Attached files

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EX-99.3 - EXHIBIT 99.3 - AG&E HOLDINGS INC.ex99-3.htm
EX-99.2 - EXHIBIT 99.2 - AG&E HOLDINGS INC.ex99-2.htm
EX-23.1 - EXHIBIT 23.1 - AG&E HOLDINGS INC.ex23-1.htm
8-K/A - FORM 8-K/A - AG&E HOLDINGS INC.wga20170214_8ka.htm

Exhibit 99.1

 

 

 

 

ADVANCED GAMING ASSOCIATES 

LLC FINANCIAL STATEMENTS

DECEMBER 31, 2015

  

 
 

 

 

INDEX

 

 

 

   

 

PAGE

 

 

ACCOUNTANT'S  AUDIT  REPORT

1

 

 

 

 

FINANCIAL STATEMENT:

 

 

 

BALANCE SIIEET

2-3

 

 

STATEMENT OF INCOME

4-5

 

 

STATEMENT OF CASH FLOWS

6

 

 

STATEMENT OF MEMBERS' EQUITY

7

 

 

NOTES TO FINANCIAL STATEMENTS

8-10

 

 
 

 

 

                          PORTOCK, BYE, WEISS & CO., LLC  
     

 

CERTIFIED PUBLIC ACCOUNTANTS

                         

 

JAMES F. PORTOCK, C.P.A.

KIRK D. BYE, C.P.A.

BRIAN C. WEISS, C.P.A.  

2701 NEW ROAD, P.O. BOX 159 

NORTHFIELD, NEW JERSEY

08225

                           

 

(609) 646-6676 • 646-0006

FAX 484-0572

 

 

  

 

MARCH 21, 2016

TO THE MEMBERS

ADVANCED GAMING ASSOCIATES LLC

109 EAST WILMONT AVE

SOMERS POINT, NEW JERSEY 08244

 

ACCOUNTANT'S AUDIT REPORT

 

WE HAVE AUDITED THE ACCOMPANYING BALANCE SHEET OF ADVANCED GAMING ASSOCIATES LLC, AS OF DECEMBER 31, 2015 AND THE RELATED STATEMENTS OF INCOME, MEMBERS' EQUITY AND CASH FLOWS FOR THE YEAR THEN ENDED. THESE FINANCIAL STATEMENTS ARE THE RESPONSIBILITY OF THE MANAGEMENT OF ADVANCED GAMING ASSOCIATES LLC. OUR RESPONSIBILITY IS TO EXPRESS AN OPINION ON THESE FINANCIAL STATEMENTS BASED ON OUR AUDIT.

 

WE CONDUCTED THE AUDIT IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS. THOSE STANDARDS REQUIRE THAT WE PLAN AND PERFORM THE AUDIT TO OBTAIN REASONABLE ASSURANCE ABOUT WHETHER THE FINANCIAL STATEMENTS ARE FREE OF MATERIAL MISSTATEMENT. AN AUDIT INCLUDES EXAMINING, ON A TEST BASIS, EVIDENCE SUPPORTING THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL STATEMENTS. AN AUDIT ALSO INCLUDES ASSESSING THE ACCOUNTING PRINCIPLES USED AND SIGNIFICANT ESTIMATES MADE BY MANAGEMENT, AS WELL AS EVALUATING THE OVERALL FINANCIAL STATEMENT PRESENTATION. WE BELIEVE OUR AUDIT PROVIDES A REASONABLE BASIS FOR OUR OPINION.

