N-CSRS
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)
Laura S
Cawley
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) 603-6452
Date of fiscal year end: November 30
Date of reporting period: December 1, 2013 – May 31, 2014
ITEM 1. REPORT TO STOCKHOLDERS
College and University Facility Loan Trust One
Financial Statements (Unaudited)
As of and for the Six Months Ended May 31, 2014
College and University Facility Loan Trust One
Contents
2
College and University Facility Loan Trust One
Statement of Assets and Liabilities (Unaudited)
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| May 31, 2014 |
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| Assets: |
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|
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| Investments, at amortized cost, net of allowance for loan losses of $32,000 (Notes 2, 6, 7 and 8) |
|
$ |
8,220,039 |
|
| Cash |
|
|
154,047 |
|
| Interest Receivable |
|
|
176,148 |
|
| Prepaid Assets |
|
|
19,276 |
|
| Deferred Bond Issuance Costs (Note 2) |
|
|
1,188 |
|
|
|
|
|
|
| Total Assets |
|
|
8,570,698 |
|
|
|
|
|
|
| Liabilities: |
|
|
|
|
| Bonds Payable (Notes 3 and 8) |
|
|
1,633,327 |
|
| Bond Interest Payable (Note 3) |
|
|
86,158 |
|
| Accrued Expenses and Other Liabilities |
|
|
176,020 |
|
| Distributions Payable to Class B Certificateholders (Note 5) |
|
|
1,136,612 |
|
|
|
|
|
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| Total Liabilities |
|
|
3,032,117 |
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|
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| Net Assets: |
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|
|
|
| Class B Certificates, par value $1; authorized, issued and outstanding – 1,001,643 certificates
|
|
|
1,001,643 |
|
| Additional Paid-In Capital |
|
|
4,568,938 |
|
| Distributions In Excess of Net Investment Income |
|
|
(32,000 |
) |
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|
|
|
|
| Net Assets |
|
$ |
5,538,581 |
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|
| Net Asset Value per Class B Certificate (based on 1,001,643 certificates outstanding) |
|
$ |
5.53 |
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|
The accompanying notes are an integral part of these financial statements.
3
College and University Facility Loan Trust One
Statement of Operations (Unaudited)
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| Six months ended May 31, 2014 |
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|
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| Investment Income: |
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|
|
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| Interest income (Note 2) |
|
$ |
452,736 |
|
|
|
|
|
|
| Expenses: |
|
|
|
|
| Interest expense (Note 3) |
|
|
88,590 |
|
| Professional fees |
|
|
170,141 |
|
| Trustee fees (Note 4) |
|
|
20,110 |
|
| Servicer fees (Note 4) |
|
|
2,897 |
|
| Other trust and bond administration expenses |
|
|
2,439 |
|
|
|
|
|
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| Total Expenses |
|
|
284,177 |
|
|
|
|
|
|
| Net Investment Income |
|
|
168,559 |
|
| Decrease in Allowance for Loan Losses (Note 6) |
|
|
6,000 |
|
|
|
|
|
|
| Net Increase in Net Assets Resulting From Operations |
|
$ |
174,559 |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
4
College and University Facility Loan Trust One
Statements of Changes in Net Assets
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|
Six Months
Ended
May 31,
2014
(Unaudited) |
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|
Year Ended
November 30,
2013 |
|
| Increase From Operations: |
|
|
|
|
|
|
|
|
| Net investment income |
|
$ |
168,559 |
|
|
$ |
904,619 |
|
| Decrease in allowance for loan losses |
|
|
6,000 |
|
|
|
200,000 |
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|
|
|
|
|
|
|
|
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| Net increase in net assets resulting from operations |
|
|
174,559 |
|
|
|
1,104,619 |
|
| Distributions to Class B Certificateholders From: |
|
|
|
|
|
|
|
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| Tax return of capital (Note 5) |
|
|
(1,136,612 |
) |
|
|
(3,121,325 |
) |
|
|
|
|
|
|
|
|
|
| Net Decrease in Net Assets |
|
|
(962,053 |
) |
|
|
(2,016,706 |
) |
| Net Assets: |
|
|
|
|
|
|
|
|
| Beginning of period/year |
|
|
6,500,634 |
|
|
|
8,517,340 |
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|
|
|
|
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|
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| End of period/year |
|
$ |
5,538,581 |
|
|
$ |
6,500,634 |
|
|
|
|
|
|
|
|
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|
The accompanying notes are an integral part of these financial statements.
