Mitek Systems(MITK) - 2021 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Mitek Systems' unaudited consolidated financial statements and notes on accounting policies, acquisitions, investments, and debt Consolidated Balance Sheets Consolidated balance sheets show increased assets and equity, driven by cash, investments, and convertible senior notes issuance Consolidated Balance Sheets (in thousands) | Metric | June 30, 2021 (Unaudited) | September 30, 2020 | | :-------------------------------- | :-------------------------- | :------------------- | | Total assets | $422,398 | $169,154 | | Total liabilities | $233,874 | $36,911 | | Total stockholders' equity | $188,524 | $132,243 | | Cash and cash equivalents | $40,549 | $19,986 | | Short-term investments | $138,302 | $40,035 | | Convertible senior notes | $119,625 | — | Consolidated Statements of Operations and Other Comprehensive Income The company reported substantial revenue and net income growth for the three and nine months ended June 30, 2021 Consolidated Statements of Operations and Other Comprehensive Income (in thousands) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Nine Months Ended June 30, 2021 | Nine Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Total revenue | $31,778 | $25,413 | $86,526 | $70,672 | | Operating income | $5,432 | $1,434 | $9,352 | $2,796 | | Interest expense | $2,223 | — | $3,543 | — | | Net income | $2,985 | $1,348 | $6,171 | $2,816 | | Net income per share—basic | $0.07 | $0.03 | $0.14 | $0.07 | | Net income per share—diluted | $0.07 | $0.03 | $0.14 | $0.07 | Consolidated Statements of Stockholders' Equity Stockholders' equity increased significantly due to net income, stock-based compensation, acquisition-related share issuance, and convertible senior notes warrants Consolidated Statements of Stockholders' Equity (in thousands) | Metric | June 30, 2021 | September 30, 2020 | | :--------------------------------- | :-------------- | :----------------- | | Total Stockholders' Equity | $188,524 | $132,243 | | Additional Paid-In Capital | $195,942 | $146,518 | | Accumulated Deficit | $(7,823) | $(13,994) | - Acquisition-related shares issued contributed $13,944 thousand to additional paid-in capital for the three months ended June 30, 2021[16] - Sale of convertible senior notes warrants added $23,909 thousand to additional paid-in capital for the nine months ended June 30, 2021[18] Consolidated Statements of Cash Flows Operating cash flow increased, investing activities used more cash for acquisitions and investments, and financing activities provided significant cash from convertible notes Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Nine Months Ended June 30, 2021 | Nine Months Ended June 30, 2020 | | :----------------------------------- | :------------------------------ | :------------------------------ | | Net cash provided by operating activities | $25,016 | $17,375 | | Net cash used in investing activities | $(147,423) | $(15,530) | | Net cash provided by financing activities | $142,846 | $260 | | Net increase in cash and cash equivalents | $20,563 | $2,190 | | Cash and cash equivalents at end of period | $40,549 | $18,938 | - Proceeds from the issuance of convertible senior notes totaled $155,250 thousand in the nine months ended June 30, 2021[20] - Acquisitions, net of cash acquired, used $12,549 thousand in investing activities for the nine months ended June 30, 2021[20] Notes to Consolidated Financial Statements Detailed explanations of Mitek's business, accounting policies, ID R&D acquisition, investments, goodwill, equity, taxes, convertible notes, and legal matters 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Mitek Systems specializes in mobile image capture and digital identity verification, leveraging AI and machine learning, with recent acquisition of ID R&D - Mitek is a leading innovator of mobile image capture and digital identity verification solutions, serving over 7,500 financial services organizations and fintech brands globally[22] - Key products include Mobile Deposit® (over five billion check deposits processed), Mobile Verify®, Mobile Fill®, and CheckReader™[23][24][25][26] - In May 2021, Mitek acquired ID R&D, Inc., a provider of AI-based voice and face biometrics and liveness detection, to simplify and secure the transaction lifecycle[27] - The company markets products globally through direct sales teams and channel partners in the U.S., Europe, and Latin America[28] Potentially Dilutive Common Shares Excluded from EPS