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Haivision Systems Inc. — Management Reports 2026
Jan 21, 2026
47984_rns_2026-01-20_0ae7d459-5e49-4f98-a468-c318aa85caaa.pdf
Management Reports
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HAIVISION
HAIVISION SYSTEMS INC.
Management's Discussion and Analysis
For the Three Months and Full Year
Ended October 31, 2025
Dated: January 14, 2026
TABLE OF CONTENTS
Management’s Discussion and Analysis...1
Basis of Presentation...1
Caution Regarding Forward-Looking Statements...1
Non-IFRS Measures...3
Business Overview...4
Financial and Operational Highlights...5
Factors Affecting the Company’s Performance...7
Key Components of Results of Operations...8
Selected Information and Reconciliation of Non-IFRS Measures...10
Discussion of Operations...12
Summary of Quarterly Results...17
Financial Condition, Liquidity and Capital Resources...19
Financial Instruments and Other Instruments...21
Off-Balance Sheet Arrangements...23
Related Party Transaction...23
Risk Factors...24
Critical Accounting Policies and Estimates...24
Outstanding Share Data...25
Disclosure Controls and Procedures and internal controls over financial reporting...26
Legal Proceedings and Regulatory Actions...27
Further Information...27
MANAGEMENT'S DISCUSSION AND ANALYSIS
This management's discussion and analysis (this "MD&A") provides a review of the financial condition and results of operations of Haivision Systems Inc. ("Haivision") on a consolidated basis for the three months and full year ended October 31, 2025. In this MD&A, where the context so requires, references to the "Company", "Haivision", "we", "us", "our" or similar expressions refer to Haivision Systems Inc. together with our subsidiaries, on a consolidated basis, and references to "Fiscal 2025", "Fiscal 2024" and "Fiscal 2023" are to the fiscal years ended October 31, 2025, October 31, 2024 and October 31, 2023, respectively.
This MD&A should be read in conjunction with the information contained in the Company's audited consolidated financial statements and related notes for Fiscal 2025 (the "2025 Annual Financial Statements"), the Company's annual information form for Fiscal 2025 (the "2025 Annual Information Form") and together with this MD&A and the 2025 Annual Financial Statements, (the "2025 Annual Reports"). These documents and additional information regarding the business of the Company are available under our profile on the System for Electronic Document Analysis and Retrieval ("SEDAR+") at www.sedarplus.ca. This MD&A reflects information available to the Company as at January 14, 2026.
BASIS OF PRESENTATION
For reporting purposes, we prepared our 2025 Annual Financial Statements in accordance with International Financial Reporting Standards - Accounting Standards ("IFRS® Accounting Standards"). The financial information contained in the MD&A was derived from the 2025 Annual Financial Statements. Unless otherwise indicated, all references to “$” are to Canadian dollars and all references to “US$” are to U.S. dollars. Figures in tables are presented in thousands of Canadian dollars, except share and per share amounts or as otherwise indicated. Unless otherwise indicated, all references to a specific “note” refer to the notes to the 2025 Annual Financial Statements. Certain totals, subtotals and percentages throughout this MD&A may not reconcile due to rounding.
Given that our headquarters are in Canada, we have a large Canadian workforce. We have a long operating history in Canada. We have decided to report our consolidated financial results in Canadian dollars notwithstanding that our primary functional currency is the U.S. dollar. We currently hedge our exposure to fluctuations in U.S. dollar to minimize the impact of foreign exchange rate gains or losses.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This MD&A contains "forward-looking statements" and "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. In some cases, these forward-looking statements can be identified by words or phrases such as "forecast", "target", "goal", "may", "might", "will", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek", "believe", "predict", or "likely", or the negative of these terms, or other similar expressions intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and assumptions about future events and financial trends that we believe might affect our financial condition, results of operations, business strategy and financial needs, including expectations
and assumptions concerning: our ability to source components for the manufacture of products; our ability to capitalize on growth opportunities and implement our growth strategy; our ability to retain key personnel; our ability to maintain existing customer relationships and to continue to expand our customers' use of our products and solutions; our ability to acquire new customers; our ability to enhance our offerings to remain at the forefront of our industry; the impact of competition; the successful integration of recent and future acquisitions; the absence of material adverse changes in our business, our industry or the global economy; and that the risks and uncertainties described under "Risk Factors" will not materialize.
Forward-looking statements in this MD&A include, among other things, statements relating to our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, plans, and objectives. Particularly, statements regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate are forward-looking statements.
Forward-looking statements are based on certain assumptions and analyses made by us considering our experience and perception of historical trends, current conditions and expected future developments and other factors we believe to be appropriate and are subject to risks and uncertainties. Although we believe that the assumptions underlying these statements are reasonable, they may prove to be incorrect and there can be no assurance that actual results will be consistent with these forward-looking statements. Given these risks, uncertainties and assumptions, readers should not place undue reliance on these forward-looking statements. Whether actual results, performance or achievements will conform to our expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under "Risks Factors" in this MD&A and in the 2025 Annual Information Form, as well as those risk factors presented elsewhere in the 2025 Annual Reports and in other filings that we have made and may make in the future with applicable securities authorities, which factors should not be considered exhaustive and should be read together with the other cautionary statements in this MD&A. If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking statements prove incorrect, actual results might vary materially from those anticipated in those forward-looking statements.
Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution readers that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this MD&A. In addition, even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this MD&A, those results or developments may not be indicative of results or developments in subsequent periods.
Any forward-looking statement that is made in this MD&A speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.
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NON-IFRS MEASURES
This MD&A refers to certain non-IFRS financial measures, non-IFRS ratios and other specified financial measures (collectively, "non-IFRS measures"), which are defined below and are cross-referenced, as applicable, to a reconciliation contained within this MD&A to the most comparable IFRS Accounting Standards measure. These non-IFRS measures are not recognized measures under IFRS Accounting Standards and do not have a standardized meaning prescribed by IFRS Accounting Standards and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these non-IFRS measures are provided as additional information to complement those IFRS Accounting Standards measures by providing further understanding of our results of operations from management's perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS Accounting Standards.
We use non-IFRS measures to provide investors with supplemental measures of operating performance and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS Accounting Standards measures. We also believe that securities analysts, investors, and other interested parties in the technology industry frequently use non-IFRS measures in the evaluation of issuers. Our management also uses these non-IFRS measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.
Adjusted EBITDA
We define Adjusted EBITDA as EBITDA adjusted for share-based compensation and non-recurring expense items as set out in the table under "Selected Information and Reconciliation of Non-IFRS Measures", which includes a reconciliation of Adjusted EBITDA to operating profit (loss). Adjusted EBITDA is a non-IFRS financial measure. Non-recurring expense items are transactions or events which management believes will not re-occur in the foreseeable future. We believe Adjusted EBITDA is a useful measure for investors and our management to understand our ability to generate operating cash flow by excluding from the calculation these non-cash amounts and cash amounts that are not indicative of the recurring performance of our underlying operations.
Adjusted EBITDA Margin
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. Adjusted EBITDA Margin is a non-IFRS ratio. See the table under "Selected Information and Reconciliation of Non-IFRS Measures". We believe Adjusted EBITDA Margin is a useful measure for investors and our management to assess our progress in deriving synergies, operational efficiency, and operating leverage as we scale our operations.
