Bridgeline Digital, Inc.
For the period ended Mar 31, 2025. Filed May 15, 2025.
View on SEC.govAbout 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
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent 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 OperationsThe 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
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.