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Report: Jeff Warshaw Leads Effort To Acquire Cumulus Media

There is a high probability significant RIFs would occur (otherwise, how would re-leveraging of the balance sheet be justified?). Sure, some folks might conceivably say "podcasting and programmatic selling represent significant revenue growth opportunities." I just do not see any revenue stream that is within reach for Cumulus that would be transformational.

RIF's have been happening under Berner just as they had with the Dickeys. Despite a change in culture and the way the company is being run, most of those positions cut in '08 and '09 haven't come back. The only areas where Cumulus is growing staff at any real rate is the digital side. Those challenges, BTW, aren't just affecting Cumulus. Every radio company is struggling with being a zero-growth medium while trying to grow the only side of the business that's actually growing. As we've discussed before, costs of digital streams are high while margins are low. Costs go up the more listeners you get, and the margins don't go up by nearly enough (if at all).

Warshaw has zero experience running a company of Cumulus' scale; in my opinion he wants to sit in Mary Berner's chair. If that scenario were to play out, Cumulus employees should feel some anxiety regarding the company's medium to long-term financial well being.

InsideRadio is reporting the potential sale of the company is causing anxiety, though no one thinks it will be as bad as when the Dickeys ran the operation. Warshaw may not have experience running a company as large as Cumulus, but I don't know if that matters all that much. If he knows what he's doing, he knows what he's doing. The big concern is that no one at the local level knows whether or not he knows what he's doing.

I will preface what I'm about to say by saying I know and completely understand that for profit businesses are about making money, and, when they don't make money, good people, both inside and outside of the operations, get hurt. I've worked for both privately held and publicly traded companies. My experience has been that the privately held operations treat their employees better. I've worked for two publicly traded companies. One was Cumulus when the Dickeys ran it; the other was a large telecommunications company that has since been bought. Neither of those companies felt any obligation to anyone but their shareholders. The employees were merely the people who kept the stock prices up. Both of them had employee stock purchase programs, which, in theory, allowed their employees to own a piece of the company and have a voice in the company's direction, but I was never aware of any rank and file employee who was ever able to get enough shares in the company to be able to affect any of the decisions where shareholders were allowed a vote. Most (though maybe not all) publicly traded companies are set up to make the rich richer. The rank and file employees could never buy enough shares to compete with wealthy people and private equity. The privately held companies where I worked at least tried to think of their employees and how to keep them happy. They had a stronger connection to the people who worked for them and understood that their people made them their money. That doesn't mean that they were operated by good or smart people, but they cared, at least a little, about their employees.
 
Warshaw may not have experience running a company as large as Cumulus, but I don't know if that matters all that much.


I don't think it matters because I don't think he's buying it to hold or even to run. Just my opinion. His pockets aren't deep enough for either. Right now, he's just the face of it.
 
RIF's have been happening under Berner just as they had with the Dickeys. Despite a change in culture and the way the company is being run, most of those positions cut in '08 and '09 haven't come back. The only areas where Cumulus is growing staff at any real rate is the digital side. Those challenges, BTW, aren't just affecting Cumulus. Every radio company is struggling with being a zero-growth medium while trying to grow the only side of the business that's actually growing. As we've discussed before, costs of digital streams are high while margins are low. Costs go up the more listeners you get, and the margins don't go up by nearly enough (if at all).



InsideRadio is reporting the potential sale of the company is causing anxiety, though no one thinks it will be as bad as when the Dickeys ran the operation. Warshaw may not have experience running a company as large as Cumulus, but I don't know if that matters all that much. If he knows what he's doing, he knows what he's doing. The big concern is that no one at the local level knows whether or not he knows what he's doing.

I will preface what I'm about to say by saying I know and completely understand that for profit businesses are about making money, and, when they don't make money, good people, both inside and outside of the operations, get hurt. I've worked for both privately held and publicly traded companies. My experience has been that the privately held operations treat their employees better. I've worked for two publicly traded companies. One was Cumulus when the Dickeys ran it; the other was a large telecommunications company that has since been bought. Neither of those companies felt any obligation to anyone but their shareholders. The employees were merely the people who kept the stock prices up. Both of them had employee stock purchase programs, which, in theory, allowed their employees to own a piece of the company and have a voice in the company's direction, but I was never aware of any rank and file employee who was ever able to get enough shares in the company to be able to affect any of the decisions where shareholders were allowed a vote. Most (though maybe not all) publicly traded companies are set up to make the rich richer. The rank and file employees could never buy enough shares to compete with wealthy people and private equity. The privately held companies where I worked at least tried to think of their employees and how to keep them happy. They had a stronger connection to the people who worked for them and understood that their people made them their money. That doesn't mean that they were operated by good or smart people, but they cared, at least a little, about their employees.

Ive worked for ma and pa stations most of my career and about half have been massive dumpster fire disasters
 
A financial analyst says the bid by Jeff Warshaw's group "undervalues" Cumulus, and should be rejected. He says the offer might attract other offers for more money:
Exactly. I'm sure there are several schools of Hedge Funds and PE groups who smell the trickle of blood in the water.
 
Exactly. I'm sure there are several schools of Hedge Funds and PE groups who smell the trickle of blood in the water.

We don't know who the source was for the Reuters story, but it's possible it was someone at Cumulus who was trying to encourage competing bids.
 
We don't know who the source was for the Reuters story, but it's possible it was someone at Cumulus who was trying to encourage competing bids.
If so, pretty sure that would be frowned upon by the SEC. If the Fed's smelled that sort of thing may have occurred, it could backfire big time.
 
If accurate, I agree that $340M is a very low ball offer.

Radio Ink is the only site using that $340 million figure. Everyone else is saying $1.2 billion. The difference is the latter figure includes the assumption of debt, which is stated in the offer. I view reporting the figure without including the debt to be incorrect.

Here's today's Inside Radio story that uses the $1.2 billion figure, and quotes Seeking Alpha as saying that figure is also too low:


“The current offer appears to be an opportunistic move which does not fairly value Cumulus Media's shares,” stock research platform Seeking Alpha said Tuesday.

This is basically what I said when I first saw the offer last week. I called it a low ball offer based to entice the equity holders.
 
Radio Ink is the only site using that $340 million figure. Everyone else is saying $1.2 billion. The difference is the latter figure includes the assumption of debt, which is stated in the offer. I view reporting the figure without including the debt to be incorrect.
But if you broke out an estimated asset valuation of $340B, which probably includes a percentage of estimated cash flow, it amplifies even more how damn low the offer is. Makes the offer even worse, when you toss in another $350M that's just debt and probably overhead like uncollected receivables.
Here's today's Inside Radio story that uses the $1.2 billion figure, and quotes Seeking Alpha as saying that figure is also too low:
Probably because Alpha got themselves into a similar, and maybe worse, pickle. They were paying way too much for the stations during Larry's buying spree even after the 2008 re-balance of broadcast valuations.
This is basically what I said when I first saw the offer last week. I called it a low ball offer based to entice the equity holders. And as I mentioned; if that tactic was
And if Cumulus was found to any way be driving that bogus offer from behind the curtain, there's going to be some 'splaining' to do.
 
Makes the offer even worse, when you toss in another $350M that's just debt and probably overhead like uncollected receivables.

I think the debt is around $800 million. So add that to the $340 million and you get 1.2 billion.

Probably because Alpha got themselves into a similar, and maybe worse, pickle.

Actually I was talking about the financial website Seeking Alpha, not the radio company.
 
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Cumulus rejects the Warshaw offer:


At the same time, the board authorized a $50 million stock repurchase plan.

 
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