Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 11, 2014 | Jun. 30, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'FNJN | ' | ' |
Entity Registrant Name | 'FINJAN HOLDINGS, INC. | ' | ' |
Entity Central Index Key | '0001366340 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 22,368,453 | ' |
Entity Public Float | ' | ' | $144,882,996 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $24,598 | $91,545 |
Accounts receivable, net | 50 | ' |
Inventories | 34 | ' |
Prepaid expenses and other current assets | 150 | 3 |
Total current assets | 24,832 | 91,548 |
Property and equipment, net | 953 | ' |
Intangible assets, net | 1,333 | ' |
Goodwill | 306 | ' |
Investments | 500 | 12,784 |
Other non-current assets | 23 | ' |
Total Assets | 27,947 | 104,332 |
Current Liabilities: | ' | ' |
Accounts payable | 495 | 2,562 |
Accounts payable - related parties | 15 | 17 |
Accrued expenses | 336 | 68 |
Accrued income taxes | 4 | 25,325 |
Due to former parent | ' | 33,943 |
Other current liabilities | 35 | ' |
Total current liabilities | 885 | 61,915 |
Deferred tax liabilities | 39 | ' |
Total Liabilities | 924 | 61,915 |
Commitments and contingencies | ' | ' |
Stockholders' Equity | ' | ' |
Preferred stock - $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2013 and 2012 | ' | ' |
Common stock - $0.0001 par value; 1,000,000,000 shares authorized; 22,368,453 and 20,590,596 shares issued and outstanding at December 31, 2013 and 2012 | 2 | 2 |
Additional paid-in capital | 21,546 | 17,821 |
Retained earnings | 5,475 | 24,594 |
Total Stockholders' Equity | 27,023 | 42,417 |
Total Liabilities and Stockholders' Equity | $27,947 | $104,332 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 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 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | ' | ' | ' |
Revenues | $744 | ' | ' |
Cost of revenues | 762 | ' | ' |
Gross profit (loss) | -18 | ' | ' |
Operating Expenses: | ' | ' | ' |
Selling, general and administrative | 6,689 | 2,759 | 1,818 |
Transaction costs | 790 | ' | ' |
Total operating expenses | 7,479 | 2,759 | 1,818 |
Loss from operations | -7,497 | -2,759 | -1,818 |
Other Income | ' | ' | ' |
Gain on settlements, net of legal costs | 1,000 | 77,353 | 24,908 |
Gain on sale of patents, net of legal costs | ' | ' | 1,280 |
Settlement proceeds for modification of licensing agreement | ' | 3,116 | ' |
Other income | 9 | ' | ' |
Interest income | 153 | 164 | 3,124 |
Total Other Income | 1,162 | 80,633 | 29,312 |
(Loss) income before provision for income taxes | -6,335 | 77,874 | 27,494 |
Income tax (benefit) provision | -263 | 26,889 | 3,396 |
Net (Loss) Income | ($6,072) | $50,985 | $24,098 |
Net (Loss) Income Per Share: | ' | ' | ' |
Basic and Diluted | ($0.28) | $2.48 | $1.17 |
Weighted Average Number of Common Shares Outstanding: | ' | ' | ' |
Basic and Diluted | 21,601,974 | 20,590,596 | 20,590,596 |
Consolidated_Statement_of_Shar
Consolidated Statement of Shareholders' (Deficiency) Equity (USD $) | Total | Converted Organics [Member] | Hudson Bay and Iroquois [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | (Accumulated Deficit) Retained Earnings [Member] | (Accumulated Deficit) Retained Earnings [Member] | (Accumulated Deficit) Retained Earnings [Member] |
In Thousands, except Share data | Converted Organics [Member] | Hudson Bay and Iroquois [Member] | Converted Organics [Member] | Hudson Bay and Iroquois [Member] | Converted Organics [Member] | Hudson Bay and Iroquois [Member] | ||||||
Balance Beginning at Dec. 31, 2010 | ($36,934) | ' | ' | $2 | ' | ' | $13,553 | ' | ' | ($50,489) | ' | ' |
Balance Beginning, shares at Dec. 31, 2010 | ' | ' | ' | 20,590,596 | ' | ' | ' | ' | ' | ' | ' | ' |
Tax (benefit) provision contributed (to) by Former Parent | 2,704 | ' | ' | ' | ' | ' | 2,704 | ' | ' | ' | ' | ' |
Net (loss) income | 24,098 | ' | ' | ' | ' | ' | ' | ' | ' | 24,098 | ' | ' |
Balance Ending at Dec. 31, 2011 | -10,132 | ' | ' | 2 | ' | ' | 16,257 | ' | ' | -26,391 | ' | ' |
Balance Ending, shares at Dec. 31, 2011 | ' | ' | ' | 20,590,596 | ' | ' | ' | ' | ' | ' | ' | ' |
Tax (benefit) provision contributed (to) by Former Parent | 1,564 | ' | ' | ' | ' | ' | 1,564 | ' | ' | ' | ' | ' |
Net (loss) income | 50,985 | ' | ' | ' | ' | ' | ' | ' | ' | 50,985 | ' | ' |
Balance Ending at Dec. 31, 2012 | 42,417 | ' | ' | 2 | ' | ' | 17,821 | ' | ' | 24,594 | ' | ' |
Balance Ending, shares at Dec. 31, 2012 | ' | ' | ' | 20,590,596 | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase and retirement of common stock, value | -205 | ' | ' | ' | ' | ' | -205 | ' | ' | ' | ' | ' |
Repurchase and retirement of common stock, shares | ' | ' | ' | -123,544 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding common stock of Converted Organics at time of exchange, value | ' | 131 | ' | ' | ' | ' | ' | 131 | ' | ' | ' | ' |
Outstanding common stock of Converted Organics at time of exchange, shares | ' | ' | ' | ' | 89,473 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in exchange for convertible notes, preferred stock and warrants, value | ' | ' | 2,610 | ' | ' | ' | ' | ' | 2,610 | ' | ' | ' |
Common stock issued in exchange for convertible notes, preferred stock and warrants, shares | ' | ' | ' | ' | ' | 1,789,469 | ' | ' | ' | ' | ' | ' |
Amortization of stock option costs | 1,156 | ' | ' | ' | ' | ' | 1,156 | ' | ' | ' | ' | ' |
Restricted stock awards granted, value | 33 | ' | ' | ' | ' | ' | 33 | ' | ' | ' | ' | ' |
Restricted stock awards granted, shares | ' | ' | ' | 22,368 | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend issued to former parent | -12,784 | ' | ' | ' | ' | ' | ' | ' | ' | -12,784 | ' | ' |
Tax (benefit) provision contributed (to) by Former Parent | -263 | ' | ' | ' | ' | ' | ' | ' | ' | -263 | ' | ' |
Impact of share rounding as result of reverse stock split | ' | ' | ' | 91 | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | -6,072 | ' | ' | ' | ' | ' | ' | ' | ' | -6,072 | ' | ' |
Balance Ending at Dec. 31, 2013 | $27,023 | ' | ' | $2 | ' | ' | $21,546 | ' | ' | $5,475 | ' | ' |
Balance Ending, shares at Dec. 31, 2013 | ' | ' | ' | 22,368,453 | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash Flows From Operating Activities | ' | ' | ' |
Net (loss) income | ($6,072) | $50,985 | $24,098 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 241 | ' | ' |
Stock-based compensation expense | 1,189 | ' | ' |
Shares received in settlement of litigation | ' | -8,353 | ' |
Shares received in exchange for modification of license agreement | ' | -3,116 | ' |
Gain on sale of patents | ' | ' | -1,280 |
Tax provision contributed by Former Parent | -263 | 1,564 | 2,704 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | 152 | ' | ' |
Inventories | 94 | ' | ' |
Prepaid expenses and other current assets | -82 | -3 | ' |
Other assets | -23 | ' | ' |
Accrued expenses | -346 | 68 | ' |
Accounts payable | -2,331 | 1,740 | 389 |
Accounts payable - related parties | -2 | 2 | ' |
Accrued income taxes | -25,321 | 24,633 | 691 |
Deferred tax liability | -4 | ' | ' |
Total Adjustments | -26,696 | 16,535 | 2,504 |
Net Cash (Used in) Provided By Operating Activities | -32,768 | 67,520 | 26,602 |
Cash Flows From Investing Activities | ' | ' | ' |
Purchases of shares in investee | -500 | -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 | -111 | ' | ' |
Proceeds from sale of patents, net of legal costs | ' | ' | 1,280 |
Net Cash (Used in) Provided by Investing Activities | -31 | -1,315 | 1,280 |
Cash Flows From Financing Activities | ' | ' | ' |
Repayment of loan from Former Parent | -33,943 | -2,470 | -157 |
Repurchase and retirement of common stock | -205 | ' | ' |
Net Cash Used in Financing Activities | -34,148 | -2,470 | -157 |
Net (Decrease) Increase in Cash and Cash Equivalents | -66,947 | 63,735 | 27,725 |
Cash and Cash Equivalents - Beginning | 91,545 | 27,810 | 85 |
Cash and Cash Equivalents - Ending | 24,598 | 91,545 | 27,810 |
Supplemental Disclosures of Cash Flow Information: | ' | ' | ' |
Cash paid during the year for income taxes | 25,331 | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' |
Distribution of investments as dividend | 12,784 | ' | ' |
Leasehold improvements financed | 35 | ' | ' |
Assets acquired and liabilities assumed: | ' | ' | ' |
Cash and cash equivalents | 63 | ' | ' |
Accounts receivable | 202 | ' | ' |
Inventory | 128 | ' | ' |
Notes receivable | 517 | ' | ' |
Other current assets | 65 | ' | ' |
Property and equipment | 928 | ' | ' |
Intangible assets - customer relationships | 1,453 | ' | ' |
Goodwill | 306 | ' | ' |
Accounts payable and accrued liabilities | -878 | ' | ' |
Deferred tax liability | -43 | ' | ' |
Total fair value of net assets acquired | 2,741 | ' | ' |
Common stock issued to acquire Converted Organics net assets | $2,741 | ' | ' |
Organization_and_Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Organization and Operations | ' |
NOTE 1 – ORGANIZATION AND OPERATIONS | |
ORGANIZATION | |
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”). | |
Finjan was founded in 1997 as a wholly owned subsidiary of Finjan Software Ltd. (“FSL”). FSL, together with its subsidiaries, sold enterprise web security solutions, including real-time and behavior-based malware prevention. In October 2003, FSL 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 (the “Former Parent”). 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 October 2009, the Former Parent sold its portfolio of intellectual property to Finjan. In November 2009, the Former Parent sold certain assets, (including assets belonging to Finjan), and Finjan granted a patent license to M86 Security Inc. (“M86”) for 7,075,629 shares of M86 common stock, of which 1,548,148 were issued to Finjan and the balance of which were issued to the Former Parent. In connection with that transaction, and subsequent to November 2009, the Former Parent and its remaining subsidiaries ceased the development, marketing and sale of its products, but retained all patents and related rights. In March 2012, M86 entered into a business combination with Trustwave Holdings, Inc. (“Trustwave”) and Finjan exchanged its interest in M86 for shares of the common stock of Trustwave. In conjunction with that transaction, in March 2012, Finjan granted Trustwave a non-exclusive license to use certain of Finjan’s technology, which license is fully paid unless certain conditions are satisfied, in which case Finjan may be entitled to receive additional payments from Trustwave. In exchange for modifying the license received from M86, Finjan received 224,000 additional shares of Trustwave Class A common stock (see Note 8). | |
In February 2013, Finjan distributed its interests in securities issued by two unaffiliated entities which it previously held to the Former Parent (see Note 8), and made a payment of cash in an amount sufficient to repay and satisfy in full an intercompany loan from the Former Parent to Finjan. Following that distribution, the Board of Directors and stockholders of the Former Parent 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 the Former Parent ’s stockholders, whereby Finjan ceased to be a subsidiary of the Former Parent. | |
REVERSE MERGER | |
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 with the Merger, Converted Organics, Inc.’s name was changed to Finjan Holdings, Inc. | |
At the effective time of the Merger, each issued and outstanding shares of common stock of Finjan immediately prior to the Merger was converted into 247,087.147 shares (the “Exchange Ratio”) of Finjan Holdings common stock. 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 the Exchange Ratio 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 the Exchange Ratio. | |
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 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. | |
REVERSE MERGER, CONTINUED | |
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 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 consolidated statement of operations since the date of Merger. For additional information regarding the Merger, see Note 4. | |
Unless otherwise indicated or the context otherwise requires, references to “Finjan Holdings,” or “the Company” refer to Finjan Holdings, Inc., and its consolidated subsidiaries. Disclosures 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. | |
REVERSE STOCK SPLITS | |
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. 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. | |
All references in these 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 have been adjusted to retroactively reflect the effect of the 1-for-500 and the 1-for-12 reverse stock splits. | |
OPERATIONS | |
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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||
BASIS OF PRESENTATION | |||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 consolidated financial statements of the Company since the date of Merger. | |||||||||||||
BUSINESS 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. The excess of the purchase price over the assigned values of the net assets acquired, if any, is recorded as goodwill. Transaction costs are expensed as incurred. | |||||||||||||
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 long-lived 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. | |||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||
For purposes of the statement of cash flows, the Company considers all highly liquid instruments with original maturities of three months or less when purchased to be cash equivalents. Included in cash and cash equivalents are demand deposits and money market accounts. | |||||||||||||
CONCENTRATIONS OF CREDIT RISK | |||||||||||||
The Company maintains its cash and cash equivalents in financial institutions located in the United States. At times, the Company’s cash and cash equivalent balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced any losses in such accounts. As of December 31, 2013 and 2012, substantially all of the company’s cash and cash equivalents are uninsured. | |||||||||||||
As of December 31, 2013, two customers of the organic fertilizer segment accounted for 37% and 16% of the Company’s accounts receivable balance. | |||||||||||||
During 2013, approximately 14%, 19% and 35% of the revenues generated by the company were from three customers. | |||||||||||||
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 year ended December 31, 2013 was not material. The allowance for doubtful accounts as of December 31, 2013 was not material. The Company did not have any accounts receivable prior to the Merger. | |||||||||||||
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. There were no material write-downs as of December 31, 2013 | |||||||||||||
PROPERTY AND EQUIPMENT | |||||||||||||
Property and equipment are stated at cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years. Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or the estimated useful economic lives of the related assets using the straight line method. 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. | |||||||||||||
PATENTS | |||||||||||||
The Company owns or possesses licenses to use its patents. The Company’s patent costs were fully amortized prior to January 1, 2012. The costs of maintaining patents are expensed as incurred. Patents as of December 31, 2013 and 2012 are as follows: | |||||||||||||
As of December 31, | |||||||||||||
(In thousands) | |||||||||||||
2013 | 2012 | ||||||||||||
Patents | $ | 18,052 | $ | 18,052 | |||||||||
Less: accumulated amortization | (18,052 | ) | (18,052 | ) | |||||||||
Total | $ | — | $ | — | |||||||||
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 consist of customer relationships acquired as part of the Merger. The fair value of intangible assets acquired was 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. As of December 31, 2013, the company has not identified any such impairments. | |||||||||||||
INVESTMENTS | |||||||||||||
Investments in common and preferred stock in which the Company has significant influence, but less than a controlling voting interest, are accounted for using the equity method and are classified as non-current assets. Significant influence is presumed to exist when the Company holds more than 20% of the investee’s voting instruments. Other investments that are not controlled, and over which the Company does not have the ability to exercise significant influence are accounted for under the cost method. All of the Company’s investments as of December 31, 2013 and 2012 are accounted for under the cost method. | |||||||||||||
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. As of December 31, 2013, the Company has not identified any such impairments. | |||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||
The reported amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate their fair value due to their short maturities. | |||||||||||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These fair value measurements apply to all financial instruments that are measured and reported on a fair value basis. | |||||||||||||
Where available, fair value is based on observable market prices or is derived from such prices. The Company uses the market approach valuation technique to value its investments. The market approach uses prices and other pertinent information generated from market transactions involving identical or comparable assets or liabilities. The types of factors that the Company may take into account in fair value pricing the investments include available current market data, including relevant and applicable market quotes. | |||||||||||||
Based on the observability of the inputs used in the valuation techniques, financial instruments are categorized according to the fair value hierarchy, which ranks the quality and reliability of the information used to determine fair values. | |||||||||||||
Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: | |||||||||||||
Level 1 - Observable inputs such as quoted prices in active markets. | |||||||||||||
Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. | |||||||||||||
Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the assignment of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. | |||||||||||||
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. The fair value of licenses achieved by ordinary business negotiations is recognized as revenue. | |||||||||||||
