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Teleste Corporation Financial Statement 1.1.-31.12.2019: Net sales and adjusted operating result decreased as expected, order backlog at a good level

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TELESTE CORPORATION       FINANCIAL STATEMENTS  13 February 2020  AT 08:30 EET                                               
TELESTE CORPORATION FINANCIAL STATEMENT 1 JANUARY TO 31 DECEMBER 2019: NET SALES AND ADJUSTED OPERATING RESULT DECREASED AS EXPECTED, ORDER BACKLOG AT A GOOD LEVELFourth quarter of 2019– Net sales amounted to EUR 58.5 (66.5) million, a decrease of 12.1%
– Adjusted operating result stood at EUR 0.9 (2.2) million, a decrease of 60.6%
– Operating result amounted to EUR 1.2 (2.2) million, a decrease of 44.6%
– Adjusted earnings per share were EUR 0.03 (0.09), a decrease of 63.6%
– Earnings per share were EUR 0.05 (0.09), a decrease of 42.1%
– Cash flow from operations was EUR 7.9 (4.6) million, an increase of 69.2%
– Orders received totalled EUR 64.1 (81.0) million, a decrease of 20.8% 
– Order backlog at period-end totalled EUR 73.2 (71.0) million, an increase of 3.1%
January-December 2019– Net sales amounted to EUR 235.5 (250.3) million, a decrease of 5.9%
– Adjusted operating result stood at EUR 7.7 (9.7) million, a decrease of 20.7%
– Operating result amounted to EUR 0.8 (9.7) million, a decrease of 92.1%
– Adjusted earnings per share were EUR 0.31 (0.38), a decrease of 19.8%
– Earnings per share were EUR -0.07 (0.38), a decrease of 119.0%
– Orders received totalled EUR 237.6 (264.0) million, a decrease of 10.0%
– Cash flow from operations was EUR 4.1 (15.0) million, a decrease of 73.0%
The Board of Directors proposes a dividend of EUR 0.10 (0.20) per outstanding share.Outlook for 2020Teleste does not expect the company’s net sales to deviate materially from the level of net sales for 2019 (EUR 235.5 million). Adjusted operating result is expected to amount to EUR 6-10 million.Comments by CEO Jukka Rinnevaara:“The net sales and operating result for Q4 decreased year-on-year. Orders received increased from the previous quarter and were at a good level, but decreased from the record-strong reference period. The order backlog stayed at a higher level than a year ago. Net sales were on par year-on-year in Video and Broadband Solutions, but operating result decreased year-on-year. The net sales and operating result of Network Services decreased year-on-year.In the Video and Broadband Solutions business area, our strategic main objectives are, with regard to access network products, product development in distributed access architecture and the successful launch of sales in the US operator market, as well as significant growth and improved performance in video security and information solutions.With regard to access network products, the entire industry is in the middle of a technological transformation in which the next-generation distributed access architecture will provide the most competitive solution for increasing network capacity. During the fourth quarter, operators continued to test distributed network solutions. Therefore, operators did not yet commence significant network investments, so the deliveries of access network products decreased year-on-year. Our view is that we retained a strong market position in the European access network market. We also won a significant patent litigation against our competitor in the UK. Our product development progressed in the development of distributed access architecture solutions as planned, and our product range is competitive. Ensuring the interoperability of our products with different parties’ central systems proceeded with selected customers during the fourth quarter. During the fourth quarter, orders received and net sales for access network products decreased. At the same time, we invested strongly in new technology and building our market position in North America, which in part burdened the profitability of the business area. According to our estimate, operators’ distributed access architecture deployment projects will commence during the second half of 2020.With regard to video security and information solutions, we proceeded in accordance with our set growth goals. The fourth quarter was strong both with regard to new orders and net sales. During the quarter, we succeeded in securing significant new orders from the German public transport market as well as the biggest European train manufacturers. We won a significant project from a new customer in France, delivering a motorway security solution as announced in October.In the Network Services business area, the main focus is on sharpening the long-term strategy, focusing on higher-added-value services, and developing the operational activities. In the fourth quarter, orders received and net sales decreased. Net sales decreased in Germany but increased in Switzerland. In Germany, the decrease in net sales was due to a decrease in service deliveries to a key customer year-on-year and the end of a large customer project in late 2018. In England, the growth in fibre-optic network design services continued to be strong. Due to the decrease in net sales, the profitability of the Network Services business area was at a loss during the fourth quarter. In Germany, we have replaced subcontracting by strengthening our in-house resources. Our aim is enhanced cost efficiency. In England, we will focus increasingly on the growing fibre-optic network design services and other high-added-value services.In 2020, the technological transformation in access networks and its timing will affect demand for our products. The demand for traditional HFC technology is expected to slow down and investment in next generation distributed access architecture to increase. We predict that these investments will be launched in stages during the second half of 2020, first in North America and then in Europe. Estimating the outlook for 2020 is made more difficult by uncertainty over the timing of new distributed access architecture investments by operator and the development of the key customer’s service demand in the German services business.The strategic priorities in 2020 includedevelopment of the distributed access architecture offering and successful launch of sales in the North American cable operator marketsignificant growth of net sales and continued profitability improvement in video security and information solutionsdevelopment of operations and improved profitability in the services business in Germany.We believe that the measures we have chosen will ensure profitable growth also in the years to come.”Group Operations October-December 20191) An alternative performance measure defined in the tables section of the report.Orders received by the Group in the fourth quarter totalled EUR 64.1 (81.0) million, a decrease of 20.8% on the reference period the previous year. Orders received decreased in access network products of Video and Broadband Solutions and following the end of major customer projects in the Network Services business area at the end of last year. Order backlog increased during the quarter by 8.5% and was EUR 73.2 (71.0) million at quarter-end. Order backlog increased in passenger information solutions of Video and Broadband Solutions. Net sales decreased by 12.1% to EUR 58.5 (66.5) million. Net sales decreased particularly in the Network Services business area.Expenses for material and production services decreased by 17.0% to EUR 30.1 (36.2) million. Personnel expenses decreased by 4.5% to EUR 17.1 (17.9) million. Other operating expenses decreased by 8.7% to EUR 8.3 (9.0) million. Depreciation and amortisation increased by 67.7% to EUR 2.5 (1.5) million. Depreciation recognised in accordance with IFRS 16, which was adopted on 1 January 2019, totalled EUR 1.1 million. The adoption of the new standard increased the operating result by EUR 0.1 million. The adjusted operating result decreased by 60.6% to EUR 0.9 (2.2) million, representing 1.5% (3.4%) of net sales. Operating result decreased by 44.6% to EUR 1.2 (2.2) million, representing 2.1% (3.4%) of net sales. The operating result has been adjusted for the loss of assets due to a crime against a foreign subsidiary and a change in the provision associated with proceedings in the matter. Some of the assets lost as a result of the crime were successfully recovered during the fourth quarter, and diverse measures to recover the lost assets and mitigate the final losses are still underway in different countries. Net financial expenses were EUR 0.3 (0.1) million. Taxes were EUR 0.3 (0.5) million and the Group’s effective tax rate was 26.8% (23.2%). Adjusted earnings per share were EUR 0.03 (0.09) and earnings per share were EUR 0.05 (0.09). Cash flow from operations was EUR 7.9 (4.6) million, an increase of 69.2% due to a