Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 02, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-33304 | ||
Entity Registrant Name | FINJAN HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-4075963 | ||
Entity Address, Address Line One | 2000 University Avenue, Suite 600 | ||
Entity Address, City or Town | East Palo Alto | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94303 | ||
City Area Code | 650 | ||
Local Phone Number | 282-3228 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 47,486,164 | ||
Entity Common Stock, Shares Outstanding | 27,685,554 | ||
Documents Incorporated by Reference | Portions of Finjan Holdings, Inc.’s Proxy Statement in connection with its Annual Meeting of Stockholders to be held in 2019 are incorporated by reference into Part III of this report. | ||
Entity Central Index Key | 0001366340 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
No Trading Symbol Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 18,304 | $ 32,011 |
Short term investments | 17,779 | 11,303 |
Accounts receivable | 0 | 2,550 |
Prepaid expenses and other current assets | 288 | 6,580 |
Total current assets | 36,371 | 52,444 |
Property and equipment, net | 462 | 99 |
Investments | 0 | 3,518 |
Intangible assets, net | 3,552 | 5,507 |
Deferred income taxes | 7,267 | 2,811 |
Right of use assets | 2,227 | |
Other assets, non-current | 214 | 214 |
Total Assets | 50,093 | 64,593 |
Current Liabilities: | ||
Accounts payable | 4,481 | 4,394 |
Accounts payable, related parties | 88 | 163 |
Accrued expenses | 260 | 394 |
Lease liability | 522 | |
Other liabilities, current | 2,000 | 1,500 |
Total current liabilities | 7,351 | 6,451 |
Lease liability, non-current | 1,786 | |
Other liabilities, non-current | 1,799 | 3,463 |
Total Liabilities | 10,936 | 9,914 |
Commitments and contingencies (Note 7) | ||
Stockholders’ Equity | ||
Preferred stock - $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2019 and 2018 | 0 | 0 |
Common stock - $0.0001 par value; 80,000,000 shares authorized; 27,650,926 and 27,568,656 shares issued and outstanding at December 31, 2019 and 2018 | 3 | 3 |
Additional paid-in capital | 29,502 | 28,534 |
Retained earnings | 9,652 | 26,142 |
Total Stockholders’ Equity | 39,157 | 54,679 |
Total Liabilities and Stockholders’ Equity | $ 50,093 | $ 64,593 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 80,000,000 | 80,000,000 |
Common stock, shares issued (in shares) | 27,650,926 | 27,568,656 |
Common stock, shares outstanding (in shares) | 27,650,926 | 27,568,656 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenues | $ 13,150 | $ 82,300 | $ 50,484 |
Cost of revenues | 1,931 | 15,271 | 6,008 |
Gross profit | 11,219 | 67,029 | 44,476 |
Operating Expenses: | |||
Selling, general and administrative | 31,675 | 32,190 | 28,596 |
Research and development | 1,955 | 2,094 | 1,473 |
Total operating expenses | 33,630 | 34,284 | 30,069 |
Income (loss) from operations | (22,411) | 32,745 | 14,407 |
Other Income / (Expense) | |||
Interest and other income | 816 | 319 | 27 |
Interest expense | (411) | (829) | 0 |
Loss from sale of investment | (679) | 0 | 0 |
Other expense | (23) | 0 | 0 |
Change in fair value of warrant liability | 0 | (3,445) | 2,217 |
Total other income (expense) | (297) | (3,955) | 2,244 |
Income (loss) before provision for income taxes | (22,708) | 28,790 | 16,651 |
Income tax provision (benefit) | (6,218) | 8,052 | (6,160) |
Net Income (Loss) | (16,490) | 20,738 | 22,811 |
Accretion of preferred stock | 0 | (925) | (4,882) |
Net income (loss) attributable to common stockholders | $ (16,490) | $ 19,813 | $ 17,929 |
Net income (loss) per share, basic (in dollars per share | $ (0.60) | $ 0.75 | $ 0.90 |
Net income (loss) per share, diluted (in dollars per share) | (0.60) | 0.73 | 0.87 |
Net income (loss) per share applicable to common stockholders, basic (in dollars per share) | (0.60) | 0.72 | 0.71 |
Net income (loss) per share applicable to common stockholders, diluted (in dollars per share) | $ (0.60) | $ 0.70 | $ 0.68 |
Weighted average common shares outstanding, basic (in shares) | 27,618,284 | 27,484,655 | 25,353,966 |
Weighted average common shares outstanding, diluted (in shares) | 27,618,284 | 28,416,512 | 26,269,727 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Series A Preferred Stock | Series A-1 Preferred Stock | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalSeries A Preferred Stock | Additional Paid-In CapitalSeries A-1 Preferred Stock | Retained Earnings / (Accumulated Deficit) |
Balance, beginning shares (shares) at Dec. 31, 2016 | 23,102,728 | |||||||
Balance, beginning amount at Dec. 31, 2016 | $ 886 | $ 2 | $ 18,140 | $ (17,256) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | $ 843 | 843 | ||||||
Exercise of stock options and vesting of RSUs (in shares) | 464,600 | |||||||
Exercise of stock options and vesting of RSUs | $ 229 | 229 | ||||||
Accretion of preferred stock | $ (292) | $ (4,590) | $ (292) | $ (4,590) | ||||
Issuance of warrants classified as a liability | (3,313) | (3,313) | ||||||
Sale of Common Stock (shares) | 4,140,000 | |||||||
Sale of Common Stock | 11,952 | $ 1 | 11,951 | |||||
Net Income (loss) | 22,811 | 22,811 | ||||||
Balance, ending shares (shares) at Dec. 31, 2017 | 27,707,328 | |||||||
Balance, ending amount at Dec. 31, 2017 | 28,526 | $ 3 | 22,968 | 5,555 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 1,593 | 1,593 | ||||||
Exercise of stock options and vesting of RSUs (in shares) | 547,820 | |||||||
Exercise of stock options and vesting of RSUs | 357 | 357 | ||||||
Accretion of preferred stock | 0 | (925) | $ (925) | |||||
Net Income (loss) | 20,738 | 20,738 | ||||||
Warrant liability reclassifications | 4,541 | 4,541 | ||||||
Shares repurchased (shares) | (686,492) | |||||||
Shares repurchased | (2,023) | (2,023) | ||||||
Balance, ending shares (shares) at Dec. 31, 2018 | 27,568,656 | |||||||
Balance, ending amount at Dec. 31, 2018 | 54,679 | $ 3 | 28,534 | 26,142 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 968 | 968 | ||||||
Exercise of stock options and vesting of RSUs (in shares) | 82,270 | |||||||
Accretion of preferred stock | $ 0 | $ 0 | ||||||
Net Income (loss) | (16,490) | (16,490) | ||||||
Balance, ending shares (shares) at Dec. 31, 2019 | 27,650,926 | |||||||
Balance, ending amount at Dec. 31, 2019 | $ 39,157 | $ 3 | $ 29,502 | $ 9,652 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities | |||
Net Income (loss) | $ (16,490) | $ 20,738 | $ 22,811 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities | |||
Depreciation and amortization | 2,038 | 1,800 | 815 |
Loss from sale of investment | 679 | 0 | 0 |
Amortization of discount and premium on investments | (261) | 1,483 | 0 |
Change in fair value of warrant liability | 0 | 3,445 | (2,217) |
Deferred income taxes | (4,456) | 2,712 | (6,201) |
Stock-based compensation expense | 968 | 1,593 | 843 |
Non-cash lease expense | 495 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 2,550 | 2,606 | (1,540) |
Prepaid expenses and other current assets | 6,292 | (6,029) | (152) |
Accrued expenses | (134) | (909) | (529) |
Accounts payable | 87 | (252) | 2,788 |
Accounts payable - related parties | (75) | 51 | 24 |
Accrued income taxes | 0 | (13) | 10 |
Lease liability | (485) | ||
Other liabilities | (1,093) | (1,624) | (66) |
Net Cash Provided by (Used in) Operating Activities | (9,885) | 25,601 | 16,586 |
Cash Flows From Investing Activities | |||
Purchase of intangible assets | 0 | (1,000) | (2,000) |
Purchases of additional investment | (700) | (900) | 0 |
Proceeds from sale of investment | 3,539 | 0 | 127 |
Purchases of marketable securities | (24,562) | (11,303) | 0 |
Redemption of marketable securities | 18,347 | 0 | 0 |
Purchase of property and equipment | (446) | 0 | 0 |
Net Cash Used in Investing Activities | (3,822) | (13,203) | (1,873) |
Cash Flows From Financing Activities | |||
Proceeds from the sale of Series A-1 Preferred shares, net of issuance costs | 0 | 0 | 14,375 |
Redemption of Preferred shares | 0 | (19,890) | (13,778) |
Proceeds from Common share offering, net of issuance costs | 0 | 0 | 11,952 |
Repurchase of Finjan Holdings shares | 0 | (2,023) | 0 |
Proceeds from exercise of stock options | 0 | 357 | 229 |
Net Cash Provided by (Used in) Financing Activities | 0 | (21,556) | 12,778 |
Net Increase (Decrease) in Cash and Cash Equivalents | (13,707) | (9,158) | 27,491 |
Cash and Cash Equivalents - Beginning | 32,011 | 41,169 | 13,678 |
Cash and Cash Equivalents - Ending | 18,304 | 32,011 | 41,169 |
Supplemental Disclosures of Cash Flow Information: | |||
Cash paid for income taxes | 0 | 10,700 | 30 |
Non-cash investing and financing activities: | |||
Series A-1 warrant liability | 0 | 0 | 3,313 |
Patent purchase in exchange for payable | 0 | 0 | 6,500 |
Changes in accounts receivable, adoption of ASC606 | (2,550) | (2,606) | 1,540 |
Reclassification of warrant liability to equity | 0 | 4,541 | 0 |
Series A Preferred Stock | |||
Non-cash investing and financing activities: | |||
Accretion of Preferred Stock | 0 | 0 | 292 |
Series A-1 Preferred Stock | |||
Non-cash investing and financing activities: | |||
Accretion of Preferred Stock | 0 | 925 | 4,590 |
Accounting Standards Update 2014-09 | |||
Changes in operating assets and liabilities: | |||
Accounts receivable | 0 | (2,550) | 0 |
Non-cash investing and financing activities: | |||
Changes in accounts receivable, adoption of ASC606 | 0 | 2,550 | 0 |
Changes in deferred tax, adoption of ASC606 | $ 0 | $ 678 | $ 0 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | ORGANIZATION AND OPERATIONSORGANIZATIONFinjan Holdings, Inc. (the “Company” or “Finjan Holdings”), a Delaware corporation, and its wholly owned subsidiaries, Finjan, Inc. (“Finjan”), Finjan Blue, Inc. ("Finjan Blue") and Finjan Mobile, Inc. ("Finjan Mobile") operates a cybersecurity business focused in three business lines: intellectual property licensing and enforcement, mobile security application development and investing in cybersecurity technologies and intellectual property. Licensing and enforcement of the Company's cybersecurity patent portfolio is operated, through its wholly-owned subsidiaries Finjan and Finjan Blue. Revenues and operations are concentrated in Finjan; other subsidiaries were immaterial to the consolidated financial statements for the years ended December 31, 2019, 2018 and 2017. The Company’s common stock has been trading on the NASDAQ Capital Market ("NASDAQ") since May 2014. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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. USE OF ESTIMATES The preparation of financial statements in conformity with US Generally Accepted Accounting Principles ("US 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, income taxes and valuation allowances against net deferred tax assets. 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 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. SHORT TERM INVESTMENTS Investments consist of U.S. Treasury Bills, which are classified as held-to-maturity, Certificates of Deposit and other Corporate Debt Securities. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. All of the Company’s investments mature within the next twelve months. Unrealized gains and losses are de minimis . As of December 31, 2019 and 2018, the carrying value of the Company’s U.S. Treasury Bills approximates their fair value due to their short-term maturities. CONCENTRATIONS OF CREDIT RISK The Company maintains substantially all of its cash and cash equivalents in financial institutions located in the United States. The Company also has certain bank accounts with minimal balances in Israel. 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, 2019, and 2018, substantially all of the Company’s cash and cash equivalents and short term investments are uninsured. During 2019, revenues generated by the Company were derived from 2 license agreements that the Company entered into with third parties in 2019. During 2018, revenues generated by the Company were derived from three license agreements that the Company entered into with third parties in 2018. Two licenses comprised 95% of the Company's revenue for 2018. During 2017, revenues generated by the Company were derived from six license agreements that the Company entered into with third parties in 2017. Two licenses comprised 67% of the Company's revenue for 2017. See “Note 9 - License, Settlement and Release Agreements.” 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. The Company did not record an allowance for doubtful accounts as of December 31, 2019 and 2018, respectfully. Bad debt expense for the years ended December 31, 2019, 2018 and 2017 was nil. PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the related assets, which range from 3 to 7 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. 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. INVESTMENTS 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, 2019 and 2018 are accounted for under the cost method. IMPAIRMENT OF LONG-LIVED ASSETS Intangible assets with finite lives are amortized over their estimated useful lives. The Company reviews these assets for impairment periodically or whenever potential indicators of impairment exist. The Company continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the estimate of fair value is based on the best information available as of the date of the assessment, is subjective and requires judgment, including management assumptions as deemed appropriate and would be based on generally accepted valuation methodologies. REVENUE RECOGNITION Effective January 1, 2018, the Company adopted Accounting Standard Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("Topic 606” or “ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Under ASC 605, revenues were 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. This guidance was followed prior to January 1, 2018. Under ASC 606 revenue is recognized when a customer obtains control of promised goods and services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services. In addition, the guidance requires disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The core principle of the standard is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company should apply the following five step model: l Identify the contract with the customer; l Identify the performance obligations in the contract; l Determine the transaction price; l Allocate the transaction price to the performance obligations in the contract; and l Recognize revenue when (or as) each performance obligation is satisfied. Revenue from the Company’s cybersecurity business results from grants of licenses to its patented cybersecurity technology and settlements reached from legal enforcement of the Company’s patent rights. Revenue is recognized at the point in time when the arrangement with the licensee has been signed and the license has been delivered. The total amount of the consideration received upon any settlement or judgment is allocated to each element based on the fair value of each element. Elements provided in either settlement agreements or judgments include, the value of a license, legal release and interest. Fair value of licensing agreements and royalty revenues, are recognized as revenues in the consolidated statement of operations. Elements not related to license agreements and royalty revenue in nature will be reflected in other income (expense), net in the consolidated statements of operations. 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 in other income (expense), net. 