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TFE THE FILM ENTREPRENEUR:
A Newsletter for Independent Filmmakers and Investors

LOUISE LEVISON, EDITOR AND PUBLISHER
VOL 19. NO. 6 DECEMBER 2012

INDIE REVENUE MAKES HISTORY AT $4.5 BILLION!
The independent film market is alive and thriving. The independent box office in North America
in 2012 was $4.5 billion and 41.7 percent of the $10.8 billion total box office of all films. While
that is what you put in the Executive Summary of the business plan, I also have tried this year to
calm the naysayers by showing a different version for filmmakers and prognosticators.
Due to the number of higher revenue producing films distributed by studios, I have felt it
unlikely that the indie segment would ever be as high as 40 percent of the total. Logically, with
many indie films being in the low-to moderate budget range, we cant really compete on a total
box office basis. Typically, the high-budgeted films distributed by the large indie companies
match films from the previous year in genre and style. The one film that I feel made the 2012
indie percentage an anomaly is The Hunger Games. With a $408 million domestic box office, it
earned $121 million more than The Twilight Saga: Breaking Dawn-Part 2 and $126 million
more than The Twilight Saga: Breaking Dawn-Part 1 (which earned $274.3 million of the total
in 2011). Without The Hunger Games, the indie percentage of the total box office would be 37
percent. From 2000 to 2011, it has averaged about 35 percent of the total box office.
Another interesting difference for the independent box office in 2012 is that the box office
remained higher in total revenue in comparison to 2011 throughout the year. In most years, the
current indie box office has been less than or equal to the previous year until summer. In either
August or September, it usually will begin to move higher as we get closer to the last quarter,
when revenues are driven by the annual Oscar hunt. Revenues in the first quarter generally are
driven by Oscar-nominated films released on Christmas Day or later in the previous year. When
we again look at The Hunger Games, however, the film was released in March and had earned
$403 million by the end of June. Of course, this discussion about one film does not take away
from the fact that 2012 was an extraordinary year for independent films, whether large of small.
It just gives us a better perspective for looking at the years results. The total domestic box office

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is up 6.14 percent from 2011, per www.boxoffice.com. Likewise, the organization estimates
tickets sold at 1,361,617, or up 6.01 percent. The international box office is estimated to have hit
a new high in 2012, growing 2 percent to an estimated $22.8 billion through December 31
compared to 2011s record $22.4 billion. The official numbers for these totals will be validated
by the Motion Picture Association of Americas Theatrical Market Statistics report released in
February or March.
(Excerpted from Louise Levisons blog on Baseline. For the rest of the discussion, go to:
http://www.baselineintel.com/research-wrap.)

TORONTO FILM FESTIVAL
The 38
th
edition of the Toronto International Film Festival (TIFF) opened on September 6, 2012
with 372 films, 289 features and 83 shorts, compared to 337 films in 2011 (269 features and 68
shorts ). As with Sundance and Cannes before it, the number of films submitted films has not
slowed down. Of the 4,143 submissions, 3,191 were international and 952 Canadian compared
to 3,461 films (2,502 international and 959 Canadian) in 2011. The official TIFF press release
reported that 29 films were picked up during the festival but did not enumerate all of them. For
example, Sony Classics were said to have picked up a couple of small titles. FilmDistrict and
other distributors left by the weekend without initially acquiring any films. There is no way to
know what those titles were, although they certainly would be of interest to readers of this
newsletter. FilmDistrict and other distributors left presumably without picking up anything at
that time. Prices were the same as at other markets and festivals during the year. The lesson is
that the market is back and the ecosystem is healthy, one dealmaker told Mike Fleming of
deadline.com. There are buyers for the smaller movies that didnt exist a year ago. But we are
never going back to the place where those tiny films sell for $5M. The biggest deal that was
reported was $3M paid by Focus Features for The Place Beyond the Pines, featuring an
impressive cast headed by Ryan Gosling, Eva Mendes and Bradley Cooper. Directed by Derek
Cianfrance (Blue Valentine), it is a multigenerational, multicharacter epic drama, Focus CEO
James Schamus told The Wall Street Journal. While theater owners are looking for films shorter
than Pines 140 minutes running time, Schamus told the Journal that only the director would
decide if it should be cut. While multi-platform is now a part of most distribution, theatrical still
appeared to be part of the mix for the acquired films. The best comment was from the wrap.com,
which pointed out that the TIFF is where you go to win an Oscar, as each of the past five Best
Picture winners screened at the festival.
Acquisitions from the festival are on the next page.


