SMITH MICRO SOFTWARE INC, 10-Q, 1999-11-15

SMITH MICRO SOFTWARE INC
10-Q, 1999-11-15
PREPACKAGED SOFTWARE

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<PAGE> 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTER ENDED SEPTEMBER 30, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-26536

SMITH MICRO SOFTWARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 33-0029027
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR
ORGANIZATION) IDENTIFICATION NUMBER)

51 COLUMBIA, SUITE 200, ALISO VIEJO, CA 92656
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 362-5800

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 [ ]

As of October 31,1999, there were 15,504,417 shares of Common Stock
outstanding.

<PAGE> 2

SMITH MICRO SOFTWARE, INC.

FORM 10-Q

TABLE OF CONTENTS

<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1999 (UNAUDITED)
AND DECEMBER 31, 1998 (RESTATED) 3

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998 (RESTATED) 4

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998 (RESTATED) 5

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 7

MANAGEMENT'S DISCUSSION AND ANALYSIS 10

PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 22

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 23

SIGNATURES 25
</TABLE>

FORWARD LOOKING STATEMENTS

THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE
HARBOR" FOR FORWARD-LOOKING STATEMENTS. THE STATEMENTS CONTAINED IN THIS
QUARTERLY REPORT ON FORM 10-Q 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 DIFFER MATERIALLY 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-Q 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
14 OF THIS QUARTERLY 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 QUARTERLY REPORT,
BEFORE DECIDING TO INVEST IN OUR COMPANY OR TO MAINTAIN OR INCREASE YOUR
INVESTMENT.

2
<PAGE> 3

SMITH MICRO SOFTWARE, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Data)

<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(unaudited) (restated)
<S> <C> <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents $ 8,736 $ 12,732
Accounts receivable, net of allowances for doubtful accounts
and other adjustments of $2,790 (1999) and $1,255 (1998) 3,818 4,203
Income taxes receivable 931
Deferred tax asset 470
Inventories 370 630
Prepaid expenses and other current assets 389 423
-------- --------
Total current assets 13,313 19,389

EQUIPMENT AND IMPROVEMENTS, net 391 350

DEFERRED TAX ASSET 336

OTHER ASSETS 254 304

INTANGIBLE ASSETS, net 2,475 568
-------- --------
$ 16,433 $ 20,947
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable $ 937 $ 1,470
Accrued liabilities 1,266 1,185
-------- --------
Total current liabilities 2,203 2,655

COMMITMENTS AND CONTINGENCIES

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; 20,000,000 shares
authorized; 15,504,000 and 15,075,000 shares issued and outstanding 16 15
Additional paid-in capital 22,457 21,399
Accumulated deficit (8,243) (3,122)
-------- --------
Total stockholders' equity 14,230 18,292
-------- --------
$ 16,433 $ 20,947
======== ========
</TABLE>

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

3
<PAGE> 4

SMITH MICRO SOFTWARE, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1999 1998 1999 1998
-------- -------- -------- --------
(restated) (restated)
<S> <C> <C> <C> <C>
NET REVENUES $ 1,845 $ 2,288 $ 8,243 $ 7,437

COST OF REVENUES 652 695 1,964 2,147
-------- -------- -------- --------

GROSS PROFIT 1,193 1,593 6,279 5,290

OPERATING EXPENSES:
Selling and marketing 1,649 1,083 4,910 2,709
Research and development 1,009 854 2,938 2,552
General and administrative 1,162 861 3,071 2,554
-------- -------- -------- --------

Total operating expenses 3,820 2,798 10,919 7,815
-------- -------- -------- --------

OPERATING LOSS (2,627) (1,205) (4,640) (2,525)

INTEREST INCOME 111 195 350 552
-------- -------- -------- --------

LOSS BEFORE INCOME TAXES (2,516) (1,010) (4,290) (1,973)

INCOME TAX EXPENSE (BENEFIT) 1,187 (361) 831 (755)
-------- -------- -------- --------

NET LOSS $ (3,703) $ (649) $ (5,121) $ (1,218)
======== ======== ======== ========

NET LOSS PER SHARE, basic and diluted $ (0.24) $ (0.04) $ (0.33) $ (0.08)
======== ======== ======== ========

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 15,504 15,075 15,347 15,075
======== ======== ======== ========
</TABLE>

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

4
<PAGE> 5

SMITH MICRO SOFTWARE, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)

<TABLE>
<CAPTION>
For The Nine Months
Ended September 30,
1999 1998
-------- --------
(restated)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (5,121) $ (1,218)
Adjustments to reconcile net loss to net cash
used in operating activities, net of the effects of the acquisition:
Depreciation and amortization 680 616
Provision for doubtful accounts and other adjustments
to accounts receivable 1,535 208
Deferred taxes 1,187
Change in operating accounts, net of the effects of the acquisition:
Accounts receivable (992) (518)
Income taxes receivable 574 368
Inventories 331 (193)
Prepaid expenses and other assets 39 (192)
Accounts payable and accrued liabilities (908) 399
-------- --------

Net cash used in operating activities (2,675) (530)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of STF Technologies, Inc. (1,091)
Acquisition of technology assets (507)
Capital expenditures (149) (78)
-------- --------

Net cash used in investing activities (1,240) (585)
-------- --------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from the exercise of stock options 58
Repayment of bank line of credit (139)
-------- --------

Net cash used in financing activities (81)
-------- --------

NET DECREASE IN CASH AND CASH EQUIVALENTS (3,996) (1,115)

CASH AND CASH EQUIVALENTS, beginning of period 12,732 14,412
-------- --------

CASH AND CASH EQUIVALENTS, end of period $ 8,736 $ 13,297
======== ========
</TABLE>

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

-5-
<PAGE> 6

SMITH MICRO SOFTWARE, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(In Thousands)

<TABLE>
<CAPTION>
For The Nine Months
Ended September 30,
1999 1998
-------- --------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Detail of business acquired in purchase transaction:
Fair value of assets acquired, including goodwill of $2,157 $ 2,686 --
Common stock issued in acquisition (1,000) --
Cash paid for acquisition (1,091) --
--------
Liabilities assumed or created $ 595 --
========
</TABLE>

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

-6-
<PAGE> 7

SMITH MICRO SOFTWARE, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accompanying unaudited consolidated
financial statements have been prepared by Smith Micro Software, Inc. ("Smith
Micro" or the "Company") pursuant to Securities and Exchange Commission
regulations. The accompanying unaudited consolidated financial statements
reflect the operating results and financial position of Smith Micro and its
wholly-owned subsidiaries. On September 3, 1999, the Company acquired
Dolphin-Safe Software, Inc., a California corporation, dba Pacific Coast
Software ("PCS"), which develops software and provides consulting and web
hosting services that enable eCommerce. This acquisition has been accounted for
as a pooling of interests and all prior periods' financial statements have been
restated to reflect the historical financial statements of PCS. On April 9,
1999, the Company acquired STF Technologies, Inc. ("STF"), a Missouri
corporation that develops communications software for Macintosh computers. This
acquisition has been accounted for as a purchase and the periods presented in
the financial statements include STF's operations from the date of acquisition.
All significant intercompany amounts have been eliminated in consolidation. In
the opinion of management, such information contains all adjustments necessary
for a fair presentation of the results of such periods. The results of
operations for the three and nine months ended September 30, 1999 are not
necessarily indicative of the results to be expected for the full year ended
December 31, 1999. The accompanying unaudited consolidated financial statements
should be read in conjunction with the audited financial statements included in
the Company's report on Form 10-K for the year ended December 31, 1998 as
footnotes and certain financial presentations are condensed or omitted from
generally accepted accounting principles presentation requirements, pursuant to
the SEC rules and regulations.

Cash Equivalents - Cash equivalents are considered to be highly liquid
investments with initial maturities 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 potential credit
losses, and those losses have been within management's expectations. Allowances
for product returns and price protection are included in other adjustments to
accounts receivable on the accompanying balance sheets.

Inventories - Inventories consist principally of manuals and diskettes,
and are stated at the lower of cost (determined by the first- in, first-out
method) or market.

