Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 08, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'FNJN | ' |
Entity Registrant Name | 'FINJAN HOLDINGS, INC. | ' |
Entity Central Index Key | '0001366340 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 22,368,453 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $27,152 | $91,545 |
Accounts receivable, net | 107 | ' |
Inventory | 129 | ' |
Prepaid expenses and other current assets | 247 | 3 |
Total current assets | 27,635 | 91,548 |
Property and equipment, net | 940 | ' |
Intangible assets, net | 1,371 | ' |
Goodwill | 312 | ' |
Investments | ' | 12,784 |
Other non-current assets | 93 | ' |
TOTAL ASSETS | 30,351 | 104,332 |
Current liabilities: | ' | ' |
Accounts payable | 506 | 2,579 |
Accrued expenses | 421 | 68 |
Accrued income taxes | ' | 25,325 |
Due to Finjan Software, Inc. | ' | 33,943 |
Total liabilities | 927 | 61,915 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.0001 par value - 10,000,000 shares authorized as of September 30, 2013 and December 31, 2012; no shares issued and outstanding as of September 30, 2013 and December 31, 2012 | ' | ' |
Common stock, $0.0001 par value - 1,000,000,000 shares authorized as of September 30, 2013 and December 31, 2012; 22,368,453 and 20,590,596 shares issued and outstanding as of September 30, 2013 and December 31, 2012 | 2 | 2 |
Additional paid-in capital | 20,946 | 17,821 |
Retained earnings | 8,476 | 24,594 |
Total stockholders' equity | 29,424 | 42,417 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $30,351 | $104,332 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 22,368,453 | 20,590,596 |
Common stock, shares outstanding | 22,368,453 | 20,590,596 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $394 | $9,354 | $1,593 | $12,469 |
Cost of revenues | 576 | 3,165 | 1,129 | 6,094 |
Gross profit (loss) | -182 | 6,189 | 464 | 6,375 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative | 1,197 | 197 | 3,132 | 467 |
Transaction costs | ' | ' | 790 | ' |
Total operating expense | 1,197 | 197 | 3,922 | 467 |
Income (loss) from operations | -1,379 | 5,992 | -3,458 | 5,908 |
Other income, net: | ' | ' | ' | ' |
Interest income | 7 | 16 | 118 | 133 |
Other income (expense) | -4 | ' | 13 | ' |
Total other income, net | 3 | 16 | 131 | 133 |
Net income (loss) before provision for income taxes | -1,376 | 6,008 | -3,327 | 6,041 |
Income tax expense | 0 | 89 | 7 | 89 |
Net income (loss) | ($1,376) | $5,919 | ($3,334) | $5,952 |
Net income (loss) per common share: | ' | ' | ' | ' |
Basic and diluted | ($0.06) | $0.29 | ($0.16) | $0.29 |
Weighted-average shares used in computing net income (loss) per common share: | ' | ' | ' | ' |
Basic and diluted | 22,348,201 | 20,590,596 | 21,350,498 | 20,590,596 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income (loss) | ($3,334) | $5,952 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 149 | ' |
Stock-based compensation expense | 529 | ' |
Shares received in exchange for modification of license agreement | ' | -11,470 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 95 | ' |
Inventory | -1 | ' |
Prepaid expenses and other current assets | -179 | ' |
Other non-current assets | -93 | ' |
Accounts payable | -2,338 | -1,529 |
Accrued expenses | -309 | ' |
Accrued income taxes | -25,325 | ' |
Net cash used in operating activities | -30,806 | -7,047 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of shares from investee | ' | -1,601 |
Proceeds from sale of shares in investee | ' | 286 |
Cash acquired through merger with Converted Organics | 63 | ' |
Proceeds from notes receivable acquired through merger with Converted Organics | 517 | ' |
Purchases of property and equipment | -20 | ' |
Net cash provided by (used in) investing activities | 560 | -1,315 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Repayment of loan from Finjan Software, Inc. | -33,943 | -1,435 |
Repurchase of common stock | -204 | ' |
Net cash used in financing activities | -34,147 | -1,435 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | -64,393 | -9,797 |
CASH AND CASH EQUIVALENTS - Beginning of period | 91,545 | 27,810 |
CASH AND CASH EQUIVALENTS - End of period | 27,152 | 18,013 |
CASH PAID DURING THE PERIOD FOR: | ' | ' |
Income taxes | 25,325 | ' |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Dividend of investments to previous parent (See Note 3) | 12,784 | ' |
Fair value of assets acquired during the merger, net of cash acquired (See Note 2) | 3,605 | ' |
Fair value of liabilities assumed during the merger (See Note 2) | -927 | ' |
Fair value of shares issued as acquisition consideration (See Note 2) | 2,741 | ' |
Leasehold improvements financed | $60 | ' |
The_Company_and_Summary_of_Sig
The Company and Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
The Company and Summary of Significant Accounting Policies | ' | ||||||||||||||||
NOTE 1 - THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
Finjan Holdings, Inc. (the “Company”, or “Finjan Holdings”), a Delaware corporation (formerly Converted Organics, Inc.), has two reportable business segments: a web and network security technology segment focused on licensing and enforcing its technology patent portfolio, operated by its wholly-owned subsidiary Finjan, Inc. (“Finjan”), and an organic fertilizer segment operated by another wholly-owned subsidiary, Converted Organics of California, LLC (“Converted Organics”). | |||||||||||||||||
On June 3, 2013, Converted Organics, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Finjan. Effective June 3, 2013 and pursuant to the Merger Agreement, a wholly owned subsidiary merged with and into Finjan and Finjan became a wholly-owned subsidiary of Converted Organics, Inc. (the “Merger”). Concurrent to the Merger on June 3, 2013, Converted Organics, Inc.’s name was changed to Finjan Holdings, Inc. | |||||||||||||||||
Prior to the Merger, Converted Organics, Inc., through its subsidiary Converted Organics, operated an organic fertilizer business. The Company has continued operating the fertilizer business as a segment as described above. | |||||||||||||||||
At the effective time of the Merger, each share of common stock of Finjan that was outstanding immediately prior to the Merger was converted into the right to receive 20,590.596 shares of Finjan Holdings common stock (as adjusted, giving effect to the 1-for-12 reverse stock split that was effected on August 22, 2013). In addition, each option to purchase shares of Finjan common stock that was outstanding immediately prior to the Merger was converted into an option to purchase the number of shares of Finjan Holdings common stock determined by multiplying the number of shares of Finjan common stock subject to the Finjan option by 20,590.596 (as adjusted, giving effect to the 1-for-12 reverse stock split that was effected on August 22, 2013) on the same terms and conditions as were applicable to such Finjan option. The exercise price per share of each Finjan Holdings option was determined by dividing the exercise price of each Finjan option by 20,590.596 (as adjusted, giving effect to the 1-for-12 reverse stock split that was effected on August 22, 2013). | |||||||||||||||||
Effective on June 3, 2013, prior to the consummation of the Merger, the Company effected a 1-for-500 reverse stock split of its issued and outstanding shares of common stock. The accompanying condensed consolidated financial statements include the retroactive effect of the 1- for- 500 and 1-for-12 reverse stock split. | |||||||||||||||||
On June 3, 2013, as a condition to the closing of the Merger, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with each of Hudson Bay Master Fund Ltd. (“Hudson Bay”) and Iroquois Master Fund Ltd. (“Iroquois”). Pursuant to the Exchange Agreement, immediately following the effectiveness of the Merger, Hudson Bay and Iroquois exchanged an aggregate of $1,192,500 principal amount of Converted Organics convertible notes, 13,281 shares of its 1% Series A Convertible Preferred Stock and warrants to purchase an aggregate of 105,554 shares, (on an adjusted basis, after giving effect to the 1-for-500 reverse stock split effected on June 3, 2013 and the1-for-12 reverse stock split, effected on August 22, 2013) of its common stock for an aggregate of 1,789,469 shares of Finjan Holdings common stock, or 8.0% of outstanding common stock immediately following the Merger on a fully-diluted basis. | |||||||||||||||||
Upon completion of the Merger, the former stockholders of Finjan held approximately 91.5% of the outstanding shares of capital stock of Finjan Holdings on a fully-diluted basis, after giving effect to the Merger, the Exchange Agreement and assuming the exercise or conversion of all outstanding class C, D and H warrants and options (but excluding shares underlying options to purchase Finjan common stock which were converted into options to purchase Company common stock pursuant to the Merger Agreement). Accordingly, the Merger represents a change in control of the Company. Upon completion of the Merger, the stockholders and former debt holders of the Company prior to the Merger owned approximately 8.5% of the outstanding shares of capital stock of Finjan Holdings on a fully-diluted basis, without giving effect to the Finjan stock options that were converted into Company options upon the closing of the Merger. | |||||||||||||||||
Under generally accepted accounting principles in the United States, (“U.S. GAAP”) because Finjan’s former stockholders received the greater portion of the voting rights in the combined entity and Finjan’s senior management represents all of the senior management of the combined entity, the Merger was accounted for as a reverse acquisition under the acquisition method of accounting for business combinations, with Finjan treated as the acquiring company in the Merger for accounting purposes. Accordingly, the assets and liabilities and the historical operations that are reflected in Finjan Holdings condensed consolidated financial statements are those of Finjan and are recorded at the historical cost basis of Finjan. The results of operations of the acquired Converted Organics business have been included in the condensed consolidated statement of operations since the date of Merger. For additional information regarding the Merger, see Note 2. | |||||||||||||||||
The Company intends to carry on Finjan’s business as its principal line of business, although the Company continues to operate its organic fertilizer business through Converted Organics. Finjan was incorporated in the State of Delaware as a wholly-owned subsidiary of Finjan Ltd. and commenced operations in 1997. Finjan previously sold web security solutions, including real-time and behavior-based malware prevention. | |||||||||||||||||
In October 2003, Finjan Ltd. transferred all of its shares in Finjan to Finjan Software, Inc. (“FSI”). As a result of this transfer, Finjan became a wholly-owned subsidiary of FSI. On December 8, 2010, Finjan, Inc. changed its name to FI Delaware, Inc. On October 22, 2012, FI Delaware, Inc. changed its name back to Finjan, Inc. | |||||||||||||||||
In February 2013, Finjan distributed its interests in securities issued by two unaffiliated entities which it previously held to FSI (see Note 3), and made a payment of cash in an amount sufficient to repay and satisfy in full an intercompany loan from FSI to Finjan. Following that distribution, the board of directors and stockholders of FSI approved the dissolution of, and plan of liquidation for, FSI that resulted in, among other things, the distribution of all outstanding Finjan common stock to certain of FSI’s stockholders, whereby Finjan ceased to be a subsidiary of FSI. | |||||||||||||||||
On July 5, 2013, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation that provides for a 1-for-12 reverse stock split that became effective August 22, 2013 resulting in the reduction in the total common share outstanding from 268,420,426 shares to 22,368,415 shares. All references in these unaudited condensed consolidated financial statements to the number of shares, options and other common stock equivalents, price per share and weighted average number of shares outstanding of common stock prior to this reverse stock split have been adjusted to reflect the reverse the stock split on a retroactive basis, unless otherwise noted. | |||||||||||||||||
