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REDWOOD MORTGAGE INVESTORS VI
(a California Limited Partnership)
Index to Form 10-K
December 31, 2000
Part I
Page No.
Item 1 - Business 3
Item 2 - Properties 4-5
Item 3 - Legal Proceedings 6
Item 4 - Submission of Matters to a Vote of Security Holders (Partners) 6
Part II
Item 5 - Market for the Registrant's "Limited" Partnership Units"and
Related Unitholder Matters 6
Item 6 - Selected Financial Data 7-8
Item 7 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 9-13
Item 8 - Financial Statements and Supplementary Data 13-32
Item 9 - Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 33
Part III
Item 10 - Directors and Executive Officers of the Registrant 33
Item 11 - Executive Compensation 34
Item 12 - Security Ownership of Certain Beneficial Owners and Management 35
Item 13 - Certain Relationships and Related Transactions 35
Part IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports
of Form 8-K 35-36
Signatures 37
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 For the year ended December 31, 2000 Commission File number 33-12519
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REDWOOD MORTGAGE INVESTORS VI
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(Exact name of registrant as specified in its charter)
California 94-3031211
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State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
650 El Camino Real #G, Redwood City, CA 94063
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(address of principal executive offices) (zip code)
Registrant's telephone number including area code (650) 365-5341
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Securities registered pursuant to Section 12 (b) of the Act: None
Title of each class Name of each exchange on which registered
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None None
- -------------------------------------------------------------------------------
Securities registered pursuant to
Section 12 (g) of the Act: Limited Partnership Units
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 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
------------------- -----------------
At the close of the sale of units in 1989, the limited partnership units
purchased by non-affiliates was 97,725.94 units computed at $100.00 a unit for
$9,772,594, excluding General Partners' Contribution of $9,772.
Documents incorporated by reference:
Portions of the Prospectus for Redwood Mortgage Investors VI, included as part
of the form S-11 Registration Statement, SEC File No. 33-12519 dated September
3, 1987 and Supplement No. 6 dated May 16, 1989, incorporated in Parts II, III,
and IV.
Part I
Item 1 - Business
Redwood Mortgage Investors VI is a California limited partnership (the
"Partnership"). D. Russell Burwell, Michael R. Burwell and Gymno Corporation, a
California corporation, are the General Partners. The address of the General
Partners is 650 El Camino Real, Suite G, Redwood City, California 94063. The
Partnership's primary purpose is to invest its capital in first and second deeds
of trust secured by Northern California properties. Loans are arranged and
serviced by Redwood Mortgage Corp., an affiliate of the General Partners. The
Partnership's objectives are to make Investments which will: (i) provide the
maximum possible cash returns which Limited Partners may elect to (a) receive as
monthly, quarterly or annual cash distributions or (b) have earnings credited to
their capital accounts and used to invest in Partnership activities; and (ii)
preserve and protect the Partnership's capital. The Partnership's general
business is more fully described under the section entitled "Investment
Objectives and Criteria", pages 23-26 of the Prospectus, a part of the
above-referenced Registration Statement, which is incorporated by reference.
The Partnership was formed in September, 1987, with an approved 120,000 Units
of $100 each ($12,000,000). The Units were offered on a "best efforts" basis
through broker/dealer member firms of the National Association of Securities
Dealers, Inc. It immediately began issuing Units and began investing in loans in
October, 1987. The offering terminated in September, 1989, and as of that date
97,725.94 Units were sold realizing proceeds of $9,772,594. At December 31,
2000, the Partnership had a balance of loans totaling $5,570,576 with interest
rates thereon ranging from 6.00% to 14.75%.
Currently First Trust Deeds comprise 72.01% of the total amount of Loan
portfolio. Second Mortgage Trust Deeds comprise 24.87% of Loan portfolio and
Third Mortgage Trust Deeds have 3.12% of the Loan portfolio. Owner-occupied
homes, combined with non-owner occupied homes, total 25.62% of the loans. Loans
to apartments make up 10.33% of the total loans portfolio. Commercial Loan
origination increased from last year, now comprising 64.05% of the portfolio,
although this is a decrease of 9.46% from 1999. The past year brought many
outstanding low loan to value lending opportunities in the commercial segment of
the market. The major concentration of loans, comprising 74.09% of the total
loans, are in four counties of the San Francisco Bay Area. The County of
Sacramento makes up 9.22% of the Loan portfolio. The balance, as stated on page
five of this report, are primarily in Northern California. Currently Loan size
is averaging $179,696 per Loan. Some of the loans are fractionalized between
affiliated Partnerships with objectives similar to those of the Partnership to
further reduce risk. Average equity per loan transaction stood at 31.07%. A 40%
equity average on loan origination is generally considered very conservative.
Generally, the more equity, the more protection for the lender. The
Partnership's Loan portfolio had only two properties in foreclosure as of the
end of December 2000, which represents only 6.37% of the Partnership's loan
portfolio. One of the borrowers came out of the foreclosure in January 2001, and
the other is making payments on a "best effort basis."
Item 2 - Properties
As of December 31, 2000, a summary of the Partnership's Loan portfolio is set
forth below.
Loans as a Percentage of Total loans
First Trust Deeds $4,011,117.15
Appraised Value of Properties 5,760,587.40
Total Investment as a % of Appraisal 69.63%
First Trust Deeds 4,011,117.15
Second Trust Deed Loans 1,385,496.46
Third Trust Deed Loans 173,962.77
Priority Positions:
First Trust Deeds due other Lenders 8,145,079.00
Second Trust Deeds due other Lenders 322,398.00
Total Debt 14,038,053.38
Appraised Property Value 20,364,599.40
Total Investments as a % of Appraisal 68.93%
Number of Loans Outstanding 31
Average Investment 179,696.01
Average Investment as a % of Net Assets 2.42%
Largest Investment Outstanding 1,376,117.03
Largest Investment as a % of Net Assets 18.54%
Loans as a Percentage of Total Loans
First Trust Deeds 72.01%
Second Trust Deeds 24.87%
Third Trust Deeds 3.12%
------------
Total 100.00%
Loans by Type of Property Amount Percent
Owner Occupied Homes $755,013.69 13.55%
Non-Owner Occupied Homes 672,518.08 12.07%
Apartments 575,407.08 10.33%
Commercial 3,567,637.53 64.05%
----------------- -----------
Total $5,570,576.38 100.00%
The following is a distribution of loans outstanding as of December 31, 2000 by
Counties.
Santa Clara $2,158,426.24 38.75%
Alameda 1,049,222.87 18.84%
Placer 628,475.37 11.28%
San Mateo 581,639.55 10.44%
Sacramento 513,781.57 9.22%
San Francisco 337,672.18 6.06%
Stanislaus 177,777.78 3.19%
Shasta 79,538.11 1.43%
Sonoma 44,042.71 0.79%
------------------- ------------
Total $5,570,576.38 100.00%
=================== ============
Statement of Condition of loans:
Number of Loans in Foreclosure 2
Scheduled maturity dates of loans as of December 31, 2000 are as follows:
Year Ending
December 31,
2001 $3,836,158
2002 592,929
2003 643,704
2004 33,512
2005 161,357
Thereafter 302,916
---------------
$5,570,576
===============
The scheduled maturities for 2001 include $2,623,679 in loans which are past
maturity at December 31, 2000. $1,990,813 of those loans were categorized as
delinquent over 90 days.
Five loans with principal outstanding of $2,168,651 had interest payments
overdue in excess of 90 days.
Item 3 - Legal Proceedings
In the normal course of business, the Partnership may become involved in various
types of legal proceedings such as assignments of rents, bankruptcy proceedings,
appointments of receivers, unlawful detainers, judicial foreclosures, etc., to
enforce the provisions of the deeds. The Partnership is a defendant along with
numerous defendants, including a developer, contractor, and other lenders, in a
lawsuit involving the Partnership's attempt to recover its investment in real
estate acquired through foreclosure. Management anticipates that the ultimate
outcome of these legal matters will not have a material adverse effect on the
net assets of the Partnership in light of the Partnership's allowance for
doubtful accounts.
Item 4 - Submission of Matters to a Vote of Security Holders (Partners).
No matters have been submitted to a vote of the Partnership.
Part II
Item 5 - Market for the Registrant's "Limited Partnership Units" and Related
Unitholder Matters.