The amount of consideration received upon any settlement or judgment is allocated to each element of the settlement based on the fair value of each element. Elements related to licensing agreements, royalty revenues, net of contingent legal fees, are recognized as revenue in the consolidated statement of operations. Elements that are not related to license agreements and royalty revenue in nature will be reflected as a separate line item within the other income section of the consolidated statements of operations. Elements provided in either settlement agreements or judgments include: the value of a license, legal release, and interest. When settlements or judgments are achieved at discounts to the fair value of a license, the Company allocates the full settlement or judgment, excluding specifically named elements as mentioned above, to the value of the license agreement or royalty revenue under the residual method. Legal release as part of a settlement agreement is recognized as a separate line item in the consolidated statements of operations when value can be allocated to the legal release. When the Company reaches a settlement with a defendant, no value is allocated to the legal release since the existence of a settlement removes legal standing to bring a claim of infringement and without a legal claim, the legal release has no economic value. The element that is applicable to interest income will be recorded as a separate line item in other income. The Company does not assume future performance obligations in its license arrangements. | |||||||||||||
REVENUE RECOGNITION, CONTINUED | |||||||||||||
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. | |||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||
The Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards issued to non-employees are measured at their fair values on the date of grant, and are re-measured at each reporting period through their vesting dates. When a non-employee becomes an employee and continues to vest in the award, the fair value of the individual’s award is re-measured on the date that he becomes an employee, and then is not subsequently re-measured at future reporting dates. The fair value of stock based awards is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method for stock options and restricted stock. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock-based awards. | |||||||||||||
NET INCOME (LOSS) PER COMMON SHARE | |||||||||||||
Basic net income (loss) per common share is based upon the weighted-average number of common shares outstanding. Diluted net income (loss) per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding. Basic and diluted net income (loss) per common share were computed as follows: | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(In thousands, except share and per share data) | |||||||||||||
Numerator: | |||||||||||||
Net (loss) income | $ | (6,072 | ) | $ | 50,985 | $ | 24,098 | ||||||
Denominator: | |||||||||||||
Weighted-average common shares: | |||||||||||||
Basic and diluted | 21,601,974 | 20,590,596 | 20,590,596 | ||||||||||
Net (loss) income per common share: | |||||||||||||
Basic and diluted | $ | (0.28 | ) | $ | 2.48 | $ | 1.17 | ||||||
NET INCOME (LOSS) PER COMMON SHARE, CONTINUED | |||||||||||||
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: | |||||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Options | 1,625,476 | ||||||||||||
Warrants* | — | ||||||||||||
Total | 1,625,476 | ||||||||||||
* | Warrants are currently exercisable for less than one share of common stock, and are 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. | ||||||||||||
The company did not have potentially dilutive common shares from employees equity plans and warrants as of December 31, 2012 and 2011 | |||||||||||||
INCOME TAXES | |||||||||||||
The Former Parent files its consolidated income tax returns in the U.S. federal jurisdiction and has filed consolidated income tax returns in the state of California through 2010. The Former Parent’s federal income tax returns for tax years after 2008 remain subject to examination by the federal tax authorities. The Former Parent did not file separate income returns for its wholly-owned subsidiary. The former Parent’s State income tax revenues for tax years after 2008 remain subject to examination by the state tax authorities. | |||||||||||||
The Company utilizes the separate return method in accounting for income taxes. The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed annually for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or benefit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. | |||||||||||||
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 December 31, 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 years ended December 31, 2013, 2012 and 2011. | |||||||||||||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |||||||||||||
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. ASU 2013-11 is not applicable to the Company since the Company did not have uncertain tax positions for the years ended December 31, 2013, 2012 and 2011. | |||||||||||||
Other recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. | |||||||||||||
SUBSEQUENT EVENTS | |||||||||||||
Management has evaluated subsequent events or transactions occurring through the date the financial statements were issued. Management concluded that no additional subsequent events required disclosure in these financial statements other than those disclosed in these notes to these financial statements. |
Restatement_of_Previously_Issu
Restatement of Previously Issued Financial Statements | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||
Restatement of Previously Issued Financial Statements | ' | ||||||||||||||||||||||||
NOTE 3 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |||||||||||||||||||||||||
On July 17, 2013, the Company filed a registration statement on Form S-1 which included consolidated statements of operations for the years ended December 31, 2012 and 2011 with patent infringement settlements and licensing income classified as other income. Subsequently, the Company filed a series of amendments on Forms S-1/A wherein the patent infringement settlements and licensing income in the consolidated statements of operations were reclassified as revenue due to a change in the Company’s business model. | |||||||||||||||||||||||||
The portion of consideration received from the settlement of litigation, net of any contingent legal fees, representing the value of any legal release, which had previously been classified as revenues is now reported as gain on settlements within other income on the consolidated statements of operations. The portion of settlement proceeds representing the license granted, which had previously been included in revenues, is now recorded as settlement proceeds for modification of licensing agreement within other income on the consolidated statements of operations. Other legal costs incurred in connection with patent infringement litigation and previously classified as costs of revenues, are now included in selling, general and administrative expenses on the consolidated statements of operations. | |||||||||||||||||||||||||
The Company has since determined that the patent infringement settlements and licensing income are subject to multiple element accounting. However, the information needed to develop the models used to arrive at the fair value of the various elements included in litigation settlements are sealed by the court and are not readily available to support company’s classification of such amounts as revenues. Consequently, the Company is readily unable to determine or support the fair value of the multiple elements of the settlement, and has included amounts received in such settlements as other income. | |||||||||||||||||||||||||
Accordingly, the Company has restated the condensed consolidated statements of operations for the three and six months ended June 30, 2013 and 2012 and the three and nine months ended September 30, 2013 and 2012 included in the Company’s Quarterly Reports on Form 10-Q and the condensed consolidated statements of operations for the years ended December 31, 2012 and 2011 included in the Company’s Form S-1/A filed on January 21, 2014, in order to correct the classification of the consideration received upon the settlement of patent infringement litigation in the years ended December 31, 2012 and 2011. Such restatements did not have an impact on previously reported net income (loss) or net income (loss) per share, total equity and total assets. | |||||||||||||||||||||||||
The following is a summary of the effects of the restatement for December 31, 2012 and 2011 (dollars in thousands): | |||||||||||||||||||||||||
For the Years Ended December 31, | |||||||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||||||
Previously | Previously | ||||||||||||||||||||||||
reported on | reported on | ||||||||||||||||||||||||
Form S-1/A | Adjustment | As restated | Form S-1/A | Adjustment | As restated | ||||||||||||||||||||
Revenues | $ | 88,969 | $ | (88,969 | ) | $ | — | $ | 24,908 | $ | (24,908 | ) | $ | — | |||||||||||
Cost of revenues | 9,151 | (9,151 | ) | — | 1,465 | (1,465 | ) | — | |||||||||||||||||
Gross Profit | 79,818 | (79,818 | ) | — | 23,443 | (23,443 | ) | — | |||||||||||||||||
Operating Expenses | |||||||||||||||||||||||||
Selling, general and administrative | 2,108 | 651 | 2,759 | 353 | 1.465 | 1,818 | |||||||||||||||||||
Transaction costs | — | — | — | — | — | — | |||||||||||||||||||
Total operating expenses | 2,108 | 651 | 2,759 | 353 | 1,465 | 1,818 | |||||||||||||||||||
Operating Income (Loss) | 77,710 | (80,469 | ) | (2,759 | ) | 23,090 | (24,908 | ) | (1,818 | ) | |||||||||||||||
Other Income | |||||||||||||||||||||||||
Gain on settlements | — | 77,353 | 77,353 | — | 24,908 | 24,908 | |||||||||||||||||||
Gain on sale of patents, net of legal costs | — | — | — | 1,280 | — | 1,280 | |||||||||||||||||||
Settlement proceeds for modification of licensing agreement | — | 3,116 | 3,116 | — | — | — | |||||||||||||||||||
Interest income | 164 | — | 164 | 3,124 | — | 3,124 | |||||||||||||||||||
Total Other Income | 164 | 80,469 | 80,633 | 4,404 | 24,908 | 29,312 | |||||||||||||||||||
Income before provision for income taxes | 77,874 | — | 77,874 | 27,494 | — | 27,494 | |||||||||||||||||||
Provision for income taxes | 26,889 | — | 26,889 | 3,396 | — | 3,396 | |||||||||||||||||||
Net Income | $ | 50,985 | $ | — | $ | 50,985 | $ | 24,098 | $ | — | $ | 24,098 | |||||||||||||
Net Income per share, basic and diluted | $ | 2.48 | $ | 2.48 | $ | 1.17 | $ | 1.17 | |||||||||||||||||
Merger_with_Converted_Organics
Merger with Converted Organics, Inc. | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Merger with Converted Organics, Inc. | ' | ||||||||
NOTE 4 - 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 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 89,473 shares of Company common stock. In addition, certain Company indebtedness was exchanged for an aggregate of 1,789,469 shares of Company common stock in connection with the Merger. Finally, 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 year ended December, 2013, the Company incurred $790,000 in transaction costs related to the Merger, which primarily consisted of legal and accounting expenses. These expenses were recorded as transaction costs in the accompanying consolidated statements of operations. | |||||||||
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 | 306 | ||||||||
Accounts payable and accrued liabilities | (878 | ) | |||||||
Deferred tax liability | (43 | ) | |||||||
Fair value of shares issued as acquisition consideration | $ | 2,741 | |||||||
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 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. | |||||||||
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. See Note 7 – Intangible Assets and Goodwill. | |||||||||
PRO FORMA FINANCIAL INFORMATION | |||||||||
The following unaudited pro forma financial information presents the combined results of operations for the years ended December 31, 2013 and 2012 as if the reverse merger had been completed at the beginning of the respective periods. The pro forma financial information includes adjustments to eliminate one time charges and to include amortization of fair value adjustments in the appropriate pro forma periods as though the companies were combined at the beginning of the respective periods, and is not indicative of, nor does it purport to project the future financial position or operating results of the company. These adjustments include: | |||||||||
• | An increase (decrease) in amortization and depreciation expense of $122,000 and $(46,000) for the years ended December 31, 2013 and 2012, respectively, related to the fair value of acquired identifiable assets and property and equipment. | ||||||||
• | The exclusion of transaction-related expenses of $790,000 for the year ended December 31, 2013. | ||||||||
• | An adjustment for the estimated portion of the interest expense and change in fair value of derivative liabilities attributable to the convertible notes being exchanged for common stock as a part of the transactions contemplated by the Merger Agreement. | ||||||||
The unaudited pro forma results do not reflect operating efficiencies or potential cost savings which may be implemented after the Merger. | |||||||||
For the Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
(In thousands, except per share data) | |||||||||
Revenue | 1,411 | $ | 1,521 | ||||||
Net (loss) income | (7,048 | ) | $ | 54,066 | |||||
Net (loss) income per common share: | |||||||||
Basic and diluted | $ | (0.31 | ) | $ | 2.41 | ||||
Weighted average shares outstanding: | |||||||||
Basic and diluted | 22,469,562 | 22,389,609 | |||||||
Inventory
Inventory | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Inventory Disclosure [Abstract] | ' | ||||
Inventory | ' | ||||
NOTE 5 – INVENTORY | |||||
The components of inventory were as follows as of December 31, 2013 (in thousands): | |||||
Raw materials | $ | 13 | |||
Finished goods | 21 | ||||
Inventory | $ | 34 | |||
The Company did not hold inventory as of December 31, 2012. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Property Plant And Equipment [Abstract] | ' | ||||
Property and Equipment | ' | ||||
NOTE 6 – PROPERTY AND EQUIPMENT | |||||
The components of property and equipment at December 31, 2013 were as follows (in thousands): | |||||
Buildings & improvements | $ | 613 | |||
Machinery and equipment | 410 | ||||
Office equipment and furniture | 51 | ||||
$ | 1,074 | ||||
Less accumulated depreciation | (121 | ) | |||
Property and equipment, net | $ | 953 | |||
Depreciation expense for the year ended December 31, 2013 was approximately $121,000. The Company did not have fixed assets or depreciation expense for the years ended December 31, 2012 or 2011. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||
Intangible Assets and Goodwill | ' | ||||
NOTE 7 – INTANGIBLE ASSETS AND GOODWILL | |||||
INTANGIBLE ASSETS | |||||
The Company’s intangible assets as of December 31, 2013 consist of customer relationships acquired in the Merger, which are amortized over their estimated life of six years, using the straight-line method, as follows (in thousands): | |||||
Customer relationships | $ | 1,453 | |||
Accumulated amortization | (120 | ) | |||
Total | $ | 1,333 | |||
Amortization expense was approximately $120,000 for the year ended December 31, 2013. The Company did not have intangible assets or amortization expense for the years ended December 31, 2012 or 2011. | |||||
The estimated future amortization of amortizable intangible assets over the remaining weighted average useful life of 5.5 years is as follows (in thousands): | |||||
Years ended December 31, | |||||
2014 | $ | 242 | |||
2015 | 242 | ||||
2016 | 242 | ||||
2017 | 242 | ||||
2018 | 242 | ||||
Thereafter | 123 | ||||
$ | 1,333 | ||||
GOODWILL | |||||
Goodwill at December 31, 2013 represents the excess of purchase price over the fair value amounts assigned to the identifiable assets acquired and liabilities assumed from the acquisition of Converted Organics. | |||||
During the fourth quarter of 2013, during the Company’s final purchase price allocation, the Company recorded two goodwill adjustments, including a credit of $49,000, related to a reduction of Converted Organics accrued liabilities, partially offset by a debit adjustment related to the identification of a Converted Organics deferred tax liability of approximately $43,000. These adjustments resulted in a retrospective decrease to goodwill of approximately $6,000. |
Investments
Investments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Schedule Of Investments [Abstract] | ' | ||||||||||||||||
Investments | ' | ||||||||||||||||
NOTE 8 – INVESTMENTS | |||||||||||||||||
During the year ending December 31, 2012, the Company purchased 1,837,595 shares of M86 Series C preferred stock and warrants to purchase 459,399 shares of M86 Series C preferred stock for a consideration of $1,601,097. As discussed in Note 1, in March 2012, M86 was acquired by Trustwave and the Company was granted 409,747 shares of Trustwave Class A common stock in exchange for its shares in M86. | |||||||||||||||||
During the year ending December 31, 2012, the Company was granted an additional 224,000 shares of Trustwave Class A common stock in exchange for modifying an original perpetual license agreement dated November 2, 2009. Such shares had a fair value on the date of the agreement of $3,115,840 and have been recorded as settlement proceeds for licensing agreement within other income in the accompanying statement of operations. In July 2012, the Company sold back 20,577 of these shares to Trustwave for $286,227 and accounted for this transaction under the cost recovery method. As of December 31, 2012, the Company owned approximately 1% of the common stock outstanding of Trustwave on a fully diluted basis. | |||||||||||||||||
