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, 2009

Date of Report (Date of earliest event reported)

BALLANTYNE STRONG, INC.

(formally 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 2.02Results of Operations and Financial Condition

Ballantyne Strong, Inc. (the “Company”) issued a press release on August 7, 2009 with earnings information for the Company’s second quarter ended June 30, 2009. The press release is furnished with this Form 8-K as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.

99.1 Press Release with earnings information, dated August 7, 2009, 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 STRONG, INC.
Date: August 7, 2009	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, Friday, August 7, 2009 at 10:00 a.m. ET
Webcast / Replay URL:	www.earnings.com or http://www.ballantyne-strong.com/IREvents.aspx
	The replay will be available on the Internet for 90 days.
Dial-in number:	800-734-8507 (no pass code required)

Ballantyne Q2 Net Revenues Rise 44% to $19.6 Million

and EPS Rises to $0.07 From Year-Ago Loss of ($0.01)

OMAHA, Nebraska (August 7, 2009) Ballantyne Strong, Inc. (NYSE Amex: BTN), formally known as Ballantyne of Omaha, Inc., a provider of motion picture projection, digital cinema and cinema screen equipment and cinema services, today reported improved financial results for the second quarter (Q2) ended June 30, 2009.

Q2 2009 net revenues rose 44% to $19.6 million from net revenues of $13.6 million in Q2 2008.  Net income increased to $0.9 million, or $0.07 per diluted share, in Q2 2009 compared to a net loss of $0.1 million, or ($0.01) per diluted share, a year-ago.

Digital projection equipment sales increased to $10.0 million in Q2 2009 compared to $2.6 million a year ago, reflecting global demand for systems used to deliver a 3-D cinema experience.  In addition, sales of cinema screens rose to $3.1 million versus $1.1 million in Q2 2008, largely reflecting continued strong demand for specialty “silver” screens used for 3-D digital cinema.  A year-over-year increase in cinema service revenues also contributed to the improved sales results.

Q2 2009 gross profit increased to $4.3 million, or 21.7% of net revenues, compared to Q2 2008’s gross profit of $2.0 million, or 15.0% of net revenues.  The increase in gross profit reflected higher cinema screen and digital projection sales as well as a margin improvement in the Company’s cinema service business.

SG&A in Q2 2009 increased to $2.6 million compared to $2.4 million in the year ago period yet declined as a percentage of revenue to 13.5% in Q2 2009 from 17.4% in Q2 2008.  The decline as a percentage of revenues resulted from the impact of higher sales volume on fixed expenses.  The increase in expenses primarily reflects higher insurance costs due to increased business volume, higher non-cash stock compensation expense and expenses related to the Company’s office in Beijing, China which was not open a year-ago.

Six Month Results

For the six-month period ended June 30, 2009, net revenues rose 32% to $36.7 million compared to $27.8 million a year ago.  Gross profit in the first half of 2009 was $7.6 million, or

20.8% of net revenues, compared to first half 2008 gross profit of $4.4 million, or 15.7% of net revenues.  Net income for the first six months of 2009 was $1.5 million, or $0.10 per diluted share, compared to a net loss of $0.4 million, or $(0.03) per diluted share, in the first half of 2008.

John P. Wilmers, President and Chief Executive Officer of Ballantyne, commented, “Following our improved performance last quarter, Ballantyne again delivered additional growth in revenue and net income.  Our results so far in 2009 reflect growing industry demand for digital cinema projection products and services, particularly as exhibitors seek to capitalize on the growing availability of, and consumer demand for, 3-D content.  The strength of our digital projection equipment sales in the quarter reflect the sale of 100 digital projectors to China Film Group, coupled with active demand from a number of independent chains in the US as well as increased sales in Latin America.  In addition, our Strong/MDI screen business delivered substantial growth in the period, reflecting ongoing 3-D related demand.

