# Avalon Holdings Corp: Form 10-Q for the period ended Jun 30, 2021 - Company: [Avalon Holdings Corp](/companies/awx.md) (CIK 1061069) - Form: 10-Q - Filed: 2021-08-06 - Accepted by EDGAR: Aug 6, 2021, 17:06 ET - Period: 2021-06-30 - Accession: 0001437749-21-018949 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/1061069/000143774921018949/awx20210630_10q.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1061069/000143774921018949/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2021-06-30. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 3 months, 2021-04-01 to 2021-06-30 | $16.4m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | | Revenue | 6 months, 2021-01-01 to 2021-06-30 | $31.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | | Selling, general and administrative | 3 months, 2021-04-01 to 2021-06-30 | $2.5m | us-gaap:SellingGeneralAndAdministrativeExpense | | Selling, general and administrative | 6 months, 2021-01-01 to 2021-06-30 | $4.8m | us-gaap:SellingGeneralAndAdministrativeExpense | | Operating income | 3 months, 2021-04-01 to 2021-06-30 | $27.0k | us-gaap:OperatingIncomeLoss | | Operating income | 6 months, 2021-01-01 to 2021-06-30 | −$119.0k | us-gaap:OperatingIncomeLoss | | Interest expense | 3 months, 2021-04-01 to 2021-06-30 | $291.0k | us-gaap:InterestExpense | | Interest expense | 6 months, 2021-01-01 to 2021-06-30 | $588.0k | us-gaap:InterestExpense | | Income tax | 3 months, 2021-04-01 to 2021-06-30 | $15.0k | us-gaap:IncomeTaxExpenseBenefit | | Income tax | 6 months, 2021-01-01 to 2021-06-30 | $58.0k | us-gaap:IncomeTaxExpenseBenefit | | Net income | 3 months, 2021-04-01 to 2021-06-30 | $742.0k | us-gaap:NetIncomeLoss | | Net income | 6 months, 2021-01-01 to 2021-06-30 | $1.5m | us-gaap:NetIncomeLoss | | Diluted EPS | 3 months, 2021-04-01 to 2021-06-30 | $0.19 | us-gaap:EarningsPerShareDiluted | | Diluted EPS | 6 months, 2021-01-01 to 2021-06-30 | $0.37 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 3 months, 2021-04-01 to 2021-06-30 | $0.19 | us-gaap:EarningsPerShareBasic | | Basic EPS | 6 months, 2021-01-01 to 2021-06-30 | $0.37 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 3 months, 2021-04-01 to 2021-06-30 | 3,928,971 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Diluted shares (weighted) | 6 months, 2021-01-01 to 2021-06-30 | 3,936,854 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 6 months, 2021-01-01 to 2021-06-30 | $1.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Capital expenditure | 6 months, 2021-01-01 to 2021-06-30 | $1.8m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | | Cash and equivalents | at 2021-06-30 | $4.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2021-06-30 | $16.6m | us-gaap:AssetsCurrent | | Total assets | at 2021-06-30 | $78.7m | us-gaap:Assets | | Current liabilities | at 2021-06-30 | $18.8m | us-gaap:LiabilitiesCurrent | | Long-term debt | at 2021-06-30 | $19.9m | us-gaap:LongTermDebtNoncurrent | | Current portion of debt | at 2021-06-30 | $1.1m | us-gaap:LongTermDebtCurrent | | Shareholders' equity | at 2021-06-30 | $38.6m | us-gaap:StockholdersEquity | ## Management's discussion and analysis As filed, 70,979 characters. ### FINANCIAL CONDITION AND RESULTS OF OPERATIONS *The following discussion provides information which management believes is relevant to an assessment and understanding of the operations and financial condition of Avalon Holdings Corporation and its subsidiaries. As used in this report, the term “Avalon” or the “Company” means Avalon Holdings Corporation, its wholly owned subsidiaries and variable interest entities when it has been determined that Avalon is the primary beneficiary of those company’s operations, taken as a whole, unless the context indicates otherwise.* *Statements included in Management’s Discussion and Analysis of Financial Condition and Results of Operations which are not historical in nature are intended to be, and are hereby identified as, “forward looking statements”. Avalon cautions readers that forward looking statements, including, without limitation, those relating to Avalon’s future business prospects, revenues, working capital, liquidity, capital needs, interest costs, and income, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward looking statements, due to risks and factors identified herein and from time to time in Avalon’s reports filed with the Securities and Exchange Commission.* ### Liquidity and Capital Resources For the six months ended June 30, 2021, Avalon utilized existing cash and cash provided by operations to meet operating needs and make required monthly payments on our term loan facility. Cash in our project fund account was utilized to fund capital expenditures which included the continued renovation of The Grand Resort and Avalon Field Club at New Castle as further described below. ### Financial Impact of COVID-19 Pandemic In December 2019, a novel strain of coronavirus, COVID-19, emerged in Wuhan, Hubei Province, China. While initially concentrated in China, the outbreak spread to other countries and infections have been reported globally including in the United States. On March 11, 2020, the World Health Organization declared the COVID-19 viral disease a pandemic. As a result, the federal and state governmental bodies began taking unprecedented measures to try and control the spread of the virus including the issuance of temporary stay at home orders, the temporary closing of non-essential businesses and in-house dining and restrictions on gatherings and events. During the six months ended June 30, 2020, the various governmental orders that were issued to control the spread of COVID-19 adversely impacted our operations and related financial results. Our restaurants operated under government mandated occupancy restrictions for in-house dining. Food and beverages sales related to banquets and conferences were significantly lower as a result of restrictions placed on gatherings and events. In addition, in March 2020, the Company began experiencing a high level of room and event cancellations with some subsequent re-bookings for a future date. Although the various government mandates impacting our business operations have currently been lifted, we may experience weakened demand in light of continued travel restrictions or warnings, consumer fears and reduced consumer discretionary spending and general economic uncertainty. The full extent of the impact of the COVID-19 pandemic on our operations and financial performance will depend on future developments, including the duration and spread of the pandemic and the impact of COVID-19 variants, all of which are uncertain and cannot be predicted at this time. Governmental bodies may continue to impose additional restrictions, which could include additional shutdowns, to stop the spread of infection. These additional restrictions would have a negative impact on our financial condition, results of operations and cash flows. ### Paycheck Protection Program Loan The Coronavirus Aid, Relief, and Economic Security Act, or (“CARES”) Act, was signed into law on March 27, 2020, and provides over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration to temporarily guarantee loans under a new loan program called the Paycheck Protection Program (the “Program”). The Program provides for 100% federally guaranteed loans to small businesses to allow employers to keep workers employed and maintain payroll during the pandemic and economic downturn. Under the Program, qualified companies are eligible for a loan in an amount equal to the lesser of $10 million or 2.5 times the business’s average monthly payroll. Collateral or guarantor support is not required for the loan. Under the Program, the borrower is eligible for loan forgiveness up to the amount the borrower spends on certain eligible costs during, at the borrowers election, either an 8 or 24 week covered period beginning on the date the proceeds were received on the loan. Eligible costs under the Program include payroll costs, interest on mortgage obligations incurred before the covered period, rent on leasing agreements and utility services. The amount of loan forgiveness is reduced if there is a reduction in the number of employees or a reduction of greater than 25% in wages paid to employees. Under the Program, proceeds that are not forgiven convert to a loan bearing interest at a fixed rate of 1% payable, at the borrowers election, in either 18 or 54 equal monthly installments commencing 10 months after the end of their covered period. In the second quarter of 2020, certain wholly-owned subsidiaries of Avalon entered into agreements and received a total of approximately $2.8 million in loans under the Program. The Company utilized the entire balance of the loan proceeds in accordance with the Program’s guidelines using the 24 week loan forgiveness period and subsequently applied for forgiveness with the Small Business Administration. During the fourth quarter of 2020, approximately $0.8 million of the loans and $4,000 of associated interest were forgiven by the Small Business Administration. During the first quarter of 2021, approximately $1.1 million of the loans and $8,000 of associated interest were forgiven by the Small Business Administration and, during the second quarter of 2021, the remaining $0.9 million of the loans and $9,000 of associated interest were forgiven by the Small