Bloomia Holdings, Inc 8-K, filed May 12, 2020
Bloomia Holdings, Inc. (TULP)
8-K
2020-05-12
For: 2020-03-31
View Original
Added on
April 11, 2026
About this 8-K
Bloomia Holdings, Inc filed this 8-K on May 12, 2020, reporting on events of March 31, 2020.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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May 12, 2020
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Date of
Report (Date of Earliest Event Reported)
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Insignia Systems,
Inc.
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(Exact
Name of Registrant as Specified in its Charter)
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Minnesota
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001-13471
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41-1656308
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(State
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8799 Brooklyn Blvd.Minneapolis, Minnesota
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55445
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(763) 392-6200
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(Registrant’s
Telephone Number, Including Area Code)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction
A.2):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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Common Stock, par value $0.01 per share
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ISIG
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this
chapter):
☐ Emerging growth
company
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02.
Results
of Operations and Financial Condition.
On May
12, 2020, Insignia Systems, Inc. (the "Company") issued a press
release announcing the Company’s first quarter financial
results for the reporting period ended March 31, 2020.
A copy
of the press release issued by the Company is furnished as Exhibit
99.1 attached hereto and is incorporated herein by
reference.
The
information contained in this Current Report is furnished and not
deemed to be filed for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information in this Current Report
shall not be incorporated by reference into any filing or other
document pursuant to the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such
filing or document.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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Method of Filing
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Press
Release, dated May 12, 2020
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Filed
Electronically
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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INSIGNIA SYSTEMS, INC.
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Date: May 12, 2020
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By
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/s/
Jeffrey A. Jagerson
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Jeffrey A. Jagerson
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Chief
Financial Officer and Treasurer
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(on
behalf of registrant)
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EXHIBIT 99.1
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Contact:
Insignia Systems,
Inc.
Kristine Glancy,
CEO
(763)
392-6200
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FOR IMMEDIATE RELEASE
INSIGNIA SYSTEMS, INC. ANNOUNCES
FIRST
QUARTER 2020 FINANCIAL
RESULTS
MINNEAPOLIS, MN – May
12, 2020 – Insignia
Systems, Inc. (Nasdaq: ISIG) (“Insignia”) today
reported financial results for the first quarter ended March 31,
2020 (“Q1”).
Overview
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Q1 2020 net sales
decreased 8.9% to $4.7 million from $5.1 million in Q1 2019,
primarily driven by a decrease in POPS revenue partially offset by
increased innovation revenue.
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Q1 2020 operating
loss was $1.1 million compared to an operating loss of $1.3 million
in Q1 2019.
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Q1 2020 net loss
was $0.9 million, or $0.07 per basic and diluted share, compared to
a net loss of $1.1 million, or $0.09 per basic and diluted share in
Q1 2019.
Insignia’s
President and CEO Kristine Glancy commented, “Our first
quarter results reflect a revenue decline of 8.9%, which was
primarily driven by our core signage solution due to the loss of a
major retailer in 2019, which was in our network through a portion
of the first half of 2019. While our core signage business
decreased, our innovation revenue continued to increase, up 29%
versus the first quarter of 2019. Our portfolio diversification is
driven by client focused solutions which includes expanding our
industry recognized display solutions and signage solutions for
non-syndicated retailers along with launching our new mobile
solution. Despite revenues declining in the quarter, our first
quarter operating loss improved versus the first quarter of 2019
attributable to reduced fixed payment obligations to retailers,
improved margins associated with our innovation revenue, reduced
depreciation driven by the impairment taken at the end of 2019 and
lower operating expenses. In late 2019, we consolidated our sales
and marketing functions to increase efficiency and reduce costs
while expanding our client engagement and brand
awareness.”
Ms.
