Good day, and welcome to the Smith Micro Third Quarter 2023 Earnings Conference Call. All participants will be in a listen-only mode. After today's presentation there will be an opportunity to ask questions. Please note this event is being recorded. I would now like to turn the conference over to Mr. Charles Messman, Vice President of Investor Relations and Corporate Development. Please go ahead, sir.

Thank you, operator, and good afternoon, everyone. We appreciate you joining us today to discuss Smith Micro Software's financial results for the third quarter ended September 30, 2023. By now you should have received a copy of our press release with the financial results. If you do not have a copy and would like one, please visit the Investor Relations section of our website at www.smithmicro.com. On today's call, we have Bill Smith, our Chairman of the Board, President and Chief Executive Officer; and Jim Kempton, our Chief Financial Officer. Please note that some of the information you will hear during today's discussion consists of forward-looking statements, including without limitations, those regarding the company's future revenue and profitability, our plans and expectations, new product development, new and expanded market opportunities, future product deployments, migrations and/or growth by new and existing customers, operating expenses, and company cash reserves. Forward-looking statements involve risks and uncertainties, which could cause actual results or trends to differ materially from those expressed or implied by our forward-looking statements. For more information, please refer to the risk factors included in our most recently filed Form 10-K and in our subsequent filings on Form 10-Q. Smith Micro assumes no obligation to update any forward-looking statements, which speak to our management's beliefs and assumptions only as of the date they are made. I want to point out that in our forthcoming prepared remarks, we will refer to non-specific non-GAAP financial measures. Please refer to our press release disseminated earlier today for a reconciliation of these non-GAAP financial measures. With that said, I'll turn the call over to Bill. Bill?

Okay. Before I kick this off, I need to let everybody know I'm in recovery mode, recovering from a battle with COVID-19. So if I don't sound like myself, it's probably because I don't totally feel like myself. But all that said, let's kick this off. Thanks, Charlie. Good afternoon, and thank you for joining us today for our 2023 third quarter conference call. I am excited to provide an update on what I feel has been a very strong quarter for the company, specifically our achieving both operational and financial targets that we previously outlined earlier this year. From a financial perspective, we executed an aggressive plan to significantly lower expenses, improve gross margins, begin to grow our core revenues, and achieve non-GAAP profitability while generating cash flow from operations. During the quarter, we delivered revenue of $11 million, up from the previous quarter, and a non-GAAP pretax profit of approximately $700,000. We also produced cash flow from operations of approximately $1.5 million. I am pleased that we achieved these goals during the third quarter. This is a strong testament to our team's commitment and focus. I also believe that these results really demonstrate the earnings power and potential of the business now that we're past the significant investment in migration activities that we've made over the last two plus years. Speaking of those migration activities with AT&T's launch of Secure Family on the SafePath platform, during the third quarter, we achieved an important milestone for the company and believe that we are now well positioned for significant growth at this customer. This has been a tremendous undertaking for Smith Micro, and I'm proud of the efforts of our team to get this across the finish line. I am very happy to have these activities behind us as it allows us to fully focus on the future and pivot towards future innovations to advance our core focus of helping to protect families. Later in the call, I will talk about how we are reimagining the vision of digital family lifestyle for 2024 and beyond, to leverage AI and machine learning to better safeguard customer safety and privacy, as well as simplifying SafePath deployments to capture broader segments of the market and new geographic opportunities. But first, let's turn the call over to Jim to discuss our financials in detail, then I will return and elaborate more on this topic. Jim?

