20179

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, ~~2017~~2019

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from _______________ to ________________

Commission file number 1-14105

AVALON HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Ohio
~~Ohio~~34-1863889		~~34-1863889~~
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One American Way, Warren, Ohio		44484-5555
(Address of principal executive offices)		(Zip Code)

~~Registrant~~’sRegistrant’s telephone number, including area code: (330) 856-8800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	AWX	NYSE American

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ~~fil~~efile such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T ~~( 232.405~~(232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☑ No ☐

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☑ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The registrant had ~~3,191,100~~3,263,647 shares of its Class A Common Stock and ~~612,231~~611,784 shares of its Class B Common Stock outstanding as of November ~~3, 2017.~~8, 2019.

See accompanying notes to unaudited condensed consolidated financial statements.

See accompanying notes to unaudited condensed consolidated financial statements.

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

See accompanying notes to unaudited condensed consolidated financial statements.

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

See accompanying notes to unaudited condensed consolidated financial statements.

~~During the quarter ended September 30, 2017, to comply with SEC Regulation S-X, Rule 5-03, the Company revised its presentation of net operating revenues and associated operating~~ costs separately for all significant revenue types, consisting of our waste management services as well as food, beverage and merchandise sales and other golf operations, each within our golf and related operations segment in our unaudited Condensed Consolidated Statements of Operations. The Company determined that this revision is not material to any prior period and has reflected this revision in the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016. This presentation did not affect total revenue, total costs and expenses, operating income (loss), net income (loss) or net income (loss) attributable to Avalon Holdings Corporation common shareholders.

Note 3. Recent Accounting Pronouncements

Adopted Accounting Standards

In February 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. On January 1, 2019, the Company adopted ASU 2016-02 under the modified retrospective method with the available practical expedients. As a result of adoption, on January 1, 2019, the Company recorded a ROU asset and related lease liability of approximately $1.7 million for its golf carts, machinery and equipment for the landfill operations, furniture and fixtures for The Grand Resort and office copiers under operating leases (See Note 7).

In May 2014, the ~~Financial Accounting Standards Board (“FASB”)~~ FASB issued ~~Accounting Standards Update (“ASU”)~~ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 clarifies the principles used to recognize revenue for all entities. ASU 2014-09 provides a unified five-step model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The new standard replaces most of the existing revenue recognition standards in U.S. GAAP. In addition, in March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies how to apply revenue recognition guidance related to whether an entity is a principal or an agent.

~~The Company has~~ reviewed the terms and conditions contained its contracts with customers relating to our brokerage and management services and captive landfill management activities for our waste management services segment. The Company is considering the terms and conditions of the contracts and the all-inclusive pricing for the service contained in those contracts in order to determine whether the waste management services provided to the customer meets the criteria to be accounted for under the series guidance. The Company also assessed whether the principal versus agent consideration would change how On January 1, 2018, the Company presents revenue for these contracts. Under the contracts, the Company is primarily responsible for fulfilling the service and controls the service prior to transferring it to the customer. Based on our assessment, the Company is acting as the principal and primary obligor under the contracts, and should recognize revenue in the gross amount of consideration which it expects to be entitled in exchange for the service provided.

~~The Company also reviewed~~adopted ASU 2014-09 ~~for our golf~~ and ASU 2016-08, and all related ~~operations segment relating to our annual membership contracts. Based on review of the contract~~s, we expect to recognize membership dues over the membership term. As a practical expedient, the Company applied this guidance to the whole portfolio of annual membership contracts as all contracts have similar characteristics. The Company reasonably expects that the effect on the financial statements of applying this guidance to the portfolio of all membership contracts does not differ from applying this guidance to each individual contract.

~~The Company will adopt the new revenue standard in its first quarter of 2018.~~ ~~The Company expects to finalize our analysis in the fourth quarter. The Company plans to use~~amendments using the modified retrospective ~~approach~~method. The adoption ~~method and, based on our analysis to date, does~~did not ~~believe there will be a material~~result in an impact to the ~~Company’s consolidated revenues upon adoption. However,~~way the Company ~~will present expanded disclosure~~records revenue and as such did not result in ~~accordance with the requirements of the standard. The Company is currently evaluating those additional disclosures required as~~period reclassifications to or from revenue or its associated costs. As a result of the adoption, ~~of this guidance.~~

~~In November 2015, the FASB issued ASU 2015-17,~~ ~~Balance Sheet Classification of Deferred Taxes~~ (“ASU 2015-17”), which simplifies the presentation of deferred income taxes by eliminating the need for entities to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. This amendment is effective for annual periods beginning after December 15, 2016. During the first quarter of 2017, the Company ~~adopted ASU 2015-17. The adoption~~separately disclosed contract assets, in our Condensed Consolidated Balance Sheets at September 30, 2019 and December 31, 2018 and associated cash flows in our Condensed Consolidated Statements of ~~this standard did not have an impact on Avalon’s financial position, results of operations or financial statement disclosures.~~

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases~~. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Avalon is currently reviewing its agreements for its golf carts, machinery and equipmentCash Flows for the ~~landfill operations, furniture~~nine months ended September 30, 2019 and fixtures for The Avalon Inn and office copiers under operating leases and evaluating the impact the adoption of this guidance will have on its financial position, results of operations, cash flows and related disclosures. Upon adoption, the Company expects that the ROU asset and the lease liability will be recognized in the balance sheets in amounts that will be material.2018 (See Note 5).

~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~ (“ASU 2016-09”), which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. During the first quarter of 2017, the Company adopted ASU 2016-09. The adoption of this standard did not have a material impact on Avalon’s financial position, results of operations or financial statement disclosures.

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Measurement of Credit Losses on Financial Instruments~~ (“ASU 2016-13”), which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. ASU 2016-13 is effective January 1, 2020, with early adoption permitted January 1, 2019. The adoption of this standard is not expected to have a material impact on Avalon’s financial position, results of operations or financial statement disclosures.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. ASU 2016-15 also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. On January 1, 2018, the Company adopted ASU ~~2016-15 is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The standard requires application using a retrospective transition method.~~2016-15. The adoption of this standard isdid not ~~expected to~~ have ~~a material~~an impact on Avalon’s financial position, results of operations or financial statement disclosures.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash (“ASU 2016-18”), which requires entities to include restricted cash and restricted cash equivalent balances with cash and cash equivalent balances in the statement of cash flows. ~~ASU 2016-18 will be effective~~On January 1, 2018, ~~and will impact~~the Company adopted ASU 2016-18. The adoption of ASU 2016-18 impacted the presentation of our ~~statement~~Condensed Consolidated Statements of ~~cash flows~~Cash Flows and resulted in additional disclosure in our Notes to Unaudited Condensed Consolidated Financial Statements for the ~~remaining~~restricted cash related to the loan proceeds deposited into our project fund account that ~~are~~have not yet been utilized ~~in 2017~~ to fund the additional renovation and expansion of The Grand Resort (See Note 4).

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). The purpose of ASU 2017-01 is to change the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The Company adopted ASU 2017-01 on January 1, 2018. The acquisition of the Boardman Tennis Center property, acquired in March 2018, and the acquisition of the New Castle Country Club property, acquired in May 2019, was accounted for in accordance with ASU 2017-01 (See Note 16).

In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ("ASU 2018-05"). ASU 2018-05 adds the SEC guidance released on December 22, 2017 regarding the Tax Cuts and Jobs Act (the “Tax Act”) to the FASB Accounting Standards Codification. ASU 2018-05 provides additional guidance allowing companies to use a one year measurement period to account for the impacts of the Tax Act in their financial statements. The Company adopted ASU 2018-05 in March 2018. The Company has accounted for the impacts of the Tax Act, including the use of reasonable estimates where necessary.

Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. ASU 2016-13 is effective January 1, 2020, with early adoption permitted January 1, 2019. The adoption of this standard is not expected to have a material impact on Avalon’s financial position, results of operations or financial statement disclosures.

Note 5. Revenues

Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

On January 1, 2018, Avalon ~~Inn.~~adopted the new accounting standard FASB ASC 606, Revenue from Contracts with Customers (“ASC 606”), and all the related amendments using the modified retrospective method for all contracts. The Company's accounting policy has been updated to align with Topic 606, and no significant changes to revenue recognition have occurred as a result of the change. The adoption of ASC 606 did not result in an impact to the way the Company records revenue and as such did not result in period reclassifications to or from revenue or its associated costs. As a result of the adoption, the Company separately disclosed contract assets, further described below, in our Condensed Consolidated Balance Sheets at September 30, 2019 and December 31, 2018 and associated cash flows in our Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018.

Revenue Recognition

The Company identifies a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when obligations under the terms of the contract with our customer are satisfied; generally this occurs with the transfer of control of the good or service to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The Company does not incur incremental costs to obtain contracts or costs to fulfill contracts that meet the criteria for capitalization. In addition, the Company does not have material significant payment terms as payment is received at or shortly after the point of sale.

Waste Management Services

Avalon’s waste management services provide hazardous and nonhazardous waste brokerage and management services, captive landfill management services and salt water injection well operations. Waste management services are provided to industrial, commercial, municipal and governmental customers primarily in selected northeastern and midwestern United States markets.

Avalon’s waste brokerage and management business assists customers with managing and disposing of wastes at approved treatment and disposal sites based upon a customer’s needs. Avalon provides a service to its customers whereby Avalon, arranges for, and accepts responsibility for the removal, transportation and disposal of waste on behalf of the customer.

Avalon’s landfill management business provides technical and operational services to customers owning captive disposal facilities. A captive disposal facility only disposes of waste generated by the owner of such facility. The Company provides turnkey services, including daily operations, facilities management and management reporting for its customers. Currently, Avalon manages one captive disposal facility located in Ohio. 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.

Avalon is a minority owner with managerial control over two salt water injection wells and its associated facility. Operations of the salt water injection wells have been suspended in accordance with the Chief of the Division of Oil and Gas Resources Management order (See Note 15). Due to the suspension of the salt water injection wells, there were no operating revenues for the three and nine months ended September 30, 2019 and 2018.

For the three months ended September 30, 2019 and 2018, the net operating revenues related to waste management services represented approximately 64% and 69%, respectively, of Avalon’s total consolidated net operating revenues. For both the nine months ended September 30, 2019 and 2018, the net operating revenues related to waste management services represented approximately 70% of Avalon’s total consolidated net operating revenues. For both the nine months ended September 30, 2019 and 2018, no one customer individually accounted for 10% or more of Avalon’s waste management services segment revenues.

For our waste management services contracts, the customer contracts with us to provide a series of distinct waste management services over time which integrates a set of tasks (i.e. removal, transportation and disposal of waste) into a single project. Avalon provides substantially the same service over time and the same method is used to measure the Company’s progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. The series of distinct waste management services, which are the same over time, meets the series provision criteria, and as such, the Company treats that series as a single performance obligation. The Company allocates the transaction price to the single performance obligation and recognizes revenue by applying a single measure of progress to that performance obligation. Avalon transfers control of the service over time and, therefore, satisfies the performance obligation and recognizes the revenue over time as the customer simultaneously receives and consumes the benefits provided by Avalon’s performance as we perform.

In addition, as the promise to provide services qualifies as a series accounted for as a single performance obligation, the Company applied the practical expedient guidance that allows an entity that is recognizing revenue over time by using an output method to recognize revenue equal to the amount that the entity has the right to invoice if the invoiced amount corresponds directly to the value transferred to the customer. The Company applied the standard's practical expedient that permits the omission of disclosures relating to unsatisfied performance obligations as most of the Company’s waste management service contracts (i) have an original expected length of one year or less and (ii) the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed. For contracts with terms that extend beyond a year, variability will be resolved over the remaining term. The nature of the variability is based on a fixed rate for invoices processed and/or tonnages of waste transported and disposed.

Avalon evaluated whether we are the principal (i.e. report revenues on a gross basis) or agent (i.e. report revenues on a net basis). Avalon reports waste management services on a gross basis, that is, amounts billed to our customers are recorded as revenues, and amounts paid to vendors for providing those services are recorded as operating costs. As principal, Avalon is primarily responsible for fulfilling the promise to provide waste management services for the customer. Avalon accepts credit risk in the event of nonpayment by the customer and is obligated to pay vendors who provide the service regardless of whether the customer pays the Company. Avalon does have a level of discretion in establishing the pricing for its service.

Our payment terms vary by the type and location of our customer and the service offered. Avalon does not have any financing arrangements with its customers. The term between invoicing and when payment is due is not significant.

The Company assesses each contract amendment individually. Typically, amendments made to our contracts do not materially change the terms of the agreement or performance obligation of the Company. The Company accounts for such contract amendments as if it were part of the existing contract as the material terms contained in the contract do not change. In cases where Avalon views there is a material change in the terms of the agreement, the Company will reevaluate and determine if the contract should be viewed as an entirely new contract, replacement contract or a continuation of the existing contract.

Consideration promised in our waste management contracts do not typically include material variable amounts such as discounts, rebates, refunds, credits, price concessions, incentives, penalties or other such items, and, as such, no estimate is made by the Company for such items.

Golf and Related Operations

Avalon’s golf and related operations include the operation and management of four golf courses and associated clubhouses, recreation and fitness centers, tennis courts, salon and spa services, dining and banquet facilities and a travel agency. The golf and related operations also include the operation of a hotel and its related amenities including dining, banquet and conference facilities, fitness center, indoor junior Olympic size swimming pool and tennis courts. Revenues for the golf and related operations consists primarily of food beverage and merchandise sales, membership dues, greens fees and associated cart rentals, room rentals, fitness activities, salon and spa services. Due to adverse weather conditions, net operating revenues relating to the golf courses, which are located in northeast Ohio and Pennsylvania, were minimal during the first three months of 2019 and 2018.

For the three months ended September 30, 2019 and 2018, the net operating revenues related to the golf and related operations represented approximately 36% and 31%, respectively, of Avalon’s total consolidated net operating revenues. For both the nine months ended September 30, 2019 and 2018, the net operating revenues related to the golf and related operations represented approximately 30% of Avalon’s total consolidated net operating revenues. For both the nine months ended September 30, 2019 and 2018, no one customer individually accounted for 10% or more of Avalon’s golf and related operations segment revenues.

For Avalon’s golf and related operations, the Avalon Golf and Country Club offers membership packages for use of the country club facilities and its related amenities. Membership agreements are a one year noncancellable commitment and pricing varies based on the membership type selected by the customer. Based on the terms and conditions of the membership contract, resignations received within the membership period do not relieve the member of their annual commitment. Memberships automatically renew on the member’s anniversary date unless the member resigns for the upcoming membership period prior to the renewal date.

Membership for the Avalon Golf and Country Club does not contain up-front initiation fees or require monthly minimum spending at the facilities. Annual membership dues do not cover the cost of food, beverage or any other ancillary paid services which are made available to the member nor do they typically provide for discounts on these goods or services. Members have no obligation to purchase or utilize any of these additional goods or services. Avalon is not required to provide such goods or services unless requested and paid for at the point of sale by the member.

Under the terms of the contract, Avalon will provide unlimited use and access to the country club facilities. Avalon’s performance obligation in the contract is the “stand ready obligation” to provide access to these facilities for the member for the entire membership term. Avalon providing the “stand ready obligation” for use of the facilities to the member over the entire term of the membership agreement represents a single performance obligation of which Avalon expects the member to receive and consume the benefits of its obligation throughout the membership term, and as such, the Company recognizes membership dues on a straight line basis over the term of the contract. The Company applied the standard's practical expedient that permits the omission of disclosures relating to unsatisfied performance obligations for contracts with an original expected length of one year or less as Avalon Golf and Country Club membership agreements are one year in length.

For our hotel operations, Avalon’s performance obligation is to provide lodging facilities. The separate components of providing these services (hotel room, toiletry items, housekeeping, and amenities) are not distinct within the context of the contract as they are all highly dependent and interrelated as part of the obligation to provide the lodging facility. Room sales are driven by a fixed fee charged to a hotel guest to stay at The Grand Resort for an agreed upon period. The Company agrees to provide a room to the hotel guest for a specified time period for that agreed-upon rate. Our hotel room reservations are performance obligations satisfied over time as the hotel guest simultaneously receives and consumes the benefits provided by the hotel. For performance obligations satisfied over time, our hotel operations measure the progress toward complete satisfaction of the performance obligation and recognize revenue proportionately over the course of the customer’s stay.

