UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM10-Q

 


 

(MarkOne)

☒     QUARTERLYREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

ForthequarterlyperiodendedMarch 31, 2019. June 30, 2019.

or

 

☐     TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934

For the transition period from          to           

 

Commissionfilenumber     001-33601 

 

GlobalSCAPE, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

74-2785449

State or Other Jurisdiction of

Incorporation or Organization 

I.R.S. Employer Identification No.

4500 Lockhill-Selma, 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, Former Address and Former Fiscal Year, if Changed Since Last Report

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, par value $0.001 per share 

GSB

NYSE American, LLC

(Title of Class)

(Trading Symbol)

(Name of exchange on which registered)

 

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 (§ 232.405 of this chapter) 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, 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 Act). Yes ☐ No ☒

 

As of April 30,July 31, 2019 there were 17,218,84917,325,202 shares of common stock outstanding.

 

 

Index

 

GlobalSCAPE, Inc.

 

Quarterly Report on Form 10-Q

 

For the Quarter ended March 31June 30, 2019

 

Index

 

 

 

Page

   

Part I.

Financial Information

   

Item 1.

Financial Statements

 

Condensed Consolidated Balance Sheets

23

 

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) 

34

 

Condensed Consolidated Statements of Cash Flows

45

Condensed Consolidated Statement of Stockholders’ Equity

56

 

Notes to Condensed Consolidated Financial Statements

67

   

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2322

   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

3537

   

Item 4.

Controls and Procedures

3537

   

Part II.

Other Information

3638

   

Item 1.

Legal Proceedings

3638

   

Item 1A.

Risk Factors

3638

   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

      3638

   

Item 6.

Exhibits

3738

  

Signatures

3839

 

 

 

Index

 

Preliminary Notes

 

GlobalSCAPE®, CuteFTP®, CuteFTP Pro®, DMZ Gateway®, EFT Cloud Services®, GlobalSCAPE Securely Connected®, and Mail Express® are registered trademarks of GlobalSCAPE, Inc.  

 

Secure FTP Server™, Wide Area File Services™, WAFS™, CDP™, Advanced Workflow Engine™, AWE™, EFT Server™, EFT Workspaces™, EFT Insight™, Enhanced File Transfer™, Enhanced File Transfer Server™, Secure Ad Hoc Transfer™, SAT™, EFT Server Enterprise™, Enhanced File Transfer Server Enterprise™, Desktop Transfer Client™, DTC™, Mobile Transfer Client™, MTC™, Web Transfer Client™, Workspaces™, Accelerate™, WTC™, Content Integrity Control™, Advanced Authentication™, AAM™ and scConnect™ are trademarks of GlobalSCAPE, Inc. 

 

TappIn® and design are registered trademarks of TappIn, Inc., our wholly-owned subsidiary. 

 

TappIn Secure Share™, Social Share™, Now Playing™, and Enhanced A La Carte Playlist™ are trademarks of TappIn, Inc., our wholly-owned subsidiary. 

 

Other trademarks and trade names in this Quarterly Report on Form 10-Q (this “Report”) are the property of their respective owners.

 

In this Report, we use the following terms:

 

“BYOL” means bring your own license.

 

“Cloud” or “cloud computing” refers to pooled computing resources, delivered on-demand, over the Internet. In the same manner that electricity is delivered on-demand from large scale power plants, cloud computing is delivered from centralized data centers to users all over the world.

 

“DMZ” or Demilitarized Zone refers to a computer host or perimeter network inserted between a trusted internal network and an untrusted public network such as the Internet.

 

“FTP” or File Transfer Protocol is a protocol used to exchange or manipulate files over a computer network such as the Internet.

 

“MFT” or Managed File Transfer refers to software solutions that facilitate the secure transfer of data from one computer to another through a network.

 

“SaaS” or Software-as-a-Service uses hosted, cloud computing approaches in which the customer does not need to install the underlying software on its own computer systems to access the application.

 

1

Index

 

Part I. Financial Information

 

Item 1. Financial Statements

 

GlobalSCAPE, Inc.

Condensed Consolidated Balance Sheets

(in thousands except share amounts)

 

 

March 31,

  

December 31,

  

June 30,

  

December 31,

 
 

2019

  

2018

  

2019

  

2018

 
 

(Unaudited)

      

(Unaudited)

     

Assets

                

Current assets:

                

Cash and cash equivalents

 $14,362  $9,173  $9,871  $9,173 

Accounts receivable, net

  5,439   6,657   6,057   6,657 

Prepaid and other current assets

  1,470   1,521   1,417   1,521 

Total current assets

  21,271   17,351   17,345   17,351 
                

Capitalized software development costs, net

  2,981   3,133   2,764   3,133 

Goodwill

  12,712   12,712   12,712   12,712 

Deferred tax asset, net

  410   395   554   395 

Property and equipment, net

  365   399   321   399 

Right-of-use asset

  3,033   - 

Other assets

  464   502   493   502 

Total assets

 $38,203  $34,492  $37,222  $34,492 
                

Liabilities and Stockholders’ Equity

                

Current liabilities:

                

Accounts payable

 $838  $820  $883  $820 

Accrued expenses

  1,280   1,214   1,517   1,214 

Income tax payable

  736   148   327   148 

Deferred revenue

  13,980   13,301   14,784   13,301 

Total current liabilities

  16,834   15,483   17,511   15,483 
                

Deferred revenue, non-current portion

  2,564   2,936   2,202   2,936 

Lease liability

  3,032   - 

Other long term liabilities

  114   117   113   117 
                

Commitments and contingencies

                
                

Stockholders’ equity:

                

Preferred stock, par value $0.001 per share, 10,000,000 authorized, no shares issued or outstanding

  -   -   -   - 

Common stock, par value $0.001 per share, 40,000,000 authorized, 22,598,349 and 22,441,860 shares issued: 17,218,849 and 17,130,918 outstanding at March 31, 2019 and December 31, 2018, respectively

  22   22 

Common stock, par value $0.001 per share, 40,000,000

authorized, 22,693,869 and 22,441,860 shares issued:

17,314,369 and 17,130,918 outstanding at

June 30, 2019 and December 31, 2018, respectively

  22   22 

Additional paid-in capital

  26,533   25,584   27,286   25,584 

Treasury stock, 5,379,500 and 5,310,942 shares, at cost, at March 31, 2019 and December 31, 2018, respectively

  (23,087)  (22,712)

Treasury stock, 5,379,500 and 5,310,942 shares, at cost, at

June 30, 2019 and December 31, 2018, respectively

  (23,087)  (22,712)

Retained earnings

  15,223   13,062   10,143   13,062 

Total stockholders’ equity

  18,691   15,956   14,364   15,956 

Total liabilities and stockholders’ equity

 $38,203  $34,492  $37,222  $34,492 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2

Index

 

GlobalSCAPE, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except per share amounts)

(Unaudited)

 

 

Three months ended March 31,

  

Three months ended June 30,

  

Six months ended June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2019

  

2018

 
                        

Operating Revenues:

                        

Software licenses

 $2,634  $2,160  $2,835  $2,722  $5,469  $4,882 

Maintenance and support

  6,076   5,100   6,602   5,285   12,678   10,385 

Professional services

  703   451   832   449   1,535   900 

Total Revenues

  9,413   7,711   10,269   8,456   19,682   16,167 

Cost of revenues:

                        

Software licenses

  609   771   731   734   1,340   1,505 

Maintenance and support

  532   520   566   539   1,098   1,060 

Professional services

  293   325   290   292   583   616 

Total cost of revenues

  1,434   1,616   1,587   1,565   3,021   3,181 

Gross profit

  7,979   6,095   8,682   6,891   16,661   12,986 

Operating expenses:

                        

Sales and marketing

  1,916   3,107   1,899   2,862   3,815   5,969 

General and administrative

  2,015   1,822   1,757   1,470   3,772   3,292 

Legal and professional

  576   1,680   222   1,046   798   2,725 

Severance

  4   11   -   96   4   107 

Research and development

  325   718   275   568   600   1,286 

Total operating expenses

  4,836   7,338   4,153   6,042   8,989   13,379 

Income (loss) from operations

  3,143   (1,243)  4,529   849   7,672   (393)

Interest income, net

  24   76   30   80   54   156 

Income (loss) before income taxes

  3,167   (1,167)  4,559   929   7,726   (237)

Income tax expense (benefit)

  747   (232)

Income tax expense

  926   336   1,673   105 

Net income (loss)

 $2,420  $(935) $3,633  $593  $6,053  $(342)

Comprehensive income (loss)

 $2,420  $(935) $3,633  $593  $6,053  $(342)
                        

Net income (loss) per common share -

Net income (loss) per common share -

                     

Basic

 $0.14  $(0.04) $0.21  $0.03  $0.35  $(0.02)

Diluted

 $0.14  $(0.04) $0.20  $0.03  $0.33  $(0.02)
                        

Weighted average shares outstanding:

Weighted average shares outstanding:

                     

Basic

  17,197   21,793   17,268   21,838   17,233   21,816 

Diluted

  17,664   21,793   18,379   22,169   18,120   21,816 
                        

Cash dividends declared per share

 $0.015  $0.015  $0.500  $0.015  $0.515  $0.030 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3

Index

 

GlobalSCAPE, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

 

For the Three Months Ended March 31,

  

For the Six Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

 

Operating Activities:

                

Net income (loss)

 $2,420  $(935) $6,053  $(342)

Items not involving cash at the time they are recorded in the statement of operations:

                

Provision (recoveries) for doubtful accounts receivable

  9   (75)  63   (64)

Depreciation and amortization

  410   594   916   1,120 

Share-based compensation

  875   671   1,449   862 

Deferred taxes

  (15)  (248)  (159)  12 

Subtotal before changes in operating assets and liabilities

  3,699   7   8,322   1,588 

Changes in operating assets and liabilities:

                

Accounts receivable

  1,209   1,845   537   1,743 

Prepaid and other current assets

  51   (89)  104   (389)

Deferred revenue

  307   (1,317)  749   (1,037)

Accounts payable

  18   202   63   292 

Accrued expenses

  66   163   303   (100)

Operating lease right-of-use asset

  42   - 

Other assets

  38   54   9   77 

Accrued interest receivable

  -   (66)  -   (134)

Operating lease liabilities

  (43)  - 

Other long-term liabilities

  (3)  -   (4)  - 

Income tax payable

  588   27 

Income tax payable (receivable)

  179   (157)

Net cash provided by operating activities

  5,973   826   10,261   1,883 

Investing Activities:

                

Software development costs capitalized

  (201)  (402)  (437)  (793)

Purchase of property and equipment

  (23)  (27)  (32)  (104)

Net cash used in investing activities

  (224)  (429)  (469)  (897)

Financing Activities:

                

Proceeds from exercise of stock options

  519   -   698   - 

Stock option cash settlement

  (445)      (445)  - 

Purchase of Treasury Stock

  (375)  -   (375)  - 

Dividends paid

  (259)  (327)  (8,972)  (655)

Net cash used in financing activities

  (560)  (327)  (9,094)  (655)
        

Net increase in cash

  5,189   70   698   331 

Cash at beginning of period

  9,173   11,583   9,173   11,583 

Cash at end of period

 $14,362  $11,653  $9,871  $11,914 
                

Supplemental disclosure of cash flow information:

                

Cash paid during the period for:

                

Interest

 $-  $-  $-  $- 

Income tax payments

 $16  $18  $1,491  $213 
        

Supplemental disclosure of noncash activities:

        

Right-of-use assets obtained in exchange for operating lease obligations

  3,075   - 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4

Index

 

GlobalSCAPE, Inc.

Condensed Consolidated Statement of Stockholders' Equity

(in thousands, except number of shares)

(unaudited)(Unaudited)

         

Additional

             
 

Common Stock

  

Additional Paid-in

  

Treasury

  

Retained

      

Common Stock

  

Paid-in

  

Treasury

  

Retained

     
 

Shares

  

Amount

  

Capital

  

Stock

  

Earnings

  

Total

  

Shares

  

Amount

  

Capital

  

Stock

  

Earnings

  

Total

 
                                                

Balance at December 31, 2017

  22,196,712  $22  $23,793  $(1,452) $9,353  $31,716   22,196,712  $22  $23,793  $(1,452) $9,353  $31,716 
                                                

Retained Earnings Adjustment due to ASC 606

                  979   979                   979   979 

Stock-based compensation expense

                                                

Stock options

          587           587           587           587 

Restricted stock

          84           84           84           84 

Common stock cash dividends, $0.015 per share

                  (327)  (327)                  (327)  (327)

Net Income (loss)

                  (935)  (935)                  (935)  (935)

Balance at March 31, 2018

  22,196,712  $22  $24,464  $(1,452) $9,070  $32,104   22,196,712  $22  $24,464  $(1,452) $9,070  $32,104 
                                                

Stock-based compensation expense

                                                

Stock options

          155           155           155           155 

Restricted stock

  80,000       36           36   80,000       36           36 

Common stock cash dividends, $0.015 per share

                  (328)  (328)                  (328)  (328)

Net Income

                  593   593                   593   593 

Balance at June 30, 2018

  22,276,712  $22  $24,655  $(1,452) $9,335  $32,560   22,276,712  $22  $24,655  $(1,452) $9,335  $32,560 
                                                

Purchase of Treasury Stock

              (17,262)      (17,262)

Cancellation of Restricted Stock

  (40,000)                  - 

Shares issued upon exercise of stock options

  146,150       341           341 

Stock-based compensation expense

                        

Stock options

          110           110 

Net Income

                  998   998 

Balance at September 30, 2018

  22,382,862  $22  $25,106  $(18,714) $10,333  $16,747 
                        

Purchase of Treasury Stock

              (3,998)      (3,998)

Shares issued upon exercise of stock options

  58,998       181           181 

Stock-based compensation expense

                        

Stock options

          205           205 

Restricted stock

          92           92 

Common stock cash dividends, $0.015 per share

                  (269)  (269)

Net Income

                  2,998   2,998 

Balance at December 31, 2018

  22,441,860  $22  $25,584  $(22,712) $13,062  $15,956   22,441,860  $22  $25,584  $(22,712) $13,062  $15,956 
                                                

Purchase of Treasury Stock

              (375)      (375)              (375)      (375)

Shares issued upon exercise of stock options

  156,489       519           519   156,489       519           519 

Stock option cash settlement

          (445)          (445)          (445)          (445)

Stock-based compensation expense

                                                

Stock options

          775           775           775           775 

Restricted stock

          100           100           100           100 

Common stock cash dividends, $0.015 per share

                  (259)  (259)                  (259)  (259)

Net Income

                  2,420   2,420                   2,420   2,420 

Balance at March 31, 2019

  22,598,349  $22  $26,533  $(23,087) $15,223  $18,691   22,598,349  $22  $26,533  $(23,087) $15,223  $18,691 
                        

Shares issued upon exercise of stock options

  55,520       179           179 

Stock-based compensation expense

                        

Stock options

          197           197 

Restricted stock

  40,000       377           377 

Common stock cash dividends, $0.50 per share

                  (8,713)  (8,713)

Net Income

                  3,633   3,633 

Balance at June 30, 2019

  22,693,869  $22  $27,286  $(23,087) $10,143  $14,364 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5

Index

 

GlobalSCAPE,GlobalSCAPE, Inc.

