UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended May 27, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from _____________ to ______________.
Commission File Number: 0-15817
THE TOPPS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2849283
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
One Whitehall Street, New York, NY 10004
(Address of principal executive offices, including zip code)
(212) 376-0300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
The number of outstanding shares of Common Stock as of July 5, 2000 was
45,460,000.
<PAGE>
THE TOPPS COMPANY, INC.
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
Index Page
Condensed Consolidated Balance Sheets as of
May 27, 2000 and February 26, 2000 3
Condensed Consolidated Statements of Operations
for the thirteen weeks ended May 27, 2000 and
May 29, 1999 4
Condensed Consolidated Statements of Comprehensive
Income for the thirteen weeks ended May 27, 2000
and May 29, 1999 5
Condensed Consolidated Statements of Cash Flows
for the thirteen weeks ended May 27, 2000 and
May 29, 1999 6
Notes to Condensed Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11
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PART II - OTHER INFORMATION
--------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 15
The condensed consolidated financial statements for the thirteen weeks ended May
27, 2000 included herein have been reviewed by Deloitte & Touche LLP independent
public accountants, in accordance with established professional standards for
such a review. The report of Deloitte & Touche LLP is included on page 10.
2
<PAGE>
THE TOPPS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
May February
27, 2000 26, 2000
-------- --------
(amounts in thousands
except share data)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents .............................. $ 87,373 $ 75,853
Accounts receivable - net .............................. 57,772 25,730
Inventories ............................................ 18,259 20,738
Income tax receivable .................................. 474 253
Deferred tax assets .................................... 4,347 5,737
Prepaid expenses and other current assets .............. 6,609 5,357
------- -------
TOTAL CURRENT ASSETS ............................... 174,834 133,668
------- -------
PROPERTY, PLANT, & EQUIPMENT ............................... 16,500 15,768
Less: accumulated depreciation and amortization ....... 6,841 6,587
------- -------
NET PROPERTY, PLANT & EQUIPMENT .................... 9,659 9,181
------- -------
INTANGIBLE ASSETS, net of accumulated
amortization of $43,966 and $43,312 as of May 27, 2000 . 56,934 57,588
and February 26, 2000, respectively
OTHER ASSETS ............................................... 2,931 2,876
--------- ---------
TOTAL ASSETS ....................................... $ 244,358 $ 203,313
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ....................................... $ 20,181 $ 18,958
Accrued expenses and other liabilities ................. 43,538 36,941
Income taxes payable ................................... 16,126 6,641
-------- --------
TOTAL CURRENT LIABILITIES .......................... 79,845 62,540
DEFERRED INCOME TAXES ...................................... 2,381 2,630
OTHER LIABILITIES .......................................... 9,221 8,968
-------- --------
TOTAL LIABILITIES .................................. 91,447 74,138
-------- -------
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share authorized
10,000,000 shares, none issued ..................... -- --
Common stock, par value $.01 per share, authorized
100,000,000 shares; issued 47,971,683 shares and
47,835,758 shares as of May 27, 2000 and February .. 480 478
26, 2000, respectively
Additional paid-in capital ............................... 18,981 18,498
Treasury stock, 2,585,500 shares and 2,012,500 shares
as of May 27, 2000 and February 26, 2000 respectively (21,133) (16,677)
Retained earnings ........................................ 158,015 128,990
Accumulated other comprehensive loss ..................... (3,432) (2,114)
------- --------
TOTAL STOCKHOLDERS' EQUITY ........................ 152,911 129,175
------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........ $ 244,358 $ 203,313
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.
3
<PAGE>
THE TOPPS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited)
Thirteen weeks ended
May May
27, 2000 29, 1999
-------- --------
(amounts in thousands,
except share data)
<S> <C> <C>
Net sales ................................... $ 144,332 $ 84,941
Cost of sales ............................... 71,919 47,194
------- -------
Gross profit on sales ................. 72,413 37,747
Other income (expense) ...................... 647 (92)
------- -------
73,060 37,655
Selling, general and administrative expenses 27,050 22,077
------- -------
Income from operations ................ 46,010 15,578
Interest income (expense), net .............. 811 129
------- -------
Income before provision for income taxes .... 46,821 15,707
Provision for income taxes .................. 17,792 6,440
------- -------
Net income ............................ $ 29,029 $ 9,267
======= =======
Net income per share - Basic ................ $ .64 $ .20
Net income per share - Diluted .............. $ .62 $ .20
Weighted average shares outstanding - basic . 45,581,000 46,427,000
Weighted average shares outstanding - diluted 46,789,000 47,176,000
</TABLE>
See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.
