Interim / Quarterly Report • Nov 5, 2018
Interim / Quarterly Report
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| Q3 2018 snapshot |
Contents | ||||
|---|---|---|---|---|---|
| • Revenues of EUR 126.2 million |
Q3 2018 snapshot | 2 | |||
| IFRS pro forma operating income1 of • EUR 6.8 million (5.4 % of revenues) |
Profile | 2 | |||
| • IFRS operating income of EUR |
5.0 million and |
Q3 2018 IFRS Financial Highlights |
3 | ||
| IFRS net income of EUR 3.9 million |
Nine-month group management report | ||||
| Net liquidity2 of negative EUR • 38.7 million at September 30, 2018 Profile ADVA Optical Networking is a company founded on innovation and driven to help our customers succeed. |
Forward-looking statements Business development and operational performance Net assets and financial position Events after the balance sheet date Risk report Outlook |
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| For over two decades, our technology has empowered networks across the globe. We are continually developing breakthrough hardware and software that leads the networking industry and creates new business opportunities. It is these open connectivity solutions that enable our customers to deliver the cloud and mobile services that are vital to today's society and for imagining new tomorrows. Together, we are building a truly connected and sustainable future. |
Nine-month IFRS consolidated financial statements Consolidated statement of financial position (unaudited) Consolidated income statement (unaudited) Consolidated statement of comprehensive income (unaudited) Consolidated cash flow statement (unaudited) Consolidated statement of changes in stockholders' equity (unaudited) Notes to the condensed interim consolidated financial statements (unaudited) Declaration of compliance with the German Corporate Governance Code Affirmative declaration of the legal representatives |
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| Shareholder information | 37 38 |
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| Corporate information | 39 |
1 Pro forma operating income is calculated prior to non-cash charges related to the stock compensation programs and amortization and impairment of goodwill and acquisition-related intangible assets. Additionally, expenses related to restructuring measures are not included.
2 Net liquidity is calculated by subtracting current and non-current financial liabilities as well as current and non-current finance lease obligations from cash and cash equivalents.
| Management | inancial | Shareholder | ||
|---|---|---|---|---|
| Highlights | Repor' | otatements | Information | Int |
| (in thousands | ||||||
|---|---|---|---|---|---|---|
| of EUR, except | Q3 | Q3 | 9M | 9M | ||
| earnings per share) | 2018 | 2017 | Change | 2018 | 2017 | Change |
| Revenues | 126,178 | 111,173 | 13% | 370,468 | 397,233 | -7% |
| Pro forma | ||||||
| cost of goods sold | -78,874 | -72,066 | -9% | -233,512 | -265,321 | 12% |
| Pro forma | ||||||
| gross profit | 47,304 | 39,107 | 21% | 136,956 | 131,912 | 4% |
| Pro forma | ||||||
| S&M expenses | -14,515 | -14,348 | -1% | -45,238 | -44,912 | -1% |
| Pro forma | ||||||
| G&A expenses | -7,640 | -8,230 | 7% | -25,907 | -25,278 | -2% |
| Pro forma | ||||||
| R&D expenses | -26,219 | -26,751 | 2% | -80,521 | -81,166 | 1% |
| Income from | ||||||
| capitalization of | ||||||
| development expenses | 7,060 | 8,566 | -18% | 22,898 | 30,761 | -26% |
| Other operating income | ||||||
| and expenses, net | 786 | 850 | -8% | 6,972 | 3,709 | 88% |
| Pro forma | ||||||
| operating income | ||||||
| (loss)1 | 6,776 | -806 | 941% | 15,160 | 15,026 | 1% |
| Amortization of | ||||||
| intangible assets from | ||||||
| acquisitions | -1,395 | -1,389 | - | -4,115 | -2,947 | -40% |
| Stock comp. exp. | -359 | -896 | 60% | -1,061 | -1,577 | 33% |
| Restructuring expenses | -28 | -8,393 | 100% | -1,327 | -8,393 | 84% |
| Operating income | ||||||
| (loss) | 4,994 | -11,484 | 143% | 8,657 | 2,109 | 310% |
| Interest income and | ||||||
| expenses, net | -364 | -176 | -107% | -1,027 | -450 | -128% |
| Other financial | ||||||
| gains and losses, net | 100 | -190 | 153% | -522 | -2,616 | 80% |
| Income (loss) | ||||||
| before tax | 4,730 | -11,850 | 140% | 7,108 | -957 | 843% |
| Income tax benefit | ||||||
| (expense), net | -822 | -2,139 | 62% | -1,063 | -2,323 | 54% |
| Net income (loss) | 3,908 | -13,989 | 128% | 6,045 | -3,280 | 284% |
| Earnings per share in | ||||||
| EUR | ||||||
| basic | 0.08 | -0.28 | 0.12 | -0.07 | ||
| diluted | 0.08 | -0.28 | 0.12 | -0.07 |
| (in thousands of EUR) | Sep. 30, | Dec. 31, | |
|---|---|---|---|
| 2018 | 2017 | Change | |
| Cash and cash equivalents | 53,949 | 58,376 | -8% |
| Inventories | 80,100 | 81,694 | -2% |
| Goodwill | 69,914 | 68,167 | 3% |
| Capitalized R&D expenses | 86,442 | 85,175 | 1% |
| Other intangible assets | 32,251 | 36,785 | -12% |
| Total intangible assets | 188,607 | 190,127 | -1% |
| Other assets | 157,432 | 133,822 | 18% |
| Total assets | 480,088 | 464,019 | 3% |
| Stockholders' equity | 238,608 | 227,021 | 5% |
| Q3 | Q3 | 9M | 9M | |||
|---|---|---|---|---|---|---|
| (in thousands of EUR) | 2018 | 2017 | Change | 2018 | 2017 | Change |
| Cash flow from | ||||||
| operating activities | 9,508 | -25,858 | 137% | 33,229 | 9,380 | 254% |
| Gross capital | ||||||
| expenditures for property, | ||||||
| plant and equipment and | ||||||
| other intangible assets | -4,544 | -3,140 | -45% | -10,189 | -10,989 | 7% |
| (in thousands of EUR) | Sep. 30, 2018 |
Dec. 31, 2017 |
Change |
|---|---|---|---|
| Net liquidity | -38,656 | -38,185 | -1% |
| Working capital3 | 131,020 | 123,828 | 6% |
| Q3 20184 |
Q3 20174 |
Verän | |
| Days sales outstanding | 68 | 64 | derung -6% |
| Inventory turn-over (times/year) | 3.9 | 4.3 | -9% |
| Days payable outstanding | 51 | 67 | -24% |
| Sep. 30, | Dec. 31, | |
|---|---|---|
| 2018 | 2017 | Change |
| 1,862 | 1,894 | -2% |
3 Working capital is defined as trade accounts receivable plus inventories minus trade accounts payable.
4 Twelve-month rolling.
| 1.7 Highlights |
nagement | inancia | renolde: mation ntor |
υυι αις natior |
|---|---|---|---|---|
The numbers discussed in this unaudited interim group management report are based on the interim consolidated financial statements under IFRS (condensed as per IAS 34 Interim Financial Reporting).
In the following, ADVA Optical Networking SE as a company is labeled "the company" or "ADVA SE". "ADVA Optical Networking", "the group" or "ADVA group" always refer to the ADVA Optical Networking group.
This interim group management report of ADVA Optical Networking SE contains forward-looking statements using words such as "believes", "anticipates" and "expects" to describe expected revenues and earnings, anticipated demand for optical networking solutions, internal estimates and liquidity. These forward-looking statements are based on the beliefs of the Management Board and respective assumptions made, and involve a number of unknown risks, uncertainties and other factors, many of which are beyond ADVA Optical Networking's control. If one or more of these uncertainties or risks materializes, or if the underlying assumptions of the Management Board prove incorrect, actual results can differ materially from those described in or inferred from forward-looking statements and information. Unknown risks and uncertainties are discussed in the "risk report" section of the group management report 2017.
Revenues represent one of the four key performance indicators for ADVA Optical Networking. The group's revenues in 9M 2018 amounted to EUR 370.5 million and were EUR 26.8 million or 6.7% below revenues of EUR 397.2 million in 9M 2017. Compared to EUR 123.8 million reported in Q2 2018 revenue in Q3 2018 slightly increased by 2.0% auf EUR 126.2 million, whereas compared to the respective year-ago quarter revenues improved significantly by EUR 15.0 million.
The revenue decline compared to 9M 2017 is solely due to changes in the first two quarters of 2018. In the first two quarters of 2017, ADVA Optical Networking achieved high volume of revenues with major ICP-customers in the US. These revenues lacked in the first half of 2018 and thus revenues decreased on a 9M basis albeit the growth shown in Q3 2018. The increase of revenues from previous quarter as well as Q3 2017 is driven by solid demand from all regions, both from network operators and large companies. The revenue contribution of internet content providers remained at a similar level as in Q2 2018.
In 9M 2018, Europe, the Middle East and Africa (EMEA) was once again the most important sales region, followed by Americas and Asia-Pacific. Year-on-year, sales in EMEA decreased to EUR 182.7 million in 9M 2018 compared to EUR 199.8 million in 9M 2017, where the year-ago 9M period was exceptionally strong in EMEA. ADVA Optical Networking continues to perform well in this region, and is thriving with a broad, loyal customer base and mature partnering strategy. Revenues in Americas declined significantly by 20.6% from EUR 176.5 million in 9M 2017 to EUR 140.2 million in 9M 2018. As already mentioned above, this decline resulted from the greatly reduced order volume from one of the major internet content providers. In the Asia-Pacific region, sales increased materially to EUR 47.6 million in 9M 2018 compared to EUR 20.9 million in 9M 2017, reflecting good business with MRV's customer base.
| $\cdots$ | $-$ | |
|---|---|---|
| Highlight and the state of the state of |
(in millions of EUR and relative to total revenues)
Since ADVA Optical Networking is only active in a single operating segment, which is the development, production and marketing of optical networking solutions, a further breakdown of revenues is not relevant.
| (in millions of EUR, except earnings per share) |
9M 2018 |
Portion of revenues |
9M 2017 |
Portion of revenues |
|---|---|---|---|---|
| Revenues | 370.5 | 100.0% | 397.2 | 100.0% |
| Cost of goods sold | -236.5 | 63.8% | -272.4 | 68.6% |
| Gross profit | 134.0 | 36.2% | 124.8 | 31.4% |
| Selling and marketing expenses | -47.2 | 12.7% | -46.6 | 11.7% |
| General and | ||||
| administrative expenses | -26.3 | 7.1% | -27.1 | 6.8% |
| Research and | ||||
| development expenses | -58.8 | 15.9% | -52.7 | 13.3% |
| Other operating income and | ||||
| expenses, net | 7.0 | 1.9% | 3.7 | 0.9% |
| Operating income | 8.7 | 2.3% | 2.1 | 0.5% |
| Interest income and expenses, net | -1.0 | -0.3% | -0.5 | -0.1% |
| Other financial gains (losses), net | -0.6 | -0.1% | -2.6 | -0.6% |
| Income before tax | 7.1 | 1.9% | -1.0 | -0.2% |
| Income tax benefit (expense), net | -1.1 | 0.3% | -2.3 | -0.6% |
| Net income (loss) |
6.0 | 1.6% | -3.3 | -0.8% |
| Earnings per share | ||||
| in EUR | ||||
| Basic | 0.12 | -0.07 | ||
| Diluted | 0.12 | -0.07 |
Cost of goods sold decreased by EUR 35.9 million to EUR 236.5 million in 9M 2018 mainly due to decreased revenues and customer- and product-mix in the current period. Cost of goods sold include amortization charges for capitalized development projects which decreased from EUR 23.2 million in 9M 2017 to EUR 21.8 million in 9M 2018.