 

Notes to Condensed Consolidated Financial Statements

 

As of March 31June 30, 2019 and For the Three and Six

 

Months Then Ended

 

(Unaudited)

 

1.

Nature of Business

 

GlobalSCAPE, Inc., together with its wholly-owned subsidiary (collectively referred to as the “Company”, “GlobalSCAPE”, “we”, “us” or “our”), provides secure information exchange capabilities for enterprises and consumers through the development and distribution of software, delivery of managed and hosted solutions, and provisioning of associated services. Our solution portfolio facilitates transmission of critical information such as financial data, medical records, customer files, vendor files, personnel files, transaction activity, and other similar documents between diverse and geographically separated network infrastructures while supporting a range of information protection approaches to meet privacy and other security requirements. In addition to enabling secure, flexible transmission of critical information using servers, desktop and notebook computers, and a wide range of network-enabled mobile devices, our products also provide customers with the ability to monitor and audit file transfer activities. Our primary product is Enhanced File Transfer, or EFT. We have other products that complement our EFT product.

 

We sell other products that are synergistic to EFT including Mail Express, WAFS, and CuteFTP. Collectively, these products aimed at consumers and small businesses constitute less than 3% of our total revenue. We plan to phase outAs of January 1, 2019, Mail Express and WAFS in 2019.are no longer being offered for sale, however we will continue to offer product support.

 

Throughout these notes unless otherwise noted, our references to the 2019 quarter and the 2018 quarter refer to the three months ended March 31,June 30, 2019 and 2018, respectively, and references to the 2019 six months and the 2018 six months refer to the six months ended June 30, 2019 and 2018, respectively.

 

2.

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X, “Interim Financial Statements”, as prescribed by the United States Securities and Exchange Commission, or the SEC. Accordingly, they do not include all information and footnotes required under United States generally accepted accounting principles, or GAAP, for complete financial statements. In the opinion of management, all accounting entries necessary for a fair presentation of our financial position and results of operations have been made. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year. The information included in this Report should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 18, 2019, which we refer to as the 2018 Form 10-K, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations also included in our 2018 Form 10-K and in this Report.

 

We follow accounting standards set by the Financial Accounting Standards Board, or FASB. The FASB sets GAAP, which we follow in preparing financial statements that report our financial position, results of operations, and sources and uses of cash. We also follow the reporting regulations of the SEC.

 

The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of our financial statements. It is possible the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of our financial position and results of operations.

 

6

Index

 

3.

Significant Accounting Policies

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements are prepared in conformity with GAAP. All intercompany accounts and transactions have been eliminated.

 

Reclassification of Expenses

 

We have revised the classification of certain of our operating expenses. To ensure comparability between periods, we revised the previous period financial statements presented to conform to the method of presentation in the current period financial statements. These reclassifications had no impact on the net income (loss) for the periods presented or total stockholders’ equity at MarchJune 30, 2019 or December 31, 2019.2018.

 

Revenue Recognition

Products and Services

 

We earn revenue by delivering the following software products and services:

 

 

Perpetual software licenses under which customers install our products in their information systems environment on computers they manage, own or otherwise procure from a cloud services provider. Customers also deploy our products with cloud services providers in a BYOL environment.

 

Cloud-based, hosted SaaS solutions that we sell on an ongoing subscription basis resulting in our earning recurring, monthly subscription and usage fees to access the service.

 

Maintenance and support services, or M&S, that generally consist of telephone support and access to unspecified future software upgrades.

 

Professional services for product integration and configuration that generally do not significantly modify our software products.

 

We earn the majority of our revenue from the sale of perpetual software licenses and associated contracts for M&S.

 

We recognize revenue when we have satisfied a performance obligation by transferring control over a product or delivering a service to a customer. We measure revenue based upon the consideration set forth in an arrangement or contract with a customer. The revenue recognition criteria we apply to each of our software products and services are as follows:

 

 

Perpetual software licenses – These licenses grant a right to use our functional intellectual property. We recognize revenue at the point in time when we electronically deliver to our customer the software license key that provides the ability to access and use our product. If our customer is a reseller who will further transfer the ability to access and use our product to a third party under a separate arrangement that the reseller has with that third party, we recognize revenue at the time we deliver the software license key to the reseller since our contract is with the reseller.

 

Cloud-based, hosted SaaS solutions – These solutions grant a right to access our functional intellectual property. We recognize revenue over time on a monthly basis as we deliver the services to which our customers subscribe. Revenue can include basic monthly fees to access the software and usage fees based upon the volume of certain resources the customer consumes (such as volumes of storage or bandwidth). We are generally paid for these services on a month-to-month basis, but if a customer pays us in advance for services we will deliver in the future, we record as deferred revenue the amount of such payment related to services we have not yet delivered.

 

M&S – We provide these services to purchasers of perpetual software licenses under agreements with terms generally ranging from one to three years. We require up-front payment of our M&S fee in an amount that covers the entire term of the agreement.  We record as deferred revenue amounts paid that relate to future periods during which we will provide the M&S service. We reduce deferred revenue and recognize revenue ratably in future periods as we deliver the M&S service.

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Index

 

Professional services – We recognize revenue from these services when the services are completed. If we are paid in advance for these services, we record such payment as deferred revenue until we complete the services.

 

The delivery of our software products and services generally does not involve any variable consideration, financing components or consideration payable to a customer such as rebates or other incentives that reduce amounts owed to us by customers.

 

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Index

Deferred Revenue Classification and Activity

 

Deferred revenue related to services we will deliver within one year is presented as a current liability. Deferred revenue related to services that we will deliver more than one year into the future is presented as a non-current liability.

 

The activity in our deferred revenue balances has been as follows ($ in thousands):

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2019

  

2018

 

Deferred revenue, beginning of period

 $16,237  $17,050  $16,544  $15,733  $16,237  $17,050 

Deferred revenue resulting from new contracts with customers

  7,102   3,898   7,841   5,659   14,943   9,557 

Deferred revenue at the beginning of the period that was amortized to revenue

  (5,631)  (4,786)  (6,164)  (4,827)  (11,796)  (9,614)

Deferred revenue arising during the period that was amortized to revenue

  (1,164)  (429)  (1,235)  (552)  (2,398)  (980)

Deferred revenue, end of period

 $16,544  $15,733  $16,986  $16,013  $16,986  $16,013 

 

Multi-Element Transactions

 

At the time customers purchase perpetual software licenses, they also typically purchase M&S although it is not mandatory. We do not sell separate M&S to subscribers to our SaaS solutions as M&S is provided as part of their SaaS subscription. Customers may also purchase professional services at the time they purchase perpetual software licenses or a SaaS subscription. Each of the components of these multi-element transactions is a separately identifiable performance obligation.

 

For multi-element transactions, we allocate the transaction price to each performance obligation on a relative stand-alone selling price basis. We determine that stand-alone selling price for each item at the inception of the transaction involving these multiple elements.

 

We sell, as stand-alone transactions, renewals of pre-existing M&S contracts, professional services to customers seeking assistance with products they have previously purchased from us, or SaaS subscriptions to customers not requiring any of our other products or services. Accordingly, we are able to estimate the stand-alone selling price of these items based upon our observation of those transactions. Since most of our sales of perpetual software licenses are part of multi-element transactions that also involve M&S and/or professional services, and because the selling price of those licenses can vary significantly among customers, we use the residual approach under FASB Accounting Standards Codification Topic 606, or ASC 606, to estimate the selling price of perpetual software licenses in a multi-element transaction by reference to the total transaction price less the sum of the observable stand-alone selling prices of M&S and/or professional services.

 

We allocate discounts proportionally to all of the components of a multi-element transaction.

 

SalesSales Tax

 

We collect sales tax on many of our transactions with customers as required under applicable law. We do not include sales tax collected in our revenue. We record it as a liability payable to taxing authorities.

 

Allowance for Sales Returns

 

We provide an allowance for sales returns. We estimate this allowance based upon our historical experience and the nature of recent transactions with customers. This amount is included in accrued liabilities in our condensed consolidated balance sheet.sheets.

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Index

 

Contract Assets

 

We generally bill customers for professional services when we have fully delivered the services specified in the contract. We may incur costs in delivering the services prior to that time. Such costs are generally not material. Accordingly, we do not record a contract asset for professional service engagements in process but not yet billed.

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Index

 

Incremental Costs of Obtaining a Contract to Deliver Goods and Services

 

We incur incremental costs in the form of sales commissions paid to our sales personnel and royalties on certain products paid to third parties. These are costs we would not incur if we did not obtain a contract to deliver our goods and services. We account for these costs as follows:

 

 

If the costs are associated with products and services for which we recognize revenue at a fixed point in time (primarily sales of perpetual software licenses and professional services), we expense these costs in full at the time we recognize that revenue.

 

If the costs are associated with services for which we recognize revenue over time (primarily sales of M&S and SaaS subscriptions) for which we believe it is likely that the contract for those services will be renewed for additional terms in the future, provided we deem these costs to be recoverable, we record these costs as a deferred expense asset and amortize that cost to expense as follows:

 

 

o

For the portion of the cost that we determine benefits us primarily only over the term of the specific underlying contract currently in force (such as the term of an M&S contract), we recognize expense ratably each month over that term.

 

o

For the portion of the cost that we determine benefits us over an overall customer relationship that is likely to span a period of time that is longer than an initial contract term (for example, an M&S contract renewed for multiple terms in the future), we recognize expense ratably monthly over the estimated life of the customer relationship.

 

Our activity in deferred costs of obtaining a contract to deliver goods and services has been as follows ($ in thousands):

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2019

  

2018

 

Deferred expense, beginning of period

 $1,009  $1,239  $979  $1,184  $1,009  $1,240 

Deferred expense resulting from new contracts with customers

  179   149   206   198   385   347 

Deferred expense amortized to expense

  (209)  (204)  (222)  (210)  (431)  (415)

Deferred expense, end of period

 $979  $1,184  $963  $1,172  $963  $1,172 

 

At March 31,June 30, 2019, $577,000$591,000 was recorded in prepaid and current other assets and $402,000$372,000 was recorded in other assets in our condensed consolidated balance sheet. At December 31, 2018 we had $571,000 recorded in prepaid and other current assets and $438,000 recorded in noncurrent other assets in our condensed consolidated balance sheet.

 

Leases

 

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately.

On April 18, 2019, the Company signed a new operating lease for our existing office space location. The lease is for a period of 10 years at an average annual rent of $462,000 beginning May 1, 2019. We have computedrecorded a right-of-use asset and lease liability of approximately $3 million at the impactcommencement of the new lease standard and due to the immateriality of the impact on our existing leases as of and for the period ending March 31, 2019, we have not recorded ROU assets or lease liabilities at March 31, 2019.lease.

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Index

 

Cash and cash equivalents

 

Cash and cash equivalents includes all cash and highly liquid investments with original maturities of three months or less.

9

Index

 

Fair Value of Financial Instruments

 

For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price we would receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction. In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions; preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

 

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3: Significant inputs to the valuation model are unobservable.

 

As of March 31,June 30, 2019, we did not have any assets measured at fair value on a recurring basis that would require disclosure based on the fair value hierarchy of valuation techniques. In addition, certain non-financial assets and liabilities are to be initially measured at fair value on a nonrecurring basis. This includes items such as non-financial assets and liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods) and non-financial, long-lived assets measured at fair value for an impairment assessment. In general, non-financial assets and liabilities including goodwill, capitalized software and property and equipment are measured at fair value using Level 3 inputs, which result in management’s best estimate of fair value from the perspective of a market participant, when there is an indication of impairment and are recorded at fair value only when impairment is recognized.

 

Our financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable, approximates fair value due to the short term maturity of these instruments, all of which mature within 12 months.

 

Property and Equipment

 

Property and equipment is comprised of furniture and fixtures, software, computer equipment and leasehold improvements which are recorded at cost and depreciated using the straight-line method over their estimated useful lives. Furniture, fixtures and equipment have a useful life of five to seven years, computer equipment and software have a useful life of three years and leasehold improvements have a useful life that is the shorter of the term of the lease under which the improvements were made or the estimated useful life of the asset.

 

Expenditures for maintenance and repairs are expensed as incurred.

 

Goodwill

 

Goodwill is not amortized. At least annually, we test goodwill for impairment at the reporting unit level using December 31 as the measurement date. We operate as a single reporting unit.

 

When testing goodwill, we first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of our reporting unit is less than its carrying amount, including goodwill. In performing this qualitative assessment, we assess events and circumstances relevant to us including, but not limited to:

 

Macroeconomic conditions.

Industry and market considerations.

Cost factors and trends for labor and other expenses of operating our business.

Our overall financial performance and outlook for the future.

Trends in the quoted market value and trading of our common stock.

 

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Index

In considering these and other factors, we consider the extent to which any adverse events and circumstances identified could affect the comparison of our reporting unit’s fair value with its carrying amount. We place more weight on events and circumstances that most affect our reporting unit’s fair value or the carrying amount of our net assets. We consider positive and mitigating events and circumstances that may affect our determination of whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. We evaluate, on the basis of the weight of the evidence, the significance of all identified events and circumstances in the context of determining whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount.

10

Index

 

If, after assessing the totality of these qualitative events and circumstances, we determine it is not more likely than not that the fair value of our reporting unit is less than its carrying amount, we conclude there is no impairment of goodwill and perform no further testing, in accordance with GAAP. If we conclude otherwise, we proceed with performing the first step, and if necessary, the second step, of the two-step goodwill impairment test prescribed by GAAP.

