INSIGNIA SYSTEMS,
INC.
|
(Exact
name of registrant as specified in its charter)
|
Minnesota
|
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41-1656308
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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8799 Brooklyn Blvd., Minneapolis, MN 55445
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(Address
of principal executive offices; zip code)
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(763) 392-6200
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(Registrant’s
telephone number, including area code)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
(Do not check if a smaller reporting company)
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Smaller reporting company
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☑
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Emerging growth
company
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☐
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Page
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PART I.
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FINANCIAL INFORMATION
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1
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Item 1.
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1
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Condensed Balance Sheets - September 30, 2017
(unaudited) and December 31, 2016
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1
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Statements of Operations and Comhensive Income
(Loss) - Three and nine months ended September 30, 2017 and
2016 (unaudited)
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2
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Statements of Cash Flows - Nine months ended
September 30, 2017 and 2016 (unaudited)
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3
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Notes to Financial Statements - September 30, 2017
(unaudited)
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4
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Item 2.
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8
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Item 3.
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13
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Item 4.
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13
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PART II.
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OTHER INFORMATION
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14
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Item 1.
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14
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Item 1A.
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14
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Item 2.
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14
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Item 3.
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14
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Item 4.
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14
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Item 5.
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14
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Item 6.
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15
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16
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Insignia Systems, Inc.
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||
CONDENSED BALANCE
SHEETS
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||
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September 30,
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2017
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December 31,
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(Unaudited)
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2016
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ASSETS
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|
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Current Assets:
|
|
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Cash
and cash equivalents
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$3,375,000
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$12,267,000
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Accounts
receivable, net
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11,903,000
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9,879,000
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Inventories
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326,000
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325,000
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Income
tax receivable
|
420,000
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775,000
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Prepaid
expenses and other
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497,000
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689,000
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Total
Current Assets
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16,521,000
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23,935,000
|
|
|
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Other Assets:
|
|
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Property
and equipment, net
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2,713,000
|
2,430,000
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Other,
net
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1,516,000
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1,863,000
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Total Assets
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$20,750,000
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$28,228,000
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current Liabilities:
|
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Accounts
payable:
|
|
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Cash
dividend declared ($0.70 per share)
|
$—
|
$8,233,000
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Other
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3,478,000
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2,530,000
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Accrued
liabilities:
|
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Compensation
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1,058,000
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762,000
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Other
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621,000
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498,000
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Deferred
revenue
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648,000
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62,000
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Total
Current Liabilities
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$5,805,000
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$12,085,000
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Long-Term Liabilities:
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Deferred
tax liabilities
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—
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205,000
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Accrued
income taxes
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574,000
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554,000
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Deferred
rent
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233,000
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275,000
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Total
Long-Term Liabilities
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$807,000
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$1,034,000
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Commitments and Contingencies
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—
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—
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Shareholders' Equity:
|
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Common
stock, par value $.01:
|
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Authorized
shares - 40,000,000
|
|
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Issued
and outstanding shares - 11,903,946 at September 30, 2017 and
11,760,817,000
at
December 31, 2016
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118,000
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117,000
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Additional
paid-in capital
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15,294,000
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14,992,000
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Accumulated
deficit
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( 1,274,000)
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—
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Total
Shareholders' Equity
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14,138,000
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15,109,000
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Total Liabilities and Shareholders' Equity
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$20,750,000
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$28,228,000
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See accompanying notes to financial statements.
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|||||
Insignia Systems, Inc.
