Tix Corporation Announces Quarterly Dividend Program
Marketwired
STUDIO CITY, CA--(Marketwired - Apr 1, 2015) - Tix Corporation (the "Company" or "we") (OTCQX: TIXC), a leading provider of discount ticketing services, today announced its Board of Directors (the "Board") approved a program of paying a regular quarterly cash dividend to the Company's stockholders. The Board declared an initial quarterly cash dividend of $0.05 per common share to be paid on April 30, 2015 to stockholders of record as of the close of business on April 16, 2015. This quarterly dividend equates to $0.20 per share annually.
The Company's core business is conducted through our Las Vegas subsidiary, Tix4Tonight, selling last-minute discount show tickets and discount dinner reservations. To enhance this business model, we made strategic acquisitions; acquired multiple prime booth locations; and developed a talented, dedicated staff that generates consistently strong cash flows. Over the past three (3) years, the Company returned the benefits of its cash flow to its stockholders by repurchasing more than 27% of the Company's outstanding shares.
"We are thrilled that our stockholders will now benefit from a meaningful dividend while we also maintain enough cash to operate our business and fund new strategic initiatives," said Mitch Francis, CEO. "I also want to caution that payment of this dividend may cause an increased share price, which could encourage some investors holding in excess of five percent (5%) of the Company's shares to sell their shares in such a way that would negatively impact our ability to fully benefit from the Company's net operating loss carryforwards and other deferred tax assets of approximately $37.0 million. While we are unable to control or prevent such an occurrence, we have entered into Dividend Program Agreements, which when coupled with our existing Stockholder Rights Agreement, we feel we have reduced the risk of compromising this valuable asset." Both the Dividend Program Agreements and Stockholder Rights Agreement are discussed below.
Dividend Program Agreements The Company also announced that it has entered into a Dividend Program Agreement (a "Dividend Agreement") with two of the Company's three unaffiliated stockholders that hold more than 5% of the Company's outstanding shares of common stock (the "Participating Stockholders"). Concurrent with the Company issuing the quarterly cash dividend, the Participating Stockholders have agreed to certain restrictions regarding the sale or transfer of their shares of the Company's common stock ("Common Stock"), so as to help preserve the value of the Company's net operating loss carryforwards and other deferred tax assets ("NOLs"). The Company will notify each of the Participating Stockholders, at the beginning of each calendar quarter, as to the maximum number of shares of Common Stock they can divest in that calendar quarter, but at no time can the amount be less than 1/14th of such Participating Stockholder's ownership as of the date of the Dividend Agreement. The Dividend Agreements will help prevent the compromising of the NOLs by the Participating Stockholders; however, there can be no assurance that the Company's third unaffiliated stockholder that holds more than 5% of the Company's outstanding shares of Common Stock, made up of a group of independent stockholders, will adhere to the same divestiture policy applicable to the Participating Stockholders, although the Company currently believes that this third stockholder will not take actions that could jeopardize the NOLs.
Stockholder Rights Agreement As a reminder to our existing and future stockholders, on January 2, 2014, the Company announced that the Board adopted an amendment of the Company's Stockholder Rights Agreement (the "Rights Agreement") to protect the interests of all Company stockholders by lowering the beneficial ownership threshold to a level that could help preserve the value of the NOLs. The Company's ability to use the NOLs would be substantially limited if there were an "ownership change" as defined under Section 382 of the U.S. Internal Revenue Code and related U.S. Treasury regulations ("Section 382"). In general, an "ownership change" would occur under Section 382 if the Company's "5-percent shareholders," as defined under Section 382, collectively increase their ownership in the Company by more than 50 percentage points over a rolling three-year period.
Under the terms of the amended and restated Rights Agreement, subject to certain exceptions, in the event a person or group, without Board approval, acquires beneficial ownership of 4.95% or more of the outstanding Common Stock or announces a tender or exchange offer which would result in such person or group's beneficial ownership of 4.95% or more of the outstanding Common Stock (a "Triggering Stockholder"), then all stockholders of the Company (other than the Triggering Stockholder) will be entitled to acquire shares of Common Stock at a 50% discount (a "Dilution Event").
A person or group that owns 4.95% or more of the outstanding Common Stock at the time of the adoption of the amended and restated Rights Agreement (an "Existing Major Stockholder") will not trigger a Dilution Event. However, a Dilution Event will be triggered if an Existing Major Stockholder, without Board approval, acquires any additional shares of Common Stock.
The 4.95% beneficial ownership threshold under the amended and restated Rights Agreement will remain applicable until March 31, 2021, or earlier, if the Board determines that the reduced threshold is no longer necessary for the preservation of the NOLs.
The amendment and restatement of the Rights Agreement was not adopted in response to any effort to acquire control of the Company. However, the amended and restated Rights Agreement may continue to have an anti-takeover effect and will be an impediment to a proposed takeover which is not approved by the Board.
The foregoing description of the amended and restated Rights Agreement is qualified in its entirety by reference to the full text of the amended and restated Rights Agreement, a copy of which will be available on the Company's website and is incorporated herein by reference.
About Tix Corporation Tix Corporation (OTCQX: TIXC) provides discount ticketing services. It currently operates ten discount ticket stores in Las Vegas under its Tix4Tonight marquee, which offers up to a 50 percent discount for same-day shows, concerts, attractions and sporting events, as well as discount reservations for dining.
Safe Harbor Statement Except for the historical information contained herein, certain matters discussed in this press release are forward-looking statements which involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements about our financial position, and the risks associated with maintaining our ability to realize the full value of our NOLs. These forward-looking statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are discussed in the Company's filings with the OTCQX. The Company assumes no obligation to update these forward-looking statements. A copy of the Company's reports for the twelve months ended December 31, 2014 can be found on the Company website at www.tixcorp.com or at www.otcqx.com.
