Ag&e (WGA) 10-Q 14 Aug 18 2018 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information	6 Months Ended
	Jun. 30, 2018shares
Document Information [Line Items]
Entity Registrant Name	AG&E HOLDINGS INC.
Entity Central Index Key	105,608
Trading Symbol	agnu
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)	16,953,000
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Net sales	$ 2,350	$ 3,261	$ 5,172	$ 6,449
Cost of sales	1,611	2,243	3,662	4,461
Gross margin	739	1,018	1,510	1,988
Selling & administrative expenses	1,131	1,241	2,765	2,530
Transaction related costs				50
Intangible amortization	54	54	108	108
Operating loss	(446)	(277)	(1,363)	(700)
Interest expense	36	12	66	24
Loss before income tax	(482)	(289)	(1,429)	(724)
Income Tax expense	3	1	3	1
Net loss	$ (485)	$ (290)	$ (1,432)	$ (725)
Basic Diluted net loss per common share (in dollars per share)	$ (0.03)	$ (0.02)	$ (0.08)	$ (0.04)
Basic common weighted shares outstanding (in shares)	16,953,176	16,953,176	16,953,176	16,953,176
Diluted common weighted shares outstanding (in shares)	16,953,176	16,953,176	16,953,176	16,953,176

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current assets
Cash	$ 97,000	$ 47,000
Accounts receivable, net	1,132,000	2,117,000
Inventory	262,000	400,000
Prepaid expenses & other assets	498,000	486,000
Total current assets	1,989,000	3,050,000
Leasehold improvements	3,000	3,000
Machinery, equipment & software	2,258,000	2,224,000
less: Accumulated depreciation & amortization	(2,212,000)	(2,204,000)
Plant & equipment, net	49,000	23,000
Other assets:
Intangible Assets, net	1,289,000	1,397,000
Goodwill	1,152,000	1,152,000
Total other assets	2,441,000	2,549,000
Total assets	4,479,000	5,622,000
Current liabilities
Accounts payable	1,205,000	1,225,000
Note payable – related party	811,000	327,000
Note payable – line of credit	508,000	514,000
Severance Payable, Current	180,000
Accrued expenses	365,000	252,000
Total current liabilities	3,069,000	2,318,000
Long-term liabilities:
Note payable – related party	980,000	1,517,000
Severance payable	75,000
Total long term liabilities	1,055,000	1,517,000
Total liabilities	4,124,000	3,835,000
Shareholders' Equity:
Common stock : authorized 25,000,000 shares $1.00 par value; shares issued and outstanding: 16,953,176 shares as of June 30, 2018 16,953,176 shares as of December 31, 2017	16,953,000	16,953,000
Additional paid-in capital	688,000	688,000
Accumulated deficit	(17,286,000)	(15,854,000)
Total shareholders' equity	355,000	1,787,000
Total liabilities & shareholders' equity	$ 4,479,000	$ 5,622,000

Condensed Consolidated Balance4

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized (in shares)	25,000,000	25,000,000
Common stock, shares issued (in shares)	16,953,176	16,953,176
Common stock, shares outstanding (in shares)	16,953,176	16,953,176

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net loss	$ (1,432)	$ (725)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	116	134
Bad debt (recovery) expense	(10)	1
Changes in current assets & liabilities
Accounts receivable	995	(1,289)
Inventory	138	72
Prepaid expenses & other	(11)	(235)
Accounts payable	(20)	1,077
Severance payable	254
Accrued expenses	113	84
Net cash provided by (used in) operating activities	143	(881)
Cash provided by investing activities:
Additions to plant & equipment, net	(34)	(7)
Net cash used in investing activities	(34)	(7)
Cash used in financing activities:
Repayment - Note payable	(53)	(104)
Net repayment - Line of credit	(6)
Net cash used in financing activities	(59)	(104)
Net increase/(decrease) in cash	50	(992)
Cash at beginning of period	47	1,292
Cash at end of period	97	300
Supplemental cash flow disclosure:
Interest paid	36	24
Taxes paid	$ 3

Note 1 - Description of the Bus

Note 1 - Description of the Business	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Nature of Operations [Text Block]	1. Description of the Business AG&E Holdings Inc. (the “Company”) through its wholly owned subsidiary American Gaming & Electronics, Inc. (“AG&E”) distributes parts, and repairs and services gaming equipment to casinos throughout the United States with offices in Hammonton, New Jersey, Las Vegas, Nevada and West Palm Beach, Florida.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	2. Summary of Significant Accounting Policies 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 not 10 December 31, 2017. three six June 30, 2018 not 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. The fair value of the Company’s financial instruments does not Certain amounts in previously issued financial statements have been reclassified to conform to the current year’s presentation.

