Item 1. Financial ~~Statement~~Statements

GlobalSCAPE, Inc.

Condensed Consolidated Balance Sheets

(in thousands except share amounts)

	September 30,			December 31,
	2017			2016
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	11,447		$	8,895
Certificates of deposit, short term		2,768			2,754
Accounts receivable, net		4,475			6,288
Federal income tax receivable		1,051			292
Prepaid and other expenses		368			531
Total current assets		20,109			18,760

Certificates of deposit, long term		12,960			12,779
Capitalized software development costs, net		3,803			3,743
Goodwill		12,712			12,712
Deferred tax asset, net		1,022			1,050
Property and equipment, net		505			456
Other assets		91			245
Total assets	$	51,202		$	49,745

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,378		$	930
Accrued expenses		2,007			1,603
Deferred revenue		12,012			13,655
Total current liabilities		15,397			16,188

Deferred revenue, non-current portion		3,907			3,790
Other long term liabilities		174			152

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, 22,196,712 and 21,920,912 shares issued at September 30, 2017, and December 31, 2016, respectively		22			22
Additional paid-in capital		23,280			21,756
Treasury stock, 403,581 shares, at cost, at September 30, 2017 and December 31, 2016		(1,452	)		(1,452	)
Retained earnings		9,874			9,289
Total stockholders’ equity		31,724			29,615
Total liabilities and stockholders’ equity	$	51,202		$	49,745

~~GlobalSCAPE, Inc.~~

~~Condensed Consolidated Balance Sheets~~

~~(in thousands except share amounts)~~

March 31, December 31,
2017 2016
(Unaudited) (Audited)
Assets
Current assets:
Cash and cash equivalents $ 10,400 $ 8,895
Short term certificates of deposit 2,759 2,754
Accounts receivable, net 5,499 6,964
Federal income tax receivable - 169
Prepaid and other expenses 492 521
Total current assets 19,150 19,303

Long term certificates of deposit 12,837 12,779
Capitalized software development costs, net 3,731 3,743
Goodwill 12,712 12,712
Deferred tax asset, net 1,190 942
Property and equipment, net 577 456
Other assets 64 245
Total assets $ 50,261 $ 50,180

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 657 $ 876
Accrued expenses 1,928 1,836
Income tax payable 474 -
Deferred revenue 12,704 13,655
Total current liabilities 15,763 16,367

Deferred revenue, non-current portion 3,618 3,790
Other long term liabilities 163 147

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, 21,970,412 and 21,920,912 shares issued
at March 31, 2017, and December 31, 2016, respectively
22 22
Additional paid-in capital 22,064 21,650
Treasury stock, 403,581 shares, at cost, at
March 31, 2017 and December 31, 2016
(1,452 ) (1,452 )
Retained earnings 10,083 9,656
Total stockholders’ equity 30,717 29,876
Total liabilities and stockholders’ equity $ 50,261 $ 50,180

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

Index

GlobalSCAPE, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)

(Unaudited)

~~Condensed Consolidated Statements of Operations and Comprehensive Income~~

	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016

Operating Revenues:
Software licenses	$	2,488	$	3,322	$	7,768	$	8,381
Maintenance and support		5,360		4,637		15,702		13,635
Professional services		368		702		1,652		2,107
Total Revenues		8,216		8,661		25,122		24,123
Cost of revenues
Software licenses		725		862		2,234		2,284
Maintenance and support		446		362		1,283		1,142
Professional services		402		393		1,120		1,269
Total cost of revenues		1,573		1,617		4,637		4,695
Gross profit		6,643		7,044		20,485		19,428
Operating expenses
Sales and marketing		3,079		2,880		9,564		8,765
General and administrative		2,575		1,634		6,178		5,046
Research and development		594		519		2,530		1,750
Total operating expenses		6,248		5,033		18,272		15,561
Income from operations		395		2,011		2,213		3,867
Interest income (expense), net		75		28		221		88
Income before income taxes		470		2,039		2,434		3,955
Income tax expense		194		705		870		1,397
Net income	$	276	$	1,334	$	1,564	$	2,558
Comprehensive Income	$	276	$	1,334	$	1,564	$	2,558

Net income per common share -
Basic	$	0.01	$	0.06	$	0.07	$	0.12
Diluted	$	0.01	$	0.06	$	0.07	$	0.12

Weighted average shares outstanding:
Basic		21,792		21,122		21,672		21,061
Diluted		22,247		21,674		22,145		21,640

Cash dividends declared per share	$	0.015	$	0.015	$	0.045	$	0.045

~~(In thousands, except per share amounts)~~

~~(Unaudited)~~

Three months ended March 31,
2017 2016

Operating Revenues:
Software licenses $ 2,464 $ 2,299
Maintenance and support 5,121 4,446
Professional services 733 642
Total Revenues 8,318 7,387
Cost of revenues
Software licenses 736 630
Maintenance and support 412 394
Professional services 377 422
Total cost of revenues 1,525 1,446
Gross profit 6,793 5,941
Operating expenses
Sales and marketing 3,330 3,048
General and administrative 1,721 1,733
Research and development 739 627
Total operating expenses 5,790 5,408
Income from operations 1,003 533
Other income 70 33
Income before income taxes 1,073 566
Income tax expense 322 174
Net income $ 751 $ 392
Comprehensive income $ 751 $ 392

Net income per common share -
Basic $ 0.03 $ 0.02
Diluted $ 0.03 $ 0.02

Weighted average shares outstanding:
Basic 21,544 21,033
Diluted 22,023 21,652

Cash dividends declared per share $ 0.015 $ 0.015

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

Index

GlobalSCAPE, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	For the Nine Months Ended September 30,
	2017			2016
Operating Activities:
Net income	$	1,564		$	2,558
Items not involving cash at the time they are recorded in the statement of operations:
Provision for sales returns and doubtful accounts receivable		15			58
Depreciation and amortization		1,604			1,522
Share-based compensation		1,053			753
Deferred taxes		28			(36	)
Excess tax benefit from share-based compensation		-			5
Subtotal before changes in operating assets and liabilities		4,264			4,860
Changes in operating assets and liabilities:
Accounts receivable		1,798			(2,249	)
Prepaid expenses		163			86
Deferred revenue		(1,526	)		770
Accounts payable		448			(237	)
Accrued expenses		404			(197	)
Other assets		154			30
Accrued interest receivable		(195	)		(49	)
Other long-term liabilities		22			10
Income tax receivable and payable		(759	)		600
Net cash provided by operating activities		4,773			3,624
Investing Activities:
Software development costs capitalized		(1,464	)		(1,298	)
Purchase of property and equipment		(249	)		(168	)
Net cash (used in) investing activities		(1,713	)		(1,466	)
Financing Activities:
Proceeds from exercise of stock options		471			333
Excess tax benefit from share-based compensation		-			(5	)
Dividends paid		(979	)		(950	)
Net cash (used in) financing activities		(508	)		(622	)

Net increase in cash		2,552			1,536
Cash at beginning of period		8,895			15,885
Cash at end of period	$	11,447		$	17,421

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	1,616		$	776

~~GlobalSCAPE, Inc.~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(in thousands)~~

~~(Unaudited)~~

For the Three Months Ended March 31,
2017 2016
Operating Activities:
Net income $ 751 $ 392
Items not involving cash at the time they are recorded in the statement of operations:
Provision for sales returns and doubtful accounts receivable 11 43
Depreciation and amortization 541 501
Share-based compensation 324 222
Deferred taxes (248 ) (19 )
Excess tax benefit from share-based compensation - (3 )
Subtotal before changes in operating assets and liabilities 1,379 1,136
Changes in operating assets and liabilities:
Accounts receivable 1,454 916
Prepaid expenses 29 34
Deferred revenue (1,123 ) (416 )
Accounts payable (219 ) (350 )
Accrued expenses 92 (272 )
Other assets 181 22
Accrued interest receivable (63 ) (16 )
Other long-term liabilities 16 3
Income tax receivable and payable 643 150
Net cash provided by operating activities 2,389 1,207
Investing Activities:
Software development costs capitalized (462 ) (488 )
Purchase of property and equipment (188 ) (90 )
Net cash (used in) investing activities (650 ) (578 )
Financing Activities:
Proceeds from exercise of stock options 90 122
Excess tax benefit from share-based compensation - 3
Dividends paid (324 ) (315 )
Net cash (used in) financing activities (234 ) (190 )

Net increase in cash 1,505 439
Cash at beginning of period 8,895 15,885
Cash at end of period $ 10,400 $ 16,324

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ - $ -
Income taxes $ 15 $ 22

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

Index

GlobalSCAPE, Inc.

Notes to Condensed Consolidated Financial Statements

As of ~~March 31,~~September 30, 2017 and For the Three and Nine

Months Then Ended

(Unaudited)

1. Nature of Business

~~We provide~~GlobalSCAPE, Inc., and its wholly-owned subsidiary (together referred to as the “Company”, “GlobalSCAPE”, or “we”) 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 ~~Enhance~~Enhanced File Transfer, or EFT. We have other products that complement our EFT product.

In June 2017, we introduced a data integration product that we planned to sell under the brand name Kenetix. We licensed the technology for this product from a third party. This product is a cloud-based, integration-as-a-service, or iPaaS, solution used to connect applications, microservices, application program interfaces (or API’s), data and processes within and between organizations. We have experienced issues with the third-party technology and have determined to suspend marketing of the product as we evaluate options and determine whether the licensor can effectively address the issues.

We also sell other products that are synergistic to EFT including Mail Express, WAFS, and CuteFTP. Collectively, these products constitute less than 10% of our total revenue.

Throughout these notes unless otherwise noted, our references to the 2017 quarter and the 2016 quarter refer to the three months ended ~~March 31,~~September 30, 2017 and 2016, respectively. Our references to the 2017 nine months and the 2016 nine months refer to the nine months ended September 30, 2017 and 2016, 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 SEC. Accordingly, they do not include all information and footnotes required under United States generally accepted accounting principles, ~~in the United States,~~ 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 Form 10-Q should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form ~~10-K~~10-K/A for the fiscal year ended December 31, 2016, filed with the SEC on June 14, 2018, which we refer to as the 2016 Form ~~10-K,~~10-K/A, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations also included in our 2016 Form ~~10-K~~10-K/A and in this report.

We follow accounting standards set by the Financial Accounting Standards ~~Board.~~Board, or FASB. This board sets GAAP, ~~that~~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 ~~United States Securities and Exchange Commission, or~~ 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.

Index

3. Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements ~~of GlobalSCAPE, Inc. and its wholly-owned subsidiary (collectively referred to as the “Company” or “we”)~~ are prepared in conformity with GAAP. All intercompany accounts and transactions have been eliminated.

~~Index~~

Changes in Accounting Methods, Reclassifications and Revisions

As part of our ongoing enhancement and refinement of our financial reporting to fairly present our results of operations and financial position, we may make changes from time-to-time in accounting methods and in the classification and presentation of our business activities in our financial statements. To ensure comparability between periods, we revise previous period financial statements presented to conform them to the method of presentation in our current period financial statements. If the changes increase or decrease previously reported amounts of revenue or expenses, we adjust retained earnings as of the beginning of the earliest period presented for the cumulative effect, if any, on that balance. If these changes affect our financial statements for previously reported interim periods not presented herein, we present revised financial statements for those periods when they are reported in the future.

Method of Amortization of Deferred Revenue Related to M&S Contracts

In previously issued financial statements for our fiscal years prior to 2016 and for the first three quarters of 2016, we amortized deferred revenue related to maintenance and support, or M&S, contracts by recording a full month of amortization in the first month of a contract. We used that method based on our intent to match revenue from our M&S contracts to the expense we incur when delivering M&S services. We acknowledge that the more common and widespread practice is to amortize deferred revenue based upon the specific number of days the M&S contract is in place during that month. Both methods result in the recognition of the same amount of revenue over the term of the M&S contract but yield differing amounts of revenue being recognized in the first month and last month of an M&S contract.

Commencing with the issuance of our financial statements as of December 31, 2016, and for the year then ended, we changed our method of amortizing deferred revenue related to M&S contracts such that our condensed consolidated statements of operations and balance sheets included herein are now prepared using the specific number of days method. This change decreased M&S revenue and net income for the three months and nine months ended ~~March 31,~~September 30, 2016, as reported herein by immaterial amounts relative to amounts previously reported for that period. This change increased deferred revenue as of ~~March 31,~~September 30, 2016, by an immaterial amount relative to the amount previously reported as of that date. This change has no effect on the total amount of revenue we will realize from our M&S contracts.

Method of Recording M&S Billings

We may invoice a customer for M&S to be provided commencing on a date in a month subsequent to the month in which we invoice the customer. We typically receive a purchase order from our customers for M&S prior to invoicing them, and it is not uncommon for a customer to pay us in advance of that M&S commencement date either on their own or when we request such payment. Accordingly, in our ~~previously~~consolidated balance sheets issued ~~financial statements as~~prior to 2016 and for the first three quarters of ~~March 31,~~ 2016, we recorded an account receivable and deferred revenue for these invoices as of the date of the invoice. Commencing with the preparation and issuance of our consolidated financial statements as of December 31, 2016, we determined that a reasonable, alternate and more conservative method would be to wait until the commencement date of the M&S contract had arrived to record the account receivable and deferred revenue for any such invoices for which we have not been paid as of the balance sheet date. ~~Accordingly, our condensed consolidated balance sheet as of March 31, 2016, included herein is now prepared and presented using that method.~~ This change had the effect of decreasing our reported amounts of accounts receivable and deferred revenue relative to the method we previously used but does not affect any of our reported amounts of revenue or net income.

Reclassification of Sales Engineer Expenses

We employ sales engineers who assist our sales staff in addressing technical considerations by our customers prior to their purchasing our product. Our use of sales engineers has expanded in recent quarters. Prior to 2016 and for the first three quarters of 2016, we classified the expense of sales engineers as part of costs of revenue – professional services. Commencing with the preparation and issuance of our financial statements as of December 31, 2016, we began classifying these expenses as part of sales and marketing expense to more appropriately present the current nature of the activities of our sales engineers. This change has the effect of decreasing cost of revenue – professional services and increasing sales and marketing expense. It does not affect any of our reported amounts of revenue or net income.

Index

Reclassification of Reserve for Uncertain Tax Position

As described in Note 9, we maintain a reserve for uncertain tax positions. ~~Previously,~~Prior to 2016 and for the first three quarters of 2016, we classified that reserve as a current liability since it was not material to our financial statements taken as a whole. Commencing with the preparation of our financial statements as of December 31, 2016, we determined it appropriate to classify it as a component of other long term liabilities. This change has the effect of decreasing current income taxes payable and increasing other long term liabilities.

~~Index~~

Reclassification of Professional Services Revenue

In preparing our condensed consolidated statement of operations and comprehensive income for the 2017 quarter and 2017 nine months, we ~~changed the classification of~~classified as professional services certain revenue ~~from~~that had been previously reported as M&S ~~to professional services~~revenue for 2016. We made that change to better reflect the nature of that revenue. We have made the same reclassification in our condensed consolidated statement of operations and comprehensive income for the 2016 quarter and 2016 nine months presented herein.

~~With respect~~Adjustments Related to the Audit Committee Investigation and Audit of 2016 Financial Statements

The Company has concluded that its previously issued consolidated financial statements for the year ended December 31, 2016 should be restated due to misstatements related to certain revenue transactions incorrectly recognized during the year ended December 31, 2016 as well as other transactions identified during the Audit Committee’s investigation and management’s analysis and for the changes in the Company’s accounting methods, reclassifications and revisions described above ~~items, we have revised our~~in this Note 3.

