SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20559

                                    FORM 10-K

(Mark One)
(x)             Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                  For the fiscal year ended September 30, 1996
                                       or
(  )            Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                         Commission file number 0-15235

                               MITEK SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)



            Delaware                               87-0418827
(State or other jurisdiction of        (I.R.S. Employee Identification No.) 
incorporation or organization)    

             10070 Carroll Canyon Road, San Diego, California 92131
               (Address of principal executive offices) (Zip Code)

                                 (619) 635-5900
               Registrant's telephone number, including area code

                                      None
               Securities registered pursuant to Section 12(b) of the Act

                     Common Stock, par value $.001 per share
           Securities registered pursuant to Section 12(g) of the Act


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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant was  $12,942,484 as of November 8, 1996 (computed by reference to the
last  sale  price of a share of the  registrant's  Common  Stock on that date as
reported by NASDAQ).

There were 7,822,971 shares  outstanding of the registrant's  Common Stock as of
November 8, 1996.

Documents incorporated by reference in this report

Part II incorporates  certain information by reference form the Annual Report to
Stockholders  for the year  ended  September  30,  1996.  Part III  incorporates
certain  information by reference  from the Proxy  Statement for the 1996 Annual
Meeting of Stockholders.




                                     PART I

ITEM 1.   BUSINESS

General

The Company  develops and markets  automatic data  recognition  ("ADR") products
which enable the automation of costly,  labor intensive  business functions such
as check and  remittance  processing,  forms  processing  and order  entry.  The
Company's ADR products incorporate proprietary neural network technology for the
recognition of hand printed and machine generated  characters into digital data.
Neural  networks are powerful  tools for pattern  recognition  applications  and
consist of sets of coupled mathematical  equations with adaptive parameters that
are self  adjusting to "learn"  various  forms and  patterns.  The Company's ADR
products  combine the  Company's  neural  network  software  technology  with an
extensive   database  of  character   patterns,   enabling  them  to  make  fine
distinctions  across a wide  variety of patterns  with high speed,  accuracy and
consistency.  The Company  leverages its core technology  across a family of ADR
products  that the Company  believes  offers the highest  accuracy  commercially
available for the recognition of hand printed characters.

The  Company's ADR products  incorporate  the  Company's  intelligent  character
recognition   ("ICR")  software  engine,   QuickStrokes  API,  with  high  speed
coprocessor  boards  which  are  configurable  to  meet  customer  requirements.
QuickStrokes API is sold to original equipment manufacturers  ("OEMs"),  systems
integrators and  value-added  resellers  ("VARs") such as BancTec  Technologies,
Inc.  ("BancTec"),  NCR, Bull Corporation of North America,,  SHL  Systemshouse,
Inc.,  a  subsidiary  of MCI,  TRW  Financial  Solutions,  One Button  Operating
Systems,  Inc.,  Consolidated  Business Solutions,  Inc., Moon Sung Systems, and
Kliendeinst.  Major end users  include  AVON  Products  Company,  certain of the
Federal  Reserve Banks,  SCS  Communications,  the  Australian  Tax Office,  the
Mexican  Tax  Authority  and  American  Express.  QuickStrokes  API can  process
documents in several languages.

Leveraging its core technical competing in ICR, The Company has begun to address
certain  vertical  end-user  markets  through the  introduction of Premier Forms
Processor  ("PFP").  PFP  incorporates  the Company's  core ICR technology in an
application  design to be marketed  directly to end users in a broad  variety of
industries with  requirements for high volume automated data entry. PFP operates
on  the  Windows  operating  platform  on  stand  alone  or  networked  personal
computers,  features an  intuitive  graphical  user  interface  ("GUI"),  and is
designed for easy  installation  and  configuration by the end user. The Company
also sells the PFP to system integrators and VARs.

Products

The Company  incorporates its advanced ICR software  technology into a family of
document imaging  products  addressing  requirements for accurate,  high volume,
automated data entry residing on hand printed or machine  generated  forms.  The
Company's  ICR software is  incorporated  into end user systems sold by its OEM,
system  integrator  and VAR  customers,  as well as the  Company's  own end user
application,  the PFP.  The  Company's  Products  include the  QuickStrokes  API
recognition  engine,  the PFP  application  and other  products  leveraging  the
Company's expertise in ICR.


QuickStrokes  API.  QuickStrokes  API (Application  Programmers  Interface) is a
"recognition  engine" which is  incorporated  into  end-user  systems to provide
recognition   capability.   QuickStrokes   API  CAR  performs   Courtesy  Amount
Recognition,  a process  wherein the numeric  portion of personal and commercial
checks is recognized and translated into digital data. QuickStrokes API Forms is
a recognition  engine for forms that is licensed to large  integrators  of forms
processing  systems and to OEMs for use in remittance  processing  systems.  The
QuickStrokes API has been developed with a flexible  underlying  architecture to
accommodate additional features and functionality as dictated by market demands.
QuickStrokes API products are currently in use processing  sales orders,  checks
and  financial  documents,  tax forms,  credit card  drafts,  time  sheets,  and
insurance applications.  The QuickStrokes API engine processes documents in nine
languages by recognizing  machine or hand printed  characters  written in Dutch,
English, French, German, Italian, Portuguese, Russian, Spanish and Swedish.

Premier  Forms  Processor.   The  Company  has  developed  a  proprietary  forms
processing application,  the Premier Forms Processor ("PFP"), which incorporates
the Company's core ICR technology in an application  designed for and users in a
broad variety of industries  with  requirements  for high volume  automated data
entry.  The  Company's  PFP  product  consists  of several  modules  required to
implement a forms processing  application,  which can recognize hand printed and
machine  generated  characters.  The PFP runs on windows  operating  platform on
stand alone or networked personal computers, features a GUI, and is designed for
easy installation and configuration by the end user.

Other Products.  The Company markets the NiFaxshare product line, which combines
its ADR technologies with conventional  incoming facsimile routing  technologies
to provide economical and practical "faxmail" solutions. The Company markets its
Nifaxshare  products to large end users,  such as the Bank of Montreal,  Capital
Cities-ABC,  and J. P.  Morgan  Private  Banking,  as well as a network of VARs.
QuickFrame is an advanced page  segmentation  system that  separates the scanned
image  of  a  document  into  isolated  regions,  and  classifies  the  kind  of
information contained in the region. The system outputs the coordinates and type
of each region and can produce  "cut-out"  images of isolated regions for easier
processing. The QuickFrame system is ideal for document image segmentation.

The  Company  has  an  internal   customer   service   department  that  handles
installation and maintenance requirements. The majority of inquiries are handled
by telephone,  with occasional visits to the customer's facilities.  The Company
believes that as the installed base of its products grows,  the customer service
function  will  become a source of  recurring  revenues.  Costs  incurred by the
Company to supply maintenance and support services are charged to cost of sales.

