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Stockholders' Equity
6 Months Ended
Mar. 31, 2013
Stockholders' Equity [Abstract]  
STOCKHOLDERS' EQUITY

4. STOCKHOLDERS’ EQUITY

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to stock options and restricted stock unit awards, which was allocated as follows:

 

                                 
    Three Months Ended
March 31,
    Six Months Ended
March 31,
 
    2013     2012     2013     2012  

Sales and marketing

  $ 98,651     $ 111,178     $ 175,303     $ 180,741  

Research and development

    162,481       176,607       286,060       283,826  

General and administrative

    442,467       363,402       898,770       688,317  
   

 

 

   

 

 

   

 

 

   

 

 

 

Stock-based compensation expense included in operating expenses

  $ 703,599     $ 651,187     $ 1,360,133     $ 1,152,884  
   

 

 

   

 

 

   

 

 

   

 

 

 

The fair value calculations for stock-based compensation awards to employees for the six months ended March 31, 2013 and 2012 were based on the following assumptions:

 

         
    Six Months Ended
March 31, 2013
  Six Months Ended
March 31, 2012

Risk-free interest rate

  0.18 – 0.81%   0.35 – 1.06%

Expected life (years)

  4.98   4.69

Expected volatility

  167%   90%

Expected dividends

  None   None

The expected life of options granted is derived using assumed exercise rates based on historical exercise patterns and vesting terms and represents the period of time that options granted are expected to be outstanding. Expected stock price volatility is based upon implied volatility and other factors, including historical volatility. After assessing all available information on either historical volatility, implied volatility, or both, the Company concluded that a combination of both historical and implied volatility provides the best estimate of expected volatility.

 

As of March 31, 2013, the Company had $7,826,302 of unrecognized compensation expense related to outstanding stock options and restricted stock units expected to be recognized over a weighted average period of approximately 3.2 years.

Stock Options

The following table summarizes stock option activity under the Company’s stock option plans for the six months ended March 31, 2013:

 

                         
    Number of
Shares
    Weighted Average
Exercise Price
    Weighted Average
Remaining
Contractual Term
(in Years)
 

Outstanding, September 30, 2012

    3,512,286     $     3.39       6.46  

Granted

    441,563     $ 2.68          

Exercised

    (1,091,613   $ 0.90          

Cancelled

    (189,478   $ 7.03          
   

 

 

                 

Outstanding, March 31, 2013

    2,672,758     $ 4.03       7.62  
   

 

 

                 

The following table summarizes significant ranges of outstanding and exercisable options as of March 31, 2013:

 

                                                 

Range of Exercise Prices

  Number of
Options
Outstanding
    Weighted
Average
Remaining
Contractual Life
(in Years)
    Weighted
Average
Exercise Price
    Number of
Exercisable
Options
    Weighted
Average
Exercise Price of
Exercisable
Options
    Number of
Unvested
Options
 

$0.09 – $ 0.79

    413,491       6.77     $ 0.74       413,491     $ 0.74       —    

$0.80 – $ 1.95

    365,014       2.98     $ 0.94       362,651     $ 0.94       2,363  

$2.34 – $ 2.60

    805,752       8.34     $ 2.51       236,430     $ 2.60       569,322  

$3.33 – $ 9.97

    760,751       8.99     $ 5.86       127,827     $ 9.07       632,924  

$11.05 – $ 11.68

    327,750       8.88     $ 11.08       102,845     $ 11.08       224,905  
   

 

 

                   

 

 

           

 

 

 
      2,672,758       7.62     $ 4.03       1,243,244     $ 2.86       1,429,514  
   

 

 

                   

 

 

           

 

 

 

