# Bloomia Holdings, Inc.: Form 10-K for the period ended Dec 31, 2011

- Company: [Bloomia Holdings, Inc.](/companies/tulp.md) (CIK 875355)
- Form: 10-K
- Filed: 2012-03-07
- Accepted by EDGAR: Mar 7, 2012, 17:03 ET
- Period: 2011-12-31
- Accession: 0000897101-12-000402
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/875355/000089710112000402/insignia116066_10k.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/875355/000089710112000402/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2011-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 12 months, 2011-01-01 to 2011-12-31 | $17.2m | us-gaap:Revenues |
| Cost of revenue | 12 months, 2011-01-01 to 2011-12-31 | $12.4m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 12 months, 2011-01-01 to 2011-12-31 | $4.8m | us-gaap:GrossProfit |
| Operating income | 12 months, 2011-01-01 to 2011-12-31 | $81.6m | us-gaap:OperatingIncomeLoss |
| Income tax | 12 months, 2011-01-01 to 2011-12-31 | $30.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 12 months, 2011-01-01 to 2011-12-31 | $51.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 12 months, 2011-01-01 to 2011-12-31 | $3.29 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 12 months, 2011-01-01 to 2011-12-31 | $3.35 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2011-01-01 to 2011-12-31 | 15,512,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2011-01-01 to 2011-12-31 | $58.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2011-01-01 to 2011-12-31 | $2.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 12 months, 2011-01-01 to 2011-12-31 | $31.3m | us-gaap:PaymentsOfDividends |
| Share repurchases | 12 months, 2011-01-01 to 2011-12-31 | $17.4m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2011-12-31 | $23.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2011-12-31 | $27.9m | us-gaap:AssetsCurrent |
| Total assets | at 2011-12-31 | $34.6m | us-gaap:Assets |
| Current liabilities | at 2011-12-31 | $5.2m | us-gaap:LiabilitiesCurrent |
| Shareholders' equity | at 2011-12-31 | $27.9m | us-gaap:StockholdersEquity |

## Business

As filed, 13,971 characters.

### General

Insignia Systems, Inc., (the “Company”) markets in-store advertising products, programs and services to consumer packaged goods manufacturers (customers) and retailers. The Company has been in business since 1990. Since 1998, the Company has been focusing on providing in-store advertising services through the Insignia Point-Of-Purchase Services (POPS) in-store advertising program. Insignia POPS® includes the Insignia POPSign® program.

Insignia’s POPSign is a national, account-specific, in-store, shelf-edge advertising program that has been shown to deliver significant sales increases. Funded by consumer packaged goods manufacturers, the program allows manufacturers to deliver vital product information to consumers at the point-of-purchase. The brand information is combined with each retailer’s store-specific prices and is displayed on the retailer’s unique sign format. The combining of manufacturer and retailer information produces a complete “call to action” that gets consumers the information they want and need to make purchasing decisions, while building store and brand equity.

For retailers, Insignia’s POPSign program is a source of incremental revenue and is the first in-store advertising program that delivers a complete “call to action” on a product-specific and store-specific basis. For consumer packaged goods manufacturers, Insignia’s POPSign program provides access to the optimum retail advertising site for their products – the retail shelf-edge. In addition, manufacturers benefit from significant sales increases, short lead times, micro-marketing capabilities, such as store-specific and multiple language options, and a wide variety of program features and enhancements that provide unique advertising advantages.

The Company’s Internet address is www.insigniasystems.com. The Company has made all of the reports it files with the SEC available free of charge on its Web site. The Company’s Web site is not incorporated by reference into this Report on Form 10-K. Copies of reports can also be obtained free of charge by requesting them from Insignia Systems, Inc., 8799 Brooklyn Boulevard, Minneapolis, Minnesota 55445; Attention: CFO; telephone 763-392-6200.

### Industry and Market Background

According to Point-Of-Purchase Advertising International (POPAI), an industry non-profit trade association, more than 70% of brand purchase decisions are being made in-store. As a result, product manufacturers are constantly seeking in-store vehicles to motivate consumers to buy their branded products. The Company’s market studies indicate that the shelf-edge sign represents the final and best opportunity for manufacturers to convince the consumer to buy.

Many consumers seek product information beyond price in order to make educated buying decisions. The Company’s marketing studies indicate the most effective sign contains information supplied by the product manufacturer in combination with the retailer’s price and design look.

### Company Products

### Insignia’s POPSign Program

Insignia’s POPSign program is an in-store, shelf-edge, point-of-purchase advertising program that enables manufacturers to deliver product-specific messages quickly and accurately – in designs and formats that have been pre-approved and supported by participating retailers. Insignia POPSign delivers vital product selling information from manufacturers, such as product uses and features, nutritional information, advertising tag lines and product images. The brand information is combined with the retailer’s store-specific prices and is displayed on the retailer’s unique sign format that includes its logo and store colors. Each sign is displayed directly in front of the manufacturer’s product in the participating retailer’s stores. The Company’s POPSign program offers special features and enhancements, such as Advantage and Custom Advantage headers that allow manufacturers to add visibility and highlight their brand message at-shelf. The Company offers Color POPSigns with customizable, image-building full-color graphics. Insignia UltraColor® POPSigns offer 75% more area for the full-color creative than Color POPSigns.

