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BRISTOL BAY NATIVE CORPORATION
2014 ANNUAL REPORT
INVESTED
IN YOU
2014 | BBNC ANNUAL REPORT
MISSION Enriching our Native way of life.
VISION To be a corporation that protects the past, present and future of the Natives from Bristol Bay.
VALUES
GOALS
To protect the best interests of our shareholders.
Build the value of the Corporation’s assets and increase its financial strength for the future.
To maintain or grow total dividends paid annually by providing a solvent corporation. To celebrate and preserve the Alaska Native culture and linkage with land that provides the basis of our style of life.
Pay predictable and increasing dividends to BBNC shareholders. Promote improved employment and educational opportunities for BBNC shareholders. Position BBNC so that it will have a major voice in economic development in the region. Endorse a Fish First policy for land and resource management in Bristol Bay.
On the cover: Brianne Anelon of Anchorage at fish camp in Nondalton.
“When we think about investment, we think about the commitment we make to our shareholders—to your culture, education, employment, sustainability, and overall quality of life.”
TABLE OF CONTENTS MESSAGE TO SHAREHOLDERS
3
OUR CULTURE
5
OUR COMMUNITY
9
OUR ECONOMY
13
OUR FUTURE
17
BOARD AND MANAGEMENT
21
FINANCIALS BBNC FINANCIALS
23
MANAGEMENT DISCUSSION AND ANALYSIS
24
INDEPENDENT AUDITORS’ REPORT
32
CONSOLIDATED FINANCIAL STATEMENTS
35
AUDIT COMMITTEE REPORT
55
STATEMENT OF MANAGEMENT RESPONSIBILITY
56
CORPORATE PROFILE
57
OUR TAKE
Dear fellow shareholders, Once again, it’s our great pleasure to share this annual report, which provides a snapshot of Bristol Bay Native Corporation’s past fiscal year. As we reflect on the defining stories of FY14, we noticed a common thread: Investment in our communities has become a calling for us. We’re not talking just about investments for economic return. Any responsible business invests with the goal of turning a profit, and we’re no different. But when we think about investment more broadly, we think about the commitment we make to our shareholders— to your culture, education, employment, sustainability, and overall quality of life. For generations, the people of Bristol Bay have invested in each other, working together to make sure everyone is provided for. We take
“We believe it’s critical to provide opportunities that ensure a sustainable future for every shareholder...”
this tradition very seriously. It was a robust year for BBNC. Our portfolio is perhaps the strongest it’s been, and earnings are at a record high—arguably our most profitable year based on pre-tax earnings. We made big investments in industrial services, including the purchase of Peak Oilfield Service Company last November—BBNC’s largest acquisition ever. You’ll read more about Peak in the pages that follow, but we can’t overstate the benefits for BBNC shareholders. At the time of its acquisition, Peak was already an established oilfield services company with a strong cash flow and a very loyal customer base, which has worked out well for BBNC in terms of diversification and profitability. And with more than 800 full-time employees in Alaska, Peak has helped boost BBNC’s local workforce, including a significant number of shareholder hires.
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Over the past year BBNC has continued to invest in employment, education, and workforce training for shareholders. We believe it’s critical to provide opportunities that ensure a sustainable future for every shareholder, regardless of whether or not they work for BBNC. Later in this report you’ll read the unique story about the BBNC Education Foundation, which in the past year has nearly doubled its endowment, meaning shareholders can continue to pursue educational and training scholarship opportunities and help guide BBNC’s future. You’ll also meet Nathan Hill, participant of the Training Without Walls (TWOW) program and the current Lake and Peninsula Borough Manager. Nathan reminds us how initiatives like TWOW open doors for BBNC shareholders and contribute to the vitality of the Bristol Bay region. At BBNC, we stand by our values and behind our shareholders. And we’ve made great strides in the past few years—doubling the number of shareholder hires and doubling shareholder wages. With more than 60 percent of our shareholders under the age of 40, we’re constantly looking for ways to understand the needs of this younger generation and provide new opportunities for them. Right now, we’re studying descendant enrollment to uncover what BBNC can and should be for our younger members in the future. We’ve also hired a shareholder development manager to help coordinate shareholder hire and outreach efforts, which will help us stay as connected as possible to our shareholders. We like to get out to meet with shareholders in their Bristol Bay communities as much as possible, to hear what people think about BBNC and the work we’re doing. And we hope to see many of you again at some upcoming shareholder meetings. We appreciate your candor and the willingness to share great ideas and unique perspectives. We’re listening. And we’re not afraid to take a stand for you and the things that matter to our region. Thank you for your ongoing support. We’ll continue to invest in our Native way of life throughout the region, the state, and the world.
JOSEPH L. CHYTHLOOK Chairman of the Board
JASON METROKIN President & Chief Executive Officer Left: Jason Metrokin, President & Chief Executive Officer Right: Joseph L. Chythlook, Chairman of the Board
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OUR CULTURE
INVESTED IN OUR
CULTUR
WHEN MOST OF US hear the word invest, we think first and foremost of a financial transaction—investing money in order to gain returns. That, of course, is part of any business. But at BBNC, we define investment a bit differently. We think about the commitments we make to our shareholders. We think about our culture, our history, and our heritage. From the day the Eskimo, Aleut, and the Athabascans began to connect, the Native people of the Bristol Bay region have invested in each other, ensuring that we all prosper and sustain our Native way of life. It’s a commitment our ancestors made long ago, and it’s one BBNC keeps with our shareholders today.
E
“Understanding our heritage and our culture is critical. This understanding unites us. It connects us to the long arc of history, inspiring reverence for those who came before us...” Photo: Danielle Stickman at fish camp in Nondalton.
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OUR CULTURE
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BBNC Annual Report FY14
Understanding our heritage and our culture is critical. This
OUR CULTURE
understanding unites us. It connects us to the long arc of history, inspiring reverence for those who came before us and providing an understanding of how they paved the way for our current
MEET GLADYS EVANOFF, Elder
success. It also brings a sense of humility, instilling a sense of responsibility to the generations yet to come. Our future—as a company and as people—depends on deep and authentic connection to our culture and our community. That’s why BBNC invests not only in our collective economic well-being, but also in educational opportunities and resources for our shareholders and in the preservation of our rich cultural heritage.
For the majority of residents throughout Bristol Bay, subsistence living is a way of life. Elder Gladys Evanoff was born in Iliamna and has called Nondalton home for the past 64 years. Five generations of her family have lived off the land, and she passes down that tradition to her children and grandchildren today. “All of my kids have learned to live off the land,” says Gladys. “It’s very important that we appreciate the animals, land, and water.
Whether it’s tourism in the Bristol Bay region, industrial services throughout Alaska, petroleum distribution in the Pacific Northwest, or government services throughout the United States, every venture we make is a reflection of our traditional values and culture. These investments bring sound financial returns, but
Everything on earth has spirit
they also open the door to new opportunities for shareholders,
and we must respect that for
such as sustainable employment and economic stability. These
generations to come.”
investments enable us to create and maintain vital programs and resources that afford shareholders things such as education or
Above: Laci Evanoff (left), granddaughter of Gladys Evanoff (right).
job training, ensuring a stable future.
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Enriching our Native way of life connect us more deeply to our culture. For example, in 2013 the Lodge hosted the Bristol Bay River Academy, which helps young people become local leaders in salmon stewardship. And one of the greatest rewards of Mission Lodge is that it gives all visitors an authentic Even smaller investments, at least in terms of the larger financial picture, often bring great rewards. Mission Lodge, the fly-out fishing retreat in Bristol Bay, is now in its Top: Naknek, AK.
third season under BBNC’s
Above: Colten Roehl and family
ownership. Last season the
members at their fish camp in King Salmon.
Lodge had one of its best years in its 30-year history—with over 100% occupancy—and this year’s forecast looks even better. Mission Lodge is a Bristol Bay business, which provides local jobs and opens the doors to local tourism. It also helps
glimpse into our Native culture and way of life. They get to experience first hand why we’re so connected to our land and to this region. Our culture defines us. It gives us a unique lens through which we see the world. At BBNC, we’re committed to preserving and promoting this heritage for generations to come.
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OUR COMMUNITY
COM
“Training Without Walls allows us to realize the common challenges and the common strengths we all share in the region...�
INVESTED IN OUR
MUNITY OVER THE PAST FEW years, BBNC’s leadership has worked hard to connect with our shareholder community so we can understand the unique needs and make investments that provide solutions for longterm success. While we still have a long way to go, we’ve been out in our communities, talking with shareholders at meetings every year. We’re listening to the things that are important to you. Your feedback allows us to develop and invest in initiatives such as Training Without Walls and Village Resource Specialists that help shareholders stay connected.
Photo: Nathan Hill, Lake and Peninsula Borough Manager. Naknek, AK.
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OUR COMMUNITY
|
BBNC Annual Report FY14
Training Without Walls (TWOW) is an innovative management-
OUR COMMUNITY
training program for shareholders created by BBNC to mentor and support upwardly mobile shareholders and to refine participants’ managerial skills. Launched 20 years ago, TWOW currently has 68 graduates, including BBNC President & CEO Jason Metrokin. The three-year program was the first of its kind among Alaska Native Corporations and now others are investing in similar programs for their shareholders.
Below: BBNC shareholder Tiarna Bartman-Fischler guiding Mission Lodge guests. Right: Nathan Hill in his office at the Lake and Peninsula Borough.
One unique feature of TWOW is that it deepens the pool of qualified shareholders for leadership positions. The program provides tribal administrators, educators, health care professionals, and people working in government and non-profits the opportunity to lead within their own communities and professions.
Protecting the best interests of our shareholders
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MEET FAITH ANDREW, Village Resource Specialist, New Stuyahok
Nathan Hill, the Lake and
he says, “but TWOW allows
Peninsula Borough Manager,
us to realize the common
is a participant of TWOW. He
challenges and the common
enrolled because he felt he
strengths we all share in the
needed leadership training
region. It brings us together to
outside of anything he had
talk about our challenges and work together to find solutions. It helps us to communicate, to
As a Village Resource Specialist for BBNC, Faith Andrew acts as a liaison between the company and shareholders and helps BBNC stay even more connected to those living in Bristol Bay. Faith is one of four Village Resource Specialists living and working in the region, each managing his or her own sub region of villages.
network, and allows us to pool our strengths.” Nathan also points out that TWOW makes a difference in the lives of shareholders by providing mentorship, resources, and collaboration. “Training Without Walls is building leadership in our region, and building our capacity, which is important if we want our villages and communities to be sustainable in the region. It helps us better manage ourselves, because we done in college and his peers
know better than anyone else
who had gone through the
what we need out here. That’s
program spoke highly of it.
a really positive thing. With this
Nathan liked the idea of a
program, BBNC is investing
training program that was
back into the community and
tailored to the unique concerns
giving people a chance to
of our Alaskan communities.
excel and become part of the
“We’ve got lots of diversity spread over such a large area,”
leadership of our region.”
Faith serves four areas in the region including Koliganek, Ekwok, New Stuyahok, and villages located along the Nushagak River. Her duties change daily based on the needs of each shareholder she meets, from helping a person gain a better understanding of corporate materials to assisting with the burial process of a loved one. Faith is proud to represent BBNC and does whatever she can to help the community, stating, “It’s a real benefit for our shareholders so they know where to find help. We make sure they know what resources are available from BBNC.” Faith also works closely with the other Village Resource Specialists and various community members, often referring shareholders to those who can better help with their particular needs. And as the longest serving Village Resource Specialist, she is used to receiving calls from fellow Specialists asking for her tricks of the trade. “We get updates on who is serving who, so I can assist other Village Resource Specialists if they need it,” says Faith. “Having a BBNC contact in the villages really helps people understand what the Corporation provides.”
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OUR ECONOMY
INVESTED IN OUR
ECONO “We’ve become more and more focused on our pre-tax earnings… it’s part of our investment in a solid financial future for our more than 9,600 shareholders.”
MY
CREATING OPPORTUNITIES FOR ECONOMIC development throughout Alaska is one of the ways BBNC remains committed to our mission. By providing employment we’re able to keep shareholders and their families in the state, contributing to the state’s economy and keeping Alaska vital. Right now, BBNC is focused on ways we can invest more in the Bristol Bay region. We’ve set aside $35 million to explore possible ventures that will create employment opportunities for shareholders throughout Bristol Bay. In the meantime, we’re excited to share some of our recent achievements.
Photo: Peak employee and BBNC shareholder, Chad Poindexter, Kenai Peninsula.
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OUR ECONOMY
OUR ECONOMY
|
BBNC Annual Report FY14
This year, BBNC acquired Peak
reputation for supporting the
Oilfield Service Company, our
responsible development of
largest acquisition to date.
natural resources.
Peak provides construction,
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141
FY13
FY14
Increase in the total number of
maintenance, power, and
The addition of Peak to the
transportation services to the oil
BBNC family is a big step as
and gas industries throughout
we move through our five-
Alaska and in North Dakota.
year strategic plan. When
In Alaska, Peak operates in
we launched the plan, two
three communities. In Prudhoe
important initiatives came to
Bay Peak provides services
define it—diversify our portfolio
such as drilling support, ice
and localize business in Alaska.
road services, and general
BBNC’s management began
civil work to oil companies like
looking at companies that were
ConocoPhillips, BP, Exxon, Eni,
established in their sector,
shareholders employed by BBNC
Brooks Range, and Anadarko.
or its subsidiaries,
Peak’s Cook Inlet office provides construction, drilling support, trucking, and operations and maintenance support. In Valdez, Peak provides tank and pipe cleaning services to area oil companies, and has earned a reputation of conducting one of the safest cleaning systems around. Peak also operates Precision Power, which specializes in
had a strong cash flow, and
the sales, installation, and
would provide the opportunity
maintenance of AC/DC power
to hire shareholders locally.
systems throughout the state.
