Texas Business Unit to Serve as Bridgeline's South Central Office
Company Announces the Completion of a Private Placement Offering
BURLINGTON, Mass., June 4, 2012 (GLOBE NEWSWIRE) -- Bridgeline Digital,
Inc. (Nasdaq:BLIN), developer of the award-winning iAPPS web engagement
platform and related interactive solutions, announced today that it has
acquired MarketNet, expanding its North American presence and building
the iAPPS distribution network into the South Central United States
Founded in 1994, MarketNet is an award-winning interactive technology
company that provides web application development, web design, mobile
application development, usability, web content management system
integrations, and eCommerce implementations for its customers.
MarketNet is a Microsoft Gold Certified Development Partner.
MarketNet's trailing 12 month revenues were $2.7 million; servicing a
.NET customer base that includes Dell Computer, Kennedy Space Center,
USO, Dallas Forth Worth Airport, The Delaware North Group, and Samsung.
To learn more about MarketNet, please visit www.marketnet.com.
Bridgeline Digital acquired MarketNet for $1.2 million, in a
combination of cash, common stock, and earn-out consideration based on
certain future financial performance. MarketNet's Founder and Principal
Owner, Jill Bach and Vice President, Alan Bach have joined Bridgeline
Digital's leadership team. As part of Bridgeline, Alan will be the
Senior Vice President and General Manager for the Texas region and Jill
will be the Senior Vice President of Engagements.
"We are very excited about our merger with Bridgeline," stated Alan
Bach, Principal and Vice President of MarketNet. "The iAPPS product
suite is an impressive and powerful solution that we believe our
customer base and the Texas market will embrace. In addition, we
believe Bridgeline's disciplines in sales and engagement delivery
methodologies will help us to significantly grow our business unit."
"We are ecstatic about our merger with the MarketNet team," stated
Thomas Massie, Bridgeline Digital's Chairman and Chief Executive
Officer. "MarketNet has outstanding development and delivery
capabilities that closely mirror Bridgeline's. In addition, we believe
their deep knowledge in web content management and eCommerce will
increase iAPPS distribution in the South Central United States, which
is a very important target market for Bridgeline."
Bridgeline Digital also announced today that it has received
subscriptions from select accredited investors for gross proceeds of
$2.5 million in a private placement offering. Taglich Brothers, Inc.
acted as placement agent on the transaction. Bridgeline intends to use
the proceeds of the offering for working capital to support its recent
alliance with a Fortune 500 Company, general working capital, and for
potential future expansion acquisitions.
Mike Taglich, President of Taglich Brothers Inc., commented, "We are
very excited with the rapid growth of iAPPS and Bridgeline Digital's
future. The completed private placement offering was for non-registered
Bridgeline common stock, at a slight discount from the Company's 30 day
average trading price, and we were pleased to see that the offering was
oversubscribed. We at Taglich Brothers are thrilled to be long-term
investors in Bridgeline Digital; principals of our firm personally
purchased over 20% of the Bridgeline private placement offering."
The securities offered in the private placement have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or applicable state securities laws. Accordingly,
the securities may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act and
such applicable state securities laws. The securities were offered only
to qualified accredited investors.
This release does not constitute an offer to sell or the solicitation
of an offer to buy the securities, nor shall there be any sale of
securities in any state in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of such state.
Additional information about the acquisition of MarketNet, the private
placement and Bridgeline Digital, can be found in Bridgeline Digital's
Current Report on Form 8-K which will be filed with the Securities and
About Bridgeline Digital
Bridgeline Digital is developer of the award-winning iAPPS(R) Web
Engagement Platform and related interactive solutions. The iAPPS
platform deeply integrates Web Content Management, eCommerce,
eMarketing, and web Analytics capabilities within the heart of mission
critical websites or eCommerce web stores. iAPPS enables customers to
enhance and optimize the value of their web properties. Combined with
award-winning interactive development capabilities, Bridgeline helps
customers cost-effectively accommodate the changing needs of today's
rapidly evolving web properties; allowing them to maximize revenue,
improve customer loyalty, enhance employee knowledge, and reduce
The iAPPS product suite is delivered through a Cloud-based SaaS
business model, whose flexible architecture provides customers with
state-of-the-art deployments that provide maintenance and 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 Bridgeline's
co-managed hosting facility.
Bridgeline Digital is headquartered near Boston with additional
locations in Atlanta, Baltimore, Chicago, Dallas, Denver, New York,
Philadelphia, Tampa, and Bangalore, India. Bridgeline has hundreds of
customers ranging from middle market organizations to divisions within
Fortune 1,000 companies that include: L'Oreal, Sun Chemical, Parametric
Technologies Corp, Blue Cross Blue Shield, Novartis, Shaw Flooring,
Endo Pharmaceuticals, Guardian Life, Tosoh, Dover, ViaWest, PODS, AARP,
Cadaret Grant & Co., CFO Magazine, and the American Academy of
Pediatrics. To learn more about Bridgeline Digital, please visit
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995
All statements included in this press release, other than statements or
characterizations of historical fact, are forward-looking statements.