The Company recognized $503,242 and $983,618, respectively, in stock-based compensation expense related to the outstanding stock options in the three and six months ended March 31, 2013. During the three and six months ended March 31, 2012, the Company recognized $513,333 and $938,169, respectively, in stock-based compensation related to outstanding stock options. As of March 31, 2013, the Company had $5,358,264 of unrecognized compensation expense related to outstanding stock options expected to be recognized over a weighted-average period of approximately 3.0 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 the weighted average exercise price, multiplied by the number of options outstanding or exercisable. The total intrinsic value of options exercised during the six months ended March 31, 2013 and 2012 was $3,769,654 and $13,064,815, respectively. As of March 31, 2013, there were 2,672,758 options outstanding with a weighted average remaining contractual term, weighted average exercise price and aggregate intrinsic value of 7.62 years, $4.03 and $5,087,198, respectively. As of March 31, 2012, there were 3,907,535 options outstanding with a weighted average remaining contractual term, weighted average exercise price and aggregate intrinsic value of 6.83 years, $3.23 and $32,597,442, respectively.

2012 Incentive Plan

In January 2012, the Company’s board of directors adopted the Mitek Systems, Inc. 2012 Incentive Plan (the “2012 Plan”), upon the recommendation of the compensation committee of the board of directors. The total number of shares of the Company’s common stock reserved for issuance under the 2012 Plan is 2,000,000 shares, plus that number of shares of the Company’s common stock that would otherwise return to the available pool of unissued shares reserved for awards under the Company’s 1999 Stock Option Plan, 2000 Stock Option Plan, 2002 Stock Option Plan, 2006 Stock Option Plan and 2010 Stock Option Plan (collectively, the “Prior Plans”). There were no awards granted under the Prior Plans after the approval of the 2012 Plan by the Company’s stockholders on February 22, 2012. Stock options granted under the Prior Plans that were outstanding at such date remain in effect until such options are exercised or expire.

 

The 2012 Plan authorizes the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and cash awards. Stock options granted under the 2012 Plan may be either options intended to constitute incentive stock options or nonqualified stock options, in each case as determined by the compensation committee of the board of directors in accordance with the terms of the 2012 Plan. As of March 31, 2013, stock options to purchase 1,040,813 shares of the Company’s common stock and 205,004 restricted stock units were outstanding under the 2012 Plan, and 977,983 shares of the Company’s common stock were reserved for future grants.

The following table summarizes the number of stock options outstanding under the Prior Plans as of March 31, 2013:

 

         

2000 Stock Option Plan

    216,392  

2002 Stock Option Plan

    230,419  

2006 Stock Option Plan

    49,000  

2010 Stock Option Plan

    1,136,134  
   

 

 

 

Total stock options outstanding under the Prior Plans

    1,631,945  
   

 

 

 

In May 2003, the President and Chief Executive Officer of the Company was granted an option to purchase up to 400,000 shares of the Company’s common stock in connection with his appointment as President and Chief Executive Officer. This grant was made without stockholder approval as an inducement award pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules. The Company filed a registration statement on Form S-8 with the Securities and Exchange Commission registering the shares subject to the grant on December 15, 2011.

Restricted Stock Units

The following table summarizes restricted stock unit activity under the Company’s equity plans during the six months ended March 31, 2013:

 

                 
    Number of
Shares
    Weighted Average
Fair Market Value
Per Share
 

Outstanding, September 30, 2012

    515,834     $ 6.30  

Granted

    215,000     $ 2.69  

Settled

    (25,829   $     11.05  

Cancelled

    (25,001   $ 11.05  
   

 

 

         

Outstanding, March 31, 2013

    680,004     $ 4.81  
   

 

 

         

The cost of the restricted stock units is determined using the fair value of the Company’s common stock on the award date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $200,357 and $376,515, respectively, in stock-based compensation expense related to the outstanding restricted stock units in the three and six months ended March 31, 2013. During the three and six months ended March 31, 2012, the Company recognized $137,854 and $214,715, respectively, in stock-based compensation related to outstanding restricted stock units. As of March 31, 2013, the Company had $2,468,039 of unrecognized compensation expense related to outstanding restricted stock units expected to be recognized over a weighted-average period of approximately 3.5 years.