Bridgeline Digital, Inc. (Form: 8-K, Received: 12/22/2021 17:01:37)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 20, 2021

	BRIDGELINE DIGITAL, INC.
	(Exact Name of Registrant as Specified in Its Charter)

	Delaware
	(State or Other Jurisdiction of Incorporation)

001-33567		52-2263942
(Commission File Number)		(IRS Employer Identification No.)

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

	(781) 376-5555
	(Registrant’s Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre -commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre -commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BLIN	Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On December 20, 2021, Bridgeline Digital, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended September 30, 2021. A copy of that press release is attached hereto as Exhibit 99.1 (the “Press Release”).

The information in this Current Report, including the Press Release is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or deemed incorporated by reference in any filing by the Company under the Exchange Act, unless specifically identified as being incorporated therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description

99.1	Earnings Press Release dated December 20, 2021

104	Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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

	BRIDGELINE DIGITAL, INC.
	(Registrant)
Date: December 22, 2021

	By:	/s/ Thomas R. Windhausen
		Thomas R. Windhausen
		Chief Financial Officer

What:	Bridgeline Digital Fourth Quarter 2021 Earnings Call
When:	Monday, December 20, 2021
Time:	4:30 p.m. ET
Live Call:	(877) 837-3910, Domestic
	(973) 796-5077, International
Replay:	(855) 859-2056
	(404) 537-3406
Conference ID:	4392602

	September 30			September 30
	2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	8,852		$	861
Accounts receivable, net		1,370			665
Prepaid expenses		179			268
Other current assets		17			111
Total current assets		10,418			1,905
Property and equipment, net		252			238
Operating lease assets		481			294
Intangible assets, net		7,755			2,617
Goodwill		15,985			5,557
Other assets		76			49
Total assets	$	34,967		$	10,660


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current portion of long-term debt	$	732		$	-
Current portion of operating lease liabilities		161			96
Accounts payable		974			1,311
Accrued liabilities		908			599
Purchase price and contingent consideration payable, current portion		3,463			-
Paycheck Protection Program liability		-			88
Deferred revenue		2,097			1,511
Total current liabilities		8,335			3,605
Long-term debt, net of current portion		1,197			-
Operating lease liabilities, net of current portion		320			198
Purchase price and contingent consideration payable, net of current portion		2,360			-
Warrant liabilities		4,404			2,486
Other long-term liabilities		774			15
Total liabilities		17,390			6,304

Commitments and contingencies

Stockholders' equity:
Preferred stock - $0.001 par value; 1,000,000 shares authorized;
Series A Convertible Preferred stock: 264,000 shares authorized; no shares outstanding at September 30, 2021 and 2020		-			-
Series C Convertible Preferred stock: 11,000 shares authorized; 350 shares issued and outstanding at September 30, 2021 and 2020		-			-
Series D Convertible Preferred Stock: 4,200 shares authorized; no shares issued and oustanding at September 30, 2021 and 2020		-			-
Common stock - $0.001 par value; 50,000,000 shares authorized; 10,187,128 shares at September 30, 2021 and 4,420,170 shares at September 30, 2020, issued and outstanding		10			4
Additional paid-in-capital		100,207			78,316
Accumulated deficit		(82,287	)		(73,583	)
Accumulated other comprehensive loss		(353	)		(381	)
Total stockholders' equity		17,577			4,356
Total liabilities and stockholders' equity	$	34,967		$	10,660

	Three Months Ended						Twelve Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Net revenue:
Digital engagement services	$	753		$	701		$	3,296		$	3,409
Subscription and perpetual licenses		3,351			2,004			9,963			7,498
Total net revenue		4,104			2,705			13,259			10,907

Cost of revenue:
Digital engagement services		472			399			1,743			1,831
Subscription and perpetual licenses		844			486			2,790			2,676
Total cost of revenue		1,316			885			4,533			4,507
Gross profit		2,788			1,820			8,726			6,400

Operating expenses:
Sales and marketing		997			484			2,726			2,614
General and administrative		678			519			2,359			2,455
Research and development		934			423			2,387			1,641
Depreciation and amortization		425			237			1,202			968
Restructuring and acquisition related expenses		373			(7	)		1,235			366
Total operating expenses		3,407			1,656			9,909			8,044
Income (loss) from operations		(619	)		164			(1,183	)		(1,644	)
Interest expense and other, net		(876	)		(4	)		(883	)		(7	)
Government grant income		-			960			88			960
Change in fair value of warrant liabilities		135			(50	)		(5,885	)		1,028
Income (loss) before income taxes		(1,360	)		1,070			(7,863	)		337
Provision for (benefit from) income taxes		1			2			(1,174	)		11
Net income (loss)	$	(1,361	)	$	1,068		$	(6,689	)	$	326
Dividends on Series A convertible preferred stock		-			-			-			(106	)
Deemed dividend on convertible preferred stock		(2,015	)		-			(2,015	)		(2,314	)
Net income (loss) attributable to common shareholders	$	(3,376	)	$	1,068		$	(8,704	)	$	(2,094	)
Net income (loss) per share attributable to common shareholders:
Basic	$	(0.40	)	$	0.28		$	(1.47	)	$	(0.59	)
Diluted	$	(0.40	)	$	0.21		$	(1.47	)	$	(0.59	)
Number of weighted average shares outstanding:
Basic		8,381,657			3,876,677			5,935,981			3,555,032
Diluted		8,381,657			5,165,438			5,935,981			3,555,032

	Three Months Ended						Twelve Months Ended
	September 30						September 30
	2021			2020			2021			2020
Reconciliation of GAAP net income (loss) to non-GAAP adjusted net income (loss):
GAAP net income (loss)	$	(1,361	)	$	1,068		$	(6,689	)	$	326
Amortization of intangible assets		404			213			1,130			891
Stock-based compensation		55			61			188			194
Restructuring and acquisition-related charges		373			(7	)		1,235			366
Non-GAAP adjusted net income/(loss)	$	(529	)	$	1,335		$	(4,136	)	$	1,777


Reconciliation of GAAP net earnings (loss) per diluted share to non-GAAP adjusted net earnings (loss) per diluted share:
GAAP net income (loss)	$	(0.16	)	$	0.21		$	(1.13	)	$	0.09
Amortization of intangible assets		0.05			0.04			0.19			0.25
Stock-based compensation		0.01			0.01			0.03			0.05
Restructuring and acquisition-related charges		0.04			(0.00	)		0.21			0.10
Non-GAAP adjusted net earnings/(loss) per diluted share	$	(0.06	)	$	0.26		$	(0.70	)	$	0.50

Reconciliation of GAAP net income (loss) to Adjusted EBITDA:
GAAP net income (loss)	$	(1,361	)	$	1,068		$	(6,689	)	$	326
Provision for (benefit from) income tax		1			2			(1,174	)		11
Interest and other expense, net		876			4			883			7
Government grant income		-			(960	)		(88	)		(960	)
Change in fair value of warrant liabilities		(135	)		50			5,885			(1,028	)
Amortization of intangible assets		404			213			1,130			891
Depreciation		32			21			70			61
Restructuring and acquisition-related charges		373			(7	)		1,235			366
Other amortization		(11	)		3			2			16
Stock-based compensation		55			61			188			194
Adjusted EBITDA	$	234		$	455		$	1,442		$	(116	)