WOBURN, Mass., Feb. 01, 2024 (GLOBE NEWSWIRE) -- Bridgeline Digital, Inc. (NASDAQ:BLIN), a provider of marketing technology software, announced today the launch of HawkSearch within Saviynt's customer support portal. Saviynt, a leader in cloud identity and access governance, has integrated HawkSearch to improve its internal site search capabilities. HawkSearch will bolster Saviynt's growth strategy with its AI-powered search, designed to offer a more personalized user experience. The integration includes a ...

WOBURN, Ma., Jan. 31, 2024 (GLOBE NEWSWIRE) -- Bridgeline Digital, Inc. (NASDAQ:BLIN), a provider of marketing technology software, announced today the expansion of its partnership with a national electrical distributor to implement Bridgeline's HawkSearch AI product into their eCommerce sites. The electrical distributor has committed to a total contract valued at over $875,000 to include HawkSearch's AI-powered Smart Search across hundreds of their eCommerce sites. The Smart Search implementation is aimed ...

WOBURN, Mass., Jan. 25, 2024 (GLOBE NEWSWIRE) -- Bridgeline Digital, Inc. (NASDAQ:BLIN), a marketing technology software company, announced today that Agri Supply, a retailer specializing in agricultural and farming products, has chosen Bridgeline's AI search product, HawkSearch, for its eCommerce site. Agri Supply has chosen HawkSearch to boost sales across their catalog of more than 25,000 products. HawkSearch's Smart Seach AI will analyze their catalog, brochures, and images to allow shoppers to find pro ...

WOBURN, Mass., Jan. 24, 2024 (GLOBE NEWSWIRE) -- Bridgeline Digital, Inc. (NASDAQ:BLIN), a marketing technology company, announced today that a leading building materials retailer has selected Bridgeline's AI-powered search technology, HawkSearch, to enhance their eCommerce site. The building materials retailer has selected HawkSearch to increase revenue by improving product discovery within their newly expanded catalog of over 5,000 products. The retailers' online catalog will become more user-friendly wit ...

WOBURN, Mass., Jan. 18, 2024 (GLOBE NEWSWIRE) -- Bridgeline Digital, Inc. (NASDAQ:BLIN), a marketing technology software company, announced that Trusted Choice, a national insurance agents and brokers association, selected Bridgeline's WooRank SEO Index to increase their membership and attract more customers for their members. The WooRank Index will enhance membership growth for Trusted Choice by offering a bird's-eye view of SEO performance across all associated member websites. With over 10,000 independen ...

WOBURN, Mass., Jan. 17, 2024 (GLOBE NEWSWIRE) -- Bridgeline Digital, Inc. (NASDAQ:BLIN), a leading marketing technology software company, announced today that Rainbow Resource Center, a top education retailer, has implemented Bridgeline's AI-powered search technology, HawkSearch, to power their eCommerce site. HawkSearch will enhance Rainbow Resource Center's growth strategy through its AI-powered search bar that offers a more personalized shopping experience. This technology is particularly effective for n ...

Bridgeline Digital, Inc. (NASDAQ:BLIN) Q4 2023 Earnings Conference Call December 27, 2023 4:30 PM ET Company Participants Thomas Windhausen - CFO Ari Kahn - President and CEO Conference Call Participants Howard Halpern - Taglich Brothers, LLC Operator Thank you for standing by, and welcome to Bridgeline Digital's Fourth Quarter 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question-and-answer session [Operator Instruc ...

