Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-54887 | |
Entity Registrant Name | Bright Mountain Media, Inc. | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 27-2977890 | |
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 | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 171,281,454 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001568385 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 3,350 | $ 316 |
Accounts receivable, net | 15,225 | 3,585 |
Prepaid expenses and other current assets | 1,423 | 600 |
Total Current Assets | 19,998 | 4,501 |
Property and equipment, net | 214 | 40 |
Intangible assets, net | 19,556 | 4,510 |
Goodwill | 20,936 | 19,645 |
Operating lease right-of-use asset | 338 | 367 |
Other assets | 187 | 137 |
Total Assets | 61,229 | 29,200 |
Current liabilities | ||
Accounts payable and accrued expenses | 15,202 | 10,317 |
Other liabilities | 4,788 | 1,838 |
Deferred revenues | 4,863 | 737 |
Total Current Liabilities | 29,011 | 17,851 |
Operating lease liability | 276 | 319 |
Total liabilities | 82,348 | 43,271 |
Shareholders’ deficit | ||
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, no shares issued or outstanding at June 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, par value $0.01, 324,000,000 shares authorized, 172,106,629 and 150,444,636 issued and 171,281,454 and 149,619,461 outstanding at June 30, 2023 and December 31, 2022, respectively | 1,721 | 1,504 |
Treasury stock, at cost; 825,175 shares at June 30, 2023 and December 31, 2022 | (220) | (220) |
Additional paid-in capital | 101,266 | 98,797 |
Accumulated deficit | (124,136) | (114,269) |
Accumulated other comprehensive income | 250 | 117 |
Total shareholders’ deficit | (21,119) | (14,071) |
Total liabilities and shareholders’ deficit | 61,229 | 29,200 |
10% Convertible Promissory Notes | ||
Current liabilities | ||
Interest payable – 10% Convertible Promissory Notes– related party | 35 | 31 |
Notes payable | 75 | 68 |
Centre Lane Senior Secured Credit Facility | ||
Current liabilities | ||
Notes payable | 4,048 | 4,860 |
Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party | $ 53,061 | $ 25,101 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par or stated value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par or stated value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 324,000,000 | 324,000,000 |
Common stock, issued (in shares) | 172,106,629 | 150,444,636 |
Common stock, outstanding (in shares) | 171,281,454 | 149,619,461 |
Treasury stock (in shares) | 825,175 | 825,175 |
10% Convertible Promissory Notes | ||
Debt instrument, interest rate, percent | 10% |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | $ 12,616,000 | $ 5,717,000 | $ 14,114,000 | $ 9,176,000 |
Cost of revenue | 9,162,000 | 2,900,000 | 10,132,000 | 4,628,000 |
Gross margin | 3,454,000 | 2,817,000 | 3,982,000 | 4,548,000 |
General and administrative expenses | 7,374,000 | 3,443,000 | 10,802,000 | 7,293,000 |
Loss from operations | (3,920,000) | (626,000) | (6,820,000) | (2,745,000) |
Financing (expense) income | ||||
Gain on forgiveness of PPP loan | 0 | 296,000 | 0 | 1,137,000 |
Other income | 103,000 | 39,000 | 381,000 | 39,000 |
Other interest expense | (4,000) | (1,000) | (10,000) | (1,000) |
Total financing (expense) | (2,151,000) | (832,000) | (3,047,000) | (830,000) |
Net loss before income taxes | (6,071,000) | (1,458,000) | (9,867,000) | (3,575,000) |
Income tax provision | 0 | 0 | 0 | 0 |
Net loss | (6,071,000) | (1,458,000) | (9,867,000) | (3,575,000) |
Dividends | ||||
Preferred stock dividends | 0 | (1,000) | 0 | (2,000) |
Net loss attributable to common shareholders | (6,071,000) | (1,459,000) | (9,867,000) | (3,577,000) |
Foreign currency translation | 119,000 | 17,000 | 133,000 | 17,000 |
Comprehensive loss | $ (5,952,000) | $ (1,442,000) | $ (9,734,000) | $ (3,560,000) |
Numerator: | ||||
Basic (in dollars per share) | $ (0.04) | $ (0.01) | $ (0.06) | $ (0.02) |
Diluted (in dollars per share) | $ (0.04) | $ (0.01) | $ (0.06) | $ (0.02) |
Weighted average shares outstanding | ||||
Basic (in shares) | 166,779,390 | 149,159,461 | 158,291,304 | 149,130,579 |
Diluted (in shares) | 166,779,390 | 149,159,461 | 158,291,304 | 149,130,579 |
Centre Lane Senior Secured Credit Facility | ||||
Financing (expense) income | ||||
Interest expense | $ (2,244,000) | $ (1,160,000) | $ (3,407,000) | $ (1,994,000) |
10% Convertible Promissory Notes | ||||
Financing (expense) income | ||||
Interest expense | $ (6,000) | $ (6,000) | $ (11,000) | $ (11,000) |
Consolidated Statements of Chan
Consolidated Statements of Change in Shareholders' Deficit - USD ($) | Total | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 125,000 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 149,810,383 | ||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | (825,175) | ||||||
Beginning balance at Dec. 31, 2021 | $ (6,724,000) | $ 1,000 | $ 1,498,000 | $ (220,000) | $ 98,129,000 | $ (106,144,000) | $ 12,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (2,117,000) | (2,117,000) | |||||
Series E preferred stock dividend | (1,000) | (1,000) | |||||
Stock based compensation | 29,000 | 29,000 | |||||
Oceanside acquisition (in shares) | 174,253 | ||||||
Oceanside acquisition | 279,000 | $ 2,000 | 277,000 | ||||
Preferred stock, ending balance (in shares) at Mar. 31, 2022 | 125,000 | ||||||
Common stock, ending balance (in shares) at Mar. 31, 2022 | 149,984,636 | ||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2022 | (825,175) | ||||||
Ending balance at Mar. 31, 2022 | (8,534,000) | $ 1,000 | $ 1,500,000 | $ (220,000) | 98,434,000 | (108,261,000) | 12,000 |
Preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 125,000 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 149,810,383 | ||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | (825,175) | ||||||
Beginning balance at Dec. 31, 2021 | (6,724,000) | $ 1,000 | $ 1,498,000 | $ (220,000) | 98,129,000 | (106,144,000) | 12,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | $ (3,575,000) | ||||||
Oceanside acquisition (in shares) | 174,253 | ||||||
Oceanside acquisition | $ 279,000 | ||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2022 | 125,000 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 149,159,461 | 149,984,636 | |||||
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | 825,175 | (825,175) | |||||
Ending balance at Jun. 30, 2022 | $ (9,946,000) | $ 1,000 | $ 1,500,000 | $ (220,000) | 98,463,000 | (109,719,000) | 29,000 |
Preferred stock, beginning balance (in shares) at Mar. 31, 2022 | 125,000 | ||||||
Common stock, beginning balance (in shares) at Mar. 31, 2022 | 149,984,636 | ||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2022 | (825,175) | ||||||
Beginning balance at Mar. 31, 2022 | (8,534,000) | $ 1,000 | $ 1,500,000 | $ (220,000) | 98,434,000 | (108,261,000) | 12,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (1,458,000) | (1,458,000) | |||||
Series E preferred stock dividend | (1,000) | (1,000) | |||||
Stock based compensation | 30,000 | 30,000 | |||||
Foreign currency translation, net | $ 17,000 | 17,000 | |||||
Preferred stock, ending balance (in shares) at Jun. 30, 2022 | 125,000 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 149,159,461 | 149,984,636 | |||||
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | 825,175 | (825,175) | |||||
Ending balance at Jun. 30, 2022 | $ (9,946,000) | $ 1,000 | $ 1,500,000 | $ (220,000) | 98,463,000 | (109,719,000) | 29,000 |
Preferred stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 149,619,461 | 150,444,636 | |||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 825,175 | (825,175) | |||||
Beginning balance at Dec. 31, 2022 | $ (14,071,000) | $ 1,504,000 | $ (220,000) | 98,797,000 | (114,269,000) | 117,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (3,796,000) | (3,796,000) | |||||
Common stock issued for services rendered (in shares) | 190,000 | ||||||
Common stock issued for services rendered | 31,000 | $ 2,000 | 29,000 | ||||
Stock based compensation | 25,000 | 25,000 | |||||
Foreign currency translation, net | 14,000 | 14,000 | |||||
Common stock, ending balance (in shares) at Mar. 31, 2023 | 150,634,636 | ||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | (825,175) | ||||||
Ending balance at Mar. 31, 2023 | $ (17,797,000) | $ 1,506,000 | $ (220,000) | 98,851,000 | (118,065,000) | 131,000 | |
Preferred stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 149,619,461 | 150,444,636 | |||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 825,175 | (825,175) | |||||
Beginning balance at Dec. 31, 2022 | $ (14,071,000) | $ 1,504,000 | $ (220,000) | 98,797,000 | (114,269,000) | 117,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | $ (9,867,000) | ||||||
Common stock issued for services rendered (in shares) | 190,000 | ||||||
Common stock issued for services rendered | $ 31,000 | ||||||
Shares issued to Centre Lane related to debt financing (in shares) | 21,401,993 | ||||||
Common stock issue to Center Lane Partners | $ 1,926,000 | ||||||
Extinguishment of Centre Lane Credit Facility | $ 670,000 | ||||||
Common stock issued for options exercised (in shares) | 70,000 | ||||||
Common stock issued for options exercised | $ 1,000 | ||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2023 | 0 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 171,281,454 | 172,106,629 | |||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | 825,175 | (825,175) | |||||
Ending balance at Jun. 30, 2023 | $ (21,119,000) | $ 1,721,000 | $ (220,000) | 101,266,000 | (124,136,000) | 250,000 | |
Common stock, beginning balance (in shares) at Mar. 31, 2023 | 150,634,636 | ||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2023 | (825,175) | ||||||
Beginning balance at Mar. 31, 2023 | (17,797,000) | $ 1,506,000 | $ (220,000) | 98,851,000 | (118,065,000) | 131,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | $ (6,071,000) | (6,071,000) | |||||
Common stock issued for services rendered (in shares) | 0 | ||||||
Common stock issued for services rendered | $ 0 | ||||||
Shares issued to Centre Lane related to debt financing (in shares) | 21,401,993 | 21,401,993 | |||||
Common stock issue to Center Lane Partners | $ 1,926,000 | $ 214,000 | 1,712,000 | ||||
Extinguishment of Centre Lane Credit Facility | $ 670,000 | 670,000 | |||||
Common stock issued for options exercised (in shares) | 70,000 | 70,000 | |||||
Common stock issued for options exercised | $ 1,000 | $ 1,000 | |||||
Stock based compensation | 33,000 | 33,000 | |||||
Foreign currency translation, net | $ 119,000 | 119,000 | |||||
Preferred stock, ending balance (in shares) at Jun. 30, 2023 | 0 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 171,281,454 | 172,106,629 | |||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | 825,175 | (825,175) | |||||
Ending balance at Jun. 30, 2023 | $ (21,119,000) | $ 1,721,000 | $ (220,000) | $ 101,266,000 | $ (124,136,000) | $ 250,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (9,867) | $ (3,575) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation | 46 | 12 |
Interest paid-in kind on Centre Lane Credit Facility | 2,407 | 0 |
Amortization of operating lease right-of-use asset | 29 | 0 |
Amortization of debt discount | 844 | 615 |
Amortization of intangibles | 1,114 | 786 |
Stock based compensation | 58 | 59 |
Stock compensation for Oceanside shares | 0 | 117 |
Gain on forgiveness of PPP loan | 0 | (1,137) |
Common stock issued for services rendered | 31 | 0 |
(Recovery of) provision for bad debt | (27) | 222 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,259 | (146) |
Prepaid expenses and other current assets | (78) | 324 |
Operating lease liability | (24) | 4 |
Accounts payable and accrued expenses | (2,259) | (950) |
Other liabilities | 1,496 | 0 |
Deferred revenue | (627) | (539) |
Net cash used in operating activities | (3,594) | (2,814) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (4) | (4) |
Net cash used in investing activities | (4) | (4) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 1 | 0 |
Preference dividend payments | 0 | (2) |
Principal payments received for notes receivable | 0 | 6 |
Proceeds from Centre Lane Senior Secured Credit Facility, related party | 6,626 | 2,700 |
Repayments of BMLLC acquisition debt | 0 | (250) |
Net cash provided by financing activities | 6,627 | 2,454 |
Effect of foreign exchange rates on cash | 5 | 0 |
Net increase (decrease) in cash and cash equivalents | 3,034 | (364) |
Cash and cash equivalents at the beginning of period | 316 | 781 |
Cash and cash equivalents at end of period | 3,350 | 417 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 161 | 0 |
Non-cash investing and financing activities | ||
Recognition of right-of-use asset and operating lease liability | 0 | 691 |
Issuance of common shares to Oceanside to settle share liability | 0 | 162 |
Issuance of common stock for Centre Lane debt financing | 1,926 | 0 |
Issuance of debt to finance acquisition of Big Village Entities | 19,874 | 0 |
Centre Lane Senior Secured Credit Facility | ||
Changes in operating assets and liabilities: | ||
Interest payable | 0 | 1,390 |
10% Convertible Promissory Notes | ||
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization of debt discount | 7 | 7 |
Changes in operating assets and liabilities: | ||
Interest payable | $ 4 | $ 4 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Parenthetical) | Jun. 30, 2023 | Aug. 15, 2020 | Nov. 30, 2018 |
Short-Term Debt [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||
10% Convertible Promissory Notes | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% |
DESCRIPTION OF BUSINESS AND DEV
DESCRIPTION OF BUSINESS AND DEVELOPMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND DEVELOPMENTS | DESCRIPTION OF BUSINESS AND DEVELOPMENTS Organization and Nature of Operations Bright Mountain Media, Inc. (the “Company,” “Bright Mountain” or “we”) is a holding company which focuses on digital publishing and advertising technology. The Company is engaged in content creation and advertising technology development that helps customers connect with, and market to, targeted audiences in high quality environments using a variety of digital ad formats. Digital Publishing Our digital publishing division focuses on developing content that attracts an audience and monetizes that audience through advertising. The current portfolio of owned and operated websites is focused on moms, parenting, families, and more broadly, women. The portfolio consists of popular websites including Mom.com, Cafemom.com, LittleThings.com, and MamasLatinas.com. This demographic is highly sought after by brands and their advertising agencies. We use internal and external technologies to constantly improve the effectiveness and efficiency of the content we create. Our publishing division monetizes its audiences through both direct and programmatic advertising sales. Advertising Technology Our advertising technology division focuses on delivering targeted ads to audiences on owned and operated sites as well as third-party publishers in a cost-effective manner through the deployment of proprietary technologies. By developing our own proprietary technology stack, we are able to pass along efficiencies to both the demand and supply side of the ecosystem. Our goal is to enable and support a streamlined, end-to-end advertising model that addresses both demand (buy side) and publisher supply (sell side) programmatic sales and delivery of digital advertisements using an array of audience targeting tools and advertising formats (display, audio, video, CTV, in-app). Programmatic advertising relies on artificial intelligence powered software programs that leverage data and proprietary algorithms to match the optimal selection of an ad with a bid price offered by advertisers. The Company generates revenue through sales of advertising services which generate revenue from advertisements placed on the Company’s owned and managed sites, as well as from advertisements placed on partner websites, for which the Company earns a share of the revenue. Additionally, we also generate advertising services revenue from facilitating the real-time buying and selling of advertisements at scale between networks of buyers known as demand side platforms ("DSPs") and sellers known as supply side platforms ("SSPs"). Asset Purchase Agreement On April 3, 2023, in accordance with certain procedures (the “Bidding Procedures”) adopted by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in In re Big Village Holding LLC , et al., jointly-administered under case No. 23-10174 (the “Bankruptcy Case”), the “Company” submitted a bid (the “Bid”) for the acquisition of certain assets of Big Village Insights, Inc., a Delaware corporation f/k/a Engine International, Inc., Big Village Agency LLC, a Delaware limited liability company f/k/a Engine USA LLC, Big Village Group Inc., a Delaware corporation f/k/a Engine Group Inc., Deep Focus, Inc., a New York corporation, EMX Digital Inc., a Delaware corporation, Balihoo, Inc., a Delaware corporation, and Big Village Media LLC, a Delaware limited liability company f/k/a Engine Media LLC in the Bankruptcy Case (collectively, the “Sellers”) related to the Sellers’ Agency Business and Insights Business (as defined in the APA) (collectively, the “Business”). The Bid contemplated the payment of a deposit, a cash payment at Closing (as defined in the APA) and the assumption of certain of Sellers’ liabilities (the “Assumed Liabilities”), all as set forth in a definitive asset purchase agreement among the Sellers and the Company (the “APA”) and described below, for which the Company was successful. In accordance with the Bidding Procedures, on April 4, 2023, the Sellers conducted an auction among qualified bidders, including the Company (the “Auction”). At the Auction, following certain negotiated modifications to the APA, the Company was declared the winning bidder with a bid of $20.0 million plus the Assumed Liabilities, in accordance with the modified APA. The Company delivered the deposit of $2.0 million to the escrow agent effective as of April 3, 2023. On April 10, 2023, the Company entered into a definitive asset purchase agreement to acquire the assets of two business units of Big Village (Big Village Insights, Inc and Big Village Agency LLC, (together, the “Big Village Entities”)) for approximately $20.0 million, plus assumed liabilities, in an all-cash transaction funded by a senior secured credit facility (the "Big Village Acquisition"). On April 20, 2023, the Company completed the Big Village Acquisition. As part of the Big Village Acquisition, the Company formed BV Insights, LLC ("Insights") and Big-Village Agency, LLC ("Agency") to incorporate the assets acquired in the transactions, additionally, letters of employment were extended to certain legacy employees of the Big Village Entities, resulting in a total of 203 employees accepting the offer of employment by the Company. Insights is a global business intelligence firm providing primary research, secondary research, competitive intelligence and expert insight to address customer's strategic issues. Insights' revenue is primarily derived from providing a single integrated service for research. Agency is a digital marking service company, providing advertising technology serving advertisers and agencies by providing access to premium inventory, leveraging data to optimize programmatic campaigns. Agency's revenue is derived from the planning and execution of creative and media marketing campaigns. Centre Lane Senior Secure Credit Facility The Company and its subsidiaries are parties to the Amended and Restated Senior Secured Credit Agreement between itself, the lenders party thereto and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent (“Centre Lane Partners”), dated June 5, 2020, as amended (the “Credit Agreement”). On April 4, 2023, the Company entered into a commitment letter (the “Commitment Letter”) with Centre Lane Solutions Partners, LP (together with any designated affiliates thereof, the “CLP Lenders”), pursuant to which CLP Lenders would provide financing in the form of a senior secured credit facility for the Big Village Acquisition. On April 20, 2023, the Company and its subsidiaries CL Media Holdings LLC, Bright Mountain LLC, MediaHouse, Inc., Big-Village Agency LLC, and BV Insights LLC, and Centre Lane Partners entered into the Seventeenth Amendment to the Credit Agreement (the “Seventeenth Amendment”). The Credit Agreement was amended, as provided in the Seventeenth Amendment, to provide for an additional term loan amount of $26.3 million to, among other things, finance the Acquisition. This term loan, which was provided by BV Agency, LLC, (an affiliate of Centre Lane Solutions Partners, LP) matures on April 20, 2026 and was issued at a discount of 5% or $1.3 million. Interest of 15% payable under the note payable-in-kind in lieu of cash payment up to April 30, 2024, then 5% payable quarterly in cash and 10% payable-in-kind in lieu of cash payment until maturity of April 20, 2026. Also, in connection with the Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by CLP Lenders. The issuance of the shares of common stock were not registered under the Securities Act of 1933, as amended (“Securities Act”), in accordance with Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. As of June 30, 2023, BV Agency, LLC and Centre Lane Partners own approximately 12.4% and 8.8% of the Company’s outstanding common stock, respectively. Reduction in Work Force |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The unaudited consolidated financial statements include the accounts of the Company and all its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements for the three and six months ended June 30, 2023, and 2022 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all 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 unaudited consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. The 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 consolidated balance sheet information as of December 31, 2022, 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, 2022. The interim consolidated financial statements should be read in conjunction with that report. Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $124.1 million as of June 30, 2023. Cash flows used in operating activities were $3.6 million and $2.8 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had approximately a $9.0 million working capital deficit, inclusive of $3.4 million in cash and cash equivalents. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors. The Company is currently exploring all strategic alternatives, including restructuring or refinancing its debts, seeking additional debt, such as borrowings under the Credit Agreement or equity capital. The ability to access the capital market is also dependent on the stock volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, reducing general and administrative expenses, including a reduction in headcount. The ultimate success of these plans is not guaranteed. In considering our forecast for the next twelve months, the Company's current cash and working capital, as of the filing of this Quarterly Report on Form 10-Q, the Company’s available cash will not be sufficient to fund its anticipated level of operations. As a result, such matters create a substantial doubt regarding the Company’s ability to meet its financial needs and continue as a going concern. The accompanying unaudited consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with various commercial banks in the U.S. and other foreign countries in which the Company operates. As of June 30, 2023, the Company exceeded the federally insured limit of $250,000 for interest and non-interest-bearing accounts. As of December 31, 2022, the Company's interest and non-interest-bearing accounts were within the federally insured limit. As of June 30, 2023, the Company had cash balances with a single financial institution in excess of the FDIC insured limit by amounts of $2.9 million. As of December 31, 2022, the Company exceeded the insurance limit for one of its international bank accounts by $66,000. Off-balance Sheet Arrangements There are no off-balance sheet arrangements as of June 30, 2023 and December 31, 2022. Transaction Cost The Company incurred significant costs directly related to the Big Village Acquisition and are recorded as an expense on the income statement. See Note 13, Business Combinations, to these consolidated financial statements for further information. 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 unaudited consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our unaudited 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 unaudited consolidated financial statements include, valuation of goodwill and intangible assets, estimates of amortization period for intangible assets, estimates of depreciation period for property and equipment, the valuation of equity-based transactions, valuation of the Center Lane Senior Secured Facility carrying value regarding debt modification or extinguishment, and the valuation allowance on deferred tax assets. Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses as a result of consolidation are included in accumulated other comprehensive loss. Transaction gains and losses are included within “general and administrative expense” on the consolidated statements of operations and comprehensive loss. Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. In addition, the Company maintains various bank accounts in Thailand and Israel, with some level of insurance. We perform periodic evaluations of the relative credit standing of financial institutions. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. We perform credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. The Company generates revenue as follows: • selling of advertising services which generate revenue from advertisements placed on the Company’s owned and managed sites, as well as from advertisements placed on partner websites, for which the Company earns a share of the revenue; • generating advertising services revenue from facilitating the real-time buying and selling of advertisements at scale between networks of buyers, known as DSPs and sellers known as SSPs; • serving advertisers and agencies by providing access to premium inventory, leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns; and • providing primary research, secondary research, competitive intelligence and expert insight to address customer's strategic issues, where revenue is primarily derived from providing a single integrated service for research. The following table provides information about concentration that exceed 10% of revenue, accounts receivable and accounts payable for the period. Three Months Ended Six Months Ended 2023 2022 2023 2022 Revenue Concentration Customers exceeding 10% of revenue 1 1 1 1 % of overall revenue 14.2 % 41.7 % 12.7 % 34.9 % Total % of revenue 14.2 % 41.7 % 12.7 % 34.9 % June 30, December 31, Accounts Receivable Concentration Customers exceeding 10% of receivable 2 1 % of accounts receivable 33.1 % 43.5 % June 30, December 31, Accounts Payable Concentration Vendors exceeding 10% of payable — 2 % of accounts payable — % 21.8 % Reclassification During the year ended December 31, 2022, reclassification of certain accounts has been made to previously reported amounts to conform to their treatment to the current period. Specifically, the Company identified a reclassification of commissions from general and administrative expenses to cost of revenue on the consolidated statements of operations, reclassification between note receivable to prepaid expense and other current assets, website acquisition assets to intangible assets, as well as a reclassification between accrued expenses to other liabilities on the consolidated balance sheets. These reclassifications had no impact on the previously reported net loss for the three and six months ended June 30, 2022. Effective Accounting Pronouncements Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-13 (amended by ASU 2019-10), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments, which replaces the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company was required to adopt the new guidance on January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements for the six months ended June 30, 2023. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer s. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The adoption of this standard did not have a material impact on our consolidated financial statements for the six months ended June 30, 2023. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 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). This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. The new standard is effective January 1, 2024 (early adoption is permitted, but not earlier than January 1, 2021). The Company is currently evaluating the impact this guidance will have on the Company’s consolidated financial statements. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following: (in thousands) June 30, December 31, Accounts receivable $ 11,959 $ 3,447 Unbilled receivables (1) 3,757 724 15,716 4,171 Less allowance for doubtful accounts (491) (586) Accounts receivable, net $ 15,225 $ 3,585 (1) - Unbilled receivables represent amounts for services rendered at the end of the period pending generation of invoice to the customer. |
PREPAID COSTS AND OTHER ASSETS
PREPAID COSTS AND OTHER ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID COSTS AND OTHER ASSETS | PREPAID COSTS AND OTHER ASSETS Prepaid expenses and other assets consisted of the following: (in thousands) June 30, 2023 December 31, 2022 Prepaid insurance $ 443 $ 1 Prepaid consulting service agreements – Spartan (1) 95 285 Prepaid software 107 176 Deposits 187 137 Subscriptions 638 — Other 140 138 Total prepaid costs and other assets 1,610 737 Less: Non-current other assets (187) (137) Prepaid expenses and other current assets $ 1,423 $ 600 (1) Spartan Capital Securities, LLC ("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 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consisted of the following: (in thousands) Estimated June 30, 2023 December 31, 2022 Furniture and fixtures 3-5 $ 8 $ 49 Computer equipment 3 125 340 Computer software 5 2,229 — 2,362 389 Less: accumulated depreciation (2,148) (349) Property and equipment, net $ 214 $ 40 Depreciation and amortization expense for the three months ended June 30, 2023, and 2022 was $39,000 and $8,000, respectively, and $46,000 and $12,000 for the six months ended and June 30, 2023, and 2022, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. |
INTANGIBLES ASSETS, NET
INTANGIBLES ASSETS, NET | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES ASSETS, NET | INTANGIBLES ASSETS, NET Website acquisitions, net consisted of the following (in thousands): June 30, 2023 December 31, 2022 Website acquisition assets $ 1,124 $ 1,124 Less: accumulated amortization (1,123) (1,122) Website acquisition assets, net $ 1 $ 2 Other intangible assets, net consisted of the following (in thousands): As of June 30, 2023 As of December 31, 2022 Useful Life Gross Accumulated Net Gross Accumulated Net Trade name 2 - 10 $ 8,381 $ (1,973) $ 6,408 $ 2,759 $ (1,617) $ 1,142 IP/technology 10 5,821 (1,047) 4,774 1,983 (899) 1,084 Customer relationships 5 - 10 13,380 (5,023) 8,357 6,680 (4,419) 2,261 Non-compete agreements 3 - 5 402 (386) 16 402 (381) 21 Total $ 27,984 $ (8,429) $ 19,555 $ 11,824 $ (7,316) $ 4,508 During the three and six months ended June 30, 2023, the Company acquired intangible assets through the acquisition of the Big Village Entities as follows, (in thousands): Useful Life Amount Trade name 7 to 10 $ 5,622 Developed technology 10 3,838 Customer relationships 7 to 10 6,700 Total $ 16,160 June 30, 2023 December 31, 2022 Website $ 1 $ 2 Other intangibles 19,555 4,508 Total intangible, net $ 19,556 $ 4,510 Amortization expense for the three months ended June 30, 2023 and 2022 was approximately $728,000 and $390,000, respectively, and $1.1 million and $786,000 for the six months ended and June 30, 2023, and 2022, respectively. Amortization expense related to both the website acquisition costs and the intangible assets and is included in general and administrative expense in the statements of operations and comprehensive loss. As of June 30, 2023, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows (in thousands): Remainder of 2023 $ 1,650 2024 3,300 2025 2,539 2026 1,904 Thereafter 10,163 Total expected amortization expense $ 19,556 |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL The following table represents the allocation of goodwill as of June 30, 2023, and December 31, 2022 (in thousands): Owned & Ad Other Total December 31, 2022 $ 9,725 $ 9,920 $ — $ 19,645 Addition — — 1,291 1,291 June 30, 2023 $ 9,725 $ 9,920 $ 1,291 $ 20,936 Goodwill acquired as part of the Big Village Acquisition totals $1.3 million, and represents the value of unidentifiable intangible assets including future technology, new customer relationships and workforce. See Note 13, Business Combinations. 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. At December 31, 2022, an assessment was performed using a qualitative assessment which includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. Our qualitative assessment did not conclude that it is more likely than not that the estimated fair value of the reporting unit is greater than the carrying value, and we performed a quantitative analysis. In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on our debt structure, adjusted for current market conditions. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCURED EXPENSES | ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following (in thousands): June 30, 2023 December 31, 2022 Accounts payable $ 11,139 $ 8,585 Accrued wages, commissions and bonus 644 380 Publisher cost 763 559 Professional fees 767 677 Subcontractor 1,270 — Other 619 116 Total accounts payable and accrued expenses $ 15,202 $ 10,317 |
OTHER LIABILITIES
OTHER LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
OTHER LIABILITIES | OTHER LIABILITIES Other liabilities consisted of the following (in thousands): June 30, 2023 December 31, 2022 Current portion of long term lease $ 57 $ 38 Dividend payable 692 692 Project advance expense (1) 2,696 — Litigation reserves 1,338 1,107 Other current liabilities 5 1 Total other liabilities $ 4,788 $ 1,838 (1) Represents amount advanced by customers to cover third party expenses specifically related to their project, these expenses are offset against the advance and are not part of the Company's income statement. |
CENTRE LANE SENIOR SECURED CRED
CENTRE LANE SENIOR SECURED CREDIT FACILITY | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
CENTRE LANE SENIOR SECURED CREDIT FACILITY | CENTRE LANE SENIOR SECURED CREDIT FACILITY Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100% of Wild Sky Media, a subsidiary (the “Purchase Agreement”). To finance this acquisition, the Company obtained a first lien senior secured credit facility from Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”) in the amount of $16.5 million, comprising of $15.0 million of initial indebtedness, repayment of Wild Sky’s existing accounts receivable factoring facility of approximately $900,000 and approximately $500,000 of expenses. On April 4, 2023, the Company entered into a commitment letter (the “Commitment Letter”) with Centre Lane Partners, pursuant to which they would provide financing in the form of a senior secured credit facility for the acquisition of the Big Village Entities. On April 20, 2023, the Company and its subsidiaries entered into the Seventeenth Amendment to the Credit Agreement (the “Seventeenth Amendment”) with Centre Lane Partners. The Credit Agreement was amended, as provided in the Seventeenth Amendment, to provide for an additional term loan amount of $26.3 million to, among other things, finance the Acquisition. This term loan, which was provided by BV Agency, LLC, matures on April 20, 2026 and was issued at a discount of 5% or $1.3 million. Interest of 15% payable under the note payable-in-kind in lieu of cash payment up to April 30, 2024, then 5% payable quarterly in cash and 10% payable-in-kind in lieu of cash payment until maturity of April 20, 2026. As part of the Seventeenth Amendment, the Company is required to pay an amendment fee of 2% of the principal amount of the existing First Out and Last Out Terms Loans, totaling $706,000, additionally, an exit fee of $18,000 of the loan to finance the Big Village Acquisition. The outstanding principal on these at April 20, 2023 was $31.0 million and $4.3 million, respectively. These fees total $724,000 and are due on payable at maturity. Additionally, the maturity dates were extended to April 20, 2026. Also, in connection with the Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners. The shares valued $1.9 million, based on a per share price of $0.09, which was the closing price of the Company’s common stock at close of market on April 19, 2023. The issuance of the shares of common stock were not registered under the Securities Act of 1933, as amended (“Securities Act”), in accordance with Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. As of June 30, 2023, BV Agency, LLC and Centre Lane Partners own approximately 12.4% and 8.8% of the Company’s outstanding common stock, respectively. Including the Seventeenth Amendment, Centre Lane Partners subsequently loaned the Company an additional $36.0 million to provide liquidity to fund operations beginning in April 2021 (as amended, the “Centre Lane Senior Secured Credit Facility”). This Centre Lane Senior Secured Credit Facility has been determined to qualify as a related party transaction as shares were issued to Centre Lane Partners as part of the transaction. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. The original note issued under the Centre Lane Senior Secured Credit Facility initially bore interest at a rate of 6.0% per annum, with payments of 2.5% of outstanding principal beginning on June 30, 2023. The interest rate was increased to 10.0% pursuant to the first amendment to the Centre Lane Senior Secured Credit Facility and interest payable under the note is payable-in-kind (“PIK Interest”) in lieu of cash payment. Commencing with the ninth amendment, the interest rate was increased to 12% on all subsequent draws with 8% payable quarterly in cash and 4% payable-in-kind in lieu of cash payment. These draws are known as the “last in first out loans”, totaling $4.4 million inclusive of exit fees at June 30, 2023, due and payable on April 20, 2026. There is no prepayment penalty associated with this Centre Lane Senior Secured Credit Facility. However, partial or full prepayments of the Centre Lane Senior Secured Credit Facility would be required in the event of certain future capital raises. Optional Prepayment The Company may, at any time, voluntarily prepay, in whole or in part, a minimum of $250,000 of the outstanding principal of the loans, plus any accrued but unpaid interest on the aggregate principal amount of the loans being prepaid. Repayment of Loans The Company is required to repay in cash to Centre Lane Partners (i) commencing with the fiscal quarter ending on June 30, 2023, in consecutive quarterly installments to be paid on the last day of each fiscal quarter of the Company, an amount equal to 2.5% of the outstanding aggregate principal amount of the original principal plus draws advanced by amendments 2 through 8 along with accrued and unpaid interest (after giving effect to capitalized PIK Interest) and (ii) on the maturity date all outstanding obligations (including, without limitation, all accrued and unpaid principal and interest on the principal amounts of the Loans (including any accrued but uncapitalized PIK Interest)) of the loan parties that are due and payable on such date. The outstanding amount for these draws at June 30, 2023 is $32.4 million, inclusive of interest paid in kind. On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners regarding installment payment due on June 30, 2023, to be paid in equal monthly installments on July 3, 2023, August 7, 2023 and September 5, 2023, respectively. During the three and six months ended June 30, 2023, the Company paid approximately $161,000 toward outstanding interest payable, there was no payment made during the same period for 2022. There was no payment on the principal loan balance for the three and six months ended June 30, 2023, and 2022. Fees Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is also required to pay Centre Lane Partners a non-refundable annual administration fee equal to $35,000 for agency services provided under the Credit Agreement. The Credit Agreement provides that this fee shall be in all respects fully earned, due and paid-in-kind by the Company on the effective date (“Effective Date”) of the Credit Agreement and on each anniversary of the Effective Date during the term of this agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans. The accumulated administrative fee since inception of the facility is $140,000 and is included in outstanding principal. The administrative fee charged during the three months ended June 30, 2023 and 2022 was $35,000 and $35,000, respectively. The below table summarizes the loan balances and accrued interest for the periods ended June 30, 2023, and December 31, 2022, (in thousands): June 30, 2023 December 31, 2022 Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party (Current Portion) $ 4,048 $ 4,860 Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party 53,061 25,101 Net principal 57,109 29,961 Add: debt discount 7,041 3,148 Outstanding principal $ 64,150 $ 33,109 The below table summarizes the movement in the outstanding principal for the periods ended June 30, 2023, and December 31, 2022, (in thousands): June 30, 2023 December 31, 2022 Opening balance $ 33,109 26,334 Add: Draws 27,816 3,050 Exit and other fees 818 621 Interest capitalized 2,407 3,104 31,041 6,775 Outstanding principal $ 64,150 $ 33,109 Amendments to Centre Lane Senior Secured Credit Facility Commencing April 2021, the Company and certain of its subsidiaries entered into various amendments to the Credit Agreement between itself and Centre Lane Partners. The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent. The Credit Agreement was amended to provide for additional loans used for working capital. In addition, and as part of the transaction, there are exit fees (the "Exit Fees"), which will be added and capitalized to the principal amount of the original loan. As of June 30, 2023, there were eighteen amendments to the Credit Agreement. Consistent with FASB ASC Topic 470 Debt , (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded as fair value, which becomes the new carrying value. A gain or loss is recorded for the difference between the net carrying value or the original debt and the fair value of the new debt. Interest expense is recorded based on the effective interest rate of the new debt. A debt is considered extinguished if the present value of the new cash flows under the term of the new debt is at least 10% different from the present value of the remaining cash flows under the terms of the old debt. In connection with the Seventeenth Amendment, the Company determined that the change was an extinguishment consistent with ASC 470, Debt, the old debt of $35.5 million was derecognized and the new debt of $62.7 million was recognized at estimated fair value. A gain on extinguishment was recognized against additional paid in capital of $670,000, as Centre Lane Partners is a related party. On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners regarding installment payment due on June 30, 2023, to be paid in equal monthly installments on July 3, 2023, August 7, 2023 and September 5, 2023, respectively. There was no impact on principal or interest and no fees incurred by the Company for this amendment. The below table summarizes the amendments to the Credit Agreement that impacted principal, interest and fees that were executed by the Company since the inception of the facility to June 30, 2023, (in thousands, except for share data): Number Date Draw $’000 Repayment Interest Interest Rate (Cash) Agency Fee Exit Fee (A) Common Accounting Impact 1 04/26/21 $ — April 20, 2026 10 % $ — $ — $ — 150,000 Extinguishment (B) 2 05/26/21 1,500 April 20, 2026 10 % — — 750 3,000,000 Modification 3 08/12/21 500 April 20, 2026 10 % — — 250 2,000,000 Modification 4 08/31/21 1,100 April 20, 2026 10 % — — 550 — Modification 5 10/08/21 725 April 20, 2026 10 % — — 363 — Extinguishment 6 11/05/21 800 April 20, 2026 10 % — — 800 7,500,000 Modification 7 12/23/21 500 April 20, 2026 10 % — 70 500 — Modification $ 5,125 $ 70 $ 3,213 12,650,000 8 01/26/22 350 April 20, 2026 10 % — — 350 — Modification 9 02/11/22 250 April 20, 2026 4 % 8 % — 13 — Modification 10 03/11/22 300 April 20, 2026 4 % 8 % — 15 — Modification 11 03/25/22 500 April 20, 2026 4 % 8 % — 25 — Modification 12 04/15/22 450 April 20, 2026 4 % 8 % — 23 — Modification 13 05/10/22 500 April 20, 2026 4 % 8 % 35 25 — Modification 14 06/10/22 350 April 20, 2026 4 % 8 % — 18 — Modification 15 07/08/22 350 April 20, 2026 4 % 8 % — 18 — Modification $ 3,050 $ 35 $ 487 — 16 02/10/23 1,500 April 20, 2026 4 % 8 % — 75 — Modification 17 04/20/23 26,316 April 20, 2026 15 % — % 35 708 21,401,993 Extinguishment (C) $ 35,991 $ 140 $ 4,483 34,051,993 (A) Added and capitalized to the principal amount of the original loan and the original loan terms apply. (B) The Centre Lane Senior Secured Credit Facility was amended to permit the Company to raise up to $6.0 million of total cash proceeds from the sale of its preferred stock prior to December 31, 2021, without having to make a mandatory prepayment of the loans. Additionally, the Company may issue up to $800,000 in dividends from the previous limit of $500,000 per annum. (C) 15% PIK until April 20, 2024, then 5% cash and 10% PIK thereafter. Draws advanced by amendments 2 through 8 totaling $5.5 million and exit fees totaling $3.6 million, were due for full repayment on February 28, 2022. Prior to this date, the loan agreement allowed the Company to waive the accrual of interest on these amounts. There was no repayment of these amounts, and as a result, on March 11, 2022, amendment 10 was executed, changing the repayment date of the outstanding principal and commencing interest accrual on the exit fees. All amounts advanced for amendments 9 through 16 were due on June 30, 2023 along with accrued and unpaid interest, however, the maturity date was changed to April 20, 2026 with amendment 17. The outstanding amount at June 30, 2023 is $4.4 million, inclusive of interest paid in kind. As of June 30, 2023 and December 31, 2022, of the Centre Lane Senior Secured Credit Facility was $57.1 million and $30.0 million, respectively, net of unamortized debt discount of $7.0 million and $3.1 million, respectively. The discount is being amortized over the remaining life of the Centre Lane Senior Secured Credit facility using the effective interest method. Interest expense for the three and six months ended June 30, 2023, and 2022 consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Interest expense $ 1,707 $ 829 $ 2,570 $ 1,386 Amortization 536 331 837 608 Total interest expense $ 2,243 $ 1,160 $ 3,407 $ 1,994 Subsequent Events On July 28, 2023, the Credit Agreement was amended, to provide for an additional term loan amount of $2.0 million. This term loan matures on June 30, 2024. See Note 23, Subsequent Events to the consolidated financial statements. The principal balance of these Convertible Notes payable was $80,000 at June 30, 2023 and December 31, 2022. The total Convertible Notes payable was $75,000 and $68,000, net of discount of $5,000 and $12,000, at June 30, 2023 and December 31, 2022, respectively. Interest expense for the Convertible Notes was $6,000 inclusive of interest of $2,000 and discount amortization of $4,000 for the three months ended June 30, 2023, and 2022. Interest expense for the Convertible Notes was $11,000 inclusive of interest of $4,000 and discount amortization of $7,000 for the six months ended June 30, 2023 and 2022. The outstanding principal and interest of the Convertible Notes is due and payable November 2023. |
OCEANSIDE SHARE EXCHANGE LOAN
OCEANSIDE SHARE EXCHANGE LOAN | 6 Months Ended |
Jun. 30, 2023 | |
Oceanside Share Exchange Loan | |
OCEANSIDE SHARE EXCHANGE LOAN | OCEANSIDE SHARE EXCHANGE LOAN 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 July 31, 2019, and the Company acquired all of the outstanding shares of Oceanside. Pursuant to the terms of the Oceanside Merger Agreement, the Company issued 12,513,227 shares valued at $20.0 million to owners and employees of Oceanside and contingent consideration of $750,000 paid through the delivery of unsecured, interest free, one On 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. On September 6, 2022, the Company’s Board of Directors (the "Board") approved a settlement with the Oceanside Shareholders providing for payment of $650,000 payable over a 50-month period which commenced January 2023. Amount unpaid as of June 30, 2023 was $572,000. |
10% CONVERTIBLE PROMISSORY NOTE
10% CONVERTIBLE PROMISSORY NOTES | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
10% CONVERTIBLE PROMISSORY NOTES | CENTRE LANE SENIOR SECURED CREDIT FACILITY Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100% of Wild Sky Media, a subsidiary (the “Purchase Agreement”). To finance this acquisition, the Company obtained a first lien senior secured credit facility from Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”) in the amount of $16.5 million, comprising of $15.0 million of initial indebtedness, repayment of Wild Sky’s existing accounts receivable factoring facility of approximately $900,000 and approximately $500,000 of expenses. On April 4, 2023, the Company entered into a commitment letter (the “Commitment Letter”) with Centre Lane Partners, pursuant to which they would provide financing in the form of a senior secured credit facility for the acquisition of the Big Village Entities. On April 20, 2023, the Company and its subsidiaries entered into the Seventeenth Amendment to the Credit Agreement (the “Seventeenth Amendment”) with Centre Lane Partners. The Credit Agreement was amended, as provided in the Seventeenth Amendment, to provide for an additional term loan amount of $26.3 million to, among other things, finance the Acquisition. This term loan, which was provided by BV Agency, LLC, matures on April 20, 2026 and was issued at a discount of 5% or $1.3 million. Interest of 15% payable under the note payable-in-kind in lieu of cash payment up to April 30, 2024, then 5% payable quarterly in cash and 10% payable-in-kind in lieu of cash payment until maturity of April 20, 2026. As part of the Seventeenth Amendment, the Company is required to pay an amendment fee of 2% of the principal amount of the existing First Out and Last Out Terms Loans, totaling $706,000, additionally, an exit fee of $18,000 of the loan to finance the Big Village Acquisition. The outstanding principal on these at April 20, 2023 was $31.0 million and $4.3 million, respectively. These fees total $724,000 and are due on payable at maturity. Additionally, the maturity dates were extended to April 20, 2026. Also, in connection with the Seventeenth Amendment, on April 20, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners. The shares valued $1.9 million, based on a per share price of $0.09, which was the closing price of the Company’s common stock at close of market on April 19, 2023. The issuance of the shares of common stock were not registered under the Securities Act of 1933, as amended (“Securities Act”), in accordance with Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. As of June 30, 2023, BV Agency, LLC and Centre Lane Partners own approximately 12.4% and 8.8% of the Company’s outstanding common stock, respectively. Including the Seventeenth Amendment, Centre Lane Partners subsequently loaned the Company an additional $36.0 million to provide liquidity to fund operations beginning in April 2021 (as amended, the “Centre Lane Senior Secured Credit Facility”). This Centre Lane Senior Secured Credit Facility has been determined to qualify as a related party transaction as shares were issued to Centre Lane Partners as part of the transaction. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. The original note issued under the Centre Lane Senior Secured Credit Facility initially bore interest at a rate of 6.0% per annum, with payments of 2.5% of outstanding principal beginning on June 30, 2023. The interest rate was increased to 10.0% pursuant to the first amendment to the Centre Lane Senior Secured Credit Facility and interest payable under the note is payable-in-kind (“PIK Interest”) in lieu of cash payment. Commencing with the ninth amendment, the interest rate was increased to 12% on all subsequent draws with 8% payable quarterly in cash and 4% payable-in-kind in lieu of cash payment. These draws are known as the “last in first out loans”, totaling $4.4 million inclusive of exit fees at June 30, 2023, due and payable on April 20, 2026. There is no prepayment penalty associated with this Centre Lane Senior Secured Credit Facility. However, partial or full prepayments of the Centre Lane Senior Secured Credit Facility would be required in the event of certain future capital raises. Optional Prepayment The Company may, at any time, voluntarily prepay, in whole or in part, a minimum of $250,000 of the outstanding principal of the loans, plus any accrued but unpaid interest on the aggregate principal amount of the loans being prepaid. Repayment of Loans The Company is required to repay in cash to Centre Lane Partners (i) commencing with the fiscal quarter ending on June 30, 2023, in consecutive quarterly installments to be paid on the last day of each fiscal quarter of the Company, an amount equal to 2.5% of the outstanding aggregate principal amount of the original principal plus draws advanced by amendments 2 through 8 along with accrued and unpaid interest (after giving effect to capitalized PIK Interest) and (ii) on the maturity date all outstanding obligations (including, without limitation, all accrued and unpaid principal and interest on the principal amounts of the Loans (including any accrued but uncapitalized PIK Interest)) of the loan parties that are due and payable on such date. The outstanding amount for these draws at June 30, 2023 is $32.4 million, inclusive of interest paid in kind. On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners regarding installment payment due on June 30, 2023, to be paid in equal monthly installments on July 3, 2023, August 7, 2023 and September 5, 2023, respectively. During the three and six months ended June 30, 2023, the Company paid approximately $161,000 toward outstanding interest payable, there was no payment made during the same period for 2022. There was no payment on the principal loan balance for the three and six months ended June 30, 2023, and 2022. Fees Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is also required to pay Centre Lane Partners a non-refundable annual administration fee equal to $35,000 for agency services provided under the Credit Agreement. The Credit Agreement provides that this fee shall be in all respects fully earned, due and paid-in-kind by the Company on the effective date (“Effective Date”) of the Credit Agreement and on each anniversary of the Effective Date during the term of this agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans. The accumulated administrative fee since inception of the facility is $140,000 and is included in outstanding principal. The administrative fee charged during the three months ended June 30, 2023 and 2022 was $35,000 and $35,000, respectively. The below table summarizes the loan balances and accrued interest for the periods ended June 30, 2023, and December 31, 2022, (in thousands): June 30, 2023 December 31, 2022 Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party (Current Portion) $ 4,048 $ 4,860 Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party 53,061 25,101 Net principal 57,109 29,961 Add: debt discount 7,041 3,148 Outstanding principal $ 64,150 $ 33,109 The below table summarizes the movement in the outstanding principal for the periods ended June 30, 2023, and December 31, 2022, (in thousands): June 30, 2023 December 31, 2022 Opening balance $ 33,109 26,334 Add: Draws 27,816 3,050 Exit and other fees 818 621 Interest capitalized 2,407 3,104 31,041 6,775 Outstanding principal $ 64,150 $ 33,109 Amendments to Centre Lane Senior Secured Credit Facility Commencing April 2021, the Company and certain of its subsidiaries entered into various amendments to the Credit Agreement between itself and Centre Lane Partners. The Company and its subsidiaries are parties to a credit agreement between itself and Centre Lane Partners as Administrative Agent and Collateral Agent. The Credit Agreement was amended to provide for additional loans used for working capital. In addition, and as part of the transaction, there are exit fees (the "Exit Fees"), which will be added and capitalized to the principal amount of the original loan. As of June 30, 2023, there were eighteen amendments to the Credit Agreement. Consistent with FASB ASC Topic 470 Debt , (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded as fair value, which becomes the new carrying value. A gain or loss is recorded for the difference between the net carrying value or the original debt and the fair value of the new debt. Interest expense is recorded based on the effective interest rate of the new debt. A debt is considered extinguished if the present value of the new cash flows under the term of the new debt is at least 10% different from the present value of the remaining cash flows under the terms of the old debt. In connection with the Seventeenth Amendment, the Company determined that the change was an extinguishment consistent with ASC 470, Debt, the old debt of $35.5 million was derecognized and the new debt of $62.7 million was recognized at estimated fair value. A