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): May 6, 2021
 
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 May 6, 2021, MoSys, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2021. 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 cautionary language 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 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, a one-time deemed dividend and a gain on extinguishment of debt. 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.
 
The Company’s non-GAAP financial measures exclude deemed dividends. In April 2020, the Company completed an offering of common stock (the “Offering”). As a result of the Offering, the exercise price of 1,845,540 common stock purchase warrants issued in a public offering of securities completed in October 2018 was reduced from $6.00 to $2.40 per share. The Company accounted for the warrant exercise price adjustment as a deemed dividend, which increased the net loss attributable to common stockholders for the twelve months ended December 31, 2020.
 
The Company’s non-GAAP financial measures also exclude gains on debt extinguishment. During the quarter ended March 31, 2021, the Company made repayments on the principal balance and accrued interest of its outstanding senior secured convertible notes (the “Notes”). In connection with the repayments and subsequent settlement of the Notes, the Company incurred a gain on the extinguishment of the Notes. 
 
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, interest expense, depreciation, the provision (benefit) for income taxes, the gain on debt extinguishment and the one-time deemed dividend.
 
Management and the Company’s board of directors will continue to analyze the historical consolidated results of operations and comprehensive income (loss) (revenue, 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 Exchange Act of 1934, as amended (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, as amended, 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 May 6, 2021
 
 
 
 
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: May 6, 2021
By:  
/s/ James W. Sullivan
 
 
 
James W. Sullivan 
 
 
 
Vice President of Finance and Chief Financial Officer 
 
  
 
 
 
Exhibit 99.1
 
 
MoSys, Inc. Announces First Quarter 2021 Financial Results
 
SAN JOSE, Calif., May 6, 2021 – MoSys, Inc. (NASDAQ: MOSY) (“MoSys” or the “Company”), a provider of semiconductor solutions that enable fast, intelligent data access for cloud, networking, security and communications systems, today announced financial results for the first quarter ended March 31, 2021.
 
First Quarter 2021 Financial Results
Total net revenue for the first quarter of 2021 was $1.3 million, compared with $1.6 million for the previous quarter and $1.3 million for the first quarter of 2020. Product revenue for the first quarter of 2021 was $1.2 million, compared with $1.4 million in the previous quarter and $1.1 million in the year ago period. The quarter-over-quarter decrease in revenue reflected lower shipments of Bandwidth Engine® products and reduced royalties from 1T-SRAM licensees.
 
Gross margin for the first quarter of 2021 was 63%, compared with 68% for the fourth quarter of 2020 and 58% for the first quarter of 2020.
 
Total operating expenses on a GAAP basis for the first quarter of 2021 were $2.2 million, compared with operating expenses of $2.0 million in the previous quarter and $2.1 million in the first quarter of 2020. Total non-GAAP operating expenses, excluding stock-based compensation expenses, for the first quarter of 2021 were $2.2 million, compared with $2.0 million in the fourth quarter of 2020 and $2.0 million in the first quarter of 2020. A reconciliation of GAAP results to non-GAAP results is provided in the financial statement tables following the text of this press release.
 
GAAP net loss for the first quarter of 2021 was $1.4 million, or $0.28 per share, compared with a net loss of $1.0 million, or $0.29 per share, for the previous quarter, and a net loss of $1.4 million, or $0.61 per share, for the first quarter of 2020.
 
Non-GAAP net loss for the first quarter of 2021 was $1.3 million, or $0.28 per share, compared with a net loss of $1.0 million, or $0.27 per share, in the prior quarter and a net loss of $1.3 million, or $0.58 per share, for the first quarter of 2020. Adjusted EBITDA for the first quarter of 2021 was a negative $1.3 million, compared with a negative $0.9 million in the previous quarter and a negative $1.2 million for the first quarter of 2020.
 
At March 31, 2021, the Company had cash and investments of $11.1 million. In March 2021, the Company fully paid the outstanding balance of its senior secured convertible notes.
 
