Bridgeline Digital, Inc. - Quarter Report: 2022 June (Form 10-Q)

blin20220630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 333-139298

Bridgeline Digital, Inc.

(Exact name of registrant as specified in its charter)

Delaware		52-2263942
State or other jurisdiction of incorporation or organization		IRS Employer Identification No.

100 Sylvan Road, Suite G700
Woburn, Massachusetts		01801
(Address of Principal Executive Offices)		(Zip Code)

(781) 376-5555

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section (12)b of the Act:

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock, par value $0.001	BLIN	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock par value $0.001 per share, outstanding as of August 9, 2022 was 10,217,609.

Bridgeline Digital, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period ended June 30, 2022

Index

		Page
Part I	Financial Information

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2022 and September 30, 2021	4

	Condensed Consolidated Statements of Operations (unaudited) for the three and nine months ended June 30, 2022 and 2021	5

	Condensed Consolidated Statements of Comprehensive Income/(Loss) (unaudited) for the three and nine months ended June 30, 2022 and 2021	6

	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three and nine months June 30, 2022 and 2021	7

	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended June 30, 2022 and 2021	8

	Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Qualitative and Quantitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	35

Part II	Other Information

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

Signatures		38

Bridgeline Digital, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period ended June 30, 2022

Statements contained in this Report on Form 10-Q, other than statements or characterizations of historical fact, are forward-looking statements. These “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, are based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These statements appear in a number of places in this Form 10-Q and include statements regarding the intent, belief or current expectations of Bridgeline Digital, Inc. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions, including, but not limited to, the impact of the COVID–19 pandemic and related public health measures that may affect our financial results; business operations and the business of our customers, suppliers and partners; our ability to retain and upgrade current customers; increasing our recurring revenue; our ability to attract new customers; our revenue growth rate; our history of net loss and our ability to achieve or maintain profitability, our liability for any unauthorized access to our data or our users’ content, including through privacy and data security breaches; any decline in demand for our platform or products; changes in the interoperability of our platform across devices, operating systems, and third-party applications that we do no control; competition in our markets; our ability to respond to rapid technological changes, extend our platform, develop new features or products, or gain market acceptance for such new features or products, particularly in light of potential disruptions to the productivity of our employees resulting from remote work; our ability to manage our growth or plan for future growth, and our acquisition of other businesses and the potential of such acquisitions to require significant management attention, disrupt our business, or dilute stockholder value; the volatility of the market price of our common stock; the ability to maintain our listing on the NASDAQ Capital Market; or our ability to maintain an effective system of internal controls as well as other risks described in our filings with the Securities and Exchange Commission. Any of such risks could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. Bridgeline Digital, Inc. assumes no obligation to, and does not currently intend to, update any such forward-looking statements, except as required by applicable law. We urge readers to review carefully the risk factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, and in the other documents that we file with the Securities and Exchange Commission. You can read these documents at www.sec.gov.

Where we say “we,” “us,” “our,” “Company” or “Bridgeline Digital” we mean Bridgeline Digital, Inc.

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

BRIDGELINE DIGITAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	(Unaudited)
	June 30, 2022			September 30, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	3,893		$	8,852
Accounts receivable, net		1,755			1,370
Prepaid expenses and other current assets		377			196
Total current assets		6,025			10,418
Property and equipment, net		283			252
Operating lease assets		356			481
Intangible assets, net		6,612			7,755
Goodwill		15,985			15,985
Other assets		139			76
Total assets	$	29,400		$	34,967

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	448		$	732
Current portion of operating lease liabilities		199			161
Accounts payable		1,102			974
Accrued liabilities		777			908
Current portion of purchase price and contingent consideration payable		2,029			3,463
Deferred revenue		1,803			2,097
Total current liabilities		6,358			8,335
Long-term debt, net of current portion (Note 7)		715			1,197
Operating lease liabilities, net of current portion		157			320
Purchase price and contingent consideration payable, net of current portion		-			2,360
Warrant liabilities		711			4,404
Other long-term liabilities		771			774
Total liabilities		8,712			17,390

Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock - $0.001 par value; 1,000,000 shares authorized;
Series C Convertible Preferred stock: 11,000 shares authorized; 350 shares issued and outstanding at June 30, 2022 and September 30, 2021		-			-
Series D Convertible Preferred stock: 4,200 shares authorized; no shares outstanding at June 30, 2022 and September 30, 2021		-			-
Common stock - $0.001 par value; 50,000,000 shares authorized; 10,217,609 shares issued and outstanding at June 30, 2022, and 10,187,128 shares at September 30, 2021, issued and outstanding		10			10
Additional paid-in capital		100,590			100,207
Accumulated deficit		(79,666	)		(82,287	)
Accumulated other comprehensive loss		(246	)		(353	)
Total stockholders’ equity		20,688			17,577
Total liabilities and stockholders’ equity	$	29,400		$	34,967

The accompanying notes are an integral part of these condensed consolidated financial statements.

BRIDGELINE DIGITAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(Unaudited)

	Three Months Ended June 30,						Nine Months Ended June 30,
	2022			2021			2022			2021
Net revenue:
Digital engagement services	$	812		$	821		$	2,492		$	2,543
Subscription and perpetual licenses		3,394			2,624			10,117			6,612
Total net revenue		4,206			3,445			12,609			9,155
Cost of revenue:
Digital engagement services		436			449			1,353			1,297
Subscription and perpetual licenses		835			744			2,532			1,919
Total cost of revenue		1,271			1,193			3,885			3,216
Gross profit		2,935			2,252			8,724			5,939
Operating expenses:
Sales and marketing		1,382			760			3,880			1,729
General and administrative		812			608			2,460			1,681
Research and development		771			625			2,495			1,453
Depreciation and amortization		373			306			1,213			777
Restructuring and acquisition related expenses		-			568			164			862
Total operating expenses		3,338			2,867			10,212			6,502
Loss from operations		(403	)		(615	)		(1,488	)		(563	)
Change in fair value of contingent consideration, interest (income) expense and other, net		(8	)		(9	)		427			(7	)
Government grant income		-			-			-			88
Change in fair value of warrant liabilities		818			(4,161	)		3,693			(6,020	)
Income (loss) before income taxes		407			(4,785	)		2,632			(6,502	)
Provision for (benefit from) income taxes		4			(1,176	)		12			(1,175	)
Net income (loss)		403			(3,609	)		2,620			(5,327	)
Net income (loss) per share attributable to common shareholders:
Basic net income (loss) per share	$	0.04		$	(0.61	)	$	0.26		$	(1.04	)
Diluted net income (loss) per share	$	0.04		$	(0.61	)	$	0.25		$	(1.04	)
Number of weighted average shares outstanding:
Basic		10,217,609			5,939,021			10,203,570			5,117,586
Diluted		10,269,752			5,939,021			10,364,902			5,117,586

The accompanying notes are an integral part of these condensed consolidated financial statements.

BRIDGELINE DIGITAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(in thousands)

(Unaudited)

	Three Months Ended June 30,					Nine Months Ended June 30,
	2022		2021			2022		2021
Net income (loss)	$	403	$	(3,609	)	$	2,620	$	(5,327	)
Other comprehensive income (loss):
Net change in foreign currency translation adjustment		24		14			107		(45	)
Comprehensive income (loss)	$	427	$	(3,595	)	$	2,727	$	(5,372	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

BRIDGELINE DIGITAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(Unaudited)

	For the Three and Nine Months Ended June 30, 2022
														Accumulated
	Preferred Stock				Common Stock				Additional					Other			Total
									*Paid-in*		*Accumulated*			*Comprehensive*			*Stockholders*’
	*Shares*		*Amount*		*Shares*		*Amount*		*Capital*		*Deficit*			*Loss*			*Equity*
Balance at October 1, 2021		350	$	-		10,187,128	$	10	$	100,207	$	(82,287	)	$	(353	)	$	17,577
Stock-based compensation expense		-		-		-		-		63		-			-			63
Issuance of common stock –warrants exercised		-		-		17,148		-		-		-			-			-
Net income		-		-		-		-		-		1,872			-			1,872
Foreign currency translation		-		-		-		-		-		-			41			41
Balance at December 31, 2021		350	$	-		10,204,276	$	10	$	100,270	$	(80,415	)	$	(312	)	$	19,553
Stock-based compensation expense		-		-		-		-		52		-			-			52
Issuance of common stock –stock options exercised		-		-		13,333		-		19		-			-			19
Net income		-		-		-		-		-		346			-			346
Foreign currency translation		-		-		-		-		-		-			42			42
Balance at March 31, 2022		350	$	-		10,217,609	$	10	$	100,341	$	(80,069	)	$	(270	)	$	20,012
Stock-based compensation expense		-		-		-		-		249		-			-			249
Net income		-		-		-		-		-		403			-			403
Foreign currency translation		-		-		-		-		-		-			24			24
Balance at June 30, 2022		350	$	-		10,217,609	$	10	$	100,590	$	(79,666	)	$	(246	)	$	20,688

	For the Three and Nine Months Ended June 30, 2021
														Accumulated
	Preferred Stock				Common Stock				Additional					Other			Total
									*Paid-in*		*Accumulated*			*Comprehensive*			*Stockholders*’
	*Shares*		*Amount*		*Shares*		*Amount*		*Capital*		*Deficit*			*Loss*			*Equity*
Balance at October 1, 2020		350	$	-		4,420,170	$	4	$	78,316	$	(73,583	)	$	(381	)	$	4,356
Stock-based compensation expense		-		-		-		-		51		-			-			51
Net loss		-		-		-		-		-		(1,162	)		-			(1,162	)
Foreign currency translation		-		-		-		-		-		-			10			10
Balance at December 31, 2020		350	$	-		4,420,170	$	4	$	78,367	$	(74,745	)	$	(371	)	$	3,255
Stock-based compensation expense		-		-		-		-		39		-			-			39
Issuance of common stock – stock options exercised		-		-		13,333		-		19		-			-			19
Issuance of common stock – warrants exercised		-		-		48,612		-		140		-			-			140
Issuance of common stock, net of offering costs		-		-		880,000		1		2,461		-			-			2,462
Issuance of stock in connection with acquisition of business		-		-		29,433		-		99		-			-			99
Net loss		-		-		-		-		-		(556	)		-			(556	)
Foreign currency translation		-		-		-		-		-		-			(69	)		(69	)
Balance at March 31, 2021		350	$	-		5,391,548	$	5	$	81,125	$	(75,301	)	$	(440	)	$	5,389
Stock-based compensation expense		-		-		-		-		43		-			-			43
Issuance of common stock – stock options exercised		-		-		14,000		-		20		-			-			20
Issuance of common stock – warrants exercised		-		-		335,695		1		2,176		-			-			2,177
Issuance of common stock, net of offering costs		-		-		1,060,000		1		1,992		-			-			1,993
Issuance of Series D convertible preferred stock, net of offering costs		2,700		-		-		-		1,377		-			-			1,377
Issuance of Series D convertible preferred stock in connection with acquisition of business		1,500		-		-		-		930		-			-			930
Net loss		-		-		-		-		-		(3,609	)		-			(3,609	)
Foreign currency translation		-		-		-		-		-		-			14			14
Balance at June 30, 2021		4,550	$	-		6,801,243		7	$	87,663	$	(78,910	)	$	(426	)	$	8,334

The accompanying notes are an integral part of these condensed consolidated financial statements.

