Mitek Systems
Annual Report 2017

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-K ☒☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended September 30, 2017☐☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from to .Commission File Number 001-35231 MITEK SYSTEMS, INC.(Exact name of registrant as specified in its charter) Delaware87-0418827(State of Incorporation)(I.R.S. EmployerIdentification No.)600 B Street, Suite 100San Diego, California92101(Address of principal executive offices)(Zip Code)Registrant’s telephone number: (619) 269-6800Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassName of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareNASDAQ Capital MarketSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒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 12months (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 ☒ No ☐Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post suchfiles). Yes ☒ No ☐Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of theregistrant’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. ☒Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Large Accelerated Filer☐Accelerated Filer☒Non-Accelerated Filer☐ (Do not check if a smaller reporting company)Smaller Reporting Company☐ Emerging Growth Company☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock on March 31, 2017, the lastbusiness day of the registrant’s most recently completed second fiscal quarter, as reported on the NASDAQ Capital Market, was $215,219,795. Shares of stock held by officers anddirectors have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.There were 34,774,537 shares of the registrant’s common stock outstanding as of November 20, 2017.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement for the 2018 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant toRegulation 14A are incorporated by reference into Part III of this Form 10-K to the extent stated herein. MITEK SYSTEMS, INC.FORM 10-KFor The Fiscal Year Ended September 30, 2017Important Note About Forward-Looking Statementsi Part I Item 1.Business1Item 1A.Risk Factors4Item 1B.Unresolved Staff Comments15Item 2.Properties15Item 3.Legal Proceedings15Item 4.Mine Safety Disclosures16 Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities17Item 6.Selected Financial Data18Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 7A.Quantitative and Qualitative Disclosures About Market Risk29Item 8.Financial Statements and Supplementary Data30Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure30Item 9A.Controls and Procedures31Item 9B.Other Information31 Part III Item 10.Directors, Executive Officers and Corporate Governance32Item 11.Executive Compensation32Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters32Item 13.Certain Relationships and Related Transactions, and Director Independence32Item 14.Principal Accountant Fees and Services32 Part IV Item 15.Exhibits and Financial Statement Schedules33Exhibit Index33Signatures36In this Annual Report on Form 10-K (“Form 10-K”), unless the context indicates otherwise, the terms “Mitek,” the “Company,” “we,” “us,” and “our”refer to Mitek Systems, Inc., a Delaware corporation.IMPORTANT NOTE ABOUT FORWARD-LOOKING STATEMENTSThis Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “SecuritiesAct”) and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) that involve risks and uncertainties, as well asassumptions that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied bysuch forward-looking statements. The forward-looking statements are contained principally in Item 1—“Business,” Item 1A.—“Risk Factors” and Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but appear throughout this Form 10-K. Forward-lookingstatements may include, but are not limited to, statements relating to our outlook or expectations for earnings, revenues, expenses, asset quality or otherfuture financial or business performance, strategies, expectations or business prospects, or the impact of legal, regulatory or supervisory matters on ourbusiness, results of operations, or financial condition. Specifically, forward-looking statements may include statements relating to our future businessprospects, revenue, income, and financial condition.Forward-looking statements can be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,”“believe,” “seek,” “target,” or similar expressions. Forward-looking statements reflect our judgment based on currently available information and involve anumber of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.In addition to those factors discussed under Item 1A—“Risk Factors,” important factors could cause actual results to differ materially from ourexpectations. These factors include, but are not limited to:•adverse economic conditions;•general decreases in demand for our products and services;•changes in timing of introducing new products into the market;•intense competition (including entry of new competitors), including among competitors with substantially greater resources than us;•increased or adverse federal, state, and local government regulation;•inadequate capital;•unexpected costs;•revenues and net income lower than anticipated;•litigation;•the possible fluctuation and volatility of operating results and financial conditions;•inability to carry out our marketing and sales plans; and•the loss of key employees and executives.All forward-looking statements included in this Form 10-K speak only as of the date of this Form 10-K and you are cautioned not to place unduereliance on any such forward-looking statements. Except as required by law, we undertake no obligation to publicly update or release any revisions to theseforward-looking statements to reflect any events or circumstances that arise after the date of this Form 10-K or to reflect the occurrence of unanticipatedevents. The above list is not intended to be exhaustive and there may be other factors that could preclude us from realizing the predictions made in theforward-looking statements. We operate in a continually changing business environment and new factors emerge from time to time. We cannot predict suchfactors or assess the impact, if any, of such factors on our financial position or results of operations. iPART IITEM 1.BUSINESS.OverviewMitek is a leading innovator of mobile identity verification solutions. We are a software development company with expertise in artificial intelligenceand machine learning. We are currently serving more than 5,900 financial services organizations and leading brands across the globe. Our solutions areembedded in native mobile apps and mobile optimized websites to facilitate better mobile user experiences and compliant transactions.Our Mobile Deposit® solution is used today by millions of consumers in the U.S. and Canada for mobile check deposit. Following the success ofMobile Deposit®, Mitek introduced a multi-check capture solution that enables businesses to deposit multiple checks in one batch using a mobile device.Mitek is also applying our artificial intelligence and machine learning science to digital identity verification globally. Mitek’s Mobile Verify™ isempowering the digital transformation of companies by enabling them to identify with whom they are conducting business. To be in compliance with manygovernmental Know Your Customer ("KYC") and Anti-Money Laundering ("AML") regulatory requirements around the globe identity verification ismandatory. In addition to regulated markets, digital identity verification is also becoming an imperative in the new trust-based sharing economy.Our identity verification solutions are for use with digital/mobile onboarding, trust establishment, and to facilitate money movement. Today, thefinancial services verticals (banks, credit unions, lenders, payments processors, card issuers, insurers, etc.) represent the most usage of our solutions, but we arealso seeing growing adoption by telecommunications, healthcare, travel, retail, sharing economy, and online marketplaces.We market and sell our products and services worldwide through internal, direct sales teams located in the US and Europe as well as through channelpartners. Our partner sales strategy includes channel partners who are financial services technology providers and identity verification providers. Thesepartners integrate our products into their solutions to meet the needs of their customers.Mitek is headquartered in San Diego, California, and has offices in Amsterdam, The Netherlands; Barcelona, Spain; and London, United Kingdom.Product and Technology OverviewTechnologyDuring the fiscal year ended September 30, 2017, we had one operating segment: the development, sale, and service of our proprietary softwaresolutions related to mobile image capture and identity verification.Our digital technology solutions are provided in two parts: (i) a software development kit ("SDK") for mobile auto capture and (ii) a software platformwhich utilizes artificial intelligence and machine learning to classify and extract data and authenticate documents including passports, identity cards, driver'slicenses, and checks using a camera-equipped mobile device.Our technology is built with patented algorithms that analyze images of documents in many ways. These include image quality analysis, image repairand optimization, document identification and classification, data extraction, and authenticators that verify whether an identity document is an unalteredgovernment-issued document.ProductsMobile Deposit®Mitek invented Mobile Deposit® to allow individuals and businesses to remotely deposit checks using their camera-equipped smartphone or tablet.Mobile Deposit® is utilized by the mobile banking apps of U.S. and Canadian retail banks. As of September 30, 2017, more than 5,900 financialinstitutions had signed agreements to deploy Mobile Deposit®. The Mobile Deposit® process allows consumers to take photographs of the front and back of a check and then remotely deposit the check with theirparticipating bank by submitting the images electronically. Mitek delivers a simple and easy user experience with our proprietary mobile auto capture whichassists users in capturing a usable image of a check by simply holding their mobile device over the check. We began selling Mobile Deposit® in the secondfiscal quarter of 2008.1Mobile Verify™Mobile Verify™ is an identity verification solution that can be integrated into mobile apps, mobile websites, and desktop applications. Mobile Verifycombines our advanced auto capture experience and computer vision technology with our software platform which utilizes artificial intelligence andmachine learning to perform algorithmic-based tests that verify the authenticity of thousands of identification document types globally, including passports,driver licenses, and identity cards. The key driver of digital identity verification is to meet stringent regulatory requirements mandated by governments andindustry regulators for digital onboarding and money movement.Mobile Fill™Mobile Fill™, which includes our touch free auto capture experience, enables the camera to serve as a keyboard. Using Mobile Fill™, consumers canpre-fill forms with personal data by simply snapping a picture of their driver's license, passport, credit card, or other document. Organizations can use MobileFill™ for a variety of purposes, including streamlining the process of opening a checking, savings, or credit card account, paying a bill, activating a “switchand save” offer, and more. Mobile Fill is available for native apps and mobile web applications. It is used by national and regional banks, credits unions,wireless telecom operators, and insurance providers.Mobile Docs™Mobile Docs™ is a mobile document scanning solution. It enables consumers to take photos of documents resulting in scanner-qualityimages. Mobile Docs™ is used to submit the trailing documents required for digital account opening, lending, and other use cases where supportingdocumentation is required in a workflow.MiSnap Multi-Check Capture™MiSnap Multi-Check Capture™ is an SDK that banks embed in their business banking app that facilitates capture of multiple checks in one depositsession. Built on our automatic capture technology, MiSnap Multi-Check Capture™ interfaces with an institution's item processing back-end system andleverages existing investments in Mobile Deposit® processing infrastructure. Sales and MarketingWe derive revenue predominately from the sale of licenses (to both our on premise and software as a service ("SaaS") products) and transaction fees touse our Mobile Deposit®, MiSnap Multi-Check Capture™, Mobile Verify™, Mobile Fill™ and Mobile Docs™ products, and to a lesser extent by providingmaintenance and professional services for the products we offer. The revenue we derive from the sale of such licenses is derived from both the sale to ourchannel partners of licenses to sell the applications we offer as well as the direct sale to customers of licenses.We have an internal marketing group that develops corporate and digital marketing strategies. The internal team executes these strategies with thehelp of external resources as needed to support both direct sales and channel partners’ sales efforts.For the fiscal year ended September 30, 2017, we derived revenue of $10.4 million, or 23% of our total revenue, from one customer, compared torevenue of $6.3 million or 18% of our total revenue, from one customer in the fiscal year ended September 30, 2016. For the fiscal year ended September 30,2015, we derived revenue of $6.3 million, or 25% of our total revenue from one customer.International revenues accounted for 14%, 15%, and 5% of our total revenue for the fiscal years ended September 30, 2017, 2016, and 2015,respectively. Revenues from our products are primarily denominated in U.S. dollars. Intellectual PropertyOur success depends in large part upon our proprietary technology. We attempt to protect our intellectual property rights primarily through acombination of patents, copyrights, trademarks, trade secrets, employee and third party non-disclosure agreements, and other measures. We believe thatfactors such as the technological and creative skills of our personnel, new product development, frequent product enhancements, name recognition, andreliable product maintenance are essential to establishing and maintaining a technological leadership position. There can be no assurance that our means ofprotecting our proprietary rights in the U.S. or abroad will be adequate. We seek to protect our software, documentation, and other written materials undertrade secret and copyright laws, which afford only limited protection. Further, there can be no assurance that our patents will offer any protection or that theywill not be challenged, invalidated, or circumvented. If we are unable to protect our intellectual property, or we infringe on the intellectual property rights ofa third party, our operating results could be adversely affected.2As of September 30, 2017, the U.S. Patent and Trademark Office has issued us 35 patents and we have filed for 16 additional domestic andinternational patents. We have 15 registered trademarks and will continue to evaluate the registration of additional trademarks, as appropriate. We claimcommon law protection for, and may seek to register, other trademarks. In addition, we generally enter into confidentiality agreements with our employees.Market Opportunities, Challenges and RisksWe believe that financial institutions and other companies see our patented solutions as a way to provide an enhanced digital customer experienceand, at the same time, create trust with customers and meet regulatory requirements. The value of digital transformation to our customers is an increase in topline revenue and a reduction in the cost of sales and service. We believe digital transformation initiatives are in their infancy. We predict growth in both ourMobile Deposit® and our Identity products based on current trends of bank branch closure, more stringent regulations, growing usage of onlinemarketplaces, and ever-increasing demand for mobile sales, and service by millennials and mobile-first consumers.Factors adversely affecting the pricing of, or demand for, our digital solutions, such as competition from other products or technologies, any decline inthe demand for mobile applications, or negative publicity or obsolescence of the software environments in which our products operate, could result in lowerrevenues or gross margins. Further, because substantially all of our revenues are from a few types of technology, our product concentration may make usespecially vulnerable to market demand and competition from other technologies, which could reduce our revenues.The sales cycle for our software and services can be lengthy and the implementation cycles for our software and services by our channel partners andcustomers can also be lengthy, often a minimum of six months and sometimes longer for larger customers, and require significant investments. Ifimplementation of our products by our channel partners and customers is delayed or otherwise not completed, our business, financial condition, and results ofoperations may be adversely affected.Revenues related to most of our on-premise licenses for mobile products are required to be recognized up front upon satisfaction of all applicablerevenue recognition criteria. Revenue related to our SaaS products is recognized ratably over the life of the contract or as transactions are used depending onthe contract criteria. The recognition of future revenues from these licenses is dependent upon a number of factors, including, but not limited to, the term ofour license agreements, the timing of implementation of our products by our channel partners and customers, and the timing of any re-orders of additionallicenses and/or license renewals by our channel partners and customers.During each of the last few years, sales of licenses to one or more channel partners have comprised a significant part of our revenue each year. This isattributable to the timing of renewals or purchases of licenses and does not represent a dependence on any single channel partner. If we were to lose a channelpartner relationship, we do not believe such a loss would adversely affect our operations because either we or another channel partner could sell our productsto the end-users that had purchased products from the channel partner we lost. However, in that case, we or another channel partner must establish arelationship with the end-users, which could take time to develop, if it develops at all.We have a growing number of competitors in the mobile capture and identity verification industry, many of which have greater financial, technical,marketing, and other resources. However, we believe our patented mobile capture and identity verification technology, our growing portfolio of products andgeographic coverage for the financial services industry, and our market expertise gives us a distinct competitive advantage. To remain competitive, we mustcontinue to offer products that are attractive to the consumer as well as being secure, accurate, and convenient. To help us remain competitive, we intend tofurther strengthen our portfolio of products through research and development as well as partnering with other technology providers.CompetitionThe market for our products and solutions is intensely competitive, subject to rapid change, and significantly affected by new product introductionsand other market activities of industry participants. We face direct and indirect competition from a broad range of competitors who offer a variety of productsand solutions to our current and potential customers. Our principal competition comes from: (i) customer-developed solutions; (ii) companies offeringalternative methods of identity verification; and (iii) companies offering competing technologies capable of mobile remote deposit capture or authenticatingidentity documents and facial photo comparison.It is also possible that we will face competition from new industry participants or alternative technologies. Moreover, as the market for automateddocument processing, image recognition and authentication, check imaging, and fraud detection software develops, a number of companies withsignificantly greater resources than we have could attempt to enter or increase their presence in our industry, either independently or by acquiring or formingstrategic alliances with our competitors, or otherwise increase their focus on the industry. In addition, current and potential competitors have established ormay establish cooperative relationships among themselves or with third parties to increase the ability of their products to address the needs of our current andpotential customers.3Our products are compliant with Service-Oriented Architecture standards and compete, to various degrees, with products produced by a number ofsubstantial competitors. Competition among product providers in this market generally focuses on price, accuracy, reliability, and technical support. Webelieve our primary competitive advantages in this market are: (i) our mobile auto capture user experience used by millions of consumers; (ii) our patentedscience; (iii) scalability; and (iv) an architectural software design that allows our products to be more readily modified, improved with added functionality,and configured for new products, thereby allowing our software to be easily upgraded.Increased competition may result in price reductions, reduced gross margins, and loss of market share, any of which could have a material adverseeffect on our business, operating results, and financial condition.Research and DevelopmentWe develop software products internally and also purchase or license rights to third-party intellectual property. We believe that our future successdepends in part on our ability to maintain and improve our core technologies, enhance our existing products, and develop new products that meet anexpanding range of customer requirements.Internal research and development allows us to maintain closer technical control over our products and gives us the ability to determine whichmodifications and enhancements are most important and when they should be implemented to ensure the proper functioning of our software products. Weintend to expand our existing product offerings and introduce new mobile capture and digital identity verification capabilities that meet a broader set ofneeds of our customers. We intend to continue to support the major industry standard operating environments.Our research and development organization includes software engineers and scientists, many of whom have advanced degrees, as well as additionalpersonnel in quality assurance and related disciplines. All our scientists and software engineers are involved in product development. The development team includes specialists in artificial intelligence, computer vision, software engineering, user interface design, productdocumentation, and quality assurance. The team is responsible for maintaining and enhancing the performance, quality, and utility of all of our products. Inaddition to research and development, our engineering staff provides customer technical support on an as-needed basis.Our research and development expenses for the years ended September 30, 2017, 2016, and 2015 were $10.4 million, $7.8 million, and $5.6 million,respectively. We expect research and development expenses during fiscal year 2018 to increase as compared with those incurred in fiscal year 2017 as wecontinue our new product research and development efforts.Employees and Labor RelationsAs of September 30, 2017, we had 141 employees, 101 in the U.S. and 40 in Europe (United Kingdom and The Netherlands), 139 of which are fulltime. Our total employee base consists of 65 sales and marketing and professional services employees, 50 research and development and support employees,and 26 employees in executive, finance, network administration, and other capacities. In addition, we engaged various consultants in the areas of researchand development, product development, finance, and marketing during fiscal year 2017. We have never had a work stoppage and none of our employees arerepresented by a labor organization. Substantially all of our employees, other than certain number of our executive officers and employees with customaryemployment arrangements within Europe, are at will employees, which means that each employee can terminate his or her relationship with us and we canterminate our relationship with him or her at any time. We offer industry competitive wages and benefits and are committed to maintaining a workplaceenvironment that promotes employee productivity and satisfaction. We consider our relations with our employees to be good.Available InformationOur principal offices are located at 600 B Street, Suite 100, San Diego, CA 92101 and our telephone number is (619) 269-6800. We are subject to thereporting requirements of the Exchange Act. Consequently, we are required to file reports and information with the Securities and Exchange Commission (the“SEC”), including reports on the following forms: annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, andamendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. These reports and other information concerning usmay be accessed, free of charge, through the SEC’s website at www.sec.gov and our website at www.miteksystems.com. These reports are placed on ourwebsite as soon as reasonably practicable after they are filed with the SEC. Information contained in, or that can be accessed through, our website is notincorporated by reference into, nor is it in any way a part of, this Form 10-K.4ITEM 1A.RISK FACTORS.The following risk factors and other information included in this Form 10-K should be carefully considered. The risks and uncertainties described beloware not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair ourbusiness operations. If any of the following risks actually occur, our business, financial condition, results of operations, cash flows, projected results, andfuture prospects could be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you could loseall or part of your investment or interest.Risks Associated With Our BusinessWe have a history of losses and we may not be able to maintain profitability in the future.Our operations resulted in a net loss of $5.3 million and $7.3 million for the years ended September 30, 2014 and 2013, respectively. Although wegenerated net income for the years ended September 30, 2017, 2016, and 2015, we may experience future net losses which may limit our ability to fund ouroperations and we may not generate income from operations in the future. We have a history of losses and may continue to incur significant losses for theforeseeable future. As of September 30, 2017 and 2016, we had an accumulated deficit of $17.5 million and $31.5 million, respectively. Our futureprofitability depends upon many factors, including several that are beyond our control. These factors include, without limitation:•changes in the demand for our products and services;•loss of key customers or contracts;•the introduction of competitive software;•the failure to gain market acceptance of our new and existing products;•the failure to successfully and cost effectively develop, introduce and market new products, services and product enhancements in a timelymanner; and•the timing of recognition of revenue.In addition, we incur significant legal, accounting, and other expenses related to being a public company. As a result of these expenditures, we willhave to generate and sustain increased revenue to achieve and maintain future profitability.We may need to raise additional capital to fund continuing operations and an inability to raise the necessary capital or to do so on acceptable terms couldthreaten the success of our business.We currently anticipate that our available capital resources and operating cash flows will be sufficient to meet our expected working capital andcapital expenditure requirements for at least the next 12 months. However, such resources may not be sufficient to fund the long-term growth of our business.If we determine that it is necessary to raise additional funds, we may choose to do so through strategic collaborations, licensing arrangements, public orprivate equity or debt financing, a bank line of credit, or other arrangements. We cannot be sure that any additional funding, if needed, will be available onterms favorable to us or at all. Furthermore, any additional equity or equity-related financing may be dilutive to our stockholders, new equity securities mayhave rights, preferences or privileges senior to those of existing holders of our shares of common stock, and debt or equity financing, if available, may subjectus to restrictive covenants and significant interest costs. If we obtain funding through a strategic collaboration or licensing arrangement, we may be requiredto relinquish our rights to certain of our technologies, products or marketing territories. If we are unable to obtain