The impact of all of the misstatements described above on the condensed consolidated financial statements as of ~~March 31, 2016~~ and for the three and nine months ~~then ended. The following tables illustrate the effects of the above items on those previously issued financial statements:~~ended September 30, 2016 are as follows:

Condensed Consolidated Statement of Operations and Comprehensive Income
(in thousands, except per share amounts)

For the Three Months Ended March 31, 2016
Revision Related To
As Previously Reported Change in Method of Deferred Revenue Amortization Reclassification of Sales Engineer Expenses Reclassification of Professional Service Revenue As Revised

Operating revenues:
Software licenses $ 2,299 $ 2,299
Maintenance and support 4,497 (23 ) (28 ) 4,446
Professional services 614 28 642
Total revenues 7,410 (23 ) - 7,387
Costs of revenues
Software licenses 630 630
Maintenance and support 394 394
Professional services 569 (147 ) 422
Total costs of revenues 1,593 - (147 ) 1,446
Gross Profit 5,817 (23 ) 147 5,941
Operating expenses
Sales and marketing 2,901 147 3,048
General and administrative 1,733 1,733
Research and development 627 627
Total operating expenses 5,261 - 147 5,408
Income from operations 556 (23 ) - 533
Other income (expense), net 33 33
Income before income taxes 589 (23 ) - 566
Income tax expense 182 (8 ) - 174
Net income $ 407 $ (15 ) $ - $ 392
Comprehensive income $ 407 $ (15 ) $ 392
Comprehensive income $ 407 $ (15 ) $ - $ 392

Net income per common share - basic $ 0.02 $ - $ - $ 0.02

Net income per common share - diluted $ 0.02 $ - $ - $ 0.02

Index

Condensed Consolidated Balance Sheet

(in thousands)

As of September 30, 2016

(unaudited)

	As Previously Reported			Adjustments			As Revised
Assets
Current assets:
Cash and cash equivalents	$	17,421					$	17,421
Short term investments		3,303						3,303
Accounts receivable, net		8,870			(741	)		8,129
Federal income tax receivable		104			(104	)		-
Prepaid and other expenses		425						425

Total current assets		30,123			(845	)		29,278

Long term investments
Property and equipment, net		463						463
Capitalized software development costs, net		3,961						3,961
Goodwill		12,712						12,712
Deferred tax asset, net		976						976
Other assets		30						30

Total assets	$	48,265		$	(845	)	$	47,420

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		622			(20	)		602
Accrued expenses		1,841			(145	)		1,696
Deferred revenue		13,005			219			13,224
Income taxes payable		517			(457	)		60

Total current liabilities		15,985			(403	)		15,582

Deferred revenue, non-current portion		3,688			126			3,814
Other long term liabilities		34			110			144
								-
Stockholders’ Equity:								-
Preferred stock		-						-
Common stock		21						21
Additional paid-in capital		20,632			96			20,728
Treasury stock		(1,452	)					(1,452	)
Retained earnings		9,357			(774	)		8,583
Total stockholders’ equity		28,558			(678	)		27,880

Total liabilities and stockholders’ equity	$	48,265		$	(845	)	$	47,420

Index

Condensed Consolidated Statement of Operations and Comprehensive Income

(in thousands, except per share amounts)

For the Three Months Ended September 30, 2016

(unaudited)

	As Previously Reported		Adjustments			As Revised

Operating revenues:
Software licenses	$	3,373		(51	)	$	3,322
Maintenance and support		4,713		(76	)		4,637
Professional services		667		35			702
Total revenues		8,753		(92	)		8,661
Costs of revenues
Software licenses		873		(11	)		862
Maintenance and support		363		(1	)		362
Professional services		534		(141	)		393
Total costs of revenues		1,770		(153	)		1,617
Gross Profit		6,983		61			7,044
Operating expenses
Sales and marketing		2,759		121			2,880
General and administrative		1,638		(4	)		1,634
Research and development		528		(9	)		519
Total operating expenses		4,925		108			5,033
Income from operations		2,058		(47	)		2,011
Interest income (expense), net		28					28
Income before income taxes		2,086		(47	)		2,039
Income tax expense		687		18			705
Net income	$	1,399	$	(65	)	$	1,334
Comprehensive income	$	1,399	$	(65	)	$	1,334

Net income per common share - basic	$	0.07	$	(0.00	)	$	0.06

Net income per common share - diluted	$	0.06	$	(0.00	)	$	0.06

Index

Condensed Consolidated Balance Sheets
(in thousands)

As of March 31, 2016
Revision Related To
As Previously Reported Change in Method of Deferred Revenue Amortization Change in Method of Recording M&S Billings Change in Classification of Reserve for Uncertain Tax Position
As Revised

Assets
Current assets:
Cash and cash equivalents $ 16,324 $ 16,324
Short term investments 3,270 3,270
Accounts receivable, net 5,340 $ (423 ) 4,917
Federal income tax receivable 35 $ 362 397
Prepaid and other expenses 477 477

Total current assets 25,446 362 (423 ) - 25,385

Long term investments
Property and equipment, net 517 517
Capitalized software development costs, net 4,040 4,040
Goodwill 12,712 12,712
Deferred tax asset, net 959 959
Other assets 38 38

Total assets $ 43,712 $ 362 $ (423 ) $ - $ 43,651

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable 489 489
Accrued expenses 1,621 1,621
Deferred revenue 11,672 (29 ) 347 11,990
Income taxes payable 34 62 (96 ) -

Total current liabilities 13,816 33 347 (96 ) 14,100

Deferred revenue, non-current portion 3,718 68 76 3,862
Other long term liabilities 41 96 137

Stockholders' Equity:
Preferred stock - -
Common stock 21 21
Additional paid-in capital 19,930 19,930
Treasury stock (1,452 ) (1,452 )
Retained earnings 7,638 (585 ) 7,053
Total stockholders’ equity 26,137 (585 ) 25,552

Total liabilities and stockholders’ equity $ 43,712 $ (484 ) $ 423 $ - $ 43,651

Condensed Consolidated Statement of Operations and Comprehensive Income

(in thousands, except per share amounts)

For the Nine Months Ended September 30, 2016

(unaudited)

	As Previously Reported		Adjustments			As Revised

Operating revenues:
Software licenses	$	8,565		(184	)	$	8,381
Maintenance and support		13,843		(208	)		13,635
Professional services		2,013		94			2,107
Total revenues		24,421		(298	)		24,123
Costs of revenues
Software licenses		2,303		(19	)		2,284
Maintenance and support		1,145		(3	)		1,142
Professional services		1,689		(420	)		1,269
Total costs of revenues		5,137		(442	)		4,695
Gross Profit		19,284		144			19,428
Operating expenses
Sales and marketing		8,453		312			8,765
General and administrative		5,083		(37	)		5,046
Research and development		1,727		23			1,750
Total operating expenses		15,263		298			15,561
Income from operations		4,021		(154	)		3,867
Interest income (expense), net		88					88
Income before income taxes		4,109		(154	)		3,955
Income tax expense		1,348		49			1,397
Net income	$	2,761	$	(203	)	$	2,558
Comprehensive income	$	2,761	$	(203	)	$	2,558

Net income per common share - basic	$	0.13	$	(0.01	)	$	0.12

Net income per common share - diluted	$	0.13	$	(0.01	)	$	0.12

Index

Condensed Consolidated Statements of Cash Flows
(in thousands)

For the Three Months Ended March 31, 2016
As Previously Reported Change in Method of Deferred Revenue Amortization Change in Method of Recording M&S Billings Change in Classification of Reserve for Uncertain Tax Position As Adjusted

Operating Activities:
Net income $ 407 (15 ) $ 392
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense 43 43
Depreciation and amortization 501 501
Stock-based compensation 222 222
Deferred taxes (19 ) (19 )
Excess tax deficiency from exercise of share based compensation (3 ) (3 )
Subtotal before changes in operating assets and liabilities 1,151 (15 ) - - 1,136
Changes in operating assets and liabilities:
Accounts receivable 698 218 916
Prepaid expenses 34 34
Federal income taxes 165 (9 ) (6 ) 150
Accrued interest receivable (16 ) (16 )
Other assets 22 22
Accounts payable (350 ) (350 )
Accrued expenses (272 ) (272 )
Deferred revenues (222 ) (412 ) 218 (416 )
Other long-term liabilities (3 ) 6 3
Net cash provided by (used in) operating activities 1,207 (436 ) 436 - 1,207
Investing Activities:
Software development costs (488 ) (488 )
Purchase of property and equipment (90 ) (90 )
Net cash provided by (used in) investing activities (578 ) - - - (578 )
Financing Activities:
Proceeds from exercise of stock options 122 122
Tax deficiency (benefit) from stock-based compensation 3 3
Dividends paid (315 ) (315 )
Net cash provided by (used in) financing activities (190 ) - - - (190 )
Net increase (decrease) in cash 439 439
Cash at beginning of period 15,885 - - - 15,885
Cash at end of period $ 16,324 $ - $ - $ - $ 16,324

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ - $ - $ - $ - $ -
Income taxes $ 22 $ - $ - $ - $ 22

Condensed Consolidated Statements of Cash Flows

(in thousands)

For the Nine Months Ended September 30, 2016

(unaudited)

	As Previously Reported			Adjustments			As Revised

Operating Activities:
Net income	$	2,761			(203	)	$	2,558
Adjustments to reconcile net income to net cash provided by operating activities:
Bad debt expense		67			(9	)		58
Depreciation and amortization		1,522						1,522
Share-based compensation		721			32			753
Deferred taxes		(36	)					(36	)
Excess tax deficiency from exercise of share based compensation		5						5
Subtotal before changes in operating assets and liabilities		5,040			(180	)		4,860
Changes in operating assets and liabilities:
Accounts receivable		(2,856	)		607			(2,249	)
Prepaid expenses		86						86
Deferred revenues		1,081			(311	)		770
Accounts payable		(217	)		(20	)		(237	)
Accrued expenses		(52	)		(145	)		(197	)
Other assets		30						30
Accrued interest receivable		(49	)					(49	)
Other long-term liabilities		(10	)		20			10
Income tax receivable and payable		571			29			600
Net cash provided by (used in) operating activities		3,624			-			3,624
Investing Activities:
Software development costs		(1,298	)					(1,298	)
Purchase of property and equipment		(168	)					(168	)
Net cash provided by (used in) investing activities		(1,466	)		-			(1,466	)
Financing Activities:
Proceeds from exercise of stock options		333						333
Tax deficiency (benefit) from stock-based compensation		(5	)					(5	)
Dividends paid		(950	)					(950	)
Net cash provided by (used in) financing activities		(622	)		-			(622	)
Net increase (decrease) in cash		1,536						1,536
Cash at beginning of period		15,885			-			15,885
Cash at end of period	$	17,421		$	-		$	17,421

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	-					$	-
Income taxes	$	776					$	776

Index

Revenue Recognition

We develop, market and sell software products. We recognize revenue from a sale transaction when the following conditions are met:

· Persuasive evidence of an arrangement exists.

· Delivery has occurred or services have been rendered.

· The amount of the sale is fixed or determinable.

· Collection of the sale amount is reasonably assured.

For a sale transaction not meeting any one of these four criteria, we defer recognition of revenue related to that transaction until all the criteria are met.

We earn the majority of our software license revenue from software products sold under perpetual software license agreements. At the time our customers purchase these products, they typically also purchase an M&S contract. These transactions are multiple element software sales for which we assess the presence of vendor specific objective evidence (“VSOE”) of the fair value of the undelivered elements to determine the portion of these sales to recognize as revenue upon delivery of the software product and the portion of these sales to record as deferred revenue at the time the product is delivered. We amortize the deferred revenue component to revenue in future periods on a straight-line method as we deliver the related future services to the customer. For transactions, if any, for which we cannot establish VSOE of the fair value of the undelivered elements, we initially record the entire transaction as deferred revenue and amortize that amount to revenue in future periods as we deliver the related future services to the customer.

We provide services under M&S contracts 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 due~~at the commencement date of the contract or ~~paid that relate to future periods during which~~when we ~~will provide~~receive payment, whichever occurs first. We amortize the ~~M&S service.~~related deferred revenue over the term of the contract, based upon the specific number of days method. Deferred revenue related to services we will deliver within one year is presented as a current liability while deferred revenue related to services that we will deliver more than one year into the future is presented as a non-current liability. We reduce deferred revenue and recognize revenue ratably in future periods on a straight-line method as we deliver the M&S service.

For our products licensed and delivered ~~under a software-as-a-service, or SaaS, transaction~~ on a monthly or other periodic subscription or software-as-a-service, or SaaS basis, we recognize subscription revenue, including initial setup fees, on a monthly basis ratably over the contractual term of the customer contract as we deliver our products and services. Amounts paid prior to this revenue recognition are presented as deferred revenue until earned.

We provide professional services to our customers consisting primarily of software installation support, operations support and training. We recognize revenue from these services as they are completed and accepted by our customers.

We collect sales tax on many of our sales. We do not include sales tax collected in our revenue. We record it as a liability payable to taxing authorities.

Cash and cash equivalents

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

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.

Index

Goodwill

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

~~Index~~

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.

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.

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, 2016, 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 and have in place a program plan and a detail 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.

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 ~~$455,080~~approximately $480,277 and ~~$407,441~~$480,315 in the 2017 quarter and the 2016 quarter, respectively, and $1,508,114 and $1,447,774 in the 2017 nine months and 2016 nine months, respectively.

Index

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.

~~Index~~

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 use primarily 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.

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.

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 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

The Financial Accounting Standards Board, or FASB, has issued the Accounting Standard Updates (ASU) described below that we believe may be relevant to our business and to the preparation of our financial statements.

Index

~~Recent~~ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting (issued September 2017) – This update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. It states that in these situations, modification accounting ~~pronouncements~~should be applied unless the fair value of the modified award is the same as the fair value of the original award immediately before the original award was modified, the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award was modified, and the classification of the modified award as equity or a liability is the same as the classification of the original award immediately before the original award was modified. We do not expect this pronouncement to have a material effect on how we account for the changes to the terms or conditions of a share-based payment award.

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 ~~a U.S. Securities and Exchange Commission (SEC)~~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 consolidated financial statements.

ASU 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments (issued June 2016) - This pronouncement provides guidance as to the treatment of transactions in a statement of cash flows with respect to eight specific cash flow issues. During 2017 and 2016, we had no transactions of the type cited in the statement and do not anticipate having any such transactions in the foreseeable future. Accordingly, we do not expect this pronouncement to have a material effect on how we present items in our consolidated statement of cash flows.

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 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.

ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (issued March 2016) – This standard discontinued the recording in equity of tax benefits or tax deficiencies that arise from differences between share-based payment compensation expense recorded for financial statement purposes and that expense deductible for tax purposes. This new standard requires that the tax effect of all such differences be recorded and reported in the statement of operations. This standard also requires that tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows which is a change from the current requirement to present such tax-related items as an inflow from financing activities and an outflow from operating activities. As prescribed by this standard, we adopted it beginning January 1, 2017, and followed it in the preparation of our condensed consolidated financial statements as of ~~March 31,~~September 30, 2017, and for the three months and nine months then ended.

This standard also permits an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures may be either estimated (as has been the requirement in the past) or recognized when they occur. We elected to continue estimating forfeitures consistent with our existing practices thereby resulting in no change to our application of GAAP for this aspect of computing share-based compensation.

Index

ASU 2016-02, Leases (issued February 2016) - The main difference between existing GAAP and this ASU 2016-02 is the presentation by lessees on their financial statements of lease assets and lease liabilities arising from operating leases. Since this new standard retains the distinction between finance and operating leases, the effect of leases in the statement of operations and the statement of cash flows will be largely unchanged from existing GAAP. Our only lease of significance is our operating lease for our corporate office space for which we will present a right-to-use asset and a lease liability on our consolidated balance sheet when we implement this standard. We are in the process of determining those amounts. In accordance with this standard, we will implement it beginning with our interim and annual consolidated financial statements for 2019. The extent of the effect of this standard on our consolidated financial statements for 2019 and later will depend upon the leases, if any, that we have in effect at that date.

~~Index~~

ASU 2015-17, Income Tax: Balance Sheet Classification of Deferred Taxes (issued November 2015) - This pronouncement requires that all deferred tax assets and liabilities for a tax jurisdiction, along with any related valuation allowance, be classified as noncurrent on the balance sheet. We have implemented this ASU in the accompanying condensed consolidated financial statements in the manner described in ~~the~~ Note 9 below.