BRIDGELINE DIGITAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended June 30,
	2022			2021
Cash flows from operating activities:
Net income (loss)	$	2,620		$	(5,327	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of intangible assets		1,151			726
Depreciation and other amortization		62			51
Change in fair value of contingent consideration		(631	)		-
Change in fair value of warrant liabilities		(3,693	)		6,020
Stock-based compensation		364			133
Deferred income taxes		-			(1,181	)
Government grant income		-			(88	)
Changes in operating assets and liabilities
Accounts receivable		(412	)		75
Prepaid expenses and other current assets		(167	)		(67	)
Other assets		(6	)		(186	)
Accounts payable and accrued liabilities		(17	)		100
Deferred revenue		(293	)		75
Other liabilities		24			7
Total adjustments		(3,618	)		5,665
Net cash provided by (used in) operating activities		(998	)		338
Cash flows from investing activities:
Software development capitalization costs		(78	)		(30	)
Purchase of property and equipment		(89	)		(52	)
Purchase of business, net of cash acquired		-			(4,358	)
Net cash used in investing activities		(167	)		(4,440	)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs		-			4,626
Proceeds from issuance of Series D convertible preferred stock, net of issuance costs		-			2,525
Proceeds from stock option exercises		19			1,354
Payments of contingent consideration and deferred cash payable		(3,139	)		(45	)
Payments of long-term debt		(555	)		(494	)
Net cash provided by (used in) financing activities		(3,675	)		7,966
Effect of exchange rate changes on cash and cash equivalents		(119	)		43
Net increase (decrease) in cash and cash equivalents		(4,959	)		3,907
Cash and cash equivalents at beginning of period		8,852			861
Cash and cash equivalents at end of period	$	3,893		$	4,768

Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	36		$	27
Income taxes	$	31		$	-
Non-cash investing and financing activities (see Note 14):
Consideration paid in common stock in connection with acquisition of business	$	-		$	1,029
Offering costs settled by issuance of liability classified warrants	$	-		$	289

The accompanying notes are an integral part of these condensed consolidated financial statements.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

1. Description of Business

Overview

Bridgeline Digital is a marketing technology software company that helps companies grow online revenue and share information with customers, partners and employees.

Bridgeline’s Unbound platform is a Digital Experience Platform that includes Web Content Management, eCommerce, eMarketing, Social Media management, and Web Analytics.

Bridgeline’s Unbound platform, combined with its professional services, assists customers in driving lead generation, increasing revenue, improving customer service and loyalty, enhancing employee knowledge, and reducing operational costs.

Our Unbound Franchise product empowers large franchises, brand networks, and other multi-unit organizations to manage a large hierarchy of digital properties at scale.

OrchestraCMS is the only content and digital experience platform built 100% native on Salesforce and helps customers create websites and intranets for their customers, partners, and employees; uniquely combining content with business data, processes and applications across any channel or device, including Salesforce Communities, social media, portals, intranets, websites, applications and services.

Celebros Search is a commerce-oriented site search product that provides for Natural Language Processing with artificial intelligence to present relevant search results based on long-tail keyword searches in seven languages.

Woorank SRL (“Woorank”) is a Search Engine Optimization (“SEO”) audit tool that generates an instant audit of the site’s technical, on-page and off-page SEO. Woorank’s clear, actionable insights help companies increase their search ranking, website traffic, audience engagement, conversion, and customer retention rates.

Hawk Search, Inc. (“Hawk Search”) is a search, recommendation, and personalization application built for marketers, merchandisers and developers that enhances, normalizes and enriches a customer's site search and browse experience. Hawk Search leverages advanced artificial intelligence, machine learning and analytics to deliver accurate results from federated data sources.

All of Bridgeline’s software is available through a cloud-based software as a service (“SaaS”) model, whose flexible architecture provides customers with hosting and support. Additionally, Unbound and Hawk Search are available via a traditional perpetual licensing business model, in which the software resides on a dedicated infrastructure in either the customer’s facility, or manage-hosted by Bridgeline via a cloud-based hosted services model.

Bridgeline Digital was incorporated under the laws of the State of Delaware on August 28, 2000.

Locations

The Company’s corporate office is located in Woburn, Massachusetts. The Company maintains regional field offices serving the following geographical locations: Boston, Massachusetts; Woodbury, New York; Chicago, Illinois; Raleigh, North Carolina; Ontario, Canada; and Brussels, Belgium.

The Company has four wholly-owned subsidiaries: Bridgeline Digital Pvt. Ltd., located in Bangalore, India; Bridgeline Digital Canada, Inc., located in Ontario, Canada; Hawk Search Inc. located in Illinois, United States; and Bridgeline Digital Belgium BV, located in Brussels, Belgium.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Unaudited Interim Financial Information

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and with the instructions to Form 10-Q and Regulation S-X, and in the opinion of the Company’s management, these condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments and accruals, necessary for their fair presentation. The operating results for the three and nine months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending September 30, 2022. The accompanying September 30, 2021 Condensed Consolidated Balance Sheet has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended September 30, 2021, filed with the Securities and Exchange Commission (“SEC”) on December 20, 2021.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation in the current period financial statements. These reclassifications had no effect on the previously reported net loss.

Accounting Pronouncements Pending Adoption

Financial Instruments – Credit Losses

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU No. 2016-13 is effective for smaller reporting companies for annual reporting periods beginning after December 15, 2022, including interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements and related disclosures.

Debt with Conversion and Other Options and Derivatives and Hedging

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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU No. 2020-06 simplify the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity. ASU No. 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of the new standard on its consolidated financial statements and related disclosures.

Business Combinations

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 606): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements, if the acquiree prepared financial statements in accordance with U.S. GAAP. The amendment in this update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The guidance should be applied prospectively to business combinations occurring on or after the effective date of the amendment in this update. The Company is evaluating the potential impact of this adoption on its consolidated financial statements and related disclosures.

All other Accounting Standards Updates issued but not yet effective are not expected to have a material effect on the Company’s future consolidated financial statements.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

3. Accounts Receivable

Accounts receivable consist of the following:

	As of June 30, 2022			As of September 30, 2021
Accounts receivable	$	1,827		$	1,403
Allowance for doubtful accounts		(72	)		(33	)
Accounts receivable, net	$	1,755		$	1,370

As of June 30, 2022, one customer represented approximately 10% of accounts receivable. As of September 30, 2021, two customers represented approximately 13% and 10% of accounts receivable.

4. Fair Value Measurement and Fair Value of Financial Instruments

The Company’s financial instruments consist principally of accounts receivable, accounts payable, warrant liabilities, contingent consideration and long-term debt arrangements. The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. Additionally, under U.S. GAAP, companies are required to provide disclosure and categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. The fair value hierarchy is defined as follows:

Level 1—Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2—Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly.

Level 3—Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date.

The carrying value of the Company’s accounts receivable and accounts payable approximates fair value due to their short-term nature.

The Company’s warrant liabilities are measured at fair value at each reporting period with changes in fair value recognized in earnings during the period. The fair value of the Company’s warrant liabilities are valued utilizing Level 3 inputs. Warrant liabilities are valued using a Monte Carlo option-pricing model, which takes into consideration the volatilities of comparable public companies, due to the relatively low trading volume of the Company’s common stock. The Monte Carlo option-pricing model uses certain assumptions, including expected life and annual volatility. The range and weighted average volatilities of comparable public companies utilized was 26.7% - 65.5% and 56.7%, respectively, as of June 30, 2022, and 28.8% - 66.2% and 55.8%, respectively, as of September 30, 2021. The volatility utilized in the Monte Carlo option-pricing model was determined by weighing 60% to Company-specific volatility and 40% to comparable public companies.

The significant inputs and assumptions utilized were as follows:

	As of June 30, 2022									As of September 30, 2021
	Montage Capital			Series C Preferred			Series D Preferred			Montage Capital			Series C Preferred			Series D Preferred
Volatility		82.7	%		84.3	%		88.9	%		88.7	%		83.9	%		85.7	%
Risk-free rate		3.00	%		2.90	%		3.00	%		0.80	%		0.50	%		1.00	%
Stock price	$	1.20		$	1.20		$	1.20		$	4.11		$	4.11		$	4.11

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The Company recognized gains/(losses) of $818 and ($4,161) for the three months ended June 30, 2022 and 2021, respectively, and $3,693 and ($6,020) for the nine months ended June 30, 2022 and 2021, respectively, related to the change in fair value of warrant liabilities. The changes in fair value of warrant liabilities were due to changes in inputs to the Monte Carlo option-pricing model, primarily from changes in the stock price and risk-free rate.

The Company’s contingent consideration obligations are from arrangements resulting from acquisitions that involve potential future payment of consideration that is contingent upon the achievement of revenue targets and operational goals. Contingent consideration is recognized at its estimated fair value at the date of acquisition based on the Company’s expected probability of future payment, discounted using a weighted-average cost of capital in accordance with accepted valuation methodologies.

The Company reviews and re-assesses the estimated fair value of contingent consideration liabilities at each reporting period and the updated fair value could differ materially from the initial estimates. The Company measures contingent consideration recognized in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified as Level 3 inputs. The Company uses a simulation-based model to estimate the fair value of contingent consideration on the acquisition date and at each reporting period. The simulation model uses certain inputs and assumptions, including revenue projections, an estimate of revenue discount and volatility rate based on comparable public companies’ data, and risk-free rate. Significant increases or decreases to any of these inputs in isolation could result in a significantly higher or lower liability with a higher liability limited to the contractual maximum of the contingent consideration liabilities. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and each reporting period and the amount ultimately paid will be recognized in earnings. The significant inputs and assumptions utilized as of September 30, 2021 were as follows:

Revenue discount rate	3.5	%
Revenue volatility	11.0	%
Discount rate	10.5	%

Assets and liabilities of the Company measured at fair value on a recurring basis as of June 30, 2022 and September 30, 2021, are as follows:

	As of June 30, 2022
	Level 1		Level 2		Level 3		Total

Liabilities:
Warrant liabilities:
Montage	$	-	$	-	$	12	$	12
Series A and C		-		-		223		223
Series D		-		-		476		476
Total warrant liabilities						711		711
Contingent consideration obligations		-		-		2,029		2,029
Total Liabilities	$	-	$	-	$	2,740	$	2,740

	As of September 30, 2021
	Level 1		Level 2		Level 3		Total

Liabilities:
Warrant liabilities:
Montage	$	-	$	-	$	13	$	13
Series A and C		-		-		2,026		2,026
Series D		-		-		2,365		2,365
Total warrant liabilities						4,404		4,404
Contingent consideration obligations		-		-		3,649		3,649
Total Liabilities	$	-	$	-	$	8,053	$	8,053

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The following table provides a rollforward of the fair value, as determined by Level 3 inputs, as follows:

	Contingent Consideration Obligations			Warrant Liabilities
Balance at beginning of period, October 1, 2021	$	3,649		$	4,404
Additions		-			-
Payments or exercises		(509	)		-
Adjustment to fair value		70			(2,441	)
Balance at end of period, December 31, 2021	$	3,210		$	1,963
Additions		-			-
Payments or exercises		-			-
Adjustment to fair value		(543	)		(434	)
Balance at end of period, March 31, 2022	$	2,667		$	1,529
Additions		-			-
Exercises or payments		(480	)		-
Adjustment to fair value		(158	)		(818	)
Balance at end of period, June 30, 2022	$	2,029		$	711

5. Intangible Assets

The components of intangible assets, net of accumulated amortization, are as follows:

	As of June 30, 2022		As of September 30, 2021
Domain and trade names	$	695	$	732
Customer related		4,732		5,465
Technology		1,185		1,558
Balance at end of period	$	6,612	$	7,755

Total amortization expense was $354 and $285 related to intangible assets for the three months ended June 30, 2022 and 2021, respectively, and $1,151 and $726 for the nine months ended June 30, 2022 and 2021, respectively, and is reflected in operating expenses on the Condensed Consolidated Statements of Operations. The estimated amortization expense for fiscal year 2022 (remaining), 2023, 2024, 2025, and 2026 and thereafter is $348, $1,415, $1,032, $738, $673 and $2,406, respectively.

6. Accrued Liabilities

Accrued liabilities consist of the following:

	As of June 30, 2022		As of September 30, 2021
Compensation and benefits	$	397	$	541
Professional fees		135		81
Taxes		77		84
Insurance		18		-
Other		150		202
Balance at end of period	$	777	$	908

7. Long-term debt

On March 1, 2021, the Company assumed the outstanding long-term debt obligations of an acquired business and issued a seller note to one of the selling shareholders (see Note 14). The assumed debt obligations and seller note are denominated in Euros.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Long-term debt consisted of the following:

	As of June 30, 2022			As of September 30, 2021
Vendor loan payable (“Vendor loan”), accruing interest at 3.0% per annum. Principal and interest are payable in two lump-sum installments and the loan matures on March 1, 2023.	$	315		$	718
Term loan payable, accruing interest at fixed rates ranging between 0.99% to 1.5% per annum, payable in monthly or quarterly payments of interest and principal and matures on October 10, 2022.		114			362
Term loan payable, accruing interest at 1.3% per annum, payable in quarterly installments starting in April 2023 and matures on July 31, 2028.		420			466
Seller’s note payable (“Seller’s note”), due to one of the selling shareholders, accruing interest at a fixed rate of 4.0% per annum. The Seller’s note is payable over five installments and matures in September 2025.		314			383
Total debt		1,163			1,929
Less: current portion		(448	)		(732	)
Long-term debt, net of current portion	$	715		$	1,197

At June 30, 2022, future maturities of long-term debt are as follows:

Fiscal year:
2022 (remaining)	$	68
2023		462
2024		202
2025		202
2026		76
Thereafter		153
Total long-term debt	$	1,163

8. Stockholders’ Equity

Under our Certificate of Incorporation, we are authorized, subject to limitations prescribed by Delaware law and our Charter, to issue up to 1,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. Our Board of Directors can increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock.