Customers and End Users

The Company  licenses  and sells its ADR  products to a broad range of companies
seeking high volume, high reliability  document processing systems. End users of
the Company's  products  generally seek to automate manual data entry processing
in  order  to  increase   processing   speed  and  reduce   data  entry   costs.
Traditionally,   the  Company  has  derived  its  revenues   from  the  sale  of
QuickStrokes API as an ICR engine to various OEMs, VARs and systems integrators.
With the  introduction  of the PFP,  the Company  now offers a scalable  turnkey
system  which is  marketed  to VARs,  systems  integrators  and end  users.  The
Company's  products are used in a variety of applications on a worldwide  basis.
For example,  systems using the Company's technology are in use at Avon Products
Company's  United States forms  processing  centers,  handling  approximately  2
million  sales order forms  daily,  which are hand  printed by  different  sales
agents  from  around  the  country.  The  Company's  products  are also  used by
financial  institutions  such as  Mellon  Bank,  National  Westminster  Bank and
Unibanco  for check  processing.  Systems  using the  Company's  technology  are
currently  being used by tax  authorities in Australia and Mexico to process tax
returns.  In addition,  utilities  companies such as Southwestern Bell and NYNEX
use  the   Company's   technologies   for   invoice   processing   and   payment
reconciliation.


Certain of the Company's largest current customers based on payments received in
the fiscal  years 1995 and 1996,  are listed  below under the major  application
category  for which the  Company  believes  the  customer  is using the  Company
products:

Financial Document Processing

BancTec Technologies, Inc. (including
   Recognition International
Bull Corporation of North America
IA Corporation
Infoscore, Inc.
Kleindienst Datenteknik GmbH
NCR Corporation
TRW Financial Solutions
Unisys

Forms Processing

IT Corporation of America
National Computer Systems
SHL Systemhouse, Inc.
VALIdata Sistemas de Captura, S.A. de C.V
Wheb Systems, Inc.


Three  customers,  BancTec,  TCSI  Corporation  ("TCSI") and Wheb Systems,  Inc.
("Wheb"), accounted for 42% of the Company's net sales for the first nine months
of fiscal 1996.  BancTec is a leading provider of electronic and  document-based
financial  transaction  processing  systems,  work  flow and  imaging  products,
application software and professional  services.  BancTec develops solutions for
the banking, financial services,  insurance,  health care, government,  utility,
telecommunications,  grocery and retail  industries.  TCSI is a manufacturer  of
financial  processing  systems.  Wheb is a systems  integrator  providing  forms
processing  systems  and  solutions  to  a  variety  of  private  companies  and
government agencies.




Sales and Marketing

The Company  markets its products and services  primarily  through its internal,
direct sales  organization.  The Company  employs a  technically-oriented  sales
force  with  management  assistance  to  identify  the  needs  of  existing  and
prospective customers. The Company's direct sales strategy concentrates on those
companies  that it believes are key users and  designers  of automated  document
processing  systems for  high-performance  applications.  The Company  currently
maintains direct sales offices in Virginia, Illinois, New Jersey, California and
Calgary,  Canada.  In  addition,  the Company  sells and  supports  its products
through  representatives  and distributors in Illinois and Australia.  The sales
process is supported  with a broad range of  marketing  programs  which  include
trade shows, direct marketing, public relations and advertising.

The Company  provides  maintenance and support on a contractual  basis after the
initial product  warranty has expired.  The Company provides  telephone  support
and, on an as needed basis, on-site support. Customers with maintenance coverage
receive  regular  software  releases  from  the  Company.  Foreign  distributors
generally provide customer  training,  service and support for the products they
sell.  Additionally,  the  product  is  supported  internationally  by  periodic
distributor and customer visits by the Vice President,  Executive Vice President
and President.  These visits include  attending  imaging shows, as well as sales
and  training  efforts.  Technical  support is provided by  telephone as well as
technical visits in addition to those previously mentioned.

The  ability  to  read  handprint  characters  in  many  different  nations  has
materially  assisted the Company in its international  sales effort. The Company
believes  that the  competition  has much  less  functionality  in this  regard.
International  sales accounted for  approximately 31% of the Company's net sales
for the fiscal  year ended  September  30,  1996.  The Company  believes  that a
significant  percentage of the products in its domestic  sales are  incorporated
into systems that are delivered to end users outside the United States such that
the total  percentage of its products which are  ultimately  utilized by foreign
end users is between 40% and 50%.  International sales in the past twelve months
were made in fifteen countries including Australia,  Argentina, Belgium, Brazil,
England, France, Finland,  Germany, Italy, Malaysia,  Mexico, Portugal,  Poland,
Spain and Sweden. The Company sells its products in United States currency only.

Technology

The Company  utilizes a wide range of technologies in its proprietary  products.
These include segmentation  techniques,  grayscale processing techniques,  noise
and line removal  techniques,  object oriented  programming,  GUIs and extensive
proprietary  databases.  The use of artificial  neural  networks for recognition
distinguishes the Company's products from most of its competitors.

The Company provides a hand printed and machine generated character  recognition
engine in  several  configurations.  This  engine  performs  all the  processing
required  to take the  image of a section  of a  document,  find the  characters
within that area,  remove noise or lines that might  interfere  with the correct
identification  of the characters,  separate the characters from each other, and
then  recognize  the  characters.  The results are then placed in a defined data
format  structure and returned to a host computer.  The results are the identity
of the characters  found,  their  locations and size,  the  confidence  level of
correct  recognition,  and a second  choice  and the  confidence  level  that is
associated  with that second  choice.  This  confidence  factor,  related to the
probability of recognition correctness,  allows the system to be "tuned" for the
complexity or criticality of the specific application.


The  enabling   technology   for  the  Company  is  artificial   neural  network
computation. The strength of neural networks is that they have the ability to be
"trained"  to  recognize   various  kinds  of  patterns.   Neural  networks  are
mathematical  equations  with  adaptive  coefficients.   Examples  of  data  are
presented to the networks in a way that allows the adaptive  coefficients  to be
adjusted to fit.  This  adjustment  is called  "training"  because it mimics the
manner in which human intelligence is trained to read and interpret information.
Once the  network is trained,  it will  recognize  the  patterns in which it was
trained at high speeds. Once the training process is complete,  the network will
have developed the capability to recognize digits in a wide degree of variation,
with very high  speed and  accuracy  approaching,  or in  certain  applications,
exceeding average human capacity.

The Company's  technology  includes a comprehensive  set of tools for extracting
data from many  types of  different  forms  including  forms  that are  crooked,
enlarged or reduced and eliminates  lines,  boxes, or combs  processing only the
data  of  interest,  as  defined  by  the  user,  such  as  numeric,  alpha,  or
alpha-numeric data. Once digitized, the forms may emanate from a scanner or from
digital  archives.  The  quality  of these  images may vary  significantly.  The
Company's  software can enhance these images using  proprietary  noise filtering
algorithms which eliminate  smudges and stains,  enhance gray scale images,  and
repair broken and degraded characters. The Company's software has the ability to
recognize the vagaries of characters, whether hand printed or machine generated,
separating characters that are touching or overlapping, eliminating ambiguities,
finding data that has been written out of its assigned area,  and  recognizing a
vast array of  characters,  compensating  for  personal,  regional  and national
differences in character style.

The Company  acquired a license  (exclusive  for the initial  five years) to the
core ICR technology underlying its ADR products from HNC Software,  Inc. ("HNC")
in November  1992. At the time of  acquisition  of the license,  thirteen of the
personnel responsible for developing the core software for HNC moved to Mitek in
connection with the transaction.  The HNC license provided for a grant of rights
against payments of royalties amounting up to $2.6 million over three years. All
royalties  and  amounts  due under the  license  have now been paid in full.  On
November  23,  1997,  certain   exclusivity  rights  of  the  original  licensed
technology  shall  expire and HNC will be able to use or  license  others to use
certain of the core  technologies  used in the Company's ADR products to compete
directly with the Company.