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 ~~are subject to this guidance~~will implement these new principles effective with consolidated financial statements we issue for the year ending December 31, 2018, and the quarterly periods during that year. ~~Our qualitative assessments~~

We have assessed the effect of ASU 2014-09 on the amount and timing of revenue we expect to ~~date indicate~~recognize from our business activities in 2018 and later. We do not expect there to be material differences in the amount and timing of revenue we recognize from similar business activities in future periods determined by applying ASU 2014-09 as compared to revenue we would have otherwise recognized by applying GAAP as it existed prior to 2018.

We have determined that the application of ~~this~~ ASU 2014-09 will ~~not~~ have a material effect on the ~~amounts or~~ timing of ~~revenue~~our recording of expenses resulting from the incremental costs we ~~report in those future~~incur to obtain a contract with a customer to deliver goods and services. These incremental costs consist primarily of sales commissions paid to our sales people and royalties on certain of our products paid to third parties. For periods ~~relative to current guidance. We are in the process of completing our quantitative analysis to support those qualitative assessments. We are also evaluating the method~~ended September 30, 2017, and earlier, we ~~will apply for adopting this principle.~~

~~We believe the application of ASU 2014-09 will result in a change in the manner in which we record sales commission expense related to M&S contracts. Currently, we record~~recorded the full amount of the sales commission and royalties paid on the full value of an M&S or SaaS contract as an expense on the inception date of the M&S contract. ~~We believe that under~~Under ASU 2014-09, we will ~~record that commission expense ratably over the term of the M&S contract. We are~~account for such costs we incur in ~~the process of quantifying the effect this change will have on our financial statements.~~

~~Use of Estimates~~

~~The preparation of condensed consolidated financial statements in accordance with GAAP requires the use of estimates~~2018 and ~~assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist~~later 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 the Company’s financial statements. It is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s financial position and results of operation.follows:

~~Certificates~~If these costs are associated with products and services for which we recognize revenue at a point in time (primarily sales of ~~Deposit~~perpetual software licenses and professional services), we will 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 will 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.

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.

Our application of ASU 2014-09 to incremental costs we incur to obtain a contract with a customer will result in us recording, as an asset as of January 1, 2018, a deferred expense of $1.2 million applicable to contracts with customers in effect as of that date. We previously reported this amount as an expense in our consolidated financial statements for periods ending on and before December 31, 2017. We estimate that we will amortize this amount to expense at the rate of approximately $186,000 per quarter beginning in 2018. The incremental costs we incur to obtain contracts with customers during 2018 and later years, and the amount of such costs we record as a deferred expense and amortize to expense in subsequent periods, will depend upon the nature and scope of our future business activities, the nature and mix of the products and services we sell, the compensation plans we have in place for our sales people, and the royalty arrangements we enter into with third parties.

Index

4. Certificates of Deposit

Our certificates of deposit are held at a bank and mature at various dates through December 2021. Certificates of deposit with contractual maturity dates less than one year from the balance sheet date are presented as current assets. Certificates of deposit with contractual maturity dates beyond one year from the balance sheet date are presented as non-current assets.

We have the ability to hold these certificates of deposit until their maturity dates and as of the date of this report intend to do so. We measure these investments on a recurring basis using Level 1 of the fair value hierarchy prescribed by GAAP which results in them being presented at original cost plus accrued interest earned. There is no amortization of original cost associated with our certificates of deposit.

~~Accounts Receivable~~

5. Accounts Receivable, Net

We bill our customers and issue them an invoice when we have delivered our goods or services to them. In addition, when our 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 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 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, 2017 December 31, 2016
Total invoices issued and unpaid $ 6,259 $ 7,680
Less: Unpaid invoices relating to M&S contracts with a start date subsequent to the balance sheet date (410 ) (381 )
Gross accounts receivable 5,849 7,299
Allowance for sales returns and doubtful accounts (350 ) (335 )
Accounts receivable, net $ 5,499 $ 6,964

~~Index~~

	September 30, 2017			December 31, 2016
Total invoices issued and unpaid	$	5,111		$	6,932
Less: Unpaid invoices relating to M&S contracts with a start date subsequent to the balance sheet date		(358	)		(381	)
Gross accounts receivable		4,753			6,551
Allowance for sales returns and doubtful accounts		(278	)		(263	)
Accounts receivable, net	$	4,475		$	6,288

6. Capitalized Software Development Costs, Net

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

	September 30,			December 31,
	2017			2016
Gross capitalized cost	$	8,716		$	7,252
Accumulated amortization		(4,913	)		(3,509	)
Capitalized software development costs, net	$	3,803		$	3,743

March 31, December 31,
2017 2016
Gross capitalized cost $ 7,714 $ 7,252
Accumulated amortization (3,983 ) (3,509 )
Net balance $ 3,731 $ 3,743

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Amount capitalized	$	527	$	452	$	1,464	$	1,298
Amortization expense		484		450		1,404		1,319

Three Months Ended March 31,
2017 2016
Amount capitalized $ 462 $ 488
Amortization expense (474 ) (430 )
18

Index

Released Unreleased
Products Products
Gross capitalized amount at March 31, 2017 $ 6,171 $ 1,543

	Released			Unreleased
	Products			Products
Gross capitalized amount at September 30, 2017	$	7,866		$	850
Accumulated amortization		(4,913	)		-
Net	$	2,953		$	850

Future amortization expense:
Three months ending December 31, 2017		465
Year ending December 31,
2018		1,421
2019		781
2020		286
Total	$	2,953

Future amortization expense:
Nine months ending December 31, 2017 1,116
Year ending December 31,
2018 856
2019 216
2020 -
Total $ 2,188

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.

7. Deferred Revenue

As described in Note 5 regarding accounts receivable, when our 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, 2017			December 31, 2016			September 30, 2017			December 31, 2016
Total invoiced for M&S contracts for which revenue will be recognized in future periods	$	16,732		$	17,826		$	16,277		$	17,826
Less: Unpaid invoices relating to M&S contracts with a start date subsequent to the balance sheet date		(410	)		(381	)		(358	)		(381	)
Total deferred revenue	$	16,322		$	17,445		$	15,919		$	17,445

Deferred revenue, current portion	$	12,704		$	13,655		$	12,012		$	13,655
Deferred revenue, non-current portion		3,618			3,790			3,907			3,790
Total deferred revenue	$	16,322		$	17,445		$	15,919		$	17,445

~~Index~~

8. Stock Options, Restricted Stock and Share-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 the Board of Directors. Our share-based compensation expense was as follows ($ in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Share-based compensation expense	$	381	$	231	$	1,053	$	753

Three Months Ended March 31,
2017 2016
Share-based compensation expense $ 324 $ 222

Index

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 2017 quarter and nine months, we granted stock options only under 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 the 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,~~September 30, 2017, stock-based incentives for up to ~~4,329,500~~4,187,000 shares remained available for issuance in the future under this plan.

We have not previously issued any restricted stock under any of these 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, 2016		2,407,005		$	3.00		7.19	$	2,574		2,407,005		$	3.00		7.19	$	2,574
Granted		660,000		$	3.76						935,000		$	3.98
Forfeited		(86,080	)	$	3.87						(394,990	)	$	3.73
Exercised		(49,500	)	$	1.82						(195,800	)	$	2.41
Outstanding at March 31, 2017		2,931,425		$	3.17		7.56	$	2,238
Outstanding at September 30, 2017											2,751,215		$	3.27		6.60	$	1,756

Exercisable at March 31, 2017		1,245,214		$	2.59		5.17	$	1,681
Exercisable at September 30, 2017											1,197,204		$	2.65		3.64	$	1,445

~~Index~~

Additional information about our stock options is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Weighted average fair value of options granted	$	1.94	$	1.59	$	1.67	$	1.65
Intrinsic value of options exercised	$	9,284	$	78,607	$	351,893	$	261,061
Cash received from stock options exercised	$	13,440	$	70,320	$	471,789	$	333,329

Number of options that vested		28,570		42,390		430,724		308,736
Fair value of options that vested	$	44,843	$	48,374	$	698,442	$	469,423

Unrecognized compensation expense related to non-vested options at end of period	$	1,994,289	$	1,671,434	$	1,994,289	$	1,671,434
Weighted average years over which non-vested option expense will be recognized		2.11		2.27		2.11		2.27

Three Months Ended March 31,
2017 2016
Weighted average fair value of options granted $ 1.47 $ 1.65
Intrinsic value of options exercised $ 100,386 $ 71,745
Cash received from stock options exercised $ 90,114 $ 121,671

Number of options that vested 295,124 193,866
Fair value of options that vested $ 450,336 $ 248,148

Unrecognized compensation expense related to non-vested options at end of period $ 2,279,284 $ 1,673,156
Weighted average years over which non-vested option expense will be recognized 2.34 2.50

As of March 31, 2017
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
$ 0.85 - $1.43 87,100 3.32 $ 1.07 87,100 $ 1.07
$ 1.47 - $2.32 459,745 4.64 $ 1.83 458,385 $ 1.83
$ 2.34 - $3.52 1,144,680 8.03 $ 3.22 525,179 $ 3.02
$ 3.53 - $4.25 1,239,900 8.50 $ 3.76 174,550 $ 4.05
Total options 2,931,425 1,245,214

Index

As of September 30, 2017
				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
$	0.85 - $1.43		74,100		2.00	$	1.09		74,100	$	1.09
$	1.47 - $2.32		450,245		2.17	$	1.83		448,885	$	1.83
$	2.34 - $3.52		936,580		6.68	$	3.27		466,999	$	3.13
$	3.53 - $5.30		1,283,290		8.35	$	3.90		207,220	$	3.92
$	5.44 - $5.44		7,000		9.80	$	5.44		-	$	-
Total options			2,751,215						1,197,204

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Expected volatility		50	%		53	%		49	%		56	%
Expected annual dividend yield		1.50	%		1.50	%		1.50	%		1.50	%
Risk free rate of return		1.95	%		1.18	%		1.94	%		1.46	%
Expected option term (years)		6.00			6.00			6.00			6.00

Three Months Ended March 31,
2017 2016
Expected volatility 45 % 56 %
Expected annual dividend yield 1.50 % 1.50 %
Risk free rate of return 1.94 % 1.53 %
Expected option term (years) 6.00 6.00

Restricted Stock Awards

Our 2015 Non-Employee Directors ~~Long Term~~Long-Term Equity Incentive Plan (“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 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 the 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,~~September 30, 2017, stock based incentives for up to ~~340,000~~260,000 shares remained available for issuance in the future under this plan.

~~Index~~

Our restricted stock awards activity has been as follows:

						Total
				Grant Date		Fair Value of
	Number of			Fair Value		Shares That
	Shares			Per Share		Vested
Restricted shares outstanding at December 31, 2016		80,000		$	3.31
Shares granted with restrictions		80,000		$	4.24
Shares vested and restrictions removed		(80,000	)	$	3.31	$	320,000
Restricted shares outstanding at September 30, 2017		80,000		$	4.24

Unrecognized compensation expense for non-vested shares as of September 30, 2017
Expense to be recognized in future periods	$	205,744
Weighted average number of months over which expense is expected to be recognized		7.3

Total
Grant Date Fair Value of
Number of Fair Value Shares That
Shares Per Share Vested
Restricted shares outstanding at December 31, 2016 80,000 $ 3.31
Shares granted with restrictions - $ -
Shares vested and restrictions removed - $ - $ -
Restricted shares outstanding at March 31, 2017 80,000 $ 3.31

Unrecognized compensation expense for non-vested shares as of March 31, 2017
Expense to be recognized in future periods $ 25,322
Weighted average number of months over which expense is expected to be recognized 1.2

~~Income Taxes~~

Index

9. Income Taxes

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

	Three months ended September 30,													Nine months ended September 30,
	2017						2016							2017							2016
	Current		Deferred		Total		Current		Deferred			Total		Current		Deferred			Total		Current		Deferred			Total
Federal	$	29	$	146	$	175	$	715	$	(78	)	$	637	$	733	$	33		$	766	$	1,300	$	(21	)	$	1,279
State		10		9		19		72		(4	)		68		109		(5	)		104		133		(15	)	$	118
Total	$	39	$	155	$	194	$	787	$	(82	)	$	705	$	842	$	28		$	870	$	1,433	$	(36	)	$	1,397

Three months ended March 31,
2017 2016
Current Deferred Total Current Deferred Total
Federal $ 519 $ (238 ) $ 281 $ 172 $ (7 ) $ 165
State 51 (10 ) 41 21 (12 ) 9
Total $ 570 $ (248 ) $ 322 $ 193 $ (19 ) $ 174

Deferred income taxes on our 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,
2017 2016
Deferred tax assets:
   Deferred revenue $ 1,331 $ 1,228
Capital loss carryforward 1,099 1,099
   Share-based compensation 619 578
   Compensation and benefits 270 176
Texas franchise tax R&D credit 156 153
   Allowance for doubtful accounts 119 114
��  Net operating loss carryforward 76 91
   Other 62 51
Less Valuation Allowances:
Capital loss carryforward (1,099 ) (1,099 )
Texas franchise tax R&D credit (156 ) (153 )
Total deferred tax assets 2,477 2,238

Deferred tax liabilities:
   Intangible assets 1,285 1,289
   Depreciation 2 7
Total gross deferred tax liabilities 1,287 1,296

Net deferred tax assets $ 1,190 $ 942

~~Index~~

	September 30			December 31,
	2017			2016
Deferred tax assets:
Deferred revenue	$	1,094		$	1,229
Capital loss carryforward		1,099			1,099
Share-based compensation		619			578
Compensation and benefits		284			278
Texas franchise tax R&D credit		168			153
Allowance for doubtful accounts		94			114
Net operating loss carryforward		47			91
Prepaid expenses not deductible		136			-
Accrued expenses not deductible		64			56
Less Valuation Allowances:
Capital loss carryforward		(1,099	)		(1,099	)
Texas franchise tax R&D credit		(168	)		(153	)
Total deferred tax assets		2,338			2,346

Deferred tax liabilities:
Intangible assets		1,310			1,289
Depreciation		6			7
Total gross deferred tax liabilities		1,316			1,296

Net deferred tax assets	$	1,022		$	1,050

In assessing the realizability of deferred tax assets, we consider whether it is more-likely-than-not that a deferred tax asset will not be realized. Our assessment of the likelihood of having sufficient taxable income in the future to support deduction or utilization of the items giving rise to our deferred tax assets indicates it is more-likely-than-not that we will realize the deferred tax assets listed in the table above.

As of ~~March 31,~~September 30, 2017, we had federal income tax net operating loss carryforwards of ~~$225,000~~$137,000 available to offset future federal taxable income, if any. These carryforwards became available through our acquisition of TappIn, Inc. in 2011. These carryforwards expire in 2030 and 2031.

As of ~~March 31,~~September 30, 2017, we ~~had~~have a federal income tax capital loss ~~carryforwards~~carryforward of $3,231,000 which resulted from the reduction of our investments in and notes receivable from CoreTrace Corporation in 2012. We can realize ~~capital loss carryforwards~~this carryforward to the extent we have capital gains in future periods against which this capital loss can be deducted. We believe it uncertain that we will have sufficient capital gains in the future to support this deduction and accordingly have provided a valuation allowance for the full amount of this carryforward. This carryforward expires in 2017.

Index

As of ~~March 31,~~September 30, 2017, we had Texas R&D tax credit carryforwards of ~~$156,000.~~$168,000. We can realize Texas R&D tax credit carryforwards to the extent we have sufficient Texas Franchise Tax in future years. We believe it is uncertain that we will have sufficient Texas Franchise Tax in the future to support utilization of these credits and, accordingly, have provided a valuation allowance for the full amount of ~~this carryforward.~~these carryforwards. These carryforwards expire in 2034 through ~~2036.~~2038.

