Dear Shareholder:
Attached you will find the year 2002 annual report for Smith Micro
Software, Inc. (Nasdaq: SMSI). The economy continued to struggle
throughout 2002 and it was a challenge for us as well, but we set a goal for
2002 to solidify the corporate infrastructure, continue to solidify our
existing wireless customer base, add new wireless customers, upgrade our
existing product line and make available new products that can assist in a
return to profitability.
Through our efforts in 2002, we were able to grow our cash reserves and reduce our liabilities. As a
result, I believe we put ourselves in a good position to achieve our goals going into 2003, which we
believe will be productive for our shareholders. As can be seen in the first quarter, we think we have
positioned ourselves appropriately in the market and will be able to effectively address the market as the
as it improves. I am optimistic about 2003 for Smith Micro and here are my reasons why.
Some of the most promising developments continue to occur in our Wireless & Broadband Division, as
reflected in a leadership position of providing our QuickLink Mobile to the number one and number
two wireless carriers in North America, Verizon Wireless and Cingular Wireless respectively. Also, we
recently announced the new QuickLink Mobile Wi-Fi at the CTIA Show in New Orleans this past
March. QuickLink Mobile Wi-Fi allows the consumer to freely migrate from a wireless data
connection to a Wi-Fi hotspot without needing to logoff the data connection and having to login to the
Wi-Fi hotspot. QuickLink Mobile Wi-Fi is the type of innovative technology that will return Smith
Micro to a position of prominence in the technology world.
We will continue to develop new technologies to support the growing and rapidly changing wireless
market. Through our solid relationships, we are able to work with our wireless customers in an effort to
keep ahead of market trends and build better technology and applications.
Over the course of 2002, we added more business with Cingular Wireless, started shipping QuickLink
Mobile to GTRAN Wireless, and added support within QuickLink Mobile for Verizon’s 1xRTT high-
speed network. We announced in the first quarter of 2003, that we have entered into an agreement with
QHP Systems, Inc. to represent us in China, where the use of mobile and wireless technology is
expected to show significant growth.. Although I cannot specify other customers that we plan to add in
2003 at this time, you should expect to hear about many other major players in the wireless arena
teaming with us to provide QuickLink Mobile and QuickLink Mobile Wi-Fi to their customers.
If we are successful at closing these deals, we expect our wireless customers to generate significant
revenues in 2003 with a positive effect on our bottom line. Our current relationship with Verizon and
Cingular and others such as Audiovox, Hughes Satellite Systems, Kyocera Wireless, Panasonic,
Samsung, Telus Mobility and Thuraya give us a solid basis to identify and add new domestic and
international customers.
While the Wireless and Broadband group was working on building its market, our other divisions
continue to demonstrate strong presence because of their ability to meet user needs with best-of-breed
products and services. Specifically:
•
In our Macintosh Division, the rollout of products for the Mac OS X, especially the release of
FAXstf X Pro, VideoLink for Mac and QuickLink Mobile for Mac, which includes
Bluetooth capability, are providing new revenue opportunities as we meet market demand for
utilities that are compatible with the Macintosh operating system. FAXstf X, a complete fax
solution built exclusively for OS X and bundled on all Macs, was the first in a series of OS X
products from which we expect strong sales.
• At the start of 2002, we reorganized and renamed the Internet Solutions Division to the Internet
and Software Solutions group. Late in 2001, we reorganized and renamed the WebCatalog
and WebMechant products into the WebDNA family of editions. WebDNA Commerce
Edition, which combined WebCatalog and WebMerchant, was the first to become
available. Throughout 2002, we started making available other editions starting with the
Developer Edition, then the Partner Edition, and then the Intranet Edition. At the beginning of
this year, we announced the availability of the Enterprise Edition, which also coincided with the
availability of the new version 5.0 of all editions. The ISS group also aggressively started to
market its hosting and value-added professional services capabilities. The new group also took
over responsibility for the retail channel and the related products. This included the HotFax
and CheckIt Product lines which we historically shipped into the traditional retail channel.
Our focus in 2002 was to transition our primary focus to online sales and supplementary
distribution and this proved to be successful in 2002. We believe that the reorganization of the
WebDNA product line better meets the needs of our developer and customer base and as a
result, will prove to be productive for shareholders.
I invite you to examine the attached Annual Report (Form 10-K) for a detailed analysis of our
performance in 2002, and I have confidence in our ability to deliver shareholder value in 2003. I also
invite you to examine our products on our Web site at www.smithmicro.com/products. Thank you for
your continued support.
Sincerely,
William W. Smith, Jr.
Chairman of the Board,
President and Chief Executive Officer
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 0-26536
SMITH MICRO SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
51 Columbia, Suite 200, Aliso Viejo, CA
(Address of principal executive offices)
33-0029027
(I.R.S. Employer Identification Number)
92656
(Zip Code)
Registrant’s telephone number, including area code: (949) 362-5800
Common Stock, $.001 par value
(Title of each class)
Nasdaq SmallCap Market
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ ].
Indicate by check mark if whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YES [ ] NO [X]
The Registrant does not have different classes of Common Stock. As of June 28, 2002, the last business day of the Registrant’s most
recently completed second quarter, the aggregate market value of the Common Stock of the Registrant held by non-affiliates was $7,432,158,
based upon the closing sale price of such stock on that date. For purposes of such calculation, only executive officers, board members, and
beneficial owners of more than 10% of the Company’s outstanding Common Stock are deemed to be affiliates.
As of March 5, 2003, there were 16,227,416 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders currently expected to be held on May 20, 2003, as filed
with the Securities Exchange Act of 1934, are incorporated by reference in Part III of this Report.
TABLE OF CONTENTS
PART I
Item 1. BUSINESS
Item 2. PROPERTIES
Item 3. LEGAL PROCEEDINGS
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Item 6. SELECTED FINANCIAL DATA
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Item 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
Item 11. EXECUTIVE COMPENSATION
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Item 14. CONTROLS AND PROCEDURES
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
SIGNATURES
CERTIFICATIONS
EXHIBIT INDEX
EXHIBIT 23.1
Table of Contents
Item 1. BUSINESS
Item 2. PROPERTIES
Item 3. LEGAL PROCEEDINGS
SMITH MICRO SOFTWARE, INC.
2002 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
PART II
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Item 6. SELECTED FINANCIAL DATA
Page
3
10
10
10
11
12
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
13
Item 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
Item 11. EXECUTIVE COMPENSATION
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Item 14. CONTROLS AND PROCEDURES
PART IV
Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
SIGNATURES
CERTIFICATIONS
2
27
28
29
29
29
29
29
30
31
33
34
Table of Contents
The Private Securities Litigation Reform Act Of 1995 Provides A “Safe Harbor” For Forward-Looking Statements. The Statements
Contained In This Annual Report On Form 10-K That Are Not Statements Of Historical Fact May Be Forward Looking Statements. Words
Such As “Anticipates,” “Believes,” “Expects,” “Intends,” “Plans” Or Similar Expressions Are Intended To Identify Such Forward-Looking
Statements. Such Statements Are Not Guarantees Of Future Performance And Are Subject To A Number Of Risks And Uncertainties That
Could Cause The Actual Results Of The Company To Materially Differ From Those Anticipated. Readers Are Cautioned Not To Place Undue
Reliance On These Forward-Looking Statements That Speak Only As The Date Hereof. The Company Disclaims Any Obligation To Publicly
Release The Results Of Any Revisions To These Forward Looking Statements That May Be Made To Reflect Events Or Circumstances
Occurring Subsequent To The Filing Of This Form 10-K With The Securities And Exchange Commission Or Otherwise To Revise Or Update
Any Oral Or Written Forward Looking Statement That May Be Made From Time To Time By Or On Behalf Of The Company. Readers Are
Also Urged To Carefully Review And Consider The Various Disclosures Made By The Company That Describe Certain Factors Which Affect
The Company’s Business, Including The “Risk Factors” Commencing On Page 21 Of This Annual Report, In “Management’s Discussion And
Analysis Of Financial Condition And Results Of Operations” And Similar Discussions In Our Other Securities And Exchange Commission
Filings. You Should Carefully Consider Those Factors, In Addition To The Other Information In This Annual Report, Before Deciding To
Invest In Our Company Or To Maintain Or Increase Your Investment.
In This Document, The Terms “Smith Micro,” “Company,” “We,” “Us,” And “Our” Refer To Smith Micro Software, Inc. And Its
Subsidiaries.
PART I
Item 1. BUSINESS
General
Smith Micro Software, Inc., a Delaware corporation, (the “Company”) is a developer and marketer of wireless, communications, diagnostic,
utility and eBusiness software products as well as a provider of Internet consulting, hosting and fulfillment services. We design integrated,
cross platform, easy-to-use software for personal computing and business solutions. Our software includes products developed for the wireless
and Internet technologies, products that enable wireless communications, eBusiness, Internet communications, video conferencing, general
system utility and diagnostic products and network fax along with traditional computer telephony. We continue to develop new products that
leverage off our core technologies. We also leverage our experience and position with original equipment manufacturers, commonly known as
OEM’s, to deploy these new product releases.
We manufacture, market and sell value-added wireless telephony products primarily targeted at the OEM market, particularly mobile phone
manufacturers and wireless service providers. We offer software products for Windows XP, Windows 2000, Windows NT, Windows 98,
Windows 95, Windows ME, Windows CE, Pocket PC, Palm, Macintosh, Unix and Linux operating systems. The underlying design concept is
the long-standing Smith Micro concept of “enhancing the out-of-box experience” for the ultimate consumer, thereby keeping the consumer
satisfaction high and the OEM device sold. In addition, our custom engineering services bring more than 20 years of hardware and software
experience to OEM’s seeking to better market their products by adding additional product features, customizing existing features and
translating an application into additional languages. We currently maintain OEM relationships with many wireless service providers and
manufacturers that produce wireless handsets that take advantage of the high bandwidth Internet connectivity including: Audiovox, Cingular
Wireless, Hughes Network Systems, Kyocera, LGIC, Samsung and Verizon Wireless.
The Company’s diagnostic & utility products include well-known brands such as HotFax, HotFax MessageCenter, FAXstf, FAXstfPro and
CheckIt. These products are sold in both the OEM and retail channels. In
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the OEM market, we are a supplier of communication and diagnostic utility software, having shipped over 40 million copies of products. We
currently maintain OEM relationships with many companies including Apple Computer and Philips Consumer Electronics. Additionally, these
products are available through our web store, retail stores, direct sales, online locations, and value-added resellers (VAR’s) for the consumer
and business markets.
The Internet marketplace is the focus of the Company’s WebDNA™ eBusiness software product, targeted at a broad spectrum of Internet
users including developers, entrepreneurs, small businesses and large corporations. WebDNA™ provides the tools necessary to develop a Web
site or an eBusiness site supporting Windows, Mac, Unix and Linux. Wireless WebDNA™ is an additional function that can be added to a web
site built using WebDNA™ that enables WAP (Wireless Application Protocol) capability. WebDNA™ is available directly from the Company
in five editions to cover a broad range of users. Consulting services offered include: website design and installation, website hosting,
fulfillment services for customer web stores and WebDNA™ consulting. ISS customers include: CB Richard Ellis, Diedrich’s Coffee, Kyocera
Wireless, Harmon Multimedia, Rubio’s Restaurants and Verizon Wireless, among others.
Industry Backgrounds
Wireless Industry — The evolving types of wireless infrastructures being implemented, such as 1xRTT, GPRS and ultimately 3G, offer
wider bandwidth data services. Wireless platforms include the basic cellular phone, personal computing devices (PC’s) and personal
communications devices including PDA’s and handheld’s. The adoption of these new mobile and wireless communications services provides
opportunities for new communications software products.
Diagnostic/Utility Software Industry — Diagnostic and utility software products assist home or corporate users, and hardware
manufacturers or service companies to identify and repair computer system related errors and problems.
Internet Industry — Businesses and consumers are using the Internet to communicate, transact business, share information, and access vast
information resources. This is driving the adoption of new technology, products and services that enhance the Internet experience. Our cross-
platform (Windows, Unix, Linux and Macintosh) WebDNA™ product is targeted at this market.
Computer Consulting Industry — A corporation’s information technology department generally evaluates whether to design, build or
support computer applications internally or to contract some or all of this work to outside specialists with technical expertise. Many
corporations choose to use outside consulting contractors for this work in order to focus their resources on their core competencies and avoid
the time and expense required to train their own employees. Our efforts are focused on these outsourced services.
Smith Micro Strategy and Products
The Company operates in two business segments: Software Products and Services. Within the software products segment, the Company
concentrates on wireless products, Macintosh products, eBusiness products for the OEM and retail markets. The Services segment provides
eBusiness consulting services, web site hosting and order fulfillment services. The Company does not separately allocate operating expenses to
these segments, nor does it allocate specific assets to these segments. See Note 7 of Notes to Consolidated Financial Statements for financial
information related to our operating segments.
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Products and Services
The following is a list of the software products and services we offer, as well as a brief description of their principal features and functions:
Software Products
QuickLink® Mobile
Turns data capable wireless phones into wireless modems.
QuickLink® Mobile
Phonebook
Enables users to be able to easily edit wireless phonebooks on a PC computer and copy, email or PIM databases to
the phone.
QuickLink® Fax
Turns data capable wireless phones into wireless fax modems.
FAXstf™ X &
FAXstf™ X Pro
HotFax®
MessageCenter
HotFax®
Enables users to exchange faxes and data files with remote modems, fax/modems, and fax machines quickly and
easily on the Mac OS X operating environment.
An integrated voice, fax and data communication software program that lets users receive voice mail and exchange
faxes and data files with remote modems, fax/modems, and fax machines quickly and easily.
Enables users to exchange faxes and data files with remote modems, fax/modems, and fax machines quickly and
easily.
HotFax® Share
A client/server network faxing solution that eliminates the need for phone lines at every desktop.
WebDNA™
Provides the tools necessary to develop a Web site or an eBusiness site supporting Windows, Mac, Unix and
Linux. Wireless WebDNA™ is an additional function that can be added to a Web site built using WebDNA™ that
enables WAP capability. WebDNA™ is available in five editions to cover a broad range of users including
developers, entrepreneurs, small businesses and large corporations.
CheckIt® Utilities
Provides end-users the hardware information they need to evaluate, fine-tune and manage their systems.
CheckIt®
NetOptimizer™
An Internet performance utility that actually speeds up Internet usage by adjusting computer modem, port and
software settings to accept data faster from the Internet.
CheckIt®
FastMove™
A program that lets users copy files, folders or directories with the single simple click of a button.
VideoLink® &
VideoLink® Pro
Enables video and audio communications over the Internet, intranet or ordinary telephone lines using a standard
analog modem connection.
VideoLink® Mail
Allows users to attach audio/video messages to emails as self-extracting files that can be opened by recipients
without special software.
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Services
Consulting
Hosting
Consulting services range from supporting our WebDNA™ product to complete website design and installation
consulting services.
We maintain a network operations facility that is monitored 24 hours a day and 7 days a week to ensure maximum
uptime. We offer a broad spectrum of bandwidth and service options to customers. We host customers on one of
our servers or house their server at our location.
Fulfillment
An extension of the Company’s eBusiness activity includes order fulfillment services for customer web stores.
Acquisitions
In September 2000, we acquired the eBusiness consulting practice of QuickStart Technologies, Inc. As a result of this acquisition, we now
have a comprehensive suite of services to assist middle market clients in planning, implementing and supporting eBusiness initiatives. These
services include methodologies to help clients focus, define and prioritize Internet investments; develop eBusiness sites and custom eBusiness
applications; implement tools to increase revenue per online transaction and transactions per customer; warehouse, mine and integrate data for
enhanced accessibility and effective decision support; and select the right technology infrastructure to support eBusiness.
