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): February 20, 2020
 
MOSYS, INC.
 (Exact Name of Registrant as Specified in Charter)
 
 
000-32929
(Commission File Number)
 
  Delaware 
  77-0291941
  (State or Other Jurisdiction of Incorporation) 
  (I.R.S. Employer Identification Number)
 
  
2309 Bering Dr.
San Jose, California 95131
(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:
 
[ ] 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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
MOSY
The Nasdaq Stock Market LLC
 

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 February 20, 2020, MoSys, Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2019. 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 income (loss), net income (loss) and net income (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 license was fully amortized as of December 31, 2018. The amortization does not represent operating expenses ordinarily incurred by the Company with respect to its primary business activities of selling integrated circuit products. 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.
 
In accordance with its goodwill accounting policy, in 2019, the Company performed assessments to identify possible goodwill impairment and concluded the goodwill carrying value was greater than the Company’s market value. Therefore, the Company recorded non-cash impairment charges totaling $0.4 million during the twelve months ended December 31, 2019. The impairment charges have been presented within the consolidated statements of operations and comprehensive loss.
 
The Company’s non-GAAP financial measures also exclude restructuring charges related to reductions in workforce and associated operating expenses to reduce net loss and cash burn and to realign resources. The Company has incurred restructuring charges in prior periods and may do so in the future, and such charges should be considered in evaluating the performance of the Company and its management. However, management believes that presenting financial measures that exclude these charges facilitates comparisons with the Company’s ongoing operating results as well as those of other companies in its business sector.
 
Adjusted EBITDA is GAAP net income (loss), as reported on the Company’s consolidated statements of operations, excluding stock-based compensation, restructuring and impairment charges, amortization of intangibles, interest expense, depreciation, and the provision (benefit) for income taxes.
 
Management and the Company’s board of directors will continue to analyze the historical consolidated results of operations and comprehensive income (loss) (revenue, gross margin, research and development expenses, selling, general and administrative expenses, operating income (loss), net income (loss) and net income (loss) per share) and adjusted EBITDA 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.
 
 
 
 
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.
 
The information contained in this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
 
 Exhibit No.
Description
 99.1
Press Release by MoSys, Inc. dated February 20, 2020
 
 
 
 
 
 
 
 
SIGNATURE
 
 
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: February 20, 2020
By:  
/s/  James W. Sullivan
 
 
 
James W. Sullivan
 
 
 
Vice President of Finance and Chief Financial Officer
 
 

 
 
 
 
 
 
EXHIBIT INDEX
 
 
 Exhibit No.
Description
Press Release by MoSys, Inc. dated February 20, 2020
 
 


 
 
 
 
MoSys, Inc. Reports Fourth Quarter 2019 Financial Results
 
Fourth Quarter Revenue Exceeds Guidance
 
 
SAN JOSE, Calif., February 20, 2020 – MoSys, Inc. (NASDAQ: MOSY), a provider of high-speed semiconductor solutions, today reported financial results for the fourth quarter and fiscal year ended December 31, 2019.
 
Fourth Quarter 2019 Financial Results
Total net revenue for the fourth quarter of 2019 was $2.3 million, compared with $1.2 million for the previous quarter and $3.5 million for the fourth quarter of 2018. Product revenue for the fourth quarter was $2.1 million, compared with $1.0 million in the third quarter of 2019 and $3.2 million in the year ago period. The sequential increase in product revenue reflected increased shipments of our Bandwidth Engine® products.
 
GAAP gross margin for the fourth quarter of 2019 was 59%, compared with 66% for the third quarter of 2019 and 72% for the fourth quarter of 2018. Fourth quarter gross margin was negatively impacted by unfavorable manufacturing variances; however, the Company expects gross margin improvement in the first half of 2020.
 