 

As of December 31, 2018, after assessing the totality of the relevant events and circumstances, we determined it not more likely than not that the fair value of our reporting unit was less than its carrying amount. Accordingly, we concluded there was no impairment of goodwill as of that date. There have been no material events or changes in circumstances since that time indicating that the carrying amount of goodwill may exceed its fair market value and that interim testing needed to be performed.

Capitalized Software Development Costs

 

When we complete research and development for a software product, have in place a program plan and a detailed program design or a working model of that software product, we capitalize production costs incurred for that software product from that point forward until it is ready for general release to the public. Thereafter, we amortize capitalized software production costs to expense using the straight-line method over the estimated useful life of that product, which is generally three years. We periodically assess the carrying value of capitalized software development costs and our method of amortizing them relative to our estimates of realizability through sales of products in the marketplace.

 

Cost of revenue

 

Cost of revenue consists of expenses associated with the production, delivery and support of the products and services we sell. Cost of license revenue consists primarily of amortization of the capitalized software development costs we incur when producing our software products, royalties we pay to use software developed by others for certain features of our products, and fees we pay to third parties who provide services supporting our SaaS solutions. Cost of M&S revenue and cost of professional services revenue consist primarily of salaries and related costs of our employees and third parties we use to deliver these services.

 

Research and Development

 

We expense research and development costs as incurred.

 

Advertising Expense

 

We expense advertising costs as incurred as a component of our sales and marketing expenses. Advertising expense was approximately $51,000$44,000 and $324,000$254,000 in the 2019 quarter and the 2018 quarter, respectively, and $95,000 and $577,000 in the 2019 six months and 2018 six months, respectively.

 

Share-Based Compensation

 

We measure the cost of share-based payment transactions at the grant date based on the calculated fair value of the award. We recognize this cost as an expense ratably over the recipient’s requisite service period during which that award vests or becomes unrestricted.

 

For stock option awards, we estimate their fair value at the grant date using the Black-Scholes option-pricing model considering the following factors:

 

We estimate expected volatility based on historical volatility of our common stock.

We primarily use the simplified method to derive an expected term which represents an estimate of the time options are expected to remain outstanding. We use this method because our options are plain-vanilla options, and we believe our historical option exercise experience is not adequately indicative of our future expectations.

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Index

We base the risk-free rate for periods within the contractual life of the option on the U.S. treasury yield curve in effect at the time of grant.

We estimate a dividend yield based on our historical and expected future dividend payments.

 

For restricted stock awards, we use the quoted price of our common stock on the grant date as the fair value of the award.

 

11

Index

Income Taxes

 

We account for income taxes using the asset and liability method. We record deferred tax assets and liabilities based on the difference between the tax bases of assets and liabilities and their carrying amount for financial reporting purposes, as measured by the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets and liabilities are carried on the balance sheet with the presumption that they will be realizable in future periods in which we generate taxable income.

 

We assess the likelihood that deferred tax assets will be realized from future taxable income. Based on this assessment, we provide any necessary valuation allowance on our balance sheet with a corresponding increase in the tax provision on our statement of operations. Any valuation allowances we establish are determined based upon a number of assumptions, judgments, and estimates, including forecasted earnings, future taxable income, and the relative proportions of revenue and income before taxes in the various domestic jurisdictions in which we operate.

 

We account for uncertainty in income taxes using a two-step process to determine the amount of tax benefit to be recognized. First, we evaluate the tax position to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, we assess the tax position to determine the amount of benefit to recognize in the condensed consolidated financial statements. The amount of the benefit we recognize is the largest amount that we believe has a greater than 50 percent likelihood of being realized upon ultimate settlement. Unrecognized tax benefits represent tax positions for which reserves have been established.

 

Earnings Per Share

 

We compute basic earnings per share using the weighted-average number of common shares outstanding during the periods. We compute diluted earnings per share using the weighted-average number of common shares outstanding plus the number of common shares that would be issued assuming conversion of all potentially dilutive common shares outstanding.

 

Awards of non-vested restricted stock and options are considered potentially dilutive common shares for the purpose of computing earnings per common share. We apply the treasury stock method to non-vested options under which the assumed proceeds include the amount the employee must pay to exercise the option plus the amount of unrecognized cost attributable to future periods less any expected tax benefits.

 

Recent accounting pronouncements

ASU 2017-04, Intangibles – Goodwill and Other (issued January 2017) - To simplify the subsequent measurement of goodwill, Step 2 was eliminated from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This update also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. A public business entity that is an SEC filer is required to adopt the amendments in this update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We expect that the application of the provisions of this update will not have a material effect on our condensed consolidated financial statements.

 

12

Index

ASU 2016-13, Financial Instruments – Credit Losses (issued June 2016) - Among the provisions of this ASU is a requirement that assets measured at amortized cost, which includes trade accounts receivable, be presented at the net amount expected to be collected. This pronouncement requires that an entity reflect all of its expected credit losses based on current estimates which will replace the current standard requiring that an entity need consider only past events and current conditions in measuring an incurred loss. We are subject to this guidance effective with the condensed consolidated financial statements we issue for the year ending December 31, 2020, and the quarterly periods during that year. We do not expect the amounts we report as accounts receivable in those future periods under this guidance to be materially affected relative to current guidance.

 

12

Index

ASU 2016-02, Leases (Topic 842): In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We are also required to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented using a modified retrospective approach, with certain practical expedients available. We adopted ASC 842 using the modified retrospective approach effective January 1, 2019. As leases in-place at the time of adoption were not material, no right-of-use assets or lease liabilities were recorded upon adoption. We elected the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had an immaterial impact on our condensed consolidated balance sheets, but did not have an impact on our condensed consolidated income statements. DueOn April 18, 2019, the immaterial impact we have decided to not adjust our balances at March 31, 2019Company signed a new operating lease for the remainder of our existing office space location. The lease which expires on April 30,is for a period of 10 years at an average annual rent of $462,000 beginning May 1, 2019. We recorded a right-of-use asset and lease liability of approximately $3 million at the commencement of the lease.

 

ASU 2014-09, Revenue from Contracts with Customers (issued May 2014) - The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects consideration to which the entity expects to be entitled in exchange for those goods or services. We have implemented these new principles using the modified retrospective transition method and recorded an increase (tax effected) to retained earnings at January 1, 2018 of $979,000. We also recorded as an asset deferred expense of approximately $1.2 million. We are accounting for these costs we incur to obtain a contract as follows:

 

 

If these costs are associated with products and services for which we recognize revenue at a point in time (primarily sales of perpetual software licenses and professional services), we expense these costs in full at the time we recognize that revenue.

 

If these costs are associated with services for which we recognize revenue over time (primarily sales of M&S and SaaS subscriptions) for which we believe it is likely that the contract for those services will be renewed for additional terms in the future, provided we deem these costs to be recoverable, we record these costs as deferred expense asset and amortize that cost to expense as follows:

 

 

o

For the portion of the cost that we determine benefits us primarily only over the term of the specific underlying contract currently in force (such as the term of an M&S contract), we will recognize expense ratably each month over that term.

 

o

For the portion of the cost that we determine benefits us over an overall customer relationship that is likely to span a period of time that is longer than an initial contract term (for example, an M&S contract renewed for multiple terms in the future), we will recognize expense ratably monthly over the estimated life of the customer relationship.

 

13

Index

4.

Accounts Receivable, Net

 

We bill customers and issue invoices when we have delivered goods or services. In addition, when customers agree to purchase or renew M&S services, we bill and invoice customers at that time which could be before the date we begin delivering those services. In that event, we exclude from accounts receivable (and from the related deferred revenue, see Note 3) the invoices we have issued for which the M&S services commencement date is in the future and which have not been paid by the customer as of the date of our condensed consolidated financial statements. We continually assess the collectability of our accounts receivable. If we deem it less than probable that we will collect an amount due us, we write-off that balance against our allowance for doubtful accounts. Accordingly, we determine our accounts receivable, net, as follows ($ in thousands):

 

 

March 31, 2019

  

December 31, 2018

  

June 30, 2019

  

December 31, 2018

 

Total invoices issued and unpaid

 $6,039  $7,990  $6,886  $7,990 

Less: Unpaid invoices relating to M&S contracts with a start date subsequent to the balance sheet date

  (500)  (1,233)  (729)  (1,233)
        

Gross accounts receivable

  5,539   6,757   6,157   6,757 

Allowance for doubtful accounts

  (100)  (100)  (100)  (100)
        

Accounts receivable, net

 $5,439  $6,657  $6,057  $6,657 

13

Index

 

5.

Capitalized Software Development Costs, Net

 

Our capitalized software development costs balances and activities were as follows ($ in thousands):

 

 

March 31,

  

December 31,

  

June 30,

  

December 31,

 
 

2019

  

2018

  

2019

  

2018

 

Gross capitalized cost

 $10,655  $10,454  $10,891  $10,454 

Accumulated amortization

  (7,674)  (7,321)  (8,127)  (7,321)

Capitalized software development costs, net

 $2,981  $3,133  $2,764  $3,133 

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2019

  

2018

 

Amount capitalized

 $201  $402  $236  $390  $437  $793 

Amortization expense

  (353)  (534)  (453)  (464)  (806)  (999)

 

  

Released

  

Unreleased

 
  

Products

  

Products

 

Gross capitalized amount at March 31, 2019

 $9,817  $839 

Accumulated amortization

  (7,675)  - 

Net capitalized cost at March 31, 2019

 $2,142  $839 
  

Released

  

Unreleased

 
  

Products

  

Products

 

Gross capitalized amount at June 30, 2019

 $10,254  $637 

Accumulated amortization

  (8,127)  - 

Net capitalized cost at June 30, 2019

 $2,127  $637 

 

Future amortization expense:

        

Nine months ending December 31, 2019

  1,028     

Year ending December 31,

        

2020

  921     

2021

  182     

2022

  11     

Total

 $2,142     

14

Future amortization expense:

Six months ending December 31, 2019

  751 

Year ending December 31,

2020

  1,064 

2021

  301 

2022

  11 

Total

 $2,127 

 

The future amortization expense of the gross capitalized software development costs related to unreleased products will be determinable at a future date when those products are ready for general release to the public.

 

6.

Deferred Revenue

 

As described in Note 4 regarding accounts receivable, when customers agree to purchase or renew M&S services, we bill and invoice our customers at that time which could be before the date we begin delivering those services. In that event, we exclude from deferred revenue (and from the related accounts receivable) the invoices we have issued for which the M&S services commencement date is in the future and which have not been paid by the customer as of the date of our financial statements. Accordingly, we determine our deferred revenue as follows ($ in thousands):

 

 

March 31, 2019

  

December 31, 2018

  

June 30, 2019

  

December 31, 2018

 

Total invoiced for M&S contracts for which revenue will be recognized in future periods

 $17,044  $17,470  $17,715  $17,470 

Less: Unpaid invoices relating to M&S contracts with a start date subsequent to the balance sheet date

  (500)  (1,233)  (729)  (1,233)

Total deferred revenue

 $16,544  $16,237  $16,986  $16,237 
                

Deferred revenue, current portion

 $13,980  $13,301  $14,784  $13,301 

Deferred revenue, non-current portion

  2,564   2,936   2,202   2,936 

Total deferred revenue

 $16,544  $16,237  $16,986  $16,237 

14

 

7.

Stock Options, Restricted Stock and Stock-Based Compensation

 

We have stock-based compensation plans under which we have granted, and may grant in the future, incentive stock options, non-qualified stock options, and restricted stock to employees and non-employee members of our Board of Directors. Our stock-based compensation expense was as follows ($ in thousands):

 

  

Three Months Ended March 31,

 
  

2019

  

2018

 

Stock-based compensation expense

 $875  $671 
  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2019

  

2018

  

2019

  

2018

 

Stock-based compensation expense

 $574  $191  $1,449  $862 

 

Stock Options

 

We have granted stock options to our officers and employees under long-term equity incentive plans that originated in 2000, 2010 and 2016. During the 2019 quarter, we granted stock options only under the 2016 Employee Long-Term Equity Incentive Plan (the “2016 Plan”).

 

Provisions and characteristics of the options granted to our officers and employees under our long-term equity incentive plans include the following:

 

 

The exercise price, term and other conditions applicable to each stock option or stock award granted are determined by the Compensation Committee of our Board of Directors.

 

The exercise price of stock options is set on the grant date and may not be less than the fair market value per share of our stock at market close on that date.

 

Stock options we issue generally become exercisable ratably over a three-year period, expire ten years from the date of grant, and are exercisable for a period of ninety days after the end of employment.

 

Upon exercise of a stock option, we issue new shares from the shares of common stock we are authorized to issue.

 

We currently issue stock-based awards to our officers and employees only under the 2016 Plan which authorizes the issuance of up to 5,000,000 shares of common stock for stock-based incentives including stock options and restricted stock awards. As of March 31,June 30, 2019, stock-based incentives for up to 3,498,8422,832,675 shares remained available for issuance in the future under the 2016 Plan.

15

 

We have not previously issued any restricted stock under any of the plans.

