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Executives

Peter Cuneo - Vice-Chairman of the Board

Ken West - Executive Vice President, Chief Financial Officer

David Maisel - Executive Vice President, Office of the Chief Executive

John Turitzin - Executive Vice President, Office of the Chief Executive

Analysts

Michael Savner - Banc of America Securities

Eric Handler – Lehman Brothers

Drew Crum - Stifel Nicolaus

David Miller - Sanders Morris Harris

David Bank - RBC Capital Markets

Joe Hovorka - Raymond James

Barton Crockett – JP Morgan

Marvel Entertainment, Inc. (MVL) Q3 2007 Earnings Call November 5, 2007 9:00 AM ET

Operator

Welcome to the Marvel Entertainment 2007 third quarter results conference call. (Operator Instructions) I would now like to turn the conference call over to Peter Cuneo, Vice Chairman of Marvel Entertainment. Please go ahead, sir.

Peter Cuneo

Thank you, operator and good morning, everyone. My name is Peter Cuneo. With us today in New York City we also have David Maisel, the Chairman of Marvel Studios; John Turitzin, who is our Executive Vice President and General Counsel; and Ken West, who is Executive Vice President and Chief Financial Officer for Marvel.

As is our usual course of events, we're going to first have a reading of the Safe Harbor Statement and then we will have some opening remarks from Ken West and then we will open the floor for Q&A.

John Turitzin

Some of the statements that the company will make on this conference call such as the statements of the company's plans, expectations, and financial guidance are forward-looking. While forward-looking statements reflect the company's good faith beliefs, they are not guarantees of future performance and involve risks and uncertainties and the company's actual results could differ materially from those discussed on this phone call.

Some of these risks and uncertainties are described in today's news announcement and the company's filings with the Securities and Exchange Commission, including the company's reports on Form 8-K, 10-K, and 10-Q.

Marvel assumes no obligation to publicly update or revise any forward-looking statements.

Peter Cuneo

Thank you. Now Ken West has some prepared remarks.

Ken West

Thanks, Peter and good morning, everyone. Marvel's third quarter results issued early this morning reflect improved year-over-year operating income contributions from each of our businesses.

Now for some brief highlights for each of our segments:

Our third quarter licensing results reflect the continuous strength of the Marvel brand and its characters, highlighted by Spider-Man joint venture net sales of $24.2 million, principally composed of license overages. We expect to have continued strong overages from the joint venture in the current quarter as well.

In addition, Q3 licensing segment performance benefited from settlements of various licensee audit claims totaling $16.8 million related to the use of Marvel's intellectual property. Given the confidentiality clauses that are typical in our audit settlement agreements, we are not able to provide more detail on this benefit.

We also recorded modest year-over-year gains in international consumer products revenues, which gains were even stronger when one includes the international component of the joint venture licensing results, amounting to approximately $12 million.

Publishing continues to reflect continued strength in both the direct and mass market channels for both trade paperbacks and comics, driven by increased sales of special series including World War Hulk and Stephen King's Dark Tower. Operating margins in our publishing division rose to 43% and are consistent with the recent margins we have been achieving, reflective of the benefit of higher unit sales, which generate lower per-unit cost from larger print runs.

Marvel's toy segment net sales principally reflect fees from Hasbro under our five-year master toy license agreement, whereas our prior year third quarter revenues reflect wholesale revenues of toys produced and sold by Marvel. Reflecting this change in mix, toy segment operating margins rose to 61% in the recent quarter.

We have confirmed that two SKUs of Curious George products that we sold contained lead in excess of federal thresholds. We are working with the Consumer Product Safety Commission and following their procedures relating to this issue. We do expect to announce a recall of approximately 175,000 units in the next few weeks and have taken a reserve of approximately $1.1 million in our Q3 to provide for the estimated cost of this recall.

As for cash flows, they continue to be very strong in Q3 and year-to-date, enabling the company to continue to actively repurchase $126.1 million in Marvel common stock on the open market as disclosed in today's release.