Thanks, Bill, and good afternoon, everyone. Overall, we were really pleased with the results this quarter as we had sequential revenue growth of 6%, improved our gross margins by another 200 basis points over the second quarter, decreased our non-GAAP operating expenses sequentially by $0.5 million, and produced a non-GAAP pretax profit of approximately $700,000 for this third quarter. In addition, we produced cash flows from operations of approximately $1.5 million during the quarter. These results align very well with the plan and expectations that we had outlined on our 2022 year-end earnings call back in March. Now let me take a deeper dive into the results for the quarter. For the third quarter, we posted revenue of $11 million compared to $11.7 million for the same quarter of 2022, a decrease of approximately 6% as a result of a decline in revenues in Family Safety and CommSuite. As I noted in my opening remarks, when compared to the second quarter of 2023, revenue grew by approximately $700,000 or 6%. Year-to-date revenues through September 30, 2023 were $32.3 million versus $37.1 million through the third quarter of last year. The $4.8 million decrease is primarily due to declines in legacy Safe & Found Family Safety revenue related to continued attrition of legacy Sprint subscribers driven by T-Mobile's acquisition of Sprint, coupled with a decline in CommSuite revenues. During the third quarter of 2023, Family Safety revenue decreased by approximately $500,000 or 5% compared to the third quarter of the prior year, primarily as a result of the reduction of Sprint Safe & Found revenue. Family Safety revenues increased by approximately $400,000 compared to the second quarter of 2023. During the third quarter of 2023, CommSuite revenue was $700,000, which decreased by approximately $300,000 compared to the third quarter of 2022. This decrease is attributable to a decline in DISH revenue coupled with the period-over-period decline in revenue generated from the remaining legacy Sprint deployment, which generated no CommSuite revenue in the third quarter of 2023. Revenue from CommSuite was essentially flat sequentially compared to the second quarter of 2023. ViewSpot revenue was approximately $1.1 million for the third quarter of 2023 which grew by approximately $100,000 compared to the third quarter of the prior year and increased by approximately $200,000 compared to the second quarter of 2023. The increase in ViewSpot revenues was primarily due to our new contract with a U.S. mobile virtual network operator, which launched during the third quarter. I did want to note that in September, one of our ViewSpot customers notified us that they were terminating their ViewSpot contract effective immediately as a result of their cost reduction initiatives. Subsequent to the end of the third quarter, we were also informed by another significant ViewSpot customer that they would not enter into a further extension of our existing ViewSpot contract. The existing contract runs through the end of the year and then we'll have a transition period of up to six months, during which time we'll continue to deliver services to that customer. In the fourth quarter of 2023, we expect consolidated revenues to decrease by 18% to 23% compared to the third quarter of 2023 when as anticipated, the Verizon Family Safety revenues decline in the fourth quarter as the post-termination transition period to that contract concludes. For the third quarter of 2023, gross profit was $8.5 million compared to $8.1 million during the same period of the prior year due to the period-over-period decline in cost of revenues. Gross margin was 77% for the third quarter compared to 69% in the third quarter of 2022. The gross profit of $8.5 million in the third quarter increased by approximately $800,000 compared to the gross profit produced in the second quarter as a result of the increase in revenues, coupled with an increase in gross margin of approximately 200 basis points. In the fourth quarter of 2023, due to the decline in revenues, we expect gross margins to decrease by 4% to 5% from the gross margin of 77% reported for the third quarter of 2023. For the year-to-date period ended September 30, 2023, gross profit was $23.9 million compared to $26.2 million during the corresponding period last year. Gross margin was 74% for the September 30, 2023 year-to-date period. GAAP operating expenses for the third quarter of 2023 were $10.7 million, a decrease of $5.8 million or 35% compared to the third quarter of 2022. GAAP operating expenses for the year-to-date period ended September 30, 2023 were $36.2 million compared to $50 million in the year-to-date period ended September 30, 2022, a decrease of $13.8 million or 28% compared to last year. Non-GAAP operating expenses for the third quarter of 2023 were $7.7 million compared to $12.8 million in the third quarter of 2022, a decrease of approximately $5.1 million or 40%. Sequentially, non-GAAP operating expenses decreased by approximately $500,000 or 6% from the second quarter of 2023. We expect fourth quarter 2023 non-GAAP operating expenses to be flat to a slight increase of up to 3% compared to the third quarter of 2023. Non-GAAP operating expenses for the year-to-date period through September 30, 2023, were $27.3 million, a decrease of $12.4 million or 31% compared to last year. I would also note that since the cost reduction efforts undertaken in March, our non-GAAP operating expenses have declined by an aggregate $10.6 million in the third and second quarters of this year versus the third and second quarter of last year. This really puts the magnitude of the actions that we've been able to execute over the past six months in perspective. The GAAP net loss for the third quarter of 2023 was $5.1 million or $0.08 loss per share compared to a GAAP net loss of $5.8 million or a $0.10 loss per share in the third quarter of 2022. I'm pleased to report that the non-GAAP net income for the third quarter of 2023 was approximately $600,000 or $0.01 income per share compared to a non-GAAP net loss of approximately $4.9 million or a $0.09 loss per share in the third quarter of 2022. Within today's press release, we have provided a reconciliation of our non-GAAP metrics to the most comparable GAAP metric. For the third quarter of 2023, the reconciliation includes adjustments for intangible asset amortization of $1.5 million, stock compensation expense of $1.3 million, note in stock offering amortization of $1.3 million, changes to derivatives and warrants of $1.5 million, and depreciation of approximately $100,000. For the year-to-date period, the non-GAAP reconciliation includes adjustments for intangible asset amortization of $4.4 million, stock compensation expense of $3.3 million, note in stock offering amortization of $5.4 million, changes to derivatives and warrants of approximately $500,000, depreciation of $500,000 and personnel severance and reorganization activity related costs of approximately $1 million. Due to our cumulative net losses over the past few years, our GAAP tax expense is primarily due to certain state and foreign income taxes. For non-GAAP purposes, we utilize a 0% tax rate for 2023 and 2022. The resulting non-GAAP tax expense reflects the actual income taxes expense during each period. From a balance sheet perspective, we reported $8 million of cash and cash equivalents as of September 30, 2023. As I mentioned in my opening remarks, during the quarter we generated cash flows from operating activities of $1.5 million. The principal balance remaining on the convertible notes was approximately $4.1 million as of the end of the quarter, and I would also note that we had approximately 2 million warrants expire unexercised during the quarter. This concludes my financial review. Now back to Bill.