Gross profit increased from EUR 124.8 million in 9M 2017 to EUR 134.0 million in 9M 2018, which led to an improved gross margin of 36.2% in 9M 2018 after 31.4% in 9M 2017. The increase in gross margin in 9M 2018 is driven by a disproportional decrease in cost of goods sold compared to the decrease in revenue mainly due to customer- and product-mix in the current quarter.
Selling and marketing expenses in 9M 2018 were EUR 47.2 million, slightly above the EUR 46.6 million reported in 9M 2017 and representing 12.7% and 11.7% of revenues, respectively. ADVA Optical Networking continues to invest in post-sales customer service and intensified direct-touch activities with those key customers served via indirect distribution channels. Establishing direct contact enables the group to work more closely with its end customers and better understand their specific requirements, which in turn helps in developing suitable products.
General and administrative expenses at EUR 26.3 million in 9M 2018 were slightly down compared to EUR 27.1 million reported in 9M 2017, representing 7.1% and 6.8% of revenues, respectively.
At EUR 58.8 million in 9M 2018, R&D expenses were above the EUR 52.7 million seen in 9M 2017, comprising 15.9% and 13.3% of revenues, respectively. Gross R&D expenses decreased to EUR 81.7 million in 9M 2018 compared to EUR 83.5 million reported in 9M 2017. At the same time, income from capitalization of development expenses decreased strongly from EUR 30.8 million in 9M 2017 to EUR 22.9 million in 9M 2018. The capitalization rate in 9M 2018 amounted to 28.0%, significantly below the 36.8% reported in 9M 2017.
In 9M 2018, total operating costs increased from EUR 122.7 million in 9M 2017 to EUR 125.3 million in 9M 2018, representing 30.9% and 33.8% of revenues, respectively. The increase mainly relates to higher personnel expenses due to additional employees considered related to the acquisition of MRV group as well as lower capitalization of development expenses. The increase was partly compensated by positive effects from prior period restructuring measures.
ADVA Optical Networking reported a significant increase in operating income of EUR 8.7 million in 9M 2018 after EUR 2.1 million in 9M 2017. This increase is largely due to improved gross margin combined with a slight increase of operating expenses.
Pro forma operating income1 represents one of the four key performance indicators for ADVA Optical Networking. As pro forma operating income excludes non-cash charges related to stock compensation and business combinations as well as expenses related to restructuring measures, the management board of ADVA Optical Networking believes that pro forma operating income is a more appropriate measure than operating income when benchmarking the group's operational performance against other telecommunications equipment providers. In 9M 2018, ADVA Optical Networking reported a pro forma operating income of EUR 15.2 million after EUR 15.1 million in 9M 2017, representing 4.1% and 3.8% of revenues, respectively.
Beyond the operating result, net interest expenses of EUR 1.0 million (9M 2017: EUR 0.5 million) and net other financial losses of EUR 0.6 million (9M 2017: net other financial losses of EUR 2.6 million) relating to the revaluation of foreign currency assets and liabilities and the result on hedging instruments, impacted the net income before tax in 9M 2018.
In 9M 2018, the group reported an income tax expense of EUR 1.1 million after an income tax expense of EUR 2.3 million in 9M 2017. The income tax expenses in both periods result from the application of the expected tax rate to the relevant income before tax of the respective entity of the ADVA Optical Networking group.
Especially the increase of operating result in the current period resulted in ADVA Optical Networking reporting a higher net income of EUR 6.0 million in 9M 2018 after a net loss of EUR 3.3 million in 9M 2017.
In 9M 2018, ADVA Optical Networking reported decreased revenues compared to 9M 2017 which combined with the positive development of the gross margin resulted in an improved operating result. Furthermore, due to lower financial losses as well as lower tax expenses ADVA Optical Networking managed to increase its net income significantly.
| Management | inancial | mai renolde. |
orporal. | |
|---|---|---|---|---|
| Highlights . |
Repor | tement. | Information | mation |
ADVA Optical Networking's total assets increased by EUR 16.1 million from EUR 464.0 million at year-end 2017 to EUR 480.1 million at the end of September 2018.
| (in millions of EUR) | Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Current assets | 248.7 | 232.6 |
| Non-current assets | 231.4 | 231.4 |
| Total assets | 480.1 | 464.0 |
| Current liabilities | 134.3 | 184.8 |
| Non-current liabilities | 107.2 | 52.2 |
| Stockholders' equity | 238.6 | 227.0 |
| Total equity and liabilities | 480.1 | 464.0 |
Current assets at EUR 248.7 million at the end of 9M 2018 were EUR 16.1 million higher than the EUR 232.6 million reported at the end of 2017 and comprised 51.8% of the balance sheet total after 50.1% at the end of 2017. The increase in current assets is mainly driven by higher trade accounts receivable by EUR 22.7 million to EUR 104.0 million. Days sales outstanding increased to 67.8 days in 9M 2018, compared to the 60.5 days reported in 12M 2017. This effect was partly compensated by a reduction of EUR 4.4 million in cash and cash equivalents and of EUR 1.6 million in inventories at the end of 9M 2018. Inventory turns remained stable at 4.1 times in 9M 2018 and 12M 2017.
Non-current assets remained stable at EUR 231.4 million on September 30, 2018. Within noncurrent assets deferred tax assets increased by EUR 1.0 million. Moreover, goodwill increased by EUR 1.7 million mainly due to foreign currency effects and capitalized development projects increased by EUR 1.3 million. At the same time, other intangible assets decreased by EUR 4.5 million.
Meaningful additional assets belonging to ADVA Optical Networking are the broad and global customer base of several hundred service providers and thousands of enterprises, the ADVA Optical Networking brand, the vendor and partner relationships and a highly motivated and skilled global team. These assets are not included in the balance sheet. Customer satisfaction as measured by the Net Promoter Score5 represents one of the group's four key performance indicators, highlighting the value of sustainable relationships with customers to ADVA Optical Networking.
On the equity and liabilities side, current liabilities decreased by EUR 50.5 million from EUR 184.8 million on December 31, 2017, to EUR 134.3 million on September 30, 2018, primarily related to a reduction of current bank loans by EUR 63.6 million. Moreover, other current liabilities decreased by EUR 9.0 million to EUR 17.9 million at the end of September 2018, largely driven by variable compensation for prior periods paid out in 9M 2018. Trade accounts payable at EUR 53.1 million were strongly above the EUR 39.2 million reported at the end of 2017. Days payable outstanding were at 52.0 days in 9M 2018 compared to 58.7 days in 12M 2017. The increase in trade accounts payable is driven by the timing of material purchases. At the same time, current provisions increased by EUR 2.9 million as employees' variable compensation entitlement for 2018 has been included on a pro rata basis. Contract liabilities amount to EUR 14.8 million on September 30, 2018 and compare to EUR 15.1 million at year-end 2017. Due to the first-time adoption of IFRS 15 in 2018, this position besides deferred revenues includes other contractual obligations related to revenues amounting to EUR 0.1million.
three groups: promoters (9-10 rating), passives (7-8 rating), and detractors (0-6 rating). The percentage of detractors is then subtracted from the percentage of promoters to obtain a Net Promoter Score.
5 The Net Promoter Score is obtained by asking customers a single question on a 0 to 10 rating scale: "How likely is it that you would recommend our company to a friend or colleague?" Based on their responses, customers are categorized into one of
| nuar | ۱аι | - | 11116 | |
|---|---|---|---|---|
| --- |
Non-current liabilities increased from EUR 52.2 million at year-end 2017 to EUR 107.2 million at the end of September 2018. The increase mainly relates to higher financial liabilities from bank loans by EUR 59.6 million due to the contracting of a syndicated loan for refinancing of existing bridge loans. Further details on the new loan are included in note (14).
Stockholders' equity increased from EUR 227.0 million reported on December 31, 2017, to EUR 238.6 million on September 30, 2018. The equity ratio was at 49.7% on September 30, 2018, after 48.9% on December 31, 2017, while the non-current assets ratio amounted to 103.1% and 98.1%, respectively with stockholders' equity fully covering the non-current assets.
| Balance sheet ratios (in %) |
Sep. 30, 2018 |
Dec. 31, 2017 |
|
|---|---|---|---|
| Equity ratio | Stockholders' equity Total assets |
49.7 | 48.9 |
| Non-current asset ratio | Stockholders' equity Non-current assets |
103.1 | 98.1 |
| Liability structure | Current liabilities Total liabilities |
55.6 | 78.0 |
Capital expenditures for additions to property, plant and equipment in 9M 2018 at EUR 9.1million, strongly increased compared to the EUR 7.3 million seen in 9M 2017. The investments mainly relate to technical equipment and machinery.
Capital expenditures for intangible assets of EUR 24.0 million in 9M 2018 were significantly down from EUR 34.5 million in 9M 2017. This total mainly consists of capitalized development projects of EUR 22.9 million in 9M 2018 after EUR 30.8 million in 9M 2017 and capital expenditures for other intangible assets of EUR 1.1 million in 9M 2018 after EUR 3.7 million in 9M 2017.
| Cash flow | ||||
|---|---|---|---|---|
| (in millions of EUR) | 9M | Portion of | 9M | Portion of |
| 2018 | cash | 2017 | cash | |
| Operating cash flow | 33.2 | 61.6% | 9.4 | 16.4% |
| Investing cash flow | -32.9 | 61.0% | -78.7 | 137.8% |
| Financing cash flow | -4.8 | 8.9% | 41.7 | 73.1% |
| Net effect of foreign currency | ||||
| translation on cash and cash | ||||
| equivalents | 0.1 | 0.1% | -0.1 | 0.2% |
| Net change in cash and cash | ||||
| equivalents | -4.4 | 8.2% | -27.7 | 48.5% |
| Cash and cash | ||||
| equivalents at the | ||||
| beginning of the period | 58.4 | 108.2% | 84.9 | 148.5% |
| Cash and cash equivalents at | ||||
| the | ||||
| end of the period | 54.0 | 100.0% | 57.2 | 100.0% |
Cash flow from operating activities was positive EUR 33.2 million in 9M 2018, after positive EUR 9.4 million reported in 9M 2017. In 9M 2018 as well as 9M 2017, the change in operating cash flow was largely driven by a higher net income before tax and by the change in working capital. The increase compared to 9M 2017 was largely driven by an improved income before tax as well as lower cash outflows for financing of working capital.
| 1.7 Highlights |
adement ۱аι |
-inancia. | enolai | |
|---|---|---|---|---|
| men | iation | |||
Cash flow from investing activities amounted to negative EUR 32.9 million in 9M 2018 after negative EUR 78.7 million in 9M 2017. In the prior year funds related to the acquisition of MRV group were included. Moreover, the decrease is due to lower investments in intangible assets.
Finally, net cash outflows of EUR 4.8 million were reported from financing activities in 9M 2018, after cash inflows for financing activities EUR 41.7 million reported in 9M 2017. In 9M 2018, the outflows mainly resulted from scheduled servicing of existing debts, partly offset by taking up of new debt. The cash inflow in 9M 2017 was mainly due to taking up of a new loan related to the MRV acquisition.
