<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 10-Q
(Mark One)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1999 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 0-15235
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MITEK SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 87-0418827
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10070 CARROLL CANYON ROAD, SAN DIEGO, CALIFORNIA 92131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 635-5900
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(Former name, former address and former fiscal year, if changed since
last report)
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 12 months (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 X No .
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There were 10,324,138 shares outstanding of the registrant's Common
Stock as of May 4, 1999.
<PAGE>
PART 1: FINANCIAL INFORMATION
MITEK SYSTEMS, INC
CONSOLIDATED BALANCE SHEETS
UNAUDITED
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1999 1998
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<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,850,383 $ 1,740,760
Accounts receivable-net 2,601,319 2,234,640
Note receivable 0 56,478
Inventories-net 32,340 123,909
Prepaid expenses and other assets 172,100 161,437
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Total current assets 4,656,142 4,317,224
PROPERTY AND EQUIPMENT-net 224,948 192,135
OTHER ASSETS 676,421 1,626,413
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TOTAL ASSETS $ 5,557,511 $ 6,135,772
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 387,385 $ 650,206
Accrued payroll and related taxes 421,456 242,427
Unearned maintenance income 364,163 201,568
Other accrued liabilities 167,777 705,836
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Total current liabilities 1,340,781 1,800,037
LONG-TERM LIABILITIES 59,231 54,187
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Total liabilities 1,400,012 1,854,224
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDERS' EQUITY
Common stock - $.001 par value; 20,000,000
shares authorized, 10,314,138 and
11,573,152 issued and outstanding, respectively 10,314 11,573
Additional paid-in capital 8,360,672 9,191,887
Accumulated deficit (4,213,487) (4,921,912)
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Total stockholders' equity 4,157,499 4,281,548
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,557,511 $ 6,135,772
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</TABLE>
See notes to consolidated financial statements
<PAGE>
MITEK SYSTEMS, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
NET SALES $ 2,070,509 $ 1,481,837 $ 4,280,986 $ 2,787,766
COST OF SALES 329,468 531,492 752,121 1,028,859
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GROSS MARGIN 1,741,041 950,345 3,528,865 1,758,907
COSTS AND EXPENSES:
Operations 142,754 106,418 268,799 207,361
General and administrative 390,246 321,376 896,815 699,812
Research and development 277,917 312,448 573,051 765,046
Selling and marketing 593,604 448,157 1,089,160 986,599
Other charges 689,000
Interest (income) - net (7,589) (17,117) (17,385) (38,354)
----------- ----------- ----------- -----------
Total costs and expenses 1,396,932 1,171,282 2,810,440 3,309,464
----------- ----------- ----------- -----------
OPERATING INCOME (LOSS) 344,109 (220,937) 718,425 (1,550,557)
OTHER INCOME (EXPENSE) - NET 0 34,256 0 (265,293)
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES 344,109 (186,681) 718,425 (1,815,850)
PROVISION FOR INCOME TAXES 10,000 0 10,000 0
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 334,109 $ (186,681) $ 708,425 $(1,815,850)
EARNINGS (LOSS) PER SHARE - BASIC $ 0.03 $ (0.02) $ 0.06 $ (0.16)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC 10,291,623 11,552,376 11,022,535 11,546,333
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
EARNINGS (LOSS) PER SHARE - DILUTED $ 0.03 $ (0.02) $ 0.06 $ (0.16)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES AND COMMON
SHARE EQUIVALENTS OUTSTANDING - DILUTED 10,575,733 11,552,376 11,188,712 11,546,333
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
See notes to consolidated financial statements
<PAGE>
MITEK SYSTEMS, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION> SIX MONTHS ENDED
MARCH 31,
1999 1998
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<S> <C> <C>
Net income (loss) $ 708,425 $ (1,815,850)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Depreciation and amortization 159,885 278,933
Loss on sale of property and equipment 3,442 2,423
Gain on sale of Fax business 0 (34,256)
Asset impairment 0 489,000
Value of stock options granted to non-employee 7,846 0
Changes in assets and liabilities:
Accounts and notes receivable (366,679) 499,660
Inventories, prepaid expenses, and other assets 80,906 25,679