During the year ended December 31, 2012 the Company was also granted 2,951,876 shares of the common stock of a software technology company with a fair value of $8,353,554 in connection with the settlement of a patent infringement lawsuit (the “Settlement Investment”) (see Note 12.) The Trustwave Shares and the Settlement Investment were accounted for under the cost method since the Finjan did not have the ability to exercise significant influence over these entities. On March 5, 2013, Finjan issued a dividend to its Former Parent consisting of its entire ownership interest in the Trustwave Shares and the Settlement Investment. As of December 31, 2013, the Company no longer held either of these investments. | |||||||||||||||||
On November 21, 2013, the Company made a $5 million commitment to invest in an Israel –based limited partnership venture capital fund seeking to invest in early-stage cyber technology companies. If and when the Company funds the entire amount of the investment, the investment will be less than a 10% limited partnership interest in which the Company will not be able to exercise control over the fund. Accordingly, the Company has accounted for this investment under the cost method of accounting.* | |||||||||||||||||
There were no identified events or changes in circumstances that are believed to have had a significant adverse effect on the fair value of the investments as of December 31, 2013 and 2012. | |||||||||||||||||
The following is a summary of the Company’s investments: | |||||||||||||||||
Venture | |||||||||||||||||
Trustwave | Settlement | Capital | Total | ||||||||||||||
Shares | Investment | Fund | Investments | ||||||||||||||
(in thousands) | |||||||||||||||||
Balance – January 1, 2012 | $ | — | $ | — | $ | — | $ | — | |||||||||
Investment made during 2012 | 1,601 | — | — | 1,601 | |||||||||||||
Fair value of shares granted to the Company | 3,116 | 8,353 | — | 11,469 | |||||||||||||
Sale of shares | (286 | ) | — | — | (286 | ) | |||||||||||
Balance - December 31, 2012 | 4,431 | 8,353 | — | 12,784 | |||||||||||||
Dividend issued to Former Parent | (4,431 | ) | (8,353 | ) | — | (12,784 | ) | ||||||||||
Investment made during 2013 | — | — | 500 | 500 | |||||||||||||
Balance - December 31, 2013 | $ | — | $ | — | $ | 500 | $ | 500 | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
NOTE 9 – 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 lease is renewable for three 5-year terms after the expiration of the initial 10-year term. 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 January 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, beginning after the first year, is subject to an increase, on a cumulative basis, at a rate of 2.5% per annum compounded annually. Rent is recorded on a straight-line basis. Deferred rent as of December 31, 2013 was not material. | |||||
The following table sets forth the Company’s aggregate future minimum payments under its operating lease commitments as of December 31, 2013 (in thousands): | |||||
Years ending December 31, | |||||
2014 | $ | 280 | |||
2015 | 275 | ||||
2016 | 283 | ||||
2017 | 291 | ||||
2018 | 127 | ||||
$ | 1,256 | ||||
Rent expense for the year ended December 31, 2013 was approximately $149,000. The Company did not have any rent expense for the years ended December 31, 2012 or 2011. | |||||
* | As of December 31, 2013, the Company had a $4.5 million outstanding Capital Commitment to the venture capital fund. The Company did not have Capital Commitment as of December 31, 2012. | ||||
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. | |||||
LITIGATION, CLAIMS AND ASSESSMENTS | |||||
Finjan currently has 4 pending litigations with accusations of patent infringement with FireEye, Inc., Blue Coat Systems, Inc., Websense, Inc., and Proofpoint, Inc. et. al., each case assigned to different Judges. | |||||
Finjan filed a patent infringement lawsuit against FireEye, Inc. in the United States District Court for the Northern District of California on July 8, 2013, asserting that FireEye, Inc. is infringing U.S. Patent Nos. 6,804,780, 8,079,086, 7,975,305, 8,225,408, 7,058,822, 7,647,633 and 6,154,844 patents. There can be no assurance that the Company will be successful in settling or litigating these claims. | |||||
Finjan filed a patent infringement lawsuit against Blue Coat System, Inc., in the United States District Court for the Northern District of California on August 28, 2013, asserting that Blue Coat Systems, Inc. is infringing U.S. Patent Nos. 6,154,844, 6,804,780, 6,965,968, 7,058,822, 7,418,731, 7,647,633. Finjan filed a patent infringement lawsuit against Websense, Inc. in the United States District Court for the Northern District of California on September 23, 2013, asserting that Websense, Inc. is infringing U.S. Patent Nos. 7,058,822, 7,647,633, 8,141,154, and 8,225,408. There can be no assurance that the Company will be successful in settling or litigating these claims. | |||||
Finjan filed a patent infringement lawsuit against Proofpoint, Inc. et.al. in the United States District Court for the Northern District of California on December 16, 2013, asserting that Proofpoint, Inc. et.al. is infringing U.S. Patent Nos. 6,154,844, 7,058,822, 7,613,918, 7,647,633, 7,975,305, 8,079,086, 8,141,154, 8,225,408. Finjan is seeking monetary damages for past and future use of accused infringing products, injunctive relief, and or other remedies deemed appropriate through the Court. There can be no assurance that the Company will be successful in settling or litigating these claims. | |||||
Finjan has also appealed a District Court Decision in a prior patent case with defendants Sophos, Inc., Websense, Inc., and Symantec Corp. where there was a finding of no liability for U.S. Patent Nos. 6,092,194 and 6,480,962. The Appeal Brief was filed on December 10, 2013 at the Court of Appeals for the Federal Circuit and the case is pending. There is no assurance that the appeal will be granted. [NOTE: HAVE THESE NAMES BEEN DISCLOSED PREVIOUSLY?] | |||||
The Company is not currently aware of threatened litigations, inbound cases filed against the Company, or counterclaims. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
NOTE 10 – 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. | |
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. | |
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. | |
On May 6, 2013, Finjan repurchased from the Former Parent six shares of its common stock for $205,000. These repurchased shares were immediately retired. | |
As of December 31, 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 (See Note 11). | |
PREFERRED STOCK | |
On October 18, 2010, the Company designated and issued 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 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 as of December 31, 2013. The warrants have an average exercise price of $2.7 million per share. The Class C and D warrants will expire in May 2014 and the Class H warrants will expire in October 2014, if not exercised earlier. These warrants are classified as liabilities in the accompanying consolidated balance sheet as of December 31, 2013, due anti-dilution adjustment provisions that may result in the reduction of their exercise prices and an increase in the number of shares issuable upon exercise. The fair value of these warrants was de minimis both at the date of the Merger and at December 31, 2013. | |
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, with certain exceptions, if we make new issuances of our securities 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) effects any reverse merger or consolidation, (2) effects any sale of all or substantially all of its assets, (3) is subject to, or completes a tender offer or exchange offer, (4) effects 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) engages 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 initial 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 $39.0 million 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 | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
NOTE 11 – STOCK-BASED COMPENSATION | |||||||||||||||||
On June 30, 2010, the Company’s stockholders approved the adoption of the Omnibus Stock Compensation Plan. As of December 31, 2013, 17,894 shares of the common stock are reserved for issuance pursuant to the Company’s Omnibus Stock Compensation Plan. | |||||||||||||||||
On May 7, 2013, Finjan adopted 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. | |||||||||||||||||
On May 7, 2013, the Company granted six consultants options to purchase an aggregate of 1,585,476 of common stock with an exercise price of $1.66. The options have a grant date value of $1,184,934 and vest 25% on or prior to the one year anniversary of the grant date, and the remaining 75% vest in equal installments over the next 7 quarters. The options terminate upon the earlier of (i) the date set forth in the respective option agreement or (ii) after the ten years anniversary of the grant date. | |||||||||||||||||
On June 3, 2013, immediately following the closing of the Merger, the Company’s Board of Directors approved the Finjan Holdings, Inc. 2013 Global Share Option Plan (the “2013 Global Share Option Plan”). The 2013 Global Share Option Plan was approved by the holders of a majority of our common stock by written consent in lieu of a special meeting as of July 5, 2013. The Company reserved shares for issuance under the 2013 Global Share Option Plan equal to ten percent of the common stock outstanding. | |||||||||||||||||
All options granted by Finjan under the Finjan, Inc. 2013 Global Share Option Plan prior to the Merger were assumed by Finjan Holdings upon the closing of the Merger with substantially the same terms and conditions, except that the number of options and exercise price of the options 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 $133,000, during the year end December 31, 2013. | |||||||||||||||||
On October 7, 2013, the Company granted an option to purchase of 40,000 shares of the Company’s common stock at an exercise price of $5.90 per share with a grant date value of $135,854 to an employee of the Company. The option grant has a contractual term of ten years and vests over a four year period, with 25 percent of the stock options vesting on July 15, 2014 and the remaining 75 percent vesting thereafter in equal quarterly installments over the remaining three years. | |||||||||||||||||
As of December 31, 2013, the remaining number of shares available for issuance under the 2013 Global Share Option Plan is 589,001. | |||||||||||||||||
Total Stock-based compensation stock options and restricted stock awards, expense of $1.2 million was recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations for the year ended December 31, 2013. This stock-based compensation expense was for options and restricted stock awards granted to certain employees, consultants, and members of the Board of Directors after the merger. No stock based compensation expense was recorded for the years ended December 31, 2012 or 2011. | |||||||||||||||||
STOCK OPTIONS | |||||||||||||||||
The following is a summary of stock option activity during the year ended December 31, 2013. There were no options outstanding during 2012. | |||||||||||||||||
Average | Aggregate | ||||||||||||||||
Number of | Weighted | Remaining | Instrinsic | ||||||||||||||
Options | Average | Contractual | Value | ||||||||||||||
Outstanding | Exercise Price | Life (in years) | (thousands) | ||||||||||||||
Outstanding – December 31, 2012 | — | — | |||||||||||||||
Options granted | 1,625,476 | $ | 1.76 | ||||||||||||||
Options exercised | — | — | |||||||||||||||
Options forfeited | — | — | |||||||||||||||
Options expired | — | — | |||||||||||||||
Outstanding – December 31, 2013 | 1,625,476 | $ | 1.76 | 9.36 | $ | 7,590 | |||||||||||
Exercisable – December 31, 2013 | 591,812 | $ | 1.66 | 9.35 | $ | 2,825 | |||||||||||
The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. For the year ended December 31, 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 Black-Scholes option pricing model assumptions: | |||||||||||||||||
Volatility | 50.7 | % | 50.6 | % | |||||||||||||
Expected term (in years) | 6 | 10 | |||||||||||||||
Risk-free rate | 1 | % | 2.9 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Weighted average grant date fair value per share | $ | 0.78 | $ | 0.84 | |||||||||||||
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, or was not publicly traded for an extended duration at the time of the grant, an average of the historic volatilities 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. Due to the lack of historical information, the Company determines the expected term of its stock option awards by using the simplified method, which assumes each vesting tranche of the award has a term equal to average of the contractual term and the vesting period*. | |||||||||||||||||
As of December 31, 2013, total compensation cost not yet recognized related to unvested stock options was approximately $1.8 million, which is expected to be recognized over a weighted-average period of 2.3 years. | |||||||||||||||||
RESTRICTED STOCK AWARDS | |||||||||||||||||
On June 3, 2013, the Company granted an aggregate of 22,368 shares of restricted stock in connection with the termination of certain severance agreements, in connection with the Merger. The shares had a grant date value of $32,630. Of the total shares granted, 2,206 shares vested immediately on the grant date; the remaining 20,162 shares vested six months from the date of grant. | |||||||||||||||||
The following is a summary of non-vested restricted stock award activity for the year ended December 31, 2013: | |||||||||||||||||
Weighted Average | |||||||||||||||||
Number of | Grant Date | ||||||||||||||||
Shares | Fair Value | ||||||||||||||||
Non-vested – December 31, 2012 | — | $ | — | ||||||||||||||
Shares granted | 22,368 | 1.46 | |||||||||||||||
Shares vested | (22,368 | ) | 1.46 | ||||||||||||||
Shares forfeited | — | — | |||||||||||||||
Non-vested – December 31, 2013 | — | $ | — | ||||||||||||||
The Company estimates the fair value of RSAs on the date of grant as the fair value of the granted shares using the Black-Scholes method and assumptions describe above. For the year ended December 31, 2013, the Company recognized $32,630 stock based compensation expense related to restricted stock awards. | |||||||||||||||||
* | Forfeitures are estimated at the timely valuation and reduce expense ratably over the vesting period. The estimate will be adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The Company estimate forfeitures related to option grants at an annual rate of 0% per year for options granted during the year ended December 31, 2013. |
Other_Income
Other Income | 12 Months Ended |
Dec. 31, 2013 | |
Other Income And Expenses [Abstract] | ' |
Other Income | ' |
NOTE 12 – OTHER INCOME | |
GAIN ON SETTLEMENTS | |
In June 2006, the Former Parent filed a patent infringement lawsuit against Secure Computing Corporation and its subsidiaries (the “defendants”) in U.S. District Court of Delaware. The Company asserted that defendants had willfully infringed on three of the Company’s U.S. patents and sought an injunction and damages for such infringement. In this action, the defendants filed counterclaims for patent infringement, asserting that the Company was infringing on two of its U.S. patents. At trial, the jury determined that the defendants willfully infringed the Company’s three patents and found that the Company did not infringe on the defendants’ patents. The jury awarded the Company approximately $9.0 million for damages in August 2009 and the award was subsequently increased to approximately $37.3 million, including interest, in July 2011. The Company recognized other income of $34.2 million and interest income of $3.1 million when the proceeds were received by the Company in September 2011. net of legal costs of approximately $9.3 million as compensation for the patents infringement. | |
In July 2010, the Company filed a patent infringement lawsuit against five additional software technology companies (the “2010 Litigation”) The Company asserted that defendants had willfully infringed on the Company’s U.S. patents and sought an injunction and damages for such infringement. In April 2012, a Memorandum of Understanding was signed between the Company and one of the parties in the 2010 Litigation granting such party a worldwide, perpetual, non-exclusive, non-sublicenseable license to the patents-in-suit and all other patents owned by, or exclusively licensed to, FI Delaware or its direct or indirect wholly-owned subsidiaries. The license is fully paid up unless the holder of the license has aggregate annual net sales to third party distributors or re-sellers in excess of $10.0 million (which has not been achieved to date). In exchange for such license, the third party issued 2,951,786 shares of its common stock (representing 3.765% of such party’s outstanding shares of common stock) (the “Settlement Investment”) with a fair value of $8.3 million on the date of the agreement and agreed to pay Finjan $3.0 million in cash, which is payable over an 18 month period in the form of three payments in the amount of $1.0 million each. The Company has received all the three installment payments, and recognized such amount as gain on settlements (the last installment payment of $1.0 million was received in January 2014). The Settlement Investment has been reflected as an Investment on the accompanying consolidated balance sheet as of December 31, 2012 (see Note 8.) On March 5, 2013, the Company issued a dividend to the Former Parent, which included its entire ownership of the Settlement Investment. | |
In November 2012, Finjan signed a Confidential Settlement, Release and License Agreement with one of the other parties to the 2010 Litigation, a large, multinational software and technology company. Pursuant to the agreement, the counter-party paid a one-time fully paid up license fee to Finjan in the amount of $85 million, which was recognized as gain on settlements, net of legal costs of $8.5 million. Such fee was paid in exchange for a release and perpetual, non-exclusive worldwide license to all of the Company’s and its affiliates’ patents, including patent rights owned or controlled by the Company or its affiliates as of the date of such agreement and patents with a first effective priority date occurring at any time prior to November 2022 that the Company or its affiliates may own or control after the date of such agreement. Following the signing of the agreement, Finjan dismissed all claims against the counter-party (including its affiliates). | |
