Shenyang and PCRT update

As reported in the April 25th edition of Retail Traffic, “Shenyang, China was the most active market for new development [in the world] in 2011 with 10.76 million sq. ft. [1 million square meters] of new retail space completed.” CBRE ranked Shenyang as second in the world in retail construction last year, with 2.18 million more square meters under construction in 18 separate projects.

Shenyang is a city of 5.7 million residents and ranks as the 11th most populous “urban area” in China (“urban area” being the term most analogous to the western concept of “city”.)

What this means is that Shenyang has increased retail space at a more rapid pace than most other large Chinese cities, which are themselves no slackers in building malls. Yet GDP per capita (the predominantly used statistic since household incomes are not measured) is less than half that of Shanghai. I have not heard the story yet on why Shenyang should have significantly higher hopes than other Chinese cities.

I have visited and focused previously on Shenyang because of it contains the only operating assets in the portfolio of Perennial China Retail Trust. Shenyang seems particularly at risk of retail overdevelopment, particularly the Dadong district containing the Shenyang Longemont Asia Pacific City development. The 2011 Market Study suggested a quadrupling of shopping center space in this area. Moreover, PCRT is designed to enrich its sponsors regardless of the success of its properties (such as compensation based on valuations performed according to blatantly unrealistic "extraordinary assumptions" dictated to the valuers), and the normal feasibility study process was thus compromised. 

The PCRT share price began sinking in February, possibly as a result of unfavorable news of a 39% decline in occupancy at the Red Star Macalline Mall as of December 11 (which had opened at 91.8% occupancy but was down to 56% as of December). The report to shareholders acknowledges that Chinese government initiatives to cool down the housing market have had an adverse impact on the sale of home furnishings, thereby hurting the tenants of Red Star Macalline Mall. PCRT has reported that they have relocated remaining tenants into one half of the mall, while the other half of the mall will be re-tenanted with conventional retail tenants, thus competing with their own Longemont Mall next door.

One surprising claim, though, was that the slow leasing performance of the Longemont Mall was due to a 3-month delay in the opening of the mall until October due to fire department regulations. My visit occurred in September and was instigated by the news that the mall had opened on July 1st. Furthermore, DBS (one of the IPO underwriters) published a favorable report on PCRT on November 14, 2011, with the title "Perennial China Retail Trust - Execution on Track", also informing the readers that the mall had opened in July. They set a 12-month price target of 83 cents. I noticed that their cameras carefully avoided photographing any vacant space, though.

It should be understood that the property inspectors and independent valuers are the paid advocates of PCRT management, hence explaining the wildly optimistic price targets and valuations.

Last week, the share price popped from 49.5 cents to 52 cents on news of Kuok Khoon Hong, the founder of Wilmar, a palm oil company, raising his stake in PCRT to 16.9%, seen as a vote of confidence. The purchase was at a price of only 44.6 cents per share, though, by a purchasing consortium 49.5% owned by Wilmar and 20% owned by CEO Pua Seck Guan. There is no buy that happens without a sell, however, and it should very concerning that the seller was Shanghai Summit, the local development partner in the Shenyang PCRT properties, effectively reducing their ownership stake from 14.9% to 0. When the developer in charge of the project bails out like this, shouldn't investors be concerned, particularly at a price of 44.6 cents per share? When the co-owner with the most local knowledge bails out, that is never a good sign.

PCRT is currently at 52.5 cents per share, creating a 17.7% two-week gain for buyers Kuok and CEO Pua Seck Guan.

Meanwhile, the latest "independent valuation" valuation still valued the entire PCRT portfolio as of the end of 2011 as completed and leased to 95% occupancy. I don't know why such fiction is permitted in Singapore, but if such a valuation report had been published in the USA, this would invite a class action lawsuit from disgruntled investors.

Disclosures: None. I have no short or long position in this stock and have no plans to initiate such a position.

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Perennial China Retail Trust IPO 鹏瑞利中国零售信托

After visiting vacant new malls in China, I was naturally intrigued to know the rationale behind this Chinese mall IPO on the Singapore Exchange, which was originally scheduled to go public in March 2011 but was then delayed until June 9th and priced 30% lower. The rationale may become more apparent by the end of this post.

The press release stated that “PCRT offers investors the unique opportunity to participate in urbanisation-driven retail growth opportunities in China via a private-equity fund structure, typically accessible to only large institutional investors…PCRT's initial portfolio comprises five assets located in Shenyang, Foshan and Chengdu. The assets are Shenyang Red Star Macalline Furniture Mall, Shenyang Longemont Shopping Mall, Shenyang Longemont Offices, Foshan Yicui Shijia Shopping Mall and Chengdu Qingyang Guanghua Shopping Mall, and have a total gross floor area of approximately 960,899 sq m [10,343,369 square feet] and a total valuation of approximately S$1.1 billion as of December 31, 2010. …” The common special attribute for each property is that it will be served by either rapid transit or high speed railway stations.

Only one of these projects has been completed -- the 3 million square foot Shenyang Red Star Macalline Furniture Mall, a nine-story furniture mall which opened last September and was reportedly 91.8% occupied by the end of the year. This mall exclusively sells home furnishings, building materials and furniture. The property manager is Red Star Macalline Furniture, China's most successful furniture retailer, with 66 stores throughout China, double the number of stores open in 2007.

Red Star Macalline has been successful in wealthy Chinese cities such as Shanghai (GDP per capita of $23,000); can it be successful in poorer cities such as Shenyang (GDP per capita of $9211)?

