Attached files

file filename
EX-31.2 - EX-31.2 - MITEK SYSTEMS INCmitk-ex312_201506306.htm
EX-31.1 - EX-31.1 - MITEK SYSTEMS INCmitk-ex311_201506307.htm
EX-32.1 - EX-32.1 - MITEK SYSTEMS INCmitk-ex321_201506308.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

£

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

Commission File Number 001-35231

 

MITEK SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

87-0418827

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

8911 Balboa Avenue

San Diego, California

 

92123

(Address of Principal Executive Offices)

 

(Zip Code)

(858) 309-1700

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer

 

¨

 

 

 

Accelerated Filer

 

x

 

 

 

 

 

 

 

 

 

 

Non-Accelerated Filer

 

¨

 

(Do not check if a smaller reporting company)

 

Smaller Reporting Company

 

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

There were 30,989,451 shares of the registrant’s common stock outstanding as of July 31, 2015.

 

 

 

 

 

 


MITEK SYSTEMS, INC.

FORM 10-Q

For The Quarterly Period Ended June 30, 2015

INDEX

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements

 

1

 

 

 

 

 

 

 

Consolidated Balance Sheets at June 30, 2015 (Unaudited) and September 30, 2014

 

1

 

 

 

 

 

 

 

Consolidated Statements of Operations and Other Comprehensive Income (Loss ) (Unaudited) for the Three and Nine Months Ended June 30, 2015 and June 30, 2014

 

2

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended June 30, 2015 and June 30, 2014

 

3

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

4

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

17

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

25

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

25

 

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

27

 

 

 

 

 

Item 1A.

 

Risk Factors

 

27

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

27

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

 

27

 

 

 

 

 

Item 4.

 

Mine Safety Disclosures

 

27

 

 

 

 

 

Item 5.

 

Other Information

 

27

 

 

 

 

 

Item 6.

 

Exhibits

 

28

 

 

 

 

 

Signatures

 

29

 

 

 

 


 

PART I

FINANCIAL INFORMATION

 

 

ITEM 1. FINANCIAL STATEMENTS.

MITEK SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

June 30,

2015

(Unaudited)

 

 

September 30,

2014

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,730,826

 

 

$

7,766,590

 

Short-term investments

 

 

21,222,669

 

 

 

16,269,170

 

Accounts receivable, net

 

 

3,807,947

 

 

 

2,955,350

 

Other current assets

 

 

832,341

 

 

 

704,409

 

Total current assets

 

 

28,593,783

 

 

 

27,695,519

 

Long-term investments

 

 

763,005

 

 

 

2,072,018

 

Property and equipment, net

 

 

1,065,633

 

 

 

1,293,270

 

Intangible assets, net

 

 

3,546,343

 

 

 

-

 

Goodwill

 

 

2,882,959

 

 

 

-

 

Other non-current assets

 

 

92,049

 

 

 

42,049

 

Total assets

 

$

36,943,772

 

 

$

31,102,856

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

2,341,468

 

 

$

1,792,267

 

Accrued payroll and related taxes

 

 

1,460,841

 

 

 

1,434,913

 

Deferred revenue, current portion

 

 

3,674,946

 

 

 

2,826,670

 

Other current liabilities

 

 

295,375

 

 

 

157,649

 

Total current liabilities

 

 

7,772,630

 

 

 

6,211,499

 

Deferred revenue, non-current portion

 

 

255,750

 

 

 

311,225

 

Other non-current liabilities

 

 

751,955

 

 

 

638,099

 

Total liabilities

 

 

8,780,335

 

 

 

7,160,823

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and

   outstanding

 

 

-

 

 

 

-

 

Common stock, $0.001 par value, 60,000,000 shares authorized, 30,855,511 and

   30,521,080 issued and outstanding, respectively

 

 

30,856

 

 

 

30,521

 

Additional paid-in capital

 

 

62,603,445

 

 

 

59,946,288

 

Accumulated other comprehensive gain (loss)

 

 

(14,689

)

 

 

(7,810

)

Accumulated deficit

 

 

(34,456,175

)

 

 

(36,026,966

)

Total stockholders’ equity

 

 

28,163,437

 

 

 

23,942,033

 

Total liabilities and stockholders’ equity

 

$

36,943,772

 

 

$

31,102,856

 

 

The accompanying notes form an integral part of these consolidated financial statements.

