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Bridgeline Digital, Inc.

For the period ended Mar 31, 2025. Filed May 15, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 15, 2025

BLIN$0.62-7.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-12-31; filed 2025-02-14.

0001437749-25-003789

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-15.

0001437749-25-017251

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 107 previous paragraphs and 134 current paragraphs.

71 unchanged; 31 reworded; 25 added; 5 removed; 0 previous and 7 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (25)

Current report

Revenue from subscription (SaaS) and perpetual licenses of $6.1 million for the six months ended March 31, 2025 remained consistent with $6.1 million for the six months ended March 31, 2024.

Current report

Subscription and perpetual licenses revenue as a percentage of total revenue of 79% for the three months ended March 31, 2025 remained consistent with 79% for the three months ended March 31, 2024.

Current report

Revenue from digital engagement services of $0.8 million for the three months ended March 31, 2025 remained consistent with $0.8 million for the three months ended March 31, 2024.

Current report

Revenue from digital engagement services of $1.6 million for the six months ended March 31, 2025 increased from $1.5 million for the six months ended March 31, 2024.

Current report

Digital engagement services revenue as a percentage of total revenue of 21% for the three months ended March 31, 2025 remained consistent with 21% for the three months ended March 31, 2024.

Current report

Total cost of revenue of $2.5 million for the six months ended March 31, 2025 remained consistent with $2.5 million for the six months ended March 31, 2024.

Current report

Cost of subscription and perpetual licenses of $1.8 million for the six months ended March 31, 2025 increased from $1.7 million for the six months ended March 31, 2024.

Current report

Cost of digital engagement services of $0.8 million for the six months ended March 31, 2025 remained consistent with $0.8 million for the six months ended March 31, 2024.

Current report

Gross profit of $5.2 million for the six months ended March 31, 2025 increased from $5.1 million for the six months ended March 31, 2024.

Current report

Sales and marketing expenses of $2.1 million for the six months ended March 31, 2025 increased from $1.9 million for the six months ended March 31, 2024.

Current report

Sales and marketing expense as a percentage of total revenue was 27% and 25% for the six months ended March 31, 2025 and 2024, respectively.

Current report

General and administrative expense as a percentage of total revenue was 20% for each of the three months ended March 31, 2025 and 2024.

Current report

General and administrative expenses of $1.6 million for the six months ended March 31, 2025 increased from $1.5 million for the six months ended March 31, 2024.

Current report

General and administrative expense as a percentage of total revenue was 20% and 20% for the six months ended March 31, 2025 and 2024.

Current report

Research and development expenses of $2.2 million for the six months ended March 31, 2025 increased from $2.1 million for the six months ended March 31, 2024.

Current report

Research and development expenses as a percentage of total revenue was 28% for each of the six months ended March 31, 2025 and 2024.

Current report

Restructuring and acquisition related expenses were $0.2 million and $0.2 million for the six months and the three months ended March 31, 2025, respectively, compared to an insignificant amount in the six months ended March 31, 2024.

Current report

Depreciation and amortization expense was $0.4 million and $0.7 million for the six months ended March 31, 2025 and 2024, respectively.

Current report

The loss from operations was $(1.3) million and $(1.2) million for the six months ended March 31, 2025 and 2024, respectively.

Current report

Interest expense and other, net, was $(5) thousand and $(53) thousand for the three months ended March 31, 2025 and 2024.

Current report

Interest expense and other, net, was $(9) thousand and $(53) thousand for the six months ended March 31, 2025 and 2024.

Current report

Cash provided by financing activities was $1.6 million for the six months ended March 31, 2025 primarily related to proceeds from the issuance of common stock and the redemption of Preferred Series C shares and $(0.1) million used for the six months ended March 31, 2024.

Current report

On March 24, 2025, the Company entered into a Securities Purchase Agreement with purchasers, pursuant to which the Company agreed to issue and sell, in a registered direct offering, an aggregate of 1,000,000 shares of the Company’s common stock, par value $0.001 per share, at an offering price of $1.50 per share, for aggregate gross proceeds from the offering of approximately $1.5 million before deducting the placement agent fee and related offering expenses (see Note 8). Proceeds after deducting offering expenses was $1.3 million.

Current report

On March 25, 2025, the Company separately entered into a form of subscription agreement with certain accredited investors relating to a private placement transaction and sale (the “Private Placement”) of 473,979 unregistered shares of the Company's common stock at an offering price of $1.52 per share, for aggregate gross proceeds from the Private Placement of approximately $720 thousand before deducting related offering expenses. Proceeds after deducting offering expenses was $700 thousand.
Removed paragraphs (5)

Previous report

Revenue from digital engagement services of $0.7 million for the three months ended December 31, 2024 increased from $0.7 million for the three months ended December 31, 2023.

