8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

November 6, 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 November 6, 2007 with earnings information on the Company’s quarter ended September 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 November 6, 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 and 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: November 7, 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, November 6, 2007 at 4:30 p.m. EST
Webcast / Replay URL:	www.earnings.com The replay will be available on the Internet for 90 days.
Dial-in number:	800/745-2189 (no pass code required)

BALLANTYNE REPORTS Q3 EARNINGS AND UPDATES

PROGRESS OF DIGITAL CINEMA BUSINESSES

OMAHA, Nebraska (November 6, 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 third quarter (Q3) and nine months ended September 30, 2007.

Net revenues in Q3 2007 were $12.6 million, a 3.5% decrease from net revenues of $13.1 million in the year-ago third quarter, principally reflecting an expected decline in film-based products.  Partially offsetting the decline were digital cinema projector sales which increased to $1.1 million in Q3 2007 versus $0.4 million in Q3 2006.  Gross profit in Q3 2007 was $2.1 million, or 16.6% of net revenues, versus Q3 2006 gross profit of $2.2 million, or 16.8% of net revenues.  The expected contraction in gross profit in the quarter reflects reduced production efficiencies on lower traditional film product sales, the impact of lower margin distribution sales and lower initial margins in the Company’s services business as it seeks to gain scale and related efficiencies.

Q3 2007 selling, general and administrative expenses increased 8.0% to $2.1 million compared to $1.9 million in Q3 2006, reflecting a variety of factors including increased information technology, Sarbanes-Oxley compliance, salary and recruitment costs.

Ballantyne reported Q3 2007 net income of $0.1 million, or $0.01 per diluted share, compared to net income of $0.4 million, or $0.03 per diluted share, in Q3 2006.  Per share results for the third quarters of 2007 and 2006 are based on a weighted average number of diluted shares outstanding of 14,110,477 and 14,029,604, respectively.

Net cash decreased to $18.7 million at the end of Q3 2007, compared to $19.9 million at the end of Q2 2007 and $22.6 million at December 31, 2006.  The decrease principally reflects higher digital cinema equipment inventories to ensure Ballantyne is positioned to react rapidly to customer needs, as well as the purchase of projection equipment used for consignment and demonstration purposes.

John P. Wilmers, President and Chief Executive Officer of Ballantyne, commented, “As expected, our Q3 results reflect the ongoing impact of the exhibition industry’s transition from analog to digital projection technology.  Our digital equipment business grew over last year but from a small base, helping to somewhat offset the decline we expected in our traditional film projector business.  As we progress through the transition to digital, we are actively looking at ways we can streamline costs related to our legacy film products business and improve overall operating performance while still being able to properly serve our customers.

“Subsequent to the close of the third quarter we were successful in extending our participation in the rollout of REAL D 3-D technology, providing 24 digital projectors to Regal Entertainment Group.  The project was in conjunction with the October release of The Nightmare Before Christmas, an animated feature in Disney Digital 3-D.

“In October, we also completed our second acquisition within our program to deploy cash reserves for “tuck-in” acquisitions of cinema product or services companies that complement our core cinema offerings.  The October purchase of Marcel Desrochers Inc. (MDI), a respected, Canada-based manufacturer of cinema projection screens, expands  the breadth of our product lines for the cinema exhibition industry and provides a new growth opportunity that leverages our expertise and industry relationships.  We believe the addition of MDI is particularly attractive in this environment given their line of specialty screens that address the rapidly expanding 3-D cinema market.

“We continue to anticipate a broader scale rollout of digital cinema projection equipment in 2008 and have been building digital inventory, performing expected integration work and bolstering our service capabilities so that we are well positioned to satisfy customer orders.  Our dialogues with customers reaffirm that service represents both an important growth opportunity as well as a key point of differentiation for our company.”

For the nine-month period ended September 30, 2007, net revenues were $38.2 million compared to $37.4 million a year ago.  Gross profit in the first nine months of 2007 was $7.3 million, or 19.1% of net revenues, compared to $8.3 million, or 22.1% of net revenues in the same period in 2006.  Net income for the first nine months of 2007 was $0.5 million, or $0.04 per diluted share, compared to net income of $2.0 million, or $0.14 per diluted share, in the comparable 2006 period.  Per share results for the first nine months of 2007 and 2006 are based on a weighted average number of diluted shares outstanding of 14,096,263 and 14,007,988, respectively.

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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 September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Net revenues	$	12,615,705		$	13,069,673		$	38,206,449		$	37,357,779
Cost of revenues	10,526,839			10,875,149			30,913,586			29,100,160
Gross profit	2,088,866			2,194,524			7,292,863			8,257,619
Selling, general & administrative exp.
Selling	787,270			718,213			2,279,622			2,157,917
General and administrative	1,312,779			1,226,067			4,339,829			3,680,785
Goodwill Impairment	—			—			639,466			—
Total selling, general & admin exp.	2,100,049			1,944,280			7,258,917			5,838,702
Gain on the transfer of assets	—			—			234,557			—
Gain (loss) on disposal of assets, net	—			(3,457		)	(11,004		)	37,546
Income (loss) from operations	(11,183		)	246,787			257,499			2,456,463
Net interest income	199,774			191,616			605,863			532,188
Equity in Losses of JV	(79,754		)	—			(153,134		)	—
Other income (expense), net	(39,075		)	11,775			(111,827		)	(28,432		)
Earnings before income taxes	69,762			450,178			598,401			2,960,219
Income tax benefit (expense)	58,876			(75,465		)	(94,190		)	(943,323		)
Net income	$	128,638		$	374,713		$	504,211		$	2,016,896
Earnings per share
Basic	$	0.01		$	0.03		$	0.04		$	0.15
Diluted	$	0.01		$	0.03		$	0.04		$	0.14
Weighted average shares outstanding:
Basic	13,812,912			13,635,064			13,805,506			13,540,737
Diluted	14,110,477			14,029,604			14,096,263			14,007,988

-tables follow-

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Selected Balance Sheet Items:

	Sept. 30, 2007		Dec. 31, 2006
	(Unaudited)
Cash and cash equivalents	$	18,654,909	$	22,622,654
Restricted cash	250,733		611,391
Accounts and notes receivable, net	7,134,516		7,468,533
Inventories, net	11,883,332		8,848,396
Current portion of long-term debt	—		14,608
Accounts payable and accrued expenses	8,881,950		7,237,550
Total stockholders’ equity	$	43,187,950	$	42,388,947

Selected Cash Flow Statement Items:

	Nine Months Ended September 30,
	2007			2006
	(Unaudited)			(Unaudited)
Net income	$	504,211		$	2,016,896
Depreciation and amortization	1,585,735			1,183,957
Net cash provided by (used in) operating activities	(3,671,572		)	2,871,359
Capital expenditures	(421,407		)	(470,394		)
Net cash used in investing activities	(520,868		)	(2,199,235		)
Net cash provided by financing activities	224,695			446,220
Net increase (decrease) in cash & cash equivalents	(3,967,745		)	1,118,344
Cash & cash equivalents at beginning of period	22,622,654			19,628,348
Cash & cash equivalents at end of period	$	18,654,909		$	20,746,692

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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