In July 2000, we acquired the CheckIt® line of software products from Touchstone Software Corporation and eSupport.Com, Inc., a wholly
owned subsidiary of TouchStone Software Corporation. We market these products under the Smith Micro CheckIt® brand including: CheckIt®
NetOptimizer™, CheckIt® Utilities; CheckIt® FastMove™; and CheckIt® Suite. CheckIt® NetOptimizer™ analyzes and optimizes wireless,
broadband and dialup Internet connections for maximum performance. CheckIt® Utilities enables users to uncover potential problems, check
PC performance and assess system reliability. CheckIt® FastMove™ is a file synchronization and transfer program for users who work on
multiple PC’s and also includes file management utilities. These products are also included as components in the CheckIt® Suite product as
well as available in special versions for OEM customers along with CheckIt® Factory Edition, targeted at PC manufacturers for factory testing
and burn-in.
Sales and Marketing
Our products are available worldwide to customers through channels that include distributors, retail, mail order, corporate resellers, Internet
based online resellers, value added resellers, and original equipment manufacturers. We also sell products and product upgrades over the
Internet through our own web store at www.smithmicro.com.
We maintain distribution relationships with major independent distributors. These distributors stock our products for redistribution to
independent dealers, retailers, consultants and other resellers. Our sales force works closely with our major distributor and reseller accounts to
manage the flow of orders and inventory levels.
Our agreements with distributors are generally nonexclusive and may be terminated by either party without cause. These distributors are not
within our control; are not obligated to purchase products from us; and they also represent other vendors’ product lines. As a percentage of our
net revenues, retail sales represented 9.5% of our revenues in 2002, 13.8% of our revenues in 2001 and 24.4% of our revenues in 2000. For
further discussion, see Summary of Significant Accounting Policies and Notes to Consolidated Financial Statements in this Form 10-K.
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Our OEM market continues to evolve as we continue to offer new communications products and OEM’s adopt new technologies and
software bundling techniques. Our OEM customers include: wireless phone manufacturers; wireless service providers; camera manufacturers;
and other PC related equipment manufacturers. These manufacturers bundle our software products with their own products. We have translated
selected products into as many as eighteen languages to allow our OEM customers the flexibility of offering multi-language products that meet
the needs of their worldwide markets.
The cycle from the placement of an OEM order to shipping is very short. OEM customers generally operate under a just-in-time system and
we generally ship our products as we receive orders. Additionally, an increasing percentage of our OEM revenue is derived from royalties
accrued by customers that are authorized to replicate or to preload our software products.
The three largest OEM customers, and their respective affiliates, in each year, have accounted for 39.4% of our net revenues in 2002, 23.4%
of our net revenues in 2001, and 21.0% of our net revenues in 2000. Our major customers could reduce their orders of our products in favor of
a competitor’s product or for any other reason. The loss of any of our major OEM customers, decisions by a significant OEM customer to
substantially decrease purchases or our inability to collect receivables from these customers could have an adverse effect on our business.
We have relatively little backlog for our OEM products at any given time and we do not consider backlog to be a significant indicator of
future performance. Moreover, we generally do not produce software in advance of anticipated orders and therefore have insignificant amounts
of inventory. As a result of the foregoing, our revenues in any quarter are substantially dependent on orders booked in that quarter.
Our consulting service group assists customers in deploying and using computer operating systems, applications, and communications
products. This group works out of our Internet Software & Solutions unit and helps create enterprise-wide computing solutions for large
corporate accounts.
Customer Service and Technical Support
We provide technical support and customer service through our web site, email, telephone and fax. OEM customers generally provide their
own primary customer support functions and rely on us for back-up support for their own technical support personnel. We provide technical
support to end users of OEM customers through the technical support section of our web site.
Product Development
The software industry, particularly the Internet and wireless markets, is characterized by rapid and frequent changes in technology and user
needs. We work closely with industry groups and customers, both current and potential, to help us anticipate changes in technology and
determine future customer needs. Software functionality depends upon the capabilities of the hardware. Accordingly, we maintain engineering
relationships with various hardware and silicon chip manufacturers and we develop our software in tandem with their development. Our
engineering relationships with manufacturers, as well as with our major customers, are central to our product development efforts. In addition,
we participate in software product developer programs sponsored by key industry companies such as Microsoft and Apple. We remain focused
on the development and expansion of our technology, particularly our wireless, diagnostic, utility and Internet software technologies. Research
and development expenditures amounted to $2.2 million, $3.0 million and $4.0 million for the years ended December 2002, 2001 and 2000,
respectively.
Manufacturing
Our software is sold in several forms. We offer a package that includes: a CD-ROM; a manual; and certain other documentation or
marketing material. We also permit selected OEM customers to duplicate their own CD-ROM’s
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and pay a royalty based on usage. This method of sale does not require us to provide a CD or manual. Finally, we grant licenses to certain
OEM customers that enable those customers to preload a copy of our software onto a personal computer’s hard drive. With the corporate sales
program, we offer site licenses under which a corporate user is allowed to distribute copies of the software to users within the corporate sites.
Our product development groups produce a product master for each product that is then duplicated and packaged into products by the
manufacturing organization. All product components are purchased by our personnel in our Aliso Viejo, California facility. The manufacturing
steps that are subcontracted to outside vendors include the replication of CD-ROM’s and the printing of documentation materials. Assembly of
the final package is completed in our Aliso Viejo, California manufacturing facility.
Competition
The markets in which we operate are highly competitive and subject to rapid changes in technology. The strategic directions of major
personal computer and wireless communication hardware manufacturers and operating system developers are also subject to change. We
compete with other software vendors for access to distribution channels, retail shelf space and the attention of customers. We also compete
with other software companies in our efforts to acquire software technology developed by third parties and in attracting qualified personnel.
We believe that the principal competitive factors affecting the communication and diagnostic utility software market include product
features and ease of use, willingness of the vendor to customize the product to fit customer-specific needs, product reputation, product quality,
product performance, price, customer service and support and the effectiveness of sales and marketing efforts. Although we believe that our
products currently compete favorably with respect to these factors, there can be no assurance that we can maintain our competitive position
against current and potential competitors, especially those with significantly greater financial, marketing, service, support, technical and other
resources.
Because there are relatively low barriers to entry in the communication and diagnostic utility software market and because rapidly changing
technology is constantly creating new opportunities in this market, we expect new competitors to enter the market. We also believe that
competition from established and emerging software companies will continue to intensify as the emerging mobile, wireless and Internet
markets evolve. The markets in which we compete have been characterized by the consolidation of established communication software
suppliers and we believe that this trend may continue, which may lead to the creation of additional large and better-financed competitors.
Increased competition could result in price reductions, reduced gross margins and loss of market share, any of which could have a material
adverse effect on our business.
We face competition from Microsoft, which dominates the personal computer software industry. Due to its market dominance and the fact
that it is the publisher of the most prevalent personal computer operating systems, Windows, Microsoft represents a significant competitive
threat to all personal computer software vendors, including us. We also compete with Symantec and Network Associates, among others, for
communication, diagnostic and utility software products. Some of our competitors have a retail emphasis and offer OEM products with a
reduced set of features. The opportunity for retail upgrade sales may induce these and other competitors to make OEM products available at
their own cost or even at a loss. Such a pricing strategy could have an adverse effect on our business.
Many of our current and prospective competitors have significantly greater financial, marketing, service, support, technical and other
resources than we do. Moreover, these companies may introduce additional products that are competitive with ours, and our products may not
compete effectively with such products. We believe that our ability to compete depends on elements both within and outside of our control,
including the success and timing of new product development and introduction, product performance, price, distribution and customer support.
We may not be able to compete successfully with respect to these and other factors. We believe that the market for our software products has
been and will continue to be characterized by significant price competition. A material reduction in the price of our products could negatively
affect our profitability.
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Many of our existing and potential OEM customers have substantial technological capabilities. These customers may currently be
developing, or may in the future develop, products that compete directly with our products. In such event, these customers may discontinue
purchases of our products. Our future performance is substantially dependent upon the extent to which existing OEM customers elect to
purchase communication software from us rather than design and develop their own software. In light of the fact that our customers are not
contractually obligated to purchase any of our products, they may cease to rely, or fail to expand their reliance, on us as an external source for
communication software in the future.
Proprietary Rights and Licenses
Our success and ability to compete is dependent upon our software code base, our programming methodologies and other intellectual
properties. To protect our proprietary technology, we rely on a combination of trade secrets, nondisclosure and patent, copyright and trademark
law that may afford only limited protection. We apply for various patents and trademarks to protect intellectual property. We seek to avoid
disclosure of our intellectual property by requiring employees and consultants with access to our proprietary information to execute
confidentiality agreements with us and by restricting access to our source code. The steps that we have taken to protect our proprietary
technology may not be adequate to deter misappropriation of our proprietary information or prevent the successful assertion of an adverse
claim to software utilized by us. In addition, we may not be able to detect unauthorized use of our intellectual property rights or take effective
steps to enforce those rights.
In selling our products, we primarily rely on “shrink wrap” licenses that are not signed by licensees and, therefore, may be unenforceable
under the laws of certain jurisdictions. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent
as do the laws of the United States. Accordingly, the means we use currently to protect our proprietary rights may not be adequate. Moreover,
our competitors may independently develop technology similar to ours. We also license technology on a non-exclusive basis from several
companies for inclusion in our products and anticipate that we will continue to do so in the future. If we are unable to continue to license these
technologies or to license other necessary technologies for inclusion in our products, or if we experience substantial increases in royalty
payments under these third party licenses, our business could be materially and adversely affected.
Although we believe that our products do not infringe on the intellectual property rights of others, such a claim may be asserted against us in
the future. From time to time, we have received and may receive in the future, communications from third parties asserting that trademarks
used by us or features or content of certain of our products infringe upon intellectual property rights held by such third parties. As the number
of trademarks, patents, copyrights and other intellectual property rights in our industry increases, and as the coverage of these patents and rights
and the functionality of products in the market further overlap, we believe that our products, with their existing technology, may increasingly
become the subject of infringement claims. Moreover, any of these proceedings could also result in an adverse decision as to the priority of our
inventions. Such results would materially and adversely affect us, and may also require us to obtain one or more licenses from third parties. We
may not be able to obtain any such required licenses upon reasonable terms, if at all, and the failure by us to obtain such licenses could prohibit
us from selling some of our products or require us to modify some of our existing products.
Employees
As of December 31, 2002, we had a total of fifty-six employees: twenty-five engaged in engineering; ten in sales and marketing; nine in
management and administration; seven in customer support; and five in manufacturing. We utilize temporary labor to assist during peak
periods of manufacturing volume. We believe that our future success will depend in large part upon our continuing ability to attract and retain
highly skilled managerial, sales, marketing, customer support, research and development personnel and consulting staff. Like other software
companies, we face intense competition for such personnel, and we have at times experienced and continue to experience difficulty in
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recruiting qualified personnel. There can be no assurance that we will be successful in attracting, assimilating and retaining other qualified
personnel in the future. We are not subject to any collective bargaining agreement and we believe that our relationships with our employees are
good.
Item 2. PROPERTIES
Our corporate headquarters, including our principal administrative, sales and marketing, customer support and research and development
facility is located in approximately 28,500 square feet of space in Aliso Viejo, California. We have leased this facility through March 31, 2003.
The company is currently evaluating alternative solutions for the Aliso Viejo facility and will enter into a month-to-month arrangement for the
current facility if required. We operate both our products and services reporting segments within this facility.
Our other locations include a facility of approximately 7,000 square feet in San Diego, California pursuant to a lease that expires July 31,
2005. This space is currently sublet to a third party through December 31, 2003. Additionally, we have approximately 3,100 square feet in
Beaverton, Oregon pursuant to a lease that extends through February 28, 2005. As part of the restructuring plan implemented in 2001, this
facility has been vacated and we are in the process of securing a sub-tenant or negotiating a settlement with the leaseholder. We also have a
facility of approximately 3,000 square feet in Lee’s Summit, Missouri pursuant to a lease that expires August 31, 2004. We believe that
suitable additional or alternative space will be available in the future on commercially reasonable terms as needed.
Item 3. LEGAL PROCEEDINGS
There are no pending material legal issues at this time although we may become subject to various legal proceedings and claims that arise in
the ordinary course of business.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of stockholders during the quarter ended December 31, 2002.
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PART II
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our common stock is traded on the Nasdaq SmallCap Market under the symbol “SMSI.” The high and low sale prices for our common
stock as reported by Nasdaq are set forth below for the periods indicated.
YEAR ENDED DECEMBER 31, 2002:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
YEAR ENDED DECEMBER 31, 2001:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
$ 1.65
1.19
0.71
0.90
3.72
1.97
1.50
1.25
0.90
0.60
0.30
0.17
0.97
1.12
0.55
0.60
On March 5, 2003, the closing sale price for our common stock as reported by Nasdaq was $0.54.
Holders
As of March 5, 2003, there were 148 holders of record of our common stock.
Dividends
We have never paid any cash dividends on our common stock and we have no current plans to do so.
Recent Sales of Unregistered Securities
None.
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Item 6. SELECTED FINANCIAL DATA
Statement of Operations Data:
Net Revenues:
Products
Services
Total Net Revenues
Cost of Revenues:
Products
Services
Total Cost of Revenues
Gross profit
Operating expenses:
Selling and marketing
Research and development
General and administrative
Restructuring Costs
Total operating expenses
Operating loss
Interest Income
Interest and Other Expense
Loss before income taxes
Income tax (benefit) expense
Net loss
Year Ended December 31,
2002
2001
2000
1999
1998
(in thousands, except per share data)
$ 6,029
1,102
$ 6,945
2,544
$ 10,884
2,595
$ 8,841
$ 9,786
7,131
9,489
13,479
8,841
9,786
1,420
782
1,880
2,048
2,499
1,150
2,476
2,911
2,202
3,928
3,649
2,476
2,911
4,929
5,561
9,830
6,365
6,875
2,175
2,162
2,316
4,571
2,997
3,734
380
5,319
4,041
3,985
4,276
3,826
3,923
3,619
3,416
3,556
6,653
11,682
13,345
12,025
10,591
(1,724 )
45
(71 )
(6,121 )
199
(113 )
(3,515 )
482
(68 )
(5,660 )
502
(55 )
(3,716 )
761
(53 )
(1,750 )
(1,062 )
(6,035 )
90
(3,101 )
54
(5,213 )
888
(3,008 )
(1,112 )
$
(688 )
$ (6,125 )
$ (3,155 )
$ (6,101 )
$ (1,896 )
Net loss per share, basic and diluted
$ (0.04 )
$ (0.38 )
$ (0.20 )
$ (0.40 )
$ (0.13 )
Weighted average shares, basic and diluted
16,235
16,232
15,984
15,292
15,075
As of December 31,
2002
2001
2000
1999
1998
Balance Sheet Data:
Total assets
Total liabilities
Accumulated deficit
Total stockholders’ equity
1,154
$ 6,766 $ 9,257 $ 15,314 $ 15,929 $ 20,947
2,887 2,097 2,655
(3,122 )
(9,223 )
6,302 12,427 13,832 18,292
(12,378 )
(18,503 )
(19,191 )
2,955
5,612
The table above sets forth our selected consolidated financial data. We derived this information from the consolidated financial statements
of Smith Micro for each of the five years ended December 31, 2002.
You should read this selected consolidated financial data along with the consolidated financial statements and related Notes contained in this
Report and in our other reports filed with the SEC, as well as the section of this Report and our other reports titled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations.”