We claim research and experimentation tax credits, or R&D tax credits, on certain of our tax returns and have included the effect of those credits in our provision for income taxes. A routine examination of our 2008, 2009 and 2010 federal income tax returns conducted and completed by the Internal Revenue Service resulted in the amount of the R&D tax credits allowed for those years being less than the amounts we claimed on those federal income tax returns. If the Internal Revenue Service examines our federal income tax returns for 2011 and later years, we believe they may apply their same criteria to the R&D tax credits we claimed on those tax returns. Accordingly, we believed it more-likely-than-not that the R&D tax credit allowed for those years may be less than the amounts we have claimed. As a result, we maintain a reserve for an uncertain tax position for this matter in the amount of ~~$136,000~~$153,000 as of ~~March 31,~~September 30, 2017.

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

	Three Months Ended March 31,				Nine Months Ended September,
	2017		2016		2017		2016
Balance at beginning of period	$	116	$	90	$	121	$	90
Increases for tax positions related to the current year		4		6		16		9
Increases for tax positions related to prior years		16		-		16		11
Decreases for tax positions related to prior years		-		-
Decreases due to settlements related to prior years		-		-
Balance at end of period	$	136	$	96	$	153	$	110

We believe it reasonably possible that we will not recognize any of our unrecognized tax benefits at least through ~~March 31,~~September 30, 2017. If we realized and recognized any of our gross unrecognized tax benefits, such benefits would reduce our effective tax rate in the year of recognition.

We are subject to taxation in the United States and in multiple state jurisdictions. Our federal income tax returns for 2016, 2015, 2014 and 2013 are subject to examination by the Internal Revenue Service. Our amended federal income tax returns for 2012 and 2011 are subject to examination with the amount of any claim for payment of additional taxes limited to the amount by which the tax due on those amended returns was less than the tax due on the returns for those years as originally filed. Our state tax returns are subject to examination for varying periods of time by numerous state taxing authorities. Currently, none of our federal or state income tax returns are under examination.

To the extent they arise, we record interest and penalty expenses related to income taxes as components of other expense in our statement of operations. We incurred no such expenses in the 2017 quarter or the 2016 quarter.

We file state tax returns in various states. The taxes resulting from these filings are included in income tax expense.

~~Index~~

Our income tax expense (benefit) reconciles to an income tax expense resulting from applying an assumed statutory federal income rate of 34% to income before income taxes as follows ($ in thousands):

	Three months ended March 31,						Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016			2017			2016
Income tax expense (benefit) at federal statutory rate	$	365		$	193		$	160		$	693		$	828		$	1,345
Increase (decrease) in taxes resulting from:
State taxes, net of federal benefit		24			2			16			52			67			97
Stock based compensation		59			16			37			25			121			60
Other		(22	)		9			7			5			19			37
R&D tax credit uncertain tax position (net)		(110	)		(32	)		6			10			32			20
Research and development credit		20			6			(30	)		(55	)		(177	)		(119	)
Domestic production activities deduction		(14	)		(20	)		(2	)		(25	)		(20	)		(43	)
Income tax expense (benefit) per the statement of operations	$	322		$	174
Income tax expense (benefit) per the statements of operations							$	194		$	705		$	870		$	1,397

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

This Quarterly Report on Form 10-Q 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, and Section 21E of the Securities and Exchange Act of 1934, as amended. “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 ~~2015~~2016 Form ~~10-K~~10-K/A and other documents filed with the Securities and Exchange Commission. 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 2017 quarter and the 2016 quarter refer to the three months ended ~~March 31,~~September 30, 2017 and 2016, respectively. Our references to the 2017 nine months and the 2016 nine months refer to the nine months ended September 30, 2017 and 2016, 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 ~~over~~more than twenty years ~~and have~~having sold our products to thousands of enterprises and more than one million individual consumers ~~throughout the world.~~globally.

Our primary business is selling and supporting managed file transfer, or MFT, software for enterprises. The brand name of our MFT product platform is Enhanced File Transfer, or EFT. 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.

We earn most of our revenue from the sale of EFT and products that are part of our EFT platform. We earn revenue from the sale of perpetual software licenses, providing products under ~~software-as-a-service, or~~ SaaS subscriptions, providing maintenance and support services, or M&S, and offering professional services for product ~~customization~~implementation, integration and ~~integration.~~training.

We also sell other products that are synergistic to EFT including Mail Express, WAFS, and CuteFTP. Collectively, these products constitute less than 10% of our total revenue.

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 our EFT platform products. 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 ~~MFT~~these products. For a more comprehensive discussion of the products we sell and the services we offer, see Software Products and Services below.

As a corporation, we have won multiple awards for performance and reputation, including:

In 2017:

-	Named to the CRN 2017 Cloud Partner Program Guide which recognizes partner programs with distinguished margins, sales support and cloud resources

-	Received three awards from the 2017 Golden Bridge Awards for distinguished technology achievements which included:

§	Cloud/SaaS Innovations (Gold Winner) – EFT on Amazon Web Services or Microsoft Azure

§	Managed File Transfer Innovations (Gold Winner) – The EFT Accelerate module

§	Governance, Risk and Compliance Innovations (Bronze Winner) – EFT platform

-	Received two awards from the Network Product Guide 2017 IT World Awards for achievements in product excellence that included:

-	Governance, Risk and Compliance (Gold Winner) – EFT.

-	Cloud Security (Silver Winner) – EFT Cloud Services.

-	Recognized as a Best Place to Work in IT by Computerworld for the fourth consecutive year and sixth time overall.

Index

-	Recognized for three Info Security Products Guide 2017 Global Excellence Awards for distinguished achievements in product innovation in categories that included:

Innovation in Compliance (Gold Winner) – Enhanced File ~~Transfer~~Transfer.

Cloud/SaaS Solutions (Gold Winner) – EFT Cloud ~~Services~~Services.

BYOD Security (Bronze Winner) – EFT ~~Workspaces~~Workspaces.

-	Honored as a Best Company to Work for in Texas by Best Companies Group (BCG), Texas Monthly, the Texas Association of Businesses (TAB), and Texas SHRM.

-	Received a 5-Star rating in The Channel Company’s CRN 2017 Partner Program Guide for the third year in a row.

Honored with the 2017 Total Rewards & Benefits Excellence Award by the HRO Today Services and Technology Association.

Selected as a finalist in the 2017 Cybersecurity Product Awards Secure File Transfer: EFT ~~Enterprise~~Enterprise.

In 2016:

Recognized as a 2016 Top Workplace by San Antonio Express-News, marking our sixth recognition as a Top Workplace in San Antonio.

-	Earned awards from the Golden Bridge Awards for several categories, including:

-	Enhanced File Transfer (EFT) – Gold Winner in Access Compliance and Risk Management.

-	EFT Cloud Services – Gold Winner in Managed File Transfer.

-	Selected for awards from Network Products Guide for the 2016 IT World Awards in several categories, including:

-	EFT Workspaces module, a part of Enhanced File Transfer - Gold Winner in BYOD Security

-	Enhanced File Transfer (EFT) - Bronze Winner in Compliance

-	Mail Express - Bronze Winner in Email Security and Management

-	Named as Leader in Secure Information Exchange Services 2016 – Texas by the Corp America 2016 Small Cap Awards.

Earned awards from Info Security Guide in several categories, including:

EFT Workspaces – Gold Winner in BYOD Security.

Enhanced File Transfer – Silver Winner in Compliance.

EFT Cloud Services – Bronze Winner in Cloud Security.

Mail Express – Bronze Winner in Email Security and Management.

Received a 5-Star rating in The Channel Company’s CRN 2016 Partner Program Guide for the second year in a row.

Named by Texas Monthly magazine as one of the best companies to work for in Texas for the sixth year in a row with a ranking of #16 in the medium size category.

~~Index~~

Honored as the HR Employer of the Year and Excellence in Engagement Strategy in North America by the HRO Today Services and Technology Association.

Recognized by the San Antonio Business Journal as a 2016 Best Place to Work, making this the fifth time GlobalSCAPE has received this honor.

Named by Computerworld as one of the best companies to work for in IT for the third consecutive year with a ranking of #3 in the small company category.

Key Business Metrics

We review a number of key business metrics on an ongoing basis to help us monitor our performance and to identify material trends which may affect our business. The significant metrics we review are 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. We believe our revenue growth is primarily dependent upon executing our business strategies which include:

Index

·	Ongoing innovation of our EFT platform to address the expanding needs of our existing customers and ~~enhancing~~to enhance our products’ appeal to new customers.

·	Licensing, developing and/or acquiring technologies with features and functions that are complementary to and synergistic with our EFT platform so as to expand the breadth of our products offerings.

·	Enhancing our sales and marketing programs to improve identification of potential demand for our products and to increase the rate at which we are successful in selling our products.

We remain alert for attractive opportunities to collaborate with others or perhaps combine other revenue-producing technologies with ours to expand our product offerings and reach. To that end, we continually assess products and services offered by others that might be synergistic with our existing products. We may elect to take advantage of those opportunities through cooperative marketing agreements or licensing arrangements or by acquiring an ownership position in the enterprise offering the opportunity.

In continuing to develop our demand generation activities, we have made and continue to make ongoing changes in sales and marketing including:

·	Increasing sales staff capacity as needed to address our markets.

·	Aligning our sales group to enhance its industry and geographic focus.

·	Implementing new sales and marketing campaigns.

·	Using ~~third party~~third-party digital marketing experts with search engine optimization expertise to enhance our efforts in this area.

·	Evolving our lead generation programs to increase our sales staff’s exposure to potential purchasers.

·	Enhancing our support of channel partners and engaging them to sell our products through training, orientation and marketing programs.

As part of growing revenue in total, we are focused on increasing license revenue both in terms of absolute dollars and as a percent of total revenue. When we sell our licensed products, we also typically create a recurring revenue stream from M&S since almost all purchasers of our licensed enterprise products also purchase an M&S contract. Most of our M&S contracts are for one year although we also sell multi-year contracts. The customer pays us the M&S fee for the entire term of the agreement at the time the contract begins. We recognize that amount as revenue ratably in future periods over the term of the contract.

We typically experience a high renewal rate for M&S services for our enterprise products so long as a customer continues using the licensed product they purchased from us. As a result, growing license revenue not only contributes to increasing revenue growth at the time the license is sold but also provides a foundation for future recurring revenue as the purchasers of our licensed products renew M&S contracts to support their ongoing product support needs. This pattern of activity can create a cumulative effect for M&S renewals as a result of the cumulative number of licensed software installations sold over multiple years that create M&S renewals in any single year predictably (and in line with our expectations) exceeding the number of new software licenses we sell in a single year. We expect this cumulative effect to continue to grow if we continue to increase enterprise software license revenue in future periods. For these reasons, we expect M&S revenue will remain a substantial part of our total revenue.

See Comparison of the Consolidated Statement of Operations for the Three Months Ended ~~March 31,~~September 30, 2017 and 2016 and Comparison of the Consolidated Statement of Operations for the Nine Months Ended September 30, 2017 and 2016 for a discussion of trends in our revenue growth that we monitor using this metric.

~~Index~~

~~Bookings~~

~~Bookings is a business metric we use to measure the success of our sales and marketing programs. For this purpose, we define bookings as the sum of the sales of:~~

·	~~Software licenses.~~

·	~~M&S contracts sold with software licenses for which the M&S services will be delivered within the next year.~~

·	~~SaaS arrangements for up to one year.~~

·	~~Professional services.~~

Most of the resources we expend for sales and marketing are targeted toward increasing our revenue from the four sources listed above. M&S contract renewals bookings, which are an additional source of revenue for us, typically are not significantly dependent upon our sales and marketing programs to be successful. Based upon these factors, beginning in 2017, we revised the definition our bookings metric to exclude amounts related to renewals of M&S contracts so as to better measure the success of our sales and marketing programs.

Bookings is not a measure of financial performance under GAAP and should not be considered a substitute for revenue. Bookings has limitations as an analytical tool and when assessing our operating performance. Bookings should not be considered in isolation or as a substitute for revenue or other income statement data prepared in accordance with GAAP.

~~Our bookings trends and the reconciliation of bookings to revenue are as follows ($ in thousands):~~

Three Months Ending March 31,
2017 2016

Revenue $ 8,317 $ 7,387

Products and services sold for which we will recognize revenue at a future date when the goods and services are delivered to and accepted by the customer 2,218 1,773

Products and services delivered to and accepted by the customer for which revenue recognition had been deferred in the past at the time of booking (6,643 ) (5,534 )

Bookings $ 3,892 $ 3,626

Our bookings increased 7.3%. This increase was a result of our continuing development and implementation of sales and marketing programs designed to increase the level of our sales of software licenses.

~~Amounts we previously reported as bookings reconcile to the bookings in the table above as follows:~~

Three Months Ended
March 31, 2016

Bookings as previously reported $ 7,779

M&S renewals and M&S to be delivered beyond one year in the future not part of bookings (4,153 )

Bookings as now reported $ 3,626

While M&S renewals and M&S to be delivered beyond one year in the future are not part of bookings, we record and include these items in deferred revenue on our balance sheet at the time we record them as an account receivable.

In ~~connection with~~ the past, we reported bookings ~~metric we previously reported, we also reported~~and potential future revenue as a key business ~~metric.~~metrics. With the refinement of our ~~bookings~~revenue growth key business metric discussed above, we no longer rely on bookings or potential future revenue as a key business ~~metric~~metrics since we have determined that our revenue growth metric ~~discussed above~~ is the primary metric upon which we rely to measure the success of sales and marketing programs and our outlook for revenue in the future.

2729

Index

Adjusted EBITDA (Non-GAAP Measurement)

We utilize Adjusted EBITDA (Earnings Before Interest, Taxes, Total Other Income/Expense, Depreciation, Amortization, other than amortization of capitalized software development costs, and Share-Based Compensation Expense) to provide us a view of income and expenses ~~and cash flow from our operations~~ that is supplemental and secondary to our primary assessment of net income as presented in our condensed consolidated statement of operations and comprehensive ~~income and of cash flow from operating activities as presented on our condensed consolidated statement of cash flows.~~income. We use Adjusted EBITDA to provide another perspective for measuring profitability ~~and cash flow from our core operating activities~~ that does not include the effects of ~~expenses that typically do not require us to pay them in~~ the current period (such as depreciation, amortization and share-based compensation), the cost of financing our business, and the effects of income taxes, as well as the effects on our cash of changes in certain balance sheet items such as accounts receivable and accounts payable. 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;

·	The effects of income taxes.

We monitor ~~the components of~~ Adjusted EBITDA to assess our ~~actual~~ performance relative to our ~~plans, budgets~~intended strategies, expected patterns of action, and ~~expectations and~~budgets. We use the results of that assessment to adjust our future activities to the extent we deem necessary. ~~Our Adjusted EBITDA results indicate that we have been able to sustain consistently positive cash flow to help fund our future operations.~~

Adjusted EBITDA is not a measure of financial performance under GAAP. It should not be considered as a substitute for net income presented on our condensed consolidated statement of operations and comprehensive ~~income or for net cash provided by operating activities presented on our condensed consolidated statement of cash flows.~~income. Adjusted EBITDA has limitations as an analytical tool and when assessing our operating performance. Adjusted EBITDA should not be considered in isolation or without a simultaneous reading and consideration of our consolidated financial statements prepared in accordance with GAAP.

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

	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2017			2016			2017			2016			2017			2016
Net Income	$	751		$	392		$	276		$	1,334		$	1,564		$	2,558
Add (subtract) items to determine adjusted EBITDA:
Add (subtract) items to determine Adjusted EBITDA:
Income tax expense		322			174			194			705			870			1,397
Interest (income) expense, net		(70	)		(33	)		(75	)		(28	)		(221	)		(88	)
Depreciation and amortization:
Total depreciation and amortization		541			501			547			513			1,604			1,522
Amortization of capitalized software development costs		(474	)		(430	)		(484	)		(450	)		(1,404	)		(1,319	)
Stock-based compensation expense		324			222			381			231			1,053			753
Adjusted EBITDA	$	1,394		$	826		$	839		$	2,305		$	3,466		$	4,823

See Comparison of the Consolidated Statement of Operations for the Three Months Ended ~~March 31,~~September 30, 2017 and 2016 and Comparison of the Consolidated Statement of Operations for the Nine Months Ended September 30, 2017 and 2016 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, file transfer, and file sharing ~~capabilities~~ for enterprises and consumers. We have been in business for ~~over~~more than twenty years ~~and have~~having sold our products to thousands of enterprises and more than one million individual consumers ~~throughout the world.~~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. These transfers may be ongoing, repetitive activities executed by automated software routines that occur without human intervention, or they may be transfers that people create and complete in the absence of automated routines or as a result of ad-hoc, special situations that arise from time-to-time. 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.

