10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

_______________________________

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended September 30, 2018

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from ___________________ to _________________

Commission File Number: 1-13471

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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☑
			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. ☐  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Number of shares outstanding of Common Stock, $.01 par value, as of November 9, 2018 was 11,839,774.

Insignia Systems, Inc.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets – September 30, 2018 (unaudited) and December 31, 2017	1
	Condensed Statements of Operations – Three and nine months ended September 30, 2018 and 2017 (unaudited)	2
	Condensed Statements of Cash Flows – Nine months ended September 30, 2018 and 2017 (unaudited)	3
	Notes to Financial Statements – September 30, 2018 (unaudited)	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17

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PART I.       FINANCIAL INFORMATION

Item 1.         Financial Statements

Insignia Systems, Inc.
CONDENSED BALANCE SHEETS
	September 30,
	2018	December 31,
	(Unaudited)	2017
ASSETS
Current Assets:
Cash and cash equivalents	$7,590,000	$4,695,000
Accounts receivable, net	11,294,000	11,864,000
Inventories	323,000	301,000
Income tax receivable	94,000	360,000
Prepaid expenses and other	335,000	415,000
Total Current Assets	19,636,000	17,635,000
Other Assets:
Property and equipment, net	3,049,000	2,670,000
Other, net	1,078,000	1,383,000
Total Assets	$23,763,000	$21,688,000
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	3,739,000	3,232,000
Accrued liabilities:
Compensation	1,503,000	1,531,000
Other	938,000	667,000
Deferred revenue	753,000	372,000
Total Current Liabilities	$6,933,000	$5,802,000
Long-Term Liabilities:
Deferred tax liabilities	236,000	245,000
Accrued income taxes	604,000	581,000
Deferred rent	173,000	219,000
Total Long-Term Liabilities	$1,013,000	$1,045,000
Commitments and Contingencies	—	—
Shareholders' Equity:
Common stock, par value $.01:
Authorized shares - 40,000,000
Issued and outstanding shares - 11,848,000 at September 30, 2018 and 11,914,000 at December 31, 2017	118,000	119,000
Additional paid-in capital	15,345,000	15,361,000
Retained earnings (Accumulated deficit)	354,000	(639,000)
Total Shareholders' Equity	15,817,000	14,841,000
Total Liabilities and Shareholders' Equity	$23,763,000	$21,688,000
See accompanying notes to financial statements.

1

Insignia Systems, Inc.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended	Nine Months Ended
	September 30	September 30

	2018	2017	2018	2017
Services revenues	$9,069,000	$7,353,000	$23,963,000	$17,169,000
Products revenues	386,000	370,000	1,156,000	1,170,000
Total Net Sales	9,455,000	7,723,000	25,119,000	18,339,000
Cost of services	5,569,000	4,700,000	14,937,000	12,624,000
Cost of goods sold	323,000	280,000	868,000	845,000
Total Cost of Sales	5,892,000	4,980,000	15,805,000	13,469,000
Gross Profit	3,563,000	2,743,000	9,314,000	4,870,000
Operating Expenses:
Selling	908,000	879,000	2,530,000	2,598,000
Marketing	703,000	409,000	1,873,000	1,262,000
General and administrative	1,106,000	1,004,000	3,580,000	2,871,000
Total Operating Expenses	2,717,000	2,292,000	7,983,000	6,731,000
Operating Income (Loss)	846,000	451,000	1,331,000	(1,861,000)
Other income	15,000	2,000	27,000	7,000
Income (Loss) Before Taxes	861,000	453,000	1,358,000	(1,854,000)
Income tax expense (benefit)	216,000	2,000	365,000	(580,000)
Net Income (Loss)	$645,000	$451,000	$993,000	$(1,274,000)
Net income (loss) per share:
Basic	$0.05	$0.04	$0.08	$(0.10)
Diluted	$0.05	$0.04	$0.08	$(0.10)
Shares used in calculation of net income (loss) per share:
Basic	11,729,000	11,758,000	11,784,000	11,698,000
Diluted	12,012,000	11,777,000	12,026,000	11,698,000
See accompanying notes to financial statements.

2

Insignia Systems, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30	2018	2017
Operating Activities:
Net income (loss)	$993,000	$(1,274,000)
Adjustments to reconcile net income (loss) to   net cash provided by operating activities:
Depreciation and amortization	860,000	1,001,000
Changes in allowance for doubtful accounts	(16,000)	16,000
Deferred income tax expense	(9,000)	(205,000)
Stock-based compensation expense	277,000	317,000
Changes in operating assets and liabilities:
Accounts receivable	586,000	(2,040,000)
Inventories	(22,000)	(1,000)
Income tax receivable	266,000	355,000
Prepaid expenses and other	80,000	192,000
Accounts payable	408,000	777,000
Accrued liabilities	253,000	377,000
Income tax payable	—	20,000
Accrued income taxes	23,000	—
Deferred revenue	381,000	586,000
Net cash provided by operating activities	4,080,000	121,000
Investing Activities:
Purchases of property and equipment	(877,000)	(822,000)
Net cash used in investing activities	(877,000)	(822,000)
Financing Activities:
Cash dividends paid ($0.70 per share)	(14,000)	(8,177,000)
Proceeds from issuance of common stock, net	49,000	(14,000)
Repurchase of common stock upon vesting of restricted stock awards	(74,000)	—
Repurchase of common stock, net	(269,000)	—
Net cash used in financing activities	(308,000)	(8,191,000)
Increase (decrease) in cash and cash equivalents	2,895,000	(8,892,000)
Cash and cash equivalents at beginning of period	4,695,000	12,267,000
Cash and cash equivalents at end of period	$7,590,000	$3,375,000
Supplemental disclosures for cash flow information:
Cash paid during the period for income taxes	$84,000	$2,000
Non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable	$96,000	$115,000
See accompanying notes to financial statements.

3

Insignia Systems, Inc.

Notes To Financial Statements

(Unaudited)

1.        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®), freshADSsm and other retailer approved promotional services, in-store marketing programs, and custom adhesive and non-adhesive signage materials directly to our retail customers.

Basis of Presentation. The accompanying unaudited financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. They do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, except as described herein, there has been no material change in the information disclosed in the notes to financial statements included in our financial statements as of and for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. 

Recently Adopted Accounting Pronouncements. Effective January 1, 2018, the Company adopted Financial Accounting Standards Board Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (“Topic 606”). Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition,” and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The adoption of ASU 2014-09, using the modified retrospective approach, had no significant impact on our results of operations, cash flows, or financial position. Revenue continues to be recognized for POPSigns ratably over the period of service, which is typically a two-week display cycle, and for sign card sales, at the time the products are shipped to customers. Additional information and disclosures required by this new standard are contained in Note 2, “Revenue.”

Inventories. Inventories are primarily comprised of sign cards, hardware and roll stock. Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method, and consisted of the following as of the dates indicated:

	September 30,	December 31,
	2018	2017
Raw materials	$90,000	$68,000
Work-in-process	3,000	10,000
Finished goods	230,000	223,000
	$323,000	$301,000

4

Property and Equipment. Property and equipment consisted of the following as of the dates indicated:

	September 30,	December 31,
	2018	2017
Property and Equipment:
Production tooling, machinery and equipment	$4,087,000	$4,003,000
Office furniture and fixtures	329,000	325,000
Computer equipment and software	2,726,000	2,680,000
Leasehold improvements	577,000	577,000
Construction in-progress	995,000	206,000
	8,714,000	7,791,000
Accumulated depreciation and amortization	(5,665,000)	(5,121,000)
Net Property and Equipment	$3,049,000	$2,670,000

Depreciation expense was approximately $188,000 and $555,000 in the three and nine months ended September 30, 2018, respectively, and $220,000 and $653,000 in the three and nine months ended September 30, 2017, respectively.

Stock-Based Compensation. We measure and recognize compensation expense for all stock-based payments at fair value. Restricted stock units and awards are valued at the closing market price of the Company’s stock on the date of the grant. We use the Black-Scholes option pricing model to determine the weighted average fair value of options and employee stock purchase plan rights. The determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.

On November 28, 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 an extraordinary cash dividend. On March 28, 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 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, 2018, stock option awards to purchase up to 119,515 shares were granted by the Company. The Company estimates the fair value of these awards using the following weighted average assumptions: expected life of 6.5 years, expected volatility of 51.21%, dividend yield of 0% and a risk-free rate interest rate of 2.80%. 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, 2018, the Company issued 297,515 restricted stock units under the 2013 Plan and the 2018 Equity Incentive Plan (the “2018 Plan”). The shares underlying the awards were assigned a value of $1.77 and $1.95 per share, which was the closing price of our common stock on the date of grants. These awards are scheduled to vest over three years or four years with the first vesting in year two. During the nine months ended September 30, 2017, the Company issued 143,424 restricted stock units under the 2013 Plan. The shares underlying the awards made in 2017 were assigned weighted average values of $1.13 per share based on the closing price of our common stock on the applicable dates of grant and are scheduled to vest over two years.

