UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-6027
KAVILCO INCORPORATED
(Exact name of registrant as specified in charter)
1000 Second Avenue, Suite 3320
Seattle, Washington 98104
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (206) 624-6166
Date of fiscal year end: December 31, 2019
Date of reporting period: January 1, 2019 - June 30, 2019
Kavilco Incorporated
Report to Shareholders And Notice of Annual Meeting
2019
June 30, 2019 (unaudited financial statements)
ITEM 1. | HIGHLIGHTS FROM THE 2019 REPORT TO SHAREHOLDERS |
Note to SEC: Kavilco Incorporated is an Alaska Native Corporation that operates under the Investment Company Act of 1940. The Alaska Native Claims Settlement Act, which is our primary regulating authority, places numerous restrictions on the Company's stock. Kavilco's stock can only be transferred by court decree or gifting to a blood relative, and cannot be sold or used as collateral. The following discussion has been edited so that only letters from the CEO and CFO, shareholder meetings announcements, portfolio, and financial issues from Kavilco's report to shareholders are attached to the N-CSRS. Not included are general photos, general articles, and an In Memoriam listing of deceased original shareholders.
46th Annual Meeting of Shareholders
The 46th Annual Meeting of Shareholders is scheduled for Saturday, November 9, 2019 at The Landing in Ketchikan, Alaska.
Registration will take place from 11:00 a.m. to Noon in the Sunny Point conference room.
The shareholder meeting will be from 1:00 pm to 3:00 pm.
The primary items of business are the approval of the Corporation’s independent public accountants and the election of Directors. Directors who are up for re-election this year are Eleanor Hadden, Director, Laird A. Jones, Board Secretary, and Melanie Young, Director. The Board recommends re-election of all three members.
“Your Ballot and Proxy Statement will be mailed in October of this year.” If you are unable to attend the Annual Meeting in Ketchikan it is very important that you MAIL YOUR BALLOT IN, we ask that you vote “discretionary” on the Management Ballot.
We urge you to come to the Annual Meeting of Shareholders. Attendance at the shareholder meetings helps to maintain good communication and understanding.
The Annual Shareholder Dinner will be held in the Sunny Point Conference Room on Saturday, November 9, 2019 in the evening at The Landing in Ketchikan for shareholders, their family, and guests; doors will open at 5:30 pm. There is no charge for dinner, as always.
The Kasaan Haida Heritage Foundation will be holding their auction at the Annual Shareholder Dinner again this year. If you have any items to donate or would like to volunteer to help out at the auction, please contact Jeane Breinig at jeane@gci.net.
Greetings To Our Shareholders From Your President
It seems most of my annual reports start with the surprises found upon returning to Kasaan for the summer and this year was no different. As a matter of fact, there were several surprises starting with the need to replace the 275-gallon fuel tank used for bunkhouse heating.
Several improvements were made on the Kavilco bunkhouse / office this year. In addition to the replacement of the fuel tank, the electric meter was replaced by Alaska Power and Telephone and the electrical panel was replaced by Tongass Electrical of Coffman Cove. Working with OVK (Organized Village of Kasaan), the finishing touches were completed on the painting of the bunkhouse.
Speaking of OVK, their Department of Transportation has completed 90% of the roads to Kavilco Shareholder lots and this has added to the value of these lots; the last 10% of the road construction was interrupted by a land slide blocking the Kasaan road to the Thorne Bay Highway. OVK got the contract to clear the road and build a barrier to block minor slides before they reach Kasaan Road.
Last Frontier Foresters rented out the bunkhouse this summer to house a thinning crew to work on Kavilco’s timber holdings. The work done is important to assist the growth of the next generation of saleable timber.
Speaking of timber, the board of directors has spent many hours looking into the possibility of selling carbon credits. To make a long story short, carbon credits are developed when a company such as Sealaska or Kavilco commit to not harvesting timber or brush land for a specified period of time, such as 75 years. The concept of doing this is simple enough for most companies because most companies are not registered with the Securities Exchange Commission (SEC). Although this SEC registration complicates Kavilco’s interest in Carbon Credits it also adds a huge layer of protection for Kavilco Shareholders.
Work and planning continues at the Whale House Park following the incredibly successful restoration of the Whale House leading to the 2017 rededication celebration that brought eight hundred to a thousand people to Kasaan. Dignitaries from around Southeast also attended the rededication celebration such as Edward Thomas, President Emeritus of Tlingit &Haida Central Council; and Tlingit & Haida Central Council President Richard Peterson as our master of ceremonies to name just a few.
Most recently, the Kasaan Haida Heritage Foundation (KHHF) commissioned Stormy Hamar, lead artist in the Whale House restoration project, to restore the free standing Brown Bear at the park witch stands about six feet. Funds to do this come from the KHHF annual Shareholders dinner and auction. In addition to money raised at the auction, donations made in memory of shareholders no longer with us, brings the total up a substantial amount.
The Brown Bear is just the beginning for the next major project that KHHF has in their sights. The totem poles standing in Whale House Park are all in need of their own restoration; all of which are in different states of disrepair. Hats off to KHHF and OVK for all the work they have done and continue to do.