As we have previously indicated, as Marvel continues to self-produce films, GAAP require that cash flows from operating activities be reduced for film spending, with the offsetting film borrowings presented in the cash flows from financing activities. As a result of this mismatch of slate spending and borrowings on the GAAP statement of cash flows, year-to-date cash flows from operating activities were just $16.3 million, as this figure was diminished by a net of $186 million spent on our slate of film productions for this period.

Our total film financing as of September 30, 2007 amounts to $241.6 million, including $40.1 million of capitalized fees and facility origination costs. We expect that borrowings under our film debt facilities will continue to grow the next few quarters as production and post-production continues on our two films slated for release next year.

Absent further stock repurchases, we anticipate ending 2007 with no borrowings other than film financings and a cash balance including restricted cash in the range of $40 million to $50 million.

At September 30, 2007, our fully diluted share count was 80.5 million shares. Assuming no additional share repurchases, we anticipate our weighted average diluted share count to approximate 78.3 million shares in Q4.

Now let's turn to our financial guidance, first for 2007. As indicated in this morning's release, based on the strong performance in Q3, we have raised our full-year 2007 net sales guidance to a range of $455 million to $475 million. Net income for 2007 is now anticipated to be in a range of $132 million to $138 million and reflecting a modestly lower weighted average share count for the full year, and we anticipate diluted EPS in a range of $1.60 to $1.65.

Like other studios, we do not plan to provide guidance on the box office or performance for our slate of Marvel-produced films. Accordingly, our 2008 financial guidance reflects only the operations from our licensing, publishing and toy segments, including consumer product licensing and toys for Iron Man and The Incredible Hulk. We collectively term revenues and expenses related to our self-produced feature films as film contributions.

With that background, our guidance for our core business, excluding Marvel's film contributions, is for net sales of $360 million to $400 million; net income of $100 million to $118 million; and diluted earnings per share of between $1.30 to $1.50 on an expected weighted average share count of approximately 78.6 million shares.

Our primary assumptions and drivers for 2008 financial guidance can be found on page 4 of this morning's release.

Finally, let me provide you with some color on our expectations on the timing of revenues associated with the performance of our self-produced feature films. Our distributors -- Paramount for Iron Man and Universal for The Incredible Hulk -- will provide with us monthly revenue reporting and cash approximately 45 days following each month's end. It is this reporting that trigger's Marvel's revenue recognition process.

It is important to note that our distributors will first offset print and advertising, or P&A costs, they incur for the films in addition to the distribution fee against their collections prior to the recording of new revenue to Marvel. Moving through the calendar, our distributors will also offset P&A costs and their distribution fees related to the release of each film's DVDs against revenues prior to their reporting any earned revenue to Marvel.

Accordingly, the box office success of each film, combined with the magnitude of P&A costs as well as the timing of each DVD release will directly impact the timing of when we're able to record initial contributions from the release of our feature films.

Let me now turn the call back over to Peter to commence the Q&A period.

Peter Cuneo

Thank you very much, Ken. Operator, we'd like to start the Q&A.

Question-and-Answer Session

Operator

Your first question comes from Michael Savner - Banc of America.

Michael Savner - Banc of America Securities

Were there any other one-time payments aside from the settlement of the audit claims? Any other one-time benefits either in the third quarter or that's implied in the fourth quarter guidance? Specifically what I'm thinking about is anything related to advances for future Spider-Man sequels or anything like that?

Peter Cuneo

No, Michael. The only one-time event was the net results of our audits.

Michael Savner - Banc of America Securities

I understand you're not wanting to give revenue guidance for the movies coming out next spring, but can you just give us an update on the cost side of the equation? If there's been any material change to the guidance you've given before, should we still be thinking of negative costs for you to the range of $140 million to $160 million and net P&A to you of $90 million to $100 million? Has anything changed dramatically in those cost assumptions?

David Maisel

I think what we've talked about as illustrative examples back in August of '06 was a production range of $100 million to $160 million and we will be in that range for these films given our best estimate right now of where we're going to end up. So nothing materially has changed from the illustrative examples that we've given in the past.

