x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Delaware
|
87-0418827
|
(State
of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
8911
Balboa Ave., Suite B
|
|
San Diego,
California
|
92123
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large Accelerated Filer o
|
Accelerated Filer o
|
|||
Non-Accelerated Filer o
|
Smaller Reporting Company x
|
Special
Note About Forward–Looking Statements
|
(ii)
|
|||
Part
I - Financial Information
|
||||
ITEM
1.
|
Financial
Statements
|
1
|
||
ITEM
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
11
|
||
ITEM
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
16
|
||
ITEM
4.
|
Controls
and Procedures
|
16
|
||
Part
I I - Other Information
|
||||
ITEM
1.
|
Legal
Proceedings
|
16
|
||
ITEM
1A.
|
Risk
Factors.
|
16
|
||
ITEM
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
17
|
||
ITEM
3.
|
Defaults
Upon Senior Securities.
|
17
|
||
ITEM
4.
|
Other
Information.
|
17
|
||
ITEM
5.
|
Exhibits
|
17
|
||
Signatures
|
|
|
18
|
|
·
|
adverse
economic conditions;
|
|
·
|
general
decreases in demand for Mitek products and
services;
|
|
·
|
intense
competition (including entry of new competitors), including among
competitors with substantially greater resources than
Mitek;
|
|
·
|
loss
of key customers or contracts;
|
|
·
|
increased
or adverse federal, state and local government
regulation;
|
|
·
|
inadequate
capital;
|
|
·
|
unexpected
costs;
|
|
·
|
lower
revenues and net income than
forecast;
|
|
·
|
the
risk of litigation and administrative
proceedings;
|
|
·
|
higher
than anticipated labor costs;
|
|
·
|
the
possible fluctuation and volatility of operating results and financial
condition;
|
|
·
|
adverse
publicity and news coverage;
|
|
·
|
inability
to carry out marketing and sales plans;
and
|
|
·
|
loss
of key employees and executives.
|
ITEM
1.
|
FINANCIAL
STATEMENTS
|
December 31,
|
September 30,
|
|||||||
2009
|
2009
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 1,089,725 | $ | 674,115 | ||||
Accounts
receivable including related party of $5,372 and
$10,003, respectively, net of allowance of $24,268 in both
periods
|
698,955 | 360,817 | ||||||
Deferred
maintenance fees
|
60,471 | 60,683 | ||||||
Inventory,
prepaid expenses and other current assets
|
78,909 | 49,910 | ||||||
Total
current assets
|
1,928,060 | 1,145,525 | ||||||
PROPERTY
AND EQUIPMENT-net
|
51,041 | 60,367 | ||||||
SOFTWARE
DEVELOPMENT COSTS-net
|
331,464 | 365,753 | ||||||
OTHER
LONG-TERM ASSETS
|
72,120 | 29,465 | ||||||
TOTAL
ASSETS
|
$ | 2,382,685 | $ | 1,601,110 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable
|
$ | 623,731 | $ | 356,305 | ||||
Accrued
payroll and related taxes
|
207,695 | 206,197 | ||||||
Deferred
revenue
|
465,060 | 700,714 | ||||||
Deferred
rent, current
|
64,992 | 118,732 | ||||||
Other
accrued liabilities
|
11,799 | 44,023 | ||||||
Total
current liabilities
|
1,373,277 | 1,425,971 | ||||||
LONG-TERM
LIABILITIES:
|
||||||||
Long-term
debt
|
405,922 | - | ||||||
Deferred
rent, non-current
|
47,617 | 49,374 | ||||||
Total
long-term liabilities
|
453,539 | 49,374 | ||||||
TOTAL
LIABILITIES
|
1,826,816 | 1,475,345 | ||||||
STOCKHOLDERS'
EQUITY:
|
||||||||
Preferred
stock, $0.001 par value, 1,000,000 shares authorized, none issued and
outstanding
|
- | - | ||||||
Common
stock, $.001 par value; 40,000,000 shares authorized, 16,751,137 issued
and outstanding