I would encourage anyone who has not attended our annual meeting and dinner to do so, as it has evolved over the years to become a lot of fun and a good time to meet fellow shareholders.
Sincerely,
/s/ Louis L. Jones, Sr.
Louis L. Jones, Sr., President
Greetings To Our Shareholders From Your CFO
In the March 2019 newsletter it was pointed out that reinvestment risk still plagues Kavilco’s investment income (dividend and interest income). That is, bonds purchased over seven years ago had substantially higher interest rates than are available in today’s bond market. The only alternative is to purchase dividend yielding stocks. Unfortunately, maturing bond yields were substantially higher than stock dividend yields. So far this year a $250,000 bond maturated with a yield of 5.3%. For the remaining part of 2019, $855,000 bonds will mature with yields ranging from 4.16% to 5.3%. Unfortunately, the yields on long dated bonds (pursuant to Kavilco’s investment strategy long-dated bonds have a maturity not to exceed 8 years) range from 1.9% for Treasury bonds to 3.29% investment grade corporate bonds. As usual, it will be very difficult to overcome the loss of interest income from stock dividends. A number of Alaska Native Corporations have sold carbon credits to California corporations that are deemed to emit carbon dioxide and are penalized for their emissions. In order to offset the penalties a timber based corporation conducts a survey by a forester to determine how much carbon can be stored in the trees (referred to as carbon credits). These credits can be sold to California Corporation’s with the requirement not to harvest their timber for, let’s say, 50 years. In 2018 the board of directors entertained three proposals to sell carbon credits. Kavilco’s primary problem dealing with credits is that we are subject to Securities and Exchange along with onerous Internal Revenue Service regulations. Among the rules is a requirement that at least 90 percent of gross income must be derived from dividends, interest, and gains from the sale of stock or securities. Based upon our research, credits are not securities as defined by the regulatory authorities (a primary requirement for all investments).
We are exploring a possible way to sell Kavilco's carbon credits and still be in compliance with the 90 percent income test, however; our CPA’s and legal council will need to review this new strategy. It should be noted that a violation of the income test would have a devastating impact on our earnings and a material erosion of our investments along with cost dealing with the regulatory authorities.
In the Statement of Operations there is an unrealized gain of $3,628,483. This gain relates only to an accounting adjustment that an investment company must include in the financial statements. This gain does not enter into the shareholder dividend calculation because it is not considered a taxable gain pursuant to IRS regulations.
On the taxable income front, which the shareholder dividend is predicated on, earnings from interest and dividends are pretty close to last year’s figures. Once again, maturities on corporate bonds with high yields will depress earnings in the second half of the year. When we started out in this venture some eight years ago the entire portfolio was made up of corporate bonds. With the gradual decline in interest rates and associated risk of default corporate bonds were not an option. Instead, dividend yielding stocks replace interest bearing securities and within the next year Kavilco’s portfolio will be entirely made up of stocks.
Sincerely,
/s/ Scott Burns
Scott Burns, Chief Financial Officer
Financial Statements (Unaudited) June 30, 2019
The unaudited financial statements for the six months ending June 30, 2019 are included in this report.
The audited financial statements dated December 31, 2018, were sent to shareholders on February 23, 2019 and will not be duplicated here. A copy of the audited financial statements can be mailed to shareholders within three working days by contacting Kavilco’s Corporate Secretary at 800.786.9574 or 206.624.6166.
STATEMENT OF ASSETS AND LIABILITIES
ASSETS | |||||
Investments in securities, at fair value (cost $33,977,790) | $ 36,376,348 | ||||
