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LLC 2018
2 AVOCA, L.L.C.
Description of Business
Avoca, L.L.C. owns and manages
approximately 16,000 acres comprising
virtually all of Avoca Island, which is
located about 90 miles west of New
Orleans in St. Mary Parish, Louisiana,
adjacent to and immediately southeast
of Morgan City. The island is rural and
substantially undeveloped except for
exploration and development of its oil
and gas resources.
Total expenses for 2018 decreased $46,823 as compared to 2017 due primarily to decreases
in engineering fees and expenses and attorneys fees and expenses relating to three projects
affecting Avoca Island. Further information regarding expense activity and the three projects
can be found in the Management’s Discussion and Analysis of Financial Condition and Results
of Operations on page 15 of this Annual Report.
As reported in previous Annual Reports, the Company has been actively working toward the
establishment of a bottomland hardwood forest and cypress swamp coastal and non-coastal
wetland mitigation bank on Avoca Island. The approval of a wetland mitigation bank is fully
regulated by the U.S. Army Corps of Engineers (USACE) and is, and has been, a lengthy and
detailed process. The Prospectus outlining the details of the mitigation bank was submitted to
the USACE and other regulatory agencies. In the latter part of 2018 the Company received its
Initial Evaluation Letter from the USACE which recognized the suitability of the Avoca Island
Mitigation Bank to sell credits for losses to aquatic resources authorized by Section 404 and
Coastal Use Permits. The Company is currently in the process of preparing the draft
Mitigation Banking Instrument (MBI) which contains detailed information pertaining to the
ecological features of the mitigation bank, credit values, financial assurance mechanisms, as
well as management and maintenance plans. Once completed, the draft MBI will be submitted
to the USACE and other regulatory agencies for additional review and comments which are
then incorporated into a final MBI.
In light of the net losses in 2016 and 2017 and the anticipated cash requirements to establish
the mitigation bank, the Company made the difficult decision once again not to declare an
annual dividend. We continue to be encouraged, however, with the potential of wetlands
mitigation banking and the impact it may have on the Company as a new source of revenue.
We welcome back Mr. Edwin R. (Rod) Rodriguez, Jr. to the Board of Managers who is com-
pleting the term of Mr. Edward G. Francis who resigned from the board to pursue other
opportunities out of state. Mr. Rodriguez previously served on the Board and we are pleased
to have his professional experience to put to good use on the Company’s behalf.
Sincerely,
4 AVOCA, L.L.C.
Independent Auditors’ Report
To the Board of Managers and
Members of Avoca, L.L.C.
New Orleans, Louisiana
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits in accordance with auditing standards generally accepted in the United States
of America. Those standards require that we plan and perform the audit to obtain reasonable assur-
ance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors’ judgment,
including the assessment of the risks of material misstatement of the financial statements, wheth-
er due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the financial statements in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion.
An audit also includes evaluating the appropriateness of accounting policies used and the reason-
ableness of significant accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects,
the financial position of Avoca, L.L.C. as of December 31, 2018 and 2017, and the results of its
operations, retained earnings, cash flows and comprehensive income for the years then ended in
accordance with accounting principles generally accepted in the United States of America.
Respectfully submitted,
(A Professional Corporation)