decrease in net working capital.Group Operations January-December 20191) An alternative performance measure defined in the tables section of the report.Orders received by the Group totalled EUR 237.6 (264.0) million, a decrease of 10.0%. Orders received decreased in access network products of Video and Broadband Solutions. Orders received decreased in the Network Services business area following the end of major customer projects at the end of last year. Orders received increased in passenger information solutions of Video and Broadband Solutions. Order backlog increased by 3.1% to EUR 73.2 (71.0) million. Order backlog increased in passenger information solutions of Video and Broadband Solutions. Net sales decreased by 5.9% to EUR 235.5 (250.3) million. Net sales decreased in the Network Services business area following the end of major customer projects at the end of last year.Adjusted operating result decreased by 20.7% to EUR 7.7 (9.7) million, representing 3.3% (3.9%) of net sales. Adjusted operating result decreased in access network products of Video and Broadband Solutions and following decreased net sales in the Network Services business area. Adjusted operating result increased in passenger information solutions of Video and Broadband Solutions. Operating result decreased by 92.1%, amounting to EUR 0.8 (9.7) million. The assets lost due to a crime committed against a foreign subsidiary and a provision for expenses associated with the handling of the case, totalling EUR 6.9 million, lower the operating result, but they have been eliminated from the adjusted operating result. The provision is reported as an item that is not allocated to the segments.Expenses for material and production services decreased by 11.0% to EUR 122.8 (137.9) million. Personnel expenses increased by 0.2% to EUR 66.2 (66.0) million. Depreciation and amortisation increased by 59.7% to EUR 9.6 (6.0) million. Depreciation recognised in accordance with IFRS 16, which was adopted on 1 January 2019, totalled EUR 4.3 million. The adoption of the new standard increased the operating result by EUR 0.3 million. Other operating expenses increased by 19.0% to EUR 38.7 (32.5) million. Other operating result include the above-mentioned adjustment, eliminated from the adjusted operating result. Net financial expenses decreased by 42.5% and were EUR 0.4 (0.7) million. The Group’s taxes were EUR 2.0 (2.2) million. Adjusted earnings per share were EUR 0.31 (0.38) and earnings per share were EUR -0.07 (0.38). Cash flow from operations was EUR 4.1 (15.0) million. Cash flow from operations was reduced by the loss of assets due to a crime against a foreign subsidiary, an increase in inventories and a decrease in advance payments from customers compared with the exceptionally high level.Video and Broadband Solutions October-December 2019Orders received decreased year-on-year by 18.3% to EUR 41.8 (51.1) million. Orders received decreased in access network products and increased in video security and information solutions. Order backlog increased during the quarter by 8.5% and was EUR 73.2 (71.0) million at quarter-end.Net sales decreased by 1.5% to EUR 36.1 (36.7) million. Net sales decreased in access network products but increased in video security and information solutions. Operating result decreased by 34.8% to EUR 1.3 (1.9) million, representing 3.5% (5.3%) of net sales. The operating result decreased due to the net sales of access network products being lower than in the reference period.R&D expenses amounted to EUR 3.7 (3.4) million, representing 10.2% (9.2%) of the business area’s net sales. Product development projects focused on distributed access architecture (including solutions designed for the US market), situational awareness and video security solutions, passenger information systems and customer-specific projects. Capitalised R&D expenses amounted to EUR 1.5 (1.2) million. Depreciation on capitalised R&D expenses was EUR 0.7 (0.6) million.Video and Broadband Solutions January-December 2019Orders received decreased year-on-year by 5.8% to EUR 143.5 (152.3) million. Orders received decreased in access network products and increased in video security and information solutions. Net sales increased by 1.9% to EUR 141.4 (138.7) million. Net sales increased in video security and information solutions but declined in access network products. Operating result increased by 4.1%, standing at EUR 8.1 (7.7) million and representing 5.7% (5.6%) of net sales. Operating result was improved by the increased net sales of video security and information solutions.R&D expenses amounted to EUR 13.5 (12.5) million, representing 9.5% (9.0%) of net sales. Product development projects focused on distributed access architecture (including solutions designed for the US market), situational awareness and video security solutions, passenger information systems and customer-specific projects. Capitalised R&D expenses amounted to EUR 4.7 (4.8) million. Depreciation on capitalised R&D expenses was EUR 2.5 (2.2) million. Network Services October-December 2019Orders received and net sales decreased by 25.1% year-on-year, amounting to EUR 22.3 (29.8) million. Net sales decreased in Germany but increased in Switzerland. The decrease in net sales in Germany was due to the end of a major customer project at the end of 2018 and the demand for services being lower than in the reference period. Operating result decreased by EUR 0.7 million to EUR -0.4 (0.3) million. Operating result represented -1.7% (1.0%) of net sales. The operating result decreased as a result of decreasing net sales in Germany but increased in England, where the focus was on higher-added-value services.Network Services January-December 2019Orders received and net sales decreased by 15.7% and amounted to EUR 94.1 (111.7) million. Net sales decreased in Germany due to the end of a major customer project at the end of last year and the demand for services being lower than before. Operating result decreased by 117.5% to EUR -0.3 (2.0) million. The operating result decreased as a result of decreasing net sales in Germany but increased in England, where the focus was on higher-added-value services. Personnel and organisation January-December 2019In the period under review, the average number of people employed by the Group was 1,363 (1,393/2018, 1,492/2017). Of these, 682 (700) were employed by Video and Broadband Solutions and 681 (693) by Network Services. At the end of the review period, the Group employed 1,330 people (1,353/2018, 1,446/2017), of whom 64% (65%/2018, 65%/2017) were stationed abroad. Approximately 2% of the Group’s employees were working outside Europe.Personnel expenses increased by 0.2% year-on-year to EUR 66.2 (66.0/2018, 69.4/2017) million. The change in personnel expenses was attributable to a decrease in the number of personnel, wage increases and capitalisation of R&D costs. The average number of personnel decreased by 2.1%. The number of personnel decreased in both Video and Broadband Solutions and Network Services.Investments January-December 2019Investments by the Group totalled EUR 13.0 (7.0) million, representing 5.5% (2.8%) of net sales. Of the investments, EUR 4.7 (4.8) million were related to product development. Other investments included EUR 2.1 million of investments in increasing service production capacity in Germany. New leases reported in accordance with IFRS 16, which was adopted on 1 January 2019, increased investments by EUR 4.3 million.Product development projects focused on distributed access architecture (including solutions designed for the US market), situational awareness and video security solutions, passenger information systems and customer-specific projects.Financing and Capital Structure January-December 2019Cash flow from operations was EUR 4.1 (15.0) million. Cash flow from operations was reduced by lower advance payments from customers compared with the exceptionally high level of the reference year, an increase in inventories and the loss of assets due to a crime against a foreign subsidiary.Teleste Corporation has credit and loan facilities with a combined total value of EUR 50.0 million. The five-year loan facility of EUR 30.0 million will mature in August 2022. The loan is repaid in annual instalments of EUR 3.0 million. The EUR 20.0 million credit facility will run until the end of August 2020. At the end of the period under review, the amount of unused binding credit facilities was EUR 20.9 (20.0) million. On 31 December 2019, the Group’s interest-bearing debt stood at EUR 33.0 (26.8) million.The Group’s equity ratio was 49.5% (51.7%) and net gearing ratio 34.1% (5.9%). A total of EUR 8.1 million was recognised in interest-bearing debt in accordance with the IFRS 16 standard, which was adopted on 1 January 2019. IFRS 16 had the following effect on key figures at the end of