EBITDA
We define EBITDA as earnings (loss) before income taxes, depreciation, amortization, and financial expenses. EBITDA is a non-IFRS financial measure. See the table under "Selected Information and Reconciliation of Non-IFRS Measures" for a reconciliation of EBITDA to operating profit (loss). We believe EBITDA is a useful measure for investors and our management to understand our ability to generate operating cash flow by excluding from the
calculation the effects of expenses that are not indicative of the performance of our underlying operations.
Gross Margin
We define Gross Margin as gross profit divided by revenue. Gross Margin is a non-IFRS ratio. See the table under "Selected Information and Reconciliation of Non-IFRS Measures". We believe Gross Margin is a useful measure for investors and our management to assess the impact of customer pricing, the impact of supply chain constraints and production costs, and the impact that a changing mix of products or services might have on our overall profitability.
Total Expenses less Share-based compensation, Depreciation, Amortization, and Non-Recurring expenses
We believe Total Expenses less Share-based compensation, Depreciation, Amortization, and Non-recurring expenses is a useful measure for investors and management to assess the cost of operations independent from the non-cash accounting treatment of share-based payments and expenses related to the depreciation of assets or the amortization of intangible assets, and expenses management believes will not re-occur in the foreseeable future. Total Expenses less Share-based compensation, Depreciation, Amortization, and Non-recurring expenses is a non-IFRS financial measure. See the table under "Discussion of Operations - Three Months and Full Year ended October 31, 2025 - Expenses" for the calculation of Total Expenses less Share-based payments, Depreciation, Amortization, and Non-recurring expenses.
Total Expenses less Share-based payments, Depreciation, Amortization, and non-recurring expenses as a percent of Revenue
We believe Total Expenses less Share-based compensation, Depreciation, Amortization, and Non-recurring expenses as a percent of Revenue is a useful measure for investors and management to assess the cost of operations independent from the non-cash accounting treatment of share-based compensation, expenses related to the depreciation of assets or the amortization of intangibles, and expenses management believes will not re-occur in the foreseeable future. Total Expenses less Share-based compensation, Depreciation, Amortization, and Non-recurring expenses as a percent of Revenue is a non-IFRS ratio. See the table under "Discussion of Operations - Three Months and Full Year ended October 31, 2025 - Expenses" for the calculation of Total Expenses less Share-based compensation, Depreciation, Amortization, and Non-recurring expenses as a percent of Revenue.
BUSINESS OVERVIEW
We offer infrastructure solutions for the video networking and streaming market, servicing broadcasters, enterprises, and governments around the world. Our solutions allow top organizations to deliver visual content quickly, securely, and in real-time. By using our solutions, our customers can improve efficiency by having access to high quality video from anywhere, allowing them to use distributed resources more effectively, reduce the need for travel and on location resources, and facilitate collaboration on complex tasks.
We generate revenue primarily from the sale of our solutions, which are sold separately or part of integrated systems, consisting of hardware, software, and services. Our hardware
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is sold largely as a one-time sale. Our software solutions are generally sold as perpetual licenses. Our hardware and software are often supplemented by a stream of maintenance and support revenue. Given the nature of our implementations, much of our revenue include a combination of recurring revenue, multi-year deployment programs and maintenance and support contracts, providing us with strong revenue visibility. This results in a relatively smooth revenue curve with good visibility into near-term revenue performance. We typically enter into purchase agreements with our customers, with pricing based on list prices less a discount. Our goal is to continue to grow revenue from our existing customer base as well as adding new customers and end clients.
To continue to grow our business and to achieve our goals, we have identified the following key strategic priorities: (i) Introduce compelling products; (ii) Drive strategic alliances; (iii) Increase share of customer's network footprint; (iv) Leverage SaaS cloud-native video workflows to drive recurring revenue; (v) Derive synergies from past acquisitions; and (vi) Selectively pursue acquisitions.
FINANCIAL AND OPERATIONAL HIGHLIGHTS
Financial Highlights for the Three Months and Full Year ended October 31, 2025
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Revenue for the three months ended October 31, 2025 was $40.2 million, an increase of $10.1 million from the comparative prior period, a convincing result considering the recent transformation from integrator to manufacturer in the control room market and the resulting decrease in sales of third-party components as part of those solutions. Revenue for the full year ended October 31, 2025 was $137.6 million, an increase of $8.1 million from the comparative prior period. Delays in the approval of a U.S. federal spending bill impacted certain procurement processes in the comparative period Fiscal 2024, and the faster than anticipated transition away from a system integrator impacted year-over-year comparisons.
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Gross Margins for the three months ended October 31, 2025 were 73.0%, on par with the comparative prior period. Gross Margins for the full year ended October 31, 2025 were 72.5% compared to 73.1% for the comparative prior period. See "Non-IFRS Measures – Gross Margins."
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Total expenses for the three months ended October 31, 2025 were $25.4 million, an increase of $3.7 million from the comparative prior period. The increase was largely related to a year-over-year increase in compensation-related expenses. Total expenses for the full year ended October 31, 2025 were $101.0 million, an increase of $11.8 million from the comparative period. The year-over-year increase is largely related to $8.5 million in increased compensation expenses, $2.1 million related to the weaker Canadian dollar when compared to the US dollar and the Euro; $1.7 million related to non-recurring legal settlement.
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For the three months ended October 31, 2025, the operating profit was $3.9 million, compared to $0.2 million for the comparative prior period. The $3.7 million increase is largely related to the year-over-year increase in revenue and resulting gross profits, which was partially offset by the increase in expenses. See "Non-IFRS Measured – Gross Margins."
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For the full year ended October 31, 2025, the operating loss was $1.2 million, compared to operating profit of $5.5 million in the comparative prior period. The $6.7 million decline on operating income is the result of the year-over-year increase in revenue, resulting in a $5.1 million increase in gross profit, which was offset by the $11.8 million increase in expenses, which was the result of the non-recurring legal settlement in the Vitec litigation, the impact of the weaker Canadian dollar as well as year-over-year increases in compensation-related expenses.
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Adjusted EBITDA for the three months ended October 31, 2025 was $7.1 million compared to $2.9 million for the comparative prior period. Adjusted EBITDA Margins for the three months ended October 31, 2025 were 17.6% compared to 9.8% for the comparative prior period. Adjusted EBITDA for the full year ended October 31, 2025 was $12.8 million compared to $17.3 million for the comparative prior period. Adjusted EBITDA Margins for the full year ended October 31, 2025 were 9.3% compared to 13.4% for the comparative prior period. See “Non-IFRS Measures - Adjusted EBITDA and Adjusted EBITDA Margins”.
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For the three months ended October 31, 2025, net income was $3.4 million, compared to net income of $2.1 million for the comparative prior period. The $1.3 million increase in net income is largely related to the $7.3 million increase in gross profits; offset by the increase in total expenses of $3.7 million. For the full year ended October 31, 2025, net income was $0.1 million, compared to net income of $4.7 million for the comparative prior period. The $4.6 million decrease in net income is largely related to the $8.1 million increase in total expenses; partially offset by the $5.7 million increase in gross profit related to the year-over-year increase in revenue; and the decrease in income taxes of $2.0 million.
Other Operational Highlights
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Haivision & France Télévisions Push the Boundaries of Private 5G for Live Production with IBC2025 Accelerator Media Innovation Program.
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Haivision Command 360 Video Wall Solution Now Listed on the US Department of Veterans Affairs TRM.
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Haivision wins NAB Product of the Year 2025 and Best In Show for IBC 2025 for the Falkon X2 video transmitter.
