partners Master Credit Fund II, L.P. (“Center Lane Partners”), who sold the Company the Wild Sky business in June 2020 has partnered and assisted the Company from a liquidity perspective starting in April 2021. This relationship has been determined to qualify as a related party. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100 % of Wild Sky (the “Purchase Agreement”). The seller issued a first lien senior secured credit facility totaling $ 16,451,905 , which consisted of $ 15,000,000 of initial indebtedness, repayment of Wild Sky’s existing accounts receivable factoring facility of approximately $ 900,000 and approximately $ 500,000 of expenses. The note bears interest at a rate of 6.0 % per annum. Per the credit facility with the seller, our loan payments begin December 1, 2021. There is no prepayment penalty associated with this credit facility. Certain future capital raises do require partial or full prepayments of the credit facility. The membership interest purchase included a requirement that the opinion of the financial statements as of and for the year ended December 31, 2020 not include a “going concern opinion.” The Company defaulted on this requirement and on April 26, 2021, the Company obtained a waiver of this requirement from the lender. On April 26, 2021, the Company and certain of its subsidiaries entered into a First Amendment to Amended and Restated Senior Secured Credit Agreement (the “First Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020 (the “Credit Agreement”). The Credit Agreement was amended to permit the Company to raise up to $ 6,000,000 10.00 6.00 800,000 500,000 150,000 On May 26, 2021, the Company and certain of its subsidiaries entered into a Second amendment to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners (“the Second Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020, as amended the Credit Agreement. The Credit Agreement was amended to provide for an additional loan amount of $ 1.5 0.750 3.0 On August 12, 2021, the Company and certain of its subsidiaries entered into a Third amendment to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners (“the Third Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020, as amended the Credit Agreement. The Credit Agreement was amended to provide for an additional loan amount of $ 0.5 0.250 2.0 On August 31, 2021, the Company and certain of its subsidiaries entered into a Fourth amendment to the Amended and Restated Senior Secured Credit Agreement between itself and Centre Lane Partners (“the Fourth Amendment”). The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent dated June 5, 2020, as amended the Credit Agreement. The Credit Agreement was amended to provide for an additional loan amount of $ 1.1 0.550 As part of these transactions and given that Centre Lane was determined to be a related party, an independent fair value analysis was performed by the Company and all related transactions were recorded accordingly. As of the First Amendment dated April 26, 2021, the Company evaluated the debt for extinguishment or debt modification under FASB ASC Topic 470-50, Debt – Modifications and Extinguishments 2,363,986 and is amortized over the remaining life of the loan and is included in interest expense – related party on the accompanying condensed consolidated statement of operations or until the next debt modification or extinguishment is determined. For the Second Amendment, which occurred on May 26, 2021, the Company determined it was a debt modification. The Second Amendment provided the Company with debt financing of $ 1,500,000 , an Exit fee of $ 750,000 , and issuance of 3,000,000 shares of common stock issued to Centre Lane. The debt discount determined for the Second Amendment totaled $ 904,637 . For the Third Amendment, which occurred on August 12, 2021, the Company determined it was a debt modification. The Third Amendment provided the Company with debt financing of $ 500,000 , an Exit fee of $ 250,000 , and issuance of 2,000,000 shares of common stock issued to Centre Lane. The debt discount determined for the Third Amendment totaled $ 322,529 . For the Fourth Amendment, which occurred on August 31, 2021, the Company determined it was a debt modification. The Fourth Amendment provided the Company with debt financing of $ 1,100,000 , an Exit fee of $ 550,000 , and there was no common share issuance as part of this amendment. The debt discount determined for the Fourth Amendment totaled $ 560,783 . The accumulated gross debt discount as of September 30, 2021 totaled $ 3,778,602 720,575 0 1,217,167 0 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 10 – NOTES PAYABLE (continued). On July 31, 2019, the Company executed a Share Exchange Agreement and Plan of Merger (the “Oceanside Merger Agreement”) with Slutzky & Winshman Ltd., an Israeli company (“Oceanside”) and the shareholders of Oceanside (the “Oceanside Shareholders”). The merger closed on August 15, 2019, and the Company acquired all of the outstanding shares of S&W. Pursuant to the terms of the Merger Agreement, the Company issued 12,513,227 shares valued at $ 20,021,163 to owners and employees of Oceanside and contingent consideration of $ 750,000 paid through the delivery of unsecured, interest free, one and two-year promissory notes (the “Closing Notes”). At the time of the acquisition and under ASC 805, these Closing Notes were recorded ratably as compensation expense into the statement of operations over the 24-month term and an accrued payable is being recognized over the same period. As of August 15, 2020, the Company did not make payment on the one year closing note and thereby defaulted on its obligation and the two-year closing note accelerated to become payable as of August 15, 2020. Upon default, the closing notes accrue interest at a 1.5 % per month rate, or 18 % annual rate. As a result, there was a total charge of $ 300,672 recorded during the third quarter of 2020 which was $ 250,000 of compensation expense and $ 50,672 of interest expense-related party. The total $ 750,000 liability is recorded in accrued expenses. Interest expense for note payable to related party for the three months ended September 30, 2021 and 2020 was $ 34,027 and $ 0 , respectively. Interest expense for note payable to related party for the nine months ended September 30, 2021 and 2020 was $ 100,973 and $ 0 , respectively. During November 2018, the Company issued 10% convertible promissory notes in the amount of $ 80,000 to a related party, the Chairman of the Board. The notes mature five years from issuance and is convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $ 0.40 per share. A beneficial conversion feature exists on the date the convertible notes were issued whereby the fair value of the underlying common stock to which the notes are convertible into is in excess of the face value of the note of $ 70,000 . The principal balance of these notes payable was $ 80,000 29,800 40,272 50,200 39,728 Interest expense for note payable to related party was $ 2,045 3,529 6,068 6,091 10,472 10,510 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 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 two 1.0 BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2021 (Unaudited) NOTE 10 – NOTES PAYABLE (continued). On April 24, 2020, under the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, administered by the Small Business Administration (“SBA”), the Company entered into a promissory note of $ 464,800 two 1.0 Effective June 1, 2020, the Company acquired Wild Sky and assumed the $ 1,706,735 two 1.0 At September 30, 2021 and December 31, 2020, a summary of the Company’s debt is as follows: SCHEDULE OF LONG-TERM DEBT September 30, 2021 December 31, 2020 Non-interest bearing BMLLC acquisition debt $ 385,000 $ 385,000 PPP loans 1,137,140 2,171,534 Wild Sky acquisition debt 17,376,834 16,451,906 Centre Lane debt 4,685,000 - Note payable debt to the Company’s Chairman of the Board 80,000 80,000 Total Debt 23,663,974 19,088,440 Less: debt discount, related party (3,808,402 ) (40,272 ) Less: current portion of long-term debt (1,522,140 ) (2,091,735 ) Less: current portion of long-term debt, related party (4,329,200 ) - Long term debt to related parties, net and long term debt $ 14,004,232 $ 16,956,433 The minimum annual principal payments of notes payable at September 30, 2021 were: SCHEDULE OF MATURITIES OF LONG-TERM OBLIGATION For the Twelve Months Ending: 2021 (remainder of the year) $ 3,849,948 2022 2,703,666 2023 2,381,281 2024 1,859,232 2025 12,869,847 Total $ 23,663,974 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. 380,398 194,592 Total Premium Finance Loan Payable balance for the Company’s policies was $ 0 339,890 |