5
College and University Facility Loan Trust One
Statement of Cash Flows (Unaudited)
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| Six months ended May 31, 2014 |
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|
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| Cash Flows From Operating Activities: |
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|
|
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| Reconciliation of net increase in net assets resulting from operations to net cash provided by operating activities: |
|
|
|
|
| Net increase in net assets resulting from operations |
|
$ |
174,559 |
|
| Decrease in allowance for loan losses |
|
|
(6,000 |
) |
| Amortization of deferred bond issuance costs |
|
|
2,431 |
|
| Accretion of purchase discount on Loans |
|
|
(226,911 |
) |
| Receipts of payments on loan principal balance |
|
|
797,880 |
|
| Decrease in investment agreements, net |
|
|
3,033,141 |
|
| Decrease in interest receivable |
|
|
61,541 |
|
| Increase in prepaid expenses |
|
|
(19,276 |
) |
| Decrease in bonds interest payable |
|
|
(48,241 |
) |
| Decrease in accrued expenses and other liabilities |
|
|
(32,711 |
) |
|
|
|
|
|
| Net cash provided by operating activities |
|
|
3,736,413 |
|
|
|
|
|
|
| Cash Flows From Financing Activities: |
|
|
|
|
| Principal payments on Bonds |
|
|
(914,521 |
) |
| Distribution payments to Class B certificateholders |
|
|
(2,717,845 |
) |
|
|
|
|
|
| Net cash used in financing activities |
|
|
(3,632,366 |
) |
|
|
|
|
|
| Net Increase in Cash |
|
|
104,047 |
|
| Cash, beginning of period/year |
|
|
50,000 |
|
|
|
|
|
|
| Cash, end of period/year |
|
$ |
154,047 |
|
|
|
|
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| Supplemental Cash Flow Information: |
|
|
|
|
| Cash paid for interest on Bonds |
|
$ |
134,399 |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
6
College and University Facility Loan Trust One
Financial Highlights
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Six Months
Ended May 31,
2014 |
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|
Years Ended November 30, |
|
| |
(Unaudited) |
|
|
2013 |
|
|
2012 |
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|
2011 |
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|
2010 |
|
|
2009 |
|
| Per Certificate Operating Performance
Information: |
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| Net asset value, beginning of period/year |
|
$ |
6.49 |
|
|
$ |
8.50 |
|
|
$ |
9.41 |
|
|
$ |
10.05 |
|
|
$ |
10.01 |
|
|
$ |
10.34 |
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| Income from investment operations: |
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|
|
|
|
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| Net investment income |
|
|
.16 |
|
|
|
.90 |
|
|
|
.50 |
|
|
|
.81 |
|
|
|
.70 |
|
|
|
.70 |
|
| (Increase) decrease in allowance for loan losses |
|
|
.01 |
|
|
|
.20 |
|
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|
.01 |
|
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|
.20 |
|
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|
.13 |
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(.12 |
) |
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| Net increase from operations |
|
|
.17 |
|
|
|
1.10 |
|
|
|
.51 |
|
|
|
1.01 |
|
|
|
.83 |
|
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|
.58 |
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| Distributions to Class B certificateholders
from tax return of capital |
|
|
(1.13 |
) |
|
|
(3.11 |
) |
|
|
(1.42 |
) |
|
|
1.65 |
) |
|
|
(.79 |
) |
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|
(.91 |
) |
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| Net asset value, end of period/year(c) |
|
$ |
5.53 |
|
|
$ |
6.49 |
|
|
$ |
8.50 |
|
|
$ |
9.41 |
|
|
$ |
10.05 |
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$ |
10.01 |
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| Total investment return(a) |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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N/A |
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| Net assets applicable to Class B Certificates,
End of period/year |
|
$ |
5,538,581 |
|
|
$ |
6,500,634 |
|
|
$ |
8,517,340 |
|
|
$ |
9,420,811 |
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|
$ |
10,063,642 |
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|
$ |
10,025,807 |
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| Ratios and Supplemental Data: |
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| Ratio of operating expenses to average net assets applicable to Class B Certificates |
|
|
4.59 |
%(b)(d) |
|
|
10.59 |
%(b) |
|
|
11.62 |
%(b) |
|
|
12.36 |
%(b) |
|
|
14.82 |
%(b) |
|
|
17.35 |
%(b) |
| Ratio of net investment income to average net assets applicable to Class B Certificates |
|
|
2.72 |
%(d) |
|
|
12.05 |
% |
|
|
5.57 |
% |
|
|
8.30 |
% |
|
|
6.98 |
% |
|
|
6.89 |
% |