Michael Savner - Banc of America Securities

Okay, and at this point can you tighten the range on the two movies for next year? Are you going to be doing that going forward, or you're not going to do that? Because that's obviously a very big range and a year-and-a-half ago that was understandable; but as we're just a few months out, it would be helpful to get a little bit better sense of the cost side.

David Maisel

Yes, at this point, we're not planning to tighten the range in terms of the production estimates for the films. If that changes, obviously, we will let you guys know right away.

The P&A, just to be clear, it's a little bit premature for me to comment where the P&A is going end to up, as you might imagine. We're just entering the process now with our studio partners of determining the budget for the two films, but we will let you guys know if that falls outside of the illustrative range that we've given in the past.

Michael Savner - Banc of America Securities

Sure, and did you say a couple minutes ago that the revenue that you're going to see from Paramount, even domestically, there would be about a 45-day delay in that, is that right?

Ken West

Yes, collections each month will be reported and paid to us 45 days after the end of that month. Specifically as an example, if monies are collected let's assume in July, we would expect to collect our share September 15th.

Michael Savner - Banc of America Securities

lastly, the strike that was announced last night from the writers, should we assume that that won't have any impact on Iron Man and Hulk, and too early to talk about whether that has an impact in '09 yet?

David Maisel

That's right. It's very unlikely to have any impact at all on our '08 activities and it's too premature to see if that's going to impact our '09 development.

Operator

Your next question comes from Eric Handler – Lehman Brothers.

Eric Handler – Lehman Brothers

In terms of looking at your guidance for next year, specifically on licensing, I wonder if you could give a little bit more granularity? The numbers actually seem pretty good for licensing. Can you give some specifics? The international business, the guidance suggests about $60 million, which would easily be a record number for you guys. Specifically, are there any things in there that's been driving that from a product line perspective, maybe?

Secondly, with regard to the film financing, producers fees, is that going to be done in arrears as well?

Lastly, what does your earnings guidance suggest in terms of free cash flow for next year?

Peter Cuneo

Let me start with the international licensing for 2008. You're absolutely right, our international business continues to grow very, very nicely. I think this would be shared here, that generally speaking investors do not appreciate how strong the base business for Marvel is. I would simply define the base business from Marvel as a business that's not influenced by films in a particular year. Some of the hints of that are in fact the progress we've made internationally, although we have continued progress domestically as well, it's more dramatic internationally.

Also, look at our publishing business over the past couple of years. The publishing business is almost not affected at all by film releases. Also, that's a good reflection of Marvel's base. We're far less dependent now than we were years ago on films in each year.

So the international continues to grow for '08, as it has grown for the past number of years and we continue to have great expectations for that area.

David Maisel

I think the second part of your question was related to the film finances. As you might imagine, there are four incremental revenue streams that can come in from our film production activities. One is the consumer products revenues tied to those films; second is the producer fees; the third is the funds from the pre-sale territories; and the fourth is the result of the economics from the actual release of the movies.

Ken, perhaps you could talk through those four? The last three are not included at all in our guidance.

Ken West

So the elements included in page 4 of this morning's earnings release, hopefully provide you with the best estimate associated with building your models associated with our performance for 2008 to fit into the guidance range that we've already established and hopefully those are the indicators that will help you the best.

Eric Handler - Lehman Brothers

But the producer fees and the presales, are those recognized in arrears as well as the economics?

Ken West

Those items, which are excluded from our guidance, as we talked about the fact that everything to do with the film's release in 2008 is excluded from the guidance, those will be recognized upon release, depending upon the performance of the films and the guarantees of selling the foreign pre-sale territories. Those will be recognized in 2008 when we actually deliver the actual film in the can to the distributors to exploit in their specific territory.

Of course, those and all revenues associated with the film will be recognized at the anticipated ultimate gross margin on the entire stream of income and expenses built into the model for ultimate.

Eric Handler - Lehman Brothers

Free cash flow outlook for next year?

Ken West

2008 free cash flow is anticipated in the range of approximately $60 million, which compares to 2007 which was substantially more on the basis that there were three substantial differences that are non-recurring in '07 of course, that are not going to be built into '08's guidance.