|
16,751 | 16,751 | ||||||
Additional
paid-in capital
|
15,574,049 | 14,920,999 | ||||||
Accumulated
deficit
|
(15,034,931 | ) | (14,811,985 | ) | ||||
Total
stockholders' equity
|
555,869 | 125,765 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 2,382,685 | $ | 1,601,110 |
For the three months ended
|
||||||||
December 31,
|
||||||||
2009
|
2008
|
|||||||
SALES
|
||||||||
Software
including sales to a related party of $0 for the three months ended
December 31, 2009 and 2008
|
$ | 676,925 | $ | 496,658 | ||||
Maintenance
and professional services including sales to a related party of
$16,715 and $15,779 for the three months ended December
31, 2009 and 2008, respectively
|
482,086 | 514,790 | ||||||
1,159,011 | 1,011,448 | |||||||
COSTS
AND EXPENSES:
|
||||||||
Cost
of sales-software
|
292,109 | 137,848 | ||||||
Cost
of sales-maintenance and professional services
|
61,057 | 57,730 | ||||||
Operations
|
- | 23,324 | ||||||
Selling
and marketing
|
164,564 | 361,041 | ||||||
Research
and development
|
506,455 | 572,492 | ||||||
General
and administrative
|
333,163 | 529,875 | ||||||
Total
costs and expenses
|
1,357,348 | 1,682,310 | ||||||
OPERATING
LOSS
|
(198,337 | ) | (670,862 | ) | ||||
OTHER
(EXPENSE) INCOME:
|
||||||||
Interest
and other expense
|
(22,715 | ) | (280 | ) | ||||
Interest
income
|
445 | 3,027 | ||||||
Total
other (expense) income
|
(22,270 | ) | 2,747 | |||||
LOSS
BEFORE INCOME TAXES
|
(220,607 | ) | (668,115 | ) | ||||
PROVISION
FOR INCOME TAXES
|
(2,339 | ) | - | |||||
NET
LOSS
|
$ | (222,946 | ) | $ | (668,115 | ) | ||
NET
LOSS PER SHARE - BASIC AND DILUTED
|
$ | (0.01 | ) | $ | (0.04 | ) | ||
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND
DILUTED
|
16,751,137 | 16,751,137 |
For the three months ended
|
||||||||
December 31,
|
||||||||
2009
|
2008
|
|||||||
OPERATING
ACTIVITIES
|
||||||||
Net
loss
|
$ | (222,946 | ) | $ | (668,115 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
43,615 | 9,694 | ||||||
Stock-based
compensation expense
|
25,414 | 31,221 | ||||||
Accretion
of discount on convertible debt
|
21,008 | - | ||||||
Amortization
of capitalized debt issuance costs
|
2,509 | - | ||||||
Provision
for bad debts
|
- | 6,771 | ||||||
Changes
in assets and liabilities:
|
||||||||
Accounts
receivable
|
(338,138 | ) | 259,744 | |||||
Deferred
maintenance fees
|
212 | - | ||||||
Inventory,
prepaid expenses, and other current assets
|
16,164 | 56,532 | ||||||
Accounts
payable
|
267,426 | 144,402 | ||||||
Accrued
payroll and related taxes
|
1,498 | 965 | ||||||
Deferred
revenue
|
(235,654 | ) | (229,474 | ) | ||||
Deferred
rent
|
(55,497 | ) | 796 | |||||
Other
accrued liabilities
|
(32,224 | ) | 28,666 | |||||
Net
cash used in operating activities
|
(506,613 | ) | (358,798 | ) | ||||
INVESTING
ACTIVITIES
|
||||||||
Purchases
of property and equipment
|
- | (9,050 | ) | |||||
Investment
in software development costs
|
- | (63,735 | ) | |||||
Net
cash used in investing activities
|
- | (72,785 | ) | |||||
FINANCING
ACTIVITIES
|
||||||||
Proceeds
from the issuance of convertible debt-net
|
922,223 | - | ||||||
Net
cash cash provided by financing activities
|
922,223 | - | ||||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
415,610 | (431,583 | ) | |||||
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
