OneSpan Inc (OSPN) 2025 Q4 法說會逐字稿

Good day, and thank you for standing by. Welcome to the Q4 2025 OneSpan earnings conference call. (Operator Instructions) Please be advised that today's conference is being recorded.

I would now like to hand your conference over to your first speaker today, Joe Maxa, VP of Investor Relations. Please go ahead.

Thank you, operator. Hello, everyone, and thank you for joining the OneSpan fourth quarter and full year 2025 earnings conference call. This call is being webcast and can be accessed on the Investor Relations section of OneSpan's website at investors.onespan.com.

Joining me on the call today is Victor Limongelli, our Chief Executive Officer; and Jorge Martell, our Chief Financial Officer. This afternoon, after market close, OneSpan issued a press release announcing results for our fourth quarter and full year 2025. To access a copy of the press release and other investor information, please visit our website. Following our prepared comments today, we will open the call for questions.

Please note that statements made during this conference call that relate to future plans, events or performance, including the outlook for full year 2026 and other long-term financial targets are forward-looking statements. These statements involve risks and uncertainties and are based on current assumptions.

Consequently, actual results could differ materially from the expectations expressed in these forward-looking statements. I direct your attention to today's press release and the company's filings with the US Securities and Exchange Commission for a discussion of such risks and uncertainties.

Also note that certain financial measures that may be discussed on this call are expressed on a non-GAAP basis and have been adjusted from a related GAAP financial measure. We have provided an explanation for and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures in the earnings press release and in the investor presentation available on our website.

In addition, please note that all growth rates discussed on this call refer to a year-over-year basis unless otherwise indicated. The date of this conference call is February 26, 2026. Any forward-looking statements and related assumptions are made as of this date. Except as required by law, we undertake no obligation to update these statements as a result of new information, or future events or for any other reason.

I will now turn the call to Victor.

Thank you, Joe. Hello, everyone, and thank you for joining us today. Before reviewing our Q4 results, I would like to begin today's call with an overview of OneSpan, sharing how we look at the business and the key characteristics that we think are important and which investors may also consider important.

First and foremost, OneSpan is a software business with over 80% of revenue in 2026 expected to be derived from software. Hardware this year will be less than 20% of our business, down from over 50% in 2019 and over one-third of the business as recently as 2022.

However, it's important to note that in addition to strengthening our overall authentication and transaction signing functionality, the hardware portion of our business delivers attractive cash generation that supports our software growth and overall profitability.

Second, within our software business, we operate in two areas, Cybersecurity and Digital Agreements. I will address each in turn. In Cybersecurity, we provide value to our customers in two critical areas. Our first focus area is B2C or consumer authentication, particularly for banking and financial institutions. We differentiate ourselves by offering the industry's broadest portfolio for end-user log-in, corporate banking access and transaction signing.

Each authentication method delivers a balance of security characteristics and user experience, and we pride ourselves on providing a wide range of options, including one-time passcodes, SMS, passkeys and FIDO2 security keys. Additionally, our solutions are available both on-premises and in the cloud to meet the diverse needs of our customers.

The second critical area of our Cybersecurity value to customers extends beyond authentication into the adjacent area of mobile application protection. Since most consumer banking and a great deal of retail is now conducted via mobile apps.

As you know, we have been offering app shielding capabilities for many years. but the threat landscape is evolving rapidly, and we're seeing an increase in sophisticated attacks. As a result, we recognize that App Shielding is a critical area where we need to invest more deeply.

To that end, we recently announced a definitive agreement to acquire Build38 to strengthen our App Shielding offering. This acquisition will enable deeper integration with our customers' mobile applications and will allow us to dynamically update our detection methods. Over time, it also creates an opportunity to combine the signals detected across our broader mobile portfolio, giving us the ability to deliver richer insights and more robust protection for our customers.

With respect to timing, we expect the acquisition to close this quarter. Importantly, in both critical areas, consumer authentication and app shielding. We sell to our customers not based on the number of seats or users employed by our customers but rather based on the number of their end users, either consumers using strong authentication or the number of consumers using mobile apps.