The Company's PFP software product  incorporates the Company's  QuickStrokes API
engine,  certain software modules  developed by the Company and certain software
and  technology  licensed  on a  nonexclusive  basis from  VALIdata  Sistemas de
Captura,  S.A. de C.V.  ("VALIdata").  Pursuant to a Marketing License Agreement
dated as of  March 26,  1996 (the  "VALIdata  License  Agreement"),  between the
Company and VALIdata, the Company was granted a nonexclusive, worldwide right to
use,  reproduce  and  distribute  copies of PFP software  owned or controlled by
VALIdata  to  customers  of the  Company,  in  exchange  for  payment of certain
royalties to VALIdata.  The VALIdata License  Agreement  provides for a one year
term,  with  provisions  for annual  renewal  upon the  written  consent of both
parties. There can be no assurance, however, that the VALIdata License Agreement
will be renewed by VALIdata, and if renewed, on terms acceptable to the Company.

The PFP software covered by the VALIdata  License  Agreement is designed for the
Windows-3.1 operating system.  However, the Company believes that the Windows NT
operating system will become the industry  standard for this type of application
over the near  term.  Accordingly,  the  Company  is  currently  developing  PFP
application software for the Windows NT operating platform.


The markets for products  incorporating  ADR  technology  are  characterized  by
rapidly  advancing  technology  and  rapidly  changing  user  preferences.   The
Company's  ability to compete  effectively with its ADR product line will depend
upon its ability to meet changing market conditions and develop  enhancements to
its products on a timely basis in order to maintain its  competitive  advantage.
In addition,  continued growth will ultimately depend upon the Company's ability
to develop additional  technologies and attract strategic  alliances for related
or separate  product  lines.  There can be no assurance that the Company will be
successful  in developing  and  marketing  product  enhancement  and  additional
technologies, that the Company will not experience difficulties that could delay
or prevent the  successful  development,  introduction  and  marketing  of these
products,  or that its new products and product enhancement will adequately meet
the  requirements of the  marketplace,  will be of acceptable  quality,  or will
achieve market acceptance.

Research and Development

The Company  believes that its future success  depends in part on its ability to
maintain and improve its core  technologies,  enhance its existing  products and
develop new products that meet an expanding range of customer requirements.  The
Company  intends to expand its existing  product  offerings and to introduce new
forms  processing  software  solutions.  In the  development of new products and
enhancements to existing  products,  the Company uses its own tools extensively.
To date, the Company has relied primarily on ICR technology acquired from HNC as
well as  internal  development,  although  it may,  based  on  timing  and  cost
considerations,   acquire   technology   or  products   from  third  parties  or
consultants.   The  Company   performs  all  quality   assurance   and  develops
documentation  internally.  The Company intends to continue to support  industry
standard operating environments.

The  Company's  team  of  specialists   in  recognition   algorithms,   software
engineering,   user  interface   design,   product   documentation  and  quality
improvement  is  responsible  for  maintaining  and enhancing  the  performance,
quality and usability of all of the Company's products.  In addition to research
and development, the engineering staff provides customer technical support on an
as needed basis, along with technical sales support.



In order to improve  the  accuracy  of its ADR  products,  the  Company  focuses
research and  development  efforts on continued  enhancement of its data base of
hundreds  of  thousands  of images  that is used to "train"  the neural  network
software  that forms the core of the  Company's  ICR engine.  Additionally,  the
Company  continues  to  enhance  its  specialized   software  which  focuses  on
eliminating  the confusion of matrices that may otherwise  mislead the software.
The confusing  items are separated one by one until the  ambiguities  that cause
software algorithms errors are removed.

The  Company's  research  and  development  organization  included  14  software
engineers at  September 30,1996,  including seven with advanced degrees.  During
fiscal  1996,  the Company  spent  approximately  $1.3  million on research  and
development and spent  approximately $1.0 million on research and development in
each of fiscal years 1995 and 1994 and $1.2 million in fiscal 1993.  The Company
balances its engineering  resources between  development of ICR and applications
development.  Of the 14 software engineers,  approximately 6 are involved in ICR
research  and  development  of the  QuickStrokes  API  recognition  engine.  The
remaining staff are involved in applications development,  including the PFP and
NiFaxshare products.

Products as complex as those offered by the Company,  particularly the Company's
QuickStrokes  and PFP products,  may contain  undetected  defects or errors when
first introduced or as new versions are released.  As a result,  the Company has
in the past and  could  in the  future  face  loss or  delay in  recognition  of
revenues as a result of software errors or defects.  In addition,  the Company's
products are typically  intended for use in applications that may be critical to
a customer's  business.  As a result, the Company expects that its customers and
potential  customers  have a greater  sensitivity  to product  defects  than the
market for software products generally.  There can be no assurance that, despite
testing by the Company and by current and potential  customers,  errors will not
be found in new products or releases after commencement of commercial shipments,
resulting  in loss of  revenues  or delay in  market  acceptance,  diversion  of
development resources,  damage to the Company's reputation, or increased service
and warranty costs,  any of which would have a material  adverse effect upon the
Company's business, operating results and financial condition.

Competition

The market for the Company's ADR products is intensely  competitive,  subject to
rapid change and significantly  affected by new product  introductions and other
market  activities  of  industry  participants.  The  Company  faces  direct and
indirect  competition  from a broad range of competitors  who offer a variety of
products and solutions to the Company's  current and  potential  customers.  The
Company's  principal  competition comes from  (i) customer-developed  solutions;
(ii) direct competition from companies offering ICR systems; and (iii) companies
offering competing technologies capable of recognizing hand-printed characters.



It is also possible that the Company will face competition from new competitors.
These include companies that are existing licensors such as HNC and OEM, systems
integrators and VAR customers,  such as BancTec,  or dominant software companies
with a presence in publishing or office automation such as Microsoft Corporation
and Adobe Systems  Incorporated.  In addition,  the Company's  license agreement
with HNC provides that, upon expiration of certain exclusivity periods beginning
in  November  1997,  HNC  will  have  the  right  to use  certain  of  the  core
technologies used in the Company's ADR products, originally developed by HNC and
acquired by the Company in 1992, to compete directly with the Company. Moreover,
as the market for automated  data entry and ICR software  develops,  a number of
these or other companies with  significantly  greater resources that the Company
could attempt to enter or increase their presence in the Company's market either
independently or by acquiring or forming strategic alliances with competitors of
the Company or to otherwise  increase their focus on the industry.  In addition,
current and potential  competitors have established or may establish cooperative
relationships  among themselves or with third parties to increase the ability of
their  products to address the needs of the  Company's  current and  prospective
customers.

The  Company's  QuickStrokes  API products  compete,  to various  degrees,  with
products  produced  by a number of  substantial  competitors  including  AEG,  a
subsidiary  of Daimler Benz,  Computer  Gesellschaft  Konstanz,  a subsidiary of
Siemens,   and  Nestor,  Inc.  The  Company  believes  its  primary  competitive
advantages  are  its  (i) recognition  accuracy  with  regard  to  hand  printed
characters,  (ii) flexibility, since it may operate on a broad range of computer
operating platforms, (iii) scalability and (iv) object-oriented software designs
which  can  be  more  readily  modified,   improved  with  added  functionality,
configured for new products,  and ported to new operating  systems and upgrades.
Despite these advantages, QuickStrokes API's competitors have existed longer and
have far greater financial resources and industry connections than the Company.

