Wednesday, August 17, 2011

Appraisal in Tepotzotlan, Mexico

The story sounded compelling: 26 hectares of flat, residentially zoned land at the northern periphery of the Mexico City metropolitan area, not far from the Autopista, the major north-south highway leading to Mexico City, 42 kilometers south. Next door was said to be a gated subdivision with a golf course. The owners claimed to have had a bank appraisal in 2006 establishing a value of 177 million pesos, equivalent to about $16 million USD at that time.

The idea of the site’s potential for residential subdivision seemed plausible at first. As modern life takes over Mexico City, it has increasingly grown like an American city, with residents fleeing to growing suburbs and the city population actually declining, similar to Chicago, Detroit or Baltimore. The subject property initially sounded like an ideal location for a new housing subdivision.

The paper chase

One of the documents I requested from the landowner was the most recent predial (property tax receipt). I use it to double-check items such as owner, location, tax ID number (clave catastral), and assessed value, which I hope might point me in the right direction of true market value.

I was provided instead with a predial from 1992, indicating an assessed value of 87,696,000 pesos. Why would they do something like that?

At today’s exchange rate of 12.18 pesos to one dollar, the land would have been worth $7,200,000 back then, but that would be in nuevos pesos, which were not established until 1993, after a period of hyperinflation, when Mexico issued the “new peso” to replace and be valued at 1000 old pesos. The exchange rate on the date of the predial would have been 3064 “old” pesos to one dollar, with the assessed value being equivalent to only $28,621 USD!

Thus, the purpose of providing a predial dated prior to 1993 was an attempt to confuse me. The alleged bank appraisal from 2006 never materialized, either.

The property inspection

After exiting from the Autopista, we traveled another half hour on roads that progressively got narrower and rougher, making numerous turns as we traveled through residential neighborhoods with speed bumps on every block. The paved roads then ended and we traveled on narrow, rutted dirt roads.

Arriving at the site, I found it to be a hillside. The elevation dropped by 150 feet from top to bottom.

Immediately west was a neighborhood of makeshift shacks and dirt roads.
Immediately south was a neighborhood of modest, concrete block structures on small lots, served by paved roads. Graffiti was prevalent.

Immediately north was the countryside. Immediately east was the gated subdivision I had heard about.

Neighboring gated community

After walking about the subject property, we drove to the gated community next door to perhaps give me some idea of the residential development potential of the subject site.

The guardhouse was closed. One of the four gates was open to traffic, however. Once inside, I saw mostly vacant lots, a few structures, some which appeared to be vacant, and no golf course. Census data indicated that only 18 households live in this subdivision. The developer is still advertising to build attractive new 3-bedroom homes of 2500 to 2600 square feet for 1.2 million pesos unfurnished or 1.5 million pesos furnished, equivalent to about $98,000 and $123,000.

Comparable properties

Sales of large parcels were not to be found, so I turned to listings. The most similar property in terms of size and proximity was in the next town west, but its H500A (municipality of Tepotzotlan) zoning allowed 5 times as much residential density as the subject site – 20 dwellings per hectare or 8 dwellings per acre. Its listing price translated to about $72,000 per hectare, for five times the allowable density. Other local parcels were priced as low as $20,000 per hectare (although that one was in a more remote location).

It soon became apparent that the appraised value was going to fall far short of the $16 million that the lender was led to believe. Moreover, this particular lender’s minimum loan size is $1 million with a maximum loan-to-value ratio of 50% for raw land, so there was no real possibility of getting a deal done here.

Sunday, August 7, 2011

Costa Rican Teak Farms for Gringo Investors

I’ve been preparing for an upcoming tree farm appraisal assignment in Costa Rica, but learned late that what was thought to be a teak farm is actually a tree farm with lesser tree species. Nevertheless, something should be said about the teak farm market in Costa Rica.

In the late 1980s Costa Rican President Oscar Arias declared a state of emergency concerning the depletion of the nation’s forests, much of which had been felled for timber harvesting or cattle ranching. Generous tax exemptions were put in place to encourage commercial reforestation projects. Capitalism quickly and enthusiastically addressed the problem, and some of those who observed the flow of international capital into Costa Rican forestry investments figured out that perhaps there was more money to be made by selling forestry investments than in actually growing, harvesting and processing the trees.

As with any market for investment properties, distortions are created when properties are developed in response to investor demand rather than consumer demand. For instance, great surpluses of “rental homes” were developed in Arizona, Las Vegas and Kissimmee, Florida, not in response to a shortage of housing in those areas, but to sell to out-of-state investors. Costa Rican tree farms are now repeating the same concept all over again.

Teak became the preferred tree farm crop because of its high value. There were no restrictions on the creation of new supply in Costa Rica, so many entrepreneurs got into the teak plantation business and European “investment funds” (syndications) were organized to develop teak plantations for small investors, charging high mark-ups. Many teak plantations were subdivided into smaller parcels for purchase by small, absentee investors in North America and Europe.

Misleading data crowding out objective data

The Costa Rican timber market is fragmented and lacking in price information, which has led to the crowding out of objective information by hyperbole crafted by investment promoters, many of who claim historical investment returns in the timber industry of greater than 13% per year. This is not based on Costa Rican data, however.

The most recent price survey among the Costa Rican members of OLAT (the Latin American Teak Organization) indicates prices between $120 and $595 per cubic meter for standing teak trees, depending upon diameter, but prices appear to have decreased since February of this year. For instance, standing teak trees of 50 to 59 centimeters in diameter were priced at an average of $220 per cubic meter then but are now priced at $175 per cubic meter, a drop of 20% in the last six months. Mature trees above 30 years in age have much greater value per cubic meter than immature (“short rotation”) trees, as they can be more efficiently processed into large pieces of sawn wood.