Over time, as consumers move towards employing AI agents to say, conduct banking for them or do online shopping for them, there is potential for us to strengthen our value proposition to our customers by being able to offer more authentication and more app protection to enable their consumers to engage with them safely. In the coming years, we expect the development and growth of consumer AI agents to increase demand by our banking and financial services customers for strong authentication and application protection.

In a similar way, the ease by which deep fakes can be created using AI will likely drive demand for secure authentication, which will manifest itself in a variety of ways, including the establishment of digital credentials or wallets by various governments.

Turning to our DA business. We deliver enterprise-grade e-signature and related functionality through a stable, reliable SaaS platform, which offers a secure audit trail, white labeling flexibility, industry-leading price-to-value and consistently high customer satisfaction. This functionality powers critical business processes for our customers, such as account opening, loan origination and the like.

If those business processes are interrupted or unreliable, our customers lose meaningful revenue and importantly, reputation as well. We've invested years in building a highly reliable, secure and high-performance platform. Replicating this level of maturity internally would be a substantial undertaking for any enterprise. Indeed, if I were an enterprise relying on this proven functionality from OneSpan, I would think long and hard before building this type of critical functionality myself.

In addition, while we can't predict the future, we can see that our gross retention rate in our DA business improved by over 4% in 2025 compared to 2024 and is now over 90%, which indicates that more customers are satisfied with our offering.

Looking ahead, we are continuing to invest in internal development efforts within the DA business to further strengthen our offering and expand the value we deliver. As part of this, we're planning to integrate AI-driven capabilities to provide deeper insights, streamlined decision-making, and make our platform even easier to integrate into our customers' existing environments.

As I shared last quarter, we are in a far stronger operating position today than we were just a couple of years ago. Both divisions, Cybersecurity and Digital Agreements are now solidly profitable. In fact, in 2025, we generated nearly $60 million in cash from operations.

We have pursued a balanced capital allocation strategy, returning nearly $32 million to shareholders in 2025 between dividends and buybacks, and also completing the Nok Nok acquisition, the strategic investment in ThreatFabric and, soon, the acquisition of Build38, without drawing on our credit facility. In addition to strengthening our value proposition for customers and prospects through internal innovation, targeted M&A, and strategic partnerships, we're also making disciplined investments in sales and marketing, including the hiring of our new Chief Revenue Officer in December.

Turning to our results. I'm pleased the team's hard work and focus on operational excellence drove a strong quarter and a record year of profitability. Before getting into the specifics, I would like to note that we had a strong finish at the end of Q4, resulting in about $3 million of revenue coming in Q4 and that we typically would have expected to come in Q1 2026.

So a great job by our sales and renewals teams in closing out the year. The net result is that it makes our 2025 finish a little better than we would have expected and correspondingly makes 2026 a little lighter than we would have expected. But of course, we always want to close deals as soon as possible. So we're pleased that the business came in by the end of December.

In Q4, we generated $19 million of adjusted EBITDA and or 31% of revenue. For the year, we generated $78 million of adjusted EBITDA or 32% of revenue. We ended the quarter and year with annual recurring revenue of $187 million, up 11.5% year-over-year. This includes 12% growth in Cybersecurity and 10% growth in Digital Agreements.

In fact, the $187 million of ARR at year-end is a real marker of our progress over the past couple of years. Since we started 2024 with only $155 million of ARR. Q4 software and services revenue grew 4% year-over-year and total revenue in the quarter grew 3% to $63 million, driven by 11% growth in digital agreements, which had a solid quarter all around.

Q4 Cybersecurity revenue was flat year-over-year. For the full year 2025, our software revenue, not including services, grew by 6.4% and including 8% in DA and 6% in Cybersecurity. Indeed, overall subscription revenue grew 12%, with DA subscription revenue growing 11% and Cybersecurity subscription revenue growing 13%, driven by increases in both cloud and on-prem authentication software and mobile app shielding software.

Overall, company revenue in 2025 was flat due to the 17% decline in hardware revenue as a result of the long-term secular decline in consumer banking tokens, as consumers shift to mobile banking and banks shift to mobile authentication. For the year, software and services accounted for 80% of revenue up from 76% in 2024. The growth in software was primarily driven by growth in subscription revenue. Both business units were solidly profitable at the division level for the quarter and year.

