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
|
|
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;
●
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
-
|
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,
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|