false 0001378590 0001378590 2022-02-10 2022-02-10
 
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): February 10, 2022
 
 
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 February 10, 2022, Bridgeline Digital, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2022, which ended December 31, 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
   
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: February 11, 2022
     
       
 
By:
/s/ Thomas R. Windhausen
 
   
Thomas R. Windhausen
 
   
Chief Financial Officer
 
 
 

Exhibit 99.1

  LOGO.JPG

 

Bridgeline Announces Financial Results for the First Quarter of Fiscal 2022

 

First Quarter Total Revenue Increases 51% Versus Prior Year

Total Subscription and Licenses Revenue Increases 71% Versus Prior Year

 

 

Woburn, Mass., February 10, 2022 - Bridgeline Digital, Inc. (NASDAQ: BLIN), a provider of SaaS Marketing Technology, today announced financial results for its fiscal first quarter ended December 31, 2021.

 

“Our eCommerce360 strategy continues to drive growth and differentiate Bridgeline from other MarTech companies,” said Ari Kahn, Bridgeline's President and Chief Executive Officer. “Thanks to the acquisitions of WooRank and Hawksearch last year, we now have over 2,000 customers and many new products. These additions not only help us win new customers but also enable us to cross-sell products to our existing customer base.”

 

 

Financial Highlights First Quarter of Fiscal Year 2022:

 

Total revenue was $4.3 million, an increase of 51% from $2.8 million in the prior year period.

 

Subscription and licenses revenue was $3.4 million, an increase of 71% from $2.0 million in the prior year period.

 

Gross profit was $3.0 million, an increase of 60% from $1.9 million in the prior year period.

 

Gross margin increased to 70% compared to 66% in the prior year period.

 

 

Business Highlights:

 

Corporate Highlights: 

 

 

A Fortune 100 technology company purchased additional Hawksearch licenses and launched Hawksearch on its primary eCommerce site. The company will leverage the site search platform’s AI-powered capabilities to increase conversions through autocomplete, recommendations, and navigation.

 

 

Bridgeline signed a multi-year agreement with a sales intelligence company. The agreement allows the data provider to license Bridgeline’s DataBravo product to maximize new lead generation opportunities and acquire additional addressable market.

 

 

A leading New York medical system selected Bridgeline for their nationally renowned children’s hospital. The organization chose Bridgeline’s technology to support their website content on a breadth of specialties and programs, a robust health library, physician finder, clinical trials database, and much more.

 

 

 

Product Highlights: 

 

 

Bridgeline released the TruPresence software suite for multi-location businesses and franchises to grow online revenue.

 

 

Bridgeline upgraded more than 100 customers to its enhanced hosting infrastructure powered by Amazon Web Services.

 

 

Bridgeline released the Hawksearch Unbound connector that upgrades Elastic Search powered websites to Bridgeline’s AI-driven site search.

 

 

Partner Highlights: 

 

 

BigCommerce B2B Edition Site Search Connector for Hawksearch was released in the BigCommerce App & Integration Marketplace.

 

 

Optimizely’s first fully integrated third-party B2B Site Search Connector for Hawksearch was released in the Optimizely App Marketplace. Hawksearch partnered with Optimizely for a webinar speaking to over 100 Optimizely B2B customers.

 

 

Optimizely B2C Commerce and Content Connector was announced to be productized in partnership with Luminos Labs. The connector will create a seamless solution for Optimizely’s B2C customers to grow online revenue with Bridgeline’s AI-powered site search.

 

 

Financial Results - First Quarter of Fiscal Year 2022:

 

Total revenue, which is comprised of both Subscription and Licenses revenue and Services revenue, was $4.3 million for the quarter ended December 31, 2021, as compared to $2.8 million in the prior year period. License revenue grew by 71% and Services revenue grew by 4%.

 

 

Subscription and licenses revenue, which is comprised of SaaS licenses, maintenance and hosting revenue and perpetual license revenue, increased 71% to $3.4 million for the quarter ended December 31, 2021, from $2.0 million in the prior year period.

 

 

As a percentage of total revenue, Subscription and licenses revenue increased to 80% of total revenue for the quarter ended December 31, 2021, compared to 70% in the prior year period. The increase is driven by the acquisitions of Hawksearch and Woorank in fiscal year 2021, as well as our overall strategy for increasing recurring subscription revenue.

 

 

Services revenue increased 4% to $0.9 million for the quarter ended December 31, 2021, as compared to $0.8 million in the prior year period.

 

 

As a percentage of total revenue, Services revenue accounted for 20% of total revenue for the quarter ended December 31, 2021, compared to 30% in the prior year period.

 

Cost of revenue increased 34% or $0.3 million to $1.3 million for the quarter ended December 31, 2021, compared to $1.0 million in the prior year period.