Calculation (in thousands) | Item | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Nine Months Ended June 30, 2021 | Nine Months Ended June 30, 2020 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Stock options | 524 | 207 | 593 | 270 | | RSUs | 1,248 | 1,718 | 1,177 | 1,577 | | ESPP common stock equivalents | 73 | 73 | 27 | — | | Performance options | 263 | — | 224 | — | | Performance RSUs | 98 | 67 | 109 | 26 | | Convertible senior notes | 7,448 | — | 3,983 | — | | Warrants | 7,448 | — | 3,983 | — | | Total potentially dilutive common shares outstanding | 17,102 | 2,065 | 10,096 | 1,873 | 2. REVENUE RECOGNITION Mitek recognizes revenue from software and hardware upon delivery, and from services and transactional SaaS over time, applying a five-step recognition process - Software and hardware revenue is recognized upon delivery of licenses or shipment of hardware[71] - Services and other revenue, including transactional SaaS, maintenance, and professional services, is recognized over the period services are performed[72] Revenue Disaggregated by Major Product Category (in thousands) | Major Product Category | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Nine Months Ended June 30, 2021 | Nine Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Deposits software and hardware | $15,817 | $12,222 | $38,705 | $32,822 | | Deposits services and other | $4,963 | $4,726 | $14,887 | $13,399 | | Deposits revenue | $20,780 | $16,948 | $53,592 | $46,221 | | Identity verification software and hardware | $1,156 | $990 | $3,583 | $3,358 | | Identity verification services and other | $9,842 | $7,475 | $29,351 | $21,093 | | Identity verification revenue | $10,998 | $8,465 | $32,934 | $24,451 | | Total revenue | $31,778 | $25,413 | $86,526 | $70,672 | Contract Balances (in thousands) | Item | June 30, 2021 | September 30, 2020 | | :---------------------------------- | :-------------- | :----------------- | | Contract assets, current | $3,610 | $5,187 | | Contract assets, non-current | $3,723 | $4,468 | | Contract liabilities (deferred revenue), current | $11,896 | $7,973 | | Contract liabilities (deferred revenue), non-current | $614 | $1,597 | 3. BUSINESS COMBINATIONS Mitek acquired ID R&D, Inc. on May 28, 2021, for up to $49.0 million, resulting in significant goodwill and intangible assets - Mitek acquired ID R&D, Inc. on May 28, 2021, for up to $49.0 million, comprising $13.0 million cash, $13.9 million in common stock, and up to $22.1 million in earnout payments[81][82] - The estimated fair value of earnout consideration was $15.3 million at closing, determined using a discounted cash flow methodology[83] Estimated Fair Values of Assets Acquired and Liabilities Assumed from ID R&D Acquisition (in thousands) | Item | Amount | | :-------------------------- | :------- | | Current assets | $385 | | Property, plant, and equipment | $114 | | Intangible assets | $14,190 | | Goodwill | $30,866 | | Current liabilities | $(397) | | Other non-current liabilities | $(3,236) | | Net assets acquired | $41,922 | Estimated Fair Values and Useful Lives of Intangible Assets Acquired from ID R&D Acquisition (in thousands) | Intangible Asset | Amortization Period | Amount Assigned | | :----------------------- | :------------------ | :-------------- | | Completed technologies | 7.0 years | $11,280 | | Customer relationships | 3.0 years | $2,540 | | Trade names | 5.0 years | $370 | | Total intangible assets acquired | | $14,190 | 4. INVESTMENTS Mitek's investment portfolio, primarily available-for-sale debt securities, significantly increased and is carried at fair value, with detailed fair value hierarchy disclosures Investments by Type of Security (in thousands) | Security Type | June 30, 2021 Fair Market Value | September 30, 2020 Fair Market Value | | :---------------------------------- | :------------------------------ | :------------------------------- | | U.S. Treasury, short-term | $5,241 | $10,283 | | Asset-backed securities, short-term | $6,052 | $4,759 | | Corporate debt securities, short-term | $127,009 | $24,993 | | U.S. Treasury, long-term | $4,997 | — | | Foreign government and agency securities, long-term | $2,919 | — | | Corporate debt securities, long-term | $28,727 | $1,963 | | Total | $174,945 | $41,998 | - All investments are classified as available-for-sale debt securities, with unrealized gains and losses included in accumulated other comprehensive income (loss)[89][90] - The fair value of the Notes Hedge and embedded conversion derivative are estimated