THE GOOSE THAT LAID THE GOLDEN EGG INDEPENDENT FEATURE FILM BUSINESS PROPOSAL A PROPOSAL FOR THE PRODUCTION, MARKETING, AND DISTRIBUTION OF AN INDEPENDENT FEATURE LENGTH FILM EXECUTIVE SUMMARY
LEGAL DISCLAIMER This is a confidential information overview (the document ) from Laughing Cow Productions (the Company ) for a full length feature film, The Goose That Laid the Golden Egg (the film ). This proposal outlines a plan for the production, marketing and distribution of this film, which will hereafter be referred to by its full title or as The Goose, or simply the film. This document is a confidential information overview and is subject to the provisions of the mutual non-disclosure agreement included in the appendix. This document contains confidential information about the Company and the film. By accepting this document the recipient agrees that it will, and will cause its directors, officers, employees, advisors and other representatives to use this document and any other information supplied by or on behalf of the Company only to evaluate a possible transaction with the Company (the Transaction ) and for no other purpose, will not divulge or permit others to divulge any such information to any other person and will not copy or reproduce in whole or in part this document. The recipient by accepting this document agrees to comply with the terms of confidentiality of the document. The information in this document was obtained from the Company and other sources believed by the Company to be reliable. No assurance is given as to the accuracy or completeness of such information. This document does not purport to contain all the information that may be required or desired to evaluate the Company or the Transaction and any recipient should conduct their own independent analysis of the Company, the data in this document, and the Transaction. No person has been authorized to give any information or make any representation concerning the Company or the Transaction not contained in this document and such information if conveyed should not be considered as authorized by the Company. Statements in this document are as of the date on the document and any delivery after that date should not create an implication that the information is up to date or correct or that there has been no change in the project or the status of the Company, financial or otherwise. The Company does not undertake the obligation to update this document with change in forecasts or future projections about the financial status of the project or anything else covered in this document. The production of any motion picture is a highly speculative endeavor and involves a serious degree of risk for investors. This document is not a guarantee of return on investment. This document is not a solicitation for funds or financiers. It is presented for information only. Please use due diligence. A complete Private Placement Memorandum (PPM) which outlines in detail the offering is available upon request. T MOTION PICTURE FROM LAUGHING COW PRODNS 1 P age
EXECUTIVE SUMMARY THE GOOSE THAT LAID THE GOLDEN EGG THE FILM A psychiatrist risks all to expose a corrupt drug company. Described as Erin Brockovich meets The Constant Gardener, THE GOOSE THAT LAID THE GOLDEN EGG is based on a true story that involves greed, power, lust, lies, tragedy, danger, and death. It touches a flashpoint in the current zeitgiest, namely whether we can trust pharmaceutical companies and the healthcare system in general with our lives and the lives of our families, or whether it s all about putting profits over people. Renzon Pharmaceuticals aren t about to let a psychiatrist get in the way of their billion dollar a year miracle cure for acne. So when Dr. Johnny Forteo dares to question the potentially lethal side effect of their drug, Synoderm, they pull out the stops, ultimately leaving him jobless, friendless, and without the support of his wife, Isabella but not, completely, hopeless. Drawn into the medication controversy as an unwilling participant, he learns that he must confront the lies and deception in his own life before he can confront the lies and deceptions of others. With nothing left to lose, he goes on a journey to revisit a tragedy from his own past. Along the way, he is joined by Ginny, the mother of a suicide victim who is the major plaintiff in the ongoing litigation about the drug in which Johnny is acting as an expert witness. With her help he unearths more painful secrets and deceptions that parallel those he has discovered in the pharmaceutical company, and his voyage of self-discovery gives him the strength to resume his struggle, now with the aid of Ginny, leading to the ultimate tumultuous conclusion. THE PRODUCTION TEAM AND HISTORY OF THE PROJECT 2 P age