The most significant of which was the fact that under the Hasbro license agreement, we collected $70 million pursuant to that license agreement in '07, there are no such collections required under the Hasbro license agreement in '08. So we'll continue to earn out those advances in '08.

Additionally, there's approximately $42 million of tax refunds that were received in '07 and those related to exercise options that were done in '06, for which we got a cash benefit refund this year; those are not expected in '08.

The third, but certainly the lesser element was the magnitude of the audit settlements that we benefit from Q3 of the $16 million plus.

Operator

Your next question comes from Drew Crum - Stifel Nicolaus.

Drew Crum - Stifel Nicolaus

First question pertains to comic book publishing, just looking at the industry data it looked like sales slowed in the month of September. I'm just wondering if there any spill over effect or delayed release of specific titles that will benefit your fourth quarter?

Second question, I just want to get an update on your macro perspective on toys. You were obviously very cautionary coming off the second quarter.

Third, if I could get the overages figure in the quarter and year-to-date? Thanks.

Peter Cuneo

Drew, it's Peter Cuneo, let me take at least the first question. With regard to comic book publishing, we feel very optimistic about the progress we've made. We don't foresee any real bump from anything that happened in September. We feel pretty good about our business for the fourth quarter as well and going on out into 2008.

With regard to the macro picture on toys, we continue to be very pleased with our relationship with Hasbro and with how that is going. I think they've expressed something similar on their calls as well.

David Maisel

Going forward regarding toys for '08 and beyond, we're very excited about the cooperation and the working relationship with Hasbro as we plan out the toys for Iron Man and for Hulk. It's very exciting to have a partner that is as excited about those properties as we are, developing a really great toy line, and also we'll be spending a significant amount of money advertising and marketing those properties, which we expect will help the films as well.

Ken West

Drew, you had a question in regard to the overages recognized in the quarter?

Drew Crum - Stifel Nicolaus

Correct.

Ken West

In the quarter we recognized approximately $23.5 million of overages both from our classic multi-character licenses and from the joint ventures, that's worldwide overages.

Drew Crum - Stifel Nicolaus

Ken, is there a year-to-date figure you can offer?

Ken West

Year-to-date of approximately $56 million through September 30.

Operator

Your next question comes from David Miller – Sanders Morris Harris.

David Miller - Sanders Morris Harris

Can I just get a sense of how those economics flow using the typical industry waterfall analogy with regard to Iron Man and Hulk. Should I assume that the first stair on the waterfall is the producer's fee and then after that you have the P&A and then the distribution fee assuming it's 8%, and then the credit facility. I'm actually wondering where the credit facility falls in the waterfall? If you can detail that, that would be great. Thanks.

David Maisel

In broad strokes, the first part of the waterfall are what would be called the gross fees and those would include our producer fee, but also include the distribution fee for our distribution partners, Paramount and Universal. We've never given specific guidance in terms of what that exact fee is.

After that is the recoupment of the distributor's expenses for the marketing distribution of the movie.

After that is the interest and fees and principal for the actual film itself, which is where the facility gets paid back; and then after that, of course, at the end of the waterfall, all of the remaining profits from the movie go to Marvel.

Operator

Your next question comes from David Bank - RBC Capital Markets.

David Bank - RBC Capital Markets

Just a little more color on the toys, if possible. You actually gave us some helpful guidance in terms of what I'm assuming the 10% from Marvel Studios in the licensing side is from Iron Man and from Hulk and some other characters, I just want to clarify and make sure that's correct.

Since you've given us that color on the licensing side, is there any way you could get a little bit more specific on the toy side in terms of order of magnitude of contribution, maybe relative to some of the other movies that you've had and some of the other characters, like as I said, it's not a Spider-Man, but is it a Ghost Rider, is it a Silver Surfer type order magnitude? Some additional color like that.

Ken West

Just to address your point in reference to the 10% from Marvel Studios that we have on page 4 of our guidance, that specifically relates to license revenue associated with both Spider-Man 3 and Fantastic Four 2 which we anticipate in 2008.