Peak satisfied those
And Peak’s Civil Technologies
requirements and more.
division provides creative solutions to non-traditional
With more than 800 full-time
construction challenges.
employees, Peak’s local
A leader in safety and
workforce is integral to
environmental performance,
Alaska’s economic vitality and
Peak has established a
significantly boosts BBNC’s
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Maintaining and growing dividends by providing a solvent corporation Above: Chad Poindexter is a BBNC
Management currently employs the most shareholders within BBNC’s companies, with 16% of employees being shareholders, and has set a new standard
shareholder and Peak employee, Kenai Peninsula. Left: BBNC shareholder and Kakivik employee Darcy Yagie with coworkers on the North Slope.
in safety on the North Slope.
had a solid year, significantly
In April of this year, Kakivik’s
boosting BBNC’s portfolio. And
employees surpassed one
despite some challenges in the
million working hours without
construction sector, we had a
an OSHA Recordable (medical
very strong year there as well.
treatment) injury and have been employment base in the state.
recognized by their key client,
All told, this was BBNC’s most
And Peak has already boosted
ConocoPhillips, for two years of
profitable year to date. With
our local shareholder hires.
injury-free performance and a
explosive revenue growth over
Since acquiring Peak, 15 BBNC
2013 Contractor HSE Excellence
the past decade, we’ve become
shareholders have been hired
Award. After a focused effort,
more and more focused on
at the company.
PetroCard, our petroleum
our pre-tax earnings and
distribution subsidiary, is
profitability as we look forward.
Economic achievement and
experiencing increased
It’s part of our investment in
prosperity are critical to BBNC’s
profitability and greater returns
a solid financial future for our
success throughout Alaska
after a year of restructuring.
more than 9,600 shareholders.
and beyond. Kakivik Asset
Our marketable securities
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OUR FUTURE
INVESTED IN OUR
FUTURE
AS THE WORKFORCE BECOMES more specialized and requires additional highly skilled workers, many people miss out on opportunities if they lack the education and training necessary to compete in the job market. Since 1991, the BBNC Education Foundation has opened the door to such opportunities for hundreds of our shareholders by providing scholarship programs that strengthen their ability to obtain employment in fields such as pharmaceuticals, law, engineering, and many others.
“By providing education and employment opportunities, BBNC ensures that the company, region, and shareholders will continue to thrive.� Photo: Casey Sifsof in her office at the University of Alaska Anchorage.
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OUR FUTURE
|
BBNC Annual Report FY14
The Foundation also provides outreach and support for students.
OUR FUTURE
For example, the Foundation recently partnered with BBNC to let their students know about internship and employment opportunities at BBNC and its subsidiaries. The Foundation’s goal is to remain as connected as possible with students so they are aware of all available opportunities. The Foundation also helps
157
students navigate the scholarship application process.
higher and vocational education scholarships awarded this year.
This was an exciting year at the Foundation. The Foundation’s new Executive Director, Greta Goto, was hired in September, taking over for Luanne Pelagio, who retired last fall. Greta brings years of experience in strategic planning, development, grant program and budget management, and advocacy and constituency building. The Foundation also saw a record number of applicants apply to
Protecting our past, present, and future
Above: BBNC shareholder Sarah Smith participated in Bristol’s High
scholarship programs and a
endowment to be used to
record budget for its programs.
support scholarship programs and development of a cultural
School Job Shadow program in 2013. Right: BBNC headquarters
A major highlight of the past
heritage program. The Rio
in Anchorage, AK.
year was the donation by the
Tinto gift has enhanced the
mining company, Rio Tinto, of
Foundation’s financial footing
a portion of its shares of stock
and as a result, presents the
in Northern Dynasty Minerals.
Foundation with the opportunity
The sale of that stock generated
to accelerate its ability to reach
$6.48 million, which will go to
its mission. “Understanding
the Education Foundation’s
who we are and where we
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MEET CASEY SIFSOF, A BBNC Education Foundation Scholarship Recipient Alumna come from, and linking our
program that will allow it to
people to our history and
formally achieve the goal
tradition, is critical to help
of connecting shareholders
promote and preserve who we
with the amazing stories and
are as Native people,” says
beautiful history of the people
Greta Goto. So another key
of Bristol Bay.
initiative of the Foundation is to connect shareholders with
Just as the connection to our
their rich cultural heritage.
past is key to understanding
The Foundation is working in
who we are as a people, we
partnership with BBNC’s land
must also look to the future.
department on a project that
The Education Foundation
links Elders and youth to help
is one of the many ways
younger shareholders learn
BBNC invests in the future
about historical places in the
for generations to come.
Bristol Bay region and link
By providing education and
indigenous names to these
employment opportunities
places. This provides young
BBNC ensures that the
people with historical context
company, region, and
and a deeper understanding
shareholders will continue
and appreciation for the place
to thrive.
they call home. In the coming months, the Foundation will
The real rewards of the
develop a cultural heritage
Foundation’s work come in the stories of individual students. Many outstanding people have received scholarships and training with help from the Foundation, some of them overcoming great challenges and hardship. They are an inspiration. They’re a testament to the resolve and resilience of the community, and they illustrate that the future of BBNC and the region are in good hands.
Throughout the years, hundreds of young shareholders have taken advantage of the services and opportunities available through the BBNC Education Foundation. As a scholarship recipient and 2008 BBNC Student of the Year, Casey Sifsof – a shareholder who grew up in Dillingham – experienced firsthand the benefits of the Foundation. Even now, 5 years since graduating from college, Casey has nothing but praise for the organization. “The Foundation is invested in pursuing all different types of education and empowering shareholders through higher educational or vocational efforts,” says Casey. “They’re trying to help people be sustainable for themselves and improve the quality of life for their family and community by offering a variety of education and job opportunities.” Casey now works at the University of Alaska Anchorage as the Student Success Coordinator in the department of Native Student Services, where she helps many students from rural Alaska with their transition to the university. She hopes to pursue a Master’s Degree in the field of education and will again work with the Education Foundation in supporting those goals. “BBNC has been very supportive. Even when I stop by the office or see someone from the Foundation at a work event, they always ask if I’m going back to school,” she says. “They are big supporters of continuing education.”
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OUR BOARD
OUR MANAGEMENT
22
BBNC BOARD OF DIRECTORS & MANAGEMENT TEAM BOARD PHOTO Back row: Moses Kritz, Robert Clark, Peter Andrew Jr., Everette Anderson, Daniel P. Seybert, Shawn Aspelund, Russell S. Nelson, and H. Robin Samuelsen Jr. Front row: Marie Paul, Melvin C. Brown, Dorothy M. Larson, and Joseph L. Chythlook
MANAGEMENT PHOTO Back row: L. Tiel Smith, Andria Agli, Scott Torrison, Greta L. Goto, April Ferguson, and Rick Baird Front row: Jason Metrokin and Jeffrey Sinz Not pictured: William Gornto
“We stand by our values and behind our shareholders.”
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FINANCIALS
FINANCIALS
FISCAL YEAR 2014 MANAGEMENT DISCUSSION AND ANALYSIS Our Management Discussion and Analysis (MD&A) is designed to provide readers of these financial statements with a narrative from the perspective of management. It addresses Bristol Bay Native Corporation’s (BBNC’s) financial condition, results of operations, liquidity, and certain other factors that may affect future results. The MD&A should be read together with the Consolidated Financial Statements and accompanying Notes included in this Annual Report. Also included are certain management expectations, plans, strategies and projections. All forward looking statements should be considered with the understanding of their inherent uncertainty and that actual results may differ materially from such statements.
OVERVIEW
FINANCIAL CONDITION
BBNC (the Corporation) is an Alaska Native Regional Corporation created pursuant to the Alaska Native Claims Settlement Act of 1971 (ANCSA). Congress enacted ANCSA to resolve longstanding conflicts surrounding aboriginal land claims in Alaska and to stimulate economic development throughout Alaska. The Corporation was incorporated as a for-profit corporation to benefit Alaska Natives with ties to the Bristol Bay region. At March 31, 2014, the Corporation had 9,641 shareholders. ANCSA provided the Corporation with a monetary entitlement from the Federal government of $32.7 million and the right to 3,079,553 acres of Federal lands. At March 31, 2014, stockholder’s equity retained by the Corporation has grown to $330.9 million, and cash distributions to shareholders have exceeded $136.0 million. In addition, BBNC retains ownership of approximately 3,050,000 acres of subsurface and approximately 100,000 acres of surface real estate, which are assigned a zero value for financial reporting purposes.
At March 31, 2014, the Corporation’s assets totaled $629.9 million, an increase from $559.0 million at March 31, 2013. The most significant increase in assets is property, plant, and equipment, increasing from $121.3 million at March 31, 2013, to $231.8 million at March 31, 2014. This increase is primarily attributable to the acquisition of Peak in which as part of the acquisition, the Corporation acquired $112.0 million of property, plant, and equipment. Marketable Securities decreased from $176.8 million at March 31, 2013, to $136.8 million at March 31, 2014, as a portion of the portfolio was liquidated to fund the Corporation’s equity investment in Peak in the amount of $69.0 million. At March 31, 2014, the Corporation’s liabilities totaled $299.0 million, an increase from $262.3 million at March 31, 2013. The increase in liabilities is primarily attributable to long-term debt associated with the funding of the acquisition of Peak, consisting of a $60.0 million note payable to a bank. Stockholders’ equity totaled $330.9 million at March 31, 2014, increasing from $296.7 million at March 31, 2013. The increase in stockholders’ equity is attributable to fiscal year net earnings of $49.2 million less shareholder dividends of $15.0 million.
The Corporation generates earnings primarily through investments in three types of activities: a portfolio of public and private passive investments, natural resources, and actively managed subsidiary operating companies. During 2014, the Corporation’s subsidiary companies operated in the following business lines: ›› Petroleum Distribution ›› Construction ›› Government Services ›› Oilfield and Industrial Services ›› Tourism In November 2013, the Corporation acquired 100% of Peak Oilfield Service Company LLC (Peak). Many of the significant changes from the prior year were the result of the Peak acquisition and are highlighted throughout the MD&A.
RESULTS OF OPERATIONS After federal and state income tax, the Corporation earned $49.2 million in the year ended March 31, 2014, compared to $41.3 million and $70.2 million in 2013 and 2012, respectively. The Corporation’s consolidated revenues totaled $1.8 billion for 2014, $2.0 billion for 2013, and $2.0 billion for 2012. The Corporation’s consolidated earnings before interest, taxes, and noncontrolling interests for 2014 was $84.2 million compared to $71.6 and $69.2 million in 2013 and 2012, respectively. Fiscal year 2014 consolidated earnings before interest, taxes, and noncontrolling interests were the largest in BBNC’s history, fueled by strong performance in nearly all of the Corporation’s historical business lines, plus earnings from the Peak acquisition.
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Financials
|
BBNC Annual Report FY14
PORTFOLIO OF PUBLIC AND PRIVATE PASSIVE INVESTMENTS
$0.6 million, $0.1 million and $0.2 million in 2014, 2013 and 2012, respectively.
The Corporation’s Investment Policy calls for a diversified portfolio of passive investments as follows; 50% equity securities, 5% fixed income securities, 20% real estate and 25% alternative investments. Real estate and alternative investments are often private, non-publicly-traded equity interests. The allocation to each of these four investment classes was developed with the help of the Corporation’s external investment advisor using modern portfolio theory.
In 2014, BBNC received payments of $0.7 million in residual royalty income from the 1985 sale of its interest in Greens Creek Mine. The amount recorded in 2013 included two years of payments, $0.8 million and $0.9 million, for 2013 and 2012, respectively.
The established policy allocation to different investment classes is designed to achieve a target annual return on investment of 8.2% while exposing the Corporation to the lowest level of risk (volatility) possible. At March 31, 2014, the total market value of the portfolio was $158.5 million compared to $190.9 million at March 31, 2013. Portfolio holdings in private, non-publicly traded investments were $21.7 million at March 31, 2014, compared to $14.1 million at March 31, 2013. The Corporation’s portfolio appreciated in value during 2014 by $23.5 million, a return on investment of 14.8%. Despite posting solid returns, the total market value of the portfolio declined during 2014 due to the liquidation of $60 million in portfolio assets used to partially fund the acquisition of Peak Oilfield Service Company. The Corporation’s portfolio returns are benchmarked against a custom index that approximates its investment allocation targets. The portfolio performed just under its target custom benchmark of 16.4% during 2014. The Corporation’s external equity managers produced a combined return of 20.5% compared to the custom benchmark of 22.6%. The Corporation’s fixed income manager produced returns of 0.6% compared to the custom benchmark of -0.1%. Alternative investments produced a combined return of 7.6% compared to a custom benchmark of 16.3%. After deducting investment management costs, the portfolio generated investment realized and unrealized gains and earnings of $23.0 million, $13.0 million and $5.0 million for 2014, 2013 and 2012, respectively.