 

Gross profit increased 60% or $1.1 million to $3.0 million for the quarter ended December 31, 2021, as compared to $1.9 million in the prior year period. Gross profit margin increased to 70% for the quarter ended December 31, 2021, compared to 66% in the prior year period.

 

 

Subscription and licenses gross margin were 76% for three months ended December 31, 2021, as compared to 71% in the prior year period.

 

 

 

 

Services gross margin were 48% for the three months ended December 31, 2021, as compared to 55% in the prior year period.

 

Operating expenses were $3.5 million for the quarter ended December 31, 2021, as compared to $1.7 million in the prior year period. The increase includes the operating expenses from last year's acquisitions.

 

Income (loss) from operations for the quarter ended December 31, 2021, was a loss of $0.5 million for the quarter ended December 31, 2021, as compared to income from operations of $0.2 million in the prior year period.

 

The change in fair value of our liability classified warrants resulted in non-cash income of $2.4 million, as compared to a $1.4 million non-cash loss in the prior year period. The change in our share price is the primary driver in the changes in fair value of the warrants.

 

Net income for the quarter ended December 31, 2021, was $1.9 million, or $0.18 cents a share for basic EPS, as compared to a net loss of $1.2 million, or a loss of $0.26 cents a share for basic EPS in the prior year period.

 

Adjusted EBITDA for the quarter ended December 31, 2021, was $0.1 million compared to $0.7 million in the prior year period.

 

 

 

Conference Call:

 

Bridgeline Digital, Inc. will hold a conference call today, February 10, 2022, at 4:30 p.m. Eastern Time to discuss these results. The Company's President and Chief Executive Officer, Ari Kahn and Chief Financial Officer, Thomas Windhausen will host the call, followed by a question-and-answer period.

 

 

The details of the conference call and replay are as follows:

 

What:

Bridgeline Digital First Quarter 2022 Earnings Call

When:

 Thursday, February 10, 2022

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:

4959211

 

 

 

 

Non-GAAP Financial Measures

 

This press release contains the following non-GAAP financial measures: non-GAAP adjusted net income/(loss), non-GAAP adjusted earnings/(loss) per diluted share, and Adjusted EBITDA.

 

Non-GAAP adjusted net income/(loss) and non-GAAP adjusted earnings/(loss) per diluted share are calculated as net income/(loss) or net income/(loss) per share on a diluted basis, excluding, where applicable, amortization of intangible assets, non-cash stock-based compensation, goodwill impairment charges, restructuring and acquisition-related costs, preferred stock dividends and any related tax effects.

 

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, non-cash stock-based compensation charges, goodwill impairment charges, restructuring and acquisition-related costs, changes in fair value of derivative liabilities and warrant income / expense, amortization of debt discounts, preferred stock dividends and any related tax effects. Bridgeline uses non-GAAP adjusted net income/(loss) and Adjusted EBITDA as supplemental measures of our performance that are not required by, or presented in accordance with, accounting principles accepted in the United States (“GAAP”).

 

Bridgeline’s management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, Bridgeline management presents non-GAAP financial measures in connection with GAAP results. Bridgeline urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which is included in this press release, and not to rely on any single financial measure to evaluate Bridgeline's financial performance.

 

Our definitions of non-GAAP adjusted net income/(loss) and Adjusted EBITDA may differ from and therefore may not be comparable with similarly titled measures used by other companies, thereby limiting their usefulness as comparative measures. As a result of the limitations that non-GAAP adjusted net income and Adjusted EBITDA have as an analytical tool, investors should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP.

 

 

 

 

Safe Harbor for Forward-Looking Statements

Statement under the Private Securities Litigation Reform Act of 1995

 

All statements included in this press release, 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 press release 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 after the date of this release, except as required by applicable law.

 

 

About Bridgeline Digital

 

Bridgeline helps companies grow online revenues by increasing their traffic, conversion rate, and average order value.  To learn more, please visit www.bridgeline.com or call (800) 603-9936.

 

 

Contact:

 

Bridgeline Digital, Inc.

