-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OL8ZQCWluEs8gaxkqsrP0Q7LQy3yMDrKU2dCRX9+x+QtKWzUzM7Y87A4EctFfP8o aEztKyWmYVzkUly8++jfwA== 0000889123-07-000013.txt : 20070515 0000889123-07-000013.hdr.sgml : 20070515 20070515133035 ACCESSION NUMBER: 0000889123-07-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070515 DATE AS OF CHANGE: 20070515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDWOOD MORTGAGE INVESTORS VI CENTRAL INDEX KEY: 0000811592 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 943094928 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-17573 FILM NUMBER: 07851376 BUSINESS ADDRESS: STREET 1: 900 VETERANS BLVD SUITE 500 CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6503655341 MAIL ADDRESS: STREET 1: 900 VETERANS BLVD SUITE 500 CITY: REDWOOD CITY STATE: CA ZIP: 94063 10-Q 1 form10qrmi6033107.htm form10qrmi6033107.htm





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
 
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2007

OR

 
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number:  000-17573

REDWOOD MORTGAGE INVESTORS VI,
a California Limited Partnership
 (Exact name of registrant as specified in its charter)

California
 
94-3031211
(State or other jurisdiction of incorporation
 
(I.R.S. Employer
or organization)
 
Identification No.)

900 Veterans Blvd., Suite 500, Redwood City, CA
94063-1743
(Address of principal executive offices)
(Zip Code)

(650) 365-5341
 (Registrant’s telephone number, including area code)

NOT APPLICABLE
 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes
XX
 
No
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  [  ]                                                   Accelerated Filer  [  ]                                               Non-Accelerated Filer  [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes
   
No
XX

 
1

 

Part I – Item I.    FINANCIAL STATEMENTS

REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
BALANCE SHEETS
MARCH 31, 2007 (unaudited) AND DECEMBER 31, 2006 (audited)

ASSETS

   
March 31,
   
December 31,
 
   
2007
   
2006
 
                 
Cash and cash equivalents
 
$
932,866
   
$
161,114
 
                 
Loans
               
Loans, secured by deeds of trust
   
4,692,108
     
5,493,828
 
Loans, unsecured, net discount of $94,802 and $97,860 for
               
March 31, 2007 and December 31, 2006, respectively
   
720,495
     
712,643
 
     
5,412,603
     
6,206,471
 
Less allowance for loan losses
   
(294,551
)
   
(294,507
)
Net loans
   
5,118,052
     
5,911,964
 
                 
Interest and other receivables
               
Accrued interest and late fees
   
49,468
     
68,329
 
Advances on loans
   
120
     
1,004
 
Receivable from affiliate
   
15,030
     
3,414
 
Total interest and other receivables
   
64,618
     
72,747
 
                 
Real estate held for sale, net
   
130,215
     
130,215
 
                 
Total assets
 
$
6,245,751
   
$
6,276,040
 

LIABILITIES AND PARTNERS’ CAPITAL

Liabilities
               
                 
Payable to affiliate
 
$
10,193
   
$
10,194
 
Total liabilities
   
10,193
     
10,194
 
                 
Partners’ capital
               
Limited partners’ capital, subject to redemption
   
6,225,797
     
6,256,085
 
General partners’ capital
   
9,761
     
9,761
 
Total partners’ capital
   
6,235,558
     
6,265,846
 
                 
Total liabilities and partners’ capital
 
$
6,245,751
   
$
6,276,040
 


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


 
2

 

REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 (unaudited)


   
2007
   
2006
 
Revenues
           
Interest on loans
  $
124,417
    $
66,945
 
Interest-interest bearing accounts
   
3,859
     
12,330
 
Late charges, prepayment penalties and fees
   
2,357
     
390
 
     
130,633
     
79,665
 
Expenses
               
Asset management fees
   
1,963
     
 
Clerical costs through Redwood Mortgage Corp.
   
1,908
     
2,246
 
Provision for (recovery of) losses on loans and real estate
               
held for sale
   
44
      (33,780 )
Professional services
   
19,524
     
14,278
 
Other
   
10,760
     
2,901
 
     
34,199
      (14,355 )
Net income
  $
96,434
    $
94,020
 
                 
Net income:  general partners (1%)
  $
964
    $
940
 
limited partners (99%)
   
95,470
     
93,080
 
    $
96,434
    $
94,020
 
Net income per $1,000 invested by limited
               
partners for entire period
               
                 
-where income is compounded and retained
  $
15
    $
15
 
                 
-where partner receives income in monthly
               
distributions
  $
15
    $
15
 


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

 
3

 

REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006 (unaudited)


   
2007
   
2006
 
Cash flows from operating activities
               
Net income
 
$
96,434
   
$
94,020
 
Adjustments to reconcile net income to net cash provided
               
by operating activities
               
Provision for (recovery of) loan losses and real estate
               
held for sale
   
44
     
(33,780
)
Early withdrawal penalties credited to income
   
(837
)
   
(57
)
Amortization of discount on unsecured loans
   
(3,058
)
   
 
Change in operating assets and liabilities
               
Accrued interest and advances on loans
   
19,745
     
(13,985
)
Receivable from affiliate
   
(11,616
)
   
 
Payable to affiliate
   
(1
)
   
40,599
 
                 
Net cash provided by operating activities
   
100,711
     
86,797
 
                 
Cash flows from investing activities
               
Principal collected on loans
   
801,720
     
2,180
 
Loans originated
   
     
(2,110,500
)
Loans originated, unsecured
   
(11,722
)
   
 
Principal collected on unsecured notes
   
6,928
     
 
                 
Net cash provided by (used in) investing activities
   
796,926
     
(2,108,320
)
                 
Cash flows from financing activities
               
Partners’ withdrawals
   
(125,885
)
   
(107,289
)
                 
Net increase (decrease) in cash and cash equivalents
   
771,752
     
(2,128,812
)
                 
Cash and cash equivalents – beginning of period
   
161,114
     
4,361,983
 
                 
Cash and cash equivalents – end of period
 
$
932,866
   
$
2,233,171
 


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

 
4

 

REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 (unaudited)


NOTE 1 – GENERAL

In the opinion of the management of the Partnership, the accompanying unaudited financial statements contain all adjustments, consisting of normal, recurring adjustments, necessary to present fairly the financial information included therein.  These financial statements should be read in conjunction with the audited financial statements included in the Partnership’s Form 10-K for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission.  The results of operations for the three month period ended March 31, 2007 are not necessarily indicative of the operating results to be expected for the full year.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Loans secured by deeds of trust

At March 31, 2007 and December 31, 2006, the Partnership had one loan past maturity totaling $500,000.  At March 31, 2007 and December 31, 2006, the Partnership had none and two loans 90 days or more past due in interest payments with outstanding principal balance of $802,698.  Accrued interest, late charges and advances on these loans totaled $3,542 and $25,829 at March 31, 2007 and December 31, 2006, respectively.  The Partnership does not consider any of these loans to be impaired because there is sufficient collateral to cover the amount outstanding to the Partnership, and is still accruing interest on these loans.  At March 31, 2007 and December 31, 2006, as presented in Note 6, the average loan to appraised value of security based upon appraised values and prior liens at the time the loans were consummated was 62.73% and 64.22%, respectively.

