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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
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☒ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2019
or
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☐ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number: 001-33304
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FINJAN HOLDINGS, INC. | | |
(Exact name of registrant as specified in its charter) | | |
| | |
Delaware | | 20-4075963 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
2000 University Ave., Suite 600 | | |
East Palo Alto, CA 94303 | | |
650-282-3228 | | |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☑ | Smaller reporting company | ☑ |
Emerging growth company | ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(g) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.0001 per share | FNJN | NASDAQ Capital Market |
As of November 1, 2019, 27,639,888 shares of the registrant’s common stock, par value $0.0001 per share, were outstanding.
FINJAN HOLDINGS, INC.
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION | | |
| | |
Item 1. | | |
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| Condensed Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018 | |
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| Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018 (unaudited) | |
| | |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2019 and 2018 (unaudited) | |
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| Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018 (unaudited) | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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PART II – OTHER INFORMATION | | |
| | |
Item 1. | | |
| | |
Item 1A | | |
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Item 2. | | |
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Item 3. | | |
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Item 4. | | |
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Item 5. | | |
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Item 6. | | |
PART I - FINANCIAL INFORMATION
Item 1. Financial Information
FINJAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and par value)
| | | | | | | | | | | | |
| September 30, 2019 | | December 31, 2018 | |
Assets | (Unaudited) | | | |
Current assets: | | | | |
Cash and cash equivalents | $ | 16,432 | | | $ | 32,011 | | |
Short term investments | 17,161 | | | 11,303 | | |
Accounts receivable | 5,900 | | | 2,550 | | |
Prepaid expenses and other current assets | 1,934 | | | 6,580 | | |
Total current assets | 41,427 | | | 52,444 | | |
Property and equipment, net | 486 | | | 99 | | |
Investments | 4,218 | | | 3,518 | | |
Intangible assets, net | 4,040 | | | 5,507 | | |
Deferred income taxes | 6,292 | | | 2,811 | | |
Right of use assets | 2,356 | | | — | | |
Other assets, non-current | 214 | | | 214 | | |
Total assets | $ | 59,033 | | | $ | 64,593 | | |
Liabilities and Stockholders' Equity | | | | |
Current liabilities: | | | | |
Accounts payable | $ | 5,837 | | | $ | 4,394 | | |
Accounts payable - related parties | 13 | | | 163 | | |
Accrued expenses | 2,213 | | | 394 | | |
Lease liability | 523 | | | — | | |
Other liabilities, current | 2,000 | | | 1,500 | | |
Total current liabilities | 10,586 | | | 6,451 | | |
Lease liability, non-current | 1,914 | | | — | | |
Other liabilities, non-current | 1,712 | | | 3,463 | | |
Total liabilities | 14,212 | | | 9,914 | | |
| | | | |
Commitments and contingencies | | | | |
| | | | |
Stockholders' equity | | | | |
Preferred stock - $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2019 and December 31, 2018 | — | | | — | | |
Common stock - $0.0001 par value; 80,000,000 shares authorized 27,625,208 and 27,568,656 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 3 | | | 3 | | |
Additional paid-in capital | 29,228 | | | 28,534 | | |
Retained earnings | 15,590 | | | 26,142 | | |
Total stockholders' equity | 44,821 | | | 54,679 | | |
Total liabilities and stockholders' equity | $ | 59,033 | | | $ | 64,593 | | |