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. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of. In accordance with SFAS No.
121, 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 and has
determined that there was no impairment at September 30, 1999.

Goodwill and Other Intangibles - Goodwill represents the excess purchase
cost over the net assets acquired and is amortized over five to seven years
using the straight-line method. Other intangible assets include acquired
workforce value, acquired technology and translation costs, all of which are
being amortized using the straight-line method over three to seven years. The
Company periodically evaluates the recoverability of goodwill based on a
profitability analysis related to its product sales and evaluates the
recoverability of other intangible assets based on the requirements of SFAS No.
121.

Revenue Recognition - The Company recognizes revenues from sales of its
software as completed products are shipped and from royalties generated as
authorized customers duplicate the Company's software. The Company generally
allows its retail distributors to exchange unsold products for other products
and provides inventory price protection in the event of price reductions by the
Company. Allowances for product returns and price protection are estimated based
on previous experience and are recorded as a reduction of revenue at the time
sales are recognized. The Company provides technical support and customer
service to its customers. Such costs have historically been insignificant.

-7-
<PAGE> 8

Software Development Costs - Development costs incurred in the research
and development of new software products 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 September 30, 1999, software has been
substantially completed concurrently with the establishment of technological
feasibility and, accordingly, no costs have been capitalized to date.

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 three months
ended September 30, 1999, the valuation allowance was increased to offset all
deferred tax assets due to management's judgment that it is more likely than not
that the deferred tax assets will not be realized.

Fair Value of Financial Instruments - Pursuant to SFAS No. 107,
Disclosures about Fair Value of Financial Instruments, the Company is required
to estimate the fair value of all financial instruments included on its balance
sheet at September 30, 1999. The Company considers the carrying value of such
amounts in the financial statements to approximate their fair value due to (1)
the relatively short period of time between origination of the instruments and
their expected realization, (2) interest rates that approximate current market
rates, or (3) the overall immateriality of the amounts.

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.

Net Income (Loss) Per Share - Net income (loss) per share is presented
as "basic" and "diluted" earnings per share (EPS). Basic EPS amounts are based
upon the weighted average number of common shares outstanding. Diluted EPS
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. There
was no difference between basic and diluted EPS for each period presented.

Segment Information - The Company engages in business activities in only
one operating segment, the development, marketing and sale of communication and
eCommerce software. The Company's software products are developed, sold and
marketed by common departments within the Company.

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 - The Company has adopted SFAS No. 130, Reporting
Comprehensive Income. This statement establishes standards for the reporting of
comprehensive income and its components. Comprehensive income, as defined,
includes all changes in equity (net assets) during a period from nonowner
sources. For each of the three and nine month periods ended September 30, 1999
and 1998, there was no difference between net loss, as reported, and
comprehensive loss.

Reclassifications - Certain reclassifications have been made to the 1998
financial statements to conform to the 1999 presentation.

2. ACQUISITIONS

On September 3, 1999, Smith Micro acquired all of the outstanding
capital stock of PCS (the "PCS Acquisition") in exchange for one million shares
of Smith Micro common stock. PCS is a developer and publisher of eCommerce
software products and provides development and web hosting services to its
customers. PCS is headquartered in San Diego, California and as a result of

-8-
<PAGE> 9

the PCS Acquisition, PCS became a wholly owned subsidiary of Smith Micro. The
acquisition was treated as a pooling of interests for accounting purposes and
the Company's historical financial statements and footnotes have been restated
to reflect the combined results for all periods reported. Direct expenses of the
transaction amounted to $187,000 and are included in general and administrative
expenses.

On April 9, 1999, Smith Micro acquired all of the outstanding capital
stock (the "STF Acquisition") of STF in exchange for $1.1 million in cash,
including acquisition costs, and 409,164 shares of Smith Micro Common Stock
valued at $1,000,000. STF is a developer and publisher of fax and communications
software products for the Apple Macintosh computer. STF is headquartered in
Concordia, Missouri and, as a result of the STF Acquisition, STF became a wholly
owned subsidiary of Smith Micro. The acquisition was treated as a purchase and
the excess of cost over fair value of net assets acquired was allocated to
goodwill, which is amortized using the straight-line method over 7 years.

Unaudited pro forma consolidated results of operations for the nine
months ended September 30, 1999 and 1998 would have been as follows had the STF
Acquisition occurred as of January 1, 1998 (in thousands, except per share
data):

<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
1999 1998
------- -------
<S> <C> <C>
Pro forma net revenues $ 8,620 $ 8,847
======= =======
Pro forma net loss $(5,380) $(1,688)
======= =======
Pro forma net loss per share, basic and diluted $ (0.35) $ (0.11)
======= =======
Pro forma weighted average number of shares outstanding 15,496 15,484
======= =======
</TABLE>

Pro forma adjustments have been applied to reflect the addition of
amortization related to the intangible assets acquired and reduction in interest
income as if the acquisition had occurred on January 1, 1998. The pro forma
adjustment for amortization related to intangible assets acquired was $81,000
for the pro forma period ended September 30, 1999 and $243,000 for the pro forma
period ended September 30, 1998.

During 1998, the Company acquired certain fax technology assets from
Mitek Systems, Inc. for $458,000 in cash. The fax software acquired provides fax
functionality over Local Area Networks ("LANs"), the Internet and intranets.

9
<PAGE> 10

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

Smith Micro Software, Inc. develops and sells communications and
eCommerce software for personal and business use. Our objective is to enhance
human interaction by giving users the ability to communicate through multimedia
technologies over analog and digital devices, with an emphasis on broadband
platforms. Smith Micro's communications products enable personal communication
through telephony, fax, multimedia e-mail, data, paging, video security and
video conferencing. Smith Micro's eCommerce software and services enable
businesses to create and launch online Internet storefronts.

Recently, we have been leveraging our core technologies to develop new
products that address the consumer's use of the Internet and corporate
intranets. We intend to take advantage of our experience and position with
original equipment manufacturers to deploy these new product releases.
Additionally, we are expanding our customer base to include manufacturers that
produce devices that enable high bandwidth Internet connectivity such as cable
and xDSL modems. The Company's corporate products are designed to provide cost
effective and efficient methods of communicating and providing eCommerce
solutions that take advantage of corporate local and wide area networks,
including the Internet or intranet. As a result of our recent merger with PCS,
development efforts are underway to combine the technologies originating from
Smith Micro and PCS to expand the functionality of our eCommerce software and
services.

We shipped our first data communications software product in 1985 and,
since that time, we have generated revenues primarily from the market acceptance
of our OEM fax and data communication software products. We began providing
video communication products in 1996 to both OEM and retail customers. In
January 1998, we purchased certain fax software assets of Mitek Systems, Inc. to
provide LAN, Internet and intranet fax transmission solutions designed for the
corporate market. In September 1998, we shipped our first Internet
communications software product. This multi-purpose product provides for
integrated telephony, multimedia e-mail, video security, fax, video conferencing
and text based chat functionality over the Internet and other IP protocol
services such as LANs and WANs. Designed to take advantage of high bandwidth
technology, this product functions over a variety of IP connectivity hardware
including xDSL modems, cable modems, network interface devices and analog
modems. In April 1999 we expanded our Macintosh division with the STF
acquisition. STF develops and sells communications software, primarily fax, to
the Macintosh market. Our Macintosh division is currently working to provide
Internet telephony products for this market. In September 1999, we acquired PCS
to provide eCommerce business solutions. In late 1995, PCS sold its first copy
of the original version of WebCatalog, an Internet store development software
designed for the Macintosh. PCS began selling a Windows version in early 1997
and recently released its Unix version in late 1999.

We recognize revenues from sales of our software as completed products
are shipped and from royalties generated as authorized customers duplicate our
software. Any material reduction in demand for our products would have an
adverse effect on our business, results of operations and financial condition.
We continue to introduce new products and our future success will depend in part
on the continued introduction of new and enhanced OEM, retail and corporate
products that achieve market acceptance. Revenues are recorded net of estimated
returns and other adjustments at the time the products are shipped. We have
allowed our customers to return unused software and to rotate stock for new
versions of retail releases. As a percentage of our net revenues, returns
constituted 13.8% for the nine months ended September 30, 1999, 4.8% in 1998 and
25.7% in 1997. As a percentage of our net revenues, returns for stock rotation
were 11.9% for the nine months ended September 30, 1999, 0.6% in 1998 and 14.0%
in 1997.