NATURAL RESOURCE MANAGEMENT Natural resource revenues grew to $8.4 million in 2014, an increase of 29.0% over 2013. They consist primarily of 7(i) revenue sharing receipts from other Alaska Native Regional Corporations. Earnings from the Corporation’s share of NANA Regional Corporation’s and Arctic Slope Regional Corporation’s natural resource earnings increased in 2014. Net of the 50% distribution from BBNC to village corporations and at-large shareholders, the Corporation retained $7.7 million, $6.3 million and $9.6 million from the shared earnings of the Arctic Slope Regional Corporation and NANA Regional Corporation in 2014, 2013 and 2012, respectively. The Corporation also received less significant amounts of shared natural resource revenues from other Alaska Native Regional Corporations. Future 7(i) revenues are expected to fluctuate based on business decisions made by other Alaska Native Regional Corporations and the market prices of the related natural resources. Revenue from the sale of the Corporation’s natural resources is driven largely by resource development and infrastructure improvement activities in the BBNC Region. Revenues from the sale of natural resources have fluctuated in recent years totaling
PETROLEUM DISTRIBUTION The Petroleum Distribution business line consists of one subsidiary company, PetroCard, Inc. PetroCard is based in Kent, Washington and distributes fuel products to commercial customers through facilities located primarily in Washington and Oregon. Petroleum Distribution earned $6.1 million, $6.0 million and $2.1 million before interest and taxes during 2014, 2013 and 2012, respectively. Revenues totaled $1.0 billion in 2014, a decrease of 8.0% compared to 2013 revenues of $1.1 billion primarily due to a decline in sales volume as well as lower average sale prices. The volume of fuel sold during 2014 totaled 284 million gallons, an 8.0% decrease from the 2013 total of 307 million gallons. Earnings have improved in 2014 as the result of specific initiatives to increase profit margins, gain operating expense efficiency and reduce overhead expense. These initiatives included the disposition of the lubricants business unit and outsourcing of PetroCard’s transportation function. The disposition of the lubricants business unit generated over $9.0 million in cash proceeds but resulted in an overall loss on disposition of $2.4 million. The loss was due to a $3.4 million write down of goodwill assigned to the lubricants business unit. The outsourcing of the transportation function and sale of the related assets generated $2.2 million in cash proceeds and produced an overall gain of $1.4 million. PetroCard anticipates a 7.0% revenue decrease and a 7.0% net earnings increase in fiscal year 2015 primarily related to these specific initiatives.
CONSTRUCTION The Corporation’s Construction business line provides services to the federal government, and in some cases participates in contracts offered by the government solely to small businesses. Some of the Corporation’s companies have received Section 8(a) certifications from the U.S. Small Business Administration (SBA) as Disadvantaged Business Enterprises. Section 8(a) certifications allow these subsidiaries to bid on contracts set aside specifically for Section 8(a) certified entities as well as other small business contracts. While the Corporation may take advantage of direct contract opportunities under the Section 8(a) program, government contracting opportunities that are not dependent upon the sole-source provision of Section 8(a) are also pursued. In 2014, the Corporation’s Construction businesses generated 53.0% of its revenue from Section 8(a) sole source contracts, 24.0% from Section 8(a) competitive bid contracts, and 23.0% from non-8(a) full and open bid contracts. A majority of Section 8(a) revenue was generated from the U.S. Department of Defense. The Construction business is comprised of three separately managed company groups: the Bristol Companies, the CCI Companies (excluding CCI Industrial Services) and the SpecPro
26 Environmental Services Companies. Also included within the Construction business line is Bristol Bay Resource Solutions, LLC, an Anchorage based shared service company, that provides administrative services to the entire group. Revenues from Construction totaled $405.0 million in 2014, a decrease of 22.0% from the $518.0 million recorded in 2013. Earnings of $19.7 million (before interest and tax expense) decreased 36.0% from 2013 earnings of $30.7 million. The Bristol Companies provide civil and structural engineering, civil construction, and environmental remediation services. The Bristol Companies' generated revenues of $135.0 million in 2014, a decrease of 35.0% from the $209.0 million recorded in 2013. Losses in 2014 of $6.8 million (before interest and tax expense) were down significantly from the $7.2 million of earnings reported in 2013. The current year losses were primarily attributable to certain unanticipated firm fixed price contract costs in an increasingly competitive, low margin, vertical construction market. The Bristol Companies' management and internal processes have been restructured in order to facilitate the return to profitability in fiscal year 2015. The CCI Companies provide water and sewer line construction, civil engineering, industrial, and nonresidential construction and energy services. The combined CCI Companies generated revenues of $148.0 million in 2014, a decrease of 12.0% from $168.0 million in 2013. During the same period net earnings (before interest and tax expense) of $6.9 million decreased 4.0% from $7.2 million in 2013. The SpecPro Environmental Services (SES) Companies provide construction, environmental services, environmental remediation, civil construction, and fuel services. The SES Companies generated revenues of $116.0 million in 2014, a decrease of 18.0% from the $141.0 million recorded in 2013. Earnings of $15.8 million in 2014 (before interest and tax expense) also decreased, but only 3.7% compared to the $16.4 million reported in 2013. The Corporation’s Construction businesses are influenced by changes in government spending and competitive pressure. Recent uncertainty surrounding government agency budgets and the automatic cuts in spending required under the Budget Control Act of 2011 (i.e. “sequestration”) have reduced the dollar volume of contracts funded by government agencies in the past two fiscal years. Recent legislation has also limited the size thresholds of 8(a) sole source contracts, requiring additional justification and approval for award amounts exceeding these new, lower thresholds. Management forecasts a $19.0 million increase in revenues and an increase in net earnings of $1.7 million for the Construction business line in fiscal year 2015.
GOVERNMENT SERVICES The Corporation’s Government Services business line provides services to the federal government, and in some cases, participates in contracts offered by the government solely to small businesses. Some of the Corporation’s companies have received Section 8(a) certifications from the U.S. Small Business Administration (SBA) as Disadvantaged Business Enterprises. Section 8(a) certifications allow these subsidiaries to bid on contracts set aside specifically for Section 8(a) certified entities
as well as other small business contracts. While the Corporation may take advantage of direct contract opportunities under the Section 8(a) program, government contracting opportunities that are not dependent upon the sole-source provision of Section 8(a) are also pursued. In 2014, the Corporation’s Government Service businesses generated 77.0% of revenue from Section 8(a) sole source contracts, 10.0% of revenue from Section 8(a) competitive bid contracts, and 13.0% of revenue from non-8(a) full and open bid contracts. A majority of Section 8(a) revenue was generated from the United States Department of Defense. The Government Services business line is comprised of four separately managed company groups: the SpecPro Companies, the Eagle Companies, the STS/Glacier Companies, and the Vista Companies. In addition, Bristol Resource Solutions, LLC, based in Huntsville, Alabama, is the administrative shared service company supporting the Government Service business line. The Government Services business line generated revenues of $241.0 million in 2014, a decrease of 15.0% from the $283.0 million recorded in 2013. Earnings of $26.6 million (before interest and tax expense) decreased slightly from the $26.8 million reported in 2013. The SpecPro Companies provide engineering and technical services, information management service, and environmental services. The SpecPro Companies generated revenues of $49.0 million in 2014, a decrease of 26.0% from the $66.0 million recorded in 2013. Net earnings of $5.2 million in 2014 (before interest and tax expense) were down from the $6.2 million reported in 2013. The STS/Glacier Companies provide information technology services, operational testing and evaluation services, range support services, engineering and communication, and electronic support. The STS/Glacier Companies generated revenues of $115.0 million in 2014, a decrease of 8.0% from the $125.0 million recorded in 2013. Earnings of $18.8 million (before interest and tax expense) increased 35.0% over the $13.9 million reported in 2013. The Eagle Companies provide specialized program management and staffing of medical and applied science projects, including quality assurance and metrics, technical management, medical staffing, patient care, space and life science, and biomedical research and development. The Eagle Companies generated revenues of $45.0 million in 2014, consistent with the $45.0 million recorded in 2013. Earnings of $5.1 million (before interest and tax expense) increased 92.0% from the $2.7 million reported in 2013. The Vista Companies provide information management services. The Vista Companies generated revenues of $34.0 million in 2014, a decrease of 28.0% from the $47.0 million recorded in 2013. Earnings of $3.9 million (before interest and tax expense) also decreased 24.0% from the $5.1 million reported in 2013. The Federal Government has moved away from best value contract awards towards lowest price, technically acceptable awards which resulted in reduced revenue and earnings in the current year. In addition, revenue and earnings were down primarily from nonrenewal of certain U.S. Government contracts for work on military installations abroad.
27
Financials
|
BBNC Annual Report FY14
to the Peak acquisition. However, other companies within this business line had organic growth through additional contractual work. Peak, acquired by the Corporation in November 2013, provides specialty services to the oil and gas industry in locations including Prudhoe Bay, Anchorage, Kenai, Valdez, Palmer, and North Dakota. Peak provides a wide variety of services including crane services, rig moving, ice road construction, drilling support, general civil work, construction, trucking, facility operations and maintenance support, tank cleaning, and power systems. Kakivik specializes in nondestructive testing and inspection. CCI Industrial Services provides a diverse array of specialty services to the oil and gas industry. The success of Oilfield and Industrial Services can be attributed to the focus on quality safety programs that customers demand in this industry. In 2015 the Oilfield and Industrial Service business line is expected to see additional growth in overall revenues but expects to see a reduction in net earnings compared with that recorded in 2014.
The Government Services business line experienced a 15% decline in revenue. However, earnings were relatively flat primarily as a result of general and administrative, indirect, and direct cost containment or reductions. The Corporation’s Government Services businesses are heavily influenced by changes in government spending. Recent uncertainty surrounding government agency budgets, as well as automatic cuts in spending required under the Budget Control Act of 2011 have reduced the dollar volume of contracts funded by government agencies, resulting in decreased revenues for the Corporation’s Government Services businesses. In addition, recent legislation has also limited the size thresholds of 8(a) sole source contracts awarded, requiring additional justification and approval for amounts exceeding these thresholds. Management forecasts a $22.0 million decrease in revenues and a decrease in net earnings of $8.8 million for the Government Services line of business in fiscal year 2015.
TOURISM
OILFIELD AND INDUSTRIAL SERVICES
Bristol Bay Mission Lodge generated revenues of $1.9 million in 2014, an increase from the $1.5 million recorded in 2013. Losses were $0.1 million (before interest and tax expense) in both 2014 and 2013. Mission Lodge is an all inclusive seasonal fishing lodge located on Lake Aleknagik near Dillingham in Bristol Bay. Management forecasts a slight decrease in revenue and increase in net earnings for Mission Lodge in fiscal year 2015.
The Oilfield and Industrial Services business line consisting of Peak, Kakivik Asset Management (Kakivik), and CCI Industrial Services, generated combined revenues of $142.0 million in 2014, a significant increase from the $39.0 million recorded in 2013. Combined earnings of $19.4 million (before interest and tax expense) increased from the $3.6 million reported in 2013. Significant increases in revenue and earnings are related
COMBINED FINANCIAL RESULTS FOR REVENUE, EXPENSES, AND EARNINGS The following table displays revenues for the three-year period ended in 2014:
REVENUES (in thousands) FISCAL YEAR 2014 Investment earnings
$
Petroleum distribution
2013
$ CHANGE 2014 /2013
2012
23,450
13,518
5,537
1,011,443
1,097,607
1,173,249
$
% CHANGE
2013 /2012
2014 /2013
2013 /2012
9,932
7,981
73.5%
144.1%
(86,164)
(75,642)
(7.9%)
(6.4%)
Oilfield and industrial services
142,154
39,030
39,360
103,124
(330)
264.2%
(0.8%)
Construction
404,907
517,799
449,868
(112,892)
67,931
(21.8%)
15.1%
Government services
240,823
282,821
287,186
(41,998)
(4,365)
(14.8%)
(1.5%)
Tourism
1,890
1,493
—
397
1,493
26.6%
—
Natural resources
8,396
6,524
9,877
1,872
(3,353)
28.7%
(33.9%)
Other
2,831
2,988
430
(157)
2,558
(5.3%)
594.9%
1,835,894
1,961,780
1,965,507
(125,886)
(3,727)
(6.4%)
(0.2%)
$
$
28 The Corporation generated $1.8 billion in revenues during 2014. This is the seventh consecutive year that revenues exceeded $1.0 billion. The following chart illustrates the Corporation’s total revenue growth during the last five years:
TOTAL REVENUES (in thousands) $2,000,000 $1,800,000
The majority of the Government Services and Construction revenues were from government contracting activities with the majority of government contracts being awarded under the SBA 8(a) program resulting in the overall decrease in revenues.
$1,600,000 $1,400,000 $1,200,000 $1,000,000
Dividend and interest income decreased to $2.9 million in 2014 from $3.4 million in 2013, and from $3.0 million in 2012. The investment portfolio return was from realized and unrealized gains of $20.3 million in 2014, in addition to interest and dividend income. Investment earnings represent 1.3%, .7% and .3% of the Corporation’s revenues in 2014, 2013 and 2012, respectively. After reduction for investment management expenses, the portfolio generated earnings of $23.5 million in 2014, or 47.0% of the Corporation’s total operating earnings.
$800,000 $600,000 $400,000 $200,000
2010
2011
2012
2013
2014
decrease from 55.9% and 59.7% in 2013 and 2012, respectively. Oilfield and Industrial Services revenues represented 7.7% of the Corporation’s total revenues in 2014 and 2.0% in 2013 and 2012. Construction revenues represented 22.1% of the Corporation’s total 2014 revenue compared to 26.4% in 2013 and 22.9% in 2012. Government Services revenues represented 13.1% of the Corporations’ total 2014 revenue compared to 14.4% in 2013 and 14.6% in 2012. Tourism represented less than 1.0% of the Corporations’ total 2014 revenue.
