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Author: sacob Three stars, 500 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: of 77167  
Subject: HRP name change & reverse split Date: 6/15/2010 9:46 AM
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dividend on common shares to be increased after reverse split

http://finance.yahoo.com/news/HRPT-Properties-Trust-bw-37754...

Any thoughts
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Author: missash Big gold star, 5000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62957 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 10:06 AM
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Any thoughts >>>>> Yeah, dividend increases at HRP have been very rare; nice to see

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Author: TMFWysocki Big gold star, 5000 posts Home Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62958 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 11:48 AM
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From HRP's press release:

After studying this matter, the Board has concluded that a one for four share combination is desirable because it may reduce the transaction costs for shareholders who pay brokerage commissions on the basis of the number of shares traded.

http://investor.shareholder.com/hrpreit/releasedetail.cfm?re...

One of the more peculiar reasons provided for a reverse stock split. Makes no sense to me. And the dividend *increase* is more a function of the 4 for 1 reverse split then a genuine increase, no?

David

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Author: TMFWysocki Big gold star, 5000 posts Home Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62959 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 11:56 AM
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I posted:

And the dividend *increase* is more a function of the 4 for 1 reverse split then a genuine increase, no?

It does appear to be a genuine dividend increase by $0.08 per year. Current dividend is $0.48 per year--with a 4 for 1 reverse split the dividend would be $1.92--the proposed new dividend is $2.00. Thus, an increase.

David

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Author: 4thebird Big red star, 1000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62960 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 2:29 PM
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what is this going to be doing for the preferred? any one got an idea. I think on hrp-d there is some kind of provision about $33 for the common to convert to it.

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Author: LuckyDog2002 Big funky green star, 20000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62961 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 2:35 PM
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usually reverse splits are a bad sign...I gotta see if I own HRP.

LD

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Author: LuckyDog2002 Big funky green star, 20000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62962 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 2:36 PM
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oh crap, I own a 1000 sh. of it with a cost basis of 6.73.

what a timely post sacob...thanks.

LD

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Author: missash Big gold star, 5000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62964 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 2:46 PM
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..usually reverse splits are a bad sign >>>>>>>>Usually, reverse splits are done to forestall delisting from an exchange; I've also seen them done to get rid of shareholders holding only a few shares

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Author: yodaorange Big red star, 1000 posts Feste Award Nominee! Feste Award Winner! Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62967 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 3:03 PM
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I take this reserve split as a very negative sign. As for their explanation that it will lower commission costs for the small investor, total hogwash IMO.

The stock hit an all time high of 20.94 on 1/18/98. Yes, you read that right, it was over 12 years ago. Most other reit commons hit their all time high in the 2000's. So today, 12 years later the common is trading for $7.00. To paraphrase Obama, if it was up the me the chairman and board of HRP would be replaced.

I do not know the history of the company, so management might have changed over the years. Possibly, they have changed and the company is heading in the right direction.

One of the main issues I have with the financial media is their love affair they have with company executives. In general, the coverage is strongly biased to the positive side. Contrast this to the sports page. For example if a major cities NFL team has a poor record, you will see front page of the sports section headlines like "Time for Coach XYZ to go." When was the last time you saw a headline like that in the business section?

A few years ago I read a story regarding American Airlines.
The article said they had the "best management in the industry." I pointed out to the writer that American had literally lost $6 billion dollars over the last X years. My reply was thank god they had the best management, otherwise they might have lost $7 billion. At the time, there was NO proof that monkeys from the zoo would have done a worse job managing American. I suggested to the writer that the story should have been calling for American's management to be replaced.

With the limited knowledge I have of HRP, my vote for the common would be a strong NO.

Thanks,

Yodaorange

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Author: TMFWysocki Big gold star, 5000 posts Home Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62970 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 3:14 PM
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BH, formerly SNS, performed a huge reverse split within the last 12 months in order to make the stock less liquid to discourage speculators.

David

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Author: missash Big gold star, 5000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62971 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 3:29 PM
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HRP, HPT and SNH were controlled last I looked by the same external group. The concern about "external" management has always been with these companies. To make matters worse, management is compensated based on the total assets under management, not by any growth criteria. May help to explain the poor performance over the years.

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Author: TMFWysocki Big gold star, 5000 posts Home Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62972 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 3:43 PM
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I think on hrp-d there is some kind of provision about $33 for the common to convert to it.

From the press release:

HRP's Class D Convertible Preferred Shares which currently trade under the symbol "HRP-PD" will trade under the symbol "CWH-PD" effective on July 1, 2010. Also, the number of common shares into which each Class D Convertible Preferred Shares is convertible will be adjusted pro rata for the common share combination announced above; one Class D Convertible Preferred Share will become convertible into 0.4808 common shares of CommonWealth REIT effective on July 1, 2010.