The Company's PFP products compete against complete  proprietary systems offered
by software developers,  such as GTESS Corporation,  Symbus Technology, Inc. and
Cardiff  Software,  Inc. In addition,  PFP faces  competition  from providers of
recognition   systems  that  incorporate  ADR  technology,   including  in  some
instances,   the  Company's  QuickStrokes  API  product,  such  as  Microsystems
Technology,  Inc., and National  Computer  Systems.  Because PFP is based on the
Company's  proprietary  QuickStrokes  API  engine,  its  competitive  advantages
reflect the advantages of the  QuickStrokes  engine.  Competitors in this market
offer both high and low cost systems.  The Company's strategy is to position PFP
to compete  successfully  in a scalable  midrange  price while offering a higher
degree of accuracy and greater  flexibility than competing  systems currently on
the market.  Increased competition may result in price reductions,  reduce gross
margins and loss of market,  share,  any of which could have a material  adverse
effect on the Company's  business,  operating  results and financial  condition.
Furthermore, a significant percentage of the Company's revenues are attributable
to sale of  co-processor  boards  sold  together  with the  Company's  software.
Anticipated  increases in the microprocessor speed and power available,  such as
the  Pentium  P-6,  could  have the  effect  of  reducing  the  demand  for such
co-processor boards. It is also possible that the Company's  co-processor boards
will have competition from semiconductor  manufacturers embedding the technology
on their  chips.  There can be no  assurance  that the  Company  will be able to
compete  successfully  against current or future competitors or that competitive
pressures  faced  by the  Company  will  not  materially  adversely  affect  its
business, operating results and financial condition.

Employees and Labor Relations

As of September 30, 1996, the Company employed a total of 43 persons, consisting
of thirteen in  marketing,  sales and support,  16 in research and  development,
eight in operations and six in finance, administration and other capacities. All
employees work on a full time basis.  The Company has never had a work stoppage.
None of its employees are represented by a labor  organization,  and the Company
considers its relations with its employees to be good.


ITEM 2.   PROPERTIES

The Company's principal executive offices, as well as its principal research and
development  facility,  is located in approximately 12,000 square feet of leased
office  building  space in San  Diego,  California.  The lease on this  facility
expires  April 30,  1998,  with an option to extend the lease for an  additional
three  years.  The Company  also  leases a sales  office  facility in  Sterling,
Virginia. In addition, the Company leases office space used as a sales, service,
and development facility in Calgary,  Alberta, Canada. The Company believes that
its existing  facilities are adequate for its current needs and that  additional
space will be available as needed.

ITEM 3.   LEGAL PROCEEDINGS

There are no legal claims  currently  pending  against the Company.  The Company
has,  however,  received a notice of a possible claim arising in connection with
this  offering.  In January  1995,  the  Company  entered  into a contract  with
Heartland  Financial Corp  ("Heartland")  for the provision of certain financial
consulting   services,   including   assisting   the  Company  in   establishing
relationships  with  investment  bankers  and  improving  the  liquidity  of the
Company's Common Stock.  Heartland has indicated to the Company in conversations
that it  believes  that it is entitled to a $375,000  fee in  connection  with a
secondary  public offering of the Company's  Common Stock under the terms of its
contract.  The Company disputes this claim.  The contract between  Heartland and
the Company  requires  that all  disputes be  arbitrated.  While there can be no
assurance  that  Heartland  will not seek to  arbitrate  its claim  against  the
Company  or  would  be  unsuccessful  in  prosecuting  such a  claim  if it were
arbitrated,  the Company  believes that any potential  liability  arising out of
such a claim would be immaterial.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  submitted to security  holders  during the fourth quarter
ended September 30, 1996.



                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

The  Company's  Common Stock is traded on the Nasdaq  SmallCap  Market under the
symbol "MITK." The following table sets forth, for the fiscal periods indicated,
the high and low closing  prices for the Common  Stock as reported by the Nasdaq
SmallCap  Market.  The  quotations  for the  Common  Stock  traded on the Nasdaq
SmallCap  Market  may  reflect  inter-dealer  prices,  without  retail  mark-up,
mark-downs or commission and may not necessarily represent actual transactions.


FISCAL QUARTER               1996                           1997
                  ------------------------------------------------------------
                    LOW              HIGH            LOW              HIGH
                  ------------------------------------------------------------

1st                1.250            1.6875          .813              1.25
2nd                1.375            2.6875          .875             1.375
3rd                2.00             6.125           .938             1.188
4th                3.50             5.875          1.063             1.688


ITEM 6.   SELECTED FINANCIAL DATA

The table below sets forth selected  financial data for each of the years in the
five-year period ended September 30, 1996.


($000 EXCEPT PER SHARE DATA)   1996      1995      1994       1993        1992
                            ---------------------------------------------------

Sales                        $ 8,154   $ 6,633    $10,163    $13,065    $18,464
Net income (loss)              1,229       (69)    (1,058)      (902)        41
Earning (loss) per share        0.15     (0.01)     (0.15)     (0.13)      0.01
Total assets                   3,762     2,864      3,074      5,081      6,257
Long-term debt                     6        57        367        526      1,284
Stockholders' equity           2,652     1,343        809      1,818      2,720




ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Net Sales

Net sales were  $8,154,000,  $6,633,000 and $10,163,000 , for fiscal 1996, 1995,
and 1994, respectively. The decrease in net sales in prior periods was primarily
due to the  decline in demand for TEMPEST  products  and the sale of the TEMPEST
business in March 1995.  TEMPEST  sales for the  corresponding  periods were $0,
$1,554,000 and $5,489,000, respectively. ADR sales for the corresponding periods
were $8,154,000,  $5,079,000, and $4,647,000,  respectively. The increase in ADR
revenue during these respective periods were primarily due to an increase in the
number of systems integrators and OEMs selling the Company's ADR products.

Gross Margin

Gross margin for the fiscal years ended September 30, 1996, 1995, and 1994, were
$5,371,000, $3,303,000, and $3,506,000,  respectively. Stated as a percentage of
net sales,  gross margin for the  corresponding  periods were 66%, 50%, and 35%,
respectively.  The increase in gross margin as a percentage of net sales in each
period was primarily due to the shift in product mix away from TEMPEST products,
which carried a relatively  low gross  margin,  toward  relatively  higher gross
margin ADR products.  Royalties and amortization  charges resulting from the HNC
acquisition  are a component of gross margin and in fiscal 1996,  1995, and 1994
were $297,000,  $655,000, and $753,000,  respectively.  All royalties payable to
HNC in  connection  with  the  acquisition  have  been  paid  in  full.  Monthly
amortization expenses related to the HNC acquisition,  of $22,500, will continue
until September, 1997.

Research and Development

Research and development expenses were $1,314,000, $1,004,000 and $1,024,000 for
fiscal 1996, 1995, and 1994, respectively.  Stated as a percentage of net sales,
research and development  expenses for the corresponding  periods were 16%, 15%,
and 10%,  respectively.  The increase in research and development  expenses as a
percentage of net sales in fiscal 1996, 1995 and 1994, were primarily due to the
Company  devoting an  increasing  percentage  of its  research  and  development
expenditures to the development and enhancement of its ADR technologies.