 

1


 

MITEK SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

$

4,675,096

 

 

$

3,176,686

 

 

$

12,414,627

 

 

$

9,468,663

 

Services

 

 

1,764,899

 

 

 

1,483,038

 

 

 

5,087,017

 

 

 

4,137,723

 

Total revenue

 

 

6,439,995

 

 

 

4,659,724

 

 

 

17,501,644

 

 

 

13,606,386

 

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue-software

 

 

265,511

 

 

 

293,877

 

 

 

704,667

 

 

 

787,544

 

Cost of revenue-services

 

 

325,819

 

 

 

313,709

 

 

 

941,718

 

 

 

839,953

 

Selling and marketing

 

 

1,645,770

 

 

 

1,810,084

 

 

 

4,512,479

 

 

 

5,607,559

 

Research and development

 

 

1,353,285

 

 

 

1,589,521

 

 

 

3,896,255

 

 

 

4,745,723

 

General and administrative

 

 

1,804,025

 

 

 

2,302,973

 

 

 

5,700,453

 

 

 

6,968,419

 

Acquisition-related costs and expenses

 

 

736,172

 

 

 

-

 

 

 

816,291

 

 

 

-

 

Total operating costs and expenses

 

 

6,130,582

 

 

 

6,310,164

 

 

 

16,571,863

 

 

 

18,949,198

 

Operating income (loss)

 

 

309,413

 

 

 

(1,650,440

)

 

 

929,781

 

 

 

(5,342,812

)

Other income (expense), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other expense

 

 

(342

)

 

 

(1,545

)

 

 

(2,511

)

 

 

(4,821

)

Interest and other income

 

 

30,101

 

 

 

19,479

 

 

 

68,629

 

 

 

55,940

 

Total other income (expense), net

 

 

29,759

 

 

 

17,934

 

 

 

66,118

 

 

 

51,119

 

Income (loss) before income taxes

 

 

339,172

 

 

 

(1,632,506

)

 

 

995,899

 

 

 

(5,291,693

)

Income tax benefit (provision)

 

 

577,789

 

 

 

(95

)

 

 

574,892

 

 

 

(2,226

)

Net income (loss)

 

$

916,961

 

 

$

(1,632,601

)

 

$

1,570,791

 

 

$

(5,293,919

)

Net income (loss) per share – basic

 

$

0.03

 

 

$

(0.05

)

 

$

0.05

 

 

$

(0.17

)

Net income (loss) per share – diluted

 

$

0.03

 

 

$

(0.05

)

 

$

0.05

 

 

$

(0.17

)

Shares used in calculating net income (loss) per share – basic

 

 

30,764,694

 

 

 

30,481,168

 

 

 

30,704,250

 

 

 

30,451,058

 

Shares used in calculating net income (loss) per share – diluted

 

 

31,645,696

 

 

 

30,481,168

 

 

 

31,389,569

 

 

 

30,451,058

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

916,961

 

 

 

(1,632,601

)

 

 

1,570,791

 

 

 

(5,293,919

)

Foreign currency translation adjustment

 

 

(608

)

 

 

-

 

 

 

(608

)

 

 

-

 

Unrealized gain (loss) on investments

 

 

(416

)

 

 

(4,948

)

 

 

(6,271

)

 

 

897

 

Other comprehensive income (loss)

 

 

915,937

 

 

 

(1,637,549

)

 

 

1,563,912

 

 

 

(5,293,022

)

 

The accompanying notes form an integral part of these consolidated financial statements.

 

 

2


 

MITEK SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Nine Months Ended

June 30,

 

 

 

2015

 

 

2014

 

Operating activities:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,570,791

 

 

$

(5,293,919

)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating

   activities:

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

2,545,324

 

 

 

2,667,969

 

Amortization of intangible assets

 

 

23,657

 

 

 

-

 

Depreciation and amortization

 

 

322,147

 

 

 

355,320

 

Accretion and amortization on debt securities

 

 

314,425

 

 

 

300,724

 

Provision (recoveries) for bad debt

 

 

8,500

 

 

 

(3,200

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(432,899

)

 

 

(1,021,778

)

Other assets

 

 

(444,422

)

 

 

(169,498

)

Accounts payable

 

 

351,897

 

 

 

(281,531

)

Accrued payroll and related taxes

 

 

(118,740

)

 

 

131,238

 

Deferred revenue

 

 

670,729

 

 

 

1,116,999

 

Deferred taxes

 

 

(634,930

)

 

 

-

 

Other liabilities

 

 

13,922

 

 

 

(110,206

)

Net cash provided by (used in) operating activities

 

 

4,190,401

 

 

 

(2,307,882

)

Investing activities:

 

 

 

 

 

 

 

 

Purchases of investments

 

 

(21,804,733

)

 

 

(20,691,725

)

Sales and maturities of investments

 

 

17,956,088

 

 

 

8,933,624

 

Acquisition, net of cash acquired

 

 

(5,433,235

)

 

 

-

 

Purchases of property and equipment

 

 

(52,318

)

 

 

(132,199

)

Net cash used in investing activities

 

 

(9,334,198

)

 

 

(11,890,300

)

Financing activities:

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

124,626

 

 

 

58,834

 

Principal payments on capital lease obligations

 

 

(15,612

)

 

 

(13,982

)

Net cash provided by financing activities

 

 

109,014

 

 

 

44,852

 

Foreign currency effect on cash and cash equivalents

 

 

(981

)

 

 

-

 

Net decrease in cash and cash equivalents

 

 

(5,035,764

)

 

 

(14,153,330

)

Cash and cash equivalents at beginning of period

 

 

7,766,590

 

 

 

23,294,456

 

Cash and cash equivalents at end of period

 

$

2,730,826

 

 

$

9,141,126

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

3,144

 

 

$

4,773

 

Cash paid for income taxes

 

$

2,897

 

 

$

2,226

 

Supplemental disclosures of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Settlement of note receivable as consideration for business acquisition

 

$

250,000

 

 

$

-

 

Unrealized holding (loss) gain on available-for-sale investments

 

$

(6,271

)

 

$

897

 

Cashless settlement of restricted stock units

 

$

-

 

 

$

15

 

Cashless exercise of stock options

 

$

-

 

 

$

3

 

 

The accompanying notes form an integral part of these consolidated financial statements 

 

 

3


 

MITEK SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

.

