UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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. ☐
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:
| Class | Outstanding as of November 5, 2021 | |
| Common Stock, $0.01 par value | shares |
TABLE OF CONTENTS
| 2 |
PART I. Financial Information
Item 1. Financial Statements
Ballantyne Strong, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except par values)
| September 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable (net of allowance for doubtful accounts of $ | ||||||||
| Inventories, net | ||||||||
| Current assets of discontinued operations | - | |||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Finance lease right-of-use assets | ||||||||
| Note receivable, net of current portion | - | |||||||
| Investments | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Long-term assets of discontinued operations | - | |||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Short-term debt | ||||||||
| Current portion of operating lease obligations | ||||||||
| Current portion of finance lease obligations | ||||||||
| Deferred revenue and customer deposits | ||||||||
| Current liabilities of discontinued operations | - | |||||||
| Total current liabilities | ||||||||
| Operating lease obligations, net of current portion | ||||||||
| Finance lease obligations, net of current portion | - | |||||||
| Deferred income taxes | ||||||||
| Long-term liabilities of discontinued operations | - | |||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments, contingencies and concentrations (Note 14) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, par value $ per share; authorized shares, outstanding | - | - | ||||||
| Common stock, par value $ per share; authorized shares; issued and shares at September 30, 2021 and December 31, 2020, respectively; outstanding and shares at September 30, 2021 and December 31, 2020, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Treasury stock, shares at cost | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 3 |
Ballantyne Strong, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2021 and 2020
(In thousands, except per share data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net product sales | $ | $ | $ | $ | ||||||||||||
| Net service revenues | ||||||||||||||||
| Total net revenues | ||||||||||||||||
| Cost of products sold | ||||||||||||||||
| Cost of services | ||||||||||||||||
| Total cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Selling and administrative expenses: | ||||||||||||||||
| Selling | ||||||||||||||||
| Administrative | ||||||||||||||||
| Total selling and administrative expenses | ||||||||||||||||
| Loss on disposal of assets | ( | ) | ( | ) | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign currency transaction gain (loss) | ( | ) | ( | ) | ||||||||||||
| Unrealized gain on investments | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Total other income | ||||||||||||||||
| Income (loss) from continuing operations before income taxes and equity method investment loss | ( | ) | ||||||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Equity method investment loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ||||||||||||
| Net income from discontinued operations (Note 3) | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Basic net income (loss) per share | ||||||||||||||||
| Continuing operations | $ | $ | $ | $ | ( | ) | ||||||||||
| Discontinued operations | ||||||||||||||||
| Basic net income per share | $ | $ | $ | $ | ||||||||||||
| Diluted net income (loss) per share | ||||||||||||||||
| Continuing operations | $ | $ | $ | $ | ( | ) | ||||||||||
| Discontinued operations | ||||||||||||||||
| Diluted net income per share | $ | $ | $ | $ | ||||||||||||
| Weighted-average shares used in computing net income (loss) per share: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 4 |
Ballantyne Strong, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
Three and Nine Months Ended September 30, 2021 and 2020
(In thousands)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Adjustment to postretirement benefit obligation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Unrealized loss on available-for-sale securities of equity method investments, net of tax | ( | ) | ||||||||||||||
| Currency translation adjustment: | ||||||||||||||||
| Unrealized net change arising during period | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other comprehensive (loss) income | ( | ) | ( | ) | ( | ) | ||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 5 |
Ballantyne Strong, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
Three and Nine Months Ended September 30, 2021 and 2020
(In thousands)
(Unaudited)
| Common Stock (Shares) | Common Stock ($) | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Total
Stockholders’ Equity | ||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Net other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Vesting of restricted stock | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | ||||||||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net other comprehensive income | - | |||||||||||||||||||||||||||
| Vesting of restricted stock | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock option exercise | ||||||||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Net other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Vesting of restricted stock | ||||||||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Common
Stock (Shares) | Common Stock ($) | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Total
Stockholders’ Equity | ||||||||||||||||||||||
| Balance at December 31, 2019 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net other comprehensive loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Vesting of restricted stock | ||||||||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Balance at March 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net other comprehensive income | - | |||||||||||||||||||||||||||
| Vesting of restricted stock | ( | ) | ||||||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Balance at June 30, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||
| Net other comprehensive income | - | |||||||||||||||||||||||||||
| Vesting of restricted stock | ||||||||||||||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||||||||||
| Balance at September 30, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 6 |
Ballantyne Strong, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2021 and 2020
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) from continuing operations | $ | $ | ( | ) | ||||
| Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||||||||
| (Recovery of) provision for doubtful accounts | ( | ) | ||||||
| Provision for obsolete inventory | ||||||||
| Provision for warranty | ||||||||
| Depreciation and amortization | ||||||||
| Amortization and accretion of operating leases | ||||||||
| Equity method investment loss | ||||||||
| Unrealized gain on investments | ( | ) | ||||||
| Deferred income taxes | ||||||||
| Stock-based compensation expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventories | ( | ) | ( | ) | ||||
| Current income taxes | ( | ) | ||||||
| Other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred revenue and customer deposits | ||||||||
| Operating lease obligations | ( | ) | ( | ) | ||||
| Net cash (used in) provided by operating activities from continuing operations | ( | ) | ||||||
| Net cash provided by operating activities from discontinued operations | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | $ | ( | ) | $ | ( | ) | ||
| Investment in GreenFirst Forest Products, Inc. (Note 6) | ( | ) | ||||||
| Investment in Firefly Systems, Inc. (Note 6) | ( | ) | ||||||
| Net cash used in investing activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities from discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Principal payments on short-term debt | ( | ) | ( | ) | ||||
| Proceeds from stock issuance, net of costs | ||||||||
| Payments of withholding taxes related to net share settlement of equity awards | ( | ) | ||||||
| Proceeds from borrowing under credit facility | ||||||||
| Repayment of borrowing under credit facility | ( | ) | ||||||
| Proceeds from Paycheck Protection Program Loan | ||||||||
| Repayment of Paycheck Protection Program Loan | ( | ) | ||||||
| Proceeds from exercise of stock options | ||||||||
| Payments on capital lease obligations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities from continuing operations | ( | ) | ||||||
| Net cash used in financing activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash from continuing operations | ( | ) | ( | ) | ||||
| Net increase in cash and cash equivalents and restricted cash from discontinued operations | ||||||||
| Net increase in cash and cash equivalents and restricted cash | ||||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Components of cash and cash equivalents and restricted cash: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Short-term borrowings to finance insurance | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| 7 |
Ballantyne Strong, Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Nature of Operations
Ballantyne Strong, Inc. (“Ballantyne Strong” or the “Company”), a Delaware corporation, is a holding company with business operations in the entertainment industry and holdings in public and privately held companies. The Company conducts its operations primarily through its Strong Entertainment operating segment, which manufactures and distributes premium large format projection screens and provides technical support services and other related products and services to the cinema exhibition industry, theme parks, schools, museums and other entertainment-related markets. Strong Entertainment also distributes and supports third party products, including digital projectors, servers, library management systems, menu boards and sound systems. The Company also operates its Digital Ignition technology incubator and co-working facility in Alpharetta, Georgia. In addition, the Company holds minority positions in one privately held company and two publicly traded companies.
In August 2020, the Company completed the sale of its Strong Outdoor business segment, and in February 2021, the Company completed the sale of its Convergent business segment. As a result of these divestitures, the Company has presented Strong Outdoor’s and Convergent’s operating results as discontinued operations for all periods presented. See Note 3 for additional details.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and all majority-owned and controlled domestic and foreign subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated financial statements included in this report are presented in accordance with the requirements of Form 10-Q and consequently do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America (also referred to as “GAAP”) for annual reporting purposes or those made in the Company’s Annual Report on Form 10-K. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
The condensed consolidated balance sheet as of December 31, 2020 was derived from the Company’s audited consolidated balance sheet as of that date. All other condensed consolidated financial statements contained herein are unaudited and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary to present a fair statement of the financial position and the results of operations and cash flows for the respective interim periods. Certain prior period balances have been reclassified to conform to current period presentation. The results for interim periods are not necessarily indicative of trends or results expected for a full year.
Unless otherwise indicated, all references to “dollars” and “$” in this Quarterly Report on Form 10-Q are to, and amounts are presented in, U.S. dollars.
Use of Management Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods.
| 8 |
Significant uncertainty remains surrounding the COVID-19 global pandemic and the extent and duration of the impacts that it may have on the Company, as well as its customers, suppliers, and employees. While cinema and theme park operators in the United States and other parts of the world are in various stages of returning to “normal”, there continue to be spikes in COVID-19 cases and new variants in various parts of the world that could impact the pace of recovery in our markets. Accordingly, there continues to be a heightened potential for future reserves against trade receivables, inventory write downs, and impairments of long-lived assets, goodwill, intangible assets and investments. In the current environment, assumptions about future financial and operational performance, supply chain pricing and availability and customer creditworthiness have greater variability than normal, which could in the future significantly affect the valuation of the Company’s assets, both financial and non-financial. As an understanding of the longer-term impacts of COVID-19 on the Company’s customers and business develops, there is heightened potential for changes in these views over the remainder of 2021, and potentially beyond.
Cash and Cash Equivalents
All short-term, highly liquid financial instruments are classified
as cash equivalents in the consolidated balance sheets and statements of cash flows. Generally, these instruments have maturities of
three months or less from date of purchase. As of September 30, 2021, $
Restricted Cash
Restricted cash represents amounts held in a collateral account for the Company’s corporate travel and purchasing credit card program.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company determines the allowance for doubtful accounts based on several factors, including overall customer credit quality, historical write-off experience and a specific analysis that projects the ultimate collectability of the account. As such, these factors may change over time causing the allowance level and bad debt expense to be adjusted accordingly.
Investments
The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “equity method investment income (loss)” in our condensed consolidated statements of operations. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company’s share of the investee’s income or loss is recorded on a one quarter lag for all equity method investments. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the condensed consolidated statements of cash flows. Changes in fair value of investments in marketable equity securities of unconsolidated entities in which the Company is not able to exercise significant influence (Fair Value Investments) are recognized on the condensed consolidated statement of operations. Investments in nonmarketable unconsolidated entities in which the Company is not able to exercise significant influence (“Cost Method Investments”) are accounted for at the Company’s initial cost, minus any impairment (if any), plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Dividends on cost method investments received are recorded as income.