$0
Oilfield and Industrial Services revenue increased, while revenue decreased in the Petroleum Distribution, Construction, and Government Services operations. Oilfield and Industrial Services revenues increased by $103.2 million from $39.0 million in 2013 to $142.2 million in 2014, Construction revenues decreased by $112.8 million, or 21.8% from $517.8 million in 2013 to $405.0 in 2014; and, Government Services revenues decreased by $42.0 million, or 14.8% from $282.8 million in 2013 to $240.8 million in 2014. Tourism generated $1.9 million in revenues in 2014 compared to $1.5 million in 2013. Revenues from the Corporation’s portfolio of investments increased by $10.0 million from $13.5 million in 2013 to $23.5 million in 2014. Natural Resource revenues increased $1.9 million from $6.5 million in 2013 to $8.4 million in 2014. Petroleum Distribution revenue made up 55.1% of the Corporations' total revenue in 2014, a
While Natural Resource revenues were under 1.0% of the Corporation’s total revenues during each of the last three years, they accounted for 10.2% of total operating earnings before taxes in 2014. The reason for the relatively high contribution to earnings is that most of the Natural Resource revenues come from the sharing of earnings by other Alaskan Native Regional Corporations. Since this is a sharing of earnings, the Corporation has no expenses associated with generating this income. Other revenue in 2014 was primarily generated by rental income of approximately $1.6 million. Bristol Bay Corporate Services, which provides financial, dividend distribution and mailing services to village corporations located within the Bristol Bay Region also generated $0.1 million in other revenues.
The following table displays costs and expenses for the three-year period ended in 2014:
EXPENSES (in thousands) FISCAL YEAR 2014 Investment management
$
2013
$ CHANGE 2014 /2013
2012 $
2013 /2012
% CHANGE 2014 /2013
2013 /2012
504
488
571
16
(83)
3.3%
(14.5%)
1,005,338
1,091,582
1,171,128
(86,244)
(79,546)
(7.9%)
(6.8%)
Oilfield and industrial services
122,754
35,451
36,303
87,303
(852)
246.3%
(2.3%)
Construction
385,243
487,077
412,319
(101,834)
74,758
(20.9%)
18.1%
Government services
214,223
256,019
260,691
(41,796)
(4,672)
(16.3%)
(1.8%)
2,027
1,637
—
390
1,637
23.8%
—
Petroleum distribution
Tourism
17,272
12,686
11,264
4,586
1,422
36.2%
12.6%
Interest
General and administrative
1,969
2,356
2,033
(387)
323
(16.4%)
15.9%
Other
4,331
5,225
4,026
(894)
1,199
(17.1%)
29.8%
1,753,661
1,892,521
1,898,335
(138,860)
(5,814)
(7.3%)
(0.3%)
$
$
29
Financials
|
BBNC Annual Report FY14
The decrease in Petroleum Distribution costs was greater than the decrease in revenues resulting in an increase in earnings from operations. Revenues decreased in 2014 by $86.2 million, while costs decreased by approximately the same amount. The Petroleum Distribution leadership team continues to evaluate the strategic direction with a focus on increasing market share and profitability.
EARNINGS
For Oilfield and Industrial Services, the increase in costs was offset by the increase in revenues for 2014.
MAJOR COMPONENTS OF EARNINGS
The following graph shows earnings before taxes, general and administrative expenses, and interest charges by types of activity and line of business:
(in thousands)
For Construction, expenses decreased by $101.8 million or 20.9% in 2014, compared to a decrease in revenues of $112.9 million resulting in a decrease in profit margin for 2014.
$40,000
For Government Services, expenses decreased by $41.8 million, or 16.3% in 2014, compared to a decrease in revenues of $41.9 million resulting in a slight decrease in profit margin for 2014.
$35,000
$30,000
Investment management fees and portfolio custodian costs make up most of the cost of investment management. These costs averaged 0.4% of the average portfolio balance in 2014, up from 0.3% in 2013 and consistent with 2012. General and administrative expenses capture the Corporation’s cost of operating its corporate office, providing corporate governance and oversight of its operating companies, providing shareholder services and overseeing the Corporation’s increasingly complex subsidiary operations. As the Corporation grows, these costs may grow as well. They amounted to 0.9% of revenues in 2014 and 0.6% of revenues in 2013 and 2012, respectively. In terms of total dollars expensed, general and administrative costs increased in 2014 and 2013, largely due to increased professional services fees associated with the Peak acquisition. As discussed earlier, after federal and state income tax, the Corporation earned $49.2 million in the year-ended March 31, 2014, compared to $41.3 million in 2013 and $70.2 million in 2012. Increased after-tax earnings for fiscal year 2012 was primarily the result of the tax benefit recognized on the sale of the oil and gas rights on 27,000 acres of the Corporation’s ANCSA land.
$25,000
$20,000
$15,000
$10,000
$5,000
2012
2013
2014
Net Investment Earnings
Petroleum Distribution
Oilfield and Industrial Services
Construction Services
Government Services
Tourism
$0
Natural Resources
The graph above illustrates that all of the Corporation’s lines of business and operating activities, with the exception of Tourism, generated positive earnings during 2014. Earnings by business line increased in 2014 compared to 2013 for the portfolio of public and private passive investments, Natural Resources, Petroleum Distribution, and Oilfield and Industrial Services business lines, but were lower for the Construction business line. The graph also illustrates the benefits of the Corporation's strategy of diversification as a risk management tool.
LIQUIDITY AND CAPITAL RESOURCES Liquidity is a measure of the Corporation’s ability to meet current obligations through the use of cash and assets easily converted to cash. Calculated current assets to current liability liquidity ratios, excluding marketable securities, were 1.3 and 1.2 at March 31, 2014 and 2013, respectively. The Corporation remains in a very strong liquidity position with excellent ability to meet its current obligations.
30 Cash and equivalents amounted to $49.5 million and $38.2 million at March 31, 2014 and 2013, respectively. Net cash provided by operating activities was $120.5 million at March 31, 2014, an increase of $90.0 million from 2013. The increase in cash and equivalents was primarily a result of additional funds from Peak. Long-term debt increased by 128.0%, primarily as a result of the Peak acquisition. Notes payable decreased by 48.0%. The Corporation uses a modest amount of debt to finance its operations and acquisitions and will continue to do so as long as the cost of debt is less than returns generated through the use of the borrowed funds. The Corporation had approximately $98.3 million available for borrowing from unused lines of credit as of March 31, 2014. The Corporation believes it has adequate capital to allow it to fund current operational needs, continue supporting the approved level of shareholder dividends, pay corporate overhead, and further reduce the long-term debt balance during fiscal year 2015.
CRITICAL ACCOUNTING ESTIMATES
OPERATIONAL CASHFLOW VS. SHAREHOLDER DIVIDENDS
Areas in which accounting estimates could be different from the final results include estimates of total contract costs for fixed price contracts, the fair value of property, plant, and equipment, intangibles and goodwill, and the tax valuation of real estate sold and deferred tax assets.
(in thousands) $135,000
$112,500
$90,000
$67,500
$45,000
$22,500
2010
2011
2012
Operation Cashflow
2013
2014
$0
Shareholder Dividends
Quarterly dividends were $6.75, $6.25 and $5.50 per share in 2014, 2013 and 2012, respectively. In addition to regular shareholder dividends, the Corporation initiated an Elders' Benefit program in 2012. Eligible original shareholders age 65 or older began receiving a benefit of $125 per quarter beginning in the third quarter of 2012. In October 2013, shareholders approved establishment and funding of an Elders’ Trust. The Trust is expected to be fully funded and the sole source of the current Elders' Benefit program by the end of calendar year 2014. In addition to paying shareholder dividends and Elder benefits, the Corporation uses operating cash flows to grow its existing operating companies and to invest in new companies.
The Corporation’s consolidated financial statements are prepared in accordance with generally accepted accounting principles. Significant accounting policies are discussed in note 1) Nature of Operations and Summary of Significant Accounting Policies accompanying the consolidated financial statements of this report. In connection with the preparation of the financial statements, management is required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Amounts recognized in the financial statements from such estimates are necessary based on numerous assumptions involving varying and potentially significant degrees of judgment and uncertainty. Actual results may differ from management’s assumptions and estimates.
31
Financials
|
BBNC Annual Report FY14
TEN YEAR FINANCIAL SUMMARY (In thousands except share data, ratios, and percentages)
2014
2013
2012
23,450
13,518
5,537
1,011,443 1,097,607 1,173,249
2011
2010
2009
2008
2007
2006
2005
14,935
23,282
(34,293)
2,334
7,503
18,631
9,888
948,873
791,736
994,918
993,676
796,558
601,977
223,389
Revenues: Investment income
$
Petroleum sales operations Contract Services
—
—
—
—
—
—
290,569
195,747
137,545
83,486
Oilfield Services
142,154
39,030
39,360
37,637
33,923
46,775
—
—
—
—
Construction
404,907
517,799
449,868
401,608
375,776
268,503
—
—
—
—
Government Services
240,823
282,821
287,186
256,247
152,199
102,296
—
—
—
—
Tourism
1,890
1,493
—
—
—
—
—
—
—
—
Natural Resources
9,084
8,252
9,877
7,648
3,965
12,706
7,331
5,538
3,369
2,593
Other income (1)
2,143
1,260
430
252
1,515
666
944
793
892
1,709
Total operating revenue
1,835,894 1,961,780 1,965,507 1,667,200 1,382,396 1,391,571 1,294,854 1,006,139
762,414
321,065
Costs and expenses (1)
1,753,661 1,892,521 1,898,335 1,597,930 1,346,170 1,394,362 1,285,723
983,611
734,424
309,779
Earnings from operations
82,233
69,259
67,172
69,270
36,226
(2,791)
9,131
22,528
27,990
11,286
(33,047)
(27,941)
3,054
(26,253)
(4,289)
8,853
(3,500)
(5,358)
(5,809)
(2,870)
(36)
—
—
—
—
(888)
(608)
(1,074)
(924)
(52)
$
49,150
41,318
70,226
43,017
31,937
5,174
5,023
16,096
21,257
8,364
$
120,534
30,489
36,975
17,484
5,631
56,439
19,483
15,370
13,534
7,466
Income tax benefit (expense), net of extraordinary benefit Earnings applicable to minority interests
Net earning (loss) Cash flow data: Net cash provided by operating activities Net capital expenditures
7,215
18,014
16,992
5,669
5,750
8,548
3,988
3,267
11,675
15,052
Addition (reduction) to long-term debt
62,851
18,974
(11,648)
(2,731)
6,884
(11,146)
(3,787)
7,128
8,806
12,563
Dividends paid
14,981
13,883
12,070
7,453
6,913
6,481
5,941
5,185
4,568
4,321
15.49
Shareholder data: Earnings (loss) per share
$
91.00
76.51
130.02
79.65
59.13
9.58
9.30
29.80
39.36
Dividends per share
27.00
25.00
22.00
13.80
12.80
12.00
11.00
9.60
8.60
8.00
Return on average stockholders’ equity
15.7%
14.6%
29.2%
22.2%
19.6%
3.4%
3.3%
10.9%
15.9%
6.8%
49,471
38,214
46,135
35,118
25,521
26,170
21,687
9,822
7,522
7,011
59,827
37,931
71,655
10,469
27,479
34,340
24,650
19,304
9,496
14,326
136,807
176,781
115,202
97,830
84,820
59,645
89,431
98,112
103,925
95,099
Financial Position: Cash and equivalents Working capital (1) Marketable equity securities at fair market value
$
Property, plant and equipment, at cost
174,337
70,263
56,940
46,481
46,748
47,170
44,387
45,027
40,484
16,313
Total assets
629,922
559,034
518,703
448,322
370,456
305,896
327,600
293,578
253,982
198,353
112,006
49,155
30,181
41,829
44,560
37,676
48,822
52,503
45,370
36,564
330,897
296,732
269,297
211,141
175,577
150,553
151,860
152,778
141,867
125,246
Long-term debt (including current maturities) Stockholders’ equity
Ratios: Current ratio (1) Long-term debt to equity ratio
1.3
1.2
1.3
1.1
1.2
1.3
1.2
1.2
1.1
1.4
0.34
0.17
0.11
0.20
0.25
0.25
0.32
0.34
0.32
0.29
NOTES: (1) Marketable equity securities have not been included as part of current assets for this computation
32
Independent Auditors’ Report The Board of Directors and Stockholders Bristol Bay Native Corporation:
We have audited the accompanying consolidated financial statements of Bristol Bay Native Corporation and its subsidiaries, which comprise the consolidated balance sheets as of March 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2014, and the related notes to the consolidated financial statements.
Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated 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 assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether 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 consolidated 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 reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bristol Bay Native Corporation and its subsidiaries as of March 31, 2014 and 2013, and the results of their operations and their cash flows for the years in the three-year period ended March 31, 2014, in accordance with U.S. generally accepted accounting principles.
Anchorage, Alaska May 23, 2014
33
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BBNC Annual Report FY14
BRISTOL BAY NATIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MARCH 31, 2014 AND 2013 (in thousands)
ASSETS 2014
2013
49,471
38,214
136,807
176,781
166,492
171,536
8,545
6,664
4,460
8,705
Costs and earnings in excess of billings (note 1(l))
14,476
17,059
Prepaid expenses and refundable taxes (note 12)
1,563
2,190
381,814
421,149
Investments in unconsolidated affiliates (note 8)
15,114
7,524
Other assets
10,734
9,970
Current Assets Cash and cash equivalents
$
Marketable securities (notes 5, 6 and 10) Accounts receivable: Trade, net (note 7) Natural resources (note 1(k)) Inventories
Total current assets
Property, plant, and equipment, at cost (note 1(h) and 10): Land
12,333
12,201
Buildings
38,463
40,770
Leasehold improvements
19,963
19,629
Machinery and equipment
161,083
48,711
231,842
121,311
57,505
51,048
174,337
70,263
Intangible assets, net (note 4)
11,130
9,935
Goodwill (notes 1(i) and 4)
36,793
40,193
629,922
559,034
Less accumulated depreciation and amortization
Total assets See accompanying notes to consolidated financial statements.