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FILMS ACQUIRED FOR U.S. DISTRIBUTION AT TORONTO

FILM DISTRIBUTOR TERRITORY PRICE
Aftershock Dimension U.S. $2M
Byzantium IFC Films U.S. $2M
Clown Dimension U.S. $2M
Frances Ha IFC U.S. n/a
Imogene Roadside/Lionsgate U.S./International $2M
Inescapable IFC U.S. n/a
Lords of Salem, The Anchor Bay U.S. $2M
Midnights Children Paladin/108 Media U.S.
Much Ado About Nothing Roadside/Lionsgate U.S./International n/a
Place Beyond the Pines, The Focus Features U. S. $2.5-$3.0M
Reluctant Fundamentalist, The IFC North America n/a
Still Samuel Goldwyn U.S. n/a
Stories We Tell Roadside U.S. n/a
Thanks for Sharing Roadside/Lionsgate U.S./International n/a
We and I, The Paladin U.S. n/a
What Maisie Knew Millennium Films U.S. n/a
Writers Millennium Films U.S. n/a


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BUSY, BUSY AMERICAN FILM MARKET
The 2012 American Film Market (AFM) presented by the Independent Film & Television
Alliance (IFTA) in Santa Monica (CA) experienced an upward trend buying companies with
more than 120 companies from 23 countries making their Market debut a record high. Total
buyers rose 6 percent to 1,616 or 97 more than a year ago with 35 more buying companies
than in 2011 for a total of 753. AFM also reported that that attendance by Latin American
executives climbed 17 percent, followed by a 14 percent surge in Asian buyers. Jonathan Wolf,
AFM Managing Director and Executive Vice President of commented, The healthy growth in
new buying companies is the most important metric for us. It shows that the global marketplace
for independent film is continuing to expand. Overall, the market drew more than 7,749 people
in attendance.
Although initially sellers worried about the effect of Hurricane Sandy on the East Coast as AFM
was about to open, buyers reported strong sales and high prices demonstrating the strength and
resourcefulness of the independent sector of the film market and the continued role of
independent film worldwide. Buyers reported asking prices for the top titles were high,
particularly for Latin America and China. 2012 brought a new era in relations between U.S.
product and China. In an interview with The Hollywood Reporter, Jean Prewitt, President and
CEO of IFTA, said that shortly after she came on board ten years ago and Jonathan Wolf started
running the market, they established a relationship with a full-time government relations firm in
D.C. andhave active involvement in a number of U.S. government negotiations and trade
committees. The most recent high-profile example was this years U.S.-China film agreement.
The market had the usual mix of high concept, star-driven product with lower-budget, story-
driven product. While the usual suspects held forth on the sweet spot for a budget being in
the $15m-$35m range, lower budget films still were picked up. Buyers did appear to want to
take their time in evaluating product. Whereas many felt the need to refill the distribution
pipeline in 2011 after the two previous years of economic downturn, they were looking ahead to
sales in 2014 in some cases. FilmNations CEO Glen Basner told screendaily.com, In good
times and bad times, the film has to make senseIf films do not definitively make sense, the
people will wait and see.
QEDs Bill Block told Variety, We are taking a filmmaker-driven approach, he adds. The
key is finding projects with a clear audience target. As for investing in films yet-to-be-made,
Marc Schipper, CEO of Exclusive Media said, If youre an investor with a lot of money, the
film industry has a potentially high rate of return, says. Investing in films gives them a bit of
diversification in their portfolio. He was referring to companies like Emmett/Furla and Cross
Creek Pictures; however, it is the same for the individual investor.
The AFM Conferences, which launched in 2011, spoke to large audiences of more than 700 in
attendance each day. At the film finance panel, which discussed how social media, new
distribution windows and good scripts are all helping indies gain ground in a changing media

