All amounts are stated in United States dollars unless otherwise indicated
TORONTO, Nov. 06, 2025 (GLOBE NEWSWIRE) -- Optiva Inc. (“Optiva” or “the Company”) (TSX:OPT), a leader in powering the telecom industry with cloud-native billing, charging and revenue management software on private and public clouds, today released its third quarter financial results for the three-month period ended September 30, 2025.
Business Highlights
“Together with Qvantel, we are forging a stronger, more agile company with greater scale, financial strength and a highly competitive portfolio of AI-enabled, best-of-breed BSS products,” said Robert Stabile, CEO of Optiva. “Since announcing our strategic transaction, our teams have been working hand in hand to bring our shared vision to life. Guided by a shared culture of trust, collaboration, commitment and care, we are already seeing tangible results, including a joint multi-country deployment for a leading CSP. This demonstrates what’s possible when our teams innovate and execute together, accelerating innovation, delivering exceptional customer value and shaping the future of AI-driven growth in the BSS market.”
For more information about Optiva, please visit: https://www.optiva.com/investors
Third Quarter 2025 Financial Results Highlights:
| Q3 Fiscal 2025 Highlights | Three Months Ended | Nine Months Ended | |||||||||
| ($ US Millions, except per share information) | September 30, | September 30, | |||||||||
| (Unaudited) | 2025 | 2024 | 2025 | 2024 | |||||||
| Revenue | 10.1 | 12.0 | 32.0 | 35.1 | |||||||
| Net Income (Loss) | (5.7 | ) | (3.4 | ) | (12.4 | ) | (15.0 | ) | |||
| Earnings (Loss) Per Share | ($0.91 | ) | ($0.54 | ) | ($2.00 | ) | ($2.42 | ) | |||
| Adjusted EBITDA(1) | (3.9 | ) | (0.6 | ) | (5.1 | ) | (4.6 | ) | |||
| Cash from (used in) operating activities | (4.8 | ) | 0.7 | (3.0 | ) | 2.5 | |||||
| Total cash, including restricted cash | 8.1 | 12.8 | 8.1 | 12.8 | |||||||
(1) EBITDA, Adjusted EBITDA, TCV and adjusted EPS are non-IFRS measures. These measures are defined in the "Non-IFRS Financial Measures" section of this news release.
Non-IFRS Measures
“EBITDA" and "Adjusted EBITDA" are not financial measures calculated and presented in accordance with International Financial Reporting Standards (IFRS) and should not be considered in isolation or as a substitute to net income (loss), operating income or any other financial measures of performance calculated and presented in accordance with IFRS, or as an alternative to cash flow from operating activities as a measure of liquidity. The Company defines EBITDA as net income (loss) excluding amounts for depreciation and amortization, other income, finance costs, finance income, income tax expense (recovery), foreign exchange gain (loss) and share-based compensation. The Company defines "Adjusted EBITDA" as EBITDA (as defined above), excluding restructuring costs, one-time provision amounts and other one-time unusual items. The Company believes that Adjusted EBITDA is a metric that investors may find useful in understanding the Company's financial position. The following table provides a reconciliation of Net Income to EBITDA and Adjusted EBITDA (in thousands of U.S. dollars).
| Three months ended, September 30, | Nine months ended, September 30, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net loss for the period | $ | (5,676 | ) | $ | (3,354 | ) | $ | (12,430 | ) | $ | (14,987 | ) | |||
| Add back / (subtract): | |||||||||||||||
| Depreciation of computer equipment | 80 | 125 | 268 | 457 | |||||||||||
| Finance income | (293 | ) | (135 | ) | (449 | ) | (460 | ) | |||||||
| Finance costs | 2,941 | 2,872 | 8,838 | 8,546 | |||||||||||
| Income tax expense (recovery) | (748 | ) | 355 | (252 | ) | 937 | |||||||||
| Foreign exchange loss (gain) | 39 | 43 | (545 | ) | 291 | ||||||||||
| Share-based compensation | (234 | ) | (501 | ) | (504 | ) | 599 | ||||||||
| EBITDA and Adjusted EBITDA | $ | (3,891 | ) | $ | (595 | ) | $ | (5,074 | ) | $ | (4,617 | ) | |||
TCV is the Total Contract Value of all bookings closed in the period.