 

IN OUR OPINION, THE FINANCIAL STATEMENTS REFERRED TO ABOVE PRESENT FAIRLY, IN ALL MATERIAL ASPECTS, THE FINANCIAL POSITION OF ADVANCED GAMING ASSOCIATES LLC, AS OF DECEMBER 31, 2015, AND THE RESULTS OF ITS OPERATIONS AND ITS CASH FLOWS. FOR THE YEAR THEN ENDED, IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

 

 

RESPECTFULLY SUBMITTED,

 

/s/ PORTOCK, BYE, WEISS & CO., LLC

CERTIFIED PUBLIC ACCOUNTANTS

 

 

MEMBER

AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

  

 
Page 1

 

 

ADVANCED GAMING ASSOCIATES LLC

BALANCE SHEET

AS OF DECEMBER 31, 2015

 

 

ASSETS

 

 

   

2015

 
         

CURRENT ASSETS

       

CASH IN BANKS

  $ 7,238.24  

ACCOUNTS RECEIVABLE

    723,013.92  

EMPLOYEE LOANS - R GELMAN

    1,000.00  

LOAN REC - M MCCORKLE

    400.00  

INVENTORY

    705,512.60  
         

TOTAL CURRENT ASSETS

    1,437,164.76  
         

PROPERTY AND EQUIPMENT

       

LEASEHOLD IMPROVEMENTS

    44,448.42  

TRUCKS & AUTOS

    99,330.59  

MACHINERY & EQUIPMENT

    4,723.50  

FURNITURE & FIXTURES

    25,718.59  

OFFICE EQUIPMENT

    5,882.15  

LESS: ACCUMULATED DEPRECIATION

    (54,442.00

)

         

NET PROPERTY AND EQUIPMENT

    125,661.25  
         
         

OTHER ASSETS

       

ORGANIZATION EXPENSE

    5,000.00  

LOAN FEES

    12,400.00  

LESS: ACCUMULATED AMORTIZATION

    (10,939.00

)

         

TOTAL OTHER ASSETS

    6,461.00  
         

TOTAL ASSETS

  $ 1,569,287.01  

  

 

SEE ACCOMPANYING NOTES AND ACCOUNTANT'S AUDIT REPORT

 

 
Page 2

 

 

ADVANCED GAMING ASSOCIATES LLC

BALANCE SHEET

AS OF DECEMBER 31, 2015

 

 

 LIABILITIES AND CAPITAL

 

   

2015

 
         

CURRENT LIABILITIES

       

SALES TAX PAYABLE

  $ 4,412.09  

ACCOUNTS PAYABLE

    552,147.36  

NOTE PAYABLE - BMW

    6,396.19  

NOTE PAYABLE- FULTON BANK

    189,368.22  

NOTE PAYABLE - CAPE BANK

    19,039.04  

NOTE PAYABLE- ALLY

    3,725.25  
         

TOTAL CURRENT LIABILITIES

    775,088.15  
         

NON-CURRENT LIABILITIES

       

NOTE PAYABLE - CAPE BANK

    166,995.67  

NOTE PAYABLE - ALLY

    13,895.51  

NOTE PAYABLE - BMW

    3,923.75  
         

TOTAL NON-CURRENT LIABILITIES

    184,814.93  
         

TOTAL LIABILITIES

    959,903.08  
         

CAPITAL

       

BEGINNING CAPITAL

    786,941.42  

WITHDRAWS

    (580,687.40

)

NET PROFIT YEAR TO DATE

    403,129.91  
         

TOTAL CAPITAL

    609,383.93  
         

TOTAL LIABILITIES AND CAPITAL

  $ 1,569,287.01  

 

 

SEE ACCOMPANYING NOTES AND ACCOUNTANT'S AUDIT REPORT

 

 
Page 3

 

 

ADVANCED GAMING ASSOCIATES LLC

STATEMENT OF INCOME

FOR THE 12 MONTHS ENDED DECEMBER 31, 2015

 

 

   

12 MONTHS ENDED

 
   

DECEMBER 31, 2015

 
         

CONTRACT INCOME

       

SALES

  $ 6,706,710.91  
         

TOTAL CONTRACT INCOME

    6,706,710.91  
         

COST OF CONTRACTS

       

