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SERIES A PREFERRED STOCK
3 Months Ended
Mar. 31, 2017
Temporary Equity Disclosure [Abstract]  
SERIES A PREFERRED STOCK
SERIES A PREFERRED STOCK

On May 6, 2016, Finjan entered into a Series A Preferred Stock Purchase Agreement with Halcyon LDRII, pursuant to which the Company agreed to issue to Halcyon LDRII in a private placement an aggregate of 102,000 shares of the Company’s Series A Preferred Stock Shares at a purchase price of $100.00 per share, for aggregate proceeds of $10.2 million. The closing of the Private Placement occurred on May 20, 2016. The Company incurred issuance costs of $0.7 million which were recorded as an offset to the redeemable preferred stock.

The Series A Preferred Stock was accounted for under Section 480-10-S99 - Distinguishing Liabilities from Equity (FASB Accounting Standards Codification 480) as amended by ASU 2009-04 - Accounting for Redeemable Equity Instruments (“ASU 2009-04”). Under ASU 2009-04, a redeemable equity security is to be classified as temporary equity if it is conditionally redeemable a) at a fixed or determinable price on a fixed or determinable date, b) at the option of the holder, or c) upon the occurrence of an event that is not solely within the control of the issuer. The Company’s financing is redeemable at the option of the holder. Therefore, the Company classified the Series A Preferred Stock as temporary equity in the condensed consolidated balance sheet.

The Series A Preferred Stock have redemption features that have a determinable price and determinable date based on the following liquidation preferences:

The lesser of:

2.8x the original purchase price (OPP); or the following:

1.5x the OPP if redeemed within 90 days of closing; or
1.65x the OPP if redeemed between 90 and 360 days of closing; or
1.75x the OPP if redeemed between 360 days and 720 days of closing; or
Thereafter, 1.75x the OPP plus 0.1x the OPP for every 90 day period the preferred remains outstanding.

The redemption feature is at the option of the holder and is defined in the Certificate of Designation as a percentage of certain revenues, which varies by type of revenue as well as date received. These revenues include monetary awards, damages, fees, recoveries, judgments in a suit, as well as monies received from gross licensing, royalty or similar revenue recovered from JVP related to Finjan’s investment in JVP. Such monetary awards are not solely within the control of Finjan.

The increase in the redemption value is a deemed dividend that increases the carrying value of the Series A Preferred Stock to equal the redemption value at the end of each reporting period with an offsetting decrease to additional paid-in-capital.

On August 19, 2016, the Company's Series A Preferred liquidation preference increased from 1.50 to 1.65; as a result, the Company accreted a dividend of $1.3 million. At March 31, 2017, the Series A Preferred stock was $6.3 million, net of redemptions and the Liquidation value was $6.6 million.

During 2016, the Company redeemed $2.8 million or 18,498 shares of the Series A Preferred stock; $1.8 million reducing the original recorded value of the Series A Preferred stock and $1.0 million reducing the accreted value.

During the period ended March 31, 2017 the Company redeemed $7.2 million or 43,769 shares of the Series A Preferred stock; $4.4 million reducing the original recorded value of the Series A Preferred stock and $2.8 million reducing the accreted value.

Subsequent to March 31, 2017, the Company redeemed $6.6 million or 39,733 shares of the Series A Preferred stock; $4.0 million reduced the original recorded value of the Series A Preferred stock and $2.6 million reduced the accreted value. As a result, the Company has now retired all shares of Series A Preferred Stock issued in its $10.2 million Series A Preferred Stock financing led by Halcyon Long Duration Recoveries Investments I LLC (“Halcyon LDII”).