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What changed in Bridgeline Digital, Inc.'s 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of Bridgeline Digital, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+140 added124 removedSource: 10-K (2024-12-26) vs 10-K (2023-12-27)

Top changes in Bridgeline Digital, Inc.'s 2024 10-K

140 paragraphs added · 124 removed · 105 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe believe we compete adequately with others and we distinguish ourselves from our competitors in a number of ways, including: Our competitors generally offer their web application software with an emphasis on a singular focus/function (such as content management only, or commerce only) as compared to the deeply integrated and multi-faceted approach provided by Bridgeline’s platforms. The architecture comprising Bridgeline’s platforms are flexible and some are capable of being deployed in either a SaaS or dedicated server environment. The majority of our competitors do not provide interactive technology development services that complement their software products.
Biggest changeBridgeline allows customers to tailor an AI that is specific to their needs. Many of our competitors offer their web application software with an emphasis on a singular focus/function (such as content management only, or commerce only) as compared to the deeply integrated and multi-faceted approach provided by Bridgeline’s platforms. Some of Bridgeline’s software can be deployed in either a SaaS or in a dedicated hosting environment. Many of our competitors do not provide development services that complement their software products.
Social Media Programs We market Bridgeline’s upcoming events, white papers, blogs, case studies, digital product tutorials, announcements, and related articles frequently on leading social media platforms such as Twitter, LinkedIn, YouTube and Facebook. 5 Research and Development We have research and development activities focusing on creating new products and innovations, product enhancements, and funding future market opportunities.
Social Media Programs We market Bridgeline’s upcoming events, white papers, blogs, case studies, digital product tutorials, announcements, and related articles frequently on leading social media platforms such as X, LinkedIn, YouTube and Facebook. Research and Development We have research and development activities focusing on creating new products and innovations, product enhancements, and funding future market opportunities.
OrchestraCMS also has a rich set of APIs to enable development of custom solutions, third-party integrations and delivery of digital transformation initiatives on the Salesforce platform, helping customers drive deeper engagement and collaboration, increase efficiency and minimize risk. 4 Services Revenue from Digital Engagement Services Revenue from all digital engagement services is reported as Digital engagement services in the accompanying consolidated financial statements.
OrchestraCMS also has a rich set of APIs to enable development of custom solutions, third-party integrations and delivery of digital transformation initiatives on the Salesforce platform, helping customers drive deeper engagement and collaboration, increase efficiency and minimize risk. 5 Table of Contents Services Revenue from Digital Engagement Services Revenue from all digital engagement services is reported as Digital engagement services in the accompanying consolidated financial statements.
Information regarding the SEC’s Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information and can be found at http://www.sec.gov. 7
Information regarding the SEC’s Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information and can be found at http://www.sec.gov. 7 Table of Contents
As of September 30, 2023, we had approximately 55 full-time employees. Of our full-time employees, approximately 40 were in the United States and the remaining were based in our various international locations. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
As of September 30, 2024, we had approximately 51 full-time employees. Of our full-time employees, approximately 37 were in the United States and the remaining were based in our various international locations. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
Research and development expenses were approximately $3.7 million or 23% of revenues and $3.2 million or 19% of revenues during fiscal 2023 and 2022, respectively. Employees Human Capital Bridgeline is dedicated to creating the best digital presence for our customers, and our employees are critical to achieving this mission.
Research and development expenses were approximately $4.2 million or 27% of revenues and $3.7 million or 23% of revenues during fiscal 2024 and 2023, respectively. 6 Table of Contents Employees Human Capital Bridgeline is dedicated to creating the best digital presence for our customers, and our employees are critical to achieving this mission.
Through our websites, we provide various educational whitepapers and promote upcoming online seminars. In addition, we utilize banner advertisements on various independent newsletters and paid search advertisements that are linked to our website. We also participate and exhibit at targeted online and in-person events and conferences.
In addition, we utilize banner advertisements on various independent newsletters and paid search advertisements that are linked to our website. We also participate and exhibit at targeted online and in-person events and conferences.
Additionally, HawkSearch and Unbound have the option to be available via a traditional perpetual licensing business model, in which the software can reside on a dedicated infrastructure either on premise at the customer’s facility, or manage-hosted by Bridgeline via a cloud-based, dedicated hosted services model. This software is reported as Subscription and Perpetual Licenses in the accompanying consolidated financial statements.
Bridgeline's software is available via a perpetual licensing business model, in which the software can reside on premise at the customer’s facility, or manage-hosted by Bridgeline. This software is reported as Subscription and Perpetual Licenses in the accompanying consolidated financial statements.
Item 1. Business. Overview Bridgeline Digital is a marketing technology company that offers a suite of products that help companies grow online revenue by driving more traffic to their websites, converting more visitors to purchasers, and increasing average order value.
Item 1. Business. Overview Bridgeline Digital is an AI-powered marketing technology company that offers a suite of products that help companies grow online revenue by driving more visitors to their websites, converting more visitors to purchasers, and increasing average order value per purchaser. Bridgeline’s software is available through a cloud-based Software as a Service (“SaaS”) model.
Bridgeline offers enterprise site search solutions with its HawkSearch and Celebros Search products. HawkSearch is an AI-powered site search, recommendation, and personalization software application for marketers, merchandisers, and developers to enhance, normalize, and enrich an online customer's product discovery.
Bridgeline offers enterprise site search solutions with its HawkSearch and Celebros Search products. HawkSearch is an AI-powered site search, recommendation, and personalization software application for marketers to enhance an online customer's product discovery. HawkSearch leverages artificial intelligence, machine learning and merchandising features to deliver accurate, relevant and personalized results and recommendations from multiple data sources.
Our business development professionals create an annual territory plan identifying various strategies to prospect and engage our target verticals. New Lead Generation Programs We generate targeted leads and new business opportunities by leveraging online marketing strategies. We receive leads by maximizing the SEO capabilities of our own websites.
New Lead Generation Programs We generate targeted leads and new business opportunities by leveraging online marketing strategies. We receive leads by maximizing the SEO capabilities of our own websites. Through our websites, we provide various educational whitepapers and promote upcoming online seminars.
These companies are generally categorized in the following vertical markets: Associations and Foundations Banks and Credit Unions eCommerce Retailers Franchises & Enterprises Health Services and Life Sciences Industrial Distribution and Wholesale Manufacturers Technology We also pursue strategic alliances and partnerships to enhance the sales and distribution opportunities of Bridgeline intellectual property.
These companies are generally categorized in the following vertical markets: Associations and Foundations Banks and Credit Unions eCommerce Retailers Franchises & Enterprises Health Services and Life Sciences Industrial Distribution and Wholesale Manufacturers Technology For the years ended September 30, 2024 and 2023, no customer exceeded 10% of the Company’s total revenues.
We currently have partner relationships with platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, Shopify, and others. Organic Growth from Existing Customer Base Our business development professionals seek ongoing business opportunities within our existing customer base and within other operating divisions or subsidiaries of our existing customer base. New Customer Acquisition We identify customers within our vertical expertise.
Organic Growth from Existing Customer Base Our business development professionals seek ongoing business opportunities within our existing customer base and within other operating divisions or subsidiaries of our existing customer base. New Customer Acquisition We identify customers within our vertical expertise. Our business development professionals create an annual territory plan identifying various strategies to prospect and engage our target verticals.
Barriers to entry in such markets remain relatively low. The markets are significantly affected by new product introductions and other market activities of industry participants. With the introduction of new technologies and market entrants, we expect competition to persist and intensify in the future.
With the introduction of new technologies and market entrants, we expect competition to persist and intensify in the future.
Additionally, Unbound and HawkSearch have the option to be available via a traditional perpetual licensing business model, in which the software can reside on a dedicated infrastructure either on premise at the customer’s facility, or manage-hosted by Bridgeline via a cloud-based, dedicated hosted services model.
