8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 17, 2017

MoSys, Inc.

(Exact name of registrant as specified in its charter)

000-32929

(Commission File Number)

Delaware	77-0291941
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation)

3301 Olcott Street

Santa Clara, California 95054

(Address of principal executive offices, with zip code)

(408) 418-7500

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company ☐ 

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

Item 2.02 Results of Operations and Financial Condition.

On July 17, 2017, MoSys, Inc., or the Company, issued a press release announcing its financial results for the three and six months ended June 30, 2017. A copy of this press release is furnished as Exhibit 99.1 to this report. The press release should be read in conjunction with the statements regarding forward-looking statements, which are included in the text of the release.

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP), management also presents information regarding the Company’s performance over comparable periods based on gross margin, operating expenses (research and development and sales, general and administrative), operating loss, net loss and net loss per share, exclusive of stock-based compensation, restructuring and impairment charges, and amortization of intangibles. Because management discloses financial measures calculated without taking into account these items, these financial measures are characterized as "non-GAAP financial measures" under Securities and Exchange Commission rules.

Stock-based compensation charges represent non-cash charges related to equity awards granted by the Company. Although these are recurring charges to the Company’s operations, management believes the measurement of these amounts can vary considerably from period to period and depend substantially on factors that are not a direct consequence of operating performance that is within management’s control. Thus, management believes that excluding these charges facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined non-GAAP financial measures of comparable companies.

Amortization of intangible assets results from the value recorded for a license the Company retained to patents sold in 2011. The amortization does not represent operating expenses ordinarily incurred by the Company with respect to its primary business activities of selling integrated circuits. Thus, these charges are excluded from the Company’s non-GAAP financial measures to provide another basis for evaluating and comparing the Company’s performance for the three months ended June 30, 2017.

In each of the first quarter of 2016 and the second quarter of 2017, the Company effected a reduction in workforce and associated to reduce operating expenses, net loss and cash burn and to realign resources. The charges incurred in the second quarter of 2017 also include accruals for certain contractual obligations related to computer-aided design software.

Management and the Company’s board of directors will continue to analyze the historical consolidated results of operations and comprehensive loss (revenue, gross margin, research and development expenses, selling, general and administrative expenses, operating loss, net loss and net loss per share), excluding stock-based compensation, charges for amortization of intangibles and restructuring charges described above, to assess the business and compare operating results to the Company's performance objectives. For example, the Company's budgeting and planning process utilizes these non-GAAP financial measures, along with other types of financial information.

The Company discloses these non-GAAP financial measures to the public as an additional means by which investors can assess the Company's performance and to identify the Company's operating results for investors on the same basis applied by management. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The Company has furnished reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the press release furnished as Exhibit 99.1.

Moreover, although these non-GAAP financial measures adjust expense, they should not be viewed as a pro-forma presentation reflecting the elimination of the underlying share-based compensation programs, which are an important element of the Company's compensation structure. GAAP requires that all forms of share-based payments should be valued and included, as appropriate, in results of operations. Management believes these expenses are a material part of the Company's operating results.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.	Description
99.1	Press Release by MoSys, Inc. dated July 17, 2017.

SIGNATURES

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

MOSYS, INC.

Date: July 17, 2017	By:	/s/ James W. Sullivan
		James W. Sullivan
		Vice President of Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release by MoSys, Inc. dated July 17, 2017.

EX-99.1

EXHIBIT 99.1

MoSys, Inc. Reports Second Quarter 2017 Financial Results

SANTA CLARA, Calif., July 17, 2017 (GLOBE NEWSWIRE) -- MoSys, Inc. (NASDAQ:MOSY), today reported financial results for the second quarter ended June 30, 2017.   

Second Quarter 2017 Financial Results
Total net revenue for the second quarter of 2017 was $1.4 million, compared with $1.2 million for the previous quarter and $1.6 million for the second quarter of 2016. Product revenue for the second quarter was $1.1 million, compared with $1.0 million in the first quarter of 2017 and $1.3 million in the year-ago period.

Gross margin for the second quarter of 2017 was 47 percent, compared with 50 percent for the first quarter of 2017 and 41 percent for the second quarter of 2016.

