In my earlier post entitled “Topps to be Acquired by Eisner and Others“, I said that I would look over the company’s financials. I did and what I found is quite interesting.
First, you need to forget the $9.75 a share number you’ve seen reported as the offer from Tornante and Madison Dearborn. Topps (TOPP) has $84.87 million in cash and no debt. So, the $9.75 a share offer from Eisner et al. includes the acquisition of $2.19 per share in cash.
The offer for Topps’ operating business is $7.56 a share not $9.75 a share. When investors calculate standard valuation ratios such as price-to-earnings, price-to-sales, and price-to-book, they need to use the $7.56 a share number rather than the $9.75 a share number, because the utility of these ratios is in comparing an operating business to the price paid for that business.
For instance, although it first appears that Eisner et al. are making an offer that values Topps at over 100% of sales, this is an illusion. The offer values Topps at almost exactly one times sales – in fact, slightly less than one times sales.
Furthermore, Topps is expected to increase sales in the years ahead, because of certain favorable developments (brought on in part by management’s recent actions) that seem to have improved the outlook for the industry. I’ll address the issue of a “turnaround” later.
For now, it’s important to note that Topps’ current sales levels are not especially high – in fact, sales are roughly where they were in 2001.
Use of Cash
In that year, Topps spent close to $30 million to repurchase 2.81 million shares at $10.39 a share. Six years later, the entire company is set to be sold for $9.75 a share.
To be fair, Topps had more cash in 2001 than it has today. The difference in cash and investments is theoretically large enough to account for the $0.64 a share gap between the price at which Topps was enthusiastically buying in 2001 and the price at which Topps is now planning to sell itself. Regardless, this repurchase record betrays the fact that Topps’ board accepted an offer even they don’t believe to be substantially greater than what long-term shareholders will (eventually) be able to sell their shares for in the open market.
If that last statement is untrue, then either the 2001 repurchases were a negligent misuse of almost $30 million of company cash or unforeseeable events that occurred during the intervening years have permanently impaired the value of the business.
Which is more likely? Is management wrong now? Was it wrong then? Or, have circumstances conspired against the company?
If the 2001 repurchases were the error, perhaps they were an excusable error.
However, Topps’ long history of squandering cash is inexcusable. Almost exactly six years ago, Topps had $158.74 million in cash. Today, the entire company is being sold for $385.4 million dollars.
Over the last several years, Topps has spent far more …Read more