What changed in this filing

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Item 1. Business

2022-12-21 compared with 2021-12-20 · 82 added, 90 removed, 76 unchanged (69% of the section changed)

Bridgeline Digital is a marketing technology software company that helps companies grow online revenue and share information with customers, partners and employees.

Bridgeline’s Unbound platform is a Digital Experience Platform that includes Web Content Management, eCommerce, eMarketing, Social Media management, and Web Analytics.

Bridgeline’s Unbound platform, combined with its professional services, assists customers in driving lead generation, increasing revenue, improving customer service and loyalty, enhancing employee knowledge, and reducing operational costs. 

Our Unbound Franchise product empowers large franchises, brand networks, and other multi-unit organizations to manage a large hierarchy of digital properties at scale.

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.

HawkSearch is a site search, recommendation, and personalization application, built for marketers, merchandisers, and developers to enhance, normalize, and enrich an online customer's content search and product discovery experience.

HawkSearch leverages advanced artificial intelligence, machine learning and industry-leading merchandising features to deliver accurate and highly relevant results and recommendations derived from multiple data sources.

Celebros Search is 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 with support for multiple languages.

Woorank is a Search Engine Optimization (“SEO”) audit tool that generates an instant performance audit of the site’s technical, on-page, and off-page SEO. 

Woorank’s clear, actionable insights help companies increase their search engine ranking, while boosting website traffic, audience engagement, conversion, and customer retention rates.

Our Unbound platform is a Digital Experience Platform that includes Web Content Management, eCommerce, Digital Marketing, and Web Analytics.

The Unbound platform, combined with its professional services, assists customers in powering engaging digital experiences that drive lead generation, increase revenue, improve customer service and loyalty, enhance employee knowledge, and reduce operational costs. 

The TruPresence product empowers large franchises, brand networks, and other multi-unit organizations to manage a large hierarchy of digital properties at scale.

TruPresence provides centralized and distributed management of content and products from parent sites down to multiple child sites for consistency in branding and messaging, while also enabling regional / local site owners to manage the local messaging, products and promotions specific to their local market.

OrchestraCMS is 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.

uniquely combining content with business data, processes and applications across any channel or device, including Salesforce Communities, social media, portals, intranets, websites, applications and services.

Celebros Search, is a commerce-oriented site search product that provides for Natural Language Processing with artificial intelligence to present relevant search results based on long-tail keyword searches in seven languages.

Woorank SRL (“Woorank”) is a Search Engine Optimization (“SEO”) audit tool that generates an instant audit of the site’s technical, on-page and off-page SEO. 

Woorank’s clear, actionable insights help companies increase their search ranking, website traffic, audience engagement, conversion, and customer retention rates.

Hawk Search, Inc.

(“Hawk Search”) is a search, recommendation, and personalization application, built for marketers, merchandisers and developers that enhances, normalizes and enriches a customer's site search and browse experience.

Hawk Search leverages advanced artificial intelligence, machine learning and industry leading analyzers to deliver accurate results from federated data sources.

The software uniquely combines content with business data, processes and applications across any channel or device, including Salesforce Communities, social media, portals, intranets, websites, applications and services.

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.

Additionally, Unbound and Hawk Search are available via a traditional perpetual licensing business model, in which the software resides on a dedicated infrastructure in either the customer’s facility, or manage-hosted by Bridgeline via a cloud-based hosted services model.

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.

Bridgeline Digital was incorporated under the laws of the State of Delaware on August 28, 2000.

The Company’s corporate office is located in Woburn, Massachusetts.  The Company maintains regional field offices serving the following geographical locations:

Boston, Massachusetts;

Woodbury, New York;

Chicago, Illinois;

Raleigh, North Carolina;

Rosemont, Illinois;

Atascadero, California;

Ontario, Canada;

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Hawk Search Inc.

located in Illinois, United States and Bridgeline Digital Belgium BV, located in Brussels, Belgium.

located in Rosemont, Illinois and Bridgeline Digital Belgium BV, located in Brussels, Belgium.

Products and Services

Bridgeline Unbound Platform

Subscription and Perpetual Licenses

Bridgeline Unbound is available as either a SaaS or perpetual license and is reported as subscription and perpetual licenses in the accompanying consolidated financial statements.