China Daily reported in March that home improvement retailers in China are facing growing challenges. French retailer Saint-Gobain recently shut down all its Shanghai stores, stating that "the individual demand for interior settings is dwindling since more housing and apartments will be sold with interior decorations. Our business, which is based on individual demand, becomes increasingly difficult." Likewise, Home Depot has closed 5 of 12 stores in China, and British home improvement chain B&Q has closed 22 stores (including Shenyang) and reduced the size of 17 stores out of a total of 63 stores in China. Perhaps the foreign retailers don't know how to compete with Chinese retailers, but a recent statement from a VP at China Building Materials Circulation Association sounds ominous: "The need for building materials is falling because people, even those needing houses to get married, are watching the property market instead of buying houses and decorating them. They expect housing prices to fall significantly."

That's the problem with the home furnishings and building materials industry -- it is dependent upon a robust housing market, and if that market were to deflate, like it did in the U.S. and U.K., the home furnishings industry would deflate, too. This would suggest that furniture malls could experience increased vacancies during the next Chinese recession, just as many furniture retailers failed during the U.S. housing bust.

Meanwhile, Standard & Poor’s cut its outlook on Chinese real estate developers to “negative” from “stable” on June 15 because of government tightening of credit markets, which may lead to further rating downgrades in the next year. The Chinese government has increased the required reserves for bank lending on commercial real estate nine times in a row.

Realistically, though, could one really put over 800 competitors together and expect all to survive? Red Star isn't a conventional mall with tenant complementarity.

Another, more fundamental question to ask is whether China is really wealthy enough to support the large number of luxury shopping malls being built at one time, considering that the median household income there is only about 10% of U.S. median household income.

The remainder of the PCRT portfolio

The even-larger, adjacent, Shenyang Longemont Shopping Mall (3.5 million square feet) is scheduled to open in the third quarter and was said to be only 51.8% pre-leased to 185 tenants at the time of publication of the prospectus. The other projects will not be fully completed until the end of 2014. PCRT also claims to have S$3 billion (Singapore dollars, worth about 81 U.S. cents) worth of purchase options for commercial sites next to the coming High Speed Rail in China.

CEO Pua Seck Guan stated, "Among all the markets that I'm familiar with, I think that China offers the most exciting and best potential. The reason being, one, today you can get real estate at a very attractive price, and you can see the yield that you can get. Therefore you can see the arbitrage of the physical market value into a capital market. “

If that statement doesn't make sense to you, you can understand why I'm skeptical, too. I would have more confidence if Mr. Pua just said, "I want to build profitable malls" rather than "I want to make a 'pure play' on Chinese retail." The latter statement resembles the talk of a gambler rather than a businessman. Bernie Madoff also liked to use the word "arbitrage."

One must also never forget that these are all leasehold properties, with ground leases expiring in 38 to 40 years, which reduces the prospects for long-term capital appreciation. This is China, remember; everything is leasehold. Yet Pua's justification for the initially below-average yield was the superior prospects for capital appreciation in this property portfolio.

The Feasibility Study

It is interesting to see how the 594-page PCRT prospectus has placed a positive spin on a February 2011 feasibility study from Urbis of Australia that presents more cause for concern, particularly about Shenyang, where three of the five properties are being developed. The IPO prospectus represents the Shenyang retail occupancy rate as 95 to 100%, but the feasibility study indicated an overall 83% occupancy rate for Shenyang shopping centers, most of which were built in the last decade. The report also mentions other competitive malls under construction in the same East Zhongjie neighborhood of the Dadong section of the city, such as:

Tianrun Plaza East Zhongjie 130,000 sq mtr Shopping Mall
Fengrui East Zhongjie 325,000 sq mtr Department Store
East Zhongjie Plaza 580,950 sq mtr Shopping Mall
Dunan Qiansheng Mall East Zhongjie 230,000 sq mtr Shopping Mall

This represents 1,265,950 square meters, or 13.6 million square feet of oncoming competitive retail space in the same part of town on top of an existing inventory of 340,000 square meters, a quadrupling of retail space in the East Zhongjie area alone, but does not mention the scope of the 4.37 million square meter (47 million square feet) Longemont Asia Pacific Centre mixed use project the PCRT properties are a part of, which also includes in its first phase the following competition:

1. The 32,000 square meter Asia-Pacific Department Store
2. The 100,000 square meter Asia-Pacific Digital Mall
3. The 25,000 square meter Regent Department Store
4. A 400,000 square meter major department store
5. A 30,000 square meter Vogue Department Store

That's 587,000 square meters (6.3 million square feet) of adjacent competitors within the Longemont Asia Pacific Centre development.

What will vacancy rates be like one year from now? Will these new malls and department stores draw away tenants from the PCRT malls?

From Savills Research and Consultancy -- The red square represents the three Shenyang projects situated in East Zhongjie.

As for local spending power, the study indicates annual retail expenditures per capita of just RMB 8926, or about $1377 USD. Is this supportive of “mid to high end retail”? There seems to be a misconception among foreign investors that most Chinese people are now affluent.

The feasibility study’s conclusion of feasibility would offend the reason of any numerate person:

"Given the expectation for continued strong economic growth and growth in personal incomes, the impact of any ‘oversupply’ is likely to be reasonably short, with the market adjusting over the following couple of years."

This would imply that a quadrupling of retail space in the neighborhood could be matched by a quadrupling of local retail spending within two years. Anyone who has completed Lesson 1 of Economics 101 would be skeptical of such a conclusion. The report lacks quantitative analysis of supply and demand, such as a forecast of local retail space absorption or vacancies, and this verbiage is similar to the positive feasibility studies done to justify failed projects in Las Vegas, Arizona and Florida.

Despite the deluge of new space being developed, the Sponsor has assumed a 1% vacancy rate for the retail malls, continued 6% annual growth in rental income and 15% annual growth in retail spending.

