News Article | February 15, 2017
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News Article | February 24, 2017
: resilient performance Slightly positive organic growth expected in 2017 Mid-term ambition intact, with timing delayed by one year Revenue of €4.55 billion, up 1.4% at constant currency vs. 2015 Adjusted operating margin of 16.2%, down 25 basis points organically vs. 2015 Adjusted net profit of €409 million (€0.94/share), up 3.7% at constant currency vs. 2015 Net income of €319 million, up 34.2% at constant currency Proposed dividend of 55 cents per share, up 7.8% vs. 2015 "In 2016 Bureau Veritas proved to be resilient despite the challenging commodities and shipping market environment. Several of the Group's portfolio activities had a solid year, notably Consumer Products, IVS, Agri-Food and Certification. The 2016 financial year closed with growth and profitability in line with our latest guidance, with an improving trend in organic growth in the last quarter. In 2016, China became the leading country of Bureau Veritas in terms of Group revenue at 16.0%. As we progress with the global transformation of the Group, I have tightened the Executive Committee team to make the organization more agile and facilitate the roll-out of our refocused five Growth Initiatives. We strive to significantly increase our commercial development and innovation efforts while continuing proactive restructuring and operational efficiency. In a still uncertain environment, our ambition is intact but we expect the timing of our 5-year plan to be delayed by one year. We now aim at returning to a 5-7% organic revenue growth by 2020, adding circa €1.5bn to Group revenue in 2020 compared to 2015 revenue2, achieving an adjusted operating margin above 17% in 2020, and continuously generating a high free cash flow. In 2017, we anticipate a slightly positive organic growth with an adjusted operating margin at circa 16%, as well as higher cash flow generation compared to 2016". The Board of Directors of Bureau Veritas met yesterday and approved the financial statements for 2016. The main consolidated financial items are presented below: (a) Financial indicators not defined by IFRS presented in Appendix 5 Organic growth was -0.6% over the full year including -0.3% in the last quarter. This number reflects mixed performances by business with notably: - a 1.7-points positive contribution to the Group's organic growth from the activities under the eight Growth Initiatives (€80m of incremental revenue). A strong performance was achieved in Agri-Food, Building & Infrastructure, Opex and Automotive, which positively contributed to the performances of the Commodities, Certification, Construction, IVS and Consumer Products businesses. - a 1.9-points negative impact on the Group's organic growth from declining commodities markets. This includes i) a 20% decline year-on-year for oil & gas activities dependent on new investments (capex; below 6% of Group revenue) and ii) a mid-single digit decline for upstream-related activities in the Metals & Minerals segment (now less than 4% of revenue) despite positive growth in the second-half of 2016 thanks to the rebound in Metallurgical testing. These results support the Group's emphasis on targeted Growth Initiatives, and its continuous adjustment of the cost base in commodities-related activities (including GSIT), and more recently in Marine & Offshore. This led to restructuring charges of €42.6 million, essentially people related with rapid pay back. 2- Nine acquisitions in 2016, all supporting the Growth Initiatives In 2016, the Group completed nine acquisitions, representing €124 million in annualized revenue (or 2.7% of 2016 Group revenue). The scope effect was €80.9m in 2016. Bureau Veritas carried out a number of bolt-on acquisitions, simultaneously broadening its services offering to existing clients and gaining access to new ones in markets where the Group already has a significant platform. Positions were strengthened in the Building & Infrastructure market in the UK (HCD) and in China (Chongqing Liansheng), in Certification (Cepas), in the Opex services for petrochemicals in the US (Summit), and in a wide range of high value added services for the Marine & Offshore market (TMC, MAC). Other acquisitions carried out in 2016 targeted markets where the Group is currently building its platform. The acquisition of an automotive conformity assessment body in China (VEO) and of the leading provider of Agri-food testing in Australia (DTS), complemented by a smaller deal in Agri in Brazil (KMA) are further steps taken in this process. In February 2017, the Group finalized the acquisition of Shanghai Project Management, which reinforces the Group's position in the Building & Infrastructure market in China. 3- Successful bond refinancing: €700 million raised through a 7-year and 10-year non-rated bond issue on August 31, 2016, with coupons of 1.25% and 2% respectively. Since the beginning of the year, the Group has decided to move to a leaner Executive Committee with nine members (reduced from 16 previously) to streamline the decision-making process and give more agility to implement the global transformation of the Group. A Senior EVP position has been created to specifically drive the implementation of Bureau Veritas' strategic plan. In relation to this new organization and to reflect the more market-centric approach adopted in 2016, Bureau Veritas updates its segment profit reporting. Therefore, as of January 1, 2017, the Group reports its results under six businesses (instead of eight previously): 1) Marine & Offshore; 2) Agri-Food & Commodities; 3) Industry; 4) Building & Infrastructure; 5) Certification and 6) Consumer Products. This change also simplifies the reading of the Group's portfolio. Full-year 2016 figures under the new reporting structure are disclosed in Appendix 3. 2 - Global transformation and focus on five Growth Initiatives A year through the strategic plan, the Group conducted a full reassessment of its Growth Initiatives based on a more in depth review with the market leaders now in place within the organization. Factoring in recent market dynamics (essentially oil & gas and Marine down-cycle) the contribution and the potential of each of the eight growth initiatives unveiled as part of its 2020 ambition, Bureau Veritas has decided to focus its development efforts on five initiatives going forward: Building & Infrastructure, Opex in the energy sectors (oil & gas, power & utilities and chemicals), Agri Food, Automotive and SmartWorld. Together, they represent circa 30% of Group revenue, and will bring additional growth drivers and the diversification the group is seeking for. The three other Growth Initiatives are going back to the base business for specific reasons: - Marine & Offshore's short term priority will be to deal with the challenging shipping environment. In addition, as M&O is already well advanced on its transformation notably regarding digital, there is less need to put the emphasize on that initiative. - The initiative on Global Certification is delivering good results and will be continued but this is a business that requires more local negotiations than to be followed centrally. - Adjacent Retail & Mining is embedded within the business and is driven by cross-selling within existing client relationships on a local basis. Also, for the whole of its portfolio including the Growth Initiatives, the Group has decided to accelerate its Global transformation through its maintained four main levers: 1) a more commercially and client-oriented culture with notably key Account Management, 2) the systematic deployment of Excellence@BV to improve the Group agility and productivity, 3) digitalization of the company, 4) enhanced training and talent management. In terms of geographies, the Group's focus on two countries, namely the USA and China, is confirmed. 