UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): January 29, 2020

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

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

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

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

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

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

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

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On January 29, 2020, GlobalSCAPE, Inc. (the “Company”) issued a press release announcing financial results for the Company’s fourth quarter and fiscal year ended December 31, 2019. A copy of the press release is furnished with this report as Exhibit 99.1. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Appointment of Chief Executive Officer

The Company announced that effective January 29, 2020 its Board of Directors named Robert Alpert, Chairman of the Board, as Chief Executive Officer. Mr. Alpert had been serving as Interim CEO since March 31, 2019. 

SIGNATURES

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

EXHIBIT INDEX

Exhibit 99.1

GlobalSCAPE, Inc. Reports Fiscal Fourth Quarter and Full Year 2019 Financial Results

Record Fourth Quarter Revenue and Profitability Cap Record Full Year Results

Board of Directors Names Robert Alpert CEO

SAN ANTONIO — January 29, 2020 — GlobalSCAPE, Inc. (NYSE American: GSB), a worldwide leader in the secure movement and integration of data, today announced financial results for its fiscal fourth quarter and year ended December 31, 2019.

Revenue for the fourth quarter of 2019 was $10.5 million, a 13% increase compared to $9.3 million for the fourth quarter of 2018. Revenue for 2019 totaled $40.3 million, an increase of 17% compared to revenue of $34.4 million for full year 2018. The Company’s topline performance represents the highest quarterly and annual revenue the Company has ever recorded.

Additionally, Robert Alpert, Chairman of the Board of Directors, was appointed Chief Executive Officer. He previously served as Interim CEO.

“I am honored to lead the GlobalSCAPE team as CEO and I’m thrilled with our fourth quarter and full year performance, as it caps a record setting year for the Company,” Alpert said. “By focusing on our clients, we fulfilled our mission to increase free cash flow and drive shareholder value. Not only did we demonstrate remarkable operational excellence, but we strengthened our market position as a leader in the managed file transfer (MFT) industry. In 2019, we developed the finest version of our flagship product which directly addresses privacy mandates such as the European Union’s General Data Protection Regulation (GDPR), Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), and the California Consumer Privacy Act (CCPA). Enhanced File Transfer™ (EFT) 2020, released on January 15, 2020, is the industry’s best enterprise managed file transfer solution. It uniquely addresses the shift occurring in our industry as privacy joins security as a framing element. We are well-positioned to grow the business in 2020.”

“One item investors should consider is that fourth quarter and full year financial results are affected by costs incurred related to December’s special dividend and a special company-wide bonus paid to all employees,” Alpert continued. For the fourth quarter, we reported $3.6 million in net income, $4.4 million in EBITDA and $0.19 in earnings per fully diluted share. When taking into account the costs previously mentioned, we would have reported $4.9 milllion in net income, $5.8 million in EBITDA and $0.26 in earnings per fully diluted share. For the full year ended 2019, the Company reported $13.3 million in net income, $19.7 million in EBITDA and $0.72 per fully diluted share in earnings. However, when taking into account the costs, we would have reported $15.0 million in net income, $21.6 million in EBITDA and $0.81 per fully diluted share in earnings.”

Fourth Quarter and Full Year 2019 Financial Highlights

Fourth Quarter Business Highlights

About Globalscape

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

Safe Harbor Statement

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

Use of Non-GAAP Measures 

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

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

GlobalSCAPE Investor Relations Contact:
ir@GlobalSCAPE.com

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