During the nine months ended September 30, 2018, no restricted stock was issued. 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 awards were assigned a value of $1.09 per share, which was the closing price of our common stock on the date of grant and are scheduled to vest over the two years following the date of grant.

5

During July 2018, non-employee members of the Board of Directors received restricted stock grants totaling 46,152 shares pursuant to the 2018 Plan. The shares underlying the awards were assigned a value of $1.95 per share, which was the closing price of our common stock on the date of grants, for a total value of $90,000, and are scheduled to vest the day immediately preceding the date of the next annual shareholder meeting.  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.

Total stock-based compensation expense recorded for the three and nine months ended September 30, 2018 was $128,000 and $277,000, respectively, and for the three and nine months ended September 30, 2017 was $43,000 and $317,000, respectively.

During the three and nine months ended September 30, 2018, there were approximately 900 shares issued pursuant to stock option exercises, for which the Company received proceeds of $1,000. During the three and nine months ended September 30, 2017, there were no options exercised. A portion of the stock option exercises in the three and nine months ended September 30, 2018 were completed on a cashless basis.

The Company estimated the fair value of stock-based awards granted during the nine months ended September 30, 2018, under the Company’s employee stock purchase plan using the following weighted average assumptions: expected life of 1.0 years, expected volatility of 66%, dividend yield of 0% and risk-free interest rate of 1.83%.

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 305,000 and 265,000 shares of common stock with a weighted average exercise price of $2.66 and $3.22, respectively, were outstanding at September 30, 2018 and were not included in the computation of common stock equivalents for the three and nine months ended September 30, 2018 because their exercise prices were higher than the average fair market value of the common stock during the reporting 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 all stock options were anti-dilutive for that period.

Weighted average common shares outstanding for the three and nine months ended September 30, 2018 and 2017 were as follows:

	Three Months Ended		Nine Months Ended
	September 30		September 30
	2018	2017	2018	2017
Denominator for basic net income (loss) per share -   weighted average shares	11,729,000	11,758,000	11,784,000	11,698,000
Effect of dilutive securities:
Stock options and restricted stock units and awards	283,000	19,000	242,000	—
Denominator for diluted net income (loss) per share -   weighted average shares	12,012,000	11,777,000	12,026,000	11,698,000

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, $14,000 was paid on May 15, 2017, and an additional $14,000 was paid on May 15, 2018.

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2.        Revenue Recognition. Under Topic 606, revenue is measured based on consideration specified in the contract with a customer, adjusted for any applicable estimates of variable consideration and other factors affecting the    transaction price, including noncash consideration, consideration paid or payable to a customer and significant financing components. Revenue from all customers is recognized when a performance obligation is satisfied by transferring control of a distinct good or service to a customer, as further described below under “Performance Obligations.”

 

Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting.

The Company includes shipping and handling fees in revenues. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold.

The majority of the Company’s accounts receivable is due from companies in the consumer-packaged goods industry. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are due within 30-150 days and are stated at amounts due from customers, net of an allowance for doubtful accounts.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following is a description of our performance obligations included in our primary revenue streams and the timing or method of revenue recognition for each:

POPSign Services. Our primary source of revenue is from marketing in-store advertising programs and services primarily to consumer-packaged goods (“CPG”) manufacturers. We provide a service of displaying promotional signs in close proximity to the manufacturer’s product in participating stores, which we maintain in two-to-four-week cycle increments. Our in-store marketing programs include POPSigns and freshADS (together referred to herein as “POPSign services”).

Each of the individual activities under our POPSign services, including production activities, are inputs to an integrated sign display service. As such, each POPSign service represents a single performance obligation. Customers receive and consume the benefits from the promotional displays over the duration of the contracted display cycle. Additionally, the display of the signs does not have an alternative use to us and we have an enforceable right to payment for services performed to date. As a result, we recognize the transaction price for our POPSign service performance obligations as revenue over time. Given the nature of our performance obligations is to provide a display service over the duration of a specified period or periods, we recognize revenue on a straight-line basis over the display service period as it best reflects the timing of transfer of our POPSign services.

Other Service Revenues. The Company also supplies CPG manufactures with other miscellaneous retailer approved promotional services and sign solutions. These services are more customized than the POPSign program, consisting of variable durations and variable specifications. Due to the variable nature of these services, revenue recognition is a mix of over time and point in time recognition.

Products. We also sell custom adhesive and non-adhesive signage materials directly to our customers. Each such product is a distinct performance obligation. Revenue is recognized at a point in time upon shipment, when control of the goods transfers to the customer.

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Disaggregation of Revenue

In the following table, revenue is disaggregated by major revenue stream and timing of revenue recognition.

	Three months ended September 30, 2018			Nine months ended September 30, 2018
	Services Revenues	Products Revenue	Total Revenue	Services Revenues	Products Revenue	Total Revenue
Timing of revenue recognition:
Products and services transferred over time	$8,016,000	—	$8,016,000	$21,883,000	—	$21,883,000
Products and services transferred at a point in time	$1,053,000	$386,000	$1,439,000	$2,080,000	$1,156,000	$3,236,000
Total	$9,069,000	$386,000	$9,455,000	$23,963,000	$1,156,000	$25,119,000

 

Contract Costs

Sales commissions that are paid to internal or external sales representatives are eligible for capitalization as they are incremental costs that would not have been incurred without entering into a specific sales arrangement and are recoverable through the expected margin on the transaction. The Company is applying the practical expedient in Accounting Standards Codification 340-40-25-4 that allows the incremental costs of obtaining a contract to be recorded as an expense when incurred when the amortization period of the asset that would have otherwise been recognized is one year or less. These costs are included in selling expenses.

Deferred Revenue

Significant changes in deferred revenue during the period are as follows:

Balance at December 31, 2017	$372,000
Reclassification of beginning deferred revenue to revenue, as a result of performance obligations satisfied	(122,000)
Cash received in advance and not recognized as revenue	503,000
Cumulative catch-up from a change in the timeframe for recognition of revenue arising from deferred revenue	—
Balance at September 30, 2018	$753,000

Transaction Price Allocated to Remaining Performance Obligations

The Company applies the practical expedient in paragraph 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less, which reflect the majority of our performance obligations. This practical expedient is being applied to arrangements for certain uncompleted POPSign services and unshipped custom signage materials. Of those contracts with an expected duration of greater than one year, we estimate that revenue of $11,000 and $3,989,000 related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2018 will be recognized during the remainder of fiscal 2018 and in fiscal 2019 or beyond, respectively.

3. 

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, 2018 and 2017, respectfully, and is expected to be $400,000 per year in 2019 and 2020 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.

4. 

Income Taxes.  For the three and nine months ended September 30, 2018, the Company recorded income tax expense of $216,000 and $365,000 or 25.1% and 26.9% of income before taxes, respectively. 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, respectively. The income tax expense for the three and nine months ended September 30, 2018 and 2017 is comprised of federal and state income

8

taxes. The primary differences between the Company’s September 30, 2018 and 2017 effective tax rates and the statutory federal rate are expenses related to stock-based compensation and nondeductible meals and entertainment and for the three and nine months ended September 30, 2017, a valuation allowance was recognized as it was determined that it is more likely than not that the Company will not realize the full amount of its net deferred tax assets. There was no impact for income taxes related to the valuation allowance for the three and nine months ended September 30, 2018. The Company’s statutory federal rate decreased to 21% in 2018 from 35% in 2017 due to the Tax Cuts and Jobs Act enacted in 2017. 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. At both December 31, 2017 and September 30, 2018, the Company had a valuation allowance of approximately $108,000 as a result of certain capital losses and state net operating losses carried forward which the Company does not believe are more likely than not to be realized.

As of September 30, 2018 and December 31, 2017, the Company had unrecognized tax benefits totaling $604,000 and $581,000, 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 $604,000. Due to the current statute of limitations regarding the unrecognized tax benefits, the unrecognized tax benefits and associated interest is not expected to change significantly in 2018.

5. 

Concentrations. During the nine months ended September 30, 2018 two customers accounted for 24% and 22%, respectively, of the Company’s total net sales. During the nine months ended September 30, 2017, one customer accounted for 27% of the Company’s total net sales. At September 30, 2018, three customers accounted for 24%, 17% and 15%, respectively, of the Company’s total accounts receivable. At December 31, 2017, three customers represented 29%, 12% and 11%, respectively, of the Company’s total accounts receivable.

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.

6. 