3 - Mid-term ambition intact, with timing delayed by one year With a more compact organization, refocused Growth Initiatives and a deeper and more global reach, the Group moves forward in its transformation journey to execute its strategic plan with the following ambition: All in all, due to cyclical headwinds in some activities (oil & gas capex, upstream Metals & Minerals and Marine) since the plan started, the Group now expects a one-year delay in the achievement of its initial ambition. Digital is a main lever for Bureau Veritas to achieve its medium-to-long term growth and margin ambition. With Digital transformation high on the agenda of its clients, Bureau Veritas intends to take advantage of its position as an independent and trusted third party. A number of axis have been defined internally to fully capture the digital opportunity, from using new digital tools to creating new digital services. After a framing and building phase, the company is now in the scale up phase of its digital transformation. The Group believes that on the mid-to-long term its digital strategy will have a measurable impact in terms of new business/services, service differentiation and client retention. Key successes in 2016 include the launch of new solutions to: -help clients to fully leverage digital tools such as 3D modelling (BIM, Digital TWIN, Reality Modelling...) which Bureau Veritas considers as pivotal in its offering of end to end integrity management services; -offer new services based on data collection/analysis such as suppliers' risk or performance assessments; -provide new simple ways to order Bureau Veritas services through global e-commerce platforms (example on Certification: http://lead.bureauveritas.com ); -continue to expand its SmartWorld testing services around markets like wearables, smart home/buildings, intelligent transportation systems and connected cars; -the launch of SafeOps: a service to support food retailers & restaurants to digitally manage food safety & operations (http://www.bureauveritas.com/home/safeops). Analysis of the Group's results and financial position Organic growth was -0.6% over the full year, with all major regions, except the Americas, growing. Activities in Europe, Middle East, and Africa (44% of revenue) are up 1.6% organically in 2016, driven by the Group commercial initiatives against a modestly supportive economic backdrop in Europe. Revenue growth in the Middle-East proved immune to the decline in oil & gas price. Business in Asia Pacific (31% of revenue; 1.5% organic growth) regained ground in 2016, thanks to accelerating growth in Asia. Pacific remained weak, due to the country's exposure to declining commodities markets. Activities in the Americas (25% of revenue) declined sharply by -6.5%, reflecting the high level of exposure to the oil & gas industry (and notably the capex-related activities), which equally impacted North and South America, though the latter stabilized in Q4. Acquisitions growth was 2.0%, combining the contribution of prior-year acquisitions and those made in 2016, supporting all the Growth Initiatives. Currency fluctuations had a negative impact of 3.2%, mainly due to the depreciation of emerging countries' currencies but also the British pound against the euro. 2 - Adjusted operating profit of €734.9 million, margin down 35 basis points at constant currency to 16.2% 2016 adjusted operating margin was down 55 basis points to 16.2% compared to 16.7% in 2015. The margin decrease is attributable to the impact of cyclical activities, namely oil & gas, Marine and GSIT (-40bp all together), the scope effect (-10bp) and the negative impact of currency changes (-20bp); this masks proactive cost management and the Excellence@BV program. Non-recurring items decreased to €125.2 million in 2016 vs. €198.3 million in 2015. These include: Operating profit came to €609.7 million, up 5.7% compared to €576.9 million in 2015. 3 - Adjusted EPS of €0.94 up 3.8%, on a constant currency basis Net financial expense stood at €86.5 million compared with €89.3 million in 2015. This change derives from an increase in net finance costs to €89.9 million (vs € 80 million in 2015) offset by foreign exchange gains of €8.7 million (vs foreign exchange losses of €3.6 million in 2015). Income tax expense stood at €188.9 million in 2016, compared with €220.7 million in 2015. The effective tax rate (ETR) is 36.0% for the period, compared with 45.2% in 2015. The adjusted tax rate, adjusted for non-recurring items in the operational profit stands at 34.6%, down 2.4 points compared with 2015. This decline primarily stems from less tax one-offs in 2016. Attributable net profit for the period was €319.4 million, versus €255.3 million in 2015. Earnings Per Share (EPS) stood at €0.73 compared with €0.58 in 2015, attributed to less exceptional items. Adjusted attributable net profit totaled €409.0 million in 2016, versus €420.3 million in 2015. Adjusted EPS reached €0.94, versus €0.96 in 2015. 2016 operating cash flow declined by 15.8% to €594.4 million on the back of lower EBITDA and increased working capital requirement (WCR) mainly driven by more difficult cash collection for activities in downturn, such as Oil & Gas and Metals and Mineral, and, to a lesser extent, to a change of payment terms for indirect taxes and social contributions in France. At December 31, 2016, WCR totaled €454.6 million, or 10.0% of 2016 revenue, compared with €411.4 million, or 8.9% of 2015 revenue. Excluding the impact of the 2016 acquisitions, WCR / revenue is 9.6%. Purchases of property, plant and equipment and intangible assets, net of disposals (Net Capex), amounted to €145.9 million, vs €165.6 million in 2015. The Group's net capex-to-revenue ratio stood at 3.2% (compared with 3.6% in 2015). Free cash flow (available cash flow after tax, interest expenses and capex) totaled €362.5 million, versus a record level of €462.1 million in 2015. At December 31, 2016, adjusted net financial debt was €1,996.4 million, i.e. 2.2x last-twelve-month EBITDA as defined in the calculation of banking covenants, compared with 2.02x at December 31, 2015. The increase in adjusted net financial debt of €133.7 million versus December 31, 2015 (€1,862.7 million) stemmed from: 5 - Proposed dividend of 55 cents per share, up 7.8% year-on-year, to be approved at the AGM of May 16, 2017. The global macroeconomic environment is likely to remain volatile in 2017, with persistent weakness in the oil & gas and shipping markets. Thanks to its diversified portfolio and the ramp-up of its Growth Initiatives, the Group expects organic revenue growth to be slightly