Although we have successfully expanded our OEM customer base during the
past two years, a small number of OEM customers have historically accounted for
a substantial portion of our revenues. Sales to 3Com (including its affiliates
and subcontractors), primarily for its U.S. Robotics product lines, accounted
for approximately 13.8% of our net revenues for the nine months ended September
30, 1999, 23.3% of our net revenues in 1998 and 41.4% of our net revenues in
1997. Our three largest OEM customers, including 3Com, accounted for the
following portions of our net revenues: 26.4% in the nine months ended September
30, 1999, 33.0% in 1998 and 54.4% in 1997. Any reduction, delay or change in
orders from such customers could have an adverse effect on our business, results
of operations and financial condition.

The OEM product ordering cycle, beginning from placement of an order to
shipment, is very short. OEM customers generally operate under a just-in-time
system and order software to be delivered as needed by their manufacturing
operations. We generally ship our products as we receive orders and,
accordingly, we have historically operated with little backlog. We do not
consider backlog to be a significant indication of future performance. As a
result, our sales in any quarter are dependent on orders booked and shipped in
that quarter and are not predictable with any degree of certainty. Moreover, we
generally do not produce software in advance of orders and, therefore, have not
maintained a material amount of software inventory.

10
<PAGE> 11

Beginning in the third quarter of 1998, we renewed our commitment of
resources and efforts towards the retail channel. Our effort coincided with the
launch of our first retail Internet telephony product, Internet CommSuite. Our
strongest retail product continues to be HotFax MessageCenter, which provides
fax, answering machine and data communication functionality via the PC. We
recently began to ship the retail version of our Internet store software
product, WebCatalog Builder. We have expanded into new retail outlets,
particularly office supply chains such as Staples, Office Depot and OfficeMax
and into numerous Internet retail stores. As a result of this expansion, sales
to Ingram Micro, a retail distributor, were 26.6% of our net revenues for the
nine months ended September 30, 1999, 25.1% of our net revenues in 1998 and 0.0%
of our net revenues in 1997. Inventory in the retail channel exposes us to
product returns. We consider this exposure when we establish allowances for
product returns. Substantial returns of products from the retail channel could
have an adverse effect on our business, results of operations and financial
condition.

The following discussion should be read in conjunction with, and is
qualified in its entirety by, the Financial Statements and related notes thereto
included elsewhere. Historical results of operations, percentage relationships
and any trends that may be inferred from the discussion below are not
necessarily indicative of our operating results for any future period.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the
percentages of net revenues represented by each item in the Company's statements
of operations.

<TABLE>
<CAPTION>
For The Three Months For The Nine Months
Ended September 30, Ended September 30,
--------------------- ---------------------
1999 1998 1999 1998
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 35.3% 30.4% 23.8% 28.9%
------ ------ ------ ------
Gross profit 64.7% 69.6% 76.2% 71.1%

Operating expenses:
Selling and marketing 89.4% 47.3% 59.6% 36.4%
Research and development 54.7% 37.3% 35.6% 34.3%
General and administrative 63.0% 37.7% 37.3% 34.4%
------ ------ ------ ------
Total operating expenses 207.1% 122.3% 132.5% 105.1%
------ ------ ------ ------
Operating loss -142.4% -52.7% -56.3% -34.0%
Interest income 6.0% 8.5% 4.3% 7.4%
------ ------ ------ ------
Loss before income taxes -136.4% -44.2% -52.0% -26.6%
Income tax expense (benefit) 64.3% -15.8% 10.1% -10.2%
------ ------ ------ ------
Net loss -200.7% -28.4% -62.1% -16.4%
====== ====== ====== ======
</TABLE>

NET REVENUES

Our net revenues decreased 19.4% to $1.8 million in the three months
ended September 30, 1999 from $2.3 million in the three months ended September
30, 1998. The decrease in revenues is due to a decline in OEM revenues,
primarily to customers that purchase our Windows fax software. This decline was
partially offset by an increase in revenues to OEM customers purchasing our
Macintosh fax software. In addition, we experienced a decline in net retail
revenues as we managed channel inventory levels associated with the launch of
new versions of HotFax MessageCenter and Internet CommSuite and our most recent
retail product, WebCatalog Builder.

Our net revenues increased 10.8% to $8.2 million in the nine months
ended September 30, 1999 from $7.4 million in the nine months ended September
30, 1998. The increase in our revenue was the result of growth in the retail
market channel that was partially offset by a decline in revenue from our OEM
customers. The decline in revenue from our OEM Customers is primarily associated
with the 44% decline in net revenue from OEM analog modem customers, including
3Com. The continuing decline in revenue to OEM analog modem customers is the
result of factors that include changes in product mix resulting from the analog
modem industry's acceptance of the V.90, 56K modem standard, reduced demand for
certain fax products and pricing pressures within the analog modem industry. In
response to these factors, our revenues from sales to 3Com in the first nine
months of 1999 decreased 37.1% when compared

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to the same period of 1998. An increase in net revenues from our expanded base
of other OEM customers partially offset the decline experienced with our OEM
analog modem customers.

GROSS PROFIT

Gross profit represents net revenues, less cost of revenues, which
includes costs of materials, costs related to the operations of the Company's
duplicating facilities, freight charges and royalties to licensors. Gross profit
decreased 25.1% to $1.2 million in the three months ended September 30, 1999
from $1.6 million in the three months ended September 30, 1998. The decline was
primarily attributable to the decline in net revenues. Increased profit margins
resulting from a larger percentage of our OEM business derived from royalties
were offset by an increase in the allowance for obsolete and slow moving
inventory. The combined effect of the elements created the decrease in gross
profit as a percentage of net revenues, to 64.7% for the three months ended
September 30, 1999 from 69.6% in the same period in 1998.

Gross profit increased 18.7% to $6.3 million in the nine months ended
September 30, 1999 from $5.3 million in the nine months ended September 30,
1998. The factors contributing to our increase in gross profit include the 10.8%
increase in net revenues, a larger percentage of our net revenues are derived
from royalties and an increase in retail revenue that has a higher gross margin
percentage than our non-royalty OEM business. Such contributing factors were
partially offset by increases in allowances for slow moving and obsolete
inventory. The combined effect of the elements created the increase in gross
profit as a percentage of net revenues, to 76.2% for the nine months ended
September 30, 1999 from 71.1% in the same period in 1998.

SELLING AND MARKETING EXPENSES

Our selling and marketing expenses consist primarily of personnel costs,
advertising costs, sales commissions and trade show expenses. These expenses
vary considerably from quarter to quarter based on the timing of trade shows,
new product introductions and retail promotion programs. Our selling and
marketing expenses increased 52.3% to $1.6 million in the three months ended
September 30, 1999 from $1.1 million in the three months ended September 30,
1998. The increase in selling and marketing expenses is primarily due to
promotional campaigns in the retail channel for our fax and Internet
communications products. During the third quarter of 1999, our marketing
campaigns included the promotion of new versions of HotFax MessageCenter and
Internet CommSuite and efforts to sell existing inventory of prior versions.
Additionally, selling and marketing expenses increased due to the expansion of
our Macintosh division through the STF acquisition. As a percent of net
revenues, selling and marketing expenses increased to 89.4% of net revenues in
the three months ended September 30, 1999 from 47.3% in the three months ended
September 30, 1998.

Selling and marketing expenses increased 81.3% to $4.9 million in the
nine months ended September 30, 1999 from $2.7 million in the nine months ended
September 30, 1998. The increase in selling and marketing expenses is primarily
due to promotional campaigns in the retail channel for our fax and Internet
communications products. The expansion of the Macintosh sales and marketing team
at the beginning of the second quarter of this year also contributed to the
increase. As a percent of net revenues, selling and marketing expenses increased
to 59.6% of net revenues in the nine months ended September 30, 1999 from 36.4%
in the nine months ended September 30, 1998.

