Bridgeline Digital, Inc 8-K/A, filed May 17, 2021

Bridgeline Digital, Inc. (BLIN)

8-K/A 2021-05-17 For: 2021-02-25

View Original

Added on April 07, 2026

About this 8-K/A

Bridgeline Digital, Inc filed this 8-K/A on May 17, 2021, reporting on events of February 25, 2021.

Items reported

Item 9.01: Financial statements and exhibits

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware	001-33567	52-2263942
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	BLIN	Nasdaq Capital Market

	2.1*	Share Purchase Agreement, by and between the Company and Woorank SRL., dated February 2, 2021, incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K, filed February 3, 2021.

	23.1	Consent of PKF-VMB Bedrijfsrevisoren CVBA Independent Auditor of Woorank SRL

	99.1	Audited financial statements of Woorank SRLfor the year ended December 31, 2020 and Independent Auditor’s Report thereon.

	99.2	Unaudited pro forma condensed combined financial statements and explanatory notes for Bridgeline Digital Inc. and Woorank SRL as of September 30, 2020 and for the six months ended March 31, 2021.

	BRIDGELINE DIGITAL, INC.
	(Registrant)



	By:	/s/Mark G. Downey
		Mark G. Downey
		Chief Financial Officer and Treasurer

1	Independent Auditors’ Report	4
2	Statement of Profit and Loss	6
3	Statement of Financial Position	7
4	Statement of Changes in Equity	8
5	Statement of Cash Flows	9
6	Notes to the Financial Statements	10
6.1.	General	10
6.1.1.	Reporting Entity	10
6.1.2.	Material Events in the Reporting Period	10
6.2.	Basis of preparation	11
6.2.1.	Statement of Compliance	11
6.2.2.	Currency	11
6.2.3.	Basis of Measurement	11
6.2.4.	Significant Accounting Estimates and Judgements	12
6.3.	Summary of Significant Accounting Policies	13
6.3.1.	Foreign Currency Translation	13
6.3.2.	Revenue	13
6.3.3.	Intangible assets	14
6.3.4.	Property and equipment	14
6.3.5.	Impairment of assets	15
6.3.6.	Non-current assets held for sale	15
6.3.7.	Financial assets	16
6.3.8.	Cash and cash equivalents	16
6.3.9.	Share Capital	16
6.3.10.	Financial liabilities	17
6.3.11.	Taxes	17
6.3.12.	Employee Benefits	18
6.3.13.	New Standards, Amendments to Standards and Interpretations not yet adopted	18
6.4.	Revenue from contract with customers	20
6.4.1.	Dissaggregation of revenue from contracts with customers	20
6.4.2.	Contract liabilities	20
6.4.3.	Remaining performance obligations	21
6.5.	Disclosure of Expenses	21

6.6.	Employee benefit expenses	22
6.7.	Finance expenses	22
6.8.	Income Tax	23
6.9.	Trade and Other Receivables	24
6.10.	Goodwill and impairment testing	24
6.11.	Property and equipment	25
6.12.	Cash and Cash Equivalents	25
6.13.	Assets classified as held for sale	26
6.14.	Capital and Reserves	26
6.15.	Employment benefit liabilities	26
6.16.	Loans and borrowings	27
6.17.	Trade payables	30
6.18.	Other payables	30
6.19.	Financial Instruments	31
6.20.	Financial Risk Management	31
6.21.	Related Party Transactions	33
6.22.	Subsequent Events	34

		Year ended
		December 31, 2020

	Notes	EUR
Revenue	6.4		1,637,336
Cost of services	6.5		(337,765	)
Gross Profit			1,299,571

Research and development expenses	6.5		(617,722	)
Selling, general and administrative expenses	6.5		(502,296	)
Other operating income			3,104
Profit from operations			182,657

Finance expenses	6.7		(74,057	)
Profit before tax			108,600

Income tax	6.8		0
Profit for the year			108,600
Other comprehensive income for the year			0
Total comprehensive income for the year			108,600

	Notes	Year ended December 31, 2020

		EUR
Assets
Non-current assets
Goodwill	6.10		2,669,250
Property and equipment	6.11		4,260
Other non-current assets			1,850
Total non-currents assets			2,675,360