Thanks, Jim. For this quarter’s call, I’d like to change things up a little. Moving from our more traditional update to focus a bit more on some of the larger trends we are seeing that affect the family safety market, our vision, and how we see this market evolving. First, though, I’d like to touch on AT&T as I know everyone would like an update on how that is progressing. As you know, Secure Family was launched at the end of August on the SafePath platform. As with any launch of this magnitude, we continue to address migration issues and customers adapting to change by delivering subsequent releases. Overall, new subscribers have provided very positive feedback, which we believe really underscores the growth potential of this product. We continue to partner with this customer to drive marketing activities to grow the subscribers on the platform. Consistent with prior calls, I can’t speak to the details around our customers' specific plans, but I can tell you that I remain very bullish on our prospects for substantial revenue growth related to this customer in the coming quarters. Now, pivoting to the macro Family Safety market, there are some trends that we are observing that are driving our expanded vision that I mentioned in my opening remarks. As we all know, we continue to see an escalation of conflict, chaos, violence all around the world. The dangers are not only limited to the physical world but also exist online in cases like cyberbullying and exposure to harmful content and bad actors. A recent Wall Street Journal article cited an increase in teens’ willingness to share their location with their parents, highlighting kids’ increasing concerns for their own protection and safety. Another trend that we have observed is the proliferation of AI-based machine learning models in consumer applications, which are being leveraged to simplify our lives. Additionally, there is a growing demand for consolidated super apps that combine greater functionality within a single platform and unified application. Gartner recently predicted that over the next five years, more than half of the global population will be daily users of such super apps. Our research shows a similar demand for a super app centered around Family Safety. Lastly, service providers continue to look for ways to provide greater value to subscribers while reducing associated operating expenses. We believe that we are well positioned to capitalize on the market opportunities that these trends are creating. Viewed in aggregate, these factors affirm our strategic focus on family safety and the peace of mind that we offer with our Digital Family Lifestyle solutions. To further align our solutions to address these trends impacting Family Safety, we are excited about some upcoming enhancements to evolve the SafePath platform. In 2024, we’ll introduce SafePath Premium that delivers AI and machine learning-driven experiences for users to address the growing risks associated with cyberbullying and other inappropriate content on social media. SafePath Premium will monitor, detect, and alert parents about children’s exposure to potentially harmful content, including cyberbullying, self-harm, violence, and profanity on popular social media platforms and across multiple languages. SafePath Premium will also provide expanded physical and location safety features. Our platform will monitor thousands of public safety data feeds to correlate public safety incidents with family members' physical locations and provide necessary safety alerts. We are calling this physical safety intelligence. This will also increase consumers' use of our solution beyond parenting to protect extended family members and other loved ones' safety as well. Now, let’s talk about SafePath Global. SafePath’s robust platform and points of integration into operators' infrastructure have created a valuable, differentiable, and tightly connected solution for our customers. For some Tier 2 and Tier 3 operators as well as MVNOs, however, their more limited resources can make the fully integrated deployment of SafePath more challenging. We face similar obstacles in smaller, fragmented markets like Europe, Latin America, and others globally. While we believe the demand is there, they may not have the IT resources and other staff to support the integration activities to deploy our Digital Family Lifestyle solutions. To serve these customers and markets, we’re introducing a new alternative global deployment model to allow operators to distribute SafePath with a more rapid time to market and lower dependency on their IT resources. We believe that SafePath Global will accelerate our penetration among Tier 2 and Tier 3 providers worldwide, with particular focus on high ARPU markets in Europe. SafePath Global should also reduce our investment in development resources related to SafePath deployments in these markets, while at the same time expediting our timeline to revenue with these customers. In summary, the core pillars of our vision for Family Safety include physical safety, which includes location and driving safety, digital safety, including on social media platforms, and data safety, which is safeguarding the individual's data privacy. As to data privacy, protecting user data is paramount. It’s important to end users and our customers, and it’s important to us. Protecting consumers’ data privacy builds trust between service providers, families, and the technologies on which they rely. At Smith Micro, we honor the trust that has been placed in us when we deliver our Family Safety solutions, and we provide data securely and only for the purposes entrusted to us. In terms of our business model, we continue to believe that MNOs are the ideal distribution channel for SafePath. In addition to our long-standing MNO relationships, we also recognize that as the primary providers of consumers' mobile and broadband connectivity, MNOs are best positioned to serve as trusted gatekeepers and curators of consumers' digital lives. Family subscribers remain among the most profitable type of consumer accounts for MNOs, and therefore an integral piece of MNO’s consumer strategy. SafePath offers a proven platform through which we can serve these customers’ needs while growing brand loyalty and ARPU. With the evolution of our SafePath platform through SafePath Premium and SafePath Global, we believe we are further innovating the digital family safety space to address the trends we’re seeing, which should position us to penetrate additional customers more rapidly, including in new geographic markets, while also driving additional value for our MNO customers and their subscribers. I can also say with great confidence that this is just the beginning. We have a robust roadmap in place, and we will continue to roll out new features and services to better serve the marketplace. In closing, we look ahead to the remainder of the year and beyond. I am both confident and very excited about the next chapter of our company. Operator, please open the call for questions.