the financing necessary to support ouroperations, we may be required to defer, reduce or eliminate certain planned expenditures or significantly curtail our operations.Our ability to utilize our net operating loss and tax credit carryforwards may be limited, which could result in our payment of income taxes earlier than ifwe were able to fully utilize our net operating loss and tax credit carryforwards.Federal and state tax laws impose restrictions on the utilization of net operating loss (“NOL”) and tax credit carryforwards in the event of an“ownership change” as defined by Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”). Generally, an “ownership change” occursif the percentage of the value of the stock that is owned by one or more direct or indirect “five percent shareholders” increases by more than 50% over theirlowest ownership percentage at any time during the applicable testing period (typically, three years). Under Section 382, if a corporation undergoes an“ownership change,” the corporation’s ability to use its pre-change NOL and tax credit carryforwards and other pre-change tax attributes to offset its post-change income may be limited. While no ownership change has resulted in annual limitations, future changes in our stock ownership, which may be outsideof our control, may trigger an “ownership change.” In addition, future5equity offerings or acquisitions that have equity as a component of the purchase price could result in an “ownership change.” If an “ownership change”occurs in the future, utilization of the NOL carryforwards or other tax attributes may be limited, which could potentially result in increased future tax liabilityto us.We currently derive substantially all of our revenue from a single type of technology. If this technology and the related products do not achieve or continueto achieve market acceptance, our business, financial condition and results of operations would be adversely affected.We currently derive substantially all of our revenue from license sales and subscriptions of our software products to customers incorporating ourintelligent mobile imaging technology and software products. If we are unable to achieve or continue to achieve market acceptance of our core technology orproducts incorporating such technology, we will not generate significant revenue growth from the sale of our products.Additionally, factors adversely affecting the pricing of or demand for our products and services, such as competition from other products ortechnologies, any decline in the demand for mobile image processing, negative publicity, or obsolescence of the software environments in which ourproducts operate could adversely affect our business, financial condition, and results of operations.If economic or other factors negatively affect the small and medium-sized business sector, our customers may become unwilling or unable to purchase ourproducts and services, which could cause our revenue to decline.Many of our existing and target customers are in the small and medium-sized business sector. These businesses are more likely to be significantlyaffected by economic downturns than larger, more established businesses. Additionally, these customers often have limited discretionary funds, which theymay choose to spend on items other than our products and services. If small and medium-sized businesses experience economic hardship, it could negativelyaffect the overall demand for our products and services, and could cause our revenue to decline.We face competition from several companies that may have greater resources than we do, which could result in price reductions, reduced margins, or lossof market share.We compete against numerous companies in the mobile imaging software market. Competition in this market may increase as a result of a number offactors, such as the entrance of new or larger competitors or alternative technologies. These competitors may have greater financial, technical, marketing andpublic relations resources, larger client bases, and greater brand or name recognition. These competitors could, among other things:•announce new products or technologies that have the potential to replace our existing product offerings;•force us to charge lower prices; or•adversely affect our relationships with current clients.We may be unable to compete successfully against our current and potential competitors and if we lose business to our competitors or are forced tolower our prices, our revenue, operating margins, and market share could decline.We must continue to engage in extensive research and development in order to remain competitive.Our ability to compete effectively with our mobile imaging software products depends upon our ability to meet changing market conditions anddevelop enhancements to our products on a timely basis in order to maintain our competitive advantage. The markets for products incorporating mobileimaging software technology and products are characterized by rapid advancements in technology and changes in user preferences. Our continued growthwill ultimately depend upon our ability to develop additional technologies and attract strategic alliances for related or separate products. There can be noassurance that we will be successful in developing and marketing product enhancements and additional technologies, that we will not experience difficultiesthat could delay or prevent the successful development, introduction and marketing of these products, or that our new products and product enhancementswill adequately meet the requirements of the marketplace, will be of acceptable quality, or will achieve market acceptance.Our annual and quarterly results have fluctuated greatly in the past and will likely continue to do so, which may cause substantial fluctuations in ourcommon stock price.Our annual and quarterly operating results have in the past and may in the future fluctuate significantly depending on factors including the timing ofcustomer projects and purchase orders, new product announcements and releases by us and other6companies, gain or loss of significant customers, price discounting of our products, the timing of expenditures, customer product delivery requirements, theavailability and cost of components or labor, and economic conditions, both generally and in the information technology market. Revenues related to ourlicenses for mobile imaging software products are required to be recognized upon satisfaction of all applicable revenue recognition criteria. The recognitionof future revenues from these licenses is dependent on a number of factors, including, but not limited to, the terms of our license agreements, the timing ofimplementation of our products by our channel partners and customers and the timing of any re-orders of additional licenses and/or license renewals by ourchannel partners and customers.In fiscal years 2017, 2016 and 2015, sales of licenses to channel partners have comprised a significant part of our revenue. This is attributable to thetiming of the purchase or renewal of licenses and does not represent a dependence on any single channel partner. If we were to lose a channel partnerrelationship, we do not believe such a loss would adversely affect our operations because either we or another channel partner could sell our products to theend-users that had purchased products from the channel partner we lost. However, in that case, we or another channel partner must establish a relationshipwith the end-users, which could take time to develop, if it develops at all.Any unfavorable change in these or other factors could have a material adverse effect on our operating results for a particular quarter or year, whichmay cause downward pressure on our common stock price. We expect quarterly and annual fluctuations to continue for the foreseeable future.Our historical order flow patterns, which we expect to continue, have caused forecasting difficulties for us. If we do not meet our forecasts or analysts’forecasts for us, the price of our common stock may decline.Historically, a significant portion of our sales have resulted from shipments during the last few weeks of the quarter from orders received in the finalmonth of the applicable quarter. We do, however, base our expense levels, in significant part, on our expectations of future revenue. As a result, we expect ourexpense levels to be relatively fixed in the short term. Any concentration of sales at the end of the quarter may limit our ability to plan or adjust operatingexpenses. Therefore, if anticipated shipments in any quarter do not occur or are delayed, expenditure levels could be disproportionately high as a percentageof sales, and our operating results for that quarter would be adversely affected. As a result, we believe that period-to-period comparisons of our results ofoperations are not and will not necessarily be meaningful, and you should not rely upon them as an indication of future performance. If our operating resultsfor a quarter are below the expectations of public market analysts and investors, it could have a material adverse effect on the price of our common stock.Defects or malfunctions in our products could hurt our reputation, sales and profitability.Our business and the level of customer acceptance of our products depend upon the continuous, effective and reliable operation of our products. Ourproducts are extremely complex and are continually being modified and improved, and as such may contain undetected defects or errors when firstintroduced or as new versions are released. To the extent that defects or errors cause our products to malfunction and our customers’ use of our products isinterrupted, our reputation could suffer and our revenue could decline or be delayed while such defects are remedied. We may also be subject to liability forthe defects and malfunctions of third party technology partners and others with whom our products and services are integrated. In addition, our products aretypically intended for use in applications that are critical to a customer’s business. As a result, we believe that our customers and potential customers have agreater sensitivity to product defects than the market for software products in general. There can be no assurance that, despite our testing, errors will not befound in new products or releases after commencement of commercial shipments, resulting in loss of revenues or delay in market acceptance, diversion ofdevelopment resources, damage to our reputation, adverse litigation, or increased service and warranty costs, any of which would have a material adverseeffect upon our business, operating results, and financial condition.Entry into new lines of business, and our offering of new products and services, resulting from our acquisitions may result in exposure to new risks.New lines of business, products or services could have a significant impact on the effectiveness of our system of internal controls and could reduce ourrevenues and potentially generate losses. New products and services, or entrance into new markets, may require substantial time, resources and capital, andprofitability targets may not be achieved. Entry into new markets entails inherent risks associated with our inexperience, which may result in costly decisionsthat could harm our profit and operating results. There are material inherent risks and uncertainties associated with offering new products and services,especially when new markets are not fully developed or when the laws and regulations regarding a new product are not mature. Factors outside of our control,such as developing laws and regulations, regulatory orders, competitive product offerings and changes in commercial and consumer demand for products orservices may also materially impact the successful implementation of new products or services. Failure to manage these risks, or failure of any product orservice offerings to be successful and profitable, could have a material adverse effect on our financial condition and results of operations.7We face risks related to the storage of our customers’ and their end users’ confidential and proprietary information. Our products may not provideabsolute security. We may incur increasing costs in an effort to minimize those risks and to respond to cyber incidents.Our products are designed to maintain the confidentiality and security of our customers’ and their end users’ confidential and proprietary informationthat is stored on our systems, which may include sensitive financial data and personally identifiable information about consumers. However, any accidentalor willful security breaches or other unauthorized access to this data could expose us to liability for the loss of such information, time-consuming andexpensive litigation, and other possible liabilities as well as negative publicity.Our maintenance and regular upgrade of our systems and processes, which are designed to protect the security of our products and the confidentiality,integrity and availability of information belonging to us and our clients, may not provide absolute security. Techniques used to obtain unauthorized accessor to sabotage systems change frequently and generally are difficult to recognize and react to. We may be unable to anticipate these techniques or implementadequate preventative or reactionary measures.A successful penetration or circumvention of the security of our products could cause serious negative consequences, including significant disruptionof our operations, misappropriation of our confidential information or that of our clients, or damage to our systems or those of our clients and counterparties,and could result in violations of applicable privacy and other laws, financial loss to us or to our clients, loss of confidence in our security measures, clientdissatisfaction, significant litigation exposure, and harm to our reputation, all of which could have a material adverse effect on us.If an actual or perceived breach of security occurs, client perception of the effectiveness of our security measures could be harmed and could result inthe loss of clients. Actual or anticipated attacks and risks may cause us to incur increasing costs, including costs to deploy additional personnel andprotection technologies, train employees, and engage third party experts and consultants.Risks Related to Our Intellectual PropertyIf the patents we own or license, or our other intellectual property rights, do not adequately protect our technologies, we may lose market share to ourcompetitors and be unable to operate our business profitably.Our success depends significantly on our ability to protect our rights to the technologies used in our products, including Mobile Deposit®. We rely ontrademark, trade secret, copyright, and patent law, as well as a combination of non-disclosure, confidentiality, and other contractual arrangements to protectour technology and rights. However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain ormaintain any competitive advantage. In addition, we cannot be assured that any of our pending patent applications will result in the issuance of a patent. ThePatent and Trademark Office (“PTO”) may deny or require significant narrowing of claims in our pending patent applications, and patents issued as a result ofthe pending patent applications, if any, may not provide us with significant commercial protection or may not be issued in a form that is advantageous to us.We could also incur substantial costs in proceedings before the PTO. Our issued and licensed patents and those that may be issued or licensed in the futuremay expire or may be challenged, invalidated, or circumvented, which could limit our ability to stop competitors from marketing related technologies.Additionally, upon expiration of our issued or licensed patents, we may lose some of our rights to exclude others from making, using, selling or importingproducts using the technology based on the expired patents. We also must rely on contractual provisions with the third parties that license technology to usand that obligate these third parties to protect our rights in the technology licensed to us. There is no guarantee that these third parties would be successful inattempting to protect our rights in any such licensed technology. There is no assurance that competitors will not be able to design around our patents or otherintellectual property or any intellectual property or technology licensed to us. We also rely on unpatented proprietary technology. We cannot assure you thatwe can meaningfully protect all our rights in our unpatented proprietary technology or that others will not independently develop substantially equivalentproprietary products or processes or otherwise gain access to our unpatented proprietary technology. We seek to protect our know-how and other unpatentedproprietary technology with confidentiality agreements and intellectual property assignment agreements with our employees, consultants, partners, andcustomers. However, such agreements may not be enforceable or may not provide meaningful protection for our proprietary information in the event ofunauthorized use or disclosure or other breaches of the agreements or in the event that our competitors discover or independently develop similar or identicaldesigns or other proprietary information. In addition, we rely on the use of registered and common law trademarks with respect to the brand names of some ofour products. Common law trademarks provide less protection than registered trademarks. Loss of rights in our trademarks could adversely affect ourbusiness, financial condition, and results of operations.Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S. If we fail to applyfor intellectual property protection or if we cannot adequately protect our intellectual property8rights in these foreign countries, our competitors may be able to compete more effectively against us, which could adversely affect our competitive position,as well as our business, financial condition, and results of operations.Claims that we infringe upon the rights, or have otherwise utilized proprietary information, of third parties may give rise to costly and lengthy litigation,and we could be prevented from selling products, forced to pay damages, and defend against litigation.In the past, third parties have asserted claims that certain technologies incorporated in our products infringe on their patent rights. Although we haveresolved past claims that we have infringed on third party patents, there can be no assurance that we will not receive notices in the future from partiesasserting, directly or indirectly through our customers, that our products infringe, or may infringe, on their intellectual property rights, or otherwise utilizetheir proprietary information (see also Item 3—Legal Proceedings). If our technology and products are found to infringe upon or otherwise utilize theproprietary rights of other parties, we could incur substantial costs and we may have to:•obtain licenses, which may not be available on commercially reasonable terms, if at all, and may be non-exclusive, thereby giving our competitorsaccess to the same intellectual property licensed to us;•expend significant resources to redesign our products or technology to avoid infringement;•discontinue the use and sale of infringing products;•pay substantial damages; and•defend litigation or administrative proceedings which may be costly whether we win or lose, and which could result in a substantial diversion ofour valuable management resources and limit our exclusive rights to the technology we have developed.Furthermore, we may initiate claims or litigation against parties for infringement of our proprietary rights or to establish the validity of our proprietaryrights. Litigation, either as plaintiff or defendant, could result in significant expense to us, whether or not such litigation is resolved in our favor. Even if wewere to prevail, any litigation could be costly and time-consuming and would divert the attention of our management and key personnel from our businessoperations. As a result of a patent infringement or other intellectual property suit brought against us or our channel partners or licensees, we or our channelpartners or licensees may be forced to stop or delay developing, manufacturing or selling technologies or potential products that are claimed to infringe on athird party’s intellectual property rights unless that party grants us or our channel partners or licensees rights to use its intellectual property. Ultimately, wemay be unable to develop some of our technologies or potential products or may have to discontinue development of a product candidate or cease some ofour business operations as a result of patent infringement or other intellectual property claims, which could severely harm our business.Risks Related to our OperationsIf we are unable to retain and recruit qualified personnel, or if any of our key executives or key employees discontinues his or her employment with us, itmay have a material adverse effect on our business.We are highly dependent on the key members of our management team and other key technical personnel. If we were to lose the services of one ormore of our key personnel, or if we failed to attract and retain additional qualified personnel, it could materially and adversely affect our customerrelationships, competitive position, and revenues. Furthermore, recruiting and retaining qualified highly skilled engineers involved in the ongoingdevelopments required to refine our technologies and introduce future applications is critical to our success. We may be unable to attract, assimilate, andretain qualified personnel on acceptable terms given the competition within the high technology industry. We do not have any employment agreementsproviding for a specific term of employment with any member of our senior management. We do not maintain “key man” insurance policies on any of ourofficers or employees. We plan to grant restricted stock units or other forms of equity awards in the future as a method of attracting and retaining employees,motivating performance and aligning the interests of employees with those of our stockholders. As of September 30, 2017, we had 2,464,202 shares ofcommon stock available for issuance pursuant to future grants of equity awards under our existing equity compensation plans, which may limit our ability toprovide equity incentive awards to existing and future employees. If we are unable to adopt, implement and maintain equity compensation arrangements thatprovide sufficient incentives, we may be unable to retain our existing employees and attract additional qualified candidates. If we are unable to retain ourexisting employees, including qualified technical personnel, and attract additional qualified candidates, our business and results of operations could beadversely affected.9Legislation and governmental regulations enacted in the U.S. and other countries that apply to us or to our customers may require us to change our currentproducts and services and/or result in additional expenses, which could adversely affect our business and results of operations.Legislation and governmental regulations including changes in legislation and governmental regulations impacting financial institutions, insurancecompanies, and mobile device companies, affect how our business is conducted. Globally, legislation and governmental regulations also influence ourcurrent and prospective customers’ activities, as well as their expectations and needs in relation to our products and services. Compliance with these laws andregulations may be onerous and expensive, and may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance. Any suchincrease in costs as a result of changes in these laws and regulations or in their interpretation could individually or in the aggregate make our products andservices less attractive to our customers, delay the introduction of new products in one or more regions, cause us to change or limit our business practices oraffect our financial condition and operating results.We expect to incur substantial expenses related to the integration of ICAR Vision Systems, S.L.We expect to incur substantial expenses in connection with the integration of the business, policies, procedures, operations, technologies, and systemsof ICAR Vision Systems, S.L., a company incorporated under the laws of Spain ("ICAR"). There are a large number of systems and functions that must beintegrated, including, but not limited to, management information, accounting and finance, billing, payroll and benefits, and regulatory compliance. Inaddition, acquisitions of foreign entities, such as ICAR, are particularly challenging because their prior practices may not meet the requirements of theSarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and/or accounting principles generally accepted in the U.S. (“GAAP”). While we have assumed that a certainlevel of expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of all of the expectedintegration expenses. Moreover, many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time.We may be unable to successfully integrate our business with the business of ICAR and realize the anticipated benefits of the acquisition.Our management has limited integration experience and will be required to devote significant attention and resources to integrating our businesspractices and operations with that of ICAR. In particular, the acquisition of ICAR involves the combination of two companies that previously operated asindependent companies in different countries. Potential difficulties we may encounter as part of the integration process include, but are not limited to, thefollowing:•complexities associated with managing our business and the business of ICAR following the completion of the acquisition, including the challenge ofintegrating complex systems, technology, networks, and other assets of each of the companies in a seamless manner that minimizes any adverse impacton customers, suppliers, employees, and other constituencies;•integrating the workforces of the companies while maintaining focus on providing consistent, high quality customer service; and•potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including costs to integrate the companiesthat may exceed anticipated costs.Any of the potential difficulties listed above could adversely affect our ability to maintain relationships with customers, suppliers, employees, andother constituencies or our ability to achieve the anticipated benefits of the acquisition or otherwise adversely affect our business and financial results.Our actual financial and operating results following the acquisition of ICAR could differ materially from any expectations or guidance provided by usconcerning our future financial and operating results.The combined company resulting from the acquisition of ICAR may not perform as we or the market expects. Expectations regarding ICAR’s impacton our financial and operating results are subject to numerous assumptions, including assumptions derived from our diligence efforts concerning the status ofand prospects for the business of ICAR and assumptions relating to the near-term prospects for our industry generally and the market for the products of ICARin particular. Additional assumptions that we have made relate to numerous matters, including, without limitation, the following:10•projections of future revenues;•anticipated financial performance of products and products currently in development;•our expected capital structure after the acquisition, including after the distribution of any earnout-shares that may (under certain circumstances)become payable to the former shareholders of ICAR;•our ability to maintain, develop and deepen relationships with the customers of ICAR; and•other financial and strategic risks of the acquisition.We cannot provide any assurances with respect to the accuracy of our assumptions, including our assumptions with respect to future revenues orrevenue growth rates, if any, of ICAR. Risks and uncertainties that could cause our actual results to differ materially from currently anticipated resultsinclude, but are not limited to, risks relating to our ability to realize incremental revenues from the acquisition in the amounts that we currently anticipate;risks relating to the willingness of customers and other partners of ICAR to continue to conduct business with the combined company; and numerous risksand uncertainties that affect our industry generally and the markets for our products and those of ICAR, specifically. Any failure to realize the financialbenefits we currently anticipate from the acquisition would have a material adverse impact on our future operating results and financial condition and couldmaterially and adversely affect the trading price or trading volume of our common stock.Due to our operations in non-U.S. markets, we are subject to certain risks that could adversely affect our business, results of operations or financialcondition.We generate revenue in markets outside of the U.S. The risks inherent in global operations include:•lack of familiarity with, and unexpected changes in, foreign laws and legal standards, including employment laws and privacy laws, which may varywidely across the countries in which we sell our products;•increased expense to comply with U.S. laws that apply to foreign corporations, including the Foreign Corrupt Practices Act;•compliance with, and potentially adverse tax consequences of, foreign tax regimes;•fluctuations in currency exchange rates, currency exchange controls, price controls, and limitations on repatriation of earnings;•local economic conditions;•increased expense related to localization of products and development of foreign language marketing and sales materials;•longer accounts receivable payment cycles and difficulty in collecting accounts receivable in foreign countries;•increased financial accounting and reporting burdens and complexities;•restrictive employment regulations;•difficulties and increased expense in implementing corporate policies and controls;•international intellectual property laws, which may be more restrictive or may offer lower levels of protection than U.S. law;•compliance with differing and changing local laws and regulations in multiple international locations, including regional data privacy laws, as well ascompliance with U.S. laws and regulations where applicable in these international locations; and•limitations on our ability to enforce legal rights and remedies.If we are unable to successfully manage these and other risks associated with managing and expanding our international business, the risks couldhave a material adverse effect on our business, results of operations, or financial condition. Further, operating in international markets requires significantmanagement attention and financial resources. Due to the additional uncertainties and risks of doing business in foreign jurisdictions, internationalacquisitions tend to entail risks and require additional oversight and management attention that are typically not attendant to acquisitions made within theU.S. We cannot be certain that the investment and additional resources required to establish, acquire or integrate operations in other countries will producedesired levels of revenue or profitability.11Our international operations may increase our exposure to potential liability under anti-corruption, trade protection, tax, and other laws and regulations.The Foreign Corrupt Practices Act and other anti-corruption laws and regulations (“Anti-Corruption Laws”) prohibit corrupt payments by ouremployees, vendors, or agents. From time to time, we may receive inquiries from authorities in the U.S. and elsewhere about our business activities outside ofthe U.S. and our compliance with Anti-Corruption Laws. While we have implemented policies, training, and internal controls designed to reduce the risk ofcorrupt payments, our employees, vendors, or agents may violate our policies. Our acquisitions of IDchecker and ICAR may significantly increase ourexposure to potential liability under Anti-Corruption Laws. IDchecker and ICAR were not historically subject to the Foreign Corrupt Practices Act, Sarbanes-Oxley, or other laws, to which we are subject, and we may become subject to liability if in the past, IDchecker’s and ICAR's operations did not comply withsuch laws.Our failure to comply with Anti-Corruption Laws could result in significant fines and penalties, criminal sanctions against us, our officers or ouremployees, prohibitions on the conduct of our business, and damage to our reputation. Operations outside of the U.S. may be affected by changes in tradeprotection laws, policies and measures, and other regulatory requirements affecting trade and investment.Due to our international operations, we are subject to certain foreign tax regulations. Such regulations may not be clear, not consistently applied, andsubject to sudden change, particularly with regard to international transfer pricing. Our earnings could be reduced by the uncertain and changing nature ofsuch tax regulations.Fluctuations in foreign currency exchange and interest rates could adversely affect our results of operations.Our business is generally conducted in U.S. dollars. However, we earn revenues, pay expenses, own assets and incur liabilities in countries usingcurrencies other than the U.S. dollar. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues and expensesinto U.S. dollars at the average exchange rate during each reporting period, as well as assets and liabilities into U.S. dollars at exchange rates in effect at theend of each reporting period. The costs of operating in The Netherlands, Spain, and other European markets are subject to the effects of exchange fluctuationsof the Euro and British pound sterling against the U.S. dollar. Therefore, increases or decreases in the value of the U.S. dollar against other major currencieswill affect our net revenues, operating income, and the value of balance sheet items denoted in foreign currencies, and can adversely affect our operatingresults.Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses.Our business is subject to laws, rules, regulations, and standards relating to corporate governance and public disclosure, including the Dodd-FrankWall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), Sarbanes-Oxley, and various other new regulations promulgated by the SEC andrules promulgated by the national securities exchanges.The Dodd-Frank Act, enacted in July 2010, expands federal regulation of corporate governance matters and imposes requirements on publicly-heldcompanies, including us, to, among other things, provide stockholders with a periodic advisory vote on executive compensation and also adds compensationcommittee reforms and enhanced pay-for-performance disclosures. While some provisions of the Dodd-Frank Act were effective upon enactment, others willbe implemented upon the SEC’s adoption of related rules and regulations. The scope and timing of the adoption of such rules and regulations is uncertainand accordingly, the cost of compliance with the Dodd-Frank Act is also uncertain. In addition, Sarbanes-Oxley specifically requires, among other things,that we maintain effective internal control over financial reporting and disclosure of controls and procedures. In particular, we must perform system andprocess evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control overfinancial reporting, as required by Section 404 of Sarbanes-Oxley Act (“Section 404”), and our independent registered public accounting firm is required toattest to our internal control over financial reporting. Our testing, or the subsequent testing by our independent registered public accounting firm may revealdeficiencies in our internal control over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that weincur substantial accounting expenses and expend significant management efforts. We currently have limited internal audit capabilities and will need to hireadditional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able tocomply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in ourinternal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject tosanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.These and other new or changed laws, rules, regulations and standards are, or will be, subject to varying interpretations in many cases due to their lackof specificity. As a result, their application in practice may evolve over time as new guidance is12provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated byongoing revisions to disclosure and governance practices. Our efforts to comply with evolving laws, regulations and standards are likely to continue to resultin increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to complianceactivities. Further, compliance with new and existing laws, rules, regulations and standards may make it more difficult and expensive for us to maintaindirector and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Members ofour board of directors (the "Board") and our principal executive officer and principal financial officer could face an increased risk of personal liability inconnection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified directors and executive officers, whichcould harm our business. We continually evaluate and monitor regulatory developments and cannot estimate the timing or magnitude of additional costs wemay incur as a result.Our restated certificate of incorporation and second amended and restated bylaws provide for indemnification of officers and directors at our expense andlimits their liability, which may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for thebenefit of officers and/or directors.Pursuant to our restated certificate of incorporation and second amended and restated bylaws and as authorized under applicable Delaware law, ourdirectors and officers are not liable for monetary damages for breach of fiduciary duty, except for liability (i) for any breach of the director’s duty of loyalty tothe Company or its stockholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) underSection 174 of the Delaware General Corporation Law (the “DGCL”); or (iv) for any transaction from which the director derived an improper personal benefit.We have entered into a separate indemnification agreement (the “Indemnification Agreement”) with each of our directors. Under the IndemnificationAgreement, each director is entitled to be indemnified against all expenses, judgments, penalties, fines and amounts paid in settlement actually andreasonably incurred by or on behalf of such director in connection with any claims, proceedings or other actions brought against such director as a result ofthe director’s service to us, provided that the director: (i) acted in good faith; (ii) reasonably believed the action was in our best interest; and (iii) in criminalproceedings, reasonably believed the conduct was not unlawful. Additionally, the Indemnification Agreement entitles each director to contribution ofexpenses from us in any proceeding in which we are jointly liable with such director, but for which indemnification is not otherwise available. TheIndemnification Agreement also entitles each director to advancement of expenses incurred by such director in connection with any claim, proceeding orother action in advance of the final adjudication of any such claim, proceeding or other action, provided the director agrees to reimburse us for all suchadvances if it shall ultimately be determined that the director is not entitled to indemnification.The foregoing limitations of liability and provisions for expenses may result in a major cost to us and hurt the interests of our stockholders becausecorporate resources may be expended for the benefit of officers and/or directors.From time-to-time our Board explores and considers strategic alternatives, including financings, strategic alliances, acquisitions, or the possible sale ofthe Company. Our Board may not be able to identify or complete any suitable strategic alternatives and any such alternatives that are completed couldhave an impact on our operations or stock price.From time-to-time our Board explores and considers potential strategic alternatives that may be available to us, including financings, strategicalliances, acquisitions, or the possible sale of the Company. We currently have no agreements or commitments to engage in any specific strategictransactions, and we cannot assure you that our exploration of various strategic alternatives will result in any specific action or transaction. If we determine toengage in a strategic transaction, we cannot predict the impact that such strategic transaction might have on our operations or stock price. We do not intendto provide updates or make further comments regarding the evaluation of strategic alternatives, unless otherwise required by law.Risks Related to Our Common StockConcentration of ownership among our existing directors and executive officers may limit an investor’s ability to influence significant corporate decisions.As of September 30, 2017: (i) our President, Chief Executive Officer and Chairman of our Board beneficially owned approximately 4.9% of ouroutstanding common stock; and (ii) our directors and executive officers as a group beneficially owned approximately 7.6% of our outstanding commonstock. Subject to any fiduciary duties owed to our other stockholders under the DGCL, these stockholders may be able to exercise significant influence overmatters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, and will have some control overour management and policies. Some of these persons may have interests that are different from yours. For example, these13stockholders may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control ofthe Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price of ourstock. In addition, these stockholders could use their voting influence to maintain our existing management and directors in office, delay or prevent changesin control of the Company, or support or reject other management and board proposals that are subject to stockholder approval, such as amendments to ouremployee stock plans and approvals of significant financing transactions.Future sales of our common stock by our insiders may cause our stock price to decline.A significant portion of our outstanding shares are held by directors and executive officers. Resales of a substantial number of shares of our stock bythese stockholders, announcements of the proposed resale of substantial amounts of our stock, or the perception that substantial resales may be made by suchstockholders could adversely impact the market price of our stock. Some of our directors and executive officers have in the past and may in the future enterinto Rule 10b5-1 trading plans pursuant to which they may sell shares of our stock from time to time in the future. Actual or potential sales by these insiders,including those under a pre-arranged Rule 10b5-1 trading plan, could be interpreted by the market as an indication that the insider has lost confidence in ourstock and adversely impact the market price of our stock.We have registered and expect to continue to register shares reserved under our equity plans under a registration statement on Form S-8. All sharesissued pursuant to a registration statement on Form S-8 can be freely sold in the public market upon issuance, subject to restrictions on our affiliates underRule 144 of the Securities Act. If a large number of these shares are sold in the public market, the sales could adversely impact the trading price of our stock. Future sales of our common stock could cause the market price of our common stock to decline.We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale willhave on the market price of our common stock prevailing from time to time. We currently have an effective universal shelf registration statement on file withthe SEC, providing for the potential issuance of shares of our common stock and other securities. Sales of substantial amounts of shares of our common stockor other securities in the public market, or the perception that those sales could occur, may cause the market price of our common stock to decline. Inaddition, any such decline may make it more difficult for you to sell shares of our common stock at prices you may deem acceptable.Our corporate documents and the DGCL contain provisions that could discourage, delay, or prevent a change in control of our company, prevent attemptsto replace or remove current management, and reduce the market price of our stock.Provisions in our restated certificate of incorporation and second amended and restated bylaws may discourage, delay, or prevent a merger oracquisition involving us that our stockholders may consider favorable. For example, our restated certificate of incorporation authorizes our Board to issue upto one million shares of “blank check” preferred stock. As a result, without further stockholder approval, the Board has the authority to attach special rights,including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquireus. We are also subject to the anti-takeover provisions of the DGCL. Under these provisions, if anyone becomes an “interested stockholder,” we may not enterinto a “business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offerand could delay or prevent a change in control of us. An “interested stockholder” is, generally, a stockholder who owns 15% or more of our outstandingvoting stock or an affiliate of ours who has owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions asdescribed in the DGCL.The market price of our common stock has been volatile and your investment in our stock could suffer a decline in value.The market price of our common stock has experienced significant price and volume fluctuations. For example, during the three year period endedSeptember 30, 2017, the closing price of our common stock ranged from $1.91 to $10.55. In addition, the stock market has from time to time experiencedsignificant price and volume fluctuations that have particularly affected the market prices for the common stock of technology companies and that have oftenbeen unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the market price of our commonstock. You may not be able to resell your shares at or above the price you paid for them due to fluctuations in the market price of our stock caused by changesin our operating performance or prospects and other factors.Some specific factors, in addition to the other risk factors identified above, that may have a significant effect on the price of our stock, many of whichwe cannot control, include but are not limited to:•our announcements or our competitors’ announcements of technological innovations;14•quarterly variations in operating results;•changes in our product pricing policies or those of our competitors;•claims of infringement of intellectual property rights or other litigation;•the public’s reaction to our press releases, our other public announcements and our filings with the SEC;•changes in accounting standards, policies, guidance, interpretations or principles;•changes in our growth rate or our competitors’ growth rates;•developments regarding our patents or proprietary rights or those of our competitors;•our inability to raise additional capital as needed;•changes in financial markets or general economic conditions;•sales of stock by us or members of our management team or Board; and•changes in stock market analyst recommendations or earnings estimates regarding our stock, other comparable companies or our industry generally.Because we do not intend to pay dividends, our stockholders will benefit from an investment in our common stock only if our stock price appreciates invalue.We have never declared or paid a dividend on our common stock. We currently intend to retain our future earnings, if any, for use in the operation andexpansion of our business and do not expect to pay any dividends in the foreseeable future. As a result, the success of an investment in our common stockwill depend entirely upon any future appreciation in its value. There is no guarantee that our common stock will appreciate in value or even maintain theprice at which it was purchased. ITEM 1B. UNRESOLVED STAFF COMMENTS.None. ITEM 2.PROPERTIES.Our principal executive offices, as well as our research and development facility, are located in approximately 28,791 square feet of office space in SanDiego, California. The term of the lease for our offices continues through April 30, 2020. The annual base rent under the lease is approximately $0.6 millionper year. IDchecker offices are located in Amsterdam, The Netherlands. The term of the lease for the office continues through May 31, 2020. The annual baserent under the lease is approximately €48,000 per year. We have a sales office in London, United Kingdom. The term of this lease continues through May 31,2018. The annual base rent under this lease is approximately £77,000 per year.On October 5, 2017 we entered into a new office lease to extend the term of the lease for our San Diego, California headquarters. The new lease is forapproximately 28,791 square feet of office space in downtown San Diego, California that we already occupy pursuant to a sublease. The term of the new leasecommences on May 1, 2020, following the conclusion of the sublease and will run for 50 months.We believe our existing properties are in good condition and are sufficient and suitable for the conduct of our business. ITEM 3.LEGAL PROCEEDINGS.Rothschild Mobile Imaging Innovations, Inc.On May 16, 2014, Rothschild Mobile Imaging Innovations, Inc. (“RMII”) filed a complaint against us in the U.S. District Court for the District ofDelaware (the "Court") alleging that certain of our mobile imaging products infringe four RMII-owned patents related to mobile imaging technology. OnJune 1, 2014, RMII amended its complaint to add JPMorgan Chase & Co. and JPMorgan Chase Bank, N.A. (together, “Chase”), one of our customers, as adefendant in the lawsuit (as amended, the “Initial Lawsuit”). On September 8, 2014, RMII filed three additional complaints (the “Subsequent Lawsuits”)against us in the Court. The Subsequent Lawsuits contain allegations substantially similar to the Initial Lawsuit regarding infringement by our mobileimaging products of the four RMII-owned patents related to mobile imaging technology, but name as co-defendants Citibank, N.A., Citigroup Inc., WellsFargo & Company, Wells Fargo Bank, N.A., Bank of America Corporation and Bank of America, N.A., respectively (together with Chase, the “BankDefendants”). RMII subsequently filed amended complaints (together with the Initial Lawsuit and the Subsequent Lawsuits, the “RMII Lawsuits”) adding asdefendants both Fiserv and NCR (the “Distributor Defendants”), each of whom distributes our mobile imaging technology to15one or more of the Bank Defendants. Based on our understanding of the claims, we agreed to accept the demands for indemnity and defense tendered by eachof the Bank Defendants and Distributor Defendants in connection with the RMII Lawsuits.On November 10, 2014, we filed a motion to sever and stay the claims against Chase in the Initial Lawsuit pending resolution of RMII’s claims againstus, which motion was granted on August 3, 2015. On November 19, 2014, we filed joinders to the motion to stay with respect to the Subsequent Lawsuits,which joinders were also granted on August 3, 2015. Additionally, the Patent Trial and Appeal Board (“PTAB”) of the Patent and Trademark Office institutedour petitions for Inter Partes Review (“IPR”) challenging the patentability of all four asserted patents, and the Court agreed to stay the litigation in its entiretyuntil all of the decisions are rendered in the IPR proceedings.On July 20, 2016, the PTAB entered its final decision in the IPR proceedings. The PTAB ruled that all claims asserted in the litigation in all four RMIIpatents were directed to unpatentable subject matter and thus not patent eligible. On September 16, 2016, the parties filed a joint status report notifying theCourt of the PTAB’s decisions in the IPRs. Through that notice, Mitek requested that the Court enter a judgment of non-infringement, or, in the alternative,dismiss all of RMII’s claims against all defendants with prejudice. On September 16, 2016, RMII filed a motion to dismiss without prejudice. Mitek and theBank Defendants opposed the motion. On September 15, 2017, the Court granted the motion, but dismissed the cases with prejudice. On September 29, 2017,Mitek filed a motion for attorneys' fees and expenses. RMII recently filed a response to that motion.Other Legal MattersIn addition to the foregoing, we are subject to various claims and legal proceedings arising in the ordinary course of our business. While any legalproceeding has an element of uncertainty, we believe that the disposition of such matters, in the aggregate, will not have a material effect on our financialcondition or results of operations. ITEM 4.MINE SAFETY DISCLOSURES.None.16PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES.Market InformationOur common stock trades on the NASDAQ Capital Market under the ticker symbol “MITK.” The closing sales price of our common stock onNovember 20, 2017 was $8.95.The following table sets forth, for the fiscal period indicated, the high and low closing sales prices per share of our common stock as reported on theNASDAQ Capital Market. High LowFISCAL YEAR ENDED SEPTEMBER 30, 2017 Fourth Quarter $10.55 $8.25Third Quarter 9.10 6.45Second Quarter 6.85 5.60First Quarter 8.49 5.45FISCAL YEAR ENDED SEPTEMBER 30, 2016 Fourth Quarter $8.50 $7.07Third Quarter 9.28 5.62Second Quarter 6.54 4.10First Quarter 5.28 3.07 HoldersAs of November 20, 2017, there were 315 shareholders of record of our common stock and an undetermined number of beneficial owners.DividendsWe have not paid any dividends on our common stock. We currently intend to retain earnings for use in our business and do not anticipate payingcash dividends in the foreseeable future.Securities Authorized for Issuance Under Equity Compensation PlansThe information required by Item 201(d) of Regulation S-K is incorporated by reference to our definitive proxy statement filed in connection with our2018 Annual Meeting of Stockholders or an amendment to this Form 10-K to be filed with the SEC within 120 days after the close of our fiscal year endedSeptember 30, 2017.Sales of Equity Securities During the PeriodAll equity securities that we sold during the period covered by this Form 10-K that were not registered under the Securities Act have been previouslyreported in our quarterly reports on Form 10-Q or on our current reports on Form 8-K.17Performance GraphThe following information shall not be deemed to be “filed” with the SEC nor shall such information be incorporated by reference into any futurefiling under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such future filing.The following graph and table compare the cumulative total stockholder return data for our common stock from September 30, 2012 throughSeptember 30, 2017 to the cumulative return over such period of (i) a broad market index, the NASDAQ Composite Index and (ii) an industry index, theNASDAQ-100 Technology Sector Index. The graph and table assume that $100 was invested in our common stock at $3.23 per share on September 30, 2012,and in each of the referenced indices, and assumes reinvestment of all dividends. The stock price performance on the following graph and table is notnecessarily indicative of future stock price performance.Comparison of 5 Year Cumulative Total ReturnAmong Mitek Systems, Inc., the NASDAQ Composite Index and the NASDAQ-100 Technology Sector IndexThe graph above reflects the following values: 2012 2013 2014 2015 2016 2017MITK $100.00 $159.75 $74.61 $98.76 $256.66 $294.12NASDAQ Composite $100.00 $121.03 $144.19 $148.26 $170.46 $208.46NASDAQ-100 Technology Sector Index $100.00 $125.78 $159.30 $153.41 $199.42 $266.8218ITEM 6.SELECTED FINANCIAL DATA.The following selected financial data has been derived from our audited financial statements. This data should be read in conjunction with Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes thereto includedelsewhere in this Form 10-K. Our historical results are not necessarily indicative of operating results to be expected in the future.Selected Financial Data(In Thousands, Except Per Share Data) Year Ended September 30, 2017 2016 2015 2014 2013Income Statement Data Revenue $45,390 $34,701 $25,367 $19,150 $14,803Operating income (loss) $2,769 $1,824 $1,892 $(5,408) $(7,300)Net income (loss) $14,092 $1,959 $2,526 $(5,292) $(7,276)Net income (loss) per share—basic $0.43 $0.06 $0.08 $(0.17) $(0.26)Net income (loss) per share—diluted $0.40 $0.06 $0.08 $(0.17) $(0.26)Balance Sheet Data Working capital $41,342 $31,980 $24,005 $21,484 $25,363Total assets $71,719 $48,385 $38,746 $31,103 $32,853Stockholders’ equity $61,408 $39,485 $30,433 $23,942 $25,72919ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.You should read this discussion together with the financial statements, related notes and other financial information included in this Form 10-K. Thefollowing discussion may contain predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties, includingthose discussed under Item 1A—“Risk Factors” and elsewhere in this Form 10-K. These risks could cause our actual results to differ materially from anyfuture performance suggested below. Please see “Important Note About Forward–Looking Statements” at the beginning of this Form 10-K.OverviewMitek is a leading innovator of mobile identity verification solutions. We are a software development company with expertise in artificial intelligenceand machine learning. We are currently serving more than 5,900 financial services organizations and leading brands across the globe. Our solutions areembedded in native mobile apps and mobile optimized websites to facilitate better mobile user experiences and compliant transactions.Mitek's Mobile Deposit® solution is used today by