-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 D4sd9vwmN7ULDt3a22fmFXFMapcg2YMkSIW7F8kbNSyrwUtZeFU+kEodfNZiOrQL
 8t0nuWLER5Q6+GPAoHJluw==

<SEC-DOCUMENT>0001157523-07-001416.txt : 20070213
<SEC-HEADER>0001157523-07-001416.hdr.sgml : 20070213
<ACCEPTANCE-DATETIME>20070212161550
ACCESSION NUMBER:		0001157523-07-001416
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070212
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070212
DATE AS OF CHANGE:		20070212

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MoSys, Inc.
		CENTRAL INDEX KEY:			0000890394
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				770291941
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-32929
		FILM NUMBER:		07603199

	BUSINESS ADDRESS:	
		STREET 1:		755 N MATIHILDA AVENUE
		CITY:			SUNNYVALE
		STATE:			CA
		ZIP:			94085
		BUSINESS PHONE:		408 731 1800

	MAIL ADDRESS:	
		STREET 1:		755 N MATIHILDA AVENUE
		CITY:			SUNNYVALE
		STATE:			CA
		ZIP:			94085

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MONOLITHIC SYSTEM TECHNOLOGY INC
		DATE OF NAME CHANGE:	19960613
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5332392.txt
<DESCRIPTION>MOSYS, INC. 8-K
<TEXT>
                                  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 12, 2007


                                   MoSys, Inc.
             (Exact name of registrant as specified in its charter)

                                    000-32929
                            (Commission File Number)

 Delaware                                        77-0291941
 (State or other jurisdiction of     (I.R.S. Employer Identification No.)
 incorporation)


                             755 N. Mathilda Avenue
                           Sunnyvale, California 94085
             (Address of principal executive offices, with zip code)

                                 (408) 731-1800
              (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))


<PAGE>

Item 2.02 Results of Operations and Financial Condition.

On February 12, 2007, MoSys, Inc. issued a press release announcing its
financial results for the fourth fiscal quarter and fiscal year ended December
31, 2006. 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), the Company's earnings release
contains non-GAAP financial measures that exclude the statement of operation
effects of stock-based compensation. The Company has applied the modified
prospective method of adoption of SFAS123R, under which the effects of SFAS123R
are reflected in the Company's GAAP financial statement presentations for and
after the first quarter of 2006, but are not reflected in the results for prior
periods. Management of the Company primarily reviews 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 share-based compensation for planning and forecasting future
periods. Because management reviews these financial measures calculated without
taking into account these items, these financial measures are treated as
"non-GAAP financial measures" under Securities and Exchange Commission rules.
Management uses the non-GAAP financial measures for internal managerial
purposes, to evaluate the Company's performance over comparable periods, and to
compare the Company's results to those of other companies in its sector. In
addition, management cites these measures when publicly disclosing
forward-looking statements about expected future results of operations.

Management and the Board of Directors will continue to compare the Company's
historical consolidated results of operations (revenue, gross margin, research
and development, selling, general and administrative expenses, operating loss as
well as net income (loss) and net income (loss) per share), excluding
share-based compensation 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. Also, profit-dependent cash incentive pay to
eligible employees, including senior management, is calculated with reference to
operating results excluding all share-based compensation. 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. With
the recent adoption of SFAS123R, the Company believes that these non-GAAP
financial measures can increase investors' understanding of the impact of
stock-based compensation expense and other adjustments associated with the
application of SFAS123R and relate them to prior periods.

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 provided reconciliations of
the non-GAAP financial measures to the most directly comparable GAAP financial
measures in the press release attached 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, as those programs are an important
element of the Company's compensation structure and generally accepted
accounting principles indicate 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.

<PAGE>

The information contained in this report and the exhibit attached hereto is
furnished solely pursuant to Item 2.02 of Form 8-K and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section. The
information contained herein and the exhibit attached hereto shall not be
incorporated by reference into any filing with the Securities and Exchange
Commission made by MoSys, Inc., whether made before or after the date hereof,
except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.                             Description
- --------------------------------------------------------------------------------
99.1     Press Release titled "MoSys, Inc. Reports Fourth Quarter and Fiscal
         2006 Financial Results" dated February 12, 2007.