The accompanying notes are an integral part of the condensed consolidated financial statements
FINJAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | | | Nine Months Ended September 30, | | |
| 2019 | | 2018 | | 2019 | | 2018 |
Revenues | $ | 5,900 | | | $ | — | | | $ | 13,150 | | | $ | 82,300 | |
Cost of revenues | 1,003 | | | — | | | 1,931 | | | 14,601 | |
Gross profit | 4,897 | | | — | | | 11,219 | | | 67,699 | |
Research and development expense | 484 | | | 789 | | | 1,490 | | | 1,773 | |
Selling, general and administrative expenses | 7,486 | | | 7,938 | | | 24,074 | | | 22,113 | |
Total operating expenses | 7,970 | | | 8,727 | | | 25,564 | | | 23,886 | |
Income (loss) from operations | (3,073) | | | (8,727) | | | (14,345) | | | 43,813 | |
Other income (expense) | | | | | | | |
Change in fair value of warrant liability | — | | | (1,046) | | | — | | | (3,445) | |
Interest expense | (98) | | | (136) | | | (324) | | | (701) | |
Interest and other income | 206 | | | 38 | | | 639 | | | 106 | |
Income (loss) before income taxes | (2,965) | | | (9,871) | | | (14,030) | | | 39,773 | |
Provision (benefit) for income taxes | (385) | | | (2,252) | | | (3,478) | | | 11,135 | |
Net income (loss) | (2,580) | | | (7,619) | | | (10,552) | | | 28,638 | |
| | | | | | | |
Accretion of preferred stock | — | | | — | | | — | | | (925) | |
| | | | | | | |
Net income (loss) to common stockholders | $ | (2,580) | | | $ | (7,619) | | | $ | (10,552) | | | $ | 27,713 | |
| | | | | | | |
Net income (loss) per share, basic | $ | (0.09) | | | $ | (0.28) | | | $ | (0.38) | | | $ | 1.04 | |
Net income (loss) per share, diluted | $ | (0.09) | | | $ | (0.28) | | | $ | (0.38) | | | $ | 1.01 | |
| | | | | | | |
Net income (loss) per share applicable to common stockholders, basic | $ | (0.09) | | | $ | (0.28) | | | $ | (0.38) | | | $ | 1.01 | |
Net income (loss) per share applicable to common stockholders, diluted | $ | (0.09) | | | $ | (0.28) | | | $ | (0.38) | | | $ | 0.98 | |
| | | | | | | | | |
Weighted-average common shares outstanding, basic | 27,623,768 | | | 27,247,462 | | | 27,609,176 | | | 27,488,437 | |
Weighted-average common shares outstanding, diluted | 27,623,768 | | | 27,247,462 | | | 27,609,176 | | | 28,417,453 | |
The accompanying notes are an integral part of the condensed consolidated financial statements
FINJAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended September 30, 2019 and 2018 | | | | | | | | | | |
| | Common Stock | | | | | | | | |
| | Shares | | Amount | | Additional Paid-In Capital | | Retained Earnings | | Total |
| | | | | | | | | | |
Balance - June 30, 2019 | | 27,610,520 | | | $ | 3 | | | $ | 29,031 | | | $ | 18,170 | | | $ | 47,204 | |
Stock-based compensation expense | | — | | | — | | | 197 | | | — | | | 197 | |
Exercise of RSUs | | 14,688 | | | — | | | — | | | — | | | — | |
Net loss | | — | | | — | | | — | | | (2,580) | | | (2,580) | |
Balance - September 30, 2019 | | 27,625,208 | | | $ | 3 | | | $ | 29,228 | | | $ | 15,590 | | | $ | 44,821 | |
| | | | | | | | | | |
Balance - June 30, 2018 | | 27,172,924 | | | $ | 3 | | | $ | 23,005 | | | $ | 41,661 | | | $ | 64,669 | |
Stock-based compensation expense | | — | | | — | | | 471 | | | — | | | 471 | |
Exercise of RSUs and stock options | | 87,175 | | | — | | | 21 | | | — | | | 21 | |
Warrant liability adjustment | | — | | | — | | | 4,541 | | | — | | | 4,541 | |
Net loss | | — | | | — | | | — | | | (7,619) | | | (7,619) | |
Balance - September 30, 2018 | | 27,260,099 | | | $ | 3 | | | $ | 28,038 | | | $ | 34,042 | | | $ | 62,083 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Nine Months Ended September 30, 2019 and 2018 | | | | | | | | | | |
| | Common Stock | | | | | | | | |
| | Shares | | Amount | | Additional Paid-In Capital | | Retained Earnings | | Total |
| | | | | | | | | | |
Balance - December 31, 2018 | | 27,568,656 | | | $ | 3 | | | $ | 28,534 | | | $ | 26,142 | | | $ | 54,679 | |
Stock-based compensation expense | | — | | | — | | | 694 | | | — | | | 694 | |
Exercise of RSUs | | 56,552 | | | — | | | — | | | — | | | — | |