For food, beverage, and merchandise sales, greens fees and associated cart rental, fitness activities, salon and spa services and other ancillary services, the transaction price is the set price charged by the Company for those goods or services. Upon purchase of the good or service, the Company transfers control of the good or service to the customer and the customer immediately consumes the benefits of the Company’s performance and, as such, we recognize revenue at the point of sale. Amounts paid in advance, such as deposits on overnight lodging or for banquet or conferences facilities, are recorded as a liability until the goods or services are provided to the customer (see Contract Liabilities below).

The following table presents our net operating revenues disaggregated by revenue source for the three and nine months ended September 30, 2019 and 2018 (in thousands). Sales and other taxes are excluded from revenues.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Waste management and brokerage services	$	10,867	$	12,009	$	33,853	$	30,779
Captive landfill management operations		705		548		2,055		1,746
Total waste management services revenues		11,572		12,557		35,908		32,525
Food, beverage and merchandise sales		2,587		2,285		6,027		5,531
Membership dues revenue		1,474		1,278		4,220		3,871
Room rental revenue		814		739		1,808		1,781
Greens fees and cart rental revenue		1,098		865		1,755		1,460
Other revenue		473		424		1,333		1,201
Total golf and related operations revenue		6,446		5,591		15,143		13,844
Total net operating revenues	$	18,018	$	18,148	$	51,051	$	46,369

Avalon does not have operations located outside the United States and, accordingly, geographical revenue information is not presented.

Receivables, Net

Receivables, net, include amounts billed and currently due from customers. The amounts due are stated at their net realizable value. At September 30, 2019 and December 31, 2018, accounts receivable, net, related to our waste management services segment were approximately $9.7 million and $11.2 million, respectively. At September 30, 2019 one customer accounted for approximately 17% of the waste management services segment’s receivables and 15% of the consolidated receivables. At December 31, 2018 two customers accounted for approximately 25% of the waste management services segment’s receivables and 23% of the consolidated receivables. Accounts receivable, net, related to our golf and related operations segment were approximately $1.3 million at September 30, 2019 and $1.0 million at December 31, 2018. No one customer of the golf and related operations segment accounted for 10% or more of Avalon’s golf and related operations segment or consolidated net receivables at September 30, 2019 or December 31, 2018.

The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. Customer accounts that are outstanding longer than the contractual payment terms are considered past due. Avalon determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, Avalon’s previous accounts receivable loss history, the customer’s current ability to pay its obligation to Avalon and the condition of the general economy and the industry as a whole. Avalon writes off accounts receivable when they become uncollectible. Payments subsequently received on such receivables are credited to the allowance for doubtful accounts, or to income, as appropriate under the circumstances. Allowance for doubtful accounts was approximately $0.3 million at both September 30, 2019 and December 31, 2018.

The following table presents changes in our allowance for doubtful accounts during the three and nine months ended at September 30, 2019 and 2018 (in thousands):

			Provision		Write-offs
	Balance at		for Doubtful		less			Balance at
	Beginning of Period		Accounts		Recoveries			End of Period
Three months ended September 30, 2019
Allowance for doubtful accounts	$	267	$	9	$	(3	)	$	273
Three months ended September 30, 2018
Allowance for doubtful accounts	$	263	$	11	$	(6	)	$	268

Nine months ended September 30, 2019
Allowance for doubtful accounts	$	255	$	27	$	(9	)	$	273
Nine months ended September 30, 2018
Allowance for doubtful accounts	$	237	$	34	$	(3	)	$	268

Contract Assets

Contract assets include unbilled membership dues receivables related to the Avalon Golf and Country Club for the customers membership commitment which are billed on a monthly basis over the course of the annual agreement. Such amounts are stated at their net realizable value. Contract assets related to unbilled membership dues are classified as current as revenue related to such agreements is recognized within the annual membership period. Unbilled membership receivables in our Condensed Consolidated Balance Sheets were approximately $0.9 million at September 30, 2019 and $0.6 million at December 31, 2018.

The following table presents changes in our contract assets during the three and nine months ended September 30, 2019 and 2018 (in thousands):

			Unbilled
	Balance at		Membership					Balance at
	Beginning of Period		Dues		Billings			End of Period
Three months ended September 30, 2019
Contract Assets:
Unbilled membership dues receivable	$	1,101	$	284	$	(532	)	$	853
Three months ended September 30, 2018
Contract Assets:
Unbilled membership dues receivable	$	1,009	$	184	$	(419	)	$	774

Nine months ended September 30, 2019
Contract Assets:
Unbilled membership dues receivable	$	554	$	1,813	$	(1,514	)	$	853
Nine months ended September 30, 2018
Contract Assets:
Unbilled membership dues receivable	$	580	$	1,475	$	(1,281	)	$	774

Contract Liabilities

Contract liabilities include unrecognized or deferred revenues relating to membership dues and customer advance deposits. We record deferred revenue when cash payments are received in advance of satisfying our performance obligation. We classify deferred membership dues revenue as current based on the timing of when we expect to recognize revenue for the membership commitment based on the Company satisfying the stand ready performance obligation throughout the annual membership period. The unrecognized or deferred revenues related to membership dues in our Condensed Consolidated Balance Sheets at September 30, 2019 and December 31, 2018 were $3.9 million and $2.9 million, respectively. Customer advance deposits are recorded as a liability until the goods or services are provided to the customer. Generally, customer advances, and corresponding performance obligation are satisfied within 12 months of the date of receipt of advance payment. The unrecognized revenues related to customer advance deposits are recorded in “Other liabilities and accrued expenses” in our Condensed Consolidated Balance Sheets. Customer advance deposits were approximately $0.5 million at both September 30, 2019 and December 31, 2018.

The following table presents changes in our contract liabilities during the three and nine months ended September 30, 2019 and 2018 (in thousands):

	Balance at				Revenue			Balance at
	Beginning of Period		Billings		Recognized			End of Period
Three months ended September 30, 2019
Contract Liabilities:
Deferred membership dues revenue	$	4,497	$	831	$	(1,474	)	$	3,854
Customer advance deposits	$	556	$	438	$	(487	)	$	507
Three months ended September 30, 2018
Contract Liabilities:
Deferred membership dues revenue	$	4,034	$	595	$	(1,278	)	$	3,351
Customer advance deposits	$	491	$	514	$	(582	)	$	423

Nine months ended September 30, 2019
Contract Liabilities:
Deferred membership dues revenue	$	2,899	$	5,175	$	(4,220	)	$	3,854
Customer advance deposits	$	453	$	1,100	$	(1,046	)	$	507
Nine months ended September 30, 2018
Contract Liabilities:
Deferred membership dues revenue	$	2,718	$	4,504	$	(3,871	)	$	3,351
Customer advance deposits	$	430	$	1,186	$	(1,193	)	$	423

Note 7. Leases

In February 2016, the FASB issued ASU 2016-02. The new standard establishes a ROU model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. In accordance with ASU 2016-02, leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. On January 1, 2019, the Company adopted ASU 2016-02 under the modified retrospective method with the available practical expedients.

Operating Leases

Avalon leases golf carts, machinery and equipment for the landfill operations, furniture and fixtures for The Grand Resort, and office copiers under operating leases. On January 1, 2019, as a result of the adopted ASU 2016-02, the Company recorded a ROU asset and related lease liability of approximately $1.7 million. Our operating leases have remaining lease terms ranging from 1 to 5 years. The weighted average remaining lease term on operating leases was approximately 3.2 years at September 30, 2019.

In addition, in connection with the purchase of New Castle Country Club’s real property assets on May 13, 2019, the Company assumed the remaining term of New Castle Country Club’s golf cart operating lease. At acquisition, the Company recorded an operating lease right-of-use asset and corresponding obligation under operating leases of approximately $126,000. The golf cart operating lease had a remaining lease term of 3 years at the acquisition date (See Note 516). ~~Capital~~

Leased ~~Assets~~property and associated obligations under operating leases at September 30, 2019 consists of the following (in thousands):

	September 30,
	2019
Operating lease right-of-use assets	$	1,505

Current portion of obligations under operating leases	$	528
Long-term portion of obligations under operating leases		977
Total obligations under operating leases	$	1,505

The weighted average discount rate on operating leases was 5.01% at September 30, 2019.

Finance Leases

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 its remaining renewal options. At September 30, 2019 there were approximately 34.1 years remaining on the golf course and related facilities finance lease.

~~During 2016 and 2017, t~~heIn addition, the golf and related operations also entered into ~~leases~~lease agreements for ~~a vehicle and~~vehicles, golf course maintenance and restaurant equipment ~~that~~and the captive landfill operations entered into a lease for a piece of equipment which were determined to be ~~capital~~finance leases. ~~The amounts capitalized in~~At September 30, 2019, the ~~Condensed Consolidated Balance Sheets under~~vehicles, golf course maintenance and restaurant equipment and the ~~caption “Leased property under capital leases, net” relating~~landfill operations equipment have remaining lease terms ranging from 2 to ~~these assets were approximately $0.8 million~~5 years at September 30, ~~2017~~2019. The weighted average remaining lease term on the vehicles and ~~$0.3 million~~equipment leases was approximately 2.3 years at ~~December 31, 2016.~~September 30, 2019.

Leased property and associated obligations under ~~capital~~finance leases at September 30, ~~2017~~2019 and December 31, ~~2016~~2018 consists of the following (in thousands):

September 30,

December 31,

2017

2016

Leased property under capital leases
$ 11,515 $ 10,783
Less accumulated amortization
(5,145 ) (4,748 )
Leased property under capital leases, net
$ 6,370 $ 6,035

	September 30,			December 31,
	2019			2018
Leased property under finance leases	$	11,604		$	11,442
Less accumulated amortization		(5,750	)		(5,374	)
Leased property under finace leases, net	$	5,854		$	6,068

Current portion of obligations under finance leases	$	250		$	236
Long-term portion of obligations under finance leases		515			688
Total obligations under finance leases	$	765		$	924

The weighted average discount rate on finance leases was 4.8% at both September 30, 2019 and December 31, 2018.

For the three and nine months ended September 30, 2019 and 2018, components of lease expense were as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Operating lease cost	$	298	$	195	$	586	$	446

Finance lease cost:
Depreciation on right-of-use assets	$	124	$	129	$	376	$	354
Interest on lease liabilities		11		13		33		38
Total finance lease cost	$	135	$	142	$	409	$	392

Future commitments under long-term, operating leases and finance leases at September 30, 2019 are as follows (in thousands):

	Finance		Operating		Total
2020	$	285	$	593	$	878
2021		251		496		747
2022		72		343		415
2023		33		175		208
2024		20		31		51
Thereafter		435		-		435
Total lease payments		1,096		1,638		2,734
Less imputed interest		331		133		464
Total		765		1,505		2,270
Less: current portion of obligations under leases		250		528		778
Long-term portion of obligations under leases	$	515	$	977	$	1,492

Note 7.9. Term Loans and Line of Credit Agreements

2016 Term Loan Agreement

On December 20, 2016, Avalon and certain direct and indirect wholly owned subsidiaries entered into a loan and security agreement (the ~~“Term~~“2016 Term Loan Agreement”) with Laurel Ca~~pital~~Capital Corporation which ~~provides~~provided for a $12.0 million term loan. At closing, $9.1 million of the proceeds were used to pay off amounts outstanding under the then existing line of credit agreement and associated accrued interest with Home Savings Bank, ~~(formerly The Home Savings and Loan Company of Youngstown, Ohio),~~ dated May 21, 2015, as amended, and pay related transaction costs associated with the 2016 Term Loan Agreement. The line of credit agreement with Home Savings Bank was terminated in conjunction with the repayment. Remaining proceeds of $2.9 million under the 2016 Term Loan Agreement were deposited in a project fund account to fund ~~future~~ costs of renovating and expanding The ~~Avalon Inn.~~Grand Resort. At September 30, ~~2017 and~~2019 the project fund proceeds related to the 2016 Term Loan Agreement were fully utilized. At December 31, ~~2016,~~2018, the remaining project fund proceeds of ~~$2.8~~approximately $0.5 million ~~and $2.9 million, respectively,~~ are presented in the Condensed Consolidated Balance Sheets as “Restricted cash.” On December 4, 2017 the 2016 Term Loan Agreement was amended to restate the definition of “Total Fixed Charges” utilized in the calculation of the “Fixed Charge Coverage Ratio.”

The ~~$12.~~0$12.0 million term loan amount is payable in 119 equal monthly installments of principal and interest, based on a fifteen (15) year maturity schedule which commenced on January 20, 2017. The 2016 Term Loan Agreement matures on December 20, 2026 at which time the final balloon payment equal to the remaining outstanding principal, interest and fees are due. Borrowings under the 2016 Term Loan Agreement bear interest at a fixed rate of 5.35% 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) 5.35% per annum or (b) the sum of the Index Rate on the date two (2) business days prior to the reset date ~~and~~plus 3.95%, provided that the applicable rate shall in no event exceed 7.50% per annum.

Avalon has the right to prepay the amount outstanding under the 2016 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 2016 Term Loan Agreement are secured by certain real property and related business assets as defined in the ~~Term Loan Agreement.~~agreement. The 2016 Term Loan Agreement also contains certain financial and other covenants, customary representations, warranties and events of default. Avalon was in compliance with the 2016 Term Loan Agreement covenants at September 30, ~~2017~~2019 and December 31, ~~2016.~~2018.

The Company incurred approximately ~~$189,000~~$191,000 of debt issuance costs in connection with the 2016 Term Loan Agreement. These debt issuance costs were capitalized and will be amortized over the life of the 2016 Term Loan Agreement. In accordance with ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs(“ASU 2015-03”), these costs are presented in the Condensed Consolidated Balance Sheets as a direct reduction from the carrying amount of the term loan liability.

2019 Term Loan Agreement

~~Concurrently~~On March 29, 2019, Avalon and certain direct and indirect wholly owned subsidiaries entered into a loan and security agreement (the “2019 Term Loan Agreement”) with Laurel Capital Corporation which provided for a $3.0 million term loan. At closing, a portion of the proceeds were used to pay related transaction costs associated with the 2019 Term Loan Agreement with the remaining proceeds deposited into a project fund account to fund costs of renovating and expanding The Grand Resort. At September 30, 2019 the project fund proceeds related to the 2019 Term Loan Agreement were fully utilized.

The $3.0 million outstanding under the 2019 Term Loan Agreement is payable in 92 equal monthly installments of principal and interest, based on a fifteen (15) year maturity schedule which commenced on April 20, 2019 followed by one final balloon payment of all remaining principal, interest and fees due on the maturity date of December 20, 2026. Borrowings under the 2019 Term Loan Agreement bear interest at a fixed rate of 6.25% 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) 6.25% per annum or (b) the sum of the Index 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 8.50% per annum.

Avalon has the right to prepay the amount outstanding under the 2019 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 and two percent (2%) on any prepayment in the sixth, seventh or eighth year.

Borrowings under the 2019 Term Loan Agreement are secured by a second priority mortgage lien on the land, building and improvements on the property owned by The Grand Resort as defined in the agreement. The 2019 Term Loan Agreement also contains certain financial and other covenants, customary representations, warranties and events of default. Avalon was in compliance with the 2019 Term Loan Agreement covenants at September 30, 2019.

The Company incurred approximately $42,000 of debt issuance costs in connection with the 2019 Term Loan Agreement. These debt issuance costs were capitalized and will be amortized over the life of the 2019 Term Loan Agreement. In accordance with ASU 2015-03, these costs are presented in the Condensed Consolidated Balance Sheets as a direct reduction from the carrying amount of the term loan liability.