| Number of Class B Certificates outstanding, end of period/year |
|
|
1,001,643 |
|
|
|
1,001,643 |
|
|
|
1,001,643 |
|
|
|
1,001,643 |
|
|
|
1,001,643 |
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|
1,001,643 |
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| (a) |
The Trust’s investments are recorded at amortized cost as discussed in Note 2. Accordingly, the financial statements do not reflect the fair 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. The Trust is prohibited, by the terms of its Indenture, from selling or purchasing any investments. As the
Trust did not purchase or sell investments during the periods presented, “portfolio turnover” is 0% for all periods presented. |
| (b) |
Excluding interest expense, the ratio of operating expenses to average net assets was 3.16%(d), 6.15%, 5.17%, 3.79%, 3.65% and 3.42% in 2014, 2013, 2012, 2011, 2010 and 2009, respectively. |
| (c) |
The Trust is prohibited, by the terms of its Indenture, from issuing new, or redeeming existing, Certificates. As such, market value is not presented, as discussed in Note 2. |
The accompanying notes are an integral part of these financial
statements.
7
College and University Facility Loan Trust One
Notes to Financial Statements (Unaudited)
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 Bank of Boston (the “Owner Trustee”), succeeded by
State Street Bank and Trust Company, succeeded by U.S. Bank National Association (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,
(the 1940 Act) 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 (at maturity) of $126,995,000. The Bonds
constitute full recourse obligations of the Trust. The collateral securing the Bonds consists primarily of a pool of loans made to college and university facilities (the “Loans”) and certain other 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 under the College Housing Loan Program or the Academic Facilities Loan Program. The Loans, which
have been assigned to The Bank of New York Mellon Trust Company, National Association, as successor in interest 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. The Trust is prohibited, by the terms of its Indenture, from selling or purchasing any Loans and investments.
All payments on the Loans and earnings under the investment agreements and any required transfers from the Expense Fund, Reserve Fund and Liquidity Fund are
deposited to the credit of the Revenue Fund held by the Bond Trustee, as defined within and in accordance with the Indenture. In accordance with the Indenture, on each bond payment date, the 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. See Note 8 for balances in the
Revenue and Liquidity Funds.
Berkadia Commercial Mortgage LLC (“Servicer” or “Berkadia”), formerly Capmark Finance, Inc., is the
administrator for the Loan portfolio. Berkadia serves as the Master Servicer and Special Servicer under the Master Servicing and Special Service Agreements. Berkadia handles the custodial bank accounts and performs the Loan recordkeeping and
monitoring.
8
College and University Facility Loan Trust One
Notes to Financial Statements (Unaudited)
2. Summary of Significant Accounting Policies
(a) College and University Facility Loans
The
Loans were purchased by the Trust at amounts below the par value of the Loans, i.e. “purchase discount”.
As a 1940 Act investment company, the
Trust is required to report the investment portfolio of Loans at fair value under the Accounting Standard Codification (“ASC”) Topic 946, Financial Services—Investment Companies, (“ASC 946”). However, management
believes that the amortized cost method of accounting, net of any allowance for loan losses, best serves the informational needs of the users of the Trust’s financial statements.
Pursuant to a “no-action letter” that the Trust received from the Securities and Exchange Commission, the Loans were recorded at the discounted
value (the amortized cost) and are being accounted for under the amortized cost method of accounting, net of any allowance for loan losses. Under the amortized cost method, the difference between the purchase discount and par value of each Loan is
accreted to par value, assuming no prepayments of principal, and included in the Trust’s interest income by applying the Loan’s effective interest rate to the amortized cost of that Loan over the duration of the Loan. Upon a Loan
prepayment, any remaining unamortized purchase discount is recognized as interest income. The remaining balance of the unamortized purchase discount on the Loans as of May 31, 2014 was approximately $1,036,000. For the six months ended May 31, 2014,
the Trust recognized approximately $227,000 of interest income from the accretion of purchase discount. As a result of prepayments of Loans during the six months ended May 31, 2014, approximately $74,000 from the remaining unamortized purchase
discount on such loans at the time of prepayment is included in the $227,000 of accretion for the six months ended May 31, 2014.