Glancy continued, “2020 will be a more challenging year than
anticipated driven by the recent COVID-19 pandemic and the impact
it is having on our industry. The amount of change our industry has
experienced up until now was extreme, but COVID-19 will have a
long-term impact on our industry that is causing every player
involved to re-think their business models. While the long-term
impact on our business is yet unknown, we are working with clients
to deliver against their objectives, leveraging our full product
portfolio. We have several examples of how we have adapted to the
continued change and pressure in our industry. For example, we
successfully completed a virtual digital pitch slam, which was
originally planned to be in-person at a tradeshow that was
cancelled due to COVID-19. The virtual digital pitch slam gave the
winning brand a free $100,000 mobile campaign. Secondly, we
recently announced our “Insignia Cares” platform, where
our first program will partner with Feeding America to give meals
to those in need. For every contract signed through September
1st, 2020,
we will donate meals on behalf of the brand. We know this is an
area that many of our CPG partners are focused on as well and
believe together we can have a greater impact. Third, we recently
announced a further expansion of our portfolio with the addition of
Catalina’s In-Store Media Network. This partnership
represents additional opportunities for shoppers to save while also
positioning us to help brands drive incremental revenue in-store. I
believe these initiatives will continue to build momentum for the
organization while we navigate this interesting time in our
industry. I am proud of our team as they have responded to these
challenges on a personal and professional
level.”
The
challenges of COVID-19 are unprecedented and our business is not
immune to its economic impact. We expect it to have an adverse
effect on our financial results in our upcoming reporting periods,
including but not limited to: further reduced or delayed levels of
CPG spending; reduced levels of staffing by our execution partners;
limitations on the ability of our employees to perform their work
due to illness or governmental orders requiring them to remain at
home; and limitations on the ability of our customers to pay us on
a timely basis or at all. Our focus will be to continue to provide
superior client support while optimizing our cost structure.
Insignia received a loan in the amount of $1,054,000 pursuant to
the Paycheck Protection Program of the Coronavirus Aid, Relief, and
Economic Security Act administered by the U.S. Small Business
Administration (“SBA”). In accordance with the
requirements of the CARES Act, Insignia expects to use the proceeds
from the loan exclusively for qualified expenses under the PPP,
including payroll costs, rent and utility costs, as further
detailed in the CARES Act and applicable guidance issued by the
SBA.
Q1 2020 Results
Net
sales decreased 8.9% to $4,682,000 in Q1 2020, from $5,140,000 in
Q1 2019, primarily due to a decrease in POPS solutions revenue,
partially offset by an increase in innovation initiatives revenue.
The financial impact from COVID-19 through the end of the first
quarter was minimal and we have been able to successfully defer
programs versus outright canceling; however future bookings for
2020 have been negatively impacted and may negatively impact sales
until the COVID-19 pandemic moderates.
Gross
profit in Q1 2020 increased to $969,000, or 20.7% of net sales,
from $774,000, or 15.1% of net sales, in Q1 2019. The increase in
gross profit was primarily due to less fixed payment obligations to
our retailers, improved margin rates from innovation
revenues and less
depreciation due to an impairment taken on December 31, 2019. We
anticipate that gross profits, in the near term, will be correlated
with negative sales trends due to the economics of the COVID-19
pandemic.
Selling
expenses in Q1 2020 were $720,000, or 15.4% of net sales, compared
to $738,000, or 14.4% of net sales, in Q1 2019 due to lower
variable staff expenses.
Marketing
expenses in Q1 2020 were $365,000, or 7.8% of net sales, compared
to $665,000, or 12.9% of net sales, in Q1 2019. Decreased marketing
expenses was primarily the result of decreased staffing and
decreased consulting expenses.
General
and administrative expenses in Q1 2020 were $993,000, or 21.2% of
net sales, compared to $708,000, or 13.8% of net sales, in Q1 2019
due to litigation expenses and collection of reserved accounts
receivable balance that occurred in the three months ended March
31, 2019.