positive with acceleration in H2 - and an adjusted operating margin of circa 16%, amongst the highest in the TIC industry. The Group also expects its cash flow generation to improve compared to 2016. Revenue fell 0.6% on a constant currency basis, including 2.2% negative organic growth and acquisition-led growth of 1.6% resulting mainly from the acquisition of TMC (in May). Revenue for the In-service ship segment (59% of 2016 revenue) was down. The Group saw an increase in the fleet classified in 2016, but was impacted by a rise in the number of ships which were put in lay-up and a double-digit fall in services for offshore clients. At December 31, 2016, the fleet classified by Bureau Veritas comprised 11,345 ships (up 0.4% year-on-year) and represented 113.9 million of Gross Register Tonnage (GRT), up 4.4%. Growth in revenue from the new construction segment (41% of 2016 revenue) slowed sharply in the year, reflecting a particularly challenging market for new-builds, especially in Asia. The new order intake for the year represented 1.9 million GRT, compared to 6.9 million GRT one year earlier. 2016 proved to be a mixed year, with a decline in new orders for bulk carriers and container ships (together accounting for 13% of the fleet classed by Bureau Veritas in terms of number of vessels) over the past few quarters. The adjusted operating margin for the year came in at 25.3%, down 110 basis points compared to 2015, due mainly to the downturn in new-build activity which hit shipyards in Asia particularly hard. Looking ahead to 2017, the market environment will remain challenging for categories such as bulk carriers and container ships, partly offset by more upbeat activity in passenger ships. The In-service ships segment is expected to prove resilient, with the exception of the offshore market which is more sensitive to fluctuations in oil prices. Regulations should be supportive, driven by Water Ballast, MRV (Monitoring, Reporting and Verification) and IHM (Inventory of Hazardous Materials) requirements. In this context, Bureau Veritas will continue to pursue its digital drive and to roll out high value-added services. Revenue fell 9.1% on a constant currency basis, including 9.7% negative organic growth and 0.6% growth resulting from the acquisition of Summit in the US (in June). Oil & gas capex-related activities (around 25% of revenue) continued their sharp downward spiral in 2016. The slump was particularly noticeable in the Americas and in Australia, which saw double-digit organic decline. Opex-related activities (22% of revenue) expanded, as the rise in volumes on the back of strategic initiatives offset the downward pressure on prices. The situation in other markets was mixed, with the end of a nuclear contract in Argentina weighing on performance. The adjusted operating margin for the year was 13.1%, down 120 basis points on 2015. The contraction in activities relating to the Oil & Gas segment was partly offset by measures taken to reduce costs in the most affected regions. Against a backdrop of low oil prices in 2017, leading to a drop in business volumes as well as downward pressure on prices, Bureau Veritas expects a further decline in revenue on an organic basis for the coming year. However, in the second half of 2017 the Group should benefit from weaker prior-year comparables, and from the positive impact of diversifying its industry exposure and efforts to strengthen its foothold on Opex markets. The business delivered organic revenue growth of 3.5% on a constant currency basis. Growth proved resilient overall in 2016, despite slowing in the fourth quarter on the back of a tough comparison basis, particularly in France (44% of revenue) and in the UK. The business continued to gain ground in the rest of Europe. North American operations (22% of revenue) also saw robust growth, with a sharp advance in the US driven by good sales momentum and in Canada, spurred by a peak in activity following a pipeline leak. The business should continue to grow in 2017, buoyed by commercial development in selective regions and an increase in voluntary inspection activities, particularly in Asia. The Group will continue to roll out tools aimed at increasing productivity in its network and will step up digitalization of its inspections. Revenue increased by 8.5% on a constant currency basis, including organic growth of 1.0% and acquisition-led growth of 7.5%, resulting from the acquisition of HCD (in February) and Chongqing Liansheng (in March). The Construction business delivered weak organic growth in 2016, reflecting flat growth in the Group's main regions, i.e. Europe (42% of revenue) and Asia (32% of revenue), more than offset by an upturn in the Americas. This region was boosted by the successful expansion in Latin American countries and by infrastructure projects in Argentina and Chile. France (37% of revenue) saw a delay in the expected rally in 2016, with subdued growth in activities related to new investments, although Business accelerated towards the end of the year. This was more than offset by a sharp decline in services related to existing assets, owing to an unfavorable basis for comparison (new regulations had a positive impact on second-half 2015). China reported slightly negative organic growth during 2016 owing to its exposure to oil & gas projects, although it posted a quarter-on-quarter improvement at the end of the year. The adjusted operating margin was up 60 basis points year-on-year to 16.0%, powered by an improved geographical mix. Looking ahead, market trends and the Group's order book point to growth in France for 2017. Business is also expected to prove upbeat in the US and Asia - particularly China - as activities exposed to the oil & gas market stabilize and opportunities for diversification into energy and infrastructure projects develop. The segment delivered a strong performance in all major service categories, with an improved contribution from training activities and certification schemes for the agri-food and transport segments. The Americas, Asia and the Middle East led the growth push, while Europe turned in a more uneven performance, with good growth in the UK and Eastern Europe offsetting a slowdown in France and Spain. In 2017, Bureau Veritas should benefit from standards and sector schemes that were revamped in 2015 and 2016 (ISO 9K, 14K, AS 9100 in aerospace and IATF in automotive), along with new product and service launches in fast-growing segments such as risk management and personal data. More generally, the issue of brand protection will add to growth in the certification business. Revenue moved up 4.8% on a constant currency basis, including organic growth of 2.0% and acquisition-led growth of 2.8%, driven by the consolidation of Australia-based DTS (in April). The Oil & Petrochemicals segment (49% of revenue) reported robust 3.1% organic growth thanks to gains in market share stemming from the roll-out of services in the network (oil condition monitoring, marine fuel, etc.) and from new installations. Metals & Minerals (33% of revenue) declined 2.8% on an organic basis. Upstream activities rallied in the second half, driven up particularly by gold and Australia. Trade-related activities reported weak growth in 2016 