4
<PAGE>
THE TOPPS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
(Unaudited)
Thirteen weeks ended
May May
27, 2000 29, 1999
-------- --------
(amounts in thousands)
Net income .................... $ 29,029 $ 9,267
Currency translation adjustment (1,318) 406
-------- --------
Comprehensive income .......... $ 27,711 $ 9,673
See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.
5
<PAGE>
THE TOPPS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
Thirteen weeks ended
May May
27, 2000 29, 1999
(amounts in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income ........................................... $ 29,029 $ 9,267
Add(subtract) non-cash items included in net income:
Depreciation and amortization ................... 983 1,116
Deferred income taxes ........................... 1,141 (1,841)
Change in operating assets and liabilities:
Accounts receivable ............................. (32,042) (8,639)
Inventories ..................................... 2,479 1,513
Income tax receivable ........................... (221) 56
Prepaid expenses and other current assets ....... (1,252) 268
Payables and other current liabilities .......... 17,305 9,305
Other assets, liabilities, and comprehensive loss (1,113) 648
-------- -------
Cash provided by operating activities .... 16,309 11,693
-------- -------
Cash flows from investing activities:
Additions to property, plant and equipment ...... (818) (546)
-------- -------
Cash used in investing activities ........ (818) (546)
-------- -------
Cash flows from financing activities:
Reduction of debt ................................ -- (2,500)
Exercise of stock options ........................ 485 64
Repurchase of common stock ....................... (4,456) --
------- -------
Cash used in financing activities ....... (3,971) (2,436)
------- -------
Net increase in cash and cash equivalents ............... 11,520 8,711
Cash and cash equivalents at beginning of quarter ....... 75,853 41,728
------- -------
Cash and cash equivalents at end of quarter ............. $ 87,373 $ 50,439
======= =======
Supplemental disclosures of cash flow information:
Interest paid ........................................... $ 26 $ 315
Income taxes paid ....................................... $ 3,610 $ 3,124
</TABLE>
See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.
6
<PAGE>
THE TOPPS COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN WEEKS ENDED MAY 27, 2000
1. Basis of Presentation
The accompanying unaudited condensed interim consolidated financial
statements have been prepared by The Topps Company, Inc. and subsidiaries
(the "Company") pursuant to the rules and regulations of the Securities and
Exchange Commission and reflect all adjustments, which are, in the opinion
of management, considered necessary for a fair presentation. These
statements do not include all information required by generally accepted
accounting principles to be included in a full set of financial statements.
Operating results for the thirteen weeks ended May 27, 2000 and May 29,
1999 are not necessarily indicative of the results that may be expected for
the year ending March 3, 2001. For further information refer to the
consolidated financial statements and notes thereto in the Company's annual
report for the year ended February 26, 2000.
2. Quarterly Comparison
Management believes that quarter-to-quarter comparisons of sales and
operating results are affected by a number of factors, including the timing
of product introductions and variations in shipping and factory scheduling
requirements. Thus, annual sales and earnings amounts are unlikely to
consist of equal quarterly portions.
3. Inventories
(Unaudited)
May February
27, 2000 26, 2000
-------- --------
(amounts in thousands)
Raw materials ....................... $ 2,804 $ 3,171
Work in process .................... 805 529
Finished products .................. 14,650 17,038
------- -------
Total $18,259 $20,738
======= =======
4. Segment Information
Following is the breakdown of industry segments as required by SFAS No.
131. The Company has three reportable business segments: Collectible Sports
Products, Confectionery and Entertainment Products.
The Collectible Sports Products segment primarily consists of trading cards
featuring players from Major League Baseball, the National Basketball
Association, the National Football League and the National Hockey League as
well as sticker/album products featuring players from certain European
soccer leagues.
The Confectionery segment consists of a variety of lollipop products
including Ring Pop, Push Pop, Baby Bottle Pop and Flip Pop, the Bazooka
bubble gum line and other novelty confectionery products, including Pokemon
confectionery products.
