Mitek Systems Inc 10-Q for FY2022 Q2

Mitek Systems Inc (MITK)

10-Q 2022-05-09 For: 2022-03-31

Added on April 08, 2026

About this 10-Q

Mitek Systems Inc filed this 10-Q on May 9, 2022, covering the quarter ended March 31, 2022 (FY2022 Q2).

Headline figures

Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $34.71M; up 20.6% from $28.77M a year earlier
Net income: $1.91M; up 87.5% from net income of $1.02M a year earlier
Diluted EPS: $0.04; up 100.0% from $0.02 a year earlier

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

600 B Street, Suite 100
San Diego, California						92101
(Address of principal executive offices)						(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MITK	The NASDAQ Capital Market


	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheets at March 31, 2022 (Unaudited) and September 30, 2021	1
	Consolidated Statements of Operations and Other Comprehensive Income (Loss) (Unaudited) for the Three and Six Months Ended March 31, 2022 and 2021	2
	Consolidated Statements of Stockholders' Equity (Unaudited) for the Three and Six Months Ended March 31, 2022 and 2021	3
	Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended March 31, 2022 and 2021	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	42
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	46
	Signatures	48


	March 31, 2022 (Unaudited)		September 30, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	23,984	$	30,312
Short-term investments	37,910		149,057
Accounts receivable, net	23,858		16,602
Contract assets	4,503		4,080
Prepaid expenses	2,409		1,920
Other current assets	1,849		2,085
Total current assets	94,513		204,056
Long-term investments	31,493		48,051
Property and equipment, net	3,938		3,671
Right-of-use assets	6,098		7,056
Intangible assets, net	96,364		28,734
Goodwill	136,889		63,096
Deferred income tax assets	10,572		10,511
Convertible senior notes hedge	—		48,208
Other non-current assets	5,292		6,310
Total assets	$	385,159	$	419,693
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,359	$	2,507
Accrued payroll and related taxes	8,271		11,776
Deferred revenue, current portion	9,700		10,381
Lease liabilities, current portion	1,944		1,943
Acquisition-related contingent consideration	10,790		11,050
Other current liabilities	3,469		1,552
Total current liabilities	39,533		39,209
Convertible senior notes	124,370		120,918
Embedded conversion derivative	—		48,208
Deferred revenue, non-current portion	1,053		955
Lease liabilities, non-current portion	5,485		6,588
Deferred income tax liabilities	22,100		4,117
Other non-current liabilities	6,250		6,868
Total liabilities	198,791		226,863
Stockholders’ equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding	—		—
Common stock, $0.001 par value, 120,000,000 and 60,000,000 shares authorized, 44,344,361 and 44,168,745 issued and outstanding, as of March 31, 2022 and September 30, 2021, respectively	44		44
Additional paid-in capital	207,491		199,935
Accumulated other comprehensive loss	(5,170)		(943)
Accumulated deficit	(15,997)		(6,066)
Treasury stock, at cost, no shares and 7,773 shares as of March 31, 2022 and September 30, 2021, respectively	—		(140)
Total stockholders’ equity	186,368		192,830
Total liabilities and stockholders’ equity	$	385,159	$	419,693


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Revenue
Software and hardware	$	19,280	$	13,013	$	34,725	$	25,315
Services and other	15,434		15,760		32,461		29,433
Total revenue	34,714		28,773		67,186		54,748
Operating costs and expenses
Cost of revenue—software and hardware	310		670		688		1,915
Cost of revenue—services and other	3,000		3,122		5,978		6,015
Selling and marketing	9,206		8,530		17,644		15,915
Research and development	8,236		6,691		15,842		12,855
General and administrative	6,073		5,718		12,037		10,776
Acquisition-related costs and expenses	3,056		1,659		5,335		3,352

