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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Insignia Systems Inc | NASDAQ:ISIG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.73 | 6.80 | 8.70 | 0 | 01:00:00 |
INSIGNIA SYSTEMS,
INC.
|
(Exact
name of registrant as specified in its charter)
|
Minnesota
|
|
41-1656308
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(I.R.S.
Employer Identification No.)
|
8799 Brooklyn Blvd., Minneapolis, MN 55445
|
(Address
of principal executive offices; zip code)
|
(763) 392-6200
|
(Registrant’s
telephone number, including area code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated
filer
|
☐
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
☑
|
|
|
Emerging growth
company
|
☐
|
|
|
Page
|
PART I.
|
FINANCIAL INFORMATION
|
1
|
|
|
|
Item 1.
|
1
|
|
|
|
|
|
Condensed Balance Sheets
- September 30, 2017
(unaudited) and December 31, 2016
|
1
|
|
|
|
|
Statements of Operations and Comhensive Income
(Loss)
- Three and nine months ended September 30, 2017 and
2016 (unaudited)
|
2
|
|
|
|
|
Statements of Cash Flows
- Nine months ended
September 30, 2017 and 2016 (unaudited)
|
3
|
|
|
|
|
Notes to Financial Statements
- September 30, 2017
(unaudited)
|
4
|
|
|
|
Item 2.
|
8
|
|
|
|
|
Item 3.
|
13
|
|
|
|
|
Item 4.
|
13
|
|
|
|
|
PART II.
|
OTHER INFORMATION
|
14
|
|
|
|
Item 1.
|
14
|
|
|
|
|
Item 1A.
|
14
|
|
|
|
|
Item 2.
|
14
|
|
|
|
|
Item 3.
|
14
|
|
|
|
|
Item 4.
|
14
|
|
|
|
|
Item 5.
|
14
|
|
|
|
|
Item 6.
|
15
|
|
|
|
|
|
16
|
Insignia Systems, Inc.
|
||
C
ONDENSED BALANCE
SHEETS
|
||
|
|
|
|
September 30,
|
|
|
2017
|
December 31,
|
|
(Unaudited)
|
2016
|
ASSETS
|
|
|
Current Assets:
|
|
|
Cash
and cash equivalents
|
$
3,375,000
|
$
12,267,000
|
Accounts
receivable, net
|
11,903,000
|
9,879,000
|
Inventories
|
326,000
|
325,000
|
Income
tax receivable
|
420,000
|
775,000
|
Prepaid
expenses and other
|
497,000
|
689,000
|
Total
Current Assets
|
16,521,000
|
23,935,000
|
|
|
|
Other Assets:
|
|
|
Property
and equipment, net
|
2,713,000
|
2,430,000
|
Other,
net
|
1,516,000
|
1,863,000
|
|
|
|
Total Assets
|
$
20,750,000
|
$
28,228,000
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
Current Liabilities:
|
|
|
Accounts
payable:
|
|
|
Cash
dividend declared ($0.70 per share)
|
$
—
|
$
8,233,000
|
Other
|
3,478,000
|
2,530,000
|
Accrued
liabilities:
|
|
|
Compensation
|
1,058,000
|
762,000
|
Other
|
621,000
|
498,000
|
Deferred
revenue
|
648,000
|
62,000
|
Total
Current Liabilities
|
$
5,805,000
|
$
12,085,000
|
|
|
|
Long-Term Liabilities:
|
|
|
Deferred
tax liabilities
|
—
|
205,000
|
Accrued
income taxes
|
574,000
|
554,000
|
Deferred
rent
|
233,000
|
275,000
|
Total
Long-Term Liabilities
|
$
807,000
|
$
1,034,000
|
|
|
|
Commitments and Contingencies
|
—
|
—
|
|
|
|
Shareholders' Equity:
|
|
|
Common
stock, par value $.01:
|
|
|
Authorized
shares - 40,000,000
|
|
|
Issued
and outstanding shares - 11,903,946 at September 30, 2017 and
11,760,817,000
at
December 31, 2016
|
118,000
|
117,000
|
Additional
paid-in capital
|
15,294,000
|
14,992,000
|
Accumulated
deficit
|
( 1,274,000
)
|
—
|
Total
Shareholders' Equity
|
14,138,000
|
15,109,000
|
|
|
|
Total Liabilities and Shareholders' Equity
|
$
20,750,000
|
$
28,228,000
|
|
|
|
See accompanying notes to financial statements.