the period under review: equity ratio -2.9 percentage points and net gearing ratio +11.2 percentage points.Key risks faced by the business areasFounded in 1954, Teleste is a technology and services company consisting of two business areas: Video and Broadband Solutions and Network Services. Europe is the main market and business area, but the company aims to expand its business, particularly in North America. Teleste’s customers include cable operators, public transport operators, train manufacturers and specified organisations in the public sector.In Video and Broadband Solutions, customer-specific and integrated deliveries of solutions create favourable conditions for growth. On the other hand, the allocation of resources to the deliveries and the technical implementation are demanding tasks, which is why there are also risks involved. Our operator customers’ network investments vary according to the development of technology, customers’ need to upgrade and their financial structure. End-to-end deliveries of video security and information solution systems may be large in size, setting high demands for the project quotation calculation and management and, consequently, involving risks. Increased competition created by the new service providers may undermine the cable operators’ ability to invest. Correct technological choices, product development and their timing are vital to our success. Various technologies are used in our products and solutions, and the intellectual property rights associated with the application of these technologies can be interpreted in different ways by different parties. Such difficulties of interpretation may lead to costly investigations or court proceedings. Customers have very demanding requirements for the performance of products, their durability in challenging conditions and their compatibility with other components of integrated systems. Regardless of careful planning and quality assurance, complex products may fail in the customer’s network and lead to expensive repair obligations. The consequences of natural phenomena and global disruptions, such as an epidemic, or accidents, such as a fire, may reduce the availability of components in the order-delivery chain of the electronics industry or suspend our own manufacturing operations. Customs levies imposed by major powers in the world economy and other trade war measures may have a negative effect on component supply chains and, in particular, the profitability of products exported to the United States. Many competitors in the business area come from the United States, which is why the exchange rate of the euro against the US dollar has an effect on our competitiveness. In particular, the development of the exchange rates of the US dollar and the Chinese renminbi against the euro influences our product costs. The company hedges against short-term currency exposure by means of forward exchange contracts. Future treaties between the UK and the European Union  could make deliveries to English customers more difficult. Net sales of Network Services come mainly from a small number of large European customers. Therefore, a significant change in the demand for our services by any one of them is reflected in the actual deliveries and profitability. The improvement of customer satisfaction and productivity requires efficient service process management, as well as innovative process, product and logistics solutions to ensure the quality and cost-efficiency of services. The smooth functioning of cable networks requires efficient technical management of the networks and suitable equipment solutions in accordance with contractual obligations. This, in turn, requires continuous development of the skills and knowledge of our personnel and subcontractors. In addition, the sufficiency and usage rates of our personnel and subcontractor network influence the company’s delivery capacity and profitability. Subcontractors’ costs may increase faster than it is possible for Teleste to increase the prices of its services to its own customers. In larger projects with overall responsibility, tender calculation and project management are complex tasks that involve risks. Severe weather conditions may affect our ability to deliver services.Teleste’s strategy involves risks and uncertainties: new business opportunities may fail to be identified or successfully used. The business areas must take into account market movements, such as consolidations among our customers and competitors. Periods of technological transformation, such as operators migrating to distributed access architecture, may significantly change the competitive positions of the current suppliers and attract new competitors to the market. Intensified competition may decrease the prices of products and solutions faster than we are able to reduce our products’ manufacturing and delivery costs.Various information systems are critical to the development, manufacture and supply of products to our customers. The maintenance of information systems and deployment of new systems involve risks that may affect our ability to deliver products and services. Information systems are also exposed to external threats and we strive to protect ourselves from these threats through technical solutions and by increasing the security competence of our personnel. Teleste Group may also be targeted by illegal activities and fraud attempts that could have a significant effect on the financial result. The Group strives to minimise these risks by continuing to develop good governance practices and increasing the security competence of its personnel. Recruiting and maintaining skilled personnel requires encouragement, development and recruitment efforts, which can fail.The Board of Directors annually reviews essential business risks and their management. Risk management constitutes an integral part of the strategic and operational activities of the business areas. Risks are reported to the Audit Committee on a regular basis.On 23 December 2016, a competitor of Teleste filed two complaints against Teleste Limited, demanding damages from the company for the infringement of two patents. Teleste has denied the patent infringements. The disputes were resolved by court decisions issued on 29 January 2019 and 18 November 2019, which were favourable for Teleste and resulted in the annulment of the competitor’s patents. Teleste’s competitor has not appealed the decisions, so they are legally valid. The results of these litigations do not have a material effect on Teleste’s financial position. Due to the favourable outcomes, Teleste retains its right to market and sell its products to customers in all of its market areas.Group structureThe parent company has a branch office in the Netherlands and subsidiaries in 14 countries outside Finland.Shares and changes in share capitalOn 31 December 2019, Tianta Oy was the largest single shareholder with a holding of 23.2%.In the period under review, the lowest price of the company’s share was EUR 5.04 (5.12) and the highest price was EUR 6.80 (7.58). The closing price on 31 December 2019 stood at EUR 5.34 (5.26). According to Euroclear Finland Ltd, the number of shareholders at the end of the period under review was 5,515 (5,531). Foreign and nominee-registered holdings accounted for 6.1% (6.2%) of the shares. The value of Teleste’s shares traded on Nasdaq Helsinki from 1 January to 31 December 2019 was EUR 9.2 (13.3) million. In the period under review, 1.6 (2.0) million Teleste shares were traded on the stock exchange. Teleste’s share is quoted in the technology section of Nasdaq Helsinki.On 4 April 2019, Teleste Corporation’s Board of Directors decided on a directed share issue without consideration, relating to the payment of the reward for the 2016-2018 performance period of Teleste Group’s share-based incentive plan 2015. In the share issue, a total of 22,361 Teleste Corporation shares in the possession of Teleste Corporation were conveyed without consideration to key persons included in the share-based incentive plan, in accordance with the terms of the plan. On 31 December 2019, the Group held 798,821 (821,182) of its own shares, all held by the parent company Teleste Corporation. At the end of the review period, the Group’s holding of the total number of shares amounted to 4.2% (4.3%).On 31 December 2019, the company’s registered share capital stood at EUR 6,966,932.80, divided into 18,985,588 shares.Valid authorisations at the end of the review period:
– The Board of Directors may acquire 1,200,000 own shares of the company otherwise than in proportion to the holdings of the shareholders with unrestricted equity through trading on the regulated market organised by Nasdaq Helsinki at the market price of the time of the purchase.