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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain Statements In This Report, Including Statements Regarding The Company’s Strategy, Financial Performance And Revenue
Sources, Are Forward-Looking Statements Within The Meaning Of The Private Securities Litigation Reform Act Of 1995, Section 21e Of The
Securities Exchange Act Of 1934, As Amended, And Section 27a Of The Securities Act Of 1933, As Amended, And Are Subject To The Safe
Harbors Created By That Act And Those Sections. These Forward-Looking Statements Are Based On Current Expectations And Entail
Numerous Risks And Uncertainties That Could Cause The Company’s Actual Results To Differ Materially From Those Expressed In Such
Forward-Looking Statements. The Company’s Actual Results Could Differ Materially From The Results Anticipated In These Forward-
Looking Statements As A Result Of Those Factors Set Forth Under “Risk Factors” And Elsewhere In This Report. Readers Are Urged To
Carefully Review And Consider The Various Disclosures Made By The Company In This Report And In The Company’s Other Reports Filed
With The SEC That Attempt To Advise Interested Parties Of Certain Risks Factors That May Affect The Company’s Business. Readers Are
Cautioned Not To Place Undue Reliance On Any Forward-Looking Statements Contained In This Report. You Should Read The Following
Discussion And Analysis In Conjunction With The Company’s Consolidated Financial Statements And Notes Thereto Contained Elsewhere In
This Report.
Critical Accounting Policies
The Company’s discussion and analysis of its results of operations, financial condition and liquidity are based upon the Company’s
consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances. Actual results may materially differ from these estimates under
different assumptions or conditions. On an on-going basis, the Company reviews its estimates to ensure that the estimates appropriately reflect
changes in its business or as new information becomes available.
Management believes the following critical accounting policies affect its more significant estimates and assumptions used in the preparation
of its consolidated financial statements:
Revenue Recognition — Software revenue is recognized in accordance with the Statement of Position (SOP) 97-2, Software Revenue
Recognition, as amended . SOP 97-2 provides guidance on when revenue should be recognized for licensing, selling, leasing or otherwise
marketing computer software. We generally recognize revenues from sales of our software as completed products are shipped and title passes
and from royalties generated as authorized customers duplicate our software, assuming collectibility is reasonably assured. Returns from OEM
customers are generally limited to defective goods or goods shipped in error. We may permit retail customers to return or exchange product and
may provide price protection on products unsold by a customer. In accordance with Statement of Financial Accounting Standards
(SFAS) No. 48, Revenue Recognition when Right of Return Exists , revenue is recorded net of an allowance for estimated returns and other
concessions to the extent that such returns are estimable and certain other conditions are met. Such reserves are based upon management’s
evaluation of historical experience, current industry trends and estimated costs. While returns and other concessions have historically been
within management’s estimates, the amount of estimated reserves could change as new information becomes available. In July of 2002, we
signed a new distribution agreement with our primary distributor. As a result of the negotiation of sales return and collection terms in a new
distribution agreement, revenue from distributors is now recognized upon sell-through to the end customer, rather than upon shipment to the
distributor. The related impact during the third quarter of 2002 was to defer recognition of sales to distributors and increase reserves for
inventory
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currently in the channel, totaling approximately $200,000. We also provide technical support to our customers. Such costs have historically
been insignificant.
We recognize consulting services and hosting revenues as services are provided or as milestones are delivered and accepted by our
customers.
Sales Incentives — In 2001 the Emerging Issues Task Force issued EITF 01-09, Accounting for Consideration Given by a Vendor to a
Customer (Including a Reseller of the Vendor’s Product). Effective January 1, 2002, we adopted EITF 01-09. Pursuant to EITF 01-09, the cost
of sales incentives we offer without charge to customers that can be used in, or that are exercisable by a customer as a result of, a single
exchange transaction, is required to be accounted for as a reduction of revenue. Our consolidated financial statements for prior periods have
been reclassified to comply with the revised income statement display requirements for comparative purposes. The result of this adoption was a
reduction in revenue with a corresponding reduction in selling and marketing expense of $223,000, $1.3 million and $259,000 in the three
years ended December 31, 2002, 2001 and 2000, respectively.
Accounts Receivable — We sell our products worldwide. We perform ongoing credit evaluations of our customers and generally do not
require collateral. We maintain reserves for estimated credit losses, and those losses have historically been within our expectations. We cannot,
however, guarantee that we will continue to experience the same credit loss rates that we have in the past. If not, this could have an adverse
effect on our consolidated financial statements. Allowances for product returns are included in other adjustments to accounts receivable on the
accompanying consolidated balance sheet.
Long Lived Assets — We account for the impairment and disposition of long-lived assets in accordance with Statement of Financial
Accounting Standards (SFAS) No. 144, Accounting for Impairment or Disposal of Long-Lived Assets . This statement addresses financial
accounting and reporting for the impairment of long-lived assets and for the disposal of long-lived assets. SFAS No. 144 superseded SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of , and is effective for fiscal years
beginning after December 15, 2001. We adopted SFAS No. 144 on January 1, 2002. In accordance with SFAS No. 144, long-lived assets to be
held are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. We periodically
review the carrying value of long-lived assets to determine whether or not an impairment to such value has occurred. We have determined that
there was no impairment at December 31, 2002.
Goodwill — SFAS No. 142, which was adopted on January 1, 2002, requires that goodwill and other intangible assets with indefinite useful
lives no longer be amortized, but instead be tested for impairment at least annually and written down when impaired. SFAS No. 142 also
requires purchased intangible assets other than goodwill to be amortized over their useful lives unless these lives are determined to be
indefinite. In accordance with this Standard, we no longer amortize goodwill and indefinite life intangible assets but evaluates their carrying
value at least on an annual basis or when events or circumstances indicate that their carrying value may be impaired. We ceased amortizing
goodwill as of the beginning of fiscal 2002. In accordance with SFAS No. 142, we were required to perform a two-step transitional impairment
review. The first step of this review was completed by June 30, 2002 with the determination of the fair value of our reporting units in order to
identify whether the fair value of each reporting unit is less than its carrying amount. In the event that the fair value of the reporting unit is less
than the carrying amount, the second step of the test would be required to determine if the carrying value of goodwill exceeds the implied
value. We determined that we did not have any impairment of goodwill at transition on January 1, 2002 or at December 31, 2002. We had no
indefinite life intangibles as of January 1, 2002. If estimates change, a materially different impairment conclusion could result. In accordance
with this pronouncement, effective January 1, 2002, we no longer amortize goodwill. For comparison, goodwill amortization expense was
$522,000 and $431,000 in the years ended December 31, 2001 and 2000, respectively. At December 31, 2002, the amount of goodwill
allocated to the products reporting segment is $1,380,000. The amount of goodwill allocated to the services reporting segment is $335,000.
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Results of Operations
The following table sets forth certain consolidated statement of operating data as a percentage of total revenues for the periods indicated:
Net Revenues:
Products
Services
Total net revenues
Cost of revenues:
Products
Services
Total cost of revenues
Gross profit
Operating expenses:
Selling and marketing
Research and development
General and administrative
Restructuring
Total operating expenses
Operating loss
Interest income
Interest and other expense
Loss before income taxes
Income tax expense
Net loss
Years Ended December 31,
2002
2001
2000
84.6 %
15.4 %
73.2 %
26.8 %
80.8 %
19.2 %
100.0 %
100.0 %
100.0 %
19.9 %
11.0 %
19.8 %
21.6 %
18.5 %
8.5 %
30.9 %
41.4 %
27.0 %
69.1 %
58.6 %
73.0 %
30.5 %
30.3 %
32.5 %
48.2 %
31.6 %
39.3 %
4.0 %
39.5 %
30.0 %
29.6 %
93.3 %
123.1 %
99.1 %
(24.2 )%
0.6 %
(1.0 )%
(64.5 )%
2.1 %
(1.2 )%
(26.1 )%
3.6 )%
(0.5 )%
(24.6 )%
(15.0 )%
(63.6 )%
1.0 %
(23.0 )%
0.4 %
(9.6 )%
(64.6 )%
(23.4 )%
Year Ended December 31, 2002 compared to year ended December 31, 2001
Revenues
Total net revenues were $7.1 million and $9.5 million for 2002 and 2001, respectively, representing a decrease of $2.4 million, or 24.9%,
from 2001 to 2002.
Products. Net revenues from sales of products were $6.0 million and $6.9 million for 2002 and 2001, respectively, representing a decrease
of $916,000 or 13.2% from 2001 to 2002. Product revenues accounted for 84.6% of total revenues in 2002 and 73.2% of total revenues in
2001.
The decrease in net product revenues from 2001 to 2002 was primarily the result of the reduction of sales through the retail distribution
channel. As a result of this continued erosion of retail distribution economics, during 2002 we have significantly reduced distribution channel
inventory through a combination of sell-through and lowering of restocking levels. Additionally, we began recording retail revenue only upon
distribution channel sell-through, rather than upon shipment pursuant to the negotiation of a new distributor agreement, which resulted in a
decrease in revenue of approximately $200,000 compared to 2001.
We operate with little backlog because we generally ship our software products as we receive orders and because our royalty revenue is
based upon our customers’ actual usage in a given period. As a result, our sales in any quarter are dependent on orders that we book and ship in
that quarter. This makes it difficult for us to predict future revenues and trends.
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Services. Consulting services revenues were $1.1 million in 2002 and $2.5 million in 2001, respectively, representing a decrease of
$1.4 million or 56.7% from 2001 to 2002. The decrease in service revenue is due to the cessation of significant “Microsoft products” consulting
announced in the first quarter of 2002, due to the decrease in demand for such services. Services revenue accounted for 15.4% of total revenues
in 2002 and 26.8% of total revenues in 2001.
Cost of Revenues
Cost of Product Revenues . Cost of product revenues was $1.4 million and $1.9 million in 2002 and 2001, respectively, representing a
decrease of $460,000 or 24.5% from 2001 to 2002. The decrease in the cost of software revenue is directly related to the decrease in software
revenue during the period. The cost of software revenue as a percentage of software revenue was 23.6% in 2002 and 27.1 % in 2001.
Cost of Service Revenues. Cost of service revenues was $782,000 and $2.0 million in 2002 and 2001, respectively, representing a decrease
of $1.3 million, or 61.8% from 2001 to 2002. Cost of service revenues includes the cost of our consulting personnel and the cost of any outside
consultants contracted to support our staff. The decrease in the cost of service revenues was due to headcount reductions related to the cessation
of significant “Microsoft products” consulting announced in the first quarter of 2002. Cost of service revenues as a percentage of service
revenues was 71.0% in 2002 and 80.5% in 2001.
Operating Expenses
Selling and Marketing. Selling and marketing expenses were $2.2 million and $4.6 million 2002 and 2001, respectively, representing a
decrease of $2.4 million or 52.4%, from 2001 to 2002. Our selling and marketing expenses consist primarily of personnel costs, advertising
costs, sales commissions and trade show expenses. These expenses vary significantly from quarter to quarter based on the timing of trade
shows and product introductions. The decrease in these costs is attributable to cost reduction measures in all the above expense areas as
implemented by management and a reduced emphasis on retail channel marketing activities. As a percentage of net revenues, selling and
marketing expenses have decreased to 30.5% in 2002 from 48.2% in 2001.
Research and Development. Research and development expenses were $2.2 million and $3.0 million in 2002 and 2001, respectively,
representing a decrease of $835,000, or 27.9%, from 2001 to 2002. Our research and development expenses consist primarily of personnel and
equipment costs required to conduct our software development efforts. We remain focused on the development and expansion of our
technology, particularly our wireless, diagnostic, utility and Internet software technologies. The decrease in our research and development
expenses is primarily due to the cost reduction efforts implemented by management, primarily headcount related, and realigns our research and
development cost base consistent with current revenues. As a percentage of net revenues, research and development expenses have decreased
to 30.3% in 2002 from 31.6% in 2001.
General and Administrative. General and administrative expenses were $2.3 million and $3.7 million in 2002 and 2001, respectively,
representing a decrease of $1.4 million, or 38.0%, from 2001 to 2002. The decrease in our general and administrative expenses is due primarily
to decreased bad debt expense of approximately $600,000 and the cessation of goodwill amortization of $522,000. The decrease was also due
to cost reduction efforts implemented by management that consisted of reductions in compensation and professional services. This reduction
further aligns our general and administrative cost base consistent with current revenues. As a percentage of net revenues, general and
administrative expenses have decreased to 32.5% in 2002 from 39.4% in 2001.
Restructuring Costs. In the second quarter of 2001 we began implementing a restructuring plan to consolidate facilities and reduce
personnel costs. The plan was fully implemented by December 31, 2001. Total expense related to the restructuring amounted to $380,000,
consisting of facility closure costs of $230,000 and employee severance costs of $150,000. These reductions were made to correlate with
revised revenue forecasts. As of December 31, 2002, $241,000 had been paid and $139,000 was included in accrued liabilities. This amount
will be paid over the remaining term of the lease, unless a sublessor is found or a settlement is reached with the landlord.
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Table of Contents
Interest Income. Interest income was $45,000 and $199,000 in 2002 and 2001, respectively, representing a decrease of $154,000 or 77.4%,
from 2001 to 2002. Decreases in our interest income, in each of years being reported, are directly related to the reductions in our cash balance
and declining interest rates. We have not changed our investment strategy during the periods being reported on, with our excess cash
consistently being invested in short term marketable securities. (See “Liquidity and Capital Resources” for further discussion elsewhere in this
annual report.)
Interest and Other Expense . Interest and other expenses were $71,000 and $113,000 in 2002 and 2001, respectively, representing a
decrease of $42,000, or 37.2%, from 2001 to 2002. Interest and other expense primarily consist of bank fees and credit card processing charges
and may vary considerably from year to year.
Provision for Income Taxes. In the year ended December 31, 2002, we reported an income tax benefit in the amount of $1.1 million. This
benefit is the result of a net operating loss carryback, which pursuant to a change in the federal tax law, allowed the Company to file for a
refund of income taxes paid in 1996. Prior to the tax law change such amount was included in the net operating loss carryforward, which had
carried a full valuation allowance. Provision for income taxes was $90,000 in 2001. The provision for income taxes in 2001 is primarily due to
taxes on foreign income, which may vary significantly from year to year. We completed a tax audit during the first quarter of 2001, which
resulted in a payment of $127,000. The payment was offset by foreign tax credits in the amount of $69,000.
Year Ended December 31, 2001 compared to year ended December 31, 2000
Revenues
Total net revenues were $9.5 million and $13.5 million for 2001 and 2000, respectively, representing a decrease of $4.0 million or 29.6%.
Products. Net revenues from sales of products were $6.9 million, and $10.9 million for 2001 and 2000, respectively, representing decrease
of $3.9 million, or 36.2%, from 2000 to 2001. Product revenues accounted for 73.2% of total revenues in 2001 and 80.8% of total revenues in
2000.
The decrease in net product revenues from 2000 to 2001 was primarily the result of declining legacy OEM fax product revenues and a
substantial and unexpected change in order taking and stocking policies by our largest distributor in the second quarter of 2001. During that
quarter, the distributor announced that its future inventories would run at approximately 20% of previous levels. As a result of this policy shift,
new purchases from the distributor were unusually low during the second quarter of 2001. Additionally, in June 2001, we agreed to accept a
significantly higher level of product returns than we had anticipated, totaling approximately $1.1 million, in an effort to work with the
distributor to reduce their inventory. This one-time return resulted in a corresponding decrease in retail software sales during the second quarter
of 2001.
Services. Consulting services revenues were $2.5 million in 2001 and $2.6 million in 2000. Services revenue accounted for 26.8% of total
revenues in 2001 and 19.2% of total revenues in 2000.
Cost of Revenues
Cost of Product Revenues . Cost of product revenues was $1.9 million and $2.5 million in 2001 and 2000, respectively, representing a
decrease of $619,000 or 24.8% from 2000 to 2001. The decrease in the cost of software revenue is directly related to the decrease in product
revenue during the period. The cost of product revenue as a percentage of product revenue was 27.1 % and 23.0% for 2001 and 2000,
respectively.