The Trust records an
allowance for loan losses based on the Trust’s evaluation of collectability of the Loans within the portfolio. The Loans are classified into three separate pools based on risk and collection performance. The pools are then assigned a reserve
percentage based on risk and other factors and a reserve is systematically calculated for the pools:
| |
(1) |
General – Loans are performing on a timely basis and where there is no information that leads the Trust to reclassify to a different risk pool. |
| |
(2) |
Substandard – Loans are generally classified into this category resulting from either historical collection issues or administrative issues with receiving collection that have been on-going. Loans in this pool are
not considered uncollectible but due to collection issues, a higher reserve percentage is applied due to the risk profile of this pool. |
| |
(3) |
Doubtful – A Loan is considered doubtful 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 in this category are generally assigned a 100% reserve unless facts and circumstances provide evidence that some level of collectability exists. At May 31, 2014, no Loans were deemed doubtful by the Trust. |
As the credit quality for an individual Loan borrower changes, the Loan is evaluated for reclassification to a different risk pool as described above. Risk
ratings to the existing pools may be adjusted based on qualitative factors including, among others, general economic and business conditions, credit quality trends, and specific industry conditions. Berkadia, as part of its loan portfolio
administrative responsibilities, monitors credit quality primarily through two trigger points: receipt of financial information that upon review raises credit quality concerns and delinquent payments which then require investigation as to causes of
the delinquency. Historically, write-offs have not been material.
9
College and University Facility Loan Trust One
Notes to Financial Statements (Unaudited)
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 and such differences could be material.
(b) Interest Income
The Trust accrues interest, including accretion of purchase discount, on the Loans as earned. The Loans generally require interest payments on a semiannual
basis with rates of interest ranging from 3% to 3.375%. The Trust recognizes the accretion of Loan purchase discount as interest income on the effective interest method.
The Trust views all payment amounts over 30 days past due as delinquent. It is the Trust’s policy to generally 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. Due to the nature of the Loan investments in the Trust, there are
instances where payment of the Loans and related interest may not be received by the Trust due to documentation issues that require time for the Trust to resolve. In those circumstances, where the past due loan is greater than 180 days but the
Trust has concluded it is not a credit issue, the Trust will continue to accrue interest or accrete purchase discount if the Trust believes interest and principal amounts to be collectible. When a Loan is placed on nonaccrual status, all previously
accrued, but uncollected interest is reversed against the current period’s interest income. Subsequently, any interest income received from a Loan that is on nonaccrual status is recognized when received and such payments are generally applied
to interest first, with the balance, if any, applied to principal. At May 31, 2014, no Loans have been placed on nonaccrual status.
(c) 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 cost, whereas they should be reported at fair value under ASC 946. However, management believes
that the cost method of accounting best serves the informational needs of the users of the Trust’s financial statements because the Trust cannot sell or dispose of these investment agreements prior to the date they terminate, which is the
earlier of December 1, 2014, or the date on which the Bonds are paid-in-full. See Note 8 for discussion of fair value measurement of these investments.
(d) Deferred Bond Issuance Costs
Deferred bond
issuance costs are amortized using the effective interest-rate method over the life of the Bonds, assuming that all mandatory semiannual payments will be made on the Bonds as discussed in Note 3, and are included as a component of interest
expense.
(e) 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 provision for federal income, state income, or excise tax is necessary.
10
College and University Facility Loan Trust One
Notes to Financial Statements (Unaudited)
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.
As of May 31, 2014, the Trust had no uncertain tax positions that would require financial
statement recognition, de-recognition, or disclosure. The Trust is additionally not aware of any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will change in the next 12 months.
The Trust files a U.S. federal and Massachusetts state income tax return annually after its fiscal year-end, which is subject to full examination for a period
of three years from the date of filing. As of May 31, 2014, there were no returns under investigation.
