Table of Contents 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,, D.C. 20549

Form 10-Q

 (Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended DecemberMarch 31, 20172019

OR

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 333-139298

Bridgeline Digital, Inc.

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)files)   ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

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

The number of shares of Common Stock par value $0.001$0.001 per share, outstanding as of February 10, 2018May 13, 2019 was 4,200,219.950,642.

Bridgeline Digital, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period ended DecemberMarch 31, 2019 31, 2017

Index

1.   Description of Business

Overview

Bridgeline Digital, The Digital Engagement Company™ (the “Company”), helps customers with their digital experience from websites and intranets to online stores. Bridgeline’s iAPPS® platformstores and campaigns and integrates Web Content Management, eCommerce, eMarketing,Marketing Automation, Site Search, Authenticated Portals, Social Media management,Management, Translation and Web Analytics to help organizations deliver digital experiences to its customers. iAPPSds is a platform for large franchise and multi-unit organizations and also integrates Web Content Management, eCommerce, eMarketing, Social Media management, and Web Analytics.

experiences. The iAPPSBridgeline Unbound platform is delivered through a cloud-based SaaS (“Software as a Service”) multi-tenant business model, providing maintenance, daily technical operation and support; or via a traditional perpetual licensing business model, in which the iAPPS software resides on a dedicated server in either the customer’s facility or hosted by Bridgeline via a cloud-based hosted services model.

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

Locations

TheThe Company’s corporate office is located in Burlington, Massachusetts.  The Company has onethree wholly-owned subsidiary,subsidiaries: Bridgeline Digital Pvt. Ltd. located in Bangalore, India.India, Bridgeline Digital Canada, Inc. located in Ontario, Canada, and Stantive Technologies Pty. Ltd. located in Australia.

Increase in Authorized Shares and Reverse Stock Split

On June 29, 2017, April 26, 2019, the Company’sCompany’s Shareholders and the Board of Directors approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of shares of Common Stock, par value $0.001 per share (“Common Stock”), authorized for issuance thereunder from 50,000,000 shares to 2,500,000,000 shares (the “Increase in Authorized”). On the same date the Company’s Shareholders and the Board of Directors also approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of both its issued and outstanding and authorized shares of Common Stock, par value $0.001 per share, at a ratio of one (1) share of Common Stock for every fifty (50) shares of Common Stock at any time prior to December 31, 2019 (the “Reverse Split”) pursuant to which all classes of ourthe Company’s issued and outstanding shares of common stockCommon Stock at the close of business on such date were combined and reconstituted into a smaller number of shares of common stockCommon Stock in a ratio of 1one (1) share of common stockCommon Stock for every 5fifty (50) shares of common stock (“1-for-5Common Stock (“1-for-50 reverse stock split”). The 1-for-51-for-50 reverse stock split was effective as of close of business on July 24, 2017 May 1, 2019 (the “Effective Date”) and the Company’s stock began trading on a split-adjusted basis on July 25, 2017.May 2, 2019.

The reverse stock split reduced the number of shares of the Company’s common stock currently outstandingCompany’s Common Stock authorized from approximately 21 million2.5 billion shares to approximately 4.250 million shares. Proportional adjustments have been made to the conversion and exercise prices of the Company’s outstanding convertible preferred stock, warrants, restricted stock awards, and stock options, and to the number of shares issued and issuable under the Company’s Stock Incentive Plans.  Upon the effectiveness of the 1-for-5 reverse stock split, each five shares of the Company’s issued and outstanding common stock were automatically combined and converted into one issued and outstanding share of common stock, par value $.001.The Company did not issue any fractional shares in connection with the reverse stock split. Instead, any stockholder who would otherwise be entitled to receive a fractional share interests were rounded upof Common Stock as a result of the reverse stock split is entitled to receive a cash payment in lieu thereof based on the next largest whole share.average of the closing sales prices of a share of the Company’s Common Stock on the Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding the Effective Date. The reverse stock split does not modify the rights or preferences of the common stock.Common Stock. The number of authorized shares of the Company’s common stock remains at Common Stock is 50 million shares and the par value remains $0.001.$0.001. Common Stock issued and outstanding at March 31, 2019 after effectuation of the Reverse Split was 324,826 shares.