Additionally, Bridgeline’s software is available via a perpetual licensing business model, in which the software can reside on premise at the customer’s facility, or manage-hosted by Bridgeline. Bridgeline Digital was incorporated under the laws of the State of Delaware on August 28, 2000. The Company’s corporate headquarters is located in Woburn, Massachusetts.
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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.
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Ltd., located in Bangalore, India; Bridgeline Digital Canada, Inc., located in Ontario, Canada; Hawk Search Inc. located in Rosemont, Illinois and Bridgeline Digital Belgium BV, located in Brussels, Belgium. Developments Bridgeline launched multiple new product enhancements this year, particularly in the area of Artificial Intelligence (“AI”) and Generative AI.
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Bridgeline's product offerings include: HawkSearch: a site search, recommendation, and personalization software application, built for marketers, merchandisers, and developers to enhance, normalize, and enrich an online customer's content search and product discovery experience. Celebros Search: a commerce-oriented site search product that provides Natural Language Processing with artificial intelligence to present relevant search results based on long-tail keyword searches.
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The following are key capabilities of Bridgeline's software: Category Feature Capability Smart Search (Retrieval Augmentation) Concept Search NLP Multi-lingual Smart Search (Retrieval Augmentation) Visual Search Image upload via mobile devices Smart Search (Retrieval Augmentation) Image Search Search images with text Smart Response (Generative AI) Smart Summary Prompt driven analysis of results Smart Response (Generative AI) Conversational Search Thread maintained and prompt driven Smart Response (Generative AI) Smart Filters Automated facet selection Smart Tools AI Multiplier Machine learning based on site usage Smart Tools AI Content Assistant Extension to WYSIWYG editor Smart Tools AI Synonym Generator Extension of standard synonym option 4 Table of Contents Products and Services Products Subscription and Perpetual Licenses Bridgeline’s software is available through a cloud-based SaaS model.
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Woorank: a Search Engine Optimization (“SEO”) audit tool that generates an instant performance audit of the site’s technical, on-page, and off-page SEO. Unbound: a Digital Experience Platform that includes Web Content Management, eCommerce, Digital Marketing, and Web Analytics. TruPresence: a web content management and eCommerce platform that supports the needs of multi-unit organizations and franchises.
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HawkSearch’s Keyword Search and Merchandising allows site visitors to search product catalogs and content using keywords and allows markets to improve search results with synonyms, unit of measure conversions, and trending products.
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OrchestraCMS: 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. Bridgeline Digital was incorporated under the laws of the State of Delaware on August 28, 2000. Locations The Company’s corporate headquarters is located in Woburn, Massachusetts.
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HawkSearch’s Smart Search allows site visitors to search by image upload or phone camera, textual image description, and concept (aka Natural Language Processing) through Retrieval Augmented Generation to get relevant results. HawkSearch’s Smart Response leverages generative AI to summarize, synthesize, compare or start a conversation with the visitor to help find the most relevant results.
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Ltd., located in Bangalore, India; Bridgeline Digital Canada, Inc., located in Ontario, Canada; Hawk Search Inc. located in Rosemont, Illinois and Bridgeline Digital Belgium BV, located in Brussels, Belgium. 3 Products and Services Products Subscription and Perpetual Licenses 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.
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We also pursue strategic alliances and partnerships to enhance the sales and distribution opportunities of Bridgeline intellectual property. We currently have partner relationships with platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, Shopify, and others.
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HawkSearch leverages artificial intelligence, machine learning and industry-leading merchandising features to deliver accurate, relevant and personalized results and recommendations derived from multiple data sources.
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Competition The markets for our products and services, including eCommerce platform software, eMarketing software, software for web content management, web analytics software and digital engagement services are highly competitive, fragmented, and rapidly changing. Barriers to entry in such markets remain relatively low. The markets are significantly affected by new product introductions and other market activities of industry participants.
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Customers We primarily serve the following vertical markets that we believe have a history of investing in information technology enhancements and initiatives: ● Associations and Foundations ● Banks and Credit Unions ● eCommerce Retailers ● Franchises & Enterprises ● Health Services and Life Sciences ● Industrial Distribution and Wholesale ● Manufacturers ● Technology For the years ended September 30, 2023 and 2022, no customer exceeded 10% of the Company’s total revenues. 6 Competition The markets for our products and services, including eCommerce platform software, eMarketing software, software for web content management, web analytics software and digital engagement services are highly competitive, fragmented, and rapidly changing.
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We believe we compete adequately with others and we distinguish ourselves from our competitors in a number of ways, including: ● Many AI software providers are offering a one size fits all solution for their customers which lack customer specific rules and insights, or what we call ‘Merchandising Capabilities’ that power the underlying AI and Machine Learning features.
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The information posted on our website is not incorporated by reference into this Annual Report on Form 10-K.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeInterference from unauthorized access to or tampering with these systems, including those resulting from cyber-attacks, could result in a variety of consequences, including devaluation of our intellectual property, goodwill, increased expenditures on data security and litigation, and can have a material adverse effect on our business, revenues, reputation, operating results and financial condition. 8 If our security measures or those of our third-party cloud computing platform provider are breached and unauthorized access is obtained to a customer s data, our services may be perceived as not being secure, and we may incur significant legal and financial exposure and liabilities.
Biggest changeInterference from unauthorized access to or tampering with these systems, including those resulting from cyber-attacks, could result in a variety of consequences, including devaluation of our intellectual property, goodwill, increased expenditures on data security and litigation, and can have a material adverse effect on our business, revenues, reputation, operating results and financial condition. 8 Table of Contents Artificial Intelligence is an emerging area of technology that has and may further impact various aspects of our business operations and customer interactions, we may not be successful in our artificial intelligence initiatives, which could adversely affect our business, financial condition and/or operating results.
Risk Factors Risk Factors Related to our Business We have incurred significant net losses since inception and expect to continue to incur operating losses for the foreseeable future. We may never achieve or sustain profitability, which would depress the market price of our common stock and could cause you to lose all or a part of your investment.
Risk Factors Related to our Business We have incurred significant net losses since inception and expect to continue to incur operating losses for the foreseeable future. We may never achieve or sustain profitability, which would depress the market price of our common stock and could cause you to lose all or a part of your investment.
Any claims against us, regardless of their merit, could: be expensive and time consuming to defend; result in negative publicity; force us to stop licensing our products that incorporate the challenged intellectual property; require us to redesign our products; divert management’s attention and our other resources; and/or require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies, which may not be available on terms acceptable to us, if at all.
Any claims against us, regardless of their merit, could: be expensive and time consuming to defend; result in negative publicity; force us to stop licensing our products that incorporate the challenged intellectual property; divert management’s attention and our other resources; and/or redesign our products / require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies, which may not be available on terms acceptable to us, if at all.
Any litigation could be time consuming and expensive to prosecute or resolve, result in substantial diversion of management attention and resources, and materially harm our business or financial condition. 10 If a third party asserts that we infringe upon its proprietary rights, we could be required to redesign our products, pay significant royalties or enter into license agreements.
Any litigation could be time consuming and expensive to prosecute or resolve, result in substantial diversion of management attention and resources, and materially harm our business or financial condition. If a third party asserts that we infringe upon its proprietary rights, we could be required to redesign our products, pay significant royalties or enter into license agreements.
As a result, they are able to devote greater resources to the development, promotion and sale of their products than we can. 9 If our products fail to perform properly due to undetected errors or similar problems, our business could suffer, and we could face product liability exposure.
As a result, they are able to devote greater resources to the development, promotion and sale of their products than we can. 9 Table of Contents If our products fail to perform properly due to undetected errors or similar problems, our business could suffer, and we could face product liability exposure.
We believe that any successful challenge to our use of a trademark or domain name could substantially diminish our ability to conduct business in a particular market or jurisdiction and thus decrease our revenue and result in possible losses to our business. Increasing government regulation could affect our business and may adversely affect our financial condition.