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 relative to full license fair value prior to the discount. RESEARCH AND DEVELOPMENT EXPENSE The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional services costs associated with the development of mobile security application products. SOFTWARE DEVELOPMENT COSTS Software development costs are expensed as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Software development costs incurred subsequent to achievement of technological feasibility were not material and were expensed as incurred during the years ended December 31, 2019, 2018 and 2017. FOREIGN CURRENCY Foreign currency denominated assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated into U.S. dollars using the exchange rates in effect at the balance sheet dates, and income and expenses are translated using average exchange rates during the period. Foreign currency translation gains (losses) were immaterial for the years ended December 31, 2019, 2018 and 2017. PREFERRED STOCK The Company accounts for the redemption premium and issuance costs on its preferred stock by recognizing changes in the redemption value immediately as they occur and adjusting the carrying value of the security to equal the redemption value at the end of each reporting period. This method views the end of the reporting period as if it were also the redemption date for the security. ACCOUNTING FOR WARRANTS The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). DERIVATIVE LIABILITIES In connection with the issuance of Series A-1 Preferred Stock in June 2017, the Company issued a warrant with variable consideration through September 2018. The Company determined that this instrument is an embedded derivative pursuant to ASC 815, “Derivatives and Hedging.” The accounting treatment of derivative financial instruments requires that the Company record the warrant, at its fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date through the expiration of the variable consideration. Any change in fair value is recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. On September 19, 2018, upon expiration of the variable consideration, the warrant liability of $4.5 million was reclassified to equity. The Monte Carlo Valuation model is used to estimate the fair value of the warrant. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the instrument granted. The risk-free interest rate used 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. The dividend yield is zero as the Company has not made any dividend payment and has no plans to pay dividends in the foreseeable future. The Company determines the expected term of its warrant awards by using the contractual term. The principal assumptions used in applying the model were as follows: Upon 2018 Expiration December 31, 2017 Assumptions: Risk-free interest rate 2.3% - 2.5% 1.5% - 2.0% Expected life 1.8 - 2.2 Years 2.5 - 3 Years Expected volatility 65% - 70% 50% - 60% Dividends 0% 0% FAIR VALUE OF FINANCIAL INSTRUMENTS The reported amounts of the Company’s financial instruments, including cash and cash equivalents, short term investments, 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. The Company classifies short term investments as available-for-sale investments within Level 2 in the fair value hierarchy as it uses alternative pricing sources and models using market observable inputs to determine their fair value. 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 and computed as follows: Years Ended 2019 2018 2017 (In thousands, except share and per share data) Numerator: Net income (loss) attributable to common stockholders $ (16,490) $ 19,813 $ 17,929 Denominator: Weighted-average common shares, basic 27,618,284 27,484,655 25,353,966 Weighted-average common shares, diluted* 27,618,284 28,416,512 26,269,727 Net income (loss) per common share: Basic: $ (0.60) $ 0.72 $ 0.71 Diluted: $ (0.60) $ 0.70 $ 0.68 * For the twelve months ended December 31, 2018, the diluted earnings per common share included the weighted average effect of 215,196 unvested Restricted Stock Units and 716,661 stock options that are potentially dilutive to earnings per share since the exercise price of such securities was less than the average market price during the period. For the twelve months ended December 31, 2017, the diluted earnings per common share included 438,712 unvested Restricted Stock Units and the weighted average effect of 477,048 stock options that are potentially dilutive to earnings per share since the exercise price of such securities was less than the average market price during the period. 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 were excluded from the computation of diluted net income (loss) per share because their inclusion would be anti-dilutive and consist of the following: December 31, 2019 2018 2017 Stock options 2,356,197 822,269 1,864,292 Restricted stock units 486,135 13,333 — Warrants 2,355,506 2,355,506 2,355,506 Total 5,197,838 3,191,108 4,219,798 STOCK-BASED COMPENSATION The Company measures compensation cost for all stock-based awards at their fair values on the date of grant. 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. INCOME TAXES The Company files consolidated income tax returns in the U.S. federal jurisdiction and is headquartered in California, formerly in New York. The federal and state income tax returns for the tax years 2013 and after remain subject to examination for federal and state taxes. The Company files state income tax returns for California and New York. 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, 2019, 2018 and 2017, an immaterial 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, 2019, 2018 and 2017. RECENT ACCOUNTING STANDARDS Adopted 2019: In August 2018, the SEC issued Release No. 33-10532 that amends and clarifies certain financial reporting requirements. The principal change to our financial reporting is the inclusion of the annual disclosure requirement of changes in stockholders’ equity in Rule 3-04 of Regulation S-X to interim periods. The Company adopted this guidance on January 1, 2019. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842). Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as “ASC 842”. The Company, using the modified retrospective approach with a cumulative-effect adjustment, - and recognized a right to use ("ROU") asset at the beginning of the period of adoption (January 1, 2019). Therefore, the Company recognized and measured operating leases on the consolidated balance sheet without revising comparative period information or disclosure. The Company elected the package of practical expedients permitted under the transition guidance within the standard, which eliminates the reassessment of past leases, classification and initial direct costs and treats short term leases of less than a year outside of a ROU asset. The Company has no financing leases. The adoption did not materially impact the Company’s Consolidated Statements of Operations or Cash Flows. Refer to Note 7, Commitments and Contingencies, for additional disclosures required by ASC 842. The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date (except we used the practical expedients and recorded the outstanding operating lease at January 1, 2019) based on the present value of lease payments over the lease term. As the Company’s lease did not provide an implicit interest rate, the Company used the equivalent borrowing rate for a secured financing with the term of that equal to the remaining life of the lease at inception. The lease terms used to calculate the ROU asset and related lease liability did not include options to extend or termination of the lease; there are none and there is no reasonable certainty that the Company would extend the lease at expiration. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense; there were no finance leases at this time which would be recognized as depreciation expense and interest expense. The Company has lease agreements which require payments for lease and non-lease components and has elected to account for these as a separate lease components. Non-leasing components are not included in the ROU asset. The Company adopted ASU 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception". Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The impact of this adoption was immaterial on the Company's consolidated financial statements and related disclosures. Not Yet Adopted as of December 31, 2019 In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”), which eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. Adoption of this guidance is required for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating this guidance and the impact of this update on the Company's consolidated financial statements. Other recent accounting standards that have been issued or proposed by 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. |
Short Term Investments
Short Term Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Short Term Investments | SHORT TERM INVESTMENTS The Company's short term investments are classified as below with maturities of twelve months or less, unrealized gains and losses were immaterial for the periods presented: December 31 2019 2018 (in thousands) Government $ 1,012 $ — Asset Backed 4,854 1,786 Industrial 5,034 2,381 Financial 6,879 7,136 $ 17,779 $ 11,303 |
Prepaid Expenses And Other Curr
Prepaid Expenses And Other Current Assets & Patents And Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Prepaid Expenses And Other Current Assets & Patents And Intangible Assets | PREPAID EXPENSES AND OTHER CURRENT ASSETS & PATENTS AND INTANGIBLE ASSETS Prepaid Expenses and Other Current Assets The components of prepaid expenses and other current assets are as presented below: As of December 31, 2019 2018 (in thousands) Prepaid income taxes $ — $ 5,429 Other prepaid expenses and other current assets 288 1,151 $ 288 $ 6,580 During 2019, tax refunds from the Internal Revenue Service of $5.0 million were received for the prepayment made during 2018. Patents and Intangible Assets The Company owns or possesses licenses to use its patents. The costs of maintaining the patents are expensed as incurred. The Company and Finjan Blue entered into a Patent Assignment and Support Agreement (the “Patent Assignment Agreement”) with IBM effective as of August 24, 2017 (see "Note 7 - Commitments and Contingencies"). Pursuant to the Patent Assignment Agreement, Finjan Blue acquired select IBM patents in the security sector. In accordance with ASC 350-30-35-2 through 35-4, Intangibles-Goodwill and Other, the Company determined that the useful life of the patents acquired under the Patent Assignment and Support Agreement should be amortized over the four On May 15, 2018, Finjan Blue, entered into a second agreement with IBM (the “May 2018 Patent Assignment Agreement”). Pursuant to the May 2018 Patent Assignment Agreement, Finjan Blue acquired 56 select issued and pending IBM patents in the security sector. The terms of the May 2018 Patent Assignment Agreement are confidential. In accordance with ASC 350-30-35-2 through 35-4, Intangibles-Goodwill and Other, the Company determined that the useful life of the patents acquired under the May 2018 Patent Assignment Agreement should be amortized over five years as the covenants between the parties are effective for that period. Management did not identify any triggering events which would have necessitated an impairment change. The components of these intangible assets are as follows: As of December 31, 2019 2018 (in thousands) Patents $ 26,069 $ 26,069 Less accumulated amortization (22,517) (20,562) Intangible assets, net $ 3,552 $ 5,507 Amortization expense for the years ended December 31, 2019, 2018 and 2017 was approximately $2.0 million, $1.8 million, and $0.8 million, respectively. As of December 31, 2019, future amortization costs will be recognized as follows (in thousands): Year ending December 31, 2020 $ 1,954 2021 1,325 2022 200 2023 73 $ 3,552 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments [Abstract] | |
Investments | INVESTMENTSIn November 2013, the Company made a $5.0 million commitment to invest in a fund managed by Jerusalem Venture Partners ("JVP"). JVP’s newly created Cyber Strategic Partners Fund VII was co-invested by the Company and three other multi-national companies. In June 2015, the Company received $1.3 million in distribution from JVP. Following cash calls during 2019 and 2018, the Company funded additional investments in JVP of $0.7 million and $0.9 million, respectively.On December 31, 2019, the Company completed the sale of its interest in JVP, pursuant to a Partnership Interest Purchase Agreement (the “Purchase Agreement”). In connection with the sale, the Company received $3.5 million in cash and recorded a loss of $0.7 million which is included in loss from sale of investment in the accompanying consolidated statement of operations. The Company’s remaining $1.1 million capital commitment to JVP was assumed by the purchasers pursuant to the Purchase Agreement. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Other Liabilities | OTHER LIABILITIES As described in Note 4, the Company and Finjan Blue entered into a Patent Assignment Agreement with IBM. The components of other liabilities are as presented below: As of December 31, 2019 2018 (In thousands) Other liabilities, current $ 2,000 $ 1,500 Other liabilities, non-current 1,799 3,463 $ 3,799 $ 4,963 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES OPERATING LEASES On July 19, 2018, the Company entered into an office lease agreement for its headquarters commencing October 1, 2018 through June 2023. The annual rent is approximately $0.7 million, payable in equal monthly installments, unless earlier terminated by either party in accordance with the lease. The annual rent is subject to an approximate 3.5% increase at each anniversary of the commencement date during the term of the agreement. The agreement also required a security deposit of $0.2 million, which is included in other assets, non-current in the accompanying consolidated balance sheets. During 2019, the Company had two sub-lease arrangements with related parties that have lease terms that are month-to-month based on the legally enforceable terms of the agreements as of January 1, 2019. In accordance with ASC 842-10-55-12, leases between related parties should be classified in accordance with the lease classification criteria applicable to all other leases on the basis of the legally enforceable terms and conditions of the lease. As a result, the Company elected not to apply the recognition requirements of ASC 842 for short-term leases, however, the lease costs that pertain to the short-term leases are disclosed in the components of lease costs table below. At December 31, 2019 one sub-lease remains. The balance sheet classification of the Company’s right-of-use asset and lease liabilities was as follows (in thousands): December 31, 2019 Operating lease right of use assets $ 2,227 Operating lease liabilities Current portion included in current liabilities 522 Long term portion included in non-current liabilities 1,786 Total Operating lease liabilities $ 2,308 The components of lease expenses, net which were included in Total expenses in the Company’s consolidated statements of operations, were as follows (in thousands): December 31, 2019 Operating lease cost $ 792 Variable lease cost $ — Short term lease income $ (237) $ 555 Cash paid for amounts included in the measurement of lease liabilities for the twelve months ended December 31, 2019 was $0.8 million and was included in net cash provided by (used in) operating activities in the Company's consolidated statement of cash flows. Upon the adoption of ASC 842 on January 1, 2019, the Company increased non-cash balances of operating lease right-of- use assets and operating lease liabilities by $2.7 million and $2.8 million, respectively. A non-cash lease expense of $0.5 million was included in adjustments to reconcile net loss to net cash used in operating activities in the consolidated statements of cash flows. As of December 31, 2019, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Year ending December 31, 2020 $ 773 2021 801 2022 829 2023 425 Total lease payments $ 2,828 Less: present value adjustment (520) Operating lease liabilities $ 2,308 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at the date of adoption of ASC 842. As of December 31, 2019, the weighted average remaining lease term is 3.5 years and the weighted average discount rate used to determine the operating lease liabilities was 11%. For the years ended December 31, 2019, 2018 and 2017, aggregate rent expense was approximately $0.8 million, $0.6 million and $0.7 million, respectively . Rental income was approximately $0.2 million for each of the years ended December 31, 2019, 2018 and 2017. Sublease income is recorded as a reduction in rental expense. Future minimum lease payments to be received under existing sublease agreement as of December 31, 2019 is immaterial. CONTRACTUAL OBLIGATIONS Finjan Mobile On April 21, 2017, the Company and Finjan Mobile, a wholly-owned subsidiary of the Company, entered into a Confidential Avira VPN Platform Distribution Agreement (the “Distribution Agreement”) with Avira, Inc., a Delaware corporation (“Avira”). Pursuant to the Distribution Agreement, Avira will provide its Virtual Private Network (“VPN”) platform and technical support (“VPN Platform”) to Finjan Mobile, and Finjan Mobile will use the VPN Platform as part of its Vital Security™ suite of product offerings. Avira also granted Finjan Mobile related license rights in connection with the Distribution Agreement and starting July 1, 2017, Finjan Mobile will pay Avira $3.9 million in fees under the Distribution Agreement, payable in 12 quarterly installments of $0.3 million over 3 years. The Company has analyzed the terms of the agreement and has accounted for the transaction as a service agreement, to be expensed over the service period. As of December 31, 2019, the Company has a $0.7 million contractual obligation due over the next 2 quarters. Finjan Blue As described in Note 4, pursuant to the Patent Assignment Agreement, Finjan Blue acquired select IBM patents in the security sector (the “IBM Security Patents”) in exchange for $8.5 million cash, payable as follows: (i) $2.0 million upon execution of the Patent Assignment Agreement and (ii) $6.5 million over the subsequent four years. The Company’s initial $2.0 million payment was made on August 24, 2017, a second payment on August 24, 2018 and a third payment on September 9, 2019. As of December 31, 2019, the Company has a $4.0 million obligation due over the next 2 years, which has been recorded at its present value as a component of other liabilities on the accompanying consolidated balance sheets. IBM will support Finjan Blue in its development and licensing of the IBM Security Patents and provide assistance for such efforts as needed for the term of the Agreement and Finjan Blue will reimburse IBM for reasonable time and out of pocket costs for such assistance, however IBM will not receive further proceeds from such efforts. IBM does have reservation of rights with respect to the IBM Security Patents for its current licensees and open source initiatives. |
