0000807863-22-000103 | 10-Q/A | XBRL Viewer

Nature of Operations and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Nature of Operations	Nature of Operations Mitek Systems, Inc. (“Mitek” or the “Company”) is a leading innovator of mobile image capture and digital identity verification solutions. Mitek is a software development company with expertise in computer vision, artificial intelligence, and machine learning. Mitek currently serves more than 7,500 financial services organizations and leading marketplace and financial technology (“fintech”) brands around the globe. Customers count on Mitek to deliver trusted and convenient online experiences, detect and reduce fraud, and document Know Your Customer (“KYC”) and anti-money laundering (“AML”) regulatory compliance. Our solutions are embedded in native mobile apps and web browsers to facilitate digital consumer experiences. Mitek’s identity verification and authentication technologies and services make it possible for banks, financial services organizations and the world’s leading marketplace and sharing platforms to verify an individual’s identity during digital transactions, allowing them to reduce risk and meet regulatory requirements. Our advanced mobile deposit system enables secure, fast and convenient deposit services. Thousands of organizations use Mitek solutions to optimize the security of mobile check deposits, new account openings and more. To ensure a high level of security against evolving digital fraud threats, in May 2021, Mitek acquired ID R&D, Inc. (“ID R&D”), an award-winning provider of artificial intelligence-based voice and face biometrics and liveness detection. With a strong research and development team, ID R&D consistently delivers innovative, best-in-class biometric capabilities that raise the bar on usability and performance. In March 2022, Mitek acquired HooYu Ltd. (“HooYu”), a leading KYC technology provider in the United Kingdom. The acquisition helps to ensure businesses know the true identity of their customers by linking biometric verification with real-time bureau and sanction database checks. Mitek markets and sells its products and services worldwide through internal, direct sales teams located in the U.S., Europe, and Latin America as well as through channel partners. Our channel partners are financial services technology providers and identity verification providers. These partners integrate our products into their solutions to meet the needs of their customers.
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements of the Company as of March 31, 2022 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 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 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the U.S. Securities and Exchange Commission (“SEC”) on December 13, 2021. Results for the six months ended March 31, 2022 are not necessarily indicative of results for any other interim period or for a full fiscal year.
Principles of Consolidation	Principles of ConsolidationThe 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	Foreign CurrencyThe Company has foreign subsidiaries that operate and sell 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 loss in the consolidated balance sheets.
Use of Estimates	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, expenses, deferred taxes, and related disclosure of contingent assets and liabilities. On an ongoing basis, management reviews its estimates based upon currently available information. Actual 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, fair value of debt derivatives, standalone selling price related to revenue recognition, contingent consideration, and income taxes.
Revenue Recognition, Contract Assets and Liabilities and Contract Costs	Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”). ASC 606 outlines a single comprehensive model to be used in accounting for revenue arising from contracts with customers. The core principle, involving a five-step process, of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company generates revenue primarily from the delivery of licenses and related services to customers (for both on-premise and transactional software as a service (“SaaS”) products), as well as the delivery of hardware and professional services. Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer which may be at a point in time or over time. See Note 3 of the consolidated financial statements for additional details. Contract Assets and Liabilities The Company recognizes revenue when control of the license is transferred to the customer. The Company records a contract asset when the revenue is recognized prior to the date payments become due. Contract assets that are expected to be paid within one year are recorded in current assets on the consolidated balance sheets. All other contract assets are recorded in other non-current assets in the consolidated balance sheet. Contract liabilities consist of deferred revenue. When the performance obligation is expected to be fulfilled within one year, the deferred revenue is recorded in current liabilities in the consolidated balance sheet. When the performance obligation is expected to be fulfilled beyond one year, the deferred revenue is recorded in non-current liabilities in the consolidated balance sheet. The Company reports net contract asset or liability positions on a customer-by-customer basis at the end of each reporting period. Contract Costs The Company incurs incremental costs to obtain a contract, consisting primarily of sales commissions incurred only if a contract is obtained. When the commission rate for a customer renewal is not commensurate with the commission rate for a new contract, the commission is capitalized if expected to be recovered. Such costs are capitalized and amortized using a portfolio approach consistent with the pattern of transfer of the good or service to which the asset relates. Contract costs are recorded in other current and non-current assets in the consolidated balance sheets. Nature of Goods and Services The following is a description of principal activities from which the Company generates its revenue. Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of goods and services as described below. Software and Hardware Software and hardware revenue is generated from on-premise software license sales, as well as sales of hardware scanner boxes and on-premise appliance products. For software license agreements that are distinct, the Company recognizes software license revenue upon delivery and after evidence of a contract exists. Hardware revenue is recognized in the period that the hardware is shipped. Services and Other Services and other revenue is generated from the sale of transactional SaaS products and services, maintenance associated with the sale of software and hardware, and consulting and professional services. The Company recognizes services and other revenue over the period in which such services are performed. The Company’s model typically includes an up-front fee and a periodic commitment from the customer that commences upon completion of the implementation through the remainder of the customer life. The up-front fee is the initial setup fee, or the implementation fee. The periodic commitment includes, but is not limited to, a fixed periodic fee and/or a transactional fee based on system usage that exceeds committed minimums. If the up-front fee is not distinct, revenue is deferred until the date the customer commences use of the Company’s services, at which point the up-front fee is recognized ratably over the life of the customer arrangement. The Company does not view the signing of the contract or the provision of initial setup services as discrete earnings events that are distinct. Significant Judgments in Application of the Guidance The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize: Identification of Performance Obligations For contracts that contain multiple performance obligations, which include combinations of software licenses, maintenance, and services, the Company accounts for individual goods or services as a separate performance obligation if they are distinct. The good or service is distinct if the good or service is separately identifiable from other items in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. Determination of Transaction Price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. To the extent that variable consideration is not constrained, the Company includes an estimate of the variable amount, as appropriate, within the total transaction price and updates its assumptions over the duration of the contract. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. Assessment of Estimates of Variable Consideration Many of the Company’s contracts with customers contain some component of variable consideration; however, the constraint will generally not result in a reduction in the estimated transaction price for most forms of variable consideration. The Company may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed because of an extended length of time over which the fees may be adjusted or due to uncertainty surrounding collectability. Allocation of Transaction Price The transaction price, including any discounts, is allocated between separate goods and services in a contract that contains multiple performance obligations based on their relative standalone selling prices. The standalone selling prices are based on the prices at which the Company separately sells each good or service. For items that are not sold separately, the Company estimates the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. In instances where there are observable selling prices for professional services and support and maintenance, the Company may apply the residual approach to estimate the standalone selling price of software licenses. In certain situations, primarily transactional SaaS revenue described above, the Company allocates variable consideration to a series of distinct goods or services within a contract. The Company allocates variable payments to one or more, but not all, of the distinct goods or services or to a series of distinct goods or services in a contract when (i) the variable payment relates specifically to the Company’s efforts to transfer the distinct good or service and (ii) the variable payment is for an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to its customer. Software and hardware revenue is generated from on-premise software license sales, as well as sales of hardware scanner boxes and on-premise appliance products. Services and other revenue is generated from the sale of transactional SaaS products and services, maintenance associated with the sale of software and hardware, and consulting and professional services.Contract assets, reported within current assets and other non-current assets in the consolidated balance sheets, primarily result from revenue being recognized when a license is delivered and payments are made over time. Contract liabilities primarily relate to advance consideration received from customers (deferred revenue), for which transfer of control occurs, and therefore revenue is recognized as services are provided. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period. Contract costs included in other current and non-current assets on the consolidated balance sheetsContract costs are amortized based on the transfer of goods or services to which the asset relates. The amortization period also considers expected customer lives and whether the asset relates to goods or services transferred under a specific anticipated contract. These costs are included in selling and marketing expenses in the consolidated statement of operations and comprehensive income (loss)
Net Income Per Share	Net Income Per Share The Company calculates net income per share in accordance with FASB ASC Topic 260, Earnings per Share. Basic net income per share is based on the weighted-average number of common shares outstanding during the period. Diluted net income per share also gives effect to all potentially dilutive securities outstanding during the period, such as restricted stock units (“RSUs”), stock options, and shares issued under the Company’s Employee Stock Purchase Plan (“ESPP”), and convertible senior notes and warrants, if dilutive. In a period with a net loss position, potentially dilutive securities are not included in the computation of diluted net loss per share because to do so would be antidilutive, and the number of shares used to calculate basic and diluted net loss per share is the same.
Investments	Investments Investments consist of corporate notes and bonds, commercial paper, U.S. Treasury securities, and asset-backed securities. The Company classifies investments as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All investments are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive loss, a component of stockholders’ equity. The Company evaluates its investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. Impairments are considered to be other-than-temporary if they are related to deterioration in credit risk or if it is likely that the Company will sell the securities before the recovery of its cost basis. Realized gains and losses and declines in value judged to be other-than-temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). No other-than-temporary impairment charges were recognized in the three and six months ended March 31, 2022 and 2021. All investments whose maturity or sale is expected within one year are classified as “current” on the consolidated balance sheets. All other securities are classified as “long-term” on the consolidated balance sheets.
Convertible Senior Note Hedge and Embedded Conversion Derivative	Convertible Senior Notes Hedge and Embedded Conversion Derivative In February 2021, the Company issued $155.3 million aggregate principal amount of 0.75% convertible notes due 2026 (the “2026 Notes”). Concurrently with the issuance of the 2026 Notes, the Company entered into privately-negotiated convertible senior note hedge (the “Notes Hedge”) and warrant transactions (the “Warrant Transactions”) which, in combination, are intended to reduce the potential dilution from the conversion of the 2026 Notes. Prior to the Company increasing the number of authorized shares of its common stock, par value $0.001 per share (“Common Stock”), the Company could not elect to issue shares of its Common Stock upon settlement of the 2026 Notes due to insufficient authorized share capital. As a result, the embedded conversion option (the “embedded conversion derivative”) was accounted for as a derivative liability and the Notes Hedge as a derivative asset with the resulting gain (or loss) reported in other income, net, in the consolidated statement of operations to the extent the valuation changed from the date of issuance of the 2026 Notes. The Company increased its authorized shares of Common Stock in the second quarter of fiscal 2022 and as such can issue shares of its Common Stock upon settlement of the 2026 Notes. As a result, the embedded conversion option (the “embedded conversion derivative”) and the Notes Hedge are now recorded in additional paid-in-capital in the consolidated balance sheet and are not remeasured as long as they continue to meet the conditions for equity classification. The Warrant Transactions were recorded in additional paid-in-capital in the consolidated balance sheet and are not remeasured as long as they continue to meet the conditions for equity classification.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful AccountsTrade 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.
Capitalized Software Development Costs	Capitalized Software Development CostsCosts related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. The Company defines the design, configuration, and coding process as the application development stage.
Goodwill and Purchased Intangible Assets	Goodwill and Purchased Intangible Assets The Company’s goodwill and intangible assets resulted from prior acquisitions. Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least annually or as circumstances indicate that their value may no longer be recoverable. In accordance with ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”), the Company reviews its goodwill and indefinite-lived intangible assets for impairment at least annually in its fiscal fourth quarter and more frequently if events or changes in circumstances occur that indicate a potential reduction in the fair value of its reporting unit and/or its indefinite-lived intangible asset below their respective carrying values. Examples of such events or circumstances include: a significant adverse change in legal factors or in the business climate, a significant decline in the Company’s stock price, a significant decline in the Company’s projected revenue or cash flows, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, or the presence of other indicators that would indicate a reduction in the fair value of a reporting unit. No such events or circumstances have occurred since the last impairment assessment was performed. The Company’s goodwill is considered to be impaired if management determines that the carrying value of the reporting unit to which the goodwill has been assigned exceeds management’s estimate of its fair value. Based on the guidance provided by ASC 350 and ASC Topic 280, Segment Reporting, management has determined that the Company operates in one segment and consists of one reporting unit given the similarities in economic characteristics between its operations and the common nature of its products, services and customers. Because the Company has only one reporting unit, and because the Company is publicly traded, the Company determines the fair value of the reporting unit based on its market capitalization as it believes this represents the best evidence of fair value. In the fourth quarter of the fiscal year ended September 30, 2021, management completed its annual goodwill impairment test and concluded that the Company’s goodwill was not impaired. The Company’s conclusion that goodwill was not impaired was based on a comparison of its net assets to its market capitalization. Because the Company determines the fair value of its reporting unit based on its market capitalization, the Company’s future reviews of goodwill for impairment may be impacted by changes in the price of the Common Stock. For example, a significant decline in the price of the Common Stock may cause the fair value of its goodwill to fall below its carrying value. Therefore, the Company cannot assure that when it completes its future reviews of goodwill for impairment a material impairment charge will not be recorded. 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 such assets.
Guarantees	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 historically incurred significant obligations under customer indemnification or warranty provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification or warranty-related obligations.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. Management evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets. The valuation allowance reduces deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized. See Note 8 of the consolidated financial statements for additional details. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. See Note 8 of the consolidated financial statements for additional details.
Stock-Based Compensation	Stock-Based Compensation The Company issues RSUs, stock options, performance options, and performance RSUs as awards to its employees. Additionally, eligible employees may participate in the ESPP. Employee stock awards are measured at fair value on the date of grant and expense is recognized using the straight-line single-option method in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Forfeitures are recorded as they occur. The Company assigns fair value to RSUs based on the closing stock price of its Common Stock on the date of grant. The Company estimates the fair value of stock options and ESPP shares using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company’s stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. The Company estimates the fair value of performance options, senior executive performance restricted stock units, and similar awards using the Monte-Carlo simulation. The Monte-Carlo simulation requires subjective assumptions, including the Company’s valuation date stock price, the annual risk-free interest rate, expected volatility, the probability of reaching the stock performance targets, and a 20-trading-day average stock price.
Comprehensive Income (Loss)	Comprehensive Income (Loss) Comprehensive income (loss) consists of net income, unrealized gains and losses on available-for-sale securities, and foreign currency translation adjustments.
Recently Adopted Accounting Pronouncements, Change in Significant Accounting Policy and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and the payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 will improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination and improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted, including adoption in an interim period. The Company early adopted the guidance in the second quarter of fiscal 2022 and it did not have a material impact on its consolidated financial statements. In August 2020, the FASB issued Accounting Standards Update 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting For Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features through equity. Without an initial allocation of proceeds to the conversion option, the debt will likely have a lower discount, thereby resulting in less noncash interest expense through accretion. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for such exception. ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas. ASU 2020-06 is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company adopted ASU 2020-06 in the first quarter of fiscal 2022, however, it had no impact to the financial statements. In the second quarter of fiscal 2022, the stockholders of the Company approved an increase to the number of authorized shares of Common Stock, to an amount sufficient to settle the conversion of the 2026 Notes. As a result of the increase to the number of authorized shares of Common Stock, the Company reclassified the fair value of the embedded conversion derivative of $28.5 million and the fair value of the Notes Hedge of $28.5 million to additional paid-in capital in the second quarter of fiscal 2022. These equity components will not be remeasured provided the requirements to qualify for the scope exception in ASC 815-10-15-74(a) continue to be met. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The Company prospectively adopted this ASU 2019-12 in the first quarter of fiscal 2022 and it did not have a material impact on its consolidated financial statements. Change in Significant Accounting Policy The Company has consistently applied the accounting policies to all periods presented in its consolidated financial statements. Recently Issued Accounting Pronouncements No new accounting pronouncement issued or effective during the six months ended March 31, 2022 had, or is expected to have, a material impact on the Company’s consolidated financial statements.
Fair Value Measurements and Disclosures	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 inputs 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. Level 1: Includes investments in U.S. Government and agency securities, which are valued based on recently executed transactions in the same or similar securities. •Level 2: Convertible Senior Notes. On February 5, 2021, the Company issued the 2026 Notes as further described in Note 9. “Convertible Senior Notes.” Concurrently with the issuance of the 2026 Notes, the Company entered into the Notes Hedge and Warrant Transactions which in combination are intended to reduce the potential dilution from the conversion of the 2026 Notes. Initially, conversion of the 2026 Notes could only be settled in cash; however, following the increase in the Company’s authorized shares of Common Stock in the second quarter of fiscal 2022, which satisfied certain share reservation conditions, conversion of the 2026 Notes may be settled in cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. The embedded conversion derivative associated with the 2026 Notes previously meet the criteria for an embedded derivative liability which required bifurcation and separate accounting. The Notes Hedge was previously classified as a derivative asset on the Company’s consolidated balance sheet. Following the increase in the Company’s authorized shares of Common Stock in the second quarter of fiscal 2022, the Notes Hedge and embedded conversion derivative were reclassified to additional paid-in capital as the equity classification criteria is met. Changes in the fair value of these derivatives prior to being classified in equity were reflected in Other income (expense), net, in the Company’s consolidated statement of operations and comprehensive income (loss). The fair value of the Notes Hedge and the embedded conversion derivative were estimated using a Black-Scholes model. Based on the fair value hierarchy, the Company classified the Notes Hedge and the embedded conversion derivative as Level 2 as significant inputs are observable, either directly or indirectly. The significant inputs and assumptions used in the models to calculate the fair value of the derivatives include the Common Stock price, exercise price of the derivatives, risk-free interest rate, volatility, annual coupon rate and remaining contractual term. •Level 3: As of March 31, 2022, total acquisition-related contingent consideration of $10.8 million and $5.2 million is recorded in acquisition-related contingent consideration and other non-current liabilities, respectively, in the consolidated balance sheets.

Business Combinations

6 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS

4. BUSINESS COMBINATIONS

Acquisition of ID R&D, Inc.

On May 28, 2021 (the “Closing Date”), the Company completed the acquisition of ID R&D (the “ID R&D Acquisition”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated May 28, 2021, by and among the Company, ID R&D and Alexey Khitrov (the “Representative”). Upon completion of the ID R&D Acquisition, ID R&D became a direct wholly owned subsidiary of the Company. ID R&D is an award-winning provider of artificial intelligence-based voice and face biometrics and liveness detection.

As consideration for the ID R&D Acquisition, the Company agreed to pay an aggregate purchase price of up to $49.0 million. On the Closing Date, the equityholders of ID R&D received from the Company: (i) $13.0 million in cash, subject to adjustments for transaction expenses, escrow amounts, indebtedness and working capital adjustments (the “Initial Cash Payment”); and (ii) 867,226 shares or $13.9 million of Common Stock. In addition to the foregoing, the equityholders of ID R&D may become entitled to receive additional consideration from the Company upon achievement of certain milestones as follows (collectively, the “Earnout Payments”): subject to ID R&D’s achievement of target revenue for the period commencing on the Closing Date and ending on the one year anniversary thereof and the period commencing on the one year anniversary of the Closing Date and ending on the one year anniversary thereof (each such period, an “Earnout Period”): (i) an aggregate maximum amount of approximately $12.3 million with respect to the first Earnout Period and (ii) approximately $9.8 million with respect to the second Earnout Period, with 15% of the first Earnout Period’s payment to be deposited (as additional funds) into an escrow fund described below. The Company will

make the Earnout Payments in the form of cash and shares of Common Stock as set forth in the Merger Agreement. The Company has granted the Representative an option to shift the Earnout Period(s) out by one year, pursuant to the terms of the Merger Agreement. Moreover, in the event actual revenue for an Earnout Period exceeds the target revenue for such period, the amount of such excess will be credited towards the achievement of the subsequent Earnout Period’s Earnout Payment.

The Company estimated the fair value of the consideration for the Earnout Periods to be $15.7 million on the Closing Date, which was determined using a discounted cash flow methodology based on financial forecasts determined by management that included assumptions about revenue growth and discount rates, and is included in level three of the fair value hierarchy. Each quarter the Company revises the estimated fair value of the consideration for the Earnout Periods and changes in the fair value are included in acquisition-related costs and expenses in the consolidated statements of operations and comprehensive income (loss). See Note 5. “Investments,” of the notes to consolidated financial statements for more information relating to the consideration for the Earnout Periods.

The Company incurred $0.6 million of expense in connection with the acquisition primarily related to legal fees, outside service costs, and travel expense, which are included in acquisition-related costs and expenses in the consolidated statements of operations and comprehensive income (loss).

On the Closing Date, the Company deposited a portion of the Initial Cash Payment and a number of shares of Common Stock having a collective value of approximately $4.0 million into an escrow fund to serve as collateral and partial security for working capital adjustments and certain indemnification rights of the Company. As indicated above, 15% of the Earnout Payment with respect to the first Earnout Period, if and when earned, will also be deposited into the escrow fund. The escrow fund will be maintained for up to 24 months following the completion of the ID R&D Acquisition or until such earlier time as the escrow fund is exhausted. The Company used cash on hand for the Initial Cash Payment.

Acquisition of HooYu Ltd

On March 23, 2022, the Company completed the acquisition of HooYu Ltd (the “HooYu Acquisition”) pursuant to the Purchase Agreement (the “Purchase Agreement”) dated March 23, 2022, by and among the Company and certain persons identified in the Purchase Agreement (the “Sellers”). Pursuant to the Purchase Agreement, the Company, among other things, acquired 100% of the outstanding share capital of HooYu Ltd (“HooYu”), a leading global customer onboarding platform designed to increase the integrity of KYC and maximize the success of customer onboarding. As consideration for the HooYu Acquisition, the Company paid aggregate consideration in the amount of $129.1 million in cash (the “Closing Consideration”), as such amount may be adjusted for transaction expenses and indebtedness. Pursuant to the Purchase Agreement, $1.6 million was withheld as a reduction to the Closing Consideration and is being retained by the Company for the final working capital adjustments and indemnification of certain tax matters under the Purchase Agreement.

The Company incurred $3.2 million of expense in connection with the acquisition primarily related to insurance expenses, stamp duty taxes, legal fees, outside service costs, foreign currency and realized losses on investments, and travel expense, which are included in acquisition-related costs and expenses in the consolidated statements of operations and comprehensive income (loss).

On March 23, 2022, the Company transferred an aggregate of $127.5 million to the Sellers and its third-party legal and investment advisors. The Company used cash on hand for the cash paid on March 23, 2022.

