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): August 10, 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 August 10, 2021, MoSys, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 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 gains 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 recorded a gain on the extinguishment of the Notes. During the quarter ended June 30, 2021, the Company’s outstanding promissory note with Wells Fargo Bank N.A., which was received pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act, was forgiven by the Small Business Administration under the terms of the PPP. In connection with the forgiveness of the Company’s PPP note, the Company recorded 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 gains 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 August 10, 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: August 10, 2021
 
By:
/s/  James  W.  Sullivan
 
 
 
James W.  Sullivan
 
 
 
Vice President of Finance and Chief Financial Officer

 
 
 
 Exhibit 99.1
 
 
 
MoSys, Inc. Announces Second Quarter 2021 Financial Results
 
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 second quarter ended June 30, 2021.
 
Second Quarter 2021 Financial Results
Total net revenue for the second quarter of 2021 was $1.2 million, compared with $1.3 million for the previous quarter and $2.0 million for the second quarter of 2020. Product revenue for the second quarter of 2021 was $1.0 million, compared with $1.2 million in the previous quarter and $1.7 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 second quarter of 2021 was 62%, compared with 63% for the first quarter of 2021 and 69% for the second quarter of 2020.
 
Total operating expenses on a GAAP basis for the second quarter of 2021 were $2.5 million, compared with operating expenses of $2.2 million in the previous quarter and $1.9 million in the second quarter of 2020. Total non-GAAP operating expenses, excluding stock-based compensation expenses, for the second quarter of 2021 were $2.4 million, compared with $2.2 million in the first quarter of 2021 and $1.9 million in the second 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 second quarter of 2021 was $1.2 million, or $0.18 per share, compared with a net loss of $1.4 million, or $0.28 per share, for the previous quarter, and a net loss of $1.0 million, or $0.32 per share, for the second quarter of 2020.
 
Non-GAAP net loss for the second quarter of 2021 was $1.7 million, or $0.25 per share, compared with a net loss of $1.3 million, or $0.28 per share, in the prior quarter and a net loss of $0.6 million, or $0.18 per share, for the second quarter of 2020. Adjusted EBITDA for the second quarter of 2021 was a negative $1.7 million, compared with a negative $1.3 million in the previous quarter and a negative $0.5 million for the second quarter of 2020.
 
At June 30, 2021, cash and investments increased to $23.1 million, following successful completion of a registered direct offering that generated $12 million in net proceeds. In May 2021, the Company’s outstanding promissory note issued under the Paycheck Protection Program was forgiven in full, and the Company recorded a gain of $0.6 million during the quarter ended June 30, 2021.
 
 
 
 
Management Commentary
 
“We continued to see a consistent level of demand for our chips and IP solutions as reflected in our increasing pipeline of design wins and customer engagements during the quarter. We continued to effectively manage industry supply chain constraints, which impacted customer timelines and near-term demand for our IC products. In response to the current environment, we have increased ordering lead times for our products, and when combined with our increased backlog, provides us visibility through the first quarter of 2022. We are seeing new opportunities for our Acceleration Engine ICs in applications such as programmable switches, network security and 5G user plane function (UPF). These applications require increasing amounts of high-bandwidth, low-latency memory to add performance and features. As we recently announced, APS Networks has selected our Bandwidth Engine 3 IC to add advanced capabilities to its new OpenBNG switches, and we expect initial revenue contribution in the coming quarters.
 
We also continued to make progress on the development and marketing of our Virtual Accelerator Engine (VAE) IP solutions. Our pipeline for license opportunities increased during the quarter supported by new referrals from our FPGA partners and includes multiple engagements for use in 5G UPF applications. We expect to secure our first production license with a lead IC customer in the second half of 2021 with follow-on licenses for additional customer programs expected in 2022."
Mr. Lewis concluded, "Based on our current backlog, we expect quarterly revenue to increase beginning with the fourth quarter of 2021. While we experienced increased expenses in the second quarter, we continue to manage our costs and prudently invest in the development of our VAE IP solutions and seek to identify strategic relationships and alternatives to improve our prospects and provide further scale. We also exited the quarter with our strongest balance sheet in recent years. The Company is debt free and has over $23 million in cash and investments. We look forward to making further progress in the second half of 2021, as we believe we are well positioned for growth and continued execution on our business plan."
 
Business Outlook
The Company expects total net revenue for the third quarter of 2021 to be in the range of $1.1 million to $1.4 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, gains 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 August 10, 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 its supply chain constraints, its anticipated total net revenue for the third quarter of 2021, the timing of a first production license for its Virtual Accelerator Engine IP, and the Company’s 2021 revenue trends. 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:
 
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
 
 
Six Months Ended
 
 
 
June 30,    
 
 
June 30,    
 
 
 
2021
 
 
2020
 
 
2021
 
 
2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Revenue
 
 
 
 
 
 
 
 
 
 
 
 
Product
 $1,017 
 $1,679 
 $2,195 
 $2,747 
Royalty and other
  151 
  289 
  311 
  481 
Total net revenue
  1,168 
  1,968 
  2,506 
  3,228 
 
    
    
    
    
Cost of Net Revenue
  444 
  604 
  939 
  1,134 
 
    
    
    
    
Gross Profit
  724 
  1,364 
  1,567 
  2,094 
 
    
    
    
    
Operating Expenses
    
    
    