Looking ahead, I'm excited about our opportunities to drive growth in our software business. Some of the investments I discussed are already modestly contributing to revenue as well as ARR. And we expect additional contributions as we move through 2026 and into next year.

We will also continue investing in sales and marketing as well as R&D, and we will continue to evaluate targeted M&A to drive further growth. These investments, which we believe are necessary to drive stronger growth in the years ahead and enable us to achieve our long-term goal of sustainable rule of 40 performance will have a modest near-term impact on profitability. Jorge will discuss this in more detail in a few minutes as he walks through our 2026 guidance.

Our Board remains committed to a balanced capital allocation strategy, weighing shareholder returns, organic investments, and targeted M&A. Accordingly, the Board will consider additional share repurchases and for 2026 has also approved an increase in our quarterly dividend from $0.12 a share to $0.13 per share reflecting an annualized dividend rate of $0.52 per share, representing an increase of 8%.

In summary, we continue to make solid progress in building a stronger foundation for growth and we remain committed to maintaining strong profitability and cash generation while returning capital to shareholders.

With that, I'll turn the call over to Jorge.

Thank you, Victor, and good afternoon, everyone. I am pleased that we reported another strong quarter and full year of adjusted EBITDA and cash generation. Combined with our strong balance sheet, this performance enabled us to invest in the business throughout the year organically and through M&A to support our long-term growth foundation while also returning cash to shareholders.

As Victor mentioned, we intend to continue leveraging our strong balance sheet and cash generation for these purposes, including funding our planned acquisition of Build38. As a reminder, the first quarter of the year is typically our strongest for cash generation, and we also have an untapped $100 million revolver.

In the fourth quarter, our net retention rate was 104%, up from 103% last quarter. We ended the year with ARR of $187 million, up 11.5% year-over-year. Q4 revenue was $62.9 million, an increase of 3% compared to last year's Q4. Full year 2025 revenue was $243.2 million, the same as the prior year reflecting an increase in software and services revenues of 5.3% and a decrease in hardware revenues of 16.6%.

Q4 subscription revenue grew 7% to $38.6 million. Full year subscription revenue grew 12% to $156.1 million. Gross margin was approximately 74% in the fourth quarters of both years. Gross margin for the full year 2025 was 74% compared to 72% for the full year 2024. I'll provide a more detailed discussion on our financial metrics during my review of each business division in a few minutes.

Fourth quarter GAAP operating income was $12.5 million compared to $11.8 million in Q4 of last year. The year-over-year increase in operating income reflects higher revenue and gross profit, partially offset by a slight increase in operating expenses. The increase in Q4 operating expenses primarily reflects higher headcount, including head count expenses resulting from the acquisition of Nok Nok and the nonrecurring acquisition-related consulting costs partially offset by a lower share-based compensation expense, bonus accruals and favorable software capitalization costs.

Full year 2025 GAAP operating income was $48.4 million compared to $44.8 million for the full year 2024. The increase in 2025 reflects an increase in gross profit driven by favorable product and customer mix, partially offset by an increase in operating expenses. The increase in full year operating expenses was impacted by the same items in Q4's OpEx as well as lower restructuring costs year-over-year.

GAAP net income per share was $1.13 in Q4 2025 as compared to $0.72 in Q4 2024. GAAP net income per share was $1.88 for the full year 2025 as compared to $1.46 for the full year 2024. Fourth quarter and full year 2025 GAAP net income per share included income tax benefits related to the release of valuation allowance.

Fourth quarter and full year 2024 GAAP net income per share also included income tax benefits related to the release of valuation allowance, the sunsetting and liquidation of our Dealflo subsidiary, and the transfer of our Cybersecurity intellectual property from Switzerland to the US as part of our restructuring efforts. We adjusted for these tax benefits in non-GAAP EPS.

Beginning in the first quarter of 2025, we made changes to our non-GAAP net income and non-GAAP net income per share reporting framework to better reflect our profitability trajectory and to ensure consistency across interim periods going forward. We have provided additional details regarding these changes in 2025 quarterly earnings releases and investor presentations.