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Haivision announced the new Kraken X1 Rugged which unleashes uncompromising power and AI-driven intelligence for us in tough operational environments.
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Haivision unveils Falkon X2: Pushing the Boundaries of 5G Video Transmission for Live Broadcasting.
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Haivision releases sixth annual broadcast transformation report, showcasing key industry shifts and emerging technologies.
- Haivision wins ISE Best in Show award for Haivision Command 360 video wall solutions for operations centers.
- Awarded the IBC Innovation Award for its live video contribution solutions over private 5G networks at the games in Paris.
- Haivision joins consortium with Airbus Defense and Space to develop new technologies for rapid, secure, and reliable communications.
Haivision MCS awarded US$61.2 million (CAD$82 million) production agreement by U.S. Navy for next-generation combat visualization and video distribution systems.
FACTORS AFFECTING THE COMPANY'S PERFORMANCE
We believe that the growth and future success of our business depends on many factors, including those described below. While each of these factors presents significant opportunities for our business, they also pose important challenges, some of which are discussed below. See "Risk Factors".
Market Adoption of our Products
We believe that video workflows will become an increasingly important part of our customer's infrastructure. We believe that there is significant potential to increase the penetration of our total addressable market and attract new customers. We plan to further invest in our products and services to expand our customer base as well as continue to invest in marketing strategies tailored to drive market adoption and attract new businesses to our solutions, both in our existing geographies and in new markets around the world. Our operations may fluctuate as we make these investments.
Upselling Existing Customers
Our existing customers represent a significant opportunity to cross-sell and up-sell products and services with little incremental marketing expense. Our customer may initially deploy our solutions for a specific use case. Once they realize the functionality and benefits of our products, they may expand the number of use cases for our products. We plan to continue to invest in products development and in sales and marketing to add more solutions to our portfolio of products and to increase the usage and awareness of our solutions.
Scaling our Sales and Marketing Team
We believe the global demand for our products and services will continue to increase. Accordingly, we believe there is an opportunity to grow our business in North America and internationally. We have invested and intend to continue to invest meaningfully in expanding our sales force and consequently, our headcount may increase from these investments.
Ability to Integrate Acquired Companies
We have successfully acquired and integrated several companies in our history, and we intend to augment our organic growth with strategic and tactical acquisitions. We are of the
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view that the ability to realize synergies and integrate management teams, technologies, and employees is critical to our future growth.
Foreign Currency
Currency exchange rate fluctuations affect our results of operations because our functional currency is primarily the U.S. dollar, and our presentation currency is the Canadian dollar. We receive a significant amount of our revenue and a significant portion of our product costs and operating costs in U.S. dollars. Our results of operations are converted from each entity's local functional currency to Canadian dollars using the average foreign exchange rates for each period. As a result, our results of operations are particularly impacted by fluctuations in the value of the Canadian dollar relative to the U.S. dollar and the value of the Canadian dollar relative to the Euro, which we have begun to mitigate with foreign currency contracts.
For a discussion on exchange rate fluctuations and their potential negative effect on our results of operations see "Risk Factors – Risks Related to our Business – Our financial results may be adversely affected by fluctuations in exchange rates, principally in the value of the Canadian dollar versus the U.S. dollar" in the 2025 Annual Information Form.
Scientific Research and Experimental Development Credits
We claim Canadian federal, and Quebec refundable investment tax credits based upon qualifying scientific research and experimental development expenditures ("SR&ED"). As a public issuer, we are no longer eligible for refundable Canadian federal SR&ED credits. However, we are still eligible for non-refundable Canadian federal SR&ED credits which may be applied to reduce future income taxes payable, and we also remain eligible to claim refundable SR&ED credits for Quebec income tax purposes, albeit at a lower rate than before becoming public.
We also claim research and development credits in the U.S. and in France.
KEY COMPONENTS OF RESULTS OF OPERATIONS
Revenue
We deliver solutions for encoding, streaming, recording, managing, distributing, and displaying secure IP video and interactive media within broadcast, enterprises and defense. We offer an extensive product range as part of our end-to-end solution offerings. We offer these solutions to our end-clients through a combination of our direct sales force, supplemented by intermediary channel partners (i.e., fulfillment partners, resellers, systems integrators, and original equipment manufacturers).
Revenue for hardware sales and perpetual software licenses is recognized at a point in time, being when the buyer takes control of the asset or the Company has objective evidence that all criteria for acceptance have been satisfied. We also provide cloud-based solutions which are recognized over the term of their respective agreements. We also sell installation, maintenance, and support programs as an after-sales service. Revenue related to services are generally recognized when systems are installed or configured, and revenue related to maintenance and support programs is recognized over the term of the program. Since cloud-
based services and maintenance and support programs are contracted with provisions for renewal, we often refer to them as recurring revenue.
Cost of Sales
Our cost of sales consists of the following:
- Direct product costs include the costs of hardware for proprietary hardware products sold, the costs of server hardware when sold with software, and the direct services costs of providing managed services (i.e., bandwidth).
- Production costs include compensation related expenses for employees that work in our production departments.
- Other costs of sales include certain technology licenses, fulfillment supplies, scrap, reserves for obsolescence, return merchandise authorization costs and depreciation of production related assets.
Expenses
Our expenses consist of the following:
- Sales and marketing expenses include the compensation expenses for employees that work in sales and marketing. Compensation expenses include salaries, bonuses and commissions, and related benefits. Sales and marketing expenses also include costs of marketing and promotional expenses, travel expenses, depreciation and amortization of intangible assets related to trademarks and customer relationships. A significant percentage of our sales force's compensation is variable and based on sales performance.
- Operations and support expenses consist of the compensation related expenses for information services, technical support, and professional services personnel. Compensation expenses include salaries, bonuses, and related benefits. Operations and support expenses also include the license costs of technologies deployed internally and travel expenses for the professional services personnel.
- Research and development expenses include the compensation expenses for employees in product management, product development and quality assurance. Compensation expenses include salaries, bonuses, and related benefits. In addition, research and development expenses include the cost of subcontractors used to supplement our in-house development staff, prototypes and equipment rentals, depreciation and amortization of intangible assets related to technology, and other related expenses. SR&ED credits and research and development credits are recorded as a reduction of research and development expenses.
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General and administrative expenses consist of compensation related expenses for certain senior executives and finance and human resources functions. General and administrative expenses also include rent and utilities, professional services (i.e., legal and accounting), insurance, other office and general expenses, losses/gain related to realized and unrealized foreign exchange translation, and depreciation of certain assets including right of use assets.
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Share-based payments consist of compensation expenses for grants of stock options, restricted share units ("RSUs") and deferred share units ("DSUs") issued under our long-term incentive plan ("LTIP"). Compensation expense is based on the fair value of each tranche of stock options, RSUs or DSUs at their respective grant date.
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Legal settlement and related fees consist of the amount that the court ordered Haivision to pay for the settlement of the legal case as well as all direct legal expenditures and interest incurred.
In aggregate, approximately two-thirds of our expenses are compensation-related expenses. Furthermore, a percentage of our employees have commissions or bonuses based on quarterly revenue, annual Adjusted EBITDA performance, or other key performance indices. Overall positive performance may increase the level of these expenses.
Financial Expenses
Financial expenses include interest on term loans, interest on credit facilities (including non-use fees on credit facilities) and interest on lease liabilities offset by interest income. Interest on short- and long-term financings are recorded at the relevant rates on the various borrowing agreements.