owing to downward pressure on prices and a less favorable mix, as growth chiefly came from non-ferrous metals. Agri-Food (18% of revenue) enjoyed vigorous 9.8% organic growth in 2016, slowing sharply in the fourth quarter owing to harsh weather conditions towards the end of the year and the end of a contract in South America. The adjusted operating margin for the year gained 70 basis points at 12.1%, up from 11.4% in 2015 thanks to an upswing in upstream activities. The environment should be broadly upbeat for the entire division in 2017, with less growth disparity between the various segments. Metals & Minerals should benefit from the rally in commodity prices. Revenue moved up 6.5% on a constant currency basis, including organic growth of 3.8% and acquisition-led growth of 2.7% resulting from the acquisition of VEO (in May). Softlines (37% of revenue) delivered robust growth in 2016, spurred by gains in market share and the development of major programs boosting activities in Asia. The early date of the Chinese New Year in 2017 also gave Textiles an added boost at the end of the year 2016. Toys, Hardlines & Inspections (32% of revenue) remained broadly stable in 2016, with the reduction in Toys offset by better growth in Hardlines and a solid advance in on-site Audits. Electrical & Electronics (31% of revenue) saw growth accelerate in 2016, more in line with market dynamics, as the negative impact of a key account in the mobile segment annualized. Automotive continued to enjoy double-digit revenue growth. The adjusted operating margin for the year declined 110 basis points to 24.6%, owing to an unfavorable business mix and negative currency impact. In 2017, the business should grow at least in line with 2016, with overall performance boosted by good momentum in Textiles and by developments in SmartWorld and Automotive initiatives. Revenue fell 2.4% on a constant currency basis, due solely to the decline in organic growth. Government contract business (33% of revenue) was down sharply in 2016, owing to time lags in the contribution of the new single window contracts, the termination of certain legacy contracts, and more generally the impact of lower commodity prices on volumes and the value of imports intended for West African countries. Verification of Conformity contracts (26% of revenue) were up slightly, thanks mainly to the Group's presence in East African countries. Growth in these countries offset the decline in the Iraqi program. Automotive operations (27% of revenue) advanced sharply in 2016, while international trade (14% of revenue) dipped slightly. The adjusted operating margin was 9.9% in 2016, down 660 basis points on 2015 owing to the decrease in business volumes on contracts with a significant fixed cost base. Visibility for the business in 2017 remains limited since it is contingent on commodity price trends as well as the geopolitical situation of the main countries in which the Group operates. Automotive will harbor the majority of growth opportunities. The results will be presented on Friday, February 24, 2017 at 3:00 p.m. (Paris time). A video conference will be webcast live. Please connect to: Link to video conference The presentation slides will be available on: http://finance.bureauveritas.com All supporting documents will be available on the website. Bureau Veritas is a world-leading provider in testing, inspection and certification. Created in 1828, the Group has more than 69,000 employees in around 1,400 offices and laboratories all across the world. Bureau Veritas helps its clients to improve their performance by offering services and innovative solutions in order to ensure that their assets, products, infrastructure and processes meet standards and regulations in terms of quality, health and safety, environmental protection and social responsibility. Bureau Veritas is listed on Euronext Paris and belongs to the Next 20 index. Compartment A, code ISIN FR 0006174348, stock symbol: BVI. This press release (including the appendices) contains forward-looking statements, which are based on current plans and forecasts of Bureau Veritas' management. Such forward-looking statements are by their nature subject to a number of important risk and uncertainty factors such as those described in the registration document filed by Bureau Veritas with the French Financial Markets Authority that could cause actual results to differ from the plans, objectives and expectations expressed in such forward-looking statements. These forward-looking statements speak only as of the date on which they are made, and Bureau Veritas undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise, according to applicable regulations. 2015 figures by business have been restated following a c. €15 million classification of activities to the Industry business, and a c. €50 million reclassification of Food testing activities -previously reported in Consumer Products- to the Commodities business. Appendix 3: 2016 figures under the new reporting Appendix 4: Extracts from the full-year consolidated financial statements Extracts from the full-year consolidated financial statements audited and approved on February 24, 2016 by the Board of Directors. The audit procedures for the full-year accounts have been undertaken and the Statutory Auditor's report has been published. Appendix 5: Financial indicators not defined by IFRS accounting rules Adjusted operating profit is defined as Group operating profit before income and expenses relative to acquisitions and other non-recurring items. Attributable adjusted net profit is defined as attributable net profit adjusted for non-recurring items after tax. (a) Calculated using the weighted average number of shares of 437,147,988 in FY 2016 shares and 437,776,451 in FY 2015 Free cash flow is defined as follows: Adjusted net financial debt is defined as net financial debt after currency hedging instruments as defined in the calculation of banking covenants.  with the merger of the Commodities and Industry & Facilities divisions under a division called "CIF" along with the creation of an Agri-Food segment to be reported within the Commodities business  At initial plan exchange rates (as presented during October 2015 Investor Days)
News Article | March 2, 2017