Allowance for loan losses

The composition of the allowance for loan losses as of March 31, 2007 and December 31, 2006 was as follows:

   
March 31,
   
December 31,
 
   
2007
   
2006
 
         
Percent of
         
Percent of
 
         
loans in
         
loans in
 
         
each
         
each
 
         
category
         
category
 
         
to total
         
to total
 
   
Amount
   
loans
   
Amount
   
loans
 
Balance at End of Year
                       
Applicable to:
                       
Domestic
                       
Real estate – mortgage
                       
Single family (1-4 units)
  $
44,592
      75.54 %   $
54,559
      79.10 %
Apartments
   
2,569
      7.30 %    
2,569
      6.24 %
Commercial
   
10,065
      17.16 %    
11,144
      14.66 %
Land
   
     
     
     
 
Total real estate – mortgage
  $
57,226
      100 %   $
68,272
      100 %
                                 
Unsecured loans
  $
237,325
      100 %   $
226,235
      100 %
Total unsecured loans
  $
237,325
      100 %   $
226,235
      100 %
                                 
Total allowance for losses
  $
294,551
      100 %   $
294,507
      100 %


 
5

 

REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 (unaudited)


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Allowance for loan losses (continued)

Activity in the allowance for loan losses is as follows for the three months ended March 31, 2007 and the year ended December 31, 2006:

   
Three months ended
   
Year Ended
 
   
March 31, 2007
   
December 31, 2006
 
Balance at beginning of period
  $
294,507
    $
315,379
 
                 
Charge-offs
               
Domestic
               
Real estate – mortgage
               
Single family (1-4 units)
   
     
 
Apartments
   
     
 
Commercial
   
     
 
Land
   
     
 
     
     
 
Recoveries
               
Domestic
               
Real estate – mortgage
               
Single family (1-4 units)
   
     
 
Apartments
   
     
 
Commercial
   
     
 
Land
   
     
 
     
     
 
Net charge-offs
   
     
 
Additions/(recovery) charge to operations
   
44
      (20,872 )
Transfer from real estate held for sale reserve
   
     
 
                 
Balance at end of period
  $
294,551
    $
294,507
 
                 
Ratio of net charge-offs during the period
               
to average secured loans outstanding
               
during the period
    0 %     0 %

At March 31, 2007 and December 31, 2006, there was one unsecured loan totaling $583,215 and $571,494, respectively, which was considered impaired by the Partnership.  Interest is no longer being accrued on this loan.


 
6

 

REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 (unaudited)


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes

No provision for federal and state income taxes (other than an $800 state minimum tax) is made in the financial statements since income taxes are the obligation of the limited partners if and when income taxes apply.

Net income per $1,000 invested

Amounts reflected in the statements of income as net income per $1,000 invested by limited partners for the entire period are amounts allocated to limited partners who held their investment throughout the period and have elected to either leave their earnings to compound or have elected to receive periodic distributions of their net income. Individual income is allocated each month based on the limited partners’ pro rata share of partners’ capital.  Because the net income percentage varies from month to month, amounts per $1,000 will vary for those individuals who made or withdrew investments during the period, or select other options.

Management estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. Such estimates relate principally to the determination of the allowance for loan losses, including the valuation of impaired loans and the valuation of real estate held for sale. Actual results could differ significantly from these estimates.

Reclassifications

Certain reclassifications, not affecting previously reported net income or total partners’ capital, have been made to the previously issued financial statements to conform to the current year classification.

Profits and losses

Profits and losses are allocated among the limited partners according to their respective capital accounts monthly after 1% of the profits and losses are allocated to the general partners.


NOTE 3 – GENERAL PARTNERS AND RELATED PARTIES

 
The following are commissions and fees that are paid to the general partners and affiliates.

Mortgage brokerage commissions

For fees in connection with the review, selection, evaluation, negotiation and extension of loans, Redwood Mortgage Corp., an affiliate of the general partners, may collect an amount equivalent to 12% of the loaned amount until 6 months after the termination date of the offering. Thereafter, loan brokerage commissions (points) will be limited to an amount not to exceed 4% of the total Partnership assets per year.  The loan brokerage commissions are paid by the borrowers, and thus, are not an expense of the Partnership.


 
7

 

REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 (unaudited)


NOTE 3 – GENERAL PARTNERS AND RELATED PARTIES (continued)

Mortgage servicing fees

Monthly mortgage servicing fees of up to 1/8 of 1% (1.5% annual) of the unpaid principal are paid to Redwood Mortgage Corp., an affiliate of the general partners, based on the unpaid principal balance of the loan portfolio, or such lesser amount as is reasonable and customary in the geographic area where the property securing the mortgage is located. Once a loan is categorized as impaired, mortgage servicing fees are no longer accrued. Additional servicing fees are recorded upon the receipt of any subsequent payments on impaired loans.  Redwood Mortgage Corp. waived $12,967 in mortgage servicing fees during the first quarter of 2007.

Asset management fee

The general partners receive monthly fees for managing the Partnership’s loan portfolio and operations of up to 1/32 of 1% of the “net asset value” (3/8 of 1% annually).  The general partners partially waived asset management fees of $3,926 and received $1,963 in asset management fees during the first quarter of 2007.

Other fees

The Partnership Agreement provides for other fees such as reconveyance, mortgage assumption and mortgage extension fees.  These fees are incurred by the borrowers and paid to the general partners or their affiliates.

Operating expenses

The general partners or their affiliate, Redwood Mortgage Corp., are reimbursed by the Partnership for all operating expenses incurred by them on behalf of the Partnership, including without limitation, out-of-pocket general and administration expenses of the Partnership, accounting and audit fees, legal fees and expenses, postage and preparation of reports to limited partners.