Accounts payable, accrued payroll and related
taxes, unearned maintenance income, and other
accrued liabilities (454,212) (99,839)
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Net cash provided by (used in) operating activities 139,613 (654,250)
INVESTING ACTIVITIES
Proceeds from note receivable 56,478 0
Purchases of property and equipment (93,044) (42,269)
Proceeds from sale of Fax business 0 420,000
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Net cash provided by (used in) investing activities (36,566) 377,731
FINANCING ACTIVITIES
Repurchase of common stock (14,150) 0
Repayment of notes payable and long-term liabilities 0 (4,425)
Proceeds from exercise of stock options and warrants 20,726 13,523
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Net cash provided by financing activities 6,576 9,098
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NET INCREASE (DECREASE) IN CASH 109,623 (267,421)
CASH AT BEGINNING OF PERIOD 1,740,760 1,261,117
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CASH AT END OF PERIOD $ 1,850,383 $ 993,696
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Significant non-cash investing and financing activities:
591,114 shares of unregistered common stock reacquired
pursuant to settlement agreement - see Note 3 369,446
763,922 shares of unregistered common stock reacquired
pursuant to revised cross investment and licensing
agreements - see Note 4 477,451
</TABLE>
See notes to consolidated financial statements
<PAGE>
MITEK SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do
not include all information and footnote disclosures that are otherwise
required by Regulation S-X and that will normally be made in the Company's
Annual Report on Form 10-K. The financial statements do, however, reflect all
adjustments (solely of a normal recurring nature) which are, in the opinion
of management, necessary for a fair statement of the results of the interim
periods presented.
Results for the three months ended March 31, 1999 and September 30, 1998
are not necessarily indicative of results which may be reported for any other
interim period or for the year as a whole.
2. Inventories
Inventories are summarized as follows:
<TABLE>
<CAPTION>
March 31, 1999 September 30, 1998
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<S> <C> <C>
Raw materials $24,001 $ 14,177
Finished goods 8,339 109,732
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Total $32,340 $123,909
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------- --------
</TABLE>
Inventories are recorded at the lower of cost (on the first-in,
first-out basis) or market and are net of a $144,638 and $200,000 reserve for
inventory obsolescence for the respective periods.
3. Acquisition and Settlement
On June 3, 1997, the Company purchased substantially all of the assets
of Technology Solutions, Inc. ("TSI"), a Chantilly, Virginia based software
developer and solution provider of document image processing systems. The
purchase price consisted of issuing 685,714 unregistered shares of the
Company's common stock and $240,000 cash payment. The purchase resulted in
$1,065,107 of goodwill, to be amortized over 60 months as a component of cost
of sales. A $293,000 goodwill impairment was recorded in the first quarter of
fiscal 1998.
Disputes arose between the Company, TSI, and the principals of TSI. On
October 20,1998, the Company entered into an agreement with TSI and its
principals in settlement of all claims and cross-claims. Pursuant to this
agreement, the Company reacquired 591,114 shares of its unregistered common
stock and a non-exclusive, non-transferable, perpetual, worldwide,
royalty-free license to use key components of the TSI document imaging
systems software. TSI and its principals reacquired ownership of their
technology and software. This settlement did not result in an impairment of
goodwill, and the reacquired common stock was recorded as treasury stock in
the amount of $369,466. The goodwill balance after this transaction of
$168,366 is applicable to the software rights retained and will be amortized
over 48 months, as a component of cost of sales.
4. Licensing Agreements
In April 1997 the Company entered into an exclusive software licensing
agreement with Parascript Limited Liability Company (Parascript). The terms
of the agreement required the Company to pay Parascript $650,000 cash, and
lend Parascript $250,000 cash to be repaid in part from the royalties due
Parascript (the $250,000 loan was repaid during the year ended September 30,
1998). In addition, the entities entered into a cross investment agreement
providing Parascript with 763,922 shares of unregistered common stock of the
Company valued at $668,814 in exchange for a 10% interest in Parascript. The
<PAGE>
investment in Parascript was accounted for on the cost method and was
included in Other Assets at September 30, 1998.
