Not So Marvel-ous

You never really know about these things, but based on the evidence to date, it seems a pretty safe bet that investors in Marvel Enterprises Inc. are risking a classic Wall Street hosing in the wake of the Spider-Man craze. 

The question they face is whether New York-based Marvel Enterprises (MVL), which holds the licensing rights to the Spider-Man comic book character, can hang onto anything close to the more than 375 percent in gains that its stock has racked up since last autumn now that the Spider-Man movie that has fueled the surge has debuted. 

Unfortunately, recent days suggest that the stock may already be starting to give back at least some of those gains, with the shares slipping more than 10 percent in just the four trading days following the Spider-Man movie's debut to a record-setting box office gate of $114 million over the May 4 weekend. 

No analysts on Wall Street actively cover the Marvel stock. But at least one smart investor seems to have known what to do without being told. 

That person is a Westchester fellow named Shelley Greenhaus, who runs a bottom-fisher's fund named Whippoorwill Associates and sits on the boards of both Barney's New York Inc. and Marvel Enterprises. 

In 1998, Greenhaus scooped up a truckload of Marvel's busted junk bonds after the com- pany went bankrupt in 1996 thanks to the maneuverings of financier Ronald "The Finagle King" Perelman. 

We'll get to Perelman's activities in a minute. But for now it is enough to know that Greenhaus wound up exchanging his junk bonds for a bit more than 3.5 million shares of stock and a seat on Marvel's board when the company emerged from bankruptcy in October of 1998. Thereafter, he increased his position to 4.2 million shares. 

Yet three weeks before the Spider-Man movie opened - and with the stock having nearly topped out at $7.70 per share - Greenhaus began registering to dump huge chunks of his position, announcing plans in a Securities and Exchange Commission filing on April 10 to sell $2.3 million worth of his shares, followed by another $3.5 million worth two weeks later. 

Finally, on May 1, mere days before the opening of the movie, he unloaded his biggest slug yet - registering to sell $4 million more worth of shares, thereby reducing his stake in the company by nearly 30 percent. 

Greenhaus was no fool. And, for that matter, neither was Morgan Stanley, which sold 20 percent of its own 2.2 million share stake in Marvel in the weeks leading up to the movie's opening day. 

Although Marvel Enterprises certainly stands to benefit at least somewhat from the Spider-Man release and the merchandising fandango that has accompanied it, it seems highly unlikely that the company will ever reap rewards big enough to justify its current price level. 

This is what happens all the time to stocks that get pumped up on the excitement surrounding the release of heavily promoted movies: They rise on the hype and sink back to earth on the reality that follows. 

Marvel reminds one of the Polish economy: Lots of promise, never much payoff. The company began life a million years ago as a publisher of comic books, and owns the rights to a ton of well-known fantasy characters, from Spider-Man to the so-called X-Men, Captain America, the Fantastic Four and the Incredible Hulk. 

Yet in spite of these assets, the company has rarely made much money. Until last year it hadn't actually shown a profit since 1996. What's more, the profit last year came by way of a one-time gain on the repurchase of some discounted bonds. 

Marvel sold stock to the public back at the start of the 1990s after The Finagle King Perelman acquired it for $82.5 million. Thereafter, he bulked it up with junk debt and witless acquisitions, then watched the whole thing collapse into bankruptcy in 1996 when it couldn't pay the interest on its bonds. 

You can read all about the legal fighting that followed in a delightfully entertaining book entitled Comic Wars by CBS newsman and best-selling author Dan Raviv. His book chronicles the struggles that ensued as financier Carl Icahn - another world-class Wall Street finagler - fought with Perelman for control of the business, which eventually wound up in the clutches of a kind of welterweight Wall Street finagler named Isaac Perlmutter. 

In the aftermath of all this, and with Marvel's financial future looking bleak, to say the least, the company licensed 20th Century Fox to make a movie out of X-Men, and Sony Pictures to make a movie out of Spider-Man. Both deals were, in effect, negotiated from positions of weakness, and the fact that the company has never revealed the specific royalty percentages in the deals suggests pretty clearly that they're not much to brag about. In the case of Spider-Man, the only number disclosed in company filings is a $10 million upfront "advance against future royalties," paid by Sony to Marvel in March of 1999 to make the Spider-Man movie. In other words, a decent-sized chunk of the company's royalty income from the movie had already been received - and had been factored into the price of the stock - more than three full years before the movie itself was actually released. 

Meanwhile, Marvel's overall business may no longer be on life-support, yet it hardly looks to be booming. Overall revenues fell 22 percent last year - the third straight year of decline - to barely $181 million. And had it not been for that one-time gain on the bond deal, the company would have reported a $1.27-per-share loss - an improvement over the year before but hardly much to crow about. 

What's more, nearly 75 percent of the company's assets are actually nothing but worthless goodwill. When you take that out of the picture, the balance sheet shows no tangible net worth at all. 

Industry sources say that the licensing percentage in the Spider-Man deal is rumored to be somewhere around 2 percent of the box office gross. And even if the gate is twice the $294 million taken in worldwide by X-Men (the most recent Hollywood movie based on comic book characters), Marvel's share would still be less than $12 million, or barely enough to cover the initial advance from Sony. 

There are bigger opportunities in merchandise licensing, to be sure. Consider Star Wars Episode I, which grossed more than three times the worldwide box office for X-Men. Industry data show that roughly $2 billion worth of Star Wars toys and other junk was sold at retail around the world through licensing deals of one sort or another. Yet Lucasfilm is thought to have collected only about 10 percent of the wholesale price of that merchandise, or roughly $100 million. Since industry insiders say Marvel must split its merchandising royalties 50/50 with Sony, simple math suggests that even if Spider-Man performs as well as Star Wars Episode 1 did, Marvel might nonetheless wind up taking in no more than $30 million or so in merchandising licensing fees over the next several years. And remember, a lot of Spider-Man junk has been in the market for years already, so the actual number will probably be smaller. 

Finally, even if Marvel's licensing income from Spider-Man were to jump by $30 million, the rest of the business seems set to continue its decline, suggesting that investors would be lucky to see the company's bottom line improve even to break-even. Such an expectation seems already to have been built into the stock at its $7.69 close on Friday. 

Bottom line? Even if everything goes just right it's hard to see Marvel rising from where it is. And any disappointments at all could easily send it right back where it was not so long ago. Take the money and run? Looks like Shelley Greenhaus knew what he was doing.