Unless otherwise indicated or the context otherwise requires, references to “Finjan Holdings,” “the registrant,” or “the Company” refer to Finjan Holdings, Inc., and its consolidated subsidiaries. The disclosures in this quarterly report on Form 10-Q relating to the pre-merger business of Finjan Holdings, Inc., unless noted as being the business of Converted Organics prior to the Merger, pertain to the business of Finjan prior to the Merger. | |||||||||||||||||
BASIS OF PRESENTATION | |||||||||||||||||
These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission, or “SEC”, for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by U.S. GAAP, can be condensed or omitted. The information included in this quarterly report on Form 10-Q should be read in conjunction with the annual financial statements and accompanying notes of Finjan, Inc. for the years ended December 31, 2012 and 2011, which were included in the Form 8-K filed by the Company on June 3, 2013. The results of operations of the acquired Converted Organics business and the estimated fair market values of the assets acquired and liabilities assumed have been included in the condensed consolidated financial statements of the Company since the date of Merger. | |||||||||||||||||
In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results for the year ending December 31, 2013, for any other interim period or for any future period. | |||||||||||||||||
RECLASSIFICATIONS | |||||||||||||||||
Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2013 presentation. These reclassifications have no impact on the previously reported net income (loss). | |||||||||||||||||
USE OF ESTIMATES | |||||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to stock-based compensation expense, impairment of intangible assets, the determination of the economic useful life of property and equipment and intangible assets, income taxes and valuation allowances against net deferred tax assets, and the application of the acquisition method of accounting for business combinations. Management bases its estimates on historical experience or on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. | |||||||||||||||||
PRINCIPLES OF CONSOLIDATION | |||||||||||||||||
The accompanying condensed consolidated financial statements include the accounts of Finjan Holdings and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | |||||||||||||||||
The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The Company does not currently require any collateral for accounts receivable. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. Bad debt expense for the three and nine months ended September 30, 2013 and 2012 was not material. The allowance for doubtful accounts as of September 30, 2013 was not material. | |||||||||||||||||
INVENTORIES | |||||||||||||||||
Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out method for all inventories. The Company’s policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements. | |||||||||||||||||
INTANGIBLE ASSETS | |||||||||||||||||
Intangible assets acquired individually, with a group of other assets, or in a business combination, are recorded at fair value. The Company’s identifiable intangible assets are comprised of customer relationships acquired as part of the Merger. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. Identifiable intangible assets are being amortized over the period of estimated benefit using the straight-line method, which approximates the customer attrition rate, reflecting the pattern of economic benefits associated with these assets, and have estimated useful lives of six years. | |||||||||||||||||
GOODWILL | |||||||||||||||||
The Company records goodwill when the purchase price of an acquisition exceeds the fair value of the net tangible and intangible assets as of the date of acquisition. The company performs an annual review of goodwill for indicators of impairment. When it is determined that goodwill may be impaired the Company performs an impairment assessment of the acquired reporting unit and impairment tests using a fair value approach. | |||||||||||||||||
PROPERTY AND EQUIPMENT | |||||||||||||||||
Property and equipment are stated at cost. Depreciation is calculated over the estimated useful lives of the related assets which range from 3 to 10 years. Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful economic lives of the related assets. Repairs and maintenance expenditures are expensed as incurred. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. | |||||||||||||||||
IMPAIRMENT OF LONG-LIVED ASSETS AND OTHER ACQUIRED INTANGIBLE ASSETS | |||||||||||||||||
Long-lived assets, such as property and equipment and intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is estimated based on the best information available and by making necessary estimates, judgments and projections. For purposes of these tests, long-lived assets must be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. | |||||||||||||||||
REVENUE RECOGNITION | |||||||||||||||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. | |||||||||||||||||
Revenue from the Company’s web and network security technology business results from grants of licenses to its patents and settlements reached from legal enforcement of the Company’s patent rights. Revenue is recognized when the arrangement with the licensee has been signed and the license has been delivered and made effective, provided license fees are fixed or determinable and collectability is reasonably assured. Revenue from settlements reached on legal enforcement of the Company’s patent rights and the release of the licensee from certain legal claims, is recognized on receipt of the settlement amounts. The Company does not assume future performance obligations in its license arrangements. | |||||||||||||||||
The Company’s organic fertilizer operation generates revenues from two sources, namely, product sales and tip fees. Product sales revenue comes from the sale of fertilizer products and is recognized upon delivery. Tip fee revenue is derived from waste haulers who pay the Company “tip” fees for accepting food waste generated by food distributors such as grocery stores, produce docks and fish markets, food processors and hospitality venues such as hotels, restaurants, convention centers and airports. Tip fee revenue is recognized straight-line over the period the fees are earned. | |||||||||||||||||
LEGAL COSTS | |||||||||||||||||
Legal costs incurred in connection with intellectual property and patent enforcement litigation are recognized as cost of revenue. Other legal expenses incurred in the normal course of the company’s business are expensed when incurred as selling, general and administrative expenses. | |||||||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||||||
The Company accounts for compensation cost for all employee stock-based awards at their fair values on the date of grant, and non-employee stock-based awards at their fair values as measured on their vesting dates. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method for share options and restricted stock. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock-based awards. | |||||||||||||||||
BUSINESS ACQUISITION | |||||||||||||||||
The Company’s condensed consolidated financial statements include the operations of an acquired business after the completion of the acquisition. Acquired businesses are accounted for using the acquisition method of accounting. The acquisition method of accounting for acquired businesses requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Also, transaction costs are expensed as incurred. The excess of the purchase price over the assigned values of the net assets acquired, if any, is recorded as goodwill. | |||||||||||||||||
NET INCOME (LOSS) PER COMMON SHARE | |||||||||||||||||
Basic net income (loss) per common share is based upon the weighted-average number of common share outstanding. Diluted net income (loss) per common share is based on the weighted-average number of common share outstanding and potentially dilutive common share outstanding. Basic and diluted net income (loss) per common share were computed as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(In thousands, except share and per share data) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | (1,376 | ) | $ | 5,919 | $ | (3,334 | ) | $ | 5,952 | |||||||
Denominator: | |||||||||||||||||
Weighted-average common shares, basic | 22,348,201 | 20,590,596 | 21,350,498 | 20,590,596 | |||||||||||||
Weighted-average common shares, diluted | 22,348,201 | 20,590,596 | 21,350,498 | 20,590,596 | |||||||||||||
Net income per common share: | |||||||||||||||||
Basic | $ | (0.06 | ) | $ | 0.29 | $ | (0.16 | ) | $ | 0.29 | |||||||
Diluted | $ | (0.06 | ) | $ | 0.29 | $ | (0.16 | ) | $ | 0.29 | |||||||
Potentially dilutive common shares from employee equity plans and warrants are determined by applying the treasury stock method to the assumed exercise of warrants and share options and are excluded from the computation of diluted net loss per share if their inclusion would be anti-dilutive and consist of the following: | |||||||||||||||||
September 30, 2013 | September 30, 2012 | ||||||||||||||||
Options | 1,585,476 | — | |||||||||||||||
Warrants* | — | — | |||||||||||||||
Total | 1,585,476 | — | |||||||||||||||
* | Warrants are currently exercisable for less than one share of common stock, and therefore anti-dilutive, as a result of the 1-for-10 reverse stock split that we effected on November 8, 2011, the 1-for-500 reverse stock split that we effected on March 5, 2012, the 1-for-500 reverse stock split that we effected on June 3, 2013 and the 1-for-12 reverse stock split we effected on August 22, 2013. The warrants are subject to further adjustments in the future, which may have the effect of increasing or decreasing the exercise price and the number of shares issuable upon exercise of the warrants. | ||||||||||||||||
INCOME TAXES | |||||||||||||||||
The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse and for operating losses and tax credit carry-forwards. | |||||||||||||||||
The Company is required to evaluate whether its deferred tax assets are realizable on an ongoing basis and to determine whether there is a need for a valuation allowance with respect to such deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, the Company considered available positive and negative evidence giving greater weight to its recent cumulative losses and its ability to carryback losses against prior taxable income and lesser weight to its projected financial results. The Company also considered the forecast of future taxable income including the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. | |||||||||||||||||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED | |||||||||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. | |||||||||||||||||
The standard is not effective until on or after December 15, 2013 and early adoption is not mandatory. The Company is assessing the effect the adoption of the standard will have on the consolidated financial position, results of operations or cash flows for subsequent reporting periods. | |||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||
Management has evaluated subsequent events or transactions occurring through the date on which the financial statements were issued. See Note 13. |
Merger_with_Converted_Organics
Merger with Converted Organics, Inc. | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||
Merger with Converted Organics, Inc. | ' | ||||||||||||
NOTE 2 - MERGER WITH CONVERTED ORGANICS, INC. | |||||||||||||
As described in Note 1, the Company completed the Merger on June 3, 2013. At the effective time of the Merger (and after giving effect to the 1-for-500 reverse stock split effect on June 3, 2013, prior to the effective time of the Merger), shares of Finjan stock were converted into a total of 20,467,052 shares of Finjan Holdings common stock. The stockholders of the Company prior to the effective time of the Merger continued to hold 89,480 shares of Company common stock and certain Company indebtedness which was exchanged for an aggregate of 1,789,486 shares of Company common stock in connection with the Merger. In addition, an aggregate of 22,368 shares of Company common stock were issued to the former chief executive officer and former chief financial officer of Converted Organics, Inc. in connection with the termination of their severance agreements. During the three and nine months ended September 30, 2013, the Company incurred $0 and $790,000, respectively, in transaction costs related to the Merger, which primarily consisted of legal and accounting expenses. These expenses were recorded in as transaction costs in the accompanying condensed consolidated statements of operations. The share amounts set forth above have been adjusted to reflect the 1-for-12 reverse stock split that the Company effected on August 22, 2013. | |||||||||||||