Acquisitions are accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Accordingly, the results of operations of ID R&D and HooYu have been included in the accompanying consolidated financial statements since the date of such acquisition. The purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based upon the respective estimates of fair value as of the date of the ID R&D Acquisition and HooYu Acquisition and are based on assumptions that the Company’s management believes are reasonable. The Company is in the process of completing its valuation of certain intangible assets and the valuation of the acquired deferred income taxes related to the HooYu Acquisition. The final allocations of the purchase price to intangible assets and deferred income taxes may differ materially from the information presented in these unaudited consolidated financial statements.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed from the ID R&D Acquisition and HooYu Acquisition as of their respective closing dates (amounts shown in thousands):


	ID R&D		HooYu
Accounts receivable	$	173	$	1,234
Property, plant, and equipment	114		243
Other current assets	147		630
Intangible assets	16,930		73,100
Goodwill (restated)	27,748		74,312

Current liabilities	(425)		(2,456)
Deferred revenue	—		(2,612)
Deferred income tax liabilities (restated)	(2,355)		(16,896)
Net assets acquired	$	42,332	$	127,555

The goodwill recognized is due to expected synergies and other factors and is not expected to be deductible for income tax purposes. The Company estimated the fair value of identifiable acquisition-related intangible assets with definite lives 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 with respect to discount rates and the determination of the estimated useful lives of the intangible assets. The following table summarizes the estimated fair values and estimated useful lives of intangible assets with definite lives acquired from the ID R&D Acquisition and the HooYu Acquisition as of their respective closing dates (amounts shown in thousands, except for years):

ID R&D


	Amortization Period	Amount assigned

Completed technologies	7.0 years	$	14,020
Customer relationships	3.0 years	2,540
Trade name	5.0 years	370
Total intangible assets acquired		$	16,930

HooYu


	Amortization Period	Amount assigned

Completed technologies	7.0 years	$	61,400
Customer relationships	5.0 years	5,000
Trade name	5.0 years	6,100
Covenants not to compete	3.0 years	$	600
Total intangible assets acquired		$	73,100

The following unaudited pro forma financial information should not be taken as representative of the Company’s future consolidated results of operations and includes adjustments for the amortization expense related to the identified intangible assets. The following table summarizes the Company’s unaudited pro forma financial information and is presented as if the ID R&D Acquisition and the HooYu Acquisition occurred on October 1, 2020 (amounts shown in thousands):


	Three months ended March 31,				Six months ended March 31,
	2022		2021		2022		2021
Pro forma revenue	$	37,635	$	31,640	$	72,090	$	59,458
Pro forma net income (loss)	$	(2,314)	$	(511)	$	3,626	$	262

Restatement (Tables)

6 Months Ended

Mar. 31, 2022

Accounting Changes and Error Corrections [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The impact of the restatement on the Company’s financial statements is reflected in the following tables (in thousands, except share and per share amounts):

MITEK SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(amounts in thousands except share data)


	As of March 31, 2022
	As Previously Reported		Total Adjustments		As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	23,984	$	—	$	23,984
Short-term investments	37,910		—		37,910
Accounts receivable, net	23,858		—		23,858
Contract assets	4,503		—		4,503
Prepaid expenses	2,409		—		2,409
Other current assets	1,849		—		1,849
Total current assets	94,513		—		94,513
Long-term investments	31,493		—		31,493
Property and equipment, net	3,938		—		3,938
Right-of-use assets	6,098		—		6,098
Intangible assets, net	96,364		—		96,364
Goodwill	136,889		(1,370)		135,519
Deferred income tax assets	10,572		431		11,003

Other non-current assets	5,292		—		5,292
Total assets	$	385,159	$	(939)	$	384,220
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,359	$	1,329	$	6,688
Accrued payroll and related taxes	8,271		—		8,271
Deferred revenue, current portion	9,700		—		9,700
Lease liabilities, current portion	1,944		—		1,944
Acquisition-related contingent consideration	10,790		—		10,790

Other current liabilities	3,469		—		3,469
Total current liabilities	39,533		1,329		40,862
Convertible senior notes	124,370		—		124,370

Deferred revenue, non-current portion	1,053		—		1,053
Lease liabilities, non-current portion	5,485		—		5,485
Deferred income tax liabilities	22,100		(1,370)		20,730
Other non-current liabilities	6,250		—		6,250
Total liabilities	198,791		(41)		198,750
Stockholders’ equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding	—		—		—
Common stock, $0.001 par value, 120,000,000 and 60,000,000 shares authorized, 44,344,361 and 44,168,745 issued and outstanding, as of March 31, 2022 and September 30, 2021, respectively	44		—		44
Additional paid-in capital	207,491		—		207,491
Accumulated other comprehensive loss	(5,170)		—		(5,170)
Accumulated deficit	(15,997)		(898)		(16,895)
Treasury stock, at cost, no shares and 7,773 shares as of March 31, 2022 and September 30, 2021, respectively	—		—		—
Total stockholders’ equity	186,368		(898)		185,470
Total liabilities and stockholders’ equity	$	385,159	$	(939)	$	384,220

MITEK SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(amounts in thousands except per share data)


	Three Months Ended March 31, 2022
	As Previously Reported		Total Adjustments		As Restated
Revenue
Software and hardware	$	19,280	$	—	$	19,280
Services and other	15,434		—		15,434
Total revenue	34,714		—		34,714
Operating costs and expenses
Cost of revenue—software and hardware	310		—		310
Cost of revenue—services and other	3,000		—		3,000
Selling and marketing	9,206		—		9,206
Research and development	8,236		—		8,236
General and administrative	6,073		—		6,073
Acquisition-related costs and expenses	3,056		1,329		4,385

Total operating costs and expenses	29,881		1,329		31,210
Operating income	4,833		(1,329)		3,504
Interest expense	2,040		—		2,040
Other income, net	(231)		—		(231)
Income before income taxes	2,562		(1,329)		1,233
Income tax provision	(651)		431		(220)
Net income	$	1,911	$	(898)	$	1,013
Net income per share—basic	$	0.04	$	(0.02)	$	0.02
Net income per share—diluted	$	0.04	$	(0.02)	$	0.02
Shares used in calculating net income per share—basic	44,775		—		44,775
Shares used in calculating net income per share—diluted	46,097		—		46,097
Comprehensive loss
Net income	$	1,911	$	(898)	$	1,013
Foreign currency translation adjustment	(1,862)		—		(1,862)
Unrealized loss on investments	(828)		—		(828)
Comprehensive loss	$	(779)	$	(898)	$	(1,677)


	Six Months Ended March 31, 2022
	As Previously Reported		Total Adjustments		As Restated
Revenue
Software and hardware	$	34,725	$	—	$	34,725
Services and other	32,461		—		32,461
Total revenue	67,186		—		67,186
Operating costs and expenses
Cost of revenue—software and hardware	688		—		688
Cost of revenue—services and other	5,978		—		5,978
Selling and marketing	17,644		—		17,644
Research and development	15,842		—		15,842
General and administrative	12,037		—		12,037
Acquisition-related costs and expenses	5,335		1,329		6,664

Total operating costs and expenses	57,524		1,329		58,853
Operating income	9,662		(1,329)		8,333
Interest expense	4,048		—		4,048
Other income, net	(96)		—		(96)
Income before income taxes	5,518		(1,329)		4,189
Income tax provision	(483)		431		(52)
Net income	$	5,035	$	(898)	$	4,137
Net income per share—basic	$	0.11	$	(0.02)	$	0.09
Net income per share—diluted	$	0.11	$	(0.02)	$	0.09
Shares used in calculating net income per share—basic	44,795		—		44,795
Shares used in calculating net income per share—diluted	46,206		—		46,206
Comprehensive income (loss)
Net income	$	5,035	$	(898)	$	4,137
Foreign currency translation adjustment	(3,129)		—		(3,129)
Unrealized loss on investments	(1,098)		—		(1,098)
Comprehensive income (loss)	$	808	$	(898)	$	(90)

MITEK SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(amounts in thousands)


	Six Months Ended March 31,
	As Previously Reported		Total Adjustments		2022 As Restated
Operating activities:
Net income	$	5,035	$	(898)	$	4,137
Adjustments to reconcile net income to net cash provided by operating activities:			—
Stock-based compensation expense	6,429		—		6,429

Amortization of intangible assets	4,525		—		4,525
Depreciation and amortization	555		—		555
Amortization of investment premiums & other	1,109		—		1,109
Accretion and amortization on debt securities	3,453		—		3,453
Net changes in estimated fair value of acquisition-related contingent consideration	(780)		—		(780)
Deferred taxes	(92)		(431)		(523)
Changes in assets and liabilities:			—
Accounts receivable	(6,171)		—		(6,171)
Contract assets	345		—		345
Other assets	498		—		498
Accounts payable	2,440		1,329		3,769
Accrued payroll and related taxes	(4,693)		—		(4,693)
Deferred revenue	(3,126)		—		(3,126)

Other liabilities	159		—		159
Net cash provided by operating activities	9,686		—		9,686
Investing activities:
Purchases of investments	(47,818)		—		(47,818)
Sales and maturities of investments	173,316		—		173,316
Acquisitions, net of cash acquired	(126,607)		—		(126,607)
Purchases of property and equipment	(634)		—		(634)
Net cash used in investing activities	(1,743)		—		(1,743)
Financing activities:




Proceeds from the issuance of equity plan common stock	1,128		—		1,128
Repurchases and retirements of common stock	(14,828)		—		(14,828)



Principal payments on other borrowings	(36)		—		(36)
Net cash provided by (used in) financing activities	(13,736)		—		(13,736)
Foreign currency effect on cash and cash equivalents	(535)		—		(535)
Net increase (decrease) in cash and cash equivalents	(6,328)		—		(6,328)
Cash and cash equivalents at beginning of period	30,312		—		30,312
Cash and cash equivalents at end of period	$	23,984	$	—	$	23,984
Supplemental disclosures of cash flow information:
Cash paid for interest	$	582	$	—	$	582
Cash paid for income taxes	$	597	$	—	$	597
Supplemental disclosures of non-cash investing and financing activities:
Reclassification of convertible senior notes hedge and embedded conversion derivative to additional paid-in capital	$	42,821	$	—	$	42,821
Unrealized holding gain (loss) on available-for-sale investments	$	(1,098)	$	—	$	(1,098)

Stockholders' Equity - Performance RSU Activity (Details) - Performance RSUs	6 Months Ended
	Mar. 31, 2022 $ / shares shares
Number of Shares
Outstanding at beginning of period (in shares) \| shares	528,724
Granted (in shares) \| shares	589,980
Settled (in shares) \| shares	(176,864)
Canceled (in shares) \| shares	(18,952)
Outstanding at end of period (in shares) \| shares	922,888
Weighted-Average Fair Market Value Per Share
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 9.17
Granted (in dollars per share) \| $ / shares	16.02
Settled (in dollars per share) \| $ / shares	8.42
Canceled (in dollars per share) \| $ / shares	12.84
Outstanding at end of period (in dollars per share) \| $ / shares	$ 13.62

Nature of Operations and Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended			6 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($) institution $ / shares	Sep. 30, 2021 USD ($) $ / shares	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($) institution segment reportingUnit $ / shares	Mar. 31, 2021 USD ($)	Dec. 31, 2017	Feb. 28, 2021 USD ($)	Feb. 05, 2021 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of financial services organizations, leading marketplace and financial technology brands (more than) \| institution	7,500			7,500
Foreign currency translation gain (loss)	$ (1,862,000)		$ (2,648,000)	$ (3,129,000)	$ 112,000
Other-than-temporary impairment charges recognized	$ 0		0	$ 0	0
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001		$ 0.001
Write-offs of allowance for doubtful accounts				$ 1,000	34,000
Allowance for doubtful accounts receivable	$ 500,000	$ 400,000		500,000
Capitalized software development costs for internal use	200,000		$ 200,000	400,000	400,000
Amortization expense from capitalized software development costs for internal use				$ 100,000	200,000
Number of operating segments \| segment				1
Number of reporting units \| reportingUnit				1
Goodwill impairment		0
Impairment charges related to intangible assets				$ 0	$ 0
Trading-day average stock price period (in days)				20 days
Accumulated other comprehensive loss	5,170,000	943,000		$ 5,170,000
Reclassification of embedded conversion derivative	0	(48,208,000)		0
Reclassification of Notes Hedge	0	(48,208,000)		0
Deferred tax impact of increase of authorized shares of common stock on convertible senior notes hedge
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reclassification of embedded conversion derivative	28,500,000			28,500,000
Reclassification of Notes Hedge	28,500,000			28,500,000
Convertible Debt \| 2026 Notes
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issued							$ 155,300,000	$ 155,300,000
Debt interest rate							0.75%	0.75%
HooYu \| Spanish Government Agencies
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt interest rate						0.00%
Amount outstanding under loan agreement	800,000	800,000		800,000
HooYu \| Spanish Government Agencies \| Other current liabilities
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Current loans payable	100,000	100,000		100,000
HooYu \| Spanish Government Agencies \| Other non-current liabilities
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Noncurrent loans payable	$ 700,000	$ 700,000		$ 700,000
Minimum \| HooYu \| Spanish Government Agencies
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Term of loan agreement (in years)						5 years
Maximum \| HooYu \| Spanish Government Agencies
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Term of loan agreement (in years)						12 years

Restatement - Statements of Operations and Comprehensive Income (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Revenue
Total revenue	$ 34,714	$ 28,773	$ 67,186	$ 54,748
Operating costs and expenses
Selling and marketing	9,206	8,530	17,644	15,915
Research and development	8,236	6,691	15,842	12,855
General and administrative	6,073	5,718	12,037	10,776
Acquisition-related costs and expenses	4,385	1,659	6,664	3,352
Total operating costs and expenses	31,210	26,390	58,853	50,828
Operating income	3,504	2,383	8,333	3,920
Interest expense	2,040	1,319	4,048	1,319
Other income (expense), net	(231)	372	(96)	468
Income before income taxes	1,233	1,436	4,189	3,069
Income tax provision (benefit)	(220)	(417)	(52)	117
Net income	$ 1,013	$ 1,019	$ 4,137	$ 3,186
Net income per share – basic (in dollars per share)	$ 0.02	$ 0.02	$ 0.09	$ 0.07
Net income per share – diluted (in dollars per share)	$ 0.02	$ 0.02	$ 0.09	$ 0.07
Shares used in calculating net income per share – basic (in shares)	44,775	43,138	44,795	42,835
Shares used in calculating net income per share – diluted (in shares)	46,097	44,554	46,206	44,367
Comprehensive income (loss)
Net income	$ 1,013	$ 1,019	$ 4,137	$ 3,186
Foreign currency translation adjustment	(1,862)	(2,648)	(3,129)	112
Unrealized holding loss on available for sale investments	(828)	(133)	(1,098)	(186)
Comprehensive income (loss)	(1,677)	(1,762)	(90)	3,112
Software and hardware
Revenue
Total revenue	19,280	13,013	34,725	25,315
Operating costs and expenses
Cost of revenue	310	670	688	1,915
Services and other
Revenue
Total revenue	15,434	15,760	32,461	29,433
Operating costs and expenses
Cost of revenue	3,000	$ 3,122	5,978	$ 6,015
As Previously Reported
Revenue
Total revenue	34,714		67,186
Operating costs and expenses
Selling and marketing	9,206		17,644
Research and development	8,236		15,842
General and administrative	6,073		12,037
Acquisition-related costs and expenses	3,056		5,335
Total operating costs and expenses	29,881		57,524
Operating income	4,833		9,662
Interest expense	2,040		4,048
Other income (expense), net	(231)		(96)
Income before income taxes	2,562		5,518
Income tax provision (benefit)	(651)		(483)
Net income	$ 1,911		$ 5,035
Net income per share – basic (in dollars per share)	$ 0.04		$ 0.11
Net income per share – diluted (in dollars per share)	$ 0.04		$ 0.11
Shares used in calculating net income per share – basic (in shares)	44,775		44,795
Shares used in calculating net income per share – diluted (in shares)	46,097		46,206
Comprehensive income (loss)
Net income	$ 1,911		$ 5,035
Foreign currency translation adjustment	(1,862)		(3,129)
Unrealized holding loss on available for sale investments	(828)		(1,098)
Comprehensive income (loss)	(779)		808
As Previously Reported \| Software and hardware
Revenue
Total revenue	19,280		34,725
Operating costs and expenses
Cost of revenue	310		688
As Previously Reported \| Services and other
Revenue
Total revenue	15,434		32,461
Operating costs and expenses
Cost of revenue	3,000		5,978
Total Adjustments
Revenue
Total revenue	0		0
Operating costs and expenses
Selling and marketing	0		0
Research and development	0		0
General and administrative	0		0
Acquisition-related costs and expenses	1,329		1,329
Total operating costs and expenses	1,329		1,329
Operating income	(1,329)		(1,329)
Interest expense	0		0
Other income (expense), net	0		0
Income before income taxes	(1,329)		(1,329)
Income tax provision (benefit)	431		431
Net income	$ (898)		$ (898)
Net income per share – basic (in dollars per share)	$ (0.02)		$ (0.02)
Net income per share – diluted (in dollars per share)	$ (0.02)		$ (0.02)
Shares used in calculating net income per share – basic (in shares)	0		0
Shares used in calculating net income per share – diluted (in shares)	0		0
Comprehensive income (loss)
Net income	$ (898)		$ (898)
Foreign currency translation adjustment	0		0
Unrealized holding loss on available for sale investments	0		0
Comprehensive income (loss)	(898)		(898)
Total Adjustments \| Software and hardware
Revenue
Total revenue	0		0
Operating costs and expenses
Cost of revenue	0		0
Total Adjustments \| Services and other
Revenue
Total revenue	0		0
Operating costs and expenses
Cost of revenue	$ 0		$ 0

Cover - shares	6 Months Ended
Cover - shares	Mar. 31, 2022	Apr. 30, 2022
Cover [Abstract]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-35231
Entity Registrant Name	MITEK SYSTEMS, INC.
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MITK
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		44,346,935
Amendment Flag	true
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Central Index Key	0000807863
Current Fiscal Year End Date	--09-30
Amendment Description	On October 27, 2022, Mitek Systems, Inc. (the “Company”, “we”, “our” or “us”) filed a Current Report on Form 8-K disclosing that the Company determined that our previously issued financial statements contained in our Quarterly Report on Form 10-Q for the period ended March 31, 2022, originally filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2022 (the “Original Quarterly Report”), should no longer be relied upon due to the exclusion of certain acquisition-related costs and expenses from the statement of operations, overstatement of deferred tax liabilities, and understatement of deferred tax assets in the balance sheet in the Company’s unaudited interim consolidated financial statements for the quarter ended March 31, 2022. For additional information, please refer to our Current Report on Form 8-K, filed with the SEC on October 27, 2022. This Amendment No. 1 to our Original Quarterly Report (the “Form 10-Q/A”) amends and restates certain items noted below in the Original Quarterly Report for the quarterly period ended March 31, 2022. This Form 10-Q/A amends the Original Quarterly Report to restate its unaudited consolidated financial statements, financial data and related disclosures as of and for the three-month periods ended March 31, 2022 to give effect to certain errors related to the acquisition of HooYu Ltd., as more fully described below.Background of RestatementIn connection with the preparation of the Company’s financial statements for the quarterly period ended June 30, 2022, the Company noted that certain aspects of its acquisition of HooYu Ltd. (the “HooYu Acquisition”) in March 2022 were improperly accounted for in the Original Quarterly Report. Specifically, the Company did not account for the representations and warranty insurance purchased in connection with the HooYu Acquisition, which should have been accrued for and fully expensed at the date of the HooYu Acquisition. In addition, the Company did not accrue for a payment of stamp duty tax related to the HooYu Acquisition, which was paid during the third fiscal quarter ended June 30, 2022. Lastly, the Company did not record deferred tax assets and liabilities based on information available at the time of the HooYu Acquisition. The impact of these errors was that the deferred tax assets were understated by $0.4 million, goodwill was overstated by $1.4 million, accounts payable were understated by $1.3 million, acquisition-related costs and expenses were understated $1.3 million, deferred income tax liabilities were overstated by $1.4 million, income tax benefit (provision) was understated by $0.4 million, and net income was overstated by $0.9 million by for the quarter ended March 31, 2022. The Company has decided to correct these errors for the quarter ended March 31, 2022, concluding that these expenses, accruals and balance sheet reclassifications are material to the unaudited interim consolidated balance sheet and statement of operations and comprehensive income (loss) as of and for the quarter ended March 31, 2022.Internal Control ConsiderationsIn connection with the restatement, management has re-evaluated the effectiveness of the Company’s internal controls over financial reporting as of March 31, 2022. The Audit Committee of the Company’s Board of Directors, with concurrence of management, has concluded that, in light of the errors described above, an additional material weakness exists in the Company’s internal control over financial reporting as of March 31, 2022. Management plans to enhance the process of accounting for business combinations by increased communication among our personnel and third-party professionals with whom we consult regarding the proper recognition of deferred tax assets and business combination accounting. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part I, Item 4, Controls and Procedures of this Form 10-Q/A.Items Impacted by this Form 10-Q/AFor the convenience of the reader, the Company has included all items in this Form 10-Q/A, which supersedes in its entirety the Original Quarterly Report. The following sections in the Original Quarterly Report have been revised in this Form 10-Q/A to reflect the restatement:Part I, Item 1 – Financial StatementsPart I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of OperationsPart I, Item 4 – Controls and ProceduresPart II, Item 1 – Legal ProceedingsPart II, Item 5 – Other InformationPart II, Item 6 – Exhibits Except as described above, no other information included in the Original Quarterly Report is being amended or updated by this Form 10-Q/A, and this Form 10-Q/A does not purport to reflect any information or events subsequent to the Original Quarterly Report. This Form 10-Q/A continues to describe the conditions as of the date of the Original Quarterly Report and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Quarterly Report. Accordingly, this Form 10-Q/A should be read in conjunction with the Original Quarterly Report and with our filings with the SEC subsequent to the Original Quarterly Report. See Note 2 to the accompanying unaudited interim consolidated financial statements, set forth in Item 1 of this Form 10-Q/A, for details of the restatement and its impact on the unaudited interim consolidated financial statements.In accordance with applicable SEC rules, this Form 10-Q/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2 and 32.1.

Revenue Recognition - Disaggregation of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 34,714	$ 28,773	$ 67,186	$ 54,748
Deposits revenue
Disaggregation of Revenue [Line Items]
Total revenue	21,305	17,197	40,355	32,812
Identity verification revenue
Disaggregation of Revenue [Line Items]
Total revenue	13,409	11,576	26,831	21,936
Transferred at Point in Time \| Deposits software and hardware
Disaggregation of Revenue [Line Items]
Total revenue	16,066	12,134	29,695	22,888
Transferred at Point in Time \| Identity verification software and hardware
Disaggregation of Revenue [Line Items]
Total revenue	3,214	879	5,030	2,427
Transferred over Time \| Deposits services and other
Disaggregation of Revenue [Line Items]
Total revenue	5,239	5,063	10,660	9,924
Transferred over Time \| Identity verification services and other
Disaggregation of Revenue [Line Items]
Total revenue	$ 10,195	$ 10,697	$ 21,801	$ 19,509

Nature of Operations and Summary of Significant Accounting Policies

6 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Mitek Systems, Inc. (“Mitek” or the “Company”) is a leading innovator of mobile image capture and digital identity verification solutions. Mitek is a software development company with expertise in computer vision, artificial intelligence, and machine learning. Mitek currently serves more than 7,500 financial services organizations and leading marketplace and financial technology (“fintech”) brands around the globe. Customers count on Mitek to deliver trusted and convenient online experiences, detect and reduce fraud, and document Know Your Customer (“KYC”) and anti-money laundering (“AML”) regulatory compliance. Our solutions are embedded in native mobile apps and web browsers to facilitate digital consumer experiences. Mitek’s identity verification and authentication technologies and services make it possible for banks, financial services organizations and the world’s leading marketplace and sharing platforms to verify an individual’s identity during digital transactions, allowing them to reduce risk and meet regulatory requirements. Our advanced mobile deposit system enables secure, fast and convenient deposit services. Thousands of organizations use Mitek solutions to optimize the security of mobile check deposits, new account openings and more.