Overall, including the net effect of foreign currency translation of positive EUR 0.1 million in 9M 2018, cash and cash equivalents decreased by EUR 4.4 million, from EUR 58.4 million at the end of December 2017 to EUR 54.0 million on September 30, 2018.
ADVA Optical Networking's financial management objective is to provide sufficient funds to ensure ongoing operations and to support the group's future growth. Beyond the strong equity base appropriate for the growing business, ADVA Optical Networking finances its business by means of liabilities with maturities typically exceeding the life of the assets being financed. For any liability taken, ADVA Optical Networking is focused on minimizing related interest cost, as long as access to funds is not at risk. Excess funds are generally used to redeem existing debt.
| Financial liabilities | Sep. 30, |
Dec. 31, |
|---|---|---|
| (in millions of EUR) | 2018 | 2017 |
| Current financial liabilities | 15.5 | 79.1 |
| Non-current financial liabilities | 77.1 | 17.5 |
| Total financial liabilities | 92.6 | 96.6 |
Total financial liabilities decreased by EUR 4.0 million. While the current portion was down by EUR 63.6 million, the non-current portion increased by EUR 59.6 million at the end of September 2018 due to the financing activities.
On September 30, 2018, the group had available EUR 10.0 million of undrawn committed borrowing facilities (December 31, 2017: EUR 8.0 million).
Net liquidity2 represents one of the four key performance indicators for ADVA Optical Networking. Mainly due to the decrease in cash and cash equivalents ADVA Optical Networking's net liquidity decreased from negative EUR 38.2 million at year-end 2017 to negative EUR 38.6 million at the end of September 2018. Cash and cash equivalents on September 30, 2018, and on December 31, 2017, were invested mainly in EUR, USD and GBP. At the end of September 2018 and at the end of December 2017, EUR 0.3 million of cash and cash equivalents was restricted, each.
| Net liquidity | Sep. 30, |
Dec. 31, |
|---|---|---|
| (in millions of EUR) | 2018 | 2017 |
| Cash and cash equivalents | 54.0 | 58.4 |
| - financial liabilities |
||
| current | -15.5 | -79.1 |
| non-current | -77.1 | -17.5 |
| Net liquidity | -38.6 | -38.2 |
| 1.7 $\mathbf{R}$ |
Management | ·inancia. | Shareholder | corporate |
|---|---|---|---|---|
| Highlights | Repor | tatement. | nformation | Information |
ADVA Optical Networking's liquidity ratios are as follows:
| Financing ratios | Sep. 30, 2018 |
Dec. 31, 2017 |
|
|---|---|---|---|
| Cash ratio | Cash and cash equivalents Current liabilities |
0.40 | 0.32 |
| Quick ratio | Monetary current assets* Current liabilities |
1.18 | 0.76 |
| Current ratio | Current assets Current liabilities |
1.85 | 1.26 |
* Monetary current assets are defined as the sum of cash and cash equivalents, short-term investments and securities and trade accounts receivable.
Return on capital employed in 9M 2018 was at positive 3.8%, up from positive 0.9% reported in 9M 2017. This development is mainly due to the strongly increased operating result in 9M 2018.
| Return on capital employed (ROCE) (base data in millions of EUR) |
9M 2018 |
9M 2017 |
|
|---|---|---|---|
| Operating income | 8.7 | 2.1 | |
| Average total assets* | 469.3 | 472.1 | |
| Average current liabilities* | 166.8 | 146.3 | |
| ROCE | Operating income, annualized Ø total assets - Ø current liabilities |
3.8% | 0.9% |
* Arithmetic average of the quarterly balance sheet values
(Dec. 31 of the previous year, Mar. 3, Jun. 30 and Sep. 30 of the current year).
Transactions with related individuals and legal entities are discussed in note (29) to the ninemonth consolidated interim financial statements.
The net assets and financial position of ADVA Optical Networking continues to be solid in 9M 2018 especially due to the successful refinancing activities in Q3 2018. In 9M 2018, cash and cash equivalents decreased and net liquidity declined compared to year-end 2017.
There were no events after the balance sheet date that impacted the financial position of the group on September 30, 2018, or its financial performance for the reporting period then ended. Similarly, there were no events considered material for disclosure.
ADVA Optical Networking's future development is subject to various general and group-specific risks, which in certain cases can also endanger the group's continued existence. Unknown risks, uncertainties and other factors are discussed in the "risk report" section of the 2017 Annual Report.
Q3 2018 represents the fourth consecutive quarter of sequential growth. Solid profitability confirms that the company is on the right track. The forecast for the current fourth quarter continues to point to sequential growth as well as an increase on the same quarter of 2017. At the beginning of the year, the company had communicated the objective of achieving moderate annual sales growth in 2018. As already described in the six-month report, this target has become a real challenge due to revenues being weaker than expected in the first half of the year. Only in the case of an exceptionally strong fourth quarter will it be possible to reach or surpass the fullyear revenues of 2017. The positive order intake and the overall positive mood among numerous important customers, however, provide solid backdrop for a good fourth quarter. In terms of profitability, the company remains fully committed to the outlook for the year as a whole. Measured in terms of pro forma operating income as a percentage of sales, the profitability of the group is expected to rise to a mid-single-digit level.
While the discussions about trade barriers are becoming more and more real and some are already reality, the digitization of all ecosystems continues to advance inexorably. The global megatrends cloud and mobility continue to drive demand for a scalable, secure and environmentally sustainable communications infrastructure. ADVA's claim to be a trusted partner for open network solutions, true to its motto "Connecting, extending and assuring the cloud," positions the company as an attractive network supplier in key growth markets. The combination of application-optimized innovation, short development and delivery times, a broad and growing customer base and a balanced distribution model differentiates ADVA from comparable companies and ensures a profitable, sustainable business model.
• The digitalization of society is progressing. More and more applications for daily life are migrating to the cloud. Thus, the strategic importance of a reliable, global and secure communication infrastructure is growing. The construction and expansion of fiberbased infrastructure is set to accelerate even further. Specialists in optical networking and transmission technology such as ADVA will benefit from this development.
• The virtualization of network functions (network functions virtualization, NFV) is changing the business models of network operators. Thanks to NFV, network operators can now largely decouple their services portfolio from the underlying hardware. A universal and programmable infrastructure consisting of transmission technology and servers forms the future-proof foundation on which both current as well as future communication services can be mapped. Telecommunications and data services are added as virtual network functions on an as-neededbasis, independent of the deployed hardware. In the future, providers will be able to react quickly to customer inquiries, benefit from new trends and provide innovative, customer-optimized services in a timely manner and on a global scale.
In addition to the FSP 150 product family, it is ADVA's Ensemble software solution that provides additional market differentiation. NFV is driving convergence in the markets for access solutions and expanding ADVA's addressable market. The group sees potential for numerous new customer wins and a higher proportion of software sales in this area.
• Security in information technology is becoming increasingly important and more stringent data protection requirements are impacting on the cloud. The company expects a regionalization in the technical implementation of the data centers and in the selection of the corresponding suppliers. ADVA is the leading European specialist in transmission technology and a reliable partner for thousands of companies. Its ConnectGuard™ security portfolio provides customers with comprehensive protection in different network scenarios and brings numerous competitive advantages. ADVA, as a European company with strong visibility and presence with data center and network operators worldwide, is well positioned in this field.
• The strategic importance of synchronization technology continues to increase. The progressive expansion of mobile networks towards LTE-Advanced (4.5G), as well as the efforts of network operators to prepare for the fifth generation of mobile technology (5G), exacerbate requirements regarding time and frequency synchronization in networks. ADVA's Oscilloquartz product portfolio is industry-leading, winning numerous sync bid tenders in 2017, and promises to outperform revenue growth and margins in 2018.
• The acquisition of MRV broadens ADVA's customer base worldwide and creates access to networks where the group was previously not present. With ADVA covering a much wider range of applications than MRV, the group can now offer more solutions to MRV customers. As a result, there is a chance that additional network applications in the MRV customer base can be addressed and thus more revenue generated. Overall, the number of network suppliers on the market has declined significantly in recent years. As a result of this market consolidation, ADVA's position in the global environment has improved, and the company's profile as a European specialist and reliable partner for innovative network technology is now even sharper.
While the outlook for the global economy is clouding due to impending trade wars, digitalization continues to advance at a relentless pace. The global megatrends cloud and mobility continue to drive demand for scalable, secure and environmentally sustainable communications infrastructure. ADVA's commitment to be a trusted partner for connecting, extending and assuring the cloud is positioning the company as an attractive supplier in important growth markets. The combination of application-optimized innovation, short development and delivery times, a broad and growing customer base, and a balanced distribution model distinguishes ADVA from comparable companies and ensures a profitable business model.
| Highlights | Management | Financial | Shareholder |
|---|---|---|---|
| Report | statements | Information | |
Based on these factors and considering planning parameters such as personnel and currency exchange rates, ADVA's management board expects the group to grow revenues in the second half of the year in a high single digit percentage range. Under this assumption, the management board further expects its full year 2018 pro forma operating income1 to increase in the mid-singledigit percentage range. Net liquidity2 in 2017 was reduced through the acquisition of MRV. The management board expects an increase from the current level with a gradual return to positive levels in 2019. The group will continue to selectively invest in product development, technology and revenue-generating opportunities. In addition, the management board expects, due to the continued focus on innovation, quality and service, that customer satisfaction measured by 2018's Net Promoter Score3 will once again be at high positive levels of minimum 40%. Actual results may differ materially from expectations if risks materialize or the underlying assumptions prove unrealistic. The major risks facing ADVA are discussed in the "Risk report" section.
