Independents Rising: How the Barstow Family Brought ACX Cinemas to Life

Courtesy of ACX Cinemas

It all started with a newspaper ad.

The year was 1988, and Bill and Colleen Barstow were living in Plattsmouth, Nebraska, her working in a small local bank and him on active military service, serving as a weather forecaster for the Air Force’s Air Weather Service. Prior to being stationed in Nebraska, Bill’s work had led the Barstows all around the country–including a stint as a hurricane hunter–but now they had two young daughters to care for, putting Bill on the hunt for a career with more geographic stability than the Air Force could provide. 

“I had always been a hustler,” recalls Bill—growing up poor in Detroit, if he wanted to buy something he had to go out and earn the money to buy it. A job behind a desk wouldn’t be fulfilling, and Colleen, she remembers saying, didn’t “picture [him] being a weatherman on TV.” An ad for a small-town, single-screen theater piqued Bill’s interest. The Barstows had never seriously considered owning a cinema and didn’t have any contacts in that world, but Bill had always wanted to be an entrepreneur—had already been one, in a way, from a young age, “going door-to-door selling gardening seeds or greeting cards or stuff like that. If it was in the back of a comic book and I could sell it, I would.”

And, as for the rest of it—the operational whys and hows of running a movie theater—well, Bill and Colleen could figure it out as they went along.  What might have been a brief professional detour turned into a commitment when they were hit with a $1,200 bill for a down payment. “My wife and I had nothing,” Bill recalls. “So we scrambled and borrowed $1,200 over three different credit cards, cash advances, to come up with a down payment for our first theater. That’s how we got started in this industry. Fast forward, and… I wouldn’t suggest that to anybody as the way to get into business!”

But for Bill, the risk and the uncertainty of the theater business, with different product coming out every week, was a feature, not a bug. “We’re all hidden gamblers,” says Bill of his industry cohorts. “We don’t have to go to Vegas to gamble. We have this hidden gamble that we do with every season, every movie.”

The gamble paid off–and now, 35 years after taking the first steps on their new career path, that single theater is a chain of six—first called Main Street Theaters, now going by the name ACX Cinemas. And instead of two Barstows keeping things going, there’s a whole family’s worth: Bill and Colleen, along with their children Andrea, Amy, and Michael.

Initially, the philosophical underpinning behind ACX Cinemas, then Main Street Theaters, was to preserve theaters in small markets that, had they closed for good, would have left their communities without a vital hub. “To me, the movie is always secondary,” says Colleen. “We like bringing people together. We like telling a story. And that story isn’t necessarily the story that’s up on the screen. It could be a story of [a couple of friends] who haven’t been out for six months: ‘Let’s get together. Let’s see a movie.’ I like the backstories: What brings people to movies, and then the stories they leave with.”

For Bill’s part: Most people, he says, get into the industry either because they love the technology of it (“They love the gears and oil and everything that goes into a movie projector”) or because they love old movies. For him, it was something different. “I love the idea of selling movies,” he says, of “motivating people to spend time in what I considered my living room.” Bill calls that the “marketing aspect” of the cinema business. The pioneers of the cinema industry would have called it something else: just plain showmanship.

Like the early days of cinema, the early days of ACX involved a lot of running around and figuring things out on the fly. Colleen, who quit her bank job-slash-security net in 1992, would drive around collecting film prints from other independent distributors and delivering them to the Barstow theaters–“I’d get in the car with Mom, and we’d go and get my McDonald’s breakfast. [Then] we’d start delivering film to the different locations,” recalls Michael Barstow. “As a kid, that was just normal.” Michael and his sisters, as they grew up, would “jump in and tear tickets and help clean auditoriums,” he recalls. At 16, Andrea (now Andrea Barstow-Olson) was managing her own theater. The kids grew up, went to school, and stayed in the family business, Andrea as executive vice president of marketing and partnerships, with Michael as an EVP on the business and development beat.

As for Bill, during the early days of Main Street Theaters, he was in the midst of a deep dive into the world of film booking, negotiating deals and establishing relationships with studios. The late Bob Fridley, founder of Iowa-based Fridley Theaters, told Bill over lunch that the only way he’d truly get to know the cinema industry was by booking his own product. “I really took it to heart,” says Bill. “I took it so to heart that literally, within a week or two, I went and bought a suit and drove to Chicago, Dallas, and Los Angeles to knock on doors and say, ‘Hi, I’m Bill Barstow. I’m a film buyer.’ I, in a relatively short amount of time, built a film buying circuit of almost 100 screens across the Midwest. I really wanted to understand the push and pull of this business, and I wanted to understand every little [bit of] minutia that I could. I always thought it gave me a leg up with the competition because I understood every moving piece.” Bob Fridley’s tip on film booking was “certainly some of the best advice I got” about the cinema industry, reflects Bill—who notes that Bob was gracious to share that advice with him, even though he’d “cockily asked if I could meet him for lunch or something. Not thinking how busy this man must be!” 