To ensure a high level of security against evolving digital fraud threats, in May 2021, Mitek acquired ID R&D, Inc. (“ID R&D”), an award-winning provider of artificial intelligence-based voice and face biometrics and liveness detection. With a strong research and development team, ID R&D consistently delivers innovative, best-in-class biometric capabilities that raise the bar on usability and performance. In March 2022, Mitek acquired HooYu Ltd. (“HooYu”), a leading KYC technology provider in the United Kingdom. The acquisition helps to ensure businesses know the true identity of their customers by linking biometric verification with real-time bureau and sanction database checks.

Mitek markets and sells its products and services worldwide through internal, direct sales teams located in the U.S., Europe, and Latin America as well as through channel partners. Our channel partners are financial services technology providers and identity verification providers. These partners integrate our products into their solutions to meet the needs of their customers.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company as of March 31, 2022 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 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 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the U.S. Securities and Exchange Commission (“SEC”) on December 13, 2021.

Results for the six months ended March 31, 2022 are not necessarily indicative of results for any other interim period or for a full fiscal 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 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 loss in the consolidated balance sheets. The Company recorded a net loss resulting from foreign exchange translation of $1.9 million and $2.6 million for the three months ended March 31, 2022 and 2021, respectively. The Company recorded a net loss resulting from foreign exchange translation of $3.1 million and net gain of $0.1 million for the six months ended March 31, 2022 and 2021, respectively.

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, expenses, deferred taxes, and related disclosure of contingent assets and liabilities. On an ongoing basis, management reviews its estimates based upon currently available information. Actual 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, fair value of debt derivatives, standalone selling price related to revenue recognition, contingent consideration, and income taxes.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”). ASC 606 outlines a single comprehensive model to be used in accounting for revenue arising from contracts with customers. The core principle, involving a five-step process, of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company generates revenue primarily from the delivery of licenses and related services to customers (for both on-premise and transactional software as a service (“SaaS”) products), as well as the delivery of hardware and professional services. Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer which may be at a point in time or over time. See Note 3 of the consolidated financial statements for additional details.

Contract Assets and Liabilities

The Company recognizes revenue when control of the license is transferred to the customer. The Company records a contract asset when the revenue is recognized prior to the date payments become due. Contract assets that are expected to be paid within one year are recorded in current assets on the consolidated balance sheets. All other contract assets are recorded in other non-current assets in the consolidated balance sheet. Contract liabilities consist of deferred revenue. When the performance obligation is expected to be fulfilled within one year, the deferred revenue is recorded in current liabilities in the consolidated balance sheet. When the performance obligation is expected to be fulfilled beyond one year, the deferred revenue is recorded in non-current liabilities in the consolidated balance sheet. The Company reports net contract asset or liability positions on a customer-by-customer basis at the end of each reporting period.

Contract Costs

The Company incurs incremental costs to obtain a contract, consisting primarily of sales commissions incurred only if a contract is obtained. When the commission rate for a customer renewal is not commensurate with the commission rate for a new contract, the commission is capitalized if expected to be recovered. Such costs are capitalized and amortized using a portfolio approach consistent with the pattern of transfer of the good or service to which the asset relates. Contract costs are recorded in other current and non-current assets in the consolidated balance sheets.

Net Income Per Share

The Company calculates net income per share in accordance with FASB ASC Topic 260, Earnings per Share. Basic net income per share is based on the weighted-average number of common shares outstanding during the period. Diluted net income per share also gives effect to all potentially dilutive securities outstanding during the period, such as restricted stock units (“RSUs”), stock options, and shares issued under the Company’s Employee Stock Purchase Plan (“ESPP”), and convertible senior notes and warrants, if dilutive. In a period with a net loss position, potentially dilutive securities are not included in the computation of diluted net loss per share because to do so would be antidilutive, and the number of shares used to calculate basic and diluted net loss per share is the same.

For the three and six months ended March 31, 2022 and 2021, the following potentially dilutive common shares were excluded from the calculation of net income per share, as they would have been antidilutive (amounts in thousands):


	Three Months Ended March 31,		Six Months Ended March 31,
	2022	2021	2022	2021
Stock options	467	556	452	634
RSUs	914	1,371	1,241	1,238
ESPP common stock equivalents	34	28	15	15
Performance options	532	267	509	200
Performance RSUs	238	156	224	127
Convertible senior notes	7,448	4,551	7,448	2,251
Warrants	7,448	4,551	7,448	2,251
Total potentially dilutive common shares outstanding	17,081	11,480	17,337	6,716

The calculation of basic and diluted net income per share is as follows (amounts in thousands, except per share data):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Net income	$	1,013	$	1,019	$	4,137	$	3,186
Weighted-average shares outstanding—basic	44,775		43,138		44,795		42,835
Common stock equivalents	1,322		1,416		1,411		1,532
Weighted-average shares outstanding—diluted	46,097		44,554		46,206		44,367
Net income per share:
Basic	$	0.02	$	0.02	$	0.09	$	0.07
Diluted	$	0.02	$	0.02	$	0.09	$	0.07

Investments

Investments consist of corporate notes and bonds, commercial paper, U.S. Treasury securities, and asset-backed securities. The Company classifies investments as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All investments are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive loss, a component of stockholders’ equity. The Company evaluates its investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. Impairments are considered to be other-than-temporary if they are related to deterioration in credit risk or if it is likely that the Company will sell the securities before the recovery of its cost basis. Realized gains and losses and declines in value judged to be other-than-temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations and comprehensive income (loss). No other-than-temporary impairment charges were recognized in the three and six months ended March 31, 2022 and 2021.

All investments whose maturity or sale is expected within one year are classified as “current” on the consolidated balance sheets. All other securities are classified as “long-term” on the consolidated balance sheets.

Convertible Senior Notes Hedge and Embedded Conversion Derivative

In February 2021, the Company issued $155.3 million aggregate principal amount of 0.75% convertible notes due 2026 (the “2026 Notes”). Concurrently with the issuance of the 2026 Notes, the Company entered into privately-negotiated convertible senior note hedge (the “Notes Hedge”) and warrant transactions (the “Warrant Transactions”) which, in combination, are intended to reduce the potential dilution from the conversion of the 2026 Notes. Prior to the Company increasing the number of authorized shares of its common stock, par value $0.001 per share (“Common Stock”), the Company could not elect to issue shares of its Common Stock upon settlement of the 2026 Notes due to insufficient authorized share capital. As a result, the embedded conversion option (the “embedded conversion derivative”) was accounted for as a derivative liability and the Notes Hedge as a derivative asset with the resulting gain (or loss) reported in other income, net, in the consolidated statement of operations to the extent the valuation changed from the date of issuance of the 2026 Notes. The Company increased its authorized shares of Common Stock in the second quarter of fiscal 2022 and as such can issue shares of its Common Stock upon settlement of the 2026 Notes. As a result, the embedded conversion option (the “embedded conversion derivative”) and the Notes Hedge are now recorded in additional paid-in-capital in the consolidated balance sheet and are not remeasured as long as they continue to meet the conditions for equity classification. The Warrant Transactions were recorded in additional paid-in-capital in the consolidated balance sheet and are not remeasured as long as

they continue to meet the conditions for equity classification. See Note 9. “Convertible Senior Notes” for additional information related to these transactions.

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 had $1,000 and $34,000 of write-offs to the allowance for doubtful accounts for the six months ended March 31, 2022 and 2021, respectively. The Company maintained an allowance for doubtful accounts of $0.5 million as of March 31, 2022 and $0.4 million as of September 30, 2021.

Capitalized Software Development Costs

Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. The Company defines the design, configuration, and coding process as the application development stage. The Company capitalized $0.2 million of costs related to computer software developed for internal use during each of the three months ended March 31, 2022 and 2021, respectively. The Company capitalized $0.4 million of costs related to computer software developed for internal use during each of the six months ended March 31, 2022 and 2021. The Company had $0.1 million and $0.2 million in amortization expense from internal use software during the six months ended March 31, 2022 and 2021, respectively.

Goodwill and Purchased Intangible Assets

The Company’s goodwill and intangible assets resulted from prior acquisitions. Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least annually or as circumstances indicate that their value may no longer be recoverable. In accordance with ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”), the Company reviews its goodwill and indefinite-lived intangible assets for impairment at least annually in its fiscal fourth quarter and more frequently if events or changes in circumstances occur that indicate a potential reduction in the fair value of its reporting unit and/or its indefinite-lived intangible asset below their respective carrying values. Examples of such events or circumstances include: a significant adverse change in legal factors or in the business climate, a significant decline in the Company’s stock price, a significant decline in the Company’s projected revenue or cash flows, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, or the presence of other indicators that would indicate a reduction in the fair value of a reporting unit. No such events or circumstances have occurred since the last impairment assessment was performed.

The Company’s goodwill is considered to be impaired if management determines that the carrying value of the reporting unit to which the goodwill has been assigned exceeds management’s estimate of its fair value. Based on the guidance provided by ASC 350 and ASC Topic 280, Segment Reporting, management has determined that the Company operates in one segment and consists of one reporting unit given the similarities in economic characteristics between its operations and the common nature of its products, services and customers. Because the Company has only one reporting unit, and because the Company is publicly traded, the Company determines the fair value of the reporting unit based on its market capitalization as it believes this represents the best evidence of fair value. In the fourth quarter of the fiscal year ended September 30, 2021, management completed its annual goodwill impairment test and concluded that the Company’s goodwill was not impaired. The Company’s conclusion that goodwill was not impaired was based on a comparison of its net assets to its market capitalization.

Because the Company determines the fair value of its reporting unit based on its market capitalization, the Company’s future reviews of goodwill for impairment may be impacted by changes in the price of the Common Stock. For example, a significant decline in the price of the Common Stock may cause the fair value of its goodwill to fall below its carrying value. Therefore, the Company cannot assure that when it completes its future reviews of goodwill for impairment a material impairment charge will not be recorded.

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 such assets. No impairment charge related to the impairment of intangible assets was recorded during the six months ended March 31, 2022 and 2021.

Other Borrowings

The Company has certain loan agreements with Spanish government agencies which were assumed when the Company acquired ICAR Vision Systems, S.L. ("ICAR") in 2017. These agreements have repayment periods of five to twelve years and bear no interest. As of March 31, 2022, $0.8 million was outstanding under these agreements and $0.1 million and $0.7 million is recorded in other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets. As of September 30, 2021, $0.8 million was outstanding under these agreements and approximately $0.1 million and $0.7 million is recorded in other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets.

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 historically incurred significant obligations under customer indemnification or warranty provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification or warranty-related obligations.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years.

Management evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets. The valuation allowance reduces deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized. See Note 8 of the consolidated financial statements for additional details.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense. See Note 8 of the consolidated financial statements for additional details.

Stock-Based Compensation

The Company issues RSUs, stock options, performance options, and performance RSUs as awards to its employees. Additionally, eligible employees may participate in the ESPP. Employee stock awards are measured at fair value on the date of grant and expense is recognized using the straight-line single-option method in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Forfeitures are recorded as they occur.

The Company assigns fair value to RSUs based on the closing stock price of its Common Stock on the date of grant.

The Company estimates the fair value of stock options and ESPP shares using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company’s stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods.

The Company estimates the fair value of performance options, senior executive performance restricted stock units, and similar awards using the Monte-Carlo simulation. The Monte-Carlo simulation requires subjective assumptions, including the Company’s valuation date stock price, the annual risk-free interest rate, expected volatility, the probability of reaching the stock performance targets, and a 20-trading-day average stock price.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income, unrealized gains and losses on available-for-sale securities, and foreign currency translation adjustments. Included on the consolidated balance sheets is accumulated other comprehensive loss of $5.2 million and $0.9 million at March 31, 2022 and September 30, 2021, respectively.

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and the payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 will improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination and improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. ASU 2021-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted, including adoption in an interim period. The Company early adopted the guidance in the second quarter of fiscal 2022 and it did not have a material impact on its consolidated financial statements.

In August 2020, the FASB issued Accounting Standards Update 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting For Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features through equity. Without an initial allocation of proceeds to the conversion option, the debt will likely have a lower discount, thereby resulting in less noncash interest expense through accretion. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for such exception. ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas. ASU 2020-06 is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. This update permits the use of either the modified retrospective or fully retrospective method of transition.

The Company adopted ASU 2020-06 in the first quarter of fiscal 2022, however, it had no impact to the financial statements. In the second quarter of fiscal 2022, the stockholders of the Company approved an increase to the number of authorized shares of Common Stock, to an amount sufficient to settle the conversion of the 2026 Notes. As a result of the increase to the number of authorized shares of Common Stock, the Company reclassified the fair value of the embedded conversion derivative of $28.5 million and the fair value of the Notes Hedge of $28.5 million to additional paid-in capital in the second quarter of fiscal 2022. These equity components will not be remeasured provided the requirements to qualify for the scope exception in ASC 815-10-15-74(a) continue to be met.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The Company prospectively adopted this ASU 2019-12 in the first quarter of fiscal 2022 and it did not have a material impact on its consolidated financial statements.

Change in Significant Accounting Policy

The Company has consistently applied the accounting policies to all periods presented in its consolidated financial statements.

Recently Issued Accounting Pronouncements

No new accounting pronouncement issued or effective during the six months ended March 31, 2022 had, or is expected to have, a material impact on the Company’s consolidated financial statements.

Commitments and Contingencies - Maturity of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
2022—remaining	$ 1,085
2023	2,069
2024	1,738
2025	650
2026	643
2027	648
Thereafter	1,038
Total lease payments	7,871
Less: amount representing interest	(442)
Present value of future lease payments	$ 7,429	$ 8,500

Revenue Concentration	6 Months Ended
Revenue Concentration	Mar. 31, 2022
Risks and Uncertainties [Abstract]
REVENUE CONCENTRATION	11. REVENUE CONCENTRATION For the three months ended March 31, 2022, the Company derived revenue of $11.8 million from two customers, with such customers accounting for 19% and 15% of the Company’s total revenue, respectively. For the three months ended March 31, 2021, the Company derived revenue of $6.7 million from one customer, with such customer accounting for 23% of the Company’s total revenue. For the six months ended March 31, 2022, the Company derived revenue of $18.2 million from two customers, with such customers accounting for 17% and 10% of the Company’s total revenue, respectively. For the six months ended March 31, 2021, the Company derived revenue of $10.6 million from one customer, with such customer accounting for 19% of the Company’s total revenue. The corresponding accounts receivable balances of customers from which revenues were in excess of 10% of total revenue were $11.6 million and $3.8 million at March 31, 2022 and 2021, respectively. The Company’s revenue is derived primarily from sales by the Company to channel partners, including systems integrators and resellers, and end-users of licenses to sell products covered by the Company’s patented technologies. These contractual arrangements do not obligate the Company’s channel partners to order, purchase or distribute any fixed or minimum quantities of the Company’s products. In most cases, the channel partners purchase the license from the Company after they receive an order from an end-user. The channel partners receive orders from various individual end-users; therefore, the sale of a license to a channel partner may represent sales to multiple end-users. End-users can purchase the Company’s products through more than one channel partner. Revenues can fluctuate based on the timing of license renewals by channel partners. When a channel partner purchases or renews a license, the Company receives a license fee in consideration for the grant of a license to sell the Company’s products and there are no future payment obligations related to such agreement; therefore, the license fee the Company receives with respect to a particular license renewal in one period does not have a correlation with revenue in future periods. During the last several quarters, sales of licenses to one or more channel partners have comprised a significant part of the Company’s revenue. This is attributable to the timing of renewals or purchases of licenses and does not represent a dependence on any single channel partner. The Company believes that it is not dependent upon any single channel partner, even those from which revenues were in excess of 10% of the Company’s total revenue in a specific reporting period, and that the loss or termination of the Company’s relationship with any such channel partner would not have a material adverse effect on the Company’s future operations because either the Company or another channel partner could sell the Company’s products to the end-user that had purchased from the channel partner the Company lost. International sales accounted for approximately 26% of the Company’s total revenue in each of the three months ended March 31, 2022 and 2021, respectively. From a geographic perspective, approximately 66% and 24% of the Company’s total long-term assets as of March 31, 2022 and September 30, 2021, respectively, are associated with the Company’s international subsidiaries. From a geographic perspective, approximately 12% and 6% of the Company’s total long-term assets excluding goodwill and other intangible assets as of March 31, 2022 and September 30, 2021, respectively, are associated with the Company’s international subsidiaries.

Stockholders' Equity - Narrative (Details)		3 Months Ended		6 Months Ended		12 Months Ended
Stockholders' Equity - Narrative (Details)	Nov. 06, 2018 $ / shares shares	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) shares	Dec. 16, 2020 USD ($) $ / shares shares	Oct. 22, 2021 shares	Sep. 30, 2021 $ / shares shares	Jun. 15, 2021 USD ($)	Jan. 31, 2020 shares	Dec. 13, 2019 USD ($)	Feb. 28, 2019	Oct. 23, 2018 $ / right $ / shares shares	Mar. 07, 2018 shares	Mar. 10, 2017 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to outstanding stock options and RSUs \| $		$ 34,000,000		$ 34,000,000
Weighted average period for unrecognized compensation expense expected to be recognized (in years)				2 years 7 months 6 days
Purchase of common stock (in shares)		791,092		791,092				816,717
Recognized compensation expense \| $		$ 3,298,000	$ 2,968,000	$ 6,429,000	$ 5,715,000
Total intrinsic value of options exercised \| $				$ 200,000	$ 1,400,000
Options granted (in shares)				0	0
Amount authorized and approved under share repurchase program \| $									$ 15,000,000		$ 10,000,000
Amount of shares repurchased \| $		$ 4,700,000		$ 14,800,000		$ 1,000,000
Number of shares repurchased (in shares)		287,568		886,204		137,000
Average price of shares repurchased (in dollars per share) \| $ / shares		$ 16.29		$ 16.73		$ 7.33
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.001		$ 0.001				$ 0.001
Percentage of common stock outstanding for acquiring person under right agreement												4.90%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Discount rate from market price, purchase date				15.00%
Series B Preferred Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of preferred share purchase right for each share of common stock (in shares)													1
Preferred stock, share conversion ratio													0.001000
Preferred stock, par value (in dollars per share) \| $ / shares													$ 0.001
Preferred stock, purchase price per right (in dollars per right) \| $ / right													35.00
Preferred stock, redemption price per share (in dollars per share) \| $ / shares													$ 0.0001
Number of rights redeemed or exchanged (in shares)							0
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average period for unrecognized compensation expense expected to be recognized (in years)				2 years 7 months 6 days
Awards outstanding (in shares)		2,351,708		2,351,708				2,411,267
Recognized compensation expense \| $		$ 2,300,000	2,100,000	$ 4,600,000	$ 4,000,000
Unrecognized compensation expense related to nonvested awards \| $		$ 22,200,000		$ 22,200,000
Performance RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average period for unrecognized compensation expense expected to be recognized (in years)				2 years 7 months 6 days
Awards outstanding (in shares)		922,888		922,888				528,724
Recognized compensation expense \| $		$ 700,000	300,000	$ 1,200,000	600,000
Unrecognized compensation expense related to nonvested awards \| $		8,800,000		$ 8,800,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average period for unrecognized compensation expense expected to be recognized (in years)				1 year 7 months 6 days
Recognized compensation expense \| $		100,000	200,000	$ 300,000	400,000
Unrecognized compensation expense of stock options \| $		500,000		500,000
Performance options \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock reserved for future grants (in shares)	800,000
Recognized compensation expense \| $		$ 0	200,000	$ 100,000	400,000
Exercise price per share (in dollars per share) \| $ / shares	$ 9.50
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)										4,500,000
Number of common stock reserved for future grants (in shares)		1,643,289		1,643,289
2020 Plan \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards outstanding (in shares)		1,314,077		1,314,077
2020 Plan \| Performance RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards outstanding (in shares)		755,533		755,533
Prior Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)										107,903
Purchase of common stock (in shares)		481,303		481,303
Prior Plans \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards outstanding (in shares)		505,957		505,957
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)														1,000,000
Number of common stock reserved for future grants (in shares)		450,151		450,151
Issuance of common stock under employee stock purchase plan (in shares)				549,849
Recognized compensation expense \| $		$ 100,000	$ 200,000	$ 300,000	$ 300,000
ESPP \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Discount rate from market price, offering date				15.00%
Director Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)															1,500,000
Number of common stock reserved for future grants (in shares)		144,412		144,412
Director Plan \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Purchase of common stock (in shares)		259,513		259,513

Stockholders' Equity - RSU Activity (Details) - RSUs	6 Months Ended
Stockholders' Equity - RSU Activity (Details) - RSUs	Mar. 31, 2022 $ / shares shares
Number of Shares
Outstanding at beginning of period (in shares) \| shares	2,411,267
Granted (in shares) \| shares	911,383
Settled (in shares) \| shares	(796,390)
Canceled (in shares) \| shares	(174,552)
Outstanding at end of period (in shares) \| shares	2,351,708
Weighted-Average Fair Market Value Per Share
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 9.99
Granted (in dollars per share) \| $ / shares	16.65
Settled (in dollars per share) \| $ / shares	9.15
Canceled (in dollars per share) \| $ / shares	10.57
Outstanding at end of period (in dollars per share) \| $ / shares	$ 12.53

Commitments and Contingencies (Tables)

6 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Maturities of Operating Lease Liabilities

Maturities of operating lease liabilities as of March 31, 2022 were as follows (amounts shown in thousands):


	Operating leases
2022—remaining	$	1,085
2023	2,069
2024	1,738
2025	650
2026	643
2027	648
Thereafter	1,038
Total lease payments	7,871
Less: amount representing interest	(442)
Present value of future lease payments	$	7,429

Convertible Senior Notes - Interest Costs Recognized on 2026 Notes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Debt Instrument [Line Items]
Total interest expense recognized	$ 2,040	$ 1,319	$ 4,048	$ 1,319
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Contractual interest expense	302	172	595	172
Amortization of debt discount and issuance costs	1,738	1,147	3,453	1,147
Total interest expense recognized	$ 2,040	$ 1,319	$ 4,048	$ 1,319

Investments

6 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

INVESTMENTS

5. INVESTMENTS

The following tables summarize investments by type of security as of March 31, 2022 and September 30, 2021 (amounts shown in thousands):


March 31, 2022:	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Available-for-sale securities:
U.S. Treasury, short-term	$	2,000	$	—	$	(20)	$	1,980
Foreign government and agency securities, short-term	2,888		—		(38)		2,850

Corporate debt securities, short-term	33,446		—		(366)		33,080
U.S. Treasury, long-term	7,481		—		(215)		7,266


Corporate debt securities, long-term	24,743		—		(516)		24,227
Total	$	70,558	$	—	$	(1,155)	$	69,403


September 30, 2021:	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Available-for-sale securities:
U.S. Treasury, short-term	$	4,222	$	1	$	—	$	4,223
Asset-backed securities, short-term	4,812		1		(2)		4,811
Corporate debt securities, short-term	140,042		6		(25)		140,023
U.S. Treasury, long-term	6,996		1		(2)		6,995
Foreign government and agency securities, long-term	2,909		—		(1)		2,908
Corporate debt securities, long-term	38,184		3		(39)		38,148
Total	$	197,165	$	12	$	(69)	$	197,108

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 other income (expense), net in the consolidated statements of operations and comprehensive income (loss).

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 March 31, 2022 and September 30, 2021, 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 taxes, and are 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 each of the three and six months ended March 31, 2022 and 2021. There were $0.3 million of realized losses from the sale of available-for-sale securities during each of the three and six months ended March 31, 2022 and no realized gains or losses from the sale of available-for-sale securities during each of the three and six months ended March 31, 2021.