Total operating expenses on a GAAP basis for the fourth quarter of 2019 were $2.0 million, compared with operating expenses of $2.6 million in the previous quarter, which included a goodwill impairment charge of $0.4 million, and $11.7 million in the fourth quarter of 2018, which included a goodwill impairment charge of $9.7 million. Total non-GAAP operating expenses, excluding stock-based compensation expenses, impairment of goodwill and amortization of intangible assets, for the fourth quarter of 2019 were $1.9 million, compared with $2.1 million in the third quarter of 2019 and $1.7 million in the fourth quarter of 2018.
 
In August 2019, the Company effected a 1-for-20 reverse stock split of its common stock. All share and per share amounts in this press release have been retroactively adjusted to reflect the reverse stock split for all current and prior periods.
 
GAAP net loss for the fourth quarter of 2019 was $0.7 million, or ($0.31) per share, compared with a net loss of $1.8 million, or ($0.83) per share, for the previous quarter and a net loss of $9.3 million, or ($5.04) per share, for the fourth quarter of 2018.
 
Non-GAAP net loss for the fourth quarter of 2019 was $0.6 million, or ($0.29) per share, compared with non-GAAP net loss of $1.3 million, or ($0.60) per share, in the prior quarter and non-GAAP net income of $0.7 million, or $0.28 per diluted share, in the fourth quarter of 2018. Adjusted EBITDA for the fourth quarter of 2019 was a negative $0.5 million, compared with a negative $1.2 million for the previous quarter and a positive $0.9 million for the fourth quarter of 2018. A reconciliation of GAAP results to non-GAAP results is provided in the financial statement tables following the text of this press release.
 
 
 
 
Management Commentary
“We are pleased with the increase in our fourth quarter product sales, with product revenues doubling sequentially driven by increased demand from our Bandwidth Engine customers,” commented Dan Lewis, president and chief executive officer. “Most notably, we resumed shipments to a large security customer, which extended its requirements for our Bandwidth Engine 2 products. We also fulfilled significant Bandwidth Engine 3 orders from a lead customer during the quarter.
 
“From a product development perspective, we continue to leverage our current technologies and core competencies to expand our product offerings without incurring significant additional R&D expenses. An example is our new Software Acceleration Product Line. We recently announced the first product available for licensing from this family, our Packet Classification Platform, which utilizes our innovative virtual accelerator, the Graph Memory Engine (GME). The GME architecture allows for flexible implementation of acceleration algorithms in software with the ability to significantly scale performance by leveraging an FPGA combined with a MoSys Bandwidth Engine or Programmable HyperSpeed Engine IC. At a recent developer forum, we demonstrated the packet classification application using our GME on an integrated Xilinx UltraScale+ FPGA and Bandwidth Engine platform.”
 
Mr. Lewis concluded, “We remain focused on expanding our IC customer base and identifying license opportunities for our new software acceleration products with our existing customers, as well as with newly cultivated relationships in additional market segments. We have expanded our sales channels in Europe and in North America, which has generated new opportunities for both product lines, and we expect to announce an additional sales initiative during the first quarter of 2020. Overall, the Company remains well positioned with lead customers in networking, test and measurement and application delivery, where we continued to secure new design wins during 2019. We have good visibility for the first half of 2020, and we intend to continue to closely manage our expenditures in order to minimize cash burn, as we execute our business plan and expand our sales opportunities in the coming year.”
 
Business Outlook
The Company expects total net revenue for the first quarter of 2020 to be in the range of $1.7 million to $2.0 million.
 
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 stock-based compensation, impairment of goodwill and intangible asset amortization. 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. The press release also makes reference to and reconciles GAAP net income (loss) and adjusted EBITDA, which the Company defines as GAAP net income (loss) before interest expense, income tax provision, and depreciation and amortization, as well as stock-based compensation, impairment of goodwill and intangible asset amortization. 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 reconciliations of these non-GAAP financial measures to the comparable GAAP results, which are provided in tables 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 February 20, 2020 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, its expected gross margin improvement in the first half of 2020, its anticipated total net revenue for the first quarter of 2020, anticipated benefits and performance expected from its IC products, the Company’s future markets and future business prospects and its intention to continue to closely manage its expenditures in order to minimize cash burn. 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 aggressively fund product development and growth;
the timing of customer orders and product shipments;
customer concentration;
lengthy sales cycle;
ability to enhance our existing proprietary technologies and develop new technologies;
achieving additional design wins for our IC products through the 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;
ability to make our new software acceleration and IP products commercially available and achieve customer acceptance of these new proprietary technologies;
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.
 