Investment promoters, however, are misleading investors with pro forma cash flow projections based on price increases of 5 to 10% per year, despite the increasing supply of Costa Rican teak, and unrealistically shortened maturity times of 20 to 25 years. OLAT’s data is based on reported prices for mature 30-to-50-year-old trees (the older, the more valuable) and describes 20 to 25-year old plantations as “young plantations” for which there is insufficient market price data, and also commenting that Latin America will supply an important part of the teak market, but is not properly geared to marketing short rotation material. This will change in the coming years, with the knowledge that producers are not getting the best price, the market being controlled by buyers.” In Asia, teak trees are often not harvested until 60 years.

As for the balance between teak supply and demand in Costa Rica, OLAT states “With all the money that was invested by forestry funds over the years in Latin America many plantations were enthusiastically created and the know-how has been improving steadily. Lacking, to some extent, are the sales aspects of plantation products.”

Investment Promoters and Scam Artists
Some investment promoters are not even selling land to investors, just the trees themselves. It is important to know that titled ownership in Costa Rica extends to real estate only; there are no tree titles, and the idea of tree titles in a nation with so many more trees than people would be an administrative nightmare, even if it was tried.  How does one prove ownership of trees that are situated on someone else’s land? Any contract in English is not valid or enforceable in Costa Rican courts, either.

Many investors claim to be victims of scams in which plantation owners sell tree ownership and then charge a fee to manage the tree investment; Tropical American Tree Farms seems to have attracted the most complaints. Most of the alleged fraudsters are gringos themselves, including Eric Heckler, who was a fugitive from mortgage fraud charges in Florida when found selling Costa Rican teak trees that weren't his before being extradited back to the U.S. in 2009.

In the numerous listings of teak plantations for sale in Costa Rica, a sizeable discount per tree is apparent for the larger plantations, indicating an insufficient demand for the quantities of teak they are producing, with prices as low as $167 per standing tree for 20-year-old trees, which translates to about $244 per cubic meter (based on an average of 0.8639 cubic meters per 20-year-old teak tree), or 58 cents per board-foot, quite a bit lower than even the OLAT-published prices.

Next stop: Tepotzotlan, Mexico
Enhanced by Zemanta

Monday, August 1, 2011

Why Fraud is Attracted to International Real Estate Transactions

Several of my previous blogs refer to the possibility of fraud in international real estate transactions. It stands to reason that a property owner or developer who cannot find buyers or financiers in his own country will seek them out in other countries, perhaps taking advantage of the foreigners' lack of local knowledge. Why, for instance, must Spanish hotels be marketed in the U.S.? Could they not attract European investors?

I do not wish to seem overly critical of Chinese or Central American property owners. A predilection to commit fraud is a fault of human nature and knows no nationality or ethnicity, as I’ve seen plenty of it in the U.S. Fraud tends to flow to those areas where:

1. The controls are weakest,
2. The opacity is greatest,
3. The penalties for fraud are the least severe or least likely to be enforced, and
4. The story sounds the most sensational.

Let me provide an example:

Imagine a nation which has experienced average annual economic growth of 5% after inflation for the last 14 years and real estate prices are rapidly increasing [the story]. Real estate transaction prices are not disclosed due to privacy concerns [opacity]. The culture is very pro-business and real estate regulation is non-existent except for the licensing of real estate sales agents [weak controls]. Prosecution against white collar fraud is unheard of [lack of penalties and enforcement].

Are you ready to invest?

Well, you’re too late, because the place I just described was my home state of Texas in the year 1985. What happened next was an economic disaster. Much of the Texas economic miracle had been based on real estate construction, adding far more supply than could be absorbed at even robust growth levels. Any new development could get 100% financing from a Texas bank, and developers were allowed to order their own valuations from their favorite appraisers. As new buildings stood empty, bank loans could not be repaid. Property prices plummeted. Almost every Texas-domiciled bank and thrift institution failed. Construction workers, realtors, appraisers and bankers lost their livelihoods. The unemployment rate was 12% in Houston when I lost my job there and moved to Los Angeles in 1987.

From 1984 to 1987 I was working in the Houston office of Jones Lang Wootton. My colleagues were busy acquiring and managing investment properties for British, German and Saudi investors who were excited by the Texas story. This all changed rather quickly.

Travel ahead 25 years in time and is China or Costa Rica that much different?

Wednesday, July 27, 2011

The Rights of Foreign Victims of U.S. Real Estate or Mortgage-Backed Securities Scams

A few previous blogs touched on the subject of real estate fraud that crosses national boundaries, and how difficult it can be for American victims to seek redress in foreign courts. I might have sounded xenophobic by focusing on scammers in Latin America, Canada and China, but international real estate fraud works both ways. There are also foreign victims of U.S.-based frauds.

Ethical standards in the U.S. should not be considered different from ethical standards elsewhere. It is not the nationality that matters, but the type of people the real estate industry attracts – people who want to make lots of money. If the real estate industry instead attracted saints, perhaps Mother Theresa herself would have devoted her life to selling condos to foreigners.

Prestige and fame matter little, too, in protection from fraud, as this blog will focus on extensive litigation against Goldman Sachs, an institution once so hallowed that our last three U.S. presidents have selected Goldman executives to become U.S. Secretary of the Treasury, including the present one.

U.S. Securities Laws are not Extra-Territorial

An overseas investor might also be surprised to find that U.S. securities laws do not apply to U.S. real estate investment securities marketed overseas, which includes mortgage-backed securities and real estate syndications.

