Bloomia Holdings, Inc 8-K, filed Aug 13, 2021
Bloomia Holdings, Inc. (TULP)
8-K
2021-08-13
For: 2021-08-10
View Original
Added on
April 11, 2026
About this 8-K
Bloomia Holdings, Inc filed this 8-K on August 13, 2021, reporting on events of August 10, 2021.
Items reported
- Item 2.02: Financial results
- Item 4.02: Earlier financial statements no longer reliable
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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August 10, 2021
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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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212 3rd
Avenue N, Ste 356 Minneapolis, Minnesota
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55401
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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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7308 Aspen Lane N, Ste 153, Minneapolis, MN 55428
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(Former
name, former address and former fiscal year, if changed since last
report)
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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))
Securities registered to Section 12(b) of the Act:
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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
August 13, 2021, Insignia Systems, Inc. (the
“Company”) issued a press release announcing certain
preliminary estimated financial results and preliminary restated
results for the fiscal quarters ended June 30, 2021 and 2020. The
full text of the press release is furnished as Exhibit 99.1
attached hereto and is incorporated herein by
reference.
Item
4.02.
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review.
On
August 10, 2021, the audit committee of the Company’s
board of directors, after considering the recommendation of
management, concluded that the Company’s previously issued
audited financial statements for the years ended December 31,
2020 and 2019, included in the Company’s annual report on
Form 10-K for the year ended December 31, 2020 (the
“Annual Report”), and the Company’s unaudited
financial statements for the periods ended September 30, 2020
and 2019, June 30, 2020 and 2019, and March 31, 2020 and
2019, included in the Company’s quarterly reports on Form
10-Q for the periods ended September 30, 2020, June 30,
2020, and March 31, 2020 (the “2020 Quarterly
Reports”) and the Company’s unaudited financial
statements for the quarterly periods ended March 31, 2021 and 2020
included in the Company’s quarterly report on Form 10-Q for
the period ended March 31, 2021 (together with the 2020 Annual
Report and 2020 Quarterly Reports, the “Reports”) and
the related report of its independent registered public accounting
firm, Baker Tilly US LLP (“Baker Tilly”), should no
longer be relied upon. Also, management’s report on internal
controls over financial reporting for the year ended December 31,
2020 should no longer be relied upon.
Commencing in the
second quarter of 2021, management conducted a review of the
Company’s sales tax positions, and related accounting, with
the assistance of outside consultants. As a result of the review,
it was determined that certain non-POPs services/products sales
were subject to sales tax and that the Company had not assessed
sales tax on sales of those services/products to customers. Company
management then undertook a process to obtain documentation from
significant customers to determine if each was exempt from sales
tax assessments during the applicable periods. Based on responses
received from these customers, the Company determined that it did
not properly accrue sales tax and accrued the estimated sales tax
incurred on customers who were not tax exempt from sales tax
assessment. The Company has identified the misstatements described
below and expects to restate the previously issued financial
statements of the Company that were included in the Reports (the
“Restated Financial Statements”).
The
misstatements in the financial statements included in the Reports
are considered material and the Company expects to file amendments
to those reports. For sales to the Company’s customers that
were not exempt, the Company expects to record sales tax accruals
as of the ends of the periods presented in the Reports, plus
estimated interest and penalties. The Company has also determined
on which past sales the Company will bill for sales tax and seek to
collect from customers that were not tax exempt. The Company
expects to record accounts receivable deemed probable of collection
for each of the same periods. The difference between the recorded
accruals and accounts receivable will be a reduction to cumulative
pre-tax income through the periods presented. The Company also
expects to record any tax benefit related to the reductions. The
net assets on the balance sheets are expected to be reduced as a
result.
For the
quarter ended March 31, 2021, the Company expects to record a
reduction in previously reported net sales of $50,000 to $150,000
and an increase in previously reported net loss of $50,000 to
$200,000. For the year ended December 31, 2020 the Company
expects to record a reduction in previously reported net sales of
$175,000 to $300,000 and an increase in previously reported net
loss of $325,000 to $450,000. The preliminary restated results for
the quarter ended June 30, 2020 set forth in Exhibit 99.1 also
reflect preliminary estimates of the impacts of the foregoing
restatement for that period.
Management has
determined that a material weakness existed in the Company’s
internal control over financial reporting, and that disclosure
controls and procedures were not effective at December 31, 2020 and
March 31, 2021. The Company has enhanced its procedures and
controls surrounding the accounting for sales and use taxes, and
will continue refine these procedures and controls.
The
Company has discussed with Baker Tilly the matters related to the
restatement as disclosed in this Item 4.02.