Real estate, at fair value (cost $1,054,089) | 6,077,000 | ||||
Cash and cash equivalents | 68,081 | ||||
Operating lease right-of-use asset | 92,970 | ||||
Interest receivable | 20,734 | ||||
Premises and equipment, net | 12,804 | ||||
Prepaid expenses and other assets | 38,276 | ||||
Total assets | $ 42,686,213 | ||||
LIABILITIES | |||||
Current | |||||
Accounts payable and accrued expenses | $ 22,569 | ||||
Dividends payable | 81,337 | ||||
Operating lease liability | 40,319 | ||||
Total current liabilities | 144,225 | ||||
Operating lease liability - non-current | 53,427 | ||||
Total liabilities | 197,652 | ||||
NET ASSETS | $ 42,488,561 | ||||
Net assets consist of: | |||||
Distributable earnings | $ 3,095,459 | ||||
Contributed capital | 39,393,102 | ||||
Total net assets | $ 42,488,561 | ||||
Net asset value per share of Class A and Class B common | |||||
stock ($42,488,561 divided by 12,000 shares outstanding) | $ 3,540 |
Financial Statements (unaudited) June 30, 2019
SCHEDULE OF INVESTMENTS
Principal Amount or Shares | Fair Value | ||||||
INVESTMENTS IN SECURITIES | |||||||
U.S. Corporate Bonds - 2.3% | |||||||
American Depository Receipts - 0.6% | |||||||
Deutsche Telekom, 6.000%, due July 8, 2019 | 250,000 | $ 250,135 | |||||
Consumer Staples - 0.8% | |||||||
Yum! Brands Inc, 5.300%, due September 15, 2019 | 355,000 | 355,888 | |||||
Information Technology - 0.8% | |||||||
Adobe Systems, Inc., 4.750%, due February 1, 2020 | 100,000 | 101,363 | |||||
Oracle Corp., 5.000%, due July 8, 2019 | 250,000 | 250,102 | |||||
Total Information Technology | 351,465 | ||||||
Total U.S. Corporate Bonds (Cost $955,700) | 957,488 | ||||||
U.S. Common Stock - 81.8% | |||||||
American Depository Receipts - 2.5% | |||||||
Atlantic Power Corp. | 2,700 | 6,534 | |||||
Eaton Corp, PLC | 1,400 | 116,592 | |||||
Enbridge Inc. | 11,193 | 403,844 | |||||
GW Pharmaceuticals, PLC | 300 | 51,717 | |||||
Invesco Limited | 6,300 | 128,898 | |||||
Obsidian Energy, Ltd. | 485 | 577 | |||||
Royal Dutch Shell, PLC | 4,300 | 282,682 | |||||
Schlumberger, Ltd. | 1,200 | 47,688 | |||||
Wheaton Precious Metals Corp. | 700 | 16,926 | |||||
Total American Depository Receipts | 1,055,458 | ||||||
Consumer Discretionary - 0.9% | |||||||
Genuine Parts Co. | 3,400 | 352,172 | |||||
Ryman Hospitality Properties, Inc. | 600 | 48,654 | |||||
Total Consumer Discretionary | 400,826 | ||||||
Consumer Staples - 1.6% | |||||||
Coca Cola Company | 6,700 | 341,164 | |||||
The Kraft Heinz Company | 4,900 | 152,096 | |||||
Proctor & Gamble Co. | 1,800 | 197,370 | |||||
Total Consumer Staples | 690,630 | ||||||
Energy - 3.1% | |||||||
Chevron Corp. | 1,800 | 223,992 | |||||
Diamond Offshore Drilling, Inc. | 1,515 | 13,438 | |||||
Exxon Mobil Corp. | 5,000 | 383,150 | |||||
Kinder Morgan, Inc. | 19,919 | 415,909 | |||||
Phillips 66 | 500 | 46,770 | |||||
Valero Energy Corp. | 570 | 48,798 | |||||
Williams Companies, Inc. | 6,784 | 190,223 | |||||
Total Energy | 1,322,280 | ||||||
Financials - 23.3% | |||||||
AvalonBay Communities, Inc. | 1,750 | 355,565 | |||||
Digital Realty Trust, Inc. | 3,310 | 389,885 | |||||
EPR Properties | 1,900 | 141,721 | |||||
Equity Residential Properties Trust | 3,000 | 227,760 | |||||
Essex Property Trust, Inc. | 400 | 116,772 | |||||
HCP, Inc. | 7,700 | 246,246 | |||||
Healthcare Realty Trust, Inc. | 5,425 | 169,911 | |||||
Highwoods Properties, Inc. | 1,300 | 53,690 | |||||
Hospitality Properties Trust | 13,400 | 335,000 | |||||
Iron Mountain, Inc. | 8,100 | 253,530 | |||||
JP Morgan Chase & Co. | 1,870 | 209,066 | |||||
Kimco Realty Corp. | 5,800 | 107,184 | |||||
Lamar Advertising Company | 6,400 | 516,544 | |||||
Liberty Properties Trust | 16,040 | 802,642 | |||||
LTC Properties, Inc. | 8,330 | 380,348 | |||||
Macerich Company | 1,500 | 50,235 | |||||
Mack Cali Realty Corp. | 5,600 | 130,424 | |||||
National Retail Properties, Inc. | 1,470 | 77,925 | |||||
Omega Healthcare Investors, Inc. | 5,831 | 214,289 | |||||
Prudential Financial, Inc. | 1,000 | 101,000 | |||||
Public Storage, Inc. | 1,000 | 238,170 | |||||
Realty Income Corp. | 12,255 | 845,227 | |||||
Redwood Trust, Inc. | 2,600 | 42,978 | |||||
RMR Group, Inc., The | 274 | 12,873 | |||||
