Coming soon: The New Roxie

What happens when an artsy film guy who has gone way into debt hooks up with a school that doesn't know how to run a nonprofit theater? We hope it has a happy ending.

Bill Banning's hair reaches up and out, like a wave breaking over his forehead. The crest of the tuft is so high, and the ceiling so low, that the two would almost meet, if Banning weren't ducking down as he walks across the projection room. Once the office and nerve center of the Roxie Cinema, it's now a decaying chronicle of more than a quarter-century of local film history.

Nearly every horizontal surface looks like a carpenter's workbench, piled with odd wrenches, pliers, glues, bolts, and bottles of chemical film treatments. The room is dim, lit mostly by ceiling bulbs, with duct-taped, upside-down popcorn buckets acting as lampshades. The walls are a collage of yellowed press clippings, photos of smiling staff and theatergoers, and fliers and posters advertising films screened at the Roxie years ago. They're souvenirs from better days, when Banning didn't wake up every morning at 4:30 a.m., feeling like he's about to take a final exam, dreading the prospect of dealing with the creditors he owes hundreds of thousands of dollars. Each item in the room triggers a memory from his long, complex, love-hate relationship with the Roxie. It's the place where he's spent most of his adult life, the place that's made him a San Francisco arts icon, the place that has, as the best movies often do, absorbed Banning into its reality.

Human-size, aging film projectors dominate the space, sturdy as steam engines, with golden knobs and glass-bubbled gauges and bronze-colored carbon tubes awaiting the chance to become torches of light, projecting images onto a movie screen. Banning speaks about them with a reverence other men might reserve for automobiles or baseball arcana. "This is the Rolls-Royce of 16-millimeter projectors, the Eastman 25," he says, pointing to a pale blue machine that must have seemed futuristic when it was designed 50 years ago. Like the Roxie itself, the projectors are well past their prime, repudiating their impending death in a charming sort of rebellion.

The Roxie will undergo major remodeling before its grand 
reopening in April.
James Sanders
The Roxie will undergo major remodeling before its grand reopening in April.
The upstairs projectionist's room in the main theater used to 
be the Roxie's office.
James Sanders
The upstairs projectionist's room in the main theater used to be the Roxie's office.
The projector at the Little Roxie.
James Sanders
The projector at the Little Roxie.
The desk where the projectionist prepares film reels.
James Sanders
The desk where the projectionist prepares film reels.
The concession booth inside the Roxie.
James Sanders
The concession booth inside the Roxie.
Banning and the main projector.
James Sanders
Banning and the main projector.
New College President Martin Hamilton.
James Sanders
New College President Martin Hamilton.
Banning with Allyce Bess, his protégé (and boss).
James Sanders
Banning with Allyce Bess, his protégé (and boss).
The Roxie's seats are from the Surf Theatre, which closed in 
1985 after almost 60 years in business.
James Sanders
The Roxie's seats are from the Surf Theatre, which closed in 1985 after almost 60 years in business.

Over three decades, the Roxie has become a mythical institution within the San Francisco film scene, screening artistic, risk-taking movies that most local theaters wouldn't. Banning is lionized by local media as the hard-fighting and enduring champion of independent film battling corporatized, faux art-house chains such as Landmark Theatres. The Roxie's mounting debt is portrayed as a badge of honor, not an embarrassment, neglecting the true stories of dozens of struggling independent filmmakers and distributors who count themselves among the theater's horde of angry creditors.

In a last-ditch attempt to save his beloved institution, Banning finally gave up managerial control in December. New College of California absorbed the theater into its nonprofit charter, with ex-San Francisco Business Times reporter Allyce Bess becoming executive director. These inexperienced new owners must persuade irate distributors and filmmakers who have been burned by Banning to screen there again. They'll also have to confront economic changes threatening the very existence of independent art-house theaters, and learn from scratch how to raise hundreds of thousands of dollars in donations for an organization with a shoddy financial past.

Banning sees the plan as the panacea that will keep the Roxie alive. Unfortunately, this picture isn't guaranteed to have a happy ending.