Selling and Marketing

Selling and marketing  expenses were  $1,414,000,  $1,388,000 and $1,513,000 for
fiscal 1996, 1995 and 1994,  respectively.  Stated as a percentage of net sales,
selling and marketing  expenses for the corresponding  periods were 17%, 21% and
15%,  respectively.  The  decrease  in  selling  and  marketing  expenses  as  a
percentage  of sales in the current year were  attributed to the increase in net
sales,  while the increase in selling and marketing  expenses as a percentage of
net sales in prior periods were due to decline in net sales and increased  costs
incurred in connection with the introduction of new ADR products.



General and Administrative

General and administrative  expenses were $1,186,000,  $1,117,000 and $1,105,000
for fiscal 1996, 1995 and 1994. Stated as a percentage of net sales, general and
administrative  expenses  for the  corresponding  periods were 15%, 17% and 11%,
respectively. The decrease in expense in the current year as a percentage of net
sales were  attributed  to the  increase  in net sales,  while the  increase  in
expense as a percentage of net sales in the prior periods were  primarily due to
a decline in net sales.

Interest Expense

Net interest expense was $91,000,  $67,000 and $98,000 for fiscal 1996, 1995 and
1994,  respectively.  Stated as a percentage of net sales,  net interest expense
for the corresponding  periods was 1%, 1% and 1%, respectively.  The increase in
interest  expense in the  current  year  reflects  borrowings  from a  factoring
institution which bears higher interest costs.  Interest in fiscal 1995 and 1994
decreased primarily due to substantial decreases in average outstanding interest
bearing debt.

Gain on Sale of TEMPEST

Other income consists of the gain on the sale of the TEMPEST  business in March,
1995, made up of the following  components:  sale price ($350,000) offset by the
carrying cost of inventory sold  ($132,000) and costs related to the transaction
($13,000).

Income Taxes

For the fiscal year ended September 30, 1996, the Company recorded an income tax
provision of $137,000. For the fiscal year ended September 30, 1995, the Company
recorded $800 which represented the minimum state taxes payable. For fiscal year
ended  September  30,  1994,  the  Company  recorded  an income  tax  benefit of
$223,000.  Such benefits  represent  the  carryback of net  operating  losses to
recover  taxes  paid in fiscal  years  1991 and 1990.  The  Company  anticipates
utilizing  the balance of the two benefits in the fourth  quarter of fiscal 1996
and the first quarter of fiscal 1997 and  anticipates  realizing the benefits of
research and development credit carry forwards beginning in fiscal 1997.

Net Income (Loss)

In fiscal 1996, the Company  recorded net income of  $1,229,000.  In fiscal 1995
and  1994,  the  Company   incurred  net  losses  of  $69,000  and   $1,058,000,
respectively.



Liquidity and Capital Resources

At  September  30, 1996,  stockholders'  equity was  $2,652,000,  an increase of
$1,309,000  from  $1,343,000  one year ago. The  Company's  working  capital and
current ratio was  $1,884,000  and 2.71 at September 30, 1996,  and $602,000 and
1.41 at September 30, 1995. At September 30, 1996,  total  liabilities to equity
ratio was .419 to 1 compared to 1.13 to 1 a year  earlier.  As of September  30,
1996, total liabilities were $411,000 less than on September 30, 1995.

In October 1992, our bank agreed to advance an additional  $1,000,000 to be used
to pay for prepaid  royalties and support costs in connection with the DEP (ADR)
acquisition.  The  $1,000,000  advance  was payable in monthly  installments  of
$20,833 plus  interest at prime plus 2% through  November 1, 1993, at which time
all unpaid  principal and interest  were due. On November 19, 1993,  the Company
refinanced the then remaining  balance of $750,000.  Under the refinancing,  the
term of the advance was extended to November 1, 1996. The outstanding balance of
the  advance  was  $-0-  and  $292,000  as  of  September  30,  1996  and  1995,
respectively.

In August,  1995, the Company,  while seeking  conventional  credit  facilities,
obtained a six month  interim  credit  facility  of  $650,000  with a  financial
institution. Borrowings under the agreement accrued interest at a rate of 3% per
month for amounts  advanced  against trade accounts  receivable,  with a minimum
monthly  interest  charge of  $6,500.  The  borrowings  outstanding  under  this
agreement   totaled  $-0-  and   $195,000  at  September   30,  1996  and  1995,
respectively.

Simultaneously  with the pay off of the factoring line of credit in March, 1996,
the Company  established  a $400,000  line of credit  with Rancho  Santa Fe Bank
("Bank") for working capital purposes. Borrowings under this line bears interest
at the  rate of 2 1/12%  over the  Bank's  Prime  Rate  and the  line of  credit
currently  expires on February 1, 1997.  The line of credit is secured by a lien
on substantially all of the Company's assets.  The outstanding  balance was $-0-
at September 30, 1996.

During fiscal years 1996 and 1995, the Company made payments against outstanding
indebtedness totaling $2,302,00 and $1,067,000,  respectively.  The repayment of
such indebtedness was funded by cash provided from operating activities.

The Company  believes that together with existing cash,  credit  available under
the credit line,  cash generated from  operations,  along with net proceeds from
its  secondary  offering in November,  1996,  will be  sufficient to finance its
operation  for the next  twelve  months.  All cash in excess of working  capital
requirements will be kept in short term, investment grade securities.



ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                           CONSOLIDATED BALANCE SHEETS