using a Black-Scholes model and classified as Level 2 in the fair value hierarchy[94] Acquisition-Related Contingent Consideration (Level 3 Fair Value, in thousands) | Item | Amount | | :------------------------------------------ | :------- | | Balance at September 30, 2020 | $753 | | Contingent consideration associated with ID R&D Acquisition | $15,280 | | Foreign currency effect on contingent consideration | $29 | | Payment of contingent consideration | $(782) | | Balance at June 30, 2021 | $15,280 | 5. GOODWILL AND INTANGIBLE ASSETS Goodwill increased significantly to $67.1 million due to the ID R&D acquisition, with intangible assets also rising and amortization expense of $5.2 million Changes in Goodwill Balance (in thousands) | Item | Amount | | :-------------------------- | :------- | | Balance at September 30, 2020 | $35,669 | | Acquisition of ID R&D | $30,866 | | Foreign currency effect on goodwill | $515 | | Balance at June 30, 2021 | $67,050 | Intangible Assets (in thousands) | Item | June 30, 2021 Net | September 30, 2020 Net | | :----------------------- | :---------------- | :------------------- | | Completed technologies | $19,761 | $10,925 | | Customer relationships | $8,343 | $8,238 | | Trade names | $453 | $126 | | Total intangible assets | $28,557 | $19,289 | - Amortization expense related to acquired intangible assets was $5.2 million for the nine months ended June 30, 2021, an increase from $4.8 million in the prior year[97] 6. STOCKHOLDERS' EQUITY Stock-based compensation expense increased, and a new $15 million share repurchase program was authorized in June 2021 Stock-Based Compensation Expense (in thousands) | Expense Category | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Nine Months Ended June 30, 2021 | Nine Months Ended June 30, 2020 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Cost of revenue | $89 | $73 | $258 | $199 | | Selling and marketing | $857 | $693 | $2,537 | $1,859 | | Research and development | $797 | $721 | $2,313 | $2,075 | | General and administrative | $1,124 | $1,014 | $3,474 | $2,979 | | Total stock-based compensation expense | $2,867 | $2,501 | $8,582 | $7,112 | - As of June 30, 2021, $21.0 million of unrecognized compensation expense related to outstanding stock options and RSUs is expected to be recognized over approximately 2.4 years[100] - A new share repurchase program for up to $15 million was authorized on June 15, 2021, expiring June 30, 2022, with no shares purchased as of that date[111] 7. INCOME TAXES Mitek recorded income tax provisions of $0.3 million and $0.2 million for the three and nine months ended June 30, 2021, respectively, with effective tax rates of 9% and 3% Income Tax Provision and Effective Tax Rate (in millions) | Period | Income Tax Provision | Effective Tax Rate | | :------------------------------- | :------------------------------- | :----------------- | | Three Months Ended June 30, 2021 | $0.3 | 9% | | Three Months Ended June 30, 2020 | $0.2 | 15% | | Nine Months Ended June 30, 2021 | $0.2 | 3% | | Nine Months Ended June 30, 2020 | $0.5 | 14% | - The difference from the U.S. federal statutory tax rate is mainly due to excess tax benefits from stock options and RSUs, foreign/state taxes, and federal/state R&D credits[118] 8. CONVERTIBLE SENIOR NOTES In February 2021, Mitek issued $155.3 million in 0.75% convertible senior notes due 2026, with a conversion option treated as an embedded derivative liability - Issued $155.3 million aggregate principal amount of 0.75% convertible senior notes due 2026 in February 2021[119] - Net proceeds from the offering were approximately $149.7 million, used for general corporate purposes and to pay for the Notes Hedge[121] - The conversion option is accounted for as an embedded derivative liability ($54.3 million fair value as of June 30, 2021) due to insufficient authorized shares to settle conversions in equity[119][123][125] Interest Cost Recognized Relating to 2026 Notes (in thousands) | Item | Three Months Ended June 30, 2021 | Nine Months Ended June 30, 2021 | | :------------------------------------ | :------------------------------- | :------------------------------ | | Contractual interest expense | $290 | $463 | | Amortization of debt discount and issuance costs | $1,933 | $3,080 | | Total interest expense recognized | $2,223 | $3,543 | - The company entered into a Notes Hedge (cost $33.2 million) and Warrant Transactions (proceeds $23.9 million) to reduce potential dilution from the 2026 Notes[127][128][129] 9. COMMITMENTS