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landscape, there seemed to be agreement that while we have new systems of distribution, when it
comes to forecasting what will be, screenwriter William Goldmans quote still applies: Nobody
knows anything. Open Road CEO Ortenberg noted that day-and-date multiplatform releases
were fine for some films but would find others cut off at the knees if they wanted to expand
theatrically; however, Not every picture should go through a wide theatrical release. Do I think
there will be shortened windows in the future? Yes, I do. Do I know what those windows will
be? No. Nobody has a crystal ball. In a later VOD conference, Jason Janego, Co-President,
Radius-TWC, said, VOD in Hollywood used to be a dirty word, a bottom feeder. There is a
stigma that exists that we are trying to eliminate because it is a great platform for the future.
And Todd Green, General Manager, Tribeca Film, said, There has to be improvement of the
user interface on cable. We need search-ability and a social element. If we get that, VODs
perception is going to go up.
There seemed to be one common agreement over all the conferences. First, you have to have a
good film. WME Global head Graham Taylor said, You have to be very precise about how you
are putting a picture together. Distributors are much more savvy. The strength of the script has
become so important.

DIGITAL FOR THE INDIE
The cost of digital conversion will spur more deals. The National Association of Theater
Owners has estimated that 10-20 percent of U.S. theaters wont be able to convert and may close.
In other cases, private equity firms are at the end of a typical three-to-five year investment cycle.
There was an unofficial estimate of more than 1,000 non-digital screens in specialty theaters at
the end of 2012. For an interesting article on the subject, check out the indiewire.com reprint of
an article by Ira Deutchman, Managing Partner at Emerging Pictures and Chair of the Columbia
University Film Program at:
http://blogs.indiewire.com/thompsononhollywood/ira-deutchman-on-indie-theaters-face-digital-
mayhem.

JOEL SILVER GOES FULLY INDIE
Welcome Joel Silver to our world, along with his new banner Silver Pictures Entertainment.
As he ends a 25-year relationship with Warner Bros., the studio will pay Silver $30M for the
rights to more than 30 of his films produced under the Silver Pictures banner. The unusual
agreement prevents him from collecting any future revenue from hit franchises like The Matrix,
Lethal Weapon and Sherlock Holmes. It also represents the latest example of Hollywood shifting
under the feet of the industrys veteran filmmakers. As studios focus more on their bottom line,
Daily Variety points out, they have been forced to give up rich overhead deals and adapt to a
more corporate way of making movies. Most of Silvers films were financed by Warners, with
Silver financing smaller films through Dark Castle. Silver was reported to be closing a five-year
distribution deal with Universal, but Silver has to find financing for those films himself.

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Distribution for two future films is set, with Emmett/Furla Films financing Dark Castles Motor
City and StudioCanal agreeing to pay for Non-stop, Silvers first project at Universal.

VARIETY AND DEADLINE.COM NOW PUBLISHING SIBLINGS
Penske Media Corp. completed a deal Oct. 9
th
with Reed Business Information to acquire the
107-year-old trade paper Variety. Since my publisher, Focal, was sold by Reed to Taylor and
Francis in June, I can attest to the fact that Reed has been moving away from much of its trade
book and advertising-dependent businesses. PMC chairman-CEO Jay Penske, whose focus has
been on digital media, purchased Nikki Finkes online news service Deadline in 2004 and added
TVLine, Movieline and HollywoodLife over the years. The new Publisher is Michelle Sobrino-
Stearns, a Variety veteran. Her most recent position was as Associate Publisher. The future of
the print Daily Variety may be in doubt, however. With fewer than 30,000 subscribers, including
this reporter, he may scrub the daily and keep the weekly as the only print version. Thanks, Jay!
It is an addiction I could not quit on my own.

