Ag&e (WGA) 10-Q 13 Nov 15 2015 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 03, 2015
Entity Registrant Name	AG&E HOLDINGS INC.
Entity Central Index Key	105,608
Trading Symbol	wga
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		11,668,000
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Statemen

Condensed Consolidated Statements of Earnings (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Net sales	$ 2,155,000	$ 5,261,000	$ 12,203,000	$ 18,513,000
Cost of sales	1,517,000	4,197,000	9,240,000	14,958,000
Gross margin	638,000	1,064,000	2,963,000	3,555,000
Selling & administrative expenses	973,000	1,543,000	3,114,000	4,043,000
Goodwill Impairment	0	1,329,000	0	1,329,000
Operating loss	(335,000)	(1,808,000)	(151,000)	(1,817,000)
Interest expense	0	15,000	0	45,000
Other income, net	(1,000)	(5,000)	(3,000)	(18,000)
Income tax expense	0	501,000	4,000	539,000
Loss from continuing operations	(334,000)	(2,319,000)	(152,000)	(2,383,000)
Discontinued Operations:
(Loss) earnings from discontinued operations	0	(1,450,000)	88,000	(1,089,000)
Loss on sale of assets	0	(2,145,000)	0	(2,145,000)
Discontinued operations, net of income taxes	0	(3,595,000)	88,000	(3,234,000)
Net loss	$ (334,000)	$ (5,914,000)	$ (64,000)	$ (5,617,000)
Basic and Diluted earnings per share:
Continuing operations (in dollars per share)	$ (0.03)	$ (0.20)	$ (0.01)	$ (0.20)
Discontinued operations (in dollars per share)	0	(0.30)	0	(0.28)
Net income per share (in dollars per share)	$ (0.03)	$ (0.50)	$ (0.01)	$ (0.48)
Basic and diluted average common shares outstanding (in shares)	11,673,873	11,771,286	11,678,197	11,751,673

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 4,499,000	$ 6,859,000
Accounts receivable, net	973,000	2,019,000
Inventory	747,000	4,079,000
Prepaid expenses & other assets	299,000	432,000
Total current assets	6,518,000	13,389,000
Property, plant & equipment, net	38,000	69,000
Other assets:
Other long term receivable	0	96,000
Total other assets	0	96,000
Total assets	6,556,000	13,554,000
Current liabilities:
Accounts payable	431,000	783,000
Accrued expenses	325,000	1,687,000
Total current liabilities	756,000	2,470,000
Total liabilities	756,000	2,470,000
Shareholders' Equity:
Common stock: authorized 25,000,000 shares $1.00 par value; shares issued and outstanding: 11,668,395 shares as of September 30, 2015 11,680,395 shares as of December 31, 2014	11,668,000	11,680,000
Additional paid-in capital	5,109,000	5,118,000
Accumulated deficit	(10,895,000)	(5,580,000)
Unearned compensation	(82,000)	(134,000)
Total shareholders' equity	5,800,000	11,084,000
Total liabilities & shareholders' equity	$ 6,556,000	$ 13,554,000

Condensed Consolidated Balance4

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Common stock, shares authorized (in shares)	25,000,000	25,000,000
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares issued (in shares)	11,668,395	11,680,395
Common stock, shares outstanding (in shares)	11,668,395	11,680,395