We believe that any successful challenge to our use of a trademark or domain name could substantially diminish our ability to conduct business in a particular market or jurisdiction and thus decrease our revenue and result in possible losses to our business. 10 Table of Contents Increasing government regulation could affect our business and may adversely affect our financial condition.
The loss of any of our key management personnel, or our inability to recruit and train additional key management and other personnel in a timely manner, could materially and adversely affect our business, operations and future prospects. We maintain a key man insurance policy covering our Chief Executive Officer.
We are dependent on the efforts of our key management personnel. The loss of any of our key management personnel, or our inability to recruit and train additional key management and other personnel in a timely manner, could materially and adversely affect our business, operations and future prospects. We maintain a key man insurance policy covering our Chief Executive Officer.
During fiscal 2023, the closing price of our common stock as reported by the Nasdaq Capital Market fluctuated between $0.82 and $1.42. We are required to meet certain financial criteria in order to maintain our listing on the Nasdaq Capital Market.
During fiscal 2024, the closing price of our common stock as reported by the Nasdaq Capital Market fluctuated between $0.70 and $1.42. We are required to meet certain financial criteria in order to maintain our listing on the Nasdaq Capital Market.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. 13 Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition. 12 Table of Contents Item 1B. Unresolved Staff Comments. None.
These factors include, among others: changes in demand for our products; introduction, enhancement or announcement of products by us or our competitors; market acceptance of our new products; the growth rates of certain market segments in which we compete; size and timing of significant orders; budgeting cycles of customers; mix of products and services sold; changes in the level of operating expenses; completion or announcement of acquisitions; and general economic conditions in regions in which we conduct business. 11 If we are unable to manage our future growth efficiently, our business, liquidity, revenues and profitability may suffer.
These factors include, among others: changes in demand for our products; introduction, enhancement or announcement of products by us or our competitors; market acceptance of our new products; the growth rates of certain market segments in which we compete; size and timing of significant orders; budgeting cycles of customers; mix of products and services sold; changes in the level of operating expenses; completion or announcement of acquisitions; and general economic conditions in regions in which we conduct business.
We anticipate that continued expansion of our core business will require us to address potential market opportunities. For example, we may need to expand the size of our research and development, sales, corporate finance or operations staff.
If we are unable to manage our future growth efficiently, our business, liquidity, revenues and profitability may suffer. We anticipate that continued expansion of our core business will require us to address potential market opportunities. For example, we may need to expand the size of our research and development, sales, corporate finance or operations staff.
Further, our ability to obtain financing may be limited by rules of the Nasdaq Stock Market. If we fail to obtain acceptable funding when needed, we may not have sufficient resources to fund our operations, and this would have a material adverse effect on our business. A reduction in our license renewal rate could reduce our revenue.
If we fail to obtain acceptable funding when needed, we may not have sufficient resources to fund our operations, and this would have a material adverse effect on our business. A reduction in our license renewal rate could reduce our revenue.
Additionally, any impairment of goodwill or other intangible assets acquired in an acquisition or in an investment, or charges to earnings associated with any acquisition or investment activity, may materially reduce our earnings which, in turn, may have a material adverse effect on the price of our common stock. 12 We have issued preferred stock with rights senior to our common stock, and may issue additional preferred stock in the future, in order to consummate a merger or other transaction necessary to continue as a going concern.
Additionally, any impairment of goodwill or other intangible assets acquired in an acquisition or in an investment, or charges to earnings associated with any acquisition or investment activity, may materially reduce our earnings which, in turn, may have a material adverse effect on the price of our common stock.
Since our inception in 2000 and through fiscal 2019, and in fiscal 2021 and fiscal 2023, we have incurred net losses, and may do so again. As of September 30, 2023, we had an accumulated deficit of approximately $90 million. Our prior losses have had an adverse effect on our stockholders’ equity and working capital.
We incurred net loss of approximately $(2.0) million for the year ended September 30, 2024. Since our inception in 2000 and through fiscal 2019, in fiscal 2021, fiscal 2023 and fiscal 2024, we have incurred net losses, and may do so again. As of September 30, 2024, we had an accumulated deficit of approximately $ 92 million.
We may require additional financing to execute our business plan and further expand our operations. We may require additional funding to further expand our operations. We depend on financing sources, either debt or equity, or a combination thereof, which may not be available to us in a timely basis if at all, or on terms acceptable to us.
We depend on financing sources, either debt or equity, or a combination thereof, which may not be available to us in a timely basis if at all, or on terms acceptable to us. Further, our ability to obtain financing may be limited by rules of the Nasdaq Capital Market.
There may be a limited market for our common stock, which may make it more difficult for you to sell your stock and which may reduce the market price of our common stock. The average shares traded per day in fiscal 2023 was approximately 56,000 shares per day compared to approximately 286,000 for fiscal 2022, and 2,839,000 for fiscal 2021.
There may be a limited market for our common stock, which may make it more difficult for you to sell your stock and which may reduce the market price of our common stock.
Such corrective actions could include a reverse stock split, which may adversely affect the liquidity of our common stock. Additionally, there is no way to guarantee that such a measure, if implemented, would help us regain compliance with Nasdaq's minimum bid price requirement or maintain compliance with its other listing rules.
Additionally, there is no way to guarantee that such a measure, if implemented, would help us regain compliance with Nasdaq’s minimum bid price requirement or maintain compliance with its other listing rules. 11 Table of Contents We are dependent upon our management team and the loss of any of these individuals could harm our business.
Because of the numerous risks and uncertainties associated with our business, we are unable to predict the extent of any future losses or when we may become profitable. If we do become profitable, we may not be able to sustain or increase our profitability on a quarterly or annual basis.
Our prior losses have had an adverse effect on our stockholders’ equity and working capital. Because of the numerous risks and uncertainties associated with our business, we are unable to predict the extent of any future losses or when we may become profitable.
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We incurred net loss of approximately $9.4 million for the year ended September 30, 2023, which includes gains related to the change in the fair value of warrant liabilities and a goodwill impairment charge of $7.5 million.
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If we do become profitable, we may not be able to sustain or increase our profitability on a quarterly or annual basis. We may require additional financing to execute our business plan and further expand our operations. We may require additional funding to further expand our operations.
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We are dependent upon our management team and the loss of any of these individuals could harm our business. We are dependent on the efforts of our key management personnel.
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We have made, and expect to continue making investments in the integration of AI into our platforms, products, and services. However, AI presents various risks, challenges, and potential unintended consequences that could disrupt our ability to effectively integrate and leverage these technologies.
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The process of refining and expanding our AI-driven offerings may involve significant costs, and there can be no assurance that our efforts will ultimately succeed. The complexity of AI systems, coupled with rapidly evolving competition in the AI space, introduces significant uncertainty about our ability to successfully integrate and commercialize these technologies.
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Competitors may develop more effective or efficient AI solutions, potentially undermining our competitive position. Additionally, the regulatory environment surrounding AI is still in development, and new laws or regulations could emerge that require substantial adjustments to our business practices. These changes could impose unexpected costs or operational disruptions, and the full scope and impact of such regulatory developments remain uncertain.
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Furthermore, we rely on third-party vendors that incorporate AI in the products and services they provide to us. As a result, we may not have full visibility or control over the quality, security, performance, or compliance of AI-powered solutions sourced externally.
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There is also a risk that the underlying algorithms used by us or our vendors may be flawed, or trained on incomplete or biased datasets, leading to inaccuracies, inefficiencies, or other negative consequences. AI technologies also carry the risk of generating content that is factually incorrect, offensive, or infringing on third-party intellectual property rights.
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Any of these factors, whether related to internal AI development, third-party dependencies, or regulatory changes, could have a material adverse effect on our business, financial performance, and operations.
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If our security measures or those of our third-party cloud computing platform provider are breached and unauthorized access is obtained to a customer ’ s data, our services may be perceived as not being secure, and we may incur significant legal and financial exposure and liabilities.