gain on extinguishment was recognized against additional paid in capital of $670,000, as Centre Lane Partners is a related party. On June 30, 2023, the Company and its subsidiaries entered into its Eighteenth Amendment with Centre Lane Partners regarding installment payment due on June 30, 2023, to be paid in equal monthly installments on July 3, 2023, August 7, 2023 and September 5, 2023, respectively. There was no impact on principal or interest and no fees incurred by the Company for this amendment. The below table summarizes the amendments to the Credit Agreement that impacted principal, interest and fees that were executed by the Company since the inception of the facility to June 30, 2023, (in thousands, except for share data): Number Date Draw $’000 Repayment Interest Interest Rate (Cash) Agency Fee Exit Fee (A) Common Accounting Impact 1 04/26/21 $ — April 20, 2026 10 % $ — $ — $ — 150,000 Extinguishment (B) 2 05/26/21 1,500 April 20, 2026 10 % — — 750 3,000,000 Modification 3 08/12/21 500 April 20, 2026 10 % — — 250 2,000,000 Modification 4 08/31/21 1,100 April 20, 2026 10 % — — 550 — Modification 5 10/08/21 725 April 20, 2026 10 % — — 363 — Extinguishment 6 11/05/21 800 April 20, 2026 10 % — — 800 7,500,000 Modification 7 12/23/21 500 April 20, 2026 10 % — 70 500 — Modification $ 5,125 $ 70 $ 3,213 12,650,000 8 01/26/22 350 April 20, 2026 10 % — — 350 — Modification 9 02/11/22 250 April 20, 2026 4 % 8 % — 13 — Modification 10 03/11/22 300 April 20, 2026 4 % 8 % — 15 — Modification 11 03/25/22 500 April 20, 2026 4 % 8 % — 25 — Modification 12 04/15/22 450 April 20, 2026 4 % 8 % — 23 — Modification 13 05/10/22 500 April 20, 2026 4 % 8 % 35 25 — Modification 14 06/10/22 350 April 20, 2026 4 % 8 % — 18 — Modification 15 07/08/22 350 April 20, 2026 4 % 8 % — 18 — Modification $ 3,050 $ 35 $ 487 — 16 02/10/23 1,500 April 20, 2026 4 % 8 % — 75 — Modification 17 04/20/23 26,316 April 20, 2026 15 % — % 35 708 21,401,993 Extinguishment (C) $ 35,991 $ 140 $ 4,483 34,051,993 (A) Added and capitalized to the principal amount of the original loan and the original loan terms apply. (B) The Centre Lane Senior Secured Credit Facility was amended to permit the Company to raise up to $6.0 million of total cash proceeds from the sale of its preferred stock prior to December 31, 2021, without having to make a mandatory prepayment of the loans. Additionally, the Company may issue up to $800,000 in dividends from the previous limit of $500,000 per annum. (C) 15% PIK until April 20, 2024, then 5% cash and 10% PIK thereafter. Draws advanced by amendments 2 through 8 totaling $5.5 million and exit fees totaling $3.6 million, were due for full repayment on February 28, 2022. Prior to this date, the loan agreement allowed the Company to waive the accrual of interest on these amounts. There was no repayment of these amounts, and as a result, on March 11, 2022, amendment 10 was executed, changing the repayment date of the outstanding principal and commencing interest accrual on the exit fees. All amounts advanced for amendments 9 through 16 were due on June 30, 2023 along with accrued and unpaid interest, however, the maturity date was changed to April 20, 2026 with amendment 17. The outstanding amount at June 30, 2023 is $4.4 million, inclusive of interest paid in kind. As of June 30, 2023 and December 31, 2022, of the Centre Lane Senior Secured Credit Facility was $57.1 million and $30.0 million, respectively, net of unamortized debt discount of $7.0 million and $3.1 million, respectively. The discount is being amortized over the remaining life of the Centre Lane Senior Secured Credit facility using the effective interest method. Interest expense for the three and six months ended June 30, 2023, and 2022 consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Interest expense $ 1,707 $ 829 $ 2,570 $ 1,386 Amortization 536 331 837 608 Total interest expense $ 2,243 $ 1,160 $ 3,407 $ 1,994 Subsequent Events On July 28, 2023, the Credit Agreement was amended, to provide for an additional term loan amount of $2.0 million. This term loan matures on June 30, 2024. See Note 23, Subsequent Events to the consolidated financial statements. The principal balance of these Convertible Notes payable was $80,000 at June 30, 2023 and December 31, 2022. The total Convertible Notes payable was $75,000 and $68,000, net of discount of $5,000 and $12,000, at June 30, 2023 and December 31, 2022, respectively. Interest expense for the Convertible Notes was $6,000 inclusive of interest of $2,000 and discount amortization of $4,000 for the three months ended June 30, 2023, and 2022. Interest expense for the Convertible Notes was $11,000 inclusive of interest of $4,000 and discount amortization of $7,000 for the six months ended June 30, 2023 and 2022. The outstanding principal and interest of the Convertible Notes is due and payable November 2023. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS On April 20, 2023, the Company completed the Big Village Acquisition of two business units of Big Village Holding LLC for approximately $20.0 million, plus assumed liabilities, in an all-cash transaction funded by a senior secured credit facility. As part of the Big Village Acquisition, the Company formed BV Insights, LLC ("Insights") and Big-Village Agency, LLC ("Agency") to incorporate the assets acquired in the transactions, additionally, letters of employment were extended to certain legacy employees of the Big Village Entities, resulting in a total of 203 employees accepting the offer of employment by the Company. The purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill and intangibles. The goodwill of $1.3 million recognized was attributable to assembled workforce and strategic benefits that are expected to be achieved. Identified intangibles total $16.2 million inclusive of the below, in thousands: Useful Life Amount Trade name 7 to 10 $ 5,622 Developed technology 10 3,838 Customer relationships 7 to 10 6,700 $ 16,160 The following table summarizes the allocation of the purchase price based on the estimated fair value of the acquired assets and assumed liabilities at the date of the Big Village Acquisition, in thousands: Purchase price consideration Center Lane Senior Secured Credit Facility $ 19,874 Fair value of assets assumed Accounts receivable $ 14,872 Intangibles 16,160 Goodwill 1,291 Prepaid and other assets 795 Property and equipment 216 33,334 Fair value of liabilities assumed Accounts payable and accrued expenses $ 7,271 Deferred revenue 4,754 Other current liabilities 1,435 13,460 Total fair value of assets and liabilities assumed $ 19,874 We incurred costs related to the Big Village Acquisition of approximately $1.0 million during the three and six months ended June 30, 2023. Additionally, $2.8 million in cure claims was paid to accepted vendors on the closing date and $1.2 million was subsequently paid to employees representing bonus. Amounts for cure claims and bonuses are included above as part of assumed liability. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our consolidated statements of operations. |
PAYCHECK PROTECTION PROGRAM
PAYCHECK PROTECTION PROGRAM | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
PAYCHECK PROTECTION PROGRAM | PAYCHECK PROTECTION PROGRAM The Paycheck Protection Program (“PPP”) was established by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and administered by the Small Business Administration (“SBA”). During 2021 to 2022, the Company and one of its subsidiaries, Wild Sky Media, entered into agreements to borrow funds under the PPP program. Under the terms of the CARES Act, PPP loan recipients could apply for and be granted forgiveness for all, or a portion of loans granted under the PPP. Second Bright Mountain PPP Loan On February 17, 2021, the Company entered into a promissory note of $296,000 with Regions Bank (the “Second Bright Mountain PPP Loan”) which had a two-year term and bears interest at a rate of 1.0% per annum. This was the second tranche available under the PPP program and was forgiven as of June 15, 2022, and the Company recorded a non-cash gain of $296,000 on the PPP forgiveness during the three and six months ended June 30, 2022. Second Wild Sky PPP Loan On March 23, 2021, Wild Sky entered into a promissory note of $842,000 with Holcomb Bank (the “Second Wild Sky PPP Loan”) which had a two-year term and bears interest at a rate of 1.0% per annum. This was the second tranche available under the PPP program and was forgiven as of March 23, 2022, and the Company recorded a non-cash gain of $842,000 on the PPP forgiveness during the six months ended June 30, 2022. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The following table represents our revenue disaggregated by type (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Revenue: Digital publishing $ 1,444 $ 2,364 $ 2,399 $ 3,988 Advertising technology 11,172 3,353 11,715 5,188 Total revenue $ 12,616 $ 5,717 $ 14,114 $ 9,176 Geographic Information Revenue by geographical region consists of the following (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Revenue: Unites States $ 12,616 $ 5,053 $ 14,077 $ 8,108 Israel — 664 37 1,068 Total revenue $ 12,616 $ 5,717 $ 14,114 $ 9,176 Revenue by geography is generally based on the country of the Company’s contracting entity. Total United States revenue was approximately 100% and 88% of total revenue for the three months ended June 30, 2023 and 2022, respectively, and 100% and 88% for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, and December 31, 2022, approximately 100% of our long-lived assets were attributable to operations in the United States. Long-lived assets include websites and other intangibles assets that are utilized in overall revenue generation. Deferred Revenue The movement in deferred revenue during the six months ended June 30, 2023 and the year ended December 31, 2022 comprised the following (in thousands): June 30, 2023 December 31, 2022 Deferred revenue at start of the period $ 737 $ 1,162 Amounts invoiced during the period 1,561 588 Business combination 4,754 — Less: revenue recognized during the period (2,189) (1,013) Deferred revenue at end of the period $ 4,863 $ 737 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION On April 14, 2022, the Board and the Compensation Committee of the Board adopted and approved the 2022 Bright Mountain Media Stock Option Plan (the “Stock Option Plan”). The Stock Option Plan provides for the grant of awards to eligible employees, directors and consultants in the form of stock options. The purpose of the Stock Option Plan is 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. The Stock Option Plan is the successor to the Company’s prior stock option plans (2011, 2013, 2015 and 2019 Plans) and accordingly no new grants will be made under the prior plans from and after the date of adoption of the Stock Option Plan. The Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock. As of June 30, 2023, 16,543,215 shares were remaining under the Stock Option Plan for future issuance. Options As of June 30, 2023, options to purchase 5,956,785 shares of common stock were outstanding under the Stock Option Plan at a weighted average exercise price of $0.14 per share. Compensation expense recorded in connection with the Stock Option Plan was $33,000 and $30,000 for the three months ended June 30, 2023 and 2022, respectively, with $58,000 and $59,000 for the six months ended June 30, 2023 and 2022, respectively. These amounts have been recognized as a component of general and administrative expenses in the accompanying consolidated financial statements. The following table presents the activity of the Company’s outstanding stock options of common stock for the six months ended June 30, 2023: Common Stock Options Number of Weighted Weighted Aggregate Balance Outstanding, December 31, 2022 6,517,660 $ 0.12 7.8 $ — Granted 535,000 $ 0.16 9.2 $ — Exercised (70,000) — — $ — Forfeited (869,375) $ 0.01 — $ — Expired (156,500) 0.10 — — Balance Outstanding, June 30, 2023 5,956,785 $ 0.14 8.2 $ — Exercisable at, June 30, 2023 1,835,897 $ 0.29 6.3 $ — Unvested at, June 30, 2023 4,120,888 $ 0.07 9.0 $ — As of June 30, 2023, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $167,588 to be recognized through May 2030. The following table provides the weighted average assumptions used in determining the fair value of the stock-based awards for the three months ended June 30, 2023 and 2022: June 30, 2023 June 30, 2022 Expected Term (years) 6.25 6.25 Expected volatility 499 % 412 % Risk -free interest rate 3.59 % 2.70 % Dividend yield — % — % Expected forfeiture rate — % — % 535,000 and 4,845,433 options were issued during the six months ended June 30, 2022 and 2022. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Valuation is based on unadjusted quoted prices in active markets for identical assets and liabilities that are accessible at the reporting date. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 : Valuation is determined from pricing inputs that are other than quoted prices in active markets that are either directly or indirectly observable as of the reporting date. Observable inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and interest rates and yield curves that are observable at commonly quoted intervals. Level 3 : Valuation is based on inputs that are both significant to the fair value measurement and unobservable. Level 3 inputs include situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value generally require significant management judgment or estimation. Fair Value Considerations Financial instruments recognized in the consolidated balance sheets consist of cash, accounts receivable, other liabilities and accounts payable. The Company believes that the carrying value of its current financial instruments approximates their fair value due to the short-term nature of these instruments. The carrying value of the Centre Lane Senior Secured Credit Facility and the 10% Convertible Promissory Note approximates the fair value due to their nature and level of risk. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Lease Agreements The Company accounts for its operating lease under FASB ASC Topic 842, Leases (“ASC 842”), which requires lessees to recognize on the balance sheet at lease commencement, the lease assets and the related lease liabilities for the rights and obligations created by operating and finance leases with lease terms of more than 12 months. The Company leases its corporate offices in Boca Raton, Florida under a long-term non-cancellable lease agreement that expired on October 31, 2021 (as amended, the “Lease”). On June 14, 2022, the Company signed a second lease addendum (the “Second Addendum”) to the Lease with a lease term for five years beginning upon completion of improvements to the office space by the landlord, which was completed on September 12, 2022. The annual base rent is $100,000, with a provision for a 3% increase on each anniversary of the rent commencement date. The Company has the option to renew the Lease for one additional five-year term. At June 30, 2023 the operating lease asset was $338,000 and is included under assets on the consolidated balance sheet. At June 30, 2023, the operating lease liability was $333,000, including current portion of $57,000 and is included under liabilities on the consolidated balance sheet. Over the lease term, the Company is required to amortize the operating lease asset and record interest expense on the lease liability created at Lease commencement. Operating lease expense was approximately $40,000 and $81,000 for the three and six months June 30, 2023, respectively, and there was no such expense for the same period in 2022. Rent expense prior to commencement of the Lease for the three and six months ended June 30, 2022 was $44,000 and $92,000, respectively. 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. As of June 30, 2023 and December 31, 2022, the right-of-use asset and lease liability for the operating lease are summarized as follows (in thousands): June 30, 2023 December 31, 2022 Assets Operating lease right-of-use asset $ 338 $ 367 Liabilities Operating lease liability, current $ 57 $ 38 Operating lease liability, net of current portion 276 319 Total operating lease liability $ 333 $ 357 Current portion of operating lease liability of $57,000 and $38,000 is included in other liabilities on the balance sheets at June 30, 2023 and December 31, 2022, respectively. Litigation In accordance with applicable accounting guidance, the Company establishes an accrued liability for litigation and regulatory matters when those matters present loss contingencies that are both probable and estimable. In such cases, there may be exposure to loss in excess of any amounts accrued. When a loss contingency is not both probable and estimable, the Company does not establish an accrued liability. As a litigation or regulatory matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and estimable. If, at the time of evaluation, the loss contingency related to a litigation or regulatory matter is not both probable and estimable, the matter will continue to be monitored for further developments that would make such loss contingency both probable and estimable. When a loss contingency related to a litigation or regulatory matter is deemed to be both probable and estimable, the Company will establish an accrued liability with respect to such loss contingency and record a corresponding amount of litigation-related expense. The Company will then continue to monitor the matter for further developments that could affect the amount of any such accrued liability. Ladenburg On July 11, 2023, Ladenburg Thalmann & Co. Inc. (“Ladenburg”) filed an action against the Company for breach of contract in the United States District Court for the Southern District of Florida, Case No. 9:23-cv-81019-AMC. Ladenburg alleges that it entered into an Investment Banking Agreement (the “Agreement”) with the Company on September 1, 2020. According to Ladenburg, that Agreement provided that Ladenburg would be the exclusive investment advisor and banker for the Company. Ladenburg alleges that the Agreement entitles them to a fee for any financing transactions (debt financing or merger and acquisition transactions) that the Company engages in during the term of the contract. In April 2023, the Company informed Ladenburg of an impending Big Village Acquisition. Ladenburg now seeks $1.5 million, plus interest, costs and attorneys’ fees and expenses as a result of that acquisition and debt financing, claiming that it is entitled to a fee. The Company disputes the allegations and disputes that Ladenburg is entitled to receive any fee since it did not perform any work pertaining to such acquisition. Other Litigation Other litigation is defined as smaller claims or litigation that are neither individually nor collectively material. It does not include lawsuits that relate to collections. The Company is party to various other legal proceedings that arise in the ordinary course of business, separate from normal course accounts receivable collections matters. Due to the inherent difficulty of predicting the outcome of these litigations and other legal proceedings, the Company cannot predict the eventual outcome of these matters, and it is reasonably possible that some of them could be resolved unfavorably to the Company. As a result, it is possible that the Company’s results of operations or cash flows in a particular fiscal period could be materially affected by an unfavorable resolution of pending litigation or contingencies. The outcome is not determinable as of the issuance of these financial statements. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | SHAREHOLDERS’ DEFICIT Preferred Stocks The Company has authorized 20,000,000 shares of preferred stock with a par value of $0.01 (the “Preferred Stock”), issuable in such series and with such designations, rights and preferences as the Board may determine. The Company’s Board 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”) and 10% Series F Convertible Preferred Stock (“Series F Stock”). The designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 are identical, other than the dividend rate, liquidation preference and date of automatic conversion into shares of our common stock. The Series F-1 pays dividends at the rate of 12% per annum and automatically converts into shares of our common stock on April 10, 2022. The Series F-2 pays dividends at the rate of 6% per annum and automatically converts into shares of our common on July 27, 2022. The Series F-3 pays dividends at the rate of 10% per annum and automatically converts into shares of our common stock on August 30, 2022. The Series E pays dividends at the rate of 10% per annum and automatically converted into shares of our common stock on November 21, 2022. Additional terms of the designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 include: • the shares have no voting rights, except as may be provided under Florida law; • the shares pay cash dividends subject to the provisions of Florida law at the dividend rates set forth above, payable monthly in arrears; • the shares are convertible at any time at the option of the holder into shares of our common stock on a 1:1 basis. The conversion ratio is proportionally adjusted in the event of stock splits, recapitalization or similar corporate events. Any shares not previously converted will automatically convert into shares of our common stock on the dates set forth above; • the shares rank junior to the 10% Series A Convertible Preferred Stock and our 10% Series E Convertible Preferred Stock; • in the event of a liquidation or winding up of the Company, the shares have a liquidation preference of $0.50 per share for the Series F-1, $0.50 per share for the Series F-2 and $0.40 per share for the Series F-3; and • the shares are not redeemable by the Company. Other designations, rights and preferences of each of series of preferred stock are identical, including: • shares do not have voting rights, except as may be permitted under Florida law; • are convertible into shares of our common stock at the holder’s option on a one for one basis; • are entitled to a liquidation preference equal to a return of the capital invested; and • 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. There were no shares of preferred stock issued or outstanding at June 30, 2023, and December 31, 2022. At June 30, 2023 and December 31, 2022, accrued unpaid preference dividend was $692,000 payable to the Company's Chairman, Mr. Kip Speyer, and is included under other liabilities in the consolidated balance sheet. Common Stocks Shares of Common Stock under the Stock Option Plan On April 14, 2022, the Board and the Compensation Committee of the Board adopted and approved the 2022 Bright Mountain Media Stock Option Plan (the “Stock Option Plan”). The Stock Option Plan is a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock. As of June 30, 2023, 16,543,215 shares were remaining under the 2022 Plan for future issuance. Issuance of Common Stock During the three and six months ended June 30, 2023, the Company issued shares of our common stock as follows (in thousands, except share data): Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Shares (#) Value Shares (#) Value Shares issued to Centre Lane related to debt financing 21,401,993 $ 1,926 21,401,993 $ 1,926 Common stock issued for options exercised 70,000 1 70,000 1 Common stock issued for services rendered — — 190,000 31 21,471,993 $ 1,927 21,661,993 $ 1,958 During the six months ended June 30, 2022, the Company issued a net 174,253 shares of our common stock for the following concepts (in thousands, except share data): Shares (#) Value Shares issued to Oceanside employees per the acquisition agreement valued at $1.60 174,253 $ 279 Total 174,253 $ 279 Treasury Stocks During the year ended December 31, 2021, three shareholders relinquished their Bright Mountain common stock shares. A total of 825,175 shares were acquired with a value of $220,000. The shares are being held as Treasury Stock by the Company. Warrants At June 30, 2023, we had 31,173,316 common stock warrants outstanding to purchase shares of our common stock with an exercise price ranging between $0.65 and $1.00 per share. A summary of the Company’s warrants outstanding as of June 30, 2023, is presented below: Warrants as of Number Gross cash proceeds $ 1.00 4,992,308 $ 4,992 $ 0.65 10,725,000 $ 6,971 $ 0.75 15,456,008 $ 11,592 31,173,316 $ 23,555 Approximately 4,825,000 common stock warrants expired during the six months ended June 30, 2023. At December 31, 2022, we had 35,998,316 common stock warrants outstanding to purchase shares of our common stock with an exercise price ranging between $0.65 and $1.00 per share. A summary of the Company’s warrants outstanding as of December 31, 2022, is presented below: Warrants as of Number Gross cash proceeds $ 1.00 4,992,308 $ 4,992 $ 0.65 15,550,000 $ 10,108 $ 0.75 15,456,008 $ 11,592 35,998,316 $ 26,692 |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE As of June 30, 2023, and 2022, there were 172,106,629 and 149,984,636 shares of common stock issued, respectively, and 171,281,454 and 149,159,461 shares of common stock outstanding, respectively. Outstanding shares as of June 30, 2023, and 2022, have been adjusted to reflect 825,175 treasury shares. Basic net loss per share is computed by dividing the net earnings attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding, increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Conversion or exercise of the potential common shares is not reflected in diluted earnings per share unless the effect is dilutive. The dilutive effect, if any, of outstanding common share equivalents is reflected in diluted earnings per share by application of the treasury stock method, and if-converted method as applicable. The following tables reconcile actual basic and diluted earnings per share for the three and six months ended June 30, 2023, and 2022 (in thousands, except per share data). Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Loss per share: Numerator: Net loss $ (6,071) $ (1,458) $ (9,867) $ (3,575) Preferred stock dividends — (1) — (2) Net loss available to common shareholders $ (6,071) $ (1,459) (9,867) (3,577) Denominator Weighted-average common shares outstanding Basic and diluted 166,779,390 149,159,461 158,291,304 149,130,579 Net loss per common share Basic and diluted $ (0.04) $ (0.01) $ (0.06) $ (0.02) The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows: As of June 30, 2023 2022 Shares unvested and subject to exercise of stock options 5,956,785 6,188,660 Shares subject to warrants stock conversion 31,173,316 35,823,316 Shares subject to convertible preferred stock conversion — 125,000 Shares subject to convertible notes stock conversion 200,000 200,000 |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES Centre Lane Partners Centre Lane Partners, who sold the Wild Sky business to the Company in June 2020 has partnered and assisted the Company from a liquidity perspective during 2022 and through the six months ended June 30, 2023. Additionally, in connection with the Seventeenth Amendment, on June 30, 2023, the Company issued 21,401,993 shares of common stock of the Company to BV Agency, LLC, an entity beneficially owned by Centre Lane Partners. This relationship has been determined to qualify as a related party, BV Agency, LLC and Centre Lane Partners own approximately 12.4% and 8.8% of the Company’s outstanding common stock, respectively. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions. Through June 30, 2023, the Company has entered into 18 amendments to the Credit Agreement between itself and Centre Lane Partners. See Note 10, Centre Lane Senior Secured Credit Facility for more information. The total related party debt owed to Centre Lane Partners was $64.2 million and $33.1 million as of June 30, 2023 and December 31, 2022, respectively. See Note 10, Centre Lane Senior Secured Credit Facility, for more information. Convertible Promissory Note As discussed in Note 12, 10% Convertible Promissory Notes, the note payable to the Chairman of the Board amounted to $80,000 and $80,000 as of June 30, 2023, and December 31, 2022, respectively. See Note 12, 10% Convertible Promissory Notes for further discussion on these notes payable. Preferred Stocks During the three months ended June 30, 2023, and 2022, the Company paid cash dividends on the outstanding shares of the Company’s Series E and F Preferred Stock of $0 and $1,200, respectively, held by affiliates of the Company. During the six months ended June 30, 2023, and 2022, the Company paid cash dividends on the outstanding shares of the Company’s Series E and F Preferred Stock of $0 and $2,500, respectively, held by affiliates of the Company. At June 30, 2023 and December 31, 2022, accrued unpaid preference dividend was $692,000. These amounts are payable to the Company's Chairman, Mr. Kip Speyer. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recorded $0 tax provision for the three and six months ended June 30, 2023, and 2022, due in large part to its expected tax losses for the period and maintaining a full valuation allowance against its net deferred tax assets. At June 30, 2023 and December 31, 2022, the Company had no unrecognized tax benefits or accrued interest and penalties recorded. No interest and penalties were recognized during the three and six months ended June 30, 2023, and 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSCentre Lane Senior Secure Credit Facility AmendmentOn July 28, 2023, the Company and its subsidiaries, CL Media Holdings LLC, Bright Mountain LLC, MediaHouse, Inc., Big-Village Agency LLC, and BV Insights LLC, and Centre Lane Partners entered into the Nineteenth Amendment to the Credit Agreement (the “Nineteenth Amendment”). The Credit Agreement was amended, as provided in the Nineteenth Amendment, to provide for an additional term loan amount of $2.0 million to, among other things, finance the integration and further growth of the Company post-Acquisition. This term loan matures on April 20, 2026. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The unaudited consolidated financial statements include the accounts of the Company and all its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements for the three and six months ended June 30, 2023, and 2022 |
Going Concern and Liquidity | Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $124.1 million as of June 30, 2023. Cash flows used in operating activities were $3.6 million and $2.8 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the Company had approximately a $9.0 million working capital deficit, inclusive of $3.4 million in cash and cash equivalents. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors. The Company is currently exploring all strategic alternatives, including restructuring or refinancing its debts, seeking additional debt, such as borrowings under the Credit Agreement or equity capital. The ability to access the capital market is also dependent on the stock volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, reducing general and administrative expenses, including a reduction in headcount. The ultimate success of these plans is not guaranteed. In considering our forecast for the next twelve months, the Company's current cash and working capital, as of the filing of this Quarterly Report on Form 10-Q, the Company’s available cash will not be sufficient to fund its anticipated level of operations. As a result, such matters create a substantial doubt regarding the Company’s ability to meet its financial needs and continue as a going concern. The accompanying unaudited consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with various commercial banks in the U.S. and other foreign countries in which the Company operates. |
Off-balance Sheet Arrangements | Off-balance Sheet Arrangements There are no off-balance sheet arrangements as of June 30, 2023 and December 31, 2022. |
Transaction Cost | Transaction Cost The Company incurred significant costs directly related to the Big Village Acquisition and are recorded as an expense on the income statement. See Note 13, Business Combinations, to these consolidated financial statements for further information. |
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 unaudited consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our unaudited 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 unaudited consolidated financial statements include, valuation of goodwill and intangible assets, estimates of amortization period for intangible assets, estimates of depreciation period for property and equipment, the valuation of equity-based transactions, valuation of the Center Lane Senior Secured Facility carrying value regarding debt modification or extinguishment, and the valuation allowance on deferred tax assets. |
Foreign Currency | Foreign CurrencyWe translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses as a result of consolidation are included in accumulated other comprehensive loss. Transaction gains and losses are included within “general and administrative expense” on the consolidated statements of operations and comprehensive loss. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. In addition, the Company maintains various bank accounts in Thailand and Israel, with some level of insurance. We perform periodic evaluations of the relative credit standing of financial institutions. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. We perform credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. The Company generates revenue as follows: • selling of advertising services which generate revenue from advertisements placed on the Company’s owned and managed sites, as well as from advertisements placed on partner websites, for which the Company earns a share of the revenue; • generating advertising services revenue from facilitating the real-time buying and selling of advertisements at scale between networks of buyers, known as DSPs and sellers known as SSPs; • serving advertisers and agencies by providing access to premium inventory, leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns; and |
Reclassification | Reclassification During the year ended December 31, 2022, reclassification of certain accounts has been made to previously reported amounts to conform to their treatment to the current period. Specifically, the Company identified a reclassification of commissions from general and administrative expenses to cost of revenue on the consolidated statements of operations, reclassification between note receivable to prepaid expense and other current assets, website acquisition assets to intangible assets, as well as a reclassification between accrued expenses to other liabilities on the consolidated balance sheets. These reclassifications had no impact on the previously reported net loss for the three and six months ended June 30, 2022. |
Effective Accounting Pronouncements Adopted and Not Yet Adopted | Effective Accounting Pronouncements Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-13 (amended by ASU 2019-10), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, regarding the measurement of credit losses for certain financial instruments, which replaces the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company was required to adopt the new guidance on January 1, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements for the six months ended June 30, 2023. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer s. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The adoption of this standard did not have a material impact on our consolidated financial statements for the six months ended June 30, 2023. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 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). This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. The new standard is effective January 1, 2024 (early adoption is permitted, but not earlier than January 1, 2021). The Company is currently evaluating the impact this guidance will have on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONCENTRATION RISK | The following table provides information about concentration that exceed 10% of revenue, accounts receivable and accounts payable for the period. Three Months Ended Six Months Ended 2023 2022 2023 2022 Revenue Concentration Customers exceeding 10% of revenue 1 1 1 1 % of overall revenue 14.2 % 41.7 % 12.7 % 34.9 % Total % of revenue 14.2 % 41.7 % 12.7 % 34.9 % June 30, December 31, Accounts Receivable Concentration Customers exceeding 10% of receivable 2 1 % of accounts receivable 33.1 % 43.5 % June 30, December 31, Accounts Payable Concentration Vendors exceeding 10% of payable — 2 % of accounts payable — % 21.8 % |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | Accounts receivable, net consisted of the following: (in thousands) June 30, December 31, Accounts receivable $ 11,959 $ 3,447 Unbilled receivables (1) 3,757 724 15,716 4,171 Less allowance for doubtful accounts (491) (586) Accounts receivable, net $ 15,225 $ 3,585 (1) - Unbilled receivables represent amounts for services rendered at the end of the period pending generation of invoice to the customer. |
PREPAID COSTS AND OTHER ASSETS
PREPAID COSTS AND OTHER ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER ASSETS | Prepaid expenses and other assets consisted of the following: (in thousands) June 30, 2023 December 31, 2022 Prepaid insurance $ 443 $ 1 Prepaid consulting service agreements – Spartan (1) 95 285 Prepaid software 107 176 Deposits 187 137 Subscriptions 638 — Other 140 138 Total prepaid costs and other assets 1,610 737 Less: Non-current other assets (187) (137) Prepaid expenses and other current assets $ 1,423 $ 600 (1) Spartan Capital Securities, LLC ("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 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following: (in thousands) Estimated June 30, 2023 December 31, 2022 Furniture and fixtures 3-5 $ 8 $ 49 Computer equipment 3 125 340 Computer software 5 2,229 — 2,362 389 Less: accumulated depreciation (2,148) (349) Property and equipment, net $ 214 $ 40 |
INTANGIBLES ASSETS, NET (Tables
INTANGIBLES ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF WEBSITE ACQUISITIONS | Website acquisitions, net consisted of the following (in thousands): June 30, 2023 December 31, 2022 Website acquisition assets $ 1,124 $ 1,124 Less: accumulated amortization (1,123) (1,122) Website acquisition assets, net $ 1 $ 2 |
