0000921895-18-002876.txt : 20181029 0000921895-18-002876.hdr.sgml : 20181029 20181029164550 ACCESSION NUMBER: 0000921895-18-002876 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20181029 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181029 DATE AS OF CHANGE: 20181029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBALSCAPE INC CENTRAL INDEX KEY: 0001112920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 742785449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33601 FILM NUMBER: 181144687 BUSINESS ADDRESS: STREET 1: 4500 LOCKHILL SELMA STREET 2: STE 150 CITY: SAN ANTONIO STATE: TX ZIP: 78249 BUSINESS PHONE: 2103088267 MAIL ADDRESS: STREET 1: 4500 LOCKHILL SELMA STREET 2: STE 150 CITY: SAN ANTONIO STATE: TX ZIP: 78249 8-K 1 form8k11906003_10292018.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): October 29, 2018

 

GlobalSCAPE, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware 001-33601 74-2785449
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
4500 Lockhill Selma Road, Suite 150, San Antonio, Texas 78249
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (210) 308-8267

 

 
(Former Name or Former Address, If Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐ 

 

 

Item 2.02Results of Operations and Financial Condition.

 

On October 29, 2018, GlobalSCAPE, Inc. (the “Company”) issued a press release announcing financial results for the Company’s third quarter of 2018. A copy of the press release is furnished with this report as Exhibit 99.1. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits 
   
Exhibit No.Description
   
99.1Press Release dated October 29, 2018.

  

 

 

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  GLOBALSCAPE, INC.  
     
     
Dated: October 29, 2018 By: /s/ Matthew Goulet  
    Name: Matthew Goulet  
    Title: President and Chief Executive Officer  

 

 

 

  

EXHIBIT INDEX

 

Exhibit No.Description
   
99.1Press Release dated October 29, 2018.

  

EX-99.1 2 ex991to8k11906003_102918.htm

Exhibit 99.1

 

 

 

GlobalSCAPE, Inc. Announces Financial Results for the Third Quarter 2018

 

Revenues Increase Nine Percent Over the Prior Year

Company Authorizes $5 Million Stock Repurchase Program

 

SAN ANTONIO — October 29, 2018 — GlobalSCAPE, Inc. (NYSE American: GSB), a worldwide leader in the secure movement and integration of data, today announced its financial results for the three months ended September 30, 2018.

 

Revenue for the third quarter of 2018 was $9.0 million, an increase of nine percent when compared with revenue of $8.2 million for the third quarter of 2017. The increase in revenue is attributable to continued demand for the Company’s flagship EFT platform product. Gross profit was $7.5 million, or eighty-three percent of total revenue, compared to $6.6 million, or eighty percent of total revenue in the same quarter a year ago.

 

Operating expenses for the third quarter decreased to $6.1 million, compared to $6.2 million in the same period a year ago.

 

For the third quarter of 2018, the Company’s net income was $998,000 compared with net income of $276,000 for the third quarter of 2017. Earnings per share was $0.05 for the third quarter of 2018 compared with $0.01 for the third quarter of 2017.

 

Adjusted EBITDA1 for the third quarter of 2018 was $1.5 million compared with $839,000 for the third quarter of 2017.

 

The Company had cash, cash equivalents and certificates of deposit of $11.2 million at September 30, 2018 compared to $27.4 million at December 31, 2017. The smaller cash balance is primarily due to the $17.3 million (including expenses) used to purchase 4,011,013 of the Company’s common shares in a modified Dutch auction tender offer. As a result of the buyback, the Company has 17,968,268 shares outstanding as of September 30, 2018.

 

Management Commentary from Matt Goulet, President and CEO of Globalscape

 

“In the third quarter, we continued to execute on our strategy to increase revenue, reduce operating expenses and deliver increased profitability. Revenue grew six percent compared to last quarter, while operating expenses declined five percent, excluding the one time severance charges related to our reduction in force. Our EFT product platform continues to evolve. With over two decades of experience in the managed file transfer space, Globalscape is uniquely positioned to develop product enhancements that strengthen customer relationships and win new business. We had some particulary large deals in the quarter and continue to expand our focus on enterprise customers.”

 

“The modified Dutch auction tender offer was a success with the Company buying back 18.2% of our shares outstanding. The Company continues to evaluate the most efficient use of its quarterly free cash flow and strong balance sheet.”

 

In October, Robert Alpert and Clark Webb were elected as directors to serve three year terms, with Mr. Alpert serving as chairman. Together with other board members and the management team, insider beneficial ownership is approximately 34%. We are aligned with long-term shareholders and dedicated to growing revenue and profitability.