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Mitek Systems, Inc. (the “Company”) is engaged in the development, sale and service of its proprietary software solutions related to mobile capture and identity authentication.

The Company applies its patented technology in image capture, correction and intelligent data extraction in the mobile financial and business services markets. The Company’s technology allows users to remotely deposit checks, pay bills, transfer credit card balances, open accounts and get insurance quotes by taking pictures of various documents with their camera-equipped smartphones and tablets instead of using the device keyboard. The Company’s products use advanced algorithms to correct image distortion, extract relevant data, route images to their desired location and process transactions through users’ financial institutions. As of June 30, 2015, the Company has been granted 21 patents and has an additional 21 patent applications pending.

The Company’s products enable deposits, confirm identity and accelerate payments for mobile transactions. Each product utilizes the Company’s proprietary MiSnap technology which improves user experience and reduces errors by automatically activating the camera shutter when held over a document.

Deposit

The Company’s Mobile Deposit® and Commercial Mobile Deposit Captureproducts are software that allow consumers and businesses to remotely deposit checks using their camera-equipped smartphone or tablet. As of June 30, 2015, the Company and its channel partners have signed 4,105 agreements with financial institutions to deploy Mobile Deposit® and 3,587 of these financial institutions have deployed Mobile Deposit® to their consumers, including all of the top ten, and nearly all of the top 50 U.S. retail banks, as ranked by SNL Financial for the first quarter of calendar year 2015. Commercial Mobile Deposit Captureutilizes the same technology as Mobile Deposit®, but has additional capabilities, such as invoice capture, specifically designed to meet the needs of business users.

Identity

The Company’s identity offerings are designed to optimize the mobile channel for customer acquisition safely and securely. Photo Fill allows a consumer to take a photo of his or her driver’s license or other identity document to pre-fill mobile application forms on a mobile device. Photo Verify instantly finds and decodes an encrypted security feature hidden on a driver’s license. The Company added additional global document verification technologies as a result of the acquisition of IDchecker NL B.V. (“IDC NL”) and ID Checker, Inc. (“IDC, Inc.” and together with IDC NL, “IDchecker”).  

Payment

The Company’s mobile photo payment solutions enable mobile bill payment for financial institutions and organizations that bill consumers directly.

Mobile Photo Bill Pay® is for financial institutions and Mobile Photo Payments is for organizations that bill consumers directly. Both allow a consumer to take a photo of a bill to extract data which is then used to pre-fill the fields required to accomplish certain tasks such as making a mobile payment, adding a new payee or paying monthly bills on a smartphone or tablet.

Mobile Photo Balance Transfer allows a consumer to take a photo of a credit card statement to extract data which is then used to pre-fill the fields of a credit card balance transfer application. The consumer is then presented with a competitive credit card offer and can transfer the existing credit card balance to the new credit card. The Company’s mobile photo payment software solutions are available for iOS and Android operating systems.

Developer Program

The Mitek Developers program extends use of the Company’s mobile capture SDK and Mobile Imaging Platformto developers interested in creating new mobile applications that use camera-equipped smartphones and tablets to capture data from documents.

4


 

Distribution Model

The Company delivers its mobile capture software solutions on-premise as well as in the cloud and markets and sells these solutions through channel partners or directly to enterprise customers. The Company’s mobile capture software solutions are often embedded in mobile banking or enterprise applications developed by banks, insurance companies or their partners, and marketed under their own proprietary brands.

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company as of June 30, 2015 have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, accordingly, they do not include all information and footnote disclosures required by accounting principles generally accepted in the U.S. (“GAAP”). The results of IDchecker’s operations from June 17, 2015 through June 30, 2015 are included in the Company’s consolidated financial statements. The Company believes the footnotes and other disclosures made in the financial statements are adequate for a fair presentation of the results of the interim periods presented. The financial statements include all adjustments (solely of a normal recurring nature) which are, in the opinion of management, necessary to make the information presented not misleading. You should read these financial statements and the accompanying notes in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 5, 2014 (the “Form 10-K”).

Results for the three and nine months ended June 30, 2015 are not necessarily indicative of results for any other interim period or for a full year.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All significant intercompany balances and transactions have been eliminated in consolidation.