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|||||
STATEMENTS OF
OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
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|||||
(Unaudited)
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|||||
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Three Months Ended
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Nine Months Ended
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September 30
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September 30
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2017
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2016
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2017
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2016
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Services
revenues
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$7,353,000
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$6,050,000
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$17,169,000
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$17,830,000
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Products
revenues
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370,000
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419,000
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1,170,000
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1,334,000
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Total
Net Sales
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7,723,000
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6,469,000
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18,339,000
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19,164,000
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Cost
of services
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4,700,000
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4,171,000
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12,624,000
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12,153,000
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Cost
of goods sold
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280,000
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298,000
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845,000
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928,000
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Total
Cost of Sales
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4,980,000
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4,469,000
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13,469,000
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13,081,000
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Gross
Profit
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2,743,000
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2,000,000
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4,870,000
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6,083,000
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Operating Expenses:
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Selling
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879,000
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917,000
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2,598,000
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3,061,000
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Marketing
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409,000
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242,000
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1,262,000
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769,000
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General
and administrative
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1,004,000
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879,000
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2,871,000
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3,149,000
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Total
Operating Expenses
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2,292,000
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2,038,000
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6,731,000
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6,979,000
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Operating
Income (Loss)
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451,000
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( 38,000)
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( 1,861,000)
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( 896,000)
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Other
income
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2,000
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12,000
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7,000
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44,000
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Income
(Loss) Before Income Taxes
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453,000
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( 26,000)
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( 1,854,000)
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( 852,000)
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Income
tax expense (benefit)
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2,000
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141,000
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( 580,000)
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( 276,000)
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Net
Income (Loss)
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$451,000
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$( 167,000)
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$( 1,274,000)
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$( 576,000)
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Other comprehensive income, net of tax:
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Unrealized
gain on available for sale securities
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—
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—
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—
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11,000
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Comprehensive
Income (Loss)
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$451,000
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$( 167,000)
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$( 1,274,000)
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$( 565,000)
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Net
income (loss) per share:
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Basic
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$0.04
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$( 0.01)
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$( 0.10)
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$( 0.05)
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Diluted
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$0.04
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$( 0.01)
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$( 0.10)
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$( 0.05)
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Shares
used in calculation of net
income
(loss) per share:
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Basic
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11,758,000
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11,642,000
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11,698,000
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11,626,000
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Diluted
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11,777,000
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11,642,000
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11,698,000
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11,626,000
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See accompanying notes to financial statements.
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Insignia Systems, Inc.
|
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STATEMENTS OF CASH
FLOWS
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(Unaudited)
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Nine Months Ended September 30
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2017
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2016
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Operating Activities:
|
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Net
loss
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$( 1,274,000)
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$( 576,000)
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Adjustments
to reconcile net loss to
net cash provided by (used in) operating activities:
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Depreciation
and amortization
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1,001,000
|
1,101,000
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Changes
in allowance for doubtful accounts
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16,000
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41,000
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Deferred
income tax expense
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( 205,000)
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—
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Stock-based
compensation expense
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317,000
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150,000
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Gain
on sale of property and equipment
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—
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( 5,000)
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Changes
in operating assets and liabilities:
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Accounts
receivable
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( 2,040,000)
|
338,000
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Inventories
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( 1,000)
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( 184,000)
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Income
tax receivable
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355,000
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( 324,000)
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Prepaid
expenses and other
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192,000
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( 266,000)
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Accounts
payable
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777,000
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( 1,271,000)
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Accrued
liabilities
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377,000
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( 1,098,000)
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Income
tax payable
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20,000
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( 184,000)
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Deferred
revenue
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586,000
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( 128,000)
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Net
cash provided by (used in) operating activities
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121,000
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( 2,406,000)
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Investing Activities:
|
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Purchases
of property and equipment
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( 822,000)
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( 524,000)
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Proceeds
from sale or maturity of investments
|
—
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6,071,000
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Proceeds
received from sale of property and equipment
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—
|
5,000
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Net
cash provided by (used in) investing activities
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( 822,000)
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5,552,000
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Financing Activities:
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Cash
dividends paid ($0.70 per share)
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( 8,177,000)
|
—
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Proceeds
from issuance of common stock, net
|
—
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44,000
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Repurchase
of common stock upon vesting of restricted stock
awards
|
( 14,000)
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—
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Repurchase
of common stock, net
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—
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( 301,000)
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Net
cash used in financing activities
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( 8,191,000)
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( 257,000)
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Increase
(decrease) in cash and cash equivalents
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( 8,892,000)
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2,889,000
|
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Cash
and cash equivalents at beginning of period
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12,267,000
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8,523,000
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Cash
and cash equivalents at end of period
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$3,375,000
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$11,412,000
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Supplemental disclosures for cash flow information:
|
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Cash
paid during the period for income taxes
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$2,000
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$238,000
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Non-cash investing and financing activities:
|
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Purchases
of property and equipment included in accounts payable
|
$115,000
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$—
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See accompanying notes to financial statements.