Litigation, Claims and Assessme
Litigation, Claims and Assessments | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation, Claims and Assessments | LITIGATION, CLAIMS AND ASSESSMENTS A. United States District Court Actions Finjan, Inc. v. Palo Alto Networks, Inc., Case No. 4:14-cv-04908-PJH (N.D. Cal.) Finjan filed a patent infringement lawsuit against Palo Alto Networks, Inc. (“Palo Alto Networks”) in the United States District Court for the Northern District of California on November 4, 2014, asserting that Palo Alto Networks is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 6,804,780; 6,965,968; 7,058,822; 7,418,731; 7,613,918; 7,613,926; 7,647,633; 8,141,154; 8,225,408; and 8,677,494 (the "Asserted Patents") through the manufacture, use, importation, sale, and/or offer for sale of its products and services, including but not limited to Next-Generation Security Platform, Next-Generation Firewall, Virtualized Firewall, WildFire Subscription, WildFire Platform, URL Filtering Subscription, Threat Prevention Subscription, and Advanced EndPoint Protection. Finjan seeks entry of judgment that Palo Alto Networks has infringed, is infringing, has induced infringement and is inducing infringement of the Asserted Patents, a preliminary and permanent injunction from infringing, or inducing the infringement of the Asserted Patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. §285. This action is before the Honorable Phyllis J. Hamilton. Palo Alto Networks filed its Answer and Counterclaims on December 31, 2015. Palo Alto Networks filed several petitions for IPR's before the PTAB. The PTAB instituted review of certain patents and denied institution on other challenged patents. On May 26, 2016, the Court ordered a stay to remain in effect until the PTAB’s final determination of the instituted IPRs, and the matter remains stayed pending appeal. For particulars of the pending IPR proceedings, see Section B of this Note, “ Inter Partes Review Proceedings,” case numbers IPR 2015-01979, IPR2016-00151, and IPR2016-00159. The parties will file a joint status report within seven (7) days of final determination on the instituted IPRs, including any appeals, informing the Court of the status of the IPR decisions. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. ESET, LLC et al., Case No. 3:17-cv-00183-CAB (S.D. Cal.) Finjan filed a patent infringement lawsuit against ESET, LLC and ESET SPOL S.R.O. (collectively "ESET") in the United States District Court for the Northern District of California (Case No. 3:16-cv-03731-JD (N.D. Cal.)) on July 1, 2016, asserting that ESET infringes Finjan’s U.S. Patent Nos. 6,154,844; 6,804,780; 7,975,305; 8,079,086; 9,189,621; and 9,219,755 (the "Asserted Patents") through the manufacture, use, importation, sale, and/or offer for sale of its products and services, including but not limited to, ESET ThreatSense, ESET Advanced Heuristic, ESET DNA Signature, Host-based Intrusion Prevention System (HIPS), and ESET LiveGrid technologies including ESET’S Home Protection, Small Office, and Business product lines and ESET Services. Finjan seeks entry of judgment that ESET has infringed and is infringing the Asserted Patents, a preliminary and permanent injunction from the infringement of the same patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. § 285. The case was transferred to the Southern District of California on January 31, 2017. This action is before the Honorable Cathy Ann Bencivengo. Details on procedures prior to December 2018 are disclosed in Note 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The Court’s prior Scheduling Order set a trial date of October 29, 2019. On July 30, 2019, ESET filed an Ex Parte Motion to Amend the Scheduling Order, due to ESET’s trial counsels’ move to another law firm, and on July 31, 2019, the Court granted ESET’s motion and vacated “all pending deadlines and hearing dates.” On September 24, 2019, the Court issued an Order concerning the parties’ dispositive and Daubert motions, denying some motions, providing tentative rulings on others, and requesting oral argument on the remaining, which the Court heard on September 26, 2019. On October 16, 2019, the Court issued its Order on Motions for Summary Judgment and Motions to Exclude or Strike. On November 11 and 13, 2019 the parties filed motions for reconsideration of the Court’s summary judgment orders. On December 23, 2019 the Court denied Finjan’s Motion for Reconsideration. On December 30, 2019 the Court granted in-part and denied in-part ESET’s Motion for Reconsideration. On January 10, 2020 the Court ordered a Mandatory Settlement Conference be held on February 10, 2020. The settlement conference was held in person before the Honorable Magistrate Judge Bernard G. Skomal and did not result in any resolution between the parties at that time. A pretrial conference and motion in limine hearing was held on February 21, 2020, the Pretrial Order was entered on February 25, 2020, and the jury trial is to commence on March 9, 2020. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. Cisco Systems, Inc., Case No. 5:17-cv-00072-BLF (N.D. Cal.) Finjan filed a patent infringement lawsuit against Cisco Systems, Inc. (“Cisco”) in the United States District Court for the Northern District of California on January 6, 2017, asserting that Cisco infringes certain claims of Finjan’s U.S. Patent Nos. 6,154,844; 6,804,780; 7,647,633; 8,141,154; and 8,677,494 (the "Asserted Patents") through the manufacture, use, importation, sale, and/or offer for sale of its products and services, including but not limited to, Cisco’s Advanced Malware Protection, Cisco Collective Security Intelligence, Cisco Outbreak Filters, Talos Security Intelligence and Research Group, and AMP Threat Grid technologies, including Cisco AMP for Endpoints, Cisco AMP for Networks (also referred to by Cisco as “NGIPS”), Cisco AMP for ASA with FirePOWER Services, Cisco AMP Private Cloud Virtual Appliance, Cisco AMP for CWS, ESA, or WSA, Cisco AMP for Meraki MX, Cisco AMP Threat Grid. Finjan seeks entry of judgment that Cisco has infringed and is infringing the Asserted Patents, a preliminary and permanent injunction from infringing the Asserted Patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. § 285. This action is before the Honorable Beth Labson Freeman. Details on procedures prior to December 2018 are disclosed in Note 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. On February 5, 2019, the Court issued an Order Construing Additional Claims in U.S. Patent Nos. 6,154,844; 6,804,780; and 7,647,633. On April 15, 2019, Cisco filed a Motion for Reconsideration of the Court’s Order Construing Additional Claims with respect to Patent No. 7,647,633, and on April 30, 2019, the Court granted Cisco’s Motion for Reconsideration. On May 7, 2019, the Court issued an Order modifying the dates for summary judgment briefing, so that the opening summary judgment briefs were filed on October 22, 2019, oppositions on November 12, 2019, and replies on November 26, 2019. Finjan filed a motion for summary judgment of validity of U.S. Patent Nos. 6,154,844, 7,647,633, and 8,677,494, and Cisco filed a partial motion for summary judgment of non-infringement of U.S. Patent Nos. 6,804,780, 7,647,633, and 8,141,154, and of no pre-suit damages. The hearing on summary judgment motions was held on January 9, 2020. On February 3, 2020, the Court denied Finjan’s Motion for Summary Judgement of validity. The final pretrial conference is scheduled for April 30, 2020 and a jury trial is scheduled to commence on June 1, 2020. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. ESET SPOL S.R.O. et al., Docket Nos. 2 Ni 53/16 (EP). 4c O 33/16 (German Litigations) Finjan filed a patent infringement lawsuit against ESET SPOL. S.R.O., a Slovak Republic Corporation, and ESET Deutschland GmbH (collectively “ESET”) in the Düsseldorf District Court of Germany on July 1, 2016, asserting that ESET infringed Finjan’s European Patent No. 0 965 094 B1 (“the ‘094 Patent”), through the offering and/or delivering to customers in the Federal Republic of Germany software products including ESET’s ThreatSense, ESET Advanced Heuristic, ESET DNA Signature, ESET LiveGrid technologies, including ESET’s Home Users, Small Office, and Business product lines and ESET services. Finjan has sought cease and desist orders against both defendants for offering or delivering the challenged products, under penalty of a fine for each violation of such orders, for orders providing Finjan with profit information regarding the challenged products, and for damages which Finjan has suffered or shall suffer as a result of ESET offering or delivering the challenged products since November 1, 2008. The infringement hearing was held on October 5, 2017. On November 24, 2016, ESET filed a nullity action with the Federal German Patent Court (the “Court”). On November 9, 2017, the Düsseldorf District Court issued a formal order to take evidence through the opinion of a court-appointed expert. The infringement proceedings in the Düsseldorf District Court were later stayed pending resolution in the nullity action. Finjan responded to the nullity action contesting the nullity action completely and requesting the Court to reject the action and impose the cost of the proceedings to the claimant. The nullity hearing was held on November 29, 2018, and the Court issued its decision in German determining the claims at issue to be unpatentable. Finjan filed an appeal of the Court’s judgment with the Federal Court of Justice of Germany on April 25, 2019, and its Appeal Brief on July 25, 2019. ESET’s Reply to the Appeal Brief was filed on November 29, 2019. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. SonicWall, Inc., Case No. 5:17-cv-04467-BLF (N.D. Cal.) Finjan filed a patent infringement lawsuit against SonicWall, Inc. (“SonicWall”) in the United States District Court for the Northern District of California on August 4, 2017, asserting that SonicWall is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 6,154,844; 7,058,822; 6,804,780; 7,613,926; 7,647,633; 8,141,154; 8,677,494; 7,975,305; 8,225,408; and 6,965,968 (the "Asserted Patents") through the manufacture, use, sale, importation, and/or offer for sale of its products and services, including but not limited to, Appliance Products utilizing Capture ATP and/or Gateway Security Services and Email Security Products utilizing Capture ATP and/or Gateway Security Services. Finjan seeks entry of judgment that SonicWall has infringed and is infringing the Asserted Patents, a preliminary and permanent injunction from infringing the Asserted Patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. § 285. This action is before the Honorable Beth Labson Freeman. Details on procedures prior to December 2018 are disclosed in Note 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. A claim construction hearing was held on March 1, 2019, and the Court issued an Order Construing Claims in U.S. Patent Nos. 6,154,844; 6,965,968; 7,058,822; 7,613,926; 7,647,633; and 8,225,408 on March 26, 2019. On April 30, 2019, SonicWall filed a motion for leave to Conduct Additional Claim Construction Proceedings, which the Court denied on May 7, 2019. The parties participated in a court-ordered mediation on September 18, 2019, without resolution. On October 3, 2019, SonicWall filed a motion for leave to Conduct Additional Claim Construction Proceedings, which Finjan opposed on October 7, 2019. On October 11, 2019, the Court granted in part SonicWall's motion for leave to conduct additional claim construction proceedings, and set a Markman hearing for January 17, 2020. On December 12, 2019, the Court vacated the January 17, 2020 Markman hearing pursuant to stipulation between the parties. A final pretrial conference is scheduled for March 18, 2021, and a jury trial to commence on May 3, 2021. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. Bitdefender Inc., et al., Case No. 4:17-cv-04790-HSG (N.D. Cal.) Finjan filed a patent infringement lawsuit against Bitdefender Inc. and Bitdefender S.R.L. (“Bitdefender”) in the United States District Court for the Northern District of California on August 16, 2017, asserting that Bitdefender is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 6,804,780; 7,930,299; 8,141,154; and 8,677,494 (the "Asserted Patents") through the manufacture, use, sale, importation, and/or offer for sale of its products and services, including but not limited to, Total Security, Family Pack, Internet Security, Antivirus Plus, Security for XP and Vista, Antivirus for Mac, Mobile Security, GravityZone Enterprise Security, GravityZone Elite Security, GravityZone Advanced Business Security, GravityZone Business Security, Hypervisor Introspection, Security for AWS, Cloud Security for MSP, GravityZone for xSP, and BOX. Finjan seeks entry of judgment that Bitdefender has infringed and is infringing the Asserted Patents, a preliminary and permanent injunction from infringing the Asserted Patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. § 285. This action is before the Honorable Haywood S. Gilliam, Jr. Details on procedures prior to December 2018 are disclosed in Note 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. A claim construction hearing was held on June 6, 2018. A Claim Construction Order issued on February 14, 2019 and a further case management conference was held on March 12, 2019. On June 18, 2019, Bitdefender filed a Motion to Amend/Correct Counterclaims, Finjan opposed the motion on July 2, 2019, and on July 9, 2019, Bitdefender replied. The matter was taken under submission by the Court. Pursuant to the Court’s Scheduling Order, dispositive motions were filed on November 7, 2019, oppositions on December 5, 2019, and replies on December 19, 2019. A jury trial was set to commence on April 6, 2020. On January 23, 2020, the parties filed a Joint Stipulation of Dismissal with Prejudice pursuant to a confidential settlement agreement between the parties, which the Court granted on the same day. Finjan, Inc. v. Juniper Networks, Inc., Case No. 3:17-cv-05659-WHA (N.D. Cal.) Finjan filed a patent infringement lawsuit against Juniper Networks, Inc. (“Juniper”) in the United States District Court for the Northern District of California on September 29, 2017, asserting that Juniper is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 6,154,844; 6,804,780; 7,647,633; 7,613,926; 8,141,154; 8,677,494; 7,975,305; and 8,225,408 (the “Asserted Patents”) through the manufacture, use, sale, importation, and/or offer for sale of its products and services, including but not limited to, SRX Gateways, SRX Gateways using Sky ATP, and Contrail. Finjan seeks entry of judgment that Juniper has infringed and is infringing the Asserted Patents, has and is inducing infringement, a preliminary and permanent injunction from infringing the Asserted Patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. § 285. This action was before the Honorable William H. Alsup. Details on procedures prior to January 2019 are disclosed in Note 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. On January 10, 2019, subsequent to the December 2018 trial and jury verdict concerning the ‘494 Patent, the parties filed and briefed Motions for Judgment as a Matter of Law (“JMOL”). On March 11, 2019, the Court denied Finjan’s motion for JMOL, a new trial, and certification for interlocutory appeal, and held Juniper’s renewed motion for JMOL in abeyance. A trial for Juniper’s equitable defenses, counterclaims, and Section 101 defense was set for July 29, 2019, but was subsequently vacated. On March 28, 2019, Juniper filed a Motion for Sanctions, and on March 29, 2019, Finjan filed a Rule 60(b) Motion for Relief from Judgment. Hearings on these motions were heard on May 9, 2019. On May 22, 2019, the Court issued an Order denying Finjan’s Rule 60(b) motion, and held in abeyance Juniper’s motion for sanctions. The second round of early summary judgment motions were briefed during February, March, and April, with a hearing on May 2, 2019. Finjan moved for summary judgment of infringement of Claim 1 of the ‘154 Patent, and Juniper moved for summary judgment of non-infringement of Claim 9 of the ‘780 Patent. On May 8, 2019 the Court denied Finjan’s motion, granted Juniper’s motion, issued an Order to Show Cause why summary judgment should not be granted regarding Claim 1 of the ‘154 Patent, and set a jury trial to commence on October 21, 2019. The parties filed responses to the Order to Show Cause, and filed respective replies to the same. On June 19, 2019, the Court entered the Fourth Amended Case Management Order setting a hearing on summary judgment motions for September 12, 2019, a hearing on Daubert motions for October 3, 2019, and a pretrial conference for October 9, 2019. A court-ordered settlement conference was held before U.S. Magistrate Judge Nathanael M. Cousins on July 9, 2019. On July 23, 2019, the Court issued an Order re the Order to Show Cause granting summary judgment of noninfringement of Claim 1 of the ‘154 Patent. On August 2, 2019, the parties filed a Joint Stipulation of Dismissal with Prejudice with respect to specific patents, claims, and counterclaims. On August 6, 2019, the Court issued an Order re Proposed Judgment, requesting the parties to jointly file a proposed judgment, and on August 8, 2019 the parties filed competing proposed judgments. On August 13, 2019, the Court entered Judgment in the case. On September 9, 2019, Finjan filed a Notice of Appeal to the Court of Appeals for the Federal Circuit (19-2405). Finjan’s Opening Brief was filed on December 18, 2019, Juniper’s Response is due on March 27, 2020, and the projected date for Finjan’s Reply is April 17, 2020. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. Zscaler, Inc., Case No. 3:17-cv-06946-JST (N.D. Cal.) Finjan filed a patent infringement lawsuit against Zscaler, Inc. (“Zscaler”) in the United States District Court for the Northern District of California on December 5, 2017, asserting that Zscaler is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 6,804,780; 7,647,633; 8,677,494; and 7,975,305 (the "Asserted Patents") through the manufacture, use, sale, importation, and/or offer for sale of its products and services, including, but not limited to, Zscaler’s Internet Access Bundles (including Professional, Business, and Transformation), Private Access Bundle (including Professional Business, and Enterprise), Zscaler Enforcement Node (“ZEN”), Secure Web Gateway, Cloud Firewall, Cloud Sandbox, and Cloud Architecture products and services. Finjan seeks entry of judgment that Zscaler has and continues to infringe the Asserted Patents, has and continues to induce infringement, a preliminary and permanent injunction from infringing the Asserted Patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty, enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. § 285. This action is before the Honorable Jon S. Tigar. Zscaler filed its Answer and Counterclaims on February 12, 2018, and its Amended Answer and Counterclaims on March 19, 2018. On April 2, 2018, Finjan filed an Answer to Zscaler’s Counterclaim. On March 21, 2019, Zscaler filed a Motion to Stay the case, Finjan filed its Opposition on April 4, 2019, and Zscaler filed its Reply on April 11, 2019. The Court set a claim construction tutorial for May 14, 2019, and a claim construction hearing for May 28, 2019. A summary judgment hearing was scheduled for November 18, 2019. On May 1, 2019, the parties filed a Joint Stipulation of Dismissal with Prejudice pursuant to a confidential settlement agreement between the parties, which the Court granted on the same day. Finjan, Inc. v. Trustwave Holdings, Inc., C.A. No. N18C-04-006 WCC-CCLD (Del. Super. Ct.) Finjan filed a breach of contract lawsuit against Trustwave Holdings, Inc. (“Trustwave”) in the Superior Court of Delaware on April 4, 2018, asserting that Trustwave breached a patent licensing agreement with Finjan by failing to pay owed royalties, failing to comply with audit procedures as provided by that licensing agreement, and for failing to pay for that audit. Finjan seeks entry of judgment that Trustwave be ordered to pay damages due to the breach of the agreement and the cost of the audit, including interest, and that Finjan be awarded attorneys’ fees. This action is before the Honorable William C. Carpenter, Jr. Trustwave moved to dismiss the Complaint on June 8, 2018, and a hearing on the Motion to Dismiss was heard on November 19, 2018. On February 11, 2019, Judge Carpenter issued an Order denying Trustwave’s Motion to Dismiss and permitting Finjan’s Breach of Contract suit to proceed. On February 19, 2019, Trustwave filed its Answer and Affirmative Defenses to Finjan’s Complaint. A schedule has not yet been set in the case. Discovery is ongoing. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. Check Point et al., Case No. 3:18-cv-02621-WHO (N.D. Cal.) Finjan filed a patent infringement lawsuit against Check Point Software Technologies Inc. and Check Point Software Technologies Ltd. (collectively “Check Point”) in the United States District Court for the Northern District of California on May 3, 2018, asserting that Check Point is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 6,154,844; 6,965,968; 7,418,731; 7,647,633; 8,079,086; 8,141,154; and 8,677,494 (the “Asserted Patents”) through the manufacture, use, sale, importation, and/or offer for sale of its products and services, including, but not limited to, Check Point’s Next Generation Firewall and Security Gateway products, Blade products, CloudGuard products, Endpoint Protection products, Advanced Threat Prevention products, Mobile Security products, ZoneAlarm products, Threat Intelligence products, Security Management and Policy Management products, ThreatCloud Managed Security Service products, Smart-1 Appliance products, products using SandBlast technology, and products utilizing the Gaia Operating System. Finjan seeks entry of judgment that Check Point has infringed, is infringing, has induced infringement and is inducing infringement of the Asserted Patents, a preliminary and permanent injunction from infringing, or inducing the infringement of the Asserted Patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. § 285. This action is before the Honorable William H. Orrick. On July 16, 2018, Check Point Software Technologies Inc. filed its Answer. A case management conference was held on August 14, 2018. On November 21, 2018, Check Point Software Technologies Inc. filed its Amended Answer. On December 5, 2018, Finjan filed a Motion to Strike Check Point’s Affirmative Defenses of lack of standing for the ‘154 Patent, prosecution laches, and inequitable conduct for the ‘154 and ‘494 Patents. On January 8, 2019, Check Point Software Technologies Ltd. filed its answer and affirmative defenses. On January 25, 2019, the Court granted Finjan’s Motion to Strike Check Point’s Affirmative Defenses of lack of standing and prosecution laches with leave to amend its prosecution laches defense and denied the Motion to Strike with respect to inequitable conduct. On February 12, 2019, Check Point filed a Motion for Leave to Amend its Answer and Affirmative Defenses to include inequitable conduct defenses for the ‘086, ‘633, and ‘844 Patent, and unenforceability defense based on a terminal disclaimer filed for the ‘086 Patent. Finjan’s Opposition was filed on February 26, 2019, and Check Point’s Reply was filed on March 5, 2019. On April 2, 2019, the Court issued an Order granting Check Point’s Motion for Leave to Amend its Answer and Affirmative Defenses, and on April 3, 2019, Check Point filed its Second Amended Answer and Affirmative Defenses. Between May and November 2019, the parties engaged in briefing regarding Check Point’s motions to strike Finjan’s amended infringement contentions. The Court issued an order on January 17, 2020 granting in part the motion to strike Finjan’s second amended infringement contentions. The Court also issued a notice of intent to appoint a special master to address the remainder of the dispute and on February 14, 2020 appointed Magistrate Elizabeth Laporte as the special master.. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. Rapid7, Inc. et al. , Case No. 1:18-cv-01519-MN (D. Del) Finjan filed a patent infringement lawsuit against Rapid7, Inc. (“Rapid7”) in the United States District Court for the District of Delaware on October 1, 2018, asserting that Rapid7 is directly and indirectly infringing certain claims of Finjan’s U.S. Patent Nos. 7,757,289; 7,613,918; 7,975,305; 8,079,086; 8,141,154; 8,225,408; and 8,677,494 (the “Asserted Patents”) through the manufacture, use, sale, importation, and/or offer for sale of its products and services, including, but not limited to, Rapid7’s InsightIDR, InsightVM (Nexpose), InsightAppSec, AppSpider, and Metasploit and Komand technologies, including Rapid7 Insight Platform products. Finjan seeks entry of judgment that Rapid7 has infringed, is infringing, has induced infringement and is inducing infringement of the Asserted Patents, a preliminary and permanent injunction from infringing, or inducing the infringement of the Asserted Patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. § 285. This action is before the Honorable Maryellen Noreika. The Court held claim construction hearings on January 15 and January 22, 2020 and issued a claim construction order on February 25, 2020. The deadline for dispositive and Daubert motions is August 7, 2020, a pretrial conference is set for February 8, 2021, and trial for February 22, 2021. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. Fortinet, Inc., Case No. 3:18-cv-06555-JD (N.D. Cal.) Finjan filed a patent infringement lawsuit against Fortinet, Inc. (“Fortinet”) in the United States District Court for the Northern District of California on October 26, 2018, asserting that Fortinet infringes certain claims of Finjan’s U.S. Patent Nos. 6,154,844; 6,965,968; 7,058,822; 7,418,731; 7,647,633; 7,975,305; 8,079,086; 8,225,408; and 8,677,494 (the “Asserted Patents”) through the manufacture, use, sale, importation, and/or offer for sale of its products and services, including, but not limited to, Fortinet’s FortiGate, FortiManager, FortiAnalyzer, FortiSiem, FortiSandbox, FortiMail, FortiWeb, FortiCache, and FortiClient technologies, including Fortinet Security Fabric products. Finjan seeks entry of judgment that Fortinet has infringed, is infringing, has induced infringement and is inducing infringement of the Asserted Patents, a preliminary and permanent injunction from infringing, or inducing the infringement of the Asserted Patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. § 285. This action is before the Honorable James Donato. On December 17, 2018, the Court ordered Finjan to show cause in writing by December 27, 2018, as to why the case should not be stayed pending resolution of the other actions where overlapping patents are being actively litigated and permitted Fortinet to file a statement of its views by January 2, 2019. Fortinet’s Answer and Counterclaims were filed on December 19, 2018. On December 27, 2018, Finjan filed its Response to Order to Show Cause, opposing a stay, Fortinet filed its Response requesting a stay on January 2, 2019, and on January 3, 2019, the Court held a hearing regarding the stay. On January 7, 2019, the Court temporarily stayed the case until the next status conference, on February 21, 2019. At the February 21, 2019 status conference, and subsequently in its Minute Order dated February 25, 2019, the Court directed the parties to file by February 28, 2019, a joint statement identifying the patents and claims at issue and unique in the case. On February 26, 2019, Finjan filed its answer to Fortinet’s counterclaims. On September 11, 2019, Finjan filed an updated status report, and Fortinet responded on September 13, 2019. The Court has yet to decide if it will further stay the case pending resolution of other Finjan actions. There can be no assurance that Finjan will be successful in settling or litigating these claims. Finjan, Inc. v. Qualys Inc., Case No. 4:18-cv-07229-YGR (N.D. Cal.) Finjan filed a patent infringement lawsuit against Qualys Inc. (“Qualys”) in the United States District Court for the Northern District of California on November 29, 2018, asserting that Qualys infringes certain claims of Finjan’s U.S. Patent Nos. 6,154,844; 8,677,494; 7,975,305; 8,225,408; 6,965,968; 7,418,731; and 8,141,154 (the “Asserted Patents”) through the manufacture, use, sale, importation, and/or offer for sale of its products and services, including, but not limited to, Qualys’ products and services that utilize Vulnerability Management, Threat Protection, Continuous Monitoring, Indicators of Compromise, Container Security, Web App Firewall, Web App Scanning, and Compliance Monitoring, including Qualys Cloud Platform products. Finjan seeks entry of judgment that Qualys has infringed, is infringing, has induced infringement and is inducing infringement of the Asserted Patents, a preliminary and permanent injunction from infringing, or inducing the infringement of the Asserted Patents, an accounting of all infringing sales and revenues, damages of no less than a reasonable royalty consistent with proof, and enhanced damages for willful infringement, costs, interest, and reasonable attorneys’ fees under 35 U.S.C. § 285. This action is before the Honorable Yvonne Gonzalez Rogers. On January 23, 2019, Qualys filed its Answer and Counterclaims. On February 13, 2019, Finjan filed its Answer to Qualys’ Counterclaims. On March 6, 2019 Qualys filed its First Amended Answer and Counterclaims, and Finjan filed its Answer to Counterclaims on March 20, 2019. An initial case management conference was held on March 4, 2019. At that conference, the Court ordered Finjan to submit information identifying common asserted claims in other cases, as well as overlapping claim construction terms and definitions. Finjan filed its submission on March 15, 2019. On July 16, 2019, the Court issued an Order setting the claim construction hearing for |
License, Settlement and Release
License, Settlement and Release Agreements | 12 Months Ended |
Dec. 31, 2019 | |
License Settlement And Release Agreement [Abstract] | |
