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 |