The Red Star Mall has opened to reported occupancy of 91.8%, but will a one-concept mall have staying power, particularly if the housing market was to recede?

As far as the talk of “yields you can see” is concerned, only the Shenyang Red Star Mall is producing income at the moment, and the malls in this trust will not be fully operational until the end of 2014. The IPO sponsor has forecasted a 5.3% yield in 2011, a tall achievement from mostly unfinished malls. The first distribution will be from the Earn-out Deed, which was taken out of the offering proceeds and is thus a return of capital and not a return on capital.

The reason for an IPO outside China

The use of an IPO on a foreign exchange to get financing is a result of the Chinese government’s crackdown on commercial real estate lending by banks. Escalating reserve requirements have hamstrung the ability of Chinese banks to lend on commercial real estate development, so developers must look outside China for financing. Somehow, sponsoring a risky real estate project on a foreign stock exchange gets taken seriously as an investment grade project.

The valuation [appraisal] report

The PCRT portfolio was valued at the equivalent of S$1,132,906,000 as of December 31, 2010, and the initial IPO was scheduled to be 1.1 billion shares priced at S$1 per share. The IPO was then postponed until June and finally fully subscribed, selling 1,121,695,000 shares at 70 cents per share (SGD), or S$785,187,000, 30% below the previously appraised value of the properties.

The S$1.1 billion valuation seems questionable, though, if it is meant to represent the current value of the intended PCRT portfolio as of December 31, 2010, as the independent valuation report does not disclose until the Appendix that the estimates of value were based on hypothetical conditions, mainly that all 5 properties were built, fully leased, and fully owned by PCRT. The only open and leased property, the Shenyang Red Star Mall, was valued at about $186 SGD psf, but the other incomplete or unbuilt properties were given similar appraised values. The incomplete Shenyang Longemont Mall was valued at S$187 psf and the incomplete Longemont Offices were valued at S$193 psf. The unbuilt Foshan mall was valued at S$205 psf and the unbuilt Chengdu mall was valued at S$156 psf. These estimates of values could not be reflective of the condition of these properties on December 31, 2010, making the valuation report misleading and inaccurate, as two of the five assets are currently just purchase options for projects that have not yet been developed.

Such a valuation report, if published in the U.S., would be considered a "misleading report" in violation of U.S. appraisal and banking laws. In the U.S., prominent disclosures of such hypothetical conditions affecting appraised value are legally required to be in the body of the valuation report; it surprises me that squeaky-clean Singapore does not require disclosure of misleading “hypothetical conditions” for a public IPO.

Moreover, the valuation report in the prospectus did not even consider that PCRT was acquiring only a 50% interest in the Shenyang properties, so they mistakenly valued the portfolio for 10.152 billion RMB (about S$1,932,000,000) and PCRT was the one to make the adjustment for 50% ownership in the prospectus.

Investors need to realize that whenever an IPO sponsor orders an independent valuation or feasibility study, that study cannot be considered truly “independent”. The only independent study investors can rely on is one they order for themselves. Sorry to say this, being a valuer [appraiser] myself, but too many valuers are paid whores.

How the sponsor benefits from the IPO

So given the risk and uncertainty, what’s in this IPO for the Sponsor? The sponsor is appointed as the “Trustee-Manager” and is compensated as follows:

1. An annual base fee of .35% of appraised value up to S$10 billion. Based on the inflated CBRE valuation of $1.1 billion, the Sponsor would be owed S$3,850,000 this year. Will the Sponsor keep hiring this same valuation firm?
2. A performance fee of 4.5% of net property income (on top of the management fee paid to the actual property manager, Red Star Macalline).
3. An annual trustee fee of .03% of appraised value, or S$330,000 this year.
4. An acquisition fee of 1.35% of the acquisition price of the properties in Shenyang and Foshan ($820,000,000 SGD), which would provide the sponsor another S$11,000,000 in compensation.
5. Development and property manager’s fees of 2% of gross revenues + 2% of net property income + .5% of net property income.
6. Leasing commissions of two months’ gross rent for newly completed or renovated buildings.
7. A divestment fee of .5% of the sale price of any real estate sold or divested.

The prospectus also indicates that PCRT's sponsor will earn S$141,800,000 in acquisition and development fees for the Chengdu Mall and S$121 million for the Foshan Mall. So development seems to be a profitable option for PCRT's Sponsor, no matter what.

The bottom line is the Sponsor is superbly compensated no matter what happens to the properties in this portfolio, much as a syndicator is (See my blog about international real estate syndications). The piece de resistance in this scheme is that the Trustee-Manager can only be removed by a 75% majority vote of the unit-holders, so desperate is the Trustee-Manager to hold on to this gravy train. This is even disclosed as a risk in the prospectus: “There may be difficulty in removing the Trustee-Manager.”

My overall opinion of PCRT is that it is bad for investors, but good for the sponsor. While advertised as a "pure play" on the Chinese retai sector, it is also a pure play on Chinese real estate development at an inauspicious time. For instance, Standard & Poors has just reduced its outlook to "negative" for Chinese real estate developers due to Government efforts to restrict bank lending to them.

My skepticism does not count for much. What does the market think?

The IPO was originally priced at S$1 per share, then 70 cents SGD per share. Trading in PCRT on the SGX started on June 9th at 65.5 cents per share, and in the two weeks since the unit price has declined to 58.5 cents per share for a market capitalization of S$656,191,525, which is 42% below "valuation".