Capital distributions are presented and disclosed
in accordance with ASC 946, which requires the Trust to report distributions that are in excess of tax-basis earnings and profits as a taxable return of capital and to present the Trust’s distributable earnings (components of net assets) on a
basis that approximate the amounts that are available for future distributions on a tax basis. Distributions of $0.40 and $2.71 per certificate were declared on May 30, 2013 and November 27, 2013 and paid to certificateholders of
record on June 3, 2013 and December 2, 2013, respectively. The distribution of $3,121,325 for the year ended November 30, 2013 is a return of capital for tax purposes.
As of November 30, 2013, the Trust’ most recent tax year end, the primary permanent differences between generally accepted accounting principles in the
United States of America (“GAAP”) and tax basis are related to:
| |
(a) |
The accretion of the Loan purchase discounts under GAAP. For the years ended November 30, 2013 and 2012, the Trust recorded $1,079,328 and $790,689, respectively of interest income related to the accretion of
purchase discounts. At November 30, 2013, the Trust had accumulated accretion of the purchase discounts of $113,266,765. |
| |
(b) |
Net operating losses for tax purposes of $174,709 for the year ended November 30, 2013. |
The reason for the
book-to-tax temporary difference relates to allowance for loan losses.
(f) Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates.
(g) Statement of Cash Flows
The cash amount shown
in the Statement of Cash Flows of the Trust is the amount included in the Trust’s Statement of Assets and Liabilities and represents the cash at the bank and does not include any short-term investments.
(h) Risk Factors
The Trust’s investments are
subject to the following:
11
College and University Facility Loan Trust One
Notes to Financial Statements (Unaudited)
Credit Risk
The Trust is subject to credit risk from its counterparties to any of its investments if the counterparties fail to perform pursuant to the terms of their
agreements with the Trust.
The Trust’s investment agreements are held in escrow by the Bond Trustee. The Bond Trustee has custody of the
Trust’s investment agreements. The Trust is subject to counterparty risk to the extent that the Bond Trustee may be unable to fulfill its obligations to the Trust.
Loan payments made to the Trust are received and processed by the Servicer. The Trust is subject to counterparty risk to the extent that the borrowers and the
Servicer may be unable to fulfill their obligations to the Trust.
Prepayment Risk
Most of the Loans held by the Trust allow for prepayment of principal without penalty. As such, the Trust is subject to prepayment risk, which could negatively
impact future earnings.
(i) Indemnification
Under the Trust’s organizational documents, its Owner Trustee and Bond Trustee may be indemnified against certain liabilities and expenses arising out of
the performance of their duties to the Trust, and certificateholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Trust may enter into agreements with service
providers that may contain indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.
3. Bond
The Bond outstanding at May 31, 2014 consist of
the following:
|
|
|
|
|
|
|
|
|
|
|
| Type |
|
Interest Rate |
|
|
Stated Maturity |
|
Principal
Amount
(000’s) |
|
| Term |
|
|
10.55 |
% |
|
December 1, 2014 |
|
$ |
1,633 |
|
The Bond are being redeemed, in part, on a pro rata basis by application of mandatory semi-annual 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 Bond is payable semi-annually.
On June 2, 2014, the Trust made the mandatory redemption of approximately $853,000 on the Bond. The average amount of bond principal outstanding for the
six months ended May 31, 2014 was approximately $2,091,000.
12
College and University Facility Loan Trust One
Notes to Financial Statements (Unaudited)
The aggregate scheduled maturities of the Bond, including the scheduled mandatory redemptions at May 31,
2014, are as follows:
|
|
|
|
|
| Fiscal Year |
|
Amount
(000’s) |
|
| 2014 |
|
$ |
852,686 |
|
| 2015 |
|
|
780,641 |
|
|
|
|
|
|
| Total |
|
$ |
1,633,327 |
|
|
|
|
|
|
The Bond are not subject to optional redemption by either the Trust or the bondholders.
In the event the Trust realizes negative cash flows, the Liquidity Fund and Reserve Fund were 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 Bond and to pay operating expenses of the Trust. See Note 8 for balances in these respective funds.
The cash flows for the June 2, 2014 bond payment date were sufficient to satisfy the Maximum Reserve Requirement of $455,710, as required by, and defined in,
the Indenture.