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 inputs 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.

The following tables represent the fair value hierarchy of the Company’s investments, convertible senior notes hedge, acquisition-related contingent consideration, and embedded conversion derivative as of March 31, 2022 and September 30, 2021, respectively (amounts shown in thousands):


March 31, 2022:	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments:
U.S. Treasury	$	1,980	$	1,980	$	—	$	—

Foreign government and agency securities	2,850		—		2,850		—
Corporate debt securities	33,080		—		33,080		—
Total short-term investments at fair value	37,910		1,980		35,930		—
Long-term investments:
U.S. Treasury	7,266		7,266		—		—


Corporate debt securities	24,227		—		24,227		—
Total long-term investments at fair value	31,493		7,266		24,227		—



Total assets at fair value	$	69,403	$	9,246	$	60,157	$	—
Liabilities:
Current liabilities:
Acquisition-related contingent consideration	$	10,790	$	—	$	—	$	10,790
Non-current liabilities:
Acquisition-related contingent consideration	5,200		—		—		5,200

Total liabilities at fair value	$	15,990	$	—	$	—	$	15,990


September 30, 2021:	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments:
U.S. Treasury	$	4,223	$	4,223	$	—	$	—
Asset-backed securities, short-term	4,811		—		4,811		—
Corporate debt securities	140,023		—		140,023		—
Total short-term investments at fair value	149,057		4,223		144,834		—
Long-term investments:
U.S. Treasury	6,995		6,995		—		—
Foreign government and agency securities	2,908		—		2,908		—
Corporate debt securities	38,148		—		38,148		—
Total long-term investments at fair value	48,051		6,995		41,056		—

Convertible senior notes hedge	48,208		—		48,208		—

Total assets at fair value	$	245,316	$	11,218	$	234,098	$	—
Liabilities:
Current liabilities:
Acquisition-related contingent consideration	$	11,050	$	—	$	—	$	11,050
Non-current liabilities:
Acquisition-related contingent consideration	5,720		—		—		5,720
Embedded conversion derivative	48,208		—		48,208		—
Total liabilities at fair value	$	64,978	$	—	$	48,208	$	16,770

•Level 1: Includes investments in U.S. Government and agency securities, which are valued based on recently executed transactions in the same or similar securities.

•Level 2: Convertible Senior Notes. On February 5, 2021, the Company issued the 2026 Notes as further described in Note 9. “Convertible Senior Notes.” Concurrently with the issuance of the 2026 Notes, the Company entered into the Notes Hedge and Warrant Transactions which in combination are intended to reduce the potential dilution from the conversion of the 2026 Notes. Initially, conversion of the 2026 Notes could only be settled in cash; however, following the increase in the Company’s authorized shares of Common Stock in the second quarter of fiscal 2022, which satisfied certain share reservation conditions, conversion of the 2026 Notes may be settled in cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. The embedded conversion derivative associated with the 2026 Notes previously meet the criteria for an embedded derivative liability which required bifurcation and separate accounting. The Notes Hedge was previously classified as a derivative asset on the Company’s consolidated balance sheet. Following the increase in the Company’s authorized shares of Common Stock in the second quarter of fiscal 2022, the Notes Hedge and embedded conversion derivative were reclassified to additional paid-in capital as the equity classification criteria is met. Changes in the fair value of these derivatives prior to being classified in equity were reflected in Other income (expense), net, in the Company’s consolidated statement of operations and comprehensive income (loss).

The fair value of the Notes Hedge and the embedded conversion derivative were estimated using a Black-Scholes model. Based on the fair value hierarchy, the Company classified the Notes Hedge and the embedded conversion derivative as Level 2 as significant inputs are observable, either directly or indirectly. The significant inputs and assumptions used in the models to calculate the fair value of the derivatives include the Common Stock price, exercise price of the derivatives, risk-free interest rate, volatility, annual coupon rate and remaining contractual term.

•Level 3: As of March 31, 2022, total acquisition-related contingent consideration of $10.8 million and $5.2 million is recorded in acquisition-related contingent consideration and other non-current liabilities, respectively, in the consolidated balance sheets. The following table includes a summary of the contingent consideration measured at fair value using significant unobservable inputs (Level 3) during the six months ended March 31, 2022 (amounts shown in thousands):


Balance at September 30, 2021	$	16,770

Expenses recorded due to changes in fair value	(780)



Balance at March 31, 2022	$	15,990

Business Combinations - Pro Forma Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Pro forma revenue	$ 37,635	$ 31,640	$ 72,090	$ 59,458
Pro forma net income (loss)	$ (2,314)	$ (511)	$ 3,626	$ 262

Business Combinations - Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 23, 2022	Sep. 30, 2021	May 28, 2021
Business Acquisition [Line Items]
Goodwill (restated)	$ 135,519		$ 63,096
ID R&D
Business Acquisition [Line Items]
Accounts receivable				$ 173
Property, plant, and equipment				114
Other current assets				147
Intangible assets				16,930
Goodwill (restated)				27,748
Current liabilities				(425)
Deferred revenue				0
Deferred income tax liabilities (restated)				(2,355)
Net assets acquired				$ 42,332
HooYu
Business Acquisition [Line Items]
Accounts receivable		$ 1,234
Property, plant, and equipment		243
Other current assets		630
Intangible assets		73,100
Goodwill (restated)		74,312
Current liabilities		(2,456)
Deferred revenue		(2,612)
Deferred income tax liabilities (restated)		(16,896)
Net assets acquired		$ 127,555

Stockholders' Equity - Stock-Based Compensation Expense Related to Stock Options and RSUs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense included in expenses	$ 3,298	$ 2,968	$ 6,429	$ 5,715
Cost of revenue
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense included in expenses	70	82	167	169
Selling and marketing
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense included in expenses	1,134	892	2,078	1,680
Research and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense included in expenses	868	777	1,804	1,517
General and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense included in expenses	$ 1,226	$ 1,217	$ 2,380	$ 2,349

Restatement

6 Months Ended

Mar. 31, 2022

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT

2. RESTATEMENT

The Company concluded it should restate its previously issued financial statements by amending its Quarterly Report on Form 10- Q for the quarterly period ended March 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2022, to record certain adjustments associated with its acquisition of HooYu Ltd (the “HooYu Acquisition”). The Company previously did not accrue for approximately $0.7 million of representations and warranty insurance, which should have been accrued for and fully expensed upon the effective date of the HooYu Acquisition, which was March 23, 2022. The Company also did not accrue for and expense $0.6 million of stamp duty tax related to the HooYu Acquisition during the quarterly period ended March 31, 2022. These two additional expenses during the quarter ended March 31, 2022 have a combined tax benefit of $0.4 million, which offsets these expenses and increases the Company’s deferred income tax asset by the same amount. Lastly, the Company incorrectly calculated the acquired deferred income tax liability and did not separately record $0.9 million of the acquired deferred income tax asset balance, which when netted with related deferred taxes resulted in an overstatement of deferred income tax liabilities by $1.4 million, which was previously improperly included in goodwill.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Q for the quarterly period ended March 31, 2022 (the “Affected Quarterly Period”). Therefore, the Company, in consultation with the Audit Committee of the Company’s Board of Directors, concluded that the Affected Quarterly Period should be restated to present the identified adjustments discussed above. As such, the Company is reporting these restatements to the period in this Form 10-Q/A.

The impact of the restatement on the Company’s financial statements is reflected in the following tables (in thousands, except share and per share amounts):

MITEK SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(amounts in thousands except share data)


	As of March 31, 2022
	As Previously Reported		Total Adjustments		As Restated
ASSETS
Current assets:
Cash and cash equivalents	$	23,984	$	—	$	23,984
Short-term investments	37,910		—		37,910
Accounts receivable, net	23,858		—		23,858
Contract assets	4,503		—		4,503
Prepaid expenses	2,409		—		2,409
Other current assets	1,849		—		1,849
Total current assets	94,513		—		94,513
Long-term investments	31,493		—		31,493
Property and equipment, net	3,938		—		3,938
Right-of-use assets	6,098		—		6,098
Intangible assets, net	96,364		—		96,364
Goodwill	136,889		(1,370)		135,519
Deferred income tax assets	10,572		431		11,003

Other non-current assets	5,292		—		5,292
Total assets	$	385,159	$	(939)	$	384,220
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,359	$	1,329	$	6,688
Accrued payroll and related taxes	8,271		—		8,271
Deferred revenue, current portion	9,700		—		9,700
Lease liabilities, current portion	1,944		—		1,944
Acquisition-related contingent consideration	10,790		—		10,790

Other current liabilities	3,469		—		3,469
Total current liabilities	39,533		1,329		40,862
Convertible senior notes	124,370		—		124,370

Deferred revenue, non-current portion	1,053		—		1,053
Lease liabilities, non-current portion	5,485		—		5,485
Deferred income tax liabilities	22,100		(1,370)		20,730
Other non-current liabilities	6,250		—		6,250
Total liabilities	198,791		(41)		198,750
Stockholders’ equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding	—		—		—
Common stock, $0.001 par value, 120,000,000 and 60,000,000 shares authorized, 44,344,361 and 44,168,745 issued and outstanding, as of March 31, 2022 and September 30, 2021, respectively	44		—		44
Additional paid-in capital	207,491		—		207,491
Accumulated other comprehensive loss	(5,170)		—		(5,170)
Accumulated deficit	(15,997)		(898)		(16,895)
Treasury stock, at cost, no shares and 7,773 shares as of March 31, 2022 and September 30, 2021, respectively	—		—		—
Total stockholders’ equity	186,368		(898)		185,470
Total liabilities and stockholders’ equity	$	385,159	$	(939)	$	384,220

MITEK SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(amounts in thousands except per share data)


	Three Months Ended March 31, 2022
	As Previously Reported		Total Adjustments		As Restated
Revenue
Software and hardware	$	19,280	$	—	$	19,280
Services and other	15,434		—		15,434
Total revenue	34,714		—		34,714
Operating costs and expenses
Cost of revenue—software and hardware	310		—		310
Cost of revenue—services and other	3,000		—		3,000
Selling and marketing	9,206		—		9,206
Research and development	8,236		—		8,236
General and administrative	6,073		—		6,073
Acquisition-related costs and expenses	3,056		1,329		4,385

Total operating costs and expenses	29,881		1,329		31,210
Operating income	4,833		(1,329)		3,504
Interest expense	2,040		—		2,040
Other income, net	(231)		—		(231)
Income before income taxes	2,562		(1,329)		1,233
Income tax provision	(651)		431		(220)
Net income	$	1,911	$	(898)	$	1,013
Net income per share—basic	$	0.04	$	(0.02)	$	0.02
Net income per share—diluted	$	0.04	$	(0.02)	$	0.02
Shares used in calculating net income per share—basic	44,775		—		44,775
Shares used in calculating net income per share—diluted	46,097		—		46,097
Comprehensive loss
Net income	$	1,911	$	(898)	$	1,013
Foreign currency translation adjustment	(1,862)		—		(1,862)
Unrealized loss on investments	(828)		—		(828)
Comprehensive loss	$	(779)	$	(898)	$	(1,677)


	Six Months Ended March 31, 2022
	As Previously Reported		Total Adjustments		As Restated
Revenue
Software and hardware	$	34,725	$	—	$	34,725
Services and other	32,461		—		32,461
Total revenue	67,186		—		67,186
Operating costs and expenses
Cost of revenue—software and hardware	688		—		688
Cost of revenue—services and other	5,978		—		5,978
Selling and marketing	17,644		—		17,644
Research and development	15,842		—		15,842
General and administrative	12,037		—		12,037
Acquisition-related costs and expenses	5,335		1,329		6,664

Total operating costs and expenses	57,524		1,329		58,853
Operating income	9,662		(1,329)		8,333
Interest expense	4,048		—		4,048
Other income, net	(96)		—		(96)
Income before income taxes	5,518		(1,329)		4,189
Income tax provision	(483)		431		(52)
Net income	$	5,035	$	(898)	$	4,137
Net income per share—basic	$	0.11	$	(0.02)	$	0.09
Net income per share—diluted	$	0.11	$	(0.02)	$	0.09
Shares used in calculating net income per share—basic	44,795		—		44,795
Shares used in calculating net income per share—diluted	46,206		—		46,206
Comprehensive income (loss)
Net income	$	5,035	$	(898)	$	4,137
Foreign currency translation adjustment	(3,129)		—		(3,129)
Unrealized loss on investments	(1,098)		—		(1,098)
Comprehensive income (loss)	$	808	$	(898)	$	(90)

MITEK SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(amounts in thousands)


	Six Months Ended March 31,
	As Previously Reported		Total Adjustments		2022 As Restated
Operating activities:
Net income	$	5,035	$	(898)	$	4,137
Adjustments to reconcile net income to net cash provided by operating activities:			—
Stock-based compensation expense	6,429		—		6,429

Amortization of intangible assets	4,525		—		4,525
Depreciation and amortization	555		—		555
Amortization of investment premiums & other	1,109		—		1,109
Accretion and amortization on debt securities	3,453		—		3,453
Net changes in estimated fair value of acquisition-related contingent consideration	(780)		—		(780)
Deferred taxes	(92)		(431)		(523)
Changes in assets and liabilities:			—
Accounts receivable	(6,171)		—		(6,171)
Contract assets	345		—		345
Other assets	498		—		498
Accounts payable	2,440		1,329		3,769
Accrued payroll and related taxes	(4,693)		—		(4,693)
Deferred revenue	(3,126)		—		(3,126)

Other liabilities	159		—		159
Net cash provided by operating activities	9,686		—		9,686
Investing activities:
Purchases of investments	(47,818)		—		(47,818)
Sales and maturities of investments	173,316		—		173,316
Acquisitions, net of cash acquired	(126,607)		—		(126,607)
Purchases of property and equipment	(634)		—		(634)
Net cash used in investing activities	(1,743)		—		(1,743)
Financing activities:




Proceeds from the issuance of equity plan common stock	1,128		—		1,128
Repurchases and retirements of common stock	(14,828)		—		(14,828)



Principal payments on other borrowings	(36)		—		(36)
Net cash provided by (used in) financing activities	(13,736)		—		(13,736)
Foreign currency effect on cash and cash equivalents	(535)		—		(535)
Net increase (decrease) in cash and cash equivalents	(6,328)		—		(6,328)
Cash and cash equivalents at beginning of period	30,312		—		30,312
Cash and cash equivalents at end of period	$	23,984	$	—	$	23,984
Supplemental disclosures of cash flow information:
Cash paid for interest	$	582	$	—	$	582
Cash paid for income taxes	$	597	$	—	$	597
Supplemental disclosures of non-cash investing and financing activities:
Reclassification of convertible senior notes hedge and embedded conversion derivative to additional paid-in capital	$	42,821	$	—	$	42,821
Unrealized holding gain (loss) on available-for-sale investments	$	(1,098)	$	—	$	(1,098)

Convertible Senior Notes - Carrying Value of 2026 Notes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Sep. 30, 2021	Feb. 05, 2021
Debt Instrument [Line Items]
2026 Notes embedded conversion derivative		$ 48,208
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Principal amount	$ 155,250	155,250
Less: unamortized discount and issuance costs, net of amortization	(30,880)	(34,332)
Carrying amount	124,370	120,918
Convertible Debt \| 2026 Notes \| Embedded conversion derivative
Debt Instrument [Line Items]
Less: unamortized discount and issuance costs, net of amortization	(30,900)
2026 Notes embedded conversion derivative	$ 0	$ 48,208	$ 33,200

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Beginning Balance (in shares) at Sep. 30, 2020		41,780,000
Beginning Balance at Sep. 30, 2020	$ 132,243	$ 42	$ 146,518		$ (13,994)	$ (323)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		260,000
Exercise of stock options	1,958		1,958
Settlement of restricted stock units (in shares)		935,000
Settlement of restricted stock units		$ 1	(1)
Issuance of common stock under employee stock purchase plan (in shares)		77,000
Issuance of common stock under employee stock purchase plan	792		792
Stock-based compensation expense	5,715		5,715
Sale of convertible senior notes warrants	23,909		23,909
Net income	3,186				3,186
Components of comprehensive income (loss):
Currency translation adjustment	112					112
Change in unrealized gain (loss) on investments	(186)					(186)
Ending Balance (in shares) at Mar. 31, 2021		43,052,000
Ending Balance at Mar. 31, 2021	167,729	$ 43	178,891		(10,808)	(397)
Beginning Balance (in shares) at Dec. 31, 2020		42,668,000
Beginning Balance at Dec. 31, 2020	141,753	$ 43	151,153		(11,827)	2,384
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		18,000
Exercise of stock options	69		69
Settlement of restricted stock units (in shares)		289,000
Settlement of restricted stock units	(1)		(1)
Issuance of common stock under employee stock purchase plan (in shares)		77,000
Issuance of common stock under employee stock purchase plan	793		793
Stock-based compensation expense	2,968		2,968
Sale of convertible senior notes warrants	23,909		23,909
Net income	1,019				1,019
Components of comprehensive income (loss):
Currency translation adjustment	(2,648)					(2,648)
Change in unrealized gain (loss) on investments	(133)					(133)
Ending Balance (in shares) at Mar. 31, 2021		43,052,000
Ending Balance at Mar. 31, 2021	$ 167,729	$ 43	178,891		(10,808)	(397)
Beginning Balance (in shares) at Sep. 30, 2021	44,168,745	44,169,000		(8,000)
Beginning Balance at Sep. 30, 2021	$ 192,830	$ 44	199,935	$ (140)	(6,066)	(943)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	25,625	25,000
Exercise of stock options	$ 206		206
Settlement of restricted stock units (in shares)		973,000
Settlement of restricted stock units		$ 1	(1)
Issuance of common stock under employee stock purchase plan (in shares)		71,000
Issuance of common stock under employee stock purchase plan	923		923
Stock-based compensation expense	6,429		6,429
Repurchases and retirement of common stock (in shares)		(894,000)		8,000
Repurchases and retirement of common stock	(14,828)	$ (1)	(1)	$ 140	(14,966)
Net income	4,137				4,137
Components of comprehensive income (loss):
Currency translation adjustment	(3,129)					(3,129)
Change in unrealized gain (loss) on investments	$ (1,098)					(1,098)
Ending Balance (in shares) at Mar. 31, 2022	44,344,361	44,344,000		0
Ending Balance at Mar. 31, 2022	$ 185,470	$ 44	207,491	$ 0	(16,895)	(5,170)
Beginning Balance (in shares) at Dec. 31, 2021		44,297,000
Beginning Balance at Dec. 31, 2021	187,429	$ 44	203,091		(13,226)	(2,480)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		16,000
Exercise of stock options	179		179
Settlement of restricted stock units (in shares)		248,000
Issuance of common stock under employee stock purchase plan (in shares)		71,000
Issuance of common stock under employee stock purchase plan	923		923
Stock-based compensation expense	3,298		3,298
Repurchases and retirement of common stock (in shares)		(288,000)
Repurchases and retirement of common stock	(4,682)				(4,682)
Net income	1,013				1,013
Components of comprehensive income (loss):
Currency translation adjustment	(1,862)					(1,862)
Change in unrealized gain (loss) on investments	$ (828)					(828)
Ending Balance (in shares) at Mar. 31, 2022	44,344,361	44,344,000		0
Ending Balance at Mar. 31, 2022	$ 185,470	$ 44	$ 207,491	$ 0	$ (16,895)	$ (5,170)

Commitments and Contingencies - Narrative (Details) ft² in Thousands, $ in Thousands, € in Millions																	1 Months Ended		2 Months Ended	3 Months Ended			6 Months Ended
	Apr. 15, 2022 USD ($)	Dec. 13, 2021 USD ($)	Aug. 27, 2021 petition	Jul. 21, 2021 petition	Mar. 31, 2021 patent	Dec. 04, 2020 patent	Nov. 17, 2020 petition	Sep. 30, 2020 patent	Jan. 10, 2020 USD ($) product patent	Nov. 06, 2019 USD ($) patent	Jul. 31, 2019 patent	Aug. 17, 2018 patent	Jul. 07, 2018 patent	Jul. 07, 2018 petition	Jun. 11, 2018 USD ($)	Jun. 11, 2018 EUR (€)	Mar. 31, 2021 petition	Sep. 30, 2020 patent petition	Nov. 30, 2021 patent petition	Mar. 31, 2022 USD ($) ft²	Mar. 31, 2021 USD ($)	Feb. 23, 2021 petition	Mar. 31, 2022 USD ($) ft²	Mar. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 19, 2020 USD ($)
Leases
Weighted average remaining lease term of operating leases (in years)																				5 years 2 months 12 days			5 years 2 months 12 days
Weighted average discount rate of operating leases																				3.20%			3.20%
ROU assets																				$ 6,098			$ 6,098		$ 7,056
ROU liabilities																				7,429			7,429		8,500
Lease liabilities, current portion																				1,944			1,944		1,943
Lease liabilities, non-current portion																				5,485			5,485		$ 6,588
Operating lease costs																				$ 500	$ 500		1,100	$ 1,100
Operating cash flows for operating leases paid																							$ 1,000
Maplebear, Inc., d/b/a Instacart \| Subscription to Mobile Verify Advance Service
Legal Proceedings
Annual commitment amount																										$ 1,200
Minimum
Leases
Remaining operating lease term (in years)																				1 year			1 year
Maximum
Leases
Remaining operating lease term (in years)																				8 years			8 years
Building
Leases
Office space subject to the lease (in square feet) \| ft²																				29			29
Pending Litigation \| General and administrative
Legal Proceedings
Legal fees																							$ 700
Pending Litigation \| UrbanFT
Legal Proceedings
Number of patents allegedly infringed \| patent											5
Number of patents infringed \| patent											2
Number of invalid patents \| patent											2
Number of patents not infringed \| patent											2
Pending Litigation \| Global Equity & Corporate Consulting, S.L. \| HooYu
Legal Proceedings
Contingency amount claimed															$ 900	€ 0.8
Pending Litigation \| USAA \| Wells Fargo
Legal Proceedings
Number of patents allegedly infringed									2	3		5	4	4				2
Number of patents infringed \| patent									1	1
Amount awarded in damages to other party									$ 102,000	$ 200,000
Number of patents dropped \| patent												2
Number of invalid patents \| patent												1
Number of products accused of patent infringement \| product									0
Number of patents instituted \| petition														3
Number of patents denied institution petition \| petition							4							1								4
Pending Litigation \| USAA \| PNC Bank
Legal Proceedings
Number of patents allegedly infringed \| patent					2	2		2										2
Number of invalid patents \| patent																			1
Number of patents denied institution petition \| petition			2	6													2		4
Pending Litigation \| UrbanFT \| Subsequent Event
Legal Proceedings
Compensatory damages awarded	$ 1,700
Pending Litigation \| Maplebear, Inc., d/b/a Instacart
Legal Proceedings
Contingency amount claimed		$ 2,000