On October 16, 1998 the Company and Parascript agreed to undo their
cross investment agreement and entered into a new licensing agreement. The
new licensing agreement is not exclusive except for six major customers, and
provides for a reduction in royalty percentages payable. The Company received
763,922 shares of unregistered common stock of the Company previously held by
Parascript valued at $477,451 in exchange for returning its 10% interest in
Parascript, exclusivity for six customers, and reduced royalties. The
difference between the carrying value of the investment in Parascript of
$668,814 at December 31, 1998 and the $477,451 value of the Company common
stock reacquired on October 16, 1998 of $191,363, is included in Other Assets
as prepaid license rights in the accompanying balance sheet at March 31,
1999, and is being amortized over 48 months as a component of cost of sales.
5. Commitments and contingencies
The Company signed an agreement to sub-lease approximately 1,131 square
feet of office space in Sterling, Virginia, effective January 1, 1999 through
December 31, 2003, for an initial annual base rent of $23,293 plus scheduled
annual increases.
In the general course of business the Company, at various times, has
been named in lawsuits. During fiscal 1998 the Company was involved in a
number of legal proceedings. All of these proceedings were resolved in
October, 1998 and the costs of these settlements were included in the fiscal
year ended September 30, 1998 financial statements. In October 1998 the
company settled a lawsuit with two founders of Technology Solutions, Inc (see
Note 3) and restructured their cross investment and licensing agreement with
Parascript Limited Liability Company (see Note 4). In addition, the company
agreed in October 1998 to settle a pending lawsuit with a customer and an
employee-related lawsuit.
<PAGE>
MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following cautionary statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 in order for the Company to avail
itself of the "safe harbor" provisions of that Act. The discussion and
information in Management's' Discussion and Analysis of Financial Condition
and Result of Operations (the "MD&A") may contain both historical and
forward-looking statements. To the extent that MD&A contains forward-looking
statements regarding the financial condition, operating results, business
prospects or any other aspect of the Company, please be advised that the
Company's actual financial condition, operating results and business
performance may differ materially from that projected or estimated by the
Company in forward-looking statements. The Company has attempted to identify,
in context, certain of the factors that it currently believes may cause
actual future experience and results to differ from the Company's current
expectations. The difference may be caused by a variety of factors, including
but not limited to adverse economic conditions, general decreases in demand
for Company products and services, intense competition, including entry of
new competitors, increased or adverse federal, state and local government
regulation, inadequate capital, unexpected costs, lower revenues and net
income than forecast, price increases for supplies, inability to raise
prices, the risk of litigation and administrative proceedings involving the
Company and its employees, higher than anticipated labor costs, the possible
fluctuation and volatility of the Company's operating results and financial
condition, adverse publicity and news coverage, inability to carry out
marketing and sales plans, loss of key executives, changes in interest rates,
inflationary factors, and other specific risks that may be alluded to in this
MD&A.
The Company developed a growth strategy for fiscal 1999 that focused on the
elimination of non-core technologies, enhancement of core strengths, and
increased sales and marketing efforts to bring the Company's products to new
applications and markets. In particular, Mitek determined to expand into new
markets by addressing the needs of new and different types of customers with
a variety of application specific solutions. Mitek also sought to broaden the
use of its products with current customers by identifying new and innovative
applications of its existing technology. The Company doubled its sales force
during the first quarter of fiscal 1999 that significantly contributed to the
strong sales performance in the quarter.
