Bloomia Holdings, Inc 10-Q for FY2023 Q1

Bloomia Holdings, Inc. (TULP)

10-Q 2022-11-10 For: 2022-09-30

Added on April 11, 2026

About this 10-Q

Bloomia Holdings, Inc filed this 10-Q on November 10, 2022, covering the quarter ended September 30, 2022 (FY2023 Q1).

Headline figures

Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $4.87M; up 39.4% from $3.49M a year earlier
Net income: $11.8M; compared with a net loss of $921K a year earlier
Diluted EPS: $6.57; compared with -$0.52 a year earlier

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Minnesota		41-1656308
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		ISIG		The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

		Page
PART I.	FINANCIAL INFORMATION	1

Item 1	Financial Statements	1

	Condensed Balance Sheets – September 30, 2022 (unaudited) and December 31, 2021	1

	Condensed Statements of Operations – Three and nine months ended September 30, 2022 and 2021 (unaudited)	2

	Condensed Statements of Shareholders’ Equity – Nine months ended September 30, 2022 and 2021 (unaudited)	3

	Condensed Statements of Cash Flows – Nine months ended September 30, 2022 and 2021 (unaudited)	4

	Notes to Financial Statements – (unaudited)	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17

Item 4.	Controls and Procedures	17

PART II.	OTHER INFORMATION	18

Item 1.	Legal Proceedings	18

Item 1A.	Risk Factors	18

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 3.	Defaults upon Senior Securities	18

Item 4.	Mine Safety Disclosures	18

Item 5.	Other Information	18

Item 6.	Exhibits	19

Insignia Systems, Inc.
CONDENSED BALANCE SHEETS

	September 30,
	2022			December 31,
	(Unaudited)			2021
ASSETS
Current Assets:
Cash and cash equivalents	$	14,168,000		$	3,766,000
Restricted cash		85,000			85,000
Accounts receivable, net		4,723,000			5,247,000
Inventories		37,000			19,000
Income taxes receivable		-			4,000
Prepaid production costs		636,000			867,000
Other prepaid expense		208,000			366,000
Total Current Assets		19,857,000			10,354,000

Other Assets:
Property and equipment, net		84,000			113,000
Operating lease right-of-use assets		126,000			183,000

Total Assets	$	20,067,000		$	10,650,000

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable		1,944,000			2,539,000
Accrued liabilities:
Compensation		930,000			464,000
Sales tax		775,000			1,287,000
Other		736,000			1,430,000
Income taxes payable		482,000			-
Current portion of operating lease liabilities		71,000			76,000
Deferred revenue		919,000			842,000
Total Current Liabilities		5,857,000			6,638,000

Long-Term Liabilities:
Accrued income taxes		52,000			711,000
Operating lease liabilities		56,000			108,000
Total Long-Term Liabilities		108,000			819,000

Commitments and Contingencies		—			—

Shareholders' Equity:
Common stock, par value $0.01:
Authorized shares - 5,714,000
Issued and outstanding shares - 1,796,000 at September 30, 2022 and 1,782,000 at December 31, 2021, respectively		18,000			18,000
Additional paid-in capital		16,426,000			16,296,000
Accumulated deficit		(2,342,000	)		(13,121,000	)
Total Shareholders' Equity		14,102,000			3,193,000

Total Liabilities and Shareholders' Equity	$	20,067,000		$	10,650,000

See accompanying notes to financial statements.

Insignia Systems, Inc.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2022			2021			2022			2021
Net services revenues	$	4,869,000		$	3,493,000		$	14,271,000		$	14,975,000

Cost of services		4,031,000			2,948,000			11,737,000			12,293,000
Gross Profit		838,000			545,000			2,534,000			2,682,000

Operating Expenses:
Selling		294,000			425,000			926,000			1,406,000
Marketing		249,000			266,000			787,000			761,000
General and administrative		756,000			779,000			2,310,000			4,052,000
Total Operating Expenses		1,299,000			1,470,000			4,023,000			6,219,000
Gain from litigation settlement, net		12,000,000			—			12,000,000			—
Operating Income (Loss)		11,539,000			(925,000	)		10,511,000			(3,537,000	)

Other Income (Expense):
Gain on forgiveness of debt and accrued interest		—			—			—			1,062,000
Other income (expense)		72,000			13,000			100,000			(45,000	)
Total Other Income		72,000			13,000			100,000			1,017,000
Income (Loss) Before Taxes		11,611,000			(912,000	)		10,611,000			(2,520,000	)

Income tax (benfit) expense		(190,000	)		9,000			(168,000	)		32,000
Net Income (Loss)	$	11,801,000		$	(921,000	)	$	10,779,000		$	(2,552,000	)

Net income (loss) per share:
Basic	$	6.57		$	(0.52	)	$	6.02		$	(1.45	)
Diluted	$	6.57		$	(0.52	)	$	6.00		$	(1.45	)

Shares used in calculation of net income (loss) per share:
Basic		1,795,000			1,766,000			1,790,000			1,757,000
Diluted		1,796,000			1,766,000			1,796,000			1,757,000

See accompanying notes to financial statements.