Total operating expenses on a GAAP basis for the second quarter of 2017 were $4.4 million, compared with $4.8 million for the first quarter of 2017 and $6.5 million for the second quarter of 2016. GAAP net loss for the second quarter of 2017 was $4.0 million, or ($0.60) per share, compared with a net loss of $4.4 million, or ($0.66) per share, for the previous quarter and a net loss of $6.0 million, or ($0.91) per share, for the second quarter of 2016. Non-GAAP net loss for the second quarter of 2017 was $2.8 million, or ($0.42) per share, which excludes restructuring charges, intangible asset amortization and stock-based compensation expenses. A reconciliation of GAAP results to non-GAAP results is provided in the financial statement tables following the text of this press release. In February 2017, the Company effected a 1-for-10 reverse stock split of its common stock. All share and per share amounts in this press release have been adjusted to reflect the reverse stock split for all current and prior periods.

Management Commentary
“Second quarter 2017 IC revenue reflected an increase in shipments of our IC products, and we have received order visibility for at least the next 12 months from our lead customers and expect a meaningful increase in revenue in the second half of the year,” commented Len Perham, MoSys’ president and CEO.  “We continue to pursue new design-in opportunities for our products, and recorded an additional design win during the quarter for our Bandwidth Engine 3.”

“Also, during the quarter, we began to realize the benefits of our initial cost reduction initiatives, which we implemented early in the second quarter, resulting in non-GAAP operating expenses decreasing by 30% sequentially. We expect to implement additional cost reductions and further reduce operating expenses in the coming quarters. More recently, we successfully completed a financing that resulted in net proceeds of approximately $2.0 million, which will be used to support ongoing operations and improve our balance sheet, in combination with the reductions in costs and operating expenses.”

Financial Results Conference Call
The Company will not be hosting a conference call or webcast in conjunction with today’s release of its second quarter results.

Use of Non-GAAP Financial Measures
To supplement MoSys’ consolidated financial statements presented in accordance with GAAP, MoSys uses non-GAAP financial measures that exclude from the statement of operations the effects of non-cash goodwill impairment, restructuring, stock-based compensation and intangible asset amortization charges. MoSys’ management believes that the presentation of these non-GAAP financial measures is useful to investors and other interested persons because they are one of the primary indicators that MoSys’ management uses for planning and forecasting future performance. MoSys’ management believes that the presentation of non-GAAP financial measures that exclude these items is useful to investors because management does not consider these charges part of the day-to-day business or reflective of the core operational activities of the Company that are within the control of management or that would be used to evaluate management’s operating performance.

Investors are encouraged to review the reconciliation of these non-GAAP financial measures to the comparable GAAP results, which is provided in a table below the Condensed Consolidated Statements of Operations. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. For additional information regarding these non-GAAP financial measures, and management’s explanation of why it considers such measures to be useful, refer to the Form 8-K dated July 17, 2017 that the Company filed with the Securities and Exchange Commission.

Forward-Looking Statements
This press release may contain forward-looking statements about the Company, including, without limitation, anticipated benefits and performance expected from its IC products and the Company’s future markets and future business prospects. Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Actual results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors. These factors include, but are not limited, to the following:

• a lack of working capital to fund continued product development and growth;
• achieving additional IC design wins;
• commencing volume shipments of Bandwidth Engine ICs;
• the timing of customer orders and product shipments;
• our ability to enhance our existing proprietary technologies and develop new technologies;
• achieving necessary acceptance and adoption of our IC architecture and interface protocols by potential customers and their suppliers;
• difficulties and delays in the development, production, testing and marketing of our ICs;
• reliance on our manufacturing partners to assist successfully with the fabrication of our ICs;
• availability of quantities of ICs supplied by our manufacturing partners at a competitive cost;
• our lack of recent experience as a fabless semiconductor company making and selling proprietary ICs;
• level of intellectual property protection provided by our patents, the expenses and other consequences of litigation, including intellectual property infringement litigation, to which we may be or may become a party from time to time;
• vigor and growth of markets served by our customers and our operations; and

other risks identified in the company’s most recent report on Form 10-K filed with the Securities and Exchange Commission, as well as other reports that MoSys files from time to time with the Securities and Exchange Commission. MoSys undertakes no obligation to update publicly any forward-looking statement for any reason, except as required by law, even as new information becomes available or other events occur in the future. There can be no assurance that MoSys’ review of strategic alternatives will result in any specific action. 

