Globalscape Inc - Current report filing (8-K)
18 Août 2008 - 11:13PM
Edgar (US Regulatory)
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
August 15,
2008
Date of Report
(Date of earliest event reported)
GlobalSCAPE, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
|
|
001-33601
|
|
74-2785449
|
(State or other
jurisdiction
of incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification
No.)
|
4500
Lockhill-Selma, Suite 150
San
Antonio, Texas 78249
(210)
308-8267
(Address of
principal executive offices and Registrants telephone number, including area
code)
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):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 4.02(a).
Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report of Completed Interim
Review
On August 15, 2008,
in connection with the Companys quarter-end accounting procedures, after
consultation with the Companys independent registered public accounting firm,
management and the Companys Board of Directors determined that there were
errors in the calculation of deferred taxes for the year ended December 31,
2007 and for the quarter ended March 31, 2008. The errors were caused by
the
Companys failure to accurately identify incentive stock options and track the
sales of stock by its employees who had exercised options and subsequently sold
shares of the Companys common stock;
and the
Companys failure to calculate deferred taxes on identified intangible assets
acquired as part of the 2006 purchase of Availl, Inc.
The errors have been corrected.
The Board of Directors has discussed the matters
disclosed in this Report with the Companys independent registered public
accounting firm, PMB Helin Donavan, LLP.
Accordingly, the audited
consolidated financial statements contained in the Companys Annual Report on Form 10-K
for the year ended December 31, 2007 and for the quarter ended March 31,
2008 should not be relied upon. The Company intends to effect the restatement
through filing an amended Annual Report on Form 10-K for the year ended December 31,
2007 and an amended Quarterly Report on Form 10-Q for the quarter ended March 31,
2008.
For the year ended December 31,
2007, the Company mistakenly calculated deferred taxes on stock based
compensation related to non qualified stock options. Subsequently it was determined that these
options should be classified as incentive stock options and deferred taxes
should not have been calculated until the employee exercised the option and
then subsequently sold the stock. The
Company also mistakenly did not calculate the financial impact when employees
actually sold the stock. In addition,
the Company mistakenly did not calculate deferred taxes on identified
intangible assets acquired as part of the Availl, Inc. purchase in
2006. The correction of the errors
resulted in a net increase in assets, the creation of a deferred tax liability,
a net increase in equity on the balance sheet and an increase in the income tax
provision on the income statement. The
following table summarizes the impact of the restatement for the year ended December 31,
2007:
|
|
As
Reported
|
|
Adjustments
|
|
As
Restated
|
|
2007 Summary Balance Sheet
|
|
|
|
|
|
|
|
Current Assets
|
|
7,658,044
|
|
817,343
|
|
8,475,387
|
|
Property and equipment (net)
|
|
262,745
|
|
|
|
262,745
|
|
Goodwill
|
|
4,595,755
|
|
1,796,320
|
|
6,392,075
|
|
Deferred tax asset
|
|
440,632
|
|
(360,588
|
)
|
80,044
|
|
Other assets
|
|
5,151,607
|
|
|
|
5,151,607
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|
Total Assets
|
|
18,108,783
|
|
2,253,075
|
|
20,361,858
|
|
|
|
|
|
|
|
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|
Current Liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
329,817
|
|
|
|
329,817
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|
Accrued expenses
|
|
742,946
|
|
|
|
742,946
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|
Deferred revenue
|
|
2,329,117
|
|
|
|
2,329,117
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|
Total current liabilities
|
|
3,401,880
|
|
|
|
3,401,880
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|
Deferred tax liability
|
|
|
|
1,750,637
|
|
1,750,637
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|
Long-term liabilities
|
|
119,711
|
|
|
|
119,711
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|
Stockholders equity:
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
|
|
|
|
|
Common stock
|
|
17,432
|
|
|
|
17,432
|
|
Treasury stock
|
|
(527,398
|
)
|
|
|
(527,398
|
)
|
Additional paid in capital
|
|
7,981,620
|
|
782,680
|
|
8,764,300
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|
Retained earnings
|
|
7,115,538
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|
(280,242
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)
|
6,835,296
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|
Total liabilities and stockholders equity
|
|
18,108,783
|
|
2,253,075
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|
20,361,858
|
|
|
|
As
Reported
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|
Adjustments
|
|
As
Restated
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|
2007 Summary Consolidated Statement of Operations
|
|
|
|
|
|
|
|
Software Product Revenues
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14,826,197
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14,826,197
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Maintenance and support (net of deferred revenues)
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3,534,144
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3,534,144
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Total Revenues
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18,360,341
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|
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|
18,360,341
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Operating expenses:
|
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Cost of revenues (exclusive of depreciation and amortization shown
separately below)
|
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250,439
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250,439
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Selling, general and administrative expenses
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10,049,430
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|
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10,049,430
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Research and development expenses
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1,919,253
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1,919,253
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Depreciation and amortization
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279,573
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|
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|
279,573
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Total operating expenses
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12,498,695
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12,498,695
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Income from operations
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5,861,646
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5,861,646
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Other income (expense)
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63,549
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|
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63,549
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Income before income taxes
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5,925,195
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|
|
5,925,195
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Income tax provision
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2,002,686
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|
280,242
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|
2,282,928
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|
Net Income
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|
3,922,509
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|
(280,242
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)
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3,642,267
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|
|
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Basic per common share
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$
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0.23
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$
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0.21
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Diluted per common share
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$
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0.21
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$
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0.20
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2
For the quarter ended March 31,
2008, the Company did not timely identify the errors related to the 2007
financials that would affect the period ended March 31, 2008. The correction of the errors resulted in a
net increase in assets, the creation of a deferred tax liability and a net increase
in equity on the balance sheet. There
was no impact on the income statement.