Insignia Systems, Inc.
CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2021		1,782,000	$	18,000	$	16,296,000	$	(13,121,000	)	$	3,193,000
Issuance of common stock, net		4,000		—		28,000		—			28,000
Value of stock-based compensation		—		—		30,000		—			30,000
Net income		—		—		—		62,000			62,000
Balance at March 31, 2022		1,786,000	$	18,000	$	16,354,000	$	(13,059,000	)	$	3,313,000
Issuance of common stock, net		1,000		—		11,000		—			11,000
Value of stock-based compensation		—		—		29,000		—			29,000
Issuance of common stock upon vesting of restricted stock units		6,000		—		—		—			—
Net loss		—		—		—		(1,084,000	)		(1,084,000	)
Balance at June 30, 2022		1,793,000	$	18,000	$	16,394,000	$	(14,143,000	)	$	2,269,000
Value of stock-based compensation		—		—		32,000		—			32,000
Issuance of common stock upon vesting of restricted stock units		3,000		—		—		—			—
Net income		—		—		—		11,801,000			11,801,000
Balance at September 30, 2022		1,796,000	$	18,000	$	16,426,000	$	(2,342,000	)	$	14,102,000

Insignia Systems, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30	2022			2021
Operating Activities:
Net income (loss)	$	10,779,000		$	(2,552,000	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		46,000			46,000
Gain on sale of property and equipment		—			(7,000	)
Changes in allowance for doubtful accounts		(50,000	)		34,000
Stock-based compensation expense		91,000			198,000
Gain on forgiveness of debt and accrued interest		—			(1,062,000	)
Changes in operating assets and liabilities:
Accounts receivable		574,000			1,620,000
Inventories		(18,000	)		(2,000	)
Income taxes receivable		4,000			(1,000	)
Prepaid expenses and other		389,000			(27,000	)
Accounts payable		(587,000	)		(1,655,000	)
Accrued liabilities		(740,000	)		28,000
Income taxes payable		482,000			—
Accrued income taxes		(659,000	)		26,000
Deferred revenue		77,000			31,000
Net cash provided by (used in) operating activities		10,388,000			(3,323,000	)

Investing Activities:
Purchases of property and equipment		(25,000	)		(81,000	)
Sale of property and equipment		—			16,000
Net cash used in investing activities		(25,000	)		(65,000	)

Financing Activities:
Proceeds from issuance of common stock, net		39,000			26,000
Cash dividends paid ($0.70 per share)		—			(14,000	)
Repuchase of common stock upon vesting of restricted stock awards		—			(18,000	)
Net cash provided by (used in) financing activities		39,000			(6,000	)

Increase (decrease) in cash and cash equivalents and restricted cash		10,402,000			(3,394,000	)

Cash and cash equivalents and restricted cash at beginning of period		3,851,000			7,128,000
Cash and cash equivalents and restricted cash at end of period	$	14,253,000		$	3,734,000

Supplemental disclosures for cash flow information:
Cash paid during the period for income taxes	$	5,000		$	6,000

Non-cash financing activity:
Operating lease right-of-use asset obtained in exchange for lease obligation	$	-		$	219,000
Forgiveness of debt and accrued interest	$	-		$	1,062,000
Purchase of property and equipment included in accounts payable	$	-		$	13,000

See accompanying notes to financial statements.

	Three months ended September 30				Nine months ended September 30
	2022		2021		2022		2021
	Services Revenues		Services Revenues		Services Revenues		Services Revenues
Timing of revenue recognition:
Services transferred over time	$	398,000	$	1,482,000	$	1,355,000	$	5,366,000
Services transferred at a point in time		4,471,000		2,011,000		12,916,000		9,609,000
Total	$	4,869,000	$	3,493,000	$	14,271,000	$	14,975,000

Balance at December 31, 2021	$	842,000
Reclassification of beginning deferred revenue to revenue, as a result of performance obligations satisfied		(478,000	)
Cash received in advance and not recognized as revenue		555,000
Balance at September 30, 2022	$	919,000

	Three months ended September 30, 2022						Nine months ended September 30, 2022
	Corporate				Operating		Corporate				Operating
	Headquarters		Warehouse		Leases		Headquarters		Warehouse		Leases
Operating lease cost	$	17,000	$	4,000	$	21,000	$	50,000	$	13,000	$	63,000
Variable lease cost		10,000		3,000	$	13,000		30,000		9,000		39,000
Total	$	27,000	$	7,000	$	34,000	$	80,000	$	22,000	$	102,000


