Charlotte, NC, July 29, 2021 – Ballantyne Strong, Inc. (NYSE American: BTN) (“Ballantyne Strong” or the “Company”), today announced that its Board of Directors has approved the pursuit of an initial public offering (IPO) of its Strong Entertainment business segment (“Strong Entertainment”) through the offering of securities of Ballantyne Strong’s newly-created, wholly-owned subsidiary, Strong Entertainment, Inc. For financial reporting purposes, Ballantyne Strong will continue to consolidate Strong Entertainment in its financial results.
The proposed offering is expected to occur in 2021, subject to satisfactory market and other conditions. The timing, class, and number of securities to be offered and their price have not yet been determined. Ballantyne Strong intends to remain the majority stockholder of the subsidiary post-offering. A registration statement relating to the securities to be sold in the proposed initial public offering is expected to be filed with the Securities and Exchange Commission, but has not been filed or become effective.
This announcement is being issued pursuant to and in accordance with Rule 135 under the Securities Act of 1933, as amended (the “Securities Act”). This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.
About Ballantyne Strong, Inc.
Ballantyne Strong, Inc. (www.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 Forest Products Inc. (TSX: GFP), which has recently completed an investment in a sawmill and related assets, 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.
In addition to the historical information included herein, this press release includes forward-looking statements, such as the Company’s intent to pursue initial public offering of Strong Entertainment, the anticipated timing of such a transaction, and management’s expectations regarding such a transaction. Such forward-looking statements are based on management’s current expectations, but actual results may differ materially due to various factors. There can be no guarantees that the initial public offering of Strong Entertainment will be consummated on the timeline anticipated or at all, or that the Company will achieve the anticipated benefits of such a transaction. The Company’s ability to consummate and achieve the anticipated benefits of the potential initial public offering of Strong Entertainment may be materially affected by certain factors outside the Company’s control that could affect the advisability, pricing and timing of the potential initial public offering of Strong Entertainment, as well as a number of risks and uncertainties regarding the business, results of operation or financial condition of the Company or Strong Entertainment, 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 Strong Entertainment’s business and financial condition; the Company’s and Strong Entertainment’s ability to maintain and expand its revenue streams to compensate for the lower demand for digital cinema products and installation services; potential interruptions of supplier relationships or higher prices charged by suppliers; the Company’s and Strong Entertainment’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 and Strong Entertainment’s ability to successfully execute its capital allocation strategy or achieve the returns it expects from these holdings; the Company’s and Strong Entertainment’s ability to maintain their respective brand and reputation and retain or replace significant customers; challenges associated with 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 at the Company and subsidiary levels; 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, its holdings or Strong Entertainment; the Company’s and Strong Entertainment’s ability to utilize or assert their respective 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 or Strong Entertainment’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.
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Ballantyne Strong, Inc.
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