8-K

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): April 29, 2021

MITEK SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35231	87-0418827
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
600 B Street, Suite 100
San Diego,	California		92101
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (619) 269-6800

Not Applicable

(Former name or former address, if changed since last report.)

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 Instructions 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MITK	The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 29, 2021, Mitek Systems, Inc. (the “Company”) issued a press release regarding the Company’s financial results for the second quarter ended March 31, 2021. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.

Exhibit Number	Description
99.1	Press Release issued on April 29, 2021
104	Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL)

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 thereunto duly authorized.

	Mitek Systems, Inc.
April 29, 2021	By:	/s/ Jeffrey C. Davison
		Jeffrey C. Davison
		Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press Release issued on April 29, 2021
104	Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL)

EX-99.1

Mitek Reports Record Second Quarter Revenue With Total Revenue Up 24% Year Over Year

SAN DIEGO, CA, April 29, 2021 - Mitek (NASDAQ: MITK, www.miteksystems.com), a global leader in mobile capture and digital identify verification solutions, today reported record financial results for its second quarter of fiscal 2021ended March 31, 2021. Total second quarter revenue increased 24% year over year fueled by an increase in demand for both mobile deposit and identity verification solutions as commerce continues its shift to digital channels.

Fiscal Second Quarter 2021 Financial Highlights

•Total revenue increased 24% year over year to $28.8 million in a record second quarter.

•Transactional identify verification revenue increased 50% year over year.

•GAAP net income was $1.0 million, or $0.02 per diluted share.

•Non-GAAP net income increased 34% year over year to $7.3 million, or $0.16 per diluted share.

•Cash flow from operations was $7.3 million.

•Completed successful convertible debt offering adding approximately $150 million in cash to the balance sheet.

•Total cash and investments were $219.5 million at the end of the fiscal second quarter.

Commenting on the results, Max Carnecchia, CEO of Mitek, said:

“We are pleased to report another strong quarter across the board for Mitek driven by solid revenue growth from both our deposits and identity businesses. This is our second consecutive quarter of more than 45% growth in our transactional identity verification revenue, highlighting our strong performance in this expanding market. Our deposit solutions also delivered solid revenue growth as consumer adoption continues to increase. Mitek’s record second quarter financial performance reflects the team’s commitment to helping our customers and partners accelerate their digital transformation while at the same time mitigating fraud.”

Mitek is committed to providing convenience while preventing fraud in the digital world. The Company’s technology ensures that more businesses can transact digitally and secure their platforms through easy, fast and secure identity verification. Identity verification has never been more relevant. Almost all aspects of modern life now use digital channels, so the need to establish trust in the digital identities of customers, citizens, partners, and employees is rapidly rising. Mitek also remains the clear market leader in remote check deposit solutions, with thousands of financial organizations using its solutions, and approximately five billion transactions processed.

Conference Call Information

Mitek management will host a conference call and live webcast for analysts and investors today at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) to discuss the company’s financial results.

To access the live call, dial 800-437-2398 (US and Canada) or +1 323-289-6576 (International) and give the participant passcode 6765079.

A live and archived webcast of the conference call will be accessible on the Investor Relations section of the company’s website at www.miteksystems.com. In addition, a phone replay will be available approximately two hours following the end of the call, and it will remain available for one week. To access the call replay dial-in information, pleaseclick here.

About Mitek

Mitek (NASDAQ: MITK) is a global leader in mobile capture and digital identity verification built on the latest advancements in computer vision and artificial intelligence. Mitek’s identity verification solutions enable organizations to verify an individual’s identity during digital transactions to reduce risk and meet regulatory requirements, while increasing revenue from digital channels. More than 7,500 organizations use Mitek to enable trust and convenience for mobile check deposit, new account opening and more. Mitek is based in San Diego, Calif., with offices across the U.S. and Europe. Learn more at www.miteksystems.com. [(MITK-F)]

Follow Mitek on LinkedIn, Twitter and YouTube, and read Mitek’s latest blog posts here.