Foreign Currency

The Company has foreign subsidiaries that operate and sell its products and services in various countries and jurisdictions around the world.  As a result, the Company is exposed to foreign currency exchange risks.  For those subsidiaries whose functional currency is not the U.S. dollar, assets and liabilities are translated into U.S. dollars equivalents at the exchange rate in effect on the balance sheet date and revenues and expenses are translated into U.S. dollars using the average exchange rate over the period.  Resulting currency translation adjustments are recorded in accumulated other comprehensive income in the consolidated balance sheet.  The Company recorded net losses resulting from foreign exchange translation of $608 for the three months and nine months ended June 30, 2015.  There were no foreign exchange translation gains or losses recorded in fiscal 2014.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications do not impact the reported net loss for such periods and do not have a material impact on the presentation of the overall financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. On an ongoing basis, management reviews its estimates based upon currently available information. Actual future results could differ materially from those estimates. These estimates include, but are not limited to, assessing the collectability of accounts receivable, estimation of the value of stock-based compensation awards, fair value of assets and liabilities acquired, impairment of goodwill, useful lives of intangible assets and income taxes.

Goodwill and Intangible Assets

The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during the fourth quarter or more often if and when circumstances indicate that goodwill may not be recoverable.

5


 

Intangible assets are amortized over their useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. The carrying amounts of these assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable.  Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. The carrying amount of such assets is reduced to fair value if the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets.

 Net Income (Loss) Per Share

The Company calculates net income (loss) per share in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share. Basic and diluted net income (loss) per share are based on the weighted-average number of common shares outstanding during the period, without giving effect to potentially dilutive securities. In a period with a net loss position, potentially dilutive securities, such as options, warrants and restricted stock units (“RSUs”), are not included in the calculation of diluted net loss because to do so would be antidilutive, and the number of shares used to calculate basic and diluted net loss is the same.

For the three and nine months ended June 30, 2015 and 2014, the following potentially dilutive common shares were excluded from the calculation of net income (loss) per share, as they would have been antidilutive:

 

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Stock options

 

 

2,288,077

 

 

 

2,616,121

 

 

 

2,316,232

 

 

 

2,616,121

 

Restricted stock units

 

 

330,684

 

 

 

1,212,292

 

 

 

408,869

 

 

 

1,212,292

 

Warrants

 

 

-

 

 

 

6,667

 

 

 

-

 

 

 

6,667

 

Total potentially dilutive common shares outstanding

 

 

2,618,761

 

 

 

3,835,080

 

 

 

2,725,101

 

 

 

3,835,080

 

 

The calculation of basic and diluted net income (loss) per share is as follows:

 

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Net income (loss)

 

$

916,961

 

 

$

(1,632,601

)

 

$

1,570,791

 

 

$

(5,293,919

)

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

30,764,694

 

 

 

30,481,168

 

 

 

30,704,250

 

 

 

30,451,058

 

Diluted

 

 

31,645,696

 

 

 

30,481,168

 

 

 

31,389,569

 

 

 

30,451,058

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

0.03

 

 

 

(0.05

)

 

 

0.05

 

 

 

(0.17

)

Diluted

 

 

0.03

 

 

 

(0.05

)

 

 

0.05

 

 

 

(0.17

)

 

Revenue Recognition

Revenue from sales of software licenses sold through direct and indirect channels is recognized upon shipment of the related product if the requirements of FASB ASC Topic 985-605, Software Revenue Recognition (“ASC 985-605”) are met, including evidence of an arrangement, delivery, fixed or determinable fee, collectability and vendor specific objective evidence (“VSOE”) of the fair value of the undelivered element. If the requirements of ASC 985-605 are not met at the date of shipment, revenue is not recognized until such elements are known or resolved. Revenue from customer support services, or maintenance revenue, includes post-contract support and the rights to unspecified upgrades and enhancements. VSOE of fair value for customer support services is determined by reference to the price the customer pays for such element when sold separately; that is, the renewal rate offered to customers. Revenue derived from professional services primarily includes consulting, implementation, and training. Revenue from fixed fee service engagements is recognized after the services are performed using the completed performance method. Revenue from time and materials service engagements is generally recognized as the services are performed.

6


 

In those instances when objective and reliable evidence of fair value exists for the undelivered items but not for the delivered items, the residual method is used to allocate the arrangement consideration. Under the residual method, the amount of arrangement consideration allocated to the delivered items equals the total arrangement consideration less the aggregate fair value of the undelivered items. Revenue from post-contract customer support is recognized ratably over the term of the contract. Certain customers have agreements that provide for usage fees above fixed minimums. Fixed minimum transaction fees are recognized as revenue ratably over the term of the arrangement. Usage fees above fixed minimums are recognized as revenue when such amounts are reasonably estimable and billable. Revenue from professional services is recognized when such services are delivered. When a software sales arrangement requires professional services related to significant production, modification or customization of software, or when a customer considers professional services essential to the functionality of the software product, revenue is recognized based on predetermined milestone objectives required to complete the project, as those milestone objectives are deemed to be substantive in relation to the work performed. Any expected losses on contracts in progress are recorded in the period in which the losses become probable and reasonably estimable.