COMINGS AND GOINGS
Robert L. Johnson, the founder of Black Entertainment Television and Chairman of JLJ
Companies, has acquired Image Entertainment and Acorn Media Group for his new company
called RLJ Entertainment. The focus will be on exploiting the aggregated library of more than
5,000 titles across digital, VOD and DVD platforms. The Image Entertainment catalogue
contains more than 700 urban titles and distributes the Criterion Collection, while UK-based
Acorn is a drama and mystery specialist that owns a majority stake in the Agatha Christie library.
RLJ Entertainments goal is to become a pre-eminent distributor of content to all media
platforms, including DVD and Blu-Ray, digital downloads, digital streaming, and broadcast and
cable, Johnson told screendaily.com.
Lionsgate has started a micro-budget feature division, with longtime production exec John
Sacchi tapped to head the operation. The micro-budget arm is seeking horror and comedy
projects with a price tag of up to $2.5 million.
Beijing-based Galloping Horse and Indias Reliance MediaWorks (RMW) have formed a joint
venture to buy bankrupt U.S. visual effects studio Digital Domain for $30.2M. The joint
venture between RMW and a U.S. subsidiary of the Chinese media company outbid other
companies in a bankruptcy court auction in early September. Galloping Horse owns 70 percent
of the joint venture and RMW, a division of Mumbai-based giant Reliance ADA Group, owns
the remaining 30 percent. The acquisition covers all of Digital Domains assets, including its
studios in Los Angeles and Vancouver and a co-production stake in the feature Enders Game.

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Entertainment One (eOne), which has a library of more than 35,000 titles, has completed a
transaction to acquire Alliance Films in a deal worth $228M. The film distribution powerhouse
now has reach across Canada, the UK, Benelux, Australia, the U.S. and Spain. The combined
companies create the largest independent film distributor in Canada and the UK. The eOne
library now has more than 35,000 titles. This acquisition delivers on eOnes long-term growth
strategy to invest in content, maximize rights ownership and expand our international footprint,
said Darren Throop, President/CEO of Entertainment One.
Participant Media is launching its own television network in summer 2013. The company has
purchased the Documentary Channel, distributed on satcasters DirecTV and DISH, and has
entered into an agreement to acquire the distribution assets of emerging cable network Halogen
TV from The Inspiration Networks. Participant will combine and rebrand the assets to target
millennials, reaching an estimated 40+ million subscribers on cable and satellite. The new
network will carry Participants brand of socially relevant entertainment with a slate of original
and acquired programming catering to adults 18-34. Participant CEO Jim Berk said, After
nearly a decade of telling compelling, entertaining stories on the big screen, a television channel
allows us to build upon our existing film, digital and social action resources to create a
continuing conversation with an audience that is interested in staying connected and engaged
with the world around them.
Hollywoods IM Global and Mexico and L.A.s Canana, headed by Gael Garcia Bernal, Diego
Luna and Pablo Cruz, are teaming to launch Mundial. The Mexico City-based joint venture will
focus on the financing and worldwide sales of Latin American movies, IM Global CEO Stuart
Ford, Cruz and Canana CEO Julian Levin announced May 27. Run by Canana VP Cristina
Garza, its former distribution head, Mundial will rep 8-10 titles a year, sourced from all over
Latin America, including Canana productions.
New funding enterprise Outsource Media Group made itself known at the Toronto Film
Festival by acquiring North American rights to the Mike Newell-directed Great Expectations.
The film, which stars Ralph Fiennes, Helena Bonham Carter, Jeremy Irvine, and Holliday
Grainger, was sold before its Gala Premiere. Partners Elizabeth Karlsen and Stephen Woolley
produced the film. Outsource Media Group will make a deal with distributors for North
America, and the financier will put up P&A for theatrical releases through a fund it intends to
use to build an acquisition slate of finished films and pre-buys. In other words, a new indie
buyer has entered the scene.
Primal Screen, a genre division of Screen Media, made is its debut as a horror label at the
Toronto Film Festival. Under our Screen Media Films umbrella, we are excited to launch a
branded line of horror titles in this still quite profitable genre, President Suzanne Blech said.
Screen Medias horror titles that have had a domestic release include Night of the Living Dead
3D: Reanimation, FDR: American Badass, Below Zero and Inkubus.