SALE OF PATENTS | |
During 2011, the Company sold certain of its fully amortized patents for $1,600,000 and incurred $320,000 of fees associated with the transactions. The sale was recorded as other income, net of legal fees. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
NOTE 13 – 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 $290,000, $245,000 and $138,000 in legal fees to the firm during the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013 and 2012 the Company had balances due to this firm amounting to approximately $15,000 and $17,000, respectively. | |
Prior to the separation from the Former Parent, Finjan periodically received non-interest bearing advances from the Former Parent to support its operations. During the year ended December 31, 2012 the Company had net transfers to the Former Parent amounting to approximately $2,470,000. As of December 31, 2012, the Company had a net amounts due to the Former Parent aggregating approximately $33,943,000. In February 2013, the Company repaid the outstanding balance due to the Former Parent in full and there are no amounts due to the Former Parent as of December 31, 2013. |
Segment_Reporting
Segment Reporting | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segment Reporting | ' | ||||||||||||
NOTE 14 – SEGMENT REPORTING | |||||||||||||
Operating segments are the components for which separate and discrete financial information is available and used by management in making decisions on allocation resources and assessing performance. 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. The following table summarizes financial information about the Company’s business segments for the years ended December 31, 2013, 2012 and 2011: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
(restated) | (restated) | ||||||||||||
Revenue: | |||||||||||||
Web and network security technology | $ | — | $ | — | $ | — | |||||||
Organic fertilizer | 744 | — | — | ||||||||||
Total revenue | $ | 744 | $ | — | $ | — | |||||||
Net (loss) income: | |||||||||||||
Web and network security technology | $ | (5,590 | ) | $ | 50,985 | $ | 24,098 | ||||||
Organic fertilizer | (482 | ) | — | — | |||||||||
Total net (loss) income | $ | (6,072 | ) | $ | 50,985 | $ | 24,098 | ||||||
Interest income: | |||||||||||||
Web and network security technology | $ | 153 | $ | 164 | $ | 3,124 | |||||||
Organic fertilizer | — | — | — | ||||||||||
Total interest income | $ | 153 | $ | 164 | $ | 3,124 | |||||||
Total assets: | |||||||||||||
Web and network security technology | $ | 27,011 | $ | 104,332 | $ | 27,810 | |||||||
Organic fertilizer | 936 | — | — | ||||||||||
Total assets | $ | 27,947 | $ | 104,332 | $ | 27,810 | |||||||
Depreciation and amortization: | |||||||||||||
Web and network security technology | $ | 123 | $ | — | $ | — | |||||||
Organic fertilizer | 118 | — | — | ||||||||||
Total depreciation and amortization | $ | 241 | $ | — | $ | — | |||||||
Capital expenditures: | |||||||||||||
Web and network security technology | $ | 65 | $ | — | $ | — | |||||||
Organic fertilizer | 81 | — | — | ||||||||||
Total capital expenditures | $ | 146 | $ | — | $ | — | |||||||
Goodwill: | |||||||||||||
Web and network security technology | $ | — | $ | — | $ | — | |||||||
Organic fertilizer | 306 | — | — | ||||||||||
Total goodwill | $ | 306 | $ | — | $ | — | |||||||
During the year ended December 31, 2013, the three largest customers of the Company’s organic fertilizer segment accounted for approximately 14%, 19% and 35% of the Company’s revenues respectively. As of December 31, 2013, two customers of the organic fertilizer segment accounted for 16% and 37% of the Company’s accounts receivable balance, respectively. |
Income_Tax
Income Tax | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Tax | ' | ||||||||||||
NOTE 15 – INCOME TAX | |||||||||||||
The provisions for income tax for the years ended December 31, 2013, 2012 and 2011 consist of the following: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Federal: | |||||||||||||
Current | $ | (263 | ) | $ | 26,889 | $ | 3,396 | ||||||
Deferred | (1,389 | ) | 422 | 6,226 | |||||||||
State: | |||||||||||||
Current | 4 | — | — | ||||||||||
Deferred | (845 | ) | — | — | |||||||||
(2,230 | ) | 27,311 | 9,622 | ||||||||||
Change in valuation allowance | 2,230 | (422 | ) | (6,226 | ) | ||||||||
Income tax provision | $ | (263 | ) | $ | 26,889 | $ | 3,396 | ||||||
The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense (benefit) as follows: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. Federal statutory rate | 34 | % | 35 | % | 35 | % | |||||||
Permanent differences: | |||||||||||||
Benefit of NOL carryback | (5.0 | )% | 0 | % | 0 | % | |||||||
Other | 2.8 | % | 0 | % | 0 | % | |||||||
Change in valuation allowance | (27.7 | )% | (0.5 | )% | (22.6 | )% | |||||||
Income tax provision | 4.2 | % | 34.5 | % | 12.4 | % | |||||||
Under ASC 805, “Business Combinations”, an acquirer should recognize and measure deferred taxes arising from assets acquired and liabilities assumed in a business combination in accordance with ASC 740. The financial statement loss includes losses that will not result in future deferred tax assets and therefore these losses are excluded. | |||||||||||||
The approximate tax effects of temporary differences, which give rise to the deferred tax assets and liabilities, are as follows: | |||||||||||||
As of December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating losses | $ | 2,037 | $ | — | |||||||||
Stock-based compensation | 307 | — | |||||||||||
Intangible assets | 4,874 | 4,988 | |||||||||||
Total deferred tax assets | 7,218 | 4,988 | |||||||||||
Valuation allowance | (7,218 | ) | (4,988 | ) | |||||||||
Deferred tax asset, net of valuation allowance | — | — | |||||||||||
Deferred tax liabilities | |||||||||||||
Acquired intangible assets | (39 | ) | — | ||||||||||
Net deferred tax liability | $ | (39 | ) | $ | — | ||||||||
During the year ended December 31, 2011, Finjan, Inc. utilized the benefit of certain prior net operating loss carryforwards (“NOLs”). As of December 31, 2013 and 2012, the Company had NOL carryforwards of approximately $5.3 million and zero, respectively. | |||||||||||||
Utilization of the Company’s net operating loss may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss before utilization. During the years ended December 31, 2012 and 2011, the Company recorded a tax benefit of $1,563,807 and $2,704,437, respectively, related to the utilization of NOLs contributed by the Former Parent. Such benefits were recorded as a contribution to capital during the respective periods. For the year ended December 31, 2013 the Company recorded a tax benefit of $263,377 related to utilization of NOLs contributed by Finjan to the Former Parent. Such benefit was recorded as a dividend distribution to the former parent during the year. | |||||||||||||
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary difference become deductible. | |||||||||||||
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. Based on this assessment, management has established a full valuation allowance against all of the deferred tax assets in excess of the deferred tax liabilities for each period, since it is more likely than not that the deferred tax assets will not be realized. The change in valuation allowance for the years ended December 31, 2013, 2012 and 2011 is $2.2 million, $(0.4) million and $(6.2) million, respectively. |
Quarterly_Data
Quarterly Data | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Quarterly Data | ' | ||||||||||||||||||||||||||||||||
NOTE 16 – QUARTERLY DATA (UNAUDITED) | |||||||||||||||||||||||||||||||||
RESTATED QUARTERLY INFORMATION (UNAUDITED) | |||||||||||||||||||||||||||||||||
As a result of the restatement of previously issued financial statements as described in Note 3, the quarterly information included in the condensed consolidated statements of operations for the quarterly periods ended June 30, 2013 and 2012 and September 30, 2013 and 2012 included in the Company’s Quarterly Reports on Form 10-Q is restated as follows: | |||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Amounts | As restated | Amounts | As restated | Amounts | As restated | Amounts | As restated | ||||||||||||||||||||||||||
previously | previously | previously | previously | ||||||||||||||||||||||||||||||
reported | reported | reported | reported | ||||||||||||||||||||||||||||||
Revenues | $ | 1,198 | $ | 198 | $ | 3,116 | $ | — | $ | 394 | $ | 394 | $ | 9,354 | $ | — | |||||||||||||||||
Cost of revenues | 187 | 148 | 2,929 | — | 576 | 324 | 3,165 | — | |||||||||||||||||||||||||
Gross profit | 1,011 | 50 | 187 | — | (182 | ) | 70 | 6,189 | — | ||||||||||||||||||||||||
Operating Expenses | |||||||||||||||||||||||||||||||||
Selling, general and administrative | 1,719 | 1,493 | 101 | 3,030 | 1,197 | 1,449 | 197 | 3,361 | |||||||||||||||||||||||||
Transaction costs | 525 | 790 | — | — | — | — | — | — | |||||||||||||||||||||||||
Total operating expense | 2,244 | 2,283 | 101 | 3,030 | 1,197 | 1,449 | 197 | 3,361 | |||||||||||||||||||||||||
(Loss) income from operations | (1,233 | ) | (2,233 | ) | 86 | (3,030 | ) | (1,379 | ) | (1,379 | ) | 5,992 | (3,361 | ) | |||||||||||||||||||
Other Income, net | |||||||||||||||||||||||||||||||||
Gain on settlements, net of legal costs | — | 1,000 | — | — | — | — | — | 9,353 | |||||||||||||||||||||||||
Interest income | 31 | 31 | 56 | 56 | 7 | 7 | 16 | 16 | |||||||||||||||||||||||||
Other income | 17 | 17 | — | 3,116 | (4 | ) | (4 | ) | — | — | |||||||||||||||||||||||
Total other income, net | 48 | 1,048 | 56 | 3,172 | 3 | 3 | 16 | 9,369 | |||||||||||||||||||||||||
(Loss) income before provision for income taxes | (1,185 | ) | (1,185 | ) | 142 | 142 | (1,376 | ) | (1,376 | ) | 6,008 | 6,008 | |||||||||||||||||||||
Provision for income taxes | 7 | 7 | — | — | 89 | 89 | |||||||||||||||||||||||||||
Net (Loss) Income | $ | (1,192 | ) | $ | (1,192 | ) | $ | 142 | $ | 142 | $ | (1,376 | ) | $ | (1,376 | ) | $ | 5,919 | $ | 5,919 | |||||||||||||
Show EPS & wtd. avg. | $ | (0.06 | ) | $ | (0.06 | ) | 0 | 0 | $ | (0.06 | ) | $ | (0.06 | ) | $ | 0.29 | $ | 0.29 | |||||||||||||||
21,093,384 | 21,093,384 | 20,590,596 | 20,590,596 | 22,348,201 | 22,348,201 | 20,590,596 | 20,590,596 | ||||||||||||||||||||||||||
Six Months Ended June 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Amounts | As restated | Amounts | As restated | Amounts | As restated | Amounts | As restated | ||||||||||||||||||||||||||
previously | previously | previously | previously | ||||||||||||||||||||||||||||||
reported | reported | reported | reported | ||||||||||||||||||||||||||||||
Revenues | $ | 1,198 | $ | 198 | $ | 3,116 | $ | — | $ | 1,593 | $ | 592 | $ | 12,469 | $ | — | |||||||||||||||||
Cost of revenues | 553 | 148 | 2,929 | — | 1,129 | 472 | 6,094 | — | |||||||||||||||||||||||||
Gross profit | 645 | 50 | 187 | — | 464 | 120 | 6,375 | — | |||||||||||||||||||||||||
Operating Expenses | |||||||||||||||||||||||||||||||||
Selling, general and administrative | 1,934 | 2,339 | 271 | 3,200 | 3,132 | 3,788 | 467 | 6,561 | |||||||||||||||||||||||||
Transaction costs | 790 | 790 | — | — | 790 | 790 | — | — | |||||||||||||||||||||||||
Total operating expense | 2,724 | 3,129 | 271 | 3,200 | 3,922 | 4,578 | 467 | 6,561 | |||||||||||||||||||||||||
(Loss) income from operations | (2,079 | ) | (3,079 | ) | (84 | ) | (3,200 | ) | (3,458 | ) | (4,458 | ) | 5,908 | (6,561 | ) | ||||||||||||||||||
Other Income, net | |||||||||||||||||||||||||||||||||
Gain on settlements, net of legal costs | — | 1,000 | — | — | 1,000 | — | 9,353 | ||||||||||||||||||||||||||
Interest income | 111 | 111 | 117 | 117 | 118 | 118 | 133 | 133 | |||||||||||||||||||||||||
Other income | 17 | 17 | — | 3,116 | 13 | 13 | — | 3,116 | |||||||||||||||||||||||||
Total other income, net | 128 | 1,128 | 117 | 3,233 | 131 | 1,131 | 133 | 12,602 | |||||||||||||||||||||||||
(Loss) income before provision for income taxes | (1,951 | ) | (1,951 | ) | 33 | 33 | (3,327 | ) | (3,327 | ) | 6,041 | 6,041 | |||||||||||||||||||||
Provision for income taxes | 7 | 7 | — | — | 7 | 7 | 89 | 89 | |||||||||||||||||||||||||
Net (Loss) Income | $ | (1,958 | ) | $ | (1,958 | ) | $ | 33 | $ | 33 | $ | (3,334 | ) | $ | (3,334 | ) | $ | 5,952 | $ | 5,952 | |||||||||||||
Show EPS & wtd. avg. | $ | (0.09 | ) | $ | (0.09 | ) | 0 | 0 | $ | (0.16 | ) | $ | (0.16 | ) | 0.29 | 0.29 | |||||||||||||||||
20,843,379 | 20,843,379 | 20,590,596 | 20,590,596 | 21,350,498 | 21,350,498 | 20,590,596 | 20,590,596 | ||||||||||||||||||||||||||
SUMMARY OF QUARTERLY FINANCIAL DATA (UNAUDITED) | |||||||||||||||||||||||||||||||||
The following table summarizes quarterly information for the years ended December 31, 2013 and 2012 (in thousands except for per share data): | |||||||||||||||||||||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||||||||||||||||||
2013 | 2013 (1) | 2013 | 2013 | ||||||||||||||||||||||||||||||
(Restated) | (Restated) | ||||||||||||||||||||||||||||||||
Revenues | $ | — | $ | 198 | $ | 394 | $ | 152 | |||||||||||||||||||||||||
Gross profit | — | 50 | 70 | (138 | ) | ||||||||||||||||||||||||||||
Loss from operations | (846 | ) | (2,233 | ) | (1,379 | ) | (3,040 | ) | |||||||||||||||||||||||||
Other Income | 80 | 1,048 | 3 | 31 | |||||||||||||||||||||||||||||
Net Loss | (766 | ) | (1,192 | ) | (1,376 | ) | (2,738 | ) | |||||||||||||||||||||||||
Net Loss Per Share - Basic and Diluted | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.06 | ) | $ | (0.12 | ) | |||||||||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||||||||||||||||||
2012 | 2012(2) | 2012(3) | 2012(4) | ||||||||||||||||||||||||||||||
(Restated) | (Restated) | ||||||||||||||||||||||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||
Gross profit | — | — | — | — | |||||||||||||||||||||||||||||
Loss from operations | (170 | ) | (3,030 | ) | (3,361 | ) | 3,802 | ||||||||||||||||||||||||||
Other Income(4) | 61 | 3,172 | 9,369 | 68,031 | |||||||||||||||||||||||||||||
Net (Loss) Income | (109 | ) | 142 | 5,919 | 45,033 | ||||||||||||||||||||||||||||
Net (Loss) Income Per Share - Basic and Diluted | $ | (0.01 | ) | $ | 0 | $ | 0.29 | $ | 2.19 | ||||||||||||||||||||||||
(1) | Loss from operations for this period includes $790,000 of transaction costs related to the Reverse Merger. Other income for this period includes the second installment payment of $1.0 million associated with a licensing agreement. | ||||||||||||||||||||||||||||||||
(2) | Other income during this period includes approximately $3.1 million related to the receipt of shares in an unaffiliated entity’s common stock in exchange for modifying an original perpetual license agreement | ||||||||||||||||||||||||||||||||
(3) | Other income for this period includes $9 million settlement received related to patent enforcement litigation | ||||||||||||||||||||||||||||||||
(4) | Other income for this period includes $76.5 million license fee paid to the Company, net of legal costs, in connection with the settlement of litigation. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Basis of Presentation | ' | ||||||||||||
BASIS OF PRESENTATION | |||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 consolidated financial statements of the Company since the date of Merger. | |||||||||||||
Business Acquisition | ' | ||||||||||||
BUSINESS 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. The excess of the purchase price over the assigned values of the net assets acquired, if any, is recorded as goodwill. Transaction costs are expensed as incurred. | |||||||||||||
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 long-lived 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. | |||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||
CASH AND CASH EQUIVALENTS | |||||||||||||
For purposes of the statement of cash flows, the Company considers all highly liquid instruments with original maturities of three months or less when purchased to be cash equivalents. Included in cash and cash equivalents are demand deposits and money market accounts. | |||||||||||||
Concentrations of Credit Risk | ' | ||||||||||||
CONCENTRATIONS OF CREDIT RISK | |||||||||||||
The Company maintains its cash and cash equivalents in financial institutions located in the United States. At times, the Company’s cash and cash equivalent balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced any losses in such accounts. As of December 31, 2013 and 2012, substantially all of the company’s cash and cash equivalents are uninsured. | |||||||||||||
As of December 31, 2013, two customers of the organic fertilizer segment accounted for 37% and 16% of the Company’s accounts receivable balance. | |||||||||||||
During 2013, approximately 14%, 19% and 35% of the revenues generated by the company were from three customers. | |||||||||||||
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 year ended December 31, 2013 was not material. The allowance for doubtful accounts as of December 31, 2013 was not material. The Company did not have any accounts receivable prior to the Merger. | |||||||||||||
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. There were no material write-downs as of December 31, 2013 | |||||||||||||
Property and Equipment | ' | ||||||||||||
PROPERTY AND EQUIPMENT | |||||||||||||
Property and equipment are stated at cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years. Leasehold improvements are amortized on the straight-line method over the shorter of the remaining lease term or the estimated useful economic lives of the related assets using the straight line method. 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. | |||||||||||||
Patents | ' | ||||||||||||
PATENTS | |||||||||||||
The Company owns or possesses licenses to use its patents. The Company’s patent costs were fully amortized prior to January 1, 2012. The costs of maintaining patents are expensed as incurred. Patents as of December 31, 2013 and 2012 are as follows: | |||||||||||||
As of December 31, | |||||||||||||
(In thousands) | |||||||||||||
2013 | 2012 | ||||||||||||
Patents | $ | 18,052 | $ | 18,052 | |||||||||
Less: accumulated amortization | (18,052 | ) | (18,052 | ) | |||||||||
Total | $ | — | $ | — | |||||||||