Income
tax benefit for Q1 2020 was 20.5% of pretax loss, or a benefit of
$222,000, compared to income tax benefit of 15.7% of pretax loss,
or $204,000, in Q1 2019.
As a
result of the items above, the net loss for Q1 2020 was $863,000,
or $0.07 per basic and diluted share, compared to a net loss of
$1,096,000, or $0.09 per basic and diluted share, in Q1
2019.
As of
March 31, 2020, cash and cash equivalents totaled $7,755,000,
compared to $7,510,000 as of December 31, 2019.
About Insignia Systems, Inc.
Insignia
Systems, Inc. sells product solutions ranging from in-store to
digital advertising. Consumer-packaged goods (CPG) manufacturers
and retailers across the country rely on our deep expertise in the
dynamic retail environment to provide a full suite of shopper
engagement solutions.
For
additional information, contact (800) 874-4648, or visit the
Insignia website at www.insigniasystems.com
Investor inquiries can be submitted to investorrelations@insigniasystems.com.
Cautionary Statement for the Purpose of Safe Harbor Provisions of
the Private Securities Litigation Reform Act of 1995
Statements in this press release that are not statements of
historical or current facts are considered forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, as amended. The
words “anticipate,” “continue,”
“expect,” “intend,” “remain,”
“seek,” “will” and similar expressions
identify forward-looking statements. Readers are cautioned not to
place undue reliance on these or any forward-looking statements,
which speak only as of the date of this press release. Statements
made in this press release regarding, for instance, anticipated
future profitability, future service revenues, innovation and
transformation of Insignia’s business, allocations of
resources, benefits of new relationships, and the impacts of the
COVID-19 pandemic and efforts to mitigate the same are
forward-looking statements. These forward-looking statements are
based on current information, which we have assessed and which by
its nature is dynamic and subject to rapid and even abrupt changes.
As such, actual results may differ materially from the results or
performance expressed or implied by such forward-looking
statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors, including those set forth
in our Annual Report on Form 10-K for the year ended December 31,
2019 and additional risks, if any, identified in our Quarterly
Reports on Form 10-Q and our Current Reports on Forms 8-K filed
with the SEC. Such forward-looking statements should be read in
conjunction with Insignia's filings with the SEC. Insignia assumes
no responsibility to update the forward-looking statements
contained in this press release or the reasons why actual results
would differ from those anticipated in any such forward-looking
statement, other than as required by law.
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Insignia Systems, Inc.
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STATEMENTS OF OPERATIONS
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(Unaudited)
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Three
Months Ended
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March
31,
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2020
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2019
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Net
sales
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$4,682,000
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$5,140,000
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Cost
of sales
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3,713,000
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4,366,000
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Gross
profit
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969,000
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774,000
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Operating
expenses:
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Selling
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720,000
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738,000
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Marketing
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365,000
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665,000
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General
and administrative
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993,000
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708,000
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Operating
loss
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( 1,109,000)
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( 1,337,000)
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Other
income, net
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24,000
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37,000
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Loss
before taxes
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( 1,085,000)
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( 1,300,000)
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Income
tax benefit
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( 222,000)
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( 204,000)
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Net
loss
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$(863,000)
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$(1,096,000)
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Net
loss per share:
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Basic
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$(0.07)
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$(0.09)
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Diluted
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$(0.07)
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$(0.09)
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Shares
used in calculation of net loss per share:
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Basic
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12,066,000
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11,856,000
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Diluted
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12,066,000
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11,856,000
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SELECTED BALANCE SHEET DATA
(Unaudited)
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March 31,
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December 31,
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2020
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2019
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Cash
and cash equivalents
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$7,755,000
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$7,510,000
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Working
capital
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10,632,000
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11,395,000
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Total
assets
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15,441,000
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16,990,000
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Total
liabilities
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4,663,000
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5,196,000
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Shareholders'
equity
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10,778,000
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11,794,000
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Working
capital represents current assets less current
liabilities.
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