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Stockholders' Equity | 6 Months Ended
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Mar. 31, 2020
Equity [Abstract] |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS’ EQUITY Stock-Based Compensation Expense The following table summarizes stock-based compensation expense related to RSUs, stock options, and ESPP shares, which was allocated as follows (amounts shown in thousands):
| Three Months Ended March 31, |  |  |  | Six Months Ended March 31, |  |
| 2020 |  | 2019 |  | 2020 |  | 2019
Cost of revenue | $ | 65 |  |  | $ | 56 |  |  | $ | 126 |  |  | $ | 100 |
Selling and marketing | 703 |  |  | 746 |  |  | 1,371 |  |  | 1,537 |
Research and development | 571 |  |  | 567 |  |  | 1,149 |  |  | 1,001 |
General and administrative | 969 |  |  | 984 |  |  | 1,965 |  |  | 2,385 |
Stock-based compensation expense included in expenses | $ | 2,308 |  |  | $ | 2,353 |  |  | $ | 4,611 |  |  | $ | 5,023 |
The fair value calculations for stock-based compensation awards to employees for the six months ended March 31, 2020 and 2019 were based on the following assumptions:
| Six Months Ended March 31, 2020 |  | Six Months Ended March 31, 2019
Risk-free interest rate | 1.35% |  | 2.88% – 3.08%
Expected life (years) | 5.78 |  | 5.46
Expected volatility | 48% |  | 57%
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, or 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, 2020, the Company had $22.2 million of unrecognized compensation expense related to outstanding stock options and RSUs expected to be recognized over a weighted-average period of approximately 2.7 years. 2020 Incentive Plan In January 2020, the Company’s board of directors (the “Board”) adopted the Mitek Systems, Inc. 2020 Incentive Plan (the “2020 Plan”) upon the recommendation of the compensation committee of the Board. On March 4, 2020, the Company’s stockholders approved the 2020 Plan. The total number of shares of Common Stock reserved for issuance under the 2020 Plan is 4,500,000 shares plus such number of shares, not to exceed 107,903, as remained available for issuance under the 2002 Stock Option Plan, 2006 Stock Option Plan, 2010 Stock Option Plan, and 2012 Incentive Plan (collectively, the “Prior Plans”) as of January 17, 2020, plus any shares underlying awards under the Prior Plans that are terminated, forfeited, cancelled, expire unexercised or are settled in cash after January 17, 2020. As of March 31, 2020, (i) 271,047 RSUs and 353,556 Performance RSUs were outstanding under the 2020 Plan, and 3,815,819 shares of Common Stock were reserved for future grants under the 2020 Plan and (ii) stock options to purchase an aggregate of 1,268,728 shares of Common Stock and 2,097,536 RSUs were outstanding under the Prior Plans. Employee Stock Purchase Plan In January 2018, the Board adopted the ESPP. On March 7, 2018, the Company’s stockholders approved the ESPP. The total number of shares of Common Stock reserved for issuance thereunder is 1,000,000 shares. As of March 31, 2020, (i) 275,593 shares have been issued to participants pursuant to the ESPP and (ii) 724,407 shares of Common Stock were reserved for future purchases under the ESPP. The Company commenced the initial offering period on April 2, 2018. The ESPP enables eligible employees to purchase shares of Common Stock at a discount from the market price through payroll deductions, subject to limitations. Eligible employees may elect to participate in the ESPP only during an open enrollment period. The offering period immediately follows the open enrollment window, at which time ESPP contributions are withheld from the participant's regular paycheck. The ESPP provides for a 15% discount on the market value of the stock at the lower of the grant date price (first day of the offering period) and the purchase date price (last day of the offering period). The Company recognized $0.1 million in stock-based compensation expense related to the ESPP in each of the three months ended March 31, 2020 and 2019. The Company recognized $0.2 million in stock-based compensation expense related to the ESPP in each of the six months ended March 31, 2020 and 2019. Director Restricted Stock Unit Plan In January 2011, the Board adopted the Mitek Systems, Inc. Director Restricted Stock Unit Plan, as amended and restated (the “Director Plan”). On March 10, 2017, the Company’s stockholders approved an amendment to the Director Plan. The total number of shares of Common Stock reserved for issuance thereunder is 1,500,000 shares. As of March 31, 2020, (i) 428,094 RSUs were outstanding under the Director Plan and (ii) 287,385 shares of Common Stock were reserved for future grants under the Director Plan. Stock Options The following table summarizes stock option activity under the Company’s equity plans during the six months ended March 31, 2020:
| Number of Shares |  | Weighted-Average Exercise Price |  | Weighted-Average Remaining Contractual Term (in Years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding at September 30, 2019 | 1,686,902 |  |  | $ | 7.00 |  |  | 5.4 |  | $ | 4,882 |
Granted | 92,610 |  |  | $ | 9.49 |  |  |  |  |
Exercised | (184,849) |  |  | $ | 3.49 |  |  |  |  |
Canceled | (16,146) |  |  | $ | 10.40 |  |  |  |  |
Outstanding at March 31, 2020 | 1,578,517 |  |  | $ | 7.52 |  |  | 5.3 |  | $ | 2,557 |
Vested and Expected to Vest at March 31, 2020 | 1,578,517 |  |  | $ | 7.52 |  |  | 5.3 |  | $ | 2,557 |
Exercisable at March 31, 2020 | 1,124,765 |  |  | $ | 6.76 |  |  | 3.9 |  | $ | 2,545 |
The Company recognized $0.2 million in stock-based compensation expense related to outstanding stock options in each of the three months ended March 31, 2020 and 2019. The Company recognized $0.3 million and $0.4 million in stock-based compensation expense related to outstanding stock options in the six months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, the Company had $2.0 million of unrecognized compensation expense related to outstanding stock options expected to be recognized over a weighted-average period of approximately 2.9 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 and exercisable. The total intrinsic value of options exercised during the six months ended March 31, 2020 and 2019 was $1.0 million and $4.8 million, respectively. The per-share weighted-average fair value of options granted during the six months ended March 31, 2020 and 2019 was $4.32 and $5.08, respectively. Restricted Stock Units The following table summarizes RSU activity under the Company’s equity plans during the six months ended March 31, 2020:
| Number of Shares |  | Weighted-Average Fair Market Value Per Share