Series A Convertible Preferred Stock

The Company has designated 264,000 shares of its preferred stock as Series A Convertible Preferred Stock (“Series A Preferred Stock”). The shares of Series A Preferred Stock may be converted, at the option of the holder at any time, into such number of shares of common stock equal to (i) the number of shares of Series A Preferred Stock to be converted, multiplied by the stated value of $10 and (ii) divided by the conversion price in effect at the time of conversion. As of June 30, 2022, and September 30, 2021, the Company had no shares of Series A Preferred Stock outstanding.

Series B Convertible Preferred Stock

The Company has designated 5,000 shares of its preferred stock as Series B Convertible Preferred Stock (“Series B Preferred Stock”). The shares of Series B Preferred Stock may be converted, at the option of the holder at any time, into such number of shares of common stock equal to (i) the number of shares of Series B Preferred Stock to be converted, multiplied by the stated value of $1,000 and (ii) divided by the conversion price in effect at the time of conversion. As of June 30, 2022, and September 30, 2021, the Company had no shares of Series B Preferred Stock outstanding.

Series C Convertible Preferred Stock

The Company has designated 11,000 shares of its preferred stock as Series C Convertible Preferred Stock (“Series C Preferred Stock”). The shares of Series C Preferred Stock may be converted, at the option of the holder at any time, into such number of shares of common stock equal to (i) the number of shares of Series C Preferred Stock to be converted, multiplied by the stated value of $1,000 and (ii) divided by the conversion price in effect at the time of conversion. Series C Preferred Stock vote on an as-converted basis along with shares of the Company’s common stock, are not entitled to receive dividends, unless specifically declared by our Board of Directors, and in the event of any liquidation, dissolution or winding up of the Company the holders of Series C Preferred Stock are entitled to receive in preference to the holders of common stock, Series A Preferred Stock, Series B Preferred Stock and any other stock, the amount equal to the stated value per share of Series C Preferred Stock. The Company may not effect, and a holder will not be entitled to, convert the Series C Preferred Stock or exercise any Series C Preferred Warrants, which, upon giving effect to such conversion or exercise, would cause the aggregate number of shares of common stock beneficially owned by the Purchaser (together with its affiliates) to exceed 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise. As of June 30, 2022, and September 30, 2021, the Company had 350 shares of Series C Preferred Stock outstanding, which were convertible into an aggregate of 38,889 shares of the Company’s common stock.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Registered Offering of Common Stock and Private Placement of Series D Convertible Preferred Stock (the “ May 2021 Offerings”)

On May 14, 2021, the Company offered and sold a total of 1,060,000 shares of its common stock to certain institutional investors at a public offering price of $2.28 per share in a registered direct offering (“RD Offering”). The RD Offering was registered under the Securities Act of 1933, as amended, pursuant to a prospectus supplement to the Company's then-current registration statement on Form S-3.

Additionally, on May 14, 2021, the Company entered into securities purchase agreements with certain institutional investors pursuant to which the Company offered and sold a total of 2,700 units (“Units”) at a purchase price of $1,000 per Unit (“Private Placement”). Each Unit consisted of (i) one share of the Company’s newly designated Series D Convertible Preferred Stock (“Series D Preferred Stock”) and (ii) warrants to purchase common stock up to one-half of the shares issuable upon conversion of the Series D Preferred Stock as a part of the Units. In total, the Company issued 2,700 shares of Series D Preferred Stock and warrants to purchase up to 592,106 shares of common stock.

Joseph Gunnar & Company, LLC acted as lead placement agent for both the RD Offering and the Private Placement (collectively, the “May 2021 Offerings”) and Taglich Brothers, Inc. acted as co-placement agent for the May 2021 Offerings (the "Placement Agents"). As compensation for their services, the Company paid to the Placement Agents a fee equal to 8% of the aggregate purchase price paid and reimbursed the Placement Agents for certain expenses incurred in connection with the May 2021 Offerings. In addition, the Company issued to the Placement Agents warrants, in substantially the same form as the Series D Preferred Warrants, to purchase an aggregate of 179,536 shares of common stock.

In connection with the Private Placement, the Company has designated 4,200 shares of its preferred stock as Series D Convertible Preferred Stock. The shares of Series D Preferred Stock may be converted, at the option of the holder at any time, into such number of shares of common stock equal to (i) the number of shares of Series D Preferred Stock to be converted, multiplied by the stated value of $1,000 and (ii) divided by the conversion price in effect at the time of conversion. Holders of Series D Preferred Stock were prohibited from converting Series D Preferred Stock into conversion shares if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% (or 9.99% upon the election of the holder prior to the issuance of the Series D Preferred Stock) of the total number of shares of common stock then issued and outstanding. At the original issuance date, shares of Series D Preferred Stock issued in Private Placement were convertible into an aggregate of 1,184,211 shares of common stock.

The Company’s common stock is listed on the NASDAQ Capital Market, and, as such, it is subject to the applicable rules of the Nasdaq Stock Market LLC, including Nasdaq Listing Rule 5635(a), which requires stockholder approval in connection with the acquisition of another company (see Note 14) if the Nasdaq-listed company will issue 20% or more of its common stock. For purposes of Nasdaq Listing Rule 5635(a), the issuance of any common stock in the Acquisition (see Note 14) and the May 2021 Offerings would be aggregated together. Thus, to permit the issuance of common stock upon conversion of the Series D Preferred Stock and upon exercise of the warrants issued in the Private Placement, the Company had to obtain stockholder approval of these issuances. Upon issuance, the Company had determined that such prohibition did not represent an inability for the Company to satisfy its obligation to deliver shares upon conversion, as the holders’ conversion option itself was contingent upon Stockholder Approval. On September 16, 2021, the Company obtained Stockholder Approval. The Company determined that the Series D Preferred Stock should be classified as permanent equity.

The Series D Preferred Stock contained an embedded conversion feature that could affect the ultimate settlement of the Series D Preferred Stock. The Company determined that the embedded conversion feature’s economic characteristics and risks were clearly and closely related to the economic characteristics and risks of the Series D Preferred Stock. As a result, the embedded conversion feature was not required to be bifurcated from the Series D Preferred Stock.

The Series D Preferred Stock issued contained a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is deemed beneficial to the investor, that is, in-the-money, at inception, as the conversion option has an effective conversion price that is less than the market price of the underlying stock at the commitment date. An embedded beneficial conversion feature is required to be recognized separately by allocating a portion of the proceeds equal to the intrinsic value, at the commitment date, of the feature to additional paid-in capital. As discussed below, the May 2021 Offerings cash proceeds allocated to the Series D Preferred Stock based on its relative fair value resulted in an effective conversion price of $1.41, which was below the commitment date fair value of the underlying shares of common stock of $2.50, resulting in a beneficial conversion feature measured at $1.3 million. As discussed in Note 14, upon the acquisition of Hawk Search during the third quarter of fiscal 2021, Series D Preferred Stock was issued as part of consideration transferred in which the intrinsic value of the embedded conversion feature was calculated at $724 as of the acquisition date.

During the fourth quarter of fiscal 2021, the Company recognized the impact of the beneficial conversion feature upon Stockholder Approval, as the beneficial conversion feature became immediately exercisable, at the option of the holder. The Company recognized full accretion of the beneficial conversion feature as a deemed dividend of $2.0 million to the Series D Preferred Stock. Such deemed dividend was recognized as an increase to accumulated deficit and an increase to additional paid-in capital and was included as a component of net loss attributable to common stockholders. During the fourth quarter of fiscal 2021, all Series D Preferred Stock was converted to common shares with no remaining Series D Preferred Stock outstanding at June 30, 2022 and September 30, 2021.

As noted above, in connection with the May 2021 Offerings, the Company issued Series D Preferred Warrants and Placement Agents Warrants to purchase up to 592,106 and 179,536 shares of common stock, respectively. The Series D Preferred and Placement Agents Warrants (hereinafter referred to collectively as the “Series D Warrants”) are puttable at the option of the holder in the event of a Fundamental Transaction, as defined in the respective warrant agreements. The put feature requires the Company to pay holders an amount of cash equal to the Black-Scholes Value, as defined in the respective warrant agreements, of the remaining unexercised portion of the Series D Warrants on the date of consummation of such Fundamental Transaction. The Company determined that the Series D Warrants are required to be classified as liabilities measured at fair value at their issuance date and to be subsequently remeasured at fair value each reporting period, with changes in fair value recognized in period earnings (see Note 4).

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

As the common stock in the RD Offering was sold concurrently with the Units sold in the Private Placement, for any common purchasers, inclusive of purchaser affiliated entities, the aggregate proceeds from the May 2021 Offerings were allocated, on an investor-by-investor basis, to the Series D Preferred Warrants based on their fair value and the residual proceeds to the common stock and Series D Preferred Stock based on their relative fair values. Accordingly, the May 2021 Offerings proceeds, net of certain fees due to placement agents, inclusive of the fair value of warrants issued to placement agents, and transaction-related expenses, of approximately $4.3 million were allocated $1.0 million to the Series D Preferred Warrants based on their issuance-date fair value, $1.9 million to common stock and $1.3 million to Series D Preferred Stock based on their respective relative fair values.

The issuance-date fair value of the Series D Warrants issued to placement agents was determined to be incremental cost directly attributable to the May 2021 Offerings and was charged by the Company against proceeds along with other fees paid to the Placement Agents.

Registered Offering and Sale of Common Stock

On February 4, 2021, the Company offered and sold a total of 880,000 shares of its common stock, par value $0.001 per share, to certain institutional and accredited investors at a public offering price of $3.10 per share in a registered direct offering (the “Offering”). The Offering was registered under the Securities Act of 1933, as amended, pursuant to a prospectus supplement to the Company’s currently effective registration statement on Form S-3 (File No. 333-239104), which was initially filed with the SEC on June 12, 2020, and was declared effective on June 25, 2020. The Company filed the final prospectus supplement for the Offering on or about February 5, 2021. The Offering closed on February 8, 2021, and resulted in proceeds, net of certain fees due to placement agents and transaction expenses, to the Company of approximately $2.5 million. The net proceeds received by the Company will be used for general corporate purposes, including general working capital.

Joseph Gunnar & Company, LLC acted as lead placement agent for the Offering, and Taglich Brothers, Inc. acted as co-placement agent for the Offering. As compensation for their services, the Company paid to the Placement Agents a fee equal to 8% of the aggregate purchase price paid for shares placed by the Placement Agents at closing and reimbursed the Placement Agents for certain expenses incurred in connection with the Offering. In addition, the Company issued to the Placement Agents warrants to purchase an aggregate of 58,169 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants have a term of five years from the date of issuance and an exercise price of $3.875 per share.

Amended and Restated Stock Incentive Plan

The Company has granted common stock, common stock warrants, and common stock option awards (the “Equity Awards”) to employees, consultants, advisors and former debt holders of the Company and to former owners and employees of acquired companies that have become employees of the Company. The Company’s Amended and Restated Stock Incentive Plan (the “Plan”) provided for the issuance of up to 5,000 shares of common stock. This Plan expired in August 2016. As of June 30, 2022, there were 1,226 options outstanding under the Plan. On April 29, 2016, the stockholders approved a new stock incentive plan, the 2016 Stock Incentive Plan (the “2016 Plan”). The 2016 Plan authorizes the award of incentive stock options, non-statutory stock options, restricted stock, unrestricted stock, performance shares, stock appreciation rights and any combination thereof to employees, officers, directors, consultants, independent contractors and advisors of the Company. At the annual meeting held on September 20, 2019, the Company’s stockholders voted to amend the 2016 Plan to increase the number of shares of the Company’s common stock available for issuance as awards granted under the Stock Incentive Plan from 10,000 to 800,000 shares. At the annual meeting held on March 30, 2022, the Company’s stockholders voted to further amend the 2016 Plan to increase the number of shares of the Company’s common stock available for issuance as awards granted under the Stock Incentive Plan from 800,000 to 1,650,000 shares. As of June 30, 2022, there were 1,176,839 options outstanding and 423,815 shares available for future issuance under the 2016 Plan.