Yes, sir. We will now begin the question-and-answer session. And the first question will come from Scott Searle with ROTH Capital. Please go ahead.

Good afternoon. Thanks for taking the questions, Bill. I hope you’re feeling better. Maybe just to dive in real quickly on the guidance. I want to understand the sequential decline that you’re expecting in Verizon versus ViewSpot, how big or what’s the magnitude of some of those ViewSpot losses that we should expect sequentially? I think in the case of Verizon, it was supposed to phase out over the course of this quarter, basically have zero revenue contribution once we got into March. Did that happen a little bit quicker? Could you help us just understand the mix there?

Yes. As far as the Verizon Family Safety contract, we have been informed that the transition services period is going to end at the end of this month, that being November. And so we would expect no material revenue from the contract beyond that. And in terms of the ViewSpot contracts, one of the contracts that we had mentioned, that contract continues until the end of the year, and then there is a transition period of up to 180 days. The other contract was terminated immediately. So we will see no revenue from that contract during the fourth quarter. And that’s several hundred thousand dollars, roughly somewhere in that range.

Okay, thank you. That’s helpful. And maybe to follow up, I think there was an expectation you were building a pipeline within Europe, and that it was looking optimistic that you could secure a new contract in that region by the end of the year. I was wondering what your thoughts were on that front. And then just in general, maybe to wrap up the AT&T ramp. I know it’s kind of difficult to give any sort of detailed account, but maybe some broader base comments in terms of where you see that relationship as we get into 2024, how you’re thinking about defining success? And one last one, Jim, on the convert, I want to make sure I understand what we ended the quarter with and what the expectation is to end the year in terms of the outstanding convert? Thanks.