PURCHASES

    2,013,651.05  

FREIGHT

    41,986.04  

PAYROLL

    2,970,195.21  

PAYROLL TAX

    307,680.35  

SUBCONTRACTORS

    232,318.12  

INVENTORY ENDING

    (705,512.60

)

         

TOTAL COST OF CONTRACTS

    4,860,318.17  
         

GROSS PROFIT

    1,846,392.74  
         

OPERATING EXPENSES (SCHEDULE)

    1,443,555.34  
         

NET OPERATING PROFIT

    402,837.40  
         

OTHER INCOME INTEREST

    292.51  
         

TOTAL OTHER INCOME

    292.51  
         
         

NET PROFIT

  $ 403,129.91  

 

 

SEE ACCOMPANYING NOTES AND ACCOUNTANT'S AUDIT REPORT

 

 
Page 4

 

 

ADVANCED GAMING ASSOCIATES LLC

STATEMENT OF INCOME

FOR THE 12 MONTHS ENDED DECEMBER 31, 2015

 

 

 

   

12 MONTHS ENDED

 
       
   

DECEMBER 31,

2015

 
         
         

OPERATING EXPENSES

       

ADVERTISI NG

  $ 5,685.52  

AUTO EXPENSE

    43,505.27  

AUTO LEASE

    9,236.88  

AMORTIZATION

    1,810.00  

BAD DEBTS

    126,324.52  

BANK CHARGES

    4,936.69  

CONSULTATION

    5,000.00  

COMMISSIONS

    135.00  

DEPRECIATION

    12,932.00  

DUES & SUBSCRIPTION

    1,723.61  

EDUCATION

    2,820.99  

ELECTRIC

    11,501.46  

EQUIPMENT LEASING

    45,460.69  

GAS

    6,527.22  

HOSPITALIZATION

    321.13  

INSURANCE

    113,820.11  

INSURANCE - LIFE

    41,153.45  

INTEREST

    17,451.38  

JANITORIAL

    5,000.00  

LEGAL & PROFESSIONAL

    148,696.30  

LICENSES

    97,040.14  

MAINTENANCE

    10,206.50  

MEALS & ENTERTAINMENT

    146,630.02  

OFFICE EXPENSE

    27,124.58  

OUTSIDE SERVICE

    3,558.80  

PAYROLL SERVICE

    13,609.21  

PENSION EXPENSE

    31,225.12  

POLITICAL CONTRIBUTION

    1,000.00  

PROMOTION

    938.45  

RENT

    39,726.75  

STATUTORY REPRESENTATION

    4,683.85  

SUPPLIES

    22,522.75  

TAXES - OTHER

    394.47  

TELEPHONE

    17,224.31  

TRAVEL

    418,553.84  

UNIFORMS

    4,958.76  

WATER & SEWERAGE

    115.57  
         

TOTAL OPERATING EXPENSES

  $ 1,443,555.34  

 

 

SEE ACCOMPANYING NOTES AND ACCOUNTANT'S AUDIT REPORT

 

 
Page 5

 

 

ADVANCED GAMING ASSOCIATES LLC 

STATEMENT OF CASH FLOWS 

FOR THE 12 MONTHS ENDED DECEMBER 31, 2015

  

   

2015

 

CASH FLOWS FROM OPERATING ACTIVITIES

       

NET INCOME (LOSS)

  $ 403,129.91  
         

NON-CASH ITEMS INCLUDED IN NET INCOME DEPRECIATION

    12,932.00  

AMORTIZATION

    1,810.00  
         

CHANGES IN:

       

ACCOUNTS RECEIVABLE

    159,876.88  

INVENTORY

    (705,512.60

)

401K PAYABLE

    (113.50

)

ACCOUNTS PAYABLE

    538,569.51  

SALES TAX PAYABLE

    3,959.82  
         

TOTAL ADJUSTMENTS

    11,522.11  
         

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

    414,652.02  
         

CASH FLOWS FROM INVESTING ACTIVITIES

       