Current assets
Trade receivables	6.9		24,955
Other receivables	6.9		39,356
Prepayments and other short-term assets			17,126
Cash and cash equivalents	6.12		439,336
			520,773
Assets classified as held for sale	6.13		200,000
Total current assets			720,773
Total assets			3,396,133
Equity
Capital	6.14		2,341,766
Accumulated profit of the period			(1,404,882	)
Total equity			936,884
Non-current liabilities
Long-term bank loans	6.16		618,730
Total non-current liabilities			618,730
Current liabilities
Current portion of long term bank loans	6.16		360,159
Other loans	6.16		1,173,002
Trade payables	6.17		52,644
Other payables	6.18		59,297
Contract liabilities	6.4.2		195,417
Total current liabilities			1,840,519
Total liabilities			2,459,249
Total equity and liabilities			3,396,133

		Year ended December 31, 2020

	Notes	EUR

Operating activities
Profit for the year			108,600
Adjustments for:
Depreciation of property and equipment	6.11		2,528
Finance expenses			74,057
Subtotal			185,185

Changes in working capital
Decrease in trade receivables and other receivables			13,752
Increase in prepayments and other short-term assets			(593	)
Decrease in trade payables and other payables			(97,216	)
Cash generated from operations			101,128
Net cash flows from operating activities			101,128

Investing activities
Purchase of property and equipment	6.11		0

Net cash used in investing activities			0

Financing activities
Proceeds from long-term borrowings	6.16		400,000
Repayment of bank loans			(162,322	)
Repayment of other loans			(57,080	)
Interest paid on bank loans			(14,492	)
Interest paid on other loans			(16,886	)
Net cash from financing activities			149,220

Net increase in cash and cash equivalents			250,348

Cash and cash equivalents at beginning of the year			188,988
Cash and cash equivalents at end of the year	6.12		439,336

		For the year ended December 31, 2020
	Timing of revenue recognition	EUR

Subscriptions	Over time		1,528,344
Other	Over time		108,992

Total			1,637,336

	For the year ended December 31, 2020

	EUR

Belgium		437,367
United States		1,129,497
The rest of the world		70,472

Total		1,637,336

	Year ended December 31, 2020

	EUR

Trade receivables, net		24,955

Contract liabilities		195,417
Current		195,417

	For the year ended December 31, 2020

	EUR
Expenses by type

Cost of services		(337,765	)
Research and development expenses		(617,722	)
Selling, general and administrative expenses		(502,296	)

Total		(1,457,783	)

	For the year ended December 31, 2020

	EUR

Wages and salaries		(285,343	)
Social security		(49,999	)
Contractors		(634,913	)
Management fees and expenses		(122,546	)
Other benefits		(20,023	)

Total		(1,112,824	)

	For the year ended December 31, 2020

	EUR

Profit for the year		108,600
Income tax expense		0
Profit before income taxes		108,600

Tax using the Company’s domestic tax rate of 25%		27,150
Tax expense in the income statement		0
Difference to explain		27,150


Expenses not deductible for tax purposes		871
Temporary differences		(21.352	)
Use of existing tax losses		(6.669	)

Total		(27,150	)

	Year ended December 31, 2020

	EUR

Tax losses		2,914
Timing differences		16,005
Total		18,919

	Year ended December 31, 2020
	EUR
Trade receivables		24,955

Other receivables		39,356
VAT receivable		14,356
Belgian income tax receivable		25,000

Total trade and other receivables		64,311

	Year ended December 31, 2020
	EUR

Discount rate		12,31	%
EBITDA margin		10,00	%
Growth rate beyond budgeted period		0

	Year ended December 31, 2020
	EUR
Cash and cash equivalents
Bank balance		439,336
Total cash and equivalents		439,336

	Year ended December 31, 2020
	EUR
Presented under current liabilities – other payables
Accrual for annual leave		37,662
Other		165
Total short-term employee benefits		37,827

	Year ended December 31, 2020
	EUR
Long term bank loans		618,730
Non-current		618,730

Short term bank loans		360,159
Other loans		1,173,002
Current		1,533,161
Total loans and borrowings		2,151,891

Identity of Borrower	Type	Loan date	Original loan amount (in EUR)	Interest Mechanism	Payment date of Principal	Other Material Terms	Amortized cost At December 31, 2020
The Company	Loan from former controlling shareholder	June 10, 2015 as amended on December 20, 2016	300,000 EUR	4% annually (no number of days as basis for calculation determined)	No date determined but may be repaid if and when the Company is able to but is repayable at first request of the lender. At the reporting period the loan is still outstanding for its nominal amount.	Subordinated to the payment of the Vendor Loan from a former shareholder and to the Belfius loans (investment credits).	247,502
The Company	Loan from others	March 27, 2015 as amended from time to time and for the last time on May 31, 2016	1,500,000 EUR	No interests due, except in case of late payment of instalments, being 3% annually pro rata temporis on all amounts which are due at instalment date. The amount of interests will be added to the final tranche of the loan	Remaining instalments 400,000 EUR instalment date at July 1, 2019 500,000 EUR instalment date July 1, 2020 57,080 EUR payable and paid in the course of 2020	The lender remains owner of the “Woorank” trademark until payment of the last instalment of the vendor loan.	925,500
Total Other loans							1,173,002