|
|
|
|
|||||
Insignia Systems, Inc.
|
|||||
S
TATEMENTS OF
OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
|
|||||
(Unaudited)
|
|||||
|
|
|
|
||
|
Three Months Ended
|
Nine Months Ended
|
|||
|
September 30
|
September 30
|
|||
|
2017
|
2016
|
2017
|
2016
|
|
Services
revenues
|
$
7,353,000
|
$
6,050,000
|
$
17,169,000
|
$
17,830,000
|
|
Products
revenues
|
370,000
|
419,000
|
1,170,000
|
1,334,000
|
|
Total
Net Sales
|
7,723,000
|
6,469,000
|
18,339,000
|
19,164,000
|
|
|
|
|
|
|
|
Cost
of services
|
4,700,000
|
4,171,000
|
12,624,000
|
12,153,000
|
|
Cost
of goods sold
|
280,000
|
298,000
|
845,000
|
928,000
|
|
Total
Cost of Sales
|
4,980,000
|
4,469,000
|
13,469,000
|
13,081,000
|
|
Gross
Profit
|
2,743,000
|
2,000,000
|
4,870,000
|
6,083,000
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
Selling
|
879,000
|
917,000
|
2,598,000
|
3,061,000
|
|
Marketing
|
409,000
|
242,000
|
1,262,000
|
769,000
|
|
General
and administrative
|
1,004,000
|
879,000
|
2,871,000
|
3,149,000
|
|
Total
Operating Expenses
|
2,292,000
|
2,038,000
|
6,731,000
|
6,979,000
|
|
Operating
Income (Loss)
|
451,000
|
( 38,000
)
|
( 1,861,000
)
|
( 896,000
)
|
|
|
|
|
|
|
|
Other
income
|
2,000
|
12,000
|
7,000
|
44,000
|
|
Income
(Loss) Before Income Taxes
|
453,000
|
( 26,000
)
|
( 1,854,000
)
|
( 852,000
)
|
|
|
|
|
|
|
|
Income
tax expense (benefit)
|
2,000
|
141,000
|
( 580,000
)
|
( 276,000
)
|
|
Net
Income (Loss)
|
$
451,000
|
$
( 167,000
)
|
$
( 1,274,000
)
|
$
( 576,000
)
|
|
|
|
|
|
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
Unrealized
gain on available for sale securities
|
—
|
—
|
—
|
11,000
|
|
Comprehensive
Income (Loss)
|
$
451,000
|
$
( 167,000
)
|
$
( 1,274,000
)
|
$
( 565,000
)
|
|
|
|
|
|
|
|
Net
income (loss) per share:
|
|
|
|
|
|
Basic
|
$
0.04
|
$
( 0.01
)
|
$
( 0.10
)
|
$
( 0.05
)
|
|
Diluted
|
$
0.04
|
$
( 0.01
)
|
$
( 0.10
)
|
$
( 0.05
)
|
|
|
|
|
|
|
|
Shares
used in calculation of net
income
(loss) per share:
|
|
|
|
|
|
Basic
|
11,758,000
|
11,642,000
|
11,698,000
|
11,626,000
|
|
Diluted
|
11,777,000
|
11,642,000
|
11,698,000
|
11,626,000
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
|
|
||
Insignia Systems, Inc.
