8-K

UNITED STATED

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 16, 2021

BRIDGELINE DIGITAL, INC.

(Exact name of registrant as specified in its charter)

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

100 Sylvan Road , Suite G-700

Woburn

, MA 01801

(Address of principal executive offices, including zip code)

(781) 376-5555

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

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Item 2.02. Results of Operations and Financial Condition

On August 16, 2021, Bridgeline Digital, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal third quarter ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall expressly set forth by specific references in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release issued by Bridgeline Digital, Inc., dated August 16, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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

BRIDGELINE DIGITAL, INC.
By:	/s/ Mark G. Downey
	Mark G. Downey<br><br> <br>Chief Financial Officer

Date: August 17, 2021

ex_276543.htm

Exhibit 99.1

Marketing Technology Software Company

Bridgeline Announces Financial Results for the Second Quarter of Fiscal 2021

Subscription and Licenses Revenue Increases by 8%

Acquisition of Woorank and HawkSearch to Accelerate Growth

Woburn, Mass., May 17, 2021 - Bridgeline Digital, Inc. (NASDAQ: BLIN), a provider of cloud-based Marketing Technology software, today announced financial results for its fiscal second quarter ended March 31, 2021.

“Bridgeline is positioned for strong topline growth and has executed two acquisitions already this year,” said Ari Kahn, Bridgeline’s President and Chief Executive Officer.

“In March, we acquired Woorank to accelerate our eCommerce360 strategy with a strong traffic app to help our customers improve their SEO ranking and it delivers to our business,” continued Mr. Kahn. “In addition to Woorank, this month we announced the acquisition of HawkSearch. HawkSearch builds upon our momentum in the Site Search market to expediate advanced features that helps HawkSearch and Celebros customers further grow their online revenue with stronger conversion, traffic, and average order value.”

Second Quarter Summary:

●	Total revenue, which is comprised of Licenses and Services revenue, was $2.9 million for the quarter ended March 31, 2021 as compared to $2.7 million for the same period in 2020. License revenue grew by 8% and Services decreased by 2%.
●	Subscription and licenses revenue, which is comprised of SaaS licenses, maintenance and hosting revenue and perpetual license revenue increased 8% to $2 million for the quarter ended March 31, 2021, from $1.8 million for the same period in 2020. As a percentage of total revenue, Subscription and licenses revenue increased 2% to 69% of total revenue for the quarter ended March 31, 2021, compared to 67% for the same period in 2020. This increase is attributed to significant multi-year license renewals across our diverse portfolio of Fortune 500 companies and the inclusion of one month of Woorank revenue.
---	---
●	Services revenue decreased 2% or $14,000 to $885,000 for the quarter ended March 31, 2021 as compared to $899,000 for the same period in 2020. As a percentage of total revenue, Services revenue accounted for 31% of total revenue for the quarter ended March 31, 2021, compared to 33% for the same period in 2020. Bridgeline’s overall strategy, called eCommerce 360, has been on increasing recurring subscription revenue with out-of-the-box Apps that require little or no services to implement. This focus and continued growth are expected to further increase our subscription and licenses to services revenue ratio.
---	---
●	Gross profit increased 16% or $254,000 to $1.8 million for the quarter ended March 31, 2021 as compared to $1.6 million for the same period in 2020. Cost of revenue decreased 10% or $118,000 to $1.1 million for the quarter ended March 31, 2021 compared to $1.2 million for the same period in 2020. This decrease is attributable to a reduction within our fixed costs to operate our cloud-based hosting model and variable internal support costs. Gross margin increased to 63% for the quarter ended March 31, 2021, compared to 57% for the same period in 2020. Subscription and licenses gross margin were 70% for three months ended March 31, 2021 as compared to 60% for the same period in 2020. Services gross margin were 46% for the three months ended March 31, 2021 as compared to 49% for the same period in 2020.
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●	Operating expenses decreased 24% or $616,000 to $1.9 million for the quarter ended March 31, 2021 from $2.6 million for the same period in 2020. Included within the quarterly totals as of March 31, 2021 are one month of Woorank costs offset by a reduction within our fixed costs to operate our cloud-based hosting model with Amazon Web Services and variable internal support costs.
●	Operating loss for the quarter ended March 31, 2021 is $127,000 as compared to $1 million for the same period in 2020.
---	---
●	Net loss applicable to common shareholders for the quarter ended March 31, 2021 is $556,000, compared to net income applicable to common shareholders of $795,000 for the same period in 2020. For the quarter ended March 31, 2021, the Warrant Liability independent revaluation which considers the overall fluctuation in our closing market share price as of March 31, 2021 of $2.89 from the previous quarter’s closing market share price of $2.58, resulted in a $418,000 non-cash derivative loss attributable to the change in the fair value of the warrant liabilities offset. For the three months ended March 31, 2020, the net gain attributable to the change in fair value of certain derivative warrant liabilities was $1.8 million, respectively.
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Year to Date Summary:

●	Total revenue, which is comprised of Licenses and Services revenue, was consistent at $5.7 million for the six months ended March 31, 2021 as compared to $5.6 million for the same period in 2020. License revenue grew by 12% and Services decreased by 14%.
●	Subscription and licenses revenue, which is comprised of SaaS licenses, maintenance and hosting revenue and perpetual license revenue increased 12% to $4 million for the six months ended March 31, 2021 from $3.6 million for the same period in 2020. As a percentage of total revenue, Subscription and licenses revenue increased 6% to 70% of total revenue for the six months ended March 31, 2021, compared to 64% for the same period in 2020. This increase is attributed to significant multi-year license renewals across our diverse portfolio of Fortune 500 companies and the inclusion of one month of Woorank revenue.
---	---
●	Services revenue decreased 14% or $273,000 to $1.7 million for the six months ended March 31, 2021 as compared to $2 million for the same period in 2020. As a percentage of total revenue, Services revenue accounted for 30% of total revenue for the six months ended March 31, 2021, compared to 36% for the same period in 2020. Bridgeline’s overall strategy, called eCommerce 360, has been on increasing recurring subscription revenue with out-of-the-box Apps that require little or no services to implement. This focus and continued growth are expected to further increase our subscription and licenses to services revenue ratio.
---	---
●	Gross profit increased 22% or $660,000 to $3.7 million for the six months ended March 31, 2021 as compared to $3 million for the same period in 2020. Cost of revenue decreased 20% or $520,000 to $2 million for the six months ended March 31, 2021 compared to $2.5 million for the same period in 2020. This decrease is attributable to a reduction within our fixed costs to operate our cloud-based hosting model and variable internal support costs. Gross margin increased to 65% for the six months ended March 31, 2021, compared to 54% for the same period in 2020. Subscription and licenses gross margin were 71% for the six months ended March 31, 2021 as compared to 58% for the same period in 2020. Services gross margin were 51% for the six months ended March 31, 2021 as compared to 49% for the same period in 2020.
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●	Operating expenses decreased 27% or $1.4 million to $3.6 million for the six months ended March 31, 2021 from $5 million for the same period in 2020. Included within the six month totals as of March 31, 2021 are one month of Woorank costs offset by offset by a reduction within our fixed costs to operate our cloud-based hosting model with Amazon Web Services and variable internal support costs.
●	Operating income for the six months ended March 31, 2021 is $52,000 as compared to an operating loss of $2 million for the same period in 2020.
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●	Net loss applicable to common shareholders for the six months ended March 31, 2021 is $1.7 million, compared to $1.5 million for the same period in 2020. For the six months ended March 31, 2021, the Warrant Liability independent revaluation which considers the overall fluctuation in our closing market share price as of March 31, resulted in a cumulative $1.9 million non-cash derivative loss attributable to the change in the fair value of the warrant liabilities offset by the government grant income of $88,000 related to the forgiveness of the PPP loan. For the six months ended March 31, 2020, the net gain attributable to the change in fair value of certain derivative warrant liabilities was $2.9 million offset by the deemed dividend on amendment of Series A convertible preferred stock of $2.4 million, respectively.
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Financial Results