The accompanying unaudited interim condensed consolidated financial statements as of March 31, 2019 and September 30, 2018 and the three and six months ended March 31, 2019 and 2018 and footnotes have been retroactively adjusted to reflect the effects of the 1-for-51-for-50 reverse stock split.

Liquidity and Management’s Plans

The Company has a Loan and Security Agreement (“Heritage Agreement”) with Heritage Bank of Commerce (“Heritage Bank”) which has a maturity date of June 15, 2019. The Heritage Agreement currently provides for $2.5 million of revolving credit advances and may be used for acquisitions and working capital purposes. The credit advances may not exceed the monthly borrowing base capacity, which will fluctuate based on monthly accounts receivable balances. The Company may request credit advances if the borrowing capacity is more than the current outstanding loan advance, and must pay down the outstanding loan advance if it exceeds the borrowing capacity. As of December 31, 2017, the Company had an outstanding balance under the Heritage Agreement of $2.5 million.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

On October 10, 2017,

Liquidity and Management’s Plans

The Company has incurred operating losses and used cash in its operating activities for the past several years. Cash was used to fund operations, develop new products, and build infrastructure. During the past two fiscal years and continuing into the current fiscal year, the Company entered intohas executed on a Loanrestructuring plan that included a reduction of workforce and Security Agreement (the “Montage Loan” or “Loan Agreement”) withoffice space, which significantly reduced operating expenses. The Company is continuing to maintain tight control over discretionary spending in the current fiscal year.

In the second quarter of this current fiscal year, the Company concluded a private offering that raised a net $8.9 million in cash. Proceeds were used to pay down the Heritage Bank of Commerce line of credit to zero and pay the Company’s outstanding loan to Montage Capital II, L.P. (“Montage”).L.P in full. The Montage LoanCompany has a thirty-six (36) month term which expires on October 10, 2020. The Loan Agreement provides for up to $1.5 million of borrowingzero debt at March 31, 2019. Also, in the form of a non-revolving term loan which may be used bythis quarter the Company forused cash to purchase the assets of Seevolution, Inc and Stantive Technologies Group Inc., which assets included technology and customers. The Company believes the future revenues and cash flows from these newly acquired customers will supplement the working capital purposes. $1 million of borrowing was advanced on the date of closing (the “First Tranche”). An additional $500 thousand of borrowing will be available at the Company’s option in the event that the Company achieves certain financial milestones and is otherwise in compliance with its loan covenants (the “Second Tranche”).

On May 19, 2017, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission in relation to the registration of securities of the Company having an aggregate public offering price of up to $10 million. The determinate number of shares of common stock, preferred stock, warrants, and units of any combination thereof (collectively, the “Securities”) may be offered and sold from time to time, but shall not exceed $10 million in total. There have been no securities sold as of December 31, 2017.

Historically, the Company has had operating losses and working capital deficiencies, but has undertaken a long term cost reduction plan that includes staff reductions and office lease consolidations to compensatesustain operations for the shortfalls. The Company will continue to follow through with its plan and closely monitor and adjust such expenditures throughout the next twelve months.  While there can be no assurance assurances that the anticipated sales will be achieved for future periods to provide positive cash flows, the Company’s management believes it  has an appropriate cost structure in place to support the revenues that will be achieved under the Company’s operating plan. Management believes that it is probable that we will meet our working capital, capital expenditure and debt repayment needs for the next twelve months from the financial statementissuance date of issuance will be met. The cash balance as of December 31, 2017 of $1.1 million as well as collections from accounts receivable will be sufficient to meet the Company’s obligations for a minimum of twelve months from the financial statement issuance date. While not currently included in the Company’s operating plan and forecast, it may raise additional capital or borrow on its credit facility with Heritage Bank and/or advance the second tranche of funds from Montage Capital, if the respective financial milestones are met, in order to fund future operations. The ability to raise funds through these means may be helpful to the Company if the anticipated sales levels are not achieved or it cannot reduce operating expenses to account for any shortfalls.this Form 10-Q.