Last September, the Found Footage Festival played the Roxie, exposing the audience to a treasure trove of ridiculous clips from horror movie-like corporate training tapes and videos such as Michael Bolton's Winning Softball. The traveling "festival" is actually a DVD compilation of footage collected by Long Island City, Queens, comedy writers Nick Prueher and Joe Pickett, who also provide live, running comedic commentary.

In an arrangement called a "fourwall," Pickett and Prueher shelled out $3,500 to rent the Roxie for two nights, assuming all financial risk. Any ticket sales above the rental fee would be theirs to keep, but if no one showed up, they'd forfeit the upfront money to the Roxie. Other San Francisco theaters offered Found Footage better deals, but Prueher had heard of the Roxie's reputation for screening risky fare and was excited about its Mission neighborhood backdrop. Because the Roxie had no promotional budget, Pickett and Prueher did their own publicity, and even persuaded the Chronicleto run an article about the festival. Found Footage filled the theater almost to capacity at two Friday night shows, and played to sellout crowds twice on Saturday.

Before Prueher left Saturday night, the concessionaires told him Found Footage had earned $2,500 beyond the rental fee, and that he could pick up a check at the Roxie the next day. On Sunday afternoon, before a show in Oakland, Prueher called the theater. The woman who answered the phone said he shouldn't come that day. Banning was scheduled to return from a trip but was still out of town. When Prueher and Pickett finally reached him at home that night, Banning said they'd get their money soon.

Three weeks later, Prueher finally received a check for $2,260. It bounced. He called to ask for a new check, with an additional $10 to cover the bounce fee. Another check, this time for $1,000, arrived in late October. It bounced, too. Prueher kept calling, always receiving a polite response but no actual money. In mid-December, the woman who answered the phone said the theater was lobbying for nonprofit status and trying to get money from a college to cover its debts.

Found Footage has been Prueher and Pickett's main source of income since they quit their day jobs to work on a documentary film project about a lewd country singer. Instead of making money from the Roxie engagement, they had apparently provided the theater with a no-interest loan. Banning says both bounced checks were the result of optimistic "miscalculations" about revenue at the Roxie in the weeks after the checks were sent.

Prueher says he'd play the Roxie again if it actually paid up, but he doesn't feel sorry for Banning. "While I sympathize that they're an institution that chooses edgier fare, it's difficult for two of us, being the artists who did the show, to say, 'All right, we're going to give you this loan while we starve. We'll worry about rent, you guys keep trying for that nonprofit status.'"

As the weeks wore on, Prueher and Pickett started to get the feeling they weren't the only indie filmmakers on the long list of Roxie creditors. They were right.

Many independent theaters owe debts and pay late -- it's often the only way they can stay in business. Sometimes, a theater owner will withhold payment from a distributor until that distributor has another film the theater wants to show. Independent producers and directors have even less power, and are often paid in installments over the course of months. Yet several distributors, filmmakers, and theater owners nationwide say that when it comes to overdue payments, the Roxie goes above and beyond almost any theater still in business, with debts to small distributors stretching at least as far back as 1999. It's an open secret around the tightknit Bay Area film community that the Roxie pays many filmmakers very late -- and sometimes not at all.

"The worst thing that can happen is to owe local filmmakers money," says Banning, who claims that paying filmmakers is among his top priorities. But the Roxie must first pay its employees, then write checks to the IRS, PG&E, its landlord, and other organizations with the ability to shut the theater down. The way the business has been operating the last few years, little money has been left over for the people who actually make the movies.

Henry Rosenthal, the San Francisco- based producer of last year's Sundance hit The Devil and Daniel Johnston, considers Banning a friend -- their children even went to the same elementary school. He loaned Banning thousands in 1996 to finance the national distribution of Freeway, a sort of trailer park version of "Little Red Riding Hood" starring Reese Witherspoon, by Roxie Releasing, the theater's sister business unit. The film performed well in San Francisco but made little money elsewhere, and Banning defaulted on the loan. Rosenthal filed a lawsuit, recovering some of the money but forgiving a significant percentage of it.

