**A Peek Into The Future of Theatrical Exhibition** NASDAQ: DCIN www.digiplexdest.com Forward-Looking Statements Certain statements and estimates in this presentation are "forward-looking statements"

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Transcript **A Peek Into The Future of Theatrical Exhibition** NASDAQ: DCIN www.digiplexdest.com Forward-Looking Statements Certain statements and estimates in this presentation are "forward-looking statements"

**A Peek Into The Future of Theatrical Exhibition**
NASDAQ: DCIN
www.digiplexdest.com
Forward-Looking Statements
Certain statements and estimates in this presentation are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. They include, for example,
statements about: expected benefits from the conversion to digital cinema; and the Company’s
ability to successfully pursue its strategies. These forward-looking statements are not guarantees
of future performance. They are based on management's expectations that involve a number of
business risks and uncertainties, including the risks set forth under the heading “Risk Factors” in
our 10-K for the year ended June 30, 2012, any of which could cause actual results to differ
materially from those expressed in or implied by the forward-looking statements. Any estimates
or other forward-looking statements provided in this presentation speak only as of the date they
were made, and, except to the extent required by law, we undertake no obligation to update or
review any estimate and/or forward-looking statement because of new information, future
events or other factors.
2
Digiplex Growth Opportunity/Differentiators

Fast-growing U.S. exhibitor (founded 2010) led by digital cinema pioneers (Clearview/Cinedigm
legacy), transforming movie theaters into digital entertainment centers
 Current footprint - 18 theaters/178 screens in six states…added 159 screens since April ‘12 IPO

Goal - national circuit featuring 100 theaters/1,000 screens in 75/top 100 DMAs
 Targeting 300 screens by 12/31/13

Acquiring cash flow positive theaters, expanding profitability on digital platform, achieving:
 Incremental revenue and theater level cash flow generation
 Cost efficiencies/reductions

Unique differentiators include:
 Alternative programming expertise
 Social media focus
 Virtual Print Fee (VPF) receipt (film rent offset)…receiving VPFs on current 85 screens (but
probably won’t receive for all future screens)
 DigiNext JV + other content JVs (in the works) – downstream/ancillary revenue opportunities