For instance, Australian hedge fund Basis Yield Alpha recently lost its lawsuit against Goldman Sachs for a $78 million loss on its investment in a Goldman-sponsored CDO (collateralized debt obligation) known as Timberwolf 2007-1, which specialized in subprime mortgage loans. Goldman profited by betting against this CDO, as they have been known to do, even letting John Paulson design another CDO in which he was able to pick the nonprime packages that were “most likely to fail” and then invest in credit default swaps. The U.S. Securities and Exchange Commission sued Goldman and settled for $550 million one year ago this month.

Goldman, for this reason, faces other investor lawsuits from domestic investors, but Judge Barbara Jones dismissed the Australian lawsuit solely because U.S. securities law only governs securities sold within the United States. (As you may recall, This jurisdictional exception was upheld by the U.S. Supreme Court last year in the landmark case, Morrison v. National Australia Bank Ltd. This decision serves to bar the extraterritorial application of the U.S. Securities Exchange Act of 1934. In that case, although the lead plaintiff, Morrison, was American, the remaining plaintiffs were Australian and were victims of NAB’s (National Australia Bank) inaccurate accounting for its American mortgage servicing subsidiary, HomeSide Lending. The plaintiffs argued that the overvaluation of mortgage assets occurred in Florida, where the subsidiary was located, and U.S. securities laws should therefore apply, but the Court found that the securities were sold in Australia, by Australians, to Australians, and therefore U.S. law did not apply. Morrison, the American, could not prove damages, either.

Korean insurer Heunkuk Life Insurance is similarly affected in its lawsuit against Goldman Sachs.

These recent Federal court decisions do not preclude plaintiffs from suing in state courts or foreign courts.

Wednesday, July 20, 2011

GIC's Failed New York Real Estate Investment: An In-Depth Analysis

Stuyvesant Town. 

While recently in Singapore, I encountered lively debate about Singapore’s two sovereign wealth funds, the Government of Singapore Investment Corporation (known as “GIC”) and Temasek Holdings. Given Singapore’s reputation for clean government, some citizens grumbled about the lack of transparency with which these funds operate. I first became curious about GIC last year after learning of their $675 million + loss in the default of a New York apartment community known as Stuyvesant Town/Peter Cooper Village at the beginning of 2010.

The failure of Stuyvesant Town/Peter Cooper Village at the beginning of 2010 resulted in the largest real estate foreclosure [actually “deed in lieu of foreclosure”] in U.S. history. These two aging apartment communities, with a total of 11,250 apartments, were together purchased for $5.4 billion in 2006 in a syndication organized by Tishman Speyer and BlackRock; there was also $4.4 billion in first and mezzanine financing. The purchase price equated to $480,000 per apartment in two complexes that were built in the 1940s, equating to an annual gross rent multiplier of more than 30, unheard of for an American apartment property not headed for condo conversion (but perhaps common in Singapore).

73% of the apartments had rents restricted by New York’s Rent Stabilization Ordinance, and the average rent for a one-bedroom apartment was about $1300 per month at the time. At the time of purchase, market rents on one-bedroom apartments, once renovated, were estimated to be $3200 to $3500 per unit.

The loans were underwritten not according to present income but according to pro forma income expected in 2011, five years hence. Net operating income was forecasted to triple in five years! Tishman reportedly planned to more actively manage the property than previous owner MetLife, and thought rents could be raised through renovation and the eviction of or renegotiation with illegal tenants, estimated to occupy about 1000 units. MetLife previously also had a plan to convert the units into luxury apartments, but found itself legally confounded by tenant litigation. They basically tried the same strategy before and failed.

Enterprising New Yorkers sometimes pretend to keep possession of apartments with restricted rents while subletting to other unrelated parties. Tishman planned to aggressively raise rents on these illegal subletters. One problem, though, was that under the Rent Stabilization Ordinance, stabilized rents below $2000 per month are not eligible to be raised to market value, and most of the units were earning less than $2000 per month.

My personal observation is that New York is a very litigious city (I had an appraisal office there in the 1990s). I have been threatened with lawsuits just for calling up buyers or sellers and asking them what they paid for their properties. MetLife had already been stymied by tenant lawsuits, so Tishman should not have been surprised that its aggressive rental increase program would also attract a class action lawsuit on more than 4000 units. The courts judged $200 million in rental increases to be illegal and awarded $4000 to each renter.

Besides ruinous legal expenses, the financial industry meltdown had hit the New York apartment rental market hard, and market rents were falling. Asking rents on one bedroom apartments at Stuyvesant/Cooper had declined to $2255 per month at the time of foreclosure, not including a $500 move-in bonus.

The first mortgage loan was underwritten at a 1.7 debt coverage ratio based on pro forma Year 2011 NOI, but actual first year debt coverage in year 2006 was only .48! Having worked for America's largest multifamily lender in the 1990s, a deal like this would never have been done. Including the mezzanine debt, the 2011 DCR would have been only 1.2. Even more surprising was that there were two pieces of mezzanine debt, and GIC held the subordinate piece, $575 billion, which became worthless at the time of foreclosure. The superior mezzanine lien at least received $45 million.

What this meant for equity investors was years of red ink before the property could earn positive cash flow. When the projections became unattainable, there was no more reason for the investors to hold on to the properties, and the lenders took possession.

The most recent appraisal of this complex estimated market value at about $2.8 billion, meaning a potential loss of about $2.6 billion for the consortium of lenders which include Wachovia (now Wells Fargo), Merrill Lynch (now Bank of America), GIC and the other mezzanine lender.

Friday, July 8, 2011

The Beijing Gateway Plaza fraud controversy

Almost any real estate valuation report in the world has the same “limiting condition” buried within the report which reads more or less as follows:

We have relied to a very considerable extent on the information provided by the owners and have accepted their representations of tenancy, occupancy, financial performance, site area and floor area, which we assume to be true and accurate. We take no responsibility for inaccurate client-supplied data and subsequent conclusions related to such data.”