The Company sells its POPSign programs directly to consumer packaged goods manufacturers and to Valassis Sales and Marketing Services, Inc. (Valassis) for resale to consumer packaged goods manufacturers. POPSign programs are delivered to retailers participating in the Company’s POPSign retail network and to retailers under contract with Valassis and News America Marketing In-Store, LLC (News America).

Utilizing proprietary technology, the Company collects and organizes the data from manufacturers and retailers, then formats, prints and delivers the signs to its POPSign retailers and/or Valassis’ and News America’s contracted retailers for distribution and display. Store personnel place the signs at the shelf for display cycles in participating stores in Insignia’s contracted network of retailers. Personnel from a contracted third-party merchandising company place the signs at the shelf for display cycles in participating retail stores in Valassis’ and News America’s contracted network of retailers. The Company charges manufacturers for the signs placed in stores for each cycle. Retailers are paid a fee to display the signs and for product movement data provided to Insignia. The Company pays a fee to Valassis and News America for each program provided to retailers under contract with Valassis and News America.

### The Impulse Retail System and SIGNright Sign System

Prior to 1996, the Company’s primary product offering was the Impulse Retail System, a system developed by an independent product design and development firm. In 1996, the Company replaced the Impulse Retail System with the SIGNright Sign System. In 1998, the Company ceased the active domestic sales of the SIGNright Sign System, and in 2011, ceased selling SIGNright cardstock.

Cardstock for the Impulse Sign System is sold by the Company in a variety of sizes and colors that can be customized to include pre-printed custom artwork, such as a retailer’s logo. Approximately 3% of 2011 revenues came from the sale of cardstock. The Company expects this percentage to be comparable in future periods.

### Stylus Software

In late 1993, the Company introduced Stylus; a PC-based software application used by retailers to produce signs, labels, and posters. The Stylus software allows retailers to create signs, labels and posters by manually entering the information or by importing information from a database. Approximately 2% of 2011 revenues came from the sale of Stylus products and maintenance. The Company expects this percentage to be comparable in future periods.

### Laser Printer and Vinyl Label Supplies

The Company provides a comprehensive offering of laser printable cardstock and vinyl labels to retailers for their in-store signage and shelf-edge product information needs. Products include adhesive and non-adhesive supplies in a variety of colors, sizes and weights. Approximately 7% of 2011 revenues came from the sale of laser printer and vinyl label supplies. The Company expects this percentage to be comparable in future periods.

### Marketing and Sales

The Company directly markets the Insignia POPSign program to food and drug manufacturers and retailers. By utilizing the Insignia POPSign program, these manufacturers and retailers can easily accomplish what had previously been either impossible or extremely difficult: tailoring national in-store advertising programs to regional and local needs with minimal effort. In addition to the benefits provided to manufacturers and retailers, Insignia’s POPSign program provides consumers more information and clearer messages to aid in purchasing decisions. The Company believes its POPSign program is the most complete in-store advertising sign program available, benefiting consumer, retailer, and manufacturer.

The Company and Valassis are parties to an Exclusive Reseller Agreement, as amended, which defines a strategic alliance between the companies and is in effect through December 31, 2017. During 2007, Valassis received a five-year warrant to acquire 800,000 shares of Insignia’s common stock. On September 1, 2010, the entire warrant was exercised using the cashless exercise alternative provided for in the warrant and 281,511 shares of common stock were issued to Valassis.

Prior to April 1998, the Company marketed the Impulse Retail System and the SIGNright Sign System through telemarketing by in-house sales personnel and independent sales representatives. In May 1998, the Company discontinued the active marketing of the systems. The Company sells cardstock and supplies related to the Impulse Sign System to U.S. and international customers.

The Company markets its Stylus software in the United States and internationally primarily through resellers that integrate Stylus as an Open Database Connectivity design and publishing component into their retail data and information management software applications.

During 2011, 2010 and 2009, foreign sales accounted for less than 1% of total net sales each year. The Company expects sales to foreign distributors will be less than 1% of total net sales in 2012.

### Competition

### Insignia’s POPSign Program

The Insignia POPSign program faces intense competition for the marketing expenditures of branded product manufacturers for at-shelf advertising-related signage. We face significant competition from News America and Valassis, which provide at-shelf advertising and promotional signage, plus other smaller competitors. Although settlement of prior litigation with News America gives the Company additional opportunities to compete by offering signs with price in specific parts of News America’s retail network, the Company will continue to compete for advertising dollars with News America’s other at-shelf advertising and promotional signage offerings.

