SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of earliest event reported): July 17, 2017
(Exact name of registrant as specified in its charter)
(Commission File Number)
|(State or other jurisdiction of
||(I.R.S. Employer Identification
3301 Olcott Street
Santa Clara, California 95054
(Address of principal executive offices, with zip code)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR 240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On July 17, 2017, MoSys, Inc., or the Company, issued a press release
announcing its financial results for the three and six months ended June 30, 2017. A copy of this press release is furnished as
Exhibit 99.1 to this report. The press release should be read in conjunction with the statements regarding forward-looking statements,
which are included in the text of the release.
In addition to disclosing financial results calculated in accordance with U.S. generally
accepted accounting principles (GAAP), management also presents information regarding the Company’s performance over comparable
periods based on gross margin, operating expenses (research and development and sales, general and administrative), operating loss,
net loss and net loss per share, exclusive of stock-based compensation, restructuring and impairment charges, and amortization
of intangibles. Because management discloses financial measures calculated without taking into account these items, these financial
measures are characterized as "non-GAAP financial measures" under Securities and Exchange Commission rules.
Stock-based compensation charges represent non-cash charges related to equity awards
granted by the Company. Although these are recurring charges to the Company’s operations, management believes the measurement
of these amounts can vary considerably from period to period and depend substantially on factors that are not a direct consequence
of operating performance that is within management’s control. Thus, management believes that excluding these charges facilitates
comparisons of the Company’s operational performance in different periods, as well as with similarly determined non-GAAP
financial measures of comparable companies.
Amortization of intangible assets results from the value recorded for a license the Company
retained to patents sold in 2011. The amortization does not represent operating expenses ordinarily incurred by the Company with
respect to its primary business activities of selling integrated circuits. Thus, these charges are excluded from the Company’s
non-GAAP financial measures to provide another basis for evaluating and comparing the Company’s performance for the three
months ended June 30, 2017.
In each of the first quarter of 2016 and the second quarter of 2017, the Company
effected a reduction in workforce and associated to reduce operating expenses, net loss and cash burn and to realign resources.
The charges incurred in the second quarter of 2017 also include accruals for certain contractual obligations related to computer-aided
Management and the Company’s board of directors will continue to analyze the historical
consolidated results of operations and comprehensive loss (revenue, gross margin, research and development expenses, selling, general
and administrative expenses, operating loss, net loss and net loss per share), excluding stock-based compensation, charges for
amortization of intangibles and restructuring charges described above, to assess the business and compare operating results to
the Company's performance objectives. For example, the Company's budgeting and planning process utilizes these non-GAAP financial
measures, along with other types of financial information.
The Company discloses these non-GAAP financial measures to the public as an additional
means by which investors can assess the Company's performance and to identify the Company's operating results for investors on
the same basis applied by management. The non-GAAP financial measures disclosed by the Company should not be considered a substitute
for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance
with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used
by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other
companies. The Company has furnished reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial
measures in the press release furnished as Exhibit 99.1.
Moreover, although these non-GAAP financial measures adjust expense, they should not
be viewed as a pro-forma presentation reflecting the elimination of the underlying share-based compensation programs, which are
an important element of the Company's compensation structure. GAAP requires that all forms of share-based payments should be valued
and included, as appropriate, in results of operations. Management believes these expenses are a material part of the Company's
Item 9.01 Financial Statements and Exhibits.
||Press Release by MoSys, Inc. dated July
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.
|Date: July 17, 2017
||James W. Sullivan|
||Vice President of Finance and Chief Financial Officer|
||Press Release by MoSys, Inc. dated July