 

Our stock option activity has been as follows:

 

     

Weighted

              

Weighted

         
     

Average

  

Weighted Average

  

Aggregate

      

Average

  

Weighted Average

  

Aggregate

 
     

Exercise

  

Remaining

  

Intrinsic

      

Exercise

  

Remaining

  

Intrinsic

 
 

Number of

  

Price

  

Contractual

  

Value

  

Number of

  

Price

  

Contractual

  

Value

 
 

Shares

  

Per Share

  

Term in Years

  

(000's)

  

Shares

  

Per Share

  

Term in Years

  

(000's)

 
                                

Outstanding at December 31, 2018

  2,536,320  $3.53   6.77  $2,464   2,536,320  $3.53   6.97  $2,464 

Granted

  16,000  $5.08           689,500  $7.89         

Forfeited

  (336,341) $2.85           (345,674) $2.89         

Exercised

  (156,489) $3.32           (212,009) $3.29         

Outstanding at March 31, 2019

  2,059,490  $3.67   4.93  $5,492 

Outstanding at June 30, 2019

  2,668,137  $4.76   5.95  $14,564 
                                

Exercisable at March 31, 2019

  1,247,743  $3.50   2.19  $3,543 

Exercisable at June 30, 2019

  1,209,891  $3.52   1.86  $8,108 

15

 

Additional information about our stock options is as follows:

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2019

  

2018

 

Weighted average fair value of options granted

 $2.10  $1.52  $2.78  $1.60  $2.76  $1.55 

Intrinsic value of options exercised

 $258,101  $-  $297,289  $-  $555,390  $- 

Cash received from stock options exercised

 $519,184  $-  $178,541  $-  $697,725  $- 
                        

Number of options that vested

  626,278   360,074   19,669   78,327   645,947   439,152 

Fair value of options that vested

 $964,820  $570,552  $32,982  $129,731  $997,803  $707,951 
                        

Unrecognized compensation expense related to non-vested options at end of period

 $1,112,499  $1,393,633  $2,651,482  $1,127,715  $2,651,482  $1,127,715 

Weighted average years over which non-vested option expense will be recognized

  2.16   1.85   3.20   1.73   3.20   1.73 

 

Plan

 

Shares outstanding

 

2000 Stock Option Plan

  10,000 

2010 Employee LT Equity Incentive Plan

  568,989534,971 

2016 Employee LT Equity Incentive Plan

  1,480,5012,123,166 

Total shares Outstanding at March 31,June 30, 2019

  2,059,4902,668,137 

 

As of March 31, 2019

 
      

Options Outstanding

  

Options Exercisable

 
      

Weighted

             
      

Average

  

Weighted

      

Weighted

 
  

Underlying

  

Remaining

  

Average

  

Number of

  

Average

 

Range of

 

Shares

  

Contractual

  

Exercise

  

Underlying

  

Exercise

 

Exercise Prices

 

Outstanding

  

Life

  

Price

  

Shares

  

Price

 

$1.43 - $2.35

  153,354   1.70  $1.77   153,354  $1.76 

$2.39 - $3.59

  629,301   4.60  $3.44   405,303  $3.39 

$3.60 - $5.90

  1,274,835   5.48  $4.02   689,086  $3.95 

$6.15 - $6.15

  2,000   9.95  $6.15   -  $- 

Total options

  2,059,490           1,247,743     

16

As of June 30, 2019 
      

Options Outstanding

  

Options Exercisable

 
      

Weighted

             
      

Average

  

Weighted

      

Weighted

 
  

Underlying

  

Remaining

  

Average

  

Number of

  

Average

 

Range of

 

Shares

  

Contractual

  

Exercise

  

Underlying

  

Exercise

 

Exercise Prices

 

Outstanding

  

Life

  

Price

  

Shares

  

Price

 

$1.43 - $2.35

  141,004   1.29  $1.77   141,004  $1.77 

$2.39 - $3.59

  598,633   4.27  $3.44   380,635  $3.38 

$3.60 - $5.90

  1,255,000   5.19  $4.02   688,252  $3.95 

$6.83 - $10.70

  673,500   9.84  $7.96   -  $- 

Total options

  2,668,137           1,209,891     

 

We used the following assumptions to determine compensation expense for our stock options using the Black-Scholes option-pricing model:

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2019

  

2018

 

Expected volatility

  49%  49%  47%  48%  47%  49%

Expected annual dividend yield

  1.50%  1.50%  1.50%  1.50%  1.50%  1.50%

Risk free rate of return

  2.52%  2.49%  2.19%  2.77%  2.20%  2.57%

Expected option term (years)

  6.00   6.00   4.05   6.00   4.10   6.00 

16

 

Restricted Stock Awards

 

Our 2015 Non-Employee Directors Long-Term Equity Incentive Plan (the “2015 Directors Plan”) provides for the issuance of either stock options or restricted stock awards for up to 500,000 shares of our common stock. Provisions and characteristics of this 2015 Directors Plan include the following:

 

 

The exercise price, term and other conditions applicable to each stock option or stock award granted are determined by the Compensation Committee of our Board of Directors.

 

Restricted stock awards are initially issued as restricted shares with a legend restricting transferability of the shares until the recipient satisfies the vesting provision of the award, which is generally continuing service for one year subsequent to the date of the award, after which time the restrictive legend is removed from the shares.

 

Restricted shares participate in dividend payments and may be voted.

 

As of March 31,June 30, 2019, stock based incentives for up to 160,00080,000 shares remained available for issuance in the future under the 2015 Directors Plan.

 

         

Total

          

Total

 
     

Grant Date

  

Fair Value of

      

Grant Date

  

Fair Value of

 
 

Number of

  

Fair Value

  

Shares That

  

Number of

  

Fair Value

  

Shares That

 
 

Shares

  

Per Share

  

Vested

  

Shares

  

Per Share

  

Vested

 

Restricted shares outstanding at December 31, 2018

  100,000  $4.06       100,000  $4.06     

Shares granted with restrictions

  -  $-       80,000  $8.85     

Shares vested and restrictions removed

  -  $-  $-   (40,000) $6.46  $354,000 

Restricted shares outstanding at March 31, 2019

  100,000  $4.06     

Restricted shares outstanding at June 30, 2019

  140,000  $6.11     
                   

Unrecognized compensation expense for non-vested shares as of March 31, 2019

            

Unrecognized compensation expense for non-vested shares as of June 30, 2019

            

Expense to be recognized in future periods

 $214,093          $544,834         

Weighted average number of months over which expense is expected to be recognized

  0.5           9.1         

 

8.

Income Taxes

 

The components of our income tax expense (benefit) are as follows ($ in thousands):

 

 

Three months ended March 31,

  

Three months ended June 30,

  

Six months ended June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2019

  

2018

 
 

Current

  

Deferred

  

Total

  

Current

  

Deferred

  

Total

  

Current

  

Deferred

  

Total

  

Current

  

Deferred

  

Total

  

Current

  

Deferred

  

Total

  

Current

  

Deferred

  

Total

 

Federal

 $647  $(10) $637  $40  $(258) $(218) $904  $(130) $774  $37  $266  $303  $1,550  $(139) $1,411  $78  $7  $85 

State

  115   (5)  110   (24)  10   (14)  167   (15)  152   39   (6)  33   282   (20)  262   15   5  $20 

Total

 $762  $(15) $747  $16  $(248) $(232) $1,071  $(145) $926  $76  $260  $336  $1,832  $(159) $1,673  $93  $12  $105 

 

17

 

Deferred income taxes on our consolidated balance sheet reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows ($ in thousands):

 

 

March 31,

  

December 31,

  

June 30

  

December 31,

 
 

2019

  

2018

  

2019

  

2018

 

Deferred tax assets:

                

Deferred revenue

 $715  $809  $673  $809 

Share-based compensation

  352   329   393   329 

Compensation and benefits

  81   49   103   49 

Texas franchise tax R&D credit

  210   194   195   194 

Allowance for doubtful accounts

  37   37   37   37 

Deferred state income taxes

  49   45   64   45 

Accrued expenses not deducted for tax

  5   6   59   6 

Valuation allowance

  (210)  (194)  (195)  (194)

Total deferred tax assets

  1,239   1,275��  1,329   1,275 
                

Deferred tax liabilities:

                

Intangible assets

  623   667   573   667 

Deferred expenses

  206   213   202   213 

Total gross deferred tax liabilities

  829   880 

Total deferred tax liabilities

  775   880 
                

Net deferred tax assets

 $410  $395  $554  $395 

 

In assessing the realizability of deferred tax assets, we consider whether it is more-likely-than-not that some portion or all the deferred tax asset will not 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. We have concluded it is more-likely-than-not that our ability to generate future taxable income will allow us to realize those deferred tax assets.

 

As of March 31,June 30, 2019, we had Texas Research and Development tax credit carryforwards of $210,000.$195,000. We believe it is uncertain that we will have sufficient Texas Franchise Tax in the future to support utilization of these carryforward credits. Accordingly, we have provided a valuation allowance for the full amount of these credit carryforwards. These carryforwards expire in years 2034 through 2039.

 

The aggregate changes in the balance of our gross unrecognized tax benefits were as follows ($ in thousands):

 

 

Three Months Ended March 31,

  

Six Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

 

Balance at beginning of period

 $113  $158  $113  $158 

Increases for tax positions related to the current year

  -   4   -   7 

Increases for tax positions related to prior years

  -   -   -   - 

Decreases for tax positions where the statue has expired

  -   -   -   - 

Balance at end of period

 $113  $162  $113  $165 

 

Our unrecognized tax benefit is related to research and development credits taken on our U.S. income tax returns in 2012, 2013, 2015, 2016, and 2017 and the uncertainty related to the realization of a portion of those credits based on prior experience. We believe it reasonably possible that we will not recognize any$66,000 of our unrecognized tax benefits at least throughon or before December 31, 2019. If we realized and recognized any of our unrecognized tax benefits, such benefits would reduce our effective tax rate in the year of recognition.

 

18

We record interest and penalty expense related to income taxes as interest and other expense, respectively. At March 31,June 30, 2019, no interest or penalties had been or were required to be accrued. We file income tax returns in the US and in various state jurisdictions with varying statues of limitations. We are no longer subject to income tax examination by tax authorities for years prior to 20112012 with respect to our federal income tax returns and years prior to 20132014 with respect to most of our state income tax returns. We do not file, and are not required to file, any foreign income tax returns.

18

 

Our income tax expense (benefit) reconciles to an income tax expense resulting from applying an assumed statutory federal income tax rate of 21% for the 2019 and 2018 quarter and the 2019 and 2018 six months to income (loss) before income taxes as follows ($ in thousands):

 

 

Three months ended March 31,

  

Three months ended June 30,

  

Six months ended June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2019

  

2018

 

Income tax expense (benefit) at federal statutory rate

 $665  $(245) $957  $195  $1,622  $(50)

Increase (decrease) in taxes resulting from:

                        

State taxes, net of federal benefit

  86   5   117   25   203   30 

Stock based compensation

  73   30   (56)  121   8   151 

Other

  14   (6)  4   10   27   5 

R&D tax credit uncertain tax position (net)

  -   3   -   4   -   7 

Research and development credit

  (17)  (19)  -   (19)  (17)  (38)

Foreign derived intangible income deduction

  (74)  -   (96)  -   (170)  - 

Income tax expense (benefit) per the statements of operations

 $747  $(232)

Income tax expense per the statements of operations

 $926  $336  $1,673  $105 

 

On June 21, 2018, in South Dakota v Wayfair Inc., the United States Supreme Court held that states may charge sales tax on purchases made from out-of-state sellers, even if the seller does not have a physical presence in the taxing state. We are evaluating our state income tax filings with respect to the recent Wayfair decision. Currently, we file state income tax returns in those states in which we have a physical presence and/or are otherwise required by a state to register to do business.

 

9.

Earnings (Loss) per Common Share

 

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

  

June 30,

 
  

2019

  

2018

  

2019

  

2018

 

Numerators

                

Numerator for basic and diluted earnings per share:

                

Net income (loss)

 $3,633  $593  $6,053  $(342)
                 

Denominators

                

Denominators for basic and diluted earnings per share:

                

Weighted average shares outstanding - basic

  17,268   21,838   17,233   21,816 
                 

Dilutive potential common shares

                

Stock options and awards

  1,111   331   887   - 

Denominator for diluted earnings per share

  18,379   22,169   18,120   21,816 
                 

Net income (loss) per common share - basic

 $0.21  $0.03  $0.35  $(0.02)

Net income (loss) per common share – diluted

 $0.20  $0.03  $0.33  $(0.02)

Earnings per share for the periods indicated were as follows (in thousands, except per share amounts):

   

Three Months Ended

 
   

March 31,

 
   

2019

  

2018

 

Numerators

        

Numerator for basic and diluted earnings per share:

        
 

Net income (loss)

 $2,420  $(935)
          

Denominators

        

Denominators for basic and diluted earnings per share:

        
 

Weighted average shares outstanding - basic

  17,197   21,793 
          

Dilutive potential common shares

        

Stock options and awards

  467   - 

Denominator for diluted earnings per share

  17,664   21,793 
          
 

Net income (loss) per common share - basic

 $0.14  $(0.04)
 

Net income (loss) per common share – diluted

 $0.14  $(0.04)

19

 

10.

Dividends

 

We paid dividends during the 2019 quartersix months and 2018 quartersix months as follows:

 

 

Three Months Ended

  

Three Months Ended

 
 

March 31, 2019

  

March 31, 2018

  

March 31, 2019

  

March 31, 2018

  

June 30, 2019

  

June 30, 2018

 

Dividend per share of common stock

 $0.015  $0.015  $0.015  $0.015  $0.500  $0.015 

Dividend record date

 

March 11, 2019

  

March 9, 2018

  

March 11, 2019

  

March 9, 2018

  

May 13, 2019

  

June 8, 2018

 

Dividend payment date

 

March 25, 2019

  

March 23, 2018

  

March 25, 2019

  

March 23, 2018

  

May 28, 2019

  

June 22, 2018

 

 

On April 29, 2019 the Board of Directors announced a special dividend of $.50 per share of common stock. The dividend is payable on May 28, 2019 to shareholders of record at the close of business at 5 p.m. Eastern Time on May 13, 2019.

19

 

11.

Commitments and Contingencies

Contingencies

We evaluate contingencies on an on-going basis and have established loss provisions for matters in which losses are probable and the amount of the loss can be reasonably estimated. We are not currently a party to any legal proceeding that we believe could have a material adverse effect on our results of operations. These contingent liabilities are included in the “Accrued expenses” line item on our condensed consolidated balance sheet. We believe the recorded reserves in our condensed consolidated financial statements are adequate in light of the probable and estimable contingent liabilities.

 

Severance Payments

 

We have agreements with key personnel that provide for severance payments to them in the event of a “change in control” of the Company, as defined in those agreements, and their employment is terminated in connection with that change in control. In such event, our aggregate severance payments to those employees would be between approximately $900,000.$700,000 and $1.4 million depending upon the circumstances.