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The average shares traded per day in fiscal 2024 was approximately 41,000 shares p er day compared to approximately 56,000 for fiscal 2023, and 286,000 for fiscal 2022.
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Such corrective actions could include a reverse stock split, which may adversely affect the liquidity of our common stock.
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We have issued preferred stock with rights senior to our common stock, and may issue additional preferred stock in the future, in order to consummate a merger or other transaction necessary to continue as a going concern.
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Item 1C. Cybersecurity. Risk Management and Strategy Our cybersecurity and risk management program is intended to protect the confidentiality, integrity, and availability of our critical information systems and the data resident on them.
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We have designed our IT systems and processes with the intention that our solutions should defend against the ever-evolving threat landscape while remaining agile to keep up with such threats.
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We have established processes for assessing, identifying and managing cybersecurity risks, which are built into our information technology function and are designed to safeguard our information assets and operations from internal and external cyber threats, including protecting employee information from unauthorized access to or attacks on our networks and systems.
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These processes include physical, procedural and technical safeguards, response plans, regular tests on our systems, incident simulations and routine reviews of our policies and procedures to identify risks and enhance our practices. We also employ processes to identify material risks from cybersecurity threats associated with our use of third-party service providers.
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In an effort to deter and detect cyber threats, we periodically provide training programs to our employees on issues related to privacy and data protection, cybersecurity risks, and the importance of reporting all incidents immediately. Topics include identifying phishing, password protection, securing confidential data, and mobile security.
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In addition, we use technology-based tools to mitigate cybersecurity risks and to bolster our employee-based cybersecurity programs. We also perform annual vulnerability assessments, conducted by independent, third-party cybersecurity firms. Additionally, as part of our overall risk mitigation strategy, the Company obtains certain insurance policies.
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However, such insurance may not be sufficient in type or amount to cover us fully against claims related to security breaches, cyber-attacks and other related breaches. An incident response plan has been established which provides detailed information on actions to take in the event of an incident.
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The incident response plan includes the scope of the plan, establishes the incident response team, details the incident response lifecycle, and provides templates to make the process easier to document and follow. Timelines, communication methods, and notification information are included in the plan to ensure the process can be followed in high pressure situations which can occur during incidents.
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Governance The Audit Committee of our Board of Directors provides direct cybersecurity risk oversight. Our management provides timely disclosure and related updates to the Audit Committee regarding potential cybersecurity threats, incidents and general risks.
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Our management periodically evaluates information on evolving cybersecurity risks and, based on its assessment of the processes the Company has put in place, does not believe there are currently any known risks from cybersecurity threats that are reasonably likely to materially affect us or our business strategy, results of operations, or financial condition.
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Further, we have not had any cybersecurity incidents in 2024, and through the date of filing of this Form 10-K. While prior incidents have not had a material impact on us, future incidents could have a material adverse effect on our business, results of operations and cash flows.
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For additional information about our cybersecurity risks, see Item 1A — Risk Factors on this Annual Report on Form 10-K.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table lists our office locations, all of which are leased: Geographic Location Address Description Woburn, Massachusetts 100 Sylvan Rd, Suite G-700 Woburn, MA 01801 Professional office space Woodbury, New York 150 Woodbury Road Woodbury, NY 11797 Professional office space Rosemont, Illinois 5600 North River Rd, Suite 100 Rosemont, IL 60018 Professional office space Atascadero, California 6225 Atascadero Ave Atascadero, CA 93422 Professional office space Ontario, Canada Perth Mews RO Perth, ON K7H 3A0, Canada PO Box Brussels, Belgium Cours Saint Michel 30B 1040 Etterbeek Brussels, Belgium Professional office space Professional office space is of varying size, ranging up to approximately 3,600 square feet.
Biggest changeThe following table lists our office locations, all of which are leased: Geographic Location Address Description Woburn, Massachusetts 100 Sylvan Rd, Suite G-700 Woburn, MA 01801 Professional office space Woodbury, New York 150 Woodbury Road Woodbury, NY 11797 Professional office space Rosemont, Illinois 5600 North River Rd, Suite 100 Rosemont, IL 60018 Professional office space Atascadero, California 6225 Atascadero Ave Atascadero, CA 93422 Professional office space Ontario, Canada Perth Mews RO Perth, ON K7H 3A0, Canada PO Box Brussels, Belgium Cours Saint Michel 30B 1040 Etterbeek, Brussels, Belgium Professional office space We believe that our existing office space is adequate to meet current requirements, and that suitable additional or substitute space will be available as needed to accommodate our operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities; Use of Proceeds From Registered Securities There were no sales of unregistered or registered equity securities during the fiscal year ended September 30, 2023.
Biggest changeRecent Sales of Unregistered Securities; Use of Proceeds From Registered Securities There were no sales of unregistered or registered equity securities during the fiscal year ended September 30, 2024. Item 6. [Reserved]. Not applicable.
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is currently traded on the Nasdaq Capital Market under the trading symbol “BLIN”. Number of Stockholders As of December 27, 2023, we had approximately 60 stockholders of record.
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is currently traded on the Nasdaq Capital Market under the trading symbol “BLIN”. Number of Stockholders As of December 15, 2024, we had approximately 60 stockholders of record.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(in thousands) Year Ended September 30, $ % 2023 % 2022 % Change Change Net Revenue Subscription and perpetual licenses $ 12,742 80% $ 13,560 81% $ (818 ) (6)% Digital engagement services 3,143 20% 3,259 19% (116 ) (4)% Total net revenue 15,885 16,819 (934 ) (6 )% Cost of revenue Subscription and perpetual licenses 3,364 26% 3,358 25% 6 0% Digital engagement services 1,650 52% 1,759 54% (109 ) (6)% Total cost of revenue 5,014 32% 5,117 30% (103 ) (2 )% Gross profit 10,871 68% 11,702 70% (831 ) (7 )% Operating expenses Sales and marketing 4,757 30% 5,232 31% (475 ) (9)% General and administrative 3,173 20% 3,387 20% (214 ) (6)% Research and development 3,679 23% 3,217 19% 462 14% Depreciation and amortization 1,528 10% 1,599 10% (71 ) (4)% Goodwill impairment 7,517 47% - 0% 7,517 N/A Restructuring and acquisition related expenses 132 1% 164 1% (32 ) (20)% Total operating expenses 20,786 13,599 7,187 53% Loss from operations (9,915 ) (1,897 ) (8,018 ) 423% Change in fair value of contingent consideration, interest expense and other, net (189 ) 417 (606 ) (145)% Change in fair value of warrant liabilities 575 3,655 (3,080 ) (84)% Income (loss) before income taxes (9,529 ) 2,175 (11,704 ) (538)% Provision for (benefit from) income taxes (94 ) 30 (124 ) (413)% Net (loss) income $ (9,435 ) $ 2,145 $ (11,580 ) (540 )% Non-GAAP Measure: Adjusted EBITDA $ (309 ) $ 196 $ (505 ) (258 )% 17 Revenue Our revenue is derived from two sources: (i) Subscription and Perpetual licenses and (ii) Digital Engagement Services.