Compensation Expense

Compensation expense is generally recognized on a graded accelerated basis over the vesting period of grants. Compensation expense is recorded in the consolidated statements of operations with a portion charged to Cost of revenue and a portion to Operating expenses, depending on the employee’s department.

During the three and nine months ended June 30, 2022 and 2021, compensation expense related to share-based payments was as follows:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
Cost of revenue	$	6	$	6	$	19	$	18
Operating expenses		86		37		188		115
Interest expense and other, net		157		-		157		-
	$	249	$	43	$	364	$	133

Interest expense and other, net includes compensation expense related the fair value of fully-vested stock options granted in April 2021. 120,000 shares were granted to directors, as more fully described below under the caption “Summary of Option and Warrant Activity and Outstanding Shares.” As of June 30, 2022, the Company had approximately $0.5 million of unrecognized compensation costs related to unvested options, which is expected to be recognized over a weighted-average period of 2.28 years.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Common Stock Warrants

The Company typically issues warrants to individual investors and placement agents to purchase shares of the Company’s common stock in connection with public and private placement fund raising activities. Warrants may also be issued to individuals or companies in exchange for services provided to the Company. The warrants are typically exercisable six months after the issue date, expire in five years, and contain a cashless exercise provision and piggyback registration rights.

Montage Warrant - As additional consideration for a prior loan arrangement which was paid in full in a prior period not presented, the Company issued to Montage Capital an eight-year warrant (the “Montage Warrant”) to purchase the Company’s common stock at a price equal to $132.50 per share. The Montage Warrant contains an equity buy-out provision upon the earlier of (1) dissolution or liquidation of the Company, (2) any sale or distribution of all or substantially all of the assets of the Company, or (3) a “Change in Control” as defined within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934. Montage Capital has the right to receive an equity buy-out of $250. If the equity buy-out is exercised, the Montage Warrant will be surrendered to the Company for cancellation.

Series A and C Preferred Warrants - In March 2019, in connection with the issuance of the Company’s Series C Preferred Stock, the Company issued warrants to purchase the Company’s common stock. These warrants were designated as (i) Series A Warrants with an initial term of 5.5 years and an exercise price of $4.00; (ii) Series B Warrants, which expired unexercised during the Company’s 2021 fiscal year, with an initial term of 24 months and an exercise price of $4.00; and (iii) Series C Warrants with an initial term of 5.5 years and an exercise price of $0.05 (collectively, hereinafter referred to as the “Series C Preferred Warrants”). The Company also issued warrants with an exercise price of $4.00 to purchase shares of the Company’s common stock to the Placement Agents. The Company may not effect, and a holder will not be entitled to convert, the Series C Preferred Stock or exercise any Series C Preferred Warrants, which, upon giving effect to such conversion or exercise, would cause (i) the aggregate number of shares of common stock beneficially owned by the Purchaser (together with its affiliates) to exceed 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise.

As of June 30, 2022, the number of shares issuable upon exercise of the (i) Series A Warrants were 872,625 shares; (ii) Series C Warrants were 13,738 shares; (iii) the Placement Agent Warrants issued in connection with the Series C Preferred Stock were 11,992 shares; and (iv) Investor Warrants were 41,621 shares.

Series D Preferred Warrants - The Units sold in Private Placement on May 14, 2021 also consisted of Series D Warrants to purchase up to 592,106 shares of common stock. The Series D Preferred Warrants issued on May 14, 2021 have an initial exercise date of November 14, 2021, with a term of five and a half years which ends on November 16, 2026. Series D Preferred Warrants have an exercise price of $2.51.

In addition, pursuant to the May 2021 Offerings, the Company issued to the Placement Agents warrants to purchase an aggregate of 179,536 shares of common stock. The Placement Agents Warrants issued on May 14, 2021 have an initial exercise date of November 14, 2021, with a term of five years which ends on May 12, 2026. The Placement Agent Warrants have an exercise price of $2.85.

The Company may not effect, and a holder will not be entitled to convert, the Series D Preferred Stock or exercise any May 2021 Offering Warrants, which, upon giving effect to such conversion or exercise, would cause (i) the aggregate number of shares of common stock beneficially owned by the Purchaser (together with its affiliates) to exceed 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise. As of June 30, 2022, no Series D Warrants have been exercised and the aggregate number of shares issuable upon exercise was 592,106 and 179,536 shares for investors and placement agents, respectively.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The Montage Warrants, Series C Preferred Warrants, the Placement Agent Warrants issued in connection with the Series C Preferred Stock, and the Series D Warrants were all determined to be derivative liabilities and are subject to remeasurement each reporting period (see Note 4).

During nine months ended June 30, 2022, 26,605 Placement Agent Warrants were exercised.

Total warrants outstanding as June 30, 2022, were as follows:

Type	Issue Date	Shares		Price		Expiration
Financing (Montage)	10/10/2017		1,327	$	132.50	10/10/2025
Investors	10/19/2018		3,120	$	25.00	10/19/2023
Placement Agent	10/16/2018		10,000	$	31.25	10/16/2023
Investors	3/12/2019		41,621	$	4.00	10/19/2023
Investors	3/12/2019		872,625	$	4.00	9/12/2024
Investors	3/12/2019		13,738	$	0.05	9/12/2024
Placement Agent	3/12/2019		11,992	$	4.00	9/12/2024
Placement Agent	2/4/2021		31,564	$	3.88	2/4/2026
Investors	5/14/2021		592,106	$	2.51	11/16/2026
Placement Agent	5/14/2021		179,536	$	2.85	5/12/2026
Total			1,757,629

Summary of Option and Warrant Activity and Outstanding Shares

During the three months ended June 30, 2022, the Company, (i) issued 120,000 total options to Board members at an exercise price of $1.85, which vested immediately upon issuance, (ii) issued 362,000 total options to its Chief Executive Officer at an exercise price of $1.85, which vest ratably over a 3-year period, and (iii) issued 48,000 total options to employees at an exercise price of $1.27, which vest ratably over a 3-year period. During the nine months ended June 30, 2022, in addition to the options noted above, the Company granted options to purchase 5,000 shares at an exercise price of $3.99, which vest ratably over a three-year period commencing on October 1, 2021. During the three and nine months ended June 30, 2021, the Company granted options to purchase 95,500 shares at an exercise price of $2.51, which vest ratably over a three-year period commencing on June 1, 2021. All such options granted expire ten years from the date of grant.

The weighted-average option fair values, as determined using the Black-Scholes option valuation model, and the assumptions used to estimate these values for stock options granted during the nine months ended June 30, 2022 are as follows:

	Board			Non-Board
Weighted-average fair value per share option	$	1.30		$	1.40
Expected life (in years)		5.0			6.0
Volatility		89.2	%		95.0	%
Risk-free interest rate		2.80	%		2.80	%
Dividend yield		0.0	%		0.0	%

The expected option term is the number of years the Company estimates the options will be outstanding prior to exercise based on historical trends of employee turnover. Expected volatility is based on historical daily price changes of the Company’s common stock for a period equal to the expected life. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant. The expected dividend yield is zero since the Company does not currently pay cash dividends on its common stock and does not anticipate doing so in the foreseeable future.

A summary of combined stock option and warrant activity for the nine months ended June 30, 2022, is as follows:

	Stock Options					Stock Warrants
				Weighted -					Weighted -
				Average					Average
				Exercise					Exercise
	Options			Price		Warrants			Price

Outstanding, October 1, 2021		765,232		$	4.66		1,788,745		$	4.18
Granted		535,000			1.82		-			-
Exercised		(13,333	)		1.40		(26,605	)		3.88
Forfeited		(108,700	)		2.38		-			-
Expired		(134	)		937.88		(4,511	)		218.89
Outstanding, June 30, 2022		1,178,065			3.60		1,757,629			3.64
Options vested and exercisable, June 30, 2022		586,765			5.33

As of June 30, 2022, there was no aggregate intrinsic value of options outstanding and exercisable, and the weighted-average remaining contractual term was 8.7 and 8.3 years, respectively.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

9. Net Income (Loss) Per Share Attributable to Common Shareholders

Basic net income (loss) per share is computed by dividing net income (loss) applicable to common shareholders by the weighted average number of common shares outstanding. Diluted net loss per share attributable to common shareholders is computed using the weighted average number of common shares outstanding during the period plus the dilutive effect of outstanding stock options and warrants using the “treasury stock” method and convertible preferred stock using the “as-if-converted” method. The computation of diluted earnings per share does not include the effect of outstanding stock options, warrants and convertible preferred stock that are considered anti-dilutive.

Basic and diluted net income (loss) per share is computed as follows:

(in thousands, except per share data)	Three Months Ended June 30,						Nine Months Ended June 30,
	2022			2021			2022			2021
Numerator:
Net income (loss) – basic earnings per share	$	403		$	(3,609	)	$	2,620		$	(5,327	)
Effect of dilutive securities:
Change in fair value of in-the-money warrant derivative liabilities		(10	)		-			(40	)		-
Net income (loss) applicable to common shareholders - diluted earnings per share	$	393		$	(3,609	)	$	2,580		$	(5,327	)

Denominator:
Weighted-average shares outstanding for basic earnings per share		10,217,609			5,939,021			10,203,570			5,117,586
Effect of dilutive securities:
Options		-			-			109,020			-
Warrants		13,254			-			13,423			-
Preferred stock		38,889			-			38,889			-
Weighted-average shares outstanding for diluted earnings per share		10,269,752			5,939,021			10,364,902			5,117,586

Basic net income (loss) per share	$	0.04		$	(0.61	)	$	0.26		$	(1.04	)
Diluted net income (loss) per share	$	0.04		$	(0.61	)	$	0.25		$	(1.04	)

Potential common stock equivalents excluded from the computation of diluted net income per share because their inclusion would have been anti-dilutive were as follows (in shares):

	Three Months Ended June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
Stock options		1,178,065		573,201		729,712		613,201
Warrants		1,743,891		2,945,452		1,743,891		5,551,059
Series C Convertible Preferred Stock		-		350		-		350
Contingently issuable shares associated with an acquired business		-		216,590		-		216,590

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

10. Revenues and Other Related Items

Disaggregated Revenues

The Company disaggregates revenue from contracts with customers by geography and product grouping, as it believes this best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The Company’s revenue by geography (based on customer address) is as follows:

	Three Months Ended June 30,				Nine Months Ended June 30,
Revenues:	2022		2021		2022		2021
United States	$	3,325	$	1,978	$	9,944	$	6,495
International		881		1,467		2,665		2,660
	$	4,206	$	3,445	$	12,609	$	9,155

The largest concentration within the Company’s international revenue geography is within Canada.

Long-lived assets located in foreign jurisdictions aggregated approximately $6.9 million and $7.5 million as of June 30, 2022 and September 30, 2021, respectively.

The Company’s revenue by type is as follows:

	Three Months Ended June 30,				Nine Months Ended June 30,
Revenues:	2022		2021		2022		2021
Digital engagement services	$	812	$	821	$	2,492	$	2,543
Subscription		3,022		2,330		8,984		5,713
Maintenance		129		93		366		268
Hosting		207		201		661		631
Perpetual licenses		36		-		106		-
	$	4,206	$	3,445	$	12,609	$	9,155

For the three and nine months ended June 30, 2022 and June 30, 2021, no customers exceeded 10% of the Company’s total revenue.

Deferred Revenue

Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that is expected to be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as noncurrent deferred revenue included in Other long-term liabilities.