Business Administration. Debt forgiven in accordance with the Program is recognized in the Condensed Consolidated Statements of Operations as a gain on debt extinguishment. ### Capital Expenditures During the six months ended June 30, 2021, Avalon incurred capital expenditures of $2.1 million of which $1.8 million of such expenditures was paid to vendors during the period. Expenditures primarily related to the continued renovation and expansion of The Grand Resort and the clubhouse at Avalon Field Club at New Castle. During the six months ended June 30, 2020, Avalon incurred capital expenditures of $3.0 million of which $2.3 million of such expenditures was paid to vendors during the period. Expenditures primarily related to the continued renovation and expansion of The Grand Resort. In addition, approximately $0.4 million of such expenditures related to golf course maintenance equipment acquired under new finance lease agreements. In 2021 and 2020, The Grand Resort was in operation but still in the process of being renovated and expanded. The renovations and expansion include the renovation of existing hotel rooms and the addition of a new restaurant, bars, cigar lounge, salon and spa. Avalon’s aggregate capital expenditures in 2021 are expected to be in the range of $3.0 million to $4.0 million, funded with cash from our project fund account. Capital expenditures principally relate to the continued renovation and expansion of The Grand Resort, the clubhouse at Avalon Field Club at New Castle, building improvements and equipment purchases. ### New Term Loan Agreement On December 20, 2019, Avalon and certain direct and indirect wholly owned subsidiaries entered into a loan and security agreement (the “New Term Loan Agreement”) with Laurel Capital Corporation which provided for a $23.0 million term loan. At closing, $13.8 million of the proceeds were used to pay off and refinance amounts outstanding under our then existing term loan and commercial mortgage agreements, $1.7 million of the proceeds were used to pay down the outstanding balance and associated interest on our existing line of credit agreement and $0.3 million of the proceeds were utilized to pay related transaction costs. The remaining proceeds of approximately $7.2 million were deposited into a project fund account for which those proceeds are required to fund future costs of renovating and expanding both The Grand Resort and Avalon Field Club at New Castle. At June 30, 2021 and December 31, 2020, loan proceeds of $2.9 million and $3.9 million, respectively, remained in the project fund account. The then existing term loan and commercial mortgage agreements were terminated in conjunction with the New Term Loan Agreement. The New Term Loan Agreement is payable in 119 equal monthly installments of principal and interest, based on a fifteen (15) year maturity schedule which commenced January 20, 2020 followed by one final balloon payment of all remaining principal, interest and fees due on the maturity date of December 20, 2029. Borrowings under the New Term Loan Agreement bear interest at a fixed rate of 5.00% until the fifth anniversary date of the closing at which time the interest rate will be reset to a fixed rate equal to the greater of (a) 5.00% per annum or (b) the sum of the five year treasury rate on the date two (2) business days prior to the reset date plus 3.60%, provided that the applicable rate shall in no event exceed 7.35% per annum. Avalon has the right to prepay the amount outstanding under the New Term Loan Agreement, in whole or in part, at any time upon payment of the principal amount of the loan to be prepaid plus accrued unpaid interest thereon to the prepayment date, plus an applicable prepayment penalty. The prepayment penalty, expressed as a percentage of the principal of the loan being prepaid, is five percent (5%) on any prepayment in the first five years; four percent (4%) on any prepayment in the sixth and seventh year; three percent (3%) on any prepayment in the eighth and ninth year; and two percent (2%) on any prepayment in the tenth year. Borrowings under the New Term Loan Agreement are secured by certain real property and related business assets as defined in the agreement. The New Term Loan Agreement contains a Fixed Charge Coverage Ratio requirement of at least 1.20 tested on an annual basis on December 31 of each year. The New Term Loan also contains other nonfinancial covenants, customary representations, warranties and events of default. Avalon was in compliance with the New Term Loan Agreement covenants at June 30, 2021 and December 31, 2020. ### Line of Credit Agreement On May 31, 2018, Avalon entered into a business loan agreement with Premier Bank (formerly Home Savings Bank), (the “Line of Credit Agreement”) which provides for a line of credit of up to $5.0 million. On August 5, 2020, the Company amended the Line of Credit Agreement to extend the maturity date to July 31, 2022. Under the Line of Credit Agreement, borrowings in excess of $1.0 million are subject to a borrowing base which is calculated based off a specific level of eligible accounts receivable of the waste management business as defined in the agreement. No amounts were drawn under the Line of Credit Agreement at June 30, 2021 and December 31, 2020. Outstanding borrowings under the Line of Credit Agreement bear interest at Prime Rate plus .25%. At June 30, 2021, the interest rate on the Line of Credit Agreement was 3.50%. Borrowings under the Line of Credit Agreement are secured by certain business assets of the Company including accounts receivable, inventory and equipment. The Line of Credit Agreement contains a Fixed Charge Coverage Ratio requirement of at least 1.20 tested on an annual basis on December 31 of each year. The Line of Credit Agreement also contains other nonfinancial covenants, customary representations, warranties and events of default. Avalon was in compliance with the Line of Credit Agreements covenants at June 30, 2021 and December 31, 2020. During the three months ended June 30, 2021 and 2020, the weighted average interest rate on outstanding borrowings was 4.92% and 4.67%, respectively. During the six months ended June 30, 2021 and 2020, the weighted average interest rate on outstanding borrowings was 4.86% and 4.82%, respectively. ### Squaw Creek Country Club Lease Agreement In November 2003, Avalon entered into a long-term agreement with Squaw Creek Country Club to lease and operate its golf course and related facilities. The lease has an initial term of ten (10) years with four (4) consecutive ten (10) year renewal term options unilaterally exercisable by Avalon. Under the lease, Avalon is obligated to pay $15,000 in annual rent and make leasehold improvements of $150,000 per year. Amounts expended by Avalon for leasehold improvements during a given year in excess of $150,000 will be carried forward and applied to future leasehold improvement obligations. Based upon the amount of leasehold improvements already made, Avalon expects to exercise all of its remaining renewal options. ### Working Capital At June 30, 2021 and December 31, 2020, there was a working capital deficit of approximately $2.1 million and $1.9 million, respectively. Working capital was negatively impacted primarily by an increase in deferred membership dues and accrued compensation. The negative impact was partially offset by an increase in accounts receivable, unbilled membership dues, inventory and a decrease in accounts payable and the current portion of the Paycheck Protection Program loans that were forgiven by the Small Business Administration. Accounts receivable increased to $9.0 million at June 30, 2021 compared with $8.7 million at December 31, 2020. Accounts receivable related to the golf and related operations segment increased approximately $1.1 million at June 30, 2021 compared to December 31, 2020 due to the associated timing of annual membership renewals. The increase in accounts receivable related to our golf and related operations segment was partially offset by a decrease in accounts receivable related to our waste management services segment. Accounts receivable related to our waste management services segment decreased approximately $0.8 million at June 30, 2021 compared with December 31, 2020 as a result of the decline in net operating revenues in the second quarter of 2021 compared with the fourth quarter of 2020. Accounts payable decreased to $8.6 million at June 30, 2021 compared to $9.1 million at December 31, 2020. The decrease in accounts payable was primarily due to a decrease in amounts due to disposal facilities and transportation carriers of the waste management services associated with the decrease in net operating revenues in the second quarter of 2021 compared to the fourth quarter of 2020 and the associated timing of those vendor payments in the ordinary course of business. The decrease in accounts payable related to our waste management services segment was partially offset by an increase in accounts payable related to our golf and related operations segment. Accounts payable related to the golf and related operations increased as a result of increased business operations during the second quarter of 2021 compared to the fourth quarter of 2020. Deferred revenue relating to membership dues was approximately $5.4 million at June 30, 2021 compared to $3.2 million at December 