浑水-CPI房地产集团美国（CPIPGR）第2部分：过高估价资产、过度占用（英）-2024.1

CPI

PropertyGroup

S.A.

(CPIPGR)Part

2:

Overvalued

Assets,

Overstated

OccupancyJanuary

22,

2024MUDDY

WATERS

RESEARCH1DisclaimerYou

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asof

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publication

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Muddy

Waters

Related

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aposition

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consistent

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in

oneor

more

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securities

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aderivative

thereto,

and

therefore

will

likelyrealizesignificant

gains

in

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the

pricesof

eitherequity

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securitiesofaCovered

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ecurities

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ion.

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year

after

theoccurrence

of

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that

gaverise

to

such

claim

or

cause

of

action,

o

r

such

claim

or

cause

of

action

be

forever

barred.MUDDY

WATERS

RESEARCH2CPI

PG's

Berlin

Office

Portfolio

Valuation

Seems

to

Defy

M

arketRealitiesBelow:

Valuation

Gains

at

CPI

PG's

Top9

Berlin

Properties

vs.VDP

3Q23

German

Office

Property

Price

Index1,2Note

that

we

use

the

To

p

Nine

because

CPI

PGconsistently

presented

nine

properties

from

2018

–onward.

Note

also

that

Helmholtzstraße

andFranklinstraße

(also

among

Top

5,

cover)

added14,000

sqm

during

this

period,

representingan

increase

of

only

6.5%

of

the

GLA

for

the

To

p

5and

3.6%

for

the

To

p

9.

These

appear

to

rent

at

apremium

to

the

existing

square

meterage

in

thesebuildings.

However,

we

believe

the

overall

valuationgains

taken

during

this

period

are

well

in

excess

ofrealistic

views

of

the

market

for

its

properties.1

“vdp

Property

Pric

e

Index

2003

-

Q3.2023,

time

series

(XLSX);

Büro

(office

buildings)”

https://www.pfandbrief.de/site/en/vdp/real_estate/financing_and_market/vdp-property-price-index.html?utm_campaign=website&utm_medium=email&utm_source=#“

vdpResearch

regularlypublishes

transaction-based

rentand

price

indices

on

the

developmentof

thereal

estate

markets

in

Germany.Fifteensub-indices

are

compiled

everyquarter,which

reflect

themostimportantsegments

of

theGerman

real

estate

market.It

is

based

on

transaction

data

(actual

purchase

prices

and

rents)

supplied

byover

700

banks

in

theGerman

financial

sector

for

their

real

estate

financing

business.This

provides

timelyand

reliable

marketinformation.”2

CPI

PG

ManagementReport2018,Pg.

37

and

ManagementReport1H

2023,

p.

20.MUDDY

WATERS

RESEARCH3CPI

Property

Group

S.A.Muddy

Waters

is

short

the

credit

of

CPI

Property

Group

("CPI

PG").

As

shown

on

the

preceding

slide,

CPI

PG's

Berlinoffice

portfolio

appears

significantly

overvalued

based

on

the

divergence

in

its

valuation

from

overall

German

markettrends.

This

Part

2

addresses

CPI

PG's

valuations

of

its

purported

€19.2

billion

investment

properties

and

hotels

issignificantly

inflated.

We

show

that

CPI

PG

seems

to

significantly

inflate

the

reported

vacancy

rates

in

its

Prague

andWarsaw

office

portfolios,

which

s

eemingly

is

used

to

justify

inflated

asset

values.

To

illustrate

the

brazenness

of

CPI

PG'svaluation

results

and

techniques,

this

report

focuses

on

four

granular

examples

of

properties

that

CPI

PG

carries

at

acombined

value

of

€627

mi

lli

on.As

illustrated

by

the

preceding

slide

on

the

Berlin

portfolio,

we

believe

the

overvaluation

issues

are

far

more

pervasivethan

just

these

properties.

We

selected

these

properties

because

assessing

whether,

and

to

what

extent,

they

areovervalued

is

significantly

less

subjective

than

with

most

of

the

rest

of

the

portfolio.

Three

ofthese

properties

are

landthat

was

undeveloped

at

the

time

CPI

PG

took

s

eemingly

egregious

gains.

Additionally,

one

building

in

Berlin

forwhichCPI

PG

has

doubled

the

carrying

value

stands

out

as

an

obvious

overstatement

because

the

capex

CPI

PG

has

investedpales

in

comparison.We

also

showthat

CPI

PG

seems

to

significantly

mislead

investors

about

the

states

of

its

Prague

and

Warsawoccupancy

levels.

Prague

and

Warsaw

purportedly

have

the

highest

and

third

highest

occupancy

levels

in

its

officeportfolios.

These

apparent

overstatements

i

mply

that

the

valuations

for

properties

inthese

markets

(€2.8

billion)

areinflated.14

CPI

PG

H1

2023

ManagementReport,Pg.