In 2025, our non-GAAP earnings per share were $0.36 in the fourth quarter and $1.49 for the full year. In 2024, our non-GAAP earnings per share were $0.38 for the fourth quarter and $1.42 for the full year. Fourth quarter adjusted EBITDA and adjusted EBITDA margin was $19.4 million and 30.9% as compared to $20 million and 32.7% and in the same period of last year, respectively. Full year 2025 adjusted EBITDA and adjusted EBITDA margin was $77.6 million and 31.9% compared to $73.4 million and 30.2% in the prior year.

Turning to our Cybersecurity division. ARR grew 12% on a year-over-year basis in the fourth quarter to $120 million. Fourth quarter Cybersecurity revenue was $45.4 million or basically flat with the prior year quarter. Subscription revenue grew 1% and compared to a very robust 49% in the fourth quarter of last year, which was particularly strong, driven by expansion of customer software licenses, including robust growth from multiyear contracts.

For the full year 2025, Cybersecurity revenue declined 2.5% to $177.7 million, primarily due to the expected decline in hardware partially offset by 13% growth in subscription revenue, which was driven by expansion of licenses, new logos and the acquisition of Nok Nok.

Q4 gross profit margin was 74% as compared to 75% in Q4 last year. The difference from last year is primarily attributed to incremental third-party software costs, partially offset by favorable hardware product and customer mix. Full year 2025 gross profit margin was 74% as compared to 73% for the same period last year.

The increase in gross margin is primarily attributable to more favorable product mix, including more favorable hardware product and customer mix, partially offset by an increase in third-party software costs. Q4 operating income was $19.4 million or 43% of revenue compared to $23.3 million or 51% of revenue in 2024.

Full year operating income was $80 million or 45% of revenue compared to $90 million or 49% of revenue in 2024. The year-over-year change in both periods was primarily due to increases in operating expenses from Nok Nok, investments made in people costs across sales and R&D and incremental third-party software costs, partially offset by lower restructuring costs.

Now turning to Digital Agreements. ARR grew 10% to $67 million, fourth quarter and full year 2025 revenue grew 11% and 7% to $17.5 million and $65.5 million, respectively, as compared to the same period in 2024. The increase in revenue for both periods was driven by expansion of renewal contracts, new contracts and an increase in overages and other one-time revenues, partially offset by a reduction in maintenance revenue due to the sunsetting of our on-prem e-signature product.

Subscription revenue grew 14.5% in Q4 and 11% for the full year 2025 to $17.4 million and $65.2 million, respectively. Q4 gross profit margin was 74% as compared to 70% in Q4 last year. Full year 2025 gross profit margin was 72% as compared to 68% for the full year 2024.

The increase in gross margin for both periods was driven by increases in revenue, including increases in overages and other one-time revenues and lower cloud costs. Digital Agreement also had a $1.5 million asset write-off in the second quarter of 2024, which impacted the 2024 gross margins by approximately 2.5 percentage points.

Q4 operating income was a record $5.6 million or 32% of revenue compared to $2.6 million or 17% of revenue in the same period last year. Full year 2025 operating income was $16 million or 24% of revenue compared to $5.6 million or 9% of revenue in 2024. The year-over-year improvement in performance for both periods was driven by increases in revenue and gross profit and decreases in operating expenses.

Turning to our balance sheet. We ended the fourth quarter of 2025 with $70.5 million in cash and cash equivalents compared to $83.2 million at the end of 2024. For the year, we generated $15.5 million in operating cash flow and uses of cash in 2025 included $18.5 million to pay our quarterly dividends, $13.1 million to repurchase approximately 1 million shares of our common stock, $14.7 million related to our acquisition of Nok Nok and $11.6 million to acquire a 15% ownership of ThreatFabric among other things. We have no long-term debt at the end of 2025.

Geographically, our revenue mix for the full year 2025 by region was 42% for EMEA, 39% from the Americas, 19% from Asia Pacific compared to 44%, 36% and 20% for the same regions in 2024, respectively. The year-over-year changes by region were primarily driven by growth in Digital Agreements and Cybersecurity software revenue in the Americas and lower hardware revenues in both Europe and Asia Pacific consistent with mobile first trends in those regions.