2.   Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and with the instructions to Form 10-Q10-Q and Regulation S-X,S-X, and in the opinion of the Company’s management. Thesemanagement these condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments and accruals, necessary for the fair presentation. The operating results for the three and six months ended DecemberMarch 31, 2017 2019 are not necessarily indicative of the results to be expected for the year ending September 30, 2018. 2019. The accompanying September 30, 2017 2018 Condensed Consolidated Balance Sheet has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by US GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K10-K for the year ended September 30, 2017.2018 filed with the Securities and Exchange Commission on December 28, 2018.

Subsequent Events

The Company evaluated subsequent events through the date of this filing and concluded there were no material subsequent events requiring adjustment to or disclosure in these interim condensed consolidated financial statements, except as already disclosed in these financial statements.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Recent Accounting PronouncementsRevenue Recognition

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No.2014-09, 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09)2014-09 or ASC 606), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. ASU 2014-09 isGAAP, which became effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.the Company on October 1, 2018. The core principle of ASU 2014-092014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-092014-09 defines a five stepfive-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09Under ASC 606, revenue is effectiverecognized when a customer obtains control of a promised good or service and is recognized in an amount that reflects the consideration that the entity expects to receive in exchange for the good or service. In addition, ASC 606 also includes subtopic ASC 340-40, Other Assets and Deferred Costs- Contracts with Customers, referred to herein as ASC 340-40, which provides guidance on accounting for certain revenue related costs including costs associated with obtaining and fulfilling a contract, discussed further below.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The Company inadopted the first quarter of fiscal 2019.Companies may adopt ASU 2014-09new revenue guidance using either the retrospective method, under which each prior reporting period is presented under ASU 2014-09, with the option to elect certain permitted practical expedients, or the modified retrospective method applied to those contracts which were not completed as of October 1, 2018. Results for reporting periods beginning after September 30, 2018 are presented under which a company adopts ASU 2014-09 from the beginning of the year of initial applicationnew guidance, while prior period amounts are not adjusted and continue to be reported in accordance with no restatement of comparative periods, with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application, with certain additional required disclosures. historic revenue guidance.  The Company plans to adopt the standard using the full retrospective method to restate each prior reporting period presented. Additionally, as the Company continues to assessapplied the new standard along with industry trendsusing practical expedients where:

Revenue recognition from the Company’s primary revenue streams remained substantially unchanged following adoption of ASC 606 and additional interpretivetherefore did not have a material impact on its revenues. The impact of applying the new guidance in fiscal 2019 versus the prior guidance resulted in a change to the period over which sales commissions are amortized to incorporate an estimated customer life. This resulted in a longer amortization period for deferred commission expense, which reduces expense compared to the application of the prior guidance.  

Upon adoption, Other current assets increased by $59 due to the capitalization of the current portion of sales commissions and other assets increased by $27 due to the capitalization of the noncurrent portion of sales commissions. Retained earnings decreased by $86 as a net result of these adjustments. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

The following tables summarize the impact of adopting ASC 606 on the Company’s condensed consolidated financial statements during the six months ended and as of March 31, 2019:

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

The Company derives its revenue from three sources: (i) Software Licenses, which are comprised of subscription fees ("SaaS"), perpetual software licenses, and maintenance for post-customer support (“PCS”) on perpetual licenses, (ii) Digital Engagement Services, which are professional services to implement our products such as web development, digital strategy, information architecture and usability engineering and (iii) hosting of perpetual licenses. Customers who license the software on a subscription basis, which can be described as “Software as a Service” or “SaaS” and do not take possession of the software.  

Revenue is recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company may adjust its implementation plan accordingly.expects to be entitled to in exchange for those services. If the consideration promised in a contract includes a variable amount, for example, overage fees, contingent fees or service level penalties, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company’s subscription service arrangements are non-cancelable and do not contain refund-type provisions. Revenue is reported net of applicable sales and use tax.