We believe the main strengths of the Insignia POPSign program in relation to its competitors are:

- the linking of manufacturers to retailers at a central coordination point
- providing a complete “call to action” service
- supplying product-specific and store-specific messages at the retail shelf
- delivering vital product information and store-specific prices
- short lead times
- significant sales increases

### Patents and Trademarks

The Company has developed and is using a number of trademarks, service marks, slogans, logos and other commercial symbols to advertise and sell its products. The Company owns U.S. registered trademarks for Insignia Systems, Inc. ® (and Design), Insignia POPS®, POPS Select®, Insignia POPSign®, Insignia ShelfPOPS®, UltraColor®, Stylus®, Stylus Work Center®, SIGNright®, Impulse®, DuraSign®, I-Care®, and Check This Out® and Color POPSign.®

The Company is in the process of obtaining trademark registrations in the United States for the trademark Insignia E-POPS.

The Company licenses the right to use a patented barcode on the sign cards for the Company’s Impulse Sign System. Neither revenues from this product line, nor royalties paid under the license agreement, are considered material.

Key employees are required to enter into nondisclosure and invention assignment agreements, and customers, vendors and other third parties also must agree to nondisclosure restrictions prior to disclosure of our trade secrets or other confidential or proprietary information.

### Product Development

Product development for Insignia’s POPSign program has been conducted internally and includes the proprietary data management and operations system, as well as the current offering of point-of-purchase and other advertising products. Ongoing internal systems enhancements, as well as the development of point-of-purchase and other advertising or promotional products, will be conducted utilizing both internal and external resources as appropriate.

The Stylus software product line remains a viable application for the Company’s retail customers. The Company performs development to keep Stylus current and updated to meet industry requirements.

### Customers

Nestle Co. and Valassis accounted for 33% and 12%, respectively, of the Company’s total net sales for the year ended December 31, 2011. Valassis, Nestle Co., and General Mills, Inc. accounted for 20%, 19% and 15%, respectively, of the Company’s total net sales for the year ended December 31, 2010. Valassis and General Mills, Inc. each accounted for 20% of the Company’s total net sales for the year ended December 31, 2009. Valassis is a reseller of the Company’s POPSign program to consumer packaged goods manufacturers.

### Backlog

Sales backlog on March 5, 2012 was approximately $6.1 million, the vast majority of which is for programs running during the remainder of 2012. The orders are believed to be firm, but there is no assurance that all of the backlog will actually result in revenues. Sales backlog on March 4, 2011 was approximately $6.0 million.

### Seasonality

The Company’s results of operations have fluctuated from quarter to quarter due to variations in net sales and operating expenses. There is no seasonal pattern to these fluctuations.

The results of operations fluctuate from quarter to quarter as a result of the following:

- The timing of promotional events for customers;
- Variations in the specific products which customers choose to advertise;
- Fluctuations in advertising budgets of customers and the amounts they commit to in-store advertising;
- Variations in the number of retailers in the Company’s network;
- Sales incentives to sales staff and strategic partners;
- Minimum program level commitments to retailers; and
- Professional fees related to litigation and other matters.

### Employees

As of March 5, 2012, the Company had 83 employees, including all full-time and part-time employees.

### Segment Reporting

The Company operates in a single reportable segment.

## Risk factors

As filed, 6,109 characters.

Our business faces significant risks, including the risks described below. If any of the events or circumstances described in the following risks occurs, our business, financial condition or results of operations could suffer, and the trading price of our common stock could decline.

### We Are Dependent On Our Contracts with Retailers And Our Ability To Renew Those Contracts When Their Terms Expire

On an ongoing basis, we negotiate renewals of various retailer contracts. Some of our retailer contracts require us to guarantee minimum payments. If we are unable to offer guarantees at the required levels in the new contracts, and the contracts are not renewed because of that reason or because of other reasons, it will have a material adverse effect on our operations and financial condition.

Our POPS business and results of operations could be adversely affected if the number of retailer partners decreases significantly or if the retailer partners fail to continue to perform their duties in placing and maintaining POPSigns at the shelf in their stores and providing product movement data to us.

### Our Results Are Dependent On Our Manufacturing Partners Continued Use Of Our POPS Program

We are largely dependent on our POPS program. Revenues from this program represented approximately 87%, 91% and 93% of total net sales for fiscal 2011, 2010 and 2009, respectively, which are purchased by branded product manufacturers. We expect the POPS program to represent a higher percentage in fiscal 2012 and future periods. Should brand manufacturers no longer perceive value in the POPS program, or if our POPS program does not continue to result in product sales increases, our business and results of operations would be adversely affected due to our heavy dependence on this program. Additionally, changes in economic conditions could result in reductions in advertising and promotional expenditures by branded product manufacturers, which, in turn, may result in decreased spending for the in-store advertising services we offer.

### We Face Significant Competition

We face significant competition from News America and Valassis, which provide at-shelf advertising and promotional signage. Although the settlement with News America gives us additional opportunities to compete by offering signs with price in News America’s network, we will continue to compete for advertising dollars with News America’s other at-shelf advertising and promotional signage offerings. News America and Valassis have significantly greater financial resources that can be used to market their products. Should our competitors succeed in obtaining more of the at-shelf advertising business from our current customers, our revenues and related operations would be adversely affected.