120,000 Units at $100 each (minimum 20 units) were offered through broker-dealer
member firms of the National Association of Securities Dealers on a "best
efforts" basis (as indicated in Part I item 1). All Units were sold to
California residents. Investors have the option of withdrawing earnings on a
monthly, quarterly or annual basis or reinvesting and compounding earnings.
Limited Partners may withdraw from the Partnership in accordance with the terms
of the Partnership Agreement subject to early withdrawal penalties. There is no
established public trading market for the Units.
A description of the Partnership's Units, transfer restrictions, and withdrawal
provisions is more fully described under the section entitled "Description of
Units" and "Summary of the Limited Partnership Agreement", pages 38-42 of the
Prospectus, a part of the above-referenced Registration statement, which is
incorporated by reference.
As of December 31, 2000, there were 572 holders of record of the Partnership's
Units. An increase of 7 from 1999.
Item 6 - Selected Financial Data
Redwood Mortgage Investors VI began operations in October 1987. Its
financial condition and results of operation for five years to December 31, 2000
were:
Balance Sheets
Assets
December 31,
----------------------------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------- ------------- ------------- --------------- --------------
Cash $354,860 $1,120,295 $299,775 $331,143 $180,597
------------- ------------- ------------- --------------- --------------
Accounts receivable:
Loans, secured by deeds of trust 5,570,576 5,282,773 7,969,735 8,104,984 9,313,924
Accrued interest on loans 664,292 706,841 717,719 617,456 405,783
Advances on loans 133,647 137,930 162,083 127,519 108,019
Accounts receivables, unsecured 82,362 0 23,775 161,414 251,531
------------- ------------- ------------- --------------- --------------
$6,450,877 $6,127,544 $8,873,312 $9,011,373 $10,079,257
Less allowance for doubtful accounts 261,452 303,249 202,344 28,614 252,850
------------- ------------- ------------- --------------- --------------
$6,189,425 $5,824,295 $8,670,968 $8,982,759 $9,826,407
------------- ------------- ------------- --------------- --------------
Investment in Partnership 0 0 0 708,141 496,040
Note receivable- Redwood
Mortgage Corp. $125,000 $300,000 0 0 0
Real estate owned (REO), held for sale,
acquired through Foreclosure 767,583 133,300 169,922 309,319 1,441,007
REO in process 0 668,132 0 0 0
------------- ------------- ------------- ------------- ---------------
$7,436,868 $8,046,022 $9,140,665 $10,331,362 $11,944,051
============= ============= ============= =============== ==============
Liabilities and Partners' Capital
Liabilities:
Notes payable - bank line of credit $0 $0 $390,000 $899,011 $1,530,511
Accounts payable 13,068 0 22,668 898 18,522
Deferred interest on loans 0 15,676 20,463 0 0
------------- ------------- ------------- --------------- --------------
Total Liabilities 13,068 15,676 433,131 899,909 1,549,033
------------- ------------- ------------- --------------- --------------
Partners' capital:
Limited partners' capital, subject
to redemption 7,414,034 8,020,580 8,697,768 9,421,687 10,385,252
General partners' capital 9,766 9,766 9,766 9,766 9,766
------------- ------------- ------------- --------------- --------------
Total partners' capital 7,423,800 8,030,346 8,707,534 9,431,453 10,395,018
------------- ------------- ------------- --------------- --------------
Total liabilities and partners' capital $7,436,868 $8,046,022 $9,140,665 $10,331,362 $11,944,051
============= ============= ============= =============== ==============
Statements of Income
2000 1999 1998 1997 1996
----------- -------------- ----------- -------------- -------------
Gross revenue $785,209 $1,086,317 $871,861 $1,036,596 $1,167,859
Expenses 307,280 565,408 359,356 507,409 579,697
----------- -------------- ----------- -------------- -------------
Net income 477,929 520,909 512,505 529,187 588,162
=========== ============== =========== ============== =============
Net income: to general partners (1%) $4,779 $5,209 $5,125 $5,292 $5,882
to limited partners (99%) 473,150 515,700 507,380 523,895 582,280
----------- -------------- ----------- -------------- -------------
$477,929 $520,909 $512,505 $529,187 $588,162
=========== ============== =========== ============== =============
Net Income per $1,000 invested by limited partners for entire period:
- where income is reinvested and compounded $62 $62 $56 $53 $54
=========== ============== =========== ============== =============
-where partner receives income in monthly
distributions $60 $61 $55 $52 $52
=========== ============== =========== ============== =============
In 1997 the annualized yield was 5.29%, in 1998 the annualized yield was 5.63%,
in 1999 the annualized yield was 6.24%, and in 2000 the annualized yield was
6.22%. The annualized yield since inception through December 31, 2000, was
7.28%.
Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
On September 2, 1989, the Partnership had sold 97,725.94 Units and its
contributed capital totaled $9,772,594 of the approved $12,000,000 issue, in
Units of $100 each. As of that date the offering was formally closed. On
December 31, 2000, the Partnership's net capital totaled $7,423,800.
The Partnership began funding loans in October 1987. The Partnership's loans
outstanding for the years ended December 31, 1998, 1999 and 2000 were
$7,969,735, $5,282,773 and $5,570,576, respectively. The decrease in loans
outstanding from December 31, 1998 to December 31, 2000, was due primarily to
the Partnership utilizing Loan payoffs to meet Limited Partner capital
liquidations, line of credit pay-down, uninvested cash in loans and an increase
in Real Estate Owned or in process. During the years 1998, 1999 and 2000, Loan
principal collections exceeded Limited Partner liquidations.
Since the fall of 1999, mortgage interest rates have been rising due primarily
to economic forces and by the Federal Reserve raising its core interest rates.
However, in 2001 the Federal Reserve has reversed its policy towards higher
rates and is lowering its core interest rates. This will have the effect of
lowering interest rates in the marketplace. New loans will be originated at then
existing interest rates. In the future, interest rates likely will change from
their current levels. The General Partners cannot at this time predict at what
levels interest rates will be in the future. Although the rates charged by the
Partnership are influenced by the level of interest rates in the market, the
General Partners do not anticipate that rates charged by the Partnership to its
borrowers will change significantly from the beginning of 2001 over the next 12
months. Based upon the rates payable in connection with the existing loans, the
current and anticipated interest rates to be charged by the Partnership and the
General Partners' experience, the General Partners anticipate that the
annualized yield will range between six and six and one half percent (6.00% -
6.50%). As of December 31, 2000 the Partnership's Real Estate Owned account
balance was $767,583. This account had a balance of $1,017,460, $169,922 and
$133,300 as of December 31, 1997, 1998, and 1999, respectively. The increase was
due to acquisition of a commercial property through foreclosure recorded as REO
in process in December 1999. The General Partners anticipate that the annualized
yield for the forthcoming year 2001, will be similar to the current year's
performance level.
Previously the Partnership had a line of credit with a commercial bank which was
secured by its Loan portfolio. The outstanding balance of the bank line of
credit was $390,000, $0 and $0 for the years ended December 1998, 1999 and 2000.
For the years ended December 31, 2000, 1999 and 1998, interest on Note
Payable-Bank was $0, $14,714 and $43,170, respectively. The primary reason for
this decrease was that the Partnership had a lower overall credit facility
utilization from 1998 to December 31, 1999. During 1999 the Partnership's
borrowing ranged between $0 and $410,000, at an interest rate of Prime plus one
percent. This added source of funds helped in maximizing the Partnership yield
by allowing the Partnership to minimize the amount of funds in lower yield
investment accounts when appropriate loans are not currently available and
because the loans made by the Partnership usually bear interest at a rate in
excess of the rate payable to the bank which extended the line of credit, the
amount to be retained by the Partnership, after payment of the line of credit
cost, will be greater than without the use of the line of credit. On December
31, 1999 the Partnership, on its own accord, closed its line of credit with that
bank and ever since that time did not negotiate a similar credit line with any
institution because the borrowing rate for most of 2000 was high and management
also felt that the need for the credit line was not all that urgent.
The Partnership's operating results and delinquencies are within the normal
range of the General Partners expectations, based upon their experience in
managing similar Partnerships over the last twenty- three 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
December 31, 2000, there were two properties (representing 6.37% of the loan
portfolio), in foreclosure. Cash is continually being generated from interest
earnings, late charges, prepayment penalties, amortization of notes and pay-off
of notes. Currently, 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.