|
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September
30,
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December
31,
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2017
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2016
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Raw
materials
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$110,000
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$123,000
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Work-in-process
|
18,000
|
27,000
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Finished
goods
|
198,000
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175,000
|
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$326,000
|
$325,000
|
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September
30,
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December
31,
|
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2017
|
2016
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Property and Equipment:
|
|
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Production
tooling, machinery and equipment
|
$4,001,000
|
$4,000,000
|
Office
furniture and fixtures
|
322,000
|
322,000
|
Computer
equipment and software
|
2,671,000
|
1,301,000
|
Leasehold
improvements
|
577,000
|
577,000
|
Construction
in-progress
|
49,000
|
523,000
|
|
7,620,000
|
6,723,000
|
Accumulated
depreciation and amortization
|
( 4,907,000)
|
( 4,293,000)
|
Net
Property and Equipment
|
$2,713,000
|
$2,430,000
|
|
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
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September
30
|
||
|
2017
|
2016
|
2017
|
2016
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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
|
Name of Grantee:
|
|
|
Date of Issuance:
|
|
|
Shares of Restricted Stock:
|
|
|
Vesting Schedule:
|
Vesting
Date
|
Number
of Shares
|
|
|
|
|
|
|
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2017 |
Oct. 31, 2017 |
|
Document and Entity Information | ||
Entity Registrant Name | INSIGNIA SYSTEMS INC/MN | |
Entity Central Index Key | 0000875355 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,914,676 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q3 |
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Declared dividends per share | $ .70 | $ .70 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 11,903,946 | 11,760,817,000 |
Common stock, shares outstanding | 11,903,946 | 11,760,817,000 |
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Income Statement [Abstract] | ||||
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 | 0 | 0 | 0 | 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 |
Summary of Significant Accounting Policies |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Description of Business. Insignia Systems, Inc. (the “Company”) markets in-store advertising products, programs and services to retailers and consumer packaged goods manufacturers. The Company operates in a single reportable segment. The Company’s primary products include the Insignia Point-of-Purchase Services (POPS®) in-store marketing program, freshADSSM, thermal sign card supplies for the Company’s Impulse Retail System, and laser printable cardstock and label supplies.
Basis of Presentation. Financial statements for the interim periods included herein are unaudited; however, they contain all adjustments, including normal recurring accruals, which in the opinion of management, are necessary to present fairly the financial position of the Company at September 30, 2017, its results of operations for the three and nine months ended September 30, 2017 and 2016, and its cash flows for the nine months ended September 30, 2017 and 2016. Results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
The financial statements do not include certain footnote disclosures and financial information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America and, therefore, should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
The Summary of Significant Accounting Policies in the Company’s 2016 Annual Report on Form 10-K describes the Company’s accounting policies.
Inventories. Inventories are primarily comprised of sign cards and roll stock. Inventory is valued at the lower of cost or market using the first-in, first-out (FIFO) method, and consisted of the following as of the dates indicated:
Property and Equipment. Property and equipment consisted of the following as of the dates indicated:
Depreciation expense was approximately $220,000 and $653,000 in the three and nine months ended September 30, 2017, respectively, and $187,000 and $577,000 in the three and nine months ended September 30, 2016, respectively.