The following table summarizes the classification and net change in deferred revenue as of and for the three months and nine months ended June 30, 2022:

	Deferred Revenue
	Current			Long-Term
Balance as of October 1, 2021	$	2,097		$	418
Increase (decrease)		(304	)		(23	)
Balance as of December 31, 2021	$	1,793		$	395
Increase (decrease)		(227	)		3
Balance as of March 31, 2022	$	1,566		$	398
Increase (decrease)		237			13
Balance as of June 30, 2022	$	1,803		$	411

11. Income Taxes

Income tax expense consists of the estimated liability for state income taxes owed by the Company. Net operating loss carryforwards are estimated to be sufficient to offset any potential taxable income for all periods presented. During the three months ended June 30, 2022 and 2021, the Company recognized an income tax expense of $4 and ($1,176), respectively, and during the nine months ended June 30, 2022 and 2021, the Company recognized an income tax expense of $12 and ($1,175), respectively.

During the year ended June 30, 2021, the acquisition of Hawk Search, Inc. (see Note 14) resulted in the recognition of deferred tax liabilities of approximately $1,181, related to intangible assets. Prior to the business combination, the Company had a full valuation allowance on its net deferred tax assets. The deferred tax liabilities generated from the business combination netted against the Company’s pre-existing deferred tax assets. Consequently, the impact of such resulted in the release of $1,181 of the pre-existing valuation allowance against the deferred tax assets and corresponding deferred tax benefit recognized during the three and nine months ended June 30, 2021.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

12. Leases

The Company leases facilities in the United States for its corporate and regional field offices. During the three and nine months ended June 30, 2022, the Company was also a lessee/sublessor for certain office locations.

Determination of Whether a Contract Contains a Lease

We determine if an arrangement is a lease at inception, or upon modification of a contract and classify each lease as either an operating or finance lease at commencement. The Company reassesses lease classification subsequent to commencement upon a change to the expected lease term or a modification to the contract. Operating leases represent the Company’s right to use an underlying asset as lessee for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease.

A contract contains a lease if the contract conveys the right to control the use of the identified property or equipment, explicitly or implicitly, for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and obtain substantially all of the economic benefit from the use of the underlying asset. At commencement, contracts containing a lease are further evaluated for classification as an operating lease or finance lease based on their terms.

ROU Model and Determination of Lease Term

The Company uses the Right-of-Use (“ROU”) model to account for leases, which requires an entity to recognize a lease liability and ROU asset on the lease commencement date. A lease liability is measured equal to the present value of the remaining lease payments over the lease term and is discounted using the incremental borrowing rate, as the rates implicit in the Company’s leases are not readily determinable. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease payments include payments made before the commencement date and any residual value guarantees, if applicable. The initial ROU asset consists of the initial measurement of the lease liability, adjusted for any payments made before the commencement date, initial direct costs and lease incentives earned. When determining the lease term, the Company includes option periods when it is reasonably certain that those options will be exercised.

Lease Costs

For operating leases, minimum lease payments, including minimum scheduled rent increases, are recognized as operating lease costs on a straight-line basis over the applicable lease terms. Some operating lease arrangements include variable lease costs, including real estate taxes, insurance, common area maintenance or increases in rental costs related to inflation. Such variable payments, other than those dependent upon a market index or rate, are excluded from the measurement of the lease liability and are expensed when the obligation for those payments is incurred.

Significant Assumptions and Judgments

Management makes certain estimates and assumptions regarding each new lease and sublease agreement, renewal and amendment, including, but not limited to, property values, market rents, useful life of the underlying property, discount rate and probable term, all of which can impact (1) the classification as either an operating or finance lease, (2) measurement of lease liabilities and ROU assets and (3) the term over which the ROU asset and leasehold improvements are amortized. The amount of depreciation and amortization, interest and rent expense would vary if different estimates and assumptions were used.

The components of net lease costs were as follows:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2022			2021			2022			2021
Condensed Consolidated Statement of Operations:
Operating lease cost	$	33		$	27		$	111		$	74
Variable lease cost		11			14			21			41
Less: Sublease income, net		(20	)		(25	)		(40	)		(76	)
Total	$	24		$	16		$	92		$	39

Cash paid for amounts included in the measurement of lease liabilities was $133 and $170 for the nine months ended June 30, 2022 and 2021, all of which represents operating cash flows from operating leases. As of June 30, 2022, the weighted average remaining lease term was 2.7 years and the weighted average discount rate was 7.0%.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

At June 30, 2022, future minimum rental commitments under non-cancelable leases with initial or remaining terms in excess of one year were as follows:

	Operating Leases			Receipts Subleases		Net Leases
Fiscal year:
2022 (remaining)	$	37			25		12
2023		173			101		72
2024		116			34		82
2025		69			-		69
2026		7			-		7
Total lease commitments		402			160		242
Less: Amount representing interest		(46	)
Present value of lease liabilities		356
Less: current portion		(199	)
Operating lease liabilities, net of current portion	$	157

The Company has leased additional office space starting in the third quarter of 2022 in Chicago IL. The lease ends in January 2028, with an early termination clause at the Company's option in August 2025. Total base rent for the entire term is $0.4 million.

13. Commitments and Contingencies

The Company leases certain of its buildings under noncancelable lease agreements. Refer to the Leases footnote (Note 12) of the Notes to the Condensed Financial Statements for additional information.

The Company frequently warrants that the technology solutions it develops for its clients will operate in accordance with the project specifications without defects for a specified warranty period, subject to certain limitations that the Company believes are standard in the industry. In the event that defects are discovered during the warranty period, and none of the limitations apply, the Company is obligated to remedy the defects until the solution that the Company provided operates within the project specifications. The Company is not typically obligated by contract to provide its clients with any refunds of the fees they have paid, although a small number of its contracts provide for the payment of liquidated damages upon default. The Company has purchased insurance policies covering professional errors and omissions, property damage and general liability that reduce its monetary exposure for warranty-related claims and enable it to recover a portion of any future amounts paid.

The Company’s contracts typically provide for testing and client acceptance procedures that are designed to mitigate the likelihood of warranty-related claims, although there can be no assurance that such procedures will be effective for each project. The Company has not paid any material amounts related to warranties for its solutions. The Company sometimes commits unanticipated levels of effort to projects to remedy defects covered by its warranties. The Company’s estimate of its exposure to warranties on contracts is immaterial as of June 30, 2022 and September 30, 2021.

The Company’s agreements with customers generally require the Company to indemnify the customer against claims in which the Company’s products infringe third-party patents, copyrights, or trademarks and indemnify against product liability matters. As of June 30, 2022 and September 30, 2021, the Company has not experienced any losses related to the indemnification obligations and no significant claims with respect thereto were outstanding. The Company does not expect significant claims related to the indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.

Litigation

The Company is subject to ordinary routine litigation and claims incidental to its business. As of June 30, 2022, the Company was not engaged with any material legal proceedings.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

14. Acquisitions

Woorank Acquisition

On March 1, 2021, the Company, pursuant to a Share Purchase Agreement (the “Woorank Purchase Agreement”), acquired all of the issued and outstanding shares of Woorank, an entity located in Belgium. The Company accounted for the Woorank transaction as a business combination in accordance with the Accounting Standard Codification (“ASC”) Topic 805, Business Combinations. The purchase price consisted of (1) cash paid at closing, (2) deferred cash payable in installments post-closing, (3) a seller note issued to one of the selling shareholders, and (4) amounts payable to one selling shareholder as consideration for assistance with certain matters related to the acquisition for a period of one year from the closing date of the acquisition. The Woorank Purchase Agreement also provides for additional consideration, in the event of achievement of certain revenue targets and operational goals, to the selling shareholders. On the closing date, the Company issued 29,433 shares of its common stock for a portion of the purchase price.

The Company accounted for the Woorank transaction as a business combination. The Company determined that the fair value of the gross assets acquired was not concentrated in a single identifiable asset or a group of similar assets. Assets acquired and liabilities assumed have been recognized at their estimated fair values as of the acquisition date. The fair value of common stock issued as part of consideration transferred was determined based on the acquisition date closing market price of the Company’s common stock. The estimated fair value of the contingent consideration was determined based on the Company’s expected probability of future payment, discounted using a weighted average cost of capital. The fair value of the contingent consideration is included within ‘Purchase price and contingent consideration payable’ on the consolidated balance sheets. The fair value of intangible assets was based on valuations using a discounted cash flow model (Level 3 inputs) which requires significant estimates and assumptions, including estimating future revenues and costs. The fair value of debt obligations assumed was based on the interest rates underlying these instruments in relation to the market rates available for similar instruments. The excess of the purchase price over the assets acquired and liabilities assumed was recognized as goodwill. The goodwill is attributable to expected synergies and customer cross-selling opportunities between the Company and Woorank.

Hawk Search Acquisition

On May 28, 2021, the Company, pursuant to a Share Purchase Agreement (the “Hawk Purchase Agreement”), acquired all of the issued and outstanding shares of Hawk Search, an Illinois corporation. The purchase price consisted of (1) an initial cash payment at closing, (2) an issuance of 1,500 shares of the Company’s newly designated Series D Preferred Stock, and (3) deferred cash payable on or before December 31, 2021. The Hawk Purchase Agreement also provides for additional consideration, in the event of achievement of certain revenue targets, to the selling shareholders as an additional earn-out, payable in two installments, as amended and as follows: (i) on or before July 1, 2022, the aggregate sum of $1,779 thousand (which was paid on July 1, 2022); and (ii) on or before October 3, 2022, the aggregate sum of $250 thousand, as included within the Amendment to the Stock Purchase Agreement, dated June 15, 2022.

The Company accounted for the Hawk Search transaction as a business combination. The Company determined that the fair value of the gross assets acquired was not concentrated in a single identifiable asset of a group of similar assets. Assets acquired and liabilities assumed have been recognized at their estimated fair values as of the acquisition date. The fair value of Series D Preferred Stock issued as part of consideration transferred was determined based on the price paid by third-party investors in the Private Placement (see Note 8) which occurred in close proximity to the acquisition date. As more fully described in Note 8, the Series D Preferred Stock contains an embedded beneficial conversion feature. The intrinsic value of $724 was calculated as of the acquisition date. The fair value of contingent consideration was determined based on the probability of achievement of the revenue targets and operational goals, which includes estimating future revenues. The fair value of intangible assets was based on valuations using a discounted cash flow model (Level 3 inputs) which requires significant estimates and assumptions, including estimating future revenues and costs. The excess of the purchase price over the assets acquired and liabilities assumed was recognized as goodwill. The goodwill is attributable to expected synergies and customer cross-selling opportunities between the Company and Hawk Search.

The acquisition date fair value of consideration transferred was as follows:

	Woorank		Hawk Search		Total
Cash paid at or in close proximity to closing	$	285	$	4,800	$	5,085
Future deferred payments		376		2,000		2,376
Common stock (29,433 shares at $3.38 per share)		99		-		99
Series D Convertible Preferred Stock (1,500 shares at $618 per share)		-		930		930
Seller’s note		352		-		352
Contingent consideration (earn-outs)		1,289		2,190		3,479
Total consideration paid	$	2,401	$	9,920	$	12,321

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The acquisition date fair value of assets acquired, and liabilities assumed was as follows:

	Woorank		Hawk Search		Total
Assets acquired:
Cash	$	577	$	100	$	677
Non-cash current assets		23		780		803
Property and equipment		5		-		5
Intangible assets:
Acquired software		282		560		842
Customer relationships		1,280		3,410		4,690
Domain and trade names		116		620		736
Goodwill		2,888		7,540		10,428
Total assets acquired		5,171		13,010		18,181
Liabilities assumed:
Current liabilities		208		1,909		2,117
Assumed debt obligations		2,159		-		2,159
Deferred tax liabilities		403		1,181		1,584
Total liabilities assumed		2,770		3,090		5,860

Total consideration paid	$	2,401	$	9,920	$	12,321

The average useful lives of the identifiable intangible assets acquired were as follows:

	Woorank		Hawk Search
	(in years)
Acquired software		5		5
Customer relationships		8		10
Domain and trade names		12		15

Total earnings from the acquisitions are impracticable to disclose as the operations were merged with existing operations and certain costs were not accounted for separately.

