Bloomia Holdings, Inc 10-Q for FY2022 Q1

Bloomia Holdings, Inc. (TULP)

10-Q 2021-11-05 For: 2021-09-30

Added on April 11, 2026

About this 10-Q

Bloomia Holdings, Inc filed this 10-Q on November 5, 2021, covering the quarter ended September 30, 2021 (FY2022 Q1).

Headline figures

Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3.49M; down 21.2% from $4.44M a year earlier
Net loss: $921K; compared with a net loss of $886K a year earlier
Diluted EPS: -$0.52; compared with -$0.51 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

Item 1.	Financial Statements	3

	Condensed Balance Sheets – September 30, 2021 (unaudited) and December 31, 2020	3

	Condensed Statements of Operations – Three and nine months ended September 30, 2021 and 2020 (unaudited)	4

	Condensed Statements of Shareholders’ Equity – Nine months ended September 30, 2021 and 2020 (unaudited)	5

	Condensed Statements of Cash Flows – Nine months ended September 30, 2021 and 2020 (unaudited)	6

	Notes to Financial Statements – (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22

Item 4.	Controls and Procedures	22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

Insignia Systems, Inc.
CONDENSED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	3,649,000		$	7,128,000
Restricted cash		85,000			—
Accounts receivable, net		4,203,000			5,857,000
Inventories		87,000			85,000
Income tax receivable		242,000			241,000
Prepaid expenses and other		837,000			711,000
Total Current Assets		9,103,000			14,022,000

Other Assets:
Property and equipment, net		114,000			75,000
Operating lease right-of-use assets		202,000			37,000
Other, net		37,000			155,000

Total Assets	$	9,456,000		$	14,289,000

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		1,506,000			3,148,000
Accrued liabilities:
Compensation		395,000			424,000
Sales tax		1,275,000			1,011,000
Other		842,000			1,071,000
Current portion of long-term debt		—			464,000
Current portion of operating lease liabilities		75,000			56,000
Deferred revenue		211,000			180,000
Total Current Liabilities		4,304,000			6,354,000

Long-Term Liabilities:
Accrued income taxes		703,000			677,000
Long-term debt, net of current portion		—			590,000
Operating lease liabilities		127,000			—
Total Long-Term Liabilities		830,000			1,267,000

Commitments and Contingencies		—			—

Shareholders’ Equity:
Common stock, par value $.01:
Authorized shares - 5,714,000
Issued and outstanding shares - 1,768,000 at September 30, 2021 and 1,748,000 at December 31, 2020, respectively		18,000			17,000
Additional paid-in capital		16,443,000			16,238,000
Accumulated deficit		(12,139,000	)		(9,587,000	)
Total Shareholders’ Equity		4,322,000			6,668,000

Total Liabilities and Shareholders’ Equity	$	9,456,000		$	14,289,000

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

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2021			2020			2021			2020
Services revenues	$	3,493,000		$	4,317,000		$	14,975,000		$	11,850,000
Products revenues		—			118,000			—			578,000
Total Net Sales		3,493,000			4,435,000			14,975,000			12,428,000

Cost of services		2,948,000			3,764,000			12,293,000			9,953,000
Cost of goods sold		—			112,000			—			492,000
Impairment loss - services		—			—			—			159,000
Total Cost of Sales		2,948,000			3,876,000			12,293,000			10,604,000
Gross Profit		545,000			559,000			2,682,000			1,824,000

Operating Expenses:
Selling		425,000			585,000			1,406,000			2,232,000
Marketing		266,000			192,000			761,000			800,000
General and administrative		779,000			840,000			4,052,000			2,836,000
Gain on sale of business		—			(195,000	)		—			(195,000	)
Total Operating Expenses		1,470,000			1,422,000			6,219,000			5,673,000
Operating Loss		(925,000	)		(863,000	)		(3,537,000	)		(3,849,000	)

Other income (expense):
Gain on forgiveness of debt and accrued interest		—			—			1,062,000			—
Interest income (expense)		14,000			(21,000	)		(46,000	)		(55,000	)
Miscellaneous		(1,000	)		6,000			1,000			47,000
Loss Before Taxes		(912,000	)		(878,000	)		(2,520,000	)		(3,857,000	)

Income tax expense (benefit)		9,000			8,000			32,000			(203,000	)
Net Loss	$	(921,000	)	$	(886,000	)	$	(2,552,000	)	$	(3,654,000	)

Net loss per share:
Basic	$	(0.52	)	$	(0.51	)	$	(1.45	)	$	(2.11	)
Diluted	$	(0.52	)	$	(0.51	)	$	(1.45	)	$	(2.11	)

Shares used in calculation of net loss per share:
Basic		1,766,000			1,740,000			1,757,000			1,730,000
Diluted		1,766,000			1,740,000			1,757,000			1,730,000

See accompanying notes to financial statements.