Biggest change(in thousands) Year Ended September 30, $ % 2024 % 2023 % Change Change Net Revenue Subscription and perpetual licenses $ 12,134 79 % $ 12,742 80 % $ (608 ) (5 )% Digital engagement services 3,224 21 % 3,143 20 % 81 3 % Total net revenue 15,358 15,885 (527 ) (3 )% Cost of revenue Subscription and perpetual licenses 3,392 28 % 3,364 26 % 28 1 % Digital engagement services 1,532 48 % 1,650 52 % (118 ) (7 )% Total cost of revenue 4,924 32 % 5,014 32 % (90 ) (2 )% Gross profit 10,434 68 % 10,871 68 % (437 ) (4 )% Operating expenses Sales and marketing 3,715 24 % 4,757 30 % (1,042 ) (22 )% General and administrative 3,282 21 % 3,173 20 % 109 3 % Research and development 4,160 27 % 3,679 23 % 481 13 % Depreciation and amortization 1,086 7 % 1,528 10 % (442 ) (29 )% Goodwill impairment - 0 % 7,517 47 % (7,517 ) (100 )% Restructuring and acquisition related expenses 210 1 % 132 1 % 78 59 % Total operating expenses 12,453 20,786 (8,333 ) (40 )% Loss from operations (2,019 ) (9,915 ) 7,896 (80 )% Interest expense and other, net (61 ) (189 ) 128 (68 )% Change in fair value of warrant liabilities 76 575 (499 ) (87 )% Loss before income taxes (2,004 ) (9,529 ) 7,525 (79 )% Provision for benefit from income taxes (43 ) (94 ) 51 (54 )% Net loss $ (1,961 ) $ (9,435 ) $ 7,474 (79 )% Non-GAAP Measure: Adjusted EBITDA $ (192 ) $ (309 ) $ 117 (38 )% 16 Table of Contents Revenue Our revenue is derived from two sources: (i) Subscription and Perpetual licenses and (ii) Digital Engagement Services.
The Company’s subscription and hosting agreements provide for refunds when service is interrupted for an extended period of time and are reserved for in the month in which they occur, if necessary. Our digital engagement services agreements with customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained.
Our subscription and hosting agreements provide for refunds when service is interrupted for an extended period of time and are reserved for in the month in which they occur, if necessary. Our digital engagement services agreements with customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained.
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.
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. 18 Table of Contents The following table reconciles net income (loss) (which is the most directly comparable U.S.
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.
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 our common stock. The Monte Carlo option-pricing model uses certain assumptions, including expected life and annual volatility.
A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and the Company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. 3.
A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and our promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. 3.
The increase in cost of subscription and perpetual licenses in fiscal 2023 compared to fiscal 2022 is primarily due to higher costs to operate our cloud-based hosting model with Amazon Web Services, offset by a decrease in personnel costs.
The increase in cost of subscription and perpetual licenses in fiscal 2024 compared to fiscal 2023 is primarily due to higher costs to operate our cloud-based hosting model with Amazon Web Services, offset by a decrease in personnel costs.
Those warrants that are classified as a liability are carried at fair value at each reporting period, with changes in their fair value recognized in change in fair value of warrant liabilities in the consolidated statements of operations. The fair value of the Company’s warrant liabilities are valued utilizing Level 3 inputs.
Those warrants that are classified as a liability are carried at fair value at each reporting period, with changes in their fair value recognized in change in fair value of warrant liabilities in the consolidated statements of operations. The fair value of our warrant liabilities are valued utilizing Level 3 inputs.
Identify the customer contract - A customer contract is generally identified when there is approval and commitment from both the Company and its customer, the rights have been identified, payment terms are identified, the contract has commercial substance and collectability and consideration is probable. 2.
Identify the customer contract - A customer contract is generally identified when there is approval and commitment from both the Company and our customer, the rights have been identified, payment terms are identified, the contract has commercial substance and collectability and consideration is probable. 2.
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; Accounting for common stock purchase warrants; and Accounting for stock-based compensation.
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; Accounts receivable; Accounting for goodwill and other intangible assets; Accounting for business combinations; Accounting for common stock purchase warrants; and Accounting for stock-based compensation.
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.
These potential acquisitions will be consistent with our growth strategy by providing us with new geographical distribution opportunities, an expanded customer base, an expanded sales force and an expanded developer force.
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.
We allocate 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 general and administrative 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.
Transaction costs associated with these acquisitions are expensed as incurred through general and administrative expense on the consolidated statements of operations. In those circumstances where an acquisition involves a contingent consideration arrangement, we recognize a liability equal to the fair value of the contingent payments expected to be made as of the acquisition date.
Provision for Income Taxes The provision for (benefit from) income taxes was ($94) thousand for fiscal 2023 and $30 thousand for fiscal 2022. Income tax expense consists of estimated liability for federal and state income taxes owed by the Company. Net operating loss (“NOL”) carryforwards are estimated to be sufficient to offset any potential taxable income for all periods presented.
Provision for Income Taxes The provision for (benefit from) income taxes was $(43) thousand for fiscal 2024 and $(94) thousand for fiscal 2023. Income tax expense consists of estimated liability for federal and state income taxes owed by the Company. Net operating loss (“NOL”) carryforwards are estimated to be sufficient to offset any potential taxable income for all periods presented.
These companies are generally categorized in the following vertical markets: Associations and Foundations Banks and Credit Unions eCommerce Retailers Franchises & Enterprises Health Services and Life Sciences Industrial Distribution and Wholesale Manufacturers Technology Each of the Bridgeline companies goes to market through two main types of partnerships.
These companies are generally categorized in the following vertical markets: Associations and Foundations Banks and Credit Unions eCommerce Retailers Franchises & Enterprises Health Services and Life Sciences Industrial Distribution and Wholesale Manufacturers Technology Each of our product offerings goes to market through two main types of partnerships.
The change in cash used in operating activities compared to the prior period was primarily due to a decrease in net earnings and changes in non-cash items, including changes in fair value of warrant liabilities and goodwill impairment, and changes to accounts payable and accrued liabilities as well as deferred revenue.
The change in cash used in operating activities compared to the prior period was primarily due to a decrease in net earnings and changes in non-cash items, including changes in fair value of warrant liabilities, amortization of intangible assets, and goodwill impairment, and changes to accounts receivable, accounts payable and accrued liabilities, as well as deferred revenue.
PCS revenue is recognized ratably on a straight-line basis over the period of performance and the perpetual license is recognized upon delivery. The Company also offers hosting services for those customers who purchase a perpetual license and do not want to run the software in their environment.
PCS revenue is recognized ratably on a straight-line basis over the period of performance and the perpetual license is recognized upon delivery. We also offer hosting services for those customers who purchase a perpetual license and do not want to run the software in their environment.
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”).
Such securities offerings may be made pursuant to our 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 Statement”).
Accounting for Stock-Based Compensation At September 30, 2023, we maintained 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 Stockholders’ Equity of these consolidated financial statements. The Company accounts for stock-based compensation awards in accordance with ASC 718, Compensation-Stock Compensation .
Accounting for Stock-Based Compensation At September 30, 2024, we maintained 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 Stockholders’ Equity of these consolidated financial statements. We account for stock-based compensation awards in accordance with ASC 718, Compensation-Stock Compensation .
Cost of Subscription and Perpetual License Cost of subscription and perpetual licenses of $3.4 million in fiscal 2023 increased slightly from fiscal 2022.
Cost of Subscription and Perpetual License Cost of subscription and perpetual licenses of $3.4 million in fiscal 2024 increased slightly from fiscal 2023.
Determine the transaction price - The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding sales taxes that are collected on behalf of government agencies. 4.
Determine the transaction price - The transaction price is the amount of consideration to which we expect to be entitled to in exchange for transferring goods or services to a customer, excluding sales taxes that are collected on behalf of government agencies. 4.
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.
We base 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.
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.
If the consideration promised in a contract includes a variable amount, for example, overage fees, contingent fees or service level penalties, we include an estimate of the amount we expect to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur.
Further, our ability to offer or sell such securities may be limited by rules of the Nasdaq Stock Market. Off-Balance Sheet Arrangements At this time, the Company does not have any off-balance sheet arrangements, financings or other relationships with unconsolidated entities or other persons, other than our operating leases. Contractual Obligations We lease all of our office locations.
Further, our ability to offer or sell such securities may be limited by rules of the Nasdaq Capital Market. Off-Balance Sheet Arrangements At this time, we do not have any off-balance sheet arrangements, financings or other relationships with unconsolidated entities or other persons, other than our operating leases. Contractual Obligations We lease all of our office space locations.