Assets acquired and liabilities assumed in the Merger had the following estimated fair values (in thousands): | |||||||||||||
Cash and cash equivalents | $ | 63 | |||||||||||
Accounts receivable | 202 | ||||||||||||
Inventory | 128 | ||||||||||||
Note receivable | 517 | ||||||||||||
Other current assets | 65 | ||||||||||||
Property and equipment | 928 | ||||||||||||
Intangible asset – customer relationships | 1,453 | ||||||||||||
Goodwill | 312 | ||||||||||||
Accounts payable and accrued liabilities | (927 | ) | |||||||||||
Fair value of shares issued as acquisition consideration | $ | 2,741 | |||||||||||
The fair values in the table above are an estimate based on preliminary purchase price allocation and changes may occur as additional information becomes available. | |||||||||||||
The intangible asset related to customer relationships reflects the estimated net present value of the future cash flows associated with the stable and recurring customer base acquired in the Merger. The fair value was determined using an income approach, which recognizes that the fair value of an asset is premised upon the expected receipt of future economic benefits such as earnings and cash inflows based on current sales projections and estimated direct costs for each product line. Indications of value are developed by discounting these benefits to their present worth at a discount rate that reflects the current return requirements of the market. Acquired customer relationships are finite-lived intangible assets and are being amortized over their estimated life of six years using the straight-line method, which approximates the customer attrition rate, reflecting the pattern of economic benefits associated with these assets. | |||||||||||||
Remaining amortization expense is expected to be approximately $61,000 in 2013, $242,000 each year from 2014-2018, and $101,000 in 2019. During the three and nine months ended September 30, 2013, the Company incurred $61,000 and $81,000 of intangible amortization expense respectively. Accumulated amortization as of September 30, 2013 is $81,000. | |||||||||||||
The excess of purchase price over the fair value amounts assigned to the identifiable assets acquired and liabilities assumed represents goodwill from the acquisition. The Company believes the factors that contributed to goodwill include the acquisition of a talented workforce and administrative synergies. The Company does not expect any portion of this goodwill to be deductible for tax purposes. | |||||||||||||
PRO FORMA FINANCIAL INFORMATION | |||||||||||||
The following unaudited pro forma information presents the combined results of operations for the three months and nine months ended September 30, 2012 and the nine months ended September 30, 2013 as if the merger with Converted Organics, Inc. had been completed on January 1, 2012. The pro forma financial information includes adjustments to reflect one time charges and amortization of fair value adjustments in the appropriate pro forma periods as though the companies were combined as of the beginning of 2012. These adjustments include: | |||||||||||||
• | An increase in amortization and depreciation expense of $149,000 for the nine months ended September 30, 2013, and 2012, respectively, related to the fair value of acquired identifiable intangible assets and property and equipment. | ||||||||||||
• | The exclusion of transaction-related expenses of $790,000 for the nine months ended September 30, 2013, respectively. | ||||||||||||
• | The inclusion of stock-based compensation of $29,000 for the nine months ended September 30, 2013, primarily related to restricted stock issued to one of the directors upon closing of the Merger for services to the Company as a member of the Board of Directors of the Company. | ||||||||||||
The unaudited pro forma results do not reflect operating efficiencies or potential cost savings which may be implemented after the Merger: | |||||||||||||
Three Months | Nine Months Ended September 30, | ||||||||||||
Ended | |||||||||||||
September 30 | |||||||||||||
2012 | 2013 | 2012 | |||||||||||
Revenue | $ | 9,740 | $ | 2,459 | $ | 13,869 | |||||||
Net income (loss) | $ | 5,322 | $ | (4,410 | ) | $ | 6,695 | ||||||
Net income (loss) per common share, basic and diluted | $ | 0.26 | $ | (0.20 | ) | $ | 0.32 | ||||||
Investments
Investments | 9 Months Ended |
Sep. 30, 2013 | |
Schedule Of Investments [Abstract] | ' |
Investments | ' |
NOTE 3 - INVESTMENTS | |
As of December 31, 2012, Finjan held $12.8 million of investments in the common stock of certain entities. These investments were accounted for under the cost method since the Finjan did not have the ability to exercise significant influence over these entities. In February 2013, Finjan issued a dividend to its then-parent FSI consisting of its entire ownership interest in these investments. As of September 30, 2013, the Company no longer held any of these investments. |
Balance_Sheet_Components
Balance Sheet Components | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Balance Sheet Components | ' | ||||||||
NOTE 4 - BALANCE SHEET COMPONENTS | |||||||||
The components of inventory were as follows: | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
(In thousands) | |||||||||
Raw materials | $ | 39 | $ | — | |||||
Finished goods | 90 | — | |||||||
Inventory | $ | 129 | $ | — | |||||
The components of property and equipment were as follows: | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
(In thousands) | |||||||||
Leasehold improvements | $ | 585 | $ | — | |||||
Machinery and equipment | 398 | — | |||||||
Office equipment and furniture | 25 | — | |||||||
1,008 | — | ||||||||
Less accumulated depreciation | (68 | ) | — | ||||||
$ | 940 | $ | — | ||||||
Depreciation expense for the three and nine months ended September 30, 2013 was $51,000 and $68,000 respectively . The Company did not have depreciation expense for the three and nine months ended September 30, 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
NOTE 5 - COMMITMENTS AND CONTINGENCIES | |||||
LEASES | |||||
The Company leases a production facility in California. Under the terms of the lease, the Company owes a minimum annual rent of $125,202, payable in monthly installments of $10,433, unless earlier terminated in accordance with the lease. The annual rental rate is subject to increase on each annual anniversary of the commencement of the immediately preceding rental year by 3% of the rent paid during the immediately preceding year. This lease expires in 2018. | |||||
On September 9, 2013, the Company entered into a lease for its new corporate headquarters for a period of five years beginning October 1, 2013. Under the terms of the lease, the Company owes an initial annual rent of $138,952, payable in monthly installments of $11,579, unless earlier terminated in accordance with the lease. The annual rental rate is subject to an increase on a cumulative basis after the first lease year at the rate of 2.5% per annum compounded annually. The following table sets forth the Company’s aggregate future minimum payments under its operating lease commitment as of September 30, 2013 (in thousands): | |||||
Year ending December 31, | |||||
2013 (remainder) | $ | 49 | |||
2014 | 280 | ||||
2015 | 275 | ||||
2016 | 283 | ||||
2017 | 291 | ||||
2018 | 127 | ||||
$ | 1,305 | ||||
Rent expense for the three and nine months ended September 30, 2013 was $43,299 and $76,091 respectively. The Company did not have any rent expense for the three and nine months ended September 30, 2012. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
NOTE 6 - STOCKHOLDERS’ EQUITY | |
AUTHORIZED CAPITALIZATION | |
Following the Merger, the Company’s capital structure is comprised of preferred stock and common stock. The number of preferred and common shares of the Company in the prior comparative period has been retroactively adjusted to reflect the conversion ratio applied in the Merger. | |
The Company’s authorized capitalization consists of (i) 1,000,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of Preferred Stock, $0.0001 par value per share. As of September 30, 2013, 22,368,453 shares of the common stock were outstanding including 22,368 shares of restricted stock awards (“RSAs”) awarded to the former chief executive officer and former chief financial officer of Converted Organics, Inc. in connection with the termination of their severance agreements and 17,894 shares of the common stock reserved for issuance pursuant to the Company’s Omnibus Stock Compensation Plan, which the Company’s stockholders approved in 2010, and 2,236,845 shares of common stock are reserved for issuance pursuant to the Finjan Holdings, Inc. 2013 Global Share Option Plan (the “2013 Global Share Option Plan”) which the Company’s stockholders approved on July 5, 2013. No shares of preferred stock were outstanding as of September 30, 2013 and December 31, 2012. | |
COMMON STOCK | |
Holders of the Company’s common stock are entitled to one vote on each matter submitted to a vote at a meeting of stockholders. The Company’s common stock does not have cumulative voting rights, which means that the holders of a majority of voting shares voting for the election of directors can elect all of the members of the board of directors. The Company’s common stock has no preemptive rights and no redemption or conversion privileges. The holders of the outstanding shares of the Company’s common stock are entitled to receive dividends out of assets legally available at such times and in such amounts as the board of directors may, from time to time, determine, and upon liquidation and dissolution are entitled to receive all assets available for distribution to the stockholders. A majority vote of shares represented at a meeting at which a quorum is present is sufficient for all actions that require the vote of stockholders. | |
The total purchase price consideration of $2.7 million related to the Merger was recorded by increasing total par value of the Company’s common stock by $2,000 and increasing additional paid-in capital by $2.7 million. | |
In May 2013, Finjan repurchased from FSI six shares of its common stock for $204,000. These repurchased shares were immediately retired. | |
PREFERRED STOCK | |
The Company’s certificate of incorporation authorizes the Board of Directors to establish one or more classes or series of preferred stock. Unless required by law or by any stock exchange on which our common stock is listed in the future, the authorized shares of preferred stock will be available for issuance at the discretion of our board of directors without further action by our stockholders. The board of directors is able to determine, with respect to any class or series of preferred stock, the terms and rights of that series. | |
The issuance of preferred stock could adversely affect, among other things, the voting power of holders of common stock and the likelihood that stockholders will receive dividend payments and payments upon the liquidation, dissolution or winding up of the Company. The issuance of preferred stock could also have the effect of delaying, deferring or preventing a change in control of the Company. | |
On October 18, 2010, the Company designated 17,500 shares of preferred stock as 1% Series A Convertible Preferred Stock, or “Series A Preferred,” by filing with the Delaware Secretary of State, a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, or the “Certificate of Designation,” with respect to the Series A Preferred. On June 3, 2013, all of the outstanding shares of our Series A Preferred Stock were exchanged for shares of the Company’s common stock pursuant to the Exchange Agreement and, as a result, no shares of the Company’s Series A Preferred Stock are outstanding. In accordance with the Certificate of Designations, all shares of Series A Preferred have resumed the status of authorized but unissued shares of preferred stock, and will no longer be designated as Series A Preferred. | |
COMMON STOCK WARRANTS | |