Independent filmmakers outside the Bay Area have the least power of any creditors when the Roxie strings them along. One of the most appalling tales is that of the trio of Italians behind Jung (War) in the Land of the Mujaheddin, a documentary about a surgeon setting up a hospital for civilians wounded by war in Afghanistan. The film was originally released in the U.S. in mid-2001, distributed by the Human Rights Watch International Film Festival. After 9/11, the filmmakers agreed to show the movie for free, although many theaters continued to screen it commercially. Jung grossed thousands at the Roxie in early 2002, with the filmmakers owed more than $3,000. Banning didn't pay up until the Italian Trade Commission in Los Angeles stepped in to collect the money more than two years later. "These three guys were living in the fucking Panjshir Valley of north Afghanistan in a war hospital, and [Banning] can't even give them their $3,000?" asks Andrea Holley, a manager of the Human Rights Watch festival. "I respect his reputation as a programmer, but if he's being championed as some savior of art-house film, is that how you treat filmmakers?"

Though he's never publicly discussed it, Banning isn't indifferent to his creditors' pain. "I can't say how badly I feel about that -- and guilty," he says. "You have to face these people. You have to face their friends. That's where the 'hate' of the love-hate relationship of my feelings about the job are concerned. It's just a terrible position to be in."

Over the years, Banning's practice of running up debts has come back to haunt the Roxie. In choosing which films to show, he's now hamstrung by whom he's pissed off by not paying, hampering the theater's programming schedule. Banning claims the Roxie owes around $40,000 to distributors, half of it to just two companies, and owes money to only one localfilmmaker.

The theory is, the "new" Roxie will pay off all debts immediately, and the filmmakers and distributors will instantly change their opinion and screen their films at the theater again.

"That'll make all the difference," Banning says. "If you don't pay or you're a slow payer, they don't want to do business with you. But if they know you can pay --" He cuts himself off. "That's another painful thing, because I've known all these people for a long time ... but now they won't do business with us."

While they may be a source of guilt, Banning's personal relationships are vital to the Roxie's future, because most of the people he owes money to still love him as much as they love his theater. He has yet to pay distributor Women Make Movies $2,733.15 for the 1999 release of Divorce Iranian Style. Its executive director, Debbie Zimmerman, says the theater "holds a warm place in my heart," and she'd work with the Roxie again if paid in full.

Not everyone will be so forgiving. Some distributors say they'll only screen at the Roxie again if the theater provides an upfront guarantee of, say, $5,000, before even shipping a print.

"It's incredibly important to have their good will back," says Allyce Bess, the new Roxie executive director. "In some cases we may not get it. I understand how angry they are. I would be, too."

As the new owners try to persuade distributors and filmmakers to return their movies to the Roxie screen, they face an even more difficult problem: finding people to buy tickets to see those films.


It's Saturday night at the Roxie, the opening weekend of Aristide and the Endless Revolution, a documentary that accuses the U.S. and France of orchestrating the removal of the Haitian ex-president via coup d'état.

Neon lights illuminate the faded, badly peeling red and white paint and rusty metal of the marquee. By comparison, the theater interior seems almost modern, even with Spanish revival-style balconies on either side of the screen.

The blue hanging lamps dim. The video projector in the rear shines a sideways pyramid of light at the screen, and the movie begins.

Just six of the theater's 275 seats are filled.

There are two immediate reasons for such poor attendance: The Roxie can't afford to advertise its films or even to print a monthly calendar, and the San Francisco Chronicledidn't review Aristide.

"The Chronis 80 percent of your game," Banning says. "I've always thought that and really never had any reason to think differently."

Banning admits, though, that his problems run far deeper than the local daily not reviewing the film. Across America, market consolidation, technology, and the choices made by moviegoers themselves are squeezing profits from the entire independent theater business, to the point where its very viability may soon be called into question.

The major threat to the Roxie, of course, is that it's now possible to replicate the theater experience, in the privacy of your home, for just a few thousand dollars. Of the 113 million households in the U.S., 91 million own a DVD player, and about the same number subscribe to a cable television or satellite service. Last year, the average household bought 12 DVDs and rented 26, according to research and consulting firm Adams Media Research.

Lounging on the couch in front of a television may fail to capture the all-encompassing sights and sounds of a modern widescreen, digital-sound theater, but it's not all that different from seeing a movie at an art house. Rental services that ship unlimited DVDs to your home for less than $20 per month further sap motivation to visit the theater, especially as the window between theatrical and DVD release dates shrinks. At $8 for a single film, the Roxie offers a sense of community and nostalgia, but with less comfortable seats and a frustrating hunt for parking.