Foreign Currency Translation Adjustments
Transactions in currencies other than the Canadian dollar, which is our reporting currency, are recognized at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period, monetary and non-monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. The exchange differences arising from the translation are recognized as a foreign currency translation adjustment.
SELECTED INFORMATION AND RECONCILIATION OF NON-IFRS MEASURES
The following table summarizes our recent results of operations as of the dates and for the periods indicated below. The information should be read together with the Q3 Financial Statements and related notes, which were prepared in accordance with IFRS Accounting Standards.
Historical financial and operating information may not be indicative of future performance, and certain financial information presented below includes non-IFRS financial measures that we believe are important in evaluating the operating performance of our business and making results more comparable from period to period. See "Non-IFRS Measures".
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| Three months ended October 31, | Full year ended October 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| ($) | ($) | ($) | ($) | |
| Revenue | 40,167 | 30,143 | 137,635 | 129,537 |
| Cost of sales | 10,861 | 8,142 | 37,831 | 34,851 |
| Gross profit | 29,306 | 22,001 | 99,804 | 94,686 |
| Expenses | 25,432 | 21,772 | 100,989 | 89,205 |
| Operating profit (loss) | 3,874 | 229 | (1,186) | 5,481 |
| Financial expenses | 261 | 202 | 833 | 951 |
| Income (loss) before income taxes | 3,613 | 27 | (2,019) | 4,530 |
| Income taxes | 208 | (2,026) | (2,133) | (168) |
| Net income | 3,405 | 2,054 | 115 | 4,699 |
| Foreign currency translation adjustment | 1,560 | 607 | 2,550 | 811 |
| Comprehensive income | 4,965 | 2,661 | 2,665 | 5,510 |
| Net income per share | ||||
| Net income per share | ||||
| Basic | 0.12 | 0.07 | 0.00 | 0.16 |
| Diluted | 0.11 | 0.07 | 0.00 | 0.16 |
| Weighted average number of common shares outstanding: | ||||
| Basic | 27,693,879 | 28,595,978 | 28,040,622 | 29,954,290 |
| Diluted | 30,044,127 | 29,715,509 | 30,197,993 | 30,017,186 |
| Three months ended October 31, | Full year ended October 31, | |||
| 2025 | 2024 | 2025 | 2024 | |
| ($) | ($) | ($) | ($) | |
| Net income | 3,405 | 2,054 | 114 | 4,699 |
| Income taxes (recovery) | 208 | (2,026) | (2,133) | (168) |
| Income (loss) before income taxes | 3,613 | 27 | (2,019) | 4,530 |
| Depreciation | 963 | 727 | 3,744 | 3,289 |
| Amortization | 1,215 | 1,320 | 5,073 | 6,267 |
| Financial expenses | 261 | 202 | 833 | 951 |
| EBITDA(1) | 6,051 | 2,277 | 7,631 | 15,036 |
| Share-based payments | 1,017 | 663 | 3,488 | 2,290 |
| Legal settlement and related fees | — | — | 1,716 | — |
| Adjusted EBITDA(1) | 7,068 | 2,939 | 12,836 | 17,326 |
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| Three months ended October 31, | Full year ended October 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Adjusted EBITDA Margin | ($) | ($) | ($) | ($) |
| 17.6% | 9.8% | 9.3% | 13.4% |
Note:
(1) EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are not recognized measures under IFRS Accounting Standards. See "Non-IFRS Measures."
| October 31, 2025 | October 31, 2024 | |
|---|---|---|
| ($) | ($) | |
| Total assets | 145,036 | 141,315 |
| Non-current liabilities | 8,447 | 8,522 |
| Total liabilities | 47,455 | 44,520 |
DISCUSSION OF OPERATIONS
Three Months and Full Year ended October 31, 2025
Revenue
Revenue for the three months ended October 31, 2025, was $40.2 million, an increase of $10.1 million from the comparative prior period, a convincing result considering the recent transformation from integrator to manufacturer in the control room market and the resulting decrease in sales of third-party components as part of those solutions. Services and other revenue increased by $0.6 million from the comparative prior period, a positive result given the transition away from an integrator model and was largely offset by increases in maintenance and support revenues. Recurring revenue, defined as revenue from Cloud solutions and maintenance and support was approximately 18% in the current period and was approximately 22% in the comparative period.
Revenue for the full year ending October 31, 2025, was $137.6 million, an increase of $8.1 million from the comparative prior period. The increase in product revenue and services and other revenue is largely the result of the successful transition away from the integrator model in the control room space. Services and other revenue decreased by $2.6 million from the comparative prior period – a result of the transition from integrator, but maintenance and support revenues increased by $2.9 million from the comparative prior period. Recurring revenue for the full year ending October 31, 2025, was approximately 21% compared to approximately 20% in the comparative prior period.
| Three months ended October 31, | Full year ended October 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| ($) | ($) | ($) | ($) | |
| Product | 30,243 | 21,371 | 101,549 | 93,777 |
| Maintenance and support | 7,300 | 6,750 | 28,733 | 25,841 |
| Cloud solutions | 46 | 17 | 153 | 88 |
| Services and Other | 2,578 | 2,005 | 7,200 | 9,831 |
| Revenue | 40,167 | 30,143 | 137,635 | 129,537 |
Cost of Sales
Cost of sales for the three months ended October 31, 2025 was $10.9 million, an increase of $2.7 million from the comparative prior period. The increase in cost of sales is largely related to the $2.0 million increase in direct product costs (a direct result of the $8.9 million increase in product sales), as well as $0.4 million increase in other cost of sales. Gross margins stayed consistent at 73.0% for the current and the comparative prior period.
Cost of sales for the full year ended October 31, 2025, was $37.8 million, an increase of $3.0 million from the comparative prior period. The increase in the cost of sales is largely related to the $2.8 million increase in direct product costs (a direct result of the $7.8 million increase in product sales); as well as by the $0.4 million increases in other cost of sales and production costs.
| Three months ended October 31, | Full year ended October 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| ($) | ($) | ($) | ($) | |
| Direct product costs | 8,952 | 6,958 | 30,925 | 28,139 |
| Production costs | 1,126 | 790 | 3,592 | 3,132 |
| Other cost of sales | 783 | 394 | 3,314 | 3,580 |
| Total cost of sales | 10,861 | 8,142 | 37,831 | 34,851 |
| Gross Margin (1) | 73.0% | 73.0% | 72.5% | 73.1% |
Note:
(1) Gross Margin is not a recognized measure under IFRS Accounting Standard. See "Non-IFRS Measures."