millions of consumers in the U.S. and Canada for mobile check deposit. Following the success ofMobile Deposit®, Mitek introduced a multi-check capture solution that enables businesses to deposit multiple checks in one batch using a mobile device.Mitek is also applying our artificial intelligence and machine learning science to digital identity verification globally. Mitek’s Mobile Verify™ isempowering the digital transformation of companies by enabling them to identify with whom they are conducting business. To be in compliance with manygovernmental KYC and AML regulatory requirements around the globe identity verification is mandatory. In addition to regulated markets, digital identityverification is also becoming an imperative in the new trust based sharing economy.Our identity verification solutions are for use with digital/mobile onboarding, trust establishment, and to facilitate money movement. Today, thefinancial services verticals (banks, credit unions, lenders, payments processors, card issuers, insurers, etc.) represent the most use of our solutions, but we arealso seeing growing adoption by telecommunications, healthcare, travel, retail, sharing economy, and online marketplaces.The core of our user experience is Mitek MiSnap™, a touch-free automated capture technology, which can be incorporated across our product line. Itprovides a simple and superior user experience, making transactions on mobile devices fast and easy for the consumer while helping organizations driverevenue from the increasingly popular mobile channel.Our Mobile Verify™ products can combine the Mitek MiSnap auto capture experience with a variety of advanced computer vision techniques toprovide verification of ID documents. These products enable banks and other businesses to improve KYC processes. This is especially valuable to highlyregulated industries with a large and growing percentage of transactions conducted remotely via mobile devices. These products also enable trust to beachieved on peer-to-peer and merchant processing networks where identity is an inherent part of the transaction. Mobile Verify users include internationalpayments, financial services and information services providers.Mobile Fill™, our mobile identity capture solution, enables the camera to serve as a keyboard. Using Mobile Fill, consumers can quickly pre-fill anyform with personal data by simply snapping a picture of their driver license, credit card, or other document. Organizations use Mobile Fill to verify identityfor service. This can include streamlining the process of opening a customer checking, savings or credit card account, paying a bill, activating a ‘switch andsave’ offer, and more. Mitek’s prime customers for Mobile Fill include national and regional banks, credits unions, wireless telecom operators and insuranceproviders. The second generation of our Mobile Fill product, Mobile Fill for Mobile Web™, enables potential new customers to use their camera as akeyboard right from the organization’s mobile website, eliminating the need to download an application.Mitek’s Mobile Identity Suite has been developed pursuant to the success of Mobile Deposit®, a category leading product that allows individuals andbusinesses to remotely deposit checks using their camera-equipped smartphone or tablet. Our Mobile Deposit® solution has now processed over one billioncheck deposits. We began selling Mobile Deposit® in the second fiscal quarter of 2008, and received our first patent issued for this product in August 2010. Our Commercial Mobile Deposit Capture™ utilizes the same core technology as Mobile Deposit®, but is specific to small and medium size businesses. Itadds capabilities such as mobile multi-check capture to help businesses reduce or eliminate their need for check scanners and trips to the ATM or bankbranch. Many businesses are seeking to lower operating costs through mobile tools that enable them to quickly process payments without a trip to the bank,extra hardware or interchange fees associated with credit cards. We market and sell our products and services worldwide through internal, direct sales teams located in the U.S. and Europe as well as through channelpartners. Our partner sales strategy includes channel partners who are financial services technology providers and identity verification providers. Thesepartners integrate our products into their solutions to meet the needs of their customers. 20Fiscal Year 2017 Highlights •Revenues for the fiscal year ended September 30, 2017 were $45.4 million, an increase of 31% compared to revenues of $34.7 million for the fiscalyear ended September 30, 2016.•Net income was $14.1 million, or $0.40 per diluted share, for the fiscal year ended September 30, 2017, compared to net income of $2.0 million, or$0.06 per diluted share, for the fiscal year ended September 30, 2016. Net income for the fiscal year ended September 30, 2017 included an incometax benefit related to the release of the deferred tax asset valuation allowance of $11.0 million.•Cash provided by operating activities was $10.4 million for the fiscal year ended September 30, 2017, compared to $7.9 million for the fiscal yearended September 30, 2016.•Our mobile check deposit business continued to grow. During fiscal 2017 the total number of financial institutions licensing our technologyexceeded 5,900. All of the top 10 U.S. retail banks, and nearly all of the top 50 U.S. retail banks utilize our technology.•We added new patents to our portfolio during fiscal 2017, bringing our total number of issued patents to 35 as of September 30, 2017. In addition,we have 16 patent applications as of September 30, 2017.Acquisition of ICAR Vision Systems, S.L.On October 16, 2017, Mitek Holding B.V., a company incorporated under the laws of The Netherlands and our wholly owned subsidiary (“MitekHolding B.V.”), acquired all of the issued and outstanding shares of ICAR (the “ICAR Acquisition”) and each of its subsidiaries, pursuant to a Share PurchaseAgreement (the “ICAR Purchase Agreement”), by and among, Mitek, Mitek Holding B.V., and each of the shareholders of ICAR (the “ICAR Sellers”). Uponcompletion of the ICAR Acquisition, ICAR became a direct wholly owned subsidiary of Mitek Holding B.V. and our indirect wholly owned subsidiary.Under the terms of the ICAR Purchase Agreement, Mitek Holding B.V. agreed to purchase all of the outstanding shares of ICAR for an aggregate purchaseprice of up to $15 million. On closing, $4.1 million was paid in cash and $5.6 million in shares of common stock, or 584,291 shares, were issued to the ICARSellers. The ICAR Purchase Agreement also provides for additional payments of up to approximately $5.3 million upon the achievement of certain financialmilestones during fiscal 2018 and fiscal 2019.Acquisition of IDchecker NL B.V.On June 17, 2015, Mitek completed the acquisition (the “IDC Acquisition”) of IDchecker NL B.V., a company incorporated under the laws of TheNetherlands (“IDC NL”), and ID Checker, Inc., a California corporation and wholly owned subsidiary of IDC NL (“IDC Inc.” and together with IDC NL,“IDchecker”), pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) dated May 26, 2015, by and among the Company, IDC NL, IDChecker Holding B.V. (“Parent”), Stichting Administratiekantoor OPID (together with Parent, the “Sellers”), and the other individuals specified therein. Uponcompletion of the IDC Acquisition, IDC NL and IDC Inc. became wholly owned subsidiaries of the Company. IDchecker is a global provider of cloud basedidentity document verification. The IDC Acquisition expanded Mitek’s mobile ID verification capabilities through IDchecker’s ability to read severaldifferent types of passports, international driver’s licenses and identity cards from around the world. The IDC Acquisition also added an internationalcustomer base in the payments, financial services and information services verticals.Pursuant to the terms of the Share Purchase Agreement, the Company acquired all of the issued and outstanding shares of IDC NL and IDC Inc. At theclosing of the IDC Acquisition, the Company paid a purchase price of $5.9 million, which consisted of (i) a cash payment to the Sellers of $5.6 million,subject to adjustments for transaction expenses, indebtedness, and working capital adjustments (the “Cash Payment”) and (ii) the forgiveness of theoutstanding balance of approximately $0.3 million on a promissory note issued by the Company to Parent. Approximately $2.7 million in shares of theCompany’s common stock (the “Closing Shares”), or 712,790 shares, were issued to the Sellers at the closing of the IDC Acquisition. In January 2016, theCompany issued 137,306 additional shares (the “Earnout Shares”), to the Sellers for achievement by IDchecker of certain revenue and net income targets forthe nine-month period ended September 30, 2015. Additionally, 81,182 Earnout Shares were earned by the Sellers for achievement by IDchecker of certainrevenue and net income targets for the twelve-month period ended September 30, 2016. Vesting of both the Closing Shares and Earnout Shares is subject tothe continued employment of the founders of IDchecker and such shares are being accounted for as compensation for future services in accordance withFASB ASC Topic 718, Compensation - Stock Compensation. For additional information regarding the Closing Shares and Earnout Shares, see Note 5 to theCompany’s consolidated financial statements.Upon the closing of the IDC Acquisition, the Company deposited $1.8 million of the Cash Payment and 20% of the Closing Shares into an escrowfund to serve as collateral and partial security for working capital adjustments and certain indemnification rights. In January 2016, the Company alsodeposited 27,461 Earnout Shares into an escrow fund. Additionally,21when the Earnout Shares are issued in respect of the twelve-month period ended September 30, 2016, 20% of such Earnout Shares will be added to the escrowfund. The escrow fund will be maintained until the date that is 24 months after the Earnout Shares for the twelve-month period ended September 30, 2016 areissued or until such earlier time as the escrow fund is exhausted. During the fourth quarter of fiscal 2017, the $1.8 million escrow funds and the closing sharesheld in escrow were released to the Sellers.Market Opportunities, Challenges & RisksThe increase in the acceptance of mobile banking by financial institutions and their customers has helped drive our recent growth in revenue. In thepast year, we experienced an increase in the number of financial institutions that have integrated and launched our mobile applications, particularly ourMobile Deposit® product, as part of their offering of mobile banking choices for their customers. We believe that financial institutions see our patentedsolutions as a way to provide an enhanced customer experience and reduce the cost of sales and service.To sustain our growth in 2018 and beyond, we believe we must continue to offer imaging technology for mobile applications that address a growingmarket for mobile banking and mobile imaging solutions sold into other vertical markets. Our entry into the ID capture and verification market has expandedour addressable market and we intend to leverage the success of our mobile check deposit solution at more than 5,900 financial institutions to increaseadoption of our ID capture and verification solutions.Factors adversely affecting the pricing of or demand for our mobile applications, such as competition from other products or technologies, any declinein the demand for mobile applications, or negative publicity or obsolescence of the software environments in which our products operate, could result inlower revenues or gross margins. Further, because most of our revenues are from a single type of technology, our product concentration may make usespecially vulnerable to market demand and competition from other technologies, which could reduce our revenues.Results of OperationsComparison of the Years Ended September 30, 2017 and 2016The following table summarizes certain aspects of our results of operations for the fiscal year ended September 30, 2017 compared to the fiscal yearended September 30, 2016 (in thousands, except percentages): Twelve Months Ended September 30, Percentage of Total Revenue Increase (Decrease) 2017 2016 2017 2016 $ %Revenue Software$29,647 $22,586 65% 65% 7,061 31%SaaS, maintenance and consulting15,743 12,115 35% 35% 3,628 30%Total revenue$45,390 $34,701 100% 100% 10,689 31%Cost of revenue4,041 3,395 9% 10% 646 19%Selling and marketing14,484 10,937 32% 32% 3,547 32%Research and development10,430 7,794 23% 22% 2,636 34%General and administrative11,310 8,575 25% 25% 2,735 32%Acquisition-related costs and expenses2,356 2,176 5% 6% 180 8%Other income, net402 134 1% —% 268 200%Income tax benefit10,921 1 24% —% 10,920 * * Not meaningfulRevenueTotal revenue increased $10.7 million or 31%, to $45.4 million in 2017 compared to $34.7 million in 2016. The increase was due to an increase insales of software licenses of $7.1 million, or 31%, to $29.6 million in 2017 compared to $22.6 million in 2016. In addition, SaaS, maintenance andconsulting revenue increased $3.6 million, or 30%, to $15.7 million in 201722compared to $12.1 million in 2016. The increase in software license revenue primarily relates to an increase in sales of mobile deposit and mobile identityverification solutions as well as the timing of license renewals in 2017 compared to 2016. Services revenue primarily increased due to additional SaaSrevenue of $2.6 million in 2017 compared to 2016 as well as additional maintenance associated with the increase in our software license revenue.Cost of RevenueCost of revenue includes the costs of royalties for third party products embedded in our products, personnel costs, and overhead related to softwaresupport and billable services engagements. Cost of revenue increased $0.6 million, or 19%, to $4.0 million in 2017 compared to $3.4 million in 2016. Theincrease in cost of revenue is primarily due to an increase in variable royalty costs associated with a higher volume of mobile verify transactions processedduring 2017 compared 2016. As a percentage of revenue, cost of revenue decreased to 9% in 2017 from 10% in 2016.Selling and Marketing ExpensesSelling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated withsales, marketing, and product management personnel, non-billable costs of professional services personnel, and advertising, promotions, trade shows,seminars, and other programs. Selling and marketing expenses increased $3.5 million, or 32%, to $14.5 million in 2017 compared to $10.9 million in 2016.The increase in sales and marketing expense is primarily due to higher personnel-related costs of $3.0 million resulting from our increased headcount in 2017compared to 2016 as well as additional product promotion costs of $0.4 million resulting from a general increase in sales and marketing activity during 2017compared to 2016. As a percentage of revenue, selling and marketing expenses remained consistent at 32% in both 2017 and 2016.Research and Development ExpensesResearch and development expenses include payroll, employee benefits, stock-based compensation, third-party expenses that consist primarily ofcontract labor service, and other headcount-related costs associated with software engineering and mobile capture science. Research and developmentexpenses increased $2.6 million, or 34%, to $10.4 million in 2017 compared to $7.8 million in 2016. The increase in research and development expenses isprimarily due to higher personnel-related costs of $2.1 million resulting from our increased headcount in 2017 compared to 2016. The remaining increase isrelated to an increase in facility, information technology, and other costs of approximately $0.5 million resulting from a general increase in research anddevelopment activity in 2017 compared to 2016. As a percentage of revenue, research and development expenses increased to 23% in 2017 from 22% in2016.General and Administrative ExpensesGeneral and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated withfinance, legal, administration and information technology functions, as well as third party legal, accounting, and other administrative costs. General andadministrative expenses increased $2.7 million, or 32%, to $11.3 million in 2017 compared to $8.6 million in 2016. The increase in absolute dollars ingeneral and administrative expenses is primarily attributable to increased personnel-related costs of $1.5 million in 2017 compared to 2016, CFO transitioncosts of $0.8 million, and an increase in the cost of outside professional services of $0.4 million. As a percentage of revenue, general and administrativeexpenses remained consistent at 25% in both 2017 and 2016.Acquisition-Related Costs and ExpensesAcquisition-related costs and expenses include amortization of intangible assets, stock-based compensation associated with the IDC Acquisition, andprofessional fees and related expenses associated with the IDC Acquisition and the ICAR Acquisition. Acquisition-related costs and expenses were $2.4million and $2.2 million in 2017 and 2016, respectively.Other Income, NetOther income, net includes interest income net of amortization on our marketable securities portfolio and foreign currency transactional gains orlosses. Other income, net increased $0.3 million, or 200%, to $0.4 million in 2017 compared to $0.1 million in 2016, primarily due to an increase in ourbalance of investments in marketable securities combined with an overall increase in investment yield.23Income tax benefitIncome tax benefit for 2017 and 2016 was $10.9 million and $1,000, respectively. The income tax benefit in 2017 primarily represents the reversal ofour valuation allowance previously offsetting our deferred tax assets (see Note 6 in the Consolidated Financial Statements).Results of OperationsComparison of the Years Ended September 30, 2016 and 2015The following table summarizes certain aspects of our results of operations for the fiscal year ended September 30, 2016 compared to the fiscal yearended September 30, 2015 (in thousands, except percentages): Twelve Months Ended September 30, Percentage of Total Revenue Increase (Decrease) 2016 2015 2016 2015 $ %Revenue Software$22,586 $17,870 65% 70% 4,716 26 %SaaS, maintenance and consulting12,115 7,497 35% 30% 4,618 62 %Total revenue$34,701 $25,367 100% 100% 9,334 37 %Cost of revenue3,395 2,471 10% 10% 924 37 %Selling and marketing10,937 6,458 32% 25% 4,479 69 %Research and development7,794 5,577 22% 22% 2,217 40 %General and administrative8,575 7,601 25% 30% 974 13 %Acquisition-related costs and expenses2,176 1,368 6% 5% 808 59 %Other income, net134 91 —% —% 43 47 %Income tax benefit1 543 —% 2% 542 (100)%RevenueTotal revenue increased $9.3 million, or 37%, to $34.7 million in 2016 compared to $25.4 million in 2015. The increase was primarily due to anincrease in sales of software licenses of $4.7 million, or 26%, to $22.6 million in 2016 compared to $17.9 million in 2015. The increase in software licenserevenue primarily relates to increases in sales of our Mobile Deposit®, Mobile Fill®, and Mobile Verify® products due to an increase in the number ofsoftware licenses purchased by partners and customers as well as the timing of license renewals in 2016 compared to 2015. Services revenue increased $4.6million, or 62%, to $12.1 million in 2016 compared to $7.5 million in 2015 primarily due to additional software license arrangements, which typicallyinclude recurring maintenance contracts as well as additional SaaS revenue from the IDC Acquisition. Cost of RevenueCost of revenue includes the costs of royalties for third party products embedded in our products, the cost of reproduction of compact discs and othermedia devices and shipping costs, personnel costs, and overhead related to software support and billable professional services engagements. Cost of revenueincreased $0.9 million, or 37%, to $3.4 million in 2016 compared to $2.5 million in 2015. The increase in cost of revenue is primarily due to the increase inmaintenance revenue and revenue related to the IDC Acquisition. As a percentage of revenue, cost of revenue remained at 10% in 2016 and 2015.Selling and Marketing ExpensesSelling and marketing expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated withsales and marketing personnel, non-billable costs of professional services personnel, and advertising, promotions, trade shows, seminars, and other programs.Selling and marketing expenses increased $4.5 million, or 69%, to $10.9 million in 2016 compared to $6.5 million in 2015. As a percentage of revenue,selling and marketing expenses increased to 32% in 2016 compared to 25% in 2015. The increase in selling and marketing expenses is primarily due toincreased personnel-related costs, including stock-based and other incentive compensation expense totaling $3.0 million, increased outside services totaling$0.3 million and marketing costs totaling $0.2 million.24Research and Development ExpensesResearch and development expenses include payroll, employee benefits, stock-based compensation, consultant expenses, and other headcount-relatedcosts associated with software engineering and mobile imaging science. Research and development expenses increased $2.2 million, or 40%, to $7.8 millionin 2016 compared to $5.6 million in 2015. The increase is primarily due to increased personnel-related costs of $1.5 million, included stock-basedcompensation expense, and additional outside contract services totaling $0.1 million. As a percentage of revenue, research and development expensesremained at 22% in 2016 and 2015.General and Administrative ExpensesGeneral and administrative expenses include payroll, employee benefits, stock-based compensation, and other headcount-related costs associated withfinance, legal, accounting, and other administrative items. General and administrative expenses increased $1.0 million, or 13%, to $8.6 million in 2016compared to $7.6 million in 2015. The increase is primarily due to increased personnel-related costs totaling $0.7 million and increased outside servicestotaling $0.2 million, partially offset by lower litigation expenses. As a percentage of revenue, general and administrative expenses decreased to 25% in 2016compared to 30% in 2015, primarily due to the increase in revenue.Acquisition-related Costs and ExpensesAcquisition-related costs and expenses consist primarily of intangible asset amortization, amortization of deferred compensation, and legal expensesand fees paid to outside consultants in connection with the IDC Acquisition. Acquisition-related costs and expenses increased $0.8 million, or 59%, to $2.2million in 2016 compared to $1.4 million in 2015, due to a full year of intangible asset amortization and amortization of deferred compensation in 2016compared to 2015. As a percentage of revenue, acquisition-related costs and expenses increased to 6% in 2016 compared to 5% in 2015.Income tax benefitIncome tax benefit decreased $0.5 million in 2016 compared to 2015. In 2015 we recognized a discrete tax benefit of $0.6 million which arose fromthe recognition of a deferred tax liability related to identifiable intangibles recorded through purchase accounting in connection with the IDCAcquisition. The recognition of the deferred tax liability resulted in the release of a corresponding valuation allowance on the existing deferred tax assets.Other Income, NetOther income, net includes interest income net of amortization on our marketable securities portfolio and interest expense on our capital lease. Otherincome, net was $0.1 million in 2016 compared to $91,000 in 2015, a decrease of $43,000 or 47%.Liquidity and Capital ResourcesOn September 30, 2017, we had $46.3 million in cash and cash equivalents and investments compared to $35.8 million on September 30, 2016, anincrease of $10.5 million, or 29%. The increase in cash and cash equivalents and investments was primarily due to net cash provided by operating activitiescombined with proceeds from the exercise of stock options and partially offset by capital expenditures.Net Cash Provided by Operating ActivitiesNet cash provided by operating activities during fiscal 2017 was $10.4 million and resulted primarily from net income of $14.1 million adjusted for anet non-cash benefit of $3.1 million, partially offset by unfavorable changes in operating assets and liabilities of $0.6 million. The primary non-cashadjustment to operating activities was deferred income taxes of $11.1 million was partially offset by non-cash charges from stock-based compensation,amortization of Closing Shares and Earnout Shares related to the IDC Acquisition, amortization of intangible assets, and depreciation and amortizationtotaling $5.5 million, $1.6 million, $0.6 million and $0.3 million, respectively.Net cash provided by operating activities during fiscal 2016 was $7.9 million and resulted primarily from net income of $2.0 million adjusted for non-cash charges of $7.0 million, partially offset by unfavorable changes in operating assets and liabilities of $1.1 million. The primary non-cash adjustments tooperating activities were stock-based compensation expense, amortization of Closing Shares and Earnout Shares related to the IDC Acquisition, amortizationof intangible assets, depreciation and amortization on debt securities totaling $4.1 million, $1.5 million, $0.6 million, $0.8 million and $0.1 million,respectively.25Net Cash Used in Investing ActivitiesNet cash used in investing activities was $7.8 million during fiscal 2017, which consisted primarily of net purchases of investments of $7.3 millionand capital expenditures of $0.5 million.Net cash used in investing activities was $3.3 million during fiscal 2016, which consisted primarily of net purchases of investments of $3.0 millionand capital expenditures of $0.3 million.Net Cash Provided by Financing ActivitiesNet cash provided by financing activities was $0.7 million during fiscal 2017, which consisted of proceeds from the exercise of stock options.Net cash provided by financing activities was $1.7 million during fiscal 2016, which consisted primarily of proceeds from the exercise of stockoptions.Other Liquidity MattersOn September 30, 2017, we had investments of $34.1 million, designated as available-for-sale debt securities, which consisted of U.S. Treasury notes,commercial paper, and corporate issuances, carried at fair value as determined by quoted market prices for identical or similar assets, with unrealized gainsand losses, net of tax, and reported as a separate component of stockholders’ equity. All securities for which maturity or sale is expected within one year areclassified as “current” on the Consolidated Balance Sheets. All other securities are classified as “long-term” on the Consolidated Balance Sheets. AtSeptember 30, 2017, we had $30.3 million of our available-for-sale securities classified as current and $3.8 million of our available-for-sale securitiesclassified as long-term. At September 30, 2016, we had $24.9 million of our available-for-sale securities classified as current and $2.0 million of ouravailable-for-sale securities classified as long-term.We had working capital of $41.3 million at September 30, 2017 compared to $32.0 million at September 30, 2016.Based on our current operating plan, we believe the current cash balance and cash expected to be generated from operations will be adequate to satisfyour working capital needs for the next twelve months from the date the financial statements are filed.Off-Balance Sheet ArrangementsWe have no off-balance sheet arrangements as defined in Item 304(a)(4)(ii) of Regulation S-K.Contractual ObligationsThe following table summarizes our contractual obligations as of September 30, 2017 (in thousands): Less than1 year 1-3 years 3-5 years More than5 years TotalOperating lease obligations$917 $1,365 $37 $— $2,319Total$917 $1,365 $37 $— $2,319On October 5, 2017 we entered into an office lease with 600 B Street San Diego Owner, LLC (the “Landlord”) to extend the term of the lease for ourSan Diego headquarters (the “Lease”). The Lease is for approximately 28,791 square feet of office space in downtown San Diego, California (the “Premises”)that we already occupy pursuant to a sublease (the “Sublease”). The term of the Lease commences on May 1, 2020, following the conclusion of the Subleaseand will run for 50 months. During the term of the Lease, the monthly base rent for the Premises will be approximately $95,000 during the first year, $98,000during the second year, $101,000 during the third year, $104,000 during the fourth year, and $107,000 during the final two months. The Lease provides foran abatement of the lease payments for the first four months of the lease term. Pursuant to the Lease, Landlord will provide us with a tenant improvementallowance of approximately $700,000.Critical Accounting PoliciesOur financial statements and accompanying notes are prepared in accordance with GAAP. Preparing financial statements requires management to makeestimates and assumptions that affect the reported