The Company has certain Class C, D and H warrants outstanding to purchase approximately 1 share of common stock (after adjusting for all reverse stock splits since their issuance) as of September 30, 2013. The warrants have an average exercise price of $2.7 million per share (after adjusting for all reverse stock splits since their issuance). The Class C and D warrants will expire in May 2014 and Class H warrants will expire in October 2014 if not exercised earlier. These warrants are classified as liabilities incurred due to fluctuating exercise price, in the accompanying balance sheet as of September 30, 2013. The fair value of these warrants was de minimis both at the date of the Merger and at September 30, 2013. The warrants contain anti-dilution and adjustment provisions that may result in the reduction of their exercise prices and an increase in the number of shares issuable upon exercise in the future. | |
CLASS C WARRANTS AND CLASS D WARRANTS | |
In connection with the Company’s financing completed in May 2009, the Company issued Class C warrants to purchase an aggregate of 885,000 shares of common stock and Class D warrants to purchase an aggregate of 415,000 shares of common stock. The Class C warrants and Class D warrants both expire in May 2014. The initial exercise prices of the Class C warrants and Class D warrants were $1.00 per share and $1.50 per share, respectively. The warrants are subject to anti-dilution rights, which provide that the exercise price of the warrants shall be reduced if we make new issuances of our securities, with certain exceptions, below the warrants exercise prices to the price of such lower priced issuances. The Class C warrants and Class D warrants are non-redeemable. The warrant holders are entitled to a “cashless exercise” option if, at any time of exercise, there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of common stock underlying the warrants. This option entitles the warrant holders to elect to receive fewer shares of common stock without paying the cash exercise price. The number of shares to be issued would be determined by a formula based on the total number of shares with respect to which the warrant is being exercised, the volume weighted average price per share of our common stock on the trading date immediately prior to the date of exercise and the applicable exercise price of the warrants. | |
If, at any time while the warrants are outstanding, the Company (1) effect any reverse merger or consolidation, (2) effect any sale of all or substantially all of our assets, (3) are subject to or complete a tender offer or exchange offer, (4) effect any reclassification of the Company’s common stock or any compulsory share exchange pursuant to which the Company’s common stock is converted into or exchanged for other securities, cash or property, or (5) engage in one or more transactions with another party that results in that party acquiring more than 50% of the Company’s outstanding shares of common stock, each, a “Fundamental Transaction,” then the holder shall have the right thereafter to receive, upon exercise of the warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of shares then issuable upon exercise of the warrant, and any additional consideration payable as part of the Fundamental Transaction. Any successor to the Company or surviving entity shall assume the obligations under the warrant. | |
CLASS H WARRANTS | |
In connection with the Company’s public offering completed in October 2009, the Company issued Class H warrants to purchase an aggregate of 17,250,000 shares of common stock at an exercise price of $1.30 per share, subject to adjustment. After giving effect to reverse stock splits completed the 1-for-10 reverse stock split that we effected on November 8, 2011, the 1-for-500 reverse stock split that we effected on March 5, 2012, the 1-for-500 reverse stock split that we effected on June 3, 2013 and the 1-for-12 reverse stock split we effected on August 22, 2013, the adjusted exercise price of the Class H warrants is $39,000,000 per share and the outstanding Class H warrants are exercisable for less than one share. The Class H warrants are subject to further adjustments in the future, which may have the effect of increasing or decreasing the exercise price and the number of shares issue upon exercise of the Class H warrants. The Class H warrants will expire on October 14, 2014. The Class H warrants are not redeemable. The exercise price and number of shares of common stock issuable on exercise of the Class H warrants may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, Reverse Merger or consolidation. However, the Class H warrants will not be adjusted for issuances of common stock, preferred stock or other securities at a price below their respective exercise prices. | |
No Class H warrants will be exercisable unless at the time of exercise a prospectus relating to common stock issuable upon exercise of the Class H warrants is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Class H warrants. The Company has agreed to use reasonable efforts to maintain a current prospectus relating to common stock issuable upon exercise of the Class H warrants until the expiration of the Class H warrants. The Class H warrants may be deprived of any value and the market for the Class H warrants may be limited if the prospectus relating to the common stock issuable upon the exercise of the Class H warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the Class H warrants reside. | |
No fractional shares will be issued upon exercise of the Class H warrants. Whenever any fraction of a share of common stock would otherwise be required to be issued or distributed upon exercise of the Class H warrants, the actual issuance or distribution made shall reflect a rounding of such fraction to the nearest whole share (up or down), with fractions of half of a share or less being rounded down and fractions in excess of half of a share being rounded up. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
NOTE 7 - STOCK-BASED COMPENSATION | |||||||||||||||||
On May 7, 2013, Finjan adopted a stock-based compensation plan, the 2013 Finjan, Inc. Global Share Option Plan. The option plan provides for the award of stock options, RSAs and other equity interests in the Company to directors, officers, employees, consultants and advisors. The terms of each award and the exercise price are determined by the Board of Directors. Stock options granted generally have a contractual term of ten years and vest over a four-year period, with 25 percent of the stock options vesting on or prior to the one-year anniversary of the grant date and the remaining 75 percent vesting thereafter in equal quarterly installments over the remaining three years. Options issued under one of the grants vested approximately 59% on the grant date in May 2013, with the remainder vesting quarterly over seven quarters. On June 3, 2013, immediately following the closing of the Reverse Merger, the Company’s board of directors approved the 2013 Global Share Option Plan. The 2013 Global Share Option Plan was approved by the holders of a majority of our common stock approved by written consent in lieu of a special meeting as of July 5, 2013. As of September 30, 2013, the remaining number of shares available for issuance under the 2013 Global Share Option Plan is 2,236,845. | |||||||||||||||||
All options granted by Finjan under the Finjan, Inc. 2013 Global Share Option Plan prior to the Merger were assumed by Finjan Holdings upon closing of the Merger with substantially the same terms and conditions, except that the number of options and exercise price of the options which were adjusted at the same exchange ratio as was applied in the Merger to convert Finjan shares into Finjan Holdings shares. The Company recognized incremental compensation expense from this modification of Finjan options of $13,000 and $61,000 in the three and nine months ended September 30, 2013 respectively. | |||||||||||||||||
Stock-based compensation expense of $64,000 and $529,000 was recorded in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2013, respectively. This stock-based compensation expense was for options and RSAs granted to certain employees, consultants, and members of the Board of Directors after the merger. | |||||||||||||||||
The following is a summary of stock option activity for the nine months ended September 30, 2013: | |||||||||||||||||
Number of | Weighted- | Average | Aggregated | ||||||||||||||
Options | Average | Remaining | Intrinsic | ||||||||||||||
Outstanding | Exercise | Contractual | Value | ||||||||||||||
Price | Life (Years) | (thousands) | |||||||||||||||
Balance – December 31, 2012 | — | $ | — | ||||||||||||||
Options granted | 1,585,476 | $ | 1.66 | ||||||||||||||
Options exercised | — | $ | — | ||||||||||||||
Options forfeited | — | $ | — | ||||||||||||||
Options expired | — | $ | — | ||||||||||||||
Balance – September 30, 2013 | 1,585,476 | $ | 1.66 | 9.6 | $ | — | |||||||||||
Exercisable as of September 30, 2013 | 437,550 | $ | 1.66 | 9.6 | $ | — | |||||||||||
The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. For the nine-months ended September 30, 2013, the assumptions used in the Black-Scholes option pricing model, which was used to estimate the grant date fair value per option, were as follows: | |||||||||||||||||
Employee | Non-Employee | ||||||||||||||||
Grants | Grants | ||||||||||||||||
Weighted-average grant date fair value | $ | 1.44 | $ | 1.44 | |||||||||||||
Weighted-average Black-Scholes option pricing model assumptions: | |||||||||||||||||
Volatility | 50.6 | % | 50.6 | % | |||||||||||||
Expected term (in years) | 6 | 10 | |||||||||||||||
Risk-free rate | 1 | % | 1.8 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
The risk-free interest rate is the United States Treasury rate for the day of the grant having a term equal to the life of the equity instrument. The volatility is a measure of the amount by which the Company’s share price has fluctuated or is expected to fluctuate. Since the Company’s common stock was not publicly traded at the time of the grant, an average of the historic volatility of comparative companies was used. The dividend yield is zero percent as the Company has not made any dividend payment and has no plans to pay dividends in the foreseeable future. An increase or decrease in the risk free rate or volatility could increase or decrease the fair value of our equity instruments. | |||||||||||||||||
As of September 30, 2013, total compensation cost not yet recognized related to unvested stock options was $785,000, which is expected to be recognized over a weighted-average period of 2.5 years. | |||||||||||||||||
The following is a summary of non-vested restricted stock award activity for the nine months ended September 30, 2013: | |||||||||||||||||
Number of | Weighted- | ||||||||||||||||
Shares | Average | ||||||||||||||||
Outstanding | Grant Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Balance – December 31, 2012 | — | $ | — | ||||||||||||||
Shares granted | 20,162 | $ | 1.44 | ||||||||||||||
Shares vested | — | $ | — | ||||||||||||||
Shares forfeited | — | $ | — | ||||||||||||||
Balance – September 30, 2013 | 20,162 | $ | 1.44 | ||||||||||||||
For the three month and nine months ended September 30, 2013, the Company recognized $14,786 and $18,125 in RSA costs respectively. As of September 30, 2013, total compensation cost not yet recognized related to unvested RSAs was approximately $10,000 which is expected to be recognized over a weighted-average period of 0.15 years. | |||||||||||||||||
The Company estimates the fair values of RSAs on the date of grant as the fair value of the granted shares using the Black-Scholes method and assumptions described above. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 8 - RELATED PARTY TRANSACTIONS | |
In the course of business, the Company obtains legal services from a firm in which an executive of Finjan and member of the Company’s board is a member. The Company incurred approximately $40,000 and $130,000 in legal fees to the firm during the three and nine months ended September 30, 2013, respectively, and approximately $40,000 and $103,000 during the three and nine months ended September 30, 2012, respectively. As of September 30, 2013 and December 31, 2012, the Company has balances due to this firm amounting to $14,770 and $14,652 respectively. | |
Prior to the separation from its then parent, Finjan periodically received advances from FSI to support its operations. In February 2013, Finjan repaid the outstanding balance due to FSI in full, which on that date approximated $33.9 million. Subsequent to this settlement, there were no further transactions between Finjan and FSI. |