NOTE 4 – REAL ESTATE HELD FOR SALE

In 1993 the Partnership, together with two other affiliates, acquired through foreclosure a parcel of land located in East Palo Alto, California.  The general partners believe that this property is worth considerably more than its carrying value.  As of March 31, 2007, the Partnership’s investment in this property was $130,215.  This property is currently under contract for sale with a buyer and assuming the property is sold on the terms set forth in the purchase agreement, the Partnership should recover its investment and some gain.

The following table reflects the costs of real estate acquired through foreclosure and the recorded reductions to estimated fair values, including estimated costs to sell, as of March 31, 2007 and December 31, 2006:

   
March 31,
   
December 31,
 
   
2007
   
2006
 
Cost of property
  $
130,215
    $
130,215
 
Reduction in value
   
     
 
                 
Real estate held for sale, net
  $
130,215
    $
130,215
 


 
8

 

REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 (unaudited)


NOTE 5 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 
The following methods and assumptions were used to estimate the fair value of financial instruments:

(a)  
Cash and cash equivalents – The carrying amount equals fair value.  All amounts, including interest bearing, are subject to immediate withdrawal.
(b)  
Secured loans had a carrying value of $4,692,108 and $5,493,828 at March 31, 2007 and December 31, 2006, respectively.  The fair value of these loans of $4,747,463 and $5,567,904, respectively, was estimated based upon projected cash flows discounted at the estimated current interest rates at which similar loans would be made.  The applicable amount of the allowance for loan losses along with accrued interest and advances related thereto should also be considered in evaluating the fair value versus the carrying value.
(c)  
Unsecured loans had a carrying value of $720,495 and $712,643 at March 31, 2007 and December 31, 2006, respectively.  The fair value of these loans approximates their carrying value after consideration of the loan losses established by the general partners on these loans.


NOTE 6 – ASSET CONCENTRATIONS AND CHARACTERISTICS

Loans are secured by recorded deeds of trust. At March 31, 2007 and December 31, 2006, there were 22 and 26 secured loans outstanding respectively, with the following characteristics:

   
March 31,
     
December 31,
 
   
2007
     
2006
 
Number of secured loans outstanding
   
22
       
26
 
Total secured loans outstanding
 
$
4,692,108
     
$
5,493,828
 
                   
Average secured loan outstanding
 
$
213,278
     
$
211,301
 
Average secured loan as percent of total secured loans
   
4.55
%
     
3.85
%
Average secured loan as percent of partners’ capital
   
3.42
%
     
3.37
%
                   
Largest secured loan outstanding
 
$
500,000
     
$
500,000
 
Largest secured loan as percent of total secured loans
   
10.66
%
     
9.10
%
Largest secured loan as percent of partners’ capital
   
8.02
%
     
7.98
%
Largest secured loan as percent of total assets
   
8.01
%
     
7.97
%
                   
Number of counties where security is located (all California)
   
13
       
15
 
                   
Largest percentage of secured loans in one county
   
19.32
%
     
19.29
%
                   
Average secured loan to appraised value of security
                 
based on appraised values and prior liens at
                 
time loan was consummated
   
62.73
%
     
64.22
%
                   
Number of secured loans in foreclosure status
   
       
1
 
Amounts of secured loans in foreclosure
 
$
     
$
400,000
 

Over time, loans may increase above 10% of the secured loan portfolio or Partnership assets as the loan portfolio and assets of the Partnership decrease due to limited partner withdrawals and/or loan payoffs.


 
9

 

REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 (unaudited)


NOTE 6 – ASSET CONCENTRATIONS AND CHARACTERISTICS (continued)

The following categories of secured loans were held at March 31, 2007 and December 31, 2006:

   
March 31,
   
December 31,
 
   
2007
   
2006
 
                 
First trust deeds
 
$
2,845,843
   
$
3,365,234
 
Second trust deeds
   
1,846,265
     
2,128,594
 
Total loans
   
4,692,108
     
5,493,828
 
Prior liens due other lenders at time of loan
   
4,094,873
     
5,177,399
 
                 
Total debt
 
$
8,786,981
   
$
10,671,227
 
                 
Appraised property value at time of loan
 
$
14,006,956
   
$
16,617,341
 
                 
Total loans as percent of appraisals based on appraised
               
values and prior liens at time loan was consummated
   
62.73
%
   
64.22
%
                 
Loans by type of property
               
Single family (1-4 units)
 
$
3,544,349
   
$
4,345,689
 
Commercial
   
805,259
     
805,639
 
Apartments
   
342,500
     
342,500
 
   
$
4,692,108
   
$
5,493,828
 

 
Scheduled maturity dates of secured loans as of March 31, 2007 are as follows:

   
Amount
 
         
Prior to December 31, 2007
 
$
985,259
 
Between January 1, 2008 and December 31, 2008
   
1,602,281
 
Between January 1, 2009 and December 31, 2009
   
 
Between January 1, 2010 and December 31, 2010
   
246,630
 
Between January 1, 2011 and December 31, 2011
   
1,704,938
 
Thereafter
   
153,000
 
         
   
$
4,692,108
 

The maturities for 2007 had one loan that was past maturity at March 31, 2007 of $500,000.

The Partnership places its cash and temporary cash investments with high credit quality institutions.  Periodically, such investments may be in excess of federally insured limits.

The Partnership had a substantial amount of its loan receivable balance from four borrowers at March 31, 2007.  These borrowers accounted for approximately 36.23% of the loan balances at this date. These borrowers accounted for approximately 31.45% of interest revenue for the three month period ended March 31, 2007.


 
10

 

REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 (unaudited)


NOTE 7 – COMMITMENTS AND CONTINGENCIES

Workout agreements

From time to time, the Partnership negotiates various contractual workout agreements with borrowers.  Under the terms of these workout agreements the Partnership is not obligated to make any additional monetary advances for the maintenance or repair of the collateral securing the loans. As of March 31, 2007 and December 31, 2006, there were one and no loans, respectively, in workout agreements.

Legal proceedings

The Partnership is involved in various legal actions arising in the normal course of business.  In the opinion of management, such matters will not have a material effect upon the financial position of the Partnership.


Part I – Item 2.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OF THE PARTNERSHIP

Critical Accounting Policies.

In preparing the financial statements, management is required to make estimates based on the information available that affect the reported amounts of assets and liabilities as of the balance sheet dates and revenues and expenses for the reporting periods.  Such estimates relate principally to the determination of (1) the allowance for loan losses (i.e. the amount of allowance established against loans receivable as an estimate of potential loan losses) including the accrued interest and advances that are estimated to be unrecoverable based on estimates of amounts to be collected plus estimates of the value of the property as collateral and (2) the valuation of real estate held for sale.  At March 31, 2007, there was one real estate property held for sale, acquired through foreclosure in a prior year.