The General Partners regularly review the Loan portfolio, examining the status
of delinquencies, the underlying collateral securing these loans, REO expenses,
sales activities, and 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 information and more, Loan loss
reserves and allowance for doubtful accounts are increased or decreased. 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. Management provided $180,054, $437,558 and $193,427 as provision for
doubtful accounts for the years ended December 31, 1998, December 31, 1999 and
2000, respectively. The decrease in the provision in 1998 reflects the decrease
in the amount of REO, unsecured receivables and the decreasing levels of
delinquency within the portfolio. The increase in allowance for 1999 was to
build up reserve for any potential loss in the future. The Partnership acquired
a piece of Real Estate through foreclosure in 2000. In anticipation of this
event, the Partnership carried $668,132 in its balance sheet as Real Estate
Owned in Process as of December 31, 1999.
The much publicized California energy crises has not only affected the hi-tech,
manufacturing, service and agriculture based industries, the professional and
commercial businesses, transportation and utilities sectors, but every household
and individual as a whole. The crisis, which means higher cost to the consumers,
could adversely affect the economy, employment and the Partnership's lending in
its commercial sector. On the real estate scene, The San Mateo Times February
22, 2001 issue, reported that despite the energy crisis and talk of recession,
the median price of a San Mateo County home soared to near record levels in
January. "The median price of a single-family home jumped 4 percent over
December to $651,000, nearing the record $653,000 of last May, during the spring
price-soaring frenzy. Realtors insist the hysteria of last spring causing real
estate values to soar, is over and the market has plateaued. But prices are not
reflecting that yet.
For example, the median price of a home in East Palo Alto jumped 25 percent in
January to $736,000. This is especially shocking considering East Palo Alto's
median was well under $200,000 in January 1998, with fixer-uppers in the low
$100,000s. While a few high price homes can skew median home prices, it is an
indication that the real estate market has not completely plateaued.
Popular three-bedroom, two-bath homes settled in between $600,000 and $800,000.
Many two-bedroom, one-bath homes are selling for $500,000 and up.
Sales slowed in January, as usual, to 269 from 362 in December countywide. They
were off from 315 sales in January 2000.
"There are still plenty of buyers wanting to buy, and now there are more people
wanting to sell," said Denise Aquila, a real estate agent at ReMax in San
Carlos. Despite the stock market's recent tanking and many dot-com failures,
Aquila and other realtors see a strong market this year countywide with prices
holding their own. Part of the reason for the resilience is that entry-level
homes are in the $500,000 to $700,000 range countywide, and "they aren't making
any more of them," Aquila said. The County's median price for January climbed 21
percent over the same period last year. Although the article focuses on
single-family residences only, corresponding increase in values had similar
impact on commercial, industrial and apartment buildings in general.
To the Partnership, these sales statistics indicate a strong real estate market
that is beginning to slow down from the rapid appreciation that has occurred
over the last 3 years. The real estate market appears to be coming more into
balance with similar numbers of buyers and sellers which will allow buyers more
opportunity to negotiate and be selective in their real estate purchases.
The California energy crisis is a longer-term problem which the Partnership
cannot affect. Creative and pragmatic solutions will need to be developed by
Industry and Government so as not to stifle the business growth in California.
The crises which means higher cost to the consumers in the near term could
adversely affect the economy, employment and the Partnership's lending in its
residential and commercial loans by lowering real estate values.
Bank discount rate fell from 6.00% in May 2000 to 4.50% in March 2001. The price
hike in real estate properties means more equity to the homeowners, which
increases equity on the existing portfolio. Lower interest rates mean cutting
the cost of capital, improving profit margins and encouraging expansion. It also
helps to induce consumer spending, sparking home sales and mortgage refinancing.
This all translates into more loan activity, which, of course, is healthy for
the Partnership's lending activity.
The Partnership's interest in land located in East Palo Alto, CA was acquired
through foreclosure. The investment was previously classified as Investment in
Partnership in the Financial Statements and has been reclassified into Real
Estate Owned. The Partnership's basis of $80,142, $20,377 and $ 0, for the years
ended December 31, 2000, 1999 and 1998, respectively, has been invested with
that of two other Partnerships. In order to pursue development options, rezoning
of the property's existing residential zoning classification will be required.
The Partnership is continuing to explore remediation options available to
mitigate the pesticide contamination, which affects the property.
This pesticide contamination appears to be the result of agricultural operations
by prior owners. The General Partners do not believe at this time that
remediation of the pesticide contaminants will have a material adverse effect on
the financial condition of the Partnership.
At the time of subscription to the Partnership, Limited Partners made an
irrevocable decision to either take distributions of earnings monthly, quarterly
or annually or to compound earnings in their capital account. For the years
ended December 31, 1998, 1999 and 2000, the Partnership made distributions of
earnings to Limited Partners after allocation of syndication costs of $235,837,
$217,526 and $192,356, respectively. Distribution of Earnings to Limited
Partners after allocation of syndication costs for the years ended December 31,
1998, December 31, 1999 and December 31, 2000 to Limited Partners' capital
accounts and not withdrawn, was $271,543, $298,174, and $280,794, respectively.
As of December 31, 1998, December 31, 1999 and December 31, 2000, Limited
Partners electing to withdraw earnings represented 43%, 42% and 41%
respectively, of the Limited Partners outstanding capital accounts.
The Partnership also allows the Limited Partners to withdraw their capital
account subject to certain limitations (see liquidation provisions of
Partnership Agreement). For the years ended December 31, 1998, December 31, 1999
and December 31, 2000, $122,069, $128,295 and $200,417 respectively, were
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 trend 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 December
31, 1998, December 31, 1999 and December 31, 2000 respectively, and is expected
by the General Partners to commonly occur at these levels.
Additionally, for the years ended December 31, 1998, December 31, 1999 and
December 31, 2000, $938,040, $847,067 and $686,923 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 which
the General Partners then expect a portion of the Limited Partners to avail
themselves of. 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.
Actual liquidation of both capital and earnings from year five (1992) through
year twelve (2000) is shown hereunder, which confirms the General Partners
theory on the liquidation habits of the Limited Partners:
Years ended December 31,
1992 1993 1994 1995 1996
------------- ------------- ------------- ------------- -------------
Earnings $323,037 377,712 303,014 303,098 294,678
Capital *232,370 *528,737 *729,449 *892,953 *1,183,099
------------- ------------- ------------- ------------- -------------
Total $555,407 $906,449 $1,032,463 $1,196,051 $1,477,777
============= ============= ============= ============= =============
1997 1998 1999 2000
-------------- ------------- ------------- --------------
Earnings 257,670 235,837 217,526 192,356
Capital *1,297,410 *1,060,109 *975,362 *887,340
-------------- ------------- ------------- --------------
Total $1,555,080 $1,295,946 $1,192,888 $1,079,696
============== ============= ============= ==============
*These amounts represent gross of early withdrawal penalties.
The Year 2000 was considered by most to be a challenge for the entire world with
respect to the conversion of existing computerized operations. The Partnership
relied on Redwood Mortgage Corp., third parties and various software vendors for
its hardware and software needs. Since year 2000 has come and gone, we have not
experienced any computer hardware breakdowns. We assumed that our testing and
upgrading of computer hardware prior to year 2000 identified all hardware areas
of concern. Computer software programs are all operational with only minor
problems being experienced with some programs. These problems were being
addressed by the appropriate software vendors or software programmers. All
annual computerized functions have been run, and testing of the operations has
taken place.
The costs of updating our computer systems were substantially borne by the
non-affiliated software vendors and the in house system conversion costs to the
partnership were marginal.
Year 2000 issues do not appear to have affected, in any significant manner, any
industries or businesses in the marketplace in which the Partnership places its
loans. We believe that year 2000 issues were a non-event and will have little,
if any, future effect on the Partnership, its affiliates or the people and
businesses with which it associates.
With this report we hereby conclude our discussion on the Y2K issue.
After 25 years of active participation in the mortgage business, D. Russell
Burwell, our founder and a General Partner of the Partnership has decided to
retire effective September 30, 2001. "Russ" has enjoyed a long and successful
career. His original business model, upon which our Partnership has its roots,
has withstood the test of time through varying economic cycles. Collectively,
the various Redwood Mortgage Investors Partnerships (I-VIII) have grown from an
idea to over $110,000,000 in assets and produced excellent results for the
Limited Partners. Under Russ' stewardship Redwood Mortgage Investor's VI
originally raised $9,772,594 in Limited Partner Capital contributions and at
December 31, 2000 had $7,414,034 in remaining Limited Partner Capital.