The Company believes that its results for the second quarter of fiscal 1999
ended March 31, 1999 are a continuation of the successful implementation of
that growth strategy. In the three months ending March 31, 1999, revenues
were $2,071,000, an increase of $589,000 or 40% over the $1,482,000 revenues
in the same period last year. Gross margin for the quarter ended March 31,
1999 was $1,741,000, an increase of $791,000 or 83% over the $950,000 gross
margin in the same period last year. The Company earned net income of
$334,000 or $0.03 per share for the second quarter of fiscal 1999, compared
with a net (loss) of ($187,000) or ($0.02) per share for the second quarter
of fiscal 1998, as previously reported. In the six months ending March 31,
1999, revenues were $4,281,000, an increase of $1,493,000 or 54% over the
$2,788,000 revenues in the same period last year. Gross margin for the six
months ended March 31, 1999 was $3,529,000, an increase of $1,770,000 or 101%
over the $1,759,000 gross margin in the same period last year. The Company
earned net income of $708,000 or $0.06 per share for the six month period
ending March 31, 1999, compared with a net (loss) of ($1,816,000) or ($0.16)
per share for the same period last year, as previously reported.
The Company continued to maintain its cash position in the second quarter of
fiscal 1999. At March 31, 1999 the Company had $1.9 million in cash and cash
equivalents as compared to $1.7 million on September 30, 1998. The Company
retained its $750,000 revolving and $250,000 equipment lines of credit. There
were no borrowings under the lines of credit as of March 31, 1999 or
September 30, 1998.
During the second quarter of fiscal 1999 Mitek announced a significant
relationship with International Business Machines (IBM). IBM will license the
CheckScript(TM) recognition engine from Mitek for use in IBM's ImagePlus
Intelligent Forms Processing Solution (IFP) for Windows NT. Mitek anticipates
IBM's first order of CheckScript in 1999. CheckScript is a registered
trademark of Parascript LLC.
<PAGE>
The company also announced during the second quarter of fiscal 1999 that it
completed a worldwide, perpetual, royalty-based license agreement with BSM,
Inc. Under this agreement, Mitek will exclusively license three of BSM's item
processing products for integration with Mitek's automated document
processing systems. The company anticipates revenue from this product to
begin in fiscal 1999.
The company also announced during the second quarter of fiscal 1999 that it
signed a co-marketing agreement with Optika Inc. to provide a forms
processing software solution specifically for financial services
applications. Mitek and Optika plan to offer a fully integrated version of
Mitek's automated forms processing solution to every customer who purchases
Optika eMedia(TM), the company's Web-based and fully integrated imaging,
workflow, COLD and document management solution. Optika eMedia customers can
elect to receive the Mitek forms processing solution free-of-charge for a
one-year trial period. After the initial year, end-users have the option to
purchase a license for the product from Mitek or one of its authorized
resellers.
The Company is pleased it experienced a growth in revenue and earnings in the
second quarter of fiscal 1999 while maintaining a positive cash position with
no borrowings against its lines of credit. The Company will continue to work
very closely with its customers to meet their needs and the needs of their
customers. The Company is looking for a continued upward trend in the third
quarter of fiscal 1999, with growth in most areas of the Company.
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:
Comparison of Three Months and Six Months Ended March 31, 1999 and 1998
NET SALES. Net sales for the three-month period ended March 31, 1999
were$2,071,000, compared to $1,482,000 for the same period in 1998, an
increase of $589,000, or 40%. . Net sales for the sixth month period ended
March 31, 1999 were $4,281,000, compared to $2,788,000 for the same period in
1998, an increase of $1,493,000 or 54%. The increase was primarily
attributable to penetrating target markets and successfully executing the
Company's growth plan.
GROSS MARGIN. Gross margin for the three-month period ended March 31,1999 was
$1,741,000, compared to $950,000 for the same period in 1998, an increase of
$791,000 or 83%. Stated as a percentage of net sales, gross margin increased
to 84% for the three-month period ended March 31, 1999 compared to 64% for
the same period in 1998. Gross margins for the six-month period ended March
31, 1999 were $3,529,000, compared to $1,759,000 for the same period in 1998,
an increase of $1,770,000 or 101%. Stated as a percentage of net sales, gross
margins increased to 82% for the sixth month period ended March 31, 1999,
compared to 63% for the same period in 1998. Goodwill and license
amortization charged to cost of sales was $51,000 (2% of net sales) for the
three months ended March 31, 1999 and $52,000 (4% of net sales) for the same
period in 1998. Goodwill and license amortization charged to cost of sales
was $101,000 (2% of net sales) for the six months ended March 31, 1999 and
$218,000 (8% of net sales) for the same period in 1998. The increase in gross
margin resulted primarily from increased sales, changes in product mix, and a
decrease in goodwill and license amortization charged to cost of sales. The
increase in gross margin stated as a percentage of sales resulted primarily
from product mix and decreased goodwill and license amortization charged to
cost of sales.