<PAGE>
                                   SIGNATURES

         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 12, 2007           By:    /s/ James R. Pekarsky
                                      ------------------------------------------
                                      James R. Pekarsky
                                      Vice President of Finance and
                                      Administration Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Exhibit No.                            Description
- --------------------------------------------------------------------------------
99.1     Press Release titled "MoSys, Inc. Reports Fourth Quarter and Fiscal
         2006 Financial Results" dated February 12, 2007.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5332392ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1


 MoSys, Inc. Reports Fourth Quarter and Fiscal 2006 Financial Results

   Achieves Profitability in Fourth Quarter Due to Increased Royalty
                                Revenue


    SUNNYVALE, Calif.--(BUSINESS WIRE)--Feb. 12, 2007--MoSys, Inc.
(NASDAQ: MOSY), the industry's leading provider of high-density
system-on-chip (SoC) embedded memory intellectual property (IP), today
reported financial results for its fourth quarter and fiscal year
ended December 31, 2006.

    Fourth Quarter Highlights

    --  Reported total revenue of $5.0 million

    --  Decreased quarterly operating expenses by 40 percent

    --  Recorded GAAP net profit of $567,000, and $0.02 fully diluted
        earnings per share

    --  Non-GAAP net profit of $1.4 million, and $0.04 fully diluted
        earnings per share, excluding the stock-based compensation
        expense (See table of reconciliation of GAAP to non-GAAP net
        income (loss) and net income (loss) per share)

    --  Delivered multiple CLASSIC Memory Macro designs to wide range
        of semiconductor customers

    --  Signed technology license agreement with TSMC at 65nm and
        future geometries

    Fourth Quarter Results

    Total net revenue for the fourth quarter of 2006 was $5.0 million
compared to $4.0 million in the third quarter of 2006 and $2.4 million
in the fourth quarter of 2005. Fourth quarter total revenue
represented a sequential increase of 24 percent over the previous
quarter and 109 percent compared to the fourth quarter of 2005.

    Fourth quarter total revenue included licensing revenue of $1.8
million compared to $3.3 million in the third quarter of 2006 and $1.3
million in the fourth quarter of 2005. Royalty revenue increased
significantly to $3.2 million, which included royalty revenue related
to the Nintendo Wii(TM) game console for the fourth quarter. These
results compare to $705,000 of royalty revenues in the third quarter
of 2006 and $1.1 million in the fourth quarter of 2005. The Company
recorded licensing revenue from 12 different chip development
projects, compared to 13 in the previous quarter, and royalty revenue
from 16 different licensees, compared to 15 in the third quarter of
2006.

    During the quarter, MoSys announced a partnership with
VeriSilicon, a leading ASIC design foundry. This partnership enables
VeriSilicon Holding, Co., Ltd. to integrate 1T-SRAM technology into
designs for system-on-chip (SoC) customers across a wide range of
foundry options and advanced process geometries. Also in the quarter,
the Company signed 4 new Macro licenses and 2 additional re-use
licenses for previous Macros.

    Commenting on the quarter, Chet Silvestri, CEO of MoSys stated,
"The fourth quarter was marked by significant strength in our royalty
revenues due to the widely successful release of the Nintendo Wii(TM)
game console. These results, combined with our reduction in operating
expenses, allowed us to achieve solid profitability for the quarter.
We also continued to make progress with both our technology licensing
and CLASSIC Macro programs by signing macro agreements covering
applications such as cellular handsets, portable multimedia devices,
networking storage controllers and consumer graphics applications. We
also signed a licensing agreement with TSMC which allows them to
develop and market embedded memory macro products which incorporate
MoSys technology at earlier process geometries as well as at 65nm and
future geometries."

    In accordance with Generally Accepted Accounting Principles (GAAP)
the fourth quarter gross margin percentage was 88 percent, compared to
96 percent in the third quarter of 2006 and 90 percent in the fourth
quarter of 2005. The sequential decrease in total gross margin for the
quarter was due to higher costs associated with product deliverables
accounted for under the percentage of completion method.

    Total operating expenses for the fourth quarter were $4.6 million
compared to $7.8 million in the previous quarter, which included $3.2
million in legal expenses and settlement charges related to the UniRAM
litigation.

    GAAP net income for the quarter was $567,000, and $0.02 fully
diluted earnings per share, including stock-based compensation expense
under Statement of Financial Accounting Standard No. 123R (FAS 123R)
of $816,000. This compares to a net loss of $2.9 million, or ($0.09)
per share, in the third quarter of 2006 and a net loss of $1.1
million, or ($0.04) per share, in the fourth quarter of 2005. Fully
diluted earnings per share for the quarter on a GAAP basis were
computed using 32,862,000 shares.

    The non-GAAP net income for the fourth quarter, which excludes the
total stock-based compensation charges of $816,000, was $1.4 million,
and $0.04 fully diluted earnings per share. Fully diluted earnings per
share for the quarter on a non-GAAP basis also were computed using
32,862,000 shares. A reconciliation of GAAP results to non-GAAP
results is provided in the financial statement tables following the
text of this press release.