Fewer people than ever before are willing to pay that premium. The average American household bought 69 movie theater tickets during 1951. By the 1970s, that figure had plummeted to barely one ticket per month, about the same as in recent years. More than 12 percent of Bay Area households now subscribe to Netflix, the most prominent of a host of online DVD rental companies with thousands of independent films in stock.

Time and money once devoted to movie theaters now go toward playing videogames, downloading music to an iPod, or watching Internet video clips. "People have less and less time to get off their butts and less and less motivation to spend 20 bucks at a theater," says Jan Saxton, vice president of Adams Media.

When they do go to the movies, Americans are much less likely to visit small theaters playing indie films. Between 2001 and 2004, the percentage of theaters with a single screen dropped from 36 percent to 27 percent. (In mid-2003, Banning added the 50-seat Little Roxie, which shows only video, two doors down.) The top 10 American theater owners operate over 20,000 screens, more than half the screens nationwide, according to the National Association of Theatre Owners.

Even in the independent film world, chains threaten small theaters such as the Roxie. Landmark, the largest national art-house chain and owner of the Embarcadero and the Clay, among others, uses its market dominance to keep films playing exclusively at its own theaters for the first several weeks of release.

"I am living with my own Landmark policies," says Gary Meyer, the owner of the independent Balboa Theater, who founded (and later sold) Landmark. When a film opens at the Embarcadero, it won't run at the Balboa until weeks later, after it's already playing at Landmark's second-tier Opera Plaza.

Chains like Landmark (which did not return several calls for comment) are one reason only a handful of San Francisco's neighborhood theaters, which once numbered as many as 100, survive. Those few still operating are now taking drastic steps to cut costs and make up for lost revenues. Last month, the Red Vic Movie House persuaded Supervisor Ross Mirkarimi to introduce an ordinance allowing the theater to sell beer and wine.

In an industry that's being battered, in a town where nearly every independent theater is struggling financially, the Roxie has become famous for being in especially poor financial shape. Its greatest strength and obvious flaw is that it takes risks on films most local cinemas won't show, sometimes screening movies by directors who have yet to find a distributor. In the best case, Banning and Roxie Releasing President Rick Norris will distribute an otherwise overlooked film nationwide, returning hundreds of thousands to the cash-strapped theater. In the worst case, the Chronicle doesn't review a film, no one shows up, and the theater hemorrhages money for a weeklong run -- a situation only compounded when Norris and Banning are also distributing the film at an additional risk of thousands of dollars.

Since the Roxie became a repertory house in the mid-'70s, the theater has rarely prospered. During Banning's tenure, which began in 1984, the theater has teetered financially, facing monetary crises of increasing severity every few years. Roxie Releasing has always saved the day with a distribution hit, such as 1987's Vincent: The Life and Death of Vincent van Gogh and 1994's Red Rock West. The distribution arm has come up dry since the successful release of Rivers and Tides, a documentary about environmental sculptor Andy Goldsworthy, in 2002. "We distributed a lot of films that clearly were never going to make money," says Banning, "but, hey, they were great films."

The theater has since limped along, helped now and again by an influx of cash. Banning and former programmer Elliot Lavine organized a "Save the Roxie" benefit gala in 2002, raising tens of thousands from Roxie fans and local celebs such as The Right Stuff director Philip Kaufman and Roko Belic, director of the Academy Award-nominated documentary Genghis Blues, first distributed by the Roxie. That same year, the theater received a grant from the city for $113,000 to remodel part of its office space into the Little Roxie. Nevertheless, the debts continued to pile up. Despite a roughly $500,000 operating budget, the Roxie hasn't had more than $10,000 in the bank for years.

The various entities associated with the theater -- Banning, Roxie Cinema, and Daybreak Cinemas Inc. (the formal name of the corporation that owns the Roxie) -- are five years behind on taxes, with at least $70,000 due to the IRS and the state of California, according to federal and state tax records. Last May, Banning told the Chroniclehe owed $140,000 to various creditors. Now that number has jumped beyond $200,000, although new Roxie Executive Director Bess says they're hoping to negotiate down some of the larger debts. By last spring, it had become obvious that Banning would need to declare bankruptcy, sell the Roxie business, or both. Then the buyers started showing up on his doorstep.