Segment_Reporting
Segment Reporting | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting | ' | ||||||||||||||||
NOTE 9 - SEGMENT REPORTING | |||||||||||||||||
Subsequent to the Merger on June 3, 2013 as described in Note 1, the Company has two operating segments, namely, a web and network security technology segment and an organic fertilizer segment. The Company’s operating segments are each reportable segments because their activities are not economically similar. Presented below are the revenues and net income (loss) for each segment for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended September 30, | Nine months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(In thousands) | |||||||||||||||||
Revenue: | |||||||||||||||||
Web and network security technology | $ | — | $ | 9,354 | $ | 1,000 | $ | 12,469 | |||||||||
Organic fertilizer | 394 | — | 593 | — | |||||||||||||
Total revenue | $ | 394 | $ | 9,354 | $ | 1,593 | $ | 12,469 | |||||||||
Net income (loss): | |||||||||||||||||
Web and network security technology | $ | (1,243 | ) | $ | 5,919 | $ | (3,236 | ) | $ | 5,952 | |||||||
Organic fertilizer | (133 | ) | — | (98 | ) | — | |||||||||||
Net income (loss) | $ | (1,376 | ) | $ | 5,919 | $ | (3,334 | ) | $ | 5,952 | |||||||
Interest income: | |||||||||||||||||
Web and network security technology | $ | 7 | $ | 16 | $ | 119 | $ | 133 | |||||||||
Organic fertilizer | — | — | (1 | ) | — | ||||||||||||
Interest income: | $ | 7 | $ | 16 | $ | 118 | $ | 133 | |||||||||
Depreciation and Amortization: | |||||||||||||||||
Web and network security technology | $ | — | $ | — | $ | — | $ | — | |||||||||
Organic fertilizer | 71 | — | 149 | — | |||||||||||||
Depreciation and Amortization: | $ | 71 | $ | — | $ | 149 | $ | — | |||||||||
As of September 30, 2013, total assets held by the web and network security technology segment and organic fertilizer segment were $26 million and $4 million, respectively. |
Income_Tax
Income Tax | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax | ' |
NOTE 10 - INCOME TAX | |
The Company recorded income tax expense of $0 and $7,000 for the three and nine months ended September 30, 2013, respectively, which was computed using the cut-off method and was principally comprised of various state minimum taxes. The Company recorded income tax expense of $89,000 for the three and nine months ended September 30, 2012, respectively, which was computed using the same method. The difference in income tax expense between the provision and the statutory rate of the Company’s income before income taxes and provision actually recorded for the three and nine months ended September 30, 2013 was primarily due to the impact of nondeductible merger costs, nondeductible stock-based compensation expenses and the inability to utilize net operating losses generated. The difference in income tax expense between the provision and the statutory rate of the Company’s income before income taxes and provision actually recorded for the three and nine months ended September 30, 2012 was primarily due to the use of a portion of the valuation allowance. | |
Based on all available objective evidence, the Company believes that it is more likely than not that the net deferred tax assets will not be fully realized. Accordingly, the Company recorded a valuation allowance against all of its net deferred tax assets for the three and nine months ended September 30, 2013 and 2012, respectively. The Company will continue to maintain a full valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of this valuation allowance. | |
The benefit of tax positions taken or expected to be taken in income tax returns are recognized in the financial statements if such positions are more likely than not of being sustained. As of September 30, 2013 and 2012, no liability for unrecognized tax benefits was required to be reported. The Company does not expect its unrecognized tax benefit position to change during the next twelve months. | |
The Company’s policy is to classify assessments, if any, for tax-related interest as interest expense and penalties as general and administrative expenses. There were no amounts accrued for penalties or interest as of or during the three and nine months ended September 30, 2013 and 2012. | |
The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. | |
The Company files federal and various state income tax returns. The statute of limitations remains open for year 2006 and forward in U.S. Federal and various state tax jurisdictions. |
Employment_Agreements
Employment Agreements | 9 Months Ended |
Sep. 30, 2013 | |
Text Block [Abstract] | ' |
Employment Agreements | ' |
NOTE 11 – EMPLOYMENT AGREEMENTS | |
On July 8, 2013, the Company and Philip Hartstein, president of the Company, entered into an employment agreement (the “Hartstein Employment Agreement”), pursuant to which Mr. Hartstein serves as the Company’s president. The Hartstein Employment Agreement provides for a base salary and a discretionary bonus at the end of every four month period of his employment term, based on Mr. Hartstein’s performance and the overall progress of the Company. The Hartstein Employment Agreement was effective as of July 1, 2013. Either the Company or Mr. Hartstein may terminate the Hartstein Employment Agreement at any time upon 90 days prior written notice. The Hartstein Employment Agreement superseded a consulting agreement between Finjan, Inc., a wholly-owned subsidiary of the Company, and Mr. Hartstein that provided for substantially the same compensation as described above. The consulting agreement between Finjan, Inc. and Mr. Hartstein ceased to be effective upon the entry into the Hartstein Employment Agreement. | |
On July 8, 2013, the Company and Shimon Steinmetz, chief financial officer of the Company, entered into an employment agreement (the “Steinmetz Employment Agreement”), pursuant to which Mr. Steinmetz serves as the Company’s chief financial officer. The Steinmetz Employment Agreement provides for a base salary and a discretionary bonus at the end of each calendar year during his employment term, based on Mr. Steinmetz’s performance and the overall progress of the Company. The Steinmetz Employment Agreement was effective as of July 1, 2013. Either the Company or Mr. Steinmetz may terminate the Steinmetz Employment Agreement at any time upon 90 days prior written notice. The Steinmetz Employment Agreement superseded a consulting agreement between Finjan, Inc., a wholly-owned subsidiary of the Company, and Mr. Steinmetz that provided for substantially the same compensation as described above. The consulting agreement between Finjan, Inc. and Mr. Steinmetz ceased to be effective upon the entry into the Steinmetz Employment Agreement. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Text Block [Abstract] | ' |
Contingencies | ' |
NOTE 12 - CONTINGENCIES | |
In 2010, Finjan filed a patent infringement lawsuit against five defendants (the “2010 Litigation”) Finjan negotiated out-of-court settlements with two of the defendants. As a part of the settlement agreement, the Company was awarded $3.0 million to be paid over an 18 month period in the form of three payments in the amount of $1.0 million each. The Company received the first installment payment of $1.0 million in July 2012 and the second installment payment of $1.0 million in June 2013 and recognized such amounts as revenue, as the payments were received. The remaining amounts due under the settlement agreement will be recognized when payment is received, as collectability is not reasonably assured. The remaining three lawsuits continued to trial. In December 2012, the jury rendered an adverse verdict in the 2010 Litigation that proceeded to trial. The jury concluded that the defendants had not infringed Finjan’s patents and that certain of the claims in Finjan’s patents that were asserted in the 2010 Litigation were invalid. Finjan filed a post-trial motion to set aside the jury’s decisions. The motion was dismissed. The Company plans to appeal the verdict rendering claims in two of Finjan’s patents invalid . There is no assurance that the appeal will be granted. | |
On July 8, August 8 and September 24, 2013, Finjan, filed patent infringement lawsuits against FireEye, Blue Coat and Websense, Inc respectively. asserting that the companies are infringing upon several of Finjan’s patents relating to endpoint, web, and network security technologies. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 13 – SUBSEQUENT EVENTS | |
On October 7, 2013, the Board of Directors approved a stock compensation grant to one of the employees of the Company. The option grant has a contractual term of ten years and vest over a four year period, with 25 percent of the stock options vesting on or prior to the one year anniversary of the grant date and the remaining 75 percent vesting thereafter in equal quarterly installments over the remaining three years. |
The_Company_and_Summary_of_Sig1
The Company and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
BASIS OF PRESENTATION | |||||||||||||||||
These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission, or “SEC”, for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by U.S. GAAP, can be condensed or omitted. The information included in this quarterly report on Form 10-Q should be read in conjunction with the annual financial statements and accompanying notes of Finjan, Inc. for the years ended December 31, 2012 and 2011, which were included in the Form 8-K filed by the Company on June 3, 2013. The results of operations of the acquired Converted Organics business and the estimated fair market values of the assets acquired and liabilities assumed have been included in the condensed consolidated financial statements of the Company since the date of Merger. | |||||||||||||||||
In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results for the year ending December 31, 2013, for any other interim period or for any future period. | |||||||||||||||||
Reclassifications | ' | ||||||||||||||||
RECLASSIFICATIONS | |||||||||||||||||
Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2013 presentation. These reclassifications have no impact on the previously reported net income (loss). | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
USE OF ESTIMATES | |||||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to stock-based compensation expense, impairment of intangible assets, the determination of the economic useful life of property and equipment and intangible assets, income taxes and valuation allowances against net deferred tax assets, and the application of the acquisition method of accounting for business combinations. Management bases its estimates on historical experience or on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. | |||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
PRINCIPLES OF CONSOLIDATION | |||||||||||||||||
The accompanying condensed consolidated financial statements include the accounts of Finjan Holdings and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||||
Allowance for Doubtful Accounts | ' | ||||||||||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | |||||||||||||||||
The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The Company does not currently require any collateral for accounts receivable. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. Bad debt expense for the three and nine months ended September 30, 2013 and 2012 was not material. The allowance for doubtful accounts as of September 30, 2013 was not material. | |||||||||||||||||
Inventories | ' | ||||||||||||||||
INVENTORIES | |||||||||||||||||
Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out method for all inventories. The Company’s policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements. | |||||||||||||||||
Intangible Assets | ' | ||||||||||||||||
INTANGIBLE ASSETS | |||||||||||||||||
Intangible assets acquired individually, with a group of other assets, or in a business combination, are recorded at fair value. The Company’s identifiable intangible assets are comprised of customer relationships acquired as part of the Merger. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. Identifiable intangible assets are being amortized over the period of estimated benefit using the straight-line method, which approximates the customer attrition rate, reflecting the pattern of economic benefits associated with these assets, and have estimated useful lives of six years. | |||||||||||||||||
