N-CSR 1 a07-2712_1ncsr.htm CERTIFIED ANNUAL SHAREHOLDER REPORT

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-05291

 

College and University Facility Loan Trust One

(Exact name of registrant as specified in charter)

 

c/o U.S. Bank  One Federal Street  Boston,

 

MA  02110

(Address of principal executive offices)

 

(Zip code)

 

James Byrnes
U.S. Bank Corporate Trust Services
One Federal Street
Boston, MA 02110

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(617) 603-6442

 

 

Date of fiscal year end:

November 30

 

 

Date of reporting period:

December 1, 2005 – November 30, 2006

 

 



 

ITEM 1. REPORT TO STOCKHOLDERS.

 



 

 

College and University

 

 

Facility Loan Trust One

 

 

 

 

 

Financial Statements

 

 

November 30, 2006

 

 



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To US Bank, Owner Trustee, JP Morgan, Bond Trustee, and
the Certificateholders of College and University Facility Loan Trust One:

 

We have audited the accompanying statement of assets and liabilities of College and University Facility Loan Trust One (the “Trust”), including the schedule of investments, as of November 30, 2006, and the related statements of operations and cash flows for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended.  These financial statements and financial highlights are the responsibility of the Trust’s management.  Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.  The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  Our procedures included confirmation of securities owned as of November 30, 2006, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

As described in Note 2 to the financial statements, the Trust is accounting for its investments under the amortized cost method of accounting, with its loan investments adjusted by an allowance for loan loss. In our opinion, accounting principles generally accepted in the United States of America require that the investments be accounted for under the fair value method of accounting. Accounting for the investments under the fair value method of accounting, based on management’s estimate of fair value as described in Note 8, would result in an increase of approximately $8,068,000 and $9,277,000 in the recorded value of the investments and an increase in unrealized appreciation of investments of approximately $8,068,000 and $9,277,000 as of November 30, 2006 and November 30, 2005, respectively.

 

In our opinion, except for the effect on the 2006 and 2005 financial statements of accounting for investments under the amortized cost method of accounting as discussed in the preceding paragraph, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of College and University Facility Loan Trust One as of November 30, 2006, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ DELOITTE & TOUCHE LLP

 

 

February 9, 2007

 

 



 

 

College and University

 

 

Facility Loan Trust One

 

 

 

 

 

Statement of Assets and Liabilities

 

 

November 30,

 

2006

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

Investments, at amortized cost, net of allowance for loan losses of $560,000 (Notes 1, 2, 6, 7 and 8, and Schedule of Investments)

 

$

32,698,731

 

Cash

 

50,000

 

Interest receivable

 

514,163

 

Deferred bond issuance costs (Note 2)

 

185,632

 

 

 

 

 

Total assets

 

33,448,526

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Bonds payable (Notes 3 and 8)

 

21,184,121

 

Bond interest payable (Note 3)

 

1,117,462

 

Accrued expenses and other liabilities

 

194,771

 

Distributions payable to Class B certificateholders (Note 5)

 

411,452

 

 

 

 

 

Total liabilities

 

22,907,806

 

 

 

 

 

Net Assets:

 

 

 

 

 

 

 

Class B certificates, par value $1 - authorized, issued and outstanding - 1,001,643 certificates (Note 5)

 

1,001,643

 

Distributions in excess of tax earnings (Notes 2 and 5)

 

(560,000

)

Additional paid-in capital (Note 2)

 

10,099,077

 

 

 

 

 

Total net assets

 

$

10,540,720

 

 

 

 

 

Net asset value per Class B certificate (based on 1,001,643 certificates outstanding)

 

$

10.52

 

 

The accompanying notes are an integral part of these financial statements.

 

3



 

 

College and University

 

 

Facility Loan Trust One

 

 

 

 

 

Statement of Operations

 

 

Year ended November 30,

 

2006

 

 

 

 

 

Investment income:

 

 

 

Interest income (Note 2)

 

$

3,475,230

 

 

 

 

 

Expenses:

 

 

 

Interest expense (Notes 2 and 3)

 

2,356,157

 

Servicer fees (Note 4)

 

17,696

 

Trustee fees (Note 4)

 

43,497

 

Other trust and bond administration expenses

 

393,253

 

 

 

 

 

Total expenses

 

2,810,603

 

 

 

 

 

Net investment income

 

664,627

 

 

 

 

 

Reduction in reserve for loan losses (Note 6)

 

100,000

 

 

 

 

 

Net increase in net assets resulting from operations

 

$

764,627

 

 

The accompanying notes are an integral part of these financial statements.

 

4



 

 

College and University

 

 

Facility Loan Trust One

 

 

 

 

 

Statement of Cash Flows

 

 

Year ended November 30,

 

2006

 

 

 

 

 

Cash flows from operating activities:

 

 

 

Interest received

 

$

1,743,595

 

Interest paid

 

(2,491,006

)

Operating expenses paid

 

(448,299

)

Net decrease in funds held under investment agreements

 

1,355,868

 

Principal payments on Loans

 

4,672,649

 

 

 

 

 

Net cash provided by operating activities

 

4,832,807

 

 

 

 

 

Cash flows from financing activities:

 

 

 

Principal repayments on Bonds

 

(3,457,063

)

Distributions to Class B certificateholders

 

(1,391,697

)

 

 

 

 

Net cash used in financing activities

 

(4,848,760

)

 

 

 

 

Net decrease in cash

 

(15,953

)

 

 

 

 

Cash, beginning of year

 

65,953

 

 

 

 

 

Cash, end of year

 

$

50,000

 

 

 

 

 

Reconciliation of net increase in net assets resulting from operations to net cash used in operating activities:

 

 

 

Net increase in net assets resulting from operations

 

$

764,627

 

Provision for loan losses

 

(100,000

)

Decrease in interest receivable

 

54,306

 

Increase in accrued expenses and other liabilities

 

6,147

 

Decrease in Bond interest payable

 

(182,360

)

Decrease in investment contracts

 

1,355,868

 

Decrease in loan principal balance

 

4,672,649

 

Amortization of deferred Bond issuance costs

 

47,511

 

Amortization of purchase discount on Loans

 

(1,785,941

)

 

 

 

 

Net cash provided by operating activities

 

$

4,832,807

 

 

The accompanying notes are an integral part of these financial statements.