### Our Customers And Retailers May Be Susceptible To Changes In Economic Conditions

Our revenues are affected by our customers’ marketing and advertising spending and our revenues and results of operations may be subject to fluctuations based upon general economic conditions. Another economic downturn may reduce demand for our products and services or depress pricing of those products and services and have an adverse effect on our results of operations. Retailers may be impacted by changes in consumer spending as well, which may adversely impact our ability to renew contracts with our existing retailers as well as contract with new retailers on terms which are acceptable. In addition, if we are unable to successfully anticipate changing economic conditions, we may be unable to effectively plan for and respond to those changes, and our business could be negatively affected.

### We Have Been Involved In Major Litigation

For the past several years, we had been involved in major litigation with News America. During 2011, the Company and News America entered into a settlement agreement to resolve the antitrust and false advertising lawsuit that had been outstanding for several years. Although the Company obtained a significant settlement in 2011, if future disputes with News America, or other companies, arise, it could have a material adverse effect on our Company. Additionally, although we are hopeful that litigation will not be a major risk to our Company going forward, mitigation of this risk factor depends, in part, on the ability of News America and us to work together under our exclusive agreement to sell signs with price into News America’s network of retailers.

### Our Results Are Dependent On The Success Of Our Relationship With Valassis And Our Selling Arrangement With News America

Our strategic alliance with Valassis offers an expanded network of retailers for placement of in-store advertising and has thus far has resulted in increased revenues for the Company. If our partnership with Valassis does not continue to be successful, our revenue levels and our participating retailer network could be adversely affected.

Additionally, our results will depend, in part, on the success of our sales and marketing efforts as News America’s exclusive agent for signs with price into the News America network of retailers and upon our ability to successfully integrate the operational aspects of the programs. Additionally, if disputes with News America arise in the future regarding the operational aspects of our agreement, it could have an adverse effect on the Company.

### Our Results Of Operations May Be Subject To Significant Fluctuations

Our quarterly and annual operating results have fluctuated in the past and may vary in the future due to a wide variety of factors including:

- the addition or loss of contracts with retailers;
- the timing of seasonal events for customers or the loss of customers;

8

- the timing of new retail stores being added;
- the timing of additional selling, marketing and general and administrative expenses; and
- competitive conditions in our industry.

Due to these factors, our quarterly and annual net sales, expenses and results of operations could vary significantly in the future and this could adversely affect the market price of our common stock.

## Properties

As filed, 255 characters.

The Company currently leases approximately 41,000 square feet of office and warehouse space in suburban Minneapolis, Minnesota, through February 29, 2016. The Company believes that the 41,000 square feet of space will meet the Company’s foreseeable needs.

## Legal proceedings

As filed, 1,251 characters.

On February 9, 2011, the Company and News America entered into a settlement agreement to resolve the antitrust and false advertising lawsuit that had been outstanding for several years. Pursuant to the settlement agreement, News America paid the Company $125,000,000, and the Company paid 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.

During the year ended December 31, 2011, the Company incurred legal fees of $1,588,000, excluding the contingent fees paid in connection with the Company’s 2011 settlement with News America. The amount of legal fees and expenses incurred in connection with the lawsuit against News America were significant throughout the first half of 2011 due to trial preparation, start of the trial and settlement activities. Legal fees and expenses are expensed as incurred and are included in general and administrative expenses in the statements of operations.

The Company is subject to various other legal proceedings in the normal course of business. Management believes the outcome of these proceedings will not have a material adverse effect on the Company’s financial position or results of operations.

## Management's discussion and analysis

As filed, 29,740 characters.

The following discussion should be read in conjunction with the financial statements and the related notes included in this Report. This Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those in such forward-looking statements as a result of many factors, including those discussed in “Forward-Looking Statements” and elsewhere in this Report.

### Impact Of The Current Economic Environment

The Company may be adversely affected by the economic environment in the future if spending levels of its customers are reduced or it is unable to renew contracts with existing retailers or contract with new retailers on terms which are acceptable.

### 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.

| Year Ended December 31 | 2011 | 2010 | 2009 |
| --- | ---: | ---: | ---: |
| Net sales | 100.0% | 100.0% | 100.0% |
| Cost of sales | 72.0 | 49.4 | 46.7 |
| Gross profit | 28.0 | 50.6 | 53.3 |
| Operating expenses: |  |  |  |
| Selling | 33.4 | 23.6 | 23.0 |
| Marketing | 9.9 | 5.5 | 5.4 |
| General and administrative | 31.9 | 18.5 | 16.7 |
| Insurance settlement proceeds | — | — | (4.8) |
| Gain on litigation settlement, net | (520.9) | — | — |
| Total operating expenses | (445.7) | 47.6 | 40.3 |
| Operating income | 473.7 | 3.0 | 13.0 |
| Other income | 0.4 | 0.1 | 0.3 |
| Income before taxes | 474.1 | 3.1 | 13.3 |
| Income tax (expense) benefit | (177.6) | 18.9 | (0.4) |
| Net income | 296.5% | 22.0% | 12.9% |

### Fiscal 2011 Compared to Fiscal 2010

***Net Sales.*** Net sales for the year ended December 31, 2011 decreased 42.6% to $17,233,000 compared to $30,007,000 for the year ended December 31, 2010.