About Optiva
Optiva Inc. is a leading provider of mission-critical, cloud-native, agentic AI-enabled revenue management software for the telecommunications industry. Its products are delivered globally on the private and public cloud. The Company's solutions help service providers maximize digital, 5G, IoT and emerging market opportunities to achieve business success. Established in 1999, Optiva Inc. is listed on the Toronto Stock Exchange (TSX:OPT). For more information, visit www.optiva.com.
Caution Concerning Forward-Looking Statement
Certain statements in this document may constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this document, such statements use such words as "may," "will," "expect," "continue," "believe," "plan," "intend," "would," "could," "should," "anticipate" and other similar terminology. Forward-looking statements in this document include statements regarding the Company's "qualified pipeline", the TCV of the qualified pipeline and the Company's expectations regarding future revenues.
We draw your attention to the "Risks and Uncertainties" section of the Company's management's discussion and analysis for the quarter ended September 30, 2025, and to note 1 of our consolidated financial statements, which indicates the existence of material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. The Company had a working capital deficit (current assets less current liabilities) of $108.5 million as at September 30, 2025 (December 31, 2024 – working capital deficit of $94.8 million), reflecting the inclusion of the 9.75% secured PIK toggle debentures due July 20, 2025 (the “Debentures”) as a current liability. The Debentures in the amount of $108.6 million as of September 30, 2025, had a maturity date of July 20, 2025. The Company had insufficient cash to meet its obligations upon maturity of the Debentures on July 20, 2025. The Company’s board of directors formed a special committee of independent directors (the “Special Committee”) that actively engaged with strategic third parties, including key holders of the Debentures, for purposes of evaluating strategic alternatives, including a potential transaction, to optimize outcomes for the business, our people, and our customers. On July 18, 2025, the Company entered into a Support Agreement with the Debentureholders. The Support Agreement provided the Company with a 45-day grace period to allow the Special Committee to conclude negotiations with the Debentureholders and prospective merger counterparties regarding a potential transaction. During the grace period, Debentureholders, who are party to the Support Agreement, agreed to forbear from exercising any of their rights or remedies in connection with any payment default occurring from the scheduled maturity of the Debentures on July 20, 2025. On September 26, 2025, the Company announced that it entered into an arrangement agreement (“Arrangement Agreement”) with Qvantel, a global leader in digital BSS, pursuant to which Qvantel will acquire all of the issued and outstanding common shares of Optiva and the US$108.6 million principal amount of 9.75% secured PIK toggle debentures (the “Debentures”) plus accrued interest will be cancelled in exchange for a combination of cash consideration, new notes of Qvantel, shares of Qvantel and warrants to purchase additional shares of Qvantel (the “Transaction”). The Transaction will be completed pursuant to a plan of arrangement under the Canada Business Corporations Act. In connection with the Transaction, (a) certain significant shareholders and each of directors and executive officers of Optiva, holding in the aggregate approximately 67.0% of the issued and outstanding common shares of Opitva, have entered into voting support agreements with Qvantel, pursuant to which they have agreed to, among other things, vote all of their shares in favour of the Transaction, and (b) certain holders of Debentures, holding in the aggregate 83.5% of the issued and outstanding Debentures, have entered into voting support agreements with Optiva and Qvantel, pursuant to which they have agreed to, among other things, (i) vote all of their Debentures in favour of the Transaction, and (ii) forbear from exercising rights and remedies under the Debentures and not to accelerate or enforce repayment of any of the Debentures. Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Transaction will be completed in December 2025. Upon closing of the Transaction, it is expected that Optiva’s Shares will be delisted from the Toronto Stock Exchange and that Optiva will cease to be a reporting issuer under applicable Canadian securities laws. The Company’s ability to continue its operations is dependent upon its ability to implement the Transaction or refinance the Debentures or implement other financial alternatives including other sources of financing through debt or equity, however there is no assurance that the conditions to the Transaction will be satisfied or waived or that the Transaction will be completed on the terms contemplated or at all, or that other financial alternatives will be available. These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
These statements are forward-looking as they are based on our current expectations, as at November 6, 2025, about our business and the markets we operate in and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations include the risk that the Company will not secure contracts with customers that are included in its qualified pipeline, the risk that existing customers may decrease their spend with the Company and other risks that are discussed in the Company's most recent Annual Information Form, available on SEDAR at www.sedar.com and Optiva's website at https://www.optiva.com/investors/. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Optiva does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
For additional information, please contact:
Media Contact:
Misann Ellmaker
media@optiva.com
Investor Relations:
investors-relations@optiva.com
| OPTIVA Inc. | |||||||
| Condensed Consolidated Interim Statements of Financial Position | |||||||
| (Expressed in thousands of U.S. dollars) | |||||||
| (Unaudited) | |||||||
| September 30, | December 31, | ||||||
| 2025 | 2024 | ||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 6,582 | $ | 10,217 | |||
| Trade accounts and other receivables | 5,038 | 7,229 | |||||
| Unbilled revenue | 9,484 | 9,292 | |||||
| Prepaid expenses | 1,584 | 1,994 | |||||
| Income taxes receivable | 411 | 346 | |||||
| Other assets | 1,612 | 1,034 | |||||
| Total current assets | 24,711 | 30,112 | |||||
| Restricted cash | 1,512 | 843 | |||||
| Computer Equipment | 417 | 571 | |||||
| Deferred income taxes | 438 | 475 | |||||
| Other assets | 3,436 | 2,712 | |||||
| Long-term unbilled revenue | 641 | 384 | |||||
| Pension and other long-term employment benefit plans | 3,738 | 2,773 | |||||
| Goodwill | 32,271 | 32,271 | |||||
| Total assets | $ | 67,164 | $ | 70,141 | |||
| Liabilities and Shareholders' Equity (Deficit) | |||||||
| Current liabilities: | |||||||
| Trade payables | $ | 1,563 | $ | 1,940 | |||
| Accrued liabilities | 17,245 | 14,229 | |||||
| Income taxes payable | 1,902 | 3,367 | |||||
| Deferred revenue | 3,922 | 2,688 | |||||
| Debentures | 108,575 | 102,701 | |||||
| Total current liabilities | 133,207 | 124,925 | |||||
| Deferred revenue | 340 | 64 | |||||
| Other liabilities | 1,130 | 1,768 | |||||
| Deferred income taxes | 101 | 126 | |||||
| Total liabilities | 134,778 | 126,883 | |||||
| Shareholders' equity (deficit): | |||||||
| Share capital | 270,760 | 270,746 | |||||
| Contributed surplus | 15,221 | 15,309 | |||||
| Deficit | (360,992 | ) | (348,562 | ) | |||
| Accumulated other comprehensive income | 7,397 | 5,765 | |||||
| Total shareholders' equity (deficit) | (67,614 | ) | (56,742 | ) | |||
| Total liabilities and shareholders' equity (deficit) | $ | 67,164 | $ | 70,141 | |||
| OPTIVA Inc. | |||||||||||||||
| Condensed Consolidated Interim Statements of Comprehensive Income (loss) | |||||||||||||||
| (Expressed in thousands of U.S. dollars, except per share and share amounts) | |||||||||||||||
| (Unaudited) | |||||||||||||||
| Three months ended, September 30 | Nine months ended, September 30, | ||||||||||||||
| 2024 | 2024 | 2025 | 2024 | ||||||||||||
| Revenue: | |||||||||||||||
| Support and subscription | $ | 6,346 | $ | 7,858 | $ | 20,261 | $ | 22,620 | |||||||
| Software AG licenses, services and other | 3,761 | 4,118 | 11,690 | 12,453 | |||||||||||