Meiningen, October 23, 2018
Brian Protiva Christoph Glingener
Ulrich Dopfer Scott St. John
| (in thousands of EUR) | Note | Sep. 30, | Dec. 31, |
|---|---|---|---|
| 2018 | 2017 | ||
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | (8) | 53,949 | 58,376 |
| Trade accounts receivable | (9) | 103,987 | 81,327 |
| Contract Asset | 356 | n/a | |
| Inventories | (10) | 80,100 | 81,694 |
| Tax assets | 1,483 | 1,438 | |
| Other current assets | (11) | 8,838 | 9,804 |
| Total current assets | 248,713 | 232,639 | |
| Non-current assets | |||
| Property, plant and equipment | (12) | 27,276 | 26,898 |
| Goodwill | (12) | 69,914 | 68,167 |
| Capitalized development projects | (13) | 86,442 | 85,175 |
| Intangible assets acquired in business | |||
| combinations | (13) | 27,182 | 30,505 |
| Other intangible assets | (13) | 5,069 | 6,280 |
| Deferred tax assets | 11,661 | 10,614 | |
| Other non-current assets | (11) | 3,831 | 3,741 |
| Total non-current assets | 231,375 | 231,380 | |
| Total assets | 480,088 | 464,019 | |
| (in thousands of EUR) | Note | Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|---|
| Equity and liabilities | |||
| Current liabilities | |||
| Financial liabilities | (14) | 15,500 | 79,061 |
| Trade accounts payable | (15) | 53,067 | 39,193 |
| Advance payments received | - | 93 | |
| Other provisions | (16) | 24,935 | 21,994 |
| Tax liabilities | 4,833 | 2,536 | |
| Contract liabilities | (5), (17) | 14,766 | n/a |
| Refund liabilities | (5), (17) | 3,313 | n/a |
| Deferred revenues | - | 15,062 | |
| Other current liabilities | (15) | 17,856 | 26,812 |
| Total current liabilities | 134,270 | 184,751 | |
| Non-current liabilities | |||
| Financial liabilities | (14) | 77,105 | 17,500 |
| Provisions for pensions and similar | |||
| employee benefits | 6,603 | 5,822 | |
| Other provisions | (16) | 1,557 | 1,478 |
| Deferred tax liabilities | 13,998 | 16,867 | |
| Contract liabilities | (5), (17) | 6,323 | n/a |
| Deferred revenues | - | 7,402 | |
| Other non-current liabilities | (15) | 1,624 | 3,178 |
| Total non-current liabilities | 107,210 | 52,247 | |
| Total liabilities | 241,480 | 236,998 | |
| Stockholders' equity entitled to the | |||
| owners of the parent company | (18) | ||
| Share capital | |||
| (Conditional capital EUR 4,973 thousand; prior year | |||
| EUR 4,576 thousand) | 49,900 | 49,736 | |
| Capital reserve | 315,597 | 314,019 | |
| Accumulated deficit | -131,371 | -126,970 | |
| Net income (loss) | 6,045 | -4,228 | |
| Accumulated other | |||
| comprehensive income (loss) | -1,563 | -5,536 | |
| Total stockholders' equity | 238,608 | 227,021 | |
| Total equity and liabilities | 480,088 | 464,019 |
| Management $\cdots$ Highlights |
-inancial | Shareholder | Corporate | |
|---|---|---|---|---|
| Report | Statements | Information | Information |
| (in thousands of EUR, except earnings per share | Note | Q3 | Q3 | 9M | 9M |
|---|---|---|---|---|---|
| and number of shares) | 2018 | 2017 | 2018 | 2017 | |
| Revenues Cost of goods sold |
(19) | 126,178 -79,783 |
111,173 -77,991 |
370,468 -236,491 |
397,233 -272,412 |
| Gross profit | 46,395 | 33,182 | 133,977 | 124,821 | |
| Selling and marketing expenses | -15,120 | -15,437 | -47,164 | -46,568 | |
| General and administrative expenses | -7,728 | -9,866 | -26,346 | -27,078 | |
| Research and development expenses | -19,339 | -20,213 | -58,782 | -52,775 | |
| Other operating income | (20) | 1,000 | 916 | 7,422 | 4,157 |
| Other operating expenses | (20) | -214 | -66 | -450 | -448 |
| Operating income | 4,994 | -11,484 | 8,657 | 2,109 | |
| Interest income | (21) | 39 | 46 | 169 | 136 |
| Interest expenses | (21) | -403 | -222 | -1,196 | -586 |
| Other financial gains and losses, net | (22) | 100 | -190 | -522 | -2,616 |
| Income (loss) before tax | 4,730 | -11,850 | 7,108 | -957 | |
| Income tax benefit (expense), net | (23) | -822 | -2,139 | -1,063 | -2,323 |
| Net income entitled to the owners of the | |||||
| parent company | 3,908 | -13,989 | 6,045 | -3,280 | |
| Earnings per share in EUR | |||||
| basic | 0.08 | -0.28 | 0.12 | -0.07 | |
| diluted | 0.08 | -0.28 | 0.12 | -0.07 | |
| Weighted average number of shares for | |||||
| calculation of earnings per share | |||||
| basic | 49,846,515 | 49,672,481 | 49,774,427 | 49,573,949 | |
| diluted | 50,270,410 | 49,672,481 | 50,198,322 | 49,573,949 |
| Management $\cdots$ Highlights Report |
- mancial | hareholde | orporate. | |
|---|---|---|---|---|
| tatement | Information |
| Q3 | Q3 | 9M | 9M | |
|---|---|---|---|---|
| (in thousands of EUR) | 2018 | 2017 | 2018 | 2017 |
| Net income entitled to the owners of the parent company | 3,908 | -13,989 | 6,045 | -3,280 |
| Items that possibly get reclassified to profit or loss in future periods | ||||
| Exchange differences on translation of foreign operations | 605 | -2,888 | 6,273 | -6,396 |
| Items that do not get reclassified to profit or loss in future periods | ||||
| Remeasurement of defined benefit plans | - | - | -2,300 | -2,544 |
| Total comprehensive income (loss) entitled to the owners of the parent company | 4,513 | -16,877 | 10,018 | -12,220 |
Remeasurement of defined benefit plans is regularly done at year-end. Thus, in 9M 2018 no effects from remeasurement were recognized.
In 9M 2018 and 9M 2017 no items were reclassified (recycled) from comprehensive income to profit or loss.
| (in thousands of EUR) | Note | Q3 2018 |
Q3 2017 |
9M 2018 |
9M 2017 |
|---|---|---|---|---|---|
| Cash flow from operating activities | |||||
| Income (loss) before tax | 4,730 | -11,850 | 7,108 | -957 | |
| Adjustments to reconcile income | |||||
| (loss) before tax to net cash provided by operating activities |
|||||
| Non-cash adjustments Amortization of non- current assets Loss from disposal of property, plant and |
12,831 | 15,876 | 36,571 | 35,012 | |
| equipment and | |||||
| intangible assets | 4 | 51 | 253 | 283 | |
| Stock compensation expenses |
359 | 896 | 1,061 | 1,577 | |
| Other non-cash income | |||||
| and expenses (net) | 229 | 3 | 818 | 1,369 | |
| Foreign currency exchange | |||||
| differences | -336 | -1,239 | 656 | -3,737 | |
| Changes in assets and liabilities Decrease (increase) in |
|||||
| trade accounts receivable | -8,072 | 13,583 | -22,906 | 4,665 | |
| Decrease (increase) in | |||||
| inventories | -3,837 | -5,673 | 1,594 | 9,796 | |
| Decrease (increase) in other assets |
474 | 1,274 | 718 | 3,019 | |
| Increase (decrease) in | |||||
| trade accounts payable | 2,702 | -30,013 | 13,874 | -38,874 | |
| Increase (decrease) in | |||||
| provisions | 884 | -2,839 | 3,418 | 3,703 | |
| Increase (decrease) in | |||||
| other liabilities | 278 | -6,417 | -8,082 | -5,049 | |
| Income tax paid | -738 | 490 | -1,854 | -1,427 | |
| Net cash provided by operating | |||||
| activities | 9,508 | -25,858 | 33,229 | 9,380 |
| (in thousands of EUR) | Note | Q3 2018 |
Q3 2017 |
9M 2018 |
9M 2017 |
|---|---|---|---|---|---|
| Cash flow from investing activities |
|||||
| Proceeds from government grants Investment in property, |
- | - | - | 90 | |
| plant and equipment | (12) | -4,142 | -2,370 | -9,130 | -7,277 |
| Investment in intangible assets Net cash paid in the acquisition of |
(13) | -7,462 | -9,336 | -23,957 | -34,473 |
| affiliated companies | - | -37,198 | - | -37,198 | |
| Interest received | 42 | 43 | 158 | 128 | |
| Net cash used in | |||||
| investing activities | -11,562 | -48,861 | -32,929 | -78,730 | |
| Cash flow from | |||||
| financing activities | |||||
| Proceeds from capital increase and | |||||
| exercise of stock options | (18) | 509 | 106 | 655 | 829 |
| Payments received from financial | |||||
| liabilities Cash repayment of |
(14) | -520 | 55,000 | 75,730 | 55,000 |
| financial liabilities | (14) | -3,125 | -3,751 | -79,688 | -13,127 |
| Interest paid | -569 | -401 | -1,520 | -940 | |
| Net cash provided by/ (used in) | |||||
| financing activities | -3,705 | 50,954 | -4,823 | 41,762 | |
| Net effect of foreign currency | |||||
| translation on cash and | |||||
| cash equivalents | 52 | 141 | 96 | -133 | |
| Net change in | |||||
| cash and cash equivalents | -5,707 | -23,624 | -4,427 | -27,721 | |
| Cash and cash equivalents | |||||
| at the beginning of the period | 59,656 | 80,774 | 58,376 | 84,871 | |
| Cash and cash equivalents at the end of the period |
53,949 | 57,150 | 53,949 | 57,150 | |
| $\cdots$ | Management | Financial | Shareholde: | Corporal |
|---|---|---|---|---|
| Highlights | kepor: | Statements | Information | information |
| (in thousands of EUR, except number of shares) | Share capital | Net income (loss) and |
Accumulated other |
Total stockholders' equity entitled to |
||
|---|---|---|---|---|---|---|
| Number | accumulated | comprehensive | the owners of the | |||
| of shares | Par value | Capital reserve | deficit | income (loss) | parent company | |
| Balance on January 1, 2017 | 49,498,934 | 49,499 | 312,305 | -126,970 | 4,113 | 238,947 |
| Capital increase, including exercise of stock options | 185,115 | 185 | 644 | 829 | ||
| Stock options outstanding | 1,062 | 1,062 | ||||
| Net income | -3,280 | -3,280 | ||||
| Exchange differences on translation of foreign | ||||||
| operations | -6,396 | -6,396 | ||||
| Remeasurement of defined benefit plans | - | - | - | -2,544 | -2,544 | |
| Total comprehensive income | - | - | - | -3,280 | -8,940 | -12,220 |
| Balance on September 30, 2017 |
49,684,049 | 49,684 | 314,011 | -130,250 | -4,827 | 228,618 |
| Balance on December 31, 2017 |
49,735,549 | 49,736 | 314,019 | -131,198 | -5,536 | 227,021 |
| Transition effect from first-time adoption of IFRS 9 |
-173 | -173 | ||||
| Balance on January 1, 2018 |
49,735,549 | 49,736 | 314,019 | -131,371 | -5,536 | 226,848 |
| Capital increase, including exercise of stock options | 164,077 | 164 | 491 | 655 | ||
| Stock options outstanding | 1,087 | 1,087 | ||||
| Net income | 6,045 | 6,045 | ||||
| Exchange differences on translation of foreign | ||||||
| operations | 6,273 | 6,273 | ||||
| Remeasurement of defined benefit plans | -2,300 | -2,300 | ||||
| Total comprehensive income | 6,045 | 3,973 | 10,018 | |||
| Balance on September 30, 2018 |
49,899,626 | 49,900 | 315,597 | -125,326 | -1,563 | -238,608 |
| $\cdots$ Highlights |
nagement | · inancial | enoide , | orporate |
|---|---|---|---|---|
| Repor | ement | ation | ||
(1) Information about the company and the group
ADVA Optical Networking SE (hereinafter referred to as "the company" or "ADVA SE"), Märzenquelle 1-3, 98617 Meiningen, Germany is a Societas Europaea, registered as HRB 508155 at the commercial register in Jena. The company's headquarters are in Fraunhoferstrasse 9a, 82152 Martinsried/Munich, Germany.
The ADVA Optical Networking group (hereinafter referred to as "ADVA Optical Networking", the "group" or "ADVA group") develops, manufactures and sells optical and Ethernet-based networking solutions to telecommunications carriers and enterprises to deliver data, storage, voice and video services.
Telecommunications service providers, private companies, universities and government agencies worldwide use the group's systems. ADVA Optical Networking sells its product portfolio both directly and through an international network of distribution partners.
(2) Basis of preparation and accounting policies
The group's consolidated interim financial statements for the period ended September 30, 2018, are prepared in accordance with IAS 34. The condensed interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the group's annual financial statements per December 31, 2017.
The condensed interim consolidated financial statements for the period ended September 30, 2018, have neither been audited nor subject to a limited review by the group auditor PricewaterhouseCoopers GmbH, Wirtschaftsprüfungsgesellschaft, Munich.