Net loss | | — | | | — | | | — | | | (10,552) | | | (10,552) | |
Balance - September 30, 2019 | | 27,625,208 | | | $ | 3 | | | $ | 29,228 | | | $ | 15,590 | | | $ | 44,821 | |
| | | | | | | | | | |
Balance - December 31, 2017 | | 27,707,328 | | | $ | 3 | | | $ | 22,968 | | | $ | 5,555 | | | $ | 28,526 | |
Stock-based compensation expense | | — | | | — | | | 1,224 | | | — | | | 1,224 | |
Exercise of RSUs and stock options | | 239,263 | | | — | | | 230 | | | — | | | 230 | |
Shares repurchased | | (686,492) | | | — | | | — | | | (2,023) | | | (2,023) | |
Accretion of Series A-1 preferred stock | | — | | | — | | | (925) | | | — | | | (925) | |
ASC 606 adjustment | | — | | | — | | | — | | | 1,872 | | | 1,872 | |
Warrant liability adjustment | | — | | | — | | | 4,541 | | | — | | | 4,541 | |
Net income | | — | | | — | | | — | | | 28,638 | | | 28,638 | |
Balance - September 30, 2018 | | 27,260,099 | | | $ | 3 | | | $ | 28,038 | | | $ | 34,042 | | | $ | 62,083 | |
The accompanying notes are an integral part of the condensed consolidated financial statements
FINJAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| | | | | | | | | | | |
| Nine Months Ended September 30, | | |
| 2019 | | 2018 |
Cash flows from operating activities: | | | |
Net income (loss) | $ | (10,552) | | | $ | 28,638 | |
Adjustments to reconcile net income (loss) to net cash provided (used in) by operating activities: | | | |
Depreciation and amortization | 1,525 | | | 1,300 | |
Non-cash lease expense | 366 | | | — | |
Change in fair value of warrant liability | — | | | 3,445 | |
Deferred income taxes | (3,481) | | | 2,738 | |
Stock-based compensation | 694 | | | 1,224 | |
Amortization of discount and premium on investments | (230) | | | — | |
Changes in operating assets and liabilities: | | | |
Accounts receivable | (3,350) | | | 1,306 | |
Prepaid expenses and other assets | 4,646 | | | (2,267) | |
Lease liability | (356) | | | — | |
Accounts payable | 1,443 | | | (2,012) | |
Accounts payable - related parties | (150) | | | — | |
Accrued expenses | 1,819 | | | (320) | |
Accrued income taxes | — | | | — | |
Other liabilities | (1,180) | | | (496) | |
Net cash provided by (used in) operating activities | (8,806) | | | 33,556 | |
| | | |
Cash flows from investing activities: | | | |
Purchase of patents | — | | | (1,000) | |
Purchase of fund investment | (700) | | | (900) | |
Purchase of marketable securities | (19,175) | | | — | |
Redemption of marketable securities | 13,547 | | | — | |
Leasehold improvements | (445) | | | — | |
Net cash used in investing activities | (6,773) | | | (1,900) | |
| | | |
Cash flows from financing activities: | | | |
Repurchase of Finjan Holdings shares | — | | | (2,024) | |
Proceeds from exercise of stock options | — | | | 231 | |
Redemption of preferred shares | — | | | (19,890) | |
Net cash used in financing activities | — | | | (21,683) | |
Net (decrease) increase in cash and cash equivalents | (15,579) | | | 9,973 | |
Cash and cash equivalents - beginning | 32,011 | | | 41,169 | |
Cash and cash equivalents - ending | $ | 16,432 | | | $ | 51,142 | |
| | | | | | | | | | | |
Supplemental disclosures of cash flow information: | | | |
Cash paid for income taxes | $ | — | | | $ | 10,700 | |
| | | | | | | | | | | |
Supplemental disclosures of cash flow information, non-cash: | | | |
Accretion of series A-1 preferred stock to redemption value | $ | — | | | $ | 925 | |
Changes in accounts receivable, adoption of ASC 606 | $ | — | | | $ | 2,550 | |
Changes in deferred tax, adoption of ASC 606 | $ | — | | | $ | 678 | |
Reclassification of warrant liability to equity | $ | — | | | $ | 4,541 | |
The accompanying notes are an integral part of the condensed consolidated financial statements
FINJAN HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Finjan 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 on 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 condensed consolidated financial statements for the three and nine months ended September 30, 2019 and 2018. The Company’s common stock has been trading on the NASDAQ Capital Market ("NASDAQ") since May 2014.