Loans and the related accrued interest, late fees and advances are analyzed on a periodic basis for recoverability. Delinquencies are identified and followed as part of the loan system.  Delinquencies are determined based upon contractual terms.  A provision is made for loan losses to adjust the allowance for loan losses to an amount considered by management to be adequate, with due consideration to collateral values, and to provide for unrecoverable loans and receivables, including impaired loans, other loans, accrued interest, late fees and advances on loans and other accounts receivable (unsecured).  The Partnership charges off uncollectible loans and related receivables directly to the allowance account once it is determined that the full amount is not collectible.

If the probable ultimate recovery of the carrying amount of a loan, with due consideration for the fair value of collateral, is less than amounts due according to the contractual terms of the loan agreement and the shortfall in the amounts due are not insignificant, the carrying amount of the loan is reduced to the present value of future cash flows discounted at the loan’s effective interest rate.  If a loan is collateral dependent, it is valued at the estimated fair value of the related collateral.

If events and or changes in circumstances cause management to have serious doubts about the collectibility of the contractual payments, a loan may be categorized as impaired and interest is no longer accrued.  Any subsequent payments on impaired loans are applied to reduce the outstanding loan balances, including accrued interest and advances.


 
11

 

Recent trends in the economy have been taken into consideration in the aforementioned process of arriving at the allowance for loan losses. Actual results could vary from the aforementioned provisions for losses.

Real estate held for sale includes real estate acquired through foreclosure and is stated at the lower of the recorded investment in the loan, plus any senior indebtedness, or at the property’s estimated fair value, less estimated costs to sell.

The Partnership periodically compares the carrying value of real estate to expected undiscounted future cash flows for the purpose of assessing the recoverability of the recorded amounts.  If the carrying value exceeds future undiscounted cash flows, the assets are reduced to estimated fair value.

Forward-Looking Statements.

Certain statements in this Report on Form 10-Q which are not historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, including statements regarding the Partnership’s expectations, hopes, intentions, beliefs and strategies regarding the future.  Forward-looking statements include statements regarding future loan payoffs, future interest rates, and economic conditions and their effect on the Partnership and its assets, trends in the California real estate market, trends in the California real estate market moving towards normalcy, estimates as to the allowance for loan losses, estimates of future limited partner withdrawals and 2007 annualized yield estimates, the effect of foreclosures on the liquidity of the Partnership, and beliefs regarding the value of certain properties.  Actual results may be materially different from what is projected by such forward-looking statements.  Factors that might cause such a difference include unexpected changes in economic conditions and interest rates, including such conditions in California, the impact of competition and competitive pricing, downturns in the real estate markets in which the Partnership has made loans and unexpected cash shortfalls. All forward-looking statements and reasons why results may differ included in this Form 10-Q are made as of the date hereof, and we assume no obligation to update any such forward-looking statement or reason why actual results may differ.

Related Parties.

The general partners of the Partnership are Gymno Corporation and Michael R. Burwell. Most Partnership business is conducted through Redwood Mortgage Corp., an affiliate of the general partners, which arranges, services, and maintains the loan portfolio for the benefit of the Partnership.  The fees received by the affiliate and the general partners are paid pursuant to the Partnership Agreement and are determined at the sole discretion of the  general partners, subject to limitations imposed by the Partnership Agreement.  In the past the general partners have elected not to take the maximum compensation.  The following is a list of various Partnership activities for which related parties are compensated.

·
Mortgage Brokerage Commissions   For fees in connection with the review, selection, evaluation, negotiation and extension of loans, Redwood Mortgage Corp. may collect an amount equivalent to 12% of the loaned amount until 6 months after the termination date of the offering.  Thereafter, the loan brokerage commissions (points) will be limited to an amount not to exceed 4% of the total Partnership assets per year.  The loan brokerage commissions are paid by the borrowers, and thus, are not an expense of the Partnership.  Loan brokerage commissions paid by the borrowers were $0 and $49,528 for the three month periods ended March 31, 2007 and 2006, respectively.

·
Mortgage Servicing Fees   Monthly mortgage servicing fees of up to 1/8 of 1% (1.5% on an annual basis) of the unpaid principal of the Partnership’s loans are paid to Redwood Mortgage Corp. or such lesser amount as is reasonable and customary in the geographic area where the property securing the mortgage is located.  Redwood Mortgage Corp. waived all of the loan servicing fees, totaling $12,967 and $6,411 for the three month periods ended March 31, 2007 and 2006, respectively.

 
12

 


·
Asset Management Fees   The general partners receive monthly fees for managing the Partnership’s portfolio and operations of up to 1/32 of 1% of the ‘net asset value’ (3/8 of 1% on an annual basis).  Management fees to the general partners of $1,963 and $0 were incurred for the three month periods ended March 31, 2007 and 2006, respectively.  The general partners waived $3,926 and $1,991 in asset management fees during the first quarter of 2007 and 2006, respectively.

·
Other Fees   The Partnership Agreement provides that the general partners may receive other fees such as processing and escrow, reconveyance, mortgage assumption and mortgage extension fees.  Such fees are incurred by the borrowers and are paid to the general partners.  Such fees aggregated $185 and $3,800 for the three month periods ended March 31, 2007 and 2006, respectively.

·
Income and Losses   All income and losses are credited or charged to partners in relation to their respective Partnership interests.  The allocation to the general partners (combined) is a total of 1%, which was $964 and $940 for the three month periods ended March 31, 2007 and 2006, respectively.

·
Operating Expenses   An affiliate of the Partnership, Redwood Mortgage Corp. is reimbursed by the Partnership for all operating expenses actually incurred by it on behalf of the Partnership, including without limitation, out-of-pocket general and administration expenses of the Partnership, accounting and audit fees, legal fees and expenses, postage and preparation of reports to limited partners.  Such reimbursement was $1,908 and $2,246 for the three month periods ended March 31, 2007 and 2006, respectively.

·
Contributed Capital   The general partners jointly and severally contribute 1/10 of 1% in cash contributions as proceeds from the offerings are received from the limited partners.  As of each of March 31, 2007 and 2006, a general partner, Gymno Corporation, had contributed $9,761 as capital in accordance with the Partnership Agreement.