TRUCKS & AUTOS

    (24,762.46

)

FURNITURE & FIXTURES

    (3,251.00

)

OFFICE EQUIPMENT

    (3,480.00

)

         

NET CASH PROVIDED BY (USED IN)

       

INVESTING ACTIVITIES

    (31,493.46

)

         

CASH FLOWS FROM FINANCING ACTIVITIES

       

EMPLOYEE LOANS • R GELMAN

    (1,000.00

)

LOAN REC • PAUL

    200.00  

LOAN REC • M MCCORKLE

    (400.00

)

NOTE PAYABLE BMW

    (6,275.90

)

NOTE PAYABLE CAPE BANK

    (20,000.00

)

NOTE PAYABLE CAPE BANK

    (16,493.79

)

NOTE PAYABLE ALLY

    17,620.76  

WITHDRAWS/INVESTMENT

    189,368.22  

NOTE PAYABLE - FULTON BANK

    (580,687.40

)

         

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

    (417,668.11

)

         

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

    (34,509.55

)

         

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

    41,747.79  
         

CASH AND CASH EQUIVALENTS AT END OF PERIOD

  $ 7,238.24  
         

CASH PAID FOR INTEREST

  $ 17,451.38  

 

 

SEE ACCOMPANYING NOTES AND ACCOUNTANT'S AUDIT REPORT

 

 
Page 6

 

 

ADVANCED GAMING ASSOCIATES LLC

STATEMENT OF MEMBERS' EQUITY

AS OF DECEMBER 31, 2015

 

 

 

 

MEMBERS' EQUITY - DECEMBER 31, 2014

  $ 786,941.42  
         

NET INCOME (SCHEDULE)

    403,129.91  
         

MEMBERS' WITHDRAWALS

 

{580,687.40)

 
         

MEMBERS' EQUITY - DECEMBER 31, 2015

  $ 609,383.93  

  

 

SEE ACCOMPANYING NOTES AND ACCOUNTANTS AUDIT REPORT

 

 
Page 7

 

 

ADVANCED GAMING ASSOCIATES, LLC

NOTES TO FINANCIAL

STATEMENTS

DECEMBER 31, 2015

 

 

 

NOTE I – SUMMARY OF SIGNIFICANT

 

ACCOUNTING POLICIES NATURE OF BUSINESS

 

THE COMPANY IS A DIVERSE SALES AND SERVICE ORGANIZATION FOCUSED ON PROVIDING TURN KEY SERVICES FOR GAMING FLOORS AND SLOT MANUFACTURERS. THE COMPANY'S REVENUE IS PRIMARILY DERIVED FROM FIXED PRICED CONTRACTS, WHICH ARE GENERALLY COMPLETED IN ONE YEAR OR LESS.

 

ACCOUNTING BASIS FOR RECORDING INCOME

 

THE COMPANY REPORTS REVENUE AND EXPENSES UNDER THE ACCRUAL BASIS METHOD OF ACCOUNTING. INCOME IS REPORTED WHEN EARNED AND EXPENSES ARE RECORDED WHEN INCURRED.

 

CASH AND CASH EQUIVALENTS

 

FOR THE PURPOSES OF THE STATEMENT OF CASH FLOW, THE COMPANY CONSIDERS ALL HIGHLY LIQUID INVESTMENTS WITH A MATURITY OF THREE MONTHS OR LESS TO BE CASH EQUIVALENTS. THE COMPANY, AT TIMES, MAINTAINS CASH BALANCES WHICH MAY EXCEED FEDERALLY INSURED AMOUNTS AT A SINGLE FINANCIAL INSTITUTION.

 

ACCOUNTS RECEIVABLE

 

MANAGEMENT HAS CONSIDERED ACCOUNTS RECEIVABLE TO BE FULLY COLLECTABLE, ACCORDINGLY, NO PROVISION FOR BAD DEBTS HAS BEEN MADE. UNCOLLECTABLE ACCOUNTS ARE CHARGED TO EXPENSES AS INCURRED.