Goodwill | ' | ||||||||||||||||
GOODWILL | |||||||||||||||||
The Company records goodwill when the purchase price of an acquisition exceeds the fair value of the net tangible and intangible assets as of the date of acquisition. The company performs an annual review of goodwill for indicators of impairment. When it is determined that goodwill may be impaired the Company performs an impairment assessment of the acquired reporting unit and impairment tests using a fair value approach. | |||||||||||||||||
Property and Equipment | ' | ||||||||||||||||
PROPERTY AND EQUIPMENT | |||||||||||||||||
Property and equipment are stated at cost. Depreciation is calculated over the estimated useful lives of the related assets which range from 3 to 10 years. Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful economic lives of the related assets. Repairs and maintenance expenditures are expensed as incurred. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. | |||||||||||||||||
Impairment of Long-Lived Assets and Other Acquired Intangible Assets | ' | ||||||||||||||||
IMPAIRMENT OF LONG-LIVED ASSETS AND OTHER ACQUIRED INTANGIBLE ASSETS | |||||||||||||||||
Long-lived assets, such as property and equipment and intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is estimated based on the best information available and by making necessary estimates, judgments and projections. For purposes of these tests, long-lived assets must be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
REVENUE RECOGNITION | |||||||||||||||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery of the product or service has occurred, all obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable, and collectability is reasonably assured. | |||||||||||||||||
Revenue from the Company’s web and network security technology business results from grants of licenses to its patents and settlements reached from legal enforcement of the Company’s patent rights. Revenue is recognized when the arrangement with the licensee has been signed and the license has been delivered and made effective, provided license fees are fixed or determinable and collectability is reasonably assured. Revenue from settlements reached on legal enforcement of the Company’s patent rights and the release of the licensee from certain legal claims, is recognized on receipt of the settlement amounts. The Company does not assume future performance obligations in its license arrangements. | |||||||||||||||||
The Company’s organic fertilizer operation generates revenues from two sources, namely, product sales and tip fees. Product sales revenue comes from the sale of fertilizer products and is recognized upon delivery. Tip fee revenue is derived from waste haulers who pay the Company “tip” fees for accepting food waste generated by food distributors such as grocery stores, produce docks and fish markets, food processors and hospitality venues such as hotels, restaurants, convention centers and airports. Tip fee revenue is recognized straight-line over the period the fees are earned. | |||||||||||||||||
Legal Costs | ' | ||||||||||||||||
LEGAL COSTS | |||||||||||||||||
Legal costs incurred in connection with intellectual property and patent enforcement litigation are recognized as cost of revenue. Other legal expenses incurred in the normal course of the company’s business are expensed when incurred as selling, general and administrative expenses. | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||||||
The Company accounts for compensation cost for all employee stock-based awards at their fair values on the date of grant, and non-employee stock-based awards at their fair values as measured on their vesting dates. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method for share options and restricted stock. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock-based awards. | |||||||||||||||||
Business Acquisition | ' | ||||||||||||||||
BUSINESS ACQUISITION | |||||||||||||||||
The Company’s condensed consolidated financial statements include the operations of an acquired business after the completion of the acquisition. Acquired businesses are accounted for using the acquisition method of accounting. The acquisition method of accounting for acquired businesses requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Also, transaction costs are expensed as incurred. The excess of the purchase price over the assigned values of the net assets acquired, if any, is recorded as goodwill. | |||||||||||||||||
Net Income (Loss) per Common Share | ' | ||||||||||||||||
NET INCOME (LOSS) PER COMMON SHARE | |||||||||||||||||
Basic net income (loss) per common share is based upon the weighted-average number of common share outstanding. Diluted net income (loss) per common share is based on the weighted-average number of common share outstanding and potentially dilutive common share outstanding. Basic and diluted net income (loss) per common share were computed as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(In thousands, except share and per share data) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | (1,376 | ) | $ | 5,919 | $ | (3,334 | ) | $ | 5,952 | |||||||
Denominator: | |||||||||||||||||
Weighted-average common shares, basic | 22,348,201 | 20,590,596 | 21,350,498 | 20,590,596 | |||||||||||||
Weighted-average common shares, diluted | 22,348,201 | 20,590,596 | 21,350,498 | 20,590,596 | |||||||||||||
Net income per common share: | |||||||||||||||||
Basic | $ | (0.06 | ) | $ | 0.29 | $ | (0.16 | ) | $ | 0.29 | |||||||
Diluted | $ | (0.06 | ) | $ | 0.29 | $ | (0.16 | ) | $ | 0.29 | |||||||
Potentially dilutive common shares from employee equity plans and warrants are determined by applying the treasury stock method to the assumed exercise of warrants and share options and are excluded from the computation of diluted net loss per share if their inclusion would be anti-dilutive and consist of the following: | |||||||||||||||||
September 30, 2013 | September 30, 2012 | ||||||||||||||||
Options | 1,585,476 | — | |||||||||||||||
Warrants* | — | — | |||||||||||||||
Total | 1,585,476 | — | |||||||||||||||
* | Warrants are currently exercisable for less than one share of common stock, and therefore anti-dilutive, as a result of the 1-for-10 reverse stock split that we effected on November 8, 2011, the 1-for-500 reverse stock split that we effected on March 5, 2012, the 1-for-500 reverse stock split that we effected on June 3, 2013 and the 1-for-12 reverse stock split we effected on August 22, 2013. The warrants are subject to further adjustments in the future, which may have the effect of increasing or decreasing the exercise price and the number of shares issuable upon exercise of the warrants. | ||||||||||||||||
Income Taxes | ' | ||||||||||||||||
INCOME TAXES | |||||||||||||||||
The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse and for operating losses and tax credit carry-forwards. | |||||||||||||||||
The Company is required to evaluate whether its deferred tax assets are realizable on an ongoing basis and to determine whether there is a need for a valuation allowance with respect to such deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, the Company considered available positive and negative evidence giving greater weight to its recent cumulative losses and its ability to carryback losses against prior taxable income and lesser weight to its projected financial results. The Company also considered the forecast of future taxable income including the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. | |||||||||||||||||
Recently Issued Accounting Pronouncements Not Yet Adopted | ' | ||||||||||||||||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED | |||||||||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. | |||||||||||||||||
The standard is not effective until on or after December 15, 2013 and early adoption is not mandatory. The Company is assessing the effect the adoption of the standard will have on the consolidated financial position, results of operations or cash flows for subsequent reporting periods. | |||||||||||||||||
Subsequent Events | ' | ||||||||||||||||
SUBSEQUENT EVENTS | |||||||||||||||||
Management has evaluated subsequent events or transactions occurring through the date on which the financial statements were issued. See Note 13. |
The_Company_and_Summary_of_Sig2
The Company and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Basic and Diluted Net Income (Loss) per Common Share | ' | ||||||||||||||||
Basic and diluted net income (loss) per common share were computed as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(In thousands, except share and per share data) | |||||||||||||||||
Numerator: | |||||||||||||||||
Net income (loss) | $ | (1,376 | ) | $ | 5,919 | $ | (3,334 | ) | $ | 5,952 | |||||||
Denominator: | |||||||||||||||||
Weighted-average common shares, basic | 22,348,201 | 20,590,596 | 21,350,498 | 20,590,596 | |||||||||||||
Weighted-average common shares, diluted | 22,348,201 | 20,590,596 | 21,350,498 | 20,590,596 | |||||||||||||
Net income per common share: | |||||||||||||||||
Basic | $ | (0.06 | ) | $ | 0.29 | $ | (0.16 | ) | $ | 0.29 | |||||||
Diluted | $ | (0.06 | ) | $ | 0.29 | $ | (0.16 | ) | $ | 0.29 | |||||||
Summary of Components Excluded from Computation of Diluted Net Loss Per Share | ' | ||||||||||||||||
Potentially dilutive common shares from employee equity plans and warrants are determined by applying the treasury stock method to the assumed exercise of warrants and share options and are excluded from the computation of diluted net loss per share if their inclusion would be anti-dilutive and consist of the following: | |||||||||||||||||
September 30, 2013 | September 30, 2012 | ||||||||||||||||
Options | 1,585,476 | — | |||||||||||||||
Warrants* | — | — | |||||||||||||||
Total | 1,585,476 | — | |||||||||||||||
* | Warrants are currently exercisable for less than one share of common stock, and therefore anti-dilutive, as a result of the 1-for-10 reverse stock split that we effected on November 8, 2011, the 1-for-500 reverse stock split that we effected on March 5, 2012, the 1-for-500 reverse stock split that we effected on June 3, 2013 and the 1-for-12 reverse stock split we effected on August 22, 2013. The warrants are subject to further adjustments in the future, which may have the effect of increasing or decreasing the exercise price and the number of shares issuable upon exercise of the warrants. |
Merger_with_Converted_Organics1
Merger with Converted Organics, Inc. (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | ' | ||||||||||||
Assets acquired and liabilities assumed in the Merger had the following estimated fair values (in thousands): | |||||||||||||
Cash and cash equivalents | $ | 63 | |||||||||||
Accounts receivable | 202 | ||||||||||||
Inventory | 128 | ||||||||||||
Note receivable | 517 | ||||||||||||
Other current assets | 65 | ||||||||||||
Property and equipment | 928 | ||||||||||||
Intangible asset – customer relationships | 1,453 | ||||||||||||
Goodwill | 312 | ||||||||||||
Accounts payable and accrued liabilities | (927 | ) | |||||||||||
Fair value of shares issued as acquisition consideration | $ | 2,741 | |||||||||||
Pro Forma Information from Operation | ' | ||||||||||||
The unaudited pro forma results do not reflect operating efficiencies or potential cost savings which may be implemented after the Merger: | |||||||||||||
Three Months | Nine Months Ended September 30, | ||||||||||||
Ended | |||||||||||||
September 30 | |||||||||||||
2012 | 2013 | 2012 | |||||||||||
Revenue | $ | 9,740 | $ | 2,459 | $ | 13,869 | |||||||
Net income (loss) | $ | 5,322 | $ | (4,410 | ) | $ | 6,695 | ||||||
Net income (loss) per common share, basic and diluted | $ | 0.26 | $ | (0.20 | ) | $ | 0.32 | ||||||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Components of Inventories | ' | ||||||||
The components of inventory were as follows: | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
(In thousands) | |||||||||
Raw materials | $ | 39 | $ | — | |||||
Finished goods | 90 | — | |||||||
Inventory | $ | 129 | $ | — | |||||
Schedule of Property Plant and Equipment | ' | ||||||||
The components of property and equipment were as follows: | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
(In thousands) | |||||||||
Leasehold improvements | $ | 585 | $ | — | |||||