Results of Operations – For the three months ended March 31, 2007 and 2006

Changes in the Partnership’s operating results for the three month periods ended March 31, 2007 versus 2006 are discussed below:

   
Changes during the three months ended March 31, 2007
versus 2006
 
Net income
  $
2,414
 
Revenue
       
Interest on loans
   
57,472
 
Interest – interest-bearing accounts
    (8,471 )
Late charges and other fees
   
1,967
 
    $
50,968
 
         
Expenses
       
Mortgage servicing fees
  $
 
Asset management fees
   
1,963
 
Clerical costs through Redwood Mortgage Corp.
    (338 )
Provision for losses on loans and real estate held for sale
   
33,824
 
Professional services
   
5,246
 
Other
   
7,859
 
    $
48,554
 
         
Net income
  $
2,414
 


 
13

 

The increase in interest on loans of $57,472 (85.85%) for the three month period ended March 31, 2007 as compared to the same period in 2006 was primarily due to an increase in the average loan portfolio balance to $5,186,825 at a weighted average interest rate of 9.36% as of March 31, 2007 as compared to an average loan portfolio balance of $3,267,289 at a weighted average interest rate of 9.21% as of March 31, 2006. The increase in interest for the quarter ended March 31, 2007 includes $3,058 in income gained through amortization of discount on unsecured notes.  The increase in average outstanding loans during the 2007 quarter compared to the 2006 quarter is attributed to the Partnership being substantially fully invested in loans at January 1, 2007 as compared to having substantial cash of approximately $4,000,000 to invest in loans on January 1, 2006.

The decrease in interest from interest-bearing accounts of $8,471 (68.70%) for the three month period ended March 31, 2007 as compared to the same period in 2006 was due to a lower average balance of deposits the Partnership had in the interest-bearing accounts during the three month period ended March 31, 2007 as compared to the same period in 2006.  The Partnership maintained an average balance of $545,382 in the bank accounts during the three month period ended March 31, 2007 as compared to $3,305,886 during the same period in 2006.  The average interest rate the Partnership earned on the deposits was approximately 2.83% for the three month period ended March 31, 2007 and 1.49% for the corresponding period in 2006.

The increase in late charge revenue and other fees of $1,967 (504.36%) for the three month period ended March 31, 2007 as compared to the same period in 2006 was due to an increase in late charge income of $1,286 and the collection of early withdrawal penalties and other fees of $681 for the three month period ended March 31, 2007.

Mortgage servicing fees for the three month periods ended March 31, 2007 and 2006 were waived by the servicing agent, Redwood Mortgage Corp.  These fees would have otherwise cost the Partnership $12,967 and $6,411 for the three month periods ended March 31, 2007 and 2006, respectively.  The increase in the waived servicing fee amount from 2006 to 2007 was primarily due to an increase in the average loan portfolio outstanding of $5,186,825 and $3,267,289 as of March 31, 2007 and 2006, respectively.

The increase in the provision for losses on loans and real estate held for sale of $33,824 (100.13%) for the three month period ended March 31, 2007 as compared to the same period in 2006 was due to a provision of $44 versus a recovery of $33,780 during the three month periods ended March 31, 2007 and 2006, respectively.  The allowance for loan losses as of March 31, 2007 and 2006 was $294,551 and $281,599, respectively.  There were no delinquencies or foreclosures during either of these two periods and in management’s opinion the reserve in the allowance for losses account was adequate to offset potential losses against loans.

The increase in professional services of $5,246 (36.74%) for the three month period ended March 31, 2007 as compared to the same period in 2006, was due to general increases in professional costs in 2007 for legal services, audits, tax return processing and the timing of billing.  We anticipate the cost of professional services during 2007 will increase due to the partnership initiating additional compliance work in accordance with the Sarbanes-Oxley Act of 2002.

Partnership capital decreased from $6,265,846 at December 31, 2006 to $6,235,558 at March 31, 2007.  The decrease is attributable to continued earnings and capital liquidations.  The Partnership capital declined $90,661 in 2006 and is anticipated to decrease at a similar rate in 2007.

The Partnership began funding loans in October 1987.  The Partnership’s secured loans outstanding as of March 31, 2007 and December 31, 2006 were $4,692,108 and $5,493,828, respectively.  The overall decline in loans outstanding at March 31, 2007 from December 31, 2006, was primarily due to loan pay offs during the first quarter of 2007 and the Partnership’s inability to fund loans to replace those that were paid off during the quarter ended March 31, 2007.  The Partnership anticipates that new loan investments meeting its loan guidelines will be funded during the remainder of 2007.


 
14

 

The Partnership’s delinquencies are within the normal historical range of the general partners’ expectations, based upon their experience in managing similar partnerships over the last twenty-seven years.  Foreclosures are a normal aspect of Partnership operations and the general partners anticipate that they will not have a material effect on liquidity.  As of March 31, 2007, there were no loans with a filed notice of default.  As of March 31, 2007 and 2006, the Partnership’s real estate held for sale account balance was $130,215.

Cash is continually being generated from interest earnings, late charges, prepayment penalties, amortization of principal, proceeds from sale of real estate held and loan pay-offs.  Typically, this amount exceeds Partnership expenses and earnings and partner liquidation requirements.  As loan opportunities become available, excess cash and available funds are invested in new loans.

Allowance for Losses.

The general partners periodically review the loan portfolio, examining the status of delinquencies, the underlying collateral securing these loans, real estate held for sale expenses, sales activities, borrower’s payment records and other data relating to the loan portfolio.  Data on the local real estate market and on the national and local economy are studied. Based upon this and other information, the allowance for loan losses is increased or decreased. Borrower foreclosures are a normal aspect of Partnership operations.  The Partnership is not a credit based lender and hence while it reviews the credit history and income of borrowers, and if applicable, the income from income producing properties, the general partners expect that we will on occasion take back real estate security.  At March 31, 2007, the Partnership had one loan that was past maturity, no loans that were delinquent in interest payments, and one unsecured loan that was considered to be impaired.  The Partnership occasionally enters into workout agreements with borrowers who are past maturity or delinquent in their regular payments.  The Partnership had one workout agreement as of March 31, 2007.  Typically, a workout agreement allows the borrower to extend the maturity date of the balloon payment and/or allows the borrower to make current monthly payments while deferring for periods of time, past due payments, or allows time to pay the loan in full.  These workout agreements and foreclosures generally exist within our loan portfolio to greater or lesser degrees, depending primarily on the health of the economy.

Management expects the number of foreclosures and workout agreements will rise during difficult times and conversely fall during good economic times.  Workout agreements have been considered when management arrived at an appropriate allowance for loan losses and based on our experience, are reflective of our loan marketplace segment. Because of the number of variables involved, the magnitude of possible swings and the general partners’ inability to control many of these factors, actual results may and do sometimes differ significantly from estimates made by the general partners.