Commercial Mortgage

On May 13, 2019, Havana Cigar Shop, Inc., a wholly owned subsidiary of Avalon, entered into an asset Purchase and Sale Agreement with New Castle Country Club (the “Club”) for the purchase of the real property assets associated with the Club. Havana Cigar Shop, Inc. concurrently entered into an Assignment and Assumption and Commercial Loan Modification Agreement (the “Assumption Agreement”) with Mercer County State Bank for the outstanding debt under the Club’s Commercial Mortgage (the “Commercial Mortgage”) and Demand Line of Credit, as amended (the “Demand Line of Credit”), at closing as consideration for the purchase of the real property of the Club (See Note 16).

At closing the outstanding principal balance assumed under the Commercial Mortgage obligation was $653,000. The $653,000 outstanding under the $950,000 Commercial Mortgage is payable in 110 equal monthly installments of $7,573 consisting of principal and interestwhichcommenced May 21, 2019 and matures on June 21, 2028. Borrowings under the Commercial Mortgage bear interest at a fixed rate of 5.50% until June 21, 2023 at which time the interest rate will be reset to a fixed rate equal to the greater of (a) 4.25% per annum or (b) the Prime Rate plus 0.50%.

Avalon has the right to prepay the amount outstanding under the Commercial Mortgage, 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, with no prepayment penalty.

Borrowings under the Commercial Mortgage are secured by a first lien mortgage and assignment of leases and rents on the land, building and improvements on the property and non-real estate assets owned by Havana Cigar Shop, Inc. The Commercial Mortgage also contains certain financial and other covenants, customary representations, warranties and events of default.

Demand Line of Credit

Under the Assumption Agreement Havana Cigar Shop, Inc. also assumed the Club’s $150,000 Commercial Demand Line of Credit with Mercer County State Bank of which $134,000 was outstanding at closing. Monthly payments consist of interest only on the outstanding principal balance with principal due on demand in the event of default as defined in the Commercial Demand Line of Credit agreement. During the third quarter of 2019, the outstanding balance was paid in full. No additional funds were drawn under the Demand Line of Credit at September 30, 2019.

Outstanding borrowings under the Commercial Demand Line of Credit bear interest at Prime Rate plus 0.50%. At September 30, 2019, the interest rate on the Commercial Demand Line of Credit was 5.50%.

Borrowings under the Commercial Demand Line of Credit are secured by a second lien mortgage and assignment of leases and rents on the land, building and improvements on the property and non-real estate assets owned by Havana Cigar Shop, Inc. The Commercial Demand Line of Credit agreement also contains certain financial and other covenants, customary representations, warranties and events of default.

Line of Credit Agreement

On May 31, 2018, Avalon entered into a new business loan agreement with Home Savings Bank, (the “Line of C~~redit~~Credit Agreement”) which provides for a line of credit of up to ~~$4.0~~$5.0 million with an original maturity date of May 31, ~~2017.~~2020. On ~~April 25, 2017,~~June 17, 2019, the Company amended the Line of Credit Agreement ~~was amended~~ to ~~increase the available line of credit from $4.0 million to $5.0 million and~~ extend the maturity date to May 31, ~~2019. The amendment also has the option to request a one year extension of maturity in 2018 based on certain terms and conditions.~~2021. 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. The existing line of credit agreement with Home Savings Bank, dated December 20, 2016, as amended, which was entered into concurrently with the 2016 Term Loan Agreement, was terminated in conjunction with the new Line of Credit Agreement. No amounts were outstanding under the existing line of credit agreement at termination.

At September 30, 2019, $575,000 was outstanding under the Line of Credit Agreement. No amounts were drawn under the Line of Credit Agreement at ~~September 30, 2017 and~~ December 31, ~~2016.~~

2018. Outstanding borrowings under the Line of Credit Agreement bear interest at Prime Rate plus .25%. At September 30, ~~2017,~~2019, the interest rate on the Line of Credit Agreement was ~~4.50%~~5.25%.

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 also contains certain financial and other covenants, customary representations, warranties and events of default. Avalon was in compliance with the ~~Line~~line of ~~Credit Agreement~~credit agreements covenants at September 30, ~~2017~~2019 and December 31, ~~2016.~~2018.

During the three ~~and nine months~~ month periods ended September 30, ~~2017,~~2019 and 2018, the weighted average interest rate on outstanding borrowings was 5.53% and 5.35%., respectively. During the ~~three and~~ nine ~~months~~month periods ended September 30, ~~2016,~~2019 and 2018, the weighted average interest rate on outstanding borrowings was ~~3.75%.~~5.48% and 5.35%, respectively.

Obligations under thethe Company’s ~~debt~~term loan and mortgage agreements at September 30, ~~2017~~2019 and December 31, ~~2016~~2018 consist of the following (in thousands):

	September 30, 2017									September 30, 2019
	Gross Amount			Debt Issuance Costs			Net Amount			Gross Amount		Debt Issuance Costs			Net Amount
Term loan agreement	$	11,601		$	(175	)	$	11,426
2016 Term loan agreement										$	10,454	$	(139	)	$	10,315
2019 Term loan agreement											2,934		(39	)		2,895
Commercial Mortgage											630		-			630
Total											14,018		(178	)		13,840
Less current portion		(558	)		19			(539	)		807		(25	)		782
Long-term debt	$	11,043		$	(156	)	$	10,887		$	13,211	$	(153	)	$	13,058

	December 31, 2016									December 31, 2018
	Gross Amount			Debt Issuance Costs			Net Amount			Gross Amount		Debt Issuance Costs			Net Amount
Term loan agreement	$	12,000		$	(189	)	$	11,811
2016 Term loan agreement										$	10,898	$	(153	)	$	10,745
Less current portion		(536	)		19			(517	)		597		(19	)		578
Long-term debt	$	11,464		$	(170	)	$	11,294		$	10,301	$	(134	)	$	10,167

F~~uture~~Future maturities ~~of long-term debt~~under the Company term loan and mortgage agreements are as follows (in thousands):

For the Twelve Month Period Ending September 30,			For the Twelve Month Period Ending September 30,
2018	$	558
2019		589
2020		621	2020	$	807
2021		655	2021		853
2022		691	2022		901
2023			2023		951
2024			2024		1,005
Thereafter		8,487	Thereafter		9,501
Total	$	11,601	Total	$	14,018

Note 911. Long-Term Incentive Plan

On March 14, 2019, the Board of Directors of Avalon approved the renewal of the expired 2009 Long-term Incentive Plan (the “2009 Plan”), which is set to expire in October of 2019. The 2009 Plan provides for the granting of options which are intended to be non-qualified stock options (“NQSO’s”) for federal income tax purposes except for those options designated as incentive stock options (“ISO’s”) which qualify under Section 422 of the Internal Revenue Code.

The name of the plan was changed to the 2019 Long-term Incentive Plan (“the Option Plan”) to reflect the year of approval. The Option Plan represents the renewal of the 2009 Plan which had 1,300,000 shares of Class A Common Stock available for stock options to employees and non-employee directors. The Option Plan has 1,300,000 shares available for stock options, less any shares of stock issued pursuant to options exercised under the 2009 Plan. The total number of shares under the Option Plan and the 2009 Plan will not exceed 1,300,000. Shares of stock covered by options granted pursuant to the 2009 Plan which terminate or expire prior to exercise or have been surrendered or canceled shall be available for further option grants under the Option Plan. On April 25, 2019, at the Annual Meeting of Shareholders, the shareholders approved the Option Plan.

The purpose of the Avalon Holdings Corporation ~~2009~~ 2019 Long-term Incentive Plan (the “Plan”) is (a) to improve individual employee performance by providing long-term incentives and rewards to employees of Avalon, (b) to assist Avalon in attracting, retaining and motivating employees and non-employee directors with experience and ability, and (c) to associate the interests of such employees and directors with those of the Avalon shareholders. ~~Under the Plan, 1,300,000~~At September 30, 2019, options to purchase 760,000 shares have been ~~reserved~~granted under the 2009 Plan. Of these, 72,000 shares have been exercised, and options for 688,000 shares remain outstanding.

NQSO’s may be granted with an exercise price which is not less than 100% of the ~~issuance~~fair market value of ~~stock~~the Class A Common Stock on the date of grant. Options designated as ISO’s shall not be less than 110% of fair market value for employees who are ten percent shareholders and not less than 100% of fair market value for other employees. The Board of Directors may, from time to time in its discretion, grant options to one or more outside directors, subject to such terms and conditions as the Board of Directors may determine, provided that such terms and conditions are not inconsistent with other applicable provisions of the Option Plan. Options shall have a term of no longer than ten years from the date of grant; except that for an option designated as an ISO which ~~760,000~~is granted to a ten percent shareholder, the option shall have a term no longer than five years.

No option shall be exercisable prior to one year after its grant, unless otherwise provided by the Option Committee of the Board of Directors (but in no event before 6 months after its grant), and thereafter options ~~were outstanding at September 30, 2017.~~ shall become exercisable in installments, if any, as provided by the Option Committee. Options must be exercised for full shares of common stock. To the extent that options are not exercised when they become initially exercisable, they shall be carried forward and be exercisable until the expiration of the term of such options. No option may be exercised by an optionee after his or her termination of employment for any reason with Avalon or an affiliate, except in certain situations provided by the Option Plan.

The stock options, vest ratably over a five year period and have a contractual term of ten years from the date of grant. At the end of each contractual vesting period, the share price of the Avalon common stock, traded on a public stock exchange (NYSE Amex), must reach a predetermined price within three years following such contractual vesting period before the stock options are exercisable (See table below). If the Avalon common stock price does not reach the predetermined price, the stock options will either be cancelled or the period will be extended at the discretion of the Board of Directors. In 2018, the Board of Directors extended the period of time for certain vested options that were not exercisable due to those options not meeting the predetermined stock price within the three years following the contractual vesting period.

The grant-date fair values of ~~these~~the stock option awards were estimated using the Monte Carlo Simulation. The Monte Carlo Simulation was selected to determine the fair value because it incorporates six minimum considerations; 1) the exercise price of the option, 2) the expected term of the option, taking into account both the contractual term of the option, the effects of employees’ expected exercise and post-vesting employment termination behavior, as well as the possibility of change in control events during the contractual term of the option agreements, 3) the current fair value of the underlying equity, 4) the expected volatility of the value of the underlying share for the expected term of the option, 5) the expected dividends on the underlying share for the expected term of the option and 6) the risk-free interest rate(s) for the expected term of the option.

The grant date fair value of the underlying equity was determined to be equal to ~~Avalon~~’sAvalon’s publicly traded stock price as of the grant dates times the sum of the Class A and Class B common shares outstanding.

The expected term, or time until the option is exercised, is typically based on historical exercising behavior of previous option holders of a ~~company~~’scompany’s stock. Due to the fact that the Company has had no historical exercising activity, prior to 2018, the simplified method iswas applied. Because of the nature of the vesting described above, the options are separated into five blocks, with each block having its own vesting period and expected term.

TheFor stock option awards, the expected volatility was based on the observed historical volatility of Avalon common ~~stock for a period prior to the grant date.~~stock. There were no expected dividends and the risk-free interest rate was based on yield data for U. S. Treasury securities over a period consistent with the expected term.

The following table is a summary of the stock option ac~~tivity:~~activity during 2019:

			Weighted		Weighted				Weighted		Weighted
	Number of		Average		Average		Number of		Average		Average
	Options		Exercise		Fair Value at		Options		Exercise		Fair Value at
	Granted		Price		Grant Date		Granted		Price		Grant Date
Outstanding at January 1, 2017		760,000		2.51		1.00
Outstanding at January 1, 2019								688,000		2.52		1.00
Options granted		-		-		-		-		-		-
Options exercised		-		-		-		-		-		-
Options cancelled or forfeited		-		-		-		-		-		-
Outstanding at September 30, 2017		760,000	$	2.51	$	1.00
Outstanding at September 30, 2019								688,000	$	2.52	$	1.00
Options Vested		688,000						652,000	$	2.56	$	1.03
Exercisable at September 30, 2017		268,000
Exercisable at September 30, 2019								634,000	$	2.58	$	1.05

The stock options vest and become exercisable based upon achieving two critical metrics as follows:

Contract Vesting Term: The stock options vest ratably over a five year period.

The Avalon common stock price traded on a public stock exchange (NYSE Amex) must reach the predetermined vesting price within three years after the options become vested under the contractual vesting term.

The table below represents the period and predetermined stock price needed for vesting.

	Begins	Ends	Predetermined
	Vesting	Vesting	Vesting Price
Block 1	12 months after Grant Dates	48 months after Grant Dates	$	3.43
Block 2	24 months after Grant Dates	60 months after Grant Dates	$	4.69
Block 3	36 months after Grant Dates	72 months after Grant Dates	$	6.43
Block 4	48 months after Grant Dates	84 months after Grant Dates	$	8.81
Block 5	60 months after Grant Dates	96 months after Grant Dates	$	12.07

Compensation costs werewere approximately ~~$3,000~~$1,000 and ~~$6,000~~$2,000 for the three months ended September 30, ~~2017~~2019 and ~~2016,~~2018, respectively, and ~~$10,000~~$4,000 and ~~$22,000~~$5,000 for the nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, respectively, based upon the estimated grant date fair value calculations. As of September 30, ~~2017,~~2019, there was approximately ~~$32,000~~$19,000 of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of ~~7.08~~4.67 years.

Note 1113. Business Segment Information

In determining the segment information, Avalon considered its operating and management structure and the types of information subject to regular review by its “chief operating decision maker.” Using the criteria of FASB ~~Accounting Standard Codification (“ASC”)~~ASC 280 Segment Reporting, Avalon’s reportable segments include waste management services and golf and related operations. Avalon accounts for intersegment net operating revenues as if the transactions were to third parties. The segment disclosures are presented on this basis for all periods presented.

~~Avalon~~’sAvalon’s primary business segment, the waste management services segment, provides hazardous and nonhazardous brokerage and management services to industrial, commercial, municipal and governmental customers, captive landfill management for an industrial customer and salt water injection well operations.

~~Avalon~~’sAvalon’s golf and related operations segment consists of ~~three~~four golf courses and associated clubhouses which provide dining and banquet facilities, a hotel which provides lodging, dining, banquet and conference facilities, a recreation center and a travel agency. Revenue for the golf and related operations segment consists primarily of membership dues, greens fees, cart rentals, room rentals, merchandise sales, tennis and fitness activities, spa services and food and beverage sales. Revenue related to annual membership dues are recognized proportionately over the membership period. The unrecognized or deferred revenues relating to membership dues at September 30, 2017 and December 31, 2016 were $3.3 million and $2.7 million, respectively.

A~~valon~~Avalon does not have significant operations located outside the United States and, accordingly, geographical segment information is not presented.

For ~~the nine~~ months ended September 30, 2017, one customer accounted for 10% of the waste management services segment’s net operating revenues to external customers and 7% of the consolidated net operating revenues. Forboth the nine months ended September 30, ~~2016,~~2019 and 2018, no one customer accounted for 10% of Avalon’s consolidated or reportable segment net operating revenues.

The accounting policies of the segments are consistent with those described for the consolidated financial statements in the summary of significant accounting policies included in Avalon’s ~~2016~~2018 Annual Report to Shareholders. Avalon measures segment profit for internal reporting purposes as income (loss) before taxes.