31, 2020. The increase in deferred revenues was primarily due to the associated timing of annual membership renewals, and to a lesser extent, an increase in members during 2021. The number of members at June 30, 2021 was 5,238 compared to 4,920 at December 31, 2020. Accrued payroll and other compensation was approximately $1.3 million at June 30, 2021 compared to $0.8 million at December 31, 2020. The increase is due to the associated timing and accrual of employee payroll payments in the ordinary course of business. Management believes that anticipated cash provided from future operations will be sufficient to meet operating requirements and make required monthly payments under our term loan facility. Depending on the continued duration the COVID-19 pandemic may have on our business, if needed, Avalon will take all available actions to fund operating requirements including borrowing from our existing line of credit. ### Growth Strategy ### Waste Management Segment Our growth strategy for the waste management services segment focuses on increasing revenue, gaining market share and enhancing shareholder value through internal growth. Although we are a waste management services company, we do not own any landfills or provide waste collection services. However, because of our many relationships with various disposal facilities and transporters, we are able to be more flexible and provide alternative solutions to a customer’s waste disposal or recycling needs. We intend to capitalize on our management and sales staff which has extensive experience in all aspects of the waste business. As such, we intend to manage our internal growth as follows: - ***Sales and Marketing Activities***. We will focus on retaining existing customers and obtaining new business through our well-managed sales and marketing activities. We seek to manage our sales and marketing activities to enable us to capitalize on our position in many of the markets in which we operate. We provide a tailored program to all of our customers in response to their particular needs. We accomplish this by centralizing services to effectively manage their needs, such as minimizing their procurement costs. We currently have a number of professional sales and marketing employees in the field who are compensated using a commission structure that is focused on generating high levels of quality revenue. For the most part, these employees directly solicit business from existing and prospective customers. We emphasize our rate and cost structures when we train new and existing sales personnel. We intend to hire additional qualified professional sales personnel to expand into different geographical areas. - ***Development Activities***. We will seek to identify opportunities to further position us as an integrated service provider in markets where we provide services. In addition, we will continue to utilize the extensive experience of our management and sales staff to bid on significant one-time projects and those that require special expertise. Where appropriate, we may seek to obtain permits that would provide vertically integrated waste services or expand the service offerings or leverage our existing volumes with current vendors to provide for long term, cost competitive strategic positioning within our existing markets. ### Golf and Related Operations Segment In August 2014, the Company acquired The Grand Resort which was integrated into the golf and related operations segment. The acquisition is consistent with the Company's business strategy in that The Grand Resort provides guests with a self-contained vacation experience, offering hotel guests golf packages to all of the golf courses of the Avalon Golf and Country Club and allows its guests to utilize the facilities at each of the clubhouses. Members of the Avalon Golf and Country Club also have access to all of the amenities offered by The Grand Resort. The Grand Resort is open year-round and provides a consistent, comfortable environment where our guests can enjoy our various amenities and activities. Avalon believes that the combination of its four golf facilities and The Grand Resort will result in additional memberships in the Avalon Golf and Country Club. In addition, several private country clubs in the northeast Ohio area are experiencing economic difficulties. Avalon believes some of these clubs may represent an attractive investment opportunity. While Avalon has not entered into any pending agreements for acquisitions, it may do so at any time and will continue to consider acquisitions that make economic sense. ### Results of Operations Avalon’s primary business segment, the waste management services segment, provides hazardous and nonhazardous waste brokerage and management services, captive landfill management services and salt water injection well operations. The golf and related operations segment includes the operation and management of four golf courses and related country clubs and facilities, a hotel and its associated resort amenities, a multipurpose recreation center and a travel agency. ### Performance in the second quarter of 2021 compared with the second quarter of 2020 ### Overall Performance Net operating revenues increased to $16.4 million in the second quarter of 2021 compared with $13.1 million in the second quarter of 2020. Net operating revenues of the waste management services segment decreased to approximately $8.7 million in the second quarter of 2021 compared to $9.1 million in the second quarter of 2020. Net operating revenues of the golf and related operations segment increased to approximately $7.7 million in the second quarter of 2021 compared to $4.0 million in the second quarter of 2020. Total cost of operations related to the waste management services segment decreased to $7.0 million in the second quarter of 2021 compared with $7.2 million in the second quarter of 2020. The expiration of the managerial, consulting and clerical services contract in the third quarter of 2020, and associated operating costs under that contract, accounted for the primary decrease in the cost of operations for the waste management services segment. Total cost of operations related to the golf and related operations segment increased to $6.1 million in the second quarter of 2021 compared to $3.4 million in the second quarter of 2020. The increase between periods was primarily a result of higher employee related costs and product costs associated with the increased business operations as certain restrictions and mandated shut downs associated with the COVID-19 pandemic were reduced and subsequently lifted. Depreciation and amortization expense was approximately $0.8 million in the second quarter of 2021 compared to $0.7 million in the second quarter of 2020. The increase is due to the higher depreciable asset base primarily due to the renovation and expansion of The Grand Resort. Consolidated selling, general and administrative expenses increased to approximately $2.5 million in the second quarter of 2021 compared to $1.9 million in the second quarter of 2020 primarily due to higher employee related costs which included employee incentives paid in the second quarter of 2021. Gain on debt extinguishment was approximately $0.9 million in the second quarter of 2021 representing the Paycheck Protection Program loans that were forgiven by the Small Business Administration received under the CARES Act. Interest expense was approximately $0.3 million in both the second quarter of 2021 and 2020. During the second quarter of 2021, the decrease in interest expense due to the lower average outstanding debt was offset by a higher weighted average interest rate on the outstanding borrowings. During the three months ended June 30, 2021 and 2020, the weighted average interest rate on outstanding borrowings was 4.92% and 4.67%, respectively. Net income attributable to Avalon Holdings Corporation common shareholders was $0.7 million, or $0.19 per share, in the second quarter of 2021 compared with a net loss attributable to Avalon Holdings Corporation common shareholders of $0.4 million, or $0.11 per share, in the second quarter of 2020. ### Segment Performance Segment performance should be read in conjunction with Note 14 to the Condensed Consolidated Financial Statements. ### Waste Management Services Segment The net operating revenues of the waste management services segment were approximately $8.7 million in the second quarter of 2021 compared to $9.1 million in the second quarter of 2020. The waste management services segment includes waste disposal brokerage and management services, captive landfill management operations and salt water injection well operations. The net operating revenues of the waste disposal brokerage and management services business were approximately $8.1 million in the second quarter of 2021 compared to $8.5 million in the second quarter of 2020. Continuous work of the waste disposal brokerage business increased approximately $0.1 million between periods as a result of increased work from multiple customers. Net operating revenues related to continuous work were approximately $4.8 million in the second quarter of 2021 compared with $4.7 million in the second quarter of 2020. Event work net operating revenues were approximately $3.3 million in both the second quarter of 2021 and 2020. Event work is defined as bid projects under contract that