RESTATEMENT | 2. RESTATEMENT The Company concluded it should restate its previously issued financial statements by amending its Quarterly Report on Form 10- Q for the quarterly period ended March 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2022, to record certain adjustments associated with its acquisition of HooYu Ltd (the “HooYu Acquisition”). The Company previously did not accrue for approximately $0.7 million of representations and warranty insurance, which should have been accrued for and fully expensed upon the effective date of the HooYu Acquisition, which was March 23, 2022. The Company also did not accrue for and expense $0.6 million of stamp duty tax related to the HooYu Acquisition during the quarterly period ended March 31, 2022. These two additional expenses during the quarter ended March 31, 2022 have a combined tax benefit of $0.4 million, which offsets these expenses and increases the Company’s deferred income tax asset by the same amount. Lastly, the Company incorrectly calculated the acquired deferred income tax liability and did not separately record $0.9 million of the acquired deferred income tax asset balance, which when netted with related deferred taxes resulted in an overstatement of deferred income tax liabilities by $1.4 million, which was previously improperly included in goodwill. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Q for the quarterly period ended March 31, 2022 (the “Affected Quarterly Period”). Therefore, the Company, in consultation with the Audit Committee of the Company’s Board of Directors, concluded that the Affected Quarterly Period should be restated to present the identified adjustments discussed above. As such, the Company is reporting these restatements to the period in this Form 10-Q/A. The impact of the restatement on the Company’s financial statements is reflected in the following tables (in thousands, except share and per share amounts): MITEK SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (amounts in thousands except share data) As of March 31, 2022 As Previously Reported Total Adjustments As Restated 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 (1,370) 135,519 Deferred income tax assets 10,572 431 11,003 Other non-current assets 5,292 — 5,292 Total assets $ 385,159 $ (939) $ 384,220 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 5,359 $ 1,329 $ 6,688 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 1,329 40,862 Convertible senior notes 124,370 — 124,370 Deferred revenue, non-current portion 1,053 — 1,053 Lease liabilities, non-current portion 5,485 — 5,485 Deferred income tax liabilities 22,100 (1,370) 20,730 Other non-current liabilities 6,250 — 6,250 Total liabilities 198,791 (41) 198,750 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 — 207,491 Accumulated other comprehensive loss (5,170) — (5,170) Accumulated deficit (15,997) (898) (16,895) Treasury stock, at cost, no shares and 7,773 shares as of March 31, 2022 and September 30, 2021, respectively — — — Total stockholders’ equity 186,368 (898) 185,470 Total liabilities and stockholders’ equity $ 385,159 $ (939) $ 384,220 MITEK SYSTEMS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (amounts in thousands except per share data) Three Months Ended March 31, 2022 As Previously Reported Total Adjustments As Restated Revenue Software and hardware $ 19,280 $ — $ 19,280 Services and other 15,434 — 15,434 Total revenue 34,714 — 34,714 Operating costs and expenses Cost of revenue—software and hardware 310 — 310 Cost of revenue—services and other 3,000 — 3,000 Selling and marketing 9,206 — 9,206 Research and development 8,236 — 8,236 General and administrative 6,073 — 6,073 Acquisition-related costs and expenses 3,056 1,329 4,385 Total operating costs and expenses 29,881 1,329 31,210 Operating income 4,833 (1,329) 3,504 Interest expense 2,040 — 2,040 Other income, net (231) — (231) Income before income taxes 2,562 (1,329) 1,233 Income tax provision (651) 431 (220) Net income $ 1,911 $ (898) $ 1,013 Net income per share—basic $ 0.04 $ (0.02) $ 0.02 Net income per share—diluted $ 0.04 $ (0.02) $ 0.02 Shares used in calculating net income per share—basic 44,775 — 44,775 Shares used in calculating net income per share—diluted 46,097 — 46,097 Comprehensive loss Net income $ 1,911 $ (898) $ 1,013 Foreign currency translation adjustment (1,862) — (1,862) Unrealized loss on investments (828) — (828) Comprehensive loss $ (779) $ (898) $ (1,677) Six Months Ended March 31, 2022 As Previously Reported Total Adjustments As Restated Revenue Software and hardware $ 34,725 $ — $ 34,725 Services and other 32,461 — 32,461 Total revenue 67,186 — 67,186 Operating costs and expenses Cost of revenue—software and hardware 688 — 688 Cost of revenue—services and other 5,978 — 5,978 Selling and marketing 17,644 — 17,644 Research and development 15,842 — 15,842 General and administrative 12,037 — 12,037 Acquisition-related costs and expenses 5,335 1,329 6,664 Total operating costs and expenses 57,524 1,329 58,853 Operating income 9,662 (1,329) 8,333 Interest expense 4,048 — 4,048 Other income, net (96) — (96) Income before income taxes 5,518 (1,329) 4,189 Income tax provision (483) 431 (52) Net income $ 5,035 $ (898) $ 4,137 Net income per share—basic $ 0.11 $ (0.02) $ 0.09 Net income per share—diluted $ 0.11 $ (0.02) $ 0.09 Shares used in calculating net income per share—basic 44,795 — 44,795 Shares used in calculating net income per share—diluted 46,206 — 46,206 Comprehensive income (loss) Net income $ 5,035 $ (898) $ 4,137 Foreign currency translation adjustment (3,129) — (3,129) Unrealized loss on investments (1,098) — (1,098) Comprehensive income (loss) $ 808 $ (898) $ (90) MITEK SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (amounts in thousands) Six Months Ended March 31, As Previously Reported Total Adjustments 2022 Operating activities: Net income $ 5,035 $ (898) $ 4,137 Adjustments to reconcile net income to net cash provided by operating activities: — Stock-based compensation expense 6,429 — 6,429 Amortization of intangible assets 4,525 — 4,525 Depreciation and amortization 555 — 555 Amortization of investment premiums & other 1,109 — 1,109 Accretion and amortization on debt securities 3,453 — 3,453 Net changes in estimated fair value of acquisition-related contingent consideration (780) — (780) Deferred taxes (92) (431) (523) Changes in assets and liabilities: — Accounts receivable (6,171) — (6,171) Contract assets 345 — 345 Other assets 498 — 498 Accounts payable 2,440 1,329 3,769 Accrued payroll and related taxes (4,693) — (4,693) Deferred revenue (3,126) — (3,126) Other liabilities 159 — 159 Net cash provided by operating activities 9,686 — 9,686 Investing activities: Purchases of investments (47,818) — (47,818) Sales and maturities of investments 173,316 — 173,316 Acquisitions, net of cash acquired (126,607) — (126,607) Purchases of property and equipment (634) — (634) Net cash used in investing activities (1,743) — (1,743) Financing activities: Proceeds from the issuance of equity plan common stock 1,128 — 1,128 Repurchases and retirements of common stock (14,828) — (14,828) Principal payments on other borrowings (36) — (36) Net cash provided by (used in) financing activities (13,736) — (13,736) Foreign currency effect on cash and cash equivalents (535) — (535) Net increase (decrease) in cash and cash equivalents (6,328) — (6,328) Cash and cash equivalents at beginning of period 30,312 — 30,312 Cash and cash equivalents at end of period $ 23,984 $ — $ 23,984 Supplemental disclosures of cash flow information: Cash paid for interest $ 582 $ — $ 582 Cash paid for income taxes $ 597 $ — $ 597 Supplemental disclosures of non-cash investing and financing activities: Reclassification of convertible senior notes hedge and embedded conversion derivative to additional paid-in capital $ 42,821 $ — $ 42,821 Unrealized holding gain (loss) on available-for-sale investments $ (1,098) $ — $ (1,098) |