674,115 | 1,300,281 | ||||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | 1,089,725 | $ | 868,698 | ||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||
Cash
paid for interest
|
$ | 1,496 | $ | 280 | ||||
NON-CASH
FINANCING ACTIVITIES
|
||||||||
Debt
discount on convertible note due to warrants
|
$ | 226,068 | $ | - | ||||
Beneficial
conversion feature related to convertible debt issued
|
$ | 401,568 | $ | - | ||||
Other
assets funded by issuance of convertible note
|
$ | 90,328 | $ | - |
Risk
free interest rate
|
2.19 | % | ||
Expected
term (in years)
|
5.0 | |||
Stock
price volatility
|
2.07 | |||
Expected
dividend yield
|
0 | % |
Number
|
Weighted-average
|
|||||||
of warrants
|
exercise price
|
|||||||
Oustanding
and exercisable at September 30, 2009
|
1,381,428 | $ | 0.80 | |||||
Issued
|
337,501 | $ | 0.91 | |||||
Exercised
for cash
|
- | - | ||||||
Expired
|
- | - | ||||||
Oustanding
and exercisable at December 31, 2009
|
1,718,929 | $ | 0.82 |
Three Months Ended
|
||||||||
December 31,
|
||||||||
2009
|
2008
|
|||||||
Research
and development
|
$ | 9,935 | $ | 8,741 | ||||
Sales
and marketing
|
2,350 | 6,221 | ||||||
General
and administrative
|
13,129 | 16,259 | ||||||
Stock-based
compensation expense related to employee stock options included in
operating expenses
|
$ | 25,414 | $ | 31,221 |
Number of Shares
|
Weighted Average
Grant Date Fair
Value Per Share
|
Weighted Average
Remaining
Contractual Life (in
Years)
|
Aggregate Intrinsic
Value
|
|||||||||||||
Vested
|
2,752,090 | 0.38 | 5.01 | $ | 504,233 | |||||||||||
Unvested
|
780,910 | 0.16 | 8.81 | 798,507 | ||||||||||||
Total
|
3,533,000 | 0.33 | 5.85 | $ | 1,302,740 |
Weighted
|
Weighted
|
|||||||||||||||||||||||
Average
|
Average
|
|||||||||||||||||||||||
Number of
|
Remaining
|
Weighted
|
Number of
|
Exercise Price of
|
Number of
|
|||||||||||||||||||
Range of
|
Options
|
Contractual Life
|
Average
|
Exercisable
|
Exercisable
|
Unvested
|
||||||||||||||||||
Exercise Prices
|
Outstanding
|
(in Years)
|
Exercise Price
|
Options
|
Options
|
Options
|
||||||||||||||||||
$0.07
- $0.69
|
2,300,500 | 6.67 | $ | 0.29 | 1,553,078 | $ | 0.34 | 747,422 | ||||||||||||||||
$0.70
- $0.92
|
461,000 | 4.55 | $ | 0.78 | 427,512 | $ | 0.79 | 33,488 | ||||||||||||||||
$1.06
- $1.68
|
725,000 | 4.32 | $ | 1.11 | 725,000 | $ | 1.11 | - | ||||||||||||||||
$2.13
- $2.68
|
38,500 | 2.14 | $ | 2.28 | 38,500 | $ | 2.28 | - | ||||||||||||||||
$3.25
to $12.37
|
8,000 | 0.38 | $ | 7.21 | 8,000 | $ | 7.21 | - | ||||||||||||||||
3,533,000 | 5.85 | $ | 0.56 | 2,752,090 | $ | 0.66 | 780,910 |
Three Months Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Revenue
|
||||||||
Software
licenses
|
$ | 676,925 | $ | 496,658 | ||||
Maintenance
and professional services
|
482,086 | 514,790 | ||||||
Total
Revenue
|
$ | 1,159,011 | $ | 1,011,448 |
Three Months Ended
|
||||||||
December 31,
|
||||||||
2009
|
2008
|
|||||||
Customers
to which sales were in excess of 10% of
total
sales:
|
||||||||
Number
of customers
|
3 | 3 | ||||||
Aggregate
percentage of sales
|
53.0 | % | 45.7 | % |
Three Months Ended
|
||||||||
December 31,
|
||||||||
2009
|
2008
|
|||||||
Sales
|
$ | 614,460 | $ | 462,239 | ||||
Accounts
receivable balance
|
$ | 487,261 | $ | 317,133 |
December 31,
|
||||
2009
|
||||
Principal,
including accrued interest of $2,953
|
$ | 1,015,503 | ||
Unamortized
discount
|
(609,581 | ) | ||
Net
carrying amount
|
$ | 405,922 |
ITEM