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NUMBERS! NUMBERS! NUMBERS!
LOW-BUDGET INDEPENDENT FILMS ($8.5M and under)
FILM DISTRIBUTOR REVENUE COST
thous. $ thous. $
2016 Obamas America Rocky Mountain
Pictures
9,347 2,500
Beasts of the Southern Wild* Fox Searchlight 9,090 1,500
Bernie Millennium 9,206 6,000
Celeste and Jesse Forever Sony Pictures Classics 3,095 850
End of Watch* Open Road 40,808 7,500
Girl in Progress Lionsgate 2,609 8,000
Hit and Run Open Road 13,749 1,300
Holy Motors* Indomina Releasing 511 5,400
Insidious FilmDistrict 54,009 1,500
Magic Mike Warner Bros. 113,197 7,000
Middle of Nowhere (2012)* AFFRM 123 200
Nitro Circus: The Movie 3D* ARC Entertainment 3,297 7,000
October Baby IDP/Samuel Goldwyn 5,357 800
Other Son, The* Cohen Media Group 1,161 3,900
Raid, The: Redemption
*
Millennium Ent. 4,105 1,100
Sessions, The* Fox Searchlight 5,562 1,000
Sinister* Lionsgate/Summit 48,080 5,000
Sleepwalk With Me* IFC Films 2,263 1,200
Undefeated* The Weinstein Co. 561 1,000
Words, The CBS Films 11,495 6,000
Your Sisters Sister IFC Films 1,597 125

*Still in North American distribution as of December 31, 2012. Revenue figures are from Variety, Box
Office and boxofficemojo.com. Negative costs (production prior to prints and ads) are approximate,
based either on conversations with filmmaker, production company or industry estimates.


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MORE NUMBERS! NUMBERS! NUMBERS!

HIGH-BUDGET INDEPENDENT FILMS (Over $8.5M )
FILM DISTRIBUTOR REV. COST
thous.
$ $
thous.
$
Amour* Sony Pictures Classics 220 9,900
Anna Karenina (2012)* Focus Features 11,077 49,700
Best Exotic Marigold Hotel, The Fox Searchlight 45,827 10,000
Django Unchained* The Weinstein Co. 82,835 83,000
Hunger Games, The Lionsgate 408,011 80,000
Intouchables, The* The Weinstein Co. 13,142 12,600
Killing Them Softly* The Weinstein Co. 14,857 15,000
Lawless* The Weinstein Co 37,399 26,000
Lincoln* The Walt Disney Co, 137688 65,000
Looper* Sony/TriStar 66,486 30,000
Man With the Iron Fists, The* Universal 15,634 20,000
Master, The* The Weinstein Co. 15,966 30,000
Moonrise Kingdom Focus Features 45,509 16,000
ParaNorman* Focus Features 56,001 83,000
Perks of Being a Wallflower, The* Lionsgate/Summit 17,377 12,000
Pitch Perfect* Universal 64,499 17,000
Red Dawn (2012)*
FilmDistrict
43,641 65,000
Rise of the Guardians* Paramount

ks
93,711 145,000
Salmon Fishing in the Yemen CBS Films 9,025 13,900
Seven Psychopaths* CBS Films 14,998 15,000
Step Up Revolution 3D* Summit/Lionsgate 35,705 33,000
Taken 2* Fox Searchlight 139,039 45,000
Twilight Saga: Breaking Dawn-Part 2* Summit 287,405 120,000
Zero Dark Thirty* Sony/Columbia 1,636 45,000
Note: Same references as Low-budget table.

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LARGE FORMAT FILMS
FILM DISTRIBUTION REV. COST
thous.
$
thous. $
Air Racers 3D

3D Entertainment 1,310 5,000
Aliens of the Deep BV LSF 8,969 5,000
Apollo 13: The Imax Experience IMAX 1,737 n/a
Bugs! SK Films, Inc. 18,114 9,000
Cirque du Soleil: Journey of Man Sony Pictures
Classics
15,628 9,000
Deep Sea 3D Warner Bros. 44,493 1,000
Galapagos: The Enchanted Voyage IMAX 18,096 7,000
Ghosts of the Abyss Buena Vista 17,041 13,000
Haunted Castle nWave 13,652 n/a
Hubble 3D Warner Bros.


