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ADVA Optical Networking SE

Interim / Quarterly Report Nov 5, 2018

17_10-q_2018-11-05_373d161a-849c-4e31-99aa-0a36919d4854.pdf

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
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
Shareholder information 37
38
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

Q3 2018 IFRS FINANCIAL HIGHLIGHTS

Quarterly income statement

(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

Balance sheet

(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%

Cash flow statement

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%

Ratios

(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%

Employees

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
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natior

Nine-month group management report

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.

Forward-looking statements

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.

Business development and operational performance

Revenues

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.

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Revenues by region

(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.

Results of operations

(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.

Summary: Business development and operational performance

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

Net assets and financial position

Balance sheet structure

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

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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

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
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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.

Financing and liquidity

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
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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 parties

Transactions with related individuals and legal entities are discussed in note (29) to the ninemonth consolidated interim financial statements.

Summary: Net assets and financial position

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.

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.

Risk report

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.

Outlook

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

Nine-month IFRS consolidated financial statements

Consolidated statement of financial position

(unaudited)

(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

Consolidated income statement (unaudited)

(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

Consolidated statement of comprehensive income (unaudited)

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.

Consolidated cash flow statement (unaudited)

(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

Consolidated statement of changes in stockholders' equity (unaudited)

(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

Notes to the condensed interim consolidated financial statements (unaudited)

(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.

(3) Effects of new standards and interpretations

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.

Standards, amendments and interpretations applicable for the first time in 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:

    1. Liabilities amounting to EUR 679 thousand in relation to expected volume discounts and refunds to customers previously presented as current provisions will be reclassified to refund liabilities.
    1. Liabilities of EUR 142 thousand in relation to outstanding credit notes previously presented as reduction from trade receivables will be presented as contract liabilities.
    1. Liabilities of EUR 142 thousand in relation to the customer loyalty program previously presented as reduction from trade receivables will be presented as refund liabilities.
    1. Liabilities amounting to EUR 22,464 thousand in relation to prepaid service contracts previously recognized as deferred revenue will be reclassified to contract liabilities.

(6) Significant accounting judgments, estimates and assumptions

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.

Development expenses

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.

Impairment of non-financial assets

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.

Employee benefits

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.

Share-based compensation transactions

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.

Provisions

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
matior'

Taxes

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.

(9) Trade accounts receivable

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.

(11) Other current and non-current assets

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

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).

(14) Financial liabilities

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).

(16) Other provisions

(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.

(17) Contract liabilities and refund liabilities

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.

(18) Stockholders' equity

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.

(19) Revenues

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).

(20) Other operating income and expenses

(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

Forward rate agreements

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).

Fair value disclosures

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.

(24) Restructuring expenses

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).

(25) Segment reporting

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

Segment information on September 30, 2018 is analyzed as follows:

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

Segment information on September 30, 2017 is analyzed as follows:

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

Additional information by geographical regions:

(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

Lease 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

Other obligations

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).

Guarantees

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.

(27) Contingent liabilities

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

(28) Stock option programs

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 -

(29) Related party transactions

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

Management board

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

  • EUR 5.05 for 103,000 options granted on August 15, 2012,
  • EUR 3.90 for 130,000 options granted on November 15, 2013,
  • EUR 3.19 for 60,000 options granted on May 15, 2014,
  • EUR 5.15 for 150,000 options granted on May 15, 2015,
  • EUR 8.70 for 401,667 options granted on May 15, 2016,
  • EUR 4.98 for 150,000 options granted on November 15, 2017,
  • EUR 5.79 for 175,000 options granted on May 15, 2018, respectively.

Supervisory board

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

Shareholder information

Stock information6

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

Financial calendar

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

Shareholder structure

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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