The condensed interim consolidated financial statements are presented in EUR. Unless otherwise stated, all amounts quoted are in thousands of EUR. The balance sheet is broken down into current and non-current assets and liabilities. The classification of income and expenses in the income statement is based on their function within the entity. Where items on the balance sheet and in the income statement are summarized in the interest of clarity, this is explained in the notes to the consolidated financial statements. The additional disclosure requirements to comply with section 315 e paragraph 1 of the German Commercial Code (Handelsgesetzbuch, HGB) are all met.
The interim financial statements of the individual subsidiaries of the holding company ADVA Optical Networking SE, as subsumed in the condensed interim consolidated financial statements, are all prepared using the same accounting and valuation policies and the same balance sheet date.
The result of the nine-month period through September 30, 2018, cannot be extrapolated to the result of the full year 2018.
The accounting policies followed are consistent with those of the prior financial year, except for the adoption of new and amended IFRSs and interpretations (IFRICs) during 9M 2018.
In 9M 2018, following standards and interpretations have been adopted for the first time.
| Standard | Topic | First-time adoption* |
Expected impact on the financial position and performance |
|---|---|---|---|
| IFRS 9 |
Financial Instruments | ||
| (2014) | Jan. 1, 2018 |
See note (4) | |
| IFRS 15 including relevant |
Revenue from Contracts | ||
| clarifications | with Customers | Jan. 1, 2018 |
See note (5) |
| Amendments to IFRS 2 |
Share-based Payment | Jan. 1, 2018 |
none |
| Amendments to IFRS 4 |
Insurance Contracts regarding implementation of IFRS 9 |
Jan. 1, 2018 |
none |
| Annual improvements 2016 |
The improvements include changes to: IAS 28 – Investments in Associates and Joint Ventures IFRS 12 – Disclosure of Interests in Other Entities as well as editorial amendments to IFRS 1 |
Jan. 1, 2018 |
none |
| IFRIC 22 |
Foreign Currency Transactions and Advance |
||
| Considerations | Jan. 1, 2018 |
none | |
| Amendments to IAS 40 |
Investment Property | Jan. 1, 2018 |
none |
New accounting requirements not yet applied
The IASB and the IFRIC have issued further Standards and Interpretations in 2018 and previous years that are not applicable for the financial year 2018. In addition, the first-time adoption is partially still subject to endorsement by the EU.
| Standard | Topic | First-time adoption* |
Expected impact on the financial position and performance |
|---|---|---|---|
| IFRS 16 |
Leases | Jan. 1, 2019 |
under review |
| IFRS 17 |
Insurance contracts | Jan. 1, 2021 | none |
| Amendments to IFRS 9 |
Prepayment features with negative compensation |
Jan. 1, 2019 |
none |
| Amendments to IAS 19 |
Plan amendment, curtailment or settlement |
Jan. 1, 2019 |
none |
| Amendments to IAS 28 |
Long term interest in associates and joint ventures |
Jan. 1, 2019 |
none |
| Annual improvements 2017 |
The improvements include changes to: IFRS 3/IFRS 11 – Business combinations/joint ventures IAS 12 – Income taxes IAS 23 – Borrowing costs |
Jan. 1, 2019 |
under review |
| IFRIC 23 |
Uncertainty over income tax | Jan. 1, 2019 |
under review |
| Framework | Amendments to references to the conceptual framework in IFRS standards |
Jan. 1, 2020 |
under review |
* To be applied in the first reporting period of a financial year beginning on or after this date.
* To be applied in the first reporting period of a financial year beginning on or after this date.
Adjustments and changes due to the first-time adoption of IFRS 9 and IFRS 15 are explained in notes (4) and (5).
On January 13, 2016, the IASB published IFRS 16 Leases regarding accounting of lease contracts. The new standard will replace IAS 17 and all related interpretations and implements a consistent lease accounting model. Hence, lessees will have to recognize assets (right to use) and lease liabilities for all lease contracts with terms over 12 months. The current analysis showed that the group has facility and office rents as well as lease contracts for company cars that will have to be recognized as lease assets in the future. Furthermore, no multi-component contracts or other contracts requiring recognition according to IFRS 16 exist. The company does not intent to enter in any such contracts in the future. At present, ADVA Optical Networking reviews the potential impact of the application of IFRS 16 on its consolidated financial statements. The standard will be adopted for financial years starting January 1, 2019 and will apply the modified retrospective approach.
Besides the described standards, the adoption of new or revised standards and interpretations – from today's perspective – will not have a material impact on the financial position and performance of the group. The group does not plan an early adoption of these standards.
(4) Changes due to first-time adoption of IFRS 9
From 2018, the first-time application of IFRS 9 results in changes in the classification and valuation of other investments and trade accounts receivable. Prior year information has not been adjusted.
Investments currently classified as available for sale financial asset will be accounted for as financial asset at fair value through profit and loss in future reporting periods. The values reported according to IAS 39 regulations for available for sales instruments represent the fair value according to IFRS 9.
From 2018, trade accounts receivable that are subject to an agreement for sale of accounts receivable will also be recognized at fair value through profit and loss. They will be presented as a separate item in the notes to the financial statements. Due to the short-term nature of these receivables the carrying amount corresponds with the fair value at the reporting date.
Regarding financial liabilities no changes applied due to the first-time adoption of IFRS 9. Thus, no transition effects are reported regarding financial liabilities.
The following table highlights changes related to valuation categories of financial assets due to the first-time adoption of IFRS 9:
| In thousands of EUR |
Valuation category | Carrying amount | |||
|---|---|---|---|---|---|
| IAS 39 | IFRS 9 | IAS 39 | IFRS 9 | difference | |
| Cash and cash equivalents | LaR*) | AC*) | 58,376 | 58,376 | - |
| AC*) | 79,828 | 79,655 | -173 | ||
| Trade accounts receivable | LaR*) | FVTPL*) | 1,499 | 1,499 | - |
| Other current and non current financial assets |
LaR*) | AC*) | 6,121 | 6,121 | - |
| Derivatives without hedging relationships |
FVTPL*) | FVTPL*) | 12 | 12 | - |
| Investments | AfS*) | FVTPL*) | 1,374 | 1,374 | - |
| Total active financial | |||||
| instruments on Jan. 1, |
147,210 | 147,037 | -173 | ||
| 2018 |
*) LaR: loans and receivables; AC: at amortized cost; FVTPL: at fair value through profit or loss; AfS: available for sale
The carrying amounts of financial assets have been adjusted as follows:
| In thousands of EUR |
AC *) (LaR 2017) |
AfS at cost *) (only 2017) |
FVTPL*) | Total financial assets |
|---|---|---|---|---|
| Amount on Dec. 31, 2017 according to IAS 39 |
145,824 | 1,374 | 12 | 147.210 |
| Revaluation according to IFRS 9 |
-173 | - | - | -173 |
| Reclassification from von LaR to FVTPL |
-1,499 | - | 1,499 | - |
| Reclassification from AfS at cost to FVTPL |
- | -1,374 | 1,374 | - |
| Amount on Jan. 1, 2018 according to IFRS 9 |
144,152 | - | 2,885 | 147,037 |
| Highlights | iadement . -------------- |
·inancia A DISPOSSIBLE CONSTRUCTION |
enolde: a mana mana mata sa mana mana na mana mana a mana mana |
|
|---|---|---|---|---|
| cenor' | 'emen' | matioi | ||
The new impairment model changes the calculation of impairment from an incurred loss model to an expected credit loss model. ADVA Optical Networking calculates the impairment according to IFRS 9 based on the simplified approach on the basis of a Provisions Matrix.
Due to the first-time adoption of IFRS 9 impairment of trade accounts receivable as of January 1, 2018, have been increased by EUR 173 thousand. The transition effect has been reported in retained earnings.
| In thousands of EUR |
|
|---|---|
| Impairment | |
| As of Dec. 31, 2017, according to IAS 39 |
788 |
| IFRS 9 transition effect | 173 |
| As of Jan. 1, 2018, according to IFRS 9 |
961 |
As of January 1, 2018, no impairment charges applied for other financial assets and contract assets according to IFRS 15. Impairment charges at the current reporting date are explained in the notes to the respective assets if applicable.
(5) Changes due to the first-time adoption of IFRS 15
IFRS 15 requires separate presentation of contract assets and contract liabilities in the balance sheet. As of January 1, 2018, this resulted in reclassifications of receivables, in relation to service contracts and contract liabilities in relation to expected volume discounts, rights to return and a customer loyalty program which have formerly been included in other balance sheet line items. Following items were identified and illustrate reclassifications as of January 1, 2018:
The preparation of the group's interim financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities on the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future.
Discussed below are the key judgments and assumptions concerning the future and other key sources of estimation of uncertainty on the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the current financial year.
Initial capitalization of costs is based on management's judgment that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation of the assets, discount rates to be applied and the expected period of benefits. See note (13) for the carrying amounts involved.
The group assesses whether there are any indicators of impairment for all non-financial assets on each reporting date. Goodwill and other indefinite life intangibles are tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. When value-in-use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash generating unit and choose a suitable discount rate to calculate the present value of these cash flows. See note (12) and (13) for the carrying amounts involved.
Pension and similar post-employment obligations as well as the related expenses are recognized based on actuarial calculations. The actuarial valuation of the present value of pension obligations depends on several assumptions regarding the discount rate, the expected salary increase rate, the expected pension trend, and life expectancy. If changes in the assumptions regarding the valuation parameters are required, the future amounts of the pension obligations as well as the pension benefit costs may be affected materially.
The group measures the cost of equity-settled and cash-settled transactions with employees by reference to the fair value of the equity instruments on the date at which they are granted or on the balance sheet date. Estimating fair value requires determining the most appropriate valuation model for a grant of equity instruments, which is dependent on the terms and conditions of the grant. This also requires determining the expected life of the option, volatility and dividend yield, as well as further assumptions.
Significant estimates are involved in the determination of provisions related to warranty costs and legal proceedings. The estimate of warranty claims is based on historic data and is extrapolated into the future. Legal proceedings often involve complex legal issues and are subject to substantial uncertainties. Accordingly, management exercises considerable judgment in determining whether there is a present obligation as a result of a past event at the end of the reporting period, whether it is more likely than not that such a proceeding will result in an outflow of resources and whether the amount of the obligation can be reliably estimated. Other provisions are described in note (16).
| $\cdots$ Highlights |
$- \cdot$ inancial |
enolde: | |
|---|---|---|---|
| ∍ment | natior nг |
matior' | |
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expenses already recorded. The group establishes provisions, based on reasonable estimates, 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. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective group company's domicile.
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available to utilize these losses. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.
(7) Changes in scope of consolidation
In 9M 2018, the following adjustments to the preliminary purchase price allocation from the acquisition of MRV Communications group have been considered resulting in a total decrease of goodwill amounting to EUR 131 thousand at the date of the acquisition (August 12, 2017).
The valuation of obligation for outstanding vacation days has been adjusted. This resulted in an increase of the liability for outstanding vacation days of EUR 324 thousand (USD 381 thousand) and a respective increase in goodwill from the acquisition.
Deferred tax assets on loss carry-forwards amounting to EUR 4,365 thousand (USD 5,135 thousand) have been considered in the opening balance sheet. Moreover, at the same date a provision for tax risks amounting to EUR 3,910 thousand (USD 4,601 thousand) has been considered. In total these adjustments resulted in a decrease of goodwill from the acquisition.
