Digital Cinema: Transforming The Moviegoing Experience Bud Mayo, Chairman/CEO Digital Cinema Destinations Corp. ACG New Jersey Breakfast Meeting November 16, 2010 Notice Statements included in this presentation, which are not historical in nature, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act''). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects'', "anticipates'', "intends'', "plans'', “could”, “might”, "believes'', “seeks”, "estimates'' or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by the management of Digital Cinema Destinations Corp. d.b.a. Digiplex Destinations (“Digiplex”), are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties and assumptions about Digiplex, its technology, economic and market factors and the industries in which Digiplex does business, among other things. These statements are not guarantees of future performance and Digiplex has no specific intention to update these statements. This presentation shall not constitute an offer to sell nor the solicitation of an offer to buy the common stock nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state. 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In no event shall Digiplex or EFA be liable for any use of or reliance on such information, or for any inaccuracies or errors in such information and all analysis is considered preliminary. Valuation, borrowing availability, and projected results are subject to a more thorough examination of historical and current financial information. Strictly Confidential 2 Film Exhibition Industry Strictly Confidential 3 Film Exhibition Overview • Film industry still dominated by major studios − Major studios distribute ~82% of domestic films (Fox, WB, Disney, Universal, Sony, Paramount) − Mini-majors represent ~13% (DreamWorks, Lionsgate, Summit, Weinstein, MGM) − Content is key driver with studios seeking strong franchises for revenue growth • Exhibition industry remains strong − Over 39,000 total screens in the U.S. with top ten theatre circuits operating ~55% − The next ten operators represent ~6% − The remaining 16,000+ screens are operated by 749 different operators with circuits ranging from 1 to 180 screens − Patrons consider movies as relatively inexpensive entertainment making the industry resilient to recessionary pressures with 2010 domestic box office 3.4% ahead of 2008 and 2009 record years • Conversion to digital − Industry is in the process of converting from showing films using 35mm projectors to using digital projectors − Conversion ongoing internationally and is capital intensive − Provides benefits across the industry 35mm Projector Digital Projector Industry in Midst of a Significant Technology Conversion Strictly Confidential 4 Studio Market Share Lionsgate 7% Summit Weinstein 1% 1% Indies 4% Warner Brothers 17% DWs SKG 3% MGM/UA 2% Disney 10% Fox 16% Sony 11% NBC Universal 13% Paramount 15% Major Studios Distribute Over 80% of Film Product Strictly Confidential 5 Domestic Theatres Regal Entertainment AMC Entertainment Cinemark Carmike Cinemas Rave Motion Pictures Marcus Theatres Hollywood Theatres National Amusements Harkins Theatres Dickinson Theatres Top Ten Malco Theatres Georgia Theatre Company Great Escape Theatres Goodrich Quality Theatres Southern Theatres Clearview Theatres Landmark Theatres Starplex Cinemas Cobb Theatres Marquee Cinemas Next Ten 40+ Exhibitors with 50 to 180 Screens All Other Exhibitors No. of Screens 6,388 5,605 3,687 2,341 1,035 678 536 457 432 346 21,505 320 275 274 271 268 250 228 226 204 190 2,506 Market Share 16.4% 14.4% 9.5% 6.0% 2.7% 1.7% 1.5% 1.2% 1.1% 0.9% 55.1% 0.8% 0.7% 0.7% 0.7% 0.7% 0.6% 0.6% 0.6% 0.5% 0.5% 6.4% ~3,900 10.0% ~ 11,090 28.4% 55% 16% Source: Box Office Mojo Source: NATO Encyclopedia of Exhibition 55% of Screens Owned by Top Ten; Tier II Exhibitors at 16% Strictly Confidential 6 Gross Box Office Sales, in billions Annual Box Office Comparison $12.00 $10.00 $8.00 $6.00 $10.60 $8.78 $9.63 $9.66 $9.21 $4.00 $2.00 $0.00 YTD 2010 2009 2008 2007 2006 Source: Box Office Mojo through November 1, 2010 2010 Domestic Box Office is 2.9% Ahead of 2009 Record Year Strictly Confidential 7 Exhibition Recession Analysis in U.S. 12 8.00 7.00 10 5.00 6 4.00 3.00 4 2.00 Average Ticket Price ($) 8 2 1.00 Box Office Revenues Tickets Sold '09 '07 '05 '03 Jan-05 '01 '99 Average Ticket Price Jan-00 '97 '95 Jan-95 '93 '91 Jan-90 '89 '87 '85 Jan-85 '83 '81 Jan-80 '79 '77 Jan-75 '75 '73 Jan-70 '71 '69 '67 0.00 Jan-65 0 '65 Box Office Revenues ($Bs) Attendance (Bs) 6.00 Recession Period Box Office Has Performed Well During