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 August 13, 2021
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Furnished
Electronically
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The
information contained in Items 2.01 and 9.01 of this current report
and Exhibit 99.1 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. Such information and exhibit 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.
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.
(Registrant)
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Date:
June 11, 2021
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By: /s/
Zackery A. Weber
Zackery
A. Weber
Senior
Director of Financial Planning & Analysis
(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 PRELIMINARY
2021 SECOND
QUARTER OPERATING RESULTS
MINNEAPOLIS, MN – August 13, 2021 – Insignia Systems, Inc. (Nasdaq: ISIG)
(“Insignia”) today announced selected
preliminary operating results for the second quarter ended June 30,
2021 (“Q2 2021”).
Overview
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Q2
2021 net revenue between $5.9 million and $6.1 million
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Q2
2021 operating loss between $850,000 and $1,050,000
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Q2
2021 net loss between $850,000 and $1,050,000
Insignia’s
President and CEO, Kristine Glancy, commented, “On a
preliminary basis, Q2 2021 revenue was strong, driven by the
continued momentum on our non-POPS portfolio. Our non-POPS revenue
increased substantially versus the comparable quarter in 2020
partially offset by our POPS revenue declining somewhat in the same
time period. Similar to the first quarter of 2021, our non-POPS
revenue contributed the majority of our revenue, with approximately
79% being driven by display, on-pack and mobile businesses. While
we are lapping the second quarter of 2020, our most negatively
impacted quarter from the COVID-19 pandemic, the team was also
successful in retaining existing clients for repeat programs as
well as acquiring new clients for first time programs. I’m
optimistic given our expanded internal knowledge, and capabilities
from our new hires as well as our existing team, that we can
continue to grow in our non-POPS businesses. While I’m
optimistic about the continued potential of our non-POPS
businesses, our POPS business continues to be challenged by
continued competitive pressures and the expiration of our 10-year
selling agreement with News America Marketing in April
2021.”
Ms.
Glancy continued, “As we execute and plan for the remainder
of 2021 and into 2022, our primary focus will be on our growing
solutions as we allocate resources and investment; and right-size
our resources on POPS. It is imperative that we continue to listen
to our clients’ needs and pivot the organizations focus to
where brands and retailers are looking to spend. With the overall
diversity in our product solutions, we believe we are well-suited
to address both a brands and retailers need in-store and
digitally.”
On August 13, 2021, the audit committee of the
company’s board of directors, after considering the
recommendations of management, concluded that Insignia’s
audited financial statements for the years ended December
31, 2020 and 2019, included in Insignia’s annual report on
Form 10-K for the year ended December 31, 2020 (the “2020
Annual Report”), and the Insignia’s unaudited financial
statements for the quarterly periods within those years, and for
the quarter ended March 31, 2021 should no longer be relied upon
due to misstatements related to sales tax matters described in
greater detail in the current report on Form 8-K filed with the
Securities and Exchange Commission on August 13, 2021, and that Insignia will restate such financial
statements to make the necessary accounting
corrections.
The
following table presents preliminary results for Q2 2021 and
preliminary restated results for the second quarter of 2020, each
of which reflects the estimated impacts of the sales tax matters
relating to the above-referenced restatement.
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Preliminary Operating Results:
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(Unaudited)
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Three
months ended
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June
30,
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2021
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2020
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Net
sales (in millions)
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$5.9 - $6.1
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$3.2 - $3.4
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Operting
loss (in thousands)
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$850 - $1,050
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$1,800 - $2,000
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Net
loss (in thousands)
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$850 - $1,050
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$1,800 - $2,000
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Based
on the preliminary operating results, net sales increased primarily
due to growth in non-POPS services/products compared to the prior
year period, which partially resulted from the substantial negative
impacts on net sales from the COVID-19 pandemic during the prior
year period. Improvements in operating loss and net loss were
primarily due to the increase in non-POPS net sales, as well as
increases to POPS solutions margin, partially offset by increased
legal expenses in Q2 2021 compared to the prior year
period.
The
foregoing preliminary unaudited financial information for Q2 2021
is based upon estimates and subject to completion of our financial
closing procedures and external audit and interim review processes.
Such financial information has been prepared by management solely
on the basis of currently available information. The preliminary
unaudited financial information does not represent and is not a
substitute for a comprehensive statement of financial results, and
our actual results may differ materially from these estimates
because of final adjustments, the completion of our financial
closing procedures, including the pending restatements, and other
developments after the date of this release.
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, preliminary
operating results and restated results, 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,
2020 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.