Reaching out to people doing interesting things and asking how they pulled them off has been a cornerstone of Bill’s career and, in terms of ACX, has borne fruit, particularly in the area of F&B. “I would try and hit as many big theaters as I could, [talking to] people who had already pioneered some things. I would go and ask to talk to an owner, a general manager. ‘Give me the rundown. Help me out here. What does this look like? What happens if you do this?’ I got a lot of information and came back, and [we] just tried to do it ourselves.” 

The Barstows were early experimenters in the world of expanded cinema concessions, introducing hot food to their business in the late ‘90s. Needless to say, they were a bit too ahead of the curve. “We would try everything and anything, not realizing we were in some pretty small-market situations” and that offering more than just concession-style fare “wasn’t going to move the needle”—at least, not yet. Skip ahead to the early 2010s, and the majors were in the midst of a conversion to recliner seating, making it difficult for the Barstows to draw attendance to their theaters. Rather than admit defeat, the family turned to what Bill calls “our first North Star”: bars in movie theaters. 

From there, the family gravitated back to restaurant-quality food, borrowing from pooled knowledge of the cinema and restaurant industries gathered over decades to craft their own F&B concept: restaurants connected to theaters. “It’s not that we wouldn’t do full dine-in,” says Bill, “but we liked the idea of having a restaurant that can stand on its own property. It’s got its own parking field. It’s got its own feel. If I’m in that restaurant, I don’t even know the theater’s there unless I want to know—we build in such a way that there are walls and cool little seating nooks.” For those who then wanted to catch a film, there would be “kind of like a Vegas patio that bleeds into the theater.”

“Nothing makes me happier than to get around a community of other theater owners and start sharing things,” says Bill–though he warns that he “will exit a conversation if it’s turning into sharing horror stories…I don’t have time for that kind of stuff.” That drive towards participating in a shared community is why the Barstows gravitated to CinemaCon. “That was always our big eighth-grade present when we were kids,” recalls Andrea—getting out of school for a week to go to CinemaCon (or ShoWest, as it was then called) with their parents. “I remember my sister got to meet Heath Ledger the year she went.”

Colleen, in particular, got involved with the National Association of Theatre Owners (NATO) over the years, now serving as the chairwoman of NATO’s Independent Theatre Owners Committee and the only elected woman on NATO’s Executive Board. “I’m surprised how many independents have not even been to CinemaCon once, because I really think they’re losing out,” she says. “Independents—it’s kind of a different world. You feel like you’re out on an island by yourself. But if you would only open yourself up and maybe learn from your competitors, and learn from the chains…”

The benefits of taking lessons from competitors and using them to fuel growth can be seen right there in ACX Cinemas’ story. “From the minute we started, we were always competing against big theaters,” says Bill. “We saw the importance of providing all the amenities you expected in a big market”: recliners, F&B options, PLF screens. (ACX has two types: the 70-foot-wide InfinityScreen, with heated recliners, laser projection, and Dolby Atmos; and ACX Select, with recliners, an oversize screen, digital projection, and immersive sound) Having fewer resources than major chains wasn’t an excuse to provide a worse experience; it was just a reason to work harder. “What’s in our four walls is the same thing that’s in their four walls,” says Colleen. “So why are you allowing them to think that they’re anything different [from] you, except for their size? You can offer the exact same things. Not on their large scale, but you can do what they’re doing.” Both Bill and Colleen bristle at the designation “Mom and Pop.” ”It somehow [puts] you in this [category] where you really aren’t competing at a high level,” says Bill. “We are a fully formed company that understands what guests want. Within the constraints [of being an independent], certainly in the early days, we may not have had the capital to expand or to provide everything we wanted to. But as we went along and we were building bigger complexes, I would put us up against anybody.”

“We’ve never had the luxury of having an abundance of resources,” says Andrea—but, as in the early days of cinema, showmanship closes the gap. Upon entering a new market, “we [always] made sure that the radio stations and the TV stations knew who we were. [We’d find out] if there was something that needed to be commented on, or we would reach out and say, ‘Would you like a comment on this?’” says Bill. ”We get our face and our brand out there in front of people.” 

“We used to participate in parades, things like that,” says Colleen. “I doubt that AMC is jumping in [to] be in a community parade.” At ACX Cinemas locations, you’ll find regional film festivals, independent screenings, fundraising events for nonprofits, and Chamber of Commerce meetings—and that’s just the start. “You have to get involved with your community,” says Colleen. “You have to let your community know that, when they’re planning an event, you should be their first call, not their second call when they can’t find somewhere else.”