Revenue Recognition Overview The Company derives its revenue from two sources: (i) Subscription and Perpetual Licenses, which are comprised of software 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 search.
Revenue Recognition Overview We derive our revenue from two sources: (i) Subscription and Perpetual Licenses, which are comprised of software 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 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.
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 our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
Debt payments on the Company’s various debt obligations total $0.7 million of which $0.3 million is expected to be paid in the next twelve months. 21 Critical Accounting Policies and Estimates These critical accounting policies and estimates by our management should be read in conjunction with Note 2, Summary of Significant Accounting Policies to the Consolidated Financial Statements that were prepared in accordance with U.S.
Debt payments on our various debt obligations total $0.5 million of which $0.3 million is expected to be paid in the next twelve months. 19 Table of Contents Critical Accounting Policies and Estimates These critical accounting policies and estimates by our management should be read in conjunction with Note 2, Summary of Significant Accounting Policies to the Consolidated Financial Statements that were prepared in accordance with U.S.
The first partner category includes platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, Shopify and others. The Bridgeline software often embeds directly into these platforms through connectors and SDK solutions that Bridgeline develops in concert with each platform.
The first partner category includes platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, Shopify and others. Our software often embeds directly into these platforms through connectors and SDK solutions that we develop in concert with each platform.
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.
There can be no assurances that we will offer any securities for sale or that if we do offer any securities that we will be successful in selling any portion of the securities offered on a timely basis if at all, or on terms acceptable to us.
The Company determines the SSP of its goods and services based upon the historical average sales prices for each type of software license and professional services sold. 5. Recognize revenue as the performance obligations are satisfied - Revenue is recognized when or as control of the promised goods or services is transferred to customers.
We determine the SSP of our goods and services based upon the historical average sales prices for each type of software license and professional services sold. 5. Recognize revenue as the performance obligations are satisfied - Revenue is recognized when or as control of the promised goods or services is transferred to customers.
However, if performed, Section 382 may be found to limit potential future utilization of our NOL carryforwards. The Company also has approximately $45.4 million in state NOLs which expire on various dates through 2041.
However, if performed, Section 382 may be found to limit potential future utilization of our NOL carryforwards. The Company also has approximately $50.2 million in state NOLs which expire on various dates through 2044.
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.
A complete description of the types of securities that we may sell is described in the Preliminary Prospectus contained in the Shelf Registration Statement. As of the date of the filing of this Annual Report, there are no active offerings for the sale or obligations to purchase any of our securities pursuant to the Shelf Registration Statement.
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.
Accounting for Business Combinations We allocate the amount we pay 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 re-measures this liability each reporting period and recognizes changes in the fair value through income (loss) before income taxes within the consolidated statements of operations. Accounting for Common Stock Purchase Warrants The Company evaluates common stock warrants as they are issued to determine whether they should be classified as an equity instrument or a liability.
We re-measure this liability each reporting period and recognizes changes in the fair value through income (loss) before income taxes within the consolidated statements of operations. 21 Table of Contents Accounting for Common Stock Purchase Warrants We evaluate common stock warrants as they are issued to determine whether they should be classified as an equity instrument or a liability.
The gross obligations for operating leases and subleases is $0.4 million of which $0.2 million is expected in the next twelve months.
The gross obligations for operating leases and subleases is $0.2 million of which $0.2 million is expected to be paid in the next twelve months.
We had a net loss for fiscal 2023 of $9.4 million, which included income of approximately $0.6 million as a result of the change in fair value of certain warrant liabilities, and a goodwill impairment charge of $7.5 million in fiscal 2023, compared with a net income of $2.1 million, which included income of approximately $3.7 million as a result of the change in fair value of certain warrant liabilities fiscal 2022.
We had a net loss for fiscal 2024 of $(2.0) million, which included a gain of approximately $0.1 million as a result of the change in fair value of certain warrant liabilities, compared with a net loss of $(9.4) million, which included a gain of approximately $0.6 million as a result of the change in fair value of certain warrant liabilities, and a goodwill impairment charge of $7.5 million in fiscal 20 23.
Research and development expense as a percentage of total revenue increased to 23% in fiscal 2023 compared to 19% for fiscal 2022.
Research and development expense as a percentage of total revenue increased to 27% in fiscal 2024 compared to 23% for fiscal 2023.
The decrease compared to the prior period is primarily attributable to lower personnel costs and marketing spend on leads and conferences. General and Administrative Expenses General and administrative expenses of $3.2 million in fiscal 2023 decreased $0.2 million, or 6%, from $3.4 million in fiscal 2022.
The decrease compared to the prior period is primarily attributable to lower personnel costs and lower marketing spend on leads and conferences. General and Administrative Expenses General and administrative expenses of $3.3 million in fiscal 2024 increased $0.1 million, or 3%, from $3.2 million in fiscal 2023.
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.
We may offer and sell, from time to time, in one or more offerings, up to $50 million of our debt or equity securities, or any combination thereof.
Change in fair value of warrant liabilities The Company recognized a gain related to the change in fair value of warrant liabilities of $0.6 million for fiscal 2023, and a gain related to the change in fair value of warrant liabilities of $3.7 million for fiscal 2022.
Change in fair value of warrant liabilities The Company recognized a gain related to the change in fair value of warrant liabilities of $0.1 million for fiscal 2024, and a gain related to the change in fair value of warrant liabilities of $0.6 million for fiscal 2023.
Subscription and perpetual license revenue as a percentage of total revenue decreased to 80% in fiscal 2023 from 81% in fiscal 2022. Digital Engagement Services Digital engagement services revenue is comprised of implementation and retainer-related services. Total revenue from digital engagement services of $3.1 million in fiscal 2023 decreased 4% from $3.3 million in fiscal 2022.
Subscription and perpetual license revenue as a percentage of total revenue decreased to 79% in fiscal 2024 from 80% in fiscal 2023. Digital Engagement Services Digital engagement services revenue is comprised of implementation and retainer-related services. Total revenue from digital engagement services of $3.2 million in fiscal 2024 increased 3% from $3.1 million in fiscal 2023.
Digital engagement services revenue as a percentage of total revenue increased to 20% in fiscal 2023 from 19% in fiscal 2022. Cost of Revenue Total cost of revenue for fiscal 2023 of $5.0 million decreased $0.1 million, or 2% compared to the prior period.
Digital engagement services revenue as a percentage of total revenue increased to 21% in fiscal 2024 from 20% in fiscal 2023. Cost of Revenue Total cost of revenue for fiscal 2024 of $4.9 million decreased $(0.1) million, or (2)% compared to the prior period.
Subscription and Perpetual Licenses Revenue from Subscription and perpetual licenses decreased $0.8 million, or 6%, to $12.7 million in fiscal 2023 from $13.6 million in fiscal 2022. The decrease compared to the prior period included a reduction in revenue from a particular customer.
Subscription and Perpetual Licenses Revenue from Subscription and perpetual licenses of $12.1 million in fiscal 2024 decreased $(0.6) million, or (5)%, from $12.7 million in fiscal 2023. The decrease compared to the prior period included a reduction in revenue from a particular customer.
As of September 30, 2023 and 2022, the Company had a valuation allowance on its net deferred tax assets of $10.8 million and $10.5 million, respectively. The Federal NOL carryforward is approximately $37.3 million as of September 30, 2023 of which $29.6 million is subject to the 20-year carryforward and expire on various dates through 2038.
As of September 30, 2024 and 2023, the Company had a valuation allowance on its net deferred tax assets of $11.3 million and $10.8 million, respectively. The federal NOL carryforward is approximately $36.8 million as of September 30, 2024 of which $29.0 million is subject to the 20-year carryforward and expires on various dates through 2038.
Capital Resources and Liquidity Outlook 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.
Capital Resources and Liquidity Outlook We have historically incurred operating losses and used cash on hand and from financing activities to fund operations as well as develop new products. We believe that future revenues and cash flows will supplement our working capital and that we have an appropriate cost structure to support future revenue growth.