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

	Common Stock				Additional Paid-In			Accumulated
	Shares		Amount		Capital			Deficit			Total
Balance at December 31, 2020		1,748,000	$	17,000	$	16,238,000		$	(9,587,000	)	$	6,668,000
Issuance of common stock, net		6,000		1,000		25,000			—			26,000
Value of stock-based compensation		—		—		56,000			—			56,000
Net loss		—		—		—			(737,000	)		(737,000	)

Balance at March 31, 2021		1,754,000	$	18,000	$	16,319,000		$	(10,324,000	)	$	6,013,000
Value of stock-based compensation		—		—		86,000			—			86,000
Repurchase of common stock upon vesting of restricted stock units		11,000		—		(9,000	)		—			(9,000	)
Net loss		—		—		—			(894,000	)		(894,000	)

Balance at June 30, 2021		1,765,000	$	18,000	$	16,396,000		$	(11,218,000	)	$	5,196,000
Value of stock-based compensation		—		—		56,000			—			56,000
Repurchase of common stock upon vesting of restricted stock units		3,000		—		(9,000	)		—			(9,000	)
Net loss		—		—		—			(921,000	)		(921,000	)
Balance at September 30, 2021		1,768,000	$	18,000	$	16,443,000		$	(12,139,000	)	$	4,322,000

	Common Stock				Additional Paid-In			Accumulated
	Shares		Amount		Capital			Deficit			Total
Balance at December 31, 2019		1,725,000	$	16,000	$	16,039,000		$	(4,972,000	)	$	11,083,000
Issuance of common stock, net		5,000		—		20,000			—			20,000
Value of stock-based compensation		—		—		49,000			—			49,000
Net loss		—		—		—			(925,000	)		(925,000	)

Balance at March 31, 2020		1,730,000	$	16,000	$	16,108,000		$	(5,897,000	)	$	10,227,000
Value of stock-based compensation		—		—		59,000			—			59,000
Repurchase of common stock upon vesting of restricted stock units		4,000		—		—			—			—
Net loss		—		—		—			(1,843,000	)		(1,843,000	)

Balance at June 30, 2020		1,734,000	$	16,000	$	16,167,000		$	(7,740,000	)	$	8,443,000
Value of stock-based compensation		—		—		37,000			—			37,000
Vesting of restricted stock units offset by repurchase of common stock upon vesting of retricted stock units and awards		13,000		1,000		(2,000	)		—			(1,000	)
Common stock issued for accrued liabilities		2,000		—		9,000			—			9,000
Net loss		—		—		—			(886,000	)		(886,000	)
Balance at September 30, 2020		1,749,000	$	17,000	$	16,211,000		$	(8,626,000	)	$	7,602,000

See accompanying notes to financial statements.

Insignia Systems, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended September 30	2021			2020
Operating Activities:
Net loss	$	(2,552,000	)	$	(3,654,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		46,000			386,000
Impairment loss		—			159,000
Gain on sale of business		(7,000	)		(195,000	)
Changes in allowance for doubtful accounts		34,000			112,000
Stock-based compensation expense		198,000			145,000
Gain on forgiveness of debt and accrued interest		(1,062,000	)		—
Changes in operating assets and liabilities:
Accounts receivable		1,620,000			1,810,000
Inventories		(2,000	)		80,000
Income tax receivable		(1,000	)		(121,000	)
Prepaid expenses and other		(27,000	)		(148,000	)
Accounts payable		(1,655,000	)		(768,000	)
Accrued liabilities		28,000			346,000
Accrued income taxes		26,000			25,000
Deferred revenue		31,000			176,000
Net cash used in operating activities		(3,323,000	)		(1,647,000	)

Investing Activities:
Purchases of property and equipment		(81,000	)		(56,000	)
Proceeds from sale of custom print business		—			200,000
Proceeds from sale of property and equipment		16,000			—
Net cash provided by (used in) investing activities		(65,000	)		144,000

Financing Activities:
Cash dividends paid ($0.70 per share)		(14,000	)		(14,000	)
Proceeds from issuance of common stock, net		26,000			20,000
Repurchase of common stock upon vewsting of restricted stock awards		(18,000	)		(1,000	)
Proceeds from PPP loan		—			1,054,000
Net cash provided by (used in) financing activities		(6,000	)		1,059,000

Decrease in cash and cash equivalents		(3,394,000	)		(444,000	)

Cash and cash equivalents and restricted cash at beginning of period		7,128,000			7,510,000
Cash and cash equivalents and restricted cash at end of period	$	3,734,000		$	7,066,000

Supplemental disclosures for cash flow information:
Cash refunded during the period for income taxes	$	6,000		$	107,000

Non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable	$	13,000		$	22,000
Common stock issued for accrued liabilities	$	—		$	9,000
Receivables recorded from sale of cusom print business	$	—		$	100,000
Operating lease right of use asset obtained in exchange for lease obligations	$	219,000		$	—
Forgiveness of debt and accrued interest	$	1,062,000		$	—

See accompanying notes to financial statements.

