Card Tank: The Topps Company

Becoming a sports card manufacturer would be tough. Could you imagine going up in front of the investors on Shark Tank pitching a new line of sports cards?  You'd probably be laughed off the floor. Considering that entry into the major sports card market is regulated, meaning, if you don't get a license with one of the leagues, NBA, NFL, MLB, NHL...... best of luck to you. The trail of bankrupt card companies from the last 20 years is long, and even some that had a license couldn't gain traction in what is now a very niche market. And only a few companies remain in a very low competition environment.

Stop The Madness Initiative
The Godfather of Baseball Cards, Topps, enjoys the fruit of no competition more then most. MLB Baseball cards generate the most revenue despite not being the USA's most popular sport.  A huge % of the sports card pie lies in the baseball card category. But there is very little incentive for MLB Properties to allow anyone other then Topps to produce licensed trading cards. Competitor Panini America does have a license with the MLBPA (Major League Baseball Players Association) as does Topps. But Panini does not have a MLB Properties (MLBP) license and can only show player images but not team names, uniforms, logos etc. MLBPA licensed cards are less popular with collectors.  The MLBP has seen, not just with trading cards, what the over dilution of licenses/products can do. Topps had a plan back in 2007 they dubbed "Stop the Madness", a long-term strategic initiative intended to put a stop to the crazy amount of products and licenses that boomed during the late 1990's - early 2000's. Instead of Topps seeking out licenses and throwing mud at the wall in hope some sticks, Topps wanted to reduce the number of licenses they had and also stamp out some of the little competition left.

Chief Operating Officer (at the time) Scott Silverstein puts the sports business in perspective in the 2006 Q3 Call: "In 1997 you had a big part of the sales and profits coming from the sports card business which had relatively few releases and was very high margin. Last year (2005) we did over 60 product releases with an incredible amount of complexity that both shrunk gross margins and increased overhead because of the complexity."

Topps began reducing the number of sports licenses shortly after 2007. In 2009-10 they released NBA Topps and Topps Chrome before Panini wiped everyone out of the NBA market with what has been called a whopping bid to land the exclusive. In reality 2008-09 was Topps' last year with a full run of Basketball cards. Topps hasn't produced NHL cards in many years. A Topps employee recently said at the NSCC Collector Panel that they would "love to (produce cards) in every sport" but that kind of decision moves far up the food chain and statements like that are just wishful employee speak. Topps made a business decision to limit the amount of licenses many years ago and focus on the cash cow (Baseball) portions of their product lines.

Buy Back Program: Not Cards Silly, Company Shares!
The Topps Company makes money. Make no mistake. Even in the difficult years of sports cards, post 1994, Topps made healthy earnings per share from 1990-2005 (note: 1997 was essentially flat). Sure some of that EPS is not exclusive to sports cards. Pokemon was owned by Topps, and it was a huge part of their business in the late 1990's. But Pokemon fell off quick. The candy business was so-so. Wisely, the company stacked cash - upwards of $158 million in the bank at one point (and no debt). Instead of returning that cash to shareholders (owners), the company decided in 2001 to "buy back" it's shares to try and create value for owners who held on during the lean years. Buying back shares is a simple idea. Think of it like this: if there were 100 copies of a 2011 Bowman Bryce Harper Card and Topps goes out, buys back 50 copies and burns them on YouTube, suddenly there are only 50 Harper cards left. The price of the 50 remaining Harper cards should go up. Same idea with a stock buyback. Topps buys back many millions of shares of it's own stock in hopes the shares left will be worth more.

Management Blunders Stock Buy Back, then Sells Company Cheap
The stock buy back was perhaps a great idea in theory, but Topps was sold just six years after the buy back program started, for less then what they were buying back shares for. Oops. By most accounts, Topps was led by poor management pre-2008 and the buy back blunder speaks to that. When the company was sold they had roughly $80 million in cash in the bank (off from reported highs of around $158.74 million pre buy back), and no debt. Still great numbers. An "$80 Million discount" to whomever bought it. So when Michael Eisner and Madison Dearborn partnered and got it for around $385 million, that number is very deceptive. Because they got the keys to the bank account with the $80 million in straight cash.  Essentially getting $80 million back right when they bought the company. A great deal, because they also got a company that can create an estimated average of $30 million in free cash flow each year.

Granted, we haven't seen any balance sheets since 2007, but there is little evidence that anything has been run into the ground in New York. In fact, Topps eliminated some competition, Upper Deck, in both the MLB and NFL markets since 2007. While Panini has entered the NFL market, they remain on the outside looking in on the cash cow that is the MLBP license. Topps is an iconic brand. An iconic American brand. Synonymous with the words baseball card. And that has huge value that can't be measured by money in the bank.

