Bloomia Holdings, Inc 8-K, filed Mar 5, 2020
Bloomia Holdings, Inc. (TULP)
8-K
2020-03-05
For: 2019-12-31
View Original
Added on
April 11, 2026
About this 8-K
Bloomia Holdings, Inc filed this 8-K on March 5, 2020, reporting on events of December 31, 2019.
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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March 5, 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
March 5, 2020, Insignia Systems, Inc. issued a press release
announcing the Company’s fourth quarter and full year 2019
financial results.
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 March 5, 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: March 5, 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
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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
FOURTH
QUARTER AND FULL YEAR 2019 FINANCIAL RESULTS
MINNEAPOLIS, MN – March 5, 2020 – Insignia Systems, Inc. (Nasdaq: ISIG)
(“Insignia”) today reported financial results
for the fourth quarter (“Q4”) and the full year ended
December 31, 2019.
Overview
●
Q4 2019 net sales
decreased 22.2% to $6.3 million from $8.1 million in Q4
2018
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2019 net sales were
$22.0 million, a decrease of 33.9% from $33.2 million in
2018.
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Q4 2019 operating
loss was $2.5 million compared to operating income of $0.5 million
in Q4 2018.
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2019 operating loss
was $5.6 million compared to operating income of $1.8 million in
2018.
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Q4 2019 net loss
was $2.5 million, or $0.21 per basic and diluted share, compared to
net income of $0.4 million, or $0.04 per basic and diluted share in
Q4 2018.
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2019 net loss was
$5.0 million, or $0.42 per basic and diluted share, compared to net
income of $1.4 million, or $0.12 per basic and diluted share in
2018.
Insignia’s
President and CEO, Kristine Glancy, commented, “While our Q4
2019 results show a significant decline versus Q4 2018, the 22%
decline in Q4 2019 revenue was an improvement from the 38%
cumulative sales decline over the first three quarters of 2019.
Competitive pressures remain in our core in-store signage
solutions. However, we continue to find innovative ways to work
with our customers to help them convert sales and get discovered.
CPG manufacturers continue to invest in their new products, giving
us optimism that our product portfolio is relevant to our clients.
While we are still building awareness around our mobile solution;
we are pleased by the higher than average industry and category
results our platform has delivered for our clients. Our focus on
product portfolio diversification delivered strong results in 2019,
with our Non-POPS revenue growing $2,936,000, or 53% versus
full-year 2018. We remain committed to further refining, and
enhancing our solutions and broadening our retailer partnerships to
support our CPG clients. I am proud of our team for their
resiliency, commitment and authenticity in partnering with our
clients to deliver what they need, when they need it and how they
want it executed.”
Ms.
Glancy continued, “Our disappointing recent financial results
are a reflection of the competitive pressures impacting our POPS
solution and the challenges of reshaping our product portfolio. We
recorded a $2.0 million non-cash impairment loss in Q4 2019,
primarily as a result of these challenges and the fact that our
market capitalization was below the book value of our assets
coupled with the aggregate impact of recent losses. We believe the
impairment charge is not a reflection of Insignia’s long term
opportunities. As we move forward, we intend to focus on growing
our top line, look to gain efficiencies in our innovation solutions
and our overall cost structure, and manage our working capital. Our
ending 2019 balance sheet reflects $7.5 million of cash and $11.4
million of working capital, which provides the necessary resources
to execute our strategy and fund our pending legal proceedings. In
the fourth quarter 2019, our operational use of cash was $0.2
million as compared to $2.1 million in the first nine months of
2019. We remain confident in our product evolution, our team and
our ability to serve our clients.”
Q4 2019 Results
Net
sales decreased 22.2% to $6,318,000 in Q4 2019, from $8,117,000 in
Q4 2018, primarily due to a decrease in POPS solution revenue. The
number of signs placed and average price per sign both decreased,
due to the absence of a significant retailer from our network in Q4
2019 as a result of competitive pressures, and the completion of a
non-recurring favorable CPG contract. Q4 2019 net sales were
positively impacted by an 80.1% increase in innovation solutions
revenue compared to Q4 2018.