Stock-Based Compensation. The Company measures and recognizes compensation expense for all stock-based awards at fair value using the Black-Scholes option pricing model to determine the weighted average fair value of options and employee stock purchase plan rights. The Company recognizes stock-based compensation expense on a graded-attribution method over the requisite service period of the award.
In November 2016, our Board of Directors amended the 2003 Incentive Stock Option Plan (the “2003 Plan”) and the 2013 Omnibus Stock and Incentive Plan (the “2013 Plan”) to permit equitable adjustments to outstanding awards in the event of a special dividend. In March 2017, the Board of Directors approved the modification of all outstanding stock option awards to provide option holders with substantially equivalent economic value after the effect of the dividend. The modification resulted in the issuance of options to purchase up to 150,476 additional shares. Total stock-based compensation expense for the modifications was approximately $79,000, which was recorded during the nine months ended September 30, 2017.
During the nine months ended September 30, 2017, no other stock option awards were granted by the Company beyond the modification discussed above. During the nine months ended September 30, 2016, the Company issued options to purchase an aggregate of 20,000 shares of common stock under its 2013 Omnibus Stock and Incentive Plan, as amended, with a weighted average exercise price of $2.90.
During the nine months ended September 30, 2017, the Company issued 60,000 shares of restricted stock under the 2013 Plan. The shares underlying the award were assigned a value of $1.09 per share, which was the closing price of our common stock on the date of grant, and is scheduled to vest over the two years following the date of grant. During the nine months ended September 30, 2016, the Company issued 100,000 shares of restricted stock under the 2013 Plan. The shares underlying the award were assigned a value of $2.33 per share, which was the closing price of our common stock on the date of grant, and is scheduled to vest over the five years following the date of grant.
During the nine months ended September 30, 2017 and 2016, the Company issued 143,424 and 43,625 restricted stock units, respectively, under the 2013 Plan. The shares underlying the awards made in 2017 and 2016 were assigned weighted average values of $1.13 and $2.14 per share, respectively, based on the closing price of our common stock on the applicable dates of grant, and are scheduled to vest over two years.
During June 2017, non-employee members of the Board of Directors received grants totaling 72,115 fully vested shares of common stock pursuant to the 2013 Plan. The shares were assigned a value of $1.04 per share, based on the closing price on the grant date, for a total value of $75,000, which is included in stock-based compensation expense for the nine months ended September 30, 2017. During May and June 2016, members of the Board of Directors received grants totaling 54,036 fully vested shares of common stock pursuant to the 2013 Plan. The shares were assigned a weighted average value of $2.19 per share, based on the stock prices on the applicable grant dates, for a total value of $119,000, of which $109,000 is included in stock-based compensation expense for the nine months ended September 30, 2016 and $10,000 was accrued for and expensed in 2015.
Total stock-based compensation expense recorded for the three and nine months ended September 30, 2017 was $43,000 and $317,000, respectively, and for the three and nine months ended September 30, 2016 was $42,000 and $150,000, respectively.
During the three and nine months ended September 30, 2017, there were no options exercised. During each of the three and nine months ended September 30, 2016, there were approximately 54,700 shares and 115,700 shares issued pursuant to stock option exercises, for which the Company received proceeds of $0 and $16,000, respectively. A portion of the stock option exercises in the three and nine months ended September 30, 2016 were completed on a cashless basis.
Net Income (Loss) per Share. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding and excludes any potential dilutive effects of stock options and restricted stock units and awards. Diluted net income (loss) per share gives effect to all diluted potential common shares outstanding during the period.
Options to purchase approximately 501,000 shares of common stock with a weighted average exercise price of $2.33 were outstanding at September 30, 2017 and were not included in the computation of common stock equivalents for the three months ended September 30, 2017 because their exercise prices were higher than the average fair market value of the common shares during the reporting period. Due to the net loss incurred during the nine months ended September 30, 2017 and the three months and nine months ended September 30, 2016, all stock options were anti-dilutive for those periods.
