Santa Monica Pictures, LLC, Perry Lerner, Tax Matters Partner - Page 103

                                        -184-                                         
          costs.134  Mr. Wagner projected VHS conversion costs of $3,200 per          
          film title and duplication and distribution costs of $2.50 per              
          unit.  On the basis of discussions with industry insiders,                  
          including Michael Herz, Mr. Wagner projected cover art and                  
          marketing costs as $7,500 per film title.                                   
                   iii.  Net Cashflows                                               
               To arrive at a net annual cashflow, Mr. Wagner deducted                
          total projected expenses from projected revenues for each EBD               
          film title.  He then aggregated the net cash flows for the EBD              
          film titles to arrive at a net cashflow for the entire EBD film             
          library.  He applied a 40-percent tax rate to come up with the              
          after-tax cashflows for the EBD film library.                               
                    iv.  Valuations                                                   
               Mr. Wagner discounted the after-tax cashflows to December              
          11, 1996, using a real weighted average cost of capital of 10               
          percent (rounded), arriving at a present value of $6.8 million              
          for the EBD film library.  He also projected a $2.3 million                 
          amortization tax benefit for the acquisition cost of the EBD film           
          library.  Using these figures, Mr. Wagner calculated a $9.1                 
          million value, as of December 11, 1996, for the 65 film titles in           
          the EBD film library.  Alternatively, Mr. Wagner calculated a               


               134 In estimating these costs, he assumed that the buyer of            
          the EBD film library already had a distribution structure;                  
          therefore, the costs associated with maintaining a distribution             
          structure were not included.                                                





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