Over the last few years, Russ has been passing along his duties and
responsibilities to the remaining General Partners. The remaining General
Partners are Mr. Michael Burwell and Gymno Corporation, a California
Corporation. Mr. Michael Burwell has been a General Partner of Redwood Mortgage
Investors VI since its inception and has been employed by Redwood Mortgage Corp,
an affiliate of the Partnership, since 1979. The Partnership through the
remaining General Partners and the employees of its affiliate Redwood Mortgage
Corp., is well prepared for Russ's departure and looks forward to emulating the
steady consistent returns that the Limited Partners have enjoyed during Russ'
tenure.
Mr. D. Russell Burwell is providing this notification pursuant to Article 8
Section 8.02 of the Limited Partnership Agreement. The remaining General
Partners have elected to continue the business of the Partnership as described
in Article 9 Section 9.01(d) of the Limited Partnership Agreement.
The General Partners have determined that for purposes of establishing a value
for reporting purposes, including brokerage and trustee account statements, the
estimated value of the limited partnership interests on a per unit basis is
equal to the capital account balance of each investor 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, 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 (See the section of the Prospectus entitled "Risk Factors -
Purchase of Units is a long term investment").
Item 8 - Financial Statements and Supplementary Data
Redwood Mortgage Investors VI, a California Limited Partnership's list of
Financial Statements and Financial Statement schedules:
A- Financial Statements
o Independent Auditors' Report
o Balance Sheets - December 31, 2000, and December 31, 1999
o Statements of Income for the three years ended December 31, 2000
o Statements of Changes in Partners' Capital for the three years ended
December 31, 2000
o Statements of Cash Flows for the three years ended December 31, 2000
o Notes to Financial Statements
B. - Financial Statement Schedules
The following financial statement schedules of Redwood Mortgage Investors VI are
included in Item 8.
o Schedule II Valuation and Qualifying Accounts
o Schedule IV Loans on Real Estate
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
FINANCIAL STATEMENTS
DECEMBER 31, 2000
(with Auditors' Report Thereon)
ARMANINO McKENNA LLP
CERTIFIED PUBLIC ACCOUNTANTS
1855 Olympic Boulevard, Suite 225
Walnut Creek, CA 94596
(925) 939-8500
INDEPENDENT AUDITORS' REPORT
THE PARTNERS
REDWOOD MORTGAGE INVESTORS VI
REDWOOD CITY, CALIFORNIA
We have audited the accompanying balance sheet of REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership) and the related statements of income, changes
in partners' capital and cash flows as of and for the year ended December 31,
2000. Our audit also included the financial statement schedule listed in the
Index at Item 8. These financial statements and schedules are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits. The financial statements as of
December 31, 1999 and the two years then ended, were audited by other auditors
whose report dated March 15, 2000 expressed an unqualified opinion on those
financial statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America.. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the 2000 financial statements referred to above present fairly,
in all material respects, the financial position of REDWOOD MORTGAGE INVESTORS
VI as of December 31, 2000, and the results of its operations and cash flows for
the year ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America. Also, in our opinion the
related financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
/s/ ARMANINO McKENNA LLP
Walnut Creek, California
March 23, 2001
Caporicci, Cropper & Larson, LLP
CERTIFIED PUBLIC ACCOUNTANTS
1575 Treat Blvd, Suite 208
Walnut Creek, CA 94596
(925) 932-3860
INDEPENDENT AUDITORS' REPORT
THE PARTNERS
REDWOOD MORTGAGE INVESTORS VI
We have audited the financial statements and related schedules of REDWOOD
MORTGAGE INVESTORS VI (A California Limited Partnership) listed in Item 8 on
form 10-K including balance sheets as of December 31, 1999 and 1998 and the
statements of income, changes in partners' capital and cash flows for the three
years ended December 31, 1999. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of REDWOOD MORTGAGE INVESTORS VI
as of December 31, 1999 and 1998, and the results of its operations and cash
flows for the three years ended December 31, 1999 in conformity with generally
accepted accounting principles. Further, it is our opinion that the schedules
referred to above present fairly the information set forth therein in compliance
with the applicable accounting regulations of the Securities and Exchange
Commission.
/s/ A. Bruce Cropper
Caporicci, Cropper & Larson, LLP
Walnut Creek, California
March 15, 2000
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
ASSETS
2000 1999
-------------- --------------
Cash $354,860 $1,120,295
-------------- --------------
Accounts receivable:
Loans, secured by deeds of trust 5,570,576 5,282,773
Accrued interest on loans 664,292 706,841
Advances on loans 133,647 137,930
Accounts receivables, unsecured 82,362 0
-------------- --------------
6,450,877 6,127,544
Less allowance for doubtful accounts 261,452 303,249
-------------- --------------
6,189,425 5,824,295
-------------- --------------
Note receivable - Redwood Mortgage Corp. 125,000 300,000
Real estate owned, held for sale 767,583 133,300
Real estate in process of acquisition,
to be sold 0 668,132
-------------- --------------
Total assets $7,436,868 $8,046,022
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $13,068 $0
Deferred interest 0 15,676
-------------- --------------
Total liabilities 13,068 15,676
-------------- --------------
Partners' capital:
Limited partners' capital, subject
to redemption, (note 4D): 7,414,034 8,020,580
General partners' capital 9,766 9,766
-------------- --------------
Total partners' capital 7,423,800 8,030,346
-------------- --------------
Total liabilities and
partners' capital $7,436,868 $8,046,022
============== ==============
See accompanying notes to financial statements.
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
STATEMENTS OF INCOME
FOR THE THREE YEARS ENDED DECEMBER 31, 2000
YEARS ENDED DECEMBER 31,
----------------------------------------------------
2000 1999 1998
------------- ------------- --------------
Revenues:
Interest on loans $597,996 $743,319 $847,960
Interest on bank deposits 17,021 14,086 8,487
Interest on promissory note 16,091 0 0
Late charges, prepayment penalties, and fees 29,101 28,912 15,414
Mortgage servicer subsidy 125,000 300,000 0
------------- ------------- --------------
785,209 1,086,317 871,861
------------- ------------- --------------
Expenses:
Loan servicing fees 48,557 50,150 70,630
Asset management fee 9,780 10,626 6,640
Clerical costs through Redwood Mortgage Corp. 19,647 21,748 24,440
Interest and line of credit costs 0 14,714 43,170
Provision for bad debt and losses
on real estate acquired through foreclosure 193,427 437,558 180,054
Professional services 25,462 18,068 18,831
Other 10,407 12,544 15,591
------------- ------------- --------------
307,280 565,408 359,356
------------- ------------- --------------
Net Income $477,929 $520,909 $512,505
============= ============= ==============
Net income: To General Partners (1%) $4,779 $5,209 $5,125
To Limited Partners (99%) $473,150 $515,700 $507,380
------------- ------------- --------------
$477,929 $520,909 $512,505
============= ============= ==============
Net income per $1,000 invested by Limited Partners for entire period:
-where income is reinvested and compounded $62 $62 $53
============= ============= ==============
-where partner receives income in monthly distributions $61 $61 $52
============= ============= ==============
See accompanying notes to financial statements.