 

Legal and Regulatory Matters

As previously disclosed in the Company’s Current Report on Form 8-K filed on November 15, 2017, on August 9, 2017, a securities class action complaint, Anthony Giovagnoli v. GlobalSCAPE, Inc., et. al., Case No. 5:17-cv-00753, was filed against the Company in the United States District Court for the Western District of Texas. On November 6, 2017, the Court appointed Irfan Rahman as lead plaintiff (the “Lead Plaintiff”), and he filed the First Amended Complaint (the “Amended Complaint”) on July 26, 2018. The Amended Complaint named the Company and each of Matthew Goulet, James Albrecht, Thomas Brown, David Mann, Frank Morgan, and Thomas Hicks (the “Individual Defendants”) as defendants for allegedly making materially false and misleading statements regarding, inter alia, the Company’s previously reported financial statements. The Amended Complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder. The Amended Complaint sought unspecified damages, costs, attorneys’ fees, and equitable relief. The parties reached a settlement and submitted a Stipulation of Settlement to the Court on September 13, 2018. Under this settlement, the Company’s and Individual Defendants’ insurance carrier has provided the Class with a cash payment of $1,400,000, which includes the cash amount of any attorney’s fees or litigation expenses that the Court may award Lead Plaintiff’s counsel and costs Lead Plaintiff may incur in administering and providing notice of the settlement. In exchange, Lead Plaintiff has agreed that the settlement will include a dismissal of the Class Action with prejudice and a release of all claims against the Company and the Individual Defendants by the Class. The Court entered an Order and Final Judgment approving the settlement on December 18, 2018. On December 18, 2018, the Court also awarded Plaintiff’s Lead Counsel and Liaison Counsel 25% of the settlement fund ($350,000) in fees and $12,721 in reimbursement of expenses, which was paid from the settlement fund.

On October 20, 2017, the Company received a demand letter from a stockholder seeking the inspection of books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law (the “Section 220 Demand”). This stockholder’s stated purpose for the demand is, inter alia, to investigate whether the Company’s Board of Directors and officers engaged in an illegal scheme to misrepresent the Company’s performance by falsely reporting accounts receivable, license revenue, total current assets and total assets, total stockholders’ equity, and total liabilities for the year ended December 31, 2016, as well as the Board of Director’s independence to consider a stockholder derivative demand. The Company intends to fully respond to the Section 220 Demand to the extent required under Delaware law.

On October 12, 2018, and November 30, 2018 the Company received letters from stockholders (the “Stockholder Demands”) demanding that the Company take action to remedy alleged harm caused to the Company, including to remedy alleged breaches of fiduciary duties by certain current and/or former directors and executive officers of the Company. The stockholders allege, inter alia, that certain current and former directors and executive officers violated their fiduciary duties beginning at least in July 2016, causing the Company to suffer damages by overstating financial results for the fourth quarter of 2016.

20

The Board of Directors has established a special litigation committee (“Special Litigation Committee”) consisting of Thomas Hicks and Frank Morgan to analyze and investigate claims that could potentially be asserted in stockholder derivative litigation related to facts connected to the claims and allegations asserted in the litigation related to the restatement of (i) our condensed consolidated financial statements as of and for the years ended December 31, 2016 and 2015 and (ii) our consolidated financial statements as of and for the three months ended March 31, 2017 (the “Restatement”) and the Section 220 Demand (the “Potential Derivative Litigation”). The Special Litigation Committee will determine what actions are appropriate and in the best interests of the Company, and decide whether it is in the best interests of the Company to pursue, dismiss, or consensually resolve any claims that may be asserted in the Potential Derivative Litigation. The Board of Directors determined that each member of the Special Litigation Committee is disinterested and independent with respect to the Potential Derivative Litigation. Among other things, the Special Litigation Committee has the power to retain counsel and advisors, as appropriate, to assist it in the investigation, to gather and review relevant documents relating to the claims, to interview persons who may have knowledge of the relevant information, to prepare a report setting forth its conclusions and recommended course of action with respect to the Potential Derivative Litigation, and to take any actions, including, without limitation, directing the filing and prosecution of litigation on behalf of the Company, as the Special Litigation Committee in its sole discretion deems to be in the best interests of the Company in connection with the Potential Derivative Litigation. The Special Litigation Committee’s findings and determinations shall be final and not subject to review by the Board of Directors and in all respects shall be binding upon the Company. The Special Litigation Committee has concluded its investigation into the claims raised in the Stockholder Demands and concluded, among other things, that it is not in the best interest of the Company to pursue the claims raised in the Stockholder Demands.

 

As disclosed in a Current Report on Form 8-K filed on March 16, 2018, the Fort Worth, Texas Regional Office of the SEC has opened a formal investigation of issues relating to the Restatement,restatement of our condensed consolidated financial statements as of and for the years ended December 31, 2016 and 2015 and our consolidated financial statements as of and for the three months ended March 31, 2017, with which the Company is cooperating fully.  At this time, the Company is unable to predict the duration, scope, result or related costs associated with the SEC’s investigation.  The Company is also unable to predict what, if any, action may be taken by the SEC, or what penalties or remedial actions the SEC may seek.  Any determination by the SEC that the Company’s activities were not in compliance with existing laws or regulations, however, could result in the imposition of fines, penalties, disgorgement, equitable relief, or other losses, which could have a material adverse effect on the Company’s financial position, liquidity, or results of operations.

 

On May 31, 2018, the Company was served with a subpoena issued by a grand jury sitting in the United States District Court for the Western District of Texas (the “Grand Jury Subpoena”). The Grand Jury Subpoena requests all documents and emails relating to the Company’s investigation of the potential improper recognition of software license revenue. The Company intends to fully cooperate with the Grand Jury Subpoena and related investigation being conducted by the United States Attorney’s Office for the Western District of Texas (the “U.S. Attorney’s Investigation”). At this time, the Company is unable to predict the duration, scope, result or related costs of the U.S. Attorney’s Investigation. The Company is also unable to predict what, if any, further action may be taken in connection with the Grand Jury Subpoena and the U.S. Attorney’s Investigation, or what, if any, penalties, sanctions or remedial actions may be sought. Any determination by the U.S. Attorney’s office that the Company’s activities were not in compliance with existing laws or regulations, however, could result in the imposition of fines, penalties, disgorgement, equitable relief, or other losses, which could have a material adverse effect on the Company’s consolidated financial position, liquidity, or results of operations.

 

Leases

12.

Leases

 

Subsequent to March 31,On April 18, 2019, we havethe Company signed a new operating lease for our existing office space location. The lease is for a period of 10 years at an average annual rent of $462,000 beginning May 1, 2019. We estimate that this will result inrecorded a Right-of-Use Assetright-of-use asset and Lease Labilitylease liability of approximately $3 million uponat the commencement of the lease.

Our non-cancellable, contractual obligations at June 30, 2019, consisted primarily of the following ($ in thousands):

  

Operating Lease

 

2019 (remaining six months)

 $206 

2020

  420 

2021

  431 

2022

  442 

2023

  453 

Thereafter

  2,597 

Total lease payments

 $4,549 

20

Supplemental other information related to leases:

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2019

  

2019

 

Operating lease cost

 $96  $183 

Weighted-average remaining lease term (years)

  9.8   9.8 

Weighted-average discount rate (%)

  5%  5%

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from operating leases

 $99  $219 

 

1213.

Concentration of Business Volume and Credit Risk

 

In order to leverage the resources of third parties, we make our products available for purchase by end users through third-party, channel distributors even though those end users can also purchase those products directly from us. In the 2019 quarter and 2018 quarter, we earned approximately 19% and 12%, respectively,15% of our revenue from such sales through our largest third-party channel distributor. During the 2019 six months and 2018 six months, we earned approximately 17% and 14% of our revenue from such sales, respectively. As of March 31,June 30, 2019, approximately 26%20% of our accounts receivable were due from this channel distributor with payment for substantially all such amounts having been received subsequent to that date.

 

21

1314.

Segment and Geographic Disclosures

 

In accordance with ASC 280, Segment Reporting, we view our operations and manage our business as principally one segment. As a result, the financial information disclosed herein represents all of the material financial information related to our principal operating segment.

 

Revenues derived from customers and partners located outside the United States accounted for approximately 28%22% and 30%26% of our total revenues in the 2019 quarter and 2018 quarter, respectively, and 25% and 28% for the 2019 six months and 2018 six months, respectively. Each individual foreign country accounts for less than 10% of total revenue in the 2019 quarter and 2018 quarter.all periods.  We attribute revenues to countries based on the country in which the customer or partner is located. None of our property and equipment was located in a foreign country as of March 31,June 30, 2019.

 

2221

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of GlobalSCAPE, Inc. and its wholly-owned subsidiary (collectively referred to as “GlobalSCAPE”, the “Company”, “we” or “our”), and any documents incorporated by reference herein contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securitas Exchange Act of 1934, as amended (the “Exchange Act”). “Forward-looking statements” are those statements that are not of historical fact but describe management’s beliefs and expectations. We have identified many of the forward-looking statements in this Quarterly Report by using words such as “anticipate,” “believe,” “could,” “estimate,” “may,” “expect,” “potentially” and “intend.” Although we believe these expectations are reasonable, our operations involve a number of risks and uncertainties, including those described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 Form 10-K”) and other documents filed with the Securities and Exchange Commission (the “SEC”). Therefore, GlobalSCAPE’s actual results of operations and financial condition in the future could differ materially from those discussed in this Quarterly Report.

 

In the following discussion, our references to the 2019 quarter and the 2018 quarter refer to the three months ended March 31,June 30, 2019 and 2018, respectively. Our references to the 2019 six months and the 2018 six months refer to the six months ended June 30, 2019 and 2018, respectively.

 

Overview

 

We develop and sell computer software that provides secure information exchange, data transfer and sharing capabilities for enterprises and consumers. We have been in business for more than twenty years.

 

Our primary business is selling and supporting managed file transfer (“MFT”) software for enterprises. MFT software facilitates the transfer of data from one location to another across a computer network within a single enterprise or between multiple computer networks in multiple enterprises.

 

Our MFT products are based upon our Enhanced File Transfer (“EFT”) platform. This on-premise and cloud-based delivery platform emphasizes secure and efficient data exchange for virtually any organization. It enables business partners, customers and employees to share information safely and securely. The EFT platform provides enterprise-level security while automating the integration of back-end systems which are features often missing from traditional file transfer software. The EFT platform features built-in regulatory compliance, governance, and visibility controls to maintain data safety and security. It can replace legacy systems, homegrown servers, expensive leased lines and virtual area networks. The EFT platform promotes ease of administration while providing the detailed capabilities necessary for complete control of a file transfer system.

 

We continue to explore strategic alternatives to improve the market position and profitability of our product offerings in the marketplace, generate additional liquidity and enhance our valuation. We may pursue our goals through organic growth or other alternatives.

 

We earn most of our revenue from the sale of products and services that are part of our EFT platform. Customers can purchase the capabilities of our EFT platform in two ways:

 

 

Under a perpetual software license for which they pay a one-time fee and under which they typically install our product on computers that they own and/or manage. Our brand name for this product is EFT. Almost all customers who purchase EFT also purchase a maintenance and support (“M&S”) contract for which they pay us an annual recurring fee. Most of the revenue we have earned from our EFT platform products has been from sales of perpetual software licenses and related M&S.

 

As a software-as-a-service, or SaaS, under which they pay us ongoing fees to access the capabilities of the EFT platform in the cloud. In January 2018, we introduced EFT Arcus, our SaaS offering of the EFT platform for which users pay a base monthly subscription fee plus an additional variable amount determined based upon their metered usage of EFT Arcus resources.

 

We sell other products that are synergistic to our EFT platform including Mail Express, WAFS, and CuteFTP. Collectively, these products constituted less than 3% of our total revenue in the 2019 quarter.quarter and 2019 six months. Customers pay a one-time fee to purchase these products under a perpetual software license. Some customers also purchase an M&S contract. We do not offer a SaaS version of these products and have no plans to do so. We plan to phase outAs of January 1, 2019, Mail Express and WAFS in 2019.are no longer being offered for sale, however we will continue to offer product support.

 

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We focus on selling our EFT platform products in a business-to-business environment. The majority of the resources we will expend in the future for product research, development, marketing and sales will focus on this product line. We expect to expend minimal resources developing and selling our other products. We believe our EFT platform products and business capabilities are well-positioned to compete effectively in the market for these products. For a more comprehensive discussion of the products we sell and the services we offer, see “Software Products and Services below.

 

Appointment of new Interim Chief Executive Officer

 

As previously disclosed, the Company’s President and Chief Executive Officer, Matthew Goulet, unexpectedly passed away on March 30, 2019. On March 31, 2019, the Board of Directors named Robert Alpert, Chairman of the Board of Directors, as Interim CEO while the search for a permanent replacement begins.CEO.

 

Key Business Metrics

 

We review two key business metrics on an ongoing basis to help us monitor our performance and to identify material trends which may affect our business: revenue growth and Adjusted EBITDA (as defined and further described below).

 

Revenue Growth

 

We believe annual revenue growth is a key metric for monitoring our continued success in developing our business in future periods. Given our diverse solution portfolio, we regularly review our revenue mix and changes in revenue across all solutions to identify emerging trends.

 

See “Comparison of the Consolidated Statement of Operations for the Three Months Ended March June 3031,, 2019 and 2018and “Comparison of the Consolidated Statement of Operations for the Six Months Ended June 30, 2019 and 2018for a discussion of trends in our revenue growth that we monitor using this metric.

 

Adjusted EBITDA (Non-GAAP Measurement)

 

We utilize Adjusted EBITDA (Earnings Before Interest, Taxes, Total Other Income/Expense, Depreciation, Amortization, and Share-Based Compensation Expense) to provide us a view of income and expenses that is supplemental and secondary to our primary assessment of net income (loss) as presented in our consolidated statement of operations and comprehensive income (loss). We use Adjusted EBITDA to provide another perspective for measuring profitability that does not include the effects of the following items:

 

 

Expenses that typically do not require us to pay them in cash in the current period (such as depreciation, amortization and share-based compensation);

 

The cost of financing our business; and

 

The effects of income taxes.

 

Prior to 2018, we did not add back the amortization of capitalized software development costs in our Adjusted EBITDA computation. In 2018, after researching the methods used by other software companies, we changed our method of computing Adjusted EBITDA to include the amortization of capitalized software development cost in order to enhance the comparability of the computation to that of our peers.

 

We monitor Adjusted EBITDA to assess our performance relative to our intended strategies, expected patterns of action, and budgets. We use the results of that assessment to adjust our future activities to the extent we deem necessary.

Adjusted EBITDA is not a measure of financial performance under United States generally accepted accounting principles (“GAAP”). It should not be considered as a substitute for net income (loss) presented on our condensed consolidated statement of operations and comprehensive income (loss). 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 condensed consolidated financial statements prepared in accordance with GAAP.