Recently Issued Accounting Pronouncements. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases, under which lessees will recognize most leases on the balance sheet. This will generally increase reported assets and liabilities. This ASU is effective for the Company’s annual and interim periods beginning January 1, 2019. The original guidance required application on a modified retrospective basis with the earliest period presented. In August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which includes an option to not restate comparative periods in transition and elect to use the effective date of ASC 842, Leases, as the date of initial application of transition. Based on the effective date, this guidance will apply and the Company will adopt this ASU beginning on January 1, 2019 using the transition option provided under ASU 2018-11. The Company has performed a review of the requirements of the new guidance and has identified which of its leases will be within the scope of ASU 2016-02.  The Company is working through an adoption plan which includes a review of lease contracts, applying the new standard to the lease contracts and comparing the results to our current accounting.  As part of this, we are assessing changes that might be necessary to processes, and internal controls to capture new data and address changes in financial reporting. Effective January 1, 2019, the Company will be revising its lease accounting policy disclosures to reflect the requirements of ASU 2016-02. The Company estimates the impact of the adoption will be an increase of approximately $450,000 to $500,000 to both assets and liabilities on the balance sheet, with no material net impact to the statement of operations. We also expect additional qualitative and quantitative disclosures will be required upon adoption.

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

The following discussion should be read in conjunction with the Company’s financial statements and related notes. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated due to various factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q and the “Risk Factors” described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, our Current Reports on Form 8-K and our other SEC filings.

Company Overview

Insignia Systems, Inc. (referred to in this Quarterly Report on Form 10-Q as “Insignia,” “we,” “us,” “our” or the “Company”) markets in-store advertising products, programs and services to retailers and consumer packaged goods (“CPG”) manufacturers. Insignia has provided in-store media solutions in over 20,000 retail outlets, inclusive of grocery, mass merchants and dollar over the course of 2018. We partner with over 300 consumer packaged goods manufacturers across various categories including center store, refrigerated, frozen and the perimeter. Insignia provides participating retailers with benefits including incremental revenue, incremental sales opportunities, increased shopper engagement in-store, and custom creative development and other in-kind services.

Insignia’s primary product has been the Point-Of-Purchase Services (POPS®) in-store marketing program. Insignia POPS® program is a national, account-specific, shelf-edge advertising and promotional tactic. Internal testing has indicated the program delivers incremental sales for the featured brand. The program allows manufacturers to deliver vital product information to consumers at the point-of-purchase, and to leverage the local retailer brand and store-specific prices to provide a unique “call to action” that draws attention to the featured brand and triggers a purchase decision. CPG customers benefit from Insignia’s nimble operational capabilities, which include short lead times, in-house graphic design capabilities, post-program analytics, and micro-marketing capabilities such as variable or bilingual messaging.

Business Overview

Summary of Financial Results

For the quarter ended September 30, 2018, the Company generated net sales of $9,455,000, as compared with net sales of $7,723,000 for the quarter ended September 30, 2017. For the nine months ended September 30, 2018, the Company generated net sales of $25,119,000, as compared with net sales of $18,339,000 in the nine months ended September 30, 2017. Net income for the quarter ended September 30, 2018 was $645,000, as compared to $451,000 for the quarter ended September 30, 2017. Net income for the nine months ended September 30, 2018 was $993,000, as compared to a net loss of $1,274,000 for the nine months ended September 30, 2017.

During the nine months ended September 30, 2018, cash and cash equivalents increased $2,895,000 from $4,695,000 at December 31, 2017, to $7,590,000 at September 30, 2018. The Company had no long-term debt as of September 30, 2018 and 2017.

The retailer and CPG volatility in the Company's POPS program make its future results difficult to predict. Increased competition will change its retail network and the mix of its customers resulting in downward pressure on its financial results early in 2019. The Company remains focused on maintaining its current clients while also pursuing new clients within its core business. The Company is generating successful results with its new products and will continue to aggressively push its pipeline with greater focus in the areas its clients are most often requesting and where the Company can build scale. As the Company introduces innovation, these products and services may have lower margin rates than its core business.

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Results of Operations

The following table sets forth, for the periods indicated, certain items in the Company’s Statements of Operations as a percentage of total net sales.

	Three Months Ended		Nine Months Ended
	September 30		September 30
	2018	2017	2018	2017
Net sales	100.0%	100.0%	100.0%	100.0%
Cost of sales	62.3	64.5	63.0	73.4
Gross profit	37.7	35.5	37.0	26.6
Operating expenses:
Selling	9.6	11.4	10.1	14.2
Marketing	7.4	5.3	7.5	6.9
General and administrative	11.7	13.0	14.2	15.6
Total operating expenses	28.7	29.7	31.8	36.7
Operating income (loss)	9.0	5.8	5.2	(10.1)
Other income	0.1	0.0	0.2	0.0
Income (loss) before taxes	9.1	5.8	5.4	(10.1)
Income tax expense (benefit)	2.3	0.0	1.4	(3.2)
Net income (loss)	6.8%	5.8%	4.0%	(6.9)%

Three Months and Nine Months Ended September 30, 2018 Compared to Three Months and Nine Months Ended September 30, 2017

Net Sales. Net sales for the three months ended September 30, 2018 increased 22.4% to $9,455,000 compared to $7,723,000 for the three months ended September 30, 2017. Net sales for the nine months ended September 30, 2018 increased 37.0% to $25,119,000, compared to $18,339,000 for the nine months ended September 30, 2017.

Service revenues for the three months ended September 30, 2018 increased 23.3% to $9,069,000 compared to $7,353,000 for the three months ended September 30, 2017. Service revenues for the nine months ended September 30, 2018 increased 39.6% to $23,963,000 compared to $17,169,000 for the nine months ended September 30, 2017.

The increase in sales for the three months ended September 30, 2018 was primarily due to an increase in innovation initiatives. POPS program revenue was relatively flat with a decrease in the number of signs placed partially offset by an increase in average price per sign, which was the result of a favorable mix of CPG clients and contracts. Service revenues inclusive of POPS program and innovation revenue increased during the three months ended September 30, 2018, up 23.3% from the three months ended September 30, 2017. The increase in sales for the nine months ended September 30, 2018 was due to an increase in average price per sign, which was the result of a favorable mix of CPG clients and contracts, an increase in the number of signs placed, mostly due to increased signs placed from new and existing CPG customers, and also due to innovation initiatives.

Product revenues for the three months ended September 30, 2018 increased 4.3% to $386,000 compared to $370,000 for the three months ended September 30, 2017. Product revenues for the nine months ended September 30, 2018 decreased 1.2% to $1,156,000 compared to $1,170,000 for the nine months ended September 30, 2017. The increase in the three-month period was primarily due to higher sales of sign card supplies due to sales to new and existing customers. The decrease in the nine-month period was primarily due to lower sales of sign card supplies due to lower customer demand.

Gross Profit.Gross profit for the three months ended September 30, 2018 increased 29.9% to $3,563,000, or 37.7% as a percentage of net sales, compared to $2,743,000, or 35.5% as a percentage of net sales, for the three months ended September 30, 2017. Gross profit for the nine months ended September 30, 2018 increased 91.3% to $9,314,000, or 37.0% as a percentage of net sales, compared to $4,870,000, or 26.6% as a percentage of net sales, for the nine months ended September 30, 2017.

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Service revenues: Gross profit from our service revenues for the three months ended September 30, 2018 increased 31.9% to $3,500,000 compared to $2,653,000 for the three months ended September 30, 2017. The higher gross profit was primarily the result of increased sales, and product mix combined with an increased average price per sign from a favorable mix of CPG clients and contracts, and an increase in revenue from innovation initiatives. The Company incurred costs of approximately $166,000 associated with the implementation of its new IT operating infrastructure during the three months ended September 30, 2018 compared to approximately $109,000 for the three months ended September 30, 2017. For the nine months ended September 30, 2018, the Company incurred costs of approximately $436,000 associated with the development of its new IT operating infrastructure compared to approximately $263,000 for the nine months ended September 30, 2017. The project is expected to achieve a major milestone in the fourth quarter of 2018, with estimated additional expense of $200,000 in 2018. Gross profit from our service revenues for the nine months ended September 30, 2018 increased 98.6% to $9,026,000 compared to $4,545,000 for the nine months ended September 30, 2017. The increase was primarily due to the factors described above.

Gross profit as a percentage of service revenues for the three months ended September 30, 2018 increased to 38.6% compared to 36.1% for the three months ended September 30, 2017. The increase was primarily due to the factors described above. Gross profit as a percentage of service revenues for the nine months ended September 30, 2018 increased to 37.7% compared to 26.5% for the nine months ended September 30, 2017. The increase was primarily due to the factors described above.

Product revenues: Gross profit from our product revenues for the three months ended September 30, 2018 decreased 30.0% to $63,000 compared to $90,000 for the three months ended September 30, 2017. The decrease was primarily dueto increased production related costs and product mix. Gross profit from our product revenues for the nine months ended September 30, 2018 decreased 11.4% to $288,000 compared to $325,000 for the nine months ended September 30, 2017. The decrease was primarily due to the factors described above.

 

Gross profit as a percentage of product revenues was 16.3% for the three months ended September 30, 2018 compared to 24.3% for the three months ended September 30, 2017. The decrease was primarily due to the factors described above. Gross profit as a percentage of product revenues was 24.9% for the nine months ended September 30, 2018 compared to 27.8% for the nine months ended September 30, 2017. The decrease was primarily due to the factors described above.