Secured Start Media JV and Term Loan to assist in support of theater circuit expansion
3
Corporate Strategy
4
Generating Disciplined/Aggressive Screen Growth
 Strategy: Opportunistically expand DCIN’s footprint by identifying and acquiring solid performing theaters in
accretive transactions at reasonable cash flow multiples (~5-6X, including initial CapEx)
 Mid- to Long-term Goal: 100 theaters/1,000 screens in 75/100 top DMAs (Designated Marketing Areas)…
creating national circuit where consumers of entertainment can interact with every form of content owner
 Progress Update: Significantly grew screen count since April 2012 IPO from 3 theaters/19 screens to 18
theaters/178 screens at 2/1/2013
2
20
11
100%
NJ
3
14
7
100%
120
100
80
Acquired
Cinema Centers
(5 theaters, 54 screens)
60
1
16
-
100%
PA
5
54
21
100%
Total
18
178
59/33%*
100%
40
20
-
*DCIN’s goal is to have 33% of its screens 3-D enabled
Dec-10
OH
Camp Hill, PA – Theater Exterior View
Acquired Lisbon
Landing Cinema 12
(1 theater, 12 screens)
Feb-13
CT
Dec-12
100%
Oct-12
15
Aug-12
60
Acquired
UltraStar Cinemas
(7 theaters, 74 screens)
140
Jun-12
6
160
Apr-12
CA
Acquired Solon, OH
& Sparta, NJ Theaters
(2 theaters, 19 screens)
180
Feb-12
100%
200
Dec-11
5
Digital
Oct-11
14
3D (#)/(%)
Aug-11
1
Screens
Jun-11
AZ
Theaters
Apr-11
State
DCIN Screen Growth (#)
Feb-11
DCIN Theater Statistics
Selinsgrove, PA – Concessions Area
5
Maximizing Digital Cinema Circuit and Financial Benefits
 Strategy: Utilizing management’s collective experience and expertise to effectively operate upon state-of-theart digital platform
 Near-term goal: Achieve circuit-wide operating efficiencies and immediate benefits from transition to DCIN’s
digital cinema network
 Progress Update: DCIN continues to make significant headway transforming each acquired facility into a
digital entertainment center that adds incremental value to its operating base through accretive revenue,
EBITDA and free cash flow generation
 July 2012: Completed
digital rollout of 54
Cinema Centers
Screens
 September 2012:
Completed acquisition
Lisbon 12 Multiplex
 Fiscal Q1’13: First full
quarter collecting pre-show
ad revenues from National
CineMedia (NCM) and
 December 2012:
Completed acquisition of
74 UltraStar Cinemas
screens
Virtual Print Fees (VPFs)
from major studios, which
are an offset to film rent
expense*
*Including Lisbon Landing’s 12 screens for two-day stub period as this acquisition was completed September 29, 2012
 January/February 2013:
Completed acquisition of
19 screens in Solon, OH
and Sparta, NJ
 Fiscal Q2’13: Revenue
rises more than seven-fold
to $6.9 million reflecting
significant screen growth
6
Alternative Programming Enhanced by Social Media
 Strategy: Schedule wide range of alternative programming, building awareness and attendance gains through active
targeted marketing and comprehensive social media customer engagement initiatives
 Long-term goal: Generate 20% of total box receipts from alternative content, improving attendance metrics at ~50%
higher ticket price…replacing underperforming Hollywood titles on screen
 Progress Update: Continuing to introduce DCIN’s alternative programming, targeted marketing platform, and active,
low-cost social-based outreach strategies that were successfully implemented in its first 3 locations to its newly
acquired facilities
 Alternative programming as a % of total fiscal Q2’13 admissions revenues averaged ~7% at first 3 locations with
one location generating ~15% in the quarter
Procure Content
 A diverse range of programming that
appeals to wide array of audiences
Schedule Programming
 Ideally Mon.-Thurs., when average
cinemas operate at <10% capacity
Market Events
 Create awareness/interest through
DCIN’s consumer engagement
initiatives: customer targeting,
relationship building, fostering a
two-way dialog with guests
7
DigiNext Value-Creation Opportunity
 Unique, specialty content joint venture with Nehst
Studios featuring a curated series of documentaries and
indie features (hand-selected from world’s leading film
festivals) shown on Digiplex circuit and at friendly, noncompeting theaters
 DCIN receives 50% of all net downstream/ancillary
revenues including DVD, digital downloads and
international broadcast rights
 Additional features and unique benefits of DigiNext:
 Opportunity for innovative live Q&A between
audience and cast members
 Affordable pricing ($7.00 per ticket, or $6.00 if 5-title
subscription purchased)
 ‘Pay it Forward’ – a unique program allowing