| 10,107 | 11,976 | 31,951 | 35,073 | ||||||||||||
| Cost of revenue | 4,570 | 4,977 | 13,906 | 14,893 | |||||||||||
| Gross profit | 5,537 | 6,999 | 18,045 | 20,180 | |||||||||||
| Operating expenses: | |||||||||||||||
| Sales and marketing | 1,771 | 2,078 | 5,843 | 7,342 | |||||||||||
| General and administrative | 4,159 | 1,487 | 7,685 | 7,130 | |||||||||||
| Research and development | 3,344 | 3,653 | 9,356 | 11,381 | |||||||||||
| 9,274 | 7,218 | 22,884 | 25,853 | ||||||||||||
| Loss from operations | (3,737 | ) | (219 | ) | (4,839 | ) | (5,673 | ) | |||||||
| Foreign exchange gain (loss) | (39 | ) | (43 | ) | 545 | (291 | ) | ||||||||
| Finance income | 293 | 135 | 450 | 460 | |||||||||||
| Finance costs | (2,941 | ) | (2,872 | ) | (8,838 | ) | (8,546 | ) | |||||||
| Loss before income taxes | (6,424 | ) | (2,999 | ) | (12,682 | ) | (14,050 | ) | |||||||
| Income tax expense (recovery): | |||||||||||||||
| Current | (747 | ) | 369 | (259 | ) | 1,048 | |||||||||
| Deferred | (1 | ) | (14 | ) | 7 | (111 | ) | ||||||||
| (748 | ) | 355 | (252 | ) | 937 | ||||||||||
| Net loss | (5,676 | ) | (3,354 | ) | (12,430 | ) | (14,987 | ) | |||||||
| Other comprehensive income: | |||||||||||||||
| Items that will not be reclassified | |||||||||||||||
| to net income: | |||||||||||||||
| Actuarial gain on pension and non-pension | |||||||||||||||
| post-employment benefit plans, net of income | |||||||||||||||
| tax expense of nil: | 1,632 | 1,732 | 1,632 | 1,732 | |||||||||||
| Total comprehensive loss | $ | (4,044 | ) | $ | (1,622 | ) | $ | (10,798 | ) | $ | (13,255 | ) | |||
| Net loss per common share | |||||||||||||||
| Basic | $ | (0.91 | ) | $ | (0.54 | ) | $ | (2.00 | ) | $ | (2.42 | ) | |||
| Diluted | (0.91 | ) | (0.54 | ) | (2.00 | ) | (2.42 | ) | |||||||
| Weighted average number of | |||||||||||||||
| common shares (thousands): | |||||||||||||||
| Basic | 6,235 | 6,213 | 6,220 | 6,202 | |||||||||||
| Diluted | 6,235 | 6,213 | 6,220 | 6,202 | |||||||||||
| OPTIVA Inc. | |||||||||||||||
| Condensed Consolidated Interim Statements of Cash Flows | |||||||||||||||
| (Expressed in thousands of U.S. dollars) | |||||||||||||||
| (Unaudited) | |||||||||||||||
| Three months ended, September 30 | Nine months ended September 30, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Cash provided by (used in): | |||||||||||||||
| Operating activities: | |||||||||||||||
| Net loss for the period | $ | (5,676 | ) | $ | (3,354 | ) | $ | (12,430 | ) | $ | (14,987 | ) | |||
| Adjustments for: | |||||||||||||||
| Depreciation of property and equipment | 80 | 125 | 268 | 457 | |||||||||||
| Finance income | (293 | ) | (135 | ) | (449 | ) | (460 | ) | |||||||
| Finance costs | 2,941 | 2,872 | 8,838 | 8,546 | |||||||||||
| Pensions | (168 | ) | (164 | ) | 1,186 | (1,028 | ) | ||||||||
| Income tax expense | (748 | ) | 355 | (252 | ) | 937 | |||||||||
| Unrealized foreign exchange (gain) / loss | (83 | ) | (13 | ) | (512 | ) | (387 | ) | |||||||
| Share-based compensation | (234 | ) | (501 | ) | (504 | ) | 599 | ||||||||
| Change in non-cash operating working capital | (451 | ) | 1,853 | 2,032 | 7,204 | ||||||||||
| (4,632 | ) | 1,038 | (1,823 | ) | 881 | ||||||||||
| Interest paid | - | (2 | ) | (2 | ) | (8 | ) | ||||||||
| Interest received | 219 | 116 | 358 | 402 | |||||||||||
| Income taxes received (paid) | (404 | ) | (434 | ) | (1,488 | ) | 1,220 | ||||||||
| (4,817 | ) | 718 | (2,955 | ) | 2,495 | ||||||||||
| Financing activities: | |||||||||||||||
| Interest paid on Debentures | - | (5,018 | ) | - | (10,104 | ) | |||||||||
| - | (5,018 | ) | - | (10,104 | ) | ||||||||||
| Investing activities: | |||||||||||||||
| Purchase of property and equipment | (61 | ) | - | (119 | ) | (381 | ) | ||||||||
| Decrease (increase) in restricted cash | (75 | ) | 244 | (669 | ) | 252 | |||||||||
| (136 | ) | 244 | (788 | ) | (129 | ) | |||||||||
| Effect of foreign exchange rate changes | |||||||||||||||
| on cash and cash equivalents | 89 | 9 | 108 | 385 | |||||||||||
| Decrease in cash and cash equivalents | (4,864 | ) | (4,047 | ) | (3,635 | ) | (7,353 | ) | |||||||
| Cash and cash equivalents, beginning of period | 11,446 | 16,336 | 10,217 | 19,642 | |||||||||||
| Cash and cash equivalents, end of period | $ | 6,582 | $ | 12,289 | $ | 6,582 | $ | 12,289 | |||||||