David

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Author: fancyfang Three stars, 500 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62973 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 5:08 PM
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We bought 300 shares of HRP in 1997. In 2002 they were sold and as I recall there was quite a bit of discussion on this board about the management and the way they were compensated, at that time. Being an old Geezer {1929), I do not remember all the details. I concur avoid this company.

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Author: gsbaird Two stars, 250 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62974 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 5:30 PM
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I've been following HRPT for several years and currently own 1750 shares of the C preferred and 1450 of the D preferred. In my view, their preferred shares are quite safe and the D is even now yielding around 8.3%.
I have been reading their quarterly and annual reports and listening to their conference calls for some time now. There is nothing that I can find from recent activity and results that worry me. Their occupancy and FFOs have been slowly declining but that is the case for most, if not all, of the office REITs. HRPT has managed their liquidity and debt obligations quite well and compared to most of its competitors, has issued a very low number of secondary shares.
I also find HRPT's stated reason for the reverse split to be bizarre. And why a 1:4 rather than a 1:2?
I currently don't own any common shares of any REIT but, like Xot and others on thie board, own a lot of preferreds. HRPT preferreds constitute my largest holding and I plan to sell some shares soon but only as a normal step to limit my holdings of any one company, taking some profits at the same time.
Stephen

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Author: sacob Three stars, 500 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62975 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 5:31 PM
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I switched from HRP+D to the ETN when they issued it (HRPN). I prefer the bond and like that it can be traded like a stock.

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Author: gsbaird Two stars, 250 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62977 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 6:06 PM
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sacob,
Obviously the bonds are safer than the preferreds for any company. And the decision to own one versus the other is a very individual one. In my case, I like the extra 0.7 yield points and believe that, as long as I watch HRPT (now Commonwealth) closely, I am safe.
Stephen

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Author: jaroman Two stars, 250 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62978 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 6:27 PM
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I hold the HRPN also.

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Author: yodaorange Big red star, 1000 posts Feste Award Nominee! Feste Award Winner! Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62979 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 7:14 PM
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There is something else I do NOT like about HRP. They are selling 15 properties to GOV. Here is the statement from their press release that troubles me:

"Each of HRP and GOV are managed by Reit Management & Research LLC ("RMR"). Accordingly, the sales announced today have been negotiated by special committees of the Boards of HRP and GOV composed solely of Independent Trustees who are not also Trustees of the counterparty. Also, the agreed sales prices are within the ranges of market values determined by an independent third party appraiser."

I don't care what language they use, I am alwasy suspicious of related party transactions like this. The first impression is that the transaction was done to benefit one party or the other, we just don't know the winner and loser. The fact that the boards would do a transaction that MIGHT smack of impropriety to me is a large negative.

Link to the press release:

http://investor.shareholder.com/hrpreit/releasedetail.cfm?re...


Thanks,

Yodaorange

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Author: LordXot Three stars, 500 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62980 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 8:08 PM
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Steven, I've slipped even farther away from the mainstream now. Not just reits. I don't own any common stocks at all. All pfds/ETD's.

I've got some more pfd models up to observe their behavior. Think i've mentioned this already. Have two at the bottom of the sheet that may be of interest for those who ponder what kind of investments to leave behind when they check out. The bottom one is all ETD's and trust pfds. It's interesting that one can invest in nothing but and still receive a very good return. It's a very strong group too judged by investment rating. Also purchase below par and a low initial coupon rate are two criteria for inclusion..........................................Xot

https://spreadsheets.google.com/ccc?key=0Ai6nAWjRjzKldDhXX1R...

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Author: Prophet43M One star, 50 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62982 of 77167
Subject: Re: HRP name change & reverse split Date: 6/15/2010 9:58 PM
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I would like to follow up a bit on many of the posts here regarding the news of HRP's 1:4 reverse stock split and small dividend increase.

Like Stephen, I have been following HRP since the early days of the credit crisis and have read 10K's/10Q's cover-to-cover and listened to the conference calls. In fact, I'm embarrassed to say that HRP was the first REIT I discovered and purchased. I first bought the common but later realized that given the relative pricing, safety, and dividend yield combined with the coversion feature of the D preferreds that there was absolutely no reason to own the common. During the depths of the crisis, I sold my common and bought 2400 D Preferreds between $6 and $10/share. A while back I sold 500 shares reducing my stake to 1900 shares.

Most of the HRP criticism expressed here is appropriate IMHO. However, like Stephen, I believe the preferreds are quite safe for the forseeable future. That said, I am very conflicted/uncomfortable with respect to my HRP ownership. I might also mention that in early days of the credit crisis, Stephen and I had some cordial disagreements about HRP but Stephen always calmly pointed out that HRP's debt load was very managable and therefore the preferreds were very safe....so I always quickly shut up.

