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
May 9, 2013
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 |
(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
incorporation or organization) |
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File No.) |
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Identification Number) |
13710 FNB Parkway, Suite 400 |
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Omaha, Nebraska |
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68154 |
(Address of principal executive offices) |
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(Zip Code) |
(402) 453-4444
(Registrants 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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 Strong, Inc. (the Company) issued a press release on May 10, 2013 with earnings information for the Companys quarter ended March 31, 2013. The press release is furnished with this Form 8-K as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on May 9, 2013. There were issued and outstanding and entitled to vote at the Annual Meeting 14,059,797 shares of common stock. There were present in person or by proxy, 12,754,089 shares representing approximately 90.7% of the common stock issued and outstanding and entitled to vote. The matters set forth below were voted upon, which the results as indicated:
Proposal No. 1- Election of Directors:
The Inspector of Elections certified the following vote tabulations for the seven nominees for election to the Board of Directors, all of whom were elected:
For |
Withheld |
Broker Non-Vote |
||||||||||
Gary L. Cavey |
7,910,629 | 278,974 | 4,564,486 | |||||||||
Samuel C. Freitag |
7,904,039 | 285,564 | 4,564,486 | |||||||||
Mark D. Hasebroock |
7,908,142 | 281,461 | 4,564,486 | |||||||||
Marc E. LeBaron |
7,910,242 | 279,361 | 4,564,486 | |||||||||
Donde Plowman |
7,906,389 | 283,214 | 4,564,486 | |||||||||
James C. Shay |
7,911,389 | 278,214 | 4,564,486 | |||||||||
William F. Welsh II |
7,761,339 | 428,264 | 4,564,486 |
Proposal No. 2- Advisory Vote on Executive Compensation:
The Inspector of Elections certified the following advisory vote tabulations for the non-binding resolution to approve the compensation of the Companys Named Executive Officers, as described in the Companys Proxy Statement:
For |
Against |
Abstain |
Broker Non-Vote |
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7,739,724 | 236,950 | 212,929 | 4,564,486 |
Proposal No. 3- Ratify Appointment of Independent Auditors:
The Inspector of Elections certified the following vote tabulations for the resolution to ratify the appointment of KPMG LLP as the Companys independent auditors for the fiscal year ending December 31, 2013.
For |
Against |
Abstain |
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12,397,747 | 221,438 | 134,904 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release with earnings information, dated May 10, 2013, 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.
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BALLANTYNE STRONG, INC. | |
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Date: May 9, 2013 |
By: |
/s/ Mary A. Carstens |
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Mary A. Carstens |
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Sr Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit |
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Description |
99.1 |
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Press Release of Ballantyne Strong, Inc., dated May 10, 2013, reporting the Companys financial results for the fiscal quarter ended March 31, 2013. |
Exhibit 99.1
NEWS ANNOUNCEMENT
Conference call: |
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Today - Friday, May 10, 2013 at 10:00 AM ET |
Webcast / Replay URL: |
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http://www.strong-world.com (Investor Relations section) or www.earnings.com |
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The replay will be available on the Internet for 30 days. |
Dial-in number: |
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(800) 621-4410 (no pass code required) |
Ballantyne Reports 2013 Q1 Net Income of $0.6 Million and EPS of $0.04
on Revenues of $27.6 Million
OMAHA, Nebraska (May 10, 2013) Ballantyne Strong, Inc. (NYSE MKT: BTN), a provider of digital cinema projection equipment, screens and services as well as specialty lighting equipment, today reported its financial results for the first quarter ended March 31, 2013.
Commenting on the Companys quarterly results, President and CEO Gary L. Cavey stated, As expected, despite the challenges due to the advanced stage of the digital cinema rollout, especially in the Americas, we generated a bottom-line profit and positive cash flow from operations during the period.
Screen sales rose compared to Q1 2012, and subsequent to quarter-end a new strategic supply arrangement with RealD Inc. (NYSE: RLD) was announced. We are manufacturing and marketing cinema screens utilizing RealDs Precision White Screen technology, combining 2D white screen performance with the ability to project polarized 3D images. The improved screen efficiency results in 40% more total light coming off the screen, providing more uniform brightness than a standard silver screen. Initial customer interest has been very encouraging.