– The Board of Directors may decide on issuing new shares and/or transferring the company’s own shares held by the company, so that the maximum total number of shares issued and/or transferred is 2,000,000.
– The total number of new shares to subscribe for under the special rights granted by the company and own shares held by the company to be transferred may not exceed 1,000,000 shares, which number is included in the above maximum number concerning new shares and the Group’s own shares held by the company.
– These authorisations are valid until 3 October 2020.
Decisions by the Annual General MeetingThe Annual General Meeting (AGM) of Teleste Corporation held on 4 April 2019 adopted the financial statements and consolidated financial statements for 2018 and discharged the members of the Board of Directors and the CEO from liability for the financial period 2018. The AGM confirmed the dividend of EUR 0.20 per share for the year 2018 as proposed by the Board. The dividend was paid on 15 April 2019 on shares other than own shares held by the company.The AGM decided that the Board of Directors shall consist of seven members. Pertti Ervi, Jannica Fagerholm, Timo Luukkainen, Heikki Mäkijärvi and Kai Telanne were re-elected as members of Teleste Corporation’s Board of Directors, and Jussi Himanen and Vesa Korpimies were elected as new Board members. Pertti Ervi was elected Chair of the Board in the organising meeting held after the AGM on 4 April 2019. Jannica Fagerholm was elected Chair of the Audit Committee, with Pertti Ervi and Vesa Korpimies elected as members.The AGM decided to choose one auditor for Teleste Corporation. The audit firm KPMG Oy Ab was chosen as the company’s auditor. The auditor has appointed Petri Kettunen, APA, as the auditor in charge.The Annual General Meeting decided to authorise the Board of Directors to decide on the purchase of the company’s own shares in accordance with the proposal of the Board. According to the authorisation, the Board of Directors may acquire 1,200,000 own shares of the company otherwise than in proportion to the holdings of the shareholders with unrestricted equity through trading on the regulated market organised by Nasdaq Helsinki Ltd at the market price of the time of the purchase. This authorisation is valid for 18 months from the date of the AGM’s decision. The authorisation overrides any previous authorisations to purchase the company’s own shares.The Annual General Meeting decided to authorise the Board of Directors to decide on issuing new shares and/or transferring the company’s own shares held by the company and/or granting special rights referred to in Chapter 10, Section 1 of the Limited Liability Companies Act, in accordance with the Board’s proposal. The new shares may be issued and the company’s own shares held by the company may be conveyed either against payment or for free. New shares may be issued and the company’s own shares held by the company may be conveyed to the company’s shareholders in proportion to their current shareholdings in the company, or by waiving the shareholder’s pre-emption right, through a directed share issue if the company has a weighty financial reason to do so. The new shares may also be issued in a free share issue to the company itself.Under the authorisation, the Board of Directors has the right to decide on issuances of new shares and/or transferring the company’s own shares held by the company, so that the maximum total number of shares issued and/or transferred is 2,000,000. The total number of new shares to subscribe for under the special rights granted by the company and own shares held by the company to be transferred may not exceed 1,000,000 shares, which number is included in the above maximum number concerning new shares and the Group’s own shares held by the company.The authorisations are valid for eighteen (18) months from the resolution of the Annual General Meeting. The authorisations override any previous authorisations to decide on issuances of new shares and on granting stock option rights or other special rights entitling to shares. Operating environment in 2020The business objective of Video and Broadband Solutions is to maintain its strong market position in Europe and to strengthen this market position particularly in Northern America.Demand for broadband services by cable operators continues to grow. The capacity of household broadband services are estimated to grow by 30-40% a year. European cable operators have been able to competitively respond to the increasing demand by investing in DOCSIS 3.1 standard-compliant 1.2 GHz frequency range network upgrades. Investments in expansion of the traditional HFC network infrastructure frequency range continue, but with a lower volume. Operators are already planning investment in next-generation distributed access architecture network solutions. For years now, the cable industry, including Teleste, has been preparing for the next technology wave with which investment in cable network infrastructure can be competitively continued also in the years to come. Teleste will continue to invest in the development of expertise and new technology as well as customer projects. Operators’ investments in distributed access architecture have been delayed compared with previous schedule estimates. According to our estimate, operators’ distributed access architecture deployment projects will commence during the second half of 2020. Transformation to distributed architecture provides Teleste with growth opportunities, but it also involves risks. Growth is enabled by the increased value of access network optical products as well as the possibility to use the technological transformation to expand business into the North American markets. Achieving interoperability with the cable network central systems is the most significant risk. We estimate that net sales from access network products in 2020 will be on par with the previous year, including the launch of distributed architecture product sales. Net sales are estimated to decrease early in the year and begin to increase late in the year.Ensuring safety in city environments, increase of public transport services and the increasing popularity of smart digital systems for a smoother life provide a foundation for growing business. Public transport operators and other authorities must ensure smooth operation of services and infrastructure as well as the safety of people. The public transport information systems market as well as video security and situational awareness systems market are expected to continue to grow in 2020. Public transport information systems are developing to be increasingly smart and real-time. Video security solutions are becoming increasingly smart, including pattern recognition and artificial intelligence. Furthermore, a need is arising in the market for comprehensive situational awareness systems that include management of other sensor-level data flows in addition to video image and automate operating processes in exceptional situations. Ensuring competitiveness requires Teleste to continuously make R&D investments in new intelligent solutions. In addition, it is necessary to improve the productivity and cost-efficiency of business. Teleste increased its market share in video security and information solutions during 2019, and 2020 starts with a high order backlog level. Characteristic for the business, a considerable proportion of deliveries will be distributed over several years. We estimate that net sales for video security and information solutions will continue to increase in 2020 from the previous year.In the Network Services business area, operators’ network investments are expected to also increase the demand for services in the long term. The objective is to further develop the operational efficiency of Teleste’s services business and increase the share of those services that provide our customers with higher added value. In our largest market area, Germany, we will continue to improve the efficiency of operations, strengthen the capabilities of the organisation and renew the subcontractor network. In addition, we will invest in the continuous improvement of customer satisfaction. The timing of customers’ projects in the biggest market, Germany, will have a particularly high impact on the net sales of the Network Services business area for 2020.Estimating the outlook for 2020 is made more difficult by uncertainty over the timing of new distributed access architecture investments by operators and the level of the key customer’s service demand in the German services business. Outlook for 2020Teleste does not expect the company’s net sales to deviate materially from the level of net sales for 2019 (EUR 235.5 million). Adjusted operating result is expected to amount to EUR 6-10 million. 
12 February 2020 Teleste Corporation          Jukka Rinnevaara
Board of Directors            President and CEO

