Shareholders Advise Cumulus Board Against Executive Compensation
On Thursday (5/2), Cumulus Media shareholders voted overwhelmingly not to approve compensation for executive officers. More than 6.7 million shareholders cast “no” votes while more than 3.6 million cast “yes” votes and more than 16,000 abstained. The proposal is only advisory and the executive compensation committee can do as it wishes, but with the number of shareholders voting against current executive compensation, it looks like Cumulus execs are going to be taking a pay cut.
Townsquare’s Cash Flow from Operations increased 35% year-over-year to $68 million, or approximately $4.07 per basic share based on shares outstanding as of March 28, 2024. Pro forma for this transaction, Cash Flow from Operations per basic share increased to approximately $4.47, representing accretion of approximately 10%. Following the transaction, the Company has 15.2 million shares outstanding. Townsquare CEO Bill Wilson says, “We are very pleased to share that we have repurchased just under 10% of our total shares outstanding in an immediately accretive transaction for our shareholders. Since 2021, we have repurchased 16.2 million shares at an average price of $7.19, while simultaneously reducing leverage. The strong cash generation characteristics of our business model, which produced $68 million of cash flow from operations in 2023, has afforded us the opportunity to accretively repurchase equity and debt, while also investing internally in our digital growth engine. In addition, we introduced a high-yielding dividend in 2023, and recently increased it by 5%. Our dividend has a yield of 7% as of March 28, 2024. With a strong cash balance of $40 million following this transaction, we will retain financial flexibility moving forward and we are confident in our ability to build shareholder value for our investors through long-term net revenue, Adjusted EBITDA and cash flow growth, net leverage reduction, future dividend payments, and potential future share repurchases.”
Class A Common Stock and 1,125,000 shares of Class C Common Stock). The purchase price of $14.6 million was funded with cash on hand. Townsquare CEO Bill Wilson states, “We could not be more pleased to share that given our strong cash position, we were able to repurchase approximately 8.5% of our total shares outstanding (and nearly half of MSG’s ownership in Townsquare), capturing a positive return for our shareholders. Due to our strong cash flow generation, we have demonstrated Townsquare’s ability to support a high-yield dividend and repurchase debt and equity, while also simultaneously investing in the future of our digital growth engine. This repurchase is immediately accretive to shareholders and we thank our board of directors for their vote of confidence in our medium and long-term business plan to grow revenue and profits.”
Offer will expire at Midnight, New York City time, at the end of the day, on June 9, 2023 (the “Expiration Date”), unless extended or earlier terminated by Cumulus. The “modified Dutch auction” allows shareholders to select the price, within a price range specified by Cumulus, and the number of shares they are willing to sell at that price (or, should a higher price be determined as the “purchase price,” such higher price). The Offer is being made under Cumulus’s previously announced $50 million share repurchase program. The purchase price will be the lowest price per share (in increments of $0.05) of not greater than $3.25 and not less than $2.85 per share, at which shares have been properly tendered and not properly withdrawn, that will enable Cumulus to purchase the maximum number of shares having an aggregate purchase price not exceeding $10 million (or, if the Offer is not fully subscribed, all shares properly tendered and not properly withdrawn). Promptly after the Expiration Date, Cumulus will, on the terms and subject to the conditions described in the offer to purchase, determine the single per-share purchase price that Cumulus will pay, subject to proration and conditional tender provisions, for shares properly tendered at or below the purchase price in the Offer and not properly withdrawn, and accepted for payment, taking into account the number of shares tendered pursuant to the Offer and the prices specified, or deemed specified, by the tendering shareholders.
dividend of PodcastOne shares to between 12% and 16%. After completion of the successful spin-out – which the company notes is not guaranteed to happen – LiveOne will own approximately 86.3% of the PodcastOne common stock. LiveOne also reports that PodcastOne has repaid $1 million of its debt convertible at $3 and expects to repay an additional $1 million to $2 million. LiveOne intends for PodcastOne stock to be traded on the Nasdaq Capital Market under the ticker symbol PODC.
since the first special dividend was paid in 2012. The board also adopts a new variable dividend policy for the allocation of cash flows aligned with the company’s goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the company through strategic acquisitions. Under the new policy, in addition to any quarterly and special dividends paid, the company will declare an additional dividend in the second quarter of each year of 70% of the preceding year’s annual Free 
Cash Flow, as reported in the company’s fourth quarter earnings release, net of acquisitions, special and quarterly dividends, debt paydowns and debt issuance costs, and stock buybacks. Saga president and CEO Christopher Forgy states, “We are very pleased that our strong capital position and operating performance allowed us to declare another regular quarterly cash dividend and a special cash dividend. We are excited to continue our commitment to provide a meaningful cash return to our shareholders through the declarations of these dividends. In addition, we have made tremendous progress during what has been a period of transition for our board of directors and executive management team. Our sustained financial strength has put us in a position to meet operational goals and to support efforts to return value to our shareholders. The cash dividends announced today, along with the new variable dividend policy, express the confidence of our board of directors and executive management team in Saga’s future.”