About MoSys, Inc.
MoSys, Inc. (NASDAQ: MOSY) is a provider of semiconductor solutions that enable fast, intelligent data access for cloud networking, security, test and video systems. The company’s solutions eliminate data access bottlenecks to deliver speed and intelligence for line cards and systems scaling from 100G to multi-terabits per second. Engineered and built for high-reliability carrier and enterprise applications, MoSys’ Accelerator Engine IC product family is based on the company’s patented high-performance, high-density random-access memory and its highly efficient, high-speed GigaChip™ serial-interface technology, and incorporates powerful application accelerating in-memory compute functions. 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. The MoSys logo and GigaChip are trademarks of MoSys, Inc. All other marks mentioned herein are the property of their respective owners.
 
(Financial Tables to Follow)
 
Contact:
Jim Sullivan, CFO
MoSys, Inc.
+1 (408) 418-7500
jsullivan@mosys.com
 
 
 
 
 
 
MOSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
(In thousands, except per share amounts; unaudited)
 
 
 
 
Three Months Ended
 
 
Twelve Months Ended
 
 
 
December 31,
 
 
December 31,
 
 
 
2019
 
 
2018
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Revenue
 
 
 
 
 
 
 
 
 
 
 
 
Product
 $2,144 
 $3,242 
 $9,377 
 $15,053 
Royalty and other
  150 
  209 
  709 
  1,547 
Total net revenue
  2,294 
  3,451 
  10,086 
  16,600 
 
    
    
    
    
Cost of Net Revenue
  942 
  964 
  3,931 
  6,346 
 
    
    
    
    
Gross Profit
  1,352 
  2,487 
  6,155 
  10,254 
 
    
    
    
    
Operating Expenses
    
    
    
    
Research and development
  951 
  1,065 
  4,182 
  4,129 
Selling, general and administrative
  1,053 
  937 
  4,016 
  4,095 
Impairment of goodwill
  - 
  9,697 
  420 
  12,856 
Total operating expenses
  2,004 
  11,699 
  8,618 
  21,080 
 
    
    
    
    
Loss from operations
  (652)
  (9,212)
  (2,463)
  (10,826)
 
    
    
    
    
Other expense, net
  (34)
  (48)
  (117)
  (583)
Net Loss
 $(686)
 $(9,260)
 $(2,580)
 $(11,409)
 
    
    
    
    
Net loss per share
    
    
    
    
Basic and diluted
 $(0.31)
 $(5.04)
 $(1.19)
 $(14.82)
 
    
    
    
    
Shares used in computing net loss per share
    
    
    
    
Basic and diluted
  2,178 
  1,839 
  2,165 
  770 
 
 
 
 
 
 
 
 
MOSYS, INC. 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(In thousands, unaudited)
 
 
 
     December 31, 
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash, cash equivalents and investments
 $6,353 
 $7,104 
Accounts receivable, net
  1,175 
  1,622 
Inventories
  968 
  1,148 
Prepaid expenses and other
  472 
  923 
Total current assets
  8,968 
  10,797 
 
    
    
Property and equipment, net
  197 
  279 
Goodwill
  - 
  420 
Other
  234 
  260 
Total assets
 $9,399 
 $11,756 
 
    
    
Liabilities and Stockholders’ Equity
    
    
Current liabilities:
    
    
Accounts payable
 $218 
 $236 
Deferred revenue
  166 
  273 
Accrued expenses and other
  1,321 
  1,402 
Total current liabilities
  1,705 
  1,911 
 
    
    
Convertible notes payable
  2,858 
  2,671 
Other long-term liabilities
  - 
  17 
Total liabilities
  4,563 
  4,599 
 