2.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
|
·
|
the
actual contractual terms, such as payment terms, delivery dates, and
pricing of the various product and service elements of a
contract;
|
|
·
|
time
period over which services are to be
performed;
|
|
·
|
creditworthiness
of the customer;
|
|
·
|
the
complexity of customizations to our software required by service
contracts;
|
|
·
|
the
sales channel through which the sale is made (direct, VAR, distributor,
etc.);
|
|
·
|
discounts
given for each element of a contract;
and
|
|
·
|
any
commitments made as to installation or implementation “go live”
dates.
|
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
ITEM
4.
|
CONTROLS
AND PROCEDURES
|
ITEM
1.
|
LEGAL
PROCEEDINGS
|
RISK
FACTORS.
|
ITEM
2.
|
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES.
|
ITEM
4.
|
OTHER
INFORMATION.
|
ITEM
5.
|
EXHIBITS
|
February
16, 2010
|
MITEK
SYSTEMS, INC.
|
|
By:
|
/s/ James B. De Bello
|
|
James
B. DeBello
|
||
President,
Chief Executive Officer, and
|
||
Chief
Financial Officer
|
Exhibit
No.
|
Exhibit Title
|
|
31.1
|
Certification
of Periodic Report by the Chief Executive Officer Pursuant to Rules
13a-14(a) of the Securities Exchange Act of 1934
|
|
31.2
|
Certification
of Periodic Report by the Chief Financial Officer Pursuant to Rules
13a-14(a) of the Securities Exchange Act of 1934
|
|
32.1*
|
Certification
of Periodic Report by the Chief Executive Officer Pursuant to Section 906
of the Sarbanes Oxley Act of 2002
|
|
32.2*
|
Certification
of Periodic Report by the Chief Financial Officer Pursuant to Section 906
of the Sarbanes Oxley Act of 2002
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Mitek Systems,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or cause such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
(d)
|
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
5.
|
The
registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
Date:
February 16, 2010
|
/s/
James B. DeBello
|
James
B. DeBello, Chief Executive Officer
(Principal
Executive Officer)
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Mitek Systems,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or cause such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
(d)
|
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
5.
|
The
registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
Date:
February 16, 2010
|
/s/
James B. DeBello
|
James
B. DeBello, Chief Financial Officer
(Principal
Financial Officer)
|
(1)
|
the
Registrant's Quarterly Report on Form 10-Q of the Registrant for the
period ended December 31, 2009 (the "Report"), to which this statement is
filed as an exhibit, fully complies with the requirements of
Section 13(a) of the Securities Exchange Act of 1934, as
amended; and
|
(2)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Registrant.
|
Date:
February 16, 2010
|
/s/
James B. DeBello
|
James
B. DeBello
Chief
Executive Officer
|
(1)
|
the
Registrant's Quarterly Report on Form 10-Q of the Registrant for the
period ended December 31, 2009 (the "Report"), to which this statement is
filed as an exhibit, fully complies with the requirements of
Section 13(a) of the Securities Exchange Act of 1934, as
amended; and
|
(2)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Registrant.
|
Date:
February 16, 2010
|
/s/
James B. DeBello
|
James
B. DeBello
Chief
Financial Officer
|