Cost of Service Revenues. Cost of service revenues was $2.0 million and $1.2 million in 2001 and 2000, respectively, representing an
increase of $898,000, or 78.1% from 2000 to 2001. Cost of service revenues includes
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the cost of our consulting personnel and the cost of any outside consultants contracted to support our staff. The increase in the cost of
consulting service revenues was due to the impact of a full year of QuickStart operations in 2001. Cost of consulting services revenues as a
percentage of consulting services revenues was 80.5% in 2001 and 44.3% in 2000. The increase in cost of consulting service revenues as a
percentage of revenues was due to higher personnel costs and lower utilization of such personnel due to lower than expected revenues.
Operating Expenses
Selling and Marketing. Selling and marketing expenses were $4.6 million and $5.3 million in 2001 and 2000, respectively, representing a
decrease of $748,000, or 14.1% from 2000 to 2001. Our selling and marketing expenses consist primarily of personnel costs, advertising costs,
sales commissions and trade show expenses. These expenses vary significantly from quarter to quarter based on the timing of trade shows and
product introductions. The decrease in these costs is attributable to cost reduction measures implemented by management and a decreased
emphasis on retail channel marketing activities. As a percentage of net revenues, selling and marketing expenses have increased to 48.2% in
2002 from 39.5% in 2001, primarily as a result of the reduction in revenues.
Research and Development. Research and development expenses were $3.0 million and $4.0 million in 2001 and 2000, respectively,
representing a decrease of $1.0 million or 25.8% from 2000 to 2001. Our research and development expenses consist primarily of personnel
and equipment costs required to conduct our software development efforts. We remain focused on the development and expansion of our
technology, particularly our wireless, diagnostic, utility and Internet software technologies. The decrease in our research and development
expenses is primarily due to the cost reduction efforts implemented by management. This reduction realigns our research and development cost
base consistent with current revenues. As a percentage of net revenues, research and development expenses have increased to 31.6% in 2002
from 30.0% in 2001, primarily as a result of the decrease in revenues.
General and Administrative. General and administrative expenses were $3.7 million and $4.0 million in 2001 and 2000, respectively,
representing a decrease of $251,000, or 6.3% from 2000 to 2001. The decrease in our general and administrative expenses is due primarily to
cost reduction efforts implemented by management that consisted of reductions in headcount, compensation and professional services. This
reduction further aligns our general and administrative cost base consistent with current revenues. These decrease were partially offset by
higher bad debt expense in 2001. As a percentage of net revenues, general and administrative expenses have increased to 39.4% in 2002 from
29.6% in 2001, primarily as a result of the decrease in revenues.
Restructuring Costs. In the second quarter of 2001 we began implementing a restructuring plan to consolidate facilities and reduce
personnel costs. The plan was fully implemented by December 31, 2001. Total expense related to the restructuring amounted to $380,000
consisting of facility closure costs of $230,000 and employee severance costs of $150,000. These reductions were made to correlate with
revised revenue forecasts.
Interest Income. Interest income was $199,000 and $482,000 in 2001 and 2000, respectively, representing a decrease of $283,000, or 58.7%
from 2000 to 2001. Decreases in our interest income are directly related to the reductions in our cash balance and declining interest rates. We
have not changed our investment strategy during the periods being reported on, with our excess cash consistently being invested in short term
marketable securities. (See “Liquidity and Capital Resources” for further discussion elsewhere in this annual report.)
Interest and Other Expense. Interest and other expenses were $113,000 and $68,000 in 2001 and 2000, respectively, representing an
increase of $45,000, or 66.2%, from 2000 to 2001. Interest and other expense primarily consist of bank fees and credit card processing charges
and may vary considerably from year to year.
Provision for Income Taxes. Provision for income taxes was $90,000 and $54,000 in 2001 and 2000, respectively. The provision for income
taxes is primarily due to taxes on foreign income, which may vary significantly from year to year. We completed a tax audit during the first
quarter of 2001, which resulted in a payment of $127,000. The payment was offset by foreign tax credits in the amount of $69,000.
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Liquidity and Capital Resources
Since inception, we have financed our operations primarily through cash generated from operations and from net proceeds of $18.1 million
generated by our initial public offering in 1995. Our principal source of liquidity as of December 31, 2002 consisted of cash and cash
equivalents of $3.6 million.
Net cash provided by operations was $426,000 in 2002 compared with net cash used in operations of $2.9 million in 2001. The significant
improvement in operating cash flows is primarily due to the reduction in the net loss. Additionally, accounts receivable decreased dramatically
in 2002 as a result of improved collections and a decrease in shipments to retail distributors. This was partially offset by a decrease in accounts
payable and accrued liabilities as a result of cost cutting measures implemented by management.
Cash flows used in investing activities were $23,000 in 2002 and $101,000 in 2001, related to investments in property and equipment,
including computers and production equipment.
Cash flows from financing activities were insignificant in 2002 and 2001.
At December 31, 2002, we had $3.6 million in cash and cash equivalents and $3.4 million of working capital. We have no significant capital
commitments, and currently anticipate that capital expenditures will not vary significantly from recent periods. We believe that our existing
cash, cash equivalent investment balances and cash flow from operations will be sufficient to finance our working capital and capital
expenditure requirements through at least the next twelve months. We may require additional funds to support our working capital
requirements or for other purposes and may seek to raise additional funds through public or private equity or debt financing or from other
sources. If additional financing is needed, we cannot assure you that such financing will be available to us at commercially reasonable terms or
at all.
We are currently in the process of renegotiating a long-term facility lease to replace the lease on our corporate headquarters, which expires
at the end of March, 2003. We have non-cancelable operating leases for our building facilities that expire on various dates through July 31,
2005 and no debt. Future minimum rental commitments for these leases consist of the following (in thousands):
Year ending December 31:
2003
2004
2005
Recent Accounting Pronouncements
$ 437
303
136
$ 876
In June 2001, the FASB issued two new pronouncements: SFAS No. 141, Business Combinations , and SFAS No. 142, Goodwill and Other
Intangible Assets . SFAS No. 141 prohibits the use of the pooling-of-interest method for business combinations initiated after June 30, 2001
and also applies to all business combinations accounted for by the purchase method that are completed after June 30, 2001. The adoption of
SFAS No. 141 did not have a material impact on our consolidated financial statements. SFAS No. 142, which was adopted on January 1, 2002,
requires that goodwill and other intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at
least annually and written down when impaired. SFAS No. 142 also requires purchased intangible assets other than goodwill to be amortized
over their useful lives unless these lives are determined to be indefinite. In accordance with this Standard, we no longer amortize goodwill and
indefinite life intangible assets but evaluates their carrying value at least on an annual basis or when events or circumstances indicate that their
carrying value may be impaired. We ceased amortizing goodwill as of the beginning of fiscal 2002. In accordance with SFAS No. 142, we
were required to
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perform a two-step transitional impairment review. The first step of this review was completed by June 30, 2002 with the determination of the
fair value of our reporting units in order to identify whether the fair value of each reporting unit is less than its carrying amount. In the event
that the fair value of the reporting unit is less than the carrying amount, the second step of the test would be required to determine if the
carrying value of goodwill exceeds the implied value. We determined that we did not have any impairment of goodwill at transition on
January 1, 2002 or at December 31, 2002. We had no indefinite life intangibles as of January 1, 2002. If estimates change, a materially different
impairment conclusion could result. In accordance with this pronouncement, effective January 1, 2002, we no longer amortize goodwill. For
comparison, goodwill amortization expense was $522,000 and $431,000 in the years ended December 31, 2001 and December 31, 2000,
respectively.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities , which addresses financial
accounting and reporting for costs associated with exit or disposal activities and supersedes Emerging Issues Task Force (EITF) Issue 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is
incurred. Under Issue 94-3, a liability for an exit cost as defined in EITF 94-3 was recognized at the date of an entity’s commitment to an exit
plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. We will adopt the provisions of
SFAS No. 146 for exit or disposal activities that are initiated after December 31, 2002.
In January 2003, the FASB issued Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities . In general, a variable interest
entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors
with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN No. 46
requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. The consolidation requirements of FIN No. 46 apply immediately to variable interest entities
created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after
June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. We believe that the adoption of FIN No. 46 will not have a material impact on our financial position or
results of operations because we have no variable interest entities.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure — an
amendment of FASB Statement No. 123. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation , to provide
alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation.
In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported
results. We are required to follow the prescribed disclosure format and have provided the additional disclosures required by SFAS No. 148 for
the year ended December 31, 2002 (see Notes 1 and 9) and must also provide the disclosures in our quarterly reports containing condensed
financial statements for interim periods beginning with the quarterly period ending March 31, 2003.
In November 2002, the FASB issued FIN No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others , an interpretation of FASB Statements No. 5, 57 and 107, and rescission of FASB Interpretation No. 34,
Disclosure of Indirect Guarantees of Indebtedness of Others . FIN No. 45 elaborates on the disclosures to be made by the guarantor in its
interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor
recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial
recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002; while, the provisions of the disclosure requirements are effective for financial statements of interim or annual periods
ending after December 15, 2002. The adoption of FIN No. 45 is not expected to have a material impact on our results of operations or financial
position.
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RISK FACTORS
Before Deciding To Invest In Our Company Or To Maintain Or Increase Your Investment, You Should Carefully Consider The Risks
Described Below, In Addition To The Other Information Contained In This Report And In Our Other Filings With The SEC, Including Our
Subsequent Reports On Forms 10-Q And 8-K. The Risks And Uncertainties Described Below Are Not The Only Ones Facing Our Company.
Additional Risks And Uncertainties Not Presently Known To Us Or That We Currently Deem Immaterial May Also Affect Our Business
Operations. If Any Of These Risks Actually Occur, That Could Seriously Harm Our Business, Financial Condition Or Results Of Operations.
In That Event, The Market Price For Our Common Stock Could Decline And You May Lose All Or Part Of Your Investment.
Our quarterly operating results may fluctuate and cause the price of our common stock to fall .
Our quarterly revenues and operating results have fluctuated significantly in the past and may continue to vary from quarter to quarter due to
a number of factors, many of which are not within our control. If our operating results do not meet the expectations of securities analysts or
investors, our stock price may decline. Fluctuations in our operating results may be due to a number of factors, including the following:
• the volume of our product sales and pricing concessions on volume sales;
• the size and timing of orders from and shipments to our major customers, including our largest distributor;
• the size and timing of any return product requests for our products;
• our ability to maintain or increase gross margins;
• general economic and market conditions;
• variations in our sales channels or the mix of our product sales;
• the gain or loss of a key customer;
• our ability to specify, develop, complete, introduce, market and transition to volume production new products and technologies in a
timely manner;
• the availability and pricing of competing products and technologies and the resulting effect on sales and pricing of our products;
• the effect of new and emerging technologies;
• deferrals of orders by our customers in anticipation of new products, applications, product enhancements or operating systems; and
• the continued success of our cost-cutting measures.
A large portion of our operating expenses, including rent, depreciation, amortization, and capital lease expenditures, is fixed and difficult to
reduce or change. Accordingly, if our total revenue does not meet our expectations, we probably would not be able to adjust our expenses
quickly enough to compensate for the shortfall in revenue. In that event, our business, financial condition and results of operations would be
materially and adversely affected.
Due to all of the foregoing factors, and the other risks discussed in this report, you should not rely on quarter-to-quarter comparisons of our
operating results as an indication of future performance.
If we are unable to comply with NASDAQ’s continued listing requirements, our common stock could be delisted from the NASDAQ.
In June 2002, our common stock failed to meet the minimum bid price of $1.00 per share for 30 consecutive days, which caused our stock
price to fail to meet one of the minimum standards required by Nasdaq for continued listing as a Nasdaq National Market security. On July 25,
2002, we announced that we had voluntarily submitted an application to Nasdaq to transfer from the Nasdaq National Market to the Nasdaq
SmallCap Market. Our application has been approved and we became a SmallCap Market company effective August 5, 2002. This change
increased the grace
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period available for SmallCap companies that comply with the core initial listing standards of the SmallCap Market — that is, either net
income of $750,000, stockholders’ equity of $5 million or market capitalization of $50 million. If our stock cannot maintain trading at prices
over $1.00 or we cannot meet any subsequent grace period requirements, we may become subject to the delisting process.
There can be no assurance that we will satisfy all requirements for continued listing of our common stock on the Nasdaq SmallCap Market.
If we are unable to meet the continued listing requirements in the future, our common stock will be subject to delisting, which may have a
material adverse effect on the price of our common stock and the levels of liquidity currently available to our stockholders.
In order to meet NASDAQ’s continued minimum $1.00 trading price requirement and remain listed, we may have to request shareholder
approval to execute a reverse split for our common stock.
The effect of a reverse split upon the market price of our common stock cannot be predicted with any certainty and it is possible that the per
share price of our common stock after the reverse split will not rise in proportion to the reduction in the number of shares of our common stock
outstanding resulting from the reverse stock split. There can be no assurance that the market price per post-reverse split share will either exceed
or remain in excess of the $1.00 minimum bid price for any sustained period of time. The market price of our common stock may be based also
on other factors that may be unrelated to the number of shares outstanding, including our future performance. In addition, there can be no
assurance that we will not be delisted due to a failure to meet other continued listing requirements even if the market price per post-reverse split
share of our common stock remains in excess of $1.00.
Technology and customer needs change rapidly in our market, which could render our products obsolete and negatively affect our revenues .
Our future success will depend on our ability to anticipate and adapt to changes in technology and industry standards. We will also need to
continue to develop and introduce new and enhanced products to meet our customers’ changing demands, keep up with evolving industry
standards, including changes in the Microsoft operating systems with which our products are designed to be compatible, and to promote those
products successfully. The communications and utilities software markets in which we operate are characterized by rapid technological change,
changing customer needs, frequent new product introductions, evolving industry standards and short product life cycles. Any of these factors
could render our existing products obsolete and unmarketable. In addition, new products and product enhancements can require long
development and testing periods as a result of the complexities inherent in today’s computing environments and the performance demanded by
customers. If our software markets do not develop as we anticipate or our products do not gain widespread acceptance in these markets, or if
we are unable to develop new versions of our software products that can operate on future operating systems, our business, financial condition
and results of operations could be materially and adversely affected.
Competition within our product markets is intense and includes numerous established competitors, which could negatively affect our revenues.
We operate in markets that are extremely competitive and subject to rapid changes in technology. Microsoft Corporation poses a significant
competitive threat to us because Microsoft operating systems, Windows XP, Windows ME, Windows 2000, Windows 98, Windows 95 and
Windows NT, may include some capabilities now provided by certain of our OEM and retail software products. If users are satisfied relying on
the capabilities of Windows XP, Windows ME, Windows 2000, Windows 98, Windows 95, Windows NT or other operating systems, sales of
our products are likely to decline. In addition, our principal fax related retail products, HotFax MessageCenter and HotFax, currently compete
directly with Symantec’s WinFax Pro. In addition, because there are low barriers to entry into the software market, we expect significant
competition from other established and emerging software companies in the future. Furthermore, many of our existing and potential OEM
customers may acquire or develop products that compete directly with our products.
Microsoft and many of our other current and prospective competitors have significantly greater financial,
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marketing, service, support, technical and other resources than we do. As a result, they may be able to adapt more quickly to new or emerging
technologies and changes in customer requirements or to devote greater resources to the promotion and sale of their products. There is also a
substantial risk that announcements of competing products by large competitors such as Microsoft and Symantec could result in the
cancellation of orders by retailers, distributors or other customers in anticipation of the introduction of such new products. In addition, some of
our competitors, such as Symantec, currently make complementary products that are sold separately. Such competitors could decide to enhance
their competitive position by bundling their products to attract customers seeking integrated, cost-effective software applications. Some
competitors have a retail emphasis and offer OEM products with a reduced set of features. The opportunity for retail upgrade sales may induce
these and other competitors to make OEM products available at their own cost or even at a loss. We also expect competition to increase as a
result of software industry consolidations, which may lead to the creation of additional large and well-financed competitors. Increased
competition is likely to result in price reductions, fewer customer orders, reduced margins and loss of market share.