RESEARCH AND DEVELOPMENT EXPENSES

Our research and development expenses consist primarily of personnel and
supply costs required to conduct the Company's software development activities,
and the amortization of acquired technology assets. Our research and development
expenses increased 18.2% to $1.0 million in the three months ended September 30,
1999 from $854,000 in the three months ended September 30, 1998. The increase
was primarily associated with our expansion of our Macintosh engineering team
through the STF acquisition, that was partially offset by a decrease in the
amortization of acquired technology assets. As a percent of net revenues, our
research and development expenses increased to 54.7% for the three months ended
September 30, 1999 from 37.3% for the three months ended September 30, 1998.

Research and development expenses increased 15.1% to $2.9 million in the
nine months ended September 30, 1999 from $2.6 million in the nine months ended
September 30, 1998. The increase was primarily associated with our expansion of
our Macintosh engineering team through the STF acquisition and development
expenses related to our Internet telephony, eCommerce and network communications
products. As a percent of net revenues, research and development expenses
increased to 35.6% of net revenues in the nine months ended September 30, 1999
from 34.3% in the nine months ended September 30, 1998.

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GENERAL AND ADMINISTRATIVE EXPENSES

Our general and administrative expenses represent operating expenses
that are not included as costs of sales, selling and marketing or research and
development. Our general and administrative expenses increased 35.0% to $1.2
million in the three months ended September 30, 1999 from $861,000 in the three
months ended September 30, 1998. General and administrative expenses increased
as the combined result of expenses related to the PCS acquisition, non-recurring
expenses associated with the establishment of our Internet Solutions Division
and the amortization of goodwill associated with the STF acquisition. As a
percent of net revenues, general and administrative expenses increased to 63.0%
of net revenues in the three months ended September 30, 1999 from 37.6% in the
three months ended September 30, 1998.

General and administrative expenses increased 20.2% to $3.1 million in
the nine months ended September 30, 1999 from $2.6 million in the nine months
ended September 30, 1998. General and administrative expenses increased as the
combined result of the amortization of goodwill related to the STF acquisition,
increased headcount for our Macintosh division support services, expenses
incurred in the PCS acquisition and non-recurring expenses associated with the
establishment of our Internet Solutions Division. As a percent of net revenues,
general and administrative expenses increased to 37.3% of net revenues in the
nine months ended September 30, 1999 from 34.3% in the nine months ended
September 30, 1998.

INCOME TAXES

Income tax expense was $1.2 million for the three months ended September
30, 1999 compared with an income tax benefit of $361,000 for the three months
ended September 30, 1998. During the three months ended September 30, 1999, we
increased the valuation allowance to offset all deferred tax assets, as recent
historical results of operations provide insufficient evidence that the deferred
tax assets will be realized. The income tax expense was $831,000 for the nine
months ended September 30, 1999 compared with an income tax benefit of $755,000
for the nine months ended September 30, 1998.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed operations primarily through cash
generated from operations and from proceeds generated by our initial public
offering in 1995. Net cash used in operating activities was $2.7 million in the
nine months ended September 30, 1999 compared to $530,000 in the nine months
September 30, 1998. The primary operating use of cash during the nine months
ended September 30, 1999 was the Company's net loss which was partially offset
by the non-cash increase in the valuation allowance for deferred tax assets and
depreciation and amortization.

During the nine months ended September 30, 1999, we used $1.2 million in
investing activities. On April 9, 1999, we used $1.1 million in cash and 409,164
shares of our Common Stock to acquire all of the outstanding capital stock of
STF. STF, headquartered in Concordia, Missouri, is a developer and publisher of
fax and communications software products for the Apple Macintosh computer.

At September 30, 1999, the Company had $8.7 million in cash and cash
equivalents and $11.1 million of working capital. The Company had $3.8 million
of accounts receivable, net of allowance for doubtful accounts and other
adjustments. The Company has no significant capital commitments, and currently
anticipates that growth in capital expenditures will not vary significantly from
recent periods.

YEAR 2000 COMPLIANCE

Many currently installed computer systems and software applications are
coded to accept only two digit entries to identify the year in the date code
field, without considering the impact of the change in the century. As a result,
in less than two months, computer systems and/or software used by many companies
may need to be upgraded to comply with such "Year 2000" requirements. We believe
that Year 2000 issues could encompass our own software products, internal
systems used to operate and monitor our business and our third party vendors and
customers.

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<PAGE> 14

possible software applications, such as word processors, and believe that Year
2000 problems will not affect the functionality of our software products.
However, it is possible that our products, or the hardware or software
applications used by our customers, may contain undetected errors or defects
associated with Year 2000 date functions.

We believe that we have identified all of the major internal systems and
software applications that are important to the operation and monitoring of our
business. We have obtained confirmation from vendors of certain purchased
systems and software applications used in our internal operations that current
releases or upgrades, if installed, are designed to be Year 2000 compliant. We
have recently completed the installation of such upgrades to our current
systems. We believe that with the upgrades, modifications and conversions we
have made to date, the Year 2000 issue will not have a material impact on our
internal systems. However, it is possible that the systems and software
applications used for our internal operations contain undetected errors or
defects associated with Year 2000 date functions.

We are currently in the process of evaluating our critical external
relationships, including relationships with both third party vendors and
customers, to determine the extent to which we may be vulnerable to the failure
of such third parties to resolve their own Year 2000 issues. We are gathering
information through direct communication with third parties, SEC filings,
information provided by the third parties' corporate web sites and product
marketing documentation. Third parties being evaluated include, among others,
software duplication vendors, freight companies, payroll service providers and
our largest customers. Where practicable, we will assess and attempt to mitigate
our risks with respect to failure of these entities to be Year 2000 ready. The
effect, if any, on our results of operations from the failure of such parties to
be Year 2000 ready is not reasonably estimable.

Although we are not aware of any material operational issues or costs
associated with preparing our products or internal information systems for the
Year 2000, it is possible that we may experience serious unanticipated negative
consequences and/or material costs caused by undetected errors or defects in the
technology used in our internal systems, which are composed predominantly of
third party software and hardware. If we are not completely successful in
mitigating our internal and external Year 2000 risks, we could experience a
system failure or disruptions in our operations, including, among other things,
a temporary inability to process transactions, send invoices, or engage in
similar normal business activities. We have developed a contingency plan to work
around unexpected Year 2000 issues that may arise. Our contingency plan
includes, among other things, the use of manual processing, the use of Year 2000
compliant personal computer software alternatives and a program to obtain
inventory through numerous alternate vendors. This contingency plan is designed
to facilitate the ongoing operation and monitoring of our business. Any of these
problems, if they occur, would have an adverse effect on our business, results
of operations and financial condition.

RISK FACTORS

This Quarterly Report on Form 10-Q contains forward-looking statements
that involve risks and uncertainties and our actual results may materially
differ from the results anticipated in those statements. Factors that might
cause such a difference include, without limitation, those discussed in this
section, in the Management's Discussion and Analysis of Financial Condition and
Results of Operations section and elsewhere in this Form 10-Q. All such factors
should be considered in evaluating us and a decision to invest in us.

Our Quarterly Operating Results are Subject to Significant Fluctuations
that Could Adversely Impact Our Stock Price. Our quarterly 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 these factors are not in our
control. These factors include:

- the size and timing of orders from, and shipments to, our major
customers;

- our ability to maintain or increase gross margins;

- changes in pricing policies or price reductions by us or our
competitors;

- variations in the our sales channels or the mix of our product
sales;

- the timing of new product announcements and introductions by us,
our competitors or customers;

- the availability and cost of supplies;

- the financial stability of our major customers;

- the market acceptance of our new products, applications and
product enhancements;

- our ability to develop, introduce and market new products,
applications and product enhancements;

- possible delays that we may face in the shipment of new
products;

- our success in expanding our sales and marketing programs;

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<PAGE> 15

- deferrals of orders by our customers in anticipation of new
products, applications, product enhancements or operating
systems;

- changes in our strategy; and

- personnel changes.