Second Quarter

Total revenue, which is comprised of Licenses and Services revenue, was $2.9 million for the quarter ended March 31, 2021 as compared to $2.7 million for the same period in 2020. License revenue grew by 8% and Services decreased by 2%. Subscription and licenses revenue, which is comprised of SaaS licenses, maintenance and hosting revenue and perpetual license revenue increased 8% to $2 million for the quarter ended March 31, 2021, from $1.8 million for the same period in 2020. As a percentage of total revenue, licenses revenue increased 2% to 69% of total revenue for the quarter ended March 31, 2021, compared to 67% for the same period in 2020. This increase is attributed to significant multi-year license renewals across our diverse portfolio of Fortune 500 companies and the inclusion of one month of Woorank revenue. Services revenue decreased 2% or $14,000 to $885,000 for the quarter ended March 31, 2021 as compared to $899,000 for the same period in 2020. As a percentage of total revenue, Services revenue accounted for 31% of total revenue for the quarter ended March 31, 2021, compared to 33% for the same period in 2020.

Gross profit increased 16% or $254,000 to $1.8 million for the quarter ended March 31, 2021 as compared to $1.6 million for the same period in 2020. Cost of revenue decreased 10% or $118,000 to $1.1 million for the quarter ended March 31, 2021 compared to $1.2 million for the same period in 2020. This decrease is attributable to a reduction within our fixed costs to operate our cloud-based hosting model and variable internal support costs. Gross margin increased to 63% for the quarter ended March 31, 2021, compared to 57% for the same period in 2020. Subscription and licenses gross margin were 70% for three months ended March 31, 2021 as compared to 60% for the same period in 2020. Services gross margin were 46% for the three months ended March 31, 2021 as compared to 49% for the same period in 2020.

Operating expenses decreased 24% or $616,000 to $1.9 million for the quarter ended March 31, 2021 from $2.6 million for the same period in 2020. Included within the quarterly totals as of March 31, 2021 are one month of Woorank costs offset by a reduction within our fixed costs to operate our cloud-based hosting model with Amazon Web Services and variable internal support costs, respectively.

Operating loss for the quarter ended March 31, 2021 is $127,000 as compared to $1 million for the same period in 2020.

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Net loss applicable to common shareholders for the quarter ended March 31, 2021 is $556,000, compared to net income applicable to common shareholders of $795,000 for the same period in 2020. For the quarter ended March 31, 2021, the Warrant Liability independent revaluation which considers the overall fluctuation in our closing market share price as of March 31, 2021 of $2.89 from the previous quarter’s closing market share price of $2.58, resulted in a $418,000 non-cash derivative loss attributable to the change in the fair value of the warrant liabilities offset. For the three months ended March 31, 2020, the net gain attributable to the change in fair value of certain derivative warrant liabilities was $1.8 million, respectively.

Adjusted EBITDA gain for the quarter ended March 31, 2021 is $235,000 or $0.05 per diluted share, compared to a loss of $331,000 or $0.08 per diluted share for the same period in 2020.

Year to Date

Total revenue, which is comprised of Licenses and Services revenue, was consistent at $5.7 million for the six months ended March 31, 2021 as compared to $5.6 million for the same period in 2020. License revenue grew by 12% and Services decreased by 14%. Subscription and licenses revenue, which is comprised of SaaS licenses, maintenance and hosting revenue and perpetual license revenue increased 12% to $4 million for the six months ended March 31, 2021 from $3.6 million for the same period in 2020. As a percentage of total revenue, Subscription and licenses revenue increased 6% to 70% of total revenue for the six months ended March 31, 2021, compared to 64% for the same period in 2020. This increase is attributed to significant multi-year license renewals across our diverse portfolio of Fortune 500 companies and the inclusion of one month of Woorank revenue. Services revenue decreased 14% or $273,000 to $1.7 million for the six months ended March 31, 2021 as compared to $2 million for the same period in 2020. As a percentage of total revenue, Services revenue accounted for 30% of total revenue for the six months ended March 31, 2021, compared to 36% for the same period in 2020.