In 1988, the summer after Allyce Bess finished fourth grade, her parents took her to the Roxie to see Vincent. As Bess was growing up in Oakland and on the Peninsula, her family saw many movies at the theater, but Vincentwas her favorite. She thought about it for months afterward, enthralled with the idea of madness, and even tried her hand at painting. It helped spark a passionate love affair with film. Eventually, watching movies became the thing Allyce Bess did with almost all her free time.

Last May, Bess read in the Chronicle that the Roxie was about to go under. It felt more like an obituary than a business story. Then she hatched the kind of idea that few other 27-year-olds actually would have acted on: Wouldn't it be great to buy the theater and turn it around?

"I wanted to be the manager and wanted to learn about film with Bill," says Bess, just as excited now, after five months of unpaid work at the Roxie, as she was at the outset. "I wanted to do it. I wanted to do it."

Bess had neither a film degree nor management experience. She'd gone straight from Sarah Lawrence College to journalism graduate school at UC Berkeley. Four years as a business reporter hadn't taught her how to run any kind of business, much less a struggling arts nonprofit with a half-million-dollar operating budget. She did, however, have something beyond a devotion to the Roxie and boundless enthusiasm for film: access to big money. Through "connections from prep school," Bess secured a $200,000 commitment from a wealthy, anonymous Peninsula family. If the Roxie went nonprofit with Bess as executive director, their money would erase the theater's debts.

Bess was one of dozens of suitors who'd come calling at the Roxie over the years, many of whom advised Banning to take the business nonprofit. He had always turned them down, afraid that a new owner, or a nonprofit board, might wrest control from him, changing the kind of movies that played at the theater. "We had a plan to extricate him from his problems," says Ron Merk, one potential Roxie buyer and a film producer and distributor for four decades. "But it meant Bill would have to walk away from the theater. That's the real issue for Bill. He's very much immersed in the Roxie image, and the Roxie image is very much immersed in Bill."

Bess and her angel donor offered Banning the chance to clear his debts and start over, but applying for nonprofit status would be a challenge, as would keeping the business from falling back into debt in the future. After 11 years without a day off -- including weekends -- and thousands of hours spent on mundane tasks like ordering candy for the concession stand, Banning needed someone who could manage the business. Among about eight interested groups, he believed New College of California held the most promise. For Banning, the school situated just down the street was an ideal match: It had an unorthodox, left-leaning curriculum; a nonprofit financial infrastructure that could immediately absorb his theater; and a board willing to cover the Roxie's future losses while leaving him in charge of programming. New College President Martin Hamilton and Program Coordinator Mary Ellen Churchill expected the theater to help their planned expansion of the media studies program, boosting the school's name recognition and adding a venue three times the size of New College's largest auditorium. After months of negotiations, the New College board of trustees approved the plan and announced the agreement just before the holidays. Once the final papers go through, Banning and Bess will officially be employees of New College, and instead of relying on Roxie Releasing revenues (or the lack thereof), the theater will be financially supported by the school.

New College and the Roxie have much in common -- unfortunately, a little too much. From the moment Jack Leary, a Jesuit priest and philosophy professor, founded it in his living room in 1971, New College was a utopian experiment. Teachers didn't lecture; they mentored. Students studied all aspects of the humanities, without, as the institution's Web site says, "the rigid disciplinary separations imposed by other schools." Yet those alternative principles extended to the school's finances and, until recently, laid-back corporate nonhierarchy. Because of serious concerns about New College's financial sufficiency, the Western Association of Schools and Colleges (WASC) placed a warning on the school three years ago, threatening its accreditation.

Recent changes may lead WASC to lift the warning, but New College is hardly the ideal owner of a nonprofit theater with a long history of financial troubles. Until a few years ago, the administration ignored fundraising; donations make up less than 5 percent of the school's annual revenue.

"New College is not that great a fundraising organization," Hamilton admits. "It's not our natural instinct. That's my job -- trying to get better at it. I'm sort of a country bumpkin when it comes to it."