2011: Doug Bremner s book The Goose That Laid the Golden Egg, a narrative nonfiction book outlining his experiences as an expert witness in litigation on suicide and depression related to the acne medication, Accutane, is released to extremely positive reviews. A sampling from Amazon customer reviews: Doug Bremner writer, director, producer Viola Vaccarino producer Neil Shulman executive producer An indictment of the pharmaceutical industry... illuminates the greed and unscrupulous nature of pharmaceutical companies and their market driven interests. A compelling and spell-binding narrative which fuses the personal and social in a heroic quest. I was so fascinated (and horrified) once I started reading, I finished the book in a single day. See all Amazon customer reviews here: http://www.amazon.com/the-goose-that-laid- Golden/productreviews/1463648812/ref=cm_cr_dp_see_all_summary?ie=UTF 8&showViewpoints=1&sortBy=byRankDescending March, 2012: Doug Bremner and Viola Vaccarino, both doctors and professors at Emory, establish Laughing Cow Productions (LCP) as a Georgia-based independent film production company with the purpose of producing Inheritance, Italian Style, based on Doug s award-winning screenplay. Jim McKinney associate producer, cinematographer 3 P age
August, 2012: Principal production for Inheritance takes place on location in Atlanta, Dahlonega, Peachtree City, and Tucker, Georgia. Production wraps in 21 days. Total budget is $638,670, funded through two kickstarter campaigns, private investors, friends and family and LCP. For the film LCP assembles a team that will also be involved in development of the Goose film, including Neil Shulman (Doc Hollywood) as an actor and Executive Producer, Jim McKinney as Cinematographer and Associate Producer (38 titles, including The Trip to Bountiful, Identity Thief, and The Watch), Daniel Aguar, as Gaffer and Key Grip (Jason Returns: Friday the 13 th, Prizzy s Honor, My Cousin Vinny, and over 20 other titles), Marcus Giannangelo, Editor (Swamp Murders, Faked Out, and multiple other films as Sound Engineer and/or Editor), Arjun Banga, Production Sound Engineer (Demon s Rook, Passing, Free, Bad Blood, Isolation, The Cure, and over 15 other film productions, as well as numerous music videos and music recording compilations), James Stone, composer and The Atlanta Guitar Trio as performers, with the film soundtrack released as a music CD on multiple distribution channels, John Petersen, colorist (Anchorman 2, Zombieland, The Three Stooges, Hall Pass, Identity Thief and over 20 other titles). April, 2013: Cheryl Jenkins, CEO of Production Accounting and Crew Services International PACS) comes on board as Production Accountant. In November 2014: Bennett Thrasher audits the Inheritance project Marcus Giannangelo editor James Stone composer Arjun Banga sound mixer John Petersen colorist 4 P age
and certifies that the film has a minimum of $500,000 in Georgia expenses. The Georgia Film, Music & Digital Entertainment Office certifies that the film is eligible for a tax credit of $151,088, and LCP retains Georgia Film Tax Credit Consultants (Ron Slotin) to sell about $105,000 of the film tax credit to other Georgia tax payers on 90 cents to the dollar. The rest is deducted by LCP which makes a profit for the tax year 2014, additionally the principals benefit from the Section 181 write-off for tax year 2012. Investors are paid back plus 20%. January, 2014: House of Film of Beverly Hills, California is brought on as international sales agents for Inheritance, the trailer is revised, which can be viewed here: https://www.youtube.com/watch?v=8l- RYexVAdY Favorable reviews for Inheritance in 2014, in a feature article by La Sicilia, a print newspaper that has the largest circulation in Sicily, and in a review by Bill Meeker for Turnabout Media, where he describes it as outrageous comedy, funny, entertaining, and fast paced. The film also premieres that year at the Jerome Indie Film & Music Festival in Jerome, Arizona, and The Golden Door of Jersey City Film Festival, organized by the Sorvino acting family, and the Columbia Gorge International Film Festival in 2015. orney. February, 2015: Inheritance finds distribution in over 50 countries world wide and is scheduled for release in the U.S. through, Amazon, itunes, DVD, and other Video on Demand (VOD) distribution channels in 2016. Cathy Reinking, Casting Director of Arrested Development, Frasier, and dozens of other TV shows and films), is retained as Casting Director and helps to re-write the script and cast the leading roles. 5 P age