Digiplex patrons to give back to their community
 Ten releases/year (excluding high-traffic ‘holidays’)
December 2012 January 2013
February 2013
March 2013
8
Alternative Programming Successes
Sample Content and Event Grosses
Alternative programming consistently outperforming lowest
(and often highest) grossing movies…at higher prices
Day of
the Week
Monday
Event Offered
Opera Encore: Die Walkure
Movie Classic: Star Trek 25th Anniversary
Opera Encore: Wagner’s Dream
Event Gross
that Day
$452.80
$911.04
$389.07
Highest Grossing
Movie that Day
$250.39
$283.58
$360.44
Lowest Grossing
Movie that Day
$0.00
$168.66
$0.00
Event Ticket
Price (1 adult)
$12.50
$12.50
$12.50
Tuesday
Ballet: Nutcracker Live
Concert: Rolling Stones Live in 1978
Ballet: Le Corsaire
$1,345.26
$672.03
$566.00
$125.40
$89.60
$125.40
$0.00
$9.43
$0.00
$20.00
$12.50
$15.00
Wednesday
Broadway: West Side Story
Broadway: Love Never Dies
Opera: La Traviata
$2,425.00
$1,422.00
$1,339.77
$73.36
$107.94
$92.71
$56.07
$0.00
$0.00
$12.50
$12.50
$20.00
Thursday
Movie Classic: Singin’ in the Rain
Art Show: Leonardo Live
Movie Classic: Singin’ in the Rain
$2,603.24
$1,591.65
$954.99
$607.84
$272.42
$234.82
$47.64
$19.82
$28.29
$12.50
$12.50
$12.50
Saturday
Opera Live: Don Giovanni
Opera Live: La Traviata
Sports: Mayweather vs. Ortiz
$7,073.02
$3,849.56
$1,816.86
$529.97
$1,168.56
$2,037.05
$21.24
$47.64
$44.34
$25.00
$12.50
$18.00
Sunday
Opera Live: Phantom of the Opera
Ballet: Le Corsaire
Los Angeles Philharmonic
$1,103.70
$976.35
$479.22
$281.50
$309.48
$309.48
$28.32
$7.55
$7.55
$18.00
$15.00
$18.00
$783.31
$497.05
$76.41
$15.01
Averages:
9
Digiplex Model Summary – “Cinema Reinvented”
TRANSFORM
CONVERT & INVEST
ACQUIRE
 Cash flow positive theaters
 Top DMAs
 Pay reasonable cash flow multiples
(including initial CapEx)
 Convert analog systems
 Integrate into DCIN digital platform
 Add additional screens where
feasible/profitable
 Theaters to entertainment
destinations
 Innovative programming + social
media = increased seat utilization
(especially on slow weeknights)
INCREMENTAL REVENUES
PRE-SHOW ADVERTISING
COST REDUCTIONS
 Software systems provide
flexibility/efficiency/lower expenses
 Virtual print fees (VPF) benefit
theater level cash flows, offsetting
film rent
 Participation on NCM national
pre-show ad network (19K+ screens)
 Generating guaranteed per
attendee minimum rate…or better
 Attendance gains lead to
enhanced concession revenues at
attractive gross margins
 3D (33% of footprint is compatible)
 Alternative programming (50%+
higher ticket prices)
 Ad revenues of 17¢ per patron is
NCM minimum guarantee
10
Appendix/Financials
11
Experienced Management and Board w/Cinema Expertise
DCIN Corporate Officers
 BUD MAYO, Chairman and CEO (Board Member): Industry veteran with over two decades of experience. Founder and
former leader of Cinedigm Digital Cinema Corp. (NasdaqGM:CIDM) and Clearview Cinemas
 BRIAN PFLUG, CFO (Board Member): Former Controller at Clearview Cinemas and former SVP of Accounting and
Finance at Cinedigm Digital Cinema Corp.
 CHUCK GOLDWATER, Senior Vice President (Board Member): Industry veteran with over two decades of experience
(Clearview Cinemas, Loews, Mann Theatres). Former CEO of Digital Cinema Initiatives, the major studio consortium
that set digital standards; and was the former Head of Cinedigm’s digital cinema unit
 JEFF BUTKOVSKY, Chief Technology Officer: Former Senior Vice President and CTO for Cinedigm Digital Cinema Corp
DCIN Independent Board Members
 NEIL ANDERSON, Partner / Of Counsel – Sullivan & Cromwell: Experienced veteran in M&A transactions across the
globe, formerly Sr. M&A Partner at Sullivan & Cromwell; frequent speaker and faculty member on professional
seminars and programs dealing with M&A
 RICHARD CASEY, Software Entrepreneur / Founder – The Casey Group: Operating since 1989, IT consulting firm that
helps clients leverage technology to gain strategic advantages; Board Member of Affinity Federal Credit Union
 MARTIN O’CONNOR, II, Managing Partner – O’Connor, Morss & O’Connor P.C.: Law Firm focused on advising clients of
strategic planning, wealth management and family offices; specializes in entertainment law. Board Member of
Cinedigm and Rentrak
 CAROLYN ULLERICK, Global Chief Financial Officer, the Legal and Professional Group of LexisNexis: A leading global
provider of content-enabled workflow solutions, LexisNexis uniquely unites proprietary brands, advanced Web
technologies and premium information sources
12
