Risks Specific to The Speakeasy
Theatrical production is a high-risk industry and ticket sales are very difficult to predict.
The majority of Broadway and off-Broadway commercial theatre productions fail to recoup their production costs. Of the ones that do, many do not realize significant profits. Commercial theatre projects outside of New York are comparably risky. There is no assurance that the Play will be an economic success, even if the Play receives critical acclaim. The success of any previous production of the Play in no way predicts that any subsequent production of the Play will experience similar success. Many factors beyond artistic merit contribute to the success or failure of a theatrical enterprise, including venue location and size, ticket prices, media response, external market factors and marketing activities. The availability of a certain number of tickets for the Play does not mean that the majority of those tickets will be sold. In order to maintain interest in the Play, tickets may be sold below prevailing market prices, which may reduce the profitability of the Company.
Classification of performers as independent contractors may be disallowed by the California Employment Development Department (the “EDD”).
In the San Francisco Bay Area, some theatre companies operate under the auspices of one or more contracts with Actors Equity Association, the labor union representing professional actors. Many theatre companies do not operate under such union contracts. It is common practice in this region for non-union theatre companies to classify performers as independent contractors rather than payroll employees. We intend to follow this common industry practice by paying non-unionized performers on an independent contractor basis. We are aware that in recent years, several theatres in the Bay Area have been subject to audit by the California Employment Development Department (EDD), and that some such audits have resulted in letters of determination, fines and penalties related to this practice. In the event that we receive an audit by EDD, we may be required to reclassify non-unionized performers as employees, and this change (as well as possible fines or penalties) could result in a substantial increase in operating costs that could reduce the profitability of the Company.
Our debtholders do not elect the Managing Members and will not have the ability to influence management decisions.
Unlike the holders of common stock in a corporation, our debtholders will have no voting rights on matters affecting our business, and therefore investors will not have the ability to influence decisions regarding our business. Furthermore, if our debtholders are dissatisfied with the performance of our Managing Members, they will have no ability to remove or replace our Managing Members.
Managing Members may decide to close the Play at any time.
The Managing Members have the sole and unconditional right to close the Play and cease operation of Sam Lee Laundry, at any time and for any reason, either before or after the commencement of performances. A decision to close the Play prior to full repayment of loan that is the subject of this investment could result in reduced returns for investors, or investors losing some or all of their investment.
Our investment in venue development will not be recoverable.
A portion of the proceeds raised from this offering may be expended on leasehold improvements and capital equipment that shall immediately become the property of Boxcar Theatre, our producing partner and the leaseholder of the Theater. In the event that we cease operations prior to the full repayment of the loan that is the subject of this investment, debtholders shall not be entitled to liquidate such assets for the purpose of recovering their investments in our company, or for any other purpose.
There is unlikely to be any secondary market for these securities, nor the possibility of capital appreciation.
No market presently exists for resale of these debt securities and it is unlikely that one will develop. Holders of these debt securities may not assign them to another party without the consent of the Managing Members. This offering does not provide a mechanism for revaluation of Sam Lee Laundry, nor for capital appreciation of these debt securities. It is unlikely that the sale, assignment, acquisition or other disposition of these debt securities will result in appreciation of any debtholder’s investment. We do not intend to have these debt securities quoted on any OTC Markets platform or listed on any exchange, now or at any point in the future.
These debt securities are unsecured and will be junior to all currently existing borrowing.
Sam Lee Laundry is not pledging any assets as security for the loan that is the subject of this investment, nor is any person or entity providing a guarantee. In addition, Sam Lee Laundry is a co-borrower with Boxcar Theatre on a non-revolving commercial line of credit with California Bank of Commerce (CBC) in the amount of $1,000,000. This CBC loan is secured by the assets of both companies and is personally guaranteed by the managing members. Furthermore, the Company has borrowed $100,000 from one of the managing members, and may in the future borrow additional funds from managing members, or investor members (collectively, "Personal Loans"). In the event of bankruptcy or business failure, the CBC loan shall be senior to all other indebtedness; Personal Loans shall have second priority; and the debt securities that are the subject of this investment shall be third priority. If company assets are insufficient to resolve the CBC loan and all Personal Loans, investors in the debt securities that are the subject of this investment may receive no portion of the proceeds from the liquidation of company assets. In the event that the Company defaults on these debt securities, the debtholders may have no recourse beyond the assets of the Company.