Gross
profit in Q4 2019 decreased to $1,596,000, or 25.3% of net sales,
from $3,247,000, or 40.0% of net sales, in Q4 2018. The decrease in
gross profit was primarily due to a decrease in POPS solution sales
as our gross profit is highly dependent on sales levels due to the
relatively fixed nature of a portion of our payments to retailers,
combined with the decrease in average price per sign due to the
completion of a non-recurring favorable contract, partially offset
by an increase in revenue and profitability from innovation
solutions.
Selling
expenses in Q4 2019 were $654,000, or 10.4% of net sales, compared
to $899,000, or 11.1% of net sales, in Q4 2018 due to reduced
variable staff related expenses.
Marketing
expenses in Q4 2019 were $585,000, or 9.3% of net sales, compared
to $801,000, or 9.9% of net sales, in Q4 2018. Decreased marketing
expense was primarily the result of decreased staffing and variable
staff related expenses, partially offset by increased consulting
expenses.
General
and administrative expenses in Q4 2019 were $881,000, or 13.9% of
net sales, compared to $1,046,000, or 12.9% of net sales, in Q4
2018 due to lower variable staff related expenses.
We
recorded a non-cash $2,014,000 impairment relating to long-lived
assets in Q4 2019, primarily as a result of a re-valuation of
long-lived assets triggered by a higher book value of our assets
compared to our market capitalization.
Income
tax for Q4 2019 was 2.0% of pretax loss, or a benefit of $50,000,
compared to income tax expense of 22.7% of pretax income, or
$119,000, in Q4 2018.
As a
result of the items above, the net loss for Q4 2019 was $2,459,000,
or $0.21 per basic and diluted share, compared to a net income of
$406,000, or $0.04 per basic and diluted share, in Q4
2018.
As of
December 31, 2019, cash and cash equivalents totaled $7.5 million,
compared to $10.2 million as of December 31, 2018.
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 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,
2018 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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Year
Ended
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December
31,
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December
31,
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2019
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2018
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2019
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2018
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Net
sales
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$6,318,000
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$8,117,000
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$21,954,000
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$33,236,000
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Cost
of sales
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4,722,000
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4,870,000
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17,193,000
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20,675,000
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Gross
profit
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1,596,000
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3,247,000
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4,761,000
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12,561,000
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Operating
expenses:
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Selling
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654,000
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899,000
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2,658,000
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3,429,000
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Marketing
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585,000
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801,000
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2,394,000
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2,674,000
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General
and administrative
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881,000
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1,046,000
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3,324,000
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4,626,000
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Impairment
loss
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2,014,000
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-
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2,014,000
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-
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Operating
income (loss)
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(2,538,000)
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501,000
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(5,629,000)
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1,832,000
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Other
income, net
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29,000
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24,000
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142,000
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51,000
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Income
(loss) before taxes
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(2,509,000)
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525,000
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(5,487,000)
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1,883,000
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Income
tax expense (benefit)
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(50,000)
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119,000
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(466,000)
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484,000
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Net
income (loss)
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$(2,459,000)
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$406,000
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$(5,021,000)
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$1,399,000
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Net
income (loss) per share:
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Basic
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$(0.21)
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$0.04
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$(0.42)
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$0.12
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Diluted
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$(0.21)
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$0.04
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$(0.42)
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$0.12
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Shares
used in calculation of net income (loss) per share:
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Basic
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12,034,000
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11,751,000
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11,941,000
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11,776,000
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Diluted
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12,034,000
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11,958,000
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11,941,000
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12,007,000
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SELECTED BALANCE SHEET DATA
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(Unaudited)
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December
31,
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December
31,
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2019
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2018
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Cash
and cash equivalents
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$7,510,000
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$10,160,000
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Working
capital
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11,395,000
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13,351,000
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Total
assets
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16,990,000
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23,953,000
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Total
liabilities
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5,196,000
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7,633,000
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Shareholders'
equity
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11,794,000
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16,320,000
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Working
capital represents current assets less current
liabilities.
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