Everything I say below is based upon my memory...so you may have to forgive minor unintentional inaccuracies.

As soon as I began to understand REITS better as well as typical management structures, I began to dislike the management team. I don't understand their strategic vision and to the best of my knowledge/memory it is not clearly stated or published anywhere. As others have stated, HRP's is externally managed by RMR and the compensation structure is based PRIMARILY upon assets under management rather than AFFO/Share growth or some other appropriate metric that aligns RMR's interest with that of shareholders. I'm probably one of the few that has actually gone to the trouble to download and read the appendice to the 10K that actually details the full management [fee] agreement. While not completely egregious (sp?), the agreement is in fact worse that most HRP shareholders believe.

To start, the assets under management fee is at its highest percentage for the first $250 million of assets under management but then stair steps down slightly for incremental assets under management. In addition RMR collect fees as a percentage of the value of new leases executed (double-dipping?), other fees for executing acquisitions (double dipping?), and several other fees that I can't remember.

So I wondered if the external management fee structure (even though it seemed strange) was necessarily bad for shareholders. So....I compared HRP Management's total fees to that of several other REIT's I also owned. My findings.....HRP's management fees (inclusive of G&A) was higher as a percentage of revenues than all REIT's I compared them to including REIT's with internal management teams as well as REIT's with much smaller assets and revenue bases. That told me RMR fee structure was not shareholder friendly. Very troublesome given that HRP states from time to time that their management structure is advantageous to HRP shareholders. I wonder how?

As others stated, RMR also manages HPT, SNH, and more recently GOV. My quick analysis was that RMR has the same management [fee] agreement with each entity. I know for sure that SNH and GOV and were both once wholly owned by HRP (and I think HPT was also but I can't remember for sure). So you can easily see that RMR increases its overall management fees by splitting up one large REIT into multiple smaller REITs due to the tiered assets under management fee structure. Further, I suspect (but don't know) that RMR paid themselves some other special fee business development type fee for creating the new publically traded entities. Sounds like lots of conflicts to me.

Next, I have to agree with Yoda regarding the suspect "arms length" sales of assets from HRP to GOV. The state cap rate in the article is 8.5% which does not sound particularly good in the current market CMRE environment for fully or primarily government leased buildings.

I think these types of transactions are common for RMR. During the height of the credit crisis, RMR inked a deal to sell a large portfolio of MOB's from HRP to SNH. In this case, the sale prices seemed to be favorable (in the 6-6.5% cap rate range IIRC) to HRP so I didn't complain but noted that it didn't seem like an arm's length transaction.

And finally, I'll defend RMR and HRP's performance (a little). I don't remember the details, but when HRP spun off SNH, HRP shareholders received shares of SNH....so the historical share price and dividend charts are misleading there (the historical ROI is better than it seems on first glance). I THINK there may have been a similar transaction for HPT.

The GOV spin off transaction was handled differently. GOV secured a $250 million secured credit line which was pulled down to pay HRP for the first $250 million of assets and the second $250 million of assets was paid for via share ownership in GOV which HRP still holds.

HRP has been on an aggressive acquistion spree since mid 2009. HRP has purchased some really nice assets (and at least one pig IMHO). Some of the nice assets have been at very good prices but some of the prices paid seem too high to me. The interesting thing is that HRP has also been selling aggressively BUT only to other RMR owned REITs. Makes ya go Hmmm?

In short, I originally purchased HRP because I'm a Ben Graham Investor that believes that even bad companies can be good/safe investments if bought at a low enough price (with a large margin of safety). I've been aggresively investing in and researching individual stocks, preferreds (of all varieties), bonds (OTC and exchange traded) since 1997. Realistically 13-years is not a lot of experience, but in my years of investing I have not had a stake in any company whose management team I trust less than HRP's.

I continue to hold 1900 shares of HRP-D but HRP makes me more nervous than any other company.

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Author: 4thebird Big red star, 1000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62985 of 77167
Subject: Re: HRP name change & reverse split Date: 6/16/2010 12:15 PM
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I think on hrp-d there is some kind of provision about $33 for the common to convert to it.

From the press release:

HRP's Class D Convertible Preferred Shares which currently trade under the symbol "HRP-PD" will trade under the symbol "CWH-PD" effective on July 1, 2010. Also, the number of common shares into which each Class D Convertible Preferred Shares is convertible will be adjusted pro rata for the common share combination announced above; one Class D Convertible Preferred Share will become convertible into 0.4808 common shares of Commonwealth REIT effective on July 1, 2010.
++++++++++++

Not knowing enough about this I sold HRP-D today. took my profits and ran. when I can not figure something out it is time to get out. worked well for me in the past. so now all I have is HRP-C.