Expenses
For the three months and full year ended October 31, 2025 and 2024 expenses were:
| Three months ended October 31, | Full years ended October 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| ($) | ($) | ($) | ($) | |
| Sales and marketing | 7,888 | 6,955 | 30,313 | 27,332 |
| Operations and support | 4,653 | 3,983 | 18,879 | 15,886 |
| Research and development | 7,497 | 6,782 | 30,021 | 27,521 |
| General and administrative | 4,377 | 3,389 | 16,573 | 16,177 |
| Share-based payments | 1,017 | 663 | 3,488 | 2,290 |
| Legal settlement and related fees | — | — | 1,716 | — |
| Total expenses | 25,432 | 21,772 | 100,989 | 89,205 |
| Expenses as % of revenue | 63.3% | 72.2% | 73.4% | 68.9% |
| Total expenses | 25,432 | 21,772 | 100,989 | 89,205 |
| Less: | ||||
| Share-based payments | 1,017 | 663 | 3,488 | 2,290 |
| Depreciation | 963 | 727 | 3,744 | 3,289 |
| Amortization | 1,215 | 1,320 | 5,074 | 6,267 |
| Legal Settlement and related fees | — | — | 1,716 | — |
| Total Expenses less Share-based payments, Depreciation, Amortization, and Non-recurring expenses (1) | 22,237 | 19,062 | 86,968 | 77,360 |
| Total Expenses less Share-based payments Depreciation, Amortization, and Non-recurring expenses as % of Revenue (1) | 55.4% | 63.2% | 63.2% | 59.7% |
Note:
(1) Total Expenses less Share-based payments, Depreciation, Amortization, and Non-recurring expenses and Total Expenses less Share-based payments, Depreciation, Amortization, and Non-recurring expenses as a percent of Revenue are not recognized measures under IFRS. See "Non-IFRS Measures."
Total expenses for the three months ended October 31, 2025 were $25.4 million, an increase of $3.7 million from the comparative prior period. The increase was largely related to $3.7 million of increases in compensation-related expenses, the impact of foreign exchange
fluctuations of $0.4 million and increase in share-based payments expense of $0.4 million, offset by an increase in research and development tax credits of $0.4 million and a decrease in marketing expenses by $0.2 million.
Total expenses for the full year ended October 31, 2025 were $101.0 million, an increase of $11.8 million from the comparative prior period. The increase was largely related to increases in compensation-related expenses of $8.5 million and implemented investments in research and development of $0.8 million; year-over-year currency-related impacts and the weakened Canadian dollar of $1.6 million, non-recurring expenses related to the settlement and legal expenses of litigation with Vitec SA of $1.7 million, and the increase in share-based payments expense of $1.2 million, offset by decreases in professional services of $0.9 million, travel of $0.4 million and an increase in research and development tax credits of $0.5 million. The total number of people employed increased from 378 people at October 31, 2024 to 381 people at October 31, 2025.
The changes in expenses were due to a combination of the following:
-
Sales and marketing expenses for the three months ended October 31, 2025 increased by $0.9 million when compared to the comparative prior period. The increase is largely related to increases in compensation related expenses of $0.9 million related to third quarter sales performance and the negative impact of the weaker Canadian dollar in the period. Sales and marketing expenses for the full year ended October 31, 2025 increased by $3.0 million when compared to the prior year's comparative period. This increase is also related to compensation-related expenses of $2.8 million. The number of people in the sales and marketing organizations increased from 92 people at October 31, 2024 to 100 people at October 31, 2025.
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Operations and support expenses for the three months ended October 31, 2025 increased by $0.7 million when compared to the comparative prior period. The increase is largely the result of increases in compensation expenses of $0.5 million and increases in the cost of technology of $0.2 million - both of which were impacted by the weaker Canadian dollar. Operations and support expenses for the full year ended October 31, 2025, increased by $3.0 million when compared to the prior year's comparative period. The increase is largely the result of increases in compensation-related expenses of $2.1 million and increases in technology expenses of $1.1 million, offset by a decrease in travel costs of $0.2 million. The number of people in the operations and support function decreased from 80 people at October 31, 2024 to 79 people at October 31, 2025.
-
Research and development expenses for the three months ended October 31, 2025 increased by $0.7 million when compared to the comparative prior period. The increase is largely related to increases in compensation-related expenses and the use of subcontractors of $1.2 million, offset by an increase in expected reimbursements for research and development credits of $0.4 million. Research and development expenses for the full year ended October 31 2025 increased by $2.5 million when compared to the comparative prior period. The increase is largely related to increases in compensation-related expenses and the use of subcontractors of $2.6 million and increases in the cost of materials of $0.4 million, offset by an increase in expected reimbursements for research and development tax credits of $0.5 million. The number of people in the product realization
-
15 -
organization decreased from 144 people at October 31, 2024 to 143 people at October 31, 2025.
-
General and administrative expenses for the three months ended October 31, 2025 increased by $1.0 million when compared to comparative prior period. The increase is largely due to the increase in compensation-related expenses of $0.7 million; as well as increases in professional fees of $0.2 million and the foreign exchange impact of the weaker Canadian dollar. General and administrative expenses for the full year ended October 31, 2025 increased by $0.4 million when compared to the comparative prior period. The increase is largely related to increases in compensation-related expenses of $0.9 million and the impact of foreign exchange fluctuations of $0.4 million, offset by decreases in professional fees and insurance costs of $0.9 million. The number of people in the General and administrative functions remained consistent at 30 from October 31, 2024 to October 31, 2025.
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Share-based payments for the three months and full year ended October 31, 2025 increased by $0.4 million and $1.2 million respectively when compared to the comparative prior periods. Changes in share-based payments are largely related to the timing of equity incentive issuances and the magnitude of those equity incentive issuances under the LTIP.
Net Income (Loss)
For the three months ended October 31, 2025, net income was $3.4 million, compared to $2.1 million for the comparative prior period. The $1.3 million increase is largely related to the increase in gross profits of $7.3 million; offset by an increase in total expenses of $3.7 million as well as increases in income taxes of $2.2 million. Net Margins for the three months ended October, 2025 were 8.5% compared to 6.8% for the comparative prior period.
For the full year ended October 31, 2025, net income was $0.1 million, compared $4.7 million for the comparative prior period. The $4.6 million decrease is largely related to the $11.8 million increase in total expenses, offset by the $5.1 million increase in gross profit; and the decrease in income taxes of $2.0 million.
| Three months ended October 31, | Full year ended October 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| ($) | ($) | ($) | ($) | |
| Operating profit (loss) ... | 3,874 | 229 | (1,186) | 5,481 |
| Financial expenses ... | 261 | 202 | 833 | 951 |
| Income (loss) before income taxes | 3,613 | 27 | (2,019) | 4,530 |
| Income taxes (recovery) ... | 208 | (2,026) | (2,133) | (168) |
| Net income (loss) | 3,405 | 2,054 | 115 | 4,699 |
| Net Margin ... | 8.5% | 6.8% | 0.1% | 3.6% |
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Adjusted EBITDA
Adjusted EBITDA for the three months ended October 31, 2025 was $7.1 million compared to $2.9 million for the comparative prior period. The $4.1 million increase is largely related to the $7.3 million increase in gross profit; offset by the $3.2 million increase in Total expenses less Share-based compensation, Depreciation, Amortization, and Non-recurring expenses. Adjusted EBITDA Margins for the three months ended October 31, 2025 were 17.6% compared to 9.8% for the comparative prior period. See "Non-IFRS Measures - Adjusted EBITDA, Adjusted EBITDA Margins, Gross Profit and Total Expenses less Share-based compensation, Depreciation, Amortization and Non-recurring expenses."
