8-K

SMITH MICRO SOFTWARE, INC. (SMSI)

8-K 2020-03-05 For: 2020-03-05
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Added on April 07, 2026

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): March 5, 2020

Smith Micro Software, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware 001-35525 33-0029027
(State or Other Jurisdiction<br><br><br>of Incorporation) (Commission<br><br><br>File Number) (IRS Employer<br><br><br>Identification No.)
5800 Corporate Drive<br><br><br>Pittsburgh, PA 15237
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(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (412) 837-5300

Not Applicable

(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 (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br><br>Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share SMSI NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition

On March 5, 2020, Smith Micro Software, Inc. issued a press release announcing its financial results for the three and twelve months ended December 31, 2019. A copy of the press release is hereby furnished to the Securities and Exchange 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.

(d) Exhibits
Exhibit Description
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99.1 Press Release issued on March 5, 2020

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 thereunto duly authorized.

Smith Micro Software, Inc.
Date:  March 5, 2020 By: /s/ Timothy C. Huffmyer
Timothy C. Huffmyer
Vice President and Chief Financial Officer

smsi-ex991_6.htm

EXHIBIT 99.1

IR INQUIRIES:

Charles Messman

Investor Relations

949-362-5800

IR@smithmicro.com

Smith Micro Reports Fourth Quarter and Fiscal Year 2019 Financial Results

Total Annual Revenue Grew to $43.3 million, a 65% Increase over Fiscal 2018

Total Fourth Quarter Revenue Grew to $12.3 million, a 67% Increase over Fourth Quarter 2018

PITTSBURGH, PA, March 5, 2020 – Smith Micro Software, Inc. (NASDAQ: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2019.

“The Company’s fiscal 2019 was an extremely positive year and exciting time for us, as we delivered strong revenue growth, profits, and cash flow from operations throughout the year,” said William W. Smith, Jr., President and CEO of Smith Micro. “We begin 2020 with a strong tailwind, a more diversified customer base, and overall enhanced product portfolio for our flagship SafePath platform, as we look to expand our leadership in the value-added services market within the mobile operators space.”

Fourth Quarter 2019 Financial Results

Smith Micro reported revenue of $12.3 million for the fourth quarter ended December 31, 2019, compared to $7.4 million reported in the fourth quarter ended December 31, 2018.

Fourth quarter 2019 gross profit was $11.3 million compared to $6.4 million reported in the fourth quarter of 2018.

Gross profit as a percentage of revenue was 92 percent for the fourth quarter of 2019 compared to 87 percent for the fourth quarter of 2018.

Generally accepted accounting principles in the United States (“GAAP”) net income available to common stockholders for the fourth quarter of 2019 was $3.7 million, or $0.09 diluted earnings per share,

Smith Micro Software Fourth Quarter and Fiscal Year 2019 Financial Results Page 2

compared to a GAAP net income available to common stockholders of $2.8 million, or $0.10 diluted earnings per share, for the fourth quarter of 2018.

Non-GAAP net income (which excludes stock-based compensation, amortization of intangibles, debt issuance and discount costs, fair value adjustments, loss on debt extinguishment, acquisitions costs, preferred stock dividends, and a normalized tax expense) for the fourth quarter of 2019 was $3.3 million, or $0.08 diluted earnings per share, compared to a non-GAAP net income of $939 thousand, or $0.03 diluted earnings per share, for the fourth quarter of 2018.

Fiscal Year 2019 Financial Results

Smith Micro reported revenue of $43.3 million for the year ended December 31, 2019, compared to $26.3 million reported for the year ended December 31, 2018.

Gross profit for the year ended December 31, 2019 was $39.4 million compared to $22.0 million reported for the same period in 2018.

Gross profit as a percentage of revenue was 91 percent for the year ended December 31, 2019 compared to 84 percent for the year ended December 31, 2018.

GAAP net income available to common stockholders for the year ended December 31, 2019 was $10.6 million, or $0.29 diluted earnings per share, compared to a GAAP net loss available to common stockholders of $3.1 million, or $0.14 diluted loss per share, for the same period in 2018.

