$TULP

INSIGNIA SYSTEMS INC/MN

CIK:0000875355|SEC Filings

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2025	Jun. 30, 2026	Dec. 31, 2024
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
Revenue, net	$ 35,622,000	$ 48,130,000	$ 37,773,000
Cost of goods sold	26,342,000	40,241,000	31,264,000
Gross profit	9,280,000	7,889,000	6,509,000
Sales, general and administrative expenses	5,363,000	11,589,000	13,226,000
Goodwill impairment		11,122,000
Intangible asset impairment		2,043,000
Operating (loss) profit	3,917,000	(16,865,000)	(6,717,000)
Foreign currency transaction loss (gain), net	366,000	419,000	(400,000)
Interest expense, net	1,905,000	3,652,000	2,969,000
Gain on settlement of debt		(7,005,000)
Other expense (income), net	23,000	31,000	(56,000)
(Loss) income from continuing operations before income taxes	1,623,000	(13,962,000)	(9,230,000)
Income tax benefit	(313,000)	(579,000)	(2,329,000)
Net (loss) income from continuing operations	1,936,000	(13,383,000)	(6,901,000)
Income from discontinued operations, net of tax	33,000		224,000
Net (loss) income including noncontrolling interest	1,969,000	(13,383,000)	(6,677,000)
Less: Net (loss) income attributable to noncontrolling interest	473,000	(2,203,000)	(934,000)
Net (loss) income attributable to Bloomia Holdings, Inc.	1,496,000	(11,180,000)	(5,743,000)
Other comprehensive (loss) income (foreign currency translation)	932,000	(341,000)	(11,000)
Less: Comprehensive (loss) income attributable to noncontrolling interest	173,000	(63,000)	(2,000)
Comprehensive (loss) income attributable to Bloomia Holdings, Inc.	$ 2,255,000	$ (11,458,000)	$ (5,752,000)
Net (loss) income per basic share attributable to Bloomia Holdings, Inc.:
Continuing operations (in dollars per share)	$ 0.83	$ (4.43)	$ (3.37)
Discontinued operations (in dollars per share)	0.02		0.13
Basic earnings per share (in dollars per share)	0.85	(4.43)	(3.24)
Net (loss) income per diluted share attributable to Bloomia Holdings, Inc.:
Continuing operations (in dollars per share)	0.81	(4.43)	(3.37)
Discontinued operations (in dollars per share)	0.02		0.13
Diluted earnings per share (in dollars per share)	$ 0.82	$ (4.43)	$ (3.24)
Weighted average shares used in calculation of net (loss) income per share:
Basic (in shares)	1,770,000	2,521,000	1,770,000
Diluted (in shares)	1,814,000	2,521,000	1,770,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2025	Jun. 30, 2026	Dec. 31, 2024
Operating Activities
Net (loss) income including noncontrolling interest	$ 1,969,000	$ (13,383,000)	$ (6,677,000)
Adjustments to reconcile net (loss) income including noncontrolling interest to net cash (used in) provided by operating activities:
Depreciation and amortization	1,683,000	3,629,000	2,641,000
Amortization of deferred financing costs	53,000	103,000	95,000
Gain on settlement of debt		(7,005,000)
Goodwill impairment		11,122,000
Intangible asset impairment		2,043,000
Provision for credit loss	24,000	40,000	108,000
Provision for inventory		562,000
Stock-based compensation expense	42,000	45,000	60,000
Non-cash paid in-kind interest expense	874,000	1,683,000	1,400,000
Non-cash operating lease expense	241,000	450,000	1,278,000
Deferred income taxes	(632,000)	(970,000)	(3,080,000)
Equity method investment loss (income)		17,000	(37,000)
Other non-cash items	(145,000)		84,000
Increase (decrease) in cash resulting from changes in:
Accounts receivable, net	(2,905,000)	(707,000)	1,079,000
Inventories	6,306,000	804,000	(877,000)
Prepaid expenses and other current and noncurrent assets	(1,363,000)	(2,676,000)	325,000
Accounts payable	(1,372,000)	1,073,000	1,257,000
Accrued compensation	(105,000)	93,000	(1,980,000)
Accrued expenses and other current liabilities	3,332,000	(904,000)	204,000
Net cash (used in) provided by operating activities of continuing operations	8,002,000	(3,981,000)	(4,120,000)
Net cash provided by operating activities of discontinued operations			68,000
Net cash (used in) provided by operating activities	8,002,000	(3,981,000)	(4,052,000)
Investing Activities
Purchases of property and equipment	(279,000)	(433,000)	(1,170,000)
Acquisition of Bloomia, net of cash acquired			(34,178,000)
Receipts of escrow receivable			200,000
Net cash used in investing activities	(279,000)	(433,000)	(35,148,000)
Financing Activities
Proceeds from term loan			18,000,000
Proceeds from revolving debt		10,315,000	13,026,000
Proceeds from related party note	250,000	5,350,000	3,500,000
Repayments of seller note		(5,846,000)	(2,700,000)
Repayments of term loan	(900,000)	(1,800,000)
Repayments of related party note	(400,000)	(1,200,000)
Repayments of revolving debt	(7,961,000)	(6,319,000)	(5,065,000)
Repayments of long-term debt	(33,000)	(69,000)	(1,350,000)
Principal payments on finance lease liabilities	(39,000)	(120,000)	(16,000)
Payment of financing costs			(513,000)
Proceeds from issuances of common stock		5,022,000
Net cash provided by (used in) financing activities	(9,083,000)	5,333,000	24,882,000
Effect of exchange rate changes on cash	507,000	(373,000)
Net increase (decrease) in cash and cash equivalents	(853,000)	546,000	(14,318,000)
Cash and cash equivalents, beginning of period	1,759,000	906,000	16,077,000
Cash and cash equivalents, end of period	906,000	1,452,000	1,759,000
Supplemental cash flow information
Cash paid for interest	904,000	1,878,000	1,626,000
Cash paid for income taxes, net of tax refunds	191,000	466,000	694,000
Non-cash investing and financing activities
Non-cash purchase consideration - Equity issuance of noncontrolling interest			2,990,000
Non-cash purchase consideration - Seller notes			15,451,000
Purchase of property and equipment included in accounts payable	57,000	8,000
Capitalized software included in accounts payable	$ 43,000
Purchase of property and equipment included in debt		61,000	$ 150,000
Debt extinguished through non-cash equity transactions		$ 7,609,000