Recessions Strictly Confidential 8 Box Office Trends With New Competition U.S. Box Office (in billions) Commercial Penetration of New Media Forms “Competing” With Box Office: Cable •Cable VCR Internet DVD • * Red bar indicates a recession year. Source: SNL Kagan Continued Box Office Growth Despite Introductions of New Video Media Strictly Confidential 9 Digital Cinema Overview Strictly Confidential 10 Digital Cinema Background • Digital cinema is the use of digital technology to distribute and project films. − The most common medium for projecting films today is 35mm − The industry is seeking to convert to digital projectors; primary benefits are significant decreases in distribution cost for film studios and increased revenue opportunities for movie theatre operators − Digital process involves sending digital prints utilizing satellite or hard drive to theatres equipped with digital projectors, servers and software applications • To date, over 11,000 screens have been converted (cost at ~$70,000 per screen) − With ~39,000 screens in U.S. and ~110,000 worldwide, financing need exceeds $2.8 billion and $7.8 billion, respectively − First major conversion was Cinedigm’s deployment of 3,724 digital screens utilizing a $217 million debt financing led by GE Capital and $93 million of equity raised by Cinedigm. − Digital Cinema Implementation Partners (DCIP) closed a $660 million facility earlier this year for converting ~10,000 of Regal, AMC and Cinemark’s 15,000+ screens Satellite Film Delivery Digital Projector Digital 3-D • Digital cinema provides platform for 3-D films and alternative theatre content − 3-D films have been yielding an average ticket price premium of $2 to $5 − 3-D screens have been yielding ~2-3x the attendance of 2-D screens − Digital cinema allows showing of other content such as concerts and sports Sports in Theatres Conversion Progressing with Significant Financing Needed Strictly Confidential 11 Digital Cinema Conversion Progress • Conversion cost being paid from various sources − Senior debt financing primarily based on virtual print fee (“VPF”) payments made by studios each time a digital print is delivered to a theatre screen − Exhibitors pay one-time up-front fee that includes equipment installation costs − Vendors have provided limited equipment financing and/or mezzanine financing − Equity is more difficult to raise since returns are lower than normally expected • Conversion process has been slower than expected − Negotiations for studio agreements to pay virtual print fees were prolonged − Most major studio agreements finalized in late 2008, which was unfortunately when the capital markets collapsed. This delayed any related financings for over a year. • Transactions − Cinedigm announced a commitment from GE and Societe Generale for a $100 million senior debt facility to convert approximately 2,100 screens. (This transaction has yet to close.) − As previously mentioned, DCIP closed on $660 million for Regal, AMC and Cinemark earlier this year (JPMorgan led debt process; Blackstone led equity raise) − Sony is also converting screens − International conversions continue in Europe and Asia with groups such Arts Alliance and GDC Cinedigm and DCIP Are Only Large Scale Transactions Strictly Confidential 12 Digital Cinema Delivery Process Post-Production Site Digital Film Print Studio 1 Studio 2 Theatre Site Film Digital Master Produced Studio 3 Administration and Reporting Digital Film Print Screen 1 Theatre Servers And Projectors Satellite Uplink or Screen 2 Screen 3 Hard Disk Delivery Administration and Reporting • Post-production site receives 35mm film or digital film from studio • Encrypted digital film print received by theatre operating systems either via satellite or hard disk • Final film mastering is completed and digital film print is created • Encryption keys sent separately for security purposes • Digital film print sent to theatres via satellite or hard disk drive • Reporting of each film’s usage for theatre circuits and film studios through the use of digital cinema software Strictly Confidential 13 Digital Cinema Benefits Studio Benefits Theatre Benefits • Primarily distribution cost savings - estimated at ~$1 million per movie with such amount increasing after equipment financing is repaid • Improved security measures against piracy • Faster and easier delivery via satellite or hard drive • 3-D presentation: Marketing differentiator and ability to charge higher ticket price • Ability to present alternative content (e.g. concerts, live sports events) • Operating flexibility