30,086 n/a
Magnificent Desolation IMAX 34,109 3,000
NASCAR 3D Warner Bros./IMAX 21,337 10,000
Ocean Wonderland 3D 3D Entertainment 11,035 3,000
Roar: Lions of the Kalahari Destination Cinema 2,166 n/a/w
Roving Mars Buena Vista 10,408 1,000
Sea Monsters 3D: A Prehistoric Adven. National Geographic 23,746 n/a
Sea Rex: Journey to a Prehistoric
World
3D Entertainment 6,097 n/a

Space Station 3D IMAX 86,366 1,000
Thrill Ride Sony Classics 18,795 9,000
To the Arctic 3D* Warner Bros. 9,122 n/a
T-Rex: Back to the Cretaceous IMAX 53,323 14,500
U2 3D National Geographic 10,362 13,000
Under the Sea 3D Warner Bros. 30,322 n/a
Wildest Dream: Conquest of Everest National Geographic 898 n/a

Wild Parrots of Telegraph Hill Shadow 3,058 n/a

Wild Safari 3D nWave 16,621 4,500
Young Black Stallion Buena Vista 6,751 n/a
Note: Same references as Low-budget table.

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Need Money for a Movie? Dont Go in Empty-Handed. Have a Business Plan.
The benefit using a reliable business plan to raise financing for a film is for the investors and the
filmmaker to gauge the potential success of a film. A polished business plan with projections
based on the worldwide results of other films and with clear explanations about the industry,
markets and production personnel attached to the film is better than an uninformed effort.
Contact Louise Levison at louisel@earthlink.net to find out how you can put her more than 20
years of experience as a Film Business Consultant to work creating a business plan for your film.
Louise Levison, President of Business Strategies, specializes in creating business plans for film
and consulting on other aspects of independent filmmaking and distribution. Levison is the
author of Filmmakers & Financing: Business Plans for Independents (Seventh Edition, Focal
Press ). The sixth edition of this book is available in a Chinese edition published by Hindabook
(www.hindabook.com) in Beijing, China. She also is publisher/editor of The Film Entrepreneur:
A Newsletter for the Independent Filmmaker and Investors. Levisons clients have raised money
for low-budget films such as The Blair Witch Project, the most profitable independent film in
history, and for companies raising as much as $300 million. Among other clients projects are
The Prophet (an animated film based on Kahlil Gibrans book), Unlimited (Nathan Frankowski),
Redemption (Clayton Miller), Moving Midway, Redemption Road, Haunted (2012), High School
Sweethearts, The First of May, The Open Road, Aluna, Yak: The Giant King, Visual Acoustics:
The Modernism of Julius Shulman, My Father and the Man in Black and Michael Winslow Live.
Among her corporate clients are Danny Glovers Louverture Films (2008 nominee for Best
Documentary Academy Award Trouble the Water) and his Louverture Film Fund I, The Pamplin
Film Company (Hoover), Hurricane Film Partners, LLC and Tokuma International Ltd (Shall We
Dance, Princess Mononoke). Among other entertainment companies is The Lifton Institute of
Media Arts and Sciences (Los Angeles). Levison is an affiliate of the Berlin-based consulting
company Peacefulfish (peacefulfish.com) and writes an industry blog for Baseline Intelligence
(www.baselineintel.com). Levison is an Instructor in the Extension Program at UCLA. She also
has been a Visiting Professor at the Taipei (Taiwan) National University of the Arts, Chapman
University (Orange County, CA) and the University of Montana (Missoula). She has presented
seminars and/or been on panels at festivals and markets around the world. (Additional information
is available at http//www.moviemoney.com).
THE FI LM ENTREPRENEUR is published by Business Strategies
Louise Levison, Editor
Faryl Saliman Reingold, Assistant Editor
Office: 4454 Ventura Cyn. Ave. Suite 305
Sherman Oaks, CA 91423
Phone (818) 990-7774; E-mail: louisel@earthlink.net ; http://www.moviemoney.com
Have your scripts professionally read and analyzed by TFEs Assistant Editor Faryl Saliman Reingold.
For more info, e-mail her at swanlandprods@yahoo.com.