                    YEARS ENDED SEPTEMBER 30, 1996 and 1995
1996 1995 ------------------------------------ ASSETS CURRENT ASSETS: Cash $ 210,413 $ 103,895 Accounts receivable - net 2,258,541 1,619,886 Note receivable 158,335 Inventories 278,206 131,929 Prepaid expenses and other assets 240,364 52,777 ------------------------------------- Total current assets 2,987,524 2,066,822 PROPERTY AND EQUIPMENT - net 146,888 131,085 OTHER ASSETS - Principally prepaid license/support fees 628,030 666,393 ------------------------------------- TOTAL $3,762,442 $2,864,300 ------------------------------------- LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITIES: Current portion of long-term liabilities $ 9,190 $ 267,927 Amount payable under factoring agreement 195,545 Accounts payable 472,775 722,955 Accrued payroll and related taxes 302,037 163,789 Other accrued liabilities 319,973 114,803 ------------------------------------- Total current liabilities 1,103,955 1,465,019 ------------------------------------- LONG-TERM LIABILITIES 6,147 56,567 ------------------------------------- COMMITMENTS AND CONTINGENCIES (Note 9) STOCKHOLDERS' EQUITY: Preferred stock - $0.001 par value; 1,000,000 shares authorized, no charges issued and outstanding -- -- Common stock - $.001 par value; 20,000,000 shares authorized, 7,782,971 and 7,727,959 issued and outstanding in 1996 and 1995, respectively 7,783 7,728 Additional paid-in capital 3,503,634 3,423,072 Accumulated deficit (859,077) (2,088,086) ------------------------------------ Total stockholders' equity 2,652,340 1,342,714 ------------------------------------ TOTAL $3,762,442 $2,864,300 ------------------------------------
See notes to consolidated financial statements CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended September 30, ------------------------------------------- 1996 1995 1994 ------------------------------------------- NET SALES $8,153,628 $ 6,633,176 $10,162,511 COST OF GOODS SOLD 2,782,204 3,330,109 6,656,394 ------------------------------------------- GROSS MARGIN 5,371,424 3,303,067 3,506,117 ------------------------------------------- COST AND EXPENSES: Research and development 1,313,951 1,004,131 1,024,321 Selling and marketing 1,414,125 1,388,422 1,513,309 General and administrative 1,186,170 1,117,014 1,104,972 Tempest writedowns and accruals 1,046,394 Interest - net 91,344 66,941 97,538 ------------------------------------------- Total costs and expenses 4,005,590 3,576,508 4,786,534 ------------------------------------------- OPERATING INCOME (LOSS) 1,365,834 (273,441) (1,280,417) ------------------------------------------- OTHER INCOME 204,853 ------------------------------------------- INCOME (LOSS) BEFORE INCOME TAXES 1,365,834 (68,588) (1,280,417) PROVISION (BENEFIT) FOR INCOME TAXES 136,825 800 (222,766) ------------------------------------------- NET INCOME (LOSS) $ 1,229,009 $ (69,388) $ 1,057,651) ------------------------------------------- INCOME (LOSS) PER SHARE $ 0.15 $ (0.01) $ (0.15) -------------------------------------------
See notes to consolidated financial statement CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
Additional Common Paid-In Accumulated Stock Capital Deficit Total ---------------------------------------------------------- Balance, September 30, 1993 $ 6,865 $ 2,772,240 $ (961,047) $ 1,818,058 Issuance of common stock 15 18,735 18,750 Exercise of stock options 33 29,644 29,677 Net loss (1,057,651) (1,057,651) ----------------------------------------------------------- Balance, September 30, 1994 6,913 2,820,619 2,018,698) 808,834 Issuance of common stock through private placement for cash 667 475,037 475,704 Issuance of common stock in connection with Tracs International, Inc., acquisition (Note 2) 75 78,563 78,638 Exercise of stock options 73 48,853 48,926 Net loss (69,388) (69,388) ---------------------------------------------------------- Balance, September 30, 1995 7,728 3,423,072 (2,088,086) 1,342,714 Stock warrants issued for services rendered 17,131 17,131 Exercise of stock options 45 48,441 48,486 Exercise of warrants 10 14,990 15,000 Net Income 1,229,009 1,229,009 ----------------------------------------------------------- Balance, September 30, 1996 $ 7,783 $ 3,503,634 $ (859,077) $ 2,652,340 -----------------------------------------------------------
See notes to consolidated financial statements CONSOLIDATED STATEMENTS OF CASH FLOWS
Twelve Months Ended September 30, ------------------------------------------- 1996 1995 1994 ------------------------------------------- OPERATING ACTIVITIES: Net income (loss) $1,229,009 $ (69,388) $ (1,057,651) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 420,194 430,598 807,912 Gain on sale of TEMPEST (204,853) (Gain) loss on sale of property and equipment 2,822 (6,045) (33,409) Common stock issued as compensation 42,232 Changes in assets and liabilities: Accounts receivable (638,655) (96,813) 117,045 Income taxes receivable 238,950 (238,950) Inventories, prepaid expenses and other assets (590,959) (133,670) 1,275,875 Accounts payable and accrued expenses 110,786 (486,175) 256,322 ------------------------------------------ Net cash provided by (used in) operating activities 533,197 (327,396) 1,169,376 ------------------------------------------ INVESTING ACTIVITIES: Purchases of property and equipment (143,361) (49,311) (94,434) Proceeds from sale of TEMPEST 206,665 Proceeds from note receivable 158,335 Proceeds from sale of property & equipment 6,045 36,923 ------------------------------------------ Net cash provided by (used in) investing activities 14,974 163,399 (57,511) ------------------------------------------ FINANCING ACTIVITIES: Proceeds from bank borrowings 1,796,816 710,339 Repayment of debt (2,301,955) (1,067,053) (1,254,437) Proceeds from exercise of stock options and warrants 63,486 48,926 6,195 Net proceeds from sales of stock 475,704 ------------------------------------------ Net cash provided by (used in) financing activities (441,653) 167,916 (1,248,242) ------------------------------------------ NET INCREASE (DECREASE IN CASH 106,518 3,919 (136,377) CASH AT BEGINNING OF YEAR 103,895 99,976 236,353 ------------------------------------------ CASH AT END OF YEAR $ 210,413 $ 103,895 $ 99,976 ------------------------------------------ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ 101,377 $ 85,662 $ 131,013 ------------------------------------------ Income tax refund received $ 2,712 $ 279,903 $ 71,602 ------------------------------------------ Cash paid for income taxes $ 21,263 $ 2,737 $ 16,184 ------------------------------------------
See notes to consolidated financial statements NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business - Mitek Systems, Inc. (the "Company") is a designer, manufacturer and marketer of advanced character recognition products for intelligent forms processing applications ("Character Recognition"). Through March 1995, the Company was also a systems integrator and value-added reseller of computer equipment systems to businesses and high-security governmental agencies ("Tempest") (see Note 3). Basis of Consolidation - The consolidated financial statements include accounts of Mitek Systems, Inc. and its wholly-owned subsidiary, Mitek Systems Canada, Inc., incorporated on June 21, 1995. All intercompany transactions and balances are eliminated in consolidation. Accounts Receivable - Accounts receivable are net of an allowance for doubtful accounts of $91,146 and $32,953 at September 30, 1996 and 1995, respectively. The provision for bad debts were $99,500, $60,000 and $115,895 for the years ended September 30, 1996, 1995 and 1994, respectively. Inventories - Inventories are recorded at the lower of cost (on a first-in, first-out basis) or market. Major classes of inventories at September 30, 1996 and 1995 were as follows: 1996 1995 ------------------------------------------- Raw materials $ 55,366 $ 36,929 Work-in-process 42,970 Finished Goods 222,840 52,030 ------------------------------------------- Total $278,206 $131,929 ------------------------------------------- Property and Equipment - Following is a summary of property and equipment as of September 30, 1996 and 1995. 