16.MUDDY

WATERS

RESEARCH4Reuchlinstraße

10-11:Too

Valuable

to

Be

True?CPI

Ver

y

Questionably

Doubled

the

Valu

ation

of

a

Poorly

Maintained

OfficeComplex

in

Under

Four

Year

s

to

€199MillionMUDDY

WATERS

RESEARCH5Reuchlinstraße

10-11

OverviewCPI

PG

seems

tohave

taken

obvious

i

mproper

fair

value

gains

onatleast

one

officeproperty

in

its

Berlin

portfolio.

Several

other

German

properties’

valuations

alsoproduced

red

flags

associated

with

their

condition,

vacancies,

and/or

aggressivetiming

ofnew

gains

and

lack

ofnegative

adjustments

as

the

property

market

cools;however,

assessing

overvaluations

onthese

is

more

subjective

in

our

view.Below:

From

CPI

P

G’s

1H2023

Interim

ReportAt

Reuchlinstraße

10-11

,we

identify

~€87

mi

lli

on,

or

~84%oftheproperty's

valuation

gains

recent,

as

s

eemingly

unjustified.

We

arrive

atthis

figureafter

deducting

reasonable

local

gains

from

the

total

valuation

gain

over

the

sameperiod.Reuchlinstraße

10-11

nearly

doubled

in

reported

value

between

June

2018

andDecember

2021;however,

we

find

no

plausible

explanation

forthe

dramatic

increasein

value.

Our

investigators

found

the

c

omplex

in

a

stateof

disrepair,

i

mply

i

ng

that

ishas

not

even

been

maintained

properly,

let

alone

improved.

No

ta

bly,

there

has

beenno

expansion

of

gross

lettable

area.1As

shown

supra,

while

German

office

property

valuations

have

declined

-10%sincemi

d-2022,

CPI

PG’s

Berlin

office

valuations

remain

unchanged.

Reuchlinstraße

10-11

seems

tobe

a

pri

me

example

ofhow

CPI

PG

manipulates

its

Berlin

officeportfolio

valuations.MUDDY

WATERS

RESEARCH6Reuchlinstraße

10-11:We

sent

an

investigator

to

examine

the

Reuchlinstraße

10-11

site

to

determine

the

state

ofthe

complex.

The

investigator

found

“occupancy

[apparently]

limited

with

substantial

areasvacant.

Moreover,

as

shown

in

some

of

the

images

below,

the

condition

ofthe

building

is

pooror

even

derelict

in

many

areas.”MUDDY

WATERS

RESEARCH7Reuchlinstraße

10-11:Sitevisit

findings

also

impliedlittle

deployment

of

refurbishment

or

maintenance

capex,

withgraffitiand

brokenwindows

left

unaddressed

by

Reuchlinstraße

10-11'

s

management.MUDDY

WATERS

RESEARCH8Reuchlinstraße

10-11:

To

o

Valuable

to

Be

True?In

June

2018,

Reuchlinstraße

10-11

had

areportedportfolio

property

value(PP

value)

of

€103

million.1By

YE

2022,

Reuchlinstraße

10-11’s

PP

valueincreased

to

€199

million—93.2%

more.2What

about

the

building

changed?Apparently,

nothing.Reuchlinstraße

visibly

shows

insufficient

maintenancewhile

its

GLA

has

remained49,000.41

CPI

PG

ManagementReport1H

2018,Pg.

512

CPI

PG

ManagementReport1H

2023,Pg.

20.3

PP

valueappears

to

match

theIFRS

carryingvalue.

Prior

to2017,

CPI

reported

its

segments

at

the

carryingvalues

.

From

2017on,

this

changed

to

PP

value,

and

comparisons

of

the

2016

carryingvaluecloselymatch

the2017

reporting

of

FY2016’s

PP

value.

PP

Valueis

defined

simplyas

“the

sum

ofProperty

Portfolio

owned

by

theGroup”,

where

“Property

Portfolio

covers

all

properties

and

investees

held

bythe

Group,

independentofthebalance

sheetclassification,from

which

the

Groupincurs

rental

or

other

operating

income.CPIPG’s

PP

valueis

especiallyrelevant

as

it

is

used

to

measure

Net

LTV.”

PP

Valueis

used

in

theNet

Loan-to-Value

metric.4

CPI

PG

ManagementReport1H

2018,Pg.

51,

ManagementReport1H

2023,Pg.

20.MUDDY

WATERS

RESEARCH9Prague

&

Warsaw

Office

VacanciesCPI

Seemingly

Materially

Exagger

ates

the

Occupancy

Rates

of

its

Prague

&Warsaw

Office

—

These

Properties

Supposedly

Have

the

Highest

OccupancyRates

in

its

Entire

Office

Portfolio.