Pro Forma Information (Unaudited)

The following is the unaudited pro forma information assuming the acquisitions occurred on October 1, 2020:

	Three months ended June 30, 2021			Nine months ended June 30, 2021

(in thousands, except share and per share data)

Revenue	$	4,412		$	13,342

Net income (loss) attributable to common shareholders - basic	$	(3,605	)	$	(5,841	)
Net income (loss) attributable to common shareholders - diluted	$	(3,605	)	$	(5,841	)

Net income (loss) per share attributable to common shareholders:
Basic	$	(0.61	)	$	(1.14	)
Diluted	$	(0.61	)	$	(1.14	)

Weighted average common shares outstanding - basic		5,939,021			5,117,586
Weighted average common shares outstanding - diluted		5,939,021			5,117,586

Pro forma information for the three and nine months ended June 30, 2022, is not presented as the amounts reported in the Condensed Consolidated Statements of Operations include the activities of these acquisitions for the period then ended.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

15. Related Party Transactions

In October 2013, Mr. Michael Taglich joined the Board of Directors. Michael Taglich is the Chairman and President of Taglich Brothers, Inc. (“Taglich Brothers”), a New York based securities firm.

In November 2018, the Company engaged Taglich Brothers Inc, on a non-exclusive basis, to perform advisory and investment banking services to identify possible acquisition target possibilities. Michael Taglich is a director and shareholder of the Company. Taglich Brothers Inc. could also earn a success fee of up to $1 million for identifying an acquisition target, depending on revenue of the target.

In connection with the February and May 2021 Offerings (see Note 8), Taglich Brothers, Inc. received warrants to purchase 82,945 shares of the Company’s common stock with a weighted average exercise price of $3.21 and weighted average term of 5.0 years.

16. Subsequent Events

The Company evaluated subsequent events through the date of this filing and concluded there were no material subsequent events requiring adjustment to or disclosure in these interim condensed consolidated financial statements.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

All statements included in this section, other than statements or characterizations of historical fact, are forward-looking statements. These “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, are based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may" "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These statements appear in a number of places and include statements regarding the intent, belief or current expectations of Bridgeline Digital, Inc. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions, including, but not limited to, the impact of the COVID–19 pandemic and related public health measures on our financial results; business operations and the business of our customers, suppliers and partners; our ability to retain and upgrade current customers; increasing our recurring revenue; our ability to attract new customers; our revenue growth rate; our history of net loss and our ability to achieve or maintain profitability; our liability for any unauthorized access to our data or our users’ content, including through privacy and data security breaches; any decline in demand for our platform or products; changes in the interoperability of our platform across devices, operating systems, and third-party applications that we do no control; competition in our markets; our ability to respond to rapid technological changes, extend our platform, develop new features or products, or gain market acceptance for such new features or products, particularly in light of potential disruptions to the productivity of our employees resulting from remote work; our ability to manage our growth or plan for future growth, and our acquisition of other businesses and the potential of such acquisitions to require significant management attention, disrupt our business, or dilute stockholder value; the volatility of the market price of our common stock; the ability to maintain our listing on the NASDAQ Capital Market; or our ability to maintain an effective system of internal controls as well as other risks described in our filings with the Securities and Exchange Commission. Any of such risks could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. We urge readers to review carefully the risk factors described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, as well as in the other documents that we file with the Securities and Exchange Commission.

This section should be read in combination with the accompanying unaudited condensed consolidated financial statements and related notes prepared in accordance with United States generally accepted accounting principles.

Overview

Bridgeline Digital is a marketing technology software company that helps companies grow online revenue and share information with customers, partners and employees.

Bridgeline’s Unbound platform is a Digital Experience Platform that includes Web Content Management, eCommerce, eMarketing, Social Media management, and Web Analytics.

Our Unbound Franchise product empowers large franchises, brand networks, and other multi-unit organizations to manage a large hierarchy of digital properties at scale.

OrchestraCMS is the only content and digital experience platform built 100% native on Salesforce and helps customers create websites and intranets for their customers, partners, and employees; uniquely combining content with business data, processes and applications across any channel or device, including Salesforce Communities, social media, portals, intranets, websites, applications and services.

Woorank SRL (“Woorank”) is a Search Engine Optimization (“SEO”) audit tool that generates an instant audit of a site’s technical, on-page and off-page SEO. Woorank’s clear, actionable insights help companies increase their search ranking, website traffic, audience engagement, conversion, and customer retention rates.

All of Bridgeline’s software is available through a cloud-based software as a service (“SaaS”) model, whose flexible architecture provides customers hosting and support. Additionally, Unbound and Hawk Search are available via a traditional perpetual licensing business model, in which the software resides on a dedicated infrastructure in either the customer’s facility, or manage-hosted by Bridgeline via a cloud-based hosted services model.

Bridgeline Digital was incorporated under the laws of the State of Delaware on August 28, 2000.

Locations

The Company has four wholly-owned subsidiaries: Bridgeline Digital Pvt. Ltd., located in Bangalore, India; Bridgeline Digital Canada, Inc., located in Ontario, Canada; Hawk Search Inc. located in Illinois, United States; and Bridgeline Digital Belgium BV, located in Brussels, Belgium.

Acquisitions

Bridgeline will continue to evaluate expanding its suite of products and its interactive development capabilities through strategic acquisitions. We may make additional acquisitions in the foreseeable future. These potential acquisitions will be consistent with our growth strategy by providing Bridgeline with new geographical distribution opportunities, an expanded customer base, an expanded sales force and an expanded developer force. In addition, integrating acquired companies into our existing operations allows us to consolidate the finance, human resources, legal, marketing, and research and development of the acquired businesses with our own internal resources. This integration may reduce the aggregate of such expenses for the combined businesses and similarly improve operating results.

On March 1, 2021, the Company, pursuant to a Share Purchase Agreement (the “Woorank Purchase Agreement”), acquired all of the issued and outstanding shares of Woorank SRL (“Woorank”), an entity located in Belgium. The total purchase price of approximately $2.4 million consisted of (1) $285 thousand in cash paid at closing or in close proximity to closing, (2) $376 thousand of deferred cash payable in installments post-closing, (3) a $352 thousand seller note issued to one of the selling shareholders, and (4) amounts payable to one selling shareholder as consideration for assistance with certain matters related to the acquisition for a period of one year from the closing date of the acquisition. On the closing date, the Company issued 29,433 shares of its common stock, with an aggregate issuance date fair value of $99 thousand for a portion of the purchase price. The Woorank Purchase Agreement also provides for additional consideration, in the event of achievement of certain revenue targets and operational goals, to the selling shareholders. The fair value of contingent consideration was $1.3 million and $0.0 million on the acquisition date and June 30, 2022, respectively.

On May 28, 2021, the Company, pursuant to a Share Purchase Agreement (the “Hawk Purchase Agreement”), acquired all of the issued and outstanding shares of Hawk Search, Inc., an Illinois corporation (“Hawk Search”). The total purchase price of approximately $9.9 million consisted of (1) $4.8 million initial cash payment at closing, (2) an issuance of 1,500 shares of the Company’s newly designated Series D Preferred Stock with an aggregate issuance date fair value of $930 thousand, and (3) $2.0 million deferred cash (payable on or before December 31, 2021). The Hawk Purchase Agreement also provides for additional consideration, in the event of achievement of certain revenue targets, to the selling shareholders as an additional earn-out, payable in two installments, as amended and as follows: (i) on or before July 1, 2022, the aggregate sum of $1,779 thousand (which was paid on July 1, 2022); and (ii) on or before October 3, 2022, the aggregate sum of $250 thousand, as included within the Amendment to the Stock Purchase Agreement, dated June 15, 2022.

Customer Information

For the three months ended June 30, 2022 and 2021, no customer exceeded 10% of the Company’s revenue and for the nine months ended June 30, 2022 and 2021, no customer exceeded 10% of the Company’s total revenue.

Results of Operations for the Three and Nine Months Ended June 30, 2022 compared to the Three and Nine Months Ended June 30, 2021

Total revenue for the three months ended June 30, 2022 was $4.2 million and $3.4 million for the three months ended June 30, 2021. We had net income of $0.4 million and a net loss of ($3.6) million for the three months ended June 30, 2022 and 2021, respectively. Included in net income (loss) for the three months ended June 30, 2022 and 2021 was a gain/(loss) of $0.8 million and ($4.2) million, respectively, as a result of the change in fair value of certain warrant liabilities. Basic and diluted net income (loss) per share attributable to common shareholders was $0.04 and $(0.61) for the three months ended June 30, 2022 and 2021, respectively.

Total revenue for the nine months ended June 30, 2022 was $12.6 million and $9.2 million for the nine months ended June 30, 2021. We had net income of $2.6 million for the nine months ended June 30, 2022 and a net loss of ($5.3) million for the nine months ended June 30, 2021. Included in net income for the nine months ended June 30, 2022 was a gain of $3.7 million as a result of the change in fair value of certain warrant liabilities. Included in the net loss for the nine months ended June 30, 2021 was a loss of ($6.0) million as a result of the change in fair value of certain warrant liabilities. Basic net income (loss) per share attributable to common shareholders was $0.26 and ($1.04) for the nine months ended June 30, 2022 and 2021, respectively. Diluted net income (loss) per share attributable to common shareholders was $0.25 and ($1.04) for the nine months ended June 30, 2022 and 2021, respectively.

(in thousands)	Three Months Ended June 30,												Nine Months Ended June 30,
							$			%									$			%
Revenue	2022			2021			Change			Change			2022			2021			Change			Change
Digital engagement services	$	812		$	821		$	(9	)		(1	%)	$	2,492		$	2,543			(51	)		(2	%)
% of total net revenue		19	%		24	%								20	%		28	%
Subscription and perpetual licenses		3,394			2,624			770			29	%		10,117			6,612			3,505			53	%
% of total net revenue		81	%		76	%								80	%		72	%
Total net revenue		4,206			3,445			761			22	%		12,609			9,155			3,454			38	%

Cost of revenue
Digital engagement services		436			449			(13	)		(3	%)		1,353			1,297			56			4	%
% of digital engagement services revenue		54	%		55	%								54	%		51	%
Subscription and perpetual licenses		835			744			91			12	%		2,532			1,919			613			32	%
% of subscription and perpetual revenue		25	%		28	%								25	%		29	%
Total cost of revenue		1,271			1,193			78			7	%		3,885			3,216			669			21	%
Gross profit		2,935			2,252			683			30	%		8,724			5,939			2,785			47	%
Gross profit margin		70	%		65	%								69	%		65	%

Operating expenses
Sales and marketing		1,382			760			622			82	%		3,880			1,729			2,151			124	%
% of total revenue		33	%		22	%								31	%		19	%
General and administrative		812			608			204			34	%		2,460			1,681			779			46	%
% of total revenue		19	%		18	%								20	%		18	%
Research and development		771			625			146			23	%		2,495			1,453			1,042			72	%
% of total revenue		18	%		18	%								20	%		16	%
Depreciation and amortization		373			306			67			22	%		1,213			777			436			56	%
% of total revenue		9	%		9	%								10	%		8	%
Restructuring and acquisition related expenses		-			568			(568	)		(100	)%		164			862			(698	)		(81	)%
% of total revenue		0	%		16	%								1	%		9	%
Total operating expenses		3,338			2,867			471			16	%		10,212			6,502			3,710			57	%

Loss from operations		(403	)		(615	)		212			(34	)%		(1,488	)		(563	)		(925	)		164	%
Change in fair value of contingent consideration, interest income (expense), and other, net		(8	)		(9	)		1			(11	)%		427			(7	)		434			(6,157	)%
Government grant income		-			-			-			0	%		-			88			(88	)		(100	)%
Change in fair value of warrant liabilities		818			(4,161	)		4,979			(120	)%		3,693			(6,020	)		9,713			(161	)%
Income (loss) before income taxes		407			(4,785	)		5,192			(109	)%		2,632			(6,502	)		9,134			(140	)%
Provision for (benefit from) income taxes		4			(1,176	)		1,180			(100	)%		12			(1,175	)		1,187			(101	)%
Net income (loss)	$	403		$	(3,609	)	$	4,012			(111	)%	$	2,620		$	(5,327	)	$	7,947			(149	)%
Non-GAAP Measure:
Adjusted EBITDA	$	63		$	302		$	(239	)		(79	)%	$	97			1,209		$	(1,112	)		(92	)%

Revenue

Our revenue is derived from two sources: (i) digital engagement services and (ii) subscription and perpetual licenses.