BASIS OF PRESENTATION
These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (“SEC”), for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) can be condensed or omitted. The condensed consolidated balance sheet for the year ended December 31, 2018 was derived from the Company's audited financial statements, but does not include all disclosures required by U.S. GAAP. The information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto of the Company for the year ended December 31, 2018 which were included in the annual report on Form 10-K filed by the Company on March 13, 2019.
In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and notes thereto of the Company and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of the Company’s financial position and operating results. The results for the three and nine months ended September 30, 2019 are not necessarily indicative of the operating results for the year ending December 31, 2019, or any other interim or future periods.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to stock-based compensation, investments, 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.
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts of Finjan Holdings and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
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.
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 when the arrangement with the licensee has been signed and the license has been delivered and made effective, provided the license fees are fixed or determinable and collectability is reasonably assured.
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 condensed 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 condensed consolidated statements of operations. Legal release as part of a settlement agreement is recognized as a separate line item in the condensed 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.
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 September 30, 2019 and December 31, 2018, the carrying value of the Company’s U.S. Treasury Bills approximates their fair value due to their short-term maturities.
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:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months ended September 30, | | | | Nine Months ended September 30, | | |
| 2019 | | 2018 | | 2019 | | 2018 |
| (In thousands, except share and per share data) | | | | | | |
Numerator: | | | | | | | |
Net income (loss) to common stockholders | $ | (2,580) | | | $ | (7,619) | | | $ | (10,552) | | | $ | 27,713 | |
| | | | | | | |
Denominator: | | | | | | | |
Weighted-average common shares, basic | 27,623,768 | | | 27,247,462 | | | 27,609,176 | | | 27,488,437 | |
Weighted-average common shares, diluted* | 27,623,768 | | | 27,247,462 | | | 27,609,176 | | | 28,417,453 | |
Net income (loss) per common share: | | | | | | | |
Basic: | $ | (0.09) | | | $ | (0.28) | | | $ | (0.38) | | | $ | 1.01 | |
Diluted: | $ | (0.09) | | | $ | (0.28) | | | $ | (0.38) | | | $ | 0.98 | |
* For the three and nine months ended September 30, 2019 the securities would be anti-dilutive and therefore were excluded. For the three months ended September 30, 2018, the securities would be anti-dilutive and therefore were excluded. For the nine months ended September 30, 2018, the diluted earnings per common share included 209,689 unvested RSUs and the weighted average effect of 719,327 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 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:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months ended September 30, | | | | Nine Months ended September 30, | | |
| 2019 | | 2018 | | 2019 | | 2018 |
Stock options | 2,356,198 | | | 2,574,981 | | | 2,356,198 | | | 733,025 | |
Restricted stock units | 511,853 | | | 542,476 | | | 511,853 | | | 17,778 | |
Warrants | 2,355,506 | | | 2,355,506 | | | 2,355,506 | | | 2,355,506 | |
Total | 5,223,557 | | | 5,472,963 | | | 5,223,557 | | | 3,106,309 | |
INCOME TAXES
The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed annually for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax expense 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.
RECENT ACCOUNTING PRONOUNCEMENTS
Recently adopted accounting pronouncements
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 condensed 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 Condensed Consolidated Statements of Operations or Cash Flows. Refer to Note 3, 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.
On January 1, 2019 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 condensed consolidated financial statements and related disclosures.
Recently issued accounting pronouncements not yet adopted
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 its condensed 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 condensed consolidated financial statements upon adoption.
NOTE 2 - SHORT TERM INVESTMENTS, PREPAID EXPENSES AND OTHER CURRENT ASSETS
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:
| | | | | | | | | | | | | | |
Security Type | | Fair Value | | |
| | September 30, 2019 | | December 31, 2018 |
| | (in thousands) | | |
Government | | $ | 1,002 | | | $ | — | |
Asset Backed | | 3,354 | | | 1,786 | |
Industrial | | 5,484 | | | 2,381 | |
Financial | | 7,321 | | | 7,136 | |
| | $ | 17,161 | | | $ | 11,303 | |
Prepaid Expenses and Other Current Assets
The components of prepaid expenses and other current assets are as presented below:
| | | | | | | | | | | |
| September 30, 2019 | | December 31, 2018 |
| (in thousands) | | | |
Prepaid income tax | $ | 1,425 | | | $ | 5,429 | |
Other prepaid expenses and other current assets | 509 | | | 1,151 | |
| $ | 1,934 | | | $ | 6,580 | |
In June 2019, a tax refund of $4.0 million for the prepayment made during 2018 was received from the Internal Revenue Service.
