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

Date of Report (Date of earliest event reported):December 10, 2007

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		68112
Omaha, Nebraska		(Zip Code)
(Address of principal executive offices)
	(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 2.01Completion of Acquisition or Disposition of Assets

On December 10, 2007 the Company completed the sale of substantially all of the assets and liabilities of its Design and Manufacturing, Inc. subsidiary to Brian Hendricks, the subsidiary’s General Manager.  The purchase consideration was approximately $2.1 million, of which Ballantyne received approximately $1.7 million in cash at closing with the remainder of the purchase price being in the form of Mr. Hendricks’s assuming approximately $0.4 million of operating liabilities.The purchase price was based on the net book value of the net assets Mr. Hendricks purchased less a charge of approximately $0.2 million which consisted of an adjustment for approximately $0.1 million to reserve for possible obsolete inventory in addition to an estimate for closing costs. The purchase price is subject to certain post-closing adjustments based on the net book value of the former subsidiary as of the December 1, 2007 effective date of the transaction. Pro forma financial information is attached as Exhibit 99.1 and a copy of the Company’s press release announcing the transaction is attached as Exhibit 99.2.

                Item 9.01               Financial Statements and Exhibits

(b) Pro Forma Financial Information

The unaudited pro forma consolidated financial statements of Ballantyne of Omaha, Inc. and subsidiaries and related notes are attached as Exhibit 99.1.

(d) Exhibits.

99.1 Ballantyne of Omaha, Inc. and Subsidiaries Unaudited Pro Forma Consolidated Financial Statements.

99.2 Press Release of Ballantyne of Omaha, Inc. and subsidiaries dated December 11, 2007.

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: December 14, 2007	By:	/s/ Kevin Herrmann
	Kevin Herrmann
	Secretary/Treasurer and
	Chief Financial Officer

2

EX-99.1

Exhibit 99.1

BALLANTYNE OF OMAHA, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
September 30, 2007
(Dollars in Thousands)
	As Reported			Pro Forma Adjustments		Pro Forma
Assets:
Current assets:
Cash and cash equivalents	$	18,655		1,714	(a)	20,369
Restricted Cash	251			—		251
Accounts Receivable	7,135			(290	)  (b)	6,845
Inventories	11,883			(698	)  (b)	11,186
Other Current Assets	4,237			(4	)  (b)	4,233
Total current assets	42,160			722		42,882
Investment in Joint Venture	2,667			—		2,667
Property, plant and equipment, net	4,528			(1,066	)  (b)	3,462
Goodwill, net	1,170			—		1,170
Other Intangibles, net	580			—		580
Other long-term assets	1,043			—		1,043
Total assets	$	52,149		(344	)	51,805
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	4,250		(79	)  (b)	4,171
Other current liabilities	4,048			(116	)  (c)	3,933
total current liabilities	8,298			(195	)	8,104
Other accrued expenses, net of current portion	662			—		662
Total liabilities	8,961			(195	)	8,766
Stockholders’ Equity:
Common Stock	159			—		159
Additional Paid-In-Capital	34,510			—		34,510
Accumulated other comprehensive income	15			—		15
Retained earnings	23,819			(149	)  (d)	23,670
Treasury stock	(15,315		)	—		(15,315		)
EQUITY	43,188			(149	)	43,038
TOTAL LIABILITIES AND EQUITY	$	52,149		(344	)	$	51,805

(a) - Amount represents estimated sales price, net of disposal costs and Design and Manufacturing cash balances from reported amounts.

(b) - Removal of Design and Manufacturing assets and liabilities from reported amounts.

(c) - Amount represents the removal of Design and Manufacturing other current liabilities from reported amounts and the tax benefit recognized on the loss of the sale.

(d) - Loss on the sale of Design and Manufacturing, net of tax.

BALLANTYNE OF OMAHA, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For Nine Months Ended September 30, 2007
(Dollars in Thousands, except per share data)
	As Reported			Pro Forma Adjustments		Pro Forma
Net revenues	$	38,206		(2,353	) (a)	35,854
Cost of revenues	30,914			(1,616	) (b)	29,298
Gross margin	7,293			(737	)	6,556
Selling and administrative expenses:
Selling	2,280			(21	) (a)	2,259
Administrative	4,340			(205	) (a)	4,135
Goodwill Impairment	639			(639	) (a)	—
Total selling and administrative expenses	7,259			(865	)	6,394
Gain on the transfer of assets	235			—		235
Gain (loss) on disposal of fixed assets, net	(11		)	11	(a)	—
Income (loss) from operations	257			139		397
Net interest income	606			0		606
Equity in loss of joint venture	(153		)	—		(153		)
Other Income	(112		)	(5	) (a)	(117		)
Income from continuing operations before income taxes	598			135	(c)	733
Provision for income taxes from continuing operations	(94		)	(21	) (a)	(115		)
Net income	$	504		114		618
Earnings per share
Basic	$	0.04				$	0.04
Diluted	$	0.04				$	0.04
Weighted average shares outstanding
Basic	13,805,506					13,805,506
Diluted	14,096,263					14,096,263

(a)- Removal of Design and Manufacturing related income statement balances from reported amounts.