What if the property owner lied, though? Then, the accuracy of the valuation is compromised. This is a problem the world over, particularly when the property owner is the one who hired the valuer.

This week’s lawsuit by Tin Lik, a Hong Kong developer, against the trustees of the RREEF China Commercial Trust is an interesting example of the consequences of misrepresentations. This lawsuit came immediately after the June 30th judgment against Tin Lik in the case of HSBC Institutional Trust Services v. Tin Lik, decided by The High Court of the Hong Kong Special Administrative Region.

HSBC Institutional Trust Services was the trustee of the RREEF China Commercial Trust, a Hong Kong REIT having the Beijing Gateway Plaza office complex as its sole asset. On June 4th, 2007 the Trust bought Gateway Plaza from Tin Lik based on Tin Lik’s representations of rental income, representations which were discovered to be false by the newly appointed REIT manager, RREEF China REIT Management Limited, who then calculated the financial value of the discrepancies to be HK$278,526,708. These discrepancies and the estimation of financial loss were later reviewed and confirmed by an independent subcommittee which included an un-named international accounting firm.

On September 7, 2007, Tin Lik agreed to pay the full sum of HK$278,526,708 and promised to make further payments if that sum was later found to be insufficient. Such an action is tantamount to a guilty plea.

A new valuation of the property was done on September 30, 2007, establishing a value of HK$3,699,000,000. After taking into consideration the HK$278 million already paid by Tin Lik, the Net Asset Value attributable to all the unit holders was still HK$69,663,000 lower than if the rents had never been misrepresented.

The Sale and Purchase Agreement by which the Trust acquired Beijing Gateway from Tin Lik established monetary “set-offs” for other discrepancies as well, such as breach of warranties. Tin Lik had warranted certain equipment such as lifts (elevators) and HVAC as being in good repair and reasonable working order, having been regularly and properly maintained and not dangerous or obsolete, but some of the equipment had to be repaired or replaced.

There was also a guarantee of billboard rental income of RMB35 million for the first year, 38 million for the second year, and 40 million for the third year, but the tenant defaulted.

Based on the breach of warranties, the REIT manager calculated further “set-offs” due from Tin Lik as being:

HK $216,890,160 in 2007
HK $ 35,270,591 in 2008
HK $ 11,533,376 in 2009 and
HK $ 12,902,544 in 2010, which adds up to HK$276,596,671 additionally due to the Trust from Tin Lik.

Tin Lik disputed the set-offs and on May 20, 2010, sent a letter demanding repayment of the HK$287,497,000 he paid on September 7, 2007 to settle discrepancies related to rental income. Unfortunately, the property was sold to Mapletree India China Fund on February 3, 2010, and after the sale, a Special Resolution of the unitholders was passed on March 31, 2010 to terminate the Trust and delist it from the Hong Kong Stock Exchange.

Tin Lik is now contending that he was coerced into admitting fraud and making the HK$287,497,000 payment to the Trustees in his new lawsuit, which seeks to recover that payment.
Enhanced by Zemanta

Monday, July 4, 2011

"Independent Valuation" Problems in Chinese Equity Offerings

One notable scandal this last month was the public accusation that Sino-Forest, a Chinese forestry resources company traded on the Toronto Exchange (TRE.TO), is no more than a Ponzi scheme. The accusation was made by Hong Kong equity research firm Muddy Waters, LLC, in a 40-page research report reminiscent of Harry Markopolos’s expose of the Madoff Ponzi scheme.

I will not comment on the merits of the accusation other than to say that there is enough fraud coming out of China that I don’t see a reason for an analyst to make up false stories. On U.S. exchanges alone, eleven Chinese companies have had their securities registrations revoked by the SEC (Securities and Exchange Commission) and 24 more have been forced to address accounting irregularities or auditor resignations, and of the 19 most recent filings of class action securities lawsuits in the U.S., at least 5 have been against Chinese companies. The simple observation that Sino-Forest has produced no free cash flow or dividends in 16 years in spite of escalating revenues is cause for suspicion. John Paulson dumped his shares right away after the MW report.

Some of you may wonder about the CFE initials in my by-line. They stand for "Certified Fraud Examiner", a credential awarded by the Association of Certified Fraud Examiners. One thing we were taught in our educational program is that fraud is a crime of opportunity. It will move to areas where the controls are weakest, opacity is greatest, and greed and a miraculous story get in the way of due diligence and reason. This makes China an ideal place to commit fraud, just as Florida and Las Vegas were 5 years ago.

Foreign investors are wowed by China's reported 10% annual GDP growth rate and accept Chinese financial reporting with the assumption that auditors and valuers know everything going on within a Chinese company. Many Chinese companies create a labyrinth of offshore entities in the British Virgin Islands and Cayman Islands to hide transactions or owners from view. Sino-Forest and Hui Xian have both done that.

As for Sino-Forest, Muddy Waters specifically addressed the reliability of the "independent valuation" report, as follows:

"TRE provides fraudulent data to Poyry, which
produces reports that do nothing to ensure that TRE is


"TRE became more sophisticated – engaging Jakko Poyry to write valuation reports, all the while giving Poyry manipulated data and restricting its scope of work. Thus more and more investors are drawn into TRE’s fraud every year as it falsifies timber investments and manipulates Poyry further."

One common theme of the Muddy Waters analysis and my own blogs about Perennial China Retail Trust and Hui Xian REIT is the use and abuse of so-called “independent valuation reports” from respected firms with valuers possessing respected credentials. In each case, the sponsors that hired the valuers restricted the scope of work or imposed assignment conditions which impaired the reliability of the reports. Each example is explained as follows:

Independent valuation of Sino-Forest (TRE.TO)

As Muddy Waters describes, the independent valuation firm Jaakko Poyry couched its valuation opinion with multiple disclaimers such as follows:

• “Poyry has not viewed any of the contracts relating to forest land-use rights, cutting rights, or forest asset purchases.”