 
 
 
Management Commentary
“During the first quarter, we continued to make progress with our design-win pipeline and customer engagements, while also effectively managing the challenging supply chain environment,” stated Dan Lewis, MoSys' President and CEO. “With supplier lead times increasing, our operations team has established appropriate inventory levels to service our customers’ requirements. However, we have experienced customer order adjustments, which we believe are attributable to production limitations caused by shortages in other components. We expect the overall semiconductor supply constraints will continue to impact our customers in the second quarter and anticipate a return to more normal ordering and delivery levels in the second half of the year.”
 
“During the quarter, we won multiple new designs for our IC products by leveraging our proven track record with customers and expanded sales channels,” continued Mr. Lewis. “We are encouraged by our expanding pipeline and continue to strategically invest in future growth opportunities. Further, our product development efforts remain focused on our Virtual Accelerator Engine (VAE) IP solutions, which provide expanded market opportunities for our technology. We have delivered multiple IP drops to our partners and prospects and continue to identify new opportunities, especially for acceleration applications at the edge of 5G networks. The pipeline for our VAE IP remains robust, as we leverage new referrals from multiple partners, which we believe will result in further expansion of our portfolio. Additionally, we remain on track to sign an initial production license with a lead IC customer that should result in follow-on licenses for additional customer product programs.”
 
Mr. Lewis concluded, “With over $11 million in cash and investments as a result of our registered direct offering and warrant exercises during the first quarter, we are in a stronger financial position in 2021. We continue to closely manage our expenditures and inventory levels, as we invest in developing our VAE IP solutions, while also preparing to capitalize on new market opportunities as the overall supply environment begins to normalize. Looking ahead, we are encouraged by the initial indications of a global economic recovery and believe it will have a positive impact on the markets in which we operate.”
 
Business Outlook
The Company expects total net revenue for the second quarter of 2021 to be in the range of $1.0 million to $1.3 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, a gain on extinguishment of debt and deemed dividends. 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) attributable to common stockholders 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, restructuring and impairment charges, gains on extinguishment of debt and a one-time deemed dividend. 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 Current Report on Form 8-K dated May 6, 2021 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, the Company’s expectations regarding the impact of COVID-19 and industry supply shortages on its business, its anticipated total net revenue for the first and second quarter of 2021, the timing of a first production license for its Virtual Accelerator Engine IP and the Company’s 2021 revenue trend. 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:
 
● 
limited working capital to aggressively fund product development and growth;
● 
the timing of customer orders and product shipments;
● 
risks related to the COVID-19 pandemic, including public health requirements in response to the outbreak of COVID-19 and the impact on the Company’s business and operations, which is evolving and beyond the Company’s control, members of the Company’s management team or a significant number of its employee base becoming ill with COVID-19, changes in government regulations and mandates to address COVID-19 that may adversely impact the Company’s ability to continue to operate without disruption, a significant decline in global macroeconomic conditions that have an adverse impact on the Company’s business and financial results and component shortages and increased lead times that may negatively impact the Company’s ability to ship its products;
● 
customer concentrations;
● 
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 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 VAE 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 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2021, as well as other reports that MoSys files from time to time with the Securities and Exchange Commission.
 
 
 
 
MoSys does not intend 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 focused on Accelerating Data Intelligence and provides both silicon chips and IP solutions to enable fast, intelligent data access and decision making for a wide range of markets including cloud networking, security, 5G, SmartNIC, test and measurement, and video systems. MoSys’ Quazar family of high-speed memories and the Blazar family of Accelerator Engines are memory integrated circuits with unmatched intelligence, performance and capacity that eliminate data access bottlenecks to deliver speed and intelligence in systems, including those scaling from 100G to multi-terabits per second. MoSys’ Stellar family of Virtual Accelerator Engines includes software, FPGA RTL and RISC-based firmware to accelerate applications and are portable across a wide range of hardware configurations with or without MoSys silicon chips. 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, Quazar, Blazar and Stellar 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
 
 
 
March 31,
 
 
 
2021
 
 
2020
 
 
 
 
 
 
 
 
Net Revenue
 
 
 
 
 
