SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
June 30, 1996 1-13906
BALLANTYNE OF OMAHA, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 47-0587703
- ------------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4350 McKinley Street, Omaha, Nebraska 68112
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(Address of principal executive offices including zip code)
Registrant's telephone number, including area code:
(402) 453-4444
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate the number of shares outstanding of each of the Registrant's
classes of common stock as of the latest practicable date:
Class Outstanding as of June 30, 1996
- ----------------
Common Stock, $.01 4,399,995
par value
BALLANTYNE OF OMAHA, INC.
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INDEX
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Page No.
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Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of
June 30, 1996 and December 31, 1995 3 - 4
Consolidated Statements of Income
for the Six Months
ended June 30, 1996 and 1995 5
Consolidated Statements of Cash Flows
for the Six months ended
June 30, 1996 and 1995 6 - 7
Notes to Consolidated Financial
Statements 8 - 9
Signatures
Page 2
PART I.
FINANCIAL INFORMATION
Item 1. Financial Statements
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Item 1 is hereby amended in its entirety to read as follows:
BALLANTYNE OF OMAHA, INC.
CONSOLIDATED BALANCE SHEETS
A S S E T S
June 30, December 31,
1996 1995
----------- ----------
(Unaudited)
Current
Cash $ 211,030 204,172
Trade Receivables (less
allowance of $108,682 in 1996
and $118,033 in 1995) 7,139,825 5,713,141
Inventories 10,112,844 9,306,157
Deferred income taxes 515,926 515,926
Other current assets 122,763 51,873
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18,102,388 15,791,269
Net property, plant and equipment 3,286,381 2,934,619
Goodwill, other intangibles and
other assets, net 1,066,150 1,102,314
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$22,454,919 19,828,202
=========== ==========
See accompanying notes to consolidated financial statements.
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BALLANTYNE OF OMAHA, INC.
CONSOLIDATED BALANCE SHEETS
L I A B I L I T I E S
June 30, December 31,
1996 1995
------------ ----------
(Unaudited)
Current
Intercompany payable to parent $ 112,236 $ 135,588
Current portion of long-term debt 879,860 839,508
Accounts payable 4,546,898 3,680,020
Accrued expenses 1,407,680 1,444,937
Income taxes payable 252,994 1,066,532
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7,199,668 7,166,585
Deferred income taxes 386,472 386,472
Long-term debt, excluding current installments 7,846,282 7,219,930
S T O C K H O L D E R S ' E Q U I T Y
Preferred stock, par value
$.01 per share; authorized
1,000,000 shares, no shares issued or outstanding - -
Common stock, par value
$.01 per share; authorized
10,000,000 shares; 4,399,995
in 1996 and 4,400,000 in 1995
shares outstanding 44,000 44,000
Additional paid-in capital 5,011,215 5,011,215
Retained earnings 1,967,282 -
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7,022,497 5,055,215
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$22,454,919 $19,828,202
=========== ===========
See accompanying notes to consolidated financial statements.
Page 4
BALLANTYNE OF OMAHA, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Six Months Ended June 30,
1996 1995
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Net sales $23,857,860 $18,065,803
Cost of sales 17,075,185 12,790,689
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Gross profit 6,782,675 5,275,114
Total operating expense 3,152,602 2,801,317
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Income from operations 3,630,073 2,473,797
Interest expense 381,771 41,415
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Income before income taxes 3,248,302 2,432,382
Income taxes 1,281,020 981,551
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Net income $ 1,967,282 $ 1,450,831
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Net income per share $0.41 $0.28
=========== ===========
Weighted average shares outstanding 4,781,318 4,400,000
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See accompanying notes to consolidated financial statements.