Machinery and equipment | 398 | — | |||||||
Office equipment and furniture | 25 | — | |||||||
1,008 | — | ||||||||
Less accumulated depreciation | (68 | ) | — | ||||||
$ | 940 | $ | — | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Operating Leases | ' | ||||
The following table sets forth the Company’s aggregate future minimum payments under its operating lease commitment as of September 30, 2013 (in thousands): | |||||
Year ending December 31, | |||||
2013 (remainder) | $ | 49 | |||
2014 | 280 | ||||
2015 | 275 | ||||
2016 | 283 | ||||
2017 | 291 | ||||
2018 | 127 | ||||
$ | 1,305 | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Share-Based Compensation Summary of Stock Option Activity | ' | ||||||||||||||||
The following is a summary of stock option activity for the nine months ended September 30, 2013: | |||||||||||||||||
Number of | Weighted- | Average | Aggregated | ||||||||||||||
Options | Average | Remaining | Intrinsic | ||||||||||||||
Outstanding | Exercise | Contractual | Value | ||||||||||||||
Price | Life (Years) | (thousands) | |||||||||||||||
Balance – December 31, 2012 | — | $ | — | ||||||||||||||
Options granted | 1,585,476 | $ | 1.66 | ||||||||||||||
Options exercised | — | $ | — | ||||||||||||||
Options forfeited | — | $ | — | ||||||||||||||
Options expired | — | $ | — | ||||||||||||||
Balance – September 30, 2013 | 1,585,476 | $ | 1.66 | 9.6 | $ | — | |||||||||||
Exercisable as of September 30, 2013 | 437,550 | $ | 1.66 | 9.6 | $ | — | |||||||||||
Share-Based Compensation Stock Options Activity and Weighted-average Black-Scholes Option Pricing Model Assumptions | ' | ||||||||||||||||
The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. For the nine-months ended September 30, 2013, the assumptions used in the Black-Scholes option pricing model, which was used to estimate the grant date fair value per option, were as follows: | |||||||||||||||||
Employee | Non-Employee | ||||||||||||||||
Grants | Grants | ||||||||||||||||
Weighted-average grant date fair value | $ | 1.44 | $ | 1.44 | |||||||||||||
Weighted-average Black-Scholes option pricing model assumptions: | |||||||||||||||||
Volatility | 50.6 | % | 50.6 | % | |||||||||||||
Expected term (in years) | 6 | 10 | |||||||||||||||
Risk-free rate | 1 | % | 1.8 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Share-Based Compensation Non-Vested Restricted Stock Units Award Activity | ' | ||||||||||||||||
The following is a summary of non-vested restricted stock award activity for the nine months ended September 30, 2013: | |||||||||||||||||
Number of | Weighted- | ||||||||||||||||
Shares | Average | ||||||||||||||||
Outstanding | Grant Date | ||||||||||||||||
Fair Value | |||||||||||||||||
Balance – December 31, 2012 | — | $ | — | ||||||||||||||
Shares granted | 20,162 | $ | 1.44 | ||||||||||||||
Shares vested | — | $ | — | ||||||||||||||
Shares forfeited | — | $ | — | ||||||||||||||
Balance – September 30, 2013 | 20,162 | $ | 1.44 | ||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Revenues and Net Income (Loss) for Each Segment | ' | ||||||||||||||||
The Company’s operating segments are each reportable segments because their activities are not economically similar. Presented below are the revenues and net income (loss) for each segment for the three and nine months ended September 30, 2013 and 2012: | |||||||||||||||||
Three Months Ended September 30, | Nine months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(In thousands) | |||||||||||||||||
Revenue: | |||||||||||||||||
Web and network security technology | $ | — | $ | 9,354 | $ | 1,000 | $ | 12,469 | |||||||||
Organic fertilizer | 394 | — | 593 | — | |||||||||||||
Total revenue | $ | 394 | $ | 9,354 | $ | 1,593 | $ | 12,469 | |||||||||
Net income (loss): | |||||||||||||||||
Web and network security technology | $ | (1,243 | ) | $ | 5,919 | $ | (3,236 | ) | $ | 5,952 | |||||||
Organic fertilizer | (133 | ) | — | (98 | ) | — | |||||||||||
Net income (loss) | $ | (1,376 | ) | $ | 5,919 | $ | (3,334 | ) | $ | 5,952 | |||||||
Interest income: | |||||||||||||||||
Web and network security technology | $ | 7 | $ | 16 | $ | 119 | $ | 133 | |||||||||
Organic fertilizer | — | — | (1 | ) | — | ||||||||||||
Interest income: | $ | 7 | $ | 16 | $ | 118 | $ | 133 | |||||||||
Depreciation and Amortization: | |||||||||||||||||
Web and network security technology | $ | — | $ | — | $ | — | $ | — | |||||||||
Organic fertilizer | 71 | — | 149 | — | |||||||||||||
Depreciation and Amortization: | $ | 71 | $ | — | $ | 149 | $ | — | |||||||||
The_Company_and_Summary_of_Sig3
The Company and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | ||||
Aug. 22, 2013 | Jun. 03, 2013 | 31-May-13 | Mar. 05, 2012 | Nov. 08, 2011 | Sep. 30, 2013 | |
Segment | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | ' | ' | ' | 2 |
Effective date of Merger Agreement | ' | ' | ' | ' | ' | 3-Jun-13 |
Right to purchase shares of Finjan Holdings common stock | ' | ' | ' | ' | ' | 20,590,596 |
Reverse stock split | '1-for-12 | '1-for-500 | ' | '1-for-500 | '1-for-10 | '1-for-500 |
Reverse stock split ratio | 0.083 | 0.002 | 0.083 | 0.002 | 0.1 | 0.002 |
Common share outstanding, before reverse stock split | 268,420,426 | ' | ' | ' | ' | ' |
Common share outstanding, after reverse stock split | 22,368,415 | ' | ' | ' | ' | ' |
Estimated useful lives of identifiable intangible assets | ' | ' | ' | ' | ' | '6 years |
Hudson Bay and Iroquois [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of Organics convertible notes | ' | ' | ' | ' | ' | 1,192,500 |
Warrants to purchase shares of common stock | ' | ' | ' | ' | ' | 105,554 |
Shares of Finjan Holdings common stock issued on conversion of Preferred Stock | ' | ' | ' | ' | ' | 1,789,469 |
Percentage of common stock outstanding, acquired | ' | ' | ' | ' | ' | 8.00% |
Finjan [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Percentage of common stock outstanding, acquired | ' | ' | ' | ' | ' | 91.50% |
Converted Organics [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Percentage of common stock outstanding, acquired | ' | ' | ' | ' | ' | 8.50% |
Series A Convertible Preferred Stock [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Dividend percentage of Series A Convertible Preferred Stock | ' | ' | ' | ' | ' | 1.00% |
Series A Convertible Preferred Stock [Member] | Hudson Bay and Iroquois [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Exchange of shares of Series A Convertible Preferred Stock and warrants | ' | ' | ' | ' | ' | 13,281 |
Dividend percentage of Series A Convertible Preferred Stock | ' | ' | ' | ' | ' | 1.00% |
Minimum [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Property plant equipment useful life | ' | ' | ' | ' | ' | '3 years |
Maximum [Member] | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Property plant equipment useful life | ' | ' | ' | ' | ' | '10 years |
The_Company_and_Summary_of_Sig4
The Company and Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) per Common Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Numerator: | ' | ' | ' | ' |
Net income (loss) | ($1,376) | $5,919 | ($3,334) | $5,952 |
Denominator: | ' | ' | ' | ' |
Weighted-average common shares, basic | 22,348,201 | 20,590,596 | 21,350,498 | 20,590,596 |
Weighted-average common shares, diluted | 22,348,201 | 20,590,596 | 21,350,498 | 20,590,596 |
Net income per common share: | ' | ' | ' | ' |
Basic | ($0.06) | $0.29 | ($0.16) | $0.29 |
Diluted | ($0.06) | $0.29 | ($0.16) | $0.29 |
The_Company_and_Summary_of_Sig5
The Company and Summary of Significant Accounting Policies - Summary of Components Excluded from Computation of Diluted Net Loss Per Share (Detail) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Options [Member] | Options [Member] | Warrants [Member] | Warrants [Member] | ||||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities | ' | ' | ' | 1,585,476 | ' | ' | ' |
Dilutive securities | 1,585,476 | ' | ' | ' | ' | ' | ' |
The_Company_and_Summary_of_Sig6
The Company and Summary of Significant Accounting Policies - Summary of Components Excluded from Computation of Diluted Net Loss Per Share (Parenthetical) (Detail) | 1 Months Ended | 9 Months Ended | ||||
Aug. 22, 2013 | Jun. 03, 2013 | 31-May-13 | Mar. 05, 2012 | Nov. 08, 2011 | Sep. 30, 2013 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' | ' | ' |
Reverse stock split | '1-for-12 | '1-for-500 | ' | '1-for-500 | '1-for-10 | '1-for-500 |
Reverse stock split ratio | 0.083 | 0.002 | 0.083 | 0.002 | 0.1 | 0.002 |
Merger_with_Converted_Organics2
Merger with Converted Organics, Inc. - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Aug. 22, 2013 | Jun. 03, 2013 | 31-May-13 | Mar. 05, 2012 | Nov. 08, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Merger completion date | ' | ' | ' | ' | ' | ' | 3-Jun-13 | ' | ' |
Reverse stock split ratio | 0.083 | 0.002 | 0.083 | 0.002 | 0.1 | ' | 0.002 | ' | ' |
Reverse stock split | '1-for-12 | '1-for-500 | ' | '1-for-500 | '1-for-10 | ' | '1-for-500 | ' | ' |
Total exchanged shares | ' | ' | ' | ' | ' | ' | 20,467,052 | ' | ' |
Number of shares exchanged for indebtedness | ' | ' | ' | ' | ' | ' | 89,480 | ' | ' |
Retained shares | ' | ' | ' | ' | ' | ' | 1,789,486 | ' | ' |
Number of common shares issued to Former CEO and Former CFO | ' | ' | ' | ' | ' | 22,368,453 | 22,368,453 | ' | 20,590,596 |
Transaction related costs | ' | ' | ' | ' | ' | ' | $790,000 | ' | ' |
Finite-lived intangible assets, years | ' | ' | ' | ' | ' | ' | '6 years | ' | ' |
Finite-lived intangible assets, amortization expense, Remainder of fiscal year | ' | ' | ' | ' | ' | 61,000 | 61,000 | ' | ' |
Finite-lived intangible assets, amortization expense, year one | ' | ' | ' | ' | ' | 242,000 | 242,000 | ' | ' |
Finite-lived intangible assets, amortization expense, year two | ' | ' | ' | ' | ' | 242,000 | 242,000 | ' | ' |
Finite-lived intangible assets, amortization expense, year three | ' | ' | ' | ' | ' | 242,000 | 242,000 | ' | ' |
Finite-lived intangible assets, amortization expense, year four | ' | ' | ' | ' | ' | 242,000 | 242,000 | ' | ' |
Finite-lived intangible assets, amortization expense, year five | ' | ' | ' | ' | ' | 242,000 | 242,000 | ' | ' |
Finite-lived intangible assets, amortization expense, year six | ' | ' | ' | ' | ' | 101,000 | 101,000 | ' | ' |
Intangible amortization expense | ' | ' | ' | ' | ' | 61,000 | 81,000 | ' | ' |
Accumulated amortization | ' | ' | ' | ' | ' | 81,000 | 81,000 | ' | ' |
Increase in amortization and depreciation expense, Pro forma adjustments | ' | ' | ' | ' | ' | ' | 149,000 | 149,000 | ' |
Transaction-related expenses, Pro forma adjustments | ' | ' | ' | ' | ' | ' | 790,000 | ' | ' |
Stock-based compensation, Pro forma adjustments | ' | ' | ' | ' | ' | ' | 529,000 | ' | ' |
RSAs [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation, Pro forma adjustments | ' | ' | ' | ' | ' | ' | $29,000 | ' | ' |
Severance Agreements [Member] | Chief Executive Officer and Chief Financial Officer [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares issued to Former CEO and Former CFO | ' | ' | ' | ' | ' | 22,368 | 22,368 | ' | ' |
Converted Organics [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio | ' | ' | ' | ' | ' | ' | 0.002 | ' | ' |
Reverse stock split | ' | ' | ' | ' | ' | ' | '1-for-500 | ' | ' |
Merger_with_Converted_Organics3
Merger with Converted Organics, Inc. - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Business Combinations [Abstract] | ' |
Cash and cash equivalents | $63 |
Accounts receivable | 202 |
Inventory | 128 |
Note Receivable | 517 |
Other current assets | 65 |
Property and equipment | 928 |
Intangible asset - customer relationships | 1,453 |
Goodwill | 312 |
Accounts payable and accrued liabilities | -927 |
Fair value of shares issued as acquisition consideration | $2,741 |
Merger_with_Converted_Organics4
Merger with Converted Organics, Inc. - Pro Forma Information from Operation (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Combinations [Abstract] | ' | ' | ' |
Revenue | $9,740 | $2,459 | $13,869 |
Net income (loss) | $5,322 | ($4,410) | $6,695 |
Net income (loss) per common share, basic and diluted | $0.26 | ($0.20) | $0.32 |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |
Investments Schedule [Abstract] | ' |
Investments in common stock | $12,784 |
Balance_Sheet_Components_Compo
Balance Sheet Components - Components of Inventories (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $39 | ' |
Finished goods | 90 | ' |
Inventory | $129 | ' |
Balance_Sheet_Components_Sched