The

Inflated

Occupancy

Rates

Likely

JustifyInflated

Asset

Valuations.MUDDY

WATERS

RESEARCH10Prague

&Warsaw

Office

Vacancies

—

OverviewListings

at

Key

Properties

Indicate

Vacancies

over

2x

Higher

Than

ReportedAccording

to

CPI

PG,Prague

has

the

highest

occupancy

in

its

office

portfolio.

CPI

PG

reports

portfolio-leading

highoccupancy

of93.7%

(6.3%

vacancy),with

tenants

extending

leases

and

occupancy

increasing

YoY.1.

But

realtor

listingsin

Prague

advertise

space

for

lease

at

its

key

buildings

total

~14.3%

of

total

GLA—or

~126%

higher

than

the

expectedlevels

of6.3%

based

on

CPI

PG

reported

data.Warsaw

supposedly

has

the

thirdhighest

occupancy

at93.0%

(7.0%vacancy),but

realtor

listings

advertise

space

forlease

at

its

key

buildings

totaling

~14.0%

of

total

GLA—

double

the

expected

level.1

CPI

PG

2023

Interim

ManagementReport,Pg.

17,

26.MUDDY

WATERS

RESEARCH11Prague

Office

Vacancies

–

Key

Prague

Office

Properties11

CPI

PG

2023

Interim

ManagementReport,Pg.

27.

Dataon

space

advertised

from

local

real

estate

agents

in

November

2023

added

in

red.MUDDY

WATERS

RESEARCH12Prague

Office

Vacancies

—

CalculationsListings

atCPI

PG’s

key

Pragueoffice

properties

account

for

73%and78%of

the

Prague

office

GLA

and

PPvalue,

respectively.CPI

PG

-

Key

Office

Propertiesin

PragueReported

PPValue(Eur

mm)Nov

2023AdvertisedVacancyNov

2023AdvertisedVacancy

%ReportedGLAKeyOffice

BuildingsNa

Prikopě1417,00017,00022,00022,00026,00029,00014,00019,00022,00019,00023,000230,000317,000€

100€

127€

875783643.4%2.1%QuadrioListings

by

Colliers1

and

CBRE2

forthese

properties

in

Nov

ember

2023indicate

significant

vacancies

of~14.3%

across

its

key

building,

or~128%

higher

than

those

reported

inCPI's

2023

Interim

ManagementReport.Bubenska

1Tokovo1,89212,0004,8473,3581,0781,7404,5781,1121,25432,8018.6%€

4054.5%18.6%11.6%7.7%myhive

Palmovka€

81City

West

(Siemensova)€

79ZlatýAndel€

50myhive

Pankrac

House€

469.2%Palác

Archa€

7220.8%5.9%Meteor

CentreOffice

Park€

57Luxembourg

Plaza€

755.5%We

believe

the

realtorlistings

moreaccurately

reflect

current

and

near-term

office

occupancy

levels

inPrague,

which

CPI

appears

tooverstate

significantly.Sub-total-

Key

Office

Building

Vacancies

(Realtor

Listings)CPI

stated

Prague

office

occupancy

-

1H

2023CPI

stated

Prague

office

vacancy

-

1H

2023€

814€

1,02114.3%93.7%6.3%Difference

-

Vacancy

at

Key

Office

Buildingsvs.

Reported

Vacancy

for

SegementSources:

CPI

PG

1H

2023

Management

Report,

Pp.

17,

27126%Vacancy

information

calculated

from

advertised

office

space

for

lease

at

Colliers

&

CBRE

Czech

websites1

pertymaps.cz/en/kancelare/prague2

https://www.cbreproperties.cz/en/MUDDY

WATERS

RESEARCH13Warsaw

Office

Vacancies

–

Key

Warsaw

Office

Properties11

CPI

PG

2023

Interim

ManagementReport,Pg.

17,

25.