• “It is important to understand that this is not a confirmation of forest ownership, but rather a verification of the mapped and recorded areas of stocker forest

These types of disclaimers naturally arouse suspicion, as in Shakespeare’s famous phrase, “The lady doth protest too much, methinks.” Why would the valuer feel the need to make such statements unless he knew something was wrong?

Independent valuation of Perennial China Retail Trust (N9LU.SI)

Here’s a situation in which the annual base fee to the Sponsor is established by independent valuation, but the “independent valuer” was asked to assume that all five properties had been acquired and developed and leased to full occupancy, when only one of five properties had been built and two only existed as purchase options. The inflated appraised value of about $1.1 billion SGD is 54% above market capitalization at the close of markets on July 4th. The $1.1 billion SGD appraised value translates to an annual base fee of $3,850,000.

The valuation firm also performed limited due diligence, as they explained as follows in the valuation report that was included in the IPO prospectus:

Whilst CB Richard Ellis has endeavoured to assure the accuracy of the factual information, it has not independently verified all information provided by the Trustee-Manager (primarily copies of leases and financial information with respect to the Properties as well as reports by independent consultants engaged by the Trustee-Manager).

CB Richard Ellis has relied upon property data supplied by the Trustee-Manager which we assume to be true and accurate. CB Richard Ellis takes no responsibility for inaccurate client supplied data and subsequent conclusions related to such data.

This confidential document is for the sole use of persons directly provided with it by CB Richard Ellis (Pte) Ltd. Use by, or reliance upon this document by anyone other than Perennial China Retail Trust Management Pte. Ltd. (as Trustee-Manager of Perennial China Retail Trust) is not authorised by CB Richard Ellis and CB Richard Ellis is not liable for any loss arising from such unauthorised use or reliance. This document should not be reproduced without our prior written authority.”

Independent valuation of Beijing Oriental Plaza (Hui Xian REIT)

The owners had been receiving valuations of its only property, Beijing Oriental Plaza, from DTZ Debenham Tie Leung Limited on an annual basis. The valuation was RMB 11.2 billion at the end of 2009 and RMB 20 billion as of October 31, 2010, based on a decline in market capitalization rates and an increase in rents of 2% for offices and 6.7% for retail tenants.

Nevertheless, for the purposes of the IPO and the estimation of a “revaluation surplus” distribution to the previous owners, a different valuer was chosen – American Appraisal China Limited -- who estimated market value to be RMB31.4 billion as of January 31, 2011, just three months after the DTZ valuation of RMB 20 billion, a further increase in value of 57%. Despite this new valuation, though, the IPO sponsors priced the entire offering at between RMB 26.2 billion and 27.9 billion, 11 to 17% below appraised value. Why would the Sponsors price below appraised value unless they didn’t believe the appraised value of AAC? Why did they switch valuation firms? As of July 5th, market capitalization has dropped to RMB 23.45 billion, which is only 75% of appraised value.

More specific concerns about the valuation report are presented in my Hui Xian blog.

The appraised value of RMB 31.4 billion was used to establish a “revaluation surplus” of RMB 7.775 billion payable to the previous owners, although the market capitalization of the entire REIT was never that high, and current market capitalization suggests that no such surplus value exists. The amount of “revaluation surplus” was based on subtracting net book value of RMB 23.635 billion from the appraised value of RMB 31.41 billion, but current market capitalization of RMB 23.45 billion suggests that no revaluation surplus is warranted, and that the RMB 7.775 billion is money that has been taken from investors through a dishonest scheme.

The new valuers also performed limited due diligence, as they explained as follows:

We have not carried out on-site measurements to verify the areas of the Property and assume the areas contained in the documents provided to us are correct. We have no reason to doubt the truth and accuracy of the information as provided to us by BOP and Commerce and Finance Law Offices on PRC law. We have also been advised by BOP that no material facts have been omitted from the information so supplied. We consider we have been provided with sufficient information to reach an informed view.”


Allowing IPO and subsequent offering sponsors to order “independent valuations” is a blatant conflict of interest, although this is a problem that is not unique to China. Moreover, an "independent valuation" that refuses or is not permitted to perform verification of factual information, such as ownership, financial operations, or property size, is useless and misleading to investors.

Investors should understand that valuers typically put disclaimers and limiting conditions in their valuation reports to prevent liability for passing on fraudulent data. They basically assume that everything the property owner states is true. This does nothing to ensure that valuers rely on accurate data, but deceives investors into thinking that the valuation reports are thorough and accurate.

Disclosure: I do not have any short or long positions in these stocks.

Tuesday, June 28, 2011


Singapore's Marina Bay Sands Casino and Hotel

This website is powered by Google Blogger, and one the most interesting features of Blogger is its tally of the search terms used in finding my International Appraiser blog. My blog on Macau has been attracting those who are searching for statistics on which are the top world gaming destinations by revenue. This particular blog will try to answer that question.

Here is my attempted ranking of world gaming destinations by year 2010 revenues:

1. Macau. $23.543 billion, up 58% from 2009, now exceeding $3 billion/month.
2. Las Vegas/Clark County, Nevada. $7.72 billion (entire county), down 20% since 2006.
3. Singapore. $5.1 billion, first year.
4. Atlantic City. $3.565 billion, down 32% since 2006.
5. Southeastern Connecticut (including Foxwoods, largest U.S. casino). $1.385 billion, up 12% from 2009.
6. Biloxi, Mississippi. $1.106 billion, down 15% since 2007.