While we historically have not experienced significant fluctuations in
our sales from season to season, we may face greater seasonality in our sales in
the future. Many of our OEM customers experience seasonality in their sales,
which may affect their buying patterns from us. In addition, as we increase our
sales of retail products, we expect to experience greater seasonality in our
sales.

Due to all of the foregoing factors, and the other risks discussed in
this section, you should not rely on quarter-to-quarter comparisons of our
operating results as an indication of our future performance. It is possible
that in some future periods our results of operations may be below the
expectations of public market analysts and investors. In that event, the price
of our common stock would likely decline.

Because We Currently Operate With Little Backlog, Our Revenues in Each
Quarter are Substantially Dependent on Orders Booked and Shipped in that
Quarter. 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. If orders in the first month or two of
a quarter fall short of expectations, it is likely that we will not meet our
revenue targets for that quarter. If this happens, our quarterly operating
results would be adversely affected.

An Unexpected Shortfall in Revenue May Adversely and Disproportionately
Affect Our Business Because Our Expenses are Largely Fixed. Our expense levels
are based, in part, on our expectations of our future revenues and a significant
portion of our expenses is fixed. As a result, we may not be able to adjust our
spending rapidly enough to compensate for an unexpected shortfall in revenue.
Therefore, if revenue levels fall below our expectations, our operating results
and net income are likely to be adversely and disproportionately affected.

We Depend on 3Com Corporation for a Significant Portion of our Revenues.
In the past we have derived a substantial portion of our revenues from sales to
3Com Corporation (including its affiliates and subcontractors). These 3Com
entities represented 13.8% of our net revenues in the nine months ended
September 30, 1999, 23.3% of our net revenues in 1998 and 41.4% of our net
revenues in 1997. The OEM agreements we have with these 3Com entities do not
require a 3Com entity to purchase any minimum quantity of our products and may
be terminated by a 3Com entity or us at any time for any reason upon 60 days
prior written notice. As a result, we cannot be certain that the 3Com entities
will continue to purchase our products in substantial quantities, or at all. We
anticipate that our sales to the 3Com entities in the future will not reach
historical levels. A substantial decrease or delay in sales to the 3Com entities
would have an adverse effect on our business, results of operations and
financial condition.

We Depend Upon a Small Number of OEM Customers. Sales to our three
largest OEM customers, including 3Com Corporation, accounted for approximately
26.4% of our net revenues in the nine months ended September 30, 1999, 33.0% of
our net revenues in 1998 and 54.4% of our net revenues in 1997. We expect that
we will continue to be dependent upon relatively large orders from our major OEM
customers for a significant portion of our revenues in future periods. However,
none of these customers is obligated to purchase any of our products.
Accordingly, we cannot be certain that these customers will continue to place
large orders for our products in the future, or purchase our products at all.
Our customers may acquire products from our competitors or develop their own
products that compete directly with ours. Any substantial decrease or delay in
our sales to one or more of these entities would have an adverse effect on our
business, results of operations and financial condition. In addition, certain of
our OEM customers have in the past and may in the future acquire competitors or
be acquired by competitors, causing further industry consolidation. In the past,
such acquisitions have caused the purchasing departments of the combined
companies to reevaluate their purchasing decisions. If one of our major OEM
customers engages in an acquisition in the future, it could change its current
purchasing habits. In that event, we could lose the customer, experience a
decrease in orders from that customer or a delay in orders previously made by
that customer. Moreover, if one of our existing OEM customers acquires another
existing OEM customer, the concentration of our revenues from the combined
companies could increase if the combined companies continue to purchase our
software products. Although we maintain allowances for doubtful accounts, the
insolvency of one or more of our major customers could substantially impair our
business, results of operations and financial condition.

Our Operating Results Have Been Substantially Dependent upon One Family
of Products Sold to Original Equipment Manufacturers. In the past we have
derived a significant portion of our revenues from a relatively small number of
products and will

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<PAGE> 16

likely continue to do so in the future. Sales of our QuickLink related products
represented approximately 38.8% of our net revenues in the nine months ended
September 30, 1999, 55.3% of our net revenues in 1998 and 77.7% of our net
revenues in 1997. We expect that revenues from these products will continue to
account for a substantial portion of our total revenues in the foreseeable
future. If our revenues from these software products decline, whether as a
result of competition, technological change, price pressures or other factors,
our business, results of operations and financial condition could be seriously
impaired.

Our Efforts to Develop a Market for Our Retail Software Products Require
Substantial Investments that May Adversely Affect Our Operating Margins. We are
continuing our efforts to develop a market for our retail communication software
products. Subsequent to the PCS acquisition, we added WebCatalog Builder to our
existing line of retail software products that includes HotFax MessageCenter,
Internet CommSuite, VideoLink Mail, FAXstf, HotPage and HotFaxShare. Sales of
our retail products represented approximately 34.3% of our net revenues in the
nine months ended September 30, 1999, 24.9% of our net revenues in 1998 and 5.0%
of our net revenues in 1997. In order to strengthen our product recognition and
build distribution channels for our retail products, we will have to make
significant investments in advertising, trade shows, public relations,
distributor relationships and a dedicated sales force. Accordingly, our retail
sales may not provide us with the same contribution margin to operating income
that we have historically achieved on our OEM sales.

We May Not be Able to Develop and Maintain Relationships with
Distributors and Retailers to Sell Our Retail Software Products. We rely on
distributors, retailers, Internet distributors and value added resellers,
commonly known as VARs, to market and distribute our retail software products.
Our retailers include Staples, CompUSA, Office Depot, OfficeMax and numerous
Internet retail stores, among others. As a result, net revenues to Ingram Micro,
a retail distributor, were 26.6% of our net revenues for the nine months ended
September 30, 1999, 25.1% of our net revenues in 1998 and 0.0% of our net
revenues in 1997. Our ability to maintain distributor and retailer relationships
is largely a function of our sales volume. If we do not meet certain minimum
volume requirements, we may not be able to maintain our relationships with our
current distributors and retailers. Our agreements with retailers and VARs are
not exclusive and in many cases may be terminated by either party without cause.
Many of our retailers and VARs carry product lines that are competitive with our
retail software products. These retailers and VARs may not give a high priority
to the marketing of our products or may not continue to carry our products. In
addition, our retailers and VARs may change their inventory strategies, with
little or no warning to us. In many cases, such changes in inventory strategy
may not be related to end user demand. If this happens, our business, results of
operations and financial condition may be adversely affected. We may not be
successful in recruiting new VARs and retailers to represent us.

Our Risk of Product Returns Will Increase as Our Retail Sales Increase.
We typically allow the retailers and VARs who sell our retail software products
to return our products without charge or penalty. As part of our revenue
recognition policy, we calculate an allowance for product returns based on our
historical experience. If retail sales of our products increase, our risk of
product returns will increase. While our revenue recognition policy contemplates
this risk, it is possible that returns may occur in excess of our previous
experience. If this happens, we would have to revise our estimates and increase
our allowances for such returns. Excessive or unanticipated returns could
adversely affect our business, results of operations and financial condition.

Our Future Success Will Partially Depend on the Level of Market
Acceptance of Our Internet Communications Products and Video Related Products.
We continue to focus significant resources on the development and introduction
of Internet telephony and video communications products and services, including
our currently released products: conexs.com and Internet CommSuite. Such
products compete in new and rapidly changing markets and we cannot be certain
that our products will receive or gain market acceptance. Our first Internet
communications software product was released in September 1998. This software
product includes a number of Internet communications tools such as telephony,
fax, multimedia e-mail, video conferencing, video security and others. Our
initial sales of this product were made to retail channels and did not include
significant orders from OEM customers. We introduced our first video
communications software in 1996. Since that time, our sales volume for such
product has achieved only modest growth and has not become a significant part of
net revenues. Lack of market acceptance for our Internet or video communications
products or other similar products could have an adverse impact on our business,
results of operations and financial condition. In addition, we may experience
delays in or non-completion of the development of new Internet or video
communications software products, which could adversely affect our competitive
position in these markets. Our Internet telephony and video communications
software products compete against those of several competitors, including White
Pine, Logitech, Intel, Microsoft and VocalTech, some of whom have greater
financial and other resources than we do. We cannot be certain that we will be
able to compete successfully against these and any future competitors in the
Internet communications or video conferencing software markets.