The Bridgeline Unbound platform provides a unified common set of shared software modules that are critical to websites, on-line stores, intranets, extranets, and portals. The Bridgeline Unbound platform empowers companies and developers to create websites, web applications and online stores with advanced business logic, state-of-the-art graphical user interfaces, and improved quality.

The Bridgeline Unbound suite of products includes:

Bridgeline Unbound Experience Manager is a suite that includes Bridgeline Content Manager, Bridgeline Unbound Marketing, and Bridgeline Unbound Insights that empowers marketers to easily create personalized customer journeys.

Bridgeline offers enterprise site search solutions with its Celebros Search and HawkSearch products.

This software is available as a SaaS license and is reported as Subscription and perpetual licenses in the accompanying consolidated financial statements.

Celebros Search by Bridgeline is a commerce-oriented, site search product that provides for Natural Language Processing and incorporates artificial intelligence to present relevant search results based on long-tail keyword searches.

Celebros Search is a semantic search and conversion technology that is available in seven languages.

Celebros Search has plug-ins into the Bridgeline Unbound Commerce offering in addition to many other third-party Commerce platforms such as Magento, Shopify, Hybris, and more.

HawkSearch by Bridgeline  is a site search, recommendation, and personalization application built for marketers, merchandisers, and developers to enhance, normalize, and enrich an online customer's content search and product discovery experience.

HawkSearch has integrations and partner relationships with platforms such as Optimizely, BigCommerce, Magento, Sitefinity and others.

Bridgeline offers Search Engine Optimization auditing through its WooRank by Bridgeline software.

This software is available as a SaaS license and is reported as Subscription and perpetual licenses in the accompanying consolidated financial statements.

Woorank by Bridgeline  is a Search Engine Optimization (“SEO”) audit tool that generates an instant performance audit of the site’s technical, on-page, and off-page SEO.  Woorank’s clear, actionable insights help companies increase their search engine ranking, while boosting website traffic, audience engagement, conversion, and customer retention rates.

Bridgeline offers franchise marketing software with its TruPresence platform.

This software is available as a SaaS license and is reported as Subscription and perpetual licenses in the accompanying consolidated financial statements.

Bridgeline TruPresence is a web content management and eCommerce platform built specifically to support the needs of multi-unit organizations and franchises.

TruPresence provides centralized and distributed management of content and products from parent sites down to multiple child sites for consistency in branding and messaging while also enabling regional / local site owners to manage the local messaging, products and promotions specific to their local market.

Bridgeline offers Bridgeline Unbound as either a SaaS or perpetual license and is reported as subscription and perpetual licenses in the accompanying consolidated financial statements.

Bridgeline Unbound is a technology suite that includes Unbound Content, Unbound Marketing, Unbound Commerce, and Unbound Insights that empower marketers to easily manage their digital experiences and create personalized customer journeys.

Each Unbound implementation incorporates a set of flexible templates and modules to accelerate implementation speed and reduce costs. 

Bridgeline Unbound Content Manager is a Digital Experience Platform (“DXP”) that allows non-technical users to create, edit, and publish content via a browser-based interface.

The advanced, easy-to-use interface allows businesses to keep content and promotions fresh, whether for a public commercial site or a company intranet.

Bridgeline Unbound Content Manager handles the presentation of content based on a sophisticated indexing and security scheme that includes management of front-end access to online applications.

The system provides a library to manage permissions, versions and organization of different content types, including multimedia files and images with advanced workflows. 

Bridgeline Unbound Commerce is an online B2B and B2C Commerce solution that allows users to sell products and services online to both domestic and international markets.

The customizable dashboard provides customers with a real-time overview of the performance of their online stores, including sales trends, demographics, profit margins, inventory levels, inventory alerts, fulfillment deficiencies, average check out times, potential production issues, and delivery times.

Bridgeline Unbound Commerce also provides backend access to payment and shipping gateways.

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Bridgeline Unbound Marketing  is a Marketing Automation Platform (“MAP”) that helps marketers drive more qualified traffic to their sites through personalized and highly targeted marketing automation flows.