1 Adjusted EBITDA is not a measure of financial performance under GAAP. It should not be considered as a substitute for net income presented on our consolidated statement of operations and comprehensive income. Adjusted EBITDA has limitations as an analytical tool when assessing our operating performance. Adjusted EBITDA should not be considered in isolation or without a simultaneous reading and consideration of our consolidated financial statements prepared in accordance with GAAP. See note regarding "Use of Non-GAAP Measures," below for further discussion of this non-GAAP measure and the reconciliation of this non-GAAP measure below.

 

 

 

The Company also announced that its Board of Directors has authorized a stock repurchase program. Under the program, the Company may purchase up to $5,000,000 of its outstanding common stock. Under the stock repurchase program, the Company intends to repurchase shares through authorized Rule 10b5-1 plans (which would permit the Company to repurchase shares when the Company might otherwise be precluded from doing so under insider trading laws), open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

 

The Company anticipates filing during the fourth quarter a registration statement with the SEC to register for resale certain shares owned by 210/GSB Acquisition Partners, LLC (“210/GSB”), Robert Alpert, C. Clark Webb, Thomas W. Brown and David L. Mann. As of October 29, 2018, 210/GSB, Robert Alpert, C. Clark Webb, Thomas W. Brown and David L. Mann own an aggregate of 7,089,986 shares of common stock. Any sale of shares by such parties will also be required to be in compliance with all applicable Company policies and procedures. There can be no assurance as to the timing of any such registration statement and the forgoing does not constitute an offer for the sale of securities. Absent an available exemption from registration requirements, no resale of these shares will be made until a registration statement is declared effective by the SEC.

 

About Globalscape

GlobalSCAPE, Inc. (NYSE American: GSB) is a pioneer in securing and automating the movement and integration of data seamlessly in, around and outside your business, between applications, people and places, in and out of the cloud. GlobalSCAPE provides cloud services that automate your work, secure your data, and integrate your applications – while giving visibility to those who need it. GlobalSCAPE makes business flow brilliantly. Visit globalscape.com.

 

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “would,” “exceed,” “should,” “anticipates,” “believe,” “expect,” and variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. These forward-looking statements are based upon the Company’s current expectations and are subject to a number of risks, uncertainties and assumptions. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the important factors that could cause the actual results of the operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the Company’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, our information systems; legal, regulatory, political and economic risks in international markets; the results of our reduction in force; the discovery of additional information relevant to the internal investigation; the possibility that additional errors relevant to the recently completed restatement may be identified; pending litigation and other proceedings and the possibility of further legal proceedings adverse to the Company resulting from the restatement or related matters; the costs associated with the restatement and the investigation, pending litigation and other proceedings and possible future legal proceedings; reduction in our cash and cash equivalents as a result of the recently completed tender offer; and our decreased “public float” (the number of Shares owned by non-affiliate stockholders and available for trading in the securities markets) as a result of the tender offer and other share repurchases. More information on potential risks and other factors that could affect the Company’s financial results is included from time to time in the Company’s public reports filed with the SEC, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release and speak only as of the date hereof.

 

 

 

Use of Non-GAAP Measures 

The Company uses Adjusted EBITDA (Earnings Before Interest, Taxes, Total Other Income/Expense, Depreciation, Amortization, other than amortization of capitalized software development costs, and Share-Based Compensation Expense) to provide a view of income and expenses that is supplemental and secondary to the primary assessment of net income as presented in the consolidated statement of operations and comprehensive income.

 

Adjusted EBITDA is not a measure of financial performance under GAAP. It should not be considered as a substitute for net income presented on our condensed consolidated statement of operations and comprehensive income. Adjusted EBITDA has limitations as an analytical tool and when assessing our operating performance. Adjusted EBITDA should not be considered in isolation or without a simultaneous reading and consideration of our financial statements prepared in accordance with GAAP. A reconciliation of net income (loss) to Adjusted EBITDA is provided at the end of this release.

 

 

GlobalSCAPE Investor Relations Contact
ir@GlobalSCAPE.com

 

GlobalSCAPE Public Relations Contact
Zintel Public Relations
Matthew Zintel
matthew.zintel@zintelpr.com

 

 

 

   Three Months Ended  Nine Months Ended
   September 30,  September 30,
   2018  2017  2018  2017
Net Income  $998   $276   $656   $1,564 
Add (subtract) items to determine Adjusted EBITDA:                    
Income tax expense   281    194    386    870 
Interest (income) expense, net   93    (75)   (63)   (221)
Depreciation and amortization:                    
Total depreciation and amortization   522    547    1,641    1,604 
Amortization of capitalized software development costs   (460)   (484)   (1,459)   (1,404)
Share-based compensation expense   110    381    972    1,053 
                     
Adjusted EBITDA  $1,544   $839   $2,133   $3,466 

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