OPERATIONS. Operations expenses for the three-month period ended March 31, 1999
were $143,000, compared to $106,000 for the same period in 1998, an increase of
$37,000 or 35%. Stated as a percentage of net sales, operations expenses was 7%
for the three-month period ended March 31, 1999 and 1998. The increase in
expenses is primarily attributable to staff additions, while the continuity as a
percentage of net sales is primarily attributable to increased revenues.
Operations expenses for the six-month period ended March 31, 1999 were $269,000,
compared to $207,000 for the same period in 1998, an increase of $62,000 or 30%.
Stated as a percentage of net sales, operations expenses decreased to 6% for the
six-month period ended March 31, 1999, compared to 7% for the same period in
1998. The increase in expenses is primarily
<PAGE>
attributable to staff additions, while the decrease in the percentage of net
sales is primarily attributable to increased revenues.
GENERAL AND ADMINISTRATIVE. General and administrative expenses for the
three-month period ended March 31, 1999 were $390,000, compared to $321,000
for the same period in 1998, an increase of $69,000 or 21%. Stated as a
percentage of net sales, general and administrative expenses decreased to 19%
for the three month period ended March 31, 1999, compared to 22% for the same
period in 1998. The increases in expenses for the three months were primarily
attributable to costs associated with outside professional services, legal
fees and staff additions, while the decrease in the percentage of net sales
is primarily attributable to increased revenues. General and administrative
expenses for the six-month period ended March 31, 1999 were $897,000,
compared to $700,000 for the same period in 1998, an increase of $197,000 or
28%. Stated as a percentage of net sales, general and administrative expenses
decreased to 21% for the six-month period ended March 31, 1999, compared to
25% for the same period in 1998. The increases in expenses for the six months
were primarily attributable to costs associated with outside professional
services, legal fees and staff additions, while the decrease in the
percentage of net sales is primarily attributable to increased revenues.
RESEARCH AND DEVELOPMENT. Research and development expenses for the
three-month period ended March 31, 1999 were $278,000, compared to $312,000
for the same period in 1998, a decrease of $34,000 or 11%. The amounts for
the three months ended March 31, 1999 and 1998 do not include $32,000 and
$319,000, respectively, that was spent on research and development related
contract development and charged to cost of sales. Research and development
expenses before charges to cost of sales were $310,000 and $631,000 for the
three months ended March 31, 1999 and 1998, respectively. The decrease in
expenses is the result of engineering staff reductions and the elimination of
certain engineering projects. Stated as a percentage of net sales, research
and development expenses before charges to cost of goods sold decreased to
15% for the three-month period ended March 31, 1999, compared to 43% for the
same period in 1998. The decrease as a percentage of net sales for the
three-month period is primarily attributable to both the decrease in absolute
dollar expenditures as well as the increase in revenues. Research and
development expenses for the six-month period ended March 31, 1999 were
$573,000, compared to $765,000 for the same period in 1998, a decrease of
$192,000 or 25%. The amounts for the six months ended March 31, 1999 and 1998
do not include $56,000 and $506,000, respectively, that was spent on research
and development related contract development and charged to cost of sales.
Research and development expenses before charges to cost of sales were
$629,000 and $1,271,000 for the six months ended March 31, 1999 and 1998,
respectively. The decrease in expenses is the result of engineering staff
reductions and the elimination of certain engineering projects. Stated as a
percentage of net sales, research and development expenses before charges to
cost of goods sold decreased to 15% for the six-month period ended March 31,
1999, compared to 46% for the same period in 1998. The decrease as a
percentage of net sales for the six-month period is primarily attributable to
both the decrease in absolute dollar expenditures as well as the increase in
revenues.