 

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We compute Adjusted EBITDA as follows ($ in thousands):

 

 

Three Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

March 31,

  

June 30,

  

June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2019

  

2018

 

Net Income (loss)

 $2,420  $(935) $3,633  $593  $6,053  $(342)

Add (subtract) items to determine Adjusted EBITDA:

                        

Income tax expense (benefit)

  747   (232)

Income tax expense

  926   336   1,673   105 

Interest (income) expense, net

  (24)  (76)  (30)  (80)  (54)  (156)

Depreciation and amortization:

                        

Total depreciation and amortization

  410   594   506   525   916   1,120 

Share-based compensation expense

  875   671   574   191   1,449   862 

Adjusted EBITDA

 $4,428  $22  $5,609  $1,565  $10,037  $1,589 

 

Amounts we previously reported as Adjusted EBITDA reconcile to the metric in the table above as follows:

 

 

Three Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

March 31,

  

June 30,

  

June 30,

 
 

2018

  

2018

  

2018

 

Adjusted EBITDA as previously reported

 $(512) $1,101  $590 

Amortization of capitalized software development costs

  534   464   999 

Adjusted EBITDA as now reported

 $22  $1,565  $1,589 

 

See “ComparisonComparison of the Consolidated Statement of Operations for the Three Months Ended March 31,June 30, 2019 and 2018” and “Comparison of the Consolidated Statement of Operations for the Six Months Ended June 30, 2019 and 2018” for discussion of the variances between periods in the components comprising Adjusted EBITDA. 

 

Software Products and Services

 

We develop and sell computer software that provides secure information exchange, data transfer, and data sharing capabilities for enterprises and consumers. We have been in business for more than twenty years having sold our products to thousands of enterprises and individual consumers globally.

 

Our primary business is selling and supporting MFT software for enterprises. MFT software facilitates the transfer of data from one location to another across a computer network within a single enterprise or between multiple computer networks in multiple enterprises. Examples of enterprise-level activities that rely on MFT software include:

 

 

Transfer of transactional information within an enterprise on a repetitive basis from one geographic location to another, such as a transfer of deposit and withdrawal information throughout the day from a branch of a bank to a central data processing center at another location.

 

Movement of accumulated information within an enterprise from one data processing application to another on a periodic basis, such as a transfer of bi-weekly payroll information from a payroll system that is used to pay employees to a job cost system that is used to manage the cost of a project.

 

Exchange of information between enterprises to facilitate the completion of one or more business transactions, such as a retailer transmitting inventory purchasing requirements produced by its material requirements planning system to an order entry system at a supplying vendor.

 

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We earn over 95% of our revenue from the sale of MFT products and services that are part of our EFT platform. We have multiple revenue streams from the EFT platform that include:

 

 

Perpetual software licenses under which customers pay a one-time fee for the right to install our products in their information systems environment on computers they manage and either own or otherwise procure from a cloud services provider, including deploying our products at a cloud services provider in a bring-your-own-license, or BYOL, environment. Our brand name for this product is EFT. Historically, most of the revenue we have earned from our EFT platform products has been from sales of EFT perpetual software licenses and related M&S.

 

Cloud-based, SaaS solutions that we sell on an ongoing subscription basis. In January 2018, we introduced EFT Arcus, our SaaS offering of the EFT platform going forward, for which users pay a base monthly subscription fee plus an additional variable amount based upon their metered usage of EFT Arcus resources.

 

M&S.

 

Professional services for product installation, integration and training.

 

We focus on selling our EFT platform products in a business-to-business environment. The majority of the resources we will expend in the future for product research, development, marketing and sales will focus on this product line. We expect to expend minimal resources developing and selling our other products. We believe our EFT platform products and business capabilities are well-positioned to compete effectively in the market for these products. For a more comprehensive discussion of the products we sell and the services we offer, see below.

 

We sell other products that are synergistic to our EFT platform including Mail Express, WAFS, and CuteFTP. Collectively, these products constituted less than 3% of our total revenue in the first quarter of 2019.2019 quarter. Customers pay a one-time fee to purchase these products under a perpetual software license. Some customers also purchase an M&S contract. We do not offer a SaaS version of these products and have no plans to do so. We plan to phase out Mail Express and WAFS in 2019.

 

We earn most of our revenue from the sale of our EFT platform products that support business-to-business activities and are strategically focused on selling products in that environment. We intend to expend the majority of our resources in the future for product research and development, marketing, and sales in a manner that concentrates on the business-to-business market. We believe our products and business capabilities are well-positioned to compete effectively in that market.

 

The following discussion presents a summary description of our specific products and solutions.

 

Managed File Transfer – Enhanced File Transfer Platform

 

EFT is the brand name of our core MFT product platform. The EFT platform provides users the ability to securely transmit data from one location to another using any number of files of any size or configuration. It facilitates management, monitoring, and reporting on file transfers and delivers advanced data transfer workflow capabilities to move data and information into, out of, and throughout an enterprise.

 

The EFT platform provides a common, scalable MFT environment that accommodates a broad family of accompanying modules to provide enterprises with increased security, automation, compliance and performance when compared to traditional FTP-based and email delivery systems. Various optional modules allow users to select the solution configuration most applicable to their requirements for auditing, reporting, encryption, ad hoc and web-based file transfers, operability in or through a DMZ network, and integration with back-end business processes, including workflow automation capabilities.

 

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General features and capabilities of the EFT platform include:

 

 

State-of-the-art, enterprise-level security when transferring information within or between computer networks as well as for collaboration with business partners, customers, and employees. EFT also provides automation that supports effective integration of back-end systems. It has built-in regulatory compliance, governance, and visibility controls to provide a means of safely maintaining information. EFT offers a high level of performance and scalability to support operational efficiency and maintain business continuity. Administrative tools provide for complete control and monitoring of file transfer activities.

25

 

Transmission of critical information such as financial data, medical records, customer files, vendor files, personnel files, transaction activity, and other similar documents between diverse and geographically separated network infrastructures while supporting a range of information protection approaches to meet privacy, compliance and security requirements. In addition to enabling the secure, flexible transmission of critical information using servers, computers and a wide range of network-enabled mobile devices, our products also provide customers with the ability to monitor and audit file transfer activities.

 

Compliance with government regulations and industry standards relating to the protection of information while allowing users to reduce information systems and technologies costs, increase efficiency, track and audit transactions, and automate processes. Our solutions also provide data replication, acceleration of file transfer, sharing and collaboration, and continuous data backup and recovery.

 

EFT Platform – Delivery Offerings

 

Our customers can purchase the capabilities of our EFT platform in two ways:

 

 

Under a perpetual software license for which they pay a one-time fee and under which they typically install our product on computers that they own and or manage. The EFT platform purchased in this manner can also be used in a bring-your-own-license environment hosted by major cloud providers such as Amazon Web Services or Microsoft Azure. Almost all customers who purchase a perpetual license to use the EFT platform also purchase an M&S contract for which they pay us a recurring fee that is typically 20% to 30% of the perpetual license fee per year.

 

As a SaaS under which the customer pays us monthly subscription and usage fees to access the capabilities of the EFT platform in the cloud. Our brand name for this product is EFT Arcus. We introduced this product in January 2018. We have not yet earned significant revenue from the SaaS offering of our EFT platform.

 

Secure Information Sharing and Exchange Solution – Mail Express

 

Mail Express is a solution that provides secure information sharing and exchange capabilities leveraging traditional email workflow. It is a stand-alone product installed in a client-server environment that allows users to send and receive secure, encrypted email and attachments of virtually unlimited size. As of January 1, 2019, Mail Express is no longer being offered for sale, however we will continue to offer product support.

 

Wide Area File Services Solution - WAFS

 

Our WAFS software product uses data synchronization to further enhance the ability to replicate, share and backup files within a wide area network or local area network thereby allowing users to access their data at higher speeds than possible with most alternate approaches. The software uses byte-level differencing technology to update changes to files with minimal impact on network bandwidth while also ensuring that files are never overwritten, even if opened by other remote users. As of January 1, 2019, WAFS is no longer being offered for sale, however we will continue to offer product support.

 

File Transfer Solution for Consumers - CuteFTP 

 

CuteFTP is our original product introduced in 1996. It is a file transfer program generally used by individuals and small businesses. It generates incremental revenue for us at a relatively low cost. We will continue selling CuteFTP as a stand-alone product and providing M&S services to customers, but will not invest significantly in enhancing or marketing the product.

 

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Professional Services

 

We offer a wide range of professional services to complement our on-premises and SaaS solutions. These services can include:

 

System integration and implantation

Business process and workflow planning

Policy development

Education and training

Solution health checks

 

Maintenance and Support

 

We offer M&S contracts to licensees of all of our software products. These M&S contracts entitle the licensee to software upgrades and technical support services in accordance with the terms of our M&S contract. Standard technical support services are provided via email and telephone during our regular business hours. For certain products, we offer a Platinum M&S contract which provides access to emergency technical assistance 24 hours per day, 7 days a week.

 

Most of our M&S contracts are for one year although we also sell multi-year contracts. M&S is purchased by substantially all buyers of our EFT platform as well as by many customers who purchase our other products. Customers with M&S contracts pay us a recurring, annual fee that is typically 20% to 30% of the software license price. A majority of our customers with M&S contracts renew them each year.

 

Employees

 

Our workforce is organized as follows:

 

 

March 31,

  

June 30,

 

Department

 

2019

  

2018

  

2019

  

2018

 

Sales and Marketing

  39   57   43   54 

Engineering

  9   30   9   27 

Professional Services

  6   6   6   5 

Customer Support

  23   23   21   25 

Management and Administration

  15   19   17   17 

Total

  92   135   96   128 

 

On August 3, 2018, we implemented a plan to restructure our organization, which included a reduction in workforce of approximately 40 employees, representing approximately 30% of the Company’s total pre-restructuring workforce. We recorded a charge of $381,000 in the third quarter of 2018 relating to this reduction in force, consisting primarily of one-time severance payments and termination benefits. The Company’s goal in the restructuring was to better focus our workforce on retaining current customers, gaining incremental business from current customers, and winning new business in the market segments where we can leverage our expertise and long history as an EFT pioneer.

 

Through the first quartersix months of 2019, the realignment has resulted in a significant reduction in total operating expenses and a significant increase in operating income. No assurance can be provided that operating expenses will continue to decline or that operating income will continue to increase. Please see the Company’s discussion of “Risk Factors – Risks Related to Our Operations” in our 2018 Form 10-K filed with the SEC on March 18, 2019.

 

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Solution Perspective and Trends

 

 The components of our revenue are as follows ($ in thousands):

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2019

  

2018

 
     

Percent of

      

Percent of

      

Percent of

      

Percent of

      

Percent of

      

Percent of

 
 

Amount

  

Total

  

Amount

  

Total

  

Amount

  

Total

  

Amount

  

Total

  

Amount

  

Total

  

Amount

  

Total

 
                                                

Revenue By Type

                                                

License

 $2,634   28.0% $2,160   28.0% $2,835   27.6% $2,722   32.2% $5,469   27.8% $4,882   30.2%

M&S

  6,076   64.5%  5,100   66.1%  6,602   64.3%  5,285   62.5%  12,678   64.4%  10,385   64.2%

Professional Services

  703   7.5%  451   5.8%  832   8.1%  449   5.3%  1,535   7.8%  900   5.6%
                                                

Total Revenue

 $9,413   100.0% $7,711   100.0% $10,269   100.0% $8,456   100.0% $19,682   100.0% $16,167   100.0%
                                                

Revenue by Product Line

                                                

License

                                                

EFT Platform

 $2,584   98.1% $2,076   96.1% $2,784   98.2% $2,635   96.8% $5,368   98.2% $4,711   96.5%

Other

  50   1.9%  84   3.9%  51   1.8%  87   3.2%  101   1.8%  171   3.5%
                                                

Total License Revenue

  2,634   100.0%  2,160   100.0%  2,835   100.0%  2,722   100.0%  5,469   100.0%  4,882   100.0%
                                                

M&S

                                                

EFT Platform

  5,868   96.6%  4,870   95.5%  6,394   96.8%  5,064   95.8%  12,262   96.7%  9,933   95.6%

Other

  208   3.4%  230   4.5%  208   3.2%  221   4.2%  416   3.3%  452   4.4%
                                                

Total M&S Revenue

  6,076   100.0%  5,100   100.0%  6,602   100.0%  5,285   100.0%  12,678   100.0%  10,385   100.0%
                                                

Professional Services (all EFT Platform)

  703   100.0%  451   100.0%  832   100.0%  449   100.0%  1,535   100.0%  900   100.0%
                                                

Total Revenue

                                                

EFT Platform

  9,155   97.3%  7,397   95.9%  10,010   97.5%  8,148   96.4%  19,165   97.4%  15,544   96.1%

Other

  258   2.7%  314   4.1%  259   2.5%  308   3.6%  517   2.6%  623   3.9%
                                                

Total Revenue

 $9,413   100.0% $7,711   100.0% $10,269   100.0% $8,456   100.0% $19,682   100.0% $16,167   100.0%

 

Revenue from our EFT platform products increased 24%23% for the 2019 quarter compared to the 2018 quarter.quarter and the 2019 six months compared to the 2018 six months. Revenue for our other product lines decreased 18%16% for the 2019 quarter compared to the 2018 quarter and 17% for the 2019 six months compared to the 2018 six months, which is consistent with our expectations as discussed below. For a more detailed discussion of these revenue trends, see “Comparison of the Condensed Consolidated Statement of Operations for the Three Months Ended March 31,June 30, 2019 and 2018”.

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Liquidity and Capital Resources

 

Our total cash, cash equivalents and working capital positions were as follows ($ in thousands):

 

  

March 31, 2019

  

December 31, 2018

 

Cash and cash equivalents

 $14,362  $9,173 
         

Current assets

 $21,271  $17,351 

Current liabilities

  (16,834)  (15,483)

Working capital

 $4,437  $1,868 

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June 30, 2019

  

December 31, 2018

 

Cash and cash equivalents

 $9,871  $9,173 
         
         

Current assets

 $17,345  $17,351 

Current liabilities

  (17,511)  (15,483)

Working capital

 $(166) $1,868 

 

When assessing our liquidity and capital resources, we consider the following factor:

 

 

Deferred revenue, unlike the other liability components of our working capital, is an obligation we will satisfy by providing services in the future to our customers as part of our ongoing operating activities from which we have historically generated cash flow. Our deferred revenue does not involve a disbursement of cash as a direct payment of that liability although we will incur operating expenses in the future as we deliver those M&S services.

