| To: Paul Senior who wrote (12) | 4/23/1998 7:23:00 PM | | From: Andrew | | | |
Craig Corp (CRG) buys another 7% of Citadel (A-CDL)!
Craig Corp (N-CRG) bought around 7% more Citadel from 3 sellers raising its effective stake in CDL to just less than 40%. This is the cheapest way to play RDGE and the people at CRG know it. Wouldn't be surprised if CRG acquired more CDL and moved CDL into CRG down the road. What I would like to know is who were the "rocket scientists" who were foolish enough to sell CDL for cash at this price. If they had to sell now, CRG stock would have been a better deal. For details on the filing point your browser to freeedgar.com |
| | Craig (CRG) - Vulture Pick | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last Read |
|
| To: ccportfolio who wrote () | 12/10/1998 12:47:00 PM | | From: Andrew | | | |
Reading to acquire 22 NYC screens and 3 live 'off-broadway' theaters
found at biz.yahoo.com
Tuesday December 8, 7:32 pm Eastern Time
Company Press Release
SOURCE: Reading Entertainment, Inc.
READING Announces City Cinemas Lease Agreement and
Acquisition of 'Off Broadway Theaters'
PHILADELPHIA, Dec. 8 /PRNewswire/ -- Reading Entertainment, Inc. (Nasdaq: RDGE - news; PHLX: RDG - news) announced today that Reading has entered into an Agreement in Principle to lease and operate the cinemas constituting the City Cinemas Circuit located in Manhattan and to acquire three live ''Off Broadway'' theaters also located in Manhattan. Included in the City Cinemas Circuit are the Cinemas 1, 2 and 3, the Murray Hill, the Sutton and the Village East cinemas. Reading is also acquiring the 1/6th interest in the Angelika Film Center not already owned by Reading and certain management rights with respect to the Gotham, Eastside Playhouse and the Angelika Film Center. In addition, Reading, through City Cinemas, will manage the 86th Street Quad, a four screen cinema presently under construction and owned by certain affiliates of City Cinemas and third parties. Excluding the six screen Angelika Film Center and the cinemas managed pursuant to management agreements, these cinemas represent 16 screens and generated gross receipts of approximately $13.5 million for the year ended December 31, 1997. The managed cinemas will, upon completion of the 86th Street Quad, represent an additional six screens. The three live theaters are the Orpheum, Union Square and Minetta Lane Theatres.
Reading will lease the City Cinemas Circuit and acquire the Angelika Film Center interest from a company wholly owned by Messrs. James J.
Cotter and Michael Forman. The cinema lease will provide for an annual rental of approximately $3.9 million (calculated inclusive of
passthroughs), for an initial term of ten years. In addition, Reading will acquire, in consideration of an option payment of $5 million, the right to purchase, at the end of the initial term of the lease, the City Cinemas Circuit for a purchase price of $48 million (including the option fee). The City Cinemas Circuit includes the fee interests underlying the Murray Hill and Sutton cinemas.
Reading will acquire the 1/6th interest in the Angelika Film Center at a price of $4.5 million. The purchase price will be paid in a ten-year
installment sale note.
It is anticipated that Reading will acquire the three live theaters from Off Broadway Investments, Messrs. Cotter and Forman's wholly owned company, in exchange for approximately 1.1 million shares of Reading Common Stock valued at $9.00 per share. Reading's common shares closed at $9.00 on December 2, 1998, the date the Agreement in Principle was approved by Reading. However, if any of the conditions to Reading's obligation to issue stock are not satisfied, the acquisition will close on a cash basis, for a purchase price of approximately $9.9 million. The Orpheum and Minetta Lane are fee interests. The Union Square is a leasehold interest, with a right of first refusal over any sale of that property.
Reading has agreed to provide to City Cinemas, at the election of City Cinemas, standby credit facilities of up to $32.5M maturing in 10 years.
The transactions have been reviewed and approved by the Conflicts Committee of the Board of Directors of Reading, which is comprised entirely of directors independent of Messrs. Cotter and Forman. Mr. Cotter is the Chairman of the Board of Directors of Reading and of its controlling shareholder, Craig Corporation [NYSE:CRG - news]. Messrs. Cotter and Forman, directly and indirectly through Hecco Ventures, are
controlling shareholders of Craig Corporation.