We maintain relationships with multiple distributors and retailers to sell our retail software products. Loss of a distributor, retailer or
unanticipated retail product returns could have a negative impact on our revenues.
In addition to our direct sales efforts including our web store, we depend on distributors and retailers to sell our retail software products. Our
relationships with these distributors and retailers depend upon a number of factors, including sales volume. Our agreements with distributors
and retailers are not exclusive and may be terminated by either party without cause. Distributors or retailers may purchase fewer products from
us or return product to us in any given quarter with little or no advanced notice to us for reasons beyond our control such as a change in their
inventory strategies. Although we do not recognize revenue until our product is sold through the channel, if any of these events were to occur,
our future retail sales would be adversely affected.
Acquisitions of companies or technologies may disrupt our business and divert management attention and cause our current operations to
suffer.
We have in the past made and we expect to continue to consider acquisitions of complementary companies, products or technologies. If we
make any additional acquisitions, we will be required to assimilate the operations, products and personnel of the acquired businesses and train,
retain and motivate key personnel from the acquired businesses. We may be unable to maintain uniform standards, controls, procedures and
policies if we fail in these efforts. Similarly, acquisitions may cause disruptions in our operations and divert management’s attention from our
company’s day-to-day operations, which could impair our relationships with our current employees, customers and strategic partners.
Acquisitions may also subject us to liabilities and risks that are not known or identifiable at the time of the acquisition.
We may also have to incur debt or issue equity securities in order to finance future acquisitions. The issuance of equity securities for any
acquisition could be substantially dilutive to our existing stockholders. In addition, we expect our profitability could be adversely affected
because of acquisition-related accounting costs and write offs. In consummating acquisitions, we are also subject to risks of entering
geographic and business markets in which we have had limited or no prior experience. If we are unable to fully integrate acquired businesses,
products or technologies within existing operations, we may not receive the intended benefits of acquisitions.
Our stock price is highly volatile. Accordingly, you may not be able to resell your shares of common stock at or above the price you paid for
them.
The market price of our common stock has fluctuated substantially in the past and is likely to continue to be highly volatile and subject to
wide fluctuations. These fluctuations have occurred and may continue to occur in response to various factors, many of which we cannot
control, including:
• quarter-to-quarter variations in our operating results;
• announcements of technological innovations or new products by our competitors, customers or us;
• market conditions within our retail and OEM software markets;
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• general global economic and political instability;
• changes in earnings estimates or investment recommendations by analysts;
• changes in investor perceptions; or
• changes in expectations relating to our products, plans and strategic position or those of our competitors or customers.
In addition, the market prices of securities of high technology companies have been especially volatile. This volatility has significantly
affected the market prices of securities of many technology companies. Accordingly, you may not be able to resell your shares of common
stock at or above the price you paid. In the past, companies that have experienced volatility in the market price of their securities have been the
subjects of securities class action litigation. If we were the object of a securities class action litigation, it could result in substantial losses and
divert management’s attention and resources from other matters.
Our products may contain undetected software errors, which could negatively affect our revenues .
Our software products are complex and may contain undetected errors. In the past, we have discovered software errors in certain of our
products and have experienced delayed or lost revenues during the period it took to correct these errors. Although we and our OEM customers
test our products, it is possible that errors may be found in our new or existing products after we have commenced commercial shipment of
those products. These undetected errors could result in adverse publicity, loss of revenues, delay in market acceptance of our products or claims
against us by customers.
We may need to raise additional capital in the future through the issuance of additional equity or convertible debt securities or by borrowing
money, in order to meet our capital needs. Additional funds may not be available on terms acceptable to us to allow us to meet our capital
needs.
We believe that the cash, cash equivalents and investments on hand and the cash we expect to generate from operations will be sufficient to
meet our capital needs for at least the next twelve months. However, it is possible that we may need or choose to obtain additional financing to
fund our activities. We could raise these funds by selling more stock to the public or to selected investors, or by borrowing money. We may not
be able to obtain additional funds on favorable terms, or at all. If adequate funds are not available, we may be required to curtail our operations
or other business activities significantly or to obtain funds through arrangements with strategic partners or others that may require us to
relinquish right to certain technologies or potential markets. If we raise additional funds by issuing additional equity or convertible debt
securities, the ownership percentages of existing stockholders would be reduced. In addition, the equity or debt securities that we issue may
have rights, preferences or privileges senior to those of the holders of our common stock. We currently have no established line of credit or
other business borrowing facility in place.
It is possible that our future capital requirements may vary materially from those now planned. The amount of capital that we will need in
the future will depend on many factors, including:
• the market acceptance of our products;
• the levels of promotion and advertising that will be required to launch our products and achieve and maintain a competitive position in
the marketplace;
• our business, product, capital expenditure and research and development plans and product and technology roadmaps;
• the levels of inventory and accounts receivable that we maintain;
• capital improvements to new and existing facilities;
• technological advances;
• our competitors’ response to our products; and
• our relationships with suppliers and customers.
In addition, we may require additional capital to accommodate planned growth, hiring, infrastructure and facility needs or to consummate
acquisitions of other businesses, products or technologies.
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Marketing efforts for our retail software products require substantial investments that may adversely affect our operating margins .
Maintaining product distribution channels for our retail software products requires significant investments in marketing and sales related to
these products. We expect to continue to minimize these costs in the future. Accordingly, our retail sales may not provide us with the revenue
levels that we have historically achieved.
Inability or delays in deliveries from our component suppliers could damage our reputation and could cause our net revenues to decline and
harm our results of operations.
We rely on third party suppliers to provide us with the components for our product kits. These components include CDs and printed
manuals. We also rely on third parties for CD-ROM replication. We do not have long-term supply arrangements with any vendor to obtain
these necessary components for our products. If we are unable to purchase components from these suppliers or if the CD-ROM replication
facilities that we use do not deliver our requirements on schedule, we may not be able to deliver products in a CD-ROM format to our
customers on a timely basis or enter into new orders because of a shortage in components. Any delays that we experience in delivering our
products to customers could impair our customer relationships and adversely impact our reputation and our business. In addition, if our third
party suppliers raise their prices for components or CD-ROM replication services, our gross margins would be reduced.
Because we currently operate with little or no backlog, our ability to predict our revenues and operating results is extremely limited.
We operate with little backlog because we generally ship our software products as we receive orders and because our royalty revenue is
based upon our customers’ actual usage in a given period. Accordingly, we recognize revenue shortly after orders are received or royalty
reports are generated. As a result, our sales in any quarter are dependent on orders that we book and ship in that quarter. This makes it difficult
for us to predict what our revenues and operating results will be in any quarter.
We may be unable to adequately protect our intellectual property and other proprietary rights, which could negatively impact our revenues.
Our success is dependent upon our software code base, our programming methodologies and other intellectual properties and proprietary
rights. In order to protect our proprietary technology, we rely on a combination of trade secret, nondisclosure and copyright and trademark law.
However, these measures afford us only limited protection. We currently own United States trademark registrations for certain of our
trademarks, but we have not yet obtained registrations for all of our trademarks in the United States or other countries. In addition, prior to
becoming a publicly held entity, we did not require our employees to sign proprietary information and inventions agreements stipulating to our
software ownership rights. We only recently started the patent application process for a number of technologies relating to our existing
products and products under development. Furthermore, we rely primarily on “shrink wrap” licenses that are not signed by the end user and,
therefore, may be unenforceable under the laws of certain jurisdictions. Accordingly, despite the precautions we have taken to protect our
intellectual property and proprietary rights, it is possible that third parties may copy or otherwise obtain our rights without our authorization. It
is also possible that third parties may independently develop technologies similar to ours. It may be difficult for us to detect unauthorized use
of our intellectual property and proprietary rights.
We may be subject to claims of intellectual property infringement as the number of trademarks, patents, copyrights and other intellectual
property rights asserted by companies in our industry grows and the coverage of these patents and other rights and the functionality of software
products increasingly overlap. From time to time, we have received communications from third parties asserting that our trade name or
features, content, or trademarks of certain of our products infringe upon intellectual property rights held by such third parties. We have also
received correspondence from third parties separately asserting that our fax products may infringe on certain patents held by each of the parties.
Although we are not aware that any of our products infringe on the proprietary rights of others, third parties may claim
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infringement by us with respect to our current or future products. Infringement claims, whether with or without merit, could result in time-
consuming and costly litigation, divert the attention of our management, cause product shipment delays or require us to enter into royalty or
licensing agreements with third parties. If we are required to enter into royalty or licensing agreements, they may not be on terms that are
acceptable to us. Unfavorable royalty or licensing agreements could seriously impair our ability to market our products.
If we are unable to retain key personnel, the loss of their services could materially and adversely affect our business, financial condition and
results of operations.
Our future performance depends in significant part upon the continued service of our senior management and other key technical and
consulting personnel. We do not have employment agreements with our key employees that govern the length of their service. The loss of the
services of our key employees would likely materially and adversely affect our business, financial condition and results of operations. Our
future success also depends on our ability to continue to attract, retain and motivate qualified personnel, particularly highly skilled engineers
involved in the ongoing research and development required to develop and enhance our communication software products as well those in our
highly specialized consulting business. Competition for these employees remains high and employee retention is a common problem in our
industry. Our inability to attract and retain the highly trained technical personnel that are essential to our product development, consulting
services, marketing, service and support teams may limit the rate at which we can generate revenue, develop new products or product
enhancements and generally have an adverse effect on our business, financial condition and results of operations. Additionally, retaining key
employees during restructuring efforts is critical to company success.
If commerce conducted over the Internet grows more slowly than in the past, our future sales and future profits may decline.
If eBusiness does not continue to grow or grows more slowly than in the past, demand for certain of our products and services will be
reduced. Certain of our products, including WebDNA™, enhance companies’ abilities to transact business and conduct Web-based operations.
As a result, future sales and any future profits from those products are substantially dependent upon the widespread acceptance and use of the
Internet as an effective medium of commerce by consumers and businesses.
Our business, financial condition and operating results could be adversely affected as a result of legal, business and economic risks specific to
international operations .
Approximately 15.1%, 10.1% and 19.3% of our revenues in the years ended December 31, 2002, , 2001 and 2000, respectively, were
derived from sales to customers outside the United States. We also frequently ship products to our domestic customers’ international
manufacturing divisions and subcontractors. In the future, we may expand these international business activities. International operations are
subject to many inherent risks, including:
• general political, social and economic conditions causing instability;
• trade restrictions;
• the imposition of governmental controls;
• exposure to different legal standards, particularly with respect to intellectual property;
• burdens of complying with a variety of foreign laws;
• import and export license requirements and restrictions of the United States and each other country in which we operate;
• unexpected changes in regulatory requirements;
• foreign technical standards;
• changes in tariffs;
• difficulties in staffing and managing international operations;
• difficulties in collecting receivables from foreign entities; and
• potentially adverse tax consequences.
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Our officers and directors could control matters submitted to our stockholders and affect the outcome of any vote.
As of March 5, 2003, William W. Smith Jr., the President, Chief Executive Officer and Chairman of the Board of our company, and Rhonda
L. Smith, the Secretary, Treasurer and Vice-Chairman of the Board of our company, beneficially owned approximately 60.2% of our
outstanding shares of common stock. William W. Smith Jr. and Rhonda L. Smith are married to one another and, acting together, will have the
ability to elect our directors and determine the outcome of any corporate action requiring stockholder approval, including a sale of the
company, irrespective of how other stockholders may vote. This concentration of ownership may discourage a potential acquirer from making
an offer to buy our company, which, in turn, could adversely affect the market price of our common stock.
Future sales of our common stock could cause the price of our shares to decline .
As of March 5, 2003, we had 16,227,319 shares of common stock outstanding. Of this amount, the 9,770,670 shares held by William W.
Smith, Jr. and Rhonda L. Smith are available for sale in the public market (subject to the volume and other applicable restrictions of Rule 144).
Overall, our trading volume fluctuates widely and at times is relatively limited. Sales of a substantial number of shares of our common stock by
William W. Smith, Jr., Rhonda L. Smith or any other person, including through any directed selling plan, either individually or when
aggregated with sales by other persons, could adversely affect the market price of our common stock.
Provisions of our charter and bylaws and Delaware law could make a takeover of our Company difficult .
Our certificate of incorporation and bylaws contain provisions that may discourage or prevent a third party from acquiring us, even if doing
so would be beneficial to our stockholders. For instance, our certificate of incorporation authorizes the board of directors to fix the rights and
preferences of shares of any series of preferred stock, without action by our stockholders. As a result, the board can authorize and issue shares
of preferred stock, which could delay or prevent a change of control because the rights given to the holders of such preferred stock may
prohibit a merger, reorganization, sale or other extraordinary corporate transaction. In addition, we are organized under the laws of the State of
Delaware and certain provisions of Delaware law may have the effect of delaying or preventing a change in our control.
Item 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Our financial instruments include cash and cash equivalents. At December 31, 2002, the carrying values of our financial instruments
approximated fair values based on current market prices and rates. Because of their short duration, changes in market interest rates would not
have a material effect on fair value.
It is our policy not to enter into derivative financial instruments. We do not currently have any significant foreign currency exposure as we
do not transact business in foreign currencies. As such, we do not have significant currency exposure at December 31, 2002.
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our consolidated financial statements and schedule appear in a separate section of this Annual Report on Form 10-K beginning on page F-1
and S-1, respectively.
SUPPLEMENTARY FINANCIAL DATA
SELECTED QUARTERLY FINANCIAL DATA
STATEMENT OF OPERATIONS DATA
(UNAUDITED)
Three Months Ended:
2002
March 31,
June 30,
September 30,
December 31,
Net Revenues
Gross Profit
Operating Loss
Net (Loss) Income
Net (Loss) Income Per Share, Basic
and Diluted
Weighted Average Shares Outstanding, Basic and Diluted
(in thousands, except per share amounts)
$ 1,893
1,124
(570 )
$
(582 )
$ (0.04 )
$ 1,617
1,232
(477 )
$
(495 )
$ (0.03 )
$ 1,846
1,229
(392 )
$
675
$ 0.04
16,232
16,235
16,235
$ 1,775
1,344
(285 )
$
(286 )
$ (0.01 )
16,235
Three Months Ended:
2001
March 31,
June 30,
September 30,
December 31,
Net Revenues
Gross Profit
Operating (Loss) Income
Net (Loss) Income
Net (Loss) Income Per Share, Basic
Weighted Average Shares Outstanding, Basic
Net (Loss) Income Per Share, Diluted
Weighted Average Shares Outstanding, Diluted
$ 3,049
2,011
(1,577 )
$ (1,614 )
$ (0.10 )
16,232
$ (0.10 )
16,232
28
965
24
(3,846 )
$ (3,833 )
$ (0.24 )
16,232
$ (0.24 )
16,232
(in thousands, except per share amounts)
$
$ 2,308
1,497
(802 )
$
(794 )
$ (0.05 )
16,232
$ (0.05 )
16,232
$ 3,167
2,029
104
$
116
$ 0.01
16,232
$ 0.01
16,266
Table of Contents
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
The sections titled “Executive Officers of the Company,” “Directors and Nominees” and “Compliance with Section 16(a) of the Exchange
Act” appearing in our Proxy Statement for the 2003 Annual Meeting of Stockholders is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The section titled “Executive Compensation and Related Information” appearing in our Proxy Statement for the 2003 Annual Meeting of
Stockholders is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The section titled “Ownership of Securities” appearing in our Proxy Statement for the 2003 Annual Meeting of Stockholders is incorporated
herein by reference.