SELLING AND MARKETING. Selling and marketing expenses for the three-month
period ended March 31, 1999 were $594,000, compared to $448,000 for the same
period in 1998, an increase of $146,000 or 33%. Stated as a percentage of net
sales, selling and marketing expenses decreased to 29% from 30% for the same
period in 1998. The increase in expenses is primarily attributable to the
addition of personnel and increased marketing efforts on certain products.
The decrease as a percentage of net sales is primarily attributable to the
increase in revenues. Selling and marketing expenses for the six-month period
ended March 31, 1999 were $1,089,000, compared to $987,000 for the same
period in 1998, an increase of $102,000 or 10%. Stated as a percentage of net
sales, selling and marketing expenses decreased to 25% from 35% for the same
period in 1998. The increase in expenses is primarily attributable to the
addition of personnel and increased marketing efforts on certain products.
The decrease as a percentage of net sales is primarily attributable to the
increase in revenues.
OTHER CHARGES. For the sixth month period ended March 31, 1998, other charges
totaling $689,000, consist of several non-recurring charges to operations.
The charges consist of the following components:
<PAGE>
- - GOODWILL IMPAIRMENT -In June, 1997 the Company purchased substantially all
of the assets of Technology Solutions, Inc., a software developer and
solution provider of document image processing systems. One of the key
employees of the Company, a former principle of Technology Solutions, Inc.,
opted to resign his employment. The unexpected departure, in the opinion of
management, would detrimentally impact the future cash flows of the
Company. The Company determined the fair value of the goodwill by
evaluating the expected future net cash flows (undiscounted and without
interest charges), in accordance with FAS121, ACCOUNTING FOR THE IMPAIRMENT
OF LONG-LIVED ASSETS AND FOR LONG-LIVEDASSETS TO BE DISPOSED OF. The
evaluation indicates the carrying value of the goodwill exceeded its fair
value, resulting in an impairment loss of $293,000. See Note 3.
- - LICENSE FEE IMPAIRMENT - In April, 1997 the Company entered into an
exclusive software licensing agreement with Parascript LLC. In December,
1997,Parascript notified the Company of its dissatisfaction with the
Company's progress in marketing the software affected by the license
agreement, along with assertion that the Company had committed material
breach of contract. The Company has strongly and vigorously denied the
claims. A proposed solution to the dispute by Parascript included
converting the Company's exclusive to a non-exclusive software license. In
addition, the Company over-estimated the availability and the performance
of the product and anticipated prices for the software affected by the
agreement. The adversarial condition of the relationship coupled with the
decreased expectations, in the opinion of management, will detrimentally
impact the future cash flows of the Company. The Company determined the
fair value of the goodwill represented by the license fee paid for the
exclusive license by evaluating the expected future net cash flows
(undiscounted and without interest charges), in accordance with FAS 121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF. The evaluation indicates the carrying value of
the goodwill exceeded the fair value, resulting in an impairment loss of
$196,000. The Company and Parascript reworked their licensing and cross
investment agreement in October 1998. See Note 4.
- - The Company has traditionally sold its QuickStrokes Application Programmer
Interface products with various acceleration hardware boards. Decreasing
prices coupled with the higher speeds of general hardware have rapidly
altered the market need for these acceleration boards. The largest customer
utilizing these acceleration boards has informed the Company of its intent
to discontinue the offering of these products in the domestic market. As a
result, the Company has recorded a reserve for inventory obsolescence in
the amount of $200,000 during the six-month period ended March 31, 1998.
INTEREST INCOME. Interest income for the three-month period ended March
31,1999 was $8,000, compared to interest income of $17,000 for the same
period in 1998, a decrease of $9,000 or 53%. Interest income for the
six-month period ended March 31, 1999 was $17,000, compared to interest
income of $38,000 for the same period in 1998, a decrease of $21,000 or 55%.