The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Management reviewed the underlying net assets of the Company’s equity method investee as of September 30, 2021 and determined that the Company’s proportionate economic interest in the investee indicates that the investment was not impaired. There were no observable price changes in orderly transactions for identical or a similar investment of the Company’s cost method investment during the three and nine months ended September 30, 2020. The carrying value of our equity method, fair value method and cost method investments is reported as “investments” on the condensed consolidated balance sheets. Notes 3 and 7 contain additional information on our equity method, fair value method and cost method investments.
| 9 |
Fair Value of Financial Instruments
Assets and liabilities measured at fair value are categorized into a fair value hierarchy based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:
| ● | Level 1 – inputs to the valuation techniques are quoted prices in active markets for identical assets or liabilities | |
| ● | Level 2 – inputs to the valuation techniques are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly | |
| ● | Level 3 – inputs to the valuation techniques are unobservable for the assets or liabilities |
The following tables present the Company’s financial assets measured at fair value based upon the level within the fair value hierarchy in which the fair value measurements are classified, as of September 30, 2021 and December 31, 2020.
Fair values measured on a recurring basis at September 30, 2021 (in thousands):
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Restricted cash | - | - | ||||||||||||||
| Fair value method investment | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Fair values measured on a recurring basis at December 31, 2020 (in thousands):
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Restricted cash | - | - | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The
carrying values of all other financial assets and liabilities, including accounts receivable, accounts payable, accrued expenses and
short-term debt reported in the consolidated balance sheets equal or approximate their fair values due to the short-term nature of these
instruments. Based on quoted market prices, the fair value of the Company’s equity method and fair value method investments was
$
Recently Adopted Accounting Pronouncements
In December 2019, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU removes certain exceptions for investments, intraperiod allocations and interim tax calculations and adds guidance to reduce complexity in accounting for income taxes. The effective date of the standard is annual periods beginning after December 15, 2020, with early adoption permitted. The various amendments in the standard are applied on a retrospective basis, modified retrospective basis and prospective basis, depending on the amendment. The Company early adopted this ASU effective January 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements.
In January 2020, the FASB issued ASU 2020-01, “Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815.” This ASU clarifies the interaction between accounting standards related to equity securities, equity method investments and certain derivatives. The effective date of the standard is annual periods beginning after December 15, 2020, and interim periods within those fiscal years. The adoption did not have a material impact on the Company’s consolidated financial statements.
In April 2020, the FASB issued a question-and-answer document to address stakeholder questions on the application of the lease accounting guidance for lease concessions related to the effects of the COVID-19 pandemic. The guidance allows concessions related to the timing of payments, where the total consideration has not changed, to not be accounted for as lease modifications. Instead, any such concessions can be accounted for as if no change was made to the contract or as variable lease payments. As a result of the COVID-19 pandemic, the Company received certain lease concessions in the form of rent deferrals during 2020. The Company chose to implement the policy election provided by the FASB to record rent concessions as if no modifications to leases contracts were made, and thus no changes to the lease obligations were recorded in respect to these concessions. As of September 30, 2021, the Company did not have any deferred rent outstanding.
| 10 |
3. Discontinued Operations
Convergent
As part of a transaction that closed in February 2021, the Company divested its Convergent business segment. The Company’s Convergent business segment delivered digital signage solutions and related services to large multi-location organizations in the United States and Canada.
On
February 1, 2021, the Company entered into an Equity Purchase Agreement (together with the other related documents defined therein,
the “Purchase Agreement”), and closed the transactions contemplated by the Purchase Agreement, with SageNet LLC
(“SageNet”). Pursuant to the Purchase Agreement, a subsidiary of Ballantyne Strong sold
Strong Outdoor
As part of transactions in May 2019 and August 2020, the Company divested its Strong Outdoor business segment. The Company’s Strong Outdoor business segment provided outdoor advertising and experiential marketing to advertising agencies and corporate accounts, primarily in New York City.
On May 21, 2019, Strong Digital Media, LLC (“SDM”), an indirect subsidiary of Ballantyne Strong, entered into a Taxicab Advertising Collaboration Agreement (the “Commercial Agreement”) and a Unit Purchase Agreement (the “Unit Purchase Agreement”) with Firefly Systems, Inc. (“Firefly”), pursuant to which SDM agreed to make available to Firefly 300 digital taxi tops. Additionally, the parties agreed to coordinate the fulfilling of SDM’s agreements with the Metropolitan Taxicab Board of Trade, Inc. (“MTBOT”) and Creative Mobile Media, LLC (“CMM”), each dated February 8, 2018. Firefly agreed to fulfill the digital taxi top advertising obligations under the MTBOT agreement and CMM agreement, and SDM agreed to fulfill the non-digital taxi top advertising obligations under the MTBOT agreement and CMM agreement. Ballantyne Strong is a party to the Unit Purchase Agreement and agreed to guarantee the payment obligations of SDM under the Commercial Agreement. As consideration for entering into these agreements, Ballantyne Strong received $million worth of Firefly’s Series A-2 preferred shares, which were subsequently renamed Firefly Series B-1 Shares (the “Firefly Series B-1 Shares”). The Firefly Series B-1 Shares, including those subsequently issued pursuant to an earn-out provision, were subject to a repurchase option for a period of three years to cover SDM’s indemnity obligations and other post-closing covenants under the Commercial Agreement and the Unit Purchase Agreement. As part of the Asset Purchase Agreement (as defined and described below), Firefly no longer has an option to repurchase any of the Firefly Series B-1 Shares held by SDM.
| 11 |
The
300 digital tops the Company has made available to Firefly are subject to a master equipment lease agreement which the Company entered
into during 2017. Pursuant to the master lease agreement and the Unit Purchase Agreement, the Company will remain the primary obligor
until such time as the lease expires. In addition, of the $ million worth of Firefly Series B-1 Shares received, $ million worth
of such shares were eligible for repurchase by Firefly if the Company did not exercise the purchase option contained within the master
lease agreement. Accordingly, the Company had deferred recognizing an investment related to these Firefly Series B-1 Shares eligible
for repurchase until such time it was reasonably certain the Company would exercise the purchase option. The transaction, in effect,
transferred control of the underlying asset to Firefly. As additional consideration for the right to use the digital taxi tops, Firefly
agreed to pay for certain of Company’s operating expenses associated with the non-digital taxi tops. The Company concluded the
payments that Firefly made on its behalf were variable payments and were not included in the calculation of the selling profit. Therefore,
the Company recorded the benefit and the related operating expenses in the period when the changes in facts and circumstances on which
the variable lease payments were based occurred. As part of the Asset Purchase Agreement (as defined and described below) the Taxicab
Advertising Collaboration Agreement dated May 21, 2019 was terminated, which relieved the Company of its obligation to exercise the purchase
option contained within the master lease agreement. As a result, the Company recognized an additional $
The
Unit Purchase Agreement contained an earnout provision pursuant to which SDM obtained additional Firefly Series A-2 Shares. The earnout
period was from May 22, 2019 through June 30, 2020. SDM was eligible to earn additional Firefly Series B-1 Shares equivalent to the cash
collections under certain digital top contracts that were in place at the closing of the transaction. Ballantyne Strong received the
shares earned pursuant to the earnout provision on August 3, 2020. In connection with the additional Firefly Series B-1 Shares that were
received pursuant to the earnout, Ballantyne Strong recorded an additional $
On August 3, 2020, SDM entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Firefly, pursuant to which SDM agreed to sell certain assets primarily related to its Strong Outdoor operating business to Firefly and continue to make available 300 digital taxi tops to Firefly. SDM retained certain accounts receivable as well as liabilities other than executory obligations under transferred contracts to the extent such liabilities are required to be performed following closing or constitute certain deferred revenue. The transaction closed on the same day.
As
consideration for entering into the Asset Purchase Agreement, SDM received approximately $
As contemplated by the Asset Purchase Agreement, Firefly Series B-1 Shares are held by SDM. The Asset Purchase Agreement includes customary representations and warranties. In connection with the Asset Purchase Agreement, SDM agreed to indemnify Firefly for excluded liabilities related to the transferred business.
Ballantyne
Strong entered into a Master Services Agreement (the “Master Services Agreement”) with Firefly, pursuant to which Ballantyne
Strong agreed to provide certain support services to Firefly, including remote equipment monitoring and diagnostics of screens, until
no later than December 31, 2022, and to provide transition advertising instruction and integration services, content management services,
ad-hoc reporting and analysis, wireless service, advertising content management services, and mapping data until no later than six months
from closing. As consideration for entering into the Master Services Agreement, Ballantyne Strong received $
| 12 |
The major classes of assets and liabilities included as part of discontinued operations as of December 31, 2020, are as follows (in thousands):
| December 31, 2020 | ||||||||||||
| Convergent | Strong Outdoor | Total | ||||||||||
| Accounts receivable, net | $ | $ | $ | |||||||||
| Inventories, net | ||||||||||||
| Other current assets | ||||||||||||
| Total current assets of discontinued operations | ||||||||||||
| Property, plant and equipment, net | ||||||||||||
| Intangible assets, net | ||||||||||||
| Operating lease right-of-use assets | ||||||||||||
| Finance lease right-of-use assets | ||||||||||||
| Total long-term assets of discontinued operations | ||||||||||||
| Total assets of discontinued operations | $ | $ | $ | |||||||||
| Accounts payable | $ | $ | $ | |||||||||
| Accrued expenses | ||||||||||||
| Current portion of long-term debt | ||||||||||||
| Current portion of operating lease obligation | ||||||||||||
| Current portion of finance lease obligation | ||||||||||||
| Deferred revenue and customer deposits | ||||||||||||
| Total current liabilities of discontinued operations | ||||||||||||
| Long-term debt, net of current portion | ||||||||||||
| Operating lease obligation, net of current portion | ||||||||||||
| Finance lease obligation, net of current portion | ||||||||||||
| Other long-term liabilities | ||||||||||||
| Total long-term liabilities of discontinued operations | ||||||||||||
| Total liabilities of discontinued operations | $ | $ | $ | |||||||||
| 13 |
The major line items constituting the net income from discontinued operations are as follows (in thousands):
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | |||||||||||||||||||||||
| Convergent | Strong Outdoor | Total | Convergent | Strong Outdoor | Total | |||||||||||||||||||
| Net revenues | $ | $ | - | $ | $ | $ | | $ | ||||||||||||||||
| Cost of revenues | ||||||||||||||||||||||||
| Gross profit | ( | ) | ||||||||||||||||||||||
| Selling and administrative expenses | ||||||||||||||||||||||||
| Loss on disposal of assets | ( | ) | ( | ) | ||||||||||||||||||||
| Income (loss) from operations | ( | ) | ||||||||||||||||||||||
| Gain on Firefly transaction | ||||||||||||||||||||||||
| Other expense | ( | ) | ( | ) | ||||||||||||||||||||
| Income from discontinued operations | ||||||||||||||||||||||||
| Income tax benefit | ||||||||||||||||||||||||
| Total net income from discontinued operations | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
|
Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | |||||||||||||||||||||
| Convergent | Strong Outdoor | Total | Convergent | Strong Outdoor | Total | |||||||||||||||||||
| Net revenues | $ | $ | - | $ | $ | $ | | $ | ||||||||||||||||
| Cost of revenues | ||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||
| Selling and administrative expenses | ||||||||||||||||||||||||
| Loss on disposal of assets | ( | ) | ( | ) | ||||||||||||||||||||
| (Loss) income from operations | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Gain on Convergent transaction | ||||||||||||||||||||||||
| Gain on Firefly transaction | ||||||||||||||||||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||||||||||||||
| Income from discontinued operations | ||||||||||||||||||||||||
| Income tax benefit (expense) | ( | ) | ( | ) | ||||||||||||||||||||
| Total net income from discontinued operations | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
4. Revenue
The Company accounts for revenue using the following steps:
| ● | Identify the contract, or contracts, with a customer; | |
| ● | Identify the performance obligations in the contract; | |
| ● | Determine the transaction price; | |
| ● | Allocate the transaction price to the identified performance obligations; and | |
| ● | Recognize revenue when, or as, the Company satisfies the performance obligations. |
The Company combines contracts with the same customer into a single contract for accounting purposes when the contracts are entered into at or near the same time and the contracts are negotiated as a single commercial package, consideration in one contract depends on the other contract, or the services are considered a single performance obligation. If an arrangement involves multiple performance obligations, the items are analyzed to determine whether they are distinct, whether the items have value on a standalone basis, and whether there is objective and reliable evidence of their standalone selling price. The total contract transaction price is allocated to the identified performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost-plus margin approach. The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is subsequently resolved. The Company considers the sensitivity of the estimate, its relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement.
| 14 |
As discussed in more detail below, revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company typically does not have any material extended payment terms, as payment is due at or shortly after the time of the sale. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.