SCHEDULE OF INTANGIBLE ASSETS | Other intangible assets, net consisted of the following (in thousands): As of June 30, 2023 As of December 31, 2022 Useful Life Gross Accumulated Net Gross Accumulated Net Trade name 2 - 10 $ 8,381 $ (1,973) $ 6,408 $ 2,759 $ (1,617) $ 1,142 IP/technology 10 5,821 (1,047) 4,774 1,983 (899) 1,084 Customer relationships 5 - 10 13,380 (5,023) 8,357 6,680 (4,419) 2,261 Non-compete agreements 3 - 5 402 (386) 16 402 (381) 21 Total $ 27,984 $ (8,429) $ 19,555 $ 11,824 $ (7,316) $ 4,508 During the three and six months ended June 30, 2023, the Company acquired intangible assets through the acquisition of the Big Village Entities as follows, (in thousands): Useful Life Amount Trade name 7 to 10 $ 5,622 Developed technology 10 3,838 Customer relationships 7 to 10 6,700 Total $ 16,160 June 30, 2023 December 31, 2022 Website $ 1 $ 2 Other intangibles 19,555 4,508 Total intangible, net $ 19,556 $ 4,510 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE | As of June 30, 2023, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows (in thousands): Remainder of 2023 $ 1,650 2024 3,300 2025 2,539 2026 1,904 Thereafter 10,163 Total expected amortization expense $ 19,556 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | The following table represents the allocation of goodwill as of June 30, 2023, and December 31, 2022 (in thousands): Owned & Ad Other Total December 31, 2022 $ 9,725 $ 9,920 $ — $ 19,645 Addition — — 1,291 1,291 June 30, 2023 $ 9,725 $ 9,920 $ 1,291 $ 20,936 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consisted of the following (in thousands): June 30, 2023 December 31, 2022 Accounts payable $ 11,139 $ 8,585 Accrued wages, commissions and bonus 644 380 Publisher cost 763 559 Professional fees 767 677 Subcontractor 1,270 — Other 619 116 Total accounts payable and accrued expenses $ 15,202 $ 10,317 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other liabilities consisted of the following (in thousands): June 30, 2023 December 31, 2022 Current portion of long term lease $ 57 $ 38 Dividend payable 692 692 Project advance expense (1) 2,696 — Litigation reserves 1,338 1,107 Other current liabilities 5 1 Total other liabilities $ 4,788 $ 1,838 (1) Represents amount advanced by customers to cover third party expenses specifically related to their project, these expenses are offset against the advance and are not part of the Company's income statement. |
CENTRE LANE SENIOR SECURED CR_2
CENTRE LANE SENIOR SECURED CREDIT FACILITY (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOAN BALANCES AND ACCRUED INTEREST | The below table summarizes the loan balances and accrued interest for the periods ended June 30, 2023, and December 31, 2022, (in thousands): June 30, 2023 December 31, 2022 Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party (Current Portion) $ 4,048 $ 4,860 Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party 53,061 25,101 Net principal 57,109 29,961 Add: debt discount 7,041 3,148 Outstanding principal $ 64,150 $ 33,109 |
SCHEDULE OF LONG-TERM DEBT | The below table summarizes the movement in the outstanding principal for the periods ended June 30, 2023, and December 31, 2022, (in thousands): June 30, 2023 December 31, 2022 Opening balance $ 33,109 26,334 Add: Draws 27,816 3,050 Exit and other fees 818 621 Interest capitalized 2,407 3,104 31,041 6,775 Outstanding principal $ 64,150 $ 33,109 |
SCHEDULE OF LINE OF CREDIT FACILITIES | The below table summarizes the amendments to the Credit Agreement that impacted principal, interest and fees that were executed by the Company since the inception of the facility to June 30, 2023, (in thousands, except for share data): Number Date Draw $’000 Repayment Interest Interest Rate (Cash) Agency Fee Exit Fee (A) Common Accounting Impact 1 04/26/21 $ — April 20, 2026 10 % $ — $ — $ — 150,000 Extinguishment (B) 2 05/26/21 1,500 April 20, 2026 10 % — — 750 3,000,000 Modification 3 08/12/21 500 April 20, 2026 10 % — — 250 2,000,000 Modification 4 08/31/21 1,100 April 20, 2026 10 % — — 550 — Modification 5 10/08/21 725 April 20, 2026 10 % — — 363 — Extinguishment 6 11/05/21 800 April 20, 2026 10 % — — 800 7,500,000 Modification 7 12/23/21 500 April 20, 2026 10 % — 70 500 — Modification $ 5,125 $ 70 $ 3,213 12,650,000 8 01/26/22 350 April 20, 2026 10 % — — 350 — Modification 9 02/11/22 250 April 20, 2026 4 % 8 % — 13 — Modification 10 03/11/22 300 April 20, 2026 4 % 8 % — 15 — Modification 11 03/25/22 500 April 20, 2026 4 % 8 % — 25 — Modification 12 04/15/22 450 April 20, 2026 4 % 8 % — 23 — Modification 13 05/10/22 500 April 20, 2026 4 % 8 % 35 25 — Modification 14 06/10/22 350 April 20, 2026 4 % 8 % — 18 — Modification 15 07/08/22 350 April 20, 2026 4 % 8 % — 18 — Modification $ 3,050 $ 35 $ 487 — 16 02/10/23 1,500 April 20, 2026 4 % 8 % — 75 — Modification 17 04/20/23 26,316 April 20, 2026 15 % — % 35 708 21,401,993 Extinguishment (C) $ 35,991 $ 140 $ 4,483 34,051,993 (A) Added and capitalized to the principal amount of the original loan and the original loan terms apply. (B) The Centre Lane Senior Secured Credit Facility was amended to permit the Company to raise up to $6.0 million of total cash proceeds from the sale of its preferred stock prior to December 31, 2021, without having to make a mandatory prepayment of the loans. Additionally, the Company may issue up to $800,000 in dividends from the previous limit of $500,000 per annum. (C) 15% PIK until April 20, 2024, then 5% cash and 10% PIK thereafter. |
SCHEDULE OF INTEREST EXPENSE | Interest expense for the three and six months ended June 30, 2023, and 2022 consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Interest expense $ 1,707 $ 829 $ 2,570 $ 1,386 Amortization 536 331 837 608 Total interest expense $ 2,243 $ 1,160 $ 3,407 $ 1,994 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | Identified intangibles total $16.2 million inclusive of the below, in thousands: Useful Life Amount Trade name 7 to 10 $ 5,622 Developed technology 10 3,838 Customer relationships 7 to 10 6,700 $ 16,160 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price based on the estimated fair value of the acquired assets and assumed liabilities at the date of the Big Village Acquisition, in thousands: Purchase price consideration Center Lane Senior Secured Credit Facility $ 19,874 Fair value of assets assumed Accounts receivable $ 14,872 Intangibles 16,160 Goodwill 1,291 Prepaid and other assets 795 Property and equipment 216 33,334 Fair value of liabilities assumed Accounts payable and accrued expenses $ 7,271 Deferred revenue 4,754 Other current liabilities 1,435 13,460 Total fair value of assets and liabilities assumed $ 19,874 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATED REVENUE | The following table represents our revenue disaggregated by type (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Revenue: Digital publishing $ 1,444 $ 2,364 $ 2,399 $ 3,988 Advertising technology 11,172 3,353 11,715 5,188 Total revenue $ 12,616 $ 5,717 $ 14,114 $ 9,176 |
SCHEDULE OF REVENUE BY GEOGRAPHICAL REGION | Revenue by geographical region consists of the following (in thousands): Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Revenue: Unites States $ 12,616 $ 5,053 $ 14,077 $ 8,108 Israel — 664 37 1,068 Total revenue $ 12,616 $ 5,717 $ 14,114 $ 9,176 |
SCHEDULE OF DEFERRED REVENUE | The movement in deferred revenue during the six months ended June 30, 2023 and the year ended December 31, 2022 comprised the following (in thousands): June 30, 2023 December 31, 2022 Deferred revenue at start of the period $ 737 $ 1,162 Amounts invoiced during the period 1,561 588 Business combination 4,754 — Less: revenue recognized during the period (2,189) (1,013) Deferred revenue at end of the period $ 4,863 $ 737 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS | The following table presents the activity of the Company’s outstanding stock options of common stock for the six months ended June 30, 2023: Common Stock Options Number of Weighted Weighted Aggregate Balance Outstanding, December 31, 2022 6,517,660 $ 0.12 7.8 $ — Granted 535,000 $ 0.16 9.2 $ — Exercised (70,000) — — $ — Forfeited (869,375) $ 0.01 — $ — Expired (156,500) 0.10 — — Balance Outstanding, June 30, 2023 5,956,785 $ 0.14 8.2 $ — Exercisable at, June 30, 2023 1,835,897 $ 0.29 6.3 $ — Unvested at, June 30, 2023 4,120,888 $ 0.07 9.0 $ — |
SCHEDULE OF ASSUMPTIONS USED IN VALUATION | The following table provides the weighted average assumptions used in determining the fair value of the stock-based awards for the three months ended June 30, 2023 and 2022: June 30, 2023 June 30, 2022 Expected Term (years) 6.25 6.25 Expected volatility 499 % 412 % Risk -free interest rate 3.59 % 2.70 % Dividend yield — % — % Expected forfeiture rate — % — % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF LEASE LIABILITY MATURITY | As of June 30, 2023 and December 31, 2022, the right-of-use asset and lease liability for the operating lease are summarized as follows (in thousands): June 30, 2023 December 31, 2022 Assets Operating lease right-of-use asset $ 338 $ 367 Liabilities Operating lease liability, current $ 57 $ 38 Operating lease liability, net of current portion 276 319 Total operating lease liability $ 333 $ 357 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD | During the three and six months ended June 30, 2023, the Company issued shares of our common stock as follows (in thousands, except share data): Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Shares (#) Value Shares (#) Value Shares issued to Centre Lane related to debt financing 21,401,993 $ 1,926 21,401,993 $ 1,926 Common stock issued for options exercised 70,000 1 70,000 1 Common stock issued for services rendered — — 190,000 31 21,471,993 $ 1,927 21,661,993 $ 1,958 During the six months ended June 30, 2022, the Company issued a net 174,253 shares of our common stock for the following concepts (in thousands, except share data): Shares (#) Value Shares issued to Oceanside employees per the acquisition agreement valued at $1.60 174,253 $ 279 Total 174,253 $ 279 |
SCHEDULE OF WARRANTS | A summary of the Company’s warrants outstanding as of June 30, 2023, is presented below: Warrants as of Number Gross cash proceeds $ 1.00 4,992,308 $ 4,992 $ 0.65 10,725,000 $ 6,971 $ 0.75 15,456,008 $ 11,592 31,173,316 $ 23,555 Warrants as of Number Gross cash proceeds $ 1.00 4,992,308 $ 4,992 $ 0.65 15,550,000 $ 10,108 $ 0.75 15,456,008 $ 11,592 35,998,316 $ 26,692 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF EARNINGS PER SHARE | The following tables reconcile actual basic and diluted earnings per share for the three and six months ended June 30, 2023, and 2022 (in thousands, except per share data). Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Loss per share: Numerator: Net loss $ (6,071) $ (1,458) $ (9,867) $ (3,575) Preferred stock dividends — (1) — (2) Net loss available to common shareholders $ (6,071) $ (1,459) (9,867) (3,577) Denominator Weighted-average common shares outstanding Basic and diluted 166,779,390 149,159,461 158,291,304 149,130,579 Net loss per common share Basic and diluted $ (0.04) $ (0.01) $ (0.06) $ (0.02) |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows: As of June 30, 2023 2022 Shares unvested and subject to exercise of stock options 5,956,785 6,188,660 Shares subject to warrants stock conversion 31,173,316 35,823,316 Shares subject to convertible preferred stock conversion — 125,000 Shares subject to convertible notes stock conversion 200,000 200,000 |
DESCRIPTION OF BUSINESS AND D_2
DESCRIPTION OF BUSINESS AND DEVELOPMENTS - NARRATIVE (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 28, 2023 USD ($) | Apr. 20, 2023 USD ($) employee business shares | Jun. 30, 2023 USD ($) employee shares | Jun. 30, 2023 USD ($) employee shares | Jun. 30, 2022 USD ($) | Apr. 04, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Proceeds from Centre Lane Senior Secured Credit Facility, related party | $ 6,626 | $ 2,700 | ||||
Interest Rate (PIK) | 10% | |||||
Interest Rate (Cash) | 5% | |||||
Stock issued during period (in shares) | shares | 21,401,993 | 21,401,993 | 21,401,993 | |||
Employee reduction amount | employee | 12 | 17 | ||||
Restructuring charges | $ 114 | $ 236 | ||||
Big Village | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Business combination | $ 20,000 | |||||
Escrow deposit | $ 2,000 | |||||
Number of business acquired | business | 2 | |||||
Number of employees | employee | 203 | |||||
Bright Mountain Media, Inc | BV Agency, LLC | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Ownership percentage | 12.40% | 12.40% | 12.40% | |||
Bright Mountain Media, Inc | Centre Lane Partners Master Credit Fund II, L.P | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Ownership percentage | 8.80% | 8.80% | 8.80% | |||
Credit Agreement | Centre Lane Senior Secured Credit Facility | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Proceeds from Centre Lane Senior Secured Credit Facility, related party | $ 26,300 | |||||
Discount rate | 5% | |||||
Discount amount | $ 1,300 | |||||
Interest Rate (PIK) | 15% | |||||
Credit Agreement | Centre Lane Senior Secured Credit Facility | Subsequent Event | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Proceeds from Centre Lane Senior Secured Credit Facility, related party | $ 2,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - NARRATIVE (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Accumulated deficit | $ (124,136) | $ (114,269) | |
Net Cash used cash from operating activities | (3,594) | $ (2,814) | |
Working capital deficit | (9,000) | ||
Cash and cash equivalents | 3,350 | 316 | |
Cash, uninsured amount | $ 2,900 | $ 66 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - SCHEDULE OF CUSTOMER CONCENTRATION RISK PERCENTAGE (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 customer vendor | Jun. 30, 2022 customer | Jun. 30, 2023 customer | Jun. 30, 2022 customer | Dec. 31, 2022 vendor customer | |
Product Information [Line Items] | |||||
Customers exceeding 10% of revenue | 1 | 1 | 1 | 1 | |
Customers exceeding 10% of receivable | 2 | 1 | |||
Vendors exceeding 10% of payable | vendor | 0 | 2 | |||
Revenue Benchmark | Customer Concentration Risk | Customer One | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 14.20% | 41.70% | 12.70% | 34.90% | |
Revenue Benchmark | Customer Concentration Risk | Total Customers | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 14.20% | 41.70% | 12.70% | 34.90% | |
Accounts Receivable Benchmark | Customer Concentration Risk | Total Customers | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 33.10% | 43.50% | |||
Accounts Payable Benchmark | Customer Concentration Risk | Total Vendors | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 0% | 21.80% |
ACCOUNTS RECEIVABLE - SCHEDULE
ACCOUNTS RECEIVABLE - SCHEDULE OF ACCOUNTS RECEIVABLES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivable | $ 11,959 | $ 3,447 |
Unbilled receivables | 3,757 | 724 |
Total | 15,716 | 4,171 |
Less allowance for doubtful accounts | (491) | (586) |
Accounts receivable, net | $ 15,225 | $ 3,585 |
ACCOUNTS RECEIVABLE - NARRATIVE
ACCOUNTS RECEIVABLE - NARRATIVE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Receivables [Abstract] | ||||
Bad debt expense | $ 161 | $ 49 | $ (27) | $ 222 |
PREPAID COSTS AND OTHER ASSET_2
PREPAID COSTS AND OTHER ASSETS - SCHEDULE OF PREPAID COSTS AND OTHER ASSETS (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 443 | $ 1 |
Prepaid consulting service agreements – Spartan | 95 | 285 |
Prepaid software | 107 | 176 |
Deposits | 187 | 137 |
Subscriptions | 638 | 0 |
Other | 140 | 138 |
Total prepaid costs and other assets | 1,610 | 737 |
Less: Non-current other assets – Spartan | (187) | (137) |
Prepaid expenses and other current assets | $ 1,423 | $ 600 |
Service agreement, period | 5 years |
PROPERTY AND EQUIPMENT - SCHEDU
PROPERTY AND EQUIPMENT - SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,362 | $ 389 |
Less: accumulated depreciation | (2,148) | (349) |
Property and equipment, net | 214 | 40 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8 | 49 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (Years) | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (Years) | 5 years | |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (Years) | 3 years | |
Property and equipment, gross | $ 125 | 340 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (Years) | 5 years | |
Property and equipment, gross | $ 2,229 | $ 0 |
PROPERTY AND EQUIPMENT - NARRAT
PROPERTY AND EQUIPMENT - NARRATIVE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 39 | $ 8 | $ 46 | $ 12 |
INTANGIBLES ASSETS, NET - SCHED
INTANGIBLES ASSETS, NET - SCHEDULE OF WEBSITE ACQUISITIONS, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Website acquisition assets, net | $ 19,556 | $ 4,510 |
Website Acquisitions | ||
Finite-Lived Intangible Assets [Line Items] | ||
Website acquisition assets | 1,124 | 1,124 |
Less: accumulated amortization | (1,123) | (1,122) |
Website acquisition assets, net | $ 1 | $ 2 |
INTANGIBLES ASSETS, NET - SCH_2
INTANGIBLES ASSETS, NET - SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Website acquisition assets, net | $ 19,556 | $ 4,510 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,381 | 2,759 |
Accumulated Amortization | (1,973) | (1,617) |
Website acquisition assets, net | $ 6,408 | 1,142 |
Trade name | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 2 years | |
Trade name | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | |
IP/technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | |
Gross Carrying Amount | $ 5,821 | 1,983 |
Accumulated Amortization | (1,047) | (899) |
Website acquisition assets, net | 4,774 | 1,084 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,380 | 6,680 |
Accumulated Amortization | (5,023) | (4,419) |
Website acquisition assets, net | $ 8,357 | 2,261 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 5 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 10 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 402 | 402 |
Accumulated Amortization | (386) | (381) |
Website acquisition assets, net | $ 16 | 21 |
Non-compete agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 3 years | |
Non-compete agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 5 years | |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 27,984 | 11,824 |
Accumulated Amortization | (8,429) | (7,316) |
Website acquisition assets, net | $ 19,555 | $ 4,508 |
INTANGIBLES ASSETS, NET - ACQUI
INTANGIBLES ASSETS, NET - ACQUISITION (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Apr. 20, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 19,556 | $ 4,510 | |
Big Village | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 16,160 | ||
Trade name | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 6,408 | 1,142 | |
Trade name | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 10 years | ||
Trade name | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 2 years | ||
Trade name | Big Village | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 10 years | ||
Trade name | Big Village | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 7 years | ||
Developed technology | Big Village | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 10 years | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 8,357 | $ 2,261 | |
Customer relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 10 years | ||
Customer relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 5 years | ||
Customer relationships | Big Village | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 10 years | ||
Customer relationships | Big Village | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (Years) | 7 years |
INTANGIBLES ASSETS, NET - TOTAL
