UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) December 18, 2002
INSIGNIA SYSTEMS, INC.
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(Exact name of registrant as specified in its chapter)
Minnesota 1-13471 41-1656308
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6470 Sycamore Court North, Maple Grove, Minnesota 55369
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (763) 392-6200
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(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
This Form 8-K/A is being filed in connection with the Registrant's Registration
Statement on Form S-3 (SEC file no. 333-82626), to supplement the pro forma
financial information with respect to the Registrant's recent acquisition of the
assets comprising the ValuStix business (R).
(b) Pro forma financial information
Unaudited Pro Forma Condensed Combined Statement of Operations for the
Year Ended December 31, 2002
Notes to Unaudited Pro Forma Condensed Combined Financial Statement
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statement is
presented for illustrative purposes only and is not necessarily indicative of
the combined results of operations for future periods or results of operations
that actually would have been realized had Insignia Systems, Inc. and ValuStix
been a combined company during the specified period. The unaudited pro forma
condensed combined financial statement, including the related notes, is
qualified in its entirety by reference to, and should be read in conjunction
with, the historical financial statements and related notes of Insignia Systems,
Inc., included in its Form 10-K filed with the Securities and Exchange
Commission on March 10, 2003.
The following unaudited pro forma condensed combined financial statement is
accounted for in accordance with Statement of Financial Accounting Standards No.
141, BUSINESS COMBINATIONS (SFAS 141). The pro forma condensed combined
financial statement is based on the respective historical financial statements
of Insignia Systems, Inc. and ValuStix and assumes the acquisition took place on
January 1, 2001. The pro forma adjustments are based on the estimates and
assumptions set forth in the notes to such statement.
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INSIGNIA SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
Insignia
Systems, Pro Forma
Inc ValuStix Adjustments Combined
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(Unaudited) (Unaudited)
Net Sales $ 24,821,361 $ 96,751 $ 24,918,112
Cost of Sales 12,186,490 207,254 (16,787) (a) 12,376,957
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Gross Profit (Loss) 12,634,871 (110,503) 16,787 12,541,155
Operating Expenses
Sales and marketing 9,276,134 636,926 (74,413) (a) 9,838,647
General and administrative 2,948,219 112,862 (8,351) (b) 3,052,730
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12,224,353 749,788 (82,764) 12,891,377
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Operating Income (Loss) 410,518 (860,291) 99,551 (350,222)
Other Income (Expense)
Interest income 51,810 51,810
Interest expense (61,216) (61,216)
Other income (expense) (68,414) (68,414)
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(77,820) (77,820)
Net Income (Loss) $ 332,698 $ (860,291) 99,551 $ (428,042)
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Net income (loss) per share:
Basic $ 0.03 $ (0.04)
Diluted $ 0.03 $ (0.04)
Shares used in calculation of net income (loss) per share:
Basic 10,871,594 11,656,392
Diluted 11,799,837 11,656,392
SEE ACCOMPANYING NOTES.
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INSIGNIA SYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Certain historical data of ValuStix has been classified to conform to
Insignia's presentation. The unaudited pro forma weighted average number of
shares outstanding (basic and diluted) are based upon Insignia Systems, Inc.'s
historical amounts, plus the full effect of 816,000 shares issued in a December,
2002 private placement.
2. KEY TO PRO FORMA ADJUSTMENTS
The unaudited pro forma condensed combined statement of operations includes
the adjustments necessary to give effect to the purchase as if it had occurred
on January 1, 2001. Summarized below are the pro forma adjustments necessary to
reflect the acquisition of ValuStix based upon the purchase method of accounting
in accordance with SFAS 141:
a. Reduce compensation paid to Paul A. Richards to agree to level in
Employment Agreement dated December 23, 2002.
b. Reduce depreciation expense to reflect lower cost basis of property and
equipment.
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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 hereunto duly authorized.
Insignia Systems, Inc.
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(Registrant)
Date: April 7, 2003 By /s/ Denni J. Lester
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(Denni J. Lester, Chief Financial Officer)
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