Weighted average common shares outstanding for the three and nine months ended September 30, 2017 and 2016 were as follows:
Dividends. On November 28, 2016, the Board declared a one-time special dividend of $0.70 per share to shareholders of record as of December 16, 2016 of $8,233,000, of which $8,163,000 was paid on January 6, 2017, and an additional $14,000 was paid on May 15, 2017. |
Selling Arrangement |
9 Months Ended |
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Sep. 30, 2017 | |
Selling Arrangement | |
Selling Arrangement | In 2011, the Company paid News America Marketing In-Store, LLC (“News America”) $4,000,000 in exchange for a 10-year arrangement to sell signs with price into News America’s network of retailers as News America’s exclusive agent. The $4,000,000 is being amortized on a straight-line basis over the 10-year term of the arrangement. Amortization expense, which was $100,000 and $300,000 in both of the three and nine months ended September 30, 2017 and 2016, respectfully, and is expected to be $400,000 per year over the next three years and $117,000 in the year ending December 31, 2021, is recorded within cost of services in the Company’s statements of operations and comprehensive income (loss). The net carrying amount of the selling arrangement is recorded within other assets on the Company’s condensed balance sheet. |
Income Taxes |
9 Months Ended |
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Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | For the three and nine months ended September 30, 2017, the Company recorded income tax expense (benefit), of $2,000 and $(580,000) or 0.4% and 31.3% of income or loss before taxes. For the three and nine months ended September 30, 2016, the Company recorded income tax expense (benefit) of $141,000 and $(276,000), or (542.3)% and 32.4% of loss before taxes, respectively. The income tax expense (benefit) for the three and nine months ended September 30, 2017 and 2016 is comprised of federal and state income taxes. The primary differences between the Company’s September 30, 2017 and 2016 effective tax rates and the statutory federal rate are expenses related to stock-based compensation, nondeductible meals and entertainment and for the three and nine months ended September 30, 2017, the impact of a valuation allowance of $192,000 which was originally recognized during the six months ended June 30, 2107 as it was determined that it was more likely than not that the Company would not realize the full amount of its net deferred tax assets. The Company reassesses its effective rate each reporting period and adjusts the annual effective rate if deemed necessary, based on projected annual taxable income (loss).
Deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustment to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria.
As a result of significant losses in 2016 and through June 2017, as well as the current market conditions and their impact on the Company’s future outlook, management reviewed its deferred tax assets and concluded that the uncertainties related to the realization of its assets had become unfavorable. As of June 30, 2017, the Company had net deferred tax assets of approximately $192,000 which were comprised of temporary differences, including federal and state net operating losses to be carried forward. Management considered the positive and negative evidence for the potential utilization of the net deferred tax assets and concluded that it was more likely than not that the Company would not realize the full amount of net deferred tax assets. Accordingly, the Company recorded a valuation allowance of $192,000 against these deferred tax assets as of June 30, 2017. For the three months ended September 30, 2017, the Company recognized limited income tax expense as the net income generated during the third quarter was fully offset by the Company’s valuation allowance recorded against net deferred assets as of June 30, 2017. The profitability in the third quarter has substantially reduced the valuation allowance previously recorded in the second quarter.
As of September 30, 2017 and December 31, 2016, the Company had unrecognized tax benefits totaling $574,000 and $554,000, respectively, including interest, which relates to state nexus issues. The amount of the unrecognized tax benefits, if recognized, that would affect the effective income tax rates of future periods is $574,000. Due to the current statute of limitations regarding the unrecognized tax benefits, the unrecognized tax benefits and associated interest are not expected to change significantly in 2017. |
Concentrations |
9 Months Ended |
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Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | During the nine months ended September 30, 2017 one customer accounted for 27%, of the Company’s total net sales. During the nine months ended September 30, 2016, one customer accounted for 33% of the Company’s total net sales. At September 30, 2017 and December 31, 2016, one customer accounted for 31% and 37% of the Company’s total accounts receivable, respectively.