to more easily move films among screens • Ability to capitalize on release of 3-D movies Film Maker Benefits Consumer Benefits • Reduced time needed from post-production to release • Sharper image allows for advanced special effects • Improved experience as digital easily enables 3-D content and alternative content • Better resolution with no deterioration in quality over time • Large view format for alternative content Digital Cinema Benefits Are Across Film/Theatre Industry Strictly Confidential 14 2010 Major Releases ( 7of 12 in 3D) 3D 3D March 2010 June 2010 3D 3D 3D 3D March 2010 April 2010 3D 3D 3D 3D June 2010 July 2010 3D 3D May 2010 May 2010 May 2010 3D 3D Nov 2010 Strictly Confidential Nov 2010 Dec 2010 15 Announced 3D Releases 20 3D Films Scheduled in 2010 and Over 30 Planned for 2011 Select Upcoming 3D Releases Release Date Title Director Cast March Alice in Wonderland Tim Burton Johnny Depp, Anne Hathaway March How to Train Your Dragon Peter Hastings Gerard Butler, Jonah Hill, America Ferrera April Clash of the Titans Louis Leterrier Liam Neeson, Ralph Fiennes, Sam Worthington May Shrek Forever After Mike Mitchell Cameron Diaz, Eddie Murphy, Mike Myers June Toy Story 3 Lee Unkrich Tim Allen, Tom Hanks July Despicable Me Chris Renaud, Pierre Coffin Steve Carell, Danny McBride July Cats & Dogs 2 Brad Peyton Chris O'Donnell, David Milchard August Step Up 3-D Jon Chu Sharni Vinson, Rick Malambri August Piranha 3D Alexandre Aja Elisabeth Shue, Jerry O'Connell, Richard Dreyfuss September Guardians of Ga'Hoole Zack Snyder N/A October Alpha and Omega Ben Gluck Christina Ricci, Hayden Panettiere October Saw VII 3D David Hackl Tobin Bell, Tanedra Howard November Megamind Tom McGrath Ben Stiller, Tina Fey, Robert Downey Jr. November Harry Potter 7 David Yates Daniel Radcliffe, Emma Watson, Rupert Grint November Tangled (AKA Rapunzel) Dean Wellins Kristin Chenoweth, Mandy Moore December Yogi Bear Eric Brevig N/A December Tron Legacy Joseph Kosinski Jeff Bridges, Michael Sheen, Olivia Wilde Strictly Confidential 16 Alternative Content Samples 2008 2009 2010 Distributor Title Distributor Title Distributor Title NCM Metropolitan Opera Series Live NCM Metropolitan Opera Series Live NCM Metropolitan Opera Series Live Cinedigm San Franciso Opera Series Cinedigm BCS National Championship Florida vs. Oklahoma Live 3D NCM Boxing: Mayweather Mosley Live Cinedigm The Beatles Love Cinedigm NBA All Star Skills Contest Live 3D Cinedigm NCAA Basketball Championship Live 3D Duke vs. Butler Screenvision The NY Mets Theatre Simulcast Cinedigm Jonas Brothers Cinedigm Phish 3D Concert National Geographic U2 Vertigo Tour Cinedigm The Narrows Film Live Interviews with the Stars at Premier NCM Interviews with 'Lost' producers Live Cinedigm David Gilmour In Concert Cinedigm Michael Jackson Funeral Services Live NCM Drum Corps Int'l Competition Live Cinedigm Three Days of Grace at the Palace In Concert Cinedigm Dave Matthews Band 3D NCM Black-Eyed Peas Concert Live Cinedigm David Crowder Band In Concert Sony Video game event NCM UFC Championship Cinedigm Toby Mac Live In Concert NCM Lance Armstrong race and interview NCM Bill O'Reilly and Glen Beck Live Cinedigm Queen & Deep Purple In Concert NCM Boxing: Mayweather Marquez Live Cinema Events Dr. Dyer motivational presentation NCM Drum Corps Int'l Competition Live Cinedigm FIFA World Cup Final NCM 'Forever Plaid' Live Screenvision Stevie Wonder concert Sporting Events and Concerts are Increasing Theatre Revenue Sources Strictly Confidential 17 APPLYING TECHNOLOGY TO CREATE VALUE FOR INVESTORS AND CONSUMERS Strictly Confidential 18 Mission Statement: Digital Cinema Destination Corp. is dedicated to transforming movie theaters into digital entertainment centers. DCDC provides consumers with uniquely satisfying experiences, combining the full promise of digital technology with engaging, dynamic content that far transcends traditional movies. Beyond more “passive” theatergoing, DCDC allows its customers to actively engage in live and lively events. Its applicability and appeal are as unlimited as the number of these events held worldwide and the customer segments who enjoy them. Strictly Confidential 19 Objectives and Model Company Objectives • The Digiplex business model is to transform movie theatres into digital entertainment centers or destinations. • The strategy to execute this model is to acquire existing cash flow positive theatres in strategic markets, convert them to a digital format, and proactively program/market all forms of digital alternative content, such as sports and