ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Aug. 31, 2014 |
Notes to Financial Statements | ' |
Organization and Basis of Presentation and Description of Business | ' |
The accompanying unaudited interim financial statements of Hipcricket, Inc. (“Hipcricket,” the “Company,” “we,” or “us”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report on Form 10-K filed with the SEC on May 14, 2014. |
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In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the fiscal year ended February 28, 2014 included in our Annual Report on Form 10-K have been omitted. The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. |
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Description of Business |
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We provide an end-to-end, data driven mobile engagement and analytics solution that empowers brands, agencies and media companies to drive customer engagement, loyalty and sales. Our proprietary, scalable and user friendly AD LIFE® software-as-a service (“SaaS”) platform (“AD LIFE Platform” or the “Platform”) creates measurable, real-time, one-to-one relationships between companies and their current or prospective customers, using text messages, multimedia messages (“MMS”), mobile web sites, mobile applications, mobile coupons, quick response (“QR”) codes and via mobile advertising. |
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Our AD LIFE Platform is a mobile engagement solution that simplifies the entire mobile ecosphere into a single, scalable, self-service access point. The Platform enables our customers to quickly plan, create, test, deploy, monitor, measure and optimize interactive mobile marketing and advertising programs throughout the campaign lifecycle across nearly every major mobile channel. We have delivered over 400,000 campaigns since 2004, across hundreds of customers including Fortune 100 and other established brand clients. Additionally, we have earned a greater than 90% renewal rate with our mobile marketing customers. |
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Using our patented device-detection and proprietary mobile content adaptation software, the AD LIFE Platform addresses the mobile marketing industry problem of disparate operating systems, device types, and on-screen mobile content rendering. We also provide business-to-consumer utilities, including national mobile couponing solutions, strategic mobile healthcare tools, custom mobile application development, and consumer data tracking and analytics. Our products serve marketers, brands, and agencies in many vertical markets, including automotive, retail, consumer products, food and beverage, media and broadcast, pharmaceutical and restaurant brands. |
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The Platform features a rich analytics engine that sources real-time campaign data, in addition to third party and client information, to personalize mobile advertising and marketing campaigns, thereby increasing the effectiveness of these messages and the likelihood of re-engagement. The Platform automatically tracks mobile phone numbers through interactions across nearly every major mobile channel, capturing and applying additional data to build a more complete consumer profile. Our current database consists of detailed profiles on millions of mobile phone numbers, which, by employing third party data, can be turned into virtually unlimited segments. These data help advertisers understand the most effective use of advertising resources and help optimize their marketing spend, especially for projects that feature repeat customer relationships. Our applied analytics product, which was released in fiscal year 2014, offers technologies and solutions designed to help advertisers dynamically track, measure and analyze the performance of their advertising and marketing investments in real time to rapidly tailor their mobile marketing activities. |
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The mobile marketing and advertising landscape, while in its early stages, is highly competitive. Many of the landscape’s significant players are focused on delivering point solutions targeting a specific segment of the mobile marketing and/or advertising landscape. We believe that we differ from the competition by offering complete, end-to-end mobile advertising, mobile marketing, and analytics solutions delivered through our AD LIFE Platform. |
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Our advanced, comprehensive, and fully integrated Platform drives revenue primarily through license fees, content development fees, short message service (“SMS”) campaign fees, and fees associated with various add-on promotional applications in the Platform. Additional revenue is generated by platform administration and professional service fees related to the mobilization of client content and implementation of marketing campaigns through the Platform. |
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Our portfolio of patents covers technical processes and methods related to behavioral targeting — the automatic provision of customized content to individuals based on information such as past web activity, personal preferences, geography, or demographic data. As of August 31, 2014, we owned 23 U.S. patents. We are pursuing on a selective basis, additional patents that generally relate to targeting, analytics, advanced mobile marketing, customized content delivery, and mobile and networked marketing technology. |
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We are a corporation organized under the laws of the State of Delaware in March 2000. We were formally known as Augme Technologies, Inc. and changed our name to Hipcricket, Inc. in August 2013. Our principal executive offices are located at 110 110th Avenue NE, Bellevue, WA 98004. Our telephone number is (425) 452-1111. Our corporate website is www.hipcricket.com. Information contained in or accessible through our website is not part of this report. |
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Hipcricket®, Inc., Augme® Technologies™, AD LIFE® (“AD LIFE”), AD SERVE®, A+®, Boombox® and the Company logos are trademarks of Hipcricket, Inc. |
Liquidity | ' |
As of August 31, 2014 and February 28, 2014, we had accumulated deficits of $185.0 million and $133.6 million, respectively. We are subject to the risks and challenges associated with companies at a similar stage of development including dependence on key individuals, successful development and marketing of our products and services, integration of recent business combinations, competition from substitute products and services and larger companies with greater financial, technical management and marketing resources. Any of the following factors could have a significant negative effect on our future financial position, results of operations and cash flows: unanticipated fluctuations in quarterly operating results, adverse changes in our relationship with significant customers or failure to secure contracts with other customers, intense competition, failure to attract and retain key personnel, failure to protect intellectual property, decreases in the migration trends from traditional advertising methods to digital and mobile media and the inability to manage growth. |
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We will require substantial additional capital to fund our continuing operations and execute our key business strategies. Such funds may not be readily available or may not be on terms that are favorable to us. Currently, we are funding operations primarily through borrowings under our accounts receivable facility with Fast Pay Partners LLC and through a buildup of our accounts payable balances. In January 2014, we retained the corporate advisory services of Canaccord Genuity to explore and evaluate strategic alternatives. We are currently evaluating a variety of strategic transactions, including possible dispositions of assets, sale of the company, or other potential transactions. We have not set a timetable for completion of the strategic review, and there can be no assurance the process will result in a transaction or pursuit of any strategic transaction. |