Operating Expenses

Selling. Selling expenses for the three months ended September 30, 2018 increased 3.3% to $908,000 compared to $879,000 for the three months ended September 30, 2017. The increase was primarily due to increased staff related expenses. Selling expenses for the nine months ended September 30, 2018 decreased 2.6% to $2,530,000 compared to $2,598,000 for the nine months ended September 30, 2017. The decrease was primarily due staff related expenses.

Selling expenses as a percentage of net sales decreased to 9.6% for the three months ended September 30, 2018 compared to 11.4% for the three months ended September 30, 2017. The decrease was primarily due to increased sales, partially offset by the factors described above. Selling expenses as a percentage of net sales decreased to 10.1% for the nine months ended September 30, 2018 compared to 14.2% for the nine months ended September 30, 2017. The decrease was primarily due to increased sales, in addition to the factors described above.

Marketing. Marketing expenses for the three months ended September 30, 2018 increased 71.9% to $703,000 compared to $409,000 for the three months ended September 30, 2017. Increased marketing expenses were primarily due to increased staffing and staff related costs, promotional activities, and an increase in new product innovation activities. Marketing expenses for the nine months ended September 30, 2018 increased 48.4% to $1,873,000 compared to $1,262,000 for the nine months ended September 30, 2017. The increase was primarily due to the factors described above.

Marketing expenses as a percentage of net sales increased to 7.4% for the three months ended September 30, 2018 compared to 5.3% for the three months ended September 30, 2017. The increase was primarily due to the factors described above, partially offset by increased sales. Marketing expenses as a percentage of net sales increased to 7.5% for the nine months ended September 30, 2018 compared to 6.9% for the nine months ended September 30, 2017. The increase was primarily due to the factors described above, partially offset by increased sales.

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General and administrative. General and administrative expenses for the three months ended September 30, 2018 increased 10.2% to $1,106,000 compared to $1,004,000 for the three months ended September 30, 2017. The increase was primarily due to consulting and legal services. General and administrative expenses for the nine months ended September 30, 2018 increased 24.7% to $3,580,000 compared to $2,871,000 for the nine months ended September 30, 2017. The increase of $709,000 includes $460,000 of expense related to the negotiation and satisfaction of obligations under the Cooperation Agreement that was announced in May 2018 and is in effect into 2020.

General and administrative expenses as a percentage of net sales decreased to 11.7% for the three months ended September 30, 2018 compared to 13.0% for the three months ended September 30, 2017. The decrease was primarily due to increased sales, partially offset by the factors described above. General and administrative expenses as a percentage of net sales decreased to 14.2% for the nine months ended September 30, 2018 compared to 15.6% for the nine months ended September 30, 2017. The decrease was primarily due to increased sales, partially offset by the factors described above.

Other Income. Other income for the three months ended September 30, 2018 was $15,000 compared to $2,000 for the three months ended September 30, 2017. Other income for the nine months ended September 30, 2018 was $27,000 compared to $7,000 for the nine months ended September 30, 2017. The increase was primarily due to higher average cash and cash equivalent balances in 2018. Other income is comprised of interest earned on cash and cash equivalents.

Income Taxes.  For the three and nine months ended September 30, 2018, the Company recorded income tax expense of $216,000 and $365,000 or 25.1% and 26.9% of income before taxes, respectively. 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, respectively. The income tax expense (benefit) for the three and nine months ended September 30, 2018 and 2017 is comprised of federal and state income taxes. The primary differences between the Company’s September 30, 2018 and 2017 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, a valuation allowance was recognized as it was determined that it is more likely than not that the Company will not realize the full amount of its net deferred tax assets. There was no impact for income taxes related to the valuation allowance for the three and nine months ended September 30, 2018. The Company’s statutory federal rate decreased to 21% in 2018 from 35% in 2017 due to the Tax Cuts and Jobs Act enacted in 2017. 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. At both December 31, 2017 and September 30, 2018, the Company had a valuation allowance of approximately $108,000 as a result of certain capital losses and state net operating losses carried forward which the Company does not believe are more likely than not to be realized.

Net Income (Loss). For the reasons stated above, net income for the three and nine months ended September 30, 2018 was $645,000 and $993,000, respectively, compared to $451,000 for the three months ended September 30, 2017 and a net loss of $1,274,000 for the nine months ended September 30, 2017.

Liquidity and Capital Resources

The Company has financed its operations with proceeds from stock sales and sales of its services and products. At September 30, 2018, working capital (current assets less current liabilities) was $12,703,000 compared to $11,833,000 at December 31, 2017. During the nine months ended September 30, 2018, cash and cash equivalents increased $2,895,000 from $4,695,000 at December 31, 2017, to $7,590,000 at September 30, 2018.

Operating Activities: Net cash provided by operating activities during the nine months ended September 30, 2018, was $4,080,000. Net income of $993,000, plus non-cash adjustments of $1,112,000 and changes in operating assets and liabilities of $1,975,000 resulted in the $4,080,000 of cash provided by operating activities. The largest component of the change in operating assets and liabilities was accounts receivable which decreased

13

$586,000, which will fluctuate based on normal business conditions. The non-cash adjustments consisted of depreciation and amortization expense, changes in allowance for doubtful accounts, deferred income tax benefits, and stock-based compensation expense. In the normal course of business, our accounts receivable, accounts payable, accrued liabilities and deferred revenue will fluctuate depending on the level of revenues and related business activity, as well as billing arrangements with customers and payment terms with retailers.

Investing Activities: Net cash used in investing activities during the nine months ended September 30, 2018 was $877,000, which was related primarily to the IT operating infrastructure project, and consisted of hardware, purchased software and capitalization of costs for internally developed software.

Financing Activities: Net cash used in financing activities during the nine months ended September 30, 2018 was $308,000, which was primarily related to stock repurchases.

The Company believes that based upon current business conditions and plans, its existing cash balance and future cash generated from operations will be sufficient for its cash requirements for at least the next twelve months.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

 

Our significant accounting policies are described in Note 1 to the annual financial statements as of and for the year ended December 31, 2017, included in our Form 10-K filed with the Securities and Exchange Commission on March 15, 2018. Our policy related to the adoption of Topic 606 on January 1, 2018, the accounting policies for revenue recognition, is included in Note 2 within this Form 10-Q. We believe our most critical accounting policies and estimates include the following:

●

revenue recognition;

●

allowance for doubtful accounts;

●

impairment of long-lived assets;

●

income taxes; and

●

stock-based compensation.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements made in this Quarterly Report on Form 10-Q that are not statements of historical or current facts, are “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results or performance of the Company to be materially different from the results or performance expressed or implied by such forward-looking statements. The words “anticipates,” “believes,” “expects,” “seeks” and similar expressions identify forward-looking statements. Forward-looking statements include statements expressing the intent, belief or current expectations of the Company and members of our management team regarding, for instance: (i) our belief that our cash balance and cash generated by operations will provide adequate liquidity and capital resources for at least the next twelve months; (ii) that we expect fluctuations in accounts receivable and payable, accrued liabilities, and deferred revenue; and (iii) plans to repurchase Company stock. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this statement was made. 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.

Factors that could cause our estimates and assumptions as to future performance, and our actual results, to differ materially include the following: (i) the risk that management may be unable to fully or successfully implement its business plan to achieve and maintain increased sales and resultant profitability in the future; (ii) the risk that the Company will not be able to develop and implement new product offerings, including mobile, digital or other new offerings, in a successful manner; (iii) prevailing market conditions, including pricing and other competitive pressures, in the in-store advertising industry and, intense competition for agreements with retailers and consumer

14

packaged goods manufacturers; (iv) potentially incorrect assumptions by management with respect to the financial effect of current strategic decisions, the effect of current sales trends on fiscal year 2018 results and the benefit of our relationship with News America; (v) termination of all or a major portion of, or a significant change in terms and conditions of, a material agreement with a consumer packaged goods manufacturer, retailer, or News America; (vi) other economic, business, market, financial, competitive and/or regulatory factors affecting the Company’s business generally; (vii) our ability to successfully implement our new IT operating infrastructure; and (viii) our ability to attract and retain highly qualified managerial, operational and sales personnel. Our risks and uncertainties also include, but are not limited to, the risks presented in our Annual Report on Form 10-K for the year ended December 31, 2017, any additional risks presented in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. We undertake no obligation (and expressly disclaim any such obligation) to update forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to update reasons why actual results would differ from those anticipated in any such forward-looking statements, other than as required by law.

Item 3.        Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4.        Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. Disclosure controls and procedures ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and are designed to ensure that information required to be disclosed by us in these reports is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosures.