Service revenues from our POPSign programs for the year ended December 31, 2011 decreased 44.8% to $15,032,000 compared to $27,231,000 for the year ended December 31, 2010. The decrease was primarily due to a 78% decrease in the number of signs placed as well as a 2% decrease in the average sign price. The expiration of the retailer contract with The Kroger Co. on December 31, 2010, had a significant impact on service revenues for the 2011 year. In 2010 and 2009, revenue recognized by advertising in Kroger stores was approximately $9,417,000 and $9,883,000, respectively. The impact of the arrangement to sell signs with price into News America’s network of retailers is expected to be more significant in 2012.

Product sales for the year ended December 31, 2011 decreased 20.7% to $2,201,000 compared to $2,776,000 for the year ended December 31, 2010. The decrease was primarily due to decreased sales of laser sign card and label supplies, thermal sign card supplies and Stylus software based upon decreased demand for these products from our customers.

***Gross Profit.*** Gross profit for the year ended December 31, 2011 decreased 68.2% to $4,818,000 compared to $15,171,000 for the year ended December 31, 2010. Gross profit as a percentage of total net sales decreased to 28.0% for 2011 compared to 50.6% for 2010.

Gross profit from our POPSign program revenues for the year ended December 31, 2011 decreased 71.0% to $4,129,000 compared to $14,248,000 for the year ended December 31, 2010. The decrease in gross profit from our POPSign program was primarily due to an increase in retailer expenses coupled with higher fixed costs relative to net sales. Gross profit as a percentage of POPSign program revenues decreased to 27.5% for 2011 compared to 52.3% for 2010, due primarily to the factors described above.

Gross profit from our product sales for the year ended December 31, 2011 decreased 25.4% to $689,000 compared to $923,000 for the year ended December 31, 2010. Gross profit as a percentage of product sales decreased to 31.3% for 2011 compared to 33.3% for 2010. The decreases were primarily due to decreased sales and the effect of fixed costs.

### Operating Expenses

***Selling.*** Selling expenses for the year ended December 31, 2011 decreased 18.8% to $5,753,000 compared to $7,082,000 for the year ended December 31, 2010, primarily due to lower commissions from lower sales volumes. Selling expenses as a percentage of total net sales increased to 33.4% in 2011 compared to 23.6% in 2010, primarily due to lower net sales in 2011.

***Marketing.*** Marketing expenses for the year ended December 31, 2011 increased 4.0% to $1,700,000 compared to $1,635,000 for the year ended December 31, 2010, primarily due to increased staffing-related expenses. Marketing expenses as a percentage of total net sales increased to 10.0% in 2011 compared to 5.5% in 2010, primarily due to the factors described above coupled with lower net sales in 2011.

***General and Administrative.*** General and administrative expenses for the year ended December 31, 2011 decreased 1.0% to $5,495,000 compared to $5,549,000 for the year ended December 31, 2010, primarily due to reduced legal fees of $493,000, partially offset by increased staffing-related expenses of $439,000. General and administrative expenses as a percentage of total net sales increased to 31.9% in 2011 compared to 18.5% in 2010, primarily due to lower net sales in 2011.

Legal fees were $1,588,000 for the year ended December 31, 2011 compared to $2,081,000 for the year ended December 31, 2010. The legal fees in each year were incurred primarily in connection with the News America litigation described elsewhere herein. The amount of legal fees and expenses that were incurred in connection with the lawsuit against News America were significant throughout the first half of 2011 in connection with trial preparation, commencement of the trial and settlement activities.

***Gain From Litigation Settlement, Net.*** During the year ended December 31, 2011, we settled a lawsuit with News America, for which we received $125,000,000. The $125,000,000 settlement was reduced by contingent legal fees of $31,250,000 that were paid by us to our lead trial counsel, as well as bonuses of $3,988,000 that were paid to employees, which produced the net amount recorded as Gain From Litigation Settlement, Net of $89,762,000.

***Other Income.*** Other income (net) for the year ended December 31, 2011 was $63,000 compared to other income of $17,000 for the year ended December 31, 2010. The increase in other income (net) in 2011 was primarily the result of increased interest income on higher cash equivalent balances throughout 2011.

***Income Taxes.*** During the year ended December 31, 2011, the Company recorded $30,606,000 of tax expense. The expense was mainly the result of the gain on the settlement of litigation with News America. During the year ended December 31, 2010, the Company recorded a $6,883,000 net release of the valuation allowance due to the taxable income as a result of the News America lawsuit settlement on February 9, 2011. In light of the settlement the Company believed it was more likely than not that these deferred tax assets would be realized in 2011.

***Net Income.*** The net income for the year ended December 31, 2011 was $51,089,000 compared to $6,596,000 for the year ended December 31, 2010.

### Fiscal 2010 Compared to Fiscal 2009

***Net Sales.*** Net sales for the year ended December 31, 2010 increased 4.3% to $30,007,000 compared to $28,770,000 for the year ended December 31, 2009.