Business segment information including the reconciliation of segment income before taxes to income (loss) before taxes is as follows (in thousands):

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Net operating revenues from:
Waste management services:
External customer revenues	$	10,831		$	13,593		$	27,934		$	32,625		$	11,572		$	12,557		$	35,908		$	32,525
Intersegment revenues		-			-			-			-			-			-			-			-
Total waste management services		10,831			13,593			27,934			32,625			11,572			12,557			35,908			32,525

Golf and related operations:
External customer revenues		5,533			5,540			13,709			13,149			6,446			5,591			15,143			13,844
Intersegment revenues		12			23			49			50			10			15			45			57
Total golf and related operations		5,545			5,563			13,758			13,199			6,456			5,606			15,188			13,901

Segment operating revenues		16,376			19,156			41,692			45,824			18,028			18,163			51,096			46,426
Intersegment eliminations		(12	)		(23	)		(49	)		(50	)		(10	)		(15	)		(45	)		(57	)
Total net operating revenues	$	16,364		$	19,133		$	41,643		$	45,774		$	18,018		$	18,148		$	51,051		$	46,369

Income (loss) before income taxes:
Waste management services	$	624		$	950		$	1,852		$	2,035		$	1,074		$	1,244		$	3,295		$	2,768
Golf and related operations		674			608			298			468			100			455			(363	)		455
Segment income before income taxes		1,298			1,558			2,150			2,503			1,174			1,699			2,932			3,223
Corporate interest expense		(162	)		(89	)		(490	)		(260	)		(203	)		(154	)		(551	)		(474	)
Corporate other income, net		2			2			6			7			3			1			51			14
General corporate expenses		(739	)		(693	)		(2,225	)		(2,096	)		(810	)		(741	)		(2,379	)		(2,318	)
Income (loss) before income taxes	$	399		$	778		$	(559	)	$	154
Income before income taxes													$	164		$	805		$	53		$	445

September 30,

December 31,

2017

2016

Identifiable assets:

Waste management services
$ 25,890 $ 25,015
Golf and related operations
46,023 44,728
Corporate
49,972 51,937
Subtotal
121,885 121,680
Elimination of intersegment receivables
(55,047 ) (53,782 )
Total
$ 66,838 $ 67,898

	September 30,			December 31,
	2019			2018
Identifiable assets:
Waste management services	$	29,107		$	27,383
Golf and related operations		55,297			48,074
Corporate		49,925			47,394
Subtotal		134,329			122,851
Elimination of intersegment receivables		(63,270	)		(58,082	)
Total	$	71,059		$	64,769

In comparing the total assets at September 30, ~~2017~~2019 with those at December 31, ~~2016,~~2018, the increase in the total assets of the waste management services segment of ~~$0.9~~$1.7 million is primarily a result of an increase in intersegment transactions, which are eliminated in consolidation, and to a lesser extent, the right-of-use assets relating to operating leases partially offset by a decrease in accounts ~~receivable and to a lesser extent a lower net book value of property and equipment as a result of current year depreciation on the salt water injection wells.~~receivable. The increase in total assets of the golf and related operations segment of ~~$1.3~~$7.2 million iswas primarily due to ~~golf course maintenance equipment acquired under capital lease agreements,~~ capital expenditures related to the ~~continued renovation and~~ expansion of The ~~Avalon Inn~~Grand Resort, the real property acquired relating to New Castle Country Club, the right-of-use assets related to operating leases, and an increase in accounts receivable, ~~related to membership dues~~ partially offset by current year depreciation on property and equipment. The ~~decrease~~increase in corporate total assets of ~~$2.0~~approximately $2.5 million is primarily due to ~~a decrease~~an increase in intersegment transactions, which are eliminated in ~~consolidation, and to a lesser extent a decrease in cash and cash equivalents utilized for the renovation and expansion of The Avalon Inn and required monthly payments made on the term loan facility.~~consolidation.

Note 1315. Injection Wells Suspension

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 ~~both of Avalon~~’sAvalon’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 ~~also~~ that the saltwater injection wells pose a risk of increasing or creating seismic activity. The two saltwater injection wells are located approximately 112 feet apart. Based on these findings, the Chief ordered the immediate suspension of all operations of the two saltwater injection wells, until the Division could further evaluate the wells.

On September 5, 2014, Avalon submitted the information required by the ~~Chief~~’sChief’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 atfor the AWMS #2 injection well. To date, the Division has not responded to that plan despite Avalon’s ~~requests~~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 ~~only~~ temporary, and ~~that~~ he expects that AWMS #2 will be allowed to ~~inject~~resume operations once the ~~state~~’sstate’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 ~~will~~would allow the Chief more time to ~~more~~ fully evaluate the facts in anticipation of the ~~Division~~’sDivision’s implementation of a comprehensive regulatory plan that will specifically address injection-induced seismicity.

Avalon appealed that decision ~~in September 2015 to the Franklin County Court of Common Pleas, but that appeal was dismissed on a filing technicality. Avalon appealed the dismissal to the Ohio 10~~^th ~~Circuit Court of Appeals, which found the Commission erred in its filing of their decision. Following the Commission’s proper notice, Avalon appealed again~~ to the Franklin County Court of Common Pleas (the “Court”).

On, 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 ~~for~~ over the 26 ~~months~~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 ~~sets~~set forth conditions for ~~the~~ restarting ofthe AWMS #2 salt water injection well in accordance with the proposed restart plans filed by Avalon with minor revisions. ~~While the Company was making preparations for restarting the well and opening the facility,~~On February 22, 2017, the Division appealed the Final Decision and Order and filed a Motion to Stay the Court ~~Order on February 22, 2017.~~Order. The Motion to Stay was granted by the Ohio 10^th ~~Circuit~~10th District Court of Appeals on March 21, 2017.

On September 14, 2017, an appeal hearing was ~~held. The Company is currently awaiting judgment from the court. In the event the suspension order is lifted, Avalon will make preparations for restarting the well and opening the facility~~held in ~~accordance with the restart plans. In the event that the temporary suspension is not lifted by~~ the Ohio 10^th ~~Circuit~~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 10^th District Court of Appeals decision to the Supreme Court of Ohio. On November 21, 2018, Avalon, received notice from the Supreme Court of Ohio that the court would not accept for review the Company’s appeal of the Ohio 10^th 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.

Based on the Supreme Court of Ohio’s decision not to accept the Company’s appeal for review and the economically unfeasible conditions required by the Division of Oil & Gas Resources Management proposed restart plan, management of Avalon and its Board of Directors concluded that the injection wells would not resume operations in the near future and that the carrying value of the salt water injection wells was not recoverable. In the fourth quarter of 2018, the Company recorded an impairment charge of approximately $3.3 million, the full carrying value of the Company’s salt water injection wells.

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, which is pending.

Concurrently with the filing of the appeal ~~until~~with the Franklin County Court of Common Pleas, the Company filed a ~~favorable ruling lifting~~writ of mandamus in the ~~temporary suspension is received.~~10^th 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.

In addition, on August 26, 2016, Avalon filed a complaint in the 11^th Appellate District Court in Trumbull County, Ohio for a Peremptory Writ of Mandamus to compel the Director of the ~~Ohio Department of Natural Resources (“ODNR”)~~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. ~~There is currently no implemented state-wide policy on induced seismicity and The ODNR has refused to communicate with the Company regarding the status and requirements of any policymaking.~~ The Company believes that the actions, and lack of responsible actions, by ~~ODNR, which were triggered by a seismic event that presented no hazard or risk to any individual or to~~ the ~~environment,~~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 September 26, 2016, the ODNR filed a motion to dismiss Avalon’s Writ of Mandamus complaint. The Company intends to vigorously pursue the Complaint and obtain due process and fair compensation. Discovery has been initiated in the case but no hearing date has been set.

~~At December 31, 2016,~~ On March 18, 2019, Avalon, received notice that the 11^th 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. To date, oral arguments in that case have not been scheduled.

Note 16. Asset Acquisitions

Boardman Tennis Center property

On March 7, 2018, Avalon, through a newly created subsidiary, Avalon Mahoning Sports Center, Inc., completed the acquisition of the Boardman Tennis Center property in Boardman, Ohio for approximately $1.3 million in cash. In accordance with our Term Loan Agreement, the Company withdrew funds from the restricted cash account for reimbursement for capital expenditures incurred in 2017 related to The Grand Resort that were paid with operating cash to fund the acquisition of the Boardman Tennis Center property. Subsequent to the acquisition, the Boardman Tennis Center property was named the Avalon Athletic Club at Boardman. The primary assets of the Avalon Athletic Club at Boardman include the acquired real property consisting of the building and associated land.

In the third quarter of 2018, the Company began renovating the facility. The renovations include the conversion of the facility into a multipurpose recreation center including indoor tennis, basketball, volleyball and pickleball courts and a fitness area. The facilities interior renovations were completed in the first quarter of 2019.

The Avalon Athletic Club at Boardman is currently in operation. The operating results are included in the Company’s Condensed Consolidated Statements of Operations and within Avalon’s golf and related operations segment from the date of acquisition. The net operating revenues and results of operations related to the Avalon Athletic Club at Boardman from the period of acquisition are not significant and, accordingly, are not provided.

The acquisition of the facility and its associated subsequent renovation is consistent with the Company’s athletics and fitness business strategy. Members of the Avalon Golf and Country Club have access to the facility and all the athletic and fitness related activities offered by the Avalon Athletic Club at Boardman. In addition, hotel guests at The Grand Resort can utilize the facility during their stay. The Avalon Athletic Club at Boardman earns revenue through membership fees, athletic and fitness related activities.

The Company accounted for the acquisition of the Avalon Athletic Club at Boardman in accordance with ~~FASB ASC 360-10-35,~~ ~~Property, Plant and Equipment – Overall – Subsequent Measurement~~ ~~(“ASC 360-10-35”), Avalon assessed~~ASU 2017-01. In accordance with ASU 2017-01, the ~~recoverability~~Company evaluated whether to account for the transaction as either a business or asset acquisition. The Company determined that all of the ~~carrying~~fair value of the gross assets acquired was concentrated in the real property. In accordance with the guidance, assets that are attached to each other, such as land and a building residing on the land which cannot be physically removed and used separately from each other without incurring significant cost are considered to be a single identifiable asset. In accordance with ASU 2017-01, the Company accounted for the transaction as an asset acquisition as all of the value of the gross assets acquired resides in that single asset.

The following table summarizes the fair values of the ~~salt water injection wells based on~~assets acquired and liabilities assumed at the ~~Chief~~transaction date (in thousands):

Assets acquired:
Building and land	$	1,302
Total assets acquired:		1,302
Liabilities assumed:
Accrued liabilities		33
Total liabilities assumed		33
Total consideration	$	1,269

New Castle Country Club property

On May 13, 2019, Havana Cigar Shop, Inc., a wholly owned subsidiary of Avalon, entered into an asset Purchase and Sale Agreement with New Castle Country Club (“the Club”) for the purchase of the ~~Division~~real property assets associated with the Club. Havana Cigar Shop, Inc. concurrently entered into an Assignment and Assumption and Commercial Loan Modification Agreement with Mercer County State Bank for the outstanding debt under the Club’s Commercial Mortgage and Demand Line of ~~Oil and Gas Resources Management’s decision to temporarily suspend operations~~Credit, as amended, (collectively the “Agreements”) at closing as consideration for the purchase of the ~~wells. Avalon estimated future cash flows directly associated with and which are expected to arise as a direct result~~real property of the ~~wells once the temporary suspension is lifted.~~Club. The assumptions used by management in developing the estimates of future cash flows were based on current market conditions and comparable prior periods while in operation. Based on the estimated undiscounted sum of the future cash flows, the net book value of the property, plant and equipment relating to the wells of approximately $4.3 million at December 31, 2016 was recoverable in less than the estimated remaining useful life of those assets. There were no changes to this assessment at September 30, 2017.

Management continues to consider whether indicators of impairment are present and tests for recoverability, as necessary, in accordance with ASC 360-10-15. There can be no guarantee that the salt water injection wells will resume operations. If management concludes that the suspension is other than temporary and the carryingtotal amount of outstanding debt under the ~~salt water injection wells are not recoverable, Avalon may record an impairment charge up to $3.8~~Agreements assumed by Havana Cigar Shop, Inc., at closing was approximately $0.8 million ~~the carrying value of the salt water injection wells at September 30, 2017.~~(See Note 9).

Subsequent to the asset Purchase and Sale Agreement, Havana Cigar Shop, Inc. was named The Avalon Field Club at New Castle. The Avalon Field Club at New Castle is currently in operation. The operating results are included in the Company’s Condensed Consolidated Statements of Operations and within Avalon’s golf and related operations segment from the date of acquisition. The net operating revenues and results of operations related to The Avalon Field Club at New Castle from the period of acquisition are not significant and, accordingly, are not provided.

The acquisition is consistent with the Company’s golf operations business strategy as members of the Avalon Golf and Country Club have access to all the golf and related country club activities offered by The Avalon Field Club at New Castle. In addition, hotel guests at The Grand Resort can utilize the facility during their stay. The Avalon Field Club at New Castle earns revenue through membership dues, food, beverage and merchandise sales, greens fees and associated cart rentals.

The Company accounted for the acquisition of The Avalon Field Club at New Castle in accordance with ASU 2017-01. In accordance with ASU 2017-01, the Company evaluated whether to account for the transaction as either a business or asset acquisition. The Company determined that all of the fair value of the gross assets acquired was concentrated in the real property. In accordance with the guidance, assets that are attached to each other, such as land and a building residing on the land which cannot be physically removed and used separately from each other without incurring significant cost are considered to be a single identifiable asset. In accordance with ASU 2017-01, the Company accounted for the transaction as an asset acquisition as all of the value of the gross assets acquired resides in that single asset.

In accordance with ASU 2017-01, the Company capitalized approximately $67,000 of transaction costs as a component of the cost of the real property assets acquired.

The Avalon Field Club also assumed the remaining term of the Club’s golf cart operating lease. At acquisition the Company recorded an operating lease right-of-use asset and corresponding obligation under operating leases of approximately $126,000. The golf cart operating lease had a remaining lease term of 3 years at the acquisition date.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the transaction date (in thousands):

Assets acquired:

Building and land
$ 854
Operating lease right-of-use assets
126
Prepaid real estate taxes
23
Total assets acquired:
1,003
Liabilities assumed:

Commercial mortgage
653
Demand line of credit
134
Obligations under operating leases
126
Total liabilities assumed
913
Total consideration
$ 90

The following discussion provides information which management believes is relevant to an assessment and understanding of the operations and financial ~~conditio~~ncondition 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~~’sManagement’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.

For the nine months ended September 30, ~~2017,~~2019, Avalon utilized existing cash and cash provided by operations to meet operating needs, make required monthly payments on ~~the~~our term loan ~~facility~~facilities and to fund capital expenditures which included the renovation of the Avalon Athletic Club at Boardman and the continued renovation and expansion of The Grand Resort (formerly The Avalon Inn) as further described below. In the third quarter of 2019, The Avalon Inn, ~~as described below.~~which includes the hotel and related resort amenities was renamed The Grand Resort.

~~In July 2016, the Company formed Avalon Resorts and Clubs,~~On May 13, 2019, Havana Cigar Shop, Inc. ~~(“ARCI”)~~, a wholly owned subsidiary of Avalon, entered into an asset Purchase and Sale Agreement with New Castle Country Club (the “Club”) for the ~~purpose~~purchase of ~~which is to hold~~ the ~~corporate activity~~real property assets associated with the Club. Havana Cigar Shop, Inc. concurrently entered into an Assignment and Assumption and Commercial Loan Modification Agreement with Mercer County State Bank for the outstanding debt under the Club’s Commercial Mortgage and Demand Line of ~~Avalon Clubs, Inc. and Avalon Resorts,~~Credit, as amended, (collectively the “Agreements”) at closing as consideration for the purchase of the real property of the Club. The total amount of outstanding debt under the Agreements assumed by Havana Cigar Shop, Inc., ~~both formed concurrently with ARCI.~~ ~~Avalon Clubs,~~at closing was approximately $0.8 million.

Subsequent to the asset Purchase and Sale Agreement, Havana Cigar Shop, Inc. was ~~formed to hold~~named The Avalon Field Club at New Castle. The Avalon Field Club at New Castle is currently in operation. The operating results are included in the ~~wholly owned subsidiaries~~Company’s Condensed Consolidated Statements of Operations and within Avalon’s golf and related operations segment from the date of acquisition.

The acquisition is consistent with the Company’s golf operations business strategy as members of the Avalon Golf and Country Club ~~while Avalon Resorts, Inc. holds~~have access to all the ~~operations of~~golf and related country club activities offered by The Avalon ~~Inn. ACRI,~~Field Club at New Castle. In addition, hotel guests at The Grand Resort can utilize the facility during their stay. The Avalon ~~Clubs,~~Field Club at New Castle earns revenue through membership dues, food, beverage and merchandise sales, greens fees and associated cart rentals.