Moving to some modeling notes and our financial outlook. We are very pleased with our Q4 and full year profitability and cash generation. As well as the progress we've made in positioning the company for long-term growth. The investments we've made recently and those planned for this year are aligned to drive higher software revenue growth in the future and to enable us to achieve long-term sustainable rule of 40 performance.

Specifically for this year, we are planning on making incremental internal investments of approximately $5.5 million in our sales and marketing and product and R&D organizations. These investments will have a near-term impact on our profitability in 2026.

Additionally, we are expecting the pending Build38 acquisitions to dilute adjusted EBITDA this year in the range of $3 million to $4 million. Regarding revenue, in 2026, we expect growth in software and services, driven by a solid performance in Digital Agreements and moderate growth in Cybersecurity.

In Cybersecurity, we anticipate contributions from our newer offerings to increase as the year progresses. We are also forecasting lower revenue from multiyear term licenses primarily due to the lower visibility into expansion and our conversions from annual licenses at this early time of the year.

In addition, we expect a secular shift away from consumer banking hardware tokens to continue in 2026. More specifically, for the full year 2026, we expect software and services revenue to be in the range of $201 million to $204 million, representing 4% to 5% growth.

We expect hardware revenue to be in the range of $43 million to $45 million, a decline of 8% to 12% year-over-year. We expect total revenue to be in the range of $244 million to $249 million, representing a 0% to 2% growth. We expect ARR to be in the range of $192 million to $196 million or 3% to 5% growth year-over-year. And we expect adjusted EBITDA in the range of $64 million to $68 million, inclusive of the impact of the pending Build38 acquisition I mentioned earlier.

That concludes my remarks. I will now turn the call back to Victor.

Thanks, Jorge. I want to conclude today's remarks by thanking the OneSpan team for delivering a good quarter including a great finish to the quarter and a solid full year. Their hard work over the course of 2025 and has put the company in a much better position to drive increased growth and profitability over the long term.

We are making great progress in strengthening our growth foundation. Compared to this time last year, we've enhanced our B2C authentication offerings with the addition of the leading FIDO2 platform. We plan to expand and enhance our mobile app protection capabilities with the acquisition of Build38, and we've expanded our capabilities to detect and help prevent complex attacks through our strategic investment in and partnership with ThreatFabric.

We're also working hard to improve our go-to-market capabilities so that we can capitalize on our expanded and improved customer value prop. Jorge and I will now be happy to take your questions.

(Operator Instructions)

Trevor Rambo, BTIG.

This is Trevor on for Gray Powell. Some nice results in Q4. So maybe touching on that. So we're almost about two months through now in your fiscal Q1. And to that extent, can you comment or give us some more color on what you've seen at the start of this year in terms of demand? And maybe how has that demand environment been for you guys started this year compared to almost the same time period at the start of last year?

Thanks, Trevor. Yes, I mean, we finished -- we mentioned on call, we finished the year strongly. So we had literally like the last couple of days of the year, some good business that came in that probably would have more naturally occurred in Q1. So that was a great finish to the year. And I think in terms -- I mean it's early, it's still February, but I think we're off to a reasonable start in terms of building pipeline for the year.

We have a new CRO, I think you know that we hired in December, and he's going to be also making hires on the marketing side and making investments on the marketing side. And so over the course of the year, we expect to start to see the benefits of that as we move through the year. Of course, it's not like flipping a light switch where you hire somebody new, and all of a sudden, all this business floods in, it's a six- to nine-month sales cycle, but we do expect to see benefits from that in the second half of the year.

Okay. Great. That's good color. And maybe just one more for me. So on the hardware side, it looks like you guys saw some outperformance there in the quarter, I mean, relative to previous quarters. Was that where the pull forward was with revenue?

And then maybe on the second half of that question, we look into 2026 in the guidance that implies the hardware at the midpoint declines by around 10%. Is there a reason why the bleeding has slowed there? I mean if I look, hardware has gone from down 22% in fiscal '24, then down 16.5% last year and then now down 10%. So maybe some more color on the puts and takes of the hardware business going into 2026 would also be helpful.