Service revenues from our POPSign programs for the year ended December 31, 2010 increased 2.1% to $27,231,000 compared to $26,666,000 for the year ended December 31, 2009. The increase was primarily due to an increase of 7.1% in the average sign price, which was partially offset by a 5.2% decrease in the number of signs placed. The expiration of the retailer contract with The Kroger Co. on December 31, 2010, could have a material adverse impact on service revenues for the 2011 year. In 2010 and 2009, revenue recognized by advertising in Kroger stores was $9,417,000 and $9,883,000, respectively. The positive impact of the arrangement to sell signs with price into News America’s network of retailers cannot be determined at this time.

Product sales for the year ended December 31, 2010 increased 31.9% to $2,776,000 compared to $2,104,000 for the year ended December 31, 2009. The increase was primarily due to increased sales of laser sign card and label supplies based on increased demand for these products from one of our customers, offset by lower sales of thermal sign card supplies and Stylus software based upon decreased demand for these products from our customers.

***Gross Profit.*** Gross profit for the year ended December 31, 2010 decreased 1.1% to $15,171,000 compared to $15,341,000 for the year ended December 31, 2009. Gross profit as a percentage of total net sales decreased to 50.6% for 2010 compared to 53.3% for 2009.

Gross profit from our POPSign program revenues for the year ended December 31, 2010 decreased 2.8% to $14,248,000 compared to $14,652,000 for the year ended December 31, 2009. The decrease in gross profit of $404,000 was primarily due to an increase in retailer expenses, which more than offset the effect of increased services revenues. Gross profit as a percentage of POPSign program revenues decreased to 52.3% for 2010 compared to 55.0% for 2009, due primarily to the increase in retailer expenses.

Gross profit from our product sales for the year ended December 31, 2010 increased 34.0% to $923,000 compared to $689,000 for the year ended December 31, 2009. Gross profit as a percentage of product sales increased to 33.3% for 2010 compared to 32.8% for 2009. The increases were primarily due to increased sales and the effect of fixed costs.

### Operating Expenses

***Selling.*** Selling expenses for the year ended December 31, 2010 increased 6.8 % to $7,082,000 compared to $6,632,000 for the year ended December 31, 2009, primarily due to increased POPS staffing levels and increased travel related expenses. Selling expenses as a percentage of total net sales increased to 23.6% in 2010 compared to 23.0% in 2009, primarily due to the factors described above.

***Marketing.*** Marketing expenses for the year ended December 31, 2010 increased 6.2% to $1,635,000 compared to $1,540,000 for the year ended December 31, 2009, primarily due to increased staffing related expenses. Marketing expenses as a percentage of total net sales increased to 5.5% in 2010 compared to 5.4% in 2009, primarily due to the factors described above.

***General and Administrative.*** General and administrative expenses for the year ended December 31, 2010 increased 15.3% to $5,549,000 compared to $4,811,000 for the year ended December 31, 2009, primarily due to increased staffing levels, travel related expenses, and increased legal costs related to the News America litigation. General and administrative expenses as a percentage of total net sales increased to 18.5% in 2010 compared to 16.7% in 2009, primarily due to the factors described above.

Legal fees were $2,081,000 for the year ended December 31, 2010 compared to $1,838,000 for the year ended December 31, 2009. The legal fees in each year were incurred primarily in connection with the News America litigation described elsewhere herein. The amount of legal fees and expenses that were incurred in connection with the lawsuit against News America were significant throughout the first half of 2011 in connection with trial preparation, commencement of the trial and settlement activities.

***Insurance Settlement Proceeds.*** The Company received a payment of $1,387,000 in the first quarter of 2009 from an insurer as part of a settlement of the Company’s claim that the insurer owed the Company defense costs for claims asserted against the Company and one of its officers in the News America litigation.

***Other Income (Expense).*** Other income (net) for the year ended December 31, 2010 was $17,000 compared to other income (net) of $86,000 for the year ended December 31, 2009. Included in other income (net) was interest income of $39,000 for the year ended December 31, 2010 compared to interest income of $127,000 for the year ended December 31, 2009. Interest income for the 2010 year was lower due to significantly lower interest rates which more than offset the effect of higher average cash, cash equivalent and short-term investment balances in 2010. Lower interest expense of $22,000 for the year ended December 31, 2010 versus $40,000 for the year ended December 31, 2009 was due to scheduled principal payments made in 2009 to reduce amounts owed to a retailer.

***Income Taxes.*** During the year ended December 31, 2010 the Company recorded a $6,883,000 net release of the valuation allowance. The release was due to the taxable income as a result of the News America lawsuit settlement on February 9, 2011. In light of the settlement the Company believed it was more likely than not that these deferred tax assets would be realized in 2011. The Company recorded income tax expense of $115,000 for the year ended December 31, 2009, related to alternative minimum tax liability.

***Net Income.*** The net income for the year ended December 31, 2010 was $6,596,000 compared to $3,716,000 for the year ended December 31, 2009.

### Liquidity and Capital Resources

The Company has financed its operations with proceeds from public and private stock sales and sales of its services and products. At December 31, 2011, working capital was $22,671,000 compared to $12,505,000 at December 31, 2010. During the year ended December 31, 2011, cash, cash equivalents, and short-term investments increased by $9,506,000 from $13,696,000 at December 31, 2010 to $23,202,000 at December 31, 2011.

