awx20260331_10q.htm

2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

☐ 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		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’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 file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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,” “smaller reporting company” and “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 3,287,647 shares of its Class A Common Stock and 611,784 shares of its Class B Common Stock outstanding as of May 5, 2026.

AVALON HOLDINGS CORPORATION AND SUBSIDIARIES

INDEX

	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	1

Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025 (Unaudited)	2

Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	3

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	4

Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3. Quantitative and Qualitative Disclosures about Market Risk	32

Item 4. Controls and Procedures	32

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	33

Item 2. Changes in Securities and Use of Proceeds	33

Item 3. Defaults upon Senior Securities	33

Item 4. Mine Safety Disclosures	33

Item 5. Other Information	33

Item 6. Exhibits and Reports on Form 8-K	33

SIGNATURE	34

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AVALON HOLDINGS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share amounts)

	Three Months Ended
	March 31,
	2026			2025

Net operating revenues:
Waste management services	$	11,508		$	9,677
Food, beverage and merchandise sales		2,013			2,024
Other golf and related operations		4,137			4,367
Total golf and related operations		6,150			6,391
Total net operating revenues		17,658			16,068

Costs and expenses:
Waste management services operating costs		8,882			7,582
Cost of food, beverage and merchandise		993			1,012
Golf and related operations operating costs		4,905			5,097
Depreciation and amortization expense		929			970
Selling, general and administrative expenses		2,685			2,558
Operating loss		(736	)		(1,151	)

Other income (expense):
Interest expense, net		(504	)		(510	)
Loss before income taxes		(1,240	)		(1,661	)

Provision for income taxes		41			25
Net loss		(1,281	)		(1,686	)

Less net loss attributable to non-controlling interest in subsidiaries		(46	)		(187	)
Net loss attributable to Avalon Holdings Corporation common shareholders	$	(1,235	)	$	(1,499	)

Loss per share attributable to Avalon Holdings Corporation common shareholders:
Basic net loss per share	$	(0.32	)	$	(0.38	)

Weighted average shares outstanding - basic		3,899			3,899

See accompanying notes to unaudited condensed consolidated financial statements.

AVALON HOLDINGS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except per share amounts)

	March 31,			December 31,
	2026			2025
Assets
Current Assets:
Cash and cash equivalents	$	2,378		$	4,114
Accounts receivable, less allowance for credit losses		11,843			9,819
Unbilled membership dues receivable		707			541
Inventories		1,774			1,555
Prepaid expenses		989			919
Other current assets		15			15
Total current assets		17,706			16,963

Property and equipment, net		53,541			53,982
Property and equipment under finance leases, net		6,352			6,267
Operating lease right-of-use assets		1,390			1,379
Restricted cash		8,501			8,730
Noncurrent deferred tax asset, net		32			32
Other assets, net		27			28
Total assets	$	87,549		$	87,381

Liabilities and Equity
Current liabilities:
Current portion of long-term debt	$	624		$	614
Current portion of obligations under finance leases		384			384
Current portion of obligations under operating leases		367			362
Accounts payable		7,736			7,984
Accrued payroll and other compensation		1,496			1,244
Accrued taxes		644			660
Deferred membership dues revenue		5,126			3,529
Other liabilities and accrued expenses		2,074			2,054
Total current liabilities		18,451			16,831

Long-term debt, net of current portion		27,872			28,032
Line of credit		3,200			3,200
Obligations under finance leases, net of current portion		1,231			1,248
Obligations under operating leases, net of current portion		1,023			1,017
Asset retirement obligation		100			100
Commitments and contingencies (Note 15)

Equity:
Avalon Holdings Corporation Shareholders' Equity:
Class A Common Stock, $.01 par value		33			33
Class B Common Stock, $.01 par value		6			6
Paid-in capital		59,206			59,206
Accumulated deficit		(22,125	)		(20,890	)
Total Avalon Holdings Corporation Shareholders' Equity		37,120			38,355
Non-controlling interest in subsidiaries		(1,448	)		(1,402	)
Total equity		35,672			36,953
Total liabilities and equity	$	87,549		$	87,381

See accompanying notes to unaudited condensed consolidated financial statements.

AVALON HOLDINGS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

(in thousands, except for share data)

	For the Three Months Ended March 31, 2026

														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			Subsidiaries			Total

Balance at January 1, 2026		3,287,647		611,784	$	33	$	6	$	59,206	$	(20,890	)	$	38,355		$	(1,402	)	$	36,953

Net loss		-		-		-		-		-		(1,235	)		(1,235	)		(46	)		(1,281	)

Balance at March 31, 2026		3,287,647		611,784	$	33	$	6	$	59,206	$	(22,125	)	$	37,120		$	(1,448	)	$	35,672

	For the Three Months Ended March 31, 2025

														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 January 1, 2025		3,287,647		611,784	$	33	$	6	$	59,206	$	(21,211	)	$	38,034		$	(982	)	$	37,052

Net loss		-		-		-		-		-		(1,499	)		(1,499	)		(187	)		(1,686	)

Balance at March 31, 2025		3,287,647		611,784	$	33	$	6	$	59,206	$	(22,710	)	$	36,535		$	(1,169	)	$	35,366

See accompanying notes to unaudited condensed consolidated financial statements.