Index

·	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.

~~Index~~

We have multiple revenue streams from our ~~MFT~~EFT Platform products that include:

Perpetual software licenses under which customers pay us 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.

·	Cloud-based, ~~hosted~~ SaaS solutions that we sell on an ongoing subscription basis resulting in our earning a recurring, monthly subscription fee to access the service.

M&S.

·	Professional services for product ~~customization~~installation, integration and ~~integration.~~training.

In June 2017, we introduced a data integration product that we planned to sell under the brand name Kenetix. We licensed the technology for this product from a third-party. We have experienced issues with the third-party technology and have determined to suspend marketing of the product as we evaluate options and determine whether the licensor can effectively address the issues.

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 our EFT platform. We believe the EFT product platform and its business capabilities are well-positioned to compete effectively in the market for MFT products. For a more comprehensive discussion of the products we sell and the services we offer, see below.

We also sell products that can be synergistic to our ~~MFT products.~~EFT platform. These products have capabilities that:

·	Support information sharing and exchange capabilities using traditional email systems.

·	Enable enterprise file synchronization and sharing.

·	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.

·	Support file transfers by individuals and small businesses.

We earn most of our revenue from the sale of our ~~MFT~~EFT Platform products that support business-to-business activities and are strategically focused on selling products in that environment. ~~The~~

We intend to expend the majority of our resources ~~that we will expend~~ in the future for product research and development, marketing, and sales ~~will concentrate~~in a manner that concentrates on the ~~MFT~~ business-to-business market. We believe our products and business capabilities are well-positioned to compete effectively in that market.

Some of our products support consumer-oriented file transfers and file sharing. Even though these products are profitable on an overall basis, we anticipate the future resources we will expend related to products sold to consumers and the associated revenue we earn from those products will continue to be a minor part of our business.

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

Managed File Transfer – Enhanced File Transfer Platform

Enhanced File Transfer, or EFT, is the brand name of our core MFT product platform. Our EFT ~~was awarded~~platform products received multiple industry awards in compliance categories in ~~2016~~2017 including the ~~2016~~2017 Golden Bridge awards, the Network Product Guide’s ~~2016~~2017 IT World Awards, and the ~~2016~~2017 Info Security Products Guide Global Excellence Awards.

Index

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. Notable 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 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 are provided at various levels of granularity to allow for complete control and monitoring of file transfer activities.

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 the 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.

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/collaboration, and continuous data backup and ~~recovery to our customers.~~recovery.

~~Index~~

The EFT platform provides a common, scalable MFT environment that accommodates a broad family of accompanying modules to provide enterprises with increased security, automation, and performance when compared to traditional FTP-based and e-mail delivery systems. Various optional modules allow users to select the solution configuration most applicable to their requirements for auditing and 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.

Since 2015, we have released new versions of our EFT platform and new modules which added several enhancements and capabilities including:

·	Advanced Authentication Module (AAM) that increases the interoperability of EFT with multiple authentication methods. AAM provides a single source of authentication across a customer’s infrastructure.

EFT Workspaces, which is a file-sharing module that allows employees to create their own groups and assign permissions for those groups, much like a virtual data room, to provide access to files for which they themselves have access on the EFT server. This functionality is accomplished without compromising the security, control, and governance of those files.

AAn EFT Workspaces Microsoft® Outlook plugin that provides secure ad hoc file transfers via email, providing customers with the reporting features in EFT and combining them with the simplicity and security of sending files with Mail Express. The integration of these two products takes the best features in Mail Express and incorporates them into EFT.

·	Accelerate, which is an accelerated file transfer module that boosts the speed and efficiency of secure data transfers and allows for the fast transfer of large files over disparate geographic distances.

·	~~Enhanced compatibility of web transfer client file transfers through HTML5 support in addition to the existing Java Runtime Environment.~~

·	~~Increased scalability and business continuity with more flexible, uninterrupted file transfer service.~~

·	Improved facilitation of PCI DSS version 3.0 compliance with updates to data security ~~components, such as PGP and AS2.~~protocols.

·	Enhanced and expanded event rule functionality which improves the ability to integrate our products with client business processes and backend systems.

·	Support for active-active high availability in Amazon Web ~~Services.~~Services to accommodate for bursts or dips in network traffic, and provide improved resiliency, scalability and flexibility.

·	Enhanced security features supporting improved compliance with ~~HIPPA~~Health Insurance Portability and Accountability Act of 1996 (or HIPAA) guidelines.

·	EFT Insight, which is a new reporting platform that provides enhanced intelligence and analytics regarding file transfer activity that occurs within EFT.

We expect to continue to enhance the EFT platform with capabilities that improve its speed and responsiveness of performance, provide additional administration flexibility supporting cross-platform implementation with our DMZ Gateway solution, offer ~~business activity monitoring,~~more robust reporting capabilities, and provide additional language support.

Index

Most EFT customers choose to purchase a perpetual software license for a one-time fee paid at the time of purchase and under which they install the software on equipment they own and/or manage. In almost all cases, they also purchase ongoing M&S for which they pay us a recurring, annual amount that typically is 20% to 30% of the price of the software license.

If a customer prefers to use the capabilities of EFT in a SaaS fashion, we offer EFT Cloud Services for a monthly subscription fee. The EFT platform delivered in this manner has the same features and functionality as our EFT platform installed at a customer site. EFT Cloud Services allows users to reduce their upfront cost and achieve other recognized benefits of cloud-based managed file transfer ~~SaaS~~ subscription solutions including strong service level agreements for information technologies infrastructure reliability and performance. EFT can also be deployed for customers, on a BYOL basis, in their infrastructures running through Amazon Web Services or Microsoft Azure. We have also initiated offering EFT Enterprise direct to buyers on a pre-deployed basis in the Amazon Web Services and Microsoft Azure Marketplaces.

EFT Cloud Services provides a flexible continuum of features and functions that gives the user the ability to pick and choose the extent to which they want to own or outsource the capabilities of our EFT platform. EFT Cloud Services gives organizations the flexibility of deploying on-premises, in the cloud or in a hybrid cloud environment with all of the security, compliance, scalability, and visibility features of an on-premises managed file transfer solution. Users of EFT Cloud Services have the option to work with a variety of top hosting providers that best fit their needs. We offer flexible subscription pricing under one, two, and three-year contracts that can help our customers minimize or eliminate upfront capital expenditures and possibly reduce their ongoing operating costs. Subscription revenue from EFT Cloud Services or EFT on AWS or Azure, which is on a BYOL basis or pre-deployed within either infrastructure provider’s marketplace, is increasing but is not yet a material portion of the total revenue from 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 e-mail and attachments of virtually unlimited size. Mail Express was a Bronze Winner in Email Security and Management by Network Products Guide’s 2016 IT World Awards.

~~Index~~

To broaden the appeal and capabilities of Mail Express, we ~~are developing~~continue to develop and add functionality that integrates the features of Mail Express into the EFT ~~platform.~~platform through the Workspaces Microsoft® Outlook Plugin. This integration ~~will take~~takes the superior control, visibility and monitoring capabilities of the EFT platform and ~~make~~makes them available to administrators and users in an email environment. ~~This integrated product will improve operational efficiency by providing a coordinated user interface through which data movement activities using both our EFT~~The Workspaces Microsoft® Outlook Plugin combines the technology and features available in Mail Express ~~products can be managed.~~with the functionality of Workspaces and integrates them directly into EFT Enterprise.

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. Other key features of WAFS include native file locking, replication to multiple locations simultaneously, adherence to access control list file permissions, and full UTF-8 support.

We will continue to offer WAFS as a stand-alone product and provide M&S services to customers who purchased WAFS in the past and who purchase it in the future. We do not expect to expend significant resources in the future expanding the features and capabilities of WAFS.

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 remains popular today and generates incremental revenue for us at a relatively low cost.

CuteFTP continues to have significant brand recognition in the market. Our current CuteFTP Version 9 introduced several notable new features including:

·	Support for Unicode (UTF-8) characters that allows greater international use.

·	Web Distributed Authoring and Versioning (WebDAV) support to facilitate collaboration between users in editing and managing documents and files stored on World Wide Web servers.

Version 9 simplified our CuteFTP product line by consolidating all the features of our previous multi-product CuteFTP product line for Windows operating systems into this single version. We continue to offer CuteFTP Version 3.1 software for Mac platforms. We believe current versions of CuteFTP appeal to users wanting features more robust than offered in free alternatives such that it will be a product competitive in the marketplace for the foreseeable future.

Index

We will continue selling CuteFTP as a stand-alone product and providing M&S services to customers who purchased CuteFTP in the past and who purchase it in the ~~future.~~future but we will not invest significantly in marketing the product. We do not expect to expend significant resources in the future expanding the features and capabilities of CuteFTP.

Professional Services

We offer a range of professional services to complement our on-premises and SaaS solutions. These professional services include ~~product customization and~~ system integration, solution “quickstart” implementations, business process and workflow, policy development, education and training, and solution health checks. In addition, we may provide longer-term engineering services, including supporting multi-year contracts, if necessary, to support certain solution implementations and integrations.

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 of our 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 pay us a recurring, annual amount that is typically 20% to 30% of the software license price. A majority of our customers with M&S contracts renew them each year.

~~Index~~

Employees

Our number of employees is as follows:

	March 31,				September 30,
Department	2017		2016		2017		2016
Sales and Marketing		52		46		56		44
Engineering		36		29		30		28
Professional Services		8		14		6		12
Customer Support		21		20		23		22
Management and Administration		19		19		19		20
Total		136		128		134		126

Index

Solution Perspective and Trends

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

											Three Months Ended September 30,										Nine Months Ended September 30,
	Three Months Ended March 31										2017					2016					2017					2016
	2017					2016							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	$	2,464		29.6	%	$	2,299		31.1	%		2,488		30.3	%		3,322		38.4	%		7,768		30.9	%		8,381		34.7	%
M&S		5,121		61.6	%		4,446		60.2	%		5,360		65.2	%		4,637		53.5	%		15,702		62.5	%		13,635		56.5	%
Professional Services		733		8.8	%		642		8.7	%		368		4.5	%		702		8.1	%		1,652		6.6	%		2,107		8.7	%

Total Revenue	$	8,318		100.0	%	$	7,387		100.0	%	$	8,216		100.0	%	$	8,661		100.0	%	$	25,122		100.0	%	$	24,123		100.0	%

Revenue by Product Line
License
EFT Platform	$	2,283		92.7	%	$	1,995		86.8	%	$	2,388		96.0	%	$	3,060		92.1	%	$	7,338		94.5	%	$	7,579		90.4	%
Other		181		7.3	%		304		13.2	%		100		4.0	%		262		7.9	%		430		5.5	%		802		9.6	%

Total License Revenue		2,464		100.0	%		2,299		100.0	%		2,488		100.0	%		3,322		100.0	%		7,768		100.0	%		8,381		100.0	%

M&S
EFT Platform		4,841		94.5	%		4,125		92.8	%		5,100		95.1	%		4,329		93.4	%		14,893		94.8	%		12,695		93.1	%
Other		280		5.5	%		321		7.2	%		260		4.9	%		308		6.6	%		809		5.2	%		940		6.9	%

Total M&S Revenue		5,121		100.0	%		4,446		100.0	%		5,360		100.0	%		4,637		100.0	%		15,702		100.0	%		13,635		100.0	%

Professional Services (all EFT Platform)		733		100.0	%		642		100.0	%		368		100.0	%		702		100.0	%		1,652		100.0	%		2,107		100.0	%

Total Revenue
EFT Platform		7,857		94.5	%		6,762		91.5	%		7,856		95.6	%		8,091		93.4	%		23,883		95.1	%		22,381		92.8	%
Other		461		5.5	%		625		8.5	%		360		4.4	%		570		6.6	%		1,239		4.9	%		1,742		7.2	%

Total Revenue	$	8,318		100.0	%	$	7,387		100.0	%	$	8,216		100.0	%	$	8,661		100.0	%	$	25,122		100.0	%	$	24,123		100.0	%

Our total revenue ~~increased 13% in~~decreased 5.1% for the 2017 quarter ~~compared to~~and increased 4.1% for the ~~2016 quarter.~~2017 nine months. Revenue from our EFT platform products decreased 2.9% for the 2017 quarter and ~~services~~ increased ~~16% which consisted of EFT platform license revenue increasing 14%, EFT platform M&S revenue increasing 17%, and professional services revenue increasing 14%.~~6.7% for the 2017 nine months. Revenue from our other product lines decreased for both the 2017 quarter and the 2017 nine months, which is consistent with our expectations as discussed below. For a more ~~complete~~detailed discussion of these revenue trends, see Comparison of the Consolidated Statement of Operations for the Three Months Ended ~~March 31,~~September 30, 2017 and 2016 and Comparison of the Consolidated Statement of Operations for the Nine Months Ended September 30, 2017 and 2016.

~~Index~~

We earn revenue primarily from the following activities:

License revenue from sales of our EFT platform products that we deliver as either perpetually-licensed software installed at the customer’s premises, for which we earn the full amount of the license revenue at the time the license is delivered, or as a cloud-based service under our EFT Cloud Services brand delivered using a SaaS model, for which we earn monthly subscription revenue as these services are delivered.

·	License revenue from sales of our Mail Express, WAFS and CuteFTP products that are installed at the customer’s premises under a perpetual license for which we earn the full amount of the license revenue at the time the license is delivered.

License revenue from sales of our Mail Express, WAFS and CuteFTP products that are installed at the customer’s premises under a perpetual license for which we earn the full amount of the license revenue at the time the license is delivered.

·	M&S revenue under contracts to provide ongoing product support and software updates to our customers who have purchased license software which we recognize ratably over the contractual period, which is typically one year, but can be up to three years.

M&S revenue under contracts to provide ongoing product support and software updates to our customers who have purchased license software which we recognize ratably over the contractual period, which is typically one year, but can be up to three years.

·	Professional services revenue from a variety of customization, implementation, and integration services, as well as delivery of education and training associated with our solutions, which we recognize as the services are performed and accepted by the client.

Professional services revenue from a variety of implementation and integration services, as well as delivery of education and training associated with our solutions, which we recognize as the services are performed and accepted by the client.

Index

We earn most of our revenue from the sale of our EFT platform products and the associated M&S and professional services related to those products. With our core competency being in products that address the MFT market, we believe our EFT platform products provide the best opportunity for our future growth. Accordingly, expansion of the capabilities of the EFT platform will be our primary focus in the future. While we will continue to sell and support our other products for the foreseeable future, they will not be an area of emphasis for us going forward.

We believe that continuing to offer licensed products installed on-premises for which we recognize revenue up-front and that carry with them a recurring M&S revenue stream is important to our future success. At the same time, we recognize that a migration of capabilities to a SaaS platform is attractive to a growing number of customers. We have, and have had for quite some time, the capabilities in place to deliver our EFT platform in that manner through our EFT Cloud products. While our SaaS revenue is not yet a material component of our total revenue, a migration by our customers to our EFT Cloud products could create some near-term decreases in the growth rate of license revenue, and may result in similar decreases in future periods, because it typically takes approximately 24 to 36 months of SaaS revenue to yield total revenue equivalent to that realized up-front from the sale of a license for an on-premise installation.

In mid-2016, we reviewed the allocation of our product research and development resources across all of our products. As a result of that review, we decided to adjust that allocation to focus most of our engineering resources involved in product research and development on our EFT platform products in order to expand their capabilities and to remain positioned to be responsive to the evolving needs of our customers.

