8-K

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

August 7, 2007

Date of Report (Date of earliest event reported)

BALLANTYNE OF OMAHA, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13906	47-0587703
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File No.)	Identification Number)

4350 McKinley Street
Omaha, Nebraska	68112
(Address of principal executive offices)	(Zip Code)

(402) 453-4444
(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) :

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K

Item 2.02 Results of Operations and Financial Condition

Ballantyne of Omaha, Inc. (the “Company”) issued a press release on August 7, 2007 with earnings information on the Company’s quarter ended June 30, 2007. The press release is furnished with this Form 8-K as Exhibit 99.1.

Item 9.01               Financial Statements and Exhibits

(d) Exhibits.

99.1 Press Release with earnings information, dated August 7, 2007, issued by the Company.

The information contained in this Current Report under Item 2.02, including the exhibit referenced in Item 9.01, is being “furnished” pursuant to “Item 2.02 Results of Operations and Financial Condition” of Form 8-K 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, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

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.

	BALLANTYNE OF OMAHA, INC.
Date: August 8, 2007	By:	/s/ Kevin Herrmann
		Kevin Herrmann
		Secretary/Treasurer and
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEWS ANNOUNCEMENT	FOR IMMEDIATE RELEASE
Conference call:	Today, Tuesday, August 7, 2007 at 4:30 p.m. EDT
Webcast / Replay URL:	www.earnings.com The replay will be available on the Internet for 90 days.
Dial-in number:	800/926-4402 (no pass code required)

Ballantyne Q2 Net Revenues Increase 6.8% TO $12.7 Million;
Reports Net Loss of $0.01 per share, Reflecting
a $0.03 per Share Charge for Goodwill Impairment

— Secures Order to Equip Two Theater Complexes with Digital Projection Equipment —

OMAHA, Nebraska (August 7, 2007) Ballantyne of Omaha, Inc. (Amex: BTN), a motion picture projection, digital cinema and specialty lighting equipment and services provider, today reported financial results for the second quarter (Q2) and six months ended June 30, 2007.  Ballantyne also announced that its Strong Digital Systems (SDS) division has been awarded a contract by Regal Cinemas to provide a total of 25 NEC Starus digital projection systems for two new theatre complexes.  Systems for the first complex will ship later this month, while shipments for the second complex are anticipated no later than year-end.

Net revenues in Q2 2007 were $12.7 million, a 6.8% increase from net revenues of $11.9 million in the year-ago second quarter, principally reflecting $1.1 million of revenues contributed by Strong Technical Services, which was acquired effective June 1, 2006.  Gross profit in Q2 2007 was $2.5 million, or 19.6% of net revenues, versus Q2 2006 gross profit of $2.7 million, or 23.0% of net revenues.  The expected decline in gross profit reflects an increase in lower margin services and distribution revenues, increases in non-cash inventory reserves of $0.2 million and non-cash write-downs of $0.2 million pertaining to digital projection equipment being used for testing and customer demonstrations.

As a result of an analysis conducted during the quarter on a reporting unit within the theatre segment, Ballantyne recorded a pre-tax impairment charge of $0.6 million, or $0.03 per diluted share after tax to write down the remaining goodwill within the unit.  This analysis took into consideration the ongoing transition in the Company’s strategy and operations, moving from the manufacture of traditional film equipment to a business model focused on the distribution and service of digital projectors.  The effect of the charge has been to reduce Q2 reported net income and EPS, creating a net loss for the quarter.

Q2 2007 selling, general and administrative expenses (excluding the goodwill impairment) increased 28.7% to $2.3 million compared to $1.8 million in Q2 2006, reflecting a variety of factors including expenses related to the addition of Strong Technical Services, increased salary and benefits as well as information technology and Sarbanes-Oxley compliance costs.

Reflecting the impact of the goodwill impairment charge, and the non-cash charges referred to earlier, the Company reported a Q2 2007 net loss of $0.2 million, or $(0.01) per diluted share, compared to net income of $0.7 million, or $0.05 per diluted share, in Q2 2006.  Per share results for the second quarters of 2007 and 2006 are based on a weighted average number of diluted shares outstanding of 13,813,048 and 13,977,937, respectively.

Net cash decreased to $19.9 million at the end of Q2 2007, compared to $22.6 million at December 31, 2006 primarily due to the Company’s purchase and transfer of inventory during the period in exchange for the Company’s investment in Digital Link II, LLC, of approximately $2.7 million.  Additional cash was also utilized in the quarter to further expand the Company’s inventory of digital projection equipment, which now amounts to approximately $4.0 million.

John P. Wilmers, President and Chief Executive Officer of Ballantyne, commented, “Excluding the impact of goodwill impairment and other non-cash charges, Ballantyne’s Q2 financial performance was solid and reflected some costs related to our preparations for the anticipated rollout of digital cinema in 2008.  Demand for analog equipment remained steady at the same time our Strong Digital Systems team worked actively to demonstrate the NEC Starus Line.  We are pleased to announce that NEC’s STARUS NC2500S DLP Cinema projector won the American Business Association “Stevie” Award for Best New Product or Service introduced to the American marketplace during the past year.

“During the second quarter we continued to devote substantial effort on our acquisition review process and in developing a new distribution territory for digital cinema equipment in Asia.  We are focused on these initiatives which we believe could represent attractive long-term growth opportunities that would leverage our core business and industry position.