AND CONTINGENCIES Mitek has $9.1 million in operating lease liabilities and is involved in legal proceedings, including patent infringement claims against its customers, which it is vigorously defending Operating Lease Liabilities Maturities (in thousands) | Fiscal Year | Operating Leases | | :---------------- | :--------------- | | 2021—remaining | $531 | | 2022 | $2,159 | | 2023 | $2,113 | | 2024 | $1,779 | | 2025 | $693 | | 2026 | $687 | | Thereafter | $1,803 | | Total lease payments | $9,765 | | Less: amount representing interest | $(655) | | Present value of future lease payments | $9,110 | - A claim of €0.8 million ($0.9 million) was filed against ICAR, with Mitek Holding B.V. indemnified under the acquisition agreement[136][137] - USAA filed lawsuits against Wells Fargo and PNC Bank alleging patent infringement related to mobile deposits, with Wells Fargo settling; Mitek denies infringement and is actively monitoring/defending these claims[139][141][142][143] - Mitek filed a lawsuit against UrbanFT, Inc. for delinquent payments and declaratory judgment of non-infringement of patents, with patent claims dismissed for lack of jurisdiction[148][149] 10. REVENUE CONCENTRATION Mitek experiences revenue concentration from a few key customers and channel partners, with international sales contributing 23% and 26% of total revenue for the three and nine months ended June 30, 2021, respectively - For the three months ended June 30, 2021, three customers accounted for 16%, 13%, and 11% of total revenue, respectively[152] - For the nine months ended June 30, 2021, two customers accounted for 17% and 10% of total revenue[152] - International sales accounted for approximately 23% and 25% of total revenue for the three months ended June 30, 2021 and 2020, respectively[155] - International sales accounted for approximately 26% and 25% of total revenue for the nine months ended June 30, 2021 and 2020, respectively[155] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses Mitek's financial performance, strategic initiatives, market opportunities, and risks, highlighting revenue growth and changes in operating expenses and liquidity Overview Mitek Systems is a leading innovator in mobile image capture and digital identity verification, leveraging AI and machine learning, with solutions like Mobile Deposit® and Mobile Verify® - Mitek is a leading innovator of mobile image capture and digital identity verification solutions, serving over 7,500 financial services organizations and fintech brands[160] - Key products include Mobile Deposit® (mobile check deposit), Mobile Verify® (online identity verification and fraud detection), Mobile Fill® (application prefill), and CheckReader™ (check data extraction)[161][162][163][164] - The acquisition of ID R&D in May 2021 adds AI-based voice and face biometrics and liveness detection to Mitek's offerings[165] Third Quarter Fiscal 2021 Highlights Mitek's third quarter of fiscal 2021 saw 25% revenue growth and 121% net income increase, alongside the ID R&D acquisition and patent portfolio expansion Third Quarter Fiscal 2021 Financial Highlights | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Change (%) | | :--------------------------------- | :------------------------------- | :------------------------------- | :--------- | | Revenue | $31.8 million | $25.4 million | 25% | | Net income | $3.0 million | $1.3 million | 121% | | Net income per diluted share | $0.07 | $0.03 | 133% | | Cash provided by operating activities (nine months) | $9.0 million | $17.4 million | (48%) | - Acquired ID R&D, Inc. on May 28, 2021, for an aggregate purchase price of up to $49.0 million[168] - Increased patent portfolio to 73 issued patents as of June 30, 2021, with 15 additional patent applications pending[167] Market Opportunities, Challenges & Risks Mitek sees market opportunities in digital transformation and regulatory compliance but faces competition, demand fluctuations, lengthy sales cycles, and COVID-19 uncertainties - Market opportunities are driven by financial institutions, fintechs, and other companies seeking superior digital customer experiences, fraud detection, and regulatory compliance[169] - Anticipated growth in deposits and identity verification products based on trends in payments, online lending, regulations, and digital service demand[169] - Challenges include competition, potential declines in demand for digital transactions, negative publicity, and obsolescence of software environments[170] - Sales and implementation