Bright Mountain Media, Inc. (www.brightmountainmedia.com) (OTCQB: BMTM) (“Bright Mountain” or the “Company”), a digital media holding company for online assets primarily targeted to the military and public safety sectors, today is pleased to announce that on September 19, 2017, and pursuant to the terms of an Amended and Restated Purchase Agreement (“Agreement”) by and among the Company, Daily Engage Media Group LLC (“Daily Engage”) and its members, Harry G. Pagoulatos, George G. Rezitis and Angelos Triantafillou acquired 100% of the membership interests of Daily Engage.
Launched in 2015, Daily Engage is an ad network that connects advertisers with approximately 200 digital publications worldwide. Daily Engage’s revenues for the year ended December 31, 2016 (audited) were $1,6747,596 and it reported a net loss of $33,607. Following the closing of the transaction, and subject to the availability of additional working capital, we expect to complete the development of the ad exchange platform Daily Engage has under development.
The consideration for the acquisition of Daily Engage was as follows:
- $380,000 paid through the delivery of unsecured, interest-free, one-year promissory notes (the “Closing Notes”);
- An aggregate of 1,100,223 shares of our common stock valued at $429,087 (“Consideration Shares”);
- The forgiveness of $204,411.08 in working capital we had previously advanced Daily Engage; and
- Satisfaction of $108,620 due by Daily Engage Media to various lenders.
Under the terms of the Agreement, upon Daily Engage achieving certain revenue and operating income targets, we agreed to issue additional consideration as follows:
- If Daily Engage’s revenues are at least $20,228,954, and it has operating income of at least $3,518,623 during the first 12 months following the closing date, we agreed to pay an additional $500,000 in cash and issue an additional 1,008,547 shares of our common stock;
- If Daily Engage’s revenues are at least $60,385,952, and operating income of at least $11,380,396 during the first 12 months following the Year-One Earnout Period, we agreed to pay an additional $500,000 in cash and issue an additional 796,221 shares of our common stock; and
- If Daily Engage’s revenues are at least $96,512,204, and it has operating income of at least $18,524,967 during the 12 months following the Year-Two Earnout Period, we agreed to pay an additional $500,000 in cash and issue an additional 723,523 shares of our common stock.
To the extent the targets are not met in any particular earnout period, but are cumulatively obtained in subsequent earnout periods, they will be entitled to the additional consideration for those earlier periods.
On the closing date of the acquisition of Daily Engage, we entered into three-year employment agreements with Messrs. Harry G. Pagoulatos and George G. Rezitis, two of the members. Mr. Pagoulatos and Mr. Rezitis will serve as Chief Operating Officer and Chief Technology Officer, respectively, of our Daily Engage Media Group.
In commenting on the acquisition Mr. W. Kip Speyer, Chairman and President of the Company stated, “The acquisition of Daily Engage is a key component to the development and commercialization of our ad exchange platform and should, with additional working capital, provide impetus for the associated future growth of our company.” Commenting further, Mr. Speyer said that, “I am thrilled that Harry G. Pagoulatos and George G. Rezitis have elected to stay with the company as key members of its management team.”
Messrs. Pagoulatos and Rezitis have stated, “That they look forward to working with Kip and the other members of the Bright Mountain team and believe that the combination of the two companies will be very exciting.”
The Company has filed a Current Report on Form 8-K filed on September 25, 2017 with the Securities and Exchange Commission which contains additional details on this transaction. To view the report, please visit the Securities and Exchange Commission website at www.sec.gov.
About Bright Mountain Media
Bright Mountain Media, Inc. (BMTM) is an owner, acquirer, and manager of customized websites for military and public safety audiences. We are dedicated to providing “those that keep us safe” places to go online where they can do everything from staying current on news and events affecting them to look for jobs, share information, communicate with the public and more. For more information, please visit us at https://www.brightmountainmedia.com/.
Safe Harbor Statement
This press release contains forward-looking statements that can be identified by terminology such as “believes,” “expects,” “potential,” “plans,” “suggests,” “may,” “should,” “could,” “intends,” or similar expressions. Many forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results or implied by such statements. Bright Mountain Media, Inc.’s future results may also be impacted by other risk factors listed from time-to-time in its SEC filings including, but are not limited to, our ability to raise sufficient working capital to pay our obligations as they become due and fund its growth initiatives, our history of losses and ability to continue as a going concern, the possible failure to transition to a primarily advertising-based revenue model, our dependence on our relationships with Google AdSense, Amazon and eBay, risks associated with integration of acquired websites, failure to protect our content and possible inadvertent infringement of third party intellectual property rights, our ability to effectively compete, our acquisition strategy, and a limited public market for our common stock, among other risks and uncertainties, all as set forth in our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission, and our subsequent filings with the SEC. Many factors are difficult to predict accurately and are generally beyond the company’s control. Forward-looking statements speak only as to the date they are made and Bright Mountain Media, Inc. does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.