Digital Engagement Services

Digital engagement services revenue is comprised of Bridgeline Unbound implementation, Hawk Search Inc. and retainer-related services. Digital engagement services decreased $9 thousand, or 1%, to $0.8 million for the three months ended June 30, 2022 compared to $0.8 million for the three months ended June 30, 2021 and decreased $51 thousand, or 2%, to $2.5 million for the nine months ended June 30, 2022 compared to $2.5 million for the nine months ended June 30, 2021. Digital engagement services revenue as a percentage of total revenue decreased to 19% from 24% for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 and decreased to 20% from 28% for the nine months ended June 30, 2022 compared to the nine months ended June 30, 2021. The decrease as a percentage of total revenue is attributable to the increase in subscription and perpetual licenses, including additional revenue related to the fiscal 2021 business acquisitions.

Subscription and Perpetual Licenses

Revenue from subscription (SaaS) and perpetual licenses increased $0.8 million, or 29%, to $3.4 million for the three months ended June 30, 2022 compared to $2.6 million for the three months ended June 30, 2021 and increased $3.5 million or 53%, to $10.1 million for the nine months ended June 30, 2022 compared to $6.6 million for the nine months ended June 30, 2021. The increase for the three and nine months ended June 30, 2022 compared to the prior period is primarily due to an increase in subscriptions and perpetual licenses, including renewals, and the inclusion of revenue from the fiscal 2021 business acquisitions. Subscription and perpetual license revenue as a percentage of total revenue increased to 81% from 76% for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 and increased to 80% from 72% for the nine months ended June 30, 2022 compared to the nine months ended June 30, 2021. The increase as a percentage of total revenue is attributable to the increase in subscriptions and perpetual licenses, including renewals and additional of revenue related to the fiscal 2021 business acquisitions.

Cost of Revenue

Total cost of revenue increased $0.1 million, or 7%, to $1.3 million for the three months ended June 30, 2022 compared to $1.2 million for the three months ended June 30, 2021 and increased $0.7 million, or 21%, to $3.9 million for the nine months ended June 30, 2022 compared to $3.2 million for the nine months ended June 30, 2021. The gross profit margin increased to 70% for the three months ended June 30, 2022 compared to 65% for the three months ended June 30, 2021 and increased to 69% for the nine months ended June 30, 2022 compared to 65% for the nine months ended June 30, 2021. The increase in the gross profit margin for the three and nine months ended June 30, 2022 compared to the prior period is primarily attributable to the increase in the proportion of license revenue, which is generally associated with higher margins, to digital engagement service revenue.

Cost of Digital Engagement Services

Cost of digital engagement services of $0.4 million for the three months ended June 30, 2022 was consistent with the $0.4 million for the three months ended June 30, 2021 and increased $0.1 million, or 4%, to $1.4 million for the nine months ended June 30, 2022 compared to $1.3 million for the nine months ended June 30, 2021. The decrease for the three months ended June 30, 2022 compared to the prior period is primarily due to lower revenue and the increase for the nine months ended June 30, 2022 compared to the prior period is primarily due to additional personnel costs, including from the fiscal 2021 business acquisitions. The cost of digital engagement services as a percentage of digital engagement decreased to 54% for the three months ended June 30, 2022 compared to 55% for the three months ended June 30, 2021 and increased to 54% for the nine months ended June 30, 2022 compared to 51% for the nine months ended June 30, 2021. The increases as a percentage of revenues for the nine months ended June 30, 2022 compared to the prior periods is primarily due to the decrease in digital engagement services revenue and additional personnel costs.

Cost of Subscription and Perpetual License

Cost of subscription and perpetual licenses increased $0.1 million, or 12%, to $0.8 million for the three months ended June 30, 2022 compared to $0.7 million for the three months ended June 30, 2021 and increased $0.6 million, or 32%, to $2.5 million for the nine months ended June 30, 2022 compared to $1.9 million for the nine months ended June 30, 2021. The cost of subscription and perpetual licenses as a percentage of subscription and perpetual license revenue decreased to 25% for the three months ended June 30, 2022 compared to 28% for the three months ended June 30, 2022 and decreased to 25% for the nine months ended June 30, 2022 compared to 29% for the nine months ended June 30, 2022. The decreases for the three and nine months ended June 30, 2022 compared to the prior period is primarily due to overall increases in subscription and perpetual license revenue.

Operating Expenses

Sales and Marketing Expenses

Sales and marketing expenses increased $0.6 million, or 82%, to $1.4 million for the three months ended June 30, 2022 compared to $0.8 million for the three months ended June 30, 2021 and increased $2.2 million, or 124%, to $3.9 million for the nine months ended June 30, 2022 compared to $1.7 million for the nine months ended June 30, 2021. Sales and marketing expenses represented 33% and 22% of total revenue for the three months ended June 30, 2022 and 2021, respectively, and 31% and 19% of total revenue for the nine months ended June 30, 2022 and 2021, respectively. The increase for the three and nine months ended June 30, 2022 compared to the prior periods is attributable to higher personnel costs and additional sales and marketing costs, including such additional costs related to the fiscal 2021 business acquisitions.

General and Administrative Expenses

General and administrative expenses increased $0.2 million, or 34%, to $0.8 million for the three months ended June 30, 2022 compared to $0.6 million for the three months ended June 30, 2021 and increased $0.8 million, or 46%, to $2.5 million for the nine months ended June 30, 2022 compared to $1.7 million for the nine months ended June 30, 2021. General and administrative expenses represented 19% and 18% of total revenue for the three months ended June 30, 2022 and 2021, respectively, and 20% and 18% of total revenue for the nine months ended June 30, 2022 and 2021, respectively. The increase in expense was due to additional costs related to the fiscal 2021 business acquisitions.

Research and Development

Research and development expense increased $0.1 million, or 23%, to $0.8 million for the three months ended June 30, 2022 compared to $0.6 million for the three months ended June 30, 2021 and increased $1.0 million, or 72%, to $2.5 million for the nine months ended June 30, 2022 compared to $1.5 million for the nine months ended June 30, 2021. Research and development expenses represented 18% total revenue for each of the three months ended June 30, 2022 and 2021, and 20% and 16% of total revenue for the nine months ended June 30, 2022 and 2021, respectively. These increases for the three and nine months ended June 30, 2022 are primarily attributable to personnel and other additional costs related to the fiscal 2021 business acquisitions.

Depreciation and Amortization

Depreciation and amortization expense increased $0.1 million, or 22%, to $0.4 million for the three months ended June 30, 2022 compared to $0.3 million for the three months ended June 30, 2021 and increased $0.4 million, or 56%, to $1.2 million for the nine months ended June 30, 2022 compared to $0.8 million for the nine months ended June 30, 2021. Depreciation and amortization expense represented 9% of total revenue for each of the three months ended June 30, 2022 and 2021. Depreciation and amortization expense represented 10% and 8% of total revenue for the nine months ended June 30, 2022 and 2021, respectively. These increases are primarily due to amortization of intangible assets resulting from the 2021 business acquisitions.

Restructuring and Acquisition-Related Expenses

During the three months ended June 30, 2022, the Company did not incur any restructuring and acquisition-related expenses. During the nine months ended June 30, 2022, the Company incurred acquisition-related expenses of $0.2 million. During the three and nine months ended June 30, 2022, expenses incurred were related to further acquisition integrations. During the three and nine months ended June 30, 2021, in connection with the acquisition of a business completed during the fiscal 2021 second quarter, the Company incurred acquisition expenses of $0.6 million during the three months ended June 30, 2021 and $0.9 million during the nine months ended June 30, 2021. Acquisition-related expenses represented 1% of total revenue for the nine months ended June 30, 2022, and represented 16% and 9% of total revenue for the three and nine months ended June 30, 2021, respectively.

Income (loss) from Operations

The loss from operations was ($0.4) million for the three months ended June 30, 2022 compared to ($0.6) million for the three months ended June 30, 2021. The loss from operations was ($1.5) million for the nine months ended June 30, 2022 compared to a loss from operations of ($0.6) million for the nine months ended June 30, 2021. Operating expenses increased $0.5 million, or 16%, to $3.3 million for the three months ended June 30, 2022 compared to $2.9 million for the three months ended June 30, 2021 and increased $3.7 million, or 57%, to $10.2 million for the nine months ended June 30, 2022 compared to $6.5 million for the nine months ended June 30, 2021. The increases for the three and nine months ended June 30, 2022 compared to the prior period were primarily due to additional costs related to the acquisition of businesses in fiscal 2021.

Change in fair value of contingent consideration; Interest income (expense) and other, net; Government grant income; Change in fair value of warrant liabilities

The Company recognized a gain related to the change in fair value of warrant liabilities of $0.8 million for the three months ended June 30, 2022 compared to a loss of ($4.2) million for the three months ended June 30, 2021. The Company recognized a gain of $3.7 million for the nine months ended June 30, 2022 compared to a loss of ($6.0) million for the nine months ended June 30, 2021 related to the change in fair value of warrant liabilities.

During the three and nine months ended June 30, 2022, the change in fair value of contingent consideration and interest income (expense) and other net, was ($8) thousand and $0.4 million, respectively. During the three and nine months ended June 30, 2021, contingent consideration and interest income (expense) and other net, was ($9) thousand and ($7) thousand, respectively.

During the nine months ended June 30, 2021, the Company recognized government grant income of $88 thousand associated with proceeds received under the Paycheck Protection Program deemed probable to be forgiven based on the actual expenditures for qualified expenses during the period. As of the first quarter of fiscal 2021, the Company expended all loan proceeds on qualified expenses incurred during the period. The Company applied for full PPP Loan forgiveness on March 29, 2021 and received approval from the Small Business Administration in August 2021. During the first quarter of fiscal 2021, the remaining loan proceeds were expended on qualified expenses and as a result, the Company recognized $88 thousand as government grant income.

Income Taxes

The provision for income tax expense was $4 thousand and $12 thousand for the three and nine months ended June 30, 2022, respectively, and a benefit of ($1.2) million for the three and nine months ended June 30, 2021, respectively. Income tax expense represents the estimated liability for federal and state income taxes owed. We have net operating loss carryforwards and other deferred tax benefits that are available to offset any potential taxable income.

During the year ended June 30, 2021, the acquisition of Hawk Search, Inc. (see Note 14) resulted in the recognition of deferred tax liabilities of approximately $1.2 million, related to intangible assets. Prior to the business combination, the Company had a full valuation allowance on its net deferred tax assets. The deferred tax liabilities generated from the business combination netted against the Company’s pre-existing deferred tax assets. Consequently, the impact of such resulted in the release of $1.2 million of the pre-existing valuation allowance against the deferred tax assets and corresponding deferred tax benefit recognized during the three and nine months ended June 30, 2021.

Adjusted EBITDA

We also measure our performance based on a non-GAAP (“Generally Accepted Accounting Principles”) measurement of earnings before interest, taxes, depreciation, amortization, stock-based compensation expense, impairment of goodwill and intangible assets, non-cash warrant related expenses, other income and expenses, change in fair value of derivative instruments, change in fair value of contingent consideration, and restructuring and acquisition related charges (“Adjusted EBITDA”).

We believe this non-GAAP financial measure of Adjusted EBITDA is useful to management and investors in evaluating our operating performance for the periods presented and provides a tool for evaluating our ongoing operations.

Adjusted EBITDA, however, is not a measure of operating performance under accounting principles generally accepted in the United States of America (“U.S. GAAP”) and should not be considered as an alternative or substitute for U.S. GAAP profitability measures such as (i) income from operations and net income, or (ii) cash flows from operating, investing and financing activities, both as determined in accordance with U.S. GAAP. Adjusted EBITDA as an operating performance measure has material limitations because it excludes the financial statement impact of net interest expense, income taxes, depreciation, amortization of intangibles, stock-based compensation, goodwill impairment, changes in fair value of warrant liabilities, loss on disposal of assets, other amortization, changes in fair value of contingent consideration and restructuring charges, acquisition related expenses, and therefore does not represent an accurate measure of profitability. As a result, Adjusted EBITDA should be evaluated in conjunction with net income (loss) for a complete analysis of our profitability, as net income (loss) includes the financial statement impact of these items and is the most directly comparable U.S. GAAP operating performance measure to Adjusted EBITDA. Our definition of Adjusted EBITDA may also differ from and therefore may not be comparable with similarly titled measures used by other companies, thereby limiting its usefulness as a comparative measure. Because of the limitations that Adjusted EBITDA has as an analytical tool, investors should not consider it in isolation, or as a substitute for analysis of our operating results as reported under U.S. GAAP.