cycles can be lengthy, potentially impacting business and financial results[171] - The COVID-19 pandemic's impact on business activity, operations, and financial results remains uncertain, though it may accelerate digital technology adoption[176][178] Results of Operations Mitek experienced strong revenue growth for both the three and nine months ended June 30, 2021, driven by Mobile Deposit® and Mobile Verify® sales, with increased operating expenses offset by lower litigation costs Comparison of the Three Months Ended June 30, 2021 and 2020 For the three months ended June 30, 2021, total revenue increased by 25% to $31.8 million, and net income surged by 121% to $3.0 million, with notable interest expense from new convertible notes Results of Operations (Three Months Ended June 30, in thousands) | Metric | 2021 | 2020 | Increase (Decrease) $ | Increase (Decrease) % | | :-------------------------------- | :----- | :----- | :-------------------- | :-------------------- | | Total revenue | $31,778 | $25,413 | $6,365 | 25% | | Software and hardware revenue | $16,973 | $13,212 | $3,761 | 28% | | Services and other revenue | $14,805 | $12,201 | $2,604 | 21% | | Cost of revenue | $3,410 | $3,496 | $(86) | (2)% | | Selling and marketing | $8,133 | $7,011 | $1,122 | 16% | | Research and development | $6,946 | $5,891 | $1,055 | 18% | | General and administrative | $5,633 | $5,884 | $(251) | (4)% | | Acquisition-related costs and expenses | $2,224 | $1,697 | $527 | 31% | | Interest expense | $2,223 | — | $2,223 | 100% | | Net income | $2,985 | $1,348 | $1,637 | 121% | - Increase in software and hardware revenue primarily due to higher Mobile Deposit® software sales, partially offset by declines in CheckReader™ and ID_CLOUD™[181] - Services and other revenue growth driven by a 33% increase in Mobile Verify® transactional SaaS revenue and higher Mobile Deposit® transactional SaaS revenue[181] - General and administrative expenses decreased due to lower intellectual property litigation costs ($0.9 million), partially offset by higher executive transition and personnel-related costs[186] Comparison of the Nine Months Ended June 30, 2021 and 2020 For the nine months ended June 30, 2021, total revenue increased by 22% to $86.5 million, and net income more than doubled to $6.2 million, with rising operating expenses and new interest costs Results of Operations (Nine Months Ended June 30, in thousands) | Metric | 2021 | 2020 | Increase (Decrease) $ | Increase (Decrease) % | | :-------------------------------- | :----- | :----- | :-------------------- | :-------------------- | | Total revenue | $86,526 | $70,672 | $15,854 | 22% | | Software and hardware revenue | $42,288 | $36,180 | $6,108 | 17% | | Services and other revenue | $44,238 | $34,492 | $9,746 | 28% | | Cost of revenue | $11,340 | $9,615 | $1,725 | 18% | | Selling and marketing | $24,048 | $20,345 | $3,703 | 18% | | Research and development | $19,801 | $16,764 | $3,037 | 18% | | General and administrative | $16,409 | $16,382 | $27 | —% | | Acquisition-related costs and expenses | $5,576 | $4,884 | $692 | 14% | | Interest expense | $3,543 | — | $3,543 | 100% | | Net income | $6,171 | $2,816 | $3,355 | 119% | - Software and hardware revenue increased due to higher Mobile Deposit® software sales and identity verification hardware products[193] - Services and other revenue growth driven by $8.3 million increase in Mobile Verify® transactional SaaS revenue, plus higher maintenance and hosted mobile deposit transactional revenue[193] - Selling and marketing expenses increased due to higher personnel-related costs ($4.1 million) and product promotion costs ($0.4 million), partially offset by decreased travel expenses ($0.8 million) due to COVID-19[195] - General and administrative expenses remained consistent, with higher personnel and executive transition costs offset by decreased intellectual property litigation costs ($1.3 million)[197] Liquidity and Capital Resources Mitek's cash and investments significantly increased by 248% to $215.5 million, primarily from convertible senior notes issuance, with sufficient liquidity for the next twelve months - Cash and cash equivalents and investments increased by $153.5 million (248%) to $215.5 million as of June 30, 2021, from $62.0 million on September 30, 2020[203] - Net cash provided by operating activities was $25.0 million for the nine months ended June 30, 2021[204] - Net cash used in investing activities was $147.4 million, primarily for net purchases of investments ($133.9 