AVOCA, L.L.C. 5
Balance Sheets
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 445,517 $ 608,961
Short-term investments in debt securities 755,942 995,303
Accounts receivable 11,410 -
Accrued interest receivable 36,379 37,239
Prepaid expenses 22,322 21,833
TOTAL CURRENT ASSETS 1,271,570 1,663,336
OTHER ASSETS
Long-term investments in debt securities 3,349,750 3,174,847
Long-term investments in equity securities 2,681,097 2,052,885
Deferred tax asset 79,117 124,614
Avoca Drainage Bonds, $415,000, in default —
at nominal amount 1 1
TOTAL OTHER ASSETS 6,109,965 5,352,347
$ 7,414,719 $ 7,056,518
6 AVOCA, L.L.C.
Years Ended December 31
2018 2017
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 48,804 $ 74,550
Income taxes payable 2,514 -
TOTAL CURRENT LIABILITIES 51,318 74,550
COMMITMENTS - -
MEMBERS’ EQUITY
Membership units, no par value—8,305 units
authorized, 8,058 issued and outstanding 94,483 94,483
Retained earnings 7,367,131 6,544,500
Accumulated other comprehensive
income (loss), net of deferred taxes
2018 - ($26,108); 2017 - $91,173 (98,213) 342,985
TOTAL MEMBERS’ EQUITY 7,363,401 6,981,968
$ 7,414,719 $ 7,056,518
AVOCA, L.L.C. 7
Statements of Income (Loss)
Revenue:
Royalties $ 118,398 $ 121,981
Less severance taxes 4,375 3,470
114,023 118,511
Expenses:
Attorneys fees and expenses 68,203 76,226
Auditing fees 25,557 23,729
Board of Managers fees 58,750 50,000
Bookkeeping and clerical services 30,750 29,750
Engineering fees and expenses 255,977 337,658
Insurance 61,054 58,986
Investment management fees 33,556 31,343
Management fees 72,500 91,625
Office and miscellaneous expenses 21,245 20,753
Member servicing expenses 24,328 24,177
Surface management expenses 64,809 18,740
Taxes, other than income taxes 35,160 35,725
751,889 798,712
8 AVOCA, L.L.C
Statements of Changes in Members’ Equity
Accumulated
Membership Comprehensive Retained
Units Income(Loss) Earnings Total
Reclassification adjustment,
net of deferred taxes ($33,005) - (70,138) - (70,138)
Total comprehensive income (loss) - 191,270 (378,746) (187,476)
Reclassification adjustment,
net of deferred taxes ($42,462) - (159,734) - (159,734)
Total comprehensive income (loss) - (441,198) 822,631 381,433
Reclassification adjustment,
net of deferred taxes
2018 - ($42,462); 2017 - ($33,005) (159,734) (70,138)
AVOCA, L.L.C. 9
Statements of Cash Flows
OPERATING ACTIVITIES
Net income (loss) $ 822,631 (378,746)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Depreciation expense 7,651 7,651
Realized gains on securities (202,196) (103,143)
Deferred taxes 162,778 (34,526)
Decrease in investments due to
amortization of premiums and discounts (10,410) (28,586)
Changes in operating assets and liabilities:
Accounts receivable (11,410) 11,500
Accrued interest receivable 860 (2,007)
Prepaid expenses (489) 635
Accounts payable and accrued expenses (25,746) (29,649)
Income taxes 2,514 54,578
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 746,183 (502,293)
INVESTING ACTIVITIES
Purchase of investments in debt securities (1,100,378) (1,102,442)
Maturity of investments in debt securities 1,175,246 1,392,427
Purchase of investments in equity securities (2,654,636) (868,139)
Proceeds from sale of equity securities 1,670,141 1,172,121
10 AVOCA, L.L.C.
Notes to Financial Statements
December 31, 2018 and 2017
General: Avoca, L.L.C. (the Company) owns specific identification. The fair value of the of rights-of-way and similar servitudes. Land
and leases land, located in St. Mary Parish, investments in equity securities at December improvements and building are carried at cost
Louisiana, to unaffiliated parties for oil and 31, 2018 and 2017 were $2,681,097 and and depreciated over their estimated useful lives
gas exploration. Income in the accompanying $2,052,885, respectively. Unrealized losses of 15 to 30 years. Equipment is carried at cost
financial statements includes royalties at December 31, 2018 were $124,321 and and depreciated over estimated useful lives of
received from oil and gas production related unrealized gains at December 31, 2017 were 3 to 5 years.
to these leases in addition to gains and losses $434,158.
on equity securities, interest and dividend Income Taxes: The Company accounts for
income and the leasing of hunting rights. Short-term investments in debt securities income taxes in accordance with Financial
consist of municipal bonds with original Accounting Standar ds Boar d (FASB)
Corporate Action: On December 16, 2015 maturities of greater than three months but Accounting Standards Codification (ASC) No.
the shareholders adopted a Plan of Entity with maturity dates within one year from the 740 “Income Taxes.” Income taxes include
Conversion whereby Avoca, Incorporated, balance sheet date. deferred taxes resulting primarily from federal
a Louisiana corporation, was converted to net operating loss carryforwards and temporary
Avoca, L.L.C., a Louisiana limited liability Long-term investments in debt securities differences due to differences in amortization
company. Avoca, L.L.C. is the surviving entity. consist of corporate and municipal bonds with periods of intangible assets, basis amounts and
Each share of common stock of the former maturities in 2020 through 2027. depreciation periods of property and equipment
Corporation was converted into one unit of for financial reporting purposes and income tax
membership of the LLC. The duration of Management determines the appropriate purposes, including writing off the cost of assets
the Company is perpetual. The personal classification of debt securities at the time of under IRC Section 179 and special depreciation
liability of its members for monetary damages purchase. Debt securities are classified as for Go Zone property in the year acquired.