Total operating costs and expenses	29,881		26,390		57,524		50,828
Operating income	4,833		2,383		9,662		3,920
Interest expense	2,040		1,319		4,048		1,319
Other income (expense), net	(231)		372		(96)		468
Income before income taxes	2,562		1,436		5,518		3,069
Income tax benefit (provision)	(651)		(417)		(483)		117
Net income	$	1,911	$	1,019	$	5,035	$	3,186
Net income per share—basic	$	0.04	$	0.02	$	0.11	$	0.07
Net income per share—diluted	$	0.04	$	0.02	$	0.11	$	0.07
Shares used in calculating net income per share—basic	44,775		43,138		44,795		42,835
Shares used in calculating net income per share—diluted	46,097		44,554		46,206		44,367
Other comprehensive income (loss)
Net income	$	1,911	$	1,019	$	5,035	$	3,186
Foreign currency translation adjustment	(1,862)		(2,648)		(3,129)		112
Unrealized loss on investments	(828)		(133)		(1,098)		(186)
Other comprehensive income (loss)	$	(779)	$	(1,762)	$	808	$	3,112


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended March 31, 2022
	Common Stock			Additional Paid-In Capital		Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance, December 31, 2021	44,297	$	44	$	203,091		$	(13,226)	$	(2,480)	$	187,429
Exercise of stock options	16	—		179			—		—		179
Settlement of restricted stock units	248	—		—			—		—		—
Issuance of common stock under employee stock purchase plan	71	—		923			—		—		923

Stock-based compensation expense	—	—		3,298			—		—		3,298


Repurchases and retirement of common stock	(288)	—		—			(4,682)		—		(4,682)
Components of other comprehensive loss:
Net income	—	—		—			1,911		—		1,911
Currency translation adjustment	—	—		—			—		(1,862)		(1,862)
Change in unrealized gain (loss) on investments	—	—		—			—		(828)		(828)
Total other comprehensive loss											(779)
Balance, March 31, 2022	44,344	$	44	$	207,491		$	(15,997)	$	(5,170)	$	186,368


	Three Months Ended March 31, 2021
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance, December 31, 2020	42,668	$	43	$	151,153	$	(11,827)	$	2,384	$	141,753
Exercise of stock options	18	—		69		—		—		69
Settlement of restricted stock units	289	—		(1)		—		—		(1)
Issuance of common stock under employee stock purchase plan	77	—		793		—		—		793

Stock-based compensation expense	—	—		2,968		—		—		2,968
Sale of convertible senior notes warrants	—	—		23,909		—		—		23,909

Components of other comprehensive income:
Net income	—	—		—		1,019		—		1,019
Currency translation adjustment	—	—		—		—		(2,648)		(2,648)
Change in unrealized gain (loss) on investments	—	—		—		—		(133)		(133)
Total other comprehensive income										(1,762)
Balance, March 31, 2021	43,052	$	43	$	178,891	$	(10,808)	$	(397)	$	167,729


	Six Months Ended March 31, 2022
	Common Stock			Additional Paid-In Capital		Treasury Stock			Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balance, September 30, 2021	44,169	$	44	$	199,935	(8)	$	(140)	$	(6,066)	$	(943)	$	192,830
Exercise of stock options	25	—		206		—	—		—		—		206
Settlement of restricted stock units	973	1		(1)		—	—		—		—		—
Issuance of common stock under employee stock purchase plan	71	—		923		—	—		—		—		923
Acquisition-related shares issued	—	—		—		—	—		—		—		—
Stock-based compensation expense	—	—		6,429					—		—		6,429

Sale of convertible senior notes warrants	—	—		—		—	—		—		—		—
Repurchases and retirements of common stock	(894)	(1)		(1)		8	140		(14,966)		—		(14,828)
Components of other comprehensive income:
Net income	—	—		—		—	—		5,035		—		5,035
Currency translation adjustment	—	—		—		—	—		—		(3,129)		(3,129)
Change in unrealized gain (loss) on investments	—	—		—		—	—		—		(1,098)		(1,098)
Total other comprehensive income													808
Balance, March 31, 2022	44,344	$	44	$	207,491	—	$	—	$	(15,997)	$	(5,170)	$	186,368


	Six Months Ended March 31, 2021
	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance, September 30, 2020	41,780	$	42	$	146,518	$	(13,994)	$	(323)	$	132,243
Exercise of stock options	260	—		1,958		—		—		1,958
Settlement of restricted stock units	935	1		(1)		—		—		—
Issuance of common stock under employee stock purchase plan	77	—		792		—		—		792