Adjusted EBITDA for the full year ended October 31, 2025 was $12.9 million compared to $17.3 million for the comparative prior period. The $4.5 million decrease is largely related to $10.1 million of incremental expenses, this was mostly offset by increased revenue of $8.1 million and the resulting $5.1 million of additional gross margin. Adjusted EBITDA Margins for the year ended December 31, 2025 were 9.3% compared to 13.4% for the comparative prior period. See "Non-IFRS Measures - Adjusted EBITDA and Adjusted EBITDA Margins, Gross Profit and Total Expenses less Share-based payments, Depreciation, Amortization and Non-recurring expenses".
| Three months ended October 31, | Year ended ended October 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| ($) | ($) | ($) | ($) | |
| Operating profit (loss) ... | 3,874 | 229 | (1,186) | 5,481 |
| Depreciation | 963 | 727 | 3,744 | 3,289 |
| Amortization | 1,215 | 1,320 | 5,074 | 6,267 |
| EBITDA(1) | 6,052 | 2,276 | 7,632 | 15,037 |
| Share-based payments (LTIP)... | 1,017 | 663 | 3,488 | 2,290 |
| Non-recurring expenses: | ||||
| Legal settlement and related fees | — | — | 1,716 | — |
| Adjusted EBITDA(1) | 7,069 | 2,939 | 12,836 | 17,327 |
| Adjusted EBITDA Margin(1) | 17.6% | 9.8% | 9.3% | 13.4% |
Note:
(1) EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are not recognized measures under IFRS Accounting Standards. See "Non-IFRS Measures."
SUMMARY OF QUARTERLY RESULTS
The following table sets out select quarterly results for our past eight quarters. Our government business had experienced moderate seasonality, primarily because the U.S. government year-end is commensurate with our fourth quarter. Expenses are generally consistent from quarter-to-quarter but may fluctuate based on the timing of marketing programs and other periodic expenditures.
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| Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | |
|---|---|---|---|---|
| Revenue | $ 40,167 | $ 35,017 | $ 34,290 | $ 28,161 |
| Cost of sales | $ 10,861 | $ 9,819 | $ 9,274 | $ 7,878 |
| Gross profit | $ 29,306 | $ 25,198 | $ 25,016 | $ 20,283 |
| Expenses | $ 25,432 | $ 24,906 | $ 28,184 | $ 22,467 |
| Operating (loss) income | $ 3,874 | $ 292 | $ (3,168) | $ (2,184) |
| Net (loss) income | $ 3,405 | $ 179 | $ (2,391) | $ (1,078) |
| Net income per share: | ||||
| Basic | $ 0.12 | $ 0.01 | $ (0.08) | $ (0.04) |
| Diluted | $ 0.11 | $ 0.01 | $ (0.08) | $ (0.04) |
| Weighted avg. number of shares outstanding | ||||
| Basic | 27,693,879 | 27,867,269 | 28,357,614 | 28,358,732 |
| Diluted | 30,044,127 | 30,035,017 | 28,357,614 | 28,358,732 |
| Net (loss) income | $ 3,405 | $ 179 | $ (2,391) | $ (1,078) |
| Income (recovery) taxes | $ 208 | $ (120) | $ (948) | $ (1,273) |
| Depreciation | $ 963 | $ 954 | $ 936 | $ 891 |
| Amortization | $ 1,215 | $ 1,247 | $ 1,313 | $ 1,299 |
| Financial expenses | $ 261 | $ 233 | $ 171 | $ 168 |
| EBITDA(1) | $ 6,051 | $ 2,493 | $ (919) | $ 6 |
| Share-based payments (LTIP) | $ 1,017 | $ 1,042 | $ 1,044 | $ 384 |
| Non-recurring expenses: | ||||
| Legal settlement and related fees | $ — | $ — | $ 1,549 | $ 167 |
| Adjusted EBITDA(1) | $ 7,068 | $ 3,535 | $ 1,675 | $ 557 |
| Gross margin (1) | 73.0% | 72.0% | 73.0% | 72.0% |
| Adjusted EBITDA Margin(1) | 17.6% | 10.1% | 4.9% | 2.0% |
| Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | |
| --- | --- | --- | --- | --- |
| Revenue | $ 30,144 | $ 30,646 | $ 34,169 | $ 34,579 |
| Cost of sales | $ 8,142 | $ 7,665 | $ 9,658 | $ 9,386 |
| Gross profit | $ 22,002 | $ 22,981 | $ 24,511 | $ 25,193 |
| Expenses | $ 21,771 | $ 21,851 | $ 22,666 | $ 22,918 |
| Operating income (loss) | $ 231 | $ 1,131 | $ 1,845 | $ 2,275 |
| Net income (loss) | $ 2,055 | $ 435 | $ 932 | $ 1,277 |
| Net loss per share | ||||
| Basic | $ 0.07 | $ 0.01 | $ 0.03 | $ 0.04 |
| Diluted | $ 0.07 | $ 0.01 | $ 0.03 | $ 0.04 |
| Weighted avg. number of shares outstanding | ||||
| Basic | 29,595,978 | 29,038,392 | 29,152,541 | 29,029,978 |
| Diluted | 30,035,017 | 30,162,758 | 30,311,651 | 30,189,088 |
| Net income (loss) | $ 2,055 | $ 435 | $ 932 | $ 1,277 |
| Income taxes (recovery) | $ (2,026) | $ 490 | $ 669 | $ 699 |
| Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | |
|---|---|---|---|---|
| Depreciation | $ 727 | $ 828 | $ 896 | $ 838 |
| Amortization | $ 1,320 | $ 1,602 | $ 1,637 | $ 1,708 |
| Financial expenses | $ 202 | $ 206 | $ 244 | $ 299 |
| EBITDA(1) | $ 2,278 | $ 3,561 | $ 4,378 | $ 4,821 |
| Share-based payments (LTIP) | $ 663 | $ 585 | $ 695 | $ 348 |
| Non-recurring expenses: | $ | |||
| Legal settlement and related fees | $ — | $ — | $ — | $ — |
| Adjusted EBITDA(1) | $ 2,941 | $ 4,146 | $ 5,073 | $ 5,169 |
| Gross margin (1) | 73.0% | 75.0% | 71.7% | 72.9% |
| Adjusted EBITDA Margin(1) | 9.8% | 13.5% | 14.8% | 14.9% |
Note:
(1) EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Gross Margin are not recognized measures under IFRS Accounting Standards. See "Non-IFRS Measures."
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Overview
Our financial condition and liquidity are and will continue to be influenced by a variety of factors, including: our ability to generate cash flows from operations; our capital expenditure requirements; the level off outstanding indebtedness and the interest obligations on this indebtedness; and our ability to raise capital.
The general objectives of our capital management strategy are to ensure sufficient liquidity to pursue our organic growth strategy and undertake selective acquisitions, while maintaining a strong credit profile and a capital structure that maintains total leverage ratio within the limits set in our credit facilities.
Financial Condition
| | October 31, 2025
($) | October 31, 2024
($) |
| --- | --- | --- |
| Total cash | 17,199 | 16,471 |
| Total assets | 145,035 | 141,315 |
| Total liabilities | 47,455 | 44,520 |
Cash at October 31, 2025 was $17.2 million, a decrease of $5.6 million from the year ended October 31, 2024. The amount extended on the line of credit increased by $5.7 million from the year ended October 31, 2024.
Total assets as at October 31, 2025, were $145.0 million an increase of $3.7 million from the year ended October 31, 2024. In the year ended October 31, 2025, trade and other receivables increased by $3.4 million, income taxes increased by $0.1 million, deferred income taxes increased by $3.1 million and investment tax credits increased by $2.1 million; however, the value of intangible assets and decreased by $4.7 million, and inventories decreased by $1.6 million. For the year ended October 31, 2025 the amortization of intangible assets amounted to $5.1 million.
