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 5, 2010

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

Item 2.02. Results of Operations and Financial Condition.

On May 5, 2010, the Registrant issued a press release announcing its financial results for the quarter ended March 31, 2010. 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(d) Exhibits.

99.1 Press Release issued May 5, 2010, reporting Registrant’s financial results for the quarter ended March 31, 2010, 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 5, 2010	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 5, 2010.

EX-99.1

Exhibit 99.1

AT THE COMPANY:	IR INQUIRIES:
Robert Elliott	Charles Messman, Todd Kehrli
Chief Marketing Officer	MKR Group
949-362-5800	323-468-2300
relliott@smithmicro.com	ir@mkr-group.com

SMITH MICRO SOFTWARE REPORTS RECORD 2010 FIRST QUARTER FINANCIAL RESULTS

Revenues Increase 26% to a Company Record $29.9 Million;
First Quarter EPS of $0.05 GAAP, $0.18 Non-GAAP

Aliso Viejo, CA, May 5, 2010 — Smith Micro Software, Inc. (NASDAQ: SMSI), a leading developer and marketer of software solutions and services for the mobility market, today reported financial results for its 2010 first quarter ended March 31, 2010.

“We are pleased with our solid financial performance for the first quarter of 2010. We generated $29.9 million in revenues—the highest quarterly results in our Company’s history,” said William W. Smith Jr., President and CEO of Smith Micro Software, Inc. “Our top-line growth continues to be driven by our core wireless and mobility products and services which increased 40% year-over-year, as we continued to expand the delivery of software solutions to a growing global customer base.”

Mr. Smith continued, “As we look to the remainder of the year and beyond, we remain optimistic that the use of 3G data devices will further expand, while the coming deployments of 4G networks in North America and the rest of the world will drive greater demand for intelligent mobility solutions like ours.”

Smith Micro reported record revenue of $29.9 million for the first quarter ended March 31, 2010, a 26% increase over the $23.8 million reported in the first quarter ended March 31, 2009.

First quarter gross profit on a GAAP basis of $26.1 million increased $6.9 million, or 36%, from the first quarter ended March 31, 2009. On a non-GAAP basis (which excludes amortization of

Smith Micro 2010 First Quarter Financial Results Page 2 of 6

intangibles, stock compensation and non-cash tax expense), first quarter gross profit was $27.6 million, an increase of $7.1 million, or 35%, from the same quarter last year.

GAAP gross profit, as a percentage of revenue was 87.5% for the first quarter of 2010, compared with 81.0% for the same quarter last year. Non-GAAP gross profit as a percentage of revenue was 92.6% for the first quarter of 2010, compared to 86.3% for the same quarter last year.

GAAP net income for the first quarter of 2010 increased to $1.6 million or $0.05 per diluted share, which compared to a GAAP net income for the first quarter of 2009 of $278,000, or $0.01 per diluted share.

Non-GAAP net income for the first quarter of 2010 increased 53% to $6.2 million, or $0.18 per diluted share, compared to $4.0 million, or $0.13 per diluted share, reported in the first quarter of 2009.

Fully diluted weighted average common shares outstanding as of March 31, 2010 were 34.2 million compared to 31.9 million weighted average common shares outstanding as of March 31, 2009.

Total cash, cash equivalents, and short-term investments increased $3.5 million during the quarter to $49.3 million, up from the $45.8 million at December 31, 2009.

The Company uses a non-GAAP reconciliation of gross profit, profit before taxes, net income and earnings per share in the presentation of financial results in this press release. Management believes that this presentation may be more meaningful in analyzing our income generation, since amortization of intangibles from acquisitions, stock-based compensation, and non-cash tax expense are excluded from the non-GAAP earnings calculation. This presentation may be considered more indicative of our ongoing operational performance. The tables below present the differences between non-GAAP earnings and net income on an absolute and per-share basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and the non-financial measures as reported by Smith Micro Software may not be comparable to similarly titled amounts reported by other companies.

Financial Guidance:

Smith Micro Software is reiterating its previous guidance for fiscal year 2010 of revenue of $125.0 million to $135.0 million.

Smith Micro 2010 First Quarter Financial Results Page 3 of 6

Investor Conference Call

Smith Micro Software will hold an investor conference call to discuss the Company’s first quarter results at 4:30 p.m. Eastern time today, May 5, 2010. The call can be accessed by dialing (866) 225-8754 and providing 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, Inc.:

Smith Micro Software, Inc., headquartered in Aliso Viejo, California, with offices in Europe and Asia, develops mobility solutions that enable seamless broadband connectivity and next generation of media and mobile convergence products over wireless networks. Smith Micro’s common stock trades on the NASDAQ Global Market under the symbol SMSI. For more information, please visit: www.smithmicro.com.