4. Administrative Agreements
(a) Servicer
As compensation for the services
provided under the servicing agreement, Berkadia 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 six months ended May 31, 2014, this fee totaled $1,440. Additionally, per the servicing agreement, the Servicer is reimbursed for certain expenditures incurred related to inspection of mortgaged
property. For the six months ended May 31, 2014, the Servicer was reimbursed $1,458. As of May 31, 2014, $581 in fees are due to the Servicer.
(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:
Under the Declaration
of Trust agreement, the Owner Trustee, in its capacities as manager of the Trust and as Owner Trustee earned fees of $10,145 and $9,131, respectively, for the six months ended May 31, 2014. In addition, the owner trustee is entitled to an annual
registration fee of $1,000 adjusted for inflation since the Trust’s inception. This fee is billed to the Trust at year end. The Owner Trustee did not incur 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 addition, the Bond Trustee is reimbursed for other agreed-upon related expenses such as transaction costs. For the six months ended May 31,
2014, total Bond Trustee fees and related expenses amounted to $834.
13
College and University Facility Loan Trust One
Notes to Financial Statements (Unaudited)
5. Certificates
The holders of the Class B certificates may receive semi-annual distributions declared in May and November of each year, calculated in accordance with the
Indenture from amounts collected by the Trust, on a pro rata basis. While the Bonds remain outstanding, the distributions are paid on the second business day in each June and December and, after the Bonds are paid in full on the first business
day of each month. The certificate holders of the Class B Certificates are entitled to one vote per certificate. At May 31, 2014, the distributions declared on May 30, 2014 of $1,136,612, which was paid on June 2, 2014, was recorded as
distributions payable.
6. Allowance for Loan Losses
An analysis of the allowance for loan losses for the six months ended May 31, 2014 is summarized as follows:
|
|
|
|
|
| Balance, beginning of period |
|
$ |
38,000 |
|
| Decrease in allowance for loan losses |
|
|
(6,000 |
) |
| Charge-offs |
|
|
— |
|
| Recoveries |
|
|
— |
|
|
|
|
|
|
| Balance, end of period |
|
$ |
32,000 |
|
|
|
|
|
|
Loan classification by credit risk profile as of May 31, 2014 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Amortized
Cost
(000’s) |
|
|
Reserve
Amount
(000’s) |
|
|
Net
(000’s) |
|
| General |
|
$ |
3,198 |
|
|
$ |
32 |
|
|
$ |
3,166 |
|
| Substandard |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Doubtful |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
3,198 |
|
|
$ |
32 |
|
|
$ |
3,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7. Loans
Scheduled
principal and interest payments on the Loans as of May 31, 2014 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fiscal Year |
|
Principal
Payments
(000’s) |
|
|
Interest
Payments
(000’s) |
|
|
Total
(000’s) |
|
| 2014 |
|
$ |
369 |
|
|
$ |
63 |
|
|
$ |
432 |
|
| 2015 |
|
|
716 |
|
|
|
111 |
|
|
|
827 |
|
| 2016 |
|
|
733 |
|
|
|
89 |
|
|
|
822 |
|
| 2017 |
|
|
645 |
|
|
|
67 |
|
|
|
712 |
|
| 2018 |
|
|
553 |
|
|
|
49 |
|
|
|
602 |
|
| Thereafter |
|
|
1,217 |
|
|
|
64 |
|
|
|
1,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
4,233 |
|
|
$ |
443 |
|
|
$ |
4,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. Principal prepayments made during the six months ended May 31, 2014 totaled $305,000.
14
College and University Facility Loan Trust One
Notes to Financial Statements (Unaudited)
The ability of a borrower to meet future 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.
There were no outstanding principal amounts as of May 31, 2014.
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 purpose, nature and location of such collateral.
8. Fair Value of Financial Instruments
ASC Topic 825, Financial Instruments, requires entities to disclose the estimated fair value of financial instruments, where they are accounted for on a
basis other than fair value.
ASC Topic 820, Fair Value Measurement, establishes fair valuation principles and a hierarchy for inputs used in
measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in
valuing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs are inputs that reflect the Trust’s assumptions about the factors market participants would use in valuing the asset or
liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities.
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
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 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
15
College and University Facility Loan Trust One
Notes to Financial Statements (Unaudited)
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 and Bonds, excluding
any potential prepayments as it is not possible to estimate such prepayments.