AsThe Company recognizes revenue from contracts with customers using a five-step model, which is described below:

Identify the customer contract

A customer contract is continuinggenerally identified when there is approval and commitment from both the Company and its customer, the rights have been identified, payment terms are identified, the contract has commercial substance and collectability and consideration is probable.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Identify performance obligations that are distinct

A performance obligation is a promise to assess all potential impactsprovide a distinct good or service or a series of distinct goods or services.  A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.  

Determine the transaction price

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding sales taxes that are collected on behalf of government agencies.  

Allocate the transaction price to the distinct performance obligations

The transaction price is allocated to each performance obligation based on the relative standalone selling prices (“SSP”) of the new standard, it currently believes thatgoods or services being provided to the impact will not be significant. A large portioncustomer.  The Company determines the SSP of its goods and services based upon the historical average sales prices for each type of software license and professional services sold.  

Recognize revenue as the performance obligations are satisfied

Revenues are recognized when or as control of the Company’s businesspromised goods or services is for the licensing of Software-as-a-Service (SaaS) term-based software licenses bundled with maintenance and support. Under current GAAP, the revenue attributabletransferred to these softwarecustomers.  Revenue from SaaS licenses is recognized ratably over the term ofsubscription period beginning on the arrangement because VSOE does not exist fordate the undelivered maintenance and support element as itlicense is not sold separately. To apply the revenue standard, a company must first determine whether a contract includes a promise of amade available to customers. Most subscription contracts are three-year terms. Customers who license of intellectual property. A separate promise of a license exists when (1) the customer has the contractual right to take possession of the software at any time without significant penalty and (2) the customer can run the software on its own hardware or contract with another party unrelateda perpetual basis receive rights to use the vendorsoftware for an indefinite time period and an option to hoist of the software. Neither of these criteria are met with our current SaaS licensing arrangements, therefore,purchase post-customer support (“PCS”). PCS revenue recognition will continue to beis recognized ratably on a straight-line basis over the period of service.performance and the perpetual license is recognized upon delivery.  The Company also offers hosting services for those customers who purchase a perpetual license and do not want to run the software in their environment. Revenue recognition relatedfrom hosting is recognized ratably over the service period, ranging from one to ourthree-year terms. The Company recognizes revenue from professional services is expected to remain substantially unchanged.as the services are provided.

Another significant provision under ASU 2014-09 includesDisaggregation of Revenue

The Company provides disaggregation of revenue based on geography and product groupings within the capitalizationnotes (Note 13) as it believes this best depicts how the nature, amount, timing and amortizationuncertainty of costs associated with obtaining a contract, such as sales commissions. Currently, the Company expenses sales commissions revenue and cash flows are affected by economic factors.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in the period incurred. Under ASU 2014-09, directthousands, except share and incremental costs to acquire a contract are capitalized and amortized using a systematic basis over the pattern of transfer of the goods and services to which the asset relates. While we are continuing to assess the impact of this provision of ASU 2014-09, we likely will be required to capitalize incremental costs such as commissions and amortize those costs over the period the capitalized assets are expected to contribute to future cash flows. Due to the complexity of certain of our contracts, the actual accounting treatment required under the new standard for these arrangements may be dependent on contract-specific terms and therefore may vary in some instances.per share data)

Deferred Revenue

Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as noncurrent deferred revenue included in Other long-term liabilities.  Deferred revenue during the six months ended March 31, 2019 increased by $758.  As of March 31, 2019, approximately $8 of revenue is expected to be recognized from remaining performance obligations for contracts with original performance obligations that exceed one year.  The Company expects to recognize revenue on approximately 99% of these remaining performance obligations over the next 24 months, with the balance recognized thereafter.  