Sabra Health Care REIT, Inc. | 2,970 | 58,479 | |||||
Senior Housing Properties Trust | 10,400 | 86,008 | |||||
Simon Property Group, Inc. | 550 | 87,868 | |||||
Spirit Realty Capital, Inc. | 1,250 | 53,325 | |||||
Stag Industrial, Inc. | 14,530 | 439,387 | |||||
T Rowe Price Group, Inc. | 5,300 | 581,463 | |||||
Tanger Factory Outlet Center | 10,800 | 175,068 | |||||
Ventas, Inc. | 13,200 | 902,220 | |||||
Vornado Realty Trust | 2,500 | 160,250 | |||||
Washington REIT | 6,600 | 176,418 | |||||
Wells Fargo & Co. | 9,540 | 451,433 | |||||
Welltower, Inc. | 8,810 | 718,279 | |||||
Total Financials | 9,909,183 | ||||||
Health Care - 2.8% | |||||||
Abbvie, Inc. | 1,000 | 72,720 | |||||
Amgen, Inc. | 2,380 | 438,587 | |||||
Bristol Myers Squibb | 6,900 | 312,915 | |||||
Merck & Co, Inc. | 3,125 | 262,031 | |||||
Pfizer, Inc. | 2,500 | 108,300 | |||||
Total Health Care | 1,194,553 | ||||||
Industrials - 1.6% | |||||||
General Electric Co. | 24,550 | 257,775 | |||||
Pitney Bowes, Inc. | 3,000 | 12,840 | |||||
United Parcel Service | 3,670 | 379,001 | |||||
Wabtec Corp | 131 | 9,401 | |||||
Total Industrials | 659,017 | ||||||
Information Technology - 4.0% | |||||||
Cisco Systems, Inc. | 6,250 | 342,063 | |||||
International Business Machines (IBM) Corp. | 3,870 | 533,673 | |||||
Paychex, Inc. | 9,925 | 816,728 | |||||
Total Information Technology | 1,692,464 | ||||||
Master Limited Partnerships - 6.6% | |||||||
Amerigas Partners LP | 7,230 | 251,893 | |||||
Blackstone Group LP | 11,800 | 524,156 | |||||
Buckeye Partners LP | 6,472 | 265,676 | |||||
CVR Partners LP | 4,760 | 19,468 | |||||
Energy Transfer Partners LP | 15,960 | 224,717 | |||||
Enterprise Products Partners LP | 18,600 | 536,982 | |||||
Magellan Midstream Partners LP | 7,600 | 486,400 | |||||
MPLX LP | 2,180 | 70,174 | |||||
Nustar Energy LP | 4,100 | 111,274 | |||||
Plains All American Pipeline LP | 3,914 | 95,306 | |||||
Suburban Propane Partners LP | 3,200 | 77,728 | |||||
Targa Resources Corp. | 1,160 | 45,542 | |||||
TC Pipelines LP | 2,300 | 86,526 | |||||
Total Master Limited Partnerships | 2,795,842 | ||||||
Materials - 0.2% | |||||||
International Paper Co | 1,900 | 82,308 | |||||
Mutual Funds - 2.3% | |||||||
Blackrock Global Floating Rate Income Fund | 3,179 | 39,483 | |||||
John Hancock Preferred Income Fund | 3,284 | 76,090 | |||||
iShares Investment Grade Corp. Bonds | 640 | 79,597 | |||||
iShares US Preferred ETF | 2,516 | 92,715 | |||||
iShares 1-3 Year Treasury Bond | 7,200 | 610,416 | |||||
SPDR Barclays High Yield Bond ETF | 866 | 94,342 | |||||
Total Mutual Funds | 992,643 | ||||||
Telecommunication Services - 6.4% | |||||||
AT & T, Inc. | 29,570 | 990,891 | |||||
Centurylink, Inc. | 6,900 | 81,144 | |||||
Consolidated Communications | 9,600 | 47,328 | |||||
Verizon Communications | 28,110 | 1,605,925 | |||||
Total Telecommunication Services | 2,725,288 | ||||||
Utilities - 26.4% | |||||||
Alliant Energy Corp. | 14,900 | 731,292 | |||||
American Electric Power, Inc. | 8,240 | 725,202 | |||||
Centerpoint Energy, Inc. | 19,800 | 566,874 | |||||
Consolidated Edison, Inc. | 8,100 | 710,208 | |||||
Dominion Energy, Inc. | 10,900 | 842,788 | |||||
Duke Energy Corp. | 9,095 | 802,543 | |||||
Entergy Corp. | 4,170 | 429,218 | |||||
Eversource Energy | 10,481 | 794,041 | |||||
Exelon Corp. | 6,500 | 311,610 | |||||
Firstenergy Corp. | 7,605 | 325,570 | |||||
NextEra Energy, Inc. | 3,170 | 649,406 | |||||
OGE Energy Corp. | 8,900 | 378,784 | |||||
Oneok Inc. | 1,600 | 110,096 | |||||
PPL Corporation | 13,945 | 432,435 | |||||
Public Service Enterprise Group, Inc. | 12,000 | 705,840 | |||||
Sempra Energy Corp. | 1,740 | 239,146 | |||||
Southern Company | 14,730 | 814,274 | |||||
WEC Energy Group, Inc. | 10,840 | 903,731 | |||||
Xcel Energy, Inc. | 12,770 | 759,687 | |||||
Total Utilities | 11,232,745 | ||||||
Total U.S. Common Stock (Cost $32,356,467) | 34,753,237 | ||||||
Cash Equivalents - 1.6% | |||||||
Total Cash Equivalents (Cost $665,623) | 665,623 | ||||||
Other Net Assets - 14.4% | |||||||
Total Other Net Assets ($6,112,213) | $ 6,112,213 | ||||||
TOTAL NET ASSETS (Cost $40,090,003) | $ 42,488,561 |
Financial Statements (Unaudited) June 30, 2019