Teleste’s Annual Report for 2019, which includes the audited financial statements, will be published no later than week 11 2020. The Company will issue a statement of its corporate governance as a separate report, which will be published together with the Annual Report, and will be simultaneously available on the Company’s web site.This interim report has been compiled in compliance with IAS 34, as it is accepted within EU, using the recognition and valuation principles with those used in the Annual Report. The data stated in this report is audited.












CALCULATION OF KEY FIGURES            ALTERNATIVE  PERFORMANCE MEASURES 
 
Effective from the beginning of 2019, Teleste has started to report non-IFRS alternative performance measures. The calculation of the alternative performance measures does not take into account income or expense items affecting comparability that are non-recurring or infrequently occurring and not part of the ordinary course of business. The purpose of presenting the alternative performance measures is to improve comparability, and they do not replace the performance measures and key figures presented in accordance with IFRS. The alternative performance measures reported by the Group are adjusted operating result and adjusted earnings per share. Adjusted operating result and adjusted earnings per share exclude material items affecting comparability that are not part of the ordinary course of business. The adjusted items are recognised in the income statement within the corresponding income or expense group.  
New Standard
ADDITIONAL INFORMATION:
CEO Jukka Rinnevaara, phone +358 2 2605 611
AttachmentTeleste FT 2019 ENG

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Full year 2019 net income of $52.2 million and adjusted EBITDA of $251.2 millionFull year 2019 cash from operating activities of $155.9 million and free cash flow of $116.1 millionRevenue of $247.7 million in Q4-19; net loss attributable to Apergy of $1.8 million, and adjusted net income of $10.3 millionAdjusted EBITDA in Q4-19 of $44.6 million including $7.7 million of isolated charges, including a customer bankruptcy, fixed asset adjustments, and customer concessions within the U.S. artificial lift businessRepaid $30 million of term loan debt in Q4-19, bringing total repaid to $150 million since May 2018Improved order rates in early 2020; expect sequential revenue growth in Q1-20Merger with ChampionX expected to close by the end of Q2-20ChampionX performed as expected in 2019For the second year in a row, Apergy placed 1st in total customer satisfaction in oilfield products for 2020 in a survey conducted by EnergyPoint ResearchTHE WOODLANDS, Texas, Feb. 24, 2020 (GLOBE NEWSWIRE) — Apergy Corporation (“Apergy”) (NYSE: APY) today reported full year 2019 revenue of $1.1 billion and net income attributable to Apergy of $52.2 million.  Adjusted net income attributable to Apergy was $77.1 million. Full year 2019 adjusted EBITDA was $251.2 million. Income before income taxes margin was 5.2%, and adjusted EBITDA margin was 22.2%. Net cash provided by operating activities was $155.9 million and free cash flow was $116.1 million for the full year. i
For the fourth quarter revenue was $247.7 million, net loss attributable to Apergy of $1.8 million, and adjusted net income attributable to Apergy of $10.3 million. Adjusted EBITDA was $44.6 million. Loss before income taxes margin was 4.3%, and adjusted EBITDA margin was 18.0%. Fourth quarter adjusted EBITDA included $7.7 million of isolated charges, including a customer bankruptcy, fixed asset adjustments, and customer concessions within our U.S. artificial lift business. Cash from operating activities in the fourth quarter of 2019 was $32.5 million, and free cash flow was $24.3 million.“The past year has been an eventful and transformative year for Apergy. We executed well during a period of changing market conditions, continued to invest in delivering superior products and services to our customers, plus announced a strategically important merger with ChampionX which will help propel our growth into the next decade,” said Sivasankaran “Soma” Somasundaram, President and Chief Executive Officer. “For full year 2019, we generated adjusted EBITDA of $251 million and free cash flow of $116 million, continuing to demonstrate the profitability and cash generating capabilities of our portfolio. Consistent with our capital allocation priorities, we repaid $105 million of term loan debt in 2019, including $30 million in the fourth quarter. Our disciplined capital management and focus on cash generation has enabled us to repay $150 million of debt since our spin-off.“During the fourth quarter, our teams executed well against a challenging market backdrop, including the effects of E&P budget exhaustion in North America. The quarter had a number of unusual items affecting results including additional third-party expenses related to our third quarter Form 10-Q filing and charges related to isolated customer collection challenges with a small number of customers in our U.S. artificial lift business, including one bankruptcy, dispute settlements, and customer concessions. I am pleased that on an operational basis our results showed continued margin resiliency and strong free cash flow generation. In addition, we introduced several new products in the fourth quarter.“Since the beginning of the new year, we have seen business activity levels sequentially improve, driven by reloaded North American E&P capital budgets, continued international growth, as well as increased orders by our drill bit customers. Consolidated January 2020 revenue was 11% greater than December 2019 revenue with particular strength in Drilling Technologies, which increased 29%. Additionally, we remain focused on managing our costs, including building on our restructuring savings implemented to date, as well as driving free cash flow generation. Consistent with historical performance, for Apergy, we expect to deliver a free cash flow to revenue ratio of approximately 10% for full year 2020. While the near-term market remains volatile due to global events, we remain focused on the factors under our control.“Looking ahead, our merger with ChampionX is expected to close by the end of the second quarter. We are pleased that ChampionX performed as we expected in 2019. Our integration planning is well underway, and as we make progress on our integration planning we are even more excited about our future as a combined company, and we have increased confidence in achieving our target of $75 million in annual cost synergies. We expect our planned merger with ChampionX to solidify our position as a focused, scale leader in the production segment by delivering our customers a full suite of production-optimization solutions. The combined company will have a strong balance sheet, greater scale, a larger geographic footprint, enhanced customer touchpoints, and reduced leverage supported by strong cash flow generation through the oil and gas cycle. Given the strengths of the combined portfolio, and the benefits of cost synergies, together with ChampionX, we expect to achieve another year of differentiated performance in 2020.” iiFull Year 2019 Results Summary