The Company recognizes contract assets or unbilled receivables related to revenue recognized for services completed but not yet invoiced to the clients. Unbilled receivables are recorded as accounts receivable when the Company has an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when the Company invoices clients, or receives cash, in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when the Company has satisfied the related performance obligation.
The Company defers costs to acquire contracts, including commissions, incentives and payroll taxes, if they are incremental and recoverable costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are reported within other assets and amortized to selling expense over the contract term, which generally ranges from one to five years. The Company has elected to recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when incurred. The Company did not have any deferred contract costs as of September 30, 2021 or December 31, 2020.
The following tables disaggregate the Company’s revenue by major source and by operating segment for the three and nine months ended September 30, 2021 and 2020 (in thousands):
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | |||||||||||||||||||||||
| Strong Entertainment | Other | Total | Strong Entertainment | Other | Total | |||||||||||||||||||
| Screen system sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Digital equipment sales | ||||||||||||||||||||||||
| Extended warranty sales | ||||||||||||||||||||||||
| Other product sales | ||||||||||||||||||||||||
| Total product sales | ||||||||||||||||||||||||
| Field maintenance and monitoring services | ||||||||||||||||||||||||
| Installation services | ||||||||||||||||||||||||
| Other service revenues | ||||||||||||||||||||||||
| Total service revenues | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | |||||||||||||||||||||||
| Strong Entertainment | Other | Total | Strong Entertainment | Other | Total | |||||||||||||||||||
| Screen system sales | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Digital equipment sales | ||||||||||||||||||||||||
| Extended warranty sales | ||||||||||||||||||||||||
| Other product sales | ||||||||||||||||||||||||
| Total product sales | ||||||||||||||||||||||||
| Field maintenance and monitoring services | ||||||||||||||||||||||||
| Installation services | ||||||||||||||||||||||||
| Other service revenues | ||||||||||||||||||||||||
| Total service revenues | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Screen system sales
The Company typically recognizes revenue on the sale of its screen systems when control of the screen is transferred to the customer, usually at time of shipment. However, revenue is recognized upon delivery for certain international shipments with longer shipping transit times because control transfers upon customer delivery. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer. For contracts that are long-term in nature, the Company believes that the use of the percentage-of-completion method is appropriate as the Company has the ability to make reasonably dependable estimates of the extent of progress towards completion, contract revenues, and contract costs. Under the percentage-of-completion method, revenue is recorded based on the ratio of actual costs incurred to total estimated costs expected to be incurred related to the contract.
| 15 |
Digital equipment sales
The Company recognizes revenue on sales of digital equipment when the control of the equipment is transferred, which typically occurs at the time of shipment from the Company’s warehouse or drop-shipment from a third party. The cost of freight and shipping to the customer is recognized in cost of sales at the time of transfer of control to the customer.
Field maintenance and monitoring services
The Company sells service contracts that provide maintenance and monitoring services to its Strong Entertainment customers. These contracts are generally 12 months in length. Revenue related to service contracts is recognized ratably over the term of the agreement.
In addition to selling service contracts, the Company also performs discrete time and materials-based maintenance and repair work for customers in the Strong Entertainment segment. Revenue related to time and materials-based maintenance and repair work is recognized at the point in time when the performance obligation has been fully satisfied.
Installation services
The Company performs installation services for its Strong Entertainment customers and recognizes revenue upon completion of the installations.
Extended warranty sales
The Company sells extended warranties to its Strong Entertainment customers. When the Company is the primary obligor, revenue is recognized on a gross basis ratably over the term of the extended warranty. In third party extended warranty sales, the Company is not the primary obligor, and revenue is recognized on a net basis at the time of the sale.
Timing of Revenue Recognition
The following tables disaggregate the Company’s revenue by the timing of transfer of goods or services to the customer for the three and nine months ended September 30, 2021 and 2020 (in thousands):
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | |||||||||||||||||||||||
| Strong Entertainment | Other | Total | Strong Entertainment | Other | Total | |||||||||||||||||||
| Point in time | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Over time | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | |||||||||||||||||||||||
| Strong Entertainment | Other | Total | Strong Entertainment | Other | Total | |||||||||||||||||||
| Point in time | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Over time | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 16 |
At
September 30, 2021, the unearned revenue amount associated with long-term projects that the Company uses the percentage-of-completion
method to recognize revenue, maintenance and monitoring services and extended warranty sales in which the Company is the primary obligor
was $
Basic net income (loss) per share has been computed on the basis of the weighted average number of shares of common stock outstanding. In periods when the Company reported net income from continuing operations, diluted net income per share has been computed on the basis of the weighted average number of shares of common stock outstanding after giving effect to potential common shares from dilutive stock options and certain non-vested restricted stock units. In periods when the Company reported a net loss from continuing operations, there were no differences between average shares used to compute basic and diluted loss per share as inclusion of stock options and restricted stock units would have been anti-dilutive in those periods. The following table summarizes the weighted average shares used to compute basic and diluted net income (loss) per share (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic weighted average shares outstanding | ||||||||||||||||
| Dilutive effect of stock options and certain non-vested restricted stock units | - | - | ||||||||||||||
| Diluted weighted average shares outstanding | ||||||||||||||||
A total of and common stock equivalents related to stock options and restricted stock units were excluded for the three and nine months ended September 30, 2020, respectively, as their inclusion would be anti-dilutive, thereby decreasing the net losses per share. Options to purchase and shares of common stock were outstanding as of September 30, 2021 and September 30, 2020, respectively, but were not included in the computation of diluted loss per share as the options’ exercise prices were greater than the average market price of the common shares for each period.
6. Inventories
Inventories consisted of the following (in thousands):
| September 30, 2021 | December 31, 2020 | |||||||
| Raw materials and components | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| $ | $ | |||||||
The
inventory balances were net of reserves of approximately $
| 17 |
7. Investments
The following summarizes our investments (dollars in thousands):
| September 30, 2021 | December 31, 2020 | |||||||||||||||
| Carrying Amount | Economic Interest | Carrying Amount | Economic Interest | |||||||||||||
| Equity Method Investments | ||||||||||||||||
| FG Financial Group, Inc. | $ | % | $ | % | ||||||||||||
| GreenFirst Forest Products Inc. | % | |||||||||||||||
| Total Equity Method Investments | ||||||||||||||||
| Fair Value Method Investment | ||||||||||||||||
| GreenFirst Forest Products Inc. | % | - | ||||||||||||||
| Cost Method Investment | ||||||||||||||||
| Firefly Systems, Inc. | ||||||||||||||||
| Total Investments | $ | $ | ||||||||||||||
The following summarizes the (loss) income of equity method investees reflected in the condensed consolidated statements of operations (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Entity | ||||||||||||||||
| FG Financial Group, Inc. | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| GreenFirst Forest Products Inc. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Equity Method Investment
FG Financial Group, Inc.
FG Financial Group, Inc. (“FGF”) (formerly 1347 Property Insurance Holdings, Inc.) is a reinsurance and investment management holding company focused on opportunistic collateralized and loss capped reinsurance, while allocating capital to special purpose acquisition companies (each, a “SPAC”) and SPAC sponsor-related businesses.
The
Company’s Chairman, D. Kyle Cerminara, is the chairman of the board of directors of FGF. As of September 30, 2021, Mr. Cerminara
was affiliated with entities that, when combined with the Company’s ownership in FGF, own greater than
In October 2021, FGF announced the closing of a public offering of common stock of shares at a price of $ per share. FGF also announced the commencement of a rights offering to holders of its common stock distributing one right to purchase up to shares of common stock for each share outstanding as of October 25, 2021, entitling shareholders to purchase up to shares of common stock at $ per share through November 29, 2021. The Company intends to fully exercise its rights to acquire additional common shares of FGF in the rights offering.
| 18 |
Fair Value Method Investment
GreenFirst Forest Products, Inc.
GreenFirst
Forest Products Inc. (“GreenFirst”) (formerly Itasca Capital Ltd.) is a publicly-traded Canadian company focused on environmentally
sustainable forest management and lumber production. On April 12, 2021, GreenFirst announced that it had entered into an asset purchase
agreement (the “GreenFirst Purchase Agreement”) pursuant to which it would acquire a portfolio of forest and paper product
assets (the “Assets”) at a purchase price of approximately US$
The
Company did
| 19 |
The summarized financial information presented below reflects the financial information of the Company’s equity method investees for the three and nine months ended June 30, 2021 and 2020, consistent with the Company’s recognition of the results of its equity method investments on a one-quarter lag (in thousands):
| For the nine months ended June 30, | 2021 | 2020 | ||||||
| Revenue (1) | $ | $ | ( | ) | ||||
| Operating loss | $ | ( | ) | $ | ( | ) | ||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| (1) |
The summarized financial information presented above combines the results of FGF and GreenFirst. As noted above, the Company no longer applies the equity method of accounting to its investment in GreenFirst. Accordingly, the financial results of GreenFirst will be excluded from future presentation of summarized financial information of equity method investees.
Cost Method Investment
The Company received preferred shares of Firefly in connection with the transactions with Firefly in May 2019 and August 2020. See Note 3 for additional details. In addition, on August 3, 2020, the Company’s Canadian subsidiary, Strong/MDI Screen Systems, Inc. (“Strong/MDI”) entered into a Stock Purchase Agreement with Firefly, pursuant to which Strong/MDI agreed to purchase $ million worth of Firefly Series A-3 Shares, which were subsequently renamed Firefly Series B-2 Shares (the “Firefly Series B-2 Shares”). The Company and its affiliated entities have designated Kyle Cerminara, Chairman of the Company’s board of directors and a principal of the Company’s largest shareholder, to Firefly’s board of directors.
8. Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):
| September 30, 2021 | December 31, 2020 | |||||||
| Land | $ | $ | ||||||
| Buildings and improvements | ||||||||
| Machinery and other equipment | ||||||||
| Office furniture and fixtures | ||||||||
| Construction in progress | ||||||||
| Total properties, cost | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
9. Goodwill
The following represents a summary of changes in the Company’s carrying amount of goodwill for the nine months ended September 30, 2021 (in thousands):
| Balance as of December 31, 2020 | $ | |||
| Foreign currency translation adjustment | ( | ) | ||
| Balance as of September 30, 2021 | $ |
| 20 |
10. Debt
The Company’s short-term debt consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):
| September 30, 2021 | December 31, 2020 | |||||||
| Short-term debt: | ||||||||
| Strong/MDI | $ | $ | ||||||
| Strong/MDI | ||||||||
| Insurance note payable | ||||||||
| Total short-term debt | $ | $ | ||||||
Strong/MDI Installment Loans and Revolving Credit Facility
On
September 5, 2017, the Company’s Canadian subsidiary, Strong/MDI, entered into a demand credit agreement, as amended and restated
May 15, 2018, with a bank consisting of a revolving line of credit for up to CDN$
11. Leases
The
Company and its subsidiaries lease plant and office facilities and equipment under operating and finance leases
Right-of-use assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. Certain of the leases contain extension options; however, the Company has not included such options as part of its right-of-use assets and lease liabilities because it does not expect to extend the leases. The Company measures and records a right-of-use asset and lease liability based on the discount rate implicit in the lease, if known. In cases where the discount rate implicit in the lease is not known, the Company measures the right-of-use assets and lease liabilities using a discount rate equal to the Company’s estimated incremental borrowing rate for loans with similar collateral and duration.
The Company elected to not apply the recognition requirements of Accounting Standards Codification Topic 842, “Leases,” to leases of all classes of underlying assets that, at the commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Instead, lease payments for such short-term leases are recognized in operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.
| 21 |
The Company elected, as a lessee, for all classes of underlying assets, to not separate nonlease components from lease components and instead to account for each separate lease component and the nonlease components associated with that lease component as a single lease component.
The following tables present the Company’s lease costs and other lease information (dollars in thousands):
| Lease cost | Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | |||||||||||||
| Finance lease cost: | ||||||||||||||||
| Amortization of right-of-use assets | $ | $ | $ | $ | ||||||||||||
| Interest on lease liabilities | - | |||||||||||||||
| Operating lease cost | ||||||||||||||||
| Short-term lease cost | ||||||||||||||||
| Sublease income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net lease cost | $ | $ | $ | $ | ||||||||||||
| Other information | Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||
| Operating cash flows from finance leases | $ | $ | $ | $ | ||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||
| Financing cash flows from finance leases | $ | $ | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for new finance lease liabilities | $ | $ | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | $ | $ | ||||||||||||
| As of September 30, 2021 | ||||
| Weighted-average remaining lease term - finance leases (years) | ||||
| Weighted-average remaining lease term - operating leases (years) | ||||
| Weighted-average discount rate - finance leases | % | |||
| Weighted-average discount rate - operating leases | % | |||
The following table presents a maturity analysis of the Company’s operating lease liabilities as of September 30, 2021 (in thousands):
| Operating Leases | ||||
| Remainder of 2021 | $ | |||
| 2022 | ||||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: Amount representing interest | ( | ) | ||
| Present value of lease payments | ||||
| Less: Current maturities | ( | ) | ||
| Lease obligations, net of current portion | $ | |||
| 22 |
On
March 2, 2021, the Company received a notice of default and demand (the “Default Notice”) from Huntington Technology Finance,
Inc. (“Huntington”). The Default Notice alleged the occurrence of an event of default under the terms of the Master Equipment
Lease Agreement dated May 19, 2017 (the “Lease Agreement”), pursuant to which the Company’s subsidiaries lease
certain digital taxi top advertising signs. The Company made all required payments to Huntington during the term of the Lease Agreement.
The Default Notice did not allege that the Company has failed to make any payment or incurred any economic or payment default. Rather,
the Default Notice alleged that the Company violated certain technical covenants in the Lease Agreement. Huntington demanded accelerated
payment of the outstanding principal balance plus lessor profit and a fair market value buyout of the assets under lease within ten days
of the receipt of the Default Notice. The Company disputed Huntington’s assertion that an event of default had occurred under the
Lease Agreement and believes that many of the assertions made in the Default Notice are false, and that the claims made in the Default
Notice are therefore baseless. Accordingly, on March 3, 2021, the Company provided a written response to Huntington detailing the Company’s
position that Huntington’s allegations of an event of default under the Lease Agreement are unfounded, and asserting the Company’s
good faith belief that the Company has abided by the terms, conditions, and covenants of the Lease Agreement. In order to resolve the
situation and avoid the potential costs of a lengthy legal dispute, on April 2, 2021, the Company entered into an Agreement of Forbearance
and Conditional Sale (the “Settlement Agreement”) with Huntington and CCA Financial, LLC. The amounts payable by the Company
pursuant to the Settlement Agreement include only payments contractually due under the Lease Agreement and do not include any additional
penalties, interest, or liquidation damages. The Company agreed to accelerate payment of the $
12. Income Taxes and Other Taxes
In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. The Company considers the scheduled reversal of taxable temporary differences, projected future taxable income and tax planning strategies in making this assessment. A cumulative loss in a particular tax jurisdiction in recent years is a significant piece of evidence with respect to the realizability that is difficult to overcome. Based on the available objective evidence, including recent updates to the taxing jurisdictions generating income, the Company concluded that a valuation allowance should be recorded against all of the Company’s U.S. tax jurisdiction deferred tax assets as of September 30, 2021 and December 31, 2020.
During the first quarter of 2021, the Company sold its Convergent business segment. As a result, this business segment is categorized as discontinued operations for the periods presented. The Company has sufficient net operating losses to offset Federal taxable income from these discontinued operations as well as the tax effects related to the gain on sale of discontinued operations. State income tax expense related to the operations and sale of this entity has been allocated to discontinued operations.
The Tax Cuts and Jobs Act of 2017 provides for a territorial tax system, which began in 2018. It includes the global intangible low-taxed income (“GILTI”) provision. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. As a result of the GILTI provisions, the Company’s inclusion of taxable income was incorporated into the overall net operating loss and valuation allowance for the three and nine months ended September 30, 2021 and comparative September 30, 2020, as well as December 31, 2020.
Changes in tax laws may affect recorded deferred tax assets and liabilities and the Company’s effective tax rate in the future. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted. The CARES Act made significant changes to Federal tax laws, including certain changes that are retroactive to the 2019 tax year. The effects of these changes relate to deferred tax assets and net operating losses; all of which are offset by valuation allowance. There were no material income tax consequences of this enacted legislation on the reporting period of these condensed consolidated financial statements.
The Company is subject to possible examinations not yet initiated for Federal purposes for fiscal years 2017 through 2019. In most cases, the Company is subject to possible examinations by state or local jurisdictions based on the particular jurisdiction’s statute of limitations.
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The
Consolidated Appropriations Act extended and expanded the availability of the CARES Act employee retention credit through June 30, 2021.
Subsequently, the American Rescue Plan Act of 2021 (“ARP Act”), enacted on March 11, 2021, extended and expanded the availability
of the employee retention credit through December 31, 2021, however, certain provisions apply only after December 31, 2020. This new
legislation expanded the group of qualifying business to include businesses with fewer than 500 employees and those who previously qualified
for the Paycheck Protection Program (the “PPP Loan”). The employee retention credit is calculated to be equal to
The Company recognizes compensation expense for all stock-based payment awards based on estimated grant date fair values. Stock-based compensation expense included in selling and administrative expenses approximated $ million for each of the three months ended September 30, 2021 and 2020 and $ million for each of the nine months ended September 30, 2020 and 2021.
The Company’s 2017 Omnibus Equity Compensation Plan (“2017 Plan”) was approved by the Company’s stockholders and provides the Compensation Committee of the Board of Directors with the discretion to grant stock options, stock appreciation rights, restricted shares, restricted stock units, performance shares, performance units and other stock- based awards and cash-based awards. Vesting terms vary with each grant and may be subject to vesting upon a “change in control” of the Company. On December 17, 2019, the Company’s stockholders approved the amendment and restatement of the 2017 Plan to (i) increase the number of shares of the Company’s common stock authorized for issuance under the 2017 Plan by shares and (ii) extend the expiration date of the 2017 Plan by approximately two years, until . As of September 30, 2021, approximately million shares were available for issuance under the amended and restated 2017 Plan.
Stock Options
| Number of Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||
| Outstanding at December 31, 2020 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Outstanding at September 30, 2021 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2021 | $ | $ | ||||||||||||||
The aggregate intrinsic value in the table above represents the total that would have been received by the option holders if all in-the-money options had been exercised and sold on the date indicated.
As of September 30, 2021, stock option awards were non-vested. Unrecognized compensation cost related to non-vested stock options was approximately $ million, which is expected to be recognized over a weighted average period of years.
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Restricted Stock Units
The Company estimates the fair value of restricted stock awards based upon the market price of the underlying common stock on the date of grant.
| Number of Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||
| Non-vested at December 31, 2020 | $ | |||||||
| Granted | ||||||||
| Shares vested | ( | ) | ||||||
| Shares forfeited | ||||||||
| Non-vested at September 30, 2021 | $ | |||||||
As of September 30, 2021, the total unrecognized compensation cost related to non-vested restricted stock unit awards was approximately $ million, which is expected to be recognized over a weighted average period of years.
14. Commitments, Contingencies and Concentrations
Litigation
The Company is involved, from time to time, in certain legal disputes in the ordinary course of business operations. No such disputes, individually or in the aggregate, are expected to have a material effect on the Company’s business or financial condition.
The Company and its subsidiaries are named as defendants in personal injury lawsuits based on alleged exposure to asbestos-containing materials. A majority of the cases involve product liability claims based principally on allegations of past distribution of commercial lighting products containing wiring that may have contained asbestos. Each case names dozens of corporate defendants in addition to the Company. In the Company’s experience, a large percentage of these types of claims have never been substantiated and have been dismissed by the courts. The Company has not suffered any adverse verdict in a trial court proceeding related to asbestos claims and intends to continue to defend these lawsuits. When appropriate, the Company may settle certain claims. The Company does not expect the resolution of these cases to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
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Concentrations
The
Company’s top ten customers accounted for approximately
Financial instruments that potentially expose the Company to a concentration of credit risk principally consist of accounts receivable and the SageNet Promissory Note. The Company sells product to a large number of customers in many different geographic regions. To minimize credit risk, the Company performs ongoing credit evaluations of its customers’ financial condition.