Balance Sheet Components - Schedule of Property Plant and Equipment (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $1,008 | ' |
Less accumulated depreciation | -68 | ' |
Property and equipment, net | 940 | ' |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 585 | ' |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 398 | ' |
Office Equipment and Furniture [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $25 | ' |
Balance_Sheet_Components_Addit
Balance Sheet Components - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Property Plant And Equipment Useful Life And Values [Abstract] | ' | ' |
Depreciation expense | $51 | $68 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | Oct. 02, 2013 | |
Subsequent Event [Member] | |||
Operating Leased Assets [Line Items] | ' | ' | ' |
Minimum annual rent | ' | $125,202 | ' |
Amount of monthly installments of rent | ' | 10,433 | 11,579 |
Percentage of annual rental rate increase for each anniversary | ' | 3.00% | 2.50% |
Operating lease expiration year | ' | '2018 | ' |
Term of lease period | ' | ' | '5 years |
Initial annual rent | ' | ' | 138,952 |
Rent expense | $43,299 | $76,091 | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Operating Leases (Detail) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2013 (remainder) | $49 |
2014 | 280 |
2015 | 275 |
2016 | 283 |
2017 | 291 |
2018 | 127 |
Total | $1,305 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||||||||
Aug. 22, 2013 | Jun. 03, 2013 | 31-May-13 | Mar. 05, 2012 | Nov. 08, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-09 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-09 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 22, 2013 | Jun. 03, 2013 | Mar. 05, 2012 | Nov. 08, 2011 | Oct. 31, 2009 | Sep. 30, 2013 | Sep. 30, 2013 | |
Omnibus Stock Compensation Plan [Member] | Global Share Option Plan [Member] | Class C [Member] | Class C [Member] | Class C [Member] | Class D [Member] | Class D [Member] | Class D [Member] | Class H [Member] | Class H [Member] | Class H [Member] | Class H [Member] | Class H [Member] | Class H [Member] | Class H [Member] | Series A Convertible Preferred Stock [Member] | ||||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | ' | ' | 1,000,000,000 | 1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | ' | ' | ' | 22,368,453 | 20,590,596 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock awards | ' | ' | ' | ' | ' | 22,368 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | 17,894 | 2,236,845 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of Merger acquisition | ' | ' | ' | ' | ' | $2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in common stock | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in additional paid-in capital | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of shares from Finjan Software | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase value of common stock | ' | ' | $204,000 | ' | ' | $204,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio | 0.083 | 0.002 | 0.083 | 0.002 | 0.1 | 0.002 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.083 | 0.002 | 0.002 | 0.1 | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,500 |
Preferred stock, dividend rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% |
Purchase of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | 1 | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
Exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,700,000 | $1 | $2,700,000 | $2,700,000 | $1.50 | $2,700,000 | $2,700,000 | ' | ' | ' | ' | $1.30 | $2,700,000 | ' |
Warrants expiry date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-May-14 | 31-May-14 | ' | 31-May-14 | 31-May-14 | ' | ' | ' | ' | ' | 14-Oct-14 | 31-Oct-14 | ' |
Aggregate number of common stock shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 885,000 | ' | ' | 415,000 | ' | ' | ' | ' | ' | ' | 17,250,000 | ' | ' |
Common stock shares acquired percentage | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split | '1-for-12 | '1-for-500 | ' | '1-for-500 | '1-for-10 | '1-for-500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1-for-12 | '1-for-500 | '1-for-500 | '1-for-10 | ' | ' | ' |
Adjusted exercise price of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $39,000,000 | ' |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock options granted, contractual term | ' | '10 years |
Stock options vested, contractual term | ' | '4 years |
Percentage of stock options vesting prior to one year anniversary | ' | 25.00% |
Percentage of stock options vested remaining of the period | ' | 75.00% |
Options issued under vested percentage at grant | ' | 59.00% |
Recognition of incremental compensation expense | $13,000 | $61,000 |
Stock-based compensation expense | 64,000 | 529,000 |
Global Share Option Plan [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of remaining shares available for issuance | 2,236,845 | 2,236,845 |
Unvested Stock Option [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Compensation cost not yet recognized | 785,000 | 785,000 |
Compensation cost expected to be recognized over a weighted-average period | ' | '2 years 6 months |
RSAs [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock-based compensation expense | 14,786 | 18,125 |
Compensation cost expected to be recognized over a weighted-average period | ' | '1 month 24 days |
Compensation cost not yet recognized | $10,000 | $10,000 |
StockBased_Compensation_ShareB
Stock-Based Compensation - Share-Based Compensation Summary of Stock Option Activity (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Number of Shares Outstanding, Beginning balance | ' | ' |
Options granted | 1,585,476 | ' |
Options exercised | ' | ' |
Options forfeited | ' | ' |
Options expired | ' | ' |
Number of Shares Outstanding, Ending balance | 1,585,476 | ' |
Exercisable as of September 30, 2013 | 437,550 | ' |
Weighted-Average Exercise Price, Beginning balance | ' | ' |
Weighted-Average Exercise Price, Options granted | $1.66 | ' |
Weighted-Average Exercise Price, Options exercised | ' | ' |
Weighted-Average Exercise Price, Options forfeited | ' | ' |
Weighted-Average Exercise Price, Options expired | ' | ' |
Weighted-Average Exercise Price, Ending balance | $1.66 | ' |
Weighted-Average Exercise Price, Exercisable as of September 30, 2013 | $1.66 | ' |
Average Remaining Contractual Term at September 30, 2013 | '9 years 7 months 6 days | ' |
Average Remaining Contractual Term, Exercisable as of September 30, 2013 | '9 years 7 months 6 days | ' |
Aggregate Intrinsic Value, Balance at December 31, 2012 | ' | ' |
Aggregate Intrinsic Value, Balance at September 30, 2013 | ' | ' |
Aggregate Intrinsic Value, Exercisable as of September 30, 2013 | ' | ' |
StockBased_Compensation_ShareB1
Stock-Based Compensation - Share-Based Compensation Stock Options Activity and Weighted-Average Black-Scholes Option Pricing Model Assumptions (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Employee Grants [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Weighted-average grant date fair value | $1.44 |
Weighted-average Black-Scholes option pricing model assumptions: | ' |
Volatility | 50.60% |
Expected term (in years) | '6 years |
Risk-free rate | 1.00% |
Expected dividend yield | 0.00% |
Non-Employee Grants [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Weighted-average grant date fair value | $1.44 |
Weighted-average Black-Scholes option pricing model assumptions: | ' |
Volatility | 50.60% |
Expected term (in years) | '10 years |
Risk-free rate | 1.80% |
Expected dividend yield | 0.00% |
StockBased_Compensation_ShareB2
Stock-Based Compensation - Share-Based Compensation Non-Vested Restricted Stock Units Award Activity (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Schedule Of Summary Of Restricted Stock Unit Activity [Line Items] | ' | ' |
Number of Shares Outstanding, Beginning balance | ' | ' |
Number of Shares Outstanding, Shares vested | ' | ' |
Number of Shares Outstanding, Ending balance | 1,585,476 | ' |
Non-Vested Restricted Stock [Member] | ' | ' |
Schedule Of Summary Of Restricted Stock Unit Activity [Line Items] | ' | ' |
Number of Shares Outstanding, Beginning balance | ' | ' |
Number of Shares Outstanding, Shares granted | 20,162 | ' |
Number of Shares Outstanding, Shares vested | ' | ' |
Number of Shares Outstanding, Shares forfeited | ' | ' |
Number of Shares Outstanding, Ending balance | 20,162 | ' |
Weighted-Average Grant Date Fair Value, Beginning balance | ' | ' |
Weighted-Average Grant Date Fair Value, Shares granted | 1.44 | ' |
Weighted-Average Grant Date Fair Value, Shares vested | ' | ' |
Weighted-Average Grant Date Fair Value, Shares forfeited | ' | ' |
Weighted-Average Grant Date Fair Value, Ending balance | 1.44 | ' |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Feb. 28, 2013 | |
Finjan Software [Member] | ||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Legal fees | $40,000 | $40,000 | $130,000 | $103,000 | ' | ' |
Amounts due to the firm | 14,770 | ' | 14,770 | ' | 14,652 | ' |
Outstanding balance due | ' | ' | ' | ' | ' | $33,900,000 |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) (USD $) | 0 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Segment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | ' |
Number of operating segments | 2 | ' | ' |
Assets | ' | $30,351 | $104,332 |
Web and Network Security Technology [Member] | ' | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | ' |
Assets | ' | 26,000 | ' |
Organic Fertilizer [Member] | ' | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | ' |
Assets | ' | $4,000 | ' |
Segment_Reporting_Schedule_of_
Segment Reporting - Schedule of Revenues and Net Income (Loss) for Each Segment (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $394 | $9,354 | $1,593 | $12,469 |
Net income (loss) | -1,376 | 5,919 | -3,334 | 5,952 |
Interest income | 7 | 16 | 118 | 133 |
Depreciation and Amortization | 71 | ' | 149 | ' |
Web and Network Security Technology [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | ' | 9,354 | 1,000 | 12,469 |
Net income (loss) | -1,243 | 5,919 | -3,236 | 5,952 |
Interest income | 7 | 16 | 119 | 133 |
Organic Fertilizer [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 394 | ' | 593 | ' |
Net income (loss) | -133 | ' | -98 | ' |
Interest income | ' | ' | -1 | ' |
Depreciation and Amortization | $71 | ' | $149 | ' |
Income_Tax_Additional_Informat
Income Tax - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Income tax expense | $0 | $89 | $7 | $89 |
Unrecognized tax benefits settlement description | ' | ' | 'The tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. | ' |
Employment_Agreements_Addition
Employment Agreements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Hartstein Employment Agreement [Member] | ' |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ' |
Employment agreement date | 8-Jul-13 |
Payment period of base salary and discretionary bonus under Employment Agreement | '4 months |
Employment Agreement effective date | 1-Jul-13 |
Notice period for termination of Hartstein Employment Agreement | '90 days |
Steinmetz Employment Agreement [Member] | ' |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ' |
Employment agreement date | 8-Jul-13 |
Payment period of base salary and discretionary bonus under Employment Agreement | '1 year |
Employment Agreement effective date | 1-Jul-13 |
Notice period for termination of Hartstein Employment Agreement | '90 days |
Contingencies_Additional_Infor
Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2013 | Jul. 31, 2012 | Sep. 30, 2013 |
Commitments And Contingencies Disclosure [Abstract] | ' | ' | ' |
Contingencies settlement agreement awarded value | ' | ' | $3 |
Payments received | $1 | $1 | ' |
Contingencies settlement agreement description | ' | ' | 'Company was awarded $3.0 million to be paid over an 18 month period in the form of three payments in the amount of $1.0 million each. |
Settlement agreement period | ' | ' | '18 months |
Subsequent_Events_Additional_I
Subsequent Events - Additional Informations (Detail) | 9 Months Ended | 0 Months Ended |
Sep. 30, 2013 | Oct. 07, 2013 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ' | ' |
Stock options granted, contractual term | '10 years | '10 years |
Stock options vested, contractual term | '4 years | '4 years |
Percentage of stock options vesting prior to one year anniversary | 25.00% | 25.00% |
Percentage of stock options vested remaining of the period | 75.00% | 75.00% |