This list focuses on singular destinations with an agglomeration of casinos in close proximity rather than countries or states where casinos are geographically dispersed such as France, Pennsylvania, Indiana or the Dominican Republic.

The one trend that is obvious from this list is the explosive increase in gaming in Asia and the decline in gaming in the leading U.S. destinations.

The U.S. gaming market has become increasingly fragmented, with Indian casinos in California and Nevada taking customers away from Nevada’s traditional gaming destinations of Las Vegas, Reno and Laughlin, and Pennsylvania and New York taking customers away from Atlantic City. There are now 19 U.S. states that allow casino gambling, and increasing state budget pressures may tempt more to legalize casino gambling in order to augment revenue.

One important difference in making comparisons between Las Vegas and Asia is that Las Vegas earns more from lodging, food and beverages than from gaming revenues, as most visitors to Las Vegas need to stay overnight because of its distance and isolation from the places the visitors come from; long haul visitors stay longer than short haul visitors, and Las Vegas attracts more long haul visitors. For instance, although the Las Vegas Strip earned $5.167 billion in gaming revenues last year, it also earned $3.106 billion in lodging revenues and $2.923 billion in food and beverage revenues. On the other hand, many visitors to Macau and Atlantic City are on day trips from Hong Kong or Guandong Province (in the case of Macau) and New York or Philadelphia (in the case of Atlantic City).

2017 update:
Enhanced by Zemanta

Saturday, June 25, 2011

Gibson v. Credit Suisse: The Mother of All Syndication Frauds?

Previous blog posts have discussed deceptive real estate syndications.  
The mother of all alleged syndication frauds is the Credit Suisse loan syndication program involving 14 U.S. resorts. A syndicated loan is a loan sold off to multiple investors. I became obliquely involved when I appraised the property of one of the resort developers as additional loan collateral. (I have no relationship with Credit Suisse or Cushman & Wakefield.)

The alleged loan fraud is described by Bankruptcy Court Judge Ralph Kirschner as follows:

In 2005, Credit Suisse was offering a new product for sale. It was offering the owners [developers] of luxury second-home developments the opportunity to take their profits up front by mortgaging their development projects to the hilt. Credit Suisse would loan the money on a non-recourse basis, earn a substantial fee, and sell off most of the credit to loan participants. The development owners would take most of the money out as a profit dividend, leaving their developments saddled with enormous debt. Credit Suisse and the development owners would benefit, while their developments—and especially the creditors of their developments—bore all the risk of loss. This newly developed syndicated loan product enriched Credit Suisse, its employees and more than one luxury development owner, but it left the developments too thinly capitalized to survive. Numerous entities that received Credit Suisse’s syndicated loan product have failed financially, including Tamarack Resort, Promontory, Lake Las Vegas, Turtle Bay and Ginn [Sur Mer].”

What makes this alleged fraud interesting to the International Appraiser is that Credit Suisse is Switzerland’s second largest bank and allegedly created a fake Cayman Islands branch in order to get around U.S. banking laws, particularly FIRREA (Financial Institution Reform, Recovery and Enforcement Act of 1989).

Credit Suisse and Cushman & Wakefield Appraisal are currently co-defendants in three class actions lawsuits, claiming over $10 billion, over the loan defaults of all 14 resorts, as follows:

  1. $8 billion alleged damages. Property owners v. lender and appraisal firm. Filed January 2010.
  2. $2 billion alleged damages. Borrower v. lender, appraisal firm and appraiser. Filed February 2012.
  3. $250 million alleged damages. . Hedge fund loan investors v. appraisal firm. Filed October 2011.
The plaintiffs in the first lawsuit contend that CS saddled the resorts with debts much higher than the underlying real estate values, thereby forcing bankruptcies that impaired the value of the real estate holdings of the individual residents. Such a loan is sometimes called a “predatory loan” and the scheme sometimes called “loan to own”. As a former banker, I find such a complaint to be hard to believe. Foreclosures are rarely profitable for banks.

Credit Suisse hired the appraisal firm Cushman & Wakefield to appraise each resort according to an unorthodox methodology named “Total Net Value,” which basically ignored the time value of money in estimating the present value of each of these resort developments. Such developments were going to take years to sell out, but future revenues were not discounted for time. The “total net value” (TNV) methodology was tantamount to creating discounted cash flow models with 0% discount rates. Its sole purpose seemed to be to inflate the appraised value and thus justify a higher loan amount.

The appraisal firm performed the appraisals according the Total Net Value methodology dictated to them by the lender and attempted to cover themselves with all the necessary disclosures and Assumptions and Limiting Conditions in their reports. Others mistakenly thought that the appraisals were market value appraisals, and it appears that CS wanted to create that illusion. Cushman even mailed the appraisal reports to the Cayman Islands address, ostensibly to circumvent U.S. appraisal laws.

All 14 syndicated loans failed and property owners at four failed resorts, Yellowstone Club, Tamarack Club in Idaho, Lake Las Vegas, and Ginn Sur Mer in the Bahamas, filed the first suit against CS and the appraisal firm, claiming that CS had defrauded them with a predatory “loan to own” scheme, that appraisers had used the total net value methodology to create misleading and deceptive appraisal reports that violate FIRREA, and that the defendants, knowing this, engaged in a conspiracy to circumvent FIRREA by creating a special purpose lending entity in the Cayman Islands and having the appraisal reports delivered there. The CS Cayman branch was alleged to be a post office box.

In its motion to dismiss, the appraisal firm claimed that the plaintiffs were aware that the appraisal reports properly disclosed that they were not based on market value. They also pointed out that there was no connection between the plaintiffs and the appraisers and thus no basis for privity (fiduciary responsibility). The motion to dismiss, interestingly enough, also states that the appraisals’ non-compliance with U.S. banking laws was irrelevant to any of the loans because the lender was from the Cayman Islands. How convenient.