Previous report

General and administrative expense as a percentage of total revenue was 21% for each of the three months ended December 31, 2024 and 2023.

Previous report

Interest expense and other, net, was $4 thousand and $0 for the three months ended December 31, 2024 and 2023.

Previous report

Cash used in financing activities was $ (0.1) million for each of the three months ended December 31, 2024, and 2023, primarily related to payments of long-term debt.

Previous report

We are currently evaluating our future financing options, including the filing of a new shelf registration statement to replace our existing Shelf Registration Statement, which is set to expire on March 4, 2025. A new registration statement would provide us with continued flexibility to access capital and support our business objectives. The decision to file a new registration statement and the timing of any such filing will depend on several factors, including market conditions, our capital requirements, and our eligibility to utilize Form S-3 at the time of filing. There can be no assurance that we will proceed with filing a new registration statement or that, if filed, it will be declared effective by the SEC.
Reworded paragraphs (31)

Previous wording

We currently have over 2,000 active customers. For the three months ended December 31, 2024 and 2023, no customer exceeded 10% of our revenue.

Current wording

We currently have over 2,000 active customers. For the three and six months ended March 31, 2025 and 2024, no customer exceeded 10% of our revenue.

Previous wording

Results of Operations for the Three Months Ended December 31, 2024 compared to the Three Months Ended December 31, 2023

Current wording

Results of Operations for the Three and Six Months Ended March 31, 2025 compared to the Three and Six Months Ended March 31, 2024

Previous wording

Total net revenue for each of the three months ended December 31, 2024 and 2023, was $3.8 million. We had net loss of $(0.6) million for each of the three months ended December 31, 2024 and 2023. Included in the net loss for the three months ended December 31, 2024 and 2023, was a loss of $114 thousand and a gain of $18 thousand, respectively, as a result of the change in fair value of certain warrant liabilities. Basic and diluted loss per share attributable to common shareholders was $ (0.06) for each of the three months ended December 31, 2024and 2023.

Current wording

Total net revenue for each of the three months ended March 31, 2025 and 2024, was $3.9 million. We had net loss of $(0.7) million and $(0.6) million for the three months ended March 31, 2025 and 2024, respectively. Included in the net loss for the three months ended March 31, 2025 and 2024, was a gain of $25 thousand and a loss of $(25) thousand, respectively, as a result of the change in fair value of certain warrant liabilities. Basic and diluted loss per share attributable to common shareholders was $ (0.10) and $ (0.06) for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Revenue from subscription (SaaS) and perpetual licenses of $3.1 million for the three months ended December 31, 2024 remained consistent with $3.1 million for the three months ended December 31, 2023.

Current wording

Revenue from subscription (SaaS) and perpetual licenses of $3.1 million for the three months ended March 31, 2025 increased from $3.0 million for the three months ended March 31, 2024.

Previous wording

Subscription and perpetual licenses revenue as a percentage of total revenue of 80% for the three months ended December 31, 2024 decreased from 82% for the three months ended December 31, 2023.

Current wording

Subscription and perpetual licenses revenue as a percentage of total revenue of 80% for the six months ended March 31, 2025 decreased from 81% for the six months ended March 31, 2024.

Previous wording

Digital engagement services revenue as a percentage of total revenue of 20% for the three months ended December 31, 2024 increased from 18% for the three months ended December 31, 2023.

Current wording

Digital engagement services revenue as a percentage of total revenue of 20% for the six months ended March 31, 2025 increased from 19% for the six months ended March 31, 2024.

Previous wording

The increase in revenue from digital engagement services as a percentage of total revenue for the three months ended December 31, 2024 was a result of additional services volumes in the three months ended December 31, 2024.

Current wording

The increase in revenue from digital engagement services as a percentage of total revenue for the six months ended March 31, 2025 was a result of additional services volumes in the six months ended March 31, 2025.

Previous wording

Total cost of revenue of $1.3 million for the three months ended December 31, 2024 increased from $1.2 million for the three months ended December 31, 2023.

Current wording

Total cost of revenue of $1.3 million for the three months ended March 31, 2025 remained consistent with $1.3 million for the three months ended March 31, 2024.

Previous wording

Cost of subscription and perpetual licenses of $0.9 million for the three months ended December 31, 2024 increased from $0.8 million for the three months ended December 31, 2023.

Current wording

Cost of subscription and perpetual licenses of $0.9 million for the three months ended March 31, 2025 remained consistent with $0.9 million for the three months ended March 31, 2024.

Previous wording

The cost of subscription and perpetual licenses as a percentage of subscription and perpetual licenses revenue was 29% and 27% for the three months ended December 31, 2024 and 2023, respectively.

Current wording

The cost of subscription and perpetual licenses as a percentage of subscription and perpetual licenses revenue was 29% and 28% for the six months ended March 31, 2025 and 2024, respectively.