 

5



 

 

College and University

 

 

Facility Loan Trust One

 

 

 

 

 

Statement of Changes in Net Assets

 

 

Years ended November 30,

 

2006

 

2005

 

 

 

 

 

 

 

From operations:

 

 

 

 

 

Net investment income

 

$

664,627

 

$

2,141,055

 

Reduction in reserve for loan losses

 

100,000

 

200,000

 

 

 

 

 

 

 

Net increase in net assets applicable to Class B certificateholders resulting from operations

 

764,627

 

2,341,055

 

 

 

 

 

 

 

Capital certificate transactions:

 

 

 

 

 

Distributions to Class B certificateholders (Note 5)

 

(1,106,106

)

(2,361,227

)

 

 

 

 

 

 

Net decrease in net assets

 

(341,479

)

(20,172

)

 

 

 

 

 

 

Net assets:

 

 

 

 

 

Beginning of year

 

10,882,199

 

10,902,371

 

 

 

 

 

 

 

End of year

 

$

10,540,720

 

$

10,882,199

 

 

The accompanying notes are an integral part of these financial statements.

 

6



 

 

College and University

 

 

Facility Loan Trust One

 

 

 

 

 

Financial Highlights

 

 

Years ended November 30,

 

2006

 

2005

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of year

 

$

10.86

 

$

10.88

 

$

10.88

 

$

10.86

 

$

11.11

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

.66

 

2.14

 

2.08

 

1.29

 

.78

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

.10

 

.20

 

.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to Class B certificateholders

 

(1.10

)

(2.36

)

(2.18

)

(1.27

)

(1.03

)

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of year

 

$

10.52

 

$

10.86

 

$

10.88

 

$

10.88

 

$

10.86

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investment return (a)

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets applicable to Class B certificates, end of year

 

$

10,540,720

 

$

10,882,199

 

$

10,902,371

 

$

10,902,395

 

$

10,878,852

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of operating expenses to average net assets applicable to Class B certificates

 

26.24

%(b)

30.05

%(b)

33.79

%(b)

37.84

%(b)

41.40

%(b)

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of net investment income to average net assets applicable to Class B certificates

 

6.20

%

19.66

%

19.12

%

11.93

%

7.11

%

 

 

 

 

 

 

 

 

 

 

 

 

Number of Class B certificates outstanding, end of year

 

1,001,643

 

1,001,643

 

1,001,643

 

1,001,643

 

1,001,643

 

 


(a)               The Trust’s investments are recorded at amortized cost as discussed in Note 2. Accordingly, the financial statements do not reflect the market value of such investments. For this reason, management believes that no meaningful information can be provided regarding “Total Investment Return” and has not included information under that heading. In addition, as the Trust’s investments are not traded, management believes that no meaningful information can be provided regarding portfolio turnover.

 

(b)              Excluding interest expense, the ratio of operating expenses to average net assets applicable to Class B certificates was 4.24%, 4.83%. 4.51%, 4.22% and 3.64% in 2006, 2005, 2004, 2003 and 2002, respectively.

 

The accompanying notes are an integral part of these financial statements.

 

7



 

1.

 

Organization and Business

 

College and University Facility Loan Trust One (the Trust) was formed on September 17, 1987 as a business trust under the laws of the Commonwealth of Massachusetts by a declaration of trust by the Bank of Boston (the Owner Trustee), succeeded by State Street Bank and Trust Company, succeeded by US Bank (successor Owner Trustee), not in its individual capacity but solely as Owner Trustee. The Trust is registered under the Investment Company Act of 1940 (as amended) as a diversified, closed-end, management investment company.

 

 

 

 

 

 

 

 

 

The Trust was formed for the sole purpose of raising funds through the issuance and sale of bonds (the Bonds). The Trust commenced operations on September 29, 1987 (the Closing Date) and issued Bonds in five tranches in the aggregate principal amount of $126,995,000. The Bonds constitute full recourse obligations of the Trust. The collateral securing the Bonds consists primarily of a pool of college and university facility loans (the Loans) to various postsecondary educational institutions and funds held under the indenture (the Indenture) and the investment agreements. The Loans were originated by, or previously assigned to, the United States Department of Education (ED) under the College Housing Loan Program or the Academic Facilities Loan Program. The Loans, which have been assigned to J.P. Morgan Trust Company, National Association, as successor in interest to Bank One Trust Company, NA, formerly The First National Bank of Chicago (the Bond Trustee), are secured by various types of collateral, including mortgages on real estate, general recourse obligations of the borrowers, pledges of securities and pledges of revenues. As of the Closing Date, the Loans had a weighted average stated interest rate of approximately 3.16% and a weighted average remaining term to maturity of approximately 19.4 years. Payments on the Loans are managed by the Bond Trustee in various fund accounts and are invested under investment agreements (see Note 2) as specified in the Indenture.