Our Future Success Will Partially Depend on the Level of Market
Acceptance of eCommerce Products and Services. Subsequent to the PCS
acquisition, we increased the level of resources directed at this product group
and we expect to continue to focus

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significant resources on the development, marketing and selling of eCommerce
products and services, including our currently released products: WebCatalog and
WebCatalog Builder. Such products compete in new and rapidly changing markets
and we cannot be certain that our products will grow in market acceptance. Our
first eCommerce software product was released in late 1995. The current version
of this software product enables businesses of all sizes to create and operate
online Internet storefronts and web sites. Sales of this product line have
primarily been made through VARs and direct sales to businesses. Revenue from
this product group has achieved modest growth and has not become a significant
part of net revenues. Lack of market acceptance and growth for our eCommerce
products and services could have an adverse impact on our business, results of
operations and financial condition. In addition, we may experience delays in or
non-completion of the development of new eCommerce software products, which
could adversely affect our competitive position in these markets. Our eCommerce
software products compete against those of several competitors, including
Intershop, Intel, IBM, Yahoo and others, some of whom have greater financial and
other resources than we do. We cannot be certain that we will be able to compete
successfully against these and any future competitors in the eCommerce software
markets.

Rapid Technological Change Could Render Our Products Obsolete. The
communication software market in which we operate is characterized by rapid
technological change, changing customer needs, frequent product introductions
and evolving industry standards. These factors make it difficult for us to
estimate the life cycles of our products. Our future success will depend upon
our ability to develop and introduce new software products, including new
releases, applications and enhancements, on a timely basis that keep pace with
technological developments and emerging industry standards and address the
increasingly sophisticated needs of our customers. We may experience
difficulties that could delay or prevent our development, introduction and
marketing of new products. If we are unable to develop and introduce new
products in a timely manner in response to changing market conditions or
customer requirements, or technological or other reasons, our business, results
of operations and financial condition would be adversely affected.

Microsoft is the leading developer of operating systems for personal
computers. We may not be able to successfully develop new versions of our
software products that will operate on future Microsoft operating systems. Even
if we are able to develop such new versions, we may not be able to do so
concurrently with or prior to introductions by our competitors of communication
software products for those new operating systems. Any such failure or delay
could affect our competitive position or lead to obsolescence of our products in
the future.

Microsoft Poses a Significant Competitive Threat to Us. We face
competition from Microsoft, which is the publisher of the most prevalent
personal computing operating platforms, Windows, Windows NT and DOS. Due to its
market dominance, Microsoft represents a significant competitive threat to all
personal computer software vendors, including us. The latest Microsoft operating
systems, Windows 98, Windows 95 and Windows NT, include capabilities now
provided by certain of our OEM and retail software products, including our
principal product, QuickLink. If the communications capabilities of Windows 98,
Windows 95, Windows NT or other operating systems are adopted by users, sales of
our products could decline.

We Face Significant Competition from Other Software Companies. We
operate in markets that are highly competitive and subject to rapid changes in
technology. 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. Competitive pressures could reduce our market share
or require us to reduce the prices of our products, either of which could have
an adverse effect on our business, results of operations and financial
condition.

We Face Significant Competition from Software Vendors in the Retail
Market. Our principal fax related retail products, HotFax MessageCenter and
HotFax, compete directly with Symantec's WinFax Pro. Our Internet communications
software products, Internet CommSuite and conexs.com, compete with product
offerings by Microsoft, Intel, White Pine and VocalTech, among others. Our
eCommerce product, WebCatalog Builder competes with product offerings from
Multiactive and Primecom Interactive, among others. 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.

Many of our current and prospective competitors have significantly
greater financial, 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 or 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

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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, any of which could adversely affect our business, results of operations
and financial condition.

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;

- product performance;

- price;

- distribution; and

- customer support.

We cannot be certain that we will be able to compete successfully with respect
to these and other factors or that the competitive pressures that we face will
not adversely affect our business, results of operations and financial
condition.

Our Future Success Will Depend on Our Ability to Develop and Introduce
New Product Offerings. Our future success will depend, in significant part, on
our ability to successfully develop and introduce new software products and
improved versions of our existing software products on a timely basis and in a
manner that will allow such products to achieve broad customer acceptance. We
cannot be certain that we will be able to develop and introduce new products on
a timely basis, if at all, or that any new products that we do develop will be
accepted in the market. If new products are delayed or do not achieve market
acceptance, our business, results of operations and financial condition will be
adversely affected. In the past, we have experienced delays in purchases of our
products by customers anticipating the launch of new products by us.
Accordingly, it is possible that our customers may defer material orders in the
future in anticipation of new product introductions. If this happens, our
business, results of operations and financial condition may be adversely
affected.

Our Efforts to Sell Our Products in the Corporate and Government
Marketplaces May Not be Successful and May Adversely Affect Our Operating
Margins. In the past, we have generated our revenues almost entirely from OEM
sales. We began selling to the corporate/government marketplace while building
the infrastructure necessary to sell to these two customer bases in 1997. In
January 1998, we acquired the network fax software technology of Mitek Systems,
Inc. Through this acquisition, we acquired software that is designed to address
the fax requirements of the corporate/government customer. During 1998 we
developed the acquired network fax product into the currently shipping product,
HotFaxShare, and we released a newly developed IP Gateway module. In September
1999, we acquired PCS which provided us with eCommerce products for this market.
Although we continue to invest resources in the research and development of
products for the corporate and government markets, and in building the
additional infrastructure required to market and sell products in these markets,
we cannot be certain that our efforts will yield any significant sales growth.
In addition, because we have had to make substantial investments to develop,
market and sell products for these markets, sales of such products may not
provide the operating margins historically achieved by us for OEM sales.

Our Products May Contain Undetected Software Errors. 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 test our products along with our current and potential OEM
customers, 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, all of
which could seriously impair our business, results of operations and financial
condition.

Our Planned Expansion of Our International Business Activities May Make
Us More Susceptible to Global Economic Factors, Foreign Business Practices and
Currency Fluctuations. We presently operate in foreign markets and intend to
expand our international presence. International net revenues represented 16.0%
of our total net revenues for the nine months ended September 30, 1999, 21.5% of
our total net revenues in 1998 and 23.3% of our total net revenues in 1997. We
may not be able to continue to generate significant international sales. Our
international business activities are subject to a number of risks, including:

- difficulties in managing distributors;

- difficulties in staffing and maintaining foreign operations;

- foreign currency exchange fluctuations;

- the possibility of difficulties in collecting accounts
receivable;

18
<PAGE> 19

- varying technical standards;

- substantially different regulatory requirements in different
jurisdictions;

- tariffs and trade barriers;

- political and economic instability;

- reduced protection for our intellectual property rights in
certain countries;

- potentially adverse tax consequences; and

- burdens associated with complying with a wide variety of complex
foreign laws and treaties.

While we currently do not accept payment in foreign currencies and
invoice all of our sales in U.S. dollars, we may not be able to continue this
policy if we are able to grow international sales. If we begin to receive
payment in foreign currencies, we are likely to be subjected to the risks of
foreign currency losses due to fluctuations in foreign currency exchange rates.
In addition, if we are successful in growing our business outside of the United
States, we may also face economic, political and foreign currency situations
that are substantially more volatile than those commonly experienced in the
United States. If this happens, our business, results of operations and
financial condition could be adversely affected.

We Must Continue to Hire and Retain Key Personnel in an Intensely
Competitive Labor Market. Our future performance depends in significant part
upon the continued service of our senior management and other key technical
personnel. We are dependent on our ability to identify, hire, train, retain and
motivate high quality personnel, especially highly skilled engineers involved in
the ongoing research and development required to develop and enhance our
communication software products and introduce enhanced future applications. The
software industry is characterized by a high level of employee mobility and an
aggressive approach to the recruiting of skilled personnel. Our inability to
attract and retain the highly trained technical personnel that are essential to
our product development, marketing and service and support teams may limit the
rate at which we can generate revenue and develop new products or product
enhancements. This could have an adverse effect on our business, results of
operations and financial condition. In order to attract and retain key
personnel, we may need to grant additional options and provide other forms of
incentive compensation.