NOTE 3 – COMMITMENTS AND CONTINGENCIES
Operating Leases
On July 19, 2018, the Company entered into an office lease agreement for its headquarters through June 30, 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 Company has two sub-leases 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.
The balance sheet classification of the Company’s right-of-use asset and lease liabilities was as follows (in thousands):
| | | | | |
| September 30, 2019 |
Operating lease right of use assets | $ | 2,356 | |
| |
Operating lease liabilities | |
Current portion included in current liabilities | 523 | |
Long Term portion included in non-current liabilities | 1,914 | |
Total Operating lease liabilities | $ | 2,437 | |
The components of lease expenses, net which were included in Total expenses in the Company’s condensed consolidated statements of operations, were as follows (in thousands):
| | | | | | | | | | | |
| Three Months ended September 30, 2019 | | Nine Months ended September 30, 2019 |
Operating lease cost | $ | 198 | | | $ | 594 | |
Variable lease cost | — | | | — | |
Short term lease income | (59) | | | (177) | |
| $ | 139 | | | $ | 417 | |
Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2019 was $0.6 million and was included in Net cash used in operating activities in the company's condensed 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.
As of September 30, 2019, the maturities of the Company’s operating lease liabilities were as follows (in thousands):
| | | | | |
For the year ending December 31, | |
2019, remainder | $ | 192 | |
2020 | 773 | |
2021 | 801 | |
2022 | 829 | |
2023 | 425 | |
Total lease payments | $ | 3,020 | |
Less: Present value adjustment | (583) | |
Operating lease liabilities | $ | 2,437 | |
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 September 30, 2019, the weighted average remaining lease term is 3.75 years and the weighted average discount rate used to determine the operating lease liabilities was 11%.
Capital Commitments
On November 21, 2013, the Company made a $5.0 million commitment to invest in JVP VII Cyber Strategic Partners, L.P. (the “JVP Fund”), an Israel-based limited partnership venture capital fund seeking to invest in early-stage cyber technology companies. If and when the Company funds the entire amount of the investment, it will be less than a 10% limited partnership interest in which the Company will not be able to exercise control over the fund. Accordingly, the Company has accounted for this investment under the cost method of accounting.
Following cash calls on April 1, 2019 and September 16, 2019 of $0.5 million and $0.2 million, respectively, the Company has an outstanding capital commitment of $1.1 million to the JVP Fund as of September 30, 2019. The remaining commitment can be called at any time.
Contractual Commitments
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 utilize the VPN Platform as part of its VitalSecurity™ 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 began paying Avira $3.9 million in fees under the Distribution Agreement, payable in 12 quarterly installments of $0.3 million over the subsequent 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 period of service. As of September 30, 2019, the Company has a $1.0 million contractual obligation due over the next 3 quarters.
Finjan Blue
The Company and Finjan Blue entered into a Patent Assignment Agreement with IBM effective as of August 24, 2017. Pursuant to the Patent Assignment Agreement, Finjan Blue acquired 41 select issued and pending 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 made its second payment of $1.0 million on August 24, 2018 and a third payment of $1.5 million on September 9, 2019. As of September 30, 2019, the Company has a remaining balance due of $4.0 million.
The IBM Security Patents from the Patent Assignment Agreement have been recorded at their present value of $7.0 million in the first quarter of 2018, recognizing a present value adjustment of $1.4 million. Accretion related to the present value and amortization expense is recognized over the expected useful life. Accretion and amortization expense was $0.1 million and $0.5 million for the three months ended September 30, 2019, respectively and $0.3 million and $1.5 million for the nine months ended September 30, 2019, respectively, $0.1 million and $0.5 million for the three months ended September 30, 2018, respectively and $0.7 million and $1.3 million for the nine months ended September 30, 2018, respectively. The amortization expense from the May 2018 Patent Assignment Agreement is included in the amortization expense detailed above.
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.
