Current Report Filing (8-k)
11 Mai 2022 - 10:18PM
Edgar (US Regulatory)
0000946454
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0000946454
2022-05-11
2022-05-11
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iso4217:USD
xbrli:shares
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
11, 2022
Date
of Report (Date of earliest event reported)
BALLANTYNE
STRONG, 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) |
4201
Congress Street, Suite 175 |
|
|
Charlotte,
North Carolina |
|
28209
|
(Address
of principal executive offices) |
|
(Zip
Code) |
(704)
994-8279
(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):
☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Common
Shares, $.01 par value |
|
BTN |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02 Results of Operations and Financial Condition
Ballantyne
Strong, Inc., a Delaware corporation (the “Company”), issued a press release on May 11, 2022, with earnings information for
the Company’s first fiscal quarter ended March 31, 2022. The press release is furnished with this Current Report on Form 8-K (this
“Current Report”) as Exhibit 99.1.
Item
7.01 Regulation FD Disclosure
The
information set forth under Item 2.02 of this Current Report is incorporated herein by reference. In addition, on May 11, 2022, management
of the Company plans to discuss the Company’s financial results for the first quarter ended March 31, 2022, and the Company’s
business plan, strategy and outlook on an earnings conference call with analysts and investors. The supplemental slides to be referenced
during the conference call are furnished with this Current Report as Exhibit 99.2.
The
information contained in Items 2.02 and 7.01 to this Current Report, including the exhibits, is being “furnished” 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
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Forward
Looking Statements
In
addition to the historical information in this Current Report and in the exhibits furnished with this Current Report, it includes forward-looking
statements, such as our expectations regarding future sales, the impact, length and severity of the COVID-19 pandemic, and the adequacy
of the actions taken in response to the pandemic, which involve a number of risks and uncertainties, including but not limited to those
discussed in the “Risk Factors” section contained in Item 1A in our Annual Report on Form 10-K for the year ended December
31, 2021, filed with the Securities and Exchange Commission (“SEC”) on March 24, 2022, the Company’s subsequent filings
with the SEC, and the following risks and uncertainties: the negative impact that the COVID-19 pandemic has already had, and may continue
to have, on the Company’s business and financial condition; the impact on the global economy and supply chains of the ongoing military
conflict in Ukraine and the sanctions related thereto; the Company’s ability to maintain and expand its revenue streams to compensate
for the lower demand for the Company’s digital cinema products and installation services; potential interruptions of supplier relationships
or higher prices charged by suppliers; the Company’s ability to successfully compete and introduce enhancements and new features
that achieve market acceptance and that keep pace with technological developments; the Company’s ability to successfully execute
its capital allocation strategy or achieve the returns it expects from these investments; the Company’s ability to maintain its
brand and reputation and retain or replace its significant customers; challenges associated with the Company’s long sales cycles;
the impact of a challenging global economic environment or a downturn in the markets (such as the current economic disruption and market
volatility generated by the ongoing COVID-19 pandemic and ongoing military conflict in Ukraine and related sanctions); economic and political
risks of selling products in foreign countries (including tariffs); risks of non-compliance with U.S. and foreign laws and regulations,
potential sales tax collections and claims for uncollected amounts; cybersecurity risks and risks of damage and interruptions of information
technology systems; the Company’s ability to retain key members of management and successfully integrate new executives; the Company’s
ability to complete acquisitions, strategic investments, entry into new lines of business, divestitures, mergers or other transactions
on acceptable terms, or at all; the impact of the COVID-19 pandemic on the Company’s portfolio companies; the Company’s ability
to utilize or assert its intellectual property rights, the impact of natural disasters and other catastrophic events (such as the ongoing
COVID-19 pandemic and ongoing military conflict in Ukraine and related sanctions); the adequacy of insurance; the impact of having a
controlling stockholder and vulnerability to fluctuation in the Company’s stock price. Given the risks and uncertainties, readers
should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results
which may not occur as anticipated. Many of the risks listed above have been, and may further be, exacerbated by the ongoing COVID-19
pandemic, its impact on the cinema and entertainment industry, and the worsening economic environment. Actual results could differ materially
from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein,
as well as others not now anticipated. New risk factors emerge from time to time and it is not possible for management to predict all
such risk factors, nor can it assess the impact of all such factors on the Company’s business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except
where required by law, the Company assumes no obligation to update, withdraw or revise any forward-looking statements to reflect actual
results or changes in factors or assumptions affecting such forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
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:
May 11, 2022 |
By: |
/s/
Todd R. Major |
|
|
Todd R. Major |
|
|
Chief Financial Officer |
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