1996 1995 -------------------------------------------- Property and equipment - at cost Equipment $ 937,560 $1,055,877 Furniture and fixtures 59,136 61,772 Leasehold improvements 52,985 52,985 -------------------------------------------- 1,049,681 1,170,634 Less: accumulated depreciation and amortization 902,793 1,039,549 -------------------------------------------- Total $ 146,888 $ 131,085 -------------------------------------------- Depreciation and Amortization - Depreciation and amortization of property and equipment and prepaid license/support fees are provided using the straight-line method over estimated useful lives ranging from two to five years. Depreciation and amortization of property and equipment totaled $124,736, $153,691 and $352,543 for the years ended September 30, 1996, 1995 and 1994, respectively. Amortization of prepaid license/support fees totaled $295,458, $276,908 and $455,369 for the years ended September 30, 1996, 1995 and 1994, respectively. Warranty - The Company accrues a warranty cost for all products sold. At September 30, 1996 and 1995, other accrued liabilities included an accrued warranty liability of $55,000 and $19,176, respectively. Warranty expense was $2,642, $-0- and $44,429 for the years ended September 30, 1996, 1995 and 1994, respectively. Revenue Recognition - Revenue from product sales is generally recognized upon shipment. Research and Development - Research and development costs are expensed in the period incurred. Income Taxes - Effective October 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109 (FAS 109) "Accounting for Income Taxes". There was no material cumulative effect of adopting FAS No. 109 and no material effect on the effective tax rate for fiscal 1994. Income (Loss) Per Share - Income (loss) per share is based on the weighted average number of common and common equivalent shares outstanding during the year. Outstanding stock options are included as common equivalents using the treasury stock method when the effect is dilutive. The weighted average number of shares used in determining income (loss) per share was 8,202,753 in 1996; 7,285,788 in 1995; and 6,877,425 in 1994. Statements of Cash Flows - Significant non-cash investing and financing activities were comprised of the following: Year Ended September 30, ----------------------------------- 1996 1995 1994 ----------------------------------- Conversion of deferred rent to short-term obligation due to lease termination $198,762 Note receivable for the sale of the Tempest product line and related assets $350,000 (Note 3) Shares exchanged for the assets and assumed liabilities for TRACS International, Inc. (Note 2) 78,638 Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. New Accounting Standards - In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation", which will be effective for the Company beginning October 1, 1996. SFAS No. 123 requires expanded disclosures of stock-based compensation arrangements with employees and encourages (but does not require) compensation cost to be measured based on the fair value of the equity instrument awarded. Corporations are permitted, however, to continue to apply Accounting Principles Board ("APB) Opinion No. 25, which recognizes compensation cost based on the intrinsic value of the equity instrument awarded. The Company will continue to apply APB Opinion No. 25 to its stock-based compensation awards to employees and will disclosed the required pro forma effect on net income and earnings per share. Reclassifications - Certain prior years balances have been reclassified to conform to the 1996 presentation. 2. ACQUISITION On June 21, 1995, the Company purchased substantially all of the assets and assumed the liabilities of Tracs International, Inc., a Calgary, Canada based developer of local area network facsimile servers. The purchase price included 75,000 unregistered shares of the Company's common stock and a 5% royalty on facsimile related sales for a maximum period of three years or a maximum amount of $300,000. Additional issuances of the Company's common shares may occur, contingent upon the exceeding of certain revenue targeted during a six month period following release from beta testing of a new product. The purchase resulted in $136,250 of goodwill, to be amortized over 60 months 3. SALE OF TEMPEST BUSINESS On March 17, 1995, the Company sold its Tempest business for $350,000. The Company recognized a gain on this sale of $204,853 which is recorded as other income in the consolidated statement of operations. 4. STOCKHOLDERS' EQUITY Options - The Company has two stock option plans for executives and key individuals who make significant contributions to the Company. The 1986 plan provides for the purchase of up to 630,000 shares of common stock through incentive and non-qualified options. The 1988 plan provides for the purchase of up to 650,000 shares of common stock through non-qualified options. For both plans, options must be granted at fair market value and for a term of not more than six years. Employees owning in excess of 10% of the outstanding stock of the Company are excluded from the plans. The 1986 plan expired on September 8, 1996. A 1996 Stock Option Plan replaced the expired plan. The 1996 plan provides for the purchase of up to 1,000,000 shares of common stock through incentive and non-qualified options. Remaining terms are the same as the expired plan. Information concerning all stock options granted by the Company for the years ended September 30, 1996, 1995 and 1994 is as follows: Shares Price Range ------------------------------------------ Balance, September 30, 1993 872,334 $ .656 - 2.250 Granted 357,500 1.160 - 1.340 Exercised (32,369) .656 - 1,810 Cancelled (404,465) .656 - 2.250 ------------------------------------------ Balance, September 30, 1994 793,000 .656 - 2.250 Granted 81,000 1.090 - 1.250 Exercised (72,947) .656 - 1.159 Cancelled (245,553) .656 - 2.250 ------------------------------------------ Balance, September 30, 1995 555,500 .656 - 2.250 Granted 292,250 1.375 - 3.680 Exercised (45,012) .670 - 1.380 Cancelled (61,154) 1.219 - 2.750 ------------------------------------------ Balance, September 30, 1996 741,584 $ .656 - 3.680 ------------------------------------------ At September 30, 1996, options for 1,000,000 and 62,973 shares remained available for granting under the 1996 and 1988 stock option plans, respectively. At September 30, 1996, options for 463,041 shares were exercisable. Sale of Common stock - The Company undertook a private placement stock offering during the second and third quarters of 1995 in which 666,999 shares of common stock were issued, with net proceeds of $475,704. 5. NOTES PAYABLE - BANK At September 30, 1995, the Company had $291,667 outstanding on an advance made by a bank under a refinancing agreement at an interest rate of prime plus 2%. The advance was paid-off in full during the year ended September 30, 1996. The Company has a $400,000 line of credit agreement with a bank which bears an interest rate of prime plus 2-1/2% and expires on February 1, 1997. At September 30, 1996, the Company had no outstanding borrowings on the line. 6. FACTORING AGREEMENT In September 1995, the Company entered into a receivable factoring agreement with a finance company. Under the agreement, the finance company agreed to finance receivables from the Company up to a maximum of $650,000. The finance fee is calculated by taking 10% of the gross face value of the transferred receivables for every 10 day period from the date the receivables are transferred until such receivables are collected, subject to a minimum finance fee of $6,500 per month. Such agreement expired in March 1996 and was not renewed. 7. INCOME TAXES For the years ended September 30, 1996, 1995 and 1994, the Company's provision (benefit) for income taxes were as follows: 1996 1995 1994 --------------------------------------------------- Federal - current $ 98,588 $(227,000) State - current 38,237 $ 800 4,234 --------------------------------------------------- Total $136,825 $ 800 $(222,766) --------------------------------------------------- The federal benefit for fiscal year 1994 represents the carryback of net operating losses to recover taxes paid in prior periods. There was no provision for deferred income taxes in 1996, 1995 or 1994. Under FAS No. 109, deferred income tax liabilities and assets reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's net deferred tax liabilities and assets as of September 30, 1996 and 1995 are as follows: 1996 1995 ------------------------------------- Deferred tax assets: Reserves not currently deductible $ 63,000 $ 21,000 Book depreciation and amortization in excess of tax 85,000 108,000 Research credit carryforwards 529,000 529,000 AMT credit carryforwards 29,000 Net operating loss carryforwards 60,000 838,000 Capitalized research and development costs 85,000 24,000 Uniform capitalization 266,000 Other 176,000 148,000 ------------------------------------ Total deferred tax assets 1,293,000 1,668,000 Valuation allowance for net deferred tax assets (1,293,000) (1,668,000) ------------------------------------ Total $ 0 $ 0 ------------------------------------ The Company has provided a valuation allowance against deferred tax assets recorded as of September 30, 1996 and 1995 due to uncertainties regarding the realization of such assets. The research credit and net operating loss carryforwards expire during the years 2004 to 2010. The Federal net operating loss carryforward at September 30, 1996 totaled $176,000. The differences between the provision (benefit) for income taxes and income taxes computed using the U.S. federal income tax rate were as follows for the years ended September 30: 1996 1995 1994 ---------------------------------- Amount computed using statutory rate (34%) $464,384 $(23,320) $(435,342) Net change in valuation reserve for deferred tax assets (375,292) 23,320 203,829 Nondeductible items 9,496 4,513 State income taxes 38,237 800 4,234 ---------------------------------- Provision (benefit) for income taxes $138,825 $ 800 $(222,766) ---------------------------------- 8. LONG-TERM LIABILITIES As of September 30, 1996 and 1995, long-term liabilities were as follows: 1996 1995 ------------------------------------ Capital lease obligations (see Note 10) $ 13,904 $ 31,831 Deferred rent payable (see Note 10) 1,433 996 Notes payable - bank (see Note 6) 291,667 ------------------------------------ 15,337 324,494 Less current portions (9,190) (267,927) ------------------------------------ Total $ 6,147 $ 56,567 ------------------------------------ The following property and equipment is leased under non-cancellable capital leases as of September 30, 1996 and 1995. 