INTANGIBLES ASSETS, NET - TOTAL INTANGIBLES, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 19,556 | $ 4,510 |
Website | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | 1 | 2 |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 19,555 | $ 4,508 |
INTANGIBLES ASSETS, NET - NARRA
INTANGIBLES ASSETS, NET - NARRATIVE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization, expense | $ 728 | $ 390 | $ 1,114 | $ 786 |
INTANGIBLES ASSETS, NET - SCH_3
INTANGIBLES ASSETS, NET - SCHEDULE OF AMORTIZATION EXPENSE OF INTANGIBLE ASSETS AND WEBSITE ACQUISITION (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2023 | $ 1,650 |
2024 | 3,300 |
2025 | 2,539 |
2026 | 1,904 |
Thereafter | 10,163 |
Total expected amortization expense | $ 19,556 |
GOODWILL - SCHEDULE OF CHANGES
GOODWILL - SCHEDULE OF CHANGES GOODWILL (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | $ 19,645 |
Addition | 1,291 |
Goodwill, ending balance | 20,936 |
Big Village | |
Goodwill [Roll Forward] | |
Goodwill, ending balance | 1,300 |
Owned & Operated | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | 9,725 |
Addition | 0 |
Goodwill, ending balance | 9,725 |
Ad Exchange | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | 9,920 |
Addition | 0 |
Goodwill, ending balance | 9,920 |
Other | |
Goodwill [Roll Forward] | |
Goodwill beginning balance | 0 |
Addition | 1,291 |
Goodwill, ending balance | $ 1,291 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 11,139 | $ 8,585 |
Accrued wages, commissions and bonus | 644 | 380 |
Publisher cost | 763 | 559 |
Professional fees | 767 | 677 |
Subcontractor | 1,270 | 0 |
Other | 619 | 116 |
Total accounts payable and accrued expenses | $ 15,202 | $ 10,317 |
OTHER LIABILITIES (Details)
OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Current portion of long term lease | $ 57 | $ 38 |
Dividend payable | 692 | 692 |
Project advance expense | 2,696 | 0 |
Litigation reserves | 1,338 | 1,107 |
Other current liabilities | 5 | 1 |
Total other liabilities | $ 4,788 | $ 1,838 |
CENTRE LANE SENIOR SECURED CR_3
CENTRE LANE SENIOR SECURED CREDIT FACILITY - NARRATIVE (Details) | 3 Months Ended | 6 Months Ended | 24 Months Ended | |||||||||||
Jul. 28, 2023 USD ($) | Apr. 20, 2023 USD ($) $ / shares | Jun. 01, 2020 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) amendment shares | Jun. 30, 2023 USD ($) acquiredBusiness shares | Jun. 30, 2022 USD ($) | Apr. 20, 2026 | Dec. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Apr. 30, 2021 USD ($) | |
Short-Term Debt [Line Items] | ||||||||||||||
Proceeds from Centre Lane Senior Secured Credit Facility, related party | $ 6,626,000 | $ 2,700,000 | ||||||||||||
Line of credit facility, interest rate | 10% | |||||||||||||
Interest rate (cash) | 5% | |||||||||||||
Exit fee | $ 4,483,000 | 4,483,000 | $ 4,483,000 | $ 4,483,000 | $ 4,483,000 | |||||||||
Debt carrying value | 57,109,000 | 57,109,000 | 57,109,000 | 57,109,000 | 57,109,000 | $ 29,961,000 | ||||||||
Debt instrument fee | $ 140,000 | $ 140,000 | $ 140,000 | $ 140,000 | $ 140,000 | |||||||||
Common stock, issued (in shares) | shares | 34,051,993 | 34,051,993 | 34,051,993 | 34,051,993 | 34,051,993 | |||||||||
Common stock issue to Center Lane Partners | $ 1,926,000 | $ 1,926,000 | ||||||||||||
Repayment of loans, percentage | 2.50% | 2.50% | ||||||||||||
Payment for debt prepayment cost | 250,000 | |||||||||||||
Long-term debt | 64,150,000 | 64,150,000 | $ 64,150,000 | $ 64,150,000 | $ 64,150,000 | 33,109,000 | ||||||||
Number of amendments | 18 | 18 | ||||||||||||
Outstanding interest payable | 161,000 | $ 0 | 161,000 | 0 | ||||||||||
Agency fee | 140,000 | 140,000 | 140,000 | $ 140,000 | $ 140,000 | |||||||||
Extinguishment of debt | 35,500,000 | |||||||||||||
Adjustment to additional paid in capital, extinguishment of debt | 670,000 | 670,000 | ||||||||||||
Draws advanced | 35,991,000 | 35,991,000 | 35,991,000 | 35,991,000 | 35,991,000 | |||||||||
Unamortized debt discount | 7,041,000 | 7,041,000 | 7,041,000 | 7,041,000 | 7,041,000 | 3,148,000 | ||||||||
Wild Sky Media | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Voting interest percentage | 100% | |||||||||||||
Last In First Out Loans | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Last in first out loans | 4,400,000 | 4,400,000 | 4,400,000 | 4,400,000 | 4,400,000 | |||||||||
Non Refundable | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument fee | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | |||||||||
Senior Secured Credit Facility | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt carrying value | 57,100,000 | 57,100,000 | 57,100,000 | 57,100,000 | 57,100,000 | 30,000,000 | ||||||||
Unamortized debt discount | 7,000,000 | 7,000,000 | $ 7,000,000 | 7,000,000 | 7,000,000 | $ 3,100,000 | ||||||||
Seventeenth Amendment | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Line of credit facility, interest rate | 15% | |||||||||||||
Interest rate (cash) | 0% | |||||||||||||
Amendment fee percentage | 2% | |||||||||||||
Exit fee | $ 708,000 | $ 708,000 | $ 708,000 | $ 708,000 | $ 708,000 | |||||||||
Debt instrument fee | $ 724,000 | |||||||||||||
Common stock, issued (in shares) | shares | 21,401,993 | 21,401,993 | 21,401,993 | 21,401,993 | 21,401,993 | |||||||||
Common stock issue to Center Lane Partners | $ 1,900,000 | |||||||||||||
Shares issued (in dollars per share) | $ / shares | $ 0.09 | |||||||||||||
Agency fee | $ 35,000 | $ 35,000 | $ 35,000 | $ 35,000 | $ 35,000 | $ 35,000 | $ 35,000 | |||||||
Long-term debt, fair value | 62,700,000 | 62,700,000 | 62,700,000 | 62,700,000 | 62,700,000 | |||||||||
Draws advanced | 26,316,000 | 26,316,000 | $ 26,316,000 | 26,316,000 | 26,316,000 | |||||||||
Seventeenth Amendment | Forecast | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Line of credit facility, interest rate | 10% | |||||||||||||
Interest rate (cash) | 5% | |||||||||||||
Seventeenth Amendment | Big Village | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Exit fee | $ 18,000 | |||||||||||||
Debt carrying value | 4,300,000 | |||||||||||||
Seventeenth Amendment | Last In First Out Loans | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Last in first out loans | 706,000 | |||||||||||||
Debt carrying value | 31,000,000 | |||||||||||||
Ninth Amendment | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Line of credit facility, interest rate | 4% | |||||||||||||
Interest rate (cash) | 8% | |||||||||||||
Exit fee | $ 13,000 | $ 13,000 | $ 13,000 | $ 13,000 | $ 13,000 | |||||||||
Common stock, issued (in shares) | shares | 0 | 0 | 0 | 0 | 0 | |||||||||
Agency fee | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Draws advanced | 250,000 | 250,000 | 250,000 | 250,000 | 250,000 | |||||||||
Amendment Two Through Eight | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Exit fee | $ 3,600,000 | |||||||||||||
Long-term debt | 32,400,000 | 32,400,000 | 32,400,000 | 32,400,000 | 32,400,000 | |||||||||
Draws advanced | $ 5,500,000 | |||||||||||||
Amendment Nine Through Fifteen | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Long-term debt | $ 4,400,000 | 4,400,000 | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | |||||||||
Membership Interest Purchase Agreement | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Line of credit | $ 16,500,000 | |||||||||||||
Initial indebtedness | 15,000,000 | |||||||||||||
Repayments of lines of credit | 900,000 | |||||||||||||
Expenses | $ 500,000 | |||||||||||||
Line of credit facility, interest rate | 6% | |||||||||||||
Membership Interest Purchase Agreement | Centre Lane Partners | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Long-term line of credit | $ 36,000,000 | |||||||||||||
Credit Agreement | Centre Lane Senior Secured Credit Facility | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Proceeds from Centre Lane Senior Secured Credit Facility, related party | 26,300,000 | |||||||||||||
Discount rate | 5% | |||||||||||||
Discount amount | $ 1,300,000 | |||||||||||||
Line of credit facility, interest rate | 15% | |||||||||||||
Credit Agreement | Centre Lane Senior Secured Credit Facility | Subsequent Event | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Proceeds from Centre Lane Senior Secured Credit Facility, related party | $ 2,000,000 | |||||||||||||
Credit Agreement | Seventeenth Amendment | Centre Lane Senior Secured Credit Facility | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Proceeds from Centre Lane Senior Secured Credit Facility, related party | $ 26,300,000 | |||||||||||||
Discount rate | 5% | |||||||||||||
Discount amount | $ 1,300,000 | |||||||||||||
Line of credit facility, interest rate | 15% | |||||||||||||
First Amendment | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate increase (decrease) | 10% | |||||||||||||
Ninth Amendment | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate increase (decrease) | 12% |
CENTRE LANE SENIOR SECURED CR_4
CENTRE LANE SENIOR SECURED CREDIT FACILITY - LOAN BALANCES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party (Current Portion) | $ 4,048 | $ 4,860 |
Note payable – Centre Lane Senior Secured Credit Facility – net of discount, related party | 53,061 | 25,101 |
Net principal | 57,109 | 29,961 |
Add: debt discount | 7,041 | 3,148 |
Outstanding principal | $ 64,150 | $ 33,109 |
CENTRE LANE SENIOR SECURED CR_5
CENTRE LANE SENIOR SECURED CREDIT FACILITY - MOVEMENT OF LOANS (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Opening balance | $ 33,109 | $ 26,334 |
Add: | ||
Draws | 27,816 | 3,050 |
Exit and other fees | 818 | 621 |
Interest capitalized | 2,407 | 3,104 |
Repurchase amount | 31,041 | 6,775 |
Outstanding principal | $ 64,150 | $ 33,109 |
CENTRE LANE SENIOR SECURED CR_6
CENTRE LANE SENIOR SECURED CREDIT FACILITY - AMENDMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 24 Months Ended | |||
Apr. 20, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Apr. 20, 2026 | |
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 35,991 | $ 35,991 | |||||
Interest Rate (PIK) | 10% | ||||||
Interest Rate (Cash) | 5% | ||||||
Agency Fee | 140 | $ 140 | |||||
Exit fee | $ 4,483 | $ 4,483 | |||||
Common stock, issued (in shares) | 34,051,993 | 34,051,993 | |||||
Proceeds from sale of stock | $ 6,000 | ||||||
Preferred stock dividends | $ 0 | $ 1 | $ 0 | $ 2 | 500 | ||
Centre Lane Senior Secured Credit Facility | Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest Rate (PIK) | 15% | ||||||
First Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | 0 | $ 0 | |||||
Interest Rate (PIK) | 10% | ||||||
Interest Rate (Cash) | 0% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 0 | $ 0 | |||||
Common stock, issued (in shares) | 150,000 | 150,000 | |||||
Second Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 1,500 | $ 1,500 | |||||
Interest Rate (PIK) | 10% | ||||||
Interest Rate (Cash) | 0% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 750 | $ 750 | |||||
Common stock, issued (in shares) | 3,000,000 | 3,000,000 | |||||
Third Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 500 | $ 500 | |||||
Interest Rate (PIK) | 10% | ||||||
Interest Rate (Cash) | 0% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 250 | $ 250 | |||||
Common stock, issued (in shares) | 2,000,000 | 2,000,000 | |||||
Fourth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 1,100 | $ 1,100 | |||||
Interest Rate (PIK) | 10% | ||||||
Interest Rate (Cash) | 0% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 550 | $ 550 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Fifth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 725 | $ 725 | |||||
Interest Rate (PIK) | 10% | ||||||
Interest Rate (Cash) | 0% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 363 | $ 363 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Sixth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 800 | $ 800 | |||||
Interest Rate (PIK) | 10% | ||||||
Interest Rate (Cash) | 0% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 800 | $ 800 | |||||
Common stock, issued (in shares) | 7,500,000 | 7,500,000 | |||||
Seventh Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 500 | $ 500 | |||||
Interest Rate (PIK) | 10% | ||||||
Interest Rate (Cash) | 0% | ||||||
Agency Fee | 70 | $ 70 | |||||
Exit fee | $ 500 | $ 500 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Amendment One through Seven | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 5,125 | $ 5,125 | |||||
Agency Fee | 70 | 70 | |||||
Exit fee | $ 3,213 | $ 3,213 | |||||
Common stock, issued (in shares) | 12,650,000 | 12,650,000 | |||||
Eighth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 350 | $ 350 | |||||
Interest Rate (PIK) | 10% | ||||||
Interest Rate (Cash) | 0% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 350 | $ 350 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Ninth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 250 | $ 250 | |||||
Interest Rate (PIK) | 4% | ||||||
Interest Rate (Cash) | 8% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 13 | $ 13 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Tenth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 300 | $ 300 | |||||
Interest Rate (PIK) | 4% | ||||||
Interest Rate (Cash) | 8% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 15 | $ 15 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Eleventh Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 500 | $ 500 | |||||
Interest Rate (PIK) | 4% | ||||||
Interest Rate (Cash) | 8% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 25 | $ 25 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Twelveth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 450 | $ 450 | |||||
Interest Rate (PIK) | 4% | ||||||
Interest Rate (Cash) | 8% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 23 | $ 23 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Thirteenth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 500 | $ 500 | |||||
Interest Rate (PIK) | 4% | ||||||
Interest Rate (Cash) | 8% | ||||||
Agency Fee | 35 | $ 35 | |||||
Exit fee | $ 25 | $ 25 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Fourteenth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 350 | $ 350 | |||||
Interest Rate (PIK) | 4% | ||||||
Interest Rate (Cash) | 8% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 18 | $ 18 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Fifteenth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 350 | $ 350 | |||||
Interest Rate (PIK) | 4% | ||||||
Interest Rate (Cash) | 8% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 18 | $ 18 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Amendment Eight through Fifteen | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 3,050 | $ 3,050 | |||||
Agency Fee | 35 | 35 | |||||
Exit fee | $ 487 | $ 487 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Sixteenth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 1,500 | $ 1,500 | |||||
Interest Rate (PIK) | 4% | ||||||
Interest Rate (Cash) | 8% | ||||||
Agency Fee | 0 | $ 0 | |||||
Exit fee | $ 75 | $ 75 | |||||
Common stock, issued (in shares) | 0 | 0 | |||||
Seventeenth Amendment | |||||||
Line of Credit Facility [Line Items] | |||||||
Draw $’000 | $ 26,316 | $ 26,316 | |||||
Interest Rate (PIK) | 15% | ||||||
Interest Rate (Cash) | 0% | ||||||
Agency Fee | 35 | $ 35 | $ 35 | $ 35 | |||
Exit fee | $ 708 | $ 708 | |||||
Common stock, issued (in shares) | 21,401,993 | 21,401,993 | |||||
Seventeenth Amendment | Forecast | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest Rate (PIK) | 10% | ||||||
Interest Rate (Cash) | 5% | ||||||
Seventeenth Amendment | Centre Lane Senior Secured Credit Facility | Credit Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest Rate (PIK) | 15% | ||||||
Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Preferred stock dividends | $ 800 |
CENTRE LANE SENIOR SECURED CR_7
CENTRE LANE SENIOR SECURED CREDIT FACILITY - INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 1,707 | $ 829 | $ 2,570 | $ 1,386 |
Amortization | 536 | 331 | 837 | 608 |
Total interest expense | $ 2,243 | $ 1,160 | $ 3,407 | $ 1,994 |
OCEANSIDE SHARE EXCHANGE LOAN -
OCEANSIDE SHARE EXCHANGE LOAN - NARRATIVE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Apr. 20, 2023 | Sep. 06, 2022 | Aug. 15, 2020 | Jul. 31, 2019 | Jun. 30, 2023 | Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock issued during period (in shares) | 21,401,993 | 21,401,993 | 21,401,993 | |||
Common stock issue to Center Lane Partners | $ 1,926 | $ 1,926 | ||||
Debt instrument, interest rate, percent | 1.50% | |||||
PIK interest | 18% | |||||
Legal settlement period | 50 months | |||||
Unpaid settlement amount | $ 572 | $ 572 | ||||
One Year Closing Note | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Term (in years) | 1 year | 1 year | ||||
Two Year Closing Note | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Term (in years) | 2 years | 2 years | ||||
Director | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payments for Legal Settlements | $ 650 | |||||
Oceanside Merger Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Contingent consideration | $ 750 | |||||
Oceanside Merger Agreement | Slutzky and Winshman Ltd | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Stock issued during period (in shares) | 12,513,227 | |||||
Common stock issue to Center Lane Partners | $ 20,000 |
10% CONVERTIBLE PROMISSORY NO_2
10% CONVERTIBLE PROMISSORY NOTES - NARRATIVE (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Nov. 30, 2018 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Aug. 15, 2020 | |
Short-Term Debt [Line Items] | |||||||
Debt instrument, interest rate, percent | 1.50% | ||||||
Debt instrument, principal amount | $ 33,109 | $ 33,109 | $ 26,334 | ||||
Unamortized discount | (7,041) | (7,041) | (3,148) | ||||
Interest expense | (2,243) | $ (1,160) | (3,407) | $ (1,994) | |||
Interest expense, excluding amortization | $ 1,707 | 829 | 2,570 | 1,386 | |||
Debt instrument, amortized discount | $ 844 | 615 | |||||
10% Convertible Promissory Notes | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, interest rate, percent | 10% | 10% | 10% | ||||
Debt instrument, principal amount | $ 80 | $ 80 | $ 80 | 80 | |||
Term (in years) | 5 years | ||||||
Conversion price (in USD per share) | $ 0.40 | ||||||
Fair value convertible notes | $ 80 | ||||||
Notes payable, related parties | 75 | 75 | 68 | ||||
Unamortized discount | (5) | (5) | $ (12) | ||||
Interest expense | (6) | (6) | (11) | (11) | |||
Interest expense, excluding amortization | $ 2 | $ 2 | 4 | 4 | |||
Debt instrument, amortized discount | $ 7 | $ 7 |
BUSINESS COMBINATIONS - NARRATI
BUSINESS COMBINATIONS - NARRATIVE (Details) | 3 Months Ended | 6 Months Ended | ||
Apr. 20, 2023 USD ($) employee business | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Purchase price consideration | ||||
Goodwill | $ 20,936,000 | $ 20,936,000 | $ 19,645,000 | |
Big Village | ||||
Purchase price consideration | ||||
Business combination | $ 20,000,000 | |||
Number of employees | employee | 203 | |||
Goodwill | $ 1,291,000 | 1,300,000 | 1,300,000 | |
Intangible assets | $ 16,160,000 | |||
Number of business acquired | business | 2 | |||
Acquisition related cost | $ 1,000,000 | $ 1,000,000 | ||
Cure claims expense | $ 2,800,000 | |||
Employee bonus expense | $ 1,200,000 |
BUSINESS COMBINATIONS - IDENTIF
BUSINESS COMBINATIONS - IDENTIFIED INTANGIBLES (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 20, 2023 | Jun. 30, 2023 | |
Trade name | Minimum | ||
Purchase price consideration | ||
Useful Life (Years) | 2 years | |