 

8



 

 

College and University

 

 

Facility Loan Trust One

 

 

 

 

 

Notes to Financial Statements

 

 

1.

 

Organization and Business (Continued)

 

All payments on the Loans and earnings under the investment agreements and any required transfers from the Expense, Reserve and Liquidity Funds are deposited to the credit of the Revenue Fund held by the Bond Trustee, as defined within, and in accordance with the Indenture. On each bond payment date, amounts on deposit in the Revenue Fund are applied in the following order of priority:  to pay amounts due on the Bonds, to pay administrative expenses not previously paid from the Expense Fund, to fund the Expense Fund to the Expense Fund Requirement, to fund the Reserve Fund to the Maximum Reserve Requirement and to fund the Liquidity Fund to the Liquidity Fund Requirement. Any funds remaining in the Revenue Fund on such payment date are paid to the Class B certificateholders, as discussed in Note 5.

 

 

 

 

 

 

 

 

 

 

On the Closing Date, certificates were issued by the Trust to ED as partial payments for the Loans. In December 1989, ED sold, through a private placement, all of its ownership interest in the Trust.

 

 

 

 

 

 

2.

 

Summary of

 

(a)                                  College and University Facility Loans

 

 

Significant

 

 

 

 

Accounting Policies

 

The Loans were purchased and recorded at a discount below par. Pursuant to a “no-action letter” that the Trust received from the Securities and Exchange Commission, the Loans, included in investments in the accompanying statement of assets and liabilities, are being accounted for under the amortized cost method of accounting, net of any allowance for loan loss. Under this method, the difference between the cost of each Loan to the Trust and the scheduled principal and interest payments is amortized, assuming no prepayments of principal, and included in the Trust’s income by applying the Loan’s effective interest rate to the amortized cost of that Loan. When a Loan prepays, the remaining discount is recognized as interest income. The remaining balance of the purchase discount on the Loans as of November 30, 2006 was approximately $9,790,000. As a result of prepayments of Loans in the year ended November 30, 2006, additional interest income of approximately $218,000 was recognized.

 

 

9



 

 

 

 

 

The Trust’s policy is to discontinue the accrual of interest on Loans for which payment of principal or interest is 180 days or more past due or for other such Loans if management believes the collection of interest and principal is doubtful. When a Loan is placed on nonaccrual status, all previously accrued, but uncollected interest is reversed against the current period’s interest income. Subsequently, interest income is generally recognized when received. Payments are generally applied to interest first, with the balance, if any, applied to principal. At November 30, 2006, no loans have been placed on non-accrual status.

 

 

 

 

 

 

 

 

 

The allowance for loan losses is based on the Trust’s evaluation of the level of the allowance required to reflect the risks in the loan portfolio, based on circumstances and conditions known or anticipated at each reporting date

 

 

 

 

 

 

 

 

 

The methodology for assessing the appropriateness of the allowance consists of a review of the following three key elements:

 

 

 

 

 

 

 

 

 

(1)          a valuation allowance for loans identified as impaired,

 

 

 

 

(2)          a formula-based general allowance for the various loan portfolio classifications, and

 

 

 

 

(3)          an unallocated allowance.

 

 

 

 

 

 

 

 

 

A loan is impaired when, based on current information and events, it is probable that the Trust will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement. Loans identified as impaired are further evaluated to determine the estimated extent of impairment.

 

 

 

 

 

 

 

 

 

The formula-based general allowance is derived primarily from a risk-rating model that grades loans based on general characteristics of credit quality and relative risk. As credit quality for individual loans deteriorates, the risk rating and the allowance allocation percentage increases. The sum of these allocations comprise the Trust’s formula-based general allowance.

 

10



 

 

 

 

 

In addition to the valuation and formula-based general allowance, there is an unallocated allowance. This element recognizes the estimation risks associated with the valuation and formula-based models. It is further adjusted for qualitative factors including, among others, general economic and business conditions, credit quality trends, and specific industry conditions.

 

 

 

 

 

 

 

 

 

There are inherent uncertainties with respect to the final outcome of loans and as such, actual losses may differ from the amounts reflected in the financial statements.

 

 

 

 

 

 

 

 

 

Accounting principles generally accepted in the United States of America (GAAP), requires that the Loans be accounted for under the fair value method of accounting. However, management believes that the amortized cost method of accounting net of any allowance for loan loss best serves the informational needs of the users of the Trust’s financial statements.

 

 

 

 

 

 

 

 

 

(b)                                 Other Investments

 

 

 

 

 

 

 

 

 

Other investments, which are included in investments in the accompanying statement of assets and liabilities, consist of two unsecured investment agreements issued by the Federal National Mortgage Association bearing fixed rates of interest of 5% and 8%. These investments are carried at amortized cost. These investment agreements terminate on the earlier of December 1, 2014 or the date on which the Bonds are paid-in-full.

 

 

 

 

 

 

 

 

 

GAAP requires that the investments be accounted for under the fair value method of accounting. However, management believes that the amortized cost method of accounting best serves the informational needs of the users of the Trust’s financial statements.

 

11



 

 

 

 

 

(c)                                  Federal Income Taxes

 

 

 

 

 

 

 

 

 

It is the Trust’s policy to comply with the requirements applicable to a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its investment company taxable income to its certificateholders each year. Accordingly, no federal or state income tax provision is required.

 

 

 

 

 

 

 

 

 

For tax purposes, the Loans were transferred to the Trust at their face values. Accordingly, the accretion of the purchase discount creates a permanent book-tax difference.

 

 

 

 

 

 

 

 

 

(d)                                 Deferred Bond Issuance Costs

 

 

 

 

 

 

 

 

 

Deferred bond issuance costs are being amortized using the effective interest-rate method, assuming that all mandatory semiannual payments will be made on the term bonds as discussed in Note 3.

 

 

 

 

 

 

 

 

 

(e)                                  Presentation of Capital Distributions

 

 

 

 

 

 

 

 

 

Capital distributions are accounted for in accordance with the American Institute of Certified Public Accountants Statement of Position (SOP) 93-2, “Determination, Disclosure and Financial Statement Presentation of Income, Capital Gain and Return of Capital Distributions by Investment Companies.”  SOP 93-2 requires the Trust to report distributions that are in excess of tax-basis earnings and profits as a tax return of capital and to present the capital accounts on a basis that approximates the amounts that are available for future distributions on a tax basis.

 

 

 

 

 

 

 

 

 

In accordance with SOP 93-2, the Trust reclassifies certain amounts from distributions in excess of tax earnings to paid-in-capital. The total reclassification was $441,479 as of November 30, 2006. This reclassification has no impact on the net investment income or net assets of the Trust.

 

12



 

 

 

 

 

The reclassifications are a result of permanent differences between GAAP and tax accounting for such items as net operating losses and the accretion of purchase discount on the Loans. Additionally, the amount deducted for the allowance for loan losses is not currently deductible for tax purposes and creates a temporary deficit reflected as distributions in excess of tax earnings in the accompanying statement of assets and liabilities.

 

 

 

 

 

 

 

 

 

On December 1, 2005 and June 1, 2006, distributions of $0.70 and $0.69 per certificate were declared and paid to certificateholders of record on November 20, 2005 and May 20, 2006, respectively.

 

 

 

 

 

 

 

 

 

The tax character of distributions paid during the year ended November 30, 2006 were as follows:

 

Distributions paid from:

 

 

 

Ordinary income

 

$

 

Long-term capital gain

 

 

Return of capital

 

1,391,697

 

 

 

 

 

Total distributions

 

$

1,391,697

 

 

 

 

 

As of November 30, 2006, the components of distributable earnings on a tax basis were as follows:

 

 

 

 

 

 

 

Undistributed ordinary loss

 

$

(560,000

)

Undistributed long-term gain

 

 

Unrealized appreciation

 

 

 

 

 

 

 

 

$

(560,000

)

 

 

 

 

 

The undistributed ordinary loss consists of allowance for loan losses of $560,000 which will reverse in future years causing a reduction in taxable ordinary income.

 

13



 

 

 

 

 

(f)                                    Use of Estimates

 

 

 

 

 

 

 

 

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an on-going basis, the Trust evaluates the estimates used, including those related to the allowance for loan losses. The Trust bases its estimates on historical experience, current conditions and various other assumptions that the Trust believes to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. These estimates are used to assist the Trust in the identification and assessment of the accounting treatment necessary with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions.

 

 

 

 

 

3.

 

Bonds

 

The Bonds outstanding at November 30, 2006 consist of the following:

 

 

 

 

 

 

 

Principal

 

 

 

Interest

 

Stated

 

Amount

 

Type

 

Rate

 

Maturity

 

(000’s)

 

Term

 

10.55

%

December 1, 2014

 

$

21,184

 

 

 

 

 

 

The Bonds are being redeemed, in part, on a pro rata basis by application of mandatory semiannual payments. The redemption price is equal to 100% of the principal amount to be redeemed plus interest accrued to the redemption date. Interest on the Bonds is payable semiannually.

 

 

 

 

 

 

 

 

 

On December 1, 2006, the Trust made the mandatory redemption of $1,716,473 on the Bonds.

 

14



 

 

The aggregate scheduled maturities of the Bonds, including the scheduled mandatory redemptions at November 30, 2006, are as follows:

 

 

 

Amount

 

Fiscal Year

 

(000’s)

 

 

 

 

 

2007

 

$

3,217

 

2008

 

2,785

 

2009

 

2,794

 

2010

 

2,699

 

2011

 

2,662

 

Thereafter

 

7,027

 

 

 

 

 

Total

 

$

21,184

 

 

 

The Bonds are not subject to optional redemption by either the Trust or the bondholders.

 

 

 

In the event the Trust realizes negative cash flows, various reserve funds have been established and maintained such that, on or before such bond payment date, such funds may be used by the Bond Trustee to make any required payments on the Bonds and to pay operating expenses of the Trust.

 

 

 

As required by the Indenture, the scheduled future cash flows for Loans in Default are excluded from the calculation of the Reserve Fund requirement. There are currently no loans in default. The cash flows from the December 1, 2006 Bond Payment Date were sufficient to satisfy the maximum reserve fund requirement of $7,535,822, as required by the Indenture.

 

15



 

4.

 

Administrative

 

(a)                                  Servicer

 

 

Agreements

 

 

 

 

 

 

As compensation for the services provided under the servicing agreement, Capmark Financial, Inc., formerly GMAC Commercial Mortgage receives a servicing fee. This fee is earned on each date of payment for each Loan and is equal to 0.055 of 1% of the outstanding principal balance of such Loan divided by the number of payments of principal and interest in a calendar year. For the year ended November 30, 2006, this fee totaled $17,696. Capmark Financial, Inc. is reimbursed by the Trust for out-of-pocket expenses incurred in connection with the inspection of buildings and property used as collateral for the loans.

 

 

 

 

 

 

 

 

 

(b)                                 Trustees

 

 

 

 

 

 

 

 

 

As compensation for services provided, the Owner and Bond Trustees are entitled under the Declaration of Trust and the Indenture to receive the following fees:

 

 

 

 

 

 

 

 

 

                  The Owner Trustee, in its capacities as manager of the Trust and as Owner Trustee, earned fees of $17,227 and $15,504, respectively, for the year ended November 30, 2006. In addition, the Owner Trustee incurred $1,758 of out-of-pocket expenses.

 

 

 

 

 

 

 

 

 

                  The Bond Trustee is entitled to an annual fee equal to 0.025 of 1% of the aggregate outstanding principal of the Bonds on the bond payment date immediately preceding the date of payment of such fee. The Bond Trustee is also reimbursed for out-of-pocket expenses in an amount not to exceed 4% of the applicable annual fee. In addition, the Bond Trustee is reimbursed for other agreed-upon related expenses. For the year ended November 30, 2006, total Bond Trustee fees and out-of-pocket expenses amounted to $9,008.

 

16



 

5.

 

Certificates

 

Holders of each of the Class B certificates receive amounts paid to the Owner Trustee pursuant to the Declaration of Trust on a pro rata basis. On December 1, 2006, a distribution of $411,452 was made to the Class B certificateholders. This payment is reflected as a liability in the accompanying statement of assets and liabilities.

 

 

 

 

 

 

 

 

 

While the Bonds are outstanding, distributions to the Class B certificateholders are made on the second business day in each June and December (the Distribution Date) and, after the Bonds are paid in full, on the first business day of each month. The certificateholders shall each be entitled to one vote per certificate.

 

 

 

 

 

6.

 

Allowance for Loan Losses

 

An analysis of the allowance for loan losses for the year ended November 30, 2006 is summarized as follows:

 

Balance, beginning of year

 

$

660,000

 

Reduction in reserve for loan losses

 

100,000

 

Charge-offs

 

 

 

 

 

 

Balance, end of year

 

$

560,000

 

 

 

 

 

 

At November 30, 2006, there were no recorded investments in loans that are considered to be impaired. See Note 2(a) for a discussion of the Trust’s impaired loan accounting policy.

 

17



 

7.

 

Loans

 

Scheduled principal and interest payments on the Loans as of November 30, 2006, excluding payments for Loans in Default, as defined in the Indenture, are as follows:

 

 

 

Principal

 

Interest

 

 

 

 

 

Payments

 

Payments

 

Total

 

Fiscal year

 

(000’s)

 

(000’s)

 

(000’s)

 

 

 

 

 

 

 

 

 

2007

 

$

3,111

 

$

880

 

$

3,991

 

2008

 

3,003

 

787

 

3,790

 

2009

 

3,027

 

693

 

3,720

 

2010

 

2,882

 

599

 

3,481

 

2011

 

2,722

 

510

 

3,232

 

Thereafter

 

14,527

 

1,577

 

16,104

 

 

 

 

 

 

 

 

 

Total

 

$

29,272

 

$

5,046

 

$

34,318

 

 

 

 

 

 

Expected payments may differ from contractual payments because borrowers may prepay or default on their obligations. Accordingly, actual principal and interest payments on the Loans may vary significantly from the scheduled payments.

 

 

 

 

 

 

 

 

 

The following analysis summarizes the stratification of the Loan portfolio by type of collateral and institution as of November 30, 2006.

 

 

 

 

 

Amortized

 

 

 

 

 

Number

 

Cost

 

 

 

Type of Collateral

 

of Loans

 

(000’s)

 

%

 

 

 

 

 

 

 

 

 

Loans secured by a first mortgage

 

43

 

$

11,828

 

60.7

%

Loans not secured by a first mortgage

 

22

 

7,654

 

39.3

%

 

 

 

 

 

 

 

 

Total Loans

 

65

 

$

19,482

 

100.0

%

 

18



 

 

 

 

 

Amortized

 

 

 

 

 

Number

 

Cost

 

 

 

Type of Institution

 

of Loans

 

(000’s)

 

%

 

 

 

 

 

 

 

 

 

Private

 

44

 

$

11,072

 

56.8

%

Public

 

21

 

8,410

 

43.2

%

 

 

 

 

 

 

 

 

Total Loans

 

65

 

$

19,482

 

100.0

%

 

 

 

 

 

The ability of a borrower to meet future debt service payments on a Loan will depend on a number of factors relevant to the financial condition of such borrower, including, among others, the size and diversity of the borrower’s sources of revenues; enrollment trends; reputation; management expertise; the availability and restrictions on the use of endowments and other funds; the quality and maintenance costs of the borrower’s facilities and, in the case of some Loans to public institutions which are obligations of a state, the financial condition of the relevant state or other governmental entity and its policies with respect to education. The ability of a borrower to maintain enrollment levels will depend on such factors as tuition costs, geographical location, geographic diversity, quality of the student body, quality of the faculty and diversity of program offerings.

 

 

 

 

 

 

 

 

 

The collateral for Loans that are secured by a mortgage on real estate generally consists of special purpose facilities, such as dormitories, dining halls and gymnasiums, which are integral components of the overall educational setting. As a result, in the event of borrower default on a Loan, the Trust’s ability to realize the outstanding balance of the Loan through the sale of the underlying collateral may be negatively impacted by the special purpose nature and location of such collateral.

 

19



 

8.

 

Fair Value of Financial Instruments

 

Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” allows for the use of a wide range of valuation techniques; therefore, it may be difficult to compare the Trust’s fair value information to public market information or to other fair value information. Accordingly, the fair value information presented below does not purport to represent, and should not be construed to represent, the underlying market value of the Trust’s net assets or the amounts that would result from the sale or settlement of the related financial instruments. Further, as the assumptions inherent in fair value estimates change, the fair value estimates will change.

 

 

 

 

 

 

 

 

 

Current market prices are not available for most of the Trust’s financial instruments since an active market generally does not exist for such instruments. In accordance with the terms of the Indenture, the Trust is required to hold all of the Loans to maturity and to use the cash flows therefrom to retire the Bonds. Accordingly, the Trust has estimated the fair values of its financial instruments both Loans and Bonds, using a discounted cash flow methodology. This methodology is similar to the approach used at the formation of the Trust to determine the carrying amounts of these instruments for financial reporting purposes. In applying the methodology, the calculations have been adjusted for the change in the relevant market rates of interest, the estimated duration of the instruments and an internally developed credit risk rating of the instruments. All calculations are based on the scheduled principal and interest payments on the Loans because the prepayment rate on these Loans is not subject to estimate and schedule payments on the Bonds.

 

 

 

 

 

 

 

 

 

Similarly, the fair values of the Trust’s investment agreements also exceed the carrying values of these investments. The fair values of these long-term fix-maturity investments are determined by adding a market rate adjustment to the carrying value of the investment. This market rate adjustment is calculated using the net present value of the difference between future interest income to the trust at the issue rate and the future interest income at the current market rate through the maturity of the investment. The current market rate is based upon the 20 year Treasury bill rate at November 30, 2006. As the current market interest rate approaches the original interest rate of the investment, the fair value of the investment approaches the carrying value.

 

20



 

 

 

 

 

The estimated fair value of each category of the Trust’s financial instruments and the related book value presented in the accompanying statement of assets and liabilities as of November 30, 2006 are as follows:

 

 

 

 

Amortized

 

 

 

 

 

Cost

 

Fair Value

 

 

 

(000’s)

 

(000’s)

 

 

 

 

 

 

 

Loans

 

$

18,922

*

$

25,493

 

 

 

 

 

 

 

Investment Agreements:

 

 

 

 

 

Revenue Fund

 

11,177

 

11,822

 

Liquidity Fund

 

2,600

 

3,452

 

 

 

 

 

 

 

 

 

$

32,699

 

$

40,767

 

 

 

 

 

 

 

Bonds

 

$

21,184

 

$

25,920

 

 


*Net of allowance for loan losses of $560,000.

 

 

 

 

 

 

9.

 

New Accounting Standards

 

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements.” This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Trust is currently evaluating the impact the adoption of FAS 157 will have on its financial statement disclosures.

 

21



 

 

 

 

 

In July 2006, the FASB released Interpretation No. 48 (FIN 48)”Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109”. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Trust’s tax return to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. The Trust is currently evaluating the impact of applying the various provisions of FIN 48.

 

22



 

COLLEGE AND UNIVERSITY FACILITY LOAN TRUST ONE

 

SCHEDULE OF INVESTMENTS

 

November 30, 2006

 

(Dollar Amounts in Thousands)

 

 

 

 

 

 

 

 

 

 

Internal

 

 

 

Outstanding

 

 

 

Stated

 

 

 

Rate of

 

Amortized

 

Principal

 

 

 

Interest

 

Maturity

 

Return % (A)

 

Cost (Notes

 

Balance

 

Description

 

Rate %

 

Date

 

(Unaudited)

 

1 and 2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COLLEGE AND UNIVERSITY LOANS (57.9%)

 

 

 

 

 

 

 

 

 

 

 

ALABAMA

 

 

 

 

 

 

 

 

 

$

160

 

Birmingham-Southern College

 

3.00

 

10/01/2010

 

12.47

 

$

129

 

2

 

Stillman College

 

3.00

 

02/01/2007

 

13.24

 

2

 

1,346

 

University of Alabama

 

3.00

 

05/01/2021

 

12.27

 

779

 

191

 

University of Montevallo

 

3.00

 

05/01/2023

 

12.30

 

103

 

 

 

CALIFORNIA

 

 

 

 

 

 

 

 

 

523

 

Azusa Pacific University

 

3.00

 

04/01/2017

 

12.96

 

329

 

1,020

 

California State University

 

3.00

 

11/01/2012

 

10.57

 

801

 

200

 

Monterey Peninsula College

 

3.00

 

10/01/2018

 

11.95

 

123

 

290

 

San Diego State University

 

3.00

 

11/01/2021

 

11.93

 

163

 

610

 

San Francisco State University

 

3.00

 

11/01/2021

 

11.93

 

346

 

 

 

ILLINOIS

 

 

 

 

 

 

 

 

 

290

 

Concordia College

 

3.00

 

05/01/2011

 

12.64

 

232

 

 

 

INDIANA

 

 

 

 

 

 

 

 

 

100

 

Anderson College

 

3.00

 

03/01/2010

 

13.02

 

83

 

230

 

Taylor University

 

3.00

 

10/01/2010

 

12.45

 

184

 

1,190

 

University of Notre Dame

 

3.00

 

04/01/2018

 

12.95

 

724

 

 

 

KANSAS

 

 

 

 

 

 

 

 

 

125

 

Emporia State University

 

3.00

 

04/01/2009

 

12.33

 

110

 

 

 

LOUISIANA

 

 

 

 

 

 

 

 

 

370

 

Xavier University

 

3.00

 

10/01/2017

 

12.54

 

226

 

 

 

MARYLAND

 

 

 

 

 

 

 

 

 

840

 

Western Maryland College

 

3.00

 

11/01/2016

 

12.44

 

540

 

 

 

MASSACHUSETTS

 

 

 

 

 

 

 

 

 

159

 

Atlantic Union College

 

3.00

 

05/01/2023

 

12.68

 

83

 

676

 

Boston University

 

3.00

 

12/31/2022

 

11.87

 

371

 

70

 

Springfield College

 

3.00

 

05/01/2011

 

12.59

 

56

 

 

 

MICHIGAN

 

 

 

 

 

 

 

 

 

800

 

Albion College

 

3.00

 

10/01/2015

 

12.51

 

529

 

200

 

Alma College

 

3.00

 

04/01/2010

 

11.87

 

169

 

2,227

 

Finlandia University

 

3.00

 

08/01/2014

 

12.70

 

1,222

 

 

 

MINNESOTA

 

 

 

 

 

 

 

 

 

880

 

Augsburg College

 

3.00

 

04/01/2016

 

12.95

 

576

 

385

 

College of St. Thomas

 

3.00

 

04/01/2017

 

12.95

 

242

 

 

 

MISSISSIPPI

 

 

 

 

 

 

 

 

 

50

 

Jackson State University

 

3.00

 

01/01/2007

 

12.50

 

47

 

20

 

Mississippi Valley State

 

3.00

 

07/01/2008

 

11.89

 

17

 

93

 

Tougaloo College

 

3.00

 

06/01/2021

 

12.44

 

50

 

 

 

MISSOURI

 

 

 

 

 

 

 

 

 

168

 

Missouri Southern State College

 

3.00

 

12/01/2008

 

10.56

 

149

 

67

 

Missouri Western State College

 

3.00

 

10/01/2008

 

11.77

 

59

 

 

The accompanying notes are an integral part of this schedule.

 

23



 

 

 

 

 

 

 

 

 

Internal

 

 

 

Outstanding

 

 

 

Stated

 

 

 

Rate of

 

Amortized

 

Principal

 

 

 

Interest

 

Maturity

 

Return % (A)

 

Cost (Notes

 

Balance

 

Description

 

Rate %

 

Date

 

(Unaudited)

 

1 and 2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NEBRASKA

 

 

 

 

 

 

 

 

 

$

74

 

University of Nebraska

 

3.00

 

07/01/2013

 

10.59

 

$

57

 

 

 

NEW HAMPSHIRE

 

 

 

 

 

 

 

 

 

230

 

Daniel Webster College

 

3.00

 

04/01/2019

 

12.99

 

135

 

205

 

New England College

 

3.625

 

10/01/2013

 

12.37

 

152

 

705

 

New England College

 

3.00

 

04/01/2019

 

12.96

 

415

 

383

 

Rivier College

 

3.625

 

04/01/2014

 

12.78

 

280

 

 

 

NEW JERSEY

 

 

 

 

 

 

 

 

 

82

 

Fairleigh Dickinson University

 

3.00

 

11/01/2020

 

12.09

 

48

 

 

 

NEW YORK

 

 

 

 

 

 

 

 

 

47

 

Alfred University

 

3.00

 

11/01/2007

 

12.41

 

43

 

394

 

Long Island University

 

3.00

 

06/01/2016

 

12.34

 

255

 

825

 

Sarah Lawrence College

 

3.00

 

11/01/2021

 

12.64

 

463

 

 

 

NORTH CAROLINA

 

 

 

 

 

 

 

 

 

74

 

Montreat-Anderson College

 

3.00

 

12/01/2019

 

12.19

 

43

 

945

 

University of North Carolina

 

3.00

 

01/01/2018

 

11.49

 

614

 

 

 

OHIO

 

 

 

 

 

 

 

 

 

1,235

 

Case Western Reserve University

 

3.00

 

04/01/2016

 

10.54

 

886

 

19

 

Riverside Hospital

 

3.00

 

04/01/2007

 

13.09

 

18

 

145

 

University of Steubenville

 

3.375

 

04/01/2012

 

12.88

 

112

 

218

 

University of Steubenville

 

3.00

 

04/01/2017

 

12.96

 

137

 

 

 

PENNSYLVANIA

 

 

 

 

 

 

 

 

 

397

 

Carnegie - Mellon University

 

3.00

 

11/01/2017

 

10.45

 

275

 

420

 

Harcum Junior College

 

3.00

 

11/01/2015

 

12.44

 

280

 

235

 

Susquehanna University

 

3.625

 

11/01/2014

 

12.32

 

167

 

77

 

Swarthmore College

 

3.00

 

11/01/2013

 

12.30

 

55

 

268

 

Temple University

 

3.375

 

11/01/2014

 

11.99

 

196

 

 

 

RHODE ISLAND

 

 

 

 

 

 

 

 

 

256

 

Community College of Rhode Island

 

3.00

 

04/01/2018

 

12.10

 

162

 

 

 

SOUTH CAROLINA

 

 

 

 

 

 

 

 

 

605

 

College of Charleston

 

3.00

 

07/01/2016

 

12.02

 

396

 

500

 

Morris College

 

3.00

 

11/01/2013

 

12.42

 

357

 

 

 

TENNESSEE

 

 

 

 

 

 

 

 

 

68

 

Bryan College

 

3.00

 

02/01/2010

 

12.68

 

56

 

227

 

Vanderbilt University

 

3.00

 

06/30/2009

 

10.39

 

199

 

 

 

TEXAS

 

 

 

 

 

 

 

 

 

388

 

Jarvis Christian College

 

3.00

 

04/01/2019

 

12.96

 

229

 

76

 

Laredo Junior College

 

3.00

 

08/01/2009

 

11.82

 

64

 

109

 

St. Edward’s University

 

3.625

 

04/01/2013

 

12.80

 

82

 

35

 

Texas College

 

3.00

 

04/01/2007

 

13.09

 

33

 

383

 

Texas Tech University

 

3.625

 

03/01/2013

 

10.80

 

303

 

2,420

 

Texas Tech University

 

3.375-3.50

 

03/01/2012

 

10.83

 

1,970

 

 

The accompanying notes are an integral part of this schedule.