The following table summarizes the impact of the restatement for the
quarter ended March 31, 2008:
|
|
As
Reported
|
|
Adjustments
|
|
As
Restated
|
|
Quarter ended March 31, 2008 Summary Balance Sheet
|
|
|
|
|
|
|
|
Current Assets
|
|
7,268,467
|
|
817,343
|
|
8,085,810
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|
Property and equipment (net)
|
|
361,616
|
|
|
|
361,616
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|
Goodwill
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4,595,755
|
|
1,796,320
|
|
6,392,075
|
|
Deferred tax asset
|
|
568,193
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|
(360,588
|
)
|
207,605
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Other assets
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5,017,245
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5,017,245
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Total Assets
|
|
17,811,276
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|
2,253,075
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|
20,064,351
|
|
|
|
|
|
|
|
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Current Liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
382,416
|
|
|
|
382,416
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|
Accrued expenses
|
|
672,502
|
|
|
|
672,502
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|
Federal income tax payable
|
|
159,222
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|
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|
159,222
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|
Deferred revenue
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|
2,377,593
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2,377,593
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|
Deferred compensation
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|
141,596
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|
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141,596
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|
Total current liabilities
|
|
3,733,329
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|
|
|
3,733,329
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Deferred tax liability
|
|
|
|
1,750,637
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|
1,750,637
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|
Long-term liabilities
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
|
|
|
|
|
Common stock
|
|
17,184
|
|
|
|
17,184
|
|
Treasury stock
|
|
(1,505,516
|
)
|
|
|
(1,505,516
|
)
|
Additional paid in capital
|
|
8,275,330
|
|
782,680
|
|
9,058,010
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|
Retained earnings
|
|
7,290,949
|
|
(280,242
|
)
|
7,010,707
|
|
Total liabilities and stockholders equity
|
|
17,811,276
|
|
2,253,075
|
|
20,064,351
|
|
As a result of the restatement of our December 31,
2007 and March 31, 2008 financial statements as disclosed in this Report,
our Chief Executive Officer and Principal Accounting Officer can no longer
conclude that after evaluating the effectiveness of our disclosure controls
and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
15d-15(e)) for the periods ended December 31, 2007 and March 31,
2008, that our disclosure controls and procedures relating to the calculation
of deferred taxes related to stock based compensation and purchased
identifiable intangible assets
were effective
to provide reasonable assurance that information we are required to disclose in
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Therefore, we will amend our assertion
regarding the effectiveness of our disclosure controls and procedures in our
Annual Report on Form 10-K for the year ended December 31, 2007 and
our Quarterly Report for the quarter ended March 31, 2008.
Similarly, our Quarterly Report on Form 10-Q for the quarter ended June 30,
2008 will reflect that at the end of the period, our disclosure controls and
procedures were not effective. As stated above, the cause of the problem
has been identified and corrected. The results of operations reported in
our Form 10-Q for the quarter ended June 30, 2008 will reflect the
corrections we have made regarding the calculation of deferred tax assets and
liabilities.
3
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
GLOBALSCAPE, INC.
|
|
|
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|
|
By:
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/s/ David L. Mann
|
|
|
David L. Mann,
President
|
|
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|
Dated: August 18,
2008
|
4
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