AVALON HOLDINGS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Three Months Ended March 31,
	2026			2025

Cash flows from operating activities:
Net loss	$	(1,281	)	$	(1,686	)
Reconciliation of net loss to cash used in operating activities:
Depreciation and amortization expense		929			970
Amortization of debt issuance costs		15			15
Provision for losses on accounts receivable		53			8
Change in operating assets and liabilities:
Accounts receivable		(2,077	)		(2,771	)
Unbilled membership dues receivable		(166	)		(151	)
Inventories		(219	)		(288	)
Prepaid expenses		(70	)		(104	)
Other assets, net		1			(1	)
Accounts payable		(296	)		1,202
Accrued payroll and other compensation		252			219
Accrued taxes		(16	)		(69	)
Deferred membership dues revenue		1,597			1,610
Other liabilities and accrued expenses		20			64
Net cash used in operating activities		(1,258	)		(982	)

Cash flows from investing activities:
Capital expenditures		(525	)		(390	)
Net cash used in investing activities		(525	)		(390	)

Cash flows from financing activities:
Principal payments on term loan facilities		(165	)		(156	)
Principal payments on finance lease obligations		(17	)		(27	)
Net cash used in financing activities		(182	)		(183	)

Decrease in cash, cash equivalents and restricted cash		(1,965	)		(1,555	)
Cash, cash equivalents and restricted cash at beginning of period		12,844			11,761
Cash, cash equivalents and restricted cash at end of period	$	10,879		$	10,206

Supplemental disclosure of cash flow information:

Significant non-cash operating and investing activities:
Capital expenditures included in accounts payable	$	48		$	101
Significant non-cash investing and financing activities:
Finance lease obligations incurred	$	-		$	163

Cash paid during the period for interest	$	490		$	523
Cash paid during the period for income taxes	$	-		$	4

See accompanying notes to unaudited condensed consolidated financial statements.

AVALON HOLDINGS CORPORATION AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2026

Note 1. Description of Business

Avalon Holdings Corporation (“Avalon” or the “Company”) was formed on April 30, 1998 as a subsidiary of American Waste Services, Inc. (“AWS”). On June 17, 1998, AWS distributed, as a special dividend, all of the outstanding shares of capital stock of Avalon to the holders of AWS common stock on a pro rata and corresponding basis.

Avalon provides waste management services to industrial, commercial, municipal and governmental customers in selected northeastern and midwestern U.S. markets, captive landfill management services and salt water injection well operations. Avalon also owns and operates a hotel and its associated resort amenities, four golf courses and related country clubs and a multipurpose recreation center.

Note 2. Basis of Presentation

The unaudited condensed consolidated financial statements of Avalon and related notes included herein have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted consistent with such rules and regulations. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in Avalon’s 2025 Annual Report to Shareholders.

The unaudited condensed consolidated financial statements include the accounts of Avalon, its wholly owned subsidiaries and those companies in which Avalon has managerial control. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position of Avalon as of March 31, 2026, and the results of its operations and cash flows for the interim periods presented.

The operating results for the interim periods are not necessarily indicative of the results to be expected for the full year.

The condensed consolidated financial statements presented herein reflect our current estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the financial statements and reported amounts of revenues and expenses during the reporting periods presented.

Note 3. Recent Accounting Pronouncements

In November 2024, The FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures to disaggregate costs and expense line items presented on the face of the consolidated statements of operations. These disclosures include: (a) amounts related to purchased inventory, employee compensation, depreciation, amortization, and other significant components of costs and expenses; (b) an explanation of costs and expenses that are not disaggregated quantitatively; and (c) the definition and total amount of selling expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU and has not yet determined its effect on the consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows for a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset in the development of a reasonable and supportable forecast as part of estimating expected credit losses. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company adopted ASU 2025-05 effective January 1, 2026 on a prospective basis.

In December 2025, The FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The standard does not change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements which were determined when the disclosure requirements were initially issued. Instead, its objective is to provide clarity on the current interim reporting requirements by (a) clarifying that the guidance in the ASU applies to all entities that provide interim financial statements and notes in accordance with GAAP; (b) create a comprehensive list in ASC 270 of interim disclosures that are required in interim financial statements and noted in accordance with GAAP; (c) incorporate a disclosure principal, which is modelled after the previous SEC guidance, which required entities to disclose events and changes that occur after the end of the most recent fiscal year that have a material impact on the entity; and (d) improve guidance about the information included in and the format of the interim financial statements. The new ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and entities may apply the ASU either prospectively or retrospectively to any or all prior periods presented in the financial statements.

All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on the Company’s financial position or results of operations.

Note 4. Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents for purposes of the Consolidated Balance Sheets. Avalon maintains its cash balances in various financial institutions. These balances may, at times, exceed federal insured limits. Avalon has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk relating to its cash and cash equivalents.

Cash that is restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in restricted cash on the Consolidated Balance Sheets. Restricted cash consists of loan proceeds deposited into a project fund account to fund future costs of remodeling and expanding Avalon’s Mortgaged property and can also be used to renovate and expand the swimming pool at Squaw Creek in accordance with the provisions of the loan and security agreement and is classified as long-term and in accordance with the provisions of the loan and security agreement (See Note 9).

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows. Cash, cash equivalents and restricted cash consist of the following at March 31, 2026 and December 31, 2025 (in thousands):

	March 31,		December 31,
	2026		2025
Cash and cash equivalents	$	2,378	$	4,114
Restricted cash		8,501		8,730

SEC Form 10-Q filed by Avalon Holdings Corporation