Insurance Recoveries
During
February 2019, one portion of Strong/MDI’s Quebec, Canada facility sustained damage as a result of inclement weather. The Company
has property and casualty and business interruption insurance and has made claims for reimbursement of incurred costs of the affected
portion of the facility and compensation for the Company’s business interruption losses. During the third quarter of 2020, the
Company reached a settlement with its insurance company which resolved all contingencies related to its business interruption claim,
which resulted in an insurance recovery gain of approximately $
15. Business Segment Information
The Company conducts its operations primarily through its Strong Entertainment business segment which manufactures and distributes premium large format projection screens and provides technical support services and other related products and services to the cinema exhibition industry, theme parks, schools, museums and other entertainment-related markets. Strong Entertainment also distributes and supports third party products, including digital projectors, servers, library management systems, menu boards and sound systems. The Company’s operating segments were determined based on the manner in which management organizes segments for making operating decisions and assessing performance.
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Summary by Business Segments
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Net revenues | ||||||||||||||||
| Strong Entertainment | $ | $ | $ | $ | ||||||||||||
| Other | ||||||||||||||||
| Total net revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Strong Entertainment | ||||||||||||||||
| Other | ||||||||||||||||
| Total gross profit | ||||||||||||||||
| Operating income (loss) | ||||||||||||||||
| Strong Entertainment | ( | ) | ( | ) | ||||||||||||
| Other | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total segment operating income (loss) | ( | ) | ( | ) | ||||||||||||
| Unallocated administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income, net | ||||||||||||||||
| Income (loss) from continuing operations before income taxes and equity method investment loss | $ | $ | $ | $ | ( | ) | ||||||||||
| (In thousands) | September 30, 2021 | December 31, 2020 | ||||||
| Identifiable assets | ||||||||
| Strong Entertainment | $ | $ | ||||||
| Corporate assets | ||||||||
| Discontinued operations | - | |||||||
| Total | $ | $ | ||||||
Summary by Geographical Area
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| (In thousands) | 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Net revenues | ||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| Canada | ||||||||||||||||
| China | ||||||||||||||||
| Mexico | - | |||||||||||||||
| Latin America | - | |||||||||||||||
| Europe | ||||||||||||||||
| Asia (excluding China) | ||||||||||||||||
| Other | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| (In thousands) | September 30, 2021 | December 31, 2020 | ||||||
| Identifiable assets | ||||||||
| United States | $ | $ | ||||||
| Canada | ||||||||
| Total | $ | $ | ||||||
Net revenues by business segment are to unaffiliated customers. Net revenues by geographical area are based on destination of sales. Identifiable assets by geographical area are based on location of facilities.
| 27 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. Management’s discussion and analysis contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical are forward-looking and reflect expectations for future Company performance. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements 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 fiscal year ended December 31, 2020, 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 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 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 companies in which the Company holds ownership positions; 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 be further be, exacerbated by the COVID-19 pandemic (including variants thereof), 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 our 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 forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
Overview
Ballantyne Strong, Inc. (“Ballantyne Strong,” “the Company,” “we,” “our,” and “us”) is a holding company with business operations in the entertainment industry and holdings in public and privately held companies. Our Strong Entertainment segment includes one of the largest manufacturers of premium projection screens and customized screen support systems, and we also distribute other products and provide technical support services to the cinema, amusement park and other markets.
We sold the operations of our Strong Outdoor business segment during August 2020 and the operations of our Convergent business segment during February 2021. As a result of these divestitures, we have presented Strong Outdoor’s and Convergent’s operating results as discontinued operations for all periods presented. Note 3 to the condensed consolidated financial statements contains additional information regarding these transactions. Accordingly, all comparisons of results of operations exclude results of the discontinued operations unless otherwise stated.
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In connection with the sale of our Strong Outdoor operating business to Firefly Systems, Inc. (“Firefly”) in August 2020, we entered into a Master Services Agreement (the “Master Services Agreement”) with Firefly. Pursuant to the Master Services Agreement, we agreed to provide certain support services to Firefly, including remote equipment monitoring and diagnostics of screens until no later than December 31, 2022 and transition advertising instruction and integration services, content management services, ad-hoc reporting and analysis, wireless service, advertising content management services, and mapping data until no later than six months from closing. In addition, we use our facility in Alpharetta, Georgia for our Digital Ignition technology incubator and co-working facility. These business operations are included within “Other” when comparing our results of operations for 2021 to 2020.
Impact of COVID-19 Pandemic
In December 2019, a novel coronavirus disease (“COVID-19”) was initially reported, and in March 2020, the World Health Organization characterized COVID-19 as a pandemic. COVID-19 has had a widespread and detrimental effect on the global economy as a result of the continued increase in the number of cases, particularly in the United States, and actions by public health and governmental authorities, businesses, other organizations and individuals to address the outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or total lock-down orders and business limitations and shutdowns. The ultimate impact of the COVID-19 pandemic on our business and results of operations remains unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the COVID-19 pandemic, including repeat or cyclical outbreaks, and any additional preventative and protective actions that governments, or we or our customers, may direct, which may result in an extended period of continued business disruption and reduced operations. For instance, some areas of the United States are experiencing new surges in COVID-19 cases, and new variants of COVID-19, which has, in some cases, led to the closure of recently re-opened businesses and further postponed opening other businesses, including movie theaters. Any resulting financial impact cannot be reasonably estimated at this time, but we expect it will continue to have a material impact on our business, financial condition and results of operations.
The repercussions of the COVID-19 global pandemic resulted in a significant impact to our customers, specifically those in the entertainment and advertising industries, and their ability and willingness to spend on our products and services, which continues to negatively impact us. A significant number of our customers temporarily ceased operations during the pandemic, some of which continue to be suspended; as such, we have experienced, and anticipate that we will continue to experience at least until our customers have resumed normal operations, a significant decline in our results of operations. For instance, during this time, many movie theaters and other entertainment centers were forced to close or curtail their hours and, correspondingly, have terminated or deferred their non-essential capital expenditures. While some movie theaters and chains have begun to re-open, or announced plans to re-open in the near future, theater operators may continue to experience reduced revenues for an extended period due to, among other things, consumer concerns over safety and social distancing, depressed consumer sentiment due to adverse economic conditions, including job losses, capacity restrictions, and postponed release dates, shortened “release windows” between the release of motion pictures in theaters and an alternative delivery method, or the release of motion pictures directly to alternative delivery methods, bypassing the theater entirely, for certain movies, and continued COVID-19 outbreaks could cause these theaters to suspend operations again. The COVID-19 pandemic has also adversely affected film production and may adversely affect the pipeline of feature films available in the short- or long-term. In addition to decreased business spending by our customers and prospective customers and reduced demand for our products, lower renewal rates by our customers, increased customer losses/churn, increased challenges in or cost of acquiring new customers and increased risk in collectability of accounts receivable may have a material adverse effect on our business and results of operations. We have also experienced other negative impacts; among other actions, we were required to temporarily close our screen manufacturing facility in Canada due to the governmental response to COVID-19, which we were able to re-open on May 11, 2020, and have experienced lower revenues from field services and a reduction in non-recurring time and materials-based services. The completion of our outsourced screen finishing facility in China was also delayed by the COVID-19 pandemic, and we are currently evaluating the timing of when we will be able to commence operations at the facility in light of current travel restrictions. We may also experience one or more of the following conditions that could have a material adverse impact on our business operations and financial condition: adverse effects on our strategic partners’ businesses or on the businesses of companies in which we hold investments; impairment charges; extreme currency exchange-rate fluctuations; inability to recover costs from insurance carriers; and business continuity concerns for us, our customers and our third-party vendors.
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The Consolidated Appropriations Act extended and expanded the availability of the CARES Act employee retention credit through June 30, 2021. Subsequently, the American Rescue Plan Act of 2021 (‘ARP Act’), enacted on March 11, 2021, extended and expanded the availability of the employee retention credit through December 31, 2021, however, certain provisions apply only after December 31, 2020. This new legislation expanded the group of qualifying business to include businesses with fewer than 500 employees and those who previously qualified for the Paycheck Protection Program (the “PPP Loan”). The employee retention credit is calculated to be equal to 70% of qualified wages paid to employees after December 31, 2020, and before January 1, 2022. During calendar year 2021, a maximum of $10,000 in qualified wages for each employee per qualifying calendar quarter may be counted in determining the 70% credit. Therefore, the maximum tax credit that can be claimed by an eligible employer is $7,000 per employee per qualifying calendar quarter of 2021. We have determined that the qualifications for the credit were met in the first, second and third quarters of 2021. In July 2021, we applied for a refund of $1.5 million of payroll taxes previously paid and recognized a corresponding reduction in compensation expenses during the three months ended June 30, 2021. In September 2021, we applied for a refund of $0.6 million of payroll taxes previously paid and recognized a corresponding reduction in compensation expenses during the three months ended September 30, 2021. Of the $0.6 million, $0.4 million was recorded within cost of services and $0.2 million was recorded within general and administrative expenses. We have not yet determined whether we will qualify for additional credits for the fourth quarter of 2021.
Results of Operations
The following table sets forth our operating results for the periods indicated:
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Net revenues | $ | 6,116 | $ | 5,561 | $ | 555 | 10.0 | % | ||||||||
| Cost of revenues | 3,668 | 4,397 | (729 | ) | (16.6 | )% | ||||||||||
| Gross profit | 2,448 | 1,164 | 1,284 | 110.3 | % | |||||||||||
| Gross profit percentage | 40.0 | % | 20.9 | % | ||||||||||||
| Selling and administrative expenses | 2,566 | 2,604 | (38 | ) | (1.5 | )% | ||||||||||
| Loss on disposal of assets | - | (18 | ) | 18 | (100.0 | )% | ||||||||||
| Loss from operations | (118 | ) | (1,458 | ) | 1,340 | (91.9 | )% | |||||||||
| Other income | 10,223 | 2,468 | 7,755 | 314.2 | % | |||||||||||
| Income before income taxes and equity method investment loss | 10,105 | 1,010 | 9,095 | 900.5 | % | |||||||||||
| Income tax expense | (2,696 | ) | (614 | ) | (2,082 | ) | 339.1 | % | ||||||||
| Equity method investment loss | (323 | ) | (460 | ) | 137 | (29.8 | )% | |||||||||
| Net income (loss) from continuing operations | $ | 7,086 | $ | (64 | ) | $ | 7,150 | n/m | ||||||||
| n/m = not meaningful | ||||||||||||||||
| 30 |
| Nine Months Ended September 30, | ||||||||||||||||
| 2020 | 2019 | $ Change | % Change | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Net revenues | $ | 16,981 | $ | 15,534 | $ | 1,447 | 9.3 | % | ||||||||
| Cost of revenues | 10,909 | 12,353 | (1,444 | ) | (11.7 | )% | ||||||||||
| Gross profit | 6,072 | 3,181 | 2,891 | 90.9 | % | |||||||||||
| Gross profit percentage | 35.8 | % | 20.5 | % | ||||||||||||
| Selling and administrative expenses | 7,933 | 9,154 | (1,221 | ) | (13.3 | )% | ||||||||||
| Loss on disposal of assets | - | (18 | ) | 18 | (100.0 | )% | ||||||||||
| Loss from operations | (1,861 | ) | (5,991 | ) | 4,130 | (68.9 | )% | |||||||||
| Other income | 9,937 | 2,546 | 7,391 | 290.3 | % | |||||||||||
| Income (loss) before income taxes and equity method investment loss | 8,076 | (3,445 | ) | 11,521 | (334.4 | )% | ||||||||||
| Income tax expense | (2,788 | ) | (996 | ) | (1,792 | ) | 179.9 | % | ||||||||
| Equity method investment loss | (1,468 | ) | (580 | ) | (888 | ) | 153.1 | % | ||||||||
| Net income (loss) from continuing operations | $ | 3,820 | $ | (5,021 | ) | $ | 8,841 | (176.1 | )% | |||||||
Three Months Ended September 30, 2021 Compared to the Three Months Ended September 30, 2020
Revenues
Net revenues during the quarter ended September 30, 2021 increased 10.0% to $6.1 million from $5.6 million during the quarter ended September 30, 2020. The increase in consolidated net revenue was primarily due to the continuing recovery of the Strong Entertainment business from the impact of COVID-19 as demand increased for services and screens. Those increases were partially offset by large a projection equipment sale in the prior year.