occurs on a one-time basis over a short period of time. Such work can fluctuate significantly from year to year. Net operating revenue relating to managerial, consulting and clerical services, which was performed for one customer, was entirely dependent on that customer’s needs. Net operating revenues related to managerial, consulting and clerical services were approximately $0.5 million in the second quarter of 2020. The managerial, consulting and clerical contract expired in the third quarter of 2020. The net operating revenues of the captive landfill management operations were approximately $0.6 million in both the second quarter of 2021 and 2020. The net operating revenues of the captive landfill operations are almost entirely dependent upon the volume of waste generated by the owner of the landfill for whom Avalon manages the facility. Costs of operations related to the waste management services segment decreased to $7.0 million in the second quarter of 2021 compared with $7.2 million in the second quarter of 2020. The primary decrease in the cost of operations between periods for the waste management services segment is due to the expiration of the managerial, consulting and clerical services contract and the associated operating costs under that contract. The overall gross margin percentage of the waste brokerage and management services business was approximately 20% in the second quarter of 2021 compared to 21% in the second quarter of 2020. The decrease was due to lower gross profit from both continuous and event work projects during the second quarter of 2021. The decrease in the overall gross margin percentage was partially offset by the expiration of the managerial, consulting and clerical services contract which generated a low gross margin percentage. Income before income taxes for the waste management services segment were approximately $0.7 million in the second quarter of 2021 compared to $0.8 million in the second quarter of 2020. Income before income taxes of the waste brokerage and management services business was approximately $0.6 million in the second quarter of 2021 compared to $0.7 million in the second quarter of 2020. The decreased income before taxes was primarily attributable to the decreased net operating revenues and associated gross margin related to both continuous and event work projects during the second quarter of 2021 compared to the second quarter of 2020. Income before income taxes of the captive landfill operations were approximately $0.1 million in both the second quarter of 2021 and 2020. During both the second quarter of 2021 and 2020 the salt water injection wells incurred a loss before income taxes of less than $0.1 million primarily due to legal and professional costs incurred relating to Avalon’s appeal and mandamus processes. ### Golf and Related Operations Segment Net operating revenues of the golf and related operations segment were approximately $7.7 million in the second quarter of 2021 compared to $4.0 million in the second quarter of 2020. Avalon’s golf and related operations segment consists of the operation and management of four golf courses and related country clubs which provide dining and banquet facilities, a hotel which provides lodging, dining, banquet and conference facilities and other resort related amenities, a multipurpose recreation center and a travel agency. Food, beverage and merchandise sales increased to approximately $3.3 million in the second quarter of 2021 compared to $1.4 million in the second quarter of 2020. Food, beverage and merchandise sales increased between periods as a result of an increase in business activity. The government restrictions issued in response to control the COVID-19 pandemic, which included decreased occupancy for restaurants and limits placed on mass gatherings and large community events, significantly impacted on our operations during the second quarter of 2020. Food and beverages sales related to banquets and conferences were not significant during the second quarter of 2020 as a result of the government mandated restrictions on gatherings and events. Other net operating revenues related to the golf and related operations were approximately $4.4 million in the second quarter of 2021 compared to $2.6 million in the second quarter of 2020. Membership dues revenue was approximately $1.7 million in the second quarter of 2021 compared to $1.5 million in the second quarter of 2020. The increase in membership dues revenue was attributable to an increase in the average number of members between periods. Net operating revenues related to room rental was approximately $1.1 million in the second quarter of 2021 compared to $0.3 million in the second quarter of 2020. The increase in room revenue was a result of both higher occupancy and an increase in average room rates when compared to the prior period. During the second quarter of 2020, the Company experienced significant cancellations of overnight room accommodations due to the COVID-19 pandemic. Greens fees and associated cart rentals were approximately $0.9 million in the second quarter of 2021 compared to $0.6 million in the second quarter of 2020. The increase in greens fees and associated cart rental during the second quarter of 2021 compared to the second quarter of 2020 was due to an increase in the number of golf rounds played. Other revenues consisting of athletic, fitness, travel agency, salon and spa related activities were approximately $0.7 million in the second quarter of 2021 compared to $0.2 million in the second quarter of 2020. In March of 2020, government orders were issued in response to controlling the COVID-19 pandemic which required all nonessential business activities, including athletic, fitness, salon and spa activities to temporarily cease operations. These business activities were allowed to resume operating late in the second quarter of 2020. Total cost of operations for the golf and related operations segment were $6.1 million in the second quarter of 2021 compared with $3.4 million in the second quarter of 2020. Cost of food, beverage and merchandise was approximately $1.3 million in the second quarter of 2021 compared to $0.6 million in the second quarter of 2020. The increase in food, beverage and merchandise costs between periods is primarily due to higher revenues from increased business operations. The cost of food, beverage and merchandise sales was approximately 41% of associated revenue in both the second quarter of 2021 and 2020. Golf and related operations operating costs increased to approximately $4.7 million in the second quarter of 2021 compared with $2.8 million in the second quarter of 2020. The increase in operating costs between periods, primarily employee related costs, was directly attributable to the increased business operations during the second quarter of 2021 compared to the second quarter of 2020 as certain government mandates regarding restaurant operations were reduced and subsequently lifted. The golf and related operations recorded income before income taxes of $1.6 million in the second quarter of 2021 compared with a loss before income taxes of $0.2 million in the second quarter of 2020. The change between periods was a result of higher net operating revenues and associated gross profit related to room rentals, greens fees and related cart rental, food, beverage and merchandise sales and the gain on debt extinguishment of approximately $0.9 million representing the Paycheck Protection Program loan that was forgiven by the Small Business Administration received under the CARES Act. ### General Corporate Expenses General corporate expenses were $1.3 million in the second quarter of 2021 compared to $0.8 million in the second quarter of 2020. The increase was primarily attributable to higher employee related costs which included employee incentives paid in the second quarter of 2021. ### Interest Expense Interest expense was approximately $0.3 million in both the second quarter of 2021 and 2020. During the second quarter of 2021, the decrease in interest expense due to the lower average outstanding debt was offset by a higher weighted average interest rate on the outstanding borrowings. During the three months ended June 30, 2021 and 2020, the weighted average interest rate on outstanding borrowings was 4.92% and 4.67%, respectively. ### Net Income (Loss) Net income attributable to Avalon Holdings Corporation common shareholders was $0.7 million in the second quarter of 2021 compared to a net loss attributable to Avalon Holdings Corporation common shareholders of $0.4 million in the second quarter of 2020. Avalon recorded a state income tax provision in both the second quarter of 2021 and 2020, which was related entirely to the waste management and brokerage operations. Due to the recording of a full valuation allowance against the Company’s federal net deferred tax assets, the overall effective tax rate in both periods reflects taxes owed in certain U.S state jurisdictions. Avalon’s income tax provision (benefit) on the income (loss) before taxes was offset by a change in the valuation allowance. A valuation allowance is provided when it is more likely than not that deferred tax assets relating to certain federal and state loss carryforwards will not be realized. Avalon continues to maintain a valuation allowance against the majority of its deferred tax amounts until