Bridgeline Unbound Marketing's feature set includes end-to-end campaign administration - from drag-and-drop landing pages with our flexible form builder to behavior-based drip email campaigns, add-on dynamic contact and distribution list management, event-based response marketing, wizard-driven email campaign creation, and built-in goal tracking tools to measure campaign effectiveness and ROI.

Bridgeline Unbound  

Insights provides the ability to manage, measure and optimize web properties by recording detailed events and to subsequently mine data within a web application for statistical analysis.

Through user-definable web reports, Bridgeline Unbound Insights provides deep insight into areas like visitor usage, content access, age of content, actions taken, event triggers, and reports on both client and server-side events.

Bridgeline Unbound  

Social is a social media management solution that empowers customers to easily set up customized watch lists tailored by social network, topic, or author to monitor relevant conversations happening on social media, popular websites and blogs.

Customers can also prioritize and engage in conversations across the web and leverage the power of publishing content to department, dealer, franchise or other social media accounts.

Bridgeline Unbound  

Translate is a translation product that allows companies with web sites in multiple languages to create, approve, and publish content with automated and human translation services.

Bridgeline Unbound Franchises is a web content management and eCommerce platform built specifically to support the needs of multi-unit organizations and franchises.

Bridgeline Unbound Franchise acts as a control center for a large organization’s distributed websites, enabling local content publishing that is managed through a workflow approval process that gives corporate marketing control of the brand and message.

Bridgeline also provides an alternative Digital Experience Platform that is 100% native on Salesforce called OrchestraCMS.

This software is available as a SaaS license and is reported as subscription licenses in the accompanying consolidated financial statements.

OrchestraCMS by Bridgeline is built 100% native on Salesforce.

OrchestraCMS by Bridgeline  is built 100% native on Salesforce.

OrchestraCMS helps Salesforce customers create digital experiences for their customers, partners, and employees - combining content with business data, processes and applications across any channel or device, including Salesforce Communities, social media, portals, intranets, websites, applications and services.

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.

Bridgeline offers an enterprise site search solution with its Celebros Search product.

This software is available as a SaaS license and is reported as subscription licenses in the accompanying consolidated financial statements.

Celebros Search is a semantic search and conversion technology that is available in seven languages.

Celebros Search has plug-ins into the Bridgeline Unbound Commerce offering in addition to many other third-party Commerce platforms such as Magento, Shopify, Hybris and more.

Hawk Search by Bridgeline , is a search, recommendation, and personalization application, built for marketers, merchandisers and developers that enhances, normalizes and enriches a customer's site search and browse experience.

Hawk Search leverages advanced artificial intelligence, machine learning and industry leading analyzers to deliver accurate results from federated data sources.

Woorank by Bridgeline is a Search Engine Optimization (“SEO”) audit tool that generates an instant audit of the site’s technical, on-page and off-page SEO. 

Woorank’s clear, actionable insights help companies increase their search ranking, website traffic, audience engagement, conversion, and customer retention rates.

Revenue from Digital Engagement Services

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in the accompanying consolidated financial statements.

Digital Engagement Services

Digital engagement services address specific customer needs such as digital strategy, web design and web development, usability engineering, information architecture, and SEO for their mission critical website, intranet or online store.

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Bridgeline employs a direct sales force, which focuses its efforts on selling to mid-sized and large companies.

These companies are generally categorized in the following vertical markets: financial services, franchise/dealer networks, retail brand names, health services and life sciences, high technology (software and hardware), credit unions and regional banks, as well as associations and foundations.

These companies are generally categorized in the following vertical markets:

Distributors and Wholesalers

Multi-Unit Franchises & Enterprises

Manufacturers

eCommerce Retailers

Industrial Distribution (Electrical, Plumbing, Building, Cleaning, Restaurant, Furniture Suppliers)

Health Services and Life Sciences

High Technology (software and hardware)

Credit Unions and Regional Banks

Associations and Foundations

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 Optimizely, BigCommerce, Adobe, Sitefinity, Shopify, and others.

Organic Growth from Existing Customer Base

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New Customer Acquisition

We identify customers within our vertical expertise (financial services, franchise/dealer networks, retail brand names, health services and life sciences, high technology (software and hardware), credit unions and regional banks, as well as associations and foundations).