 
Product
 $1,178 
 $1,068 
Royalty and other
  160 
  192 
Total net revenue
  1,338 
  1,260 
 
    
    
Cost of Net Revenue
  495 
  530 
 
    
    
Gross Profit
  843 
  730 
 
    
    
Operating Expenses
    
    
Research and development
  1,159 
  961 
Selling, general and administrative
  1,071 
  1,135 
Total operating expenses
  2,230 
  2,096 
 
    
    
Loss from operations
  (1,387)
  (1,366)
 
    
    
Other income (expense), net
  18 
  (39)
Net loss
 $(1,369)
 $(1,405)
 
    
    
Net loss per share
    
    
Basic and diluted
 $(0.28)
 $(0.61)
 
    
    
Shares used in computing net loss per share
    
    
Basic and diluted
  4,862 
  2,295 
 
 
 
 
MOSYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
 
 
 
March 31,
 
 
December 31,
 
 
 
2021
 
 
2020
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash, cash equivalents and investments
 $11,139 
 $5,889 
Accounts receivable, net
  375 
  701 
Inventories
  862 
  599 
Prepaid expenses and other
  534 
  668 
Total current assets
  12,910 
  7,857 
 
    
    
Property and equipment, net
  105 
  121 
Right-of-use lease asset
  254 
  303 
Other
  18 
  17 
Total assets
 $13,287 
 $8,298 
 
    
    
Liabilities and Stockholders’ Equity
    
    
Current liabilities:
    
    
Accounts payable
 $81 
 $76 
Deferred revenue
  15 
  15 
Short-term lease liability
  201 
  201 
PPP note payable - current portion
  434 
  244 
Accrued expenses and other
  1,291 
  1,299 
Total current liabilities
  2,022 
  1,835 
 
    
    
Convertible notes payable
  - 
  3,092 
PPP note payable
  145 
  335 
Long-term lease liability
  57 
  103 
Total liabilities
  2,224 
  5,365 
 
    
    
Stockholders' equity
  11,063 
  2,933 
 
    
    
Total liabilities and stockholders’ equity
 $13,287 
 $8,298 
 
 
 
 
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
 
 
 
March 31,
 
 
 
2021
 
 
2020
 
 
 
 
 
 
 
 
GAAP net loss attributable to common stockholders
 $(1,369)
 $(1,405)
Stock-based compensation expense
    
    
- Research and development
  25 
  27 
- Selling, general and administrative
  43 
  41 
  Total stock-based compensation expense
  68 
  68 
 
    
    
Gain on debt extinguishment
  (48)
  - 
 
    
    
Non-GAAP net loss
 $(1,349)
 $(1,337)
 
    
    
GAAP net loss attributable to common stockholders per share, basic and diluted
 $(0.28)
 $(0.61)
Reconciling items
    
    
- Stock-based compensation expense
  0.01 
  0.03 
- Gain on debt extinguishment
  (0.01)
  - 
 
    
    
Non-GAAP net loss per share, basic and diluted
 $(0.28)
 $(0.58)
 
    
    
Shares used in computing non-GAAP net loss per share
    
    
Basic and diluted
  4,862 
  2,295 
 
 
 
 
MOSYS, INC.
Reconciliation of GAAP and Non-GAAP Financial Information
(In thousands; unaudited)
 
 
 
Three Months Ended
 
 
 
March 31,
 
 
 
2021
 
 
2020
 
Reconciliation of GAAP loss and adjusted EBITDA
 
 
 
 
 
 
GAAP net loss attributable to common stockholders
 $(1,369)
 $(1,405)
Stock-based compensation expense
    
    
- Research and development
  25 
  27 
- Selling, general and administrative
  43 
  41 
Stock-based compensation expense
  68 
  68 
 
    
    
Gain on debt extinguishment
  (48)
  - 
 
    
    
Non-GAAP net loss
  (1,349)
  (1,337)
EBITDA adjustments:
    
    
Depreciation
  18 
  41 
Interest expense
  30 
  55 
 
    
    
Adjusted EBITDA
 $(1,301)
 $(1,241)