Because We Rely on Third Party Suppliers, We Have Limited Control Over
Component Costs and Product Delivery Schedules. We rely on third party suppliers
to provide us with the components for our product kits. These components include
disks, CDs and printed manuals. We also rely on third parties for CD-ROM
replication. In the past, we have experienced disk shortages and may experience
such shortages in the future. If we cannot obtain a sufficient quantity of disks
or other components we may not be able to deliver products to our customers on a
timely basis. Similarly, 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. Any delays that we
experience in delivering our products to customers could impair our customer
relationships and adversely impact our business. In addition, if our third party
suppliers raise their prices for disks or other components or CD-ROM replication
services, our gross margins would be reduced. If this happens, our business,
results of operations and financial condition would be adversely affected.

Our Customers May Continue to Switch to the Pre-Loaded or CD-ROM
Versions of Our Products, Which May Adversely Affect Our Operating Results. We
primarily sell our software in a kit that includes a disk or CD-ROM and a
manual. However, some of our customers "pre-load" our software onto a CD,
diskette or the hard drive of a personal computer and pay us a royalty based on
units produced or shipped. These arrangements eliminate the need for us to
provide a disk or CD-ROM and may eliminate the need for a manual. The pre-load
arrangements produce smaller unit revenues for us and eliminate our ability to
generate revenues from our production facilities. We believe that our production
facilities contribute profits to our operations. Currently, we have the
capability to produce our products in-house on 3 1/2-inch diskettes. However, we
do not currently have the capability to produce CD-ROMs internally and the cost
to develop such production capability may be prohibitive. As the size of
software programs grows, CD-ROM is becoming a more prominent medium. We
currently contract CD-ROM production to specialized CD-ROM facilities. If more
of our customers request product pre-loads and CD-ROM versions of our products,
our operating results could be adversely affected.

We Duplicate All of Our Disks at One Facility and May Not be Able to
Find Alternate Arrangements in an Economic or Timely Manner in the Event of a
Disruption at That Facility. We duplicate all of our diskette software at our
Aliso Viejo, California facility. As a result, if our production at this
facility is disrupted by natural disaster or another event, such as the presence
of a virus in our duplicators, we cannot be certain that we could find an
alternative arrangement in timely manner. Even if we are able to find an
alternate duplication facility or a third party to duplicate our diskette
software for us, we cannot be certain that we would be able to obtain such
alternatives at commercially reasonable prices.

We May be Unable to Adequately Protect Our Intellectual Property and
Other Proprietary Rights. Our success is dependent upon our software code base,
our programming methodologies and other intellectual properties. In order to
protect our proprietary

19
<PAGE> 20

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
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 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 business, results of operations and financial condition.

Our Business May be Adversely Affected by Unexpected Year 2000 Problems.
Many currently installed computer systems and software applications are coded to
accept only two digit entries to identify the year in the date code field,
without considering the impact of the change in the century. As a result, in
less than two months, computer systems and/or software used by many companies
may need to be upgraded to comply with such "Year 2000" requirements. We believe
that Year 2000 issues could encompass our own software products, internal
systems used to operate and monitor our business and our third party vendors and
customers.

We currently offer software products that are designed to be Year 2000
compliant. Our software products do not utilize dates in their primary
functions. We have evaluated our software products and their interaction with
hardware, such as fax machines, and possible software applications, such as word
processors, and believe that Year 2000 problems will not effect the
functionality of our software products. However, it is possible that our
products, or the hardware or software applications used by our customers, may
contain undetected errors or defects associated with Year 2000 date functions.

We believe that we have identified substantially all of the major
internal systems and software applications that are important to the operation
and monitoring of our business. We have obtained confirmation from vendors of
certain purchased systems and software applications used in our internal
operations that current releases or upgrades, if installed, are designed to be
Year 2000 compliant. We have recently completed the installation of such
upgrades to our current systems. We believe that with the upgrades,
modifications and conversions we have made to date, the Year 2000 issue will not
have a material impact on our internal systems. However, it is possible that the
systems and software applications used for our internal operations contain
undetected errors or defects associated with Year 2000 date functions.

20
<PAGE> 21

to process transactions, send invoices, or engage in similar normal business
activities. We have developed a contingency plan to work around unexpected Year
2000 issues that may arise. Our contingency plan includes, among other things,
the use of manual processing, the use of Year 2000 compliant personal computer
software alternatives and a program to obtain inventory through numerous
alternate vendors. This contingency plan is designed to facilitate the ongoing
operation and monitoring of our business. Any of these problems, if they occur,
would have an adverse effect on our business, results of operations and
financial condition.

Our Officers and Directors Could Control Matters Submitted to Our
Stockholders. As of October 31, 1999, William Smith, the President, Chief
Executive Officer and Chairman of the Board of the company, and Rhonda Smith,
the Vice-Chairman of the Board, Secretary and Treasurer of our company,
beneficially owned approximately 62.9% of the outstanding shares of the Company.
William Smith and Rhonda 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 merger or business
combination, irrespective of how you 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.

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.

The Price of Our Stock Has Been Volatile and Could Continue to Fluctuate
Substantially. The market price of our common stock has been volatile and could
fluctuate substantially in response to a variety of factors that are out of our
control, in addition to our financial performance. Furthermore, stock prices for
many high technology companies, including our own fluctuate widely for reasons
that may be unrelated to the operating performance.

Future Sales of Our Common Stock Could Cause the Price of Our Shares to
Decline. As of October 31, 1999, we had 15,504,417 shares of Common Stock
outstanding. Of this amount, the 9,758,670 shares held by William Smith and
Rhonda Smith became available for sale in the public market (subject to the
volume and other applicable restrictions of Rule 144) in September 1997,
following the expiration of a two year lock-up agreement with certain
representatives of the underwriters of our initial public offering, which
consummated in September 1995. Sales of a substantial number of shares of our
common stock by William Smith, Rhonda Smith or any other person, either
individually or when aggregated with sales by other persons, could adversely
affect the market price of our common stock.

21
<PAGE> 22

PART II -- OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The effective date of the Company's first registration statement (the
"Registration Statement") filed on Form S-1 (Registration No. 33-95096) under
the Securities Act of 1993, as amended, was September 18, 1995. The class of
securities registered was Common Stock. The offering commenced on September 19,
1995 and all securities were sold in the offering. The managing underwriters for
the offering were Hambrecht & Quist LLC and Oppenheimer & Co., Inc.

Pursuant to the Registration Statement, the Company sold 1,700,000
shares of its Common Stock for an aggregate offering price of $20,400,000, and
certain selling shareholders sold 2,210,000 shares of the Common Stock of the
Company for an aggregate offering price of $26,520,000.

The Company incurred expenses of $2,262,000 of which $1,428,000
represented underwriting discounts and commissions and $834,000 represented
other expenses. All such expenses were direct or indirect payments to others.
The net offering proceeds to the Company after total expenses was $18,138,000.

Of the net proceeds from the offering, $4,188,000 were used to repay
amounts due under a promissory note issued by the Company to certain of its
stockholders as part of a distribution of retained earnings in connection with
the Company's prior S corporation status, $3,011,000 was used in the Company's
acquisition of Performance Computing Incorporated which was consummated in March
1996, $1,091,000 was used in the acquisition of STF which was consummated in
April 1999, $458,000 was used in the acquisition of assets from Mitek Systems,
Inc. in January 1998, $190,000 was used in the acquisition of other
technologies, $3,500,000 has been used for working capital requirements and the
remainder has been invested in U.S. Government obligations and corporate bonds.
The use of the proceeds from the offering does not represent a material change
in the use of the proceeds described in the prospectus that is part of the
Registration Statement.