Do you want to take that last one first, Jim?

Sure. I’ll take the last one first. At the end of the quarter, we had approximately $4.1 million in principal remaining on the convert. However, as required under the agreement, we had pre-funded approximately $1.3 million that was included in prepaids. And we would expect the balance of the note to be zero by the end of the year. We expect 1231 that to completely go away at this point.

All right, so let’s dive into Europe first because I’m sorry I cut you off.

Oh, no, I apologize. Just to follow up on the interest before moving to Europe, Jim, is the expectation then basically there’ll be no interest expense as we get into the March quarter?

Yes, at this point, we’re assuming no interest expense in Q1.

Sure. All right, let’s dive into Europe. Yes, we remain very positive and very bullish, and all our expectations remain intact. If anything, they give us hope for even further growth in 2024. So you'll have to wait until we can publicly state what it's all about. But I think you should assume that our business relationships are in great shape there. As far as with AT&T…

Just to clarify, is Europe going to have SafePath globally, or are some of the existing relationships developing on that front going to be more like SafePath classic?

If we can get SafePath global completed, it would be perfect for some of these deployments in Europe. But on the other hand, the business is here now, so we can use the current code if that's what is necessary. So nonetheless, we have targets in time as far as for when deployments will start, the dates are set, and we are busy right now. Can I move on to AT&T? All right, so turning to AT&T then. Okay. We started the migration at the end of August. As I said in my prepared comments, we've moved through this process. It is a big undertaking. We knew it going into it. We'd already done this once before when we migrated the Circle code at T-Mobile over to SafePath. This was more complex because the ring code base that we acquired from Avast was a much more complex product than the circle product was. And as such, it takes a little bit of time we have worked our way through. The customer, I think, is very happy with the level of service in our execution, and we continue to work our way to the end of it. I would say the end of all migration activities will be done by the end of this year. After that, 100% of the focus will then move to growing in marketing and moving things forward. For 2024, we believe that we have a number of initiatives that we've defined with the customer. They are either approved or in the process of being final approvals, and we are setting the dates for launches of each of these. So we would say that we're very bullish about where we're going, and I think 2024 will do very well for us. That answered your question, Scott?

Perfect. Thanks, Bill. Hope you feel better.

The next question will come from Josh Nichols with B. Riley FBR. Please go ahead.

Yes, thanks for taking my question. Really good to see the Family Safety business up $400,000 sequentially. I know you can't dive into too many details on it, Bill, and I hope you feel better in the coming days. But if you were up $400,000 right in the first quarter, I'm just curious. Your expectations that at least for AT&T, that you would grow that business by more this quarter or if there's anything you could kind of highlight on for seasonality for 4Q and what that means for carriers and promotions and what you guys may be doing on that front.

Well, I guess I would say this first off because we started at the end of August, you're fairly well into Q3. And so to see any significant growth in Q3 just probably wasn't practical because all the emphasis was on migrating existing customers over. As I've already stated, that is a process that is a lot of work and we're working our way through it and we see the end in sight. However, when we start talking about the growth, I'd love to say we could get a lot of growth in Q4, but right now we're sitting in about mid-November, and this is also holiday season, and carriers tend to focus 100% on selling mobile devices and bringing on new subs. I think the major focus for us will launch after the first of the year. So I think that's where you should be looking for some growth to start to kick in.

Thanks. And then did you frame anything? Sorry if I missed it. In terms of the magnitude of like what you're expecting, in terms of the revenue trajectory in 4Q. When you factor in where you are today with AT&T but with some revenue runoff from Verizon and ViewSpot.

I'm not really following your question 100%. Can you ask it a different way?

Yes, I'm just wondering. You said that you thought revenues would be down in Q4. Any color you could provide on how much revenue you think is going to be running off from Verizon and 4Q before it totally goes away in the beginning of next year, as you previously talked about, you're mute.

I think all we can say is that we expect any of the revenue associated with the Verizon contract would be ending by the end of this month, so by the end of November. So we would see absolutely no revenue in December associated with that contract.

Okay. So I guess if you were doing like $4 million a quarter. Right? You'd get, presumably like two thirds of that recognized if you were going through November this year is at a ballpark approximately, right?