$
34
LIABILITIES AND STOCKHOLDERS’ EQUITY
2014
2013
Current liabilities Notes payable (note 9)
$
17,113
33,105
Accounts payable
59,965
79,343
Accrued liabilities (notes 9, 10, and 12)
73,965
66,900
Billings in excess of costs and earnings (note 1(l))
17,184
23,100
Unclaimed dividends
710
977
Current maturities of long-term debt (note 10)
9,705
1,116
Deferred tax liability (note 12)
6,538
1,896
Total current liabilities
185,180
206,437
Long-term debt, less current maturities (note 10)
102,301
48,039
11,544
7,826
299,025
262,302
29,571
29,571
Deferred tax liability (note 12)
Total liabilities Stockholders’ equity Class A common stock, no par value. Authorized, 1,000,000 shares; issued and outstanding, 488,500 shares (note 2) Class B common stock, no par value. Authorized, 300,000 shares; issued and outstanding, 51,600 shares (note 2) Retained earnings
Total stockholders’ equity attributable to Bristol Bay Native Corporation Noncontrolling interest
Total stockholders’ equity
3,124
3,124
298,206
264,037
330,901
296,732
(4)
—
330,897
296,732
629,922
559,034
Commitments and contingencies (notes 8, 9, 10, 11, 12, 13, 14, 15 and 16)
Total liabilities and stockholders' equity See accompanying notes to consolidated financial statements.
$
35
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BBNC Annual Report FY14
BRISTOL BAY NATIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED MARCH 31, 2014, 2013 AND 2012 (In thousands, except shares and per share data)
2014
2013
2012
1,011,443
1,097,607
1,173,249
Revenues Petroleum sales operations
$
Oilfield Services
142,154
39,030
39,360
Construction
404,907
517,799
449,868
Government Services
240,823
282,821
287,186
1,890
1,493
—
23,450
13,518
5,537
8,396
6,524
9,877
688
1,728
—
2,143
1,260
430
1,835,894
1,961,780
1,965,507
1,005,338
1,091,582
1,171,128
Cost of oilfield services
122,754
35,451
36,303
Cost of construction
385,243
487,077
412,319
Cost of government services
214,223
256,019
260,691
2,027
1,637
—
Tourism Investment earnings (notes 5 and 8) Natural resources Royalty income Other
Costs and expenses Cost of petroleum operations
Cost of tourism Cost of investment management
504
488
571
17,272
12,686
11,264
Interest
1,969
2,356
2,033
Other
4,331
5,225
4,026
1,753,661
1,892,521
1,898,335
82,233
69,259
67,172
33,047
27,941
(3,054)
49,186
41,318
70,226
(36)
—
—
$
49,150
41,318
70,226
$
91
77
130
540,100
540,100
540,100
Corporate general and administrative expense
Earnings from operations Income tax (benefit) expense (note 12)
Net earnings Less income attributable to noncontrolling interest
Net earnings attributable to Bristol Bay Native Corporation Earnings per share Weighted average shares outstanding See accompanying notes to consolidated financial statements.
36
BRISTOL BAY NATIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY YEARS ENDED MARCH 31, 2014, 2013 AND 2012 (In thousands)
Common Stock
Balance, April 1, 2012
$
Class A
Class B
Total shareholders’ equity attributable to Bristol Bay Native Retained Earnings Corporation
Non controlling Interests
Total stockholders’ equity
29,571
3,124
236,602
269,297
—
269,297
Dividends ($25.00 per share)
—
—
(13,883)
(13,883)
—
(13,883)
Net earnings
—
—
41,318
41,318
—
41,318
29,571
3,124
264,037
296,732
—
296,732
Balance, March 31, 2013 Dividends ($27.00 per share)
—
—
(14,981)
(14,981)
—
(14,981)
Net earnings
—
—
49,150
49,150
36
49,186
Distributions to noncontrolling interest
—
—
—
—
(40)
(40)
29,571
3,124
298,206
330,901
(4)
330,897
Balance, March 31, 2014
$
See accompanying notes to consolidated financial statements.
37
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BBNC Annual Report FY14
BRISTOL BAY NATIVE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED MARCH 31, 2014, 2013 AND 2012 (in thousands)
2014
2013
2012
49,186
41,318
70,226
Undistributed (income) loss from unconsolidated affiliates
(331)
(279)
156
Loss of disposition of business unit
2,417
—
—
Unrealized depreciation (appreciation) of marketable securities
(9,956)
712
5,758
Depreciation and amortization
16,399
10,393
7,799
Gain on disposal of property, plant, and equipment
(1,509)
(18)
(55)
(10,351)
(10,424)
(4,451)
(1,183)
(93)
— (3,406)
Cash flows from operating activities Net earnings
$
Items not affecting cash
Gain on sale of marketable securities Gain on interest rate swap Gain on sale of investments in unconsolidated affiliates
—
—
8,360
672
(6,116)
305
654
(1,630)
27,339
6,574
(17,260)
2,588
(1,286)
5,153
(5,916)
(449)
(1,789)
522
45
226
60,281
(51,867)
(18,679)
(688)
717
1,248
(21,792)
844
4,748
4,863
32,976
(4,953)
120,534
30,489
36,975
(135,854)
(11,365)
—
9,213
—
—
Proceeds from sale (investment) in unconsolidated affiliates
(7,259)
(740)
6,424
Additions to property, plant, and equipment
(7,215)
(18,014)
(16,992)
(141,115)
(30,119)
(10,568)
Deferred tax expense (benefit) Bad debt expense (recovery) Changes in operating assets and liabilities that provided cash, net of acquisitions: Accounts receivable Costs and earnings in excess of billings Billings in excess of costs Recognition (reversal) of forward losses on construction contracts Net (purchase) sale of marketable securities Inventories Accounts payable Accrued liabilities and other
Net cash provided by operating activities
Cash flows from investing activities Acquisition of businesses, net of cash acquired Proceeds from sale of business unit
Net cash used in investing activities
Cash flows financing activities 98,946
30,783
26,951
Repayment of long-term debt
Proceeds from long-term debt
(36,095)
(11,809)
(38,599)
Notes payable
(15,992)
(13,382)
8,208
(40)
—
—
(14,981)
(13,883)
(11,950)
Net cash provided by (used in) financing activities
31,838
(8,291)
(15,390)
Increase (decrease) in cash and cash equivalents
11,257
(7,921)
11,017
38,214
46,135
35,118
49,471
38,214
46,135
Distributions to noncontrolling interests Dividends paid
Cash and cash equivalents Beginning of year End of year
$
Supplemental disclosure of cash flow information Cash paid (received) during the year for: Interest Income taxes
$
2,607
2,248
1,986
(23,987)
(11,882)
13,846
38
BRISTOL BAY NATIVE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2014 AND 2013
(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) NATURE OF OPERATIONS The operations of Bristol Bay Native Corporation (Corporation) include the following:
CCI, Inc. CCI Mechanical, LLC * CCI Solutions, LLC Aerostar SES LLC SES Construction and Fuel Services, LLC SpecPro Environmental Services LLC Workforce Resources LLC SES Engineering & Design LLC *
›› Petroleum sales operations
SES Electrical LLC *
›› Oilfield Services
SES Civil Contractors LLC
›› Construction
SES Installation Support, LLC
›› Government Services
Badger Technical Services, LLC
›› Tourism
Business Resource Solutions, LLC
›› Portfolio of public and private passive investments, some of which are managed by outside investment managers
Eagle Applied Sciences LLC
›› Subsurface and other natural resource management
Glacier Technical Solutions LLC
(b) PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of the Corporation and its wholly, and majority owned, subsidiaries: Bristol Resources, Inc. Bristol Bay Corporate Services, Inc. Bristol Bay Architects, Inc.* Bristol Bay Parking, LLC Bristol Bay Development LLC Bristol Bay Private Equity Investments, LLC AN-AN, C, LLC PetroCard, Inc. Bristol Bay Petroleum Properties, LLC Bristol Bay Mission Lodge LLC Bristol Bay Resource Solutions, LLC Bristol Construction Services, LLC Bristol Design Build Services, LLC Bristol Environmental Remediation Services, LLC Bristol Engineering Services Corporation
Eagle Medical Services, LLC Glacier Technologies LLC JL-BBNC, LLC * MedPro Technologies, LLC SpecPro Asset Management, LLC SpecPro, Inc. SpecPro Professional Services, LLC SpecPro Technical Services LLC STS Systems Integration, LLC TekPro Services, LLC Vista International Operations, Inc. Vista Technical Services, LLC Vista Defense Technologies LLC Peak Oilfield Service Company LLC CCI Industrial Services, LLC Kakivik Asset Management, LLC Bristol Bay Alaska Tourism, LLC * Bristol Earth Sciences, LLC * KAM Resources Group, LLC * SES Installation Support, LLC *
Bristol Fuel Systems, LLC
*No significant activity in 2014, 2013 or 2012.
Bristol General Contractors, LLC
The Corporation consolidates majority owned subsidiaries that are not considered variable interest entities for which the Corporation exercises operational control. The Corporation will also consolidate any variable interest entities of which it is the primary beneficiary. The Corporation consolidates AN-AN, C, LLC as the primary beneficiary of a variable interest entity. Included in the Corporation’s consolidated balance sheet as of March 31, 2014, is $20,442,000 of assets and $14,195,000 of liabilities of AN-AN, C, LLC, consisting primarily of a building and
Bristol Industries, LLC Bristol Site Contractors, LLC Bristol Prime Contractors LLC * CCI Construction Services, LLC CCI Energy and Construction Services, LLC CCI Group, LLC
39 the associated long-term loan payable for the building. The Corporation contributed $6,463,000 of equity and guarantees the long-term loan payable of AN-AN, C, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.
(c) CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash and investments with initial maturities, at the time of purchase, of three months or less.
(d) MARKETABLE SECURITIES Marketable securities are used to supplement cash provided by operations in order to fund corporate overhead and shareholder dividends. The marketable securities are recorded at fair value and are classified as trading. The Corporation includes net unrealized gains and losses as a part of investment earnings. Realized gains or losses resulting from the sale of securities are also included in investment earnings. Cost of securities is determined using the first-in, first-out method.
(e) TRADE ACCOUNTS RECEIVABLE Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in existing accounts receivable. The Corporation determines the allowance based on its historical write-off experience and current economic conditions. Past due balances over 60 days in a specified amount are reviewed individually for collectability. All other balances are reviewed in aggregate. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Corporation does not have any off-balance-sheet credit exposure related to its customers. The allowance for uncollectible accounts was $725,000 and $950,000 at March 31, 2014 and 2013, respectively.
(f) INVENTORIES Inventories, which consist primarily of petroleum products, are stated at the lower of cost (principally, first-in, first-out) or market.
(g) INVESTMENTS IN UNCONSOLIDATED AFFILIATES Investments in unconsolidated affiliates are accounted for using the cost or the equity method, depending on whether the Corporation has the ability to exercise significant influence over operating and financial policies of an investee. Under the cost method, investments are carried at acquisition cost and distributions are recognized as income when received. Under the equity method, the Corporation’s share of affiliate earnings is included in income when earned, and distributions are credited to the investment when received. For flowthrough entities (i.e., partnerships, limited liability companies, subchapter S corporations, etc.), the ability to exercise significant influence is presumed to exist if the percentage of
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BBNC Annual Report FY14
ownership is equal to or greater than 5%. For other entities, significant influence is presumed to exist if the percentage of ownership is equal to or greater than 20%. Cost method investments are reviewed for impairment in the occurrence of a triggering event indicating impairment. Equity method investments are analyzed for impairment on an ongoing basis. An impairment charge is recorded whenever the fair value of the investment is considered to be less than the carrying amount and the impairment is considered other than temporary.
(h) PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment are recorded at cost. Depreciation of property, plant, and equipment is provided based on the estimated useful lives of the respective assets using the straight-line method. Estimated lives for buildings are 10 to 40 years, and for machinery and equipment, 3 to 10 years. Leasehold improvements are amortized straight-line over the shorter of the lease term or estimated useful life of the asset. The Corporation recorded depreciation expense of $14,088,000, $8,320,000 and $6,588,000 for the years ended March 31, 2014, 2013 and 2012, respectively. The cost of current repairs and maintenance is charged to expense, while the cost of betterment is capitalized.
(i) GOODWILL AND INTANGIBLES Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is reviewed for impairment at least annually. The Corporation has an option to assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after assessing the totality of events or circumstances, the Corporation determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step goodwill impairment test is unnecessary. However, if the Corporation concludes otherwise, the Corporation is required to perform the first step of the two-step impairment test. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit’s goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. The Corporation performs its annual impairment review of goodwill at March 31, and when a triggering event occurs between annual impairment tests. No impairment loss was
40 recorded in 2014, 2013 or 2012. The reporting units assessed for impairment include PetroCard (PC), SpecPro group, and SES group. Intangible assets with finite lives are recorded at cost and are primarily amortized on a straight-line basis over the estimated period of economic benefit. The Corporation reviews intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Recoverability of these intangible assets is assessed based on the undiscounted future cash flows expected to result from the use of the asset. If the undiscounted future cash flows are less than the carrying value, the purchased intangible assets are considered to be impaired. The amounts of the impairment loss, if any, is measured as the difference between the carrying amount of these assets and the fair value based on a discounted cash flow approach, or when available and appropriate, to comparable market values. The Corporation has not acquired intangible assets with indefinite lives.