License, Settlement and Release Agreements | LICENSE, SETTLEMENT AND RELEASE AGREEMENTS On October 3 , 2019 , the Company, and its wholly-owned subsidiaries, Finjan, Finjan, Finjan Mobile, and Finjan Blue and collectively with Finjan and Finjan Mobile, the (“Finjan Subsidiaries”) announced that each of the Finjan Subsidiaries entered into a Confidential Patent License Agreement (collectively, the “License Agreements”) with Mimecast Limited (“Mimecast”), each effective as of September 30, 2019 (“Effective Date"). In addition, to achieve global patent peace between the companies, the Company and Mimecast and Mimecast North America, Inc. have entered into mutual covenants not to sue for a certain number of years, among other terms (the “Letter Agreement”). As part of the License Agreements, Mimecast and its licensed affiliates (the “Mimecast Parties”) obtained a license to, among others, the patents of Finjan, Finjan Mobile, and Finjan Blue, and pay Finjan $5.9 million in cash within five (5) business days of the Effective Date, which payment was received by Finjan on October 3, 2019, and recognized as revenues as of October 3, 2019, in accordance with the Company’s revenue recognition policy as described in Note 2. Further, upon acquisition of Mimecast or acquisitions by Mimecast , additional one time license fees may be due to Finjan. The remaining terms of the License Agreements and the Letter Agreement are confidential. On May 1, 2019 , the Company, and its wholly-owned subsidiary, Finjan, announced that Finjan and Zscaler, Inc. (“Zscaler”) entered into a Confidential Patent License and Settlement Agreement (the “License and Settlement Agreement”) effective as of April 30, 2019 (“Effective Date”). Specifically, the parties have resolved and settled all claims between them. As part of the settlement and pursuant to the License and Settlement Agreement and related agreements, Zscaler and its licensed affiliates (the “Zscaler Parties”) obtained a license to, among others, the patents of Finjan, Finjan Mobile, Inc., and Finjan Blue, Inc. (collectively with the Company, the “Finjan Parties”) and pay Finjan $7.25 million in cash within five (5) business days of the Effective Date of the License and Settlement Agreement, which payment has been received by Finjan on April 30, 2019, and recognized as revenues as of April 30, 2019, in accordance with the Company’s revenue recognition policy as described in Note 2. Further, upon acquisition of Zscaler or acquisitions by Zscaler , additional one-time license fees may be due to Finjan equal to eight percent (8%) of the gross revenues of certain qualifying products and services for the four (4) concluded quarters immediately preceding the acquisition. The License and Settlement Agreement and related agreements also contained mutual covenants not to sue and mutual releases, among other terms. The remaining terms of the License and Settlement Agreement and related agreements are confidential. On June 29, 2018, the Company including its wholly-owned subsidiaries, entered into a Confidential Patent License Agreement (the “June 2018 License Agreement”) with Trend Micro Incorporated (K.K.), a Japanese corporation (“Trend Micro Japan”) and Trend Micro, Inc., a California corporation (“Trend Micro U.S. and collectively with Trend Micro Japan, the “Trend Micro Parties”). The June 2018 License Agreement provides that the Trend Micro Parties will obtain a license to, among others, the Finjan patents and pay the Finjan parties $13.4 million in cash which Finjan received June 29, 2018. The Company recognized $13.4 million as revenues in 2018. Further, upon acquisition by the Trend Micro Parties of certain entities, the Trend Micro Parties will pay additional license fees to Finjan, unless otherwise mutually agreed to by the Company and the Trend Micro Parties. Further, the June 18 License Agreement has additional provisions relating to certain unlicensed products of any company that acquires a Trend Micro Party, in which case additional license fees may apply. The parties also entered into related agreements with respect to their respective patents, including the transfer of 18 select issued security-related patent assets from the Trend Micro Parties to the Finjan Parties. In accordance with ASC-845-10-30, the Company determined that the acquired assets are non-monetary with no defined future benefit, resulting in the conclusion that they are not assets. The remaining terms of the June 2018 License Agreement are confidential. On April 6, 2018, the Company and its wholly-owned subsidiary Finjan, entered into a Confidential Patent License and Settlement Agreement (the “Finjan 2018 License”) with Carbon Black, Inc., a Delaware corporation (“Carbon Black”), whereby the companies resolved all pending litigation matters. In addition, Finjan Mobile, a wholly-owned subsidiary of the Company and Carbon Black entered into a separate Confidential Patent Cross License Agreement (the “Cross License”), which serves to ensure the parties’ freedom to operate under the other’s patent portfolio. The terms of each agreement are confidential. Under the terms of the Finjan 2018 License, Carbon Black agreed to pay Finjan $3.9 million in license fees, as follows: (i) $1.3 million within five (5) business days of the Effective Date of the Finjan 2018 License, which was received on April 9, 2018, (ii) $1.3 million on or before September 30, 2018, which was received on September 26, 2018, and (iii) $1.3 million on or before December 31, 2018, which was received on December 28, 2018. The Company recognized $3.9 million as revenues in 2018. Further, upon acquisition of Carbon Black or acquisitions by Carbon Black, additional one-time license fees will be due to Finjan equal to eight percent (8%) of the gross revenues of certain qualifying products and services for the four (4) concluded quarters immediately preceding the acquisition. On February 28, 2018, Finjan Holdings, Inc. and its subsidiaries, including its wholly-owned subsidiary, Finjan (collectively, the “Finjan Parties”), entered into a Confidential Patent License and Settlement Agreement (the “Symantec License and Settlement Agreement”) with Symantec and its subsidiary, Blue Coat Systems, LLC (collectively, the “Symantec Parties”). Pursuant to the Symantec License and Settlement Agreement, the parties resolved and settled all claims between them. As part of the settlement, the Symantec Parties obtained a license to, among others, the Finjan patents and agreed to pay the Finjan Parties $65.0 million in cash within twenty (20) days of the Effective Date of the Symantec License and Settlement Agreement, which Finjan received on March 19, 2018. The Company recognized $65.0 million as revenues in 2018. Further, if Symantec acquires certain entities within four years from the Effective Date, the Symantec Parties will pay additional license fees of up to $45.0 million to the Finjan Parties, unless otherwise mutually agreed to by the Company and Symantec. The remaining terms of the Symantec License and Settlement Agreement are confidential. On December 29, 2017, Finjan entered into a Confidential Patent License and Settlement Agreement (the “Finjan License”) with FireEye, Inc. whereby the companies resolved all pending litigation matters and together with a contemporaneous license agreement from FireEye to Finjan and its affiliates (the “FireEye License” and collectively with the Finjan License, the “Agreements”), the parties granted each other cross-licenses going forward. Under the terms of the Finjan License, FireEye agreed to pay Finjan $17.5 million in license fees, as follows: (a) $12.5 million on the Effective Date of the Finjan License, which amount was paid on December 29, 2017 and recognized as revenues as of December 31, 2017 and (b) $5.0 million which was offset by $5 million in license fees from Finjan to FireEye under the FireEye License, granting a perpetual license for the use of FireEye's patents. The FireEye License was determined not to be an intangible asset since it had no defined future benefit. Therefore, the FireEye License was expensed under SG&A. On April 21, 2017, the Company entered into a Confidential Patent License Agreement (the “EU Agreement”) with a European corporation (“EU Licensee”). Pursuant to the EU Agreement, EU Licensee obtained a license to our patent portfolio and agreed to pay Finjan $4.9 million cash, in license fees, paid as follows, (i) $2.3 million to be paid within 10 days after the effective date of the April 2017 Agreement, (ii) $1.3 million on or before January 31, 2018, and (iii) $1.3 million on or before January 31, 2019. The Company recognized $2.3 million of the $4.9 million license as revenues in 2017. The second installment of $1.3 million was received on February 1, 2018 and recognized as revenues as of December 31, 2017. The third installment of $1.3 million was received January 28, 2019 and recognized as revenues on January 1, 2018 upon adoption of ASU 2014-09 (Topic 606). Such license does not grant EU Licensee any right to transfer, sublicense or grant any rights under the EU Agreement to a third party except as specifically provided under the EU Agreement. Such license also has certain provisions relating to certain unlicensed products of any company that acquires EU Licensee, or is acquired by EU Licensee or its affiliates, in which case additional license fees may apply. The specific terms of the EU Agreement are confidential. On March 30, 2017, Finjan entered into a Confidential Master Agreement (the “Master Agreement”) with Sophos Group plc, a public limited company organized and existing under the laws of England and Wales, Sophos Limited, a corporation organized and existing under the laws of England and Wales (“Sophos Limited”), and Sophos Inc. (“Sophos Inc.”), a Massachusetts corporation (collectively, “Sophos”). Pursuant to the Master Agreement, Finjan and Sophos Inc. agreed to dismiss the suit Finjan, Inc. v. Sophos, Inc. before the United States District Court of the Northern District of California (case no. 3:14cv1197-WHO) with prejudice. The Master Agreement also provides for full releases by the parties and covenants not to sue. Under the terms of the Sophos Agreement, on March 30, 2017, Sophos obtained a fully paid up license to the Finjan patent portfolio and agreed to pay a license fee of $15.0 million in cash, which Finjan received on March 31, 2017. The Company recognized $15.0 million as revenues in 2017. Finally, in connection with the Sophos Agreement, on March 30, 2017, Finjan Mobile entered into a Confidential Patent Cross License Agreement (the “Finjan Mobile Cross License Agreement”) with Sophos Limited. Pursuant to the terms of the Finjan Mobile Cross License Agreement, the parties granted patent cross licenses in the Field of Use and Sophos Limited agreed to pay Finjan Mobile $2.5 million cash, $1.25 million on or before March 31, 2018, which was recognized as revenues as of December 31, 2017 and $1.25 million due on or before March 31, 2019, which was recognized as revenues on January 1, 2018 upon adoption of ASU 2014-09 (Topic 606). On March 24, 2017, Finjan entered into a Patent License, Settlement and Release Agreement (the "Avast Agreement") with Avast Software s.r.o., a company organized under the laws of the Czech Republic ("Avast"), which provided that upon Avast's satisfaction of certain terms, Finjan would dismiss its breach of contract and patent infringement claims, filed in the U.S. District Court for the Northern District of California (Case No. 3:17-cv-00283-BLF), against Avast and its newly acquired subsidiary, AVG Technologies, with prejudice. Under the terms of the Avast Agreement, Avast agreed to pay Finjan $7.745 million in cash on or before March 24, 2017. Payment was received on March 24, 2017 and was recorded as revenue in the first quarter of 2017. As provided in the Avast Agreement, specific terms of the agreement are confidential. On March 2, 2017, Finjan entered into a Confidential Patent License Agreement (the “Veracode Agreement”) with Veracode, Inc., a Delaware corporation (“Veracode”). Pursuant to the Veracode Agreement, Veracode obtained a license to the Finjan patent portfolio and agreed to pay a license fee of $2.0 million in cash, which Finjan received on March 2, 2017 and was recorded as revenue in the first quarter of 2017. Such license does not grant Veracode any right to transfer, sublicense or grant any rights under the Veracode Agreement to a third party except as specifically provided under the Veracode Agreement. Such license also has certain provisions relating to certain unlicensed products of any company that acquires Veracode, or is acquired by Veracode or its affiliates, in which case additional license fees may apply. The specific terms of the Veracode Agreement are confidential. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY AUTHORIZED CAPITALIZATION The Company’s capital structure is comprised of preferred stock and common stock. The Company’s authorized capitalization consists of (i) 80,000,000 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. STOCK REPURCHASE PROGRAM On May 2, 2018, the Company’s board of directors authorized the repurchase of issued and outstanding shares of the Company’s common stock having an aggregate value of up to $10.0 million pursuant to a share repurchase program. The authorization did not specify an expiration date. The repurchases under the share repurchase program were made in the open market or in privately negotiated transactions and were funded from the Company’s working capital. All shares of common stock repurchased under the Company’s share repurchase program were retired and restored to authorized but unissued shares of common stock at December 31, 2018. During 2018, the Company repurchased 686,492 shares of its common stock under the share repurchase program, for an aggregate purchase price of approximately $2.0 million, or a weighted average cost of $2.93 per share. In accordance with ASC 505-30-30-8, we charged the excess over the par value entirely to retained earnings in recognition of the fact that a corporation can capitalize or allocate retained earnings for such purposes. As of December 31, 2019, the Company had a remaining authorization of $8.0 million for future share repurchases. PREFERRED STOCK During 2018 and 2017, the Company retired all shares of the Series A and A-1 Preferred stock. The Company accretes changes in redemption value over the period from the date of issuance to the earliest redemption dates of the security. The Company recorded a deemed dividend of $0.9 million and $4.6 million during 2018 and 2017, respectively, representing an increase to the Preferred Stock's redemption (liquidation) value. WARRANTS On issuance of the Series A-1 Preferred stock, the Company agreed to issue to Soryn HLDR Vehicle II LLC, a Delaware limited liability company, a fully vested common stock warrant (the “Warrant”), to initially purchase 2.0 million shares of common stock, $0.0001 par value per share of the Company at an exercise price of $3.18 per share, which increased to 2.4 million shares in accordance with its terms. The Warrant has a term of three years. Upon the closing of the sale and issuance of the Series A-1 Preferred Stock on June 19, 2017, the Warrant was issuable for 2.0 million shares, increased by an additional 0.3 million shares on June 30, 2017 and an additional 0.05 million shares on July 21, 2017. The holder of the Warrant has the right to acquire a variable amount of common stock at a fixed price for the first 15 months. Under ASC 815-40-15-8A, the Warrant is not considered indexed to the Company’s stock, and thus it had a derivative feature and was classified as a liability for the first 15 months. The Company valued the Warrant at inception using a Monte Carlo valuation model, recording a $3.3 million warrant liability at inception, which was then marked-to-market at each reporting period with the change in fair value recorded in the consolidated statements of operations. The change in fair value of the warrant liability during 2018 was a loss of $3.4 million and recorded in the consolidated statements of operations. On September 19, 2018, upon expiration of the 15 month period, the Warrant was marked-to-market and its value increased to $4.5 million and reclassified such amounts to equity. As of December 31, 2019 the aggregate intrinsic value of the warrant was $0, with a weighted average contracted term of 0.5 years. 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION On July 10, 2014, the Company’s stockholders approved the Finjan Holdings, Inc. 2014 Incentive Compensation Plan (the "2014 Plan"), upon shareholder approval of the 2014 Plan, the Finjan Holdings, Inc. 2013 Global Share Option Plan and Israeli Sub-Plan (the "2013 Option Plan") were terminated, other than respect to the 1,489,532 shares of common stock underlying options outstanding under such plan. The Company shareholders approved the 2014 Plan at the annual meeting of stockholders held July 10, 2014, pursuant to which 2,196,836 shares of common stock are authorized for issuance. On June 21, 2017, at the annual meeting of stockholders, the Company's shareholders approved an increase of 1,000,000 shares to the Finjan Holdings, Inc. 2014 Plan and added an “evergreen” feature which provides for the annual replenishment of shares to the 2014 Plan share reserve without stockholder approval (equal to 5.0% of our outstanding shares of Common Stock as of the end of our immediately preceding fiscal year). As of December 31, 2019, the Company has 2,820,870 shares available for issuance under the 2014 Plan. Total stock-based compensation for stock options and restricted stock awards, of $1.0 million, $1.6 million, and $0.8 million was recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017, respectively. The stock-based compensation expense is for options and restricted stock awards granted to certain employees and members of the Board of Directors. STOCK OPTIONS The following is a summary of stock option activity during the years ended December 31, 2019 and 2018: Number of Weighted Average Aggregate Outstanding – December 31, 2017 2,341,340 $ 1.77 5.78 $ 1,087 Options granted 376,667 2.41 Options exercised 224,400 1.59 Options forfeited 6,961 1.42 Outstanding – December 31, 2018 2,486,646 $ 1.89 7.01 $ 1,550 Options granted 50,832 3.02 Options exercised — Options forfeited 181,281 2.23 Outstanding – December 31, 2019 2,356,197 $ 1.89 5.93 $ 628 Exercisable – December 31, 2019 1,843,468 $ 1.75 5.34 $ 624 The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. For the years ended December 31, 2019 and 2018, 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: 2019 2018 Employee Employee Weighted-average Black-Scholes option pricing model assumptions: Volatility 73.01 % 82.00 % Expected term (in years) 6 6 Risk-free rate 2.22 % 2.24 % Expected dividend yield 0.0 % 0.0 % Weighted average grant date fair value per share $ 2.10 $ 2.22 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; the Company used its common stock volatility along with the average of historic volatilities of comparative companies. The dividend yield is zero as the Company has not made any dividend payment and has no plans to pay dividends in the foreseeable future. 