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net loss	$ (334,000)	$ (5,914,000)	$ (64,000)	$ (5,617,000)
Net earnings (loss) from discontinued operations	0	(3,595,000)	88,000	(3,234,000)
Net loss from continuing operations	(334,000)	(2,319,000)	(152,000)	(2,383,000)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	7,000	9,000	33,000	38,000
Bad debt (recoveries) expense	(62,000)	17,000	(9,000)	28,000
Amortization of unearned compensation	5,000	22,000	31,000	59,000
Loss on sale of fixed assets	0	7,000	0	7,000
Goodwill Impairment	0	1,329,000	0	1,329,000
Decrease of long term receivable	0	69,000	96,000	127,000
Deferred taxes	0	497,000	0	497,000
Changes in current assets & liabilities
Accounts receivable	2,480,000	290,000	1,055,000	1,127,000
Inventory	(107,000)	(1,287,000)	3,332,000	(1,139,000)
Prepaid expenses & other	(61,000)	261,000	133,000	165,000
Accounts payable	85,000	889,000	(341,000)	776,000
Accrued expenses	(232,000)	1,389,000	(1,362,000)	1,017,000
Discontinued Operations:
Net cash (used in) provided by operating activities	0	(758,000)	0	251,000
Net cash provided by operating activities	1,170,000	415,000	2,816,000	1,899,000
Cash (used in) provided by investing activities:
Proceeds from sale of discontinued operations	0	5,500,000	77,000	5,500,000
Additions to plant & equipment	(1,000)	(5,000)	(2,000)	(26,000)
Net cash (used in) provided by investing activities	(1,000)	5,495,000	75,000	5,474,000
Cash used in financing activities:
Repayments - note payable	0	(232,000)	0	(1,598,000)
Cash Dividend paid	(5,251,000)	0	(5,251,000)	0
Net cash used in financing activities	(5,251,000)	(232,000)	(5,251,000)	(1,598,000)
Net (decrease) increase in cash	(4,082,000)	5,678,000	(2,360,000)	5,775,000
Cash at beginning of period	8,581,000	561,000	6,859,000	464,000
Cash at end of period	4,499,000	6,239,000	4,499,000	6,239,000
Supplemental cash flow disclosure:
Interest paid	0	16,000	0	46,000
Taxes paid	$ 0	$ 15,000	$ 4,000	$ 53,000

Note 1

Note 1	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Nature of Operations [Text Block]	1. Founded in 1925 as an Illinois corporation, the Company has been a global distributor and manufacturer of liquid crystal display (LCD) video monitors and other related parts for a variety of markets including, but not limited to, gaming machine manufacturers, coin-operated video game manufacturers and other display integrators. On September 12, 2014, the Company sold its LCD monitor business operations and changed its name to AG&E Holdings Inc. The Company still operates its distribution operations, which operate under the American Gaming & Electronics (“AG&E”) name. The AG&E distribution operations consist of parts, repair and service, and replacement monitor distribution to casinos throughout the United States and video gaming terminals (VGT) distribution in Illinois. Going forward, the continuing operations portion of our financial statements will reflect only the AG&E distribution operations plus public company and other corporate expenses. The Company’s prior LCD monitor business operations will be shown as discontinued operations .

Note 2

Note 2	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	2. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the financial position and results of operations for the periods presented. These condensed consolidated financial statements were prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information or footnotes necessary for a complete presentation in conformity with accounting principles generally accepted in the United States. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company's 2014 Annual Report to Shareholders. The results of operations for the three months and nine months ended September 30, 2015 are not necessarily indicative of the operating results for the full year.

Note 3

Note 3	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Earnings Per Share [Text Block]	3. Basic earnings per share are based on the weighted average number of shares outstanding whereas diluted earnings per share include the dilutive effect of unexercised common stock equivalents. Potentially dilutive securities are excluded from diluted earnings per share calculations for periods with a net loss.

Note 4

Note 4	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Significant Accounting Policies [Text Block]	4. Revenue from video gaming terminal sales with standard payment terms is recognized upon the passage of title and transfer of the risk of loss. The Company recognizes revenue even if it retains a form of title to products delivered to customers, provided the sole purpose is to enable the Company to recover the products in the event of a customer payment default and the arrangement does not prohibit the customer’s use of the product in the ordinary course of business.

Note 5

Note 5	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Fair Value Disclosures [Text Block]	5

Note 6

Note 6	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Reclassifications [Text Block]	6. Certain amounts in previously issued financial statements have been reclassified to conform to the current year’s presentation.