	Three months ended September 30, 2021
	Corporate		Additional				Operating
	Headquarters		Office Space		Warehouse		Leases
Operating lease cost	$	11,000	$	-	$	4,000	$	15,000
Variable lease cost		7,000		-		4,000		11,000
Short-term lease cost		-		7,000		-		7,000
Total	$	18,000	$	7,000	$	8,000	$	33,000


	Nine months ended September 30, 2021
	Prior Corporate		Corporate		Additional				Operating
	Headquarters		Headquarters		Office Space		Warehouse		Leases
Operating lease cost	$	38,000	$	11,000	$	-	$	9,000	$	58,000
Variable lease cost		24,000		7,000		-		9,000		40,000
Short-term lease cost		-		-		28,000		-		28,000
Total	$	62,000	$	18,000	$	28,000	$	18,000	$	126,000

Maturity of Lease Liabilities	Leases
2022	$	21,000
2023		72,000
2024		40,000
Total lease payments		133,000
Less: Interest		(6,000	)
Present value of lease liabilities	$	127,000

Nine months ended September 30,	2022			2021
Federal statutory rate		21.0	%		21.0	%
Stock-based awards		0.1			(0.9	)
State taxes		3.6			3.6
Impact of uncertain tax positions		(6.2	)		(1.1	)
Valuation allowance		(20.0	)		(34.3	)
PPP forgiveness		-			10.5
Other		(0.1	)		(0.1	)

Effective federal income tax rate		(1.6	)%		(1.3	)%

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2022			2021			2022			2021
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		82.8			84.4			82.2			82.1
Gross profit		17.2			15.6			17.8			17.9
Operating expenses:
Selling		6.0			12.2			6.5			9.4
Marketing		5.1			7.6			5.5			5.1
General and administrative		15.5			22.3			16.2			27.0
Total operating expenses		26.6			42.1			28.2			41.5
Gain from litigation settlement, net		246.4			—			84.1			—
Operating income (loss)		237.0			(26.5	)		73.7			(23.6	)
Other income		1.5			0.4			0.7			6.8
Income (loss) before taxes		238.5			(26.1	)		74.4			(16.8	)
Income tax expense (benefit)		(3.9	)		0.3			(1.1	)		0.2
Net income (loss)		242.4	%		(26.4	)%		75.5	%		(17.0	)%

Balance at December 31, 2021	$	711,000
Increase due to interest and state tax		20,000
Decrease in prior year interest and state tax		(679,000	)
Balance at September 30, 2022	$	52,000

	·	allowance for doubtful accounts;
	·	sales tax;
	·	income taxes; and
	·	stock-based compensation.

Exhibit Number	Description	Method of Filing

3.1	Restated Articles of Incorporation (effective as of January 4, 2021)	Exhibit 3.1 to Current Report on Form 8-K filed January 6, 2021

3.2	Composite Bylaws, as amended through December 5, 2015	Exhibit 3.2 to Annual Report on Form 10-K for the year ended December 31, 2015

10.1	Confidential Settlement Agreement and Mutual Release by and between the Company and News America, dated as of July 1, 2022	Exhibit 10.1 to Current Report on Form 8-K filed July 7, 2022

*10.2	Form of Annual Cash Incentive Compensation Agreement for fiscal year ending December 31, 2022	Filed Electronically

31.1	Certification of Principal Executive and Financial Officer	Filed Electronically

31.2	Certification of Principal Accounting Officer	Filed Electronically

32	Section 1350 Certification	Furnished Electronically

101	The following materials from Insignia Systems, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in inline XBRL (extensible Business Reporting Language): (i) Condensed Balance Sheets; (ii) Condensed Statements of Operations; (iii) Condensed Statements of Shareholders’ Equity; (iv) Condensed Statements of Cash Flows; and (v) Notes to Financial Statements.	Filed Electronically

104	Cover Page Interactive Data Filed (the cover page XBRL tags are embedded in the inline XBRL document)	Filed Electronically

	INSIGNIA SYSTEMS, INC.
	(Registrant)

Dated: November 10, 2022	/s/ Kristine A. Glancy
	Kristine A. Glancy
	President and Chief Executive Officer
	(on behalf of registrant and as principal financial officer)

Dated: November 10, 2022	/s/ Zackery A. Weber
	Zackery A. Weber
	Vice President of Finance
	(principal accounting officer)

1.	I have reviewed this quarterly report on Form 10-Q of Insignia Systems, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this report is being prepared; and

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;


	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.


Date: November 10, 2022		/s/ Kristine A. Glancy
		Kristine A. Glancy
		President and Chief Executive Officer
		(principal executive officer)

(1)	The accompanying Quarterly Report on Form 10-Q for the period ended September 30, 2022, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the accompanying Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.