Note 3 - Going Concern

Note 3 - Going Concern	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Substantial Doubt about Going Concern [Text Block]	3. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of June 30, 2018 December 31, 2017, $17.3 $15.9 $3.5 November 22, 2018 4 no no may one one first 2018, 52% April 2018, second second third not If the company's revenue and stock price continues to decline, it is likely the company will recognize a goodwill impairment in the third

Note 4 - Debt

Note 4 - Debt	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Debt Disclosure [Text Block]	4. Debt Note payable – related party On November 30, 2016, $1.0 5% November 30, 2019 thirty-six $29,971 first November 30, 2017 $5 first December 1, 2016 November 30, 2017. November 30, 2020. $1.8 June 30, 2018. $1.0 November 30, 2018 $7.0 12 November 30, 2018. June 30, 2018, not $7.0 12 November 30, 2018. no Note payable – line of credit On November 22, 2017, $3.5 one first 0.75%, 4.75%. 85% June 30, 2018, $508,000, 5.25%, $261,000 November 22, 2018 no

Note 5 - Severance Payable

Note 5 - Severance Payable	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Separation Agreement Disclosure [Tex tBlock]	5. Severance Payable In March 2018, $299,000 $15,000 April 2018 November 2019. June 30, 2018, $255,000 $180,000

Note 6 - Stock Plans

Note 6 - Stock Plans	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]	6. Stock Plans The Company maintains a Stock Award Plan under which officers and key employees may 2,155,028 June 30, 2018 December 31, 2017, no no

Note 7 - Inventory

Note 7 - Inventory	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Inventory Disclosure [Text Block]	7. Inventory Our inventory consists entirely of finished goods as of June 30, 2018 December 31. 2017. June 30, 2018 December 31. 2017, $555,000 $531,000,

Note 8 - Long Lived Assets

Note 8 - Long Lived Assets	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Asset Impairment Charges [Text Block]	8. Long Lived Assets Customer lists are reviewed for impairment whenever events or circumstances indicate the carrying amount may not one June 30, 2018 December 31, 2017 no

Note 9 - Income Taxes

Note 9 - Income Taxes	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Income Tax Disclosure [Text Block]	9. Income Taxes An income tax valuation allowance is provided when it is more likely than not not $4.9 June 30, 2018, June 30, 2018, $13.3 2021. $16.0 June 30, 2018. $148,000, No twelve may The Company files tax returns in the U.S. federal jurisdiction and various state jurisdictions. The tax years 2014, 2015, 2016 2017 three six June 30, 2018, not not June 30, 2018, not

Note 10 - Revenue Recognition

Note 10 - Revenue Recognition	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Revenue from Contract with Customer [Text Block]	10. Revenue Recognition In May 2014, August 2015 May 2016, 2014 09 2015 14 2016 12 606. 606 December 15, 2017, may January 1, 2018, not The Company records revenue under ASC Topic 606 two two not When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, we record unearned revenue, which represents a contract liability. Unearned revenue was $15,000 June 30, 2018 $2,000 December 31, 2017 not We recognize unearned revenue as net sales after we have transferred control of the goods or services to the customer and all revenue recognition criteria are met. The adoption of the new standard would have had no December 31, 2017, January 1, 2018. For the second 2018, $1,069,000 $1,282,000, six June 30, 2018, $2,357,000 $2,815,000,

Note 11 - Recent Accounting Pro

Note 11 - Recent Accounting Pronouncements	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
New Accounting Pronouncements and Changes in Accounting Principles [Text Block]	11. Recent Accounting Pronouncements In February 2016, No. 2016 02, No. 2016 02 840, December 15, 2019, not

Note 12 - Related Party

Note 12 - Related Party	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	12. Related Party The Company leases the Hammonton facility from a company which is owned by the Company’s President and Chief Executive Officer. The Hammonton facility lease is currently a month-to-month lease. For the six June 30, 2018 2017, $51,000 $59,000, $0 June 30, 2018 December 31, 2017.