 (b) Changes in Internal Control Over Financial Reporting

Effective January 1, 2018, we implemented ASU 2014-09 Revenue from Contracts with Customers (Topic 606). Although the adoption of the new revenue standard had no significant impact on our results of operations, cash flows, or financial position, we did implement changes to our controls related to revenue. These included the development of new policies based on the five-step model provided in the new revenue standard, enhanced contract review requirements, and other ongoing monitoring activities. These controls were designed to provide assurance at a reasonable level of the fair presentation of our financial statements and related disclosures. There was no other change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.         Legal Proceedings

None.

Item 1A.      Risk Factors

We described the most significant risk factors applicable to the Company in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2017. We believe there have been no material changes from the risk factors disclosed in that Form 10-K.

15

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

On April 5, 2018, the Board of Directors authorized the repurchase of up to $3,000,000 of the Company’s common stock on or before March 31, 2020. The plan allows the repurchases to be made in open market or privately negotiated transactions. The plan does not obligate the Company to repurchase any particular number of shares and may be suspended at any time at the Company’s discretion.

Our share repurchase activity for the three months ended September 30, 2018, was as follows:

Issuer Purchases of Equity Securities

Period	Total number of shares purchased	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, 2018	16,005	$1.68	118,768	$2,789,403
August 1–31, 2018	7,620(a)	$1.84	124,526	$2,778,791
September 1–30, 2018	51,117(b)	$1.80	147,998	$2,736,563
Total	74,742	$1.77

(a) 

Includes 1,862 shares surrendered to the Company to satisfy statutory federal, state, and local tax withholding obligations arising from the vesting of a restricted stock awards. The shares were forfeited pursuant to the participant’s instructions in accordance with the terms of the applicable award agreement and the 2013 Plan and are not part of any publicly announced stock repurchase program.

(b) 

Includes 27,645 shares surrendered to the Company to satisfy statutory federal, state, and local tax withholding obligations arising from the vesting of a restricted stock awards. The shares were forfeited pursuant to the participant’s instructions in accordance with the terms of the applicable award agreement and the 2013 Plan and are not part of any publicly announced stock repurchase program.

 

Item 3.         Defaults upon Senior Securities

None.

Item 4.          Mine Safety Disclosures

Not applicable.

Item 5.          Other Information

None.

16

Item 6.          Exhibits

Unless otherwise indicated, all documents incorporated herein by reference to a document filed with the SEC pursuant to the Exchange Act are located under SEC file number 001-13471.

Exhibit Number	Description	Method of Filing
3.1	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
3.2	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*	2018 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-8 (file number 333-226670))	Incorporated by Reference
10.2*	Form of Non-Qualified Stock Option Agreement under 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed August 14, 2018)	Incorporated by Reference
10.3*	Form of Restricted Stock Unit Agreement under 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to current report on Form 8-K filed August 14, 2018)	Incorporated by Reference
31.1	Certification of Principal Executive Officer	Filed Electronically
31.2	Certification of Principal Financial and Accounting Officer	Filed Electronically
32	Section 1350 Certification	Furnished Electronically
101	The following materials from Insignia Systems, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Balance Sheets; (ii) Condensed Statements of Operations; (iii) Condensed Statements of Cash Flows; and (iv) Notes to Financial Statements.	Filed Electronically

* Management contract or compensation plan or arrangement required to be filed as an exhibit to this quarterly report on Form 10-Q.

17

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	INSIGNIA SYSTEMS, INC.
Dated:  November 14, 2018	/s/ Kristine A. Glancy
	Kristine A. Glancy
	President and Chief Executive Officer
	(on behalf of registrant)
Dated:  November 14, 2018	/s/ Jeffrey A. Jagerson
	Jeffrey A. Jagerson
	Chief Financial Officer and Treasurer
	(principal financial and accounting officer)

18

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Kristine A. Glancy, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Insignia Systems, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) 

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this report is being prepared; and

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: November 14, 2018	/s/ Kristine A. Glancy
	Kristine A. Glancy
	President and Chief Executive Officer
	(principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Jeffrey A. Jagerson, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Insignia Systems, Inc.;

2. 

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) 

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this report is being prepared; and

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. 

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) 

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: November 14, 2018	/s/ Jeffrey A. Jagerson
	Jeffrey A. Jagerson
	Chief Financial Officer and Treasurer
	(principal financial and accounting officer)

EX-32

Exhibit 32

SECTION 1350 CERTIFICATION

The undersigned certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)          The accompanying Quarterly Report on Form 10-Q for the period ended September 30, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)          The information contained in the accompanying Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2018	/s/ Kristine A. Glancy
	Kristine A. Glancy
	President and Chief Executive Officer
	(principal executive officer)
Date:  November 14, 2018	/s/ Jeffrey A. Jagerson
	Jeffrey A. Jagerson
	Chief Financial Officer and Treasurer
	(principal financial and accounting officer)

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 09, 2018
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, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding		11,839,774
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3

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CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets:
Cash and cash equivalents	$ 7,590,000	$ 4,695,000
Accounts receivable, net	11,294,000	11,864,000
Inventories	323,000	301,000
Income tax receivable	94,000	360,000
Prepaid expenses and other	335,000	415,000
Total Current Assets	19,636,000	17,635,000
Other Assets:
Property and equipment, net	3,049,000	2,670,000
Other, net	1,078,000	1,383,000
Total Assets	23,763,000	21,688,000
Current Liabilities:
Accounts payable	3,739,000	3,232,000
Accrued liabilities:
Compensation	1,503,000	1,531,000
Other	938,000	667,000
Deferred revenue	753,000	372,000
Total Current Liabilities	6,933,000	5,802,000
Long-Term Liabilities:
Deferred tax liabilities	236,000	245,000
Accrued income taxes	604,000	581,000
Deferred rent	173,000	219,000
Total Long-Term Liabilities	1,013,000	1,045,000
Commitments and Contingencies
Shareholders' Equity:
Common stock, par value $.01: Authorized shares - 40,000,000 Issued and outstanding shares - 11,848,000 at September 30, 2018 and 11,914,000 at December 31, 2017	118,000	119,000
Additional paid-in capital	15,345,000	15,361,000
Retained earnings (Accumulated deficit)	354,000	(639,000)
Total Shareholders' Equity	15,817,000	14,841,000
Total Liabilities and Shareholders' Equity	$ 23,763,000	$ 21,688,000

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CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	11,848,000	11,914,000
Common stock, shares outstanding	11,848,000	11,914,000

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CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Services revenues	$ 9,069,000	$ 7,353,000	$ 23,963,000	$ 17,169,000
Products revenues	386,000	370,000	1,156,000	1,170,000
Total Net Sales	9,455,000	7,723,000	25,119,000	18,339,000
Cost of services	5,569,000	4,700,000	14,937,000	12,624,000
Cost of goods sold	323,000	280,000	868,000	845,000
Total Cost of Sales	5,892,000	4,980,000	15,805,000	13,469,000
Gross Profit	3,563,000	2,743,000	9,314,000	4,870,000
Operating Expenses:
Selling	908,000	879,000	2,530,000	2,598,000
Marketing	703,000	409,000	1,873,000	1,262,000
General and administrative	1,106,000	1,004,000	3,580,000	2,871,000
Total Operating Expenses	2,717,000	2,292,000	7,983,000	6,731,000
Operating Income (Loss)	846,000	451,000	1,331,000	(1,861,000)
Other income	15,000	2,000	27,000	7,000
Income (Loss) Before Taxes	861,000	453,000	1,358,000	(1,854,000)
Income tax expense (benefit)	216,000	2,000	365,000	(580,000)
Net Income (Loss)	$ 645,000	$ 451,000	$ 993,000	$ (1,274,000)
Net income (loss) per share:
Basic	$ 0.05	$ 0.04	$ 0.08	$ (0.10)
Diluted	$ 0.05	$ 0.04	$ 0.08	$ (0.10)
Shares used in calculation of net income (loss) per share:
Basic	11,729,000	11,758,000	11,784,000	11,698,000
Diluted	12,012,000	11,777,000	12,026,000	11,698,000

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CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Operating Activities:
Net income (loss)	$ 993,000	$ (1,274,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	860,000	1,001,000
Changes in allowance for doubtful accounts	(16,000)	16,000
Deferred income tax expense	(9,000)	(205,000)
Stock-based compensation expense	277,000	317,000
Changes in operating assets and liabilities:
Accounts receivable	586,000	(2,040,000)
Inventories	(22,000)	(1,000)
Income tax receivable	266,000	355,000
Prepaid expenses and other	80,000	192,000
Accounts payable	408,000	777,000
Accrued liabilities	253,000	377,000
Income tax payable	0	20,000
Accrued income taxes	23,000	0
Deferred revenue	381,000	586,000
Net cash provided by operating activities	4,080,000	121,000
Investing Activities:
Purchases of property and equipment	(877,000)	(822,000)
Net cash used in investing activities	(877,000)	(822,000)
Financing Activities:
Cash dividends paid ($0.70 per share)	(14,000)	(8,177,000)
Proceeds from issuance of common stock	49,000	(14,000)
Repurchase of common stock upon vesting of restricted stock awards	(74,000)	0
Repurchase of common stock, net	(269,000)	0
Net cash used in financing activities	(308,000)	(8,191,000)
Increase (decrease) in cash and cash equivalents	2,895,000	(8,892,000)
Cash and cash equivalents at beginning of period	4,695,000	12,267,000
Cash and cash equivalents at end of period	7,590,000	3,375,000
Supplemental disclosures for cash flow information:
Cash paid during the period for income taxes	84,000	2,000
Non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable	$ 96,000	$ 115,000

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

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®), freshADSsm and other retailer approved promotional services, in-store marketing programs, and custom adhesive and non-adhesive signage materials directly to our retail customers.