Securities Authorized for Issuance Under Equity Compensation Plan
The following table provides information as of December 31, 2002 with respect to the shares of common stock that may be issued under our
existing equity compensation plan.
Weighted
Number of Shares to
Average Exercise Number of Shares
be Issued Upon
Exercise of
Outstanding Options
Price of
Outstanding
Options
Remaining
Available for
Future Issuance
2,765
0
2,765
$ 2.15
0
$ 2.15
628
0
628
(In thousands, except per share amounts)
Equity Compensation Plan Approved by Shareholders(1)
Equity Compensation Plan Not Approved by Shareholders
Total
(1) Consists of the 1995 Stock Option/Stock Issuance Plan
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
29
Table of Contents
Item 14. CONTROLS AND PROCEDURES
The principal executive officer and principal financial officer of the Company have evaluated the effectiveness of the Company’s disclosure
controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 as of a date within 90 days prior to the filing date
of this report. Based on that evaluation, such officers have concluded that the Company’s disclosure controls and procedures are effective to
ensure that material information relating to the Company and its subsidiaries is made known to such officers in a timely manner for inclusion in
the Company’s periodic filings with the SEC.
There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls
subsequent to the date of their most recent evaluation by the Company’s principal executive officer and principal financial officer.
30
Table of Contents
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
Smith Micro’s financial statements appear in a separate section of this Annual Report on Form 10-K beginning on the pages referenced
below:
Independent Auditors’ Report
Consolidated Balance Sheets as of December 31, 2002 and 2001
Consolidated Statements of Operations for each of the three years in the period ended December 31, 2002
Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, 2002
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2002
Notes to Consolidated Financial Statements for each of the three years in the period ended December 31, 2002
(2) Financial Statement Schedule
Smith Micro’s financial statement schedule appears in a separate section of this Annual Report on Form 10-K on the pages referenced
below. All other schedules have been omitted as they are not applicable, not required or the information is included in the consolidated
financial statements or the notes thereto.
Independent Auditors’ Report on Schedule
Schedule II — Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2002
Page
F-1
F-2
F-3
F-4
F-5
F-7
Page
S-1
S-2
(3) Exhibits
Exhibit
No.
3.1
3.1.1
3.2
4.1
10.1
10.2
Title
Method of Filing
Amended and Restated Certificate of
Incorporation of the Company.
Incorporated by reference to Exhibit 3.1 to the
Registrant’s Registration Statement No. 33-95096.
Amendment to the Amended and Restated
Certificate of Incorporation of the Company.
Amended and Restated Bylaws of the Company.
Incorporated by reference to Exhibit 3.1.1 to the
Registrant’s Quarterly Report on Form 10-Q for the
period ended June 30, 2000.
Incorporated by reference to Exhibit 3.2 to the
Registrant’s Registration Statement No. 33-95096.
Specimen certificate representing shares of
Common Stock of the Company.
Incorporated by reference to Exhibit 4.1 to the
Registrant’s Registration Statement No. 33-95096.
Form of Indemnification Agreement.
1995 Stock Option/Stock Issuance Plan.
Incorporated by reference to Exhibit 10.1 to the
Registrant’s Registration Statement No. 33-95096.
Incorporated by reference to Exhibit 10.2 to the
Registrant’s Registration Statement No. 33-95096.
31
Table of Contents
Exhibit
No.
10.3
10.4
10.5
10.13
10.14
10.15
10.16
10.19
10.22
10.25
21.1
23.1
Title
Method of Filing
Form of Notice of Grant of Stock Option under
1995 Stock Option/Stock Issuance Plan.
Incorporated by reference to Exhibit 10.3 to the
Registrant’s Registration Statement No. 33-95096.
Form of 1995 Stock Option Agreement under
1995 Stock Option /Stock Issuance Plan.
Incorporated by reference to Exhibit 10.4 to the
Registrant’s Registration Statement No. 33-95096.
Form of 1995 Stock Purchase Agreement under
1995 Stock Option/Stock Issuance Plan.
Incorporated by reference to Exhibit 10.5 to the
Registrant’s Registration Statement No. 33-95096.
Office Building Lease, dated June 10, 1992, by
and between the Company and Developers
Venture Capital Corporation.
Amendment No. 1 To Office Building Lease,
dated July 9, 1993, by and between the Company
and Pioneer Bank.
Amendment No. 2 To Office Building Lease,
dated August 15, 1994, by and between the
Company and T&C Development.
Fourth Addendum to Office Building Lease,
dated April 21, 1995, by and between the
Company and T&C Development.
Office Building Lease, dated March 1, 1994, by
and between Performance Computing
Incorporated and Petula Associates, Ltd./KC
Woodside.
Incorporated by reference to Exhibit 10.13 to the
Registrant’s Registration Statement No. 33-95096.
Incorporated by reference to Exhibit 10.14 to the
Registrant’s Registration Statement No. 33-95096.
Incorporated by reference to Exhibit 10.15 to the
Registrant’s Registration Statement No. 33-95096.
Incorporated by reference to Exhibit 10.16 to the
Registrant’s Registration Statement No. 33-95096.
Incorporated by reference to Exhibit 10.19 to the
Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 3l, 1995.
Amendment No. 6 to Office Building Lease,
dated February 19, 1998, by and between the
Company and World Outreach Center.
Incorporated by reference to Exhibit 10.22 to the
Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
Amendment No. 7 to Office Building Lease,
dated November 5, 1999, by and between the
Company and World Outreach Center.
Incorporated by reference to Exhibit 10.25 to the
Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.
Subsidiaries.
Incorporated by reference to Exhibit 21.1 to the
Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2000.
Independent Auditors’ Consent.
Filed herewith
(b) Exhibits on Form 8-K
A Current Report on Form 8-K was filed with the Securities and Exchange Commission on October 24, 2002 to report the adoption of a
stock repurchase program. The Board of Directors approved the repurchase of up to 1,000,000 shares of our common stock in the open market
at prevailing market prices.
32
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 26, 2003
By: /s/ William W. Smith, Jr.
William W. Smith, Jr.
Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 26, 2003
By: /s/ Robert W. Scheussler
Robert W. Scheussler,
Chief Operating Officer and
Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ William W. Smith, Jr.
William W. Smith, Jr.
/s/ Rhonda L. Smith
Rhonda L. Smith
/s/ Robert W. Scheussler
Robert W. Scheussler
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
March 26, 2003
Vice-Chairman of the Board, Secretary, Treasurer and Director
March 26, 2003
Senior Vice President, Chief Operating Officer, Chief Financial
Officer and Director (Principal Financial Officer)
March 26, 2003
/s/ Thomas G. Campbell
Director
Thomas G. Campbell
/s/ Gregory J. Szabo
Gregory J. Szabo
/s/William C. Keiper
William C. Keiper
Director
Director
33
March 26, 2003
March 26, 2003
March 26, 2003
Table of Contents
CERTIFICATIONS
I, William W. Smith, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of Smith Micro Software, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual
report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the “Evaluation Date”); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit
committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record,
process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
controls; and
6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 26, 2003
By: /s/ William W. Smith, Jr.
William W. Smith, Jr.
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
34
Table of Contents
I, Robert W. Scheussler, certify that:
1. I have reviewed this annual report on Form 10-K of Smith Micro Software, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual
report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the “Evaluation Date”); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit
committee of registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record,
process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
controls; and
6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 26, 2003
By: /s/ Robert W. Scheussler
Robert W. Scheussler
Chief Operating Officer and
Chief Financial Officer
(Principal Financial Officer)
35
Table of Contents
Each of the undersigned hereby certifies, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, in his capacity as an officer of Smith Micro Software, Inc., that, to his knowledge, the Annual Report of Smith Micro Software,
Inc. on Form 10-K for the period ended December 31, 2002, fully complies with the requirements of Section 13(a) of the Securities Exchange
Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of
operation of the company.
March 26, 2003
By: /s/ William W. Smith, Jr.
March 26, 2003
By: /s/ Robert W. Scheussler
William W. Smith, Jr.
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Robert W. Scheussler
Chief Operating Officer and
Chief Financial Officer
(Principal Financial Officer)
36
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Stockholders of Smith Micro Software, Inc.:
We have audited the accompanying consolidated balance sheets of Smith Micro Software, Inc. and subsidiaries (the Company) as of
December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three
years in the period ended December 31, 2002. These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Smith Micro Software,
Inc. and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in
the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for goodwill and other
intangible assets as a result of adopting Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets , effective
January 1, 2002.
DELOITTE & TOUCHE LLP
Costa Mesa, California
February 13, 2003
F-1
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2002 AND 2001
(In thousands, except share and per share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Accounts receivable, net of allowances for doubtful accounts and other adjustments of $565 (2002) and $533
(2001)
Inventories, net
Prepaid expenses and other current assets
Total current assets
EQUIPMENT AND IMPROVEMENTS, net
INTANGIBLE ASSETS, net
GOODWILL
OTHER ASSETS, net
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
Accrued liabilities
Total current liabilities
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS’ EQUITY:
Preferred stock, par value $0.001 per share; 5,000,000 shares authorized; none issued and outstanding
Common stock, par value $0.001 per share; 30,000,000 shares authorized; 16,227,000 and 16,232,000 shares
issued and outstanding
Additional paid-in capital
Accumulated deficit
Net stockholders’ equity
See notes to consolidated financial statements
F-2
2002
2001
$ 3,627
$ 3,226
633
45
263
4,568
220
224
1,715
39
2,724
295
265
6,510
482
508
1,715
42
$ 6,766
$ 9,257
$
445
709
$ 1,160
1,795
1,154
2,955
16
24,787
(19,191 )
16
24,789
(18,503 )
5,612
6,302
$ 6,766
$ 9,257
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002
(In thousands, except per share data)
Years ended December 31,
2002
2001
2000
NET REVENUES:
Products
Services
$ 6,029
1,102
$ 6,945
2,544
Total Net Revenues
COST OF REVENUES:
Products
Services
Total Cost of Revenues
GROSS PROFIT
OPERATING EXPENSES:
Selling and marketing
Research and development
General and administrative
Restructuring
Total operating expenses
OPERATING LOSS
INTEREST INCOME
INTEREST AND OTHER EXPENSE
LOSS BEFORE INCOME TAXES
INCOME TAX (BENEFIT) EXPENSE
NET LOSS
NET LOSS PER SHARE, basic & diluted
WEIGHTED AVG SHARES OUTSTANDING, basic & diluted
See notes to consolidated financial statements
F-3
7,131
1,420
782
2,202
4,929
2,175
2,162
2,316
6,653
(1,724 )
45
(71 )
(1,750 )
(1,062 )
9,489
1,880
2,048
3,928
5,561
4,571
2,997
3,734
380
11,682
(6,121 )
199
(113 )
(6,035 )
90
$ 10,884
2,595
13,479
2,499
1,150
3,649
9,830
5,319
4,041
3,985
13,345
(3,515 )
482
(68 )
(3,101 )
54
$
(688 )
$ (6,125 )
$ (3,155 )
$ (0.04 )
16,235
$ (0.38 )
16,232
$ (0.20 )
15,984
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002
(In thousands)
BALANCE, January 1, 2000
Issuance of common stock in acquisitions
Exercise of common stock options
Net loss
BALANCE, December 31, 2000
Net loss
BALANCE, December 31, 2001
Exercise of common stock options
Repurchase and retirement of common stock
Net loss
Common stock
Additional
Shares
Amount
$ 16
15,724
208
300
paid-in
capital
$ 23,039
1,018
732
16,232
16
24,789
16
16,232
3
(8 )
24,789
3
(5 )
Accumulated
deficit
$ (9,223 )
(3,155 )
(12,378 )
(6,125 )
(18,503 )
(688 )
Total
$ 13,832
1,018
732
(3,155 )
12,427
(6,125 )
6,302
3
(5 )
(688 )
BALANCE, December 31, 2002
16,227
$ 16
$ 24,787
$ (19,191 )
$ 5,612
See notes to consolidated financial statements
F-4
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
Provision for doubtful accounts and other adjustments to accounts receivable
Deferred income taxes
Loss on disposal of equipment and improvements
Change in operating accounts, net of amounts acquired:
Accounts receivable
Inventories
Prepaid expenses and other assets
Accounts payable and accrued liabilities
Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
Cash paid for acquisition of business, net of cash received
Cash paid for acquisition of technologies, net of cash received
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock
Cash used in repurchase of common stock
Net cash (used in) provided by financing activities
NET CHANGE IN CASH & CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of year
CASH AND CASH EQUIVALENTS, end of year
See notes to consolidated financial statements
F-5
Years ended December 31,
2002
2001
2000
$ (688 )
$ (6,125 )
$ (3,155 )
605
486
1,255
1,412
1,112
1,067
23
(2,330 )
164
(41 )
652
614
43
(118 )
68
(2,851 )
(2,508 )
(101 )
(583 )
(94 )
(73 )
1,605
250
(31 )
(1,801 )
426
(23 )
(23 )
(101 )
(750 )
3
(5 )
(2 )
732
732
401
3,226
(2,952 )
6,178
(2,526 )
8,704
$ 3,627
$ 3,226
$ 6,178
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
(In thousands)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION -
Cash paid (received) during the year for income taxes
DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
December 31,
2002
2001
2000
$ (1,062 )
$ 155
$ 54
During 2000, the Company acquired a product line (CheckIt Software) and a business (QuickStart Technologies —
Consulting) in transactions summarized as follows:
CheckIt Software:
Fair value of purchased technology
Common stock issued in acquisition
Cash paid for acquisition
Liabilities assumed
QuickStart Technologies — Consulting:
Fair value of goodwill
Common stock issued in acquisition
Cash paid for acquisition
Liabilities assumed
See notes to consolidated financial statements
F-6
$ 721
(560 )
(73 )
$ 88
$ 602
(458 )
(94 )
$ 50
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business - Smith Micro Software, Inc. and subsidiaries (the Company) develops and markets 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
eBusiness, Internet communications (voice-over-IP), video conferencing, wireless communications, 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 (VAR’s)
and original equipment manufacturers (OEM’s). The Company also offers professional services consulting which include methodologies to
help clients focus, define and prioritize Internet investments; develop eBusiness sites and custom eBusiness applications; implement tools to
increase revenue per online transaction and transactions per customer; warehouse, mine and integrate data for enhanced accessibility and
effective decision support; and select the right technology infrastructure to support eBusiness. An extension of the Company’s eBusiness
activity includes the offering of fulfillment services for customer web stores. A portion of the Company’s sales are made direct to hardware
device and personal computer manufacturers under OEM agreements. The Company sells communication and diagnostic utility products
through independent distributors and retail channels. The Company’s eBusiness products enable websites to be created with standard HTML
text and provide fully automated payment processing and order accounting.
Basis of Presentation - The accompanying consolidated financial statements reflect the operating results and financial position of Smith
Micro Software, Inc. and its wholly owned subsidiaries in accordance with accounting principles generally accepted in the United States of
America. All intercompany amounts have been eliminated in consolidation.
Cash and Cash Equivalents - Cash and cash equivalents generally consist of cash, government securities and money market funds. These
securities are all held in one financial institution. All have original maturity dates of three months or less.
Accounts Receivable - The Company sells its products worldwide. The Company performs ongoing credit evaluations of its customers and
generally does not require collateral. The Company maintains reserves for estimated credit losses, and those losses have been within
management’s expectations. Allowances for product returns are included in other adjustments to accounts receivable on the accompanying
consolidated balance sheets.
Inventories - Inventories consist principally of manuals and CDs and are stated at the lower of cost (determined by the first-in, first-out
method) or market. The Company regularly reviews its inventory quantities on hand and records a provision for excess and obsolete
inventory based primarily on management’s estimated forecast of product demand and production requirements.
F-7
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
Equipment and Improvements - Equipment and improvements are stated at cost. Depreciation is computed using the straight-line method
based on the estimated useful lives of the assets, generally ranging from three to seven years. Leasehold improvements are amortized using
the straight-line method over the shorter of the estimated useful life of the asset or the lease term.