Net cash provided by operating activities during the year ended December 31, 2011 was $58,910,000. Net income of $51,089,000, plus non-cash adjustments of $6,960,000 and changes in operating assets and liabilities of $861,000 were the items that contributed to the cash provided by operating activities. The non-cash adjustments of $6,960,000 consisted of depreciation and amortization, deferred income tax expense and stock-based compensation expense. The most significant component of the $861,000 change in operating assets and liabilities was income tax payable. Income tax payable increased during 2011 due to the taxable income generated from the settlement with News America and the timing of the subsequent tax payments. The Company expects accounts receivable, accounts payable, accrued liabilities and deferred revenue to fluctuate during future periods depending on the level of POPSign revenues and related business activity as well as billing arrangements with customers and payment terms with retailers.

Net cash of $5,695,000 was used in investing activities during the year ended December 31, 2011, due mainly to the acquisition of a selling arrangement and purchases of property and equipment. The acquisition of the selling arrangement of $4,000,000 was made to expand the Company’s retail network. Proceeds of $500,000 during the year consisted entirely of redemptions of twenty-six week certificates of deposit. Purchases of property and equipment totaled $2,195,000 during the year ended December 31, 2011 and consisted primarily of a laser die cutter to be used to expand the Company’s product offerings.

Net cash of $43,209,000 was used in financing activities during the year ended December 31, 2011. Dividends paid of $31,335,000 and the repurchase of common stock (net) of $17,369,000 were partially offset by net proceeds of $3,126,000 resulting from the issuance of common stock under the employee stock purchase plan and the employee stock option plan, and excess tax benefit from stock options of $2,369,000.

On February 9, 2011, the Company entered into a settlement agreement in its antitrust and false advertising lawsuit against News America. As part of the settlement agreement News America paid the Company $125,000,000, less $4,000,000 related to the Company’s purchase of a ten-year selling arrangement. Litigation counsel for the Company received a contingent fee payment of $31,250,000 which resulted in a net cash payment to the Company of $89,750,000. After performance bonus plan payments of $3,988,000 and estimated federal and state income taxes of $27,762,500 (utilizing the Company’s net operating loss carry forwards), net settlement proceeds were approximately $58,000,000.

The Board of Directors on February 22, 2011 approved a series of actions. First, the Board of Directors authorized a special $2.00 per common share dividend which resulted in a payment of $31,335,000. Second, the Board approved a Performance Bonus Plan, providing for the payment of $3,988,000 to certain employees of the Company. Third, the Board authorized the repurchase of up to $15,000,000 of the Company’s common stock on or before January 31, 2012. The plan did not obligate the Company to repurchase any particular number of shares, and may be suspended at any time at the Company’s discretion. On May 25, 2011, the Board amended the plan to increase the maximum share purchase amount from $15,000,000 to $20,000,000. The Board of Directors did not extend this plan.

The Company believes that based upon current business conditions, its existing cash balance and future cash from operations will be sufficient for its cash requirements in the foreseeable future. However, there can be no assurances that this will occur or that the Company will be able to secure additional financing from public or private stock sales or from other financing agreements if needed.

### Critical Accounting Policies

Our discussion of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. During the preparation of these financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenues, costs and expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, allowance for doubtful accounts, income taxes, and stock-based compensation expense. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to our financial statements.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:

***Revenue Recognition.*** The Company recognizes revenue from Insignia POPSigns ratably over the period of service, which is typically a two-week display cycle. We recognize revenue related to equipment, software and sign card sales at the time the products are shipped to customers. Revenue associated with maintenance agreements is recognized ratably over the life of the contract. Revenue that has been billed and not yet recognized is reflected as deferred revenue on our balance sheet.

***Allowance for Doubtful Accounts.*** An allowance is established for estimated uncollectible accounts receivable. The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, the condition of the general economy and the industry as a whole and other relevant facts and circumstances. Unexpected changes in the aforementioned factors could result in materially different amounts.

***Impairment of Long-Lived Assets.*** The Company periodically evaluates the carrying value of its long-lived assets for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the assets in relation to the future cash flows of the underlying operations to assess recoverability of the assets. The estimates of these future cash flows are based on assumptions and projections believed by management to be reasonable and supportable. They require management’s subjective judgments and take into account assumptions about revenue and expense growth rates. Impaired assets are then recorded at their estimated fair market value.

***Income Taxes.*** 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. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. 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, adjustments 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.

We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

During the year ended December 31, 2011, the Company utilized the full federal net operating loss carryforward and the majority of the state net operating loss carryforward available to it as a result of the taxable income generated from the lawsuit settlement with News America on February 9, 2011.

**Stock-Based Compensation.** We measure and recognize compensation expense for all stock-based payments at fair value. 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 highly 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.

The expected terms of the options and employee stock purchase plan rights are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at grant date. Volatility is based on historical and expected future volatility of the Company’s stock. The Company has not historically issued any dividends, beyond the one-time special dividend declared on February 22, 2011 and paid on May 2, 2011, and does not expect to in the future. Forfeitures are estimated at the time of the grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates.