Gross profit increased 22% or $660,000 to $3.7 million for the six months ended March 31, 2021 as compared to $3 million for the same period in 2020. Cost of revenue decreased 20% or $520,000 to $2 million for the six months ended March 31, 2021 compared to $2.5 million for the same period in 2020. This decrease is attributable to a reduction within our fixed costs to operate our cloud-based hosting model and variable internal support costs. Gross margin increased to 65% for the six months ended March 31, 2021, compared to 54% for the same period in 2020. Subscription and licenses gross margin were 71% for the six months ended March 31, 2021 as compared to 58% for the same period in 2020. Services gross margin were 51% for the six months ended March 31, 2021 as compared to 49% for the same period in 2020.

Operating expenses decreased 27% or $1.4 million to $3.6 million for the six months ended March 31, 2021 from $5 million for the same period in 2020. Included within the six month totals as of March 31, 2021 are one month of Woorank costs offset by a reduction within our fixed costs to operate our cloud-based hosting model with Amazon Web Services and variable internal support costs, respectively.

Operating income for the six months ended March 31, 2021 is $52,000 as compared to an operating loss of $2 million for the same period in 2020.

Net loss applicable to common shareholders for the six months ended March 31, 2021 is $1.7 million, compared to $1.5 million for the same period in 2020. For the six months ended March 31, 2021, the Warrant Liability independent revaluation which considers the overall fluctuation in our closing market share price as of March 31, resulted in a cumulative $1.9 million non-cash derivative loss attributable to the change in the fair value of the warrant liabilities offset by the government grant income of $88,000 related to the forgiveness of the PPP loan. For the six months ended March 31, 2020, the net gain attributable to the change in fair value of certain derivative warrant liabilities was $2.9 million offset by the deemed dividend on amendment of Series A convertible preferred stock of $2.4 million, respectively.

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Adjusted EBITDA gain for the six months ended March 31, 2021 is $908,000 or $0.18 per diluted share, compared to a loss of $999,000 or $0.33 per diluted share for the same period in 2020.

Conference Call:

Bridgeline Digital, Inc. will hold a conference call today, May 17, 2021 at 4:30 p.m. Eastern Time to discuss these results. The Company's President and Chief Executive Officer, Ari Kahn and Chief Financial Officer, Mark G. Downey will host the call, followed by a question and answer period.

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

What:	Bridgeline Digital Second Quarter 2021 Earnings Call
When:	Monday, May 17, 2021
Time:	4:30 p.m. ET
Live Call:	(877) 837-3910, domestic
	(973) 796-5077, international
Replay:	(855) 859-2056
	(404) 537-3406
Conference ID:	8795831

Please call the conference telephone number 5 – 10 minutes prior to the start time. An operator will register your name and organization.

Non-GAAP Financial Measures

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

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

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

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

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

Safe Harbor for Forward-Looking Statements

Statement under the Private Securities Litigation Reform Act of 1995

All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements. These “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, are based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These statements appear in a number of places in this press release and include statements regarding the intent, belief or current expectations of Bridgeline Digital, Inc. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions, including, but not limited to, the impact of the COVID – 19 pandemic and related public health measures that may affect our financial results; business operations and the business of our customers, suppliers and partners; our ability to retain and upgrade current customers, increasing our recurring revenue, our ability to attract new customers, our revenue growth rate; our history of net loss and our ability to achieve or maintain profitability, our liability for any unauthorized access to our data or our users’ content, including through privacy and data security breaches; any decline in demand for our platform or products; changes in the interoperability of our platform across devices, operating systems, and third party applications that we do no control; competition in our markets; our ability to respond to rapid technological changes, extend our platform, develop new features or products, or gain market acceptance for such new features or products, particularly in light of potential disruptions to the productivity of our employees resulting from remote work; our ability to manage our growth or plan for future growth, and our acquisition of other businesses and the potential of such acquisitions to require significant management attention, disrupt our business, or dilute stockholder value; the volatility of the market price of our common stock, the ability to maintain our listing on the NASDAQ Capital Market, or our ability to maintain an effective system of internal controls as well as other risks described in our filings with the Securities and Exchange Commission. Any of such risks could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. Bridgeline Digital, Inc. assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release, except as required by applicable law.