    
    
Stockholders' equity
  4,836 
  7,157 
 
    
    
Total liabilities and stockholders’ equity
 $9,399 
 $11,756 
 
    
    
 
 
 
 
 
 
MOSYS, INC.
 Reconciliation of GAAP to Non-GAAP Net Income (Loss) and Net Income (Loss) Per Share
 (In thousands, except per share amounts; unaudited)
 
 
 
 
 
Three Months Ended
 
 
Twelve Months Ended
 
 
 
December 31,
 
 
December 31,
 
 
 
2019
 
 
2018
 
 
2019
 
 
2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP net loss
 $(686)
 $(9,260)
 $(2,580)
 $(11,409)
Stock-based compensation expense
    
    
    
    
-Research and development
  27 
  132 
  108 
  327 
-Selling, general and administrative
  37 
  96 
  155 
  347 
Total stock-based compensation expense
  64 
  228 
  263 
  674 
 
    
    
    
    
Impairment of goodwill
  - 
  9,697 
  420 
  12,856 
Amortization of intangible assets
  - 
  28 
  - 
  111 
 
    
    
    
    
Non-GAAP net income (loss)
 $(622)
 $693 
 $(1,897)
 $2,232 
 
    
    
    
    
GAAP net loss per share, basic
 $(0.31)
 $(5.04)
 $(1.19)
 $(14.82)
Reconciling items
    
    
    
    
-Stock-based compensation expense
  0.02 
  0.13 
  0.12 
  0.88 
-Impairment of goodwill
  - 
  5.27 
  0.19 
  16.70 
-Amortization of intangible assets
  - 
  0.02 
  - 
  0.14 
 
    
    
    
    
Non-GAAP net income (loss) per share, basic
 $(0.29)
 $0.38 
 $(0.88)
 $2.90 
 
    
    
    
    
GAAP net loss per share, diluted
 $(0.31)
 $(3.74)
 $(1.19)
 $(13.01)
Reconciling items
    
    
    
    
-Stock-based compensation expense
  0.02 
  0.09 
  0.12 
  0.77 
-Impairment of goodwill
  - 
  3.92 
  0.19 
  14.66 
-Amortization of intangible assets
  - 
  0.01 
  - 
  0.13 
 
    
    
    
    
Non-GAAP net income (loss) per share, diluted
 $(0.29)
 $0.28 
 $(0.88)
 $2.55 
 
    
    
    
    
 
Shares used in computing non-GAAP net income (loss) per share
 
    
    
    
Basic
  2,178 
  1,839 
  2,165 
  770 
Diluted
  2,178 
  2,472 
  2,165 
  877 
 
 
 
 
 
 
 
MOSYS, INC. 
  Reconciliation of GAAP and Non-GAAP Financial Information
(In thousands; unaudited) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
Twelve Months Ended
 
 
 
December 31,
 
 
December 31,
 
 
 
2019
 
 
2018
 
 
2019
 
 
2018
 
Reconciliation of GAAP net loss and
adjusted EBITDA
 
 
 
 
 
 
 
 
 
GAAP net loss
 $(686)
 $(9,260)
 $(2,580)
 $(11,409)
Stock-based compensation expense
    
    
    
    
Research and development
  27 
  132 
  108 
  327 
Selling, general and administrative
  37 
  96 
  155 
  347 
Stock-based compensation expense
  64 
  228 
  263 
  674 
 
    
    
    
    
Impairment of goodwill
  - 
  9,697 
  420 
  12,856 
Amortization of intangible assets
  - 
  28 
  - 
  111 
 
    
    
    
    
Non-GAAP net income (loss)
  (622)
  693 
  (1,897)
  2,232 
EBITDA adjustments:
    
    
    
    
Depreciation
  37 
  112 
  185 
  598 
Interest expense
  56 
  51 
  220 
  582 
Provision for income taxes
  - 
  9 
  - 
  13 
 
    
    
    
    
Adjusted EBITDA
 $(529)
 $865 
 $(1,492)
 $3,425