“We are confident that the industry’s transition to digital projection equipment will continue throughout 2009.  We believe Ballantyne is well positioned to participate in this global trend given our wide array of high quality products and our reputation for the best in customer service.  We are also excited about the substantial services opportunity as digital cinema deployments continue to ramp up.  Our services group has one of the largest and best trained teams of digital projection technicians in North America, putting us in a leadership position to support large and small customers with their installation, service and maintenance needs.”

Balance Sheet Update:

As previously reported, during Q2 2009 Ballantyne redeemed all of its remaining outstanding AAA-rated Auction Rate Securities (ARS) at par value, yielding total cash proceeds of approximately $9.4 million. Reflecting these proceeds, coupled with $0.6 million of ARS redemptions at par value from other means, Ballantyne’s cash and cash equivalents rose to $21.2 million from $11.4 million at the end of fiscal year 2008.

About Ballantyne Strong, Inc.

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-strong.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 Strong, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)

	Three Months Ended June 30,						Six Months EndedJune 30,
	2009			2008			2009			2008
Net revenues	$	19,602,707		$	13,643,104		$	36,746,160		$	27,840,276
Cost of revenues	15,350,114			11,593,249			29,114,497			23,480,540
Gross profit	4,252,593			2,049,855			7,631,663			4,359,736
Selling & administrative Expenses:
Selling	767,791			742,718			1,436,190			1,530,520
General & administrative	1,875,652			1,634,972			3,952,312			3,660,268
Total SG&A expense	2,643,443			2,377,690			5,388,502			5,190,788
Gain on sale of assets	—			258,170			—			258,170
Loss on disposal of assets	(1,943		)	—			(1,943		)	(1,285		)
Income (loss) from operations	1,607,207			(69,665		)	2,241,218			(574,167		)
Interest income	29,404			129,350			70,534			275,536
Interest expense	(9,328		)	(9,163		)	(17,441		)	(17,698		)
Equity in loss of Joint Venture	(233,625		)	(184,909		)	(418,137		)	(297,900		)
Other income (expense) net	(68,333		)	19,882			112,904			46,674
Income (loss) before income	1,325,325			(114,505		)	1,989,078			(567,555		)
Income tax (expense) benefit	(391,404		)	5,576			(513,438		)	193,038
Net income (loss)	$	933,921		$	(120,081	)	$	1,475,640		$	(374,517	)
Earnings (loss) per share
Basic	$	0.07		$	(0.01	)	$	0.11		$	(0.03	)
Diluted	$	0.07		$	(0.01	)	$	0.10		$	(0.03	)
Weighted average shares
Basic	13,995,286			13,890,882			13,991,766			13,874,661
Diluted	14,138,239			13,890,882			14,127,450			13,874,661

-tables follow-

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Selected Balance Sheet Items:

	June 30, 2009		December 31, 2008
	(unaudited)
Cash and cash equivalents	$	21,168,964	$	11,424,984
Restricted cash	702,158		701,498
Accounts receivable and unbilled revenue, net	13,585,393		7,038,258
Inventories, net	8,950,484		9,476,687
Long-term investments in securities, net	—		8,883,420
Total current liabilities	15,739,812		10,960,830
Total stockholders’ equity	$	41,354,455	$	38,834,639

Selected Cash Flow Statement Items (unaudited):

	Six Months EndedJune 30,
	2009			2008
Net income (loss)	$	1,475,640		$	(374,517	)
Depreciation and amortization	923,206			1,265,601
Equity in loss in Digital Link II Joint Venture	418,137			297,900
Net cash provided by (used in) operating activities	73,328			(439,845		)
Capital expenditures	(457,146		)	(492,115		)
Proceeds from redemptions of investment securities	10,025,000			1,225,000
Net cash provided by investing activities	9,576,617			936,880
Net increase in cash & cash equivalents	9,743,980			643,728
Cash & cash equivalents at beginning of period	11,424,984			4,220,355
Cash & cash equivalents at end of period	$	21,168,964		$	4,864,083

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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