Case Study: Clearview - IPO/Growth/Successful Sale
Clearview Cinemas: Attractive exit return for IPO Investors when sold to Cablevision
Share Price Aug 21, 1997 (market open):
$ 8.00
Sold for Share Price Dec 8, 1998 (on or about 12/8):
$24.25
Hold Time (# of days):
~ 474
Return on Investment (approximate):
233%
Clearview Cinemas Corporate Timeline
1995: Acquired 3
theaters and 11
screens
1994
Sep. 1994: Co-founded
by Bud Mayo with 4
theaters and 8 screens
1995
Dec. 1994: Received
equity from CMNY
Capital and added 3
screens
1996: Acquired 9
theaters and 39
screens
1996
May 1996: Received
equity investment of
$4.5M from MidMark
Capital
Aug. 1997: IPO – Sold
1.15M shares for $9.2M
gross
Jan. – Sep. 1998: Acquired 11
theaters and the right to
operate one theater for a total
of 54 screens
1997
1997: Acquired 14 theaters with
79 screens, added 6 screens to
acquired theaters and
constructed a 5-screen theater
1998
Dec. 1998: Sale to Cablevision
(NYSE: CVC) for $160M, including
New York City’s Ziegfeld Theatre
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS: The above information is presented solely for informational purposes, and no representation, warranty or guarantee is being made relative to the
future performance of the Company or the trading price of its Class A common stock whatsoever.
13
Long-Term Industry Box Office Success and Stability
Cinema Has Performed Well Over Decades
 Steady (1970-2012) industry growth
despite new media outlets and alternative
distribution methods
U.S. Annual Box Office Performance (billions $US)
2012
$10.8
$12
$11
5% Box Office CAGR* (1970-2011)
$10
$9
 2012 broke all-time domestic box record
set in 2009 by ~$240 million, for a total of
$10.8 billion
$8
$7
$6
$5
 Stable industry with consistent pricing
power
 Inexpensive out-of-home entertainment
option typically resilient to economic
pressures
$4
$3
$2
$1
$0
Commercial Penetration of New Media Forms “Competing” With Box Office:
Cable
VCR
Internet
DVD
Sources: Box Office Mojo, Box Office Magazine
14
DCIN Operating Metrics Growth
Early Success
 Consolidation strategy and favorable M&A environment are backdrop for opportunistically expanding theatrical footprint and screen
count
 DCIN increased total revenue per screen over last four quarters versus prior-year periods by 18%, 30%, 15%, and 48% respectively
 DCIN increased theater level cash flow (TLCF)* per screen over last four quarters versus prior-year periods by 82%, 58%, 84%, and
63%, respectively
* Non-GAAP measure – reconciliation for Q2‘13 TLCF is on slide 16
 Most recent acquisitions via JV will produce an ROI to DCIN of ~30%
DCIN TLCF/Screen (thousands)
DCIN Revenue/Screen (thousands)
80
2011
18
16
14
12
10
8
6
4
2
0
2012
70
60
50
40
30
20
10
0
DCIN Fiscal
Q3 2012
3-months
ended Mar-31
DCIN Fiscal
DCIN Fiscal
Q4 2012
Q1 2013
3-months
3-months
ended Jun-30 ended Sep-30
DCIN Fiscal
Q2 2013
3-months
ended Dec-31
2011
DCIN Fiscal
Q3 2012
3-months
ended Mar-31
2012
DCIN Fiscal
DCIN Fiscal
Q4 2012
Q1 2013
3-months
3-months
ended Jun-30 ended Sep-30
DCIN Fiscal
Q2 2013
3-months
ended Dec-31
15
DCIN Summary Financials/Non-GAAP Reconciliation
1)Theater level cash flow and adjusted EBITDA are supplemental non-GAAP financial measures.
Reconciliations of these metrics to the net loss for the three months ended December 31,
2012 and 2011, are included are included in the Company’s December 31, 2012 Form 10-Q
2)As of December 31, 2012 and 2011, respectively
3)Total attendance and average per screen attendance for the three-month period ended
December 31, 2012 include a contribution from the seven acquired UltraStar theaters based
in CA and AZ for the 13-day average stub period prior to 12/31/12. For the six-month period
ended December 31, 2012, total attendance and average per screen attendance includes the
contribution from UltraStar noted previously, and a contribution from the Lisbon theater in
Connecticut for a 94–day stub period prior to 12/31/12.
1)Excludes stock-based compensation and non-recurring organizational and M&A-related professional fees
2)Represents theater level cash flow on a consolidated basis, including the results of the Start Media /
Digiplex, LLC joint venture for an approximate 13-day average stub-period prior to December 31, 2012.
See Form 10-Q for further information.
* Following our acquisition of 74 screens from Ultrastar in December 2012, pro forma annual Revenue, Theater level cash flow, and Adjusted EBITDA is approximately $42 million, $7 million and $4 million,
respectively.
16