1996 1995 ------------------------------------ Equipment $ 26,254 $ 133,751 Less accumulated depreciation (9,284) (100,274) ------------------------------------ Total $ 16,970 $ 33,477 ------------------------------------ 9. COMMITMENTS AND CONTINGENCIES Leases - The Company's offices and manufacturing facilities are leased under non-cancellable operating leases. The primary facilities lease expires on April 30, 1998, at which time the lease is renewable at current market rates. Future annual minimum rental payments under non-cancellable leases are as follows: Operating Capital Leases Leases ---------------------------------------- Year Ending September 30: 1997 $134,938 $ 11,220 1998 84,228 4,993 1999 2,153 2000 2001 --------------------------------------- Total 221,319 16,213 Less amount representing interest 2,309 --------------------------------------- Present value of minimum lease payments $221,319 $ 13,904 --------------------------------------- Rent expense for operating leases for the years ended September 30, 1996, 1995 and 1994 totalled $159,249, $62,509 and $480,996, respectively. 10. PRODUCT REVENUES AND SALES CONCENTRATIONS Product Revenues - During fiscal years 1996 and 1995 the Company's revenues were derived primarily from the Character Recognition Product line. Revenues by product line as a percentage of net sales, are summarized as follows: Year Ended September 30, ---------------------------------------------- 1996 1995 1994 ---------------------------------------------- Tempest 22% 54% Character recognition 94% 74% 45% Other 6% 4% 1% Sales Concentrations - For the years ended September 30, 1996, 1995 and 1994, the Company had the following sales concentrations: 1996 1995 1994 ------------------------------------------ U.S. government and its agencies * Percent of total sales 7% 16% 11% Non-governmental customers to which sales were in excess of 10% of total sales * Number of customers 2% 2% 1% * Aggregate percentage of sales 33% 25% 21% Foreign Sales - primarily Europe 31% 21% 13% 11. OFFERING COSTS Through September 30, 1996, the Company incurred $185,000 of direct incremental costs, consisting primarily of legal and accounting services, in connection with a proposed public offering of its common stock which is expected to be completed in the first quarter of fiscal 1997. Such costs have been capitalized at September 30, 1996 and will be netted against the proceeds received from the offering. 12. SUBSEQUENT EVENT Effective October 11, 1996, the Company purchased certain technologies from Instant Information Deutschland (IID), a Munich, Germany based value-added distributor of Mitek Networks. The purchase price was $257,000; $87,000 payable in cash and the relief of all debt owed to Mitek by IID in the amount of $170,000. As part of the purchase, the Company has exclusive licensing rights to use copyrights associated with the purchased technology. The licensing rights are freely transferable, worldwide and royalty-free. The purchase will enable the Company to sell certain technologies directly into the German marketplace which were previously distributed by IID. The carrying value will be amortized over the estimated life of the purchased technology. INDEPENDENT AUDITORS' REPORT Mitek Systems, Inc.: We have audited the accompanying consolidated balance sheets of Mitek Systems, Inc. (the "Company") as of September 30, 1996 and 1995, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for each of the three years in the period ended September 30, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company at September 30, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 1996, in conformity with generally accepted accounting principles. San Diego, California November 1, 1996 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information regarding directors and executive officers of the Registrant is incorporated by reference from the Proxy Statement for the 1996 Annual Meeting of Stockholders (the "1996 Proxy Statement"). ITEM 11. EXECUTIVE COMPENSATION Incorporated by reference from the information contained in the 1996 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Incorporated by reference from the information contained in the 1996 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. None. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K (a) (1) The following documents are included in the Company's Annual Report to Stockholders for the year ended September 30, 1996: Independent Auditors' Report Balance Sheets - September 30, 1996 and 1995 Statements of Operations - For the Years Ended September 30, 1996, 1995 and 1994 Statements of Changes in Stockholders' Equity - For the Years Ended September 30, 1996, 1995 and 1994. Statements of Cash Flows - For the Years Ended September 30, 1996, 1995 and 1994. Notes to Financial Statements - For the years Ended September 30, 1996, 1995 and 1994 With the exception of the financial statements listed above and the information incorporated by reference herein, the Annual Report to Stockholders for the fiscal year ended September 30, 1996, is not to be deemed to be filed as part of this report. (2) Financial Statement Schedules: None (3) Exhibits (All items marked with an asterisk are incorporated by reference from the exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1987; if marked by two asterisks, items are incorporated by reference from the Registrant's report on Form 8-K, filed December 7, 1992): 3.1 Certificate of Incorporation of Mitek Systems of Delaware Inc. (now Mitek Systems, Inc.), a Delaware corporation, as amended.* 3.2 Bylaws of Mitek Systems, Inc. as Amended and Restated.* 10.1 License Agreement as of November 25, 1992 by and between HNC, Inc. and Mitek Systems, Inc.** 23 Independent Auditors' Consent Upon request, the Registrant will furnish a copy of any of the listed exhibits for $0.50 per page. (b) The following is a list of Current Reports on Form 8-K filed by the Company during or subsequent to the last quarter of the fiscal year ended September 30, 1996. None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 19, 1996 MITEK SYSTEMS, INC. By: /s/ Barbara Hurlstone Barbara Hurlstone, Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ John M. Thornton Chairman of the Board November 19, 1996 John M. Thornton /s/ John F. Kessler Director and President and Chief November 19, 1996 John F. Kessler Executive Officer (Principal Executive Officer) /s/ Gerald I. Farmer Executive Vice President, November 19, 1996 Gerald I. Farmer Director /s/ Daniel E. Steimle Director November 19, 1996 Daniel E. Steimle /s/ Sally B. Thornton Director November 19, 1996 Sally B. Thornton /s/ James B. DeBello Director November 19, 1996 James B. DeBello /s/ Barbara Hurlstone Secretary and Treasurer November 19, 1996 Barbara Hurlstone (Principal Financial Officer) MITEK SYSTEMS, INC. INDEX TO EXHIBITS EXHIBIT EXHIBIT SEQUENTIALLY NO. NUMBERED PAGE 3.1 Certificate of Incorporation of Mitek Systems of * Delaware, Inc. (now Mitek Systems, Inc.), a Delaware corporation, as amended 3.2 Bylaws of Mitek Systems, Inc. as Amended and * Restated 10.1 License Agreement as of November 25, 1992 by ** and between HNC, Inc. and Mitek Systems, Inc. 23 Independent Auditors' Consent --- ____________________ * Incorporated by reference from the exhibits to Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1987. ** Incorporated by reference from the exhibits to Registrant's Report on Form 8-K, filed December 7, 1992.

 

                          INDEPENDENT AUDITORS' CONSENT


We consent to the  incorporation  by reference  in  Registration  Statement  No.
33-3888 of Mitek  Systems,  Inc.  on Form S-8 of our reports  dated  November 1,
1996,  appearing in this Annual Report on Form 10-K of Mitek  Systems,  Inc. for
the year ended September 30, 1996.


Deloitte & Touche LLP
San Diego, California
November 19, 1996