Cinema service revenues declined to $2.5 million, largely due to Ballantynes completion of the digital projection system installation and integration work on behalf of one of the worlds leading theatrical exhibitors. This was a multi-year project that included the successful conversion of close to 7,000 screens and was completed during the prior quarter. Although revenue was lower it was partially offset by a year-over-year rise in maintenance and Network Operations Center (NOC) business. As stated in the past, our value-added service offering is generating recurring, predictable revenue from annual maintenance contracts and 24/7/365 NOC monitoring, which is a very scalable initiative for us and one that we are looking to grow.
2013 First Quarter Results
Ballantyne Strongs total net revenues were $27.6 million versus $44.0 million in Q1 12. The year-over-year decrease was expected due to the reduced level and pace of remaining digital cinema conversions. BTN continues to target its sales efforts on the remaining smaller and midsize exhibitor market in the Americas, including drive-in theatres and art houses. The Company is also capitalizing on its wealth of worldwide relationships with global exhibitors, as approximately 22% of total revenue during the recent three-month period resulted from South American sales. Revenue from China was also up nominally versus the year-ago quarter, amounting to $3.2 million. In aggregate, international revenues rose to $10.0 million in Q1, up significantly compared to $5.7 million in the prior year.
Revenue from cinema service was $2.5 million, versus $3.7 million in Q1 12. The decrease was primarily a result of a challenging year-over-year comparison as Ballantynes service team completed the digital cinema projection system installation and integration deployment work on behalf of a leading domestic exhibition client during Q4 12. The decline was partially offset by another quarter of growth in the maintenance and NOC monitoring businesses.
Ballantynes cinema screen business increased 6.7% to $3.2 million during Q1, reflecting replacement screen sales growth. Subsequent to the quarter, during the recent CinemaCon (Cinema Industry) trade show/conference in mid-April, RealD and Ballantyne announced a strategic supply arrangement to manufacture and market Precision White screens, which are significantly brighter and more uniform than previously available models.
The specialty lighting business generated quarterly sales of $0.9 million, up from $0.7 million a year ago. The increase primarily resulted from a rise in non-follow spotlights. The Company continues to pursue architectural lighting opportunities and is eagerly anticipating the upcoming completion of the World Trade Center project, which features the first-ever high-powered LED beacon light, based on Ballantynes proprietary LED Solutions technology.
First quarter gross profit was $3.9 million, versus $6.3 million a year ago. As expected, the reduction in revenues impacted gross profit dollars. Gross profit margin was essentially flat on a year-over-year comparative basis at 14.2%.
Selling and administrative expenses decreased approximately 14% to $3.4 million. The decrease was largely due to lower administrative expenses, including salaries, travel and professional fees. As in recent quarters, the Company continues its discipline of keeping spending in-line with overall business trends, reflecting the current stage of the digital cinema rollout cycle.
BTN reported net earnings of $0.6 million, or $0.04 per diluted share. In the year-ago first quarter, net earnings were $2.4 million, or $0.17 per diluted share.
Balance Sheet and Cash Flow Update
Ballantynes cash and cash equivalents balance at quarter-end rose to $41.9 million, up from $40.2 million at year-end. The Company generated cash flow from operations of $1.9 million in Q1 13.
About Ballantyne Strong, Inc. (www.strong-world.com)
Ballantyne Strong is a provider of digital cinema projection equipment, screens and services as well as specialty lighting equipment. The Company supplies major and independent theater chains, top arenas, theme parks and architectural sites around the world.
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 Companys 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 Companys Securities and Exchange Commission filings. Actual results may differ materially from managements expectations.