    Cash, cash equivalents and both long and short-term investments
totaled approximately $84.3 million as of December 31, 2006 compared
to approximately $87.1 million as of September 30, 2006. The decrease
in cash was primarily due to the $2.4 million cash payment related to
the UniRAM settlement agreement.

    Fiscal 2006 Results

    For fiscal year 2006, total revenue was $14.9 million compared to
$12.3 million in fiscal 2005. GAAP net loss in 2006 was $5.3 million,
or ($0.17) per share. The non-GAAP net loss for the fiscal 2006
excluding the total stock-based compensation charges of $2.7 million
was $2.6 million or a loss of ($0.08). Furthermore, the one time
litigation settlement charge of $2.4 million increased the net loss
by($0.07) per share.

    The Company's Chief Executive Officer and Chief Financial Officer
will comment on the business highlights of the fourth quarter and full
fiscal year and provide additional financial details during their
financial results conference call at 1:30 p.m. (PT) on Monday,
February 12, 2007.

    Fourth Quarter and Fiscal 2006 Financial Results Webcast/
Conference Call

    MoSys management will host a conference call and webcast with
investors today, February 12, 2007, at 1:30 p.m. Pacific time (4:30
p.m. Eastern time) to discuss the fourth quarter and fiscal 2006
financial results and the business outlook. Investors and other
interested parties may access the call by dialing 866-383-7989 in the
U.S. (617-597-5328 outside of the U.S.), and entering the passcode
42264550 at least 10 minutes prior to the start of the call. In
addition, an audio webcast will be available through the MoSys Web
site at http://www.mosys.com. A telephone replay will be available for
48 hours following the call at 888-286-8010 in the U.S. (617-801-6888
outside of the U.S.), passcode of 68107821.

    Use of Non-GAAP Financial Measures

    To supplement MoSys' consolidated financial statements presented
in accordance with GAAP (Generally Accepted Accounting Principles),
MoSys uses non-GAAP financial measures that exclude from the income
statement the effects of stock-based compensation and the effects of
our adoption of SFAS 123R upon the number of diluted shares used in
calculating non-GAAP loss per share. 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 MoSys' management uses for planning and forecasting
future performance. In addition, MoSys believes that it is important
to provide investors and other interested persons with a consistent
basis for comparison between quarters, particularly in light of the
Company's adoption of the modified prospective transition method under
SFAS 123R, which requires application of the accounting standard as of
January 1, 2006 but not for prior periods.

    Investors are encouraged to review the reconciliation of these
non-GAAP financial measures to the comparable GAAP results, which is
provided in a table immediately below the Condensed Consolidated
Statements of Operations. 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 12, 2007 that we have submitted to the Securities and
Exchange Commission.

    Forward-Looking Statements

    This press release may contain forward-looking statements about
the Company including, without limitation, benefits and performance
expected from use of the Company's 1T-SRAM technology.

    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, customer acceptance of our 1T-SRAM
technologies and embedded memory designs, the timing and nature of the
license agreements being signed with our customers and their requests
for our services under existing license agreements, the timing of
customer acceptance of our work under such agreements, the level of
commercial success of licensees' products such as cell phone hand
sets, ease of manufacturing and yields of devices incorporating our
1T-SRAM, our ability to enhance the 1T-SRAM technology or develop new
technologies, the 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, the vigor and growth
of markets served by our licensees and customers and operations of the
Company and other risks identified in the Company's most recent annual
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.

    Founded in 1991, MoSys (NASDAQ: MOSY), develops, licenses and
markets innovative memory technologies for semiconductors. MoSys'
patented 1T-SRAM technologies offer a combination of high density, low
power consumption, high speed and low cost unmatched by other
available memory technologies. The single transistor bit cell used in
1T-SRAM memory results in the technology achieving much higher density
than traditional four or six transistor SRAMs while using the same
standard logic manufacturing processes. 1T-SRAM technologies also
offer the familiar, refresh-free interface and high performance for
random address access cycles associated with traditional SRAMs. In
addition, these technologies can reduce operating power consumption by
a factor of four compared with traditional SRAM technology,
contributing to making them ideal for embedding large memories in
System on Chip (SoC) designs. MoSys' licensees have shipped more than
100 million chips incorporating 1T-SRAM embedded memory technologies,
demonstrating excellent manufacturability in a wide range of silicon
processes and applications. MoSys is headquartered at 755 N. Mathilda
Avenue, Sunnyvale, California 94085. More information is available on
MoSys' website at http://www.mosys.com.