As of each of March 31, 2007 and 2006, the Partnership’s real estate held for sale balance was $130,215.  The Partnership has not taken back any collateral security from borrowers in 2006 or during the quarter ended March 31, 2007.  The Partnership’s real estate held for sale inventory consists of one property.  This property is an undeveloped piece of land, which is located in East Palo Alto, California.  The Partnership has held its interest in this land since April, 1993.  The land is owned with two other affiliated partnerships. This property is currently under contract for sale with a buyer and assuming the property is sold on the terms set forth in the purchase agreement, the Partnership should recover its investment and some gain.

Management provided a provision of $44 and recorded a recovery of $33,780 in loan loss reserve during the three month periods ended March 31, 2007 and 2006.  The allowance for loan loss reserve of $294,551 and $294,507 as of March 31, 2007 and December 31, 2006 is considered to be adequate for secured loan portfolio balances of $4,692,108 and $5,493,828 as of March 31, 2007 and December 31, 2006, respectively.


 
15

 

PORTFOLIO REVIEW– For the three months ended March 31, 2007 and 2006

Loan Portfolio

The Partnership’s loan portfolio consists primarily of short-term (one to five years), fixed rate loans secured by real estate.  As of March 31, 2007 and 2006 the Partnership’s loans secured by real property collateral in the nine San Francisco Bay Area counties (San Mateo, Santa Clara, Alameda, San Francisco, Napa, Solano, Sonoma, Marin and Contra Costa) represented $2,909,326 (62%) and $2,595,081 (63%), respectively, of the outstanding secured loan portfolio.  The remainder of the portfolio represented loans secured by real estate located primarily in Northern California.

As of March 31, 2007 and 2006, the Partnership held 22 and 18 loans, respectively, in the following categories:

   
March 31,
 
   
2007
   
2006
 
Single family homes(1-4 units)
  $
3,544,349
      75.54 %   $
3,150,034
      76.27 %
Apartments (5+ units)
   
342,500
      7.30 %    
      %
Commercial
   
805,259
      17.16 %    
980,260
      23.73 %
                                 
Total
  $
4,692,108
      100.00 %   $
4,130,294
      100.00 %

As of March 31, 2007, the Partnership held 22 loans secured by deeds of trust.  The following table sets forth the priorities, asset concentrations and maturities of the loans held by the Partnership as of March 31, 2007:

PRIORITIES, ASSET CONCENTRATIONS AND MATURITIES OF LOANS
As of March 31, 2007

   
# of Loans
   
Amount
   
Percent
 
                   
1st Mortgages
   
13
    $
2,845,843
      60.65 %
2nd Mortgages
   
9
     
1,846,265
      39.35 %
Total
   
22
    $
4,692,108
      100 %
                         
Maturing prior to 12/31/07
   
4
    $
985,259
      21.00 %
Maturing between 01/01/08 and 12/31/08
   
5
     
1,602,281
      34.15 %
Maturing between 01/01/09 and 12/31/09
   
     
     
 
Maturing after 12/31/09
   
13
     
2,104,568
      44.85 %
Total
   
22
    $
4,692,108
      100 %
                         
Average Loan
          $
213,278
      4.55 %
Largest Loan
           
500,000
      10.66 %
Smallest Loan
           
64,463
      1.37 %
Average Loan-to-Value, based upon appraisals
                       
and senior liens at date of inception of loan
                    62.73 %

The Partnership’s largest loan in the principal amount of $500,000 represents 10.66% of outstanding secured loans and 8.01% of Partnership assets.  At times, loans may increase above 10% of the secured loan portfolio or Partnership assets as the loan portfolio and assets of the Partnership decrease due to loan payoffs and/or limited partner withdrawals.

The Partnership had a substantial amount of its loan receivable balance from four and two borrowers at March 31, 2007 and 2006, respectively.  The borrowers accounted for approximately 36.23% and 27% of interest revenue for the three month periods ended March 31, 2007 and 2006, respectively.


 
16

 

Liquidity and Capital Resources.

The Partnership relies upon loan payoffs and borrowers’ mortgage payments for the source of funds for loans.  Recently, mortgage interest rates have decreased somewhat from those available at the inception of the Partnership.  If interest rates were to increase substantially, the yield of the Partnership’s loans may provide lower yields than other comparable debt-related investments.  Additionally, since the Partnership has made primarily fixed rate loans, if interest rates were to rise, the likely result would be a slower prepayment rate for the Partnership.  This could cause a lower degree of liquidity as well as a slowdown in the ability of the Partnership to invest in loans at the then current interest rates.  Conversely, in the event interest rates were to decline, the Partnership could experience significant borrower prepayments, which, if the Partnership can only obtain the then existing lower rates of interest may cause a dilution of the Partnership’s yield on loans, thereby lowering the Partnership’s overall yield to the limited partners.  Cash is constantly being generated from borrower interest payments, late charges, amortization of loan principal and loan payoffs.  Currently, cash flow exceeds Partnership expenses, earnings and limited partner capital payout requirements.  Excess cash flow will be invested in new loan opportunities, when available, and in other Partnership business.

At the time of subscription to the Partnership, limited partners made a decision to either take distributions of earnings monthly, quarterly or annually or to compound earnings in their capital account.  For the three month periods ended March 31, 2007 and 2006, the Partnership made distributions of earnings to limited partners of $37,924 and $36,372, respectively.  Distribution of earnings to limited partners for the three month periods ended March 31, 2007 and 2006, to limited partners’ capital accounts and not withdrawn was $57,546 and $56,708, respectively. As of March 31, 2007 and 2006, limited partners electing to withdraw earnings represented 40% and 41% of the limited partners’ outstanding capital accounts, respectively.

The Partnership also allows the limited partners to withdraw their capital account subject to certain limitations.  For the three month periods ended March 31, 2007 and 2006, $11,023 and $708, respectively, was liquidated subject to the 10% and/or 8% penalty for early withdrawal.  These withdrawals are within the normally anticipated range that the general partners would expect in their experience in this and other partnerships.  The general partners expect that a small percentage of limited partners will elect to liquidate their capital accounts over one year with a 10% and/or 8% early withdrawal penalty.  In originally conceiving the Partnership, the general partners wanted to provide limited partners needing their capital returned a degree of liquidity.  Generally, limited partners electing to withdraw over one year need to liquidate investments to raise cash.  The demand the Partnership is experiencing in withdrawals by limited partners electing a one year liquidation program represents a small percentage of limited partner capital as of March 31, 2007 and 2006, and is expected by the general partners to commonly occur at these levels.