Peter Cuneo

There are no funds for the licensing of Iron Man and of Hulk in that line, David.

David Bank - RBC Capital Markets

Okay, and so none in the toy side as well?

Peter Cuneo

The merchandising and toys are up in the domestic and international numbers. With regard to where we see those, obviously very candidly, there's nothing in the world like Spider-Man. So when we look at Iron Man and Hulk, we have lower numbers built into our plans for next year. Iron Man being a first film which we think has lots of opportunity for merchandising and for toy sales, without we would obviously be conservative, it being the first film.

Secondly, on Hulk, which has more of a history, we did pretty well with Hulk 1 toys and merchandising. Our forecast would be a little more aggressive vis-à-vis Iron Man, but neither of them would be anything close to Spider-Man.

Operator

Your next question comes from Joe Hovorka - Raymond James.

Joe Hovorka - Raymond James

Thanks, guys. A couple of question related to the films. When does Hulk wrap up its principal photography?

David Maisel

Hulk has two weeks left of principal photography at this point.

Joe Hovorka - Raymond James

Can you give us a progress point on where Iron Man is? I know we wrapped up principal photography by the end of the second quarter. How much is complete at this point of the film?

David Maisel

Right now, we're, as you said, in post-production on Iron Man and we continue working through post-production, the visual effects, the editing, the music mixing, et cetera. That work normally will go all the way through the release delivery date of the film, when we hand it over to the distributors, which is normally five weeks prior to the release date of the movie itself.

Joe Hovorka - Raymond James

Can you give an indication of how much of the budget has been spent on Iron Man at this point? Not giving the dollar figure, but are you 80% of the way through the budget, is it more or less?

David Maisel

We wouldn't give specific numbers like that, but as you might imagine from the production budget, given that we're in post-production now, a greater than the majority of the budget has been spent at this point. Money being spent at this point is on editing and visual effects and music.

Joe Hovorka - Raymond James

I think on the last call you said as much as 70% of the budget could be spent on principal photography. Is that still fairly accurate?

David Maisel

As a rough number, that's a good illustrative number.

Joe Hovorka - Raymond James

I know this has been asked a bunch of times, but I think I may have miss it, the 5% or whatever the producer fee is, that is not included in the guidance, correct?

David Maisel

It's not included in the guidance and that's the 5% producer fee to Marvel Entertainment.

Operator

Your next question comes from Barton Crockett – JP Morgan.

Barton Crockett - JP Morgan

One thing that's always been interesting with your company is trying to really grapple with the lumpiness in the licensing revenue line from year to year and to just try and get at that, I wanted to ask you a couple of questions. One, in your '07 guidance, can you give us a sense of what you're anticipating in your revenue there from licensing in the licensing segment?

Peter Cuneo

Barton, as you know, we've never given guidance with regard to segments.

Barton Crockett - JP Morgan

Well, you're giving some for '08.

Peter Cuneo

Well we really didn’t give hard guidance, we gave some broad ranges but typically, we don't like to do that, and I think we're going to continue that policy at this point.

Barton Crockett - JP Morgan

Okay, that's fair. Assuming that the licensing line this year in '07 is somewhere in probably the $200 million-ish plus range, which is safe, I'm sure, just given I think you're already there, licensing in '06 was $127 million and now you're saying for '08, it's going to be in a range of $190 million to $215 million excluding the studio contribution. Clearly, there's a lot of kind of volatility there in that number.

Can you break down one element of it that I think might help us understand this a little bit better and that is the mix between upfront minimums and overages? You guys were giving some of that disclosure in years past and you've kind of scaled that back, but to my mind, that certainly helped explain some of the variance in '06 and might help us get some comfort with whether '08 is more like a trend line to build off or more unusual because of some great deals coming in the door?

Ken West

The accounting that's applied associated with all different licenses certainly come in all different colors and it really depends on the term specific in each individual contract as to the whether upfront the minimum guarantee can be accrued as compared to recognizing it as earned; depending upon, again, what elements are in the contract or on a cash received basis. So it's hard to anticipate, we do our best to associate it with the mix of all those three different parameters, but it's all dependent upon the actual terms of each individual negotiated contract.