NOTE 4 - ACCRUED EXPENSES
Accrued Expenses
The components of accrued expenses are as presented below:
| | | | | | | | | | | |
| September 30, 2019 | | December 31, 2018 |
| (in thousands) | | | |
Legal - Litigation / Licensing | $ | 1,725 | | | $ | — | |
Compensation | 381 | | | 336 | |
Other | 107 | | | 58 | |
| $ | 2,213 | | | $ | 394 | |
NOTE 5 - LICENSE, SETTLEMENT AND RELEASE AGREEMENT
On September 30, 2019, each of Finjan, Finjan Mobile and Finjan Blue entered into a Confidential Patent License Agreement (collectively, the “Mimecast License Agreements”) with Mimecast Limited ("Mimecast"). 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 Mimecast License Agreements, Mimecast and its licensed affiliates (the “Mimecast Parties”) will obtain 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 agreement date, which payment was received on October 3, 2019. The remaining terms of the Mimecast License Agreements and the Letter Agreement are confidential.
On April 30, 2019, the Company and Zscaler, Inc. (“Zscaler”) entered into a Confidential Patent License and Settlement Agreement (the “License and Settlement Agreement”). 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 agreed to pay Finjan $7.25 million in cash within five (5) business days of April 30, 2019, the effective date of the License and Settlement Agreement, which payment has been received by Finjan on April 30, 2019. 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 February 28, 2018, the Company and 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 as of March 31, 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 April 21, 2017, the Company entered into a Confidential Patent License Agreement (the “April 2017 Agreement”) with a European corporation (“EU Licensee”). Pursuant to the April 2017 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, which was received in May, 2017, (ii) $1.3 million on or before January 31, 2018, which was paid on February 1, 2018 and (iii) $1.3 million on or before January 31, 2019. The Company collected and recognized $2.3 million of the $4.9 million license as revenues as of June 30, 2017. The second installment of $1.3 million was received on February 1, 2018 and recognized as revenues as of December 31, 2017. The final payment of $1.3 million was received on January 28, 2019, and was included in accumulated adjustments on January 1, 2018 under ASC 606. Such license does not grant EU Licensee any right to transfer, sublicense or grant any rights under the April 2017 Agreement to a third party except as specifically provided under the April 2017 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 April 2017 Agreement are confidential.
On March 30, 2017, Finjan entered into a Confidential Master Agreement (the “Sophos 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 Sophos 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 Sophos 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 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 as of March 31, 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, of which $1.25 million was received on March 29, 2018 and a final payment of $1.25 million was received on March 28, 2019 and was included in accumulated adjustments on January 1, 2018 under ASC 606.
NOTE 6 - STOCKHOLDERS' EQUITY
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. As of September 30, 2019, the Company has a remaining authorization of $8.0 million for future share repurchases.
Preferred Stock
Series A-1
During the quarter ended March 31, 2018, the Company retired all shares of the Series A-1 Preferred stock, $19.9 million or 153,000 shares; $15.3 million reduced the original recorded value of the Series A-1 Preferred stock and $4.6 million reduced the accreted value.
During the issuance of the Series A-1 Preferred stock, the Company incurred issuance costs of $1.0 million which were recorded as an offset to the preferred stock. Such costs have been recognized as a deemed dividend upon the redemption and retirement of the Preferred stock, which occurred during the quarter ended March 31, 2018.
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 2,000,000 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 2,355,506 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 2,000,000 shares, increased by an additional 309,136 shares on June 30, 2017 and an additional 46,370 shares on July 25, 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 condensed 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.
NOTE 7 – STOCK BASED COMPENSATION
Stock-based compensation to employees and non-employees is recognized as expense in the condensed consolidated statement of operations. The compensation cost for all stock-based awards is measured at the grant date, based on the fair value of the award (determined using Black-Scholes option pricing model for stock options and fair value for Restricted Stocks Units ("RSUs"), and is recognized as an expense over the requisite service period (generally the vesting of the equity awards). Determining the fair value of stock-based awards at the grant date requires significant estimates and judgments, including future employee stock option exercise behavior and requisite service periods. The Company adopted ASU 2016-09 and 2018-07 during the year ended December 31, 2018 and recognizes forfeitures as they occur. There were none since the adoption of these pronouncements.