CAST FOR THE GOOSE THAT LAID THE GOLDEN EGG Cathy Reinking Casting Director, Writer Cathy has been a Casting Director in Hollywood since the early '90s, working on Frasier, Arrested Development, According to Jim, and countless other shows, pilots, films, web series, commercials, plays - you name the genre, she has cast it. She also served as NBC's Manager of Casting at NBC in 2003-2004, overseeing the original casting of The Office, Medium, Hawaii and other pilots, as well as the guest casting of Las Vegas, The Tracy Morgan Show, Come to Papa and other series. She holds a degree in theatre arts from UCLA, where she graduated magna cum laude. In 2012, she published the second edition of her book, How To Book Acting Jobs in TV and Film: The Truth About the Acting Industry - Conversations with a Veteran Hollywood Casting Director. Cathy is also an award-winning stage director, stage manager, and writer, whose credits include co-writing The British Invasion and The Goose That Laid the Golden Egg. She and Darryl Dillard (who is also her casting partner) won best screenplay awards in 2015 for Real Man at the Harlem Film Festival and the Urban Mediamakers Film Festival. Born in Hollywood, California, she currently lives in Sherman Oaks, California. 6 P age
Bill Sage Dr. Johnny Forteo Award-winning actor Bill Sage has appeared in over 30 independent films, and is perhaps best known for his collaboration with director Hal Hartley (Simple Men, Flirt, Ned Rifle). He starred as Frank Parker in We Are What We Are, which premiered at the Sundance Film Festival in 2013, and as crazed Dr. Marcus Ryan in The Scientist. Other film credits include American Psycho and Bad Parents. Bill recently appeared in the Sundance Channel TV series Hap and Leonard. Other recent TV credits include the roles of Bishop Solomon in Boardwalk Empire and Bill in Nurse Jackie. Bill plays Dr. Johnny Forteo, the psychiatrist who takes on Renzon Pharmaceuticals over their blockbuster drug for acne that is causing teenagers to kill themselves. He lives with his wife Lorraine Farris in Manhattan. Arye Gross Red Leghorn Graduate of the UCI School of the Arts, Arye Gross is a seasoned actor whose career has extended from Los Angelese area theater to film and TV, Arye Gross has appeared in 7 Page
theater productions for LATC, Pasedena Playhouse, Odyssey Theater Ensemble, MET Theater and Stages Theater Center, as well as performances of Taming of the Shrew and Troilus and Cassandra with the Grove Shakespeare Company. His best known film appearances s are Minority Report and Atlas Shrugged II: The Strike. His television credits include M E Sidney Perlmutter in Castle, Cooper Conroy in Medium, Frank Muehler in Six Feet Under, - Rabbi Daniel Warner in The Practice and Carter Sweeney in Diagnosis Murder. Arye plays Red, the free-wheeling plaintiff s lawyer from Texas. He lives in Glendale, California. Lorraine Farris Isabella Forteo From her first role as Pinky in Natural Born Killers, former International Model Lorraine Farris has had a long career in television and film. Film credits include with her husband Bill Bad Parents and I Shot Andy Warhol. She also played Margot on Think Tank and had special guest appearances on All My Children. She lives in Manhattan with her husband, Bill Sage, and in the Goose film will play the wife of Johnny. 8 P age
Elizabeth Stanley Ginny Bellaconda Elizabeth moves from a career singing and dancing her way across the stage of such Broadway hits such as the revival of On The Town as well as Xanadu and Downton Abbey at 54 Below to film in the lead role of Ginny, the bereaved mother of a teenage who commits suicide. A graduate of voice from the University of Indiana, Elizabeth created the role of April in the Tony Award-winning revival of Stephen Sondheim s Company. She is currently travelling with the musical version of Bridges of Madison County. Cynthia Watros Crystal Best known as Libby Smith, the secret criminal of the smash hit TV series, Lost, Cynthia Watros also won an Emmy Award for her role as Annie Dutton Banks / Dee in Guiding 9 P age