PART I [Item 1. Business](index=3&type=section&id=Item%201.%20Business) Bridgeline Digital, Inc. is a marketing technology company providing cloud-based software products to help businesses increase online revenue - Bridgeline Digital is a marketing technology company focused on helping companies grow online revenue through a suite of products[150](index=150&type=chunk) - The company's software is primarily available through a **cloud-based Software as a Service (SaaS) model**, with some products also offered via perpetual licensing[133](index=133&type=chunk)[180](index=180&type=chunk) Key Product Offerings | Product | Description | | :--- | :--- | | **HawkSearch** | AI-powered site search, recommendation, and personalization software | | **Woorank** | SEO audit tool for analyzing and improving website performance | | **Unbound** | A comprehensive Digital Experience Platform (Web Content Management, eCommerce, etc.) | | **OrchestraCMS** | A digital experience platform built 100% native on Salesforce | | **TruPresence** | A web content management and eCommerce platform for multi-unit organizations and franchises | - As of September 30, 2023, the company employed approximately **55 full-time employees**, with 40 in the United States[112](index=112&type=chunk) - Research and development expenses were approximately **$3.7 million (23% of revenues)** in fiscal 2023, an increase from **$3.2 million (19% of revenues)** in fiscal 2022[166](index=166&type=chunk) [Item 1A. Risk Factors](index=10&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks, including a history of net losses and an accumulated deficit of approximately $90 million as of September 30, 2023 - The company has a history of net losses, incurring a net loss of approximately **$9.4 million** in fiscal 2023, and had an accumulated deficit of about **$90 million** as of September 30, 2023[196](index=196&type=chunk) - The company operates in a highly competitive market with low barriers to entry, facing competitors who may offer lower prices or have greater resources[107](index=107&type=chunk)[234](index=234&type=chunk) - There is a risk of stock price volatility and potential delisting from the Nasdaq Capital Market if the minimum closing bid price of **$1.00 per share** is not maintained[212](index=212&type=chunk) - The company relies on third-party cloud provider Amazon Web Services (AWS) for hosting, and any service disruption could harm the business[199](index=199&type=chunk)[231](index=231&type=chunk) - Security breaches pose a significant risk, potentially leading to loss of customer data, litigation, and damage to the company's reputation[115](index=115&type=chunk)[232](index=232&type=chunk) - Future growth may require additional financing, which may not be available on acceptable terms[106](index=106&type=chunk)[175](index=175&type=chunk) [Item 1B. Unresolved Staff Comments](index=19&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments - There are no unresolved staff comments[253](index=253&type=chunk) [Item 2. Properties](index=19&type=section&id=Item%202.%20Properties) The company leases all of its office locations, including its corporate headquarters in Woburn, Massachusetts, and other professional spaces internationally Office Locations (Leased) | Geographic Location | Description | | :--- | :--- | | Woburn, Massachusetts | Corporate Headquarters, Professional office space | | Woodbury, New York | Professional office space | | Rosemont, Illinois | Professional office space | | Atascadero, California | Professional office space | | Brussels, Belgium | Professional office space | | Ontario, Canada | PO Box | [Item 3. Legal Proceedings](index=19&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings, only routine litigation incidental to its business - As of the report date, the company is not involved in any material legal proceedings[222](index=222&type=chunk) [Item 4. Mine Safety Disclosures](index=19&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable[255](index=255&type=chunk) PART II [Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=20&type=section&id=Item%205.%20Market%20for%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under 'BLIN', with approximately 60 stockholders of record and no history or plans for cash dividends - Common stock is traded on the Nasdaq Capital Market under the symbol **"BLIN"**[257](index=257&type=chunk) - As of December 27, 2023, there were **10,417,609 shares** of common stock outstanding[146](index=146&type=chunk) - The company has never declared or paid cash dividends and does not plan to in the near future[278](index=278&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2023 saw a 6% revenue decline to $15.9 million and a significant operating loss of $9.9 million, primarily due to a $7.5 million goodwill impairment charge Fiscal Year 2023 vs 2022 Performance (in millions) | Metric | Fiscal 2023 | Fiscal 2022 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenue** | $15.9 | $16.8 | (6)% | | **Loss from Operations** | $(9.9) | $(1.9) | 423% | | **Net (Loss) Income** | $(9.4) | $2.1 | (540)% | | **Goodwill Impairment** | $7.5 | $0.0 | N/A | - The significant increase in operating loss was primarily due to a **$7.5 million** goodwill impairment charge recognized in fiscal 2023[288](index=288&type=chunk)[298](index=298&type=chunk) - Cash provided by operating activities