Our business development professionals create an annual territory plan identifying various strategies to engage our target customers.

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.

Customer Retention Programs

We use digital marketing capabilities when marketing to our customer base.

We make available via email and on our website Bridgeline-authored white papers, featured case studies, and other Company-related announcements.

We also host educational on-line webinars, face-to-face seminars and training.

We have a dedicated Customer Success team that engages with customers regularly to conduct strategic business reviews and audits to ensure they are getting the most value out of the Bridgeline product offerings.

We use surveying techniques to gauge and monitor customer sentiment as well as digital marketing capabilities to inform our customer base of the latest feature releases and product innovations.

We make product releases available via email campaigns as well as publish on our website.

Bridgeline also provides educational white papers and featured case studies, to inform customers of best practices and enhancements.

We also host educational on-line webinars for customers as well as face-to-face customer focus groups and training sessions.

New Lead Generation Programs

We generate targeted leads and new business opportunities by leveraging on-line marketing strategies.

We receive leads by maximizing the SEO capabilities of our own website.

Through our website, we provide various educational whitepapers and promote upcoming on-line seminars.

We receive leads by maximizing the SEO capabilities of our own websites.

Through our websites, we provide various educational whitepapers and promote upcoming on-line 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 events.

We also participate and exhibit at targeted online and in-person events and conferences.

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.

On March 1, 2021, the Company, pursuant to a Share Purchase Agreement (the “Woorank Purchase Agreement”), acquired all of the issued and outstanding shares of Woorank, an entity located in Belgium.

The total purchase price of $2.4 million consisted of (1) $285 thousand in cash paid at closing or in close proximity to closing, (2) $376 thousand of deferred cash payable in installments post-closing, (3) $352 thousand seller note issued to one of the selling shareholders, and (4) amounts payable to one selling shareholder as consideration for assistance with certain matters related to the acquisition for a period of one year from the closing date of the acquisition.

The Woorank Purchase Agreement also provides for additional consideration, in the event of achievement of certain revenue targets and operational goals, to the selling shareholders pursuant to three separate earn-out provisions. 

The acquisition date fair value of contingent consideration was $1.3 million.

Under certain conditions, up to €

600 thousand (approximately $723 thousand) of the purchase price is payable, at the Company’s discretion, in shares of the Company’s common stock, par value $0.001 per share (“common stock”), at a price per share equal to the greater of (i) the closing price of the Company’s common stock on the date of issuance or (ii) $3.38.

On the closing date, the Company issued 29,433 shares of its common stock, with an aggregate issuance date fair value of $99 thousand, for a portion of the purchase price.

On May 28, 2021, the Company, pursuant to a Share Purchase Agreement (the “Hawk Purchase Agreement”), acquired all of the issued and outstanding shares of Hawk Search, an Illinois corporation.

The total purchase price of $9.9 million consisted of (1) $4.8 million initial cash payment at closing, (2) issuance of 1,500 shares of the Company’s newly designated Series D Preferred Stock with an aggregate issuance date fair value of $930, and (3) $2,000 deferred cash payable on or before December 31, 2021.

The Hawk Purchase Agreement also provides for additional consideration, in the event of achievement of certain revenue targets, to the selling shareholders as an additional earn-out, payable no later than December 31, 2022.  

The acquisition date fair value of contingent consideration was $2.2 million.

There were no acquisitions during the fiscal year ended September 30, 2020.

On March 1, 2021, the Company, pursuant to a Share Purchase Agreement (the “WooRank Purchase Agreement”), acquired all of the issued and outstanding shares of WooRank SRL (“WooRank”), an entity located in Belgium.

The total purchase price of approximately $2.4 million consisted of (1) $285 thousand in cash paid at closing or in close proximity to closing, (2) $376 thousand of deferred cash payable in installments post-closing, (3) a $352 thousand seller note issued to one of the selling shareholders, and (4) amounts payable to one selling shareholder as consideration for assistance with certain matters related to the acquisition for a period of one year from the closing date of the acquisition.

On the closing date, the Company issued 29,433 shares of its common stock, with an aggregate issuance date fair value of $99 thousand for a portion of the purchase price. The WooRank Purchase Agreement also provides for additional consideration, in the event of the achievement of certain revenue targets and operational goals, to the selling shareholders. 