 

Our capital requirements principally relate to our need to fund our ongoing operating expenditures, which are primarily related to employee salaries and benefits. We make these expenditures to enhance our existing products, develop new products, sell those products in the marketplace and support our customers after the sale.

 

We rely on cash and cash equivalents on hand and cash flows from operations to fund our operating activities and believe those items will be our principal sources of capital for the foreseeable future. If our revenue declines and/or our expenses increase, our cash flow from operations and cash on hand could decline.

 

Cash provided or used by our various activities consisted of the following ($ in thousands):

 

 

Cash Provided (Used) During the Three Months Ended March 31,

  

Cash Provided (Used) During the Six Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

 

Operating activities

 $5,973  $826  $10,261  $1,883 

Investing activities

  (224)  (429)  (469)  (897)

Financing activities

  (560)  (327)  (9,094)  (655)

 

Our cash provided by operating activities increased during the 2019 quartersix months compared to the 2018 quartersix months primarily due to the following factors:

 

 

Accounts receivable decreasing $1.2Net income after considering items not involving cash at the time they are recorded in the statement of operations and comprehensive income, as set forth on our Condensed Consolidated Statement of Cash Flows, increasing $8.3 million in the 2019 six months as compared to increasing $1.6 million in the 2018 six months. See “Comparison of the Consolidated Statement of Operations for the Six Months Ended June 30, 2019 and 2018for a discussion of the changes in the components of these amounts.

Deferred revenue increasing $749,000 during the 2019 quartersix months compared to decreasing $1.8$1.0 million during the 2018 quartersix months due primarily to increasing the resources dedicated to securing M&S renewals and an increase in single-year renewals.

Accrued expenses increasing $303,000 in the 2019 six months compared to decreasing $100,000 in the 2018 six months primarily due to the accrual of two contingent liabilities more fully described in Note 11.

Prepaid and other expenses decreasing $104,000 in the 2019 six months compared to increasing $389,000 in the 2018 six months due primarily to a reduction in the receivable from our D&O insurance in 2019.

Federal income tax payable increasing $179,000 in the 2019 six months compared to decreasing $157,000 in the 2018 six months due primarily to having a net income in the 2019 six months as compared to a net loss in the 2018 six months.

29

Offset by:

Accounts receivable decreasing $537,000 during the 2019 six months which provided less cash compared to the $1.7 million decrease during the 2018 six months. This was due primarily to more cash collected from customers in the 2018 quartersix months as a result of increased collection activities that concentrated on older, smaller outstanding receivables, which was not necessary in 2019. In addition, there was a significant increase in sales throughout the 2019 threesix months compared to the 2018 threesix months.

 

Deferred revenue increasing $307,000 during the 2019 quarter compared to decreasing $1.3 million during the 2018 quarter due primarily to an increase in single-year renewals.

Federal income taxAccounts payable increasing $588,000$63,000 in the 2019 quartersix months compared to increasing $27,000$292,000 in the 2018 quartersix months due primarily to having a net incomenormal variations in the 2019 quarter as comparedtiming of payments to a net loss in the 2018 quarter.our vendors.

 

The amount of cash we used for investing activities during the 2019 quartersix months decreased compared to the 2018 quartersix months due primarily to a decrease in our software development costs capitalized due to the reduction in force which significantly reduced the headcount in our engineering department.

 

Financing activities used more cash during the 2019 quartersix months than during the 2018 quartersix months primarily due to:

 

Dividend payments increasing $9.0 million in the 2019 six months compared to increasing $650,000 in the 2018 six months due to a special dividend of $0.50 per share that was paid on May 28, 2019.

 

The purchase of $375,000 of our common stock through open market stock repurchases.

 

A one-time payment of $445,000 (net of tax benefit) to our former Chief Financial Officer to terminate certain stock option agreements.

30

Lower dividend payments as a result of an increase in treasury shares due to our tender offer and open market share repurchase program.

 

Offset by:

 

 

An increase in proceeds received from the exercise of stock options during the 2019 quarter compared to the 2018 quarter as a result of the moratorium on issuing shares of common stock in 2018, which was lifted in August of 2018.

 

Contractual Obligations and Commitments

 

As of March 31,June 30, 2019, our contractual obligations and commitments consisted primarily of the following items:

 

 

An obligation to deliver services in the future to satisfy our right to earn our deferred revenue of $16.5$17.0 million. Those future services primarily relate to our obligations under M&S contracts. We will recognize this deferred revenue as revenue over the remaining life of those contracts which generally ranges from one to three years. Deferred revenue, unlike the other liability components of our working capital, is an obligation we will satisfy by providing services in the future to our customers as part of our ongoing operating activities from which we have historically generated cash flow. Our deferred revenue does not involve a disbursement of cash as a direct payment of that liability although we will incur operating expenses in the future as we deliver those M&S services.

 

Trade accounts payable and accrued liabilities which include our contractual obligations to pay software royalties to third parties that vary in amount based on our sales volume of products upon which royalties are payable.

 

Operating lease for our office space.

 

Federal and state taxes.

 

Subsequent to March 31,Our non-cancellable, contractual obligations at June 30, 2019, we have signed a new operating lease for our existing office space location. The lease is for a period of 10 years at an average annual rent of $462,000 beginning May 1, 2019. We estimate that this will result in a Right-of-Use Asset and Lease Lability of approximately $3 million being recorded upon the commencementconsisted primarily of the lease.  following ($ in thousands):

  

Amount Due for the Period

 
  

Six Months Ending

December 31,

  

Fiscal Years

 
  

2019

  

2020

  

2021

  

Thereafter

  

Total

 

Operating leases

 $206  $420  $431  $3,492  $4,549 

 

As of March 31,June 30, 2019, we had no interest-bearing obligations in the form of loans, notes payable or similar debt instruments.

30

 

Comparison of the Condensed Consolidated Statement of Operations for the Three Months Ended March 31,June 30, 2019 and 2018

 

  

Three Months Ended March 31,

     
  

2019

  

2018

  

$ Change

 
  

$ in thousands

 
             

Total revenues

 $9,413  $7,711  $1,702 

Total cost of revenues

  1,434   1,616   (182)

Gross profit

  7,979   6,095   1,884 

Operating expenses

            

Sales and marketing

  1,916   3,107   (1,191)

General and administrative

  2,015   1,822   193 

Legal and professional

  576   1,680   (1,104)

Severance

  4   11   (7)

Research and development

  325   718   (393)

Total operating expenses

  4,836   7,338   (2,502)

Income (loss) from operations

  3,143   (1,243)  4,386 

Other income

  24   76   (52)

Income (loss) before income taxes

  3,167   (1,167)  4,334 

Income tax expense (benefit)

  747   (232)  979 

Net income (loss)

 $2,420  $(935) $3,355 

31

  

Three Months Ended June 30,

     
  

2019

  

2018

  

$ Change

 
  

$ in thousands

 
             

Total revenues

 $10,269  $8,456  $1,813 

Total cost of revenues

  1,587   1,565   22 

Gross profit

  8,682   6,891   1,791 

Operating expenses

            

Sales and marketing

  1,899   2,862   (963)

General and administrative

  1,757   1,470   287 

Legal and professional

  222   1,046   (824)

Severance

  -   96   (96)

Research and development

  275   568   (293)

Total operating expenses

  4,153   6,042   (1,889)

Income (loss) from operations

  4,529   849   3,680 

Other income

  30   80   (50)

Income (loss) before income taxes

  4,559   929   3,630 

Income tax expense (benefit)

  926   336   590 

Net income (loss)

 $3,633  $593  $3,040 

 

In the discussion below, the percentage changes cited are based on the 2019 quarter amounts compared to the 2018 quarter amounts.

Revenue. The components of our revenues were as follows ($ in thousands):

 

 

Three Months Ended March 31,

  

Three Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

 
     

Percent of

      

Percent of

      

Percent of

      

Percent of

 
 

Amount

  

Total

  

Amount

  

Total

  

Amount

  

Total

  

Amount

  

Total

 
                                

Revenue By Type

                                

License

 $2,634   28.0% $2,160   28.0% $2,835   27.6% $2,722   32.2%

M&S

  6,076   64.5%  5,100   66.1%  6,602   64.3%  5,285   62.5%

Professional Services

  703   7.5%  451   5.8%  832   8.1%  449   5.3%
                                

Total Revenue

 $9,413   100.0% $7,711   100.0% $10,269   100.0% $8,456   100.0%
                                

Revenue by Product Line

                                

License

                                

EFT Platform

 $2,584   98.1% $2,076   96.1% $2,784   98.2% $2,635   96.8%

Other

  50   1.9%  84   3.9%  51   1.8%  87   3.2%
                                
  2,634   100.0%  2,160   100.0%  2,835   100.0%  2,722   100.0%

M&S

                                

EFT Platform

  5,868   96.6%  4,870   95.5%  6,394   96.8%  5,064   95.8%

Other

  208   3.4%  230   4.5%  208   3.2%  221   4.2%
                                
  6,076   100.0%  5,100   100.0%  6,602   100.0%  5,285   100.0%
                                

Professional Services (all EFT Platform)

  703   100.0%  451   100.0%  832   100.0%  449   100.0%
                                

Total Revenue

                                

EFT Platform

  9,155   97.3%  7,397   95.9%  10,010   97.5%  8,148   96.4%

Other

  258   2.7%  314   4.1%  259   2.5%  308   3.6%
                                
 $9,413   100.0% $7,711   100.0% $10,269   100.0% $8,456   100.0%

31

 

Our total revenue increased 22%21%. Revenue from our EFT platform products and services increased 24%23%. Revenue from our other products that consist of Mail Express, WAFS, CuteFTP, and TappIn decreased to comprising less than 3% of our total revenue, which is a trend that is in line with our ongoing de-emphasis of those products.

 

As of January 1, 2019, Mail Express and WAFS are no longer being offered for sale, however we will continue to offer product supportsupport.

 

EFT Platform Products

 

License revenue from our EFT platform products increased 24%6%. This increase was primarily due to an increase in theanticipated as a result of a number of large transactions, including transactions that were expected to originally closechanging variables in sales strategy starting in August of 2018 which includes expansion within the previous quarter.current customer base.

32

 

M&S revenue from our EFT platform products increased 20%26% primarily due to:

 

 

The addition of sales resources that are focused on (i) increasing the number of customers who renew M&S and (ii) increasing annual contract prices to better reflect the value provided by our support teams.

 

Ongoing license sales since a majority of license sales are accompanied by an M&S contract. The change in M&S revenue typically lags behind the related change in license revenue because license sales are recognized as revenue in full in the period the license is delivered while the related M&S revenue is recognized in future periods as those services are delivered.

 

Sustaining high renewal rates of M&S contracts by customers who initially purchased these services in earlier periods. We believe these renewals are the result of customers recognizing the value provided by our Maintenance and Support team.

 

Our professional services revenue was $252,000$383,000 more for the 2019 quarter compared to the 2018 quarter, which is an increase of 56%85%. This increase was primarily due to an increase in software license sales, which typically results in higher professional service revenue.and refocusing on our EFT platform and expansion within the current customer base.

 

Cost of Revenues. These expenses are associated with the production, delivery and support of our products and services. We believe it is meaningful to view cost of revenues as a percent of the revenues to which those costs relate since many of those costs are variable relative to revenue.

 

Cost of license revenue primarily consists of:

 

 

Amortization of capitalized software development costs we incur when producing our software products. Amortization begins when a product is ready for general release to the public and generally is an expense that is not directly variable relative to revenue.

 

Royalties we pay to use software developed by others for certain features of our products that is generally an expense that is variable relative to revenue.

 

Fees we pay to third parties who provide services supporting our SaaS and cloud-based subscription solutions that generally have components that are both variable and not variable relative to revenue.

 

Cost of M&S revenue and cost of professional services revenue consist primarily of salaries and related costs of our employees and third parties we use to deliver these services.

 

Cost of software license revenue decreased 21%was relatively flat and as a percent of software license revenue was 23%26% in the 2019 quarter compared to 36%27% in the 2018 quarter. These decreases were primarilyVariable costs remained constant despite the increase in license revenue due to a decrease in amortizationthe mix of capitalized software development costs.products sold which can vary from quarter to quarter.

 

Cost of M&S revenue as a percent of M&S revenue was 9% in the 2019 quarter as compared to 10% in the 2018 quarter. Cost of revenue for M&S in absolute dollars increased by 2%5%. These increases wereThe increase in absolute dollars was due primarily to increasing our headcountan increase in our customer support department.personnel related expenses.

 

Cost of professional services revenue as a percent of that revenue was 42%35% in the 2019 quarter as compared to 72%65% in the 2018 quarter. This variation resulted from the varying scope and mix of the professional services we deliver that can change from period-to-period in response to the circumstances of the customer environments in which we are working. Because the cost of revenue for professional services is highly variable relative to our revenue from our services, this cost in absolute dollars decreased 10% primarily due to a decrease in outsourced professional services.

32

 

Sales and Marketing.  We believe it meaningful to view cost of sales and marketing as a percent of revenues since many of those costs, particularly sales commissions, are variable relative to revenue. These expenses were 20%18% of total revenue for the 2019 quarter compared to 40%34% of total revenue for the 2018 quarter. In absolute dollars these expenses decreased 38%34% due primarily to decreased marketing expenses related to a decrease in our spending for content syndication and reduced headcount.

 

33

General and Administrative. These expenses increased 11%20% primarily due to an increase in shared based compensation expense related to the accelerated vesting of optionsrestricted stock granted to a former member of our former Chief Executive Officer who passed away unexpectedly.Board of Directors. The vesting acceleration was pursuant toapproved by the termsCompensation Committee of the applicable option agreements.Board of Directors.

 

Legal and Professional. These expenses decreased 66%79% primarily due to decreases in professional fees and related expenses associated with the previously disclosed internal investigation, the restatement of certain of our financial statements and related litigation, and the reimbursement of prior expense by our insurance carrier offset by the accrual of contingent liabilities more fully described in Note 11 of the notes to our condensed consolidated financial statements.11.

 

Research and Development.  The overall profile of our research and development (“R&D”) activities was as follows ($ in thousands):

 

  

Three Months Ended March 31,

 
  

2019

  

2018

 

R&D expenditures expensed

 $325  $718 

R&D expenditures capitalized

  201   402 

Total R&D expenditures (non-GAAP measurement)

 $526  $1,120 
  

Three Months Ended June 30,

 
  

2019

  

2018

 

R&D expense

 $275  $568 

Capitalized software development costs

  236   390 

Total resources expended for R&D

 $511  $958 

 

Our total R&D expenditures decreased 53%47% during the 2019 quarter as compared with the 2018 quarter primarily due to fewer employed software engineers and technical personnel.