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

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A Visit to Perennial China Retail Trust’s Assets in Shenyang, China 鹏瑞利中国零售信托

Recapping my June post on Perennial China Retail Trust (PCRT), PCRT was a recent Chinese real estate IPO on the Singapore exchange which advertised itself as the only “pure play on Chinese retail” available to Singaporean investors. It advertised “a total valuation of approximately S$1.1 billion as of December 31, 2010” based on an "independent valuation" of its five principal assets, which are two malls and an office complex situated together in Shenyang and malls in Foshan and Chengdu, but the valuation report was based on the false premise that all five properties had been completed and fully leased, when only one building, the Red Star Macalline Furniture Mall, had been completed and opened, and the malls in Foshan and Chengdu had not only not been started, but the land had not yet been acquired by PCRT at that time. In other words, the Foshan and Chengdu malls did not exist, yet they had been included in the current market valuation of this trust, as published on page 434 of the Prospectus.

In other words, the valuer had not been independent and had instead abetted the misrepresentations of the IPO sponsor. It should also be noted that the CEO/IPO sponsor receives substantial annual compensation (0.38% of appraised value) based on the independent valuation rather than the market capitalization of the outstanding shares, which is now less than half the amount of the "independent valuation" report. This is another built-in conflict of interest within PCRT.

I also questioned why the Singapore Exchange would allow PCRT to represent undeveloped properties as being fully developed and leased in their representations to the public of total asset valuation and why there were no controls on the misbehavior of supposedly “independent valuers” who are in reality the paid advocates of IPO sponsors.

PCRT initially attempted to go public in February by offering approximately 1.1 billion shares at S$1 per share but received an inadequate response. The offering was re-priced at S70 cents per share in June and was fully subscribed at that time. Since then, the market-traded share price has declined to S40 cents per share as of October 5, 2011. With 1,121,695,000 shares outstanding, this represents a loss to investors of more than S$336 million in market capitalization.

The visit to Shenyang

The location of the Shenyang properties is highly visible and accessible via the First Ring Road, and the Longemont Mall also has its own bus depot and subway rail station. This is a first-rate location.

I was disappointed to find the renamed Red Star Macalline Global Home Furniture Life Mall closed for the day at the time of my arrival at 7:15 pm. I naively assumed that it would be open late like most Chinese malls, but its official closing time is 6:30 pm; the error was mine. The closing time is the same at the other Red Star Macalline store in Shenyang.

The Longemont Shopping Mall had its opening on July 1st and is a beautiful sight to behold. The only things lacking are tenants and shoppers and western-style toilets. (Chinese "squat" toilets are simply porcelain holes in the floor. For a purposely western-style mall, this is an incongruity that I just cannot take sitting down.)

Ground floor of mall, 7:15 pm on a Friday evening

First floor of atrium

Third floor

To be fair, basement levels B1 and B2 have a hubbub of activity drawn by a major 20,000 square meter (215,000 square foot) supermarket with linkages to the city’s bus and rapid transit systems. Floors 1 through 7 were a different matter entirely, as seen in the other photos. My visit was timed between 7:15 and 8:30 pm on a Friday evening.

Basement supermarket

Many multi-level Asian malls also have their top floor or floors devoted exclusively to restaurants, and this can be one of the busiest sections of a mall in the evening. Not so here. Longemont’s 7th floor is also devoted to restaurants, plus an ice skating rink, but it appears that only half of the restaurant space has been rented out.

Seventh floor restaurant level

While I was dining on shredded dog meat in chili sauce on the 7th floor, I asked an employee why the Red Star Furniture mall was closed so early, and he was surprised to hear that it was already closed for the day, claiming that it was supposed to be open until 9 pm just like the Longemont Mall. “Not many people go there,” he also said. Nevertheless, the signs at Red Star Mall clearly indicate a 6:30 pm closing time.

Miscount of tenants at Longemont Shopping Mall

Although the PCRT web site advertises Longemont Mall as having 800 tenants, the number of open stores appears to be less than 200.

Is Longemont Shopping Mall "skating on thin ice"?

Two 56-story office towers are still under construction and show progress compared to previous photos from June. Leasing activity is not known yet.

Options on other sites next to future High Speed Chinese Rail Stations are also mentioned in the Prospectus. The July 23rd high speed train crash in Zhejiang that killed 40 and injured almost 200 revealed shoddy standards and official corruption which warranted the the arrest of the former railway minister Liu Zhijun. As a consequence, railway construction is now being delayed, with only one-third of projects still ongoing construction, while many railway construction workers complain about not being paid (more than 2000 alone at the China Railway Engineering Corporation.) What is the consequence for PCRT assets located at future high speed rail locations?

Remember, too, that all 5 properties are situated on ground leases. The Shenyang lease expires in year 2059, while the Foshan and Chengdu leases expire ten years earlier. What will happen then? The Chinese ground lease system only started in 1980, so none have expired yet, and there is no case history to learn from about when valuable malls sit on expiring ground leases.

Investors in PCRT (N9LU on the Singapore exchange) are probably quite disappointed now; those who bought at the offering price of 70 cents have seen a 43% decrease in value since June. $336 million of investor value has been lost since the first day of public trading. For those who relied on the independent valuation report, I don't know what legal recourse they have in Singapore.

One bit of encouraging news is that CEO Pua Seck Guan has finally started buying shares at recent market prices. Why didn't he buy before now?

Disclosures: None. I have no short or long position in this stock.

“RED STAR MACALLINE MALLS” in China

Red Star Macalline Mall on Shanghai's northwest side, from which I took the featured interior photos

In recent posts concerning Perennial China Retail Trust, I have referred to this unique retail mall type, a mall that specializes exclusively in furniture and home furnishings to retail end-users in an attractive, upscale setting. This mall type benefits from the virtues of agglomeration similar to the success of “auto malls” in the U.S. The object is to attract the consumer wishing to make a one-stop shopping trip in furnishing a new home.