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Author: gurdison Big gold star, 5000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 62995 of 77167
Subject: Re: HRP name change & reverse split Date: 6/16/2010 4:54 PM
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<took my profits and ran.>


S&P reiterated their buy opinion on shares of HRPT Properties after the property sales and reverse split announcement.


"We view these developments as a net positive and think the adjusted stock price could be more palatable to some investors. We keep our $9.00 pre split target price, 9.3X our 2010 FFO outlook."

While there are certainly things that may not sit right with some investors, those things were there all along. If they bothered someone (and they are valid concerns for many individuals), then they had ample opportunity to exit earlier or to not own them in the first place.

I don't believe in going by a single opinion, but the S&P analyst note does not ring the same sour note that many on this board have been sounding.

Personally, I don't own any of the common. I did have two positions of the HRP-D that I sold many months ago. My sale wasn't over any negative opinion of the company. Rather it was a way for me to preserve some healthy CGs. Added to the mix was that I also had two full positions of HRPN and I am much more vigilant about holding too large of a position in any company. I deemed the HRPN to be a better investment. After reading the brief comments, the common is worthy of consideration IMO, if I can see a much more detailed analysis of how they expect things to play out for the parent company.

Had I still owned an oversized allotment of shares, I would have considered lightening up too. We are all much faster on the sell buttons than we used to be. Fast is fast, but it may not be the best course of action. The net raising of the dividend seems like a very positive development if the AFFO can easily cover it. The structure of management is something to weigh, but that seems to be a separate issue IMO.


B

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Author: LuckyDog2002 Big funky green star, 20000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 63016 of 77167
Subject: Re: HRP name change & reverse split Date: 6/17/2010 1:01 PM
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I sold all my shares the same day I read about it here....one of the few common reits I own btw.

LD

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Author: Reitnut Big red star, 1000 posts Top Favorite Fools Feste Award Nominee! Feste Award Winner! Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 63486 of 77167
Subject: Re: HRP name change & reverse split Date: 7/11/2010 8:08 PM
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Realistically 13-years is not a lot of experience, but in my years of investing I have not had a stake in any company whose management team I trust less than HRP's.

I continue to hold 1900 shares of HRP-D but HRP makes me more nervous than any other company.


I know there are lots of HRP fans on this board and elsewhere but - although I haven't looked at this company recently - I am not among them. I have been investing for over 40 years, and have developed a few investment rules that I try to live by. One of them is, "Don't invest in a company in which one has little or no confidence in the management team."

One might also take a look at the following very long-term chart: http://finance.yahoo.com/q/bc?t=my&s=CWH&l=on&z=...

That said, perhaps HRP/CWH is now a different company, and I am missing something. I haven't looked at the 10-Ks, etc as Prophet has. But, reading his post, it doesn't sound like this leopard has changed its spots.

Ralph

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Author: gsbaird Two stars, 250 posts Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 63493 of 77167
Subject: Re: HRP name change & reverse split Date: 7/12/2010 9:46 AM
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HRP/CWH's management team has been and continues to be disliked because its management team receives commissions for managing the assets ow CWH as well as SNH and GOV. It has brokered property sales between itself and SNH and it spun off some of its more stable properties to GOV when GOV went public.
However, HRP/CWH's financials are very easy to analyze unlike other companies such as KIM. They own mostly commercial and a few industrial properties. They own just under 10 million shares of GOV, yielding 8% and whose stock value has appreciated cosiderbly beyond its carrying value on the balance sheet. Beyond that, CWH has no unconsolidated investments that can complicate analysis. Less than 15% of CWH's developed property is mortgaged, and they have a lot of room under their debt covenants to mortgage much more property, if they needed to do so to raise cash. Their debt/equity is lower than most REITs and their revolving credit line balance was zero at their last report date. Their unsecured senior debt maturities are such that one can look out 5 years and see that they should be able to safely repay their obligations.
CWH's FFO is forecast to decline to around $3.88 this year by Zacks and S&P from $4.32. This is around a 10% decline and is a result of more than 10% of their leases expiring in 2010. However, even with this, the ratio of common dividends to FFO is $2.00/3.88 = 0.515.
The ratio of FFO$ to preferred dividend dollars, based on the $3.88 estimate for 2010 FFO is 5.7X.
Stephen

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Author: wittgenstein Big gold star, 5000 posts Old School Fool Add to my Favorite Fools Ignore this person (you won't see their posts anymore) Number: 63496 of 77167
Subject: Re: HRP name change & reverse split Date: 7/12/2010 10:57 AM
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Stephen,

Many thanks for your updates. Sometimes the pariah factor can yield a nice advantage for people who can inderstand the numbers. I've added to the PR-D positions.


jz

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