About MoSys, Inc.
MoSys, Inc. (NASDAQ:MOSY) is a fabless semiconductor company enabling leading equipment manufacturers in the data center, networking and communications systems markets to address the continual increase in Internet users, data and services. More information is available at www.mosys.com.

Bandwidth Engine and MoSys are registered trademarks of MoSys, Inc. in the US and/or other countries. All other marks mentioned herein are the property of their respective owners.

(Financial Tables to Follow)

MOSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts; unaudited)
				Three Months Ended						Six Months Ended
				June 30,						June 30,
					2017			2016			2017			2016
Net Revenue
	Product			$	1,111		$	1,287		$	2,066		$	2,407
	Royalty and other				273			346			530			677
		Total net revenue			1,384			1,633			2,596			3,084
Cost of Net Revenue					732			963			1,334			1,826
Gross Profit					652			670			1,262			1,258
Operating Expenses
	Research and development				2,313			4,884			5,798			10,116
	Selling, general and administrative				1,101			1,577			2,415			3,093
	Restructuring charges				1,002			-			1,002			676
		Total operating expenses			4,416			6,461			9,215			13,885
	Loss from operations				(3,764	)		(5,791	)		(7,953	)		(12,627	)
	Other expense, net				(230	)		(213	)		(446	)		(242	)
Net Loss				$	(3,994	)	$	(6,004	)	$	(8,399	)	$	(12,869	)
Net loss per share
	Basic and diluted			$	(0.60	)	$	(0.91	)	$	(1.26	)	$	(1.95	)
Shares used in computing net loss per share
	Basic and diluted				6,677			6,598			6,662			6,583
MOSYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
				June 30,			December 31,
					2017			2016
Assets
	Current assets:
		Cash, cash equivalents and investments		$	2,743		$	9,768
		Accounts receivable, net			522			559
		Inventories			1,048			1,451
		Prepaid expenses and other			1,124			473
			Total current assets		5,437			12,251
	Property and equipment, net				885			1,274
	Goodwill				13,276			13,276
	Other				290			344
			Total assets	$	19,888		$	27,145
Liabilities and Stockholders’ Equity
	Current liabilities:
		Accounts payable		$	165		$	561
		Deferred revenue			1,273			271
		Accrued expenses and other			2,094			2,502
			Total current liabilities		3,532			3,334
	Notes payable				8,702			8,250
	Other				391			233
			Total liabilities		12,625			11,817
	Stockholders' equity				7,263			15,328
			Total liabilities and stockholders’ equity	$	19,888		$	27,145
MOSYS, INC.
Reconciliation of GAAP to Non-GAAP Net Loss and Net Loss Per Share
(In thousands, except per share amounts; unaudited)
				Three Months Ended						Six Months Ended
				June 30,						June 30,
					2017			2016			2017			2016
	GAAP net loss			$	(3,994	)	$	(6,004	)	$	(8,399	)	$	(12,869	)
		Stock-based compensation expense
		-	Research and development		102			383			211			821
		-	Selling, general and administrative		69			162			145			329
			Total stock-based compensation expense		171			545			356			1,150
		Restructuring charges			1,002			-			1,002			676
		Amortization of intangible assets			28			27			56			55
	Non-GAAP net loss			$	(2,793	)	$	(5,432	)	$	(6,985	)	$	(10,988	)
	GAAP net loss per share			$	(0.60	)	$	(0.91	)	$	(1.26	)	$	(1.95	)
		Reconciling items
		-	Stock-based compensation expense		0.03			0.08			0.06			0.18
		-	Restructuring charges		0.15			-			0.15			0.10
		-	Amortization of intangible assets		-			-			-			-
	Non-GAAP net loss per share: basic and diluted			$	(0.42	)	$	(0.83	)	$	(1.05	)	$	(1.67	)
	Shares used in computing non-GAAP net loss per share
		Basic and diluted			6,677			6,598			6,662			6,583

Contacts:
Jim Sullivan, CFO
MoSys, Inc.
+1 (408) 418-7500
jsullivan@mosys.com

Beverly Twing, Sr. Acct. Manager
Shelton Group, Investor Relations
+1 (214) 272-0089
btwing@sheltongroup.com