Production & Automation Technologies – Full Year 2019For full year 2019, Production & Automation Technologies revenue decreased $48.2 million, or 5%, driven by lower customer spending in North America, including the effects of E&P capital discipline in the second half of the year, partially offset by increasing international activity. North American revenue declined by $59.8 million, or 8%, and international revenue increased by $11.5 million, or 8%.  Revenue from digital products was $134.7 million for full year 2019, an increase of $15.4 million, or 13%, compared to the full-year 2018.Segment operating profit decreased $20.2 million, and adjusted segment EBITDA decreased $13.9 million, or 7%, due to the lower North American volume and the $7.7 million of isolated charges, which includes a customer bankruptcy, fixed asset adjustments, and customer concessions within the U.S. artificial lift business, partially offset by the benefits of cost reduction actions and productivity initiatives. Drilling Technologies – Full Year 2019For full year 2019, Drilling Technologies revenue decreased by $38.7 million, or 14%, driven by the significant decline in U.S. drilling activity in the second half of 2019 and the related customer destocking of polycrystalline diamond cutter inventories, as well as the push-out of diamond bearings deliveries due to capital discipline by our oilfield services customers. Segment operating profit decreased $25.1 million and adjusted segment EBITDA decreased by $25.8 million, or 24%, due to the lower volumes, partially offset by aggressive cost reduction actions, including headcount reductions taken in the third and fourth quarters, as well as the benefits of productivity initiatives.Fourth Quarter 2019 Results Summary