Closing of the transaction will be subject to certain conditions, including the approval by the Reading Conflicts Committee and City Cinemas of the definitive documentation memorializing the transactions contemplated by the Agreement in Principle, the issuance of a fairness opinion and, in the case of the issuance of the Reading Common Stock, the approval of the shareholders of Reading. The Reading Conflicts Committee has engaged Wasserstein Perella & Co., Inc. to advise it as to the fairness to Reading of the consideration to be paid in the transactions from a financial point of view. Reading anticipates that the closing of the lease of the City Cinemas Circuit, the acquisition of the Angelika Film Center interest and the assignment of the cinema management agreements will occur promptly following completion of the definitive documentation. Depending upon whether cash or Reading Common Stock is used for the acquisition of the live theaters, it may be that the acquisition of the live theaters will not be completed until the second quarter of 1999.
Reading Entertainment is in the Beyond-the-Home segment of the entertainment business and develops and operates multi-plex cinemas in the United States, Puerto Rico, Australia and New Zealand. Reading is also developing cinema based entertainment centers in Australia and New Zealand. With the acquisition of the Minetta Lane, Orpheum, and Union Square, Reading is moving into the ownership and operation of live theaters as well as cinemas. |
| | Craig (CRG) - Vulture Pick | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last Read |
|
| To: John B. Williams who wrote (1) | 1/5/1999 12:55:00 PM | | From: Andrew | | | |
Lawndale increases its 13-D position in Craig Corp.
In a filing with the SEC today, Lawndale Capital Mgmt amended its Craig Corp (N-CRG) 13-D filing boosting Lawndale's ownership in Craig Corp Class A Common Preference Shares (N-CRG.pr) to over 7.5%.
Craig Corp., is a Los Angeles, CA-based holding company that owns a substantial majority interest in Reading Entertainment (O-RDGE), a company with rapidly growing movie theater exhibition operations in Puerto Rico, New York City, Australia and New Zealand.
As stated in item 4: currently trading below book value |
| | Craig (CRG) - Vulture Pick | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (1) |
|
| To: Andrew who wrote (16) | 1/11/1999 12:57:00 AM | | From: LauA | | | |
Andrew - you now appear to be the only buyer for CRG. I've tried like crazy to understand this stock, but I remain baffled despite having read the filings for CRG, RDGE, Citadel, and the OJ Ranch. To me it looks like one of those family-insider things that appears undervalued on paper, but will work out for shareholders only after everything goes right for favored few.
My bias includes attending the annual meeting one year ago in LA, and being turned off by the BS spun by the CEO. That Orange grove company in the central valley was the topper - a real stinker that should be blitzed from the recent freeze.
I take it, you recommend buying the CRG preferred stock. What's the reasoning behind that preferred? And why don't they just rollup citadel and RDGE? Is there extra overhead from having these separate companies?
Do you feel comfortable with CRG buying the NYC movie houses and theaters from the CEO? Can you evaluate if there was arms length pricing?
How are the theaters doing? Is the Angelika format a success? I've been told by other theater owners that the Angelika formula will only work in NYC. How's the one in Houston? Are there any others? Will there be one in Pasadena?
How goes Australia? You've posted that the company goes cashflow positive soon. Do you get those projections from the K and Q numbers? I note that Carmike expects a down quarter, does this relate to CRG? |
| | Craig (CRG) - Vulture Pick | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (2) |
|
| To: LauA who wrote (17) | 1/11/1999 3:21:00 PM | | From: Andrew | | | |
I was at annual mtg for crg, rdge and cdl held in LA last month as well as those in previous years. maybe we met. my view is a bit different. I think very highly of this team's ability to build and manage a theater business. As for being "stock managers" I would join your sentiment and am used to cotter's very poor presentation approach. In response to your points/questions (in order of importantce):
1) Cash flow positive estimate comes from combination of three things a) recent 10-Q's showing theater cash flow now reaching levels of corporate overhead and footnotes showing scheduled openings of new theaters whose cash flow would outweigh interest income on the cash; b) annual meeting comments as to expected cash flow from foot-noted theaters schedule to open as well as nyc theater purchase taking place at 8X cash flow means around $6 MM cash flow from CITY CINEMA purchase alone less $3.9MM lease cost. Off broadway theaters another chunk of positive cash flow; c) annual meeting comments about US corp o/h and Austrailia o/h able to handle INCREMENTAL 100+ screens EACH w/o much incremental cost.
