Slide1: The Topps Company
Slide2: Forward Looking Statement
This presentation includes certain statements that are forward-looking as defined by the Private Securities Litigation Reform Act of 1995. In particular, statements using words such as “may”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “predict”, “potential”, or words of similar import generally involve forward-looking statements. These forward-looking statements are based on the Company’s current expectations and projections about future events, and, therefore, these statements are subject to numerous risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by any forward-looking statements. Factors potentially contributing to such differences are described in further detail in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
Additional Information and Where to Find It
Topps stockholders are urged to read the preliminary proxy statement filed with the Securities and Exchange Commission, and the definitive proxy statement when it becomes available, because they contain important information. Investors may obtain free copies of these proxy statements through the website maintained by the SEC at www.sec.gov. In addition, investors may obtain free copies of these proxy statements from Topps by contacting Corporate Secretary, c/o The Topps Company, Inc., One Whitehall Street, New York, NY 10004.
Topps, its directors and named executive officers are participants in a solicitation of the Company's security holders in connection with its 2006 Annual Meeting of Stockholders. Security holders may obtain information regarding the names, affiliations and interests of such individuals in the Company's preliminary proxy statement dated June 12, 2006, as such information may be supplemented by the Company's definitive proxy statement when it is filed with the SEC.
The Path Forward: The Path Forward We are confident Topps has a strategic plan to promote its competitive strengths and enhance shareholder value for the short and long-term
We believe Topps’ Board and management have the right expertise and experience to execute strategy
Topps has and continues to actively pursue strategic initiatives to enhance shareholder value
We remain committed to returning capital to shareholders through cash dividends and share repurchases
We are aggressively progressing against Entertainment and Confectionery 3-year strategic plan to remove costs from the system and grow operating profit
We believe Topps’ Director nominees are best suited to lead the Company
We believe the dissidents’ interests are not aligned with those of other shareholders and will derail Topps’ value creating plan Vote “FOR” Topps’ Director Nominees
Topps Overview: Founded in 1938; 68-year operating history
Headquartered in New York City
Leading creator and marketer of distinctive confectionery and entertainment products
Portfolio of iconic, well-established brands
Confectionery: “Bazooka” bubble gum, “Ring Pop,” “Push Pop,” “Baby Bottle Pop,” “Juicy Drop Pop” lollipops
Entertainment: “Topps,” “Merlin,” “Bowman,” “Finest”
Strong partnerships, licensing relationships and distribution channels
NASDAQ-listed: TOPP (since 1987)
Market capitalization: approximately $340 million as of 5/26/06 (based on approximately 40 million shares outstanding) Topps Overview
Topps Has Consistently Returned Capital To Shareholders : Topps Has Consistently Returned Capital To Shareholders Cash dividends
Consistently paid cash dividends in each of the past 11 quarters
Dividends totaled $6.5 million per year
Share repurchases
Repurchased 9.3 million shares at a total cost of $87 million since 1999
September 2005: Board of Directors authorized 10b5-1 program to repurchase a minimum of 2 million shares over a 12-month period
Repurchased 1.3 million shares as of May 27, 2006
September 2005: Board increased share authorization by 3.4 million to 5 million
Over the past 5 years, Topps has returned $76 million, over 200% of cash flow from operations, to shareholders
Topps Competitive Strengths: Iconic, well-established brands
Leading positions
A leader in kids-branded confectionery products
Premier sports card company in the U.S.