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, 2019, total compensation cost not yet recognized related to unvested stock options was approximately $0.8 million, which is expected to be recognized over a weighted-average period of 2.3 years. RESTRICTED STOCK UNITS The following is a summary of RSUs award activity for the years ended December 31, 2019 and 2018: 2019 2018 Number of Weighted Average Number of Weighted Average Non-vested at beginning of year 315,292 $ 2.26 438,712 $ 2.28 Shares granted 253,113 2.17 200,000 3.16 Shares vested 82,270 2.28 323,420 2.84 Non-vested at end of year 486,135 $ 2.53 315,292 $ 2.26 The Company estimates the fair value of the granted shares using the market price of the Company’s stock price at the grant date. For the years ended December 31, 2019, 2018 and 2017, the Company recognized $0.3 million, $0.9 million and $0.6 million, respectively of stock-based compensation expense related to the RSUs. As of December 31, 2019, total compensation cost not yet recognized related to unvested RSUs was approximately $0.8 million, which is expected to be recognized over a weighted-average period of 2.3 years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS In the course of business, the Company obtains legal services from firms in which a member of the Company’s board is a member. The Company incurred approximately $0.2 million, $0.3 million and $0.2 million in legal fees to these firms during the years ended December 31, 2019, 2018 and 2017 respectively. As of December 31, 2019 and 2018 the Company had balances due to these firms amounting to approximately $0.1 million and $0.2 million, respectively. The Company entered into a sublease agreement at its headquarters, effective July 1, 2018 with Benhamou Global Ventures, a company in which one of the Company's Directors serves as Chairman and CEO. Rental income from the sublease is approximately $15,000 quarterly for an undefined term. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | INCOME TAX The domestic and foreign components of loss before income taxes from operations for the years ended December 31, 2019, 2018 and 2017 are as follows: For the Years Ended December 31, 2019 2018 2017 (in thousands) Domestic $ (22,708) $ 29,110 $ 17,120 Foreign — (320) (469) $ (22,708) $ 28,790 $ 16,651 The provision (benefit) for income tax for the years ended December 31, 2019, 2018 and 2017, consist of the following: For the Years Ended December 31, 2019 2018 2017 (in thousands) Federal: Current $ (641) $ 4,010 $ — Deferred (4,630) 2,231 7,694 State: Current (1,121) 1,329 43 Deferred (209) 482 269 Foreign: Current — — Deferred — 73 (129) (6,601) 8,125 7,877 Change in valuation allowance 383 (73) (14,037) Income tax provision (benefit) $ (6,218) $ 8,052 $ (6,160) 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, 2019 2018 2017 U.S. Federal statutory rate 21.0 % 21.0 % 34.0 % State rate, net of federal benefit 3.2 % 5.0 % 2.8 % Permanent differences: Change in tax rate — % — % 16.4 % Impact of tax reform — % — % (16.4) % Foreign derived intangible income benefit 3.7 % (0.4) % — % Deferred tax adjustment (0.5) % 0.5 % (0.3) % Stock based compensation — % (0.4) % 0.1 % §162(m) limited compensation — % 1.1 % — % Foreign tax rate difference — % — % 0.3 % Fair value measurement of warrants — % 2.5 % (4.5) % Other — % (1.6) % (1.6) % Change in valuation allowance (0.1) % 0.3 % (67.9) % Income tax provision (benefit) 27.3 % 28 % (37.1) % The approximate tax effects of temporary differences, which give rise to significant deferred tax assets and liabilities, are as follows: As of December 31, 2019 2018 2017 (in thousands) Deferred tax assets Net operating losses $ 5,346 $ 535 $ 3,912 Stock-based compensation 772 736 572 Intangible assets 1,983 2,412 2,190 Other 359 340 115 Total deferred tax assets 8,460 4,023 6,789 Valuation allowance (918) (535) (462) Deferred tax asset, net of valuation allowance 7,542 3,488 6,327 Deferred tax liability (275) (677) (126) Net deferred tax assets $ 7,267 $ 2,811 $ 6,201 As of December 31, 2019, the Company had $20.7 million and $6.7 million of federal and state net operating losses ("NOL") carryforwards, respectively. As of December 31, 2019, the Company had foreign NOL carryforwards of approximately $2.3 million. The use of NOL and tax credit carryfowards may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 and 383 of the U.S. Internal Revenue Code (“IRC”), and similar state provisions.The annual limitation may result in the expiration of NOL and tax credit carryforwards before they are used. 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 differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, carryback potential, projected future taxable income and tax planning strategies in making this assessment Management has considered both positive and negative evidence in evaluating the need for a valuation allowance and has given more weight to the objective evidence. At the end of 2019, management's assessment is that no valuation allowance against its federal deferred tax assets is deemed necessary, and a partial valuation a portion of the state net operating losses is necessary. The Company’s foreign subsidiary had generated book and tax losses since its inception. Management has determined that it is more likely than not that the foreign deferred tax assets will not be realized. As such, the Company has maintained the valuation allowance against its foreign deferred tax assets. The change in valuation allowance for the years ended December 31, 2019, 2018 and 2017, is $0.4 million, ($0.1) million and ($14.0) million, respectively. On December 22, 2017, the 2017 Tax Cut and Jobs Act (the "Act") was enacted into law and the new legislation contains several key tax provisions, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the estimated transition tax, re-measuring our U.S. deferred tax assets and liabilities at a 21% rate as well as reassessing the net realizability of our deferred tax assets and liabilities. The provisional amount related to the re-measurement of our deferred tax balance was estimated to be a reduction of approximately $2.8 million at December 31, 2017. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118) which allows companies to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation was yet to be issued, our accounting of the transition tax and deferred tax remeasurements were incomplete as of December 31, 2017. The 2017 Federal corporate income tax return was filed in Q4 2018. The final analysis and impact of the Act is reflected in the tax provision and related tax disclosures for the year ended December 31, 2018. There were no material differences to the originally estimated $2.8 million remeasurement of deferred tax assets or transition tax liability. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Management of the Company evaluates events or transactions that have occurred after the balance sheet date through the date the financial statements are issued. On January 24, 2020, the Company announced that each of the Finjan Subsidiaries have entered into a Confidential Patent License and Settlement Agreement (collectively, the “License Agreements”) with Bitdefender Inc., a Florida Corporation and Bitdefender S.R.L., a Romanian corporation (collectively, “Bitdefender”), each effective as of January 23, 2020 (“Effective Date”). As part of the License Agreements, Bitdefender will obtain a license to, among others, the patents of Finjan, Finjan Mobile, and Finjan Blue, and pay Finjan $3.8 million in cash. Further, upon acquisition of Bitdefender or acquisitions by Bitdefender , additional one-time license fees may be due to Finjan. The remaining terms of the License Agreements are confidential. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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. |
Use of Estimates | USE OF ESTIMATES The preparation of financial statements in conformity with US Generally Accepted Accounting Principles ("US 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, income taxes and valuation allowances against net deferred tax assets. 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 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. |
Short-Term Investment and Investments | SHORT TERM INVESTMENTS Investments consist of U.S. Treasury Bills, which are classified as held-to-maturity, Certificates of Deposit and other Corporate Debt Securities. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. All of the Company’s investments mature within the next twelve months. Unrealized gains and losses are de minimis INVESTMENTS 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, 2019 and 2018 are accounted for under the cost method. |
Concentrations of Credit Risk | CONCENTRATIONS OF CREDIT RISKThe Company maintains substantially all of its cash and cash equivalents in financial institutions located in the United States. The Company also has certain bank accounts with minimal balances in Israel. 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. |
Allowance for Doubtful Accounts | ALLOWANCE FOR DOUBTFUL ACCOUNTSThe 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. |
Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the related assets, which range from 3 to 7 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. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. |
Impairment of Long-Lived Assets | IMPAIRMENT OF LONG-LIVED ASSETS |
Revenue Recognition | REVENUE RECOGNITION Effective January 1, 2018, the Company adopted Accounting Standard Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("Topic 606” or “ASC 606”), using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Under ASC 605, revenues were 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. This guidance was followed prior to January 1, 2018. Under ASC 606 revenue is recognized when a customer obtains control of promised goods and services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services. In addition, the guidance requires disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The core principle of the standard is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company should apply the following five step model: l Identify the contract with the customer; l Identify the performance obligations in the contract; l Determine the transaction price; l Allocate the transaction price to the performance obligations in the contract; and l Recognize revenue when (or as) each performance obligation is satisfied. Revenue from the Company’s cybersecurity business results from grants of licenses to its patented cybersecurity technology and settlements reached from legal enforcement of the Company’s patent rights. Revenue is recognized at the point in time when the arrangement with the licensee has been signed and the license has been delivered. The total amount of the consideration received upon any settlement or judgment is allocated to each element based on the fair value of each element. Elements provided in either settlement agreements or judgments include, the value of a license, legal release and interest. Fair value of licensing agreements and royalty revenues, are recognized as revenues in the consolidated statement of operations. Elements not related to license agreements and royalty revenue in nature will be reflected in other income (expense), net in the consolidated statements of operations. 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 in other income (expense), net. 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 relative to full license fair value prior to the discount. |
Research and Development Expense | RESEARCH AND DEVELOPMENT EXPENSE The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional services costs associated with the development of mobile security application products. |
Software Development Costs | SOFTWARE DEVELOPMENT COSTS Software development costs are expensed as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Software development costs incurred subsequent to achievement of technological feasibility were not material and were expensed as incurred during the years ended December 31, 2019, 2018 and 2017. |
Foreign Currency | FOREIGN CURRENCY Foreign currency denominated assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated into U.S. dollars using the exchange rates in effect at the balance sheet dates, and income and expenses are translated using average exchange rates during the period. Foreign currency translation gains (losses) were immaterial for the years ended December 31, 2019, 2018 and 2017. |
Preferred Stock | PREFERRED STOCK The Company accounts for the redemption premium and issuance costs on its preferred stock by recognizing changes in the redemption value immediately as they occur and adjusting the carrying value of the security to equal the redemption value at the end of each reporting period. This method views the end of the reporting period as if it were also the redemption date for the security. |
Accounting for Warrants | ACCOUNTING FOR WARRANTS The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). |
Derivative Liabilities | DERIVATIVE LIABILITIES In connection with the issuance of Series A-1 Preferred Stock in June 2017, the Company issued a warrant with variable consideration through September 2018. The Company determined that this instrument is an embedded derivative pursuant to ASC 815, “Derivatives and Hedging.” The accounting treatment of derivative financial instruments requires that the Company record the warrant, at its fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date through the expiration of the variable consideration. Any change in fair value is recorded as a change in the fair value of derivative liabilities for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. On September 19, 2018, upon expiration of the variable consideration, the warrant liability of $4.5 million was reclassified to equity. The Monte Carlo Valuation model is used to estimate the fair value of the warrant. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the instrument granted. The risk-free interest rate used 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. The dividend yield is zero as the Company has not made any dividend payment and has no plans to pay dividends in the foreseeable future. The Company determines the expected term of its warrant awards by using the contractual term. |
Fair Value of Financial Instruments | FAIR VALUE OF FINANCIAL INSTRUMENTS The reported amounts of the Company’s financial instruments, including cash and cash equivalents, short term investments, 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. |
Net Income (Loss) Per Common Share | NET INCOME (LOSS) PER COMMON SHARE |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company measures compensation cost for all stock-based awards at their fair values on the date of grant. 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. |
Income Taxes | INCOME TAXES The Company files consolidated income tax returns in the U.S. federal jurisdiction and is headquartered in California, formerly in New York. The federal and state income tax returns for the tax years 2013 and after remain subject to examination for federal and state taxes. The Company files state income tax returns for California and New York. 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, 2019, 2018 and 2017, an immaterial 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. |