Bess, who will hold primary responsibility for fundraising, has completed nonprofit training programs and is now working with a fundraising consultant. With ever-dwindling amounts of funding for the arts, the bar for winning grants will be high.

"It is so difficult to raise money in this climate, even for significant institutions with long track records," says Gail Silva, a film industry consultant who recently stepped down as president of the Film Arts Foundation.

If Bess and New College raise large donations against the odds, it's an open question how, with Banning still choosing the films playing at the Roxie, they will prevent even greater debt from accumulating. Bess hopes that increased funding for publicity materials will help fill the seats. She's also working to turn screenings into "community events" that will attract minority community members, and to invite local directors or activists to discuss issues around the films.

Banning, Bess, and Hamilton all compare the new Roxie to Film Forum, the massively successful nonprofit cinema in New York City. Yet Film Forum has three screens and the kind of like-new facilities that would cost the Roxie hundreds of thousands in additional donations -- far more than Bess can afford to spend remodeling the theater for its April 7 grand reopening. The Roxie might end up more like the Brattle Theater in Boston. That beloved single-screen cinema went nonprofit in 2001 and is now halfway through a do-or-die campaign to raise $400,000 this winter, in serious danger of being shut down.

Silva says of the Roxie: "You have a business that has had financial difficulties going into partnership with a school that has no experience in film exhibition and has a shallow history of contributed income. To me, those things don't match."


Banning sits in the Little Roxie, his long legs bent at acute angles, as if he's driving a tiny car. All of his clothing is dark: his jacket, his pants, his shirt, his socks, even his sneakers. A well-trimmed 1940s movie-star mustache grows above his mouth. He reminisces about his lifelong obsession with film, rattling off names of movies, stars, directors, and theaters long forgotten by everyone else.

He tells of the nights during the early 1950s when his family drove across a bridge to Lafayette, Ind., to see a movie, always stopping for butterscotch sundaes on the way home. Then the summer Banning turned 16, living with his beatnik older sister in Berkeley, walking up and down Telegraph Avenue visiting repertory cinemas programmed by the likes of New Yorkerfilm critic Pauline Kael. And on to 1966, the summer he took classes at the University of Maryland but managed to see every single movie released in Washington, D.C.'s theaters. Flashing forward to grad school at Madison, where Banning planned to write an English Ph.D. thesis on Nabokov but ended up taking only film classes, screening movies for students in classrooms and church basements in what he and his friends called "the 16-millimeter capital of the world." Finally, his return to the Bay Area, working as a distributor before taking over the Roxie.

At the Sundance Film Festival later this month, most industry types will watch a couple of movies, take some meetings, and attend many, many parties. Not Bill Banning. This year, just like every other year, he will watch about 55 films and see very little daylight, even though the Roxie hasn't screened or distributed a Sundance picture in years.

It's oddly fitting that 9/11, which Banning calls the most traumatic experience of his life, took place while he was attending a film festival. He stood in front of the concession stands at Toronto's Varsity Theatre with a group of other Americans, eyes glued to the television images of one burning tower and the other up in smoke. In a time of intense emotional pain -- he cried every day for two weeks afterward -- Banning dealt with the situation the only way he knew how. "What am I gonna do?" he thought. "See a movie." He attended three screenings before the festival's organizers shut it down for a day.

People like Banning, for whom the movie theater is a kind of church and its films both Scripture and priest, are now in the minority. There are other great neighborhood theaters in San Francisco, but for those who love watching independent films on the big screen, the Roxie is sacred ground, worth keeping open no matter the cost.

San Francisco has a bevy of cultural institutions that wouldn't survive on ticket sales alone: the de Young Museum, the San Francisco Symphony, the San Francisco Opera. The Roxie's success rests on its new owners' ability to convince donors that the theater is valuable in the same way: worthy of money to keep it alive, despite the small number of people who care enough to patronize it. The sad truth is that museums, symphonies, and operas are not seen by the man on the street as a fun way to spend an afternoon. The organizations that fund mainstream, highbrow arts institutions possess cultural heft, but they're viewed as supporters of educational, boring, even "dead" art forms.

If the Roxie lives on as a fund-seeking nonprofit, it will be one of many signals that the risk-taking, independent art-house theater may be dying as well, morphing from fringe culture into just, simply, culture.

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