~~Over the past few years, we~~We have developed and offered individual product lines throughout our history that include EFT, Mail Express, WAFS, and CuteFTP. Each of these product lines addresses distinct needs in the marketplace. While some customers purchase products from more than one of these product lines, for the most part, customers in a particular market or vertical have needs that are addressed by only one of these products and, therefore, purchase only that product. ~~With respect to Mail Express, while~~While we will continue to offer ~~them~~Mail Express as a stand-alone ~~products~~product for the time being, the engineering resources we allocate to ~~these technologies~~this technology will focus on migrating ~~them~~it to becoming an integrated component of our EFT platform. We do not expect to expend significant resources in the future on expanding the features and capabilities of WAFS and CuteFTP although we will continue to sell those products and support them.

To support product innovation, we continue to enhance our software engineering group and our focus on optimizing the manner in which we assess the development of new technologies, our approach to managing those projects, and the timelines over which we do that work. In continuing to develop our demand generation activities, we have made and continue to make ongoing changes in sales and marketing including:

·	Increasing sales staffing and capabilities as needed to address our markets.

·	Aligning our sales group to enhance its industry and geographic focus.

·	Implementing new sales and marketing campaigns.

·	Evolving our lead generation programs to increase our sales staff’s exposure to potential purchasers.

·	Enhancing our support of channel partners and engaging them to sell our products through training, orientation and marketing programs.

~~Index~~

Liquidity and Capital Resources

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

	March 31, 2017			December 31, 2016			September 30, 2017			December 31, 2016
Cash and cash equivalents	$	10,400		$	8,895		$	11,447		$	8,895
Certificates of deposit, current		2,759			2,754
Certificates of deposit, long term		12,837			12,779
Short term certificates of deposit								2,768			2,754
Long term certificates of deposit								12,960			12,779
Total cash, cash equivalents and certificates of deposit	$	25,996		$	24,428		$	27,175		$	24,428

Current assets	$	19,150		$	19,303		$	20,109		$	18,760
Current liabilities		(15,763	)		(16,367	)		(15,397	)		(16,188	)
Working capital	$	3,387		$	2,936		$	4,712		$	2,572

Index

At ~~March 31,~~September 30, 2017, our certificates of deposit in current assets mature on various dates through October 2017. Our long term certificates of deposit mature after ~~March 31,~~June 30, 2018, on various dates through December 2021.

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

We may access and monetize our ~~certificate deposits~~certificates of deposit at any time without risk of loss of the original amounts invested. If we were to redeem these certificates of deposit prior to their maturity, we may incur a penalty and forfeit certain amounts of accrued interest, but we view such amounts as not material.

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.

We plan to expend significant resources in the future for research and development of our products and expansion and enhancement of our sales and marketing activities. If sales decline or if our liquidity is otherwise under duress, we could substantially reduce personnel and personnel-related costs, reduce or substantially eliminate capital expenditures and/or reduce or substantially eliminate certain research and development and sales and marketing expenditures. We may also sell equity or debt securities or enter into credit arrangements in order to finance future acquisitions or licensing activities, to the extent available.

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

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

2017 2016
Operating activities $ 2,389 $ 1,207
Investing activities (650 ) (578 )
Financing activities (234 ) (190 )

~~Index~~

	Cash Provided (Used) During the Nine Months Ended September 30,
	2017			2016
Operating activities	$	4,773		$	3,624
Investing activities		(1,713	)		(1,466	)
Financing activities		(508	)		(622	)

Our cash provided by operating activities increased during the 2017 ~~quarter~~nine months compared to the 2016 ~~quarter~~nine months primarily due to the following factors:

Net income after considering items not involving cash at the time they are recorded in the statement of operations, as set forth on our Condensed Consolidated Statements of Cash Flow, increased $243,000. See the section below under~~Comparison of the Statement of Operations for the Three Months Ended March 31, 2017 and 2016~~ ~~for a discussion of the changes in the components of these amounts.~~

~~Cash flow from payments by customers resulted in accounts~~Accounts receivable ~~decreasing $1.5~~decreased $1.8 million in the 2017 ~~quarter~~nine months compared to ~~$916,000~~increasing $2.2 million in the 2016 ~~quarter. This increased cash flow~~nine months due in part to a large M&S renewal that was ~~primarily due to~~still outstanding at the increase in our revenue during the three months ended December 31, 2016, compared to the three months ended December 31, 2015, which in turn resulted in increased cash collections during the 2017 quarter when the accounts receivable from those sales were due.

·	~~Payments to our vendors and service providers resulted in accounts payable decreasing $219,000 during the 2017 quarter compared to decreasing $925,000 during~~end of the 2016 ~~quarter. The change in the amount of the decrease was primarily due to:~~

The payment during the 2016 quarter of invoices for certain marketing expenses incurred in 2015 for initial expansion of certain sales and marketing programs which were expenses that did not have to be repeated in the 2016 quarter and paidnine months with no similar transaction in the 2017 ~~quarter; and~~

~~Normal variations in the timing of payments to our vendors.~~

·	~~Income tax receivable and payable decreased $643,000 in the 2017 quarter compared to decreasing $151,000 in the 2016 quarter primarily due to:~~

Receiving from the Internal Revenue Service during the 2017 quarter a refund of taxes paid in previous years as a result of favorable adjustments to our research and development tax credits previously claimed; and

~~Normal variations in the timing of our tax payments.~~

~~Offset by:~~

·	Deferred revenue decreasing $1.1 million in the 2017 quarter compared to decreasing $416,000 in the 2016 quarter primarily as a result of our new emphasis on selling one year M&S contracts instead of multi-year agreements as discussed above.nine months.

·	~~Accrued expenses increased $92,000~~Normal variations in our payments to vendors that contributed to our accounts payable increasing $448,000 in the 2017 ~~quarter~~nine months compared to ~~increasing $303,000~~decreasing $237,000 in the 2016 ~~quarter primarily due to normal~~nine months.

Normal variations in the timing of our payroll payment dates relative to the date of the condensed consolidated balance sheet presented as a part of our condensed consolidated financial ~~statements.~~statements that contributed to accrued expenses increasing $404,000 in the 2017 nine months compared to a decreasing $197,000 in the 2016 nine months.

Index

Offset by:

A decision by the U.S. Army to consolidate certain of their operations resulting in the non-renewal of their M&S contract combined with our transition during 2017 to emphasizing selling one-year instead of multi-year M&S contracts primarily due to our desire to reduce the effects of discounts that customers expect from a multi-year contract. Since our customers pay us for the full M&S term at the beginning of the contract, the up-front cash we receive at the time we sell a single-year contract is less than the up-front cash we receive when we sell a multi-year contract. At the same time, we potentially enhance our future M&S revenue due to less discounting. These factors contributed to our deferred revenue decreasing $1.5 million in the 2017 nine months compared to increasing $770,000 in the 2016 nine months.

Higher payments for federal income taxes in the 2017 nine months as compared to the 2016 nine months. During the 2016 nine months, we did not make any federal income tax payments due to our application of overpayments from the 2015 tax year to 2016 tax year. We did not have overpayments in the 2016 tax year to apply to the 2017 tax year. As a result, we made federal income tax payments during the 2017 nine months for which there were no similar payments during the 2016 nine months. These factors contributed to our federal income taxes payable decreasing $759,000 during the 2017 nine months as compared to increasing $600,000 during the 2016 nine months.

The amount of cash we used for investing activities during the 2017 ~~quarter~~nine months increased compared to the 2016 ~~quarter~~nine months due primarily to:

An increase in our work to develop new software products and services which resulted in the ~~purchase~~amount of ~~property and equipment as a result of remodeling of our sales and engineering office spaces to improve~~software development costs we capitalized being higher during the ~~efficiency of these work environments; and~~2017 nine months than during the 2016 nine months.

~~A decrease~~An increase in purchases of property and equipment resulting from a reconfiguration of certain of our software development costs capitalized due to it taking longer than expected to fill open engineering positions with the skillsets needed to support new product development as a result of competition in the marketplace for software engineers.office space.

~~Our financing~~Financing activities used ~~more~~less cash induring the 2017 ~~quarter~~nine months than during the 2016 ~~quarter~~nine months primarily due to an increase ~~in the amount of dividends paid as a result of an increase in our outstanding shares of common stock offset by a decrease~~ in proceeds from stock option exercises as a result of ~~fewer~~more option holders electing to exercise their options.

Contractual Obligations and Commitments

As of ~~March 31,~~September 30, 2017, 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 ~~$16.3~~$15.9 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.

~~Index~~

·	We have an obligation under a contract with a third party to prepay future minimum royalty payments in the amount of $800,000 in September 2018 and $1.2 million in November 2019.

·	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.

Our non-cancellable, contractual obligations at ~~March 31,~~September 30, 2017 consisted primarily of the ~~lease for our office space with amounts due as follows~~following ($ in thousands):

Amounts Due for the Period

Nine Months Ending
December 31,
Fiscal Years
2017 2018 - 2019 2019 - 2020 Thereafter Total

Operating leases $ 270 $ 480 $ - $ - $ 750

	Amounts Due for the Period
	Three Months Ending December 31,		Fiscal Years
	2017		2018		2019		Thereafter		Total

Prepaid royalty fees	$	-	$	800	$	1,200	$	-	$	2,000
Operating leases		90		360		120		-		570
Total	$	90	$	1,160	$	1,320	$	-	$	2,570

Index

As of ~~March 31,~~September 30, 2017, we had no interest-bearing obligations in the form of loans, notes payable or similar debt instruments.

We plan to continue to expend significant resources in the future on product development, sales and marketing which may require that we enter into additional contractual arrangements and use our cash to acquire or license technology, intellectual property, products, services or businesses related to our current business strategy.

Comparison of the Consolidated Statement of Operations for the Three Months Ended ~~March 31,~~September 30, 2017 and 2016

	Three Months Ended March 31,							Three Months Ended September 30,
	2017		2016		$ Change			2017		2016		$ Change
	$ in thousands							$ in thousands

Total revenues	$	8,318	$	7,387	$	931		$	8,216	$	8,661	$	(445	)
Total cost of revenues		1,525		1,446		79			1,573		1,617		(44	)
Gross profit		6,793		5,941		852			6,643		7,044		(401	)
Operating expenses
Sales and marketing		3,330		3,048		282			3,079		2,880		199
General and administrative		1,721		1,733		(12	)		2,575		1,634		941
Research and development		739		627		112			594		519		75
Total operating expenses		5,790		5,408		382			6,248		5,033		1,215
Income from operations		1,003		533		470			395		2,011		(1,616	)
Other income		70		33		37			75		28		47
Income before income taxes		1,073		566		507			470		2,039		(1,569	)
Income tax expense		322		174		148			194		705		(511	)
Net income	$	751	$	392	$	359		$	276	$	1,334	$	(1,058	)

In the discussion below, we refer to the three months ended ~~March 31,~~September 30, 2017, as the “2017 quarter” and the three months ended ~~March 31,~~September 30, 2016, as the “2016 quarter”. The percentage changes cited in our discussions are based on the 2017 quarter amounts compared to the 2016 quarter amounts.

~~Index~~

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

	Three Months Ended September 30,
	2017					2016
			Percent of					Percent of
	Amount		Total			Amount		Total

Revenue By Type
License		2,488		30.3	%		3,322		38.4	%
M&S		5,360		65.2	%		4,637		53.5	%
Professional Services		368		4.5	%		702		8.1	%

Total Revenue	$	8,216		100.0	%	$	8,661		100.0	%

Revenue by Product Line
License
EFT Platform	$	2,388		96.0	%	$	3,060		92.1	%
Other		100		4.0	%		262		7.9	%

		2,488		100.0	%		3,322		100.0	%
M&S
EFT Platform		5,100		95.1	%		4,329		93.4	%
Other		260		4.9	%		308		6.6	%

		5,360		100.0	%		4,637		100.0	%

Professional Services (all EFT Platform)		368		100.0	%		702		100.0	%

Total Revenue
EFT Platform		7,856		95.6	%		8,091		93.4	%
Other		360		4.4	%		570		6.6	%

	$	8,216		100.0	%	$	8,661		100.0	%

Three Months Ended March 31
2017 2016
Percent of Percent of
Amount Total Amount Total

Revenue By Type

License $ 2,464 29.6 % $ 2,299 31.1 %
M&S 5,121 61.6 % 4,446 60.2 %
Professional Services 733 8.8 % 642 8.7 %

Total Revenue $ 8,318 100.0 % $ 7,387 100.0 %

Revenue by Product Line

License
EFT Platform $ 2,283 92.7 % $ 1,995 86.8 %
Other 181 7.3 % 304 13.2 %

2,464 100.0 % 2,299 100.0 %
M&S
EFT Platform 4,841 94.5 % 4,125 92.8 %
Other 280 5.5 % 321 7.2 %

5,121 100.0 % 4,446 100.0 %

Professional Services (all EFT Platform) 733 100.0 % 642 100.0 %

Total Revenue
EFT Platform 7,857 94.5 % 6,762 91.5 %
Other 461 5.5 % 625 8.5 %

$ 8,318 100.0 % $ 7,387 100.0 %

Index

Our total revenue ~~increased 13%~~decreased 5.1%. ~~This increase consisted of growth in total revenue~~Revenue from our EFT platform products and services ~~of $1.1 million, or 16%, offset by a decrease in revenue~~decreased 2.9%. Revenue from our other products that constitute less than 10% of our total revenue. These trends are in line with our expectations in light of our announcement in mid-2016 that our focus would be on our EFT platform products. At the same time, we announced that while we would continue selling our other products consistingconsist of Mail Express, WAFS, CuteFTP, and TappIn ~~we would de-emphasize~~decreased to comprise 4.4% of our total revenue which is a trend that is in line with our ongoing de-emphasis of those products in the future, not expend future significant product development and engineering resources to enhance those products, and not dedicate significant future sales and marketing activities to them. We intend to maintain our focus on our EFT platform for the foreseeable future such that we expect to see a continuing decline in revenue from our products other than those that are part of the EFT platform.products.

EFT Platform Products

License ~~M&S and professional services~~ revenue from our EFT platform products ~~increased 14%, 17%~~decreased 22%. During the 2017 quarter, we were transitioning to new leadership of our sales team as a result of certain of our personnel being involved in improper arrangements with customers that have been the subject of the investigation by the Audit Committee of the Board of Directors that we first announced in August 2017. This transition caused a temporary loss in sales momentum while this new leadership became familiar with our existing sales programs and ~~14% respectively. The increases across these products~~began to design and ~~services were primarily due to continued enhancement in our product development~~implement new and software engineering groups which allowed us to refine our process for identifying new product opportunities, to better focus our resources on products that would yield larger and more immediate revenue opportunities, and to optimize our project management and software engineering processes to reduce the time necessary to produce new or improved products.enhanced initiatives.

To improve our ability to successfully sell existing EFT platform products as well as new products produced by our software engineering team, we continued to make, and will continue to make, ongoing changes in sales and marketing personnel and activities including:

·	Increasing sales staffing and capabilities as needed to address our markets.

·	Aligning our sales group to enhance its industry and geographic focus.

·	Implementing new sales and marketing campaigns.

·	Evolving our lead generation programs to increase our sales staff’s exposure to potential purchasers.

·	Enhancing our support of channel partners and engaging them to sell our products through training, orientation and marketing programs.

~~Index~~

~~The 14% increase in license~~M&S revenue from our EFT platform products ~~was~~increased 18% primarily due to:

·	~~The introduction of new products or new versions of products as described above underBusiness-Software Products and Services~~.

Our focus on leveraging the changes to our sales and marketing activities described above toward new customers who may not have previously used our products. While sales to existing customers often consist primarily of new modules added to existing software licenses, new customers present the potential for higher license sales since they typically need to purchase a license for our core products in addition to licenses for additional modules.

~~The 17% increase in M&S revenue from our EFT platform products was also due to:~~

Ongoing ~~and increased~~ 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. As a result, growth in M&S revenue is typically tied to the license sales growth we experienced in earlier periods.