Although there are a number of customers that the Company sells to, the loss of a major customer could adversely affect operating results. Additionally, the loss of a major retailer from the Company’s retail network could adversely affect operating results. |
Recently Issued Accounting Pronouncements |
9 Months Ended |
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Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (FASB) issued guidance creating Accounting Standards Codification (ASC) Section 606, “Revenue from Contracts with Customers”, which establishes a comprehensive new model for the recognition of revenue from contracts with customers. This model is based on the core principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company has performed a review of the requirements of the new guidance and has identified which of its revenue streams will be within the scope of ASC 606. The Company has applied the five-step model of the new standard to a selection of contracts within each of its revenue streams and has compared the results to its current accounting practices. Based on this analysis, the Company does not currently expect a material impact on the Company’s consolidated financial statements. The Company is expecting to utilize the modified retrospective transition method of adoption. The Company is continuing to work through the remaining steps of the adoption plan to facilitate adoption effective January 1, 2018. As part of this, the Company is assessing changes that might be necessary to information technology systems, processes, and internal controls to capture new data and address changes in financial reporting. The Company will be revising its revenue recognition accounting policy and expanding revenue disclosures to reflect the requirements of ASC 606, which include disclosures related to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgements and assets recognized from the costs to obtain or fulfill a contract.
In February 2016, the FASB issued ASU 2016-2, Leases, under which lessees will recognize most leases on the balance sheet. This will generally increase reported assets and liabilities. For public entities, this ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2018. ASU 2016-2 mandates a modified retrospective transition method for all entities. The Company is in the process of determining the impact that the updated accounting guidance will have on our financial statements.
In March 2016, the FASB issued ASU 2016-9, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities, this ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted the guidance in the first quarter of 2017. The adoption of the guidance did not have a material impact on our financial statements. |
Summary of Significant Accounting Policies (Policies) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of Business | Insignia Systems, Inc. (the “Company”) markets in-store advertising products, programs and services to retailers and consumer packaged goods manufacturers. The Company operates in a single reportable segment. The Company’s primary products include the Insignia Point-of-Purchase Services (POPS®) in-store marketing program, freshADSSM, thermal sign card supplies for the Company’s Impulse Retail System, and laser printable cardstock and label supplies. |
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Basis of Presentation | Financial statements for the interim periods included herein are unaudited; however, they contain all adjustments, including normal recurring accruals, which in the opinion of management, are necessary to present fairly the financial position of the Company at September 30, 2017, its results of operations for the three and nine months ended September 30, 2017 and 2016, and its cash flows for the nine months ended September 30, 2017 and 2016. Results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
The financial statements do not include certain footnote disclosures and financial information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America and, therefore, should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
The Summary of Significant Accounting Policies in the Company’s 2016 Annual Report on Form 10-K describes the Company’s accounting policies. |
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Inventories | Inventories are primarily comprised of sign cards and roll stock. Inventory is valued at the lower of cost or market using the first-in, first-out (FIFO) method, and consisted of the following as of the dates indicated:
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Property and Equipment | Property and equipment consisted of the following as of the dates indicated:
Depreciation expense was approximately $220,000 and $653,000 in the three and nine months ended September 30, 2017, respectively, and $187,000 and $577,000 in the three and nine months ended September 30, 2016, respectively.
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Stock-Based Compensation | The Company measures and recognizes compensation expense for all stock-based awards at fair value using the Black-Scholes option pricing model to determine the weighted average fair value of options and employee stock purchase plan rights. The Company recognizes stock-based compensation expense on a graded-attribution method over the requisite service period of the award.