it is evident that the deferred tax asset will be utilized in the future. ### Performance in the first six months of 2021 compared with the first six months of 2020 ### Overall Performance Net operating revenues increased to $31.5 million in the first six months of 2021 compared with $27.5 million in the first six months of 2020. Net operating revenues of the waste management services segment decreased to approximately $19.8 million in the first six months of 2021 compared to $20.2 million in the first six months of 2020. Net operating revenues of the golf and related operations segment increased to approximately $11.7 million in the first six months of 2021 compared to $7.3 million in the first six months of 2020. Total cost of operations related to the waste management services segment decreased to $15.7 million in the first six months of 2021 compared with $16.1 million in the first six months of 2020. The expiration of the managerial, consulting and clerical services contract in the third quarter of 2020, and associated operating costs under that contract, accounted for the primary decrease in the cost of operations for the waste management services segment. Total cost of operations related to the golf and related operations segment increased to $9.6 million in the first six months of 2021 compared to $6.6 million in the first six months of 2020. The increase between periods was primarily a result of higher employee related costs and product costs associated with the increased business operations as certain restrictions and mandated shut downs associated with the COVID-19 pandemic were reduced and subsequently lifted. Depreciation and amortization expense was approximately $1.5 million in the first six months of 2021 compared to $1.4 million in the first six months of 2020. The increase is due to the higher depreciable asset base primarily due to the renovation and expansion of The Grand Resort. Consolidated selling, general and administrative expenses increased to approximately $4.8 million in the first six months of 2021 compared to $4.2 million in the first six months of 2020 primarily due to higher employee related costs which included employee incentives paid in the second quarter of 2021. Gain on debt extinguishment was approximately $2.0 million in the first six months of 2021 representing the Paycheck Protection Program loans that were forgiven by the Small Business Administration received under the CARES Act. Interest expense was approximately $0.6 million in both the first six months of 2021 and 2020. During the first six months of 2021, the decrease in interest expense due to the lower average outstanding debt was offset by a higher weighted average interest rate on the outstanding borrowings. During the six months ended June 30, 2021 and 2020, the weighted average interest rate on outstanding borrowings was 4.86% and 4.82%, respectively. Net income attributable to Avalon Holdings Corporation common shareholders was $1.5 million, or $0.37 per share, in the first six months of 2021 compared with a net loss attributable to Avalon Holdings Corporation common shareholders of $1.2 million, or $0.32 per share, in the first six months of 2020. ### Segment Performance Segment performance should be read in conjunction with Note 14 to the Condensed Consolidated Financial Statements. ### Waste Management Services Segment The net operating revenues of the waste management services segment were approximately $19.8 million in the first six months of 2021 compared to $20.2 million in the first six months of 2020. The net operating revenues of the waste disposal brokerage and management services business were approximately $18.6 million in the first six months of 2021 compared to $19.0 million in the first six months of 2020. Continuous work of the waste disposal brokerage business increased approximately $0.9 million between periods as a result of increased work from multiple customers. Net operating revenues related to continuous work were approximately $11.7 million in the first six months of 2021 compared with $10.8 million in the first six months of 2020. Event work net operating revenues related to multiple projects decreased by approximately $0.5 million during the first six months of 2021 when compared to the first six months of 2020. Event work is defined as bid projects under contract that occurs on a one-time basis over a short period of time. Such work can fluctuate significantly from year to year. Event work net operating revenues were approximately $6.9 million in the first six months of 2021 compared with $7.4 million in the first six months of 2020. Net operating revenue relating to managerial, consulting and clerical services, which was performed for one customer, was entirely dependent on that customer’s needs. Net operating revenues related to managerial, consulting and clerical services were approximately $0.8 million in the first six months of 2020. The managerial, consulting and clerical contract expired in the third quarter of 2020. The net operating revenues of the captive landfill management operations were approximately $1.2 million in both the first six months of 2021 and 2020. The net operating revenues of the captive landfill operations are almost entirely dependent upon the volume of waste generated by the owner of the landfill for whom Avalon manages the facility. Costs of operations related to the waste management services segment decreased to $15.7 million in the first six months of 2021 compared with $16.1 million in the first six months of 2020. The primary decrease in the cost of operations between periods for the waste management services segment is due to the expiration of the managerial, consulting and clerical services contract and associated operating costs under that contract. The overall gross margin percentage of the waste brokerage and management services business was approximately 21% in the first six months of 2021 compared to 20% in the first six months of 2020. The increase in the overall gross margin percentage was due to higher gross profit continuous work during the first six months of 2021 and the expiration of the managerial, consulting and clerical services contract which generated a low gross margin percentage. Income before income taxes for the waste management services segment were approximately $1.8 million in the first six months of 2021 compared to $1.9 million in the first six months of 2020. Income before income taxes of the waste brokerage and management services business was approximately $1.8 million in both the first six months of 2021 and 2020. Income before income taxes of the captive landfill operations were approximately $0.1 million in both the first six months of 2021 and 2020. During both the first six months of 2021 and 2020 the salt water injection wells incurred a loss before income taxes of approximately $0.1 million primarily due to legal and professional costs incurred relating to Avalon’s appeal and mandamus processes. ### Golf and Related Operations Segment Net operating revenues of the golf and related operations segment were approximately $11.7 million in the first six months of 2021 compared to $7.3 million in the first six months of 2020. Food, beverage and merchandise sales increased to approximately $4.6 million in the first six months of 2021 compared to $2.4 million in the first six months of 2020. Food, beverage and merchandise sales increased between periods as a result of an increase in business activity. The government restrictions issued in response to control the COVID-19 pandemic, which included decreased occupancy for restaurants and limits placed on mass gatherings and large community events, significantly impacted on our operations during the first six months of 2020. Food and beverages sales related to banquets and conferences were not significant during the first six months of 2020 as a result of the government mandated restrictions on gatherings and events. Other net operating revenues related to the golf and related operations were approximately $7.1 million in the first six months of 2021 compared to $4.9 million in the first six months of 2020. Membership dues revenue was approximately $3.3 million in the first six months of 2021 compared to $3.0 million in the first six months of 2020. The increase in membership dues revenue was attributable to an increase in the average number of members between periods. Net operating revenues related to room rental was approximately $1.6 million in the first six months of 2021 compared to $0.6 million in the first six months of 2020. The increase in room revenue was a result of both higher occupancy and an increase in average room rates when compared to the prior period. During the first six months of 2020, the Company experienced cancellations of overnight room accommodations due to the COVID-19 pandemic. Other revenues consisting of athletic, fitness, travel agency, salon and spa related activities were approximately $1.2 million in the first six months of 2021 compared to $0.6 million in the first six months of 2020. In March of 2020, government orders were issued in response to controlling the COVID-19 pandemic which required all nonessential business activities, including athletic, fitness, salon and spa activities to temporarily cease operations. These business activities were allowed to resume operating late in the second