Current Report Filing (8-k)
March 10 2021 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
March
10, 2021
Date
of Report (Date of earliest event reported)
BALLANTYNE
STRONG, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-13906
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47-0587703
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
No.)
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Identification
Number)
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4201
Congress Street, Suite 175
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Charlotte,
North Carolina
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28209
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(Address
of principal executive offices)
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(Zip
Code)
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(704)
994-8279
(Registrant’s
telephone number including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
Shares, $.01 par value
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BTN
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NYSE
American
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Item
2.02 Results of Operations and Financial Condition
Ballantyne
Strong, Inc., a Delaware corporation (the “Company”), issued a press release on March 10, 2021,
with earnings information for the Company’s fourth fiscal quarter ended December 31, 2020. The press release is furnished
with this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1.
Item
7.01 Regulation FD Disclosure
The
information set forth under Item 2.02 of this Current Report is incorporated herein by reference. In addition, on March 10, 2021,
management of the Company plans to discuss the Company’s financial results for the fourth quarter ended December 31, 2020,
and the Company’s business plan, strategy and outlook on an earnings conference call with analysts and investors. The
supplemental slides to be referenced during the conference call are furnished with this Current Report as Exhibit 99.2.
The
information contained in Items 2.02 and 7.01 to this Current Report, including the exhibits, is being “furnished”
and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Forward
Looking Statements
In
addition to the historical information in this Current Report on Form 8-K and in the exhibits to this Current Report on Form 8-K,
it includes forward-looking statements, such as our expectations regarding future sales, the impact, length and severity of the
COVID-19 pandemic, and the adequacy of the actions taken in response to the pandemic, which involve a number of risks and uncertainties,
including but not limited to those discussed in the “Risk Factors” section contained in Item 1A in our Annual Report
on Form 10-K for the year ended December 31, 2020, to be filed with the Securities and Exchange Commission (“SEC”)
on or about March 10, 2021, the Company’s subsequent filings with the SEC, and the following risks and uncertainties: the
negative impact that the COVID-19 pandemic has already had, and may continue to have, on the Company’s business and financial
condition; the Company’s ability to maintain and expand its revenue streams to compensate for the lower demand for the Company’s
digital cinema products and installation services; potential interruptions of supplier relationships or higher prices charged
by suppliers; the Company’s ability to successfully compete and introduce enhancements and new features that achieve market
acceptance and that keep pace with technological developments; the Company’s ability to successfully execute its capital
allocation strategy or achieve the returns it expects from these investments; the Company’s ability to maintain its brand
and reputation and retain or replace its significant customers; challenges associated with the Company’s long sales cycles;
the impact of a challenging global economic environment or a downturn in the markets (such as the current economic disruption
and market volatility generated by the ongoing COVID-19 pandemic); economic and political risks of selling products in foreign
countries (including tariffs); risks of non-compliance with U.S. and foreign laws and regulations, potential sales tax collections
and claims for uncollected amounts; cybersecurity risks and risks of damage and interruptions of information technology systems;
the Company’s ability to retain key members of management and successfully integrate new executives; the Company’s
ability to complete acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or other transactions
on acceptable terms, or at all; the impact of the COVID-19 pandemic on the companies in which the Company holds investments;
the Company’s ability to utilize or assert its intellectual property rights, the impact of natural disasters and other catastrophic
events (such as the ongoing COVID-19 pandemic); the adequacy of insurance; the impact of having a controlling stockholder and
vulnerability to fluctuation in the Company’s stock price. Given the risks and uncertainties, readers should not place undue
reliance on any forward-looking statement and should recognize that the statements are predictions of future results which may
not occur as anticipated. Many of the risks listed above have been, and may further be, exacerbated by the ongoing COVID-19
pandemic, its impact on the cinema and entertainment industry, and the worsening economic environment. Actual results could differ
materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties
described herein, as well as others not now anticipated. New risk factors emerge from time to time and it is not possible for
management to predict all such risk factors, nor can it assess the impact of all such factors on the Company’s business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. Except where required by law, the Company assumes no obligation to update, withdraw or revise
any forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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BALLANTYNE
STRONG, INC.
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Date:
March 10, 2021
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By:
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/s/
Todd R. Major
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Todd
R. Major
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Chief
Financial Officer
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