7
<PAGE>
The Entertainment Products segment consists of trading cards, sticker/album
products and magazines featuring licenses from popular films, television
shows and other entertainment properties.
The Company's management evaluates the performance of each segment based
upon its contributed margin, which is profit after cost of goods, product
development, advertising and promotional costs and obsolescence, but before
unallocated general and administrative expenses and manufacturing overhead,
depreciation and amortization, other income (expense), interest and income
taxes.
The Company does not allocate assets among its business segments and
therefore does not include a breakdown of assets or depreciation and
amortization by segment.
<TABLE>
<CAPTION>
Thirteen weeks ended
May May
27, 2000 29, 1999
(In thousands of dollars)
<S> <C> <C>
Net Sales
Collectible Sports Products ................... $ 29,110 $ 40,308
Confectionery ................................. 52,442 33,887
Entertainment Products ........................ 62,780 10,746
------- -------
Total ......................................... $144,332 $ 84,941
======= =======
Contributed Margin
Collectible Sports Products ................... $ 12,853 $ 16,178
Confectionery ................................. 17,541 8,609
Entertainment Products ........................ 31,570 5,029
------- -------
Total ......................................... $ 61,964 $ 29,816
======= =======
Reconciliation of contributed margin to income
before provision for income taxes:
Total contributed margin ...................... $ 61,964 $ 29,816
Unallocated general and administrative expenses
and manufacturing overhead ................. (15,618) (13,030)
Depreciation & amortization ................... (983) (1,116)
Other income (expense) ........................ 647 (92)
------- -------
Income from operations ........................ 46,010 15,578
Interest income (expense), net ................ 811 129
------- -------
Income before provision for income taxes ...... $ 46,821 $ 15,707
======= =======
</TABLE>
5. Credit Agreement
On June 26, 2000, the Company entered into a credit agreement with Chase
Manhattan Bank and LaSalle Bank National Association. This credit agreement
replaced the previous agreement with Chase Manhattan Bank which was set to
expire on July 6, 2000. The new agreement provides for a $35.0 million
unsecured facility to cover revolver and letter of credit needs and expires
on June 26, 2004. Interest rates are variable and are a function of the
Company's EBITDA. The credit agreement contains restrictions and
prohibitions of a nature generally found in loan agreements of this type
and requires the Company, among other things, to comply with certain
financial covenants, limits the Company's ability to repurchase its shares,
sell or acquire assets or borrow additional money and prohibits the payment
of dividends.
8
<PAGE>
6. Accrued Expenses and Other Liabilities
The provision for estimated losses on sales returns, which previously had
been included in the balance of accrued expenses and other liabilities, has
been reclassified as a contra account to accounts receivable. This
presentation has been reflected on the condensed and consolidated balance
sheets as of May 27, 2000 and February 26, 2000.
7. Legal Proceedings
In November 1998, the Company was named as a defendant in a purported class
action commenced in the United States District Court for the Southern
District of California (the "California Court") entitled Rodriquez, et. al.
v. The Topps Company, Inc., No. CV 2121-B (AJB) (S.D. Cal.) (the "Class
Action"). The Class Action alleges that the Company violated the Racketeer
Influenced and Corrupt Organizations Act ("RICO"), and the California
Unfair Business Practices Act, by its practice of selling sports and
entertainment trading cards with randomly-inserted "insert" cards,
allegedly in violation of state and federal anti-gambling laws. The Class
Action seeks treble damages and attorneys' fees on behalf of all
individuals who purchased packs of cards at least in part to obtain an
"insert" card over a four-year period. On January 22, 1999, plaintiffs
moved to consolidate the Class Action with similar class actions pending
against several of the Company's principal competitors and licensors in the
California Court. On January 25, 1999, the Company moved to dismiss the
complaint, or, alternatively, to transfer the Class Action to the Eastern
District of New York or stay the Class Action pending the outcome of the
Declaratory Judgment Action pending in the Eastern District of New York. By
orders dated May 14, 1999, the California Court denied the Company's
motions to dismiss or transfer the Class Action but granted the Company's
motion to stay the Class Action pending the outcome of the Declaratory
Judgment Action. The California Court also denied plaintiffs' motion to
consolidate the Class Action with similar purported class actions. On April
18, 2000, the California Court entered an order requiring plaintiffs in the
Class Action as well as in the other purported Class Actions to show cause
why all such actions should not be dismissed. By order dated June 21, 2000,
the California Court vacated its May 14, 2000 order denying the Company's
motion to dismiss the Class, dismissed the RICO claim in the Class Action
nunc pro tunc with prejudice and without leave to replead, and dismissed
the pendent state law claims without prejudice. Plaintiffs are likely to
appeal the California Court's June 21, 2000 dismissal of the Class Action.