Page 5
BALLANTYNE OF OMAHA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended June 30,
1996 1995
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Cash flows from operating
activities:
Net income $ 1,967,282 $ 1,450,831
Depreciation and amortization 247,906 273,799
Changes in assets and liabilities
Trade receivables (1,426,684) (1,808,909)
Other current assets (70,890) (103,372)
Inventories (806,687) (54,170)
Accounts payable 866,878 833,961
Accrued expenses (37,257) 64,403
Income taxes (813,538) (16,839)
Goodwill, other intangibles
and other assets 10,010 22,963
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Net cash provided by (used in)
operating activities (62,980) 662,667
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Cash flows from
financing activities
Change in intercompany payable to parent (23,352) (34,406)
Repayment of long-term debt (245,549) (485,943)
Net proceeds from revolving credit facility 530,000 -
----------- -----------
Net cash provided by (used in) financing activities 261,099 (520,349)
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BALLANTYNE OF OMAHA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
1996 1995
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Cash flows from investing
activities:
Capital expenditures (191,261) (89,470)
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Net increase in cash 6,858 52,848
Cash at beginning of period 204,172 260,006
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Cash at end of period $ 211,030 $312,854
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Supplemental disclosure of
cash flow information:
Interest payments $ 379,290 $ 41,415
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Income tax payments $2,094,558 $981,551
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Other noncash activities in 1996 include approximately $382,300 of additional
capital lease obligations in exchange for equipment.
See accompanying notes to consolidated financial statements.
Page 7
BALLANTYNE OF OMAHA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 1996
1. General
Ballantyne of Omaha, Inc. ("Ballantyne" or the "Company") and its wholly-
owned subsidiaries, Strong International Inc. and Arnold's, Inc., design,
develop, manufacture and distribute commercial motion picture projection
equipment, follow spotlights and restaurant equipment. The Company's products
are distributed worldwide through a domestic and international dealer network
and are sold to major movie exhibition companies, sports arenas, auditoriums,
amusement parks, special venues, restaurants, supermarkets and convenience
food stores. A majority of the Company's common stock is owned by Canrad of
Delaware, Inc. ("Canrad Delaware"), which is an indirect wholly-owned
subsidiary of ARC International Corporation.
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation. The consolidated
financial statements have been prepared in conformity with generally accepted
accounting principles and include all adjustments which are, in the opinion
of management, necessary for a fair presentation of the results for the
periods presented. All such adjustments are, in the opinion of management, of
a normal, recurring nature. These consolidated financial statements should be
read in connection with the consolidated financial statements and related
notes included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. Inventories
Inventories consist of the following
June 30, December 31,
1996 1995
------------ ---------
Raw material and supplies $ 7,299,451 6,708,016
Work-in-process 1,526,420 1,167,433
Finished goods 1,286,973 1,430,708
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$10,112,844 9,306,157
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3. Net Income Per Share
Net income per share is based on the weighted average number of common shares
outstanding. The effects of the assumed exercise of outstanding stock options
and warrants have been included in the income per share calculation for the
period that the shares were assumed issued using the treasury stock method.
Weighted average shares outstanding amounted to 4,781,318 for the six months
ended June 30, 1996 and 4,400,000 for the three months ended June 30, 1995.
Prior to the Company's initial public offering in September 1995, the Company
was a wholly-owned subsidiary of Canrad Delaware.
Net income per share has been calculated to reflect the effects of the
interest expense less related income tax effects of the $8,000,000 borrowing
pursuant to the Norwest Bank revolving credit facility which is assumed to be
outstanding as of the beginning of each period presented, with no repayment
being made during such period, and the 400,000-to-1 common stock exchange.
The Company's Board of Directors declared a 10% stock distribution on January
23, 1996, which issued on March 8, 1996, to shareholders of record on
February 9, 1996. This stock distribution resulted in the issuance of
approximately 400,000 shares of common stock. Per share data have been
restated to reflect these stock distributions as of the earliest period
presented. The stock distribution is not considered a distribution of
earnings except to the extent that the Company has retained earnings, but
rather had the effect of increasing the number of outstanding shares.
4. Related Party Transactions
Canrad Inc., the parent of Canrad Delaware, provides services to its
subsidiaries on a corporate basis. Such services include strategic planning,
acquisition assistance, procurement of capital and debt arrangements,
securing health and business insurance coverages and payment of medical
claims, audit and income tax planning and other matters. Fees charged for
these services amounted to $150,000 for the six month periods ended June 30,
1996 and 1995.
Page 9
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this amendment to this report to be filed on its behalf
by the undersigned, thereunto duly authorized.
BALLANTYNE OF OMAHA, INC.
Date: July 16, 1996 By: /s/ Ronald H. Echtenkamp
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Ronald H. Echtenkamp
President and Chief Executive Officer
Date: July 16, 1996 By: /s/ Brad French
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Brad French, Secretary, Treasurer, and
Chief Financial Officer
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