was **$0.3 million** in fiscal 2023, compared to cash used of **$0.1 million** in fiscal 2022, mainly due to changes in non-cash items like goodwill impairment and warrant liability valuation[328](index=328&type=chunk) - The company has an effective shelf registration statement on Form S-3 to offer and sell up to **$50 million** of debt or equity securities, though no offerings are currently active[309](index=309&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=32&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements for fiscal years 2023 and 2022, including the independent auditor's report and notes detailing critical accounting policies - The independent auditor's report from PKF O'Connor Davies, LLP expresses an opinion that the financial statements are presented fairly in all material respects[353](index=353&type=chunk) - Critical Audit Matters identified were the valuation of Goodwill and Intangible Assets, and the valuation of Warrant Liabilities, due to the significant management judgment and complex estimates involved[356](index=356&type=chunk)[413](index=413&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Account | Sept 30, 2023 | Sept 30, 2022 | | :--- | :--- | :--- | | **Total Assets** | $17,631 | $27,513 | | **Goodwill, net** | $8,468 | $15,985 | | **Total Liabilities** | $6,171 | $7,161 | | **Total Stockholders' Equity** | $11,460 | $20,352 | Consolidated Statements of Operations Highlights (in thousands) | Account | Year Ended Sept 30, 2023 | Year Ended Sept 30, 2022 | | :--- | :--- | :--- | | **Total Net Revenue** | $15,885 | $16,819 | | **Goodwill Impairment** | $7,517 | $0 | | **Loss from Operations** | $(9,915) | $(1,897) | | **Net (Loss) Income** | $(9,435) | $2,145 | [Notes to Consolidated Financial Statements](index=41&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail a **$7.5 million** goodwill impairment, warrant liability classifications, significant NOL carryforwards, preferred stock, and related-party transactions - A goodwill impairment charge of **$7.5 million** was recognized in fiscal 2023 due to macro-economic conditions and a sustained decline in the company's market capitalization[500](index=500&type=chunk)[525](index=525&type=chunk) - The company has significant federal NOL carryforwards of approximately **$37.3 million** and state NOLs of **$45.4 million**, though their future use may be limited by IRC Section 382[19](index=19&type=chunk) - Certain common stock warrants (Montage, Series A, C, and D) are classified as liabilities and are re-measured to fair value each period, with changes recognized in earnings. In FY2023, this resulted in a gain of **$0.6 million**[604](index=604&type=chunk)[496](index=496&type=chunk) - As of September 30, 2023, there were **350 shares** of Series C Convertible Preferred Stock outstanding and no shares of Series A, B, or D Preferred Stock outstanding[542](index=542&type=chunk)[543](index=543&type=chunk)[571](index=571&type=chunk)[572](index=572&type=chunk) - Related party transactions involve director Michael Taglich and his firm, Taglich Brothers, Inc., which has acted as a placement agent for offerings and provided advisory services[593](index=593&type=chunk)[624](index=624&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=74&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure - There were no disagreements with accountants on accounting and financial disclosure[595](index=595&type=chunk)[657](index=657&type=chunk) [Item 9A. Controls and Procedures](index=74&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of September 30, 2023, with no significant changes during the fiscal year - Management concluded that as of September 30, 2023, the company's disclosure controls and procedures were effective[596](index=596&type=chunk) - Based on the COSO 2013 framework, management concluded that internal control over financial reporting was effective as of September 30, 2023[25](index=25&type=chunk) - No significant changes occurred in internal controls over financial reporting during the fiscal year ended September 30, 2023[26](index=26&type=chunk) [Item 9B. Other Information](index=74&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - None[58](index=58&type=chunk)[628](index=628&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=76&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides information on the company's directors and executive officers, board committees, and the adopted Code of Ethics - The Board of Directors includes Chairperson Joni Kahn, President & CEO Roger Kahn, and CFO Thomas R. Windhausen[630](index=630&type=chunk) - The Board has three main committees: Audit (met **4 times** in FY2023), Compensation (met **2 times**), and Nominating and Corporate Governance (met **3 times**)[33](index=33&type=chunk)[66](index=66&type=chunk)[636](index=636&type=chunk)[35](index=35&type=chunk) - The company has adopted a Code of Ethics applicable to all officers and employees, which is available on its website[32](index=32&type=chunk) - During fiscal 2023, all Section 16(a) filing requirements were met, with the exception of two untimely Form 4 filings for Roger Kahn[64](index=64&type=chunk) [Item 11. Executive Compensation](index=81&type=section&id=Item%2011.