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<SEC-DOCUMENT>0001157523-07-007551.txt : 20070731
<SEC-HEADER>0001157523-07-007551.hdr.sgml : 20070731
<ACCEPTANCE-DATETIME>20070731162112
ACCESSION NUMBER:		0001157523-07-007551
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070731
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070731
DATE AS OF CHANGE:		20070731

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:		071012986

	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>a5460895.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): July 31, 2007


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

                                    000-32929
                            (Commission File Number)

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


                             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 July 31, 2007, MoSys, Inc. issued a press release announcing its financial
results for the second fiscal quarter ended June 30, 2007. 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. 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. 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



<PAGE>


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.

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 Second Quarter 2007
           Financial Results" dated July 31, 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: July 31, 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 Second Quarter 2007
           Financial Results" dated July 31, 2007.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5460895ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

                MoSys, Inc. Reports Second Quarter 2007
                          Financial Results


    SUNNYVALE, Calif.--(BUSINESS WIRE)--July 31, 2007--MoSys, Inc.
(MoSys), (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 second quarter
ended June 30, 2007.

    Second Quarter Highlights

    Total revenue for the second quarter of 2007 was $4.3 million,
representing a 38 percent increase compared to $3.1 million in the
first quarter of 2007. Second quarter total revenue increased 85
percent as compared to $2.3 million for the second quarter of 2006.

    Second quarter total revenue included $2.1 million of licensing
revenue as compared to $1.1 million in the first quarter of 2007,
representing a sequential increase of 86 percent, and $1.7 million in
the second quarter of 2006. Royalty revenue was $2.2 million as
compared to $2.0 million in the previous quarter and $639,000 in the
same period a year ago. The Company recorded licensing revenue from 14
different chip development projects compared to 12 projects in the
previous quarter, and royalty revenue from 16 different licensees,
which was consistent with the previous quarter.

    The second quarter gross margin percentage determined in
accordance with U.S. generally accepted accounting principles (GAAP)
was 84 percent as compared to 82 percent in the first quarter of 2007
and 84 percent in the second quarter of 2006.

    Total operating expenses were $4.9 million as compared to $4.7
million in the first quarter of 2007.

    On a GAAP basis, net loss for the quarter was $146,000, or
breakeven per share, including stock-based compensation charges of
$794,000. This compares to a net loss of $969,000, or ($0.03) per
share, in the previous quarter and a net loss of $2.1 million, or
($0.07) per share, in the second quarter of 2006. Earnings per share
for the quarter on a GAAP basis were computed using 31,945,000 shares.

    The non-GAAP net income for the second quarter of 2007, which
excludes the total stock-based compensation charges of $794,000, was
$648,000, or $0.02 fully diluted per share. Net income per share for
the quarter on a non-GAAP basis was computed using 32,882,000 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 long and short-term investments totaled
approximately $87.6 million as of June 30, 2007, an increase from the
approximately $84.3 million as of December 31, 2006.

    "During the second quarter, we signed another Technology License
agreement for our 1T-SRAM(R) at an advanced process node. This
agreement will enable NEC Electronics (NEC) to incorporate our 1T-SRAM
technology onto their 55nm process for use in chip implementations
targeting next-generation consumer, graphics and networking
applications," stated Chet Silvestri, CEO of MoSys, Inc. "This
agreement aligns with our strategy to sign technology license
agreements with major semiconductor manufacturers at the most advanced
process nodes and is further evidence of the scalability of our
technology. In addition to our technology license progress, we are
pleased with the growth in royalties that we are achieving due to the
incorporation of our 1T-SRAM technology into the Nintendo Wii game
console. The success of this game console is contributing to
quarter-over-quarter growth in royalty revenues and increasing the
visibility of our 1T-SRAM technology in the marketplace."

    "With respect to our other major technology initiative, we
announced the tape-out of our first 1T-FLASH(TM) memory macro during
the quarter. This macro completes an important milestone in our first
customer licensing agreement and signals the beginning of our market
roll-out of this technology to other customers," continued Mr.
Silvestri.

    Mr. Silvestri continued, "In another important milestone for the
quarter, we announced the acquisition of a number of Mixed Signal chip
designs from Atmel Corporation. One of these chip designs is an Analog
Front End (AFE) targeted at the High Definition/Blue Ray DVD market.
Another chip design is an 8 port Gigabit Switch, which is targeted at
the networking market. These product acquisitions support our strategy
to further penetrate the high-volume consumer multimedia and
networking markets and complements our 1T-SRAM and 1T-FLASH(TM) memory
IP offerings. By expanding our technology portfolio with these
products, we can offer our licensees a more complete set of IP to
support their system solutions."

    Business Outlook

    The Company's Chief Executive Officer and Chief Financial Officer
will comment further on the highlights of the second quarter and
provide additional financial details on the Company's business outlook
during their conference call at 1:30 p.m. (PT) on Tuesday, July 31,
2007.

    Second Quarter 2007 Financial Results Webcast / Conference Call

    MoSys management will host a conference call and webcast with
investors today, July 31, 2007, at 1:30 p.m. Pacific time (4:30 p.m.
Eastern time) to discuss the second quarter 2007 financial results and
the business outlook. Investors and other interested parties may
access the call by dialing 1-866-203-3206 in the U.S. (1-617-213-8848
outside of the U.S.), and entering the passcode 69285920 at least 10
minutes prior to the start of the call. In addition, an audio webcast
will be available through the MoSys website at http://www.mosys.com. A
telephonic 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 58674627.