Production & Automation Technologies – Q4-19In the fourth quarter of 2019, Production & Automation Technologies revenue decreased $18.3 million, or 8%, sequentially, driven by lower customer spending in North America, including the effects of E&P budget exhaustion and capital discipline, particularly in December, as our U.S. customers restrained their spending to manage cash flow during 2019. On a year-over-year basis, Production & Automation Technologies revenue decreased $33.7 million, or 14%, due to lower artificial lift and other production equipment revenue in North America, partially offset by higher international and digital revenue.International markets continue to remain positive, and our Production & Automation Technologies fourth quarter revenue outside of North America was up 3% sequentially and 11% on a year-over-year basis. Revenue from digital products was $34.6 million in the fourth quarter of 2019, an increase of less than 1% on a sequential basis and 6% compared to the fourth quarter of 2018.Segment operating profit decreased $16.8 million, and adjusted segment EBITDA decreased $14.8 million, or 29%, sequentially, due to the reduced volume and an unfavorable product margin mix, combined with the $7.7 million of isolated charges, which includes a customer bankruptcy, fixed asset adjustments, and customer concessions within the U.S. artificial lift business, which were partially offset by cost reduction actions. On a year-over-year basis, segment operating profit decreased $17.1 million and adjusted segment EBITDA decreased $15.4 million, or 30%, due to the lower volume and the $7.7 million isolated charge, which were partially offset by cost reduction actions.Drilling Technologies – Q4-19In the fourth quarter of 2019, Drilling Technologies revenue decreased by $10.8 million, or 20%, sequentially, driven by the decline in U.S. drilling activity and customer destocking of polycrystalline diamond cutter inventories, as well as the push-out of orders for diamond bearings due to capital discipline by our oilfield services customers. From an operational perspective, within our Drilling Technologies segment, order rates for polycrystalline diamond cutters stabilized and subsequently improved in the later stages of the fourth quarter of 2019 as customers completed their inventory destocking activities, and we have seen improved order rates entering 2020. The estimated impact of destocking by our drill bit customers on our fourth quarter 2019 Drilling Technologies revenue was an incremental $4 million from the third quarter of 2019.Sequentially, the average worldwide and U.S. rig counts declined 5% and 11%, respectively. On a year-over-year basis, the average worldwide and U.S. rig counts declined 11% and 24%, respectively. Segment operating profit decreased $5.2 million and adjusted segment EBITDA decreased by $5.2 million, or 31%, sequentially, due to the lower volumes, partially offset by cost reduction actions executed at the end of the third quarter, and the benefits of productivity initiatives.Year-over-year, segment operating profit decreased $18.2 million, and adjusted segment EBITDA decreased by $18.1 million, or 61%, as a result of the lower volume, partially offset by cost reduction actions and productivity initiatives.Q1-20 GuidanceBased on order rates across both segments, Apergy anticipates sequential improvement across its business in Q1-20 and is providing guidance for the quarter as follows:For full year 2020, we expect our capital expenditures to be:Infrastructure related capital expenditures equal to 2.5% of revenue; plusCapital expenditure portion for leased ESP investment between $5 and $10 millionFor full year 2020, we expect the investment in leased assets in the net cash from operating activities section of our consolidated statement of cash flows to be between $20 and $25 million.Adjusted EBITDA and free cash flow to revenue ratio are non-GAAP financial measures. Management cannot reliably or reasonably predict certain of the necessary components of the most directly comparable forward-looking GAAP measures, such as net income and cash from operating activities. Accordingly, we are unable to present a quantitative reconciliation of the forward looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures. Amounts excluded from the non-GAAP measures in future periods could be significant. However, we use adjusted EBITDA and free cash flow to revenue ratio as internal measures of the company’s operational results and believe they are good tools for the investment community to evaluate Apergy’s overall financial performance across periods.Other Business HighlightsFor the second year in a row, Apergy was recognized as the leader in total customer satisfaction in oilfield products for 2020, as well as first in 8 additional categories, in a survey conducted by EnergyPoint Research, an independent customer satisfaction research firm.Expect to capture Electric Submersible Pump (“ESP”) field trial with one additional major International Oil Company (IOC) in the Permian basin.Launched XSPOC 3.0 production optimization software providing a number of powerful updates including optimization, artificial intelligence, and physics-based diagnostics enabling customers to reduce their production costs and increase flow.Designed and launched the Affirmed PowerFit motor for slim hole ESP applications, providing customers with increased productivity in small diameter unconventional wells.Seventy-eight patents were issued to Drilling Technologies in 2019, twenty-one were issued in the fourth quarter of 2019.Developed improved application-specific designs for polycrystalline diamond cutters across multiple basins to enhance performance in both abrasion and impact applications.
Conference Call Details
Apergy Corporation will host a conference call on Tuesday, February 25, 2020, to discuss its fourth quarter and full year 2019 financial results. The call will begin at 10:00 a.m. Eastern Time. Presentation materials that supplement the conference call are available on Apergy’s website at www.investors.apergy.com.To listen to the call via a live webcast, please visit Apergy’s website at www.apergy.com. The call will also be available by dialing 1-888-517-2464 in the United States and Canada or 1-630-827-6816 for international calls. Please call approximately 15 minutes prior to the scheduled start time and reference Apergy conference call number 7198 051.A replay of the conference call will be available on Apergy’s website. Also, a replay may be accessed by dialing 1-888-843-7419 in the United States and Canada, or 1-630-652-3042 for international calls. The access code is 7198 051#.Basis of PresentationFor periods prior to May 9, 2018 (the “Separation”), our results of operations, financial position and cash flows are derived from the consolidated financial statements and accounting records of Dover Corporation (“Dover”) and reflect the combined historical results of operations, financial position and cash flows of certain Dover entities conducting its upstream oil and gas energy business within Dover’s Energy segment, including an allocated portion of Dover’s corporate costs. Our financial statements have been presented as if such businesses had been combined for all periods prior to the Separation. These pre-Separation combined financial statements may not include all of the actual expenses that would have been incurred had we been a stand-alone public company during the periods presented prior to the Separation, and consequently may not reflect our results of operations, financial position and cash flows had we been a stand-alone public company during the periods presented prior to the Separation. All financial information presented after the Separation represents the consolidated results of operations, financial position and cash flows of Apergy.About Non-GAAP MeasuresIn addition to financial results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), this news release presents non-GAAP financial measures. Management believes that adjusted EBITDA, adjusted EBITDA margin, adjusted segment EBITDA, adjusted segment EBITDA margin, adjusted net income attributable to Apergy, adjusted diluted earnings per share attributable to Apergy, reflect the core operating results of our businesses and help facilitate comparisons of operating performance across periods. In addition, free cash flow and free cash flow to revenue ratio are used by management to measure our ability to generate positive cash flow for debt reduction and to support our strategic objectives, while adjusted working capital provides a meaningful measure of operational results by showing changes caused by revenue or our operational initiatives. The foregoing non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP. A reconciliation of these non-GAAP measures to the comparable GAAP measures is included in the accompanying financial tables.About ApergyForward-Looking StatementsThis news release contains statements relating to future actions and results, which are “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, Apergy’s market position and growth opportunities.  Forward-looking statements include, but are not limited to, statements related to Apergy’s planned merger with ChampionX, statements related to Apergy’s expectations regarding the performance of the business, financial results, liquidity and capital resources of Apergy, the effects of competition, and the effects of future legislation or regulations and other non-historical statements. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, tax and regulatory matters; and changes in economic, competitive, strategic, technological, regulatory or other factors that affect the operation of Apergy’s businesses. You are encouraged to refer to the documents that Apergy files from time to time with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” in Apergy’s Annual Report on Form 10-K for the year ended December 31, 2018, and in Apergy’s other filings with the SEC, for a discussion of these and other risks and uncertainties. Readers are cautioned not to place undue reliance on Apergy’s forward-looking statements. Forward-looking statements speak only as of the day they are made and Apergy undertakes no obligation to update any forward-looking statement, except as required by applicable law.Important Information About the ChampionX Transaction and Where to Find ItIn connection with the proposed transaction, Apergy has filed a preliminary proxy statement on Schedule 14A and a registration statement on Form S-4 containing a prospectus with the Securities and Exchange Commission (the “SEC”) and ChampionX Holding Inc. has filed a registration statement on Form S-4 and Form S-1 containing a prospectus.  Both Apergy and ChampionX expect to file amendments to these filings before they become effective.  INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENTS/PROSPECTUSES AND PRELIMINARY PROXY STATEMENT AND ANY FURTHER AMENDMENTS WHEN THEY BECOME AVAILABLE AS WELL AS ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT APERGY, ECOLAB, CHAMPIONX AND THE PROPOSED TRANSACTION. Investors and securityholders may obtain a free copy of the registration statements/prospectuses and preliminary proxy statement and any further amendments (when available) and other documents filed by Apergy, Ecolab and ChampionX with the SEC at the SEC’s website at http://www.sec.gov.  The registration statements/prospectuses and preliminary proxy statement and other documents (when they are available) can also be obtained free of charge from Ecolab upon written request to Ecolab Inc., Attn: Investor Relations, 1 Ecolab Place, St. Paul, MN 55102, or by e-mailing investor.info@ecolab.com, or upon written request to Apergy, Investor Relations, 2445 Technology Forest Boulevard, The Woodlands, Texas 77381, or by e-mailing david.skipper@apergy.com.Participants in the SolicitationThis communication is not a solicitation of a proxy from any security holder of Apergy. However, Apergy, Ecolab and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Apergy in connection with the proposed transaction under the rules of the SEC. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Apergy in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information about the directors and executive officers of Ecolab may be found in its Annual Report on Form 10-K filed with the SEC on March 1, 2019, and its definitive proxy statement relating to its 2019 Annual Meeting of Shareholders filed with the SEC on March 15, 2019. Information about the directors and executive officers of Apergy may be found in its Annual Report on Form 10-K filed with the SEC on February 27, 2019, and its definitive proxy statement relating to its 2019 Annual Meeting of Stockholders filed with the SEC on March 25, 2019.No Offer or SolicitationThis communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Investor Contact: David Skipper
david.skipper@apergy.com
713-230-8031
Media Contact: John Breed
john.breed@apergy.com
281-403-5751
____________
i Adjusted net income attributable to Apergy, adjusted EBITDA, adjusted EBITDA margin, adjusted segment EBITDA, adjusted segment EBITDA margin, free cash flow, and free cash flow to revenue are non-GAAP measures. See section titled “About Non-GAAP Measures” below for details on the non-GAAP measures used in this release.
ii The transaction with ChampionX is subject to customary closing conditions, including the effectiveness of Apergy and Ecolab Inc. (“Ecolab”) filings with the Securities and Exchange Commission, Apergy shareholder approval, consummation of the ChampionX separation from Ecolab, and regulatory approvals.


APERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
_______________________
(1)  Includes $9.8 million in acquisition transaction costs, $2.8 million in extended filing costs, and $0.4 million in intellectual property defense costs for the three months ended December 31, 2019.