Accounts Receivable and Allowance for Doubtful Accounts

 

Trade accounts receivable are recorded at the net invoice value and are not interest bearing. The Company considers receivables past due based on the contractual payment terms. Allowances for doubtful accounts are established based on various factors, including credit profiles of the Company’s customers, contractual terms and conditions, historical payments, and current economic trends. The Company reviews its allowances by assessing individual accounts receivable over a specific aging and amount. Accounts receivable are written off on a case-by-case basis, net of any amounts that may be collected. The Company maintained an allowance for doubtful accounts of $14,600 and $6,100 as of June 30, 2015 and September 30, 2014, respectively.

Capitalized Software Development Costs

Costs incurred for the development of software that will be sold, leased or otherwise marketed are capitalized when technological feasibility has been established. Software development costs consist primarily of compensation of development personnel and related overhead incurred to develop new products and upgrade and enhance the Company’s current products, as well as fees paid to outside consultants. Capitalization of software development costs ceases and amortization of capitalized software development costs commences when the products are available for general release. For the three and nine months ended June 30, 2015 and 2014, no software development costs were capitalized because the time period and costs incurred between technological feasibility and general release for all software product releases were not material or were not realizable.

Guarantees

In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Topic 460, Guarantees (“ASC 460”), except for standard indemnification and warranty provisions that are contained within many of the Company’s customer license and service agreements and certain supplier agreements, and give rise only to the disclosure requirements prescribed by ASC 460. Indemnification and warranty provisions contained within the Company’s customer license and service agreements and certain supplier agreements are generally consistent with those prevalent in the Company’s industry.  The Company has not previously incurred significant costs to settle claims or pay awards under these indemnification or warranty obligations. The Company accounts for these obligations in accordance with FASB ASC Topic 450, Contingencies, and records a liability for these obligations when a loss is probable and reasonably estimable. The Company has not recorded any liabilities for these obligations as of June 30, 2015 or 2014.

Fair Value of Equity Instruments

The fair value of equity instruments involves significant estimates based on underlying assumptions made by management. The fair value for purchase rights under the Company’s equity plans is measured at the grant date using a Black-Scholes valuation model, which involves estimates of stock volatility, expected life of the instruments and other assumptions, and using the closing price of the Company’s common stock on the grant date for RSUs. The fair value of stock-based awards is recognized as an expense over the respective terms of the awards.

Deferred Income Taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the tax basis of such assets and liabilities. The Company maintains a valuation allowance against its deferred tax assets due to the uncertainty regarding the future realization of such assets, which is based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Until such time as the Company can demonstrate that it will no longer incur losses, or if the Company is unable to generate sufficient future taxable income, it could be required to maintain the valuation allowance against its deferred tax assets.

7


 

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss), unrealized gains and losses on available-for-sale securities and foreign currency translation adjustments. Included on the balance sheet at June 30, 2015 is an accumulated other comprehensive loss of $14,689, compared to an accumulated other comprehensive loss of $7,810 at September 30, 2014, related to the Company’s available-for-sale securities and foreign currency translation adjustments.

Recent Accounting Pronouncements

In May 2014, the FASB issued guidance codified in ASC 606, Revenue Recognition – Revenue from Contracts with Customers (“ASC 606”) which amends the guidance in former ASC 605, Revenue Recognition.  This accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2019.   The Company is currently evaluating the impact of the provisions of ASC 606.

 

 

2. BUSINESS COMBINATION

On June 17, 2015, the Company completed the acquisition (the “Acquisition”) of IDC NL, a company incorporated under the laws of the Netherlands, and IDC, Inc., a California corporation and wholly owned subsidiary of IDC NL, pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) by and among the Company, IDC NL, ID Checker Holding B.V. (“Parent”), Stichting Administratiekantoor OPID (together with Parent, the “Sellers”), and the other individuals specified therein. IDchecker is a provider of cloud-based identification document verification services. As a result of the Acquisition, IDC NL and IDC, Inc. each became wholly owned subsidiaries of the Company and the transaction has been accounted for as an acquisition of a business.  

Pursuant to the terms of the Share Purchase Agreement, the Company acquired all of the issued and outstanding shares of IDC NL and IDC Inc. At the closing of the Acquisition, the Company paid a purchase price of $5,855,000, which consists of (i) a cash payment to the Sellers of $5,600,000, subject to adjustments for transaction expenses, indebtedness, and working capital adjustments (the “Cash Payment”) and (ii) the forgiveness of the outstanding balance of approximately $255,000 on a promissory note issued by the Company to Parent. In addition, approximately $2,745,000 in shares of the Company’s common stock (the “Closing Shares”), par value $0.001 per share (“Common Stock”), or 712,790 shares, were issued to the Sellers, and subject to the achievement of certain revenue and net income targets by IDchecker for the nine-month period ending on September 30, 2015, and the twelve-month period ending on September 30, 2016 (each, an “Earnout Period”), the Company will issue to the Sellers up to an aggregate of $2,000,000 in shares of Common Stock (the “Earnout Shares”).  If the revenue or net income achieved by IDchecker during an Earnout Period is less than the applicable target but equal to or greater than 80% of such target, the Sellers will receive a prorated amount of Earnout Shares. Vesting of both the Closing Shares and Earnout Shares (if any) is subject to the continued employment of the founders of IDchecker and such shares are being accounted for as compensation for future services in accordance with ASC 718 Compensation – Stock Compensation. For additional information regarding the Closing Shares and Earnout Shares, see Note 5 to these consolidated financial statements.