The Avalon ~~Resorts, Inc.~~Athletic Club at Boardman is currently in operation. The operating results are included in the Company’s Condensed Consolidated Statements of Operations and within Avalon’s golf and related operations ~~segment.~~segment from the date of acquisition.

During the nine months ended September 30, ~~2017,~~2019, Avalon incurred capital expenditures of ~~$2.2~~$6.4 million of which ~~$1.5~~$5.7 million of such expenditures was paid to vendors during the nine month period ended September 30, 2019. Such expenditures primarily related to the continued renovation and expansion of The Grand Resort and, to a lesser extent, renovation of the Avalon Athletic Club at Boardman facility. During the nine months ended September 30, 2018, Avalon incurred capital expenditures of $2.6 million of which $2.0 million of such expenditures was paid to vendors and primarily related to the continued renovation and expansion of The ~~Avalon Inn~~Grand Resort and ~~$0.6~~approximately $0.1 million of such expenditures related to ~~golf course maintenance equipment~~a vehicle acquired under a new ~~capital~~finance lease ~~agreements. During the nine months ended September 30, 2016, Avalon incurred capital expenditures of $2.5 million~~agreement. In 2019 and ~~paid vendors $2.4 million for such expenditures which principally related to the renovation and expansion of~~2018, The ~~Avalon Inn. In 2017 and 2016, The Avalon Inn~~Grand Resort was in operation but still in the process of being renovated and expanded. The renovations and expansion include ~~a complete~~the renovation of ~~the~~ existing ~~facility~~hotel rooms and recreation center and the addition of a new ~~restaurants,~~restaurant, bars, ~~extensive banquet~~salon and ~~conference facilities.~~spa, outdoor resort pool and Roman Bath. Avalon’s aggregate capital expenditures in ~~2017~~2019 are expected to be in the range of ~~$2.5~~$7.5 million to ~~$3.0~~$8.5 million, ~~which will~~funded with cash from our project fund account, line of credit, operating cash and cash generated from operations. Capital expenditures principally relate to the continued renovation and expansion of The Grand Resort, renovation of the Avalon ~~Inn,~~Athletic Club at Boardman facility, renovation of The Avalon Field Club at New Castle facility, building improvements and equipment purchases.

On December 20, 2016, Avalon and certain direct and indirect wholly owned subsidiaries entered into a loan and security agreement (the ~~“Term~~“2016 Term Loan Agreement”) with Laurel Ca~~pital~~Capital Corporation which ~~provides~~provided for a $12.0 million term loan. At closing, $9.1 million of the proceeds were used to pay off amounts outstanding under the then existing line of credit agreement and associated accrued interest with Home Savings Bank, ~~(formerly The Home Savings and Loan Company of Youngstown, Ohio),~~ dated May 21, 2015, as amended, and pay related transaction costs associated with the 2016 Term Loan Agreement. The line of credit agreement with Home Savings Bank was terminated in conjunction with the repayment. Remaining proceeds of $2.9 million under the 2016 Term Loan Agreement were deposited in a project fund account to fund ~~future~~ costs of renovating and expanding The ~~Avalon Inn.~~Grand Resort. At September 30, 2019 the project fund proceeds related to the 2016 Term Loan Agreement were fully utilized. At December 31, 2018, the remaining project fund proceeds of approximately $0.5 million are presented in the Condensed Consolidated Balance Sheets as “Restricted cash.” On December 4, 2017 the 2016 Term Loan Agreement was amended to restate the definition of “Total Fixed Charges” utilized in the calculation of the “Fixed Charge Coverage Ratio.”

Outstanding borrowings under the Commercial Demand Line of Credit bear interest at Prime Rate plus 0.50%. At September 30, 2019, the interest rate on the Commercial Demand Line of Credit was 5.50%.

At September 30, 2019, $575,000 was outstanding under the Line of Credit Agreement. No amounts were drawn under the Line of Credit Agreement at ~~September 30, 2017 and~~ December 31, ~~2016.~~

During the three ~~and~~ ~~nine months~~month periods ended September 30, ~~2017,~~2019 and 2018, the weighted average interest rate on outstanding borrowings was 5.53% and 5.35%., respectively. During the ~~three and~~ nine ~~months~~month periods ended September 30, ~~2016,~~2019 and 2018, the weighted average interest rate on outstanding borrowings was ~~3.75%.~~5.48% and 5.35%, respectively.

At September 30, ~~2017,~~2019 and December 31, 2018, there was a working capital deficit of ~~$0.3~~approximately $3.0 million and $0.7 million, respectively. Working capital was primarily negatively impacted by an increase in deferred membership dues revenue, an increase in the current portion of obligations under operating leases and long-term debt obligations and a decrease in accounts receivable.

Accounts receivable decreased to $11.0 million at September 30, 2019 compared with ~~working capital of $0.2~~$12.2 million at December 31, ~~2016. Working capital was negatively impacted primarily by a decrease in cash and cash equivalents and accounts receivable and an increase in deferred revenues related to membership dues.~~2018. This decrease ~~in working capital~~ was ~~partially offset by~~due to a decrease in accounts ~~payable.~~

~~Accounts~~ receivable de~~creased to $10.8 million at September 30, 2017 compared with $11.3 million at December 31, 2016. The decrease was primarily the result of decreased sales~~ related to the waste management services segment as a result of the timing of receipt of receivables and, to a lesser extent, a decrease in sales in the third quarter of ~~2017~~2019 compared with the fourth quarter of 2016 and the timing of receipt on those associated receivables. Net operating revenues related to the waste management segment were $10.8 million in the third quarter of 2017 compared with $11.7 million in the fourth quarter of 2016. The2018. This decrease ~~in accounts receivable noted above~~ was partially offset by an increase in accounts receivable related to ~~The Avalon Golf~~the golf and ~~Country Club attributable to~~related operations segment as a result of the timing of annual membership ~~renewals and an increase in membership rates.~~renewals.

Accounts payable ~~decreased to $8.2~~was $10.5 million at both September 30, ~~2017 compared with $9.4 million at~~2019 and December 31, ~~2016.~~2018. The ~~decrease~~increase in accounts payable ~~is primarily~~related to the golf and related operations due to unpaid construction bills associated with the expansion of The Grand Resort was offset by a decrease in ~~the~~ amounts due to disposal facilities and transportation carriers of the waste ~~brokerage and~~ management services ~~business~~ associated with the decrease in the net operating revenues in the third quarter of ~~2017~~2019 compared ~~with~~to the fourth quarter of ~~2016~~2018 and the associated timing of those vendor payments in the ordinary course of business.

Deferred revenue relating to ~~$1.0~~membership dues was approximately $3.9 million at September 30, ~~2017~~2019 compared ~~with $0.7~~to $2.9 million at December 31, ~~2016.~~2018. The increase ~~of $0.3 million was primarily the result of the timing of payment of certain accrued bonuses.~~

~~The increase~~ in deferred revenues ~~at September 30, 2017 compared with December 31, 2016 is a result of an increase in membership dues rates and~~was primarily due to the associated timing of annual membership ~~renewals. During the third quarter~~renewals and, to a lesser extent, an increase in members during 2019. The number of 2016, annual membership dues rates were increased. Revenues related to annual membership dues are recognized proportionately over the membership term. Deferred revenues related to membership dues increased to $3.3 millionmembers at September 30, ~~2017~~2019 was 4,979 compared ~~with $2.7 million~~to 4,606 at December 31, ~~2016.~~2018.

Management believes that anticipated cash provided from future operations, will be, for the foreseeable future, sufficient to meet operating requirements and make required monthly payments under our term loan ~~facility.~~and commercial mortgage facilities. If business conditions warrant additional monies needed to fund capital expenditure programs, Avalon will take actions such as refinancing or restructuring our current debt agreements, incurring additional indebtedness, issuance of common stock or issuance of a security with characteristics of both debt and equity.

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~~’scustomer’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.

In August 2014, the Company acquired The Grand Resort (formerly The Avalon ~~Inn~~Inn) which was integrated into the golf and related operations segment. The acquisition is consistent with the Company's business strategy in that The ~~Avalon Inn~~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 ~~Avalon Inn.~~Grand Resort. The ~~Avalon Inn~~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 ~~three~~four golf facilities and The ~~Avalon Inn~~Grand Resort will result in additional memberships in the Avalon Golf and Country Club.

On March 7, 2018, Avalon acquired the Avalon Athletic Club at Boardman which was integrated into the golf and related operations segment. The acquisition and subsequent renovation is consistent with the Company’s athletics and fitness business strategy. Members of the Avalon Golf and Country Clubs have access to the facility and all the tennis, athletic and fitness related activities offered by the Avalon Athletic Club at Boardman. In addition, hotel guests of The Grand Resort can utilize the facility during their stay.

On May 13, 2019, Avalon acquired The Avalon Field Club at New Castle which was integrated into the golf and related operations segment. The acquisition is consistent with the Company’s golf operations business strategy as members of the Avalon Golf and Country Club have access to all the golf and related country club activities offered by The Avalon Field Club at New Castle. In addition, hotel guests of The Grand Resort can utilize the facility during their stay.

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.

~~Avalon~~’sAvalon’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 ~~three~~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~~ ~~third quarter~~ third quarter of 20179 compared with the third quarter of ~~2016~~2018

NetNet operating revenues decreased to ~~approximately $16.3~~$18.0 million in the third quarter of ~~2017~~2019 compared with ~~$19.1~~$18.1 million in the third quarter of ~~2016.~~2018. This decrease was primarily due to a decrease in net operating revenues of the waste management services segment. Net operating revenues of the waste management services segment were ~~$10.8~~$11.6 million in the third quarter of ~~2017~~2019 compared with ~~$13.6~~$12.5 million in the third quarter of ~~2016.~~2018. This decrease was partially offset by an increase in the net operating revenues associated with the golf and related operations segment. Net operating revenues of the golf and related operations segment were approximately ~~$5.5~~$6.4 million in ~~both~~ the third quarter of ~~2017 and 2016.~~2019 compared to $5.6 million in the third quarter of 2018.

Costs of operations related to the waste management segment decreased to ~~$8.8~~$9.2 million in the third quarter of ~~2017~~2019 compared with ~~$11.3~~$9.9 million in the third quarter of ~~2016.~~2018. The decrease in the cost of operations between periods for the waste management segment iswas primarily due to the decreased net operating revenues ~~between periods~~ as these costs vary directly with the associated ~~net operating~~ revenues. Cost of operations ~~for~~related to the golf and related operations segment ~~decreased~~increased to ~~$4.1~~$5.4 million in the third quarter of ~~2017~~2019 compared ~~with $4.2~~to $4.3 million in the third quarter of ~~2017.~~2018. The ~~decrease~~increase was ~~primarily~~ a result of ~~lower~~operating costs associated with The Avalon Field Club at New Castle, which was acquired on May 13, 2019, higher employee related ~~costs.~~costs, and to a lesser extent, an increase in golf course maintenance and repair costs and food costs due to the associated increase in food revenue and overall increase in the product cost.

Depreciation and amortization expense was approximately ~~$0.7~~$0.6 million in ~~both~~ the third quarter of ~~2017~~2019 compared to $0.7 million in the third quarter of 2018. The decrease is due to the lower depreciable asset base mainly due to the impairment of the property and ~~2016.~~equipment in the fourth quarter of 2018 related to the Company’s salt water injection wells.

Consolidated selling, general and administrative expenses were ~~$2.2~~approximately $2.4 million in the third quarter of ~~2017~~2019 compared ~~with $2.1~~to $2.3 million in the third quarter of ~~2016.~~2018. The increase ~~in selling, general and administrative costs~~ was ~~primarily~~ due to increased ~~legal~~employee related costs ~~incurred relating to Avalon’s appeal~~ and ~~mandamus processes associated with~~ the ~~Company’s salt water injection wells further described below.~~accumulated net increase in various corporate administrative expenses.

Interest expense was approximately $0.2 million in both the third quarter of ~~2017 compared with $0.1 million in~~2019 and 2018. During the ~~third quarter of 2016. The increase in interest expense was due to higher average outstanding borrowings at a higher~~three month periods ended September 30, 2019 and 2018, the weighted average interest rate ~~during the third quarter of 2017 compared with the third quarter of 2016.~~on outstanding borrowings was 5.53% and 5.35%, respectively.

Net income attributable to Avalon Holdings Corporation common shareholders was ~~$0.5~~$0.1 million, or ~~$0.14~~$0.04 per share, in the third quarter of ~~2017~~2019 compared with net income attributable to Avalon Holdings Corporation common shareholders of $0.8 million, or ~~$0.21~~$0.22 per share, in the third quarter of ~~2016.~~2018.

Segment performance should be read in conjunction with Note 1113 to the Condensed Consolidated Financial Statements.

The net operating revenues of the ~~wast~~ewaste management services segment decreased ~~approximately 20%~~ to ~~$10.8~~$11.6 million in the third quarter of ~~2017~~2019 compared with ~~$13.6~~$12.5 million in the third quarter of ~~2016.~~2018. 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 decreased to ~~$10.2~~$10.9 million in the third quarter of ~~2017~~2019 from ~~$13.1~~$12.0 million in the third quarter of ~~2016.~~2018. This decrease was primarily due to ~~a decrease of $3.3 million, or a 42% decrease, in~~decreased net operating revenues ~~attributable~~relating to event work ~~relating~~related to multiple projects. 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 revenues related to event work were ~~$4.6~~approximately $4.5 million ~~during~~in the third quarter of ~~2017~~2019 compared with ~~$7.9~~$5.3 million ~~during~~in the third quarter of ~~2016. The decrease noted above was partially offset by an increase in net operating revenues relating to~~2018. In addition, continuous work of the waste disposal brokerage ~~business. Continuous~~business decreased approximately $0.3 million between periods as a result of decreased work ~~of the waste disposal brokerage business increased approximately $0.2 million, or a 4% increase between periods.~~from multiple customers. Net operating revenues related to continuous work were ~~$5.0~~approximately $6.3 million ~~during~~in the third quarter of ~~2017~~2019 compared with ~~$4.8~~$6.6 million ~~during~~in the third quarter of ~~2016. In addition, net~~2018. Net operating revenues related to managerial, consulting and clerical services ~~increased to $0.6~~were approximately $0.1 million ~~during~~in both the third quarter of ~~2017 compared with $0.4 million during the third quarter of 2016.~~2019 and 2018. Net operating revenue relating to managerial, consulting and clerical services, which is performed for one customer, is entirely dependent on that customer’s needs.

The net operating revenues of the captive landfill management operations were approximately ~~$0.6~~$0.7 million in the third quarter of ~~2017~~2019 compared ~~with~~to $0.5 million in the third quarter of ~~2016.~~2018. 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.

~~Due to the~~ ~~temporary suspension~~Operations of the salt water ~~injections~~injection wells ~~there were no operating revenues during the third quarter of 2017 and 2016. As a result of a seismic event~~have been suspended in accordance 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,~~order. Due to ~~immediately suspend all operations of both of Avalon’s saltwater injection 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 also that the saltwater injection wells pose a risk of increasing or creating seismic activity. The two saltwater injection wells are located approximately 112 feet apart. Based on these findings, the Chief ordered the immediate suspension of ~~all operations of~~ the ~~two saltwater injection~~salt water injections wells ~~until the Division could further evaluate the wells.~~

~~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 at the AWMS #2 injection well. To date, the Division has not responded to that plan despite Avalon’s requests 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 stateddescribed below, there were no operating revenues during the ~~hearing that the suspension is only temporary,~~third quarter of 2019 and ~~that he expects that AWMS #2 will be allowed to inject 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 will allow the Chief to more 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 in September 2015 to the Franklin County Court of Common Pleas, but that appeal was dismissed on a filing technicality. Avalon appealed the dismissal to the Ohio 10^th Circuit Court of Appeals, which found the Commission erred in its filing of their decision. Following the Commission’s proper notice, Avalon appealed again to the Franklin County Court of Common Pleas (the “Court”).