Previous wording

The changes in cost of subscription and perpetual licenses are primarily due to lower personnel costs and higher server costs.

Current wording

The changes in cost of subscription and perpetual licenses are primarily due to higher server costs.

Previous wording

Cost of digital engagement services of $0.4 million for the three months ended December 31, 2024 decreased from $0.4 million for the three months ended December 31, 2023.

Current wording

Cost of digital engagement services of $0.4 million for the three months ended March 31, 2025 remained consistent with $0.4 million for the three months ended March 31, 2024.

Previous wording

The cost of total digital engagement services as a percentage of total digital engagement services revenue was 49% and 56% for the three months ended December 31, 2024 and 2023, respectively.

Current wording

The cost of total digital engagement services as a percentage of total digital engagement services revenue was 48% and 53% for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Gross profit of $2.5 million for the three months ended December 31, 2024 decreased from $2.6 million for the three months ended December 31, 2023.

Current wording

Gross profit of $2.6 million for the three months ended March 31, 2025 increased from $2.5 million for the three months ended March 31, 2024.

Previous wording

The gross profit margin was 67% and 68% for the three months ended December 31, 2024 and 2023, respectively.

Current wording

The gross profit margin was 68% and 66% for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Sales and marketing expenses of $1.0 million for the three months ended December 31, 2024 increased from $0.9 million for the three months ended December 31, 2023.

Current wording

Sales and marketing expenses of $1.1 million for the three months ended March 31, 2025 increased from $0.9 million for the three months ended March 31, 2024.

Previous wording

Sales and marketing expense as a percentage of total revenue was 26% and 24% for the three months ended December 31, 2024 and 2023, respectively.

Current wording

Sales and marketing expense as a percentage of total revenue was 28% and 25% for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

The increase compared to the prior period is primarily attributable to higher personnel costs and higher marketing spend on leads and conferences.

Current wording

The increase compared to the prior periods is primarily attributable to higher personnel costs and higher marketing spend on leads and conferences.

Previous wording

Research and development expenses of $1.1 million for the three months ended December 31, 2024 decreased from $1.1 million for the three months ended December 31, 2023.

Current wording

Research and development expenses of $1.1 million for the three months ended March 31, 2025 increased from $1.0 million for the three months ended March 31, 2024.

Previous wording

Research and development expenses as a percentage of total revenue was 28% and 29% for the three months ended December 31, 2024 and 2023, respectively.

Current wording

Research and development expenses as a percentage of total revenue was 29% and 27% for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

The decrease compared to the prior period is primarily attributable to lower personnel costs.

Current wording

The increase compared to the prior period is primarily attributable to higher personnel costs.

Previous wording

Depreciation and amortization expense was $0.2 million and $0.4 million for the three months ended December 31, 2024 and 2023, respectively.

Current wording

Depreciation and amortization expense was $0.2 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Depreciation and amortization as a percentage of total revenue was 5% and 10% for the three months ended December 31, 2024 and 2023, respectively.

Current wording

Depreciation and amortization as a percentage of total revenue was 5% and 8% for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

The loss from operations was $(0.5) million and $(0.6) for the three months ended December 31, 2024 and 2023, respectively.

Current wording

The loss from operations was $(0.7) million and $(0.5) for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

We recognized a (loss)/gain related to the change in fair value of warrant liabilities of $(114) thousand and $18 thousand for the three months ended December 31, 2024 and 2023, respectively.

Current wording

We recognized a gain/(loss) related to the change in fair value of warrant liabilities of $25 thousand and $(25) thousand for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

The provision for income taxes was $5 thousand for each of the three months ended December 31, 2024 and December 31, 2023. The provision for income taxes consists of estimated liability for federal and state income taxes owed by us. Net operating loss (“NOL”) carryforwards are estimated to be sufficient to offset any potential taxable income for all periods presented. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. We maintain a valuation allowance against its net deferred tax assets.

Current wording

The provision for income taxes was $5 thousand for each of the three months ended March 31, 2025 and March 31, 2024. The provision for income taxes was $10 thousand for each of the six months ended March 31, 2025 and March 31, 2024. The provision for income taxes consists of estimated liability for federal and state income taxes owed by us. Net operating loss (“NOL”) carryforwards are estimated to be sufficient to offset any potential taxable income for all periods presented. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. We maintain a valuation allowance against its net deferred tax assets.

Previous wording

Cash provided by operating activities was $0.2 million for the three months ended December 31, 2024, compared to cash used in operating activities of $(0.9) million for the three months ended December 31, 2023. The change in cash used in operating activities, compared to the prior period, was primarily due to changes in non-cash items, including amortization and changes in fair value of warrant liabilities, and changes in accounts receivable and accounts payable and accrued liabilities.