Upon the closing of the Acquisition, the Company deposited $1,820,000 of the Cash Payment and 20% of the Closing Shares into an escrow fund to serve as collateral and partial security for working capital adjustments and certain indemnification rights. To the extent any Earnout Shares are issued to the Sellers, 20% of such Earnout Shares will be placed in the escrow fund. The escrow fund will be maintained for up to 24 months following the last issuance of Earnout Shares or until such earlier time as the escrow fund is exhausted.

The purchase price is subject to a post-closing adjustment in net working capital as provided in the Stock Purchase Agreement.

The results of IDchecker’s operations from June 17, 2015 through June 30, 2015 are included in the Company’s consolidated financial statements. For the period from June 17, 2015 to June 30, 2015, IDchecker contributed revenue and earnings of $120,765 and $35,093, respectively.   The Company  recorded $736,172 and $816,291 of transaction-related costs and expenses in operating expenses in the consolidated statements of operations for the three and nine months ended June 30, 2015, respectively.

 

The following unaudited pro forma financial information is presented as if the Acquisition had taken place at the beginning of each of the periods presented and should not be taken as representative of the Company’s future consolidated results of operations. The following unaudited pro forma information includes adjustments for stock based compensation expense related to the Closing Shares and Earnout Shares and amortization expense for identified intangibles. Acquisition-related costs and expenses of $736,172 and $816,291 have been excluded from the unaudited pro forma financial information for the three and nine months ended June 30, 2015. Acquisition-related costs and expenses consist primarily of legal expenses and fees paid to outside consultants in connection with the Acquisition.

8


 

The following table shows the Company’s unaudited pro forma financial information for the three and nine month periods ended June 30, 2015 and June 30, 2014:

 

 

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Revenue

 

$

7,052,954

 

 

$

5,359,969

 

 

$

19,367,883

 

 

$

15,320,520

 

Net income (loss)

 

 

1,017,398

 

 

 

(2,381,279

)

 

 

433,371

 

 

 

(8,057,729

)

Income (loss) per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.03

 

 

$

0.08

 

 

$

0.01

 

 

$

(0.26

)

Diluted

 

$

0.03

 

 

$

0.08

 

 

$

0.01

 

 

$

(0.26

)

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on the date the Acquisition was completed. The Company is in the process of finalizing certain customary post-closing adjustments which could have an effect on the third-party valuations of certain tangible assets; thus the provisional measurements of net assets are subject to change.

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as part of the  Acquisition as of June 17, 2015:

 

 

 

June 17, 2015

 

Current assets

 

$

604,019

 

Property, plant and equipment

 

 

42,173

 

Intangible assets

 

 

3,570,000

 

Assets acquired

 

$

4,216,192

 

Current liabilities

 

$

(475,752

)

Other liabilities

 

 

(804,106

)

Liabilities assumed

 

$

(1,279,858

)

Fair value of net assets acquired

 

$

2,936,334

 

Total consideration paid

 

 

5,819,293

 

Goodwill

 

$

2,882,959

 

 

The Company estimated the fair value of identifiable acquisition-related intangible assets primarily based on discounted cash flow projections that will arise from these assets. The Company exercised significant judgment with regard to assumptions used in the determination of fair value such as discount rates and the determination of the estimated useful lives of the intangible assets, see Note 4.  The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was allocated to goodwill. Goodwill in the amount of $2,882,959 was recorded.  The goodwill recognized is due to expected synergies and other factors.

 

 

3. INVESTMENTS

The following table summarizes investments by type of security as of June 30, 2015:

 

 

 

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Market

Value

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities, short-term

 

$

21,236,636

 

 

$

1,095

 

 

$

(15,062

)

 

$

21,222,669

 

Corporate debt securities, long-term

 

 

763,119

 

 

 

 

 

 

(114

)

 

 

763,005

 

Total

 

$

21,999,755

 

 

$

1,095

 

 

$

(15,176

)

 

$

21,985,674

 

The following table summarizes investments by type of security as of September 30, 2014:

 

 

 

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Market

Value

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate debt securities, short-term

 

$

16,273,996

 

 

$

1,472

 

 

$

(6,298

)

 

$

16,269,170

 

Corporate debt securities, long-term

 

 

2,075,002

 

 

 

 

 

 

(2,984

)

 

 

2,072,018

 

Total

 

$

18,348,998

 

 

$

1,472

 

 

$

(9,282

)

 

$

18,341,188

 

9


 

The cost of securities sold is based on the specific identification method. Amortization of premiums, accretion of discounts, interest, dividend income and realized gains and losses are included in investment income.