(j) IMPAIRMENT OF LONG –LIVED ASSETS Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell.
contracts are recognized currently as the work is performed. Change orders are not included in contract revenue until being agreed upon and approved by the customer and Corporation regarding both scope and price. Claims are not included in contract revenue until it is probable that the claim will result in additional contract revenue and the amount can be reliably estimated or when amounts have been received. Contract costs include all direct costs and any indirect, or overhead, costs allocable to contracts. Included in indirect or overhead are allocable general and administrative to the extent such costs are allowable under government procurement regulations and recoverable under the contract. Revisions in cost and profit estimates are made during the course of work and are reflected when facts that require revision become known. Provision for losses on uncompleted contracts is made in the period in which such losses are identified. The costs and estimated earnings on contracts in progress include costs and estimated earnings on firm fixed price contracts. The following table reconciles costs incurred, earnings, and billings to date on contracts in progress at March 31 (in thousands):
Costs incurred on contracts in progress to date
$
Estimated earnings to date Contract revenue earned to date Less billings to date
Contracts revenue adjustment required to reflect percentage of completion
$
2014
2013
1,045,059
950,539
142,780
134,543
1,187,839
1,085,082
(1,190,547)
(1,091,123)
(2,708)
(6,041)
(k) NATURAL RESOURCE REVENUES Natural resource revenues are derived from sand and gravel quarry operations, and natural resource revenues distributable to the Corporation from other Alaska Native Regional Corporations, under Section 7(i) of the Alaska Native Claims Settlement Act. Revenues distributable under Section 7(i) are recorded when received or when the amount is determined and receipt is assured. Natural resource revenues are recorded net of amounts distributable under Section 7(j).
(l) REVENUE AND COST RECOGNITION In general, the Corporation recognizes revenue when the following criteria are met: services have been performed, or delivery has occurred, collection of the receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed and determinable. The Corporation’s oilfield service, government service, and construction revenues are derived from fixed price, time and material, and cost plus contracts to provide services under various federal, state, and commercial contracts. Revenue on fixed price contracts is recognized by the percentage of completion method based on the proportion of costs incurred to date to management’s best estimate of total contract costs. Revenues from time and material contracts and cost plus
Included in the consolidated balance sheets are costs and estimated earnings on contracts in progress compared to billings and consist of the following, at March 31 (in thousands):
Costs and earnings in excess of billings on uncompleted projects
$
Billings in excess of costs and earnings on uncompleted contracts
$
2014
2013
14,476
17,059
(17,184)
(23,100)
(2,708)
(6,041)
Costs and earnings in excess of amounts billed are classified as current assets under “costs and earnings in excess of billings.” Billings in excess of costs and earnings are classified under current liabilities as “billings in excess of costs and earnings.” Contract retentions are included in accounts receivable. Where the Corporation acting in an agency capacity, by agreement, has transferred all significant risk to vendors, manufacturers, or purchasers, the Corporation records only
41
the net profit in contract services revenues. Gross volume from such activity excluded from the financial statements totaled $8,780,000, $30,486,000, and $28,708,000 for fiscal years 2014, 2013 and 2012, respectively. Revenue from petroleum sales is recognized when the related goods are sold and all significant obligations of the Corporation have been satisfied. Petroleum revenues and the cost of petroleum operations, generated from purchases outside the PetroCard (PC) network, are recorded gross of state and federal fuel taxes. PC is not responsible for collecting or remitting fuel tax for petroleum revenues from fuel directly acquired by the Corporation. Included in petroleum sales operations and costs of petroleum sales operations is $103.7 million, $107.8 million, and $103.4 million of state and federal fuel taxes for the years ended March 31, 2014, 2013 and 2012, respectively.
(m) INTEREST RATE SWAP From time to time the Corporation enters into interest rate swaps as a means to hedge against the uncertainty of future increases in interest rates on the Corporation’s long-term debt. The Corporation applies FASB ASC Topic 815, Derivatives and Hedging, which among other provisions requires that all interest rate swaps be recognized as either assets or liabilities in the consolidated balance sheet and measured at fair value. Gains and losses resulting from changes in the fair value are recorded in other comprehensive income when the swaps qualify for hedge accounting. The change in the fair value of swaps that do not qualify as a hedge must be included as part of earnings. The fair values of interest rate swaps are included in accrued liabilities with the effect on earnings included as part of interest expense. Notes 6, 9 and 10 on fair value, notes payable and long-term debt contain a description of any current interest rate swaps.
(n) INCOME TAXES The Corporation and its subsidiaries file consolidated federal and state income tax returns. The Corporation accounts for income taxes on the liability method. Income tax expense includes income taxes currently payable and those deferred because of differences between financial statement and tax basis of assets and liabilities. The Corporation records a valuation allowance to reduce the amount of the gross deferred tax assets to the amount that is more likely than not to be realized. Factors considered in determining the amount of the valuation allowance include historical levels of taxable income, projected levels of taxable income in future years, expected future Corporation trends in results from existing operations, and the scheduled reversal of deferred tax liabilities. Deferred tax liabilities are recorded as they arise. The Corporation recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Corporation records penalties and interest related to unrecognized tax benefits as part of interest expense.
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BBNC Annual Report FY14
(o) USE OF ESTIMATES The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affected the amounts reported in the financial statements. These estimates are based on management’s current judgment and may differ from actual results. Significant items subject to estimates and assumptions include investments, accounts receivable, estimates of total contract costs for fixed price contracts, the fair value of property, plant, and equipment, intangibles and goodwill, and the tax valuation of oil and gas rights and deferred tax assets.
(p) RECENTLY IMPLEMENTED ACCOUNTING PRONOUNCEMENTS In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-08 Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for reporting discontinued operations. The Corporation early adopted ASU No. 2014-08 in fiscal year 2013. In December 2013, PC disposed of its lube business unit. This disposal does not represent a strategic shift that will have a major effect on the Corporation’s operations and financial results and does not qualify for discontinued operations reporting under ASU No. 2014-08. The pretax net income (loss) of the PC lube’s business unit was $(1,989,000), $(70,000) and $602,000 for years ended March 31, 2014, 2013 and 2012, respectively.
(2) ALASKA NATIVE CLAIMS SETTLEMENT ACT The Corporation is a regional corporation organized pursuant to the Alaska Native Claims Settlement Act of 1971 (ANCSA). ANCSA provided for a monetary entitlement to be disbursed through the Alaska Native Fund to the regional and village corporations created under ANCSA and to certain regional corporation shareholders. The Corporation received $32,694,953 as its total proportionate share of the monetary entitlement. The Corporation is also entitled under ANCSA to select and receive approximately three million acres of land, primarily subsurface estate. Stockholders’ equity includes net cash receipts from the U.S. government and the State of Alaska under ANCSA. Land and subsurface rights conveyed under ANCSA are not recorded because it is not reasonably possible to determine the value of the assets conveyed at this time. Of the Corporation’s entitlement of 3,079,553 acres, the Corporation has received interim conveyance to 453,758 acres of subsurface estate and has received patent to 2,574,841 acres. The Corporation has also received interim conveyance to 115,349 acres of surface and subsurface estate. The Corporation’s Articles of Incorporation, in accordance with the requirements of ANCSA, provided for the issuance of 100 shares of common stock at the inception of the Corporation to each Alaska Native enrolled in the Bristol Bay region as follows:
42 ›› Class A shares to Alaska Natives enrolled in the Bristol Bay region who are also enrolled in one of the village corporations in the region. ›› Class B shares to Alaska Natives enrolled in the Bristol Bay region who are not enrolled in one of the village corporations in the region. The stockholders of Class B stock are referred to as “at-large” shareholders.
The purchase price was allocated as follows (in thousands):
Assets: Current assets
$
2,709
Other assets
25
Property, plant, and equipment
110
Intangibles
This stock, stock dividends or distributions, and any other stock rights may not be sold, pledged, assigned, subjected to a lien or judgment execution, treated as an asset in a bankruptcy proceeding or otherwise alienated except in limited circumstances by court decree, by gift to certain relatives and by death. All holders of stock have the same economic rights. During the period that restrictions on stock alienation are in effect, the stock carries voting rights only if the holder is an Alaskan Native or a descendant of an Alaskan Native, as defined in the amended ANCSA. As of March 31, 2014 and 2013, there were 8,949 and 8,656 holders of Class A stock and 872 and 833 holders of Class B stock, respectively. Among these stockholders, 8,798 and 811, respectively, hold voting stock at March 31, 2014 and 8,516 and 777, respectively, hold voting stock at March 31, 2013. The outstanding stock of the Corporation will remain subject to restrictions on alienability unless a decision is made by shareholders pursuant to ANCSA to terminate the restrictions. A quarterly distribution in the amount of $125 is made to each Elder that is an original shareholder and age 65 and older. Under Section 7(i) of ANCSA, the Corporation is required to distribute annually 70% of the net resource revenues received from the Corporation’s timber and subsurface estate to all 12 Alaska Native regional corporations organized pursuant to ANCSA. Under Section 7(i) of ANCSA, the Corporation also redistributes 50% of revenues received under Section 7(i) of ANCSA to the Corporation’s village corporations and at-large shareholders. In June 1982, an agreement was reached among the Native regional corporations settling several years of litigation concerning the meaning and application of Section 7(i). The settlement agreement sets past liabilities and establishes rules for the future by which distributable revenues will be determined. These consolidated financial statements comply with the settlement agreement.
Trade names (amortized over 11 years)
1,000
Customer relationships (amortized over 10 years)
2,338
Contractual backlog (amortized over 4 years)
452
Noncompete agreements (amortized over 5 years)
1,545
Goodwill
670
Total Assets
8,849
Liabilities: Current liabilities
Net assets acquired
1,284
$
7,565
In addition, the Corporation recognized an additional $1,558,000 of goodwill and deferred tax liabilities for taxable temporary differences resulting from the acquired intangible assets. In 2013, the Corporation made a contingent payment of $2,500,000 to the former owners. There are no further future contingent payments required to the former owners as stipulated by the purchase agreement. Beginning April 1, 2012, the accounts of AES’s balance sheet have been included in the Corporation’s consolidated balance sheet and AES’s operating results are included in the Corporation’s consolidated statement of operations in the construction line of business.
BRISTOL BAY MISSION LODGE, LLC In May 2012, BBML acquired 100% of MCL, a lodge in Bristol Bay, for $3,800,000. The purchase price was allocated as follows (in thousands):
Assets: Current assets
(3) ACQUISITIONS
Property, plant and equipment
AEROSTAR SES LLC
Customer relationships (amortized over 5 years)
In April 2012, ASL acquired 100% of the outstanding stock of AES, an environmental services firm, for $7,565,000 which includes $2,500,000 of future payments based upon earnings from AES’s future operations. Shortly after the purchase, AES was merged into ASL.
Total assets
$
83 3,501
Intangibles
Net assets acquired
216
3,800 $
3,800
Beginning May 2012, the accounts of MCL’s balance sheet have been included in the Corporation’s consolidated balance sheet
43
Financials
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BBNC Annual Report FY14
and MCL’s operating results are included in the Corporation’s consolidated statement of operation in the tourism line of business.
The Corporation incurred $3,100,000 of acquisition related costs which are included in corporate general and administrative expense in the Consolidated Statements of Operations.
PEAK OILFIELD SERVICE COMPANY LLC
Peak’s operating results are included in the consolidated statement of operations in the Oilfield Services line of business.
In November 2013, the Corporation acquired 100% of Peak Oilfield Service Company LLC (Peak), an oilfield services company, for total consideration of $137,890,000 funded through cash and debt financing.
(4) GOODWILL AND INTANGIBLES The change in the carrying amount of goodwill for the years ended March 31, 2014 and 2013 are as follows (in thousands):
The purchase price was allocated as follows (in thousands):
Balance as of March 31, 2012
Assets: Cash
Acquisition of AES
$
Accounts receivable
417
Cost and earnings in excess of billings
5
Other assets
1,162
Property, plant, and equipment
111,988
Intangibles Trade names (amortized over 11 years)
1,122
Customer relationships (amortized over 5 years)
1,683
Noncompete agreements (amortized over 5 years)
701
Total assets
143,595
Liabilities: Accounts payable
2,414
Accrued liabilities
3,291
Total liabilities
5,705
Net assets acquired
$
37,965 2,228
2,036 24,481
Inventory
$
137,890
Balance as of March 31, 2013 Disposition of PC Lube's business unit
Balance as of March 31, 2014
40,193 (3,400)
$ 36,793
44 The changes in the carrying amount of intangibles for the years ended March 31, 2014 and 2013 are as follows (in thousands):
Balance as of March 31, 2012
$
SES
PC
ASL
BBML
PEAK
TOTAL
1,881
4,576
—
—
—
6,457
—
—
2,338
216
—
2,554
Acquisitions Customer relationships Noncompete agreements
—
—
1,545
—
—
1,545
Tradenames
—
—
1,000
—
—
1,000
Contractual backlog
—
—
452
—
—
452
(1,000)
(286)
(234)
(40)
—
(1,560)
Noncompete agreements
—
—
(309)
—
—
(309)
Tradenames
—
—
(91)
—
—
(91)
Contractual backlog
—
—
(113)
—
—
(113)
881
4,290
4,588
176
—
9,935
Amortization Customer relationships
Balance as of March 31, 2013 Acquisitions Customer relationships
—
—
—
—
1,683
1,683
Noncompete agreements
—
—
—
—
701
701
Tradenames
—
—
—
—
1,122
1,122
(881)
(399)
(234)
(43)
(140)
(1,697)
Noncompete agreements
—
—
(309)
—
(59)
(368)
Tradenames
—
—
(91)
—
(42)
(133)
Contractual backlog
—
—
(113)
—
—
(113)
—
3,891
3,841
133
3,265
11,130
Amortization Customer relationships
Balance as of March 31, 2014
$
Estimated amortization expense for the next five years is $1.8 million in 2015 and 2016, $1.7 million in 2017, $1.3 million in 2018 and $1.2 million in 2019.