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 consist of customer relationships acquired as part of the Merger. The fair value of intangible assets acquired was 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. As of December 31, 2013, the company has not identified any such impairments. | |||||||||||||
Investments | ' | ||||||||||||
INVESTMENTS | |||||||||||||
Investments in common and preferred stock in which the Company has significant influence, but less than a controlling voting interest, are accounted for using the equity method and are classified as non-current assets. Significant influence is presumed to exist when the Company holds more than 20% of the investee’s voting instruments. Other investments that are not controlled, and over which the Company does not have the ability to exercise significant influence are accounted for under the cost method. All of the Company’s investments as of December 31, 2013 and 2012 are accounted for under the cost method. | |||||||||||||
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. As of December 31, 2013, the Company has not identified any such impairments. | |||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||||||||
The reported amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate their fair value due to their short maturities. | |||||||||||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. These fair value measurements apply to all financial instruments that are measured and reported on a fair value basis. | |||||||||||||
Where available, fair value is based on observable market prices or is derived from such prices. The Company uses the market approach valuation technique to value its investments. The market approach uses prices and other pertinent information generated from market transactions involving identical or comparable assets or liabilities. The types of factors that the Company may take into account in fair value pricing the investments include available current market data, including relevant and applicable market quotes. | |||||||||||||
Based on the observability of the inputs used in the valuation techniques, financial instruments are categorized according to the fair value hierarchy, which ranks the quality and reliability of the information used to determine fair values. | |||||||||||||
Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: | |||||||||||||
Level 1 - Observable inputs such as quoted prices in active markets. | |||||||||||||
Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. | |||||||||||||
Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the assignment of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. | |||||||||||||
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. The fair value of licenses achieved by ordinary business negotiations is recognized as revenue. | |||||||||||||
The amount of consideration received upon any settlement or judgment is allocated to each element of the settlement based on the fair value of each element. Elements related to licensing agreements, royalty revenues, net of contingent legal fees, are recognized as revenue in the consolidated statement of operations. Elements that are not related to license agreements and royalty revenue in nature will be reflected as a separate line item within the other income section of the consolidated statements of operations. Elements provided in either settlement agreements or judgments include: the value of a license, legal release, and interest. When settlements or judgments are achieved at discounts to the fair value of a license, the Company allocates the full settlement or judgment, excluding specifically named elements as mentioned above, to the value of the license agreement or royalty revenue under the residual method. Legal release as part of a settlement agreement is recognized as a separate line item in the consolidated statements of operations when value can be allocated to the legal release. When the Company reaches a settlement with a defendant, no value is allocated to the legal release since the existence of a settlement removes legal standing to bring a claim of infringement and without a legal claim, the legal release has no economic value. The element that is applicable to interest income will be recorded as a separate line item in other income. The Company does not assume future performance obligations in its license arrangements. | |||||||||||||
REVENUE RECOGNITION, CONTINUED | |||||||||||||
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. | |||||||||||||
Stock-Based Compensation | ' | ||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||
The Company measures compensation cost for all employee stock-based awards at their fair values on the date of grant. Stock-based awards issued to non-employees are measured at their fair values on the date of grant, and are re-measured at each reporting period through their vesting dates. When a non-employee becomes an employee and continues to vest in the award, the fair value of the individual’s award is re-measured on the date that he becomes an employee, and then is not subsequently re-measured at future reporting dates. The fair value of stock based awards is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method for stock options and restricted stock. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock-based awards. | |||||||||||||
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 shares outstanding. Diluted net income (loss) per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding. Basic and diluted net income (loss) per common share were computed as follows: | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(In thousands, except share and per share data) | |||||||||||||
Numerator: | |||||||||||||
Net (loss) income | $ | (6,072 | ) | $ | 50,985 | $ | 24,098 | ||||||
Denominator: | |||||||||||||
Weighted-average common shares: | |||||||||||||
Basic and diluted | 21,601,974 | 20,590,596 | 20,590,596 | ||||||||||
Net (loss) income per common share: | |||||||||||||
Basic and diluted | $ | (0.28 | ) | $ | 2.48 | $ | 1.17 | ||||||
NET INCOME (LOSS) PER COMMON SHARE, CONTINUED | |||||||||||||
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: | |||||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Options | 1,625,476 | ||||||||||||
Warrants* | — | ||||||||||||
Total | 1,625,476 | ||||||||||||
* | Warrants are currently exercisable for less than one share of common stock, and are 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. | ||||||||||||
The company did not have potentially dilutive common shares from employees equity plans and warrants as of December 31, 2012 and 2011 | |||||||||||||
Income Taxes | ' | ||||||||||||
INCOME TAXES | |||||||||||||
The Former Parent files its consolidated income tax returns in the U.S. federal jurisdiction and has filed consolidated income tax returns in the state of California through 2010. The Former Parent’s federal income tax returns for tax years after 2008 remain subject to examination by the federal tax authorities. The Former Parent did not file separate income returns for its wholly-owned subsidiary. The former Parent’s State income tax revenues for tax years after 2008 remain subject to examination by the state tax authorities. | |||||||||||||
The Company utilizes the separate return method in accounting for income taxes. The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed annually for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or benefit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. | |||||||||||||
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 December 31, 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 years ended December 31, 2013, 2012 and 2011. | |||||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |||||||||||||
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. ASU 2013-11 is not applicable to the Company since the Company did not have uncertain tax positions for the years ended December 31, 2013, 2012 and 2011. | |||||||||||||
Other recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. | |||||||||||||
Subsequent Events | ' | ||||||||||||
SUBSEQUENT EVENTS | |||||||||||||
Management has evaluated subsequent events or transactions occurring through the date the financial statements were issued. Management concluded that no additional subsequent events required disclosure in these financial statements other than those disclosed in these notes to these financial statements. |
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Schedule of Intangible Assets | ' | ||||||||
The Company’s intangible assets as of December 31, 2013 consist of customer relationships acquired in the Merger, which are amortized over their estimated life of six years, using the straight-line method, as follows (in thousands): | |||||||||
Customer relationships | $ | 1,453 | |||||||
Accumulated amortization | (120 | ) | |||||||
Total | $ | 1,333 | |||||||
Schedule of Future Amortization of Amortizable Intangible Assets | ' | ||||||||
The estimated future amortization of amortizable intangible assets over the remaining weighted average useful life of 5.5 years is as follows (in thousands): | |||||||||
Years ended December 31, | |||||||||
2014 | $ | 242 | |||||||
2015 | 242 | ||||||||
2016 | 242 | ||||||||
2017 | 242 | ||||||||
2018 | 242 | ||||||||
Thereafter | 123 | ||||||||
$ | 1,333 | ||||||||
Patents [Member] | ' | ||||||||
Schedule of Intangible Assets | ' | ||||||||
Patents as of December 31, 2013 and 2012 are as follows: | |||||||||
As of December 31, | |||||||||
(In thousands) | |||||||||
2013 | 2012 | ||||||||
Patents | $ | 18,052 | $ | 18,052 | |||||
Less: accumulated amortization | (18,052 | ) | (18,052 | ) | |||||
Total | $ | — | $ | — | |||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 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: | |||||||||||||
For the Years Ended | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(In thousands, except share and per share data) | |||||||||||||
Numerator: | |||||||||||||
Net (loss) income | $ | (6,072 | ) | $ | 50,985 | $ | 24,098 | ||||||
Denominator: | |||||||||||||
Weighted-average common shares: | |||||||||||||
Basic and diluted | 21,601,974 | 20,590,596 | 20,590,596 | ||||||||||
Net (loss) income per common share: | |||||||||||||
Basic and diluted | $ | (0.28 | ) | $ | 2.48 | $ | 1.17 | ||||||
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: | |||||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Options | 1,625,476 | ||||||||||||
Warrants* | — | ||||||||||||
Total | 1,625,476 | ||||||||||||
* | Warrants are currently exercisable for less than one share of common stock, and are 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. |
Restatement_of_Previously_Issu1
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||
Summary of Effects of Restatement | ' | ||||||||||||||||||||||||
The following is a summary of the effects of the restatement for December 31, 2012 and 2011 (dollars in thousands): | |||||||||||||||||||||||||
For the Years Ended December 31, | |||||||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||||||
Previously | Previously | ||||||||||||||||||||||||
reported on | reported on | ||||||||||||||||||||||||
Form S-1/A | Adjustment | As restated | Form S-1/A | Adjustment | As restated | ||||||||||||||||||||
Revenues | $ | 88,969 | $ | (88,969 | ) | $ | — | $ | 24,908 | $ | (24,908 | ) | $ | — | |||||||||||
Cost of revenues | 9,151 | (9,151 | ) | — | 1,465 | (1,465 | ) | — | |||||||||||||||||
Gross Profit | 79,818 | (79,818 | ) | — | 23,443 | (23,443 | ) | — | |||||||||||||||||
Operating Expenses | |||||||||||||||||||||||||
Selling, general and administrative | 2,108 | 651 | 2,759 | 353 | 1.465 | 1,818 | |||||||||||||||||||
Transaction costs | — | — | — | — | — | — | |||||||||||||||||||
Total operating expenses | 2,108 | 651 | 2,759 | 353 | 1,465 | 1,818 | |||||||||||||||||||
Operating Income (Loss) | 77,710 | (80,469 | ) | (2,759 | ) | 23,090 | (24,908 | ) | (1,818 | ) | |||||||||||||||
Other Income | |||||||||||||||||||||||||
Gain on settlements | — | 77,353 | 77,353 | — | 24,908 | 24,908 | |||||||||||||||||||
Gain on sale of patents, net of legal costs | — | — | — | 1,280 | — | 1,280 | |||||||||||||||||||
Settlement proceeds for modification of licensing agreement | — | 3,116 | 3,116 | — | — | — | |||||||||||||||||||
Interest income | 164 | — | 164 | 3,124 | — | 3,124 | |||||||||||||||||||
Total Other Income | 164 | 80,469 | 80,633 | 4,404 | 24,908 | 29,312 | |||||||||||||||||||
Income before provision for income taxes | 77,874 | — | 77,874 | 27,494 | — | 27,494 | |||||||||||||||||||
Provision for income taxes | 26,889 | — | 26,889 | 3,396 | — | 3,396 | |||||||||||||||||||
Net Income | $ | 50,985 | $ | — | $ | 50,985 | $ | 24,098 | $ | — | $ | 24,098 | |||||||||||||
Net Income per share, basic and diluted | $ | 2.48 | $ | 2.48 | $ | 1.17 | $ | 1.17 | |||||||||||||||||
Merger_with_Converted_Organics1
Merger with Converted Organics, Inc. (Tables) | 12 Months Ended | ||||||||
Dec. 31, 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 | 306 | ||||||||
Accounts payable and accrued liabilities | (878 | ) | |||||||
Deferred tax liability | (43 | ) | |||||||
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. | |||||||||
For the Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
(In thousands, except per share data) | |||||||||
Revenue | 1,411 | $ | 1,521 | ||||||
Net (loss) income | (7,048 | ) | $ | 54,066 | |||||
Net (loss) income per common share: | |||||||||
Basic and diluted | $ | (0.31 | ) | $ | 2.41 | ||||
Weighted average shares outstanding: | |||||||||
Basic and diluted | 22,469,562 | 22,389,609 | |||||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Inventory Disclosure [Abstract] | ' | ||||
Components of Inventory | ' | ||||
The components of inventory were as follows as of December 31, 2013 (in thousands): | |||||
Raw materials | $ | 13 | |||
Finished goods | 21 | ||||
Inventory | $ | 34 | |||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Property Plant And Equipment [Abstract] | ' | ||||
Components of Property and Equipment | ' | ||||
The components of property and equipment at December 31, 2013 were as follows (in thousands): | |||||
Buildings & improvements | $ | 613 | |||
Machinery and equipment | 410 | ||||
Office equipment and furniture | 51 | ||||
$ | 1,074 | ||||
Less accumulated depreciation | (121 | ) | |||
Property and equipment, net | $ | 953 | |||
Investments_Tables
Investments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Schedule Of Investments [Abstract] | ' | ||||||||||||||||
Summary of Company's Investments | ' | ||||||||||||||||
The following is a summary of the Company’s investments: | |||||||||||||||||
Venture | |||||||||||||||||
Trustwave | Settlement | Capital | Total | ||||||||||||||
Shares | Investment | Fund | Investments | ||||||||||||||
(in thousands) | |||||||||||||||||
Balance – January 1, 2012 | $ | — | $ | — | $ | — | $ | — | |||||||||
Investment made during 2012 | 1,601 | — | — | 1,601 | |||||||||||||
Fair value of shares granted to the Company | 3,116 | 8,353 | — | 11,469 | |||||||||||||
Sale of shares | (286 | ) | — | — | (286 | ) | |||||||||||
Balance - December 31, 2012 | 4,431 | 8,353 | — | 12,784 | |||||||||||||
Dividend issued to Former Parent | (4,431 | ) | (8,353 | ) | — | (12,784 | ) | ||||||||||
Investment made during 2013 | — | — | 500 | 500 | |||||||||||||
Balance - December 31, 2013 | $ | — | $ | — | $ | 500 | $ | 500 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Operating Leases | ' | ||||
The following table sets forth the Company’s aggregate future minimum payments under its operating lease commitments as of December 31, 2013 (in thousands): | |||||
Years ending December 31, | |||||
2014 | $ | 280 | |||
2015 | 275 | ||||
2016 | 283 | ||||
2017 | 291 | ||||
2018 | 127 | ||||
$ | 1,256 | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 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 during the year ended December 31, 2013. There were no options outstanding during 2012. | |||||||||||||||||
Average | Aggregate | ||||||||||||||||
Number of | Weighted | Remaining | Instrinsic | ||||||||||||||
Options | Average | Contractual | Value | ||||||||||||||
Outstanding | Exercise Price | Life (in years) | (thousands) | ||||||||||||||
Outstanding – December 31, 2012 | — | — | |||||||||||||||
Options granted | 1,625,476 | $ | 1.76 | ||||||||||||||
Options exercised | — | — | |||||||||||||||
Options forfeited | — | — | |||||||||||||||
Options expired | — | — | |||||||||||||||
Outstanding – December 31, 2013 | 1,625,476 | $ | 1.76 | 9.36 | $ | 7,590 | |||||||||||
Exercisable – December 31, 2013 | 591,812 | $ | 1.66 | 9.35 | $ | 2,825 | |||||||||||
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 year ended December 31, 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 Black-Scholes option pricing model assumptions: | |||||||||||||||||
Volatility | 50.7 | % | 50.6 | % | |||||||||||||
Expected term (in years) | 6 | 10 | |||||||||||||||
Risk-free rate | 1 | % | 2.9 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Weighted average grant date fair value per share | $ | 0.78 | $ | 0.84 | |||||||||||||
Share-Based Compensation Non-Vested Restricted Stock Units Award Activity | ' | ||||||||||||||||
The following is a summary of non-vested restricted stock award activity for the year ended December 31, 2013: | |||||||||||||||||
Weighted Average | |||||||||||||||||
Number of | Grant Date | ||||||||||||||||
Shares | Fair Value | ||||||||||||||||
Non-vested – December 31, 2012 | — | $ | — | ||||||||||||||
Shares granted | 22,368 | 1.46 | |||||||||||||||
Shares vested | (22,368 | ) | 1.46 | ||||||||||||||
Shares forfeited | — | — | |||||||||||||||
Non-vested – December 31, 2013 | — | $ | — | ||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Summarizes Financial Information about Company's Business Segments | ' | ||||||||||||
The Company’s operating segments are each reportable segments because their activities are not economically similar. The following table summarizes financial information about the Company’s business segments for the years ended December 31, 2013, 2012 and 2011: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
(restated) | (restated) | ||||||||||||
Revenue: | |||||||||||||
Web and network security technology | $ | — | $ | — | $ | — | |||||||
Organic fertilizer | 744 | — | — | ||||||||||
Total revenue | $ | 744 | $ | — | $ | — | |||||||
Net (loss) income: | |||||||||||||