The Company determines the appropriate designation of investments at the time of purchase and reevaluates such designation as of each balance sheet date. All of the Company’s investments are designated as available-for-sale debt securities. As of June 30, 2015 and September 30, 2014, the Company’s short-term investments have maturity dates of less than one year from the balance sheet date and the Company’s long-term investments have maturity dates of greater than one year from the balance sheet date.

Available-for-sale marketable securities are carried at fair value as determined by quoted market prices for identical or similar assets, with unrealized gains and losses, net of tax, and reported as a separate component of stockholders’ equity. Management reviews the fair value of the portfolio at least monthly, and evaluates individual securities with fair value below amortized cost at the balance sheet date. For debt securities, in order to determine whether impairment is other than temporary, management must conclude whether the Company intends to sell the impaired security and whether it is more likely than not that the Company will be required to sell the security before recovering its amortized cost basis. If management intends to sell an impaired debt security or it is more likely than not that the Company will be required to sell the security prior to recovering its amortized cost basis, an other-than-temporary impairment is deemed to have occurred. The amount of an other-than-temporary impairment on debt securities related to a credit loss, or securities that management intends to sell before recovery, is recognized in earnings. The amount of an other-than-temporary impairment on debt securities related to other factors is recorded consistent with changes in the fair value of all other available-for-sale securities as a component of stockholders’ equity in other comprehensive income. No other-than-temporary impairment charges were recognized in the three and nine months ended June 30, 2015 and 2014.

Fair Value Measurements and Disclosures

FASB ASC Topic 820, Fair Value Measurements (“ASC 820”) defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on the following three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last, unobservable:

·

Level 1—Quoted prices in active markets for identical assets or liabilities;

·

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

·

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Based on the fair value hierarchy, all of the Company’s investments are classified as Level 2, as represented in the following table:

 

 

 

June 30, 2015

 

 

September 30, 2014

 

Short-term investments:

 

 

 

 

 

 

 

 

Corporate debt securities

 

 

 

 

 

 

 

 

Financial

 

$

10,232,435

 

 

$

9,334,140

 

Industrial

 

 

6,328,166

 

 

 

3,980,772

 

Utility

 

 

2,512,835

 

 

 

756,215

 

Commercial paper

 

 

 

 

 

 

 

 

Financial

 

 

1,399,911

 

 

 

 

Industrial

 

 

749,322

 

 

 

2,198,043

 

Total short-term investments

 

$

21,222,669

 

 

$

16,269,170

 

Long-term investments:

 

 

 

 

 

 

 

 

Corporate debt securities

 

 

 

 

 

 

 

 

Financial

 

$

763,005

 

 

$

1,564,505

 

Utility

 

 

 

 

 

507,513

 

Total long-term investments

 

$

763,005

 

 

$

2,072,018

 

 

 

10


 

4. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company has goodwill balances of $2,882,959 and $0 at June 30, 2015 and September 30, 2014, respectively associated with the acquisition of IDchecker which occurred during 2015. For information regarding the acquisition of IDchecker, see Note 2. Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually in accordance with FASB ASC Topic 350, Intangibles – Goodwill and Other.

Intangible assets

Intangible assets include the value assigned to completed technology, customer relationships, and trade names. The estimated useful lives for all of these intangible assets, range from five to six years. Intangible assets are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Amortization Period

 

Cost

 

 

Accumulated Amortization

 

 

Net

 

Completed technologies

 

6 years

 

$

2,370,000

 

 

$

12,509

 

 

$

2,357,491

 

Customer relationships

 

6 years

 

 

970,000

 

 

 

9,657

 

 

 

960,343

 

Tradenames

 

5 years

 

 

230,000

 

 

 

1,491

 

 

 

228,509

 

Total intangible assets

 

 

 

$

3,570,000

 

 

$

23,657

 

 

$

3,546,343

 

 

Amortization expense related to acquired intangible assets was $23,657 for each of the three and nine months ended June 30, 2015. There was no amortization expense related to intangibles assets during fiscal 2014.

The estimated future amortization expense related to intangible assets for each of the five succeeding fiscal years is expected to be as follows:

 

 

 

Estimated Future Amortization Expense

 

2015 (remaining three months)

 

$

148,772

 

2016

 

 

602,667

 

2017

 

 

602,667

 

2018

 

 

602,667

 

2019

 

 

602,667

 

Thereafter

 

 

986,903

 

 

 

$

3,546,343

 

 

 

 

5. STOCKHOLDERS’ EQUITY

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to stock options and RSUs, which was allocated as follows:

 

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Cost of goods sold

 

$

613

 

 

$

-

 

 

$

613

 

 

$

-

 

Sales and marketing

 

 

176,148

 

 

 

221,323

 

 

 

543,228

 

 

 

657,014

 

Research and development

 

 

130,098

 

 

 

201,690

 

 

 

427,068

 

 

 

579,517

 

General and administrative

 

 

502,493

 

 

 

499,835

 

 

 

1,523,624

 

 

 

1,431,438

 

Stock-based compensation expense included in operating

   expenses

 