Light. She also played Elizabeth Wilson on Finding Carter, Kelly Andrews in The Young and the Restless, and Vicky on Another World. Film credits include Eletrick Children, Blood and Circumstance, and Park City. Other TV credits include House MD, The Drew Carey Show and Titus. In the Goose film she will play the role of Crystal, the ruthless attorney for the Renzon Pharmaceuticals Corporation. Peri Gilpin Lesley Watkins Peri is perhaps best known for portraying Roz Doyle in the popular television series Frasie. She also played Kim Keeler in the ABC Family television drama Make It or Break It. Other ongoing TV series where she had guest roles including Designing Women, Cheers, and Wings. Peri grew up in Dallas and now lives in Los Angeles with her husband and children. Peri plays Lesley, the Dean of the university where Johnny is a faculty member. Although we have a verbal agreement, we do not now have a signed contract from Peri s agent. 10 P age
Holley Fain Kirsten Best Holley Fain is best known for her roles as Dr. Julia Canner on the ABC medical drama series Grey's Anatomy, and Maureen van der Bilt on The CW's teen drama Gossip Girl. She is also known for portraying Daphne Stillington and Ruth Kelly in the Broadway productions of Present Laughter and Harvey, respectively. She has also appeared on television series such as 3 lbs, Lipstick Jungle, Law & Order: Criminal Intent, The Good Wife, Memphis Beat and The Mentalist. Her film credits include Blinders, One Night and Forgetting the Girl. Holley plays the attorney for Johnny s university, Kirsten Best. Darryl Dillard Frank Dinaru Darryl is an actor and casting talent who wrote and directed with Cathy Reinking the short film Real Man which was a winner at the Atlanta Black Arts Film Festival and the Harlem 11 Page
Film Festival for best screenplay in 2015. They have recently wrapped on production of the film. Darryl is a casting agent for the film as well as playing the role of Private Investigator Frank Dinaru. Darryl is a resident of Los Angeles, California. Sarah Kay Jolly Lucia Forteo Sarah Kay Jolly is a child actress, known for Bokendan: Quest for the Phoenix Sword (2016), Later (2013) and Forget Me Not (2016). She plays Johnny s quirky daughter, Lucia. Project Timeline 2015 L.A. casting call, attach lead actors (completed) Spring 2016 preproduction, Atlanta casting call June-Sept. 2016 post production Jan. 2017 Premiere at Sundance Film Festival Summer 2017 foreign distribution & domestic cable release Early 2016 recruit investors May 29-June 18 principal production Sept 16, 2016 Submit to Sundance Film Festival Spring 2017 U.S. Theatrical Release Fall 2017 - U.S. VOD & DVD release 12 P age
Principal production will be May 29-June 18, 2016, post-production in the Fall, and submission to the Sundance Film Festival for a premiere at the festival in January of 2017. THE MOVIE INDUSTRY The motion picture industry has been one of the most reliable areas of growth for industries in the United States (U.S.) over the past decade. Worldwide theatrical box-office receipts were $36.4 billion in 2014, according to the Motion Pictures Association of America (MPAA), and international sales continued to increase in 2015. There has been a 6% per year growth in revenue over the past decade, with the largest expansion in foreign markets. Foreign sales in 2014 were $26.0 billion, a 33% increase from five years ago. In 2013 the Asian Pacific, the primary source of revenue growth world-wide, surpassed Europe, the Middle East and Africa (EMEA) as having the largest share of international revenue. Countries with the largest growth are China, Russia, and Mexico. The majority of these profits go to production companies in the U.S. Unlike other American industries, like automobile manufacturing or textiles, the market world-wide market share of American companies is not shrinking it is growing. We feel that we are in an excellent position to take advantage of the growth of the American film industry. With the help of early investors, we were able to attach leading actors who will draw an audience to theaters. Perhaps more importantly from a finanical perspective, our cast is known to the selection committee at the Sundance Film Festival, and this year s festival was dominated by Netflix and Amazon snatching up independent films in our budget range for price tags in the millions. Our primary strategy is to hire a publicist and sell our film at the 2017 Sundance Film Festival. At the same time, we have made a strategic decision to limit the budget to under $3,000,000, in order to 13 P age