Basis of Presentation. The accompanying unaudited financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. They do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, except as described herein, there has been no material change in the information disclosed in the notes to financial statements included in our financial statements as of and for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. 

Recently Adopted Accounting Pronouncements. Effective January 1, 2018, the Company adopted Financial Accounting Standards Board Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (“Topic 606”). Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition,” and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The adoption of ASU 2014-09, using the modified retrospective approach, had no significant impact on our results of operations, cash flows, or financial position. Revenue continues to be recognized for POPSigns ratably over the period of service, which is typically a two-week display cycle, and for sign card sales, at the time the products are shipped to customers. Additional information and disclosures required by this new standard are contained in Note 2, “Revenue.”

Inventories. Inventories are primarily comprised of sign cards, hardware and roll stock. Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method, and consisted of the following as of the dates indicated:

	September 30,		December 31,
	2018		2017
Raw materials	$	90,000	$	68,000
Work-in-process		3,000		10,000
Finished goods		230,000		223,000
	$	323,000	$	301,000

Property and Equipment. Property and equipment consisted of the following as of the dates indicated:

	September 30,			December 31,
	2018			2017
Property and Equipment:
Production tooling, machinery and equipment	$	4,087,000		$	4,003,000
Office furniture and fixtures		329,000			325,000
Computer equipment and software		2,726,000			2,680,000
Leasehold improvements		577,000			577,000
Construction in-progress		995,000			206,000
		8,714,000			7,791,000
Accumulated depreciation and amortization		(5,665,000	)		(5,121,000	)
Net Property and Equipment	$	3,049,000		$	2,670,000

Depreciation expense was approximately $188,000 and $555,000 in the three and nine months ended September 30, 2018, respectively, and $220,000 and $653,000 in the three and nine months ended September 30, 2017, respectively.

Stock-Based Compensation. We measure and recognize compensation expense for all stock-based payments at fair value. Restricted stock units and awards are valued at the closing market price of the Company’s stock on the date of the grant. We use the Black-Scholes option pricing model to determine the weighted average fair value of options and employee stock purchase plan rights. The determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.

On November 28, 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 an extraordinary cash dividend. On March 28, 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 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, 2018, stock option awards to purchase up to 119,515 shares were granted by the Company. The Company estimates the fair value of these awards using the following weighted average assumptions: expected life of 6.5 years, expected volatility of 51.21%, dividend yield of 0% and a risk-free rate interest rate of 2.80%. 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, 2018, the Company issued 297,515 restricted stock units under the 2013 Plan and the 2018 Equity Incentive Plan (the “2018 Plan”). The shares underlying the awards were assigned a value of $1.77 and $1.95 per share, which was the closing price of our common stock on the date of grants. These awards are scheduled to vest over three years or four years with the first vesting in year two. During the nine months ended September 30, 2017, the Company issued 143,424 restricted stock units under the 2013 Plan. The shares underlying the awards made in 2017 were assigned weighted average values of $1.13 per share based on the closing price of our common stock on the applicable dates of grant and are scheduled to vest over two years.

During the nine months ended September 30, 2018, no restricted stock was issued. 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 awards were assigned a value of $1.09 per share, which was the closing price of our common stock on the date of grant and are scheduled to vest over the two years following the date of grant.

During July 2018, non-employee members of the Board of Directors received restricted stock grants totaling 46,152 shares pursuant to the 2018 Plan. The shares underlying the awards were assigned a value of $1.95 per share, which was the closing price of our common stock on the date of grants, for a total value of $90,000, and are scheduled to vest the day immediately preceding the date of the next annual shareholder meeting.  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.

Total stock-based compensation expense recorded for the three and nine months ended September 30, 2018 was $128,000 and $277,000, respectively, and for the three and nine months ended September 30, 2017 was $43,000 and $317,000, respectively.

During the three and nine months ended September 30, 2018, there were approximately 900 shares issued pursuant to stock option exercises, for which the Company received proceeds of $1,000. During the three and nine months ended September 30, 2017, there were no options exercised. A portion of the stock option exercises in the three and nine months ended September 30, 2018 were completed on a cashless basis.

The Company estimated the fair value of stock-based awards granted during the nine months ended September 30, 2018, under the Company’s employee stock purchase plan using the following weighted average assumptions: expected life of 1.0 years, expected volatility of 66%, dividend yield of 0% and risk-free interest rate of 1.83%.

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 305,000 and 265,000 shares of common stock with a weighted average exercise price of $2.66 and $3.22, respectively, were outstanding at September 30, 2018 and were not included in the computation of common stock equivalents for the three and nine months ended September 30, 2018 because their exercise prices were higher than the average fair market value of the common stock during the reporting 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 all stock options were anti-dilutive for that period.

Weighted average common shares outstanding for the three and nine months ended September 30, 2018 and 2017 were as follows:

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2018		2017		2018		2017
Denominator for basic net income (loss) per share -   weighted average shares		11,729,000		11,758,000		11,784,000		11,698,000
Effect of dilutive securities:
Stock options and restricted stock units and awards		283,000		19,000		242,000		—
Denominator for diluted net income (loss) per share -   weighted average shares		12,012,000		11,777,000		12,026,000		11,698,000

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, $14,000 was paid on May 15, 2017, and an additional $14,000 was paid on May 15, 2018.

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Revenue Recognition

9 Months Ended

Sep. 30, 2018

Revenue Recognition [Abstract]

Revenue Recognition

Under Topic 606, revenue is measured based on consideration specified in the contract with a customer, adjusted for any applicable estimates of variable consideration and other factors affecting the transaction price, including noncash consideration, consideration paid or payable to a customer and significant financing components. Revenue from all customers is recognized when a performance obligation is satisfied by transferring control of a distinct good or service to a customer, as further described below under “Performance Obligations.”

Taxes collected from customers and remitted to governmental authorities are excluded from revenue on the net basis of accounting.

The Company includes shipping and handling fees in revenues. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold.

The majority of the Company’s accounts receivable is due from companies in the consumer-packaged goods industry. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are due within 30-150 days and are stated at amounts due from customers, net of an allowance for doubtful accounts.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account under Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following is a description of our performance obligations included in our primary revenue streams and the timing or method of revenue recognition for each:

POPSign Services. Our primary source of revenue is from marketing in-store advertising programs and services primarily to consumer-packaged goods (“CPG”) manufacturers. We provide a service of displaying promotional signs in close proximity to the manufacturer’s product in participating stores, which we maintain in two-to-four-week cycle increments. Our in-store marketing programs include POPSigns and freshADS (together referred to herein as “POPSign services”).

Each of the individual activities under our POPSign services, including production activities, are inputs to an integrated sign display service. As such, each POPSign service represents a single performance obligation. Customers receive and consume the benefits from the promotional displays over the duration of the contracted display cycle. Additionally, the display of the signs does not have an alternative use to us and we have an enforceable right to payment for services performed to date. As a result, we recognize the transaction price for our POPSign service performance obligations as revenue over time. Given the nature of our performance obligations is to provide a display service over the duration of a specified period or periods, we recognize revenue on a straight-line basis over the display service period as it best reflects the timing of transfer of our POPSign services.

Other Service Revenues. The Company also supplies CPG manufactures with other miscellaneous retailer approved promotional services and sign solutions. These services are more customized than the POPSign program, consisting of variable durations and variable specifications. Due to the variable nature of these services, revenue recognition is a mix of over time and point in time recognition.

Products. We also sell custom adhesive and non-adhesive signage materials directly to our customers. Each such product is a distinct performance obligation. Revenue is recognized at a point in time upon shipment, when control of the goods transfers to the customer.

Disaggregation of Revenue

In the following table, revenue is disaggregated by major revenue stream and timing of revenue recognition.

	Three months ended September 30, 2018						Nine months ended September 30, 2018
	Services Revenues		Products Revenue		Total Revenue		Services Revenues		Products Revenue		Total Revenue
Timing of revenue recognition:
Products and services transferred over time	$	8,016,000		—	$	8,016,000	$	21,883,000		—	$	21,883,000
Products and services transferred at a point in time	$	1,053,000	$	386,000	$	1,439,000	$	2,080,000	$	1,156,000	$	3,236,000
Total	$	9,069,000	$	386,000	$	9,455,000	$	23,963,000	$	1,156,000	$	25,119,000

Contract Costs

Sales commissions that are paid to internal or external sales representatives are eligible for capitalization as they are incremental costs that would not have been incurred without entering into a specific sales arrangement and are recoverable through the expected margin on the transaction. The Company is applying the practical expedient in Accounting Standards Codification 340-40-25-4 that allows the incremental costs of obtaining a contract to be recorded as an expense when incurred when the amortization period of the asset that would have otherwise been recognized is one year or less. These costs are included in selling expenses.