concerts, in addition to first run 2D and 3D movies. • The accretive cash flows associated with 3D films and alternative content will increase attendance, per capita box office, concessions and sponsorship/advertising revenues with high incremental EBITDA margins. Business Model • The traditional theatre model provides that weekly seating utilization is only 10-15% of capacity and less than 5% from Sunday to Thursday. • Utilization and margins will increase by providing more alternative content choices made possible with digital cinema technology. Such content can include sports, music, lectures, religious and video gaming, most of which will be shown during non-peak times. • Movies remain the “bread and butter” of the industry; however, all movies should not need to play five shows per day and seven days a week. Popular alternative content can be shown during specific show times that match audience demand and fill seats during days/times that are traditionally slow for theatres. • New technologies allow for significant upside, exploiting new opportunities deriving from more choices of content, including 3D films, live events and even live 3D events. Strictly Confidential 20 Marketing Marketing Strategy and PR • Marketing “with an attitude" will bring consumers to theatres for reasons other than just viewing movies. • Social media (e.g. Facebook, Twitter, YouTube) will find and attract targeted audiences to new forms of content, thus building a new community of theatre goers. • Interactive technologies in theatres (e.g. text messaging, Megaphone, Bluebite, video gaming) will engage audiences and sponsors. • Alternative programming will be “eventized” (e.g. tailgate parties for sports events, hawking concessions and selectively serving alcoholic beverages) with related food, drink, staff uniforms, atmospheres, audience and local PR outreach and radio/TV trade outs. • Local and extended audiences will receive regular, virtual and viral communication (e.g. email newsletters, social networking, special offers), which is comparable to how arenas and performing arts centers market today. Strictly Confidential 21 Value Creation Value Creation for Consumers • At a fraction of the price to attend a major event ($15 to $25) consumers will be able to see events from major sports arenas throughout the world in 3D (e.g. World Cup, Super Bowl) as well as other genres such as The Nutcracker from Lincoln Center, Opera from La Scala or the Met, and pop concerts (Dave Matthews, Phish) from Radio City, the Paladium, or Staples Center. • Customers will experience larger than life live images along with exceptional seats … each seat can be “the best seat in the house!” • Corporate, religious and professional groups will save time and consume less energy and money using Digiplex Destination theatres as a meeting place. • Live auctions and fundraisers will take place in reserved auditoriums across the U.S. • Fashion shows and other VIP-only sponsored events/parties will target demographic profiles and interact with local retailers. • Fun factor increases in these alternative content events when “shhhh” is replaced with “let’s get loud!” – Events will be brought to life with theme uniforms (e.g. baseball/umpire uniforms). – Events attracting a huge number of individuals gathering to experience something together builds excitement and a sense of community. Strictly Confidential 22 Value Creation (continued) Value Creation for Investors • Manage risk by acquiring existing, cash flow generating movie theatres in and around top DMAs, managed by team with proven track record of success. • Add value by converting all screens to digital 3D and opportunistically add screens where feasible and profitable. • Add screens to existing complexes where feasible. • Transform the theatre into an entertainment destination using marketing and programming strategies described above. • Produce incremental box office revenues from 3D premium priced programs and movies. • Increase per capita concession revenues accompanying alternative content music programs and sports events with food packages and per event (or regular, where possible) alcoholic beverage service. • Increase advertising and sponsorship revenues on: – Movie screens – theatre websites and location/event specific websites (i.e., Lincoln Center, Rolling Stone website) – Interactive technologies in lobbies – Outdoor signage Strictly Confidential 23 CONTACT INFORMATION: BUD MAYO BMAYO@DIGIPLEXDEST.COM Q & A TO FOLLOW A BRIEF VIDEO THANKS! 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