maximize return to our investors. If we spend $5,000,000 on production and sell the film for $4,000,000, that is a million dollar loss, however if we limit production costs to the current budget we gain a million dollar profit for our investors. Distributors don t care how much filmmakers spend on their films, their only concern is their perception of their ability to market a film. We feel that execution of this plan will generate profits that benefit investors. MOVIE DISTRIBUTION AND SALES In order for a film to be successful financially it has to get out to the viewing public. That is done through film distribution. Film distributors are the people who interface with the theater owners to get films into cinema. A theatrical release in the United States is the single most important factor in determining whether or not a film will be able to obtain a release in foreign markets. Foreign distributors track U.S. releases as a way to determine whether or not to pick up a film for distribution in their own countries or region. Our strategy is to raise funding for the P & A needed for a theatrical release of The Goose that Laid the Golden Egg in the United States, in order to drive sales in other countries. A list of films with comparable budgets from the year 2012 is listed in the table below for purposes of comparisons. For example, the film Robot and Frank was made for $2,500,000 and marketed for $1,250,000, for a total budget of $3,750,000. The film had a global revenue, including theatrical, DVD, TV and VOD of $21,827,510. After costs to distributors and expenses, the producers had net revenue of $6,956,511, half of which was divided among the investors. This film was not the only made for under $6,000,000 that made profits for its investors in 2012. Others are listed in the table below. Of course, we do not list the films that were financial failures in that year. However, many of those films were made by filmmakers with little experience and knowledge about the financial aspects of the industry, or the filmmakers did not spend as much time and energy at compiling an excellent production team, carefully choosing the cast, and thinking through a business plan. 14 P age
We anticipate that both domestic and foreign markets will be receptive to a film like The Goose that Laid the Golden Egg. The theme of the film, the problem of the faceless corporation, is part of the current zeitgeist. Doug has experience interacting with members of the industry at the American Film Market, which meets yearly in Santa Monica, California, and a list of 104 distributors, many of whom expressed interest in the film. After the film is completed, our sales agent will attend all of the major film and TV markets, which include Cannes, MIPCOM, AFM, Ventana Sur for Latin America and Busan for Asia to find international distributors for the film. We have budgeted money for marketing which will be used to fund a U.S. theatrical release, which increases awareness of the film and has a tendency to increase foreign sales. Following theatrical release, our agents will sell the film to cable channels like HBO, Showtime, etc, followed by airplane and hotel film on demand, and lastly release on VOD and DVD. 15 P age
THE INVESTOR'S PLAN $200,000 Kickstarter Campaign, $35,504 Intl. Presales, $9,579 Georgia Film Tax Credit, $897,893 Laughing Cow Productions, $50,000 Goose Partners, Product Placement, $50,000 Finance Private Equity, $1,370,000 Vaccarino / Bremner, $380,000 Private Equity Vaccarino / Bremner Georgia Film Tax Credit Intl. Presales Kickstarter Campaign Goose Partners Product Placement Principal production of The Goose That Laid the Golden Egg is May 29-June 16, 2015. The Goose has a budget of $2,992,976. Three hundred (300) shares in The Goose That Laid the Golden Egg Film LLC S Corporation are offered at a value of $10,000 a piece (or 0.33% of the company per share) through June 29, 2016, with a minimum of 200 shares sold required to make the film. Funds are placed in escrow pending sale of the minimum number of shares. To date, 12 shares were bought by, four shares by the producers Doug Bremner and Viola Vaccarino, and one share from another investor. Doug Bremner and Viola Vaccarino have committed to buying an additional 34 shares, leaving 147 (or up to 247) shares available. An additional 30% of the budget of the film will come from the Georgia film tax credit. 16 P age