                             MOSYS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (In thousands, except per share amounts)


                           Three Months Ended      Twelve Months Ended
                              December 31,             December 31,
                            2006        2005          2006     2005
                         ----------- -----------     -------- --------
                         (unaudited) (unaudited)
Net Revenue:
 Product                         $-          $-           $-      $10
 Licensing                    1,794       1,339        9,096    7,725
 Royalty                      3,215       1,063        5,813    4,547
                         ----------- -----------     -------- --------
  Total net revenue           5,009       2,402       14,909   12,282

Cost of Net Revenue:
 Licensing                      592         243        1,498    1,986
                         ----------- -----------     -------- --------
  Total cost of net
   revenue                      592         243        1,498    1,986

Gross Profit                  4,417       2,159       13,411   10,296

Operating Expenses:
 Research and
  development                 2,057       1,557        8,156    5,839
 Selling, general and
  administrative              2,585       2,519       11,370    9,922
 Restructuring expenses           -           5            -      119
 Litigation settlement            -           -        2,400        -
                         ----------- -----------     -------- --------
  Total operating
   expenses                   4,642       4,081       21,926   15,880

 Loss from operations          (225)     (1,922)      (8,515)  (5,584)

 Other income/expenses          865         794        3,286    2,591

  Income (loss) before
   income taxes                 640      (1,128)      (5,229)  (2,993)

 Income tax benefit
  (provision)                   (73)         44         (109)      11
                         ----------- -----------     -------- --------

Net income (loss)              $567     $(1,084)     $(5,338) $(2,982)
                         =========== ===========     ======== ========

Net income (loss) per
 share
   Basic                      $0.02      ($0.04)      ($0.17)  ($0.10)
   Diluted                    $0.02      ($0.04)      ($0.17)  ($0.10)

Shares used in computing
 net income (loss) per
 share
   Basic                     31,492      30,698       31,298   30,534
   Diluted                   32,862      30,698       31,298   30,534




                             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     Twelve Months
                                         Ended             Ended
                                     December 31,      December 31,
                                    2006     2005     2006     2005
                                   -------- -------- -------- --------

 GAAP net income (loss)               $567  $(1,084) $(5,338) $(2,982)

 Non-GAAP adjustments:
  Stock compensation expense
     - Cost of revenue                  98        -      225        -
     - Research and development        252        -      993        -
       Selling, general and
     -  administrative                 466        7    1,528       36
                                   -------- -------- -------- --------
       Total stock compensation
        expense                        816        7    2,746       36

 Non-GAAP net income (loss)         $1,383  $(1,077) $(2,592) $(2,946)
                                   ======== ======== ======== ========

 GAAP net income (loss) per share:
  Basic and Diluted                  $0.02   $(0.04)  $(0.17)  $(0.10)
  Reconciling item:
     - Stock compensation expense    $0.02    $0.00    $0.09    $0.00

                                   -------- -------- -------- --------
 Non-GAAP net income (loss) per
  share: Basic and Diluted           $0.04   $(0.04)  $(0.08)  $(0.10)
                                   ======== ======== ======== ========

 Shares used in computing non-GAAP
  net income (loss) per share
    Basic                           31,492   30,698   31,298   30,534
    Diluted                         32,862   30,698   31,298   30,534




                             MOSYS, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS
                            (in thousands)

                                             December 31, December 31,
                                                 2006          2005
                                               ---------     ---------

Assets:
 Current assets:
       Cash, cash equivalents and
        short-term investments                  $81,807       $68,650
       Accounts receivable - net                  2,491           638
       Unbilled contract receivable                 360           368
       Prepaid expenses and other assets          2,831         2,632
                                               ---------     ---------
             Total current assets                87,489        72,288

 Long-term investments                            2,492        17,339
 Property and equipment - net                       855         1,121
 Goodwill                                        12,326        12,326
 Other assets                                       598           563
                                               ---------     ---------
             Total assets                      $103,760      $103,637
                                               =========     =========

Liabilities and Stockholders' Equity:
 Current liabilities:
       Accounts payable                            $307          $236
       Accrued expenses and other
        liabilities                               1,865         2,564
       Deferred revenue                             619         1,309
                                               ---------     ---------
             Total current liabilities            2,791         4,109

  Long-term portion of restructuring
   liability                                         54           196

 Stockholders' equity:
       Common stock, additional paid-in
        capital and others                      107,087       100,166
       Accumulated deficit                       (6,172)         (834)
                                               ---------     ---------
             Total stockholders' equity         100,915        99,332

             Total liabilities and
              stockholders' equity             $103,760      $103,637
                                               =========     =========



    CONTACT: MoSys
             Jim Pekarsky, CFO, 408-731-1846
             jimp@mosys.com
             or
             Shelton Investor Relations
             Beverly Twing, Senior Account Manager, 972-239-5119 x126
             btwing@sheltongroup.com
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