Additionally, for the three month periods ended March 31, 2007 and 2006, $76,811 and $69,326, respectively, were liquidated by limited partners who have elected a liquidation program over a period of five years or longer.  Once the initial five-year hold period has passed, the general partners expect to see an increase in liquidations due to the ability of limited partners to withdraw without penalty.  This ability to withdraw after five years by limited partners has the effect of providing limited partner liquidity.  The general partners expect a portion of the limited partners to take advantage of this provision.  This has the anticipated effect of the Partnership growing, primarily through reinvestment of earnings in years one through five.  The general partners expect to see increasing numbers of limited partner withdrawals in years five through eleven, at which time the bulk of those limited partners who have sought withdrawal will have been liquidated.  After year eleven, liquidation generally subsides and the Partnership capital again tends to increase.

In some cases in order to satisfy broker dealers and other reporting requirements, the general partners have valued the limited partners’ interest in the Partnership on a basis which utilizes a per Unit system of calculation, rather than based upon the investors’ capital account.  This information has been reported in this manner in order to allow the Partnership to integrate with certain software used by the broker dealers and other reporting entities.


 
17

 

In those cases, the Partnership will report to broker dealers, Trust Companies and others a “reporting” number of Units based upon a $1.00 per Unit calculation.  The number of reporting Units provided will be calculated based upon the limited partner’s capital account value divided by $1.00.  Each investor’s capital account balance is set forth periodically on the Partnership account statement provided to investors.  The reporting Units are solely for broker dealers requiring such information for their software programs and do not reflect actual Units owned by a limited partner or the limited partners’ right or interest in cash flow or any other economic benefit in the Partnership.  Each investor’s capital account balance is set forth periodically on the Partnership account statement provided to investors.  The amount of Partnership earnings each investor is entitled to receive is determined by the ratio that each investor’s capital account bears to the total amount of all investor capital accounts then outstanding.  The capital account balance of each investor should be included on any NASD member client account statement in providing a per Unit estimated value of the client’s investment in the Partnership in accordance with NASD Rule 2340.

While the general partners have set an estimated value for the Partnership Units, such determination may not be representative of the ultimate price realized by an investor for such Units upon sale.  No public trading market exists for the Partnership’s Units and none is likely to develop.  Thus, there is no certainty that the Units can be sold at a price equal to the stated value of the capital account.  Furthermore, the ability of an investor to liquidate his or her investment is limited subject to certain liquidation rights provided by the Partnership, which may include early withdrawal penalties.

Current Economic Conditions.

During 2006 and through the first quarter of 2007, the United States economy as a whole preformed well, although there has been a noticeable deceleration in growth.  Gross Domestic Product increased at a 1.3% rate for the first quarter of 2007 as compared to a 2.5% rate for the fourth quarter of 2006 and 3.4% for the year 2006.  The positive GDP increases are healthy overall but indicate a slowing economy.  Unemployment continued to remain low during the first quarter of 2007 at a rate of 4.9% for the United States, a rate of 5.2% for California and a rate of 4.2% for the city of San Francisco.  The Federal Reserve Board left the Federal Funds Rate unchanged at 5.25% at its April, 2007 meeting and for its previous six consecutive meetings.  The 10-year treasury bonds continued to trade in a narrow margin during the first quarter of 2007 at around 4.7%.  This has helped 30 year fixed rate mortgages to remain consistent during the first quarter at approximately 6.2%.

The Partnership makes loans primarily in Northern California. As such, the regional real estate market is of primary concern to the Partnership. As of March 31, 2007 and 2006, approximately 62% ($2,909,326) and 63% ($2,595,081), respectively, of the loans held by the Partnership were in the nine San Francisco Bay Area Counties.  The remainder of the loans held was secured primarily by Northern California real estate outside of the San Francisco Bay Area.

In general, California residential real estate continued to appreciate in value during the first quarter of 2007.  According to Dataquick, the median price of a California home in March, 2007 was $484,000 a new record up 3% from the median price of $470,000 in March of 2006.  The total sales volumes (the number of homes sold) has been declining.  During March, 2007 the sales volume was 27.5% less than March, 2006.  The slow down in the number of homes sold has not significantly impacted residential sales prices.  Mortgage interest rates for both fixed and adjustable rate loans have been relatively stable leaving residential affordability similar to 2006.  The stable and slowly appreciating residential real estate price environment is comforting to the Partnership as appraised values for originated loans can be relied upon and appraisers should have adequate and reliable data upon which to make value opinions.

Commercial properties continued their strong performance in the San Francisco Bay Area.  Vacancy in office properties was 8.6% for the first quarter of 2007 and rents increased 9.7% to over $40 per square foot for Class A properties.  All other regions of the San Francisco Bay Area exhibited similar improved results from 2006.  A strong commercial market indicates strong job and economic growth, which is good for commercial property values and for the lenders who secure loans on commercial properties.


 
18

 

For Partnership loans outstanding as of March 31, 2007, the Partnership had an average loan to value ratio of 62.73%, computed based on appraised values and senior liens as of the date the loan was made.  This percentage does not account for any increases or decreases in property values since the date the loan was made, nor does it include any reductions in principal on senior indebtedness through amortization of payments after the loan was made.  This loan to value ratio will assist the Partnership in weathering loan delinquencies and foreclosures should they occur.


Part I – Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following table contains information about the cash held in money market accounts, and loans held in the Partnership’s portfolio as of March 31, 2007.  The presentation, for each category of information, aggregates the assets and liabilities by their maturity dates for maturities occurring in each of the years 2007 through 2011 and separately aggregates the information for all maturities arising after 2011.  The carrying values of these assets and liabilities approximate their fair market values as of March 31, 2007:

   
2007
   
2008
   
2009
   
2010
   
2011
   
Thereafter
   
Total
 
Interest earning assets:
                                         
Money market accounts
  $
913,703
                                  $
913,703
 
Average interest rate
    2.83 %                                   2.83 %
Unsecured loans
                      $
720,495
                $
720,495
 
Average interest rate
                        0 %                 0 %
Loans secured by deeds
                                               
of trust
  $
985,259
     
1,602,281
     
     
246,630
     
1,704,938
     
153,000
    $
4,692,108
 
Average interest rate
    9.56 %     9.21 %    
      9.25 %     9.29 %     10.00 %     9.34 %

Market Risk.