Restatement - Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Operating activities:
Net income	$ 1,013	$ 1,019	$ 4,137	$ 3,186
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense			6,429	5,715
Amortization of intangible assets	2,400	1,700	4,525	3,352
Depreciation and amortization			555	774
Amortization of investment premiums & other			1,109	315
Accretion and amortization on debt securities			3,453	1,147
Net changes in estimated fair value of acquisition-related contingent consideration			(780)	0
Deferred taxes			(523)	(464)
Changes in assets and liabilities:
Accounts receivable			(6,171)	1,444
Contract assets			345	2,177
Other assets			498	(1,474)
Accounts payable			3,769	(1,047)
Accrued payroll and related taxes			(4,693)	(1,305)
Deferred revenue			(3,126)	2,379
Other liabilities			159	(138)
Net cash provided by operating activities			9,686	16,061
Investing activities:
Purchases of investments			(47,818)	(147,524)
Sales and maturities of investments			173,316	23,441
Acquisitions, net of cash acquired			(126,607)	0
Purchases of property and equipment			(634)	(660)
Net cash used in investing activities			(1,743)	(124,743)
Financing activities:
Proceeds from the issuance of equity plan common stock			1,128	2,751
Repurchases and retirements of common stock			(14,828)	0
Principal payments on other borrowings			(36)	(39)
Net cash provided by (used in) financing activities			(13,736)	142,635
Foreign currency effect on cash and cash equivalents			(535)	(4)
Net increase (decrease) in cash and cash equivalents			(6,328)	33,949
Cash and cash equivalents at beginning of period			30,312	19,986
Cash and cash equivalents at end of period	23,984	53,935	23,984	53,935
Supplemental disclosures of cash flow information:
Cash paid for interest			582	172
Cash paid for income taxes			597	373
Supplemental disclosures of non-cash investing and financing activities:
Reclassification of convertible senior notes hedge and embedded conversion derivative to additional paid-in capital			42,821	0
Unrealized holding loss on available for sale investments	(828)	$ (133)	(1,098)	$ (186)
As Previously Reported
Operating activities:
Net income	1,911		5,035
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense			6,429
Amortization of intangible assets			4,525
Depreciation and amortization			555
Amortization of investment premiums & other			1,109
Accretion and amortization on debt securities			3,453
Net changes in estimated fair value of acquisition-related contingent consideration			(780)
Deferred taxes			(92)
Changes in assets and liabilities:
Accounts receivable			(6,171)
Contract assets			345
Other assets			498
Accounts payable			2,440
Accrued payroll and related taxes			(4,693)
Deferred revenue			(3,126)
Other liabilities			159
Net cash provided by operating activities			9,686
Investing activities:
Purchases of investments			(47,818)
Sales and maturities of investments			173,316
Acquisitions, net of cash acquired			(126,607)
Purchases of property and equipment			(634)
Net cash used in investing activities			(1,743)
Financing activities:
Proceeds from the issuance of equity plan common stock			1,128
Repurchases and retirements of common stock			(14,828)
Principal payments on other borrowings			(36)
Net cash provided by (used in) financing activities			(13,736)
Foreign currency effect on cash and cash equivalents			(535)
Net increase (decrease) in cash and cash equivalents			(6,328)
Cash and cash equivalents at beginning of period			30,312
Cash and cash equivalents at end of period	23,984		23,984
Supplemental disclosures of cash flow information:
Cash paid for interest			582
Cash paid for income taxes			597
Supplemental disclosures of non-cash investing and financing activities:
Reclassification of convertible senior notes hedge and embedded conversion derivative to additional paid-in capital			42,821
Unrealized holding loss on available for sale investments	(828)		(1,098)
Total Adjustments
Operating activities:
Net income	(898)		(898)
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense			0
Amortization of intangible assets			0
Depreciation and amortization			0
Amortization of investment premiums & other			0
Accretion and amortization on debt securities			0
Net changes in estimated fair value of acquisition-related contingent consideration			0
Deferred taxes			(431)
Changes in assets and liabilities:
Accounts receivable			0
Contract assets			0
Other assets			0
Accounts payable			1,329
Accrued payroll and related taxes			0
Deferred revenue			0
Other liabilities			0
Net cash provided by operating activities			0
Investing activities:
Purchases of investments			0
Sales and maturities of investments			0
Acquisitions, net of cash acquired			0
Purchases of property and equipment			0
Net cash used in investing activities			0
Financing activities:
Proceeds from the issuance of equity plan common stock			0
Repurchases and retirements of common stock			0
Principal payments on other borrowings			0
Net cash provided by (used in) financing activities			0
Foreign currency effect on cash and cash equivalents			0
Net increase (decrease) in cash and cash equivalents			0
Cash and cash equivalents at beginning of period			0
Cash and cash equivalents at end of period	0		0
Supplemental disclosures of cash flow information:
Cash paid for interest			0
Cash paid for income taxes			0
Supplemental disclosures of non-cash investing and financing activities:
Reclassification of convertible senior notes hedge and embedded conversion derivative to additional paid-in capital			0
Unrealized holding loss on available for sale investments	$ 0		$ 0

Stockholders' Equity (Tables)

6 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of Stock-Based Compensation Expense Related to Stock Options and RSUs

The following table summarizes stock-based compensation expense related to RSUs, stock options, and ESPP shares, which was allocated as follows (amounts shown in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Cost of revenue	$	70	$	82	$	167	$	169
Selling and marketing	1,134		892		2,078		1,680
Research and development	868		777		1,804		1,517
General and administrative	1,226		1,217		2,380		2,349
Stock-based compensation expense included in expenses	$	3,298	$	2,968	$	6,429	$	5,715

Schedule of Stock Option Activity

The following table summarizes stock option activity under the Company’s equity plans during the six months ended March 31, 2022:


	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at September 30, 2021	816,717	$	7.42	5.8	$	9,046
Granted	—	$	—
Exercised	(25,625)	$	7.98
Canceled	—	$	—
Outstanding at March 31, 2022	791,092	$	7.41	5.4	5,747
Vested and Expected to Vest at March 31, 2022	791,092	$	7.41	5.4	5,747
Exercisable at March 31, 2022	662,498	$	6.98	5.1	5,094

Schedule of RSU Activity

The following table summarizes RSU activity under the Company’s equity plans during the six months ended March 31, 2022:


	Number of Shares	Weighted-Average Fair Market Value Per Share
Outstanding at September 30, 2021	2,411,267	$	9.99
Granted	911,383	16.65
Settled	(796,390)	9.15
Canceled	(174,552)	10.57
Outstanding at March 31, 2022	2,351,708	12.53

Schedule of Performance RSU Activity

The following table summarizes Performance RSU activity under the Company’s equity plans during the six months ended March 31, 2022:


	Number of Shares	Weighted-Average Fair Market Value Per Share
Outstanding at September 30, 2021	528,724	$	9.17
Granted	589,980	16.02
Settled	(176,864)	8.42
Canceled	(18,952)	12.84
Outstanding at March 31, 2022	922,888	13.62

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities:
Net income	$ 4,137	$ 3,186
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	6,429	5,715
Amortization of intangible assets	4,525	3,352
Depreciation and amortization	555	774
Amortization of investment premiums & other	1,109	315
Accretion and amortization on debt securities	3,453	1,147
Net changes in estimated fair value of acquisition-related contingent consideration	(780)	0
Deferred taxes	(523)	(464)
Changes in assets and liabilities:
Accounts receivable	(6,171)	1,444
Contract assets	345	2,177
Other assets	498	(1,474)
Accounts payable	3,769	(1,047)
Accrued payroll and related taxes	(4,693)	(1,305)
Deferred revenue	(3,126)	2,379
Other liabilities	159	(138)
Net cash provided by operating activities	9,686	16,061
Investing activities:
Purchases of investments	(47,818)	(147,524)
Sales and maturities of investments	173,316	23,441
Acquisitions, net of cash acquired	(126,607)	0
Purchases of property and equipment	(634)	(660)
Net cash used in investing activities	(1,743)	(124,743)
Financing activities:
Proceeds from the issuance of convertible senior notes	0	155,250
Payment for convertible senior notes issuance costs	0	(5,513)
Purchase of 2026 convertible senior notes hedge	0	(33,192)
Proceeds from issuance of convertible senior notes warrants	0	23,909
Proceeds from the issuance of equity plan common stock	1,128	2,751
Repurchases and retirements of common stock	(14,828)	0
Payment of acquisition-related contingent consideration	0	(782)
Proceeds from other borrowings	0	251
Principal payments on other borrowings	(36)	(39)
Net cash provided by (used in) financing activities	(13,736)	142,635
Foreign currency effect on cash and cash equivalents	(535)	(4)
Net increase (decrease) in cash and cash equivalents	(6,328)	33,949
Cash and cash equivalents at beginning of period	30,312	19,986
Cash and cash equivalents at end of period	23,984	53,935
Supplemental disclosures of cash flow information:
Cash paid for interest	582	172
Cash paid for income taxes	597	373
Supplemental disclosures of non-cash investing and financing activities:
Reclassification of convertible senior notes hedge and embedded conversion derivative to additional paid-in capital	42,821	0
Unrealized holding loss on available for sale investments	$ (1,098)	$ (186)

Business Combinations - Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands			6 Months Ended	12 Months Ended
	Mar. 23, 2022	May 28, 2021	Mar. 31, 2022	Sep. 30, 2021
Customer relationships
Acquired Indefinite-lived Intangible Assets [Line Items]
Amortization Period (in years)			4 years 8 months 12 days	4 years 7 months 6 days
Covenants not to compete
Acquired Indefinite-lived Intangible Assets [Line Items]
Amortization Period (in years)			3 years
ID R&D
Acquired Indefinite-lived Intangible Assets [Line Items]
Amount assigned		$ 16,930
ID R&D \| Completed technologies
Acquired Indefinite-lived Intangible Assets [Line Items]
Amortization Period (in years)		7 years
Amount assigned		$ 14,020
ID R&D \| Customer relationships
Acquired Indefinite-lived Intangible Assets [Line Items]
Amortization Period (in years)		3 years
Amount assigned		$ 2,540
ID R&D \| Trade name
Acquired Indefinite-lived Intangible Assets [Line Items]
Amortization Period (in years)		5 years
Amount assigned		$ 370
HooYu
Acquired Indefinite-lived Intangible Assets [Line Items]
Amount assigned	$ 73,100
HooYu \| Completed technologies
Acquired Indefinite-lived Intangible Assets [Line Items]
Amortization Period (in years)	7 years
Amount assigned	$ 61,400
HooYu \| Customer relationships
Acquired Indefinite-lived Intangible Assets [Line Items]
Amortization Period (in years)	5 years
Amount assigned	$ 5,000
HooYu \| Trade name
Acquired Indefinite-lived Intangible Assets [Line Items]
Amortization Period (in years)	5 years
Amount assigned	$ 6,100
HooYu \| Covenants not to compete
Acquired Indefinite-lived Intangible Assets [Line Items]
Amortization Period (in years)	3 years
Amount assigned	$ 600

Investments - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
Investments - Narrative (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021
Investments, Debt and Equity Securities [Abstract]
Other-than-temporary impairment charges recognized	$ 0	$ 0	$ 0	$ 0
Realized gains (losses) from sale of available-for-sale securities	(300,000)	$ 0	(300,000)	$ 0
Acquisition-related consideration, current	10,790,000		10,790,000		$ 11,050,000
Acquisition-related contingent consideration	$ 5,200,000		$ 5,200,000		$ 5,720,000

Goodwill and Intangible Assets - Changes in Goodwill (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 63,096
Acquisition of HooYu (as restated)	74,312
Foreign currency effect on goodwill	(1,889)
Ending balance	$ 135,519

Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021
Number of Shares
Outstanding at beginning of period (in shares)	816,717
Granted (in shares)	0	0
Exercised (in shares)	(25,625)
Canceled (in shares)	0
Outstanding at end of period (in shares)	791,092		816,717
Weighted-Average Exercise Price (in dollars per share)
Outstanding at beginning of period (in dollars per share)	$ 7.42
Granted (in dollars per share)	0
Exercised (in dollars per share)	7.98
Canceled (in dollars per share)	0
Outstanding at end of period (in dollars per share)	$ 7.41		$ 7.42
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Vested and Expected to Vest (in shares)	791,092
Exercisable (in shares)	662,498
Vested and Expected to Vest, Weighted Average Exercise Price (in dollars per share)	$ 7.41
Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 6.98
Outstanding, Weighted-Average Remaining Contractual Terms (in Years)	5 years 4 months 24 days		5 years 9 months 18 days
Vested and Expected to Vest, Weighted Average Remaining Contractual Term (in Years)	5 years 4 months 24 days
Exercisable, Weighted Average Remaining Contractual Term (in Years)	5 years 1 month 6 days
Outstanding, Aggregate Intrinsic Value	$ 5,747		$ 9,046
Vested and Expected to Vest, Aggregate Intrinsic Value	5,747
Exercisable, Aggregate Intrinsic Value	$ 5,094

Goodwill and Intangible Assets (Tables)

6 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table summarizes changes in the balance of goodwill during the six months ended March 31, 2022 (amounts shown in thousands):


Balance at September 30, 2021	$	63,096
Acquisition of HooYu (as restated)	74,312
Foreign currency effect on goodwill	(1,889)
Balance at March 31, 2022 (as restated)	$	135,519

Schedule of Intangible Assets

Intangible assets as of March 31, 2022 and September 30, 2021, respectively, are summarized as follows (amounts shown in thousands, except for years):


March 31, 2022:	Weighted Average Amortization Period	Cost		Accumulated Amortization		Net
Completed technologies	6.9 years	$	95,761	$	16,542	$	79,219
Customer relationships	4.7 years	25,168		15,012		10,156
Trade names	5.0 years	7,088		691		6,397
Covenants not to compete	3.0 years	600		8		592
Total intangible assets		$	128,617	$	32,253	$	96,364


September 30, 2021:	Weighted Average Amortization Period	Cost		Accumulated Amortization		Net
Completed technologies	6.6 years	$	34,361	$	13,311	$	21,050
Customer relationships	4.6 years	20,168		12,905		7,263
Trade names	4.7 years	988		567		421
Total intangible assets		$	55,517	$	26,783	$	28,734

Schedule of Estimated Future Amortization Expense

The estimated future amortization expense related to intangible assets for each of the five succeeding fiscal years is expected to be as follows (amounts shown in thousands):


	Estimated Future Amortization Expense
2022—remaining	$	9,869
2023	17,778
2024	15,513
2025	14,230
2026	12,972
Thereafter	26,002
Total	$	96,364

Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Sep. 30, 2021
Revenue from Contract with Customer [Abstract]
Contract assets, current	$ 4,503	$ 4,080
Contract assets, non-current	3,591	4,409
Contract liabilities (deferred revenue), current	9,700	10,381
Contract liabilities (deferred revenue), non-current	$ 1,053	$ 955

Income Taxes	6 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	8. INCOME TAXES The Company’s tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, management updates the estimate of the annual effective tax rate, and any changes in the annual effective tax rate are recorded in a cumulative adjustment in that quarter. The quarterly tax provision and quarterly estimate of the annual effective tax rate are subject to significant volatility due to several factors, including management’s ability to accurately predict the portion of income before income taxes in multiple jurisdictions, the tax effects of our stock-based compensation awards, and the effects of acquisitions and the integration of those acquisitions. The annual effective tax rate differs from the U.S. statutory rate primarily due to foreign and state taxes. For the three and six months ended March 31, 2022, the Company recorded an income tax provision of $0.2 million and $52,000, respectively, which yielded an effective tax rate of 18% and 1%, respectively. For the three and six months ended March 31, 2021, the Company recorded an income tax provision of $0.4 million and a benefit of $0.1 million, respectively, which yielded an effective tax rate of 29% and negative 4%, respectively. The difference between the U.S. federal statutory tax rate and the Company’s effective tax rate for the six months ended March 31, 2022 was primarily due to excess tax benefits resulting from the HooYu Acquisition, the vesting of restricted stock and the exercise of stock options as well as the impact of foreign and state taxes, and the impact of federal and state research and development credits on its tax provision.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

Stockholders' Equity

6 Months Ended

Mar. 31, 2022

Equity [Abstract]

STOCKHOLDERS' EQUITY

7. STOCKHOLDERS’ EQUITY

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to RSUs, stock options, and ESPP shares, which was allocated as follows (amounts shown in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Cost of revenue	$	70	$	82	$	167	$	169
Selling and marketing	1,134		892		2,078		1,680
Research and development	868		777		1,804		1,517
General and administrative	1,226		1,217		2,380		2,349
Stock-based compensation expense included in expenses	$	3,298	$	2,968	$	6,429	$	5,715

As of March 31, 2022, the Company had $34.0 million of unrecognized compensation expense related to outstanding stock options and RSUs expected to be recognized over a weighted-average period of approximately 2.6 years.

2020 Incentive Plan

In January 2020, the Company’s board of directors (the “Board”) adopted the Mitek Systems, Inc. 2020 Incentive Plan (the “2020 Plan”) upon the recommendation of the compensation committee of the Board. On March 4, 2020, the Company’s stockholders approved the 2020 Plan. The total number of shares of Common Stock reserved for issuance under the 2020 Plan is 4,500,000 shares plus such number of shares, not to exceed 107,903, as remained available for issuance under the 2002 Stock Option Plan, 2006 Stock Option Plan, 2010 Stock Option Plan, and 2012 Incentive Plan (collectively, the “Prior Plans”) as of January 17, 2020, plus any shares underlying awards under the Prior Plans that are terminated, forfeited, cancelled, expire unexercised or are settled in cash after January 17, 2020. As of March 31, 2022, (i) 1,314,077 RSUs and 755,533 Performance RSUs were outstanding under the 2020 Plan, (ii) 1,643,289 shares of Common Stock were reserved for future grants under the 2020 Plan, and (iii) stock options to purchase an aggregate of 481,303 shares of Common Stock and 505,957 RSUs were outstanding under the Prior Plans.

Employee Stock Purchase Plan

In January 2018, the Board adopted the ESPP. On March 7, 2018, the Company’s stockholders approved the ESPP. The total number of shares of Common Stock reserved for issuance thereunder is 1,000,000 shares. As of March 31, 2022, (i) 549,849 shares have been issued to participants pursuant to the ESPP and (ii) 450,151 shares of Common Stock were reserved for future purchases under the ESPP. The Company commenced the initial offering period on April 2, 2018. Subsequent offering periods commence semi-annually in February and August each year.

The ESPP enables eligible employees to purchase shares of Common Stock at a discount from the market price through payroll deductions, subject to certain limitations. Eligible employees may elect to participate in the ESPP only during an open enrollment period. The offering period immediately follows the open enrollment window, at which time ESPP contributions are withheld from the participant's regular paycheck. The ESPP provides for a 15% discount on the market value of the stock at the lower of the grant date price (first day of the offering period) and the purchase date price (last day of the offering period). The Company recognized $0.1 million and $0.2 million in stock-based compensation expense related to the ESPP in the three months ended March 31, 2022 and 2021, respectively. The Company recognized $0.3 million in stock-based compensation expense related to the ESPP in each of the six months ended March 31, 2022 and 2021.

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”). On March 10, 2017, the Company’s stockholders approved an amendment to the Director Plan to increase the number of shares of Common Stock available for future grants. The total number of shares of Common Stock reserved for issuance thereunder is 1,500,000 shares. As of March 31, 2022, (i) 259,513 RSUs were outstanding under the Director Plan and (ii) 144,412 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 six months ended March 31, 2022:


	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at September 30, 2021	816,717	$	7.42	5.8	$	9,046
Granted	—	$	—
Exercised	(25,625)	$	7.98
Canceled	—	$	—
Outstanding at March 31, 2022	791,092	$	7.41	5.4	5,747
Vested and Expected to Vest at March 31, 2022	791,092	$	7.41	5.4	5,747
Exercisable at March 31, 2022	662,498	$	6.98	5.1	5,094

The Company recognized $0.1 million and $0.2 million in stock-based compensation expense related to outstanding stock options during the three months ended March 31, 2022 and 2021, respectively. The Company recognized $0.3 million and $0.4 million in stock-based compensation expense related to outstanding stock options during the six months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had $0.5 million of unrecognized compensation expense related to outstanding stock options expected to be recognized over a weighted-average period of approximately 1.6 years.

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 six months ended March 31, 2022 and 2021 was $0.2 million and $1.4 million, respectively. There were no options granted during each of the six months ended March 31, 2022 or 2021.

Restricted Stock Units

The following table summarizes RSU activity under the Company’s equity plans during the six months ended March 31, 2022:


	Number of Shares	Weighted-Average Fair Market Value Per Share
Outstanding at September 30, 2021	2,411,267	$	9.99
Granted	911,383	16.65
Settled	(796,390)	9.15
Canceled	(174,552)	10.57
Outstanding at March 31, 2022	2,351,708	12.53

The cost of RSUs is determined using the fair value of Common Stock on the award date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $2.3 million and $2.1 million in stock-based compensation expense related to outstanding RSUs in the three months ended March 31, 2022 and 2021, respectively. The Company recognized $4.6 million and $4.0 million in stock-based compensation expense related to outstanding RSUs during the six months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had $22.2 million of unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of approximately 2.6 years.

Performance Restricted Stock Units

The following table summarizes Performance RSU activity under the Company’s equity plans during the six months ended March 31, 2022:


	Number of Shares	Weighted-Average Fair Market Value Per Share
Outstanding at September 30, 2021	528,724	$	9.17
Granted	589,980	16.02
Settled	(176,864)	8.42
Canceled	(18,952)	12.84
Outstanding at March 31, 2022	922,888	13.62

The cost of Performance RSUs is determined using a Monte Carlo simulation to estimate the fair value on the award date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $0.7 million and $0.3 million in stock-based compensation expense related to outstanding Performance RSUs in the three months ended March 31, 2022 and 2021, respectively. The Company recognized $1.2 million and $0.6 million in stock-based compensation expense related to outstanding Performance RSUs during the six months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had $8.8 million of unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of approximately 2.6 years.

Performance Options

On November 6, 2018, as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4), the Company’s Chief Executive Officer was granted performance options (the “Performance Options”) to purchase up to 800,000 shares of Common Stock at an exercise price of $9.50 per share, the closing market price for a share of Common Stock on the date of the grant. During the fiscal year ended September 30, 2021, the performance conditions were achieved and in November 2021, the time vesting condition was met and the performance options vested in full. The Company did not recognize any stock-based compensation expense related to outstanding Performance Options in the three months ended March 31, 2022, and recognized $0.2 million in three months ended March 31, 2021. The Company recognized $0.1 million and $0.4 million in stock-based compensation expense related to outstanding Performance Options during the six months ended March 31, 2022 and 2021, respectively.

Share Repurchase Program

On December 13, 2019, the Board authorized and approved a share repurchase program for up to $10 million of the currently outstanding shares of our Common Stock. The share repurchase program expired on December 16, 2020. Total purchases made under

the share repurchase program were $1.0 million or approximately 137,000 shares at an average price of $7.33. The purchases under the share repurchase program were made through open market trades.

On June 15, 2021, the Board authorized and approved a share repurchase program for up to $15 million of the currently outstanding shares of our Common Stock. The share repurchase program will expire on June 30, 2022. The timing, price and volume of repurchases will be based on market conditions, relevant securities laws and other factors. The repurchases may be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions or pursuant to a share repurchase trading plan. The program may be discontinued or amended at any time.