Web and network security technology | $ | (5,590 | ) | $ | 50,985 | $ | 24,098 | ||||||
Organic fertilizer | (482 | ) | — | — | |||||||||
Total net (loss) income | $ | (6,072 | ) | $ | 50,985 | $ | 24,098 | ||||||
Interest income: | |||||||||||||
Web and network security technology | $ | 153 | $ | 164 | $ | 3,124 | |||||||
Organic fertilizer | — | — | — | ||||||||||
Total interest income | $ | 153 | $ | 164 | $ | 3,124 | |||||||
Total assets: | |||||||||||||
Web and network security technology | $ | 27,011 | $ | 104,332 | $ | 27,810 | |||||||
Organic fertilizer | 936 | — | — | ||||||||||
Total assets | $ | 27,947 | $ | 104,332 | $ | 27,810 | |||||||
Depreciation and amortization: | |||||||||||||
Web and network security technology | $ | 123 | $ | — | $ | — | |||||||
Organic fertilizer | 118 | — | — | ||||||||||
Total depreciation and amortization | $ | 241 | $ | — | $ | — | |||||||
Capital expenditures: | |||||||||||||
Web and network security technology | $ | 65 | $ | — | $ | — | |||||||
Organic fertilizer | 81 | — | — | ||||||||||
Total capital expenditures | $ | 146 | $ | — | $ | — | |||||||
Goodwill: | |||||||||||||
Web and network security technology | $ | — | $ | — | $ | — | |||||||
Organic fertilizer | 306 | — | — | ||||||||||
Total goodwill | $ | 306 | $ | — | $ | — | |||||||
Income_Tax_Tables
Income Tax (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Schedule of Components of Income Tax Provision | ' | ||||||||||||
The provisions for income tax for the years ended December 31, 2013, 2012 and 2011 consist of the following: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
(in thousands) | |||||||||||||
Federal: | |||||||||||||
Current | $ | (263 | ) | $ | 26,889 | $ | 3,396 | ||||||
Deferred | (1,389 | ) | 422 | 6,226 | |||||||||
State: | |||||||||||||
Current | 4 | — | — | ||||||||||
Deferred | (845 | ) | — | — | |||||||||
(2,230 | ) | 27,311 | 9,622 | ||||||||||
Change in valuation allowance | 2,230 | (422 | ) | (6,226 | ) | ||||||||
Income tax provision | $ | (263 | ) | $ | 26,889 | $ | 3,396 | ||||||
Schedule of Tax Rate Reconciled with Actual Tax Expense (Benefit) | ' | ||||||||||||
The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense (benefit) as follows: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. Federal statutory rate | 34 | % | 35 | % | 35 | % | |||||||
Permanent differences: | |||||||||||||
Benefit of NOL carryback | (5.0 | )% | 0 | % | 0 | % | |||||||
Other | 2.8 | % | 0 | % | 0 | % | |||||||
Change in valuation allowance | (27.7 | )% | (0.5 | )% | (22.6 | )% | |||||||
Income tax provision | 4.2 | % | 34.5 | % | 12.4 | % | |||||||
Components of Net Deferred Tax Asset (Liability) | ' | ||||||||||||
The approximate tax effects of temporary differences, which give rise to the deferred tax assets and liabilities, are as follows: | |||||||||||||
As of December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating losses | $ | 2,037 | $ | — | |||||||||
Stock-based compensation | 307 | — | |||||||||||
Intangible assets | 4,874 | 4,988 | |||||||||||
Total deferred tax assets | 7,218 | 4,988 | |||||||||||
Valuation allowance | (7,218 | ) | (4,988 | ) | |||||||||
Deferred tax asset, net of valuation allowance | — | — | |||||||||||
Deferred tax liabilities | |||||||||||||
Acquired intangible assets | (39 | ) | — | ||||||||||
Net deferred tax liability | $ | (39 | ) | $ | — | ||||||||
Quarterly_Data_Tables
Quarterly Data (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Information | ' | ||||||||||||||||||||||||||||||||
The following table summarizes quarterly information for the years ended December 31, 2013 and 2012 (in thousands except for per share data): | |||||||||||||||||||||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||||||||||||||||||
2013 | 2013 (1) | 2013 | 2013 | ||||||||||||||||||||||||||||||
(Restated) | (Restated) | ||||||||||||||||||||||||||||||||
Revenues | $ | — | $ | 198 | $ | 394 | $ | 152 | |||||||||||||||||||||||||
Gross profit | — | 50 | 70 | (138 | ) | ||||||||||||||||||||||||||||
Loss from operations | (846 | ) | (2,233 | ) | (1,379 | ) | (3,040 | ) | |||||||||||||||||||||||||
Other Income | 80 | 1,048 | 3 | 31 | |||||||||||||||||||||||||||||
Net Loss | (766 | ) | (1,192 | ) | (1,376 | ) | (2,738 | ) | |||||||||||||||||||||||||
Net Loss Per Share - Basic and Diluted | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.06 | ) | $ | (0.12 | ) | |||||||||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||||||||||||||||||
2012 | 2012(2) | 2012(3) | 2012(4) | ||||||||||||||||||||||||||||||
(Restated) | (Restated) | ||||||||||||||||||||||||||||||||
Revenues | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||
Gross profit | — | — | — | — | |||||||||||||||||||||||||||||
Loss from operations | (170 | ) | (3,030 | ) | (3,361 | ) | 3,802 | ||||||||||||||||||||||||||
Other Income(4) | 61 | 3,172 | 9,369 | 68,031 | |||||||||||||||||||||||||||||
Net (Loss) Income | (109 | ) | 142 | 5,919 | 45,033 | ||||||||||||||||||||||||||||
Net (Loss) Income Per Share - Basic and Diluted | $ | (0.01 | ) | $ | 0 | $ | 0.29 | $ | 2.19 | ||||||||||||||||||||||||
(1) | Loss from operations for this period includes $790,000 of transaction costs related to the Reverse Merger. Other income for this period includes the second installment payment of $1.0 million associated with a licensing agreement. | ||||||||||||||||||||||||||||||||
(2) | Other income during this period includes approximately $3.1 million related to the receipt of shares in an unaffiliated entity’s common stock in exchange for modifying an original perpetual license agreement | ||||||||||||||||||||||||||||||||
(3) | Other income for this period includes $9 million settlement received related to patent enforcement litigation | ||||||||||||||||||||||||||||||||
(4) | Other income for this period includes $76.5 million license fee paid to the Company, net of legal costs, in connection with the settlement of litigation. | ||||||||||||||||||||||||||||||||
Adjustment [Member] | ' | ||||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Information | ' | ||||||||||||||||||||||||||||||||
Quarterly Reports on Form 10-Q is restated as follows: | |||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Amounts | As restated | Amounts | As restated | Amounts | As restated | Amounts | As restated | ||||||||||||||||||||||||||
previously | previously | previously | previously | ||||||||||||||||||||||||||||||
reported | reported | reported | reported | ||||||||||||||||||||||||||||||
Revenues | $ | 1,198 | $ | 198 | $ | 3,116 | $ | — | $ | 394 | $ | 394 | $ | 9,354 | $ | — | |||||||||||||||||
Cost of revenues | 187 | 148 | 2,929 | — | 576 | 324 | 3,165 | — | |||||||||||||||||||||||||
Gross profit | 1,011 | 50 | 187 | — | (182 | ) | 70 | 6,189 | — | ||||||||||||||||||||||||
Operating Expenses | |||||||||||||||||||||||||||||||||
Selling, general and administrative | 1,719 | 1,493 | 101 | 3,030 | 1,197 | 1,449 | 197 | 3,361 | |||||||||||||||||||||||||
Transaction costs | 525 | 790 | — | — | — | — | — | — | |||||||||||||||||||||||||
Total operating expense | 2,244 | 2,283 | 101 | 3,030 | 1,197 | 1,449 | 197 | 3,361 | |||||||||||||||||||||||||
(Loss) income from operations | (1,233 | ) | (2,233 | ) | 86 | (3,030 | ) | (1,379 | ) | (1,379 | ) | 5,992 | (3,361 | ) | |||||||||||||||||||
Other Income, net | |||||||||||||||||||||||||||||||||
Gain on settlements, net of legal costs | — | 1,000 | — | — | — | — | — | 9,353 | |||||||||||||||||||||||||
Interest income | 31 | 31 | 56 | 56 | 7 | 7 | 16 | 16 | |||||||||||||||||||||||||
Other income | 17 | 17 | — | 3,116 | (4 | ) | (4 | ) | — | — | |||||||||||||||||||||||
Total other income, net | 48 | 1,048 | 56 | 3,172 | 3 | 3 | 16 | 9,369 | |||||||||||||||||||||||||
(Loss) income before provision for income taxes | (1,185 | ) | (1,185 | ) | 142 | 142 | (1,376 | ) | (1,376 | ) | 6,008 | 6,008 | |||||||||||||||||||||
Provision for income taxes | 7 | 7 | — | — | 89 | 89 | |||||||||||||||||||||||||||
Net (Loss) Income | $ | (1,192 | ) | $ | (1,192 | ) | $ | 142 | $ | 142 | $ | (1,376 | ) | $ | (1,376 | ) | $ | 5,919 | $ | 5,919 | |||||||||||||
Show EPS & wtd. avg. | $ | (0.06 | ) | $ | (0.06 | ) | 0 | 0 | $ | (0.06 | ) | $ | (0.06 | ) | $ | 0.29 | $ | 0.29 | |||||||||||||||
21,093,384 | 21,093,384 | 20,590,596 | 20,590,596 | 22,348,201 | 22,348,201 | 20,590,596 | 20,590,596 | ||||||||||||||||||||||||||
Six Months Ended June 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||||
Amounts | As restated | Amounts | As restated | Amounts | As restated | Amounts | As restated | ||||||||||||||||||||||||||
previously | previously | previously | previously | ||||||||||||||||||||||||||||||
reported | reported | reported | reported | ||||||||||||||||||||||||||||||
Revenues | $ | 1,198 | $ | 198 | $ | 3,116 | $ | — | $ | 1,593 | $ | 592 | $ | 12,469 | $ | — | |||||||||||||||||
Cost of revenues | 553 | 148 | 2,929 | — | 1,129 | 472 | 6,094 | — | |||||||||||||||||||||||||
Gross profit | 645 | 50 | 187 | — | 464 | 120 | 6,375 | — | |||||||||||||||||||||||||
Operating Expenses | |||||||||||||||||||||||||||||||||
Selling, general and administrative | 1,934 | 2,339 | 271 | 3,200 | 3,132 | 3,788 | 467 | 6,561 | |||||||||||||||||||||||||
Transaction costs | 790 | 790 | — | — | 790 | 790 | — | — | |||||||||||||||||||||||||
Total operating expense | 2,724 | 3,129 | 271 | 3,200 | 3,922 | 4,578 | 467 | 6,561 | |||||||||||||||||||||||||
(Loss) income from operations | (2,079 | ) | (3,079 | ) | (84 | ) | (3,200 | ) | (3,458 | ) | (4,458 | ) | 5,908 | (6,561 | ) | ||||||||||||||||||
Other Income, net | |||||||||||||||||||||||||||||||||
Gain on settlements, net of legal costs | — | 1,000 | — | — | 1,000 | — | 9,353 | ||||||||||||||||||||||||||
Interest income | 111 | 111 | 117 | 117 | 118 | 118 | 133 | 133 | |||||||||||||||||||||||||
Other income | 17 | 17 | — | 3,116 | 13 | 13 | — | 3,116 | |||||||||||||||||||||||||
Total other income, net | 128 | 1,128 | 117 | 3,233 | 131 | 1,131 | 133 | 12,602 | |||||||||||||||||||||||||
(Loss) income before provision for income taxes | (1,951 | ) | (1,951 | ) | 33 | 33 | (3,327 | ) | (3,327 | ) | 6,041 | 6,041 | |||||||||||||||||||||
Provision for income taxes | 7 | 7 | — | — | 7 | 7 | 89 | 89 | |||||||||||||||||||||||||
Net (Loss) Income | $ | (1,958 | ) | $ | (1,958 | ) | $ | 33 | $ | 33 | $ | (3,334 | ) | $ | (3,334 | ) | $ | 5,952 | $ | 5,952 | |||||||||||||
Show EPS & wtd. avg. | $ | (0.09 | ) | $ | (0.09 | ) | 0 | 0 | $ | (0.16 | ) | $ | (0.16 | ) | 0.29 | 0.29 | |||||||||||||||||
20,843,379 | 20,843,379 | 20,590,596 | 20,590,596 | 21,350,498 | 21,350,498 | 20,590,596 | 20,590,596 | ||||||||||||||||||||||||||
Organization_and_Operations_Ad
Organization and Operations - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
Aug. 22, 2013 | Jun. 03, 2013 | Mar. 05, 2012 | Nov. 08, 2011 | Feb. 28, 2013 | Dec. 31, 2013 | Nov. 30, 2013 | Oct. 18, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Entity | Segment | Finjan Software [Member] | Series A Convertible Preferred Stock [Member] | Trustwave Class A Common Stock [Member] | Trustwave Class A Common Stock [Member] | Hudson Bay and Iroquois [Member] | Hudson Bay and Iroquois [Member] | Finjan [Member] | Finjan [Member] | Converted Organics [Member] | |||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company's founded year | ' | ' | ' | ' | ' | '1997 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares received | ' | ' | ' | ' | ' | ' | 7,075,629 | ' | ' | ' | ' | ' | 1,548,148 | ' | ' |
Additional shares received | ' | ' | ' | ' | ' | ' | ' | ' | 224,000 | 224,000 | ' | ' | ' | ' | ' |
Number of unaffiliated entity | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective date of Merger Agreement | ' | ' | ' | ' | ' | 3-Jun-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Right to purchase shares of Finjan Holdings common stock | ' | ' | ' | ' | ' | 247,087.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of Organics convertible notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,192,500 | ' | ' | ' | ' |
Exchange of shares of Series A Convertible Preferred Stock and warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,281 | ' | ' | ' |
Dividend percentage of Series A Convertible Preferred Stock | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | 1.00% | ' | ' | ' |
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% | ' | ' | 91.50% | 8.50% |
Reverse stock split | '1-for-12 | '1-for-500 | '1-for-500 | '1-for-10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio | 0.083 | 0.002 | 0.002 | 0.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Business Acquisition [Line Items] | ' | ' | ' |
Material write-downs | $0 | ' | ' |
Estimated useful lives of identifiable intangible assets | '6 years | ' | ' |
Significant influence presumed percentage | 20.00% | ' | ' |
Impairment on long-lived assets and other acquired intangible assets | 0 | ' | ' |
Liability for unrecognized tax benefits | 0 | 0 | ' |
Accrued income tax penalties or interest | $0 | $0 | $0 |
Organic Fertilizer [Member] | Accounts Receivable [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Number of customers accounted for accounts receivable | 2 | ' | ' |
Number of customers | 2 | ' | ' |
Organic Fertilizer [Member] | Revenue [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Number of customers | 3 | ' | ' |
Customer Five [Member] | Organic Fertilizer [Member] | Accounts Receivable [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Concentration risk percentage | 37.00% | ' | ' |
Customer Four [Member] | Organic Fertilizer [Member] | Accounts Receivable [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Concentration risk percentage | 16.00% | ' | ' |
Customer One [Member] | Organic Fertilizer [Member] | Revenue [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Concentration risk percentage | 14.00% | ' | ' |
Customer Two [Member] | Organic Fertilizer [Member] | Revenue [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Concentration risk percentage | 19.00% | ' | ' |
Customer Three [Member] | Organic Fertilizer [Member] | Revenue [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Concentration risk percentage | 35.00% | ' | ' |
Minimum [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Property plant equipment useful lives | '3 years | ' | ' |
Maximum [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Property plant equipment useful lives | '10 years | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Summary of Patents (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset accumulated amortization | ($120) | ' |
Intangible asset net | 1,333 | ' |
Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset gross | 18,052 | 18,052 |
Intangible asset accumulated amortization | -18,052 | -18,052 |
Intangible asset net | ' | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) per Common Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | ($2,738) | ($1,376) | ($1,192) | ($766) | $45,033 | $5,919 | $142 | ($109) | ($1,958) | $33 | ($3,334) | $5,952 | ($6,072) | $50,985 | $24,098 |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic and Diluted | ' | 22,348,201 | 21,093,384 | ' | ' | 20,590,596 | 20,590,596 | ' | 20,843,379 | 20,590,596 | 21,350,498 | 20,590,596 | 21,601,974 | 20,590,596 | 20,590,596 |
Net (loss) income per common share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic and Diluted | ($0.12) | ($0.06) | ($0.06) | ($0.04) | $2.19 | $0.29 | $0 | ($0.01) | ($0.09) | $0 | ($0.16) | $0.29 | ($0.28) | $2.48 | $1.17 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Summary of Components Excluded from Computation of Diluted Net Loss Per Share (Detail) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
Options [Member] | Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | ' | ' | 1,625,476 | ' |
Dilutive securities | 1,625,476 | ' | ' | ' |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Summary of Components Excluded from Computation of Diluted Net Loss Per Share (Parenthetical) (Detail) | 0 Months Ended | |||
Aug. 22, 2013 | Jun. 03, 2013 | Mar. 05, 2012 | Nov. 08, 2011 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Reverse stock split | '1-for-12 | '1-for-500 | '1-for-500 | '1-for-10 |
Reverse stock split ratio | 0.083 | 0.002 | 0.002 | 0.1 |
Restatement_of_Previously_Issu2
Restatement of Previously Issued Financial Statements - Summary of Effects of Restatement (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Condensed Income Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $152 | $394 | $198 | ' | ' | ' | ' | ' | $198 | ' | $592 | ' | $744 | ' | ' |
Cost of revenues | ' | 324 | 148 | ' | ' | ' | ' | ' | 148 | ' | 472 | ' | 762 | ' | ' |
Gross profit (loss) | -138 | 70 | 50 | ' | ' | ' | ' | ' | 50 | ' | 120 | ' | -18 | ' | ' |
Operating Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative | ' | 1,449 | 1,493 | ' | ' | 3,361 | 3,030 | ' | 2,339 | 3,200 | 3,788 | 6,561 | 6,689 | 2,759 | 1,818 |
Transaction costs | ' | ' | 790 | ' | ' | ' | ' | ' | 790 | ' | 790 | ' | 790 | ' | ' |
Total operating expenses | ' | 1,449 | 2,283 | ' | ' | 3,361 | 3,030 | ' | 3,129 | 3,200 | 4,578 | 6,561 | 7,479 | 2,759 | 1,818 |
Operating Income (Loss) | -3,040 | -1,379 | -2,233 | -846 | 3,802 | -3,361 | -3,030 | -170 | -3,079 | -3,200 | -4,458 | -6,561 | -7,497 | -2,759 | -1,818 |
Other Income | 31 | 3 | 1,048 | 80 | 68,031 | 9,369 | 3,172 | 61 | 1,128 | 3,233 | 1,131 | 12,602 | 1,162 | 80,633 | 29,312 |
Gain on settlements | ' | ' | 1,000 | ' | ' | 9,353 | ' | ' | 1,000 | ' | 1,000 | 9,353 | 1,000 | 77,353 | 24,908 |
Gain on sale of patents, net of legal costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,280 |
Settlement proceeds for modification of licensing agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,116 | ' |
Interest income | ' | 7 | 31 | ' | ' | 16 | 56 | ' | 111 | 117 | 118 | 133 | 153 | 164 | 3,124 |
Total Other Income | 31 | 3 | 1,048 | 80 | 68,031 | 9,369 | 3,172 | 61 | 1,128 | 3,233 | 1,131 | 12,602 | 1,162 | 80,633 | 29,312 |
Income before provision for income taxes | ' | -1,376 | -1,185 | ' | ' | 6,008 | 142 | ' | -1,951 | 33 | -3,327 | 6,041 | -6,335 | 77,874 | 27,494 |
Provision for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,889 | 3,396 |
Net (Loss) Income | -2,738 | -1,376 | -1,192 | -766 | 45,033 | 5,919 | 142 | -109 | -1,958 | 33 | -3,334 | 5,952 | -6,072 | 50,985 | 24,098 |