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 revenues guidance for fiscal 2010, our financial prospects and other projections of our performance, the company’s ability to increase its business and the anticipated timing and financial performance of our new products and potential acquisitions. Among the important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are changes in demand for our products from our customers and their end-users, new and changing technologies, customer acceptance of those technologies, 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 expressed or implied in any forward-looking statements. The forward-looking statements contained in this release are made on the basis of the views and assumptions of management regarding future events and business performance as of the date of this release, and the company does not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this release. Revenues guidance provided in this press release represent a point-in-time estimate and is based on information as of the date of this press release. Management has made numerous assumptions in providing this guidance which, while believed to be reasonable, may not prove to be accurate. Numerous factors, including those noted above, may cause actual results to differ materially from the guidance provided. Smith Micro expressly disclaims any current intention or obligation to update the guidance provided or any other forward-looking statement in this press release to reflect future events or changes in facts assumed for purposes of providing this guidance or otherwise affecting the forward-looking statements contained in this press release.

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

Smith Micro 2010 First Quarter Financial Results Page 4 of 6

Smith Micro Software, Inc.
Reconciliation of GAAP to Non-GAAP Results
(in thousands, except per share amounts)

			Stock							Non-
	GAAP		Comp.		Amort.		Taxes			GAAP
Three Months Ended 03/31/10:
Gross profit	$	26,130	$	28	$	1,484	$	0		$	27,642
Profit before taxes	$	2,946	$	2,802	$	2,253	$	0		$	8,001
Net income	$	1,592	$	2,802	$	2,253	$	(486	)	$	6,161
EPS-diluted	$	0.05	$	0.08	$	0.07	$	(0.02	)	$	0.18
Three Months Ended 03/31/09:
Gross profit	$	19,265	$	72	$	1,188	$	0		$	20,525
Profit before taxes	$	644	$	2,591	$	2,147	$	0		$	5,382
Net income	$	278	$	2,591	$	2,147	$	(979	)	$	4,037
EPS-diluted	$	0.01	$	0.08	$	0.07	$	(0.03	)	$	0.13

Smith Micro 2010 First Quarter Financial Results Page 5 of 6

Smith Micro Software, Inc.
Statements of Operations for the Three Months Ended March 31, 2010 and 2009
(in thousands, except per share amounts)

	For the Three Months
	Ended March 31,
	2010		2009
Revenues	$	29,862	$	23,788
Cost of revenues		3,732		4,523
Gross profit		26,130		19,265
Operating expenses:
Selling and marketing		7,290		6,277
Research and development		10,128		8,112
General and administrative		5,806		4,487
Total operating expenses		23,224		18,876
Operating income		2,906		389
Interest and other income		40		255
Profit before taxes		2,946		644
Income tax expense		1,354		366
Net income	$	1,592	$	278
Earnings per share:
Basic	$	0.05	$	0.01
Diluted	$	0.05	$	0.01
Weighted average shares outstanding:
Basic		33,730		31,675
Diluted		34,176		31,904

Smith Micro 2010 First Quarter Financial Results Page 6 of 6

Smith Micro Software, Inc.
Consolidated Balance Sheets
(in thousands)

	March 31,			December 31,
	2010			2009
ASSETS
Current Assets:
Cash & cash equivalents	$	11,517		$	14,577
Short term investments		37,806			31,284
Accounts receivable, net		26,451			24,147
Income tax receivable		980			980
Inventory, net		371			406
Prepaid and other assets		1,244			1,506
Deferred tax asset		2,669			2,696
Total current assets		81,038			75,596
Equipment & improvements, net		8,912			8,193
Goodwill		94,374			94,320
Intangible assets, net		26,089			27,662
Other assets		197			163
TOTAL ASSETS	$	210,610		$	205,934
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	3,640		$	4,215
Accrued liabilities		11,797			11,359
Deferred revenue		1,833			1,317
Total current liabilities		17,270			16,891
Long-term liabilities		70			70
Deferred tax liability		997			994
Total non-current liabilities		1,067			1,064
Stockholders’ equity:
Common stock		34			33
Additional paid in capital		186,476			183,756
Accumulated other comprehensive loss		(21	)		(2	)
Accumulated earnings		5,784			4,192
Total stockholders’ equity		192,273			187,979
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	210,610		$	205,934