Notice Regarding Forward-Looking Statements

Statements contained in this news release relating to the company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future, including, but not limited to, statements relating to the company’s long-term prospects and market opportunities are forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, risks related to the company’s ability to withstand negative conditions in the global economy, the extent to which the COVID-19 outbreak and measures taken in response thereto impact our business, results of operations and financial condition, a lack of demand for or market acceptance of the company’s products, the company’s ability to continue to develop, produce and introduce innovative new products in a timely manner or the outcome of any pending or threatened litigation and the timing of the implementation and launch of the company’s products by the company’s signed customers.

Additional risks and uncertainties faced by the company are contained from time to time in the company’s filings with the U.S. Securities and Exchange Commission (SEC), including, but not limited to, the company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, and its quarterly reports on Form 10-Q and current reports on Form 8-K, which you may obtain for free on the SEC’s website atwww.sec.gov. Collectively, these risks and uncertainties could cause the company’s actual results to differ materially from those projected in its forward-looking statements and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The company disclaims any intention or obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Note Regarding Use of Non-GAAP Financial Measures

This news release contains non-GAAP financial measures for non-GAAP net income and non-GAAP net income per share that exclude stock compensation expenses, intellectual property litigation costs, acquisition-related costs and expenses, amortization of debt discount and issuance costs, income tax effect of pre-tax adjustments, and the cash tax difference. These financial measures are not calculated in accordance with generally accepted accounting principles (GAAP) and are not based on any comprehensive set of accounting rules or principles. In evaluating the company’s performance, management uses certain non-GAAP financial measures to supplement financial statements prepared under GAAP. Management believes these non-GAAP financial measures provide a useful measure of the company’s operating results, a meaningful comparison with historical results and with the results of other companies, and insight into the company’s ongoing operating performance. Further, management and the Board of Directors utilize these non-GAAP financial measures to gain a better understanding of the company’s comparative operating performance from period-to-period and as a basis for planning and forecasting future periods. Management believes these non-GAAP financial measures, when read in conjunction with the company’s GAAP financial statements, are useful to investors because they provide a basis for meaningful period-to-period comparisons of the company’s ongoing operating results, including results of operations against investor and analyst financial models, which helps identify trends

in the company’s underlying business and provides a better understanding of how management plans and measures the company’s underlying business.

MITEK SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(amounts in thousands except share data)

	March 31, 2021		September 30, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	53,935	$	19,986
Short-term investments	131,314		40,035
Accounts receivable, net	14,162		15,612
Contract assets	3,577		5,187
Prepaid expenses	2,143		1,338
Other current assets	2,059		1,968
Total current assets	207,190		84,126
Long-term investments	34,258		1,963
Property and equipment, net	3,502		3,610
Right-of-use assets	4,791		5,407
Intangible assets, net	16,044		19,289
Goodwill	35,728		35,669
Deferred income tax assets	13,963		13,484
Convertible senior notes hedge	34,719		—
Other non-current assets	5,606		5,606
Total assets	$	355,801	$	169,154
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,878	$	3,909
Accrued payroll and related taxes	7,586		8,882
Deferred revenue, current portion	11,353		7,973
Lease liabilities, current portion	1,755		1,819
Acquisition-related contingent consideration	—		753
Other current liabilities	994		1,020
Total current liabilities	24,566		24,356
Convertible senior notes	117,692		—
Embedded conversion derivative	34,719		—
Deferred revenue, non-current portion	585		1,597
Lease liabilities, non-current portion	4,636		5,327
Deferred income tax liabilities	4,673		4,649
Other non-current liabilities	1,201		982
Total liabilities	188,072		36,911
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, 43,052,478 and 41,779,853 issued and outstanding, as of March 31, 2021 and September 30, 2020, respectively	43		42
Additional paid-in capital	178,891		146,518
Accumulated other comprehensive loss	(397)		(323)
Accumulated deficit	(10,808)		(13,994)
Total stockholders’ equity	167,729		132,243
Total liabilities and stockholders’ equity	$	355,801	$	169,154

MITEK SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(amounts in thousands except per share data)