On June 21, 2017, at the annual meeting of stockholders, the Company's shareholders approved (i) an increase of 1,000,000 shares to the Finjan Holdings, Inc. 2014 Plan and (ii) the addition of an “evergreen” feature which provides for the annual replenishment of shares to the Restated 2014 Plan share reserve without stockholder approval, which represented an additional 1,385,366 shares as of January 1, 2018 and 1,378,432 shares as of January 1, 2019 (equal to 5.0% of our outstanding shares of Common Stock as of the end of our immediately preceding fiscal year). As of September 30, 2019, the Company has 2,820,870 shares available for issuance under the 2014 Plan.
During the three and nine months ended September 30, 2019, the Company expensed $0.2 million and $0.7 million, respectively and $0.5 million and $1.2 million for the three and nine months ended September 30, 2018, respectively, of stock-based compensation in the condensed consolidated statements of operations. All stock-based compensation expenses were related to selling, general and administration.
Stock Options
The following table is a summary of stock option activity during the nine months ended September 30, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Number of Options Outstanding | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Life (in years) | | Aggregate Intrinsic Value (in thousands) |
Outstanding 2013 & 2014 Plans – December 31, 2018 | | 2,486,646 | | | $ | 1.89 | | | 7.00 | | $ | 1,550 | |
Options granted | | 50,832 | | | 2.28 | | | 9.74 | | — | |
Options exercised | | — | | | — | | | — | | | — | |
Options forfeited | | (181,280) | | | 2.23 | | | — | | | — | |
Outstanding – September 30, 2019 | | 2,356,198 | | | $ | 1.89 | | | 6.33 | | $ | 628 | |
Exercisable – September 30, 2019 | | 1,688,640 | | | $ | 1.70 | | | 5.25 | | $ | 618 | |
The Company estimates the fair values of stock options using the Black-Scholes option-pricing model. The assumptions used in the Black-Scholes option-pricing model and the weighted-average grant date fair value of the option awards for the periods presented were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Three and Nine Months ended September 30, | | | | |
| | 2019 | | | 2018 | |
Volatility | | | 65.01% | | | 105% | |
Expected term (in years) | | | 6 | | | 6 |
Risk-free rate | | | 2.37% | | | 2.24% | |
Expected dividend yield | | | — | | | | — | |
Weighted-average grant date fair value per option | | $ | | 1.76 | | $ | | 2.24 | |
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.
Restricted Stock Units
The following table is a summary of restricted stock units award activity during the nine months ended September 30, 2019:
| | | | | | | | | | | |
| Nine Months ended | | |
| September 30, 2019 | | |
| Number of Shares | | | Weighted Average Grant Date Fair Value |
Non-vested at beginning of period | 315,292 | | | $ | 2.26 | |
Shares vested | (56,552) | | | 2.30 | |
Shares granted | 253,113 | | | 2.28 | |
Non-vested | 511,853 | | | $ | 2.27 | |
The aggregate intrinsic value of the unvested RSU's was $1.0 million as of September 30, 2019.
As of September 30, 2019, total compensation cost not yet recognized related to restricted stock awards and unvested stock options was approximately $1.9 million, which is expected to be recognized over a weighted-average period of 2.1 years.
NOTE 8 – RELATED PARTY TRANSACTIONS
In the course of business, the Company obtains legal services from a firm in which the Company’s Chairman is a partner. The Company incurred approximately $38,000 and $114,000 in legal fees to the firm for the three and nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019 and December 31, 2018, the Company had balances due to this firm of approximately $13,000 and $163,000 respectively. Such amounts are included as part of accounts payable - related parties on the accompanying condensed consolidated balance sheets.
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 Managing Director. Rental income from the sublease is approximately $15,000 quarterly for an undefined term.
The Company entered into a second sublease agreement at its headquarters, effective July 1, 2018 with a portfolio company in which one of the Company's Directors is an investor and is represented on the board. Rental income from the sublease is approximately $45,000 quarterly for an undefined term.
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. The legally enforceable terms of these sub-leases are month-to-month. As a result of the criteria outlined above, we have not included these sub-leases under ASC 842 and lessor accounting due to the legally enforceable term of less than one year and will continue to recognize amounts related to these sub-leases as income each month.
NOTE 9 - 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. The Court also set a status conference for January 10, 2020, and a tentative date for the jury trial to commence on March 9, 2020. On October 16, 2019, the Court issued its Order on Motions for Summary Judgment and Motions to Exclude or Strike. On October 28, 2019, the Court issued an Order scheduling the jury trial to commence on March 9, 2020 and setting a pretrial conference and motion in limine hearing for February 21, 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