Total liabilities as at October 31, 2025, were $47.5 million an increase of $3.0 million from the year ended October 31, 2024. In the year ended October 31, 2025, the amount extended on the line of credit increased by $0.5 million, trade and other payables increased by $3.9 million, term loans outstanding decreased by $0.3 million and the amount of income taxes payable decreased by $0.6 million.
Cash Flows
Our primary source of liquidity is from operations. Our principal liquidity needs include investment in our products and technology, as well as sales and marketing expenses, general and administrative expenses, other operational expenses, and for selective acquisitions. In addition to our cash balances, we have a $35 million revolving line of credit available to be drawn to meet ongoing operating and working capital requirements, capital expenditures, as well as permitted acquisitions.
We continuously monitor cash flows by reviewing actual operating expenditures and revenue compared to budget. We believe that our available cash, cash flows generated from operations and borrowings available to us will be sufficient to meet our projected operating and capital expenditures requirements for the foreseeable future.
| | October 31, 2025
($) | October 31, 2024
($) |
| --- | --- | --- |
| Net cash used in operating activities | 8,707 | 19,489 |
| Net cash used in investing activities | (1,745) | (2,200) |
| Net cash provided by financing activities | (6,687) | (9,182) |
| Change in cash during the year | 275 | 8,107 |
| Cash, beginning of year | 16,471 | 8,286 |
| Effect of foreign exchange in cash | 453 | 78 |
| Cash, end of period | 17,199 | 16,471 |
For the year ended October 31, 2025, cash increased by $0.7 million. Net cash generated in operating activities for the year ended October 31, 2025 was $8.7 million largely related to Adjusted EBITDA performance and changes in working capital requirements – particularly related to trade and other receivables, trade and other payables, inventories and taxes. Cash used in investing activities for the same period was $1.7 million largely related to capital expenditures. Cash used by financing activities for the same period was $6.6 million related to the $0.5 million increase in the Line of Credit; offset by $4.4 million for the repurchase of common shares for cancellation; the $2.0 million in payments related to lease liabilities; and $0.7 million in repayments made on term loans assumed with the Aviwest acquisition and the exercise of RSU grants. Cash at October 31, 2025 was $17.2 million.
Capital Expenditures
Our capital expenditures for the three months ended October 31, 2025 amounted to $0.6 million, $0.3 million less than the comparative prior period. Our capital expenditures for the
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full year ended October 31, 2025 amounted to $1.7 million, a decrease of $0.3 million when compared to the comparative period. Capital expenditures are primarily related to computer equipment and demonstration gear.
Expenditures on research activities are recognized as an expense in the period in which they are incurred.
Credit Facilities
We entered into a credit agreement with Bank of Montreal (the "BMO Credit Agreement") with our U.S. subsidiaries Haivision Network Video Inc. and Haivision MCS LLC, as co-borrowers, which provides for a $35 million revolving credit facility (the "Revolving Facility"), to be used to finance ongoing operating and working capital requirements, capital expenditures, as well as permitted acquisitions. The Revolving Facility bears interest at Canadian prime rate plus between 0% - 1.50% depending on level of leverage. The current rate based on the current level of leverage is 4.95%. The Revolving Facility may be increased, at the sole discretion of Bank of Montreal, by an aggregate amount not to exceed $25 million. At October 31, 2025, $2.7 million was advanced under the Revolving Facility.
Contractual Obligations
We have contractual obligations with a variety of expiration dates. Our operating lease obligations include commitments until 2030. The tables below outline our contractual obligations, by fiscal year, as at October 31, 2025.
| October 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Year 1 | Year 2 | Year 3 | Year 4 | Year 5+ | Total | |
| ($) | ($) | ($) | ($) | ($) | ($) | |
| Line of credit | 2,731 | — | — | — | — | 2,731 |
| Trade and other payables | 20,250 | — | — | — | — | 20,250 |
| Term loans | 1,030 | 208 | — | 1,088 | — | 2,326 |
| Lease obligations | 1,894 | 1,653 | 1,195 | 633 | 226 | 5,601 |
| 25,905 | 1,861 | 1,195 | 1,721 | 226 | 30,908 |
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
In the ordinary course of our business activities, we are exposed to various market risks that are beyond our control, including fluctuations in foreign exchange rates and interest rates, that may have an adverse effect on the value of our financial assets and liabilities, future cash flows and profit. Our policy with respect to these market risks is to assess the potential of experiencing losses and the consolidated impact thereof, and to mitigate these market risks. If deemed necessary, we may enter into foreign currency derivative contracts to reduce our exposure to foreign currency risks. As at October 31, 2025, we entered into a forward contract to sell US$0.7 million and a contract to buy 4.0 million Euro to minimize the impact of foreign exchange rate gains or losses in future months.
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Credit and Concentration Risk
Credit risk is the risk that one party to a transaction will fail to discharge an obligation and cause the other party to incur a financial loss. We are exposed to credit risk in the event of non-performance by customers, but do not anticipate any such non-performance would be material. We do not require guarantees from our customers nor hold any collateral as security. To the extent necessary, we take steps to monitor the credit risk of customers.
Due to our diverse customer base, there is modest concentration of credit risk related to our trade receivables. Moreover, balances for trade receivables are managed and analyzed on an ongoing basis to ensure allowances for doubtful accounts, which are established and maintained at an appropriate amount. We have also insured the majority of our non-U.S. receivables through Export Development Canada and Atradius as a further mitigation to bankruptcies and client default on payment.
We estimate anticipated losses from doubtful accounts based upon the expected collectability of all accounts receivable, which estimate considers the number of days past due, collection history, identification of specific customer exposure and current economic trends. An impairment loss on trade receivables is calculated as the difference between the carrying amount and the present value of the estimated future cash flow. Impairment losses are charged to general and administrative expense in the consolidated statements of income (loss) and comprehensive income. Receivables for which an impairment provision was recognized are written off against the corresponding provision when it is deemed uncollectible.
The maximum exposure to credit risk at the date of this MD&A is the carrying value of each class of receivables mentioned above.
Market Risk
We are exposed to market risk primarily in terms of revenue generation. Our revenue is based on transaction volumes which have increased with the growth of the worldwide market for video streaming infrastructure products. We monitor the market conditions to capture fluctuations in market demand that may affect ongoing revenue. Historically, our business model has proven to be resilient to market downturns.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. We were exposed to interest rate risk under the Revolving Facility which is denominated in Canadian currency. Interest on advances under the Revolving Facility as at October 31, 2025 was Canadian prime rate plus 0.00%. The referenced Canadian prime rate at October 31, 2025 was 4.45%, and as of October 31, 2025, $2.7 million was outstanding on the Revolving Facility.
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Foreign Currency Exchange Risk
We are exposed to currency risk due to financial instruments denominated in foreign currencies. The net carrying value of these Canadian and Euro denominated balances as at October 31, 2025 and October 31, 2024 presented in Canadian dollars is as follows:
| October 31, 2025 | October 31, 2024 | |
|---|---|---|
| ($) | ($) | |
| Cash | 6,302 | 5,187 |
| Trade and other receivables | 4,469 | 3,731 |
| Investment tax credit receivable | 10,153 | 8,153 |
| Line of credit | 2,731 | 2,227 |
| Trade and other payables | 12,116 | 8,815 |
| Term loans | 2,325 | 2,613 |
Liquidity Risk
Liquidity risk is the risk that we will not be able to meet our financial obligations as they come due. The Company monitors its cash balances and cash flows generated from operations to meet its requirements. Contractual maturities such as debt, trade and other payables, and accrued liabilities are exposed to liquidity risk.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements. From time to time, we may be contingently liable for componentry inventories held at our contract manufacturers.