~~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 for over 26 months 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 sets conditions for the restarting of AWMS #2 in accordance with the proposed restart plans filed by Avalon with minor revisions. While the Company was making preparations for restarting the well and opening the facility, the Division appealed the Final Decision and Order and filed a Motion to Stay the Court Order on February 22, 2017. The Motion to Stay was granted by the Ohio 10^th Circuit Court of Appeals on March 21, 2017. On September 14, 2017, an appeal hearing was held. The Company is currently awaiting judgment from the court. In the event the suspension order is lifted, Avalon will make preparations for restarting the well and opening the facility in accordance with the restart plans. In the event that the temporary suspension is not lifted by the Ohio 10^th ~~Circuit Court of Appeals, Avalon will continue to appeal until a favorable ruling lifting the temporary suspension is received.~~

~~In addition, on August 26, 2016, Avalon filed a complaint in the 11~~^th Appellate District Court in Trumbull County, Ohio for a Peremptory Writ of Mandamus to compel the Director of the Ohio Department of Natural Resources (“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. There is currently no implemented state-wide policy on induced seismicity and The ODNR has refused to communicate with the Company regarding the status and requirements of any policymaking. The Company believes that the actions, and lack of responsible actions, by ODNR, which were triggered by a seismic event that presented no hazard or risk to any individual or to the environment, 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 September 26, 2016, the ODNR filed a motion to dismiss Avalon’s Writ of Mandamus complaint. The Company intends to vigorously pursue the Complaint and obtain due process and fair compensation. Discovery has been initiated in the case but no hearing date has been set.2018.

Costs of operations related to the waste management segment de~~creased $2.5 million, or 22%,~~decreased to ~~$8.8~~$9.2 million in the third quarter of ~~2017~~2019 compared with ~~$11.3~~$9.9 million in the third quarter of ~~2016.~~2018. The decrease in the cost of operations between periods for the waste management segment iswas primarily due to the decreased net operating revenues ~~between periods~~ as these costs vary directly with the associated ~~net operating~~ revenues.

~~Income before income taxes for the waste management services segme~~nt decreased to $0.6 million in the third quarter of 2017 compared with $1.0 million in the third quarter of 2016. Income before income taxes of the waste brokerage and management services business was approximately $0.8 million in the third quarter of 2017 compared with $1.0 million in the third quarter of 2016. The gross margins associated with continuous work are typically higher than gross margins from event work and managerial, consulting and clerical services, and although total net operating revenues for the waste brokerage and management services business decreased $2.9 million between periods, the higher gross profit generated on the net operating revenues related to continuous work between periods partially offset the lower gross profit generated from the decreased event work net operating revenues between periods. The overall gross margin percentage of the waste brokerage and management services business was approximately ~~18%~~20% in the third quarter of ~~2017~~2019 compared ~~with 16%~~to 21% in the third quarter of ~~2016.~~2018. The decrease in the overall gross margin percentage was attributable to the lower gross profit generated from both continuous and event work projects during the third quarter of 2019.

Income before income taxes for the waste management services segment was approximately $1.1 million in the third quarter of 2019 compared to $1.2 million in the third quarter of 2018. Income before income taxes of the waste brokerage and management services business was approximately $1.0 million in the third quarter of 2019 compared to $1.3 million in the third quarter of 2018. The decreased income before taxes was primarily attributable to the decreased gross margin from the lower net operating revenues related to both continuous and event work during the third quarter of 2019 compared to the third quarter of 2018. Income before income taxes of the captive landfill operations was approximately $0.1 million in both the third quarter of ~~2017~~2019 and ~~2016.~~2018. During the third quarter of ~~2017~~2019 the salt water injection wells incurred a loss before income taxes of less than $0.1 million primarily due to legal and ~~2016,~~professional costs incurred relating to Avalon’s writ of mandamus complaints for the illegal regulatory taking of the Company’s property. During the third quarter of 2018, the salt water injection wells incurred a loss before income taxes of approximately ~~$0.3~~$0.2 million ~~and $0.1 million, respectively. The increased loss in the third quarter of 2017 compared with the third quarter of 2016 was~~primarily due to ~~higher~~depreciation expense recorded on the facility and legal and professional costs incurred relating to Avalon’s appeal of the salt water injection well suspension order and mandamus ~~processes described above.~~process.

Net operating revenues of the golf andand related operations segment were ~~$5.5~~approximately $6.4 million in ~~both~~ the third quarter of ~~2017 and 2016.~~2019 compared to $5.6 million in the third quarter of 2018. Avalon’s golf and related operations segment consists of the operation and management of ~~three~~four golf courses and related country clubs which provide dining and banquet facilities, a hotel which provides lodging and other resort related amenities including dining, banquet and conference facilities, a multipurpose recreation center and a travel agency.

Food, beverage and merchandise sales were approximately ~~$2.3~~$2.6 million in ~~both~~ the third quarter of ~~2017~~2019 compared to $2.3 million in the third quarter of 2018. The increase was primarily due to food and ~~2016.~~ beverage revenue related The Avalon Field Club at New Castle which was acquired on May 13, 2019.

Other netnet operating revenues related to the golf and ~~relations~~related operations were ~~$3.2 million in both the third quarter of 2017 and 2016. The net operating revenues from membership dues increased slightly to $1.3 million during the third quarter of 2017 compared with $1.2~~$3.8 million in the third quarter of ~~2016~~2019 compared to $3.3 million in the third quarter of 2018. Net operating revenues related to room rental was approximately $0.8 million in the third quarter of 2019 compared to $0.7 million in the third quarter of 2018. The increase in net operating revenues related to room rental was due to anhigher occupancy and associated average room rates during the third quarter of 2019 compared to the third quarter of 2018. Membership dues revenue was approximately $1.5 million in the third quarter of 2019 compared to $1.3 million in the third quarter of 2018. The increase in ~~annual~~ membership dues ~~partially offset by a decrease~~revenue is attributable to the increase in ~~the average number of~~ members between periods. The average number of members during the third quarter of ~~2017~~2019 was ~~4,412~~4,999 compared ~~with 4,741~~to 4,446 in ~~the comparable prior period. During~~ the third quarter of ~~2016, annual membership dues rates~~2018. Greens fees and associated cart rentals were ~~increased.~~$1.1 million in the third quarter of 2019 compared to $0.9 million in the third quarter of 2018. The ~~increased rates become effective for existing members on~~increase in greens fees and associated cart rentals was primarily attributable to Avalon Field Club at New Castle. Other revenues consisting of athletic, fitness, travel agency, salon and spa related activities were approximately $0.4 million in both the ~~member’s renewal date.~~third quarter of 2019 and 2018.

Cost of operations for the golf and related operations segment ~~decreased to $4.1~~ was $5.4 million in the third quarter of ~~2017~~2019 compared with ~~$4.2~~$4.3 million in the third quarter of ~~2016.~~2018. Cost of food, beverage and merchandise was approximately ~~$1.0 million in both the third quarter of 2017 and 2016. Cost of operations related to the golf and related operations decreased approximately $0.1 million between periods to $3.1~~$1.2 million in the third quarter of ~~2017~~2019 compared ~~with $3.2~~to $1.0 million in the third quarter of ~~2016.~~2018. The ~~decrease~~increase in costs between periods is attributable to an increase in the associated food revenue primarily related to The Avalon Field Club at New Castle and overall increase in product cost. The cost of food, beverage and merchandise sales was approximately 45% in the third quarter of 2019 compared to 43% in the third quarter of 2018. Golf and related operations operating costs increased to approximately $4.2 million in the third quarter of 2019 compared with $3.3 million in the third quarter of 2018. The increase was primarily a result of ~~lower~~operating costs associated with The Avalon Field Club at New Castle, which was acquired on May 13, 2019, higher employee related costs and, to a lesser extent, golf course maintenance and repair costs.

Income before income taxes for the golf and related operations was approximately ~~$0.7~~$0.1 million in the third quarter of ~~2017~~2019 compared with ~~$0.6~~$0.5 million in the third quarter of ~~2016.~~2018. The change between periods was primarily due to ~~a decrease in~~higher employee related costs, ~~partially offset by increased depreciation expense.~~and to a lesser extent, an increase in golf course maintenance and repair costs and food costs due to the associated increase in food revenue and overall increase in the product cost.

Ge~~neral~~General corporate expenses were $0.8 million in the third quarter of 2019 compared to $0.7 million in the third quarter of 2018. The increase in general corporate expenses were due to higher employee related costs and the accumulated net increase in various corporate administrative expenses.

Interest expense was approximately $0.2 million in both the third quarter of ~~2017~~2019 and ~~2016.~~

~~Interest expense was~~ $0.2 million in the third quarter of 2017 compared with $0.1 million in the third quarter of 2016. The increase in interest expense was due to higher average outstanding borrowings at a higher weighted average interest rate during the third quarter of 2017 compared with the third quarter of the prior year.2018. During the ~~third quarter of 2017~~three month periods ended September 30, 2019 and ~~2016,~~2018, the weighted average interest rate on outstanding borrowings was ~~5.35%~~5.53% and ~~3.75%~~5.35%, respectively.

~~Net~~During the three months ended September 30, 2019 and 2018, net income attributable to Avalon Holdings Corporation common shareholders was ~~$0.5~~$0.1 million ~~in the third quarter of 2017 compared with~~and $0.8 million, ~~in the third quarter of 2016.~~respectively. Avalon recorded a state income tax provision in both the third quarter of ~~2017~~2019 and ~~2016,~~2018, which was related entirely to the waste management and brokerage operations. ~~The effective state tax rate related to the waste management and brokerage operations was approximately 7% for both the third quarter of 2017 and 2016.~~ 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 on the income 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 nine months of 20179 compared with the first nine months of ~~2016~~2018

Net operating revenues ~~decreased~~increased to ~~$41.6~~$51.0 million in the first nine months of ~~2017~~2019 compared with ~~$45.8~~$46.4 million in the first nine months of ~~2016.~~2018. This ~~decrease~~increase was primarily due to ~~a decrease~~an increase in net operating revenues of the waste management services segment. Net operating revenues of the waste management services segment were ~~$27.9~~$35.9 million in the first nine months of ~~2017~~2019 compared with ~~$32.6~~$32.5 million in the first nine months of 2016. The decrease in net operating revenues attributable to the waste management services segment during the first nine months of 2017 compared to the first nine months of 2016 was slightly offset by an increase in revenue attributable to the golf and related operations segment.2018. Net operating revenues of the golf and related operations segment were approximately ~~$13.7~~$15.1 million in the first nine months of ~~2017~~2019 compared ~~with $13.2~~to $13.9 million in the first nine months of ~~2016.~~2018.

Costs of operations related to the waste ma~~nagement~~management segment ~~decreased~~increased to ~~$22.2~~$28.8 million in the first nine months of ~~2017~~2019 compared with ~~$26.9~~$25.6 million in the first nine months of ~~2016.~~2018. The ~~decrease~~increase in the cost of operations between ~~periods~~years for the waste management segment is primarily due to the ~~decreased~~increased net operating revenues ~~between periods~~ as these costs vary directly with the associated ~~net operating~~ revenues. Cost of operations ~~for~~related to the golf and related operations segment increased to $13.0 million in the first nine months of 2019 compared to $11.1 million in the first nine months of ~~2017 compared with $10.7 million in the first nine months of 2016.~~2018. The increase was ~~primarily~~ a result of operating costs associated with The Avalon Field Club at New Castle, which was acquired on May 13, 2019, higher employee related ~~costs.~~costs, and to a lesser extent, an increase in golf course maintenance and repair costs and food costs due to the associated increase in food revenue and overall increase in the product cost.

Depreciation and amortization expense was approximately ~~$2.3 million in first nine months of 2017 compared with $2.1~~$1.8 million in the first nine months of ~~2016.~~2019 compared to $2.2 million in the first nine months of 2018. The ~~increase~~decrease is ~~primarily~~due to the ~~result~~lower depreciable asset base mainly due to the impairment of ~~depreciation expense associated with The Avalon Inn.~~the property and equipment in the fourth quarter of 2018 related to the Company’s salt water injection wells.

Consolidated selling, general and administrative expenses were ~~$6.3~~approximately $7.0 million in the first nine months of ~~2017~~2019 compared ~~with $5.9~~to $6.7 million in the first nine months of ~~2016.~~2018. The increase ~~in selling, general and administrative costs~~ was ~~primarily due~~attributable to ~~increased legal costs incurred relating to Avalon’s appeal and mandamus processes associated with the Company’s salt water injection wells and increased~~higher employee related costs partially offset by lower legal and professional costs.

Interest expense was ~~$0.5~~ ~~million during the first nine months of 2017 compared with $0.3~~approximately $0.6 million in the first nine months of ~~2016.~~2019 compared to $0.5 million in the first nine months of 2018. The increase in interest expense ~~was~~is due to the higher outstanding average ~~outstanding borrowings at~~debt, and to a ~~higher~~lesser extent, an increase in the weighted average interest rate during the first nine months of ~~2017~~2019 compared ~~with~~to the ~~first~~prior period. During the nine ~~months of 2016.~~month periods ended September 30, 2019 and 2018, the weighted average interest rate on outstanding borrowings was 5.48% and 5.35%, respectively.

Net loss attributable to Avalon Holdings ~~Corporation~~Corporation common shareholders was ~~$0.3~~less than $0.1 million, or ~~$0.07~~$0.00 per share, in the first nine months of ~~2017~~2019 compared with net income attributable to Avalon Holdings Corporation common shareholders of ~~$0.3~~approximately $0.7 million, or ~~$0.08~~$0.18 per share, in the first nine months of ~~2016.~~2018.

Segment performance should be read in conjunction with Note 1113 to the Condensed Consolidated Financial Statements.

~~The net operating revenues of the waste management services segment decreased approximately 14% to $27.9 million in the first nine months of 2017 compared with $32.6 million in the first nine months of 2016.~~

The net operating revenues of the waste ~~brokerage and~~management services ~~business decreased~~segment increased to ~~$26.3~~$35.9 million in the first nine months of ~~2017 from $31.1~~2019 compared with $32.5 million in the first nine months of ~~2016.~~2018.

The net operating revenues of the waste disposal brokerage and management services business increased to $33.9 million in the first nine months of 2019 from $30.8 million in the first nine months of 2018. This ~~decrease~~increase was primarily due to ~~a decrease of $5.9 million, or a 37% decrease,~~an increase in net operating revenues ~~attributable~~relating to event work ~~relating~~related to multiple projects. 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 revenues related to event work were ~~$9.9~~approximately $14.2 million ~~during~~in the first nine months of ~~2017~~2019 compared with ~~$15.8~~$11.5 million ~~during~~in the first nine months of ~~2016.~~2018. In addition, ~~net~~continuous work of the waste disposal brokerage business increased approximately $0.6 million between periods as a result of increased work from multiple customers. Net operating revenues related to continuous work were approximately $19.0 million in the first nine months of 2019 compared with $18.4 million in the first nine months of 2018. Net operating revenues related to managerial, consulting and clerical services decreased to ~~$1.1~~approximately $0.7 million ~~during~~in the first nine months of ~~2017~~2019 compared ~~with $1.4~~to $0.9 million ~~during~~in the first nine months of ~~2016.~~2018. Net operating revenue relating to managerial, consulting and clerical services, which is performed for one customer, is entirely dependent on that customer’s needs. The decreases noted above were partially offset by an increase in net operating revenues relating to continuous work of the waste disposal brokerage business. Continuous work of the waste disposal brokerage business increased approximately $1.4 million, or a 10% increase between periods related to increased work from multiple customers. Net operating revenues related to continuous work were $15.3 million during the first nine months of 2017 compared with $13.9 million during the first nine months of 2016.

The net operating revenues of the captive landfill management operations were approximately ~~$1.6~~$2.0 million in the first nine months of ~~2017~~2019 compared ~~with $1.5~~to $1.7 million ~~during~~in the first nine months of ~~2016.~~2018. 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.

Operations of the salt water injection wells have been suspended in accordance with the Chief of the Division of Oil and Gas Resources Management order. Due to the ~~temporary~~ suspension of the salt water injections wells, ~~noted above,~~ there were no operating revenues during the first nine months of ~~2017~~2019 and ~~2016.~~2018.