2) Carmike's numbers are down because they are writing off and closing ton of older theaters and are still stuck with a ton of older screen base. I believe sales/screen are up modestly except recently vs titanic comps; what makes RDGE so compelling vs any other industry player is RDGE's growth from new state-o-art theaters is much larger and off much much smaller old theater base.
3) australia- annual meeting stated getting great returns on cash BEFORE cost of Aussie infrastructure which they said is now capable of managing a 200 screen chain w/o much more cost. They overcame huge barrier to entry (politics of oligopoly) to get into market and now are accepted participants protecting by it.
4) angelica- annual mtg- they said NYC angelica bought w/ $2mm cash flow it now has $3MM; houston angelika "jury still out"; its not yet providing expected returns but too soon to tell as their location (downtown redevelopment zone) not fully occupied by others. cautious eye and sharing similar concerns as your sources regarding other sites especially since australia providing much better returns.
5) nyc pricing- appears to be arms length; the multiple is in line and the conflicts are so apparent they must take pains to justify everything. actually sale removes previous conflict once and for all- city cinemas owned 1/6 of angelika and got paid $350-75 K/yr to 'manage" angelika. That annual conflict gets eliminated and purchase protects the angelika investment from horrendous result from sale of those theaters to 3rd party exhibitor. don't really like rdge stock being issued at $9 for live theaters; defense is current price is much lower and RDGE has option to use cash. However, think co should be more forthcoming and talkative about its plans to get better rdge price in market and use cash instead. Its not like the info's not in the 10-Q's. its just that no one cares to read them.
6) pfd was the cheaper play historically. But the lower voting rights on the pfd doesn't matter because cotter and forman family controlled over 50% so no need to pay premium. origin- like a/b stock before nyse allowed it so pfd was created. last year's distribution made the pfd much more liquid. now pfd trades at parity more often and sometimes at premium. in fact the big drop in august was caused when small block of crg common was puked on market and then pfd sold down thereafter. RDGE is now sometimes the cheapest play. (note, when you speak of arm's length.- if rdge at $9 is good enough for Cotter and the forman's its a bargain below that price!!)
7) they said at annual meeting that these companies would all get rolled into one but there are large NOL's to maximize. They don't like 3 annual meetings and public entities either. With sale of CDL property in phoneix (in escrow), CDL NOL used up and may get rolled in in 1999. RDGE won't get folded in until NOL used up or clarified (IRS audit). When there is no NOL there is no need for separate cos.
8) big 4 was a good buy in a creative way from a distressed seller. In addition to cheap federal water, they got a ton of empty land upon which to grow more citrus from a lender who forclosed on previous owners and was about to lose its cheap water priviledges. As for this year's freeze, yep it probably got wiped out but that is 1 year of planted costs and some this cost was probably insured. The profits from this year's crop - gone for good. the future annuity still there and positioned for growth with new trees on extra empty land. |
| | Craig (CRG) - Vulture Pick | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (2) |
|
| To: LauA who wrote (19) | 1/14/1999 8:17:00 PM | | From: Andrew | | | | |
recent check into angelika houston has it doing much better. The area is now fully occupied but they said the weakness was inability to get good product. They are now getting some good product. Apparently, Houston was dominated by cineplex and that made things difficult to get good flix. With cineplex's acquisition by lowe's and RDGE's CEO Bob smerling having come out of Lowe's and with lots of contacts, they/(he) is able to get some better product. If its of any note IMO our assets are in good hands, they think the domestic market is oversaturated with theaters and will only go into a project if the #'s/returns make sense, else australia offers much higher returns. |
| | Craig (CRG) - Vulture Pick | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (1) |
|
| To: Andrew who wrote (20) | 5/3/1999 1:39:00 AM | | From: Bob Rudd | | | |
Andrew: Just stumbled across this. Any clue why it's trading below cash per share...is there some bizarre curse, like an old B movie where anyone owning shares will die horribly <g>?
TIA,
Bob |
| | Craig (CRG) - Vulture Pick | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (1) |
|
| |