	Three Months Ended March 31,				Six Months Ended March 31,
	2021		2020		2021		2020
Revenue
Software and hardware	$	13,013	$	11,453	$	25,315	$	22,968
Services and other	15,760		11,739		29,433		22,291
Total revenue	28,773		23,192		54,748		45,259
Operating costs and expenses
Cost of revenue—software and hardware	670		864		1,915		1,635
Cost of revenue—services and other	3,122		2,322		6,015		4,484
Selling and marketing(1)	8,530		6,686		15,915		13,334
Research and development(1)	6,691		5,581		12,855		10,873
General and administrative	5,718		5,210		10,776		10,498
Acquisition-related costs and expenses	1,659		1,579		3,352		3,187
Restructuring costs	—		(114)		—		(114)
Total operating costs and expenses	26,390		22,128		50,828		43,897
Operating income	2,383		1,064		3,920		1,362
Interest expense	1,319		—		1,319		—
Other income, net	371		32		468		335
Income before income taxes	1,435		1,096		3,069		1,697
Income tax benefit (provision)	(417)		(188)		117		(229)
Net income	$	1,018	$	908	$	3,186	$	1,468
Net income per share—basic	$	0.02	$	0.02	$	0.07	$	0.04
Net income per share—diluted	$	0.02	$	0.02	$	0.07	$	0.03
Shares used in calculating net income per share—basic	43,138		41,022		42,835		40,817
Shares used in calculating net income per share—diluted	44,554		42,028		44,367		42,030

(1) March 31, 2020 consolidated statements of operations reflect reclassifications to conform to the current year presentation.

MITEK SYSTEMS, INC.

NON-GAAP NET INCOME RECONCILIATION

(Unaudited)

(amounts in thousands except per share data)

	Three Months Ended March 31,				Six Months Ended March 31,
	2021		2020		2021		2020
Net income	$	1,018	$	908	$	3,186	$	1,468
Non-GAAP adjustments:
Acquisition-related costs and expenses	1,659		1,579		3,352		3,187
Intellectual property litigation costs	275		561		517		1,034
Stock compensation expense	2,968		2,308		5,715		4,611
Restructuring costs	—		(114)		—		(114)
Amortization of debt discount and issuance costs	1,147		—		1,147		—
Income tax effect of pre-tax adjustments	(1,391)		(997)		(2,468)		(2,005)
Cash tax difference(1)	1,621		1,184		2,006		2,234
Non-GAAP net income	7,297		5,429		13,455		10,415
Non-GAAP income per share—basic	$	0.17	$	0.13	$	0.31	$	0.26
Non-GAAP income per share—diluted	$	0.16	$	0.13	$	0.30	$	0.25
Shares used in calculating non-GAAP net income per share—basic	43,138		41,022		42,835		40,817
Shares used in calculating non-GAAP net income per share—diluted	44,554		42,028		44,367		42,030

(1)The company’s non-GAAP net income is calculated using a cash tax rate of 3% and 0% in fiscal years 2021 and 2020, respectively. The estimated cash tax rate is the estimated tax payable on the company’s tax returns as a percentage of estimated annual non-GAAP pre-tax net income. The company uses an estimated cash tax rate to adjust for the historical variation in the effective book tax rate associated with the reversal of valuation allowances, the utilization of research and development tax credits, and the utilization of loss carryforwards which currently have an overall effect of reducing taxes payable. The company believes that the cash tax rate provides a more transparent view of the company’s operating results. The company’s effective tax rate used for the purposes of calculating GAAP net income for the three months ended March 31, 2021 and 2020 was 29% and 17%, respectively. The company’s effective tax rate used for the purposes of calculating GAAP net income for the six months ended March 31, 2021 and 2020 was negative 4% and 13%, respectively.

________________

Investor Contact:

Todd Kehrli or Jim Byers

MKR Group, Inc.

mitk@mkr-group.com

XML

Cover	Apr. 29, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 29, 2021
Entity Registrant Name	MITEK SYSTEMS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35231
Entity Tax Identification Number	87-0418827
Entity Address, Address Line One	600 B Street, Suite 100
Entity Address, City or Town	San Diego,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92101
City Area Code	619
Local Phone Number	269-6800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MITK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000807863
Amendment Flag	false