45
Financials
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BBNC Annual Report FY14
(5) MARKETABLE SECURITIES The cost and fair value of marketable securities included in the trading portfolio at March 31 are as follows (in thousands):
2014
Money market mutual funds
$
COST
GROSS UNREALIZED GAINS
GROSS UNREALIZED LOSSES
FAIR VALUE
14,544
—
—
14,544
48,020
22,226
(866)
69,380
8,237
3,796
(31)
12,002
27,327
1,002
(1,263)
27,066
224
12
—
236
Equities Domestic International Mutual Funds
Fixed income securities Government Government-sponsored
3,276
—
—
3,276
369
—
(34)
335
Mortgage-backed
1,770
—
(1)
1,769
Corporate – domestic
7,256
145
(13)
7,388
825
—
(14)
811
111,848
27,181
(2,222)
136,807
COST
GROSS UNREALIZED GAINS
GROSS UNREALIZED LOSSES
FAIR VALUE
16,440
—
—
16,440
Domestic
67,761
13,156
(469)
80,448
International
25,021
1,275
(8)
26,288
37,219
1,023
(308)
37,934
Government
1,856
12
—
1,868
Government-sponsored
3,434
10
(34)
3,410
International government
Corporate – international
$
2013
Money market mutual funds
$
Equities
Mutual Funds
Fixed income securities
International government
837
17
(2)
852
Mortgage-backed
1,647
35
(3)
1,679
Corporate – domestic
6,351
316
(26)
6,641
Corporate – international
1,212
25
(16)
1,221
161,778
15,869
(866)
176,781
$
46 The Corporation’s revolving note agreement, disclosed in note 10, requires a money market value of 95% plus marketable equity securities in an amount greater than 75% of the outstanding loan balance maintained in a custodian account administered by the bank. Investment earnings consist of the following (in thousands):
YEAR ENDED MARCH 31
Dividends
$
Interest Gain on sale of marketable securities, net Unrealized (depreciation) appreciation of marketable securities
$
2014
2013
2012
2,199
2,590
2,129
664
809
847
10,351
10,424
4,451
9,956
(712)
(5,758)
23,170
13,111
1,669
(6) FAIR VALUE MEASUREMENTS FASB ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ›› Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date. ›› Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ›› Level 3 inputs are unobservable inputs for the asset or liability. Fair Value Measurements on a Recurring Basis Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Corporation assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their level within the fair value hierarchy.
47
Financials
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BBNC Annual Report FY14
The following tables present the balances of assets and liabilities measured at fair value on a recurring basis as of March 31, 2014 and 2013 at each hierarchical level (in thousands):
MARCH 31, 2014 TOTAL
LEVEL 1
LEVEL 2
LEVEL 3
14,544
14,544
—
—
Domestic
69,380
69,380
—
—
International
12,002
12,002
—
—
27,066
27,066
—
—
Assets Trading securities Money market funds
$
Equities
Mutual funds
Fixed income securities Government
236
236
—
—
Government – sponsored
3,276
3,276
—
—
International government
335
335
—
—
Mortgage-backed
1,769
—
1,769
—
Corporate – domestic
7,388
7,388
—
—
811
811
—
—
$
136,807
135,038
1,769
—
$
(551)
—
—
(551)
TOTAL
LEVEL 1
LEVEL 2
LEVEL 3
16,440
16,440
—
—
Domestic
80,448
80,448
—
—
International
26,288
26,288
—
—
37,934
37,934
—
—
Government
1,868
1,868
—
—
Government – sponsored
3,410
3,410
—
—
International government
852
852
—
—
Corporate – international
Total trading securities Liabilities Interest rate swaps
MARCH 31, 2013
Assets Trading securities Money market funds
$
Equities
Mutual funds
Fixed income securities
Mortgage-backed
1,679
—
1,679
—
Corporate – domestic
6,641
6,641
—
—
Corporate – international
1,221
1,221
—
—
$
176,781
175,102
1,679
—
$
(1,734)
—
(1,734)
—
Total trading securities Liabilities Interest rate swaps
48 Fair Value of Financial Instruments The Corporation, using market information and appropriate valuation methodologies, has determined the estimated fair value of financial instruments. The estimates, however, are not necessarily indicative of the amounts that the Corporation could realize in a current market exchange. The carrying amounts of cash and cash equivalents, marketable securities, notes payable, accounts payable, accrued liabilities, unclaimed dividends, and long-term debt are considered a reasonable estimate of their fair value. Variable interest rates that are currently available to the Corporation for the issuance of debt were used to estimate the fair value of long-term debt and notes payable.
(7) ACCOUNT TRADE RECEIVABLES YEAR END MARCH 31 2014
2013
164,471
155,321
2,066
15,621
680
1,544
167,217
172,486
(725)
(950)
166,492
171,536
Accounts receivable, trade (in thousands): Billed accounts receivable
$
Unbilled accounts receivable Contract retainage
Accounts receivable, trade Less allowance for doubtful accounts
Total accounts receivable, trade, net
$
(8) INVESTMENTS IN UNCONSOLIDATED AFFILIATES In March 2012, the Corporation’s holdings in Horizon Equipment Leasing, LLC, Alaska Green Waste Solutions, LLC, and Alaska Waste were sold and the Corporation received proceeds of $7,714,000 and realized a gain in the amount of $2,714,000 resulting from the sales. During fiscal year 2013, the Corporation received additional proceeds of $407,000 from a holdback and realized a gain for this amount. In July 2010, the Corporation made a $5,000,000 commitment to invest in the Siguler Guff Distressed Opportunities Fund IV, Limited Partnership, of which it owns less than a 1% interest. As of March 31, 2014 and 2013, the Corporation has funded $3,600,000 and $2,700,000, respectively, of the commitment. The Corporation accounts for this investment using the cost method. In March 2009, the Corporation purchased a 10% interest in CenterPoint West, LLC, for $2,229,000. The purpose of the LLC is to construct and operate a commercial office building in Anchorage, Alaska. In connection with the purchase, during 2010, the Corporation contributed an additional $1,221,000 to the LLC, bringing its total investment contributions to $3,450,000. The Corporation accounts for this investment using the equity method, and reports its share of earnings or losses within other revenue.
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Financials
|
BBNC Annual Report FY14
Summarized financial information for CenterPoint West, LLC follows (in thousands):
YEAR END MARCH 31
Net income (loss)
$
Partner distribution Equity
In September 2011, the Corporation purchased a 45% interest in First Alaska Capital Partners Gas Storage, LLC for $1,740,000. Total Partner distributions for First Alaska Capital Partners Gas Storage, LLC was $1,202,000 during fiscal year 2014. Total equity for First Alaska Capital Partners Gas Storage, LLC was $2,665,000 and $3,867,000 at March 31, 2014 and 2013, respectively. The Corporation’s total capital contribution requirement is not to exceed $3,825,000. The Corporation accounts for this investment using the equity method. In June 2013, the Corporation purchased a 5% interest in JL Office Tower, LLC for $2,075,000. The purpose of the LLC is to operate a commercial office building in Anchorage, Alaska. As of March 31, 2014, the equity for JL Office Tower, LLC was $32,406,000, net income was $740,000, and partner distributions were $600,000 for the fiscal year ended March 31, 2014. The Corporation accounts for this investment using the equity method, and reports its share of earnings or losses within other revenue. In June 2013, the Corporation purchased a 17.50% interest in JL Denali Tower, LLC for $1,750,000. The Corporation is a Class B member of which no profit or loss is allocated to the Corporation. As a Class B member, the Corporation does not have the ability to exercise any influence over operating and financial policies of the LLC. Class B members receive a preferred distribution of 8% of the Corporation’s capital
2014
2013
2012
565
2,787
(1,560)
5,800
2,100
—
25,602
30,837
30,150
contributions. The Corporation accounts for this investment using the cost method. In July 2013, the Corporation made a $5,000,000 commitment to invest in the KKR North America Fund XI Limited Partnership, of which it owns less than a 1% interest. As of March 31, 2014, the Corporation has funded $2,165,000, of the commitment. The Corporation accounts for this investment using the cost method. In September 2013, the Corporation made a $4,000,000 commitment to invest in the KKR Asian Fund II, Limited Partnership, of which it owns less than a 1% interest. As of March 31, 2014, the Corporation has funded $514,000 of the commitment. The Corporation accounts for this investment using the cost method. In August 2013, the Corporation purchased a 10% interest in International Office Building, LLC for a $1.5 million commitment of which the Corporation has funded $1,225,000 of this commitment through March 31, 2014. As of March 31, 2014, the equity for International Office Building, LLC was $12,250,000 and there was no net income as the building is under construction. The Corporation accounts for this investment using the equity method, and reports its share of earnings or losses within other revenue.
Investment earnings in unconsolidated affiliates accounted for using the cost method consist of the following (in thousands):
YEAR END MARCH 31
Earnings on cost method investments
$
Gain on sale of unconsolidated affiliates
$
2014
2013
2012
280
—
462
—
407
3,406
280
407
3,868
50
(9) NOTES PAYABLE Notes payable consists of the following (in thousands):
MARCH 31
$60,000,000 bank line of credit, interest based at PC’s option at LIBOR plus 1.10% (1.22% at March 31, 2014), secured by PC's accounts receivable
$
2014
2013
16,333
32,075
780
1,030
17,113
33,105
$780,000 short-term notes payable by PC to village corporations, interest at 2.70%, notes due on September 30, 2013 and October 31, 2014, guaranteed by the corporation
$ On September 30, 2010, PC entered into a Wells Fargo line of credit, which was amended and effective on July 27, 2011. The maximum borrowings available under the facility are $60.0 million, and borrowing capacity was determined on a borrowing base of 85% of eligible accounts receivable through September 30, 2012, and of 80% of eligible accounts receivable thereafter which secures the line of credit. As of March 31, 2014, PC’s eligible accounts receivable totaled $45,253,000. This line of credit expires on September 30, 2014, and includes financial covenant requirements that PC maintain a minimum tangible net worth and a minimum fixed charge coverage rate. On April 27, 2009, PC entered into a swap agreement on a $15,000,000 notional amount on its line of credit with a fixed interest rate of 2.43% with a maturity date on July 1, 2012. This
swap agreement was amended effective August 1, 2011, to 1.60% and a maturity date on January 1, 2015. The termination liability of this swap as amended at March 31, 2014 and 2013, was $172,000 and $348,000, respectively, and is included in accrued liabilities. The change in the fair market value of the swap decreased interest expense by $176,000 in 2014 and by $71,000 in 2013. On September 30, 2010, PC entered into a swap agreement on a $10,000,000 notional amount on its line of credit with a fixed interest rate of 2.74%. This swap agreement matured on January 1, 2014. The termination liability of this swap at March 31, 2013, was $214,000 and is included in accrued liabilities. The termination liability of the swap decreased interest expense by $214,000 in 2014 and by $222,000 in 2013.
(10) LONG-TERM DEBT Long-term debt consists of the following (in thousands):
MARCH 31 2014
2013
35,355
28,531
$11,120,000 term loan payable to bank, interest based upon LIBOR in effect at month-end plus 0.65% (0.80% at March 31, 2014) payable in monthly payments of $62,000 for 10 years starting July 2006, the balance remaining due July 2016, secured by a deed of trust on the Bristol Bay Building and guaranteed by the Corporation
5,313
6,054
$14,700,000 term loan payable to bank, interest based upon the LIBOR in effect plus 1.70% (1.85% at March 31, 2014) payable in monthly amortizing payments for 8 years starting December 2012, the balance remaining due December 2019, secured by a deed of trust on a building and assignment of rents
14,195
14,570
$60,000,000 term loan payable to bank interest based upon the LIBOR in effect plus a margin ranging from 1.75 to 3.50% based on a quarterly ratio of funded debt to EBITDA (2.40% at March 31, 2014) payable in monthly payments of $714,000 for five years starting November 2013, the balance remaining due October 2018, secured by assets of Peak and guaranteed by the Corporation
57,143
—
112,006
49,155
(9,705)
(1,116)
102,301
48,039
$75,000,000 revolving note payable to bank, interest based upon the London Interbank Offering Rate (LIBOR) in effect as draws are made plus 0.3% (0.45% at March 31, 2014), collateralized by marketable securities, commitments expire June 1, 2015
$
Less current maturities
$
51
Financials
Scheduled principal payments on long-term debt are as follows (in thousands):
2015
$
9,705
2016
45,073
2017
9,734
2018
9,751
2019
24,047
Thereafter
13,696
Total
$
112,006
The revolving note agreement requires a money market collateral value be 95% plus marketable equity securities in an amount greater than 75% of the outstanding loan balance maintained in a custodian account administered by the bank. The revolving note has an issued letter of credit in the amount of $825,000. The $14,700,000 term loan payable has certain financial loan covenants that consists of a minimum basic fixed charge coverage ratio, unencumbered liquid assets, and debt service coverage ratio. The $60,000,000 term loan payable has certain financial loan covenants that consists of a minimum basic fixed charge coverage ratio, debt service coverage ratio, current ratio, funded debt to borrower EBITDA ratio, net worth ratio, and funded debt ratio. In June 2012, the Corporation entered into a $15,000,000 revolving note payable to a bank, interest based upon LIBOR in effect, as draws are made, plus a margin ranging from 1.10% to 1.45%, secured by accounts receivable of the Corporation, commitments expire on May 31, 2015. There is no outstanding amounts payable on this revolving note at March 31, 2014 and 2013. On June 5, 2009, through an interest rate swap agreement, the Corporation changed the interest rate on a portion of the outstanding revolving note to fix the floating LIBOR. Through August 1, 2012, the fixed rate was 1.755%. This swap matured on August 1, 2012. The change in the fair market value of the swap decreased interest expense by $25,000 and $73,000, in 2013 and 2012, respectively. On June 24, 2005, through an interest rate swap agreement, the Corporation changed the interest rate on the $11,120,000 term loan to a fixed rate. Through June 30, 2016, the term loan bears a fixed interest rate of 5.01%. The swap’s fair value of the estimated termination liability of $469,000 and $742,000 at March 31, 2014 and 2013, respectively, is included in accrued liabilities. The change in the fair market value of the swap decreased interest expense by $273,000 in 2014, and $205,000 in 2013 and increased interest expense by $90,000 in 2012.