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Strong Entertainment | $ | 5,822 | $ | 5,260 | $ | 562 | 10.7 | % | ||||||||
| Other | 294 | 301 | (7 | ) | (2.3 | )% | ||||||||||
| Total net revenues | $ | 6,116 | $ | 5,561 | $ | 555 | 10.0 | % | ||||||||
Strong Entertainment
Revenue from Strong Entertainment increased 10.7% to $5.8 million in the third quarter of 2021 from $5.3 million in the third quarter of 2020. The year-over-year increase in revenue was primarily due to higher revenues from screens systems, field maintenance and monitoring services and our Eclipse curvilinear screen projects. Those increases were partially offset by the timing of a large projection equipment sale in the third quarter of 2020, which skews the quarterly comparison.
While major markets have eased COVID-19-related restrictions, or lifted them entirely, we expect the pace of recovery of our Strong Entertainment revenue will continue to be dependent upon the overall measures in place to control COVID-19 and the pace at which studios release new feature films to market. Studios recently resumed releasing major movies to the cinemas and continue to have a backlog of content planned for release in 2022 and 2023. In addition, we believe many of our customers will benefit from government programs such as the Shuttered Venue Operators Grant, which has allocated over $16 billion of assistance to the entertainment industry.
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Gross Profit
Consolidated gross profit increased to $2.4 million during the quarter ended September 30, 2021 from $1.2 million during the quarter ended September 30, 2020. As a percentage of revenue, gross profit was 40.0% and 20.9% for the quarters ended September 30, 2021 and September 30, 2020, respectively. Excluding the impact of employee retention credits in the current period, gross profit for the quarter ended September 30, 2021 would have been 33.1%, as compared with 20.9% in the prior year.
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Strong Entertainment | $ | 2,154 | $ | 889 | $ | 1,265 | 142.3 | % | ||||||||
| Other | 294 | 275 | 19 | 6.9 | % | |||||||||||
| Total gross profit | $ | 2,448 | $ | 1,164 | $ | 1,284 | 110.3 | % | ||||||||
Strong Entertainment
Gross profit in the Strong Entertainment segment was $2.2 million or 37.0% of revenues in the third quarter of 2021, which included a positive impact of $0.4 million as a result of the employee retention credit. Excluding the impact of the employee retention credit, gross profit would have been 29.7% of revenue compared to 16.9% in the prior year. The increase in gross profit dollars was primarily attributable to higher screen and field service revenues and the $0.4 million employee retention credit.
(Loss) Income From Operations
Consolidated loss from operations was $0.1 million in the third quarter of 2021 compared to $1.5 million in the third quarter of 2020.
| Three Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Strong Entertainment | $ | 1,028 | $ | (79 | ) | $ | 1,107 | (1401.3 | )% | |||||||
| Other | (142 | ) | (15 | ) | (127 | ) | 846.7 | % | ||||||||
| Total segment operating income (loss) | 886 | (94 | ) | 980 | (1,042.6 | )% | ||||||||||
| Unallocated administrative expenses | (1,004 | ) | (1,364 | ) | 360 | (26.4 | )% | |||||||||
| Total loss from operations | $ | (118 | ) | $ | (1,458 | ) | $ | 1,340 | (91.9 | )% | ||||||
Strong Entertainment generated income from operations of $1.0 million in the third quarter of 2021 compared to a loss from operations of $0.1 million in the third quarter of 2020. The improvement in income from operations was primarily due to the increase in revenue and gross profit described above and $0.1 million of employee retention credits included in selling and administrative expenses.
Unallocated administrative expenses decreased to $1.0 million in the third quarter of 2021 compared to $1.4 million in the third quarter of 2020. The decrease was driven primarily by the recognition of employee retention credits of $0.2 million, lower compensation and benefits, as well as reductions in information technology expenses, costs associated with contractors and consultants and audit and tax expenses, all of which were due to our initiatives to reduce overall administrative expenses.
Other Financial Items
Total other income of $10.2 million during the third quarter of 2021 primarily consisted of a $8.4 million unrealized gain on investments, $1.7 million realized gain on investments, and $0.2 million of foreign currency transaction adjustments. For the third quarter of 2020, total other income of $2.5 million primarily consisted of a $2.7 million gain on our business interruption claim for the weather-related incident at our production facility in Quebec, partially offset by foreign currency transaction adjustments of $0.2 million and $0.1 million of interest expense.
| 32 |
Income tax expense was approximately $2.7 million during the third quarter of 2021 compared to $0.6 million during the third quarter of 2020. Our income tax expense consisted primarily of income tax on foreign earnings and deferred tax expense on the unrealized gain on investments.
We recorded equity method investment loss of $0.3 million during the third quarter of 2021, consisting of $0.4 million loss from GreenFirst, partially offset by a $0.1 million of income from FGF. We recorded an equity method investment loss of $0.5 million in the third quarter of 2020, consisting of $0.4 million from GreenFirst and $20 thousand from FGF.
As a result of the items outlined above, we generated net income from continuing operations of $7.1 million, or $0.38 per basic and diluted share, in the third quarter of 2021, compared to a net loss from continuing operations of $0.1 million, or $0.00 per basic and diluted share, in the third quarter of 2020.
Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 30, 2020
Revenues
Net revenues during the nine months ended September 30, 2021 increased 9.3% to $17.0 million from $15.5 million during the nine months ended September 30, 2020. The increase in consolidated net revenue was primarily due to the continuing recovery of the Strong Entertainment business from the impact of COVID-19 as demand increased for services and screen systems.
| Nine Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Strong Entertainment | $ | 16,121 | $ | 15,041 | $ | 1,080 | 7.2 | % | ||||||||
| Other | 860 | 493 | 367 | 74.4 | % | |||||||||||
| Total net revenues | $ | 16,981 | $ | 15,534 | $ | 1,447 | 9.3 | % | ||||||||
Strong Entertainment
Revenue from Strong Entertainment increased 7.2% to $16.1 million in the first nine months of 2021 from $15.0 million in the first nine months of 2020. We started experiencing the negative effects of the COVID-19 pandemic late in the first quarter of 2020, which continued into the third quarter of 2020. As restrictions eased during the first nine months of 2021 and customer demand increased, revenues from screens systems and our Eclipse curvilinear screen projects have increased compared to the same period in 2020.
While major markets have eased COVID-19 related restrictions, or lifted them entirely, we expect the pace of recovery of our Strong Entertainment revenue will continue to be dependent upon the overall measures in place to control COVID-19 and the pace at which studios release new feature films to the market. Studios recently resumed releasing major movies to the cinemas and continue to have a backlog of content planned for release in 2022 and 2023. In addition, we believe many of our customers will benefit from government programs such as the Shuttered Venue Operators Grant, which has allocated over $16 billion of assistance to the entertainment industry.
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Gross Profit
Consolidated gross profit increased 90.9% to $6.1 million during the nine months ended September 30, 2021 from $3.2 million during the nine months ended September 30, 2020. As a percentage of revenue, gross profit was 35.8% and 20.5% for the nine months ended September 30, 2021 and September 30, 2020, respectively. Excluding the impact of employee retention credits, gross profit during the nine months ended September 30, 2021 would have been 25.8%, as compared with 20.5% in the prior year.
| Nine Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Strong Entertainment | $ | 5,428 | $ | 2,769 | $ | 2,659 | 96.0 | % | ||||||||
| Other | 644 | 412 | 232 | 56.3 | % | |||||||||||
| Total gross profit | $ | 6,072 | $ | 3,181 | $ | 2,891 | 90.9 | % | ||||||||
Strong Entertainment
Gross profit in the Strong Entertainment segment was $5.4 million or 33.7% of revenues in the first nine months of 2021 compared to $2.8 million or 18.4% of revenues in the first nine months of 2020. The nine months ended September 30, 2021 included a positive impact of $1.3 million as a result of the employee retention credit. Excluding the impact of the employee retention credit, gross profit for the nine months ended September 30, 2021 would have been 25.8% of revenue. The increase in gross profit dollars was primarily attributable to the higher screen, equipment and field service revenue, and the $1.3 million employee retention credit as well as actions taken to control costs.
(Loss) Income From Operations
Consolidated loss from operations was $1.9 million in the first nine months of 2021 compared to $6.0 million in the first nine months of 2020.
| Nine Months Ended September 30, | ||||||||||||||||
| 2021 | 2020 | $ Change | % Change | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
| Strong Entertainment | $ | 2,150 | $ | (894 | ) | $ | 3,044 | (340.5 | )% | |||||||
| Other | (577 | ) | (457 | ) | (120 | ) | 26.2 | % | ||||||||
| Total segment operating income (loss) | 1,573 | (1,351 | ) | 2,924 | (216.4 | )% | ||||||||||
| Unallocated administrative expenses | (3,434 | ) | (4,640 | ) | 1,206 | (26.0 | )% | |||||||||
| Total loss from operations | $ | (1,861 | ) | $ | (5,991 | ) | $ | 4,130 | (68.9 | )% | ||||||
Strong Entertainment generated income from operations of $2.2 million in the first nine months of 2021 compared to a loss from operations of $0.9 million in the first nine months of 2020. The improvement in income from operations was primarily due to the increase in revenue and gross profit described above and $0.3 million of employee retention credits included in selling and administrative expenses.
Unallocated administrative expenses decreased to $3.4 million in the nine months ended September 30, 2021 compared to $4.6 million in the same period of 2020. The decrease was driven primarily by the recognition of employee retention credits of $0.3 million, lower compensation and benefits, as well as reductions in information technology expenses, costs associated with contractors and consultants and audit and tax expenses, all of which were due to our initiatives to reduce overall administrative expenses.
