Form 8-K BALLANTYNE STRONG, INC. For: Jul 30

 

 

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

 

July 30, 2021

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 7.01 Regulation FD Disclosure.

 

On July 30, 2021, Ballantyne Strong, Inc. (the “Company”) issued a press release regarding the exercise of the rights, described below, which is attached hereto as Exhibit 99.1.

 

The press release, included as Exhibit 99.1, will be deemed to be “furnished” rather than “filed,” pursuant to the rules of the Securities and Exchange Commission (the “Commission”).

 

Item 8.01. Other Events.

 

On July 30, 2021, the Company exercised 8.3 million rights in the rights offering conducted by GreenFirst Forest Products Inc. (TSXV: GFP) (“GreenFirst”). GreenFirst, one of the Company’s holdings, conducted the rights offering to finance a portion of GreenFirst’s purchase of the assets of Rayonier A.M. Canada G.P. and Rayonier A.M. Canada Industries Inc., subsidiaries of Rayonier Advanced Materials Inc., a top-ten producer of lumber in Canada.

 

With the rights offering concluding on Friday, July 30, 2021, the Company instructed its agent to exercise 8.3 million rights at an exercise price of $1.50 CAD per share for a total investment of $12.4 million CAD. This includes the rights the Company previously committed to purchase, as further described in a Current Report on Form 8-K filed with the Commission on April 12, 2021. The Company also sold 12.8 million rights for approximately $2.2 million CAD and used the proceeds along with cash on the Company’s balance sheet to fund the exercise. Following the exercise, the Company’s cash position remains at approximately $10 million USD.

 

Following the anticipated issuance of 8.3 million additional shares of GreenFirst stock from the rights offering, the Company’s GreenFirst holdings are expected to total approximately 15.3 million common shares. Based on information previously published by GreenFirst, the Company’s holdings are expected to account for approximately 10% of GreenFirst’s outstanding common shares following the closing of the asset purchase and related financing transactions.

 

The chairman of the Company’s board of directors, D. Kyle Cerminara, is also a director of GreenFirst. The decision to exercise the rights was approved unanimously by the disinterested members of the Company’s board of directors.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated July 30, 2021, issued by the Company.

 

 

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: July 30, 2021	By:	/s/ Todd R. Major
		Todd R. Major
		Chief Financial Officer

 

 

 

Exhibit 99.1

 

Ballantyne Strong Announces Exercise of 8.3 Million Rights in

GreenFirst Forest Products’ Rights Offering

 

Charlotte, NC – July 30, 2021 – Ballantyne Strong, Inc. (NYSE American: BTN) (“Ballantyne Strong” or the “Company”) today announced that it has exercised 8.3 million rights in the rights offering conducted by GreenFirst Forest Products Inc. (TSX: GFP) (“GreenFirst”). GreenFirst, one of Ballantyne Strong’s holdings, conducted the rights offering to finance a portion of its purchase of the assets of Rayonier A.M. Canada G.P. and Rayonier A.M. Canada Industries Inc., subsidiaries of Rayonier Advanced Materials Inc., a top-ten producer of lumber in Canada.

 

As previously announced, the Company designated a special committee of independent members of its Board of Directors to evaluate all actions to be taken with respect to the rights offering. With the rights offering concluding on Friday, July 30, 2021, the Company has instructed its agent to exercise 8.3 million rights at an exercise price of $1.50 CAD per share for a total investment of $12.4 million CAD. The Company also sold 12.8 million rights for $2.2 million CAD and used the proceeds along with cash on the Company’s balance sheet to fund the exercise. Following the exercise, the Company’s cash position remains at approximately $10 million USD.

 

Mark Roberson, Chief Executive Officer, stated, “We’re pleased to increase our holdings in GreenFirst in support of this transformative acquisition. The additional investment in GreenFirst represents an attractive opportunity to allocate capital and we look forward to participating in their future success as GreenFirst completes its transition to a major player in the Canadian lumber industry.”

 

Following the anticipated issuance of 8.3 million additional shares from the rights offering, the Company’s GreenFirst holdings are expected to total 15.3 million common shares. Based on information previously published by GreenFirst, the Company’s holdings are expected to account for approximately 10% of GreenFirst’s outstanding common shares following the closing of the asset purchase and related financing transactions.

 

GreenFirst announced on July 26, 2021, that the transaction has received required approvals from TSX Venture Exchange and that GreenFirst expects the acquisition transaction to close by the end of August 2021.

 

 

About Ballantyne Strong, Inc.

 

Ballantyne Strong, Inc. (https://ballantynestrong.com/) is a diversified holding company with operations and holdings across a broad range of industries. The Company’s Strong Entertainment segment includes the largest premium screen supplier in the U.S. and also provides technical support services and other related products and services to the cinema exhibition industry, theme parks and other entertainment-related markets. Ballantyne Strong holds a $13 million preferred stake along with Google Ventures in privately held Firefly Systems, Inc., which is rolling out a digital mobile advertising network on rideshare and taxi fleets. Finally, the Company holds an approximately 19% ownership position in GreenFirst, and an approximately 21% ownership position in FG Financial Group, Inc. (Nasdaq: FGF), a reinsurance and investment management holding company focused on opportunistic collateralized and loss capped reinsurance, while allocating capital to SPAC and SPAC sponsor-related businesses.

 

Forward-Looking Statements

 

In addition to the historical information included herein, this press release includes forward-looking statements, such as management’s 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, the Company’s expected actions with respect to the GreenFirst rights offering and their anticipated results, all of 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 10, 2021, as supplemented by the Company’s Amendment No. 1 on Form 10-K/A filed with the SEC on April 28, 2021, 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 and its holdings’ business and financial condition; 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 its holdings; 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); 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 or its holdings; 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); 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.

 

For Investor Relations Inquiries:

 

Mark Roberson		John Nesbett / Jennifer Belodeau
Ballantyne Strong, Inc. - Chief Executive Officer		IMS Investor Relations
704-994-8279		203-972-9200
[email protected]		[email protected]

 

 

 

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