STAMFORD, Conn.--(BUSINESS WIRE)--Land & Buildings Investment Management, LLC (together with its affiliates, "Land and Buildings") today issued the following letter to shareholders of Taubman Centers, Inc. (NYSE: TCO) (“Taubman,” “Taubman Centers” or the "Company”) announcing the nomination of two highly-qualified director candidates for election at Taubman’s 2017 Annual Meeting. The full text of the letter follows: At Land and Buildings, we are focused on long-term solutions that maximize value for all shareholders. In 1992, I attended the Taubman IPO roadshow at the Plaza Hotel in New York, and my prior firm acquired shares at the IPO. For 14 years I published investment opinions on Taubman, oftentimes documenting the numerous missteps of this management team. For the past eight years, since I founded Land and Buildings, we have continued to meet with management and analyze the investment opportunity at Taubman. Since the first half of 2016 and as recently as last week, we have had an active engagement with Taubman Chairman, President and CEO Bobby Taubman, and implored him to take action to address the deplorable state we find the Company in today. Unfortunately, Bobby Taubman has made it clear to us that he prefers to dig in his heels against shareholders rather than reach an amicable resolution that addresses the level of change that we believe is necessary at the Company. As such, Land and Buildings has nominated two highly-qualified director candidates for election to the Taubman Centers Board of Directors (the “Board”) at the 2017 Annual Meeting: We believe the crux of the matter is this: Bobby Taubman, the Chairman, President and CEO of Taubman Centers, runs Taubman Centers as if he is the only shareholder – despite having what we view as a de minimis economic interest in the Company – and has a demonstrated history of running roughshod over the Taubman Centers independent Board members and common shareholders. Bobby Taubman’s history of disenfranchising Taubman Centers’ common shareholders is well documented and includes (among other transgressions): Unfortunately, the independent Board members have not held Bobby Taubman accountable, which has resulted in horrible total returns when compared to peers. The poor track record of the independent directors includes: Changes by the Company since our initial engagement have solely been cosmetic and have only occurred to preserve the status quo, in our view: We estimate about 50% upside in the shares to close the gap to our and other analysts’ net asset value estimates of approximately $106 per share. We believe Taubman’s malls are insulated from many of the broader issues facing brick and mortar retail as its malls are highly sought after by retailers, resulting in strong sales and rent growth. Our highly-qualified nominees, Charles Elson and Jonathan Litt, have the right mix of governance expertise and sector experience to address the numerous issues that have persistently plagued the Company and unlock significant long-term shareholder value, in our view. Common shareholders have suffered under the leadership of Bobby Taubman as poor capital allocation, bloated G&A, inferior operating margins and abysmal corporate governance have caused sub-par returns. Over the past 1, 3, and 5 years, Taubman has underperformed its high-quality class A mall REIT peers by 4%, 29%, and 57%, respectively.8 Troublingly, despite having highlighted many of these issues in recent months, the status quo has continued: 2016 was another year of inferior net operating income and EBITDA margins with bloated G&A costs compared to its high-quality peers. Poor capital allocation decisions continue to plague the Company and development/re-development spending is expected to rise further in 2017 to $400 million. Figure 1: Taubman Inferior Total Returns Stem From Numerous Issues Plaguing the Company, in Our View Note: Reflects total returns for the trailing 1, 3 and 5 year periods through October 14, 2016. Class A mall peers utilized throughout letter are General Growth Properties (NYSE: GGP), The Macerich Company (NYSE: MAC) and Simon Property Group (NYSE: SPG). Figure 2: Taubman’s Inferior Margins Demonstrate Nearly Total Disregard for Cost Control, in Our View Note: Figures reflect pro rata ownership of assets; Land and Buildings estimates used where the Company does not disclose each metric. Charles Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. He is also a “Consultant” to the law firm Holland & Knight. He formerly served as a Professor of Law at Stetson University College of Law in St. Petersburg, Florida from 1990 until 2001. His fields of expertise include corporations, securities regulation and corporate governance. He is a graduate of Harvard College and the University of Virginia Law School, and has served as a law clerk to Judges J. Harvie Wilkinson III and Elbert P. Tuttle of the United States Court of Appeals for the Fourth and Eleventh Circuits. He has been a Visiting Professor at the University of Illinois College Of Law, the Cornell Law School, and the University of Maryland School of Law, and was a Salvatori Fellow at the Heritage Foundation in Washington, D.C. and is a member of the American Law Institute. Professor Elson has written extensively on the subject of boards of directors. He is a frequent contributor on corporate governance issues to various scholarly and popular publications. He served on the National Association of Corporate Directors' Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees, Strategic Planning, Director Evaluation, Risk Governance, Effective Lead Director, and Board Diversity and was a member of its Best Practices Council on Coping With Fraud and Other Illegal Activity. He also served on the National Association of Corporate Directors’ Advisory Council. He is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance and was a member of its Committee on Corporate Laws. He is presently a member of the Board of Directors of HealthSouth Corporation, a healthcare services provider and Bob Evans Farms Inc., a restaurant and food products company. Jonathan Litt has over 24 years of experience as a global real estate strategist and an investor in both public real estate securities and direct property. Mr. Litt founded Land and Buildings in the summer of 2008 to take advantage of the opportunities uncovered by the global property bubble. Previously, Mr. Litt was Managing Director and Senior Global Real Estate Analyst at Citigroup where he was responsible for Global Property Investment Strategy, coordinating a 44-person team of research analysts located across 16 countries. Mr. Litt was recognized as a leading analyst since 1995, achieving the prestigious Institutional Investor Magazine #1 ranking for 8 years and top five ranking throughout the period. Mr. Litt also achieved a top ranking from Greenwich Associates since 1995. Before moving to the sell-side in 1994, Mr. Litt worked on the buy-side investing in public real estate securities and buying real property during his tenure at European Investors and BrookHill Properties, where his career began in 1988. Mr. Litt served on the Board of Directors at Mack-Cali from March 2014 to August 2016. Mr. Litt graduated from Columbia University in 1987 with a BA in Economics and NYU's Stern School of Business in 1990 with an MBA in Finance. Mr. Litt can often be seen on CNBC or quoted in the Wall Street Journal and other industry publications. He is also the director of a not-for-profit, the Children with Dyslexia Scholarship Fund, which provides children with scholarships to secondary schools that specialize in dyslexia. CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Land & Buildings Investment Management, LLC together with the other participants named herein (collectively, "Land & Buildings "), intends to file a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2017 annual meeting of stockholders of Taubman Centers, Inc., a Michigan corporation (“TCO” or, the “Company”). LAND & BUILDINGS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR. The participants in the proxy solicitation are anticipated to be Land & Buildings Capital Growth Fund, LP, a Delaware limited partnership (“L&B Capital” ), L & B Real Estate Opportunity