quarter of 2020. Greens fees and associated cart rentals were approximately $1.0 million in the first six months of 2021 compared to $0.7 million in the first six months of 2020. The increase in greens fees and associated cart rental during the first six months of 2021 compared to the first six months of 2020 was due to an increase in the number of golf rounds played. Due to adverse weather conditions, net operating revenues relating to the golf courses, which are located in northeast Ohio and western Pennsylvania, were minimal during the first three months of 2021 and 2020. Total cost of operations for the golf and related operations segment were $9.6 million in the first six months of 2021 compared with $6.6 million in the first six months of 2020. Cost of food, beverage and merchandise was approximately $1.9 million in the first six months of 2021 compared to $1.1 million in the first six months of 2020. The increase in food, beverage and merchandise costs between periods is primarily due to higher revenues from increased business operations. The decrease in food, beverage and merchandise costs as a percentage of the associated net operating revenues between periods is attributable to increased menu pricing. The cost of food, beverage and merchandise sales were approximately 42% of associated revenue in the first six months of 2021 compared to 46% in the first six months of 2020. Golf and related operations operating costs increased to approximately $7.7 million in the first six months of 2021 compared with $5.5 million in the first six months of 2020. The increase in operating costs between periods, primarily employee related costs, was directly attributable to the increased business operations during the first six months of 2021 compared to the first six months of 2020 as certain government mandates regarding restaurant operations were reduced and subsequently lifted. The golf and related operations recorded income before income taxes of $1.8 million in the first six months of 2021 compared with a loss before income taxes of $0.9 million in the first six months of 2020. The change between periods was a result of higher net operating revenues and associated gross profit related to room rentals, greens fees and related cart rental, food, beverage and merchandise sales and the gain on debt extinguishment of approximately $1.5 million representing the Paycheck Protection Program loan that was forgiven by the Small Business Administration received under the CARES Act. The ability to attract new members and retain members is very important to the success of the golf and related operations segment. Avalon is continually using different marketing strategies to attract and retain members, such as local television advertising and/or various membership promotions. A significant decline in members could adversely impact the financial results of the golf and related operations segment. ### General Corporate Expenses General corporate expenses were $2.1 million in the first six months of 2021 compared to $1.6 million in the first six months of 2020. The increase was primarily attributable to higher employee related costs which included employee incentives paid in the second quarter of 2021. ### Interest Expense Interest expense was approximately $0.6 million in both the first six months of 2021 and 2020. During the first six months of 2021, the decrease in interest expense due to the lower average outstanding debt was offset by a higher weighted average interest rate on the outstanding borrowings. During the six months ended June 30, 2021 and 2020, the weighted average interest rate on outstanding borrowings was 4.86% and 4.82%, respectively. ### Net Income (Loss) Net income attributable to Avalon Holdings Corporation common shareholders was $1.5 million in the first six months of 2021 compared to a net loss attributable to Avalon Holdings Corporation common shareholders of $1.2 million in the first six months of 2020. Avalon recorded a state income tax provision in both the first six months of 2021 and 2020, which was related entirely to the waste management and brokerage operations. Due to the recording of a full valuation allowance against the Company’s federal net deferred tax assets, the overall effective tax rate in both periods reflects taxes owed in certain U.S state jurisdictions. Avalon’s income tax provision (benefit) on the income (loss) before taxes was offset by a change in the valuation allowance. A valuation allowance is provided when it is more likely than not that deferred tax assets relating to certain federal and state loss carryforwards will not be realized. Avalon continues to maintain a valuation allowance against the majority of its deferred tax amounts until it is evident that the deferred tax asset will be utilized in the future. ### Trends and Uncertainties ### Financial impact of COVID-19 pandemic In December 2019, a novel strain of coronavirus, COVID-19, emerged in Wuhan, Hubei Province, China. While initially concentrated in China, the outbreak spread to other countries and infections have been reported globally including in the United States. On March 11, 2020, the World Health Organization declared the COVID-19 viral disease a pandemic. As a result, the federal and state governmental bodies began taking unprecedented measures to try and control the spread of the virus including the issuance of temporary stay at home orders, the temporary closing of non-essential businesses and in-house dining and restrictions on gatherings and events. During the six months ended June 30, 2020, the various governmental orders that were issued to control the spread of COVID-19 adversely impacted our operations and related financial results. Our restaurants operated under government mandated occupancy restrictions for in-house dining. Food and beverages sales related to banquets and conferences were significantly lower as a result of restrictions placed on gatherings and events. In addition, in March 2020, the Company began experiencing a high level of room and event cancellations with some subsequent re-bookings for a future date. Although the various government mandates impacting our business operations have currently been lifted, we may experience weakened demand in light of continued travel restrictions or warnings, consumer fears and reduced consumer discretionary spending and general economic uncertainty. The full extent of the impact of the COVID-19 pandemic on our operations and financial performance will depend on future developments, including the duration and spread of the pandemic and the impact of COVID-19 variants, all of which are uncertain and cannot be predicted at this time. Governmental bodies may continue to impose additional restrictions, which could include additional shutdowns, to stop the spread of infection. These additional restrictions would have a negative impact on our financial condition, results of operations and cash flows. ### Paycheck Protection Program Loan The Coronavirus Aid, Relief, and Economic Security Act, or (“CARES”) Act, was signed into law on March 27, 2020, and provides over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration to temporarily guarantee loans under a new loan program called the Paycheck Protection Program (the “Program”). The Program provides for 100% federally guaranteed loans to small businesses to allow employers to keep workers employed and maintain payroll during the pandemic and economic downturn. Under the Program, qualified companies are eligible for a loan in an amount equal to the lesser of $10 million or 2.5 times the business’s average monthly payroll. Collateral or guarantor support is not required for the loan. Under the Program, the borrower is eligible for loan forgiveness up to the amount the borrower spends on certain eligible costs during, at the borrowers election, either an 8 or 24 week covered period beginning on the date the proceeds were received on the loan. Eligible costs under the Program include payroll costs, interest on mortgage obligations incurred before the covered period, rent on leasing agreements and utility services. The amount of loan forgiveness is reduced if there is a reduction in the number of employees or a reduction of greater than 25% in wages paid to employees. Under the Program, proceeds that are not forgiven convert to a loan bearing interest at a fixed rate of 1% payable, at the borrowers election, in either 18 or 54 equal monthly installments commencing 10 months after the end of their covered period. In the second quarter of 2020, certain wholly-owned subsidiaries of Avalon entered into agreements and received a total of approximately $2.8 million in loans under the Program. The Company utilized the entire balance of the loan proceeds in accordance with the Program’s guidelines using the 24 week loan forgiveness period and subsequently applied for forgiveness with the Small Business Administration. During the fourth quarter of 2020, approximately $0.8 million of the loans and $4,000 of associated interest were forgiven by the Small Business Administration. During the first quarter of 2021, approximately $1.1 million of the loans and $8,000 of associated interest were forgiven by the Small Business Administration and, during the second quarter of 2021, the remaining $0.9 million of the loans and $9,000 of associated interest were forgiven by the Small Business Administration. Debt forgiven in accordance with the Program is recognized in the Condensed Consolidated Statements of Operations as a gain on debt extinguishment. ### Government regulations A portion of Avalon’s waste brokerage and management services revenues is derived from the disposal and/or transportation of out-of-state waste. Any law or regulation restricting or impeding the transportation of waste or the acceptance of out-of-state waste for disposal could have a negative effect on Avalon. On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss carryforwards generated in taxable years beginning after December 31, 2017, to offset 100% of taxable income for taxable years beginning before January 1, 2021, and 80% of taxable income in taxable years beginning after December 31, 2020. In addition, the CARES Act allows net operating losses incurred in taxable years beginning after December 31, 2017, and before January 1, 2021, to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The adoption of these provisions did not have a material impact on the Company’s financial position or results of operations. On December 27, 2020, the Consolidated Appropriations Act, 2021 (the “Appropriations Act”) was enacted in response to the COVID-19 pandemic. The Appropriations Act, among other things, temporarily extends through December 31, 2025, certain expiring tax provisions, including look-through treatment of payments of dividends, interest, rents, and royalties received or accrued from related controlled foreign corporations. Additionally, the Appropriations Act enacts new provisions and extends certain provisions originated within the CARES Act, including an extension of time for repayment of the deferred portion of employees’ payroll tax through December 31, 2021, and a temporary allowance for full deduction of certain business meals. Avalon has elected not to defer the employees’ portion of payroll tax. Management is currently evaluating the other provisions of the Appropriations Act, but at present time does not expect that the other provisions of the Appropriations Act would result in a material tax or cash benefit. ### Legal matters In the ordinary course of conducting its business, Avalon becomes involved in lawsuits, administrative proceedings and governmental investigations, including those relating to environmental matters. Some of these proceedings may result in fines, penalties or judgments being assessed against Avalon which, from time to time, may have an impact on its business and financial condition. Although the outcome of such lawsuits or other proceedings cannot be predicted with certainty, management assesses the probability of loss and accrues a liability as appropriate. Avalon does not believe that any uninsured ultimate liabilities, fines or penalties resulting from such pending proceedings, individually or in the aggregate, will have a material adverse effect on its liquidity, financial position or results of operations. ### Credit and collections Economic challenges throughout the industries served by Avalon may result in payment defaults by customers. While Avalon continuously endeavors to limit customer credit risks, customer-specific financial downturns are not controllable by management. Significant customer payment defaults would have a material adverse impact upon Avalon’s future financial performance. ### Competitive pressures Avalon’s waste brokerage and management services business obtains and retains customers by providing services and identifying cost-efficient disposal options unique to a customer’s needs. Consolidation within the solid waste industry has resulted in reducing the number of disposal options available to waste generators and may cause disposal pricing to increase. Avalon’s waste brokerage and management services business may not be able to pass these price increases onto some of its customers, which, in turn, may adversely impact Avalon’s future financial performance. ***A majority of Avalon’s business is not subject to long-term contracts*** A significant portion of Avalon’s business is generated from waste brokerage and management services provided to customers that are not subject to long-term contracts. In light of current economic, regulatory and competitive conditions, there can be no assurance that Avalon’s current customers will continue to transact business with Avalon at historical levels. Failure by Avalon to retain its current customers or to replace lost business could adversely impact the future financial performance of Avalon. Avalon’s captive landfill management business is dependent upon a single customer as its sole source of revenue. If the captive landfill management business is unable to retain this customer, Avalon’s future financial performance could be adversely impacted. A significant source of the golf and related operations revenues is derived from the members of the Avalon Golf and Country Club. Members are obligated to pay dues for a one year period. As such, the golf and related operations is primarily dependent on the sale and renewal of memberships in the Avalon Golf and Country Club, on a year to year basis. ### Avalon's loan and security agreement may obligate it to repay debt before its maturity The Company’s loan and security agreement contains certain covenants and events of default. Should Avalon be unable to meet one or more of these covenants, its lender may require it to repay any outstanding balance prior to the expiration date of the agreement. Our ability to comply with the financial and other covenants in our loan and security agreement may be affected by worsening economic or business conditions, or other events that may be beyond our control. We cannot provide assurance that our business will generate sufficient cash flow from operating activities in amounts sufficient to enable us to service debt and meet these covenants. We may need to refinance all or a portion of our indebtedness, on or before maturity. The Company cannot assure that additional sources of financing would be available to pay off any long-term borrowings under the loan and security agreement, so as to avoid default. ### Saltwater disposal wells Saltwater disposal wells are regulated by the Ohio Department of Natural Resources (“ODNR”), with portions of the disposal facilities regulated by the Ohio EPA. As exploitation of the Marcellus and Utica shale formations by the hydrofracturing process develops, regulatory and public awareness of the environmental risks of saltwater brine and its disposal in saltwater disposal wells is growing and consequently, it is expected that regulation governing the construction and operation of saltwater disposal wells will increase in scope and complexity. Increased regulation may result in increased construction and/or operating costs, which could adversely affect the financial results of Avalon. There is a continuing risk during the saltwater disposal well’s operation of an environmental event causing contamination to the water tables in the surrounding area, or seismic events. The occurrence of a spill or contamination at a disposal well site could result in remedial expenses and/or result in the operations at the well site being suspended and/or terminated by the Ohio EPA or the ODNR. Incurring remedial expenses and /or a suspension or termination of Avalon’s right to operate one or more saltwater disposal wells at the well site could have an adverse effect on Avalon’s financial results. As a result of a seismic event with a magnitude of 2.1 occurring on August 31, 2014, the Chief of the Division of Oil and Gas Resources Management (“Chief” or “Division”) issued Orders on September 3, 2014 to immediately suspend all operations of Avalon’s two saltwater injection wells until the Division could further evaluate the wells. The Orders were based on the findings that the two saltwater injection wells were located in close proximity to an area of known seismic activity and that the saltwater injection wells pose a risk of increasing or creating seismic activity. On September 5, 2014, Avalon submitted the information required by the Chief’s Order in regards to its AWMS #1 injection well, and the Chief lifted the suspension for that well on September 18, 2014. On September 19, 2014, Avalon submitted information and a written plan required by the Chief’s Order proposing the establishment of certain operations and management controls on injections for the AWMS #2 injection well. To date, the Division has not responded to that plan despite Avalon’s request for feedback. On October 2, 2014, Avalon filed an appeal with the Ohio Oil and Gas Commission (the “Commission”) disputing the basis for suspending operations of AWMS #2 and also the authority of the Chief to immediately suspend such operations. On March 11, 2015, an appeal hearing was held. The Chief stated during the hearing that the suspension order is temporary, and he expects that AWMS #2 will be allowed to resume operations once the state’s final policymaking is complete. On August 12, 2015, the Commission upheld the temporary suspension of injection operations of AWMS #2 stating that the temporary suspension would allow the Chief more time to fully evaluate the facts in anticipation of the Division’s implementation of a comprehensive regulatory plan that will specifically address injection-induced seismicity. Avalon appealed