“While visibility remains limited for the exact timing of the start of the industry-wide digital cinema rollout, we expect a modest initial rollout from the leading consortium of cinema operators by the end of this year.  We have been building our digital inventory and performing expected integration work in order to reduce lead times required to

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satisfy future customer orders.  We believe that a broad scale rollout in 2008 will follow modest deployments in 2007.  Again, our strong product and service offering, combined with our deep, long-term industry relationships and commitment to customer service, form the core of our value proposition and underscore our belief that we will secure a substantial share of the digital cinema procurement and services opportunity when it comes.”

For the six-month period ended June 30, 2007, net revenues were $25.6 million compared to $24.3 million a year ago.  Gross profit in the first half of 2007 was $5.2 million, or 20.3% of net revenues, compared to first half 2006 gross profit of $6.1 million, or 25.0% of net revenues.   Reflecting the $0.6 million ($0.03 per diluted share after tax) charge for goodwill impairment in Q2 2007, net income for the first six months of 2007 was $0.4 million, or $0.03 per diluted share, compared to net income of $1.6 million, or $0.12 per diluted share, in the first half of 2006.  Per share results for the first six months of 2007 and 2006 are based on a weighted average number of diluted shares outstanding of 14,081,439 and 13,962,463, respectively.

About Ballantyne of Omaha

Ballantyne is a provider of motion picture projection, specialty lighting, specialty projection equipment and digital cinema equipment and services.  The Company supplies major theater chains, top arenas, television and motion picture production studios, theme parks and architectural sites around the world.  For more information visit www.ballantyne-omaha.com

Except for the historical information in this press release, it includes forward-looking statements that involve risks and uncertainties, including but not limited to, quarterly fluctuations in results; customer demand for the Company’s products; the development of new technology for alternate means of motion picture presentation; domestic and international economic conditions; the management of growth; and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings.  Actual results may differ materially from management’s expectations

-tables follow-

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Ballantyne of Omaha, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)

	Three Months Ended June 30						Six Months Ended June 30,
	2007			2006			2007			2006
Net revenues	$	12,659,994		$	11,854,768		$	25,590,744		$	24,288,106
Cost of revenues	10,177,781			9,122,640			20,386,747			18,225,011
Gross profit	2,482,213			2,732,128			5,203,997			6,063,095
Selling & administrative Expenses:
Selling	709,736			705,181			1,492,352			1,439,704
General & Administrative	1,594,003			1,085,034			3,027,050			2,454,718
Goodwill impairment	639,466			—			639,466			—
Total SG&A expense	2,943,205			1,790,215			5,158,868			3,894,422
Gain on transfer of assets	1,230			—			234,557			—
Gain (loss) on disposal of assets, net	—			41,003			(11,004		)	41,003
Income (loss) from operations	(459,762		)	982,916			268,682			2,209,676
Other expense net	(24,731		)	(59,087		)	(72,752		)	(40,207		)
Interest income	206,930			202,829			425,243			369,014
Interest expense	(8,897		)	(20,420		)	(19,154		)	(28,442		)
Net interest income	198,033			182,409			406,089			340,572
Equity in loss of Joint Venture	(73,380		)	—			(73,380		)	—
Income (loss) before
income taxes	(359,840		)	1,106,238			528,639			2,510,041
Income tax expense (benefit)	(162,675		)	378,803			153,066			867,858
Net (loss) income	$	(197,165	)	$	727,435		$	375,573		$	1,642,183
Earnings (loss) per share
Basic	$	(0.01	)	$	0.05		$	0.03		$	0.12
Diluted	$	(0.01	)	$	0.05		$	0.03		$	0.12
Weighted average shares outstanding:
Basic	13,813,048			13,544,510			13,789,603			13,492,792
Diluted	13,813,048			13,977,937			14,081,439			13,962,463

—tables follow—

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Selected Balance Sheet Items:
(unaudited)

	June 30, 2007		December 31, 2006
Cash and cash equivalents	$	19,883,555	$	22,622,654
Restricted Cash	615,874		611,391
Accounts receivable, net	6,814,884		7,468,533
Inventories, net	11,233,839		8,848,396
Investment in Joint Venture	2,747,146		—
Current portion of long-term debt	—		14,608
Accounts payable and accrued expenses	8,235,023		7,237,550
Total stockholders’ equity	$	42,987,673	$	42,388,947

Selected Cash Flow Statement Items:
(unaudited)

	Six Months  Ended June 30,
	2007			2006
Net income	$	375,573		$	1,642,183
Depreciation and amortization	580,772			550,396
Provision for obsolete inventory	420,176			247,456
Depreciation of other assets	544,643			172,092
Goodwill impairment	639,466			—
Net cash provided by (used in) operating activities	(2,231,743		)	3,414,685
Capital expenditures	(206,778		)	(288,141		)
Acquisition, Net of Cash Acquired	(183,364		)	(1,372,308		)
Net cash used in investing activities	(671,380		)	(1,998,132		)
Net cash provided by financing activities	164,024			401,296
Net increase (decrease) in cash & cash equivalents	(2,739,099		)	1,817,849
Cash & cash equivalents at beginning of period	22,622,654			19,628,348
Cash & cash equivalents at end of period	$	19,883,555		$	21,446,197

CONTACT:
Kevin Herrmann	David Collins, Ratula Roy
Chief Financial Officer	Jaffoni & Collins Incorporated
402/453-4444	212/835-8500; btn@jcir.com

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