Note 7

Note 7	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]	7. Discontinued Operations On September 12, 2014, the Company sold its LCD monitor business for approximately $7.2 million in cash. Due to the divestiture of the LCD business, reporting of this business has been included in discontinued operations for all periods presented. The following amounts related to the discontinued operations were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations in the Condensed Consolidated Statement of Earnings: Three Months Ended September 3 0 Nine Months Ended September 3 0 2015 2014 2015 2014 Net sales $ 0 $ 2,915,000 $ 0 $ 14,498,000 Earnings from discontinued operations 0 (1,450,000 ) 88,000 (1,089,000 ) Loss on sales of assets 0 (2,145,000 ) 0 (2,145,000 ) Discontinued operations, net of income taxes $ 0 $ (5,914,000 ) $ 88,000 $ (5,617,000 ) The earnings of $88,000 in the nine months ended September 30, 2015 is related to a reduction of the bad debt accrual of $60,000, a reduction in general accruals of $38,000 and an additional $10,000 of union pension settlement expense.

Note 8

Note 8	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]	8. Stock Options Under the Incentive Stock Option Plan, which expired in 2008, no options have been awarded since 2004. At September 30, 2015 there were no options outstanding as all remaining options expired unexercised in April 2014. Restricted Shares All restricted shares granted are governed by the Company’s Stock Award Plan, which was approved by shareholders in 2000 and amended in 2009. As of September 30, 2015, 75,318 restricted shares were outstanding on a stock dividend adjusted basis. Employees can earn the restricted shares in exchange for services to be provided to the Company over a three-year or five-year vesting period. Total unrecognized compensation cost related to unvested stock awards is approximately $82,000 and is expected to be recognized over a weighted average period of 1.25 years. The following table summarizes information regarding restricted share activity for the nine months ending September 30, 2015: Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2014 107,639 $2.00 Granted 0 $0.00 Vested (20,321) $2.09 Forfeited (12,000) $1.78 Unvested, September 30, 2015 75,318 $2.01

Note 9

Note 9	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Inventory Disclosure [Text Block]	9. Our inventory detail as of September 30, 2015 and December 31, 2014 was as follows: September 30, December 31, (in $000's) 2015 2014 (unaudited) Inventory: Raw materials $ 747 $ 597 In transit finished goods 0 0 Finished goods 0 3,482 Total $ 747 $ 4,079

Note 10

Note 10	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Line Of Credit Facilities [Text Block]	10. On October 30, 2014, the Company terminated its credit facility with Wells Fargo Bank, N.A. Therefore, as of September 30, 2015, the Company had no outstanding bank debt. As a result of having zero outstanding bank debt on September 30, 2015 and the cancellation of its line of credit with Wells Fargo Bank, N.A., the Company does not have any bank covenants for the third quarter 2015.

Note 11

Note 11	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Income Tax Disclosure [Text Block]	11. An income tax valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has net deferred tax assets of approximately $4.8 million at September 30, 2015, which are completely offset by a valuation allowance. As of December 31, 2014, the Company has net operating loss carry forwards for Federal income tax purposes of approximately $10,248,000, which are available to offset future Federal taxable income, if any, that begin to expire in 2021. The Company also has a net operating loss carry forward for Illinois state income tax purposes of approximately $10,242,000 as of December 31, 2014. The Company also has alternative minimum tax credit carry forwards of approximately $160,000, which are available to reduce future Federal regular income taxes, if any, over an indefinite period. No unrecognized tax benefits are set to expire in the next twelve months that may have an impact upon the Company’s effective tax rate. The Company files tax returns in the U.S. federal jurisdiction and various state jurisdictions. The tax years 2012, 2013 and 2014 remain open to examinations. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. During the nine months ended September 30, 2015, the Company did not recognize expense for interest or penalties related to income tax, and do not have any amounts accrued at September 30, 2015, as the Company does not believe it has taken any uncertain income tax positions.

Note 12

Note 12	9 Months Ended
	Sep. 30, 2015
Notes to Financial Statements
Subsequent Events [Text Block]	12. The Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued for the nine months ended September 30, 2015.