amounts of assets, liabilities, stockholders’ equity, revenue, and expenses and related disclosure ofcontingent assets and liabilities. Management regularly evaluates its estimates and assumptions. These estimates and assumptions are based on historicalexperience and on various other factors that are believed to be reasonable under the circumstances, and form the basis for making management’s mostdifficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. Actualresults could vary from those estimates under different assumptions or conditions. Our critical accounting26policies include revenue recognition, allowance for accounts receivable, investments, fair value of equity instruments, goodwill and purchased intangibleassets, business combinations, accounting for income taxes, and capitalized software development costs.Revenue RecognitionWe enter into contractual arrangements with integrators, resellers, and directly with our customers that may include licensing of our software products,product support and maintenance services, consulting services, or various combinations thereof, including the sale of such products or services separately.Our accounting policies regarding the recognition of revenue for these contractual arrangements are fully described in Note 1 to our consolidated financialstatements included in this Form 10-K.We consider many factors when applying GAAP to revenue recognition. These factors include, but are not limited to, whether:•Persuasive evidence of an arrangement exists;•Delivery of the product or performance of the service has occurred;•The fees are fixed or determinable;•Collection of the contractual fee is probable; and•Vendor-specific objective evidence of the fair value of undelivered elements or other appropriate method of revenue allocation exists.Each of the relevant factors is analyzed to determine its impact, individually and collectively with other factors, on the revenue to be recognized forany particular contract with a customer. Management is required to make judgments regarding the significance of each factor in applying the revenuerecognition standards, as well as whether or not each factor complies with such standards. Any misjudgment or error by management in its evaluation of thefactors and the application of the standards, especially with respect to complex or new types of transactions, could have a material adverse effect on our futurerevenues and operating results.Accounts ReceivableWe consistently monitor collections from our customers and maintain a provision for estimated credit losses that is based on historical experience andon specific customer collection issues. While such credit losses have historically been within our expectations and the provisions established, we cannotguarantee that we will continue to experience the same credit loss rates that we have in the past. Since our revenue recognition policy requires customers tobe deemed creditworthy, our accounts receivable are based on customers whose payment is reasonably assured. Our accounts receivable are derived fromsales to a wide variety of customers. We do not believe a change in liquidity of any one customer or our inability to collect from any one customer wouldhave a material adverse impact on our financial position.InvestmentsWe determine the fair value of our assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability(an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on themeasurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. Weuse a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value:•Level 1—Quoted prices in active markets for identical assets or liabilities;•Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quotedprices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the fullterm of the assets or liabilities; and•Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.In using this fair value hierarchy, management may be required to make assumptions about pricing by market participants and assumptions about risk,specifically when using unobservable inputs to determine fair value. These assumptions are subjective in nature and may significantly affect our results ofoperations.27Fair Value of Equity InstrumentsThe valuation of certain items, including compensation expense related to equity awards granted, involves significant estimates based on underlyingassumptions made by management. The valuation of stock options is based upon a Black-Scholes valuation model, which involves estimates of stockvolatility, expected life of the instruments and other assumptions. The valuation of the Senior Executive Long Term Incentive Restricted Stock Units arebased upon the Monte-Carlo simulation, which involves estimates of our stock price, expected volatility, and the probability of reaching the performancetargets.Goodwill and Purchased Intangible AssetsOur goodwill resulted from the IDC Acquisition. Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested forimpairment at least annually or as circumstances indicate that their value may no longer be recoverable. In accordance with ASC Topic 350, Intangibles—Goodwill and Other (“ASC Topic 350”), we review our goodwill and indefinite-lived intangible asset for impairment at least annually in our fiscal fourthquarter and more frequently if events or changes in circumstances occur that indicate a potential reduction in the fair value of our reporting unit and/or ourindefinite-lived intangible asset below their respective carrying values. Examples of such events or circumstances include, but are not limited to: asignificant adverse change in legal factors or in the business climate, a significant decline in our stock price, a significant decline in our projected revenue orcash flows, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, or the presence of other indicators that wouldindicate a reduction in the fair value of a reporting unit.Our goodwill is considered to be impaired if we determine that the carrying value of the reporting unit to which the goodwill has been assignedexceeds management’s estimate of its fair value. Based on the guidance provided by ASC Topic 350 and ASC Topic 280, Segment Reporting, (“ASC Topic280”) management has determined that the Company operates in one segment and consists of one reporting unit given the similarities in economiccharacteristics between our operations and the common nature of our products, services, and customers. Because we have only one reporting unit, andbecause we are publicly traded, we determine the fair value of the reporting unit based on our market capitalization as we believe this represents the bestevidence of fair value. In the fourth quarter of fiscal 2017, we completed our annual goodwill impairment test and concluded that our goodwill was notimpaired. Our conclusion that goodwill was not impaired was based on a comparison of our net assets to our market capitalization.Because we determine the fair value of our reporting unit based on our market capitalization, our future reviews of goodwill for impairment may beimpacted by changes in the price of our common stock. For example, a significant decline in the price of our common stock may cause the fair value of ourgoodwill to fall below its carrying value. Therefore, we cannot assure you that when we complete our future reviews of goodwill for impairment a materialimpairment charge will not be recorded.Business CombinationsAccounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect totangible and intangible assets acquired, liabilities assumed, and pre-acquisition contingencies. We use our best estimates and assumptions to accuratelyassign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date.Examples of critical estimates in valuing certain of the intangible assets and goodwill we have acquired include but are not limited to:•future expected cash flows subscription and support contracts, professional services contracts, other customer contracts, and acquired developedtechnologies and patents;•the acquired company’s trade name, trademark and existing customer relationship, as well as assumptions about the period of time the acquiredtrade name and trademark will continue to be used in our offerings;•uncertain tax positions and tax related valuation allowances assumed; and•discount ratesAccounting for Income TaxesWe estimate income taxes based on the various jurisdictions where we conduct business. Significant judgment is required in determining ourworldwide income tax provision. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets andliabilities for financial reporting purposes and the amounts used for income tax purposes. These differences result in deferred tax assets and liabilities, whichare reflected in our balance sheets. We then assess the likelihood that deferred tax assets will be realized. A valuation allowance is recorded when it is morelikely than not that some of the deferred tax assets will not be realized. When a valuation allowance is established or increased, we record a corresponding taxexpense in our statements of operations. We review the need for a valuation allowance each interim period28to reflect uncertainties about whether we will be able to utilize deferred tax assets before they expire. The valuation allowance analysis is based on estimatesof taxable income for the jurisdictions in which we operate and the periods over which our deferred tax assets will be realizable.We recognize and measure benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expectedto be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustainedupon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not of being sustained upon audit,the second step is to measure the tax benefit as the largest amount that has more than a 50% chance of being realized upon settlement. Significant judgmentis required to evaluate uncertain tax positions. We evaluate uncertain tax positions on a quarterly basis. The evaluations are based upon a number of factors,including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement ofaudit issues.In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred taxassets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in whichthose temporary differences become deductible. During the fourth quarter of 2017, we concluded that it was more likely than not that we would be able torealize the benefit of our deferred tax assets in the future. We based this conclusion on historical and projected operating performance, as well as ourexpectation that our operations will generate sufficient taxable income in future periods to realize the tax benefits associated with the deferred tax assets. As aresult, we reduced the valuation allowance on a portion of our net deferred tax assets by $11.0 million at September 30, 2017. We will continue to assess theneed for a valuation allowance on the deferred tax asset by evaluating both positive and negative evidence that may exist. Any adjustment to the net deferredtax asset valuation allowance would be recorded in the income statement for the period that the adjustment is determined to be required.Capitalized Software Development CostsResearch and development costs are charged to expense as incurred. Costs incurred for the development of computer software that will be sold, leased,or otherwise marketed are capitalized when technological feasibility has been established. These capitalized costs are subject to an ongoing assessment ofrecoverability based on anticipated future revenues and changes in hardware and software technologies. Costs that are capitalized include direct labor andrelated overhead. No such costs were capitalized during the fiscal years ended September 30, 2017 and 2016 because the time period and cost incurredbetween technological feasibility and general release for all software product releases were not material.Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such softwareat the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during postimplementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. We definethe design, configuration, and coding process as the application development stage. We did not capitalize any costs related to computer software developedfor internal use during the years ended September 30, 2017 and 2016. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.Interest RatesThe primary objective of our investment activities is to preserve principal while at the same time maximizing after-tax yields without significantlyincreasing risk. To achieve this objective, we maintain our investment portfolio of cash equivalents and marketable securities in a variety of securities,including corporate debt securities, commercial paper and certificates of deposit. We have not used derivative financial instruments in our investmentportfolio, and none of our investments are held for trading or speculative purposes. Short-term and long-term debt securities are generally classified asavailable-for-sale and consequently are recorded on the Consolidated Balance Sheets at fair value with unrealized gains or losses reported as a separatecomponent of accumulated other comprehensive income, net of estimated tax. As of September 30, 2017, our marketable securities had remaining maturitiesbetween approximately one and eighteen months and a fair market value of $34.1 million, representing 47% of our total assets.The fair value of our cash equivalents and debt securities is subject to change as a result of changes in market interest rates and investment risk relatedto the issuers’ credit worthiness. We do not utilize financial contracts to manage our investment portfolio’s exposure to changes in market interest rates. Ahypothetical 100 basis point increase or decrease in market interest rates would not have a material impact on the fair value of our cash equivalents and debtsecurities due to the relatively short maturities of these investments. While changes in market interest rates may affect the fair value of our investmentportfolio, any gains or losses will not be recognized in our results of operations until the investment is sold or if the reduction in fair value was determined tobe an other-than-temporary impairment.29Foreign Currency RiskAs a result of the IDC Acquisition and the ICAR Acquisition, we have operations in The Netherlands and Spain that are exposed to fluctuations in theforeign currency exchange rate between the U.S. dollar, the Euro, and British pound sterling. The functional currency of our Dutch and Spanish operations isthe Euro. Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in theEuro and British pound sterling. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalentsare reported separately in the Consolidated Statements of Operations and Other Comprehensive Income. ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.Our financial statements and supplementary data required by this item are set forth at the pages indicated in Part IV, Item 15(a)(1) and (a)(2),respectively, of this Form 10-K. ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.None.30ITEM 9A.CONTROLS AND PROCEDURES.Disclosure Controls and ProceduresWe maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designedto provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated andcommunicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisionsregarding required financial disclosures. Under the supervision and with the participation of our management, including our principal executive officer andprincipal financial officer, we conducted an evaluation of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Werecognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectivesand management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation,our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2017.Management’s Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined inRules 13a-15(f) and 15d-15(f) under the Exchange Act. All internal control systems, no matter how well designed, have inherent limitations. Therefore, eventhose systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, weconducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—IntegratedFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our managementconcluded that our internal control over financial reporting was effective as of September 30, 2017.Our internal control over financial reporting has been audited by Mayer Hoffman McCann P.C., an independent registered public accounting firm, asstated in their report appearing below, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as ofSeptember 30, 2017.Changes in Internal Control over Financial ReportingThere has been no change in our internal control over financial reporting during the year ended September 30, 2017 that has materially affected, or isreasonably likely to materially affect, our internal control over financial reporting. ITEM 9B.OTHER INFORMATION.None.31PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.The information required by this item is incorporated by reference to our definitive proxy statement filed in connection with our 2018 AnnualMeeting of Stockholders or an amendment to this Form 10-K to be filed with the SEC within 120 days after the close of our fiscal year ended September 30,2017.ITEM 11.EXECUTIVE COMPENSATION.The information required by this item is incorporated by reference to our definitive proxy statement filed in connection with our 2018 AnnualMeeting of Stockholders or an amendment to this Form 10-K to be filed with the SEC within 120 days after the close of our fiscal year ended September 30,2017.ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS.The information required by this item is incorporated by reference to our definitive proxy statement filed in connection with our 2018 AnnualMeeting of Stockholders or an amendment to this Form 10-K to be filed with the SEC within 120 days after the close of our fiscal year ended September 30,2017.ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.The information required by this item is incorporated by reference to our definitive proxy statement filed in connection with our 2018 AnnualMeeting of Stockholders or an amendment to this Form 10-K to be filed with the SEC within 120 days after the close of our fiscal year ended September 30,2017.ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.The information required by this item is incorporated by reference to our definitive proxy statement filed in connection with our 2018 AnnualMeeting of Stockholders or an amendment to this Form 10-K to be filed with the SEC within 120 days after the close of our fiscal year ended September 30,2017.32PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.(a)(1) Financial StatementsThe Financial Statements of Mitek Systems, Inc. and Report of Independent Registered Public Accounting Firm are included in a separate section ofthis Form 10-K beginning on page F-1.(a)(2) Financial Statement SchedulesThese schedules have been omitted because the required information is included in the financial statements or notes thereto or because they are notapplicable or not required.(a)(3) Exhibits Exhibit No. Description Incorporated byReference fromDocument 2.1 Share Purchase Agreement, dated May 26, 2015, by and among Mitek Systems, Inc., ID Checker NLB.V., ID Checker Holding B.V., Stichting Administratiekantoor OPID, Pierre L.M. deBoer, and MichaelHagen. (4) 2.2 Share Purchase Agreement, dated October 16, 2017, by and among Mitek Systems, Inc., Mitek SystemsHoldings B.V., and the shareholders of ICAR Vision Systems, S.L. (20) 3.1 Restated Certificate of Incorporation of Mitek Systems, Inc., as amended. (1) 3.2 Second Amended and Restated Bylaws of Mitek Systems, Inc. (2) 4.1 Form of debenture issued on December 10, 2009. (3) 4.2 Form of warrant issued on December 10, 2009. (3) 10.1 Mitek Systems, Inc. 2000 Stock Option Plan. (5) 10.2 Mitek Systems, Inc. 2002 Stock Option Plan. (6) 10.3 Mitek Systems, Inc. 2006 Stock Option Plan. (7) 10.4 Mitek Systems, Inc. 2010 Stock Option Plan. (8) 10.5 Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan and the forms of agreement relatedthereto. (9) 10.6 Mitek Systems, Inc. Director Restricted Stock Unit Plan, as amended, and the forms of agreement relatedthereto. (9) 10.7 Mitek Systems, Inc. 401(k) Savings Plan. (10) 10.8 Form of Securities Purchase Agreement, dated December 10, 2009, between Mitek Systems, Inc. andcertain accredited investors. (3) 10.9 Form of Security Agreement dated, December 10, 2009, between Mitek Systems, Inc. and certain securedparties. (3) 3310.10 Executive Severance and Change of Control Plan, dated February 28, 2011, by and between MitekSystems, Inc. and James B. DeBello. (11) 10.11 Offer Letter, dated October 3, 2011, by and between Mitek Systems, Inc. and Russell C. Clark. (12) 10.12 Executive Severance and Change of Control Plan, dated October 11, 2011, by and between MitekSystems, Inc. and Russell C. Clark. (12) 10.13 Offer Letter, dated June 6, 2012, by and between Mitek Systems, Inc. and Michael Diamond. (10) 10.14 Offer Letter, dated June 11, 2012, by and between Mitek Systems, Inc. and Michael Strange. (10) 10.15 Offer Letter, dated May 10, 2013, by and between Mitek Systems, Inc. and Scott Carter. (10) 10.16 Offer Letter, dated June 21, 2017, by and between Mitek Systems, Inc. and Jeffrey C. Davison. (13) 10.17 Executive Severance and Change of Control Plan, dated June 21, 2017, by and between Mitek Systems,Inc. and Jeffrey C. Davison. (13) 10.18 Executive Severance and Change of Control Plan, dated August 10, 2017, by and between MitekSystems, Inc. and Michael Diamond. (14) 10.19 Form of Executive Severance and Change of Control Plan. (14) 10.20 Form of Indemnification Agreement. (1) 10.21 Mitek Systems, Inc. Executive Bonus Program Fiscal Year 2014 (15) 10.22 Mitek Systems, Inc. Executive Bonus Program Fiscal Year 2015 (2) 10.23 Mitek Systems, Inc. Executive Bonus Program Fiscal Year 2016 (16) 10.24 Mitek Systems, Inc. Executive Bonus Program Fiscal Year 2017 (17) 10.25 Sublease, dated August 12, 2016, by and between Bridgepoint Education, Inc. and Mitek Systems, Inc. (18) 10.26 Lease Termination Agreement, dated August 16, 2016, by and between The Realty Associated FundVIII, L.P. and Mitek Systems, Inc. (18) 10.27 Lease, dated October 5, 2017, by and between 600 B Street San Diego Owner, LLC and Mitek Systems,Inc. (19) 23.1 Consent of Mayer Hoffman McCann P.C. * 24.1 Power of Attorney (included on the signature page). * 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of1934. * 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of1934. * 3432.1 Certification Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of theSarbanes-Oxley Act of 2002. * 101 Financial statements from the Annual Report on Form 10-K of Mitek Systems, Inc. for the year endedSeptember 30, 2017, formatted in XBRL: (i) the Balance Sheets, (ii) the Statements of Operations andOther Comprehensive Income, (iii) the Statements of Stockholders’ Equity, (iv) the Statements of CashFlows, (v) the Notes to the Financial Statements. *______________________________________________________*Filed herewith.(1)Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed with the SEC onDecember 5, 2014.(2)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2014.(3)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 2009.(4)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2015.(5)Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on March 30, 2001.(6)Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on July 7, 2003.(7)Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on May 3, 2006.(8)Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on March 14, 2011.(9)Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on August 16, 2017.(10)Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC onDecember 12, 2013.(11)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2011.(12)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2011.(13)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 22, 2017.(14)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2017.(15)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2013.(16)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2015.(17)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2016.(18)Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed with the SEC onDecember 9, 2016.(19)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2017.(20)Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the SEC on October 20, 2017.35SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized. November 30, 2017 MITEK SYSTEMS, INC. By:/s/ James B. DeBello James B. DeBello President, Chief Executive Officer and Chairman of the Board ofDirectors (Principal Executive Officer)POWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints James B.DeBello and Jeffrey C. Davison, his or her true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, for him or her and inhis or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, andother documents in connection therewith, with the Commission, granting unto said attorney-in-fact full power and authority to do and perform each andevery act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all thatsaid attorney-in-fact and agent or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated./s/ James B. DeBelloPresident, Chief Executive Officer and Chairman of the Board of DirectorsNovember 30, 2017James B. DeBello(Principal Executive Officer) /s/ Jeffrey C. DavisonChief Financial OfficerNovember 30, 2017Jeffrey C. Davison(Principal Financial and Accounting Officer) /s/ William K. AuletDirectorNovember 30, 2017William K. Aulet /s/ Vinton P. CunninghamDirectorNovember 30, 2017Vinton P. Cunningham /s/ Kenneth D. DenmanDirectorNovember 30, 2017Kenneth D. Denman /s/ James C. HaleDirectorNovember 30, 2017James C. Hale /s/ Bruce E. HansenDirectorNovember 30, 2017Bruce E. Hansen /s/ Alex W. HartDirectorNovember 30, 2017Alex W. Hart /s/ Jane J. ThompsonDirectorNovember 30, 2017Jane J. Thompson 36INDEX TO FINANCIAL STATEMENTSMITEK SYSTEMS, INC. Reports of Independent Registered Public Accounting FirmF-2 Consolidated Balance Sheets as of September 30, 2017 and 2016F-4 Consolidated Statements of Operations and Other Comprehensive Income for the Years Ended September 30, 2017, 2016, and 2015F-5 Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2017, 2016, and 2015F-6 Consolidated Statements of Cash Flows for the Years Ended September 30, 2017, 2016, and 2015F-7 Notes to Consolidated Financial Statements for the Years Ended September 30, 2017, 2016, and 2015F-8F-1Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders ofMitek Systems, Inc. We have audited the accompanying consolidated balance sheets of Mitek Systems, Inc. as of September 30, 2017 and 2016, and the related consolidatedstatements of operations and other comprehensive income, stockholders’ equity, and cash flows for each of the years in the three year period endedSeptember 30, 2017. Mitek Systems, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on thesefinancial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide 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 Mitek Systems, Inc. asof September 30, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three year period ended September 30, 2017,in conformity with accounting principles generally accepted in the United States of America.