A Utah businessman built his eight event venues by bilking people at dental conferences out of their money with lies and a PowerPoint presentation, a federal lawsuit states.
Steven Down, the man behind The Falls Event Center LLC, was sued in federal court in Utah on Thursday by the U.S. Securities and Exchange Commission.
According to the lawsuit, Down built and operated event centers in five states through high-interest loans from private investors.
In a consent agreement dated Dec. 12 but filed Thursday, Down agreed to pay a $150,000 fine “without admitting or denying” the SEC’s allegations.
However, after reading the SEC’s complaint, Down said Friday that he plans to withdraw from the consent agreement, saying the SEC was misleading about how damaging the complaint would be.
“We are outraged by the ‘bait and switch’ committed by the SEC,” he said in a news release.
The 60-year-old Draper businessman owns several companies and is co-founder of the Even Stevens sandwich chain. He told investors that his event centers were on their way to 35 percent annual profits, according to the lawsuit.
By 2022, he allegedly told them, he would have an empire of 200 venues, bringing in $70 million per year, and “The Falls would achieve a price/earnings ratio of 40, causing it to be worth $2.8 billion,” according to the lawsuit.
But, according to the lawsuit, the SEC found that the company’s accounting statements projected a different future.
Down started pitching his venture in 2011 and has since received $120 million from 300 investors, according to the lawsuit. To get money, Down sponsored seminars for dentists and presented investment options to attendees during lunch breaks.
He used PowerPoint slides, unchanged for years, purporting that his event centers were profitable even before they opened, because of advance bookings, the lawsuit says.
In 2013, he opened his first event center in St. George. The Falls now has event centers in Trolley Square in Salt Lake City; Elk Grove, Fresno and Roseville, Calif.; Littleton, Colo.; McMinnville, Ore.; and Gilbert, Ariz.
Because Down could not secure a bank loan, he took 10 percent to 14 percent interest loans from private investors. The loans were secured by mortgages on the event centers, according to the lawsuit, and, as of September, the principal on the loans was $33.5 million.
That same month, the SEC found, the company had $78 million in outstanding promissory notes. The company’s financial statement said the interest accrued on the notes was $2 million, the lawsuit says.
Pontis Architectural Group, the firm that designed and built several event centers and hotels for The Falls Corp. and related businesses, filed a lawsuit against Down’s company Friday. The suit says the corporation and its related entities owe outstanding amounts on 20 buildings.
No one from the corporation has responded to a March letter requesting repayment of the $368,903.18, according to the suit, filed in 3rd District Court.
Down didn’t answer calls seeking comment, and his voicemail box was full. He did not immediately return an email from The Salt Lake Tribune. His attorney Daniel Hill did not immediately respond for a request for comment Friday morning. Part of Down’s agreement with the SEC also prohibits him from making “any public statement denying, directly or indirectly, any allegation in the complaint.”
Down bills himself as a “cause capitalist,” according to his website. His sandwich company, Even Stevens, gives a sandwich to a nonprofit for every sandwich it sells to a customer. The company has given more than 2.8 million sandwiches, according to its website.
Even Stevens issued a statement that while Down is a founder and one of its “many” investors, he “has no role in the day-to-day management or operations of our company.”
The sandwich company — which is not named in the Thursday filing — added that it is separate in ownership and operation from The Falls Event Center.
Down’s website says his companies are a “force for good” and that he focuses on helping communities. Think Realty, a company that describes itself as a “source for all the tools real estate professionals need to succeed,” named Down Humanitarian of the Year in 2017.
But when selling investors on The Falls, the lawsuit states, Down constantly misrepresented the state of the centers and their potential.
Once investors bought in, Down had little communication with them outside of a quarterly newsletter, according to the lawsuit. In an August 2014 edition, Down told investors, “The Falls at St. George is now profitable and gaining momentum. A monthly return on revenue of 35 % is looking possible sometime this year!”
According to the lawsuit, The Falls’ accounting statements showed that from January to August, the facility had a net operating loss of $81,531.
In a September 2015 newsletter, Down said he had five buildings, all making profits, the lawsuit says. Financial statements showed that to that point, they had lost a combined $864,700.
In 2016, the chief financial officer of the company, who isn’t named in the lawsuit, attended one of Down’s presentations. Afterward, he told Down to stop telling potential investors the centers were making money when they weren’t, the lawsuit states.
While presenting to investors in Seattle in January 2017, the lawsuit quotes Down as saying, “We went into Elk Grove and built these two buildings. These two buildings were profitable in one month. We’re getting about a 35 percent return this year.”
According to the lawsuit, Elk Grove lost $114,268 in its first month and $84,186 in its second.
The lawsuit says it’s highly improbable that Down thought he was telling investors the truth and, at the very least, Down was guilty of negligence.
In a letter delivered to the SEC on Friday, a copy of which is included in the news release, Down’s attorneys said he only consented to allegations of negligence. But the SEC’s filings imply fraud “throughout.”
“The complaint is literally a death knell for the events center and Steve Down’s efforts to raise money for his businesses, which we assume you know,” the letter states.
According to the release, the SEC’s investigation was always intended to be private but was publicized by an Oregon newspaper in 2017 “at the urging of certain ill-motivated individuals.”
According to the SEC complaint, Down received regular financial statements, and executives in the company told him the centers were not making money. They told him his model was unsustainable due to the “huge amount of mortgage debt on the event centers and because of the tens of millions of dollars of note principal and accrued interest,” the lawsuit says.
That didn’t appear to stop Down from continuing with the same model, according to the lawsuit; the company owns 13 parcels of vacant land slated for new event centers.
According to Down’s statement, he and his legal team are prepared to defend against every allegation made in front of a judge. However, members of his legal team from Snow Christiansen & Martineau are now witnesses in the case, due to allegations in the complaint, the letter states, and Down will now have to find new attorneys.
Despite the damage Down’s attorneys say the filing did to his and The Falls’ reputations, Down said he plans to continue building his venue empire.
“Let me also stress that The Falls will continue to conduct business as usual,” he said in the news release.
Reporter Mariah Noble contributed to this story.