APERGY CORPORATION
BUSINESS SEGMENT DATA
(UNAUDITED)
_______________________
(1)  Corporate expense and other includes costs not directly attributable to our reporting segments such as corporate executive management and other administrative functions, costs related to our separation from Dover Corporation and the results attributable to our noncontrolling interest.
(2)  The book-to-bill ratio compares the dollar value of orders received (bookings) relative to revenue realized during the period.


APERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)


APERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


APERGY CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
_______________________
(1)  Separation and supplemental benefit costs primarily relates to separation costs, and to a lesser extent, enhanced or supplemental benefits provided to employees no longer participating in Dover Corporation benefit and compensation plans. Supplemental benefit costs are expected to be incurred through the end of 2020. Includes $3.4 million of tax indemnification expense during the three months ended September 30, 2019 and year ended December 31, 2019 pursuant to the provisions of the tax matters agreement with Dover Corporation.
(2)  Patents and other intangible assets related to our business were conveyed by Dover Corporation to Apergy on April 1, 2018. No royalty charges were incurred after March 31, 2018.
(3)  Includes losses of $0.2 million and $2.7 million loss during the three months ended and year ended December 31, 2019, respectively, related to the disposal of our pressure vessel manufacturing business in our Production & Automation Technologies segment. Includes a $1.7 million impairment charge during the year ended December 31, 2019 related to our pressure vessel manufacturing business.
(4)  Acquisition transaction costs include $9.3 million related to the planned merger with ChampionX incurred during the three months ended and year ended December 31, 2019. Additionally, includes compensation for post business combination services, related to an acquisition that closed during the third quarter of 2019, which are expected to be incurred through the end of January 2021.
(5)  Includes professional fees of $2.8 million incurred during the three months ended and year ended December 31, 2019 related to the extended filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
(6)  We generally tax effect adjustments using a combined federal and state statutory income tax rate of approximately 24 percent. Includes tax expense of $1.7 million during the year ended December 31, 2018, associated with capital gains related to certain reorganizations of our subsidiaries as part of the Separation from Dover Corporation.


_______________________
(1)  Separation and supplemental benefit costs primarily relates to separation costs, and to a lesser extent, enhanced or supplemental benefits provided to employees no longer participating in Dover Corporation benefit and compensation plans. Supplemental benefit costs are expected to be incurred through the end of 2020.
(2)  Acquisition transaction costs include $9.3 million related to the planned merger with ChampionX incurred during the three months ended December 31, 2019. Additionally, includes compensation for post business combination services, related to an acquisition that closed during the third quarter of 2019, which are expected to be incurred through the end of January 2021.
(3)  Includes professional fees of $2.8 million incurred during the three months ended December 31, 2019 related to the extended filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.


_______________________
(1)  Separation and supplemental benefit costs primarily relates to separation costs, and to a lesser extent, enhanced or supplemental benefits provided to employees no longer participating in Dover Corporation benefit and compensation plans. Supplemental benefit costs are expected to be incurred through the end of 2020. Includes $3.4 million of tax indemnification expense pursuant to the provisions of the tax matters agreement with Dover Corporation.
(2)  Acquisition transaction costs include compensation for post business combination services, related to an acquisition that closed during the third quarter of 2019, which are expected to be incurred through the end of January 2021.


_______________________
(1)  Separation and supplemental benefit costs primarily relates to separation costs, and to a lesser extent, enhanced or supplemental benefits provided to employees no longer participating in Dover Corporation benefit and compensation plans. Supplemental benefit costs are expected to be incurred through the end of 2020.


_______________________
(1)  Separation and supplemental benefit costs primarily relates to separation costs, and to a lesser extent, enhanced or supplemental benefits provided to employees no longer participating in Dover Corporation benefit and compensation plans. Supplemental benefit costs are expected to be incurred through the end of 2020. Includes $3.4 million of tax indemnification expense pursuant to the provisions of the tax matters agreement with Dover Corporation.
(2)  Includes a $2.7 million loss on disposal and $1.7 million impairment charge of our pressure vessel manufacturing business in our Production & Automation Technologies segment.
(3)  Acquisition transaction costs include $9.3 million related to the planned merger with ChampionX incurred during the year ended December 31, 2019. Additionally, includes compensation for post business combination services, related to an acquisition that closed during the third quarter of 2019, which are expected to be incurred through the end of January 2021.
(4)  Includes professional fees of $2.8 million incurred during the year ended December 31, 2019 related to the extended filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.

 _______________________
(1)  Separation and supplemental benefit costs primarily relates to separation costs, and to a lesser extent, enhanced or supplemental benefits provided to employees no longer participating in Dover Corporation benefit and compensation plans. Supplemental benefit costs are expected to be incurred through the end of 2020.
(2)  Royalty expense represents charges for the right to use of Dover Corporation patents and other intangible assets.


Adjusted Working Capital
Free Cash Flow 
 

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The physical security information management (PSIM) market is expected to witness a CAGR of 34.41% during the forecast period (2019

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New York, Feb. 24, 2020 (GLOBE NEWSWIRE) — Reportlinker.com announces the release of the report “Physical Security Information Management Market – Growth, Trends, and Forecast (2019 – 2024)” – https://www.reportlinker.com/p05865779/?utm_source=GNW
The need for the safe cities has resulted in the market offering a variety of security-related information onto a consolidated to PSIM platform and has been a clinical factor in the demand generation in the market.
Clare: clare@reportlinker.com
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Intl: +1 339-368-6001

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ThreeD Capital Inc. Announces Completion of Private Placement to Raise $300,000

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TORONTO, Feb. 24, 2020 (GLOBE NEWSWIRE) — ThreeD Capital Inc. (the “Company”) (CSE:IDK), a Canadian-based venture capital firm focused on investments in promising, early stage companies and ICOs with disruptive capabilities, is pleased to announce that it has completed a non-brokered private placement (the “Offering”), pursuant to which it has issued 10,000,000 units (“Units”) at a price of $0.03 per Unit, to raise aggregate gross proceeds of $300,000.  Each Unit consists of one common share of the Company and one common share purchase warrant (a “Warrant”).  Each Warrant entitles the holder thereof to acquire one additional common share of the Company at an exercise price of $0.05 until February 24, 2023. 
All securities issued and issuable in connection with the Offering are subject to a statutory hold period expiring on June 25, 2020.  Proceeds of the Offering will be used for investment purposes and general working capital.About ThreeD Capital Inc.ThreeD is a publicly-traded Canadian-based venture capital firm focused on opportunistic investments in companies in the Junior Resources, Artificial Intelligence and Blockchain sectors.  ThreeD seeks to invest in early stage, promising companies and ICOs where it may be the lead investor and can additionally provide investees with advisory services, mentoring and access to the Company’s ecosystem.

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