If the Class Action were reinstated on appeal, an adverse outcome in the
Class Action could materially effect the Company's future plans and
results.
9
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------
Board of Directors and Stockholders
The Topps Company, Inc.
We have made a review of the accompanying condensed consolidated balance sheet
of The Topps Company, Inc. and subsidiaries (the "Company") as of May 27, 2000,
and the related condensed consolidated statements of operations and cash flows
for the thirteen week periods ended May 27, 2000 and May 29, 1999. These
financial statements are the responsibility of the Corporation's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of obtaining an understanding of the system for
the preparation of interim financial information, applying analytical procedures
to financial data and of making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with auditing standards generally accepted in the United
States of America, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of the Company as of February 26,
2000, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the year then ended (not presented herein); and in
our report dated March 30, 2000 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of February 26, 2000 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
DELOITTE & TOUCHE LLP
/Signature/
June 22, 2000
New York, New York
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
First Quarter Fiscal Year 2001 versus Fiscal Year 2000
------------------------------------------------------
The following table sets forth, for the periods indicated, net sales by key
business segment:
May May
27, 2000 29, 1999
-------- --------
(In thousands of dollars)
Collectible Sports Products.... $ 29,110 $ 40,308
Confectionery ................. 52,442 33,887
Entertainment Products ........ 62,780 10,746
------- ------
Total ......................... $144,332 $ 84,941
======= ======
Net sales for the first quarter of fiscal 2001 increased 69.9% to $144.3 million
from $84.9 million for the same period last year. This was the result of
increased sales of confectionery and entertainment products which more than
offset a decline in collectible sports products.
Net sales of collectible sports products, which consist of both sports cards and
sports sticker/album products, decreased 27.8% to $29.1 million in the first
quarter of fiscal 2001 from $40.3 million in the comparable period last year.
Sales comparisons this year versus last were affected by the NBA lockout which
resulted in an unusual quantity of basketball product being shipped in the year
ago period. Sales of baseball cards and European soccer sticker/album products
were also less this year than last.
Net sales of confectionery products increased 54.8% in the first quarter of this
year to $52.4 million from $33.9 million in fiscal 2000. Included in fiscal 2001
sales are $13.0 million of Pokemon confectionery products. Excluding Pokemon
products, sales of core confectionery products increased 16.5%, primarily driven
by the further success of Baby Bottle Pop worldwide and growth of Push Pop in
Japan and the U.S.
Net sales of entertainment products, which consist of entertainment cards and
sticker/album products, increased to $62.8 million in the first quarter of
fiscal 2001 from $10.7 million in fiscal 2000, primarily due to the success of
Pokemon cards and sticker/album products in Europe.
Gross profit as a percentage of net sales for the first quarter of fiscal 2001
increased to 50.2% as compared with 44.4% for the same period last year. This
margin improvement was the result of several factors, including the increased
mix of high-margin entertainment products, higher revenues, in general, which
provided for the further leverage of fixed costs, and real cost improvements,
particularly in the area of obsolescence.
Other income (expense) of $647,000 this year versus an expense of $92,000 last
year was the result of higher levels of prompt payment discounts on European
inventory purchases and a reduction in foreign exchange translation losses.
Selling, general and administrative ("SG&A") expenses decreased as a percentage
of net sales to 18.7% in the first quarter of fiscal 2001 from 26.0% a year ago
as a result of higher sales. SG&A dollar spending increased to $27.1 million
from $22.1 million due to higher freight costs and broker commissions as a
result of the increase in sales, greater expenditures for advertising and
marketing, earlier recognition of the annual incentive bonus plan and the
Company's investment in its Internet initiative.