STATEMENT OF OPERATIONS
Investment Income | |||||
Interest | $ 34,053 | ||||
Dividends | 661,905 | ||||
Total investment income | 695,958 | ||||
Expenses | |||||
Salaries and benefits | 183,021 | ||||
Directors' compensation and expenses | 124,041 | ||||
General and administrative | 49,856 | ||||
Insurance | 41,077 | ||||
Lease expense | 22,321 | ||||
Professional fees | 24,987 | ||||
Custodian | 5,814 | ||||
Total expenses | 451,117 | ||||
Net investment income | 244,841 | ||||
Unrealized Gain on Investments | |||||
Net change in unrealized appreciation on investments | 3,628,483 | ||||
Total unrealized appreciation on investments | 3,628,483 | ||||
Net Operating Gain | 3,873,324 | ||||
Other Income and Expense, net | 200,375 | ||||
Net Increase in Net Assets Resulting From Operations | $ 4,073,699 |
STATEMENT OF CHANGES IN NET ASSETS
Financial Statements (Unaudited) June 30, 2019
June 30, 2018 | June 30, 2017 | ||||||
Increase (Decrease) in Net Assets from Operations | |||||||
Net investment income | $ 258,872 | $ 297,725 | |||||
Net realized loss on investments | (17,728) | 38,222 | |||||
Net change in unrealized depreciation on investments | (1,161,635) | (202,430) | |||||
Other income and expense, net | 142,740 | 64,380 | |||||
Net increase (decrease) in net assets resulting from operations | (777,751) | 197,897 | |||||
Dividends and Distributions to Shareholders | (132,000) | (204,000) | |||||
Total decrease in net assets | (909,751) | (6,103) | |||||
Net Assets | |||||||
Beginning of year | 40,872,380 | 40,899,928 | |||||
Six months ending June 30, 2018 and 2017 (includes undistributed | |||||||
ordinary (loss) income of ($1,913,942) and $65,258, respectively) | $ 39,962,629 | $ 40,893,825 |
FINANCIAL HIGHLIGHTS
Financial Statements (Unaudted) June 30, 2019
Per share operating performance (for a share of Class A and Class B capital stock outstanding): | |||||||||||||||||
Six Months Ended | Years Ended | ||||||||||||||||
June 30, 2019 | June 30, 2018 | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||
Net asset value, beginning of year | $ 3,230 | $ 3,406 | $ 3,406 | $ 3,408 | $ 3,096 | $ 3,381 | $ 3,321 | ||||||||||
Income from investment and real estate operations | |||||||||||||||||
Net investment income | 20 | 22 | 53 | 56 | 68 | 72 | 83 | ||||||||||
Net realized and unrealized appreciation (depreciation) | |||||||||||||||||
on investment and real estate transactions | 302 | (99) | (165) | 32 | 335 | (267) | 64 | ||||||||||
Net other income | 17 | 12 | 17 | 10 | 14 | 17 | 16 | ||||||||||
Total from investment and real estate operations | 339 | (65) | (95) | 98 | 417 | (178) | 163 | ||||||||||
Less dividends and distributions | (29) | (11) | (81) | (100) | (105) | (107) | (103) | ||||||||||
Net asset value, end of year | 3,540 | $ 3,330 | $ 3,230 | $ 3,406 | $ 3,408 | $ 3,096 | $ 3,381 | ||||||||||
Total return | 9.58% | (1.95)% | (2.94)% | 2.88% | 12.24% | (5.77)% | 4.82% | ||||||||||
Supplemental Data: | |||||||||||||||||
Net assets, end of period (in thousands) | $ 42,488 | $ 39,963 | $ 38,763 | $ 40,872 | $ 40,900 | $ 37,154 | $ 40,577 | ||||||||||
Ratio to average net assets | |||||||||||||||||
Expenses | 1.11% | 1.10% | 2.22% | 2.08% | 2.08% | 2.29% | 2.03% | ||||||||||
Net investment income | 0.60% | 0.64% | 1.59% | 1.63% | 2.10% | 2.24% | 2.46% | ||||||||||
Portfolio turnover rate | 0.75% | 2.19% | 11.81% | 29.18% | 15.39% | 8.85% | 11.00% | ||||||||||
Financial Statements (Unaudited) June 30, 2019 ~ Notes
Note 1. Organization
Kavilco Incorporated ("the Company") is a village corporation within the Sealaska region organized on November 13, 1973, pursuant to the Alaska Native Claims Settlement Act ("ANCSA") of 1971. Under ANCSA, the Native claims to land in Alaska were settled in exchange for part of the state's land and compensation. Settlement benefits were given to Natives of Alaska villages in the form of ownership shares in village corporations that were organized pursuant to ANCSA. The Company was organized for the purpose of securing and administering the land and benefits for the Natives of the Kasaan village in Alaska. Contributed capital includes receipts from the U.S. government and the state of Alaska under provisions of ANCSA.