The importance of diversifying beyond traditional movie screenings is something that was made very clear to cinemas between the years of 2020 and 2022, as studio slates emptied and screens were at times left with little content to fill them besides anniversary screenings of The Goonies. During the worst days of the pandemic, the Barstows “worked with a bunch of theater owners in Nebraska, Iowa, and South Dakota and started lobbying Congressional leaders for CARES Act funds,” says Bill. “We’re very proud of the fact that we collaborated and we worked with a bunch of people to raise over $8 million for theaters. Then [we] got connected with NATO and would go to DC during the pandemic and help lobby for SVOG [Shuttered Venue Operators Grant] funds.”

The Barstows also had many conversations around the dinner table (whether Zoom was involved or not) about the future of their business. “We sat down as a family and said, ‘What do we need to do so our eggs aren’t in one basket?… Because if something like this comes around again, I don’t know that we can survive it a second time,” says Colleen. Coming out of the pandemic, ACX hired a culinary director, Dan Watts; a beverage director, Tyler Schaeffer; and a hospitality director, Sarah Ellenbolt. Their newest location, a former iPic Theaters’ cinema in the Milwaukee area, has 11 lanes of bowling, 7,000 square feet of gaming, a restaurant, and several bars in addition to its six screens. “I think we’ve gotten a little bit smarter at rounding out the portfolio so that we are a more well-rounded company that can survive things. Not to say, survive the pandemic again. But to be able to withstand the ups and downs and the pressures that come in this business,” says Bill.

This era of pandemic-fueled reflection also prompted the Barstows to refine and put down ACX’s five core values [see sidebar]. These have served as tenets to live by during the ongoing growth of the company and also in their personal lives—even though, with the Barstows, the personal and the professional are often the same thing. With those core values set at the center of everything they do, the Barstows are open to possibilities and poised for expansion. With their aforementioned Milwaukee theater, the Bayshore, they’ve gone the CEC (cinema entertainment center) route; with Chicago’s Harper Theater, re-opened by ACX in the summer of 2023, they’re stewards of the legacy of a theater that’s served Chicagoans for over 110 years. The two theaters, in many ways, couldn’t be more different, except that they both represent the Barstows’ love of a challenge and dedication to providing an exceptional cinema experience. (There are no bowling lanes going into the historic Harper, but it does now have heated recliners and upgraded F&B services.) The Barstows will continue pushing their five core values with every expansion, including a location slated to open in the Blue Ash suburb of Cincinnati, Ohio, in Q1 of next year and the Inkwell cocktail lounge in Chicago, developed in collaboration with ACX’s beverage director Tyler Schaeffer and currently targeting a late Q4 2023 opening. 

From there—who’s to say? “We don’t look backward very much, and that’s because we’re always looking for the next challenge,” says Bill. In this industry—and as a showman and entrepreneur in general—“You should wake up every day just a little afraid… You need to be afraid that the movie’s not going to start on time, that there’s going to be a problem with the KDM or the popcorn machine. Everything’s got to be prepared, and you have to have that fire in you that you don’t want to fail.”

ACX Cinemas’ Five Core Values

  1. Good Humans

“We found that if we associated with good humans, good things were going to happen. Whether it’s negotiating for a location or working with a landlord, or working with film studios, we always took the angle of, ‘How can we appeal to the good nature of humans around us?’ Because [doing so] would always return that same [treatment] right back to us.”

—Bill Barstow

  1. “We Like to Do Hard Sh*t”

“We like to do hard sh*t. If it’s a market we don’t know at all, that’s not going to stop us. We want to jump in there, and we want to learn it. It’s going to be hard, and we have to try and figure out how to tell our story, but we’re going to do [it], and we’re not going to stop.”

—Michael Barstow

  1. Figure It Out

“[In the early days,] we were hanging our own wall coverings in theaters. We’re hanging our own speakers. We’re building our own screen frames. You have to be able to figure all that stuff out. As you grow, and you get further into this business, you [have] other things you have to figure out, whether it’s the quagmires of POS systems and third party sales and all those kinds of things.”

—Bill Barstow

  1. TLC: Trust, Loyalty, Commitment

“We want to be able to inspire trust, loyalty, and commitment in anybody that we do business with. We want you to know that we have your back and [that] we’re only moving in a positive direction.”

—Bill Barstow

  1. Moment In Time

“At any moment in time that a guest is interacting with us, it has to be perfect. Whether that is Monday at 8 pm at one of the restaurants, and the staff is itching to get out of there [because] it’s been a long day, or it’s Saturday at 7 pm when the place is crazy. Moreso now than ever, it’s hyper-competitive to get somebody to come into one of our businesses and spend their hard-earned dollars. They’re expecting something in return. [What] we offer can’t be different depending on what time or what day you decide to interact with us.”

—Michael Barstow

Courtesy of ACX Cinemas

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