Thereby the analysis of tax and other balance sheet positions of MRV group at the date of the acquisition has been finalized.
(8) Cash and cash equivalents
Cash and cash equivalents include the following amounts to which ADVA Optical Networking has only limited access:
| (in thousands of EUR) | Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Amounts pledged as security | 304 | 277 |
On September 30, 2018, cash of EUR 1,794 thousand (December 31, 2017: EUR 1,491 thousand) is held in China and is subject to local exchange control regulations. These local exchange control regulations provide for restrictions on exporting capital from the country, other than through normal dividends.
Cash at banks earns interest at floating rates based on daily bank deposit rates.
On September 30, 2018, the group had EUR 10,000 thousand available (on December 31, 2017: EUR 8,000 thousand) of undrawn committed borrowing facilities in respect of which all conditions had been met.
The development of the bad debt allowance for trade accounts receivable, that are not subject to factoring, is as follows:
| (in thousands of EUR) | |
|---|---|
| As of Dec. 31, 2017, according to IAS 39 |
788 |
| IFRS 9 transition effect |
173 |
| As of Jan. 1, 2018, according to IFRS 9 |
961 |
| Increase | 344 |
| Release | -61 |
| Exchange rate differences | -89 |
| As of Sep. 30, 2018 |
1,155 |
In 9M 2018, additions to the bad debt allowance amounting to EUR 344 thousand are reported in selling and marketing expenses in the income statement. Releases are included in other operating income.
On September 30, 2018 and December 31, 2017 there were no material off balance sheet credit risks.
On September 30, 2018, trade accounts receivables amounting to EUR 3,072 thousand are included, for which one agreement for the sale of accounts receivable exists (December 31, 2017: EUR 1,684 thousand). As a result of this agreement, interest expenses of EUR 91 thousand were incurred in 9M 2018 (9M 2017: EUR 108 thousand).
(10) Inventories
In 9M 2018, write-downs amounting to EUR 4,185 thousand (9M 2017: EUR 4,745 thousand) were recognized as expense within costs of goods sold. This amount includes reversals of earlier writedowns in the amount of EUR 379 thousand (9M 2017: EUR 383 thousand) due to higher selling and input prices.
In 9M 2018 and 9M 2017, material costs of EUR 168,966 thousand and EUR 207,105 thousand, respectively, have been recognized.
On September 30, other current assets can be analyzed as follows:
| (in thousands of EUR) | Sep. 30, |
Dec. 31, |
|---|---|---|
| 2018 | 2017 | |
| Non-financial assets | ||
| Prepaid expenses | 3,726 | 3,723 |
| Receivables due from tax authorities | 1,499 | 1,881 |
| Other | 1,063 | 408 |
| Total current non-financial assets | 6,288 | 6,012 |
| Financial assets Government grant allowances |
||
| for research projects Positive fair values of |
2,240 | 2,630 |
| derivative financial instruments | 3 | 12 |
| Other | 307 | 1,150 |
| Total current financial assets | 2,550 | 3,792 |
| 8,838 | 9,804 |
Other current assets are non-interest-bearing and are generally due within 0 to 60 days.
Further disclosures on derivative financial instruments are given in note (22).
On September 30, other non-current assets can be analyzed as follows:
| (in thousands of EUR) | Sep. 30, |
Dec. 31, |
|---|---|---|
| 2018 | 2017 | |
| Non-financial assets | ||
| Other | 41 | 26 |
| Total non-current non-financial assets | 41 | 26 |
| Financial assets Investments Government grant allowances |
1,374 | 1,374 |
| for research projects Other |
385 2,031 |
618 1,723 |
| Total non-current financial assets | 3,790 | 3,715 |
| 3,831 | 3,741 |
On September 30, 2018 and December 31, 2017, no impairment on non-current non-financial assets has been recognized.
Investments relate to 7.9% of the shares of Saguna Networks Ltd. Nesher, Israel, held by ADVA Optical Networking SE (prior year: 7.9% of the shares). The investment is recognized at cost as this according to current information corresponds to the fair value of the investment.
On September 30, 2018 and December 31, 2017, government grants for thirteen research projects are recognized. These public grants relate to programs promoted by the EU and national governments. The commitments are partly subject to standard conditions that have been met to date.
(12) Property, plant and equipment
Property, plant and equipment can be analyzed as follows:
| (in thousands of EUR) | Sep. 30, |
Dec. 31, |
|---|---|---|
| 2018 | 2017 | |
| Land and buildings | 6,255 | 6,941 |
| Technical equipment and machinery | 17,519 | 17,102 |
| Factory and office equipment | 2,293 | 2,615 |
| Assets under construction | 1,209 | 240 |
| 27,276 | 26,898 |
| Financia |
|---|
| Statemen |
In 9M 2018 and 9M 2017, there were neither impairments nor write-backs of property, plant and equipment impaired in prior years.
In 9M 2018, the group has not received any cash payments for government grants related to purchases (9M 2017: EUR 90 thousand). Based on grant notifications no historical costs have been deducted in 9M 2018 (9M 2017: nil).
(13) Capitalized development projects, intangible assets acquired in business combinations and other intangible assets
The table below summarizes the carrying amounts:
| (in thousands of EUR) | Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Capitalized development projects Intangible assets acquired in business |
86,442 | 85,175 |
| combinations | 27,182 | 30,505 |
| Other intangible assets | 5,069 | 6,280 |
| 118,693 | 121,960 |
In 9M 2018, borrowing costs of EUR 263 thousand (9M 2017: EUR 347 thousand) were capitalized related to development projects with an expected duration of more than 12 months. Borrowing costs were capitalized at the weighted average rate of the financial liabilities of 1.7%.
Intangible assets acquired in business combinations can be analyzed as follows:
| (in thousands of EUR) | Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Purchased technology Fisec | 484 | 702 |
| Purchased hardware technology Overture | 1,410 | 2,203 |
| Purchased software technology Overture | 2,707 | 3,226 |
| Purchased technology MRV | 7,392 | 8,239 |
| Brand Ensemble | 96 | 128 |
| Purchased customer relationships OSA | 35 | 85 |
| Purchased customer relationships Overture | 3,554 | 3,917 |
| Purchased customer relationships MRV | 11,504 | 12,005 |
| 27,182 | 30,505 |
Amortization of intangible assets with a finite useful life comprises:
| (in thousands of EUR) | Q3 2018 |
Q3 2017 |
9M 2018 |
9M 2017 |
|---|---|---|---|---|
| Capitalized development | ||||
| projects | 7,712 | 11,417 | 21,633 | 23,175 |
| Intangible assets acquired in | ||||
| business combinations | 1,395 | 1,389 | 4,115 | 2,947 |
| Other intangible assets | 824 | 510 | 2,348 | 1,448 |
| 9,931 | 13,316 | 28,096 | 27,570 |
Amortization of intangible assets acquired in business combinations can be analyzed as follows:
| (in thousands of EUR) | Q3 2018 |
Q3 2017 |
9M 2018 |
9M 2017 |
|---|---|---|---|---|
| Purchased technology Biran | - | 27 | - | 83 |
| Purchased technology Time4 | ||||
| Systems | - | 392 | - | 456 |
| Purchased technology FiSEC | 73 | 73 | 218 | 218 |
| Purchased hardware technology | ||||
| Overture | 264 | 264 | 793 | 793 |
| Purchased software technology | ||||
| Overture | 173 | 173 | 519 | 519 |
| Purchased technology MRV | 381 | 197 | 1,109 | 197 |
| Brand Ensemble | 11 | 11 | 32 | 32 |
| Purchased customer | ||||
| relationships OSA | 17 | 71 | 51 | 71 |
| Purchased customer | ||||
| relationships Overture | 167 | 17 | 488 | 54 |
| Purchased customer | ||||
| relationships MRV | 309 | 164 | 905 | 524 |
| 1,395 | 1,389 | 4,115 | 2,947 |
In the income statement, amortization of capitalized development projects and amortization of purchased technology is included in cost of goods sold. Amortization of purchased customer relationship assets is included in selling and marketing expenses.
In 9M 2018 no impairment of intangible assets with finite useful economic lives was recognized (9M 2017: EUR 4,622 thousand).
In September 2018, ADVA Optical Networking contracted a syndicated loan amounting to EUR 75,000 thousand with a banking syndicate. The new syndicated loan consists of two tranches with a total maturity of five years including a redeemable loan amounting to EUR 65,000 thousand as well as a revolving credit line of EUR 10,000 thousand. The initial interest rate for the redeemable loan amounts currently to EURIBOR plus 1.5%, linked to the performance of the group. The loan will be paid back in bi-annual instalments from June 2019.
The cash inflow from the first tranche of the syndicated loan was used to repay three short-term bridge loans of EUR 21,500 thousand, each, with Deutsche Bank and Norddeutsche Landesbank as well as EUR 12,000 thousand with Bayerische Landesbank at the end of Q3 2018. Moreover, a loan with Bayerische Landesbank of EUR 10,000 thousand has been early repaid in Q3 2018.
In Q1 2018, ADVA Optical Networking signed another loan with IKB (Industriekreditbank) amounting to EUR 11,250 thousand. The loan will be repaid in 12 equal quarterly instalments from Q2 2018. A fixed interest rate of 1.4% applies. The loan agreement with HSBC amounting to EUR 11,250 thousand has been fully repaid in March 2018.
On September 30, 2018, the net book value and fair value of the total loans amount to EUR 92,605 thousand and EUR 92,624 thousand, respectively. For all other financial assets and liabilities included in the balance sheet at September 30, 2018, the fair value corresponds with the book value of the respective positions. The classification of financial assets and liabilities is in line with the disclosure in the group's annual financial statements per December 31, 2017.
(15) Trade accounts payable and other current and non-current liabilities
The trade accounts payable are non-interest-bearing and generally due within 30 to 90 days.
Other current liabilities on September 30 can be analyzed as follows:
| (in thousands of EUR) | Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Non-financial liabilities | ||
| Liabilities to employees for vacation | 5,462 | 3,295 |
| Liabilities due to withheld wage income tax and | ||
| social security contribution | 2,915 | 2,788 |
| Liabilities due to tax authorities | 2,251 | 1,441 |
| Obligations from | ||
| subsidized research projects | 2,410 | 2,750 |
| Other | 279 | 470 |
| Total current non-financial liabilities | 13,317 | 10,744 |
| Financial liabilities | ||
| Liabilities to employees for variable compensation | ||
| and payroll | 3,271 | 14,118 |
| Liabilities from stock appreciation rights | - | 145 |
| Other | 1,268 | 1,805 |
| Total current financial liabilities | 4,539 | 16,068 |
| 17,856 | 26,812 |
| Management | Financial | |
|---|---|---|
| Highlights | Report | Statements |
On September 30, other non-current liabilities include:
| (in thousands of EUR) | Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Non-financial liabilities | ||
| Obligations from | ||
| subsidized research projects | 885 | 1,226 |
| Other | 677 | 1,006 |
| Total non-current non-financial liabilities | 1,562 | 2,232 |
| Financial liabilities | ||
| Other | 62 | 946 |
| Total non-current financial liabilities | 62 | 946 |
| 1,624 | 3,178 |
On September 30, 2018, other non-current non-financial liabilities primarily include deferred rental expense of EUR 660 thousand (December 31, 2017: EUR 980 thousand).
| (in thousands of EUR) | Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Current provisions | ||
| Warranty provision | 2,753 | 3,040 |
| Personnel provisions | 9,197 | 1,911 |
| Other current provisions | 12,985 | 17,043 |
| 24,935 | 21,994 | |
| Non-current provisions | ||
| Warranty provision | 1,528 | 1,449 |
| Personnel provisions | - | - |
| Other non-current provisions | 29 | 29 |
| 1,557 | 1,478 | |
| 26,492 | 23,472 |
The estimated expenses related to warranty claims reflect both past experience and current developments and are based on a percentage of sales revenues. Any differences between actual amounts and anticipated amounts are treated as changes in accounting estimates and affect earnings in the period in which the change occurs.