 

This is a property type not commonly available to retail consumers in the U.S. The closest aesthetic equivalent I can think of is Chicago’s Merchandise Mart, which serves as a wholesale showroom mall restricted to buyers from major retailers. What Red Star Macalline does is eliminate the middleman.

Red Star Macalline began as a furniture manufacturer and morphed into an innovator in the sales of home furnishings and design services within a retail mall concept, switching from being a tenant to being a landlord. Founded in the 1980s, Red Star Macalline opened its first malls in 1991 in and sales took off, crowding out the furniture retailing efforts of western furniture vendors not sufficiently attuned to the furniture shopping habits of Chinese consumers. At last count, there are now 100 Red Star Macalline Malls in China.

At a Red Star Macalline Mall, home furnishings shoppers can haggle with individual merchants and also arrange turn-key design services. This is a consumer behavior that Home Depot and La Maison were not sufficiently accustomed to, having had to close many stores in China, but Ikea keeps persevering, even building its own store adjacent to the Pudong Red Star Macalline mall, easily seen during the taxi ride into Shanghai from the airport.

Mona Lisa bedroom set. "Faux Baroque" is said to be the preferred interior decor for China's nouveau riche.

Still, such a duplicative and complementary unit mix is somewhat risky at a time when the Chinese government has been putting the brakes on home lending. Less homes sold means less furnishings sold, and the recent shareholders’ report from PCRT confirms that Shenyang Longemont Red Star Macalline Mall has had its occupancy slip from 92% to 56% for that very stated reason. Existing tenants will be consolidated in one part of the mall while a broader array of tenants will be solicited for the remainder of the mall in Shenyang.

While the Chinese government does not publish data on household incomes, the closest figure it uses to compare city wealth is GDP per capita. Shanghai leads the mainland (excluding Hong Kong, Macau and Mongolia) with $20,000 annual GDP per capita, while Shenyang has less than half, last reported as $9244 per capita.

Sofa alone is priced at over 16,000 RMB ($2500 USD)

The recent slowdown in U.S. housing had severe consequences for the home furnishings industry, with the bankruptcy of such major furniture brands as Levitz and Wickes. While the housing sales slowdown in China is government policy-induced rather than credit-induced, there may be the hope of a quicker turnaround in furniture sales if the government policy is reversed (loosening restrictions on financing and homebuying by investors and “migrants”). In the mean time, China Central Television reported that sales at some home furnishing malls in Beijing decreased by more than 30 percent year-on-year in early 2012. Some small companies were forced out of business.

Side note on the just-published PCRT shareholders’ report for the upcoming meeting

PCRT has been slightly more forthright recently in reporting “independent valuation” results, mentioning this time (in footnotes) that the CBRE valuation is actually based on the assumption that all properties are completed and fully leased. CBRE has even raised its valuation this time. But with Shenyang Red Star’s occupancy slipping so badly, what purpose does such a hypothetical valuation serve other than to mislead shareholders? Would Warren Buffett report to shareholders in such a manner? What is the main purpose of an “independent valuation” other than to be independent and uninfluenced by the very managers whose compensation will be determined by the valuation itself, as disclosed in the IPO?

More on Shanghai soon

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NEW SOUTH CHINA MALL: WORLD’S LARGEST FAILED MALL 新华南

All photos were taken at about 1 pm on a Wednesday afternoon on a sunny day in May.

Having been an appraiser of distressed malls since 1984, I considered New South China Mall to be the Mount Everest of distressed malls. I finally got to visit this mall on May 11, 2011.

Completed in 2005, it is the world’s largest mall with leasable area of 7.1 million square feet, gross building area of 9.6 million square feet, space for 2350 stores, and a 99.5% vacancy rate.

What makes New South China Mall unique is that it has been mostly vacant in its 6 years since completion, and an inspection of the premises indicates that most of the few tenants this mall started with are now out of business. Press releases from the mall indicated that the mall had pre-leasing commitments from 1016 stores and opened with 386 stores.

New South China Mall was developed by an instant noodle billionaire, Hu Guirong, and financed with a billion-yuan loan ($154 million) from the Agricultural Bank of China, which was previously one of the Chinese government's "policy banks", banks that previously made loans based on government policy rather than on economic soundness. This was Mr. Hu's first retail development project, and perhaps he thought that once he had mastered instant noodles that he could master anything.

The mall's feasibility was supported by a study from the SMR Group in Guangzhou, which forecast 203,973 customer visits per day based on the reasoning that building the largest mall in Guandong Province would attract shoppers from as far away as Guangzhou and Shenzhen. This is analogous to building the world's largest mall in Newark, New Jersey, and expecting shoppers to come from New York and Philadelphia.

While I'm not sure if Chinese market research firms have the requisite skills to perform such a study, most feasibility studies, whether in China or the U.S., are typically ordered by developers to justify an over-reaching project and are thus not designed to be objective, any way. (Most lenders are too cheap to order feasibility studies and assume, to their detriment, that the appraiser they hire will automatically determine feasibility for them.)

The Founder Group, a high-tech company created by Beijing University, recently acquired a 50% interest in this property.

People in photo are a janitor and a security guard

Here are some of the factors that have led to the mall's failure:

Demographics

The mall is situated in the city of Dongguan, 50 km south of Guangzhou and 90 km north of Shenzhen. There is no doubt that the Guangdong Province of China has experienced a population explosion, with the cities of Guangzhou, Dongguan and Shenzhen having a combined population of over 25 million residents.

Dongguan is a sprawling industrial city of 7 million residents and about 900 square miles of incorporated area, more than twice that of Los Angeles. Dongguan does not match the affluence of the cities of Shenzhen and Guangzhou, though. If Shenzhen and Guangzhou were New York and Philadelphia, for example, Dongguan would be Newark, comparing cities based on personal wealth. Annual GDP per capita is $13,750 in Guangzhou, $14,245 in Shenzhen, but only $8187 for Dongguan. Similar to Newark, too, is its reputation for a high crime rate compared to its neighbors.