    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 and the effects of our adoption of Statement of Financial
Accounting Standard No. 123R (SFAS 123R) upon the number of shares
used in calculating non-GAAP loss per share. MoSys management uses the
above non-GAAP financial measures internally to understand, manage and
evaluate our business. MoSys believes it is useful for itself and
investors to review, as applicable, both GAAP information and the
non-GAAP measures, which exclude the effects of stock-based
compensation and the effects of our adoption of Statement of SFAS
123R, in order to assess the performance of our continuing operations
and for planning and forecasting in future periods. The presentation
of these non-GAAP measures is intended to provide investors with an
understanding of our operational results and trends that enables them
to analyze our base financial and operating performance and facilitate
period-to-period comparisons and analysis of operational trends. MoSys
believes the presentation of these non-GAAP financial measures is
useful to investors in allowing for greater transparency with respect
to supplemental information used by management in its financial and
operational decision-making.

    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 July
31, 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 and 1T-FLASH, and Mixed
Signal technologies.

    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, 1T-FLASH
or Mixed Signal technologies, 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, 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 industry-leading embedded memory IP for semiconductors. MoSys'
patented 1T-SRAM(R) and 1T-FLASH(TM) technologies offer a combination
of high density, low power consumption, high speed and low cost that
is unmatched by other memory technologies. MoSys licensees have
shipped more than 110 million chips incorporating 1T-SRAM,
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 at
http://www.mosys.com. 1T-SRAM is a registered trademark and 1T-FLASH
is a trademark of MoSys, Inc.



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

                         Three Months Ended       Six Months Ended
                              June 30,                June 30,
                          2007        2006        2007        2006
                       ----------- ----------- ----------- -----------
                       (unaudited) (unaudited) (unaudited) (unaudited)
Net Revenue:
 Licensing                  2,159       1,701       3,317       3,969
 Royalty                    2,170         639       4,149       1,893
                       ----------- ----------- ----------- -----------
  Total net revenue         4,329       2,340       7,466       5,862

Cost of Net Revenue:
 Licensing                    678         381       1,242         734
                       ----------- ----------- ----------- -----------
  Total cost of net
   revenue                    678         381       1,242         734

Gross Profit                3,651       1,959       6,224       5,128

Operating Expenses:
 Research and
  development               2,101       2,129       4,179       4,081
 Selling, general and
  administrative            2,825       2,806       5,405       5,435
                       ----------------------- -----------------------
  Total operating
   expenses                 4,926       4,935       9,584       9,516

 Loss from operations      (1,275)     (2,976)     (3,360)     (4,388)

 Other income/expenses      1,232         926       2,296       1,378
                       ----------- ----------- ----------- -----------
  Loss before income
   taxes                      (43)     (2,050)     (1,064)     (3,010)

 Benefit (provision)
  for income taxes           (103)        (14)        (51)        (28)
                       ----------- ----------- ----------- -----------

Net loss                    $(146)    $(2,064)    $(1,115)    $(3,038)
                       =========== =========== =========== ===========

Net loss per share
 Basic                     ($0.00)     ($0.07)     ($0.04)     ($0.10)
 Diluted                   ($0.00)     ($0.07)     ($0.04)     ($0.10)

Shares used in
 computing net loss
 per share
 Basic                     31,945      31,293      31,820      31,157
 Diluted                   31,945      31,293      31,820      31,157




                             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      Six Months
                                         Ended             Ended
                                        June 30,         June 30,
                                     2007    2006     2007     2006
                                    ------- -------- -------- --------

GAAP net loss                        $(146) $(2,064) $(1,115) $(3,038)
  Stock compensation expense
     -Cost of revenue                  122       52      222      104
     -Research and development         224      235      529      462
      Selling, general and
     - administrative                  448      337      929      661
                                    ------- -------- -------- --------
      Total stock compensation
       expense                         794      624    1,680    1,227

Non-GAAP net income (loss)            $648  $(1,440)    $565  $(1,811)
                                    ======= ======== ======== ========

GAAP net loss per share             ($0.00)  ($0.07)  ($0.04)  ($0.10)
  Reconciling item:
     -Stock compensation expense      0.02     0.02     0.06     0.04

                                    ------- -------- -------- --------
Non-GAAP net income (loss) per
 share: Basic and Diluted            $0.02   $(0.05)   $0.02   $(0.06)
                                    ======= ======== ======== ========

Shares used in computing non-GAAP
 net income (loss) per share
  Basic                             31,945   31,293   31,820   31,157
  Diluted                           32,882   31,293   32,751   31,157




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


                                               June 30,   December 31,
                                                 2007         2006
                                              ----------- ------------
                                              (unaudited)  (audited)
Assets:
 Current assets:
       Cash, cash equivalents and short-term
        investments                              $71,962      $81,807
       Accounts receivable - net                     356        2,491
       Unbilled contract receivable                  716          360
       Prepaid expenses and other assets           3,223        2,831
                                              -----------    ---------
              Total current assets                76,257       87,489

 Long-term investments                            15,633        2,492
 Property and equipment - net                      1,258          855
 Goodwill                                         12,326       12,326
 Other assets                                        418          598
                                              -----------    ---------
              Total assets                      $105,892     $103,760
                                              ===========    =========


Liabilities and Stockholders' Equity:
 Current liabilities:
       Accounts payable                             $295         $307
       Accrued expenses and other liabilities      1,484        1,865
       Deferred revenue                              637          619
                                              -----------    ---------
              Total current liabilities            2,416        2,791

  Long-term portion of restructuring
   liability                                           -           54

 Stockholders' equity:
       Common stock, additional paid-in
        capital and others                       110,763      107,087
       Accumulated deficit                        (7,287)      (6,172)
                                              -----------    ---------
              Total stockholders' equity         103,476      100,915

                                              -----------    ---------
              Total liabilities and
               stockholders' equity             $105,892     $103,760
                                              ===========    =========



    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


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