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) July 21, 2004

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)

Item 7. Exhibits.

     99.1 Press Release of Smith Micro Software, Inc. dated July 21, 2004.

Item 12. Results of Operations and Financial Condition.

     On July 21, 2004, the Registrant issued a press release announcing its results of operations and financial condition for the fiscal quarter ended June 30, 2004. The press release is attached to this report as Exhibit 99.1

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)
July 21, 2004	By:	/s/  WILLIAM W. SMITH, JR.
Date		Name:	William W. Smith, Jr.
		Title:	President and Chief Executive Officer

Index to Exhibits

Exhibit
Number	Exhibit
99.1	Press Release of Smith Micro Software, Inc. dated July 21, 2004.

EX-99.1

Exhibit 99.1

AT THE COMPANY:	S&S PUBLIC RELATIONS:
Bruce T. Quigley Vice President of Business Development & Investor Relations 949-362-5800 bquigley@smithmicro.com	Steve Simon Media Inquiries 847-955-0700    steve@sspr.com

FOR IMMEDIATE RELEASE

Smith Micro Announces Net Revenues of $3.1 Million and Net
Income of $634,000 for the Second Quarter 2004; an Increase
of 36% and 411% Respectively over Prior Year
Enters into Third Quarter with an Excess of a $1.5 Million Backlog; a 90 plus
Percentage Increase from First Quarter 2004

Aliso Viejo, Calif., July 21, 2004 — Smith Micro Software, Inc. (NASDAQ: SMSI), a developer and marketer of a wide range of software and service solutions for the wireless and Internet markets, today reported its second quarter 2004 results.

The company reported net revenues for the quarter ended June 30, 2004, of $3.1 million, compared to $2.3 million recorded in the second quarter of 2003. The company’s net income of $634,000 in the second quarter of 2004 resulted in a net income of $.04 per basic and diluted share, compared to a net income of $124,000 in the second quarter of 2003 or a net income of $.01 per basic and diluted share.

“I am pleased to report a strong profit this quarter as well as a backlog in excess of $1.5 million up from $800,000 last quarter,” said William W. Smith, Jr., President and Chief Executive Officer. “The wireless business continues to be our primary growth area. Our recent joint announcement with Verizon Wireless last week, suggests that we are well positioned in the wireless business. Increases of Net Revenues at 25% and Net Income at 516% over the first quarter of this year indicate the growth that we thought we could achieve this year,” Mr. Smith continues.

Investor Conference Call

Smith Micro will hold an investor conference call to discuss the company’s results at 4:30 p.m. Eastern time, Wednesday, July 21, 2004. Investors may access the conference call over the Internet via the company’s website www.smithmicro.com or at http://phx.corporate-ir.net/playerlink.zhtml?c=107760&s=wm&e=918146.

- more –

Smith Micro Second Quarter 2004 Financial Results Page 2 of 5

About Smith Micro Software

Smith Micro Software, Inc., headquartered in Aliso Viejo, CA, is a developer and marketer of wireless communication and utility software products. The company designs integrated cross platform, easy-to-use software for personal computing and business solutions around the world. With a focus on the Internet, Wireless and Broadband technologies, the company’s products and services enable wireless communications, eCommerce, eBusiness, Internet communications (voice-over-IP), video conferencing, and network fax, along with traditional computer telephony. Smith Micro’s complete line of products is available through direct sales, retail stores, value-added resellers (VARs) and original equipment manufacturers (OEMs). Smith Micro’s common stock trades on The Nasdaq Stock Market^® under the symbol SMSI. For more information, contact Smith Micro at (949) 362-5800 or visit the company’s Web site at www.smithmicro.com.

This release may contain forward-looking statements that involve risks and uncertainties, including without limitation risks and uncertainties relating to the company’s financial prospects and projections, the company’s plans for returning to sustained profitability and the company’s ability to increase its business in the Wireless and Broadband segments. 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, unforeseen delays in the timing of orders from OEM customers, new and continuing adverse economic conditions, and the company’s ability to compete effectively with other software companies. These and other factors could cause actual results to differ materially from those presented in any forward-looking statement and are discussed in the company’s filings with the Securities and Exchange Commission including its recent filings on Forms 10-K and 10-Q.

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 Second Quarter 2004 Financial Results Page 3 of 5

Smith Micro Software, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

	Three Months Ended
	June 30
	(unaudited)
	2004		2003
Net Revenues:
Products	$	2,840	$	2,070
Services		277		216
Total Net Revenues		3,117		2,286
Cost of Revenues:
Products		627		430
Services		105		85
Total Cost of Revenues		732		515
Gross Margin		2,385		1,771
Operating Expenses:
Selling & Marketing		387		361
Research & Development		621		603
General & Administrative		733		692
Total Operating Expenses		1,741		1,656
Operating Income		644		115
Interest Income		5		9
Income Before Income Tax		649		124
Income Tax Expense		15		—
Net Income	$	634	$	124
Net Income per share, basic	$	0.04	$	0.01
Weighted average shares outstanding, basic		17,072		16,257
Net Income per share, fully diluted	$	0.04	$	0.01
Weighted average shares outstanding, fully diluted		18,022		17,662

Smith Micro Second Quarter 2004 Financial Results Page 4 of 5

Smith Micro Software, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

	Six Months Ended
	June 30
	(unaudited)
	2004		2003
Net Revenues:
Products	$	5,110	$	3,655
Services		495		498
Total Net Revenues		5,605		4,153
Cost of Revenues:
Products		1,247		751
Services		175		169
Total Cost of Revenues		1,422		920
Gross Margin		4,183		3,233
Operating Expenses:
Selling & Marketing		790		943
Research & Development		1,289		1,257
General & Administrative		1,366		1,172
Total Operating Expenses		3,445		3,372
Operating Income (Loss)		738		(139	)
Interest Income		14		16
Income (Loss) Before Income Tax		752		(123	)
Income Tax Expense		15		3
Net Income (Loss)	$	737	$	(126	)
Net Income (Loss) per share, basic	$	0.04	$	(0.01	)
Weighted average shares outstanding, basic		17,048		16,240
Net Income (Loss) per share, fully diluted	$	0.04	$	(0.01	)
Weighted average shares outstanding, fully diluted		18,019		16,240

Smith Micro Second Quarter 2004 Financial Results Page 5 of 5

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

	June 30,			December 31,
	2004			2003
	(unaudited)
ASSETS
Current Assets:
Cash & Cash Equivalents	$	3,822		$	3,722
Accounts Receivable, Net		1,905			741
Inventory, Net		54			22
Prepaid & Other Assets		118			204
Total Current Assets		5,899			4,689
Equipment & Improvements, Net		55			70
Intangible Assets, Net		18			40
Goodwill		1,715			1,715
Other Assets		53			73
TOTAL ASSETS	$	7,740		$	6,587
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	835		$	538
Accrued Liabilities		539			459
Total Current Liabilities		1,374			997
Common Stock		17			17
Additional Paid In Capital		25,726			25,687
Accumulated Deficit		(19,377	)		(20,114	)
Total Stockholders’ Equity		6,366			5,590
TOTAL LIABILITIES & EQUITY	$	7,740		$	6,587

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