Deferred Revenue

Significant changes in deferred revenue during the period are as follows: 

Balance at December 31, 2017	$	372,000
Reclassification of beginning deferred revenue to revenue, as a result of performance obligations satisfied		(122,000	)
Cash received in advance and not recognized as revenue		503,000
Cumulative catch-up from a change in the timeframe for recognition of revenue arising from deferred revenue		—
Balance at September 30, 2018	$	753,000

Transaction Price Allocated to Remaining Performance Obligations

The Company applies the practical expedient in paragraph 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less, which reflect the majority of our performance obligations. This practical expedient is being applied to arrangements for certain uncompleted POPSign services and unshipped custom signage materials. Of those contracts with an expected duration of greater than one year, we estimate that revenue of $11,000 and $3,989,000 related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2018 will be recognized during the remainder of fiscal 2018 and in fiscal 2019 or beyond, respectively.

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Selling Arrangement

9 Months Ended

Sep. 30, 2018

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, 2018 and 2017, respectfully, and is expected to be $400,000 per year in 2019 and 2020 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.

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Income Taxes

9 Months Ended

Sep. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

For the three and nine months ended September 30, 2018, the Company recorded income tax expense of $216,000 and $365,000 or 25.1% and 26.9% of income before taxes, respectively. 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, respectively. The income tax expense for the three and nine months ended September 30, 2018 and 2017 is comprised of federal and state income taxes. The primary differences between the Company’s September 30, 2018 and 2017 effective tax rates and the statutory federal rate are expenses related to stock-based compensation and nondeductible meals and entertainment and for the three and nine months ended September 30, 2017, a valuation allowance was recognized as it was determined that it is more likely than not that the Company will not realize the full amount of its net deferred tax assets. There was no impact for income taxes related to the valuation allowance for the three and nine months ended September 30, 2018. The Company’s statutory federal rate decreased to 21% in 2018 from 35% in 2017 due to the Tax Cuts and Jobs Act enacted in 2017. 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. At both December 31, 2017 and September 30, 2018, the Company had a valuation allowance of approximately $108,000 as a result of certain capital losses and state net operating losses carried forward which the Company does not believe are more likely than not to be realized.

As of September 30, 2018 and December 31, 2017, the Company had unrecognized tax benefits totaling $604,000 and $581,000, 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 $604,000. Due to the current statute of limitations regarding the unrecognized tax benefits, the unrecognized tax benefits and associated interest is not expected to change significantly in 2018.

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Concentrations

9 Months Ended

Sep. 30, 2018

Risks and Uncertainties [Abstract]

Concentrations

During the nine months ended September 30, 2018 two customers accounted for 24% and 22%, respectively, of the Company’s total net sales. During the nine months ended September 30, 2017, one customer accounted for 27% of the Company’s total net sales. At September 30, 2018, three customers accounted for 24%, 17% and 15%, respectively, of the Company’s total accounts receivable. At December 31, 2017, three customers represented 29%, 12% and 11%, respectively, of the Company’s total accounts receivable.

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.

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Recently Issued Accounting Pronouncements

9 Months Ended

Sep. 30, 2018

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases, under which lessees will recognize most leases on the balance sheet. This will generally increase reported assets and liabilities. This ASU is effective for the Company’s annual and interim periods beginning January 1, 2019. The original guidance required application on a modified retrospective basis with the earliest period presented. In August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which includes an option to not restate comparative periods in transition and elect to use the effective date of ASC 842, Leases, as the date of initial application of transition. Based on the effective date, this guidance will apply and the Company will adopt this ASU beginning on January 1, 2019 using the transition option provided under ASU 2018-11The Company has performed a review of the requirements of the new guidance and has identified which of its leases will be within the scope of ASU 2016-02.  The Company is working through an adoption plan which includes a review of lease contracts, applying the new standard to the lease contracts and comparing the results to our current accounting.  As part of this, we are assessing changes that might be necessary to processes, and internal controls to capture new data and address changes in financial reporting. Effective January 1, 2019, the Company will be revising its lease accounting policy disclosures to reflect the requirements of ASU 2016-02. The Company estimates the impact of the adoption will be an increase of approximately $450,000 to $500,000 to both assets and liabilities on the balance sheet, with no material net impact to the statement of operations. We also expect additional qualitative and quantitative disclosures will be required upon adoption.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2018

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®), freshADSsm and other retailer approved promotional services, in-store marketing programs, and custom adhesive and non-adhesive signage materials directly to our retail customers.

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. They do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, except as described herein, there has been no material change in the information disclosed in the notes to financial statements included in our financial statements as of and for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. 

Recently Adopted Accounting Pronouncements

Effective January 1, 2018, the Company adopted Financial Accounting Standards Board Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (“Topic 606”). Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition,” and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The adoption of ASU 2014-09, using the modified retrospective approach, had no significant impact on our results of operations, cash flows, or financial position. Revenue continues to be recognized for POPSigns ratably over the period of service, which is typically a two-week display cycle, and for sign card sales, at the time the products are shipped to customers. Additional information and disclosures required by this new standard are contained in Note 2, “Revenue.”

Inventories

Inventories are primarily comprised of sign cards, hardware and roll stock. Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method, and consisted of the following as of the dates indicated:

	September 30,		December 31,
	2018		2017
Raw materials	$	90,000	$	68,000
Work-in-process		3,000		10,000
Finished goods		230,000		223,000
	$	323,000	$	301,000

Property and Equipment

Property and equipment consisted of the following as of the dates indicated:

	September 30,			December 31,
	2018			2017
Property and Equipment:
Production tooling, machinery and equipment	$	4,087,000		$	4,003,000
Office furniture and fixtures		329,000			325,000
Computer equipment and software		2,726,000			2,680,000
Leasehold improvements		577,000			577,000
Construction in-progress		995,000			206,000
		8,714,000			7,791,000
Accumulated depreciation and amortization		( 5,665,000	)		( 5,121,000	)
Net Property and Equipment	$	3,049,000		$	2,670,000

Depreciation expense was approximately $188,000 and $555,000 in the three and nine months ended September 30, 2018, respectively, and $220,000 and $653,000 in the three and nine months ended September 30, 2017, respectively.

Stock-Based Compensation

Stock-Based Compensation. We measure and recognize compensation expense for all stock-based payments at fair value. Restricted stock units and awards are valued at the closing market price of the Company’s stock on the date of the grant. We use the Black-Scholes option pricing model to determine the weighted average fair value of options and employee stock purchase plan rights. The determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.

On November 28, 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 an extraordinary cash dividend. On March 28, 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 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, 2018, stock option awards to purchase up to 119,515 shares were granted by the Company. The Company estimates the fair value of these awards using the following weighted average assumptions: expected life of 6.5 years, expected volatility of 51.21%, dividend yield of 0% and a risk-free rate interest rate of 2.80%. 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, 2018, the Company issued 297,515 restricted stock units under the 2013 Plan and the 2018 Equity Incentive Plan (the “2018 Plan”). The shares underlying the awards were assigned a value of $1.77 and $1.95 per share, which was the closing price of our common stock on the date of grants. These awards are scheduled to vest over three years or four years with the first vesting in year two. During the nine months ended September 30, 2017, the Company issued 143,424 restricted stock units under the 2013 Plan. The shares underlying the awards made in 2017 were assigned weighted average values of $1.13 per share based on the closing price of our common stock on the applicable dates of grant and are scheduled to vest over two years.

During the nine months ended September 30, 2018, no restricted stock was issued. 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 awards were assigned a value of $1.09 per share, which was the closing price of our common stock on the date of grant and are scheduled to vest over the two years following the date of grant.

During July 2018, non-employee members of the Board of Directors received restricted stock grants totaling 46,152 shares pursuant to the 2018 Plan. The shares underlying the awards were assigned a value of $1.95 per share, which was the closing price of our common stock on the date of grants, for a total value of $90,000, and are scheduled to vest the day immediately preceding the date of the next annual shareholder meeting.  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.

Total stock-based compensation expense recorded for the three and nine months ended September 30, 2018 was $128,000 and $277,000, respectively, and for the three and nine months ended September 30, 2017 was $43,000 and $317,000, respectively.

During the three and nine months ended September 30, 2018, there were approximately 900 shares issued pursuant to stock option exercises, for which the Company received proceeds of $1,000. During the three and nine months ended September 30, 2017, there were no options exercised. A portion of the stock option exercises in the three and nine months ended September 30, 2018 were completed on a cashless basis.