Strong licensing relationships
U.S. sports cards
Longstanding licensing relationships related to Major League Baseball, National Football League and National Basketball Association
European soccer
Renewed and expanded rights to English Premier League in 2006, extending Topps’ license through 2010
Have rights to the Italian soccer team, A.S. Roma Calcio
Long history of securing top Entertainment licenses, including Star Wars, World Wrestling Entertainment, Barbie, Sponge Bob Square Pants, The Beatles, Michael Jackson and Pokemon
Developed own intellectual property: Wacky Packages and Garbage Pail Kids
Extensive distribution across virtually all retail channels
Confectionery: strong relationships with national accounts, brokers and distributors in U.S. and Europe
Entertainment: Company’s direct sales force serving both the hobby and mass markets
Products sold in over 44 countries and more than 25 languages
Well-respected in confectionery and entertainment industries
Won Confectionery Magazine Category Driver Award in each of the last three years
Consistent winner of annual sports card industry awards Topps Competitive Strengths
Topps Has Actively Pursued Strategic Initiatives To Enhance Shareholder Value: June 2004: Board and management began comprehensive review of businesses, assisted by Parthenon, a strategic consulting firm
Objective: Improve top and bottom line performance, reduce costs of the domestic Confectionery and Entertainment businesses and assess international Entertainment business
February 2005: Board engaged Lehman Brothers to pursue sale of Confectionery business
Implementation of strategic initiatives put on hold pending anticipated transaction
September 2005: Sale process terminated
Levels of indicated interest did not justify a sale
September 2005: Immediately began implementation of value-enhancing strategic initiatives identified from comprehensive review of businesses
Over the past nine months, experienced unprecedented nature and pace of change at Topps Topps Has Actively Pursued Strategic Initiatives To Enhance Shareholder Value
Topps Is Executing On Its Strategic Initiatives : Considerable progress has been made since September 2005
Reorganized the Company into two distinct business units, Entertainment and Confectionery, to:
Improve operating profitability
Clarify financial reporting
Drive individual accountability for performance
Redesigned incentive bonus plan
Implemented cost reduction initiatives
Executed two overhead reductions
Reduced (indirect) corporate costs
Implementing new systems to improve efficiency
Sharpened product development process
Engineered fundamental change in the sports card business
Relocated and re-launched Bazooka gum line
Strengthened management team with strategic hires
Developed and embarked upon Entertainment and Confectionery 3-year strategic plans
Have taken actions that will result in almost $8 million in cost savings, annualized
Expect to grow EBITDA from $5.6 million last year (fiscal 2006) to approximately $20 million in fiscal 2007 (prior to one-time costs) Topps Is Executing On Its Strategic Initiatives
Strategic Initiatives: Structural Changes To The Organization: Reorganized the Company into distinct business units, Confectionery and Entertainment
Promotes focus on delivering operating profit results
General Manager structure allows vertical alignment and single point of responsibility within each business unit
80% of Company now reports to a General Manager with P&L accountability (versus 20% prior to September 2005)
New financial reporting format increases visibility of costs internally and externally
Reporting operating profit after direct overhead
Implementation of a new bonus plan designed to promote business unit and/or corporate results and personal accountability Organizational Changes Designed To Promote A Culture Of
Achievement And Accountability Strategic Initiatives: Structural Changes To The Organization
Strategic Initiatives: Cost Reduction: Reducing U.S. compensation costs by 20% or $5.8 million annualized
September 2005: Headcount reductions resulted in $2.5 million cost savings on an annualized basis
June 2006: Headcount reductions resulted in an additional $3.3 million cost savings on an full-year basis
Reducing indirect costs by $2 million in fiscal 2007
Froze pension plan
Capped retiree medical costs
Lowered insurance, legal and consulting expenses
Implementing new systems to improve efficiency
Nearing completion of Phase 1 of ERP system to improve purchasing, order entry, customer service, credit and shipping functions
Implemented Synectics trade spending tracking and analysis system
Strategic Initiatives: Cost Reduction Removed Almost $8 Million Of Overhead Costs From The System Since September 2005
Strategic Initiatives: Entertainment Plan: Driving revenue through a three-pronged approach
Stop the Madness: reduce sports card proliferation, a cause of significant industry decline
Worked with licensors
Major League Baseball Players and Owners: reduced licensees from 4 to 2
National Football League Players and Owners: reduced licensees from 4 to 3
National Basketball Association Players and Owners: reduced licensees from 3 to 2
In MLB, the overall number of product releases was reduced from 90 last year to 40 this year
Own the Hobby: expand sales in the collector market
Building on the success of popularly priced products
Developing compelling new products for high-end collectors
Established a team dedicated to understanding and marketing to serious adult collectors
Bring ’Em Back: re-engage kids and adults sports fans
Enhancing marketing, including in-stadium promotions and kids-directed TV advertising
Partnering with kid and adult-friendly brands, including EA Sports, 2K Sports and SI for Kids
Developing new kids products, including Fantasy Fields; working with Geppetto Group, a leader in kids-focused consumer products
Lowering costs
June 2006: Restructured the organization and eliminated 20% of headcount