Fund, LP, a Delaware limited partnership (“L&B Opportunity”), Land & Buildings GP LP, a Delaware limited partnership (“L&B GP”), Land & Buildings Investment Management, LLC, a Delaware limited liability company (“L&B Management”), Jonathan Litt and Charles Elson. As of the date hereof, L&B Capital directly owns 185,600 shares of Common Stock, $0.01 par value, of the Company (the "Shares”). As of the date hereof, L&B Opportunity directly owns 97,600 Shares. As of the date hereof, 435,247 Shares were held in certain accounts managed by L&B Management (the “Managed Accounts”). L&B GP, as the general partner of each of L&B Capital and L&B Opportunity, may be deemed the beneficial owner of the (i) 185,600 Shares owned by L&B Capital and (ii) 97,600 Shares owned by L&B Opportunity. L&B Management, as the investment manager of each of L&B Capital and L&B Opportunity, and as the investment advisor of the Managed Accounts, may be deemed the beneficial owner of the (i) 185,600 Shares owned by L&B Capital, (ii) 97,600 Shares owned by L&B Opportunity, and (iii) 435,247 Shares held in the Managed Accounts. Mr. Litt, as the managing principal of L&B Management, may be deemed the beneficial owner of the (i) 185,600 Shares owned by L&B Capital, (ii) 97,600 Shares owned by L&B Opportunity, and (iii) 435,247 Shares held in the Managed Accounts. In addition, as of the date hereof, Mr. Litt directly owns 436 shares of the Company’s 6.5% Series J Cumulative Redeemable Preferred Stock, no par value. As of the date hereof, Mr. Elson does not own any Shares.
News Article | February 28, 2017
BRIDGEWATER, N.J., Feb. 28, 2017 (GLOBE NEWSWIRE) -- Insmed Incorporated (Nasdaq:INSM), a global biopharmaceutical company focused on the unmet needs of patients with rare diseases, announced today that Will Lewis, president and chief executive officer of Insmed, will present at the Cowen and Company 37th Annual Health Care Conference in Boston, MA on Tuesday, March 7, 2017 at 11:20 a.m. ET. Mr. Lewis’ presentation will be webcast live and can be accessed by visiting the investor relations section of the company’s website at www.insmed.com. The webcast will be archived for a period of 90 days following the conclusion of the live event. Insmed Incorporated is a global biopharmaceutical company focused on the unmet needs of patients with rare diseases. The company is advancing a global phase 3 clinical study of ARIKAYCE (liposomal amikacin for inhalation) for adult patients with treatment refractory nontuberculous mycobacteria (NTM) lung disease caused by Mycobacterium avium complex (MAC), a rare and often chronic infection that is capable of causing irreversible lung damage and can be fatal. There are currently no approved inhaled products specifically indicated for the treatment of refractory NTM lung infections caused by MAC in the United States or European Union (EU). Insmed's earlier-stage clinical pipeline includes INS1007, a novel oral reversible inhibitor of DPP1 with therapeutic potential in non-CF bronchiectasis, and INS1009, an inhaled nanoparticle formulation of a treprostinil prodrug that may offer a differentiated product profile for rare disorders, including pulmonary arterial hypertension (PAH). For more information, visit www.insmed.com.
News Article | March 1, 2017
Google Cloud Print is almost magical: "Ok, Google, print my document... there." As long as you're logged into your Google account, and both your device and your printer are connected to the internet, you can send files to print—from anywhere. Even the best network printers are notoriously fussy. Print queues pause. Paper jams. Device drivers break. Network setting change. Google Cloud Print adds to the complexity, since it requires an internet connection, account setup, and printer sharing. Once Google Cloud Print is configured and working, I've found it to be extremely reliable. But, if you encounter a problem, it's a bit more difficult to troubleshoot. Here are the five steps I use to diagnose and fix Google Cloud Print problems. When you troubleshoot, it helps if you can use a device on the same local network as your Cloud Print printer. Check all the basics first. Have you turned the printer off, then turned it on again? Is there paper in the printer? Does it have ink or toner? Have you rebooted your device? Have you confirmed that the printer is connected to your network? Have you installed all the latest updates for Chrome, the printer's firmware, and your operating system? Check the printer's network connection settings. Most printers provide a network report option that lets you print out the current settings. While the printer and Google Cloud Print will theoretically work with a dynamically assigned IP address, I recommend you assign a static IP address, if possible. This makes it easier to access the printer's administrative settings since you'll always know the address. To assign a static IP address to your printer on a small office or home network, log into your router, look for the LAN settings, and find the DHCP configuration area. Refer to the network settings page to find the MAC IC for your printer; it will be twelve hexadecimal characters, something like 00:9C:02:CB:FC:F8. Configure your router to always reserve the same IP address for your printer. (For example, on my network, my printer is at 192.168.1.250.) Next, you need to connect the printer to the Google Cloud Print Service. There are several different ways to do this. For example, if you use an HP ePrint printer, you'll first need to configure ePrint service, then enter the ePrint email address. Other printers require you to login to the printer's administrative panel (e.g., type the IP address of the printer into your browser), then register the printer. To connect a Brother printer, you'll login to the printer's IP address then register the printer with Google Cloud Print. You can connect the printer to any Google account. If you use G Suite, I suggest you use either an administrator account or an account dedicated to printer management. Unlike an individual user's account, those accounts are likely to remain active. You don't want Cloud Print to stop working because the printer was configured with an account that was later deleted. The printer should now show as connected and available at the Google Cloud Print site: https://www.google.com/cloudprint/#printers. But, as of now, it's only available to the connected Google account. Select the printer, then choose "Share." Enter the email addresses of other accounts to allow them access to the printer. You can enter addresses for email groups or lists to offer access to groups of people at once. Each person you share the printer with will receive an email notifying them of access. To add the printer, they still need to open the email and accept the shared printer invitation. In rare circumstances, you'll need to change your firewall settings to allow access to port 5222 for XMPP traffic. The other ports needed, port 80 and 443, are likely already available, since those carry conventional web traffic. Have you configured Google Cloud Print at your organization? How does Cloud Print benefit your team? What additional configuration or setup tricks do you use? Let us know in the comments or on Twitter!