is limited to the fullest extent allowed by held-to-maturity when the Company has the
Louisiana law. positive intent and ability to hold the securities Use of Estimates: The preparation of financial
to maturity. Held-to-maturity securities are statements in conformity with accounting
Cash Equivalents: Cash equivalents consist stated at amortized cost including accrued principles generally accepted in the United
of investments with a maturity of three interest. At December 31, 2018 and 2017, States of America requires management to
months or less from date of purchase. all short-term investments and long-term make estimates and assumptions that affect the
investments were classified as held-to- amounts reported in the financial statements
The Company periodically maintains cash maturity. Debt securities whose decline in and accompanying notes. Actual results could
balances at a financial institution that exceed fair value is determined to be permanent are differ from those estimates.
federally insured amounts. written down to fair value. The fair value of the
investments in debt securities approximated Fair value of Financial Instruments: The
Investments: The Company has evaluated the carrying value at December 31, 2018 fair value of the Company’s financial assets
its investment policies consistent with and 2017. and liabilities, other than available-for-sale
Financial Accounting Standards Board marketable securities, approximates book value
(FASB) Accounting Standards Codification Proceeds from sales and maturities of at December 31, 2018 and 2017.
(ASC) No. 320 “Investments in Debt and securities for the years ended December
Equity Securities” and determined that its 31, 2018 and 2017 were $2,845,387 and Subsequent Events: We evaluated events
investments in equity securities are to be $2,564,548, respectively. occurring between the end of our year,
classified as available-for-sale. Available-for- December 31, 2018 and January 18, 2019, when
sale securities are carried at fair value based Property and Equipment: Land is carried the fiscal statements were issued.
on quoted market prices of the investment at at cost less amounts received for the sale Continued on next page
December 31, 2018 and 2017. Net realized
gains or losses on equity securities are Investment income (loss) for the years ended December 31, 2018 and 2017 consisted of the following:
included in net earnings. Unrealized gains 2018 2017
or losses are recognized as a component Interest and dividend income $ 121,482 $ 100,345
of other comprehensive income and as a Realized gains on sale of securities 202,196 103,143
separate component of equity. For purposes Unrealized gains (losses) on securities (558,479) 211,048
of determining realized gains and losses,
the cost of the security sold was based on Total $ (234,801) $ 414,536
AVOCA, L.L.C. 11
Notes to Financial
Statements (Continued)
NOTE B—Income Taxes
The deferred tax asset of $79,117 at December
The components of income tax expense (benefit) for the years ended December 31 are as follows: 31, 2018 relates to a federal net operating loss
2018 2017 carryforward, a difference in the accounting and
income tax amortization periods of intangible
Current: assets, and the net change in unrealized loss
Federal $ (11,002) $ - on equity securities available for sale (deferred
State 13,516 - tax asset of $83,214) and a difference between
the accounting and income tax basis and
TOTAL CURRENT 2,514 - depreciation periods of property and equipment
Deferred: (deferred tax liability of $4,097).
Federal 161,243 (34,526)
The deferred tax asset of $124,614 at December
State 1,534 -
31, 2017 relates to a federal net operating
TOTAL DEFERRED 162,777 (34,526) loss carr yfor ward and a difference in the
accounting and income tax amor tization
$ 165,291 $(34,526) periods of intangible assets (deferred tax
asset of $220,634) and a difference between
the accounting and income tax basis and
The 2017 Tax Cuts and Jobs Act reduction in the corporate maximum income tax rate depreciation periods of property and equipment
from 35% to 21% resulted in the Company realizing a reduction to its deferred tax asset of and the net change in unrealized gain on equity
securities available for sale (deferred tax liability
$134,669 at December 31, 2017. of $96,020).
The Company made no income tax payments in 2018 or 2017.