Note 7 (Tables)

Note 7 (Tables)	9 Months Ended
	Sep. 30, 2015
Income Statement [Member]
Notes Tables
Disposal Groups, Including Discontinued Operations [Table Text Block]	Three Months Ended September 3 0 Nine Months Ended September 3 0 2015 2014 2015 2014 Net sales $ 0 $ 2,915,000 $ 0 $ 14,498,000 Earnings from discontinued operations 0 (1,450,000 ) 88,000 (1,089,000 ) Loss on sales of assets 0 (2,145,000 ) 0 (2,145,000 ) Discontinued operations, net of income taxes $ 0 $ (5,914,000 ) $ 88,000 $ (5,617,000 )

Note 8 (Tables)

Note 8 (Tables)	9 Months Ended
	Sep. 30, 2015
Notes Tables
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]	Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2014 107,639 $2.00 Granted 0 $0.00 Vested (20,321) $2.09 Forfeited (12,000) $1.78 Unvested, September 30, 2015 75,318 $2.01

Note 9 (Tables)

Note 9 (Tables)	9 Months Ended
	Sep. 30, 2015
Notes Tables
Schedule of Inventory, Current [Table Text Block]	September 30, December 31, (in $000's) 2015 2014 (unaudited) Inventory: Raw materials $ 747 $ 597 In transit finished goods 0 0 Finished goods 0 3,482 Total $ 747 $ 4,079

Note 7 (Details Textual)

Note 7 (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 12, 2014
LCD Monitor [Member] | Reduction of Bad Debt Accrual [Member]
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax			$ 60,000
LCD Monitor [Member] | Reduction in General Accruals [Member]
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax			38,000
LCD Monitor [Member] | Additional Union Pension Settlement Expense [Member]
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax			(10,000)
LCD Monitor [Member]
Disposal Group, Including Discontinued Operation, Consideration					$ 7,200,000
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax	$ 0	$ (1,450,000)	88,000	$ (1,089,000)
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax	$ 0	$ (1,450,000)	$ 88,000	$ (1,089,000)

Note 7 - Summary of Discontinue

Note 7 - Summary of Discontinued Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
LCD Monitor [Member]
Net sales	$ 0	$ 2,915,000	$ 0	$ 14,498,000
(Loss) earnings from discontinued operations	0	(1,450,000)	88,000	(1,089,000)
Loss on sale of assets	0	(2,145,000)	0	(2,145,000)
Discontinued operations, net of income taxes	0	(5,914,000)	88,000	(5,617,000)
(Loss) earnings from discontinued operations	0	(1,450,000)	88,000	(1,089,000)
Loss on sale of assets	0	(2,145,000)	0	(2,145,000)
Discontinued operations, net of income taxes	$ 0	$ (3,595,000)	$ 88,000	$ (3,234,000)

Note 8 (Details Textual)

Note 8 (Details Textual)	9 Months Ended	129 Months Ended
	Sep. 30, 2015USD ($)shares	Sep. 30, 2015USD ($)shares
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	0	0
Restricted Stock [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Restricted Stock [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	5 years
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	75,318	75,318
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $	$ 82,000	$ 82,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	1 year 91 days
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	2,155,028	2,155,028

Note 8 - Restricted Share Activ

Note 8 - Restricted Share Activity (Details) - Restricted Stock [Member]	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Unvested (in shares)	107,639
Unvested (in dollars per share) | $ / shares	$ 2
Granted (in shares)	0
Granted (in dollars per share) | $ / shares	$ 0
Vested (in shares)	(20,321)
Vested (in dollars per share) | $ / shares	$ 2.09
Forfeited (in shares)	(12,000)
Forfeited (in dollars per share) | $ / shares	$ 1.78
Unvested (in shares)	75,318
Unvested (in dollars per share) | $ / shares	$ 2.01

Note 9 - Inventory Components (

Note 9 - Inventory Components (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Inventory:
Raw materials	$ 747,000	$ 597,000
In transit finished goods	0	0
Finished goods	0	3,482,000
Total	$ 747,000	$ 4,079,000

Note 10 (Details Textual)

Note 10 (Details Textual)	Sep. 30, 2015USD ($)
Long-term Line of Credit	$ 0

Note 11 (Details Textual)

Note 11 (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Domestic Tax Authority [Member]
Operating Loss Carryforwards		$ 10,248,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards		$ 10,242,000
Tax Year 2012 [Member]
Open Tax Year	2,012
Tax Year 2013 [Member]
Open Tax Year	2,013
Tax Year 2014 [Member]
Open Tax Year	2,014
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	0
Deferred Tax Assets, Gross	4,800
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax	$ 160,000