Costs of operations related to the waste management segment de~~creased $4.7 million, or 17%,~~increased to ~~$22.2~~$28.8 million in the first nine months of ~~2017~~2019 compared with ~~$26.9~~$25.6 million in the first nine months of ~~2016.~~2018. The ~~decrease~~increase in the cost of operations between periods for the waste management segment is primarily due to the ~~decreased~~increased net operating revenues ~~between periods~~ as these costs vary directly with the associated ~~net operating~~ revenues.

~~Income before income taxes for the waste management services segme~~nt decreased to approximately $1.9 million in the first nine months of 2017 compared with $2.0 million in the first nine months of 2016. Income before income taxes of the waste brokerage and management services business was approximately $2.3 million in both the first nine months of 2017 and 2016. The gross margins associated with continuous work are typically higher than gross margins from event work and managerial, consulting and clerical services, and although total net operating revenues for the waste management brokerage and services business decreased $4.8 million between periods, the higher gross profit generated on the increased net operating revenues related to continuous work between periods offset the lower gross profit generated from the decreased event work net operating revenues between periods. The overall gross margin percentage of the waste brokerage and management services business was approximately 20% in the first nine months of ~~2017~~2019 compared ~~with 17%~~to 21% in the first nine months of ~~2016.~~2018. The decrease in the overall gross margin percentage was attributable to the lower gross profit generated from both the continuous and event work projects during the first nine months of 2019.

Income before income taxes for the waste management services segment was approximately $3.3 million in the first nine months of 2019 compared to $2.8 million in the first nine months of 2018. Income before income taxes of the waste brokerage and management services business was approximately $3.1 million in both the first nine months of 2019 and 2018. Although net operating revenues related to waste disposal brokerage and management services increased $3.1 million between periods, the gross margin associated with the continuous and event work projects were lower when compared to the prior period. Income before income taxes of the captive landfill operations was approximately $0.3 million in both the first nine months of ~~2017 compared with $0.2 million in the first nine months of 2016.~~2019 and 2018. During the first nine months of ~~2017,~~2019 the salt water injection wells incurred a loss before income taxes of approximately ~~$0.7~~$0.1 million ~~compared with~~primarily due to legal and professional costs incurred relating to Avalon’s mandamus processes. During the first nine months of 2018, the salt water injection wells incurred a loss before income taxes of ~~$0.5~~approximately $0.6 million ~~in the first nine months of 2016. The increased loss between periods was~~primarily due to depreciation expense recorded on the facility and legal and professional costs incurred relating to Avalon’s appeal and mandamus ~~processes described above.~~processes.

Net operating revenues of the golf and related operations segment ~~increased~~were approximately ~~4% to $13.7~~$15.1 million in the first nine months of ~~2017~~2019 compared ~~with $13.2~~to $13.9 million in the first nine months of ~~2016.~~2018.

Food, beverage and merchandise sales ~~increased to $5.7 million during the first nine months of 2017 compared with $5.6~~were approximately $6.0 million in the first nine months of ~~2016.~~2019 compared to $5.5 million in the first nine months of 2018. The increase was primarily due to food and beverage revenue related to Avalon Field Club at New Castle, which was acquired on May 13, 2019, and, to a lesser extent, an overall increase in food and beverage revenue related to both The ~~Avalon Inn~~Grand Resort and the other clubs between ~~periods was slightly offset by a decrease in food and beverage revenue at the clubs during the first nine months of 2017 compared to the first nine months of 2016.~~periods.

Other netnet operating revenues related to the golf and related operations ~~was $8.0~~were $9.1 million in the first nine months of ~~2017~~2019 compared ~~with $7.6~~to $8.4 million in the first nine months of ~~2016. This increase was primarily attributable to an increase in net operating revenues related to room rental at The Avalon Inn and an increase in annual membership dues.~~2018. Net operating revenues related to room rental was approximately ~~$1.6~~$1.8 million in both the first nine months of 2019 and 2018. Membership dues revenue was approximately $4.2 million in the first nine months of ~~2017~~2019 compared ~~with $1.4~~to $3.9 million in the first nine months of ~~2016.~~2018. The increase in ~~net operating revenues related to room rental was due to higher occupancy and associated average room rates during 2017 compared with the prior period. The net operating revenues from~~ membership dues ~~increased~~revenue is attributable to ~~$3.9 million during~~ the ~~first nine months of 2017 compared with $3.5 million in the first nine months of 2016 due to an~~ increase in ~~annual membership dues and an increase in the average number of~~ members between periods. The average number of members during the first nine months of ~~2017~~2019 was ~~4,604~~4,839 compared ~~with 4,588~~to 4,443 in the ~~comparable~~ prior period. ~~During~~Greens fees and associated cart rentals were $1.8 million in the ~~third quarter~~first nine months of ~~2016, annual membership dues rates were increased.~~2019 compared to $1.5 million in the first nine months of 2018. The ~~increased rates become effective for existing members on the member’s renewal date. The increases noted above were slightly offset by a decrease of approximately $0.2 million~~increase in greens fees and associated cart rentals was primarily attributable to Avalon Field Club at New Castle. Other revenues consisting of athletic, fitness, travel agency, salon and ~~fitness~~spa related ~~revenue.~~activities were approximately $1.3 million in the first nine months of 2019 compared to $1.2 million in the first nine months of 2018. The increase was primarily due to tennis lessons and court rental fees related to the Avalon Athletic Club at Boardman. 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 ~~2017~~2019 and ~~2016.~~2018.

Cost of operations for the golf and related operations segment ~~increased to~~was $13.0 million in the first nine months of 2019 compared with $11.1 million in the first nine months of ~~2017 compared with $10.7 million in the first nine months of 2016.~~2018. Cost of food, beverage and merchandise was approximately ~~$2.5 million in both the first nine months of 2017 and 2016. Cost of operations related to the golf and related operations increased approximately $0.4 million between periods from $8.6~~$2.7 million in the first nine months of ~~2017~~2019 compared ~~with $8.2~~to $2.4 million in the first nine months of ~~2016.~~2018. The increase in food, beverage and merchandise costs between periods is attributable to an increase in food revenue, primarily related to The Avalon Field Club at New Castle, and overall increase in the product cost. The cost of food, beverage and merchandise sales was approximately 45% in the first nine months of 2019 compared to 43% in the first nine months of 2018. Golf and related operations operating costs increased to approximately $10.3 million in the first nine months of 2019 compared with $8.7 million in the first nine months of 2018. The increase was primarily a result of operating costs associated with The Avalon Field Club at New Castle, which was acquired on May 13, 2019, higher employee related costs and, ~~increased use of lawn care~~to a lesser extent, golf course maintenance ~~products for the golf courses.~~and repair costs.

The golf and related operations ~~was $0.3~~recorded a loss before income taxes of $0.4 million in the first nine months of ~~2017~~2019 compared with income before income taxes of $0.5 million in the first nine months of ~~2016.~~2018. The change between periods was primarily due to higher employee related costs, and to a lesser extent, an increase in ~~salaries~~golf course maintenance and ~~other employee related~~repair costs ~~as a result of an~~and food costs due to the associated increase in food revenue and overall increase in the number of employees, increased use of lawn care maintenance products for the golf courses and increased depreciation expense. These increased expenses were partially offset by higher occupancy and associated room rates attributable to The Avalon Inn and an increase in membership dues revenue noted above.product cost.

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.

Ge~~neral~~General corporate expenses were ~~$2.2~~$2.4 million in the first nine months of ~~2017~~2019 compared ~~with $2.1~~to $2.3 million in the first nine months of ~~2016.~~2018. The increase ~~in general corporate expenses is primarily due~~was attributable to higher employee related costs partially offset by lower legal and professional costs.

Interest expense was ~~$0.5~~approximately $0.6 million in the first nine months of ~~2017~~2019 compared ~~with $0.3~~to $0.5 million in the first nine months of ~~2016.~~2018. The increase in interest expense ~~was~~is due to the higher outstanding average ~~outstanding borrowings at~~debt, and to a ~~higher~~lesser extent, an increase in the weighted average interest rate during the first nine months of ~~2017~~2019 compared ~~with the first nine months of~~to the prior ~~year.~~period. During the ~~first~~ nine ~~months of 2017~~month periods ended September 30, 2019 and ~~2016,~~2018, the weighted average interest rate on outstanding borrowings was ~~5.35%~~5.48% and ~~3.75%~~5.35%, respectively.

Net loss attributable to Avalon Holdings ~~Corporation~~Corporation common shareholders was ~~$0.3~~less than $0.1 million in the first nine months of ~~2017~~2019 compared ~~with~~to net income attributable to Avalon Holdings Corporation common shareholders of ~~$0.3~~$0.7 million in the first nine months of ~~2016.~~2018. Avalon recorded a state income tax provision in both the ~~first nine months~~third quarter of ~~2017~~2019 and ~~2016,~~2018, which was related entirely to the waste management and brokerage operations. ~~The effective state tax rate related to the waste management and brokerage operations was approximately 7% for both the first nine months of 2017 and 2016.~~ 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 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.

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.

On December 22, 2017, legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act changes existing U.S. tax law and includes numerous provisions that will affect Avalon, including our income tax accounting, disclosure and tax compliance. The most impactful changes within the Tax Act are those that will reduce the U.S. corporate tax rates, business-related exclusions and deductions and credits. Accounting Standards Codification Topic 740, “Income Taxes,” requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but for which they are able to determine a reasonable estimate, the company must record a provisional amount in the financial statements. Consequently, as of the date of enactment, and during 2018, Avalon valued all deferred tax assets and liabilities at the newly enacted Corporate U.S income tax rate. Avalon has a full valuation allowance on its federal deferred tax assets.

The federal government and numerous state and local governmental bodies are continuing to consider legislation or regulations to either restrict or impede the disposal and/or transportation of waste. A portion of ~~Avalon~~’sAvalon’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.

~~Avalon~~’sAvalon’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 significant portion of ~~Avalon~~’sAvalon’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~~’sAvalon’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.

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~~’swell’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.

On February 21, 2017, the Court issued its Final Decision and Order. The ~~Court~~’sCourt’s Final Decision and Order ~~sets~~set forth conditions for ~~the~~ restarting ofthe AWMS #2 salt water injection well in accordance with the proposed restart plans filed by Avalon with minor revisions. ~~While the Company was making preparations for restarting the well and opening the facility,~~On February 22, 2017, the Division appealed the Final Decision and Order and filed a Motion to Stay the Court ~~Order on February 22, 2017.~~Order. The Motion to Stay was granted by the Ohio 10^th ~~Circuit~~10th District Court of Appeals on March 21, 2017.

In addition, on August 26, 2016, Avalon filed a complaint in the 11^th 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. ~~There is currently no implemented state-wide policy on induced seismicity and The ODNR has refused to communicate with the Company regarding the status and requirements of any policymaking.~~ The Company believes that the actions, and lack of responsible actions, by ~~ODNR, which were triggered by a seismic event that presented no hazard or risk to any individual or to~~ the ~~environment,~~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 ~~September 26, 2016,~~March 18, 2019, Avalon, received notice that the ~~ODNR filed a motion to dismiss Avalon’s Writ~~11^th Appellate District Court in Trumbull County, Ohio issued summary judgment in favor of ~~Mandamus complaint. The Company intends to vigorously pursue~~ the ~~Complaint and obtain due process and fair compensation. Discovery has been initiated~~Ohio Department of Natural Resources in the ~~case but no hearing date has been set.~~

~~At December 31, 2016,~~ ~~in accordance with~~writ of mandamus action that resulted from the ~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35,~~ ~~Property, Plant and Equipment – Overall – Subsequent Measurement~~ ~~(“ASC 360-10-35”), Avalon assessed the recoverability~~suspension order of the ~~carrying values of the~~Company’s salt water injection ~~wells based on the Chief of the Division of Oil and Gas Resources Management’s~~well. The decision to temporarily suspend operations of the wells. Avalon estimated future cash flows directly associated with and which are expected to arise as a direct result of the wells once the temporary suspension is lifted. The assumptions used by management in developing the estimates of future cash flows were based on current market conditions and comparable prior periods while in operation. Based on the estimated undiscounted sum of the future cash flows, the net book value of the property, plant and equipment relatingwas appealed to the ~~wells~~Supreme Court of ~~approximately $4.3 million at December 31, 2016 was recoverable~~Ohio on April 5, 2019. To date, oral arguments in ~~less than the estimated remaining useful life of those assets. There were no changes to this assessment at September 30, 2017~~.that case have not been scheduled.

Management continues to consider whether indicators of impairment are present and tests for recoverability, as necessary, in accordance with ASC 360-10-15. There can be no guarantee that the salt water injection wells will resume operations. If management concludes that the suspension is other than temporary and the carrying amount of the salt water injection wells are not recoverable, Avalon may reco~~rd an impairment charge up to $3.8 million, the carrying value of the salt water injection wells at September 30, 2017.~~

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~~’sAvalon’s future financial performance.

The Avalon Golf and Country Club operates four golf courses and related ~~clubhouses at each of its three facilities.~~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 ~~Avalon Inn~~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 ~~Avalon Inn.~~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 three facilities and The ~~Avalon Inn~~Grand Resort will result in additional memberships in the Avalon Golf and Country Club. The ability to retain current members and attract new members has been an ongoing challenge. Although Avalon was able to increase the number of members of the Avalon Golf and Country Club, as of September 30, ~~2017,~~2019, Avalon has not attained its membership goals. There can be no assurance as to when such goals will be attained and when the golf and related operations will ultimately become profitable. 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.

~~All three of Avalon~~’sAvalon’s golf course operations and The ~~Avalon Inn~~Grand Resort 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.

~~Avalon~~’sAvalon’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.

~~In May 2014, the Financial Accounting Standards Board (“FASB”)~~ ~~issued Accounting Standards Update (“ASU”) 2014-09,~~ ~~Revenue from Contracts with Customers~~ (“ASU 2014-09”). ASU 2014-09 clarifies the principles used to recognize revenue for all entities. ASU 2014-09 provides a unified five-step model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The new standard replaces most of the existing revenue recognition standards in U.S. GAAP. In addition, in March 2016, the FASB issued ASU 2016-08, ~~Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)~~~~, which clarifies how to apply revenue recognition guidance related to whether an entity is a principal or an agent.~~

~~The Company has~~ reviewed the terms and conditions contained its contracts with customers relating to our brokerage and management services and captive landfill management activities for our waste management services segment. The Company is considering the terms and conditions of the contracts and the all-inclusive pricing for the service contained in those contracts in order to determine whether the waste management services provided to the customer meets the criteria to be accounted for under the series guidance. The Company also assessed whether the principal versus agent consideration would change how the Company presents revenue for these contracts. Under the contracts, the Company is primarily responsible for fulfilling the service and controls the service prior to transferring it to the customer. Based on our assessment, the Company is acting as the principal and primary obligor under the contracts, and should recognize revenue in the gross amount of consideration which it expects to be entitled in exchange for the service provided.

~~The Company also reviewed ASU 2014-09 for our golf and related operations segment relating to our annual membership contracts. Based on review of the contract~~s, we expect to recognize membership dues over the membership term. As a practical expedient, the Company applied this guidance to the whole portfolio of annual membership contracts as all contracts have similar characteristics. The Company reasonably expects that the effect on the financial statements of applying this guidance to the portfolio of all membership contracts does not differ from applying this guidance to each individual contract.

~~The Company will adopt the new revenue standard in its first quarter of 2018.~~ The Company expects to finalize our analysis in the fourth quarter. The Company plans to use the modified retrospective approach adoption method and, based on our analysis to date, does not believe there will be a material impact to the Company’s consolidated revenues upon adoption. However, the Company will present expanded disclosure in accordance with the requirements of the standard. The Company is currently evaluating those additional disclosures required as a result of the adoption of this guidance.

~~In November 2015, the FASB issued ASU 2015-17,~~ ~~Balance Sheet Classification of Deferred Taxes~~ (“ASU 2015-17”), which simplifies the presentation of deferred income taxes by eliminating the need for entities to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. This amendment is effective for annual periods beginning after December 15, 2016. During the first quarter of 2017, the Company adopted ASU 2015-17. The adoption of this standard did not have an impact on Avalon’s financial position, results of operations or financial statement disclosures.

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases~~. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Avalon is currently reviewing its agreements for its golf carts, machinery and equipment for the landfill operations, furniture and fixtures for The Avalon Inn and office copiers under operating leases and evaluating the impact the adoption of this guidance will have on its financial position, results of operations, cash flows and related disclosures. Upon adoption, the Company expects that the ROU asset and the lease liability will be recognized in the balance sheets in amounts that will be material.

~~In August 2016, the FASB issued ASU 2016-15,~~~~Classification of Certain Cash Receipts and Cash Payments~~ (“ASU 2016-15”), which is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. ASU 2016-15 also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The standard requires application using a retrospective transition method. The adoption of this standard is not expected to have a material impact on Avalon’s financial position, results of operations or financial statement disclosures.

~~In November 2016, the FASB issued ASU 2016-18,~~ ~~Statement of Cash Flows: Restricted Cash~~ (“ASU 2016-18”), which requires entities to include restricted cash and restricted cash equivalent balances with cash and cash equivalent balances in the statement of cash flows. ASU 2016-18 will be effective January 1, 2018 and will impact the presentation of our statement of cash flows for the remaining loan proceeds deposited into our project fund account that are not utilized in 2017 to fund the renovation and expansion of The Avalon Inn.

Avalon does not have significant exposure to changing interest rates. ~~Based~~

Borrowings under our 2016 Term Loan Agreement bear interest at a fixed rate of 5.35% 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) 5.35% per annum or (b) the sum of the Index Rate on the ~~current debt level~~date two (2) business days prior to the reset date plus 3.95%, provided that the applicable rate shall in no event exceed 7.50% per annum.

Borrowings under the 2019 Term Loan Agreement bear interest at a fixed rate of 6.25% 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) 6.25% per annum or (b) the sum of the Index 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 8.50% per annum.

Borrowings under the Commercial Mortgage bear interest at a fixed rate of 5.50% until June 21, 2023 at which time the interest rate will be reset to a fixed rate equal to the greater of (a) 4.25% per annum or (b) the Prime Rate plus 0.50%.

Outstanding borrowings under our Line of Credit Agreement bear interest at Prime Rate plus .25%. At September 30, 2019, the interest rate on the Line of Credit Agreement was 5.25%. At September 30, 2019, approximately $0.6 million was outstanding under the Line of Credit Agreement.

Outstanding borrowings under the Demand Line of Credit bear interest at Prime Rate plus 0.50%. The interest rate on the Demand Line of Credit was 5.50% at September 30, ~~2017, if market interest rates increased one percent, Avalon’s interest expense would increase approximately $0.1 million annually.~~ 2019. No amounts were outstanding under the Demand Line of Credit at September 30, 2019.

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.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “~~Exchange~~“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 September 30, ~~2017.~~2019. 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 September 30, ~~2017,~~2019, our disclosure controls and procedures were effective at a reasonable assurance level.

There were no changes in our ~~internal~~internal controls over financial reporting during the fiscal quarter ended September 30, ~~2017~~2019 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We implemented internal controls to ensure we adequately evaluated our lease contracts and properly assessed the impact of the new accounting standard on our financial statements to facilitate adoption on January 1, 2019. There were no significant changes to our internal control over financial reporting due to the adoption of the new standard.

Reference is made to “~~Item~~“Item 3. Legal Proceedings” in Avalon’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 for a description of legal proceedings.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Statements of Operations for the Three and Nine ~~Months Ended~~months ended September 30, ~~2017~~2019 and ~~2016~~2018 (Unaudited)	1

Condensed Consolidated Balance Sheets at September 30, ~~2017~~2019 and December 31, ~~2016~~2018 (Unaudited)	2

Condensed Consolidated Statements of Shareholders’ Equity for the Three months ended September 30, 2019 and 2018 (Unaudited)	3

Condensed Consolidated Statement ofof Shareholders’ Equity for the Nine ~~Months Ended~~months ended September 30, ~~2017~~2019 and 2018 (Unaudited)	34

Condensed Consolidated Statements of Cash Flows for the Nine ~~Months Ended~~months ended September 30, ~~2017~~2019 and ~~2016~~2018 (Unaudited)	45

Notes to Condensed Consolidated Financial Statements (Unaudited)	56

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1628

Item 3. Quantitative and Qualitative Disclosures about Market Risk	3041

Item 4. Controls and Procedures	3042


PART II. OTHER INFORMATION

Item 1. Legal Proceedings	3143

Item 2. Changes in Securities and Use of Proceeds	3143

Item 3. Defaults upon Senior Securities	3143

Item 4. Mine Safety Disclosures	3143

Item 5. Other Information	3143

Item 6. Exhibits and Reports on Form 8-K	3143

SIGNATURE	3244

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2019			2018			2019			2018

Net operating revenues:
Waste management services	$	10,831		$	13,593		$	27,934		$	32,625		$	11,572		$	12,557		$	35,908		$	32,525

Food, beverage and merchandise sales		2,326			2,354			5,702			5,605			2,587			2,285			6,027			5,531
Other golf and related operations		3,207			3,186			8,007			7,544			3,859			3,306			9,116			8,313
Total golf and related operations		5,533			5,540			13,709			13,149			6,446			5,591			15,143			13,844

Total net operating revenues		16,364			19,133			41,643			45,774			18,018			18,148			51,051			46,369

Costs and expenses:
Waste management services operating costs		8,792			11,295			22,219			26,901			9,229			9,863			28,773			25,615
Cost of food, beverage and merchandise		970			997			2,484			2,456			1,169			992			2,683			2,391
Golf and related operations operating costs		3,090			3,204			8,646			8,250			4,266			3,337			10,361			8,700
Depreciation and amortization expense		747			714			2,256			2,093			630			732			1,848			2,187
Selling, general and administrative expenses		2,240			2,108			6,305			5,865			2,379			2,297			6,990			6,737
Operating income (loss)		525			815			(267	)		209
Operating income														345			927			396			739

Other income (expense):
Interest expense		(176	)		(94	)		(528	)		(273	)		(222	)		(167	)		(600	)		(512	)
Other income, net		50			57			236			218			41			45			257			218
Income (loss) before income taxes		399			778			(559	)		154
Income before income taxes														164			805			53			445

Provision for income taxes		29			43			81			79			38			52			135			112
Net income (loss)		370			735			(640	)		75			126			753			(82	)		333

Less net loss attributable to non-controlling interest in subsidiary		(177	)		(71	)		(382	)		(244	)		(18	)		(96	)		(67	)		(340	)
Net income (loss) attributable to Avalon Holdings Corporation common shareholders	$	547		$	806		$	(258	)	$	319		$	144		$	849		$	(15	)	$	673

Income (loss) per share attributable to Avalon Holdings Corporation common shareholders:
Basic net income (loss) per share	$	0.14		$	0.21		$	(0.07	)	$	0.08		$	0.04		$	0.22		$	(0.00	)	$	0.18
Diluted net income (loss) per share	$	0.14		$	0.21		$	(0.07	)	$	0.08		$	0.04		$	0.21		$	(0.00	)	$	0.17

Weighted average shares outstanding - basic		3,803			3,803			3,803			3,803			3,875			3,803			3,875			3,803
Weighted average shares outstanding - diluted		3,817			3,893			3,803			3,836			3,893			4,049			3,875			3,895

	September 30,			December 31,			September 30,			December 31,
	2017			2016			2019			2018
Assets
Current Assets:
Cash and cash equivalents	$	1,615		$	2,299		$	1,942		$	1,406
Accounts receivable, less allowance for doubtful accounts of $238 in 2017 and $235 in 2016		10,839			11,349
Accounts receivable, less allowance for doubtful accounts of $273 at September 30, 2019 and $255 at December 31, 2018								10,995			12,197
Unbilled membership dues receivable								853			554
Inventories		925			773			853			820
Prepaid expenses		576			462			766			622
Other current assets		39			35			26			31
Total current assets		13,994			14,918			15,435			15,630

Property and equipment, net		43,575			43,971			48,219			42,534
Leased property under capital leases, net		6,370			6,035
Property and equipment under finance leases, net								5,854			6,068
Operating lease right-of-use assets								1,505			-
Restricted cash		2,826			2,905			-			502
Noncurrent deferred tax asset		8			8			8			8
Other assets, net		65			61			38			27
Total assets	$	66,838		$	67,898		$	71,059		$	64,769

Liabilities and Equity
Current liabilities:
Current portion of obligations under capital leases	$	186		$	112
Current portion of long-term debt		539			517		$	782		$	578
Current portion of obligations under finance leases								250			236
Current portion of obligations under operating leases								528			-
Accounts payable		8,215			9,387			10,530			10,454
Accrued payroll and other compensation		984			684			1,024			872
Accrued income taxes		7			48			106			84
Other accrued taxes		296			448			358			405
Deferred revenues		3,262			2,716
Deferred membership dues revenue								3,854			2,899
Other liabilities and accrued expenses		801			764			987			793
Total current liabilities		14,290			14,676			18,419			16,321

Long-term debt, net of current portion		10,887			11,294			13,058			10,167
Obligations under capital leases, net of current portion		815			452
Line of credit								575			-
Obligations under finance leases, net of current portion								515			688
Obligations under operating leases, net of current portion								977			-
Asset retirement obligation		100			100			100			100

Equity:
Avalon Holdings Corporation Shareholders' Equity:
Class A Common Stock, $.01 par value		32			32			33			33
Class B Common Stock, $.01 par value		6			6			6			6
Paid-in capital		58,963			58,953			59,145			59,141
Accumulated deficit		(20,508	)		(20,250	)		(21,716	)		(21,701	)
Total Avalon Holdings Corporation Shareholders' Equity		38,493			38,741			37,468			37,479
Non-controlling interest in subsidiary		2,253			2,635			(53	)		14
Total equity		40,746			41,376			37,415			37,493
Total liabilities and equity	$	66,838		$	67,898		$	71,059		$	64,769

	For the Nine Months Ended September 30, 2017

														Total Avalon			Non-controlling
	Shares				Common Stock				Paid-in		Accumulated			Shareholders'			Interest in
	Class A		Class B		Class A		Class B		Capital		Deficit			Equity			Subsidiary			Total

Balance at January 1, 2017		3,191		612	$	32	$	6	$	58,953	$	(20,250	)	$	38,741		$	2,635		$	41,376

Stock options - compensation costs		-		-		-		-		10		-			10			-			10

Net loss		-		-		-		-		-		(258	)		(258	)		(382	)		(640	)

Balance at September 30, 2017		3,191		612	$	32	$	6	$	58,963	$	(20,508	)	$	38,493		$	2,253		$	40,746

	For the Three Months Ended September 30, 2019

														Total
	Common Stock													Avalon		Non-controlling
	Shares				Amount				Paid-in		Accumulated			Shareholders'		Interest in
	Class A		Class B		Class A		Class B		Capital		Deficit			Equity		Subsidiary			Total

Balance at July 1, 2019		3,263,647		611,784	$	33	$	6	$	59,144	$	(21,860	)	$	37,323	$	(35	)	$	37,288

Stock options - compensation costs		-		-		-		-		1		-			1		-			1

Net income (loss)		-		-		-		-		-		144			144		(18	)		126

Balance at September 30, 2019		3,263,647		611,784	$	33	$	6	$	59,145	$	(21,716	)	$	37,468	$	(53	)	$	37,415

	Nine Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2019			2018

Operating activities:
Cash flows from operating activities:
Net income (loss)	$	(640	)	$	75		$	(82	)	$	333
Reconciliation of net income (loss) to cash provided by operating activities:
Depreciation and amortization expense		2,256			2,093			1,848			2,187
Amortization of debt issuance costs		16			10			25			22
Compensation costs - stock options		10			22			4			5
Deferred rental income		(50	)		(66	)
Provision for losses on accounts receivable		17			30			27			34
Change in operating assets and liabilities:
Gain from disposal of vehicle								(45	)		(17	)
Change in operating assets and liabilities, net of effect of acquisition
Accounts receivable		493			(4,188	)		1,175			(1,462	)
Unbilled membership dues receivable								(299	)		(194	)
Inventories		(152	)		(33	)		(33	)		(31	)
Prepaid expenses		(114	)		(91	)		(124	)		(49	)
Refundable income taxes		-			33
Other assets		(4	)		6			(6	)		(4	)
Accounts payable		(1,237	)		2,091			(667	)		1,338
Accrued payroll and other compensation		300			127			152			281
Accrued income taxes		(41	)		21			22			30
Other accrued taxes		(152	)		(4	)		(47	)		(45	)
Deferred revenues		546			872
Deferred membership dues revenue								955			613
Other liabilities and accrued expenses		87			228			194			103
Net cash provided by operating activities		1,335			1,226			3,099			3,144

Investing activities:
Cash flows from investing activities:
Capital expenditures		(1,464	)		(2,408	)		(5,689	)		(2,012	)
Cash released from restriction		79			-
Acquisition of Boardman Tennis Center property								-			(1,269	)
Payments related to acquisition of New Castle Country Club property								(90	)		-
Proceeds from disposal of vehicle								45			17
Net cash used in investing activities		(1,385	)		(2,408	)		(5,734	)		(3,264	)

Financing activities:
Borrowings under line of credit facilities		-			1,025
Cash flows from financing activities:
Proceeds under term loan facility								3,000			-
Payments of debt issuance costs		(42	)		(5	)		(47	)		(5	)
Principal payments on term loan facility		(399	)		-
Principal payments on capital lease obligations		(193	)		(48	)
Principal payments on term loan facilities								(533	)		(422	)
Borrowings under line of credit facility								575			-
Repayment under line of credit facility								(134	)		-
Principal payments on finance lease obligations								(192	)		(178	)
Net cash provided by (used in) financing activities		(634	)		972			2,669			(605	)

Decrease in cash and cash equivalents		(684	)		(210	)
Cash and cash equivalents at beginning of period		2,299			1,814
Cash and cash equivalents at end of period	$	1,615		$	1,604
Increase (decrease) in cash, cash equivalents and restricted cash								34			(725	)
Cash, cash equivalents and restricted cash at beginning of period								1,908			3,851
Cash, cash equivalents and restricted cash at end of period							$	1,942		$	3,126

Supplemental disclosure of cash flow information:

Significant non-cash operating and investing activities:
Capital expenditures included in accounts payable	$	97		$	95		$	743		$	585
Significant non-cash investing and financing activities:
Capital lease obligations incurred	$	630		$	68
Operating lease right-of-use assets in exchange for lease obligaitons							$	1,807		$	-
Finance lease obligations incurred							$	33		$	77
Acquisition of New Castle Country Club real property in exchange for the assumption of outstanding debt							$	787		$	-

Cash paid during the period for interest	$	512		$	263		$	556		$	490
Cash paid during the period for income taxes	$	122		$	25		$	113		$	82

	(a)	Exhibits

		Exhibit 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

		Exhibit 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

		Exhibit 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

		Exhibit 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

		Exhibit 101.INS^*XBRL Instance

		Exhibit 101.SCH^* XBRL Taxonomy Extension Schema

		Exhibit 101.CAL^* XBRL Taxonomy Extension Calculation

		Exhibit 101.DEF^* XBRL Taxonomy Extension Definition

		Exhibit 101.LAB^* XBRL Taxonomy Extension Labels

		Exhibit 101.PRE^* XBRL Taxonomy Extension Presentation

		XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes ~~of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.~~

	(b)	Reports on Form 8-K

		None

			AVALON HOLDINGS CORPORATION
			(Registrant)


Date:	November 13, 2019		By:	/s/ Bryan P. Saksa
			Bryan P. Saksa, Chief Financial Officer and

~~Date:November 9, 201~~7	~~By:~~	~~/s/~~ ~~Bryan P. Saksa~~
	~~Bryan P. Saksa, Chief Financial Officer and~~
	Treasurer (Principal Financial and Accounting

	Officer and Duly Authorized Officer)