8-K

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) May 2, 2007

Smith Micro Software, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-26536	33-0029027
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
51 Columbia, Suite 200, Aliso Viejo, California		92656
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (949) 362-5800

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 4d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Index to Exhibits
EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition.

On May 2, 2007, the Registrant issued a press release announcing its financial results for the quarter ended March 31, 2007. A copy of the press release is hereby furnished to the Commission as Exhibit 99.1 and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

9.01(c) Exhibits.

     99.1 Press Release issued May 2, 2007, reporting Registrant’s financial results for the quarter ended March 31, 2007, furnished pursuant to Item 2.02.

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.

	SMITH MICRO SOFTWARE, INC.
	(Registrant)
May 2, 2007	By:	/s/ Andrew C. Schmidt
Date	Name:	Andrew C. Schmidt
	Title:	Chief Financial Officer

Index to Exhibits

Exhibit Number	Exhibit
99.1	Press Release issued May 2, 2007.

EX-99.1

EXHIBIT 99.1

AT THE COMPANY:	IR INQUIRIES:
Bruce T. Quigley	Charles Messman, Todd Kehrli
Vice President of Corporate Development and	MKR Group
Investor Relations	323-468-2300
949-362-5800	ir@mkr-group.com
bquigley@smithmicro.com

SMITH MICRO SOFTWARE REPORTS FIRST QUARTER 2007 RESULTS
First Quarter Y-O-Y Revenues Increased 79% to $17.7 million
Pro Forma Y-O-Y Net Income Increased 113% to $6.2 million, or $0.20 per share

Aliso Viejo, Calif., May 2, 2007 — Smith Micro Software, Inc. (NASDAQ: SMSI), a developer and marketer of a wide range of software solutions for the wireless market, today reported its 2007 first quarter financial results.

First Quarter 2007 Key Financial Results:

• Revenue increased to $17.7 million, up 79% year-over-year.

• Pro forma net income was $6.2 million, up 113% over the same period last year.

• Pro forma earnings of $0.20 per diluted shares on 30.7 million shares, compared to $0.12 per diluted share on 24.3 million shares for the first quarter of 2006

• Cash and cash equivalents were $94.0 million, up from $92.6 million reported at December 31, 2006

Financial Discussion:

“The first quarter was marked by continued execution on many key objectives for the Company,” said William W. Smith, Jr., President and CEO of Smith Micro Software, Inc. “We made significant progress with our business case within our Multimedia business segment by signing both IUSACELL, one of Mexico’s leading technology mobile operators, and one of the largest domestic wireless carriers, Sprint, for our solution to drive its new music data plan. We see these new relationships as a significant step in the Company’s commitment to broaden and diversify our customer base.

Smith Micro 2007 First Quarter Financial Results Page 2 of 8

Within our Multimedia business segment, we also launched our upgraded QuickLink Media solution, an intuitive, all-in-one solution that significantly expands our market reach. Our Sales pipeline remains strong and we continue to expect to sign on other new wireless carriers in 2007.”

Mr. Smith continued, “We also reached a milestone for the company in announcing joint development with Kyocera Wireless in evaluating Smith Micro’s StuffIt Wireless resource compression solution for selected Kyocera mobil phones slated for release in 2008. We believe our solution is uniquely attractive as it provides the handset manufacturer a strong return on investment, while providing the end users an enhanced experience. We continue to have discussions with several other large handset manufacturers and look to announce additional wins in the future.”

Mr. Smith concluded, “We are pleased that our QuickLink Mobile solution had another strong quarter, and we see market trends favoring continued growth in this area as the CDMA carriers roll out the EVDO-REV A service, and the GSM carriers move to HSDPA. Overall, we are exited about the progress Smith Micro has made at the start of a new year and we look forward to a successful 2007 as we continue to expand our portfolio of solutions through acquisitions and new organic technology developments. We expect to expand and diversify our customer base, pursue new markets opportunities, and continue to build upon our leadership position in the wireless software space.”

Smith Micro reported record net revenue of $17.7 million for the first quarter ended March 31, 2007, a 79% increase when compared to the $9.9 million reported in the first quarter of 2006.