Peter Cuneo

Barton, the trend over the years has been to more cash basis accounting in our licenses. I think that's an important point to make, which we of course, prefer, because then we and investors can actually see the cash that's coming in the door, but we still have a number of contracts where accrual-based accounting is applied, but it's our intent over time to go even more to cash basis.

Barton Crockett - JP Morgan

Leaving aside the cash basis, I'm wondering about is, is there anything unusual in terms of a large number of upfront minimums that are boosting '07 and/or boosting '08 that might not be there in '09, or is this a relatively normal run rate for upfront minimum payments?

Ken West

There's really nothing unusual other than the large advances under the Hasbro master toy license, but again, that did not affect the revenue recognition, that's just cash advances. So there's really nothing unusual in the comparison of '07 to '08 in the way we model.

Barton Crockett - JP Morgan

Switching gears here a little bit on the studio side, you talked about the recognition of revenues, but I wanted to make sure I understand the recognition of expenses on the studio. Can you outline what expenses would be recognized and how the timing of that would flow?

Ken West

Barton, when we actually develop the ultimate for both revenues and expenses for any film that's released, in essence it's going to drive to a gross margin on the film product itself. So to the extent if the ultimate revenues for any project were $500 million and the costs were to be $400 million for simplicity, then we'd have a 20% margin associated with every dollar of revenue when it's recognized and as it's recognized. Does that help?

Barton Crockett - JP Morgan

That does help, so basically you would recognize the film level expenses as you recognize the revenues?

Ken West

Correct. In the same proportion.

Barton Crockett - JP Morgan

Is there some base line level of spending though for the studio ex the film that would be flowing through the P&L next year? If so, is that in your guidance or excluded?

Ken West

There's nothing specifically associated with the release of either of these two films. What is included is the interest costs associated with the initial borrowing of the closing costs back in 2006 when we closed the financing, plus all the capitalized interest and such amortization. That's all.

Barton Crockett - JP Morgan

But there's also like some overhead in terms of base overhead that you guys had $1.2 million expense here in the quarter for the studio and some base overhead for script review before you're able to get green light. Is any of that in the guidance for next year?

Ken West

Yes. Our traditional studio overhead, that which we incurred day in and day out, of course is built into our core model and our core guidance.

Operator

Your next question comes from Joe Hovorka - Raymond James.

Joe Hovorka - Raymond James

Can you tell us how much you've shared with your license studios as far as the royalty share on the merchandise year-to-date?

Ken West

We've never really given that type of guidance and we've disclosed in the past that sharing with different studios ranges up to and including as much as 50% of our revenues, but that's just a number implicit in our numbers.

Joe Hovorka - Raymond James

When you gave your illustrative examples at your analyst meeting, all of your models were built on a seven-year ultimate revenue for the film. I know GAAP allows you to do over 10 and I think there would be a difference as far as amortization of the film costs if you did over 10 as opposed to 7. How will you be recognizing that in your financial statements? Would you do seven-year or ten-year amortizations?

Ken West

Joe, I think it's a little premature to address that at this present time, but as we get closer to mid-08, we will certainly be able to address all specifics and details associated with the revenue recognition for all film models.

Joe Hovorka - Raymond James

Lastly, the restricted cash on the balance sheet, can you remind me what that is? Is that related to the film facility?

Ken West

The restricted cash on the balance sheet at September 30 has two components, one of which relates to collection for the Spider-Man joint venture, which is simply restricted until distributed to both to Marvel for its share and to Sony for its share. That's a joint held account and also a balance that's been funded and awaits to have disbursements associated with the production cost spending for both the Iron Man and The Hulk production.

Joe Hovorka - Raymond James

And that's related to the reserve territories?

Ken West

No, that's related specifically to the borrowings for the film's production.

Operator

Mr. Cuneo, there are no further questions at this time. I'll turn the call back to you. Please continue with your presentation or closing remarks.

Peter Cuneo

Thank you very much, operator and thank you all for participating today and we look forward to talking with you again next quarter. Thanks again.

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