The Yellowstone Club example illustrates the magnitude of appraised value inflation as a result of the TNV methodology. Yellowstone Club is a private vacation home community in Montana that includes such notable residents as Bill Gates and Dan Quayle. Prior to CS’s involvement, the same appraisal firm had appraised Yellowstone Club for $420 million. CS instructed the appraisers to revalue Yellowstone Club several months later using “total net value” methodology, and the appraised value shot up to $1,165,000,000, supporting a $375 million loan decision by Credit Suisse. The loan later went into default and foreclosure.

On July 17th, 2009, the foreclosed Yellowstone Club was sold for $115 million to Cross Harbor Capital Partners. The loan loss was therefore about $260 million.

Lessons to be learned
From the standpoint of international investors, there should be the fundamental realization that appraisal or valuation reports ordered by a syndication sponsor are not “independent valuation reports”, as they are often labeled. Allowing syndication sponsors to buy and pay for valuation reports is just placing foxes in charge of the hen house.

The U.S. certainly has laws against appraiser misconduct, but enforcement is rare, and was certainly not enough to prevent the greatest global financial crisis since the 1930s, which was due in large part to massive mortgage fraud enabled by appraisal fraud. What’s worse is that most other countries do not even have laws as strict as the U.S., which implemented tougher laws after the Savings and Loan Crisis of the 1980s.

Some appraisers may think that certain liberties can be taken in an appraisal report as long as they are disclosed in the report. Appraisers may agree among themselves on what these types of disclosures are, but those outside the appraisal profession may not understand disclosures when they see them. This particular case may test the limits of how far this possibly undue reliance on disclaimers can go.

The appraisal reports for CS were previously published on the Internet and contained standard disclosures, disclaimers and Assumptions and Limiting Conditions. The “intended use” was for loan underwriting and the “intended user” was CS. An appraiser reading these reports could reasonably infer that the appraised values were not labeled as or intended to represent market values. The first plaintiffs in this case would not normally be considered to have a claim based on privity [duty of care to the plaintiff], either. Nevertheless, the appraisal firm is still facing an $8 billion lawsuit after an unsuccessful motion to dismiss.

The current judge on the case has raised the question of whether the plaintiffs properly understood the reports or had such capability. This raises the questions of whether disclosures and Assumptions and Limiting Conditions are enough to prevent the public from being misled. Appraisers should consider that any number printed as “appraised value” is likely to be interpreted by others as an expression of market value. There are many persons, particularly investors, who may rely on an “appraised value” without reading the report and finding the disclosures. Some properties or projects are even marketed with representations of appraised value without ever allowing the public to see the supporting appraisal reports, as was the case with Credit Suisse.

Large firms, in this case an international brokerage and appraisal firm, have deep pockets that can serve as a target for lawsuits. It would be in such a firm’s best interest to avoid all situations allowing accusations of impropriety. In this case, the reason for the using Total Net Value methodology instead of market value was not explained, making it seem that TNV’s sole purpose was to inflate the appraised value. This may make the appraisers seem complicit in the alleged loan fraud by CS, which the appraisals enabled. It is questionable if the appraisers expected to be part of a syndicated loan fraud scheme, though, as the only benefit to them were the fees earned for the reports. Nevertheless, whistleblower Michael Miller at C&W has come forward with allegations and incriminating e-mail messages (such as “not in jail yet and continuing to write these appraisals”) indicating that his colleagues knew they were creating misleading reports.

Congratulations to Cushman are in order for their award of a large "Financial Advisory Valuation Services" contract by the FDIC. Who says that excellence does not go unrewarded?

Final suggestion
Here is a suggestion for investors: Order your own appraisal or at least hire an appraiser to review the “independent valuation.” American Property Research provides such a service.

Sunday, June 19, 2011

Hui Xian REIT IPO / Beijing Oriental Plaza 汇贤产业信托

My last blog about Perennial China Retail Trust presented an example of a Chinese real estate IPO designed to enrich the sponsor rather than investors. Another recent, self-serving IPO focused on Chinese real estate is Hui Xian Real Estate Investment Trust, which is focused exclusively on Bejing’s landmark Oriental Plaza. Oriental Plaza is a 787,059 square meter (8.5 million square feet) mixed-use complex in the Dongcheng district west of the Beijing CBD. Oriental Plaza is partly owned by billionaire Li Ka-Shing, Hong Kong’s wealthiest man and no. 11 on the Forbes billionaires list. His organization is known as Cheung Kong Holdings.

Much as Warren Buffett holds “sage” status in the U.S., Li Ka-Shing holds “Superman” status in Hong Kong, bringing instant credibility to his IPOs. An investor has to first ask, though, what the reason for the IPO may be. The property is already acquired and has performed very well to this date. Mr. Li is not adding to his stake in Hui Xian. If anything, he is lessening his stake, as the use of the proceeds is to reduce bank debt and intracompany indebtedness (to Hui Xian Cayman, a wholly owned subsidiary of Hui Xian Holdings, which is 33.4% owned by Cheung Kong Holdings), which not coincidentally reduces the debt levels and increases the net asset value of Cheung Kong Holdings.