Competitor Upper Deck Guns to Buy Topps
The Topps brand is strong but the only known competing bid in 2007 to Eisner & Dearborn was from Upper Deck. At the time UD appeared healthy. Gaining market share on Topps, who was clearly their main competition in the sports segment. Upper Deck was the standard for innovation in the sports category, something that for Topps is not a main focus (more on this later).  Upper Deck even offered more money then Eisner & Dearborn. But not enough. The board of directors and shareholders of Topps had no reason to deal with Upper Deck when the FTC would be on their doorstep blocking a deal. Just like Google can't buy Yahoo. Verizon can't buy At&t. It's a simple term called a monopoly. And even in a niche as small as sports cards, the FTC would have unquestionably stepped in. And Upper Deck's offer was too low to be considered anyhow. The value of owning the Topps brand is worth, potentially more then the $80 million in cash sitting in the bank. Way more I would argue. Hundreds of millions in 'goodwill' value to a company like Upper Deck.

Upper Deck Innovates. Dearborn & Eisner Milk Cash Cows

But Eisner and Dearborn aren't looking at the Topps business from Upper Deck's (2007) perspective.  The 'goodwill' value of the brand meant something to them, but not as much as it would to competitor Upper Deck. Eisner and Dearborn saw a company in Topps they could buy at a $80 million discount and that rakes in maybe $30 million or more in straight cash each year. No debt either. They didn't come in to buy Topps to revolutionize the industry, they bought it to milk the cash cow business. Nothing wrong with that. That is not a negative reflection on Topps. That's business. That's Madison Dearborn Partners specialty. That's the type of business I'd invest a portion of my pie in.

Topps Doesn't Innovate. Because it's NOT Smart Business to do so.
Game used jersey cards didn't start with Topps. Autographs didn't either. Serial Numbering didn't either. Topps didn't jump into the "video card" hype a couple years ago. Sets like 2012 Topps Archives are popular, because they look like the old cards. The brand. The iconic brand of Topps sells cards. Card designs made many moons ago are used. Topps doesn't innovate in the sports card segment. They don't think of very many new ideas. Because they don't have to. And it would be a dumb business move to try and innovate (actual numbers listed, keep reading to "The Pit").

What is the incentive innovate? Spend a bunch of money to innovate a stagnant hobby? To compete against whom? And in the largest cash cow segment of the industry, the MLB, why do that? It literally makes no sense. Milk the potential average of $30 million coming in annually from the overall business.  Run a lean business. Cut headcount down to only the minimal amount. It's sounds awful from a hobby/collector perspective but that's business. And in reality, that's smart business. Could Topps spend a bunch of money on technology, talent, and marketing to grow the sports card business? Sure they could. But that's gambling. People like Dearborn and Eisner don't gamble. They see Topps is in a low to no competition niche market. They have a low priced product (for the most part). And did I mention is an iconic brand?! Throw in the $80 million discount. And oh yeah, when people thought the baseball card industry was dead - Topps was still a profitable no debt business! Heck yeah, I think Dearborn and Eisner got a great deal back in 2007.  It's why they still have the company. In present day 2012 - I'd be stunned if they didn't run a profit and have several million in the bank. Anything to the contrary would speak to mismanagement.

MLB Cards. The Cash Cow Sports Segment
Topps makes money on their MLB line. I'd fall out of my chair if they didn't. Every metric seems to suggest there is profitability there. How much money? Who knows. Even when Topps was a public company they didn't divulge "this is how much money we make specifically on MLB, NFL, etc." Packs used to cost $0.01-$1.00 up until about 1994-ish. The move to premium cards was aided by competitor Upper Deck. Pack prices soared and the market shifted from a fun kids hobby to more serious collectors buying cards that at times are described as investments. 

It's a smaller market now then it was in the early 1990's. What was a billion dollar market is now rumored to be in the hundreds of millions today. Of which Topps gets a huge chunk. Before selling to Dearborn and Eisner there were talks of Topps innovating in the sports segment. They started the now defunked eTopps and was the original owner of The Pit. Perhaps they saw back then a way to capitalize on the huge, massive secondary market of cards (that California's NASDAQ: EBAY has proven can be a large revenue stream).  Websites like eTopps and The Pit require a lot of time, headcount, some decent money, and some innovation. Topps reported a loss of $3.7 million from The Pit in Q3 2006. You can guess that the potential losses on eTopps was more. All of which flies in the face of what made Topps a solid business back then, and on the outside looking in, what makes it a good business today. Is there upside in having websites like The Pit and eTopps? Maybe, but again, it's gambling and remember, that's not what Eisner and Dearborn bought this company for.