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
FOR THE THREE YEARS ENDED DECEMBER 31, 2000
PARTNERS' CAPITAL
-----------------------------------------------------------------------------------
LIMITED PARTNERS' CAPITAL
-------------------------------------------------
Capital
Account Formation General
Limited Loan Partners
Partners Receivable Total Capital Total
------------- -------------- -------------- ------------- -------------
Balances at January 1, 1998 $9,481,208 ($59,521) $9,421,687 9,766 $9,431,453
Formation Loan collections 0 53,291 53,291 0 53,291
Net Income 507,380 0 507,380 5,125 512,505
Early withdrawal penalties (9,834) 6,230 (3,604) 0 (3,604)
Partners' withdrawals (1,280,986) 0 (1,280,986) (5,125) (1,286,111)
------------- -------------- -------------- ------------- --------------
Balances at December 31, 1998 8,697,768 0 8,697,768 9,766 8,707,534
Net Income 515,700 0 515,700 5,209 520,909
Early withdrawal penalties (10,028) 0 (10,028) 0 (10,028)
Partners' withdrawals (1,182,860) 0 (1,182,860) (5,209) (1,188,069)
------------- -------------- -------------- ------------- --------------
Balances at December 31, 1999 8,020,580 0 8,020,580 9,766 8,030,346
Net Income 473,150 0 473,150 4,779 477,929
Early withdrawal penalties (16,335) 0 (16,335) 0 (16,335)
Partners' withdrawals (1,063,361) 0 (1,063,361) (4,779) (1,068,140)
------------- -------------- -------------- ------------- --------------
Balances at December 31, 2000 $7,414,034 0 $7,414,034 $9,766 $7,423,800
============= ============== ============== ============= ==============
See accompanying notes to financial statements
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED DECEMBER 31, 2000
YEARS ENDED DECEMBER 31,
---------------------------------------------------
2000 1999 1998
------------- -------------- -------------
Cash flows from operating activities:
Net income $477,929 $520,909 $512,505
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for doubtful accounts 34,738 442,480 268,764
Provision for Losses (recovery) on real
estate held for sale 158,689 (4,922) (88,710)
Early withdrawal penalty credited to income (16,335) (10,028) (3,604)
Change in operating assets and liabilities:
Accrued interest & advances (24,769) (200,903) (134,827)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 13,068 (22,668) 22,668
Deferred interest on loans (15,676) (4,787) 19,565
------------- ------------- ------------
Net cash provided by operating activities 627,644 720,081 596,361
------------- -------------- -------------
Cash flows from investing activities:
Principal collected on loans 2,058,681 2,859,900 1,934,071
Loans made (2,434,422) (922,936) (1,798,822)
Payments to real estate held for sale (129,557) (24,112) (2,785)
Proceeds on real estate held for sale 5,359 65,656 85,449
Investment in partnership 0 0 (215,281)
Proceeds from partnership 0 0 1,068,865
Proceeds from unsecured accounts receivable 0 0 42,605
------------- -------------- -------------
Net cash provided by (used in) investing activities (499,939) 1,978,508 1,114,102
------------- -------------- -------------
Cash flows from financing activities:
Payments on notes 300,000 (390,000) (509,011)
Partners withdrawals (1,068,140) (1,188,069) (1,286,111)
Formation loan collections 0 0 53,291
Note receivable - Redwood Mortgage Corp. (125,000) (300,000) 0
------------- -------------- -------------
Net cash used in financing activities (893,140) (1,878,069) (1,741,831)
------------- -------------- -------------
Net increase (decrease) in cash (765,435) 820,520 (31,368)
Cash - beginning of period 1,120,295 299,775 331,143
------------- -------------- -------------
Cash - end of period $354,860 $1,120,295 $299,775
============= ============== =============
Cash paid for interest $0 $14,714 $43,170
See accompanying notes to financial statements
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 1 - ORGANIZATION AND GENERAL
Redwood Mortgage Investors VI, (the "Partnership") is a California Limited
Partnership, of which the General Partners are D. Russell Burwell, Michael R.
Burwell and Gymno Corporation, a California corporation owned and operated by
the individual General Partners. The partnership was organized to engage in
business as a mortgage lender for the primary purpose of making loans secured by
Deeds of Trust on California real estate. Loans are being arranged and serviced
by Redwood Mortgage Corp., (Redwood Mortgage), an affiliate of the General
Partners. The offering of partnership units was closed with contributed capital
totaling $9,781,366.
Each month's income is distributed to partners based upon their proportionate
share of partners' capital. Some partners have elected to withdraw income on a
monthly, quarterly or annual basis.
A. Sales Commissions - Formation Loan
Sales commissions ranging from 0% (units sold by General Partners) to 10% of
gross proceeds were paid by Redwood Mortgage Corp. an affiliate of the General
Partners that arranges and services the loans. To finance the sales commissions,
the Partnership loaned to Redwood Mortgage Corp. $623,255 (the "Formation Loan")
relating to contributed capital of $9,781,366. The Formation Loan was unsecured,
and was repaid without interest, over 10 years, commencing December 31, 1989.
The last payment was made during 1998.
B. Other Organizational and Offering Expenses
Organizational and offering expenses, other than sales commissions, (including
printing costs, attorney and accountant fees, and other costs), paid by the
Partnership from the offering proceeds totaled $360,885 or 3.69% of the gross
proceeds contributed by the Partners. Such costs have been fully amortized and
allocated to the Partners.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Accrual Basis
Revenues and expenses are accounted for on the accrual basis of accounting
wherein income is recognized as earned and expenses are recognized as incurred.
Once a Loan is categorized as impaired, interest is no longer accrued thereon.
B. Management Estimates
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 date and revenues and expenses for the
related periods. Such estimates relate principally to the determination of the
allowance for doubtful accounts, including the valuation of impaired loans, and
the valuation of real estate acquired through foreclosure. Actual results could
differ significantly from these estimates.
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
C. Loans, Secured by Deeds of Trust
The Partnership has both the intent and ability to hold the loans to maturity,
i.e., held for long-term investment. They are therefore valued at cost for
financial statement purposes with interest thereon being accrued by the
effective interest method.
Financial Accounting Standards Board Statements (SFAS) 114 and 118 (effective
January 1, 1995) provide that if the probable ultimate recovery of the carrying
amount of a Loan, with due consideration for the fair value of collateral, is
less than the recorded investment and related amounts due and the impairment is
considered to be other than temporary, the carrying amount of the investment
(cost) shall be reduced to the present value of future cash flows.
At December 31, 2000 and 1999, reductions in the cost of loans categorized as
impaired by the Partnership totaled $159,090 and $283,249, respectively. The
reduction in stated value was accomplished by increasing the allowances for
doubtful accounts.
As presented in Note 10 to the financial statements as of December 31, 2000, the
average loan to appraised value of security at the time the loans were
consummated was 68.93%. When a loan is valued for impairment purposes, an
updating is made in the valuation of collateral security. However, a low loan to
value ratio tends to minimize reductions for impairment.
D. Cash and Cash Equivalents
For purposes of the statements of cash flows, cash and cash equivalents include
interest bearing and non-interest bearing bank deposits.
E. Real Estate Owned, Held for Sale
Real estate owned, held for sale, includes real estate acquired through
foreclosure and is stated at the lower of the recorded investment in the
property, net of any senior indebtedness, or at the property's estimated fair
value, less estimated costs to sell.
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
The following schedule reflects the costs of real estate acquired through
foreclosure and the recorded reductions to estimated fair values, less estimated
costs to sell as of December 31, 2000 and 1999 not including the aforementioned
Real Estate in the process of acquisition:
December 31,
------------------------------------------------
2000 1999
--------------- ----------------
Costs of properties $1,240,579 $161,415
Reduction in value (472,996) (28,115)
--------------- ----------------
Fair value reflected
in financial statements $767,583 $133,300
=============== ================
F. Income Taxes
No provision for Federal and State income taxes is made in the financial
statements since income taxes are the obligation of the partners if and when
income taxes apply.
G. Organization and Syndication Costs
The Partnership bears its own organization and syndication costs (other than
certain sales commissions and fees described above) including legal and
accounting expenses, printing costs, selling expenses, a 1% wholesale brokerage
fee and filing fees.
H. Allowance for Doubtful Accounts
Loans and the related accrued interest, fees and advances are analyzed on a
continuous basis for recoverability. Delinquencies are identified and followed
as part of the Loan system. A provision is made for bad debt to adjust the
allowance for doubtful accounts to an amount considered by management to be
adequate with due consideration to collateral value to provide for unrecoverable
accounts receivable, including impaired loans, unspecified loans, accrued
interest and advances on loans, and other accounts receivable (unsecured). The
composition of the allowance for doubtful accounts as of December 31, 2000 and
1999 was as follows:
December 31,
------------------------------------------------
2000 1999
--------------- ----------------
Impaired loans $159,090 $283,249
Unspecified loans 20,000 20,000
Accounts receivable, unsecured 82,362 0
--------------- ----------------
$261,452 $303,249
=============== ================
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
I. 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 actual 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
monthly 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.
NOTE 3 - GENERAL PARTNERS AND RELATED PARTIES
The following are commissions and/or fees which are paid to the General Partners
and/or related parties.
A. Mortgage Brokerage Commissions
Mortgage brokerage commissions for services in connection with the review,
selection, evaluation, negotiation and extension of the loans were limited to
12% of the principal amount of the loans through the period ending 6 months
after the termination date of the offering. Thereafter, commissions are limited
to an amount not to exceed 4% of the total Partnership assets per year. Such
commissions are paid by the borrowers, thus, not an expense of the Partnership.
Such commissions totaled $45,164, $46,527 and $36,700 for the years ended
December 31, 2000, 1999 and 1998 respectively.
B. Mortgage Servicing Fees
Monthly mortgage servicing fees are paid to Redwood Mortgage up to 1/8 of 1%
(1.5% annual) of the unpaid principal, or such lesser amount as is reasonable
and customary in the geographic area where the property securing the Loan is
located. Mortgage servicing fees of $48,557, $50,150, and $70,630, were incurred
for years ended December 31, 2000, 1999 and 1998, respectively.
C. Asset Management Fee
The General Partners are authorized to receive monthly fees for managing the
Partnership's Loan portfolio and operations of up to 1/32 of 1% (3/8 of 1%
annually). Management fees of $9,780, $10,626, and $6,640 were incurred for the
years 2000, 1999, and 1998, respectively.
D. Other Fees
The Partnership Agreement provides for other fees such as reconveyance, mortgage
assumption and mortgage extension fees. These fees are paid by the borrowers to
parties related to the General Partners.
E. Income and Losses
All income and losses are credited or charged to partners in relation to their
respective partnership interests. The partnership interest of the General
Partners (combined) is a total of 1%.
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
F. Operating Expenses
The General Partners or their affiliate (Redwood Mortgage Corp.) are reimbursed
by the Partnership for all operating expenses actually 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. In
2000, 1999 and 1998, clerical costs totaling $19,647, $21,748, and $24,440,
respectively, were reimbursed to Redwood Mortgage Corp. and are included in
expenses in the Statements of Income.
NOTE 4 - OTHER PARTNERSHIP PROVISIONS
A. Term of the Partnership
The term of the Partnership is approximately 40 years, unless sooner terminated
as provided. The provisions provided for no capital withdrawal for the first
five years, subject to the penalty provision set forth in (D) below. Thereafter,
investors have the right to withdraw over a five-year period, or longer.
B. Election to Receive Monthly, Quarterly or Annual Distributions
Upon subscriptions, investors elected either to receive monthly, quarterly or
annual distributions of earnings allocations, or to allow earnings to compound
for at least a period of 5 years.
C. Profits and Losses
Profits and losses are allocated monthly among the Limited Partners according to
their respective capital accounts after 1% is allocated to the General Partners.
D. Withdrawal From Partnership
A Limited Partner had no right to withdraw, without penalty, from the
Partnership or to obtain the return of his capital account for at least five
years after such units are purchased which in all instances had occurred by
December 31, 1994. After that time, at the election of the Partner, capital
accounts can be returned over a five-year period in 20 equal quarterly
installments or such longer period as is requested.
Notwithstanding the above, in order to provide a certain degree of liquidity to
the Limited Partners, the General Partners will liquidate a Limited Partner's
entire capital account in four quarterly installments beginning on the last day
of the calendar quarter following the quarter in which the notice of withdrawal
is given. Such liquidations shall, however, be subject to a 10% early withdrawal
penalty applicable to any sums withdrawn prior to the time when such sums
otherwise could have been withdrawn pursuant to the liquidation procedure set
forth above. The 10% early withdrawal penalty will be received by the
Partnership, and a portion of the sums collected as such penalty will be applied
toward the next installment(s) of principal under the Formation Loan owed to the
Partnership by Redwood Mortgage Corp. Such portion shall be determined by the
ratio between the initial amount of Formation Loan and the total amount of other
organization and syndication costs incurred by the Partnership in this offering.
The balance of any such early withdrawal penalties shall be retained by the
Partnership for its own account and applied against syndication costs. Since the
syndication costs have been fully amortized as of December 31, 1993, and the
formation loan was paid in 1998, the early withdrawal penalties gained in the
future will be credited to income for the period received.
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
The Partnership will not establish a reserve from which to fund withdrawals and,
accordingly, the Partnership's capacity to return a Limited Partner's capital
account is restricted to the availability of Partnership cash flow. Furthermore,
no more than 20% of the total Limited Partners' capital accounts outstanding at
the beginning of any year shall be liquidated during any calendar year.
NOTE 5 - NOTE RECEIVABLE - REDWOOD MORTGAGE CORP.
Redwood Mortgage Corp., an affiliate of the General Partners which arranges and
services the loans of the Partnership, has subsidized certain loan losses of the
Partnership in the form of a note receivable. The note bears interest at 8% and
will be paid over a three-year period to the extent that Partnership losses
occur relative to certain identified properties. If the identified properties
recover from their write-downs, Redwood Mortgage Corp. will be credited or
reimbursed up to the amount of the note receivable.
NOTE 6 - NOTE PAYABLE BANK - LINE OF CREDIT
The Partnership had a bank line of credit secured by its Loan portfolio up to
$2,000,000 at 1% over prime during 1999 which expired December 31, 1999 and was
not renewed in 2000. At December 31, 2000 and 1999, respectively, the
partnership did not carry a balance.
NOTE 7 - LEGAL PROCEEDINGS
The Partnership is a defendant along with numerous other defendants, including a
developer, contractor, and other lenders, in a lawsuit involving the
Partnership's attempt to recover its investment in real estate acquired through
foreclosure. Management anticipates that the ultimate outcome of the legal
matters will not have a material adverse effect on the net assets of the
Partnership, with due consideration having been given in arriving at the
allowance for doubtful accounts.
NOTE 8 - INCOME TAXES
The following reflects a reconciliation from net assets (Partners' Capital)
reflected in the financial statements to the tax basis of those net assets:
December 31,
------------------------------------
2000 1999
----------- ----------
Net assets - Partners' Capital
per financial statements $7,423,800 $8,030,346
Allowance for doubtful accounts 261,452 303,249
------------- ------------
Net assets tax basis $7,685,252 $8,333,595
============= ============
In 2000 and 1999, approximately 73% and 72%, respectively, of taxable income was
allocated to tax exempt organizations i.e., retirement plans. Such plans do not
have to file income tax returns unless their "unrelated business income" exceeds
$1,000. Applicable amounts become taxable when distribution is made to
participants.
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
NOTE 9 - 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 accounts are subject to immediate
withdrawal.
(b) Loans - (see note 2 (c)) carrying value were $5,570,576 at December 31,
2000. The fair value of these investments of $5,639,252 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 doubtful
accounts along with accrued interest and advances related thereto should also be
considered in evaluating the fair value versus the carrying value.
NOTE 10 - ASSET CONCENTRATIONS AND CHARACTERISTICS
The loans are secured by recorded deeds of trust. At December 31, 2000, there
were 31 loans outstanding with the following characteristics:
Number of loans outstanding 31
Total loans outstanding $5,570,576
Average Loan outstanding $179,696
Average Loan as percent of total 3.23%
Average Loan as percent of Partners' Capital 2.42%
Largest Loan outstanding $1,376,117
Largest Loan as percent of total 24.70%
Largest Loan as percent of Partners' Capital 18.54%
Number of counties where security is located (all California) 9
Largest percentage of loans in one county 38.75%
Average Loan to appraised value of security at time
Loan was consummated 68.93%
Number of loans in foreclosure 2
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
The following categories of loans were held at December 31, 2000 and 1999:
December 31,
-------------------------------------
2000 1999
------------- ------------
First Trust Deeds 4,011,117 3,810,670
Second Trust Deeds 1,385,496 1,273,693
Third Trust Deeds 173,963 198,410
------------------ ----------------
Total loans 5,570,576 5,282,773
Prior liens due other lenders 8,467,477 6,705,986
------------------ ----------------
Total debt 14,038,053 $11,988,759
================== ================
Appraised property value at time of loan $20,364,599 $18,027,960
================== ================
Total investments as a percent of appraisals 68.93% 66.50%
================== ================
Investments by Type of Property
Owner occupied homes 755,014 264,673
Non-Owner occupied homes 672,518 403,809
Apartments 575,407 730,934
Commercial 3,567,637 3,883,357
------------------ ----------------
$5,570,576 $5,282,773
================== ================
REDWOOD MORTGAGE INVESTORS VI
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
Scheduled maturity dates of loans as of December 31, 2000 are as follows:
Year Ending
December 31,
-------------------
2001 $3,836,158
2002 592,929
2003 643,704
2004 33,512
2005 161,357
Thereafter 302,916
--------------
$5,570,576
==============
The scheduled maturities for 2000 include $2,623,679 (47%) in loans which are
past maturity at December 31, 2000. $1,990,813 (35%) of those loans were
categorized as delinquent over 90 days.