|
||
S
TATEMENTS OF CASH
FLOWS
|
||
(Unaudited)
|
||
|
|
|
Nine Months Ended September 30
|
2017
|
2016
|
Operating Activities:
|
|
|
Net
loss
|
$
( 1,274,000
)
|
$
( 576,000
)
|
Adjustments
to reconcile net loss to
net cash provided by (used in) operating activities:
|
|
|
Depreciation
and amortization
|
1,001,000
|
1,101,000
|
Changes
in allowance for doubtful accounts
|
16,000
|
41,000
|
Deferred
income tax expense
|
( 205,000
)
|
—
|
Stock-based
compensation expense
|
317,000
|
150,000
|
Gain
on sale of property and equipment
|
—
|
( 5,000
)
|
Changes
in operating assets and liabilities:
|
|
|
Accounts
receivable
|
( 2,040,000
)
|
338,000
|
Inventories
|
( 1,000
)
|
( 184,000
)
|
Income
tax receivable
|
355,000
|
( 324,000
)
|
Prepaid
expenses and other
|
192,000
|
( 266,000
)
|
Accounts
payable
|
777,000
|
( 1,271,000
)
|
Accrued
liabilities
|
377,000
|
( 1,098,000
)
|
Income
tax payable
|
20,000
|
( 184,000
)
|
Deferred
revenue
|
586,000
|
( 128,000
)
|
Net
cash provided by (used in) operating activities
|
121,000
|
( 2,406,000
)
|
|
|
|
Investing Activities:
|
|
|
Purchases
of property and equipment
|
( 822,000
)
|
( 524,000
)
|
Proceeds
from sale or maturity of investments
|
—
|
6,071,000
|
Proceeds
received from sale of property and equipment
|
—
|
5,000
|
Net
cash provided by (used in) investing activities
|
( 822,000
)
|
5,552,000
|
|
|
|
Financing Activities:
|
|
|
Cash
dividends paid ($0.70 per share)
|
( 8,177,000
)
|
—
|
Proceeds
from issuance of common stock, net
|
—
|
44,000
|
Repurchase
of common stock upon vesting of restricted stock
awards
|
( 14,000
)
|
—
|
Repurchase
of common stock, net
|
—
|
( 301,000
)
|
Net
cash used in financing activities
|
( 8,191,000
)
|
( 257,000
)
|
|
|
|
Increase
(decrease) in cash and cash equivalents
|
( 8,892,000
)
|
2,889,000
|
|
|
|
Cash
and cash equivalents at beginning of period
|
12,267,000
|
8,523,000
|
Cash
and cash equivalents at end of period
|
$
3,375,000
|
$
11,412,000
|
|
|
|
Supplemental disclosures for cash flow information:
|
|
|
Cash
paid during the period for income taxes
|
$
2,000
|
$
238,000
|
|
|
|
Non-cash investing and financing activities:
|
|
|
Purchases
of property and equipment included in accounts payable
|
$
115,000
|
$
—
|
|
|
|
See accompanying notes to financial statements.
|
|
|
September
30,
|
December
31,
|
|
2017
|
2016
|
Raw
materials
|
$
110,000
|
$
123,000
|
Work-in-process
|
18,000
|
27,000
|
Finished
goods
|
198,000
|
175,000
|
|
$
326,000
|
$
325,000
|
|
Three
Months Ended
|
Nine
Months Ended
|
||
|
September
30
|
September
30
|
||
|
2017
|
2016
|
2017
|
2016
|
Denominator
for basic net income (loss) per share -
weighted average shares
|
11,758,000
|
11,642,000
|
11,698,000
|
11,626,000
|
Effect
of dilutive securities:
|
|
|
|
|
Stock
options and restricted stock units and awards
|
19,000
|
—
|
—
|
—
|
Denominator
for diluted net income (loss) per share -
weighted average shares
|
11,777,000
|
11,642,000
|
11,698,000
|
11,626,000
|
|
Three
Months Ended
|
Nine
Months Ended
|
||
|
September
30
|
September
30
|
||
|
2017
|
2016
|
2017
|
2016
|
Net
sales
|
100.0
%
|
100.0
%
|
100.0
%
|
100.0
%
|
Cost
of sales
|
64.5
|
69.1
|
73.4
|
68.2
|
Gross
profit
|
35.5
|
30.9
|
26.6
|
31.8
|
Operating
expenses:
|
|
|
|
|
Selling
|
11.4
|