Cash used in financing activities during both fiscal 2023 and fiscal 2022 was primarily related to payments of long-term debt and deferred purchase price and contingent consideration payments related to acquisitions completed during fiscal 2021.
Financing Activities Cash used in financing activities was $(0.2) million during fiscal 2024 compared with $(0.6) million during fiscal 2023. Cash used in financing activities during both fiscal 2024 and fiscal 2023 was primarily related to payments of long-term debt, and in fiscal 2023, deferred purchase price and contingent consideration payments related to acquisitions completed during fiscal 2021.
Investing Activities Cash used in investing activities was $25 thousand during fiscal 2023 compared to cash used in investing activities of $0.2 million during fiscal 2022. Cash used in investing activities during fiscal 2023 related primarily to purchases of property and equipment.
Investing Activities Cash used in investing activities was $(29) thousand during fiscal 2024 compared to cash used in investing activities of $(25) thousand during fiscal 2023. Cash used in investing activities during fiscal 2024 and 2023 was related primarily to purchases of property and equipment.
Cost of Digital Engagement Services Cost of digital engagement services decreased 6%, to $1.7 million in fiscal 2023 from $1.8 million in fiscal 2022. The cost of total digital engagement services as a percentage of total digital engagement services revenue decreased to 52% in fiscal 2023 from 54% in fiscal 2022.
Cost of Digital Engagement Services Cost of digital engagement services of $1.5 million in fiscal 2024 decreased (7)%, from $1.7 million in fiscal 2023. The cost of total digital engagement services as a percentage of total digital engagement services revenue decreased to 48% in fiscal 2024 from 52% in fiscal 2023.
Basic net loss per share attributable to common stockholders for fiscal 2023 was $(0.91) compared with the equivalent basic net income per share attributable to common stockholders of $0.21 for fiscal 2022.
Basic and diluted net loss per share attributable to common stockholders for fiscal 2024 was $ (0.19) compared with the equivalent basic and diluted net loss per share attributable to common stockholders of $ (0.91) for fiscal 2023 .
The loss from operations for fiscal 2023 was $9.9 million, compared with a loss from operations of $1.9 million for fiscal 2022.
The loss from operations for fiscal 2024 was $(2.0) million, compared with a loss from operations of $(9.9) million for fiscal 2023.
GAAP operating performance measure) to Adjusted EBITDA: Year Ended September 30, 2023 2022 Net income (loss) $ (9,435 ) $ 2,145 Provision for income tax (94 ) 30 Change in fair value of contingent consideration, interest expense and other, net 189 (417 ) Change in fair value of warrants (575 ) (3,655 ) Amortization of intangible assets 1,378 1,487 Depreciation and other amortization 177 121 Goodwill impairment 7,517 - Restructuring and acquisition related charges 132 164 Stock-based compensation 402 321 Adjusted EBITDA $ (309 ) $ 196 20 Liquidity and Capital Resources Cash Flows Operating Activities Cash provided by operating activities was $0.3 million during fiscal 2023 compared to cash used in operating activities of $0.1 million during fiscal 2022.
GAAP operating performance measure) to Adjusted EBITDA: Year Ended September 30, 2024 2023 Net loss $ (1,961 ) $ (9,435 ) Provision for (benefit from) income tax (43 ) (94 ) Interest expense and other, net 61 189 Change in fair value of warrants (76 ) (575 ) Amortization of intangible assets 982 1,378 Depreciation and other amortization 130 177 Goodwill impairment - 7,517 Restructuring and acquisition related charges 210 132 Stock-based compensation 505 402 Adjusted EBITDA $ (192 ) $ (309 ) Liquidity and Capital Resources Cash Flows Operating Activities Cash used in operating activities was $(0.8) million during fiscal 2024 compared to cash provided by operating activities of $0.3 million during fiscal 2023.
The second category includes web-development agencies which typically have deep relationships with end-customers and have the technical expertise to implement the Bridgeline software solutions according to client needs, platform requirements, and industry standards. Goodwill and Intangible Asset Impairment During the year ended September 30, 2023, the Company recognized a goodwill impairment charge of $7.5 million.
The second category includes web-development agencies which typically have deep relationships with end-customers and have the technical expertise to implement our software solutions according to client needs, platform requirements, and industry standards. Goodwill and Intangible Asset Impairment There were no goodwill impairment charges recognized during the year ended September 30, 2024.
We recognize 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. 19 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 income/expense, 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”).
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 income/expense, 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”).
For the years ended September 30, 2023 and 2022, no customers exceeded 10% of the Company’s total revenue. 16 Summary of Results of Operations Total revenue for the fiscal year ended September 30, 2023 (“fiscal 2023”) decreased to $15.9 million from $16.8 million for the fiscal year ended September 30, 2022 (“fiscal 2022”).
For the years ended September 30, 2024 and 2023, no customers exceeded 10% of our total revenue. 15 Table of Contents Summary of Results of Operations Total revenue for the fiscal year ended September 30, 2024 (“fiscal 2024”) decreased to $15.4 million from $15.9 million for the fiscal year ended September 30, 2023 (“fiscal 2023”).
Invoicing for digital engagement services are either monthly or upon achievement of milestones and payment terms for such billings are within the standard terms described above. Invoices for subscriptions and hosting are typically issued monthly and are generally due in the month of service.
Payment terms may vary by customer but generally do not exceed 45 days from invoice date. Invoicing for digital engagement services are either monthly or upon achievement of milestones and payment terms for such billings are within the standard terms described above. Invoices for subscriptions and hosting are typically issued monthly and are generally due in the month of service.
These decreases are primarily due to the overall decrease in personnel costs. Gross Profit Gross profit of $10.9 million decreased $0.8 million, or 7%, in fiscal 2023 compared to $11.7 million for fiscal 2022. The gross profit margin decreased to 68% for fiscal 2023 compared to 70% for fiscal 2022.
These decreases are primarily due to the overall decrease in personnel costs. Gross Profit Gross profit of $10.4 million decreased $(0.4) million, or (4)%, in fiscal 2024 compared to $10.9 million for fiscal 2023. The gross profit margin remained consistent at 68% for fiscal 2024 and 2023.
The cost of subscription and perpetual licenses as a percentage of subscription and perpetual license revenue increased to 26% in fiscal 2023 from 25% in fiscal 2022. These increases are primarily due to the overall decrease in subscription and perpetual license revenue.
The cost of subscription and perpetual licenses as a percentage of subscription and perpetual license revenue increased to 28% in fiscal 2024 from 26% in fiscal 2023. This increase is primarily due to the overall decrease in subscription and perpetual license revenue.
Change in fair value of contingent consideration, interest expense and other, net The change in fair value of contingent consideration, interest expense and other, net, was $0.2 million of expense in fiscal 2023, which primarily consisted of non-recurring non-operating costs, compared to $0.4 million of income in fiscal 2022, which primarily consisted of the change in fair value of contingent consideration.
Interest expense and other, net Interest expense and other, net, was $(0.1) million of income in fiscal 2024, which primarily consisted of non-recurring non-operating costs, compared to $(0.2) million of income in fiscal 2023, which primarily consisted of non-recurring operating costs.
Operating Expenses Sales and Marketing Expenses Sales and marketing expenses of $4.8 million in fiscal 2023 decreased $0.5 million, or 9%, from $5.2 million in fiscal 2022. Sales and marketing expense as a percentage of total revenue decreased to 30% in fiscal 2023 compared to 31% in fiscal 2022.
Operating Expenses Sales and Marketing Expenses Sales and marketing expenses of $3.7 million in fiscal 2024 decreased $(1.0) million, or (22)%, from $4.8 million in fiscal 2023. Sales and marketing expense as a percentage of total revenue decreased to 24% in fiscal 2024 compared to 30% in fiscal 2023.
We recognize 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. 24
We recognize 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. 22 Table of Contents Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not required.