Current personnel provisions mainly include variable compensation payments, expenses for employee's accident insurance and other expenses resulting from legal requirements. For yearend reporting, variable compensation payments are reclassified to other liabilities.
Other current provisions primarily include provisions for outstanding invoices of uncertain amount and timing and provisions for potential obligations from existing contracts.
Due to the first-time adoption of IFRS 15, following liabilities are included in the new balance sheet positions current and non-current contract liabilities. Prior year disclosure has not been adjusted.
| (in thousands of EUR) |
Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Current contract liabilities | ||
| Outstanding credit notes | 13 | - |
| Advance payments received | 46 | - |
| Other provisions related to deliveries | 21 | - |
| Current deferred revenues | 14,686 | 15,062 |
| 14,766 | 15,062 | |
| Non-current contract liabilities | ||
| Non-current deferred revenues | 6,323 | 7,402 |
| 6,323 | 7,402 | |
| 21,089 | 22,464 |
Refund liabilities mainly include expected volume discounts and refunds to customers amounting to EUR 3,313 thousand. In 2017 related items amounting to EUR 679 thousand have been reported as current provisions and items at an amount of EUR 142 thousand have been offset against trade accounts receivable.
On September 30, 2018, the share capital amounts to EUR 49,900 thousand (on December 31, 2017: EUR 49,736 thousand).
In connection with the exercise of stock options, 164,077 shares were issued to employees and management board of the company and its group companies out of conditional capital in 9M 2018. The par value of EUR 164 thousand was appropriated to the share capital, whereas the premium of EUR 491 thousand was recognized as capital reserve.
Further details on stockholders' equity are included in the consolidated statement of changes in stockholders' equity.
In 9M 2018 and 9M 2017, revenues included EUR 47,546 thousand and EUR 41,387 thousand for services, respectively. The remaining revenues relate mainly to product sales.
A summary of revenues by geographic region is provided in the section on segment reporting under note (25).
| (in thousands of EUR) | Q3 2018 |
Q3 2017 |
9M 2018 |
9M 2017 |
|---|---|---|---|---|
| Other operating income | ||||
| Government grants received | 509 | 600 | 1,502 | 1,377 |
| Income for the supply of | ||||
| development services | 2 | 32 | 194 | 70 |
| Release of bad debt |
||||
| allowances | -38 | 153 | 61 | 483 |
| Release of provisions | 67 | 73 | 3,733 | 980 |
| Other | 460 | 58 | 1,932 | 1,247 |
| 1,000 | 916 | 7,422 | 4,157 | |
| Other operating expenses | ||||
| Impairment of trade accounts | ||||
| receivable | -22 | -58 | -34 | -61 |
| Other | -192 | -8 | -416 | -387 |
| -214 | -66 | -450 | -448 | |
| Other operating income and | ||||
| expenses, net | 786 | 850 | 6,972 | 3,709 |
(21) Interest income and expenses
Interest income primarily includes interest from daily bank deposits and from other short-term deposits with maturities between one day and three months.
Interest expenses are primarily incurred on financial liabilities and on the sale of receivables. Refer to note (9) for further details.
(22) Other financial gains (losses), net, and derivative financial instruments
Other financial gains (losses), net, mainly comprise the following:
| (in thousands of EUR) | Q3 2018 |
Q3 2017 |
9M 2018 |
9M 2017 |
|---|---|---|---|---|
| Foreign currency exchange gains |
2,075 | 2,501 | 10,423 | 6,386 |
| thereof: gains from forward rate agreements |
68 | 3 | 484 | 3 |
| Foreign currency exchange losses |
-1,975 | -2,692 | -10,945 | -9,003 |
| thereof: losses from forward rate agreements |
-18 | -807 | -289 | -1,941 |
| 100 | -191 | -522 | -2,617 |
Between July 4 and September 26, 2018, the group entered into fourteen forward rate agreements to hedge foreign currency exposure of expected future cash flows. These agreements mature between October 9 and December 31, 2018. In 9M 2018, unrealized gains and losses, net, amounting to positive EUR 3 thousand (9M 2017: unrealized net loss of EUR 86 thousand).
In 9M 2018, forty-two forward rate agreements signed between October 18, 2017 and June 27, 2018, matured. A total net gain of EUR 192 thousand was realized on these transactions (9M 2017: total realized loss of EUR 1,852 thousand).
On September 30, 2018, and December 31, 2017, the group held the following financial instruments measured at fair value:
| (in thousands of EUR) | Fair value | Nominal value | ||
|---|---|---|---|---|
| Sep. 30, 2018 |
Dec. 31, 2017 |
Sep. 30, 2018 |
Dec. 31, 2017 |
|
| Forward rate agreements | 3 | 12 | 4,293 | 15,108 |
The nominal value is the accounting value from which payments are derived (underlying transaction). Since the nominal value itself is not at risk, the hedged item relates to the potential for changes in foreign exchange rates, interest rates and prices.
The fair value reflects the credit risk of the instrument. Since the group only uses standard, marketable instruments for its hedges, the fair value is determined using market prices and is not netted against any contrary trend in the value of underlying transactions.
The fair value of these transactions is presented within other current liabilities in the statement of financial position.
(23) Income taxes
The tax expenses in 9M 2018 result from the application of the expected tax rate of the group to the current IFRS result. The expected tax rate is calculated based on a tax planning for the financial year.
In 9M 2018, restructuring expenses including severance payments as well as related legal costs amounting to EUR 1,327 thousand have been recognized (9M 2017: EUR 8,393 thousand). The allocation to functional areas in the consolidated income statement is included in note (25).
In accordance with IFRS 8 operating segments are identified based on the way information is reported internally to the chief operating decision maker and regularly reviewed to make decisions about resources to be allocated to the segment and assess its performance. Within the ADVA Optical Networking group, management decisions are based on pro forma operating results. Pro forma financial information excludes non-cash charges related to share-based compensation plans and amortization and impairment of goodwill and acquisition-related intangible assets. Additionally, from Q3 2017 onwards expenses related to restructuring measures are not included. Income from capitalization of development expenses is shown as a separate line item and not deducted from research and development expenses.
| Management | Financial | Shareholder | orporate | |
|---|---|---|---|---|
| Highlights Repor' THE R. P. LEWIS CO., LANSING MICH. |
Statements | Information | Information | |
| Pro forma | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| financial | Intangible assets | Compensation | Restructuring | Disclosure of R&D | financial | ||
| (in thousands of EUR) | information | from acquisitions | Goodwill | expenses | costs | expenses | information |
| Revenues | 370,468 | - | - | - | - | - | 370,468 |
| Cost of goods sold | -233,512 | -2,639 | - | -43 | -297 | - | -236,491 |
| Gross profit | 136,956 | -2,639 | - | -43 | -297 | - | 133,977 |
| Gross margin | 37.0% | - | 36.2% | ||||
| - | - | ||||||
| Selling and marketing expenses | -45,238 | -1,476 | - | -320 | -130 | - | -47,164 |
| General and administrative expenses | -25,907 | - | - | -256 | -183 | - | -26,346 |
| Research and development expenses | -80,521 | - | - | -442 | -717 | 22,898 | -58,782 |
| Income from capitalization of | 22,898 | - | - | - | - | -22,898 | - |
| development expenses | |||||||
| Other operating income | 7,422 | - | - | - | - | - | 7,422 |
| Other operating expenses | -450 | - | - | - | - | - | -450 |
| Operating income | 15,160 | -4,115 | - | -1,061 | -1,327 | - | 8,657 |
| Operating margin | 4.1% | 2.3% | |||||
| Segment assets | 382,992 | 27,182 | 69,914 | - | - | - | 480,088 |
| Pro forma | Consolidated | ||||||
|---|---|---|---|---|---|---|---|
| financial | Intangible assets from | Compensation | Restructuring | Disclosure of R&D | financial | ||
| (in thousands of EUR) | information | acquisitions | Goodwill | expenses | costs | expenses | information |
| Revenues | 397,233 | - | - | - | - | - | 397,233 |
| Cost of goods sold | -265,321 | -2,266 | - | -155 | -4,670 | - | -272,412 |
| Gross profit | 131,912 | -2,266 | - | -155 | -4,670 | - | 124,821 |
| Gross margin | 33.2% | 31.4% | |||||
| - | - | - | - | ||||
| Selling and marketing expenses | -44,912 | -681 | -377 | -598 | - | -46,568 | |
| General and administrative expenses | -25,278 | - | - | -399 | -1,401 | - | -27,078 |
| Research and development expenses | -81,166 | - | - | -646 | -1,724 | 30,761 | -52,775 |
| Income from capitalization of development expenses |
30,761 | - | - | - | - | -30,761 | - |
| Other operating income | 4,157 | - | - | - | - | - | 4,157 |
| Other operating expenses | -448 | - | - | - | - | - | -448 |
| Operating income | 15,026 | -2,947 | - | -1,577 | -8,393 | - | 2,109 |
| Operating margin | 3.8% | 0.5% | |||||
| Segment assets | 398,773 | 26,181 | 68,741 | - | - | - | 493,695 |
| Highlights | Management | Financial |
|---|---|---|
| Report | Statements | |
| (in thousands of EUR) | Q3 2018 |
Q3 2017 |
9M 2018 |
9M 2017 |
|---|---|---|---|---|
| Revenues | ||||
| Germany | 27,863 | 25,522 | 84,530 | 88,169 |
| Rest of Europe, | ||||
| Middle East and Africa | 32,968 | 34,643 | 98,139 | 111,602 |
| Americas | 47,013 | 43,130 | 140,189 | 176,547 |
| Asia-Pacific | 18,334 | 7,878 | 47,610 | 20,915 |
| 126,178 | 111,173 | 370,468 | 397,233 | |
| (in thousands of EUR) | Sep. 30, 2018 |
Dec. 31, 2017 |
||
| Non-current assets | ||||
| Germany | 113,120 | 113,186 | ||
| Rest of Europe, | ||||
| Middle East and Africa | 15,720 | 16,221 | ||
| Americas | 85,093 | 85,433 | ||
| Asia-Pacific | 1,950 | 2,185 | ||
| 215,883 | 217,025 |
Revenue information is based on the shipment location of the customers.
In 9M 2018, no major customer exceeded 10% of total revenues (9M 2017: three major customers). In 9M 2018, the share of revenues allocated to major end customers was nil (9M 2017: EUR 134,124 thousand).
Non-current assets and deferred tax assets are attributed based on the location of the respective group company. Non-current assets for the purpose of segment reporting consist of property, plant and equipment, intangible assets and finance lease equipment.
(26) Other financial obligations and financial commitments
The group has non-cancellable operating leases, primarily for buildings and cars.
The future minimum lease payments due on operating leases are listed in the table below:
| (in thousands of EUR) | Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Up to one year | 6.456 | 6,938 |
| One to five years | 12.905 | 11,045 |
| More than five years | 6.904 | 3,844 |
| 26.265 | 21,827 |
On September 30, 2018, the group had purchase commitments totaling EUR 45,558 thousand in respect to suppliers (on December 31, 2017: EUR 31,206 thousand).