On November 1, 1989, the Company began to operate as a self-managed, closed end management investment company, as defined by the Investment Company Act of 1940 ("the Act"). The Company is subject to various restrictions imposed by the Act and the Internal Revenue Code, including restrictions on borrowing, dividend, distribution policies, operations, and reporting requirements. The Company's investment decisions focus primarily on large-cap dividend equity investments and fixed income investments, are made by management under the direction of the Board of Directors.
Note 2. Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on deposit with banks. The Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents. The Company has cash balances in excess of federally insured limits.
Valuation of Investments
All investments are recorded at estimated fair value, as described in Note 3.
Investment Transactions and Income
Investment transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are computed using the last in, first out (“LIFO”) method. Interest income is recorded on an accrual basis as adjusted for the amortization of discounts and premiums using the effective interest method. Premiums and discounts, including original issue discounts, are amortized for both tax and financial reporting purposes. Dividend income is recorded as of the ex-dividend date. Unrealized gains and losses are included in the statement of operations.
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the statement of assets and liabilities.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s office lease does not provide an implicit rate; therefore, the Company used its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Federal Income Taxes
The Company files income tax returns in the U.S. federal jurisdiction and Alaska State.
The Company's policy is to continue to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute at least 90% of its net investment taxable income to its shareholders. Generally, no federal income tax provision is required for the Company.
The Company records a liability, if any, for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. No liability has been recorded for uncertain tax positions or related interest or penalties as of June 30, 2019.
Dividends and Distributions to Shareholders
Dividends and distributions to shareholders are recorded on the payable date. Dividends are generally declared and paid twice a year. Capital gain distributions are generally declared and paid annually. The timing and characterization of certain income and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with accounting principles generally accepted in the United States.
Directors' Compensation and Expenses
Each member of the Board of Directors receives compensation for each board meeting attended during the year, in addition to a per diem allowance. Directors are also reimbursed for such expenses as accommodation, airfare, and car rental related to Board meetings. In addition to meeting related expenses, the Company pays for the medical insurance of certain directors.
Note 3. Fair Value Measurements
Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market based measurement determined based on assumptions that market participants would use in pricing an asset or liability. There are three levels that prioritize the inputs used in measuring fair value as follows:
· Level 1: Observable market inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities;
· Level 2: Observable market inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
· Level 3: Unobservable inputs where there is little or no market data, which require the reporting entity to develop its own assumptions.
An asset's or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for assets measured at fair value, including a general description of the asset.
Equity securities (common stock)
Securities traded on a national securities exchange (or reported on the NASDAQ national market) are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.
Corporate bonds
The fair value of corporate bonds is estimated using various techniques, which may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, fundamental data relating to the issuer, and credit default swap spreads. Corporate bonds are generally categorized in Level 2 of the fair value hierarchy.
Real Estate
Real estate represents entitlement to the surface estate of real property, for which no readily available market quotation exists. Fair value of real estate is determined by management based on a Certified Forester's opinion as to the current value and status of the land, along with other factors. Other relevant factors include the lack of commercially viable timber due to previous harvest, amount of capital expenditures required for the future growth of timber, location of the property, recent sales of similar real property in the region and market demand and supply for this type of real property during the valuation process. Real estate is included in Level 3 of the fair value hierarchy.
The following table presents information about the Company's investments in securities and real estate measured at fair value as of June 30, 2019:
Level 1 | Level 2 | Level 3 | Balance | ||||||||
Investments in Securities | |||||||||||
U.S. Corporate Bonds | $ - | $ 957,488 | $ - | $ 957,488 | |||||||
U.S. Common Stock | 34,753,237 | 34,753,237 | |||||||||
Money Market Fund | 665,623 | 665,623 | |||||||||
$ 35,418,860 | $ 957,488 | $ - | $ 36,376,348 | ||||||||
Real Estate | $ - | $ - | $ 6,077,000 | $ 6,077,000 | |||||||
The Company recognizes transfers between Level 1 and 2 at the end of the reporting period. As of June 30, 2019, no significant transfers between Level 1 or 2 occurred.
At June 30, 2019, there were no realized gain (loss), cost of purchases, proceeds from sales, or transfers in or out of Level 3 at the end of the reporting period. Refer to Note 4 (Real Estate) for a description of the fair value of the real estate and any unrealized gain (loss) during the periods presented in these financial statements.
Note 4. Real Estate
At June 30, 2019, the Company owns fee title to the surface estate of 22,946 acres of real estate located in southeast Alaska.
As of June 30, 2019, there is no commercially viable timber on the real estate and the Company has no outstanding timber agreements. The last harvest and sale of timber from this land was in 2001.
The financial statements include real estate valued at $6,077,000 in 2018, the value of which was determined by an independent appraisal. There was no change in the value at June 30, 2019 from December 31, 2018.
Note 5. Trading Risk
In the normal course of business, the Company enters into financial transactions involving instruments where there is risk of potential loss due to changes in the market (market risk) or failure of the other party to the transaction to perform (credit risk).