Other Financial Items
Total other income of $9.9 million during the first nine months of 2021 primarily consisted of a $8.4 million unrealized gain on investments, $1.7 million realized gain on investments, a $0.1 million gain on our property and insurance claim for the weather-related incident at our production facility in Quebec, Canada, partially offset by $0.1 million of foreign currency transaction adjustments and $0.2 million of interest expense. Total other income of $2.5 million during the nine months ended September 30, 2020 primarily consisted of a $2.9 million gain on our property and casualty and business interruption claims for the weather-related incident at our production facility in Quebec, Canada, partially offset by $0.4 million of interest expense.
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Income tax expense during the first nine months of 2021 was $2.8 million, which compared to $1.0 million during the first nine months of 2020. Our income tax expense consisted primarily of income tax on foreign earnings and deferred tax expense on the unrealized gain on investments.
We recorded an equity method investment loss of $1.5 million during the first nine months of 2021, consisting of $1.1million from GreenFirst and $0.3 million from FGF. We recorded an equity method investment loss of $0.6 million during the first nine months of 2020, consisting of $0.4 million from FGF and $0.1 million from GreenFirst.
As a result of the items outlined above, we generated a net income from continuing operations of $3.8 million, or $0.21 per basic and diluted share, in the first nine months of 2021, compared to a net loss from continuing operations of $5.0 million, or $0.34 per basic and diluted share, in the first nine months of 2020.
Liquidity and Capital Resources
During the past several years, we have primarily met our working capital and capital resource needs from our operating cash flows and credit facilities. Our primary cash requirements involve operating expenses, working capital, capital expenditures, investments, and other general corporate activities. Our capital expenditures during 2020 included costs incurred in the construction of the Strong Entertainment production facility in Quebec, Canada that sustained damage as a result of inclement weather. During the third quarter of 2021, we increased our investment in GreenFirst by exercising 8.3 million rights for a total cost of approximately $10.0 million. The rights were exchanged into common shares of GreenFirst, and after the conversion the Company holds 15.3 million shares of GreenFirst common stock. As of September 30, 2021, the fair value of our investment in GreenFirst was approximately $20.2 million.
We ended the third quarter of 2021 with total cash and cash equivalents and restricted cash of $10.5 million compared to $4.8 million as of December 31, 2020. Of the $10.5 million as of September 30, 2021, $1.8 million was held by our Canadian subsidiary, Strong/MDI, and $0.2 million was restricted. Strong/MDI makes intercompany loans to the U.S. parent company which do not trigger Canadian withholding taxes if they meet certain requirements. As of September 30, 2021, the parent company had outstanding intercompany loans from Strong/MDI of approximately $34.6 million. In the event those loans are not repaid, or are recharacterized as dividends to the U.S. parent company, we would be required to pay 5% Canadian withholding taxes, which have been fully accrued as of September 30, 2021.
In response to the COVID-19 pandemic and related closures of cinemas, theme parks and entertainment venues, we took decisive actions to conserve cash, reduce operating expenditures, delay capital expenditures, and manage working capital. On June 7, 2021, Strong/MDI entered into a demand credit agreement (the “2021 Credit Agreement”), which amended and restated the demand credit agreement dated as of September 5, 2017. The 2021 Credit Agreement consists of a revolving line of credit for up to CDN$2.0 million subject to a borrowing base requirement, a 20-year installment loan for up to CDN$5.1 million and a 5-year installment loan for up to CDN$0.5 million.
In February 2021, we closed two transactions which further strengthened the Company’s balance sheet, increasing the Company’s cash position and reducing the Company’s debt and lease obligation.
On February 1, 2021, we entered into an Equity Purchase Agreement (together with the other related documents defined therein, the “Purchase Agreement”), and closed the transactions contemplated by the Purchase Agreement, with SageNet LLC (“SageNet”). The Purchase Price pursuant to the Purchase Agreement was (i) $15.0 million in cash and (ii) $2.5 million in the form of a subordinated promissory note delivered by SageNet in our favor (the “SageNet Promissory Note”). Per the terms of the SageNet Promissory Note, we will receive twelve consecutive equal quarterly payments of principal, plus accrued interest thereon, commencing on March 31, 2022. A portion of the Purchase Price was placed in escrow by SageNet, the release of which is contingent upon certain events and conditions specified in the Purchase Agreement. The Purchase Price is also subject to adjustment based on closing working capital of Convergent. As further consideration, SageNet also assumed approximately $5.7 million of third-party debt of Convergent, bringing the total enterprise value for Convergent’s equity interests to approximately $23.2 million.
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On February 3, 2021, we entered into an underwriting agreement in connection with a public offering (the “Offering”) pursuant to which we agreed to issue and sell approximately 3.3 million shares of our common stock, at a public offering price of $2.30 per share. The Offering closed on February 8, 2021. The net proceeds from the Offering were approximately $6.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
On March 2, 2021, we received a notice of default and demand (the “Default Notice”) from Huntington Technology Finance, Inc. (“Huntington”). The Default Notice alleged the occurrence of an event of default under the terms of the Master Equipment Lease Agreement dated May 19, 2017 (the “Lease Agreement”), pursuant to which our subsidiaries lease certain digital taxi top advertising signs. We have made all required payments to Huntington during the term of the Lease Agreement and expect to continue to make monthly payments on a timely basis. The Default Notice did not allege that we have failed to make any payment or incurred any economic or payment default. Rather, the Default Notice alleged that we violated certain technical covenants in the Lease Agreement. Huntington demanded accelerated payment of the outstanding principal balance plus lessor profit and a fair market value buyout of the assets under lease within ten days of the receipt of the Default Notice. We disputed Huntington’s assertion that an event of default had occurred under the Lease Agreement and believe that many of the assertions made in the Default Notice are false and that the claims made in the Default Notice are therefore baseless. Accordingly, on March 3, 2021, we provided a written response to Huntington detailing our position that Huntington’s allegations of an event of default under the Lease Agreement are unfounded, and asserting our good faith belief that we have abided by the terms, conditions and covenants of the Lease Agreement. In order to resolve the situation and avoid the potential costs of a lengthy legal dispute, on April 2, 2021, we entered into an Agreement of Forbearance and Conditional Sale (the “Settlement Agreement”) with Huntington and CCA Financial, LLC. The amounts payable by us pursuant to the Settlement Agreement include only payments contractually due under the Lease Agreement and do not include any additional penalties, interest, or liquidation damages. We agreed to accelerate payment of the $2.1 million remaining payments contractually due under the Lease Agreement and to exercise our option to purchase the leased assets for $1.0 million. The $2.1 million plus sales tax owed under the Lease Agreement was paid upon execution of the Settlement Agreement and the lease equipment buyout will be paid in twelve monthly installments from June 1, 2021 to May 1, 2022. Upon payment in full, the Lease Agreement and all obligations thereunder will terminate.
We believe that our existing sources of liquidity, including cash and cash equivalents, operating cash flow, credit facilities, equity investments, receivables and other assets will be sufficient to meet our projected capital needs for at least the next twelve months. However, our ability to continue to meet our cash requirements will depend on, among other things, the duration of COVID-19 related restrictions on cinemas, theme parks and other entertainment venues, our ability to achieve anticipated levels of revenues and cash flow from operations, performance of our investment holdings, our ability to manage costs and working capital successfully and the continued availability of financing, if needed. We cannot provide any assurance that our assumptions used to estimate our liquidity requirements will remain accurate due to the unprecedented nature of the disruption to our operations and the unpredictability of the COVID-19 global pandemic. As a consequence, our estimates of the duration of the pandemic and the severity of the impact on our future earnings and cash flows could change and have a material impact on our results of operations and financial condition. In the event of a sustained market deterioration, and continued declines in net sales, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions. We may, depending on a variety of factors, including market conditions for capital raises, the trading price of our common stock and opportunities for uses of any proceeds, engage in additional public or private offerings of equity or debt securities to increase our capital resources. However, financial and economic conditions, including those resulting from the COVID-19 pandemic, could limit our access to credit and impair our ability to raise capital, if needed, on acceptable terms or at all, and we cannot provide any assurance that we will be able to obtain any additional sources of financing or liquidity on acceptable terms, or at all. See Note 10 to the condensed consolidated financial statements for a description of our debt as of September 30, 2021.
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Cash Flows from Operating Activities
Net cash used in operating activities from continuing operations was $0.3 million during the nine months ended September 30, 2021 primarily due to cash outflows for selling and administrative expense and reductions in working capital which was primarily a result of the recognition of a receivable of $2.1 million in connection with filing for the employee retention credits, partially offset by the operating income generated by Strong Entertainment. Net cash provided by operating activities from continuing operations was $5.7 million in the first nine months of 2020 primarily due to improvements in working capital, partially offset by the operating loss generated by Strong Entertainment and the cash outflows for selling and administrative expenses.
Cash Flows from Investing Activities
Net cash used in investing activities from continuing operations was $10.6 million during the nine months ended September 30, 2021, which consisted of a $10.0 million increase to our investment in GreenFirst and $0.7 million of capital expenditures. Net cash used in investing activities from continuing operations was $4.6 million in the first nine months of 2020, which consisted of a $4.1 million investment in Firefly and capital expenditures of $0.5 million.
Cash Flows from Financing Activities
Net cash provided by financing activities from continuing operations was $3.6 million during the nine months ended September 30, 2021, which primarily consisted of $6.3 million of net proceeds from the issuance of our common stock, partially offset by $2.6 million of principal payments on finance leases and short-term debt. Net cash used in financing activities from continuing operations was $1.1 million during the nine months ended September 30, 2020, which consisted of principal payments on finance leases and short-term debt.
Use of Non-GAAP Measures
We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”). In addition to disclosing financial results prepared in accordance with GAAP, we disclose information regarding Adjusted EBITDA, which differs from the term EBITDA as it is commonly used. In addition to adjusting net income (loss) to exclude income taxes, interest, and depreciation and amortization, Adjusted EBITDA also excludes discontinued operations, share-based compensation, impairment charges, equity method income (loss), unrealized gains (losses) on investments, fair value adjustments, severance, foreign currency transaction gains (losses), transactional gains and expenses, gains on insurance recoveries, certain tax credits and other cash and non-cash charges and gains.
EBITDA and Adjusted EBITDA are not measures of performance defined in accordance with GAAP. However, Adjusted EBITDA is used internally in planning and evaluating our operating performance. Accordingly, management believes that disclosure of these metrics offers investors, bankers and other stakeholders an additional view of our operations that, when coupled with the GAAP results, provides a more complete understanding of our financial results.
EBITDA and Adjusted EBITDA should not be considered as an alternative to net income (loss) or to net cash from operating activities as measures of operating results or liquidity. Our calculation of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures used by other companies, and the measures exclude financial information that some may consider important in evaluating our performance.
EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under GAAP. Some of these limitations are (i) they do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments, (ii) they do not reflect changes in, or cash requirements for, our working capital needs, (iii) EBITDA and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements, (v) they do not adjust for all non-cash income or expense items that are reflected in our statements of cash flows, (vi) they do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, and (vii) other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.
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We believe EBITDA and Adjusted EBITDA facilitate operating performance comparisons from period to period by isolating the effects of some items that vary from period to period without any correlation to core operating performance or that vary widely among similar companies. These potential differences may be caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense). We also present EBITDA and Adjusted EBITDA because (i) we believe these measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry, (ii) we believe investors will find these measures useful in assessing our ability to service or incur indebtedness, and (iii) we use EBITDA and Adjusted EBITDA internally as benchmarks to evaluate our operating performance or compare our performance to that of our competitors.
The following table sets forth reconciliations of net loss under GAAP to EBITDA and Adjusted EBITDA (in thousands):
| Quarters Ended September 30, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||||||||||
| Strong Entertainment | Corporate and Other | Discontinued Operations | Consolidated | Strong Entertainment | Corporate and Other | Discontinued Operations | Consolidated | |||||||||||||||||||||||||
| Net income (loss) | $ | 7,685 | $ | (599 | ) | $ | - | $ | 7,086 | $ | 1,939 | $ | (2,003 | ) | $ | 5,710 | $ | 5,646 | ||||||||||||||
| Net income from discontinued operations | - | - | - | - | - | - | (5,710 | ) | (5,710 | ) | ||||||||||||||||||||||
| Net income ( loss) from continuing operations | 7,685 | (599 | ) | - | 7,086 | 1,939 | (2,003 | ) | - | (64 | ) | |||||||||||||||||||||
| Interest expense (income), net | 25 | (18 | ) | - | 7 | 24 | 85 | - | 109 | |||||||||||||||||||||||
| Income tax expense | 2,327 | 369 | - | 2,696 | 488 | 126 | - | 614 | ||||||||||||||||||||||||
| Depreciation and amortization | 216 | 129 | - | 345 | 226 | 46 | - | 272 | ||||||||||||||||||||||||
| EBITDA | 10,253 | (119 | ) | - | 10,134 | 2,677 | (1,746 | ) | - | 931 | ||||||||||||||||||||||
| Stock-based compensation expense | - | 213 | - | 213 | - | 239 | - | 239 | ||||||||||||||||||||||||
| Equity method investment loss (income) | 414 | (91 | ) | - | 323 | 20 | 440 | - | 460 | |||||||||||||||||||||||
| Employee retention credit | (527 | ) | (90 | ) | - | (617 | ) | - | - | - | - | |||||||||||||||||||||
| Realized gain on investments | (1,689 | ) | - | - | (1,689 | ) | - | - | - | - | ||||||||||||||||||||||
| Unrealized gain on investments | (7,648 | ) | (728 | ) | - | (8,376 | ) | - | - | - | - | |||||||||||||||||||||
| Loss on disposal of assets and impairment charges | - | - | - | - | - | 18 | 18 | |||||||||||||||||||||||||
| Foreign currency transaction (income) loss | (162 | ) | - | - | (162 | ) | 172 | - | - | 172 | ||||||||||||||||||||||
| Gain on property and casualty insurance recoveries | - | - | - | - | (2,736 | ) | - | - | (2,736 | ) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 641 | $ | (815 | ) | $ | - | $ | (174 | ) | $ | 133 | $ | (1,049 | ) | $ | - | $ | (916 | ) | ||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||||||||||
| Strong Entertainment | Corporate and Other | Discontinued Operations | Consolidated | Strong Entertainment | Corporate and Other | Discontinued Operations | Consolidated | |||||||||||||||||||||||||
| Net income (loss) | $ | 7,719 | $ | (3,899 | ) | $ | 14,649 | $ | 18,469 | $ | 917 | $ | (5,938 | ) | $ | 6,492 | $ | 1,471 | ||||||||||||||
| Net income (loss) from discontinued operations | - | - | (14,649 | ) | (14,649 | ) | - | - | (6,492 | ) | (6,492 | ) | ||||||||||||||||||||
| Net income (loss) from continuing operations | 7,719 | (3,899 | ) | - | 3,820 | 917 | (5,938 | ) | - | (5,021 | ) | |||||||||||||||||||||
| Interest expense, net | 84 | 146 | - | 230 | 91 | 281 | - | 372 | ||||||||||||||||||||||||
| Income tax expense | 2,406 | 382 | - | 2,788 | 853 | 143 | - | 996 | ||||||||||||||||||||||||
| Depreciation and amortization | 687 | 298 | - | 985 | 688 | 155 | - | 843 | ||||||||||||||||||||||||
| EBITDA | 10,896 | (3,073 | ) | - | 7,823 | 2,549 | (5,359 | ) | - | (2,810 | ) | |||||||||||||||||||||
| Stock-based compensation expense | - | 686 | - | 686 | - | 724 | - | 724 | ||||||||||||||||||||||||
| Equity method investment loss | 1,150 | 318 | - | 1,468 | 137 | 443 | - | 580 | ||||||||||||||||||||||||
| Employee retention credit | (1,576 | ) | (336 | ) | - | (1,912 | ) | - | - | - | - | |||||||||||||||||||||
| Realized gain on investments | (1,689 | ) | - | - | (1,689 | ) | - | - | - | - | ||||||||||||||||||||||
| Unrealized gain on investments | (7,648 | ) | (728 | ) | - | (8,376 | ) | - | - | - | - | |||||||||||||||||||||
| Loss on disposal of assets and impairment charges | - | - | - | - | - | 18 | 18 | |||||||||||||||||||||||||
| Foreign currency transaction loss (income) | 56 | - | - | 56 | (51 | ) | - | - | (51 | ) | ||||||||||||||||||||||
| Gain on property and casualty insurance recoveries | (148 | ) | - | - | (148 | ) | (2,850 | ) | - | - | (2,850 | ) | ||||||||||||||||||||
| Severance and other | 15 | 87 | - | 102 | 78 | 7 | - | 85 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 1,056 | $ | (3,046 | ) | $ | - | $ | (1,990 | ) | $ | (137 | ) | $ | (4,167 | ) | $ | - | $ | (4,304 | ) | |||||||||||
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Hedging and Trading Activities
Our primary exposure to foreign currency fluctuations pertains to our subsidiary in Canada. In certain instances, we may enter into a foreign exchange contract to manage a portion of this risk. We do not have any trading activities that include non-exchange traded contracts at fair value.
Seasonality
Generally, our revenue and earnings fluctuate moderately from quarter to quarter. As we increase our sales in our current markets, and as we expand into new markets in different geographies, it is possible we may experience different seasonality patterns in our business. As a result, the results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for an entire fiscal year.
Recently Issued Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, to the condensed consolidated financial statements for a description of recently issued accounting pronouncements.
Critical Accounting Policies and Estimates
In preparing our consolidated financial statements in conformity with U.S. generally accepted accounting principles, management must make a variety of decisions which impact the reported amounts and the related disclosures. These decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In making these decisions, management applies its judgment based on its understanding and analysis of the relevant circumstances and our historical experience.
Our accounting policies and estimates that are most critical to the presentation of our results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as our critical accounting policies. See further discussion of our critical accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for our year ended December 31, 2020. We periodically re-evaluate and adjust our critical accounting policies as circumstances change. There were no significant changes in our critical accounting policies during the three months ended September 30, 2021.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable as we are a “smaller reporting company.”
Item 4. Controls and Procedures
The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective at ensuring that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (as amended) is (1) accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting. The Company determined that no material changes to its internal control over financial reporting occurred or were required in response to the measures it has taken related to the COVID-19 pandemic, including remote working arrangements for many of its employees. The Company is continually monitoring and assessing the impact of COVID-19 on its internal controls in an effort to ensure that its internal controls respond to any changes in its operating environment.
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PART II. Other Information
Item 1. Legal Proceedings
In the ordinary course of business operations, we are involved, from time to time, in certain legal disputes. No such disputes, individually or in the aggregate, are expected to have a material effect on our business or financial condition.
We are named as a defendant in personal injury lawsuits based on alleged exposure to asbestos-containing materials. A majority of the cases involve product liability claims based principally on allegations of past distribution of commercial lighting products containing wiring that may have contained asbestos. Each case names dozens of corporate defendants in addition to Ballantyne Strong. In our experience, a large percentage of these types of claims have never been substantiated and have been dismissed by the courts. We have not suffered any adverse verdict in a trial court proceeding related to asbestos claims and intend to continue to defend these lawsuits. When appropriate, we may settle certain claims. We do not expect the resolution of these cases to have a material adverse effect on our financial condition, results of operations or cash flows.
Item 1A. Risk Factors
Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 includes a detailed discussion of the Company’s risk factors. There have been no material changes to the risk factors as previously disclosed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 20, 2015, we announced that our Board of Directors adopted a stock repurchase program authorizing the repurchase of up to 700,000 shares of our outstanding Common Stock pursuant to a plan adopted under Rule 10b5-1 of the Securities Exchange Act of 1934 (as amended). The repurchase program has no expiration date. The following table provides information about purchases made by us of our common stock for each month included in the third quarter of 2021:
ISSUER PURCHASES OF EQUITY SECURITIES
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | The Maximum Number of Shares That May Still be Purchased Under the Plans or Programs | ||||||||||||
| July 2021 | - | $ | - | - | 636,931 | |||||||||||
| August 2021 | - | - | - | 636,931 | ||||||||||||
| September 2021 | - | - | - | 636,931 | ||||||||||||
| Quarter Ended September 30, 2021 | - | $ | - | $ | - | 636,931 | ||||||||||
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Item 6. Exhibits
| Incorporated by Reference | ||||||||||
| Exhibit
Number |
Document Description | Form | Exhibit | Filing Date |
Filed
Herewith | |||||
| 10.1 | Amendment to Executive Employment Agreement, executed as of September 3, 2021, by and between Ballantyne Strong, Inc., and Mark Roberson. | 8-K | 10.1 | September 8, 2021 | ||||||
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer. | X | ||||||||
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer. | X | ||||||||
| 32.1** | 18 U.S.C. Section 1350 Certification of Chief Executive Officer. | X | ||||||||
| 32.2** | 18 U.S.C. Section 1350 Certification of Chief Financial Officer. | X | ||||||||
| 101 | The following materials from Ballantyne Strong, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to the Condensed Consolidated Financial Statements. | X | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | X | ||||||||
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BALLANTYNE STRONG, INC. | ||||
| By: | /s/ MARK D. ROBERSON | By: | /s/ TODD R. MAJOR | |
Mark D. Roberson Chief Executive Officer (Principal Executive Officer)
|
Todd
R. Major (Principal Financial Officer and Principal Accounting Officer) |
|||
| Date: | November 10, 2021 | Date: | November 10, 2021 | |
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