In November 2016, our Board of Directors amended the 2003 Incentive Stock Option Plan (the “2003 Plan”) and the 2013 Omnibus Stock and Incentive Plan (the “2013 Plan”) to permit equitable adjustments to outstanding awards in the event of a special dividend. In March 2017, the Board of Directors approved the modification of all outstanding stock option awards to provide option holders with substantially equivalent economic value after the effect of the dividend. The modification resulted in the issuance of options to purchase up to 150,476 additional shares. Total stock-based compensation expense for the modifications was approximately $79,000, which was recorded during the nine months ended September 30, 2017.
During the nine months ended September 30, 2017, no other stock option awards were granted by the Company beyond the modification discussed above. During the nine months ended September 30, 2016, the Company issued options to purchase an aggregate of 20,000 shares of common stock under its 2013 Omnibus Stock and Incentive Plan, as amended, with a weighted average exercise price of $2.90.
During the nine months ended September 30, 2017, the Company issued 60,000 shares of restricted stock under the 2013 Plan. The shares underlying the award were assigned a value of $1.09 per share, which was the closing price of our common stock on the date of grant, and is scheduled to vest over the two years following the date of grant. During the nine months ended September 30, 2016, the Company issued 100,000 shares of restricted stock under the 2013 Plan. The shares underlying the award were assigned a value of $2.33 per share, which was the closing price of our common stock on the date of grant, and is scheduled to vest over the five years following the date of grant.
During the nine months ended September 30, 2017 and 2016, the Company issued 143,424 and 43,625 restricted stock units, respectively, under the 2013 Plan. The shares underlying the awards made in 2017 and 2016 were assigned weighted average values of $1.13 and $2.14 per share, respectively, based on the closing price of our common stock on the applicable dates of grant, and are scheduled to vest over two years.
During June 2017, non-employee members of the Board of Directors received grants totaling 72,115 fully vested shares of common stock pursuant to the 2013 Plan. The shares were assigned a value of $1.04 per share, based on the closing price on the grant date, for a total value of $75,000, which is included in stock-based compensation expense for the nine months ended September 30, 2017. During May and June 2016, members of the Board of Directors received grants totaling 54,036 fully vested shares of common stock pursuant to the 2013 Plan. The shares were assigned a weighted average value of $2.19 per share, based on the stock prices on the applicable grant dates, for a total value of $119,000, of which $109,000 is included in stock-based compensation expense for the nine months ended September 30, 2016 and $10,000 was accrued for and expensed in 2015.
Total stock-based compensation expense recorded for the three and nine months ended September 30, 2017 was $43,000 and $317,000, respectively, and for the three and nine months ended September 30, 2016 was $42,000 and $150,000, respectively.
During the three and nine months ended September 30, 2017, there were no options exercised. During each of the three and nine months ended September 30, 2016, there were approximately 54,700 shares and 115,700 shares issued pursuant to stock option exercises, for which the Company received proceeds of $0 and $16,000, respectively. A portion of the stock option exercises in the three and nine months ended September 30, 2016 were completed on a cashless basis. |
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Net Income (Loss) per Share | Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding and excludes any potential dilutive effects of stock options and restricted stock units and awards. Diluted net income (loss) per share gives effect to all diluted potential common shares outstanding during the period.
Options to purchase approximately 501,000 shares of common stock with a weighted average exercise price of $2.33 were outstanding at September 30, 2017 and were not included in the computation of common stock equivalents for the three months ended September 30, 2017 because their exercise prices were higher than the average fair market value of the common shares during the reporting period. Due to the net loss incurred during the nine months ended September 30, 2017 and the three months and nine months ended September 30, 2016, all stock options were anti-dilutive for those periods.