that decision to the Franklin County Court of Common Pleas (the “Court”), and on November 1, 2016 an appeal hearing was held in that Court. On December 23, 2016, the Court issued its Decision and Order in Avalon’s favor, and vacated the Commission’s decision. The Court found that the Division’s suspension and refusal to work with the Company over the 26 month period was arbitrary and not in accordance with reason. Subsequent to the ruling, and in accordance with the Court’s Decision and Order, both Avalon and the Division submitted their proposed restart plans to the Court. Avalon’s plan sets forth both the initial volumes and pressures and increases in volume and pressure while continuously monitoring seismicity and addressing the concerns of public health and safety. On February 21, 2017, the Court issued its Final Decision and Order. The Court’s Final Decision and Order set forth conditions for restarting the AWMS #2 salt water injection well in accordance with the proposed restart plans filed by Avalon with minor revisions. On February 22, 2017, the Division appealed the Final Decision and Order and filed a Motion to Stay the Court Order. The Motion to Stay was granted by the Ohio 10th District Court of Appeals on March 21, 2017. On September 14, 2017, an appeal hearing was held in the Ohio 10th District Court of Appeals and on July 31, 2018 a decision was issued on the appeal. The decision reinstated the previous Ohio Oil and Gas Commission decision in this matter. On September 12, 2018, the Company appealed the Ohio 10th District Court of Appeals decision to the Supreme Court of Ohio. On November 21, 2018, the Company received notice from the Supreme Court of Ohio that the court would not accept for review the Company’s appeal of the Ohio 10th District Court of Appeals decision on the Division of Oil and Gas Resources Management’s appeal of the Franklin County Court of Common Pleas February 21, 2017 entry allowing restart of the Company’s AWMS Water Solutions, LLC #2 salt water injection well. On April 5, 2019, Avalon filed with the Oil and Gas Commission a motion to vacate its prior decisions in this matter. There can be no guarantee that the salt water injection wells will resume operations, but the Company will continue to pursue all available avenues to allow the restart of the Company’s salt water injection well under reasonable conditions. Currently, there is no implemented state-wide policy on induced seismicity and the Ohio Department of Natural Resources (“ODNR”) has refused to communicate with the Company regarding the status and requirements of any policymaking. The operations of Company’s injection wells will remain suspended until that time. The Oil and Gas Commission scheduled a hearing on this motion for August 13, 2019. Before the hearing began, and in response to the Division’s motion to dismiss the Company’s motion to vacate, the Commission dismissed the matter. The Company appealed that decision to the Franklin County Court of Common Pleas. In April 2020, the Division’s motion to dismiss and the Company’s opposition were reviewed by the Court. The Company is currently awaiting judgment from the Court. Concurrently with the filing of the appeal with the Franklin County Court of Common Pleas, the Company filed a writ of mandamus in the 10th District Court of Appeals on August 30, 2019 to compel the chief of the Division to issue restart orders, or alternative orders that would allow the Company to either restart the AWMS #2 well, or appeal said orders to the Oil and Gas Commission in accordance with Ohio Law. On October 6, 2020 and in response to a motion from the Division, the Court dismissed this complaint for writ of mandamus. In addition, on August 26, 2016, Avalon filed a complaint in the 11th Appellate District Court in Trumbull County, Ohio for a Peremptory Writ of Mandamus to compel the Director of the ODNR to initiate appropriations procedures to determine damages from the illegal regulatory taking of the Company’s property, or issue an alternative remedy at law. The Company believes that the actions, and lack of responsible actions, by the ODNR is a clear violation of the Company’s property rights and a violation of the Fifth and Fourteenth Amendments to the U.S. Constitution; Article I, Section 19 of the Ohio Constitution; and Ohio Revised Code Chapter 163. On March 18, 2019, Avalon received notice that the 11th Appellate District Court in Trumbull County, Ohio issued summary judgment in favor of the Ohio Department of Natural Resources in the writ of mandamus action that resulted from the suspension order of the Company’s salt water injection well. The decision was appealed to the Supreme Court of Ohio on April 5, 2019. Oral arguments in the case occurred on April 7, 2020. On September 23, 2020, the Supreme Court of Ohio ruled in favor of the Company. The Supreme Court of Ohio reversed the decision of the 11th Appellate District Court and remanded the case back to that court for a trial on the merits. The Company is currently preparing for trial which is scheduled to occur in September and October 2021. ### Golf memberships and liquor licenses The Avalon Golf and Country Club operates four golf courses and related country clubs and a multipurpose recreation center. The Avalon Golf and Country Club facilities also offer swimming pools, fitness centers, tennis courts, dining and banquet facilities, salon and spa services. In addition, The Grand Resort provides guests with a self-contained vacation experience, offering hotel guests golf packages to all of the golf courses of the Avalon Golf and Country Club and allows its guests to utilize the facilities at each of the clubhouses. Members of the Avalon Golf and Country Club also have access to all of the amenities offered by The Grand Resort. The Avalon Golf and Country Club competes with many public courses and country clubs in the area. Although the golf courses continue to be available to the general public, the primary source of revenues is derived from the members of the Avalon Golf and Country Club. Avalon believes that the combination of its golf facilities and The Grand Resort will result in additional memberships in the Avalon Golf and Country Club. Although Avalon was able to increase the number of members of the Avalon Golf and Country Club as of June 30, 2021, the ability to retain current members and attract new members has been an ongoing challenge. Avalon is continually using different marketing strategies to attract new members, such as local television advertising and various membership promotions. A significant decline in members could adversely affect the future financial performance of Avalon. Avalon’s golf course operations, The Grand Resort and multipurpose recreation center currently hold liquor licenses for their respective facilities. If, for some reason, any one of these facilities were to lose their liquor license, the financial performance of the golf and related operations would be adversely affected. ### Seasonality Avalon’s operations are somewhat seasonal in nature since a significant portion of those operations are primarily conducted in selected northeastern and midwestern states. Additionally, Avalon’s golf courses are located in northeast Ohio and western Pennsylvania and are significantly dependent upon weather conditions during the golf season. As a result, Avalon’s financial performance is adversely affected by adverse weather conditions. ## Market risk As filed, 994 characters. Avalon does not have significant exposure to changing interest rates. Borrowings under our Term Loan Agreement bear interest at a fixed rate of 5.00% until the fifth anniversary date of the closing at which time the interest rate will be reset to a fixed rate equal to the greater of (a) 5.00% per annum or (b) the sum of the five year treasury rate on the date two (2) business days prior to the reset date plus 3.60%, provided that the applicable rate shall in no event exceed 7.35% per annum. Outstanding borrowings under our Line of Credit Agreement bear interest at Prime Rate plus .25%. At June 30, 2021, the interest rate on the Line of Credit Agreement was 3.50%. No amounts were outstanding under the Line of Credit Agreement at June 30, 2021. Avalon does not undertake any specific actions to cover its exposure to interest rate risk and Avalon is not a party to any interest rate risk management transactions. Avalon does not purchase or hold any derivative financial instruments. ## Controls and procedures As filed, 1,919 characters. As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), Avalon’s management conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2021. For purposes of the foregoing, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Avalon’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as outlined above. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that they believe that, as of June 30, 2021, our disclosure controls and procedures were effective at a reasonable assurance level. **Changes in Internal Controls over Financial Reporting.** There were no changes in our internal controls over financial reporting during the fiscal quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Filed Aug 6, 2021. Source: SEC EDGAR, the filing index for accession 0001437749-21-018949. Last ingested by Listed: Nov 6, 2026, 18:10 ET. No prices; not investment advice.