Group entities have issued guarantees in favor of customers. On September 30, 2018, performance bonds with a maximum guaranteed amount of EUR 3,116 thousand were issued (on December 31, 2017: EUR 3,261 thousand). At the end of 9M 2018, ADVA Optical Networking does not expect claims from these guarantees.
In the normal course of business, claims may be asserted or lawsuits filed against the company and its subsidiaries from time to time. On September 30, 2018, ADVA Optical Networking does not expect that potential titles or litigations in detail or in total will have a material impact on its financial position or operating performance.
| Highlights | Management | $E$ inanciau | Shareholder | Corporate |
|---|---|---|---|---|
| Report | Statements | Information | Information |
Changes in the number of options rights outstanding and similar rights are detailed in the table below:
| Stock Option Program 2003 Plan IX |
Stock Option Program 2003 for the Management Board Plan IXb |
Stock Appreciation Rights Plan XI |
Stock Option Program 2011 Plan XIV |
Stock Option Program 2011 for the Management Board Plan XIVa |
Stock Appreciation Rights Plan XV |
|
|---|---|---|---|---|---|---|
| Options outstanding at | ||||||
| Jan. 1, 2017 |
20,856 | 75,000 | 9,000 | 1,853,677 | 841,667 | 55,400 |
| Granted options | - | - | - | 754,000 | 150,000 | - |
| Exercised options | -20,856 | - | -1,000 | -215,759 | - | -15,200 |
| Forfeited options | - | - | - | -322,500 | - | - |
| Expired options | - | -75,000 | -8,000 | - | - | - |
| Options outstanding at | ||||||
| Dec. 31, 2017 |
- | - | - | 2,069,418 | 991,667 | 40,200 |
| Granted options | - | - | - | 14,000 | 175,000 | - |
| Exercised options | - | - | - | -164,077 | - | -38,200 |
| Forfeited options | - | - | - | -78,400 | - | - |
| Expired options | - | - | - | -7,500 | - | -2,000 |
| Options outstanding at | ||||||
| Sep. 30, 2018 |
- | - | - | 1,833,441 | 1,166,667 | - |
| Of which exercisable | - | - | - | 222,341 | 290,000 | - |
Teleios Capital Partners LLC Zug, Switzerland, EGORA Holding GmbH, Martinsried/Munich, and its subsidiaries (the EGORA group), Saguna Networks Ltd., Nesher, Israel, Arista Networks, Santa Clara, USA, Fraunhofer Heinrich Hertz Institute, Berlin, Harmonic Inc., San Jose, USA., and all members of the company's governing bodies and their relatives qualify as related parties to ADVA Optical Networking on September 30, 2018, in the sense of IAS 24.
Teleios Capital Partners LLC is an investment company based in Zug, Switzerland. On September 30, 2018, Teleios Capital Partners LLC held a 20.25% share in the equity of ADVA Optical Networking. No business relations existed with Teleios Capital Partners LLC.
On September 30, 2018, the EGORA group held a 14.94% share in the equity of ADVA Optical Networking.
ADVA Optical Networking SE holds 7.9% of the shares of Saguna Networks Ltd. A service agreement with Saguna Networks Ltd. exists regarding the provision of development services for the companies of ADVA Optical Networking group.
In 9M 2018, ADVA Optical Networking acquired components with an amount of EUR 26 thousand from the EGORA group (9M 2017: EUR 12 thousand). In 9M 2018 and 9M 2017, ADVA Optical Networking did not sell any products to the EGORA group.
ADVA Optical Networking has entered into several agreements with the EGORA group under which ADVA Optical Networking is entitled to make use of certain facilities and services of the EGORA group. In 9M 2018 and 9M 2017, these agreements were not utilized.
On September 30, 2018, no trade accounts payable existed in respect to EGORA group (December 31, 2017: nil).
In 9M 2018 and 9M 2017, Saguna Networks Ltd. has not performed development services for the group.
In 9M 2018, ADVA Optical Networking did not acquire any components from Arista Networks, Inc. (9M 2017: EUR 42 thousand). On September 30, 2018, no trade accounts payable and provisions existed in respect to Arista Networks, Inc. (December 31, 2017: nil).
ADVA Optical Networking entered a service agreement with Fraunhofer Heinrich Hertz Institute. In 9M 2018, ADVA Optical Networking acquired services amounting to EUR 76 thousand (9M 2017: nil). On September 30, 2018, no trade accounts payable existed in respect to Fraunhofer Heinrich Hertz Institute (December 31, 2017: EUR 86 thousand).
In 9M 2018, Harmonic Inc. acquired products amounting to EUR 2 thousand from ADVA Optical Networking (9M 2017: nil). On September 30, 2018, no trade accounts receivables existed in respect to Harmonic Inc. (December 31, 2017: EUR 2 thousand).
On September 30, 2018 and December 31, 2017 no provision existed in respect to related parties.
All transactions with related parties are conducted on an arm's-length basis.
See note (30) for detailed information about compensation of the management board and the supervisory board.
(30) Governing boards
The members of the Management Board held the following shares and/or had been granted the following stock options:
| Shares | Stock options | |||
|---|---|---|---|---|
| Sep. 30, |
Dec. 31, |
Sep. 30, |
Dec. 31, |
|
| 2018 | 2017 | 2018 | 2017 | |
| Brian Protiva | ||||
| Chief executive officer | 401,030 | 401,030 | 335,000 | 260,000 |
| Christoph Glingener | ||||
| Chief technology officer & | ||||
| chief operating officer | - | - | 325,000 | 325,000 |
| Ulrich Dopfer | ||||
| Chief financial officer | 500 | 500 | 259,667 | 259,667 |
| Scott St. John | ||||
| Chief marketing & sales officer | ||||
| (since October 1, 2017) |
- | - | 250,000 | 150,000 |
The options to members of the management board were granted out of Plan XIV and Plan XIVa. Additionally, Ulrich Dopfer holds options from Plan XIV that were granted before he joined the ADVA Optical Networking management board. The option rights authorize the management board to purchase the said number of common shares in the company once the qualifying period has elapsed. Plan XIVa includes a profit limit of EUR 20.00 per option, whereas Plan XIV has no profit limitations.
The strike price for these option rights is
On September 30, 2018, no shares or stock options were held by members of the supervisory board (December 31, 2017: none).
On September 30, 2018, trade accounts payable to the supervisory board for the pro rata compensation for Q3 2018 with an amount of EUR 59 thousand were recognized (December 31, 2017: EUR 59 thousand). The pay-out of these payables was carried out in October 2018.
Prof. Dr.-Ing. Hans-Joachim Grallert left the supervisory board of ADVA Optical Networking SE with the conclusion of the annual general shareholders meeting effective June 13, 2018. To replace him the shareholders of the company appointed Michael Aquino as a new member of the supervisory board effective June 13, 2018.
(31) Events after the balance sheet date
There were no events after the balance sheet date that impacted the financial position of the group on September 30, 2018, or its financial performance for the reporting period then ended. Similarly, there were no events considered material for disclosure.
| Declaration of compliance with the German Corporate Governance Code Pursuant to Section 161 of the German Stock Corporation Law (AktG), the management board and the supervisory board have issued a declaration of compliance with the German Corporate Governance Code. This declaration is published on the group's website (www.advaoptical.com). |
Affirmative declaration of the legal representatives We, the members of the management board of ADVA Optical Networking SE, to the best of our knowledge affirm that, in accordance with the applicable reporting principles, the unaudited interim group management report and the interim consolidated financial statements of the ADVA Optical Networking group represent a true and fair view of the net assets, financial position and performance of the group, together with a description of the principal opportunities and risks associated with the expected development of the group. |
||||
|---|---|---|---|---|---|
| Meiningen, October 23, 2018 |
Meiningen, October 23, 2018 |
||||
| Brian Protiva | Christoph Glingener | Brian Protiva | Christoph Glingener | ||
| Ulrich Dopfer | Scott St. John | Ulrich Dopfer | Scott St. John |
| Management | Financial | Shareholder | Corporate | |
|---|---|---|---|---|
| Highlights | Report | Statements | Information | Information |
| Trade name | ISIN DE0005103006/WKN 510300 |
|---|---|
| Symbol | ADV |
| Exchange | Prime Standard Segment |
| Frankfurt Stock Exchange | |
| Sector | Technology |
| Industry | Communications Technology |
| Number of shares outstanding | |
| on September 30, 2018 |
49,899,626 |
| Price on December 29, 2017 |
EUR 6.04 |
| Price on September 30, 2018 |
EUR 6.75 |
| Share price performance YTD | |
| (until September 30, 2018) |
+11.8% |
| Market capitalization | |
| on September 30, 2018 |
EUR 336.8 m |
| Needham Networking & Security Conference | November 13, 2018 in New York, USA |
|---|---|
| Deutsches Eigenkapitalforum 2018 | November 28, 2018 in Frankfurt, Germany |
| Cowen Network & Cybersecurity Summit | December 11/12, 2018 in New York, USA |
| 2019 Needham Growth Conference | January 15, 2019 in New York, USA |
| Publication of Annual Report 2018 |
February 21, 2019 Martinsried/Munich, Germany |
6 Price information is based on Xetra closing prices
| Corporate information | |||||
|---|---|---|---|---|---|
| Corporate headquarters | ADVA Optical Networking on the Web | ||||
| ADVA Optical Networking SE | More information about ADVA Optical Networking, including solutions, technologies and | ||||
| Campus Martinsried | products, can be found on the company's website at www.advaoptical.com. | ||||
| Fraunhoferstrasse 9a | |||||
| 82152 Martinsried/Munich | PDF files of this quarterly report, as well as previous quarterly and annual reports, presentations | ||||
| Germany | and general investor information, are also located on the company's website and can be | ||||
| downloaded in both English and German. Quarterly conference calls are conducted on the day of | |||||
| t +49 89 89 06 65 0 | earnings announcements. Related PDF, audio and transcript files are available for download in the investor relations section of the company's website, www.advaoptical.com. |
||||
| Registered head office | Investor Communication | ||||
| Maerzenquelle 1-3 | To receive an investor packet, request other information, ask specific questions, or be placed on | ||||
| 98617 Meiningen-Dreissigacker | the distribution list, please contact: | ||||
| Germany | |||||
| Stephan Rettenberger | |||||
| t +49 3693 450 0 | SVP Marketing & Investor Relations | ||||
| Campus Martinsried | |||||
| Americas office | Fraunhoferstrasse 9a 82152 Martinsried/Munich |
||||
| ADVA Optical Networking North America, Inc. | Germany | ||||
| 5755 Peachtree Industrial Boulevard | |||||
| Norcross, Georgia 30092 | t + 49 89 89 06 65 901 | ||||
| USA | [email protected] | ||||
| t +1 678 728 8600 | Auditor | ||||
| • PricewaterhouseCoopers GmbH |
|||||
| Wirtschaftsprüfungsgesellschaft, Munich, Germany | |||||
| Asia-Pacific office | Legal counsels | ||||
| ADVA Optical Networking (Shenzhen) Ltd. 18/F, Maoye Times Square |
• Hogan Lovells, Munich, Germany |
||||
| Haide 2nd Road | |||||
| Nanshan District | Tax advisers | ||||
| Shenzhen 518054 | • Deloitte, Munich, Germany |
||||
| China | |||||
| t +86 755 8621 7400 | |||||
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