The reconciliations between the federal statutory income tax rate and the Company’s effective income tax rate for the years ended
December 31 are as follows:
2018 2017
Amount Rate Amount Rate
Tax expense based on federal statutory rate $ 207,464 21.0 % (140,512) (34.0)%
Adjustment for change in deferred tax rate - - 134,669 32.6 %
Statutory percentage depletion (18,960) (1.9)% - -
Municipal bond interest (11,234) (1.1)% (21,176) (5.1)%
Dividend received deduction (4,924) (0.5)% (8,150) (2.0)%
State income taxes
(net of federal Income tax deduction) (2,838) (0.3)% - -
Other (4,217) (0.4)% 643 .1 %
On the basis of the federal tax returns filed through December 31, 2018 the Company has the following carry forwards:
Management has reviewed the tax positions taken in filings with the authorities and believes that there would be no resulting adjustment to taxes
paid should these positions be examined. Tax years subject to tax authority review were December 31, 2015 and 2016 and 2017.
12 AVOCA, L.L.C.
Notes to Financial
Statements (Continued)
NOTE C—Major Customers
________________________________ years ended December 31, 2018 and 2017. During 2009, the Company, as Lessee, entered
into a ninety-nine year lease for acreage on
The net royalties received from one inde- Office Investment
pendent oil and gas exploration company Avoca Island adjacent to its property with an
Rent Management
accounted for 100% of total net royalties Paid Fees Paid
entity which is a Variable Interest Entity (VIE)
recorded for the years ended December 31, as defined in Financial Accounting Standards
2018 and 2017. 2018 $8,184 $33,556 Board (FASB) Accounting Standards Codifi-
2017 $8,184 $31,343 cation (ASC) No. 810. The rent for the entire
NOTE D—Major Transaction ninety-nine year term shall be the money
________________________________ NOTE G—Commitments paid by the Company to file and prosecute a
Effective March 28, 2018, the Company ex- __________________________ partition by licitation with the intent that the
ecuted an agreement with a regional power On December 13, 2006 the Board of Direc- Lessor, a limited liability company formed by
company which included the granting of tors of the Company approved retaining two owners of the acreage, will acquire by
a right-of-way servitude across Company $1,500,000 from 2006 net income to be purchase or contribution additional interests
property for the purpose of constructing a used to develop and fund a plan of erosion in acreage not now owned by the Lessor. The
power transmission line. The agreement abatement and control including a levee VIE is managed by the Company. The suit
called for a payment of $1,225,000 to Avoca, repair program. As of December 31, 2018, for partition by licitation, prosecuted by the
L.L.C. which payment included compensa- approximately $56,000 has been spent on VIE, was dismissed by the court in 2013. The
tion for the right-of-way servitude, wetland hydrographic and topographic surveys nec- Company continues to act as manager of the
banking forbearance, and land restoration. essary to develop the engineering design VIE and still continues its position as Lessee
$1,000,000 of the $1,225,000 is refund- and related cost estimates for the program from the VIE on the acreage adjacent to the
able by the Company based upon certain and approximately $56,000 was spent on Company’s property. The VIE has not been
conditions relating to the construction and remedial repair to an eroding breach on consolidated because it would have no effect
completion of the transmission line. Company property. on the reported results of operations and
equity of the Company, nor does the Company
The Company has evaluated the terms of After reviewing the results of the concep- own an equity interest in the VIE.
the agreement consistent with Financial tual design plan and related cost estimates
Accounting Standards Board (FASB) presented by the Company’s engineers, the NOTE H—Fair Value Measurements
Accounting Standards Codification (ASC) No. Board concluded that immediate repairs __________________________
606 “Revenue from Contracts with Customers” were not warranted and the unexpended ASC Section 820, Fair Value Measurements
and determined that it is probable that a funds would continue to be held in reserve and Disclosures, issued by the FASB, estab-
significant reversal in the amount of revenue for future levee erosion control when lishes a framework of measuring fair value.