 

PROPERTY, EQUIPMENT AND DEPRECIATION

 

EQUIPMENT IS STATED AT COST. DEPRECIATION IS CALCULATED USING THE MODIFIED ACCELERATED COST RECOVERY SYSTEM (MACRS) OVER STATUTORY PERIODS. THESE LIVES MAY BE SHORTER THAN THE ESTIMATED USEFUL LIVES THAT WOULD HAVE BEEN USED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. THIS VARIANCE CAUSED BY MACRS IN NOT CONSIDERED TO BE MATERIAL.

 

ORGANIZATION EXPENSE

 

ORGANIZATION EXPENSES INCURRED IN THE FORMATION OF THE COMPANY ARE AMORTIZED OVER 5 YEARS ON A STRAIGHT LINE BASIS

 

LOAN FEES

 

LOAN FEES INCURRED IN FINANCING THE NEW DEBT AS DESCRIBED IN NOTE 3 ARE BEING AMORTIZED OVER THE IO YEAR LIFE OF THE LOAN

  

 
Page 8

 

 

INCOME TAXES

 

IN 2014 THE ENTITY HAD ELECTED WITH THE INTERNAL REVENUE SERVICE TO BE TAXABLE AS A SUBCHAPTER S CORPORATION FOR FEDERAL PURPOSES. THEREFORE, THERE IS NO FEDERAL TAX AT THE CORPORATE LEVEL. PROFITS AND LOSSES ARE PASSED THROUGH TO THE INDIVIDUAL SHAREHOLDERS' INCOME TAX RETURN. FOR STATE PURPOSES THE COMPANY REMAINS A LIMITED LIABILITY COMPANY. THE PROFITS AND LOSSES ARE ALSO PASSED THROUGH TO THE MEMBERS AND THEREFORE TAXED BY THE INDIVIDUAL.

 

NOTE 2-PROPERTY AND EQUIPMENT

 

THE FOLLOWING IS A SUMMARY OF PROPERTY AND EQUIPMENT AT COST LESS ACCUMULATED DEPRECIATION AS OF DECEMBER 31, 2015.

 

LEASEHOLD IMPROVEMENTS

  $ 44,448.42  

TRUCKS & AUTOS

    99,330.59  

FURNITURE & FIXTURES

    25,718.59  

MACHINERY & EQUIPMENT

    4,723.50  

OFFICE EQUIPMENT

    5,882.15  
         

TOTAL

  $ 180,103.25  

ACCUMULATED DEPRECIATION

    54,442.00  
         

NET PROPERTY & EQUIPMENT

  $ 125,661.25  

 

 

DEPRECIATION EXPENSE FOR 2015 WAS $ 12,932.00

 

NOTE 3-NOTES PAYABLE

 

NOTES PAYABLE CONSIST OF THE FOLLOWING:

 

ON DECEMBER 16, 2011, THE COMPANY, ALONG WITH OWNER OF THE COMPANY AND THE REAL ESTATE COMPANY, OWNED BY THE OWNER OF THE COMPANY, BORROWED $700,000 FROM CAPE BANK. ALL THREE ARE GUARANTORS OF THE LOAN. THE PROCEEDS WERE USED TO PAY OFF EXISTING DEBT OF THE COMPANY AND MORTGAGES ON PROPERTIES OWNED BY THE OWNER & THE OFFICERS OF THE COMPANY. THE PROCEEDS OF THE $700,000 WHICH WERE UTILIZED BY ADVANCED GAMING ASSOCIATES LLC WAS $315,000. THIS IS THE ONLY DEBT REFLECTED ON THE FINANCIAL STATEMENTS OF THIS COMPANY. ON FEBRUARY 7, 2014 THE TERMS OF THE LOAN WERE RENEGOTIATED. THE PRINCIPAL BALANCE WAS CHANGED TO $ 485,000.00 WITH A 5% INTEREST RATE. HOWEVER, THE COMPANY IS ONE OF THE GUARANTORS OF THE TOTAL DEBT. THE BALANCE OWED BY ALL ENTITIES AT DECEMBER 31, 2015 IS $413,410.68 OF WHICH $186,034.81 IS REFLECTED ON THE FINANCIAL STATEMENTS OF ADVANCED GAMING LLC. THE NOTE BEARS INTEREST AT THE RATE OF 5% PER ANNUM WITH A MATURITY DATE OF FEBRUARY 1, 2024. THE TOTAL MONTHLY PAYMENT IS $5,160.45 WHICH WILL CONTINUE THROUGH FEBRUARY 1, 2024 AT WHICH TIME THE PRINCIPAL WILL BE PAID IN FULL.

