Bloomia Holdings, Inc 8-K, filed Mar 9, 2021
Bloomia Holdings, Inc. (TULP)
8-K
2021-03-09
For: 2020-12-31
View Original
Added on
April 11, 2026
About this 8-K
Bloomia Holdings, Inc filed this 8-K on March 9, 2021, reporting on events of December 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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March 9, 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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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 9, 2021, Insignia Systems, Inc. issued a press release
announcing the Company’s fourth quarter and full year 2020
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 9, 2021
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Furnished
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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Dated: March
9, 2021
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/s/
Zackery A. Weber
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Zackery
A. Weber
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Senior
Director of Financial Planning and Analysis
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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 2020 FINANCIAL RESULTS
MINNEAPOLIS, MN – March 9, 2021 – Insignia Systems, Inc. (Nasdaq: ISIG)
(“Insignia”) today reported financial results
for the fourth quarter (“Q4”) and the full year ended
December 31, 2020.
Overview
●
Q4 2020 net sales
decreased 19.2% to $5.1 million from $6.3 million in Q4
2019.
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Q4 2020 operating
loss was $0.9 million compared to operating loss of $2.5 million in
Q4 2019.
●
Q4 2020 net loss
was $0.9 million, or $0.50 per basic and diluted share, compared to
net loss of $2.5 million, or $1.43 per basic and diluted share in
Q4 2019.
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2020 net sales were
$17.7 million, a decrease of 19.5% from $22.0 million in
2019.
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2020 operating loss
was $4.6 million compared to operating loss of $5.6 million in
2019.
●
2020 net loss was
$4.3 million, or $2.48 per basic and diluted share, compared to net
loss of $5.0 million, or $2.94 per basic and diluted share in
2019.
future.
The company worked tirelessly to re-establish itself in the
marketplace with a new look, develop new business pipelines and
optimize our overall go-to-market approach. None of this would be
possible without the amazing team members I have the honor of
working alongside on a daily basis.”
Q4 2020 Results
Net
sales decreased 19.2% to $5,108,000 in Q4 2020, from $6,318,000 in
Q4 2019, primarily due to a decrease in POPS revenue. Our POPS
revenue was negatively impacted by competitive pressures and brands
not spending on syndicated signage due to COVID. Q4 2020 net sales
were positively impacted by an 12.2% increase in non-POPS revenue
compared to Q4 2019.
Gross
profit in Q4 2020 decreased to $1,086,000, or 21.3% of net sales,
from $1,596,000, or 25.3% of net sales, in Q4 2019. The decrease in
gross profit was primarily due to a decrease in POPS revenue,
partially offset by an increase in revenue from non-POPS
revenue.
Selling
expenses in Q4 2020 were $645,000, or 12.6% of net sales, compared
to $654,000, or 10.4% of net sales, in Q4 2019 due to reduced staff
related expenses.
Marketing
expenses in Q4 2020 were $215,000, or 4.2% of net sales, compared
to $585,000, or 9.3% of net sales, in Q4 2019. Decreased marketing
expense was primarily the result of decreased staffing and variable
staff related expenses, and due to decreased consulting
expenses.
General
and administrative expenses in Q4 2020 were $1,149,000, or 22.5% of
net sales, compared to $881,000, or 13.9% of net sales, in Q4 2019.
Increased general and administrative expenses were primarily due to
litigation expenses related to the litigation with News America,
partially offset by decreased staffing.
Income
tax for Q4 2020 was (1.4)% of pretax loss, or an expense of
$12,000, compared to income tax benefit of 2.0% of pretax loss or
$50,000, in Q4 2019.
As a
result of the items above, the net loss for Q4 2020 was $871,000,
or $0.50 per basic and diluted share, compared to a net loss of
$2,459,000, or $1.43 per basic and diluted share, in Q4
2019.
As of
December 31, 2020, cash and cash equivalents totaled $7.1 million,
compared to $7.5 million 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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Year
Ended
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December
31,
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December
31,
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2020
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2019
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2020
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2019
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Net
sales
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$5,108,000
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$6,318,000
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$17,669,000
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$21,954,000
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Cost
of sales
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4,022,000
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4,722,000
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14,626,000
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17,193,000
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Gross
profit
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1,086,000
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1,596,000
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3,043,000
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4,761,000
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Operating
expenses:
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Selling
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645,000
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654,000
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2,877,000
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2,658,000
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Marketing
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215,000
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585,000
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1,015,000
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2,394,000
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General
and administrative
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1,149,000
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881,000
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3,947,000
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3,324,000
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Gain
on sale of custom print business
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—
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—
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( 195,000)
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—
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Impairment
loss
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—
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2,014,000
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—
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2,014,000
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Operating
loss
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( 923,000)
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( 2,538,000)
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( 4,601,000)
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( 5,629,000)
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Other
income, net
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64,000
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29,000
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110,000
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142,000
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Loss
before taxes
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( 859,000)
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( 2,509,000)
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( 4,491,000)
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( 5,487,000)
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Income
tax expense (benefit)
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12,000
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( 50,000)
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( 191,000)
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( 466,000)
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Net
loss
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$( 871,000)
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$( 2,459,000)
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$( 4,300,000)
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$( 5,021,000)
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Net
loss per share:
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Basic
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$( 0.50)
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$( 1.43)
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$( 2.48)
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$( 2.94)
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Diluted
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$( 0.50)
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$( 1.43)
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$( 2.48)
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$( 2.94)
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Shares
used in calculation of net loss per share:
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Basic
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1,745,000
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1,719,000
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1,734,000
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1,706,000
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Diluted
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1,745,000
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1,719,000
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1,734,000
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1,706,000
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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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2020
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2019
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Cash
and cash equivalents
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$7,128,000
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$7,510,000
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Working
capital
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8,694,000
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11,395,000
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Total
assets
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14,060,000
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16,990,000
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Total
liabilities
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6,366,000
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5,196,000
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Shareholders'
equity
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7,694,000
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11,794,000
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Working
capital represents current assets less current
liabilities.
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