Interest income was generated from invested funds received from the secondary
public offering in the quarter ended December 31, 1996, combined with no bank
borrowings in the quarters ended March 31, 1999 and 1998. The decline in
interest income reflects the use of invested funds.
OTHER EXPENSES NET. Other expense-net for the six months ended March 31, 1998
results from reserves for an employee related lawsuit ($134,000) and certain
executive recruiting and relocations costs pursuant to an executive
employment agreement ($166,000).
LIQUIDITY AND CAPITAL
The Company has financed its cash needs primarily from increased profits in
the fourth quarter of fiscal 1998 and the first and second quarters of fiscal
1999, collection of accounts and notes receivable, and execution of
operations within budget.
Net cash provided by operating activities during the year ended March 31,
1999 was $140,000. The primary use of cash from operating activities was an
increase in accounts receivable of $367,000 and a decrease in accounts
payable and accrued expenses of $454,000. The primary source of cash from
operating activities was net income of $708,000 plus depreciation and
amortization of $160,000. Higher
<PAGE>
receivables resulted primarily from increased sales. The decrease in accounts
payable and accrued expenses resulted primarily from payment for litigation
settlements.
The Company's working capital and current ratio was $3,315,000 and 3.47 at
March 31, 1999, and $2,517,000 and 2.4 at September 30, 1998. At March 31,
1999, total liabilities to equity ratio was .34 to 1 compared to .43 to 1 at
September 30, 1998. As of March 31, 1999, total liabilities were less by
$454,000 than on September 30, 1998.
In June 1998, the Company obtained an increase in its working capital line of
credit from its bank from $400,000 to $750,000. The line of credit expires on
June 8, 1999 and interest is payable at prime plus 1.5 percentage points. In
addition, the Company obtained an equipment credit line in the amount of
$250,000 under similar terms and conditions. There were no borrowings under
the working capital or equipment lines of credit as of March 31, 1999 or
September 30, 1998. The Company believes that together with existing cash,
credit available under the credit lines, and cash generated from operations,
funds will be sufficient to finance its operations for the next twelve
months. All cash in excess of working capital requirements will be kept in
short term, investment grade securities.
YEAR 2000
Historically, most computer databases, as well as embedded microprocessors in
computer systems and industrial equipment, were designed with date data
fields which used only two digits of the year. Most computer programs,
computers, and embedded microprocessors controlling equipment were programmed
to assume that all two digit dates were preceded by "19", causing "00" to be
interpreted as the year 1900. This formerly common practice now could result
in a computer system or embedded microprocessor which fails to recognize
properly a year that begins with "20", rather than "19". This in turn could
result in computer system miscalculations or failures, as well as failures of
equipment controlled by date-sensitive microprocessors, and is generally
referred to as the "Year 2000 problem."
1. The Company's State of Year 2000 Readiness. In 1997 the Company began to
formulate a plan to address its year 2000 issues. The Company's Year 2000
plan now contemplates five phases: Awareness, Assessment, Remediation,
Testing, and Implementation.
Awareness involves ensuring that employees who deal with the Company's
computer assets, and all managers, executives and directors, understand the
nature of the Year 2000 problem and the adverse effects on the business
operations of the Company that would result from the failure to become and
remain Year 2000 ready. Assessment involves the identification and
inventorying of all computer assets of the Company (both information
technology systems and embedded microprocessors) and the determination as to
whether such assets will properly recognize a year that begins with "20",
rather than "19". Computer hardware, software and firmware, and embedded
microprocessors, that, among other things, properly recognize a year
beginning with "20" are said to be "Year 2000 ready". Remediation involves
the repair or replacement of computer assets that are not Year 2000 ready.
Testing involves the validation of the actions taken in the remediation
phase. Implementation is the installation and integration of remediated and
tested computer assets into an overall information technology and embedded
microprocessor system that is Year 2000 ready.
These phases have substantial overlap. The Company has completed Remediation
phases (4th Quarter 1998) and has commenced the Testing (2nd Quarter 1999)
and Implementation (3rd Quarter 1999) phases. The Company has assigned Noel
Flynn, Vice President of Operations/Customer Support, the responsibility for
overseeing the timely completion of each phase of the Company's Year 2000
plan.
