Bloomia Holdings, Inc 8-K, filed Aug 23, 2021
Bloomia Holdings, Inc. (TULP)
8-K
2021-08-23
For: 2021-06-30
View Original
Added on
April 11, 2026
About this 8-K
Bloomia Holdings, Inc filed this 8-K on August 23, 2021, reporting on events of June 30, 2021.
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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August 23, 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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7308 Aspen Lane N, Ste 153, Minneapolis, MN
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55428
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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))
Securities
registered pursuant 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 23, 2021, Insignia Systems, Inc. issued a press release
announcing the Company’s financial results for the three and
six months ended June 30, 2021.
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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99.1
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Press
Release, dated August 23, 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: August
23, 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
2021 SECOND
QUARTER AND SIX-MONTH FINANCIAL
RESULTS
MINNEAPOLIS, MN – August 23, 2021 – Insignia Systems, Inc. (Nasdaq: ISIG)
(“Insignia”) today reported financial results
for the second quarter ended June 30, 2021
(“Q2”).
Overview
●
Q2 2021 net sales
increased 82.1% to $6.1 million from $3.3 million in Q2
2020.
●
Q2 2021 operating
loss was $853,000 compared to operating loss of $1.8 million in Q2
2020.
●
Q2 2021 net loss
was $894,000, or $0.51 per basic and diluted share, compared to a
net loss of $1.8 million, or $1.07 per basic and diluted share in
Q2 2020.
Ms.
Glancy continued, “We are eager to start engaging with our
clients again in-person with the opening of our new office in
Minneapolis as well as the return of industry trade shows that we
will be both attending and exhibiting. Our new branding continues
to resonate with our current and prospective clients, with
engagement levels surprassing previous levels on all three of our
main social media platforms. Our website has also experienced
significant growth in both users +216% as well as time spent on our
site +128%. 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 organization’s 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.”
Q2 2021 Results
Net
sales increased 82.1% to $6,096,000 in Q2 2021, from $3,347,000 in
Q2 2020, primarily due to a 182% increase in non-POPS revenue,
partially offset by a 9% decrease in POPS solutions revenue. Our
non-POPS revenue has increased due to both sales to new CPGs and an
increase in sales to existing CPGs, as well as the comparison to
sales being depressed by the impact of COVID-19 in the three months
ended June 30, 2020. Our POPS revenue continues to be negatively
impacted by competitive pressures and brands not spending on
syndicated signage due to COVID-19.
Gross
profit in Q2 2021 increased to $1,208,000, or 19.8% of net sales,
from $332,000, or 9.9% of net sales, in Q2 2020. The increase in
gross profit was primarily due to the increase in non-POPS revenue,
as well as increases to POPS solutions margin as the Company
reduced guaranteed payment obligations in 2021 by renegotiating
several fixed or store-based retail payment contracts to sign
placement-based payment contracts.
Selling
expenses in Q2 2021 were $465,000, or 7.6% of net sales, compared
to $927,000, or 27.7% of net sales, in Q2 2020 due to staff
restructuring-related expense incurred in 2020.
Marketing
expenses in Q2 2021 were $260,000, or 4.3% of net sales, were
relatively consistent compared to $243,000, or 7.3% of net sales,
in Q2 2020.
General
and administrative expenses in Q2 2021 were $1,336,000, or 21.9% of
net sales, compared to $992,000, or 29.6% of net sales, in Q2 2020
due to increased litigation expenses.
Income
tax expense for Q2 2021 was 1.1% of pretax loss, or an expense of
$10,000, compared to income tax expense of 0.6% of pretax loss, or
an expense of $11,000, in Q2 2020.
As a
result of the items above, the net loss for Q2 2021 was $894,000,
or $0.51 per basic and diluted share, compared to a net loss of
$1,843,000, or $1.07 per basic and diluted share, in Q2
2020.
As of
June 30, 2021, cash and cash equivalents and restricted cash
totaled $6.0 million, compared to $7.1 million as of December 31,
2020.
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/A for the year ended December 31,
2020 and additional risks, if any, identified in our Quarterly
Reports on Form 10-Q and 10-Q/A 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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Six
Months Ended
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June
30,
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June
30,
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As
Restated
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As
Restated
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2021
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2020
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2021
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2020
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Net
sales
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$6,096,000
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$3,347,000
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$11,482,000
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$7,993,000
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Cost
of sales
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4,888,000
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3,015,000
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9,345,000
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6,728,000
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Gross
profit
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1,208,000
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332,000
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2,137,000
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1,265,000
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Operating
expenses:
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Selling
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465,000
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927,000
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981,000
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1,647,000
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Marketing
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260,000
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243,000
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495,000
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608,000
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General
and administrative
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1,336,000
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992,000
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3,273,000
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1,996,000
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Operating
loss
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( 853,000)
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( 1,830,000)
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( 2,612,000)
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( 2,986,000)
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Other
income (expense), net
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( 31,000)
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( 2,000)
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1,004,000
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7,000
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Loss
before taxes
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( 884,000)
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( 1,832,000)
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( 1,608,000)
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( 2,979,000)
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Income
tax expense (benefit)
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10,000
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11,000
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23,000
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( 211,000)
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Net
loss
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( 894,000)
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( 1,843,000)
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( 1,631,000)
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( 2,768,000)
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Net
loss per share:
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Basic
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$( 0.51)
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$( 1.07)
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$( 0.93)
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$( 1.60)
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Diluted
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$( 0.51)
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$( 1.07)
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$( 0.93)
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$( 1.60)
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Shares
used in calculation of net loss per share:
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Basic
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1,755,000
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1,725,000
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1,753,000
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1,725,000
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Diluted
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1,755,000
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1,725,000
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1,753,000
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1,725,000
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SELECTED BALANCE SHEET DATA
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(Unaudited)
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As
Restated
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June
30,
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December
31,
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2021
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2020
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Cash
and cash equivalents and restricted cash
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$5,964,000
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$7,128,000
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Working
capital
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5,756,000
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7,668,000
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Total
assets
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11,582,000
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14,289,000
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Total
liabilities
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6,386,000
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7,621,000
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Shareholders'
equity
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5,196,000
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6,668,000
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Working
capital represents current assets less current
liabilities.
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