What changed in this filing

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Item 1. Business

2023-12-27 compared with 2022-12-21 · 62 added, 84 removed, 74 unchanged (66% of the section changed)

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.

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.

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 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's product offerings include: 

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.

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

a Digital Experience Platform that includes Web Content Management, eCommerce, Digital Marketing, and Web Analytics. 

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.

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:

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

Woodbury, New York;

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Subscription and Perpetual Licenses

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.

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, 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 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.

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.

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

Celebros Search 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 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 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.

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

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

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.

Bridgeline offers franchise marketing software with its TruPresence platform. 

TruPresence is a Web Content Management and eCommerce platform that supports the needs of multi-unit organizations and franchises. 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.

Bridgeline offers Bridgeline Unbound as a Digital Experience Platform. 

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

Unbound Content, Unbound Marketing, Unbound Commerce, and Unbound Insights 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. 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. 

Bridgeline also offers OrchestraCMS as a Digital Experience Platform.

OrchestraCMS is a digital experience platform built 100% native on Salesforce and helps customers create websites and intranets for their customers, partners, and employees.

The software combines content with business data, processes and applications, 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.

Revenue from Digital Engagement Services

Revenue from all digital engagement services is reported as ‘

Digital engagement services ’

in the accompanying consolidated financial statements.

Revenue from all digital engagement services is reported as “

Digital engagement services ” in the accompanying consolidated financial statements.

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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These companies are generally categorized in the following vertical markets:

Distributors and Wholesalers

Multi-Unit Franchises & Enterprises

Manufacturers

Associations and Foundations

Banks and Credit Unions

eCommerce Retailers

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

Franchises & Enterprises

Health Services and Life Sciences

High Technology (software and hardware)

Credit Unions and Regional Banks

Associations and Foundations

Industrial Distribution and Wholesale

Manufacturers

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.

We currently have partner relationships with platforms such as Adobe, BigCommerce, Optimizely, Sitefinity, Shopify, and others.

Organic Growth from Existing Customer Base

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

Customer Retention Programs

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 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 on-line seminars.

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.

Customer Retention Programs

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 publication 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 online webinars for customers as well as face-to-face customer focus groups and training sessions.

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 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).

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 in two installments, as amended and as follows:

(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

We have research and development activities focusing on creating new products and innovations, product enhancements, and funding future market opportunities.

Research and development expenses were approximately $3.2 million or 19% of revenues and $2.4 million or 18% of revenues during fiscal 2022 and 2021, respectively.

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.

Human Capital

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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 50 were in the United States and the remaining were based in our various international locations.

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.

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We provide employees with compensation packages that include base salary, incentive bonuses, and long-term stock option awards tied to the value of our stock price.

We believe that a compensation program with both short-term and long-term awards provides fair and competitive compensation and aligns employee and stockholder interests, including by incentivizing business and individual performance (pay for performance), motivating based on long-term company performance and integrating compensation with our business plans.

In addition to cash and equity compensation, we also offer employees benefits such as life and health (medical, dental & vision) insurance, paid time off, paid parental leave, and a 401(k) plan.

We believe that a compensation program with both short-term and long-term awards provides fair and competitive compensation and aligns employee and stockholder interests, including by incentivizing business and individual performance (pay for performance), motivating individuals based on long-term company performance and integrating compensation with our business plans.

In addition to cash and equity compensation, we also offer employees benefits such as life and health (medical, dental & vision) insurance, paid time off, and a 401(k) plan.

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

Distributors and Wholesalers

Multi-Unit Franchises & Enterprises

Manufacturers

Associations and Foundations

Banks and Credit Unions

eCommerce Retailers

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

Franchises & Enterprises

Health Services and Life Sciences

High Technology (software and hardware)

Credit Unions and Regional Banks

Associations and Foundations

Industrial Distribution and Wholesale

Manufacturers

For the years ended September 30, 2023 and 2022, 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.

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.

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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 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.

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 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.

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.

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.

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Investor Relations”

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

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

Code of Business Ethics

7 unchanged sentences

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