News Article | February 27, 2017
— "As business owners, we do not have much time to devote to video creation. We should, but the reality of running a business makes it nearly impossible to devote as much time as we would need to create videos quickly. Micheal Savoie From OnlineVideoWorkshop.com said: “Video Producer Pro cuts video creation time down considerably because it allows you to take a few minutes to record your screen and then add a professional looking intro and outro as well as a title screen. All without leaving the software. Video Producer Pro is a must have for online coaches and trainers, as well as the mom and pop store owners trying to get their business seen by the smartphone generation!" Video Producer Pro Soft is a Video editing and creating software that enables anybody to produce qualified looking videos by adding Intros, Titles and Outros, as well as other effects, comes along with the software like screen recording or video merger to any regular video or even any YouTube video that could be downloaded with the software. Click here to see Video Producer Pro review. Here is how Video Producer Pro’s user can create a professional looking video in 3 simple step procedures: STEP 1: Choose an Intro and/or Title: On the Intro Tab, user can pick from many 2D or 3D* animated graphics provided in the software, users are able to customize most of the options such as copy, font color, logo and intro music. On the Title Tab, users can select from multiple Title Animations; titles are very useful to let viewers recognize what they are watching, a training course or telling a story. For example, Part 1 or Chapter 3 or Episode 4. STEP 2: Choose a Video Source & Edit it: User can add videos from different sources. They can put their videos, video stored on computer or hard drive or user can create videos with videos and images (Merge Tool), User may be able to download any YouTube video or use the Screen Recorder. The producer has added a music player to enable user to preview the songs contained in the software or to preview their songs before including them as a new layer. STEP 3: Choose an Outro Video Style: User can select from four of this software's templates and a few social media icons. They also can personalize the background and add their music. Creating an Outro to videos will engage users, increasing the traffic to the channel and it will consequently increase users' rankings and authority on Search Engine Sites. Producer Pro software is a one stop software that includes all the necessary tools to enable its user to produce high-quality videos in moment: • Video Producer PRO Software: Works on PC and MAC • 10 Music Tracks: 3 mins in average per each which is Royalty Free and 10 Intro Tracks • Intro & Logo Stinger Maker: Produce amazing 2D and 3D* animations. Choose the favorite one and customize the settings. • Title Maker: Additionally, users can add titles to add that extra bit of information & to keep things neat. • Micro Video Editor: This software' producer is using the latest video edition technology, designed to create things smoother and quicker. • Outro Maker: Ready-made templates designed to engage with viewers and to increase their loyalty • Video Merger: To allow users to mix video and images to create a unique video that can be improved. • Screen Recorder: Capture the important screen actions to edit them and later share them globally. There is nothing hard to learn inside Video Producer Pro. User only needs to walk through a few instructions with the Step-by-Step Training video included. If users know how to use a mouse, watch a video on computer and type on your keyboard, they are more than qualified to use Video Producer PRO according to the software's producer. Concerned reader can find more specific information in Video Producer Pro review and bonus. For more information, please visit http://crownreviews.com
News Article | February 22, 2017
BARCELONA, Spain, Feb. 22, 2017 (GLOBE NEWSWIRE) -- NXP Semiconductors™ N.V. (NASDAQ:NXPI), a worldwide leader in advanced secure connectivity solutions, today announced a new family of fully programmable, multi-standard SoCs for multi-access technologies including 5G evolution. The Layerscape Access family targets scalable solutions in wired and wireless enterprise and carrier networks, and home gateway markets. The family enables rapid deployment of next generation platforms into these markets with fully programmable technology. The first product in the family, the LA1575, solves a multi-standard problem with simultaneous implementation of 802.11ax, 802.11ad, and millimeter wave (mmWave) standards on a single SoC device. Initial targets include enterprise and high-end home gateway markets. The LA1575 integrates a fully programmable PHY and MAC with acceleration technologies for 5G, Wi-Fi and wireline protocols that allow updates, changes, and new features to be added via simple software upgrades. OEMs can be first to market with the LA1575 using the pre-ratified version of standards while ensuring the ability to update their end products quickly via software to final release versions with differentiated features. “A fully programmable PHY and MAC is game-changing technology that will fundamentally impact the way new standards are implemented,” said Tareq Bustami, senior vice president and general manager at NXP Semiconductors. “Ultimately, we will enable solution providers to deploy fully programmable systems capable of connecting clients at the speeds they expect over virtually any access technology. Early customer engagements on the LA1575 validate the benefits of our overall solution.” “Extending NXP’s 64-bit ARM® portfolio by including physical- and MAC-layer processing, the LA1575 builds upon the company’s deep experience in processing, wireless technologies, and networking infrastructure,” said Jag Bolaria, principal analyst for embedded at The Linley Group. “This new offering reinforces NXP’s position as a leading supplier of one of the broadest portfolios of ARM 64-bit networking solutions.” The LA1575 provides the optimum balance of programmable acceleration with dynamic PHY and MAC resource allocation across protocols in systems complying with power over Ethernet solution requirements. It builds on the joint technology announcement and demonstration at Mobile World Congress 2016. Attendees and media are invited to experience a demonstration under NDA at the NXP Mobile World Congress 2017 booth #7E30, Fira Grand via, Barcelona, Spain. About NXP Semiconductors NXP Semiconductors N.V. (NASDAQ:NXPI) enables secure connections and infrastructure for a smarter world, advancing solutions that make lives easier, better and safer. As the world leader in secure connectivity solutions for embedded applications, NXP is driving innovation in the secure connected vehicle, end-to-end security & privacy and smart connected solutions markets. Built on more than 60 years of combined experience and expertise, the company has 31,000 employees in more than 33 countries and posted revenue of $9.5 billion in 2016. Find out more at www.nxp.com. NXP the NXP logo and Layerscape are trademarks of NXP B.V. All other product or service names are the property of their respective owners. ARM is a registered trademark of ARM Limited (or its subsidiaries) in the EU and/or elsewhere. All rights reserved. All rights reserved. © 2017 NXP B.V.