Net Income per share, basic and diluted | ($0.12) | ($0.06) | ($0.06) | ($0.04) | $2.19 | $0.29 | $0 | ($0.01) | ($0.09) | $0 | ($0.16) | $0.29 | ($0.28) | $2.48 | $1.17 |
Amounts Previously Reported [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed Income Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | 394 | 1,198 | ' | ' | 9,354 | 3,116 | ' | 1,198 | 3,116 | 1,593 | 12,469 | ' | 88,969 | 24,908 |
Cost of revenues | ' | 576 | 187 | ' | ' | 3,165 | 2,929 | ' | 553 | 2,929 | 1,129 | 6,094 | ' | 9,151 | 1,465 |
Gross profit (loss) | ' | -182 | 1,011 | ' | ' | 6,189 | 187 | ' | 645 | 187 | 464 | 6,375 | ' | 79,818 | 23,443 |
Operating Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative | ' | 1,197 | 1,719 | ' | ' | 197 | 101 | ' | 1,934 | 271 | 3,132 | 467 | ' | 2,108 | 353 |
Transaction costs | ' | ' | 790 | ' | ' | ' | ' | ' | 790 | ' | 790 | ' | ' | ' | ' |
Total operating expenses | ' | 1,197 | 2,244 | ' | ' | 197 | 101 | ' | 2,724 | 271 | 3,922 | 467 | ' | 2,108 | 353 |
Operating Income (Loss) | ' | -1,379 | -1,233 | ' | ' | 5,992 | 86 | ' | -2,079 | -84 | -3,458 | 5,908 | ' | 77,710 | 23,090 |
Other Income | ' | 3 | 48 | ' | ' | 16 | 56 | ' | 128 | 117 | 131 | 133 | ' | 164 | 4,404 |
Gain on settlements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of patents, net of legal costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,280 |
Interest income | ' | 7 | 31 | ' | ' | 16 | 56 | ' | 111 | 117 | 118 | 133 | ' | 164 | 3,124 |
Total Other Income | ' | 3 | 48 | ' | ' | 16 | 56 | ' | 128 | 117 | 131 | 133 | ' | 164 | 4,404 |
Income before provision for income taxes | ' | -1,376 | -1,185 | ' | ' | 6,008 | 142 | ' | -1,951 | 33 | -3,327 | 6,041 | ' | 77,874 | 27,494 |
Provision for income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,889 | 3,396 |
Net (Loss) Income | ' | -1,376 | -1,192 | ' | ' | 5,919 | 142 | ' | -1,958 | 33 | -3,334 | 5,952 | ' | 50,985 | 24,098 |
Net Income per share, basic and diluted | ' | ($0.06) | ($0.06) | ' | ' | $0.29 | $0 | ' | ($0.09) | $0 | ($0.16) | $0.29 | ' | $2.48 | $1.17 |
Adjustment [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Condensed Income Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -88,969 | -24,908 |
Cost of revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -9,151 | -1,465 |
Gross profit (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -79,818 | -23,443 |
Operating Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 651 | 1,465 |
Transaction costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 651 | 1,465 |
Operating Income (Loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -80,469 | -24,908 |
Other Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,469 | 24,908 |
Gain on settlements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,353 | 24,908 |
Settlement proceeds for modification of licensing agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,116 | ' |
Total Other Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $80,469 | $24,908 |
Merger_with_Converted_Organics2
Merger with Converted Organics, Inc. - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Merger completion date | ' | ' | ' | ' | ' | ' | ' | ' | 3-Jun-13 | ' | ' |
Total exchanged shares | ' | ' | ' | ' | ' | ' | ' | ' | 20,467,052 | ' | ' |
Number of shares exchanged for indebtedness | ' | ' | ' | ' | ' | ' | ' | ' | 89,473 | ' | ' |
Retained shares | ' | ' | ' | ' | ' | ' | ' | ' | 1,789,469 | ' | ' |
Number of common shares issued to Former CEO and Former CFO | ' | ' | ' | ' | ' | ' | ' | ' | 22,368,453 | 20,590,596 | ' |
Transaction related costs | ' | $790,000 | ' | ' | $790,000 | ' | $790,000 | ' | $790,000 | ' | ' |
Finite-lived intangible assets, years | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | ' | ' |
Increase (decrease) in amortization and depreciation expense | ' | ' | ' | ' | ' | ' | ' | ' | 122,000 | -46,000 | ' |
Transaction-related expenses, Pro forma adjustments | ' | ' | ' | ' | ' | ' | ' | ' | $790,000 | ' | ' |
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 | ' | ' |
Merger_with_Converted_Organics3
Merger with Converted Organics, Inc. - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | ' | ' | ' |
Goodwill | $306 | ' | ' |
Converted Organics [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
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 | 306 | ' | ' |
Accounts payable and accrued liabilities | -878 | ' | ' |
Deferred tax liability | -43 | ' | ' |
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 $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Combinations [Abstract] | ' | ' |
Revenue | $1,411 | $1,521 |
Net (loss) income | ($7,048) | $54,066 |
Net (loss) income per common share: | ' | ' |
Basic and diluted | ($0.31) | $2.41 |
Weighted average shares outstanding: | ' | ' |
Basic and diluted | 22,469,562 | 22,389,609 |
Inventory_Components_of_Invent
Inventory - Components of Inventory (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Inventory Disclosure [Abstract] | ' |
Raw materials | $13 |
Finished goods | 21 |
Inventory | $34 |
Property_and_Equipment_Compone
Property and Equipment - Components of Property and Equipment (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Property, Plant and Equipment [Line Items] | ' |
Property and Equipment | $1,074 |
Less accumulated depreciation | -121 |
Property and equipment, net | 953 |
Buildings & Improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and Equipment | 613 |
Machinery and Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and Equipment | 410 |
Office Equipment and Furniture [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and Equipment | $51 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Property Plant And Equipment [Abstract] | ' |
Depreciation expense | $121 |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ' | ' | ' | ' |
Intangible assets, useful life | ' | '6 years | ' | ' |
Amortization expense | ' | $120,000 | $0 | $0 |
Goodwill adjustments related to accrued liabilities | 49,000 | ' | ' | ' |
Goodwill adjustments related to deferred tax liability | 43,000 | ' | ' | ' |
Goodwill adjustements decrease in goodwill | $6,000 | ' | ' | ' |
Weighted Average [Member] | ' | ' | ' | ' |
Goodwill And Intangible Assets Disclosure [Line Items] | ' | ' | ' | ' |
Intangible assets, useful life | ' | '5 years 6 months | ' | ' |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill - Schedule of Intangible Assets (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
Customer relationships | $1,453 |
Accumulated amortization | -120 |
Intangible asset net | $1,333 |
Intangible_Assets_and_Goodwill4
Intangible Assets and Goodwill - Schedule of Future Amortization of Amortizable Intangible Assets (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
2014 | $242 |
2015 | 242 |
2016 | 242 |
2017 | 242 |
2018 | 242 |
Thereafter | 123 |
Intangible asset net | $1,333 |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 21, 2013 | Nov. 21, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Trustwave Class A Common Stock [Member] | Trustwave Class A Common Stock [Member] | Trustwave Class A Common Stock [Member] | Israel Based Limited Partnership Venture Capital Fund [Member] | Maximum [Member] | Series C Preferred Stock and Warrants [Member] | Series C Preferred Stock [Member] | |||||
M86 [Member] | M86 [Member] | ||||||||||
Schedule of Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares purchased | 20,467,052 | ' | ' | ' | ' | ' | ' | ' | ' | 1,837,595 | 459,399 |
Cash consideration | ' | $1,601,097 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares converted | ' | ' | ' | ' | 409,747 | ' | ' | ' | ' | ' | ' |
Additional shares received | ' | ' | ' | ' | ' | 224,000 | 224,000 | ' | ' | ' | ' |
Fair value of shares recorded as revenue | ' | 3,115,840 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares, sold back | ' | ' | 20,577 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares repurchased value | ' | ' | 286,227 | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percent | ' | 1.00% | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Original perpetual license agreement date | ' | 2-Nov-09 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares granted | 1,625,476 | 2,951,876 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock value | ' | 8,353,554 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investments | $500,000 | $12,784,000 | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' |
Investments_Summary_of_Company
Investments - Summary of Company's Investments (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Investments [Line Items] | ' | ' |
Investments, beginning balance | $12,784 | ' |
Dividend issued to former parent | -12,784 | ' |
Investment made during the year | 500 | 1,601 |
Fair value of shares granted to the Company | ' | 11,469 |
Sale of shares | ' | -286 |
Investments, ending balance | 500 | 12,784 |
Trustwave Shares [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Investments, beginning balance | 4,431 | ' |
Dividend issued to former parent | -4,431 | ' |
Investment made during the year | ' | 1,601 |
Fair value of shares granted to the Company | ' | 3,116 |
Sale of shares | ' | -286 |
Investments, ending balance | ' | 4,431 |
Settlement Investment [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Investments, beginning balance | 8,353 | ' |
Dividend issued to former parent | -8,353 | ' |
Investment made during the year | ' | ' |
Fair value of shares granted to the Company | ' | 8,353 |
Sale of shares | ' | ' |
Investments, ending balance | ' | 8,353 |
Venture Capital Fund [Member] | ' | ' |
Schedule of Investments [Line Items] | ' | ' |
Investments, beginning balance | ' | ' |
Dividend issued to former parent | ' | ' |
Investment made during the year | 500 | ' |
Fair value of shares granted to the Company | ' | ' |
Sale of shares | ' | ' |
Investments, ending balance | $500 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Defendant | |
Product Royalty Future Minimum Payment Due [Line Items] | ' |
Rent expense | $149,000 |
Patent infringement lawsuits | 4 |
Venture Capital Fund [Member] | ' |
Product Royalty Future Minimum Payment Due [Line Items] | ' |
Capital commitment outstanding | 4,500,000 |
Production Facility [Member] | ' |
Product Royalty Future Minimum Payment Due [Line Items] | ' |
Minimum annual rent | 125,202 |
Amount of monthly installments of rent | 10,433 |
Percentage of annual rental rate increase for each anniversary | 3.00% |
Leases Renewal option | 3 |
Lease renewal term | '5 years |
Operating lease expiration | 31-Jan-18 |
Term of lease period | '10 years |
Corporate Headquarters [Member] | ' |
Product Royalty Future Minimum Payment Due [Line Items] | ' |
Amount of monthly installments of rent | 11,579 |
Percentage of annual rental rate increase for each anniversary | 2.50% |
Term of lease period | '5 years |
Initial annual rent | $138,952 |
Hartstein Employment Agreement [Member] | ' |
Product Royalty Future Minimum Payment Due [Line Items] | ' |
Employment agreement entry date | 8-Jul-13 |
Payment period of base salary and discretionary bonus under Employment Agreement | '4 months |
Employment agreement effective date | 1-Jul-13 |
Employment termination notice period | '90 days |
Steinmetz Employment Agreement [Member] | ' |
Product Royalty Future Minimum Payment Due [Line Items] | ' |
Employment agreement entry date | 8-Jul-13 |
Payment period of base salary and discretionary bonus under Employment Agreement | '1 year |
Employment agreement effective date | 1-Jul-13 |
Employment termination notice period | '90 days |
Commitments_and_Contingencies_2
Commitments and Contingencies - Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $280 |
2015 | 275 |
2016 | 283 |
2017 | 291 |
2018 | 127 |
Total | $1,256 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Share data, unless otherwise specified | Aug. 22, 2013 | Jun. 03, 2013 | 6-May-13 | Mar. 05, 2012 | Nov. 08, 2011 | Dec. 31, 2013 | 7-May-13 | Dec. 31, 2012 | Oct. 18, 2010 | Jun. 03, 2013 | 31-May-09 | Dec. 31, 2013 | 31-May-09 | Dec. 31, 2013 | Aug. 22, 2013 | Jun. 03, 2013 | Mar. 05, 2012 | Nov. 08, 2011 | Oct. 31, 2009 | Dec. 31, 2013 |
Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Class C [Member] | Class C [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] | |||||||||
Subsidiary, Sale of Stock [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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of shares from former parent | ' | ' | 6 | ' | ' | ' | 1,585,476 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase value of common stock | ' | ' | $205 | ' | ' | $205 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | ' | ' | ' | 22,368,453 | ' | 20,590,596 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock awards | ' | ' | ' | ' | ' | 22,368 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | 17,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, dividend rate | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, outstanding | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | 1 | ' | ' | ' | ' | ' | 1 |
Exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $2.70 | $1.50 | $2.70 | ' | ' | ' | ' | $1.30 | $2.70 |
Warrants expiry date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-May-14 | 31-May-14 | 31-May-14 | 31-May-14 | ' | ' | ' | ' | ' | 14-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-12 | '1-for-500 | '1-for-500 | '1-for-10 | ' | ' |
Reverse stock split ratio | 0.083 | 0.002 | ' | 0.002 | 0.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.083 | 0.002 | 0.002 | 0.1 | ' | ' |
Adjusted exercise price of warrants, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $39,000,000 |
Warrants outstanding exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'less than one share |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||
Oct. 07, 2013 | 7-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 6-May-13 | Jul. 31, 2012 | Jul. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 03, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Global Share Option Plan [Member] | Global Share Option Plan [Member] | Omnibus Stock Compensation Plan [Member] | RSAs [Member] | RSAs [Member] | Stock Options [Member] | Unvested Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,894 | ' | ' | ' | ' |
Common stock with an exercise price | $5.90 | $1.66 | $1.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options grant date value | $135,854 | $1,184,934 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of stock options vesting prior to one year anniversary | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of stock options vested remaining of the period | 75.00% | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of common stock | ' | 1,585,476 | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for issuance | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' |
Recognition of incremental compensation expense | ' | ' | 133,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options granted to purchase common stock | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of stock options vesting over one year | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option granted, contractual term | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option vested, contractual term | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option remaining vesting period | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of remaining shares available for issuance | ' | ' | ' | ' | ' | ' | 20,577 | ' | 589,001 | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | 1,200,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | 32,630 | ' | ' |
Dividend yield percent | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends to be paid in foreseeable future | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation cost not yet recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,800,000 |
Compensation cost expected to be recognized over a weighted-average period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 3 months 18 days |
Restricted stock award, granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,368 | ' | ' | ' |
Restricted stock award, granted date value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $32,630 | ' | ' | ' |
Restricted share vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,206 | ' | ' | ' |
Remaining shares to vest from the date of grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,162 | ' | ' | ' |
Shares vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' |
Estimated forfeitures related to option grants annual rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' |
StockBased_Compensation_ShareB
Stock-Based Compensation - Share-Based Compensation Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 07, 2013 | 7-May-13 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' | ' |
Number of Shares Outstanding, Beginning balance | ' | ' | ' | ' |
Options granted | 1,625,476 | 2,951,876 | ' | ' |
Options exercised | ' | ' | ' | ' |
Options forfeited | ' | ' | ' | ' |
Options expired | ' | ' | ' | ' |
Number of Shares Outstanding, Ending balance | 1,625,476 | ' | ' | ' |
Exercisable - December 31, 2013 | 591,812 | ' | ' | ' |
Weighted Average Exercise Price, Beginning balance | ' | ' | ' | ' |
Weighted Average Exercise Price, Options granted | $1.76 | ' | ' | ' |
Weighted Average Exercise Price, Options exercised | ' | ' | ' | ' |
Weighted Average Exercise Price, Options forfeited | ' | ' | ' | ' |
Weighted Average Exercise Price, Options expired | ' | ' | ' | ' |
Weighted Average Exercise Price, Ending balance | $1.76 | ' | ' | ' |
Weighted Average Exercise Price, Exercisable - December 31, 2013 | $1.66 | ' | $5.90 | $1.66 |
Average Remaining Contractual Life - December 31, 2013 | '9 years 4 months 10 days | ' | ' | ' |
Average Remaining Contractual Life, Exercisable - December 31, 2013 | '9 years 4 months 6 days | ' | ' | ' |
Aggregate Intrinsic Value, Outstanding - December 31, 2013 | $7,590 | ' | ' | ' |
Aggregate Intrinsic Value, Exercisable - December 31, 2013 | $2,825 | ' | ' | ' |
StockBased_Compensation_Weight
Stock-Based Compensation - Weighted-average Black-Scholes Option Pricing Model Assumptions (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Employee Grants [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Volatility | 50.70% |
Expected term (in years) | '6 years |
Risk-free rate | 1.00% |
Expected dividend yield | 0.00% |