	Year ended December 31, 2020
	EUR
Trade payables
Outstanding supplier balances		32,257
Accrued charges		20,387
Total trade payables		52,644

	Year ended December 31, 2020
	EUR
Other payables
Foreign VAT payable		12,573
Employee benefits		37,827
Current account with former shareholder		8,790
Other		107
Total other payables		59,297

		Year ended December 31, 2020
	Categories	EUR
Financial assets
Trade and other receivables	FAAC (*)		64,311
Cash and cash equivalents	FAAC (*)		439,336
Total			503,647

Financial liabilities
Loans and borrowings	FLAC (**)		2,151,891
Trade and other payables	FLAC (**)		111,940
Total			2,263,831

		EUR				USD				GBP				AUD
Cash and cash equivalents			240,609				185,813				11,409				1,505

	< 3 months		Between 3 months and 1 year		Between 1 and 2 years		Between 2 and 5 years		More than 5 years		Total
Loans & borrowings		1,074,854		277,311		612,045		237,511		98,218		2,299,939
Trade & other payables		111,941		0		0		0		0		111,941
At December 31 2020		1,186,795		277,311		612,045		237,511		98,218		2,411,880

	For the year ended December 31, 2020
	EUR
Management fees and expenses – research and development expenses		147,832
Management fees and expenses – selling, general and administrative expenses		68,028
Total		215,860

	Year ended December 31, 2020
	EUR
Presented under loans and borrowings
Other loans – loan with related parties		247,502
Presented under other payables
Current account with related parties		8,790
Total		256,292

Cash, including deferred cash payable	$	711
Common stock (29,433 shares at $3.38 per share)		99
Seller’s note		352
Contingent consideration (earn-outs)		1,617
Total consideration paid	$	2,779

Assets acquired:
Cash	$	627
Non-cash current assets		351
Property and equipment		5
Intangible assets:
Acquired software		282
Customer relationships		1,280
Domain and trade names		116
Goodwill		2,461
Total assets acquired		5,122
Liabilities assumed:
Current liabilities		198
Assumed debt obligations		2,145
Total liabilities assumed		2,343

Total consideration paid	$	2,779

	Historical			Historical
	Bridgeline			Woorank			Pro Forma	Pro Forma
	Digital			SRL			Adjustments	Combined
Revenue:
Digital engagement services	$	3,409		$	-			$	3,409
Subscription and perpetual licenses		7,498			1,963				9,461
Total revenue		10,907			1,963				12,870

Cost of revenue:
Digital engagement services		1,831			-				1,831
Subscription and perpetual licenses		2,676			405				3,081
Total cost of revenue		4,507			405				4,912
Gross profit		6,400			1,558				7,958

Operating expenses:
Sales and marketing		2,614			-				2,614
General and administrative		2,455			599				3,054
Research and development		1,641			740				2,381
Depreciation and amortization		968			3				971
Goodwill impairment charge		-			-				-
Restructuring and acquisition-related		366			-				366
Total operating expenses		8,044			1,343				9,387
Income (loss) from operations		(1,644	)		215				(1,429	)
Interest and other, net		(7	)		(85	)			(92	)
Government grant income (Note 10)		960			-				960
Change in fair value of warrant liabilities		1,028			-				1,028
Income (loss) before income taxes		337			130				467
Provision for income taxes		11			-				11
Net income (loss)	$	326			130			$	456
Dividends on convertible preferred stock		(106	)		-				(106	)
Deemed dividend on amendment of Series A convertible
preferred stock		(2,314	)		-				(2,314	)
Net income (loss) applicable to common shareholders	$	(2,094	)		130			$	(1,964	)
Net income/(loss) per share attributable to common shareholders:
Basic	$	(0.59	)					$	(0.55	)
Diluted	$	(0.59	)					$	(0.55	)
Number of weighted average shares outstanding:
Basic		3,555,032							3,555,032
Diluted		3,555,032							3,555,032