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About Bridgeline Digital

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

Contact:

Company Contact

Bridgeline Digital, Inc.

Mark G. Downey

Chief Financial Officer

(631) 203-6820

mdowney@bridgeline.com

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BRIDGELINE DIGITAL, INC.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(in thousands, except per share data)
	Three Months Ended						Nine Months Ended
---	---	---	---	---	---	---	---	---	---	---	---	---
	June 30						June 30
	2021			2020			2021			2020
Reconciliation of GAAP net income/(loss) to non-GAAP adjusted net income/(loss):	****	****	****	****	****	****	****	****	****	****	****	****
GAAP net loss applicable to common shareholders	$	(3,609	)	$	(1,701	)	$	(5,327	)	$	(3,162	)
Amortization of intangible assets		285			208			726			678
Stock-based compensation		43			53			133			133
Restructuring and acquisition-related charges		568			1			862			373
Convertible Preferred stock dividends					-			-			2,420
Non-GAAP adjusted net income/(loss)	$	(2,713	)	$	(1,439	)	$	(3,606	)	$	442
Reconciliation of GAAP net earnings/(loss) per diluted share to non-GAAP adjusted net earnings/(loss) per diluted share:	****	****	****	****	****	****	****	****	****	****	****	****
GAAP net income/(loss)	$	(0.61	)	$	(0.44	)	$	(1.04	)	$	(0.97	)
Amortization of intangible assets		0.05			0.05			0.14			0.21
Stock-based compensation		0.01			0.01			0.03			0.04
Restructuring and acquisition-related charges		0.10			0.00			0.17			0.11
Convertible Preferred stock dividends		-			-			-			0.74
Non-GAAP adjusted net earnings/(loss) per diluted share	$	(0.46	)	$	(0.37	)	$	(0.70	)	$	0.14
Reconciliation of GAAP net income/(loss) to Adjusted EBITDA:	****	****	****	****	****	****	****	****	****	****	****	****
GAAP net income/(loss)	$	(3,609	)	$	(1,701	)	$	(5,327	)	$	(742	)
Provision for income tax		(1,176	)		6			(1,175	)		9
Interest and other expense, net		9			2			7			3
Government grant income		-			-			(88	)		-
Change in fair value of warrants		4,161			1,843			6,020			(1,078	)
Amortization of intangible assets		285			208			726			678
Depreciation		14			12			38			40
Restructuring and acquisition-related charges		568			1			862			373
Other amortization		7			4			13			13
Stock-based compensation		43			53			133			133
Adjusted EBITDA	$	302		$	428		$	1,209		$	(571	)
Reconciliation of GAAP net earnings/(loss) per diluted share to Adjusted EBITDA per diluted share:	****	****	****	****	****	****	****	****	****	****	****	****
GAAP net income/(loss)	$	(0.61	)	$	(0.44	)	$	(1.04	)	$	(0.23	)
Provision for income tax		(0.20	)		0.00			(0.23	)		0.00
Interest and other expense, net		0.00			0.00			0.00			0.00
Government grant income		-			-			(0.02	)		-
Change in fair value of warrants		0.70			0.48			1.18			(0.33	)
Amortization of intangible assets		0.05			0.05			0.14			0.21
Depreciation		0.00			0.00			0.01			0.01
Restructuring and acquisition-related charges		0.10			0.00			0.17			0.11
Other amortization		0.00			0.00			0.00			0.00
Stock-based compensation		0.01			0.01			0.03			0.04
Adjusted EBITDA per diluted share	$	0.05		$	0.11		$	0.24		$	(0.17	)