Source of funds is outlined in the pie chart included here. Based on a return of $4,350,000 from sales using a low-end estimate of sales projections, and with principal production scheduled for June of 2016, in the next year the purchase of 10 shares would yield a return of the initial investment plus 20% (i.e. $20,000), plus an additional $48,750 as the investor s share of the 50% of profits going to investors after the initial revenue dispersement (prioritized to go first to the investors plus 20%). For high income earners who are taxed at 39.6% for income above $464,850 (married filing jointly), there is an additional $39,600 in tax savings for the 2016 return through Section 181 (described below) for a total profit of $108,350, or a more than two fold return on the investment within one year. 1 The figure shows the amount of the investment. Only the purple portion of the first bar is truly at risk. Due to the fact that completion of principal photography and a rough cut of the film will assure the Georgia Tax Credit, and with savings from the Section 181 tax write off, only 33 cents of every dollar is at risk. That 33 cents is only at risk if there are no sales, which has become an impossibility in the age of Amazon and Hulu, when you no longer need a distributor to make your film available to the viewing public. Additionally, with the waterfall provision of paying investors outside of the production company back first plus 20%, the risk is reduced even further. 1 Source: Parks, Stacey: The Insider s Guide to Independent Film Distribution, Focal Press, 2012. Updated at filmspecific.com. Estimates of ROI are based on ask or low end estimates, i.e. highly conservative. 17 P age
Section 181 of the US Tax Code allows a deduction for investment in feature films that does not need to be depreciated over time. The entire amount of the deduction can be taken in the year that the investment was made and the principal production occurred. The Consolidated Appropriations Act (H.R. 2029), which amended Section 181 for the fifth time, was signed into law on December 18, 2015, extending the tax break for all of 2016. With the help of our early investors we were able to secure signed contracts with five leading actors, but this required $250,000 At Risk 33% $200,000 $150,000 $100,000 $50,000 At Risk Section 181 Tax Write-off** Ga Tax Credit $0 Portion At Risk Investment Expected Return deposit of funds into escrow as an advanced payment of their salary to ensure that production takes place as outlined in the contract of May 29-June 18, 2016. What this means is that we have committed to making this film in 2016, so the tax benefits of an investment made now are assured. Investment in film can result in a substantial reduction in tax liability. For example, in the baseline example below, a married couple with $1,100,000 in income would normally pay $382,352 in taxes. Baseline Situation Taxable Salary Base Tax Cutoff Taxed at 39.6% Total Tax $1,100,000 $127,962 $457,600 $254,390 $382,352 18 P age
If they invested in $1,000,000 in a film, there would be a substantial decrease in the amount of money they paid to the IRS, namely $365,640 for an immediate return of 39.6% of the initial investment. Wouldn t you rather use your hard-earned money to make movies that have the potential to cause social change and potentially make a profit, rather than give your money to the government? In the end you ll have something to show for your efforts. You can sit in the dark and watch it with your family while eating popcorn! Not to mention the chance to go to the Sundance Film Festival as an industry insider and see your film premiere! Making films is more fun than paying taxes, and remember, Uncle Sam doesn t give Executive Producer credits. With $1M Film Investment Taxable Salary Base Tax Cutoff Taxed at 25% Total Tax $100,000 $10,162 $73,800 $6,550 $16,712 The investment plan involves the principals of having a skin in the game that will motivate them to maintain cost control and maximize profits which will benefit both themselves and outside investors. Finally, we would like to continue making films in the future, and the best way to make this happen is to provide profits for ourinvestors. For more information contact Doug Bremner at doug@laughingcowproductions.com or (678) 283-5562. Or visit laughingcowproductions.com, password lcp7. 19 P age