Pro forma net income (which excludes amortization of intangible assets associated with acquisitions, stock compensation related expenses and non-cash tax expense) for the first quarter was $6.2 million, or $0.20 per diluted share, compared to pro forma net income of $2.9 million or $0.12 per diluted share for the first quarter of 2006. Fully diluted shares outstanding as of March 31, 2007 increased to 30.7 million as compared to 24.3 million shares outstanding as of March 31, 2006.

On a GAAP basis, which includes amortization of acquisition intangibles, stock compensation and non-cash tax expense, the Company earned $0.06 per diluted share for the first quarter of 2007, compared to $0.07 per diluted share for the first quarter of 2006.

Smith Micro 2007 First Quarter Financial Results Page 3 of 8

Total cash and equivalents at March 31, 2007 increased to $94.0 million, compared to $92.6 million at December 31, 2006.

The Company uses a pro forma reconciliation of its condensed consolidated statements of income in the presentation of financial results in this press release. Management believes that this presentation may be more meaningful in analyzing our results of operations and income generation, since amortization of intangibles from acquisitions, amortization of deferred stock-based compensation and impairment gains and losses on investments, and non-cash tax expense are excluded from the pro forma earnings calculation. This presentation may be considered more indicative of our ongoing operational performance. The tables below present the differences between pro forma earnings and net income on an absolute and per share basis.

Investor Conference Call
Smith Micro will hold an investor conference call to discuss the company’s first quarter results at 4:30 p.m. Eastern time today, May 2, 2007. The call can be accessed by dialing (800) 218-0204 and giving the pass code “SMSI.” Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. In addition, the conference call will be available over the Internet at www.smithmicro.com in the Investor Relations section.

About Smith Micro Software:
Smith Micro Software, Inc., headquartered in Aliso Viejo, CA, is a developer and marketer of wireless communications and utility software products for multiple OS platforms. The company designs easy-to-use software for personal computing and business solutions around the world. With a focus on wireless and broadband technologies and the Internet, the company’s products and services enable wireless communications, file and image compression, and digital image and music management. In addition, Smith Micro develops and publishes award-winning software solutions for Windows and Macintosh, empowering users in the areas of information access, removal, recovery, security, and Internet distribution. Smith Micro’s leading brands are QuickLink^®, StuffIt^®, CheckIt^®, Internet Cleanup™ and Spring Cleaning^®. Smith Micro’s complete line of products is available through retail stores, Value-Added Resellers (VARs), Smith Micro’s consumer, enterprise, wireless OEM sales groups and the company’s websites. Smith Micro’s common stock trades on the NASDAQ Global Market^® under the symbol SMSI.

Smith Micro 2007 First Quarter Financial Results Page 4 of 8

Safe Harbor Statement: This release may contain forward-looking statements that involve risks and uncertainties including, without limitation, forward-looking statements relating to the company’s financial prospects and projections, the company’s ability to increase its business, and the anticipated timing and financial performance of new products and potential acquisitions. Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are new and changing technologies, customer acceptance of those technologies, fluctuations or cancellations in orders from customers, new and continuing adverse economic conditions, and the company’s ability to compete effectively with other software companies. These and other factors discussed in the company’s filings with the Securities and Exchange Commission, including its filings on Forms 10-K and 10-Q, could cause actual results to differ materially from those presented in any forward-looking statements. Smith Micro assumes no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.

Smith Micro and the Smith Micro logo are trademarks or registered trademarks of Smith Micro Software, Inc. All other trademarks and product names are the property of their respective companies.

Note: Financial Schedules Attached

Smith Micro 2007 First Quarter Financial Results Page 5 of 8

Smith Micro Software, Inc.
Pro-forma Statement of Operations for the Three Months Ended March 31, 2007
(results exclude amortization of intangibles associated with the acquisitions of
Allume Systems, Inc. PhoTags, Inc. and Ecutel Systems, Inc. as well as
stock based compensation and non-cash income tax expense)
(in thousands, except per share amounts)