	September 30,		December 31,
	2021		2020
Cash and cash equivalents	$	3,649,000	$	7,128,000
Restricted cash		85,000		—
Total cash, cash equivalents and restricted cash	$	3,734,000	$	7,128,000

	Three months ended September 30, 2021						Nine months ended September 30, 2021
	Services Revenues		Products Revenue		Total Revenue		Services Revenues		Products Revenue		Total Revenue
Timing of revenue recognition:
Products and services transferred over time	$	1,482,000	$	-	$	1,482,000	$	5,366,000	$	-	$	5,366,000
Products and services transferred at a point in time		2,011,000		-		2,011,000		9,609,000		-		9,609,000
Total	$	3,493,000	$	-	$	3,493,000	$	14,975,000	$	-	$	14,975,000

	Three months ended September 30, 2020						Nine months ended September 30, 2020
	Services Revenues		Products Revenue		Total Revenue		Services Revenues		Products Revenue		Total Revenue
Timing of revenue recognition:
Products and services transferred over time	$	2,024,000	$	-	$	2,024,000	$	7,366,000	$	-	$	7,366,000
Products and services transferred at a point in time		2,293,000		118,000		2,411,000		4,484,000		578,000		5,062,000
Total	$	4,317,000	$	118,000	$	4,435,000	$	11,850,000	$	578,000	$	12,428,000

Balance at December 31, 2020	$	180,000
Reclassification of beginning deferred revenue to revenue, as a result of performance obligations satisfied		(148,000	)
Cash received in advance and not recognized as revenue		179,000
Balance at September 30, 2021	$	211,000

	Three months ended September 30, 2021
	Prior Corporate		Corporate		Additional				Operating
	Headquarters		Headquarters		Office Space		Warehouse		Leases
Operating lease cost	$	—	$	11,000	$	—	$	4,000	$	11,000
Variable lease cost		—		7,000		—		4,000		7,000
Short-term lease cost		—		—		7,000		—		7,000
Total	$	—	$	18,000	$	7,000	$	8,000	$	25,000

	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	Operating Leases
2021	$	21,000
2022		83,000
2023		72,000
2024		40,000
Total lease payments	$	216,000
Less: Interest		14,000
Present value of lease liabilities	$	202,000

	●	revenue recognition;

	●	allowance for doubtful accounts;

	●	sales taxes;

	●	income taxes; and

	●	stock-based compensation.

Exhibit Number	Description	Method of Filing

3.1	Restated Articles of Incorporation, as amended January 4, 2021 (incorporated by reference to Exhibit 3.2 to current report on Form 8-K filed January 6, 2021)	Incorporated by Reference

3.2	Composite Bylaws, as amended through December 5, 2015 (incorporated by reference to Exhibit 3.2 to annual report on Form 10-K for the year ended December 31, 2015)	Incorporated by Reference

10.1	Employment Agreement with Zackery A. Weber dated September 10, 2021 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed September 16, 2021)	Incorporated by Reference

10.2	Form of Retention Agreement (incorporated by reference to Exhibit 10.2 to current report on Form 8-K filed September 16, 2021)	Incorporated by Reference

10.3	Cooperation Agreement, dated as of October 11, 2021, with Nicholas J. Swenson, Air T, Inc., Groveland Capital LLC, AO Partners I, L.P., AO Partners LLC, and Glenhurst Co. (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed October 13, 2021)	Incorporated by Reference

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, 2021, 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

	September 30,			December 31,
	2021				2020
Property and Equipment:
Production tooling, machinery and equipment	$	26,000		$	2,349,000
Office furniture and fixtures		95,000			425,000
Computer equipment and software		740,000			1,447,000
Leasehold improvements		19,000			—
Construction in-progress		4,000			17,000
		884,000			4,238,000
Accumulated depreciation and amortization		(770,000	)		(4,163,000	)
Net Property and Equipment	$	114,000		$	75,000

	INSIGNIA SYSTEMS, INC.
	(Registrant)

Dated: November 5, 2021	/s/ Kristine A. Glancy
	Kristine A. Glancy
	President and Chief Executive Officer
	(on behalf of registrant and as interim principal financial officer)

Dated: November 5, 2021	/s/ Zackery A. Weber
	Zackery A. Weber
	Senior Director of Financial Planning and Analysis
	(interim principal accounting officer)