Recent Accounting Standards | RECENT ACCOUNTING STANDARDS Adopted 2019: In August 2018, the SEC issued Release No. 33-10532 that amends and clarifies certain financial reporting requirements. The principal change to our financial reporting is the inclusion of the annual disclosure requirement of changes in stockholders’ equity in Rule 3-04 of Regulation S-X to interim periods. The Company adopted this guidance on January 1, 2019. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842). Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as “ASC 842”. The Company, using the modified retrospective approach with a cumulative-effect adjustment, - and recognized a right to use ("ROU") asset at the beginning of the period of adoption (January 1, 2019). Therefore, the Company recognized and measured operating leases on the consolidated balance sheet without revising comparative period information or disclosure. The Company elected the package of practical expedients permitted under the transition guidance within the standard, which eliminates the reassessment of past leases, classification and initial direct costs and treats short term leases of less than a year outside of a ROU asset. The Company has no financing leases. The adoption did not materially impact the Company’s Consolidated Statements of Operations or Cash Flows. Refer to Note 7, Commitments and Contingencies, for additional disclosures required by ASC 842. The Company determines if an arrangement is a lease at inception. For leases where the Company is the lessee, ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date (except we used the practical expedients and recorded the outstanding operating lease at January 1, 2019) based on the present value of lease payments over the lease term. As the Company’s lease did not provide an implicit interest rate, the Company used the equivalent borrowing rate for a secured financing with the term of that equal to the remaining life of the lease at inception. The lease terms used to calculate the ROU asset and related lease liability did not include options to extend or termination of the lease; there are none and there is no reasonable certainty that the Company would extend the lease at expiration. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense; there were no finance leases at this time which would be recognized as depreciation expense and interest expense. The Company has lease agreements which require payments for lease and non-lease components and has elected to account for these as a separate lease components. Non-leasing components are not included in the ROU asset. The Company adopted ASU 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception". Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The impact of this adoption was immaterial on the Company's consolidated financial statements and related disclosures. Not Yet Adopted as of December 31, 2019 In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements (“ASU 2018-13”), which eliminates, adds and modifies certain disclosure requirements for fair value measurements as part of the FASB’s disclosure framework project. Adoption of this guidance is required for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating this guidance and the impact of this update on the Company's consolidated financial statements. Other recent accounting standards that have been issued or proposed by 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Fair Value Assumptions | The principal assumptions used in applying the model were as follows: Upon 2018 Expiration December 31, 2017 Assumptions: Risk-free interest rate 2.3% - 2.5% 1.5% - 2.0% Expected life 1.8 - 2.2 Years 2.5 - 3 Years Expected volatility 65% - 70% 50% - 60% Dividends 0% 0% |
Schedule of Earnings Per Share, Basic and Diluted | Diluted net income (loss) per common share is based on the weighted-average number of common shares outstanding and potentially dilutive common shares outstanding and computed as follows: Years Ended 2019 2018 2017 (In thousands, except share and per share data) Numerator: Net income (loss) attributable to common stockholders $ (16,490) $ 19,813 $ 17,929 Denominator: Weighted-average common shares, basic 27,618,284 27,484,655 25,353,966 Weighted-average common shares, diluted* 27,618,284 28,416,512 26,269,727 Net income (loss) per common share: Basic: $ (0.60) $ 0.72 $ 0.71 Diluted: $ (0.60) $ 0.70 $ 0.68 * For the twelve months ended December 31, 2018, the diluted earnings per common share included the weighted average effect of 215,196 unvested Restricted Stock Units and 716,661 stock options that are potentially dilutive to earnings per share since the exercise price of such securities was less than the average market price during the period. For the twelve months ended December 31, 2017, the diluted earnings per common share included 438,712 unvested Restricted Stock Units and the weighted average effect of 477,048 stock options that are potentially dilutive to earnings per share since the exercise price of such securities was less than the average market price during the period. |
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 were excluded from the computation of diluted net income (loss) per share because their inclusion would be anti-dilutive and consist of the following: December 31, 2019 2018 2017 Stock options 2,356,197 822,269 1,864,292 Restricted stock units 486,135 13,333 — Warrants 2,355,506 2,355,506 2,355,506 Total 5,197,838 3,191,108 4,219,798 |
Short Term Investments (Tables)
Short Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Short Term Investments | The Company's short term investments are classified as below with maturities of twelve months or less, unrealized gains and losses were immaterial for the periods presented: December 31 2019 2018 (in thousands) Government $ 1,012 $ — Asset Backed 4,854 1,786 Industrial 5,034 2,381 Financial 6,879 7,136 $ 17,779 $ 11,303 |
Prepaid Expenses And Other Cu_2
Prepaid Expenses And Other Current Assets & Patents And Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses | The components of prepaid expenses and other current assets are as presented below: As of December 31, 2019 2018 (in thousands) Prepaid income taxes $ — $ 5,429 Other prepaid expenses and other current assets 288 1,151 $ 288 $ 6,580 |
Schedule of Patents and Intangible Assets | The components of these intangible assets are as follows: As of December 31, 2019 2018 (in thousands) Patents $ 26,069 $ 26,069 Less accumulated amortization (22,517) (20,562) Intangible assets, net $ 3,552 $ 5,507 |
Schedule of Future Amortization Costs | As of December 31, 2019, future amortization costs will be recognized as follows (in thousands): Year ending December 31, 2020 $ 1,954 2021 1,325 2022 200 2023 73 $ 3,552 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Summary of Other Liabilities | The components of other liabilities are as presented below: As of December 31, 2019 2018 (In thousands) Other liabilities, current $ 2,000 $ 1,500 Other liabilities, non-current 1,799 3,463 $ 3,799 $ 4,963 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Lease Assets and Liabilities | The balance sheet classification of the Company’s right-of-use asset and lease liabilities was as follows (in thousands): December 31, 2019 Operating lease right of use assets $ 2,227 Operating lease liabilities Current portion included in current liabilities 522 Long term portion included in non-current liabilities 1,786 Total Operating lease liabilities $ 2,308 |
Components of Lease Expense | The components of lease expenses, net which were included in Total expenses in the Company’s consolidated statements of operations, were as follows (in thousands): December 31, 2019 Operating lease cost $ 792 Variable lease cost $ — Short term lease income $ (237) $ 555 |
Summary of Operating Lease Liability Maturities | As of December 31, 2019, the maturities of the Company’s operating lease liabilities were as follows (in thousands): Year ending December 31, 2020 $ 773 2021 801 2022 829 2023 425 Total lease payments $ 2,828 Less: present value adjustment (520) Operating lease liabilities $ 2,308 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following is a summary of stock option activity during the years ended December 31, 2019 and 2018: Number of Weighted Average Aggregate Outstanding – December 31, 2017 2,341,340 $ 1.77 5.78 $ 1,087 Options granted 376,667 2.41 Options exercised 224,400 1.59 Options forfeited 6,961 1.42 Outstanding – December 31, 2018 2,486,646 $ 1.89 7.01 $ 1,550 Options granted 50,832 3.02 Options exercised — Options forfeited 181,281 2.23 Outstanding – December 31, 2019 2,356,197 $ 1.89 5.93 $ 628 Exercisable – December 31, 2019 1,843,468 $ 1.75 5.34 $ 624 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | For the years ended December 31, 2019 and 2018, 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: 2019 2018 Employee Employee Weighted-average Black-Scholes option pricing model assumptions: Volatility 73.01 % 82.00 % Expected term (in years) 6 6 Risk-free rate 2.22 % 2.24 % Expected dividend yield 0.0 % 0.0 % Weighted average grant date fair value per share $ 2.10 $ 2.22 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The following is a summary of RSUs award activity for the years ended December 31, 2019 and 2018: 2019 2018 Number of Weighted Average Number of Weighted Average Non-vested at beginning of year 315,292 $ 2.26 438,712 $ 2.28 Shares granted 253,113 2.17 200,000 3.16 Shares vested 82,270 2.28 323,420 2.84 Non-vested at end of year 486,135 $ 2.53 315,292 $ 2.26 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Components of Income (Loss) Before Income Taxes From Continuing Operations | The domestic and foreign components of loss before income taxes from operations for the years ended December 31, 2019, 2018 and 2017 are as follows: For the Years Ended December 31, 2019 2018 2017 (in thousands) Domestic $ (22,708) $ 29,110 $ 17,120 Foreign — (320) (469) $ (22,708) $ 28,790 $ 16,651 |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income tax for the years ended December 31, 2019, 2018 and 2017, consist of the following: For the Years Ended December 31, 2019 2018 2017 (in thousands) Federal: Current $ (641) $ 4,010 $ — Deferred (4,630) 2,231 7,694 State: Current (1,121) 1,329 43 Deferred (209) 482 269 Foreign: Current — — Deferred — 73 (129) (6,601) 8,125 7,877 Change in valuation allowance 383 (73) (14,037) Income tax provision (benefit) $ (6,218) $ 8,052 $ (6,160) |
Schedule of Effective Income Tax Rate Reconciliation | 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, 2019 2018 2017 U.S. Federal statutory rate 21.0 % 21.0 % 34.0 % State rate, net of federal benefit 3.2 % 5.0 % 2.8 % Permanent differences: Change in tax rate — % — % 16.4 % Impact of tax reform — % — % (16.4) % Foreign derived intangible income benefit 3.7 % (0.4) % — % Deferred tax adjustment (0.5) % 0.5 % (0.3) % Stock based compensation — % (0.4) % 0.1 % §162(m) limited compensation — % 1.1 % — % Foreign tax rate difference — % — % 0.3 % Fair value measurement of warrants — % 2.5 % (4.5) % Other — % (1.6) % (1.6) % Change in valuation allowance (0.1) % 0.3 % (67.9) % Income tax provision (benefit) 27.3 % 28 % (37.1) % |
Schedule of Deferred Tax Assets and Liabilities | The approximate tax effects of temporary differences, which give rise to significant deferred tax assets and liabilities, are as follows: As of December 31, 2019 2018 2017 (in thousands) Deferred tax assets Net operating losses $ 5,346 $ 535 $ 3,912 Stock-based compensation 772 736 572 Intangible assets 1,983 2,412 2,190 Other 359 340 115 Total deferred tax assets 8,460 4,023 6,789 Valuation allowance (918) (535) (462) Deferred tax asset, net of valuation allowance 7,542 3,488 6,327 Deferred tax liability (275) (677) (126) Net deferred tax assets $ 7,267 $ 2,811 $ 6,201 |
Organization and Operations - A
Organization and Operations - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019business_line | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of business lines | 3 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Sep. 19, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)license_agreement | Dec. 31, 2017USD ($)license_agreement |
CONCENTRATIONS OF CREDIT RISK | ||||
Number of license agreements generating revenue | license_agreement | 3 | 6 | ||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | ||||
Bad debt expense | $ 0 | $ 0 | $ 0 | |
DERIVATIVE LIABILITIES | ||||
Reclassification of warrant liability to equity | $ 4,500,000 | 0 | 4,541,000 | 0 |
INCOME TAXES | ||||
Penalties and interest accrued | $ 0 | $ 0 | $ 0 | |
Minimum | ||||
PROPERTY AND EQUIPMENT, NET | ||||
Useful life (in years) | 3 years | |||
Maximum | ||||
PROPERTY AND EQUIPMENT, NET | ||||
Useful life (in years) | 7 years | |||
Revenue | Product Concentration Risk | ||||
CONCENTRATIONS OF CREDIT RISK | ||||
Number of license agreements generating revenue | license_agreement | 2 | 2 | ||
Concentration risk, percentage | 95.00% | 67.00% | ||
Dividend yield | ||||
DERIVATIVE LIABILITIES | ||||
Measurement input | 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Fair Value Assumptions (Details) | Dec. 31, 2019 | Sep. 19, 2018 | Dec. 31, 2017 |
Risk-free interest rate | Minimum | Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.023 | 0.015 | |
Risk-free interest rate | Maximum | Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.025 | 0.020 | |
Expected life | Minimum | Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input (years) | 1 year 9 months 18 days | 2 years 6 months | |
Expected life | Maximum | Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input (years) | 2 years 2 months 12 days | 3 years | |
Expected volatility | Minimum | Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.65 | 0.50 | |
Expected volatility | Maximum | Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.70 | 0.60 | |
Dividends | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | ||
Dividends | Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||
Net income (loss) attributable to common stockholders | $ (16,490) | $ 19,813 | $ 17,929 |
Denominator: | |||
Weighted average common shares, basic (in shares) | 27,618,284 | 27,484,655 | 25,353,966 |
Weighted average common shares, diluted (in shares) | 27,618,284 | 28,416,512 | 26,269,727 |
Basic (in dollars per share) | $ (0.60) | $ 0.72 | $ 0.71 |
Diluted (in dollars per share) | $ (0.60) | $ 0.70 | $ 0.68 |
Antidilutive securities (shares) | 5,197,838 | 3,191,108 | 4,219,798 |
Restricted stock units | |||
Denominator: | |||
Antidilutive securities (shares) | 215,196 | 438,712 | |
Stock Options | |||
Denominator: | |||
Antidilutive securities (shares) | 716,661 | 477,048 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (shares) | 5,197,838 | 3,191,108 | 4,219,798 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (shares) | 2,356,197 | 822,269 | 1,864,292 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (shares) | 486,135 | 13,333 | 0 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (shares) | 2,355,506 | 2,355,506 | 2,355,506 |
Short Term Investments (Details
Short Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Short term investments | $ 17,779 | $ 11,303 |
Government | ||
Debt Securities, Available-for-sale [Line Items] | ||
Short term investments | 1,012 | 0 |
Asset Backed | ||
Debt Securities, Available-for-sale [Line Items] | ||
Short term investments | 4,854 | 1,786 |
Industrial | ||
Debt Securities, Available-for-sale [Line Items] | ||
Short term investments | 5,034 | 2,381 |
Financial | ||
Debt Securities, Available-for-sale [Line Items] | ||
Short term investments | $ 6,879 | $ 7,136 |
Prepaid Expenses And Other Cu_3
Prepaid Expenses And Other Current Assets & Patents And Intangible Assets - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Prepaid income taxes | $ 0 | $ 5,429 |
Other prepaid expenses and other current assets | 288 | 1,151 |
Total | $ 288 | $ 6,580 |
Prepaid Expenses And Other Cu_4
Prepaid Expenses And Other Current Assets & Patents And Intangible Assets - Narrative (Details) $ in Millions | May 15, 2018patent | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | ||||
Proceeds from tax refunds | $ 5 | |||
Amortization expense | $ 2 | $ 1.8 | $ 0.8 | |
Patents | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Patents, useful life | 4 years | |||
Patent Assignment Agreement | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Patents, useful life | 5 years | |||
Number of assets transferred | patent | 56 |
Prepaid Expenses And Other Cu_5
Prepaid Expenses And Other Current Assets & Patents And Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 26,069 | $ 26,069 |
Less: accumulated amortization | (22,517) | (20,562) |
Intangible assets, net | $ 3,552 | $ 5,507 |
Prepaid Expenses And Other Cu_6
Prepaid Expenses And Other Current Assets & Patents And Intangible Assets - Schedule of Future Amortization Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 1,954 | |
2021 | 1,325 | |