recognized will not occur and, therefore, needed. That framework provides a fair value hier-
has recognized the full transaction price of archy that prioritizes the inputs to valuation
$1,225,000 as income in the accompanying The Company has a lease with the Avoca techniques used to measure fair value. The hi-
financial statements. Duck Club (the Club), an unrelated entity, erarchy gives the highest priority to unadjust-
to allow the members of the Club use of the ed quoted prices in active markets for identical
NOTE E—Oil and Gas Quantities Produced Company’s land for the purpose of hunting assets or liabilities (Level 1 measurements)
and Average Sales Prices (unaudited) wild game and birds, and for noncom- and the lowest priority to unobservable inputs
________________________________ mercial fishing. The term of the lease (Level 3 measurements). The three levels of
The following table reflects the Company’s commenced June 1, 1994 for a period of ten the fair value hierarchy under ASC Section 820
share of the oil and gas volumes produced and years with the Club having two ten-year op- are described below:
average sales prices from leases held under tions to extend the lease. In 2003, the Club
production for the years ended December 31, exercised the first ten-year option to extend Level 1 - Inputs to the valuation methodology
2018 and 2017 the lease to June 1, 2014 and in March 2014 are unadjusted quoted prices for identical
exercised the second ten-year option to assets or liabilities in active markets that the
Oil Gas extend the lease to June 1, 2024. Company has the ability to access.
(BBLs) (MCFs)
If the Company elects to exercise its Level 2 - Inputs to the valuation methodology
Production include: (1) quoted market prices for similar
unrestricted, unconditional and absolutely
2018 474 28,907 assets or liabilities in active markets; (2)
discretionary right to terminate the lease
2017 546 30,193 quoted prices for identical or similar assets
before the end of its term, the Company
must reimburse the Club for its undepre- or liabilities in inactive markets; (3) inputs
Average Sales Prices other than quoted prices that are observable
ciated cost of the building (excluding the
2018 $ 69.75 $ 2.95 for the asset or liability; and (4) inputs that
Company’s cash contribution), based on
2017 $ 50.89 $ 3.12 are derived principally from or corroborated
straight-line depreciation over 30 years. Un-
der the lease, the Club’s undepreciated cost by observable market data by correlation or
NOTE F – Related Party Transactions
__________________________ of the building will be reduced over time to other means. If the asset or liability has a
The following table summarizes transac- an ultimate reimbursable amount not less specified (contractual) term, the Level 2 input
tions with the Hancock Whitney Bank, a than $80,000. must be observable for substantially the full
major unitholder of the Company, for the Continued on next page
AVOCA, L.L.C. 13
Notes to Financial Statements (Continued)
term of the asset or liability. Debt Securities: methods are appropriate and consistent
Valued at amortized cost including ac- with other markets participants, the use of
Level 3 - Inputs to the valuation methodol- crued interest, which approximates market different methodologies or assumptions to
ogy are unobservable and significant to the value. In the event of a permanent decline determine the fair value of certain financial
fair value measurement. in value securities are written down to fair instruments could result in a different fair
value. value measurement at the reporting date.
The asset’s or liability’s fair value measure-
ment level within the fair value hierarchy The methods described above may produce The following table sets forth by level, within
is based on the lowest level of any input a fair value calculation that may not be the fair value hierarchy, the assets and liabili-
that is significant to the fair value measure- indicative of net realizable value or reflec- ties of the Company for which fair values are
ment. Valuation techniques used need to tive of future fair values. Furthermore, determined on a recurring basis:
maximize the use of observable inputs and while the Company believes its valuation
minimize the use of unobservable inputs.
Investment Assets at Fair Value
The following is a description of the
valuation methodologies used for assets December 31, 2018 Level 1 Level 2 Level 3 Total
measured at fair value. There have been Equity securities $ 2,681,097 $ — $ — $2,681,097
no changes in the methodologies used at
Debt securities — 4,105,692 — 4,105,692
December 31, 2018 and 2017:
$2,681,097 $ 4,105,692 $ — $ 6,786,789
Corporate Equities: December 31, 2017 Level 1 Level 2 Level 3 Total
Valued at the closing price reported on
the active market on which the individual Equity securities $ 2,052,885 $ — $ — $ 2,052,885
securities are traded. Debt securities — 4,170,150 — 4,170,150
$ 2,052,885 $4,170,150 $ — $6,223,035
Transfer Agent
American Stock Transfer Membership unit holders address changes or questions about membership units
& Trust Company, LLC or dividend payments should be directed to the transfer agent at:
6201 15th Avenue (800) 937-5449
Brooklyn, NY 11219 E-mail: help@astfinancial.com
www.astfinancial.com
AVOCA, L.L.C. 15
AS OF
AS OF DECEMBER
DECEMBER 31,
31,2018
2017