NFL Can Profit, but More Risky
The NFL is different. I could see them having some profit swings in this segment. Even going back to old conference calls, 2006 was a big year for NFL cards because of rookies Reggie Bush, Matt Lineart, and Vince Young. While all of those guys flopped to an extent since, back then they were the hottest thing going.  Old employees in conference calls mentioned that some 2006 NFL card sets sales rose upwards of 50% over 2005 levels. That was all from the hype of Bush, Lineart and Young. 2005 featured a then struggling Alex Smith and an Aaron Rodgers who was sitting on the bench behind Brett Favre. NFL sales, more so then MLB believe it or not, are rookie card driven. As collectors have seen in 2012 Topps Football sets, autographs of Robert Griffin III and Andrew Luck are much more rare then other rookies. This all points to the rising costs of obtaining signatures of top NFL rookie stars. It wouldn't surprise me at all if Topps had to spend more, per autograph, for Luck and RGII, then autographs they purchased of MLB player Bryce Harper. The NFL is more popular in the USA as a sport, but Football cards are not nearly as popular as MLB cards.
That's where the NFL is a riskier business in a sense. And less profitable for sure. Why should Topps shell out huge money for RGIII and Luck to make them plentiful in products? When they can get more value out of creating better baseball brands. They also have competition in the NFL market in the form of Panini. You could get arguments on both sides of the aisle as to who creates better cards. But from a business perspective, who cares? If Topps can get away with limiting the key players (Luck, RGIII) and still run a profit, again, why gamble and beat your head against a competitor in Panini, who also appears healthy financially. It should be noted that most key players across all sports are "limited" in terms of their autographs inside packs. It's because they charge more then the average player. But sets like Topps Finest Football and Topps Platinum Football appear to have an even fewer amount of key player auto's (Luck & RGIII) then in past years.

The Future of Topps. Stick With What Works
They have a very simple business from the sports segment side. Try and limit the licensing to competitors. When you keep competition low it allows you to not innovate and just milk the iconic Topps brand. Topps is also limiting the sports licenses they have as well. Should Topps produce NHL, NBA, Lingerie Football League, Golf cards? They don't and I'd argue they are right in staying away.  Of course if the money is right on a licensing deal, then they will most certainly take advantage, but none of those sports are the cash cow that is MLB Baseball.  Again, sounds awful to the average collector who doesn't care about the balance sheet. But this on the surface appears to be a great business. Sure, not a business with a lot of upside. At all. But I can see exactly why Dearborn and Eisner bought it for the steady stream of cash flow annually, not to mention the $80 million discount. It's also a low risk business if they keep operating costs down (that's why you see low innovation, and low headcount).

MLB has no reason to get rid of Topps as a partner. They have been married since the 1950's so why the heck would that change? That bodes well tremendously for Topps. Could the MLB open up licensing? Perhaps, but that would seem probable they (the MLB) did research to suggest that the market is growing. Topps, by running a low innovation, low expense business actually helps keep the MLB baseball card market relatively flat.

Could Dearborn and Eisner eventually sell Topps? Sure they could. Dearborn just sold a company in the week this was written. But the line to buy a sports card company, even as iconic as Topps, is a much shorter one then the collector line at the NSCC for the exclusive Topps card sets. If it's still true that the company spits off $30 million in free cash flow each year...... by around 2017 Eisner and Dearborn can have their entire original investment ($385 Million) they made in 2007 - realized in cash profits (taking into account the $80 million in cash discount they got when they bought the company).

In reality it's very difficult to know the overall health of Topps. But Dearborn and Eisner aren't dumb. Dearborn is one of the leading private equity firms out there. They knew what they were getting into back in 2007. That is clear. Back then there were rumblings that Eisner was going to revolutionize the business. He's smarter then that. Don't work hard. Work smart. Topps when he bought it was a profitable business with no debt, nearly $100 million in cash, and little to no competition. Just milk that sucker. That's what I would do. That's a great business.

When Topps was a public company (TOPP) I held no shares in the company.

Leading up to the 2013 Las Vegas Industry Summit. I will chronicle Topps, Upper Deck's and Panini's business. Look for future installments soon. Send comments here: This email address is being protected from spambots. You need JavaScript enabled to view it.

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