The Company estimated the fair value of stock-based awards granted during the nine months ended September 30, 2018, under the Company’s employee stock purchase plan using the following weighted average assumptions: expected life of 1.0 years, expected volatility of 66%, dividend yield of 0% and risk-free interest rate of 1.83%.

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 305,000 and 265,000 shares of common stock with a weighted average exercise price of $2.66 and $3.22, respectively, were outstanding at September 30, 2018 and were not included in the computation of common stock equivalents for the three and nine months ended September 30, 2018 because their exercise prices were higher than the average fair market value of the common stock during the reporting 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 all stock options were anti-dilutive for that period.

Weighted average common shares outstanding for the three and nine months ended September 30, 2018 and 2017 were as follows:

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2018		2017		2018		2017
Denominator for basic net income (loss) per share -   weighted average shares		11,729,000		11,758,000		11,784,000		11,698,000
Effect of dilutive securities:
Stock options and restricted stock units and awards		283,000		19,000		242,000		—
Denominator for diluted net income (loss) per share -   weighted average shares		12,012,000		11,777,000		12,026,000		11,698,000

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, $14,000 was paid on May 15, 2017, and an additional $14,000 was paid on May 15, 2018.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Schedule Of Inventories

	September 30,		December 31,
	2018		2017
Raw materials	$	90,000	$	68,000
Work-in-process		3,000		10,000
Finished goods		230,000		223,000
	$	323,000	$	301,000

Schedule of Property and Equipment

	September 30,			December 31,
	2018			2017
Property and Equipment:
Production tooling, machinery and equipment	$	4,087,000		$	4,003,000
Office furniture and fixtures		329,000			325,000
Computer equipment and software		2,726,000			2,680,000
Leasehold improvements		577,000			577,000
Construction in-progress		995,000			206,000
		8,714,000			7,791,000
Accumulated depreciation and amortization		( 5,665,000	)		( 5,121,000	)
Net Property and Equipment	$	3,049,000		$	2,670,000

Schedule Of Weighted Average Common Shares Outstanding

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2018		2017		2018		2017
Denominator for basic net income (loss) per share -   weighted average shares		11,729,000		11,758,000		11,784,000		11,698,000
Effect of dilutive securities:
Stock options and restricted stock units and awards		283,000		19,000		242,000		—
Denominator for diluted net income (loss) per share -   weighted average shares		12,012,000		11,777,000		12,026,000		11,698,000

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Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2018

Revenue Recognition Tables Abstract

Disaggregation of Revenue

	Three months ended September 30, 2018						Nine months ended September 30, 2018
	Services Revenues		Products Revenue		Total Revenue		Services Revenues		Products Revenue		Total Revenue
Timing of revenue recognition:
Products and services transferred over time	$	8,016,000		—	$	8,016,000	$	21,883,000		—	$	21,883,000
Products and services transferred at a point in time	$	1,053,000	$	386,000	$	1,439,000	$	2,080,000	$	1,156,000	$	3,236,000
Total	$	9,069,000	$	386,000	$	9,455,000	$	23,963,000	$	1,156,000	$	25,119,000

Schedule of Changes in Deferred Revenue

Balance at December 31, 2017	$	372,000
Reclassification of beginning deferred revenue to revenue, as a result of performance obligations satisfied		(122,000	)
Cash received in advance and not recognized as revenue		503,000
Cumulative catch-up from a change in the timeframe for recognition of revenue arising from deferred revenue		—
Balance at September 30, 2018	$	753,000

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Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Inventories
Raw materials	$ 90,000	$ 68,000
Work-in-process	3,000	10,000
Finished goods	230,000	223,000
Inventories	$ 323,000	$ 301,000

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Summary of Significant Accounting Policies (Details 1) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 8,714,000	$ 7,791,000
Accumulated depreciation and amortization	(5,665,000)	(5,121,000)
Net property and equipment	3,049,000	2,670,000
Production tooling, machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	4,087,000	4,003,000
Office furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	329,000	325,000
Computer equipment and software [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	2,726,000	2,680,000
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	$ 995,000	$ 206,000

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Summary of Significant Accounting Policies (Details 2) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Summary Of Significant Accounting Policies
Denominator for basic net income (loss) per share - weighted average shares	11,729,000	11,758,000	11,784,000	11,698,000
Effect of dilutive securities: Stock options and restricted stock units and awards	$ 283,000	$ 19,000	$ 242,000	$ 0
Denominator for diluted net income (loss) per share - weighted average shares	12,012,000	11,777,000	12,026,000	11,698,000

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended
	May 15, 2018	May 15, 2017	Jan. 06, 2017	Nov. 28, 2016	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 16, 2016
Depreciation expense					$ 188,000	$ 220,000	$ 555,000	$ 653,000
Stock-based awards granted, estimated life							1 year
Stock-based awards granted, expected volatility							66.00%
Stock-based awards granted, dividend yield							0.00%
Stock-based awards granted, risk-free interest rate							1.83%
Stock-based compensation expense					$ 128,000	$ 43,000	$ 277,000	317,000
Shares excluded from the computation of earnings per share					305,000	501,000	265,000
Special dividend per share				$ .70
Declared dividends									$ 8,233,000
Dividends paid	$ 14,000	$ 14,000	$ 8,163,000
Stock And Incentive Plan [Member]
Restricted stock units (in shares)					297,515
Stock And Incentive Plan [Member] | Exercise Price [Member]
Weighted average exercise price (in dollars per share)					$ 1.77
Vesting period					3 years
Stock And Incentive Plan [Member] | Exercise Price [Member]
Weighted average exercise price (in dollars per share)					$ 1.95
Vesting period					4 years
Omnibus Stock And Incentive Plan 2013 [Member]
Stock-based compensation expense for the modifications								$ 79,000
Stock option awards granted							119,515
Stock-based awards granted, estimated life							6 years 6 months
Stock-based awards granted, expected volatility							51.21%
Stock-based awards granted, dividend yield							0.00%
Stock-based awards granted, risk-free interest rate							2.80%
Stock option awards exercised					900	0	900	0
Omnibus Stock And Incentive Plan 2013 [Member] | Restricted Stock [Member]
Restricted stock units (in shares)								60,000
Weighted average exercise price (in dollars per share)								$ 1.09
Vesting period								2 years
Omnibus Stock And Incentive Plan 2013 [Member] | Restricted Stock Units R S U [Member]
Restricted stock units (in shares)								143,424
Weighted average exercise price (in dollars per share)								$ 1.13
Vesting period								2 years

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Revenue Recognition (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Services revenues	$ 9,069,000	$ 7,353,000	$ 23,963,000	$ 17,169,000
Products revenues	386,000	370,000	1,156,000	1,170,000
Total Net Sales	9,455,000	$ 7,723,000	25,119,000	$ 18,339,000
Products and services transferred over time
Services revenues	8,016,000		21,883,000
Products revenues	0		0
Total Net Sales	8,016,000		21,883,000
Products and services transferred at a point in time
Services revenues	1,053,000		2,080,000
Products revenues	386,000		1,156,000
Total Net Sales	$ 1,439,000		$ 3,236,000

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Revenue Recognition (Details 1)	9 Months Ended
	Sep. 30, 2018 USD ($)
Revenue Recognition Details Abstract
Deferred revenue, beginning	$ 372,000
Reclassification of beginning deferred revenue to revenue, as a result of performance obligations satisfied.	(122,000)
Cash received in advance and not recognized as revenue	503,000
Cumulative catch-up from a change in the timeframe for recognition of revenue arising from deferred revenue	0
Deferred revenue, ending	$ 753,000

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Revenue Recognition (Details Narrative)	Sep. 30, 2018 USD ($)
2018
Performance obligation revenue to be recognized	$ 11,000
2019
Performance obligation revenue to be recognized	$ 3,989,000

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Selling Arrangement (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	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
2019	400,000		400,000
2020	400,000		400,000
2021	$ 117,000		$ 117,000

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Income Taxes (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 216,000	$ 2,000	$ 365,000	$ (580,000)
Income tax rate, percentage	25.10%	0.40%	26.90%	31.30%
Deferred tax asset valuation allowance	$ 108,000		$ 108,000		$ 108,000
Unrecognized tax benefits	$ 604,000		$ 604,000		$ 581,000

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Concentrations (Details Narrative)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Sales Revenue Net [Member] | Customer One [Member]
Concentration Risk [Line Items]
Customer's concentration risk percentage	24.00%	27.00%
Sales Revenue Net [Member] | Customer Two [Member]
Concentration Risk [Line Items]
Customer's concentration risk percentage	22.00%
Accounts Receivable [Member] | Customer One [Member]
Concentration Risk [Line Items]
Customer's concentration risk percentage	24.00%		29.00%
Accounts Receivable [Member] | Customer Two [Member]
Concentration Risk [Line Items]
Customer's concentration risk percentage	17.00%		12.00%
Accounts Receivable [Member] | Customer Three [Member]
Concentration Risk [Line Items]
Customer's concentration risk percentage	15.00%		11.00%