			Unaudited
	Per GAAP		Adjustments			Proforma
Net Revenues	$	17,667	$	—		$	17,667
Cost of Revenues		5,679		(312	)		5,367
Gross Profit		11,988		312			12,300
OPERATING EXPENSES
Selling & Marketing		3,459		(1,129	)		2,330
Research & Development		2,723		(454	)		2,269
General & Administrative		3,595		(1,199	)		2,396
Total Operating Expenses		9,777		(2,782	)		6,995
Operating Income		2,211		3,094			5,305
Interest Income		1,226					1,226
Income Before Income Taxes		3,437		3,094			6,531
Income Tax Expense		1,595		(1,269	)		326
Net Income	$	1,842	$	4,363		$	6,205
Income Per Share, Basic	$	0.06				$	0.21
Weighted Average Shares Outstanding, Basic		29,051					29,051
Income Per Share, Diluted	$	0.06				$	0.20
Weighted Average Shares Outstanding, Diluted		30,684					30,684

Smith Micro 2007 First Quarter Financial Results Page 6 of 8

Smith Micro Software, Inc.
Pro-forma Statement of Operations for the Three Months Ended March 31, 2006
(results exclude amortization of intangibles associated with the acquisition of
Allume Systems, Inc. and stock based compensation expenses)
(in thousands, except per share amounts)

			Unaudited
	Per GAAP		Adjustments			Proforma
Net Revenues	$	9,885	$	—		$	9,885
Cost of Revenues		3,299		(273	)		3,026
Gross Profit		6,586		273			6,859
OPERATING EXPENSES
Selling & Marketing		1,873		(349	)		1,524
Research & Development		1,677		(251	)		1,426
General & Administrative		1,409		(224	)		1,185
Total Operating Expenses		4,959		(824	)		4,135
Operating Income		1,627		1,097			2,724
Interest Income		224					224
Income Before Income Taxes		1,851		1,097			2,948
Income Tax Expense		39					39
Net Income	$	1,812	$	1,097		$	2,909
Income Per Share, Basic	$	0.08				$	0.13
Weighted Average Shares Outstanding, Basic		22,303					22,303
Income Per Share, Diluted	$	0.07				$	0.12
Weighted Average Shares Outstanding, Diluted		24,284					24,284

Smith Micro 2007 First Quarter Financial Results Page 7 of 8

Smith Micro Software, Inc.
Statement of Operations for the Three Months Ended March 31, 2007 and 2006
(in thousands, except per share amounts)

	Unaudited
	2007		2006
Net Revenues	$	17,667	$	9,885
Cost of Revenues		5,679		3,299
Gross Profit		11,988		6,586
OPERATING EXPENSES
Selling & Marketing		3,459		1,873
Research & Development		2,723		1,677
General & Administrative		3,595		1,409
Total Operating Expenses		9,777		4,959
Operating Income		2,211		1,627
Interest Income		1,226		224
Income Before Income Taxes		3,437		1,851
Income Tax Expense		1,595		39
Net Income	$	1,842	$	1,812
Income Per Share, Basic	$	0.06	$	0.08
Weighted Average Shares Outstanding, Basic		29,051		22,303
Income Per Share, Diluted	$	0.06	$	0.07
Weighted Average Shares Outstanding, Diluted		30,684		24,284

Smith Micro 2007 First Quarter Financial Results Page 8 of 8

Smith Micro Software, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

	March 31,			December 31,
	2007			2006
	(unaudited)
ASSETS
Current Assets:
Cash & Cash Equivalents	$	94,046		$	92,564
Accounts Receivable, (Net)		9,095			9,828
Income Taxes Receivable		122			122
Deferred Tax Asset		90			90
Inventory		622			857
Prepaid & Other Assets		640			308
Total Current Assets		104,615			103,769
Equipment & Improvements, Net		505			417
Deferred Tax Asset		6,191			7,786
Goodwill		24,501			15,266
Intangible Assets, Net		6,149			3,788
TOTAL ASSETS	$	141,961		$	131,026
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	2,294		$	2,941
Accrued Liabilities		2,990			2,028
Total Current Liabilities		5,284			4,969
Common Stock		30			28
Additional Paid In Capital		137,794			129,018
Accumulated Deficit		(1,147	)		(2,989	)
Total Stockholders’ Equity		136,677			126,057
TOTAL LIABILITIES & EQUITY	$	141,961		$	131,026

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