Current wording

Cash used in operating activities was $(0.2) million for the six months ended March 31, 2025, compared to cash used in operating activities of $(1.0) million for the six months ended March 31, 2024. The change in cash used in operating activities, compared to the prior period, was primarily due to changes in non-cash items, including amortization, stock-based compensation, and changes in fair value of warrant liabilities, and changes in prepaids and other current assets, accounts payable and accrued liabilities, and deferred revenue.

Previous wording

There was $(5) thousand cash used in investing activities for the three months ended December 31, 2024 and no cash used in investing activities for the three months ended December 31, 2023

Current wording

There was $(7) thousand cash used in investing activities for the six months ended March 31, 2025 and $(5) thousand cash used in investing activities for the six months ended March 31, 2024.

Previous wording

We may offer and sell, from time to time, in one or more offerings, up to $50 million of its debt or equity securities, or any combination thereof. Such securities offerings may be made pursuant to the Company’s currently effective registration statement on Form S-3 (File No. 333-262764), which was initially filed with the Securities and Exchange Commission on February 16, 2022 and declared effective on March 4, 2022 (the “Shelf Registration Statement”). A complete description of the types of securities that the Company may sell is described in the Preliminary Prospectus contained in the Shelf Registration Statement. As of the date of the filing of this Quarterly Report, there are no active offerings for the sale or obligations to purchase any of the Company’s securities pursuant to the Shelf Registration Statement. There can be no assurances that the Company will offer any securities for sale or that if the Company does offer any securities that it will be successful in selling any portion of the securities offered on a timely basis if at all, or on terms acceptable to us. Further, our ability to offer or sell such securities may be limited by the rules of the NASDAQ Capital Market.

Current wording

We may offer and sell, from time to time, in one or more offerings, up to $50 million of its debt or equity securities, or any combination thereof. Such securities offerings may be made pursuant to the Company’s currently effective registration statement on Form S-3 (File No. 333-285176), which was initially filed with the Securities and Exchange Commission on February 24, 2025 and declared effective on February 27, 2025 (the “Shelf Registration Statement”). A complete description of the types of securities that the Company may sell is described in the Preliminary Prospectus contained in the Shelf Registration Statement. As of the date of the filing of this Quarterly Report, there are no active offerings for the sale or obligations to purchase any of the Company’s securities pursuant to the Shelf Registration Statement. There can be no assurances that the Company will offer any securities for sale or that if the Company does offer any securities that it will be successful in selling any portion of the securities offered on a timely basis if at all, or on terms acceptable to us. Further, our ability to offer or sell such securities may be limited by the rules of the NASDAQ Capital Market.

Previous wording

At this time, we do not have any off-balance sheet arrangements, financings or other relationships with unconsolidated entities or other persons, other than our operating leases.

Current wording

At this time, we do not have any off-balance sheet arrangements, financings or other relationships with unconsolidated entities or other persons.

Previous wording

We lease all of our office locations. The gross obligations for operating leases is $0.1 million, of which all is expected to be paid in the next twelve months. Debt payments on our various debt obligations total $0.4 million of which $0.2 million is expected to be paid in the next twelve months.

Current wording

We lease all of our office locations. The gross obligations for operating leases is $0.2 million, with obligations extending through January 2028. Debt payments on our various debt obligations total $0.4 million of which $0.2 million is expected to be paid in the next twelve months.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

Total net revenue for each of the six months ended March 31, 2025 and 2024, was $7.7 million and $7.6 million, respectively. We had net loss of $(1.4) million and $(1.2) million for the six months ended March 31, 2025 and 2024, respectively. Included in the net loss for the six months ended March 31, 2025 and 2024, was a loss of $(89) thousand and a loss of $(7) thousand, respectively, as a result of the change in fair value of certain warrant liabilities. Basic and diluted loss per share attributable to common shareholders was $ (0.16) and $ (0.12) for the six months ended March 31, 2025 and 2024, respectively.

Current report — wording carried from elsewhere

The cost of subscription and perpetual licenses as a percentage of subscription and perpetual licenses revenue was 28% for the three months ended March 31, 2025 and 2024.

Current report — wording carried from elsewhere

The cost of total digital engagement services as a percentage of total digital engagement services revenue was 48% and 54% for the six months ended March 31, 2025 and 2024, respectively.

Current report — wording carried from elsewhere

The gross profit margin was 67% for the six months ended March 31, 2025 and 2024.

Current report — wording carried from elsewhere

The increase compared to the prior period is primarily attributable to personnel restructuring costs.

Current report — wording carried from elsewhere

Depreciation and amortization as a percentage of total revenue was 5% and 9% for the six months ended March 31, 2025 and 2024, respectively.

Current report — wording carried from elsewhere

We recognized a (loss)/gain related to the change in fair value of warrant liabilities of $(89) thousand and $(7) thousand for the six months ended March 31, 2025 and 2024, respectively.