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2026	Jun. 30, 2025
Current assets:
Cash and cash equivalents	$ 1,452,000	$ 906,000
Accounts receivable - net of allowances for credit losses of $108,000 and $122,000, respectively	5,791,000	5,124,000
Inventories	5,331,000	6,697,000
Prepaid expenses and other current assets	5,330,000	2,122,000
Total current assets	17,904,000	14,849,000
Noncurrent assets
Property and equipment, net	10,087,000	11,433,000
Equity-method investment	192,000	216,000
Goodwill	0	11,128,000
Intangible assets, net	21,238,000	24,806,000
Operating lease right-of-use assets	32,699,000	34,128,000
Finance lease right-of-use assets	1,934,000	310,000
Long-term receivable	120,000	240,000
Other assets	257,000	814,000
Total noncurrent assets	66,527,000	83,075,000
Total assets	84,431,000	97,924,000
Current liabilities:
Accounts payable	2,709,000	1,748,000
Accrued compensation	479,000	385,000
Accrued expenses and other current liabilities	3,740,000	4,934,000
Current portion of operating lease liabilities	1,407,000	1,193,000
Current portion of finance lease liabilities	388,000	71,000
Current portion of debt	1,870,000	1,870,000
Related party note payable		$ 3,559,000
Notes Payable, Current, Related Party [Extensible Enumeration]		Related Party [Member]
Total current liabilities	10,593,000	$ 13,760,000
Long-term liabilities:
Operating lease liabilities, net of current portion	32,509,000	33,709,000
Finance lease liabilities, net of current portion	1,667,000	254,000
Long-term debt, net	18,807,000	28,354,000
Related party notes payable	$ 1,025,000
Notes Payable, Noncurrent, Related Party [Extensible Enumeration]	Related Party [Member]
Deferred tax liabilities, net	$ 6,040,000	7,010,000
Total long-term liabilities	60,048,000	69,327,000
Commitments and contingencies (Note 15)
Stockholders' equity
Common stock, par value $0.01: Authorized shares - 10,000,000 at June 30, 2026 and 5,714,000 at June 30, 2025 Issued and outstanding shares - 4,831,000 at June 30, 2026 and 1,770,000 at June 30, 2025	48,000	17,000
Additional paid-in capital	28,880,000	16,278,000
Accumulated other comprehensive income	472,000	750,000
Accumulated deficit	(16,088,000)	(4,908,000)
Total stockholders' equity attributable to Bloomia Holdings, Inc.	13,312,000	12,137,000
Equity from noncontrolling interest	478,000	2,700,000
Total Stockholders' equity	13,790,000	14,837,000
Total Liabilities and Stockholders' equity	$ 84,431,000	$ 97,924,000