Weighted average grant date fair value per share | $0.78 |
Non-Employee Grants [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Volatility | 50.60% |
Expected term (in years) | '10 years |
Risk-free rate | 2.90% |
Expected dividend yield | 0.00% |
Weighted average grant date fair value per share | $0.84 |
StockBased_Compensation_ShareB1
Stock-Based Compensation - Share-Based Compensation Non-Vested Restricted Stock Units Award Activity (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of Shares Outstanding, Beginning balance | ' |
Number of Shares, Shares vested | ' |
Number of Shares Outstanding, Ending balance | 1,625,476 |
Non-Vested Restricted Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of Shares Outstanding, Beginning balance | ' |
Number of Shares, Shares granted | 22,368 |
Number of Shares, Shares vested | -22,368 |
Number of Shares, Shares forfeited | ' |
Number of Shares Outstanding, Ending balance | ' |
Non-vested, Weighted Average Grant Date Fair Value - December 31, 2012 | ' |
Weighted Average Grant Date Fair Value, Shares granted | 1.46 |
Weighted Average Grant Date Fair Value, Shares vested | 1.46 |
Weighted Average Grant Date Fair Value, Shares forfeited | ' |
Non-vested, Weighted Average Grant Date Fair Value - December 31, 2013 | ' |
Other_Income_Additional_Inform
Other Income - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Nov. 30, 2012 | Dec. 31, 2013 | Sep. 30, 2011 | Jul. 31, 2011 | Aug. 31, 2009 | Sep. 30, 2012 | Jul. 31, 2010 | Dec. 31, 2013 | Jan. 31, 2014 | |
Patents [Member] | 2010 Litigation [Member] | 2010 Litigation [Member] | Patent Infringements [Member] | Patent Infringements [Member] | Patent Infringements [Member] | Patent Infringements [Member] | Patent Infringements [Member] | Patent Infringements [Member] | Patent Infringements [Member] | ||||||||||||
Confidential Settlement, Release and License Agreement [Member] | Confidential Settlement, Release and License Agreement [Member] | Patents | 2010 Litigation [Member] | 2010 Litigation [Member] | 2010 Litigation [Member] | ||||||||||||||||
Settlement Investment [Member] | Settlement Investment [Member] | Subsequent Event [Member] | |||||||||||||||||||
Installment | Settlement Investment [Member] | ||||||||||||||||||||
Companies | |||||||||||||||||||||
Gain Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount awarded by jury to the company | ' | ' | $76,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $37,300,000 | $9,000,000 | $9,000,000 | ' | ' | ' |
Number of patents infringed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Other income recognized | ' | 1,000,000 | ' | 9,353,000 | ' | 1,000,000 | 1,000,000 | 9,353,000 | 1,000,000 | 77,353,000 | 24,908,000 | ' | ' | ' | 34,200,000 | ' | ' | ' | ' | ' | ' |
Interest income | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | ' | ' |
Legal costs | ' | ' | ' | ' | ' | ' | ' | ' | 290,000 | 245,000 | 138,000 | 320,000 | 8,500,000 | ' | ' | ' | 9,300,000 | ' | ' | ' | ' |
Number of companies against which law suits filed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' |
Settlement agreement description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'In November 2012, Finjan signed a Confidential Settlement, Release and License Agreement with one of the other parties to the 2010 Litigation, a large, multinational software and technology company. | ' | ' | ' | ' | ' | 'In April 2012, a Memorandum of Understanding was signed between the Company and one of the parties in the 2010 Litigation granting such party a worldwide, perpetual, non-exclusive, non-sublicenseable license to the patents-in-suit and all other patents owned by, or exclusively licensed to, FI Delaware or its direct or indirect wholly-owned subsidiaries. | ' |
Maximum achievable aggregate net sales of third party distributors or sellers for full payment of license | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' |
Number of common shares received in Settlement Investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,951,786 | ' | ' |
Percentage of common shares received in Settlement Investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.77% | ' | ' |
Fair value of common shares received in Settlement Investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,300,000 | ' | ' |
Agreed on cash receivable in Settlement Investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' |
Patent license settlement fee receivable period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | ' | ' |
Number of installments for settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Installment amount of settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' |
Final installment received as settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 |
Dividends issued to Former Parent, Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5-Mar-13 | ' |
One-time license fee received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2022-11 | ' | ' | ' | ' | ' | ' | ' | ' |
Fully amortized patents sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Related Party Transaction [Line Items] | ' | ' | ' |
Legal fees | $290,000 | $245,000 | $138,000 |
Amounts due to the firm | 15,000 | 17,000 | ' |
Outstanding balance due to former parent | ' | 33,943,000 | ' |
Finjan Software [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Net transfers to Former Parent | ' | 2,470,000 | ' |
Outstanding balance due to former parent | ' | $33,943,000 | ' |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) | 0 Months Ended | 12 Months Ended | ||||||
Jun. 03, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Segment | Organic Fertilizer [Member] | Organic Fertilizer [Member] | Organic Fertilizer [Member] | Organic Fertilizer [Member] | Organic Fertilizer [Member] | Organic Fertilizer [Member] | Organic Fertilizer [Member] | |
Revenue [Member] | Accounts Receivable [Member] | Customer One [Member] | Customer Two [Member] | Customer Three [Member] | Customer Four [Member] | Customer Five [Member] | ||
Customer | Customer | Revenue [Member] | Revenue [Member] | Revenue [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | 2 | ' | ' | ' | ' | ' | ' | ' |
Concentration risk percentage | ' | ' | ' | 14.00% | 19.00% | 35.00% | 16.00% | 37.00% |
Number of customer | ' | 3 | 2 | ' | ' | ' | ' | ' |
Segment_Reporting_Summarizes_F
Segment Reporting - Summarizes Financial Information about Company's Business Segments (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $152 | $394 | $198 | ' | ' | ' | ' | ' | $198 | ' | $592 | ' | $744 | ' | ' |
Net (loss) income | -2,738 | -1,376 | -1,192 | -766 | 45,033 | 5,919 | 142 | -109 | -1,958 | 33 | -3,334 | 5,952 | -6,072 | 50,985 | 24,098 |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 153 | 164 | 3,124 |
Total assets | 27,947 | ' | ' | ' | 104,332 | ' | ' | ' | ' | ' | ' | ' | 27,947 | 104,332 | 27,810 |
Depreciation and Amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 241 | ' | ' |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 146 | ' | ' |
Goodwill | 306 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 306 | ' | ' |
Web and Network Security Technology [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,590 | 50,985 | 24,098 |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 153 | 164 | 3,124 |
Total assets | 27,011 | ' | ' | ' | 104,332 | ' | ' | ' | ' | ' | ' | ' | 27,011 | 104,332 | 27,810 |
Depreciation and Amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 123 | ' | ' |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65 | ' | ' |
Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Organic Fertilizer [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 744 | ' | ' |
Net (loss) income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -482 | ' | ' |
Interest income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets | 936 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 936 | ' | ' |
Depreciation and Amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 118 | ' | ' |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81 | ' | ' |
Goodwill | $306 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $306 | ' | ' |
Income_Tax_Schedule_of_Compone
Income Tax - Schedule of Components of Income Tax Provision (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Federal: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current | ' | ' | ' | ' | ' | ' | ' | ($263) | $26,889 | $3,396 |
Deferred | ' | ' | ' | ' | ' | ' | ' | -1,389 | 422 | 6,226 |
State: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' |
Deferred | ' | ' | ' | ' | ' | ' | ' | -845 | ' | ' |
Federal and State, Total | ' | ' | ' | ' | ' | ' | ' | -2,230 | 27,311 | 9,622 |
Change in valuation allowance | ' | ' | ' | ' | ' | ' | ' | 2,230 | -422 | -6,226 |
Income tax provision | $7 | $89 | ' | $7 | ' | $7 | $89 | ($263) | $26,889 | $3,396 |
Income_Tax_Schedule_of_Tax_Rat
Income Tax - Schedule of Tax Rate Reconciled with Actual Tax Expense (Benefit) (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
U.S. Federal statutory rate | 34.00% | 35.00% | 35.00% |
Permanent differences: | ' | ' | ' |
Benefit of NOL carryback | -5.00% | 0.00% | 0.00% |
Other | 2.80% | 0.00% | 0.00% |
Change in valuation allowance | -27.70% | -0.50% | -22.60% |
Income tax provision | 4.20% | 34.50% | 12.40% |
Income_Tax_Components_of_Net_D
Income Tax - Components of Net Deferred Tax Asset (Liability) (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Net operating losses | $2,037 | ' |
Stock-based compensation | 307 | ' |
Intangible assets | 4,874 | 4,988 |
Total deferred tax assets | 7,218 | 4,988 |
Valuation allowance | -7,218 | -4,988 |
Deferred tax asset, net of valuation allowance | ' | ' |
Deferred tax liabilities | ' | ' |
Acquired intangible assets | -39 | ' |
Net deferred tax liability | ($39) | ' |
Income_Tax_Additional_Informat
Income Tax - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net operating losses carryforwards | ' | ' | ' | ' | ' | ' | ' | $5,300,000 | $0 | ' |
Tax benefit relating to the utilization of NOLs | 7,000 | 89,000 | ' | 7,000 | ' | 7,000 | 89,000 | -263,000 | 26,889,000 | 3,396,000 |
Tax benefit contributed by Finjan to former parent | ' | ' | ' | ' | ' | ' | ' | -263,000 | 1,564,000 | 2,704,000 |
Change in valuation allowance | ' | ' | ' | ' | ' | ' | ' | 2,230,000 | -422,000 | -6,226,000 |
Other Additional Capital [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefit relating to the utilization of NOLs | ' | ' | ' | ' | ' | ' | ' | ' | $1,563,807 | $2,704,437 |
Quarterly_Data_Schedule_of_Res
Quarterly Data - Schedule of Restated Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Effect of Fourth Quarter Events [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $152,000 | $394,000 | $198,000 | ' | ' | ' | ' | ' | $198,000 | ' | $592,000 | ' | $744,000 | ' | ' |
Cost of revenues | ' | 324,000 | 148,000 | ' | ' | ' | ' | ' | 148,000 | ' | 472,000 | ' | 762,000 | ' | ' |
Gross profit (loss) | -138,000 | 70,000 | 50,000 | ' | ' | ' | ' | ' | 50,000 | ' | 120,000 | ' | -18,000 | ' | ' |
Operating Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative | ' | 1,449,000 | 1,493,000 | ' | ' | 3,361,000 | 3,030,000 | ' | 2,339,000 | 3,200,000 | 3,788,000 | 6,561,000 | 6,689,000 | 2,759,000 | 1,818,000 |
Transaction costs | ' | ' | 790,000 | ' | ' | ' | ' | ' | 790,000 | ' | 790,000 | ' | 790,000 | ' | ' |
Total operating expense | ' | 1,449,000 | 2,283,000 | ' | ' | 3,361,000 | 3,030,000 | ' | 3,129,000 | 3,200,000 | 4,578,000 | 6,561,000 | 7,479,000 | 2,759,000 | 1,818,000 |
(Loss) income from operations | -3,040,000 | -1,379,000 | -2,233,000 | -846,000 | 3,802,000 | -3,361,000 | -3,030,000 | -170,000 | -3,079,000 | -3,200,000 | -4,458,000 | -6,561,000 | -7,497,000 | -2,759,000 | -1,818,000 |
Other Income, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on settlements, net of legal costs | ' | ' | 1,000,000 | ' | ' | 9,353,000 | ' | ' | 1,000,000 | ' | 1,000,000 | 9,353,000 | 1,000,000 | 77,353,000 | 24,908,000 |
Interest income | ' | 7,000 | 31,000 | ' | ' | 16,000 | 56,000 | ' | 111,000 | 117,000 | 118,000 | 133,000 | 153,000 | 164,000 | 3,124,000 |
Other income | ' | -4,000 | 17,000 | ' | ' | ' | 3,116,000 | ' | 17,000 | 3,116,000 | 13,000 | 3,116,000 | ' | ' | ' |
Total Other Income | 31,000 | 3,000 | 1,048,000 | 80,000 | 68,031,000 | 9,369,000 | 3,172,000 | 61,000 | 1,128,000 | 3,233,000 | 1,131,000 | 12,602,000 | 1,162,000 | 80,633,000 | 29,312,000 |
(Loss) income before provision for income taxes | ' | -1,376,000 | -1,185,000 | ' | ' | 6,008,000 | 142,000 | ' | -1,951,000 | 33,000 | -3,327,000 | 6,041,000 | -6,335,000 | 77,874,000 | 27,494,000 |
Provision for income taxes | ' | ' | 7,000 | ' | ' | 89,000 | ' | ' | 7,000 | ' | 7,000 | 89,000 | -263,000 | 26,889,000 | 3,396,000 |
Net (loss) income | -2,738,000 | -1,376,000 | -1,192,000 | -766,000 | 45,033,000 | 5,919,000 | 142,000 | -109,000 | -1,958,000 | 33,000 | -3,334,000 | 5,952,000 | -6,072,000 | 50,985,000 | 24,098,000 |
Earnings per Share Basic and Diluted | ($0.12) | ($0.06) | ($0.06) | ($0.04) | $2.19 | $0.29 | $0 | ($0.01) | ($0.09) | $0 | ($0.16) | $0.29 | ($0.28) | $2.48 | $1.17 |
Weighted average number of common shares outstanding Basic and Diluted | ' | 22,348,201 | 21,093,384 | ' | ' | 20,590,596 | 20,590,596 | ' | 20,843,379 | 20,590,596 | 21,350,498 | 20,590,596 | 21,601,974 | 20,590,596 | 20,590,596 |
Amounts Previously Reported [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effect of Fourth Quarter Events [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | 394,000 | 1,198,000 | ' | ' | 9,354,000 | 3,116,000 | ' | 1,198,000 | 3,116,000 | 1,593,000 | 12,469,000 | ' | 88,969,000 | 24,908,000 |
Cost of revenues | ' | 576,000 | 187,000 | ' | ' | 3,165,000 | 2,929,000 | ' | 553,000 | 2,929,000 | 1,129,000 | 6,094,000 | ' | 9,151,000 | 1,465,000 |
Gross profit (loss) | ' | -182,000 | 1,011,000 | ' | ' | 6,189,000 | 187,000 | ' | 645,000 | 187,000 | 464,000 | 6,375,000 | ' | 79,818,000 | 23,443,000 |
Operating Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative | ' | 1,197,000 | 1,719,000 | ' | ' | 197,000 | 101,000 | ' | 1,934,000 | 271,000 | 3,132,000 | 467,000 | ' | 2,108,000 | 353,000 |
Transaction costs | ' | ' | 790,000 | ' | ' | ' | ' | ' | 790,000 | ' | 790,000 | ' | ' | ' | ' |
Total operating expense | ' | 1,197,000 | 2,244,000 | ' | ' | 197,000 | 101,000 | ' | 2,724,000 | 271,000 | 3,922,000 | 467,000 | ' | 2,108,000 | 353,000 |
(Loss) income from operations | ' | -1,379,000 | -1,233,000 | ' | ' | 5,992,000 | 86,000 | ' | -2,079,000 | -84,000 | -3,458,000 | 5,908,000 | ' | 77,710,000 | 23,090,000 |
Other Income, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on settlements, net of legal costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest income | ' | 7,000 | 31,000 | ' | ' | 16,000 | 56,000 | ' | 111,000 | 117,000 | 118,000 | 133,000 | ' | 164,000 | 3,124,000 |
Other income | ' | -4,000 | 17,000 | ' | ' | ' | ' | ' | 17,000 | ' | 13,000 | ' | ' | ' | ' |
Total Other Income | ' | 3,000 | 48,000 | ' | ' | 16,000 | 56,000 | ' | 128,000 | 117,000 | 131,000 | 133,000 | ' | 164,000 | 4,404,000 |
(Loss) income before provision for income taxes | ' | -1,376,000 | -1,185,000 | ' | ' | 6,008,000 | 142,000 | ' | -1,951,000 | 33,000 | -3,327,000 | 6,041,000 | ' | 77,874,000 | 27,494,000 |
Provision for income taxes | ' | ' | 7,000 | ' | ' | 89,000 | ' | ' | 7,000 | ' | 7,000 | 89,000 | ' | ' | ' |
Net (loss) income | ' | ($1,376,000) | ($1,192,000) | ' | ' | $5,919,000 | $142,000 | ' | ($1,958,000) | $33,000 | ($3,334,000) | $5,952,000 | ' | $50,985,000 | $24,098,000 |
Earnings per Share Basic and Diluted | ' | ($0.06) | ($0.06) | ' | ' | $0.29 | $0 | ' | ($0.09) | $0 | ($0.16) | $0.29 | ' | $2.48 | $1.17 |
Weighted average number of common shares outstanding Basic and Diluted | ' | 22,348,201 | 21,093,384 | ' | ' | 20,590,596 | 20,590,596 | ' | 20,843,379 | 20,590,596 | 21,350,498 | 20,590,596 | ' | ' | ' |
Quarterly_Data_Schedule_of_Qua
Quarterly Data - Schedule of Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $152 | $394 | $198 | ' | ' | ' | ' | ' | $198 | ' | $592 | ' | $744 | ' | ' |
Gross profit (loss) | -138 | 70 | 50 | ' | ' | ' | ' | ' | 50 | ' | 120 | ' | -18 | ' | ' |
Loss from operations | -3,040 | -1,379 | -2,233 | -846 | 3,802 | -3,361 | -3,030 | -170 | -3,079 | -3,200 | -4,458 | -6,561 | -7,497 | -2,759 | -1,818 |
Other Income | 31 | 3 | 1,048 | 80 | 68,031 | 9,369 | 3,172 | 61 | 1,128 | 3,233 | 1,131 | 12,602 | 1,162 | 80,633 | 29,312 |
Net (loss) income | ($2,738) | ($1,376) | ($1,192) | ($766) | $45,033 | $5,919 | $142 | ($109) | ($1,958) | $33 | ($3,334) | $5,952 | ($6,072) | $50,985 | $24,098 |
Net (Loss) Income Per Share - Basic and Diluted | ($0.12) | ($0.06) | ($0.06) | ($0.04) | $2.19 | $0.29 | $0 | ($0.01) | ($0.09) | $0 | ($0.16) | $0.29 | ($0.28) | $2.48 | $1.17 |
Quarterly_Data_Schedule_of_Qua1
Quarterly Data - Schedule of Quarterly Financial Information (Parenthetical) (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jul. 31, 2011 | Aug. 31, 2009 | Sep. 30, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Patent Infringements [Member] | Patent Infringements [Member] | Patent Infringements [Member] | Patent Infringements [Member] | Amounts Previously Reported [Member] | Amounts Previously Reported [Member] | Amounts Previously Reported [Member] | Amounts Previously Reported [Member] | Amounts Previously Reported [Member] | Amounts Previously Reported [Member] | Amounts Previously Reported [Member] | Amounts Previously Reported [Member] | Amounts Previously Reported [Member] | Amounts Previously Reported [Member] | |||||||||||||
Effect of Fourth Quarter Events [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transaction costs related to the Reverse Merger | ' | $790,000 | ' | ' | ' | $790,000 | ' | $790,000 | ' | $790,000 | ' | ' | ' | ' | ' | ' | ' | $790,000 | ' | ' | $790,000 | ' | $790,000 | ' | ' | ' |
Second installment payment of licensing agreement | ' | 1,000,000 | ' | 9,353,000 | ' | 1,000,000 | ' | 1,000,000 | 9,353,000 | 1,000,000 | 77,353,000 | 24,908,000 | 34,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest income | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount awarded by jury to the company | ' | ' | $76,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $37,300,000 | $9,000,000 | $9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |