Diligence Questions & Considerations
Quick Kill Criteria — Evaluate These Before Full Diligence
If ANY of the following three conditions are present, pause full diligence and escalate to credit committee before proceeding. These are deal-killers that no amount of mitigants can overcome:
- KILL CRITERION 1 — UNIT ECONOMICS / MARGIN FLOOR: Trailing 12-month gross margin below 8% for a commodity processor or below 12% for a value-added operator — at these levels, operating cash flow cannot service even minimal debt obligations given the industry's 35–45% fixed cost base, and historical data shows that leveraged processors operating below these thresholds in poor biomass years (such as 2023's below-average Bristol Bay return of 56 million fish) have been unable to maintain covenant compliance without lender forbearance or restructuring.
- KILL CRITERION 2 — CUSTOMER / REVENUE CONCENTRATION: Single customer or single export market exceeding 50% of trailing 12-month revenue without a multi-year take-or-pay contract with a creditworthy counterparty — in an industry where the primary export market (Japan) carries JPY/USD currency risk and a single species failure can eliminate a processing season's revenue, this concentration level creates unacceptable single-event default risk with no viable operational hedge.
- KILL CRITERION 3 — REGULATORY / VESSEL VIABILITY: Floating processor barge with expired or suspended USCG Certificate of Inspection (COI) or lapsed ABS class certification, or shore-based facility with unresolved FDA HACCP non-compliance or active Import Alert listing — at industry asset replacement costs of $15–50 million per floating processor and $10–30 million per shore-based plant, a regulatory shutdown creates an immediate collateral impairment event and operational default with no cure timeline the lender can control.
If the borrower passes all three, proceed to full diligence framework below.
Credit Diligence Framework
Purpose: This framework provides loan officers with structured due diligence questions, verification approaches, and red flag identification specifically tailored for Wild-Caught Seafood Processing and Cold Chain Logistics (NAICS 311710) credit analysis. Given the industry's acute seasonal revenue concentration, biomass-driven volume volatility, regulatory complexity (USCG, ADF&G, FDA/HACCP, NOAA), and thin processing margins, lenders must conduct enhanced diligence beyond standard commercial lending frameworks.
Framework Organization: Questions are organized across six diligence sections: Business Model & Strategy (I), Financial Performance (II), Operations & Technology (III), Market Position & Customers (IV), Management & Governance (V), and Collateral & Security (VI), followed by a Borrower Information Request Template (VII) and Early Warning Indicator Dashboard (VIII). Each question includes the inquiry, rationale, key metrics, verification approach, red flags, and deal structure implications.
Industry Context: The single most significant credit event in the recent cycle was Bumble Bee Foods' Chapter 11 bankruptcy filing on November 21, 2019, carrying approximately $1.6 billion in debt following a $25 million criminal fine for tuna price-fixing, demonstrating how regulatory/legal liability compounds commodity price pressure and leverage to impair debt service capacity even in established branded operators. Bumble Bee was acquired by FCF Co., Ltd. (Taiwan) for approximately $928 million in 2020, representing a meaningful loss to senior creditors relative to pre-distress enterprise value. Beyond this headline event, the Cook Inlet commercial salmon fishery has experienced effective multi-year closure under ADF&G escapement management, with commercial setnetters reporting average annual earnings of only $6,452 — a figure that signals acute upstream supply disruption risk for any processor historically dependent on Cook Inlet volume and establishes the regulatory shutdown scenario as a real, not theoretical, credit risk.[61]
Industry Failure Mode Analysis
The following table summarizes the most common pathways to borrower default in Wild-Caught Seafood Processing based on historical distress events and industry operating patterns. The diligence questions below are structured to probe each failure mode directly.
Common Default Pathways in Wild-Caught Seafood Processing — Historical Distress Analysis (2019–2026)
| Failure Mode |
Observed Frequency |
First Warning Signal |
Average Lead Time Before Default |
Key Diligence Question |
| Biomass Collapse / Quota Restriction — Volume Cliff |
High — primary driver of DSCR compression in poor harvest years; Cook Inlet closure is a live example |
ADF&G in-season emergency closure orders or below-forecast pre-season run projections from NOAA |
30–90 days from closure order to DSCR breach for leveraged operators |
Q1.1, Q2.3 |
| Regulatory / Compliance Shutdown — USCG COI, FDA HACCP, or ABS Class Suspension |
Medium — most common for aging floating processor fleet and smaller shore-based operators |
Deferred maintenance capex below 3% of asset value for 2+ consecutive years; COI survey overdue |
60–180 days from first inspection deficiency to operational shutdown |
Q3.1, Q3.2 |
| Working Capital Liquidity Trap — Seasonal Cash Flow Mismatch |
High — structural feature of 90-day revenue concentration; acute for undercapitalized processors |
Working capital line fully drawn pre-season with inventory turnover below 4x annualized |
One processing season (3–6 months) from liquidity crisis to default |
Q2.2, Q2.4 |
| Customer / Export Market Concentration — Single-Event Revenue Collapse |
Medium — particularly acute for processors dependent on Japanese roe (ikura) export premium |
Top customer or export market share increasing above 40% without contract renewal confirmation |
6–18 months from customer loss signal to default |
Q4.1, Q4.2 |
| Regulatory / Legal Liability Compounding — Bumble Bee Pattern |
Low frequency but catastrophic severity — Bumble Bee ($1.6B debt, $25M fine) is the benchmark |
DOJ/FTC inquiry, FDA Import Alert listing, or civil litigation with uncapped liability exposure |
12–36 months from regulatory action to bankruptcy filing |
Q2.5, Q5.3 |
I. Business Model & Strategic Viability
Core Business Model Assessment
Question 1.1: What is the borrower's processing capacity utilization rate by species and facility, and what is the minimum viable throughput volume required to cover fixed costs and service debt at the proposed leverage level?
Rationale: Processing capacity utilization is the single most predictive operational metric for revenue adequacy in this industry. Fixed costs (plant, vessels, regulatory compliance, management) represent 35–45% of total costs, meaning a 20% volume decline from quota restrictions or poor salmon returns can eliminate processor margins entirely. The Cook Inlet commercial salmon fishery's effective multi-year closure demonstrates that a 100% volume loss from a single fishery is a real scenario, not a stress test abstraction — processors historically dependent on Cook Inlet volume faced immediate fixed cost coverage crises with no operational lever to pull during the closure season.[61]
Key Metrics to Request:
- Monthly processing throughput by species (pounds processed) vs. nameplate capacity — trailing 36 months: target utilization ≥70%, watch <60%, red-line <50%
- Fixed cost base as % of total costs — target ≤40%, watch 40–45%, red-line >45%
- Breakeven processing volume (pounds) at current cost structure and prevailing ex-vessel prices
- Species diversification index: no single species >60% of throughput volume without multi-species fallback capacity
- Historical utilization in worst biomass year on record (2023 Bristol Bay at 56M fish is the recent stress benchmark)
Verification Approach: Request 36 months of monthly production logs by species and facility. Cross-reference against utility bills — refrigeration and processing energy consumption correlates directly with throughput and cannot be easily manipulated. Compare against shipping manifests, customer invoices, and ADF&G fish ticket records (publicly available by permit holder) to detect inventory inflation versus actual delivered production. For floating processors, USCG vessel movement logs can confirm operational periods.
Red Flags:
- Utilization below 55% for two or more consecutive seasons — at this level, fixed cost absorption is insufficient to generate positive EBITDA at industry median margins
- Single-species concentration above 70% of throughput without documented alternative species capability and supply relationships
- Processing volume projections for the loan period that assume biomass returns at or above the 10-year average without stress scenario modeling
- Inability to provide ADF&G fish ticket data consistent with stated processing volumes — a reconciliation failure is a serious integrity concern
- No documented contingency plan for a 40% biomass reduction scenario (the NOAA-recommended stress haircut for climate-driven variability)
Deal Structure Implication: If utilization history shows any season below 60%, require a debt service reserve fund equal to six months of principal and interest funded at close, sized to cover the gap between projected and stress-case DSCR in a poor biomass year.
Question 1.2: How diversified is the revenue base across species, product form (fresh, frozen, canned, value-added), processing channel (shore-based vs. floating), and export market geography, and what is the margin differential between commodity and value-added product lines?
Rationale: Revenue diversification is a primary differentiator between viable and distressed operators in this industry. Commodity-only processors (bulk frozen pink or chum salmon) operate at 3–6% EBITDA margins with no pricing power buffer, while value-added and premium-branded operators (ULT-frozen sockeye, MSC-certified retail, Copper River premium) achieve 7–12% EBITDA margins. The margin differential directly determines whether a borrower can service debt through a below-average biomass year without covenant breach.[62]
Key Documentation:
- Revenue breakdown by species, product form, and channel — trailing 36 months with margin by line
- Export market revenue by geography (Japan, EU, China, domestic) with currency denomination
- Value-added product revenue as % of total: target ≥30%, watch <20%, red-line <10%
- MSC or equivalent sustainability certification status — premium channel access prerequisite
- Roe (ikura) revenue as % of total for sockeye/chum processors — high-margin but acutely seasonal and JPY-exposed
Verification Approach: Cross-reference ERP sales reports with accounts receivable aging by customer to confirm no single customer is hidden across multiple billing entities. Verify export revenue claims against NOAA Seafood Inspection Program export certificates and customs export records. Request currency denomination of all export contracts — yen-denominated contracts carry hidden FX risk not visible in USD-reported revenue.
Red Flags:
- Greater than 80% of revenue from a single species in commodity bulk frozen form with no value-added roadmap
- Roe revenue exceeding 25% of total EBITDA without forward sales contracts or FX hedging — ikura pricing is volatile and JPY/USD exposure is unhedged for most mid-size operators
- Zero MSC or equivalent certification — effectively excludes borrower from premium retail and EU export channels
- Revenue from China re-processing channel exceeding 20% of total — elevated trade policy and tariff risk
- No documented strategy for improving product mix toward value-added despite margin compression in commodity channels
Deal Structure Implication: Require a product mix covenant: value-added and premium-certified revenue must represent a minimum of 20% of trailing 12-month revenue within 24 months of loan close, with quarterly reporting.
Question 1.3: What are the actual unit economics per pound of processed product by species, and do they support debt service at the proposed leverage level under industry median — not borrower-projected — biomass and price assumptions?
Rationale: Projection models submitted by Alaska seafood processor borrowers systematically overestimate ex-vessel price recovery and underestimate labor and energy cost inflation. The 2023 season — with Bristol Bay returns 7% below the 10-year average and simultaneous fuel and packaging cost elevation — produced below-average margins for most processors despite management projections prepared pre-season that assumed median returns. Lenders must independently build unit economics from ADF&G ex-vessel price data and NOAA harvest statistics rather than anchoring to borrower projections.[63]
Critical Metrics to Validate:
- Ex-vessel cost per pound by species vs. ADF&G published statewide averages — borrower cost should be within 10% of published benchmarks
- Processing cost per pound (labor + overhead) — industry range $0.35–$0.65/lb for commodity salmon; value-added $0.55–$0.90/lb
- Net realized price per pound by product form vs. USDA/NOAA published market prices
- Contribution margin per pound: target ≥$0.15/lb for commodity, ≥$0.30/lb for value-added
- Breakeven ex-vessel price at current cost structure — must be below ADF&G historical 10th percentile price for each species
Verification Approach: Build the unit economics model independently from ADF&G ex-vessel price databases, NOAA harvest volume data, and BLS wage data for seafood processing occupations. Reconcile to the borrower's actual P&L — if the independently built model produces materially different results, investigate the gap before proceeding. Request ADF&G fish tickets (available by permit) to verify actual harvest volumes and ex-vessel prices paid.[64]
Red Flags:
- Projected ex-vessel prices more than 15% above ADF&G trailing 5-year averages without contracted price support
- Processing cost per pound below $0.30/lb for remote Alaska operations — likely understates true fully-loaded cost including H-2B visa, housing, and transportation
- Contribution margin per pound that turns negative under a 20% ex-vessel price increase scenario (competitive bidding risk in strong biomass years)
- No sensitivity analysis showing DSCR at ADF&G 10th percentile ex-vessel prices for each primary species
- Unit economics that improve dramatically in years 2–3 of the projection without a specific operational trigger
Deal Structure Implication: Base DSCR covenant on lender's independently built unit economics model using ADF&G median ex-vessel prices — not the borrower's optimistic case — and set the covenant floor at 1.20x with a 90-day cure period.
Wild-Caught Seafood Processing Credit Underwriting Decision Matrix[62]
| Performance Metric |
Proceed (Strong) |
Proceed with Conditions |
Escalate to Committee |
Decline Threshold |
| Processing Capacity Utilization (trailing 2 seasons average) |
≥75% |
65%–74% |
55%–64% |
<55% — fixed cost absorption insufficient; debt service mathematically impaired |
| DSCR (trailing 12 months, lender-built model) |
≥1.40x |
1.25x–1.39x |
1.10x–1.24x |
<1.10x — no exceptions; insufficient cushion for biomass variability |
| Gross Margin (trailing 12 months) |
≥14% (value-added) / ≥10% (commodity) |
10%–13% (value-added) / 8%–9% (commodity) |
8%–9% (value-added) / 6%–7% (commodity) |
<8% (value-added) / <6% (commodity) — operating leverage prevents debt service |
| Single Customer / Export Market Concentration |
<20% from any single customer or market |
20%–35% with multi-year contract |
35%–50% with contract; or >35% without contract |
>50% from single customer/market without take-or-pay contract |
| Species Diversification (% from primary species) |
<50% from single species |
50%–65% with documented alternative capacity |
65%–75% — limited fallback options |
>75% single-species dependency — one quota restriction eliminates revenue base |
| Working Capital Coverage (days cash + available revolver vs. peak seasonal draw) |
≥90 days coverage |
60–89 days |
30–59 days |
<30 days — insufficient liquidity for 90-day processing season pre-financing |
Question 1.4: Does the borrower have durable competitive advantages — ULT freezing capability, MSC certification, premium brand, or proprietary supply relationships — that support sustained pricing above commodity breakeven through the loan term?
Rationale: The structural competitive threat from Norwegian and Chilean farmed Atlantic salmon — Mowi reported record 2025 sales and expressed confidence in repeating that performance in 2026 — means that commodity wild Alaska processors without premium differentiation face persistent margin compression. Borrowers competing solely on price in bulk frozen commodity channels face a structural headwind that worsens over the loan term as farmed salmon production continues its approximately 5% CAGR expansion.[65]
Assessment Areas:
- ULT freezing capacity (<-60°C): percentage of production capable of sashimi-grade quality for Japanese premium market access
- MSC or equivalent certification status and annual audit compliance record
- Premium brand revenue (Copper River, regional origin, certified sustainable) as % of total
- Proprietary fleet relationships or exclusive supply agreements with fishing permit holders
- Price premium achieved vs. USDA/NOAA commodity benchmark prices — trailing 3 years
Verification Approach: Request NOAA Seafood Inspection Program export certificates to confirm ULT-grade product export volumes to Japan. Verify MSC certificate currency and scope at msc.org. Contact 2–3 top customers directly (with borrower consent) to confirm whether they pay a premium and why. Compare borrower's realized prices against NOAA published ex-vessel and wholesale price benchmarks.[66]
Red Flags:
- No ULT freezing capability — excludes borrower from highest-margin Japanese sashimi export channel
- No MSC or equivalent certification — excludes premium retail and EU export market access
- Realized prices at or below NOAA commodity benchmarks with no documented premium rationale
- Premium pricing claims not supported by actual customer invoice analysis
- Competitive differentiation strategy that relies entirely on future investment rather than demonstrated current capability
Deal Structure Implication: For commodity-only processors without documented premium channel access, apply a 50 bps additional margin to the loan rate to reflect structural margin compression risk, and include a covenant requiring MSC certification application within 18 months of close.
Question 1.5: Is the expansion plan (if any) fully funded, operationally realistic, and structured so that base business debt service is not dependent on expansion revenue materializing?
Rationale: Overexpansion in capital-intensive Alaska seafood processing — particularly floating processor barge acquisition or new shore-based plant construction — is a well-documented failure pattern. The combination of high upfront capital ($15–50M per floating processor), long permitting timelines (USCG COI, ADF&G, EPA NPDES), and seasonal revenue concentration means that expansion cash flows rarely materialize on the timeline projected, while debt service obligations begin immediately. Lenders must underwrite the base business as a standalone credit before considering expansion upside.[62]
Key Questions:
- Total capital required for stated expansion plan with sources and uses clearly separated from base operations
- Timeline to first revenue from expansion and first positive cash flow contribution — with regulatory permitting milestones included
- DSCR of base business only (zero contribution from expansion) at lender's median biomass and price assumptions
- Regulatory permitting status for expansion: USCG COI, ADF&G, EPA NPDES, and any local permits — pre-applied or pending?
- Management bandwidth: can existing team execute expansion without degrading base operations?
Verification Approach: Run base case DSCR model with zero contribution from expansion. If base business does not cover debt service at 1.20x without expansion revenue, decline or restructure to separate the expansion financing from the operational term loan with milestone-based draws.
Red Flags:
- Expansion revenue projected to begin within 12 months of close for a new floating processor — USCG COI and ADF&G permitting alone typically requires 12–24 months
- Base business DSCR below 1.20x without expansion contribution — expansion is not upside, it is required for debt service
- Expansion capex funded from the same revolver as seasonal working capital — creates liquidity conflict during peak season
- No independent cost estimate for expansion capex — borrower's internal estimates for Alaska construction routinely underestimate by 20–40%
- Management team with no prior experience building or commissioning a processing facility of the proposed scale
Deal Structure Implication: If expansion is included in the loan structure, require a capex holdback with milestone-based draws tied to regulatory permit issuance, ABS class certification, and demonstrated base business DSCR ≥1.25x for two consecutive quarters before expansion draws are released.
II. Financial Performance & Sustainability
Historical Financial Analysis
Question 2.1: What is the quality and completeness of financial reporting, and what do 36 months of monthly financials reveal about underlying earnings quality, seasonal cash flow patterns, and through-cycle DSCR performance?
Rationale: Financial reporting quality in the Alaska seafood processing sector is highly variable. Many mid-size and smaller processors are family-owned or closely held with limited external audit discipline, and seasonal revenue concentration creates significant accrual complexity — revenue recognition timing relative to fish ticket settlement, frozen inventory valuation at fluctuating commodity prices, and vessel depreciation methods materially affect reported earnings. Lenders must obtain monthly financials to understand the seasonal cash flow profile, not just annual aggregates that mask the 90-day revenue concentration pattern.[67]
Financial Documentation Requirements:
- Audited or CPA-reviewed financial statements — last 3 complete fiscal years
- Monthly income statements, balance sheets, and cash flow statements — trailing 36 months minimum
- Revenue build-up by species, product form, and customer — trailing 24 months
- Operating expense detail: ex-vessel fish cost, labor (direct and H-2B), fuel, packaging, cold storage, vessel/facility maintenance
- ADF&G fish ticket reconciliation — actual harvest volumes and ex-vessel prices paid by species and fishery
- Working capital detail: A/R aging, frozen inventory valuation methodology and turnover, payables terms with key suppliers
- Historical DSCR by season (not trailing 12-month average) — lenders need to see the worst season performance
- Related-party transaction disclosure: vessel charters, management fees, inter-company advances
Verification Approach: Request both internal management reports and CPA-prepared statements for the same periods. Cross-reference revenue to bank deposit statements — Alaska seafood processors typically receive lump-sum settlement payments from export buyers and domestic distributors that are traceable to specific bank deposits. Cross-check frozen inventory valuation against NOAA/USDA published commodity prices for the same periods — inventory marked above market price is a red flag.
Red Flags:
- Unaudited statements for operations older than 3 years in an industry with complex inventory valuation and revenue recognition
- Frozen inventory valued materially above current NOAA commodity price benchmarks — potential overstatement of current assets
- Significant related-party vessel charter fees or management fees that reduce reported EBITDA available for debt service
- EBITDA trending down while revenue is flat or growing — signals ex-vessel cost inflation or processing cost deterioration
- No monthly financial data available — annual aggregates mask the seasonal cash flow crisis that precedes default in this industry
Deal Structure Implication: Require monthly financial reporting within 20 business days of month-end as a loan covenant, with quarterly CPA review of financial statements. During processing season (June–September), require weekly borrowing base certificates.
Question 2.2: What is the seasonal working capital cycle, and is the revolving credit facility sized to cover peak pre-season draws without conflicting with term loan debt service obligations?
Rationale: Wild Alaska salmon processing is among the most seasonally concentrated industries in the U.S. economy. Processors deploy 60–80% of annual revenue as working capital during a 60–90 day peak harvest window, pre-financing vessel advances, fishing gear, canning supplies, and processing labor 60–90 days before revenue is realized from product sales. Working capital lines of $20–150M are typical for mid-to-large processors. A processor that enters the season with insufficient revolver availability — whether due to prior-year inventory that has not cleared or term loan covenant restrictions on revolver draws — faces an immediate operational crisis with no recovery option within the season.[62]
Key Metrics:
- Peak Working Capital Draw (% of annual revenue): Target 60–70%; watch >75%; red-line >80% — at this level, revolver sizing becomes the binding constraint on operations
- Days Sales Outstanding (DSO): Industry range 45–75 days for export sales; domestic 30–45 days; watch if extending >90 days
- Frozen Inventory Turnover: Target ≥4x annualized; watch <3x; red-line <2x — slow-moving inventory at declining commodity prices is a collateral impairment risk
- Revolver Availability at Season Start (April–May): Must be ≥100% of projected peak draw — no carryover inventory from prior season should consume revolver capacity at season start
- Cash on Hand (off-season minimum): Target ≥60 days of fixed operating expenses; watch <30 days
Verification Approach: Map monthly cash flow against the debt service schedule to identify months where coverage falls below 1.0x — typically January–May pre-season and October–December post-season. Verify that the revolver is fully available at season start by reviewing prior-year revolver utilization history. For borrowers with prior-year carryover inventory, obtain independent commodity price verification to confirm inventory is not impaired.
Red Flags:
- Prior-season frozen inventory still on balance sheet at season start — signals either product quality issues, pricing below cost, or customer relationship problems
- No revolving credit facility for a processor deploying >$5M in seasonal working capital — structurally undercapitalized
- Revolver borrowing base restricted by inventory advance rate that may be insufficient to cover peak season draws
- Term loan debt service due during peak season draw period — creates direct cash flow conflict
- DSO extending beyond 90 days for Japanese export customers — may signal buyer credit stress or product quality dispute
Deal Structure Implication: Structure term loan debt service payments to fall in October–December (post-season) and February–April (pre-season) windows — avoid June–September peak season debt service obligations. Require revolver borrowing base certificates weekly during processing season.
Question 2.3: What are the borrower's projections, and how sensitive is DSCR to the three most optimistic assumptions — biomass return, ex-vessel price, and processing cost?
Rationale: Projection models submitted by Alaska seafood processor borrowers most commonly overestimate biomass returns (assuming 10-year average when NOAA projects continued variability), underestimate ex-vessel price competition (processors bid competitively for fish in strong return years, compressing margin), and underestimate labor cost inflation (H-2B visa processing delays and remote location premiums have elevated labor costs 15–25% since 2019). The 2023 Bristol Bay season — below-average returns combined with elevated costs — produced below-average margins for most processors despite pre-season projections that assumed median performance.[63]
Stress Test Requirements:
- Base case: Borrower's projections as submitted
- Lender case: Biomass at ADF&G 10-year average, ex-vessel prices at 5-year median, labor costs at current BLS wage benchmarks plus 5% annual inflation
- Stress case: Biomass at 75% of 10-year average (2023 Bristol Bay scenario), ex-vessel prices at 5-year 25th percentile, processing costs +10%
- Severe stress: Biomass at 60% of 10-year average (NOAA 40% haircut scenario for climate-driven variability), ex-vessel prices at 10-year low, fixed costs unchanged
- Calculate DSCR at each scenario — credit approval should be based on lender case, not borrower case
Red Flags:
- Biomass assumptions above ADF&G 10-year average for any species without pre-season NOAA forecast support
- Ex-vessel price assumptions above 5-year median without contracted price support from buyers
- DSCR below 1.20x in the lender's base case — approval should be based on lender case only
- No sensitivity analysis provided by borrower — inability to articulate downside scenarios is a management quality red flag
- Projections showing dramatic improvement in year 3–5 driven by expansion revenue without contracted buyer commitments
Deal Structure Implication: If DSCR is below 1.35x in the lender's base case, require a debt service reserve fund equal to 6 months of principal and interest at loan close, funded from equity contribution — not from loan proceeds.
Question 2.4: What is the borrower's sensitivity to ex-vessel price volatility — the primary input cost driver — and what contractual or operational protections are in place to manage margin compression during competitive fish pricing years?
Rationale: Ex-vessel fish cost represents 45–52% of revenue and is the single most volatile cost driver in this industry. In strong biomass years, processors compete aggressively for fish supply, bidding up ex-vessel prices and compressing the margin benefit of higher throughput volumes. The 2024 Bristol Bay season — a strong 63 million fish return — saw elevated ex-vessel prices due to competitive processor bidding, partially offsetting the volume benefit. A 10% increase in ex-vessel prices compresses EBITDA margin by approximately 450–520 basis points before any pricing recovery, and most processors have limited ability to pass through input cost increases to buyers on short-notice contracts.[62]
Key Metrics to Request:
- Ex-vessel cost per pound by species — trailing 5 years vs. ADF&G published statewide averages
- Any forward purchase agreements or price caps with fishing permit holders for the upcoming season
- Customer contract pricing mechanisms: fixed price, market-linked, cost-plus? What % of revenue is under fixed-price contracts during a cost spike?
- Historical pass-through analysis: what % of ex-vessel cost increases have been recovered in buyer pricing over the past 3 seasons?
- DSCR sensitivity at ex-vessel prices +10%, +20%, +30% above current levels
Verification Approach: Compare borrower's stated ex-vessel costs against ADF&G published preliminary and final harvest value statistics by species and district. Review customer contract pricing mechanisms in the actual contracts — not management summaries. Cross-reference stated pass-through rates against actual margin history during 2022 (elevated input cost year) to test whether the claim is accurate.
Red Flags:
- Ex-vessel costs consistently above ADF&G statewide averages — suggests borrower is paying above-market to secure supply, which is unsustainable at scale
- No fixed-price or cost-plus mechanisms in customer contracts — 100% margin exposure to ex-vessel price spikes
- Stated pass-through rate not supported by actual margin stability during 2022–2023 cost inflation period
- Borrower unable to articulate competitive fish pricing dynamics or unaware of ADF&G ex-vessel price benchmarks
- DSCR falls below 1.10x at ex-vessel prices +15% above current levels — insufficient cushion for competitive bidding years
Deal Structure Implication: Stress DSCR at ex-vessel prices 20% above the 5-year median before finalizing covenant levels; if DSCR falls below 1.15x in that scenario, require either forward purchase agreements covering ≥50% of projected seasonal volume or a 6-month debt service reserve as a condition of approval.
Question 2.5: What is the current capital structure, and are there undisclosed liabilities — deferred USCG compliance capex, environmental remediation obligations, or related-party advances — that could impair debt service capacity or collateral position?
Rationale: Alaska seafood processors commonly carry hidden liabilities including deferred USCG COI compliance capex for aging floating processors, EPA NPDES effluent permit upgrade obligations, fish offal disposal cost escalations, and related-party vessel charter agreements that extract cash from the operating entity. The Bumble Bee Foods bankruptcy ($1.6B in debt at filing) illustrates how undisclosed or underappreciated contingent liabilities — in that case, civil litigation exposure from the price-fixing conspiracy — can rapidly impair debt service capacity even for established operators.
Documentation Required:
- Full debt schedule: all existing indebtedness, maturities, interest rates, covenant restrictions, and cross-default provisions
- USCG COI status for all floating processors — next inspection date, any outstanding deficiency orders
- ABS class certification status — survey schedule and any outstanding class conditions
- EPA NPDES permit status and any pending effluent standard upgrade requirements
- Related-party vessel charter agreements and management fee arrangements with arms-length pricing verification
- Any pending litigation, DOJ/FTC inquiries, or regulatory enforcement actions
- Deferred maintenance capex backlog with estimated cost to cure
Verification Approach: UCC lien search on the entity and all related entities. USCG Marine Safety Information System (MSIS) search for vessel inspection records and outstanding deficiency orders. EPA ECHO database search for NPDES permit compliance history. Request copies of all existing loan agreements — not summaries — and review for cross-default triggers.
Red Flags:
- Outstanding USCG deficiency orders on floating processor — creates operational shutdown risk on a defined timeline
- Deferred maintenance capex backlog exceeding 15% of annual EBITDA — represents a near-term mandatory cash drain
- Related-party vessel charter fees at above-market rates extracting >5% of EBITDA annually
- Any DOJ, FTC, or FDA enforcement inquiry — the Bumble Bee pattern begins with a regulatory inquiry, not a bankruptcy filing
- EPA NPDES permit renewal pending with likely effluent standard upgrades — upgrade costs for Alaska processing facilities range from $500K to $5M+
Deal Structure Implication: Include a covenant requiring disclosure of any new liens, regulatory enforcement actions, or contingent payment obligations above $250,000 within 10 business days. Require USCG COI and ABS class certificates as conditions of closing, with covenant requiring maintenance of both throughout the loan term.
III. Operations, Technology & Asset Risk
Operational Capability Assessment
Question 3.1: What is the operational readiness of processing facilities and floating processor barges, and can the borrower demonstrate consistent throughput at projected volumes without unplanned downtime during the critical 60–90 day processing window?
Rationale: In wild Alaska salmon processing, unplanned operational downtime during the June–September harvest window is catastrophic — fish cannot be held in the water, and a processing shutdown during peak run means permanent revenue loss for that season. Equipment failures, USCG safety deficiencies, or labor shortages during the processing window have no recovery option within the season. Lenders must assess operational reliability not just as a credit metric but as an existential business continuity question.[68]
Key Areas:
- Unplanned downtime hours per processing season — trailing 3 seasons; target <24 hours/season, watch >48 hours, red-line >72 hours
- Processing throughput rate (lbs/hour) vs. nameplate capacity — actual vs. rated performance
- Refrigeration system reliability: ammonia system age, last inspection, backup cooling capacity
- H-2B visa worker arrival timing vs. season start — late arrivals are a recurring operational risk
- Freezer capacity (ULT and standard): is on-site frozen storage sufficient or does the borrower depend on third-party cold storage during peak production?
- Generator and backup power reliability for remote Alaska locations — grid power unavailability is common
Verification Approach: Conduct a site visit during or immediately before processing season. Inspect refrigeration systems, freezer capacity, and backup power. Review maintenance logs for the past 3 seasons. Interview the plant manager (not the owner) about the most significant operational challenges of the prior season. Request H-2B visa petition history and worker arrival records to assess seasonal labor reliability.
Red Flags:
- Any unplanned shutdown exceeding 72 hours during a prior processing season without documented root cause and corrective action
- Refrigeration system age exceeding 20 years without documented major overhaul — ammonia system failures are both operationally and safety-critical
- H-2B visa petitions filed less than 90 days before season start — insufficient lead time for worker arrival
- Dependence on a single third-party cold storage provider with no backup — cold storage unavailability during peak production creates forced sales at distressed prices
- No documented emergency response plan for equipment failure during peak processing window
Deal Structure Implication: Require a pre-season operational readiness certification (signed by plant manager and CEO) as a condition of each annual revolver renewal, confirming USCG COI currency, refrigeration system inspection completion, and H-2B worker arrival confirmation.
Question 3.2: What is the age, ABS class status, and remaining useful life of floating processor barges and critical processing equipment, and is the funded capex plan adequate for USCG and ABS compliance through the loan term?
Rationale: Floating processor barges represent $15–50M in asset value and require periodic USCG Certificate of Inspection renewals (annual inspection with periodic dry-dock requirements) and ABS class surveys. ABS class suspension materially impairs collateral value and secondary market liquidity — a classed barge commands 50–70 cents on the dollar in orderly liquidation; a non-classed barge may recover 20–35 cents. Annual maintenance capex for regulatory compliance (USCG, ADF&G, FDA/HACCP) runs 3–5% of asset value — persistent underspend creates a hidden deferred liability that can trigger a forced dry-dock and operational shutdown during the loan term.[62]
Key Areas:
- ABS class certificate — current notation, last special survey date, next special survey due date
- USCG COI — current expiration, outstanding deficiency orders, last dry-dock date
- Historical maintenance capex as % of asset book value — target ≥3.5%, watch <3%, red-line <2%
- Estimated cost of next scheduled dry-dock and ABS special survey — is this funded in the capital plan?
- Processing equipment age by category: filleting lines, plate freezers, ULT blast freezers, canning lines — remaining useful life vs. loan term
Verification Approach: Commission an independent equipment appraisal from a marine surveyor with specific experience in Alaska processing barges and seafood processing equipment. Verify ABS class status directly at eagle.eagle.org (ABS online registry). Request USCG MSIS records for the vessel. Compare actual maintenance capex to depreciation over the trailing 5 years — persistent underspend relative to depreciation is a deferred liability red flag.
Red Flags:
- ABS special survey overdue or due within 12 months without funded dry-dock plan — creates operational shutdown risk on a defined timeline
- Maintenance capex below 2.5% of asset book value for 2+ consecutive years
- ULT freezing equipment older than 15 years without documented major overhaul — plate freezer efficiency degrades materially with age, affecting product quality and energy costs
- No independent marine survey available for floating processor — book value may significantly overstate OLV
- Dry-dock cost funded from operating cash flow with no reserve — creates liquidity conflict if dry-dock coincides with pre-season working capital draw
Deal Structure Implication: Include a maintenance capex covenant requiring minimum annual spending equal to 3.5% of net book value of processing assets, with quarterly reporting. Require a funded dry-dock reserve equal to the estimated next scheduled dry-dock cost as a condition of closing.
Question 3.3: What is the borrower's supply chain concentration — fishing fleet relationships, permit holder agreements, and tender vessel contracts — and what happens to processing operations if a primary supply source is disrupted by quota restriction or fleet attrition?
Rationale: The Cook Inlet commercial salmon fishery closure — which reduced commercial setnetter average earnings to $6,452 annually — illustrates how ADF&G in-season management decisions can eliminate an entire supply source with 24–48 hours notice. Processors dependent on a geographically concentrated fishing fleet or a small number of permit holders face supply disruption risk that is entirely outside their operational control. Fleet attrition (aging vessels, low ex-vessel prices driving permit holder exit) is an emerging structural risk in several Alaska salmon fisheries.[61]
Key Areas:
- Top 10 permit holders by supply volume with % of total seasonal throughput — no single permit holder should exceed 15% of supply
- Geographic fishery concentration: what % of supply comes from a single ADF&G management district?
- Fleet age and capitalization: are primary permit holders financially capable of continuing to fish?
- Tender vessel contracts: are tender services contracted or spot-market? Tender vessel availability is a binding operational constraint
- Alternative supply relationships in adjacent fisheries or districts if primary fishery is closed
Verification Approach: Request ADF&G commercial fishing permit records and fish ticket data by permit holder for the past 3 seasons. Cross-reference against borrower's stated supply relationships. Review ADF&G in-season management history for the borrower's primary fisheries — how often have emergency closures occurred in the past 10 years?
Red Flags:
- Greater than 60% of processing supply from a single ADF&G management district with no alternative sourcing
- Primary fishery has experienced emergency closure in any of the past 5 seasons — indicates ongoing management uncertainty
- Tender vessel services on spot-market basis only — tender vessel scarcity during peak run can create processing bottlenecks
- Key permit holders aging out of fishing without identified successors — fleet attrition is a slow-moving but irreversible supply risk
- No documented contingency plan for a 50% reduction in primary fishery supply
Deal Structure Implication: Require a supply chain diversification covenant: no single ADF&G management district to represent >55% of annual processing volume, with annual reporting. If primary fishery has a history of emergency closures, require a 6-month debt service reserve as structural protection.
IV. Market Position, Customers & Revenue Quality
Customer Concentration and Revenue Quality
Question 4.1: What is the customer concentration profile, what portion of revenue is under multi-year contract, and what is the borrower's customer retention rate over the past 3 seasons?
Rationale: Wild Alaska salmon processors sell into a complex multi-channel market: Japanese export buyers (premium roe and sockeye), European retail (MSC-certified frozen), U.S. foodservice distributors, and domestic retail. Customer concentration risk is compounded by the seasonal nature of the business — a customer relationship that deteriorates during the off-season cannot be replaced before the next processing window, meaning a single customer loss can impair an entire season's revenue realization. Export market concentration in Japan carries the additional risk of JPY/USD currency exposure that is unhedged for most mid-size operators.[66]
Documentation Required:
- Top 10 customer list with revenue by customer and % of total — trailing 3 seasons
- Full contract terms for top 5 customers: pricing mechanism, volume commitments, term, renewal, and termination provisions
- Currency denomination of all export contracts — JPY, EUR, USD
- Customer retention analysis: lost customers in last 3 seasons with reason for loss
- Contract renewal schedule: what % of revenue is up for renewal before next processing season?
Verification Approach: Contact top 3 customers directly (with borrower consent) to confirm relationship terms and satisfaction. Review customer correspondence for any indication of price pressure or pending supplier evaluation. For Japanese export buyers, verify creditworthiness through Japanese credit reporting services — buyer default on a large seasonal shipment can create an immediate liquidity crisis for the processor.
Red Flags:
- Single customer exceeding 35% of revenue without a multi-year take-or-pay contract — loss of this customer creates immediate DSCR breach at industry median margins
- Japan representing >40% of total revenue without JPY/USD hedging — yen weakness of 20–30% (as experienced 2022–2024) directly reduces USD-equivalent revenue
- Major contracts expiring before next processing season without renewal discussions confirmed
- Revenue from primary export market declining YoY despite overall revenue growth — signals relationship deterioration
- No written contracts for relationships representing >10% of revenue — verbal agreements are unenforceable in cross-border export disputes
Deal Structure Implication: Require a customer concentration covenant: no single customer >30% of trailing 12-month revenue without lender consent. For borrowers with Japan export concentration >30%, require evidence of FX hedging program or include a JPY/USD sensitivity analysis in annual compliance reporting.
Question 4.2: What portion of revenue is under multi-season contracts versus spot-market or single-season agreements, and do pricing mechanisms protect margin during ex-vessel cost spikes?
Rationale: Revenue quality in wild Alaska salmon processing is determined not just by customer diversification but by the pricing mechanisms in customer contracts. Fixed-price contracts entered during low ex-vessel price periods can become margin-destroying obligations when competitive fish pricing drives ex-vessel costs above the locked selling price. Conversely, cost-plus or market-linked contracts provide margin protection during input cost spikes. The structural mismatch between fixed-price sales contracts and variable ex-vessel cost has been a recurring source of margin compression for Alaska processors.[62]
Documentation Required:
- Revenue schedule by contract type: multi-season contracted (with pricing mechanism) vs. single-season vs. spot market
- Price escalation language in top 5 contracts: fixed price, CPI-linked, market-index-linked, or negotiated annually?
- Historical contract renewal pricing: are contracts renewing at higher or lower prices than prior seasons?
- Any most-favored-nation pricing clauses that could force below-market pricing to existing customers
- Termination for convenience provisions: what notice period does the customer require to exit?
Red Flags:
- Majority of revenue on single-season spot agreements with no multi-season contracted base — revenue quality is entirely market-dependent
- Fixed-price contracts representing >50% of revenue in a high ex-vessel cost volatility environment
- Contract termination for convenience clauses with <60-day notice — customer can exit faster than processor can replace seasonal revenue
- Large contract renewals (>20% of revenue) due before next processing season without renewal discussions initiated
- No cost-plus or market-linked pricing in any contracts despite significant ex-vessel price volatility history
Deal Structure Implication: Calculate a "contracted revenue coverage ratio" — total annual debt service divided by confirmed contracted revenue under multi-season agreements. Require this ratio to be ≥1.20x as a condition of approval; spot-market and single-season revenue is upside, not required for debt service coverage.
V. Management, Governance & Risk Controls
Management Assessment
Question 5.1: What is the management team's track record in Alaska seafood processing specifically, and have they successfully operated through at least one full biomass cycle including a below-average return year?
Rationale: Alaska seafood processing is operationally distinct from general food manufacturing. Successful management requires simultaneous expertise in marine vessel operations, ADF&G regulatory compliance, H-2B visa workforce management, Japanese export buyer relationships, and commodity trading — a combination rarely found outside of operators with direct Alaska industry experience. Many processing failures have been led by teams with adjacent food industry experience who systematically underestimated the operational complexity and regulatory burden of remote Alaska processing.[62]
Assessment Areas:
- Industry-specific experience for CEO, COO, and CFO — years and roles in Alaska seafood processing specifically, not general food manufacturing
- Prior performance through a below-average biomass year: did the team preserve the business and maintain covenant compliance?
- ADF&G regulatory relationship: does management have established relationships with ADF&G district managers?
- Japanese export buyer relationship tenure: how long have key export relationships been maintained?
- Key person risk: what happens to fish supply relationships and export buyer relationships if the top 1–2 people leave?
Verification Approach: Conduct reference calls with ADF&G district managers, fishing permit holders who supply the processor, and export buyer contacts — not just management-provided references. Run background checks including UCC lien searches on management personally and check for prior business bankruptcies.
Red Flags:
- Management team with no prior Alaska seafood processing experience — adjacent food industry experience does not transfer to remote Alaska operations
- No experience managing through a below-average biomass year — untested teams systematically underestimate the fixed cost coverage crisis that poor returns create
- CFO with no seafood industry accounting background — inventory valuation, fish ticket reconciliation, and export letter-of-credit management require specialized knowledge
- Key export buyer relationships personally managed by a single individual with no documented transition protocol
- High management turnover in the past 12 months — particularly CFO or plant manager departure, which often signals internal financial distress
Deal Structure Implication: For management teams without full-cycle Alaska seafood experience, require a formal advisory board with at least one member with 15+ years of Alaska seafood processing operating experience as a condition of approval, with quarterly advisory board reporting to the lender.
Question 5.2: What are the financial controls and reporting systems, and can the borrower produce reliable monthly financials — including borrowing base certificates — within 20 business days of month-end during and outside of processing season?
Rationale: Lenders in the Alaska seafood processing sector depend on timely financial reporting to detect deterioration before it becomes a crisis — particularly given the 90-day seasonal revenue concentration that can mask emerging problems in annual reporting. Borrowers who cannot produce monthly financials within 20 business days typically have weak accounting infrastructure that also fails to catch emerging operational problems early. The complexity of fish ticket reconciliation, frozen inventory valuation at fluctuating commodity prices, and export letter-of-credit management requires dedicated financial management capability beyond basic bookkeeping.
Assessment Areas:
- Accounting system: QuickBooks vs. ERP (NetSuite, SAP) — determines reporting sophistication for multi-entity, multi-species, multi-currency operations
- Dedicated CFO or controller with seafood industry experience: is there a qualified financial officer separate from the owner?
- Current close process timeline: how long does it currently take to produce monthly financial statements?
- Borrowing base certificate production capability: can the borrower produce weekly BBCs during processing season?
- Prior audit findings and management letter comments from external CPA
Red Flags:
- No dedicated CFO or controller — owner is also the bookkeeper in a multi-million dollar seasonal operation
- Currently taking >30 days to produce monthly financials — will worsen under loan reporting pressure during processing season
- No ERP system for operations >$20M revenue — QuickBooks cannot handle multi-species, multi-entity, multi-currency complexity at scale
- Prior audit findings citing material weaknesses in inventory valuation or revenue recognition
- Inability to produce a borrowing base certificate on demand — indicates lack of real-time inventory tracking
Deal Structure Implication: Set reporting covenant at 20 business days for monthly financials and weekly borrowing base certificates during processing season (June–September). If borrower cannot currently meet this timeline, require hiring a qualified CFO with seafood industry experience as a condition of closing.
VI. Collateral, Security & Downside Protection
Asset and Collateral Analysis
Question 6.1: What is the estimated orderly liquidation value of the collateral package — floating processor barges, processing equipment, frozen inventory, and receivables — and is recovery sufficient to cover outstanding principal in a distress scenario?
Rationale: Alaska seafood processing collateral presents unique recovery challenges. Floating processor barges are highly specialized assets with a thin secondary market concentrated among a small number of potential buyers (other Alaska processors, international buyers). Shore-based plants in remote Alaska locations (Dutch Harbor, Dillingham, Naknek) have a very limited buyer pool. Frozen inventory is subject to commodity price risk at the time of liquidation — a distress sale during a low-price cycle can recover 50–60 cents on the dollar rather than the 70–75 cents achievable in a favorable market. Environmental remediation obligations (fish offal, ammonia refrigerant) can create liens that subordinate lender claims.[62]
Valuation Considerations:
- Floating processor barge: OLV at 50–70 cents on dollar of appraised value for ABS-classed vessels; 20–35 cents for non-classed or class-suspended vessels
- Shore-based plant: OLV at 60–80 cents in Alaska markets with limited buyer pool; environmental remediation deducted from OLV estimate
- Frozen inventory: advance rate 60–75% of NOAA commodity price at time of borrowing base certification; mark-to-market monthly