Weighted average common shares outstanding for the three and nine months ended September 30, 2017 and 2016 were as follows:
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Dividends | On November 28, 2016, the Board declared a one-time special dividend of $0.70 per share to shareholders of record as of December 16, 2016 of $8,233,000, of which $8,163,000 was paid on January 6, 2017, and an additional $14,000 was paid on May 15, 2017. |
Summary of Significant Accounting Policies (Tables) |
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Sep. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Inventories |
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Schedule of Property and Equipment |
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Schedule Of Weighted Average Common Shares Outstanding |
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Summary of Significant Accounting Policies (Details) - USD ($) |
Sep. 30, 2017 |
Dec. 31, 2016 |
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Inventories | ||
Raw materials | $ 110,000 | $ 123,000 |
Work-in-process | 18,000 | 27,000 |
Finished goods | 198,000 | 175,000 |
Inventories | $ 326,000 | $ 325,000 |
Summary of Significant Accounting Policies (Details 1) - USD ($) |
Sep. 30, 2017 |
Dec. 31, 2016 |
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Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | $ 7,620,000 | $ 6,723,000 |
Accumulated depreciation and amortization | (4,907,000) | (4,293,000) |
Net Property and Equipment | 2,713,000 | 2,430,000 |
Production tooling, machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 4,001,000 | 4,000,000 |
Office furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 322,000 | 322,000 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 2,671,000 | 1,301,000 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | 577,000 | 577,000 |
Construction in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and Equipment | $ 49,000 | $ 523,000 |
Summary of Significant Accounting Policies (Details 2) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Summary Of Significant Accounting Policies Details 2 | ||||
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 | $ 0 | $ 0 | $ 0 |
Denominator for diluted net income (loss) per share - weighted average shares | 11,777,000 | 11,642,000 | 11,698,000 | 11,626,000 |
Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|
May 15, 2017 |
Jan. 06, 2017 |
Nov. 28, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
Dec. 31, 2016 |
Dec. 16, 2016 |
|
Depreciation expense | $ 220,000 | $ 187,000 | $ 653,000 | $ 577,000 | |||||
Stock-based compensation expense for the modifications | 79,000 | ||||||||
Stock-based compensation expense | 43,000 | $ 42,000 | 317,000 | $ 150,000 | |||||
Special dividend per share | $ 0.70 | ||||||||
Declared dividends | $ 0 | 0 | $ 8,233,000 | $ 8,233,000 | |||||
Dividends paid | $ 14,000 | $ 8,163,000 | |||||||
Omnibus Stock And Incentive Plan 2013 [Member] | |||||||||
Stock-based compensation expense for the modifications | $ 79,000 | ||||||||
Weighted average exercise price (in dollars per share) | $ 2.90 | ||||||||
Omnibus Stock And Incentive Plan 2013 [Member] | Restricted Stock [Member] | |||||||||
Restricted stock units (in shares) | 60,000 | 100,000 | |||||||
Weighted average exercise price (in dollars per share) | $ 1.09 | $ 2.33 | |||||||
Vesting period | 2 years | 5 years |
Selling Arrangement (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
Dec. 31, 2011 |
|
Finite-Lived Intangible Assets [Line Items] | |||||
Payments for arrangements to sell signs | $ 4,000,000 | ||||
Term of arrangement | 10 years | ||||
Customer Contracts [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 100,000 | $ 100,000 | $ 300,000 | $ 300,000 | |
2018 | 400,000 | 400,000 | |||
2019 | 400,000 | 400,000 | |||
2020 | 400,000 | 400,000 | |||
2021 | $ 117,000 | $ 117,000 |
Income Taxes (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
Dec. 31, 2016 |
|
Income Tax Disclosure [Abstract] | |||||
Income tax benefit | $ 2,000 | $ 141,000 | $ (580,000) | $ (276,000) | |
Income tax rate, percentage | 0.40% | 542.30% | 31.30% | 32.40% | |
Unrecognized tax benefits | $ 574,000 | $ 574,000 | $ 554,000 |
Concentrations (Details Narrative) - Customer One [Member] |
9 Months Ended | 12 Months Ended | |
---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Dec. 31, 2016 |
|
Sales Revenue Net [Member] | |||
Concentration Risk [Line Items] | |||
Customer's concentration risk percentage | 27.00% | 33.00% | |
Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Customer's concentration risk percentage | 31.00% | 37.00% |
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