·	Sustaining high renewal rates of M&S contracts by customers who initially purchased these services in earlier periods. We believe these renewals result from our programs designed to provide high-quality and responsive M&S services to our customers.

~~The 14% increase in~~Our professional services revenue was ~~primarily~~$334,000 less for the 2017 quarter compared to the 2016 quarter, which is a decrease of 48%. This decrease was partially related to the ~~increased~~decreased license revenue from our EFT platform since there generally is a direct relationship between the ~~demand~~licenses our customers purchase and their need for ~~our~~ professional ~~services is closely related~~services. In addition, subsequent to ~~purchases of licenses for our EFT platform products. The remaining increase was due to an enhanced focus on managing our queue of professional services projects to be delivered which resulted in~~the 2016 quarter, we had a ~~reduction in our~~ backlog of professional services engagements that arose from software sales in previous periods. We worked down that backlog during the 2016 quarter which resulted in our professional services revenue being higher than typical for the 2016 quarter relative to software license revenue. During the 2017 quarter, we also began to focus more on selling pre-packaged professional services (as compared to customized services) which, while yielding lower total revenue from professional services, allowed us to deliver professional services more efficiently and without the unpredictability (and related ~~to earlier EFT platform license sales.~~costs) that can arise with customized services.

When we sell our licensed products, we also typically create a recurring revenue stream from M&S since almost all purchasers of our licensed products also purchase an M&S contract. In general, and depending upon the level of M&S a customer purchases, this recurring revenue stream is 20% to 30% per year of the price of the underlying software license to which the M&S relates.

Our M&S contracts are typically for one year, with some customers buying two or three year contracts. The customer pays us the M&S fee for the entire term of the agreement at the time the contract begins. We recognize that amount as revenue ratably in future periods over the term of the contract.

We typically experience a high renewal rate for M&S services for our enterprise products so long as a customer continues using the licensed product they purchased from us. As a result, growing license revenue not only contributes to increasing revenue growth at the time the license is sold but also provides a foundation for future recurring revenue as the purchasers of our licensed products continually renew M&S contracts to support their ongoing product support needs. This pattern of activity can create a cumulative effect for M&S renewals as a result of the cumulative number of licensed software installations sold over multiple years that create M&S renewals in any single year predictably (and in line with our expectations) exceeding the number of new software licenses we sell in a single year. We expect this cumulative effect to continue to grow if we continue to increase enterprise software license revenue in future periods.

Even though we experienced growth in EFT platform license revenue, that revenue as a percent of our total EFT platform revenue was 29% in the 2017 quarter compared to 30% in the 2016 quarter. This decrease was due to the continuing accumulation of our recurring M&S revenue stream from prior license sales and the revenue produced by the reduction of our backlog of professional services.

Index

Other Products

In mid-2016, we announced that our focus would be on our EFT platform products. At the same time, we announced that while we would continue selling our Mail Express, WAFS, CuteFTP, and TappIn products that collectively constitute less than 10% of our total revenue, in the future we would de-emphasize these stand-alone products that are not part of our EFT platform. Accordingly, during the second half of 2016, we ~~curtailed~~began to curtail our product development and engineering resources for these products and significantly reduced our sales and marketing activities supporting them. As a result, our license and M&S revenue from those products collectively declined ~~26%.~~36.8% in the 2017 quarter compared to the 2016 quarter. Our future focus will be on our EFT platform such that we expect to see a continuing decline in revenue from these other products although we do expect them to continue to produce a modest contribution margin that contributes to our future profitability.

Cost of Revenues. These expenses are associated with the production, delivery and support of our products and services. We believe it is most 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.

~~Index~~

Cost of license revenue consists primarily of:

·	Amortization of capitalized software development costs we incur when producing our software products. This 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 ~~increased 17%~~decreased 16% and as a percent of software license revenue was ~~30%~~29% in the 2017 quarter compared to ~~27%~~26% in the 2016 quarter. These ~~increases~~fluctuations were primarily due to:

~~An increase~~A decrease in ~~expense from the amortization of capitalized software development costs as a result~~royalties we pay to third-parties to use their technology for certain components of our ~~release~~products. The amount of ~~new software~~royalties we pay relative to our aggregate revenue fluctuates based on the mix of products ~~and new versions~~we sell. During the 2017 quarter, more of ~~existing~~the products ~~in periods subsequent~~we sold were not subject to a royalty payment than was the case during the 2016 quarter. This product mix will cause the cost of software license revenue to ebb and flow based upon our customers’ unique demands such that we do not view this decrease in royalties as unusual or indicative of a long-term trend.

·	~~An increase~~A decrease in ~~our royalties~~ expense ~~as a result of an increase~~related to two non-recurring engineering projects during the 2016 quarter with no similar transaction in ~~sales volume of products that contain components on which we pay royalties.~~the 2017 quarter.

Cost of M&S revenue as a percent of M&S revenue was substantially unchanged. Cost of revenue for M&S in absolute dollars increased by 5%23% due to an increase in M&S revenue. The cost of delivering M&S can vary slightly up or down from period-to-period, but we believe such changes are typically not indicative of long term trends or permanent changes in our cost of delivering M&S. Our gross margin on these services generally remains greater than 90% as a result of a consistent application of our customer support delivery protocols and practices.

Cost of professional services revenue exceeded revenue from professional services in the 2017 quarter due mainly to the one-time cost of extending the time allowed to exercise certain stock options to some of our former employees.

Sales and Marketing. We believe it most 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 37% of total revenue for the 2017 quarter compared to 33% of total revenue for the 2016 quarter. In absolute dollars these expenses increased 7%. These variations were primarily due to:

·	Increasing the size of our sales, marketing and product strategy teams and increased compensation rates due to competitive demands in the marketplace.

·	Increased marketing activities related to competitive intelligence and channel development.

·	Increased sales lead generation activities.

Index

General and Administrative. These expenses increased 58% primarily due to:

·	Increased professional fees and related expenses associated with the previously disclosed internal investigation, the restatement of certain of our financial statements and related litigation.

·	Increased salaries and share-based compensation expense.

Offset by:

·	A decrease in severance expense as a result of the 2016 quarter including severance expense related to the resignation of our chief executive officer during the second fiscal quarter of 2016, which is an expense we did not incur in the 2017 quarter.

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

	Three Months Ended September 30,
	2017		2016
R&D expenditures expensed	$	594	$	519
R&D expenditures capitalized		527		452
Total R&D expenditures (non-GAAP measurement)	$	1,121	$	971

Our R&D expenditures expensed increased 14% and our R&D expenditures capitalized increased 17%. These results were due to our planned, continued increase in our capacity to develop new products as well as maintain our existing products and research technologies available from third-parties. We did this through a combination of increasing our engineering headcount and engaging additional third-party resources on a flexible basis as needed.

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 cost individually.

Interest Income (Expense), Net. Interest income (expense), net consists primarily of interest income earned on certificates of deposit. The increase in this amount was due primarily to enhanced investment of our cash beginning in the second half of 2016 to earn a higher rate of interest.

Income Taxes. Our effective tax rate was 41% for the 2017 quarter and 35% for the 2016 quarter. These rates differed from a federal statutory tax rate of 34% primarily due to:

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

·	A reduction in the amount of the domestic production activities deduction due to our estimated taxable income being lower than previously anticipated.

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

Offset by:

·	The research and development credit that is a tax 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 the Internal Revenue Code.

Index

Comparison of the Consolidated Statement of Operations for the Nine Months Ended September 30, 2017 and 2016

	Nine Months Ended September 30,
	2017		2016		$ Change
	$ in thousands

Total revenues	$	25,122	$	24,123	$	999
Total cost of revenues		4,637		4,695		(58	)
Gross profit		20,485		19,428		1,057
Operating expenses
Sales and marketing		9,564		8,765		799
General and administrative		6,178		5,046		1,132
Research and development		2,530		1,750		780
Total operating expenses		18,272		15,561		2,711
Income from operations		2,213		3,867		(1,654	)
Other income		221		88		133
Income before income taxes		2,434		3,955		(1,521	)
Income tax expense		870		1,397		(527	)
Net income	$	1,564	$	2,558	$	(994	)

In the discussion below, we refer to the nine months ended September 30, 2017, as the “2017 nine months” and the nine months ended September 30, 2016, as the “2016 nine months.” The percentage changes cited in our discussions are based on the 2017 nine month amounts compared to the 2016 nine month amounts.

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

	Nine Months Ended September 30,
	2017					2016
			Percent of					Percent of
	Amount		Total			Amount		Total

Revenue By Type
License		7,768		30.9	%		8,381		34.7	%
M&S		15,702		62.5	%		13,635		56.5	%
Professional Services		1,652		6.6	%		2,107		8.7	%

Total Revenue	$	25,122		100.0	%	$	24,123		100.0	%

Revenue by Product Line
License
EFT Platform	$	7,338		94.5	%	$	7,579		90.4	%
Other		430		5.5	%		802		9.6	%

		7,768		100.0	%		8,381		100.0	%
M&S
EFT Platform		14,893		94.8	%		12,695		93.1	%
Other		809		5.2	%		940		6.9	%

		15,702		100.0	%		13,635		100.0	%

Professional Services (all EFT Platform)		1,652		100.0	%		2,107		100.0	%

Total Revenue
EFT Platform		23,883		95.1	%		22,381		92.8	%
Other		1,239		4.9	%		1,742		7.2	%

	$	25,122		100.0	%	$	24,123		100.0	%

Index

Our total revenue increased 4.1%. Revenue from our EFT platform products and services increased 6.7% but was offset by a decrease in revenue from our other products. Revenue from those other products that consist of Mail Express, WAFS, CuteFTP, and TappIn decreased to comprising 4.9% of our total revenue. These trends were in line with our expectations in light of our announcement in mid-2016 that our focus would be on our EFT platform products. At the same time, we announced that while we would continue selling our other products, we would de-emphasize those products in the future, not expend future significant product development and engineering resources to enhance those products, and not dedicate significant future sales and marketing activities to them. We intend to maintain our focus on our EFT platform for the foreseeable future such that we expect to see a continuing decline in revenue from our products other than those that are part of the EFT platform.

EFT Platform Products

License revenue from our EFT platform products decreased 3.2%. During the latter half of 2017, we were transitioning to new leadership of our sales team as a result of certain of our personnel being involved in improper arrangements with customers that have been the subject of the investigation by the Audit Committee of the Board of Directors that we first announced in August 2017. This transition caused a temporary loss in sales momentum while this new leadership became familiar with our existing sales programs and began to design and implement new and enhanced initiatives.

To improve our ability to successfully sell existing EFT platform products as well as new products produced by our software engineering team, we continued to make and will continue to make ongoing changes in sales and marketing personnel and activities including:

·	Increasing sales staffing and capabilities as needed to address our markets.

·	Aligning our sales group to enhance its industry and geographic focus.

·	Implementing new sales and marketing campaigns.

·	Evolving our lead generation programs to increase our sales staff’s exposure to potential purchasers.

·	Enhancing our support of channel partners and engaging them to sell our products through training, orientation and marketing programs.

The 17% increase in M&S revenue from our EFT platform products was due to:

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 result from our programs designed to provide high-quality and responsive M&S services to our customers.

Our professional services revenue decreased $455,000 which is a decrease of 22% in that revenue line item and a decrease of less than two percent of our total revenue. This decrease was partially a result of the overall decreased license revenue from our EFT platform since there generally is a direct relationship between the licenses our customers purchase and their need for professional services. In addition, subsequent to the 2016 nine months, we worked down our backlog of professional services which we did not fully replace with the same level of new engagements primarily because we did not complete as many large EFT platform sales during the 2017 nine months which are the type of sales that tend to drive the demand for professional services.

Index

We typically experience a high renewal rate for M&S services for our enterprise products so long as a customer continues using the licensed product they purchased from us. As a result, growing license revenue not only contributes to increasing revenue growth at the time the license is sold but also provides a foundation for future recurring revenue as the purchasers of our licensed products continually renew M&S contracts to support their ongoing product support needs. This pattern of activity can create a cumulative effect for M&S renewals as a result of the cumulative number of licensed software installations sold over multiple years that create M&S renewals in any single year predictably (and in line with our expectations) exceeding the number of new software licenses we sell in a single year. We expect this cumulative effect to continue to grow if we continue to increase enterprise software license revenue in future periods.

Other Products

In mid-2016, we announced that our focus would be on our EFT platform products. At the same time, we announced that while we would continue selling our Mail Express, WAFS, CuteFTP, and TappIn products that collectively constitute less than 10% of our total revenue, in the future we would de-emphasize these stand-alone products that are not part of our EFT platform. Accordingly, during the second half of 2016, we curtailed our product development and engineering resources for these products and significantly reduced our sales and marketing activities supporting them. As a result, our license and M&S revenue from those products collectively declined 29% in the 2017 nine months compared to the 2016 nine months. Our future focus will be on our EFT platform such that we expect to see a continuing decline in revenue from these other products although we do expect them to continue to produce a modest contribution margin that contributes to our future profitability.

Cost of license revenue consists primarily of:

·	Amortization of capitalized software development costs we incur when producing our software products. This 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 2% and as a percent of software license revenue was 29% in the 2017 nine months and 27% in the 2016 nine months. These changes were primarily due:

A decrease in royalties we pay to third-parties to use their technology for certain components of our products. The amount of royalties we pay relative to our aggregate revenue fluctuates based on the mix of products we sell. During the 2017 nine months, more of the products we sold were not subject to a royalty payment than was the case during the 2016 nine months. This product mix will cause the cost of software license revenue to ebb and flow based upon our customers’ unique demands such that we do not view this decrease in royalties as unusual or indicative of a long-term trend.

·	A decrease in expenses related to two non-recurring engineering projects during the 2016 nine months that were not repeated in the 2017 nine months.

Offset by:

·	An increase in hosting fees paid to third parties to support the delivery of our EFT Cloud SaaS products.

·	An increase in the amortization of capitalized software development costs due to the release of new features that are now being amortized.

Cost of M&S revenue as a percent of M&S revenue was substantially unchanged. Cost of revenue for M&S in absolute dollars increased by 23% due to an increase in M&S revenue. The cost of delivering M&S can vary slightly up or down from period-to-period, but we believe such changes are typically not indicative of long term trends or permanent changes in our cost of delivering M&S. Our gross margin on these services generally remains greater than 90% as a result of a consistent application of our customer support delivery protocols and practices.

Index

Cost of professional services revenue as a percent of that revenue was ~~51%~~68% in the 2017 ~~quarter~~nine months as compared to ~~66%~~60% in the 2016 ~~quarter.~~nine 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. In addition, during the second half of 2016, we undertook a refinement of our professional services organization and the manner in which we manage and deliver these services which resulted in more efficient processes from which we began to realize the cost benefit in 2017. ~~Cost~~Also, we incurred a one-time charge in the 2017 nine months related to extending the time allowed to exercise certain stock options to some of our former employees. Because the cost of revenue for professional services is highly variable relative to our revenue from our services, this cost in absolute dollars decreased ~~11%~~12% due to a decrease in our professional services revenue for the reasons discussed above.

Sales and Marketing. We believe it most 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 ~~40%~~38% of total revenue for the 2017 ~~quarter~~nine months compared to ~~41%~~36% of total revenue for the 2016 ~~quarter.~~nine months. In absolute dollars these expenses increased 9%. These variations were primarily due to:

·	Increasing the size of our sales, marketing and product strategy teams and increased compensation rates due to competitive demands in the marketplace.

·	~~Increasing~~Increased marketing activities related to competitive intelligence and channel development.

·	~~An increase in revenue which resulted in a higher absolute dollar amount of~~Increased sales ~~commissions paid to employees although the commission rate as a percent of sales did not change materially.~~lead generation activities.

General and Administrative. These expenses ~~were substantially unchanged between periods. This consistent outcome was a result of our ongoing programs to manage these expenses.~~increased 22% primarily due to:

·	Increased professional fees and related expenses associated with the previously disclosed internal investigation, the restatement of certain of our consolidated financial statements and related litigation.