Market risk is the potential change in value caused by fluctuations in market prices of an underlying financial instrument. Subsequent market fluctuations may require selling investments at prices that differ from the values reflected on the statement of assets and liabilities. Market risk is directly impacted by the volatility and liquidity in the markets in which financial instruments are traded. The Company's exposure to market risk may be increased in that a significant portion of its assets may be invested in a relatively small number of investment positions at any one time. Accordingly, appreciation or depreciation in value of investment positions may have a more significant effect on the value of the Company's portfolio than would be the case in a more diversified or hedged portfolio.
Credit risk is the possibility that a loss may occur due to the failure of the counterparty to perform according to the terms of a contract. The Company's exposure to credit risk associated with counterparty nonperformance includes cash deposits that may exceed applicable insurance limits. The Company seeks to control such credit risk by maintaining deposits with only high quality financial institutions and trading exchange traded financial instruments, which generally do not give rise to significant counterparty exposure due to the requirements of the individual exchanges.
Note 6. Investment Transactions
Purchases of investment securities (common stock and publicly traded partnerships) aggregated $2,760,248 for the six month period ended June 30, 2019 and sales and maturities of investment securities (consisting of corporate bonds) aggregated $250,000 for the six month period ended June 30, 2019.
The U.S. federal income tax basis of the Company's investments is the same as for financial reporting purposes. The gross unrealized appreciation and gross unrealized depreciation for U.S. federal income tax purposes is $5,269,039 and $2,870,481, respectively, as of June 30, 2019.
Note 7. Premises and Equipment
The following is a summary of premises and equipment at June 30, 2019:
Building | $ 170,601 |
Furniture, fixtures, and equipment | 82,613 |
253,214 | |
Less accumulated depreciation | (240,410) |
$ 12,804 |
All assets are recorded at cost less accumulated depreciation. Depreciation is computed on the method over the estimated useful lives of the related assets, which range from 5 to 15 years. Depreciation expense was $3,024 for the six months ended June 30, 2019.
Note 8. Lease Obligation
The Company leases office space under a 5 year non-cancelable operating lease agreement, which terminates September 30, 2021. The Company used an incremental borrowing rate of 2.58% resulting in an operating lease right-of-use asset of $192,551 at inception of the lease. Future minimum lease commitments under this non-cancelable operating lease are as follows:
2019 | $ 20,988 |
2020 | 42,843 |
2021 | 32,787 |
$ 96,618 |
Operating lease expense for the six months ended June 30, 2019 was $22,321.
Note 9. Net Assets
Upon organization of the Company, 100 shares of common stock (Class A) were issued to each qualified shareholder enrolled in the Company pursuant to ANCSA. The Company utilized a roll comprising 120 Alaska Natives eligible to receive stock certificates as certified by the U.S. Secretary of the Interior. Under the provisions of ANCSA, stock dividends paid or other stock grants are restricted, and the stock may not be sold, pledged, assigned, or otherwise alienated, except in certain circumstances by court decree or death, unless approved by a majority of the shareholders. The stock carries voting rights only if the holder hereof is an eligible Alaska Native. Nonvoting common stock (Class B) is issued to non-Native persons who inherit stock or are gifted stock.
The Company's capital structure is as follows:
· Common stock:
- Class A, no par value - Authorized, 1,000,000 shares; issued and outstanding, 11,082.84 shares
- Class B, no par value - Authorized, 500,000 shares; issued and outstanding, 917.17 shares
Note 10. Dividends and Distributions to Shareholders
On March 15, 2019, a distribution of $29.00 per share was declared. The dividend was paid on March 21, 2019, to shareholders of record on March 18, 2019.
The tax character of distributions paid during the six months ended June 30, 2019 and the years ended December 31, 2018 and 2017 were as follows:
June 30, 2019 | 2018 | 2017 | ||||
Distributions paid from: | ||||||
Ordinary income | $ 348,000 | $ 420,895 | $ 994,366 | |||
Long-term capital gain | - | 551,106 | 205,635 | |||
$ 348,000 | $ 972,001 | $ 1,200,001 |
As of June 30, 2019 and the years ended December 31, 2018 and 2017, the components of distributable earnings on a tax basis were as follows:
June 30, 2019 | 2018 | 2017 | ||||
Undistributed ordinary income | $ 471,106 | $ 373,890 | $ 157,444 | |||
Net unrealized appreciation (depreciation) on: | ||||||
Investments | (2,398,558) | (1,219,778) | 1,130,842 | |||
Real estate | 5,022,911 | 5,022,911 | 4,885,816 | |||
$ 3,095,459 | $ 4,177,023 | $ 6,174,102 |
Note 11. Schedule of Investments
Investments are categorized by type, country, and industry. The industry category represents management's belief as to the most meaningful presentation of the classification of the principal business of the investees. The percentage of net assets is computed by dividing the fair value of each category by net assets.
Note 12. Pension Plan
Employees of the Company are covered by a defined contribution pension plan. The Company contributes 20% of each participant's compensation to the plan. The Company's contributions during the year ended June 30, 2019, totaled $21,168.