The Company believes that all employees who deal with the Company's computer
assets, and all levels of the Company's management, appreciate the importance
of Year 2000 readiness and understand that achieving such readiness is
primarily a business problem, not merely a technology problem. The Company
has also communicated directly with its vendors of goods and services in an
attempt to assure that its key vendors are aware of the importance the
Company places on Year 2000 readiness.
<PAGE>
The Company began its assessment of its internal computer systems in 1997.
Computers and applications were identified, assessed and ranked for critical
importance to the operations of the Company. Since then, the Company has
modified and tested such applications and replaced the one system that was
not Year 2000 compliant. The Company currently plans to have addressed all
computer systems that are critical to its operations by May 1999.
The Company is in the process of completing its assessment of the potential
for Year 2000 problems with embedded microprocessors in its equipment, and
will have remedied all non-compliant equipment by May 1999.
The Company has mailed information concerning Year 2000 readiness to vendors
of goods and services. The Company is not presently dependent upon any single
source and supply for critical components or services for its products, and
believes it can acquire such products from a number of suppliers. The Company
expects to continue discussions with all of its vendors of goods and services
during 1999 to attempt to ensure the uninterrupted supply of such goods and
services and to develop contingency plans in the event of the failure of any
vendors to become and remain Year 2000 ready.
The Company currently estimates the total cost of completing all five phases
of its Year 2000 plan, will not exceed $85,000. This estimate is based on
currently available information and will be updated as the Company completes
its assessment.
2. The Risks of the Company's Year 2000 Issues. If any computer hardware,
software applications, or embedded microprocessors critical to the Company's
operations have been overlooked in the assessment or remediation phases, if
any of the Company's remediated or replaced internal computer systems fail
the testing phase, there could be a material adverse effect on the Company's
results of operations, liquidity and financial condition of a magnitude which
the Company has not yet fully analyzed.
In addition, the Company has not yet been assured that (1) the computer
systems of all of its "key" or "mission critical" vendors of goods and
services will be Year 2000 ready in a timely manner or that (2) the computer
systems of third parties with which the Company's computer systems exchange
data will be Year 2000 ready both in a timely manner and in a manner
compatible with continued data exchange with the Company's computer systems.
If the vendors of the Company's most important goods and services, or the
suppliers of the Company's necessary energy, telecommunications and
transportation needs, fail to provide the Company with (1) the materials and
services which are necessary to produce, distribute and sell its product, (2)
the electrical power and other utilities necessary to sustain its operations,
or (3) reliable means of transporting supplies to its customers, such failure
could have a material adverse effect on the results of operations, liquidity
and financial condition of the Company.
The Company's customers are primarily banks and financial institutions or
entities that provide financial services to those industries. The banking
industry has indicated it may experience severe problems associated with the
Year 2000 problem. Banks and other financial institutions are spending
significant capital resources to remedy their own Year 2000 issues. These
expenditures may reduce budgeted funds that would otherwise be available to
acquire new technologies and systems from the Company and other suppliers. To
the extent that those customers experience or continue to experience
significant capital costs for Year 2000 compliance, the demand for the
Company's products may be reduced because of budgetary constraints.
<PAGE>
PART II - OTHER INFORMATION
Item 4. On April 1, 1999, the Company solicited the written consent of
its stockholders to the amendment of the Mitek Systems, Inc. 1996
Stock Option Plan to increase the number of shares of common stock
available for issuance under the Plan. 5,056,395 shares were voted
in favor of the amendment, 254,147 shares were voted against the
amendment, and 5,003,596 shares were not voted.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: None
b. Reports on Form 8-K: None
On October 9, 1998 the Company reported the resignation of Elliott
Wassarman as a director and officer of the Company and the appointment
of John Thornton as President and Chief Executive Officer.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MITEK SYSTEMS, INC.
Date: May 13, 1999
--------------------------------------
John Thornton, Chairman, President and
Chief Executive Officer
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