Thomas Windhausen

Chief Financial Officer

twindhausen@bridgeline.com

 

 

 

BRIDGELINE DIGITAL, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(Unaudited)

 

ASSETS

               
   

December 31

   

September 30

 
   

2021

   

2021

 

Current assets:

               

Cash and cash equivalents

  $ 6,356     $ 8,852  

Accounts receivable, net

    1,262       1,370  

Prepaid expenses and other current assets

    397       196  

Total current assets

    8,015       10,418  

Property and equipment, net

    250       252  

Operating lease assets

    434       481  

Intangible assets, net

    7,354       7,755  

Goodwill

    15,985       15,985  

Other assets

    120       76  

Total assets

  $ 32,158     $ 34,967  
                 
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

Current liabilities:

               

Current portion of long-term debt

  $ 609     $ 732  

Current portion of operating lease liabilities

    151       161  

Accounts payable

    1,359       974  

Accrued liabilities

    1,061       908  

Current portion of purchase price and contingent consideration payable

    1,045       3,463  

Deferred revenue

    1,793       2,097  

Total current liabilities

    6,018       8,335  

Long-term debt, net of current portion

    1,133       1,197  

Operating lease liabilities, net of current portion

    283       320  

Purchase price and contingent consideration payable, net of current portion

    2,430       2,360  

Warrant liabilities

    1,963       4,404  

Other long-term liabilities

    778       774  

Total liabilities

    12,605       17,390  
                 

Commitments and contingencies

               
                 

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 December 31, 2021 and September 30, 2021

               

Series D Convertible Preferred stock: 4,200 shares authorized; no shares issued and outstanding at December 31, 2021 and September 30, 2021

    -       -  

Common stock - $0.001 par value; 50,000,000 shares authorized;

               

10,204,276 shares issued and outstanding at December 31, 2021 and 10,187,128 shares at September 30, 2021, issued and outstanding

    10       10  

Additional paid-in-capital

    100,270       100,207  

Accumulated deficit

    (80,415 )     (82,287 )

Accumulated other comprehensive loss

    (312 )     (353 )

Total stockholders' equity

    19,553       17,577  

Total liabilities and stockholders' equity

  $ 32,158     $ 34,967  

 

 

 

 

BRIDGELINE DIGITAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(Unaudited)

 

   

Three Months Ended

 
   

December 31,

 
   

2021

   

2020

 

Revenue:

               

Digital engagement services

  $ 869     $ 837  

Subscription and perpetual licenses

    3,417       1,999  

Total revenue

    4,286       2,836  
                 

Cost of revenue:

               

Digital engagement services

    451       374  

Subscription and perpetual licenses

    829       583  

Total cost of revenue

    1,280       957  

Gross profit

    3,006       1,879  
                 

Operating expenses:

               

Sales and marketing

    1,231       444  

General and administrative

    873       465  

Research and development

    859       349  

Depreciation and amortization

    424       232  

Restructuring and acquisition-related expenses

    98       210  

Total operating expenses

    3,485       1,700  

Income (loss) from operations

    (479 )     179  

Interest expense and other, net

    (87 )     94  

Change in fair value of warrant liabilities

    2,441       (1,441 )

Income (loss) before income taxes

    1,875       (1,168 )

Provision for income taxes

    3       (6 )

Net income (loss)

  $ 1,872     $ (1,162 )

Net income (loss) per share attributable to common shareholders:

         

Basic net income (loss) per share

  $ 0.18     $ (0.26 )

Diluted net income (loss) per share

  $ 0.06     $ (0.26 )

Number of weighted average shares outstanding:

               

Basic

    10,189,012       4,420,170  

Diluted

    10,625,617       4,420,170  

 

 

 

 

BRIDGELINE DIGITAL, INC.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(in thousands, except per share data)

 

   

Three Months Ended

 
   

December 31,

 
   

2021

   

2020

 

Reconciliation of GAAP net income/(loss) to non-GAAP adjusted net income/(loss):

               

GAAP net loss applicable to common shareholders

  $ 1,872     $ (1,162 )

Amortization of intangible assets

    401       218  

Change in fair value of warrants

    (2,441 )     1,441  

Stock-based compensation

    63       51  

Restructuring and acquisition-related charges

    98       210  

Non-GAAP adjusted net income/(loss)

  $ (7 )   $ 758  
                 
                 

Reconciliation of GAAP net earnings/(loss) per diluted share to non-GAAP adjusted net earnings/(loss) per diluted share:

               

GAAP net loss applicable to common shareholders

  $ 0.18     $ (0.26 )

Amortization of intangible assets

    0.04       0.05  

Change in fair value of warrants

    (0.23 )     0.33  

Stock-based compensation

    0.01       0.01  

Restructuring and acquisition-related charges

    0.01       0.05  

Non-GAAP adjusted net earnings/(loss) per diluted share

  $ (0.00 )   $ 0.17  
                 

Reconciliation of GAAP net income/(loss) to Adjusted EBITDA:

               

Net income (loss)

  $ 1,872     $ (1,162 )

Provision for (benefit from) income tax

    3       (6 )

Interest expense and other, net

    87       (94 )

Change in fair value of warrants

    (2,441 )     1,441  

Amortization of intangible assets

    401       218  

Depreciation and other amortization

    23       14  

Restructuring and acquisition-related charges

    98       210  

Stock-based compensation

    63       51  

Adjusted EBITDA

  $ 106     $ 672