Five loans with principal outstanding of $2,168,651 had interest payments
overdue in excess of 90 days.
The cash balance at December 31, 2000 of $354,860 were in two banks with
interest bearing balances totaling $327,996. The balances exceeded FDIC
insurance limits (up to $100,000 per bank) by $154,860. As and when deposits in
the Partnership's bank accounts increase significantly beyond the insured limit,
the funds are generally either placed in new loans or used to pay down on the
line of credit balance, if any.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
REDWOOD MORTGAGE INVESTORS VI
Col. A Col. B Col. C Col. D Col. E
Description Balance Additions Deductions Balance at
Beginning Describe End of Period
of Period (1) (2)
Charged Charged to
to Other
Costs & Accounts
Expenses Describe
Year Ended
12/31/00
Deducted from
Asset
Accounts:
Allowance for
Doubtful
Accounts $303,249 $34,738 $0 $76,535 (b) $261,452
Cumulative
write-down of
Real Estate
held for
Sale (REO) $315,663 (a) $158,689 $0 $642 (b) $473,710
-------------- ----------- ------------- ------------------
Total $618,912(a) $193,427 $0 $77,177 (b) $735,162
============== =========== ===== ============= ==================
Note (a) - The beginning balance (Col B) includes $287,548 write
down of Real Estate in the process of becoming REO at December
31,1999.
Note (b) - Write-offs of loans/properties during the year.
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE.
RULE 12-29 LOANS ON REAL ESTATE
Col. A Col. B Col. C Col. D Col. E Col. F Col. G Col. H Col. I Col. J
Desc Int. Final Periodic Prior Liens Face Amt of Carrying Principal Type Geographic
Rate maturity Pmt. Terms Loan amount of Amt. of of Lien County
% Date (original amt) Loan Loans Location
Subject to
Delinquent
Principal
or Interest
- --------- ------- ---------- ----------- -------------- --------------- -------------- ------------- -------- ---------------
Comm 14.75 09/01/95 $2,241.96 $250,000.00 $185,000.00 $178,005.59 $0.00 2nd San Mateo
Apts 6.50 05/01/06 $540.83 $89,904.00 $100,000.00 $96,716.11 $21,092.37 2nd Sacramento
Comm 10.00 12/01/98 $5,046.04 $0.00 $575,000.00 $565,496.28 $116,058.92 1st Alameda
Comm 7.00 12/01/03 $1,151.48 $562,500.00 $99,172.75 $81,121.58 $33,392.92 2nd Alameda
Comm 12.00 02/01/99 $14,025.12 $0.00 $1,376,117.03 $1,376,117.03 $271,151.68 1st Santa Clara
Apts 7.00 02/10/05 $234.06 $80,250.00 $40,125.00 $40,125.00 $0.00 2nd San Fran.
Comm 9.00 05/10/02 $670.52 $0.00 $83,333.33 $79,538.11 $0.00 1st Shasta
Comm 12.00 02/01/11 $756.11 $0.00 $63,000.00 $53,840.28 $0.00 1st Alameda
Res 8.00 09/18/03 $166.58 $0.00 $22,701.51 $21,730.12 $0.00 1st Sonoma
Res 8.00 09/30/03 $170.67 $0.00 $23,259.09 $22,312.59 $0.00 1st Sonoma
Comm 12.00 02/01/99 $508.40 $1,279,200.00 $49,200.00 $49,200.00 $14,129.36 2nd Santa Clara
Apts 7.00 08/01/02 $1,545.83 $0.00 $265,000.00 $263,391.41 $0.00 1st Sacramento
Apts 7.00 08/01/03 $1,022.35 $0.00 $153,660.00 $149,839.55 $0.00 1st Sacramento
Apt. 9.00 02/01/99 $38.42 $153,534.00 $5,122.00 $3,834.50 $0.00 2nd Sacramento
Comm 12.00 06/01/01 $1,000.00 $0.00 $100,000.00 $100,000.00 $0.00 1st San Fran.
Apts 13.00 11/01/03 $759.15 $341,094.00 $60,000.00 $21,500.51 $0.00 2nd San Fran.
Res 13.75 11/01/03 $2,202.61 $0.00 $167,500.00 $47,910.34 $0.00 1st Alameda
Comm 11.50 05/01/99 $3,113.39 $0.00 $314,000.00 $300,854.39 $0.00 1st Alameda
Res 14.25 07/01/04 $984.46 $78,672.00 $73,000.00 $33,512.23 $0.00 2nd San Fran.
Res 14.50 04/01/05 $546.20 $150,804.00 $40,000.00 $21,603.56 $0.00 3rd San Fran.
Comm 10.00 08/01/00 $1,428.14 $59,402.00 $160,000.00 $154,005.61 $0.00 2nd San Mateo
Comm 12.00 06/01/01 $993.53 $100,000.00 $120,952.39 $120,930.88 $0.00 2nd San Fran.
Res 12.00 05/01/01 $2,086.91 $0.00 $600,000.00 $553,882.50 $0.00 1st Placer
Res 11.00 02/01/05 $952.32 $259,845.00 $100,000.00 $99,628.35 $0.00 2nd San Mateo
Res 12.00 05/01/01 $745.93 $600,000.00 $74,592.87 $74,592.87 $0.00 2nd Placer
Res 11.50 08/01/02 $2,395.83 $1,616,716.00 $250,000.00 $250,000.00 $0.00 2nd Santa Clara
Res 12.50 08/01/03 $1,562.50 $768,830.00 $150,000.00 $150,000.00 $0.00 2nd San Mateo
Comm 10.00 12/01/03 $1,276.47 $0.00 $145,454.55 $145,454.55 $0.00 1st Stanislaus
Comm 10.00 12/01/01 $283.66 $224,335.00 $32,323.23 $32,323.23 $0.00 2nd Stanislaus
Land 12.00 12/01/01 $3,307.50 $0.00 $330,750.00 $330,750.00 $0.00 1st Santa Clara
Res 14.50 01/01/06 $2,658.33 $1,868,714.00 $220,000.00 $152,359.21 $0.00 3rd Santa Clara
------------------------------------------------------------------------
54,415.30 8,483,800.00 5,979,263.75 5,570,576.38 455,825.25
========================================================================
Notes:
Loans classified as impaired had principal balances totaling
$2,469,505. Impaired loans are defined as loans where the costs of
related balances exceeds the anticipated fair value less costs to
collect. Interest is no longer accrued thereon.
Amounts reflected in column G (carrying amount of loans) represents
both costs and the tax basis of the loans.
Schedule IV
Reconciliation of carrying amount (cost) of loans at close of periods
Year ended December 31,
-------------------------------------------------
2000 1999 1998
--------- -------- -------
Balance at beginning of year $5,282,773 $7,969,735 $8,104,984
-------------- ------------- ------------
Additions during period:
New loans 2,434,422 922,936 1,798,822
Other 0 0 0
-------------- ------------- ------------
Total Additions $2,434,422 $922,936 $1,798,822
-------------- ------------- ------------
Deductions during period:
Collections of principal 2,058,681 2,859,900 1,934,071
Foreclosures 0 499,999 0
Cost of loans sold 0 0 0
Amortization of Premium 0 0 0
Other 87,938 249,999 0
-------------- ------------- ------------
Total Deductions 2,146,619 3,609,898 1,934,071
-------------- ------------- ------------
Balance at close of year $5,570,576 $5,282,773 $7,969,735
============== ============= ============
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Bruce and/or John Cropper (the Croppers) have been performing audit and
accounting services to the General Partners of the Partnership and their
affiliates for over 16 years through the following CPA firms: 1993-1998 Parodi &
Cropper, CPA's, 1999 Caporicci, Cropper & Larson, LLP and 2000 Armanino McKenna
LLP.
Bruce and John Cropper were shareholders in Cropper Accountancy Corp. through
December 31, 2000.
Cropper Accountancy was a partner in the firm of Parodi & Cropper from 1993
until April of 1998. In May of 1998, Cropper Accountancy Corp., formed a
partnership with Caporicci & Larson creating a new firm with offices in Irvine
and Walnut Creek, California. The Parodi & Cropper firm was dissolved.
