Teetering near default
on a tower of debt and days from being booted off
the Big Board, Journal Register Co. shows how strategic missteps and bad luck can imperil even as good a business as this highly profitable chain of community newspapers.
For all that’s wrong with JRC – and there is a quite lot, to be sure – the company’s 19.3% operating profit not only compares quite favorably with those of several of the largest Fortune 500 corporations but actually surpasses the margins of such giants as Chevron (18.5%), Wal-Mart (7.5%) and General Motors (3.5%).
The ability of JRC to continue generating rich profits at a time of unprecedented contraction in the newspaper business is the direct legacy of the rigorous expense management enforced by Robert Jelenic, the chief executive who ran the company for two decades until he resigned
in November to undergo cancer treatment.
In addition to leaving JRC with some of the leanest-running newspapers in the land, Mr. Jelenic also left the company with the hefty $628.4 million in debt that now threatens to force it into bankruptcy. Most of the debt results from one bold, but less than successful, acquisition he undertook in 2004 in an effort to keep the company’s sales, profits and stock price growing.
Not only did the transaction prove over time to be a serious miscalculation, but a steep drop in JRC’s sales in the last two years has made it increasingly unlikely that the company can generate enough profits in the future to service its ponderous debt.
Between 2005 and 2007, JRC’s sales tumbled 20.2% to $463.2 million, a drop nearly 2½ times greater than the over-all industry decline of 8.2% in the same period. (Some revenue was eliminated in JRC's sale of a few modest operating units, but the volume of the discontinued operations comes nowhere close to accounting for the disparity between the performance of the company and the industry as a whole.)
Caught between high debt and declining sales, the company today finds itself in a world of hurt:
:: JRC’s share price has fallen by 99% from a high of $21.84 in 2004 to $0.265 Friday at the New York Stock Exchange. The Big Board plans to ban the shares from trading this week, because the value of the company is too low to meet the minimum listing standards.
:: The company’s debt, which amounts to an untenable seven times its operating earnings for the last 12 months, is now rated at Caa1
by Moody’s Investor Services, which means the rating agency believes the company has better than a 1 in 3 chance
of default. Moody’s is concerned that the company cannot generate enough cash to cover the debt repayments scheduled for 2009.
:: The largest portion of the debt that threatens to force JRC into bankruptcy resulted from the acquisition for $415 million in 2004 of a group of community papers concentrated around economically distressed Detroit. To date, the company has been forced to write off $215 million
, or nearly 52%, of the value of those assets.
:: An investment banker has been hired
to explore the sale of some or all of the company’s assets, but few parties are interested in acquiring newspapers these days, given the the unsettled outlook for the industry. Further, it is questionable whether a buyer, if one materializes, would pay much more than the 7x earnings necessary to extinguish the company’s debt. This fear has caused investors to hammer the stock to the point it is all but worthless.
Ironically, JRC, which owns
22 daily newspapers and more than 300 non-daily publications in six geographic clusters, got its start as the reincarnation
of a newspaper empire that was run off the rails in the 1980s by Ralph Ingersoll II, a buccaneering publisher who built his eponymous empire by overpaying for newspapers and financing them with junk bonds.
When Ingersoll Publications collapsed under its debt in 1990, its investors turned to Bob Jelenic, Mr. Ingersoll’s protégé, to restart the company as Journal Register.
The strategy for JRC, which went public in 1997, was essentially the same as that of Ingersoll Publications: Build the company by aggregating neighboring newspapers into ever-larger clusters that would make it possible to sell advertising more efficiently while lowering the costs of producing the publications.
It’s a terrific idea, so long as you don’t overpay for acquisitions and have a plan to build sales while judiciously cutting costs. But the execution didn’t prove to be much better at JRC than it was for Ingersoll Publications.
As JRC pursued its rollup strategy, Mr. Jelenic sought to boost his company’s stock by aggressively reducing expenses to increase earnings as much as possible, thus earning the reputation as the most zealous cost cutter in the newspaper industry. “Nobody cinches the belt tighter than…Journal Register Co., where cost-cutting has become an art,” reported Forbes Magazine in a 2001 article
titled “Cheapskate Journalism.”
Beyond shrinking staff, benefits and newshole, JRC was known for such practices as printing on ever-thinner newsprint and requiring executives to check the odometers of journalists before reimbursing them for driving to their assignments. A former JRC publisher told
the American Journalism Review in 1999 that Mr. Jelenic sometimes demanded the instant firing of an employee, any employee, if his paper missed its weekly revenue target.
JRC produced some of the highest operating profits ever seen in the newspaper industry when its earnings before interest, taxes, depreciation and amortization (EBITDA) hit 29.1% in 2001. But it is hard to replicate annually such one-time savings as downsizing a newsroom or consolidating two printing plants into one. In the absence of significant sales growth from 2001 to 2003, JRC’s profitability, though still ample, began faltering.
To boost the company’s growth and potential for future profitability, Mr. Jelenic in 2004 bought 21st Century Newspapers in what it called “affluent markets”
in Michigan for $415 million, paying a generous 11.5x EBITDA
. But the domestic auto industry was facing a decline that, if anything, has accelerated since then.
The Michigan acquisition not only failed to produce the hoped-for sales and profits, but also saddled JRC with substantial debt at the same time revenues began falling at its properties and most other newspapers in the United States.
Now, JRC is caught in a squeeze it may not be able to survive. Unlike newspapers owned by other publishers that are trying to tough out the tough times by paring expenses, most JRC newspapers have little left to cut – and limited resources to build sales with new print and online products.
Despite its straitened circumstances, JRC in 2007 did manage to pay Mr. Jelenic more than $6.3 million
in salary, severance and other compensation, which represented a fourfold increase over the nearly $1.5 million he received the prior year.
As part of his severance arrangement, Mr. Jelenic got an extra 192,000
shares of JRC to add to the nearly 2.3 million
shares he already owns. Unfortunately, his stock, like mine, isn’t likely to be worth anything near what it used to be.