$

809,352

 

 

$

922,848

 

 

$

2,494,533

 

 

$

2,667,969

 

 

11


 

No stock options were granted to employees during the nine months ended June 30, 2014. The fair value calculations for stock-based compensation awards to employees for the nine months ended June 30, 2015 were based on the following assumptions:

 

 

 

Nine Months Ended

June 30, 2015

 

Risk-free interest rate

 

1.29 – 1.66%

 

Expected life (years)

 

 

5.25

 

Expected volatility

 

 

98%

 

Expected dividends

 

None

 

The expected life of options granted is derived using assumed exercise rates based on historical exercise patterns and vesting terms, and represents the period of time that options granted are expected to be outstanding. Expected stock price volatility is based upon implied volatility and other factors, including historical volatility. After assessing all available information on either historical volatility, implied volatility, or both, the Company concluded that a combination of both historical and implied volatility provides the best estimate of expected volatility.

As of June 30, 2015, the Company had $5,813,640 of unrecognized compensation expense related to outstanding stock options and RSUs expected to be recognized over a weighted-average period of approximately 2.9 years.

2012 Incentive Plan

In January 2012, the Company’s board of directors (the “Board”) adopted the Mitek Systems, Inc. 2012 Incentive Plan (the “2012 Plan”), upon the recommendation of the compensation committee of the Board. On February 19, 2014, the Company’s stockholders approved an amendment to the 2012 Plan that increased the total number of shares of Common Stock reserved for issuance thereunder from 2,000,000 shares to 4,000,000 shares plus that number of shares of  Common Stock that would otherwise return to the available pool of unissued shares reserved for awards under its 1999 Stock Option Plan, 2000 Stock Option Plan, 2002 Stock Option Plan, 2006 Stock Option Plan and 2010 Stock Option Plan (collectively, the “Prior Plans”).  As of June 30, 2015, (i) stock options to purchase 2,386,352 shares of  Common Stock and 462,341 RSUs were outstanding under the 2012 Plan, and 1,167,867 shares of  Common Stock were reserved for future grants under the 2012 Plan and (ii) stock options to purchase an aggregate of 1,391,641 shares of  Common Stock were outstanding under the Prior Plans.

Director Restricted Stock Unit Plan

In January 2011, the Board adopted the Mitek Systems, Inc. Director Restricted Stock Unit Plan, as amended and restated (the “Director Plan”), reserving up to 1,000,000 shares of  Common Stock  for the issuance of RSUs that may be granted to both employee and non-employee members of the Board. As of June 30, 2015, (i) 384,998 RSUs were outstanding under the Director Plan and (ii) 510,171 shares of  Common Stock were reserved for future grants under the Director Plan.

Stock Options

The following table summarizes stock option activity under the Company’s equity plans during the nine months ended June 30, 2015:

 

 

 

Number of

Shares

 

 

Weighted-

Average

Exercise Price

 

 

Weighted-Average

Remaining

Contractual Term

(in Years)

 

Outstanding, September 30, 2014

 

 

2,334,326

 

 

$

4.11

 

 

 

5.46

 

Granted

 

 

1,917,500

 

 

$

2.91

 

 

 

 

 

Exercised

 

 

(110,769

)

 

$

3.78

 

 

 

 

 

Cancelled

 

 

(363,064

)

 

$

3.88

 

 

 

 

 

Outstanding, June 30, 2015

 

 

3,777,993

 

 

$

3.61

 

 

 

7.16

 

 

The Company recognized $525,475 and $1,568,317 in stock-based compensation expense related to outstanding stock options in the three and nine months ended June 30, 2015, respectively. The Company recognized $542,929 and $1,662,245 in stock-based compensation expense related to outstanding stock options in the three and nine months ended June 30, 2014, respectively. As of June 30, 2015, the Company had $3,717,040 of unrecognized compensation expense related to outstanding stock options expected to be recognized over a weighted-average period of approximately 2.8 years. As of June 30, 2014, the Company had $3,265,815 of unrecognized compensation expense related to outstanding stock options expected to be recognized over a weighted average period of approximately 2.0 years.

12


 

Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the weighted-average exercise price, multiplied by the number of options outstanding and exercisable. The total intrinsic value of options exercised during the nine months ended June 30, 2015 and 2014 was $286,323 and $468,489, respectively. The per-share weighted average fair value of options granted during the nine months ended June 30, 2015 was $2.91. No stock options were granted to employees during the nine months ended June 30, 2014. As of June 30, 2015, there were 3,777,993 options outstanding with a weighted-average remaining contractual term, weighted-average exercise price and aggregate intrinsic value of 7.2 years, $3.61 and $4,198,091, respectively. As of June 30, 2014, there were 2,616,121 options outstanding with a weighted average remaining contractual term, weighted average exercise price and aggregate intrinsic value of 6.3 years, $4.19 and $2,331,604, respectively.

Restricted Stock Units

The following table summarizes RSU activity under the Company’s equity plans during the nine months ended June 30, 2015:

 

 

 

Number of

Shares