These forward-looking statements are based on our current expectations,
estimates and projections about our industry, management's beliefs, and
certain assumptions made by us, all of which are subject to change.
Forward-looking statements can often be identified by words such as
"anticipates," "expects," "intends," "plans," "predicts," "believes,"
"seeks," "estimates," "may," "will," "should," "would," "could,"
"potential," "continue," "ongoing," similar expressions, and variations
or negatives of these words. These forward-looking statements are not
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and assumptions including the risks described in our filings with the
Securities and Exchange Commission that could cause our actual results
to differ materially and adversely from those expressed in any
forward-looking statement. We expressly disclaim any obligation to
update any forward-looking statement.
Frequently Asked Questions
1. Who is MarketNet?
Founded in 1994, MarketNet is an award-winning interactive technology
company that provides web application development, mobile application
development, web content management system integrations, and eCommerce
implementations for its customers. MarketNet is a Microsoft Gold
Certified Development Partner that serves a .NET customer base that
includes Dell Computer, Kennedy Space Center, USO, Dallas Forth Worth
Airport, The Delaware North Group, and Samsung. To learn more about
MarketNet, please visit www.marketnet.com.
2. Why did Bridgeline Digital acquire MarketNet?
From time to time, Bridgeline Digital intends to selectively acquire
Microsoft Gold Certified web development companies that will be poised
to significantly extend its geographic reach and accelerate the iAPPS
Product Suite's time to market in a specific large North American
metropolitan markets or international countries.
MarketNet is a leading web development firm in the Dallas, Texas area.
The South Central United States market is one of Bridgeline Digital's
key target markets where the Company does not currently have a physical
Texas and its surrounding states; Louisiana, Arkansas, Oklahoma, and
New Mexico have over 2,500 companies that are headquartered in the
territory that have annual revenues of $25 million or greater. This
serves as Bridgeline Dallas' Total Addressable Market (TAM). One of
Bridgeline Dallas' initiatives is to proactively market the unique
benefits and features of a iAPPS driven Web Store or Mission Critical
Web Site to each of the Marketing professionals within its identified
TAM. Typically mid-market companies and large companies will
re-platform their Web Store or Mission Critical Web Site every 36 to 48
months. It is Bridgeline's marketing awareness goal to ensure that
iAPPS is tip-of-tongue at the time a company makes the decision to
MarketNet (Bridgeline Dallas) has a team of developers who possess
strong .NET and MySQL skill sets. This team has excellent subject
matter expertise in implementing .NET content management systems and
eCommerce systems. The iAPPS Product suite is a .NET platform that
Bridgeline Digital believes the MarketNet acquisition is a strong fit
from a local leadership, technological, sales, geographic, cultural and
3. How are customers expected to benefit from the acquisition?
MarketNet (Bridgeline Dallas) has a very good backlog and qualified
pipeline that are expected to produce iAPPS opportunities quickly. In
addition, MarketNet's customer base has 61 customers that will
introduce to the iAPPS product suite over the next few months, helping
Bridgeline to accelerate iAPPS time to market in the region.
4. What are MarketNet's annual revenues?
MarketNet's trailing 12 months revenues were $2.7 million.
5. What is the estimated financial impact of the MarketNet acquisition
to Bridgeline Digital?
We believe the MarketNet acquisition (Bridgeline Dallas) will provide
quarterly revenues of approximately $700 thousand. In addition we
believe the MarketNet acquisition will produce positive Operating
Income contribution and be accretive in Bridgeline's quarter ending
September 30, 2012.
6. What were the financial terms of the transaction?
Bridgeline Digital acquired MarketNet for $1.2 million in a combination
of cash, common stock, and earn-out consideration based on certain
future financial performance. Below is a breakdown of the transaction:
-- $320,000 in cash and debt retirement at the closing
-- $250,000 in Bridgeline Common Stock that is held in escrow and earned
over a 12 quarter period
-- 8,500 shares to be released each quarter from escrow when $700,000
in quarterly revenue is achieved by the Dallas Business Unit
-- 8,500 shares to be released each quarter from escrow when $100,000
in quarterly operating income is achieved by the Dallas Business Unit
-- $650,000 earn out to be paid in cash when earned over a 12 quarter
-- $27,000 of cash paid when $700,000 or greater in quarterly revenue
is achieved by the Dallas Business Unit
-- $27,000 of cash to be paid when $100,000 or greater in quarterly
operating income is achieved by the Dallas Business Unit
7. How many MarketNet employees are joining Bridgeline Digital?
17 full time MarketNet employees have joined Bridgeline Digital and
will all operate out of the Plano, Texas office. The experience and
competencies of the 17 employees are business development
professionals, .NET architects, .NET developers, web designers, digital
strategist, and project managers.
CONTACT: Bridgeline Digital, Inc.
Director, Investor Relations