 

 
Page 9

 

 

PRINCIPAL MATURITIES ARE SUMMARIZED AS FOLLOWS:

 

   

ADVANCED GAMING

LLC REPRESENTING

45% OF

THE LOAN

   

TOTAL LOAN

 

2016

    19,039       42,309  

2017

    20,013       44,474  

2018

    21,037       46,749  

2019

    22,113       49,141  

2020

    23,245       51,655  

THEREAFTER

    80,588       179,083  

 

 

ON APRIL 12, 2014 THE COMPANY ENTERED INTO AN INSTALLMENT NOTE TO PURCHASE A VEHICLE. THE AMOUNT BORROWED WAS $20,615.54 WITH MONTHLY PAYMENTS OF $446.71 AT AN INTEREST RATE OF 1.9%. THE MONTHLY PAYMENTS WILL CONTINUE FOR 48 MONTHS ENDING IN MAY OF 2018.

 

ON APRIL 7, 2015 THE COMPANY ENTERED INTO AN INSTALLMENT NOTE TO PURCHASE A CARGO VAN. THE AMOUNT BORROWED WAS $20,000 WITH A MONTHLY PAYMENT OF $379.00 AT AN INTEREST RATE OF 5.09%. THE MONTHLY PAYMENTS WILL CONTINUE FOR 60 MONTHS ENDING IN MAY OF 2020.

 

THE PRINCIPAL MATURITIES OF THE TWO INSTALLMENT LOANS ARE AS FOLLOWS:

 

2016

    10,121  

2017

    7,846  

2018

    4,129  

2019

    4,346  

2020

    1,499  

 

 

THE COMPANY ENTERED INTO A CREDIT LINE WITH FULTON BANK OF NEW JERSEY ON OCTOBER 2, 2015. THE CREDIT LIMIT IS $500,000 OF WHICH $189,368.22 WAS UTILIZED AS OF DECEMBER 31, 2015. THE INTEREST RATE IS VARIABLE BASED ON THE WALL STREET JOURNAL U.S. PRIME, WHICH IS THE BASE RATE ON CORPORATE LOANS POSTED BY AT LEAST 75% OF THE NATION'S LARGEST BANKS. THE INTEREST RATE AT DECEMBER 31, 2015 WAS 4.5%.

 

 

NOTE 4-RELATED PARTY TRANSACTIONS

 

THE COMPANY LEASES ITS OFFICE SPACE ON A MONTH TO MONTH BASIS FROM ITS SOLE MEMBER'S ENTITY. RENT EXPENSE FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 2015 WAS $4,500.00.

 

NOTE 5 -RETIREMENT PLAN

 

THE COMPANY MAINTAINS A DEFINED BENEFIT PENSION PLAN IN COMBINATION WITH A DEFINED CONTRIBUTION PROFIT SHARING PLAN WITH A 401K. ELIGIBLE EMPLOYEES INCLUDE FULL-TIME WITH A YEAR OF SERVICE WITH A MINIMUM AGE OF 21. THE CONTRIBUTION BY THE COMPANY FOR THE YEAR IS $31,225.12. 

 

 

Page 10