CONTACT:
Mary A. Carstens |
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Robert Rinderman, Norberto Aja |
Chief Financial Officer |
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JCIR Investor Relations/Corporate Communications |
(402) 453-4444 |
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(212) 835-8500 or btn@jcir.com |
-tables follow-
Ballantyne Strong, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
Three Months Ended March 31, 2013 and 2012
(In thousands, except per share data)
(Unaudited)
Three Months Ended March 31, |
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2013 |
2012 |
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Net revenues |
$ | 27,621 | $ | 44,019 | ||||
Cost of revenues |
23,707 | 37,680 | ||||||
Gross profit |
3,914 | 6,339 | ||||||
Selling and administrative expenses |
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Selling |
866 | 827 | ||||||
Administrative |
2,501 | 3,067 | ||||||
Total selling and administrative expenses |
3,367 | 3,894 | ||||||
Gain on sale of assets |
2 | 918 | ||||||
Income from operations |
549 | 3,363 | ||||||
Net interest income (expense) |
15 | (11 | ) | |||||
Equity in income (loss) of joint venture |
(106 | ) | 91 | |||||
Other income, net |
248 | 160 | ||||||
Earnings before income taxes |
706 | 3,603 | ||||||
Income tax expense |
(141 | ) | (1,156 | ) | ||||
Net earnings |
$ | 565 | $ | 2,447 | ||||
Basic earnings per share |
$ | 0.04 | $ | 0.17 | ||||
Diluted earnings per share |
$ | 0.04 | $ | 0.17 | ||||
Weighted average shares outstanding: |
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Basic |
13,979 | 14,237 | ||||||
Diluted |
14,023 | 14,280 |
Ballantyne Strong, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
March 31, |
December 31, |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ | 41,863 | $ | 40,168 | ||||
Accounts receivable (net of allowance) |
20,131 | 26,227 | ||||||
Inventories, net |
13,656 | 10,971 | ||||||
Other current assets |
6,160 | 6,741 | ||||||
Total current assets |
81,810 | 84,107 | ||||||
Property, plant and equipment, net |
10,735 | 11,105 | ||||||
Note receivable |
2,232 | 2,232 | ||||||
Other assets |
2,311 | 2,102 | ||||||
Total assets |
$ | 97,088 | $ | 99,546 | ||||
Liabilities and Stockholders Equity |
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Current liabilities: |
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Accounts payable |
$ | 14,845 | $ | 16,646 | ||||
Accrued expenses |
4,973 | 5,313 | ||||||
Customer deposits/deferred revenue |
4,555 | 5,251 | ||||||
Total current liabilities |
24,373 | 27,210 | ||||||
Deferred revenue |
3,144 | 3,302 | ||||||
Deferred income taxes |
583 | 1,538 | ||||||
Other accrued expenses, net of current portion |
1,768 | 580 | ||||||
Total liabilities |
29,868 | 32,630 | ||||||
Stockholders equity: |
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Preferred stock, par value $.01 per share; Authorized 1,000 shares, none outstanding |
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Common stock, par value $.01 per share; Authorized 25,000 shares; issued 16,832 and 16,782 shares at March 31, 2013 and December 31, 2012, respectively; 14,101 and 14,051 shares outstanding at March 31, 2013 and December 31, 2012, respectively |
167 | 167 | ||||||
Additional paid-in capital |
37,869 | 37,770 | ||||||
Accumulated other comprehensive income: |
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Foreign currency translation |
(132 | ) | 269 | |||||
Postretirement benefit obligation |
46 | 46 | ||||||
Retained earnings |
47,509 | 46,903 | ||||||
85,459 | 85,155 | |||||||
Less 2,713 of common shares in treasury, at March 31, 2013 and December 31, 2012 |
(18,239 | ) | (18,239 | ) | ||||
Total stockholders equity |
67,220 | 66,916 | ||||||
Total liabilities and stockholders equity |
$ | 97,088 | $ | 99,546 |
Ballantyne Strong, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2013 and 2012
(In thousands)
(Unaudited)
Three Months Ended March 31, |
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2013 |
2012 |
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Net cash provided by (used in) operating activities |
$ | 1,929 | $ | (1,495 |
) | |||
Cash flows from investing activities: |
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Distribution from Joint Venture |
| 1,509 | ||||||
Capital expenditures |
(73 |
) |
(44 |
) | ||||
Proceeds from sales of assets |
2 | | ||||||
Net cash (used in) provided by investing activities |
(71 |
) |
1,465 | |||||
Cash flows from financing activities: |
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Purchase of treasury stock |
| (2,667 |
) | |||||
Proceeds from employee stock purchase plan |
4 | | ||||||
Net cash provided by (used in) financing activities |
4 | (2,667 |
) | |||||
Effect of exchange rate changes on cash and cash equivalents |
(167 |
) |
97 | |||||
Net increase (decrease) in cash and cash equivalents |
1,695 | (2,600 | ) | |||||
Cash and cash equivalents at beginning of period |
40,168 | 39,889 | ||||||
Cash and cash equivalents at end of period |
$ | 41,863 | $ | 37,289 |
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