News Article | February 28, 2017
Detect. Locate. Recover. -- Three words to describe a new technology to assist law enforcement in recovering more stolen devices. Locally owned L8NT, LLC announced this week the launch of a new software product designed to help law enforcement agencies recover stolen Wi-FiTM devices. Some common examples are laptop and tablet computers, cellular telephones, televisions, gaming systems, and many types of medical equipment. Before L8NT’s launch on January 27, 2017 there was no tool available to actively search for and locate these types of devices. With L8NT, law enforcement agencies will be better able to serve their citizens and solve more felony and misdemeanor cases. The L8NT three-step process is: “Detect. Locate. Recover.” The Problem – The current method for law enforcement to identify a device is to physically examine it to obtain the make, model, and serial number. With this information law enforcement can identify a stolen device. However, physical examination of most devices is extremely difficult because of Constitutional search and seizure issues. The result is an FBI estimated 3% recovery rate for stolen laptops. This low recovery rate is a result of law enforcement’s reliance on serial numbers. While serial numbers are a valuable identification option for warranty repair, they are not effective for locating property in an unknown location. While some of these devices may not be expensive to replace, there may be great value to law enforcement in apprehending the offenders who committed the crimes and victims recovering their data. L8NT’s Solution – The L8NT application was designed to run on the computers already in squad cars. While the squad cars are driven on their daily patrol the L8NT application is constantly analyzing the Wi-FiTM traffic in the area for any devices in the L8NT database. The device’s Wi-FiTM only needs to be enabled. It does not need to be connected to a network and connection to an encrypted network does not protect the device from detection. L8NT works by searching for a device based on its media access controller (MAC) address. The MAC address can be thought of as a “digital fingerprint” that is transmitted over Wi-FiTM. Because Wi-FiTM signals can pass through walls, devices can often be detected from the public space outside Constitutionally protected areas. L8NT provides information to help law enforcement and victims learn their device’s MAC address even after it has been stolen. Once a stolen device’s MAC address is known the participating law enforcement agency can enter that device into L8NT’s database. L8NT’s cloud service works to synchronize the database with all participating agencies in a given region, such as the United States. This creates a “distributed detection network” made up of all the squad cars running the L8NT application. This detection network makes it possible to detect a device in a jurisdiction other than where the device was stolen. Once a stolen device is detected the L8NT application helps the user locate the device with integrated Google Maps® and signal strength graphing. About L8NT, LLC – L8NT, LLC was founded in the State of Iowa in 2015. The founder, David Schwindt, has been a full-time police officer for 19 years. He has seen first-hand how these crimes affect victims and has had to answer their questions about the likelihood that their device would not be recovered. This experience was the birth of L8NT’s now patented methodology. Co-Founders Jeff Bromberger and Peter Scott provided the software development expertise needed to bring this concept to market in a way that is robust, affordable, and has the scalability needed to support agencies across the globe.
News Article | February 20, 2017
With the latest version of ezCheckpersonal family finance software for MAC, customers can easily design personal wallet size checks for an unlimited amount of checking accounts. The updated version also offers a quick start guide to the application. Printing checks on blank check stock is much less expensive when using the innovative software from Halfpricesoft.com. Customers will not have to purchase new checks when they change banks or change addresses Halfpricesoft.com unveiled the new Macintosh features earlier this month. The new edition of ezCheckpersonal is available for a test drive at http://www.halfpricesoft.com “The latest update to EzCheckPersonal for MAC offers unlimited checking account accommodation," said Dr. Le Gi, founder of halfpricesoft.com All software from Halfpricesoft.com, including ezCheckPersonal, is designed to be extremely user friendly. Customers can begin printing checks within minutes of downloading and installing the software. The intuitive graphical interface leads users step by step through the check writing and printing process. ezCheckpersonal check writer software is available for free download at http://www.halfpricesoft.com/check-printing-personal-software-download.asp. 1. Support unlimited bank accounts 2. Print your own checks on blank computer check stock 3. Print image signature on checks 4. Edit check layout and create customized personal checks; 5. Easy to use reports 6. Easy import data 7. Print blank personal Check user can fill in manually or by other printer. 8. Support multiple personal blank check formats (3 or 4 checks per page) Priced at just $29.00 (free through special offer), ezCheckPersonal is affordable for everyone. Customers can try the trial version before purchase to make sure it meets their needs. With ezCheckPersonal check writing software, users will never run out of checks and users are never left with stacks of unused preprinted checks when the bank changes names or user moves to a new address. It saves users time and money in a variety of ways. About halfpricesoft.com Founded in 2003, Halfpricesoft.com is the developer and distributor of ezCheckPersonal and can be found online at http://www.halfpricesoft.com. Halfpricesoft.com also has a complete lineup of affordable and easy-to-use tax and financial software titles for small businesses, including w2 software, 1099 software, payroll software, check writing software and TimeSheet software.
News Article | February 23, 2017
PANAMA CITY, Feb. 22, 2017 /PRNewswire/ -- President of Panama Juan Carlos Varela signed into law today the implementation of the Convention on Mutual Administrative Assistance in Tax Matters (MAC), which allows for sharing tax information multilaterally on request with the 107...