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BRIDGELINE DIGITAL, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(Unaudited)
			September 30
---	---	---	---	---	---
			2020
ASSETS	****	****	****	****	****
Current assets:
Cash and cash equivalents	4,768		$	861
Accounts receivable, net	1,325			665
Prepaid expenses	389			268
Other current assets	600			111
Total current assets	7,082			1,905
Property and equipment, net	248			238
Operating lease assets	533			294
Intangible assets, net	8,159			2,617
Goodwill	15,961			5,557
Other assets	80			49
Total assets	32,063		$	10,660
LIABILITIES AND STOCKHOLDERS' EQUITY	****	****	****	****	****
Current liabilities:
Current portion of long-term debt	755		$	-
Current portion of operating lease liabilities	176			96
Accounts payable	2,169			1,311
Accrued liabilities	754			599
Purchase price and contingent consideration payable	6,187			-
Paycheck Protection Program liability	-			88
Deferred revenues	2,796			1,511
Total current liabilities	12,837			3,605
Long-term debt, net of current portion	1,288			-
Operating lease liabilities, net of current portion	356			198
Warrant liabilities	8,823			2,486
Other long-term liabilities	425			15
Total liabilities	23,729			6,304
Commitments and contingencies
Stockholders' equity:
Preferred stock - 0.001 par value; 1,000,000 shares authorized;
Series A Convertible Preferred stock: 264,000 shares authorized; no shares outstanding at June 30, 2021 and September 30, 2020	-			-
Series C Convertible Preferred stock: 11,000 shares authorized; 350 shares issued and outstanding at June 30, 2021 and September 30, 2020	-			-
Series D Convertible Preferred Stock: 4,200 shares authorized; 4200 shares issued and oustanding at June 30, 2021 and no shares outstanding at September 30, 2020 (liquidation preference of 4,200 at June 30, 2021)	-			-
Common stock - 0.001 par value; 50,000,000 shares authorized; 6,801,243 shares at June 30, 2021 and 4,420,170 shares at September 30, 2020, issued and outstanding	7			4
Additional paid-in-capital	87,663			78,316
Accumulated deficit	(78,910	)		(73,583	)
Accumulated other comprehensive loss	(426	)		(381	)
Total stockholders' equity	8,334			4,356
Total liabilities and stockholders' equity	32,063		$	10,660

All values are in US Dollars.

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BRIDGELINE DIGITAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(Unaudited)
	Three Months Ended						Nine Months Ended
---	---	---	---	---	---	---	---	---	---	---	---	---
	June 30,						June 30,
	2021			2020			2021			2020
Revenue:
Digital engagement services	$	821		$	713		$	2,543		$	2,708
Subscription and licenses		2,624			1,919			6,612			5,494
Total revenue		3,445			2,632			9,155			8,202
Cost of revenue:
Digital engagement services		449			395			1,297			1,432
Subscription and licenses		744			684			1,919			2,190
Total cost of revenues		1,193			1,079			3,216			3,622
Gross profit		2,252			1,553			5,939			4,580
Operating expenses:
Sales and marketing		760			312			1,729			2,130
General and administrative		608			464			1,681			1,936
Research and development		625			402			1,453			1,218
Depreciation and amortization		306			224			777			731
Restructuring and acquisition-related expenses		568			1			862			373
Total operating expenses		2,867			1,403			6,502			6,388
Income (loss) from operations		(615	)		150			(563	)		(1,808	)
Interest expense and other, net		(9	)		(2	)		(7	)		(3	)
Government grant income		-			-			88			-
Change in fair value of warrant liabilities		(4,161	)		(1,843	)		(6,020	)		1,078
Loss before income taxes		(4,785	)		(1,695	)		(6,502	)		(733	)
Provision for (benefit from) income taxes		(1,176	)		6			(1,175	)		9
Net loss	$	(3,609	)	$	(1,701	)	$	(5,327	)	$	(742	)
Dividends on convertible preferred stock		-			-			-			(106	)
Deemed dividend on amendment of Series A convertible
preferred stock		-			-			-			(2,314	)
Net loss applicable to common shareholders	$	(3,609	)	$	(1,701	)	$	(5,327	)	$	(3,162	)
Net loss per share attributable to common shareholders:
Basic	$	(0.61	)	$	(0.44	)	$	(1.04	)	$	(0.97	)
Diluted	$	(0.61	)	$	(0.44	)	$	(1.04	)	$	(0.97	)
Number of weighted average shares outstanding:
Basic		5,939,021			3,876,677			5,117,586			3,264,734
Diluted		5,939,021			3,876,677			5,117,586			3,264,734