Of Dongguan’s 7 million residents, 5.2 million are classified by the Government as “permanent migrants”, most of who are young women who have come from rural areas to work in factories – not the sort to hop into a BMW to search for a Louis Vuitton purse at the mall. Most do not have cars. It is estimated that 75% of these migrant workers earns less than $200 per month, and some of that is sent home to even poorer relatives.

Furthermore, the mall is located in the less affluent Wanjiang district of the city, where the factories seem to be low-tech, manufacturing things like cabinets and display shelves and using mostly unskilled labor. (This area was described as farmland at the beginning of the mall's construction in 2002 but is now a fully urbanized area.) Unlike typical U.S. urban form with dying central cities and middle class flight to the suburbs, China's urban central business districts are thriving centers of commerce, and suburbs are for factories and low income housing.

Also complicating mall feasibility is the generally low level of household income in China, estimated to range from one-tenth to one-sixth of U.S. household income (and not officially measured), and the Chinese are known as being savers, too. Too much attention has been spent on the relatively small class of nouveau riche known for its conspicuous consumption. (See my blog post on Macau.) Western-style malls are a recent arrival in China, and seem to work better in the wealthiest cities, such as Shanghai, than second-tier cities like Dongguan.

Despite Dongguan’s recent growth, there are now widespread reports that factory workers are leaving for better paying jobs in Shanghai and other high-value manufacturing cities.

"Strength-accumulating quietness"

Accessibility

Super-regional malls are dependent upon freeway accessibility. For instance, the 520-store Mall of America in Bloomington, Minnesota, is located near the junction of Interstate 494 and Minnesota State Highway 77. The 800-store West Edmonton Mall in Edmonton, Alberta, is located near the junction of the 2 and 216 freeways in Edmonton.

On the other hand, the highways leading to the New South China mall are tollways owned by Dongguan Development Company Ltd (not the government), with tolls ranging from 17 to 25 yuan (about $2.60 to $3.85 -- customary tolls for New York City drivers, but not for underpaid Chinese workers).

There seems to be a lack of convenient public transportation to the mall, too, considering that the mall is not in a central location and Dongguan itself is a sprawling city that has grown without the benefit of rational urban planning. Dongguan has grown without urban planning from 28 factory towns that ultimately grew into each other. With an area of 2500 square kilometers, most Dongguan residents would need to take multiple bus rides to get to the mall.

There is also an inter-city bus station with an entrance approximately one km west of the mall's entrance, but no easy pedestrian access to the mall. Even then, inter-city bus fares are typically more than $15, once again too expensive for the average area resident.

To get to the mall, I took a train from Shenzhen to central Dongguan and then took a 55-km cab ride the rest of the way, having to also pay for the cab driver's 98 yuan in tolls (about $15) for the 110 km round trip. The drivers at the taxi stand all knew about the mall, yet my driver could not find the mall when on the same street and had to call the mall several times before the phone was answered. When a local taxi driver cannot find a mall that has been the world’s largest for the last 6 years, that mall is indeed in trouble.

Visibility

The mall site is mostly obscured from the main road by its high building profile (4 stories) and minimal signage. The cab driver and I almost passed the mall before realizing we had reached our destination, as the entrance, as seen in the satellite photo, is only about 100 yards wide. The only leased spaces were the ones visible from the main road through this 100-yard aperture.

No anchor tenants

There is no department store currently anchoring this mall, but the official mall web site states that the mall was originally supposed to be anchored by 1) a Causeway Bay department store of more than 400,000 square feet and 2) a KFC (?!). Other intended anchor tenants were OMOMO out of Hong Kong, OBI out of Germany, and Sundan Electronics. I do not know if these other stores ever opened.

In keeping with the mega-mall concepts of the Mall of America and the West Edmonton Mall, New South China Mall is situated around a miniature amusement park with children’s rides and canals with gondolas, like the Venetian in Las Vegas. At the time of my visit at 1 pm on a Wednesday afternoon, there were no shoppers, but several dozen school children in the amusement park. Out of about a dozen tenants, the three tenants doing business at that time were McDonald's, KFC, and Kungfu (a Chinese fast food restaurant with Bruce Lee as its emblem), all visible from the street and also patronized by amusement park patrons.

The theme park concept was said to be inspired by the success of the Window of the World theme park in Shenzhen, but Window of the World is almost 20 years old and was the original theme park in Guangdong province, which now has 40 theme parks, 12 of which were bankrupt as of 2007.

Hark! A customer approaches McDonald's, the mall's leading tenant.

Other Functional Problems

I found it odd that there were no mall maps to be found in the world's largest mall. Any other Western mall one-twentieth its size would have maps.

I was also surprised to find myself trapped inside the mall, too, when trying to exit to the interior courtyard/theme park, which means that the shops are conversely just as inaccessible from the theme park. There are too few entrances to the enclosed shopping area. There were no shoppers or open stores in the enclosed areas I visited, and the entrance to the McDonalds was closed from the interior of the mall.

The design team for New South China Mall visited more than 100 malls worldwide to collect the best design ideas, but they apparently focused only on aesthetics and not on functionality or accessibility. It is an attractive setting, with re-creations of seven different parts of the world, such as Rome, Paris, and Amsterdam, but little thought was made to how customers would find the mall or move around in it once they got there. There is a replica of L'Arc de Triomphe, though.