(b)- Amount represents cost of revenues of Design and Manufacturing, taking into consideration an adjustment to increase the cost of revenues for purchases that would have been made by the parent company from Design and Manufacturing at markup prices.

(c)- Income from continuing operations before income taxes does not take into consideration the loss of the sale of Design and Manufacturing of approximately $0.2 million.

BALLANTYNE OF OMHA, INC. AND SUBSIDIARIES
PRO FORMA STATEMENT OF OPERATIONS (Unaudited)
For the Year Ended December 31, 2006
(in thousands, except per share data)
	As Reported			Pro Forma Adjustments		Pro Forma
Net revenues	$	49,732		(3,238	) (a)	46,494
Cost of revenues	38,907			(2,123	) (b)	36,783
Gross margin	10,826			(1,115	)	9,711
Selling and administrative expenses:
Selling	2,983			(21	) (a)	2,962
Administrative	5,121			(294	) (a)	4,827
Goodwill Impairment	1,251			(1,251	) (a)	—
Total selling and administrative expenses	9,354			(1,565	)	7,789
Gain (loss) on disposal of fixed assets, net	38			(11	) (a)	27
Income (loss) from operations	1,509			440		1,949
Net interest income	750			2	(a)	752
Other Income	40			(4	) (a)	36
Income from continuing operations before income taxes	2,300			438	(c)	2,737
Provision for income taxes	(731		)	(139	) (a)	(871		)
Net income from continuing operations	$	1,568		299		1,867
Earnings per share
Basic	$	0.12				$	0.14
Diluted	$	0.11				$	0.13
Weighted average shares outstanding
Basic	13,586,252					13,586,252
Diluted	14,018,682					14,018,682

(a)- Removal of Design and Manufacturing related income statement balances from reported amounts.

(b)- Amount represents cost of revenues of Design and Manufacturing, taking into consideration an adjustment to increase the cost of revenues for purchases that would have been made by the parent company from Design and Manufacturing at markup prices.

(c)- Income from continuing operations before income taxes does not take into consideration the loss of the sale of Design and Manufacturing of approximately $0.2 million.

EX-99.2

Exhibit. 99.2

NEWS ANNOUNCEMENT FOR IMMEDIATE RELEASE

BALLANTYNE DIVESTS LEGACY FILM

HANDLING EQUIPMENT SUBSIDIARY

- Sale Further Reduces Fixed Overhead in Legacy Business While

Providing Additional Capital for Digital Cinema Growth Opportunities -

OMAHA, Nebraska (December 11, 2007) Ballantyne of Omaha, Inc. (Amex: BTN), a motion picture projection, digital cinema and specialty lighting equipment and services provider, today announced that it has completed the sale of substantially all of the assets and liabilities of its Design & Manufacturing, Inc. subsidiary to Brian Hendricks, the subsidiary’s General Manager.  Terms of the sale were not immediately disclosed, however, including closing costs, Ballantyne anticipates taking a charge of approximately $0.2 million in the fourth quarter to reflect the sale.

With approximately 45 employees, the Fisher, Illinois Design & Manufacturing subsidiary is engaged in the manufacturing and sale of traditional film handling equipment, including replacement parts, and also performs custom machining for other industries.  Following the sale, Ballantyne expects to source its film handling equipment and related replacement parts from Design & Manufacturing, Inc. based on an agreed-upon pricing arrangement.

John P. Wilmers, President and Chief Executive Officer of Ballantyne, commented, “The divestiture of this subsidiary reflects the strategic repositioning of our business for the substantial growth opportunities we see for digital cinema projection equipment and services in the coming years.  The timing is opportune, as we have further reduced fixed overhead in our legacy film projection equipment business as we prepare for the accelerated rollout of digital cinema anticipated in 2008.  Brian Hendricks and his team have done an excellent job with the business over the past several years, and we look forward to working with them in our new role as a customer.  It’s really a win-win transaction for both sides.”

About Ballantyne:

Ballantyne is a provider of motion picture projection, digital cinema projection and specialty lighting 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.

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