The fair values of the fixed-maturity investment agreements are determined
by adding a market rate adjustment to the carrying value of the investments. 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 Federal National Mortgage Association bond rates at May 31, 2014, with similar maturity dates to the investment agreements.
The following table summarizes the estimated fair value and carrying value of the Trust’s assets and liabilities that represent financial instruments,
which all are deemed to be Level 2 fair value measurements, as of May 31, 2014:
|
|
|
|
|
|
|
|
|
| |
|
Carrying
Value
(000’s) |
|
|
Fair
Value
(000’s) |
|
| Loans |
|
$ |
3,166 |
* |
|
$ |
4,274 |
|
| Investment Agreements: |
|
|
|
|
|
|
|
|
| Revenue Fund |
|
|
2,454 |
|
|
|
2,469 |
|
| Liquidity Fund |
|
|
2,600 |
|
|
|
2,701 |
|
|
|
|
|
|
|
|
|
|
| Total Investment Agreements |
|
|
5,054 |
|
|
|
5,170 |
|
|
|
|
|
|
|
|
|
|
| Total Investments |
|
$ |
8,220 |
|
|
$ |
9,446 |
|
|
|
|
|
|
|
|
|
|
| Bonds Payable |
|
$ |
1,633 |
|
|
$ |
1,760 |
|
|
|
|
|
|
|
|
|
|
| * |
Net of allowance for loan losses of $32,000 |
There were no transfers between levels during the six months
ended May 31, 2014. The Trust’s policy is to recognize transfers in and transfers out as of the beginning of the period.
9. Subsequent Events
The Trust has evaluated the need for disclosures and/or adjustments to the financial statements resulting from subsequent events through the date of
issuance of these financial statements. Except for the subsequent distributions disclosed in Notes 3 and 5, the evaluation did not identify any subsequent events that necessitated disclosures and/or adjustments to these financial statements.
16
COLLEGE AND UNIVERSITY FACILITY LOAN TRUST ONE
SCHEDULE OF INVESTMENTS
(Unaudited)
May 31,
2014
(Dollar Amounts in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding
Principal
Balance |
|
|
Description |
|
Stated
Interest
Rate % |
|
|
Maturity Date |
|
|
Effective
Yield to
Maturity % (A) |
|
|
Amortized
Cost (Notes
1 and 2) |
|
|
|
|
|
COLLEGE AND UNIVERSITY LOANS (58%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALABAMA (10%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ |
686 |
|
|
University of Alabama |
|
|
3.00 |
% |
|
|
05/01/2021 |
|
|
|
12.27 |
% |
|
$ |
498 |
|
| |
113 |
|
|
University of Montevallo |
|
|
3.00 |
|
|
|
05/01/2023 |
|
|
|
12.30 |
|
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
574 |
|
|
|
|
|
CALIFORNIA (11%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
163 |
|
|
Azusa Pacific University |
|
|
3.00 |
|
|
|
04/01/2017 |
|
|
|
12.96 |
|
|
|
135 |
|
| |
95 |
|
|
Monterey Peninsula College |
|
|
3.00 |
|
|
|
10/01/2018 |
|
|
|
11.95 |
|
|
|
77 |
|
| |
170 |
|
|
San Diego State University |
|
|
3.00 |
|
|
|
11/01/2021 |
|
|
|
11.93 |
|
|
|
124 |
|
| |
355 |
|
|
San Francisco State University |
|
|
3.00 |
|
|
|
11/01/2021 |
|
|
|
11.93 |
|
|
|
258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
594 |
|
|
|
|
|
MASSACHUSETTS (6%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
97 |
|
|
Atlantic Union College |
|
|
3.00 |
|
|
|
11/01/2023 |
|
|
|
12.68 |
|
|
|
64 |
|
| |
409 |
|
|
Boston University |
|
|
3.00 |
|
|
|
12/31/2022 |
|
|
|
11.87 |
|
|
|
281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
345 |
|
|
|
|
|
NEW JERSEY (1%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
42 |
|
|
Fairleigh Dickinson University |
|
|
3.00 |
|
|
|
11/01/2020 |
|
|
|
12.09 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
|
|
|
|
NEW YORK (8%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
130 |
|
|
Long Island University |
|
|
3.00 |
|
|
|
06/01/2016 |
|
|
|
12.34 |
|
|
|
112 |
|
| |
443 |
|
|
Sarah Lawrence College |
|
|
3.00 |
|
|
|
11/01/2021 |
|
|
|
12.64 |
|
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
433 |
|
|
|
|
|
NORTH CAROLINA (0%)* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
34 |
|
|
Montreat-Anderson College |
|
|
3.00 |
|
|
|
12/01/2019 |
|
|
|
12.19 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 |