Long Lived Assets — The Company accounts for the impairment and disposition of long-lived assets in accordance with Statement of
Financial Accounting Standards (SFAS) No. 144, Accounting for Impairment or Disposal of Long-Lived Assets . This statement addresses
financial accounting and reporting for the impairment of long-lived assets and for the disposal of long-lived assets. SFAS No. 144
superseded SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and is
effective for fiscal years beginning after December 15, 2001. The Company adopted SFAS No. 144 on January 1, 2002. In accordance with
SFAS No. 144, long-lived assets to be held are reviewed for events or changes in circumstances, which indicate that their carrying value
may not be recoverable. The Company periodically reviews the carrying value of long-lived assets to determine whether or not an
impairment to such value has occurred. The Company has determined that there was no impairment at December 31, 2002.
Revenue Recognition — Software revenue is recognized in accordance with the Statement of Position (SOP) 97-2, Software Revenue
Recognition, as amended . SOP 97-2 provides guidance on when revenue should be recognized for licensing, selling, leasing or otherwise
marketing computer software. The Company generally recognizes revenues from sales of its software as completed products are shipped and
title passes and from royalties generated as authorized customers duplicate the Company’s software, assuming collectibility is reasonably
assured. Returns from OEM customers are generally limited to defective goods or goods shipped in error. The Company may permit retail
customers to return or exchange product and may provide price protection on products unsold by a customer. In accordance with SFAS
No. 48, Revenue Recognition when Right of Return Exists , revenue is recorded net of an allowance for estimated returns and other
concessions. Such reserves are based upon management’s evaluation of historical experience, current industry trends and estimated costs.
While returns and other concessions have historically been within management’s estimates, the amount of estimated reserves could change
as new information becomes available. In July of 2002, the Company signed a new distribution agreement with its primary distributor. As a
result of the negotiation of sales return and collections terms in a new distribution agreement, revenue from distributors is now recognized
upon sell-through to the end customer, rather than upon shipment to the distributor. The related impact during the third quarter of 2002 was
to defer recognition of sales to distributors and increase reserves for inventory currently in the channel, totaling approximately $200,000.
The Company also provides technical support to its customers. Such costs have historically been insignificant.
Consulting services and hosting revenues are recognized as services are provided or as milestones are delivered and accepted by customers.
F-8
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
Software Development Costs - Development costs incurred in the research and development of new l and enhancements to existing software
products are expensed as incurred until technological feasibility has been established. The Company considers technological feasibility to be
established when all planning, designing, coding and testing has been completed according to design specifications. After technological
feasibility is established, any additional costs are capitalized. Through December 31, 2002, software has been substantially completed
concurrently with the establishment of technological feasibility; and, accordingly, no costs have been capitalized to date.
Sales Incentives - In 2001 the Emerging Issues Task Force issued EITF 01-09, Accounting for Consideration Given by a Vendor to a
Customer (Including a Reseller of the Vendor’s Product). Effective January 1, 2002, the Company adopted EITF 01-09. Pursuant to the
consensus of Issue 01-09, the cost of sales incentives the Company offers without charge to customers that can be used in, or that are
exercisable by a customer as a result of, a single exchange transaction is required to be accounted for as a reduction of revenue. Such
amounts had been previously classified as selling and marketing expense by the Company. The Company’s consolidated financial
statements for prior periods presented have been reclassified to comply with the revised income statement display requirements for
comparative purposes. The result of this adoption was a decrease in revenue with a corresponding decrease in selling and marketing expense
of $223,000, $1.3 million and $259,000 in the three years ended December 31, 2002, 2001 and 2000, respectively.
Advertising Expense - Advertising costs are expensed as incurred. Advertising expenses were $276,000, $1.4 million and $1.9 million for
the years ended December 31, 2002, 2001 and 2000, respectively.
Income Taxes - The Company accounts for income taxes under SFAS No. 109, Accounting for Income Taxes . This statement requires the
recognition of deferred tax assets and liabilities for the future consequences of events that have been recognized in the Company’s financial
statements or tax returns. The measurement of the deferred items is based on enacted tax laws. In the event the future consequences of
differences between financial reporting bases and the tax bases of the Company’s assets and liabilities result in a deferred tax asset, SFAS
No. 109 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance
related to a deferred tax asset is recorded when it is more likely than not that some portion or all of the deferred tax asset will not be realized.
During the year ended December 31, 2002, the Company recognized a tax benefit of $1,070,000 related to a carryback of losses previously
included in fully reserved net operating loss carryforwards, as a result of a tax law change (Note 5). The related refund was received in
September 2002.
Stock-Based Compensation - The Company accounts for stock-based awards to employees using the intrinsic value method in accordance
with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations.
F-9
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
SFAS No. 123 , Accounting for Stock-Based Compensation, requires the disclosure of pro forma net loss and loss per share had the
Company adopted the fair value method as of the beginning of fiscal 1995. Under SFAS No. 123, the fair value of stock-based awards to
employees is calculated through the use of option pricing models, even though such models were developed to estimate the fair value of
freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company’s stock option awards.
These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect
the calculated values.
The Company’s calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions:
expected life, 48 months following vesting (ranging from four to eight years); stock volatility, 133%, 167% and 120% for grants issued in
2002, 2001 and 2000, respectively; risk-free interest rates, ranging from 2.65% to 4.47%, 3.91% to 4.93% and 5.17% to 6.69% for 2002,
2001 and 2000, respectively; and no dividends during the expected term. The Company’s calculations are based on a single-option valuation
approach, and forfeitures or cancellations are recognized as they occur. If the computed fair values of the 2002, 2001 and 2000 awards had
been amortized to expense over the vesting period of the awards, pro forma net loss would have been as follows:
(in thousands, except per share data)
Net Loss:
Net loss, as reported
Deduct: Total stock-based employee compensation expense determined
under fair value based method for all awards, net of related tax effects
Pro forma net loss
Loss per Common Share
Basic and diluted, as reported
Basic and diluted, pro forma
Year Ended December 31,
2002
2001
2000
$ (688 )
$ (6,125 )
$ (3,155 )
(240 )
(339 )
(334 )
$ (928 )
$ (6,464 )
$ (3,489 )
$ (0.04 )
$ (0.06 )
$ (0.38 )
$ (0.40 )
$ (0.20 )
$ (0.22 )
Net Loss per Share - Pursuant to SFAS No. 128, Earnings per Share, the Company is required to provide dual presentation of “basic” and
“diluted” earnings (loss) per share (EPS). Basic EPS amounts are based upon the weighted average number of common shares outstanding.
Diluted EPS
F-10
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
amounts are based upon the weighted average number of common and common equivalent shares outstanding. Common equivalent shares
include stock options using the treasury stock method. Common equivalent shares are excluded from the calculation of diluted EPS in loss
years, as the impact is antidilutive. Therefore, there was no difference between basic and diluted EPS for each period presented.
Fulfillment Services - The Company currently holds approximately $500,000 of consigned inventory from a customer, which is used to
fulfill orders. As the Company does not hold title to the inventory, it is not recorded in the accompanying consolidated balance sheet. In
addition, the Company receives cash for fulfillment orders, which is paid out to the fulfillment customer on a monthly basis. Such cash and
the related payable are recorded on a net basis due to the right of offset.
Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting years. Actual results could
differ from those estimates.
Comprehensive Income - Comprehensive income, as defined, includes all changes in equity (net assets) during a period from non-owner
sources. For each of the years ended December 31, 2002, 2001 and 2000, there was no difference between net loss and comprehensive loss.
Fair Value of Financial Instruments — The Company’s financial instruments consist of cash, cash equivalents and trade receivables and
payables. The carrying amounts of these instruments approximate fair value because of their short-term maturities.
New Accounting Pronouncements - In June 2001, the FASB issued two new pronouncements: SFAS No. 141, Business Combinations , and
SFAS No. 142, Goodwill and Other Intangible Assets . SFAS No. 141 prohibits the use of the pooling-of-interest method for business
combinations initiated after June 30, 2001 and also applies to all business combinations accounted for by the purchase method that are
completed after June 30, 2001. The adoption of SFAS No. 141, did not have a material impact on the consolidated financial statements.
SFAS No. 142, which was adopted on January 1, 2002, requires that goodwill and other intangible assets with indefinite useful lives no
longer be amortized, but instead be tested for impairment at least annually and written down when impaired. SFAS No. 142 also requires
purchased intangible assets other than goodwill to be amortized over their useful lives unless these lives are determined to be indefinite. In
accordance with this Standard, the Company no longer amortizes goodwill and indefinite life intangible assets but evaluates their carrying
value at least on an annual basis or when events or circumstances indicate that their carrying value may be impaired. The Company ceased
amortizing goodwill as of the beginning of fiscal 2002. In accordance with SFAS No. 142, the Company was required to perform a two-step
transitional impairment review. The first step of this review was completed by June 30, 2002 with the determination of the fair value of the
Company’s reporting units in
F-11
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
order to identify whether the fair value of each reporting unit is less than its carrying amount. In the event that the fair value of the reporting
unit is less than the carrying amount, the second step of the test would be required to determine if the carrying value of goodwill exceeds the
implied value. The Company determined that it did not have any impairment of goodwill at transition on January 1, 2002 or at December 31,
2002. The Company had no indefinite life intangibles as of January 1, 2002. If estimates change, a materially different impairment
conclusion could result.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities , which addresses financial
accounting and reporting for costs associated with exit or disposal activities and supersedes EITF 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146
requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a
liability for an exit cost as defined in EITF 94-3 was recognized at the date of an entity’s commitment to an exit plan. SFAS No. 146 also
establishes that the liability should initially be measured and recorded at fair value. We will adopt the provisions of SFAS No. 146 for exit or
disposal activities that are initiated after December 31, 2002.
In November 2002, the FASB issued FIN No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others , an interpretation of FASB Statements No. 5, 57 and 107, and rescission of FASB Interpretation
No. 34, Disclosure of Indirect Guarantees of Indebtedness of Others . FIN No. 45 elaborates on the disclosures to be made by the guarantor
in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor
recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial
recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002; while, the provisions of the disclosure requirements are effective for financial statements of interim or annual periods
ending after December 15, 2002. The adoption of FIN No. 45 has not had a material impact on the Company’s results of operations or
financial position.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure — an
amendment of FASB Statement No. 123 . SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation , to provide
alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company is required to follow the prescribed disclosure format and has provided the additional
disclosures required by SFAS No. 148 for the year ended December 31, 2002 (see Note 9) and must also provide the disclosures in its
quarterly reports containing condensed financial statements for interim periods beginning with the quarterly period ending March 31, 2003.
F-12
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities . In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with
voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN No. 46
requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the investors in the entity do not have
the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The consolidation requirements of FIN No. 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period
beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The Company believes that the adoption of FIN No. 46 will not have a
material impact on its financial position or results of operations because the Company has no variable interest entities.
Reclassifications - Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the current
year presentation.
2. EQUIPMENT AND IMPROVEMENTS
Equipment and improvements consist of the following (in thousands):
Machinery and equipment
Leasehold improvements
Office furniture and fixtures
Less accumulated depreciation and amortization
F-13
December 31,
2002
2001
$ 913
304
111
1,328
(1,108 )
$ 2,398
292
285
2,975
(2,493 )
$ 220
$ 482
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
3. GOODWILL AND OTHER INTANGIBLE ASSETS
Effective January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets . As a result of adopting SFAS
No. 142, the Company’s goodwill is no longer amortized, but is subject to an annual impairment test. In addition, goodwill of $1,715,000
was reclassified from intangible assets, net and separately reported in the accompanying balance sheet as of December 31, 2002 and 2001.
The following table sets forth the intangible assets by major asset class:
(in thousands)
Non Amortizing:
Goodwill
Amortizing:
Purchased and Licensed
Technology
December 31, 2002
December 31, 2001
Useful
Life
(Years)
Gross
Accumulated Net Book
Amortization
Value
Gross
Accumulated Net Book
Amortization
Value
$ 1,715
$ 1,715 $ 2,873 $ (1,158)
$ 1,715
3 $ 2,260 $ (2,036)
$ 224 $ 2,260 $ (1,752)
$ 508
Aggregate amortization expense on intangible assets was approximately $284,000 and $71,000 for the years ended December 31, 2002 and
2001, respectively. Amortization expense in 2003 is expected to be $224,000 at which time all amortizing intangible assets which exist at
December 31, 2002, will be fully amortized.
The Company’s reporting units are equivalent to its operating segments. At December 31, 2002 the amount of goodwill allocated to the
products segment is $1,380,000. The amount of goodwill allocated to the services segment is $335,000.
Summarized below are the effects on net loss per share data, if the Company had followed the amortization provisions of SFAS No. 142 for
all periods presented (in thousands, except per share amounts):
F-14
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
Net loss:
As reported
Add: goodwill amortization
Adjusted net loss
Basic and diluted net loss per share:
As reported
Add: goodwill amortization
Adjusted basic and diluted net loss per share
4. ACCRUED LIABILITIES
Accrued liabilities consist of the following (in thousands):
Salaries and benefits
Accrued lease payments (restructuring costs)
Marketing and rebates
Royalties
Manufacturers’ representative commissions
Other
Year Ended December 31,
2002
2001
2000
$ (688 )
0
$ (688 )
$ (0.04 )
0
$ (0.04 )
$ (6,125 )
522
$ (5,603 )
$ (0.38 )
0.03
$ (0.35 )
$ (3,155 )
431
$ (2,724 )
$ (0.20 )
0.03
$ (0.17 )
December 31,
2002
2001
$ 416
139
43
43
2
66
$ 437
202
553
448
72
83
$ 709
$ 1,795
In the second quarter of 2001, the Company began implementing a restructuring plan to consolidate facilities and reduce personnel costs.
Total expense related to the restructuring amounted to $380,000 consisting of facility closure costs of $230,000 and employee severance
costs of $150,000. As of December 31, 2002, $242,000 had been paid and $139,000 was included in accrued liabilities. All related employee
terminations
F-15
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
were completed in 2001. The accrued liability will be paid over the remaining lease term for the facility unless a subtenant is located or a
settlement is reached with the landlord.
5. INCOME TAXES
A summary of the income tax expense (benefit) is as follows (in thousands):
Current:
Federal
State
Foreign
Deferred:
Federal
State
Change in valuation allowance
Year ended December 31,
2002
2001
2000
$ (1,071 )
3
6
(1,062 )
507
(93 )
(414 )
$
57
3
30
90
(2,295 )
(290 )
2,585
$
4
50
54
(1,508 )
(328 )
1,836
$ (1,062 )
$
90
$
54
A reconciliation of the provision (benefit) for income taxes to the amount of income tax expense that would result from applying the federal
statutory rate (35%) to the loss before income taxes is as follows:
F-16
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
Federal statutory rate
State tax, net of federal benefit
Nondeductible expense related to acquired intangibles
Other
Federal benefit for NOL carryback law change
Change in valuation allowance
December 31,
2002
2001
2000
(35 )%
(35 )% (35 )%
1
1
(61 )
33
1
2
2
1
6
1
32
29
(61 )%
2 %
2 %
The major components of the Company’s deferred tax assets and liabilities are as follows (in thousands):
Various reserves
Nondeductible accruals
State taxes
Prepaid expenses
Credit carryforwards
Net operating loss carryforwards
Amortization
Fixed assets
Subtotal
Valuation allowance
December 31,
2002
2001
$ 298
203
1
(575 )
1,274
6,004
273
64
7,542
(7,542 )
$
0
$ 250
190
1
(545 )
961
7,175
162
(238 )
7,956
(7,956 )
$
0
The Company has federal and state net operating loss carryforwards of approximately $14,419,000 and $12,594,000, respectively, at
December 31, 2002. These federal and state net operating loss carryforwards will begin to expire in 2021 and 2004, respectively. During the
year ended December 31, 2002, the Company carried back its December 31, 2001 federal net operating loss of $4,181,027 to the year ended
December 31, 1996 resulting in a refund of $1,071,000. The carryback became allowable under the provisions of the Job Creation and
Workers Assistance Act of 2002, which extended the carryback period to five years for tax years ending in 2001 and 2002. Net operating
losses, for federal purposes, were allowed to be carried back for two years prior to this enactment. In
F-17
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
addition, the Company has federal and state tax credit carryforwards of approximately $1,071,000 and $203,000, respectively, at
December 31, 2002.