2022 | 200 | |
2023 | 73 | |
Intangible assets, net | $ 3,552 | $ 5,507 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2013 | |
Investment [Line Items] | |||||
Loss from sale of investment | $ 679 | $ 0 | $ 0 | ||
Venture Capital Funds | |||||
Investment [Line Items] | |||||
Capital commitment | 1,100 | $ 5,000 | |||
Cash distribution | $ 1,300 | 3,500 | |||
Investment made during period | $ 700 | $ 900 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Other liabilities, current | $ 2,000 | $ 1,500 |
Other liabilities, non-current | 1,799 | 3,463 |
Total | $ 3,799 | $ 4,963 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | Jul. 19, 2018 | |
Lessee, Lease, Description [Line Items] | ||||||
Annual rent expense | $ 700 | |||||
Percent increase in annual rent expense | 3.50% | |||||
Security deposit | $ 200 | 200 | ||||
Operating lease payments | 800 | |||||
Right of use assets | 2,227 | 2,227 | ||||
Lease liability | $ 2,308 | 2,308 | ||||
Non-cash lease expense | $ 495 | |||||
Weighted average remaining lease term | 3 years 6 months | 3 years 6 months | ||||
Weighted average discount rate | 11.00% | 11.00% | ||||
Rent expense | $ 800 | |||||
Rent expense | $ 600 | $ 700 | ||||
Rental income | $ 237 | $ 200 | ||||
Rental income | $ 200 | $ 200 | ||||
Accounting Standards Update 2016-02 | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Right of use assets | $ 2,700 | |||||
Lease liability | $ 2,800 |
Commitment and Contingencies -
Commitment and Contingencies - Lease Assets and Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease right of use assets | $ 2,227 |
Operating lease liabilities | |
Current portion included in current liabilities | 522 |
Long term portion included in non-current liabilities | 1,786 |
Total Operating lease liabilities | $ 2,308 |
Commitment and Contingencies _2
Commitment and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 792 | |
Variable lease cost | 0 | |
Short term lease income | (237) | $ (200) |
Total lease expense | $ 555 |
Commitment and Contingencies _3
Commitment and Contingencies - Lease Maturities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 773 |
2021 | 801 |
2022 | 829 |
2023 | 425 |
Total lease payments | 2,828 |
Less: present value adjustment | (520) |
Operating lease liabilities | $ 2,308 |
Commitments and Contingencies_2
Commitments and Contingencies - Contractual Obligations (Details) $ in Thousands | Aug. 24, 2017USD ($) | Apr. 21, 2017USD ($)installment | Dec. 31, 2019USD ($)installment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Schedule of Investments [Line Items] | |||||
Purchase of intangible assets | $ 0 | $ 1,000 | $ 2,000 | ||
Avira, Inc. | |||||
Schedule of Investments [Line Items] | |||||
Sale of patent in license agreement | $ 3,900 | $ 700 | |||
Number of quarterly installment payments | installment | 12 | 2 | |||
Installment amount payable | $ 300 | ||||
Fee receivable period | 3 years | ||||
IBM | Patents | |||||
Schedule of Investments [Line Items] | |||||
Fee receivable period | 2 years | ||||
Intangible assets acquired | $ 8,500 | ||||
Purchase of intangible assets | 2,000 | ||||
Cash payable | $ 6,500 | $ 4,000 | |||
Weighted average useful life | 4 years |
Litigation, Claims and Assess_2
Litigation, Claims and Assessments - (Details) - petition | May 26, 2016 | Nov. 05, 2015 |
Symantec Corp | ||
Loss Contingencies [Line Items] | ||
Number of petitions filed for inter partes review | 3 | |
Palo Alto Networks, Inc | ||
Loss Contingencies [Line Items] | ||
Number of petitions filed for inter partes review | 2 |
License, Settlement and Relea_2
License, Settlement and Release Agreements (Details) $ in Thousands | Oct. 03, 2019USD ($) | Apr. 30, 2019USD ($)installment_payment | Jan. 28, 2019USD ($) | Dec. 28, 2018USD ($) | Sep. 26, 2018USD ($) | Jun. 29, 2018USD ($)patent | Apr. 09, 2018USD ($) | Apr. 06, 2018USD ($)installment_payment | Feb. 28, 2018USD ($) | Feb. 01, 2018USD ($) | Dec. 29, 2017USD ($) | Apr. 21, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 24, 2017USD ($) | Mar. 02, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2019USD ($) | Jan. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Jan. 31, 2018USD ($) | Mar. 30, 2017USD ($) |
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Revenues | $ 13,150 | $ 82,300 | $ 50,484 | ||||||||||||||||||||
Mimecast | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 5,900 | ||||||||||||||||||||||
Payment period | 5 days | ||||||||||||||||||||||
Zscaler | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 7,250 | ||||||||||||||||||||||
Payment period | 5 days | ||||||||||||||||||||||
Percentage of gross revenues | 8.00% | ||||||||||||||||||||||
Number of quarterly installment payments | installment_payment | 4 | ||||||||||||||||||||||
Trend Micro Parties | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 13,400 | ||||||||||||||||||||||
Number of assets transferred | patent | 18 | ||||||||||||||||||||||
Carbon Black, Inc | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Payment period | 5 days | ||||||||||||||||||||||
Percentage of gross revenues | 8.00% | ||||||||||||||||||||||
Number of quarterly installment payments | installment_payment | 4 | ||||||||||||||||||||||
Cash received from license agreement | $ 3,900 | ||||||||||||||||||||||
Symantec Corp | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 65,000 | ||||||||||||||||||||||
Payment period | 20 years | ||||||||||||||||||||||
Fee receivable period | 4 years | ||||||||||||||||||||||
FireEye License | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Sale of patent in license agreement | $ 17,500 | ||||||||||||||||||||||
Receivable related to license agreement | 5,000 | ||||||||||||||||||||||
License fee receivable | $ 5,000 | ||||||||||||||||||||||
EU Licensee | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Litigation settlement, amount awarded from other party | $ 4,900 | ||||||||||||||||||||||
Payment period | 10 days | ||||||||||||||||||||||
Receivable related to license agreement | $ 2,300 | $ 1,300 | $ 1,300 | ||||||||||||||||||||
Sophos Inc | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Cash received from license agreement | $ 15,000 | ||||||||||||||||||||||
Receivable related to license agreement | $ 1,250 | $ 1,250 | $ 2,500 | ||||||||||||||||||||
Avast Software s.r.o. | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Cash received from license agreement | $ 7,745 | ||||||||||||||||||||||
Veracode, Inc, | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Cash received from license agreement | $ 2,000 | ||||||||||||||||||||||
License | Trend Micro Parties | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Revenues | 13,400 | ||||||||||||||||||||||
License | Carbon Black, Inc | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Revenues | $ 1,300 | $ 1,300 | 3,900 | ||||||||||||||||||||
Cash received from license agreement | $ 1,300 | ||||||||||||||||||||||
License | Symantec Corp | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Revenues | $ 65,000 | ||||||||||||||||||||||
License | FireEye License | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Revenues | 12,500 | ||||||||||||||||||||||
License | EU Licensee | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Revenues | $ 1,300 | $ 1,300 | 2,300 | ||||||||||||||||||||
License | Sophos Inc | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Revenues | $ 15,000 | ||||||||||||||||||||||
Maximum | Symantec Corp | Licensing Agreements | |||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||
Additional license fees | $ 45,000 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Capitalization (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | |||
Common stock, shares authorized (shares) | 80,000,000 | 80,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Stockholders' Equity - Stock Re
Stockholders' Equity - Stock Repurchase Program (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | May 02, 2018 | |
Equity [Abstract] | |||
Authorized repurchase amount | $ 10,000,000 | ||
Repurchased shares (shares) | 686,492 | ||
Repurchased shares, value | $ 2,000,000 | ||
Repurchased price per share (in dollars per share) | $ 2.93 | ||
Remaining authorized repurchase amount | $ 8,000,000 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Series A-1 Preferred Stock | ||
Class of Stock [Line Items] | ||
Deemed dividend | $ 0.9 | $ 4.6 |
Stockholders' Equity - Warrant
Stockholders' Equity - Warrant (Details) - USD ($) | Jun. 19, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 19, 2018 | Jun. 30, 2018 | Jul. 21, 2017 |
Class of Warrant or Right [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued (in shares) | 27,650,926 | 27,568,656 | |||||
Series A-1 warrant liability | $ 0 | $ 0 | $ 3,313,000 | ||||
Change in fair value of warrant liability | 0 | $ 3,445,000 | $ (2,217,000) | ||||
Aggregate intrinsic value of the warrant | $ 0 | ||||||
Weighted average contractual term of warrant | 6 months | ||||||
Common Stock Warrant | |||||||
Class of Warrant or Right [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||
Right to acquire variable amount of common stock, term | 15 months | ||||||
Common Stock Warrant | Soryn HLDR | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price (in dollars per share) | $ 3.18 | ||||||
Term of warrant | 3 years | ||||||
Series A-1 warrant liability | $ 3,300,000 | ||||||
Common Stock | Common Stock Warrant | Soryn HLDR | |||||||
Class of Warrant or Right [Line Items] | |||||||
Common stock warrant purchased (shares) | 2,000,000 | 2,400,000 | |||||
Common stock, shares issued (in shares) | 2,000,000 | 300,000 | 50,000 | ||||
Series A-1 warrant liability | $ 4,500,000 | ||||||
Change in fair value of warrant liability | $ (3,400,000) |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Underwriting Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Total proceeds from sale of stock | $ 12 | ||
Common Stock | Underwriting Agreement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issued (in shares) | 4.1 | ||
Price per share (in dollars per share) | $ 3.15 | ||
Price per share, net proceeds (in dollars per share) | $ 2.90 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | Jun. 21, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 10, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0.00% | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost not yet recognized | $ 0.8 | ||||
Compensation cost not yet recognized, period for recognition | 2 years 3 months 18 days | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0.3 | $ 0.9 | $ 0.6 | ||
Compensation cost not yet recognized | $ 0.8 | ||||
Compensation cost not yet recognized, period for recognition | 2 years 3 months 18 days | ||||
Selling, General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1 | $ 1.6 | $ 0.8 | ||
Global Share Option Plan and Israeli Sub-Plan | Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock underlying options outstanding (shares) | 1,489,532 | ||||
2014 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized under plan (shares) | 2,196,836 | ||||
Shares available for issuance under plan (shares) | 2,820,870 | ||||
Finjan Holdings, Inc. 2014 Incentive Compensation Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized (shares) | 1,000,000 | ||||
Percentage of outstanding stock | 5.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options Outstanding | |||
Outstanding, beginning (shares) | 2,486,646 | 2,341,340 | |
Options granted (shares) | 50,832 | 376,667 | |
Options exercised (shares) | 0 | 224,400 | |
Options forfeited (shares) | 181,281 | 6,961 | |
Outstanding, ending (shares) | 2,356,197 | 2,486,646 | 2,341,340 |
Outstanding, Exercisable (shares) | 1,843,468 | ||
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 1.89 | $ 1.77 | |
Options granted (in dollars per share) | 3.02 | 2.41 | |
Options exercised (in dollars per share) | 1.59 | ||
Options forfeited (in dollars per share) | 2.23 | 1.42 | |
Ending balance (in dollars per share) | 1.89 | $ 1.89 | $ 1.77 |
Exercisable (in dollars per share) | $ 1.75 | ||
Average Remaining Contractual Life (in years) | 5 years 11 months 4 days | 7 years 3 days | 5 years 9 months 10 days |
Average Remaining Contractual Life, Exercisable (in years) | 5 years 4 months 2 days | ||
Aggregate Intrinsic Value, Outstanding | $ 628 | $ 1,550 | $ 1,087 |
Aggregate Intrinsic Value, Exercisable | $ 624 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | |
Employee Grants | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 73.01% | 82.00% |
Expected term (in years) | 6 years | 6 years |
Risk-free rate | 2.22% | 2.24% |
Expected dividend yield | 0.00% | 0.00% |
Weighted average grant date fair value per share (in dollars per share) | $ 2.10 | $ 2.22 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Non-vested at beginning of year (shares) | 315,292 | 438,712 |
Shares granted (shares) | 253,113 | 200,000 |
Shares vested (shares) | 82,270 | 323,420 |
Non-vested at end of year (shares) | 486,135 | 315,292 |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 2.26 | $ 2.28 |
Shares granted (in dollars per share) | 2.17 | 3.16 |
Shares vested (in dollars per share) | 2.28 | 2.84 |
Weighted average grant date fair value, ending balance (in dollars per share) | $ 2.53 | $ 2.26 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Jul. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Chairman | Legal Services | ||||
Related Party Transaction [Line Items] | ||||
Legal fees | $ 200 | $ 300 | $ 200 | |
Amounts due to firm | $ 100 | $ 200 | ||
Director | ||||
Related Party Transaction [Line Items] | ||||
Quarterly sublease income | $ 45 | |||
Benhamou Global Ventures | Director | ||||
Related Party Transaction [Line Items] | ||||
Quarterly sublease income | $ 15 |
Income Tax - Components of Loss
Income Tax - Components of Loss Before Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (22,708) | $ 29,110 | $ 17,120 |
Foreign | 0 | (320) | (469) |
Income / (loss) before provision for income taxes | $ (22,708) | $ 28,790 | $ 16,651 |
Income Tax - Provision (Benefit
Income Tax - Provision (Benefit) for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Federal: | |||
Current | $ (641) | $ 4,010 | $ 0 |
Deferred | (4,630) | 2,231 | 7,694 |
State: | |||
Current | (1,121) | 1,329 | 43 |
Deferred | (209) | 482 | 269 |
Foreign: | |||
Current | 0 | 0 | |
Deferred | 0 | 73 | (129) |
Total Federal, State and Foreign | (6,601) | 8,125 | 7,877 |
Change in valuation allowance | 383 | (73) | (14,037) |
Income tax provision (benefit) | $ (6,218) | $ 8,052 | $ (6,160) |
Income Tax - Effective Income T
Income Tax - Effective Income Tax Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. Federal statutory rate | 21.00% | 21.00% | 34.00% |
State rate, net of federal benefit | 3.20% | 5.00% | 2.80% |
Permanent differences: | |||
Change in tax rate | 0.00% | 0.00% | 16.40% |
Impact of tax reform | 0.00% | 0.00% | (16.40%) |
Foreign derived intangible income benefit | 3.70% | (0.40%) | 0.00% |
Deferred tax adjustment | (0.50%) | 0.50% | (0.30%) |
Stock based compensation | 0.00% | (0.40%) | 0.10% |
§162(m) limited compensation | 0.00% | 1.10% | 0.00% |
Foreign tax rate difference | 0.00% | 0.00% | 0.30% |
Fair value measurement of warrants | 0.00% | 2.50% | (4.50%) |
Other | 0.00% | (1.60%) | (1.60%) |
Change in valuation allowance | (0.10%) | 0.30% | (67.90%) |
Income tax provision (benefit) | 27.30% | 28.00% | (37.10%) |
Income Tax - Deferred Tax Asset
Income Tax - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | |||
Net operating losses | $ 5,346 | $ 535 | $ 3,912 |
Stock-based compensation | 772 | 736 | 572 |
Intangible assets | 1,983 | 2,412 | 2,190 |
Other | 359 | 340 | 115 |
Total deferred tax assets | 8,460 | 4,023 | 6,789 |
Valuation allowance | (918) | (535) | (462) |
Deferred tax asset, net of valuation allowance | 7,542 | 3,488 | 6,327 |
Deferred tax liability | (275) | (677) | (126) |
Net deferred tax assets | $ 7,267 | $ 2,811 | $ 6,201 |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||
Change in valuation allowance | $ 383 | $ (73) | $ (14,037) |
Provisional income tax expense | $ 2,800 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carryforwards | 20,700 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carryforwards | 6,700 | ||
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
NOL carryforwards | $ 2,300 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Jan. 23, 2020USD ($) |
Subsequent Event | Bitdefender Inc. | Licensing Agreements | |
Subsequent Event [Line Items] | |
Litigation settlement, amount awarded from other party | $ 3.8 |
Uncategorized Items - fnjn-2019
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,872,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,872,000 |