UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 5, 2017 (December 4, 2017)
AVALON HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Ohio | 1-14105 | 34-1863889 | ||
| (State or Other Jurisdiction | (Commission File | (IRS Employer | ||
| of Incorporation) | Number) | Identification No.) |
One American Way, Warren, Ohio 44484
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 856-8800
(Former name and address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
ITEM 1.01 Entry into a Material Definitive Agreement
On December 4 , 2017 Avalon Holdings Corporation and certain direct and indirect wholly owned subsidiaries entered into an amendment to its existing Loan and Security Agreement dated December 20, 2016, with Laurel Capital Corporation (the “Lender”).
The amendment restates the definition of “Total Fixed Charges” in Section 1.1 of the Loan and Security Agreement in its entirety to read as follows:
" Total Fixed Charges " means the sum of interest expense, regularly scheduled payments of principal made on long term debt and capitalized lease obligations during the period being measured, and dividends and distributions.
The amendment also amends Section 10.1 of the Loan and Security Agreement by restating the notice addresses for the Lender.
In addition, page 1 of the Loan and Security Agreement was amended by replacing, in the first and second lines of the first paragraph, the words "30 th day of November, 2016" with "20 th day of December, 2016".
The forgoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is filed with this report as Exhibit 10.1 and is incorporated herein by reference.
The other mate rial terms of the Loan and Security Agreement, dated December 20, 2016, with the Lender are described in the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2016, of which is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
| (d) Exhibits | |
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10. 1 |
SIGNATURES
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 hereunto duly authorized.
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AVALON HOLDINGS CORPORATION |
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DATED: December 5, 2017 |
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/s/ Bryan P. Saksa |
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B y: Bryan P. Saksa |
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Chief Financial Officer and Treasurer |
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Exhibit 10.1
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this " Amendment ") is made as of December 4th, 2017 by and among AVALON HOLDINGS CORPORATION , an Ohio corporation (" Avalon Holdings "), AVALON RESORTS AND CLUBS, INC., an Ohio corporation (" Avalon Resorts and Clubs "), AVALON CLUBS, INC., an Ohio corporation (" Avalon Clubs "), AVALON RESORTS, INC., an Ohio corporation (" Avalon Resorts "), AVALON GOLF AND COUNTRY CLUB, INC., an Ohio corporation (" Avalon Golf and CC "), AVALON LAKES GOLF, INC., an Ohio corporation (" Avalon Lakes Golf "), AVALON COUNTRY CLUB AT SHARON, INC., a Pennsylvania corporation (" Avalon CC at Sharon "), AVALON RESORT AND SPA, LLC, an Ohio limited liability company (" Avalon Resort and Spa "), THE HAVANA CIGAR SHOP, INC., an Ohio corporation (" Havana "), AVALON TRAVEL, INC. an Ohio corporation (" Avalon Travel "), and TBG, INC., an Ohio corporation (" TBG " and, together with Avalon Holdings, Avalon Resorts and Clubs, Avalon Clubs, Avalon Golf and CC, Avalon Lakes Golf, Avalon CC at Sharon, Avalon Resort and Spa, Havana and Avalon Travel, the " Borrower s "), and LAUREL CAPITAL CORPORATION, a Pennsylvania business corporation (the " Lender "), and amends the Loan and Security Agreement dated December 20, 2016 among the Borrowers and the Lender (the " Original Loan Agreement " and, together with this Amendment, the " Agreement ". Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Original Agreement.
RECITALS:
A. Pursuant to the Original Agreement, the Lender has made a term loan to the Borrowers in the principal amount of $12,000,000 (the " 2016 Loan ").
B. The 2016 Loan was used by the Borrowers to finance the costs of a project consisting of (i) repaying and retiring the Borrowers' existing secured line of credit from Home Savings and Loan Company of Youngstown, Ohio (the " Existing Line of Credit "), (ii) paying the costs of renovating and expanding the Avalon Inn and Resort facility, and (iii) paying the transaction costs relating to the 2016 Loan.
C . The Borrowers and the Lender wish to amend the Original Agreement as hereinafter set forth.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:
1. Amendment to Section 1.1 of Original Agreement . Section 1.1 of the Original Agreement ("Definitions") is hereby amended by restating the definition of "Total Fixed Charges" in its entirety to read as follows:
" Total Fixed Charges " means the sum of interest expense, regularly scheduled payments of principal made on long term debt and capitalized lease obligations during the period being measured, and dividends and distributions.
2 . Amendment to Section 1 0 .1 of Original Agreement . Section 10.1 of the Original Agreement ("Notices") is hereby amended by restating the notice addresses for the Lender to read as follows:
| To the Lender: | Laurel Capital Corporation | |
| 6600 Brooktree Court, Suite 3000 | ||
| Wexford, PA 15090-0839 | ||
| Attn.: William C. Zopf, Jr. | ||
| With a copy to: | ||
| Eckert Seamans Cherin & Mellott, LLC | ||
| 600 Grant Street, 44 th Floor | ||
| Pittsburgh, PA 15219 | ||
| Attn: Christopher J. Rayl, Esquire" |
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3.
Amendment to Page 1 of Original Agreement
. Page 1 of the Original Agreement is hereby amended by replacing, in the first and second lines of the first paragraph, the words "30th day of November, 2016 " with "20
th
day of December, 2016".
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Confirmation of Original Agreement
. All other provisions of the Original Agreement shall remain in full force and effect except as expressly modified hereby:
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[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, this First Amendment to Loan and Security Agreement has been duly executed and delivered as of the date first written above.
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BORROWERS:
AVALON HOLDINGS CORPORATION
By: /s/ Bryan P. Saksa Name: Bryan P. Saksa Title : Chief Financial Officer and Treasurer |
AVALON CLUBS, INC.
B y: /s/ Bryan P. Saksa Name: Bryan P. Saksa Title : Treasurer |
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AVALON RESORTS, INC.
B y: /s/ Bryan P. Saksa Name: Bryan P. Saksa Title : Treasurer |
AVALON GOLF AND COUNTRY CLUB, INC.
B y: /s/ Bryan P. Saksa Name: Bryan P. Saksa Title : Treasurer |
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AVALON LAKES GOLF, INC.
B y: /s/ Bryan P. Saksa Name: Bryan P. Saksa Title : Treasurer |
AVALON COUNTRY CLUB AT SHARON, INC.
B y: /s/ Bryan P. Saksa Name: Bryan P. Saksa Title : Treasurer |
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AVALON RESORT AND SPA, LLC
B y: /s/ Bryan P. Saksa Name: Bryan P. Saksa Title : Treasurer |
THE HAVANA CIGAR SHOP, INC.
B y: /s/ Bryan P. Saksa Name: Bryan P. Saksa Title : Treasurer |
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AVALON TRAVEL, INC.
B y: /s/ Bryan P. Saksa Name: Bryan P. Saksa Title : Treasurer |
TBG, INC.
B y: /s/ Bryan P. Saksa Name: Bryan P. Saksa Title : Treasurer |
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lender:
LAUREL CAPITAL CORPORATION
By: /s/ William C. Zopf, Jr. Name: William C. Zopf, Jr. Title: Chief Executive Officer |