Yes, that's an approximation.

Great. Thanks, guys. I appreciate it. Feel better, Bill.

The next question will come from Jim McIlree with Dawson James. Please go ahead.

Yes, thanks. Jim, can you just repeat what you said? The quarterly decline in revenue you're expecting in Q4?

It would be 18% to 23%.

Great. Thank you. And so the two big components. Well, the big component is Verizon, but then you have the ViewSpot. Also, is CommSuite relatively flat?

We have modeled a slight decline in CommSuite.

Okay. And I think Josh was asking this also, so it sounds like November at Verizon is kind of trailing down to zero or do we get a cliff at the end of the month with Verizon?

You get a cliff.

Great. Okay. Thank you. And can you talk about any plans for further cost cutting in order to bring margins back up to what you'd like to get them to or is it going to be a function of scaling with AT&T and eventually T-Mobile that gets your margins to improve back to prior levels?

It's clearly a function of scaling at AT&T, and we would be very happy to get some added help from T-Mobile as well. So I think there's reason to be hopeful for that. The whole subject that we talked about, the importance of Family Safety in the world that we live in now is so profound. And I don't think there's any of us that are not impacted by some of the horrific events that we see around us on a daily, weekly, monthly basis. And for carriers who really want to attract the family subs, there's not a better way than giving them some peace of mind by distributing a really top-notch Family Safety application to get that mission done. I believe that all carriers going forward as part of their corporate responsibility will be looking to really invest and to grow this space. We all need a little help right now, and I think that's how I really view this.

And Jim, if I could add one more piece to your question, one of the things that we are able to look at, once Verizon goes away, some of this will actually fall off, not in the fourth quarter, but in the first quarter. But taking some of those ring costs, those legacy ring costs that we've had related to Verizon and be able to eliminate those. So that's the other thing. We will be able to take down cost of sales associated with some of those legacy ring costs that the third-party costs.

And any chance you can put a range on what those costs might be?

No, I feel like we don't give guidance beyond one quarter ahead.

Is it fair to think of those ring costs ending shortly after November?

Yes, they would fall off. Yes, shortly after that. But again, some may go into the first quarter, but end quickly in the first quarter.

Go ahead, Jim, answer it.

It's really a redeployment, Jim. So, because now, as Bill had said in his prepared remarks, now that we are beyond the AT&T migration, we are able to redeploy those resources to things such as SafePath Global.

Okay, very good. I understood. Thank you and hope you feel better soon, Bill.

Yes, sorry, Jim, on that.

The next question will come from Matthew Harrigan with Benchmark. Please go ahead, sir.

Thank you. I was going to ask about Europe, but I guess even more fundamentally, given how important Family Safety is becoming, what are you seeing? Clearly not everyone's going to be taking a SafePath, Verizon is doing its own thing. What are you seeing in terms of companies doing things internally, the telecoms, and also nascent competition on the software side, because there's clearly a huge demand there. And if you don't plug it, people either have to address it in house or they have to find another provider because it feels like everybody has to do something in this environment. Thanks.

Charles, do you want to try that?

Yes, I think that. So I think one of the reasons that I look at it in two ways, I think what's happening with the carriers is really important because you're starting to see, particularly in Europe, too, some laws that are coming down where they're required to do things. So I think there's this aspect of that. But I also think that the reason that we've really started to roll out these new products is so that we can get to market faster. So I wouldn't say we're seeing more competition in our space. I think what we're seeing is an increased awareness in the space, if that helps. Does that make sense, Matt?

Yes, it makes sense.

It's what's happening in the world, obviously, right.

People either have to come to you or they have to do something themselves because I think you're smart to try to advance this as fast as possible. But I hope. Thanks for your answers. I appreciate it.

This concludes our question-and-answer session. I would like to turn the conference back over to Mr. Charles Messman for any closing remarks. Please go ahead, sir.

I want to thank you for joining us today. Thanks, Bill, for powering through. We're really excited about where we're at right now. And for those that are going to be at the ROTH conference, we'd love to sit down and meet with you. That's next week. And if you have further questions please feel free to give us a call and we look forward to talking to you soon. Thanks. Have a good one.

The conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.