14.2
|
14.2
|
16.0
|
Marketing
|
5.3
|
3.7
|
6.9
|
4.0
|
General
and administrative
|
13.0
|
13.6
|
15.6
|
16.5
|
Total
operating expenses
|
29.7
|
31.5
|
36.7
|
36.5
|
Operating
income (loss)
|
5.8
|
(0.6
)
|
(10.1
)
|
(4.7
)
|
Other
income
|
0.0
|
0.2
|
0.0
|
0.3
|
Income
(loss) before taxes
|
5.8
|
(0.4
)
|
(10.1
)
|
(4.4
)
|
Income
tax expense (benefit)
|
0.0
|
2.2
|
(3.2
)
|
(1.4
)
|
Net
income (loss)
|
5.8
%
|
(2.6
)%
|
(6.9
)%
|
(3.0
)%
|
Period
|
Total
number of shares purchased (a)
|
Average
price paid per share
|
Total
number of shares purchased as part of publicly announced plans or
programs
|
Maximum
number (or approximate dollar value) of shares that may yet be
purchased under the plans or programs
|
July 1–31,
2017
|
3,573
|
$
1.02
|
–
|
$
4,676,049
|
August 1–31,
2017
|
1,651
|
$
1.02
|
–
|
$
4,676,049
|
September
1–30, 2017
|
1,458
|
$
1.10
|
–
|
$
4,676,049
|
Total
|
6,682
|
$
1.05
|
–
|
$
4,676,049
|
Exhibit
Number
|
Description
|
Method of
Filing
|
|
|
|
Composite Articles
of Incorporation of Registrant, as amended through July 31,
2008 (incorporated by reference to Exhibit 3.1 to annual
report on Form 10-K for the year ended December 31,
2015)
|
Incorporated by
Reference
|
|
|
||
Composite Bylaws of
Registrant, 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
*
|
Form of Restricted
Stock Award Agreement under 2013 Omnibus Stock and Incentive Plan
for awards on or after May 13, 2016
|
Filed
Electronically
|
|
||
Certification of
Principal Executive Officer
|
Filed
Electronically
|
|
|
||
Certification of
Principal Financial and Accounting Officer
|
Filed
Electronically
|
|
|
||
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, 2017, formatted in
XBRL (eXtensible Business Reporting Language): (i) Condensed
Balance Sheets; (ii) Statements of Operations and Comprehensive
Loss; (iii) Statements of Cash Flows; and (iv) Notes to Financial
Statements.
|
Filed
Electronically
|
|
INSIGNIA
SYSTEMS, INC.
|
|
|
|
|
|
|
|
Dated: November
6, 2017
|
/s/
Kristine A. Glancy
|
|
|
Kristine
A. Glancy
|
|
|
President
and Chief Executive Officer
|
|
|
(on
behalf of registrant)
|
|
|
|
|
Dated: November
6, 2017
|
/s/
Jeffrey A. Jagerson
|
|
|
Jeffrey
A. Jagerson
|
|
|
Chief
Financial Officer and Treasurer
|
|
|
(principal
financial and accounting officer)
|
|
Exhibit
Number
|
Description
|
Method of
Filing
|
|
|
|
Composite Articles
of Incorporation of Registrant, as amended through July 31,
2008
|
Incorporated by
Reference
|
|
|
||
Composite Bylaws of
Registrant, as amended through December 5, 2015
|
Incorporated by
Reference
|
|
|
|
|
Form of Restricted
Stock Award Agreement under 2013 Omnibus Stock and Incentive Plan
for awards on or after May 13, 2016
|
Filed
Electronically
|
|
|
|
|
Certification of
Principal Executive Officer
|
Filed
Electronically
|
|
|
||
Certification of
Principal Financial and Accounting Officer
|
Filed
Electronically
|
|
|
||
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, 2017, formatted in
XBRL (eXtensible Business Reporting Language): (i) Condensed
Balance Sheets; (ii) Statements of Operations and Comprehensive
Income (Loss); (iii) Statements of Cash Flows; and (iv) Notes to
Financial Statements.
|
Filed
Electronically
|
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