8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004

FORM 8-K

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

Date of Report:
February 17, 2005

INSIGNIA SYSTEMS, INC.

(Exact name of registrant as specified in its chapter)

Minnesota	1-13471	41-1656308
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

6470 Sycamore Court North, Maple Grove, Minnesota	55369
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (763) 392-6200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.   Results of Operations and Financial Condition.

On February 17, 2005, the registrant issued a press release disclosing financial information regarding the quarter and twelve months ended December 31, 2004. A copy of the press release is attached as Exhibit 99.1.

Item 9.01.   Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release dated February 17, 2005.

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.
	(Registrant)
Date:    February 18, 2005	By          /s/   Scott F. Drill
	Scott F. Drill, President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Contact: Scott Drill, President and CEO
(763) 392-6200; (800) 874-4648

FOR IMMEDIATE RELEASE

Insignia Systems, Inc. Reports Fourth Quarter Net Income of $156,000,
on POPS Revenue Increase of 17.6%

MINNEAPOLIS – February 17, 2005 – Insignia Systems, Inc. (Nasdaq: ISIG) today reported net sales of $5,877,000 for the fourth quarter ended December 31, 2004, an increase of 10.8%, compared to net sales of $5,305,000 for the fourth quarter of 2003. The net income for the fourth quarter of 2004 was $156,000 or $0.01 per share, compared to a net loss of $(3,300,000), or $(0.27) per share, for the fourth quarter of 2003. Insignia Point-of-Purchase Services^® (POPS) revenues for the fourth quarter were $5,104,000, an increase of 17.6%, compared to fourth quarter 2003 POPS revenues of $4,341,000.

For the year ended December 31, 2004, net sales were $20,992,000, a decrease of 19.7%, compared to net sales of $26,138,000 for 2003. The net loss for the year ended December 31, 2004 was $(4,858,000) or $(0.38) per share, compared to $(4,252,000), or $(0.35) per share for 2003. Insignia POPS revenues for the year ended December 31, 2004 was $17,341,000, a decrease of 21.7%, compared to POPS revenues of $22,155,000 for 2003.

CEO Scott Drill commented, “Although 2004 was a challenging year for us, we are encouraged that our fourth quarter represents the first favorable year-to-year quarterly comparison since the third quarter of 2003. Further, we are pleased that the combination of higher revenue and lower legal expense resulted in modest profitability. Looking ahead, we are optimistic we can grow our POPS revenue in 2005 and beyond. We currently have POPS customer orders for approximately $3,900,000 in the first quarter which should result in a favorable year-to-year quarterly comparison.”

Drill went on to state, “Legal expense in the fourth quarter was $404,000 versus $1,165,000 in the third quarter. The decrease is due primarily to discovery being on hold in our New York case. Legal expense will increase in the first quarter but will be substantially below the third quarter level. We are presently waiting for the judges to rule on some important motions in both the Minnesota and New York cases.”

– more –

Insignia  Systems, Inc. • 6470 Sycamore Court North, Maple Grove, MN 55369 • Phone 763-392-6200 • Fax 763-392-6222
http://www.insigniasystems.com • email: info@insigniasystems.com

February 17, 2005 Insignia Systems, Inc. Reports Fourth Quarter Net Income Page 2 

Conference Call
The Company will host a conference call today, February 17, at 4:00 p.m. Central Time. To access the live call, dial 800-967-7135. The conference code is 5149701. Please be sure to call in about 5-10 minutes before the call is scheduled to begin. Audio replay will be available approximately three hours after the call through February 25, 2005. To access the replay, dial 888-203-1112 and reference the passcode 5149701.

Insignia Systems, Inc. is an innovative developer and marketer of in-store advertising products, programs and services to retailers and consumer goods manufacturers. Through its Point-Of-Purchase Services (POPS) business, Insignia is contracted with more than 12,000 chain retail supermarkets and drug stores, including A&P, Kroger, Pathmark, Safeway and Rite Aid. Through the nationwide POPS network, over 190 major consumer goods manufacturers, including General Mills, Hormel Foods, Kellogg Company, Nestlé, Pfizer, S.C. Johnson & Son and Tyson Foods, have taken their brand messages to the point-of-purchase. For additional information, contact 888-474-7677, or visit the Insignia POPS Web site at www.insigniapops.com.

Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements. The Company’s actual results could differ materially from these forward-looking statements as a result of a number of factors, including risks and uncertainties as described in the Company’s SEC Form 10-K for the year ended December 31, 2003 and SEC Form 10-Q for the quarter ended September 30, 2004. The Company wishes to caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.

– more –

Insignia  Systems, Inc. • 6470 Sycamore Court North, Maple Grove, MN 55369 • Phone 763-392-6200 • Fax 763-392-6222
http://www.insigniasystems.com • email: info@insigniasystems.com

February 17, 2005 Insignia Systems, Inc. Reports Fourth Quarter Net Income Page 3 

Insignia Systems, Inc.
STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended December 31,					Year Ended December 31,
	2004		2003			2004			2003
Net Sales	$	5,877,000	$	5,305,000		$	20,992,000		$	26,138,000
Cost of Sales		3,287,000		3,408,000			13,062,000			15,173,000
Gross Profit		2,590,000		1,897,000			7,930,000			10,965,000
Operating Expenses:
Selling		1,334,000		1,927,000			5,809,000			8,459,000
Marketing		267,000		314,000			1,095,000			1,383,000
General & administrative		843,000		837,000			4,933,000			3,306,000
Impairment of goodwill		—		2,133,000			960,000			2,133,000
Operating Income (Loss)		146,000		(3,314,000	)		(4,867,000	)		(4,316,000	)
Other Income		10,000		14,000			9,000			64,000
Net Income (Loss)	$	156,000	$	(3,300,000	)	$	(4,858,000	)	$	(4,252,000	)
Net Income (Loss) Per Share
Basic	$	0.01	$	(0.27	)	$	(0.38	)	$	(0.35	)
Diluted	$	0.01	$	(0.27	)	$	(0.38	)	$	(0.35	)
Shares used in calculation of
net income (loss) per share:
Basic		13,319,000		12,399,000			12,687,000			12,259,000
Diluted		13,323,000		12,399,000			12,687,000			12,259,000

SELECTED BALANCE SHEET DATA

	December 31, 2004		December 31, 2003
Cash and cash equivalents	$	6,156,000	$	5,225,000
Working capital		4,813,000		5,797,000
Total assets		9,921,000		11,676,000
Total liabilities		4,588,000		3,854,000
Shareholders' equity		5,333,000		7,822,000

####

Insignia  Systems, Inc. • 6470 Sycamore Court North, Maple Grove, MN 55369 • Phone 763-392-6200 • Fax 763-392-6222
http://www.insigniasystems.com • email: info@insigniasystems.com