If factors change and we employ different assumptions in the valuation of grants in future periods, the compensation expense that we record may differ significantly from what we have recorded in the current period.

### New Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2009-13, *Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force,* that provides amendments to the criteria for separating consideration in multiple-deliverable arrangements. As a result of these amendments, multiple-deliverable revenue arrangements will be separated in more circumstances than under previous U.S. GAAP. The ASU does this by establishing a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third-party evidence is available. A vendor will be required to determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. This ASU also eliminates the residual method of allocation and will require that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the overall arrangement proportionally to each deliverable based on its relative selling price. This standard became effective for the Company in January 2011 and did not have a material impact on the Company’s results of operations or financial condition.

In October 2009, the FASB issued ASU 2009-14, *Certain Revenue Arrangements That Include Software Elements — a consensus of the FASB Emerging Issues Task Force.* This ASU removes tangible products containing software components and nonsoftware components that function together to deliver the tangible product’s essential functionality from the scope of the software revenue guidance in Subtopic 985-605 of the Codification. Additionally, ASU 2009-14 provides guidance on how a vendor should allocate arrangement consideration to deliverables in an arrangement that includes both tangible products and software that is not essential to the product’s functionality. This standard became effective for the Company in January 2011 and did not have a material impact on the Company’s results of operations or financial condition.

In December 2009, the FASB issued ASU No. 2010-06, *Fair Value Measurements and Disclosures Topic 820 “Improving Disclosures about Fair Value Measurements”.* This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. Some of the new disclosures are effective for reporting periods beginning after December 15, 2009, with the remaining new disclosures effective for reporting periods beginning after December 15, 2010. The adoption of this ASU did not have a material impact on the Company’s financial statements.

In July 2010, the FASB issued ASU No. 2010-20, *Receivables Topic 310 “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses,”* to enhance the disclosures required for financing receivables (for example, loans, trade accounts receivable, notes receivable, and receivables relating to a lessor’s leveraged, direct financing, and sales-type leases) and allowances for credit losses. The amended disclosures are designed to provide more information to financial statement users regarding the credit quality of a creditor’s financing receivables and the adequacy of its allowance for credit losses. The amended guidance is effective for period-end balances beginning with the first interim or annual reporting period ending on or after December 15, 2010. The amended guidance is effective for activity during a reporting period beginning on or after December 15, 2010. The Company adopted the amended guidance and it did not have a significant impact on the Company’s financial statements.

In May 2011, the FASB issued ASU 2011-04, *Fair Value Measurement (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.* This ASU provides a consistent definition of fair value between U.S. GAAP and International Financial Reporting Standards. Additionally, the ASU changes certain fair value measurement principles and expands the disclosures for fair value measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and is to be applied prospectively. The adoption of this ASU is not expected to have a material impact on the Company’s financial statements.

### Contractual Obligations

The following table summarizes the Company’s contractual obligations and commercial commitments as of December 31, 2011:

### Payments due by Period

| Contractual obligations: | Total | Less than 1 Year | 2-3 Years | 4-5 Years | After 5 |
| --- | ---: | ---: | ---: | ---: | ---: |
| Operating leases, excluding operating costs | $1,997,000 | $465,000 | $958,000 | $574,000 | $— |
| Payments to retailers\* | 1,854,000 | 807,000 | 1,047,000 | — | — |
| Purchase commitments | 489,000 | 436,000 | 53,000 | — | — |
| Reserve for tax uncertainties | 424,000 | — | 424,000 | — | — |
| Total contractual obligations | $4,764,000 | $1,708,000 | $2,482,000 | $574,000 | $— |

\*On an ongoing basis, the Company negotiates renewals of various retailer agreements, some of which provide for fixed or store-based payments rather than sign placement-based payments. Upon the completion of renewals, the annual commitment amounts could be in excess of the amounts above.

### Off-Balance Sheet Transactions

None.

## Controls and procedures

As filed, 2,863 characters.

### Disclosure Controls and Procedures

The Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer (principal executive officer) and the Company’s Chief Financial Officer (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 December 31, 2011, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of December 31, 2011 were effective. Disclosure controls and procedures ensure that information required to be disclosed by us in the 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, as appropriate to allow timely decisions regarding disclosures.

### Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2011. In conducting its evaluation, our management used the criteria set forth by the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation management believes our internal control over financial reporting was effective as of December 31, 2011.

Baker Tilly Virchow Krause, LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting as of December 31, 2011. The attestation report of Baker Tilly Virchow Krause, LLP, on our internal control over financial reporting as of December 31, 2011 is included in Part II, Item 8 under Reports of Independent Registered Public Accounting Firm and is incorporated by reference herein.

### Changes in Internal Control Over Financial Reporting

No changes in the Company’s internal control over financial reporting have occurred during the fourth quarter of 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Filed Mar 7, 2012.
Source: SEC EDGAR, the filing index for accession 0000897101-12-000402. Last ingested by Listed: Nov 12, 2026, 22:21 ET. No prices; not investment advice.