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Mitek Systems, Inc.’s internalcontrol over financial reporting as of September 30, 2017, based on criteria established in Internal Control—Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated November 30, 2017, expressed an unqualified opinion. /s/ Mayer Hoffman McCann P.C.San Diego, CaliforniaNovember 30, 2017F-2Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders ofMitek Systems, Inc. We have audited Mitek Systems, Inc.’s internal control over financial reporting as of September 30, 2017, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Mitek Systems, Inc.’smanagement is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal controlover financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is toexpress an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing therisk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our auditalso included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis forour opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate. In our opinion, Mitek Systems, Inc. maintained, in all material respects, effective internal control over financial reporting as of September 30, 2017, based oncriteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission(COSO). We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheetsand the related consolidated statements of operations and other comprehensive income (loss), stockholders’ equity, and cash flows of Mitek Systems, Inc.,and our report dated November 30, 2017 expressed an unqualified opinion. /s/ Mayer Hoffman McCann P.C.San Diego, CaliforniaNovember 30, 2017F-3MITEK SYSTEMS, INC.CONSOLIDATED BALANCE SHEETS(amounts in thousands except share data) September 30, 2017 2016ASSETS Current assets: Cash and cash equivalents$12,289 $9,010Short-term investments30,279 24,863Accounts receivable, net7,099 4,949Other current assets1,209 1,485Total current assets50,876 40,307Long-term investments3,780 1,952Property and equipment, net613 440Intangible assets, net2,297 2,783Goodwill3,014 2,863Deferred income taxes, net11,065 —Other non-current assets74 40Total assets$71,719 $48,385LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable$1,918 $1,318Accrued payroll and related taxes3,709 3,263Deferred revenue, current portion3,305 3,391Other current liabilities602 355Total current liabilities9,534 8,327Deferred revenue, non-current portion85 259Other non-current liabilities692 314Total liabilities10,311 8,900Stockholders’ equity Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding— —Common stock, $0.001 par value, 60,000,000 shares authorized, 33,724,392 and 32,781,704 issued andoutstanding, as of September 30, 2017 and September 30, 2016, respectively34 33Additional paid-in capital78,677 71,036Accumulated other comprehensive income (loss)147 (42)Accumulated deficit(17,450) (31,542)Total stockholders’ equity61,408 39,485Total liabilities and stockholders’ equity$71,719 $48,385 The accompanying notes form an integral part of these consolidated financial statements.F-4MITEK SYSTEMS, INC.CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME(amounts in thousands except per share data) For the years ended September 30, 2017 2016 2015Revenue Software$29,647 $22,586 $17,870SaaS, maintenance, and consulting15,743 12,115 7,497Total revenue45,390 34,701 25,367Operating costs and expenses Cost of revenue-software1,112 953 992Cost of revenue-SaaS, maintenance, and consulting2,929 2,442 1,479Selling and marketing14,484 10,937 6,458Research and development10,430 7,794 5,577General and administrative11,310 8,575 7,601Acquisition-related costs and expenses2,356 2,176 1,368Total operating costs and expenses42,621 32,877 23,475Operating income2,769 1,824 1,892Other income, net402 134 91Income before income taxes3,171 1,958 1,983Income tax benefit10,921 1 543Net income$14,092 $1,959 $2,526Net income per share—basic$0.43 $0.06 $0.08Net income per share—diluted$0.40 $0.06 $0.08Shares used in calculating net income per share—basic33,083 31,587 30,790Shares used in calculating net income per share—diluted35,537 33,819 31,480Other comprehensive income: Net income$14,092 $1,959 $2,526Foreign currency translation adjustment208 (46) —Unrealized gain (loss) on investments(19) 7 5Other comprehensive income$14,281 $1,920 $2,531 The accompanying notes form an integral part of these consolidated financial statements.F-5MITEK SYSTEMS, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYFor the years ended September 30, 2017, 2016 and 2015(amounts in thousands) Common StockOutstandingShares CommonStock AdditionalPaid-InCapital AccumulatedDeficit AccumulatedOtherComprehensiveIncome (Loss) TotalStockholders’EquityBalance, September 30, 201430,521 $31 $59,946 $(36,027) $(8) $23,942Exercise of stock options232 — 246 — — 246Settlement of restricted stock units255 — — — — —Acquisition-related closing shares713 1 346 — — 347Stock-based compensation expense— — 3,367 — — 3,367Components of other comprehensive income: Net income— — — 2,526 — 2,526Change in unrealized gain (loss) oninvestments— — — — 5 5Total other comprehensive income 2,531Balance, September 30, 201531,721 $32 $63,905 $(33,501) $(3) $30,433Exercise of stock options662 1 1,754 — — 1,755Settlement of restricted stock units262 — — — — —IDchecker shares issued137 — — — — —Stock-based compensation expense— — 4,079 — — 4,079Amortization of closing shares and earnoutshares 1,298 — — 1,298Components of other comprehensive income: Net income— — — 1,959 — 1,959Currency translation adjustment— — — — (46) (46)Change in unrealized gain (loss) oninvestments— — — — 7 7Total other comprehensive income 1,920Balance, September 30, 201632,782 $33 $71,036 $(31,542) $(42) $39,485Exercise of stock options235 — 687 — — 687Settlement of restricted stock units707 1 (1) — — —Stock-based compensation expense— — 5,478 — — 5,478Amortization of closing shares and earnoutshares 1,477 — — 1,477Components of other comprehensive income: Net income— — — 14,092 — 14,092Currency translation adjustment— — — — 208 208Change in unrealized gain (loss) oninvestments— — — — (19) (19)Total other comprehensive income 14,281Balance, September 30, 201733,724 $34 $78,677 $(17,450) $147 $61,408 The accompanying notes form an integral part of these consolidated financial statements.F-6MITEK SYSTEMS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(amounts in thousands) For the years ended September 30, 2017 2016 2015OPERATING ACTIVITIES Net income$14,092 $1,959 $2,526Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation expense5,478 4,079 3,367Amortization of closing and earnout shares1,579 1,503 393Amortization of intangible assets591 598 172Depreciation322 790 433Amortization of investment premiums and other30 149 435Deferred taxes(11,065) (127) (647)Changes in assets and liabilities: Accounts receivable(2,101) (1,002) (566)Other assets249 (586) (533)Accounts payable593 (222) (449)Accrued payroll and related taxes429 1,197 480Deferred revenue(269) (67) 478Other liabilities517 (417) 16Net cash provided by operating activities10,445 7,854 6,105INVESTING ACTIVITIES Purchases of investments(39,939) (33,658) (27,254)Sales and maturities of investments32,650 30,623 21,406Acquisition, net of cash acquired— — (5,423)Purchases of property and equipment(488) (250) (73)Net cash used in investing activities(7,777) (3,285) (11,344)FINANCING ACTIVITIES Proceeds from exercise of stock options687 1,755 246Principal payments on capital lease obligations— (22) (20)Net cash provided by financing activities687 1,733 226Foreign currency effect on cash and cash equivalents(76) (45) (1)NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS3,279 6,257 (5,014)CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD9,010 2,753 7,767CASH AND CASH EQUIVALENTS AT END OF PERIOD$12,289 $9,010 $2,753SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest$— $1 $4Cash paid for income taxes$113 $17 $105NON-CASH FINANCING AND INVESTING ACTIVITIES Settlement of note receivable as consideration for business acquisition$— $— $250Unrealized holding gain (loss) on available for sale investments$(19) $7 $5 The accompanying notes form an integral part of these consolidated financial statements.F-7MITEK SYSTEMS, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED September 30, 2017, 2016, AND 20151. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNature of OperationsMitek Systems, Inc. ("Mitek" or the "Company") is a leading innovator of mobile identity verification solutions. Mitek is a software developmentcompany with expertise in artificial intelligence and machine learning. As of September 30, 2017, over 5,900 financial services organizations have signedagreements to deploy Mobile Deposit®. These include all of the top ten, and nearly all of the top 50 U.S. retail banks. The Company's solutions areembedded in native mobile apps and mobile optimized websites to facilitate better mobile user experiences and compliant transactions.Mitek's Mobile Deposit® solution is used today by millions of consumers in the U.S. and Canada for mobile check deposit. Following the success ofMobile Deposit®, Mitek introduced a multi-check capture solution that enables businesses to deposit multiple checks in one batch using a mobile device. Asof September 30, 2017, the Company has been granted 35 patents and it has an additional 16 patent applications pending.Mitek is also applying its artificial intelligence and machine learning science to digital identity verification globally. Mitek’s Mobile Verify™ isempowering the digital transformation of companies by enabling them to identify with whom they are conducting business. To be in compliance with manygovernmental Know Your Customer and Anti-Money Laundering regulatory requirements around the globe identity verification is mandatory. In addition toregulated markets, digital identity verification is also becoming an imperative in the new trust based sharing economy.The Company's identity verification solutions are for use with digital/mobile onboarding, trust establishment, and to facilitate money movement.Today, the financial services verticals (banks, credit unions, lenders, payments processors, card issuers, insurers, etc.) represent the most usage of oursolutions, but we are also seeing growing adoption by telecommunications, healthcare, travel, retail, sharing economy, and online marketplaces.The Company markets and sells its products and services worldwide through internal, direct sales teams located in the US and Europe, as well asthrough channel partners. The partner sales strategy includes channel partners who are financial services technology providers and identity verificationproviders. These partners integrate our products into their solutions to meet the needs of their customers.Basis of PresentationThe financial statements are prepared under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic105-10, Generally Accepted Accounting Principles, in accordance with accounting principles generally accepted in the U.S. (“GAAP”).Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balancesand transactions have been eliminated in consolidation.Foreign CurrencyThe Company has foreign subsidiaries that operate and sell products and services in various countries and jurisdictions around the world. As a result,the Company is exposed to foreign currency exchange risks. For those subsidiaries whose functional currency is not the U.S. dollar, assets and liabilities aretranslated into U.S. dollars equivalents at the exchange rate in effect on the balance sheet date and revenues and expenses are translated into U.S. dollarsusing the average exchange rate over the period. Resulting currency translation adjustments are recorded in accumulated other comprehensive income in theconsolidated balance sheet. The Company recorded net gains resulting from foreign exchange translation of $208,000 for the fiscal year endedSeptember 30, 2017 and net losses resulting from foreign exchange translation of $46,000 for the fiscal year ended September 30, 2016. There were noforeign exchange translation gains or losses recorded for the fiscal year ended September 30, 2015. F-8Use of EstimatesThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reportedamounts of assets, liabilities, revenue, expenses, deferred taxes, and related disclosure of contingent assets and liabilities. On an ongoing basis, managementreviews its estimates based upon currently available information. Actual results could differ materially from those estimates. These estimates include, but arenot limited to, assessing the collectability of accounts receivable, estimation of the value of stock-based compensation awards, fair value of assets andliabilities acquired, impairment of goodwill, useful lives of intangible assets, vendor specific objective evidence (“VSOE”) of fair value related to revenuerecognition, and income taxes.Goodwill and Purchased Intangible AssetsThe Company’s goodwill resulted from the acquisition of IDchecker in fiscal year 2015. Goodwill and intangible assets with indefinite useful lives arenot amortized, but are tested for impairment at least annually or as circumstances indicate that their value may no longer be recoverable. In accordance withASC Topic 350, Intangibles—Goodwill and Other (“ASC Topic 350”), the Company reviews its goodwill and indefinite-lived intangible asset forimpairment at least annually in its fiscal fourth quarter and more frequently if events or changes in circumstances occur that indicate a potential reduction inthe fair value of its reporting unit and/or its indefinite-lived intangible asset below their respective carrying values. Examples of such events or circumstancesinclude: a significant adverse change in legal factors or in the business climate, a significant decline in the Company’s stock price, a significant decline inthe Company’s projected revenue or cash flows, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, or thepresence of other indicators that would indicate a reduction in the fair value of a reporting unit.The Company’s goodwill is considered to be impaired if management determines that the carrying value of the reporting unit to which the goodwillhas been assigned exceeds management’s estimate of its fair value. Based on the guidance provided by ASC Topic 350 and ASC Topic 280, SegmentReporting (“ASC Topic 280”), management has determined that the Company operates in one segment and consists of one reporting unit given thesimilarities in economic characteristics between its operations and the common nature of its products, services and customers. Because the Company has onlyone reporting unit, and because the Company is publicly traded, the Company determines the fair value of the reporting unit based on its marketcapitalization as it believe this represents the best evidence of fair value. In the fourth quarter of fiscal 2017, management completed its annual goodwillimpairment test and concluded that the Company’s goodwill was not impaired. The Company’s conclusion that goodwill was not impaired was based on acomparison of its net assets to its market capitalization.Because the Company determines the fair value of its reporting unit based on its market capitalization, the Company’s future reviews of goodwill forimpairment may be impacted by changes in the price of its common stock. For example, a significant decline in the price of the Company’s common stockmay cause the fair value of its goodwill to fall below its carrying value. Therefore, the Company cannot assure you that when it completes its future reviewsof goodwill for impairment a material impairment charge will not be recorded. Net Income Per ShareThe Company calculates net income per share in accordance with FASB ASC Topic 260, Earnings per Share. Basic net income per share is based onthe weighted average number of common shares outstanding during the period. Diluted net income per share also gives effect to all potentially dilutivesecurities outstanding during the period, such as options, warrants, and restricted stock units (“RSUs”), if dilutive. In a period with a net loss position,potentially dilutive securities are not included in the computation of diluted net loss because to do so would be antidilutive, and the number of shares usedto calculate basic and diluted net loss is the same.For the fiscal years ended September 30, 2017, 2016 and 2015, the following potentially dilutive common shares were excluded from the net incomeper share calculation, as they would have been antidilutive (amounts in thousands): 2017 2016 2015Stock options569 1,259 2,203Restricted stock units83 624 287IDchecker closing shares— 349 63IDchecker earnout shares24 — —Total potentially dilutive common shares outstanding676 2,232 2,553F-9The computation of basic and diluted net income per share for the fiscal years ended September 30, 2017, 2016, and 2015 is as follows (amounts inthousands, except per share data): 2017 2016 2015Net income$14,092 $1,959 $2,526Weighted-average common shares and share equivalents outstanding—basic33,083 31,587 30,790Dilutive potential common stock equivalents2,454 2,232 690Weighted-average common shares and share equivalents outstanding—diluted35,537 33,819 31,480Net income per share: Basic$0.43 $0.06 $0.08Diluted$0.40 $0.06 $0.08 Revenue RecognitionRevenue from sales of software licenses sold through direct and indirect channels is recognized upon shipment of the related product, if therequirements of FASB ASC Topic 985-605, Software Revenue Recognition (“ASC 985-605”) are met, including evidence of an arrangement, delivery, fixedor determinable fee, collectability, and VSOE of the fair value of the undelivered element. If the requirements of ASC 985-605 are not met at the date ofshipment, revenue is not recognized until such elements are known or resolved. Revenue from customer support services, or maintenance revenue, includespost-contract support and the rights to unspecified upgrades and enhancements. VSOE of fair value for customer support services is determined by referenceto the price the customer pays for such element when sold separately; that is, the renewal rate offered to customers. In those instances when objective andreliable evidence of fair value exists for the undelivered items but not for the delivered items, the residual method is used to allocate the arrangementconsideration. Under the residual method, the amount of arrangement consideration allocated to the delivered items equals the total arrangementconsideration less the aggregate fair value of the undelivered items. Revenue from post-contract customer support is recognized ratably over the term of thecontract. Certain customers have agreements that provide for usage fees above fixed minimums. Usage fees above fixed minimums are recognized as revenuewhen such amounts are reasonably estimable and billable. Revenue from professional services is recognized when such services are delivered. When asoftware sales arrangement requires professional services related to significant production, modification, or customization of software, or when a customerconsiders professional services essential to the functionality of the software product, revenue is recognized based on predetermined milestone objectivesrequired to complete the project, as those milestone objectives are deemed to be substantive in relation to the work performed. Any expected losses oncontracts in progress are recorded in the period in which the losses become probable and reasonably estimable.The Company provides hosting services that give customers access to software that resides on its servers. The Company’s model typically includes anup-front fee and a monthly commitment from the customer that commences upon completion of the implementation through the remainder of the customerlife. The up-front fee is the initial setup fee, or the implementation fee. The monthly commitment includes, but is not limited to, a fixed monthly fee or atransactional fee based on system usage that exceeds monthly minimums. The Company does not view the signing of the contract or the provision of initialsetup services as discrete earnings events that have stand-alone value. Revenue is typically deferred until the date the customer commences use of services, atwhich point the up-front fees are recognized ratably over the life of the customer arrangement.Cash and Cash EquivalentsCash and cash equivalents are defined as highly liquid financial instruments with original maturities of three months or less. A substantial portion ofthe Company’s cash is deposited with one financial institution. The Company monitors the financial condition of this financial institution and does notbelieve that funds on deposit are subject to a significant degree of risk.InvestmentsInvestments consist of corporate notes and bonds, commercial paper, and U.S. Treasury securities. The Company classifies investments as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All investments are recorded at estimated fair value.Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income, a component of stockholders’ equity.The Company evaluates itsF-10investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. Impairments are considered to be other-than-temporary if they are related to deterioration in credit risk or if it is likely that the Company will sell the securities before the recovery of its cost basis.Realized gains and losses and declines in value judged to be other-than-temporary are determined based on the specific identification method and arereported in other income (expense), net in the statements of other comprehensive income. No other-than-temporary impairment charges were recognized inthe fiscal years ended September 30, 2017, 2016 and 2015.All investments whose maturity or sale is expected within one year are classified as “current” on the Consolidated Balance Sheet. All other securitiesare classified as “long-term” on the Consolidated Balance Sheet.Fair Value MeasurementsThe carrying amounts of cash equivalents, investments, accounts receivable, accounts payable, and other accrued liabilities are consideredrepresentative of their respective fair values because of the short-term nature of those instruments.Accounts Receivable and Allowance for Doubtful AccountsTrade accounts receivable are recorded at the net invoice value and are not interest bearing. The Company considers receivables past due based on thecontractual payment terms. Allowances for doubtful accounts are established based on various factors including credit profiles of the Company’s customers,contractual terms and conditions, historical payments, and current economic trends. The Company reviews its allowances by assessing individual accountsreceivable over a specific aging and amount. Accounts receivable are written off on a case-by-case basis, net of any amounts that may be collected. TheCompany had no write-offs of the allowance for doubtful accounts for the fiscal years ended September 30, 2017, 2016, and 2015, respectively. TheCompany maintained an allowance for doubtful accounts of $31,000 and $35,000 as of September 30, 2017 and 2016, respectively.Deferred Maintenance FeesDeferred maintenance fees consist of capitalized costs associated with software maintenance fees paid to vendors who supply licenses andmaintenance for software embedded in the Company’s products that it sells to customers. These software maintenance fees, which are included in othercurrent assets on the balance sheet, are typically billed annually to the Company and are amortized to cost of revenue-maintenance and professional servicesin the Consolidated Statements of Operations and Other Comprehensive Income over the maintenance period, which is typically one year.Property and EquipmentProperty and equipment are carried at cost. The following is a summary of property and equipment as of September 30, 2017 and 2016 (amountsshown in thousands): 2017 2016Property and equipment—at cost: Equipment$1,801 $1,492Furniture and fixtures257 248Leasehold improvements1,128 1,021 3,186 2,761Less: accumulated depreciation and amortization(2,573) (2,321)Total property and equipment, net$613 $440Depreciation and amortization of property and equipment are provided using the straight-line method over estimated useful lives ranging from three tofive years. Leasehold improvements are amortized over the shorter of the lease term or estimated useful life of the assets. Depreciation and amortization ofproperty and equipment totaled $0.3 million, $0.8 million, and $0.4 million for the fiscal years ended September 30, 2017, 2016, and 2015, respectively.Expenditures for repairs and maintenance are charged to operations. Total repairs and maintenance expenses were $0.2 million, $0.2 million and $0.1 millionfor the fiscal years ended September 30, 2017, 2016, and 2015, respectively.F-11Long-Lived AssetsThe Company evaluates the carrying value of long-lived assets, including license agreements and other intangible assets, when events andcircumstances indicate that these assets may be impaired or in order to determine whether any revision to the related amortization periods should be made.This evaluation is based on management’s projections of the undiscounted future cash flows associated with each product or asset. If management’sevaluation indicates that the carrying values of these intangible assets were impaired, the impairment to be recognized is measured by the amount by whichthe carrying amount of the assets exceeds the fair value of the assets. The Company did not record any impairment for the fiscal years ended September 30,2017, 2016, and 2015.Capitalized Software Development CostsCosts incurred for the development of software that will be sold, leased, or otherwise marketed are capitalized when technological feasibility has beenestablished. Software development costs consist primarily of compensation of development personnel and related overhead incurred to develop new productsand upgrade and enhance the Company’s current products, as well as fees paid to outside consultants. Capitalization of software development costs ceasesand amortization of capitalized software development costs commences when the products are available for general release. For the fiscal years endedSeptember 30, 2017 and 2016, no software development costs were capitalized because the time period and cost incurred between technological feasibilityand general release for all software product releases were not material. We had no amortization expense from capitalized software costs during the years endedSeptember 30, 2017, 2016, or 2015.Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such softwareat the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during postimplementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. TheCompany defines the design, configuration, and coding process as the application development stage. The Company did not capitalize any costs related tocomputer software developed for internal use during the years ended September 30, 2017, 2016, or 2015. Deferred RevenueDeferred revenues represent advance payments or billings for software licenses, professional services, and maintenance billed in advance of the timewe recognize the related revenues. Deferred maintenance revenue represents customer billings, paid up front, generally annually at the beginning of eachmaintenance period, with revenue recognized ratably over such period. For certain other licensing arrangements, revenue attributable to undeliveredelements, including post-contract customer support which typically includes telephone support and the right to receive unspecified upgrades andenhancements of software on a when-and-if-available basis, is based upon the sales price of those elements when sold separately and is recognized ratably ona straight-line basis over the term of the arrangement.GuaranteesIn the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASCTopic 460, Guarantees (“ASC 460”), except for standard indemnification and warranty provisions that are contained within many of the Company’scustomer license and service agreements and certain supplier agreements, and give rise only to the disclosure requirements prescribed by ASC 460.Indemnification and warranty provisions contained within the Company’s customer license and service agreements and certain supplier agreements aregenerally consistent with those prevalent in the Company’s industry. The Company has not historically incurred significant obligations under customerindemnification or warranty provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintainaccruals for potential customer indemnification or warranty-related obligations.Loss ContingenciesThe Company records its best estimates of a loss contingency when it is considered probable and the amount can be reasonably estimated. When arange of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability related to the claim. Asadditional information becomes available, the Company assesses the potential liability related to the Company’s pending loss contingency and revises itsestimates. The Company discloses contingencies if there is at least a reasonable possibility that a material loss or a material additional loss may have beenincurred. The Company’s legal costs are expensed as incurred.F-12Income TaxesThe Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities arisefrom temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable ordeductible amounts in future years.Management evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets. Thevaluation allowance reduces deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that morelikely than not will be realized. See Note 6 for additional details.The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained onexamination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greaterthan 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income taxexpense. See Note 6 for additional details.Stock-Based CompensationThe Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). TheCompany estimates the fair value of stock options using the Black-Scholes option pricing model. The fair value of stock options granted is recognized as anexpense over the requisite service period. Stock-based compensation expense for all share-based payment awards is recognized using the straight-line single-option method.The Black-Scholes option pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, whichgreatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employmenttermination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the expected life of thegrant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company’s stock price. These factors couldchange in the future, affecting the determination of stock-based compensation expense in future periods.Advertising ExpenseAdvertising costs are expensed as incurred and totaled $0.3 million, $0.2 million and $0.2 million during the fiscal years ended September 30, 2017,2016, and 2015, respectively.Research and DevelopmentResearch and development costs are expensed in the period incurred.LeasesLeases are reviewed and classified as capital or operating at their inception. For leases that contain rent escalations, the Company records the total rentpayable on a straight-line basis over the term of the lease. The difference between rent payments and straight-line rent expense is recorded as deferred rent.Segment ReportingFASB ASC Topic 280, Segment Reporting, requires the use of a management approach in identifying segments of an enterprise. During the fiscal yearended September 30, 2017, management determined that the Company has only one operating segment: the development, sale and service of proprietarysoftware solutions related to mobile imaging.F-13Comprehensive IncomeComprehensive income consists of net income and unrealized gains and losses on available-for-sale securities and foreign currency translationadjustments. The following table summarizes the components of comprehensive loss for the fiscal years ended September 30, 2017, 2016, and 2015 (amountsshown in thousands): 2017 2016 2015Net income$14,092 $1,959 $2,526Other comprehensive income: Foreign currency translation adjustment208 (46) —Change in unrealized gains (losses) on marketable securities(19) 7 5Total comprehensive income$14,281 $1,920 $2,531 Included on the balance sheet at September 30, 2017 is an accumulated other comprehensive income of $147,000, compared to an accumulated othercomprehensive loss of $42,000 at September 30, 2016.Recently Adopted Accounting PronouncementsIn September 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-16, Simplifying the Accounting for Measurement-PeriodAdjustments (Topic 805) (“ASU 2015-16”) which eliminates the requirement to restate prior period financial statements for measurement period adjustments.ASU 2015-16 requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reportingperiod in which the adjustment is identified. The new standard is effective for interim and annual periods beginning after December 15, 2015 and earlyadoption is permitted. The Company adopted the standard prospectively as of October 1, 2016. The adoption of ASU 2015-16 did not have a material impacton the results of operations, financial condition, or cash flows of the Company.Recently Issued Accounting PronouncementsIn May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"), which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modificationaccounting in Topic 718. ASU 2017-09 requires entities to account for the effects of a modification unless the fair value, vesting conditions, andclassification of the modified award are all the same as the original award immediately before the original award is modified. ASU 2017-09 is effective forinterim and annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company does not expect the adoption of ASU2017-09 to have a material impact on its consolidated financial statements.In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for GoodwillImpairment (“ASU 2017-04”), which eliminates Step 2 of the goodwill impairment test that had required a hypothetical purchase price allocation. Rather,entities should apply the same impairment assessment to all reporting units and recognize an impairment loss for the amount by which a reporting unit'scarrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit. Entities will continue to have theoption to perform a qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2017-04 will be effectiveprospectively for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, or those beginning after January 1, 2017 ifadopted early. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements.In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”),which clarifies the definition of a business with the objective of adding guidance and providing a more robust framework to assist reporting organizationswith evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, ASU 2017-01 iseffective prospectively for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permittedfor transactions occurring before the issuance or effective date of the standard for which financial statements have not yet been issued. The Company does notexpect the adoption of ASU 2017-01 to have a material impact on its consolidated financial statements.In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (Topic 740) (“ASU 2016-16”), whichrequires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU 2016-16is effective for interim and annual reporting periods beginning afterF-14December 15, 2017 with early adoption permitted. The Company is currently evaluating the impact ASU 2016-16 will have on its consolidated financialstatements.In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on FinancialInstruments (“ASU 2016-13”), which requires entities to use a Current Expected Credit Loss model which is a new impairment model based on expectedlosses rather than incurred losses. Under this model, an entity would recognize an impairment allowance equal to its current estimate of all contractual cashflows that the entity does not expect to collect from financial assets measured at amortized cost. The entity's estimate would consider relevant informationabout past events, current conditions and reasonable and supportable forecasts. ASU 2016-13 is effective for interim and annual reporting periods beginningafter December 31, 2019 with early adoption permitted for annual reporting periods beginning after December 31, 2018. The Company is currentlyevaluating the impact ASU 2016-13 will have on its consolidated financial statements.In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718) (“ASU 2016-09”), which simplified certainaspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification in the statement of cashflows. ASU 2016-09 will be effective for the Company beginning in its first quarter of fiscal 2018. The Company does not expect the adoption of ASU 2016-09 to have a material impact on its consolidated financial statements.In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which modified lease accounting for both lessees andlessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leasesunder previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02 will be effective for the Company beginningin its first quarter of fiscal 2020 and early adoption is permitted. The Company is currently evaluating the timing of its adoption and the impact of adoptingthe new lease standard on its consolidated financial statements.In May 2014, the FASB issued guidance codified in FASB ASC Topic 606, Revenue Recognition – Revenue from Contracts with Customers, whichamends the guidance in former ASC 605, Revenue Recognition. The Company has performed a review of the requirements of the new revenue standard andrelated ASUs and is monitoring the activity of the FASB and the transition resource group as it relates to specific interpretive guidance. The Company isreviewing customer contracts and is in the process of applying the new revenue standard to its key identified revenue streams included within either softwarerevenue or SaaS, maintenance, and consulting revenue and is comparing the results to its current accounting practices. This accounting standard update willbe effective for the Company beginning in the first quarter of fiscal 2019. Entities have the option of adopting this new guidance using either a fullretrospective or a modified approach with the cumulative effect of applying the guidance recognized at the date of initial application. The Company iscurrently evaluating the transition method to elect as well as necessary control and process changes due to implementing the new revenue standard.No other new accounting pronouncement issued or effective during the year ended September 30, 2017 had, or is expected to have, a material impacton the Company’s consolidated financial statements.2. BUSINESS COMBINATIONOn June 17, 2015, the Company completed the acquisition (the “IDC Acquisition”) of IDchecker NL B.V., a company incorporated under the laws ofThe Netherlands (“IDC NL”), and ID Checker, Inc., a California corporation and wholly owned subsidiary of IDC NL (“IDC Inc.” and together with IDC NL,“IDchecker”), pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) dated May 26, 2015, by and among the Company, IDC NL, IDChecker Holding B.V. (“Parent”), Stichting Administratiekantoor OPID (together with Parent, the “Sellers”), and the other individuals specified therein. Uponcompletion of the IDC Acquisition, IDC NL and IDC Inc. became wholly owned subsidiaries of the Company and the transaction was accounted for as anacquisition of a business. IDchecker is a provider of cloud-based identification document verification services. During the fourth quarter of fiscal 2017, IDCNL changed its name to Mitek Systems, B.V and became a wholly owned subsidiary of Mitek Holding B.V., a company incorporated under the laws of TheNetherlands and a wholly owned subsidiary of the Company.Pursuant to the terms of the Share Purchase Agreement, the Company acquired all of the issued and outstanding shares of IDC NL and IDC Inc. At theclosing of the IDC Acquisition, the Company paid a purchase price of $5.9 million, which consisted of (i) a cash payment to the Sellers of $5.6 million,subject to adjustments for transaction expenses, indebtedness, and working capital adjustments (the “Cash Payment”) and (ii) the forgiveness of theoutstanding balance of approximately $0.3 million on a promissory note issued by the Company to Parent. Approximately $2.7 million in shares of theCompany’s common stock (the “Closing Shares”), or 712,790 shares, were issued to the Sellers at the closing of the IDC Acquisition. In January 2016, theCompany issued 137,306 additional shares (the “Earnout Shares”), to the Sellers for achievement by IDchecker of certain revenue and net income targets forthe nine-month period ended September 30, 2015. Additionally, 81,182 Earnout Shares were earned by the Sellers for achievement by IDchecker of certainrevenue and net income targets for theF-15twelve-month period ended September 30, 2016. Vesting of both the Closing Shares and Earnout Shares is subject to the continued employment of thefounders of IDchecker and such shares are being accounted for as compensation for future services in accordance with FASB ASC Topic 718, Compensation –Stock Compensation. For additional information regarding the Closing Shares and Earnout Shares, see Note 5 to the Company’s consolidated financialstatements.Upon the closing of the IDC Acquisition, the Company deposited $1.8 million of the Cash Payment and 20% of the Closing Shares into an escrowfund to serve as collateral and partial security for working capital adjustments and certain indemnification rights. In January 2016, the Company alsodeposited 27,461 Earnout Shares into an escrow fund. Additionally, when the Earnout Shares are issued in respect of the twelve-month period endedSeptember 30, 2016, 20% of such Earnout Shares will be added to the escrow fund. The escrow fund will be maintained until the date that is 24 months afterthe Earnout Shares for the twelve-month period ended September 30, 2016 are issued or until such earlier time as the escrow fund is exhausted. During thefourth quarter of Fiscal 2017, the $1.8 million escrow funds and the Closing Shares held in escrow were released to the Sellers.The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as part of the IDC Acquisition as of June 17,2015 (amounts shown in thousands): June 17, 2015Current assets$620Property, plant and equipment42Intangible assets3,570Assets acquired$4,232Current liabilities$(476)Other liabilities(810)Liabilities assumed$(1,286)Fair value of net assets acquired$2,946Total consideration paid5,819Goodwill before effect in exchange rates as of June 17, 2015$2,873Effect of movements in exchange rates as of September 30, 2017141Goodwill as of September 30, 2017$3,014The Company estimated the fair value of identifiable acquisition-related intangible assets primarily based on discounted cash flow projections thatwill arise from these assets. The Company exercised significant judgment with regard to assumptions used in the determination of fair value such as withrespect to discount rates and the determination of the estimated useful lives of the intangible assets, (see Note 4 to the Company’s consolidated financialstatements). The excess of the purchase price over the fair value of the assets acquired and liabilities assumed was allocated to goodwill. Goodwill in theamount of $2.9 million was recorded in the Consolidated Balance Sheets at the date of the IDC Acquisition. The goodwill recognized was due to expectedsynergies and other factors and is not expected to be deductible for income tax purposes. 3. INVESTMENTSThe Company determines the appropriate designation of investments at the time of purchase and reevaluates such designation as of each balance sheetdate. All of the Company’s investments are designated as available-for-sale debt securities. As of September 30, 2017 and 2016, the Company’s short-terminvestments have maturity dates of greater than 90 days and less than one year from the balance sheet date. The Company’s long-term investments havematurity dates of greater than one year from the balance sheet date.Available-for-sale marketable securities are carried at fair value as determined by quoted market prices for identical or similar assets, with unrealizedgains and losses, net of tax, and reported as a separate component of stockholders’ equity. Management reviews the fair value of the portfolio at leastmonthly, and evaluates individual securities with fair value below amortized cost at the balance sheet date. For debt securities, in order to determine whetherimpairment is other-than-temporary, management must conclude whether the Company intends to sell the impaired security and whether it is more likelythan not that the Company will be required to sell the security before recovering its amortized cost basis. If management intends to sell an impaired debtsecurity or it is more likely than not the Company will be required to sell the security prior to recovering its amortized cost basis, an other-than-temporaryimpairment is deemed to have occurred. The amount of an other-than-temporary impairment related to a credit loss, or securities that management intends tosell before recovery, is recognized in earnings. The amount of an other-than-temporary impairment on debt securities related to other factors is recordedconsistent with changes in the fair value of all other available-for-sale securities as a component of stockholders’ equity in other comprehensive income. Noother-than-temporary impairment charges were recognized in the fiscal years ended September 30, 2017, 2016, and 2015.F-16The cost of securities sold is based on the specific identification method. Amortization of premiums, accretion of discounts, interest, dividend income,and realized gains and losses are included in investment income.The following tables summarize investments by security type as of September 30, 2017 and 2016 (amounts shown in thousands): September 30, 2017 Cost GrossUnrealizedGains GrossUnrealizedLosses Fair MarketValueAvailable-for-sale securities: US Treasury$3,897 $— $(3) $3,894Corporate debt securities, short-term26,393 — (8) 26,385Corporate debt securities, long-term3,785 — (5) 3,780Total$34,075 $— $(16) $34,059 September 30, 2016 Cost GrossUnrealizedGains GrossUnrealizedLosses Fair MarketValueAvailable-for-sale securities: U.S. Treasury, short-term$12,907 $8 $— $12,915Corporate debt securities, short-term11,949 2 (3) 11,948Corporate debt securities, long-term1,954 1 (3) 1,952Total$26,810 $11 $(6) $26,815Fair Value Measurements and DisclosuresFASB ASC Topic 820, Fair Value Measurements (“ASC 820”) defines fair value, establishes a framework for measuring fair value under GAAP andenhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid totransfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participantson the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the useof unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the lastunobservable, that may be used to measure fair value which consists of the following:•Level 1—Quoted prices in active markets for identical assets or liabilities;•Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quotedprices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the fullterm of the assets or liabilities; and•Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement maytherefore be classified within Level 3 even though there may be significant inputs that are readily observable.Because many fixed income securities do not trade on a daily basis or have market prices from multiple sources, the pricing applications may applyavailable information as applicable to determine the fair value as of the measurement date. This methodology applies to the Company’s Level 2 investments.Currently, the Company does not hold any Level 3 investments.The Company recorded an acquisition-related liability for contingent consideration representing the amounts payable to former IDcheckershareholders, as outlined under the terms of the Share Purchase Agreement, subject to the achievement of certain revenue and net income targets byIDchecker for the nine-month period ended on September 30, 2015, and the twelve-month period ended September 30, 2016. The fair value of this Level 3liability is estimated using the Monte-Carlo simulation (using the Company’s stock price, the annual risk-free interest rate, expected volatility, theprobability of reaching the performance targets and a 10 trading day average stock price). Subsequent changes in the fair value of the contingentconsideration liability were recorded in the consolidatedF-17statement of operations and comprehensive income and resulted from updates to assumed probability of achievement of the performance targets andadjustments to the inputs discussed previously.The following tables represent the fair value hierarchy of the Company’s investments and acquisition-related contingent consideration as ofSeptember 30, 2017 and 2016 (amounts shown in thousands): Balance Quoted Prices inActive Markets(Level 1) Significant OtherObservable Inputs(Level 2) SignificantUnobservable Inputs(Level 3)September 30, 2017: Assets: Short-term investments: U.S. Treasury$3,894 $3,894 $— $—Corporate debt securities Financial3,041 — 3,041 —Industrial9,503 — 9,503 —Commercial paper Financial10,850 — 10,850 —Industrial2,991 — 2,991 —Total short-term investments at fair value30,279 3,894 26,385 —Long-term investments: U.S. Treasury— — — —Corporate debt securities Financial1,858 — 1,858 —Industrial1,922 — 1,922 —Total assets at fair value$34,059 $3,894 $30,165 $—Liabilities: Acquisition-related contingent consideration354 — — 354Total liabilities at fair value$354 $— $— $354F-18 Balance Quoted Prices inActive Markets(Level 1) Significant OtherObservable Inputs(Level 2) SignificantUnobservable Inputs(Level 3)September 30, 2016: Assets: Short-term investments: U.S. Treasury$12,915 $12,915 $— $—Corporate debt securities Financial3,963 — 3,963 —Industrial4,445 — 4,445 —Commercial paper Financial2,843 — 2,843 —Industrial697 — 697 —Total short-term investments at fair value24,863 12,915 11,948 —Long-term investments: Corporate debt securities Financial502 — 502 —Industrial1,450 — 1,450 —Total assets at fair value$26,815 $12,915 $13,900 $—Liabilities: Acquisition-related contingent consideration252 — — 252Total liabilities at fair value$252 $— $— $252The following table includes a summary of the Acquisition-related contingent consideration measured at fair value using significant unobservableinputs (Level 3) during the year ended September 30, 2017 (amounts shown in thousands): Balance at September 30, 2016$252Expenses recorded due to changes in fair value412Issuance of common stock(310)Balance at September 30, 2017$3544. GOODWILL AND INTANGIBLE ASSETSGoodwillThe Company has goodwill balances of $3.0 million and $2.9 million at September 30, 2017 and 2016, respectively, associated with the IDCAcquisition which occurred during 2015. For information regarding the IDC Acquisition, see Note 2. Goodwill represents the excess of costs over fair valueof assets of businesses acquired. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead istested for impairment at least annually in accordance with the FASB ASC Topic 350, Intangibles – Goodwill and Other. The Company has concluded thatno impairment of goodwill exists as of September 30, 2017.F-19Intangible assetsIntangible assets include the value assigned to completed technology, customer relationships, and trade names. The estimated useful lives for all ofthese intangible assets, range from five to six years. Intangible assets as of September 30, 2017 are summarized as follows (amounts shown in thousands,except for years): WeightedAverageAmortizationPeriod Cost AccumulatedAmortization NetCompleted technologies 6 years $2,370 $833 $1,537Customer relationships 6 years 970 341 629Trade names 5 years 230 99 131Total intangible assets $3,570 $1,273 $2,297 Amortization expense related to acquired intangible assets was $0.6 million, $0.6 million, and $0.2 million for fiscal years ended September 30, 2017,2016, and 2015, respectively.The estimated future amortization expense related to intangible assets for each of the five succeeding fiscal years is expected to be as follows (amountsshown in thousands): Estimated FutureAmortizationExpense2018$6322019632202061820214152022— $2,2975. STOCKHOLDERS’ EQUITYStock-based CompensationThe Company applies the fair value recognition provisions of ASC 718. The fair value of stock options granted to employees and directors iscalculated using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires subjective assumptions, including future stockprice volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical dataon employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S.Treasury rate that corresponds to the expected life of the grant effective as of the date of the grant. The expected volatility is based on the historical volatilityof the Company’s stock price. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods.The value of stock-based compensation is based on the single option valuation approach under ASC 718. It is assumed no dividends will be declared.The estimated fair value of stock-based compensation awards is amortized using the straight-line method over the vesting period of the option.ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from thoseestimates. The estimated average forfeiture rate for the fiscal year ended September 30, 2017 of 12% for all stock option grants was based on historicalforfeiture experience.ASC 718 requires the cash flows from tax benefits resulting from tax deductions in excess of the compensation cost recognized for options to beclassified as financing cash flows. Due to the Company’s valuation allowance from losses in the previous years, there were no such tax benefits during thefiscal years ended September 30, 2017, 2016, and 2015.The fair value calculations for stock-based compensation awards to employees for the fiscal years ended September 30, 2017, 2016, and 2015 werebased on the following assumptions:F-20 2017 2016 2015Risk-free interest rate1.68% – 1.92% 1.43% – 1.66% 1.29% – 1.66%Expected life (years)5.25 5.90 5.30Expected volatility74% 83% 90%Expected dividendsNone None NoneThe following table summarizes stock-based compensation expense under ASC 718 for the fiscal years ended September 30, 2017, 2016, and 2015,which were allocated as follows (amounts shown in thousands): 2017 2016 2015Cost of revenue$52 $39 $30Sales and marketing1,577 1,099 713Research and development1,028 660 592General and administrative2,821 2,281 2,032Stock-based compensation expense related to employee stock options included in expenses$5,478 $4,079 $3,367As of September 30, 2017, the Company had $10.7 million of unrecognized compensation expense related to outstanding stock options and RSUsexpected to be recognized over a weighted-average period of approximately 2.0 years.2012 Incentive PlanIn January 2012, the Company’s board of directors (the “Board”) adopted the Mitek Systems, Inc. 2012 Incentive Plan (the “2012 Plan”), upon therecommendation of the compensation committee of the Board. On March 10, 2017, the Company’s stockholders approved the amendment and restatement ofthe 2012 Plan which increased the total number of shares of common stock reserved for issuance thereunder from 6,000,000 shares to 9,500,000 shares plusthat number of shares of common stock that would otherwise return to the available pool of unissued shares reserved for awards under its 1999 Stock OptionPlan, 2000 Stock Option Plan, 2002 Stock Option Plan, 2006 Stock Option Plan and 2010 Stock Option Plan (collectively, the “Prior Plans”). As ofSeptember 30, 2017, (i) stock options to purchase 1,769,138 shares of common stock, 1,803,165 RSUs, and 2,100,000 Senior Executive Performance RSUswere outstanding under the 2012 Plan, and 2,464,202 shares of common stock were reserved for future grants under the 2012 Plan and (ii) stock options topurchase an aggregate of 1,076,728 shares of common stock were outstanding under the Prior Plans.Director Restricted Stock Unit PlanIn January 2011, the Board adopted the Mitek Systems, Inc. Director Restricted Stock Unit Plan, as amended and restated (the “Director Plan”),reserving up to 1,000,000 shares of common stock for the issuance of RSUs that may be granted to both employee and non-employee members of the Board.On March 10, 2017, the Company's stockholders approved an amendment to the Director Plan which increased the total number of shares of common stockreserved for issuance thereunder from 1,000,000 shares to 1,500,000 shares and extended the term of the Director Plan from December 5, 2020 to December31, 2022. As of September 30, 2017, (i) 553,856 RSUs were outstanding under the Director Plan and (ii) 521,315 shares of common stock were reserved forfuture grants under the Director Plan.F-21Stock OptionsThe following table summarizes stock option activity under the Company’s stock option plans during the fiscal years ended September 30, 2017,2016, and 2015: Number ofShares WeightedAverageExercise PricePer Share WeightedAverageRemainingContractual Term(in Years)Outstanding, September 30, 20142,334,326 $4.11 5.5Granted1,927,500 $2.92 Exercised(232,203) $1.06 Cancelled(381,918) $3.85 Outstanding, September 30, 20153,647,705 $3.70 7.2Granted98,500 $4.51 Exercised(661,663) $2.67 Cancelled(69,168) $4.51 Outstanding, September 30, 20163,015,374 $3.95 6.4Granted147,800 $7.06 Exercised(235,514) $2.92 Cancelled(81,794) $3.59 Outstanding, September 30, 20172,845,866 $4.21 5.4The Company recognized $1.0 million, $1.3 million, and $2.2 million in stock-based compensation expense related to outstanding stock options inthe fiscal years ended September 30, 2017, 2016, and 2015, respectively. As of September 30, 2017, the Company had $1.3 million of unrecognizedcompensation expense related to outstanding stock options expected to be recognized over a weighted average period of approximately 1.5 years.Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of theweighted-average exercise price, multiplied by the number of options outstanding and exercisable. The total intrinsic value of options exercised during thefiscal years ended September 30, 2017, 2016, and 2015 was $1.4 million, $3.3 million, and $0.6 million, respectively. The per-share weighted average fairvalue of options granted during the fiscal years ended September 30, 2016 and 2015 was $4.28, $3.29, and $2.83, respectively. The aggregate intrinsic valueof options outstanding as of September 30, 2017 and 2016, was $15.6 million and $14.2 million, respectively.Restricted Stock UnitsThe following table summarizes RSU activity in the fiscal years ended September 30, 2017, 2016, and 2015: Number ofshares Weighted-averagefair valueper shareOutstanding at September 30, 20141,101,303 $4.71Granted104,000 $2.29Settled(255,041) $2.96Cancelled(147,345) $3.54Outstanding at September 30, 2015802,917 $4.49Granted1,536,000 $4.82Settled(261,621) $4.77Cancelled(31,127) $4.19Outstanding at September 30, 20162,046,169 $4.90Granted1,249,224 $6.61Settled(707,174) $4.81Cancelled(231,198) $4.93Outstanding at September 30, 20172,357,021 $5.65 F-22The cost of RSUs is determined using the fair value of the Company’s common stock on the award date, and the compensation expense is recognizedratably over the vesting period. The Company recognized $4.0 million, $2.7 million, and $1.2 million in stock-based compensation expense related tooutstanding RSUs in the fiscal years ended September 30, 2017, 2016, and 2015, respectively. As of September 30, 2017, the Company had approximately$9.3 million of unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period ofapproximately 2.6 years.Senior Executive Performance RSUsIn the year ended September 30, 2017, the Company granted 2,400,000 Senior Executive Long Term Incentive Restricted Stock Units ("SeniorExecutive Performance RSUs") under the 2012 Plan. 300,000 Senior Executive Performance RSUs granted to the Company's former Chief Financial Officerwere canceled as a result of his resignation effective July 1, 2017. Senior Executive Performance RSUs are purely performance-based, and no SeniorExecutive Performance RSUs vest unless, as of the end of the performance period (March 1, 2017 through the date that is 25 trading days after the first filingof an Annual Report on Form 10-K or Quarterly Report on Form 10-Q by the Company following September 30, 2019 (the “Performance Period”)) or inconnection with a Change of Control (as defined the in 2012 Plan), a significant threshold level of stock price appreciation (or the equivalent in connectionwith a Change of Control that takes the form of an asset sale) has been achieved by the Company. Furthermore, the number of Senior Executive PerformanceRSUs that ultimately vest at the end of the Performance Period depends on whether the percentage increase in the Company’s stock price during thePerformance Period equaled or outperformed the percentage increase in the Russell 2000 Index over the same period.The Senior Executive Performance RSUs will fully vest if the following market conditions are met: (i) the Company achieves a stock price of $20.00per share or more at the end of the Performance Period, which is expected to end in January 2020; and (ii) the Company’s stock price growth during thePerformance Period equaled or outperformed the stock price growth of the Russell 2000 Index. For stock prices between $16.00 per share and $20.00 pershare, vesting will range (i) between 25% and 50% if the percentage increase in the Company’s stock price during the Performance Period was lower than thepercentage increase of the Russell 2000 Index and (ii) between 50% and 100% if the percentage increase in the Company’s stock price during thePerformance Period equaled or outperformed the percentage increase of the Russell 2000 Index, in each case, with higher vesting relating to increased stockprices, determined on the basis of a straight line interpolation. No Senior Executive Performance RSUs will vest if the Company’s stock price at the end of thePerformance Period is below $16.00 per share and all unvested Senior Executive Performance RSUs shall be canceled. Upon cancellation, the shares subjectto such Senior Executive Performance RSUs will not be returned to the 2012 Plan and will not be available for issuance under other types of Awards. Fiftypercent of the Senior Executive Performance RSUs determined at the end of the Performance Period convert into unrestricted shares (one share per RSU). Theremaining 50% of the Senior Executive Performance RSUs vest subject to the participants’ continued employment through the one-year anniversary of theend of the Performance Period; provided, however that such remaining Senior Executive Performance RSUs shall fully vest upon a qualifying termination ora change in control during such one-year period. Accordingly, the related stock-based compensation expense will be recognized over these respectivevesting periods.The Company estimated the fair value of the Senior Executive Performance RSUs on their grant date using the Monte-Carlo simulation (using theCompany’s valuation date stock price, the annual risk-free interest rate, expected volatility, the probability of reaching the performance targets, and a 20-trading-day average stock price). The Company has estimated the aggregate fair value of the Senior Executive Performance RSUs at $4.2 million andrecognized $0.4 million in stock-based compensation expense related to outstanding Senior Executive Performance RSUs during the fiscal year endedSeptember 30, 2017.Closing SharesIn connection with the closing of the IDC Acquisition in June 2015, the Company issued to the Sellers 712,790 shares of common stock. Vesting ofthese shares is subject to the continued employment of the founders of IDchecker and occurs over a period of 27 months (the “Service Period”) from the dateof issuance. The cost of the Closing Shares is determined using the fair value of common stock on the award date, and the stock-based compensation isrecognized ratably over the vesting period. Stock-based compensation expense related to the Closing Shares is recorded within acquisition-related costs andexpenses on the Consolidated Statements of Operations and Other Comprehensive Income. The Company recognized $1.2 million, $1.2 million, and $0.3million in stock-based compensation expense related to the Closing Shares for the fiscal years ended September 30, 2017, 2016, and 2015, respectively. As ofSeptember 30, 2017, the Company had no unrecognized compensation expense related to Closing Shares.F-23Earnout SharesIn addition to the Cash Payment and the issuance of Closing Shares, in each case at the closing of the IDC Acquisition, the Company issued 137,306Earnout Shares to the Sellers for achievement by IDchecker of certain revenue targets for the nine-month period ended September 30, 2015. Additionally,81,182 Earnout Shares were earned by the Sellers for achievement by IDchecker of certain revenue targets for the twelve-month period ended September 30,2016. Earnout Shares vest and will be eligible for resale such that 12.5% of the Earnout Shares will vest and be released for resale on the date that is sixmonths following the date of issue and thereafter, the remaining 87.5% of the applicable Earnout Shares will vest and be released for resale in equal quarterlyinstallments. Vesting of the Earnout Shares is subject to the continued employment of the founders of IDchecker through the date on which all EarnoutShares are fully vested. The Company estimated the fair value of the Earnout Shares using the Monte-Carlo simulation (using the Company’s valuation date stock price, theannual risk-free interest rate, expected volatility, the probability of reaching the performance targets and a 10 trading day average stock price). This modelwill be updated and the respective fair value adjusted each reporting period based on the relevant facts and conditions at the reporting date. Stock-basedcompensation expense related to the Earnout Shares is recorded within acquisition-related costs and expenses on the Consolidated Statements of Operationsand Other Comprehensive Income. The Company recognized $412,000, $292,000, and $47,000 for the fiscal years ended September 30, 2017, 2016, and2015, respectively.6. INCOME TAXESIncome (loss) before taxes for the fiscal years ended September 30, 2017, 2016, and 2015 is comprised of the following (amounts shown in thousands): 2017 2016 2015Domestic$4,057 $2,732 $1,994Foreign(886) (774) (11)Total$3,171 $1,958 $1,983For the fiscal years ended September 30, 2017, 2016, and 2015 the income tax (provision) benefit was as follows (amounts shown in thousands): 2017 2016 2015Federal—current$(127) $(129) $(84)Federal—deferred8,291 — 621State—current(20) (16) (10)State—deferred2,748 — 13Foreign—current29 146 3Total$10,921 $1 $543F-24Significant components of the Company’s net deferred tax assets and liabilities as of September 30, 2017 and 2016 are as follows (amounts shown inthousands): 2017 2016Deferred tax assets: Stock based compensation$3,671 $2,898Net operating loss carryforwards3,453 7,095Research credit carryforwards3,171 44AMT credit carryforwards392 279Foreign net operating losses386 327Other, net770 320Total deferred assets11,843 10,963Deferred tax liabilities: Intangibles(393) (473)Foreign deferred liabilities(280) (356)Net deferred tax asset11,170 10,134Valuation allowance for net deferred tax assets(105) (10,163)Net deferred tax asset (liability)$11,065 $(29)The net change in the total valuation allowance for the fiscal years ended September 30, 2017 and 2016 was a decrease of $10.1 million and $1.9million, respectively. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all ofthe deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income duringperiods in which those temporary differences become deductible. The Company considers projected future taxable income and planning strategies in makingthis assessment. Based on the level of historical operating results and the projections for future taxable income, the Company has determined that it is morelikely than not that the deferred tax assets may be realized. Accordingly, the Company has removed the valuation allowance for all deferred tax assets withthe exception of the net foreign deferred tax assets.As of September 30, 2017, the Company has available net operating loss carryforwards of $29.4 million for federal income tax purposes, which willstart to expire in 2032. The net operating losses for state purposes are $29.4 million and will begin to expire in 2028. Included in these amounts are federaland state net operating losses of $21.1 million attributable to stock option deductions of which the tax benefit will be credited to equity when realized. As ofSeptember 30, 2017, the Company has available federal research and development credit carryforwards, net of reserves, of $1.9 million and alternativeminimum tax credit carryforwards of $0.4 million. The federal research and development credits will start to expire in 2027. As of September 30, 2017, theCompany has available California research and development credit carryforwards, net of reserves, of $1.6 million, which do not expire.Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the "IRC") limit the utilization of tax attribute carryforwards that arise priorto certain cumulative changes in a corporation’s ownership. The Company has completed an IRC Section 382/383 analysis through March 31, 2017 and anyidentified ownership changes had no impact to the utilization of tax attribute carryforwards. Any future ownership changes may have an impact on theutilization of the tax attribute carryforwards.The difference between the income tax (provision) benefit and income taxes computed using the U.S. federal income tax rate was as follows for thefiscal years ended September 30, 2017, 2016, and 2015 (amounts shown in thousands): 2017 2016 2015Amount computed using statutory rate$(1,078) $(666) $(674)Net change in valuation allowance for net deferred tax assets10,058 1,889 1,619AMT and other20 (148) 151Foreign rate differential(169) (70) (1)Non-deductible items(370) (1,136) (182)State income tax(34) (15) (370)Foreign net operating loss— 147 —Research and development credits$2,494 $— $—Income tax (provision) benefit$10,921 $1 $543F-25On November 20, 2015, the FASB issued ASU No 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requiresall deferred tax assets and liabilities to be classified as noncurrent on the balance sheet. The new accounting guidance is effective for annual reportingperiods beginning after December 15, 2016 and interim periods therein. The Company has adopted the standard prospectively as of September 30, 2017 andno adjustment was made to prior periods.In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largestamount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if ithas less than a 50% likelihood of being sustained.The following table reconciles the beginning and ending amount of unrecognized tax benefits for the fiscal years ended September 30, 2017, 2016,and 2015 (amounts shown in thousands): 2017 2016 2015Gross unrecognized tax benefits at the beginning of the year$— $— $—Additions from tax positions taken in the current year140 — —Additions from tax positions taken in prior years1,041 — —Reductions from tax positions taken in prior years— — —Tax settlements— — —Gross unrecognized tax benefits at end of the year$1,181 $— $—Of the total unrecognized tax benefits at September 30, 2017, $1.2 million will impact the Company's effective tax rate. The Company does notanticipate that there will be a substantial change in unrecognized tax benefits within the next 12 months.The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of September 30, 2017, noaccrued interest or penalties related to uncertain tax positions are recorded in the consolidated financial statements.The Company is subject to income taxation in the U. S. at the Federal and state levels. All tax years are subject to examination by US, California, andother state tax authorities due to the carryforward of unutilized net operating losses and tax credits. We are also subject to foreign income taxes in thecountries in which we operate. The Company is not currently under examination by any taxing authorities.7. COMMITMENTS AND CONTINGENCIESRothschild Mobile Imaging Innovations, Inc.On May 16, 2014, Rothschild Mobile Imaging Innovations, Inc. (“RMII”) filed a complaint against us in the U.S. District Court for the District ofDelaware (the "Court") alleging that certain of our mobile imaging products infringe four RMII-owned patents related to mobile imaging technology. OnJune 1, 2014, RMII amended its complaint to add JPMorgan Chase & Co. and JPMorgan Chase Bank, N.A. (together, “Chase”), one of our customers, as adefendant in the lawsuit (as amended, the “Initial Lawsuit”). On September 8, 2014, RMII filed three additional complaints (the “Subsequent Lawsuits”)against us in the Court. The Subsequent Lawsuits contain allegations substantially similar to the Initial Lawsuit regarding infringement by our mobileimaging products of the four RMII-owned patents related to mobile imaging technology, but name as co-defendants Citibank, N.A., Citigroup Inc., WellsFargo & Company, Wells Fargo Bank, N.A., Bank of America Corporation and Bank of America, N.A., respectively (together with Chase, the “BankDefendants”). RMII subsequently filed amended complaints (together with the Initial Lawsuit and the Subsequent Lawsuits, the “RMII Lawsuits”) adding asdefendants both Fiserv and NCR (the “Distributor Defendants”), each of whom distributes our mobile imaging technology to one or more of the BankDefendants. Based on our understanding of the claims, we agreed to accept the demands for indemnity and defense tendered by each of the Bank Defendantsand Distributor Defendants in connection with the RMII Lawsuits.On November 10, 2014, we filed a motion to sever and stay the claims against Chase in the Initial Lawsuit pending resolution of RMII’s claims againstus, which motion was granted on August 3, 2015. On November 19, 2014, we filed joinders to the motion to stay with respect to the Subsequent Lawsuits,which joinders were also granted on August 3, 2015. Additionally, the Patent Trial and Appeal Board (“PTAB”) of the Patent and Trademark Office institutedour petitions for Inter Partes Review (“IPR”) challenging the patentability of all four asserted patents, and the Court agreed to stay the litigation in itsentirety until all of the decisions are rendered in the IPR proceedings.On July 20, 2016, the PTAB entered its final decision in the IPR proceedings. The PTAB ruled that all claims asserted in the litigation in all four RMIIpatents were directed to unpatentable subject matter and thus not patent eligible. On SeptemberF-2616, 2016, the parties filed a joint status report notifying the Court of the PTAB’s decisions in the IPRs. Through that notice, Mitek requested that the Courtenter a judgment of non-infringement, or, in the alternative, dismiss all of RMII’s claims against all defendants with prejudice. On September 16, 2016, RMIIfiled a motion to dismiss without prejudice. Mitek and the Bank Defendants opposed the motion. On September 15, 2017, the Court granted the motion, butdismissed the cases with prejudice. On September 29, 2017, Mitek filed a motion for attorneys' fees and expenses. RMII recently filed a response to thatmotion. Other Legal MattersIn addition to the foregoing, the Company is subject to various claims and legal proceedings arising in the ordinary course of its business. TheCompany accrues for such liabilities when it is both (i) probable that a loss has occurred and (ii) the amount of the loss can be reasonably estimated inaccordance with ASC 450, Contingencies. While any legal proceeding has an element of uncertainty, the Company believes that the disposition of suchmatters, in the aggregate, will not have a material effect on the Company’s financial condition or results of operations.Employee 401(k) PlanThe Company has a 401(k) plan that allows participating employees to contribute a percentage of their salary, subject to Internal Revenue Serviceannual limits. In 2015, the Company implemented a company match to the plan. The Company's contributions are made in an amount equal to 25% of thefirst 6% of an employee's designated deferral of their eligible compensation. The Company's total cost related to the 401(k) plan was $121,000, $91,000, and$42,000 for the fiscal years ended September 30, 2017, 2016, and 2015, respectively.Facility LeaseThe Company’s principal executive offices, as well as its research and development facility, are located in approximately 28,791 square feet of officespace in San Diego, California. The term of the lease for the Company’s offices commenced on October 1, 2016 and continues through April 30, 2020. Theannual base rent under this lease is approximately $0.6 million per year. In connection with this lease, the Company received tenant improvement allowancestotaling $0.3 million. These lease incentives are being amortized as a reduction of rent expense over the term of the lease. The Company’s previous facilitylease terminated on October 16, 2016 and the unamortized balance of the lease incentives associated with that lease were $49,000 at September 30, 2016.The offices of IDchecker are located in The Netherlands. The term of the lease for the office continues through May 31, 2020. The annual base rent under thelease is approximately €48,000 per year. The Company has a sales office in London, United Kingdom. The term of this lease continues through May 31,2018. The annual base rent under this lease is approximately £77,000 per year.Future annual minimum rental payments payable under the facility leases are as follows (shown in thousands):Years ended September 30: 2018$91720198672020498202125202212Thereafter—Total$2,319Rent expense for the Company’s operating leases for its facilities for the years ended September 30, 2017, 2016, and 2015 totaled $0.6 million, $0.3million and $0.4 million, respectively.F-278. REVENUE AND VENDOR CONCENTRATIONSRevenue ConcentrationFor the fiscal year ended September 30, 2017, the Company derived revenue of $10.4 million, or 23% of the Company’s total revenue, from onecustomer, compared to revenue of $6.3 million, or 18% of the Company’s total revenue, from one customer for the fiscal year ended September 30, 2016. Forthe fiscal year ended September 30, 2015, the Company derived revenue of $6.3 million or 25% of the Company’s total revenue, from one customer. Thecorresponding accounts receivable balances of customers from which revenues were in excess of 10% of total revenue were $1.3 million, $1.0 million and$1.1 million at September 30, 2017, 2016 and 2015, respectively.The Company’s revenue is derived primarily from the sale by the Company to channel partners, including systems integrators and resellers, and end-users of licenses to sell products covered by the Company’s patented technologies. In most cases, the channel partners purchase the license from theCompany after they receive an order from an end-user. The channel partners receive orders from various individual end-users; therefore, the sale of a licenseto a channel partner may represent sales to multiple end-users. End-users can purchase the Company’s products through more than one channel partner.Revenues can fluctuate based on the timing of license renewals by channel partners. When a channel partner purchases or renews a license, theCompany receives a license fee in consideration for the grant of a license to sell the Company’s products and there are no future payment obligations relatedto such agreement; therefore, the license fee the Company receives with respect to a particular license renewal in one period does not have a correlation withrevenue in future periods. During the last few years, sales of licenses to one or more channel partners have comprised a significant part of the Company’srevenue. This is attributable to the timing of renewals or purchases of licenses and does not represent a dependence on any single channel partner. TheCompany believes that it is not dependent upon any single channel partner, even those from which revenues were in excess of 10% of the Company’s totalrevenue in a specific reporting period, and that the loss or termination of the Company’s relationship with any such channel partner would not have amaterial adverse effect on the Company’s future operations because either the Company or another channel partner could sell the Company’s products to theend-user that had purchased from the channel partner the Company lost.International sales accounted for approximately 14%, 15% and 5% of the Company’s total revenue for the fiscal years ended September 30, 2017,2016, and 2015, respectively.Vendor ConcentrationThe Company purchases its integrated software components from multiple third-party software providers at competitive prices. For the fiscal yearsended September 30, 2017, 2016, and 2015, the Company did not make purchases from any one vendor comprising 10% or more of the Company’s totalpurchases. The Company has entered into contractual relationships with some of its vendors; however, the Company does not believe it is substantiallydependent upon nor exposed to any significant concentration risk related to purchases from any of its vendors, given the availability of alternative sourcesfor its necessary integrated software components.F-289. QUARTERLY INFORMATION (UNAUDITED)The following table sets forth selected quarterly financial data for 2017, 2016, and 2015 (shown in thousands except per share data): 2017 (by quarter) 1 2 3 4Revenue$9,269 $11,419 $11,798 $12,904Cost of revenue891 830 1,182 1,138Operating expenses9,050 9,365 10,132 10,033Operating income (loss)(672) 1,224 484 1,733Other income, net65 67 149 121Income tax benefit (provision)— (74) (17) 11,012Net income (loss)(607) 1,217 616 12,866Net income (loss) per share: Basic income (loss) per share(0.02) 0.04 0.02 0.38Shares used in calculating net income (loss) per share - basic32,377 32,786 33,024 33,522Diluted income (loss) per share(0.02) 0.03 0.02 0.35Shares used in calculating net income (loss) per share - diluted32,377 34,815 35,610 36,251 2016 (by quarter) 1 2 3 4Revenue$7,404 $8,522 $9,105 $9,670Cost of revenue942 720 793 940Operating expenses6,804 7,171 7,618 7,889Operating income (loss)(342) 631 694 841Other income, net36 30 45 23Income tax benefit (provision)(16) (79) — 96Net income (loss)(322) 582 739 960Net income (loss) per share: Basic income (loss) per share(0.01) 0.02 0.02 0.03Shares used in calculating net income (loss) per share - basic31,094 31,326 31,823 32,086Diluted income (loss) per share(0.01) 0.02 0.02 0.03Shares used in calculating net income (loss) per share - diluted31,094 33,134 34,532 34,860 2015 (by quarter) 1 2 3 4Revenue$5,389 $5,672 $6,440 $7,866Cost of revenue497 558 591 825Operating expenses4,758 4,628 5,539 6,079Operating income134 486 310 962Other income, net15 21 30 25Income tax benefit (provision)(3) — 578 (32)Net income146 507 918 955Net income per share: Basic income per share— 0.02 0.03 0.03Shares used in calculating net income per share - basic30,618 30,697 30,765 30,969Diluted income per share— 0.02 0.03 0.03Shares used in calculating net income per share - diluted31,174 31,321 31,646 31,664F-2910. SUBSEQUENT EVENTAcquisition of ICAR Vision Systems, S.L.On October 16, 2017, Mitek Holding B.V., a company incorporated under the laws of The Netherlands and a wholly owned subsidiary of the Company(“Mitek Holding B.V.”), acquired all of the issued and outstanding shares of ICAR Vision Systems, S.L. (“ICAR”), a company incorporated under the laws ofSpain (the “ICAR Acquisition”) and each of its subsidiaries, pursuant to a Share Purchase Agreement (the “ICAR Purchase Agreement”), by and among, theCompany, Mitek Holding B.V., and each of the shareholders of ICAR (the “ICAR Sellers”). Upon completion of the ICAR Acquisition, ICAR became a directwholly owned subsidiary of Mitek Holding B.V. and an indirect wholly owned subsidiary of the Company. Under the terms of the ICAR Purchase Agreement,Mitek Holding B.V. agreed to purchase all of the outstanding shares of ICAR for an aggregate purchase price of up to $15 million. On closing, $4.1 millionwas paid in cash and $5.6 million in shares of the Company’s common stock, or 584,291 shares, were issued to the ICAR Sellers. The ICAR PurchaseAgreement also provides for additional payments of up to approximately $5.3 million upon the achievement of certain financial milestones during fiscal2018 and fiscal 2019.F-30Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM As independent registered public accountants, we hereby consent to the incorporation by reference in Registration Statement Nos. 333-80567, 333-58032,333-106843, 333-133765, 333-172810, 333-172811, 333-178527, 333-179942, 333-210127, and 333-219991 on Form S-8 and Registration Statement Nos.333-177965 and 333-215182 on Form S-3 of our reports dated November 30, 2017, relating to the financial statements of Mitek Systems, Inc. and theeffectiveness of Mitek Systems, Inc.’s internal control over financial reporting, as of September 30, 2017, included in this Annual Report on Form 10-K forthe year ended September 30, 2017. /s/ Mayer Hoffman McCann P.C.San Diego, CaliforniaNovember 30, 2017Exhibit 31.1CERTIFICATION OF CHIEF EXECUTIVE OFFICERPursuant to Rule 13a-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, James B. DeBello, certify that:1.I have reviewed this annual report on Form 10-K 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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange 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 withinthose entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness 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 mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe 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 arereasonably 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 internalcontrol over financial reporting.Date: November 30, 2017 /s/ James B. DeBello James B. DeBello, Chief Executive Officer (Principal Executive Officer)Exhibit 31.2CERTIFICATION OF CHIEF FINANCIAL OFFICERPursuant to Rule 13a-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Jeffrey C. Davison, certify that:1.I have reviewed this annual report on Form 10-K 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 thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial 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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange 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 withinthose entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal 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 theeffectiveness 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 mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe 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 arereasonably 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 internalcontrol over financial reporting.Date: November 30, 2017 /s/ Jeffrey C. Davison Jeffrey C. Davison,Chief Financial Officer (Principal Financial Officer)Exhibit 32.1CERTIFICATIONSPURSUANT TO SECTION 18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002Each of the undersigned, in his capacity as the principal executive officer and principal financial officer of Mitek Systems, Inc. (the “Company”), as the casemay be, hereby certifies, pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), that, to the best of his knowledge:1.This Annual Report on Form 10-K for the period ended September 30, 2017 (this “Annual Report”) fully complies with the requirements ofSection 13(a) or 15(d) of the Exchange Act; and2.The information contained in this Annual Report fairly presents, in all material respects, the financial condition and results of operations of theCompany for the period covered by this Annual Report.Date: November 30, 2017 /s/ James B. DeBello James B. DeBello Chief Executive Officer (Principal Executive Officer) Date: November 30, 2017 /s/ Jeffrey C. Davison Jeffrey C. Davison Chief Financial Officer (Principal Financial and Accounting Officer) A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will beretained by the Company and furnished to the Securities and Exchange Commission (“SEC”) or its staff upon request.This certification accompanies the Form 10-K to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filingof the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of this Annual Report), irrespectiveof any general incorporation language contained in such filing.

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