The fair value of contingent consideration was $1.3 million on the date of the acquisition.

On May 28, 2021, the Company, pursuant to a Share Purchase Agreement (the “Hawk Purchase Agreement”), acquired all of the issued and outstanding shares of HawkSearch, Inc., an Illinois corporation (“HawkSearch”).

The total purchase price of approximately $9.9 million consisted of (1) $4.8 million initial cash payment at closing, (2) an issuance of 1,500 shares of the Company’s newly designated Series D Preferred Stock with an aggregate issuance date fair value of $930 thousand, and (3) $2.0 million deferred cash (payable on or before December 31, 2021).

(i) the aggregate sum of $1,779 thousand, which was paid on July 1, 2022;

and (ii) the aggregate sum of $250 thousand, which was paid in October 3, 2022, as included within the Amendment to the Stock Purchase Agreement, dated June 15, 2022.

The fair value of contingent consideration was $250 thousand on September 30, 2022, all of which was paid in October 2022.

Research and Development

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In order to continue to design innovative experiences and products and compete and succeed in our highly competitive and rapidly evolving market, we continue to attract and retain experienced and talented employees.

As part of these efforts, we strive to offer a competitive compensation and benefits program, foster a community where everyone feels included and empowered to do to their best work.

As part of these efforts, we strive to offer a competitive compensation and benefits program, foster a community of inclusion and empower individuals to do their best work.

As of September 30, 2022, we had approximately 60 full-time employees.

Of our full-time employees, approximately 48 were in the United States and the remaining were in our various international locations.

Of our full-time employees, approximately 50 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.

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We primarily serve the following vertical markets that we believe have a history of investing in information technology enhancements and initiatives:

Financial Services

Franchise/Dealer Networks

Retail Brand Names

Distributors and Wholesalers

Multi-Unit Franchises & Enterprises

Manufacturers

eCommerce Retailers

Industrial Distribution (Electrical, Plumbing, Building, Cleaning, Restaurant, Furniture Suppliers)

Health Services and Life Sciences

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Associations and Foundations

For the year ended September 30, 2021, no customer exceeded 10% of the Company’s total revenues.

For the year ended September 30, 2020, one customer generated approximately 12% of our revenue.

For the years ended September 30, 2022 and 2021, no customer exceeded 10% of the Company’s total revenues.

The markets for our products and services, including software for web content management, eCommerce platform software, eMarketing software, 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:

We believe our competitors generally offer their web application software as a single point of entry type product (such as content management only, or commerce only) as compared to the deeply integrated approach provided by Bridgeline’s platforms.

We believe 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.

We believe our competitors can generally only deploy their solutions in either a Cloud/SaaS environment or in a dedicated server environment.

Bridgeline’s platform’s architecture is flexible and some are capable of being deployed in either a Cloud/SaaS or dedicated server environment.

The architecture comprising Bridgeline’s platform’s are flexible and some are capable of being deployed in either a Cloud/SaaS or dedicated server environment.

We believe the majority of our competitors do not provide interactive technology development services that complement their software products.

Our ability to develop mission critical websites and online stores on our own deeply integrated platforms provides a quality end-to-end solution that distinguishes us from our competitors.

We believe the interface of the Bridgeline platforms have been designed for ease of use without substantial technical skills.

Finally, we believe the Bridgeline platforms offers a competitive price-to-functionality ratio when compared to our competitors.

Our ability to develop mission critical websites and online stores on our own deeply integrated platforms provides a quality end-to-end solution.

We believe the interface of the Bridgeline platforms have been designed for ease of use without requiring substantial technical skills from our customers.

Finally, we believe the Bridgeline platforms offer a competitive price-to-functionality ratio when compared to our competitors.

Patents, Trademarks, and Trade Secrets

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page and are available in print to any shareholder who requests it:

● Code of Business Ethics

● Committee Charters for the following Board Committees:

o Nominating and Corporate Governance Committee

o Audit Committee

o Compensation Committee

Code of Business Ethics

Committee Charters for the following Board Committees:

Nominating and Corporate Governance Committee

Audit Committee

Compensation Committee

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business