%20Executive%20Compensation) This section details compensation for named executive officers, including President and CEO Roger Kahn's **$499,188** total compensation in FY2023, and outlines non-employee director compensation Summary Compensation for Named Executive Officers (FY2023) | Name and Principal Position | Salary | Bonus | Total | | :--- | :--- | :--- | :--- | | Roger Kahn - President and CEO | $400,000 | $99,188 | $499,188 | | Thomas R. Windhausen - CFO | $251,250 | $42,534 | $293,784 | - CEO Roger Kahn's employment agreement provides for an annual salary of **$400,000** and the opportunity to earn incentive bonuses[70](index=70&type=chunk) - Non-employee directors receive an annual retainer of **$12,000**, plus **$1,500** per meeting attended. Committee chairs receive additional annual fees ranging from **$5,000** to **$15,000**[642](index=642&type=chunk)[73](index=73&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=83&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of December 22, 2023, President and CEO Roger Kahn was the largest beneficial owner among management, holding **13.57%** of common stock, with all executive officers and directors owning **18.84%** as a group - As of December 22, 2023, there were **10,417,609 shares** of Common Stock and **350 shares** of Series C Preferred Stock issued and outstanding[41](index=41&type=chunk) Beneficial Ownership of Common Stock (as of Dec 22, 2023) | Name / Group | Percent of Shares Outstanding | | :--- | :--- | | Roger Kahn (President & CEO) | 13.57% | | All current executive officers and directors as a group | 18.84% | - Michael and Claudia Taglich beneficially own **100%** of the **350 outstanding shares** of Series C Preferred Stock[676](index=676&type=chunk) Equity Compensation Plan Information (as of Sept 30, 2023) | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Available for Future Issuance | | :--- | :--- | :--- | :--- | | Approved by security holders | 1,831,515 | $2.56 | 315,422 | | Not approved by security holders | 1,757,629 | $3.64 | - | | **Total** | **3,589,144** | **-** | **315,422** | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=86&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section discloses related-party transactions involving director Michael Taglich and his firm, Taglich Brothers, Inc., with the Audit Committee responsible for their review and approval - The Audit Committee is responsible for reviewing and approving the terms of any related-party transactions[46](index=46&type=chunk) - Director Michael Taglich is the Chairman and President of Taglich Brothers, Inc., which has acted as a placement agent and provided advisory services for the company[94](index=94&type=chunk) - In November 2018, the company engaged Taglich Brothers for advisory services, which earned a success fee of **$200,000** in connection with the Stantive acquisition[80](index=80&type=chunk) - Michael Taglich purchased **350 units** of Series C Preferred Stock and associated warrants in a private transaction in March 2019[681](index=681&type=chunk) [Item 14. Principal Accounting Fees and Services](index=87&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) PKF O'Connor Davies LLP is the independent auditor, with audit fees of **$245,500** in FY2023 and **$243,050** in FY2022, and all services are pre-approved by the Audit Committee - The principal independent registered public accounting firm is PKF O'Connor Davies LLP, serving since February 27, 2021[48](index=48&type=chunk) Aggregate Fees Paid to PKF O'Connor Davies LLP | Type of Service | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Audit Fees | $245,500 | $243,050 | | Audit-Related Fees | — | — | | Tax Fees | — | — | | **Total** | **$245,500** | **$243,050** | - The Audit Committee has sole authority to approve the scope of the audit and all audit and non-audit related services and fees[83](index=83&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=88&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements and exhibits filed with the Form 10-K report, including corporate governance documents, material contracts, and Sarbanes-Oxley certifications - This section lists all financial statements, schedules, and exhibits filed with the report[50](index=50&type=chunk) - Filed exhibits include the Certificate of Incorporation, By-Laws, various stock and warrant agreements, employment agreements with executive officers, and Sarbanes-Oxley certifications[687](index=687&type=chunk)[688](index=688&type=chunk)[88](index=88&type=chunk)

| --- | --- | --- | |---------------------------------------------------------------|------------------------------------------|---------------------------| | Balance at beginning of period, October 1, 2022 | Contingent Consideration Obligations \n$ | Warrant Liabilities \n749 | | Additions | | - | | Payments or exercises | | - | | Adjustment to fair value | | (297) | | Balance at end of period, December 31, 2022 | $ | 452 | | Additions | | - | | Payments or exercises | | - | | Adjustment to fair value | | ...

Bridgeline Digital, Inc. (NASDAQ:BLIN) Q3 2023 Earnings Conference Call August 11, 2023 4:30 PM ET Company Participants Thomas Windhausen - Chief Financial Officer Ari Kahn - President and Chief Executive Officer Conference Call Participants Howard Halpern - Taglich Brothers, LLC Leo Carpio - Joseph Gunnar & Co. Operator Thank you for standing by and welcome to Bridgeline Digital's Third Quarter 2023 Earnings Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, t ...