Deferred Capitalized Commission Costs

The incremental direct costs of obtaining a contract, which primarily consist of sales commissions paid for new subscription contracts, are deferred and amortized on a straight-line basis over a period of approximately three years. The Company evaluated both qualitative and quantitative factors, including the estimated life cycles of its offerings, renewal rates, and its customer attrition to determine the amortization periods for the capitalized costs. The initial amortization period will generally be the customer contract term, which is typically thirty-six (36) months, with some exceptions. Deferred capitalized commission expense that will be recorded as expense during the succeeding 12-month period is recorded as current deferred capitalized commission costs, and the remaining portion is recorded as long-term deferred capitalized commission costs. Total Deferred capitalized commissions were $86 as of the quarter ended March 31, 2019 compared to $77 as of  the year ended September 30, 2018. Current deferred capitalized commission costs are included in Other current assets in the Condensed Consolidated Balance Sheet and noncurrent deferred capitalized commission costs are included in Other assets in the Condensed Consolidated Balance Sheet. Amortization expense for the three and six months ended March 31, 2019 was $19 and $34, respectively.

Accounting Pronouncements Pending Adoption

Leases

In February 2016,2016, the FASB issued ASU No.2016-02, 2016-02, which is guidance on accounting for leases. ASU No,2016-02No. 2016-02 requires lessees to recognize most leases on their balance sheets for the rights and obligations created by those leases. The guidance requires enhanced disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases and will be effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The guidance requires the use of a modified retrospective approach. The Company is evaluating the impact of the guidance on its consolidated financial position, results of operations and related disclosures.

Income TaxesEarnings Per Share

On

In July 2017, the FASB issued ASU No. 2017-11, which simplifies the accounting for certain financial instruments with down round features. This new standard will reduce income statement volatility for many companies that issue warrants and convertible instruments containing such features. ASU 2017-11 is effective for public companies in 2019 and all other entities in 2020. Management is currently evaluating the impact of the new guidance on its consolidated financial statements.

Compensation –Stock Compensation

In June 2018, the FASB issued ASU 2018-07, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 is effective for interim periods in fiscal years beginning after December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that will affect15, 2018, with early adoption permitted, but no earlier than the Company’s fiscal year ending September 30, 2018, including, but not limitedadoption date of Topic 606. The new guidance is required to reducingbe applied retrospectively with the U.S. federal corporate tax rate.  The Tax Act reducescumulative effect recognized at the federal corporate tax rate to 21 percent indate of initial application. Management is currently evaluating the fiscal year ending September 30, 2018.  The reductionimpact of the corporate tax rate will cause the Company to reduce its deferred tax asset to the lower federal base rate and adjust the allowance against the deferred tax asset by the same amount. The Company has not yet determined the impact the rate reduction will havenew guidance on its gross deferred tax asset and liabilities and offsetting valuation allowance. The Company has a full allowance against the deferred tax asset and as a result there was no impact to income tax expense for the quarter ended December 31, 2017.consolidated financial statements.

The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the company has utilized to calculate the transition impact. The Securities Exchange Commission has issued rules that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. We currently anticipate finalizing and recording any resulting adjustments by the end of our current fiscal year ending September 30, 2018.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

Cash FlowsIntangibles – Goodwill and Other - Internal-Use Software

In August 2016, 2018, the FASB issued ASU 2016-15,2018-15, which addresses a customer’s accounting for implementation costs incurred in a cloud computing arrangement that is intended to reduce diversity in practice in how certain transactions are classified ina service contract. Under the statement of cash flows, specifically certain cash receipts and cash payments. The standardnew guidance, customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. ASU 2018-15 is effective for public businessinterim periods in fiscal years beginning after December 15, 2019, with early adoption permitted.

Fair Value

In August 2018, the FASB issued ASU 2018-13, which is guidance that changes the fair value measurement disclosure requirements of ASC 820. This guidance is will be effective for all entities financial statements issued for fiscal years beginning after December 15, 2017, 2019, including interim periods therein. Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU. The Company is evaluating the impact the update will have on its disclosures.

Financial Instruments – Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective method. Management does not expect the adoption of this Standard to have a material impact on our consolidated cash flows.