 

24



 

 

 

 

 

 

 

 

 

Internal

 

 

 

Outstanding

 

 

 

Stated

 

 

 

Rate of

 

Amortized

 

Principal

 

 

 

Interest

 

Maturity

 

Return % (A)

 

Cost (Notes

 

Balance

 

Description

 

Rate %

 

Date

 

(Unaudited)

 

1 and 2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VERMONT

 

 

 

 

 

 

 

 

 

$

810

 

Middlebury College

 

3.00

 

04/01/2018

 

12.87

 

$

520

 

30

 

St. Michael’s College

 

3.00

 

04/01/2008

 

13.06

 

28

 

1,970

 

University of Vermont

 

3.00

 

10/01/2019

 

12.19

 

1,182

 

 

 

VIRGINIA

 

 

 

 

 

 

 

 

 

1,115

 

Old Dominion University

 

3.00

 

06/01/2013

 

11.70

 

808

 

 

 

WASHINGTON

 

 

 

 

 

 

 

 

 

20

 

Western Washington University

 

3.00

 

10/01/2007

 

11.16

 

18

 

29,272

(B)

Total College and University Loans

 

 

 

 

 

 

 

19,482

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses

 

 

 

 

 

 

 

560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loans of the Trust

 

 

 

 

 

 

 

18,922

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT AGREEMENTS (42.1%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,600

 

FNMA #787 Liquidity Fund

 

8.00

 

12/01/2014

 

8.00

 

2,600

 

11,177

 

FNMA #786 Revenue Fund

 

5.00

 

12/01/2014

 

5.00

 

11,177

 

13,777

 

Total Investment Agreements

 

 

 

 

 

 

 

13,777

 

43,049

 

Total Investments (100.0)%

 

 

 

 

 

 

 

32,699

 

 


(A) Represents the rate of return based on the contributed cost and the amortization to maturity.

 

(B) The tax basis in the Loans is approximately $29,272,000.

 

The accompanying notes are an integral part of this schedule.

 

25



 

ITEM 2. CODE OF ETHICS

Not applicable to the registrant.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable to the registrant.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a) Audit Fees billed to the registrant for the two most recent fiscal years:

 

Fiscal year ended 2006 - $189,000

 

Fiscal year ended 2005 - $179,000

 

(b) Audit-Related Fees billed to the registrant for the two most recent fiscal years:

 

Fiscal year ended 2006 - $0

 

Fiscal year ended 2005 - $0

 

(c) Tax Fees billed to the registrant for the two most recent fiscal years:

 

Fiscal year ended 2006 - $0

 

Fiscal year ended 2005 - $0

 

(d) All Other Fees billed to the registrant for the two most recent fiscal years:

 

Fiscal year ended 2006 - $94,000

 

             $74,000 in connection with Accountants’ Reports on Applying Agreed-Upon Procedures to comply with the requirements of section 4.8 of the Trust’s Indenture.

 

             $15,000 in connection with Accountants’ Report on Applying Agreed-Upon Procedures relating to the Trust’s Servicing Agreement.

 

             $5,000 out-of-pocket expenses

 

Fiscal year ended 2005 - $90,000

 

             $70,000 in connection with Accountants’ Reports on Applying Agreed-Upon Procedures to comply with the requirements of section 4.8 of the Trust’s Indenture.

 

             $15,000 in connection with Accountants’ Report on Applying Agreed-Upon Procedures relating to the Trust’s Servicing Agreement.

 

             $5,000 out-of-pocket expenses

 



 

(e)

 

(1) Audit Committee Policies regarding Pre-approval of Services.

Not applicable to the registrant.

 

(2) Percentage of services identified in items 4(b) through 4(d) that were approved by the registrants audit committee pursuant to paragraph  (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Not applicable to the registrant.

 

(f) Not applicable to the registrant.

 

(g) Not applicable to the registrant.

 

(h) Not applicable to the registrant.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable to the registrant.

 

ITEM 6. SCHEDULE OF INVESTMENTS

Schedule is included as part of the report to shareholders filed under Item 1.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable to the registrant.

 

ITEM 8. PORTFOLIO MANAGER OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable to the registrant.

 

ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable to the registrant.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable to the registrant.

 

ITEM 11. CONTROLS AND PROCEDURES

(a) Not applicable to the registrant.

 

(b) Not applicable to the registrant.

 



 

ITEM 12. EXHIBITS

The following exhibits are attached to this Form N-CSR:

 

 (a)

 

(1)          Code of ethics or amendments: not applicable to the registrant.

 

(2)          Certification by the registrant’s Owner Trustee, as required by Rule 30a-2(a) under the Investment Company Act of 1940, is attached.

 

(3)          Annual Compliance Statement of the Servicer, GMAC Commercial Mortgage Corporation, is attached.

 

(4)          Attestation Report of Independent Accountants, PricewaterhouseCoopers, LLP, is attached.

 

(5)          GMAC reports pursuant to section 1301, 1302, 1303, 1304, 1306 and 1307 of the Servicer Agreement.

 

(b) Certification by the registrant’s Owner Trustee, as required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

 



 

SIGNATURES

 

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.

 

(Registrant)

           College and University Facility Loan Trust One

 

 

By (Signature and Title)

/s/ James Byrnes Vice President

 

 

 

Date

March 5, 2007

 

 

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 (Signature and Title)

/s/ James Byrnes Vice President

 

 

 

Date

March 5, 2007