Outstanding at September 30, 2019 | 2,352,487 |  |  | $ | 8.26 |
Granted | 1,317,057 |  |  | $ | 7.16 |
Settled | (585,782) |  |  | $ | 7.57 |
Canceled | (204,189) |  |  | $ | 8.41 |
Outstanding at March 31, 2020 | 2,879,573 |  |  | $ | 7.89 |
The cost of RSUs is determined using the fair value of Common Stock on the award date, and the compensation expense is recognized ratably over the vesting period. The Company recognized $1.7 million and $1.6 million in stock-based compensation expense related to outstanding RSUs in the three months ended March 31, 2020 and 2019, respectively. The Company recognized $3.4 million and $3.7 million in stock-based compensation expense related to outstanding RSUs in the six months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, the Company had $16.9 million of unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of approximately 2.8 years. Performance Restricted Stock Units The following table summarizes Performance RSU activity under the Company’s equity plans during the six months ended March 31, 2020:
| Number of Shares |  | Weighted-Average Fair Market Value Per Share
Outstanding at September 30, 2019 | 1,722,551 |  |  | $ | 7.76 |
Granted | 353,556 |  |  | $ | 6.06 |
Settled | — |  |  | $ | — |
Canceled | (1,722,551) |  |  | $ | 7.76 |
Outstanding at March 31, 2020 | 353,556 |  |  | $ | 6.06 |
The Company recognized $0.1 million and $0.3 million in stock-based compensation expense related to outstanding Performance RSUs in the three months ended March 31, 2020 and 2019, respectively. The Company recognized $0.3 million and $0.5 million in stock-based compensation expense related to outstanding Performance RSUs in the six months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, the Company had $1.9 million of unrecognized compensation expense related to outstanding RSUs expected to be recognized over a weighted-average period of approximately 2.7 years. Performance Options On November 6, 2018, as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4), the Company’s Chief Executive Officer was granted performance options (the “Performance Options”) to purchase up to 800,000 shares of Common Stock at an exercise price of $9.50 per share, the closing market price for a share of Common Stock on the date of the grant. As long as he remains employed by the Company, such Performance Options shall vest upon the closing market price of Common Stock achieving certain predetermined levels and his serving as the Chief Executive Officer of the Company for at least 3.0 years. In the event of a change of control of the Company, all of the unvested Performance Options will vest if the per share price payable to the stockholders of the Company in connection with the Change of Control is an amount reaching those certain predetermined levels required for the Performance Options to otherwise vest. The Company recognized $0.2 million in stock-based compensation expense related to outstanding Performance Options in each of the three months ended March 31, 2020 and 2019. The Company recognized $0.4 million and $0.3 million in stock-based compensation expense related to outstanding Performance Options in the six months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, the Company had $1.3 million of unrecognized compensation expense related to outstanding Performance Options expected to be recognized over a weighted-average period of approximately 1.6 years. Share Repurchase Program On December 13, 2019, the Board authorized and approved a share repurchase program for up to $10 million of the currently outstanding shares of the Company’s Common Stock. The share repurchase program will expire December 16, 2020. The purchases under the share repurchase program may be made from time to time in the open market, through block trades, 10b5-1 trading plans, privately negotiated transactions or otherwise, in each case, in accordance with applicable laws, rules, and regulations. The timing and actual number of the shares repurchased will depend on a variety of factors including price, market conditions, and corporate and regulatory requirements. The Company intends to fund the share repurchases from cash on hand. The share repurchase program does not commit the Company to repurchase shares of its Common Stock and it may be amended, suspended, or discontinued at any time. The Company made purchases of $1.0 million, or approximately 137,000 shares, during the three months ended March 31, 2020 at an average price of $7.33 per share. Total purchases made under the share repurchase program were $1.0 million as of March 31, 2020. Rights Agreement On October 23, 2018, the Company entered into the Section 382 Rights Agreement (the “Rights Agreement”) and issued a dividend of one preferred share purchase right (a “Right”) for each share of Common Stock payable on November 2, 2018 to the stockholders of record of such shares on that date. Each Right entitles the registered holder, under certain circumstances, to purchase from the Company one one-thousandth of a share of Series B Junior Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a price of $35.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement. The Rights are not exercisable until the Distribution Date (as defined in the Rights Agreement). Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. At any time prior to the time any person becomes an Acquiring Person (as defined in the Rights Agreement), the Board may redeem the Rights in whole, but not in part, at a price of $0.0001 per Right (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights will expire on the earlier of (i) the close of business on October 22, 2021, (ii) the time at which the Rights are redeemed, and (iii) the time at which the Rights are exchanged. On February 28, 2019, the Company entered into an Amendment No. 1 to the Rights Agreement for the purpose of (i) modifying the definitions of “Beneficial Owner,” “Beneficially Own,” and “Beneficial Ownership” under the Rights Agreement to more closely align such definitions to the actual and constructive ownership rules under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”) or such similar provisions of the Tax Cuts and Jobs Act of 2017 and the rules and regulations promulgated thereunder, and (ii) adding an exemption request process for persons to seek an exemption from becoming an “Acquiring Person” under the Rights Agreement in the event such person wishes to acquire 4.9% or more of the Common Stock then outstanding.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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