The Company made purchases of $4.7 million, or approximately 287,568 shares, during the three months ended March 31, 2022 at an average price of $16.29 per share. The Company made purchases of $14.8 million, or approximately 886,204 shares, during the six months ended March 31, 2022 at an average price of $16.73 per share and subsequently retired the shares. The share repurchase plan was completed during the second quarter of fiscal 2022.

Rights Agreement

On October 23, 2018, the Company entered into the Section 382 Rights Agreement (the “Rights Agreement”) and issued a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock payable on November 2, 2018 to the stockholders of record of such shares on that date. Each Right entitles the registered holder, under certain circumstances, to purchase from the Company one one-thousandth of a share of Series B Junior Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a price of $35.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement.

The Rights are not exercisable until the Distribution Date (as defined in the Rights Agreement). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.

At any time prior to the time any person becomes an Acquiring Person (as defined in the Rights Agreement), the Board may redeem the Rights in whole, but not in part, at a price of $0.0001 per Right (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

On February 28, 2019, the Company entered into an Amendment No. 1 to the Rights Agreement for the purpose of (i) modifying the definitions of “Beneficial Owner,” “Beneficially Own,” and “Beneficial Ownership” under the Rights Agreement to more closely align such definitions to the actual and constructive ownership rules under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”) or such similar provisions of the Tax Cuts and Jobs Act of 2017 and the rules and regulations promulgated thereunder, and (ii) adding an exemption request process for persons to seek an exemption from becoming an “Acquiring Person” under the Rights Agreement in the event such person wishes to acquire 4.9% or more of the Common Stock then outstanding.

The Rights expired on October 22, 2021 and no Rights were redeemed or exchanged.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Investments - Summary of Contingent Consideration Measured at Fair Value (Details) - Significant Unobservable Inputs (Level 3) - Contingent Consideration $ in Thousands	6 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	$ 16,770
Expenses recorded due to changes in fair value	(780)
Ending Balance	$ 15,990

Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2022—remaining	$ 9,869
2023	17,778
2024	15,513
2025	14,230
2026	12,972
Thereafter	26,002
Net	$ 96,364	$ 28,734

Revenue Recognition - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
Revenue Recognition - Narrative (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue recognized included in contract liability balance at the beginning of the period			$ 9,900,000	$ 7,900,000
Impairment losses recognized on contract costs			0	0
Selling and marketing
Disaggregation of Revenue [Line Items]
Contract costs included in selling and marketing expenses	$ 300,000	$ 300,000	700,000	$ 500,000
Other Current and Non-current Assets
Disaggregation of Revenue [Line Items]
Contract costs	$ 2,400,000		$ 2,400,000		$ 2,300,000

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Sep. 30, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	120,000,000	60,000,000
Common stock, shares issued (in shares)	44,344,361	44,168,745
Common stock, shares outstanding (in shares)	44,344,361	44,168,745
Treasury stock, at cost (in shares)	0	7,773

Convertible Senior Notes - Change in Fair Value of Embedded Conversion Derivative (Details) - Convertible Debt - 2026 Notes - Embedded conversion derivative $ in Thousands	6 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning Balance	$ 48,208
Remeasurement to fair value on March 3, 2022	(19,692)
Impact of increase of authorized shares of common stock on convertible senior notes hedge	(28,516)
Ending Balance	$ 0

Investments (Tables)

6 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Schedule of Investments by Type of Security

The following tables summarize investments by type of security as of March 31, 2022 and September 30, 2021 (amounts shown in thousands):


March 31, 2022:	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Available-for-sale securities:
U.S. Treasury, short-term	$	2,000	$	—	$	(20)	$	1,980
Foreign government and agency securities, short-term	2,888		—		(38)		2,850

Corporate debt securities, short-term	33,446		—		(366)		33,080
U.S. Treasury, long-term	7,481		—		(215)		7,266


Corporate debt securities, long-term	24,743		—		(516)		24,227
Total	$	70,558	$	—	$	(1,155)	$	69,403


September 30, 2021:	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Market Value
Available-for-sale securities:
U.S. Treasury, short-term	$	4,222	$	1	$	—	$	4,223
Asset-backed securities, short-term	4,812		1		(2)		4,811
Corporate debt securities, short-term	140,042		6		(25)		140,023
U.S. Treasury, long-term	6,996		1		(2)		6,995
Foreign government and agency securities, long-term	2,909		—		(1)		2,908
Corporate debt securities, long-term	38,184		3		(39)		38,148
Total	$	197,165	$	12	$	(69)	$	197,108

Schedule of Fair Value of Investments Measured on Recurring Basis


March 31, 2022:	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments:
U.S. Treasury	$	1,980	$	1,980	$	—	$	—

Foreign government and agency securities	2,850		—		2,850		—
Corporate debt securities	33,080		—		33,080		—
Total short-term investments at fair value	37,910		1,980		35,930		—
Long-term investments:
U.S. Treasury	7,266		7,266		—		—


Corporate debt securities	24,227		—		24,227		—
Total long-term investments at fair value	31,493		7,266		24,227		—



Total assets at fair value	$	69,403	$	9,246	$	60,157	$	—
Liabilities:
Current liabilities:
Acquisition-related contingent consideration	$	10,790	$	—	$	—	$	10,790
Non-current liabilities:
Acquisition-related contingent consideration	5,200		—		—		5,200

Total liabilities at fair value	$	15,990	$	—	$	—	$	15,990


September 30, 2021:	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments:
U.S. Treasury	$	4,223	$	4,223	$	—	$	—
Asset-backed securities, short-term	4,811		—		4,811		—
Corporate debt securities	140,023		—		140,023		—
Total short-term investments at fair value	149,057		4,223		144,834		—
Long-term investments:
U.S. Treasury	6,995		6,995		—		—
Foreign government and agency securities	2,908		—		2,908		—
Corporate debt securities	38,148		—		38,148		—
Total long-term investments at fair value	48,051		6,995		41,056		—

Convertible senior notes hedge	48,208		—		48,208		—

Total assets at fair value	$	245,316	$	11,218	$	234,098	$	—
Liabilities:
Current liabilities:
Acquisition-related contingent consideration	$	11,050	$	—	$	—	$	11,050
Non-current liabilities:
Acquisition-related contingent consideration	5,720		—		—		5,720
Embedded conversion derivative	48,208		—		48,208		—
Total liabilities at fair value	$	64,978	$	—	$	48,208	$	16,770

Schedule of Contingent Consideration Measured at Fair Value

The following table includes a summary of the contingent consideration measured at fair value using significant unobservable inputs (Level 3) during the six months ended March 31, 2022 (amounts shown in thousands):


Balance at September 30, 2021	$	16,770

Expenses recorded due to changes in fair value	(780)



Balance at March 31, 2022	$	15,990

The following table presents the fair value and the change in fair value for the embedded conversion derivative (in thousands):


Embedded conversion derivative
Fair value as of September 30, 2021	$	48,208
Remeasurement to fair value on March 3, 2022	(19,692)
Impact of increase of authorized shares of common stock on convertible senior notes hedge	(28,516)
Fair value as of March 31, 2022	$	—

The remeasurement of the embedded conversion derivative to fair value on March 3, 2022 was offset by the remeasurement of the Notes Hedge. See details of the remeasurement of the Notes Hedge below.

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021
Goodwill and Intangible Assets [Line Items]
Goodwill	$ 135,519		$ 135,519		$ 63,096
Amortization of intangible assets	$ 2,400	$ 1,700	$ 4,525	$ 3,352
Minimum
Goodwill and Intangible Assets [Line Items]
Estimated useful lives of intangible assets (in years)			2 years
Maximum
Goodwill and Intangible Assets [Line Items]
Estimated useful lives of intangible assets (in years)			7 years

Revenue Recognition

6 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

3. REVENUE RECOGNITION

Nature of Goods and Services

The following is a description of principal activities from which the Company generates its revenue. Contracts with customers are evaluated on a contract-by-contract basis as contracts may include multiple types of goods and services as described below.

Software and Hardware

Software and hardware revenue is generated from on-premise software license sales, as well as sales of hardware scanner boxes and on-premise appliance products. For software license agreements that are distinct, the Company recognizes software license revenue upon delivery and after evidence of a contract exists. Hardware revenue is recognized in the period that the hardware is shipped.

Services and Other

Services and other revenue is generated from the sale of transactional SaaS products and services, maintenance associated with the sale of software and hardware, and consulting and professional services. The Company recognizes services and other revenue over the period in which such services are performed. The Company’s model typically includes an up-front fee and a periodic commitment from the customer that commences upon completion of the implementation through the remainder of the customer life. The up-front fee is the initial setup fee, or the implementation fee. The periodic commitment includes, but is not limited to, a fixed periodic fee and/or a transactional fee based on system usage that exceeds committed minimums. If the up-front fee is not distinct, revenue is deferred until the date the customer commences use of the Company’s services, at which point the up-front fee is recognized ratably over the life of the customer arrangement. The Company does not view the signing of the contract or the provision of initial setup services as discrete earnings events that are distinct.

Significant Judgments in Application of the Guidance

The Company uses the following methods, inputs, and assumptions in determining amounts of revenue to recognize:

Identification of Performance Obligations

For contracts that contain multiple performance obligations, which include combinations of software licenses, maintenance, and services, the Company accounts for individual goods or services as a separate performance obligation if they are distinct. The good or service is distinct if the good or service is separately identifiable from other items in the arrangement and if a customer can benefit from it on its own or with other resources that are readily available to the customer. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation.

Determination of Transaction Price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. The Company includes any fixed charges within its contracts as part of the total transaction price. To the extent that variable consideration is not constrained, the Company includes an estimate of the variable amount, as appropriate, within the total transaction price and updates its assumptions over the duration of the contract. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

Assessment of Estimates of Variable Consideration

Many of the Company’s contracts with customers contain some component of variable consideration; however, the constraint will generally not result in a reduction in the estimated transaction price for most forms of variable consideration. The Company may constrain the estimated transaction price in the event of a high degree of uncertainty as to the final consideration amount owed because of an extended length of time over which the fees may be adjusted or due to uncertainty surrounding collectability.

Allocation of Transaction Price

The transaction price, including any discounts, is allocated between separate goods and services in a contract that contains multiple performance obligations based on their relative standalone selling prices. The standalone selling prices are based on the prices at which the Company separately sells each good or service. For items that are not sold separately, the Company estimates the standalone selling prices using available information such as market conditions and internally approved pricing guidelines. In instances where there are observable selling prices for professional services and support and maintenance, the Company may apply the residual approach to estimate the standalone selling price of software licenses. In certain situations, primarily transactional SaaS revenue described above, the Company allocates variable consideration to a series of distinct goods or services within a contract. The Company allocates variable payments to one or more, but not all, of the distinct goods or services or to a series of distinct goods or services in a contract when (i) the variable payment relates specifically to the Company’s efforts to transfer the distinct good or service and (ii) the variable payment is for an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to its customer.

Disaggregation of Revenue

The following table presents the Company's revenue disaggregated by major product category (amounts in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Major product category
Deposits software and hardware	$	16,066	$	12,134	$	29,695	$	22,888
Deposits services and other	5,239		5,063		10,660		9,924
Deposits revenue	21,305		17,197		40,355		32,812
Identity verification software and hardware	3,214		879		5,030		2,427
Identity verification services and other	10,195		10,697		21,801		19,509
Identity verification revenue	13,409		11,576		26,831		21,936
Total revenue	$	34,714	$	28,773	$	67,186	$	54,748

Software and hardware revenue is generated from on-premise software license sales, as well as sales of hardware scanner boxes and on-premise appliance products. Services and other revenue is generated from the sale of transactional SaaS products and services, maintenance associated with the sale of software and hardware, and consulting and professional services.

Contract Balances

The following table provides information about contract assets and contract liabilities from contracts with customers (amounts in thousands):


	March 31, 2022		September 30, 2021
Contract assets, current	$	4,503	$	4,080
Contract assets, non-current	3,591		4,409
Contract liabilities (deferred revenue), current	9,700		10,381
Contract liabilities (deferred revenue), non-current	1,053		955

Contract assets, reported within current assets and other non-current assets in the consolidated balance sheets, primarily result from revenue being recognized when a license is delivered and payments are made over time. Contract liabilities primarily relate to advance consideration received from customers (deferred revenue), for which transfer of control occurs, and therefore revenue is recognized as services are provided. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period. The Company recognized $9.9 million and $7.9 million of revenue during the six months ended March 31, 2022 and 2021, respectively, which was included in the contract liability balance at the beginning of each such period.

Contract Costs

Contract costs included in other current and non-current assets on the consolidated balance sheets totaled $2.4 million and $2.3 million as of March 31, 2022 and September 30, 2021, respectively. Contract costs are amortized based on the transfer of goods or services to which the asset relates. The amortization period also considers expected customer lives and whether the asset relates to goods or services transferred under a specific anticipated contract. These costs are included in selling and marketing expenses in the consolidated statement of operations and comprehensive income (loss) and totaled $0.3 million during each of the three months ended March 31, 2022 and 2021, and $0.7 million and $0.5 million during the six months ended March 31, 2022 and 2021, respectively. There were no impairment losses recognized during both the six months ended March 31, 2022 and 2021 related to capitalized contract costs.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Investments - Summary of Investments by Type of Security (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Sep. 30, 2021
Schedule Of Available For Sale Securities [Line Items]
Cost	$ 70,558	$ 197,165
Gross Unrealized Gains	0	12
Gross Unrealized Losses	(1,155)	(69)
Short-term investments:	37,910	149,057
Long-term investments:	31,493	48,051
Fair Market Value	69,403	197,108
U.S. Treasury
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, short-term	2,000	4,222
Amortized cost, long-term	7,481	6,996
Gross Unrealized Gains, short-term	0	1
Gross Unrealized Gains, long-term	0	1
Gross Unrealized Losses, short-term	(20)	0
Gross Unrealized Losses, long-term	(215)	(2)
Short-term investments:	1,980	4,223
Long-term investments:	7,266	6,995
Foreign government and agency securities
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, short-term	2,888
Amortized cost, long-term		2,909
Gross Unrealized Gains, short-term	0
Gross Unrealized Gains, long-term		0
Gross Unrealized Losses, short-term	(38)
Gross Unrealized Losses, long-term		(1)
Short-term investments:	2,850
Long-term investments:		2,908
Asset-backed securities
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, short-term		4,812
Gross Unrealized Gains, short-term		1
Gross Unrealized Losses, short-term		(2)
Short-term investments:		4,811
Corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, short-term	33,446	140,042
Amortized cost, long-term	24,743	38,184
Gross Unrealized Gains, short-term	0	6
Gross Unrealized Gains, long-term	0	3
Gross Unrealized Losses, short-term	(366)	(25)
Gross Unrealized Losses, long-term	(516)	(39)
Short-term investments:	33,080	140,023
Long-term investments:	$ 24,227	$ 38,148

Convertible Senior Notes (Tables)

6 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Carrying Values of Company's 2026 Notes

The carrying values of the Company’s 2026 Notes are as follows (in thousands):


2026 Notes:	March 31, 2022		September 30, 2021
Principal amount	$	155,250	$	155,250
Less: unamortized discount and issuance costs, net of amortization	(30,880)		(34,332)
Carrying amount	$	124,370	$	120,918
2026 Notes embedded conversion derivative	$	—	$	48,208

Schedule of Changes in Fair Value of Embedded Conversion Derivative


Balance at September 30, 2021	$	16,770

Expenses recorded due to changes in fair value	(780)



Balance at March 31, 2022	$	15,990

The following table presents the fair value and the change in fair value for the embedded conversion derivative (in thousands):


Embedded conversion derivative
Fair value as of September 30, 2021	$	48,208
Remeasurement to fair value on March 3, 2022	(19,692)
Impact of increase of authorized shares of common stock on convertible senior notes hedge	(28,516)
Fair value as of March 31, 2022	$	—

The remeasurement of the embedded conversion derivative to fair value on March 3, 2022 was offset by the remeasurement of the Notes Hedge. See details of the remeasurement of the Notes Hedge below.

Schedule of Interest Costs Recognized Related to 2026 Notes

The following table presents the total amount of interest cost recognized relating to the 2026 Notes (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Contractual interest expense	$	302	$	172	$	595	$	172
Amortization of debt discount and issuance costs	1,738		1,147		3,453		1,147
Total interest expense recognized	$	2,040	$	1,319	$	4,048	$	1,319

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Convertible Senior Notes - Narrative (Details)		3 Months Ended		6 Months Ended		14 Months Ended
Convertible Senior Notes - Narrative (Details)	Feb. 05, 2021 USD ($) shares tradingDay $ / shares	Mar. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($) shares	Mar. 31, 2022 USD ($) shares	Sep. 30, 2021 USD ($)	Feb. 28, 2021 USD ($)	Feb. 02, 2021 $ / shares
Debt Instrument [Line Items]
Payment costs related to hedge transactions				$ 0	$ 33,192,000
Embedded conversion derivative								$ 48,208,000
Senior notes hedge balance		$ 0		0		$ 0	$ 0	48,208,000
Increase in additional paid-in-capital for sale or warrants			$ 23,909,000		$ 23,909,000
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Debt issued	$ 155,300,000								$ 155,300,000
Debt interest rate	0.75%								0.75%
Debt conversion ratio (per $1,000 principal amount)	0.0479731000
Debt conversion price (in dollars per share) \| $ / shares	$ 20.85
Conversion price premium percentage										37.50%
Proceeds from debt offerings, net of discounts, commissions and expenses	$ 149,700,000
Debt issuance costs	$ 5,500,000
Remaining unamortized debt discount		30,880,000		30,880,000		30,880,000	30,880,000	34,332,000
Convertible Debt \| 2026 Notes \| Common Stock
Debt Instrument [Line Items]
Share price (in dollars per share) \| $ / shares										$ 15.16
Convertible Debt \| 2026 Notes \| During any calendar quarter commencing after the calendar quarter ending on June 30, 2021
Debt Instrument [Line Items]
Debt conversion price percentage	130.00%
Trading days in period (in days) \| tradingDay	20
Consecutive trading days in period (in days) \| tradingDay	30
Convertible Debt \| 2026 Notes \| Measurement period
Debt Instrument [Line Items]
Debt conversion price percentage	98.00%
Consecutive trading days in period (in days) \| tradingDay	5
Convertible Debt \| 2026 Notes \| Embedded conversion derivative
Debt Instrument [Line Items]
Payment costs related to hedge transactions	$ 9,300,000
Embedded conversion derivative	33,200,000	0		0		0	0	$ 48,208,000
Value of remaining embedded derivative allocated to host contract	$ 116,500,000
Derivative interest rate	6.71%
Remaining unamortized debt discount		$ 30,900,000		$ 30,900,000		$ 30,900,000	$ 30,900,000
Remaining debt discount amortization period (in years)	3 years 9 months 18 days
Convertible Debt \| Additional Notes
Debt Instrument [Line Items]
Option period to purchase additional notes (in days)	13 days
Additional aggregate principal amount purchased	$ 20,250,000
Convertible Debt \| Notes Hedge
Debt Instrument [Line Items]
Debt conversion price (in dollars per share) \| $ / shares	$ 20.85
Conversion price premium percentage										75.00%
Number of shares that can initially be converted into common stock (in shares) \| shares	7,400,000
Strike price of warrants (in dollar per share) \| $ / shares	$ 26.53
Senior notes hedge balance	$ 33,200,000
Shares purchased under the notes hedge (in shares) \| shares						0
Increase in additional paid-in-capital for sale or warrants	$ 23,900,000
Warrants exercised (in shares) \| shares							0
Warrants outstanding (in shares) \| shares		0		0		0	0
Convertible Debt \| Notes Hedge \| Observation period
Debt Instrument [Line Items]
Consecutive trading days in period (in days) \| tradingDay	80
Incremental dilution of earnings per share of warrants (in shares) \| shares		0

Revenue Recognition (Tables)

6 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents the Company's revenue disaggregated by major product category (amounts in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Major product category
Deposits software and hardware	$	16,066	$	12,134	$	29,695	$	22,888
Deposits services and other	5,239		5,063		10,660		9,924
Deposits revenue	21,305		17,197		40,355		32,812
Identity verification software and hardware	3,214		879		5,030		2,427
Identity verification services and other	10,195		10,697		21,801		19,509
Identity verification revenue	13,409		11,576		26,831		21,936
Total revenue	$	34,714	$	28,773	$	67,186	$	54,748

Schedule of Contract Balances

The following table provides information about contract assets and contract liabilities from contracts with customers (amounts in thousands):


	March 31, 2022		September 30, 2021
Contract assets, current	$	4,503	$	4,080
Contract assets, non-current	3,591		4,409
Contract liabilities (deferred revenue), current	9,700		10,381
Contract liabilities (deferred revenue), non-current	1,053		955

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020
Current assets:
Cash and cash equivalents	$ 23,984		$ 30,312
Short-term investments	37,910		149,057
Accounts receivable, net	23,858		16,602
Contract assets	4,503		4,080
Prepaid expenses	2,409		1,920
Other current assets	1,849		2,085
Total current assets	94,513		204,056
Long-term investments	31,493		48,051
Property and equipment, net	3,938		3,671
Right-of-use assets	6,098		7,056
Intangible assets, net	96,364		28,734
Goodwill	135,519		63,096
Deferred income tax assets	11,003		10,511
Convertible senior notes hedge	0		48,208
Other non-current assets	5,292		6,310
Total assets	384,220		419,693
Current liabilities:
Accounts payable	6,688		2,507
Accrued payroll and related taxes	8,271		11,776
Deferred revenue, current portion	9,700		10,381
Lease liabilities, current portion	1,944		1,943
Acquisition-related contingent consideration	10,790		11,050
Other current liabilities	3,469		1,552
Total current liabilities	40,862		39,209
Convertible senior notes	124,370		120,918
Embedded conversion derivative	0		48,208
Deferred revenue, non-current portion	1,053		955
Lease liabilities, non-current portion	5,485		6,588
Deferred income tax liabilities	20,730		4,117
Other non-current liabilities	6,250		6,868
Total liabilities	198,750		226,863
Stockholders’ equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding	0		0
Common stock, $0.001 par value, 120,000,000 and 60,000,000 shares authorized, 44,344,361 and 44,168,745 issued and outstanding, as of March 31, 2022 and September 30, 2021, respectively	44		44
Additional paid-in capital	207,491		199,935
Accumulated other comprehensive loss	(5,170)		(943)
Accumulated deficit	(16,895)		(6,066)
Treasury stock, at cost, no shares and 7,773 shares as of March 31, 2022 and September 30, 2021, respectively	0		(140)
Total stockholders’ equity	185,470	$ 187,429	192,830	$ 167,729	$ 141,753	$ 132,243
Total liabilities and stockholders’ equity	$ 384,220		$ 419,693