Negotiated a 20% reduction in pre-press costs which annualizes in excess of $0.5 million Topps Is Changing The Financial Trajectory Of Its Sports And Entertainment Business Strategic Initiatives: Entertainment Plan
Strategic Initiatives: Confectionery Plan: Become recognized as the expert in youth-oriented sugar confectionery products
Implement a robust and disciplined product development process
Employing a philosophy: “Fewer, Bigger, Better”
Developing new candy products to broaden appeal beyond kid audience – launching “Vertigo,” a unique product that leverages Topps’ hard candy expertise and marries it with chocolate for wider taste and target audience appeal
Enhancing existing brands through product innovation and line extensions
Solidify and grow core gum business
Re-launching Bazooka to unlock the value of this iconic brand
Relocated manufacturing to lower cost supplier
Introducing line extensions (i.e. gumballs, gum-filled pops)
Expand retail distribution of brands
Driving secondary in-store placement through merchandising vehicles and display
With new product formats, gain distribution in “back of store” and reduce reliance on front-end
Introduce product for Halloween and further strengthen overall seasonal business
Reduce costs of goods
Product-by-product breakdown to drive value and reduce costs
Working with third-party manufacturing partners to increase efficiencies and control costs Implementing A 3-Year Plan Designed To Position Topps As A Leader in Youth-Oriented Sugar Confectionery Products Strategic Initiatives: Confectionery Plan
Slide13: Arthur Shorin
Chairman and Chief Executive Officer since 1980
Scott Silverstein
President and Chief Operating Officer since August 2004; Executive Vice President since February 2000 with principal responsibility for U.S. Entertainment business, worldwide Pokemon business and Confectionery new product development; General Counsel from July 1993 until February 2000
Catherine Jessup
Vice President and Chief Financial Officer since 1995
Warren Friss
Vice President and General Manager of Entertainment since February 2005; Vice President and Internet General Manager since June 2001; General Counsel of the Company from February 2000 until May 2005
Sherry Schultz
Vice President and General Manager of Confectionery since June 2006; most recently co-founder of Consumer Products Innovations, a consulting firm; spent 22 years at Warner Lambert, becoming Vice President Corporate Development and Licensing of Confectionery; three years Vice President Global Business Development at Adams (a division of Pfizer)
Additional key hires since September 2005 to enhance management team and drive strategic initiatives
Mark Sapir, Kids sports marketing; former marketing director at Kraft Foods
Paul Cherrie, Bazooka re-launch and Topps Canada; former general manager of Concord Confections
Andrea Kelly, Confectionery new product development; formerly Category Manager – Marketing, Ferrero and Adams USA
Martin Tilney, European Confectionery marketing/sales; formerly with Pepsico/Quaker
Mike Gardner, Entertainment hobby sales; formerly with Playoff/Donruss
Joe Hauck, WizKids marketing; formerly with Wizards of the Coast
Management Team Has Vision, Commitment & Expertise Necessary To Execute Plan
Strong Corporate Governance: New Company proposals to be voted on by shareholders at 2006 annual meeting: to declassify the Board and allow holders of 25% of outstanding shares to call special meeting
Board comprised of a majority of independent, outside directors (7 of 8)
Established Nominating and Governance Committee in 2005 - oversees and assists the Board of Directors in reviewing and recommending various Board decisions
Nominating and Governance, Audit and Compensation Committees are comprised solely of independent directors
Active Board: seven meetings for the fiscal year ended February 25, 2006
Code of Business Conduct and Ethics that applies to all Topps employees
Corporate Governance Quotient: better than 83.2% of Russell 3000 companies and 70.5% of Food & Staples Retailing companies
No poison pill
Board has relevant mix of talents with hands-on business experience
Interests of Topps’ Board and management closely aligned with shareholders
Arthur Shorin owns 7.26% of outstanding shares including options
Other directors and senior management own approximately 5% of outstanding shares, including options Strong Corporate Governance
Slide15: The Choice is Clear: Vote “For” Topps’ Director Nominees
Slide16: Crescendo is a short-term, opportunistic investor – began buying stock in April 2006
NO proven track record creating shareholder value as operators of a public company
NO proven business plan for Topps
Pembridge settled its proxy contest with Topps last year prior to the Company’s 2005 Annual Meeting for $50,000
Dissidents’ Nominees Are Not Qualified To Lead Topps Dissidents’ Director nominees’ interests not aligned with those of long-term shareholders
Topps’ Board and Management Focused On Shareholder Value: We are confident Topps has a strategic plan to promote its competitive strengths and enhance shareholder value for the short and long-term
We believe Topps’ Board and management have the right expertise and experience to execute strategy
Topps has and continues to actively pursue strategic initiatives to enhance shareholder value
We remain committed to returning capital to shareholders through cash dividends and share repurchases
We are aggressively progressing against Entertainment and Confectionery 3-year strategic plan to remove costs from the system and grow operating profit by an annualized 25%
We believe Topps’ Director nominees are best suited to lead the Company
We believe the dissidents’ interests are not aligned with those of other shareholders and will derail Topps’ value creating plan
Topps’ Board and Management Focused On Shareholder Value Vote “FOR” Topps’ Director Nominees
Slide18: The Topps Company