There were no goodwill impairment charges recognized during the year ended September 30, 2022. Acquisitions Bridgeline will continue to evaluate expanding its distribution of its suite of products and interactive development capabilities through acquisitions. We may make additional acquisitions in the foreseeable future.
During the year ended September 30, 2023, we recognized a goodwill impairment charge of $7.5 million. Acquisitions We continue to evaluate expanding the distribution of our suite of products and interactive development capabilities through acquisitions. We may make additional acquisitions in the foreseeable future.
General and administrative expense as a percentage of revenue was 20% in fiscal 2023 and fiscal 2022. These decreases are primarily due to lower personnel costs. Research and Development Research and development expense of $3.7 million in fiscal 2023 increased $0.5 million, or 14%, from $3.2 million in fiscal 2022.
General and administrative expense as a percentage of revenue was 21% in fiscal 2024 compared to 20% in fiscal 2023. These increases compared to the prior period are primarily attributable to higher personnel costs. Research and Development Research and development expense of $4.2 million in fiscal 2024 increased $0.5 million, or 13%, from $3.7 million in fiscal 2023.
Revenue from hosting is recognized ratably over the service period, ranging from one to three-year terms. The Company recognizes revenue from professional services as the services are provided. Customer Payment Terms Payment terms with customers typically require payment 30 days from invoice date. Payment terms may vary by customer but generally do not exceed 45 days from invoice date.
Revenue from hosting is recognized ratably over the service period, ranging from one to three-year terms. We recognize revenue from professional services as the services are provided. 20 Table of Contents Customer Payment Terms Payment terms with customers typically require payment 30 days from invoice date.
These increases compared to the prior period are primarily attributable to higher personnel costs. 18 Depreciation and Amortization Depreciation and amortization expense of $1.5 million in fiscal 2023 decreased by $0.1 million, or 4%, from $1.6 million in fiscal 2022. Depreciation and amortization as a percentage of total revenue remained consistent at 10% in fiscal 2023 and 2022.
These increases compared to the prior period are primarily attributable to higher personnel costs. 17 Table of Contents Depreciation and Amortization Depreciation and amortization expense of $1.1 million in fiscal 2024 decreased by $(0.4) million, or (29)%, from $1.5 million in fiscal 2023.
Goodwill Impairment During the year ended September 30, 2023, the Company recognized a goodwill impairment charge of $7.5 million. There were no goodwill impairment charges recognized during the year ended September 30, 2022. Restructuring and Acquisition Related Expenses Restructuring and acquisition related expenses was $0.1 million in fiscal 2023, compared to $0.2 million in fiscal 2022.
During the year ended September 30, 2024, there were no goodwill impairment charges recognized. Restructuring and Acquisition Related Expenses Restructuring and acquisition related expenses was $0.2 million in fiscal 2024. During fiscal 2024, expenses incurred were related to severance and merger and acquisition costs, and during fiscal 2023, expenses incurred were related to further acquisition integrations.
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 a five-step model, which is described below: 1. Identify the customer contract; 2. Identify performance obligations that are distinct; 3. Determine the transaction price; 4.
Our subscription service arrangements are non-cancelable and do not contain refund-type provisions. Revenue is reported net of applicable sales and use tax. We recognize revenue from contracts with customers using a five-step model, as described below: 1.
Overview Bridgeline Digital is a marketing technology company that offers a suite of products that help companies grow online revenue and share information with customers, partners, and employees. 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.
All of our software is available through a cloud-based Software as a Service (“SaaS”) model, whose flexible architecture provides customers hosting and support.
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. 23 Accounting for Goodwill and Intangible Assets Goodwill is tested for impairment annually during the fourth quarter of every fiscal year and more frequently if events and circumstances indicate that the asset might be impaired.
Accounting for Goodwill and Intangible Assets Goodwill is tested for impairment annually during the fourth quarter of every fiscal year and more frequently if events and circumstances indicate that the asset might be impaired.
Bridgeline's product offerings include: HawkSearch: a site search, recommendation, and personalization software application, built for marketers, merchandisers, and developers to enhance, normalize, and enrich an online customer's content search and product discovery experience. Celebros Search: a commerce-oriented site search product that provides Natural Language Processing with artificial intelligence to present relevant search results based on long-tail keyword searches.
Our product offerings include: HawkSearch: a site search, recommendation, and personalization software application, built for marketers to enhance, normalize, and enrich an online customer's content search and product discovery experience. Celebros Search: a commerce-oriented site search product that provides Natural Language Processing with artificial intelligence to present relevant search results based on long-tail keyword searches. Woorank: a Search Engine Optimization (“SEO”) audit tool that generates an instant performance audit of the site’s technical, on-page, and off-page SEO. Unbound: a Digital Experience Platform that includes Web Content Management, eCommerce, Digital Marketing, and Web Analytics. TruPresence: a web content management and eCommerce platform that supports the needs of multi-unit organizations and franchises. OrchestraCMS: 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. 14 Table of Contents Sales and Marketing We employ a direct sales force, which focuses its efforts on selling to mid-sized and large companies.
During fiscal 2023 expenses incurred were related to severance and merger and acquisition costs and during fiscal 2022 expenses incurred were related to further acquisition integrations. Loss from Operations The loss from operations was $9.9 million for fiscal 2023 compared to a loss from operations of $1.9 million for fiscal 2022, a decrease of $8.0 million or 423%.
Loss from Operations The loss from operations was $(2.0) million for fiscal 2024 compared to a loss from operations of $(9.9) million for fiscal 2023, a decrease of $(7.9) million or (80)%. The decrease is primarily due to the goodwill impairment in fiscal 2023.
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Woorank: a Search Engine Optimization (“SEO”) audit tool that generates an instant performance audit of the site’s technical, on-page, and off-page SEO. Unbound: a Digital Experience Platform that includes Web Content Management, eCommerce, Digital Marketing, and Web Analytics. TruPresence: a web content management and eCommerce platform that supports the needs of multi-unit organizations and franchises.
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Overview We are a an AI-powered marketing technology company that offers a suite of products that help companies grow online revenue by driving more visitors to their websites, converting more visitors to purchasers, and increasing average order value per purchaser.
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OrchestraCMS: 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. 15 Sales and Marketing Bridgeline employs a direct sales force, which focuses its efforts on selling to mid-sized and large companies.
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Depreciation and amortization as a percentage of total revenue decreased to 7% in fiscal 2024 compared to 10% for fiscal 2023 . The decrease was due to intangible assets that became fully amortized. Goodwill Impairment During the year ended September 30, 2023, the Company recognized a goodwill impairment charge of $7.5 million.
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Diluted net loss per share attributable to common stockholders for fiscal 2023 was $(0.91) compared with the equivalent diluted net income per share attributable to common stockholders of $0.20 for fiscal 2022.
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Accounts Receivable The allowance for credit losses is determined based upon a variety of judgments and factors. Factors considered in determining the allowance include historical collection, write-off experience, and management’s assessment of collectability from customers, including current conditions, reasonable forecasts, and expectations of future collectability and collection efforts.
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The decrease in the gross profit margin for fiscal 2023 compared to fiscal 2022 is primarily attributable to the decrease in the proportion of subscription and perpetual license revenue, which is generally associated with higher margins, to digital engagement service revenue.
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Management continuously assesses the collectability of receivables and adjusts estimates based on actual experience and future expectations based on economic indicators. Management also monitors the aging analysis of receivables to determine if there are changes in the collections of accounts receivable. Receivable balances are written-off against the allowance for credit losses when such balances are deemed to be uncollectible.
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The acquisition of HawkSearch during the third quarter of fiscal 2021 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.
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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 fiscal 2021.
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Cash used in investing activities during fiscal 2022 was primarily related to capitalized software development costs and purchases of property and equipment. Financing Activities Cash used in financing activities was $0.6 million during fiscal 2023 compared with $5.5 million during fiscal 2022.

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