Significant Accounting Policies

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
New Accounting Pronouncements, Policy [Policy Text Block]	In February 2016, No. 2016 02, No. 2016 02 840, December 15, 2019, not

Note 3 - Going Concern (Details

Note 3 - Going Concern (Details Textual) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2018	Jun. 30, 2018USD ($)	Dec. 31, 2017USD ($)	Nov. 22, 2017USD ($)
Retained Earnings (Accumulated Deficit), Ending Balance		$ (17,286)	$ (15,854)
Number of Major Customers		1
Number of Vendors		1
Supplier Concentration Risk [Member] | Cost of Goods, Product Line [Member]
Concentration Risk, Percentage	52.00%
Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity				$ 3,500

Note 4 - Debt (Details Textual)

Note 4 - Debt (Details Textual)	Nov. 22, 2017USD ($)	Nov. 30, 2016USD ($)	Nov. 30, 2018USD ($)	Jun. 30, 2018USD ($)
Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 3,500,000
Line of Credit Facility, Maximum Borrowing Capacity, Percentage of Outstanding Eligible Accounts Receivable	85.00%
Long-term Line of Credit, Total				$ 508,000
Line of Credit Facility, Interest Rate at Period End				5.25%
Line of Credit Facility, Remaining Borrowing Capacity				$ 261,000
Revolving Credit Facility [Member] | Minimum [Member]
Debt Instrument, Interest Rate, Stated Percentage	4.75%
Revolving Credit Facility [Member] | Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	0.75%
AGA [Member] | Company Note [Member] | President [Member]
Debt Instrument, Face Amount		$ 1,000,000
Debt Instrument, Interest Rate, Stated Percentage		5.00%
Debt Instrument, Number of Monthly Payments		36
Debt Instrument, Monthly Payment		$ 29,971
AGA [Member] | Company Note 2 [Member] | President [Member]
Minimum Service Revenue Covenant		$ 5,000,000
Notes Payable, Related Parties				1,800,000
Debt Instrument, Contingent Consideration Accrued				$ 0
AGA [Member] | Company Note 2 [Member] | President [Member] | Scenario, Forecast [Member]
Debt Instrument, Face Amount			$ 1,000,000
Minimum Service Revenue Covenant			$ 7,000,000

Note 5 - Severance Payable (Det

Note 5 - Severance Payable (Details Textual) - USD ($)	4 Months Ended
	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017
Severance Payable	$ 255,000	$ 299,000
Separation Agreement, Monthly Payment	15,000
Severance Payable, Current	$ 180,000

Note 6 - Stock Plans (Details T

Note 6 - Stock Plans (Details Textual) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	2,155,028
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance	0	0
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total	$ 0	$ 0

Note 7 - Inventory (Details Tex

Note 7 - Inventory (Details Textual) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Inventory Valuation Reserves, Ending Balance	$ 555,000	$ 531,000

Note 8 - Long Lived Assets (Det

Note 8 - Long Lived Assets (Details Textual) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Asset Impairment Charges, Total	$ 0	$ 0

Note 9 - Income Taxes (Details

Note 9 - Income Taxes (Details Textual)	6 Months Ended
	Jun. 30, 2018USD ($)
Deferred Tax Assets, Gross, Total	$ 4,900,000
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax	148,000
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total	$ 0
Tax Year 2014 [Member]
Open Tax Year	2,014
Tax Year 2015 [Member]
Open Tax Year	2,015
Tax Year 2016 [Member]
Open Tax Year	2,016
Tax Year 2017 [Member]
Open Tax Year	2,017
Domestic Tax Authority [Member]
Operating Loss Carryforwards, Total	$ 13,300,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards, Total	$ 16,000,000

Note 10 - Revenue Recognition (

Note 10 - Revenue Recognition (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Contract with Customer, Liability, Total	$ 15,000		$ 15,000		$ 2,000
Revenue from Contract with Customer, Including Assessed Tax	2,350,000	$ 3,261,000	5,172,000	$ 6,449,000
Product [Member]
Revenue from Contract with Customer, Including Assessed Tax	1,069,000		2,357,000
Service [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 1,282,000		$ 2,815,000

Note 12 - Related Party (Detail

Note 12 - Related Party (Details Textual) - President and Chief Executive Officer [Member] - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Due to Related Parties, Total	$ 0		$ 0
Payments for Facility Lease [Member]
Related Party Transaction, Amounts of Transaction	$ 51,000	$ 59,000