Better yet, going public has also allowed the owners to be paid a "pre-listing distribution" of the "revaluation surplus" of RMB 7.3 billion (>$1 billion USD) due to the property being valued at RMB 31,410,000,000, even though the IPO priced Oriental Plaza at RMB 26.2 billion to 27.9 billion (why so low if the property is really worth 31.4 billion yuan?). Moreover, the owners hired a different valuer for the IPO valuation even though they had just had the property appraised for RMB 20 billion on October 31, 2010, an increase of RMB 8.8 billion from the end of 2009. The new valuation, done three months later by a member of both the Royal Institution of Chartered Surveyors and the Hong Kong Institute of Surveyors, was 57% higher, although mall rents had only gone up 6.7% in the previous year and office rents had gone up just 1.9%. It all looks suspicious when the distribution of a huge revaluation surplus is dependent on such a high valuation.

The last DTZ valuation from October 31, 2010 explained the big increase in value to RMB 20 billion from RMB 11.2 billion as the result of declining capitalization (yield) rates, with the yield rate on The Malls moving down from 10.5% to 8% and the yield rate on The Offices moving down from 9% to 7%. The new valuation by American Appraisal China, on the other hand, applies even lower but contradictory yield rates, with the report stating that the respective yield rates on The Malls and The Offices as 6% and 5.5%, but the Valuation Certificate stating yield rates as 5% for The Malls and 4.5% for The Offices, indicating some change of heart during the valuation assignment. The valuation report does not present evidence for a 4.5% yield rate for offices.

As a point of reference, the Japan Real Estate Institute's Global Real Estate Markets Survey of 105 firms, published in May 2011, indicated a prevailing yield rate of 7% for Beijing offices, 7.1% for the CBD, up from 6.5% six months previously and 6% one year before.

In addition, the decrease in yield rates alleged by the new valuer seems to be at odds with the Chinese government increasing interest rates 5 times in the last eight months. There is usually some correlation between yield rates and interest rates.

As for the Direct Comparison portion of the valuation report, I was surprised to find so much of the "comparable" data consisted of asking prices rather than closed prices.

Distribution of the Revaluation Surplus

This "pre-listing distribution" of "the revaluation surplus" is part of the debt that was retired by the proceeds of the IPO. This is what allowed the owners to pocket over $1 billion in phantom capital gains immediately prior to public trading.

If Superman is reducing his stake in Hui Xian, why should we be buying?

One advertised virtue of the offering was that it was the first yuan-denominated offering outside China, allowing Hong Kong and offshore investors to invest yuan deposits that would otherwise yield lower returns in bank interest or in “dim sum bonds”. The anticipated yield was 4.26%.

The offering was subscribed at RMB 5.24 per share, but plunged 10% on the first day of trading in April. The last trade on July 5th was RMB 4.69, about 10.5% below the original offering price.

As of March 31, 2011, all seemed to be well at Oriental Plaza. Occupancy was reported as follows:

Retail mall 100%
Offices 99.7%
Apartments 95.4%
Grand Hyatt 72.9% (a good hotel occupancy rate)

The IPO prospectus only had financials until October 31, 2010. For the first 10 months of 2010 compared to the first 10 months of 2009, revenues were up for the malls and the hotel but office revenues decreased from RMB 563 million to RMB 542 million and apartment revenues declined from RMB 82 million to RMB 74 million. Overall revenues were up, nevertheless.


Perhaps someone at Hui Xian Holdings saw strong headwinds coming their way. For instance, Years 2011 and 2012 will have numerous tenancy expirations, including more than 99% of the office tenants, 67.4% of the retail tenants, and more than 99% of the apartment tenants.

Also, despite double digit growth in retail sales, the amount of retail space inventory has been increasing even faster in Beijing, and the local retail vacancy rate was last measured at 24%, although it is a much lower 7.52% in the Dongcheng district that contains Oriental Plaza. In the last 3 quarters of 2010, added new supply was about three times absorption (also known as “take-up”). So far, this has not affected the Malls at Oriental Plaza (completed in year 2000), which enjoy an unparalleled location in a prime tourist and office area.

Still, the forecast is for 1,249,000 square meters (13.445 million square feet) of new high-end retail space to be completed in Beijing during the next two years, including the following new retail properties in the Dongcheng district:

Wangfujing International Shopping Mall 40,000 sq mtrs 430,570 sf
Beijing Gong Project 46,000 sq mtrs 495,000 sf
Macao Center 23,000 sq mtrs 247,578 sf
Wangfujing International Brand Center 70,000 sq mtrs 753,500 sf

Oversupply is always bound to hurt even the best retail properties.

As for office space in Central Beijing, the growth in demand has recently exceeded the growth in supply, with the vacancy rate declining into single digits and average rents of $29.35 psf per year in U.S. dollars.

There are other Class A office projects in the works in Beijing, however:

CITIC Securities Plaza 70,000 sq mtrs 750,000 sf
Xidan Yinzuo Centre 80,000 sq mtrs 860,000 sf
Meisheng International Plaza 43,000 sq mtrs 462,000 sf
Parkview Green 80,000 sq mtrs 860,000 sf
Guosheng Center 140,000 sq mtrs 1,500,000 sf
Fortune Plaza Phase III 150,000 sq mtrs 1,615,000 sf
Aether Square 50,000 sq mtrs 538,000 sf

As for the Dongcheng District, the nearby new supply will not be directly competitive. The difference between the Dongcheng district and the central business district seems much like the difference between the Chicago CBD and its Magnificent Mile, considering that Dongcheng is situated next to the premier Wangfujing retail district in Beijing. My hotel in Dongcheng was near a Bentley dealer, for instance.

There is nothing to suggest that Oriental Plaza is suffering any problems at the moment, but the fact that “Superman” Li is reducing his stake and cashing out a “revaluation surplus” should not be an encouraging sign to investors. Considering that Oriental Plaza was valued at RMB 31,410,000,000 but market capitalization of the trust was never that high and has now declined to RMB 23,550,000,000, perhaps that imaginary RMB 7.3 billion revaluation surplus should be returned to investors.

Disclosure: I have no short or long position in this stock.