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BBNC Annual Report FY14
On December 1, 2012, through an interest rate swap agreement, the Corporation changed the interest rate on the $14,700,000 term loan to fix the floating LIBOR. Through December 1, 2019, the fixed rate is 1.716%. The swap’s fair value of the estimated termination asset (liability) of $90,000 at March 31, 2014 and $(430,000) at March 31, 2013, is included in other assets and accrued liabilities, respectively, decreasing interest expense by $520,000 in 2014, and increasing interest expense by $430,000 in 2013.
(11) BENEFIT PLANS The Corporation maintains a 401(k) savings plan that contains a safe harbor matching contribution up to 5% of covered wages for all contributing employees. In addition, at the discretion of the Corporation’s Board of Directors, the Corporation may make a profit sharing contribution to the plan. Employee contributions were matched up to 5% of the employees’ salaries in 2014, 2013 and 2012, respectively. Amounts expensed for the plan for the years ended March 31, 2014, 2013 and 2012 were $12,739,000, $12,505,000, and $11,371,000, respectively. Kakivik maintained a separate contributory 401(k) savings plan for its employees through December 31, 2012. At January 1, 2013, the Kakivik 401(k) savings plan was frozen and subsequently merged into the Corporation 401(k) savings plan. Amounts expensed for the Kakivik plan for the years ended March 31, 2013 and 2012, were $568,000 and $548,505, respectively. The Corporation is self insured for healthcare, which covers the majority of employees of the Corporation and its wholly owned subsidiaries. The cost of providing the benefits for employees and dependents is limited to agreed-upon stop-loss levels of $500,000 per claim. At March 31, 2014 and 2013, the Corporation had accrued liabilities of approximately $3,083,000 and $2,314,000. The Corporation has a large deductible insurance plan for workers’ compensation covering all employees except foreign employees and employees in the states of Washington, North Dakota, Wyoming and Ohio. At March 31, 2014 and 2013, the Corporation had accrued liabilities recorded of approximately $2,067,000 and $1,521,000, of which $1,632,000 and $1,153,000, respectively, was for workers’ compensation claims incurred but not reported. At March 31, 2014 and 2013, the Corporation had a $3,200,000 letter of credit balance held by its workers’ compensation insurer pursuant to the terms of a collateral agreement with the insurer.
52
(12) INCOME TAXES The components of income tax expense (benefit) for the years ended March 31, 2014, 2013 and 2012 are as follows (in thousands):
Currently payable federal and state taxes
$
Deferred tax (benefit) expense
$
2014
2013
2012
24,687
27,269
3,062
8,360
672
(6,116)
33,047
27,941
(3,054)
Income tax expense (benefit) differs from the amounts computed by applying the U.S. federal income tax rate of 35% for 2014, 2013 and 2012 to pretax income as a result of the following (in thousands):
2014
2013
2012
28,768
24,241
23,510
State income tax (benefit) expense, net of federal effect
4,229
2,453
(2,373)
Benefit of permanent differences
(529)
(365)
(35,307)
—
1,832
10,859
579
(220)
257
33,047
27,941
(3,054)
Computed expected tax expense
$
Change in net operating loss estimates and carryforward items Other
$
53
Financials
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BBNC Annual Report FY14
The income tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at March 31, 2014 and 2013 are presented below (in thousands):
2014
2013
242
627
Deferred tax assets $
Net operating loss – federal and state Forward contract losses/impairments
1,025
810
Accounts receivable allowance
301
401
Interest rate swaps
264
536
Incurred-but-not-reported claims
952
591
—
367
Accrued liabilities
1,449
1,943
Total gross deferred tax assets
4,233
5,275
Investment in joint ventures
Deferred tax liabilities Fixed assets
(8,803)
(4,190)
Intangibles
(1,804)
(4,544)
(10,261)
(6,168)
Prepaid expenses and other
(236)
(95)
Investment in joint ventures
(1,211)
—
(22,315)
(14,997)
(18,082)
(9,722)
Unrealized gain on investments
Total gross deferred tax liabilities Net deferred tax liability The Corporation has an income tax payable at March 31, 2014 and 2013 of $2,168,000 and $1,363,300, respectively, included in accrued liabilities. During 1997, the Corporation sold the oil and gas rights to 35,000 acres for $1,000 and recognized approximately $112,500,000 loss for tax purposes. This loss estimate was adjusted during 2010 in response to a more current valuation. In May of 2007, the Corporation was notified by the Internal Revenue Service (IRS) of its intent to examine the Corporation’s consolidated federal income tax return for the year ended March 31, 2006. Subsequently, the exam was expanded to include the years ended March 31, 2007, 2008, 2009, 2010 and 2011. As part of the exam, the IRS disputed the valuation of the oil and gas rights sold in 1997. In April of 2012, the Corporation reached a final settlement with the IRS on the valuation of the oil and gas rights sold of $112,500,000 and the examination of all years has been closed. During 2012, the Corporation sold the oil and gas rights to 37,000 acres for $1,000 and recognized a loss of approximately $153,400,000 for tax purposes. The tax loss offset taxable income and generated a net operating loss that was carried back to its March 31, 2011 and 2010 tax returns for a refund of $11,000,000. Approximately $24,700,000 of net operating loss carryforwards were available and used to offset taxable income for the year ended March 31, 2013. In July of 2013, the Corporation was notified by the IRS of its intent to examine the Corporation’s consolidated federal income tax return for the year ended
$
March 31, 2012, and the amount of net operating loss available for carryback to the March 31, 2011 and 2010 tax years. The examination is currently underway with the primary focus being the loss recognized on the sale of the oil and gas rights in 2012. The Corporation and its subsidiaries are open to examination for tax years March 31, 2014, 2013 and 2012. It is not practicable to determine the tax basis of most of the Corporation’s ANCSA lands and it is not known if they will provide future tax benefits. Therefore, no tax value has been assigned to them consistent with the accounting treatment for financial reporting. In assessing the realizability of deferred tax assets, management considers whether it is probable that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.
(13) LEASES PC leases most of its fueling sites and administrative office space under noncancelable operating leases, which expire at various times through 2024. Peak Oilfield Service Company leases most of its operational sites and administrative office space under
54 noncancelable operating leases which expire at various times through 2020. CCI Industrial Services leases a warehouse and offices under leases that expire through 2014. Some of the PC leases also require a contingent rent based upon gallons of fuel sold. Total rental expense charged to operations in 2014, 2013 and 2012 was $6,992,000, $6,654,000 and $6,515,000, respectively. Included in these amounts are contingent rents of $317,000, $124,000 and $157,000, respectively. At March 31, 2014, the minimum rental commitments under noncancelable operating leases payable over the remaining lives of the leases are as follows (in thousands):
Minimum Rentals 2015
$
6,849
2016
6,347
2017
5,262
2018
4,471
2019
3,474
Thereafter
6,217
Total
32,620
Commencing in November 2012, the Corporation entered into a noncancelable operating lease of a building and land with a tenant expiring in 12 years. This building under lease had an aggregate cost and accumulated depreciation of $15,695,000 and $500,000 at March 31, 2014, and an aggregate cost and accumulated depreciation of $15,695,000 and $115,000 at March 31, 2013, respectively. At March 31, 2014, the minimum future rental revenues under this noncancelable operating lease are as follows (in thousands):
Minimum Rentals 2015
$
1,413
2016
1,455
2017
1,499
2018
1,544
2019
1,590
Thereafter
12,731
Total
20,232
(14) CONTINGENCIES In the normal course of business, the Corporation may be a participant in legal proceedings related to the conduct of its businesses that will result in contingent liabilities or contingent assets that are not reflected in the accompanying consolidated financial statements. In the opinion of management, the financial position, results of operations or liquidity of the Corporation will not be materially affected by any such current legal proceeding.
The Corporation has entered into contracts to provide services to commercial and government agencies. The majority of these contracts are subject to audits and potential adjustments by the respective customer. At this time there are no pending audits or audit adjustments on the government contracts. Management believes that any adjustments that could potentially be made under the contract will not have significant impact on the Corporation’s financial position, results of operation, or liquidity.
(15) CREDIT RISK The Corporation maintains its cash in accounts with third-party financial institutions which, at times, may exceed federally insured limits. The Corporation has not experienced any losses in such accounts.
(16) CONCENTRATION OF REVENUE AND RECEIVABLES During 2014, 2013 and 2012, 86%, 93% and 96%, respectively, of the Corporation’s government and construction services revenues were derived from contracts with U.S. government agencies. A significant portion of these contracts were granted under the Small Business Administration (SBA) 8(a) program that exempts U.S. government granting agencies from certain federal procurement regulations when awarding contracts to 8(a) participants. The SBA further exempts awarding agencies from certain contract size limitations when awarding contracts to 8(a) participants owned by Alaska Native corporations. Changes in U.S. government spending, the 8(a) program, or both, could have a significant positive or negative impact on the liquidity, results of financial operations, and financial condition of the Corporation. As of March 31, 2014 and 2013, 49% and 54%, respectively, of trade accounts receivable are due from government agencies.
(17) SUBSEQUENT EVENTS On May 16, 2014, the Board of Directors of the Corporation declared a $7.50/share dividend payable to shareholders of record of Class A and B stock as of May 15, 2014. The dividend is payable on June 6, 2014. The Corporation expects the dividend amount to be approximately $4,051,000. On May 16, 2014, the Board of Directors of the Corporation declared a cash distribution of $125 payable on June 6, 2014 to Elders that are original shareholders and 65 or older as of May 15, 2014. In April 2014, the Corporation entered into an agreement to purchase a 24% interest in JL-LFGTE, LLC for a total $3,000,000 commitment. The contributed commitment will be used to partially fund an entity to acquire, build and operate landfill gas to energy projects in various locations. The Corporation has evaluated subsequent events from the consolidated balance sheet date through May 23, 2014, the date at which the consolidated financial statements were available to be issued, and determined there are no other items to disclose.
55
Financials
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BBNC Annual Report FY14
AUDIT COMMITTEE REPORT MAY 23, 2014 Bristol Bay Native Corporation Shareholders: The BBNC Audit Committee, consisting of four directors, is pleased to issue this report. The primary responsibilities of the Audit Committee are to ensure that the Corporation’s accounts are properly maintained and adequately verified by the Company’s public accountants, to review and approve major changes in the Corporation’s accounting policies and to report to the full Board of Directors upon the foregoing. To fulfill our duties, we met with the public accountants and the Corporation's chief financial officer on two occasions during the 2014 fiscal year. Among other matters discussed and reviewed at the meetings were the scope of the audit to be performed by the public accountants and the associated work plan, areas of identified risk and focus, the results of the public accountant’s audit, the adequacy of the Corporation’s system of internal controls, the appropriateness of the Corporation’s accounting policies and the public accountant’s opinion regarding the financial statements prepared by the Corporation. We believe that the committee has been informed fully by management and the public accountants regarding the accounting and financial aspects of the Corporation. Nothing of any material nature has come to our attention. We thank all those involved for their cooperation and assistance in our efforts to fulfill our Audit Committee responsibilities.
DANIEL P. SEYBERT Committee Chairman
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STATEMENT OF MANAGEMENT RESPONSIBILITY Management is responsible for the fairness, integrity and objectivity of the Corporation's financial statements including all related information included in this Annual Report. The statements and related information are prepared in accordance with generally accepted accounting principles. We believe that fostering an environment conducive to good internal control is a basic responsibility. Management maintains a system of internal accounting controls which provides reasonable assurance that assets are safeguarded and transactions are properly executed and recorded in accordance with the Corporation's policies for conducting business. This system includes policies which required adherence to ethical business standards and compliance with laws to which the Corporation is subject. The internal controls process is monitored by direct management review as well as independent review. The Board of Directors, through its Audit Committee, is responsible for determining that management fulfills its responsibility with respect to the Corporation's financial statements and the system of internal accounting controls (see the Audit Committee's report on the previous page). Management acknowledges its responsibility to provide financial information that is reliable, representative of the Corporation's operations, and relevant for a meaningful appraisal of the Corporation. We believe that our control process meets this responsibility.
JOSEPH L. CHYTHLOOK Chairman, Board of Directors
JASON METROKIN President and Chief Executive Officer
JEFFREY E. SINZ Senior Vice President & Chief Financial Officer
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CORPORATE PROFILE Bristol Bay Native Corporation has over 9,600 shareholders who are Eskimo, Indian and Aleut. The Bristol Bay region is located 150 miles southwest of Anchorage and is 40,000 square miles in size. BBNC is a diversified company with investment and business holdings in oilfield and industrial services, construction, government services, petroleum distribution, and tourism. BBNC also provides Native allotment surveys under P.L. 93-638 for tribes and rectangular net and 14(c) surveys for the village corporations in the Bristol Bay region.
A special thanks to Misty Nielsen photography and Mark Yezbick for providing photography featured in this years annual report. www.mistynielsenphotography.com
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111 WEST 16TH AVENUE, SUITE 400 ANCHORAGE , AK 99501 TEL 907.278.3602 www.bbnc.net