2016

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549



FORM 10-K/A

(Amendment No. 1)



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



For the fiscal year ended December 31, 2016



[ ] 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                  |  | Name of Each Exchange on Which Registered
|------------------------------------ |  | -----------------------------------------
|Class A Common Stock, $.01 par value |  | NYSE Amex                                



Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No X



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes No X



Indicate by 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 XNo ___



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]



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



|Large accelerated filer | ☐ |  | Accelerated filer                             | ☐
|----------------------- | - |  | --------------------------------------------- | -
|Non-accelerated filer   | ☐ |  | (Do not check if a smaller reporting company)
|                        |   |  | 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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes NoX



The aggregate market value of Class A Common Stock held by non-affiliates of the registrant on March 3, 2017 was $8.7 million. Assuming that the market value of Avalon Holdings Corporation’s Class B Common Stock was the same as its Class A Common Stock by reason of its one-to-one conversion rights, the market value of Class B Common Stock held by non-affiliates of the registrant on March 3, 2017 was approximately $3,200. The registrant had 3,191,100 shares of its Class A Common Stock and 612,231 shares of its Class B Common Stock outstanding as of March 3, 2017.



Documents Incorporated by Reference



|1. | Portions of the Avalon Holdings Corporation Annual Report to Shareholders for the year ended December 31, 2016 (Parts I and II of Form 10-K).              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Portions of the Avalon Holdings Corporation Proxy Statement for the 2017 Annual Meeting of Shareholders are incorporated by reference herein into Part III.



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AVALON HOLDINGS CORPORATION AND SUBSIDIARIES



Amendment No. 1 to Form 10-K

Year Ended December 31, 2016



Explanatory Note



The sole purpose of this Amendment No 1 (this “Amendment”) to Avalon Holdings Corporation (“Avalon” or the “Company”) Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 16, 2017, is to revise Item 9A. Controls and Procedures of our filing to provide management’s conclusion as to whether disclosure controls and procedures were effective as of December 31, 2016.



Except for the item described above, none of the information contained in the original filing of Form 10-K has been updated, modified or revised. This Amendment also contains currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2. No attempt has been made in this Amendment No. 1 to modify or update any other information presented in the Form 10-K as previously filed, nor does this Amendment No. 1 reflect events occurring after the filing of the original Form 10-K or modify disclosures that may be affected by subsequent events.








AVALON HOLDINGS CORPORATION AND SUBSIDIARIES





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As used in this report, the terms “Avalon,” “Company,” and “Registrant” mean 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.



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TABLE OF CONTENTS



Page



|PART II                          |  
|-------------------------------- | -
|                                 |  
|ITEM 9A. Controls and Procedures | 4
|                                 |  
|Signatures                       | 5








PART II





item 9A. controls and procedures



Evaluation of Disclosure Controls and Procedures



As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), Avalon’s management conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by the 2016 Annual Report. 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 December 31, 2016, our disclosure controls and procedures were effective at a reasonable assurance level.



Management's Report on Internal Control Over Financial Reporting



Management’s Annual Report on Internal Control over Financial Reporting is set forth on page 40 of our 2016 Annual Report, which is incorporated herein by reference.



Changes in Internal Control over Financial Reporting



During the fourth fiscal quarter ended December 31, 2016, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.








SIGNATURES







Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K/A be signed on its behalf by the undersigned thereunto duly authorized, on the 31stday of August, 2017.

| |  |                                                       
| |  | ------------------------------------------------------
| |  | AVALON HOLDINGS CORPORATION                           
| |  | (Registrant)                                          
| |  |                                                       
| |  | /s/Bryan P. Saksa                                     
| |  | Bryan P. Saksa - Chief Financial Officer and Treasurer
| |  |                                                       







Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on the 31st day of August, 2017.



|Signatures            | Title                                                       |  |  | 
|--------------------- | ----------------------------------------------------------- |  |  | 
|                      |                                                             |  |  | 
|/s/ Ronald E. Klingle | Chairman of the Board, Chief Executive Officer and Director |  |  | 
|Ronald E. Klingle     |                                                             |  |  | 
|                      |                                                             |  |  | 
|/s/ Bryan P. Saksa    | Chief Financial Officer, Treasurer, Secretaryand Director   |  |  | 
|Bryan P. Saksa        |                                                             |  |  | 
|                      |                                                             |  |  | 
|/s/ Kurtis D. Gramley | Director                                                    |  |  | 
|Kurtis D. Gramley     |                                                             |  |  | 
|                      |                                                             |  |  | 
|/s/ Stephen L. Gordon | Director                                                    |  |  | 
|Stephen L. Gordon     |                                                             |  |  | 
|                      |                                                             |  |  | 
|/s/ David G. Bozanich | Director                                                    |  |  | 
|David G. Bozanich     |                                                             |  |  | 








EXHIBIT INDEX





Exhibit



| | 13.1 | 2016 Annual Report to Shareholders
| | ---- | ----------------------------------



| | 21.1 | Subsidiaries of Avalon Holdings Corporation                           
| | ---- | ----------------------------------------------------------------------
| |      |                                                                       
| | 23.1 | Consent of Independent Registered Public Accounting Firm –BDO USA, LLP



| | 31.1 | *Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- | ------------------------------------------------------------------------



| | 31.2 | *Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- | ------------------------------------------------------------------------



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



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



* Filed herewith







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