Retail competition

Having previously lived in America’s most Chinese city for several years (Monterey Park, California – 56% Chinese) and traveled to many Chinese destinations, I have never known a Chinese community to be under-retailed (having a lack of stores); theirs is an entrepreneurial culture. The SMR Group's feasibility study assumed the trade area to be the entire Pearl River Delta (including the larger and wealthier cities of Guangzhou, Shenzhen and Hong Kong), assuming that building the world's largest mall would effective draw away customers from the 15 other super-regional malls (more than 1 million square feet) that were built in Guangzhou and Shenzhen between 2001 and 2003, most of which also suffer from high vacancies. Could New South China Mall be way more retail space than Dongguan needs?

The failure of New South China Mall is also symbolic of a fundamental disconnect between mall development and actual income levels throughout China as empty luxury shopping malls start cluttering the nation. Household incomes are still well below those of more developed Asian states such as Singapore, Hong Kong, Taiwan, Japan and South Korea. The recent decade of mega-mall development in China reflects a naive hubris that presumes that the biggest mall will therefore attract the most shoppers.

PS: For hilarious hyperbole and misuse of the English language, be sure to visit the mall's English language web site www.southchinamall.com.cn/english. The mall is described as "a pacemaker" (perhaps meaning "pace-setter", a pacemaker being the little machine that keeps Dick Cheney's heart from stopping), and "a grand symphonic epic with high tone of traditional wealth revolution, investment revolution, consumption revolution and leading commercial trend of the time and vogue life style",..."highly hailed by experts, scholars, authoritative media and the society, as an international commercial empire". It even discloses that some Chinese economists were initially skeptical of the feasibility of the mall, but now "South China Mall has demonstrated its elegancy and glory, and is bound to be a miracle of commercial history." That was written a while ago. Now the mall is experiencing "strength-accumulating quietness" as the mall president, Kun Liu, has announced another 200,000 square meters (2,150,000 square feet) to be developed in an effort to somehow finally give the mall the critical mass it needs to compete against smaller malls (his opinion, not mine).

Related posts:

http://www.internationalappraiser.com/2011/06/perennial-china-retail-trust-ipo.html

http://www.internationalappraiser.com/search?q=shenyang
http://www.internationalappraiser.com/2012/04/red-star-macalline-malls-in-china.html

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Mainland China Property REITs to Multiply

Boundary between Hong Kong, on left, and Shenzhen, China, on right, photographed from Ramada Hotel
 

I’ve just returned from a recent trip to China, where financial deregulation continues onward. The week I arrived, the Chinese government approved a figurative “Through Train” that links the Shanghai and Hong Kong stock exchanges. And the first two days saw a massive transfer of capital from Hong Kong to Shanghai, with little capital flowing in the reverse direction. Part of the reason is because Mainland China is still perceived as the place where the growth opportunities are, and the Chinese Yuan currency has steadily appreciated relative to the Hong Kong Dollar, which is statutorily fixed to the U.S. dollar. The continuing trade imbalance between China and the U.S. continues to propel the Chinese Yuan slowly higher relative to the Dollar.

In this continuing Chinese financial deregulation, international real estate investors should take note of the proposal to organize mainland Chinese properties into REITs to be traded starting next year on the Shanghai exchange, with assets of these REITs estimated to top $6 trillion by 2020. This is an effort to support “the ailing Chinese property industry”. The Chinese government is also admitting a slowing of the economy as they announce reductions in taxes in order to stimulate business.

But if what ails the Chinese property industry is overbuilding, attracting more investors does not solve the fundamental problems of the industry, which is in need of more tenants, not more investors. More investors just pushes asset prices upward without improving net operating income, thus driving yields down, such as in Shanghai, where current yields were once over 7% but are now less than 5%.

Such compression of yields gives the appearance of improving real estate markets even when fundamentals are not keeping pace. For instance, I blogged last year about a portfolio of southern California industrial and retail properties I monitored over 11 years and found an average decline of 17% in net operating income but and average value appreciation of 28% in the same time period.

It remains to be seen how today’s investors will react to the new possibilities of investing in Chinese REITs. Such REITs often offer the prospects of instant dividends by the use of earn-out arrangements funded in IPOs, which serve as a return of capital rather than as a return on capital. Perennial China Retail Trust is an example, initially stumbling badly in the Shenyang market before finishing more successful projects in Chengdu and Foshan. Initial investors who bought at the 70-cent IPO price saw the stock price plummet to 40 cents before recovering to today’s 54 cents per share. Those buyers at 40 cents, including some insiders, still received dividends from the earn-outs funded in the IPO and profited enormously with the earn-out dividends and partial recovery in the stock price. Buyers will need to scrutinize prospectuses for actual net operating income sufficient to fund the advertised dividends.

Meanwhile, a recent Cushman & Wakefield report shed light on where Mainland real estate capital is headed -- out of the country, to "mature markets", with the U.S. being the favorite destination and United Kingdom in second place, and Hong Kong and Singapore as the preferred destinations for real estate investments in Asia.

The Reasons Behind the Overbuilding of Luxury Retail Malls in China

Some readers may have mistakenly ascribed a political agenda to my postings about Chinese real estate. My views on commercial real estate are nonpartisan and non-ideological.

To those who think that I have been poking fun at “The Communists” or the Chinese government, I point out that the fiascos I've reported have been capitalistic decisions of private owners and investors which happen to have occurred on Chinese soil. (Only one, New South China Mall, had some government involvement, as it was financed by the Agricultural Bank of China, which was State-owned at the time of funding nine years ago.)

I even disagree with the notion that the People’s Republic of China is a communist society. During my trips to the PRC I’ve met many Chinese people, none who have ever expressed the sentiment that he or she wanted to create a classless, utopian society that benefited “The People” rather than themselves. Most just tell me “I want to be rich”. If I ask for an opinion of Chairman Mao, I generally get a strange look which implicitly asks “What century are you living in?”