Trade name | Maximum | ||
Purchase price consideration | ||
Useful Life (Years) | 10 years | |
Customer relationships | Minimum | ||
Purchase price consideration | ||
Useful Life (Years) | 5 years | |
Customer relationships | Maximum | ||
Purchase price consideration | ||
Useful Life (Years) | 10 years | |
Big Village | ||
Purchase price consideration | ||
Intangible assets | $ 16,160 | |
Big Village | Trade name | ||
Purchase price consideration | ||
Intangible assets | $ 5,622 | |
Big Village | Trade name | Minimum | ||
Purchase price consideration | ||
Useful Life (Years) | 7 years | |
Big Village | Trade name | Maximum | ||
Purchase price consideration | ||
Useful Life (Years) | 10 years | |
Big Village | Developed technology | ||
Purchase price consideration | ||
Useful Life (Years) | 10 years | |
Intangible assets | $ 3,838 | |
Big Village | Customer relationships | ||
Purchase price consideration | ||
Intangible assets | $ 6,700 | |
Big Village | Customer relationships | Minimum | ||
Purchase price consideration | ||
Useful Life (Years) | 7 years | |
Big Village | Customer relationships | Maximum | ||
Purchase price consideration | ||
Useful Life (Years) | 10 years |
BUSINESS COMBINATIONS - PURCHAS
BUSINESS COMBINATIONS - PURCHASE PRICE (Details) - USD ($) | Jun. 30, 2023 | Apr. 20, 2023 | Dec. 31, 2022 |
Fair value of assets assumed | |||
Goodwill | $ 20,936,000 | $ 19,645,000 | |
Big Village | |||
Purchase price consideration | |||
Center Lane Senior Secured Credit Facility | $ 19,874,000 | ||
Fair value of assets assumed | |||
Accounts receivable | 14,872,000 | ||
Intangibles | 16,160,000 | ||
Goodwill | $ 1,300,000 | 1,291,000 | |
Prepaid and other assets | 795,000 | ||
Property and equipment | 216,000 | ||
Fair value of assets assumed | 33,334,000 | ||
Fair value of liabilities assumed | |||
Accounts payable and accrued expenses | 7,271,000 | ||
Business combination | 4,754,000 | ||
Other current liabilities | 1,435,000 | ||
Fair value of liabilities assumed | 13,460,000 | ||
Total fair value of assets and liabilities assumed | $ 19,874,000 |
PAYCHECK PROTECTION PROGRAM - N
PAYCHECK PROTECTION PROGRAM - NARRATIVE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Mar. 23, 2021 | Feb. 17, 2021 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Aug. 15, 2020 | |
Debt Instrument [Line Items] | |||||||
Opening balance | $ 33,109 | $ 26,334 | |||||
Debt instrument, interest rate, percent | 1.50% | ||||||
Second Bright Mountain Paycheck Protection Program Loan | |||||||
Debt Instrument [Line Items] | |||||||
Opening balance | $ 296 | ||||||
Term (in years) | 2 years | ||||||
Debt instrument, interest rate, percent | 1% | ||||||
Non-cash, gain | $ 296 | $ 296 | |||||
Second Wild Sky Paycheck Protection Program Loan | |||||||
Debt Instrument [Line Items] | |||||||
Opening balance | $ 842 | ||||||
Term (in years) | 2 years | ||||||
Debt instrument, interest rate, percent | 1% | ||||||
Non-cash, gain | $ 842 |
REVENUE RECOGNITION - SCHEDULE
REVENUE RECOGNITION - SCHEDULE OF REVENUES DISAGGREGATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 12,616 | $ 5,717 | $ 14,114 | $ 9,176 |
Digital publishing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,444 | 2,364 | 2,399 | 3,988 |
Advertising technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 11,172 | $ 3,353 | $ 11,715 | $ 5,188 |
REVENUE RECOGNITION - SCHEDUL_2
REVENUE RECOGNITION - SCHEDULE OF REVENUE BY GEOGRAPHICAL REGION INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 12,616 | $ 5,717 | $ 14,114 | $ 9,176 |
Unites States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 12,616 | 5,053 | 14,077 | 8,108 |
Israel | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 0 | $ 664 | $ 37 | $ 1,068 |
REVENUE RECOGNITION - NARRATIVE
REVENUE RECOGNITION - NARRATIVE (Details) - Unites States - Geographic Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue from Contract with Customer Benchmark | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 100% | 88% | 100% | 88% | |
Long-Lived Assets Benchmark | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 100% | 100% |
REVENUE RECOGNITION - SCHEDUL_3
REVENUE RECOGNITION - SCHEDULE OF DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Deferred Revenue [Roll Forward] | ||
Deferred revenue at start of the period | $ 737 | $ 1,162 |
Amounts invoiced during the period | 1,561 | 588 |
Business combination | 4,754 | 0 |
Less: revenue recognized during the period | (2,189) | (1,013) |
Deferred revenue at end of the period | $ 4,863 | $ 737 |
STOCK-BASED COMPENSATION - NARR
STOCK-BASED COMPENSATION - NARRATIVE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Apr. 20, 2023 | Apr. 14, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Outstanding, beginning balance (in dollars per share) | $ 0.14 | $ 0.14 | $ 0.12 | ||||
Unrecognized compensation costs | $ 167,588 | $ 167,588 | |||||
Stock issued during period (in shares) | 21,401,993 | 21,401,993 | 21,401,993 | ||||
Granted (in shares) | 535,000 | 4,845,433 | |||||
General and Administrative Expense | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Compensation expense | $ 33,000 | $ 30,000 | $ 58,000 | $ 59,000 | |||
Stock Option Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Options to purchase (in shares) | 5,956,785 | 5,956,785 | |||||
Outstanding, beginning balance (in dollars per share) | $ 0.14 | $ 0.14 | |||||
Directors And Committee | Stock Option Plan | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Expiration period | 10 years | ||||||
Number of shares authorized (in shares) | 22,500,000 | ||||||
Common stock, shares reserved for future issuance (in shares) | 16,543,215 | 16,543,215 |
STOCK-BASED COMPENSATION - SCHE
STOCK-BASED COMPENSATION - SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Number of Options | ||||
Outstanding, beginning balance (in shares) | 6,517,660 | |||
Granted (in shares) | 535,000 | 4,845,433 | ||
Exercised (in shares) | (70,000) | (70,000) | ||
Forfeited (in shares) | (869,375) | |||
Expired (in shares) | (156,500) | |||
Outstanding, ending balance (in shares) | 5,956,785 | 5,956,785 | 6,517,660 | |
Exercisable, ending balance (in shares) | 1,835,897 | 1,835,897 | ||
Unvested, ending balance (in shares) | 4,120,888 | 4,120,888 | ||
Weighted Average Exercise Price | ||||
Outstanding, beginning balance (in dollars per share) | $ 0.12 | |||
Granted (in dollars per share) | 0.16 | |||
Exercised (in dollars per share) | 0 | |||
Forfeited (in dollars per share) | 0.01 | |||
Expired (in dollars per share) | 0.10 | |||
Outstanding, ending balance (in dollars per share) | $ 0.14 | 0.14 | $ 0.12 | |
Exercisable, ending balance (in dollars per share) | $ 0.29 | 0.29 | ||
Unvested, ending balance (in dollars per share) | $ 0.07 | |||
Weighted Average Remaining Contractual Term | ||||
Outstanding, beginning balance (in years) | 8 years 2 months 12 days | 7 years 9 months 18 days | ||
Granted (in years) | 9 years 2 months 12 days | |||
Outstanding, ending balance (in years) | 8 years 2 months 12 days | 7 years 9 months 18 days | ||
Exercisable, ending balance (in years) | 6 years 3 months 18 days | |||
Unvested, ending balance (in years) | 9 years | |||
Aggregate Intrinsic Value, outstanding, beginning balance | $ 0 | |||
Aggregate Intrinsic Value, outstanding, ending balance | $ 0 | 0 | $ 0 | |
Aggregate Intrinsic Value, exercisable ending balance | $ 0 | 0 | ||
Aggregate Intrinsic Value, unvested, ending balance | $ 0 |
STOCK-BASED COMPENSATION - SC_2
STOCK-BASED COMPENSATION - SCHEDULE OF ASSUMPTIONS USED IN VALUING STOCK OPTIONS (Details) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected Term (years) | 6 years 3 months | 6 years 3 months |
Expected volatility | 499% | 412% |
Risk -free interest rate | 3.59% | 2.70% |
Dividend yield | 0% | 0% |
Expected forfeiture rate | 0% | 0% |
FAIR VALUE MEASUREMENTS - NARRA
FAIR VALUE MEASUREMENTS - NARRATIVE (Details) | Jun. 30, 2023 | Aug. 15, 2020 | Nov. 30, 2018 |
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Debt instrument, interest rate, percent | 1.50% | ||
10% Convertible Promissory Notes | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Debt instrument, interest rate, percent | 10% | 10% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - NARRATIVE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jul. 11, 2023 | Jun. 14, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||||||
Payments for rent | $ 44 | $ 92 | |||||
Operating lease right-of-use asset | $ 338 | $ 338 | $ 367 | ||||
Operating lease liability | 333 | 333 | 357 | ||||
Operating lease liability, current | 57 | 57 | $ 38 | ||||
Operating lease, expense | $ 40 | $ 81 | |||||
Subsequent Event | |||||||
Loss Contingencies [Line Items] | |||||||
Damages sought | $ 1,500 | ||||||
Second Addendum | |||||||
Loss Contingencies [Line Items] | |||||||
Weighted average remaining lease term (in years) | 5 years | ||||||
Payments for rent | $ 100 | ||||||
Rent provision increase percentage | 300% | ||||||
Renewal term | 5 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - SCHEDULE OF RIGHT OF USE ASSET AND LEASE LIABILITY (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Operating lease right-of-use asset | $ 338 | $ 367 |
Liabilities | ||
Operating lease liability, current | 57 | 38 |
Operating lease liability, net of current portion | 276 | 319 |
Total operating lease liability | $ 333 | $ 357 |
STOCKHOLDERS' DEFICIT - SCHEDUL
STOCKHOLDERS' DEFICIT - SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 20, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
Equity [Abstract] | ||||
Shares issued to Centre Lane related to debt financing (in shares) | 21,401,993 | 21,401,993 | 21,401,993 | |
Shares issued to Centre Lane related to debt financing (in shares) | $ 1,926 | $ 1,926 | ||
Common stock issued for options exercised (in shares) | 70,000 | 70,000 | ||
Common stock issued for options exercised | $ 1 | $ 1 | ||
Common stock issued for services rendered (in shares) | 0 | 190,000 | ||
Common stock issued for services rendered | $ 0 | $ 31 | $ 31 | |
Total | 21,471,993 | 21,661,993 | ||
Total | $ 1,927 | $ 1,958 |
STOCKHOLDERS' DEFICIT - SCHED_2
STOCKHOLDERS' DEFICIT - SCHEDULE OF COMMON SHARES ISSUED DURING THE PERIOD (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Jun. 30, 2022 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Oceanside acquisition (in shares) | 174,253 | |
Oceanside acquisition | $ 279 | $ 279 |
Common Stock | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Oceanside acquisition (in shares) | 174,253 | |
Oceanside acquisition | $ 2 | |
Shares Issued To Employees | Common Stock | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Shares issued (in dollars per share) | $ 1.60 |
STOCKHOLDERS' DEFICIT - SCHED_3
STOCKHOLDERS' DEFICIT - SCHEDULE OF WARRANT OUTSTANDING (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number Outstanding (in shares) | 31,173,316 | 35,998,316 |
Gross cash proceeds if exercised | $ 23,555 | $ 26,692 |
1 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants exercise price (in dollars per share) | $ 1 | $ 1 |
Number Outstanding (in shares) | 4,992,308 | 4,992,308 |
Gross cash proceeds if exercised | $ 4,992 | $ 4,992 |
0.65 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants exercise price (in dollars per share) | $ 0.65 | $ 0.65 |
Number Outstanding (in shares) | 10,725,000 | 15,550,000 |
Gross cash proceeds if exercised | $ 6,971 | $ 10,108 |
0.75 | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Warrants exercise price (in dollars per share) | $ 0.75 | $ 0.75 |
Number Outstanding (in shares) | 15,456,008 | 15,456,008 |
Gross cash proceeds if exercised | $ 11,592 | $ 11,592 |
STOCKHOLDERS_ DEFICIT - NARRATI
STOCKHOLDERS’ DEFICIT - NARRATIVE (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Apr. 14, 2022 shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shareholder shares | |
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Preferred stock, par or stated value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Preferred stock dividends | $ | $ 0 | $ 1 | $ 0 | $ 2 | $ 500 | ||||
Common stock issued for services rendered (in shares) | 0 | 190,000 | |||||||
Common stock issued for services rendered | $ | $ 0 | $ 31 | $ 31 | ||||||
Number of shareholders | shareholder | 3 | ||||||||
Number of shares acquired (in shares) | 174,253 | ||||||||
Oceanside acquisition | $ | $ 279 | $ 279 | |||||||
Common stock warrants expired in period (in shares) | 4,825,000 | ||||||||
Maximum | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Preferred stock dividends | $ | $ 800 | ||||||||
Settlement Agreement | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Number of shares acquired (in shares) | 825,175 | ||||||||
Oceanside acquisition | $ | $ 220 | ||||||||
Common Stock | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Common stock issued for services rendered (in shares) | 190,000 | ||||||||
Common stock issued for services rendered | $ | $ 2 | ||||||||
Number of shares acquired (in shares) | 174,253 | ||||||||
Oceanside acquisition | $ | $ 2 | ||||||||
Warrant | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Number of securities called by warrants (in shares) | 31,173,316 | 31,173,316 | 35,998,316 | ||||||
Warrant | Minimum | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 0.65 | $ 0.65 | $ 0.65 | ||||||
Warrant | Maximum | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 1 | $ 1 | $ 1 | ||||||
Directors And Committee | Stock Option Plan | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Expiration period | 10 years | ||||||||
Number of shares authorized (in shares) | 22,500,000 | ||||||||
Common stock, shares reserved for future issuance (in shares) | 16,543,215 | 16,543,215 | |||||||
Directors And Committee | 2022 Plan | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Common stock, shares reserved for future issuance (in shares) | 16,543,215 | 16,543,215 | |||||||
Board of Directors Chairman | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Preferred stock dividends | $ | $ 692 | $ 692 | |||||||
Series F-2 Convertible Preferred Stock | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | |||||||
Series F-1 Convertible Preferred Stock | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | 0.50 | 0.50 | |||||||
Series F-3 Convertible Preferred Stock | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 0.40 | $ 0.40 | |||||||
Series A Convertible Preferred Stock | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Preferred stock, dividend rate, percentage | 10% | ||||||||
Series E Convertible Preferred Stock | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Preferred stock, dividend rate, percentage | 10% | ||||||||
April 10, 2022 | Series F-1 Preferred Stock | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Preferred stock, dividend rate, percentage | 12% | ||||||||
July 27, 2022 | Series F-2 Convertible Preferred Stock | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Preferred stock, dividend rate, percentage | 6% | ||||||||
August 30, 2022 | Series F-3 Preferred Stock | |||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||
Preferred stock, dividend rate, percentage | 10% |
LOSS PER SHARE - NARRATIVE (Det
LOSS PER SHARE - NARRATIVE (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Earnings Per Share [Abstract] | |||
Common stock, issued (in shares) | 172,106,629 | 150,444,636 | 149,984,636 |
Common stock, outstanding (in shares) | 171,281,454 | 149,619,461 | 149,159,461 |
Treasury stock (in shares) | 825,175 | 825,175 | 825,175 |
LOSS PER SHARE - SCHEDULE OF LO
LOSS PER SHARE - SCHEDULE OF LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Numerator: | |||||||
Net loss | $ (6,071) | $ (3,796) | $ (1,458) | $ (2,117) | $ (9,867) | $ (3,575) | |
Preferred stock dividends | 0 | (1) | 0 | (2) | $ (500) | ||
Net loss attributable to common shareholders | $ (6,071) | $ (1,459) | $ (9,867) | $ (3,577) | |||
Weighted average shares outstanding | |||||||
Basic (in shares) | 166,779,390 | 149,159,461 | 158,291,304 | 149,130,579 | |||
Diluted (in shares) | 166,779,390 | 149,159,461 | 158,291,304 | 149,130,579 | |||
Net loss per common share | |||||||
Basic (in dollars per share) | $ (0.04) | $ (0.01) | $ (0.06) | $ (0.02) | |||
Diluted (in dollars per share) | $ (0.04) | $ (0.01) | $ (0.06) | $ (0.02) |
LOSS PER SHARE - SCHEDULE OF AN
LOSS PER SHARE - SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM THE WEIGHTED-AVERAGE SHARES (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Shares unvested and subject to exercise of stock options | ||
Antidilutive securities (in shares) | 5,956,785 | 6,188,660 |
Shares subject to warrants stock conversion | ||
Antidilutive securities (in shares) | 35,823,316 | |
Shares subject to convertible preferred stock conversion | ||
Antidilutive securities (in shares) | 0 | 125,000 |
Shares subject to convertible notes stock conversion | ||
Antidilutive securities (in shares) | 200,000 | 200,000 |
RELATED PARTIES - NARRATIVE (De
RELATED PARTIES - NARRATIVE (Details) | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) amendment shares | Jun. 30, 2023 USD ($) acquiredBusiness shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Apr. 20, 2023 | Dec. 31, 2022 USD ($) | Aug. 15, 2020 | Nov. 30, 2018 | |
Related Party Transaction [Line Items] | ||||||||||
Common stock, issued (in shares) | shares | 34,051,993 | 34,051,993 | 34,051,993 | 34,051,993 | ||||||
Number of amendments | 18 | 18 | ||||||||
Debt instrument, interest rate, percent | 1.50% | |||||||||
10% Convertible Promissory Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, interest rate, percent | 10% | 10% | 10% | 10% | 10% | |||||
Seventeenth Amendment | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, issued (in shares) | shares | 21,401,993 | 21,401,993 | 21,401,993 | 21,401,993 | ||||||
Bright Mountain Media, Inc | BV Agency, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership percentage | 12.40% | 12.40% | 12.40% | 12.40% | 12.40% | |||||
Bright Mountain Media, Inc | Centre Lane Partners Master Credit Fund II, L.P | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ownership percentage | 8.80% | 8.80% | 8.80% | 8.80% | 8.80% | |||||
Series E and F Preferred Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash dividends | $ 0 | $ 1,200 | $ 0 | $ 2,500 | ||||||
Affiliated Entity | Centre Lane Partners | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | 64,200,000 | $ 64,200,000 | $ 64,200,000 | 64,200,000 | $ 33,100,000 | |||||
Board of Directors Chairman | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | 80,000 | 80,000 | 80,000 | 80,000 | 80,000 | |||||
Accrued unpaid preference dividend | $ 692,000 | $ 692,000 | $ 692,000 | $ 692,000 | $ 692,000 |
INCOME TAXES - NARRATIVE (Detai
INCOME TAXES - NARRATIVE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision | $ 0 | $ 0 | $ 0 | $ 0 | |
Unrecognized tax benefits | 0 | 0 | $ 0 | ||
Interest and penalties | $ 0 | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jul. 28, 2023 | Apr. 20, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | ||||
Proceeds from Centre Lane Senior Secured Credit Facility, related party | $ 6,626 | $ 2,700 | ||
Credit Agreement | Centre Lane Senior Secured Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Centre Lane Senior Secured Credit Facility, related party | $ 26,300 | |||
Credit Agreement | Centre Lane Senior Secured Credit Facility | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Centre Lane Senior Secured Credit Facility, related party | $ 2,000 |