The following table reconciles net income (loss) (which is the most directly comparable U.S. GAAP operating performance measure) to Adjusted EBITDA (in thousands):

	Three Months Ended June 30,						Nine Months Ended June 30,
	2022			2021			2022			2021
Net income (loss)	$	403		$	(3,609	)	$	2,620		$	(5,327	)
Provision for income tax		4			(1,176	)		12			(1,175	)
Change in fair value of contingent consideration and interest expense, net		(148	)		9			(583	)		7
Government grant income		-			-			-			(88	)
Change in fair value of warrants		(818	)		4,161			(3,693	)		6,020
Amortization of intangible assets		354			285			1,151			726
Depreciation and other amortization		19			21			62			51
Restructuring and acquisition related charges		-			568			164			862
Stock-based compensation		249			43			364			133
Adjusted EBITDA	$	63		$	302		$	97		$	1,209

Adjusted EBITDA decreased in both the three and nine months ended June 30, 2022 compared to June 30, 2021, which is primarily attributable to additional costs related to the fiscal 2021 business acquisitions as well as additional sales and marketing spend.

Liquidity and Capital Resources

Cash Flows

Operating Activities

Cash used in operating activities was ($1.0) million for the nine months ended June 30, 2022, compared to cash provided by operating activities of $0.3 million for the nine months ended June 30, 2021. The change in cash provided by operating activities, compared to the prior period, was primarily due to changes in accounts receivable and deferred revenue.

Investing Activities

Cash used in investing activities was ($0.2) million for the nine months ended June 30, 2022, related primarily to software development capitalized costs and purchases of property and equipment. Cash used in investing activities was ($4.4) million for the nine months ended June 30, 2021, related primarily to cash used in connection with the fiscal 2021 business acquisitions.

Financing Activities

Cash used in financing activities was ($3.7) million for the nine months ended June 30, 2022, primarily related to deferred purchase price and contingent consideration payments related to acquisitions completed during fiscal 2021. Cash provided by financing activities for the nine months ended June 30, 2021 was primarily attributable to cash proceeds of approximately $8.5 million, related to the issuance of common stock, Series D convertible preferred stock and stock and warrant exercises partially offset by re-payments of long-term debt assumed in connection with the fiscal 2021 business acquisitions.

Capital Resources and Liquidity Outlook

In connection with an acquisition of a business completed during the 2021 fiscal year third quarter (Hawk Search), the Company recognized a contingent consideration obligation with a current carrying value of $2.0 million which is payable in two payments in July 2022 and October 2022.

In connection with an acquisition of a business completed during the 2021 fiscal year second quarter (Woorank), the Company assumed the outstanding long-term debt obligations of which approximately $1.2 million remains outstanding at June 30, 2022 with $0.4 million payable over the next twelve months.

The Company has historically incurred operating losses and used cash on hand and from financing activities to fund operations as well as develop new products. The Company believes that future revenues and cash flows will supplement its working capital and it has an appropriate cost structure to support future revenue growth.

The Company may offer and sell, from time to time, in one or more offerings, up to $50 million of its debt or equity securities, or any combination thereof. Such securities offerings may be made pursuant to the Company’s currently effective registration statement on Form S-3 (File No. 333-262764), which was initially filed with the Securities and Exchange Commission on February 16, 2022, and declared effective on March 4, 2022 (the “Shelf Registration”). A complete description of the types of securities that the Company may sell is described in the Preliminary Prospectus contained in the Shelf Registration. As of the date of the filing of this Quarterly Report, there are no active offerings for the sale or obligations to purchase any of the Company’s securities pursuant to the Shelf Registration. There can be no assurances that the Company will offer any securities for sale or that if the Company does offer any securities that it will be successful in selling any portion of the securities offered on a timely basis if at all, or on terms acceptable to us. Further, our ability to offer or sell such securities may be limited by rules of the NASDAQ Capital Market.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements, financings or other relationships with unconsolidated entities or other persons.

Contractual Obligations

We lease all of our office locations. The gross obligations for operating leases and subleases is $0.4 million and $0.2 million, respectively, of which $37 thousand and $25 thousand is expected in the next twelve months. Debt payments on the Company’s various debt obligations total $1.2 million of which $0.4 million is expected to be paid in the next twelve months. In connection with an acquisition of a business completed in the Company’s 2021 fiscal year, contingent consideration obligations total $2.0 million, which are expected to be paid in the next four months.

Critical Accounting Policies

These critical accounting policies and estimates by our management were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and should be read in conjunction with Note 2 Summary of Significant Accounting Policies to the Consolidated Financial Statements of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2021.

The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. We regularly make estimates and assumptions that affect the reported amounts of assets and liabilities. The most significant estimates included in our financial statements are the valuation of accounts receivable and long-term assets, including intangibles, goodwill and deferred tax assets, stock-based compensation, amounts of revenue to be recognized on service contracts in progress, unbilled receivables, and deferred revenue. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

We consider the following accounting policies to be both those most important to the portrayal of our financial condition and those that require the most subjective judgment:

	●	Revenue recognition;

	●	Allowance for doubtful accounts;

	●	Accounting for goodwill and other intangible assets;

	●	Accounting for business combinations; and

	●	Accounting for stock-based compensation.

Revenue Recognition

The Company derives its revenue from two sources: (i) Software Licenses, which are comprised of subscription fees ("SaaS"), perpetual software licenses, and maintenance for post-customer support (“PCS”) on perpetual licenses, and (ii) Digital Engagement Services, which are professional services to implement our products such as web development, digital strategy, information architecture and usability engineering, and search. Customers who license the software on a subscription basis, which can be described as “Software as a Service” or “SaaS”, do not take possession of the software.

Revenue is recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. If the consideration promised in a contract includes a variable amount, for example, overage fees, contingent fees or service level penalties, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company’s subscription service arrangements are non-cancelable and do not contain refund-type provisions. Revenue is reported net of applicable sales and use tax.

The Company recognizes revenue from contracts with customers using the following five-step model,

	•	Identify the customer contract;
	•	Identify performance obligations that are distinct;
	•	Determine the transaction price;
	•	Allocate the transaction price to the distinct performance obligations; and
	•	Recognize revenue as the performance obligations are satisfied.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts, which represents estimated losses resulting from the inability, failure or refusal of our clients to make required payments.

We analyze historical percentages of uncollectible accounts and changes in payment history when evaluating the adequacy of the allowance for doubtful accounts. We use an internal collection effort, which may include our sales and services groups as we deem appropriate. Although we believe that our allowances are adequate, if the financial condition of our clients deteriorates, resulting in an impairment of their ability to make payments, or if we underestimate the allowances required, additional allowances may be necessary, resulting in increased expense in the period in which such determination is made.

Accounting for Goodwill and Intangible Assets

Goodwill is tested for impairment annually during the fourth quarter of every year and more frequently if events and circumstances indicate that the asset might be impaired. The purpose of an impairment test is to identify any potential impairment by comparing the carrying value of a reporting unit including goodwill to its fair value. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

Factors that could lead to a future impairment include material uncertainties such as operational, economic and competitive factors specific to the key assumptions underlying the fair value estimate we use in our impairment testing that have reasonable possibility of changing. This could include a significant reduction in projected revenues, a deterioration of projected financial performance, future acquisitions and/or mergers, and a decline in our market value as a result of a significant decline in our stock price.

Accounting for Business Combinations

The Company allocates the amount it pays for each acquisition to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets which arise from a contractual or legal right or are separable from goodwill. The Company bases the fair value of identifiable intangible assets acquired in a business combination on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company allocates any excess purchase price that exceeds the fair value of the net tangible and identifiable intangible assets acquired to goodwill. The use of alternative valuation assumptions, including estimated growth rates, cash flows and discounts rates and estimated useful lives could result in different purchase price allocations and amortization expense in current and future periods. Transaction costs associated with these acquisitions are expensed as incurred through restructuring and acquisition related expense on the consolidated statements of operations. In those circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments expected to be made as of the acquisition date. The Company re-measures this liability each reporting period and records changes in the fair value through income (loss) before income taxes within the consolidated statements of operations.

Accounting for Stock-Based Compensation

We maintain two stock-based compensation plans, one of which has expired but still contains vested stock options. The two plans are more fully described in Note 12 to the Consolidated Financial Statements of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2021.

The Company accounts for stock-based compensation awards in accordance with ASC 718 Compensation - Stock Topic of the Codification. Share-based payments (to the extent they are compensatory) are recognized in our Consolidated Statements of Operations based on their fair values.

We recognize stock-based compensation expense for share-based payments issued that are expected to vest on a straight-line basis over the service period of the award, which is generally three years. In determining whether an award is expected to vest, we use an estimated, forward-looking forfeiture rate based upon our historical forfeiture rate and reduce the expense over the recognition period. Estimated forfeiture rates are updated for actual forfeitures quarterly. We also consider, each quarter, whether there have been any significant changes in facts and circumstances that would affect our forfeiture rate. Although we estimate forfeitures based on historical experience, actual forfeitures in the future may differ. In addition, to the extent our actual forfeitures are different than our estimates, we record a true-up for the difference in the period that the awards vest, and such true-ups could materially affect our operating results.

We estimate the fair value of employee stock options using the Black-Scholes-Merton option valuation model. The fair value of an award is affected by our stock price on the date of grant as well as other assumptions, including the estimated volatility of our stock price over the term of the awards and the estimated period of time that we expect employees to hold their stock options. The risk-free interest rate assumption we use is based upon United States treasury interest rates appropriate for the expected life of the awards. We use the historical volatility of our publicly traded options in order to estimate future stock price trends. In order to determine the estimated period of time that we expect employees to hold their stock options, we use historical trends of employee turnovers. Our expected dividend rate is zero since we do not currently pay cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The aforementioned inputs entered into the option valuation model we use to fair value our stock awards are subjective estimates and changes to these estimates will cause the fair value of our stock awards and related stock-based compensation expense we record to vary.

We record deferred tax assets for stock-based awards that result in deductions on our income tax returns, based on the amount of stock-based compensation recognized and the statutory tax rate in the jurisdiction in which we will receive a tax deduction.

Item 3. Qualitative and Quantitative Disclosures About Market Risk.

Not required.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of June 30, 2022.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

PART II – OTHER INFORMATION

Item1.

Legal Proceedings.

From time to time we are subject to ordinary routine litigation and claims incidental to our business. We are not currently involved in any legal proceedings that we believe are material beyond those previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the Securities and Exchange Commission on December 20, 2021.

Item 1A.

Risk Factors.

There have been no material changes to the risk factors described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the Securities and Exchange Commission on December 20, 2021.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

There were no sales of unregistered equity securities in the nine months ended June 30, 2022.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

None.

Item 6.

Exhibits.

Exhibit No.		Description of Document

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q filed on May 15, 2013).

3.2		Certificate of Designations of the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on November 4, 2014).

3.3		Amended and Restated By-laws (incorporated by reference to Exhibit 3.1 to our current Report on Form 8-K filed on December 14, 2018).

3.4		Certificate of Designations of the Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on October 19, 2018).

3.5		Amendment to the Amended and Restated By-laws (incorporated by reference to Exhibit 3.1 to our current Report on Form 8-K filed on September 20, 2021).

3.6		Certificate of Designation of Preferences, Rights and Limitations of the Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 14, 2021).

10.1		Amendment to Stock Purchase Agreement, among Bridgeline Digital, Inc., Svanaco, Inc., Svanawar, Inc., and Hawk Search Inc., dated June 15, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 22, 2022).

31.1*		Certification of Chief Executive Officer, pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer, pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer, pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Financial Officer, pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101.INS**		Inline XBRL Instance

101.SCH**		Inline XBRL Taxonomy Extension Schema

101.CAL**		Inline XBRL Taxonomy Extension Calculation

101.DEF**		Inline XBRL Taxonomy Extension Definition

101.LAB**		Inline XBRL Taxonomy Extension Labels

101.PRE**		Inline XBRL Taxonomy Extension Presentation

104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Bridgeline Digital, Inc.
		(Registrant)

August 11, 2022		/s/ Roger Kahn
Date		Roger Kahn President and Chief Executive Officer (Principal Executive Officer)

August 11, 2022		/s/ Thomas R. Windhausen
Date		Thomas R. Windhausen Chief Financial Officer (Principal Financial and Accounting Officer)