Restatement - Balance Sheet (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020
Current assets:
Cash and cash equivalents	$ 23,984		$ 30,312
Short-term investments	37,910		149,057
Accounts receivable, net	23,858		16,602
Contract assets	4,503		4,080
Prepaid expenses	2,409		1,920
Other current assets	1,849		2,085
Total current assets	94,513		204,056
Long-term investments	31,493		48,051
Property and equipment, net	3,938		3,671
Right-of-use assets	6,098		7,056
Intangible assets, net	96,364		28,734
Goodwill	(135,519)		(63,096)
Deferred income tax assets	11,003		10,511
Other non-current assets	5,292		6,310
Total assets	384,220		419,693
Current liabilities:
Accounts payable	6,688		2,507
Accrued payroll and related taxes	8,271		11,776
Contract liabilities (deferred revenue), current	9,700		10,381
Lease liabilities, current portion	1,944		1,943
Acquisition-related contingent consideration	10,790		11,050
Other current liabilities	3,469		1,552
Total current liabilities	40,862		39,209
Convertible senior notes	124,370		120,918
Embedded conversion derivative	0		48,208
Deferred revenue, non-current portion	1,053		955
Lease liabilities, non-current portion	5,485		6,588
Deferred income tax liabilities	20,730		4,117
Other non-current liabilities	6,250		6,868
Total liabilities	198,750		226,863
Stockholders’ equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding	0		0
Common stock, $0.001 par value, 120,000,000 and 60,000,000 shares authorized, 44,344,361 and 44,168,745 issued and outstanding, as of March 31, 2022 and September 30, 2021, respectively	44		44
Additional paid-in capital	207,491		199,935
Accumulated other comprehensive loss	(5,170)		(943)
Accumulated deficit	(16,895)		(6,066)
Treasury stock, at cost, no shares and 7,773 shares as of March 31, 2022 and September 30, 2021, respectively	0		(140)
Total stockholders’ equity	185,470	$ 187,429	192,830	$ 167,729	$ 141,753	$ 132,243
Total liabilities and stockholders’ equity	$ 384,220		$ 419,693
Preferred stock, par value (in dollars per share)	$ 0.001		$ 0.001
Preferred stock, shares authorized (in shares)	1,000,000		1,000,000
Preferred stock, shares issued (in shares)	0		0
Preferred stock, shares outstanding (in shares)	0		0
Common stock, par value (in dollars per share)	$ 0.001		$ 0.001
Common stock, shares authorized (in shares)	120,000,000		60,000,000
Common stock, shares outstanding (in shares)	44,344,361		44,168,745
Common stock, shares issued (in shares)	44,344,361		44,168,745
Treasury stock, at cost (in shares)	0		7,773
As Previously Reported
Current assets:
Cash and cash equivalents	$ 23,984
Short-term investments	37,910
Accounts receivable, net	23,858
Contract assets	4,503
Prepaid expenses	2,409
Other current assets	1,849
Total current assets	94,513
Long-term investments	31,493
Property and equipment, net	3,938
Right-of-use assets	6,098
Intangible assets, net	96,364
Goodwill	(136,889)
Deferred income tax assets	10,572
Other non-current assets	5,292
Total assets	385,159
Current liabilities:
Accounts payable	5,359
Accrued payroll and related taxes	8,271
Contract liabilities (deferred revenue), current	9,700
Lease liabilities, current portion	1,944
Acquisition-related contingent consideration	10,790
Other current liabilities	3,469
Total current liabilities	39,533
Convertible senior notes	124,370
Deferred revenue, non-current portion	1,053
Lease liabilities, non-current portion	5,485
Deferred income tax liabilities	22,100
Other non-current liabilities	6,250
Total liabilities	198,791
Stockholders’ equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding	0
Common stock, $0.001 par value, 120,000,000 and 60,000,000 shares authorized, 44,344,361 and 44,168,745 issued and outstanding, as of March 31, 2022 and September 30, 2021, respectively	44
Additional paid-in capital	207,491
Accumulated other comprehensive loss	(5,170)
Accumulated deficit	(15,997)
Treasury stock, at cost, no shares and 7,773 shares as of March 31, 2022 and September 30, 2021, respectively	0
Total stockholders’ equity	186,368
Total liabilities and stockholders’ equity	385,159
Total Adjustments
Current assets:
Cash and cash equivalents	0
Short-term investments	0
Accounts receivable, net	0
Contract assets	0
Prepaid expenses	0
Other current assets	0
Total current assets	0
Long-term investments	0
Property and equipment, net	0
Right-of-use assets	0
Intangible assets, net	0
Goodwill	1,370
Deferred income tax assets	431
Other non-current assets	0
Total assets	(939)
Current liabilities:
Accounts payable	1,329
Accrued payroll and related taxes	0
Contract liabilities (deferred revenue), current	0
Lease liabilities, current portion	0
Acquisition-related contingent consideration	0
Other current liabilities	0
Total current liabilities	1,329
Convertible senior notes	0
Deferred revenue, non-current portion	0
Lease liabilities, non-current portion	0
Deferred income tax liabilities	(1,370)
Other non-current liabilities	0
Total liabilities	(41)
Stockholders’ equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding	0
Common stock, $0.001 par value, 120,000,000 and 60,000,000 shares authorized, 44,344,361 and 44,168,745 issued and outstanding, as of March 31, 2022 and September 30, 2021, respectively	0
Additional paid-in capital	0
Accumulated other comprehensive loss	0
Accumulated deficit	(898)
Treasury stock, at cost, no shares and 7,773 shares as of March 31, 2022 and September 30, 2021, respectively	0
Total stockholders’ equity	(898)
Total liabilities and stockholders’ equity	$ (939)

Convertible Senior Notes

6 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

CONVERTIBLE SENIOR NOTES

9. CONVERTIBLE SENIOR NOTES

The carrying values of the Company’s 2026 Notes are as follows (in thousands):


2026 Notes:	March 31, 2022		September 30, 2021
Principal amount	$	155,250	$	155,250
Less: unamortized discount and issuance costs, net of amortization	(30,880)		(34,332)
Carrying amount	$	124,370	$	120,918
2026 Notes embedded conversion derivative	$	—	$	48,208

In February 2021, the Company issued $155.3 million aggregate principal amount of the 2026 Notes (including the Additional

Notes, as defined below). The 2026 Notes are senior unsecured obligations of the Company. The 2026 Notes were issued pursuant to an Indenture, dated February 5, 2021 (the “Indenture”), between the Company and UMB Bank, National Association, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the 2026 Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the 2026 Notes become automatically due and payable. The Company granted the initial purchasers of the 2026 Notes (collectively, the “Initial Purchasers”) a 13-day option to purchase up to an additional $20.25 million aggregate principal amount of the 2026 Notes (the “Additional Notes”), which was exercised in full. The 2026 Notes were purchased in a transaction that was completed on February 5, 2021.

The 2026 Notes will mature on February 1, 2026, unless earlier redeemed, repurchased or converted. The 2026 Notes will bear interest from February 5, 2021 at a rate of 0.750% per year payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021. The 2026 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding August 1, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of Common Stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Common Stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Common Stock. On or after August 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash and, if applicable at the Company’s election, shares of the Common Stock, based on the applicable conversion rate(s); provided that the Company will be required to settle conversions solely in cash unless and until the Company reserves such amount of shares of the Common Stock for future issuance as required pursuant to the Indenture that governs the 2026 Notes. The conversion rate for the 2026 Notes will initially be 47.9731 shares of the Common Stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $20.85 per share of the Common Stock. The initial conversion price of the 2026 Notes represents a premium of approximately 37.5% to the $15.16 per share last reported sale price of the Common Stock on February 2, 2021. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.

The net proceeds from this offering were approximately $149.7 million, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses related to the offering. The Company used approximately $9.3 million of the net proceeds from the offering to pay the cost of the Notes Hedge (as defined below) (after such cost is partially offset by the proceeds from the Warrant Transactions described below). The Initial Purchasers exercised their option to purchase Additional Notes in full in February 2021and the Company used a portion of the net proceeds from the sale of such Additional Notes to enter into additional Notes Hedges (after such cost is partially offset by the proceeds from the additional Warrant Transactions) with the Option Counterparties (as defined below). The Company intends to use the remainder of the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures, and potential acquisitions and strategic transactions.

As of March 31, 2022, the number of authorized and unissued shares of Common Stock that are not reserved for other purposes is sufficient to settle the 2026 Notes into equity. Accordingly, the Company may settle conversions of notes through payment or delivery, as the case may be, of cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election.

In accounting for the issuance of the 2026 Notes, the conversion option of the 2026 Notes was deemed an embedded derivative requiring bifurcation from the 2026 Notes (“host contract”) and separate accounting as an embedded derivative liability, as a result of the Company not having the necessary number of authorized but unissued shares of its Common Stock available to settle the conversion option of the 2026 Notes in shares. The proceeds from the 2026 Notes are first allocated to the embedded derivative liability and the remaining proceeds are then allocated to the host contract. On February 5, 2021, the fair value of the embedded derivative liability representing the conversion option was $33.2 million and the remaining $116.5 million was allocated to the host

contract. The difference between the principal amount of the 2026 Notes and the fair value of the host contract (the “debt discount”) is amortized to interest expense using the effective interest method over the term of the 2026 Notes.

As of March 31, 2022, the embedded conversion derivative is included in additional paid-in capital in the consolidated balance sheets and will not be remeasured provided the requirements to qualify for the scope exception in ASC 815-10-15-74(a) continue to be met.

The following table presents the fair value and the change in fair value for the embedded conversion derivative (in thousands):


Embedded conversion derivative
Fair value as of September 30, 2021	$	48,208
Remeasurement to fair value on March 3, 2022	(19,692)
Impact of increase of authorized shares of common stock on convertible senior notes hedge	(28,516)
Fair value as of March 31, 2022	$	—

The remeasurement of the embedded conversion derivative to fair value on March 3, 2022 was offset by the remeasurement of the Notes Hedge. See details of the remeasurement of the Notes Hedge below.

Debt issuance costs for the issuance of the 2026 Notes were approximately $5.5 million, consisting of initial purchasers' discount and other issuance costs. In accounting for the transaction costs, the Company allocated the total amount incurred to the 2026 Notes. Transaction costs were recorded as debt issuance cost (presented as contra debt in the consolidated balance sheet) and are being amortized using the effective interest method to interest expense over the term of the 2026 Notes.

The following table presents the total amount of interest cost recognized relating to the 2026 Notes (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Contractual interest expense	$	302	$	172	$	595	$	172
Amortization of debt discount and issuance costs	1,738		1,147		3,453		1,147
Total interest expense recognized	$	2,040	$	1,319	$	4,048	$	1,319

The derived effective interest rate on the 2026 Notes host contract was determined to be 6.71%, which remains unchanged from

the date of issuance. The remaining unamortized debt discount was $30.9 million as of March 31, 2022, and will be amortized over approximately 3.8 years.

Convertible Senior Notes Hedge and Warrants

In connection with the pricing of the 2026 Notes, the Company entered into the Notes Hedge with Bank of America, N.A., Jefferies International Limited and Goldman Sachs & Co. LLC (the “Option Counterparties”). The Notes Hedge provided the Company with the option to acquire, on a net settlement basis, approximately 7.4 million shares of Common Stock at a strike price of $20.85, which is equal to the number of shares of Common Stock that notionally underlie and corresponds to the conversion price of the 2026 Notes. The Company also entered into Warrant Transactions with the Option Counterparties relating to the same number of shares of the Common Stock, subject to customary anti-dilution adjustments. The strike price of the Warrant Transactions is $26.53 per share, which represents a 75.0% premium to the last reported sale price of the Common Stock on The NASDAQ Capital Market on February 2, 2021, and is subject to certain adjustments under the terms of the Warrant Transactions.

The Company was initially required to settle the Notes Hedge in cash, as they did not qualify for the scope exception for contracts involving an issuer’s own equity in ASC 815 and were accounted for as a derivative asset. Upon initial purchase, the Notes Hedge was recorded in our consolidated balance sheets in convertible senior notes hedge at $33.2 million. The Company adopted ASU 2020-06 in the first quarter of fiscal 2022, however, it had no impact to the financial statements. In the second quarter of fiscal 2022, the stockholders of the Company approved an increase to the number of authorized shares of Common Stock, to an amount sufficient to settle the conversion of the 2026 Notes. As a result of the increase to the number of authorized shares of Common Stock, the Company reclassified the Notes Hedge to additional paid-in capital.

As of March 31, 2022, the Notes Hedge is included in additional paid-in capital in the consolidated balance sheet and will not be remeasured provided the requirements to qualify for the scope exception in ASC 815-10-15-74(a) continue to be met and the Company had not purchased any shares under the Notes Hedge.

As a result of the Warrant Transactions, the Company is required to recognize incremental dilution of earnings per share to the extent the average share price is over $26.53 for any fiscal quarter. During the three months ended March 31, 2022, there was no dilution of earnings per share. The Warrant Transactions expire over a period of 80 trading days commencing on May 1, 2026 and may be settled in net shares of Common Stock or net cash at the Company’s election. Upon initial sale, the Warrant Transactions were recorded as an increase in additional paid-in capital within stockholders’ equity of $23.9 million. As of March 31, 2022, the Warrant Transactions had not been exercised and remained outstanding.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-Name Accounting Standards Codification
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Nature of Operations and Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Net income	$ 1,013	$ 1,019	$ 4,137	$ 3,186
Weighted-average shares outstanding - basic (in shares)	44,775	43,138	44,795	42,835
Common stock equivalents (in shares)	1,322	1,416	1,411	1,532
Weighted-average shares outstanding - diluted (in shares)	46,097	44,554	46,206	44,367
Net income per share:
Basic (in dollars per share)	$ 0.02	$ 0.02	$ 0.09	$ 0.07
Diluted (in dollars per share)	$ 0.02	$ 0.02	$ 0.09	$ 0.07

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Commitments and Contingencies

6 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

Leases

The Company’s principal executive offices, as well as its research and development facility, are located in approximately 29,000 square feet of office space in San Diego, California and the term of the lease continues through June 30, 2024. The Company’s other offices are located in Paris, France; Amsterdam, The Netherlands; New York, New York; Barcelona, Spain; London, United Kingdom; and St. Petersburg, Russia. Other than the lease for office space in San Diego, California, the Company does not believe that the leases for the offices are material to the Company. The Company believes its existing properties are in good condition and are sufficient and suitable for the conduct of its business.

The Company’s leases have remaining terms of one to eight years. Certain leases contain renewal options for varying periods, which are at the Company’s sole discretion. For leases where the Company is reasonably certain to exercise a renewal option, such option periods have been included in the determination of the Company’s right-of-use (“ROU”) assets and lease liabilities. As of March 31, 2022, the weighted-average remaining lease term for the Company’s operating leases was 5.2 years and the weighted-average discount rate was 3.2%.

Lease liabilities expected to be paid within one year are recorded in current liabilities in the consolidated balance sheets. All other lease liabilities are recorded in non-current liabilities in the consolidated balance sheets. As of March 31, 2022, the Company had operating ROU assets of $6.1 million. As of March 31, 2022, total operating lease liabilities of $7.4 million were comprised of current lease liabilities of $1.9 million and non-current lease liabilities of $5.5 million. As of September 30, 2021, the Company had operating ROU assets of $7.1 million. As of September 30, 2021, total operating lease liabilities of $8.5 million were comprised of current lease liabilities of $1.9 million and non-current lease liabilities of $6.6 million.

The Company recognized $0.5 million of operating lease costs in each of the three months ended March 31, 2022 and 2021. The Company recognized $1.1 million of operating lease costs in each of the six months ended March 31, 2022 and 2021. Operating lease costs are included within cost of revenue, selling and marketing, research and development, and general and administrative expenses, dependent upon the nature and use of the ROU asset, in the Company’s consolidated statement of operations and comprehensive income (loss).

The Company paid $1.0 million in operating cash flows for operating leases in the six months ended March 31, 2022.

Maturities of operating lease liabilities as of March 31, 2022 were as follows (amounts shown in thousands):


	Operating leases
2022—remaining	$	1,085
2023	2,069
2024	1,738
2025	650
2026	643
2027	648
Thereafter	1,038
Total lease payments	7,871
Less: amount representing interest	(442)
Present value of future lease payments	$	7,429

Legal Proceedings

Claim Against ICAR

On June 11, 2018, a claim was filed before the Juzgado de Primera Instancia number 5 of Barcelona, Spain, the first instance court in the Spanish civil procedure system, against ICAR. The claim, also directed to Mr. Xavier Codó Grasa, former controlling shareholder of ICAR and its current General Manager, was brought by the Spanish company Global Equity & Corporate Consulting, S.L. for the alleged breach by ICAR of a services agreement entered into in the context of the sale of the shares in ICAR to Mitek Holding B.V., a wholly owned subsidiary of the Company. ICAR responded to the claim on September 7, 2018. After several delays as a consequence of the COVID-19 pandemic, on March 3, 2022 the trial was held. The next procedural step will be the issuance of a judgment by the Juzgado de Primera Instancia number 5 of Barcelona.

The amount claimed is €0.8 million (or $0.9 million), plus the interest accrued during the court proceedings.

Pursuant and subject to the terms of the sale and purchase agreement concerning the acquisition of the shares in ICAR, Mitek Holding B.V. is to be indemnified in respect of any damages suffered by ICAR and/or Mitek Holding B.V. in respect of this claim.

Third Party Claims Against Our Customers

The Company receives indemnification demands from end-user customers who received third party patentee offers to license patents and allegations of patent infringement. Some of the offers and allegations have resulted in ongoing litigation. The Company is not a party to any such litigation. License offers to and infringement allegations against the Company’s end-customers were made by Lighthouse Consulting Group, LLC; Lupercal, LLC; Pebble Tide, LLC; Dominion Harbor Group, LLC; and IP Edge, LLC, which appear to be non-practicing entities (“NPEs”)—often called “patent trolls”—and not the Company’s competitors. These NPEs may seek to extract settlements from our end-customers, resulting in new or renewed indemnification demands to the Company. At this time, the Company does not believe it is obligated to indemnify any customers or end-customers resulting from license offers or patent infringement allegations by the companies listed above. However, the Company could incur substantial costs if it is determined that it is required to indemnify any customers or end-customers in connection with these offers or allegations. Given the potential for impact to other customers and the industry, the Company is actively monitoring the offers, allegations and any resulting litigation.

On July 7, 2018, United Services Automobile Association (“USAA”) filed a lawsuit against Wells Fargo Bank, N.A. (“Wells Fargo”) in the Eastern District of Texas alleging that Wells Fargo’s remote deposit capture systems (which in part utilize technology provided by the Company to Wells Fargo through a partner) infringe four USAA owned patents related to mobile deposits (the “First Wells Lawsuit”). On August 17, 2018, USAA filed a second lawsuit (the “Second Wells Lawsuit” and together with the First Wells Lawsuit, the “Wells Lawsuits”) against Wells Fargo in the Eastern District of Texas asserting that an additional five patents owned by USAA were infringed by Wells Fargo’s remote deposit capture system. In neither lawsuit was the Company named in the Complaint as an infringer nor at any time did USAA allege specifically that the Company’s products by themselves infringed any of the asserted patents. Subsequently, on November 6, 2019, a jury in the First Wells Lawsuit found that Wells Fargo willfully infringed at least one of the Subject Patents (as defined below) and awarded USAA $200 million in damages. In the Second Wells Lawsuit, USAA dropped two of the patents from the litigation, and the judge in the case found that one of the remaining three patents was invalid. On January 10, 2020, a jury in the Second Wells Lawsuit found that Wells Fargo willfully infringed at least one of the patents at issue in that case and awarded USAA $102 million in damages. No Mitek product was accused of infringing either of the two patents in question in the Second Wells Lawsuit as the litigation involved broad banking processes and not Mitek’s specific mobile deposit features. USAA and Wells Fargo subsequently reached a settlement, and on April 1, 2021 the Court granted the parties’ joint motion and stipulation of dismissal of the Wells Lawsuits with prejudice.

Wells Fargo filed petitions for Inter Partes Review (“IPR”) with the Patent Trial and Appeal Board (“PTAB”) challenging the validity of the four patents in the First Wells Lawsuit. Three of those four petitions were instituted, while one (relating to the ‘090 Patent) was denied institution. On November 24, 2020 and January 26, 2021, the PTAB issued final written decisions determining that Wells Fargo had not demonstrated by a preponderance of the evidence that any claims of the U.S. Patent Nos. 8,977,571 (“the ’571 Patent”), 8,699,779 (“the ’779 Patent”), or ‘9,336,517 (“the ’517 Patent”) were unpatentable.

On September 30, 2020, USAA filed suit against PNC Bank (the “First PNC Lawsuit”) in the Eastern District of Texas alleging infringement of U.S. Patent Nos. 10,482,432 and 10,621,559. These two patents are continuations of an asserted patent in the Second Wells Lawsuit and relate to similar subject matter. On October 19, 2020, PNC Bank’s integration partner, NCR Corporation, sent an indemnification demand to the Company requesting indemnification from all claims related to the First PNC Lawsuit. The complaint against PNC does not claim that any Company product infringes any of the asserted patents. At this time, the Company does not believe it is obligated to indemnify NCR Corporation or end-users of NCR Corporation resulting from the patent infringement allegations by USAA. On December 4, 2020, USAA filed an amended complaint against PNC Bank also asserting two patents at issue in the First Wells Lawsuit—the ’779 Patent and the ’571 Patent. Also on December 4, 2020, PNC Bank filed a complaint for declaratory judgement of non-infringement of the ’779 Patent and the ’571 Patent in the Western District of Pennsylvania (“PNC DJ Action”). On January 19, 2021, USAA filed a motion to dismiss the PNC DJ Action in view of the pending lawsuit between the parties in the Eastern District of Texas. On February 2, 2021, NCR Corporation sent a second indemnification demand to the

Company requesting indemnification of the claims described in the amended complaint. On March 31, 2021, USAA filed another suit against PNC Bank in the Eastern District of Texas alleging infringement of two patents from the Second Wells Lawsuit, U.S. Patent Nos. 10,013,605 and 10,013,681 (the “Second PNC Lawsuit”). On June 1, 2021, the Western District of Pennsylvania court stayed the PNC DJ Action in view of the earlier-filed action between USAA and PNC in the Eastern District of Texas. On July 7, 2021, USAA filed a third lawsuit against PNC Bank (the “Third PNC Lawsuit” and together with the First PNC Lawsuit and the Second PNC Lawsuit, the “PNC Lawsuits”) asserting infringement of U.S. Patents 10,769,598; 10,402,638; and 9,224,136. A jury trial has been set for the PNC Lawsuits in May 2022.

While neither the Wells Lawsuits nor the PNC Lawsuits name the Company as a defendant, given (among other factors) the Company’s prior history of litigation with USAA and the continued use of the Company’s products by its customers, on November 1, 2019, the Company filed a complaint in the U.S. District Court for the Northern District of California seeking declaratory judgment that its products do not infringe the ’779 Patent, the ’571 Patent, the ’517 Patent, and U.S. Patent No. 9,818,090 (“the ’090 Patent”) (collectively, the “Subject Patents”). On January 15, 2020, USAA filed motions requesting the dismissal of the declaratory judgement of the Subject Patents and transfer of the case to the Eastern District of Texas, both of which the Company opposed. On April 21, 2020, the Court in the Northern District of California transferred the Company’s declaratory judgement action to the Eastern District of Texas and did not rule on USAA’s motion to dismiss. On April 28, 2021, the Court in the Eastern District of Texas granted USAA’s motion to dismiss the Company’s declaratory judgment action on jurisdictional grounds. The Court’s ruling did not address the merits of the Company’s claim of non-infringement. The Company appealed the ruling on the motion to dismiss and the decision to transfer the declaratory judgment action from California to Texas to the U.S. Court of Appeals for the Federal Circuit. The Federal Circuit heard oral argument on the Company’s appeal on April 4, 2022. The Company continues to believe that its products do not infringe the Subject Patents and will vigorously defend the right of its end-users to use its technology.