    
Research and development
  1,222 
  985 
  2,381 
  1,946 
Selling, general and administrative
  1,287 
  964 
  2,358 
  2,099 
Total operating expenses
  2,509 
  1,949 
  4,739 
  4,045 
 
    
    
    
    
Loss from operations
  (1,785)
  (585)
  (3,172)
  (1,951)
 
    
    
    
    
Other income (expense), net
  580 
  (54)
  598 
  (93)
Net loss
  (1,205)
  (639)
  (2,574)
  (2,044)
 
    
    
    
    
Deemed dividend for warrant exercise price adjustment
  - 
  (392)
  - 
  (392)
Net loss attributable to common stockholders
 $(1,205)
 $(1,031)
 $(2,574)
 $(2,436)
 
    
    
    
    
Net loss per share
    
    
    
    
Basic and diluted
 $(0.18)
 $(0.32)
 $(0.44)
 $(0.88)
 
    
    
    
    
Shares used in computing net loss per share
    
    
    
    
Basic and diluted
  6,857 
  3,265 
  5,865 
  2,780 
 
 
 
 
MOSYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
 
 
 
June 30,
 
 
December 31,
 
 
 
2021
 
 
2020
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash, cash equivalents and investments
 $19,566 
 $5,889 
Accounts receivable, net
  632 
  701 
Inventories
  1,026 
  599 
Prepaid expenses and other
  388 
  668 
Total current assets
  21,612 
  7,857 
 
    
    
Long-term investments
  3,484 
  - 
Property and equipment, net
  96 
  121 
Right-of-use lease asset
  205 
  303 
Other
  17 
  17 
Total assets
 $25,414 
 $8,298 
 
    
    
Liabilities and Stockholders’ Equity
    
    
Current liabilities:
    
    
Accounts payable
 $89 
 $76 
Accrued expenses and other
  1,350 
  1,300 
Deferred revenue
  147 
  15 
Short-term lease liability
  201 
  201 
PPP note payable - current portion
  - 
  244 
Total current liabilities
  1,787 
  1,836 
 
    
    
Convertible notes payable
  - 
  3,092 
PPP note payable
  - 
  335 
Long-term lease liability
  10 
  103 
Total liabilities
  1,797 
  5,366 
 
    
    
Stockholders' equity
  23,617 
  2,932 
 
    
    
Total liabilities and stockholders’ equity
 $25,414 
 $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
 
 
Six Months Ended
 
 
 
June 30,    
 
 
June 30,    
 
 
 
2021
 
 
2020
 
 
2021
 
 
2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP net loss attributable to common stockholders
 $(1,205)
 $(1,031)
 $(2,574)
 $(2,436)
Deemed dividend for warrant exercise price adjustment
  - 
  392 
  - 
  392 
Stock-based compensation expense
    
    
    
    
Research and development
  50 
  27 
  75 
  54 
Selling, general and administrative
  47 
  39 
  90 
  80 
Total stock-based compensation expense
  97 
  66 
  165 
  134 
 
    
    
    
    
Gains on debt extinguishment
  (579)
  - 
  (627)
  - 
 
    
    
    
    
Non-GAAP net loss
 $(1,687)
 $(573)
 $(3,036)
 $(1,910)
 
    
    
    
    
GAAP net loss attributable to common stockholders per share, basic and diluted
 $(0.18)
 $(0.32)
 $(0.44)
 $(0.88)
Reconciling items
    
    
    
    
Deemed dividend for warrant exercise price adjustment
  - 
  0.12 
  - 
  0.14 
Stock-based compensation expense
  0.01 
  0.02 
  0.03 
  0.05 
Gains on debt extinguishment
  (0.08)
  - 
  (0.11)
  - 
 
    
    
    
    
Non-GAAP net loss per share, basic and diluted
 $(0.25)
 $(0.18)
 $(0.52)
 $(0.69)
 
    
    
    
    
 
Shares used in computing non-GAAP net loss per share
 
    
    
    
Basic and diluted
  6,857 
  3,265 
  5,865 
  2,780 
 
 
 
 
 
MOSYS, INC.
Reconciliation of GAAP and Non-GAAP Financial Information
(In thousands; unaudited)
 
 
 
Three Months Ended
 
 
Six Months Ended
 
 
 
June 30,    
 
 
June 30,    
 
 
 
2021
 
 
2020
 
 
2021
 
 
2020
 
Reconciliation of GAAP loss and adjusted EBITDA
 
 
 
 
 
 
 
 
 
GAAP net loss attributable to common stockholders
 $(1,205)
 $(1,031)
 $(2,574)
 $(2,436)
Deemed dividend for warrant exercise price adjustment
  - 
  392 
  - 
  392 
Stock-based compensation expense
    
    
    
    
Research and development
  50 
  27 
  75 
  54 
Selling, general and administrative
  47 
  39 
  90 
  80 
Stock-based compensation expense
  97 
  66 
  165 
  134 
 
    
    
    
    
Gains on debt extinguishment
  (579)
  - 
  (627)
  - 
 
    
    
    
    
Non-GAAP net loss
  (1,687)
  (573)
  (3,036)
  (1,910)
EBITDA adjustments:
    
    
    
    
Depreciation
  18 
  41 
  36 
  82 
Interest expense
  - 
  56 
  30 
  112 
 
    
    
    
    
Adjusted EBITDA
 $(1,669)
 $(476)
 $(2,970)
 $(1,716)