Optiva Inc. Reports Third Quarter 2025 Financial Results

Revenue of $10.1 million Total Contract Value (“TCV”)(1) bookings of $13.4 million Gross margin of 55% Adjusted EBITDA(1) loss of $3.9 million EPS loss of $ 0.91 $8.1 million of cash 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 On September 26, 2025, Optiva announced that it had entered into a strategic transaction with Qvantel that will combine the operations. The transaction is expected to close before the end of 2025. The combination of the two highly complementary product companies establishes a best-of-breed BSS vendor capable of serving the spectrum of communication service providers (CSPs). Please refer to Sedar+ or Optiva website for more details. TCV of Q3 bookings totaled $13.4 million. For the trailing twelve months, TCV of bookings totaled $68.8 million. A leading fast-growing MVNO in the APAC region selected Optiva to lead a full-stack, end-to-end BSS transformation and launch a next-generation MVNE platform. Delivered as a fully managed SaaS solution on public cloud, the platform offers scalability, simplified operations, seamless upgrades and faster deployment. Optiva BSS Platform will provide converged real-time charging and billing as well as a complete refresh of digital engagement channels, including mobile apps and customer self-care portals. The MVNO will leverage the platform's AI and advanced analytics capabilities to gain real-time business insights, deliver hyper-personalized offerings and enhance customer experiences. Móvil Éxito, the first MVNO in Colombia to be launched by a retailer and part of Grupo Éxito, renewed its BSS platform support agreement with Optiva for an additional three years. This continues the support of its SaaS, next-generation full BSS stack, Optiva BSS Platform, to deliver a converged digital experience and enable new service offerings to support innovation, increase profitability and drive customer loyalty. A Tier 1 telecom and one of the UK’s leading mobile and fixed telecommunications providers expanded its partnership with Optiva, implementing innovative B2B and B2B2X network communication services using Optiva’s latest state-of-the-art Application Server and expanding the overall architecture to scale more services in the future. Central to the initiative is the cloud-native, open-architecture service creation platform featuring Optiva's Open API framework. The expansion will enhance the operator's ability to grow cutting-edge services and create new revenue opportunities. Optiva was named a finalist for the prestigious 2025 Glotel Awards in the category of MVNO Solution of the Year. The recognition showcases how Optiva AI-enabled BSS is transforming the MVNO/E market. “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   Revenue for Q3’25 was $10.1 million. On a year-over-year basis, the change by revenue type included a $1.6 million decrease in support and subscription revenue, $0.5 million decrease in software and services revenue and $0.2 million increase in third-party software and hardware revenue. The decrease in support and subscription in the period mainly relates to the earlier-than-expected discontinuation of support by migrating customers. The decrease in software and services revenue is due to fewer software implementations. Gross margin for Q3’25 was 55% compared to 58% during the same period in 2024. The decrease in gross margin is primarily attributable to lower revenue from high-margin support and subscription services, as well as a higher amount of customizations with lower margins ordered by customers that required fulfillment, compared to the previous period. We expect our gross margins may fluctuate as our cloud-native model and product capabilities are adopted by new and existing customers in the public or private cloud in future periods. Adjusted Earnings before interest, taxes, depreciation and amortization ("EBITDA")1 for Q3 was a loss of $3.9 million as compared to a loss of $0.6 million during the same period in 2024. Net loss for Q3 was $5.7 million compared to a net loss of $3.4 million during the same period in 2024. The net loss for the three months ended September 30, 2025, was lower primarily due to lower revenue and higher operating expenses incurred during the period compared to the same period last year. The company’s higher operating expenses were mainly due to expenditure related to the announced strategic transaction. The Company ended the third quarter with a cash balance of $8.1 million (including restricted cash). (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 [email protected] Investor Relations:   [email protected] 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 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