In April, May, and June 2020, the Company filed petitions for IPR with the PTAB of the U.S. Patent & Trademark Office challenging the validity of the Subject Patents. On November 6 and 17, 2020, the PTAB decided to exercise its discretion and deny institution of the four petitions due to the alleged relationship between the Company and Wells Fargo, who previously filed petitions for IPR on the Subject Patents. The PTAB did not address the merits of the Company’s petitions or the prior art cited in those petitions. The Company continues to believe that the prior art cited in the petitions renders all the claims of the Subject Patents invalid. On each of December 6, 2020, December 17, 2020, and February 23, 2021, the Company filed requests for rehearing and Precedential Opinion Panel (“POP”) review of the four denied IPR petitions. The Patent Office denied the requests for rehearing and for POP review.

In September 2020, the Company filed an additional two petitions for IPR with the U.S. Patent & Trademark Office challenging the validity of U.S. Patent Nos. 10,013,681 (“the ‘681 Patent”) and 10,013,605 (“the ‘605 Patent”)—two of the patents at issue in the Second Wells Lawsuit. In March 2021, the PTAB decided not to institute the two petitions.

On July 7, July 14, and July 21, 2021, PNC Bank filed six additional petitions for IPR with the U.S. Patent & Trademark Office challenging the validity of the ’779 Patent, the ’571 Patent, the ‘559 Patent, and U.S Patent No. 10,482,432 (“the ‘432 Patent”). On August 27, 2021, PNC filed two additional petitions for IPR challenging the validity of the ‘681 Patent and the ‘605 Patent. In October and November of 2021, PNC Bank filed four more petitions for IPR challenging the validity of the ‘638 Patent, the ‘136 Patent, and the ‘598 Patent. The Patent Office denied institution with respect to the petitions challenging the ‘432 Patent, the ‘605 Patent, the ‘681 Patent, and the ‘638 Patent, but instituted inter partes review on the petitions relating to the ‘779 Patent, the ‘571 Patent, and the ‘559 Patent—finding a reasonable likelihood that at least one challenged patent claim was invalid. Decisions from the Patent Office whether to institute the remaining petitions for IPRs are expected in May 2022.

On August 16, 2021, USAA filed suit against BBVA USA (“BBVA”) in the Eastern District of Texas alleging infringement of the same patents at issue in the PNC Lawsuits. While Mitek’s IPR petitions were mentioned in the complaint, Mitek was not named as a defendant or mentioned in connection with any alleged infringement. BBVA then sent Mitek an indemnification demand on September 7, 2021. For the same reasons discussed above in connection with PNC, the Company does not believe it is obligated to indemnify BBVA.

The Company incurred legal fees of $0.7 million in the six months ended March 31, 2022 related to third party claims against our customers. Such fees are included in general and administrative expenses in the consolidated statement of operations and comprehensive income (loss).

Claim Against UrbanFT, Inc.

On July 31, 2019, the Company filed a lawsuit against one of its customers, UrbanFT, Inc. (“UrbanFT”) in the United States District Court for the Southern District of California (case No. 19-CV-1432-CAB-DEB). UrbanFT was delinquent in payment and attempted to justify its non-payment by asserting that the Company is or may be infringing on purported UrbanFT patents. The Company filed such lawsuit to collect the delinquent payments and to obtain a declaratory judgment of non-infringement of five purported UrbanFT patents. UrbanFT filed an answer and later asserted infringement of two of the five patents-at-issue in the Company’s lawsuit against UrbanFT. The Company thereafter filed counterclaims seeking a declaration that the two patents asserted by UrbanFT were invalid in addition to not being infringed. During the course of the litigation, the Company learned that a judgment

had been entered against UrbanFT’s affiliates and its predecessor owner in which an Oregon court ordered that the patents in issue revert to a prior owner, Mr. Stevens, because UrbanFT’s affiliates did not pay the purchase price owed to the prior owner. On September 8, 2020, the Company filed a motion for summary judgment on its breach of contract claim. On September 15, 2020, the District Court issued an order to show cause regarding jurisdiction over patent issues in light of the Oregon judgment. On December 17, 2020, the District Court dismissed Mitek’s claims for declaratory judgment of non-infringement and UrbanFT’s counterclaims for patent infringement and related affirmative defenses based on infringement of the patents for lack of subject matter jurisdiction because UrbanFT does not own the patents. The District Court then dismissed the remaining state law claims without prejudice to refiling in state court.

On December 18, 2020, the Company filed a new suit against UrbanFT in the Superior Court of the State of California, County of San Diego (case no. 37-2020-00046670-CU-BC-CTL) asserting claims for breach of contract, open book account, and monetary damages. UrbanFT filed an answer and did not assert any cross-claims. The Company filed a motion for summary judgment which was heard on April 15, 2022. The Court granted the Company’s motion and awarded the Company compensatory damages of $1.7 million. The Company intends to also seek recovery of its attorneys’ fees and costs. The time for UrbanFT to appeal the judgment has not yet lapsed and as such, no amounts have been recorded in the financial statements as of March 31, 2022.

Claim Against Maplebear, Inc (dba Instacart):

On December 13, 2021, Mitek filed a lawsuit against Mapleabear Inc., d/b/a Instacart (“Maplebear”), in California Superior Court – San Diego County (Case No, 37-2021-00052089-CU-BC-CTL). Mitek is alleging breach of contract, breach of the implied covenant, and requesting over $2.0 million in damages.

On August, 3, 2018 Maplebear entered into a Master Services Agreement (the “Master Services Agreement”) with Mitek agreeing to purchase a subscription to Mitek’s Mobile Verify Advanced service. On June 19, 2020, the parties entered into a second Order Form in connection with the Master Services Agreement. The Order Form has a term of June 18, 2020 to December 31, 2023 and calls for an annual commitment of $1.2 million. On September 23, 2021, Maplebear sent a letter to Mitek purporting to outline breaches under the Master Services Agreement. Mitek responded on November 11, 2021, refuting Maplebear’s claims and offering to engage in further discussions. Maplebear thereafter sent a Notice of Termination of the Master Services Agreement dated November 24, 2021.

The Parties participated in mediation on March 15, 2022. The mediation did not result in the resolution of the case and, following mediation, the Parties stipulated that Maplebear’s response to Mitek’s complaint would be due on April 27, 2022. In lieu of filing a response to the complaint, Maplebear elected to file a Motion to Transfer Venue, which Mitek will oppose. The Court has scheduled a Case Management Conference for May 20, 2022 and has not yet set a trial date. The hearing for the Motion to Transfer is presently scheduled for October 14, 2022.

Other Legal Matters

In addition to the foregoing, the Company is subject to various claims and legal proceedings arising in the ordinary course of its business. The Company accrues for such liabilities when it is both (i) probable that a loss has occurred and (ii) the amount of the loss can be reasonably estimated in accordance with ASC 450, Contingencies. While any legal proceeding has an element of uncertainty, the Company believes that the disposition of any legal proceedings that the Company and management are currently aware of, in the aggregate, will not have a material effect on the Company’s financial condition or results of operations.

Nature of Operations and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Potentially Dilutive Common Shares Excluded from Calculation of Net Income per Share


	Three Months Ended March 31,		Six Months Ended March 31,
	2022	2021	2022	2021
Stock options	467	556	452	634
RSUs	914	1,371	1,241	1,238
ESPP common stock equivalents	34	28	15	15
Performance options	532	267	509	200
Performance RSUs	238	156	224	127
Convertible senior notes	7,448	4,551	7,448	2,251
Warrants	7,448	4,551	7,448	2,251
Total potentially dilutive common shares outstanding	17,081	11,480	17,337	6,716

Schedule of Calculation of Basic and Diluted Net Income Per Share

The calculation of basic and diluted net income per share is as follows (amounts in thousands, except per share data):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Net income	$	1,013	$	1,019	$	4,137	$	3,186
Weighted-average shares outstanding—basic	44,775		43,138		44,795		42,835
Common stock equivalents	1,322		1,416		1,411		1,532
Weighted-average shares outstanding—diluted	46,097		44,554		46,206		44,367
Net income per share:
Basic	$	0.02	$	0.02	$	0.09	$	0.07
Diluted	$	0.02	$	0.02	$	0.09	$	0.07

Investments - Summary of Fair Value of Investments Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Sep. 30, 2021
Assets:
Short-term investments:	$ 37,910	$ 149,057
Long-term investments:	31,493	48,051
Convertible senior notes hedge		48,208
Total assets at fair value	69,403	245,316
Current liabilities:
Acquisition-related contingent consideration	10,790	11,050
Non-current liabilities:
Acquisition-related contingent consideration	5,200	5,720
Embedded conversion derivative		48,208
Total liabilities at fair value	15,990	64,978
U.S. Treasury
Assets:
Short-term investments:	1,980	4,223
Long-term investments:	7,266	6,995
Asset-backed securities
Assets:
Short-term investments:		4,811
Corporate debt securities
Assets:
Short-term investments:	33,080	140,023
Long-term investments:	24,227	38,148
Foreign government and agency securities
Assets:
Short-term investments:	2,850
Long-term investments:		2,908
Quoted Prices in Active Markets (Level 1)
Assets:
Short-term investments:	1,980	4,223
Long-term investments:	7,266	6,995
Convertible senior notes hedge		0
Total assets at fair value	9,246	11,218
Current liabilities:
Acquisition-related contingent consideration	0	0
Non-current liabilities:
Acquisition-related contingent consideration	0	0
Embedded conversion derivative		0
Total liabilities at fair value	0	0
Quoted Prices in Active Markets (Level 1) \| U.S. Treasury
Assets:
Short-term investments:	1,980	4,223
Long-term investments:	7,266	6,995
Quoted Prices in Active Markets (Level 1) \| Asset-backed securities
Assets:
Short-term investments:		0
Quoted Prices in Active Markets (Level 1) \| Corporate debt securities
Assets:
Short-term investments:	0	0
Long-term investments:	0	0
Quoted Prices in Active Markets (Level 1) \| Foreign government and agency securities
Assets:
Short-term investments:	0
Long-term investments:		0
Significant Other Observable Inputs (Level 2)
Assets:
Short-term investments:	35,930	144,834
Long-term investments:	24,227	41,056
Convertible senior notes hedge		48,208
Total assets at fair value	60,157	234,098
Current liabilities:
Acquisition-related contingent consideration	0	0
Non-current liabilities:
Acquisition-related contingent consideration	0	0
Embedded conversion derivative		48,208
Total liabilities at fair value	0	48,208
Significant Other Observable Inputs (Level 2) \| U.S. Treasury
Assets:
Short-term investments:	0	0
Long-term investments:	0	0
Significant Other Observable Inputs (Level 2) \| Asset-backed securities
Assets:
Short-term investments:		4,811
Significant Other Observable Inputs (Level 2) \| Corporate debt securities
Assets:
Short-term investments:	33,080	140,023
Long-term investments:	24,227	38,148
Significant Other Observable Inputs (Level 2) \| Foreign government and agency securities
Assets:
Short-term investments:	2,850
Long-term investments:		2,908
Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments:	0	0
Long-term investments:	0	0
Convertible senior notes hedge		0
Total assets at fair value	0	0
Current liabilities:
Acquisition-related contingent consideration	10,790	11,050
Non-current liabilities:
Acquisition-related contingent consideration	5,200	5,720
Embedded conversion derivative		0
Total liabilities at fair value	15,990	16,770
Significant Unobservable Inputs (Level 3) \| U.S. Treasury
Assets:
Short-term investments:	0	0
Long-term investments:	0	0
Significant Unobservable Inputs (Level 3) \| Asset-backed securities
Assets:
Short-term investments:		0
Significant Unobservable Inputs (Level 3) \| Corporate debt securities
Assets:
Short-term investments:	0	0
Long-term investments:	0	0
Significant Unobservable Inputs (Level 3) \| Foreign government and agency securities
Assets:
Short-term investments:	$ 0
Long-term investments:		$ 0

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Revenue
Total revenue	$ 34,714	$ 28,773	$ 67,186	$ 54,748
Operating costs and expenses
Selling and marketing	9,206	8,530	17,644	15,915
Research and development	8,236	6,691	15,842	12,855
General and administrative	6,073	5,718	12,037	10,776
Acquisition-related costs and expenses	4,385	1,659	6,664	3,352
Total operating costs and expenses	31,210	26,390	58,853	50,828
Operating income	3,504	2,383	8,333	3,920
Interest expense	2,040	1,319	4,048	1,319
Other income (expense), net	(231)	372	(96)	468
Income before income taxes	1,233	1,436	4,189	3,069
Income tax benefit (provision)	(220)	(417)	(52)	117
Net income	$ 1,013	$ 1,019	$ 4,137	$ 3,186
Net income per share – basic (in dollars per share)	$ 0.02	$ 0.02	$ 0.09	$ 0.07
Net income per share – diluted (in dollars per share)	$ 0.02	$ 0.02	$ 0.09	$ 0.07
Shares used in calculating net income per share – basic (in shares)	44,775	43,138	44,795	42,835
Shares used in calculating net income per share – diluted (in shares)	46,097	44,554	46,206	44,367
Comprehensive income (loss)
Net income	$ 1,013	$ 1,019	$ 4,137	$ 3,186
Foreign currency translation adjustment	(1,862)	(2,648)	(3,129)	112
Unrealized loss on investments	(828)	(133)	(1,098)	(186)
Comprehensive income (loss)	(1,677)	(1,762)	(90)	3,112
Software and hardware
Revenue
Total revenue	19,280	13,013	34,725	25,315
Operating costs and expenses
Cost of revenue	310	670	688	1,915
Services and other
Revenue
Total revenue	15,434	15,760	32,461	29,433
Operating costs and expenses
Cost of revenue	$ 3,000	$ 3,122	$ 5,978	$ 6,015

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Mar. 31, 2022	Sep. 30, 2021
Indefinite Lived Intangible Assets By Major Class [Line Items]
Cost	$ 128,617	$ 55,517
Accumulated Amortization	32,253	26,783
Net	$ 96,364	$ 28,734
Completed technologies
Indefinite Lived Intangible Assets By Major Class [Line Items]
Weighted Average Amortization Period (in years)	6 years 10 months 24 days	6 years 7 months 6 days
Cost	$ 95,761	$ 34,361
Accumulated Amortization	16,542	13,311
Net	$ 79,219	$ 21,050
Customer relationships
Indefinite Lived Intangible Assets By Major Class [Line Items]
Weighted Average Amortization Period (in years)	4 years 8 months 12 days	4 years 7 months 6 days
Cost	$ 25,168	$ 20,168
Accumulated Amortization	15,012	12,905
Net	$ 10,156	$ 7,263
Trade names
Indefinite Lived Intangible Assets By Major Class [Line Items]
Weighted Average Amortization Period (in years)	5 years	4 years 8 months 12 days
Cost	$ 7,088	$ 988
Accumulated Amortization	691	567
Net	$ 6,397	$ 421
Covenants not to compete
Indefinite Lived Intangible Assets By Major Class [Line Items]
Weighted Average Amortization Period (in years)	3 years
Cost	$ 600
Accumulated Amortization	8
Net	$ 592

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax provision (benefit)	$ 220	$ 417	$ 52	$ (117)
Effective tax rate	18.00%	29.00%	1.00%	(4.00%)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Business Combinations - Narrative (Details)			3 Months Ended		6 Months Ended
Business Combinations - Narrative (Details)	Mar. 23, 2022 USD ($)	May 28, 2021 USD ($) shares	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)
Business Acquisition [Line Items]
Acquisition-related costs and expenses			$ 4,385,000	$ 1,659,000	$ 6,664,000	$ 3,352,000
Goodwill expected to be deductible for income tax purposes		$ 0
ID R&D
Business Acquisition [Line Items]
Aggregate purchase price		49,000,000
Initial cash payment paid for acquisition		$ 13,000,000
Common stock issued during acquisition (in shares) \| shares		867,226
Common stock issued during acquisition, value		$ 13,900,000
Earnout period shift (in years)		1 year
Fair value of contingent consideration		$ 15,700,000
Acquisition-related costs and expenses		600,000
Escrow deposit		$ 4,000,000
Period to maintain escrow deposit (in months)		24 months
ID R&D \| First Earnout Period
Business Acquisition [Line Items]
Earnout period (in years)		1 year
Contingent consideration arrangement, range of outcomes, high		$ 12,300,000
Earnout percentage		0.15
ID R&D \| Second Earnout Period
Business Acquisition [Line Items]
Contingent consideration arrangement, range of outcomes, high		$ 9,800,000
HooYu
Business Acquisition [Line Items]
Initial cash payment paid for acquisition	$ 129,100,000
Fair value of contingent consideration	1,600,000
Acquisition-related costs and expenses	$ 3,200,000
Percentage of outstanding share capital acquired	100.00%
Payments to Sellers and third-party legal and investment advisors	$ 127,500,000

Restatement - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Sep. 30, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accounts payable	$ 6,688	$ 2,507
Deferred income tax assets	11,003	10,511
Assets	(384,220)	(419,693)
Goodwill	(135,519)	$ (63,096)
Total Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accounts payable	1,329
Deferred income tax assets	431
Assets	939
Goodwill	1,370
Representations and Warranty Insurance \| Total Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accounts payable	700
Stamp Duty Tax \| Total Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Accounts payable	$ 600

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(11))
-URI http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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+ Details

Business Combinations (Tables)

6 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed as Part of a Business Acquisition


	ID R&D		HooYu
Accounts receivable	$	173	$	1,234
Property, plant, and equipment	114		243
Other current assets	147		630
Intangible assets	16,930		73,100
Goodwill (restated)	27,748		74,312

Current liabilities	(425)		(2,456)
Deferred revenue	—		(2,612)
Deferred income tax liabilities (restated)	(2,355)		(16,896)
Net assets acquired	$	42,332	$	127,555

Schedule of Intangible Assets Acquired

The following table summarizes the estimated fair values and estimated useful lives of intangible assets with definite lives acquired from the ID R&D Acquisition and the HooYu Acquisition as of their respective closing dates (amounts shown in thousands, except for years):

ID R&D


	Amortization Period	Amount assigned

Completed technologies	7.0 years	$	14,020
Customer relationships	3.0 years	2,540
Trade name	5.0 years	370
Total intangible assets acquired		$	16,930

HooYu


	Amortization Period	Amount assigned

Completed technologies	7.0 years	$	61,400
Customer relationships	5.0 years	5,000
Trade name	5.0 years	6,100
Covenants not to compete	3.0 years	$	600
Total intangible assets acquired		$	73,100

Schedule of Pro Forma Information


	Three months ended March 31,				Six months ended March 31,
	2022		2021		2022		2021
Pro forma revenue	$	37,635	$	31,640	$	72,090	$	59,458
Pro forma net income (loss)	$	(2,314)	$	(511)	$	3,626	$	262

Goodwill and Intangible Assets

6 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

6. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company had a goodwill balance of $135.5 million at March 31, 2022, representing 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 ASC 350. The following table summarizes changes in the balance of goodwill during the six months ended March 31, 2022 (amounts shown in thousands):


Balance at September 30, 2021	$	63,096
Acquisition of HooYu (as restated)	74,312
Foreign currency effect on goodwill	(1,889)
Balance at March 31, 2022 (as restated)	$	135,519

Intangible Assets

Intangible assets include the value assigned to purchased completed technology, customer relationships, and trade names. The estimated useful lives for all of these intangible assets range from two to seven years. Intangible assets as of March 31, 2022 and September 30, 2021, respectively, are summarized as follows (amounts shown in thousands, except for years):


March 31, 2022:	Weighted Average Amortization Period	Cost		Accumulated Amortization		Net
Completed technologies	6.9 years	$	95,761	$	16,542	$	79,219
Customer relationships	4.7 years	25,168		15,012		10,156
Trade names	5.0 years	7,088		691		6,397
Covenants not to compete	3.0 years	600		8		592
Total intangible assets		$	128,617	$	32,253	$	96,364


September 30, 2021:	Weighted Average Amortization Period	Cost		Accumulated Amortization		Net
Completed technologies	6.6 years	$	34,361	$	13,311	$	21,050
Customer relationships	4.6 years	20,168		12,905		7,263
Trade names	4.7 years	988		567		421
Total intangible assets		$	55,517	$	26,783	$	28,734

Amortization expense related to acquired intangible assets was $2.4 million and $1.7 million for the three months ended March 31, 2022 and 2021, respectively, and $4.5 million and $3.4 million during the six months ended March 31, 2022 and 2021, respectively, and is recorded within acquisition-related costs and expenses on the consolidated statements of operations and comprehensive income (loss).

The estimated future amortization expense related to intangible assets for each of the five succeeding fiscal years is expected to be as follows (amounts shown in thousands):


	Estimated Future Amortization Expense
2022—remaining	$	9,869
2023	17,778
2024	15,513
2025	14,230
2026	12,972
Thereafter	26,002
Total	$	96,364

Nature of Operations and Summary of Significant Accounting Policies - Potentially Dilutive Common Shares Excluded from Calculation of Net Income per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potentially dilutive common shares outstanding (in shares)	17,081	11,480	17,337	6,716
Stock options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potentially dilutive common shares outstanding (in shares)	467	556	452	634
RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potentially dilutive common shares outstanding (in shares)	914	1,371	1,241	1,238
ESPP common stock equivalents
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potentially dilutive common shares outstanding (in shares)	34	28	15	15
Performance options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potentially dilutive common shares outstanding (in shares)	532	267	509	200
Performance RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potentially dilutive common shares outstanding (in shares)	238	156	224	127
Convertible senior notes
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potentially dilutive common shares outstanding (in shares)	7,448	4,551	7,448	2,251
Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potentially dilutive common shares outstanding (in shares)	7,448	4,551	7,448	2,251

Revenue Concentration (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
Revenue Concentration (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021
Revenue, Major Customer [Line Items]
Revenue	$ 34,714	$ 28,773	$ 67,186	$ 54,748
Accounts receivable, net	23,858		23,858		$ 16,602
Customer Concentration Risk \| Sales Revenue Net
Revenue, Major Customer [Line Items]
Revenue	11,800	6,700	18,200	10,600
Customer Concentration Risk \| Accounts Receivable
Revenue, Major Customer [Line Items]
Accounts receivable, net	$ 11,600	$ 3,800	$ 11,600	$ 3,800
Customer Concentration Risk \| Customer One \| Sales Revenue Net
Revenue, Major Customer [Line Items]
Total revenue, percentage	19.00%	23.00%	17.00%	19.00%
Customer Concentration Risk \| Customer Two \| Sales Revenue Net
Revenue, Major Customer [Line Items]
Total revenue, percentage	15.00%		10.00%
Geographic Concentration Risk \| Sales Revenue Net \| International
Revenue, Major Customer [Line Items]
Total revenue, percentage	26.00%	26.00%
Geographic Concentration Risk \| Long-term Assets \| International
Revenue, Major Customer [Line Items]
Total revenue, percentage			66.00%		24.00%
Geographic Concentration Risk \| Long-term Assets, Excluding Goodwill and Other Intangibles \| International
Revenue, Major Customer [Line Items]
Total revenue, percentage			12.00%		6.00%