The Partnership’s primary market risk in terms of its profitability is the exposure to fluctuations in earnings resulting from fluctuations in general interest rates.  The majority of the Partnership’s mortgage loans earn interest at fixed rates. Changes in interest rates may also affect the value of the Partnership’s investment in mortgage loans and the rates at which the Partnership reinvests funds obtained from loan repayments and new capital contributions from limited partners.  If interest rates increase, the interest rates the Partnership obtains from reinvested funds will generally increase, but the value of the Partnership’s existing loans at fixed rates will generally tend to decrease.  The risk is mitigated by the fact that the Partnership does not intend to sell its loan portfolio, rather such loans are held until they are paid off.  If interest rates decrease, the amounts becoming available to the Partnership for investment due to repayment of Partnership loans may be reinvested at lower rates than the Partnership had been able to obtain in prior investments, or than the rates on the repaid loans.  In addition, interest rate decreases may encourage borrowers to refinance their loans with the Partnership at a time where the Partnership is unable to reinvest in loans of comparable value.  The Partnership does not hedge or otherwise seek to manage interest rate risk.  The Partnership does not enter into risk sensitive instruments for trading purposes.

ASSET QUALITY

A consequence of lending activities is that occasionally losses will be experienced and that the amount of such losses will vary from time to time, depending upon the risk characteristics of the loan portfolio as affected by economic conditions and  the financial experiences of borrowers.  Many of these factors are beyond the control of the general partners.  There is no precise method of predicting specific losses or amounts that ultimately may be charged off on particular segments of the loan portfolio, especially in light of the current economic environment.


 
19

 

The conclusion that a loan may become uncollectible, in whole or in part, is a matter of judgment.  Although institutional lenders are subject to requirements and regulations that, among other things, require them to perform ongoing analyses of their portfolios, loan-to-value ratios, reserves, etc., and to obtain and maintain current information regarding their borrowers and the securing properties, the Partnership is not subject to these regulations and has not adopted certain of these practices.  Rather, the general partners, in connection with the periodic closing of the accounting records of the Partnership and the preparation of the financial statements, determine whether the allowance for loan losses is adequate to cover potential loan losses of the Partnership.  As of March 31, 2007 the general partners have determined that the allowance for loan losses and real estate owned of $294,551 (4.72% of net assets) is adequate in amount.  Because of the number of variables involved, the magnitude of the swings possible and the general partners’ inability to control many of these factors, actual results may and do sometimes differ significantly from estimates made by the general partners.  As of March 31, 2007, one loan totaling $500,000 was past maturity.  No loans were 90 days or more delinquent in interest payments or in foreclosure.

The Partnership owns (through previous foreclosure) one property; an undeveloped property located in East Palo Alto, California. The land is owned with two other affiliated Partnerships.  The Partnership’s net investment in the land at March 31, 2007 was $130,215, or 2.08% of Partnership assets.  This property is currently under contract for sale with a buyer and assuming the property is sold on the terms set forth in the purchase agreement, the Partnership should recover its investment and some gain.

Part I – Item 4.   CONTROLS AND PROCEDURES

As of March 31, 2007, the Partnership carried out an evaluation, under the supervision and with the participation of the general partners of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended.  Based upon that evaluation, the general partners concluded that the Partnership’s disclosure controls and procedures are effective in timely alerting the general partners to material information relating to the Partnership that is required to be included in our periodic filings with the Securities and Exchange Commission.  There were no significant changes in the Partnership’s internal control over financial reporting during the Partnership’s first fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 
20

 

Part II – OTHER INFORMATION


Item 1.                  Legal Proceedings

The Partnership is involved in various legal actions arising in the normal course of business.  In the opinion of management, such matters will not have a material effect upon the financial position of the Partnership.


Item 1A.                  Risk Factors

Not Applicable


Item 2.                  Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.


Item 3.                  Defaults upon Senior Securities

Not Applicable.


Item 4.                  Submission of Matters to a Vote of Security Holders

Not Applicable.


Item 5.                  Other Information

Not Applicable.


Item 6.                  Exhibits

31.1 Certification of General Partner pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of General Partner pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of General Partner pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of General Partner pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


 
21

 

Signatures

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized on the 15th day of May, 2007.

REDWOOD MORTGAGE INVESTORS VI


     
By:
/S/ Michael R. Burwell
 
 
Michael R. Burwell, General Partner
 
     
     
By:
Gymno Corporation, General Partner
 
     
     
     
 
By:
/S/ Michael R. Burwell
   
Michael R. Burwell, President, Secretary/Treasurer & Chief Financial Officer



 
22

 


Exhibit 31.1
GENERAL PARTNER CERTIFICATION

I, Michael R. Burwell, General Partner, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Redwood Mortgage Investors VI, a California Limited Partnership (the “Registrant”);

2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;

4.
The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

 
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 
(b)
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(c)
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.
The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

 
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.





/s/ Michael R. Burwell
_____________________________
Michael R. Burwell, General Partner
May 15, 2007

 
23

 

Exhibit 31.2

PRESIDENT AND CHIEF FINANCIAL OFFICER CERTIFICATION

I, Michael R. Burwell, President and Chief Financial Officer of Gymno Corporation, General Partner, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Redwood Mortgage Investors VI, a California Limited Partnership (the “Registrant”);

2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report;

4.
The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

 
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 
(b)
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(c)
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.
The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

 
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.




/s/ Michael R. Burwell
_____________________________
Michael R. Burwell, President, Secretary/Treasurer and
Chief Financial Officer, of Gymno
Corporation, General Partner
May 15, 2007

 
24

 

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Redwood Mortgage Investors VI (the “Partnership”) on Form 10-Q for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Michael R. Burwell, General Partner of the Partnership, certify that, to the best of my knowledge:

 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership at the dates and for the periods indicated.

This certification has not been, and shall not be deemed “filed” with the Securities and Exchange Commission




/s/ Michael R. Burwell
_____________________________
Michael R. Burwell, General Partner
May 15, 2007

 
25

 


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Redwood Mortgage Investors VI (the “Partnership”) on Form 10-Q for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Michael R. Burwell, President, Secretary/Treasurer & Chief Financial Officer of Gymno Corporation, General Partner of the Partnership, certify that, to the best of my knowledge:

 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership at the dates and for the periods indicated.

This certification has not been, and shall not be deemed “filed” with the Securities and Exchange Commission




/s/ Michael R. Burwell
_____________________________
Michael R. Burwell, President,
Secretary/Treasurer & Chief Financial
Officer of Gymno Corporation, General Partner
 
May 15, 2007

 
26

 

-----END PRIVACY-ENHANCED MESSAGE-----