15-Nov-2005 - Evolving Systems Restructures Debt and Adds $4.5 Million Working Capital Facility

Transactions Designed to Improve Cash Flow and Increase Financial Flexibility

ENGLEWOOD, Colorado -- Evolving Systems, Inc. (NASDAQ-EVOL), a leading provider of innovative software solutions and services to the wireless, wireline and IP carrier market, today announced it has restructured approximately $13.4 million in debt associated with its 2004 acquisition of Tertio Telecoms Ltd. The Company also announced it has added a $4.5 million working capital facility.

Under terms of the debt restructuring, the Tertio sellers agreed to exchange their long-term notes for $8.5 million in cash payments and approximately $4.9 million in unsecured subordinated notes, due in May of 2011. The Company used proceeds obtained from a five year $8.5 million senior secured term note provided by a commercial finance company to make the cash payments. The restructuring has reduced the Company's scheduled principal payments through December 31, 2007, from approximately $12.0 million to $3.0 million.

The Company also closed on a five year, $4.5 million revolving credit facility with the commercial finance company to be used for working capital and general corporate purposes.

Stephen Gartside, president and CEO, said the transactions strengthen the Company's balance sheet and give Evolving Systems increased financial flexibility to fund growth initiatives.

"The debt restructuring and the new working capital line immediately improve our working capital position and give us more operating flexibility," said Gartside. "In addition, by extending the maturity dates of our obligations, we sharply reduce our annual debt re-payments, which will contribute to improved cash flow and support our overall profitability goals."

In accordance with SEC regulations, the Company intends to file a report on Form 8K containing more details of the transaction.

Q Advisors LLC acted as financial advisor to Evolving System on the transactions.

About Evolving Systems®
Evolving Systems, Inc. (NASDAQ-EVOL) is a provider of software and services to more than 50 network operators in 38 countries worldwide. Its portfolio includes market-leading products for Activation, Mediation and Numbering Solutions. Founded in 1985, the Company has headquarters in Englewood, Colorado, with offices in the United States, United Kingdom, Germany, India and Malaysia. Further information at www.evolving.com

CAUTIONARY STATEMENT
This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, based on current expectations, estimates and projections that are subject to risk. Specifically, statements about the impact of the Company's debt restructuring and working capital facility, revenue growth and future profitability and cash and cash flow are forward-looking statements. These statements are based on our expectations and are naturally subject to uncertainty and changes in circumstances. Readers should not place undue reliance on these forward-looking statements, and the Company may not undertake to update these statements. Actual results could vary materially from these expectations. For a more extensive discussion of Evolving Systems' business, please refer to the Company's Form 10-K filed with the SEC on March 31, 2005 as well as subsequently filed Form 10-Q, and 8-K reports.

CONTACTS:
Investor Relations
Jay Pfeiffer
Pfeiffer High Investor Relations, Inc.
303.393.7044
jay@pfeifferhigh.com

Public Relations (EMEA & Asia Pacific)
Jenny Dutta
Ogilvy Public Relations Worldwide
+44 20 7309 1217
jenny.dutta@uk.ogilvypr.com

Public Relations Contact (Americas)
Dan La Russo
Ogilvy Public Relations Worldwide
212.880.5315
dan.larusso@ogilvypr.com

Evolving Systems is a registered trademark of Evolving Systems, Inc.

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