Stock-based compensation expense	—	—		5,715		—		—		5,715
Sale of convertible senior notes warrants	—	—		23,909		—		—		23,909


Components of other comprehensive income:
Net income	—	—		—		3,186		—		3,186
Currency translation adjustment	—	—		—		—		112		112
Change in unrealized gain (loss) on investments	—	—		—		—		(186)		(186)
Total other comprehensive income										3,112
Balance, March 31, 2021	43,052	$	43	$	178,891	$	(10,808)	$	(397)	$	167,729


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


	ID R&D		HooYu		Total
Current assets	$	320	$	1,865	$	2,185
Property, plant, and equipment	114		243		$	357
Intangible assets	16,930		73,100		$	90,030
Goodwill	27,748		75,691		$	103,439

Current liabilities	(425)		(5,068)		$	(5,493)

Other non-current liabilities	(2,355)		(18,275)		$	(20,630)
Net assets acquired	$	42,332	$	127,556	$	169,888


	Amortization Period	Amount assigned

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


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

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


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


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


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


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


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


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


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

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


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



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

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


Balance at September 30, 2021	$	16,770

Expenses recorded due to changes in fair value	(780)



Balance at March 31, 2022	$	15,990


Balance at September 30, 2021	$	63,096
Acquisition of HooYu	75,691
Foreign currency effect on goodwill	(1,898)
Balance at March 31, 2022	$	136,889


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


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


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


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


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


	Three Months Ended March 31,
					Percentage of Total Revenue				Increase (Decrease)
	2022		2021		2022		2021		$		%
Revenue
Software and hardware	$	19,280	$	13,013	56	%	45	%	$	6,267	48	%
Services and other	15,434		15,760		44	%	55	%	(326)		(2)	%
Total revenue	$	34,714	$	28,773	100	%	100	%	$	5,941	21	%
Cost of revenue	3,310		3,792		10	%	13	%	(482)		(13)	%
Selling and marketing	9,206		8,530		27	%	30	%	676		8	%
Research and development	8,236		6,691		24	%	23	%	1,545		23	%
General and administrative	6,073		5,718		17	%	20	%	355		6	%
Acquisition-related costs and expenses	3,056		1,659		9	%	6	%	1,397		84	%

Interest expense	2,040		1,319		6	%	5	%	721		55	%
Other income (expense), net	(231)		372		(1)	%	1	%	(603)		(162)	%
Income tax provision	(651)		(417)		(2)	%	(1)	%	(234)		(56)	%
Net income	$	1,911	$	1,019	6	%	4	%	$	892	88	%


	March 31, 2022 (Unaudited)
	As Furnished		As Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	23,984	$	23,984
Short-term investments	37,910		37,910
Accounts receivable, net	23,858		23,858
Contract assets	4,503		4,503
Prepaid expenses	2,409		2,409
Other current assets	1,849		1,849
Total current assets	94,513		94,513
Long-term investments	31,493		31,493
Property and equipment, net	3,938		3,938
Right-of-use assets	6,098		6,098
Intangible assets, net	96,364		96,364
Goodwill	136,889		136,889
Deferred income tax assets	16,479		10,572
Convertible senior notes hedge	—		—
Other non-current assets	5,292		5,292
Total assets	$	391,066	$	385,159
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,359	$	5,359
Accrued payroll and related taxes	8,271		8,271
Deferred revenue, current portion	9,700		9,700
Lease liabilities, current portion	1,944		1,944
Acquisition-related contingent consideration	10,790		10,790
Other current liabilities	3,469		3,469
Total current liabilities	39,533		39,533
Convertible senior notes	124,370		124,370
Embedded conversion derivative	—		—
Deferred revenue, non-current portion	1,053		1,053
Lease liabilities, non-current portion	5,485		5,485
Deferred income tax liabilities	22,100		22,100
Other non-current liabilities	6,250		6,250
Total liabilities	198,791		198,791
Stockholders’ equity:
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding	—		—
Common stock, $0.001 par value, 120,000,000 and 60,000,000 shares authorized, 44,344,361 and 44,168,745 issued and outstanding, as of March 31, 2022 and September 30, 2021, respectively	44		44
Additional paid-in capital	213,398		207,491
Accumulated other comprehensive loss	(5,170)		(5,170)
Accumulated deficit	(15,997)		(15,997)
Treasury stock, at cost, no shares and 7,773 shares as of March 31, 2022 and September 30, 2021, respectively	—		—
Total stockholders’ equity	192,275		186,368
Total liabilities and stockholders’ equity	$	391,066	$	385,159