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In addition to strategic transactions, we are also evaluating potential opportunities to raise capital through the sale of equity or debt securities. Any such financing transactions likely would require us to effect a reverse stock split of our common stock in order to have sufficient common shares available for issuance and would result in significant dilution of existing stockholders. Additionally, such financing, if any, may give new investors rights, preferences and privileges that are superior to those of existing stockholders, could result in significant interest or other costs, or may require us to license or relinquish certain intellectual property rights. |
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On October 14, 2014, we announced that our board of directors approved a 1-for 40 reverse split of our common stock, to be effective upon completion of the regulatory qualification process with the Financial Industry Regulatory Authority (“FINRA”). Subject to receipt of FINRA clearance, we currently anticipate that the reverse stock split will be effective within the next several weeks. The reverse stock split was approved by our stockholders at the annual meeting of stockholders held on September 18, 2014. We intend to issue a press release at the effective time of the reverse stock split. |
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As a result of the reverse stock split, every 40 shares of our common stock automatically will be combined into one issued and outstanding share of common stock without any change in the par value per share. Any fractional shares which might result from the reverse split will be rounded up to the next whole share. The reverse stock split will reduce the number of authorized shares of our common stock outstanding from approximately 154.8 million to 3.9 million. The reverse stock split will not impact the number of our authorized common shares. As a result, the proportion of common shares owned by our stockholders relative to the number of shares available for issuance will decrease, and the additional authorized shares of common stock will be available for issuance at such times and for such purposes as our board deems advisable without further action by our stockholders, except as required by law or regulation. We have no assurance that the reverse stock split will increase the market price or improve the marketability and liquidity of our common stock to a level that may make it more attractive to potential investors, or that a financing transaction otherwise can or will be accomplished in a timely manner, on favorable terms, or at all. |
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If sources of capital are unavailable, or are available only on a limited basis or under unacceptable terms, we would be required to substantially reduce or discontinue our investments in new customers and new products; reduce selling, marketing, general and administrative costs related to our continuing operations; limit the scope of our continuing operations; or explore liquidation alternatives, including seeking protection from creditors through the application of the bankruptcy laws. Due to the nature of our operations and financial commitments we may not have the discretion to reduce operations in an orderly manner to a more sustainable level without impacting future operations. Our financial statements contained in this report have been prepared assuming that we will continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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In June 2014, we implemented changes to our operating plan focused on fostering profitable and sustainable revenue growth and optimizing our expense structure. The changes are designed to conserve our resources and realize operating efficiencies by focusing our sales efforts on higher value customers, concentrating our development effort on maintaining and enhancing our product offering, using technology to reduce product delivery costs, and consolidating certain non-core personnel positions. We expect to see the financial benefits of the new operating plan beginning in the third fiscal quarter ending November 30, 2014. We intend to continue our efforts to minimize cash spend and identify additional costs savings opportunities while carefully investing our resources and protecting our strategic assets to strengthen our position in the mobile marketing and mobile advertising industry. |
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On June 2, 2014, we secured an accounts receivable-based credit facility from Fast Pay Partners LLC (“Fast Pay”) to help fund our working capital needs. The revolving loan credit facility has an initial one year term and allows us to borrow up to 70% of the gross value of our eligible accounts receivable up to a maximum of $5.0 million. As of August 31, 2014, we had $1.8 million available under the credit facility based on our eligible accounts receivable balance. Under the terms of the Financing and Security Agreement (the “Agreement”), Fast Pay may, at its sole discretion, purchase our eligible accounts receivables with recourse. Each account receivable purchased by Fast Pay will be subject to a factoring fee of (i) 1.25%, flat fee, of the gross value of the account for the initial 30-day period; (ii) 1.25%, prorated daily, of the gross value of the account outstanding, commencing on day 30 and ending on day 89, and (iii) 1.75%, prorated daily, of the gross value of the account outstanding, commencing on day 90 and continuing thereafter. The minimum monthly fee beginning on July 1, 2014 is $12,500. Our obligations under the credit facility are secured by substantially all of our assets. On June 18, 2014 we used cash available under the credit facility to repay our loan facility with Silicon Valley Bank (“SVB”) and the SVB loan facility was terminated. |
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We currently do not meet the minimum $75 million public float requirement for use of Form S-3 registration for primary sales of our common stock. Until such time as we satisfy the $75 million public float and other requirements for use of Form S-3 registration, we will be required to use a registration statement on Form S-1 to register any public offering of our securities with the SEC or must issue such securities in a private placement or other transaction exempt from registration under federal securities law, which could increase the cost of raising capital. |
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Principles of Consolidation | ' |
Prior to October 2013, our financial statements were consolidated and included the accounts of Hipcricket, Inc., formerly Augme Technologies, Inc., and our wholly owned subsidiaries. In October 2013, we merged Hipcricket, Inc. and our subsidiaries into a single entity and our financial statements have been prepared on an unconsolidated basis since that date. |
Use of Estimates | ' |
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the financial statements. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Actual results could differ from those estimates. Significant estimates relate to allowances for tax assets, the use of the Black-Scholes-Merton pricing model for valuing stock option and common stock warrant issuances, estimates of future cash flows used to estimate the value of long-lived assets and implied fair value of goodwill, revenues earned from percentage of completion contracts and the period in which revenues should be recorded. |
Summary of Significant Accounting Policies | ' |
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. The same accounting policies are followed for preparing the quarterly and annual financial information unless otherwise disclosed. |