As of December 31, 2002, a valuation allowance of approximately $7,542,000 has been provided based upon the Company’s assessment
that it is more likely than not that sufficient taxable income will not be generated to realize the tax benefits of these temporary differences.
Additionally, as of December 31, 2002, approximately $912,000 of the valuation allowance was attributable to the potential tax benefit of
stock option transactions that will be credited directly to additional paid in capital, if realized.
6. COMMITMENTS AND CONTINGENCIES
Leases - The Company has non-cancelable operating leases for its building facilities which expire on various dates through July 31, 2005.
The lease on the corporate headquarters in Aliso Viejo, California expires March 31, 2003. The company is currently evaluating alternative
solutions for this facility and will enter into a month-to-month arrangement for the current facility if required. Future minimum rental
commitments under leases with terms of one year or more consist of the following (in thousands):
Year ending December 31:
2003
2004
2005
$ 437
303
136
$ 876
As part of the restructuring plan discussed in Note 3, the Company has vacated its office in Beaverton, Oregon. As of December 31, 2002,
the Company has not been able to negotiate a settlement with the landlord or to locate a sub-tenant. The remaining payments due under the
lease of $139,000 are included in Accrued Liabilities.
Total rent expense was $593,000, $792,000 and $802,000 for the years ended December 31, 2002, 2001 and 2000, respectively.
Litigation - From time to time the Company is subject to litigation in the normal course of business, none of which management believes
will have a material adverse effect on the Company’s consolidated financial condition or results of operations.
F-18
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
Other Contingent Contractual Obligations — During its normal course of business, the Company has made certain indemnities,
commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include:
intellectual property indemnities to the Company’s customers and licensees in connection with the use, sale and/or license of Company
products; indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease; indemnities
to vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company; indemnities involving
the accuracy of representations and warranties in certain contacts; and indemnities to directors and officers of the Company to the maximum
extent permitted under the laws of the State of Delaware. In addition, the Company has made contractual commitments an employees
providing for severance payments upon the occurrence of certain prescribed events. The Company may also issue a guarantee in the form of
a standby letter of credit as security for contingent liabilities under certain customer contracts. The duration of these indemnities,
commitments and guarantees varies, and in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees
may not provide for any limitation of the maximum potential for future payments the Company could be obligated to make. The Company
has not recorded any liability for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets.
7. SEGMENT INFORMATION
The Company currently operates in two business segments: products and services. In addition, revenues are broken down into three markets,
Wireless and Broadband products, Macintosh products and Internet and Software Solutions. Our Internet Solutions market includes Internet
based software products as well as consulting, fulfillment and hosting revenue.
The Company does not separately allocate operating expenses to these segments, nor does it allocate specific assets to these segments.
Therefore, segment information reported includes only revenues and cost of revenues.
The following table shows the net revenues and cost of revenues generated by each segment:
F-19
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
Year Ended December 31,
2002
2001
2000
Products
Services
Products
Services
Products
Services
Wireless & Broadband
MacIntosh
Internet & Software Solutions
Total Revenues
Cost of revenues
Gross Profit
$ 3,768 $ — $ 3,964 $ — $ 4,996 $ —
1,508
1,364
753 1,102 1,617 2,544
1,634
4,254 2,595
6,029 1,102 6,945 2,544 10,884 2,595
2,499 1,150
1,420
782 1,880 2,048
$ 4,609 $ 320 $ 5,065 $ 496 $ 8,385 $ 1,445
OEM product sales were 60.6%, 47.8%, and 44.0% of net revenues in 2002, 2001 and 2000, respectively. Sales of retail products were
9.5%, 13.8% and 24.4% of net revenues in 2002, 2001 and 2000, respectively. Service revenues represented 15.4%, 26.8% and 19.2% of
total revenues in 2002, 2001 and 2000, respectively. Sales of other products accounted for approximately 14% of net revenues in each of the
three year periods.
Sales to individual customers and their affiliates, which amounted to more than 10% of the Company’s net revenues included two OEM
customers at 19.0% and 10.7% of revenues in 2002 and a retail customer at 18.9% of revenues in 2000. No customers exceeded 10% in
2001.
Accounts receivable from these customers were $516,000 and $0 at December 31, 2002 for the OEM customers.
A decision by a significant customer to substantially decrease or delay purchases from the Company or the Company’s inability to collect
receivables from these customers could have a material adverse effect on the Company’s consolidated financial condition and results of
operations.
The Company also has export sales representing 15.1%, 10.1% and 19.3% of its net revenues for the years ended December 31, 2002, 2001
and 2000, respectively. All export sales have been denominated in U.S. dollars.
8. PROFIT SHARING
The Company offers its employees a 401(k) plan, in which the Company matches the employee contribution at a rate of 20%, subject to a
vesting schedule. Total employer contributions amounted to $45,000, $78,000, and $68,000 for the years ended December 31, 2002, 2001
and 2000, respectively.
F-20
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SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
9. STOCK-BASED COMPENSATION
In 1995, the Company adopted the 1995 Stock Option/Stock Issuance Plan (the Plan). The Plan, as amended, provides for issuance of, or
options to be granted for the purchase of, an aggregate of 3,962,000 shares of common stock. Under the terms of the Plan, incentive and
nonqualified options may be granted at an exercise price not less than 100% and 85%, respectively, of the fair market value on the grant
date, with terms of up to 10 years, and with vesting to be determined by the Board of Directors.
Stock option activity under the Plan is as follows:
OUTSTANDING, January 1, 2000 (488,000 shares, exercisable at weighted average exercise
price of $3.67)
Granted (weighted average fair value of $1.90)
Exercised
Canceled
OUTSTANDING, December 31, 2000 (426,000 shares, exercisable at weighted average
exercise price of $3.60)
Granted (weighted average fair value of $0.89)
Canceled
OUTSTANDING, December 31, 2001 (777,000 shares, exercisable at weighted average
exercise price of $3.01)
Granted (weighted average fair value of $0.33)
Exercised
Canceled
OUTSTANDING, December 31, 2002
F-21
Number
of shares
Weighted
average
exercise
price
1,071,000
928,000
(300,000 )
(157,000 )
$ 2.85
2.44
2.42
4.68
1,542,000
476,000
(281,000 )
2.55
1.10
2.34
1,737,000
1,176,000
(3,000 )
(145,000 )
2,765,000
2.55
0.38
1.01
1.35
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
Additional information regarding options outstanding as of December 31, 2002 is as follows:
Range of
exercise
prices
$0.24 - $0.75
$0.76 - $1.50
$1.51 - $3.00
$3.01 - $14.00
Options outstanding
Options exercisable
Number
outstanding
955,000
1,017,000
407,000
386,000
2,765,000
Weighted average
remaining
contractual
life (years)
9.8
8.2
5.8
6.2
8.1
Weighted
average
exercise
price
$ 0.25
$ 1.02
$ 2.22
$ 4.82
Number
exercisable
0
852,000
373,000
310,000
$ 1.46
1,535,000
Weighted
average
exercise
price
—
$ 1.04
$ 2.27
$ 5.05
$ 2.15
At December 31, 2002, 628,000 shares were available for future grants under the Stock Option Plan.
F-22
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
INDEPENDENT AUDITORS’ REPORT ON SCHEDULE
To the Stockholders of Smith Micro Software, Inc.:
We have audited the consolidated financial statements of Smith Micro Software, Inc. and subsidiaries (the Company) as of December 31,
2002 and 2001 and for each of the three years in the period ended December 31, 2002, and have issued our report thereon dated February 13,
2003, which report expresses an unqualified opinion and includes an explanatory paragraph referring to a change in method of accounting
for goodwill and other intangible assets in 2002. Such consolidated financial statements are included elsewhere in this Annual Report on
Form 10-K. Our audits also included the consolidated financial statement schedule listed in Item 15a(2). This financial statement schedule is
the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such
consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole
presents fairly, in all material respects, the information set forth therein.
DELOITTE & TOUCHE LLP
Costa Mesa, California
February 13, 2003
S-1
Table of Contents
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002 (Continued)
(In thousands)
Allowance for doubtful accounts and other
adjustments (1):
2002
2001
2000
(1) Other adjustments relate principally to sales returns.
Balance at
beginning of
period
Additions
charged to
costs and
expenses
Deductions
Balance at
end of
period
$ 533
1,896
1,944
$ 486
1,412
1,067
$ (454 )
(2,775 )
(1,115 )
$ 565
533
1,896
Table of Contents
Exhibit
No.
3.1
3.1.1
3.2
4.1
10.1
10.2
EXHIBIT INDEX
Title
Method of Filing
Amended and Restated Certificate of
Incorporation of the Company.
Incorporated by reference to Exhibit 3.1 to the
Registrant’s Registration Statement No. 33-95096.
Amendment to the Amended and Restated
Certificate of Incorporation of the Company.
Amended and Restated Bylaws of the Company.
Incorporated by reference to Exhibit 3.1.1 to the
Registrant’s Quarterly Report on Form 10-Q for the
period ended June 30, 2000.
Incorporated by reference to Exhibit 3.2 to the
Registrant’s Registration Statement No. 33-95096.
Specimen certificate representing shares of
Common Stock of the Company.
Incorporated by reference to Exhibit 4.1 to the
Registrant’s Registration Statement No. 33-95096.
Form of Indemnification Agreement.
1995 Stock Option/Stock Issuance Plan.
Incorporated by reference to Exhibit 10.1 to the
Registrant’s Registration Statement No. 33-95096.
Incorporated by reference to Exhibit 10.2 to the
Registrant’s Registration Statement No. 33-95096.
Table of Contents
Exhibit
No.
10.3
10.4
10.5
10.13
10.14
10.15
10.16
10.19
10.22
10.25
21.1
23.1
Title
Method of Filing
Form of Notice of Grant of Stock Option under
1995 Stock Option/Stock Issuance Plan.
Incorporated by reference to Exhibit 10.3 to the
Registrant’s Registration Statement No. 33-95096.
Form of 1995 Stock Option Agreement under
1995 Stock Option /Stock Issuance Plan.
Incorporated by reference to Exhibit 10.4 to the
Registrant’s Registration Statement No. 33-95096.
Form of 1995 Stock Purchase Agreement under
1995 Stock Option/Stock Issuance Plan.
Incorporated by reference to Exhibit 10.5 to the
Registrant’s Registration Statement No. 33-95096.
Office Building Lease, dated June 10, 1992, by
and between the Company and Developers
Venture Capital Corporation.
Amendment No. 1 To Office Building Lease,
dated July 9, 1993, by and between the Company
and Pioneer Bank.
Amendment No. 2 To Office Building Lease,
dated August 15, 1994, by and between the
Company and T&C Development.
Fourth Addendum to Office Building Lease,
dated April 21, 1995, by and between the
Company and T&C Development.
Office Building Lease, dated March 1, 1994, by
and between Performance Computing
Incorporated and Petula Associates, Ltd./KC
Woodside.
Incorporated by reference to Exhibit 10.13 to the
Registrant’s Registration Statement No. 33-95096.
Incorporated by reference to Exhibit 10.14 to the
Registrant’s Registration Statement No. 33-95096.
Incorporated by reference to Exhibit 10.15 to the
Registrant’s Registration Statement No. 33-95096.
Incorporated by reference to Exhibit 10.16 to the
Registrant’s Registration Statement No. 33-95096.
Incorporated by reference to Exhibit 10.19 to the
Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 3l, 1995.
Amendment No. 6 to Office Building Lease,
dated February 19, 1998, by and between the
Company and World Outreach Center.
Incorporated by reference to Exhibit 10.22 to the
Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
Amendment No. 7 to Office Building Lease,
dated November 5, 1999, by and between the
Company and World Outreach Center.
Incorporated by reference to Exhibit 10.25 to the
Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.
Subsidiaries.
Incorporated by reference to Exhibit 21.1 to the
Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2000.
Independent Auditors’ Consent.
Filed herewith
SMITH MICRO SOFTWARE, INC. AND SUBSIDIARIES
Exhibit 23.1 Independent Auditors’ Consent
INDEPENDENT AUDITORS’ CONSENT
We consent to the incorporation by reference in Registration Statement Nos. 333-02418, 333-40106 and 333-62134 of Smith Micro Software,
Inc. on Form S-8 of our reports dated February 13, 2003, (which reports express an unqualified opinion and include or refer to an explanatory
paragraph referring to a change in method of accounting for goodwill and other intangible assets in 2002), appearing in this Annual Report on
Form 10-K of Smith Micro Software, Inc. for the fiscal year ended December 31, 2002.
DELOITTE & TOUCHE LLP
Costa Mesa, California
March 26, 2003
End of Filing
© 2005 | EDGAR Online, Inc.
OFFICERS & DIRECTORS
ANNUAL REPORT
William W. Smith, Jr.
Chairman of the Board
President and CEO
Director
Rhonda Smith
Vice Chairman
Secretary and Treasurer
Director
Robert Scheussler
COO and CFO
Director
David P. Sperling
Vice President and CTO
Thomas G. Campbell
Director
William C. Keiper
Director
Greg Szabo
Director
Additional copies of this Annual Report are available
without charge by contacting the company at:
51 Columbia
Aliso Viejo, CA 92656
(949) 362-5800
TRADEMARKS
The following Smith Micro Software, Inc.
trademarks or registered trademarks appear in this
annual report: CheckIt, CheckIt Fastmove, CheckIt
Netoptimizer, CheckIt Firewall, CheckIt Speed &
Security, CheckIt Utilities, FAXstf, FAXstf PRO,
FAXstf X, HotFax, HotFax MessageCenter, HotFax
MessageCenter Pro, HotFax Share, QuickLink,
QuickLink Mobile, QuickLink Phonebook,
QuickLink Mobile Wi-Fi, VideoLink, VideoLink
Mail, VideoLink Pro, and WebDNA.
Apple, Mac and Macintosh are registered trademarks
of Apple Computer, Inc. Microsoft and Windows are
registered trademarks of Microsoft Corp. All other
trademarks and product names are the property of
their respective companies. All rights reserved.
CORPORATE HEADQUARTERS
ADDITONAL INFORMATION
51 Columbia
Aliso Viejo, CA 92656
(949) 362-5800
STOCK EXCHANGE LISTING
Smith Micro’s common stock trades on The
Nasdaq Stock Market under the symbol
SMSI
TRANSFER AGENT AND REGISTRAR
Mellon Investment Service LLC
85 Challenger Road
Overpeck Centre
Ridgefield Park, NJ 07660
(800) 522-6645
www.chasemellon.com
LEGAL COUNSEL
Dorsey & Whitney LLP
Irvine, California
AUDITORS
Deloitte & Touche, LLP
Costa Mesa, California
Smith Micro maintains an active investor relations
program. If you have any questions, or would like
additional information concerning the operations or
financial statements, please contact either:
Bruce T. Quigley
Director of Business Development and Investor
Relations
Smith Micro Software, Inc.
51 Columbia
Aliso Viejo, CA 92656
(949) 362-5800
bquigley@smithmicro.com
or
Steve Simon
S&S Public Relations
100 Village Green
Suite 220
Lincolnshire, Ill 60069
steve@sspr.com