 

Total resources expended for R&D set forth above as total R&D expenditures serves to illustrate our total corporate efforts to improve our existing products and to develop new products regardless of whether or not our expenditures for those efforts were expensed or capitalized. Total resources expended for R&D is not a measure of financial performance under GAAP and should not be considered a substitute for R&D expense (set forth above as R&D expenditures expensed) and capitalized software development costs (set forth above as R&D expenditures capitalized) individually. While we believe the non-GAAP total resources expended for R&D amount provides useful supplemental information regarding our overall corporate product improvement and new product creation activities, there are limitations associated with the use of this non-GAAP measurement. Total resources expended for R&D is a non-GAAP measure not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies since there is no standard for preparing this non-GAAP measure. As a result, this non-GAAP measure of total resources expended for R&D has limitations and should not be considered in isolation from, or as a substitute for, R&D expense and capitalized software development costs individually.

 

Interest Income (Expense), Net. Interest income (expense), net has historically consisted primarily of interest income earned on certificates of deposit. The Company redeemed all of the certificates of deposit in September and October 2018 in order to fund the purchase of shares related to the tender offer. In 2019 the interest income earned is related to interest from our money market account.

 

Income Taxes. Our effective rate differed from the federal statutory tax rate of 21% in the 2019 quarter and 2018 quarter primarily due to:

 

 

Certain expenses in our condensed consolidated financial statements, such as a portion of meals and entertainment expenses and stock based compensation that are not deductible on our federal income tax return.

 

State income taxes included in income tax expense in our condensed consolidated financial statements.

 

Offset by:

 

 

The research and development credit which is a tax credit incentive that serves to reduce the rate at which we pay federal income taxes in exchange for us conducting certain aspects of our business in a manner promoted by the Internal Revenue Code.

 

The foreign derived intangible income deduction which was a part of the 2017 Tax Cuts and Jobs Act that lowered the tax rate for US corporations’ foreign derived intangible income.

 

33

Comparison of the Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2019 and 2018

  

Six Months Ended June 30,

     
  

2019

  

2018

  

$ Change

 
  

$ in thousands

 
             

Total revenues

 $19,682  $16,167  $3,515 

Total cost of revenues

  3,021   3,181   (160)

Gross profit

  16,661   12,986   3,675 

Operating expenses

            

Sales and marketing

  3,815   5,969   (2,154)

General and administrative

  3,772   3,292   480 

Legal and professional

  798   2,725   (1,927)

Severance

  4   107   (103)

Research and development

  600   1,286   (686)

Total operating expenses

  8,989   13,379   (4,390)

Income (loss) from operations

  7,672   (393)  8,065 

Other income

  54   156   (102)

Income (loss) before income taxes

  7,726   (237)  7,963 

Income tax expense (benefit)

  1,673   105   1,568 

Net income (loss)

 $6,053  $(342) $6,395 

In the discussion below, the percentage changes cited are based on the 2019 six month amounts compared to the 2018 six month amounts.

Revenue. The components of our revenues were as follows ($ in thousands):

  

Six Months Ended June 30,

 
  

2019

  

2018

 
      

Percent of

      

Percent of

 
  

Amount

  

Total

  

Amount

  

Total

 
                 

Revenue By Type

                

License

 $5,469   27.8% $4,882   30.2%

M&S

  12,678   64.4%  10,385   64.2%

Professional Services

  1,535   7.8%  900   5.6%
                 

Total Revenue

 $19,682   100.0% $16,167   100.0%
                 

Revenue by Product Line

                

License

                

EFT Platform

 $5,368   98.2% $4,711   96.5%

Other

  101   1.8%  171   3.5%
                 
   5,469   100.0%  4,882   100.0%

M&S

                

EFT Platform

  12,262   96.7%  9,933   95.6%

Other

  416   3.3%  452   4.4%
                 
   12,678   100.0%  10,385   100.0%
                 

Professional Services (all EFT Platform)

  1,535   100.0%  900   100.0%
                 

Total Revenue

                

EFT Platform

  19,165   97.4%  15,544   96.1%

Other

  517   2.6%  623   3.9%
                 
  $19,682   100.0% $16,167   100.0%

 

34

Our total revenue increased 22%. Revenue from our EFT platform products and services increased 23%. Revenue from our other products that consist of Mail Express, WAFS, CuteFTP, and TappIn decreased to comprising less than 3% of our total revenue, which is a trend that is in line with our ongoing de-emphasis of those products.

As of January 1, 2019, Mail Express and WAFS are no longer being offered for sale, however we will continue to offer product support.

EFT Platform Products

License revenue from our EFT platform products increased 14%. This increase was anticipated as a result of a number of changing variables in sales strategy starting in August of 2018 which includes expansion within the current customer base.

M&S revenue from our EFT platform products increased 23% primarily due to:

The addition of sales resources that are focused on (i) increasing the number of customers who renew M&S and (ii) increasing annual contract prices to better reflect the value provided by our support teams.

Ongoing license sales since a majority of license sales are accompanied by an M&S contract. The change in M&S revenue typically lags behind the related change in license revenue because license sales are recognized as revenue in full in the period the license is delivered while the related M&S revenue is recognized in future periods as those services are delivered.

Sustaining high renewal rates of M&S contracts by customers who initially purchased these services in earlier periods. We believe these renewals are the result of customers recognizing the value provided by our Maintenance and Support team.

Our professional services revenue was $635,000 more for the 2019 six months compared to the 2018 six months which is an increase of 71%. This increase was primarily due to an increase in software license sales and refocusing on our EFT platform and expansion within the current customer base.

Cost of Revenues. These expenses are associated with the production, delivery and support of our products and services. We believe it is meaningful to view cost of revenues as a percent of the revenues to which those costs relate since many of those costs are variable relative to revenue.

Cost of license revenue primarily consists of:

Amortization of capitalized software development costs we incur when producing our software products. Amortization begins when a product is ready for general release to the public and generally is an expense that is not directly variable relative to revenue.

Royalties we pay to use software developed by others for certain features of our products that is generally an expense that is variable relative to revenue.

Fees we pay to third parties who provide services supporting our SaaS and cloud-based subscription solutions that generally have components that are both variable and not variable relative to revenue.

Cost of M&S revenue and cost of professional services revenue consist primarily of salaries and related costs of our employees and third parties we use to deliver these services.

Cost of software license revenue decreased 11% and as a percent of software license revenue was 25% in the 2019 six months compared to 31% in the 2018 six months. These decreases were primarily due to a decrease in amortization of capitalized software development costs.

Cost of M&S revenue as a percent of M&S revenue was 9% in the 2019 six months as compared to 10% in the 2018 six months. Cost of revenue for M&S in absolute dollars increased by 4%. The increase in absolute dollars was due primarily to an increase in personnel related expenses.

Cost of professional services revenue as a percent of that revenue was 38% in the 2019 six months as compared to 68% in the 2018 six months. This variation resulted from the varying scope and mix of the professional services we deliver that can change from period-to-period in response to the circumstances of the customer environments in which we are working. Because the cost of revenue for professional services is highly variable relative to our revenue from our services, this cost in absolute dollars decreased 5% primarily due to a decrease in outsourced professional services.

35

Sales and Marketing.  We believe it meaningful to view cost of sales and marketing as a percent of revenues since many of those costs, particularly sales commissions, are variable relative to revenue. These expenses were 19% of total revenue for the 2019 six months compared to 37% of total revenue for the 2018 six months. In absolute dollars these expenses decreased 36% due primarily to decreased marketing expenses related to a decrease in our spending for content syndication and reduced headcount.

General and Administrative. These expenses increased 15% primarily due to an increase in share based compensation expense related to the accelerated vesting of options granted to our former Chief Executive Officer who passed away unexpectedly in March 2019 and the accelerated vesting of restricted stock granted to a former member of our Board of Directors. The vesting acceleration of the stock options was pursuant to the terms of the applicable option agreements and the vesting acceleration of the restricted stock grant was approved by the Compensation Committee of the Board of Directors

Legal and Professional. These expenses decreased 71% primarily due to decreases in professional fees and related expenses associated with the previously disclosed internal investigation, the restatement of certain of our financial statements and related litigation described in Note 11 of the notes to our condensed consolidated financial statements, and the reimbursement of prior expense by our insurance carrier offset by the accrual of contingent liabilities described in Note 11.

Research and Development.  The overall profile of our R&D activities was as follows ($ in thousands):

  

Six Months Ended June 30,

 
  

2019

  

2018

 

R&D expense

 $600  $1,286 

Capitalized software development costs

  437   793 

Total resources expended for R&D

 $1,037  $2,079 

Our total R&D expenditures decreased 50% during the 2019 six months as compared with the 2018 six months primarily due fewer employed software engineers and technical personnel.

Total resources expended for R&D serves to illustrate our total corporate efforts to improve our existing products and to develop new products regardless of whether or not our expenditures for those efforts were expensed or capitalized. Total resources expended for R&D is not a measure of financial performance under GAAP and should not be considered a substitute for R&D expense and capitalized software development costs individually. While we believe the non-GAAP total resources expended for R&D amount provides useful supplemental information regarding our overall corporate product improvement and new product creation activities, there are limitations associated with the use of this non-GAAP measurement. Total resources expended for R&D is a non-GAAP measure not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies since there is no standard for preparing this non-GAAP measure. As a result, this non-GAAP measure of total resources expended for R&D has limitations and should not be considered in isolation from, or as a substitute for, R&D expense and capitalized software development costs individually.

Interest Income (Expense), Net. Interest income (expense), net has historically consisted primarily of interest income earned on certificates of deposit. The Company redeemed all of the certificates of deposit in September and October 2018 in order to fund the purchase of shares related to the tender offer. In 2019 the interest income earned is related to interest from our money market account.

Income Taxes. Our effective rate differed from the federal statutory tax rate of 21% in the 2019 six months and 2018 six months primarily due to:

Certain expenses in our condensed consolidated financial statements, such as a portion of meals and entertainment expenses and stock based compensation that are not deductible on our federal income tax return.

State income taxes included in income tax expense in our condensed consolidated financial statements.

Offset by:

The research and development credit which is a tax credit incentive that serves to reduce the rate at which we pay federal income taxes in exchange for us conducting certain aspects of our business in a manner promoted by the Internal Revenue Code.

The foreign derived intangible income deduction which was a part of the 2017 Tax Cuts and Jobs Act that lowered the tax rate for US corporations’ foreign derived intangible income.

36

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report, our Chairman of the Board and Interim Chief Executive Officer and our Chief Financial Officer carried out an evaluation of the effectiveness of GlobalSCAPE’s “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) and concluded that the disclosure controls and procedures were effective.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting during the quarter ended March 31,June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

3537

 

Part II. Other Information

 

Item 1. Legal Proceedings

 

The information set forth under “Note 11 – Commitments and Contingencies – Legal and Regulatory Matters” to the notes to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report is incorporated herein by reference.

 

Item 1A. Risk Factors.

 

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2018 Form 10-K filed with the SEC on March 18, 2019. Except as set forth in this Quarterly Report, the risks and uncertainties described in “Item 1A. Risk Factors” of our 2018 Form 10-K have not materially changed. These risk factors could materially affect our business, financial condition or future results, but they are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

Purchases of Equity Securities by the IssuerItem 5. Other Information and Affiliated Purchasers.

 

Share repurchase activity duringOn August 6, 2019, the three months ended March 31, 2019 was as follows

          

Total number of

  

Maximum

 
  

Total

      

shares purchased

  

dollar value

 
  

number of

  

Average

  

as part of publicly

  

of shares

 
  

shares

  

price per

  

announced plans

  

that may yet

 
  

purchased

  

share

  

or programs

  

be purchased

 
                 

January 1 -

                

January 31, 2019

  12,097   4.49   12,097  $963,287 

February 1 -

                

February 28, 2019

  7,735   4.51   7,735  $928,408 

March 1 -

                

March 31, 2019

  48,726   5.49   48,726  $641,945 
                 

Total

  68,558       68,558   641,945 

On October 29, 2018, the Company announced that its Board of Directors had authorizedapproved and adopted an amendment to the Company’s Amended and Restated Bylaws to adopt a stock repurchase program. Undernew bylaw providing for Delaware courts as the program,exclusive forum for the Company may purchase up to $5,000,000adjudication of its outstanding common stock. Under the stock repurchase program, the Company intends to repurchase shares through authorized Rule 10b5-1 plans (which permits 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 Exchange Act. The $641,945 above represents the funds remaining available to repurchase shares under the current plan at March 31, 2019.disputes.

36

 

Item 6. Exhibits

 

(a)

Exhibits

 

 

3.1*

Amendment to the GlobalSCAPE, Inc. Amended and Restated Bylaws, effective as of August 6, 2019.

10.1

Option TerminationAmended and Restated Employment Agreement, dated as of February 29,April 4, 2019, by and between GlobalSCAPE, Inc. and James W. Albrecht, Jr.Karen J. Young (filed as Exhibit 10.1 to Form 8-K filed on March 1,April 4, 2019 and incorporated herein by reference).

 

10.2

Amended and Restated Employment Agreement, dated as of April 4, 2019, by and between GlobalSCAPE, Inc. and David Mello (filed as Exhibit 10.2 to Form 8-K filed on April 4, 2019 and incorporated herein by reference).

10.3

Amended and Restated Employment Agreement, dated as of April 4, 2019, by and between GlobalSCAPE, Inc. and Michael P. Canavan (filed as Exhibit 10.1 to Form 8-K filed on April 5, 2019 and incorporated herein by reference).

10.4

Employment Agreement, dated as of May 14, 2019, by and between GlobalSCAPE, Inc. and Robert Alpert (filed as Exhibit 10.1 to Form 8-K filed on May 14, 2019 and incorporated herein by reference).

 

31.1*

Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2*

Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.2002

 

32.1*

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

101

Interactive Data File.

 

*

Filed herewith.

 

3738

 

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 thereunto duly authorized.

 

 

 

GLOBALSCAPE, INC.

    

May 10,August 9, 2019

 

By:

/s/ Karen J. Young

Date

 

 

Karen J. Young

 

 

 

Chief Financial Officer

 

 

 

 


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