So I think it's important to remember what's driving this. I mean this is going to go way back, but if you go back 25 years ago, hardware authentication for online banking on computers, on a web banking or laptop or desktop was growing like crazy. And over the last decade, that shift has gone over to mobile banking, mobile applications being used for consumer banking.

And in terms of where that ultimately ends up, it depends on where it ends up. In a lot of markets, it's 80% mobile. Consumer banking is 80% mobile use, 20% web. And if that stabilizes or if it starts to decline less than the decline in consumer banking tokens will lessen. So far, I mean, again, it's early but I think Q1 looks reasonable, maybe down a little bit from last Q1, but in line with what we guided to for the full year.

Yes. Trevor, I just want to add to what Vic just mentioned. So in Q4, hardware landed pretty much where we expected it. If you look at our Q3 guide with respect to hardware, we ended the year at 49%, which is what we were expecting. So we ended up pretty much there.

And just want to clarify what we call pull forward. So the incremental per million that Victor alluded during his remarks, they were not on the hardware side. They were on the software side, on the security side. I just want to clarify that point.

Yes, good point, Jorge. I should have mentioned that, Trevor. Of course, we have to ship the hardware to recognize the revenue. So that was on the software side late in the year.

Anja Soderstrom, Sidoti.

Congrats on the nice progress in the fourth quarter. I'm curious with the new CRO coming onboard. What we expect from him sort of implementing in terms of the sales or marketing that you haven't done before that you expect to see results from?

Yes. Thank you. It's a great question. So just as a reminder, when we went through our restructuring to cut costs, one of the things we did was I was running sales directly. And having Shaun onboard is a huge benefit because he's able to focus full-time hours a week on sales execution, on pipeline development, on review of any accounts that may be at risk.

So the ability to really add focus and discipline, I think, is one of the things we're going to see from Shaun. And then he also owns all of go-to-market. So improving our lead generation ultimately leading to pipeline ultimately leading to closed business. Of course, that will take a while, as I mentioned, a six- to nine-month sales cycle, sometimes longer but we expect to see improvements in all those areas over time.

Okay. And then also in terms of the acquisition of Build38, how do you have come about? How should we think about further M&A opportunities? Are there any sort of capabilities that you currently feel that you are missing that you're actively looking that might help you accelerate?

Yes. Let me address that a little bit. Strategically, what we're trying to do with these acquisitions is find a good valuable technology that could solve problems for our customers ideally in our core areas and things like authentication or app shielding, we're not looking to buy customers. So we're not looking to buy revenue. We're looking to buy technology that is modern and valuable and it solves problems.

And then we have a lot of customers and then ultimately sell that to our customers and new customers as well, and therefore, take that technology and get it more widely distributed. That's the goal. So these -- both of these companies, Nok Nok and Build38 really weren't -- they didn't have a ton of revenue, but they had spent a lot of time and a lot of investment building great technology, and that's really what we're looking for.

Okay. And just one last one as we have all this AI discussion. How do you see AI as an opportunity for OneSpan also maybe as a potential threat?

Thanks, Anja. Obviously, this has been all over the news in the software market in 2026. A couple of things. When you look at areas like app shielding, it's really cutting edge. If you're taking existing code and you're building an application shielding offering, next week, next month, the month after that there were new cutting-edge exploits that you have to be on top of.

So if we get to AGI, it's a totally different story. But the way things stand now, we think that, that is fairly well insulated. And even things like authentication, these are critical consumer interactions, enabling them to do business, and it just seems like the risk is super high for somebody to try to build their own.

On the opportunity side, you have things that aren't so common now but will likely be common over the next three, four years of consumers employing agents to interact with their banks, to do shopping in retail, and that's going to increase the need for authentication far above what it is today. So over the longer run, we think there's going to be quite a bit of opportunity to deliver more value.

(Operator Instructions) At this time, I'm showing no further questions. So this does conclude the question-and-answer session. I would now like to turn it back to Joe Maxa, VP of Investor Relations, for closing remarks.

Thanks, everyone, for joining us today. We look forward to providing another update next quarter. Have a great day.

Thank you, and thank you for your participation in today's conference. This does conclude the program. You may now disconnect.