|
|
|
|
|
PENNSYLVANIA (0%)* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
13 |
|
|
Temple University |
|
|
3.375 |
|
|
|
11/01/2014 |
|
|
|
11.99 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
RHODE ISLAND (1%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
96 |
|
|
Community College of Rhode Island |
|
|
3.00 |
|
|
|
04/01/2018 |
|
|
|
12.10 |
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80 |
|
|
|
|
|
SOUTH CAROLINA (3%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
192 |
|
|
College of Charleston |
|
|
3.00 |
|
|
|
07/01/2016 |
|
|
|
12.02 |
|
|
|
167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
167 |
|
|
|
|
|
VERMONT (17%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
270 |
|
|
Middlebury College |
|
|
3.00 |
|
|
|
04/01/2018 |
|
|
|
12.87 |
|
|
|
219 |
|
| |
925 |
|
|
University of Vermont |
|
|
3.00 |
|
|
|
10/01/2019 |
|
|
|
12.19 |
|
|
|
718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
937 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COLLEGE & UNIVERSITY LOANS (58%) |
|
|
|
|
|
|
|
3,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses (-1%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net of allowance for loan losses (57%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INVESTMENT AGREEMENTS (91%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2,600 |
|
|
FNMA #787 Liquidity Fund |
|
|
8.00 |
|
|
|
12/01/2014 |
(C) |
|
|
8.00 |
|
|
|
2,600 |
|
| |
2,454 |
|
|
FNMA #786 Revenue Fund |
|
|
5.00 |
|
|
|
12/01/2014 |
(C) |
|
|
5.00 |
|
|
|
2,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENT AGREEMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments (148%) |
|
|
|
|
|
|
|
|
|
|
|
(B) |
|
|
8,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS, LESS LIABILITIES (-48%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,681 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS (100.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (A) |
Represents the rate of return earned by the Trust based on the purchase discount and the accretion to maturity as of the date of purchase. |
| (B) |
The tax basis of all investments is approximately $9,287. |
| (C) |
Terminates at the earlier of December 1, 2014 or the date on which the Bonds are paid-in-full (Note 2). |
The accompanying notes are an integral part of this schedule.
17
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 2013 - $154,850
Fiscal year ended 2012 - $159,000
(b)
Audit-Related Fees billed to the registrant for the two most recent fiscal years:
Fiscal year ended 2013 - $0
Fiscal year ended 2012 - $0
(c) Tax Fees billed
to the registrant for the two most recent fiscal years:
Fiscal year ended 2013- $0
Fiscal year ended 2012 - $0
(d) All Other Fees
billed to the registrant for the two most recent fiscal years:
Fiscal year ended 2013 - $60,175
-$43,575 in connection with Accountants’ Report on Applying Agreed-Upon Procedures to comply with the requirements of section 4.8 of the
Trust’s Indenture.
-$12,600 in connection with Accountants’ Report on Applying Agreed Upon Procedure relating to the
Trust’s Servicing Agreement.
-$4,000 out of pocket expenses.
Fiscal year ended 2012 - $57,500
-$41,500 in connection with Accountants’ Report on Applying Agreed-Upon Procedures to comply with the requirements of section 4.8 of the
Trust’s Indenture.
-$12,000 in connection with Accountants’ Report on Applying Agreed Upon Procedure relating to the
Trust’s Servicing Agreement.
-$4,000 out of pocket expenses.
(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:
| |
(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, Berkadia Commercial Mortgage LLC, is attached. |
| |
(4) |
Report on Compliance with minimum Master Servicing Standards is attached. |
| |
(5) |
Berkadia Commercial Mortgage LLC 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/ Laura S Cawley, Vice
President
Date June 25, 2014
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/ Bryan Calder, Executive Vice
President
Date June 25, 2014