Effective January 1, 2001, Cropper Accountancy Corp., withdrew from the
Caporicci, Cropper & Larson, LLP partnership. John Cropper joined the larger
regional firm of Armanino McKenna LLP as a partner and Bruce Cropper continues
to provide services through Cropper Accountancy. The Croppers continue to
perform audit and accounting services to the General Partners of the partnership
and their affiliates.
As a result, the Partnership has retained the firm of Armanino McKenna, LLP, to
provide its audit and financial services. Thus, although there has been a change
in accounting firms, there has not been a change in accountants and there have
not been any disagreements on any matter of accounting principals, practices or
financial status disclosures.
Part III
Item 10 - Directors and Executive Officers of the Registrant.
The Partnership has no Officers or Directors. Rather, the activities of the
Partnership are managed by the three General Partners of which two individuals
are D. Russell Burwell and Michael R. Burwell. The third General Partner is
Gymno Corporation, a California corporation, formed in 1986. The Burwells are
the two shareholders of Gymno Corporation, a California corporation, on an equal
(50-50) basis.
After 25 years of active participation in the mortgage business, D. Russell
Burwell, our founder and a General Partner of the Partnership has decided to
retire effective September 30, 2001. "Russ" has enjoyed a long and successful
career. His original business model, upon which our Partnership has its roots,
has withstood the test of time through varying economic cycles. Collectively,
the various Redwood Mortgage Investors Partnerships (I-VIII) have grown from an
idea to over $110,000,000 in assets and produced excellent results for the
Limited Partners. Under Russ' stewardship Redwood Mortgage Investor's VI
originally raised $9,772,594 in Limited Partner Capital contributions and at
December 31, 2000 had $7,414,034 in remaining Limited Partner Capital.
Over the last few years, Russ has been passing along his duties and
responsibilities to the remaining General Partners. The remaining General
Partners are Mr. Michael Burwell and Gymno Corporation, a California
Corporation. Mr. Michael Burwell has been a General Partner of Redwood Mortgage
Investors VI since its inception and has been employed by Redwood Mortgage Corp,
an affiliate of the Partnership, since 1979. The Partnership through the
remaining General Partners and the employees of its affiliate Redwood Mortgage
Corp., is well prepared for Russ's departure and looks forward to emulating the
steady consistent returns that the Limited Partners have enjoyed during Russ'
tenure.
Mr. D. Russell Burwell is providing this notification pursuant to Article 8
Section 8.02 of the Limited Partnership Agreement. The remaining General
Partners have elected to continue the business of the Partnership as described
in Article 9 Section 9.01(d) of the Limited Partnership Agreement.
Item 11 - Executive Compensation
COMPENSATION OF THE GENERAL PARTNERS AND AFFILIATES BY PARTNERSHIP
As indicated above in item 10, the Partnership has no officers or directors. The
Partnership is managed by the General Partners. There are certain fees and other
items paid to management and related parties. A more complete description of
management compensation is found in the Prospectus, pages 11-12, under the
section "Compensation of the General Partners and the Affiliates", which is
incorporated by reference. Such compensation is summarized below.
The following compensation has been paid to the General Partners and affiliates
for services rendered during the year ended December 31, 2000. All such
compensation is in compliance with the guidelines and limitations set forth in
the Prospectus.
Entity Receiving Description of Compensation
Compensation and Services Rendered Amount
- -------------------- ------------------------------------ ------------
I.
Redwood Mortgage
Corp. Loan Servicing Fee for servicing
loans Investments $48,556
General Partners
&/or Affiliates Asset Management Fee
for managing assets $9,780
General Partners 1% interest in profits $4,779
II. FEES PAID BY BORROWERS ON LOANS PLACED BY COMPANIES RELATED TO THE GENERAL
PARTNERS WITH THE PARTNERSHIP(EXPENSES OF BORROWERS NOT OF THE PARTNERSHIP):
Redwood Mortgage Mortgage Brokerage Commissions for services
Corp. in connection with the review, selection,
evaluation, negotiation, and extension of the
Loans paid by the borrowers and not by the
Partnership $45,164
Redwood Mortgage Processing and Escrow Fees for services in
Corp. connection with notary, document preparation,
credit investigation, and escrow fees payable
by the borrowers and not by the Partnership $3,286
Gymno
Corporation, Inc. Reconveyance Fee $579
III. IN ADDITION, THE GENERAL PARTNER AND/OR RELATED COMPANIES PAY CERTAIN
EXPENSES ON BEHALF OF THE PARTNERSHIP FOR WHICH IT IS REIMBURSED AS NOTED
IN THE STATEMENT OF INCOME $19,647
Item 12 - Security Ownership of Certain Beneficial Owners and Management
The General Partners receive a combined total of a 1% interest in Partnership
income and losses and distributions of cash available for distribution.
Item 13 - Certain Relationships and Related Transactions
Refer to footnote 3 of the notes to Financial Statements in Part II item 8 which
describes related party fees and data.
Also refer to sections of the Prospectus "Compensation of General Partners and
Affiliates", page 11, and "Conflicts of Interest", page 13, as part of the
above-referenced Registration Statement which is incorporated by reference.
Part IV
Item 14 - Exhibits, Financial Statements Schedules, and Reports on Form 8-K
(A) Documents filed as part of this report:
1. The Financial Statements are listed in Part II
Item 8 under A-Financial Statements.
2. The Financial Statement Schedules are listed in
Part II Item 8 under B-Financial Statement Schedules.
(B) No reports on Form 8-K were filed during the last quarter of the period for
which this report is filed.
3. Exhibits.
Exhibit No. Description of Exhibits
3.1 Limited Partnership Agreement
3.2 Form of Certificate of Limited Partnership Interest
3.3 Certificate of Limited Partnership
10.1 Escrow Agreement (1)
10.2 Servicing Agreement (1)
10.3 (a) Form of Note secured by Deed of Trust which provides for
principal and interest payments (1)
(b) Form of Note secured by Deed of Trust which provides
principal and interest payments and right of assumption (1)
(c) Form of Note secured by Deed of Trust which provides for
interest only payments (1)
(d) Form of Note (1)
10.4 (a) Deed of Trust and Assignment of Rents to accompany Exhibits
10.3 (a) and (c) (1)
(b) Deed of Trust and Assignment of Rents to accompany Exhibits
10.3 (b) (1)
(c) Deed of Trust to accompany Exhibit 10.3 (d) (1)
10.5 Promissory Note for Formation Loan (1)
10.6 Agreement to Seek a Lender (1)
24.1 Consent of Armanino McKenna, LLP
24.3 Consent of McCutchen, Doyle, Brown & Enersen, LLP
All of these exhibits were previously filed as the exhibits to
Registrant's Statement on Form S-11 (Registration No. 33-12519) and incorporated
by reference herein.
(B) Reports on form 8-K
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report. A Form 8-K was filed on February 7, 2000 relating
to a change in accounting firm. Another Form 8-K was filed on February 13, 2001,
relating to the subsequent change in accounting firm (see Item 9 above).
(C) See (A) 3 above
(D) See (A) 2 above. Additional reference is made to prospectus (S-11) dated
September 3, 1987 to pages 56 through 59 and supplement #6 dated May 16, 1989
pages 16-18, for financial data related to Gymno corporation, a General Partner.
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 26th day of March,
2001.
REDWOOD MORTGAGE INVESTORS VI
By: /S/ D. Russell Burwell
-----------------------------------
D. Russell Burwell, General Partner
By: /S/ Michael R. Burwell
-----------------------------------
Michael R. Burwell, General Partner
By: Gymno Corporation, General Partner
By: /S/ D. Russell Burwell
-------------------------------
D. Russell Burwell, President
By: /S/ Michael R. Burwell
---------------------------------------
Michael R. Burwell, Secretary/Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacity indicated on the 26th day of March, 2001.
Signature Title Date
/S/ D. Russell Burwell
- ------------------------
D. Russell Burwell General Partner March 26, 2001
/S/ Michael R. Burwell
- ------------------------
Michael R. Burwell General Partner March 26, 2001
/S/ D. Russell Burwell
- ------------------------
D. Russell Burwell President of Gymno Corporation, March 26, 2001
(Principal Executive Officer);
Director of Gymno Corporation
/S/ Michael R. Burwell
- -----------------------
Michael R. Burwell Secretary/Treasurer of Gymno March 26, 2001
Corporation (Principal Financial
and Accounting Officer);
Director of Gymno Corporation