22
<PAGE> 23

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
Exhibit
No. Title Method of Filing
- ------- ----- ----------------
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporated by reference to Exhibit 3.1 to
Incorporation of the Company the Registrant's Registration Statement No.
33-95096

3.2 Amended and Restated Bylaws of the Incorporated by reference to Exhibit 3.2 to
Company. the Registrant's Registration Statement No.
33-95096

4.1 Specimen certificate representing Incorporated by reference to Exhibit 4.1 to
shares of Common Stock of the the Registrant's Registration Statement No.
Company. 33-95096

10.1 Form of Indemnification Agreement. Incorporated by reference to Exhibit 10.1 to
the Registrant's Registration Statement No.
33-95096

10.2 1995 Stock Option/Stock Issuance Incorporated by reference to Exhibit 10.2 to
Plan. the Registrant's Registration Statement No.
33-95096

10.3 Form of Notice of Grant of Stock Incorporated by reference to Exhibit 10.3 to
Option under 1995 Stock Option/Stock the Registrant's Registration Statement No.
Issuance Plan. 33-95096

10.4 Form of 1995 Stock Option Agreement Incorporated by reference to Exhibit 10.4 to
under 1995 Stock Option/Stock the Registrant's Registration Statement No.
Issuance Plan. 33-95096

10.5 Form of 1995 Stock Purchase Agreement Incorporated by reference to Exhibit 10.5 to
under 1995 Stock Option/Stock the Registrant's Registration Statement No.
Issuance Plan. 33-95096

10.6 Distribution License Agreement dated Incorporated by reference to Exhibit 10.6 to
September 30, 1991, by and between the Registrant's Registration Statement No.
the Company and Crandell Development 33-95096
Corporation.

10.7 Application Program Interface Retail Incorporated by reference to Exhibit 10.7 to
License Agreement July 28, 1992 by the Registrant's Registration Statement No.
and between the Company and Rockwell 33-95096
International Corporation.

10.8 Application Program Interface License Incorporated by reference to Exhibit 10.8 to
Agreement July 28, 1992 by and the Registrant's Registration Statement No.
between the Company and Rockwell 33-95096
International Corporation.

10.9 Rockwell High Speed Interface License Incorporated by reference to Exhibit 10.9 to
Agreement dated June 2, 1994, by and the Registrant's Registration Statement No.
between the Company and Rockwell 33-95096
International Corporation.

10.10 Letter Agreement dated February 22, Incorporated by reference to Exhibit 10.10 to
1994, by and between the Company and the Registrant's Registration Statement No.
Rockwell International Corporation. 33-95096

10.11 Letter Agreement dated April 22, Incorporated by reference to Exhibit 10.11 to
1993, by the

</TABLE>

23
<PAGE> 24

<TABLE>
<CAPTION>
Exhibit
No. Title Method of Filing
- ------- ----- ----------------
<S> <C> <C>
and between the Company and Rockwell Registrant's Registration Statement No.
International Corporation. 33-95096

10.12 Software Distribution Agreement dated Incorporated by reference to Exhibit 10.12 to
May 8, 1995, by and between the the Registrant's Registration Statement No.
Company and International Business 33-95096
Machines Corporation.

10.13 Office Building Lease, dated June 10, Incorporated by reference to Exhibit 10.13 to
1992, by and between the Company and the Registrant's Registration Statement No.
Developers Venture Capital 33-95096
Corporation.

10.14 Amendment No. 1 To Office Building Incorporated by reference to Exhibit 10.14 to
Lease, dated July 9, 1993, by and the Registrant's Registration Statement No.
between the Company and Pioneer Bank. 33-95096

10.15 Amendment No. 2 To Office Building Incorporated by reference to Exhibit 10.15 to
Lease, dated August 15, 1994, by and the Registrant's Registration Statement No.
between the Company and T&C 33-95096
Development.

10.16 Fourth Addendum to Office Building Incorporated by reference to Exhibit 10.16 to
Lease, dated April 21, 1995, by and the Registrant's Registration Statement No.
between the Company and T&C 33-95096
Development.

10.17 Form of Promissory Note related to S Incorporated by reference to Exhibit 10.17 to
Corporation Distribution. the Registrant's Registration Statement No.
33-95096

10.18 Smith Micro Software, Inc. Amended Incorporated by reference to Exhibit 10.21 to
and Restated Software Licensing and the Registrant's Quarterly Report on Form
Distribution Agreement, dated April 10-Q for the quarter ended September 30, 1996
18, 1996, by and between the Company
and U.S. Robotics Access Corp.

10.19 Office Building Lease, dated March 1, Incorporated by reference to Exhibit 10.19 to
1994, by and between Performance the Registrant's Annual Report on Form 10-K
Computing Incorporated and Petula for the fiscal year ended December 3l, 1995
Associates, Ltd./KC Woodside.

10.20 Agreement and Plan of Merger by and Incorporated by reference to Exhibit 2 to the
between Smith Micro Software, Inc., Registrant's Current Report on Form 8-K filed
Performance Computing Incorporated with the Commission on March 28, 1996
and PCI Video Products, Inc. dated as
of March 14, 1996.

10.21 Amendment No. 1, dated as of March Incorporated by reference to Exhibit 10.21 to
10, 1997, to Agreement and Plan of the Registrant's Annual Report on Form 10-K
Merger by and between Smith Micro for the fiscal year ended December 31, 1996
Software, Inc., Performance Computing
Incorporated and PCI Video Products,
Inc. dated as of March 14, 1996.

10.22 Amendment No. 6 to Office Building Incorporated by reference to Exhibit 10.22 to
Lease, dated February 19, 1998, by the Registrant's Annual Report on Form 10-K
and for the
</TABLE>

24
<PAGE> 25

<TABLE>
<CAPTION>
Exhibit
No. Title Method of Filing
- ------- ----- ----------------
<S> <C> <C>
between the Company and World fiscal year ended December 31, 1997
Outreach Center.

10.23 Software licensing and Distribution Incorporated by reference to Exhibit 10.23 to
Agreement dated December 1, 1998, by the Registrant's Annual Report on Form 10-K
and between the Company and 3Com for the fiscal year ended December 31, 1998
Corporation.

10.24 Stock Purchase Agreement dated as of Incorporated by reference to Exhibit 2 to the
April 9, 1999 by and among Smith Registrant's Current Report on Form 8-K filed
Micro Software, Inc. STF with the Commission on April 23, 1999
Technologies, Inc. and the
Shareholders of STF Technologies,
Inc.

27 Financial Data Schedule. Filed Herewith
</TABLE>

(B) REPORTS ON FORM 8-K

On September 16, 1999, the Company filed a Form 8-K in connection with
its acquisition of Pacific Coast Software, Inc., a California corporation.

On April 23, 1999, the Company filed a Form 8-K in connection with its
acquisition of STF Technologies, Inc., a Missouri corporation. Financial
statements of STF Technologies, Inc. and pro forma financial statements of the
Company were not required.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

SMITH MICRO SOFTWARE, INC.

November 15, 1999 By /s/ WILLIAM W. SMITH, JR.
---------------------------------------
William W. Smith, Jr.
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)

November 15, 1999 By /s/ MARK W. NELSON
---------------------------------------
Mark W. Nelson
Chief Financial Officer
(Principal Financial Officer)

<PAGE> 26
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 8,736
<SECURITIES> 0
<RECEIVABLES> 3,818
<ALLOWANCES> 2,790
<INVENTORY> 370
<CURRENT-ASSETS> 13,313
<PP&E> 391
<DEPRECIATION> 1,937
<TOTAL-ASSETS> 16,433
<CURRENT-LIABILITIES> 2,203
<BONDS> 0
0
0
<COMMON> 16
<OTHER-SE> 22,457
<TOTAL-LIABILITY-AND-EQUITY> 16,433
<SALES> 1,845
<TOTAL-REVENUES> 1,845
<CGS> 652
<TOTAL-COSTS> 652
<OTHER-EXPENSES> 3,820
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,516)
<INCOME-TAX> 1,187
<INCOME-CONTINUING> (3,703)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,703)
<EPS-BASIC> (0.24)
<EPS-DILUTED> (0.24)

</TABLE>