Note 13. Other Income and Expense
The Company earned income of $188,400 for the six month period ended June 30, 2019, respectfully, as a result of ANCSA Section 7(i), which requires regional corporations to distribute 70% of any net revenues derived from timber resources and the subsurface estate to other regional corporations, which then redistribute under Section 7(j) 50% of such amounts to the village corporations and at large shareholders.
Other income also includes $11,975 of lease and rental income for the six months ended June 30, 2019.
Officers and Directors
Louis Jones, Sr., President
Marie Miller, Vice President
Laird A. Jones, Secretary
Scott Burns, Chief Financial Officer
Jeane Breinig, Director
Kenneth Gordon, Director
Eleanor Hadden, Director
Ramona Hamar, Director
Frederick O. Olsen, Jr., Director
Melanie Young, Director
32 Years of Dividend Distributions
1980 INITIAL DISTRIBUTION | $3,000,000 |
1981 Debenture | 1,200,000 |
1981 Alaska Native Fund | 283,282 |
1982 Debenture | 1,200,000 |
1983 Alaska Native Fund | 69,940 |
1983 Debenture | 1,200,000 |
1984 Debenture | 1,200,000 |
1984 Dividend | 120,000 |
1985 Debenture | 1,200,000 |
1986 Dividend | 120,000 |
1986 Debenture | 1,200,000 |
1987 Debenture | 1,200,000 |
1987 Property Dividend | 236,066 |
1987 Dividend | 120,000 |
1988 Debenture | 1,200,000 |
1989 Debenture | 1,200,000 |
1989 Dividend | 240,000 |
1990 Debenture | 1,200,000 |
1990 Dividend | 600,000 |
1991 Dividends | 1,080,000 |
1992 Dividends | 960,000 |
1993 Dividends | 1,214,400 |
1994 Dividends | 1,248,300 |
1995 Dividends | 1,728,000 |
1996 Dividends | 1,927,680 |
1997 Dividends | 1,992,000 |
1998 Dividends | 1,956,003 |
1999 Dividends | 2,027,167 |
2000 Dividends | 1,811,000 |
2001 Dividends | 1,932,000 |
2002 Dividends | 1,764,000 |
2003 Dividends | 1,650,000 |
2004 Dividends | 1,215,000 |
2005 Dividends | 1,009,200 |
2006 Dividends | 1,065,000 |
2007 Dividends | 1,188,001 |
2008 Dividends | 1,140,000 |
2009 Dividends | 1,236,000 |
2010 Dividends | 1,032,000 |
2011 Dividends | 1,080,000 |
2012 Dividends | 1,085,899 |
2013 Dividends | 1,369,200 |
2014 Dividends | 1,239,240 |
2015 Dividends | 1,284,000 |
2016 Dividends | 1,260,000 |
2017 Dividends | 1,200,000 |
2018 Dividends | 972,000 |
Total Distributions | $55,455,128 |
Per 120 Original Shareholders |
$462,128 |
ITEM 2. | CODE OF ETHICS. |
ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable when filing a semi-annual report to shareholders.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable when filing a semi-annual report to shareholders.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable when filing a semi-annual report to shareholders.
ITEM 6. | SCHEDULE OF INVESTMENTS. |
Please see Schedule of Investments contained in the Report to Shareholders filed under Item 1 of this Form N-CSRS.
ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable when filing a semi-annual report to shareholders.
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable when filing a semi-annual report to shareholders.
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
The Alaska Native Claims Settlement Act (ANCSA), which is our primary regulating authority, places numerous restrictions on the Company's stock. Kavilco's stock was given to its shareholders. It can only be transferred by court decree or gifting to a blood relative and cannot be sold or used as collateral. There is no provision in the ANCSA regulations for repurchase of shares.
ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
No matters were voted on by shareholders during the period covered by this report.
ITEM 11. | CONTROLS AND PROCEDURES. |
(a) The registrant's President and Chief Financial Officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.
(b) There were no changes in the registrant's internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12. | EXHIBITS. |
The following exhibits are attached to this Form N-CSRS:
EXHIBIT NO. |
DESCRIPTION OF EXHIBIT |
|
12(a)(1) |
Certification of President | |
12(a)(2) |
Certification of Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By: /s/ Louis L. Jones, Sr.
Louis L. Jones, Sr.
President
___________________________________
Date: August 23, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Scott Burns
Scott Burns
Chief Financial Officer
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Exhibit 12 (a) (1)
CERTIFICATIONS
I, Louis L. Jones, Sr., certify that:
1. I have reviewed this report on Form N-CSRS of Kavilco Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed to the registrants auditors and the registrant's board of directors acting as the audit committee (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
/s/ Louis L. Jones, Sr. |
Louis L. Jones, Sr. |
President |
Date: August 23, 2019
Exhibit 12 (a) (2)
CERTIFICATIONS
I, Scott Burns, certify that:
1. I have reviewed this report on Form N-CSRS of Kavilco Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed to the registrants auditors and the registrant's board of directors acting as the audit committee (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
/s/ Scott Burns |
Scott Burns |
Chief Financial Officer |
Date: August 23, 2019