RELATED PARTY TRANSACTION
We define senior managers as the Chief Executive Officer of the Company and other executive officers of the Company – all of whom participate in our executive bonus plan. The remuneration of senior management personnel for the year ended October 31, 2025 and October 31, 2024 was as follows:
| October 31, 2025 | October 31, 2024 | |
|---|---|---|
| Salaries and Bonuses | $ 3,859 | $ 3,342 |
| Number of Senior Managers | 5 | 5 |
In addition to a base salary, the executive bonus plan includes an annual EBITDA bonus based on Adjusted EBITDA performance compared to budget. The annual EBITDA bonus includes provisions for extra bonus amounts for extraordinary performance.
In addition, independent directors are entitled to cash compensation, equity compensation and reimbursement of reasonable costs to attend board and committee meetings. Other than in respect of executive management compensation and independent director compensation, we have no related party transactions.
RISK FACTORS
Certain factors may have a material adverse effect on our business, financial condition, and results of operations. Current and prospective investors should carefully consider the risks and uncertainties and other information contained in this MD&A, the 2025 Financial Statements and the 2025 Annual Information Form, particularly under the heading "Risk Factors" in the 2025 Annual Information Form, and in other filings that we have made and may make in the future with applicable securities authorities, including those available under the Company's profile on SEDAR+ at www.sedarplus.ca. The risks and uncertainties described herein and therein are not the only ones we may face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that could adversely affect our business, financial condition, and results of operations. If any of such risks occur, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our common shares (or the value of any other securities of the Company) could decline, and our securityholders could lose part or all their investment.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Please refer to note 3 of the 2025 Annual Financial Statements for a description of our critical accounting estimates and judgements.
The preparation of our consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We review those estimates on an ongoing basis based on management's best knowledge of current events and actions that we may undertake in the future. Actual results could differ from these estimates. Areas requiring the most significant estimates and judgements are outlined below.
Income Taxes
The Company establishes provision, based on reasonable estimated, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Deferred tax assets are recognized based on an assessment of the Company's ability to utilize underlying future tax deductions against future taxable income.
Impairment for Property and Equipment, Intangible Assets
Significant judgments are required in testing goodwill, intangible assets, and other long-lived assets, including right-of-use assets, for impairment. Significant estimates are
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required in forecasting future cash flows, and in determining other key assumptions such as discount rates, terminal growth rates and earnings multipliers used for assessing fair value less costs of disposal or value in use to establish the recoverable amount. The recoverable amount is the higher of the value in use or the fair value less costs of disposal, both of which require estimates and assumptions in their determination. The Company also reviews the estimated useful lives of property, plant and equipment and intangible assets with definite useful lives at the end of each year and assesses whether the useful lives of certain items should be shortened or extended.
Investment Tax Credits
Investment tax credits are accounted for under the cost reduction method, whereby the investment tax credits are applied against the carrying value of the related expense. Investment tax credits are recorded when the qualifying expenditures have been incurred and if there is a reasonable assurance that the tax credits will be realized.
Functional currency
The Company and its subsidiaries sell and operate worldwide, but its decision-making process and product development are centrally located, which requires significant judgement from management in order to determine the functional currency of each entity.
OUTSTANDING SHARE DATA
Our common shares are publicly traded on the Toronto Stock Exchange (TSX: HAI) since the completion of our initial public offering on December 16, 2020. Our authorized share capital consists of (i) an unlimited number of common shares, and (ii) an unlimited number of preferred shares, issuable in series, of which 27,192,580 common shares and no preferred shares were issued and outstanding as of January 14, 2026.
As of January 14, 2026, there were 2,597,173 options, 1,079,580 RSUs and 256,739 DSUs outstanding under our LTIP. Each such option is or will become exercisable for one common share, and each such RSU and DSU will be settled into one common share, in each case in accordance with and subject to the terms of our LTIP and the applicable award agreements.
The Company entered into a Normal Course Issuer Bid ("NCIB") commencing January 22, 2024 to purchase for cancellation up to 2,007,521 of its common shares (representing approximately 10% of the public float of common shares outstanding as of January 12, 2024) before January 21, 2025. The Company purchased under this NCIB program 946,400 common shares for cash of $4,182,832.
The Company renewed its NCIB commencing January 29, 2025 to purchase for cancellation up to 1,924,404 of its common shares (representing approximately 10% of the public float of common shares outstanding as at January 15, 2025) before January 28, 2026. As at October 31, 2025 the Company had purchased 873,232 common shares for cash of $3,904,328 under this NCIB program.
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DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
The applicable rules of the Canadian Security Administrators require our certifying officers, our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), to establish and maintain disclosure controls and procedures ("DC&P") and internal controls over financial reporting ("ICFR"), as these terms are defined in such rules. In compliance with these rules, we have filed applicable certifications signed by our CEO and CFO that, among other things, report on the design of each of DC&P and ICFR.
Disclosure Controls and Procedures
Our CFO and CEO have designed, or caused to be designed under their supervision, DC&P to provide reasonable assurance that (i) material information regarding the Company is accumulated and communicated to our management, including our CEO and CFO, in a timely manner so that appropriate decisions can be made regarding public disclosure and information, and (ii) information required to be disclosed in our annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in applicable securities legislation.
Our CEO and CFO have evaluated, or caused to be evaluated under their supervision, the effectiveness of our DC&P on October 31, 2025. Based on that evaluation, our CEO and CFO concluded that our DC&P were effective at October 31, 2025.
Management's Annual Report on Internal Controls Over Financial Reporting
In addition, our CEO and CFO have designed, or caused to be designed under their supervision, ICFR to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with our accounting and reporting standards.
Our CEO and CFO have evaluated, or caused to be evaluated under their supervision, the effectiveness of our ICFR at October 31, 2025, based on the criteria set forth in the Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our CEO and CFO have concluded that our ICFR was effective at October 31, 2025.
Changes to Internal Control Over Financial Reporting
Our CEO and CFO have evaluated, or caused to be evaluated under their supervision, whether there were changes to our ICFR during the year ended October 31, 2025 that have materially affected or are reasonably likely to materially affect our ICFR. No such changes were identified through their evaluation.
Inherent Limitations on Effectiveness of DC&P and ICFR
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Due to inherent limitations in all such systems, no evaluations of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our DC&P and our ICFR are effective in providing reasonable, not absolute, assurance that the objectives of our control systems have been met.
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LEGAL PROCEEDINGS AND REGULATORY ACTIONS
For information regarding our material legal proceedings and regulatory actions, if any, and material changes or updates thereto, see the 2025 Annual Information Form, particularly under the heading "Contingencies" and note 22 to the 2025 Financial Statements.
FURTHER INFORMATION
Additional information relating to us and our business, including the 2025 Annual Financial Statement, the 2025 Annual Reports and other filings that we have made and may make in the future with applicable securities authorities, may be found under our corporate profile on SEDAR+ at www.sedarplus.ca. Additional information, including with respect to directors' and officers' remuneration and indebtedness, principal holders of the Company's securities, and securities authorized for issuance under equity compensation plans, is contained in our management information circular for our most recent annual meeting of shareholders that involves the election of directors, available under the Company's SEDAR+ profile at www.sedarplus.ca.