11
<PAGE>
Net interest income (expense) increased to $811,000 in fiscal 2001 from $129,000
in fiscal 2000 due to the elimination of the Company's loan balance and an
increase in cash on hand.
Net income for the first quarter of fiscal 2001 was $29.0 million, or $0.62 per
fully diluted share, as compared with $9.3 million, or $0.20 per fully diluted
share last year.
Liquidity and Capital Resources
-------------------------------
On June 27, 2000, the Company entered into a credit agreement with Chase
Manhattan Bank and LaSalle Bank National Association. This credit agreement
replaced the previous agreement with Chase Manhattan Bank which was set to
expire on July 6, 2000. The new agreement provides for a $35.0 million unsecured
facility to cover revolver and letter of credit needs and expires on June 26,
2004. Interest rates are variable and are a function of the Company's EBITDA.
The credit agreement contains restrictions and prohibitions of a nature
generally found in loan agreements of this type and requires the Company, among
other things, to comply with certain financial covenants, limits the Company's
ability to repurchase its shares, sell or acquire assets or borrow additional
money and prohibits the payment of dividends.
In October 1999, the Board of Directors authorized the Company to repurchase up
to 5 million shares of its stock. As of May 27, 2000, the Company had
repurchased a total of 1,483,000 shares at an average price of $8.22. During the
first quarter of fiscal 2001 alone, the Company repurchased 543,000 shares at an
average price of $8.17.
As of May 27, 2000, the Company had $87.4 million in cash and cash equivalents.
During the first quarter of fiscal 2001, the Company's net increase in cash and
cash equivalents was $11.5 million versus $8.7 million in fiscal 2000. Cash
provided by operating activities in the first quarter of this year was $16.3
million versus $11.7 million last year, as higher net income and an increase in
payables and other current liabilities were partially offset by an increase in
receivables. Cash used in investing activities this quarter reflects $818,000 in
capital expenditures compared with $546,000 in capital expenditures last year.
Cash used in financing activities reflects the use of $4.5 million to repurchase
Company stock this year versus debt payments of $2.5 million in the first
quarter of last year.
Management believes that the Company has adequate means to meet its liquidity
and capital resource needs over the foreseeable future.
12
<PAGE>
Cautionary Statements
---------------------
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995 (the 'Reform Act"), the Company is hereby filing
cautionary statements identifying important factors that could cause actual
results to differ materially from those projected in any forward-looking
statements of the Company made by or on behalf of the Company, whether oral or
written. Among the factors that could cause the Company's actual results to
differ materially from those indicated in any such forward statements are: (i)
the failure of certain of the Company's principal products, particularly sports
cards, entertainment cards, lollipops and sticker/album collections, to achieve
expected sales levels; (ii) quarterly fluctuations in results; (iii) the
Company's loss of important licensing arrangements; (iv) technological,
production, legal costs or other problems which result in the Company's
inability to launch its Internet initiative; (v) the failure of the Company's
Internet initiative to achieve expected levels of success; (vi) the Company's
loss of important supply arrangements with third parties; (vii) the loss of any
of the Company's key customers or distributors; (viii) further prolonged and
material contraction in the trading card industry as a whole; (ix) further
declines in the sale of U.K. Premier League sticker/album collections; (x)
excessive returns of the Company's products; (xi) civil unrest, currency
devaluation or political upheaval in certain foreign countries in which the
Company conducts business; as well as other risks detailed from time to time in
the Company's reports and registration statements filed with the Securities and
Exchange Commission.
.
13
<PAGE>
THE TOPPS COMPANY, INC.
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company took place on June 29, 2000
for the following purposes:
1. To elect three directors;
2. To ratify the appointment of auditors.
The results of the matters voted on are as follows:
For Against Abstentions
--- ------- -----------
1. Election of Directors
Arthur T. Shorin 41,421,017 983,452 0
Wm. Brian Little 41,478,315 926,154 0
Stanley Tulchin 41,461,414 943,055 0
2. Ratification of appointment
of auditors 42,150,870 140,230 113,369
14
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits as required by Item 601 of Regulation S-K
10.39 Credit Agreement dated June 26, 2000
with The Chase Manhattan Bank
15
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE TOPPS COMPANY, INC.
-----------------------
Registrant
/s/ Catherine Jessup
------------------------------
Vice President-Chief Financial
Officer
July 11, 2000
16