As part of enforced “general education” requirements as an undergraduate at the University of Chicago, I was required to read The Communist Manifesto and The Russian Revolution (strictly in the context of critical inquiry), and neither Karl Marx nor Lenin ever stated that “The People shall have an Omega watch store every four blocks.” or "From each, according to his abilities; to each, a Gucci handbag." Overbuilding is not a Marxist concept, but Marx did explain in Das Kapital that overproduction is part of the natural outcome of a capitalistic society.

Karl Marx has probably caused more human suffering than any other philosopher who ever lived, but his criticism of capitalism was often insightful. He explained that technological advances increase labor productivity, which increases material wealth in the ruling classes while diminishing wages of workers, creating “poverty in the midst of plenty” manifested by overproduction and underconsumption. That may just be what is ailing China at the moment, as Chinese consumer spending as a proportion of GDP has been declining for the last half century in China.

Article in October issue of Shopping Centers Today

Next month’s issue of Shopping Centers Today (the house publication of the International Council of Shopping Centers) quotes me among other analysts in an article entitled “Many shiny new malls in Asia are devoid of tenants and shoppers”. Curt Hazlett reports many new but empty luxury malls in both China and India. There are various reasons cited, chiefly lack of experience and market analysis by the actual developers, who are private entrepreneurs.

This misallocation of resources is now being discouraged by the Chinese government. Recently, the Chinese Banking Regulatory Commission has been trying to proactively engineer a soft landing to a real estate bubble through stricter bank regulations. Reckless Chinese developers now find themselves unable to get Chinese bank loans for ill-conceived projects. The People’s Bank of China reports, for instance, that new lending to property developers declined to 42 billion yuan ($6.56 billion USD) in the second quarter of 2011, down 75% from 168 billion yuan in the first quarter. I have also seen similar policies put in place by the elected governments of Singapore and Hong Kong.

Real estate developers the world over are like heroin addicts, constantly seeking financing, and Chinese developers are no exception. If you give enough money to a developer, he will develop, because that is his raison d’etre. Chinese developers have found two alternate sources of funding after the shutting off of the Chinese banking spigot: private trust companies within China, which funnel investments from wealthy individuals and companies, and REITs created on foreign stock exchanges. The Chinese government is now cracking down on trust company lending, too.

So what is currently causing the continued overbuilding of luxury malls in China? In short, it is foreign investment. The “Chinese economic miracle” has been oversold to naïve foreign investors by self-serving capitalists. If the focus is on wealthy Chinese, most of their shopping is done outside the country, particularly in Hong Kong, in order to escape the VAT, the customs duty tax and the consumption tax, together adding up to as high as 60% on imported goods. That is why all the Hong Kong malls are full.

This last year has shown that it is easier to finance grandiose Chinese commercial real estate development schemes with equity offerings on foreign exchanges than with Chinese lenders. These equity investors (shareholders) have often been suckered because the "Chinese economic miracle" story has been so compelling and the IPO sponsors have been less than forthright. The logic that Chinese GDP growth is causing equivalent growth in consumer demand is contradicted by actual statistics: Per ISI Emerging Markets Inc., who maintains the CEIC China Premium Database, Chinese consumer spending as a proportion of GDP has now hit an all-time low of 34% and predicted to decline for two more years after being about 45% one decade ago and about 50% two decades ago, not quite the "consumption revolution" crowed about on empty New South China Mall's web site.

Walking through empty retail malls in Dongguan, Beijing and Shenyang, I was struck by the high prices on the merchandise offered. The median household income for Class-1 and Class-2 cities is estimated to be about $5700 per year, about 12% of the U.S. median, which is not conducive to a Gucci lifestyle. (The Chinese national average is about $3300 per year.) Wealthy Chinese, however, have the ability to travel and shop outside the country, where they find lower prices on luxury items, whether in Hong Kong, Singapore, Beverly Hills, or Vancouver. (Hong Kong attracts many Chinese shoppers due to the lack of a sales or value-added tax.) That narrows down the universe who have the resources and desire to buy their luxury goods domestically.

Recruiting foreign investors

Foreign investors may have misconceptions about Chinese shoppers based on the Chinese shoppers who travel to their own countries. These shoppers represent the affluent class of China, which is small in proportion to the total population. Mall investment sponsors have been capitalizing on this misconception.

Foreign investors are easier to take advantage of than Chinese investors due to their lack of legal recourse when they are cheated. Law enforcement can be heavy-handed within China. For instance, while I was staying in Shenzhen, the former mayor had just been convicted of corruption and sentenced to death. Executives of a company committing fraud on the Shenzhen or Shanghai stock exchanges are subject to severe criminal penalties, particularly if they cheat the government. Not so if the company is listed on a foreign exchange, such as Hong Kong, Singapore, New York or Toronto.

From GAAP to CRAAP

Just as U.S. securities laws are not extra-territorial, neither are Chinese securities laws. China does not have GAAP (Generally Accepted Accounting Principles), so the rules governing accounting are different; Chinese accounting policy has been nicknamed CRAAP (Chinese Regularly Accepted Accounting Policy) by hedge fund manager Jim Chanos.

The Chinese economic miracle has been a 30-year growth trajectory that has averaged annual GDP growth of 10% per year (according to the government) and created 115 billionaires as of the last Forbes count. Just remember, though, that the building of empty malls and office buildings is part of that GDP growth.

Chinese consumer spending has failed to keep pace, too, as Chinese household income, is less than 10% of U.S. household income. This is what Marx predicted would happen to capitalist societies, that workers would end up being financially unable to buy the very products they were producing. The empty luxury malls are evidence of that.