Non-GAAP net income (which excludes stock-based compensation, amortization of intangibles, debt issuance and discount costs, fair value adjustments, loss on debt extinguishment, transaction gains, acquisition costs, preferred stock dividends, and a normalized tax expense) for the year ended December 31, 2019 was $9.8 million, or $0.26 diluted earnings per share, compared to a non-GAAP net loss of $67 thousand, or $0.00 diluted loss per share, for the year ended December 31, 2018.

Total cash and cash equivalents at December 31, 2019 were $28.3 million. Cash flow for the quarter is primarily a result of free cash flow from operations of $4.3 million.

To supplement our financial information presented in accordance with GAAP, the Company considers and has included in this press release certain non-GAAP financial measures, including a non-GAAP reconciliation of gross profit, income (loss) before taxes, net income (loss) available to common stockholders, and earnings (loss) per share in the presentation of financial results in this press release. Management believes this non-GAAP presentation may be more meaningful in analyzing our income

Smith Micro Software Fourth Quarter and Fiscal Year 2019 Financial Results Page 3

generation and has therefore excluded the following items from GAAP earnings calculations: stock-based compensation, amortization of intangibles, debt issuance and discount costs, fair value adjustments, loss on debt extinguishment, transaction gains, acquisition costs, and preferred stock dividends. Additionally, since we are in a cumulative loss position, a non-GAAP income tax expense (benefit) was computed using a 24 percent tax rate for 2019 and 2018 using the Company’s normalized combined U.S. federal, state, and foreign statutory tax rates less various tax adjustments. This presentation may be considered more indicative of our ongoing operational performance. The table below presents the differences between non-GAAP net income (loss) and net income (loss) 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 may not be comparable to similarly titled amounts reported by other companies.

Investor Conference Call

Smith Micro will hold an investor conference call today, March 5, 2020 at 4:30 p.m. EDT, to discuss the Company’s fourth quarter and fiscal year 2019 financial results. To access the call, dial 1-844-701-1164; international participants can call 1-412-317-5492. A passcode is not required to join the call; ask the operator to be placed into the Smith Micro conference. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. In addition, the conference call will be available on the Smith Micro website in the Investor Relations section.

About Smith Micro Software, Inc.

Smith Micro develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless service providers and cable MSOs around the world. From enabling the family digital lifestyle to providing powerful voice messaging capabilities, our solutions enrich today’s connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer IoT devices. The Smith Micro portfolio also includes a wide range of products for creating, sharing and monetizing rich content, such as visual voice messaging, optimizing retail content display and performing analytics on any product set. For more information, visit www.smithmicro.com.

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 owners.

Smith Micro Software Fourth Quarter and Fiscal Year 2019 Financial Results Page 4

Forward-Looking Statements

Certain statements in this press release are, and certain statements on the related conference call may be, forward-looking statements regarding future events or results, including statements related to our financial prospects and other projections of our outlook or performance and our future business plans, and statements using such words as “expect,” “anticipate,” “believe,” “plan,” “intend,” “could,” “will” and other similar expressions. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Among the important factors that could cause or contribute to such differences are customer concentration, given that the majority of our sales depend on a few large customer relationships, changes in demand for our products from our customers and their end-users, changes in requirements for our products imposed by our customers or by the fourth party providers of software and/or platforms that we use, our ability to effectively integrate, market and sell acquired product lines, new and changing technologies, customer acceptance and timing of deployment of those technologies, and our ability to compete effectively with other software and technology companies. These and other factors discussed in our filings with the Securities and Exchange Commission, including our 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, and we do not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this release.