In November 2016, the FASB issued ASU No.2016-18 which requires entities to include in their cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. As a result, companies will no longer present transfers between cash and cash equivalents, and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption of ASU 2016-18 is permitted, including adoption in an interim period. Management is currently evaluating the adoption of ASU 2016-18 on its consolidated financial statements.

Goodwill

In January 2017, the FASB issued ASU No.2017-04 to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance will be applied prospectively and is effective for annual reporting periods ending December 31, 2020 and thereafteryears with early adoption permitted. ManagementThe Company is currently evaluating the impact ofthat the new guidancestandard will have on its consolidated financial statements.

Business Combinations

In January 2017, the FASB issued ASU No.2017-01, which amended the existing FASB Accounting Standards Codification Topic 805 Business Combinations. The standard provides additional guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including acquisitions, disposals, goodwill,statements and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted. Management is currently evaluating the impact of the new guidance on its consolidated financial statements.related disclosures.

All other Accounting Standards Updates issued but not yet effective are not expected to have a material effect on the Company’sCompany’s future financial statements.

3. Accounts Receivable and Unbilled Receivables

Accounts receivable and unbilled receivables consists of the following:

4.Acquisitions

On February 13, 2019, the Company entered into an Asset Purchase Agreement with Seevolution Inc, a Delaware corporation, Celebros, Inc., a Delaware corporation, and Elisha Gilboa, an individual and shareholder of Seevolution, (the “Seevolution Asset Purchase Agreement”). The Seevolution Asset Purchase Agreement sets forth the terms and conditions pursuant to which the Company acquired certain assets in exchange for consideration paid consisting of (i) $418 in cash at the time of the purchase, (ii) the payment of $100 of additional cash to be paid out $10 per month for ten months starting April 30, 2019 and (iii) 40,000 shares of Bridgeline Digital common stock. 

The Company accounted for the Seevolution transaction as an asset acquisition. The Company determined that substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset or a group of similar identifiable assets, which prevented the assertion that the purchased assets would qualify as a business. Goodwill is not recognized in an asset purchase. The excess consideration was transferred over the fair value of the net assets acquired and allocated on a relative fair value basis to the identifiable net assets.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

On March 13, 2019, the Company entered into an Asset Purchase Agreement with Stantive Technologies Group Inc., (“Stantive”) a corporation organized under the laws of Ontario, Canada to purchase substantially all of the assets of Stantive and assume certain liabilities. Stantive’s product, Orchestra CMS, is a content and digital experience platform built 100% on Salesforce. The Company also acquired all of the outstanding stock of Stantive Technologies Group, Pty, a company incorporated in Australia, which was a subsidiary of Stantive. The total purchase price, including cure costs, for Stantive and its Australian subsidiary was $5.2 million in cash.

The Company accounted for the Stantive transaction as a business combination. The Company determined that substantially all of the fair value of the gross assets acquired was concentrated in more than a single identifiable asset or a group of similar identifiable assets. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date. The fair value of the intangible assets were based on valuations using a discounted cash flow model which requires significant estimates and assumptions, including estimating future revenues and costs. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The goodwill recorded is attributable to expected synergies and customer cross selling opportunities between the Company and Stantive. Goodwill is not deductible for tax purposes. The total purchase price of $5.2 million was allocated as follows: net assets and assumed liabilities of $900 thousand, identifiable intangible assets of $3.0 million, and $1.3 million of goodwill.

The Company assessed the fair market value of the acquired companies as of the respective purchase dates, as follows:

As part of the Seevolution acquisition, of the $1.0 million allocated to intangible assets, $602 is allocated to customer relationships, $401 is allocated to technology with an average useful life of five years, and $21 is allocated to trademarks with an average useful life of one year.

As part of the Stantive acquisition, of the $3.0 million allocated to intangible assets, $1.7 million is allocated to customer relationships and $1.2 million is allocated to technology with an average useful life of five years, and $75 is allocated to trademarks with an average useful life of one year.