·	Increased salaries and share-based compensation expense.

Offset by:

·	A decrease in severance expense as a result of the 2016 nine months including severance expense related to the resignation of our chief executive officer during the second fiscal quarter of 2016, which is an expense we did not incur in the 2017 nine months.

A decrease in bad debt expense as a result of an enhanced review of our accounts receivable during the 2016 nine months resulting in an increased write-off of accounts receivable in that period for which there was not a similar event during the 2017 nine months due to an improvement in our collections of accounts receivable.

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

	Three Months Ended March 31,				Nine Months Ended September 30,
	2017		2016		2017		2016
R&D expenditures expensed	$	738	$	627	$	2,530	$	1,750
R&D expenditures capitalized		462		488		1,464		1,298
Total R&D expenditures (non-GAAP measurement)	$	1,200	$	1,115	$	3,994	$	3,048

Our R&D expenditures expensed increased 45% and our R&D expenditures capitalized increased 13%. These results were due to our planned, continued increase in our capacity to develop new products as well as maintain our existing products and research technologies available from third-parties. We did this through a combination of increasing our engineering headcount and engaging additional third-party resources on a flexible basis as needed.

3946

Index

Total R&D expenditures increased 8% primarily due to a planned increase in our software engineering headcount offset by a decrease in the cost of third-party software developers as a result of our efforts during 2016 to reduce our reliance on those outsourced services. Our R&D expense increased 18% as we continued our enhanced focus on our EFT platform and its installed customer base to ensure the products those customers are using remain optimized to meet their needs. Our R&D capitalized decreased 5% primarily due to those amounts in the 2016 quarter including higher cost, outsourced engineering work on products other than those that are part of our EFT platform which is work that did not occur in the 2017 quarter as a result of our focus on the development of our EFT platform primarily using our in-house personnel.

Total resources expended for R&D ~~set~~(set forth above as total R&D ~~expenditures~~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 cost individually.

Other Income. Other income consists primarily of interest income earned on certificates of deposit. The increase in this amount was due primarily to enhanced investment of our cash beginning in the second half of 2016 to earn a higher rate of interest.

Income Taxes. Our effective tax rate was ~~30%~~36% for the 2017 ~~quarter~~nine months and ~~31%~~35% for the 2016 ~~quarter.~~nine months. These rates differed from a federal statutory tax rate of 34% primarily due to:

·	The domestic production activities deduction and the research and development credit that are tax credit incentives that serve 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.

Offset by:

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

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

~~Index~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have not utilized derivative financial instruments or derivative commodity instruments. We do not expect to employ these or other strategies to hedge market risk in the foreseeable future. We may invest our cash in money market funds which are subject to minimal credit and market risk. We believe that the interest rate risk and other relevant market risks associated with these financial instruments are immaterial.

During the 2017 ~~quarter~~ and 2016 quarter and the 2017 and 2016 nine months, we earned approximately 14% respectively, of our revenue from a single ~~third party~~third-party channel distributor who purchases products from us and resells them to their customers. Approximately ~~16%~~15% of our accounts receivable as of ~~March 31,~~September 30, 2017 were due from this distributor. We have since received payment for substantially all of these accounts receivable.

We earned approximately ~~22%~~30% and ~~27%~~17% of our revenue from customers outside the United States during the 2017 quarter and the 2016 quarter, respectively, and 26% and 22% for the 2017 nine months and 2016 nine months, respectively. We receive all revenue in U.S. dollars, so we have no material exchange rate risk with regard to our sales. We charge Value Added Taxes to our non-business customers in the European Union. We remit these taxes periodically in pound sterling. The impact of this currency translation has not been material to our business.

Item 4. Controls and Procedures

AsEvaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the ~~end of~~Exchange Act is recorded, processed, summarized and reported within the ~~period covered by this report,~~time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, ~~carried out an~~as appropriate, to allow timely decisions regarding required disclosure.

Index

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met. No evaluation of controls can provide absolute assurance that the ~~effectiveness~~system of ~~GlobalSCAPE’s “disclosure~~controls has operated effectively in all cases. Our disclosure controls and ~~procedures” (as defined in~~procedures are designed to provide reasonable assurance that the ~~Securities Exchange Act~~objectives of ~~1934 Rules 13a-15(e)~~disclosure controls and ~~15d-15(e))~~procedures are met.

Our management, including our President and Chief Executive Officer and our Interim Chief Financial Officer, evaluated our disclosure controls and procedures and concluded that ~~the~~our disclosure controls and procedures were ~~effective.~~not effective as of September 30, 2017 to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

~~There were no changes~~Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. In connection with our management’s assessment of our internal control over financial reporting, our management has identified the following deficiencies that constituted individually, or in the aggregate, material weaknesses in our internal controls over financial reporting as of September 30, 2017.

We had material weaknesses in our control environment and monitoring:

·	We did not implement effective oversight of our finance and accounting processes (including organizational structure and reporting hierarchy), which impacted our ability to make appropriate decisions regarding revenue recognition.

·	We did not effectively design and implement appropriate oversight controls over our period-end financial closing and reporting processes, and our review controls were not sufficient to ensure that errors regarding revenue recognition would be detected.

·	We did not effectively monitor (review, evaluate and assess) the risks associated with key internal control activities that provide the revenue information contained in our financial statements.

We had material weaknesses related to internal control monitoring and activities to support the financial reporting process:

·	We did not maintain effective controls over the invoicing process to ensure that proper supporting documentation was received prior to preparing invoices.

·	We did not maintain effective controls over the revenue recognition process to ensure revenue was only recognized when all four criteria of our revenue recognition policy were met.

Changes in Internal Control Over Financial Reporting

With the exception of the remediation efforts described below, there has been no change in our internal control over financial reporting that occurred during the ~~three months ended March 31, 2017,~~quarterly period covered by this report and during the subsequent time period through the filing of this Form 10-Q that ~~have~~ materially affected, or ~~are~~is reasonably likely to materially affect, our internal control over financial reporting.

We designed a remediation plan to strengthen our internal control over financial reporting and haven taken, and will continue to take, remediation steps to address the material weaknesses described above. We also continue to take meaningful steps to enhance our disclosure controls and procedures and our internal controls over financial reporting.

4148

Index

Our remediation plan includes the following:

Clearly defining and communicating the management-approved, standard terms and conditions that may be offered to customers during the sales process and requiring appropriate management approval of requested deviations from these standard terms and conditions before a sale is consummated with a customer and a sales invoice is created.

·	Creating and implementing a policy clearly stating that all terms and conditions of agreements with customers are to be recorded in writing, communicated to finance and accounting personnel, and recorded in our permanent records prior to the creation of a sales invoice.

·	Conducting periodic training sessions and briefings to communicate our policies and procedures regarding our standard terms and conditions that we offer to customers and how we document and communicate approved deviations from those standard terms and conditions.

·	Enhancing the breadth and depth of the review by finance and accounting personnel of sales invoices and underlying supporting documentation to ensure that unusual items are identified and considered when determining revenue recognition.

·	Establishing a total invoice dollar amount threshold over which finance and accounting personnel must examine all actual invoices and supporting documentation to confirm the purchase by the customer and the appropriate revenue recognition profile.

·	Publishing guidelines that personnel can reference which set forth the requirements to be met for revenue to be recognized from a sale transaction and conducting periodic meetings with personnel to educate and remind them of these guidelines.

Our management is implementing and monitoring the effectiveness of these and other processes, procedures and controls and will make any further changes deemed appropriate. Our management believes the foregoing remedial efforts will effectively remediate the material weaknesses. As the Company continues to evaluate and work to improve its internal control over financial reporting, our management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above. If not remediated, these control deficiencies could result in further material misstatements to the Company’s consolidated financial statements.

Index

Part II. Other Information

Item 1. Legal Proceedings

~~GlobalSCAPE had been named as one~~The information set forth under “Note 12 – Commitments and Contingencies – Legal and Regulatory Matters” to the condensed consolidated financial statements included in Part I, Item 1 of ~~a number of defendants in a patent infringement suit filed~~this Form 10-Q is incorporated herein by Digital Reg of Texas, LLC in the United States District Court for the Eastern District of Texas, Tyler Division. The complaint alleged that we infringed on a patent that regulates access to digital content. In February 2017, we settled this matter for an amount that was immaterial to our financial position and results of operations.reference.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2016 Form ~~10-K~~10-K/A filed with the Securities and Exchange Commission on ~~March 27, 2017.~~June 14, 2018. These risk factors could materially affect our business, financial condition or future results, but they are not the only risks facing GlobalSCAPE. 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 6. Exhibits

(a)

Exhibits

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

	31.2	Certification by Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	3232.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	101	Interactive Data File.

4250

Index

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 26, 2017~~June 14, 2018	By:	/s/ ~~James W. Albrecht, Jr.~~Karen J. Young
Date		~~James W. Albrecht, Jr.~~Karen J. Young
		Interim Chief Financial Officer

(Mark One)
☒	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~
	~~For the quarterly period ended March 31, 2017~~
	or
☐	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~
	~~For the transition period from ____________________ to ____________________.~~

Delaware		74-2785449
(State or ~~other jurisdiction~~Other Jurisdiction of ~~incorporation~~Incorporation or ~~organization)~~Organization		(I.R.S. Employer Identification No.)

4500 Lockhill-Selma, Suite 150
San Antonio, Texas		78249
(Address of Principal Executive ~~Office)~~Offices		(Zip ~~Code)~~Code

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ ~~(Do~~(Do not check if a smaller reporting company)	Smaller reporting company ☒
Emerging growth company ☐

	Three Months Ended March 31,
	2017		2016
Dividend per share of common stock	$	0.015	$	0.015
Dividend record date	February 23, 2017		February 23, 2016
Dividend payment date	March 8, 2017		March 8, 2016


		Page

Part I.	Financial Information

Item 1.	Financial Statements	53
	Condensed Consolidated Balance Sheets	53
	Condensed Consolidated Statements of Operations and Comprehensive Income	64
	Condensed Consolidated Statements of Cash Flows	75
	Notes to Condensed Consolidated Financial Statements	86

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2527

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4147

Item 4.	Controls and Procedures	4147

Part II.	Other Information	42

Item 1.	Legal Proceedings	4250

~~Item1A~~Item 1A.	Risk Factors	4250

Item 6.	Exhibits	4250

Signatures		4351

	For the Three Months Ended March 31,
	2017			2016
Operating Activities:
Net income	$	751		$	392
Items not involving cash at the time they are recorded in the statement of operations:
Provision for sales returns and doubtful accounts receivable		11			43
Depreciation and amortization		541			501
Share-based compensation		324			222
Deferred taxes		(248	)		(19	)
Excess tax benefit from share-based compensation		-			(3	)
Subtotal before changes in operating assets and liabilities		1,379			1,136
Changes in operating assets and liabilities:
Accounts receivable		1,454			916
Prepaid expenses		29			34
Deferred revenue		(1,123	)		(416	)
Accounts payable		(219	)		(350	)
Accrued expenses		92			(272	)
Other assets		181			22
Accrued interest receivable		(63	)		(16	)
Other long-term liabilities		16			3
Income tax receivable and payable		643			150
Net cash provided by operating activities		2,389			1,207
Investing Activities:
Software development costs capitalized		(462	)		(488	)
Purchase of property and equipment		(188	)		(90	)
Net cash (used in) investing activities		(650	)		(578	)
Financing Activities:
Proceeds from exercise of stock options		90			122
Excess tax benefit from share-based compensation		-			3
Dividends paid		(324	)		(315	)
Net cash (used in) financing activities		(234	)		(190	)

Net increase in cash		1,505			439
Cash at beginning of period		8,895			15,885
Cash at end of period	$	10,400		$	16,324

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	15		$	22

Condensed Consolidated Statement of Operations and Comprehensive Income
(in thousands, except per share amounts)

	For the Three Months Ended March 31, 2016
			Revision Related To
	As Previously Reported		Change in Method of Deferred Revenue Amortization			Reclassification of Sales Engineer Expenses			Reclassification of Professional Service Revenue			As Revised

Operating revenues:
Software licenses	$	2,299										$	2,299
Maintenance and support		4,497		(23	)					(28	)		4,446
Professional services		614								28			642
Total revenues		7,410		(23	)		-						7,387
Costs of revenues
Software licenses		630											630
Maintenance and support		394											394
Professional services		569					(147	)					422
Total costs of revenues		1,593		-			(147	)					1,446
Gross Profit		5,817		(23	)		147						5,941
Operating expenses
Sales and marketing		2,901					147						3,048
General and administrative		1,733											1,733
Research and development		627											627
Total operating expenses		5,261		-			147						5,408
Income from operations		556		(23	)		-						533
Other income (expense), net		33											33
Income before income taxes		589		(23	)		-						566
Income tax expense		182		(8	)		-						174
Net income	$	407	$	(15	)	$	-					$	392
Comprehensive income	$	407	$	(15	)							$	392
Comprehensive income	$	407	$	(15	)	$	-					$	392

Net income per common share - basic	$	0.02	$	-		$	-					$	0.02

Net income per common share - diluted	$	0.02	$	-		$	-					$	0.02

Condensed Consolidated Balance Sheets
(in thousands)

	As of March 31, 2016
				Revision Related To
	As Previously Reported			Change in Method of Deferred Revenue Amortization			Change in Method of Recording M&S Billings			Change in Classification of Reserve for Uncertain Tax Position			As Revised
Assets
Current assets:
Cash and cash equivalents	$	16,324											$	16,324
Short term investments		3,270												3,270
Accounts receivable, net		5,340					$	(423	)					4,917
Federal income tax receivable		35		$	362									397
Prepaid and other expenses		477												477

Total current assets		25,446			362			(423	)		-			25,385

Long term investments
Property and equipment, net		517												517
Capitalized software development costs, net		4,040												4,040
Goodwill		12,712												12,712
Deferred tax asset, net		959												959
Other assets		38												38

Total assets	$	43,712		$	362		$	(423	)	$	-		$	43,651

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		489												489
Accrued expenses		1,621												1,621
Deferred revenue		11,672			(29	)		347						11,990
Income taxes payable		34			62						(96	)		-

Total current liabilities		13,816			33			347			(96	)		14,100

Deferred revenue, non-current portion		3,718			68			76						3,862
Other long term liabilities		41									96			137

Stockholders' Equity:
Preferred stock		-												-
Common stock		21												21
Additional paid-in capital		19,930												19,930
Treasury stock		(1,452	)											(1,452	)
Retained earnings		7,638			(585	)								7,053
Total stockholders’ equity		26,137			(585	)								25,552

Total liabilities and stockholders’ equity	$	43,712		$	(484	)	$	423		$	-		$	43,651

Future amortization expense:
Nine months ending December 31, 2017		1,116
Year ending December 31,
2018		856
2019		216
2020		-
Total	$	2,188

As of March 31, 2017
				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
$	0.85 - $1.43		87,100		3.32	$	1.07		87,100	$	1.07
$	1.47 - $2.32		459,745		4.64	$	1.83		458,385	$	1.83
$	2.34 - $3.52		1,144,680		8.03	$	3.22		525,179	$	3.02
$	3.53 - $4.25		1,239,900		8.50	$	3.76		174,550	$	4.05
Total options			2,931,425						1,245,214

	Three Months Ending March 31,
	2017			2016

Revenue	$	8,317		$	7,387

Products and services sold for which we will recognize revenue at a future date when the goods and services are delivered to and accepted by the customer		2,218			1,773

Products and services delivered to and accepted by the customer for which revenue recognition had been deferred in the past at the time of booking		(6,643	)		(5,534	)

Bookings	$	3,892		$	3,626

	Three Months Ended
	March 31, 2016

Bookings as previously reported		$	7,779

M&S renewals and M&S to be delivered beyond one year in the future not part of bookings			(4,153	)

Bookings as now reported		$	3,626

	Amounts Due for the Period
	Nine Months Ending December 31,		Fiscal Years
	2017		2018 - 2019		2019 - 2020		Thereafter		Total

Operating leases	$	270	$	480	$	-	$	-	$	750