*						Filed herewith.
**						Non-material schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
+						Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
#						Management contract, compensatory plan arrangement.
(1)						Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2021.
(2)						Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2022.
(3)						Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014, filed with the SEC on December 7, 2014.
(4)						Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2022.
(5)						Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2014.
(6)						Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018.
(7)						Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2021.
(8)						Incorporated by reference to Exhibit 10.1 the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2022.


May 6, 2022	MITEK SYSTEMS, INC.

	By:	/s/ Scipio Maximus Carnecchia
		Scipio Maximus Carnecchia
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Frank Teruel
		Frank Teruel
		Chief Financial Officer (Principal Financial and Accounting Officer)


Number of Shares of Common Stock Subject to Award:			42,950_________________________________________
Award Date:			March 7, 2022___________________________________
Vesting Schedule:			The RSUs shall vest in four equal annual installments with 25% vesting on the one-year anniversary of the grant date and the remaining 75% vesting in equal installments on each subsequent anniversary of the grant date. __________________________________________


COMPANY:			PARTICIPANT:
MITEK SYSTEMS, INC.
By: /s/ Frank Teruel			By: /s/ Scott Marcus
Name: Frank Teruel			Name: Scott Marcus
Title: Chief Financial Officer Name: Title:			Name:


Number of Shares of Common Stock Subject to Award:			At-Target: 35,791 Above-Target: 11,930
Award Date:			March 7, 2022
Vesting Schedule:			The At-Target Performance RSUs shall vest and settle as follows: •Up to 33.33% of the total of such shares shall vest on each one-year anniversary of the Grant Date if the Annual Performance Criteria for the applicable Performance Period (each as set forth on Appendix A) has been met; •If, the Annual Performance Criteria for any applicable Performance Period has not been met at 100% or above, then up to 100% of any such prior Performance Period’s unvested At-Target Performance RSUs shall vest if the Cumulative Performance Criteria (set forth on Appendix A) have been met. •Details on the Performance Period, Annual Performance Criteria, Cumulative Performance Criteria and vesting are set forth in Appendix A and are herein incorporated into the terms of each grant. The Above-Target Performance RSUs shall vest and settle as follows: •Up to 33.33% of such shares shall vest on each one-year anniversary of the Grant Date if the Annual Performance Criteria for the applicable Performance Period (set forth on Appendix A) has been exceeded as set forth in Appendix A; •If, the Annual Performance Criteria for any applicable Performance Period has not been exceeded, then up to 100% of any such prior Performance Period’s unvested Above-Target Performance RSUs shall vest if the Cumulative Performance Criteria has been exceeded as forth on Appendix A. •Details on the Performance Period, Annual Performance Criteria, Cumulative Performance Criteria, and vesting are set forth in Appendix A are herein incorporated into the terms of each grant.


Mitek performance vs. Russell 2000 Index Performance 110% or more	Percentage of At-Target Performance RSUs for the applicable period which vest: 100%	Percentage of Above- Target Performance RSUs for the applicable period which vest: 100%
100% - 110% 85% - 100%	100% 50%-100% (pro-rata)	0% - 100% (pro—rata) 0%
Below 85%	0%	0%


Mitek’s cumulative performance vs. Russell 2000 Index cumulative Performance 110% or more	Percentage of At-Target Performance RSUs for the prior performance periods which vest: 100%	Percentage of Above-Target Performance RSUs for the prior performance periods which vest: 100%
100% - 110%	100%	0% - 100% (pro-rata)