million) and the ID R&D acquisition ($12.5 million)[206] - Net cash provided by financing activities was $142.8 million, mainly from $149.7 million net proceeds from 2026 Notes issuance[208] - Working capital was $167.6 million at June 30, 2021, up from $59.8 million at September 30, 2020[225] Off Balance Sheet Arrangements Mitek Systems, Inc. had no off-balance sheet arrangements as of June 30, 2021 - The Company had no off balance sheet arrangements as of June 30, 2021[226] Changes in Critical Accounting Policies The primary change in critical accounting policies relates to the Convertible Senior Notes Hedge and Embedded Conversion Derivative, established in February 2021 - A new accounting policy was established for Convertible Senior Notes Hedge and Embedded Conversion Derivative due to the issuance of the 2026 Notes in February 2021[228] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Mitek is exposed to market risks from interest rates on its investment portfolio and foreign currency fluctuations, primarily the Euro, but a 100 basis point interest rate change would not materially impact short-maturity investments - Investment portfolio consists of cash equivalents and marketable securities (corporate debt, commercial paper, U.S. Treasury, asset-backed securities), with a primary objective to preserve principal[229] - A hypothetical 100 basis point increase or decrease in market interest rates would not materially impact the fair value of investments due to their relatively short maturities[230] - Exposed to foreign currency exchange risks, particularly between the U.S. dollar and the Euro, due to operations in France, the Netherlands, Russia, and Spain[231] ITEM 4. CONTROLS AND PROCEDURES Mitek's disclosure controls were effective as of June 30, 2021, excluding the newly acquired ID R&D, with no other material changes to internal controls despite remote work - Disclosure controls and procedures were effective as of June 30, 2021, based on management's evaluation[233] - Management's assessment of internal control over financial reporting did not include ID R&D's internal controls due to the recent acquisition[235] - No other material changes to internal control over financial reporting occurred during the quarter, and remote work due to COVID-19 has not materially impacted controls[235] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Mitek is involved in various legal proceedings, but management believes their aggregate disposition will not materially affect the company's financial condition or results of operations - The company is subject to various claims and legal proceedings arising in the ordinary course of business[238] - Management believes the disposition of these matters, in aggregate, will not materially affect the company's financial condition or results of operations[238] ITEM 1A. RISK FACTORS Mitek's business is subject to various risks and uncertainties, consistent with prior disclosures, with no material changes reported - No material changes in risk factors from those disclosed in the Annual Report on Form 10-K and the Form 10-Q for the period ended March 31, 2021[239] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS There were no unregistered sales of Mitek's equity securities during the quarter ended June 30, 2021, that were not previously disclosed - No unregistered sales of equity securities occurred during the quarter ended June 30, 2021, that were not previously disclosed[240] ITEM 3. DEFAULTS UPON SENIOR SECURITIES Mitek reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[241] ITEM 4. MINE SAFETY DISCLOSURES Mitek had no mine safety disclosures to report - No mine safety disclosures were reported[242] ITEM 5. OTHER INFORMATION No other information was reported in this section - No other information was reported[243] ITEM 6. EXHIBITS This section lists all exhibits filed with the Form 10-Q, including various agreements, corporate documents, and certifications - Includes the Agreement and Plan of Merger for the ID R&D acquisition (Exhibit 2.3)[245] - Lists the Indenture for the 0.75% Convertible Senior Notes due 2026 (Exhibit 4.1)[245] - Contains certifications from the Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1)[245] Signatures The report is duly signed on behalf of Mitek Systems, Inc. by its Chief Executive Officer and Chief Financial Officer on August 5, 2021 - Report signed by Scipio Maximus Carnecchia (Chief Executive Officer) and Frank Teruel (Chief Financial Officer) on August 5, 2021[249][250]