Total revenue from the Stantive acquisitions totaled $189 for the three months ended March 31, 2019. Total earnings from the acquisition is impracticable to disclose as the acquisition was an asset purchase and the operations were merged with existing operations and not accounted for separately. The Company has determined that the Stantive acquisition is significant and will be filing unaudited pro forma financial information within the time period specified by the Securities and Exchange Commission.

BRIDGELINE DIGITAL, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

45.   Fair Value Measurement and Fair Value of Financial Instruments

The Company’sCompany’s other financial instruments consist principally of accounts receivable, accounts payable, and debt. The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. Additionally, companies are required to provide disclosure and categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. The fair value hierarchy is defined as follows:

Level1—Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

Level2—Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly.

Level3—Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date.

The Company believes the recorded values for accounts receivable and accounts payable and short termshort-term debt approximate current fair values as of DecemberMarch 31, 2017 2019 and September 30, 2017 2018 because of their short-term nature and durations. The carrying value of long termlong-term debt also approximates fair value as of DecemberMarch 31, 2017 2019 and September 30, 20172018 based upon the Company'sCompany’s ability to acquire similar debt at similar maturities. maturities and renew current debt instruments under similar terms as the original debt.

In the three months ended December 31,October 2017, the Company recorded a liability associated with a conversion feature embedded in a warrant to purchase common stock issued to Montage Capital.Capital II, L.P (“Montage Capital”). The fair value of the warrant liability will utilizeutilizes a Level 3 input. To determine the value of the warrant liability, the Company used a Monte Carlo option-pricing model, which takes into consideration the market values of comparable public companies, considering among other factors, the use of multiples of earnings, and adjusted to reflect the restrictions on the ability of our shares to trade in an active market. The Monte Carlo option-valuation model also uses certain assumptions to determine the fair value, including expected life and annual volatility. Such inputs used to value the warrant liability includeThe initial valuation assumptions included an expected life of eight (8) (8) years, annual volatility of 80%, and a risk-free interest rate of 2.24%. At March 31, 2019, annual volatility decreased to 75%, the risk-free rate was 2.29% and the Company’s stock price declined to $8.00 per share.

The fair value of thethe warrant liability was valued at the loan execution date in the amount of $341$341 and will beis revalued at the end of each reporting period to fair value. The fair value at December 31, 2017 was $338 andof the warrant is included in other long termWarrant liabilities in the Condensed Consolidated Balance Sheet. Changes in fair value are included in interest and other expense in the Condensed Statement of Operations in the period the change occurs. In total, the Company has recorded a change in fair value of $219 since the original valuation in October 2017. The fair value of the warrant at March 31, 2019 is $122.

AssetsIn connection with the private offering of Series C Convertible Preferred Stock issued on March 12, 2019, the Company issued Series A, Series B and liabilitiesSeries C warrants (“collectively, the “Series Warrants”) to accredited investors.  As the Company did not have the authorized and registered shares available to issue the underlying common stock upon exercise of the Company measuredSeries Warrants at March 31, 2019 (See Note 10), these Series Warrants have been classified as liabilities. Further, the Series Warrants contain a provision where the warrant holder has the option to receive cash, equal to the Black-Scholes fair value onof the remaining unexercised portion of the warrant, as cash settlement in the event that there is a recurring basisfundamental transaction (contractually defined to include various merger, acquisition or stock transfer activities.) Due to this provision, it is required that these warrants are classified as liabilities. The fair values of Decemberthe Series Warrants have been determined using the Monte Carlo option-pricing model. Changes in fair value are included in interest expense in the Statement of Operations in the period the change occurs. The valuation assumptions included an average expected life of five and one-half (5.5) years, annual volatility of 76.8%, and a risk-free interest rate of 2.4% and the fair value was determined to be $21.5 million. The fair value of the Series Warrants at March 31, 2017 are as follows:2019 is $20.5 million. As a result of the change in fair value since the original valuation date, the Company recorded a change in fair value of $1 million in the three months ended March 31, 2019, which is included in interest and other expense in the Statement of Operations. The fair value of the Series Warrants is included in Warrant liabilities in the Condensed Consolidated Balance Sheet.