Dataon

space

advertised

from

local

real

estate

agents

in

November

2023

added

in

red.MUDDY

WATERS

RESEARCH14Warsaw

Office

Vacancies

—

CalculationsListings

atCPI

PG’s

key

Warsawoffice

properties

account

for

75%and

85%ofthe

Prague

office

GLAand

PPvalue,

respectively.CPI

PG

-

Key

Office

Properties

in

WarsawReported

PPValueNov

2023AdvertisedVacancyNov

2023AdvertisedVacancy

%KeyOffice

BuildingsReported

GLA(Eur

mm)Eurocentrum85,00023,00021,0009,000€

252€

626,9182068.1%0.9%Equator

IIListings

by

JLL,

Cus

hma

n

&Wakefield,

and

Savill’s

Polandwebsites

for

these

properties

inNov

ember

2023indicate

significantvacancies

of

~14%

across

its

keybuilding,

or

twicethat

reported

inCPI's

2023

Interim

ManagementReport.Equator

IV€

604,82685623.0%9.5%Concept

TowerGreen

CornerAtrium

CentrumAtrium

Plaza€

2715,00018,00015,00050,00036,00022,00073,00035,00021,000423,000563,000€

532,13610214.2%0.6%€

55€

453,74312,9526,2972,3597,05411,76614325.0%25.9%17.5%10.7%9.7%Warsaw

FinancialCenter€

281€

95Chałubinśkiego

8myhive

IO-1€

56myhiveWarsaw

Spire€

392€

77myhivePark

Postępu33.6%0.7%myhive

Nimbus€

53We

believe

these

realtor

listingsreflect

current

and

near-term

officeoccupancy

levels

inWarsaw

whichare

significantly

lower

than

whatCPI

PG

reports

tobondholders.Sub-total-

Key

Office

Building

Vacancies

(Realtor

Listings)CPI

stated

Warsawoffice

occupancy

-

1H

2023CPI

stated

Warsaw

office

vacancy

-

1H

2023€

1,508€

1,78159,35814.0%93.0%7.0%100%Difference

-

Vacancy

at

Key

Office

Buildingsvs.

Reported

Vacancy

forSegementSources:

CPI

PG

1H

2023

Management

Report,

Pp.

17,

25Vacancy

information

calculated

from

advertised

office

space

for

lease

at

JJL,

Cushman

&

Wakefield,

and

Savills's

Poland

websites,

etc.1

Reference

listing

websites:

https://www.officefinder.pl/offices-for-rent.html

,

https://www.remobile.pl/en

,

https://en.savills.pl/

,

,

https://finne.pl/en

,

https://www.officelist.pl/en

,

etc.MUDDY

WATERS

RESEARCH15Berlin’s

Vacancy

IssuesGSG

shows

Aqua-Höfe

Berlin

is

also

38%VacantCPI

PG’s

largest

office

market,

Berlin,

is

not

i

mmune

fromvacancy

issues.

As

discussed

[infra],

our

investigators

reportedReuchlinstraße

10-11

had

“limited

occupancy”

with

“substantialareas

vacant”.Listings

atCPI

PG’s

German

c

ompany,

GSG,

show

another

keyGerman

property

Aqua-Höfe

atLobeckstraße30–35

with

aneye-wateringly

high

vacancy

level

of~38%.1

(Shown

at

right).Some

but

not

all

appear

tobe

related

toredevelopment

in–process.During

and

after

Covid,

CPI

PG

took

some

space

out

ofcirculation

for

refurbishment,

some

“intentionally”,

and

has

been

orwill

soon

be

relisting

them

in

a

challenging

businessenvironment.2Management

cites

refurbishment

as

part

ofthe

reason

for

slightdeclines

in

overall

occupancy

in

both

Prague

and

Berlin.3

Webelieve

that

if

all

space

under

refurbishment

were

listed,

thatBerlin’s

and

likely

other

cities

vacancy

rates

would

also

jump.1

https://www.gsg.de/en/gewerbehof/aqua-hoefe/,note:the

listing

2nd

to

thebottom

includes

the

same

space

as

thaton

thelastline;the

totaldiscrete

area

listed

is

7,571

smq.2

CPI

PG,

1H

2023

earning

call.

CPI

PG

claims

about“one-third

[of

vacancy]

is

intentional”

so

thatthe

companycould

commence

refurbishmentprojects

even

at

theexpense

of

removing

a

large

tenant.CPI

PG

gavetheexample

ofBerlin’s

GebauerYards

(Franklinstraße

9-15a

),

adifferent

large

site

from

theexample

Aqua-Höfe

above.3

CPI

PG,

1H

2022

earning

call,“Thedrop

in

occupancyin

Prague

and

Berlin

was

minor

and

partiallyreflects

our

strategy

of

refurbishing

or

developing

certain

properties,which

mightbe

vacant

or

partially

vacant

for

ashortperiod.”MUDDY

WATERS

RESEARCH16Office

Vacancies

–

Potential

ImplicationsTogether

Prague

&Warsaw

account

for

27.4%

ofCPI

PG’s

GLA

and

28.7%

ofits

PP

value.

BecauseCPIPG

apparently

under-reports

vacancies

and

tenantturnover

in

these

topmarkets,

it

stands

toreason

thatsuch

misrepresentation

is

endemic

in

CPIPG's

portfolio.CPIPG

does

notbreak

outits

key

properties

among

the52

office

assets

in

Vienna,Budapest,andBucharest,nor

does

it

provide

detail

on

the52

“other”

properties

in

the

portfolio.

Vienna,Budapest,Bucharest,and

Other

combine

to

equal

over

50%

ofCPI

PG’s

total

properties,

41%

ofitstotal

GLA,and29%

ofthePP

value

(€2.9

billion).

In

our

vi

ew,problems

in

these

markets

are