Smith Micro Software Fourth Quarter and Fiscal Year 2019 Financial Results Page 5
Smith Micro Software, Inc.
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Reconciliation of GAAP to Non-GAAP Results
(in thousands, except per share data) - unaudited
GAAP Stock<br><br><br>Compensation Intangibles<br><br><br>Amortization Note<br><br><br>Issue/<br><br><br>Discount Fair Value Adjustments Gain on Sale of Software Product Loss on Debt Extinguishment Acquisition Costs Preferred Stock Dividends Taxes Non-<br><br><br>GAAP
Three Months Ended 12/31/19
Gross profit $ 11,253 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 11,253
Income before provision for<br><br><br>income taxes 3,743 354 227 - - - - 74 - - 4,398
Net income available to<br><br><br>common stockholders 3,671 354 227 - - - - 74 - (984 ) 3,342
Earnings per share: basic 0.10 0.01 0.01 - - - - 0.00 - (0.03 ) 0.09
Earnings per share: diluted 0.09 0.01 0.01 - - - - 0.00 - (0.02 ) 0.08
Three Months Ended 12/31/18
Gross profit $ 6,424 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 6,424
Income before provision for<br><br><br>income taxes 2,783 261 60 42 (2,314 ) - 203 201 - - 1,236
Net income available to common<br><br><br>stockholders 2,767 261 60 42 (2,314 ) - 203 201 34 (315 ) 939
Earnings per share: basic 0.10 0.01 0.00 0.00 (0.09 ) - 0.01 0.01 0.00 (0.01 ) 0.03
Earnings per share: diluted 0.10 0.01 0.00 0.00 (0.08 ) - 0.01 0.01 0.00 (0.01 ) 0.03
Year Ended 12/31/19
Gross profit $ 39,419 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 39,419
Income before provision for<br><br><br>income taxes 10,802 1,494 932 - - (483 ) - 152 - - 12,897
Net income available to common<br><br><br>stockholders 10,603 1,494 932 - - (483 ) - 152 119 (3,015 ) 9,802
Earnings per share: basic 0.31 0.04 0.03 - - (0.01 ) - 0.00 0.00 (0.09 ) 0.28
Earnings per share: diluted 0.29 0.04 0.03 - - (0.00 ) - 0.00 0.00 (0.08 ) 0.26
Year Ended 12/31/18
Gross profit $ 21,952 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 21,952
Loss before provision for<br><br><br>income taxes (2,727 ) 935 249 239 812 - 203 201 - - (88 )
Net loss available to common<br><br><br>stockholders (3,144 ) 935 249 239 812 - 203 201 404 34 (67 )
Loss per share: basic and<br><br><br>diluted (0.14 ) 0.04 0.01 0.01 0.04 - 0.01 0.01 0.02 0.00 (0.00 )
Note: Earnings (loss) per share: basic and diluted - may be impacted by rounding to allow rows to calculate.
Smith Micro Software Fourth Quarter and Fiscal Year 2019 Financial Results Page 6
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Smith Micro Software, Inc.
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Consolidated Statements of Operations
(in thousands, except per share data)
unaudited audited
For the Three Months For the Year
Ended December 31, Ended December 31,
2019 2018 2019 2018
Revenues $ 12,278 $ 7,352 $ 43,346 $ 26,285
Cost of revenues 1,025 928 3,927 4,333
Gross profit 11,253 6,424 39,419 21,952
Operating expenses:
Selling and marketing 1,988 1,296 7,517 5,784
Research and development 3,194 2,103 11,682 8,602
General and administrative 2,400 2,308 9,921 8,607
Restructuring expense 40 38 194 173
Total operating expenses 7,622 5,745 29,314 23,166
Operating income (loss) 3,631 679 10,105 (1,214 )
Non-operating income (expense):
Interest income (expense), net 111 (29 ) 228 (472 )
Change in fair value of warrant liability 2,314 (812 )
Gain on sale of software product 483
Loss on debt extinguishment (203 ) (203 )
Other income (expense), net 1 22 (14 ) (26 )
Income (loss) before provision for income taxes 3,743 2,783 10,802 (2,727 )
Income tax expense (benefit) 72 (18 ) 80 13
Net income (loss) 3,671 2,801 10,722 (2,740 )
Less preferred stock dividends (34 ) (119 ) (404 )
Net income (loss) available to common stockholders $ 3,671 $ 2,767 $ 10,603 $ (3,144 )
Earnings (loss) per share:
Basic $ 0.10 $ 0.10 $ 0.31 $ (0.14 )
Diluted $ 0.09 $ 0.10 $ 0.29 $ (0.14 )
Weighted average shares outstanding:
Basic 38,501 26,925 34,513 22,322
Diluted 41,767 27,395 36,991 22,322
Smith Micro Software Fourth Quarter and Fiscal Year 2019 Financial Results Page 7
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Smith Micro Software, Inc.
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Consolidated Balance Sheets
(in thousands)
December 31, December 31,
2019 2018
ASSETS
Current Assets:
Cash & cash equivalents $ 28,268 $ 12,159
Accounts receivable, net 10,894 7,130
Prepaid and other assets 802 795
Total current assets 39,964 20,084
Equipment & improvements, net 2,109 865
Right-of-use assets 6,464
Deferred tax asset, net 94 191
Other assets 234 140
Intangible assets, net 4,535 238
Goodwill 7,797 3,685
TOTAL ASSETS $ 61,197 $ 25,203
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 2,050 $ 1,160
Accrued payroll and benefits 2,107 1,745
Current operating lease liabilities 1,221
Other accrued liabilities 244 450
Deferred revenue 98 28
Total current liabilities 5,720 3,383
Operating lease liabilities 5,774
Deferred rent 885 723
Other long-term liabilities 134 534
Total non-current liabilities 6,793 1,257
Stockholders' Equity:
Preferred stock
Common stock 38 28
Additional paid in capital 274,041 256,626
Accumulated comprehensive deficit (225,395 ) (236,091 )
Total stockholders' equity 48,684 20,563
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 61,197 $ 25,203
Smith Micro Software Fourth Quarter and Fiscal Year 2019 Financial Results Page 8
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Smith Micro Software, Inc.
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Consolidated Statements of Cash Flows
(in thousands) unaudited audited
For the Three Months For the Year Ended
Ended December 31, December 31,
2019 2019 2018
Operating activities:
Net income (loss) $ 3,671 $ 10,722 $ (2,740 )
Adjustments to reconcile net income (loss) to net cash provided<br><br><br>by (used in) operating activities:
Depreciation and amortization 344 1,341 779
Non-cash lease expense 224 954
Amortization of debt discounts and financing issuance<br><br><br>costs 239
Restructuring costs 40 194 173
Provision for doubtful accounts and other adjustments to<br><br><br>accounts receivable 16 143 (82 )
Provision for excess and obsolete inventory 1 (16 )
Loss on disposal of fixed assets 6 7
Stock based compensation 355 1,494 935
Deferred income taxes 97 97 213
Change in fair value of warrant liability 812
Gain on sale of software product (483 )
Loss on debt extinguishment 203
Change in operating accounts:
Accounts receivable 220 (3,811 ) (1,903 )
Prepaid expenses and other assets (84 ) (32 ) (197 )
Accounts payable and accrued liabilities 284 (417 ) (1,252 )
Deferred revenue (7 ) (221 ) (45 )
Net cash provided by (used in) operating activities 5,160 9,988 (2,874 )
Investing activities:
Acquisition of Smart Retail business, net (3,974 )
Proceeds from sale of software product 7 370
Capital expenditures (835 ) (1,659 ) (173 )
Net cash used in investing activities (828 ) (5,263 ) (173 )
Financing activities:
Proceeds from stock sale for employee stock purchase plan 10 5
Proceeds from (payments related to) the issuance of<br><br><br>common stock (14 ) 17,600
Proceeds from exercise of common stock warrants 54 11,457
Proceeds from exercise of stock options 12 50
Repayments of short-term secured promissory notes (1,000 )
Repayments of related party notes payable (1,200 )
Repayments of notes payable (2,000 )
Dividends paid on preferred stock (119 ) (404 )
Net cash provided by financing activities 66 11,384 13,001
Net increase in cash and cash equivalents 4,398 16,109 9,954
Cash and cash equivalents, beginning of period 23,870 12,159 2,205
Cash and cash equivalents, end of period $ 28,268 $ 28,268 $ 12,159
Free cash flow:
Net cash provided by (used in) operating activities $ 5,160 $ 9,988 $ (2,874 )
Capital expenditures (835 ) (1,659 ) (173 )
Free cash flow $ 4,325 $ 8,329 $ (3,047 )